Exhibit 10.2

**EXECUTION COPY677908_9**

****

**Amended and RestatedCredit Agreement**

Dated as of July 2, 2004

among

**Strategic Energy, L.L.C.,**

**The Institutions From Time to TimeParties Hereto As Lenders**

**LaSalle Bank National Associationas Administrative Agent**

**And**

**PNC Bank, National Associationas Syndication Agent**_____________________________**LaSalle Bank National Association**

**And**

**PNC Capital Markets,Co-Lead Arrangers**

**TABLE OF CONTENTS**

****
| **Section**         |          |                                                                                            |                                                                                                                                                                                                  | **Page** |
|---------------------|----------|--------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------|
| ***ARTICLE I.***    |          | ***   DEFINITIONS***                                                        |                                                                                                                                                                                                  | ***1***  |
|                     | *1.1.*   |                                                                                            | *Certain Defined Terms*                                                                                                                                                                          |          | *1* |
|                     | *1.2.*   |                                                                                            | *References*                                                                                                                                                                                     |          | *18* |
| ***ARTICLE II.***   |          | ***   THE REVOLVING LOAN FACILITIES***                                      |                                                                                                                                                                                                  | ***18*** |
|                     | *2.1.*   |                                                                                            | *Revolving Loans*                                                                                                                                                                                |          | *18* |
|                     | *2.2.*   |                                                                                            | *Rate Options for All Advances*                                                                                                                                                                  |          | *19* |
|                     | *2.3.*   |                                                                                            | *Prepayments*                                                                                                                                                                                    |          | *19* |
|                     |          |                                                                                            | *(A)     Optional Payments*                                                                                                                                             |          | *19* |
|                     |          |                                                                                            | *(B)     Mandatory Prepayments*                                                                                                                                         |          | *19* |
|                     | *2.4.*   |                                                                                            | *Reduction of Commitments*                                                                                                                                                                       |          | *19* |
|                     | *2.5.*   |                                                                                            | *Method of Borrowing*                                                                                                                                                                            |          | *20* |
|                     | *2.6.*   |                                                                                            | *Method of Selecting Types and Interest Periods for Advances*                                                                                                                                    |          | *20* |
|                     | *2.7.*   |                                                                                            | *Minimum Amount of Each Advance*                                                                                                                                                                 |          | *20* |
|                     | *2.8.*   |                                                                                            | *Method of Selecting Types and Interest Periods for Conversion and Continuation of Advances*                                                                                                     |          | *20* |
|                     |          |                                                                                            | *(A)     Right to Convert/Breakage Costs*                                                                                                                               |          | *20* |
|                     |          |                                                                                            | *(B)     Automatic Conversion and Continuation*                                                                                                                         |          | *21* |
|                     |          |                                                                                            | *(C)     No Conversion Post-Default or Post-Unmatured Default*                                                                                                          |          | *21* |
|                     |          |                                                                                            | *(D)     Conversion/Continuation Notice*                                                                                                                                |          | *21* |
|                     | *2.9.*   |                                                                                            | *Default Rate*                                                                                                                                                                                   |          | *21* |
|                     | *2.10.*  |                                                                                            | *Method of Payment*                                                                                                                                                                              |          | *21* |
|                     | *2.11.*  |                                                                                            | *Notes*                                                                                                                                                                                          |          | *22* |
|                     | *2.12.*  |                                                                                            | *Telephonic Notices*                                                                                                                                                                             |          | *22* |
|                     | *2.13.*  |                                                                                            | *Promise to Pay; Interest and Commitment Fees; Interest Payment Dates; Interest and Fee Basis; Taxes; Loan and Control Accounts*                                                                 |          | *22* |
|                     |          |                                                                                            | *(A)     Promise to Pay*                                                                                                                                                |          | *22* |
|                     |          |                                                                                            | *(B)     Interest Payment Dates*                                                                                                                                        |          | *22* |
|                     |          |                                                                                            | *(C)     Commitment Fees*                                                                                                                                               |          | *22* |
|                     |          |                                                                                            | *(D)     Interest and Fee Basis; Applicable Floating Rate Margin, Applicable Eurodollar Margin, Applicable L/C Fee Percentage and Applicable Commitment Fee Percentage* |          | *23* |
|                     |          |                                                                                            | *(E)     Taxes*                                                                                                                                                         |          | *24* |
|                     |          |                                                                                            | *(F)     Loan Account*                                                                                                                                                  |          | *26* |
|                     |          |                                                                                            | *(G)     Entries Binding*                                                                                                                                               |          | *26* |
|                     | *2.14.*  |                                                                                            | *Notification of Advances, Interest Rates, Prepayments and Aggregate Revolving Loan Commitment Reductions*                                                                                       |          | *27* |
|                     | *2.15.*  |                                                                                            | *Lending Installations*                                                                                                                                                                          |          | *27* |
|                     | *2.16.*  |                                                                                            | *Non-Receipt of Funds by the Administrative Agent*                                                                                                                                               |          | *27* |
|                     | *2.17.*  |                                                                                            | *Termination Date*                                                                                                                                                                               |          | *27* |
|                     | *2.18.*  |                                                                                            | *Extension of Revolving Loan Termination Date*                                                                                                                                                   |          | *27* |
|                     | *2.19.*  |                                                                                            | *Replacement of Certain Lenders*                                                                                                                                                                 |          | *28* |
| ***ARTICLE III.***  |          | ***   THE LETTER OF CREDIT FACILITY***                                      |                                                                                                                                                                                                  | ***28*** |
|                     | *3.1.*   |                                                                                            | *Obligation to Issue*                                                                                                                                                                            |          | *28* |
|                     | *3.2.*   |                                                                                            | *[Intentionally Omitted]*                                                                                                                                                                        |          | *29* |
|                     | *3.3.*   |                                                                                            | *Types and Amounts*                                                                                                                                                                              |          | *29* |
|                     | *3.4.*   |                                                                                            | *Conditions*                                                                                                                                                                                     |          | *29* |
|                     | *3.5.*   |                                                                                            | *Procedure for Issuance of Letters of Credit*                                                                                                                                                    |          | *29* |
|                     | *3.6.*   |                                                                                            | *Letter of Credit Fees*                                                                                                                                                                          |          | *30* |
|                     | *3.7.*   |                                                                                            | *Reimbursement Obligation*                                                                                                                                                                       |          | *30* |
|                     | *3.8.*   |                                                                                            | *Letter of Credit Fees*                                                                                                                                                                          |          | *31* |
|                     | *3.9.*   |                                                                                            | *Issuing Bank Reporting Requirements*                                                                                                                                                            |          | *31* |
|                     | *3.10.*  |                                                                                            | *Indemnification; Exoneration*                                                                                                                                                                   |          | *31* |
|                     | *3.11.*  |                                                                                            | *Cash Collateral*                                                                                                                                                                                |          | *32* |
| ***ARTICLE IV.***   |          | ***   REPRESENTATIONS AND WARRANTIES***                                     |                                                                                                                                                                                                  | ***37*** |
|                     | *4.1.*   |                                                                                            | *Yield Protection*                                                                                                                                                                               |          | *33* |
|                     | *4.2.*   |                                                                                            | *Changes in Capital Adequacy Regulations*                                                                                                                                                        |          | *33* |
|                     | *4.3.*   |                                                                                            | *Availability of Types of Advances*                                                                                                                                                              |          | *34* |
|                     | *4.4.*   |                                                                                            | *Funding Indemnification*                                                                                                                                                                        |          | *34* |
|                     | *4.5.*   |                                                                                            | *Lender Statements; Survival of Indemnity*                                                                                                                                                       |          | *34* |
| ***ARTICLE V.***    |          | ***   CONDITIONS PRECEDENT***                                               |                                                                                                                                                                                                  | ***35*** |
|                     | *5.1.*   |                                                                                            | *Initial Advances and Letters of Credit*                                                                                                                                                         |          | *35* |
|                     | *5.2.*   |                                                                                            | *Each Advance and Letter of Credit*                                                                                                                                                              |          | *36* |
| ***ARTICLE VI.***   |          | ***   REPRESENTATIONS AND WARRANTIES***                                     |                                                                                                                                                                                                  | ***37*** |
|                     | *6.1.*   |                                                                                            | *Organization; Corporate Powers*                                                                                                                                                                 |          | *37* |
|                     | *6.2.*   |                                                                                            | *Authority*                                                                                                                                                                                      |          | *37* |
|                     | *6.3.*   |                                                                                            | *No Conflict; Governmental Consents*                                                                                                                                                             |          | *38* |
|                     | *6.4.*   |                                                                                            | *Financial Statements*                                                                                                                                                                           |          | *38* |
|                     | *6.5.*   |                                                                                            | *No Material Adverse Change*                                                                                                                                                                     |          | *38* |
|                     | *6.6.*   |                                                                                            | *Taxes*                                                                                                                                                                                          |          | *38* |
|                     |          |                                                                                            | *(A)     Tax Examinations*                                                                                                                                              |          | *38* |
|                     |          |                                                                                            | *(B)     Payment of Taxes*                                                                                                                                              |          | *38* |
|                     | *6.7.*   |                                                                                            | *Litigation; Loss Contingencies and Violations*                                                                                                                                                  |          | *39* |
|                     | *6.8.*   |                                                                                            | *Subsidiaries*                                                                                                                                                                                   |          | *39* |
|                     | *6.9.*   |                                                                                            | *ERISA*                                                                                                                                                                                          |          | *39* |
|                     | *6.10.*  |                                                                                            | *Accuracy of Information*                                                                                                                                                                        |          | *40* |
|                     | *6.11.*  |                                                                                            | *Securities Activities*                                                                                                                                                                          |          | *40* |
|                     | *6.12.*  |                                                                                            | *Material Agreements*                                                                                                                                                                            |          | *40* |
|                     | *6.13.*  |                                                                                            | *Compliance with Laws*                                                                                                                                                                           |          | *40* |
|                     | *6.14.*  |                                                                                            | *Assets and Properties*                                                                                                                                                                          |          | *41* |
|                     | *6.15.*  |                                                                                            | *Statutory Indebtedness Restrictions*                                                                                                                                                            |          | *41* |
|                     | *6.16.*  |                                                                                            | *Insurance*                                                                                                                                                                                      |          | *41* |
|                     | *6.17.*  |                                                                                            | *Labor Matters*                                                                                                                                                                                  |          | *41* |
|                     | *6.18.*  |                                                                                            | *Environmental Matters*                                                                                                                                                                          |          | *41* |
|                     | *6.19.*  |                                                                                            | *Solvency*                                                                                                                                                                                       |          | *42* |
|                     | *6.20.*  |                                                                                            | *Supplemental Disclosure*                                                                                                                                                                        |          | *42* |
| ***ARTICLE VII.***  |          | ***   COVENANTS***                                                          |                                                                                                                                                                                                  | ***42*** |
|                     | *7.1.*   |                                                                                            | *Reporting*                                                                                                                                                                                      |          | *43* |
|                     |          |                                                                                            | *(A)     Financial Reporting*                                                                                                                                           |          | *43* |
|                     |          |                                                                                            | *(B)     Notice of Default*                                                                                                                                             |          | *44* |
|                     |          |                                                                                            | *(C)     Lawsuits*                                                                                                                                                      |          | *44* |
|                     |          |                                                                                            | *(D)     ERISA Notices*                                                                                                                                                 |          | *45* |
|                     |          |                                                                                            | *(E)     Labor Matters*                                                                                                                                                 |          | *46* |
|                     |          |                                                                                            | *(F)     Other Indebtedness*                                                                                                                                            |          | *46* |
|                     |          |                                                                                            | *(G)     Other Reports*                                                                                                                                                 |          | *46* |
|                     |          |                                                                                            | *(H)     Environmental Notices*                                                                                                                                         |          | *47* |
|                     |          |                                                                                            | *(I)     Other Information*                                                                                                                                             |          | *47* |
|                     | *7.2.*   |                                                                                            | *Affirmative Covenants*                                                                                                                                                                          |          | *47* |
|                     |          |                                                                                            | *(A)     Existence, Etc.*                                                                                                                                               |          | *47* |
|                     |          |                                                                                            | *(B)     Corporate Powers; Conduct of Business*                                                                                                                         |          | *47* |
|                     |          |                                                                                            | *(C)     Compliance with Laws, Etc.*                                                                                                                                    |          | *47* |
|                     |          |                                                                                            | *(D)     Payment of Taxes and Claims; Tax Consolidation*                                                                                                                |          | *48* |
|                     |          |                                                                                            | *(E)     Insurance*                                                                                                                                                     |          | *48* |
|                     |          |                                                                                            | *(F)     Inspection of Property; Books and Records; Discussions*                                                                                                        |          | *48* |
|                     |          |                                                                                            | *(G)     ERISA Compliance*                                                                                                                                              |          | *49* |
|                     |          |                                                                                            | *(H)     Maintenance of Property*                                                                                                                                       |          | *49* |
|                     |          |                                                                                            | *(I)     Environmental Compliance*                                                                                                                                      |          | *49* |
|                     |          |                                                                                            | *(J)     Use of Proceeds*                                                                                                                                               |          | *49* |
|                     |          |                                                                                            | *(K)     Collateral Documents*                                                                                                                                          |          | *49* |
|                     |          |                                                                                            | *(L)     Addition of Guarantors; Addition of Pledged Capital Stock and other Collateral*                                                                                |          | *50* |
|                     |          |                                                                                            | *(M)     Insurance and Condemnation Proceeds*                                                                                                                           |          | *50* |
|                     |          |                                                                                            | *(N)     Reportable Transaction*                                                                                                                                        |          | *51* |
|                     | *7.3.*   |                                                                                            | *Negative Covenants*                                                                                                                                                                             |          | *51* |
|                     |          |                                                                                            | *(A)     Indebtedness*                                                                                                                                                  |          | *51* |
|                     |          |                                                                                            | *(B)     Sales of Assets*                                                                                                                                               |          | *51* |
|                     |          |                                                                                            | *(C)     Liens*                                                                                                                                                         |          | *52* |
|                     |          |                                                                                            | *(D)     Investments*                                                                                                                                                   |          | *52* |
|                     |          |                                                                                            | *(E)     Contingent Obligations*                                                                                                                                        |          | *53* |
|                     |          |                                                                                            | *(F)     Restricted Payments*                                                                                                                                           |          | *53* |
|                     |          |                                                                                            | *(G)     Conduct of Business; Subsidiaries*                                                                                                                             |          | *53* |
|                     |          |                                                                                            | *(H)     Transactions with Shareholders and Affiliates*                                                                                                                 |          | *54* |
|                     |          |                                                                                            | *(I)     Restriction on Fundamental Changes*                                                                                                                            |          | *54* |
|                     |          |                                                                                            | *(J)     Sales and Leasebacks*                                                                                                                                          |          | *54* |
|                     |          |                                                                                            | *(K)     Margin Regulations*                                                                                                                                            |          | *54* |
|                     |          |                                                                                            | *(L)     ERISA*                                                                                                                                                         |          | *55* |
|                     |          |                                                                                            | *(M)     Corporate Documents*                                                                                                                                           |          | *55* |
|                     |          |                                                                                            | *(N)     Fiscal Year*                                                                                                                                                   |          | *55* |
|                     |          |                                                                                            | *(O)     Hedging Obligations*                                                                                                                                           |          | *55* |
|                     |          |                                                                                            | *(P)     Subordinated Debt*                                                                                                                                             |          | *56* |
|                     |          |                                                                                            | *(Q)     Capital Expenditures*                                                                                                                                          |          | *56* |
|                     | *7.4.*   |                                                                                            | *Financial Covenants*                                                                                                                                                                            |          | *56* |
|                     |          |                                                                                            | *(A)     Minimum Net Worth*                                                                                                                                             |          | *56* |
|                     |          |                                                                                            | *(B)     Maximum Leverage Ratio*                                                                                                                                        |          | *56* |
|                     |          |                                                                                            | *(C)     Minimum Fixed Charge Coverage Ratio*                                                                                                                           |          | *56* |
|                     |          |                                                                                            | *(D)     Minimum Debt Service Coverage Ratio*                                                                                                                           |          | *56* |
| ***ARTICLE VIII.*** |          | ***   DEFAULTS***                                                           |                                                                                                                                                                                                  | ***57*** |
|                     | *8.1.*   |                                                                                            | *Defaults*                                                                                                                                                                                       |          | *57* |
|                     |          |                                                                                            | *(A)     Failure to Make Payments When Due*                                                                                                                             |          | *57* |
|                     |          |                                                                                            | *(B)     Breach of Certain Covenants*                                                                                                                                   |          | *57* |
|                     |          |                                                                                            | *(C)     Breach of Representation or Warranty*                                                                                                                          |          | *57* |
|                     |          |                                                                                            | *(D)     Other Defaults*                                                                                                                                                |          | *57* |
|                     |          |                                                                                            | *(E)     Default as to Other Indebtedness*                                                                                                                              |          | *57* |
|                     |          |                                                                                            | *(F)     Involuntary Bankruptcy; Appointment of Receiver, Etc.*                                                                                                         |          | *58* |
|                     |          |                                                                                            | *(G)     Voluntary Bankruptcy; Appointment of Receiver, Etc.*                                                                                                           |          | *58* |
|                     |          |                                                                                            | *(H)     Judgments and Attachments*                                                                                                                                     |          | *58* |
|                     |          |                                                                                            | *(I)     Dissolution*                                                                                                                                                   |          | *58* |
|                     |          |                                                                                            | *(J)     Loan Documents; Failure of Security*                                                                                                                           |          | *59* |
|                     |          |                                                                                            | *(K)     Termination Event*                                                                                                                                             |          | *59* |
|                     |          |                                                                                            | *(L)     Waiver of Minimum Funding Standard*                                                                                                                            |          | *59* |
|                     |          |                                                                                            | *(M)     Change of Control*                                                                                                                                             |          | *59* |
|                     |          |                                                                                            | *(N)     Environmental Matters*                                                                                                                                         |          | *59* |
|                     |          |                                                                                            | *(O)     Guarantor Revocation*                                                                                                                                          |          | *59* |
|                     |          |                                                                                            | *(P)     Default Under Subordinated Debt*                                                                                                                               |          | *59* |
|                     |          |                                                                                            | *(Q)     Default under Contractual Obligations*                                                                                                                         |          | *60* |
|                     |          |                                                                                            | *(R)     Breach of Financial Covenants*                                                                                                                                 |          | *60* |
| ***ARTICLE IX.***   |          | ***   ACCELERATION, DEFAULTING LENDERS; WAIVERS, AMENDMENTS AND REMEDIES*** |                                                                                                                                                                                                  | ***61*** |
|                     | *9.1.*   |                                                                                            | *Termination of Commitments; Acceleration*                                                                                                                                                       |          | *61* |
|                     | *9.2.*   |                                                                                            | *Defaulting Lender*                                                                                                                                                                              |          | *61* |
|                     | *9.3.*   |                                                                                            | *Amendments*                                                                                                                                                                                     |          | *62* |
|                     | *9.4.*   |                                                                                            | *Preservation of Rights*                                                                                                                                                                         |          | *63* |
| ***ARTICLE X.***    |          | ***   GENERAL PROVISIONS***                                                 |                                                                                                                                                                                                  | ***63*** |
|                     | *10.1.*  |                                                                                            | *Survival of Representations*                                                                                                                                                                    |          | *63* |
|                     | *10.2.*  |                                                                                            | *Governmental Regulation*                                                                                                                                                                        |          | *63* |
|                     | *10.3.*  |                                                                                            | *Performance of Obligations*                                                                                                                                                                     |          | *64* |
|                     | *10.4.*  |                                                                                            | *Headings*                                                                                                                                                                                       |          | *64* |
|                     | *10.5.*  |                                                                                            | *Entire Agreement*                                                                                                                                                                               |          | *64* |
|                     | *10.6.*  |                                                                                            | *Several Obligations; Benefits of this Agreement*                                                                                                                                                |          | *64* |
|                     | *10.7.*  |                                                                                            | *Expenses; Indemnification*                                                                                                                                                                      |          | *65* |
|                     |          |                                                                                            | *(A)     Expenses*                                                                                                                                                      |          | *65* |
|                     |          |                                                                                            | *(B)     Indemnity*                                                                                                                                                     |          | *65* |
|                     |          |                                                                                            | *(C)     Waiver of Certain Claims; Settlement of Claims*                                                                                                                |          | *66* |
|                     |          |                                                                                            | *(D)     Survival of Agreements*                                                                                                                                        |          | *66* |
|                     | *10.8.*  |                                                                                            | *Numbers of Documents*                                                                                                                                                                           |          | *66* |
|                     | *10.9.*  |                                                                                            | *Accounting*                                                                                                                                                                                     |          | *66* |
|                     | *10.10.* |                                                                                            | *Severability of Provisions*                                                                                                                                                                     |          | *66* |
|                     | *10.11.* |                                                                                            | *Nonliability of Lenders*                                                                                                                                                                        |          | *67* |
|                     | *10.12.* |                                                                                            | *GOVERNING LAW*                                                                                                                                                                                  |          | *67* |
|                     | *10.13.* |                                                                                            | *CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL*                                                                                                                                        |          | *67* |
|                     |          |                                                                                            | *(A)     JURISDICTION*                                                                                                                                                  |          | *67* |
|                     |          |                                                                                            | *(B)     OTHER JURISDICTIONS*                                                                                                                                           |          | *67* |
|                     |          |                                                                                            | *(C)     VENUE*                                                                                                                                                         |          | *68* |
|                     | *10.14*  |                                                                                            | *WAIVER OF JURY TRIAL*                                                                                                                                                                           |          | *68* |
|                     | *10.15.* |                                                                                            | *WAIVER OF BOND*                                                                                                                                                                                 |          | *68* |
|                     | *10.16.* |                                                                                            | *ADVICE OF COUNSEL*                                                                                                                                                                              |          | *68* |
|                     | *10.17.* |                                                                                            | *No Strict Construction*                                                                                                                                                                         |          | *68* |
| ***ARTICLE XI.***   |          | ***   THE ADMINISTRATIVE AGENT***                                           |                                                                                                                                                                                                  | ***69*** |
|                     | *11.1.*  |                                                                                            | *Appointment and Authorization*                                                                                                                                                                  |          | *69* |
|                     | *11.2.*  |                                                                                            | *Issuing Bank*                                                                                                                                                                                   |          | *69* |
|                     | *11.3.*  |                                                                                            | *Delegation of Duties*                                                                                                                                                                           |          | *69* |
|                     | *11.4.*  |                                                                                            | *Exculpation of Administrative Agent*                                                                                                                                                            |          | *69* |
|                     | *11.5.*  |                                                                                            | *Reliance by Administrative Agent*                                                                                                                                                               |          | *70* |
|                     | *11.6.*  |                                                                                            | *Notice of Default*                                                                                                                                                                              |          | *70* |
|                     | *11.7.*  |                                                                                            | *Credit Decision*                                                                                                                                                                                |          | *71* |
|                     | *11.8.*  |                                                                                            | *Indemnification*                                                                                                                                                                                |          | *71* |
|                     | *11.9.*  |                                                                                            | *Administrative Agent in Individual Capacity*                                                                                                                                                    |          | *71* |
|                     | *11.10.* |                                                                                            | *Successor Administrative Agent*                                                                                                                                                                 |          | *72* |
|                     | *11.11.* |                                                                                            | *Collateral Matters*                                                                                                                                                                             |          | *72* |
|                     | *11.12.* |                                                                                            | *Administrative Agent May File Proofs of Claim*                                                                                                                                                  |          | *72* |
|                     | *11.13.* |                                                                                            | *Other Agents; Arrangers and Managers*                                                                                                                                                           |          | *73* |
| ***ARTICLE XII.***  |          | ***   SETOFF; RATABLE PAYMENTS***                                           |                                                                                                                                                                                                  | ***73*** |
|                     | *12.1.*  |                                                                                            | *Setoff*                                                                                                                                                                                         |          | *73* |
|                     | *12.2.*  |                                                                                            | *Ratable Payments*                                                                                                                                                                               |          | *73* |
|                     | *12.3.*  |                                                                                            | *Application of Payments*                                                                                                                                                                        |          | *74* |
|                     | *12.4.*  |                                                                                            | *Relations Among Lenders*                                                                                                                                                                        |          | *75* |
| ***ARTICLE XIII.*** |          | ***   BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS***                  |                                                                                                                                                                                                  | ***75*** |
|                     | *13.1.*  |                                                                                            | *Successors and Assigns*                                                                                                                                                                         |          | *75* |
|                     | *13.2.*  |                                                                                            | *Participations*                                                                                                                                                                                 |          | *75* |
|                     |          |                                                                                            | *(A)     Permitted Participants; Effect*                                                                                                                                |          | *75* |
|                     |          |                                                                                            | *(B)     Voting Rights*                                                                                                                                                 |          | *76* |
|                     |          |                                                                                            | *(C)     Benefit of Setoff*                                                                                                                                             |          | *76* |
|                     | *13.3.*  |                                                                                            | *Assignments*                                                                                                                                                                                    |          | *76* |
|                     |          |                                                                                            | *(A)     Permitted Assignments*                                                                                                                                         |          | *76* |
|                     |          |                                                                                            | *(B)     Effect; Effective Date*                                                                                                                                        |          | *77* |
|                     |          |                                                                                            | *(C)     The Register*                                                                                                                                                  |          | *77* |
|                     | *13.4.*  |                                                                                            | *Confidentiality*                                                                                                                                                                                |          | *77* |
|                     | *13.5.*  |                                                                                            | *Dissemination of Information*                                                                                                                                                                   |          | *78* |
| ***ARTICLE XIV.***  |          | ***   NOTICES***                                                            |                                                                                                                                                                                                  | ***78*** |
|                     | *14.1.*  |                                                                                            | *Giving Notice*                                                                                                                                                                                  |          | *78* |
|                     | *14.2.*  |                                                                                            | *Change of Address*                                                                                                                                                                              |          | *78* |
| ***ARTICLE XV.***   |          | ***   COUNTERPARTS***                                                       |                                                                                                                                                                                                  | ***78*** |

**EXHIBITS AND SCHEDULES**

**Exhibits**
| EXHIBIT A      | -- | Commitments (Definitions)                                            |
|----------------|----|----------------------------------------------------------------------|
| EXHIBIT B-1    | -- | Form of Revolving Note (Definitions)                                 |
| EXHIBIT B-2    | -- | Form of Security Agreement                                           |
| EXHIBIT B-3    | -- | Trademark Security Agreement                                         |
| EXHIBIT B-4    | -- | GPE Limited Guaranty Agreement                                       |
| EXHIBIT C      | -- | Form of Borrowing Notice (Section 2.8)                               |
| EXHIBIT D      | -- | Form of Request for Letter of Credit (Section 3.4)                   |
| EXHIBIT E      | -- | Form of Assignment and Acceptance Agreement (Sections 2.20 and 13.3) |
| EXHIBIT F-1    | -- | Form of Borrower’s Counsel’s Opinion (Section 5.1)       |
| EXHIBIT F-2    | -- | Form of Guarantor’s Counsel’s Opinion (Section 5.1)      |
| EXHIBIT G      | -- | List of Closing Documents (Section 5.1)                              |
| EXHIBIT H      | -- | Form of Officer’s Certificate (Sections 5.2 and 7.1(A)(iii))   |
| EXHIBIT I      | -- | Form of Compliance Certificate (Sections 5.2 and 7.1(A)(iii))        |
| EXHIBIT J      | -- | Form of Subordination Agreement                                      |
| EXHIBIT K      | -- | Master Letter of Credit Agreement                                    |
|                |    |                                                                      |
| Schedules      |    |                                                                      |
| Schedule 1.1.1 | -- | Permitted Existing Indebtedness (Definitions)                        |
| Schedule 1.1.2 | -- | Permitted Existing Investments (Definitions)                         |
| Schedule 1.1.4 | -- | Segregated Accounts (Definitions)                                    |
| Schedule 6.3   | -- | Conflicts; Governmental Consents (Section 6.3)                       |
| Schedule 6.6   | -- | Taxes (Section 6.6(A))                                               |
| Schedule 6.7   | -- | Litigation; Loss Contingencies (Section 6.7)                         |
| Schedule 6.9   | -- | ERISA (Section 6.9)                                                  |
| Schedule 6.12  | -- | Energy Purchase Contracts (Section 6.12)                             |
| Schedule 6.18  | -- | Environmental Matters (Section 6.18)                                 |

**Amended and RestatedCredit Agreement**

          This Amended and Restated Credit Agreement dated as of July 2, 2004 is entered into among Strategic Energy, L.L.C., a Delaware limited liabilitycompany, the institutions from time to time parties hereto as Lenders, whether by execution of this Agreement or an Assignment Agreement pursuant to Section 13.3, PNC Bank, National Association, in its capacity as Syndication Agent, and LaSalle BankNational Association, a national banking association, in its capacity as contractual representative for itself and the other Lenders.  The parties hereto agree as follows:

**ARTICLE I.     DEFINITIONS**

          1.1.     Certain Defined Terms.  Capitalized terms used in this Agreement and nototherwise defined herein shall have the following meanings, applicable both to the singular and the plural forms of the terms defined.

