Exhibit 10d


    Exhibit
      10(d)

      
        

         


       

      $600,000,000

       

       

      FIVE-YEAR
        CREDIT AGREEMENT

       

       

      dated
        as of June 22, 2005

       

       

      among

       

       

      PPL
        ENERGY SUPPLY, LLC,

       

      THE
        LENDERS FROM TIME TO TIME PARTY HERETO,

       

      


       

      WACHOVIA
        BANK, NATIONAL ASSOCIATION

      as
        Administrative Agent and Issuing Lender,

       

      BARCLAYS
        BANK PLC

       

      and
        

       

      CITIBANK,
        N.A.,

      as
        Syndication Agents,

       

       

      WACHOVIA
        CAPITAL MARKETS, LLC

       

      and

       

      BARCLAYS
        CAPITAL,

      as
        Lead Arrangers,

       

      and

       

      JPMORGAN
        CHASE BANK

       

      and

       

      THE
        BANK OF NOVA SCOTIA,

      as
        Documentation Agents

      
        
           

          
            
            

            
              

            

          

          
            
            

          

        

      


      
        	
                TABLE
                  OF CONTENTS

              
	 	 	 	 
	
                ARTICLE
                  I

              	 	
                DEFINITIONS

              	
                1

              
	 	
                Section
                  1.01

              	
                Definitions

              	
                1

              
	
                ARTICLE
                  II

              	 	
                THE
                  CREDITS

              	
                16

              
	 	
                Section
                  2.01

              	
                Commitments
                  to Lend

              	
                16

              
	 	
                Section
                  2.02

              	
                Notice
                  of Borrowings

              	
                17

              
	 	
                Section
                  2.03

              	
                Notice
                  to Lenders; Funding of Loans

              	
                17

              
	 	
                Section
                  2.04

              	
                Noteless
                  Agreement; Evidence of Indebtedness

              	
                18

              
	 	
                Section
                  2.05

              	
                Interest
                  Rates

              	
                19

              
	 	
                Section
                  2.06

              	
                Fees

              	
                20

              
	 	
                Section
                  2.07

              	
                Adjustments
                  of Commitments

              	
                21

              
	 	
                Section
                  2.08

              	
                Maturity
                  of Loans; Mandatory Prepayments

              	
                23

              
	 	
                Section
                  2.09

              	
                Optional
                  Prepayments and Repayments

              	
                23

              
	 	
                Section
                  2.10

              	
                General
                  Provisions as to Payments

              	
                24

              
	 	
                Section
                  2.11

              	
                Funding
                  Losses

              	
                24

              
	 	
                Section
                  2.12

              	
                Computation
                  of Interest and Fees

              	
                25

              
	 	
                Section
                  2.13

              	
                Basis
                  for Determining Interest Rate Inadequate, Unfair or
                  Unavailable

              	
                25

              
	 	
                Section
                  2.14

              	
                Illegality

              	
                25

              
	 	
                Section
                  2.15

              	
                Increased
                  Cost and Reduced Return

              	
                26

              
	 	
                Section
                  2.16

              	
                Taxes

              	
                27

              
	 	
                Section
                  2.17

              	
                Base
                  Rate Loans Substituted for Affected Euro-Dollar Loans

              	
                29

              
	
                ARTICLE
                  III

              	 	
                LETTER
                  OF CREDIT

              	
                30

              
	 	
                Section
                  3.01

              	
                Existing
                  Letters of Credit

              	
                30

              
	 	
                Section
                  3.02

              	
                Additional
                  Letters of Credit

              	
                30

              
	 	
                Section
                  3.03

              	
                Method
                  of Issuance of Letters of Credit

              	
                30

              
	 	
                Section
                  3.04

              	
                Conditions
                  to Issuance of Additional Letters of Credit

              	
                30

              
	 	
                Section
                  3.05

              	
                Purchase
                  and Sale of Letter of Credit Participations

              	
                31

              
	 	
                Section
                  3.06

              	
                Drawings
                  under Letters of Credit

              	
                31

              
	 	
                Section
                  3.07

              	
                Reimbursement
                  Obligations

              	
                31

              
	 	
                Section
                  3.08

              	
                Duties
                  of Issuing Lenders to Lenders; Reliance

              	
                32

              
	 	
                Section
                  3.09

              	
                Obligations
                  of Lenders to Reimburse Issuing Lender for Unpaid Drawings

              	
                33

              
	 	
                Section
                  3.10

              	
                Funds
                  Received from the Borrower in Respect of Drawn Letters of
                  Credit

              	
                34

              
	 	
                Section
                  3.11

              	
                Obligations
                  in Respect of Letters of Credit Unconditional

              	
                35

              
	 	
                Section
                  3.13

              	
                ISP98

              	
                35

              
	
                ARTICLE
                  IV

              	 	
                CONDITIONS

              	
                35

              
	 	
                Section
                  4.01

              	
                Conditions
                  to Closing

              	
                35

              
	 	
                Section
                  4.02

              	
                Conditions
                  to All Credit Events

              	
                37

              
	
                ARTICLE
                  V

              	 	
                REPRESENTATIONS
                  AND WARRANTIES

              	
                38

              
	 	
                Section
                  5.01

              	
                Status

              	
                38

              
	 	
                Section
                  5.02

              	
                Authority;
                  No Conflict

              	
                38

              
	 	
                Section
                  5.03

              	
                Legality;
                  Etc

              	
                38

              
	 	
                Section
                  5.04

              	
                Financial
                  Condition

              	
                38

              
	 	
                Section
                  5.05

              	
                Rights
                  to Properties

              	
                39

              
	 	
                Section
                  5.06

              	
                Litigation

              	
                39

              
	 	
                Section
                  5.07

              	
                No
                  Violation

              	
                39

              
	 	
                Section
                  5.08

              	
                ERISA

              	
                39

              
	 	
                Section
                  5.09

              	
                Governmental
                  Approvals

              	
                40

              
	 	
                Section
                  5.10

              	
                Investment
                  Company Act

              	
                40

              
	 	
                Section
                  5.11

              	
                Public
                  Utility Holding Company Act

              	
                40

              
	 	
                Section
                  5.12

              	
                Restricted
                  Subsidiaries, Etc

              	
                40

              
	 	
                Section
                  5.13

              	
                Tax
                  Returns and Payments

              	
                40

              
	 	
                Section
                  5.14

              	
                Compliance
                  with Laws

              	
                40

              
	 	
                Section
                  5.15

              	
                No
                  Default

              	
                40

              
	 	
                Section
                  5.16

              	
                Environmental
                  Matters.

              	
                41

              
	 	
                Section
                  5.17

              	
                Reportable
                  Transactions

              	
                41

              
	 	
                Section
                  5.18

              	
                Guarantees

              	
                42

              
	
                ARTICLE
                  VI

              	 	
                COVENANTS

              	
                42

              
	 	
                Section
                  6.01

              	
                Information

              	
                42

              
	 	
                Section
                  6.02

              	
                Maintenance
                  of Property; Insurance

              	
                44

              
	 	
                Section
                  6.03

              	
                Conduct
                  of Business and Maintenance of Existence

              	
                44

              
	 	
                Section
                  6.04

              	
                Compliance
                  with Laws, Etc

              	
                44

              
	 	
                Section
                  6.05

              	
                Books
                  and Records

              	
                44

              
	 	
                Section
                  6.06

              	
                Use
                  of Proceeds

              	
                45

              
	 	
                Section
                  6.07

              	
                Restriction
                  on Liens

              	
                45

              
	 	
                Section
                  6.08

              	
                Merger
                  or Consolidation

              	
                47

              
	 	
                Section
                  6.09

              	
                Asset
                  Sales

              	
                48

              
	 	
                Section
                  6.10

              	
                Restrictive
                  Agreements

              	
                48

              
	 	
                Section
                  6.11

              	
                Consolidated
                  Debt to Consolidated Capitalization Ratio

              	
                49

              
	 	
                Section
                  6.12

              	
                Indebtedness

              	
                49

              
	
                ARTICLE
                  VII

              	 	
                DEFAULTS

              	
                49

              
	 	
                Section
                  7.01

              	
                Events
                  of Default

              	
                49

              
	
                ARTICLE
                  VIII

              	 	
                THE
                  AGENTS

              	
                51

              
	 	
                Section
                  8.01

              	
                Appointment
                  and Authorization

              	
                51

              
	 	
                Section
                  8.02

              	
                Individual
                  Capacity

              	
                51

              
	 	
                Section
                  8.03

              	
                Delegation
                  of Duties

              	
                52

              
	 	
                Section
                  8.04

              	
                Reliance
                  by the Administrative Agent

              	
                52

              
	 	
                Section
                  8.05

              	
                Notice
                  of Default

              	
                52

              
	 	
                Section
                  8.06

              	
                Non-Reliance
                  on the Agents and Other Lenders

              	
                52

              
	 	
                Section
                  8.07

              	
                Exculpatory
                  Provisions

              	
                53

              
	 	
                Section
                  8.08

              	
                Indemnification

              	
                53

              
	 	
                Section
                  8.09

              	
                Resignation;
                  Successors

              	
                54

              
	 	
                Section
                  8.10

              	
                Administrative
                  Agent’s Fees; Arranger Fee

              	
                54

              
	
                ARTICLE
                  IX

              	 	
                MISCELLANEOUS

              	
                54

              
	 	
                Section
                  9.01

              	
                Notices

              	
                54

              
	 	
                Section
                  9.02

              	
                No
                  Waivers; Non-Exclusive Remedies

              	
                56

              
	 	
                Section
                  9.03

              	
                Expenses;
                  Indemnification

              	
                56

              
	 	
                Section
                  9.04

              	
                Sharing
                  of Set-Offs

              	
                57

              
	 	
                Section
                  9.05

              	
                Amendments
                  and Waivers

              	
                57

              
	 	
                Section
                  9.06

              	
                Successors
                  and Assigns

              	
                58

              
	 	
                Section
                  9.07

              	
                Governing
                  Law; Submission to Jurisdiction

              	
                60

              
	 	
                Section
                  9.08

              	
                Counterparts;
                  Integration; Effectiveness

              	
                60

              
	 	
                Section
                  9.09

              	
                Generally
                  Accepted Accounting Principles

              	
                60

              
	 	
                Section
                  9.10

              	
                Usage

              	
                61

              
	 	
                Section
                  9.11

              	
                WAIVER
                  OF JURY TRIAL

              	
                62

              
	 	
                Section
                  9.12

              	
                Confidentiality

              	
                62

              
	 	
                Section
                  9.13

              	
                USA
                  PATRIOT Act Notice

              	
                62

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      Appendices
        and Schedules:

      


      Commitment
        Appendix

      


      Schedules:

       

      Schedule
        3.01 - Existing
        Letters of Credit

      Schedule
        5.12 - Restricted
        Subsidiaries, Etc.

      Schedule
        5.18 - Guarantees
        of Foreign Subsidiary Debt

      Schedule
        6.07 - Existing
        Liens

      Schedule
        6.10 - Restrictive
        Agreements

      Schedule
        6.12 - Existing
        Debt

      


      Exhibits:

       

      Exhibit
        A-1 - Form
        of
        Notice of Borrowing

      Exhibit
        A-2 - Form
        of
        Notice of Conversion/Continuation

      Exhibit
        A-3  - Form
        of
        Letter of Credit Request

      Exhibit
        A-4  - Form
        of
        Extension Letter

      Exhibit
        B
 - Form
        of
        Revolving Note

      Exhibit
        C
 - Form
        of
        Assignment and Assumption Agreement

      Exhibit
        D
 - Forms
        of
        Opinion of Counsel for the Borrower

      


      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      


      FIVE-YEAR
        CREDIT AGREEMENT (this
        “Agreement”)
        dated
        as
        of June 22, 2005, among PPL ENERGY SUPPLY, LLC, a Delaware limited liability
        company (the “Borrower”),
        the
        LENDERS party hereto from time to time, WACHOVIA BANK, NATIONAL ASSOCIATION,
        as
        Administrative Agent and Issuing Lender, BARCLAYS BANK PLC AND CITIBANK,
        N.A.,
        as Syndication Agents, WACHOVIA CAPITAL MARKETS, LLC and BARCLAYS CAPITAL
        (the
        investment banking division of Barclays Bank PLC), as Lead Arrangers, and
        JPMORGAN CHASE BANK and THE BANK OF NOVA SCOTIA, as Documentation
        Agents.

       

      The
        Borrower has requested and the Lenders (as hereinafter defined) have agreed
        to
        provide credit facilities to the Borrower in an aggregate principal amount
        of up
        to $600,000,000 for the purposes and on the terms and conditions set out
        in this
        Agreement.

       

      ARTICLE
        I

       

      DEFINITIONS

       

      Section
        1.01  Definitions.
        All
        capitalized terms used in this Agreement or in any Appendix, Schedule or
        Exhibit
        hereto which are not otherwise defined herein or therein shall have the
        respective meanings set forth below.

       

      “Additional
        Commitment Lender”
        shall
        have the meaning set forth in Section 2.07(c)(iii).

       

      “Additional
        Letter of Credit”
        means
        any letter of credit issued under this Agreement by Wachovia Bank, National
        Association, as Issuing Lender, on or after the Closing Date.

       

      “Adjusted
        London Interbank Offered Rate”
        means,
        for any Interest Period, a rate per annum equal to the quotient obtained
        (rounded upward, if necessary, to the nearest 1/100th of 1%) by dividing
        (i) the
        London Interbank Offered Rate for such Interest Period by (ii) 1.00 minus
        the
        Euro-Dollar Reserve Percentage.

       

      “Administrative
        Agent”
        means
        Wachovia Bank, National Association, in its capacity as administrative agent
        for
        the Lenders hereunder and under the other Loan Documents, and its successor
        or
        successors in such capacity.

       

      “Administrative
        Questionnaire”
        means,
        with respect to each Lender, an administrative questionnaire in the form
        provided by the Administrative Agent and submitted to the Administrative
        Agent
        (with a copy to the Borrower) duly completed by such Lender.

       

      “Affiliates”
        means,
        with respect to any Person, any other Person who is directly or indirectly
        controlling, controlled by or under common control with such Person. A Person
        shall be deemed to control another Person if such Person possesses, directly
        or
        indirectly, the power to direct or cause the direction of the management
        or
        policies of the controlled Person, whether through the ownership of stock
        or its
        equivalent, by contract or otherwise.

       

      “Agent”
        means
        the Administrative Agent, the Syndication Agents, the Lead Arrangers or the
        Documentation Agents, and “Agents” means any two or more of them.

       

      “Agreement”
        means
        this Credit Agreement, as amended, restated supplemented or modified from
        time
        to time.

       

      “Applicable
        Lending Office”
        means,
        with respect to any Lender, (i) in the case of its Base Rate Loans, its Base
        Rate Lending Office and (ii) in the case of its Euro-Dollar Loans, its
        Euro-Dollar Lending Office.

       

      “Applicable
        Percentage”
        means,
        for purposes of calculating (i) the applicable interest rate for any day
        for any
        Base Rate Loans or Euro-Dollar Loans, (ii) the applicable rate for the
        Commitment Fee for any day for purposes of Section 2.06(a) or (iii) the
        applicable rate for the Letter of Credit Fee for any day for purposes of
        Section
        2.06(b), the appropriate applicable percentage set forth below corresponding
        to
        the then current highest Borrower’s Ratings; provided,
        that,
        in the event a rating differential of more than one level exists, the Borrower’s
        Ratings shall be deemed to be one level below the higher of the two
        ratings:

       

      
        	 	
                Borrower’s
                  Ratings (S&P/Moody’s)

              	
                Applicable
                  Percentage for Commitment Fees

              	
                Applicable
                  Percentage for Base Rate Loans

              	
                Applicable
                  Percentage for Euro-Dollar Loans and Letter of Credit
                  Fees

              
	
                Category
                  A

              	
                >A/A2

              	
                0.070%

              	
                0.0%

              	
                0.300%

              
	
                Category
                  B

              	
                A-/A3

              	
                0.080%

              	
                0.0%

              	
                0.350%

              
	
                Category
                  C

              	
                BBB+/Baa1

              	
                0.100%

              	
                0.0%

              	
                0.425%

              
	
                Category
                  D

              	
                BBB/Baa2

              	
                0.125%

              	
                0.0%

              	
                0.525%

              
	
                Category
                  E

              	
                BBB-/Baa3

              	
                0.175%

              	
                0.0%

              	
                0.750%

              
	
                Category
                  F

              	
                <BBB-/Baa3

              	
                0.200%

              	
                0.0%

              	
                1.000%

              


      

      


      “Applicable
        Utilization Fee”
        means
        on any day the appropriate applicable percentage set forth below corresponding
        to (a) the percentage of the aggregate of the Lenders’ Revolving Commitments
        outstanding represented by the aggregate Loans plus the aggregate Letter
        of
        Credit Liabilities outstanding on such day and (b) the then current highest
        Borrower Rating; provided,
        that,
        in the event a rating differential of more than one level exists, the Borrower’s
        Ratings shall be deemed to be one level below the higher of the two
        ratings:

       

      
        	 	
                Ratings

                (S&P/Moody’s)

              	
                Usage
                  > 50% of Total Commitments

              
	
                Category
                  A

              	
                >A/A2

              	
                0.100%

              
	
                Category
                  B

              	
                A-/A3

              	
                0.100%

              
	
                Category
                  C

              	
                BBB+/Baa1

              	
                0.125%

              
	
                Category
                  D

              	
                BBB/Baa2

              	
                0.125%

              
	
                Category
                  E

              	
                BBB-/Baa3

              	
                0.125%

              
	
                Category
                  F

              	
                <BBB-/Baa3

              	
                0.125%

              


      

      


      “Asset
        Sale”
        shall
        mean any sale of any assets, including by way of the sale by the Borrower
        or any
        of its Subsidiaries of equity interests in such Subsidiaries.

       

      “Assignee”
        has the
        meaning set forth in Section 9.06(c).

       

      “Assignment
        and Assumption Agreement”
        means
        an Assignment and Assumption Agreement, substantially in the form of attached
        Exhibit C, under which an interest of a Lender hereunder is transferred to
        an
        Eligible Assignee pursuant to Section 9.06(c).

       

      “Availability
        Period”
        means
        the period from and including the Closing Date to but excluding the Revolving
        Termination Date.

       

      “Bankruptcy
        Code”
        means
        the Bankruptcy Reform Act of 1978, as amended, or any successor
        statute.

       

      “Base
        Rate”
        means
        for any day a rate per annum equal to the higher of (i) the Prime Rate for
        such
        day and (ii) the sum of 1/2 of 1% plus the Federal Funds Rate for such
        day.

       

      “Base
        Rate Borrowing”
        means a
        Borrowing comprised of Base Rate Loans.

       

      “Base
        Rate Lending Office”
        means,
        as to each Lender, its office located at its address set forth in its
        Administrative Questionnaire (or identified in its Administrative Questionnaire
        as its Base Rate Lending Office) or such other office as such Lender may
        hereafter designate as its Base Rate Lending Office by notice to the Borrower
        and the Administrative Agent.

       

      “Base
        Rate Loan”
        means a
        Loan in respect of which interest is computed on the basis of the Base Rate
        plus
        the Applicable Percentage, if any, with respect to Base Rate Loans.

       

      “Borrower”
        has the
        meaning set forth in the Recitals.

       

      “Borrower’s
        Rating”
        means
        the senior unsecured long-term debt rating of the Borrower from Moody’s or
        S&P.

       

      “Borrowing”
        means a
        group of Loans of a single Type made by the Lenders on a single date and,
        in the
        case of a Euro-Dollar Borrowing, having a single Interest Period.

       

      “Business
        Day”
        means
        any day except a Saturday, Sunday or other day on which commercial banks
        in
        Charlotte, North Carolina or New York, New York are authorized by law to
        close;
provided,
        that,
        when used in Article III with respect to any action taken by or with respect
        to
        any Issuing Lender, the term “Business Day” shall not include any day on which
        commercial banks are authorized by law to close in the jurisdiction where
        the
        office at which such Issuing Lender books any Letter of Credit is located;
        and
provided,
        further,
        that
        when used with respect to any borrowing of, payment or prepayment of principal
        of or interest on, or the Interest Period for, a Euro-Dollar Loan, or a notice
        by the Borrower with respect to any such borrowing payment, prepayment or
        Interest Period, the term “Business Day” shall also mean that such day is a day
        on which commercial banks are open for international business (including
        dealings in Dollar deposits) in London.

       

      “Capital
        Lease”
        means
        any lease of property which, in accordance with GAAP, should be capitalized
        on
        the lessee’s balance sheet.

       

      “Capital
        Lease Obligations”
        means,
        with respect to any Person, all obligations of such Person as lessee under
        Capital Leases, in each case taken at the amount thereof accounted for as
        liabilities in accordance with GAAP.

       

      “Change
        of Control”
        means
        (i) the acquisition by any Person, or two or more Persons acting in concert,
        of
        beneficial ownership (within the meaning of Rule 13d-3 of the Securities
        and
        Exchange Commission under the Securities Exchange Act of 1934, as amended)
        of
        25% or more of the outstanding shares of voting stock of PPL Corporation
        or its
        successors or (ii) the failure at any time of PPL Corporation or its successors
        to own 80% or more of the outstanding shares of the Voting Stock in the
        Borrower.

       

      “Closing
        Date”
        means
        the date, not later than June 22, 2005, on which the Administrative Agent
        determines that the conditions specified in or pursuant to Section 4.01 have
        been satisfied.

       

      “Commitment”
        means,
        with respect to any Lender, the commitment of such Lender to make Revolving
        Loans under this Agreement as set forth in the Commitment Appendix and to
        purchase participations in Letters of Credit pursuant to Article III
        hereof.

       

      “Commitment
        Appendix”
        means
        the Appendix attached under this Agreement identified as such.

       

      “Commitment
        Fee”
        has the
        meaning set forth in Section 2.06(a).

       

      “Consolidated
        Capitalization”
        shall
        mean the sum of, without duplication, (A) the Consolidated Debt of the Borrower,
        (B) the consolidated members’ equity (determined in accordance with GAAP) of the
        common, preference and preferred equityholders of the Borrower and minority
        interests recorded on the Borrower’s consolidated financial statements
        (excluding therefrom the effect of all unrealized gains and losses reported
        under Financial Accounting Standards Board Statement No. 133 in connection
        with
        forward contracts, futures contracts or other derivatives or commodity hedging
        agreements for the future delivery of electricity or capacity), (C) up to
        an
        aggregate amount of $200,000,000 of Hybrid Preferred Securities and (D) up
        to an
        aggregate amount of $200,000,000 of Equity-Linked Securities, except that
        for
        purposes of calculating Consolidated Capitalization of the Borrower,
        Consolidated Debt of the Borrower shall exclude Non-Recourse Debt and
        Consolidated Capitalization of the Borrower shall exclude that portion of
        member
        equity attributable to assets securing Non-Recourse Debt.

       

      “Consolidated
        Debt”
        means
        the consolidated Debt of the Borrower and its Consolidated Subsidiaries
        (determined in accordance with GAAP), except that for purposes of this
        definition (a) Consolidated Debt of the Borrower shall exclude Non-Recourse
        Debt and (b) Consolidated Debt of the Borrower shall exclude (i) up
        to an
        aggregate amount of $200,000,000 of Hybrid Preferred Securities and (ii)
        up to
        an aggregate amount of $200,000,000 of Equity-Linked Securities.

       

      “Consolidated
        Subsidiary”
        means
        with respect to any Person at any date any Subsidiary of such Person or other
        entity the accounts of which would be consolidated with those of such Person
        in
        its consolidated financial statements if such statements were prepared as
        of
        such date in accordance with GAAP.

       

      “Continuing
        Lender”
        means
        with respect to any event described in Section 2.07(b), a Lender which is
        not a
        Retiring Lender, and “Continuing Lenders” means any two or more of such
        Continuing Lenders.

       

      “Corporation”
        means a
        corporation, association, company, joint stock company, limited liability
        company, partnership or business trust.

       

      “Credit
        Event”
        means a
        Borrowing or the issuance, renewal or extension of a Letter of
        Credit.

       

      “Current
        Revolving Termination Date”
        shall
        have the meaning set forth in Section 2.07(c)(i).

       

      “Debt”
        of any
        Person means, without duplication, (i) all obligations of such Person for
        borrowed money, (ii) all obligations of such Person evidenced by bonds,
        debentures, notes or similar instruments, (iii) all Guarantees by such Person
        of
        Debt of others, (iv) all Capital Lease Obligations and Synthetic Leases of
        such
        Person, (v) all obligations of such Person in respect of Interest Rate
        Protection Agreements, foreign currency exchange agreements or other interest
        or
        exchange rate hedging arrangements (the amount of any such obligation to
        be the
        net amount that would be payable upon the acceleration, termination or
        liquidation thereof), but only to the extent that such net obligations exceed
        $75,000,000 in the aggregate and (vi) all obligations of such Person as an
        account party in respect of letters of credit and bankers’ acceptances;
provided,
        however,
        that
“Debt” of such Person does not include (a) obligations of such Person under any
        installment sale, conditional sale or title retention agreement or any other
        agreement relating to obligations for the deferred purchase price of property
        or
        services (b) obligations under agreements relating to the purchase and sale
        of
        any commodity, including any power sale or purchase agreements, any commodity
        hedge or derivative (regardless of whether any such transaction is a “financial”
        or physical transaction), (c) any trade obligations or other obligations
        of such
        Person incurred in the ordinary course of business or (d) obligations of
        such
        Person under any lease agreement (including any lease intended as security)
        that
        is not a Capital Lease or a Synthetic Lease.

