$50,000,000****REVOLVING
      CREDIT FACILITY




CREDIT
      AGREEMENT




by
      and
      among




STRATEGIC
      ENERGY, L.L.C.




and




THE
      LENDERS PARTY HERETO




and




PNC
      BANK,
      NATIONAL ASSOCIATION, As Administrative Agent




Dated
      as
      of October 3, 2007













1.
            CERTAIN
                DEFINITIONS
            11.1           Certain
                Definitions
            11.2           Construction
            191.3           Accounting
                Principles
            192.
            REVOLVING
                CREDIT FACILITY
            202.1           Commitments.
            202.2           Nature
                of Lenders' Obligations with Respect to Loans.
            202.3           Commitment
                Fees.
            202.4           Facility
                Fees.
            202.5           Loan
                Requests.
            202.6Making
                Loans;
                Presumptions by the Administrative Agent; Repayment of
                Loans.
            202.7           Notes.
            212.8           Use
                of Proceeds.
            212.9           Letter
                of Credit Subfacility.
            213.
            INTENTIONALLY
                OMITTED
            274.
            INTEREST
                RATES
            274.1           Interest
                Rate Options.
            274.2           Interest
                Periods.
            284.3           Interest
                After Default.
            284.4LIBOR
                Rate
                Unascertainable; Illegality; Increased Costs; Deposits Not
                Available.
            284.5           Selection
                of Interest Rate Options.
            295.
            PAYMENTS
            295.1           Payments.
            295.2           Pro
                Rata Treatment of Lenders.
            305.3           Sharing
                of Payments by Lenders.
            305.4           Presumptions
                by Administrative Agent.
            305.5           Interest
                Payment Dates.
            315.6           Voluntary
                Prepayments.
            315.7           Mandatory
                Prepayments.
            325.8           Increased
                Costs.
            325.9           Taxes.
            345.10          Indemnity.
            356.
            REPRESENTATIONS
                AND WARRANTIES
            366.1           Representations
                and Warranties.
            366.2           Updates
                to Schedules.
            397.
            CONDITIONS
                OF LENDING AND ISSUANCE OF LETTERS OF CREDIT
            397.1           First
                Loans and Letters of Credit.
            39















7.2           Each
                Loan or Letter of Credit.
            418.
            COVENANTS
            418.1           Affirmative
                Covenants.
            418.2           Negative
                Covenants.
            438.3           Reporting
                Requirements.
            489.
            DEFAULT
            509.1           Events
                of Default.
            509.2           Consequences
                of Event of Default.
            5210.
            THE
                ADMINISTRATIVE AGENT
            5410.1           Appointment
                and Authority.
            5410.2           Rights
                as a Lender.
            5410.3           Exculpatory
                Provisions.
            5410.4           Reliance
                by Administrative Agent.
            5510.5           Delegation
                of Duties.
            5510.6           Resignation
                of Administrative Agent.
            5510.7           Non-Reliance
                on Administrative Agent and Other Lenders.
            5610.8           No
                Other Duties, etc.
            5610.9           Administrative
                Agent's Fee.
            5610.10         Authorization
                to Release Collateral and Guarantors.
            5610.11  
No
                Reliance on Administrative Agent's Customer Identification
                Program.
            5610.12         Intercreditor
                Agreement.
            5711.
            MISCELLANEOUS
            5711.1           Modifications,
                Amendments or Waivers.
            5711.2           No
                Implied Waivers; Cumulative Remedies.
            5811.3           Expenses;
                Indemnity; Damage Waiver.
            5811.4           Holidays.
            5911.5           Notices;
                Effectiveness; Electronic Communication.
            5911.6           Severability.
            6011.7           Duration;
                Survival.
            6011.8           Successors
                and Assigns.
            6011.9           Confidentiality.
            6311.10         Counterparts;
                Integration; Effectiveness.
            6411.11  
                CHOICE
                OF LAW; SUBMISSION
                TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF JURY
                TRIAL.
            6411.12         USA
                Patriot Act Notice.
            65





ii





**LIST
      OF SCHEDULES AND EXHIBITS**







**SCHEDULES**




SCHEDULE
                1.1(A)
            -
            PRICING
                GRIDSCHEDULE
                1.1(B)
            -
            COMMITMENTS
                OF LENDERS AND ADDRESSES FOR NOTICESSCHEDULE
                1.1(P)(1)
            -
            EXISTING
                PERMITTED INVESTMENTSSCHEDULE
                1.1(P)(2)
            -
            PERMITTED
                LIENSSCHEDULE
                6.1.1
            -
            QUALIFICATIONS
                TO DO BUSINESSSCHEDULE
                6.1.2
            -
            SUBSIDIARIESSCHEDULE
                6.15
            -
            LITIGATIONSCHEDULE
                6.1.14
            -
            ENVIRONMENTAL
                DISCLOSURESSCHEDULE
                7.1.1
            -
            OPINION
                OF COUNSELSCHEDULE
                8.1.3
            -
            INSURANCE
                REQUIREMENTS RELATING TO COLLATERALSCHEDULE
                8.2.1
            -
            PERMITTED
                INDEBTEDNESS





**EXHIBITS**




EXHIBIT
                1.1(A)
            -
            ASSIGNMENT
                AND ASSUMPTION AGREEMENTEXHIBIT
                1.1(G)(1)
            -
            GUARANTOR
                JOINDEREXHIBIT
                1.1(G)(2)
            -
            GUARANTY
                AGREEMENTEXHIBIT
                1.1(G)(3)
            -
            GREAT
                PLAINS GUARANTY AGREEMENTEXHIBIT
                1.1(I)
            -
            INTERCOMPANY
                SUBORDINATION AGREEMENTEXHIBIT
                1.1(N)
            -
            REVOLVING
                CREDIT NOTEEXHIBIT
                1.1(P)(1)
            -
            PATENT,
                TRADEMARK AND COPYRIGHT SECURITY AGREEMENTEXHIBIT
                1.1(P)(2)
            -
            PLEDGE
                AGREEMENTEXHIBIT
                1.1(S)(1)
            -
            SECURITY
                AGREEMENTEXHIBIT
                1.1(S)(2)
            -
            SUBORDINATION
                AGREEMENTEXHIBIT
                2.5
            -
            LOAN
                REQUESTEXHIBIT
                8.3.1
            -
            BORROWING
                BASE CERTIFICATEEXHIBIT
                8.3.4
            -
            QUARTERLY
                COMPLIANCE CERTIFICATE



















**CREDIT
      AGREEMENT**




THIS
      CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of October
      3, 2007, and is made by and among STRATEGIC ENERGY, L.L.C., a Delaware limited
      liability company (the "Borrower"), each of the GUARANTORS (as hereinafter
      defined and other than Great Plains Energy Incorporated), the LENDERS (as
      hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as
      administrative agent for the Lenders under this Agreement (hereinafter referred
      to in such capacity as the "Administrative Agent").




The
      Borrower has requested the Lenders to provide a revolving credit facility
      to the Borrower in an aggregate principal amount not to exceed
      $50,000,000.  In consideration of their mutual covenants and
      agreements hereinafter set forth and intending to be legally bound hereby,
      the
      parties hereto covenant and agree as follows:




1.           CERTAIN
      DEFINITIONS




1.1           Certain
      Definitions.




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




Account
      shall mean any account, contract right, general intangible, chattel paper,
      instrument or document representing any right to payment for goods sold or
      services rendered, whether or not earned by performance and whether or not
      evidenced by a contract, instrument or document, which is now owned or hereafter
      acquired by any Borrower or any of its Subsidiaries.




Account
      Debtor shall mean any Person who is or who may become obligated to the
      Borrower or any of its Subsidiaries under, with respect to, or on account of,
      an
      Account.




Acquisition
      shall mean any acquisition whether by purchase or by merger, (i) all of the
      ownership interests of another Person or (ii) substantially all of assets
      of another Person, constituting a business or division of another
      Person.




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


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


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




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













Applicable
      Commitment Fee Rate shall mean the percentage rate per annum based on the
      Unused Availability then in effect according to the pricing grid on Schedule
      1.1(A) below the heading "Commitment Fee."




Applicable
      Letter of Credit Fee Rate shall mean the percentage rate per annum based on
      the Unused Availability then in effect according to the pricing grid on
Schedule 1.1(A) below the heading "Letter of Credit Fee."




Applicable
      Margin shall mean, as applicable:




(A)           the
      percentage spread to be added to the Base Rate applicable to Loans under the
      Base Rate Option based on the Unused Availability then in effect according
      to
      the pricing grid on Schedule 1.1(A) below the heading "Base Rate Spread",
      or




(B)           the
      percentage spread to be added to the LIBOR Rate applicable to Loans under the
      LIBOR Rate Option based on the Unused Availability then in effect according
      to
      the pricing grid on Schedule 1.1(A) below the heading "LIBOR Rate
      Spread".




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




Assignment
      and Assumption means an assignment and assumption entered into by a Lender
      and an assignee permitted under Section 11.8 [Successors and Assigns], in
      substantially the form of Exhibit1.1(A).




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




Base
      Rate shall mean the greater of (i) the interest rate per annum
      announced from time to time by the Administrative Agent at its Principal Office
      as its then prime rate, which rate may not be the lowest rate then being charged
      commercial borrowers by the Administrative Agent, or (ii) the Federal Funds
      Open Rate, plus one half of one percent (0.5%) per annum.




Base
      Rate Option shall mean the option of the Borrower to have Loans bear
      interest at the rate and under the terms set forth in either
      Section 4.1.1(i) [Base Rate Option].




Borrower
      shall mean Strategic Energy, L.L.C., a limited liability company organized
      and
      existing under the laws of the State of Delaware.




Borrowing
      Base shall mean at any time the sum of (i) 85% of Eligible Receivables
      ("Receivables Portion"), plus (ii) either the amount of the GPE
      Letter of Credit or the GPE Limited Guaranty Amount other than the GPE
      Guaranty Increases occurring pursuant to Section 9.1.11 [Breach of Fixed
      Charge Coverage Ratio]; provided that any increase in the amount of
      the GPE Limited Guaranty Amount is made pursuant to an amendment to the GPE
      Guaranty in form and substance satisfactory to the Administrative Agent in
      its
      sole discretion and at a time when GPE's long term senior unsecured debt is
      rated at least Baa3 by Moody's Investors Service or at least BBB- by Standard
      & Poor's Ratings Group, less (iii) the Securitization
      Usage.  Notwithstanding anything to the contrary herein, the
      Administrative Agent may, in its sole discretion, at any time hereafter,
      decrease the advance percentage for Eligible Receivables, or increase the level
      of any reserves or ineligibles, or define or maintain such other
      reserves






-2-








or
      ineligibles, as the Administrative Agent may deem necessary or appropriate
      in
      the exercise of it reasonable discretion and based on (1) its analysis of the
      financial condition of the Borrower or (2) any change in the status of the
      Eligible Receivables pursuant to an audit by the Administrative
      Agent.  Any such change shall become effective immediately upon
      written notice from the Administrative Agent to the Borrower for the purpose
      of
      calculating the Borrowing Base hereunder.  For purposes of determining
      the Borrowing Base, (a) the Receivables Portion shall be determined from the
      most recent Borrowing Base Certificate and (b) the GPE Limited Guaranty Amount,
      GPE Letter of Credit amount and Securitization Usage shall be determined
      daily.