          As used in this Agreement:

          “Acquisition” means any transaction, or any series of related transactions, consummated on or after thedate of this Agreement, by which the Borrower (i) acquires any going business or all or substantially all of the assets of any firm, corporation or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectlyacquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having suchpower only by reason of the happening of a contingency) or a majority (by percentage of voting power) of the outstanding equity interests of another Person.

          “Administrative Agent” means LaSalle Bank in its capacity as contractual representative for itself and the Lenders pursuant toArticle XI hereof and any successor Administrative Agent appointed pursuant to Article XI hereof.

          “Advance” means a borrowing hereunder consisting of the aggregate amount of the several Loans made by the Lenders to the Borrower ofthe same Type and, in the case of Eurodollar Rate Advances, for the same Interest Period.

          “Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by or under common control with suchPerson.  A Person shall be deemed to control another Person if the controlling Person is the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of greater than ten percent (10%) or more of any class of votingsecurities (or other voting interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of Capital Stock, by contract orotherwise.

          “Agents” means the Administrative Agent and the Syndication Agent.

          “Aggregate Revolving Loan Commitment” means the aggregate of the Revolving Loan Commitments of all the Lenders, as reduced from timeto time pursuant to the terms hereof.  The initial Aggregate Revolving Loan Commitment is One Hundred Twenty-Five Million and 00/100 Dollars ($125,000,000.00).

          “Agreement” means this Credit Agreement, as it may be amended, restated, supplemented or otherwise modified and in effect from time totime.

          “Agreement Accounting Principles” means generally accepted accounting principles as in effect from time to time at all applicablereporting times, applied in a manner consistent with that used in preparing the financial statements referred to in Section 6.4 hereof.

          “Alternate Base Rate” means, for any day, a fluctuating rate of interest per annum equal to the higher of (i) the Prime Rate forsuch day and (ii) the sum of (a) the Federal Funds Effective Rate for such day and (b) one-half of one percent (0.5%) per annum.

          “Applicable Commitment Fee Percentage” means, as at any date of determination, the rate per annum then applicable in the determinationof the amount payable under Section 2.13(C)(i) hereof determined in accordance with the provisions of Section 2.13(D)(ii) hereof.

          “Applicable Eurodollar Margin” means, as at any date of determination, with respect to all Loans, the rate per annum then applicableto Eurodollar Rate Loans determined in accordance with the provisions of Section 2.13(D)(ii) hereof.

          “Applicable Floating Rate Margin” means, as at any date of determination, with respect to all Loans, the rate per annum thenapplicable to Floating Rate Loans, determined in accordance with the provisions of Section 2.13(D)(ii) hereof.

          “Applicable L/C Fee Percentage” means, as at any date of determination, a rate per annum equal to the rate per annum then applicableto Letters of Credit determined in accordance with the provisions of Section 2.13(D)(ii) hereof.

          “Arrangers” means LaSalle Bank and PNC Capital Markets, in their capacity as the arrangers for the loan transactions evidenced by thisAgreement.

          “Assignment Agreement” means an assignment and acceptance agreement entered into in connection with an assignment pursuant toSection 13.3 hereof in substantially the form of Exhibit E.

          “Authorized Officer” means any of the President and Chief Executive Officer, Chief Operating Officer, Chief Financial Officer or VicePresident, Finance of the Borrower, acting singly.

          “Benefit Plan” means a defined benefit plan as defined in Section 3(35) of ERISA (other than a Multiemployer Plan) in respect ofwhich the Borrower or any other member of the Controlled Group is, or within the immediately preceding six (6) years was, an “employer” as defined in Section 3(5) of ERISA.

          “Borrower” means Strategic Energy, L.L.C., a Delaware limited liability company, together with its successors and assigns, including adebtor-in-possession on behalf of the Borrower.

          “Borrowing Date” means a date on which an Advance is made hereunder.

          “Borrowing Notice” is defined in Section 2.6 hereof.

          “Business Activity Report” means (A) a Notice of Business Activities Report from the State of Minnesota, Department of Revenue or(B) any similar report required by any other State relating to the ability of the Borrower to enforce its accounts receivable claims against account debtors located in any such state.

          “Business Day” means (i) with respect to any borrowing, payment or rate selection of Loans bearing interest at the EurodollarRate, a day (other than a Saturday or Sunday) on which banks are open for business in Chicago, Illinois and on which dealings in Dollars are carried on in the London interbank market and (ii) for all other purposes a day (other than a Saturday or Sunday) onwhich banks are open for business in Chicago, Illinois.

          “Capital Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities andincluding Capitalized Leases and Permitted Purchase Money Indebtedness) by the Borrower and its Subsidiaries during that period that, in conformity with Agreement Accounting Principles, are required to be included in or reflected by the property, plant, equipment orsimilar fixed asset accounts reflected in the consolidated balance sheet of the Borrower and its Subsidiaries.

          “Capital Stock” means (i) in the case of a corporation, corporate stock, (ii) in the case of an association or businessentity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership, partnership interests (whether general or limited) and (iv) any other interest or participationthat confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

          “Capitalized Lease” of a Person means any lease of property by such Person as lessee which would be capitalized on a balance sheet ofsuch Person prepared in accordance with Agreement Accounting Principles.

          “Capitalized Lease Obligations” of a Person means the amount of the obligations of such Person under Capitalized Leases which would becapitalized on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

          “Cash Equivalents” means (i) marketable direct obligations issued or unconditionally guaranteed by the United States governmentand backed by the full faith and credit of the United States government; (ii) domestic and Eurodollar certificates of deposit and time deposits, bankers’ acceptances and floating rate certificates of deposit issued by any commercial bank organized underthe laws of the United States, any state thereof, the District of Columbia, any foreign bank, or its branches or agencies, any such issuing bank having capital and retained earnings of at least $500,000,000 (fully protected against currency fluctuations for any suchdeposits with a term of more than ninety (90) days); (iii) shares of money market, mutual or similar funds having assets in excess of $100,000,000 and the investments of which are limited to investment grade securities (i.e., securities rated at least Baa3by Moody’s Investors Service, Inc. or at least BBB- by Standard & Poor’s Ratings Group); and (iv) commercial paper of United States and foreign banks and bank holding companies and their subsidiaries and United States and foreign finance,commercial industrial or utility companies which, at the time of acquisition, are rated A-1 (or better) by Standard & Poor’s Ratings Group, or P-1 (or better) by Moody’s Investors Service, Inc.; provided that the maturities of such CashEquivalents shall not exceed 365 days.

          “Change” is defined in Section 4.2 hereof.

          “Change of Control” means an event or series of events by which:

(i)          GPE ceases to own and control directly or indirectly, 51% or more of the Equity Interests of the Borrower; or

(ii)          the Borrower consolidates with or merges into another corporation or conveys, transfers or leases all or substantially all of its property to anyPerson, or any corporation consolidates with or merges into the Borrower, in either event pursuant to a transaction in which the outstanding Capital Stock of the Borrower is reclassified or changed into or exchanged for cash, securities or other property; provided,however, that so long as no Default or Unmatured Default has occurred and is continuing, a Change of Control shall not be deemed to have occurred if (A) after the consummation of any such events, GPE continues to own and control, directly or indirectly, 99% ormore of the Equity Interests of the resulting entity, and (B) the resulting entity delivers to the Administrative Agent such documents, instruments, and agreements as are necessary to evidence its agreement to be bound by this Agreement and the LoanDocuments.

          “Closing Date” means July 2, 2004.

          “Closing PUHCA Notice” is defined in Section 6.15 hereof.

          “Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.

          “Collateral” means all property and interests in property now owned or hereafter acquired by the Borrower or any of its Subsidiariesin or upon which a security interest, lien or mortgage is granted to the Administrative Agent, for the benefit of the Holders of Obligations, or to the Administrative Agent, for the benefit of the Lenders, whether under the Security Agreements, the Pledge Agreements,the Intellectual Property Agreements, under any of the other Collateral Documents or under any of the other Loan Documents; provided, however, that “Collateral” shall not include the Excluded Collateral.

          “Collateral Documents”  means all agreements, instruments and documents executed in connection with this Agreement, including,without limitation, the Security Agreements, the Pledge Agreements, the Intellectual Property Agreements, the Guarantees and all other security agreements, loan agreements, notes, guarantees, pledges, powers of attorney, consents, assignments, contracts, fee letters,mortgages, notices, leases, financing statements and all other written matter whether now or hereafter (including pursuant to Section 7.2(L) hereof) executed by or on behalf of the Borrower or any of its Subsidiaries and delivered to the AdministrativeAgent or any of the Lenders, together with all agreements and documents referred to therein or contemplated thereby.

          “Commission” means the Securities and Exchange Commission and any Person succeeding to the functions thereof.

          “Commitment” means, for each Lender, such Lender’s Revolving Loan Commitment.

          “Consolidated Assets” means the total assets of the Borrower and its Subsidiaries on a consolidated basis determined in accordancewith Agreement Accounting Principles.

          “Contaminant” means any waste, pollutant, hazardous substance, toxic substance, hazardous waste, special waste, petroleum orpetroleum-derived substance or waste, asbestos, polychlorinated biphenyls (“PCBs”), or any constituent of any such substance or waste, and includes but is not limited to these terms as defined in Environmental, Health or Safety Requirements ofLaw.

          “Contingent Obligation”, as applied to any Person, means any Contractual Obligation, contingent or otherwise, of that Person withrespect to any Indebtedness of another or other obligation or liability of another, including, without limitation, any such Indebtedness, obligation or liability of another directly or indirectly guaranteed, endorsed (otherwise than for collection or deposit in theordinary course of business), co-made or discounted or sold with recourse by that Person, or in respect of which that Person is otherwise directly or indirectly liable, including Contractual Obligations (contingent or otherwise) arising through any agreement topurchase, repurchase, or otherwise acquire such Indebtedness, obligation or liability or any security therefor, or to provide funds for the payment or discharge thereof (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), orto maintain solvency, assets, level of income, or other financial condition, or to make payment other than for value received.

          “Contractual Obligation”, as applied to any Person, means any provision of any equity or debt securities issued by that Person or anyindenture, mortgage, deed of trust, security agreement, pledge agreement, guaranty, contract, undertaking, agreement or instrument, in any case in writing, to which that Person is a party or by which it or any of its properties is bound, or to which it or any of itsproperties is subject.

          “Controlled Group” means the group consisting of (i) any corporation which is a member of the same controlled group ofcorporations (within the meaning of Section 414(b) of the Code) as the Borrower; (ii) a partnership or other trade or business (whether or not incorporated) which is under common control (within the meaning of Section 414(c) of the Code) with theBorrower; and (iii) a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as the Borrower, any corporation described in clause (i) above or any partnership or trade or business described inclause (ii) above.

          “Conversion/Continuation Notice” is defined in Section 2.8(D) hereof.

          “Cure Loan” is defined in Section 9.2(iii) hereof.

          “Customary Permitted Liens” means:

(i)          Liens (other than Environmental Liens and Liens in favor of the IRS or the PBGC) with respect to the payment of taxes, assessments or governmentalcharges in all cases which are not yet due or (if foreclosure, distraint, sale or other similar proceedings shall not have been commenced) which are being contested in good faith by appropriate proceedings properly instituted and diligently conducted and with respectto which adequate reserves or other appropriate provisions are being maintained in accordance with Agreement Accounting Principles;

(ii)         statutory Liens of landlords and Liens of suppliers, mechanics, carriers, materialmen, warehousemen or workmen and other similar Liens imposed by lawcreated in the ordinary course of business for amounts not yet due or which are being contested in good faith by appropriate proceedings properly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are beingmaintained in accordance with Agreement Accounting Principles;

(iii)        Liens (other than Environmental Liens and Liens in favor of the IRS or the PBGC) incurred or deposits made in the ordinary course of business in connection withworker’s compensation, unemployment insurance or other types of social security benefits or to secure the performance of bids, tenders, sales, contracts (other than for the repayment of Funded Indebtedness), appeal and performance bonds; provided that(A) all such Liens do not in the aggregate materially detract from the value of the Borrower’s or such Subsidiary’s assets or property taken as a whole or materially impair the use thereof in the operation of the businesses taken as a whole, and(B) all Liens securing bonds to stay judgments or in connection with appeals do not secure at any time an aggregate amount exceeding $1,000,000.00;

(iv)         Liens arising with respect to zoning restrictions, easements, licenses, reservations, covenants, rights-of-way, utility easements, building restrictionsand other similar charges or encumbrances on the use of real property which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of itsSubsidiaries;

(v)          Liens of attachment or judgment with respect to judgments, writs or warrants of attachment, or similar process against the Borrower or any of itsSubsidiaries which do not constitute a Default under Section 8.1(H) hereof; and

(vi)         any interest or title of the lessor in the property subject to any operating lease entered into by the Borrower or any of its Subsidiaries in the ordinarycourse of business.

          “Debt Service Coverage Ratio” is defined in Section 7.4(d) hereof.

          “Default” means an event described in Article VIII hereof.

          “Distributions” means (i) any dividend or other distribution, direct or indirect, on account of any Equity Interests of the Borrowernow or hereafter outstanding, except a dividend payable solely in the Borrower’s Capital Stock or in options, warrants or other rights to purchase such Capital Stock, and (ii) any redemption, retirement, purchase or other acquisition for value, direct orindirect, of any Equity Interests of the Borrower or any of its Subsidiaries now or hereafter outstanding; provided, however, that “Distributions” shall not include the conversion or exchange of Equity Interests of the Borrower pursuant to a conversion ofthe Borrower from a limited liability company to a corporation permitted under Section 7.2(A) hereof.

          “DOL” means the United States Department of Labor and any Person succeeding to the functions thereof.

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

          “EBITDA” means, for any period, on a consolidated basis for the Borrower and its Subsidiaries, the sum of the amounts for such period,without duplication, of (i) Net Income, plus (ii) Interest Expense, plus (iii) charges against income for foreign, federal, state and local taxes to the extent deducted in computing Net Income, plus (iv) depreciation expenseto the extent deducted in computing Net Income, plus (v) amortization expense, including, without limitation, amortization of goodwill and other intangible assets and Transaction Costs to the extent deducted in computing Net Income, plus(vi) other non-cash charges to the extent deducted in computing Net Income, less (vii) non-cash gains to the extent reflected in Net Income.

          “Energy Purchase Contracts” is defined in Section 6.12 hereof.

          “Environmental, Health or Safety Requirements of Law” means all Requirements of Law derived from or relating to federal, state andlocal laws or regulations relating to or addressing pollution or protection of the environment, or protection of worker health or safety, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.Section 9601 etseq., the Occupational Safety and Health Act of 1970, 29 U.S.C. § 651 etseq., and the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901 etseq., in each case including anyamendments thereto, any successor statutes, and any regulations or guidance promulgated thereunder, and any state or local equivalent thereof.

          “Environmental Lien” means a lien in favor of any Governmental Authority for (a) any liability under Environmental, Health orSafety Requirements of Law, or (b) damages arising from, or costs incurred by such Governmental Authority in response to, a Release or threatened Release of a Contaminant into the environment.

          “Environmental Property Transfer Act” means any applicable requirement of law that conditions, restricts, prohibits or requires anynotification or disclosure triggered by the closure of any property or the transfer, sale or lease of any property or deed or title for any property for environmental reasons, including, but not limited to, any so-called “Industrial Site Recovery Act” or“Responsible Property Transfer Act.”

          “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debtsecurity that is convertible into, or exchangeable for, Capital Stock).

          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time including (unless the contextotherwise requires) any rules or regulations promulgated thereunder.

          “Eurodollar Base Rate” means a rate of interest equal to (a) the per annum rate of interest at which United States dollardeposits in an amount comparable to the amount of the relevant Eurodollar Rate Loan and for a period equal to the relevant Interest Period are offered in the London Interbank Eurodollar market at 11:00 A.M. (London time) two (2) Business Days prior to thecommencement of such Interest Period (or three (3) Business Days prior to the commencement of such Interest Period if banks in London, England were not open and dealing in offshore United States dollars on such second preceding Business Day), as displayed in theBloomberg Financial Markets system (or other authoritative source selected by the Administrative Agent in its sole discretion) or, if the Bloomberg Financial Markets system or another authoritative source is not available, as the Eurodollar Base Rate is otherwisereasonably determined by the Administrative Agent in its sole and absolute discretion, divided by (b) a number determined by subtracting from 1.00 the then stated maximum reserve percentage for determining reserves to be maintained by member banks of the FederalReserve System for Eurocurrency funding or liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D), such rate to remain fixed for such Interest Period.  The Administrative Agent’s reasonabledetermination of the Eurodollar Base Rate shall be conclusive, absent manifest error.

          “Eurodollar Rate” means, with respect to a Eurodollar Rate Loan for the relevant Interest Period, the Eurodollar Base Rate applicableto such Interest Period plus the then Applicable Eurodollar Margin. 

          “Eurodollar Rate Advance” means an Advance which bears interest at the Eurodollar Rate.

          “Eurodollar Rate Loan” means a Loan, or portion thereof, which bears interest at the Eurodollar Rate.

          “Excluded Collateral” means (1) Provider Collateral under the Restricting Energy Purchase Contracts; provided, however, that uponthe release of any proceeds of such Provider Collateral to the Borrower pursuant to the terms of any Disbursement Agreement entered into in conjunction with the Restricting Energy Purchase Contracts, such released amounts will cease to be “ExcludedCollateral”; (2) all cash and letter-of-credit rights held by Borrower as “Performance Assurance”, “Posted Credit Support” or “Adequate Assurance of Performance” as those terms are defined in the Energy PurchaseContracts, so long as such amounts are held by LaSalle Bank pursuant to that certain Custody Agreement dated as of March 26, 2003 between the Borrower and LaSalle Bank; and (3) any Collateral in which Borrower has granted a security interest, or in thefuture will be granting a security interest, pursuant to a close out and setoff netting agreement (such as the EEI Master Netting, Setoff, Security and Collateral Agreement or the ISDA Energy Agreement Bridge) entered into with a third party with whom it has enteredinto an Energy Purchase Contract, but only to the extent that such Collateral consists of present or future payment obligations of such third party to Borrower arising under the Energy Purchase Contract entered into between Borrower and said third party.

          “Federal Funds Effective Rate” means, for any day, an interest rate per annum equal to the weighted average of the rates on overnightFederal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York,or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago time) on such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognizedstanding selected by the Administrative Agent in its sole discretion.

          “Financial Covenant Breach” is defined in Section 8.1(R) hereof.

          “Financing” means, with respect to any Person, the issuance or sale by such Person of any Equity Interests of such Person or anyIndebtedness consisting of debt securities of such Person.

          “Fixed Charge Coverage Ratio” is defined in Section 7.4(c) hereof.

          “Floating Rate” means, for any day for any Loan, a rate per annum equal to the Alternate Base Rate for such day, changing when and asthe Alternate Base Rate changes, plus the then Applicable Floating Rate Margin.

          “Floating Rate Advance” means an Advance which bears interest at the Floating Rate.

          “Floating Rate Loan” means a Loan, or portion thereof, which bears interest at the Floating Rate.

          “FPA” means the Federal Power Act, as amended, and all rules and regulations promulgated thereunder.

          “Funded Indebtedness” means Indebtedness other than Contingent Obligations.

          “Governmental Acts” is defined in Section 3.10(A) hereof.

          “Governmental Authority” means any nation or government, any federal, state, local or other political subdivision thereof and anyentity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

          “GPE” means Great Plains Energy Incorporated, a Missouri corporation.

          “GPE Cash Infusion” means the purchase by GPE or its Subsidiaries for cash of additional Equity Interests of Borrower or cash capitalcontributions made by GPE or its Subsidiaries in respect of their direct or indirect Equity Interests in Borrower.

          “GPE Cross Default” shall have the meaning set forth on the GPE Guaranty.

          “GPE Guarantee Increase” means any increase in the amount of the GPE Guaranty made in connection with the cure of a Financial CovenantBreach pursuant to Section 8.1(R) of this Agreement.

           “GPE Guaranty” means that certain Limited Guaranty dated as of the Closing Date in substantially the form ofExhibit B-4 attached hereto, duly executed by GPE in favor of the Administrative Agent for the benefit of the Holders of Obligations, as amended, restated or otherwise modified from time to time.

          “Gross Negligence” means recklessness, or actions taken or omitted with conscious indifference to or the complete disregard ofconsequences.  Gross Negligence does not mean the absence of ordinary care or diligence, or an inadvertent act or inadvertent failure to act.  If the term “gross negligence” is used with respect to the Agents, the Arrangers or any Lender or anyindemnitee in any of the other Loan Documents, it shall have the meaning set forth herein.

          “Guarantors” means (i) GPE and (ii) any other new Subsidiaries which have satisfied the provisions ofSection 7.2(L) hereof, in each case, together with their respective successors and assigns.

          “Guaranty” means the GPE Guaranty and any guaranty hereafter (pursuant to Section 7.2(L) hereof) executed by a Subsidiaryof Borrower in favor of the Administrative Agent for the ratable benefit of the Holders of Obligations, in each case, as amended, restated or otherwise modified from time to time.

          “Hedging Obligations” of a Person means any and all obligations of such Person, whether absolute or contingent and howsoever andwhensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (i) any and all agreements, devices or arrangements designed to protect at least one of the parties thereto fromthe fluctuations of interest rates, commodity prices, exchange rates or forward rates applicable to such party’s assets, liabilities or exchange transactions, including, but not limited to, dollar-denominated or cross-currency interest rate exchange agreements,forward currency exchange agreements, interest rate cap or collar protection agreements, forward rate currency or interest rate options, puts and warrants, and (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any of theforegoing; provided, however, that “Hedging Obligations” shall not include physical and financial agreements to purchase energy entered into by the Borrower in the ordinary course of its business.

          “Holders of Obligations” means the holders of the Obligations from time to time, including, without limitation, (i) each Lenderin respect of its Loans, (ii) each Issuing Bank in respect of Reimbursement Obligations, (iii) the Agents, the Lenders and the Issuing Banks in respect of all other present and future obligations and liabilities of the Borrower of every type and descriptionarising under or in connection with this Agreement or any other Loan Document, (iv) each Indemnitee in respect of the obligations and liabilities of the Borrower to such Person hereunder, and (v) their respective successors, transferees andassigns.

          “Indebtedness” of any Person means, without duplication, such Person’s (a) obligations for borrowed money,(b) obligations representing the deferred purchase price of property or services (other than accounts payable arising in the ordinary course of such Person’s business payable on terms customary in the trade), (c) obligations, whether or not assumed,secured by Liens or payable out of the proceeds or production from property or assets now or hereafter owned or acquired by such Person, (d) obligations which are evidenced by notes, acceptances or other instruments, (e) Capitalized Lease Obligations,(f) Contingent Obligations, (g) obligations with respect to letters of credit issued under this Agreement or otherwise on the Borrower’s behalf and (h) Hedging Obligations. The amount of Indebtedness of any Person at any date shall be withoutduplication (i) the outstanding balance at such date of all unconditional obligations as described above and the maximum liability of any such Contingent Obligations at such date and (ii) in the case of Indebtedness of others secured by a Lien to which theproperty or assets owned or held by such Person is subject, the lesser of the fair market value at such date of any asset subject to a Lien securing the Indebtedness of others and the amount of the Indebtedness secured.  Anything to the contrary contained inthis Agreement notwithstanding, Borrower’s Energy Purchase Contracts, Distributions by the Borrower to the holders of its Equity Interests, and the obligation to make tax distributions under the terms of the Borrower’s limited liability company operatingagreement shall not be deemed to be Indebtedness.

          “Indemnified Matters”  is defined in Section 10.7(B) hereof.

          “Indemnitees” is defined in Section 10.7(B) hereof.

          “Intellectual Property Agreement” means any patent security agreement, trademark security agreement or copyright security agreementwhether now or hereafter (including pursuant to Section 7.2(L) hereof) executed by the Borrower and its Subsidiaries in favor of the Administrative Agent for the benefit of the Holders of Obligations, in each case, as amended, restated or otherwisemodified from time to time, including, without limitation, that certain Trademark Security Agreement dated as of the Closing Date in substantially the form of Exhibit B-3 attached hereto, duly executed by the Borrower in favor of the Administrative Agentfor the benefit of the Holders of Obligations as amended, restated or otherwise modified from time to time.

          “Interest Expense” means, for any period, the total interest expense of the Borrower and its consolidated Subsidiaries, whether paidor accrued (including the interest component of Capitalized Leases, commitment and letter of credit fees) as reflected on the income statement of the Borrower and its consolidated Subsidiaries, all as determined in conformity with Agreement AccountingPrinciples.

          “Interest Period” means, with respect to a Eurodollar Rate Loan, a period of one (1), two (2), three (3) or six (6) months commencingon a Business Day selected by the Borrower pursuant to this Agreement.  Such Interest Period shall end on (but exclude) the day which corresponds numerically to such date one, two, three or six months thereafter; provided, however, that if there isno such numerically corresponding day in such next, second, third or sixth succeeding month, such Interest Period shall end on the last Business Day of such next, second, third or sixth succeeding month, as the case may be.  If an Interest Period would otherwiseend on a day which is not a Business Day, such Interest Period shall end on the immediately preceding Business Day.

          “Investment” means, with respect to any Person, (i) any purchase or other acquisition by that Person of any Indebtedness, EquityInterests or other securities, or of a beneficial interest in any Indebtedness, Equity Interests or other securities, issued by any other Person, (ii) any purchase by that Person of all or substantially all of the assets of a business conducted by anotherPerson, and (iii) any loan, advance (other than deposits with financial institutions available for withdrawal on demand, prepaid expenses, accounts receivable, advances to employees and similar items made or incurred in the ordinary course of business) orcapital contribution by that Person to any other Person, including all Indebtedness to such Person arising from a sale of property by such Person other than in the ordinary course of its business.

          “IRS” means the Internal Revenue Service and any Person succeeding to the functions thereof.