       

      “Default”
        means
        any condition or event which constitutes an Event of Default or which with
        the
        giving of notice or lapse of time or both would, unless cured or waived,
        become
        an Event of Default.

       

      “Defaulting
        Lender”
        means
        at any time any Lender with respect to which a Lender Default is in effect
        at
        such time.

       

      “Disclosure
        Qualification”
        means
        that (i) no representation, warranty or covenant is made with respect to
        any
        information concerning the Agent, any Lender any other lender or collateral
        agent, any direct or indirect members of, or any Affiliates or agents or
        other
        representatives of any of the foregoing, (ii) no representation, warranty
        or
        covenant is made with respect to the terms or effects of or any Person’s (other
        than the Borrower’s) rights or obligations under any agreement or document and
        (iii) any representation, warranty or covenant that is stated to be subject
        to
        the Disclosure Qualification in any materials provided to Lenders is subject
        to
        the foregoing clauses (i) to (ii) and to the additional qualifications,
        assumptions and disclaimers set forth in such materials.

       

      “Documentation
        Agents”
        means
        JPMorgan Chase Bank and The Bank of Nova Scotia, in their capacity as
        documentation agents for the Lenders under this Agreement and under the other
        Loan Documents, and their respective successors in such capacity.

       

      “Dollars”
        and the
        sign “$” means lawful money of the United States of America.

       

      “Effective
        Date”
        means
        the date this Agreement becomes effective in accordance with Section
        9.08.

       

      “Election
        Date”
        has the
        meaning set forth in Section 2.07(c)(i).

       

      “Eligible
        Assignee”
        means
        (i) a Lender; (ii) a commercial bank organized under the laws of the United
        States and having a combined capital and surplus of at least $100,000,000;
        (iii)
        a commercial bank organized under the laws of any other country which is
        a
        member of the Organization for Economic Cooperation and Development, or a
        political subdivision of any such country, and having a combined capital
        and
        surplus of at least $100,000,000; provided,
        that
        such bank is acting through a branch or agency located and licensed in the
        United States; or (iv) an Affiliate of a Lender that is an “accredited investor”
        (as defined in Regulation D under the Securities Act of 1933, as amended);
        provided, that upon and following the occurrence of an Event of Default,
        an
        Eligible Assignee shall mean any Person.

       

      “Environmental
        Laws”
        means
        any and all federal, state and local statutes, laws, regulations, ordinances,
        rules, judgments, orders, decrees, permits, concessions, grants, franchises,
        licenses or other written governmental restrictions relating to the environment
        or to emissions, discharges or releases of pollutants, contaminants, petroleum
        or petroleum products, chemicals or industrial, toxic or Hazardous Substances
        or
        wastes into the environment including, without limitation, ambient air, surface
        water, ground water, or land, or otherwise relating to the manufacture,
        processing, distribution, use, treatment, storage, disposal, transport or
        handling of pollutants, contaminants, petroleum or petroleum products, chemicals
        or industrial, toxic or Hazardous Substances or wastes.

       

      “Environmental
        Liabilities”
        means
        all liabilities (including anticipated compliance costs) in connection with
        or
        relating to the business, assets, presently or previously owned, leased or
        operated property, activities (including, without limitation, off-site disposal)
        or operations of the Borrower or any of its Subsidiaries, whether vested
        or
        unvested, contingent or fixed, actual or potential, which arise under or
        relate
        to matters covered by Environmental Laws.

       

      “Equity-Linked
        Securities”
        means
        any securities of the Borrower or any of its Subsidiaries which are convertible
        into, or exchangeable for, equity securities of the Borrower, such Subsidiary
        or
        PPL Corporation, including any securities issued by any of such Persons which
        are pledged to secure any obligation of any holder to purchase equity securities
        of the Borrower, any of its Subsidiaries or PPL Corporation.

       

      “ERISA”
        means
        the Employee Retirement Income Security Act of 1974, as amended, or any
        successor statute.

       

      “ERISA
        Group”
        means
        the Borrower and all members of a controlled group of corporations and all
        trades or businesses (whether or not incorporated) under common control which,
        together with the Borrower, are treated as a single employer under Section
        414(b) or (c) of the Internal Revenue Code.

       

      “Euro-Dollar
        Lending Office”
        means,
        as to each Lender, its office, branch or Affiliate located at its address
        set
        forth in its Administrative Questionnaire (or identified in its Administrative
        Questionnaire as its Euro-Dollar Lending Office) or such other office, branch
        or
        Affiliate of such Lender as it may hereafter designate as its Euro-Dollar
        Lending Office by notice to the Borrower and the Administrative
        Agent.

       

      “Euro-Dollar
        Borrowing”
        means a
        Borrowing comprised of Euro-Dollar Loans.

       

      “Euro-Dollar
        Loan”
        means a
        Loan in respect of which interest is computed on the basis of the Adjusted
        London Interbank Offered Rate pursuant to the applicable Notice of Borrowing
        or
        Notice of Conversion/Continuation.

       

      “Euro-Dollar
        Reserve Percentage”
        of any
        Lender for the Interest Period of any LIBOR Rate Loan means the reserve
        percentage applicable to such Lender during such Interest Period (or if more
        than one such percentage shall be so applicable, the daily average of such
        percentages for those days in such Interest Period during which any such
        percentage shall be so applicable) under regulations issued from time to
        time by
        the Board of Governors of the Federal Reserve System (or any successor) for
        determining the maximum reserve requirement (including, without limitation,
        any
        emergency, supplemental or other marginal reserve requirement) then applicable
        to such Lender with respect to liabilities or assets consisting of or including
        “Eurocurrency Liabilities” (as defined in Regulation D). The Adjusted London
        Interbank Offered Rate shall be adjusted automatically on and as of the
        effective date of any change in the Euro-Dollar Reserve Percentage.

       

      “Event
        of Default”
        has the
        meaning set forth in Section 7.01.

       

      “Existing
        Credit Agreement”
        means
        the $300,000,000 Three-Year Revolving Credit Agreement dated as of June 24,
        2003
        among the Borrower, Wachovia Bank, National Association, as Administrative
        Agent
        and Issuing Lender, and the lenders from time to time party thereto, as amended
        through the date hereof.

       

      “Existing
        Debt”
        means
        the Debt outstanding on the Closing Date and listed on Schedule 6.12
        hereto.

       

      “Existing
        Letters of Credit”
        means
        the letters of credit issued before the Closing Date pursuant to the Existing
        Credit Agreement and listed in attached Schedule 3.01, and “Existing Letter of
        Credit” means any one of them.

       

      “Existing
        Synthetic Lease Financing”
        means
        each of the following lease financings existing as of the date hereof,
        regardless of whether such financing constitutes a “Synthetic Lease” within the
        meaning of this Agreement: (i) the Lower Mount Bethel project and (ii) the
        lease
        financing involving PPL Large Scale Distributed Generation II, LLC.

       

      “Extension
        Date”
        means,
        in the event the Revolving Termination Date or the Current Revolving Termination
        Date, as applicable, is extended pursuant to Section 2.07(c), either (i)
        in a
        year in which the Current Revolving Termination Date does not occur, the
        anniversary of the Closing Date occurring in any such year or (ii) in the
        year
        in which the Current Revolving Termination Date is scheduled to occur, the
        then
        Current Revolving Termination Date.

       

      “Extension
        Letter”
        means a
        letter from the Borrower to the Administrative Agent requesting an extension
        of
        the Revolving Termination Date substantially in the form of Exhibit A-4
        hereto.

       

      “Federal
        Funds Rate”
        means
        for any day the rate per annum (rounded upward, if necessary, to the nearest
        1/100th of 1%) equal to the weighted average of the rates on overnight Federal
        funds transactions with members of the Federal Reserve System arranged by
        Federal funds brokers on such day, as published by the Federal Reserve Bank
        of
        New York on the Business Day next succeeding such day; provided,
        that
        (i) if such day is not a Business Day, the Federal Funds Rate for such day
        shall
        be such rate on such transactions on the next preceding Business Day as so
        published on the next succeeding Business Day, and (ii) if no such rate is
        so
        published on such next succeeding Business Day, the Federal Funds Rate for
        such
        day shall be the average of quotations for such day on such transactions
        received by the Administrative Agent from three federal funds brokers of
        recognized standing selected by the Administrative Agent.

       

      “Fee
        Letter”
        means
        the letter designated as such dated as of May 5, 2005 by the Administrative
        Agent and Wachovia Securities, as Lead Arranger and Joint Book Manager,
        addressed to and acknowledged and agreed to by the Borrower.

       

      “Financial
        Projections”
        means
        (a) any forward looking statement (within the meaning of the Securities Act
        of
        1933 and the rules and regulations thereunder) and (b) any “prospective
        financial statement, financial forecast or financial projection” (as defined in
        guidelines published by the American Institute of Certified Public
        Accountants).

       

      “Foreign
        Subsidiary”
        means a
        Subsidiary which is not formed under the laws of the United States or any
        territory thereof.

       

      “Fronting
        Fee”
        has the
        meaning set forth in Section 2.06(b).

       

      “GAAP”
        means
        United States generally accepted accounting principles applied on a consistent
        basis.

       

      “Governmental
        Authority”
        means
        any federal, state or local government, authority, agency, central bank,
        quasi-governmental authority, court or other body or entity, and any arbitrator
        with authority to bind a party at law.

       

      “Group
        of Loans”
        means
        at any time a group of Loans consisting of (i) all Loans which are Base Rate
        Loans at such time or (ii) all Loans which are Euro-Dollar Loans of the same
        Type having the same Interest Period at such time; provided,
        that,
        if a Loan of any particular Lender is converted to or made as a Base Rate
        Loan
        pursuant to Sections 2.14 or 2.17, such Loan shall be included in the same
        Group
        or Groups of Loans from time to time as it would have been in if it had not
        been
        so converted or made.

       

      “Guarantee”
        of or
        by any person means any obligation, contingent or otherwise, of such person
        guaranteeing or having the economic effect of guaranteeing any Debt of any
        other
        person (the “primary obligor”) in any manner, whether directly or indirectly,
        and including any obligation of such person, direct or indirect, (i) to purchase
        or pay (or advance or supply funds for the purchase or payment of) such Debt
        or
        to purchase (or to advance or supply funds for the purchase of) any security
        for
        payment of such Debt, (ii) to purchase or lease property, securities or services
        for the purpose of assuring the owner of such Debt of the payment of such
        Debt
        or (iii) to maintain working capital, equity capital or any other financial
        statement condition or liquidity of the primary obligor so as to enable the
        primary obligor to pay such Debt; provided,
        however,
        that
        the term Guarantee shall not include endorsements for collection or deposit
        in
        the ordinary course of business.

       

      “Hazardous
        Substances”
        means
        any toxic, caustic or otherwise hazardous substance, including petroleum,
        its
        derivatives, by-products and other hydrocarbons, or any substance having
        any
        constituent elements displaying any of the foregoing
        characteristics.

       

      “Hybrid
        Preferred Securities”
        means
        any trust preferred securities, or deferrable interest subordinated debt
        with a
        maturity of at least 20 years issued by the Borrower, or any business trusts,
        limited liability companies, limited partnerships (or similar entities)
        (i) all of the common equity, general partner or similar interests
        of which
        are owned (either directly or indirectly through one or more wholly owned
        Subsidiaries) at all times by the Borrower or any of its Subsidiaries, (ii)
        that
        have been formed for the purpose of issuing hybrid preferred securities and
        (iii) substantially all the assets of which consist of (A) subordinated
        debt of the Borrower or a Subsidiary of the Borrower, as the case may be,
        and
        (B) payments made from time to time on the subordinated debt.

       

      “Indemnitee”
        has the
        meaning set forth in Section 9.03(b).

       

      “Interest
        Period”
        means
        with respect to each Euro-Dollar Loan, a period commencing on the date of
        borrowing specified in the applicable Notice of Borrowing or on the date
        specified in the applicable Notice of Conversion/Continuation and ending
        one,
        two, three or six months thereafter, as the Borrower may elect in the applicable
        notice; provided,
        that:

       

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

       

      (ii)  any
        Interest Period which begins on the last Business Day of a calendar month
        (or on
        a day for which there is no numerically corresponding day in the calendar
        month
        at the end of such Interest Period) shall, subject to clause (iii) below,
        end on
        the last Business Day of a calendar month;

       

      (iii)  if
        any
        Interest Period includes a date on which a payment of principal of the Loans
        is
        required (based on circumstances existing at the first day of such Interest
        Period) to be made under Section 2.08 but does not end on such date, then
        (x)
        the principal amount (if any) of each Euro-Dollar Loan required to be repaid
        on
        such date shall have an Interest Period ending on such date and (y) the
        remainder (if any) of each such Euro-Dollar Loan shall have an Interest Period
        determined as set forth above; and

       

      (iv)  no
        Interest Period shall end after the Revolving Termination Date.

       

      “Interest
        Rate Protection Agreements”
        means
        any agreement providing for an interest rate swap, cap or collar, or any
        other
        financial agreement designed to protect against fluctuations in interest
        rates.

       

      “Internal
        Revenue Code”
        means
        the Internal Revenue Code of 1986, as amended, or any successor
        statute.

       

      “Issuing
        Lender”
        means
        (i) Wachovia Bank, National Association, in its capacity as an issuer of
        Letters
        of Credit under Section 3.02, and its successor or successors in such capacity
        and (ii) each Lender listed in Schedule 3.01 hereto as the issuer of an Existing
        Letter of Credit.

       

      “Lead
        Arrangers”
        means
        Wachovia Securities and Barclays Capital (the investment banking division
        of
        Barclays Bank PLC), in their capacities as lead arrangers for the Lenders
        hereunder and under the other Loan Documents, and their successors in such
        capacity.

       

      “Lender”
        means
        each bank or other lending institution listed in the Commitment Appendix
        as
        having a Revolving Commitment, each Eligible Assignee that becomes a Lender
        pursuant to Section 9.06(c) and their respective successors and shall include,
        as the context may require and each Issuing Lender in such
        capacity.

       

      “Lender
        Default”
        means
        (i) the failure (which has not been cured) of any Lender to make available
        any
        Loan or any reimbursement for a drawing under a Letter of Credit which in
        either
        case it is obligated to make available under the terms and conditions of
        this
        Agreement or (ii) a Lender having notified the Administrative Agent and the
        Borrower that such Lender does not intend to comply with its obligations
        under
        Article II following the appointment of a receiver or conservator with respect
        to such Lender at the direction or request of any regulatory agency or
        authority.

       

      “Letter
        of Credit”
        means
        an Existing Letter of Credit or an Additional Letter of Credit, and “Letters of
        Credit” means any combination of the foregoing.

       

      “Letter
        of Credit Commitment”
        means
        the aggregate Revolving Commitment.

       

      “Letter
        of Credit Fee”
        has the
        meaning set forth in Section 2.06(b).

       

      “Letter
        of Credit Liabilities”
        means,
        for any Lender at any time, the product derived by multiplying (i) the sum,
        without duplication, of (A) the aggregate amount that is (or may thereafter
        become) available for drawing under all Letters of Credit outstanding at
        such
        time plus (B) the aggregate unpaid amount of all Reimbursement Obligations
        outstanding at such time by (ii) the quotient derived by dividing such Lender’s
        Revolving Commitment by the aggregate of the Revolving Commitments of all
        Revolving Lenders.

       

      “Letter
        of Credit Request”
        has the
        meaning set forth in Section 3.03.

       

      “Lien”
        means,
        with respect to any asset, any mortgage, lien, pledge, charge, security interest
        or encumbrance intended to confer or having the effect of conferring upon
        a
        creditor a preferential interest.

       

      “Loan”
        means a
        Base Rate Loan or a Euro-Dollar Loan, and “Loans” means any combination of the
        foregoing.

       

      “Loan
        Documents”
        means
        this Agreement and the Revolving Notes.

       

      “London
        Interbank Offered Rate”
        means,
        for any Euro-Dollar Loan for any Interest Period, the interest rate for deposits
        in Dollars for a period of time comparable to such Interest Period which
        appears
        on Telerate Page 3750 (or any successor page) as the London interbank offered
        rate for deposits in Dollars at approximately 11:00 A.M. (London time) two
        Business Days before the first day of such Interest Period; provided,
        however,
        if more
        than one rate is specified on Telerate page 3750, the applicable rate shall
        be
        the arithmetic means of all such rates. If for any reason such rate is not
        available, the term “London Interbank Offered Rate” means for any Interest
        Period, the rate per annum appearing on Reuters Screen LIBO Page as the London
        interbank offered rate for deposits in Dollars at approximately 11:00 A.M.
        (London time) two Business Days before the first day of such Interest Period
        for
        a period of time comparable to such Interest Period; provided,
        however,
        that if
        more than one such rate is specified on Reuters Screen LIBO Page, the applicable
        rate shall be the arithmetic mean of all such rates (rounded upwards, if
        necessary, to the nearest 1/100 of 1%). If for any reason the London interbank
        offered rate is not available on either Telerate page 3750 or Reuters Screen
        LIBO Page, the term “London Interbank Offered Rate” means for any Interest
        Period, the rate per annum at which deposits in Dollars are offered to Wachovia
        Bank, National Association in the London interbank market at approximately
        11:00
        A.M. (London time) two Business Days before the first day of such Interest
        Period in an amount approximately equal to the principal amount of the
        Euro-Dollar Loan of Wachovia Bank, National Association to which such Interest
        Period is to apply and for a period of time comparable to such Interest
        Period.

       

      “Mandatory
        Letter of Credit Borrowing”
        has the
        meaning set forth on Section 3.09.

       

      “Margin
        Stock”
        means
“margin stock” as such term is defined in Regulation U.

       

      “Material
        Adverse Effect”
        means
        (i) any material adverse effect upon the business, assets, financial condition
        or operations of the Borrower or the Borrower and its Subsidiaries, taken
        as a
        whole; (ii) a material adverse effect on the ability of the Borrower to perform
        its obligations under this Agreement, the Revolving Notes or the other Loan
        Documents or (iii) a material adverse effect on the validity or enforceability
        of this Agreement, the Revolving Notes or any of the other Loan
        Documents.

       

      “Material
        Debt”
        means
        Debt (other than the Revolving Notes) of the Borrower and/or one or more
        of its
        Restricted Subsidiaries in a principal or face amount exceeding
        $40,000,000.

       

      “Material
        Plan”
        means
        at any time a Plan or Plans having aggregate Unfunded Liabilities in excess
        of
        $25,000,000.

       

      “Moody’s”
        means
        Moody’s Investors Service, Inc., a Delaware corporation, and its successors or,
        absent any such successor, such nationally recognized statistical rating
        organization as the Borrower and the Administrative Agent may
        select.

       

      “Multiemployer
        Plan”
        means
        at any time an employee pension benefit plan within the meaning of Section
        4001(a)(3) of ERISA to which any member of the ERISA Group is then making
        or
        accruing an obligation to make contributions or has within the preceding
        five
        plan years made contributions.

       

      “New
        Lender”
        means
        with respect to any event described in Section 2.07(b), an Eligible Assignee
        which becomes a Lender hereunder as a result of such event, and “New Lenders”
        means any two or more of such New Lenders.

       

      “Non-Defaulting
        Lender”
        means
        each Lender other than a Defaulting Lender, and “Non-Defaulting Lenders” means
        any two or more of such Lenders.

       

      “Non-Extending
        Lender”
        shall
        have the meaning set forth in Section 2.07(c)(i).

       

      “Non-Recourse
        Debt”
        shall
        mean Debt that is nonrecourse to the Borrower or any Restricted
        Subsidiary.

       

      “Non-U.S.
        Lender”
        has the
        meaning set forth in Section 2.16(e).

       

      “Notice
        of Borrowing”
        has the
        meaning set forth in Section 2.02.

       

      “Notice
        of Conversion/Continuation”
        has the
        meaning set forth in Section 2.05(d)(ii).

       

      “Obligations”
        means:

       

      (i)  all
        principal of and interest (including, without limitation, any interest which
        accrues after the commencement of any case, proceeding or other action relating
        to the bankruptcy, insolvency or reorganization of the Borrower, whether
        or not
        allowed or allowable as a claim in any such proceeding) on any Loan, fees
        payable or Reimbursement Obligation under, or any Revolving Note issued pursuant
        to, this Agreement or any other Loan Document;

       

      (ii)  all
        other
        amounts now or hereafter payable by the Borrower and all other obligations
        or
        liabilities now existing or hereafter arising or incurred (including, without
        limitation, any amounts which accrue after the commencement of any case,
        proceeding or other action relating to the bankruptcy, insolvency or
        reorganization of the Borrower, whether or not allowed or allowable as a
        claim
        in any such proceeding) on the part of the Borrower pursuant this Agreement
        or
        any other Loan Document;

       

      (iii)  all
        expenses of the Agents as to which such Agents have a right to reimbursement
        under Section 9.03(a) hereof or under any other similar provision of any
        other
        Loan Document; and

       

      (iv)  all
        amounts paid by any Indemnitee as to which such Indemnitee has the right
        to
        reimbursement under Section 9.03 hereof or under any other similar provision
        of
        any other Loan Document;

       

      together
        in each case with all renewals, modifications, consolidations or extensions
        thereof.

       

      “Other
        Taxes”
        has the
        meaning set forth in Section 2.16(b).

       

      “Parent”
        means
        PPL Corporation, a Pennsylvania corporation, and its successors.

       

      “Participant”
        has the
        meaning set forth in Section 9.06(b).

       

      “PBGC”
        means
        the Pension Benefit Guaranty Corporation or any entity succeeding to any
        or all
        of its functions under ERISA.

       

      “Permitted
        Business”
        with
        respect to any Person means a business that is the same or similar to the
        business of the Borrower or any Subsidiary as of the date hereof, or any
        business reasonably related thereto.

       

      “Person”
        means
        an individual, a corporation, a partnership, an association, a limited liability
        company, a trust or an unincorporated association or any other entity or
        organization, including a government or political subdivision or an agency
        or
        instrumentality thereof.

       

      “Plan”
        means
        at any time an employee pension benefit plan (including a Multiemployer Plan)
        which is covered by Title IV of ERISA or subject to the minimum funding
        standards under Section 412 of the Internal Revenue Code and either (i) is
        maintained, or contributed to, 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, or contributed to, by any Person which was at such
        time a
        member of the ERISA Group for employees of any Person which was at such time
        a
        member of the ERISA Group.

       

      “Prime
        Rate”
        means
        the rate of interest publicly announced by Wachovia Bank, National Association
        in Charlotte, North Carolina from time to time as its Prime Rate.

       

      “Quarterly
        Date”
        means
        the last Business Day of each March, June, September and December.

       

      “Refinanced
        Agreements”
        means
        the Existing Credit Agreement and all instruments, documents and agreements
        relating thereto, in all cases as in effect on the Closing Date.

       

      “Register”
        has the
        meaning set forth in Section 9.06(e).

       

      “Regulation
        D”
        means
        Regulation D of the Board of Governors of the Federal Reserve System, as
        amended, or any successor regulation.

       

      “Regulation
        U”
        means
        Regulation U of the Board of Governors of the Federal Reserve System, as
        amended, or any successor regulation.

       

      “Reimbursement
        Obligations”
        means
        at any time all obligations of the Borrower to reimburse the Issuing Lenders
        pursuant to Section 3.07 for amounts paid by the Issuing Lenders in respect
        of
        drawings under Letters of Credit, including any portion of any such obligation
        to which a Lender has become subrogated pursuant to Section 3.09.

       

      “Replacement
        Date”
        has the
        meaning set forth in Section 2.07(b).

       

      “Replacement
        Lender”
        has the
        meaning set forth in Section 2.07(b).

       

      “Required
        Lenders”
        means
        at any time Non-Defaulting Lenders having at least 51% of the aggregate amount
        of the Revolving Commitments of all Non-Defaulting Lenders or, if the Revolving
        Commitments shall have been terminated, having at least 51% of the aggregate
        amount of the Revolving Outstandings of the Non-Defaulting Lenders at such
        time.

       

      “Restricted
        Subsidiary”
        means
        each Subsidiary listed on Schedule 5.12 and each other Subsidiary designated
        by
        the Borrower as a “Restricted Subsidiary” in writing to the Administrative
        Agent; provided,
        that,
        each Restricted Subsidiary shall be a direct Wholly-Owned Subsidiary of the
        Borrower or a direct Wholly-Owned Subsidiary of a Restricted
        Subsidiary.

       

      “Retiring
        Lender”
        means a
        Lender that ceases to be a Lender hereunder pursuant to the operation of
        Section
        2.07(b).

       

      “Revolving”
        means,
        when used with respect to (i) a Lender’s Commitment, such Lender’s Revolving
        Commitment, as such Revolving Commitment may be reduced from time to time
        pursuant to Sections 2.07, 2.08 or 9.06(c) or increased from time to time
        pursuant to Section 9.06(c), (ii) a Borrowing, a Borrowing made by the Borrower
        under Section 2.01, as identified in the Notice of Borrowing with respect
        thereto, or a Mandatory Letter of Credit Borrowing, (iii) a Loan, a Loan
        made
        under Section 2.01; provided,
        that,
        if any such loan or loans (or portions thereof) are combined or subdivided
        pursuant to a Notice of Conversion/Continuation, the term “Revolving Loan” shall
        refer to the combined principal amount resulting from such combination or
        to
        each of the separate principal amounts resulting from such subdivision, as
        the
        case may be, and (iv) a Revolving Note, a promissory note, substantially
        in the
        form of Exhibit B hereto, issued at the request of a Lender evidencing the
        obligation of the Borrower to repay outstanding Revolving Loans.