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




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




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




Capital
      Stock shall mean (i) in the case of a corporation, corporate stock, (ii) in
      the case of an association or business entity, 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 participation that confers
      on
      a Person the right to receive a share of the profits and losses of, or
      distributions of assets of, the issuing Person.




Cash
      Equivalents shall mean (i) marketable direct obligations issued or
      unconditionally guaranteed by the United States government and 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
      under the 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 such deposits 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 Baa3 by 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 Cash Equivalents shall not exceed 365 days.




Change
      in Law shall mean the occurrence, after the date of this Agreement, of any
      of the following: (a) the adoption or taking effect of any Law,
      (b) any change in any Law or in the administration, interpretation or
      application thereof by any Official Body or (c) the making or issuance of
      any request, guideline or directive (whether or not having the force of Law)
      by
      any Official Body.




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






-3-








(ii)  the
      Borrower consolidates with or merges into another corporation or conveys,
      transfers or leases all or substantially all of its property to any Person,
      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 Potential Default or Event
      of
      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% or more 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 Loan
      Documents.




Closing
      Date shall mean the Business Day on which the first Loan shall be made,
      which shall be October 3, 2007.




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




Collateral
      shall mean all property and interests in property now owned or hereafter
      acquired by the Borrower or any of its Subsidiaries in or upon which a security
      interest, lien or mortgage is granted to the Administrative Agent, for the
      benefit of the Lenders, including under the (i) Security Agreement (ii) Pledge
      Agreement, or (iii) Patent, Trademark and Copyright Security Agreement;
      provided, however, that “Collateral” shall not include the Excluded
      Collateral.




Commitment
      shall mean, as to any Lender at any time, the amount initially set forth
      opposite its name on Schedule1.1(B) in the column labeled
      "Amount of Commitment for Loans," as such Commitment is thereafter assigned
      or
      modified and Commitments shall mean the aggregate Commitments of all of
      the Lenders.




Commitment
      Fee shall have the meaning specified in Section 2.3 [Commitment
      Fees].




Compliance
      Certificate shall have the meaning specified in Section 8.3.4 [Certificate
      of the Borrower].




Complying
      Lender shall mean any Lender which is not a Non-Complying
      Lender.




Commodities
      Contracts****means any and all domestic and foreign
      commodity futures contracts, physical commodities contracts, exchanges for
      physical commodities, options on domestic and foreign commodity contracts,
      spot
      commodities contracts, commodities swaps and swap options, or other commodities
      related derivatives on one or more rates, currencies, commodities, equity
      securities or other equity instruments, debt securities or other debt
      instruments, economic indices or measures of economic risk or value or other
      benchmarks against which payments or deliveries are to be
      made.  Commodities Contacts shall be deemed Hedging Obligations for
      purposes of this Agreement.




Contract
      shall mean, with respect to any Receivable, any and all contracts, instruments,
      agreements, leases, invoices, notes or other writings pursuant to which such
      Receivable arises or that evidence such Receivable or under which an Obligor
      becomes or is obligated to make payment in respect of such
      Receivable.




Distributions
      means (i) any dividend or other distribution, direct or indirect, on account
      of
      any Equity Interests of the Borrower now 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 or indirect, of
      any
      Equity Interests of the Borrower or any of its Subsidiaries now or hereafter
      outstanding.






-4-








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




Drawing
      Date shall have the meaning specified in Section 2.9.3 [Disbursements,
      Reimbursement].




EBITDA  shall
      mean, 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 expense to 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, including non-cash charges for mark to market adjustments under FAS
      133,
less (vii) non-cash gains to the extent reflected in Net Income,
      including non-cash gains for mark to market adjustments under FAS
      133.




Eligible
      Receivables as used herein shall mean the Eligible Receivables as such term
      is defined in the Receivables Purchase Agreement as of the Closing
      Date.




Energy
      Purchase Contracts shall mean those physical and financial wholesale
      agreements between Borrower and a counterparty for the purpose of buying and
      selling electric energy in the ordinary course of its business.




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




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




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




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




ERISA
      Event means (a) a reportable event (under Section 4043 of ERISA and
      regulations thereunder) with respect to a Pension Plan; (b) a withdrawal by
      Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063
      of
      ERISA during a plan year in which it was a substantial employer (as defined
      in
      Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as
      such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial
      withdrawal by Borrower or any ERISA Affiliate from a Multiemployer Plan or
      notification that a Multiemployer Plan is in reorganization; (d) the filing
      of a
      notice of intent to terminate, the treatment of a Plan amendment as a
      termination under Sections 4041 or 4041A of ERISA, or the commencement of
      proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan;
      (e)
      an event or condition which constitutes grounds






-5-








under
      Section 4042 of ERISA for the termination of, or the appointment of a trustee
      to
      administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of
      any
      liability under Title IV of ERISA, other than for PBGC premiums due but not
      delinquent under Section 4007 of ERISA, upon Borrower or any ERISA Affiliate;
      provided that it shall not constitute an "ERISA Event" hereunder unless it
      is
      reasonably likely to result in liability of $1,000,000 or more to the Borrower
      or its Subsidiaries.




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




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




Excluded
      Collateral shall mean (1) Transferred Receivables; (2) all cash and
      letter-of-credit rights held by the Borrower as “Performance Assurance”, “Posted
      Credit Support” or “Adequate Assurance of Performance” as those terms are
      defined in the Energy Purchase Contracts, 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 (as may be amended, restated,
      modified, or replaced with any Lender or any other financial institution that
      is
      reasonably satisfactory to the Administrative Agent; (3) any Collateral in
      which
      the Borrower has granted a security interest, or in the future 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, EEI Master
      Power Purchase and Sale Agreement, ISDA Master Agreement or the ISDA Energy
      Agreement Bridge) entered into with a third party with whom it has entered
      into
      an Energy Purchase Contract, but only to the extent that such Collateral
      consists of present or future payment obligations of such third party to the
      Borrower arising under the Energy Purchase Contract entered into between the
      Borrower and said third party; and (4) only to the extent (i) a security
      interest in such property in favor of the Administrative Agent, for the benefit
      of the Lenders, violates the express written terms and conditions of a
      commodities brokerage account(s) established by the Borrower with a commodities
      broker for the purpose of transacting in Commodities Contracts, (ii) such
      property is subject to a lien, security interest and right of set-off and
      recoupment in the commodities broker’s favor to secure the Borrower’s
      indebtedness and obligations to such broker, and (iii) such property does not
      exceed by more than ten percent (10%) the minimum amount of property then
      required under the terms of such commodities brokerage account(s) to be pledged
      to such commodities broker or otherwise to be maintained in such commodities
      account, the contents of such commodities account, including any such
      Commodities Contracts, monies, proceeds, securities, or other property which
      are
      held by a commodities broker, or its agents or affiliates, for the
      Borrower.




Excluded
      Taxes shall mean, with respect to the Administrative Agent, any Lender, the
      Issuing Lender or any other recipient of any payment to be made by or on account
      of any obligation of the Borrower hereunder, (a) taxes imposed on or
      measured by its overall net income (however denominated), and franchise taxes
      imposed on it (in lieu of net income taxes), by the jurisdiction (or any
      political subdivision thereof) under the Laws of which such recipient is
      organized or in which its principal office is located or, in the case of any
      Lender, in which its applicable lending office is located, (b) any branch
      profits taxes imposed by the United States of America or any similar tax imposed
      by any other jurisdiction in which the Borrower is located and (c) in the
      case of a Foreign Lender, any withholding tax that is imposed on amounts payable
      to such Foreign Lender at the time such Foreign Lender becomes a party hereto
      (or designates a new lending office) or is attributable to such Foreign Lender’s
      failure or inability (other than as a result of a Change in Law) to comply
      with
      Section 5.9.5[Taxes –Status of Lenders], except to the extent that such Foreign
      Lender (or its assignor, if any) was entitled, at the time of designation
      of a new lending office (or assignment), to receive additional amounts from
      the
      Borrower with respect to such withholding tax pursuant to Section 5.9.1 [Taxes
–
Payment Free of Taxes].




-6-







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




Expiration
      Date shall mean, with respect to the Commitments, October 3,
      2010.




Facility
      Availability shall mean, as of any given day, the difference between (i) the
      lesser of the Borrowing Base or the Commitment minus (ii) the Facility
      Usage.




Facility
      Fees shall mean the fees referred to in Sections 2.4 [Facility
      Fees].




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




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




Federal
      Funds Open Rate.  The rate per annum determined by the
      Administrative Agent in accordance with its usual procedures (which
      determination shall be conclusive absent manifest error) to be the "open" rate
      for federal funds transactions as of the opening of business for federal funds
      transactions among members of the Federal Reserve System arranged by federal
      funds brokers on such day, as quoted by Garvin Guybutler, any successor entity
      thereto, or any other broker selected by the Administrative Agent, as set forth
      on the applicable Telerate display page; provided, however; that
      if such day is not a Business Day, the Federal Funds Open Rate for such day
      shall be the "open" rate on the immediately preceding Business Day, or if no
      such rate shall be quoted by a Federal funds broker at such time, such other
      rate as determined by the Administrative Agent in accordance with its usual
      procedures.




Fixed
      Charge Coverage Ratio is defined in Section 8.2.18 [Minimum Fixed
      Charge Coverage Ratio] hereof.




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




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




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




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




GPE  shall
      mean Great Plains Energy, Incorporated, a Missouri corporation.




-7-




GPE
      Cash Infusion means the purchase by GPE or its Subsidiaries for cash of
      additional Equity Interests of Borrower or cash capital contributions 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 in the GPE
      Guaranty.




GPE
      Guarantee Increase means (i) any increase in the amount of the GPE
      Limited Guaranty Amount made pursuant to an amendment to the GPE Guaranty
      in form and substance satisfactory to the Administrative Agent in its sole
      discretion and at a time when GPE's long term senior unsecured debt is rated
      at
      least Baa3 by Moody's Investors Service or at least BBB- by Standard &
Poor's Ratings Group or (ii) any increase in the GPE Letter of Credit, if
      one is in effect, pursuant to an amendment in form and substance satisfactory
      to
      the Administrative Agent in its sole discretion.




GPE
      Guaranty shall mean the Limited Continuing Agreement of Guaranty and
      Suretyship in substantially the form of Exhibit1.1(G)(3)
      (as amended, restated, supplemented or otherwise modified from time to time)
      executed and delivered by GPE.