          “Issuing Banks” means (i) LaSalle Bank and (ii) any Lender which, at the Borrower’s request, agrees, in each suchLender’s sole discretion, to become an Issuing Bank for the purpose of issuing Letters of Credit, and their respective successors and assigns, in each case in such Lender’s separate capacity as an issuer of Letters of Credit pursuant toSection 3.1.  The Borrower shall provide the Administrative Agent with prior written notice of the designation of any Lender as an Issuing Bank after the date hereof.

          “LaSalle Bank” means LaSalle Bank National Association, a national banking association, together with its successors andassigns.

          “L/C Draft” means a draft drawn on an Issuing Bank pursuant to a Letter of Credit.

          “L/C Interest” shall have the meaning ascribed to such term in Section 3.6 hereof.

          “L/C Obligations” means, without duplication, an amount equal to the sum of (i) the aggregate of the amount then available fordrawing under each of the Letters of Credit, (ii) the face amount of all outstanding L/C Drafts corresponding to the Letters of Credit, which L/C Drafts have been accepted by the applicable Issuing Bank, (iii) the aggregate outstanding amount of allReimbursement Obligations at such time and (iv) the aggregate face amount of all Letters of Credit requested by the Borrower but not yet issued (unless the request for an unissued Letter of Credit has been denied).

          “Lenders” means the lending institutions listed on the signature pages of this Agreement and their respective successors andassigns.

          “Lending Installation” means, with respect to a Lender or the Administrative Agent, any office, branch, subsidiary or affiliate ofsuch Lender or the Administrative Agent.

          “Letter of Credit” means the letters of credit to be issued by the Issuing Banks pursuant to Section 3.1hereof.

          “Leverage Ratio” is defined in Section 7.4(B) hereof.

          “Lien” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance orpreference, priority or security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement).

          “Loan(s)” means, with respect to a Lender, such Lender’s portion of any Advance made pursuant to Section 2.1 hereof,and collectively all Revolving Loans, whether made or continued as or converted to Floating Rate Loans or Eurodollar Rate Loans.

          “Loan Account” is defined in Section 2.13(F) hereof.

          “Loan Documents” means this Agreement, the Notes, the Master Letter of Credit Agreement, any Guaranty and all other documents,instruments and agreements executed in connection therewith or contemplated thereby, as the same may be amended, restated or otherwise modified and in effect from time to time.

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

          “Master Letter of Credit Agreement” means, at any time, with respect to the issuance of Letters of Credit, the form of LaSalleBank’s Master Letter of Credit Agreement attached hereto as Exhibit K, as the same may be amended from time to time.  In the event of a conflict in terms between this Agreement and the Master Letter of Credit Agreement, the Master Letter ofCredit Agreement shall govern.

          “Material Adverse Effect” means a material adverse effect upon (a) the business, condition (financial or otherwise), operations,performance, properties or prospects of the Borrower, (b) the ability of the Borrower or any of its Subsidiaries to perform their respective obligations under the Loan Documents in any material respect, or (c) the ability of the Lenders or theAdministrative Agent to enforce in any material respect the Obligations.

          “Material Subsidiary” means any Subsidiary of Borrower having assets or annual revenues in excess of $1,000,000.00.

          “Multiemployer Plan” means a “Multiemployer Plan” as defined in Section 4001(a)(3) of ERISA which is, or within theimmediately preceding six (6) years was, contributed to by either the Borrower or any member of the Controlled Group.

          “Net Income” means, for any period, the net earnings (or loss) after taxes of the Borrower and its Subsidiaries on a consolidatedbasis for such period taken as a single accounting period determined in conformity with Agreement Accounting Principles.

          “Net Worth” means, at a particular date, all amounts which would be included under shareholders’ equity for any Person and itsconsolidated Subsidiaries determined in accordance with Agreement Accounting Principles.  In calculating the Net Worth of the Borrower and its Subsidiaries, any non-cash charges related to FASB 133 or FASB 149, as such statements are in effect as of the ClosingDate, shall be excluded from the calculation of Net Worth.

          “New Subsidiary” is defined in Section 7.3(G)(ii) hereof.

          “Non Pro Rata Loan” is defined in Section 9.2 hereof.

          “Non-Qualifying GPE Guarantee Increase” means a GPE Guarantee Increase made at a time when GPE’s long term debt is not rated atleast Baa3 by Moody’s Investors Service and at least BBB- by Standard & Poor’s Ratings Group.

          “Notes” means the Revolving Notes.

          “Notice of Assignment” is defined in Section 13.3(B) hereof.

          “Obligations” means all Loans, advances, debts, liabilities, obligations, covenants and duties  owing by the Borrower to theAgents, the Arrangers, any Lender, any Issuing Bank, any Affiliate of the Agents, the Arrangers or any Lender, or any Indemnitee, of any kind or nature, present or future, arising under this Agreement, the Notes or any other Loan Document, whether or not evidenced byany note, guaranty or other instrument, whether or not for the payment of money, whether arising by reason of an extension of credit, loan, guaranty, indemnification, or in any other manner, whether direct or indirect (including those acquired by assignment),absolute or contingent, due or to become due, now existing or hereafter arising and however acquired.  The term includes, without limitation, all interest, charges, expenses, fees, attorneys’ fees and disbursements, paralegals’ fees (in each casewhether or not allowed), and any other sum chargeable to the Borrower under this Agreement or any other Loan Document.

          “Other Taxes” is defined in Section 2.13(E)(ii) hereof.

          “Participants” is defined in Section 13.2(A) hereof.

          “Payment Date” means the last Business Day of each calendar quarter.

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

          “Permitted Acquisition” is defined in Section 7.3(G) hereof.

          “Permitted Existing Indebtedness” means the Indebtedness of the Borrower and its Subsidiaries identified as such onSchedule 1.1.1 to this Agreement.

          “Permitted Existing Investments” means the Investments of the Borrower and its Subsidiaries identified as such onSchedule 1.1.2 to this Agreement.

          “Permitted Existing Liens” means the Liens on assets of the Borrower and its Subsidiaries identified as such on thedisclosure statement delivered by the Borrower to the Administrative Agent at Closing and which are acceptable to the Administrative Agent.

          “Permitted Purchase Money Indebtedness” is defined in Section 7.3(A)(vi) hereof.

          “Permitted Refinancing Indebtedness” means any replacement, renewal, refinancing or extension of any Indebtedness permitted by thisAgreement that (i) does not exceed the aggregate principal amount (plus accrued interest and any applicable premium and associated fees and expenses) of the Indebtedness being replaced, renewed, refinanced or extended, (ii) does not have a Weighted AverageLife to Maturity at the time of such replacement, renewal, refinancing or extension that is less than the Weighted Average Life to Maturity of the Indebtedness being replaced, renewed, refinanced or extended, (iii) does not rank at the time of such replacement,renewal, refinancing or extension senior to the Indebtedness being replaced, renewed, refinanced or extended, and (iv) does not contain terms (including, without limitation, terms relating to security, amortization, interest rate, premiums, fees, covenants,event of default and remedies) materially less favorable to the Borrower or to the Lenders than those applicable to the Indebtedness being replaced, renewed, refinanced or extended.

          “Person” means any individual, corporation, firm, enterprise, partnership, trust, incorporated or unincorporated association, jointventure, joint stock company, limited liability company or other entity of any kind, or any government or political subdivision or any agency, department or instrumentality thereof.

          “Plan” means an employee benefit plan defined in Section 3(3) of ERISA in respect of which the Borrower or any member of theControlled Group is, or within the immediately preceding six (6) years was, an “employer” as defined in Section 3(5) of ERISA.

          “Pledge Agreement” means any pledge agreement hereafter (pursuant to Section 7.2(L) hereof) executed by the Borrower orany Subsidiary of the Borrower with respect to the Capital Stock of any other Subsidiary of the Borrower or such Subsidiary in favor of the Administrative Agent for the benefit of the Holders of Obligations, in each case, as amended, restated or otherwise modifiedfrom time to time.

          “Prime Rate” means, for any day, the rate of interest in effect for such day as publicly announced from time to time by LaSalle Bankas its prime rate (whether or not such rate is actually charged by LaSalle Bank), which is not intended to be LaSalle Bank’s lowest or most favorable rate of interest at any one time.  Any change in the Prime Rate announced by LaSalle Bank shall takeeffect at the opening of business on the day specified in the public announcement of such change; provided that LaSalle Bank shall not be obligated to give notice of any change in the Prime Rate.

          “Pro Rata Share” means:

(i)          with respect to all payments, computations and determinations relating to the Revolving Loan Commitment or the Revolving Loans of any Lender or suchLender’s interest in Letters of Credit (including, without limitation, determinations of the commitment fee under Section 2.13(C)(i)), the Revolving Loan Pro Rata Share; and

(ii)         for all other purposes, with respect to each Lender, the percentage obtained by dividing (A) the sum of such Lender’s Revolving Loan Commitmentat such time (in each case, as adjusted from time to time in accordance with the provisions of this Agreement) by (B) the Aggregate Revolving Loan Commitment at such time; provided, however, if all of the Commitments are terminated pursuant to theterms of this Agreement, then “Pro Rata Share” means the percentage obtained by dividing (x) the sum of such Lender’s Revolving Loans and L/C Obligations by (y) the aggregate amount of all Revolving Loans and L/C Obligations.

          “Provider Collateral” means those specified retail contracts, related items and proceeds thereof and any Segregated Accounts that aresubject to a Lien pursuant to the terms of the Energy Purchase Contracts.

          “PUHCA” means the Public Utility Holding Company Act of 1935, as amended.

          “Purchasers” is defined in Section 13.3(A) hereof.

          “Qualifying GPE Guarantee Increase” means a GPE Guarantee Increase made at a time when GPE’s long term debt is rated at leastBaa3 by Moody’s Investors Service and at least BBB- by Standard & Poor’s Ratings Group, provided, however, that if subsequently GPE’s long term debt is no longer rated at least Baa3 by Moody’s Investors Service and at least BBB- byStandard & Poors Rating Group, for purposes of determining covenant compliance in subsequent fiscal quarters such GPE Guarantee Increase will be deemed to have been originally made as a Non-Qualifying Guaranty Increase.

          “Rate Option” means the Eurodollar Rate or the Floating Rate.

          “Register” is defined in Section 13.3(C) hereof.

          “Regulation T” means Regulation T of the Board of Governors of the Federal Reserve System as from time to time in effect and anysuccessor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by and to brokers and dealers of securities for the purpose of purchasing or carrying margin stock (as defined therein).

          “Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and anysuccessor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by banks for the purpose of purchasing or carrying Margin Stock applicable to member banks of the Federal Reserve System.

          “Regulation X” means Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and anysuccessor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by foreign lenders for the purpose of purchasing or carrying margin stock (as defined therein).

          “Reimbursement Obligation” is defined in Section 3.7 hereof.

          “Release” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching ormigration into the indoor or outdoor environment, including the movement of Contaminants through or in the air, soil, surface water or groundwater.

         “Reportable Event” means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section, withrespect to a Plan, excluding, however, such events as to which the PBGC by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days after such event occurs, provided, however, that a failure to meet theminimum funding standards of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA orSection 412(d) of the Code.

          “Required Lenders” means Lenders whose Pro Rata Shares, in the aggregate, are greater than sixty-six and two-thirds percent (66-2/3%);provided, however, that, if any of the Lenders shall have failed to fund its Revolving Loan Pro Rata Share of any Revolving Loan requested by the Borrower, which such Lenders are obligated to fund under the terms of this Agreement and any such failurehas not been cured, then for so long as such failure continues, “Required Lenders” means Lenders (excluding all Lenders whose failure to fund their applicable Pro Rata Shares of such Revolving Loans has not been so cured) whose Pro Rata Shares representgreater than sixty-six and two-thirds percent (66-2/3%) of the aggregate Pro Rata Shares of such Lenders; providedfurther, however, that, if the Commitments have been terminated pursuant to the terms of this Agreement, “RequiredLenders” means Lenders (without regard to such Lenders’ performance of their respective obligations hereunder) whose aggregate ratable shares (stated as a percentage) of the aggregate outstanding principal balance of all Loans and L/C Obligations aregreater than sixty-six and two thirds percent (66-2/3%).

          “Requirements of Law” means, as to any Person, the charter and by-laws or other organizational or governing documents ofsuch Person, and any law, rule or regulation, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subjectincluding, without limitation, the Securities Act of 1933, the Securities Exchange Act of 1934, Regulations T, U and X, ERISA, the Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act, Americans with Disabilities Act of 1990, and anycertificate of occupancy, zoning ordinance, building, environmental or land use requirement or permit or environmental, labor, employment, occupational safety or health law, rule or regulation, including Environmental, Health or Safety Requirements of Law.

          “Restricted Payment” means (i) any redemption, purchase, retirement, defeasance, prepayment or other acquisition for value,direct or indirect, of any Indebtedness other than the Obligations prior to the stated maturity of such Indebtedness, (ii) any payment of a claim for the rescission of the purchase or sale of, or for material damages arising from the purchase or sale of, anyIndebtedness (other than the Obligations), or of a claim for reimbursement, indemnification or contribution arising out of or related to any such claim for damages or rescission and (iii) any payment of any management fee or similar consulting fee to anyAffiliate of the Borrower in excess of $2,500,000 in the aggregate in any fiscal year.

          “Restricting Energy Purchase Contracts” means (i) those Energy Purchase Contracts which prohibit the grant of a junior lien onthe related Provider Collateral to the Administrative Agent, and (ii) those Energy Purchase Contracts listed in Items 6 (Mirant), 8 (BP), 10 (Morgan Stanley) and 11 (CG&E) of Schedule 6.12 hereof; provided, however, that with respect to the EnergyPurchase Contracts listed in (ii) above, the Lenders shall be entitled to a security interest in the Provider Collateral relating thereto which is subordinate to that granted by Borrower to the other party to such Energy Purchase Contracts.

          “Revolving Credit Availability” means, at any particular time, the amount by which the Aggregate Revolving Loan Commitment at suchtime exceeds the Revolving Credit Obligations at such time.

          “Revolving Credit Obligations” means, at any particular time, the sum of (i) the outstanding principal amount of the RevolvingLoans at such time, plus (ii) the L/C Obligations at such time.

          “Revolving Loan” is defined in Section 2.1 hereof.

          “Revolving Loan Commitment” means, for each Lender, the obligation of such Lender to make Revolving Loans and to purchaseparticipations in Letters of Credit not exceeding the amount set forth on Exhibit A to this Agreement opposite its name thereon under the heading “Revolving Loan Commitment” or the signature page of the assignment and acceptance by which itbecame a Lender, as such amount may be modified from time to time pursuant to the terms of this Agreement or to give effect to any applicable assignment and acceptance.

          “Revolving Loan Pro Rata Share” means, at any particular time and with respect to any Lender, the percentage obtained by dividing(A) such Lender’s Revolving Loan Commitment (or the outstanding principal balance of such Lender’s Revolving Loans and all L/C Obligations in which such Lender has an interest, if the Revolving Loan Commitments have been terminated pursuant to theterms of this Agreement) by (B) the Aggregate Revolving Loan Commitment (or the aggregate outstanding principal balance of the Revolving Loans and all L/C Obligations, if the Revolving Loan Commitments have been terminated pursuant to the terms of thisAgreement).

          “Revolving Loan Termination Date” means June 29, 2007 (unless extended pursuant to Section 2.18 hereof).

          “Revolving Note” means a promissory note, in substantially the form of Exhibit B-1 hereto, duly executed by the Borrowerand payable to the order of a Lender in the amount of its Revolving Loan Commitment, including any amendment, restatement, modification, renewal or replacement of such Revolving Note.

          “Risk-Based Capital Guidelines” is defined in Section 4.2 hereof.

          “Security Agreement” means (i) that certain Security Agreement dated as of the Closing Date, in substantially the form ofExhibit B-2 attached hereto, duly executed by the Borrower in favor of the Administrative Agent for the benefit of the Holders of Obligations as amended, restated or otherwise modified from time to time and (ii) any other security agreement hereafter(pursuant to Section 7.2(L) hereof) executed by each of the Borrower’s Subsidiaries in favor of the Administrative Agent for the benefit of the Holders of Obligations, in each case, as amended, restated or otherwise modified from time totime.

          “Segregated Accounts” shall mean those deposit accounts listed on Schedule 1.1.4 hereto, which schedule may be revisedfrom time to time by the Borrower submitting a revised Schedule to the Administrative Agent and the Lenders, such accounts being created for the purpose of providing performance assurance to certain of the Borrower’s wholesale power supply counterparties andfunded by payments made by the Borrower’s retail customers receiving such supply.

          “Single Employer Plan” means a Plan maintained by the Borrower or any member of the Controlled Group for employees of the Borrower orany member of the Controlled Group.

          “Solvent” means, when used with respect to any Person, that at the time of determination:

(i)          the fair value of its assets (both at fair valuation and at present fair saleable value) is equal to or in excess of the total amount of itsliabilities, including, without limitation, contingent liabilities; and

(ii)         it is then able and expects to be able to pay its debts as they mature; and

(iii)        it has capital sufficient to carry on its business as conducted and as proposed to be conducted.

With respect to contingent liabilities (such as litigation, guarantees and pension plan liabilities), such liabilities shall be computed at the amount which, in light of all the facts and circumstances existing atthe time, represent the amount which can be reasonably be expected to become an actual or matured liability.

          “Subordinated Debtholder” means either GPE, KLT Inc., KLT Energy Services Inc., Innovative Energy Consultants Inc. or Custom EnergyHoldings, L.L.C.

          “Subordinated Debt”  means any intercompany Indebtedness owed by the Borrowers to the Subordinated Debtholder (whether or notevidenced by a promissory note) and subject to the terms of the Subordination Agreement.

          “Subordination Agreement” means that certain Subordination Agreement dated as of the Closing Date (as amended, restated, supplementedor otherwise modified from time to time) between the Subordinated Debtholder and the Borrower in favor of the Administrative Agent on behalf of the Lenders with respect to the Subordinated Debt, in substantially the form of Exhibit J attachedhereto.

          “Subsidiary” of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of whichshall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, association, joint venture or similar business organizationmore than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.  Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of theBorrower.

          “Syndication Agent” means PNC Bank, National Association in its capacity as syndication agent hereunder.

          “Taxes” is defined in Section 2.13(E)(i) hereof.

          “Termination Date” means the earlier of (a) the Revolving Loan Termination Date, and (b) the date of termination of the AggregateRevolving Loan Commitment pursuant to Section 2.4 hereof or the Commitments pursuant to Section 9.1 hereof.

          “Termination Event” means (i) a Reportable Event with respect to any Benefit Plan; (ii) the withdrawal of the Borrower or anymember of the Controlled Group from a Benefit Plan during a plan year in which the Borrower or such Controlled Group member was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or the cessation of operations which results in thetermination of employment of twenty percent (20%) of Benefit Plan participants who are employees of the Borrower or any member of the Controlled Group; (iii) the imposition of an obligation on the Borrower or any member of the Controlled Group underSection 4041 of ERISA to provide affected parties written notice of intent to terminate a Benefit Plan in a distress termination described in Section 4041(c) of ERISA; (iv) the institution by the PBGC of proceedings to terminate a Benefit Plan;(v) any event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Benefit Plan; or (vi) the partial or complete withdrawal of the Borrower or any member ofthe Controlled Group from a Multiemployer Plan.

          “Transaction Costs” means the fees, costs and expenses payable by the Borrower in connection with the execution, delivery andperformance of the Loan Documents.

          “Transferee” is defined in Section 13.5 hereof.

          “Type” means, with respect to any Loan, its nature as a Floating Rate Loan or a Eurodollar Rate Loan.

          “Unfunded Liabilities” means (i) in the case of Single Employer Plans, the amount (if any) by which the present value of all vestednonforfeitable benefits under all Single Employer Plans exceeds the fair market value of all such Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plans, and (ii) in the case of Multiemployer Plans, thewithdrawal liability that would be incurred by the Controlled Group if all members of the Controlled Group completely withdrew from all Multiemployer Plans.

          “Unmatured Default” means an event which, but for the lapse of time or the giving of notice, or both, would constitute aDefault.

          “Weighted Average Life to Maturity” means when applied to any Indebtedness at any date, the number of years obtained by dividing(i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number ofyears (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by (ii) the then outstanding principal amount of such Indebtedness.

          The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.  Any accounting terms used in thisAgreement which are not specifically defined herein shall have the meanings customarily given them in accordance with generally accepted accounting principles in existence as of the date hereof. 

          1.2.          References.  The existence throughout theAgreement of references to the Borrower’s Subsidiaries is for a matter of convenience only.  Any references to Subsidiaries of the Borrower set forth herein shall not in any way be construed as consent by the Administrative Agent or any Lender to theestablishment, maintenance or acquisition of any Subsidiary, except as may otherwise be permitted hereunder.

**ARTICLE II.          THE REVOLVING LOAN FACILITIES**

          2.1.          Revolving Loans.  Upon thesatisfaction of the conditions precedent set forth in Sections 5.1 and 5.2, from and including the date of this Agreement and prior to the Termination Date, each Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to makerevolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Lender’s Revolving Loan Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the“Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment.  Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any timeprior to the Termination Date.  On the Termination Date, the Borrower shall repay in full the outstanding principal balance of the Revolving Loans.  Each Advance under this Section 2.1 shall consist of Revolving Loans made by each Lender ratably inproportion to such Lender’s respective Revolving Loan Pro Rata Share.  The initial Aggregate Revolving Loan Commitment is One Hundred Twenty-Five Million and 00/100 Dollars ($125,000,000)

          2.2          Rate Options for All Advances.  TheRevolving Loans may be Floating Rate Advances or Eurodollar Rate Advances, or a combination thereof, selected by the Borrower in accordance with Section 2.8.  The Borrower may select, in accordance with Section 2.8, Rate Options and Interest Periodsapplicable to portions of the Revolving Loans; provided that there shall be no more than five (5) Interest Periods in effect with respect to all of the Loans at any time.

          2.3.          Prepayments. 

          (A)          Optional Payments.  The Borrower may fromtime to time repay or prepay, without penalty or premium all or, in an aggregate of amount of $1,000,000.00 or any larger integral multiple thereof, part of outstanding Floating Rate Advances.  The Borrower may from time to time pay, subject to theindemnification provisions contained in Section 4.4, all outstanding Eurodollar Rate Advances or, in a minimum aggregate amount of $1,000,000.00 or any larger integral multiple thereof, part of the outstanding Eurodollar Rate Advances, provided, that the Borrower maynot so prepay Eurodollar Rate Advances unless it shall have provided at least three Business Days’ written notice to the Administrative Agent of such prepayment.

          (B)          Mandatory Prepayments.

(i)          If at any time and for any reason the Revolving Credit Obligations are greater than the Aggregate Revolving Loan Commitment, the Borrower shallimmediately make a mandatory prepayment of the Obligations in an amount equal to such excess.  In addition, if Revolving Credit Availability is at any time less than the amount of contingent L/C Obligations outstanding at any time, the Borrower shall depositcash collateral with the Administrative Agent in an amount equal to the amount by which such L/C Obligations exceed such Revolving Credit Availability.

(ii)         Subject to the preceding provisions of this Section 2.3(B) and the indemnification provisions contained in Section 4.4, all of themandatory prepayments made under this Section 2.3(B) shall be applied first to Floating Rate Loans and to any Eurodollar Rate Loans maturing on such date and then to subsequently maturing Eurodollar Rate Loans in order of maturity.

          2.4.          Reduction of Commitments.

(a)          The Borrower may permanently reduce the Aggregate Revolving Loan Commitment in whole, or in part ratably among the Lenders, in an aggregate minimumamount of $1,000,000.00 with respect to each such Commitment and integral multiples of $500,000.00 in excess of that amount with respect to each such Commitment (unless the Aggregate Revolving Loan Commitment is reduced in whole), upon at least one BusinessDay’s written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided, however, that the amount of the Aggregate Revolving Loan Commitment may not be reduced below the aggregate principal amount ofthe outstanding Revolving Credit Obligations.

(b)          All accrued commitment fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loanshereunder.

          2.5.          Method of Borrowing.  Not later than 1:00p.m. (Chicago time) on each Borrowing Date, each Lender shall make available its Revolving Loan in funds immediately available in Indianapolis to the Administrative Agent at its address specified pursuant to Article XIV.  The Administrative Agent will promptlymake the funds so received from the Lenders available to the Borrower at the Administrative Agent’s aforesaid address.

          2.6.          Method of Selecting Types and Interest Periods forAdvances.  The Borrower shall select the Type of Advance and, in the case of each Eurodollar Rate Advance, the Interest Period applicable to each Advance from time to time.  The Borrower shall give the Administrative Agent irrevocable noticein substantially the form of Exhibit C hereto (a “Borrowing Notice”) not later than 11:30 a.m. (Chicago time) (a) on the Borrowing Date of each Floating Rate Advance and (b) three Business Days before the Borrowing Date for each EurodollarRate Advance, specifying:  (i) the Borrowing Date (which shall be a Business Day) of such Advance; (ii) the aggregate amount of such Advance; (iii) the Type of Advance selected; and (iv) in the case of each Eurodollar Rate Advance, theInterest Period applicable thereto.  The Borrower shall select Interest Periods so that, to the best of the Borrower’s knowledge, it will not be necessary to prepay all or any portion of any Eurodollar Rate Advance prior to the last day of the applicableInterest Period in order to make mandatory prepayments as required pursuant to the terms hereof.  Each Floating Rate Advance and all Obligations other than Loans shall bear interest from and including the date of the making of such Advance to (but not including)the date of repayment thereof at the Floating Rate, changing when and as such Floating Rate changes.  Changes in the rate of interest on that portion of any Advance maintained as a Floating Rate Loan will take effect simultaneously with each change in theAlternate Base Rate.  Each Eurodollar Rate Advance shall bear interest from and including the first day of the Interest Period applicable thereto to (but not including) the last day of such Interest Period at the interest rate determined as applicable to suchEurodollar Rate Advance.

          2.7.          Minimum Amount of Each Advance.  EachAdvance (other than an Advance to repay a Reimbursement Obligation) shall be in the minimum amount of $1,000,000.00 (and in multiples of $500,000.00 if in excess thereof); provided, however, that any Floating Rate Advance may be in the amount of the Revolving CreditAvailability; provided, further, that the portion of each Advance which is a Eurodollar Rate Advance shall be in the minimum amount of $100,000.00.

          2.8.          Method of Selecting Types and Interest Periods for Conversionand Continuation of Advances.

          (A)          Right to Convert/Breakage Costs.  TheBorrower may elect from time to time, subject to the provisions of Section 2.2 and this Section 2.8, to convert all or any part of a Loan of any Type into any other Type or Types of Loans; provided that any conversion of any Eurodollar Rate Advance shall bemade on, and only on, the last day of the Interest Period applicable thereto.  Notwithstanding anything in this Agreement or any of the other Loan Documents to the contrary, the Borrower shall be liable for all amounts pursuant to Section 4.4 as a result ofthe conversion prior to the end of the applicable Interest Period.

          (B)          Automatic Conversion and Continuation. Floating Rate Loans shall continue as Floating Rate Loans unless and until such Floating Rate Loans are converted into Eurodollar Rate Loans.  Eurodollar Rate Loans shall continue as Eurodollar Rate Loans until the end of the then applicable Interest Periodtherefor, at which time such Eurodollar Rate Loans shall be automatically converted into Floating Rate Loans unless the Borrower shall have given the Administrative Agent notice in accordance with Section 2.8(D) requesting that, at the end of such InterestPeriod, such Eurodollar Rate Loans continue as a Eurodollar Rate Loan.

          (C)          No Conversion Post-Default or Post-UnmaturedDefault.  Notwithstanding anything to the contrary contained in Section 2.8(A) or Section 2.8(B), no Loan may be converted into or continued as a Eurodollar Rate Loan (except with the consent of the Required Lenders) when any Default orUnmatured Default has occurred and is continuing.