       

      “Revolving
        Outstandings”
        means
        at any time, with respect to any Lender, the sum of (i) the aggregate principal
        amount of such Lender’s outstanding Revolving Loans plus (ii) the aggregate
        amount of such Lender’s outstanding Letter of Credit Liabilities.

       

      “Revolving
        Termination Date”
        means
        June 22, 2010 (or, if such day is not a Business Day, the next preceding
        Business Day), as extended from time to time pursuant to Section 2.07(c),
        or
        such earlier date upon which the Revolving Commitments shall have been
        terminated in their entirety in accordance with this Agreement.

       

      “SEC”
        means
        the Securities and Exchange Commission.

       

      “S&P”
        means
        Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., a New York
        corporation, and its successors or, absent any such successor, such nationally
        recognized statistical rating organization as the Borrower and the
        Administrative Agent may select.

       

      “Special
        Purpose Subsidiary”
        means
        any Wholly-Owned Subsidiary (regardless of the form of organization) of the
        Borrower formed solely for the purpose of, and which engages in no other
        activities except those necessary for, effecting financings related to Synthetic
        Leases.

       

      “Standby
        Letter of Credit”
        has the
        meaning set forth in Section 3.02.

       

      “Subsidiary”
        means,
        any Corporation a majority of the outstanding Voting Stock of which is owned,
        directly or indirectly, by the Borrower or one or more other Subsidiaries
        of the
        Borrower.

       

      “Syndication
        Agents”
        means
        Barclays Bank PLC and Citibank, N.A., in their capacities as syndication
        agents
        for the Lenders hereunder and under the other Loan Documents, and their
        successors in such capacity.

       

      “Synthetic
        Lease”
        means
        any synthetic lease, tax retention operating lease, off-balance sheet loan
        or
        similar off-balance sheet financing product where such transaction is considered
        borrowed money indebtedness for tax purposes but is classified as an operating
        lease in accordance with GAAP.

       

      “Taxes”
        has the
        meaning set forth in Section 2.16(a).

       

      “Type”,
        when
        used in respect of any Loan or Borrowing, shall refer to the rate by reference
        to which interest on such Loan or on the Loans comprising such Borrowing
        is
        determined.

       

      “Unfunded
        Liabilities”
        means,
        with respect to any Plan at any time, the amount (if any) by which (i) the
        value
        of all benefit liabilities under such Plan, determined on a plan termination
        basis using the assumptions prescribed by the PBGC for purposes of Section
        4044
        of ERISA, exceeds (ii) the fair market value of all Plan assets allocable
        to
        such liabilities under Title IV of ERISA (excluding any accrued but unpaid
        contributions), all determined as of the then most recent valuation date
        for
        such Plan, but only to the extent that such excess represents a potential
        liability of a member of the ERISA Group to the PBGC or any other Person
        under
        Title IV of ERISA.

       

      “United
        States”
        means
        the United States of America, including the States and the District of Columbia,
        but excluding its territories and possessions.

       

      “Voting
        Stock”
        means
        stock (or other interests) of a Corporation having ordinary voting power
        for the
        election of directors, managers or trustees thereof, whether at all times
        or
        only so long as no senior class of stock has such voting power by reason
        of any
        contingency.

       

      “Wachovia
        Securities”
        means
        Wachovia Capital Markets, LLC, and its successors and assigns.

       

      “Wholly-Owned
        Subsidiary”
        means,
        with respect to any Person at any date, any Subsidiary of such Person all
        of the
        Voting Stock of which (except directors’ qualifying shares) are at the time
        directly or indirectly owned by such Person.

       

      ARTICLE
        II


       

      THE
        CREDITS

       

      Section
        2.01  Commitments
        to Lend.
        Each
        Lender severally agrees, on the terms and conditions set forth in this
        Agreement, to make Revolving Loans to the Borrower pursuant to this Section
        2.01
        from time to time during the Availability Period in amounts such that its
        Revolving Outstandings shall not exceed its Revolving Commitment; provided,
        that,
        immediately after giving effect to each such Revolving Loan, the aggregate
        Revolving Outstandings of all Lenders shall not exceed the aggregate amount
        of
        the Revolving Commitments of all Lenders. Each Revolving Borrowing (other
        than
        Mandatory Letter of Credit Borrowings) shall be in an aggregate principal
        amount
        of $10,000,000 or any larger multiple of $1,000,000 (except that any such
        Borrowing may be in the aggregate amount of the unused Revolving Commitments)
        and shall be made from the several Lenders ratably in proportion to their
        respective Revolving Commitments. Within the foregoing limits, the Borrower
        may
        borrow under this Section 2.01, repay, or, to the extent permitted by Section
        2.09, prepay, Revolving Loans and reborrow under this Section 2.01.

       

      Section
        2.02  Notice
        of Borrowings.
        The
        Borrower shall give the Administrative Agent notice substantially in the
        form of
        Exhibit A-1 hereto (a “Notice
        of Borrowing”)
        not
        later than (a) 11:30 A.M. (Charlotte, North Carolina time) on the date of
        each
        Base Rate Borrowing and (b) 12:00 Noon (Charlotte, North Carolina time) on
        the
        third Business Day before each Euro-Dollar Borrowing, specifying:

       

      (i)  the
        date
        of such Borrowing, which shall be a Business Day;

       

      (ii)  the
        aggregate amount of such Borrowing;

       

      (iii)  the
        initial Type of the Loans comprising such Borrowing; and

       

      (iv)  in
        the
        case of a Euro-Dollar Borrowing, the duration of the initial Interest Period
        applicable thereto, subject to the provisions of the definition of Interest
        Period.

       

      Notwithstanding
        the foregoing, no more than 6 Groups of Euro-Dollar Loans shall be outstanding
        at any one time, and any Loans which would exceed such limitation shall be
        made
        as Base Rate Loans.

       

      Section
        2.03  Notice
        to Lenders; Funding of Loans.

       

      (a)  Notice
        to Lenders.
        Upon
        receipt of a Notice of Borrowing, the Administrative Agent shall promptly
        notify
        each Lender of such Lender’s ratable share (if any) of the Borrowing referred to
        in the Notice of Borrowing, and such Notice of Borrowing shall not thereafter
        be
        revocable by the Borrower.

       

      (b)  Funding
        of Loans.
        Not
        later than (a) 1:00 P.M. (Charlotte, North Carolina time) on the date of
        each
        Base Rate Borrowing and (b) 12:00 Noon (Charlotte, North Carolina time) on
        the
        date of each Euro-Dollar Borrowing, each Lender participating therein shall
        make
        available its share of such Borrowing, in Federal or other funds immediately
        available in Charlotte, North Carolina, to the Administrative Agent at its
        address referred to in Section 9.01. Unless the Administrative Agent determines
        that any applicable condition specified in Article IV has not been satisfied,
        the Administrative Agent shall apply any funds so received in respect of
        Revolving Loans available to the Borrower at the Administrative Agent’s address
        not later than (a) 3:00 P.M. (Charlotte, North Carolina time) on the date
        of
        each Base Rate Borrowing and (b) 2:00 P.M. (Charlotte, North Carolina time)
        on
        the date of each Euro-Dollar Borrowing.

       

      (c)  Funding
        By the Administrative Agent in Anticipation of Amounts Due from the
        Lenders.
        Unless
        the Administrative Agent shall have received notice from a Lender prior to
        the
        date of any Borrowing (except in the case of a Base Rate Borrowing, in which
        case prior to the time of such Borrowing) that such Lender will not make
        available to the Administrative Agent such Lender’s share of such Borrowing, the
        Administrative Agent may assume that such Lender has made such share available
        to the Administrative Agent on the date of such Borrowing in accordance with
        subsection (b) of this Section, and the Administrative Agent may, in reliance
        upon such assumption, make available to the Borrower on such date a
        corresponding amount. If and to the extent that such Lender shall not have
        so
        made such share available to the Administrative Agent, such Lender and the
        Borrower severally agree to repay to the Administrative Agent forthwith on
        demand such corresponding amount, together with interest thereon for each
        day
        from the date such amount is made available to the Borrower until the date
        such
        amount is repaid to the Administrative Agent at (i) a rate per annum equal
        to
        the higher of the Federal Funds Rate and the interest rate applicable thereto
        pursuant to Section 2.05, in the case of the Borrower, and (ii) the Federal
        Funds Rate, in the case of such Lender. If such Lender shall repay to the
        Administrative Agent such corresponding amount, such amount so repaid shall
        constitute such Lender’s Loan included in such Borrowing for purposes of this
        Agreement.

       

      (d)  Obligations
        of Lenders Several.
        The
        failure of any Lender to make a Loan required to be made by it as part of
        any
        Borrowing hereunder shall not relieve any other Lender of its obligation,
        if
        any, hereunder to make any Loan on the date of such Borrowing, but no Lender
        shall be responsible for the failure of any other Lender to make the Loan
        to be
        made by such other Lender on such date of Borrowing.

       

      Section
        2.04  Noteless
        Agreement; Evidence of Indebtedness.

       

      (a)  Each
        Lender shall maintain in accordance with its usual practice an account or
        accounts evidencing the indebtedness of the Borrower to such Lender resulting
        from each Loan made by such Lender from time to time, including the amounts
        of
        principal and interest payable and paid to such Lender from time to time
        hereunder.

       

      (b)  The
        Administrative Agent shall also maintain accounts in which it will record
        (a)
        the amount of each Loan made hereunder, the Type thereof and the Interest
        Period
        with respect thereto, (b) the amount of any principal or interest due and
        payable or to become due and payable from the Borrower to each Lender hereunder
        and (c) the amount of any sum received by the Administrative Agent hereunder
        from the Borrower and each Lender’s share thereof.

       

      (c)  The
        entries maintained in the accounts maintained pursuant to paragraphs (a)
        and (b)
        above shall be prima
        facie
        evidence
        of the existence and amounts of the Obligations therein recorded; provided,
        however, that
        the
        failure of the Administrative Agent or any Lender to maintain such accounts
        or
        any error therein shall not in any manner affect the obligation of the Borrower
        to repay the Obligations in accordance with their terms.

       

      (d)  Any
        Lender may request that its Revolving Loans be evidenced by a Revolving Note.
        In
        such event, the Borrower shall prepare, execute and deliver to such Lender
        a
        Revolving Note payable to the order of such Lender. Thereafter, the Revolving
        Loans evidenced by such Revolving Note and interest thereon shall at all
        times
        (including after any assignment pursuant to Section 9.06(c)) be represented
        by
        one or more Revolving Notes payable to the order of the payee named therein
        or
        any assignee pursuant to Section 9.06(c), except to the extent that any such
        Lender or assignee subsequently returns any such Revolving Note for cancellation
        and requests that such Loans once again be evidenced as described in paragraphs
        (a) and (b) above.

       

      Section
        2.05  Interest
        Rates.

       

      (a)  Interest
        Rate Options.
        The
        Loans shall, at the option of the Borrower and except as otherwise provided
        herein, be incurred and maintained as, or converted into, one or more Base
        Rate
        Loans or Euro-Dollar Loans.

       

      (b)  Base
        Rate Loans.
        Each
        Loan which is made as, or converted into, a Base Rate Loan shall bear interest
        on the outstanding principal amount thereof, for each day from the date such
        Loan is made as, or converted into, a Base Rate Loan until it becomes due
        or is
        converted into a Loan of any other Type, at a rate per annum equal to the
        sum of
        the Base Rate for such day plus the Applicable Percentage, if any, for Base
        Rate
        Loans for such day. Such interest shall be payable quarterly in arrears on
        each
        Quarterly Date and, with respect to the principal amount of any Base Rate
        Loan
        converted to a Euro-Dollar Loan, on the date such Base Rate Loan is so
        converted. Any overdue principal of or interest on any Base Rate Loan shall
        bear
        interest, payable on demand, for each day until paid at a rate per annum
        equal
        to the sum of 2% plus the rate otherwise applicable to Base Rate Loans for
        such
        day.

       

      (c)  Euro-Dollar
        Loans.
        Each
        Euro-Dollar Loan shall bear interest on the outstanding principal amount
        thereof, for each day during the Interest Period applicable thereto, at a
        rate
        per annum equal to the sum of the Adjusted London Interbank Offered Rate
        for
        such Interest Period plus the Applicable Percentage for Euro-Dollar Loans
        for
        such day plus the Applicable Utilization Fee for such day, if any; provided,
        that if
        any Euro-Dollar Loan or any portion thereof shall, as a result of clause
        (iii)
        of the definition of Interest Period, have an Interest Period of less than
        one
        month, such portion shall bear interest during such Interest Period at the
        rate
        applicable to Base Rate Loans during such period. Such interest shall be
        payable
        for each Interest Period on the last day thereof and, if such Interest Period
        is
        longer than three months, at intervals of three months after the first day
        thereof. Any overdue principal of or interest on any Euro-Dollar Loan shall
        bear
        interest, payable on demand, for each day until paid at a rate per annum
        equal
        to the sum of 2% plus the sum of (A) the Adjusted London Interbank Offered
        Rate
        applicable to such Loan at the date such payment was due plus (B) the Applicable
        Percentage for Euro-Dollar Loans for such day plus (C) the Applicable
        Utilization Fee, if any (or, if the circumstance described in Section 2.13
        shall
        exist, at a rate per annum equal to the sum of 2% plus the rate applicable
        to
        Base Rate Loans for such day).

       

      (d)  Method
        of
        Electing Interest Rates.

       

      (i)  Subject
        to Section 2.05(a), the Loans included in each Borrowing shall bear interest
        initially at the type of rate specified by the Borrower in the applicable
        Notice
        of Borrowing. Thereafter, with respect to each Group of Loans, the Borrower
        shall have the option (A) to convert all or any part of (y) so long as no
        Default or Event of Default is in existence on the date of conversion,
        outstanding Base Rate Loans to Euro-Dollar Loans and (z) outstanding Euro-Dollar
        Loans to Base Rate Loans; provided,
        that in
        each case that the amount so converted shall be equal to $10,000,000 or any
        larger multiple of $1,000,000, or (B) upon the expiration of any Interest
        Period
        applicable to outstanding Euro-Dollar Loans, so long as no Default or Event
        of
        Default is in existence on the date of continuation, to continue all or any
        portion of such Loans equal to $10,000,000 and any larger multiple of $1,000,000
        in excess of that amount as Euro-Dollar Loans. The Interest Period of any
        Base
        Rate Loan converted to a Euro-Dollar Loan pursuant to clause (A) above shall
        commence on the date of such conversion. The succeeding Interest Period of
        any
        Euro-Dollar Loan continued pursuant to clause (B) above shall commence on
        the
        last day of the Interest Period of the Loan so continued. Euro-Dollar Loans
        may
        only be converted on the last day of the then current Interest Period applicable
        thereto or on the date required pursuant to Section 2.17.

       

      (ii)  The
        Borrower shall deliver a written notice of each such conversion or continuation
        (a “Notice
        of Conversion/Continuation”)
        to the
        Administrative Agent no later than (A) 12:00 Noon (Charlotte, North Carolina
        time) at least three Business Days before the date of the proposed conversion
        to, or continuation of, a Euro-Dollar Loan and (B) 11:30 A.M. (Charlotte,
        North
        Carolina time) on the day of a conversion to a Base Rate Loan. A written
        Notice
        of Conversion/Continuation shall be substantially in the form of Exhibit
        A-2
        attached hereto and shall specify: (A) the Group of Loans (or portion thereof)
        to which such notice applies, (B) the proposed conversion/continuation date
        (which shall be a Business Day), (C) the aggregate amount of the Loans being
        converted/continued, (D) an election between the Base Rate and the Adjusted
        London Interbank Offered Rate and (E) in the case of a conversion to, or
        a
        continuation of, Euro-Dollar Loans, the requested Interest Period. Upon receipt
        of a Notice of Conversion/Continuation, the Administrative Agent shall give
        each
        Lender prompt notice of the contents thereof and such Lender’s pro rata share of
        all conversions and continuations requested therein. If no timely Notice
        of
        Conversion/Continuation is delivered by the Borrower as to any Euro-Dollar
        Loan,
        and such Loan is not repaid by the Borrower at the end of the applicable
        Interest Period, such Loan shall be converted automatically to a Base Rate
        Loan
        on the last day of the then applicable Interest Period.

       

      (e)  Determination
        and Notice of Interest Rates.
        The
        Administrative Agent shall determine each interest rate applicable to the
        Loans
        hereunder. The Administrative Agent shall give prompt notice to the Borrower
        and
        the participating Lenders of each rate of interest so determined, and its
        determination thereof shall be conclusive in the absence of manifest error.
        Any
        notice with respect to Euro-Dollar Loans shall, without the necessity of
        the
        Administrative Agent so stating in such notice, be subject to adjustments
        in the
        Applicable Percentage applicable to such Loans after the beginning of the
        Interest Period applicable thereto. When during an Interest Period any event
        occurs that causes an adjustment in the Applicable Percentage applicable
        to
        Loans to which such Interest Period is applicable, the Administrative Agent
        shall give prompt notice to the Borrower and the Lenders of such event and
        the
        adjusted rate of interest so determined for such Loans, and its determination
        thereof shall be conclusive in the absence of manifest error.

       

      Section
        2.06  Fees.

       

      (a)  Commitment
        Fees.
        The
        Borrower shall pay to the Administrative Agent for the account of each Lender
        a
        fee (the “Commitment
        Fee”)
        for
        each day at a rate per annum equal to the Applicable Percentage for the
        Commitment Fee for such day. The Commitment Fee shall accrue from and including
        the Effective Date to but excluding the last day of the Availability Period
        on
        the amount by which such Lender’s Revolving Commitment exceeds the sum of its
        Revolving Outstandings on such day, and shall be payable on the last day
        of each
        March, June, September and December and on the Revolving Termination
        Date.

       

      (b)  Letter
        of Credit Fees.
        The
        Borrower shall pay to the Administrative Agent a fee (the “Letter
        of Credit Fee”)
        for
        each day at a rate per annum equal to the Applicable Percentage for the Letter
        of Credit Fee for such day plus the Applicable Utilization Fee for such day,
        if
        any. The Letter of Credit Fee shall accrue from and including the Effective
        Date
        to but excluding the last day of the Availability Period on the aggregate
        amount
        available for drawing under any Letters of Credit outstanding on such day
        and
        shall be payable for the account of the Lenders ratably in proportion to
        their
        participations in such Letter(s) of Credit. In addition, the Borrower shall
        pay
        to each Issuing Lender a fee (the “Fronting
        Fee”)
        in
        respect of each Letter of Credit issued by such Issuing Lender computed at
        the
        rate of .125% per annum on the average amount available for drawing under
        such
        Letter(s) of Credit. Fronting Fees shall be due and payable quarterly in
        arrears
        on each Quarterly Date and upon the first day after the Revolving Termination
        Date upon which no Letters of Credit remain outstanding. In addition, the
        Borrower agrees to pay to each Issuing Lender, upon each issuance of, payment
        under, and/or amendment of, a Letter of Credit, such amount as shall at the
        time
        of such issuance, payment or amendment be the administrative charges and
        expenses which such Issuing Lender is customarily charging for issuances
        of,
        payments under, or amendments to letters of credit issued by it.

       

      (c)  Payments.
        Except
        as otherwise provided in this Section 2.06, accrued fees under this Section
        2.06
        in respect of Loans and Letter of Credit Liabilities shall be payable quarterly
        in arrears on each Quarterly Date, on the last day of the Availability Period
        and, if later, on the date the Loans and Letter of Credit Liabilities shall
        be
        repaid in their entirety. Fees paid hereunder shall not be refundable under
        any
        circumstances.

       

      Section
        2.07  Adjustments
        of Commitments.

       

      (a)  Optional
        Termination or Reductions of Commitments (Pro-Rata).
        The
        Borrower may, upon at least three Business Days’ prior written notice to the
        Administrative Agent, (i) terminate the Revolving Commitments, if there are
        no
        Revolving Outstandings at such time or (ii) ratably reduce from time to time
        by
        a minimum amount of $10,000,000 or any integral multiple of $5,000,000, the
        aggregate amount of the Revolving Commitments in excess of the aggregate
        Revolving Outstandings. Upon receipt of any such notice, the Administrative
        Agent shall promptly notify the Lenders. If the Revolving Commitments are
        terminated in their entirety, all accrued fees shall be payable on the effective
        date of such termination.

       

      (b)  Optional
        Termination of Commitments (Non-Pro-Rata).
        If (i)
        any Lender has demanded compensation or indemnification pursuant to Sections
        2.13, 2.14, 2.15 or 2.16, (ii) the obligation of any Lender to make Euro-Dollar
        Loans has been suspended pursuant to Section 2.14 or (iii) any Lender is
        a
        Defaulting Lender (each such Lender described in clauses (i), (ii) or (iii)
        being a “Retiring
        Lender”),
        the
        Borrower shall have the right, if no Default or Event of Default then exists,
        to
        replace such Lender with one or more Eligible Assignees (which may be one
        or
        more of the Continuing Lenders) (each a “Replacement
        Lender”
        and,
        collectively, the “Replacement
        Lenders”)
        reasonably acceptable to the Administrative Agent. The replacement of a Retiring
        Lender pursuant to this Section 2.07(b) shall be effective on the tenth Business
        Day (the “Replacement
        Date”)
        following the date of notice of such replacement to the Retiring Lender and
        each
        Continuing Lender through the Administrative Agent, subject to the satisfaction
        of the following conditions:

       

      (i)  the
        Replacement Lender shall have satisfied the conditions to assignment and
        assumption set forth in Section 9.06(c) (with all fees payable pursuant to
        Section 9.06(c) to be paid by the Borrower) and, in connection therewith,
        the
        Replacement Lender(s) shall pay:

       

      (A)  to
        the
        Retiring Lender an amount equal in the aggregate to the sum of (x) the principal
        of, and all accrued but unpaid interest on, all outstanding Loans of the
        Retiring Lender, (y) all unpaid drawings that have been funded by (and not
        reimbursed to) the Retiring Lender under Section 3.10, together with all
        accrued
        but unpaid interest with respect thereto and (z) all accrued but unpaid fees
        owing to the Retiring Lender pursuant to Section 2.07; and

       

      (B)  to
        the
        Issuing Lenders an amount equal to the aggregate amount owing by the Retiring
        Lender to the Issuing Lenders as reimbursement pursuant to Section 3.09,
        to the
        extent such amount was not theretofore funded by such Retiring Lender;
        and

       

      (ii)  the
        Borrower shall have paid to the Administrative Agent for the account of the
        Retiring Lender an amount equal to all obligations owing to the Retiring
        Lender
        by the Borrower pursuant to this Agreement and the other Loan Documents (other
        than those obligations of the Borrower referred to in clause (i)(A)
        above).

       

      On
        the
        Replacement Date, each Replacement Lender that is a New Lender shall become
        a
        Lender hereunder, and the Retiring Lender shall cease to constitute a Lender
        hereunder; provided,
        that
        the provisions of this Agreement (including, without limitation, the provisions
        of Sections 2.11, 2.15, 2.16 and 9.03) shall continue to govern the rights
        and
        obligations of a Retiring Lender with respect to any Loans made, any Letters
        of
        Credit issued or any other actions taken by such Retiring Lender while it
        was a
        Lender.

       

      In
        lieu
        of the foregoing, upon express written consent of a majority of the Continuing
        Lenders, the Borrower shall have the right to terminate the Revolving Commitment
        of a Retiring Lender in full. Upon payment by the Borrower to the Administrative
        Agent for the account of the Retiring Lender of an amount equal to the sum
        of
        (i) the aggregate principal amount of all Loans and Letter of Credit Liabilities
        held by the Retiring Lender and (ii) all accrued interest, fees and other
        amounts owing to the Retiring Lender hereunder, including, without limitation,
        all amounts payable by the Borrower to the Retiring Lender under Sections
        2.11,
        2.15, 2.16 or 9.03, such Retiring Lender shall cease to constitute a Lender
        hereunder; provided,
        that
        the provisions of this Agreement (including, without limitation, the provisions
        of Sections 2.11, 2.15, 2.16 and 9.03) shall continue to govern the rights
        and
        obligations of a Retiring Lender with respect to any Loans made, any Letters
        of
        Credit issued or any other actions taken by such Retiring Lender while it
        was a
        Lender.

       

      (c)  Optional
        Extensions of Commitments.

       

      (i)  The
        Borrower may, by sending an Extension Letter to the Administrative Agent
        (in
        which case the Administrative Agent shall promptly deliver a copy to each
        of the
        Lenders), not less than 30 days and not more than 60 days prior to each
        anniversary of the Closing Date, request that the Lenders extend the Revolving
        Termination Date then in effect (the “Current
        Revolving Termination Date”)
        so
        that it will occur one year after the Current Revolving Termination Date.
        Each
        Lender, acting in its sole discretion, shall, by notice to the Administrative
        Agent given no later than 15 days prior to any anniversary of the Closing
        Date
        (the “Election
        Date”),
        advise the Administrative Agent in writing whether or not such Lender agrees
        to
        such extension (each Lender that so advises the Administrative Agent that
        it
        will not extend the Current Revolving Termination Date being referred to
        herein
        as a “Non-Extending
        Lender”);
        provided,
        that
        any Lender that does not advise the Administrative Agent by the Election
        Date
        shall be deemed to be a Non-Extending Lender. The election of any Lender
        to
        agree to such extension shall not obligate any other Lender to
        agree.