GPE
      Letter of Credit means a letter of credit issued in favor of the
      Administrative Agent (i) within ten (10) calendar days of GPE's long term senior
      unsecured debt no longer being rated at least Baa3 by Moody's Investor
      Service or BBB- by Standard & Poor's Rating Group or (ii) prior to the
      termination of the GPE Guaranty.  Such letter of credit shall be
      issued by a lender satisfactory to the Administrative Agent in its sole
      discretion, in an amount equal to the GPE Limited Guaranty Amount and shall
      not
      expire (or fail to be renewed) prior to the Expiration Date.




GPE
      Limited Guaranty Amount shall mean the principal amount of the Obligations
      guaranteed pursuant to the GPE Guaranty, which amount is $12,500,000 as of
      the
      Closing Date and may be increased (but not decreased below $12,500,000) by
      GPE
      by a GPE Guarantee Increase.




Guarantor
      shall mean (i) GPE and (ii) each of the parties to this Agreement which is
      designated as a "Guarantor" on the signature page hereof and each other Person
      which joins this Agreement as a Guarantor after the date hereof.




Guarantor
      Joinder shall mean a joinder by a Person as a Guarantor under the Loan
      Documents in the form of
Exhibit1.1(G)(1).




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




Guaranty
      Agreement shall mean the Continuing Agreement of Guaranty and Suretyship in
      substantially the form of Exhibit1.1(G)(2) (as amended,
      restated, supplemented or otherwise modified from time to time) executed and
      delivered by each of the Guarantors (other than GPE).




Hedging
      Obligations of a Person means any and all obligations of such Person,
      whether absolute or contingent and howsoever and whensoever 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 from
      the
      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 the foregoing; 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.




-8-




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




Indemnified
      Taxes shall mean Taxes other than Excluded Taxes.




Indemnitee
      shall have the meaning specified in Section 11.3.2 [Indemnification by the
      Borrower].




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




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




Intercompany
      Subordination Agreement shall mean a Subordination Agreement among the
      Borrower and each of its Subsidiaries (other than Strategic Receivables) in
      the
      form attached hereto as Exhibit1.1(I) (as amended,
      restated, supplemented or otherwise modified from time to time).




Intercreditor
      Agreement shall mean that certain Intercreditor Agreement, dated as of the
      date hereof, among Borrower, the Administrative Agent and PNC Bank, as
      administrator under the Receivables Purchase Agreement, as amended, restated,
      supplemented or otherwise modified from time to time.




Interest
      Expense shall mean, for any period, the total interest expense of the
      Borrower and its consolidated Subsidiaries, whether paid or accrued (including
      the interest component of any 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
      GAAP.




Interest
      Period shall mean the period of time selected by the Borrower in connection
      with (and to apply to) any election permitted hereunder by the Borrower to
      have
      Loans bear interest under the LIBOR Rate Option.  Subject to the last
      sentence of this definition, such period shall be one, two, three or six
      Months.  Such Interest Period shall commence on the effective date of
      such Interest Rate Option,


-9-







which
      shall be (i) the Borrowing Date if the Borrower is requesting new Loans, or
      (ii)
      the date of renewal of or conversion to the LIBOR Rate Option if the Borrower
      is
      renewing or converting to the LIBOR Rate Option applicable to outstanding
      Loans.  Notwithstanding the second sentence hereof: (A) any Interest
      Period which would otherwise end on a date which is not a Business Day shall
      be
      extended to the next succeeding Business Day unless such Business Day falls
      in
      the next calendar month, in which case such Interest Period shall end on the
      next preceding Business Day, and (B) the Borrower shall not select, convert
      to
      or renew an Interest Period for any portion of the Loans that would end after
      the Expiration Date.




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




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




IRS
      shall mean the Internal Revenue Service.




Issuing
      Lender means PNC Bank, in its individual capacity as issuer of Letters of
      Credit hereunder and any other Lender that Borrower, Administrative Agent and
      such other Lender may agree may from time to time issue Letters of Credit
      hereunder.




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




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




Lender
      Provided Interest Rate Hedge shall mean an Interest Rate Hedge which is
      provided by any Lender or its Affiliate and with respect to which the
      Administrative Agent confirms: (i) is documented in a standard International
      Swap Dealer Association Agreement, (ii) provides for the method of calculating
      the reimbursable amount of the provider's credit exposure in a reasonable and
      customary manner, and (iii) is entered into for hedging (rather than
      speculative) purposes.




Lenders
      shall mean the financial institutions named on Schedule1.1(B) and their respective successors and assigns as
      permitted hereunder, each of which is referred to herein as a
      Lender.  For the purpose of any Loan Document which provides for the
      granting of a security interest or other Lien to the Lenders or to the
      Administrative Agent for the benefit of the Lenders as security for the
      Obligations, "Lenders" shall include any Affiliate of a Lender to which such
      Obligation is owed.




Letter
      of Credit shall have the meaning specified in Section 2.9.1 [Issuance
      of Letters of Credit].




Letter
      of Credit Borrowing shall have the meaning specified in Section 2.9.3
      [Disbursements, Reimbursement].




Letter
      of Credit Fee shall have the meaning specified in Section 2.9.2 [Letter
      of Credit Fees].




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




-10-




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




Average
      of London interbank offered rates quoted




by
      Bloomberg or appropriate successor as shown on




LIBOR
                =
            Bloomberg
                Page BBAM1


1.00
                - LIBOR Reserve Percentage




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




LIBOR
      Rate Option shall mean shall mean the option of the Borrower to have Loans
      bear interest at the rate and under the terms set forth in
      Section 4.1.1(ii)  [LIBOR Rate Option].




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




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




Loan
      Documents shall mean this Agreement, the Administrative Agent's Letter, the
      Guaranty Agreement, the GPE Guaranty Agreement, the Subordination Agreement,
      the
      Intercompany Subordination Agreement, the Intercreditor Agreement, the Notes,
      the Patent, Trademark and Copyright Security Agreement, the Pledge Agreement,
      the Security Agreement, and any other instruments, certificates or documents
      delivered in connection herewith or therewith.




Loan
      Parties shall mean the Borrower and the Guarantors.




Loan
      Request shall have the meaning specified in Section 2.5 [Loan
      Requests].




-11-




Loans
      shall mean collectively and Loan shall mean separately all Loans or any
      Loan made by the Lenders or one of the Lenders to the Borrower pursuant to
      Section 2.1 [Commitments] or 2.9.3 [Disbursements,
      Reimbursement].




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




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




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




Net
      Income shall mean, for any period, the net earnings (or loss) after taxes of
      the Borrower and its Subsidiaries on a consolidated basis for such period taken
      as a single accounting period determined in conformity with GAAP.




Non-Complying
      Lender shall mean any Lender which has failed to fund any Loan which it is
      required to fund, or pay any other amount which it is required to pay to the
      Administrative Agent or any other Lender, within one day of the due date
      therefor.




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




Notes
      shall mean, collectively, the promissory notes in the form of Exhibit
      1.1(N) (as amended, restated, supplemented or otherwise modified from time
      to time) evidencing the Loans.




Notices
      shall have the meaning specified in Section 11.5 [Notices; Effectiveness;
      Electronic Communication].




Obligation
      shall mean any obligation or liability of any of the Loan Parties, howsoever
      created, arising or evidenced, whether direct or indirect, absolute or
      contingent, now or hereafter existing, or due or to become due, under or in
      connection with (i) this Agreement, the Notes,****the Letters
      of Credit, the Administrative Agent’s Letter or any other Loan Document whether
      to the Administrative Agent, any of the Lenders or their Affiliates or other
      persons provided for under such Loan Documents, (ii) any Lender Provided
      Interest Rate Hedge and (iii) any Other Lender Provided Financial Service
      Product.




Obligor
      shall mean, with respect to any Receivable, the Person obligated to make
      payments pursuant to the Contract relating to such Receivable.




Official
      Body shall mean the government of the United States of America or any other
      nation, or of any political subdivision thereof, whether state or local, and
      any
      agency, authority, instrumentality, regulatory body, court, central bank or
      other entity exercising executive, legislative,




-12-







judicial,
      taxing, regulatory or administrative powers or functions of or pertaining to
      government (including any supra-national bodies such as the European Union
      or
      the European Central Bank).




Other
      Lender Provided Financial Service Product shall mean agreements or other
      arrangements under which any Lender or Affiliate of a Lender provides any of
      the
      following products or services to any of the Loan Parties: (a) credit cards,
      (b)
      credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH
      Transactions, (f) cash management, including controlled disbursement, accounts
      or services, or (g) foreign currency exchange.




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




Participant
      has the meaning specified in Section 11.8.4 [Participations].




Participation
      Advance shall have the meaning specified in Section 2.9.3
      [Disbursements, Reimbursement].




Patent,
      Trademark and Copyright Security Agreement shall mean the Patent, Trademark
      and Copyright Security Agreement in substantially the form of Exhibit1.1(P)(1) (as amended, restated, supplemented or otherwise
      modified from time to time) executed and delivered by the Borrower and each
      of
      its Subsidiaries (other than Strategic Receivables) to the Administrative Agent
      for the benefit of the Lenders.




Payment
      Date shall mean the first day of each October, January, April and July after
      the date hereof and on the Expiration Date or upon acceleration of the
      Notes.




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




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




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




Permitted
      Existing Investments means the Investments of the Borrower and its
      Subsidiaries identified as such on Schedule 1.1(P)(1) to this
      Agreement.




Permitted
      Liens shall mean:




(i)           Liens
      for taxes, assessments, or similar charges, incurred in the ordinary course
      of
      business and which are not yet due and payable;




(ii)           Pledges
      or deposits made in the ordinary course of business to secure payment of
      workmen's compensation, or to participate in any fund in connection with
      workmen's compensation, unemployment insurance, old-age pensions or other social
      security programs;





(iii)           Liens
      of mechanics, materialmen, warehousemen, carriers, or other like Liens, securing
      obligations incurred in the ordinary course of business that are not yet due
      and
      payable and Liens of landlords securing obligations to pay lease payments that
      are not yet due and payable or in default;




-13-




(iv)           Good-faith
      pledges or deposits made in the ordinary course of business to secure
      performance of bids, tenders, contracts (other than for the repayment of
      borrowed money) or leases, not in excess of the aggregate amount due thereunder,
      or to secure statutory obligations, or surety, appeal, indemnity, performance
      or
      other similar bonds required in the ordinary course of business;




(v)           Encumbrances
      consisting of zoning restrictions, easements or other restrictions on the use
      of
      real property, none of which materially impairs the use of such property or
      the
      value thereof, and none of which is violated in any material respect by existing
      or proposed structures or land use;




(vi)           Liens,
      security interests and mortgages in favor of the Administrative Agent for the
      benefit of the Lenders and their Affiliates securing the Obligations including
      Lender Provided Financial Services Obligations;




(vii)           Liens
      on property leased by any Loan Party or Subsidiary of a Loan Party under capital
      and operating leases permitted in Section 8.2.15 [Capital Expenditures and
      Leases] securing obligations of such Loan Party or Subsidiary to the lessor
      under such leases;