          (D)         Conversion/Continuation Notice.  The Borrowershall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Floating Rate Loan into a Eurodollar Rate Loan or continuation of a Eurodollar Rate Loan not later than 11:30 a.m. (Chicago time) threeBusiness Days prior to the date of the requested conversion or continuation, specifying:  (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and Type of the Loan to be converted or continued; and(3) the amount of Eurodollar Rate Loan(s) into which such Loan is to be converted or continued and the duration of the Interest Period applicable thereto.

          2.9.          Default Rate.  After the occurrenceand during the continuance of a Default, at the option of the Administrative Agent or at the direction of the Required Lenders, the interest rate(s) applicable to the Obligations and the fees payable under Section 3.8 with respect to Letters of Credit shall beincreased by two percent (2.0%) per annum above the Floating Rate or Eurodollar Rate, as applicable.

          2.10.         Method of Payment.  All payments of principal,interest, and fees hereunder shall be made, without setoff, deduction or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIV, or at any other Lending Installationof the Administrative Agent specified in writing by the Administrative Agent to the Borrower, by 2:00 p.m. (Chicago time) on the date when due and shall be made ratably among the Lenders (unless such amount is not to be shared ratably in accordance with the termshereof).  Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds which the Administrative Agent received at its address specified pursuantto Article XIV or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender.  The Borrower authorizes the Administrative Agent to charge the account of the Borrower maintained with LaSalle Bank for each paymentof principal, interest and fees as it becomes due hereunder.  LaSalle Bank will notify the Borrower of any such charges.

          2.11.         Notes.  Each Lender is authorized to record theprincipal amount of each of its Loans and each repayment with respect to its Loans on the schedule attached to its respective Notes; provided, however, that the failure to so record shall not affect the Borrower’s obligations under any such Note.

          2.12.         Telephonic Notices.  The Borrower authorizes theLenders and the Administrative Agent to extend Advances, issue Letters of Credit, effect selections of Types of Advances and to transfer funds based on telephonic notices made by any person or persons the Administrative Agent or any Lender in good faith believes tobe acting on behalf of the Borrower.  The Borrower agrees to deliver promptly to the Administrative Agent a written confirmation, signed by an Authorized Officer, if such confirmation is requested by the Administrative Agent or any Lender, of each telephonicnotice.  If the written confirmation differs in any material respect from the action taken by the Administrative Agent and the Lenders, (i) the telephonic notice shall govern absent manifest error and (ii) the Administrative Agent or the Lender, asapplicable, shall promptly notify the Authorized Officer who provided such confirmation of such difference.

          2.13.         Promise to Pay; Interest and Commitment Fees; Interest PaymentDates; Interest and Fee Basis; Taxes; Loan and Control Accounts.

          (A)          Promise to Pay.  The Borrowerunconditionally promises to pay when due the principal amount of each Loan and all other Obligations incurred by it, and to pay all unpaid interest accrued thereon, in accordance with the terms of this Agreement and the Notes. 

          (B)          Interest Payment Dates.  Interest accrued oneach Floating Rate Loan shall be payable on each Payment Date, commencing with the first such date to occur after the date hereof, and at maturity (whether by acceleration or otherwise).  Interest accrued on each Eurodollar Rate Loan shall be payable on the lastday of its applicable Interest Period, on any date on which the Eurodollar Rate Loan is prepaid, whether by acceleration or otherwise, and at maturity.  Interest accrued on each Eurodollar Rate Loan having an Interest Period longer than three months shall alsobe payable on the last day of each three-month interval during such Interest Period.  Interest accrued on the principal balance of all other Obligations shall be payable in arrears (i) on the last Business Day of each calendar month, commencing on the firstsuch Business Day following the incurrence of such Obligation, (ii) upon repayment thereof in full or in part, and (iii) if not theretofore paid in full, at the time such other Obligation becomes due and payable (whether by acceleration or otherwise).

          (C)          Commitment Fees.

(i)           The Borrower shall pay to the Administrative Agent, for the account of the Lenders as provided herein below, from and after the Closing Dateuntil the date on which the Aggregate Revolving Loan Commitment shall be terminated in whole, a commitment fee accruing at the rate of the then Applicable Commitment Fee Percentage, on the amount by which (x) the Aggregate Revolving Loan Commitment exceeds(y) the Revolving Credit Obligations from time to time.  All such commitment fees payable under this clause (C)(i) shall be payable quarterly in arrears on the last Business Day of each calendar quarter occurring after the Closing Date (with thefirst such payment being calculated for the period from the Closing Date and ending on September 30, 2004), and, in addition, on the date on which the Aggregate Revolving Loan Commitment shall be terminated in whole.  The Administrative Agent shall pay toeach Lender a ratable share of such commitment fee based on the amount by which such Lender’s Revolving Loan Commitment exceeds such Lender’s Revolving Credit Obligations.

(ii)         The Borrower agrees to pay to the Administrative Agent for the sole account of the Administrative Agent (unless otherwise agreed between the AdministrativeAgent and any Lender) the fees set forth in the letter agreement between the Administrative Agent and the Borrower dated June 17, 2004, payable at the times and in the amounts set forth therein.

          (D)          Interest and Fee Basis; Applicable Floating Rate Margin,Applicable Eurodollar Margin, Applicable L/C Fee Percentage and Applicable Commitment Fee Percentage. 

(i)          Interest on all Obligations and all fees shall be calculated for actual days elapsed on the basis of a 360-day year.  Interest shall be payablefor the day an Obligation is incurred but not for the day of any payment on the amount paid if payment is received prior to 2:00 p.m. (Chicago time) at the place of payment.  If any payment of principal of or interest on a Loan or any payment of any otherObligations shall become due on a day which is not a Business Day, such payment shall be made on the immediately preceding Business Day.

(ii)         The Applicable Floating Rate Margin and Applicable Eurodollar Margin for all Loans, the Applicable L/C Fee Percentage for all Letters of Credit and theApplicable Commitment Fee Percentage shall be determined from time to time by reference to the table set forth below, on the basis of the then applicable Leverage Ratio as described in this Section 2.13(D)(ii):
| Leverage Ratio                                               | Applicable Eurodollar Margin | Applicable Floating Rate Margin | Applicable L/C Fee Percentage | Applicable Commitment Fee Percentage |
|--------------------------------------------------------------|------------------------------|---------------------------------|-------------------------------|--------------------------------------|
|                                                              |                              |                                 |                               |                                      |
| Greater than or equal to 2.0 to 1.0                          | 2.50%                        | 1.00%                           | 2.00%                         | 0.45%                                |
| Greater than or equal to 1.5 to 1.0 and less than 2.0 to 1.0 | 2.00%                        | 0.50%                           | 1.75%                         | 0.35%                                |
| Greater than or equal to 1.0 to 1.0 and less than 1.5 to 1.0 | 1.75%                        | 0.25%                           | 1.50%                         | 0.30%                                |
| Greater than or equal to .5 to 1.0 and less than 1.0 to 1.0  | 1.50%                        | 0.00%                           | 1.25%                         | 0.25%                                |
| Less than 0.5 to 1.0                                         | 1.25%                        | 0.00%                           | 1.00%                         | 0.225%                               |

For purposes of this Section 2.13(D)(ii), the Leverage Ratio shall be determined as of the last day of each fiscal quarter based upon (a) for Funded Indebtedness as of the last day of each suchfiscal quarter; and (b) for EBITDA, the actual amount for the four-quarter period ending on such day.  Upon receipt of the financial statements delivered pursuant to Section 7.1(A)(i)  (with regard to a month ending on the last day of afiscal quarter) and (ii), as applicable, the Applicable Floating Rate Margin, Applicable Eurodollar Margin, Applicable L/C Fee Percentage and Applicable Commitment Fee Percentage shall be adjusted, such adjustment being effective on the fifth Business Dayfollowing the Administrative Agent’s receipt of such financial statements and the compliance certificate required to be delivered in connection therewith pursuant to Section 7.1(A)(iii); provided, that if the Borrower shall not have timelydelivered its financial statements in accordance with Section 7.1(A)(i) (with regard to a month ending on the last day of a fiscal quarter) or (ii), as applicable, then commencing on the date upon which such financial statements should have beendelivered and continuing until such financial statements are actually delivered, it shall be assumed for purposes of determining the Applicable Floating Rate Margin, Applicable Eurodollar Margin, Applicable L/C Fee Percentage and Applicable Commitment Fee Percentagethat the Leverage Ratio was greater than or equal to 2.0 to 1.0.  With regard to the period commencing on the Closing Date until adjusted pursuant to the preceding provisions following the first delivery of financial statements pursuant toSection 7.1(A)(i), the Applicable Eurodollar Margin shall be 1.50%, the Applicable L/C Fee Percentage shall be 1.25% and the Applicable Floating Rate Margin shall be 0.00%.

          (E)          Taxes. 

(i)          Any and all payments by the Borrower hereunder shall be made free and clear of and without deduction for any and all present or future taxes, levies,imposts, deductions, charges or withholdings or any liabilities with respect thereto including those arising after the date hereof as a result of the adoption of or any change in any law, treaty, rule, regulation, guideline or determination of a GovernmentalAuthority or any change in the interpretation or application thereof by a Governmental Authority but excluding, in the case of each Lender and the Administrative Agent, such taxes (including income taxes, franchise taxes and branch profit taxes) as are imposed on ormeasured by such Lender’s or Administrative Agent’s, as the case may be, income by the United States of America or any Governmental Authority of the jurisdiction under the laws of which such Lender or Administrative Agent, as the case may be, is organizedor maintains a Lending Installation (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings, and liabilities which the Administrative Agent or a Lender determines to be applicable to this Agreement, the other Loan Documents, the RevolvingLoan Commitments, the Loans or the Letters of Credit 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 the other Loan Documents to anyLender or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.13(E)) such Lender or theAdministrative 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, and (iii) the Borrower shall pay the full amount deducted to the relevanttaxation authority or other authority in accordance with applicable law.  If a withholding tax of the United States of America or any other Governmental Authority shall be or become applicable (y) after the date of this Agreement, to such payments by theBorrower made to the Lending Installation or any other office that a Lender may claim as its Lending Installation, or (z) after such Lender’s selection and designation of any other Lending Installation, to such payments made to such other Lending Installation,such Lender shall use reasonable efforts to make, fund and maintain its Loans through another Lending Installation of such Lender in another jurisdiction so as to reduce the Borrower’s liability hereunder, if the making, funding or maintenance of such Loansthrough such other Lending Installation of such Lender does not, in the judgment of such Lender, otherwise adversely affect such Loans, or obligations under the Commitments or such Lender.

(ii)         In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges, or similar levieswhich arise from any payment made hereunder, from the issuance of Letters of Credit hereunder, or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the other Loan Documents, the Commitments, the Loans or the Letters ofCredit (hereinafter referred to as “Other Taxes”).

(iii)        The Borrower indemnifies each Lender and the Administrative Agent for the full amount of Taxes and Other Taxes (including, without limitation, any Taxes orOther Taxes imposed by any Governmental Authority on amounts payable under this Section 2.13(E)) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest, and expenses) arising therefrom or withrespect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted.  This indemnification shall be made within thirty (30) days after the date such Lender or the Administrative Agent (as the case may be) makes written demandtherefor.  A certificate as to any additional amount payable to any Lender or the Administrative Agent under this Section 2.13(E) submitted to the Borrower and the Administrative Agent (if a Lender is so submitting) by such Lender or theAdministrative Agent shall show in reasonable detail the amount payable and the calculations used to determine such amount and shall, absent manifest error, be final, conclusive and binding upon all parties hereto.  With respect to such deduction or withholdingfor or on account of any Taxes and to confirm that all such Taxes have been paid to the appropriate Governmental Authorities, the Borrower shall promptly (and in any event not later than thirty (30) days after receipt) furnish to each Lender and the AdministrativeAgent such certificates, receipts and other documents as may be required (in the judgment of such Lender or the Administrative Agent) to establish any tax credit to which such Lender or the Administrative Agent may be entitled.

(iv)         Within thirty (30) days after the date of any payment of Taxes or Other Taxes by the Borrower, the Borrower shall furnish to the Administrative Agent theoriginal or a certified copy of a receipt evidencing payment thereof.

(v)          Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in thisSection 2.13(E) shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

(vi)         Without limiting the obligations of the Borrower under this Section 2.13(E), each Lender that is not created or organized under the laws of theUnited States of America or a political subdivision thereof shall deliver to the Borrower and the Administrative Agent on or before the Closing Date, or, if later, the date on which such Lender becomes a Lender pursuant to Section 13.3, a true andaccurate certificate executed in duplicate by a duly authorized officer of such Lender, in a form satisfactory to the Borrower and the Administrative Agent, to the effect that such Lender is capable under the provisions of an applicable tax treaty concluded by theUnited States of America (in which case the certificate shall be accompanied by two executed copies of Form 1001 of the IRS) or under Section 1442 of the Code (in which case the certificate shall be accompanied by two copies of Form 4224 of the IRS,or, if such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, two completed and signed copies of IRS Form W-8 or W-9 or the applicable successor form) of receiving payments of interest hereunder without deduction orwithholding of United States federal income tax.  Each such Lender further agrees to deliver to the Borrower and the Administrative Agent from time to time a true and accurate certificate executed in duplicate by a duly authorized officer of such Lendersubstantially in a form satisfactory to the Borrower and the Administrative Agent, before or promptly upon the occurrence of any event requiring a change in the most recent certificate previously delivered by it to the Borrower and the Administrative Agent pursuantto this Section 2.13(E)(vi).  Further, each Lender which delivers a certificate accompanied by Form 1001 of the IRS covenants and agrees to deliver to the Borrower and the Administrative Agent within fifteen (15) days prior to January 1,2005, and every anniversary of such date thereafter on which this Agreement is still in effect, another such certificate and two accurate and complete original signed copies of Form 1001 (or any successor form or forms required under the Code or the applicableregulations promulgated thereunder), and each Lender that delivers a Form W-8 or W-9 as prescribed above or a certificate accompanied by Form 4224 of the IRS covenants and agrees to deliver to the Borrower and the Administrative Agent within fifteen (15) daysprior to the beginning of each subsequent taxable year of such Lender during which this Agreement is still in effect, another such Form W-8 or W-9 or another such certificate and two accurate and complete original signed copies of IRS Form 4224 (or any successor formor forms required under the Code or the applicable regulations promulgated thereunder).  Each such certificate shall certify as to one of the following:

(a)          that such Lender is capable of receiving payments of interest hereunder without deduction or withholding of United States of America federal incometax;

(b)          that such Lender is not capable of receiving payments of interest hereunder without deduction or withholding of United States of America federalincome tax as specified therein but is capable of recovering the full amount of any such deduction or withholding from a source other than the Borrower and will not seek any such recovery from the Borrower; or

(c)          that, as a result of the adoption of or any change in any law, treaty, rule, regulation, guideline or determination of a Governmental Authority or anychange in the interpretation or application thereof by a Governmental Authority after the date such Lender became a party hereto, such Lender is not capable of receiving payments of interest hereunder without deduction or withholding of United States of Americafederal income tax as specified therein and that it is not capable of recovering the full amount of the same from a source other than the Borrower.

Each Lender shall promptly furnish to the Borrower and the Administrative Agent such additional documents as may be reasonably required by the Borrower or the Administrative Agent to establish any exemption fromor reduction of any Taxes or Other Taxes required to be deducted or withheld and which may be obtained without undue expense to such Lender.

          (F)          Loan Account.  Each Lender shall maintain inaccordance with its usual practice an account or accounts (a “Loan Account”) evidencing the Obligations of the Borrower to such Lender owing to such Lender from time to time, including the amount of principal and interest payable and paid to such Lenderfrom time to time hereunder and under the Notes.

          (G)          Entries Binding.  The entries made in theRegister and each Loan Account shall be conclusive and binding for all purposes, absent manifest error, unless the Borrower objects to information contained in the Register and each Loan Account within thirty (30) days of the Borrower’s receipt of suchinformation.

          2.14.          Notification of Advances, Interest Rates, Prepayments andAggregate Revolving Loan Commitment Reductions.  Promptly after receipt thereof, the Administrative Agent will notify each Lender of the contents of each Aggregate Revolving Loan Commitment reduction notice, Borrowing Notice,Continuation/Conversion Notice, and repayment notice received by it hereunder.  The Administrative Agent will notify each Lender of the interest rate applicable to each Eurodollar Rate Loan promptly upon determination of such interest rate and will give eachLender prompt notice of each change in the Alternate Base Rate.

          2.15.          Lending Installations.  Each Lender maybook its Loans at any Lending Installation selected by such Lender and may change its Lending Installation from time to time.  All terms of this Agreement shall apply to any such Lending Installation and the Notes shall be deemed held by each Lender for thebenefit of such Lending Installation.  Each Lender may, by written or facsimile notice to the Administrative Agent and the Borrower, designate a Lending Installation through which Loans will be made by it and for whose account Loan payments are to be made.

          2.16.          Non-Receipt of Funds by the AdministrativeAgent.  Unless the Borrower or a Lender, as the case may be, notifies the Administrative Agent prior to the date on which it is scheduled to make payment to the Administrative Agent of (i) in the case of a Lender, the proceeds of a Loan or(ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made.  TheAdministrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption.  If such Lender or the Borrower, as the case may be, has not in fact made such payment to theAdministrative Agent, the recipient of such payment shall, on demand by the Administrative Agent, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amountwas so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate for such day or (ii) in the case of paymentby the Borrower, the interest rate applicable to the relevant Loan.

          2.17.          Termination Date.  This Agreement shall beeffective until the Termination Date.  Notwithstanding the termination of this Agreement on the Termination Date, until all of the Obligations (other than contingent indemnity obligations) shall have been fully and indefeasibly paid and satisfied, all financingarrangements among the Borrower and the Lenders shall have been terminated and all of the Letters of Credit shall have expired, been canceled or terminated, all of the rights and remedies under this Agreement and the other Loan Documents shall survive.

         2.18.          Extension of Revolving Loan Termination Date. Unless the Commitments shall have been terminated in their entirety or a Default or Unmatured Default has occurred and is continuing, the Borrower may, by written notice to the Administrative Agent given no later than thirty (30) days but not sooner than ninety (90)days prior to the then applicable Revolving Loan Termination Date, request that the Administrative Agent and the Lenders extend the Revolving Loan Termination Date to a Business Day falling not more than 364 days after the then current Revolving Loan TerminationDate.  The Administrative Agent and the Lenders shall have no obligation to extend the Revolving Loan Termination Date and any decision to extend the Revolving Loan Termination Date must be agreed to by the Administrative Agent and all Lenders.  Anydecision to extend the Revolving Loan Termination Date shall be in the sole and absolute discretion of the Administrative Agent and the Lenders and shall be evidenced by a writing executed by each of them.

          2.19.          Replacement of CertainLenders.  In the event a Lender (“Affected Lender”) shall have:  (i) failed to fund its applicable Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in respect of L/C Obligations, which suchLender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under Sections 2.13(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by suchLender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to Section 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the otherLenders or (iv) has invoked Section 10.2, then, in any such case, the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to theBorrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of suchdemand, to one or more financial institutions that comply with the provisions of Section 13.3(A) which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose (“Replacement Lender”), all of such AffectedLender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation toparticipate in additional Letters of Credit hereunder) in accordance with Section 13.3.  The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use itsreasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender.  The Administrative Agent is authorized to execute one or more of such assignment agreements as attorney-in-fact for any Affected Lender failingto execute and deliver the same within five (5) Business Days after the date of such demand.  Further, with respect to such assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder orunder any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.13(E), 4.1,and 4.2 with respect to such Affected Lender and compensation payable under Section 2.13(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.19; provided that upon such Affected Lender’sreplacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13(E), 4.1, 4.2, 4.4, and 10.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to beobligated under Section 11.8 with respect to obligations of the Affected Lender which accrued but were not yet paid under Section 11.8 at the time of the assignment to the Replacement Lender.  Upon the replacement of any Affected Lender pursuant tothis Section 2.19, the provisions of Section 9.2 shall continue to apply with respect to Borrowings which are then outstanding with respect to which the Affected Lender failed to fund its applicable Pro Rata Share and which failure has not been cured.

**ARTICLE III.          THE LETTER OF CREDIT FACILITY**

          3.1.          Obligation to Issue.  Subject to the termsand conditions of this Agreement and in reliance upon the representations, warranties and covenants of the Borrower herein set forth, each Issuing Bank hereby agrees to issue for the account of the Borrower through such Issuing Bank’s branches as it and theBorrower may jointly agree, one or more Letters of Credit denominated in Dollars in accordance with this Article III, from time to time during the period, commencing on the date hereof and ending on the Business Day prior to the Termination Date.  AllLetters of Credit issued by an Issuing Bank and outstanding on the date hereof shall be deemed to be issued under and subject to the terms of this Agreement.

          3.2.          [Intentionally Omitted].

          3.3.          Types and Amounts.  No Issuing Bank shallhave any obligation to and no Issuing Bank shall:

(i)          issue any Letter of Credit if on the date of issuance, before or after giving effect to the Letter of Credit requested hereunder, the Revolving CreditObligations at such time would exceed the Aggregate Revolving Loan Commitment at such time; or

(ii)         issue any Letter of Credit which has an expiration date later than the date which is fifteen (15) days immediately preceding the TerminationDate.

          3.4.          Conditions.  In addition to being subjectto the satisfaction of the conditions contained in Sections 5.1 and 5.2, the obligation of an Issuing Bank to issue any Letter of Credit is subject to the satisfaction in full of the following conditions:

(i)          the Borrower shall have delivered to the applicable Issuing Bank at such times and in such manner as such Issuing Bank may reasonably prescribe, arequest for issuance of such Letter of Credit in substantially the form of Exhibit D hereto, duly executed applications for such Letter of Credit, and such other applications, documents, instructions and agreements as may be required pursuant to the termsthereof, and the proposed Letter of Credit shall be reasonably satisfactory to such Issuing Bank as to form and content (if LaSalle Bank is the Issuing Bank, such documents will include, but not be limited to, LaSalle Bank’s Master Letter of Credit Agreement);and

(ii)         as of the date of issuance no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrainthe applicable Issuing Bank from issuing such Letter of Credit and no law, rule or regulation applicable to such Issuing Bank and no request or directive (whether or not having the force of law) from a Governmental Authority with jurisdiction over such Issuing Bankshall prohibit or request that such Issuing Bank refrain from the issuance of Letters of Credit generally or the issuance of that Letter of Credit.

          3.5.          Procedure for Issuance of Letters of Credit.

(a)          Subject to the terms and conditions of this Article III and provided that the applicable conditions set forth in Sections 5.1and 5.2 hereof have been satisfied, the applicable Issuing Bank shall, on the requested date, issue a Letter of Credit on behalf of the Borrower in accordance with such Issuing Bank’s usual and customary business practices and, in this connection, suchIssuing Bank may assume that the applicable conditions set forth in Section 5.2 hereof have been satisfied unless it shall have received notice to the contrary from the Administrative Agent or a Lender or has knowledge that the applicable conditions havenot been met.

(b)          The applicable Issuing Bank shall give the Administrative Agent written or telex notice, or telephonic notice confirmed promptly thereafter inwriting, of the issuance of a Letter of Credit, provided, however, that the failure to provide such notice shall not result in any liability on the part of such Issuing Bank.

(c)          No Issuing Bank shall extend or amend any Letter of Credit unless the requirements of this Section 3.5 are met as though a new Letter ofCredit was being requested and issued. 

          3.6.          Letter of Credit Participation. Immediately upon the issuance of each Letter of Credit hereunder, each Lender with a Revolving Loan Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from the applicable Issuing Bank an undivided interest andparticipation in and to such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of such Issuing Bank thereunder (collectively, an “L/C Interest”) in an amount equal to the amount available for drawing under such Letterof Credit multiplied by such Lender’s Revolving Loan Pro Rata Share.  Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit.  On or before the Business Day on whichan Issuing Bank makes payment of each such L/C Draft or, in the case of any other draw on a Letter of Credit, on demand by the Administrative Agent, each Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, inimmediately available funds in an amount equal to such Lender’s Revolving Loan Pro Rata Share of the amount of such payment or draw.  The obligation of each Lender to reimburse the Issuing Banks under this Section 3.6 shall be unconditional, continuing,irrevocable and absolute.  In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal andinterest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Lender of itsobligation to reimburse the applicable Issuing Bank for such amount in accordance with this Section 3.6.

          3.7.          Reimbursement Obligation.  The Borroweragrees unconditionally, irrevocably and absolutely to pay immediately to the Administrative Agent, for the account of the Lenders, the amount of each advance which may be drawn under or pursuant to a Letter of Credit or an L/C Draft related thereto (such obligationof the Borrower to reimburse the Administrative Agent for an advance made under a Letter of Credit or L/C Draft being hereinafter referred to as a “Reimbursement Obligation” with respect to such Letter of Credit or L/C Draft).  If the Borrower at anytime fails to repay a Reimbursement Obligation pursuant to this Section 3.7, the Borrower shall be deemed to have elected to borrow Revolving Loans from the Lenders, as of the date of the advance giving rise to the Reimbursement Obligation, equal in amount tothe amount of the unpaid Reimbursement Obligation.  Such Revolving Loans shall be made as of the date of the payment giving rise to such Reimbursement Obligation, automatically, without notice and without any requirement to satisfy the conditions precedentotherwise applicable to an Advance of Revolving Loans.  Such Revolving Loans shall constitute a Floating Rate Advance, the proceeds of which Advance shall be used to repay such Reimbursement Obligation.  If, for any reason, the Borrower fails to repaya  Reimbursement Obligation on the day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to make or have no obligation to make Revolving Loans, then such Reimbursement Obligation shall bear interest from and after such day, untilpaid in full, at the interest rate applicable to a Floating Rate Advance.

          3.8.          Letter of Credit Fees.  The Borrower agreesto pay (i) quarterly on the last Business Day of each calendar quarter, in arrears, to the Administrative Agent for the ratable benefit of the Lenders, except as set forth in Section 9.2, a letter of credit fee at a rate per annum equal to the ApplicableL/C Fee Percentage on the average daily outstanding face amount available for drawing under all Letters of Credit, (ii) quarterly, in arrears, to the Administrative Agent for the sole account of each Issuing Bank, a letter of credit fronting fee of one-eighth ofone percent (0.125%) per annum on the average daily outstanding face amount available for drawing under all Letters of Credit issued by such Issuing Bank, and (iii) to the Administrative Agent for the benefit of each Issuing Bank, all customary fees and otherissuance, amendment, document examination, negotiation and presentment expenses and related charges in connection with the issuance, amendment, presentation of L/C Drafts, and the like customarily charged by such Issuing Banks with respect to standby and commercialLetters of Credit, including, without limitation, standard commissions with respect to commercial Letters of Credit, payable at the time of invoice of such amounts.

          3.9.          Issuing Bank Reporting Requirements.  Inaddition to the notices required by Section 3.5(C), each Issuing Bank shall, no later than the tenth Business Day following the last day of each month, provide to the Administrative Agent, upon the Administrative Agent’s request, schedules, in form andsubstance reasonably satisfactory to the Administrative Agent, showing the date of issue, account party, amount, expiration date and the reference number of each Letter of Credit issued by it outstanding at any time during such month and the aggregate amount payableby the Borrower during such month.  In addition, upon the request of the Administrative Agent, each Issuing Bank shall furnish to the Administrative Agent copies of any Letter of Credit and any application for or reimbursement agreement with respect to a Letterof Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent.  Upon the request of any Lender, the Administrative Agent will provide to such Lender information concerning such Letters ofCredit.