       

      (ii)  (A)
        If
        Lenders holding Revolving Commitments that aggregate at least 51% of the
        aggregate Commitments of the Lenders on or prior to the Election Date shall
        not
        have agreed to extend the Revolving Termination Date, then the Current Revolving
        Termination Date shall not be so extended and the outstanding principal balance
        of all loans and other amounts payable hereunder shall be due and payable
        on the
        Current Revolving Termination Date. (B) If (and only if) Lenders holding
        Revolving Commitments that aggregate at least 51% of the aggregate Commitment
        of
        the Lenders on or prior to the Election Date shall have agreed to extend
        the
        Current Revolving Termination Date, then the Revolving Termination Date
        applicable to the Lenders that are Continuing Lenders shall, as of the Extension
        Date, be the day that is one year after the Current Revolving Termination
        Date.
        In the event of such extension, the Commitment of each Non-Extending Lender
        shall terminate on the Current Revolving Termination Date applicable to such
        Non-Extending Lender, all Loans and other amounts payable hereunder to such
        Non-Extending Lender shall become due and payable on such Current Revolving
        Termination Date and the aggregate Commitment of the Lenders hereunder shall
        be
        reduced by the aggregate Commitments of Non-Extending Lenders so terminated
        on
        and after such Current Revolving Termination Date. Each Non-Extending Lender
        shall be required to maintain its original Commitment up to the Revolving
        Termination Date, or Current Revolving Termination Date, as applicable, for
        which such Non-Extending Lender had previously agreed upon.

       

      (iii)  In
        the
        event that the conditions of clause (B) of paragraph (ii) above have been
        satisfied, the Borrower shall have the right on or before the Extension Date,
        at
        its own expense, to require any Non-Extending Lender to transfer and assign
        without recourse or representation (except as to title and the absence of
        Liens
        created by it) (in accordance with and subject to the restrictions contained
        in
        Section 9.06(c)) all its interests, rights and obligations under the Loan
        Documents (including with respect to any Letter of Credit Liabilities) to
        one or
        more Eligible Assignees (which may include any Lender) (each, an “Additional
        Commitment Lender”),
        provided,
        that
        (x) such Additional Commitment Lender, if not already a Lender hereunder,
        shall
        be subject to the approval of the Administrative Agent (not to be unreasonably
        withheld), (y) such assignment shall become effective as of the Extension
        Date
        and (z) the Additional Commitment Lender shall pay to such Non-Extending
        Lender
        in immediately available funds on the effective date of such assignment the
        principal of and interest accrued to the date of payment on the Loans made
        by
        such Non-Extending Lender hereunder and all other amounts accrued for such
        Non-Extending Lender’s account or owed to it hereunder. Notwithstanding the
        foregoing, no extension of the Revolving Termination Date shall become effective
        unless, on the Extension Date, the conditions set forth in Section 4.02 shall
        be
        satisfied (with all references in such paragraphs to the making of a Loan
        or
        issuance of a Letter of Credit being deemed to be references to the extension
        of
        the Commitments on the Extension Date) and the Administrative Agent shall
        have
        received a certificate to that effect dated the Extension Date and executed
        by a
        responsible officer of the Borrower.

       

      Section
        2.08  Maturity
        of Loans; Mandatory Prepayments.

       

      (a)  Scheduled
        Repayments and Prepayments of Loans; Overline Repayments.

       

      (i)  The
        Revolving Loans shall mature on the Revolving Termination Date, and any
        Revolving Loans or Letter of Credit Liabilities then outstanding (together
        with
        accrued interest thereon and fees in respect thereof) shall be due and payable
        or, in the case of Letters of Credit, cash collateralized pursuant to Section
        2.08(a)(ii), on such date.

       

      (ii)  If
        on any
        date the aggregate Revolving Outstandings exceed the aggregate amount of
        the
        Revolving Commitments, the Borrower shall prepay, and there shall become
        due and
        payable (together with accrued interest thereon), such date an aggregate
        principal amount of Loans equal to such excess. If the outstanding Revolving
        Loans have been repaid in full or the Revolving Termination Date shall have
        occurred and any Letter of Credit Liabilities remain outstanding, the Borrower
        shall cash collateralize any Letter of Credit Liabilities by depositing in
        a
        cash collateral account established and maintained (including the investments
        made pursuant thereto) by the Administrative Agent pursuant to a cash collateral
        agreement in form and substance satisfactory to the Administrative Agent
        such
        amounts as are necessary so that, after giving effect to the repayment of
        Revolving Loans and the cash collateralization of Letter of Credit Liabilities
        pursuant to this subsection, the aggregate Revolving Outstandings do not
        exceed
        the aggregate amount of the Revolving Commitments. In determining Revolving
        Outstandings for purposes of this clause (ii), Letter of Credit Liabilities
        shall be reduced to the extent that they are cash collateralized as contemplated
        by this Section 2.08(a)(ii).

       

      (b)  Applications
        of Prepayments and Reductions.

       

      (i)  Each
        prepayment of Loans pursuant to this Section 2.08 shall be applied ratably
        to
        the respective Loans of all of the Lenders.

       

      (ii)  Each
        payment of principal of the Loans shall be made together with interest accrued
        on the amount repaid to the date of payment.

       

      (iii)  Each
        payment of the Loans shall be applied to such Group or Groups of Loans as
        the
        Borrower may designate (or, failing such designation, as determined by the
        Administrative Agent).

       

      Section
        2.09  Optional
        Prepayments and Repayments.

       

      (a)  Prepayments
        of Loans.
        Subject
        to Section 2.11, the Borrower may (i) upon at least one Business Day’s notice to
        the Administrative Agent, prepay any Base Rate Borrowing or (ii) upon at
        least
        three Business Days’ notice to the Administrative Agent, prepay any Euro-Dollar
        Borrowing, in each case in whole at any time, or from time to time in part
        in
        amounts aggregating $10,000,000 or any larger multiple of $1,000,000, by
        paying
        the principal amount to be prepaid together with accrued interest thereon
        to the
        date of prepayment. Each such optional prepayment shall be applied to prepay
        ratably the Loans of the several Lenders included in such
        Borrowing.

       

      (b)  Notice
        to Lenders.
        Upon
        receipt of a notice of prepayment pursuant to Section 2.09(a), the
        Administrative Agent shall promptly notify each Lender of the contents thereof
        and of such Lender’s ratable share (if any) of such prepayment, and such notice
        shall not thereafter be revocable by the Borrower.

       

      Section
        2.10  General
        Provisions as to Payments.

       

      (a)  Payments
        by the Borrower.
        The
        Borrower shall make each payment of principal of and interest on the Loans
        and
        Letter of Credit Liabilities and fees hereunder (other than fees payable
        directly to the Issuing Lenders) not later than 12:00 Noon (Charlotte, North
        Carolina time) on the date when due, without set-off, counterclaim or other
        deduction, in Federal or other funds immediately available in Charlotte,
        North
        Carolina, to the Administrative Agent at its address referred to in Section
        9.01. The Administrative Agent will promptly distribute to each Lender its
        ratable share of each such payment received by the Administrative Agent for
        the
        account of the Lenders. Whenever any payment of principal of or interest
        on the
        Base Rate Loans or Letter of Credit Liabilities or of fees shall be due on
        a day
        which is not a Business Day, the date for payment thereof shall be extended
        to
        the next succeeding Business Day. Whenever any payment of principal of or
        interest on the Euro-Dollar Loans shall be due on a day which is not a Business
        Day, the date for payment thereof shall be extended to the next succeeding
        Business Day unless such Business Day falls in another calendar month, in
        which
        case the date for payment thereof shall be the next preceding Business Day.
        If
        the date for any payment of principal is extended by operation of law or
        otherwise, interest thereon shall be payable for such extended
        time.

       

      (b)  Distributions
        by the 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 Lenders hereunder that the Borrower
        will not make such payment in full, the Administrative Agent may assume that
        the
        Borrower has made such payment in full to the Administrative Agent on such
        date,
        and the Administrative Agent may, in reliance upon such assumption, cause
        to be
        distributed to each Lender on such due date an amount equal to the amount
        then
        due such Lender. If and to the extent that the Borrower shall not have so
        made
        such payment, each Lender shall repay to the Administrative Agent forthwith
        on
        demand such amount distributed to such Lender together with interest thereon,
        for each day from the date such amount is distributed to such Lender until
        the
        date such Lender repays such amount to the Administrative Agent, at the Federal
        Funds Rate.

       

      Section
        2.11  Funding
        Losses.
        If the
        Borrower makes any payment of principal with respect to any Euro-Dollar Loan
        pursuant to the terms and provisions of this Agreement (any conversion of
        a
        Euro-Dollar Loan to a Base Rate Loan pursuant to Section 2.17 being treated
        as a
        payment of such Euro-Dollar Loan on the date of conversion for purposes of
        this
        Section 2.11) on any day other than the last day of the Interest Period
        applicable thereto, or the last day of an applicable period fixed pursuant
        to
        Section 2.05(c), or if the Borrower fails to borrow, convert or prepay any
        Euro-Dollar Loan after notice has been given in accordance with the provisions
        of this Agreement, the Borrower shall reimburse each Lender within 15 days
        after
        demand for any resulting loss or expense incurred by it (and by an existing
        Participant in the related Loan), including, without limitation, any loss
        incurred in obtaining, liquidating or employing deposits from third parties,
        but
        excluding loss of margin for the period after any such payment or failure
        to
        borrow or prepay; provided,
        that
        such Lender shall have delivered to the Borrower a certificate as to the
        amount
        of such loss or expense, which certificate shall be conclusive in the absence
        of
        manifest error.

       

      Section
        2.12  Computation
        of Interest and Fees.
        Interest on Loans based on the Prime Rate hereunder shall be computed on
        the
        basis of a year of 365 days (or 366 days in a leap year) and paid for the
        actual
        number of days elapsed. All other interest and fees shall be computed on
        the
        basis of a year of 360 days and paid for the actual number of days elapsed
        (including the first day but excluding the last day).

       

      Section
        2.13  Basis
        for Determining Interest Rate Inadequate, Unfair or
        Unavailable.
        If on
        or prior to the first day of any Interest Period for any Euro-Dollar Loan:
        (a)
        Lenders having 50% or more of the aggregate amount of the Revolving Commitments
        advise the Administrative Agent that the Adjusted London Interbank Offered
        Rate
        as determined by the Administrative Agent, will not adequately and fairly
        reflect the cost to such Lenders of funding their Euro-Dollar Loans for such
        Interest Period; or (b) the Administrative Agent shall determine that no
        reasonable means exists for determining the Adjusted London Interbank Offered
        Rate, the Administrative Agent shall forthwith give notice thereof to the
        Borrower and the Lenders, whereupon until the Administrative Agent notifies
        the
        Borrower that the circumstances giving rise to such suspension no longer
        exist,
        (i) the obligations of the Lenders to make Euro-Dollar Loans or to convert
        outstanding Loans into Euro-Dollar Loans shall be suspended; and (ii) each
        outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on
        the
        last day of the current Interest Period applicable thereto. Unless the Borrower
        notifies the Administrative Agent at least two Domestic Business Days before
        the
        date of (or, if at the time the Borrower receives such notice the day is
        the
        date of, or the date immediately preceding, the date of such Euro-Dollar
        Borrowing, by 10:00 A.M. on the date of) any Euro-Dollar Borrowing for which
        a
        Notice of Borrowing has previously been given that it elects not to borrow
        on
        such date, such Borrowing shall instead be made as a Base Rate
        Borrowing.

       

      Section
        2.14  Illegality.
        If, on
        or after the date of this Agreement, the adoption of any applicable law,
        rule or
        regulation, or any change in any applicable law, rule or regulation, or any
        change in the interpretation or administration thereof by any Governmental
        Authority, central bank or comparable agency charged with the interpretation
        or
        administration thereof, or compliance by any Lender (or its Euro-Dollar Lending
        Office) with any request or directive (whether or not having the force of
        law)
        of any such authority, central bank or comparable agency shall make it unlawful
        or impossible for any Lender (or its Euro-Dollar Lending Office) to make,
        maintain or fund its Euro-Dollar Loans and such Lender shall so notify the
        Administrative Agent, the Administrative Agent shall forthwith give notice
        thereof to the other Lenders and the Borrower, whereupon until such Lender
        notifies the Borrower and the Administrative Agent that the circumstances
        giving
        rise to such suspension no longer exist, the obligation of such Lender to
        make
        Euro-Dollar Loans, or to convert outstanding Loans into Euro-Dollar Loans,
        shall
        be suspended. Before giving any notice to the Administrative Agent pursuant
        to
        this Section, such Lender shall designate a different Euro-Dollar Lending
        Office
        if such designation will avoid the need for giving such notice and will not,
        in
        the judgment of such Lender, be otherwise disadvantageous to such Lender.
        If
        such notice is given, each Euro-Dollar Loan of such Lender then outstanding
        shall be converted to a Base Rate Loan either (i) on the last day of the
        then
        current Interest Period applicable to such Euro-Dollar Loan if such Lender
        may
        lawfully continue to maintain and fund such Loan to such day or (ii) immediately
        if such Lender shall determine that it may not lawfully continue to maintain
        and
        fund such Loan to such day.

       

      Section
        2.15  Increased
        Cost and Reduced Return.

       

      (a)  Increased
        Costs.
        If
        after the date hereof, the adoption of any applicable law, rule or regulation,
        or any change in any applicable law, rule or regulation, or any change in
        the
        interpretation or administration thereof by any Governmental Authority, central
        bank or comparable agency charged with the interpretation or administration
        thereof, or compliance by any Lender (or its Applicable Lending Office) with
        any
        request or directive (whether or not having the force of law) of any such
        authority, central bank or comparable agency shall impose, modify or deem
        applicable any reserve (including, without limitation, any such requirement
        imposed by the Board of Governors of the Federal Reserve System), special
        deposit, insurance assessment or similar requirement against Letters of Credit
        issued or participated in by, assets of, deposits with or for the account
        of or
        credit extended by, any Lender (or its Applicable Lending Office) or shall
        impose on any Lender (or its Applicable Lending Office) or on the United
        States
        market for certificates of deposit or the London interbank market any other
        condition affecting its Euro-Dollar Loans, its Revolving Notes, its obligation
        to make Euro-Dollar Loans or its obligations hereunder in respect of Letters
        of
        Credit, and the result of any of the foregoing is to increase the cost to
        such
        Lender (or its Applicable Lending Office) of making or maintaining any
        Euro-Dollar Loan, or of issuing or participating in any Letter of Credit,
        or to
        reduce the amount of any sum received or receivable by such Lender (or its
        Applicable Lending Office) under this Agreement or under its Revolving Notes
        with respect thereto, then, within 15 days after demand by such Lender (with
        a
        copy to the Administrative Agent), the Borrower shall pay to such Lender
        such
        additional amount or amounts, as determined by such Lender in good faith,
        as
        will compensate such Lender for such increased cost or reduction, solely
        to the
        extent that any such additional amounts were incurred by the Lender within
        90
        days of such demand.

       

      (b)  Capital
        Adequacy.
        If any
        Lender shall have determined that, after the date hereof, the adoption of
        any
        applicable law, rule or regulation regarding capital adequacy, or any change
        in
        any such law, rule or regulation, or any change in the interpretation or
        administration thereof by any Governmental Authority, central bank or comparable
        agency charged with the interpretation or administration thereof, or any
        request
        or directive regarding capital adequacy (whether or not having the force
        of law)
        of any such authority, central bank or comparable agency, has or would have
        the
        effect of reducing the rate of return on capital of such Lender (or any Person
        controlling such Lender) as a consequence of such Lender’s obligations hereunder
        to a level below that which such Lender (or any Person controlling such Lender)
        could have achieved but for such adoption, change, request or directive (taking
        into consideration its policies with respect to capital adequacy), then from
        time to time, within 15 days after demand by such Lender (with a copy to
        the
        Administrative Agent), the Borrower shall pay to such Lender such additional
        amount or amounts as will compensate such Lender (or any Person controlling
        such
        Lender) for such reduction, solely to the extent that any such additional
        amounts were incurred by the Lender within 90 days of such demand.

       

      (c)  Notices.
        Each
        Lender will promptly notify the Borrower and the Administrative Agent of
        any
        event of which it has knowledge, occurring after the date hereof, that will
        entitle such Lender to compensation pursuant to this Section and will designate
        a different Applicable Lending Office if such designation will avoid the
        need
        for, or reduce the amount of, such compensation and will not, in the judgment
        of
        such Lender, be otherwise disadvantageous to such Lender. A certificate of
        any
        Lender claiming compensation under this Section and setting forth in reasonable
        detail the additional amount or amounts to be paid to it hereunder shall
        be
        conclusive in the absence of manifest error. In determining such amount,
        such
        Lender may use any reasonable averaging and attribution methods.

       

      Section
        2.16  Taxes.

       

      (a)  Payments
        Net of Certain Taxes.
        Any and
        all payments by the Borrower to or for the account of any Lender or any Agent
        hereunder or under any other Loan Document shall be made free and clear of
        and
        without deduction for any and all present or future taxes, duties, levies,
        imposts, deductions, charges and withholdings and all liabilities with respect
        thereto, excluding: (i) taxes imposed on or measured by the net income
        (including branch profits or similar taxes) of, and gross receipts, franchise
        or
        similar taxes imposed on, any Agent or any Lender by the jurisdiction (or
        subdivision thereof) under the laws of which such Lender or Agent is organized
        or in which its principal executive office is located or, in the case of
        each
        Lender, in which its Applicable Lending Office is located, and (ii) in the
        case
        of each Lender, any United States withholding tax imposed on such payments,
        but
        only to the extent that such Lender is subject to United States withholding
        tax
        at the time such Lender first becomes a party to this Agreement or changes
        its
        Applicable Lending Office (all such nonexcluded taxes, duties, levies, imposts,
        deductions, charges, withholdings and liabilities being hereinafter referred
        to
        as “Taxes”).
        If
        the Borrower shall be required by law to deduct any Taxes from or in respect
        of
        any sum payable hereunder or under any other Loan Document to any Lender
        or any
        Agent, (i) the sum payable shall be increased as necessary so that after
        making
        all such required deductions (including deductions applicable to additional
        sums
        payable under this Section 2.16(a)) such Lender or Agent (as the case may
        be)
        receives an amount equal to the sum it would have received had no such
        deductions been made, (ii) the Borrower shall make such deductions, (iii)
        the
        Borrower shall pay the full amount deducted to the relevant taxation authority
        or other authority in accordance with applicable law and (iv) the Borrower
        shall
        furnish to the Administrative Agent, for delivery to such Lender, the original
        or a certified copy of a receipt evidencing payment thereof.

       

      (b)  Other
        Taxes.
        In
        addition, the Borrower agrees to pay any and all present or future stamp
        or
        documentary taxes and any other excise or property taxes, or similar charges
        or
        levies, which arise from any payment made pursuant to this Agreement, any
        Revolving Note or any other Loan Document or from the execution, delivery,
        registration or enforcement of, or otherwise with respect to, this Agreement,
        any Revolving Note or any other Loan Document (collectively, “Other
        Taxes”).

       

      (c)  Indemnification.
        The
        Borrower agrees to indemnify each Lender and each Agent for the full amount
        of
        Taxes and Other Taxes (including, without limitation, any Taxes or Other
        Taxes
        imposed or asserted by any jurisdiction on amounts payable under this Section
        2.16(c)), whether or not correctly or legally asserted, paid by such Lender
        or
        Agent (as the case may be) and any liability (including penalties, interest
        and
        expenses) arising therefrom or with respect thereto as certified in good
        faith
        to the Borrower by each Lender or Agent seeking indemnification pursuant
        to this
        Section 2.16(c). This indemnification shall be paid within 15 days after
        such
        Lender or Agent (as the case may be) makes demand therefor.

       

      (d)  Refunds
        or Credits.
        If a
        Lender or Agent receives a refund, credit or other reduction from a taxation
        authority for any Taxes or Other Taxes for which it has been indemnified
        by the
        Borrower or with respect to which the Borrower has paid additional amounts
        pursuant to this Section 2.16, it shall within 15 days from the date of such
        receipt pay over the amount of such refund, credit or other reduction to
        the
        Borrower (but only to the extent of indemnity payments made or additional
        amounts paid by the Borrower under this Section 2.16 with respect to the
        Taxes
        or Other Taxes giving rise to such refund, credit or other reduction), net
        of
        all reasonable out-of-pocket expenses of such Lender or Agent (as the case
        may
        be) and without interest (other than interest paid by the relevant taxation
        authority with respect to such refund, credit or other reduction); provided,
        however,
        that
        the Borrower agrees to repay, upon the request of such Lender or Agent (as
        the
        case may be), the amount paid over to the Borrower (plus penalties, interest
        or
        other charges) to such Lender or Agent in the event such Lender or Agent
        is
        required to repay such refund or credit to such taxation authority.

       

      (e)  Tax
        Forms and Certificates.
        On or
        before the date it becomes a party to this Agreement, from time to time
        thereafter if reasonably requested by the Borrower, and at any time it changes
        its Applicable Lending Office, each Lender organized under the laws of a
        jurisdiction other than the United States, any State thereof or the District
        of
        Columbia (a “Non-U.S.
        Lender”)
        shall
        deliver to the Borrower and the Administrative Agent: (i) two properly completed
        and duly executed copies of Internal Revenue Service Form W-8 BEN, or any
        successor form prescribed by the Internal Revenue Service, certifying that
        such
        Lender is entitled to the benefits under an income tax treaty to which the
        United States is a party which exempts the Lender from United States withholding
        tax or reduces the rate of withholding tax on payments of interest for the
        account of such Lender or (ii) two properly completed and duly executed copies
        of Internal Revenue Service Form W-8 ECI, or any successor form prescribed
        by
        the Internal Revenue Service, certifying that the income receivable pursuant
        to
        this Agreement and the other Loan Documents is effectively connected with
        the
        conduct of a trade or business in the United States. In addition, each Non-U.S.
        Lender agrees that from time to time after the Closing Date, when a lapse
        in
        time or change in circumstances renders the previous certification obsolete
        or
        inaccurate in any material respect, it will deliver to the Borrower and the
        Administrative Agent two new accurate and complete signed originals of Internal
        Revenue Service Form W-8 BEN or W-8 ECI, or successor forms, as the case
        may be,
        and such other forms as may be required in order to confirm or establish
        the
        entitlement of such Non-U.S. Lender to a continued exemption from or reduction
        in United States withholding tax with respect to payments under this Agreement
        and any other Loan Document, or it shall immediately notify the Borrower
        and the
        Administrative Agent of its inability to deliver any such Form or
        certificate.

       

      (f)  Exclusions.
        The
        Borrower shall not be required to indemnify any Non-U.S. Lender or Agent,
        or to
        pay any additional amount to any Non-U.S. Lender or Agent, pursuant to Section
        2.16(a), (b) or (c) in respect of Taxes or Other Taxes to the extent that
        the
        obligation to indemnify or pay such additional amounts would not have arisen
        but
        for the failure of such Non-U.S. Lender to comply with the provisions of
        subsection (e) above.

       

      (g)  Mitigation.
        If the
        Borrower is required to pay additional amounts to or for the account of any
        Lender pursuant to this Section 2.16, then such Lender will use reasonable
        efforts (which shall include efforts to rebook the Revolving Loans held by
        such
        Lender to a new Applicable Lending Office, or through another branch or
        affiliate of such Lender) to change the jurisdiction of its Applicable Lending
        Office if, in the good faith judgment of such Lender, such efforts (i) will
        eliminate or, if it is not possible to eliminate, reduce to the greatest
        extent
        possible any such additional payment which may thereafter accrue and (ii)
        is not
        otherwise disadvantageous, in the sole determination of such Lender, to such
        Lender. Any Lender claiming any indemnity payment or additional amounts payable
        pursuant to this Section shall use reasonable efforts (consistent with legal
        and
        regulatory restrictions) to file any certificate or document reasonably
        requested in writing by the Borrower or to change the jurisdiction of its
        Applicable Lending Office if the making of such a filing or change would
        avoid
        the need for or reduce the amount of any such indemnity payment or additional
        amounts that may thereafter accrue and would not, in the sole determination
        of
        such Lender, be otherwise disadvantageous to such Lender.

       

      (h)  Confidentiality.
        Nothing
        contained in this Section shall require any Lender or any Agent to make
        available any of its tax returns (or any other information that it deems
        to be
        confidential or proprietary).

       

      Section
        2.17  Base
        Rate Loans Substituted for Affected Euro-Dollar Loans.
        If (a)
        the obligation of any Lender to make or maintain, or to convert outstanding
        Loans to, Euro-Dollar Loans has been suspended pursuant to Section 2.14 or
        (b)
        any Lender has demanded compensation under Section 2.15(a) with respect to
        its
        Euro-Dollar Loans and, in any such case, the Borrower shall, by at least
        four
        Business Days’ prior notice to such Lender through the Administrative Agent,
        have elected that the provisions of this Section shall apply to such Lender,
        then, unless and until such Lender notifies the Borrower that the circumstances
        giving rise to such suspension or demand for compensation no longer
        apply:

       

      (i)  all
        Loans
        which would otherwise be made by such Lender as (or continued as or converted
        into) Euro-Dollar Loans shall instead be Base Rate Loans (on which interest
        and
        principal shall be payable contemporaneously with the related Euro-Dollar
        Loans
        of the other Lenders); and

       

      (ii)  after
        each of its Euro-Dollar Loans has been repaid (or converted to a Base Rate
        Loan), all payments of principal that would otherwise be applied to repay
        such
        Euro-Dollar Loans shall be applied to repay its Base Rate Loans
        instead.