(viii)           Any
      Lien existing on the date of this Agreement and described on Schedule1.1(P)(2), provided that the principal amount secured
      thereby is not hereafter increased, and no additional assets become subject
      to
      such Lien;




(ix)           Purchase
      Money Security Interests; provided that the aggregate amount of loans and
      deferred payments secured by such Purchase Money Security Interests shall not
      exceed $5,000,000****(excluding for the purpose of this
      computation any loans or deferred payments secured by Liens described on
Schedule1.1(P)(2));




(x)           The
      following, (A) if the validity or amount thereof is being contested in good
      faith by appropriate and lawful proceedings diligently conducted so long as
      levy
      and execution thereon have been stayed and continue to be stayed or (B) if
      a final judgment is entered and such judgment is discharged within thirty (30)
      days of entry, and in either case they do not affect the Collateral or, in
      the
      aggregate, materially impair the ability of any Loan Party to perform its
      Obligations hereunder or under the other Loan Documents:




(1)           Claims
      or Liens for taxes, assessments or charges due and payable and subject to
      interest or penalty; provided that the applicable Loan Party maintains
      such reserves or other appropriate provisions as shall be required by GAAP
      and
      pays all such taxes, assessments or charges forthwith upon the commencement
      of
      proceedings to foreclose any such Lien;




(2)           Claims,
      Liens or encumbrances upon, and defects of title to, real or personal property
      other than the Collateral, including any attachment of personal or real property
      or other legal process prior to adjudication of a dispute on the
      merits;




(3)           Claims
      or Liens of mechanics, materialmen, warehousemen, carriers, or other statutory
      nonconsensual Liens;




(4)           Liens
      resulting from final judgments or orders that would not constitute an Event
      of
      Default under Section 9.1.7 [Final Judgments or Orders]; provided
      that all Liens securing judgments or in connection with appeals do not secure
      at
      any time an aggregate amount exceeding $5,000,000.00;




(xi)           Liens
      in connection with the Transferred Receivables;




(xii)           Liens
      and rights of set-off and recoupment in a commodities broker’s favor to secure
      the Borrower’s indebtedness and obligations to such broker with respect to a
      commodities brokerage
      account established by the Borrower with such commodities broker for the purpose
      of transacting in Commodities Contracts, provided that such Liens and
      rights of set-off and recoupment relate only to the contents of such commodities
      brokerage account(s), including any such Commodities Contracts, monies,
      proceeds, securities, or other property which are held by a commodities broker,
      or its




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agents
      or
      affiliates, for the Borrower, and provided, further, that all such
      Commodities Contracts entered into through such commodities account are
      permitted Hedging Obligations under Section 8.2.16 [Hedging Obligations]
      hereof; and




(xiii)           Liens
      with respect to any cash collateral deposited by the Borrower with a independent
      system operator.




(xiv)           Liens
      with respect to (a) the Consolidated Utility Billing Service and Assignment
      Agreement (as referenced in the May, 2006 Waiver and Consent) or (b) any other
      receivables purchase programs provided by local distribution utilities
      acceptable to the Administrative Agent in its reasonable
      discretion.




Permitted
      Refinancing Indebtedness means any replacement, renewal, refinancing or
      extension of any Indebtedness permitted by this Agreement 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 Average Life
      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
      shall mean any individual, corporation, partnership, limited liability company,
      association, joint-stock company, trust, unincorporated organization, joint
      venture, government or political subdivision or agency thereof, or any other
      entity.




Plan
      shall mean at any time an employee pension benefit plan (including a Multiple
      Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of
      ERISA or is subject to the minimum funding standards under Section 412 of
      the Code and either (i) is maintained by any member of the ERISA Group for
      employees of any member of the ERISA Group or (ii) has at any time within
      the preceding five years been maintained by any entity which was at such time
      a
      member of the ERISA Group for employees of any entity which was at such time
      a
      member of the ERISA Group.




Pledge
      Agreement shall mean the Pledge Agreement in substantially the form of
Exhibit1.1(P)(2) (as amended, restated, supplemented or
      otherwise modified from time to time) executed and delivered by Borrower to
      the
      Administrative Agent for the benefit of the Lenders.




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




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




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




Prior
      Security Interest shall mean a valid and enforceable perfected
      first-priority security interest under the Uniform Commercial Code in the
      Collateral which is subject only to statutory Liens for taxes not yet due and
      payable or Purchase Money Security Interests.




Purchase
      Money Security Interest shall mean Liens upon tangible personal property
      securing loans to any Loan Party or Subsidiary of a Loan Party or deferred
      payments by such Loan Party or Subsidiary for the purchase of such tangible
      personal property.




Purchase
      and Sale Agreement shall mean that certain Purchase and Sale Agreement (as
      may be amended, restated, modified or supplemented with the consent of the
      Administrative Agent,




-15-




which
      consent shall not be unreasonably withheld) entered into by Strategic
      Receivables, the Borrower, as Servicer (as defined therein), and the Originators
      (as defined therein), dated October 3, 2007.




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




Receivables
      as used herein shall mean the Receivables as such term is defined in the
      Receivables Purchase Agreement as of the Closing Date.




Receivables
      Purchase Agreement shall mean that certain Receivables Purchase Agreement
      (as may be amended, restated, modified or supplemented with the consent of
      the
      Administrative Agent, which consent shall not be unreasonably withheld) entered
      into by Strategic Receivables, the Borrower, as Servicer (as defined therein),
      the Conduit Purchasers (as defined therein), the LC Participants (as defined
      therein) and PNC Bank, as Administrator and LC Bank (each as defined therein),
      dated October 3, 2007.




Receivables
      Purchase Facility shall mean the Receivables Purchase Agreement, the
      Purchase and Sale Agreement and the other Transaction Documents (as defined
      in
      the Receivables Purchase Agreement).




Reimbursement
      Obligation shall have the meaning specified in Section 2.9.3 [Disbursements,
      Reimbursement].




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




Related
      Security shall mean, with respect to any Transferred
      Receivable:




(A)           All
      of Borrower's, Strategic Receivables'  and any other Subsidiary of the
      Borrower's interests in any goods (including returned goods), and documentation
      of title evidencing the shipment or storage of any goods (including returned
      goods), relating to any sale giving rise to such Transferred
      Receivable;




(B)           All
      instruments and chattel paper that may evidence such Transferred
      Receivable;




(C)           All
      other security interests or liens and property subject thereto from time to
      time
      purporting to secure payment of such Transferred Receivable, whether pursuant
      to
      the Contract related to such Transferred Receivable or otherwise, together
      with
      all UCC financing statements or similar filings relating thereto;




(D)           All
      of Borrower's, Strategic Receivables'  and any other Subsidiary of the
      Borrower's rights, interests and claims under the Contracts and all guaranties,
      warranties, indemnities, insurance (and proceeds and premium refunds with
      respect thereto) and other agreements (including the related Contract) or
      arrangements of whatever character from time to time supporting or securing
      payment of such Transferred Receivable or otherwise relating to such Transferred
      Receivable, whether pursuant to the Contract related to such Transferred
      Receivable or otherwise; and





(E)           All
      of Strategic Receivables' rights, interests and claims under the Purchase and
      Sale Agreement and the other Transaction Documents (as defined in the
      Receivables Purchase Agreement).




Relief
      Proceedingshall mean any proceeding seeking a decree or order for relief in
      respect of any Loan Party or Subsidiary of the Borrower in a voluntary or
      involuntary case under any




-16-







applicable
      bankruptcy, insolvency, reorganization or other similar law now or hereafter
      in
      effect, or for the appointment of a receiver, liquidator, assignee, custodian,
      trustee, sequestrator, conservator (or similar official) of any Loan Party
      or
      Subsidiary of the Borrower for any substantial part of its property, or for
      the
      winding-up or liquidation of its affairs, or an assignment for the benefit
      of
      its creditors.




Required
      Lenders shall mean:




(A)           If
      there exists fewer than three (3) Lenders, all Lenders, and




(B)           If
      there exist three (3) or more Lenders:




(i)           if
      there are no Loans, Reimbursement Obligations or Letter of Credit Borrowings
      outstanding, Complying Lenders whose Commitments aggregate at least 75% of
      the
      Commitments of all of the Complying Lenders, or




(ii)           if
      there are Loans, Reimbursement Obligations, or Letter of Credit Borrowings
      outstanding, any group of Complying Lenders if the sum of the Loans,
      Reimbursement Obligations and Letter of Credit Borrowings of such Lenders then
      outstanding aggregates at least 75% of the total principal amount of all of
      the
      Loans, Reimbursement Obligations and Letter of Credit Borrowings of all of
      the
      Complying Lenders then outstanding.




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, any Indebtedness (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 any Affiliate of the Borrower in excess of $2,500,000 in the aggregate in
      any
      fiscal year**.**




Security
      Agreement shall mean the Security Agreement in substantially the form of
Exhibit1.1(S)(1) executed and delivered by the Borrower
      and each of its Subsidiaries (other than Strategic Receivables) to the
      Administrative Agent for the benefit of the Lenders.




Securitization
      Usage shall mean, as of any give day, the sum of (i) the aggregate Capital
      plus (ii) the LC Participation Amount of the Purchasers under the Receivables
      Purchase Agreement, as each undefined term is defined in the Receivables
      Purchase Agreement as of the Closing Date.




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




Strategic
      Receivables shall mean Strategic Receivables, LLC a Delaware limited
      liability company.




-17-




Standard
      & Poor's shall mean Standard & Poor's Ratings Services, a division
      of The McGraw-Hill Companies, Inc.




Statements
      shall have the meaning specified in Section 6.1.6(i) [Historical
      Statements].




Subordinated
      Debtholder means GPE




Subordinated
      Debt**** means any intercompany Indebtedness owed by the
      Borrower and its Subsidiaries to the Subordinated Debtholder (whether or not
      evidenced 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, supplemented or otherwise modified from time to
      time) between the Subordinated Debtholder and the Borrower and its Subsidiaries
      in favor of the Administrative Agent on behalf of the Lenders with respect
      to
      the Subordinated Debt, in substantially the form of Exhibit 1.1(S)(2)
      attached hereto.




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




Subsidiary
      Equity Interests shall have the meaning specified in Section 6.1.2
      [Subsidiaries and Owners; Investment Companies].




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




Transaction
      Costs shall mean the fees, costs and expenses payable by the Borrower in
      connection with the execution, delivery and performance of the Loan
      Documents.