          3.10.          Indemnification; Exoneration. (A)  In addition to amounts payable as elsewhere provided in this Article III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Lender from and against any and all liabilities andcosts which the Administrative Agent, such Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of the applicable Issuing Bank, as a result of its GrossNegligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful orwrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). 

          (B)          As among the Borrower, the Lenders, the Administrative Agent and the Issuing Banks, theBorrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit.  In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications andLetter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Lender shall be responsible (in the absence of Gross Negligence or willful misconduct inconnection therewith, as determined by the final judgment of a court of competent jurisdiction):  (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application forand issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting totransfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly withconditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise;(v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for themisapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Lenders, including,without limitation, any Governmental Acts.  None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. 

          (C)          In furtherance and extension and not in limitation of the specific provisions hereinaboveset forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of Gross Negligence or willful misconduct, as determined by the final judgment of a court of competentjurisdiction, put the applicable Issuing Bank, the Administrative Agent or any Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person.

          (D)          Without prejudice to the survival of any other agreement of the Borrower hereunder, theagreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

          3.11.          Cash Collateral.  Notwithstanding anythingto the contrary herein or in any application for a Letter of Credit, after the occurrence and during the continuance of Default, the Borrower shall, upon the Administrative Agent’s or the Required Banks’ demand, deliver to the Administrative Agent for thebenefit of the Lenders and the Issuing Banks, cash, or other collateral of a type satisfactory to the Required Lenders, having a value, as determined by such Lenders, equal to the aggregate outstanding L/C Obligations.  In addition, if the Revolving CreditAvailability is at any time less than the amount of contingent L/C Obligations outstanding at any time, the Borrower shall deposit cash collateral with the Administrative Agent in an amount equal to the amount by which such L/C Obligations exceed such RevolvingCredit Availability.  Any such collateral shall be held by the Administrative Agent in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Administrative Agent forthe benefit of the Lenders and the Issuing Banks as collateral security for the Borrower’s obligations in respect of this Agreement and each of the Letters of Credit and L/C Drafts.  Such amounts shall be applied to reimburse the Issuing Banks fordrawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to payment of such of the other Obligations as the Administrative Agent shall determine.  If no Default shall be continuing, amounts remaining inany cash collateral account established pursuant to this Section 3.11 which are not to be applied to reimburse an Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be returned to theBorrower (after deduction of the Administrative Agent’s expenses incurred in connection with such cash collateral account). 

**ARTICLE IV.          CHANGE IN CIRCUMSTANCES**

          4.1.          Yield Protection.  If any law or anygovernmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates(excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with theinterpretation or application thereof, or the compliance of any Lender therewith,

(i)          subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower(excluding federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments to any Lender in respect of its Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder,or

(ii)         imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits withor for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Loans, L/C Interests orthe Letters of Credit, or

(iii)        imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintainingthe Loans, the L/C Interests or the Letters of Credit or reduces any amount received by any Lender or any applicable Lending Installation in connection with Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any paymentcalculated by reference to the amount of Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender;

and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Loans, L/C Interests or Letters of Credit or to reduce any amount received under this Agreement,then, within 15 days after receipt by the Borrower of written demand by such Lender pursuant to Section 4.5, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determinesis attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment. 

          4.2.          Changes in Capital Adequacy Regulations. If a Lender determines (i) the amount of capital required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a “Change” (as defined below), and(ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within 15 days after receipt by the Borrower of written demand bysuch Lender pursuant to Section 4.5, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender determines is attributable to this Agreement, its Loans,its L/C Interests, the Letters of Credit or its obligation to make Loans hereunder (after taking into account such Lender’s policies as to capital adequacy).  “Change” means (i) any change after the date of this Agreement in the“Risk-Based Capital Guidelines” (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the date hereof, or (ii) any adoption of orchange in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement and having general applicability to all banks and financialinstitutions within the jurisdiction in which such Lender operates which affects the amount of capital required or expected to be maintained by any Lender or any Lending Installation or any corporation controlling any Lender.  “Risk-Based CapitalGuidelines” means (i) the risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the UnitedStates implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to suchregulations adopted prior to the date of this Agreement. 

          4.3.          Availability of Types of Advances. If (i) any Lender determines that maintenance of its Eurodollar Rate Loans at a suitable Lending Installation would violate any applicable law, rule, regulation or directive, whether or not having the force of law, or (ii) the Required Lenders determinethat (x) deposits of a type and maturity appropriate to match fund Eurodollar Rate Advances are not available or (y) the interest rate applicable to a Type of Advance does not accurately reflect the cost of making or maintaining such an Advance, then theAdministrative Agent shall suspend the availability of the affected Type of Advance and, in the case of any occurrence set forth in clause (i) require any Advances of the affected Type to be repaid. 

          4.4.          Funding Indemnification.  If any payment ofa Eurodollar Rate Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment, conversion or otherwise, or a Eurodollar Rate Advance is not made on the date specified by the Borrower for any reasonother than default by the Lenders, the Borrower indemnifies each Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain the Eurodollar RateAdvance.

          4.5.          Lender Statements; Survival of Indemnity. If reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Rate Loans to reduce any liability of the Borrower to such Lender under Sections 4.1 and 4.2 or to avoid the unavailability of a Type of Advanceunder Section 4.3, so long as such designation is not disadvantageous to such Lender.  Each Lender requiring compensation pursuant to Section 2.13(E) or to this Article IV shall use its reasonable efforts to notify the Borrower and theAdministrative Agent in writing of any Change, law, policy, rule, guideline or directive giving rise to such demand for compensation not later than thirty (30) days following the date upon which the responsible account officer of such Lender knows or should haveknown of such Change, law, policy, rule, guideline or directive.  Any demand for compensation pursuant to this Article IV shall be in writing and shall state the amount due, if any, under Section 4.1, 4.2 or 4.4 and shall set forth in reasonable detail thecalculations upon which such Lender determined such amount.  Such written demand shall be rebuttably presumed correct for all purposes.  Determination of amounts payable under such Sections in connection with a Eurodollar Rate Loan shall be calculated asthough each Lender funded its Eurodollar Rate Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. The obligations of the Borrower under Sections 4.1, 4.2 and 4.4 shall survive payment of the Obligations and termination of this Agreement.

**ARTICLE V.          CONDITIONS PRECEDENT**

          5.1.          Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans or issue any initial Letters of Credit unless the Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory tothe Administrative Agent, the Arrangers and the Lenders:

(i)          Copies of a certificate of good standing shall have been ordered for the Borrower, certified by the appropriate governmental officer in itsjurisdiction of organization;

(ii)         Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its Articles of Organization, Operating Agreement (together with allamendments thereto) and of its Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents;

(iii)        An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Borrower, which shall identify by name and title and bear thesignature of the officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by theBorrower;

(iv)         (a) A certificate, in form and substance satisfactory to the Administrative Agent, signed by the Chief Financial Officer or the Vice President, Finance ofthe Borrower, stating that on Closing Date no Default or Unmatured Default has occurred and is continuing, (b) a compliance certificate in the form contemplated by Section 7.1(a)(iii) prepared as of March 31, 2004 showing on a pro forma basisthe effect of the Advances to be made and Letters of Credit to be issued on the Closing Date, and (c) a schedule of Distributions made by the Borrower in the twelve calendar months preceding the Closing Date;

(v)          Written opinions of the Borrower’s and the Guarantor’s counsel, addressed to the Administrative Agent and the Lenders, addressing theissues identified in Exhibit F-1 and F-2 hereto containing assumptions and qualifications acceptable to the Administrative Agent and the Lenders;

(vi)         Notes payable to the order of each of the Lenders;

(vii)        Evidence satisfactory to the Administrative Agent that there has been no material adverse change in the Borrower’s business, financial condition,operation or prospects, as of the Borrower’s consolidated financial statements dated March 31, 2004;

(viii)       Evidence satisfactory to the Administrative Agent that there exists no injunction or temporary restraining order which, in the judgment of the Administrative Agent,would prohibit the making of the Loans or any litigation seeking such an injunction or restraining order;

(ix)         Written money transfer instructions reasonably requested by the Administrative Agent, addressed to the Administrative Agent and signed by an AuthorizedOfficer;

(x)          Evidence satisfactory to the Administrative Agent that the Borrower has paid to the Administrative Agent and the Arrangers the fees agreed to in thefee letter dated June 17, 2004, among the Administrative Agent, the Arrangers and the Borrower and the fees due on the Closing Date which the Administrative Agent, the Arrangers and the Borrower have agreed to herein;

(xi)         (a)          Audited Consolidated Financial Statements for the Borrower for the fiscal years ending in2001, 2002 and 2003, and (b) Unaudited Interim Consolidated Financial Statements for the Borrower for each fiscal month and quarterly period ended after the latest fiscal year referred to in clause (a), and such financial statements shall not, in the judgment ofthe Administrative Agent, disclose any Material Adverse Change in the consolidated financial position of the Borrower from what was reflected in the financial statements previously furnished to the Administrative Agent;

(xii)        A statement disclosing Permitted Existing Liens on the assets of the Borrower and its Subsidiaries satisfactory to the Administrative Agent;

(xiii)       Results of a recent lien search in each relevant jurisdiction with respect to the Borrower, and such search shall reveal no liens on any of the assets of theBorrower except for the Permitted Existing Liens;

(xiv)       All documents and instrument required to perfect the Administrative Agent’s security interests in the Collateral shall have been executed and be in proper formfor filing;

(xv)         Certificates of insurance evidencing property and liability insurance reasonably satisfactory to the Administrative Agent.

(xvi)        A certificate from the Chief Financial Officer or Vice President, Finance of the Borrower which shall document that the Borrower is Solvent both before andafter entering into this Agreement and the transactions contemplated hereby.

(xvii)       Projected income statements, balance sheets and cash flow statements prepared by the Borrower and giving effect to the transactions contemplated hereby and the useof the proceeds therefrom in form and substance satisfactory to the Administrative Agent and the Lenders.

(xviii)      Evidence satisfactory to the Administrative Agent that the Closing PUHCA Notice has been duly filed with the Securities Exchange Commission by Borrower.

(xix)        Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation all of the documentsreflected on the List of Closing Documents attached as Exhibit G to this Agreement.

          5.2.          Each Advance and Letter of Credit.  TheLenders shall not be required to make any Advance or issue any Letter of Credit, unless on the applicable Borrowing Date, or in the case of a Letter of Credit, the date on which the Letter of Credit is to be issued:

(i)          There exists no Default or Unmatured Default; and

(ii)         The representations and warranties contained in Article VI are true and correct as of such Borrowing Date except for changes in the Schedulesto this Agreement reflecting transactions permitted by this Agreement.

          Each Borrowing Notice with respect to each such Advance and the letter of credit application with respect to a Letter of Credit shall constitute arepresentation and warranty by the Borrower that the conditions contained in Sections 5.2(i) and (ii) have been satisfied.  Any Lender may require a duly completed officer’s certificate in substantially the form of Exhibit Hhereto and/or a duly completed compliance certificate in substantially the form of Exhibit I hereto as a condition to making an Advance.

**ARTICLE VI.          REPRESENTATIONS AND WARRANTIES**

          In order to induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans and the other financial accommodations tothe Borrower and to issue the Letters of Credit described herein, the Borrower represents and warrants as follows to each Lender and the Administrative Agent as of the Closing Date, and thereafter on each date as required by Section 5.2:

          6.1.          Organization; Corporate Powers.  TheBorrower (i) is a limited liability company (or, if converted to a corporation as permitted by Section 7.2(A) hereof, a corporation) duly organized, validly existing and in existence under the laws of the jurisdiction of its organization, (ii) is dulyqualified to do business as a foreign entity and is in good standing under the laws of each jurisdiction in which failure to be so qualified and in good standing could not reasonably be expected to have a Material Adverse Effect, and (iii) has all requisitepower and authority to own, operate and encumber its property and to conduct its business as presently conducted and as proposed to be conducted.  GPE owns, directly or indirectly, over ninety-nine percent (99%) of the outstanding Equity Interests of theBorrower.

          6.2.          Authority. 

          (A)          The Borrower has the requisite power and authority to execute, deliver and perform each ofthe Loan Documents.

          (B)          The execution, delivery and performance of each of the Loan Documents which have beenexecuted as required by this Agreement or otherwise on or prior to the Closing Date and to which the Borrower is party, and the consummation of the transactions contemplated thereby, have been duly approved by the board of directors and, if necessary, the members ofthe Borrower, and such approvals have not been rescinded.  No other action or proceedings on the part of the Borrower are necessary to consummate such transactions.

          (C)          Each of the Loan Documents to which the Borrower is a party has been duly executed,delivered or filed, as the case may be, by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement ofcreditors’ rights generally), is in full force and effect and no material term or condition thereof has been amended, modified or waived from the terms and conditions contained in the Loan Documents delivered to the Administrative Agent pursuant toSection 5.1 without the prior written consent of the Required Lenders, and the Borrower have, and, to the best of the Borrower’s knowledge, all other parties thereto have, performed and complied with all the terms, provisions, agreements andconditions set forth therein and required to be performed or complied with by such parties on or before the Closing Date, and no unmatured default, default or breach of any covenant by any such party exists thereunder.

          6.3.          No Conflict; Governmental Consents.  Theexecution, delivery and performance of each of the Loan Documents to which the Borrower is a party do not and will not (i) conflict with the articles of organization or operating agreement of the Borrower, (ii) constitute a tortious interference with anyContractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, PUHCA, FPA or any Environmental Property Transfer Act)or Contractual Obligation of the Borrower, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect,(iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Borrower, other than Liens permitted by the Loan Documents, or (iv) require any approval of the Borrower’s members except such ashave been obtained.  Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance of each of the Loan Documents to which the Borrower is a party do not and will not require any registration with, consent or approval of, ornotice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except filings, consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or inthe aggregate could not reasonably be expected to have a Material Adverse Effect.

          6.4.          Financial Statements.  Complete andaccurate copies of the following financial statements and the following related information have been delivered to the Administrative Agent:  the balance sheet of the Borrower as at December 31, 2001, 2002 and 2003 and the related combined statements ofincome, changes in stockholders’ equity and cash flows of the Borrower for the fiscal years then ended, and the audit reports related thereto.

          6.5.          No Material Adverse Change.  (A) SinceDecember 31, 2003 up to the Closing Date, there has occurred no material adverse change in the business, financial condition, operations or prospects of the Borrower taken as a whole or any other event which has had or could reasonably be expected to result in aMaterial Adverse Effect.

          (B)          Since the Closing Date, there has occurred no event which has had or could reasonably beexpected to result in a Material Adverse Effect.

          6.6.          Taxes.

          (A)          Tax Examinations.  All deficiencies which have beenasserted against the Borrower as a result of any federal, state, local or foreign tax examination for each taxable year in respect of which an examination has been conducted have been fully paid or finally settled or are being contested in good faith, and as of theClosing Date no issue has been raised by any taxing authority in any such examination which, by application of similar principles, reasonably can be expected to result in assertion by such taxing authority of a material deficiency for any other year not so examinedwhich has not been reserved for in the Borrower’s consolidated financial statements to the extent, if any, required by Agreement Accounting Principles.  Except as permitted pursuant to Section 7.2(D), Borrower does not anticipate any material taxliability with respect to the years which have not been closed pursuant to applicable law.

          (B)          Payment of Taxes.  Except as described onSchedule 6.6, all tax returns and reports of the Borrower required to be filed have been timely filed, and all taxes, assessments, fees and other governmental charges thereupon and upon their respective property, assets, income and franchises which are shown insuch returns or reports to be due and payable have been paid except those items which are being contested in good faith and have been reserved for in accordance with Agreement Accounting Principles.  The Borrower has no knowledge of any proposed tax assessmentagainst the Borrower that will have or could reasonably be expected to have a Material Adverse Effect.

          6.7.          Litigation; Loss Contingencies andViolations.  Except as set forth in Schedule 6.7 to this Agreement, which lists all pending litigation involving individual claims against the Borrower of more than $1,000,000.00, there is no action, suit, proceeding, arbitration or (to theBorrower’s knowledge) investigation before or by any Governmental Authority or private arbitrator pending or, to the Borrower’s knowledge, threatened against the Borrower or any property of any of them which will have or could reasonably be expected tohave a Material Adverse Effect.  There is no material loss contingency within the meaning of Agreement Accounting Principles which has not been reflected in the consolidated financial statements of the Borrower prepared and delivered pursuant toSection 7.1(A) for the fiscal period during which such material loss contingency was incurred.  The Borrower is not (A) in violation of any applicable Requirements of Law which violation will have or could reasonably be expected to have a MaterialAdverse Effect, or (B) subject to or in default with respect to any final judgment, writ, injunction, restraining order or order of any nature, decree, rule or regulation of any court or Governmental Authority which will have or could reasonably be expected tohave a Material Adverse Effect.

          6.8.          Subsidiaries.  As of the date of thisAgreement and as of the Closing Date, the Borrower has no Subsidiaries.

          6.9.          ERISA.  Except as disclosed onSchedule 6.9, no Benefit Plan has incurred any accumulated funding deficiency (as defined in Sections 302(a)(2) of ERISA and 412(a) of the Code) whether or not waived.  Neither the Borrower nor any member of the Controlled Group has incurred anyliability to the PBGC which remains outstanding other than the payment of premiums, and there are no premium payments which have become due which are unpaid.  To Borrower’s knowledge, Schedule B to the most recent annual report filed with the IRS withrespect to each Benefit Plan and furnished to the Lenders is complete and accurate.  Neither the Borrower nor any member of the Controlled Group is a participating employer in a Multiemployer Plan or (ii) made a complete or partial withdrawal underSections 4203 or 4205 of ERISA from a Multiemployer Plan.  Neither the Borrower nor any member of the Controlled Group has failed to make a required installment or any other required payment under Section 412 of the Code on or before the due date forsuch installment or other payment.  Neither the Borrower nor any member of the Controlled Group is required to provide security to a Benefit Plan under Section 401(a)(29) of the Code due to a Benefit Plan amendment that results in an increase in currentliability for the plan year.  The Borrower does not maintain or contribute to any employee welfare benefit plan within the meaning of Section 3(1) of ERISA which provides benefits to employees after termination of employment other than as required bySection 601 of ERISA.  To Borrower’s knowledge, each Plan which the Borrower maintains or contributes to and that is intended to be qualified under Section 401(a) of the Code as currently in effect is so qualified, and each trust related to anysuch Plan is exempt from federal income tax under Section 501(a) of the Code as currently in effect.  The Borrower is in compliance in all material respects with the responsibilities, obligations and duties imposed on it by ERISA and the Code with respectto all Plans, except for such matters which could reasonably be expected to subject the Borrower to liability of less than $1,000,000.00.  To Borrower’s knowledge, neither the Borrower nor any fiduciary of any Plan has engaged in a nonexempt prohibitedtransaction described in Sections 406 of ERISA or 4975 of the Code which could reasonably be expected to subject the Borrower to liability in excess of $1,000,000.00.  To Borrower’s knowledge, neither the Borrower nor any member of the ControlledGroup has taken or failed to take any action which would constitute or result in a Termination Event, which action or inaction could reasonably be expected to subject the Borrower to liability in excess of $1,000,000.00.  Neither the Borrower nor any Subsidiaryis subject to any liability under Sections 4062, 4063, 4064 or 4069 of ERISA and no other member of the Controlled Group is subject to any liability under Sections 4062, 4063, 4064 or 4069 of ERISA which could reasonably be expected to subject the Borrowerto liability in excess of $1,000,000.00.  The Borrower does not have, by reason of the transactions contemplated hereby, any obligation to make any payment to any employee pursuant to any Plan or existing contract or arrangement.

          6.10.          Accuracy of Information.  The information,exhibits and reports furnished by or on behalf of the Borrower to the Administrative Agent or to any Lender in connection with the negotiation of, or compliance with, the Loan Documents, the representations and warranties of the Borrower contained in the LoanDocuments, and all certificates and documents delivered to the Administrative Agent and the Lenders pursuant to the terms thereof, taken as a whole, do not contain as of the date furnished any untrue statement of a material fact or omit to state a material factnecessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading.

          6.11.          Securities Activities.  The Borrower isnot engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock.

          6.12.          Material Agreements.  The Borrower has notreceived notice or has knowledge that (i) it is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Contractual Obligation applicable to it, or (ii) any condition exists which, withthe giving of notice or the lapse of time or both, would constitute a default with respect to any such Contractual Obligation, in each case, except where such default or defaults, if any, individually or in the aggregate will not have or could not reasonably beexpected to have a Material Adverse Effect.  Set forth on Schedule 6.12 to this Agreement is a list of all energy purchase contracts and, if applicable, all related security, performance assurance, disbursement, collateral assignment and option to acquireretail contracts and other related agreements to which Borrower is a party and pursuant to which Borrower has granted a Lien in certain assets not inconsistent with the restriction on Liens contained in Section 7.3(C) of this Agreement to secure its obligationsthereunder, which Schedule 6.12 may be revised from time to time by the Borrower submitting a revised Schedule to the Administrative Agent and the Lenders so long as any additions to such Schedule conform to the restrictions on Liens contained inSection 7.3(C) of this Agreement (the “Energy Purchase Contracts”).

          6.13.          Compliance with Laws.  The Borrower is incompliance with all Requirements of Law applicable to them and their respective businesses, in each case where the failure to so comply individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

          6.14.          Assets and Properties.  The Borrower hasgood and marketable title to all of its material assets and properties (tangible and intangible, real or personal) owned by it or a valid leasehold interest in all of its material leased assets (except insofar as marketability may be limited by any laws orregulations of any Governmental Authority affecting such assets), and all such assets and property are free and clear of all Liens, except Liens permitted under Section 7.3(C).  Substantially all of the assets and properties owned by, leased to or used bythe Borrower are in adequate operating condition and repair, ordinary wear and tear excepted.  Neither this Agreement nor any other Loan Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of the Borrowerin and to any of such assets in a manner that would have or could reasonably be expected to have a Material Adverse Effect.

          6.15.          Statutory Indebtedness Restrictions.  TheBorrower is a “subsidiary company” of a “holding company” within the meaning of PUHCA.  The Borrower and GPE have all necessary authorization required for the transactions contemplated by the Loan Documents under PUHCA, FPA or any otherstate or federal laws or regulations similar or related thereto and the execution, delivery and performance of the Loan Documents to which the Borrower or GPE is a party do not and will not violate PUHCA or FPA or require any registration with, consent or approvalof, or notice to, or any other action to, with or by any Governmental Authority under PUHCA, FPA or any other state or federal laws or regulations similar or related thereto, other than (i) the filing of a notice by Borrower under PUHCA with the Securities andExchange Commission of the credit facility evidenced by the Loan Documents within ten (10) days of the Closing Date (the “Closing PUHCA Notice”), and (ii) the reporting of the GPE Guaranty and the Subordination Agreement in one or more quarterlycertificates pursuant to Rule 24 of PUHCA (the “Quarterly PUHCA Notice”).  Except as specified in the proceeding sentence, the Borrower is not subject to regulation under the Investment Company Act of 1940, or any other federal or state statute orregulation which limits its ability to incur indebtedness or its ability to consummate the transactions contemplated hereby.

          6.16.          Insurance.  The Borrower maintainsinsurance policies and programs reasonably consistent with prudent industry practice.

          6.17.          Labor Matters.  As of the Closing Date, noattempt to organize the employees of the Borrower, and no labor disputes, strikes or walkouts affecting the operations of the Borrower, is pending, or, to the Borrower’s knowledge, threatened, planned or contemplated.

          6.18.          Environmental Matters. 

          (A)          Except as disclosed on Schedule 6.18 to this Agreement

(i)          the operations of the Borrower comply in all material respects with Environmental, Health or Safety Requirements of Law;

(ii)         the Borrower has all permits, licenses or other authorizations required under Environmental, Health or Safety Requirements of Law and are in materialcompliance with such permits;

(iii)        neither the Borrower nor any of their respective present property or operations, or, to the best of, the Borrower’s knowledge, any of their respectivepast property or operations, are subject to or the subject of, any investigation known to the Borrower, any judicial or administrative proceeding, order, judgment, decree, settlement or other agreement respecting:  (A) any material violation ofEnvironmental, Health or Safety Requirements of Law; (B) any remedial action; or (C) any material claims or liabilities arising from the Release or threatened Release of a Contaminant into the environment;

(iv)         there is not now, nor to the best of the Borrower’s knowledge has there ever been on or in the property of the Borrower any landfill, waste pile,underground storage tanks, aboveground storage tanks, surface impoundment or hazardous waste storage facility of any kind, any polychlorinated biphenyls (PCBs) used in hydraulic oils, electric transformers or other equipment, or any asbestos containing material whichin any such case could reasonably be expected to result in material liability for the Borrower; and

(v)         the Borrower does not have any material Contingent Obligation in connection with any Release or threatened Release of a Contaminant into theenvironment.

          (B)          For purposes of this Section 6.18 “material” means any noncompliance orbasis for liability which could reasonably be likely to subject the Borrower to liability in excess of $1,000,000.00.

          6.19.          Solvency.  After giving effect to the(i) Loans to be made on the Closing Date or such other date as Loans requested hereunder are made and the consummation of the other transactions contemplated by this Agreement and (ii) the payment and accrual of all Transaction Costs with respect to theforegoing, the Borrower is Solvent.

          6.20.          Supplemental Disclosure.  At any time atthe request of the Administrative Agent and at such additional times as the Borrower determines, the Borrower shall supplement each schedule or representation herein or in the other Loan Documents with respect to any matter hereafter arising which, if existing oroccurring at the Closing Date, would have been required to be set forth or described in such schedule or as an exception to such representation or which is necessary to correct any information in such schedule or representation which has been rendered inaccuratethereby. If any such supplement to such schedule or representation discloses the existence or occurrence of events, facts or circumstances which are restricted or prohibited by the terms of this Agreement or any other Loan Documents, such supplement to such scheduleor representation shall not be deemed an amendment thereof unless expressly consented to in writing by the Administrative Agent and the Required Lenders, and no such amendments, except as the same may be consented to in a writing which expressly includes a waiver,shall be or be deemed a waiver by the Administrative Agent or any Lender of any Default disclosed therein. Any items disclosed in any such supplemental disclosures shall be included in the calculation of any limits, baskets or similar restrictions contained in thisAgreement or any of the other Loan Documents.

**ARTICLE VII.          COVENANTS**

          The Borrower covenants and agrees that so long as any Commitments are outstanding and thereafter until payment in full of all of the Obligations (otherthan contingent indemnity obligations), unless the Required Lenders shall otherwise give prior written consent:

          7.1.          Reporting.  The Borrower shall:

          (A)          Financial Reporting.  Furnish to theLenders:

(i)          Monthly Reports.  As soon as practicable, and in any event within twenty (20) days after the end of each calendar month, the consolidatedbalance sheet of the Borrower and its Subsidiaries as at the end of such period and the related consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such calendar month and for the period from the beginning of the then currentfiscal year to the end of such calendar month, certified by the Vice President, Finance or the Chief Financial Officer of the Borrower on behalf of the Borrower as fairly presenting the consolidated financial position of the Borrower and its Subsidiaries as at thedates indicated and the results of their operations and cash flows for the periods indicated in accordance with Agreement Accounting Principles except for the omission of full footnotes which may be required under Agreement Accounting Principles, subject to normalyear end adjustments.

(ii)         Annual Reports.  As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year, (a) the consolidatedbalance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, and in comparative form thecorresponding figures for the previous fiscal year, and (b) an audit report on the items listed in clause (a) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall statethat such financial statements fairly present the consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with Agreement AccountingPrinciples and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards.