       

      If
        such
        Lender notifies the Borrower that the circumstances giving rise to such notice
        no longer apply, the principal amount of each such Base Rate Loan shall be
        converted into a Euro-Dollar Loan on the first day of the next succeeding
        Interest Period applicable to the related Euro-Dollar Loans of the other
        Lenders.

       

      ARTICLE
        III


       

      LETTERS
        OF CREDIT

       

      Section
        3.01  Existing
        Letters of Credit.
        On
        the
        Closing Date, each Issuing Lender that has issued an Existing Letter of Credit
        shall be deemed, without further action by any party to this Agreement, to
        have
        sold to each Lender having a Revolving Commitment, and each such Lender shall
        be
        deemed, without further action by any party hereto, to have purchased from
        such
        Issuing Lender, without recourse or warranty, an undivided participation
        interest in such Existing Letter of Credit and the related Letter of Credit
        Liabilities in the proportion its Revolving Commitment bears to the aggregate
        Revolving Commitments.

       

      Section
        3.02  Additional
        Letters of Credit.
        The
        Issuing Lender agrees, on the terms and conditions set forth in this Agreement,
        to issue Letters of Credit from time to time before the 5th day prior to
        the
        Revolving Termination Date for the account, and upon the request, of the
        Borrower and in support of such obligations of the Borrower that are acceptable
        to the Issuing Lender (each such letter of credit, a “Standby
        Letter of Credit”
        and,
        collectively, the “Standby
        Letters of Credit”);
        provided,
        that,
        immediately after each Letter of Credit is issued, (A) the aggregate amount
        of
        the Letter of Credit Liabilities shall not exceed the Letter of Credit
        Commitment and (B) the Revolving Outstandings shall not exceed the aggregate
        amount of the Revolving Commitments.

       

      Section
        3.03  Method
        of Issuance of Letters of Credit.
        The
        Borrower shall give the Issuing Lender notice substantially in the form of
        Exhibit A-3 to this Agreement (a “Letter
        of Credit Request”)
        of the
        requested issuance or extension of a Letter of Credit prior to 1:00 P.M.
        (Charlotte, North Carolina time) on the proposed date of the issuance or
        extension of Standby Letters of Credit (which shall be a Domestic Business
        Day)
        (or such shorter period as may be agreed by the Issuing Lender in any particular
        instance), specifying the date such Letter of Credit is to be issued or extended
        and describing the terms of such Letter of Credit and the nature of the
        transactions to be supported thereby. The extension or renewal of any Letter
        of
        Credit shall be deemed to be an issuance of such Letter of Credit, and if
        any
        Letter of Credit contains a provision pursuant to which it is deemed to be
        extended unless notice of termination is given by the Issuing Lender, the
        Issuing Lender shall timely give such notice of termination unless it has
        theretofore timely received a Letter of Credit Request and the other conditions
        to issuance of a Letter of Credit have theretofore been met with respect
        to such
        extension. No Letter of Credit shall have a term of more than one year;
provided,
        that no
        Letter of Credit shall have a term extending or be so extendible beyond the
        fifth Business Day before the Revolving Termination Date.

       

      Section
        3.04  Conditions
        to Issuance of Additional Letters of Credit.
        The
        issuance by the Issuing Lender of each Additional Letter of Credit shall,
        in
        addition to the conditions precedent set forth in Article III, be subject
        to the
        conditions precedent that (i) such Letter of Credit shall be satisfactory
        in
        form and substance to the Issuing Lender, (ii) the Borrower shall have executed
        and delivered such other instruments and agreements relating to such Letter
        of
        Credit as the Issuing Lender shall have reasonably requested and (iii) the
        Issuing Lender shall have confirmed on the date of (and after giving effect
        to)
        such issuance that (A) the aggregate amount of all Letter of Credit Liabilities
        will not exceed the Letter of Credit Commitment and (B) the aggregate Revolving
        Outstandings will not exceed the aggregate amount of the Revolving Commitments.
        Notwithstanding any other provision of this Section 3.04, the Issuing Lender
        shall not be under any obligation to issue any Additional Letter of Credit
        if:
        any order, judgment or decree of any governmental authority shall by its
        terms
        purport to enjoin or restrain the Issuing Lender from issuing such Additional
        Letter of Credit, or any requirement of law applicable to the Issuing Lender
        or
        any request or directive (whether or not having the force of law) from any
        governmental authority with jurisdiction over the Issuing Lender shall prohibit,
        or request that the Issuing Lender refrain from, the issuance of letters
        of
        credit generally or such Additional Letter of Credit in particular or shall
        impose upon the Issuing Lender with respect to such Additional Letter of
        Credit
        any restriction, reserve or capital requirement (for which the Issuing Lender
        is
        not otherwise compensated hereunder) not in effect on the Closing Date, or
        shall
        impose upon the Issuing Lender any unreimbursed loss, cost or expense which
        was
        not applicable on the Closing Date and which the Issuing Lender in good faith
        deems material to it.

       

      Section
        3.05  Purchase
        and Sale of Letter of Credit Participations.
        Upon
        the issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender
        shall be deemed, without further action by any party hereto, to have sold
        to
        each Lender, and each Lender shall be deemed, without further action by any
        party hereto, to have purchased from such Issuing Lender, without recourse
        or
        warranty, an undivided participation interest in such Letter of Credit and
        the
        related Letter of Credit Liabilities in the proportion its Revolving Commitment
        bears to the aggregate Revolving Commitments (although the Fronting Fee payable
        under Section 2.06(b) shall be payable directly to the Administrative Agent
        for
        the account of the applicable Issuing Lender, and the Lenders (other than
        such
        Issuing Lender) shall have no right to receive any portion of any such Fronting
        Fee) and any security therefor or guaranty pertaining thereto. Upon any change
        in the Revolving Commitments pursuant to Section 9.06(c), there shall be
        an
        automatic adjustment to the participations in all outstanding Letters of
        Credit
        and Letter of Credit Liabilities to reflect the adjusted Revolving Commitments
        of the assigning and assignee Lenders or of all Lenders having Revolving
        Commitments, as the case may be.

       

      Section
        3.06  Drawings
        under Letters of Credit.
        Upon
        receipt from the beneficiary of any Letter of Credit of any notice of a drawing
        under such Letter of Credit, the applicable Issuing Lender shall determine
        in
        accordance with the terms of such Letter of Credit whether such drawing should
        be honored. If the Issuing Lender determines that any such drawing shall
        be
        honored, such Issuing Lender shall make available to such beneficiary in
        accordance with the terms of such Letter of Credit the amount of the drawing
        and
        shall notify the Borrower as to the amount to be paid as a result of such
        drawing and the payment date.

       

      Section
        3.07  Reimbursement
        Obligations.
        The
        Borrower shall be irrevocably and unconditionally obligated forthwith to
        reimburse the applicable Issuing Lender for any amounts paid by such Issuing
        Lender upon any drawing under any Letter of Credit, together with any and
        all
        reasonable charges and expenses which the Issuing Lender may pay or incur
        relative to such drawing and interest on the amount drawn at the rate applicable
        to Base Rate Loans for each day from and including the date such amount is
        drawn
        to but excluding the date such reimbursement payment is due and payable.
        Such
        reimbursement payment shall be due and payable (i) at or before 1:00 P.M.
        (Charlotte, North Carolina time) on the date the Issuing Lender notifies
        the
        Borrower of such drawing, if such notice is given at or before 10:00 A.M.
        (Charlotte, North Carolina time) on such date or (ii) at or before 10:00
        A.M.
        (Charlotte, North Carolina time) on the next succeeding Business Day;
provided,
        that no
        payment otherwise required by this sentence to be made by the Borrower at
        or
        before 1:00 P.M. (Charlotte, North Carolina time) on any day shall be overdue
        hereunder if arrangements for such payment satisfactory to the Issuing Lender,
        in its reasonable discretion, shall have been made by the Borrower at or
        before
        1:00 P.M. (Charlotte, North Carolina time) on such day and such payment is
        actually made at or before 3:00 P.M. (Charlotte, North Carolina time) on
        such
        day. In addition, the Borrower agrees to pay to the Issuing Lender interest,
        payable on demand, on any and all amounts not paid by the Borrower to the
        Issuing Lender when due under this Section 3.07, for each day from and including
        the date when such amount becomes due to but excluding the date such amount
        is
        paid in full, whether before or after judgment, at a rate per annum equal
        to the
        sum of 2% plus the rate applicable to Base Rate Loans for such day. Each
        payment
        to be made by the Borrower pursuant to this Section 3.07 shall be made to
        the
        Issuing Lender in Federal or other funds immediately available to it at its
        address referred to Section 9.01.

       

      Section
        3.08  Duties
        of Issuing Lenders to Lenders; Reliance.
        In
        determining whether to pay under any Letter of Credit, the relevant Issuing
        Lender shall not have any obligation relative to the Lenders participating
        in
        such Letter of Credit or the related Letter of Credit Liabilities other than
        to
        determine that any document or documents required to be delivered under such
        Letter of Credit have been delivered and that they substantially comply on
        their
        face with the requirements of such Letter of Credit. Any action taken or
        omitted
        to be taken by an Issuing Lender under or in connection with any Letter of
        Credit shall not create for the Issuing Lender any resulting liability if
        taken
        or omitted in the absence of gross negligence or willful misconduct. Each
        Issuing Lender shall be entitled (but not obligated) to rely, and shall be
        fully
        protected in relying, on the representation and warranty by the Borrower
        set
        forth in the last sentence of Section 4.02 to establish whether the conditions
        specified in clauses (c), (d) and (e) of Section 4.02 are met in connection
        with
        any issuance or extension of a Letter of Credit. Each Issuing Lender shall
        be
        entitled to rely, and shall be fully protected in relying, upon advice and
        statements of legal counsel, independent accountants and other experts selected
        by such Issuing Lender and upon any Letter of Credit, draft, writing,
        resolution, notice, consent, certificate, affidavit, letter, cablegram,
        telegram, telecopier, telex or teletype message, statement, order or other
        document believed by it in good faith to be genuine and correct and to have
        been
        signed, sent or made by the proper Person or Persons, and may accept documents
        that appear on their face to be in order, without responsibility for further
        investigation, regardless of any notice or information to the contrary unless
        the beneficiary and the Borrower shall have notified such Issuing Lender
        that
        such documents do not comply with the terms and conditions of the Letter
        of
        Credit. Each Issuing Lender shall be fully justified in refusing to take
        any
        action requested of it under this Section in respect of any Letter of Credit
        unless it shall first have received such advice or concurrence of the Required
        Lenders as it reasonably deems appropriate or it shall first be indemnified
        to
        its reasonable satisfaction by the Lenders against any and all liability
        and
        expense which may be incurred by it by reason of taking or continuing to
        take,
        or omitting or continuing to omit, any such action. Notwithstanding any other
        provision of this Section, each Issuing Lender shall in all cases be fully
        protected in acting, or in refraining from acting, under this Section in
        respect
        of any Letter of Credit in accordance with a request of the Required Lenders,
        and such request and any action taken or failure to act pursuant hereto shall
        be
        binding upon all Lenders and all future holders of participations in such
        Letter
        of Credit; provided,
        that
        this sentence shall not affect any rights the Borrower may have against the
        Issuing Lender or the Lenders that make such request.

       

      Section
        3.09  Obligations
        of Lenders to Reimburse Issuing Lender for Unpaid
        Drawings.
        If any
        Issuing Lender makes any payment under any Letter of Credit and the Borrower
        shall not have reimbursed such amount in full to such Issuing Lender pursuant
        to
        Section 3.07, the Issuing Lender shall promptly notify the Administrative
        Agent,
        and the Administrative Agent shall promptly notify each Lender (other than
        the
        relevant Issuing Lender), and each such Lender shall promptly and
        unconditionally pay to the Administrative Agent, for the account of such
        Issuing
        Lender, such Lender’s share of such payment (determined by the proportion its
        Revolving Commitment bears to the aggregate Revolving Commitments) in Dollars
        in
        Federal or other immediately available funds, the aggregate of such payments
        relating to each unreimbursed amount being referred to herein as a “Mandatory
        Letter of Credit Borrowing”;
        provided,
        however,
        that no
        Lender shall be obligated to pay to the Administrative Agent its pro rata
        share
        of such unreimbursed amount for any wrongful payment made by the relevant
        Issuing Lender under a Letter of Credit as a result of acts or omissions
        constituting willful misconduct or gross negligence by such Issuing Lender.
        If
        the Administrative Agent so notifies a Lender prior to 11:00 A.M. (Charlotte,
        North Carolina time) on any Business Day, such Lender shall make available
        to
        the Administrative Agent at its address referred to in Section 9.01 and for
        the
        account of the relevant Issuing Lender such Lender’s pro rata share of the
        amount of such payment by 3:00 P.M. (Charlotte, North Carolina time) on the
        Business Day following such Lender’s receipt of notice from the Administrative
        Agent, together with interest on such amount for each day from and including
        the
        date of such drawing to but excluding the day such payment is due from such
        Lender at the Federal Funds Rate for such day (which funds the Administrative
        Agent shall promptly remit to such Issuing Lender). The failure of any Lender
        to
        make available to the Administrative Agent for the account of an Issuing
        Lender
        its pro rata share of any unreimbursed drawing under any Letter of Credit
        shall
        not relieve any other Lender of its obligation hereunder to make available
        to
        the Administrative Agent for the account of such Issuing Lender its pro rata
        share of any payment made under any Letter of Credit on the date required,
        as
        specified above, but no such Lender shall be responsible for the failure
        of any
        other Lender to make available to the Administrative Agent for the account
        of
        the Issuing Lender such other Lender’s pro rata share of any such payment. Upon
        payment in full of all amounts payable by a Lender under this Section 3.09,
        such
        Lender shall be subrogated to the rights of the Issuing Lender against the
        Borrower to the extent of such Lender’s pro rata share of the related Letter of
        Credit Liabilities (including interest accrued thereon). If any Lender fails
        to
        pay any amount required to be paid by it pursuant to this Section 3.09 on
        the
        date on which such payment is due, interest shall accrue on such Lender’s
        obligation to make such payment, for each day from and including the date
        such
        payment became due to but excluding the date such Lender makes such payment,
        whether before or after judgment, at a rate per annum equal to (i) for each
        day
        from the date such payment is due to the third succeeding Business Day,
        inclusive, the Federal Funds Rate for such day as determined by the relevant
        Issuing Lender and (ii) for each day thereafter, the sum of 2% plus the rate
        applicable to its Base Rate Loans for such day. Any payment made by any Lender
        after 3:00 P.M. (Charlotte, North Carolina time) on any Business Day shall
        be
        deemed for purposes of the preceding sentence to have been made on the next
        succeeding Business Day.

       

      Section
        3.10  Funds
        Received from the Borrower in Respect of Drawn Letters of
        Credit.
        Whenever an Issuing Lender receives a payment of a Reimbursement Obligation
        as
        to which the Administrative Agent has received for the account of such Issuing
        Lender any payments from the Lenders pursuant to Section 3.09 above, such
        Issuing Lender shall pay the amount of such payment to the Administrative
        Agent,
        and the Administrative Agent shall promptly pay to each Lender which has
        paid
        its pro rata share thereof, in Dollars in Federal or other immediately available
        funds, an amount equal to such Lender’s pro rata share of the principal amount
        thereof and interest thereon for each day after relevant date of payment
        at the
        Federal Funds Rate.

       

      Section
        3.11  Obligations
        in Respect of Letters of Credit Unconditional.
        The
        obligations of the Borrower under Section 3.07 above shall be absolute,
        unconditional and irrevocable, and shall be performed strictly in accordance
        with the terms of this Agreement, under all circumstances whatsoever, including,
        without limitation, the following circumstances:

       

      (a)  any
        lack
        of validity or enforceability of this Agreement or any Letter of Credit or
        any
        document related hereto or thereto;

       

      (b)  any
        amendment or waiver of or any consent to departure from all or any of the
        provisions of this Agreement or any Letter of Credit or any document related
        hereto or thereto;

       

      (c)  the
        use
        which may be made of the Letter of Credit by, or any acts or omission of,
        a
        beneficiary of a Letter of Credit (or any Person for whom the beneficiary
        may be
        acting);

       

      (d)  the
        existence of any claim, set-off, defense or other rights that the Borrower
        may
        have at any time against a beneficiary of a Letter of Credit (or any Person
        for
        whom the beneficiary may be acting), any Issuing Lender or any other Person,
        whether in connection with this Agreement or any Letter of Credit or any
        document related hereto or thereto or any unrelated transaction;

       

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

       

      (f)  payment
        under a Letter of Credit against presentation to an Issuing Lender of a draft
        or
        certificate that does not comply with the terms of such Letter of Credit;
        provided,
        that
        the relevant Issuing Lender’s determination that documents presented under such
        Letter of Credit comply with the terms thereof shall not have constituted
        gross
        negligence or willful misconduct of such Issuing Lender; or

       

      (g)  any
        other
        act or omission to act or delay of any kind by any Issuing Lender or any
        other
        Person or any other event or circumstance whatsoever that might, but for
        the
        provisions of this subsection (g), constitute a legal or equitable discharge
        of
        the Borrower’s obligations hereunder.

       

      Nothing
        in this Section 3.11 is intended to limit the right of the Borrower to make
        a
        claim against any Issuing Lender for damages as contemplated by the proviso
        to the
        first sentence of Section 3.12.

       

      Section
        3.12  Indemnification
        in Respect of Letters of Credit.
        The
        Borrower hereby indemnifies and holds harmless each Lender (including each
        Issuing Lender) and the Administrative Agent from and against any and all
        claims, damages, losses, liabilities, costs or expenses which such Lender
        or the
        Administrative Agent may incur by reason of or in connection with the failure
        of
        any other Lender to fulfill or comply with its obligations to such Issuing
        Lender hereunder (but nothing herein contained shall affect any rights which
        the
        Borrower may have against such defaulting Lender), and none of the Lenders
        (including any Issuing Lender) nor the Administrative Agent, their respective
        affiliates nor any of their respective officers, directors, employees or
        agents
        shall be liable or responsible, by reason of or in connection with the execution
        and delivery or transfer of or payment or failure to pay under any Letter
        of
        Credit, including, without limitation, any of the circumstances enumerated
        in
        Section 3.11, as well as (i) any error, omission, interruption or delay in
        transmission or delivery of any messages, by mail, cable, telegraph, telex
        or
        otherwise, (ii) any error in interpretation of technical terms, (iii) any
        loss
        or delay in the transmission of any document required in order to make a
        drawing
        under a Letter of Credit, (iv) any consequences arising from causes beyond
        the
        control of such indemnitee, including without limitation, any government
        acts,
        or (v) any other circumstances whatsoever in making or failing to make payment
        under such Letter of Credit; provided,
        that
        the Borrower shall not be required to indemnify any Issuing Lender for any
        claims, damages, losses, liabilities, costs or expenses, and the Borrower
        shall
        have a claim against such Issuing Lender for direct (but not consequential)
        damages suffered by it, to the extent found by a court of competent jurisdiction
        in a final, non-appealable judgment or order to have been caused by (i) the
        willful misconduct or gross negligence of the Issuing Lender in determining
        whether a request presented under any Letter of Credit issued by it complied
        with the terms of such Letter of Credit or (ii) the Issuing Lender’s failure to
        pay under any Letter of Credit issued by it after the presentation to it
        of a
        request strictly complying with the terms and conditions of such Letter of
        Credit. Nothing in this Section 3.12 is intended to limit the obligations
        of the
        Borrower under any other provision of this Agreement.

       

      Section
        3.13  ISP98.
        The
        rules of the “International Standby Practices 1998” (the “ISP98”)
        as
        published by the ICC most recently at the time of issuance of any Standby
        Letter
        of Credit shall apply to such Letter of Credit unless otherwise expressly
        provided in such Letter of Credit.

       

      ARTICLE
        IV


       

      CONDITIONS

       

      Section
        4.01  Conditions
        to Closing.
        The
        obligation of each Lender to make a Loan or issue a Letter of Credit on the
        occasion of the first Credit Event hereunder is subject to the satisfaction
        of
        the following conditions:

       

      (a)  Effectiveness.
        This
        Agreement shall have become effective in accordance with Section
        9.08.

       

      (b)  Revolving
        Notes.
        On or
        prior to the Closing Date, the Administrative Agent shall have received a
        duly
        executed Revolving Note for the account of each Lender requesting delivery
        of a
        Revolving Note pursuant to Section 2.04.

       

      (c)  Officers’
        Certificates.
        The
        Administrative Agent shall have received a certificate dated the Closing
        Date
        signed on behalf of the Borrower by the Chairman of the Board, the President,
        any Vice President or the Treasurer of the Borrower stating that (A) on the
        Closing Date and after giving effect to the Loans and Letters of Credit being
        made or issued on the Closing Date, no Default or Event of Default shall
        have
        occurred and be continuing and (B) the representations and warranties of
        the
        Borrower contained in the Loan Documents are true and correct on and as of
        the
        Closing Date.

       

      (d)  Proceedings.
        On the
        Closing Date, the Administrative Agent shall have received (i) a copy of
        the
        Borrower’s certificate of formation certified by the Secretary of State of the
        State of Delaware; (ii) a certificate of the Secretary of State of the State
        of
        Delaware, dated as of a recent date, as to the good standing of the Borrower;
        and (iii) a certificate of the Secretary or an Assistant Secretary of the
        Borrower dated the Closing Date and certifying (A) that attached thereto
        is a
        true, correct and complete copy of the limited liability company agreement
        of
        the Borrower, (B) as to the absence of dissolution or liquidation proceedings
        by
        or against the Borrower, (C) that attached thereto is a true, correct and
        complete copy of resolutions adopted by the managers of the Borrower authorizing
        the execution, delivery and performance of the Loan Documents to which the
        Borrower is a party and each other document delivered in connection herewith
        or
        therewith and that such resolutions have not been amended and are in full
        force
        and effect on the date of such certificate and (D) as to the incumbency and
        specimen signatures of each officer of the Borrower executing the Loan Documents
        to which the Borrower is a party or any other document delivered in connection
        herewith or therewith.

       

      (e)  Opinions
        of Counsel.
        On the
        Closing Date, the Administrative Agent shall have received from counsel to
        the
        Borrower, opinions addressed to the Administrative Agent and each Lender,
        dated
        the Closing Date, substantially in the form of Exhibit D-1 hereto and covering
        such additional matters incident to the transactions contemplated hereby
        as the
        Administrative Agent or the Required Lenders may reasonably
        request.

       

      (f)  Repayment
        of Refinanced Agreements.
        The
        Administrative Agent shall be satisfied that no later than as of the Closing
        Date, the commitments under the Refinanced Agreements shall be terminated,
        all
        loans outstanding under the Refinanced Agreements shall be repaid in full,
        together with accrued interest thereon (including, without limitation, any
        prepayment premium), all letters of credit issued thereunder shall be terminated
        or shall become Letters of Credit under this Agreement and all other amounts
        owing pursuant to the Refinanced Agreements shall be repaid in
        full.

       

      (g)  Financial
        Statements.
        The
        Administrative Agent and each Lender shall have received and be satisfied
        with
        the (i) the audited consolidated financial statements of the Borrower and
        its
        Consolidated Subsidiaries for the fiscal year ending December 31, 2004, audited
        by PricewaterhouseCoopers LLP, or other nationally recognized independent
        public
        accountants, and containing an opinion of such firm that such financial
        statements present fairly, in all material respects and in conformity with
        GAAP,
        the financial position and results of operations of the Borrower and its
        Consolidated Subsidiaries, and (ii) unaudited, consolidated, interim financial
        statements of the Borrower and its Consolidated Subsidiaries for the fiscal
        quarter ending March 31, 2005.

       

      (h)  Consents.
        All
        necessary governmental (domestic or foreign), regulatory and third party
        approvals, if any, in connection with the transactions contemplated by this
        Agreement and the other Loan Documents shall have been obtained and remain
        in
        full force and effect, in each case without any action being taken by any
        competent authority which could restrain or prevent such transaction or impose,
        in the reasonable judgment of the Administrative Agent, materially adverse
        conditions upon the consummation of such transactions.

       

      (i)  Borrower’s
        Structure.
        The
        corporate and capital structure of the Borrower and its Subsidiaries, including,
        without limitation, the Borrower’s direct or indirect ownership of the
        Restricted Subsidiaries, shall be satisfactory to the Administrative Agent
        in
        its reasonable discretion.

       

      (j)  Payment
        of Fees.
        All
        costs, fees and expenses due to the Administrative Agent, the Lead Arrangers
        and
        the Lenders on or before the Closing Date shall have been paid.

       

      (k)  Counsel
        Fees.
        The
        Administrative Agent shall have received full payment from the Borrower of
        the
        fees and expenses of Kennedy Covington Lobdell & Hickman, L.L.P. described
        in Section 9.03 which are billed through the Closing Date.

       

      (l)  Other
        Materials.
        The
        Administrative Agent shall have received such other assurances, certificates,
        documents, consents or opinions as the Administrative Agent, any Issuing
        Lender
        or the Required Lenders may reasonably request, in each case in form and
        substance satisfactory to the Administrative Agent.