Transferred  Receivables shall
      mean:




(A)           Each
      Receivable of the Borrower or any Subsidiary of the Borrower that has been
      sold,
      purportedly sold, transferred, assigned, contributed, or conveyed to (or subject
      to a security interest in favor of) Strategic Receivables, pursuant to the
      Purchase and Sale Agreement;





(B)           All
      rights to, but not the obligations under, all Related Security with respect
      to
      such Receivables;





(C)           All
      monies due or to become due to Strategic Receivables with respect to any of
      the
      foregoing set forth in clauses (A) and (B) above;





(D)           All
      books and records related to any of the foregoing; and all rights, remedies,
      powers, privileges, title and interest of Borrower in each lock-box and related
      lock-box address and account to which Collections (as defined in the Receivables
      Purchase Agreement) are sent, all amounts on deposit therein, all certificates
      and instruments, if any, from time to time evidencing such accounts and amounts
      on deposit therein, and all related agreements between Borrower, any Subsidiary
      of the Borrower, Strategic Receivables and each related account bank and each
      related lock-box bank; and





(E)           All
      collections and other products and proceeds (as defined in the applicable UCC)
      of any of the foregoing that are or were received by Borrower, any Subsidiary
      of
      the Borrower or




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Strategic
      Receivables on or after October 3, 2007, including without limitation, all
      funds
      which either are received by the Borrower, any Subsidiary of the Borrower or
      Strategic Receivables from or on behalf of the Obligors in payment of any
      amounts owed (including, without limitation, invoice price, finance charges,
      interest and all other charges) in respect of such Receivables, or are applied
      to such amounts owed by the Obligors (including, without limitation, insurance
      payments that Borrower, any other Loan Party or Strategic Receivables applies
      in
      the ordinary course of its business to amounts owed in respect of any such
      Receivable and net proceeds of sale or other disposition of repossessed goods
      or
      other collateral or property of the Obligors or any other parties directly
      or
      indirectly liable for payment of such Transferred Receivables).





Unused
      Availability shall mean the difference between (i) the Borrowing Base for
      the previous calendar month minus (ii) the average outstanding Facility
      Usage for the previous calendar month.




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




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




1.3           Accounting
      Principles. Except
      as otherwise provided in this Agreement, all computations and determinations
      as
      to accounting or financial matters and all financial statements to be delivered
      pursuant to this Agreement shall be made and prepared in accordance with GAAP
      (including principles of consolidation where appropriate), and all accounting
      or
      financial terms shall have the meanings ascribed to such terms by GAAP;
provided, however, that all accounting terms used in
      Section 8.2 [Negative Covenants] (and all defined terms used in the
      definition of any accounting term used in Section 8.2 [Negative Covenants]
      shall have the meaning given to such terms (and defined terms) under GAAP as
      in
      effect on the date hereof applied on a basis consistent with those used in
      preparing Statements referred to in Section 6.1.6(i) [Historical
      Statements].  In the event of any change after the date
      hereof in GAAP, and if such change would affect the computation of any of the
      financial covenants set forth in Section 8.2 [Negative Covenants], then the
      parties hereto agree to endeavor, in good faith, to agree upon an amendment
      to
      this Agreement that would adjust such financial covenants in a manner that
      would
      preserve the original intent thereof, but would allow compliance therewith
      to be
      determined in




-19-







accordance
        with the Borrower's financial statements at that time,providedthat, until so amended such financial covenants shall continue
        to be
        computed in accordance with GAAP prior to such change therein.


2.           REVOLVING
      CREDIT FACILITY




2.1           Commitments. Subject
      to the terms and conditions hereof and relying upon the representations and
      warranties herein set forth, each Lender severally agrees to make Loans to
      the
      Borrower at any time or from time to time on or after the date hereof to the
      Expiration Date; provided that after giving effect to such Loan (i) the
      aggregate amount of Loans from such Lender shall not exceed such Lender's
      Commitment minus such Lender's Ratable Share of the Letter of Credit Obligations
      and (ii) the Facility Usage shall not exceed the Borrowing
      Base.  Within such limits of time and amount and subject to the other
      provisions of this Agreement, the Borrower may borrow, repay and reborrow
      pursuant to this Section 2.1; provided, however, that at no time shall the
      Facility Usage exceed the lesser of the Borrowing Base or the
      Commitments.




2.2           Nature
      of Lenders' Obligations with Respect to Loans. Each
      Lender shall be obligated to participate in each request for Loans pursuant
      to
      Section 2.5 [Loan Requests] in accordance with its Ratable
      Share.  The aggregate of each Lender's Loans outstanding hereunder to
      the Borrower at any time shall never exceed its Commitment minus its Ratable
      Share of the Letter of Credit Obligations.  The obligations of each
      Lender hereunder are several.  The failure of any Lender to perform
      its obligations hereunder shall not affect the Obligations of the Borrower
      to
      any other party nor shall any other party be liable for the failure of such
      Lender to perform its obligations hereunder.  The Lenders shall have
      no obligation to make Loans hereunder on or after the Expiration
      Date.




2.3           Commitment
      Fees. Accruing
      from the date hereof until the Expiration Date, the Borrower agrees to pay
      to
      the Administrative Agent for the account of each Lender according to its Ratable
      Share, a nonrefundable commitment fee (the "Commitment Fee") equal to the
      Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366
      days, as the case may be, and actual days elapsed) times the average daily
      difference between the amount of (i) the Commitments and the (ii) the
      Facility Usage.  All Commitment Fees shall be payable in arrears on
      each Payment Date.




2.4           Facility
      Fees. The
      Borrower agrees to pay to the Administrative Agent on the Closing Date for
      the
      account of each Lender according to its Ratable Share, a nonrefundable facility
      fee (the "Facility Fee") equal to the one quarter of one percent (0.25%) of
      the
      Commitments.




2.5           Loan
      Requests. Except
      as otherwise provided herein, the Borrower may from time to time prior to the
      Expiration Date request the Lenders to make Loans, or renew or convert the
      Interest Rate Option applicable to existing Loans pursuant to Section 4.2
      [Interest Periods], by delivering to the Administrative Agent, not later than
      (i) 12:00 noon, three (3) Business Days prior to the proposed Borrowing
      Date with respect to the making of Loans to which the LIBOR Rate Option applies
      or the conversion to or the renewal of the LIBOR Rate Option for any Loans;
      and
      (ii) [12:00 noon], on the same Business Day with respect to the making of a
      Loan to which the Base Rate Option applies or the last day of the preceding
      Interest Period with respect to the conversion to the Base Rate Option for
      any
      Loan, of a duly completed request therefor substantially in the form of
Exhibit 2.5 or a request by telephone immediately confirmed in
      writing by letter, facsimile or telex in such form (each, a "Loan Request"),
      it
      being understood that the Administrative Agent may rely on the authority of
      any
      individual making such a telephonic request without the necessity of receipt
      of
      such written confirmation.  Each Loan Request shall be irrevocable and
      shall specify the aggregate amount of the proposed Loans comprising
      each




Borrowing
      Tranche, and, if applicable, the Interest Period, which amounts shall be in
      integral multiples of $100,000 and not less than $1,000,000 for each Borrowing
      Tranche under the LIBOR Rate Option and not less than the lesser of $500,000
      or
      the maximum amount available for Borrowing Tranches under the Base Rate
      Option.




2.6           Making
      Loans; Presumptions by the Administrative Agent; Repayment of
      Loans.






-20-





2.6.1       Making
      Loans.  The Administrative Agent shall, promptly after receipt by
      it of a Loan Request pursuant to Section 2.5 [Loan Requests], notify the
      Lenders of its receipt of such Loan Request specifying the information provided
      by the Borrower and the apportionment among the Lenders of the requested Loans
      as determined by the Administrative Agent in accordance with
      Section 2.2  [Nature of Lenders' Obligations with Respect to
      Loans].  Each Lender shall remit the principal amount of each Loan to
      the Administrative Agent such that the Administrative Agent is able to, and
      the
      Administrative Agent shall, to the extent the Lenders have made funds available
      to it for such purpose and subject to Section 7.2 [Each Loan or Letter of
      Credit], fund such Loans to the Borrower in U.S. Dollars and immediately
      available funds at the Principal Office prior to 2:00 p.m., on the applicable
      Borrowing Date; provided that if any Lender fails to remit such funds to the
      Administrative Agent in a timely manner, the Administrative Agent may elect
      in
      its sole discretion to fund with its own funds the Loans of such Lender on
      such
      Borrowing Date, and such Lender shall be subject to the repayment obligation
      in
      Section 2.6.2 [Presumptions by the Administrative Agent].




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




2.6.3           Repayment
      of Loans.  The Borrower shall repay the Loans together with all
      outstanding interest thereon on the Expiration Date.




2.7           Notes.  The
      Obligation of the Borrower to repay the aggregate unpaid principal amount of
      the
      Loans made to it by each Lender, together with interest thereon, shall be
      evidenced by a Note, dated the Closing Date payable to the order of such Lender
      in a face amount equal to the Commitment of such Lender.




2.8           Use
      of Proceeds.  The Borrower shall use the proceeds of
      the  Loans to (i) repay existing Indebtedness, (ii) provide funds for
      the additional working capital needs and other general corporate purposes of
      the
      Borrower, (iii) provide funds for cash collateral to independent system
      operators, and (iv) provide funds for the payment of fees and expenses incurred
      in 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 Credit issued 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.




2.9           Letter
      of Credit Subfacility.






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2.9.1           Issuance
      of Letters of Credit.  The Borrower may at any time prior to the
      Expiration Date request the issuance of a standby or trade letter of credit
      under this Agreement (each a "Letter of Credit") on behalf of itself or another
      Loan Party, or the amendment or extension of an existing Letter of Credit,
      by
      delivering or having such other Loan Party deliver to the Issuing Lender (with
      a
      copy to the Administrative Agent) a completed application and agreement for
      letters of credit, or request for such amendment or extension, as applicable,
      in
      such form as the Issuing Lender may specify from time to time by no later than
      2:00 p.m. at least one (1) Business Day, or such shorter period as may be agreed
      to by the Issuing Lender, in advance of the proposed date of
      issuance.  For the avoidance of doubt, the defined term "Letter of
      Credit" shall not include any Letters of Credit issued to Strategic Receivables
      pursuant to the Receivables Purchase Facility.  Promptly after receipt
      of any letter of credit application, the Issuing Lender shall confirm with
      the
      Administrative Agent (by telephone or in writing) that the Administrative Agent
      has received a copy of such Letter of Credit application and  if not,
      such Issuing Lender will provide Administrative Agent with a copy
      thereof.  Unless the Issuing Lender has received notice from any
      lender, Administrative Agent or any Loan party, at least one day prior to the
      requested date of issuance, amendment or extension of the applicable Letter
      of
      Credit, that one or more applicable conditions in Section 7 [Conditions of
      Lending and Issuance of Letters of Credit] is not satisfied, then, subject
      to
      the terms and conditions hereof and in reliance on the agreements of the other
      Lenders set forth in this Section 2.9, the Issuing Lender or any of the
      Issuing Lender's Affiliates will issue a Letter of Credit or agree to such
      amendment or extension, provided that each Letter of Credit shall (A) have
      a maximum maturity of twelve (12) months from the date of issuance, and
      (B) in no event expire later than the Expiration Date and provided further
      that in no event shall (i) the Letter of Credit Obligations exceed, at any
      one time, the  lesser of the Borrowing Base or the Commitments or
      (ii) the Facility Usage exceed, at any one time, the Facility
      Availability.  Each request by the Borrower for the issuance,
      amendment or extension of a Letter of Credit shall be deemed to be a
      representation by the Borrower that it shall be in compliance with the preceding
      sentence and with Section 7[Conditions of Lending and Issuance of Letters of
      Credit] after giving effect to the requested issuance, amendment or extension
      of
      such Letter of Credit.