(iii)        Officer’s Certificate.  Together with each delivery of any financial statement (a) pursuant to clauses (i), and (ii)of this Section 7.1(A), an Officer’s Certificate of the Borrower, substantially in the form of Exhibit H attached hereto and made a part hereof, stating that no Default or Unmatured Default exists, or if any Default or Unmatured Defaultexists, stating the nature and status thereof and (b) within forty-five (45) days after the end of each fiscal quarter in each fiscal year and, together with the delivery of financial statements pursuant to clause (ii) of thisSection 7.1(A), a compliance certificate, substantially in the form of Exhibit I attached hereto and made a part hereof, signed by the Borrower’s Vice President, Finance or Chief Financial Officer, which (i) demonstrate compliance,when applicable, with the provisions of Section 7.4, (ii) calculate the Leverage Ratio for purposes of determining the then Applicable Floating Rate Margin, Applicable Eurodollar Margin, Applicable L/C Fee Percentage and Applicable Commitment FeePercentage, and (iii) calculate the Borrower Fixed Charge Ratio (as defined in the GPE Guaranty), and, if the Borrower Fixed Charge Ratio is less than the Minimum Fixed Charge Ratio (as defined in the GPE Guaranty), calculate the GPE Guarantee Increase and theAdditional Guaranty Amount (both as defined in the GPE Guaranty), (iv) states the aggregate amount of Capital Expenditures incurred by the Borrower since the Closing Date, and (v) identifies Indebtedness incurred in such fiscal quarter pursuant toSection 7.3(A)(vi) and (viii).  A copy of the officer’s certificate referred to in Subsection (b) above shall also be provided to GPE.

(iv)         Business Plans; Financial Projections.  As soon as practicable and in any event not later than thirty (30) days after the beginning of eachfiscal year, a copy of the business plan and forecast (including a projected balance sheet, income statement and a statement of cash flow) of the Borrower and its Subsidiaries for the next succeeding fiscal year prepared in such detail as shall be reasonablysatisfactory to the Administrative Agent;

(v)          Updated Schedules.  As soon as practicable, and in any event within twenty (20) days of the close of each calendar quarter, an updatedschedule of Energy Purchase Contracts (Schedule 6.12) and Segregated Accounts (Schedule 1.1.4), provided that any updated schedule of Segregated Accounts shall include a listing the names of the Borrower’s customers whose energy payments owing to theBorrower are being deposited therein;

(vi)         Credit and Collection Policy.  As soon as practicable, and in any event within twenty (20) days after the close of the calendar quarter inwhich such change was instituted, notice of any changes to the credit and collection policy of the Borrower;

(vii)        Distributions.  As soon as practicable, and in any event within twenty (20) days after the close of the calendar quarter in which a Distribution wasdeclared or paid, a schedule of all Distributions declared or made by the Borrower; and

(viii)       Quarterly Reports.  As soon as practicable, but in any event within forty-five (45) days after the end of each fiscal quarter, a narrative analysisprepared by management of the Borrower of the financial condition and results of operations of the Borrower as of the end of such fiscal quarter.

          (B)          Notice of Default.  Promptly upon anyAuthorized Officer of the Borrower obtaining knowledge (i) of any condition or event which constitutes a Default or Unmatured Default, or becoming aware that any Lender or Administrative Agent has given any written notice with respect to a claimed Default orUnmatured Default under this Agreement, or (ii) that any Person has given any written notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to inSection 8.1(E), deliver to the Administrative Agent and the Lenders an Officer’s Certificate specifying (a) the nature and period of existence of any such claimed default, Default, Unmatured Default, condition or event, (b) the notice given oraction taken by such Person in connection therewith, and (c) what action the Borrower has taken, is taking and proposes to take with respect thereto.

          (C)          Lawsuits.  (i)  Upon the Borrowerobtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries or any property of the Borrower or any of its Subsidiaries notpreviously disclosed pursuant to Section 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same generalallegations or circumstances which expose, in the Borrower’s reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $2,500,000.00 or more, give written notice thereof to the Administrative Agent and the Lenders andprovide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (ii) in addition to the requirements set forth in clause (i) of this Section 7.1(C), uponrequest of the Administrative Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) above and provide such otherinformation as may be reasonably available to it that would not violate any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters.

          (D)          ERISA Notices.  Deliver or cause to bedelivered to the Administrative Agent and the Lenders, at the Borrower’s expense, the following information and notices:

(i)          (a) upon the Borrower obtaining knowledge that a Termination Event has occurred, a written statement of the Vice President, Finance or the ChiefFinancial Officer of the Borrower describing such Termination Event and the action, if any, which the Borrower has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect theretoand (b) within ten (10) Business Days after any member of the Controlled Group obtains knowledge that a Termination Event has occurred which could reasonably be expected to subject the Borrower to liability in excess of $1,000,000.00, a written statement of theVice President, Finance or the Chief Financial Officer of the Borrower describing such Termination Event and the action, if any, which the member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action takenor threatened by the IRS, DOL or PBGC with respect thereto;

(ii)         upon the Borrower obtaining knowledge that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Code) with regardto any Plan has occurred which could reasonably be expected to subject the Borrower to liability in excess of $1,000,000.00, a statement the Vice President, Finance or the Chief Financial Officer of the Borrower describing such transaction and the action which theBorrower has taken, is taking or proposes to take with respect thereto;

(iii)        upon the Borrower obtaining knowledge of a material increase in the benefits of any existing Plan which the Borrower maintains or contributes to or theestablishment of any new Benefit Plan or the commencement of, or obligation to commence, contributions to any Benefit Plan or Multiemployer Plan to which neither the Borrower nor any member of the Controlled Group was previously contributing, notification of suchincrease, establishment, commencement or obligation to commence and the amount of such contributions;

(iv)         upon the Borrower receiving notice of any unfavorable determination letter from the IRS regarding the qualification under Section 401(a) of the Codeof a Plan which the Borrower maintains or contributes, copies of each such letter;

(v)         upon the Borrower obtaining knowledge of the establishment of any foreign employee benefit plan which the Borrower maintains or contributes to or thecommencement of, or obligation to commence, contributions to any foreign employee benefit plan to which the Borrower was not previously contributing, notification of such establishment, commencement or obligation to commence and the amount of suchcontributions;

(vi)         upon the request of the Administrative Agent copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect toeach Benefit Plan;

(vii)        upon the request of the Administrative Agent, copies of each actuarial report for any Benefit Plan or Multiemployer Plan and each annual report for anyMultiemployer Plan;

(viii)       upon the Borrower obtaining knowledge of the filing thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and allcommunications received by the Borrower or a member of the Controlled Group with respect to such request;

(ix)         upon receipt by the Borrower or the Borrower obtains knowledge of the receipt by any member of the Controlled Group of the PBGC’s intention toterminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice;

(x)          upon receipt by the Borrower or the Borrower obtains knowledge of the receipt by any member of the Controlled Group of a notice from a MultiemployerPlan regarding the imposition of withdrawal liability, copies of each such notice;

(xi)         after the Borrower fails to make, or the Borrower obtains knowledge of the failure of any member of the Controlled Group to make, a required installment orany other required payment under Section 412 of the Code on or before the due date for such installment or payment, a notification of such failure; and

(xii)        after the Borrower knows or has reason to know, or Borrower obtains knowledge that any member of the Controlled Group knows or has reason to know, that(a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA toterminate a Multiemployer Plan.

          (E)         Labor Matters.  Notify the Administrative Agentand the Lenders in writing, upon the Borrower’s learning thereof, of (i) any material labor dispute to which the Borrower may become a party, including, without limitation, any strikes, lockouts or other disputes relating to such Persons’ plants andother facilities and (ii) any material Worker Adjustment and Retraining Notification Act liability incurred with respect to the closing of any plant or other facility of the Borrower or any of its Subsidiaries.

          (F)          Other Indebtedness.  Deliver to theAdministrative Agent (i) a copy of each regular report, notice or communication regarding potential or actual defaults (including any accompanying officer’s certificate) delivered by or on behalf of the Borrower to the holders of Funded Indebtednesspursuant to the terms of the agreements governing such Funded Indebtedness, such delivery to be made at the same time and by the same means as such notice or other communication is delivered to such holders, and (ii) a copy of each notice or other communicationreceived by the Borrower from the holders of Funded Indebtedness pursuant to the terms of such Funded Indebtedness, such delivery to be made promptly after such notice or other communication is received by the Borrower.

          (G)          Other Reports.  Deliver or cause to bedelivered to the Administrative Agent and the Lenders copies of (i) all financial statements, reports, proxy statements and notices, if any, sent or made available generally by the Borrower or the Guarantors to their respective securities holders or filed withthe Commission under the Securities Exchange Act of 1934 and the rules promulgated thereunder by the Borrower or the Guarantors, (ii) all press releases made available generally by the Borrower or any of the Borrower’s Subsidiaries to the public concerningmaterial developments in the business of the Borrower or any such Subsidiary; and (iii) all notifications received from the Commission by the Borrower or any such Subsidiary or the Guarantors pursuant to the Securities Exchange Act of 1934 and the rulespromulgated thereunder.  The statements and reports required to be furnished by the Borrower pursuant to (i) above shall be deemed furnished for such purpose upon being publicly available on the Commission’s EDGAR web page.

          (H)          Environmental Notices.  A copy of(i) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the Release by the Borrower or any of its Subsidiaries or any other Person of any Contaminant into the environment, and(ii) any notice alleging any violation of any Environmental, Health or Safety Requirements of Law by the Borrower or any of its Subsidiaries if, in either case, such notice or claim relates to an event which could reasonably be expected to subject the Borrowerto liability in excess of $1,000,000.00.

          (I)          Other Information.  Upon receiving a requesttherefor from the Administrative Agent, prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Borrower, any of its Subsidiaries, or the Collateral, including, without limitation, schedules identifying anddescribing the Collateral and any dispositions thereof, as from time to time may be reasonably requested by the Administrative Agent.

          7.2.          Affirmative Covenants.

          (A)          Existence, Etc.  The Borrower shall at alltimes maintain its existence as a limited liability company (but may convert to a corporation if (i) such conversion will not be adverse to the interests of the Lenders, and (ii) the Borrower enters into any amendments to the Loan Documents deemedappropriate by the Administrative Agent) and preserve and keep, or cause to be preserved and kept, in full force and effect its rights and franchises material to its businesses, except to the extent permitted by Section 7.3(I).

          (B)          Corporate Powers; Conduct of Business.  TheBorrower, and shall cause each of its Subsidiaries to, shall qualify and remain qualified to do business in each jurisdiction in which the nature of its business requires it to be so qualified and where the failure to be so qualified will have or could reasonably beexpected to have a Material Adverse Effect.  The Borrower will carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted.

          (C)         Compliance with Laws, Etc.  The Borrower shall,and cause each of its Subsidiaries to, (a) comply with all Requirements of Law and all restrictive covenants affecting such Person or the business, properties, assets or operations of such Person including, but not limited to, timely filing all Quarterly PUHCANotices, (b) obtain as needed all licenses and permits necessary for its operations and maintain such licenses and permits in good standing, unless failure to comply or obtain could not reasonably be expected to have a Material Adverse Effect, (c) withoutlimiting clause (a) above, ensure that no person who owns a controlling interest in or otherwise controls a Borrower is or shall be (i) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control(“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (ii) a person designated under Section 1(b), (c) or (d) of Executive OrderNo. 13224 (September 23, 2001), and related enabling legislation or any other similar Executive Orders, and (d) without limiting clause (a) above, comply with all applicable Bank Secrecy Act (“BSE”) and anti-money laundering laws andregulations.

          (D)          Payment of Taxes and Claims; TaxConsolidation.  The Borrower shall pay, and cause each of its Subsidiaries to, (i) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of itsfranchises, business, income or property before any penalty or interest accrues thereon, and (ii) all material claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by lawhave or may become a Lien (other than a Lien permitted by Section 7.3(C)) upon any of the Borrower’s or such Subsidiary’s property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, however,that no such taxes, assessments and governmental charges referred to in clause (i) above or claims referred to in clause (ii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedingsdiligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor.  For purposes of clauses (i) and (ii) above,“material” shall mean an amount in excess of $10,000.00 in the aggregate.

          (E)          Insurance.  The Borrower shall, and causeeach of its Subsidiaries to, maintain in full force and effect insurance policies and programs reasonably consistent with prudent industry practice.  The Borrower shall deliver to the Administrative Agent insurance certificates and endorsements (y) to all“All Risk” physical damage insurance policies on all of the Borrower’s tangible real and personal property and assets and business interruption insurance policies naming the Administrative Agent loss payee, and (z) to all general liability and otherliability policies naming the Administrative Agent an additional insured.  In the event the Borrower at any time or times hereafter shall fail to obtain or maintain any of the policies or insurance required herein or to pay any premium in whole or in partrelating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay suchpremiums and take any other action with respect thereto which the Administrative Agent deems advisable.  All sums so disbursed by the Administrative Agent shall constitute part of the Obligations, payable as provided in this Agreement.

          (F)          Inspection of Property; Books and Records;Discussions.  The Borrower shall, and if a Default or Unmatured Default has occurred and is continuing, cause each of its Subsidiaries to, permit any authorized representative(s) designated by any of the Lenders to visit and inspect any of theproperties of the Borrower, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplatedhereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, all upon reasonable notice and at suchreasonable times during normal business hours, as often as may be reasonably requested.  The Borrower shall keep and maintain in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shallbe made of all dealings and transactions in relation to their respective businesses and activities.  If a Default has occurred and is continuing, the Borrower, upon the Administrative Agent’s request, shall turn over any such records to the AdministrativeAgent or its representatives.

          (G)          ERISA Compliance.  The Borrower shall, andcause each of its Subsidiaries to, establish, maintain and operate all Plans to which they contribute to in compliance with all material respects with the provisions of ERISA, the Code, all other applicable laws, and the regulations and interpretations thereunder andthe respective requirements of the governing documents for such Plans, except for such matters that would reasonably be expected to result in liability of the Borrower or its Subsidiaries of less than $1,000,000.00.

          (H)          Maintenance of Property.  The Borrowershall, and cause each of its Subsidiaries to, cause all property used or useful in the conduct of its business to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and shall cause to be made all necessaryrepairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, thatnothing in this Section 7.2(H) shall prevent the Borrower from discontinuing the operation or maintenance of any of such property if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its business and not disadvantageous in anymaterial respect to the Administrative Agent or the Lenders.

          (I)          Environmental Compliance.  The Borrowershall comply with all Environmental, Health or Safety Requirements of Law, except where noncompliance will not have or is not reasonably likely to subject the Borrower to liability in excess of $1,000,000.00.

          (J)          Use of Proceeds.  The Borrower shall use theproceeds of the Revolving Loans to (i) repay existing Indebtedness, (ii) provide funds for the additional working capital needs and other general corporate purposes of the Borrower, and (iii) provide funds for the payment of fees and expenses incurredin connection with the negotiation and documentation of this Agreement and the Loan Documents.  The Borrower will not, nor will it permit any Subsidiary to, use any of the proceeds of the Loans to purchase or carry any Margin Stock.  Letters of Creditissued hereunder will be used (i) to provide performance assurance of Borrower’s obligations under the Energy Purchase Contracts, and (ii) for other general corporate purposes of the Borrower.

          (K)          Collateral Documents.  Without in anyway limiting the requirements and covenants set forth in the Collateral Documents, if, subsequent to the Closing Date, the Borrower or any Subsidiary shall acquire any intellectual property, securities, instruments, chattel paper or other personal property requiredto be delivered to the Administrative Agent as Collateral hereunder or under any of the Collateral Documents, the Borrower shall promptly (and in any event within five (5) Business Days) after any Authorized Officer of the Borrower acquires knowledge of same notifythe Administrative Agent of same.  The Borrower shall, and cause its Material Subsidiaries to, take such action at its own expense as reasonably requested by the Administrative Agent to ensure that the Administrative Agent has a first priority (subject to anyapplicable Lien permitted under Section 7.3(C)) perfected Lien to secure the Obligations in all owned real and personal property of the Borrower and its Material Subsidiaries.  The Borrower shall, and cause its Material Subsidiaries to, adhere to thecovenants set forth in the Collateral Documents, including, without limitation, the covenants regarding the location of personal property as set forth in the Security Agreements.

          (L)          Addition of Guarantors; Addition of Pledged Capital Stock andother Collateral.   The Borrower shall cause each Material Subsidiary to deliver to the Administrative Agent an executed Guaranty and appropriate corporate resolutions, opinions and other documentation in form and substance reasonablysatisfactory to the Administrative Agent, such Guaranty and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days of the acquisition or formation of a new Material Subsidiary or an existingSubsidiary becoming a Material Subsidiary.  Simultaneously with any Material Subsidiary becoming a Guarantor, the Borrower shall (or, if the Capital Stock of such Material Subsidiary is owned by another Subsidiary, shall cause such other Subsidiary to) deliverto the Administrative Agent a Pledge Agreement, together with appropriate corporate resolutions, opinions, stock certificates, UCC filings or amendments and other documentation, in each case in form and substance reasonably satisfactory to the Administrative Agentand the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected pledge of all of the Capital Stock of such Guarantor owned by the Borrower and its Subsidiaries, or in the case such Guarantor is a foreignMaterial Subsidiary, 66% of the Capital Stock of such Guarantor owned by the Borrower.  Simultaneously with any Material Subsidiary becoming a Guarantor, the Borrower shall also cause such Material Subsidiary (or, if such Material Subsidiary is a foreignMaterial Subsidiary, upon the request of the Administrative Agent) to (i) execute and deliver a Security Agreement (and deliver the other documents required thereby, including, without limitation, restricted account agreements), if applicable, IntellectualProperty Agreements and such other Collateral Documents as the Administrative Agent or the Required Lenders may require its or their sole and reasonable discretion; and (ii) deliver such other documentation as the Administrative Agent may reasonably require inconnection with the foregoing, including, without limitation, appropriate UCC financing statements, certified resolutions and other organizational and authorizing documents of such Material Subsidiary, favorable opinions of counsel to such Material Subsidiary (whichshall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s liens thereunder) and other items of the types required to be delivered by theBorrower and its Subsidiaries pursuant to Section 5.1 as of the Closing Date, all in form, content and scope reasonably satisfactory to the Administrative Agent.

          (M)          Insurance and Condemnation Proceeds. If a Default or Unmatured Default shall have occurred and be continuing, the Borrower shall direct all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to theCollateral to pay all proceeds (the “Proceeds”) payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Administrative Agent, for the benefit of the Administrative Agent and theHolders of the Obligations.  If no Default or Unmatured Default shall have occurred and be continuing, promptly after the receipt of any Proceeds the Borrower shall repair or replace the Collateral or other assets the loss or damage of which gave rise to suchProceeds; provided, however, that upon the earlier to occur of (a) 120 days after the Borrower receives such Proceeds or (b) the occurrence of a Default or an Unmatured Default, the Borrower shall return any Proceeds not so used to repair or replace such Collateralor other assets at such time to the Administrative Agent.  The Administrative Agent shall apply the same to the principal amount of the Obligations outstanding at the time of such receipt or hold them as cash collateral for the Obligations.

          (N)          Reportable Transaction.  Borrower does notintend to treat the Loans and related transactions as being a “reportable transaction (within the meaning of Treasury Regulation Section 1.6011-4).  In the event Borrower determines to take any action inconsistent with such intention, it will promptlynotify the Administrative Agent thereof.

          7.3.          Negative Covenants.

          (A)          Indebtedness.  The Borrower nor any of itsSubsidiaries shall directly or indirectly create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except:

(i)          the Obligations;

(ii)         the Subordinated Debt;

(iii)        Permitted Existing Indebtedness;

(iv)         Indebtedness in respect of obligations secured by Customary Permitted Liens;

(v)         Indebtedness constituting Contingent Obligations permitted by Section 7.3(E);

(vi)         secured or unsecured purchase money Indebtedness (including Capitalized Leases) incurred by the Borrower or any of its Subsidiaries after the Closing Dateto finance the acquisition of fixed assets, if (1) at the time of such incurrence, no Default or Unmatured Default has occurred and is continuing or would result from such incurrence, (2) such Indebtedness has a scheduled maturity and is not due on demand,(3) such Indebtedness does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Indebtedness does not exceed $5,000,000.00 in the aggregate outstanding at any time, and (5) any Liensecuring such Indebtedness is permitted under Section 7.3(C) (such Indebtedness being referred to herein as “Permitted Purchase Money Indebtedness”);

(vii)        Indebtedness in respect of Hedging Obligations permitted under Section 7.3(O);

(viii)       other future unsecured Indebtedness in an aggregate principal amount not to exceed $50,000,000.00; and

(ix)         Any Permitted Refinancing Indebtedness.

          (B)          Sales of Assets.  Neither the Borrower norany of its Subsidiaries shall sell, assign, transfer, lease, convey or otherwise dispose of any property, whether now owned or hereafter acquired, or any income or profits therefrom, or enter into any agreement to do so, except:

(i)          the disposition in the ordinary course of business of equipment that is obsolete, excess or no longer useful in the Borrower’s or theSubsidiary’s business;

(ii)         sales, assignments, transfers, leases, conveyances or other dispositions of other assets if such transaction (a) is for consideration consistingsolely of cash, (b) is for not less than fair market value, and (c) when combined with all such other transactions (each such transaction being valued at book value) during the period from the Closing Date to the date of such proposed transaction,represents the disposition of not greater than five percent (5.0%) of the Borrower’s Consolidated Assets at the end of the fiscal year immediately preceding that in which such transaction is proposed to be entered into.

          (C)          Liens.  Neither the Borrower nor any of itsSubsidiaries shall directly or indirectly create, incur, assume or permit to exist any Lien on or with respect to any of their respective property or assets except:

(i)          Liens securing the Obligations pursuant to the Collateral Documents;

(ii)         Permitted Existing Liens;

(iii)        Customary Permitted Liens;

(iv)         purchase money Liens (including the interest of a lessor under a Capitalized Lease and Liens to which any property is subject at the time of theBorrower’s acquisition thereof) securing Permitted Purchase Money Indebtedness; provided that such Liens shall not apply to any property of the Borrower or its Subsidiaries other than that purchased or subject to such Capitalized Lease;

(v)        Liens on the assets of the Borrower (other than the assets which are subject to Liens securing the Obligations) to secure its Contingent Obligations under suretybonds permitted under Section 7.3(A)(v) and Section 7.3(E); and

(vi)         Liens arising out of the Energy Purchase Contracts, but only to the extent such Liens pertain or relate to the Segregated Accounts or certain receivablesthe proceeds of which are required to be deposited in the Segregated Accounts.

In addition, neither the Borrower nor any of its Subsidiaries shall become a party to any agreement, note, indenture or other instrument, or take any other action, which would prohibit the creation of a Lien onany of its properties or other assets in favor of the Administrative Agent for the benefit of itself and the Lenders, as collateral for the Obligations; provided that (i) any agreement, note, indenture or other instrument in connection with PermittedPurchase Money Indebtedness (including Capitalized Leases) may prohibit the creation of a Lien in favor of the Administrative Agent for the benefit of itself and the Lenders on the items of property obtained with the proceeds of such Permitted Purchase MoneyIndebtedness, and (ii) the Energy Purchase Contracts may limit or prohibit the creation of Liens pertaining or relating  to the Segregated Accounts or certain receivables the proceeds of which are required to be deposited in the SegregatedAccounts.

          (D)          Investments.  Except to the extent permittedpursuant to paragraph (G) below, neither the Borrower nor any of its Subsidiaries shall not directly or indirectly make or own any Investment except:

(i)          Investments in Cash Equivalents;

(ii)         Permitted Existing Investments in an amount not greater than the amount thereof on the Closing Date;

(iii)        Investments in trade receivables or received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquentobligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;

(iv)         Investments consisting of deposit accounts maintained by the Borrower;

(v)          Investments constituting Permitted Acquisitions;

(vi)         Investments in an amount not to exceed $10,000,000 in the aggregate at any time outstanding consisting of loans to GPE or its Subsidiaries; and

(vii)        Investments in addition to those referred to elsewhere in this Section 7.3(D) in an amount not to exceed $2,500,000.00 in the aggregate at any timeoutstanding;

provided, however, that the Investments described in clause (v) above shall not be permitted if either a Default or an Unmatured Default shall have occurred and be continuing onthe date thereof or would result therefrom.

          (E)          Contingent Obligations.  Neither theBorrower nor any of its Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, except: (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary courseof business; (ii) obligations, warranties, and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Borrower or suchSubsidiary; (iii) Contingent Obligations with respect to appeal and performance bonds obtained by the Borrower or any Subsidiary in the ordinary course of business; and (iv) Contingent Obligations with respect to surety bonds issued for the benefit of theBorrower in an amount not to exceed $250,000,000.00.

          (F)          Restricted Payments.  Neither the Borrowernor any of its Subsidiaries may declare or make any Restricted Payment.

          (G)          Conduct of Business; Subsidiaries.

(i)          Neither the Borrower nor any of its Subsidiaries shall engage in any business other than the businesses engaged in by the Borrower on the Closing Dateand any business or activities which are substantially similar, related or incidental thereto. 

(ii)         Neither the Borrower nor its Subsidiaries shall create, acquire or capitalize any Subsidiary (a “New Subsidiary”) after the date hereofpursuant to any transaction unless such transaction is permitted by or not otherwise prohibited by this Agreement and upon the creation or acquisition of each New Subsidiary, the Borrower or its Subsidiaries shall promptly deliver, and shall cause each New Subsidiaryto promptly deliver to the Administrative Agent the documents, instruments and agreements required pursuant to Section 7.2(L).

(iii)        Neither the Borrower nor any of its Subsidiaries shall make any Acquisitions other than Acquisitions meeting all of the following requirements (each suchAcquisition constituting a “Permitted Acquisition”):

(a)          no Default or Unmatured Default shall have occurred and be continuing or would result from such Acquisition or the incurrence of any Indebtedness inconnection therewith;

(b)          the Acquisition shall be consummated on a non-hostile basis and, in the case of an Acquisition of Equity Interests of an entity, such Acquisitionshall be of not less than the amount of the Equity Interests required to give the Borrower direct or indirect voting control of such entity;

(c)          the businesses being acquired shall be substantially similar to the businesses or activities engaged in by the Borrower on the ClosingDate;

(d)          the aggregate purchase price (including assumed liabilities) in connection with all such transactions during the term of this Agreement shall notexceed $25,000,000.00.

          (H)          Transactions with Shareholders andAffiliates.  Except to the extent required by applicable law, neither the Borrower nor any of its Subsidiaries shall directly or indirectly enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease orexchange of any property or the rendering of any service) with any holder or holders of any of the Equity Interests of the Borrower, or with any Affiliate of the Borrower which is not its Subsidiary, on terms that are less favorable to the Borrower or itsSubsidiaries, as applicable, than those that might be obtained in an arm’s length transaction at the time from Persons who are not such a holder or Affiliate.

          (I)          Restriction on Fundamental Changes.  Neitherthe Borrower nor any of its Subsidiaries shall enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series oftransactions, all or substantially all of the Borrower’s or any such Subsidiary’s business or property, whether now or hereafter acquired, except transactions permitted under Sections 7.3(B).