       

      Section
        4.02  Conditions
        to All Credit Events.
        The
        obligation of any Lender to make a Loan on the occasion of any Borrowing,
        and
        the obligation of any Issuing Lender to issue (or renew or extend the term
        of)
        any Letter of Credit, is subject to the satisfaction of the following
        conditions:

       

      (a)  the
        fact
        that the Closing Date shall have occurred;

       

      (b)  receipt
        by the Administrative Agent of a Notice of Borrowing as required by Section
        2.02, or receipt by the Issuing Lender of a Letter of Credit Request as required
        by Section 3.03;

       

      (c)  the
        fact
        that, immediately before and after giving effect to such Credit Event, no
        Default or Event of Default shall have occurred and be continuing;
        and

       

      (d)  the
        fact
        that the representations and warranties of the Borrower contained in this
        Agreement and the other Loan Documents shall be true and correct on and as
        of
        the date of such Credit Event (except for the representations in Section
        5.04(c), Section 5.06, Section 5.12, Section 5.16 and Section 5.18, which
        shall
        be deemed only to relate to the matters referred to therein on and as of
        the
        Closing Date).

       

      Each
        Credit Event under this Agreement shall be deemed to be a representation
        and
        warranty by the Borrower on the date of such Credit Event as to the facts
        specified in clauses (c) and (d) of this Section.

       

      ARTICLE
        V


       

      REPRESENTATIONS
        AND WARRANTIES

       

      The
        Borrower represents and warrants that:

       

      Section
        5.01  Status.
        The
        Borrower is a limited liability company duly organized, validly existing
        and in
        good standing under the laws of the State of Delaware and has the limited
        liability company authority to make and perform this Agreement and each other
        Loan Document to which it is a party.

       

      Section
        5.02  Authority;
        No Conflict.
        The
        execution, delivery and performance by the Borrower of this Agreement and
        each
        other Loan Document to which it is a party have been duly authorized by all
        necessary limited liability company action and do not violate (i) any provision
        of law or regulation, or any decree, order, writ or judgment, (ii) any provision
        of its limited liability company agreement, or (iii) result in the breach
        of or
        constitute a default under any indenture or other agreement or instrument
        to
        which the Borrower is a party.

       

      Section
        5.03  Legality;
        Etc.
        This
        Agreement and each other Loan Document (other than the Revolving Notes) to
        which
        the Borrower is a party constitute the legal, valid and binding obligations
        of
        the Borrower, and the Revolving Notes, when executed and delivered in accordance
        with this Agreement, will constitute legal, valid and binding obligations
        of the
        Borrower, in each case enforceable against the Borrower in accordance with
        their
        terms except to the extent limited by (a) bankruptcy, insolvency, fraudulent
        conveyance or reorganization laws or by other laws relating to or affecting
        the
        enforceability of creditors’ rights generally and by general equitable
        principles which may limit the right to obtain equitable remedies regardless
        of
        whether enforcement is considered in a proceeding of law or equity or (b)
        any
        applicable public policy on enforceability of provisions relating to
        contribution and indemnification.

       

      Section
        5.04  Financial
        Condition.

       

      (a)  Audited
        Financial Statements.
        The
        consolidated balance sheet of the Borrower and its Consolidated Subsidiaries
        as
        of December 31, 2004 and the related consolidated statements of income and
        cash
        flows for the fiscal year then ended, reported on by PricewaterhouseCoopers
        LLP,
        copies of which have been delivered to each of the Administrative Agent and
        the
        Lenders, fairly present, in conformity with GAAP, the consolidated financial
        position of the Borrower as of such date and its consolidated results of
        operations and cash flows for such fiscal year.

       

      (b)  Interim
        Financial Statements.
        The
        unaudited consolidated balance sheet of the Borrower and its Consolidated
        Subsidiaries as of March 31, 2005 and the related unaudited consolidated
        statements of income and cash flows for the three months then ended fairly
        present, in conformity with GAAP applied on a basis consistent with the
        financial statements referred to in subsection (a) of this Section, the
        consolidated financial position of the Borrower as of such date and its
        consolidated results of operations and cash flows for such three-month period
        (subject to normal year-end audit adjustments).

       

      (c)  Material
        Adverse Change.
        Since
        December 31, 2004 there has been no change in the business, assets, financial
        condition or operations of the Borrower and its Consolidated Subsidiaries,
        considered as a whole, that would materially and adversely affect the Borrower’s
        ability to perform any of its obligations under this Agreement, the Revolving
        Notes or the other Loan Documents.

       

      Section
        5.05  Rights
        to Properties.
        The
        Borrower and its Restricted Subsidiaries have good and valid fee, leasehold,
        easement or other right, title or interest in or to all the properties necessary
        to the conduct of their business as conducted on the date hereof and as
        presently proposed to be conducted, except to the extent the failure to have
        such rights or interests would not have a Material Adverse Effect.

       

      Section
        5.06  Litigation.
        Except
        as disclosed in or contemplated by the Borrower’s Form 10-K Report to the SEC
        for the year ended December 31, 2004 or in any subsequent Form 10-Q or 8-K
        Report or otherwise furnished in writing to the Administrative Agent, no
        litigation, arbitration or administrative proceeding against the Borrower
        is
        pending or, to the Borrower’s knowledge, threatened, which, if adversely
        determined, would materially and adversely affect the ability of the Borrower
        to
        perform any of its obligations under this Agreement, the Revolving Notes
        or the
        other Loan Documents. There is no litigation, arbitration or administrative
        proceeding pending or, to the knowledge of the Borrower, threatened which
        questions the validity of this Agreement or the other Loan Documents to which
        it
        is a party.

       

      Section
        5.07  No
        Violation.
        No part
        of the proceeds of the borrowings by hereunder will be used, directly or
        indirectly by the Borrower for the purpose of purchasing or carrying any
“margin
        stock” within the meaning of Regulation U of the Board of Governors of the
        Federal Reserve System, or for any other purpose which violates, or which
        conflicts with, the provisions of Regulation U or X of said Board of Governors.
        The Borrower is not engaged principally, or as one of its important activities,
        in the business of extending credit for the purpose of purchasing or carrying
        any such “margin stock”.

       

      Section
        5.08  ERISA.
        Each
        member of the ERISA Group has fulfilled its obligations under the minimum
        funding standards of ERISA and the Internal Revenue Code with respect to
        each
        Material Plan and is in compliance in all material respects with the presently
        applicable provisions of ERISA and the Internal Revenue Code with respect
        to
        each Material Plan. No member of the ERISA Group has (i) sought a waiver
        of the
        minimum funding standard under Section 412 of the Internal Revenue Code in
        respect of any Material Plan, (ii) failed to make any contribution or payment
        to
        any Material Plan, or made any amendment to any Material Plan, which has
        resulted or could result in the imposition of a lien or the posting of a
        bond or
        other security under ERISA or the Internal Revenue Code or (iii) incurred
        any
        material liability under Title IV of ERISA other than a liability to the
        PBGC
        for premiums under Section 4007 of ERISA.

       

      Section
        5.09  Governmental
        Approvals.
        No
        authorization, consent or approval from any Governmental Authority is required
        for the execution, delivery and performance by the Borrower of this Agreement,
        the Revolving Notes and the other Loan Documents to which it is a party,
        except
        such authorizations, consents and approvals as have been obtained prior to
        the
        Closing Date and are in full force and effect.

       

      Section
        5.10  Investment
        Company Act.
        The
        Borrower is not an “investment company” within the meaning of the Investment
        Company Act of 1940, as amended.

       

      Section
        5.11  Public
        Utility Holding Company Act.
        The
        Borrower is not a “holding company” within the meaning of the Public Utility
        Holding Company Act of 1935, as amended.

       

      Section
        5.12  Restricted
        Subsidiaries, Etc.
        Set
        forth in Schedule 5.12 hereto is a complete and correct list as of the Closing
        Date of the Restricted Subsidiaries of the Borrower, together with, for each
        such Subsidiary, the jurisdiction of organization of such Subsidiary. Except
        as
        disclosed in Schedule 5.12 hereto, as of the Closing Date, (i) each such
        Subsidiary is a Wholly-Owned Subsidiary of the Borrower and (ii) each such
        Subsidiary is duly organized, validly existing and in good standing under
        the
        laws of the jurisdiction of its organization and has all corporate or other
        organizational powers to carry on its businesses as now conducted.

       

      Section
        5.13  Tax
        Returns and Payments.
        The
        Borrower and each of its Restricted Subsidiaries has filed or caused to be
        filed
        all Federal, state, local and foreign income tax returns required to have
        been
        filed by it and has paid or caused to be paid all income taxes shown to be
        due
        on such returns except income taxes that are being contested in good faith
        by
        appropriate proceedings and for which the Borrower or its Restricted
        Subsidiaries, as the case may be, shall have set aside on its books appropriate
        reserves with respect thereto in accordance with GAAP or that would not
        reasonably be expected to have a Material Adverse Effect.

       

      Section
        5.14  Compliance
        with Laws.
        To the
        knowledge of the Borrower or any of its Restricted Subsidiaries, the Borrower
        and each of its Restricted Subsidiaries is in compliance with all applicable
        laws, regulations and orders of any Governmental Authority, domestic or foreign,
        in respect of the conduct of its business and the ownership of its property
        (including, without limitation, compliance with all applicable ERISA and
        Environmental Laws and the requirements of any permits issued under such
        Environmental Laws), except to the extent (a) such compliance is being contested
        in good faith by appropriate proceedings or (b) non-compliance would not
        reasonably be expected to materially and adversely affect its ability to
        perform
        any of its obligations under this Agreement, the Revolving Notes or any other
        Loan Document to which it is a party.

       

      Section
        5.15  No
        Default.
        No
        Default or Event of Default has occurred and is continuing.

       

      Section
        5.16  Environmental
        Matters.
        

       

      (a)  Except
        (i) as disclosed in or contemplated by the Borrower’s Form 10-K Report to the
        SEC for the year ended December 31, 2004 or in any subsequent Form 10-Q or
        8-K
        Report or otherwise furnished to the Administrative Agent in writing, or
        (ii) to
        the extent that the liabilities of the Borrower and its Subsidiaries, taken
        as a
        whole, that relate to or could result from the matters referred to in clauses
        (a) through (c) of this Section 5.16, inclusive, would not reasonably be
        expected to result in a Material Adverse Effect, to the Borrower’s or any of its
        Subsidiaries’ knowledge:

       

      (i)  no
        notice, notification, citation, summons, complaint or order has been issued,
        no
        complaint has been filed, no penalty has been assessed nor is any investigation
        or review pending or threatened by any governmental or other entity with
        respect
        to any (A) alleged violation by the Borrower or any of its Subsidiaries of
        any
        Environmental Law, (B) alleged failure by the Borrower or any of its
        Subsidiaries to have any environmental permit, certificate, license, approval,
        registration or authorization required in connection with the conduct of
        its
        business or (C) generation, storage, treatment, disposal, transportation
        or
        release of Hazardous Substances;

       

      (ii)  no
        Hazardous Substance has been released (and no written notification of such
        release has been filed) (whether or not in a reportable or threshold planning
        quantity) at, on or under any property now or previously owned, leased or
        operated by the Borrower or any of its Subsidiaries; and

       

      (iii)  no
        property now or previously owned, leased or operated by the Borrower or any
        of
        its Subsidiaries or any property to which the Borrower or any of its
        Subsidiaries has, directly or indirectly, transported or arranged for the
        transportation of any Hazardous Substances, is listed or, to the Borrower’s or
        any of its Subsidiaries’ knowledge, proposed for listing, on the National
        Priorities List promulgated pursuant to the Comprehensive Environmental
        Response, Compensation and Liability Act of 1980, as amended (“CERCLA”),
        on
        CERCLIS (as defined in CERCLA) or on any similar federal, state or foreign
        list
        of sites requiring investigation or clean-up.

       

      (b)  Except
        as
        disclosed in or contemplated by the Borrower’s Form 10-K Report to the SEC for
        the year ended December 31, 2004 or in any subsequent Form 10-Q or 8-K Report
        or
        otherwise furnished to the Administrative Agent in writing, to the Borrower’s or
        any of its Subsidiaries’ knowledge, there are no Environmental Liabilities that
        have resulted or could reasonably be expected to result in a Material Adverse
        Effect.

       

      (c)  For
        purposes of this Section 5.16, the terms “the Borrower” and “Subsidiary” shall
        include any business or business entity (including a corporation) which is
        a
        predecessor, in whole or in part, of the Borrower or any of its Subsidiaries
        from the time such business or business entity became a Subsidiary of the
        Parent.

       

      Section
        5.17  Reportable
        Transactions.
        The
        Borrower does not intend to treat any of the transactions contemplated by
        this
        Agreement as a “reportable transaction” (within the meaning of Treasury
        Regulation Section 1.6011-4). In the event the Borrower takes or determines
        to
        take any action inconsistent with such intention, it will promptly notify
        the
        Administrative Agent thereof. If the Borrower so notifies the Administrative
        Agent, or if the Administrative Agent or any Lender determines that the any
        of
        the transactions contemplated by this Agreement constitutes a “reportable
        transaction,” the Borrower acknowledges that each such Person may treat its
        extensions of credit as part of a transaction that is subject to Treasury
        Regulation Section 301.6112-1, and such Persons may maintain the lists and
        other
        records required by such Treasury Regulation.

       

      Section
        5.18  Guarantees.
        As of
        the Closing Date, except as set forth
        in
        Schedule 5.18 hereto, the
        Borrower has no Guarantees of any Debt of any Foreign Subsidiary of the Borrower
        other than such Debt not in excess of $25,000,000 in the aggregate.

       

      ARTICLE
        VI


       

      COVENANTS

       

      The
        Borrower agrees that so long as any Lender has any Commitment hereunder or
        any
        amount payable hereunder or under any Revolving Note or other Loan Document
        remains unpaid or any Letter of Credit Liability remains
        outstanding:

       

      Section
        6.01  Information.
        The
        Borrower will deliver or cause to be delivered to each of the
        Lenders:

       

      (a)  Annual
        Financial Statements.
        Promptly when available and in any event within 10 days after the date such
        information is required to be delivered to the SEC, a consolidated balance
        sheet
        of the Borrower and its Consolidated Subsidiaries as of the end of such fiscal
        year and the related consolidated statements of income and cash flows for
        such
        fiscal year and accompanied by an opinion thereon by independent public
        accountants of recognized national standing, which opinion shall state that
        such
        consolidated financial statements present fairly the consolidated financial
        position of the Borrower and its Consolidated Subsidiaries as of the date
        of
        such financial statements and the results of their operations for the period
        covered by such financial statements in conformity with GAAP applied on a
        consistent basis.

       

      (b)  Quarterly
        Financial Statements.
        Promptly when available and in any event within 10 days after the date such
        information is required to be delivered to the SEC, a consolidated balance
        sheet
        of the Borrower and its Consolidated Subsidiaries as of the end of such quarter
        and the related consolidated statements of income and cash flows for such
        fiscal
        quarter, all certified (subject to normal year-end audit adjustments) as
        to
        fairness of presentation, GAAP and consistency by any vice president, the
        treasurer or the controller of the Borrower.

       

      (c)  Officer’s
        Certificate.
        Simultaneously with the delivery of each set of financial statements referred
        to
        in subsections (a) and (b) above, a certificate of the chief accounting officer
        of the Borrower, (i) setting forth in reasonable detail the calculations
        required to establish compliance with the requirements of Sections 6.11 and
        6.12
        on the date of such financial statements and (ii) stating whether there exists
        on the date of such certificate any Default or Event of Default and, if any
        Default or Event of Default then exists, setting forth the details thereof
        and
        the action which the Borrower is taking or proposes to take with respect
        thereto.

       

      (d)  Default.
        Forthwith upon acquiring knowledge of the occurrence of any (i) Default or
        (ii)
        Event of Default, in either case a certificate of a vice president or the
        treasurer of the Borrower setting forth the details thereof and the action
        which
        the Borrower is taking or proposes to take with respect thereto.

       

      (e)  Change
        in Borrower’s Ratings.
        Upon
        the chief executive officer, the president, any vice president or any senior
        financial officer of the Borrower obtaining knowledge of any change in either
        Borrower’s Rating, a notice of such Borrower’s Rating in effect after giving
        effect to such change.

       

      (f)  Securities
        Laws Filing.
        Promptly when available and in any event within 10 days after the date such
        information is required to be delivered to the SEC, a copy of any Form 10-K
        Report to the SEC and a copy of any Form 10-Q Report to the SEC, and promptly
        upon the filing thereof, any other filings with the SEC.

       

      (g)  ERISA
        Matters.
        If and
        when any member of the ERISA Group: (i) gives or is required to give notice
        to
        the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with
        respect to any Material Plan which might constitute grounds for a termination
        of
        such Plan under Title IV of ERISA, or knows that the plan administrator of
        any
        Material Plan has given or is required to give notice of any such reportable
        event, a copy of the notice of such reportable event given or required to
        be
        given to the PBGC; (ii) receives, with respect to any Material Plan that
        is a
        Multiemployer Plan, notice of any complete or partial withdrawal liability
        under
        Title IV of ERISA, or notice that any Multiemployer Plan is in reorganization,
        is insolvent or has been terminated, a copy of such notice; (iii) receives
        notice from the PBGC under Title IV of ERISA of an intent to terminate, impose
        material liability (other than for premiums under Section 4007 of ERISA)
        in
        respect of, or appoint a trustee to administer any Material Plan, a copy
        of such
        notice; (iv) applies for a waiver of the minimum funding standard under Section
        412 of the Internal Revenue Code with respect to a Material Plan, a copy
        of such
        application; (v) gives notice of intent to terminate any Plan under Section
        4041(c) of ERISA, a copy of such notice and other information filed with
        the
        PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063
        of
        ERISA; or (vii) fails to make any payment or contribution to any Plan or
        makes
        any amendment to any Plan which has resulted or could result in the imposition
        of a lien or the posting of a bond or other security, a copy of such notice,
        a
        certificate of the chief accounting officer of the Borrower setting forth
        details as to such occurrence and action, if any, which the Borrower or
        applicable member of the ERISA Group is required or proposes to
        take.

       

      (h)  Reportable
        Transactions.
        Promptly after the Borrower has provided the Administrative Agent with notice
        of
        the Borrower’s intention to treat the Loans and/or Letters of Credit as being a
“reportable transaction” (within the meaning of Treasury Regulation Section
        1.6011-4), a duly completed copy of IRS Form 8886 or any successor
        form.

       

      (i)  Other
        Information.
        From
        time to time such additional financial or other information regarding the
        financial condition, results of operations, properties, assets or business
        of
        the Borrower or any of its Subsidiaries as any Lender may reasonably
        request.

       

      Section
        6.02  Maintenance
        of Property; Insurance.

       

      (a)  Maintenance
        of Properties.
        The
        Borrower will keep, and will cause each of its Restricted Subsidiaries to
        keep,
        all property useful and necessary in their respective businesses in good
        working
        order and condition, subject to ordinary wear and tear, unless the Borrower
        determines in good faith that the continued maintenance of any of such
        properties is no longer economically desirable and so long as the failure
        to so
        maintain such properties would not reasonably be expected to have a Material
        Adverse Effect.

       

      (b)  Insurance.
        The
        Borrower will maintain, or cause to be maintained, insurance with financially
        sound (determined in the reasonable judgment of the Borrower) and responsible
        companies in such amounts (and with such risk retentions) and against such
        risks
        as is usually carried by owners of similar businesses and properties in the
        same
        general areas in which the Borrower and its Restricted Subsidiaries
        operate.

       

      Section
        6.03  Conduct
        of Business and Maintenance of Existence.
        The
        Borrower will (i) continue, and will cause each of its Restricted Subsidiaries
        to continue, to engage in businesses of the same general type as now conducted
        by the Borrower and its Subsidiaries and businesses related thereto or arising
        out of such businesses, except to the extent that the failure to maintain
        any
        existing business would not have a Material Adverse Effect and (ii) except
        as
        otherwise permitted in Section 6.08, preserve, renew and keep in full force
        and
        effect, and will cause each of its Subsidiaries to preserve, renew and keep
        in
        full force and effect, their respective limited liability company (or other
        entity) existence and their respective rights, privileges and franchises
        necessary or material to the normal conduct of business, except, in each
        case,
        where the failure to do so could not reasonably be expected to have a Material
        Adverse Effect.

       

      Section
        6.04  Compliance
        with Laws, Etc.
        The
        Borrower will comply, and will cause each of its Restricted Subsidiaries
        to
        comply, with all applicable laws, regulations and orders of any Governmental
        Authority, domestic or foreign, in respect of the conduct of its business
        and
        the ownership of its property (including, without limitation, compliance
        with
        all applicable ERISA and Environmental Laws and the requirements of any permits
        issued under such Environmental Laws), except to the extent (a) such compliance
        is being contested in good faith by appropriate proceedings or (b)
        non-compliance could not reasonably be expected to have a Material Adverse
        Effect.

       

      Section
        6.05  Books
        and Records.
        The
        Borrower (i) will keep, and will cause each of its Restricted Subsidiaries
        to
        keep, proper books of record and account in conformity with GAAP and (ii)
        will
        permit representatives of the Administrative Agent and each of the Lenders
        to
        visit and inspect any of their respective properties, to examine and make
        copies
        from any of their respective books and records and to discuss their respective
        affairs, finances and accounts with their officers, any employees and
        independent public accountants, all at such reasonable times and as often
        as may
        reasonably be desired; provided,
        that,
        the rights created in this Section 6.05 to “visit”, “inspect”, “discuss” and
        copy shall not extend to any matters which the Borrower deems, in good faith,
        to
        be confidential, unless the Administrative Agent and any such Lender agree
        in
        writing to keep such matters confidential.

       

      Section
        6.06  Use
        of Proceeds.
        The
        proceeds of the Loans made under this Agreement will be used by the Borrower
        for
        general corporate purposes, including as a commercial paper backstop, of
        the
        Borrower and its Subsidiaries. The Borrower will request the issuance of
        Letters
        of Credit solely for general corporate purposes of the Borrower and its
        Subsidiaries. No such use of the proceeds for general corporate purposes
        will
        be, directly or indirectly, for the purpose, whether immediate, incidental
        or
        ultimate, of buying or carrying any Margin Stock within the meaning of
        Regulation U.

       

      Section
        6.07  Restriction
        on Liens.
        The
        Borrower will not, nor will it permit any of its Restricted Subsidiaries
        to,
        create, incur, assume or suffer to exist any Lien upon or with respect to
        any
        property or assets of any kind (real or personal, tangible or intangible)
        of the
        Borrower or any such Restricted Subsidiary (including, without limitation,
        their
        Voting Stock), except:

       

      (a)  Liens
        for
        taxes, assessments or governmental charges or levies not yet due or which
        are
        being contested in good faith and by appropriate proceedings and for which
        adequate reserves in accordance with GAAP shall have been set aside on its
        books;

       

      (b)  Liens
        imposed by law, such as carriers’, landlords’, warehousemen’s and mechanics’
        liens and other similar liens arising in the ordinary course of business
        which
        secure payment of obligations not more than 45 days past due or which are
        being
        contested in good faith by appropriate proceedings and for which adequate
        reserves in accordance with GAAP shall have been set aside on its
        books;

       

      (c)  Liens
        arising 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;

       

      (d)  easements
        (including, without limitation, reciprocal easement agreements and utility
        agreements), rights-of-way, covenants, consents, reservations, encroachments,
        variances and other restrictions, charges or encumbrances (whether or not
        recorded) affecting the use of real property;

       

      (e)  Liens
        existing on the Closing Date and described in Schedule 6.07 hereto;

       

      (f)  judgment
        Liens arising from judgments which secure payment of legal obligations that
        would not constitute a Default under Section 7.01;

       

      (g)  any
        vendor’s Liens, purchase money Liens or any other Lien on any property or asset
        acquired by the Borrower or any of its Restricted Subsidiaries after the
        date
        hereof existing on any such property or asset at the time of acquisition
        thereof
        (and not created in anticipation thereof); provided,
        that,
        in any such case no such Lien shall extend to or cover any other asset of
        the
        Borrower or such Restricted Subsidiaries, as the case may be;

       

      (h)  Liens,
        deposits and/or similar arrangements to secure the performance of bids, tenders
        or contracts (other than contracts for borrowed money), public or statutory
        obligations, surety and appeal bonds, performance bonds and other obligations
        of
        a like nature incurred in the ordinary course of business by the Borrower
        or any
        of its Restricted Subsidiaries, including Liens to secure obligations under
        agreements relating to the purchase and sale of any commodity (including
        power
        purchase and sale agreements, any commodity hedge or derivative regardless
        of
        whether any such transaction is a “financial” or “physical
        transaction”);

       

      (i)  Liens
        on
        assets of the Borrower and its Restricted Subsidiaries arising out of
        obligations or duties to any municipality or public authority with respect
        to
        any franchise, grant, license, permit or certificate.