2.9.2           Letter
      of Credit Fees.  The Borrower shall pay (i) to the
      Administrative Agent for the ratable account of the Lenders a fee (the "Letter
      of Credit Fee") equal to the Applicable Letter of Credit Fee Rate, and
      (ii) to the Issuing Lender for its own account a fronting fee equal to one
      eighth of one percent (1/8%) per annum (in each case computed on the basis
      of a
      year of 360 days and actual days elapsed), which fees shall be computed on
      the
      daily average Letter of Credit Obligations and shall be payable quarterly in
      arrears on each Payment Date following issuance of each Letter of
      Credit.  The Borrower shall also pay to the Issuing Lender for the
      Issuing Lender's sole account the Issuing Lender's then in effect customary
      fees
      and administrative expenses payable with respect to the Letters of Credit as
      the
      Issuing Lender may generally charge or incur from time to time in connection
      with the issuance, maintenance, amendment (if any), assignment or transfer
      (if
      any),****negotiation, and administration of Letters of
      Credit.




2.9.3           Disbursements,
      Reimbursement.  Immediately upon the Issuance of each Letter of
      Credit, each Lender shall be deemed to, and hereby irrevocably and
      unconditionally agrees to, purchase from the Issuing Lender a participation
      in
      such Letter of Credit and each drawing thereunder in an amount equal to such
      Lender's Ratable Share of the maximum amount available to be drawn under such
      Letter of Credit and the amount of such drawing, respectively.




2.9.3.1            In
      the event of any request for a drawing under a Letter of Credit by the
      beneficiary or transferee thereof, the Issuing Lender will promptly notify
      the
      Borrower and the Administrative Agent thereof.  Provided that it shall
      have received such notice, the Borrower shall reimburse (such obligation to
      reimburse the Issuing Lender shall sometimes be referred to as a "Reimbursement
      Obligation") the Issuing Lender prior to 12:00 noon, Pittsburgh time on each
      date that an amount is paid by the Issuing Lender under any Letter of Credit
      (each such date, a "Drawing Date") by




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paying
      to
      the Administrative Agent for the account of the Issuing Lender an amount equal
      to the amount so paid by the Issuing Lender.  In the event the
      Borrower fails to reimburse the Issuing Lender (through the Administrative
      Agent) for the full amount of any drawing under any Letter of Credit by 12:00
      noon, Pittsburgh time, on the Drawing Date, the Administrative Agent will
      promptly notify each Lender thereof, and the Borrower shall be deemed to have
      requested that Loans be made by the Lenders under the Base Rate Option to be
      disbursed on the Drawing Date under such Letter of Credit, subject to Facility
      Availability and subject to the conditions set forth in Section 7.2 [Each
      Additional Loan] other than any notice requirements.  Any notice given
      by the Administrative Agent or Issuing Lender pursuant to this
      Section 2.9.3.1 may be oral if immediately confirmed in writing; provided
      that the lack of such an immediate confirmation shall not affect the
      conclusiveness or binding effect of such notice.




2.9.3.2            Each
      Lender shall upon any notice pursuant to Section 2.9.3.1 make available to
      the
      Administrative Agent for the account of the Issuing Lender an amount in
      immediately available funds equal to its Ratable Share of the amount of the
      drawing, whereupon the participating Lenders shall (subject to Section 
2.9.3[Disbursement; Reimbursement]) each be deemed to have made a Loan under
      the
      Base Rate Option to the Borrower in that amount.  If any Lender so
      notified fails to make available to the Administrative Agent for the account
      of
      the Issuing Lender the amount of such Lender's Ratable Share of such amount
      by
      no later than 2:00 p.m., Pittsburgh time on the Drawing Date, then interest
      shall accrue on such Lender's obligation to make such payment, from the Drawing
      Date to the date on which such Lender makes such payment (i) at a rate per
      annum
      equal to the Federal Funds Effective Rate during the first three (3) days
      following the Drawing Date and (ii) at a rate per annum equal to the rate
      applicable to Loans under the Base Rate Option on and after the fourth day
      following the Drawing Date.  The Administrative Agent and the Issuing
      Lender will promptly give notice (as described in Section 2.9.3.1 above) of
      the
      occurrence of the Drawing Date, but failure of the Administrative Agent or
      the
      Issuing Lender to give any such notice on the Drawing Date or in sufficient
      time
      to enable any Lender to effect such payment on such date shall not relieve
      such
      Lender from its obligation under this Section 2.9.3.2.




2.9.3.3            With
      respect to any unreimbursed drawing that is not converted into Loans under
      the
      Base Rate Option to the Borrower in whole or in part as contemplated by
      Section 2.9.3.1, because of the Borrower's failure to satisfy the
      conditions set forth in Section 7.2 [Each Additional Loan] other than any
      notice requirements, or for any other reason, the Borrower shall be deemed
      to
      have incurred from the Issuing Lender a borrowing (each a "Letter of Credit
      Borrowing") in the amount of such drawing.  Such Letter of Credit
      Borrowing shall be due and payable on demand (together with interest) and shall
      bear interest at the rate per annum applicable to the Loans under the Base
      Rate
      Option.  Each Lender's payment to the Administrative Agent for the
      account of the Issuing Lender pursuant to Section 2.9.3 [Disbursements,
      Reimbursement] shall be deemed to be a payment in respect of its participation
      in such Letter of Credit Borrowing (each a "Participation Advance") from such
      Lender in satisfaction of its participation obligation under this
      Section 2.9.3.




2.9.4           Repayment
      of Participation Advances.




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







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




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




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




2.9.7           Nature
      of Participation and Reimbursement Obligations.  Each Lender's
      obligation in accordance with this Agreement to make the Loans or Participation
      Advances, as contemplated by Section 2.9.3 [Disbursements, Reimbursement],
      as a result of a drawing under a Letter of Credit, and the Obligations of the
      Borrower to reimburse the Issuing Lender upon a draw under a Letter of Credit,
      shall be absolute, unconditional and irrevocable, and shall be performed
      strictly in accordance with the terms of this Section 2.9 under all
      circumstances, including the following circumstances:




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




(ii)           the
      failure of any Loan Party or any other Person to comply, in connection with
      a
      Letter of Credit Borrowing, with the conditions set forth in Section 2.1
      [Commitments], 2.5 [Loan Requests], 2.6 [Making Loans] or 7.2 [Each Additional
      Loan] or as otherwise set forth in this Agreement for the making of a Loan, it
      being acknowledged that such conditions are not required for the making of
      a
      Letter of Credit Borrowing and the obligation of the Lenders to make
      Participation Advances under Section 2.9.3 [Disbursements,
      Reimbursement];




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




(iv)           any
      claim of breach of warranty that might be made by any Loan Party or any Lender
      against any beneficiary of a Letter of Credit, or the existence of any claim,
      set-off, recoupment, counterclaim, crossclaim, defense or other right which
      any
      Loan Party or any Lender may have at any time against a beneficiary, successor
      beneficiary any transferee or assignee of any Letter of Credit or the proceeds
      thereof (or any Persons for whom any such transferee may be acting), the Issuing
      Lender or its Affiliates or any Lender or any other Person, whether in
      connection with this




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Agreement,
      the transactions contemplated herein or any unrelated transaction (including
      any
      underlying transaction between any Loan Party or Subsidiaries of a Loan Party
      and the beneficiary for which any Letter of Credit was procured);




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




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




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




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




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




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




(xi)          the
      occurrence or continuance of an Insolvency Proceeding with respect to any Loan
      Party;




(xii)         the
      fact that an Event of Default or a Potential Default shall have occurred and
      be
      continuing;




(xiii)        the
      fact that the Expiration Date shall have passed or this Agreement or the
      Commitments hereunder shall have been terminated; and




(xiv)        any
      other circumstance or happening whatsoever, whether or not similar to any of
      the
      foregoing.




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




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




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







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




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




2.9.11         Reduction
      of Commitment.  The Borrower shall have the right at any time
      after the Closing Date upon five (5) days' prior written notice to the
      Administrative Agent to permanently reduce (ratably among the Lenders in
      proportion to their Ratable Shares) the Commitments, in a minimum amount of
      $5,000,000 and whole multiples of $1,000,000, or to terminate completely the
      Commitments, without penalty or premium except as hereinafter set forth;
      provided that any such reduction or termination shall be accompanied by
      prepayment of the Notes, together with outstanding Commitment Fees, and the
      full
      amount of interest accrued on the principal sum to be prepaid (and all amounts
      referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to
      cause
      the aggregate Facility Usage after giving effect to such prepayments to be
      equal
      to or less than the lesser of (i) the Commitments as so reduced or terminated
      or
      (ii) the Borrowing Base.  Any notice to reduce the Commitments under
      this Section 2.1. shall be irrevocable.




3.           INTENTIONALLY
      OMITTED




4.           INTEREST
      RATES




4.1           Interest
      Rate Options.  The Borrower shall pay interest in respect of the
      outstanding unpaid principal amount of the Loans as selected by it from the
      Base
      Rate Option or LIBOR Rate Option set forth below applicable to the Loans, it
      being understood that, subject to the provisions of this Agreement, the Borrower
      may select different Interest Rate Options and different Interest Periods to
      apply simultaneously to the Loans comprising different Borrowing Tranches and
      may convert to or renew one or more Interest Rate Options with respect to all
      or
      any portion of the Loans comprising any Borrowing Tranche; provided that there
      shall not be at any one time outstanding more than five (5) Borrowing Tranches
      in the aggregate among all of the Loans and provided further that if an Event
      of
      Default or Potential Default exits and is continuing, the Borrower may not
      request, convert to, or renew the LIBOR Rate Option for any Loans and the
      Required Lenders may demand that all existing Borrowing Tranches bearing
      interest under the LIBOR Rate Option shall be converted immediately to the
      Base
      Rate Option, subject to the obligation of the Borrower to pay any indemnity
      under Section 5.10 [Indemnity] in connection with such conversion.  If
      at any time the designated rate applicable to any Loan made by any Lender
      exceeds such Lender's highest lawful rate, the rate of interest on such Lender's
      Loan shall be limited to such Lender's highest lawful rate.