          (J)          Sales and Leasebacks.  Neither the Borrowernor any of its Subsidiaries shall become liable, directly, by assumption or by Contingent Obligation, with respect to any lease, whether an operating lease, a synthetic lease or a Capitalized Lease, of any property (whether real or personal or mixed) (i) whichit or one of its Subsidiaries sold or transferred or is to sell or transfer to any other Person, or (ii) which it or one of its Subsidiaries intends to use for substantially the same purposes as any other property which has been or is to be sold or transferredby it to any other Person in connection with such lease, unless in either case the sale involved is not prohibited under Section 7.3(B) and the lease involved is not prohibited under Section 7.3(A).

          (K)          Margin Regulations.  Neither the Borrowernor any of its Subsidiaries shall use all or any portion of the proceeds of any credit extended under this Agreement to purchase or carry Margin Stock.

          (L)          ERISA.  The Borrower shall not

(i)          engage, or permit any of its Subsidiaries to engage, in any prohibited transaction described in Sections 406 of ERISA or 4975 of the Code forwhich a statutory or class exemption is not available or a private exemption has not been previously obtained from the DOL which could reasonably be expected to result in liability to the Borrower of $1,000,000.00 or more;

(ii)         incur any liability of $1,000,000.00 or more resulting from a to any accumulated funding deficiency (as defined in Sections 302 of ERISA and 412 ofthe Code), with respect to any Benefit Plan, whether or not waived;

(iii)        incur any liability of $500,000.00 or more resulting from a failure to pay timely required contributions or annual installments due with respect to any waivedfunding deficiency to any Benefit Plan;

(iv)         incur any liability under Title IV of ERISA of $1,000,000.00 or more in connection with the termination of any Benefit Plan;

(v)          fail to make any material contribution or payment to any Multiemployer Plan which the Borrower or any Controlled Group member may be required to makeunder any agreement relating to such Multiemployer Plan, or any law pertaining thereto;

(vi)         fail to pay any required installment or any other material payment required under Section 412 of the Code on or before the due date for suchinstallment or other payment; or

(vii)        incur material increase in current liability for the plan year, resulting from the amendment of a Plan, such that the Borrower is required to provide securityto such Plan under Section 401(a)(29) of the Code.

          (M)          Corporate Documents.  Neither the Borrowernor any of its Subsidiaries shall amend, modify or otherwise change any of the terms or provisions in any of their respective articles of organization or operating agreement as in effect on the date hereof in any manner adverse to the interests of the Lenders,without the prior written consent of the Required Lenders.

          (N)          Fiscal Year.  Neither the Borrower nor anyof its Subsidiaries shall change its fiscal year for accounting or tax purposes from a calendar year.

          (O)          Hedging Obligations.  The Borrower shall notand shall not permit any of its Subsidiaries to enter into any interest rate, commodity or foreign currency exchange, swap, collar, cap or similar agreements evidencing Hedging Obligations, other than interest rate, foreign currency or commodity exchange, swap,collar, cap or similar agreements entered into by the Borrower pursuant to which the Borrower has hedged its actual interest rate, foreign currency or commodity exposure.

          (P)          Subordinated Debt.  The Borrower shall notamend, supplement or modify the terms of the Subordinated Debt or make any payment required as a result of any amendment or change thereto without the prior written consent of the Administrative Agent and the Required Lenders.  Except as permitted in theSubordination Agreement as in effect on the date hereof, the Borrower shall not redeem, purchase, prepay (by setoff or otherwise), defease or repay any principal of, premium, if any, or other amount payable in respect of the Subordinated Debt.

          (Q)          Capital Expenditures.  Neither the Borrowernor any of its Subsidiaries shall make or incur any Capital Expenditure if, after giving effect thereto, the aggregate amount of all Capital Expenditures by the Borrower and its Subsidiaries after the Closing Date would exceed $10,000,000.00 in any fiscal year.

          7.4.          Financial Covenants.  The Borrower shallcomply with the following:

          (A)          Minimum Net Worth.  The Borrower shall notpermit its Net Worth at any time to be less than $62,500,00.00.

          (B)          Maximum Leverage Ratio.  The Borrower shallnot permit the ratio (the “Leverage Ratio”) of (i) Funded Indebtedness, to (ii) EBITDA to be greater than 2.25 to 1.00.

          The Leverage Ratio shall be calculated, in each case, determined as of the last day of each fiscal quarter based upon (a) for Funded Indebtedness,as of the last day of each such fiscal quarter; and (b) for EBITDA, the actual amount for the four-quarter period ending on such day.

          (C)          Minimum Fixed Charge Coverage Ratio. The Borrower and its consolidated Subsidiaries shall maintain a ratio (“Fixed Charge Coverage Ratio”) of (i) the sum of the amounts of (a) EBITDA minus (b) Capital Expenditures to (ii) the sum of the amounts of (a) InterestExpense to the extent paid in cash plus (b) scheduled cash payments of the principal portion of all Indebtedness for borrowed money of the Borrower made during such period plus (c) cash income taxes paid by the Borrower and its consolidated Subsidiariesduring such period plus (d) Distributions paid during such period less (e) the amount of GPE Cash Infusions during such period, of at least 1.05 to 1.00 for each fiscal year thereafter until the Termination Date.

          In each case, the Fixed Charge Coverage Ratio shall be determined as of the last day of each fiscal year.

          (D)          Minimum Debt Service Coverage Ratio.  TheBorrower shall maintain a ratio (the “Debt Service Coverage Ratio”) of (i) the sum of the amounts of EBITDA minus Capital Expenditures to (ii) the sum of the amounts of (a) Interest Expense to the extent paid in cash plus (b) scheduledcash payments of the principal portion of all Indebtedness for borrowed money of the Borrower, during each four fiscal quarter period ending on the date described below of at least 4.00 to 1.00

          In each case, the Debt Service Coverage Ratio shall be determined as of the last day of each fiscal quarter described above for the four fiscal quarterperiod ending on such day.

**ARTICLE VIII.          DEFAULTS**

          8.1.          Defaults.  Each of the followingoccurrences shall constitute a Default under this Agreement:

          (A)          Failure to Make Payments When Due.  TheBorrower shall (i) fail to pay within one (1) day of the date when due any of the Obligations consisting of principal with respect to the Loans or (ii) shall fail to pay within five (5) Business Days of the date when due any of the other Obligations underthis Agreement or the other Loan Documents.

          (B)          Breach of Certain Covenants.  The Borrowershall fail duly and punctually to perform or observe any agreement, covenant or obligation binding on the Borrower under:

(i)          Section 7.1(A) and such failure shall continue unremedied for ten (10) days;

(ii)         Section 7.1(B) and such failure shall continue unremedied for two (2) days; or

(iii)        Section 7.2(A),7.2(F), 7.2(J) or 7.3.

          (C)          Breach of Representation or Warranty.  Anyrepresentation or warranty made or deemed made by the Borrower to the Administrative Agent or any Lender herein or by the Borrower or any of its Subsidiaries in any of the other Loan Documents or in any statement or certificate at any time given by any such Personpursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made (or deemed made).

          (D)          Other Defaults.  The Borrower shall defaultin the performance of or compliance with any term contained in this Agreement (other than as covered by paragraphs (A), (B) or (C) of this Section 8.1), or the Borrower or any of its Subsidiaries shall default in the performance of or compliance with any termcontained in any of the other Loan Documents, and such default shall continue for thirty (30) days after the occurrence thereof.

          (E)          Default as to Other Indebtedness.  TheBorrower or any of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Indebtedness the outstanding principal amount of which Indebtedness is in excess of$7,500,000.00 (“Cross Default Indebtedness”), or any breach, default or event of default shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Cross Default Indebtedness, if the effect thereofis to permit the holder(s) of such Cross Default Indebtedness to accelerate the maturity of any such Cross Default Indebtedness or require a redemption or other repurchase of such Cross Default Indebtedness, or cause an acceleration, mandatory redemption, arequirement that the Borrower offer to purchase such Cross Default Indebtedness or other required repurchase of such Cross Default Indebtedness; or any such Cross Default Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) orrequired to be prepaid, redeemed or otherwise repurchased by the Borrower or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

          (F)          Involuntary Bankruptcy; Appointment of Receiver,Etc.

(i)          An involuntary case shall be commenced against the Borrower or any of the Borrower’s Subsidiaries and the petition shall not be dismissed,stayed, bonded or discharged within sixty (60) days after commencement of the case; or a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Borrower or any of the Borrower’s Subsidiaries in an involuntary case,under any applicable bankruptcy, insolvency or other similar law now or hereinafter in effect; or any other similar relief shall be granted under any applicable federal, state, local or foreign law.

(ii)         A decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or otherofficer having similar powers over the Borrower or any of the Borrower’s Subsidiaries or over all or a substantial part of the property of the Borrower or any of the Borrower’s Subsidiaries shall be entered; or an interim receiver, trustee or othercustodian of the Borrower or any of the Borrower’s Subsidiaries or of all or a substantial part of the property of the Borrower shall be appointed or a warrant of attachment, execution or similar process against any substantial part of the property of theBorrower or any of the Borrower’s Subsidiaries shall be issued and any such event shall not be stayed, dismissed, bonded or discharged within sixty (60) days after entry, appointment or issuance.

          (G)          Voluntary Bankruptcy; Appointment of Receiver,Etc.  The Borrower or any of the Borrower’s Subsidiaries shall (i) commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (ii) consent to the entry of an order forrelief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, (iii) consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property,(iv) make any assignment for the benefit of creditors or (v) take any corporate action to authorize any of the foregoing.

          (H)          Judgments and Attachments.  Any moneyjudgment(s) (other than a money judgment covered by insurance as to which the insurance company has not disclaimed or reserved the right to disclaim coverage), writ or warrant of attachment, or similar process against the Borrower or any of its Subsidiaries or anytheir respective assets involving in any single case or in the aggregate an amount in excess of $7,500,000.00 is or are entered and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty (60) days or in any event later than fifteen (15) daysprior to the date of any proposed sale thereunder.

          (I)          Dissolution.  Any order, judgment or decreeshall be entered against the Borrower decreeing its involuntary dissolution or split up and such order shall remain undischarged and unstayed for a period in excess of sixty (60) days; or the Borrower shall otherwise dissolve or cease to exist except as specificallypermitted by this Agreement.

          (J)          Loan Documents; Failure of Security. At any time, for any reason, (i) any Loan Document as a whole that materially affects the ability of the Administrative Agent or any of the Lenders to enforce the Obligations or enforce their rights against the Collateral ceases to be in full force and effect orany of the Borrower’s or any of its Subsidiaries party thereto seeks to repudiate its obligations thereunder and the Liens intended to be created thereby are, or any of the Borrower or any such Subsidiary seeks to render such Liens, invalid and unperfected, or(ii) Liens on Collateral with a fair market value in excess of $100,000.00 in favor of the Administrative Agent contemplated by the Loan Documents shall, at any time, for any reason, be invalidated or otherwise cease to be in full force and effect, or such Liensshall not have the perfection or priority contemplated by this Agreement or the Loan Documents.

           (K)          Termination Event.  Any TerminationEvent occurs which the Required Lenders believe is reasonably likely to subject the Borrower to liability in excess of $1,000,000.00.

          (L)          Waiver of Minimum Funding Standard.  If theplan administrator of any Plan applies under Section 412(d) of the Code for a waiver of the minimum funding standards of Section 412(a) of the Code and any Lender believes the substantial business hardship upon which the application for the waiver is basedcould reasonably be expected to subject the Borrower to liability in excess of $1,000,000.00.

          (M)          Change of Control.  A Change of Controlshall occur.

          (N)          Environmental Matters.  The Borrower or anyof its Subsidiaries shall be the subject of any proceeding or investigation pertaining to (i) the Release by the Borrower or any of its Subsidiaries of any Contaminant into the environment, (ii) the liability of the Borrower arising from the Release by anyother Person of any Contaminant into the environment, or (iii) any violation of any Environmental, Health or Safety Requirements of Law which by the Borrower or any of its Subsidiaries, which, in any case, has or is reasonably likely to subject the Borrower orany of its Subsidiaries to liability in excess of $1,000,000.00.

          (O)          Guarantor Revocation.  Any guarantor of theObligations shall terminate or revoke or refuse to perform any of its payment obligations under the applicable guarantee agreement or an Event of Default (as defined in such guarantee agreement) shall occur.

          (P)          Default Under Subordinated Debt.  A defaultor event of default shall occur with respect to the obligations arising under the Subordinated Debt or under any instrument or agreement executed in connection therewith and the holder(s) thereof shall take any action to accelerate the maturity thereof or tootherwise collect the amount outstanding with respect to the Subordinated Debt.

          (Q)          Default under Contractual Obligations.  Adefault or event of default shall occur under (i) any Energy Purchase Agreement, or (ii) any other Contractual Obligation where such default or event of default could reasonably be expected to have a Material Adverse Effect.

          (R)          Breach of Financial Covenants.  The Borrowershall default in the performance of or compliance with any of the financial covenants contained in Section 7.4 (each a “Financial Covenant Breach”), and such default is not cured pursuant to the procedure set forth below within fifteen (15) daysafter the determination of such Financial Covenant Breach.  In the event of a Financial Covenant Breach and so long as (i) no other Default or Unmatured Default has occurred and is continuing, and (ii) no GPE Cross Default has occurred and iscontinuing, GPE may, within fifteen (15) days of the determination of such breach, cure the Financial Covenant Breach (a) through a GPE Cash Infusion, (b) by a Qualifying GPE Guarantee Increase or a Non-Qualifying GPE Guarantee Increase, or (c) througha combination of a GPE Cash Infusion and a Qualifying GPE Guarantee Increase, in an amount equal to the amount required to achieve compliance with the financial covenant which was the subject of the Financial Covenant Breach, such amount to be determined as of thelast day of the quarter when compliance with the covenant was tested.  In regard to any Financial Covenant Breach except a default in performance of or compliance with the Minimum Net Worth covenant set forth in Section 7.4(A), the financial covenant whichwas violated shall be recalculated by adding to EBITDA the amount(s) of the applicable GPE Cash Infusion and/or GPE Guarantee Increase.  If the Financial Covenant Breach results from a default in performance of or compliance with the Minimum Net Worth covenantset forth in Section 7.4(A), said covenant shall be recalculated by adding to Net Worth the amount(s) of the applicable GPE Cash Infusion and/or GPE Guarantee Increase.  For purposes of this Section 8.1(R), (i) if there exists more than oneFinancial Covenant Breach as of the end of a fiscal quarter and the Borrower elects to cure those violations by means of a GPE Cash Infusion and/or Qualifying GPE Guarantee Increase, all such defaults may be cured by means of a single GPE Cash Infusion and/orQualifying GPE Guarantee Increase (i.e., a GPE Cash Infusion and/or Qualifying GPE Guarantee Increase in that amount necessary to cure the individual Financial Covenant Breach that is the greatest dollar amount out of compliance); (ii) if there exists more thanone Financial Covenant Breach as of the end of a fiscal quarter, and the Borrower elects to cure those violations by means of a Non-Qualifying GPE Guarantee Increase, the amount of such Non-Qualifying GPE Guarantee Increase shall be the aggregate amount necessary tocure all individual Financial Covenant Breaches (i.e., a Non-Qualifying GPE Guarantee Increase in that amount equal to the sum of the amounts necessary to cure all of the individual Financial Covenant Breaches); (iii) any increase in EBITDA for the fiscal quarter inwhich a Financial Covenant Breach occurred or Net Worth resulting from a GPE Cash Infusion shall be deemed to modify EBITDA for such fiscal quarter and Net Worth for purposes of calculating compliance with all financial covenants in fiscal quarters following thefiscal quarter in which such Financial Covenant Breach has occurred, but only so long as the full amount of such GPE Cash Infusion is maintained and is not reduced by means of a Distribution; (iv) any increase in EBITDA for the fiscal quarter in which theFinancial Covenant Breach occurred or Net Worth resulting from a Qualifying GPE Guarantee Increase shall be deemed to modify EBITDA for such fiscal quarter and Net Worth for purposes of calculating compliance with all financial covenants in fiscal quarters followingthe fiscal quarter in which such Financial Covenant Breach has occurred, but only so long as (a) the full amount of the Qualifying GPE Guarantee Increase made with respect to the fiscal quarter in which the Financial Covenant Breach occurred remains in effectand is not reduced, and (b) such GPE Guarantee Increase continues to be a Qualifying GPE Guarantee Increase; and (v) any increase in EBITDA for the fiscal quarter in which the Financial Covenant Breach occurred or Net Worth resulting from a Non-QualifyingGPE Guarantee Increase shall be deemed to modify EBITDA for such quarter or Net Worth, as applicable, for purposes of calculating compliance in fiscal quarters following the fiscal quarter in which such Financial Covenant Breach has occurred of only the individualfinancial covenant with respect to which the Non-Qualifying GPE Guarantee Increase was applied in the fiscal quarter in which such Financial Covenant Breach occurred and only in the amount of the Non-Qualifying GPE Guarantee Increase applicable to such individualfinancial covenant, but only so long as the full amount of the Non-Qualifying GPE Guarantee Increase made with respect to the fiscal quarter in which the Financial Covenant Breach occurred remains in effect and is not reduced.  So long as no Default or UnmaturedDefault under this Agreement exists or will result therefrom, a GPE Guarantee Increase may be reduced as of the end of any future fiscal quarter by means of the execution by GPE, the Borrower and the Administrative Agent of a Guaranty Amount Amendment Agreementpursuant to the procedure provided in the GPE Guaranty.  The Administrative Agent hereby agrees to execute any such Guaranty Amount Amendment Agreement if no Default or Unmatured Default exists or would result therefrom under this Agreement and all otherconditions to effectiveness set forth in the Guaranty Amount Amendment Agreement will be satisfied.

          A Default shall be deemed “continuing” until cured or until waived in writing in accordance with Section 9.3.

**ARTICLE IX.          ACCELERATION, DEFAULTING LENDERS; WAIVERS, AMENDMENTS AND REMEDIES**

          9.1.          Termination of Commitments; Acceleration. If any Default described in Section 8.1(F), 8.1(G), or 8.1(I) occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation of the Administrative Agent to issue Letters of Credit hereunder shall automaticallyterminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent or any Lender.  If any other Default occurs, the Required Lenders may terminate or suspend the obligations of theLenders to make Loans hereunder and the obligation of the Issuing Banks to issue Letters of Credit hereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand,protest or notice of any kind, all of which the Borrower expressly waives.

          9.2.          Defaulting Lender.  In the event thatany Lender fails to fund its applicable Pro Rata Share of any Advance requested or deemed requested by the Borrower (or requested by an Issuing Bank in connection with the participation in Letters of Credit), which such Lender is obligated to fund under the terms ofthis Agreement (the funded portion of such Advance being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Lender’s cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amountsthereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower (or Issuing Bank) by the AdministrativeAgent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations.  Notwithstanding anything in this Agreement to the contrary:

(i)          the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect theconversion or continuation of Loans pursuant to Section 2.10;

(ii)         any such Lender shall be deemed to have cured its failure to fund its applicable Pro Rata Share of any Advance at such time as an amount equal to suchLender’s original applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower (or Issuing Bank), whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or notthe Non Pro Rata Loan with respect thereto has been repaid, converted or continued;

(iii)        amounts advanced to the Borrower to cure, in full or in part, any such Lender’s failure to fund its applicable Pro Rata Share of any Advance (“CureLoans”) shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;

(iv)         regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application,all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, second, ratablyto Floating Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Floating Rate Loans constituting Cure Loans;

(v)          for so long as and until the earlier of any such Lender’s cure of the failure to fund its applicable Pro Rata Share of any Advance and thetermination of the Revolving Loan Commitments, the term “Required Lenders” for purposes of this Agreement shall mean Lenders (excluding all Lenders whose failure to fund their respective Pro Rata Shares of such Advance have not been so cured) whoseapplicable Pro Rata Shares represent greater than sixty-six and two-thirds percent (66-2/3%) of the aggregate Pro Rata Shares of such Lenders; and

(vi)         for so long as and until any such Lender’s failure to fund its Revolving Loan Pro Rata Share of any Advance is cured in accordance withSection 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Revolving Loan Commitment, and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit feesshall accrue in favor of the Lenders which have funded their respective applicable Pro Rata Share of such requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated basedupon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding ReimbursementObligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising with respect to undrawn and outstanding Letters of Credit.

          9.3.         Amendments.  Subject to the provisions ofthis Article IX, the Required Lenders (or the Administrative Agent with the consent in writing of the Required Lenders) and the Borrower may enter into agreements supplemental hereto for the purpose of adding or modifying any provisions to the Loan Documents orchanging in any manner the rights of the Lenders or the Borrower hereunder or waiving any Default hereunder; provided, however, that no such supplemental agreement shall, without the consent of each Lender affected thereby:

(i)          Postpone or extend the Revolving Loan Termination Date or any other date fixed for any payment of principal of, or interest on, the Loans, theReimbursement Obligations or any fees or other amounts payable to such Lender (except with respect to (a) any modifications of the provisions relating to prepayments of Loans and other Obligations and (b) a waiver of the application of the default rate ofinterest pursuant to Section 2.11 hereof.

(ii)         Reduce the principal amount of any Loans or L/C Obligations, or reduce the rate or extend the time of payment of interest or fees thereon.

(iii)        Reduce the percentage specified in the definition of Required Lenders or any other percentage of Lenders specified to be the applicable percentage in thisAgreement to act on specified matters.

(iv)         Increase the amount of the Revolving Loan Commitment of any Lender hereunder.

(v)          Permit the Borrower to assign its rights under this Agreement.

(vi)         Release any Guarantor or any Collateral having a value in excess of $5,000,000.00 during the term of this Agreement.

(vii)        Amend this Section 9.3 or Section 12.2.

No amendment of any provision of this Agreement relating to the Administrative Agent shall be effective without the written consent of the Administrative Agent.  The Administrative Agent may waive payment ofthe fee required under Section 13.3(B) without obtaining the consent of any of the Lenders.

          9.4.          Preservation of Rights.  No delay oromission of the Lenders or the Administrative Agent to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of a Loan or the issuance of a Letter of Creditnotwithstanding the existence of a Default or the inability of the Borrower to satisfy the conditions precedent to such Loan or issuance of such Letter of Credit shall not constitute any waiver or acquiescence.  Any single or partial exercise of any such rightshall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by the Lendersrequired pursuant to Section 9.3, and then only to the extent in such writing specifically set forth.  All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Administrative Agent and the Lendersuntil the Obligations have been paid in full.

**ARTICLE X.          GENERAL PROVISIONS**

          10.1.          Survival of Representations.  Allrepresentations and warranties of the Borrower contained in this Agreement shall survive delivery of the Notes and the making of the Loans herein contemplated.

          10.2.          Governmental Regulation.  Anythingcontained in this Agreement to the contrary notwithstanding, no Lender shall be obligated to extend credit to the Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation.

          10.3.          Performance of Obligations.  TheBorrower agrees that the Administrative Agent may, but shall have no obligation, after the occurrence and during the continuance of a Default, make any payment or perform any act required of the Borrower under any Loan Document.  The Administrative Agent shalluse its reasonable efforts to give the Borrower notice of any action taken under this Section 10.3 prior to the taking of such action or promptly thereafter provided the failure to give such notice shall not affect the Borrower’s obligations in respectthereof.  The Borrower agrees to pay the Administrative Agent, upon demand, the principal amount of all funds advanced by the Administrative Agent under this Section 10.3, together with interest thereon at the rate from time to time applicable to RevolvingLoans that are Floating Rate Loans from the date of such advance until the outstanding principal balance thereof is paid in full.  If the Borrower fails to make payment in respect of any such advance under this Section 10.3 within one (1) Business Day afterthe date the Borrower receives written demand therefor from the Administrative Agent, the Administrative Agent shall promptly notify each Lender and each Lender agrees that it shall thereupon make available to the Administrative Agent, in Dollars in immediatelyavailable funds, the amount equal to such Lender’s Pro Rata Share of such advance.  If such funds are not made available to the Administrative Agent by such Lender within one (1) Business Day after the Administrative Agent’s demand therefor, theAdministrative Agent will be entitled to recover any such amount from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of such demand and ending on the date such amount isreceived.  The failure of any Lender to make available to the Administrative Agent its Pro Rata Share of any such unreimbursed advance under this Section 10.3 shall neither relieve any other Lender of its obligation hereunder to make available to theAdministrative Agent such other Lender’s Pro Rata Share of such advance on the date such payment is to be made nor increase the obligation of any other Lender to make such payment to the Administrative Agent.  All outstanding principal of, and interest on,advances made under this Section 10.3 shall constitute Obligations.

          10.4.          Headings.  Section headings in the LoanDocuments are for convenience of reference only, and shall not govern the interpretation of any of the provisions of the Loan Documents.

          10.5.          Entire Agreement.  The Loan Documentsembody the entire agreement and understanding among the Borrower, the Administrative Agent and the Lenders and supersede all prior agreements and understandings among the Borrower, the Administrative Agent and the Lenders relating to the subject matter thereof.

          10.6.          Several Obligations; Benefits of thisAgreement.  The respective obligations of the Lenders hereunder are several and not joint and no Lender shall be the partner or agent of any other Lender (except to the extent to which the Administrative Agent is authorized to act as such). The failure of any Lender to perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder.  This Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties tothis Agreement and their respective successors and assigns.

          10.7.          Expenses; Indemnification.

          (A)          Expenses.  The Borrower shall reimburse theAgents and the Arrangers for any reasonable costs and out-of-pocket expenses (including attorneys’ and paralegals’ fees and time charges of attorneys and paralegals for the Administrative Agent) paid or incurred by the Administrative Agent or theArrangers in connection with the preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and administration of the Loan Documents and the initial audit of the Collateral.  The Borrower also agrees to reimburse theAdministrative Agent and the Arrangers and the Lenders for any costs and out-of-pocket expenses (including attorneys’ and paralegals’ fees and time charges of attorneys and paralegals for the Administrative Agent and the Arrangers and the Lenders) paid orincurred by the Administrative Agent or the Arrangers or any Lender in connection with the collection of the Obligations and enforcement of the Loan Documents.  In addition to expenses set forth above, the Borrower agrees to reimburse the Administrative Agent,promptly after the Administrative Agent’s request therefor, for each audit, or other business analysis performed by or for the benefit of the Lenders in connection with this Agreement, the other Loan Documents or the Collateral in an amount equal to theAdministrative Agent’s then customary charges for each person employed to perform such audit or analysis plus all costs and expenses (including without limitation, travel expenses) incurred by the Administrative Agent in the performance of such audit oranalysis.

          (B)          Indemnity.  The Borrower further agrees todefend, protect, indemnify, and hold harmless the Agents, the Arrangers and each and all of the Lenders and each of their respective Affiliates, and each of such Agents’, Arrangers’, Lender’s, or Affiliate’s respective officers, directors,employees, attorneys and agents (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article V) (collectively, the “Indemnitees”) from and against any andall liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind or nature whatsoever (including, without limitation, the fees and disbursements of counsel for such Indemnitees in connection with anyinvestigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), imposed on, incurred by, or asserted against such Indemnitees in any manner relating to or arising out of:

(i)          this Agreement, the other Loan Documents, or any act, event or transaction related or attendant thereto or to the making of the Loans, and theissuance of and participation in Letters of Credit hereunder, the management of such Loans or Letters of Credit, the use or intended use of the proceeds of the Loans or Letters of Credit hereunder, or any of the other transactions contemplated by the Loan Documents;or

(ii)         any liabilities, obligations, responsibilities, losses, damages, personal injury, death, punitive damages, economic damages, consequential damages, trebledamages, intentional, willful or wanton injury, damage or threat to the environment, natural resources or public health or welfare, costs and expenses (including, without limitation, attorney, expert and consulting fees and costs of investigation, feasibility orremedial action studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future relating to violation of any Environmental, Health or Safety Requirements of Law arising from or inconnection with the past, present or future operations of the Borrower or its predecessors in interest, or, the past, present or future environmental, health or safety condition of any respective property of the Borrower, the presence of asbestos‐containingmaterials at any respective property of the Borrower or the Release or threatened Release of any Contaminant into the environment (collectively, the “Indemnified Matters”);

provided, however, the Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Matters caused solely by or resulting solely from the willful misconduct orGross Negligence of such Indemnitee or breach of contract by such Indemnitee with respect to the Loan Documents, in each case, as determined by the final non-appealed judgment of a court of competent jurisdiction.  If the undertaking to indemnify, pay andhold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment andsatisfaction of all Indemnified Matters incurred by the Indemnitees.