       

      (j)  rights
        reserved to or vested in any municipality or public authority to control
        or
        regulate any asset of the Borrower or any of its Restricted Subsidiaries
        or to
        use such asset in a manner which does not materially impair the use of such
        asset for the purposes for which it is held by the Borrower or any of its
        Restricted Subsidiaries;

       

      (k)  irregularities
        in or deficiencies of title to any asset which do not materially adversely
        affect the use of such property by the Borrower or any of its Restricted
        Subsidiaries in the normal course of its business;

       

      (l)  any
        Lien
        on any property or asset of any corporation or other entity existing at the
        time
        such corporation or entity is acquired, merged or consolidated or amalgamated
        with or into the Borrower or any of its Restricted Subsidiaries and not created
        in contemplation of such event;

       

      (m)  any
        Lien
        on any asset securing Debt incurred or assumed for the purpose of financing
        all
        or any part of the cost of acquiring, constructing or improving such asset;
        provided,
        that
        any such Lien attaches to such asset, solely to extent of the value of the
        obligation secured by such Lien, concurrently with or within 180 days after
        the
        acquisition, construction or improvement thereof:

       

      (n)  any
        Liens
        in connection with the issuance of tax-exempt industrial development or
        pollution control bonds or other similar bonds issued pursuant to Section
        103(b)
        of the Internal Revenue Code of 1986, as amended, to finance all or any part
        of
        the purchase price of or the cost of constructing, equipping or improving
        property;

       

      (o)  rights
        of
        lessees arising under leases entered into by the Borrower or any of its
        Restricted Subsidiaries as lessor, in the ordinary course of
        business;

       

      (p)  any
        Liens
        on or reservations with respect to governmental and other licenses, permits,
        franchises, consents and allowances; any Liens on patents, patent licenses
        and
        other patent rights, patent applications, trade names, trademarks, copyrights,
        claims, credits, choses in action and other intangible property and general
        intangibles including, but not limited to, computer software;

       

      (q)  any
        Liens
        on automobiles, buses, trucks and other similar vehicles and movable equipment;
        marine equipment; airplanes, helicopters and other flight equipment; and
        parts,
        accessories and supplies used in connection with any of the
        foregoing;

       

      (r)  any
        Liens
        on furniture and furnishings; and computers and data processing, data storage,
        data transmission, telecommunications and other facilities, equipment and
        apparatus, which, in any case, are used primarily for administrative or clerical
        purposes;

       

      (s)  Liens
        securing letters of credit entered into in the ordinary course of
        business;

       

      (t)  Liens
        granted on the capital stock of Subsidiaries that are not Restricted
        Subsidiaries for the purpose of securing the obligations of such
        Subsidiaries;

       

      (u)  Liens
        in
        addition to those permitted by clauses (a) through (t) on the property or
        assets
        of a Special Purpose Subsidiary arising in connection with any Existing
        Synthetic Lease Financing or the lease of such property or assets through
        one or
        more other Synthetic Lease financings;

       

      (v)  Liens
        by
        any Wholly-Owned Subsidiary of the Borrower or any Restricted Subsidiary
        for the
        benefit of the Borrower or any such Restricted Subsidiary;

       

      (w)  Liens
        on
        property which is the subject of a Capital Lease Obligation designating the
        Borrower or any of its Restricted Subsidiaries as lessee and all right, title
        and interest of the Borrower or any of its Restricted Subsidiaries in and
        to
        such property and in, to and under such lease agreement, whether or not such
        lease agreement is intended as a security; provided,
        that
        the aggregate fair market value of the obligations subject to such Liens
        shall
        not at any time exceed $500,000,000;

       

      (x)  Liens
        on
        property which is the subject of one or more leases designating the Borrower
        or
        any of its Restricted Subsidiaries as lessee and all right, title and interest
        of the Borrower or any of its Restricted Subsidiaries in and to such property
        and in, to and under any such lease agreement, whether or not any such lease
        agreement is intended as a security;

       

      (y)  Liens
        arising out of the refinancing, extension, renewal or refunding of any Debt
        or
        other obligation secured by any Lien permitted by clauses (a) through (x)
        of
        this Section; provided,
        that
        such Debt or other obligation is not increased and is not secured by any
        additional assets;

       

      (z)  other
        Liens on assets or property of the Borrower or any of its Restricted
        Subsidiaries, other than Liens on the Voting Stock of the Borrower in its
        Restricted Subsidiaries, so long as the aggregate value of the obligations
        secured by such Liens does not exceed the greater of $250,000,000 or 15%
        of the
        total consolidated assets of the Borrower and its Consolidated Subsidiaries
        as
        of the most recent fiscal quarter of the Borrower for which financial statements
        are available.

       

      Section
        6.08  Merger
        or Consolidation.
        The
        Borrower will not merge with or into or consolidate with or into any other
        corporation or entity, unless (i) immediately after giving effect thereto,
        no
        event shall occur and be continuing which constitutes a Default or Event
        Default, (ii) the surviving or resulting Person, as the case may be, assumes
        and
        agrees in writing to pay and perform all of the obligations of the Borrower
        under this Agreement, (iii) substantially all of the consolidated assets
        and
        consolidated revenues of the surviving or resulting person, as the case may
        be,
        are anticipated to come from the utility or energy businesses and (iv) the
        surviving or resulting person, as the case may be, has senior long-term debt
        ratings from Moody’s and S&P as available (or if the ratings of Moody’s and
        S&P are not available, of such other rating agency as shall be acceptable to
        the Administrative Agent) at least equal to each Borrower’s Rating at the end of
        the fiscal quarter immediately preceding the effective date of such
        consolidation or merger. No Restricted Subsidiary will merge or consolidate
        with
        any other Person if such Restricted Subsidiary is not the surviving or resulting
        Person, unless such other Person is (a) the Borrower or a successor of the
        Borrower permitted hereunder or (b) any other Person which is a Wholly-Owned
        Restricted Subsidiary of the Borrower or a successor of the Borrower permitted
        hereunder.

       

      Section
        6.09  Asset
        Sales.
        Except
        for the sale of assets required to be sold to conform with governmental
        requirements, the Borrower shall not, and shall not permit any of its
        Subsidiaries to, consummate any Asset Sale, if the aggregate net book value
        of
        all such Asset Sales consummated during the four calendar quarters immediately
        preceding any date of determination would exceed 25% of the total assets
        of the
        Borrower and its Consolidated Subsidiaries as of the beginning of the Borrower’s
        most recently ended full fiscal quarter; provided,
        however,
        that
        any such Asset Sale will be disregarded for purposes of the 25% limitation
        specified above: (a) if any such Asset Sale is in the ordinary course of
        business of the Borrower and its Subsidiaries; (b) if the assets subject
        to any
        such Asset Sale are worn out or are no longer useful or necessary in connection
        with the operation of the businesses of the Borrower or its Subsidiaries;
        (c) if the assets subject to any such Asset Sale are being transferred
        to a
        Wholly-Owned Subsidiary of the Borrower; (d) if the proceeds from any such
        Asset
        Sale (i) are, within 12 months of such Asset Sale, invested or reinvested
        by the
        Borrower or any Subsidiary in a Permitted Business, (ii) are used by the
        Borrower or a Subsidiary to repay Debt of the Borrower or such Subsidiary,
        or
        (iii) are retained by the Borrower or its Subsidiaries; or (e) if, prior
        to any
        such Asset Sale, Moody’s and S&P confirm the then current Borrower Ratings
        after giving effect to any such Asset Sale.

       

      Section
        6.10  Restrictive
        Agreements.
        Except
        as
        set forth in Schedule 6.10, the Borrower will not permit any of its Restricted
        Subsidiaries to enter into or assume any agreement prohibiting or otherwise
        restricting the ability of any Restricted Subsidiary to pay dividends or
        other
        distributions on its respective equity and equity equivalents to the Borrower
        or
        any of its Restricted Subsidiaries.

       

      Section
        6.11  Consolidated
        Debt to Consolidated Capitalization Ratio.
        The
        ratio of Consolidated Debt of the Borrower to Consolidated Capitalization
        of the
        Borrower shall not exceed 65% at any time.

       

      Section
        6.12  Indebtedness.
        The
        Borrower will not permit any of its Restricted Subsidiaries to incur, create,
        assume or permit to exist any Debt of such Restricted Subsidiaries
        except:

       

      (a)  Existing
        Debt and any extensions, renewals or refinancings thereof;

       

      (b)  Debt
        owing to the Borrower or a Wholly-Owned Restricted Subsidiary;

       

      (c)  any
        Debt
        incurred in respect of Existing Synthetic Lease Financings;

       

      (d)  Non-Recourse
        Debt; and

       

      (e)  other
        Debt, the aggregate principal amount of which does not exceed $500,000,000
        at
        any time.

       

      ARTICLE
        VII


       

      DEFAULTS

       

      Section
        7.01  Events
        of Default.
        If one
        or more of the following events (each an “Event
        of Default”)
        shall
        have occurred and be continuing:

       

      (a)  the
        Borrower shall fail to pay when due any principal of the Loans or shall fail
        to
        reimburse when due any drawing under any Letter of Credit; or

       

      (b)  the
        Borrower shall fail to pay when due any interest on the Loans and Reimbursement
        Obligations, any fee or any other amount payable hereunder or under any other
        Loan Document for 5 days following the date such payment becomes due hereunder;
        or

       

      (c)  the
        Borrower shall fail to observe or perform any covenant or agreement contained
        in
        clause (ii) of Section 6.05, or Sections 6.06, 6.08, 6.09, 6.11 or 6.12;
        or

       

      (d)  the
        Borrower shall fail to observe or perform any covenant or agreement contained
        in
        Section 6.01(d)(i) for 30 days after any such failure or in Section 6.01(d)(ii)
        for 10 days after any such failure; or

       

      (e)  the
        Borrower shall fail to observe or perform any covenant or agreement contained
        in
        this Agreement or any other Loan Document (other than those covered by clauses
        (a), (b), (c) or (d) above) for 30 days after written notice thereof has
        been
        given to the defaulting party by the Administrative Agent, or at the request
        of
        the Required Lenders; or

       

      (f)  any
        representation, warranty or certification made by the Borrower in this Agreement
        or any other Loan Document or in any certificate, financial statement or
        other
        document delivered pursuant hereto or thereto shall prove to have been incorrect
        in any material respect when made or deemed made; or

       

      (g)  the
        Borrower or any Restricted Subsidiary shall (i) fail to pay any principal
        or
        interest, regardless of amount, due in respect of any Material Debt beyond
        any
        period of grace provided with respect thereto, or (ii) fail to observe or
        perform any other term, covenant, condition or agreement contained in any
        agreement or instrument evidencing or governing any such Material Debt beyond
        any period of grace provided with respect thereto if the effect of any failure
        referred to in this clause (ii) is to cause, or to permit the holder or holders
        of such Debt or a trustee on its or their behalf to cause, such Debt to become
        due prior to its stated maturity; or

       

      (h)  the
        Borrower or any Restricted Subsidiary of the Borrower shall commence a voluntary
        case or other proceeding seeking liquidation, reorganization or other relief
        with respect to itself or its debts under any bankruptcy, insolvency or other
        similar law now or hereafter in effect or seeking the appointment of a trustee,
        receiver, liquidator, custodian or other similar official of it or any
        substantial part of its property, or shall consent to any such relief or
        to the
        appointment of or taking possession by any such official in an involuntary
        case
        or other proceeding commenced against it, or shall make a general assignment
        for
        the benefit of creditors, or shall fail generally to pay, or shall admit
        in
        writing its inability to pay, its debts as they become due, or shall take
        any
        corporate action to authorize any of the foregoing; or

       

      (i)  an
        involuntary case or other proceeding shall be commenced against the Borrower
        or
        any Restricted Subsidiary seeking liquidation, reorganization or other relief
        with respect to it or its debts under any bankruptcy, insolvency or other
        similar law now or hereafter in effect or seeking the appointment of a trustee,
        receiver, liquidator, custodian or other similar official of it or any
        substantial part of its property, and such involuntary case or other proceeding
        shall remain undismissed and unstayed for a period of 60 days; or an order
        for
        relief shall be entered against the Borrower or any Restricted Subsidiary
        under
        the Bankruptcy Code; or

       

      (j)  any
        member of the ERISA Group shall fail to pay when due an amount or amounts
        aggregating in excess of $25,000,000 which it shall have become liable to
        pay
        under Title IV of ERISA; or notice of intent to terminate a Material Plan
        shall
        be filed under Title IV of ERISA by any member of the ERISA Group, any plan
        administrator or any combination of the foregoing; or the PBGC shall institute
        proceedings under Title IV of ERISA to terminate, to impose liability (other
        than for premiums under Section 4007 of ERISA) in respect of, or to cause
        a
        trustee to be appointed to administer any Material Plan; or a condition shall
        exist by reason of which the PBGC would be entitled to obtain a decree
        adjudicating that any Material Plan must be terminated; or there shall occur
        a
        complete or partial withdrawal from, or default, within the meaning of Section
        4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which
        could reasonably be expected to cause one or more members of the ERISA Group
        to
        incur a current payment obligation in excess of $25,000,000; or

       

      (k)  the
        Borrower or any of its Restricted Subsidiaries shall fail within 60 days
        to pay,
        bond or otherwise discharge any judgment or order for the payment of money
        in
        excess of $20,000,000, entered against the Borrower or any such Restricted
        Subsidiary that is not stayed on appeal or otherwise being appropriately
        contested in good faith; or

       

      (l)  a
        Change
        of Control shall have occurred;

       

      then,
        and
        in every such event, while such event is continuing, the Administrative Agent
        may (A) if requested by the Required Lenders, by notice to the Borrower
        terminate the Commitments, and the Commitments shall thereupon terminate,
        and
        (B) if requested by the Lenders holding more than 50% of the sum of the
        aggregate outstanding principal amount of the Loans and Letter of Credit
        Liabilities at such time, by notice to the Borrower declare the Loans (together
        with accrued interest and accrued and unpaid fees thereon) to be, and the
        Loans
        shall thereupon become, immediately due and payable without presentment,
        demand,
        protest or other notice of any kind (except as set forth in clause (A) above),
        all of which are hereby waived by the Borrower; provided,
        that,
        in the case of any Default or any Event of Default specified in clause 7.01(h)
        or 7.01(i) above with respect to the Borrower, without any notice to the
        Borrower or any other act by the Administrative Agent or any Lender, the
        Commitments shall thereupon terminate and the Loans (together with accrued
        interest and accrued and unpaid fees thereon) shall become immediately due
        and
        payable without presentment, demand, protest or other notice of any kind,
        all of
        which are hereby waived by the Borrower.

       

      ARTICLE
        VIII


       

      THE
        AGENTS

       

      Section
        8.01  Appointment
        and Authorization.
        Each
        Lender hereby irrevocably designates and appoints the Administrative Agent
        of to
        act as specified herein and in the other Loan Documents and to take such
        actions
        on its behalf under the provisions of this Agreement and the other Loan
        Documents and perform such duties as are expressly delegated to the
        Administrative Agent by the terms of this Agreement and the other Loan
        Documents, together with such other powers as are reasonably incidental thereto.
        The Administrative Agent agrees to act as such upon the express conditions
        contained in this Article VIII. Notwithstanding any provision to the contrary
        elsewhere in this Agreement or in any other Loan Document, the Administrative
        Agent shall not have any duties or responsibilities, except those expressly
        set
        forth herein or in the other Loan Documents, or any fiduciary relationship
        with
        any Lender, and no implied covenants, functions, responsibilities, duties,
        obligations or liabilities shall be read into this Agreement or otherwise
        exist
        against the Administrative Agent. The provisions of this Article VIII are
        solely
        for the benefit of the Administrative Agent and Lenders, and no other Person
        shall have any rights as a third party beneficiary of any of the provisions
        hereof. For the sake of clarity, the Lenders hereby agree that neither the
        Syndication Agents, the Lead Arrangers nor the Documentation Agents shall
        have
        any duties or powers with respect to this Agreement or the other Loan
        Documents.

       

      Section
        8.02  Individual
        Capacity.
        The
        Administrative Agent and its Affiliates may make loans to, accept deposits
        from
        and generally engage in any kind of business with the Borrower and its
        Affiliates as though the Administrative Agent were not an Agent. With respect
        to
        the Loans made by it and all obligations owing to it, the Administrative
        Agent
        shall have the same rights and powers under this Agreement as any Lender
        and may
        exercise the same as though it were not an Agent, and the terms “Required
        Lenders”, “Lender” and “Lenders” shall include the Administrative Agent in its
        individual capacity.

       

      Section
        8.03  Delegation
        of Duties.
        The
        Administrative Agent may execute any of its duties under this Agreement or
        any
        other Loan Document by or through agents or attorneys-in-fact. The
        Administrative Agent shall not be responsible for the negligence or misconduct
        of any agents or attorneys-in-fact selected by it with reasonable care except
        to
        the extent otherwise required by Section 8.07.

       

      Section
        8.04  Reliance
        by the Administrative Agent.
        The
        Administrative Agent shall be entitled to rely, and shall be fully protected
        in
        relying, upon any note, writing, resolution, notice, consent, certificate,
        affidavit, letter, telecopy or other electronic facsimile transmission, telex,
        telegram, cable, teletype, electronic transmission by modem, computer disk
        or
        any other message, statement, order or other writing or conversation believed
        by
        it to be genuine and correct and to have been signed, sent or made by the
        proper
        Person or Persons and upon advice and statements of legal counsel (including,
        without limitation, counsel to the Borrower), independent accountants and
        other
        experts selected by the Administrative Agent. The Administrative Agent shall
        be
        fully justified in failing or refusing to take any action under this Agreement
        or any other Loan Document unless it shall first receive such advice or
        concurrence of the Required Lenders, or all of the Lenders, if applicable,
        as it
        deems appropriate or it shall first be indemnified to its satisfaction by
        the
        Lenders against any and all liability and expense which may be incurred by
        it by
        reason of taking or continuing to take any such action. The Administrative
        Agent
        shall in all cases be fully protected in acting, or in refraining from acting,
        under this Agreement and the other Loan Documents in accordance with a request
        of the Required Lenders or all of the Lenders, if applicable, and such request
        and any action taken or failure to act pursuant thereto shall be binding
        upon
        all of the Lenders.

       

      Section
        8.05  Notice
        of Default.
        The
        Administrative Agent shall not be deemed to have knowledge or notice of the
        occurrence of any Default or Event of Default hereunder unless the
        Administrative Agent has received notice from a Lender or the Borrower referring
        to this Agreement, describing such Default or Event of Default and stating
        that
        such notice is a “notice of default”. If the Administrative Agent receives such
        a notice, the Administrative Agent shall give prompt notice thereof to the
        Lenders. The Administrative Agent shall take such action with respect to
        such
        Default or Event of Default as shall be reasonably directed by the Required
        Lenders; provided,
        that,
        unless and until the Administrative Agent shall have received such directions,
        the Administrative Agent may (but shall not be obligated to) take such action,
        or refrain from taking such action, with respect to such Default or Event
        of
        Default as it shall deem advisable in the best interests of the
        Lenders.

       

      Section
        8.06  Non-Reliance
        on the Agents and Other Lenders.
        Each
        Lender expressly acknowledges that no Agent or officer, director, employee,
        agent, attorney-in-fact or affiliate of any Agent has made any representations
        or warranties to it and that no act by any Agent hereafter taken, including
        any
        review of the affairs of the Borrower, shall be deemed to constitute any
        representation or warranty by such Agent to any Lender. Each Lender represents
        to the Agents that it has, independently and without reliance upon any Agent
        or
        any other Lender, and based on such documents and information as it has deemed
        appropriate, made its own appraisal of and investigation into the business,
        assets, operations, property, financial and other condition, prospects and
        creditworthiness of the Borrower and made its own decision to make its Loans
        hereunder and to enter into this Agreement. Each Lender also represents that
        it
        will, independently and without reliance upon any Agent or any other Lender,
        and
        based on such documents and information as it shall deem appropriate at the
        time, continue to make its own credit analysis, appraisals and decisions
        in
        taking or not taking action under this Agreement, and to make such investigation
        as it deems necessary to inform itself as to the business, assets, operations,
        property, financial and other condition, prospects and creditworthiness of
        the
        Borrower. No Agent shall have any duty or responsibility to provide any Lender
        with any credit or other information concerning the business, operations,
        assets, property, financial and other condition, prospects or creditworthiness
        of the Borrower which may come into the possession of such Agent or any of
        its
        officers, directors, employees, agents, attorneys-in-fact or
        affiliates.

       

      Section
        8.07  Exculpatory
        Provisions.
        The
        Administrative Agent shall not, and no officers, directors, employees, agents,
        attorneys-in-fact or affiliates of the Administrative Agent, shall (i) be
        liable
        for any action lawfully taken or omitted to be taken by it under or in
        connection with this Agreement or any other Loan Document (except for its
        own
        gross negligence, willful misconduct or bad faith) or (ii) be responsible
        in any
        manner to any of the Lenders for any recitals, statements, representations
        or
        warranties made by the Borrower or any of its officers contained in this
        Agreement, in any other Loan Document or in any certificate, report, statement
        or other document referred to or provided for in, or received by the
        Administrative Agent under or in connection with, this Agreement or any other
        Loan Document or for any failure of the Borrower or any of its officers to
        perform its obligations hereunder or thereunder. The Administrative Agent
        shall
        not be under any obligation to any Lender to ascertain or to inquire as to
        the
        observance or performance of any of the agreements contained in, or conditions
        of, this Agreement or any other Loan Document, or to inspect the properties,
        books or records of the Borrower. The Administrative Agent shall not be
        responsible to any Lender for the effectiveness, genuineness, validity,
        enforceability, collectibility or sufficiency of this Agreement or any other
        Loan Document or for any representations, warranties, recitals or statements
        made by any other Person herein or therein or made by any other Person in
        any
        written or oral statement or in any financial or other statements, instruments,
        reports, certificates or any other documents in connection herewith or therewith
        furnished or made by the Administrative Agent to the Lenders or by or on
        behalf
        of the Borrower to the Administrative Agent or any Lender or be required
        to
        ascertain or inquire as to the performance or observance of any of the terms,
        conditions, provisions, covenants or agreements contained herein or therein
        or
        as to the use of the proceeds of the Loans or of the existence or possible
        existence of any Default or Event of Default.

       

      Section
        8.08  Indemnification.
        The
        Lenders agree to indemnify the Administrative Agent, in its capacity as such,
        and hold the Administrative Agent, in its capacity as such, harmless ratably
        according to their respective Commitments from and against any and all
        liabilities, obligations, losses, damages, penalties, actions, judgments,
        suits,
        costs and reasonable expenses or disbursements of any kind whatsoever which
        may
        at any time (including, without limitation, at any time following the full
        payment of the obligations of the Borrower hereunder) be imposed on, incurred
        by
        or asserted against the Administrative Agent, in its capacity as such, in
        any
        way relating to or arising out of this Agreement or any other Loan Document,
        or
        any documents contemplated hereby or referred to herein or the transactions
        contemplated hereby or any action taken or omitted to be taken by the
        Administrative Agent under or in connection with any of the foregoing, but
        only
        to the extent that any of the foregoing is not paid by the Borrower;
provided,
        that no
        Lender shall be liable to the Administrative Agent for the payment of any
        portion of such liabilities, obligations, losses, damages, penalties, actions,
        judgments, suits, costs or expenses or disbursements resulting from the gross
        negligence, willful misconduct or bad faith of the Administrative Agent.
        If any
        indemnity furnished to the Administrative Agent for any purpose shall, in
        the
        reasonable opinion of the Administrative Agent, be insufficient or become
        impaired, the Administrative Agent may call for additional indemnity and
        cease,
        or not commence, to do the acts indemnified against until such additional
        indemnity is furnished. The agreement in this Section 8.08 shall survive
        the
        payment of all Loans, Letter of Credit Liabilities, fees and other obligations
        of the Borrower arising hereunder.

       

      Section
        8.09  Resignation;
        Successors.
        The
        Administrative Agent may resign as Administrative Agent upon 20 days’ notice to
        the Lenders. Upon the resignation of the Administrative Agent, the Required
        Lenders shall appoint from among the Lenders a successor to the Administrative
        Agent, subject to prior approval by the Borrower (so long as no Event of
        Default
        exists) and the consent of the Required Lenders (such approval or consent,
        as
        the case may be, not to be unreasonably withheld), whereupon such successor
        Administrative Agent shall succeed to the rights, powers and duties of the
        retiring Administrative Agent, and the term “Administrative Agent” shall include
        such successor Administrative Agent effective upon its appointment, and the
        retiring Administrative Agent’s rights, powers and duties as Administrative
        Agent shall be terminated, without any other or further act or deed on the
        part
        of such former Administrative Agent or any of the parties to this Agreement
        or
        any other Loan Document. After the retiring Administrative Agent’s resignation
        hereunder as Administrative Agent, the provisions of this Article VIII shall
        inure to its benefit as to any actions taken or omitted to be taken by it
        while
        it was Administrative Agent under this Agreement or any other Loan
        Document.

       

      Section
        8.10  Administrative
        Agent’s Fees; Arranger Fee.
        The
        Borrower shall pay to the Administrative Agent for its own account and to
        Wachovia Securities and Barclays Capital (the investment banking division
        of
        Barclays Bank PLC), in their capacity as Lead Arrangers, for their own account,
        fees in the amounts and at the times agreed upon between the Borrower, the
        Administrative Agent and Wachovia Securities, respectively, pursuant to the
        Fee
        Letter, and between the Borrower,
        Barclays Bank PLC and Barclays Capital (the investment banking division of
        Barclays Bank PLC) pursuant to that certain letter agreement dated as of
        May 6,
        2005.

       

      ARTICLE
        IX


       

      MISCELLANEOUS

       

      Section
        9.01  Notices.
        Except
        as otherwise expressly provided herein, all notices and other communications
        shall have been duly given and shall be effective (i) when delivered, (ii)
        when
        transmitted via telecopy (or other facsimile device) to the number set out
        below, (iii) the Business Day following the day on which the same has been
        delivered prepaid (or on an invoice basis) to a reputable national overnight
        air
        courier service or (iv) the third Business Day following the day on which
        the
        same is sent by certified or registered mail, postage prepaid, in each case
        to
        the respective parties at the address or telecopy numbers, in the case of
        the
        Borrower and the Administrative Agent, set forth below, and, in the case
        of the
        Lenders, set forth on signature pages hereto, or at such other address as
        such
        party may specify by written notice to the other parties hereto:

       

      if
        to the
        Borrower:

       

      PPL
        Energy Supply, LLC

      Two
        North
        Ninth Street

      Allentown,
        PA 18101-1179

      Attention:
        James E. Abel

      Telephone:
        610-774-5151

      Facsimile:
        610-774-5106

       

      with
        a
        copy to:

       

      PPL
        Energy Supply, LLC

      Two
        North
        Ninth Street

      Allentown,
        PA 18101-1179

      Attention:
        Michael A. McGrail, Esq.