4.1.1           Interest
      Rate Options.  The Borrower shall have the right to select from
      the following Interest Rate Options applicable to the Loans:




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







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




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




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




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




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




4.3           Interest
      After Default.  To the extent permitted by Law, upon the
      occurrence of an Event of Default and until such time such Event of Default
      shall have been cured or waived:




4.3.1           Letter
      of Credit Fees, Interest Rate.  The Letter of Credit Fees and the
      rate of interest for each Loan otherwise applicable pursuant to
      Section 2.9.2 [Letter of Credit Fees] or Section 4.1 [Interest Rate
      Options], respectively, shall be increased by 2.0% per annum;




4.3.2           Other
      Obligations.  Each other Obligation hereunder if not paid when due
      shall bear interest at a rate per annum equal to the sum of the rate of interest
      applicable under the Base Rate Option plus an additional 2.0% per annum from
      the
      time such Obligation becomes due and payable and until it is paid in full;
      and




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




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




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




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




(ii)           a
      contingency has occurred which materially and adversely affects the London
      interbank eurodollar market relating to the LIBOR Rate, the Administrative
      Agent
      shall have the rights specified in Section 4.4.3 [Administrative Agent's
      and Lender's Rights].




4.4.2           Illegality;
      Increased Costs; Deposits Not Available.




If
      at any time any Lender shall have determined that:




(i)         the
      making, maintenance or funding of any Loan to which a LIBOR Rate Option applies
      has been made impracticable or unlawful by compliance by such






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Lender
      in
      good faith with any Law or any interpretation or application thereof by any
      Official Body or with any request or directive of any such Official Body
      (whether or not having the force of Law), or




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




(iii)         after
      making all reasonable efforts, deposits of the relevant amount in Dollars for
      the relevant Interest Period for a Loan, or to banks generally, to which a
      LIBOR
      Rate Option applies, respectively, are not available to such Lender with respect
      to such Loan, or to banks generally, in the interbank eurodollar market, then
      the Administrative Agent shall have the rights specified in Section 4.4.3
      [Administrative Agent's and Lender's Rights].




4.4.3           Administrative
      Agent's and Lender's Rights.  In the case of any event specified
      in Section 4.4.1 [Unascertainable] above, the Administrative Agent shall
      promptly so notify the Lenders and the Borrower thereof, and in the case of
      an
      event specified in Section 4.4.2 [Illegality; Increased Costs; Deposits Not
      Available] above, such Lender shall promptly so notify the Administrative Agent
      and endorse a certificate to such notice as to the specific circumstances of
      such notice, and the Administrative Agent shall promptly send copies of such
      notice and certificate to the other Lenders and the Borrower.  Upon
      such date as shall be specified in such notice (which shall not be earlier
      than
      the date such notice is given), the obligation of (A) the Lenders, in the
      case of such notice given by the Administrative Agent, or (B) such Lender,
      in the case of such notice given by such Lender, to allow the Borrower to
      select, convert to or renew a LIBOR Rate Option shall be suspended until the
      Administrative Agent shall have later notified the Borrower, or such Lender
      shall have later notified the Administrative Agent, of the Administrative
      Agent's or such Lender's, as the case may be, determination that the
      circumstances giving rise to such previous determination no longer
      exist.  If at any time the Administrative Agent makes a determination
      under Section 4.4.1 [Unascertainable] and the Borrower has previously
      notified the Administrative Agent of its selection of, conversion to or renewal
      of a LIBOR Rate Option and such Interest Rate Option has not yet gone into
      effect, such notification shall be deemed to provide for selection of,
      conversion to or renewal of the Base Rate Option otherwise available with
      respect to such Loans.  If any Lender notifies the Administrative
      Agent of a determination under Section 4.4.2 [Illegality; Increased Costs;
      Deposits Not Available], the Borrower shall, subject to the Borrower's
      indemnification Obligations under Section 5.10 [Indemnity], as to any Loan
      of the Lender to which a LIBOR Rate Option applies, on the date specified in
      such notice either convert such Loan to the Base Rate Option otherwise available
      with respect to such Loan or prepay such Loan in accordance with
      Section 5.6 [Voluntary Prepayments].  Absent due notice from the
      Borrower of conversion or prepayment, such Loan shall automatically be converted
      to the Base Rate Option otherwise available with respect to such Loan upon
      such
      specified date.




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




5.           PAYMENTS




5.1           Payments.  All
      payments and prepayments to be made in respect of principal, interest,
      Commitment Fees, Facility Fees, Letter of Credit Fees, Administrative Agent's
      Fee or other feesor amounts due from the Borrower hereunder shall be payable
      prior to 11:00 a.m. on the date when due, provided that Borrower has adequate
      information to assess such amount due, without presentment, demand, protest
      or
      notice of any kind, all of which are hereby expressly waived by the Borrower,
      and without set-off, counterclaim or other deduction of any nature, and an
      action therefor shall immediately







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accrue.  Such
      payments shall be made to the Administrative Agent at the Principal Office
      for
      the ratable accounts of the Lenders with respect to the Loans in U.S. Dollars
      and in immediately available funds, and the Administrative Agent shall promptly
      distribute such amounts to the Lenders in immediately available funds; provided
      that in the event payments are received by 11:00 a.m. by the Administrative
      Agent with respect to the Loans and such payments are not distributed to the
      Lenders on the same day received by the Administrative Agent, the Administrative
      Agent shall pay the Lenders the Federal Funds Effective Rate with respect to
      the
      amount of such payments for each day held by the Administrative Agent and not
      distributed to the Lenders.  The Administrative Agent's and each
      Lender's statement of account, ledger or other relevant record shall, in the
      absence of manifest error, be conclusive as the statement of the amount of
      principal of and interest on the Loans and other amounts owing under this
      Agreement and shall be deemed an "account stated."




5.2           Pro
      Rata Treatment of Lenders.  Each borrowing shall be allocated to
      each Lender according to its Ratable Share, and each selection of, conversion
      to
      or renewal of any Interest Rate Option and each payment or prepayment by the
      Borrower with respect to principal, interest, Commitment Fees, Facility Fees,
      Letter of Credit Fees, or other fees (except for the Administrative Agent's
      Fee)
      or amounts due from the Borrower hereunder to the Lenders with respect to the
      Loans, shall (except as provided in Section 4.4.3 [Administrative Agent's
      and Lender's Rights] in the case of an event specified in Section 4.4
      [LIBOR Rate Unascertainable; Etc.], 5.6.2 [Replacement of a Lender] or 5.8
      [Increased Costs; Indemnity]) be made in proportion to the applicable Loans
      outstanding from each Lender and, if no such Loans are then outstanding, in
      proportion to the Ratable Share of each Lender.




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




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




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




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




5.4           Presumptions
      by Administrative Agent.  Unless the Administrative Agent shall
      have received notice from the Borrower prior to the date on which any payment
      is
      due to the Administrative Agent for the account of the Lenders or the Issuing
      Lender hereunder that the Borrower will not make







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




5.5           Interest
      Payment Dates.  Interest on Loans to which the Base Rate Option
      applies shall be due and payable in arrears on each Payment
      Date.  Interest on Loans to which the LIBOR Rate Option applies shall
      be due and payable on the last day of each Interest Period for those Loans
      and,
      if such Interest Period is longer than three (3) Months, also on the 90th day
      of
      such Interest Period.  Interest on mandatory prepayments of principal
      under Section 5.7 [Mandatory Prepayments] shall be due on the date such
      mandatory prepayment is due.  Interest on the principal amount of each
      Loan or other monetary Obligation shall be due and payable on demand after
      such
      principal amount or other monetary Obligation becomes due and payable (whether
      on the stated Expiration Date, upon acceleration or otherwise).




5.6           Voluntary
      Prepayments.




5.6.1         Right
      to Prepay.  The Borrower shall have the right at its option from
      time to time to prepay the Loans in whole or part without premium or penalty
      (except as provided in Section 5.6.2 [Replacement of a Lender] below, in
      Section 5.8 [Increased Costs; Indemnity] and Section 5.10
      [Indemnity]).  Whenever the Borrower desires to prepay any part of the
      Loans to which the LIBOR Rate Option applies, it shall provide a prepayment
      notice to the Administrative Agent by 1:00 p.m. at least one (1) Business Day
      prior to the date of prepayment of such Loans setting forth the following
      information:




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




(z)           the
      total principal amount of such prepayment, which shall not be less than
      $1,000,000.




All
      prepayment notices shall be irrevocable.  The principal amount of the
      Loans for which a prepayment notice is given, together with interest on such
      principal amount shall be due and payable on the date specified in such
      prepayment notice as the date on which the proposed prepayment is to be
      made.  Except as provided in Section 4.4.3 [Administrative
      Agent's and Lender's Rights], if the Borrower prepays a Loan but fails to
      specify the applicable Borrowing Tranche which the Borrower is prepaying, the
      prepayment shall be applied first to Loans to which the Base Rate Option
      applies, then to Loans to which the LIBOR Rate Option applies.  Any
      prepayment hereunder shall be subject to the Borrower's Obligation to indemnify
      the Lenders under Section 5.10 [Indemnity].




5.6.2           Replacement
      of a Lender.  In the event any Lender (i) gives notice under
      Section 4.4 [LIBOR Rate Unascertainable, Etc.], (ii) requests compensation
      under Section 5.8 [Increased Costs], or requires the Borrower to pay any
      additional amount to any Lender or any Official Body for the account of any
      Lender pursuant to Section 5.9[Taxes], (iii) is a Non-Complying Lender
      or otherwise, (iv) becomes subject to the control of an Official Body
      (other than normal and customary supervision), or (v) is a Non-Consenting Lender
      referred to in Section 11.1 [Modifications, Amendments or Waivers] then in
      any such event the Borrower may, at its sole expense, upon notice to such Lender
      and the Administrative Agent, require such Lender to assign and delegate,
      without recourse (in accordance with and subject to the restrictions contained
      in, and consents required by, Section 11.8 [Successors and Assigns]), all
      of its interests, rights and obligations under this Agreement and the related
      Loan Documents







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to
      an
      assignee that shall assume such obligations (which assignee may be another
      Lender, if a Lender accepts such assignment), provided that:




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




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




(iii) 
      in the case of any such assignment resulting from a claim for compensation
      under
      Section 5.8.1 [Increased Costs Generally] or payments required to be made
      pursuant to Section 5.9 [Taxes], such assignment will result in a reduction
      in such compensation or payments thereafter; and




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




A
      Lender
      shall not be required to make any such assignment or delegation if, prior
      thereto, as a result of a waiver by such Lender or otherwise, the circumstances
      entitling the Borrower to require such assignment and delegation cease to
      apply.




5.7           Mandatory
      Prepayments.




5.7.1           Sale
      of Assets.  Unless otherwise consented to in writing by the
      Administrative Agent and subject to any right of priority payments under the
      Receivables Purchase Facility, within five (5) Business Days of any non-ordinary
      course of business sale of assets (other than the sales contemplated under
      the
      Receivables Purchase Facility) authorized by Section 8.2.8 [Disposition of
      Assets or Subsidiaries] and any insurance and condemnation proceeds received
      by
      the Borrower or any of its subsidiaries, the Borrower shall make a mandatory
      prepayment of principal on the Loans equal to the after-tax proceeds of such
      sale (as estimated in good faith by the Borrower), together with accrued
      interest on such principal amount; provided however, that the Borrower and
      its
      Subsidiaries shall not be obligated to make any prepayments pursuant this
      Section 5.7.1 for any such sales that do not exceed $2,000,000 in the
      aggregate per each fiscal year.  All prepayments pursuant to this
      Section 5.7.1 shall be applied to payment of the principal amount of the
      Loans.