          (C)          Waiver of Certain Claims; Settlement ofClaims.  The Borrower further agrees not to assert claims against any of the Indemnitees on any theory of liability for consequential, special, indirect, exemplary or punitive damages against any or all of such Indemnities.  No settlementshall be entered into by the Borrower with respect to any claim, litigation, arbitration or other proceeding relating to or arising out of the transactions evidenced by this Agreement or the other Loan Documents (whether or not the Administrative Agent or any Lenderor any Indemnitee is a party thereto) unless such settlement releases all Indemnitees from any and all liability  with respect thereto.

          (D)          Survival of Agreements.  The obligations andagreements of the Borrower under this Section 10.7 shall survive the termination of this Agreement.

          10.8.          Numbers of Documents.  All statements,notices, closing documents, and requests hereunder shall be furnished directly by the Borrower to the Administrative Agent and the Lenders.

          10.9.          Accounting.  Except as provided to thecontrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with Agreement Accounting Principles.  If any changes in generally accepted accounting principles are hereafterrequired or permitted and are adopted by the Borrower with the agreement of its independent public accountants and such changes result in a change in the method of calculation of any of the financial covenants, restrictions or standards herein or in the relateddefinitions or terms used therein (“Accounting Changes”), the parties hereto agree to enter into negotiations, in good faith, in order to amend such provisions in a credit neutral manner so as to reflect equitably such Accounting Changes with the desiredresult that the criteria for evaluating the Borrower’s financial condition shall be the same after such changes as if such changes had not been made; provided, however, until such provisions are amended in a manner reasonably satisfactory to the AdministrativeAgent and the Required Lenders, no Accounting Change shall be given effect in such calculations and all financial statements and reports required to be delivered hereunder shall be prepared in accordance with Agreement Accounting Principles without taking intoaccount such Accounting Changes.  In the event such amendment is entered into with respect to any Accounting Changes, all references to this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of suchamendment.

          10.10.          Severability of Provisions.  Anyprovision in any Loan Document that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation,enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable.

          10.11.          Nonliability of Lenders.  Therelationship between the Borrower and the Lenders and the Administrative Agent shall be solely that of borrower and lender.  Neither the Administrative Agent nor any Lender shall have any fiduciary responsibilities to the Borrower.  Neither theAdministrative Agent nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations.  The Lenders and the Administrative Agent shall have theobligations set forth in Section 13.4 with respect to confidential information of the Borrower.

**          10.12.          GOVERNING LAW.****  ANY DISPUTEBETWEEN THE BORROWER AND THE AGENTS OR THE ARRANGERS OR ANY LENDER ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING INCONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAW APPLICABLE TO NATIONAL BANKS, TO THE EXTENT SUCH FEDERAL LAWIS OTHERWISE APPLICABLE.**

          10.13.          CONSENT TO JURISDICTION; SERVICE OFPROCESS; JURY TRIAL.

          (A)          JURISDICTION.  EXCEPT AS PROVIDED INSUBSECTION (B), EACH OF THE PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS WHETHERARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, MAY BE RESOLVED EXCLUSIVELY BY STATE OR FEDERAL COURTS LOCATED IN CHICAGO, ILLINOIS, BUT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF CHICAGO,ILLINOIS.  EACH OF THE PARTIES HERETO WAIVES IN ALL DISPUTES BROUGHT PURSUANT TO THIS SUBSECTION (A) ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE.

          (B)          OTHER JURISDICTIONS.  THE BORROWER AGREESTHAT THE ADMINISTRATIVE AGENT, OR ANY LENDER SHALL HAVE THE RIGHT TO PROCEED AGAINST THE BORROWER OR ITS PROPERTY IN A COURT IN ANY LOCATION TO ENABLE SUCH PERSON TO (1) OBTAIN PERSONAL JURISDICTION OVER THE BORROWER OR (2) REALIZE ON ANY SECURITY FOR THEOBLIGATIONS OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF SUCH PERSON.  THE BORROWER AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY SUCH PERSON TO REALIZE ON ANY SECURITY FOR THE OBLIGATIONS OR TOENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PERSON.  THE BORROWER WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH SUCH PERSON HAS COMMENCED A PROCEEDING DESCRIBED IN THIS SUBSECTION (B).

          (C)          VENUE.  THE BORROWER IRREVOCABLY WAIVES ANYOBJECTION (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT,DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH IN ANY JURISDICTION SET FORTH ABOVE.

**          10.14.          WAIVER OF JURY TRIAL.****  EACH OFTHE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTIONWITH THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH.  EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURYAND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.**

          10.15.          WAIVER OF BOND.  EACH OF THE BORROWERWAIVES THE POSTING OF ANY BOND OTHERWISE REQUIRED OF ANY PARTY HERETO IN CONNECTION WITH ANY JUDICIAL PROCESS OR PROCEEDING TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS OR TO ENFORCE ANY JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF SUCHPARTY, OR TO ENFORCE BY SPECIFIC PERFORMANCE, TEMPORARY RESTRAINING ORDER, PRELIMINARY OR PERMANENT INJUNCTION, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.

          10.16.          ADVICE OF COUNSEL.  EACH OF THE PARTIESREPRESENTS TO EACH OTHER PARTY HERETO THAT IT HAS DISCUSSED THIS AGREEMENT AND, SPECIFICALLY, THE PROVISIONS OF SECTION 10.13, WITH ITS COUNSEL.

          10.17.          No Strict Construction.  The partieshereto have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption orburden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

          10.18.          Customer Identification - USA Patriot Act Notice.Each Lender and LaSalle Bank (for itself and not on behalf of any other party) 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 “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 LaSalle Bank, as applicable, to identify the Borrower inaccordance with the Act.

**ARTICLE XI.          THE ADMINISTRATIVE AGENT**

          11.1.          Appointment andAuthorization.  Each Lender hereby irrevocably (subject to Section 11.10) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document andto exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrary containedelsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duty or responsibility except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with anyLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.  Without limiting the generality ofthe foregoing sentence, the use of the term “agent” herein and in other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of anyapplicable law.  Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

          11.2.          Issuing Bank. Each Issuing Bank shall act on behalf of the Lenders (according to their Pro Rata Shares) with respect to any Letters of Credit issued by it and the documents associated therewith.  Each Issuing Bank shall have all of the benefits and immunities(a) provided to the Administrative Agent in this Article XI with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements forletters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Article XI, included the Issuing Bank with respect to such acts or omissions and (b) as additionally provided in thisAgreement with respect to the Issuing Bank.

          11.3.          Delegation ofDuties.  The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys‐in‐fact and shall be entitled to advice of counsel and other consultants orexperts concerning all matters pertaining to such duties.  The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney‐in‐fact that it selects in the absence of gross negligence or willfulmisconduct.

          11.4.          Exculpation of AdministrativeAgent.  None of the Administrative Agent nor any of its directors, officers, employees or agents shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other LoanDocument or the transactions contemplated hereby (except to the extent resulting from its own gross negligence or willful misconduct in connection with its duties expressly set forth herein as determined by a final, nonappealable judgment by a court of competentjurisdiction), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower or any Affiliate of the Borrower, or any officer thereof, contained in this Agreement or in any other LoanDocument, 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 the validity, effectiveness, genuineness,enforceability or sufficiency of this Agreement or any other Loan Document (or the creation, perfection or priority of any Lien or security interest therein), or for any failure of the Borrower or any other party to any Loan Document to perform its Obligationshereunder 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 or any of the Borrower’s Subsidiaries or Affiliates.

          11.5.          Reliance by AdministrativeAgent.  The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, electronic mail message, affidavit, letter,telegram, facsimile, telex or telephone message, statement or other document 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 (includingcounsel 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 shallfirst receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, confirmation from the Lenders of their obligation to indemnify the Administrative Agent against any and all liability and expense which may be incurred byit 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 or any other Loan Document in accordance with a request or consent of theRequired Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon each Lender.  For purposes of determining compliance with the conditions specified in Article V, each Lender that has signed this Agreement shallbe deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received writtennotice from such Lender prior to the proposed Closing Date specifying its objection thereto.

          11.6.          Notice ofDefault.  The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Unmatured Default except with respect to defaults in the payment of principal, interest and fees required to be paid to theAdministrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Unmatured Default and stating that such notice is a“notice of default”.  The Administrative Agent will notify the Lenders of its receipt of any such notice.  The Administrative Agent shall take such action with respect to such Default or Unmatured Default as may be requested by the RequiredLenders in accordance with Article VIII; provided that unless and until the Administrative Agent has received any such request, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect tosuch Default or Unmatured Default as it shall deem advisable or in the best interest of the Lenders.

          11.7.          CreditDecision.  Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review ofthe affairs of the Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession.  Each Lenderrepresents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects,operations, property, financial and other condition and creditworthiness of the Borrower, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder.  Each Lender also represents that it will, independently and withoutreliance upon the Administrative Agent 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 the other LoanDocuments, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower.  Except for notices, reports and other documents expresslyherein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property,financial or other condition or creditworthiness of the Borrower which may come into the possession of the Administrative Agent.

          11.8.          Indemnification.  Whether or not the transactions contemplated hereby are consummated, each Lender shallindemnify upon demand the Administrative Agent and its directors, officers, employees and agents (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), according to its applicable Pro Rata Share,from and against any and all Indemnified Matters (as hereinafter defined); provided that no Lender shall be liable for any payment to any such Person of any portion of the Indemnified Matters to the extent determined by a final, nonappealable judgment by a court ofcompetent jurisdiction to have resulted from the applicable Person’s own gross negligence or willful misconduct.  No action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconductfor purposes of this Section.  Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out‐of‐pocket expenses (including attorney costs and Taxes) incurred by theAdministrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under,this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower.  The undertaking in this Section shall surviverepayment of the Loans, cancellation of the Notes, expiration or termination of the Letters of Credit, any foreclosure under, or modification, release or discharge of, any or all of the Collateral Documents, termination of this Agreement and the resignation orreplacement of the Administrative Agent.

          11.9.          Administrative Agent in IndividualCapacity.  LaSalle Bank and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting orother business with the Borrower and its Affiliates as though LaSalle Bank were not the Administrative Agent hereunder and without notice to or consent of any Lender.  Each Lender acknowledges that, pursuant to such activities, LaSalle Bank or its Affiliates mayreceive information regarding the Borrower or its Affiliates (including information that may be subject to confidentiality obligations in favor of the Borrower or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to providesuch information to them.  With respect to their Loans (if any),  LaSalle Bank and its Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though LaSalle Bank were not the AdministrativeAgent, and the terms “Lender” and “Lenders” include LaSalle Bank and its Affiliates, to the extent applicable, in their individual capacities.

          11.10.          Successor AdministrativeAgent.  The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders.  If the Administrative Agent resigns under this Agreement, the Required Lenders shall, with (so long as no Default exists) theconsent of the Borrower (which shall not be unreasonably withheld or delayed), appoint from among the Lenders a successor agent for the Lenders.  If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, theAdministrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders.  Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers andduties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor agent, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiringAdministrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article 11 and Sections 10.7 and 10.18 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent underthis Agreement.  If no successor agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall neverthelessthereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

          11.11.          CollateralMatters.  The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent under any Collateral Document (i) upon termination of theCommitments and payment in full of all Loans and all other obligations of the Borrower hereunder and the expiration or termination of all Letters of Credit; (ii) constituting property sold or to be sold or disposed of as part of or in connection with anydisposition permitted hereunder; or (iii) subject to Section 9.4, if approved, authorized or ratified in writing by the Required Lenders.  Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the AdministrativeAgent’s authority to release, or subordinate its interest in, particular types or items of collateral pursuant to this Section 11.11.  Each Lender hereby authorizes the Administrative Agent to give blockage notices in connection with any SubordinatedDebt at the direction of Required Lenders and agrees that it will not act unilaterally to deliver such notices.

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

          to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, and all other Obligations that are owing andunpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and theAdministrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Article X, Sections 10.7 and 10.18) allowed in such judicial proceedings; and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, inthe event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and itsagents and counsel, and any other amounts due the Administrative Agent under Article X, Sections 10.7 and 10.18.

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

          11.13.          Other Agents; Arrangers andManagers.  None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “co-agent,” “book manager,”“lead manager,” “arranger,” “lead arranger” or “co-arranger”, if any, shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than, in the case of such Lenders, thoseapplicable to all Lenders as such.  Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender.  Each Lender acknowledges that it has not relied, and will notrely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

**ARTICLE XII.          SETOFF; RATABLE PAYMENTS**

          12.1.          Setoff.  In addition to, and withoutlimitation of, any rights of the Lenders under applicable law, if any Default occurs and is continuing, any indebtedness from any Lender to the Borrower (including all account balances (other than (a) those funds contained in the Custody Agreement dated as ofMarch 26, 2003 between the Borrower and LaSalle Bank to the extent such funds do not constitute property of the Borrower, and (b) any Segregated Accounts deposited with a Lender, now existing or later created), whether provisional or final and whether ornot collected or available) may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereof, shall then be due.

          12.2.          Ratable Payments.  If any Lender, whetherby setoff or otherwise, has payment made to it upon its Loans (other than payments received pursuant to Sections 4.1, 4.2 or 4.4) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion ofthe Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of Loans.  If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or otherprotection for its Obligation or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing tothem.  In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

          12.3.          Application of Payments.  Subjectto the provisions of Section 9.2, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last sentence of this Section 12.3, apply all payments and prepayments inrespect of any Obligations and all proceeds of Collateral in the following order:

(A)          first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender forwhich the Administrative Agent has not then been reimbursed by such Lender or the Borrower;

(B)          second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then beenpaid by the Borrower or reimbursed by the Lenders;

(C)          third, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent;

(D)          fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters ofCredit;

(E)          fifth, to pay interest due in respect of Loans and L/C Obligations;

(F)          sixth, to the ratable payment or prepayment of principal outstanding on Loans and Reimbursement Obligations in such order as the Administrative Agentmay determine in its sole discretion;

(G)          seventh, to provide required cash collateral, if required pursuant to Section 3.11 and

(H)          eighth, to the ratable payment of all other Obligations.

Unless otherwise designated (which designation shall only be applicable prior to the occurrence of a Default) by the Borrower, all principal payments in respect of Loans shall be applied first, to repayoutstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid or prepaid prior to those which have later expiring Interest Periods.  Theorder of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders and the issuer(s) of Letters of Credit as amongthemselves.  The order of priority set forth in clauses (D) through (J) of this Section 12.3 may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by theBorrower, or any other Person.  The order of priority set forth in clauses (A) through (C) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent.

          12.4.          Relations Among Lenders.

(A)          Except with respect to the exercise of set-off rights of any Lender in accordance with Section 12.1, the proceeds of which are applied inaccordance with this Agreement, and except as set forth in the following sentence, each Lender agrees that it will not take any action, nor institute any actions or proceedings, against the Borrower or any other obligor hereunder or with respect to any Loan Document,without the prior written consent of the Required Lenders or, as may be provided in this Agreement or the other Loan Documents, at the direction of the Administrative Agent.

(B)          The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein incase of the Administrative Agent) authorized to act for, any other Lender.  The Administrative Agent shall have the exclusive right on behalf of the Lenders to enforce on the payment of the principal of and interest on any Loan after the date such principal orinterest has become due and payable pursuant to the terms of this Agreement.

**ARTICLE XIII.          BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS**

          13.1.          Successors and Assigns.  The terms andprovisions of the Loan Documents shall be binding upon and inure to the benefit of the Borrower and the Lenders and their respective successors and assigns, except that (i) the Borrower shall not have the right to assign its rights or obligations under the LoanDocuments and (ii) any assignment by any Lender must be made in compliance with Section 13.3 hereof.  Notwithstanding clause (ii) of this Section 13.1, any Lender may at any time, without the consent of the Borrower or the AdministrativeAgent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; provided, however, that no such assignment shall release the transferor Lender from its obligations hereunder.  The Administrative Agent may treat thepayee of any Note as the owner thereof for all purposes hereof unless and until such payee complies with Section 13.3 hereof in the case of an assignment thereof or, in the case of any other transfer, a written notice of the transfer is filed with theAdministrative Agent.  Any assignee or transferee of a Note agrees by acceptance thereof to be bound by all the terms and provisions of the Loan Documents.  Any request, authority or consent of any Person, who at the time of making such request or givingsuch authority or consent is the holder of any Note, shall be conclusive and binding on any subsequent holder, transferee or assignee of such Note or of any Note or Notes issued in exchange therefor.

          13.2.          Participations.

          (A)          Permitted Participants; Effect.  Subject tothe terms set forth in this Section 13.2, any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”) participating interests in any Loan owingto such Lender, any Note held by such Lender, any Revolving Loan Commitment of such Lender, any L/C Interest of such Lender or any other interest of such Lender under the Loan Documents on a pro rata or non-pro rata basis.  Notice of such participation to theBorrower and the Administrative Agent shall be required prior to any participation becoming effective with respect to a Participant which is not a Lender or an Affiliate thereof.  In the event of any such sale by a Lender of participating interests to aParticipant, such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Note for allpurposes under the Loan Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly withsuch Lender in connection with such Lender’s rights and obligations under the Loan Documents except that, for purposes of Article IV hereof, the Participants shall be entitled to the same rights as if they were Lenders.  The Lender selling aparticipating interest on its Loan, and the Participant(s) therein, shall bear their own fees and expenses incurred in connection with any such participation, and the Borrower shall have no obligation for any such fees or expenses.

          (B)          Voting Rights.  Each Lender shall retain thesole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver with respect to any Loan or Revolving Loan Commitment in which suchParticipant has an interest which forgives principal, interest or fees or reduces the interest rate or fees payable pursuant to the terms of this Agreement with respect to any such Loan or Revolving Loan Commitment, postpones any date fixed for anyregularly-scheduled payment of principal of, or interest or fees on, any such Loan or Revolving Loan Commitment, or releases a significant portion of the Collateral, if any, securing any such Loan.

          (C)          Benefit of Setoff.  The Borrower agrees thateach Participant shall be deemed to have the right of setoff provided in Section 12.1 hereof in respect to its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directlyto it as a Lender under the Loan Documents, provided that each Lender shall retain the right of setoff provided in Section 12.1 hereof with respect to the amount of participating interests sold to each Participant except to the extent such Participant exercisesits right of setoff.  The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 12.1 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right ofsetoff, such amounts to be shared in accordance with Section 12.2 as if each Participant were a Lender.

          13.3.          Assignments.

          (A)          Permitted Assignments.  Any Lender may, inthe ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (“Purchasers”) all or a portion of its rights and obligations under this Agreement (including, without limitation, itsRevolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this Section 13.3.  Eachassignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s rights and obligations under this Agreement.  Such assignment shall be substantially in the form of Exhibit E hereto and shall not be permittedhereunder unless such assignment is either for all of such Lender’s rights and obligations under the Loan Documents or, without the prior written consent of the Administrative Agent, involves loans and commitments in an aggregate amount of at least $5,000,000(which minimum amount may be waived by the Required Lenders after the occurrence of a Default or Unmatured Default).  The consent of the Administrative Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in eachsuch case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof.  The Lender assigning an interest in its Loan, and the Purchase(s) thereof,shall bear their own fees and expenses incurred in connection with any such transaction, and the Borrower shall have no obligation for any such fees or expenses.

          (B)          Effect; Effective Date.  Upon (i) deliveryto the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a “Notice of Assignment”), together with any consent required by Section 13.3.(A) hereof, and (ii), in the case ofan assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment of a $3,500 fee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are “plan assets” asdefined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA.  On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for allpurposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent oraction by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and newNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

          (C)          The Register.  The Administrative Agentshall maintain at its address referred to in Section 14.1 a copy of each assignment delivered to and accepted by it pursuant to this Section 13.3 and a register (the “Register”) for the recordation of the names and addresses of the Lenders and theRevolving Loan Commitment of and principal amount of the Loans owing to, each Lender from time to time and whether such Lender is an original Lender or the assignee of another Lender pursuant to an assignment under this Section 13.3.  The entries in theRegister shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

          13.4.          Confidentiality.  Subject toSection 13.5, the Administrative Agent and the Lenders shall hold all nonpublic information obtained pursuant to the requirements of this Agreement and identified as such by the Borrower in accordance with such Person’s customary procedures for handlingconfidential information of this nature and in accordance with safe and sound banking practices and in any event may make disclosure reasonably required by a prospective Transferee in connection with the contemplated participation or assignment or as required orrequested by any Governmental Authority or representative thereof or pursuant to legal process and shall require any such Transferee to agree (and require any of its Transferees to agree) to comply with this Section 13.4.  In no event shall theAdministrative Agent or any Lender be obligated or required to return any materials furnished by the Borrower; provided, however, each prospective Transferee shall be required to agree that if it does not become a participant or assignee it shall return all materialsfurnished to it by or on behalf of the Borrower in connection with this Agreement.

          13.5.          Dissemination of Information.  TheBorrower authorizes each Lender to disclose to any Participant or Purchaser or any other Person acquiring an interest in the Loan Documents by operation of law (each a “Transferee”) and any prospective Transferee any and all information in suchLender’s possession concerning the Borrower; provided that prior to any such disclosure, such prospective Transferee shall agree to preserve in accordance with Section 13.4 the confidentiality of any confidential information described therein.

**ARTICLE XIV.          NOTICES**

          14.1.          Giving Notice.  Except as otherwisepermitted by Section 2.14 with respect to borrowing notices, all notices and other communications provided to any party hereto under this Agreement or any other Loan Documents shall be in writing or by telex or by facsimile and addressed or delivered to suchparty at its address set forth below its signature hereto or at such other address as may be designated by such party in a notice to the other parties.  Any notice, if mailed and properly addressed with postage prepaid, shall be deemed given when received; anynotice, if transmitted by telex or facsimile, shall be deemed given when transmitted (answerback confirmed in the case of telexes).

          14.2.          Change of Address.  The Borrower, theAdministrative Agent and any Lender may each change the address for service of notice upon it by a notice in writing to the other parties hereto.

**ARTICLE XV.          COUNTERPARTS**

          This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties heretomay execute this Agreement by signing any such counterpart.  This Agreement shall be effective when it has been executed by the Borrower, the Administrative Agent and the Lenders and each party has notified the Administrative Agent by telex or telephone, that ithas taken such action.

          IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent have executed this Amended and Restated Credit Agreement as of the date firstabove written.

| STRATEGIC ENERGY, L.L.C.   as the Borrower                                                                                                                                                                                    |
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| By:     /s/Lee McCracken                                                                                                                                                                                  |
| Name:  Lee McCracken                                                                                                                                                                                                     |
| Title:   Vice President-Finance                                                                                                                                                                                     |
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| Address:       Two Gateway Center                       Pittsburgh, PA 15222-1458 |
| Attention:              Lee McCracken, Vice President-Finance                                                                                                |
| Telephone No.:         412-394-5674                                                                                                                                                   |
| Facsimile No.:          412-394-6664                                                                                                                                             |

| LASALLE BANK NATIONAL ASSOCIATION   as Administrative Agent, as a Lender and as an Issuing Bank                                                                                                                                 |
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| By:     /s/Mark H. Veach                                                                                                                                                                                    |
| Name:  Mark H. Veach                                                                                                                                                                                                       |
| Title:    First Vice President                                                                                                                                                                                   |
|                                                                                                                                                                                                                                      |
| Address:      30 South Meridian Street, Suite 800                      Indianapolis, IN 46204 |
| Attention:      Mark H. Veach                                                                                                                                                                          |
| Telephone No.: 317-756-7011                                                                                                                                                                                                     |
| Facsimile No.:  317-756-7021                                                                                                                                                                                               |
| PNC BANK, National Association   as a Syndication Agent and Lender                                                                                                                                                                                                                                                                                                           |
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| By:     /s/Thomas A. Majeski                                                                                                                                                                                                                                                                                                                             |
| Name:  Thomas A. Majeski                                                                                                                                                                                                                                                                                                                                                |
| Title:   Vice President                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                   |
| Address:       One PNC Plaza, 2nd Floor                      249 Fifth Avenue                      Pittsburgh, PA 15222-2707 |
| Attention:      Thomas A. Majeski                                                                                                                                                                                                                                                                                                                   |
| Telephone No.: 412-762-2431                                                                                                                                                                                                                                                                                                                                                  |
| Facsimile No.:  412-762-6484                                                                                                                                                                                                                                                                                                                                            |
| CITIZENS BANK OF PENNSYLVANIA   as  Lender                                                                                                                                                                                    |
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| By:     /s/Dwayne R. Finney                                                                                                                                                                                         |
| Name:  Dwayne R. Finney                                                                                                                                                                                                            |
| Title:   Vice President                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                              |
| Address:       525 William Penn Place, 29th Floor                      Pittsburgh, PA 15219-1729 |
| Attention:      Dwayne R. Finney                                                                                                                                                                               |
| Telephone No.: 412-867-2425                                                                                                                                                                                                             |
| Facsimile No.:  412-552-6307                                                                                                                                                                                                       |
| PROVIDENT BANK   as Lender                                                                                                                                                                                               |
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| By:     /s/Brian Ciaverella                                                                                                                                                                               |
| Name:  Brian Ciaverella                                                                                                                                                                                                  |
| Title:   Senior Vice President                                                                                                                                                                                      |
|                                                                                                                                                                                                                                    |
| Address:       309 Vine Street -- 235D                       Cincinnati, OH 45202 |
| Attention:      Brian Ciaverella                                                                                                                                                                     |
| Telephone No.: 412-263-4890                                                                                                                                                                                                   |
| Facsimile No.:  412-263-4732                                                                                                                                                                                             |
| FIFTH THIRD BANK   as Lender                                                                                                                                                                                     |
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| By:     /s/Jim Janovsky                                                                                                                                                                 |
| Name:  Jim Janovsky                                                                                                                                                                                              |
| Title:   Vice President                                                                                                                                                                                     |
|                                                                                                                                                                                                                            |
| Address:       1404 East Ninth Street                      Cleveland, OH 44114 |
| Attention:       Jim Janovsky                                                                                                                                                           |
| Telephone No.: 412-937-1855 x 27                                                                                                                                                                                      |
| Facsimile No.:  412-937-9896                                                                                                                                                                                     |
| SKY BANK   as Lender                                                                                                                                                                                                                                                                                                                                                            |
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| By:     /s/W. Christopher Kohler                                                                                                                                                                                                                                                                                                                                 |
| Name:  W. Christopher Kohler                                                                                                                                                                                                                                                                                                                                                    |
| Title:   Vice President                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                           |
| Address:       The Times Building                       336 Fourth Avenue                       Pittsburgh, PA  15222 |
| Attention:      W. Christopher Kohler                                                                                                                                                                                                                                                                                                                       |
| Telephone No.: (412) 227-6496                                                                                                                                                                                                                                                                                                                                                        |
| Facsimile No.:  (412) 227-4866                                                                                                                                                                                                                                                                                                                                                  |