      Telephone:
        610-774-5644

      Facsimile:
        610-774-6726

       

      if
        to the
        Administrative Agent:

       

      Wachovia
        Bank, National Association

      One
        Wachovia Center

      301
        South
        College Street - NC0760

      Charlotte,
        North Carolina 28288

      Attention:
        Rick Price

      Telephone:
        704-374-4062

      Facsimile:
        704-383-6647

       

      with
        a
        copy to:

       

      Wachovia
        Bank, National Association

      201
        South
        College Street, 23rd
        Floor

      Charlotte,
        North Carolina 28288

      Attention:
        Syndications Agency Services

      Telephone:
        704-383-3721

      Facsimile:
        704-383-0288

       

      with
        a
        copy to:

       

      Kennedy
        Covington Lobdell & Hickman, L.L.P.

      214
        North
        Tryon Street, Suite 4700

      Charlotte,
        North Carolina 28202

      Attention:
        Raymond S. Koloski, Esq.

      Telephone
        : 704-331-7487

      Facsimile:
        704-353-3487

       

      Section
        9.02  No
        Waivers; Non-Exclusive Remedies.
        No
        failure by any Agent or any Lender to exercise, no course of dealing with
        respect to, and no delay in exercising any right, power or privilege hereunder
        or under any Revolving Note or other Loan Document shall operate as a waiver
        thereof nor shall any single or partial exercise thereof preclude any other
        or
        further exercise thereof or the exercise of any other right, power or privilege.
        The rights and remedies provided herein and in the other Loan Documents shall
        be
        cumulative and not exclusive of any rights or remedies provided by
        law.

       

      Section
        9.03  Expenses;
        Indemnification.

       

      (a)  Expenses.
        The
        Borrower shall pay (i) all out-of-pocket expenses of the Agents, including
        legal
        fees and disbursements of Kennedy Covington Lobdell & Hickman, L.L.P. and
        any other local counsel retained by the Administrative Agent, in its reasonable
        discretion, in connection with the preparation, execution, delivery and
        administration of the Loan Documents, the syndication efforts of the Agents
        with
        respect thereto, any waiver or consent thereunder or any amendment thereof
        or
        any Default or alleged Default thereunder and (ii) if an Event of Default
        occurs, all reasonable out-of-pocket expenses incurred by the Agents and
        each
        Lender, including (without duplication) the fees and disbursements of outside
        counsel, in connection with such Event of Default and restructuring, workout,
        collection, bankruptcy, insolvency and other enforcement proceedings resulting
        therefrom; provided,
        that
        the Borrower shall not be liable for any legal fees or disbursements of any
        counsel for the Agents and the Lenders other than Kennedy Covington Lobdell
        & Hickman, L.L.P. associated with the preparation, execution and delivery
        of
        this Agreement and the closing documents contemplated hereby.

       

      (b)  Indemnity
        in Respect of Loan Documents.
        The
        Borrower agrees to indemnify the Agents and each Lender, their respective
        Affiliates and the respective directors, officers, trustees, agents and
        employees of the foregoing (each an “Indemnitee”)
        and
        hold each Indemnitee harmless from and against any and all liabilities,
        obligations, losses, damages, penalties, actions, judgments, suits, costs
        and
        expenses or disbursements of any kind whatsoever, including, without limitation,
        the reasonable fees and disbursements of counsel, which may at any time
        (including, without limitation, at any time following the payment of the
        obligations of the Borrower hereunder) be imposed on, incurred by or asserted
        against such Indemnitee in connection with any investigative, administrative
        or
        judicial proceeding (whether or not such Indemnitee shall be designated a
        party
        thereto) brought or threatened relating to or arising out of the Loan Documents
        or any actual or proposed use of proceeds of Loans hereunder; provided,
        that no
        Indemnitee shall have the right to be indemnified hereunder for such
        Indemnitee’s own gross negligence or willful misconduct as determined by a court
        of competent jurisdiction in a final, non-appealable judgment or
        order.

       

      (c)  Indemnity
        in Respect of Environmental Liabilities.
        The
        Borrower agrees to indemnify each Lender and hold each Lender harmless from
        and
        against any and all liabilities, obligations, losses, damages, penalties,
        actions, judgments, suits, costs and expenses or disbursements of any kind
        whatsoever (including, without limitation, reasonable expenses of investigation
        by engineers, environmental consultants and similar technical personnel and
        reasonable fees and disbursements of counsel) which may at any time (including,
        without limitation, at any time following the payment of the obligations
        of the
        Borrower hereunder) be imposed on, incurred by or asserted against such Lender
        in respect of or in connection with any and all Environmental Liabilities.
        Without limiting the generality of the foregoing, the Borrower hereby waives
        all
        rights of contribution or any other rights of recovery with respect to
        liabilities, obligations, losses, damages, penalties, actions, judgments,
        suits,
        costs and expenses and disbursements in respect of or in connection with
        Environmental Liabilities that it might have by statute or otherwise against
        any
        Lender.

       

      Section
        9.04  Sharing
        of Set-Offs.
        Each
        Lender agrees that if it shall, by exercising any right of set-off or
        counterclaim or otherwise, receive payment of a proportion of the aggregate
        amount of principal and interest due with respect to any Loan made or Revolving
        Note held by it and any Letter of Credit Liabilities which is greater than
        the
        proportion received by any other Lender in respect of the aggregate amount
        of
        principal and interest due with respect to any Loan, Revolving Note and Letter
        of Credit Liabilities made or held by such other Lender, the Lender receiving
        such proportionately greater payment shall purchase such participations in
        the
        Loan made or Revolving Notes and Letter of Credit Liabilities held by the
        other
        Lenders, and such other adjustments shall be made, in each case as may be
        required so that all such payments of principal and interest with respect
        to the
        Loan made or Revolving Notes and Letter of Credit Liabilities made or held
        by
        the Lenders shall be shared by the Lenders pro rata; provided,
        that
        nothing in this Section shall impair the right of any Lender to exercise
        any
        right of set-off or counterclaim it may have for payment of indebtedness
        of the
        Borrower other than its indebtedness hereunder.

       

      Section
        9.05  Amendments
        and Waivers.
        Any
        provision of this Agreement or the Revolving Notes may be amended or waived
        if,
        but only if, such amendment or waiver is in writing and is signed by the
        Borrower and the Required Lenders (and, if the rights or duties of the
        Administrative Agent or any Issuing Lenders are affected thereby, by the
        Administrative Agent or such Issuing Lender, as relevant); provided,
        that no
        such amendment or waiver shall, unless signed by all of the Lenders, (i)
        increase or decrease the Commitment of any Lender (except for a ratable decrease
        in the Commitments of all of the Lenders) or subject any Lender to any
        additional obligation (it being understood that waivers or modifications
        of
        conditions precedent, covenants, Defaults or of mandatory reductions in the
        Commitments shall not constitute an increase of the Commitment of any Lender,
        and that an increase in the available portion of any Commitment of any Lender
        as
        in effect at any time shall not constitute an increase in such Commitment),
        (ii)
        reduce the principal of or rate of interest on any Loan (except in connection
        with a waiver of applicability of any post-default increase in interest rates)
        or the amount to be reimbursed in respect of any Letter of Credit or any
        interest thereon or any fees hereunder, (iii) postpone the date fixed for
        any
        payment of interest on any Loan or the amount to be reimbursed in respect
        of any
        Letter of Credit or any interest thereon or any fees hereunder or for any
        scheduled reduction or termination of any Commitment or (except as expressly
        provided in Article III) expiration date of any Letter of Credit, (iv) postpone
        or change the date fixed for any scheduled payment of principal of any Loan
        or
        (v) change the percentage of the Commitments or of the aggregate unpaid
        principal amount of the Revolving Notes and Letter of Credit Liabilities,
        or the
        number of Lenders, which shall be required for the Lenders or any of them
        to
        take any action under this Section or any other provision of this
        Agreement.

       

      Section
        9.06  Successors
        and Assigns.

       

      (a)  Successors
        and Assigns.
        The
        provisions of this Agreement shall be binding upon and inure to the benefit
        of
        the parties hereto and their respective successors and assigns, except that
        the
        Borrower may not assign or otherwise transfer any of its rights under this
        Agreement without the prior written consent of all of the Lenders, except
        to the
        extent any such assignment results from the consummation of a merger or
        consolidation permitted pursuant to Section 6.08 of this Agreement.

       

      (b)  Participations.
        Any
        Lender may at any time grant to one or more banks or other financial
        institutions or special purpose funding vehicle (each a “Participant”)
        participating interests in its Commitments and/or any or all of its Loans
        and
        Letter of Credit Liabilities. In the event of any such grant by a Lender
        of a
        participating interest to a Participant, whether or not upon notice to the
        Borrower and the Administrative Agent, such Lender shall remain responsible
        for
        the performance of its obligations hereunder, and the Borrower, the Issuing
        Lenders and the Administrative Agent shall continue to deal solely and directly
        with such Lender in connection with such Lender’s rights and obligations under
        this Agreement. Any agreement pursuant to which any Lender may grant such
        a
        participating interest shall provide that such Lender shall retain the sole
        right and responsibility to enforce the obligations of the Borrower hereunder
        including, without limitation, the right to approve any amendment, modification
        or waiver of any provision of this Agreement; provided,
        that
        such participation agreement may provide that such Lender will not agree
        to any
        modification, amendment or waiver of this Agreement which would (i) extend
        the
        Revolving Termination Date, reduce the rate or extend the time of payment
        of
        principal, interest or fees on any Loan or Letter of Credit Liability in
        which
        such Participant is participating (except in connection with a waiver of
        applicability of any post-default increase in interest rates) or reduce the
        principal amount thereof, or increase the amount of the Participant’s
        participation over the amount thereof then in effect (it being understood
        that a
        waiver of any Default or Event of Default or of a mandatory reduction in
        the
        Commitments shall not constitute a change in the terms of such participation,
        and that an increase in any Commitment or Loan or Letter of Credit Liability
        shall be permitted without the consent of any Participant if the Participant’s
        participation is not increased as a result thereof) or (ii) allow the assignment
        or transfer by the Borrower of any of its rights and obligations under this
        Agreement, without the consent of the Participant, except to the extent any
        such
        assignment results from the consummation of a merger or consolidation permitted
        pursuant to Section 6.08 of this Agreement. The Borrower agrees that each
        Participant shall, to the extent provided in its participation agreement,
        be
        entitled to the benefits of Article II with respect to its participating
        interest to the same extent as if it were a Lender, subject to the same
        limitations, and in no case shall any Participant be entitled to receive
        any
        amount payable pursuant to Article II that is greater that the amount the
        Lender
        granting such Participant’s participating interest would have been entitled to
        receive had such Lender not sold such participating interest. An assignment
        or
        other transfer which is not permitted by subsection (c) or (d) below shall
        be
        given effect for purposes of this Agreement only to the extent of a
        participating interest granted in accordance with this subsection
        (b).

       

      (c)  Assignments
        Generally.
        Any
        Lender may at any time assign to one or more Eligible Assignees (each, an
        “Assignee”)
        all,
        or a proportionate part (equivalent to an initial Commitment of not less
        than
        $5,000,000 or any larger multiple of $1,000,000), of its rights and obligations
        under this Agreement and the Revolving Notes with respect to its Revolving
        Loans
        and, if still in existence, its Revolving Commitment, and such Assignee shall
        assume such rights and obligations, pursuant to an Assignment and Assumption
        Agreement in substantially the form of Exhibit C attached hereto executed
        by
        such Assignee and such transferor, with (and subject to) the consent of the
        Borrower, which shall not be unreasonably withheld, the Administrative Agent
        and
        the Issuing Lenders, which consent shall not be unreasonably withheld;
provided,
        that if
        an Assignee is an Affiliate of such transferor Lender or was a Lender
        immediately prior to such assignment, no such consent of the Borrower shall
        be
        required; provided,
        further,
        that if
        at the time of such assignment a Default or an Event of Default has occurred
        and
        is continuing, no such consent of the Borrower shall be required. Upon execution
        and delivery of such instrument and payment by such Assignee to such transferor
        of an amount equal to the purchase price agreed between such transferor and
        such
        Assignee, such Assignee shall be a Lender party to this Agreement and shall
        have
        all the rights and obligations of a Lender with a Commitment as set forth
        in
        such instrument of assumption, and the transferor shall be released from
        its
        obligations hereunder to a corresponding extent, and no further consent or
        action by any party shall be required. Upon the consummation of any assignment
        pursuant to this subsection (c), the transferor, the Administrative Agent
        and
        the Borrower shall make appropriate arrangements so that, if required, a
        new
        Revolving Note is issued to the Assignee. In connection with any such
        assignment, the transferor shall pay to the Administrative Agent an
        administrative fee for processing such assignment in the amount of $3,500.
        If
        the Assignee is not incorporated under the laws of the United States or any
        state thereof, it shall deliver to the Borrower and the Administrative Agent
        certification as to exemption from deduction or withholding of any United
        States
        Taxes in accordance with Section 2.16.

       

      (d)  Assignments
        to Federal Reserve Banks.
        Any
        Lender may at any time assign all or any portion of its rights under this
        Agreement and its Revolving Note to a Federal Reserve Bank. No such assignment
        shall release the transferor Lender from its obligations hereunder.

       

      (e)  Register.
        The
        Borrower hereby designates the Administrative Agent to serve as the Borrower’s
        agent, solely for purposes of this subsection 9.06(e), to (i) maintain a
        register (the “Register”)
        on
        which the Administrative Agent will record the Commitments from time to time
        of
        each Lender, the Loans made by each Lender and each repayment in respect
        of the
        principal amount of the Loans of each Lender and to (ii) retain a copy of
        each
        Assignment and Assumption Agreement delivered to the Administrative Agent
        pursuant to this Section. Failure to make any such recordation, or any error
        in
        such recordation, shall not affect the Borrower’s obligation in respect of such
        Loans. The entries in the Register shall be conclusive, in the absence of
        manifest error, and the Borrower, the Administrative Agent, the Issuing Lenders
        and the Lenders shall treat each Person in whose name a Loan and the Revolving
        Note evidencing the same is registered as the owner thereof for all purposes
        of
        this Agreement, notwithstanding notice or any provision herein to the contrary.
        With respect to any Lender, the assignment or other transfer of the Commitments
        of such Lender and the rights to the principal of, and interest on, any Loan
        made and any Revolving Note issued pursuant to this Agreement shall not be
        effective until such assignment or other transfer is recorded on the Register
        and, except to the extent provided in this subsection 9.06(e), otherwise
        complies with Section 9.06, and prior to such recordation all amounts owing
        to
        the transferring Lender with respect to such Commitments, Loans and Revolving
        Notes shall remain owing to the transferring Lender. The registration of
        assignment or other transfer of all or part of any Commitments, Loans and
        Revolving Notes for a Lender shall be recorded by the Administrative Agent
        on
        the Register only upon the acceptance by the Administrative Agent of a properly
        executed and delivered Assignment and Assumption Agreement and payment of
        the
        administrative fee referred to in Section 9.06(c). The Register shall be
        available for inspection by each of the Borrower and each Issuing Lender
        at any
        reasonable time and from time to time upon reasonable prior notice. In addition,
        at any time that a request for a consent for a material or substantive change
        to
        the Loan Documents is pending, any Lender wishing to consult with other Lenders
        in connection therewith may request and receive from the Administrative Agent
        a
        copy of the Register. The Borrower may not replace any Lender pursuant to
        Section 2.07(b), unless, with respect to any Revolving Notes held by such
        Lender, the requirements of subsection 9.06(c) and this subsection 9.06(e)
        have
        been satisfied.

       

      Section
        9.07  Governing
        Law; Submission to Jurisdiction.
        This
        Agreement and each Revolving Note shall be governed by and construed in
        accordance with the internal laws of the State of New York. The Borrower
        hereby
        submits to the nonexclusive jurisdiction of the United States District Court
        for
        the Southern District of New York and of any New York State court sitting
        in New
        York City for purposes of all legal proceedings arising out of or relating
        to
        this Agreement or the transactions contemplated hereby. The Borrower irrevocably
        waives, to the fullest extent permitted by law, any objection which it may
        now
        or hereafter have to the laying of the venue of any such proceeding brought
        in
        such court and any claim that any such proceeding brought in any such court
        has
        been brought in an inconvenient forum.

       

      Section
        9.08  Counterparts;
        Integration; Effectiveness.
        This
        Agreement may be signed in any number of counterparts, each of which shall
        be an
        original, with the same effect as if the signatures thereto and hereto were
        upon
        the same instrument. This Agreement and the other Loan Documents constitute
        the
        entire agreement and understanding among the parties hereto and supersede
        any
        and all prior agreements and understandings, oral or written, relating to
        the
        subject matter hereof and thereof. This Agreement shall become effective
        upon
        receipt by the Administrative Agent of counterparts hereof signed by each
        of the
        parties hereto (or, in the case of any party as to which an executed counterpart
        shall not have been received, receipt by the Administrative Agent in form
        satisfactory to it of telegraphic, telex, facsimile or other written
        confirmation from such party of execution of a counterpart hereof by such
        party).

       

      Section
        9.09  Generally
        Accepted Accounting Principles.
        Unless
        otherwise specified herein, all accounting terms used herein shall be
        interpreted, all accounting determinations hereunder shall be made and all
        financial statements required to be delivered hereunder shall be prepared
        in
        accordance with GAAP as in effect from time to time, applied on a basis
        consistent (except for changes concurred in by the Borrower’s independent public
        accountants) with the audited consolidated financial statements of the Borrower
        and its Consolidated Subsidiaries most recently delivered to the Lenders;
        provided,
        that,
        if the Borrower notifies the Administrative Agent that the Borrower wishes
        to
        amend any covenant in Article VI to eliminate the effect of any change in
        GAAP
        on the operation of such covenant (or if the Administrative Agent notifies
        the
        Borrower that the Required Lenders wish to amend Article VI for such purpose),
        then the Borrower’s compliance with such covenant shall be determined on the
        basis of GAAP in effect immediately before the relevant change in GAAP became
        effective, until either such notice is withdrawn or such covenant is amended
        in
        a manner satisfactory to the Borrower and the Required Lenders.

       

      Section
        9.10  Usage.
        The
        following rules of construction and usage shall be applicable to this Agreement
        and to any instrument or agreement that is governed by or referred to in
        this
        Agreement.

       

      (a)  All
        terms
        defined in this Agreement shall have the defined meanings when used in any
        instrument governed hereby or referred to herein and in any certificate or
        other
        document made or delivered pursuant hereto or thereto unless otherwise defined
        therein.

       

      (b)  The
        words
“hereof”, “herein”, “hereunder” and words of similar import when used in this
        Agreement or in any instrument or agreement governed here shall be construed
        to
        refer to this Agreement or such instrument or agreement, as applicable, in
        its
        entirety and not to any particular provision or subdivision hereof or
        thereof.

       

      (c)  References
        in this Agreement to “Article”, “Section”, “Exhibit”, “Schedule” or another
        subdivision or attachment shall be construed to refer to an article, section
        or
        other subdivision of, or an exhibit, schedule or other attachment to, this
        Agreement unless the context otherwise requires; references in any instrument
        or
        agreement governed by or referred to in this Agreement to “Article”, “Section”,
“Exhibit”, “Schedule” or another subdivision or attachment shall be construed to
        refer to an article, section or other subdivision of, or an exhibit, schedule
        or
        other attachment to, such instrument or agreement unless the context otherwise
        requires.

       

      (d)  The
        definitions contained in this Agreement shall apply equally to the singular
        and
        plural forms of such terms. Whenever the context may require, any pronoun
        shall
        include the corresponding masculine, feminine and neuter forms. The word
“will”
        shall be construed to have the same meaning as the word “shall”. The term
“including” shall be construed to have the same meaning as the phrase “including
        without limitation”.

       

      (e)  Unless
        the context otherwise requires, any definition of or reference to any agreement,
        instrument, statute or document contained in this Agreement or in any agreement
        or instrument that is governed by or referred to in this Agreement shall
        be
        construed (i) as referring to such agreement, instrument, statute or document
        as
        the same may be amended, supplemented or otherwise modified from time to
        time
        (subject to any restrictions on such amendments, supplements or modifications
        set forth in this Agreement or in any agreement or instrument governed by
        or
        referred to in this Agreement), including (in the case of agreements or
        instruments) by waiver or consent and (in the case of statutes) by succession
        of
        comparable successor statutes and (ii) to include (in the case of agreements
        or
        instruments) references to all attachments thereto and instruments incorporated
        therein. Any reference to any Person shall be construed to include such Person’s
        successors and permitted assigns.

       

      (f)  Unless
        the context otherwise requires, whenever any statement is qualified by “to the
        best knowledge of” or “known to” (or a similar phrase) any Person that is not a
        natural person, it is intended to indicate that the senior management of
        such
        Person has conducted a commercially reasonable inquiry and investigation
        prior
        to making such statement and no member of the senior management of such Person
        (including managers, in the case of limited liability companies, and general
        partners, in the case of partnerships) has current actual knowledge of the
        inaccuracy of such statement.

       

      Section
        9.11  WAIVER
        OF JURY TRIAL.
        THE
        BORROWER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN
        ANY
        LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
        TRANSACTIONS CONTEMPLATED HEREBY.

       

      Section
        9.12  Confidentiality.
        Each
        Lender agrees to hold all non-public information obtained pursuant to the
        requirements of this Agreement in accordance with its customary procedure
        for
        handling confidential information of this nature and in accordance with safe
        and
        sound banking practices; provided,
        that
        nothing herein shall prevent any Lender from disclosing such information
        (i) to
        any other Lender or to any Agent, (ii) to any other Person if reasonably
        incidental to the administration of the Loans and Letter of Credit Liabilities,
        (iii) upon the order of any court or administrative agency, (iv) upon the
        request or demand of any regulatory agency or authority, (v) which had been
        publicly disclosed other than as a result of a disclosure by any Agent or
        any
        Lender prohibited by this Agreement, (vi) in connection with any litigation
        to
        which any Agent, any Lender or any of their respective Subsidiaries or
        Affiliates may be party, (vii) to the extent necessary in connection with
        the
        exercise of any remedy hereunder, (viii) to such Lender’s or Agent’s Affiliates
        and their respective directors, officers, employees and agents including
        legal
        counsel and independent auditors (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) and (ix)
        subject to provisions substantially similar to those contained in this Section,
        to any actual or proposed Participant or Assignee or to any actual or
        prospective counterparty (or its advisors) to any securitization, swap or
        derivative transaction relating to the Borrower's Obligations hereunder.
        Notwithstanding the foregoing, any Agent, any Lender or Kennedy Covington
        Lobdell & Hickman, L.L.P. may circulate promotional materials and place
        advertisements in financial and other newspapers and periodicals or on a
        home
        page or similar place for dissemination of information on the Internet or
        worldwide web, in each case, after the closing of the transactions contemplated
        by this Agreement in the form of a “tombstone” or other release limited to
        describing the names of the Borrower or its Affiliates, or any of them, and
        the
        amount, type and closing date of such transactions, all at their sole
        expense.

       

      Section
        9.13  USA
        PATRIOT Act Notice.
        Each
        Lender that is subject to the Patriot Act (as hereinafter defined) and the
        Administrative Agent (for itself and not on behalf of any Lender) hereby
        notifies the Borrower that pursuant to the requirements of the USA PATRIOT
        Act
        (Title III of Pub.L. 107-56 (signed into law October 26, 2001)) (the
“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 the Administrative Agent, as
        applicable, to identify the Borrower in accordance with the Patriot
        Act.

       

      
        
          
            

          

        

        
        

      


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

       

      PPL
        ENERGY SUPPLY, LLC

       

      By:
        ___________________________________________

      Name:

      Title:

       


      
        
          
            Signature
              Page to the $600,000,000 

            Five-Year
              Credit Agreement for

            PPL
              Energy Supply, LLC

            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      WACHOVIA
        BANK, NATIONAL ASSOCIATION,

      as
        Administrative Agent

       

      By:
        ___________________________________________

      Name:

      Title:

       

      WACHOVIA
        BANK, NATIONAL ASSOCIATION,

        
        as Issuing Lender

       

      By:
        ___________________________________________

      Name:

      Title:

       

      WACHOVIA
        BANK, NATIONAL ASSOCIATION, 

        
        as a Lender

       

      By:
        ___________________________________________

      Name:

      Title:

       


      
        
          
            Signature
              Page to the $600,000,000 

            Five-Year
              Credit Agreement for

            PPL
              Energy Supply, LLC

            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ______________________________,
        as a Lender

      (insert
        name of Lender)

       

      By:
        ___________________________________________

      Name:

      Title

       

      


       

      


       

      Second
        signature block, if required

       

      ______________________________,
        as a Lender

      (insert
        name of Lender)

       

      By:
        ___________________________________________

      Name:

      Title

       

      


      


      
        
          Signature
            Page to the $600,000,000 

          Five-Year
            Credit Agreement for

          PPL
            Energy Supply, LLC