5.7.2           Borrowing
      Base Exceeded.  Whenever the Facility Usage exceeds the Borrowing
      Base, the Borrower shall make, within one (1) Business Day after the Borrower
      learns of such excess and whether or not the Administrative Agent has given
      notice to such effect, a mandatory prepayment of principal, equal to the excess
      of the outstanding principal balance of the Facility Usage over the Borrowing
      Base, together with accrued interest on such principal amount.  In the
      event that such prepayment of principal is not sufficient to reduce the Facility
      Usage to less than the Borrowing Base, the Borrower shall provide cash
      collateral for the Letters of Credit in an amount sufficient to reduce the
      Facility Usage to less than the Borrowing Base.




5.7.3           Application
      Among Interest Rate Options.  All prepayments required pursuant to
      this Section 5.7 shall first be applied among the Interest Rate Options to
      the principal amount of the Loans subject to the Base Rate Option, then to
      Loans
      subject to a LIBOR Rate Option.  In accordance with Section 5.10
      [Indemnity], the Borrower shall indemnify the Lenders for any loss or expense,
      including loss of margin, incurred with respect to any such prepayments applied
      against Loans subject to a LIBOR Rate Option on any day other than the last
      day
      of the applicable Interest Period.




5.8           Increased
      Costs.




5.8.1           Increased
      Costs Generally.  If any Change in Law shall:







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




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




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




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




5.8.3           Certificates
      for Reimbursement; Repayment of Outstanding Loans; Borrowing of New
      Loans.  A certificate of a Lender or the Issuing Lender setting
      forth the amount or amounts necessary to compensate such Lender or the Issuing
      Lender or its holding company, as the case may be, as specified in
      Sections 5.8.1 [Increased Costs Generally] or 5.8.2 [Capital Requirements]
      and delivered to the Borrower shall be conclusive absent manifest
      error.  The Borrower shall pay such Lender or the Issuing Lender, as
      the case may be, the amount shown as due on any such certificate within ten
      (10) days after receipt thereof.




5.8.4           Delay
      in Requests.  Failure or delay on the part of any Lender or the
      Issuing Lender to demand compensation pursuant to this Section shall not
      constitute a waiver of such Lender’s or the Issuing Lender’s right to demand
      such compensation, provided that the Borrower shall not be required to
      compensate a Lender or the Issuing Lender pursuant to this Section for any
      increased costs incurred
      or reductions suffered more than nine months prior to the date that such Lender
      or the Issuing







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Lender,
      as the case may be, notifies the Borrower of the Change in Law giving rise
      to
      such increased costs or reductions and of such Lender’s or the Issuing Lender’s
      intention to claim compensation therefor (except that, if the Change in Law
      giving rise to such increased costs or reductions is retroactive, then the
      nine
      (9) month period referred to above shall be extended to include the period
      of
      retroactive effect thereof).




5.9           Taxes.




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




5.9.2       Payment
      of Other Taxes by the Borrower.  Without limiting the provisions
      of Section 5.9.1 [Payments Free of Taxes] above, the Borrower shall timely
      pay any Other Taxes to the relevant Official Body in accordance with applicable
      Law.




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




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




5.9.5           Status
      of Lenders.  Any Foreign Lender that is entitled to an exemption
      from or reduction of withholding tax under the Law of the jurisdiction in which
      the Borrower is resident for tax purposes, or any treaty to which such
      jurisdiction is a party, with respect to payments hereunder or under any other
      Loan Document shall deliver to the Borrower (with a copy to the Administrative
      Agent), at the time or times prescribed by applicable Law or reasonably
      requested by the Borrower or the Administrative Agent, such properly completed
      and executed documentation prescribed by applicable Law as will permit such
      payments to be made without withholding or at a reduced rate of
      withholding.  Notwithstanding the submission of a such documentation
      claiming a reduced rate of or exemption from U.S. withholding tax, the
      Administrative Agent shall be entitled to withhold United States federal income
      taxes at the full 30% withholding rate if in its reasonable judgment it is
      required to do so under the due diligence requirements imposed upon a
      withholding agent under § 1.1441-7(b) of the United States Income Tax
      Regulations.  Further, the Administrative Agent is indemnified under §
1.1461-1(e) of the United States Income Tax Regulations against any claims
      and
      demands of any Lender or assignee or







-34-





participant
      of a Lender for the amount of any tax it deducts and withholds in accordance
      with regulations under § 1441 of the Internal Revenue Code.  In
      addition, any Lender, if requested by the Borrower or the Administrative Agent,
      shall deliver such other documentation prescribed by applicable Law or
      reasonably requested by the Borrower or the Administrative Agent as will enable
      the Borrower or the Administrative Agent to determine whether or not such Lender
      is subject to backup withholding or information reporting
      requirements.


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




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




(ii)          duly
      completed copies of  IRS Form W-8ECI,




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




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




5.10           Indemnity.  In
      addition to the compensation or payments required by Section 5.8 [Increased
      Costs] or Section 5.9 [Taxes], the Borrower shall indemnify each Lender
      against all liabilities, losses or expenses (including loss of margin, any
      loss
      or expense incurred in liquidating or employing deposits from third parties
      and
      any loss or expense incurred in connection with funds acquired by a Lender
      to
      fund or maintain Loans subject to a LIBOR Rate Option) which such Lender
      sustains or incurs as a consequence of any




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




(ii)          attempt
      by the Borrower to revoke (expressly, by later inconsistent notices or
      otherwise) in whole or part any Loan Requests under Section 2.5 [Loan
      Requests] or Section 4.2 [Interest Periods] or notice relating to
      prepayments under Section 5.6 [Voluntary Prepayments], or




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




If
      any
      Lender sustains or incurs any such loss or expense, it shall from time to time
      notify the Borrower of the amount determined in good faith by such Lender (which
      determination may include such assumptions, allocations of costs and expenses
      and averaging or attribution methods as such Lender







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shall
      deem reasonable) to be necessary to indemnify such Lender for such loss or
      expense.  Such notice shall set forth in reasonable detail the basis
      for such determination.  Such amount shall be due and payable by the
      Borrower to such Lender ten (10) Business Days after such notice is
      given.




6.           REPRESENTATIONS
      AND WARRANTIES




6.1           Representations
      and Warranties.  The Borrower, on behalf of itself and each of its
      Subsidiaries, represents and warrants to the Administrative Agent and each
      of
      the Lenders as follows:




6.1.1           Organization
      and Qualification; Power and Authority; Compliance With Laws; Title to
      Properties; Event of Default.  The Borrower and each of its
      Subsidiaries (i) is a corporation, partnership or limited liability company
      duly
      organized, validly existing and in good standing under the laws of its
      jurisdiction of organization, (ii) has the lawful power to own or lease its
      properties and to engage in the business it presently conducts or proposes
      to
      conduct, (iii) is duly licensed or qualified and in good standing in each
      jurisdiction listed on Schedule6.1.1 and in all other
      jurisdictions where failure to do so could reasonably be expected to result
      in a
      Material Adverse Change, (iv) has full power to enter into, execute, deliver
      and
      carry out this Agreement and the other Loan Documents to which it is a party,
      to
      incur the Indebtedness contemplated by the Loan Documents to which it is a
      party
      and to perform its Obligations under the Loan Documents to which it is a party,
      and all such actions have been duly authorized by all necessary proceedings
      on
      its part, (v) is in compliance in all material respects with all applicable
      Laws
      (other than Environmental Laws which are specifically addressed in
      Section 6.1.14 [Environmental Matters]) in all jurisdictions in which any
      Loan Party or Subsidiary of any Loan Party is presently doing business except
      where the failure to do so would not constitute a Material Adverse Change,
      and
      (vi) has good and marketable title to or valid leasehold interest in all
      properties, assets and other rights which it purports to own or lease or which
      are reflected as owned or leased on its books and records, free and clear of
      all
      Liens and encumbrances except Permitted Liens.  No Event of Default or
      Potential Default exists or is continuing.  GPE owns, directly or
      indirectly, over ninety-nine percent (99%) of the outstanding Equity Interests
      of the Borrower.




6.1.2           Subsidiaries
      and Owners; Investment Companies.  Schedule6.1.2
      states (i) the name of each of the Borrower's Subsidiaries, its jurisdiction
      of
      organization and the amount, percentage and type of equity interests in such
      Subsidiary (the "Subsidiary Equity Interests"), (ii) the name of each holder
      of
      an equity interest in the Borrower, the amount, percentage and type of such
      equity interest (the "Borrower Equity Interests"), and (iii) any
      options,****warrants or other rights outstanding to purchase
      any such equity interests referred to in clause (i) or (iii) (collectively
      the
      "Equity Interests").  The Borrower and each Subsidiary of the Borrower
      has good and marketable title to all of the Subsidiary Equity Interests it
      purports to own, free and clear in each case of any Lien and all such Subsidiary
      Equity Interests been validly issued, fully paid and
      nonassessable.  Neither the Borrower nor any of its Subsidiaries is an
      "investment company" registered or required to be registered under the
      Investment Company Act of 1940 or under the "control" of an "investment company"
      as such terms are defined in the Investment Company Act of 1940 and shall not
      become such an "investment company" or under such "control."




6.1.3           Validity
      and Binding Effect.  This Agreement and each of the other Loan
      Documents (i) has been duly and validly executed and delivered by the Borrower
      and each of its Subsidiaries, to the extent any such Subsidiary is a party
      hereto or thereto, and (ii) constitutes, or will constitute, legal, valid and
      binding obligations of the Borrower and each of its Subsidiaries which is or
      will be a party thereto, enforceable against such Borrower and Subsidiaries
      in
      accordance with its terms.




6.1.4           No
      Conflict; Material Agreements; Consents.  Neither the execution
      and delivery of this Agreement or the other Loan Documents by the Borrower
      or
      any of its Subsidiaries, to the extent any such Subsidiary is a party hereto
      or
      thereto, nor the consummation of the transactions herein or therein contemplated
      or compliance with the terms and provisions hereof or thereof by any of them
      will







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conflict
      with, constitute a default under or result in any breach of (i) the terms
      and conditions of the certificate of incorporation, bylaws, certificate of
      limited partnership, partnership agreement, certificate of formation, limited
      liability company agreement or other organizational documents of the Borrower
      or
      any of its Subsidiaries, (ii) any Law or order, writ, judgment, injunction
      or decree to which the Borrower or any of its Subsidiaries is a party or by
      which the Borrower or any of its Subsidiaries is bound or to which it is
      subject, or result in the creation or enforcement of any Lien, charge or
      encumbrance whatsoever upon any property (now or hereafter acquired) of the
      Borrower or any of its Subsidiaries (other than Liens granted under the Loan
      Documents) or (iii) any instrument, indenture, loan agreement, mortgage, deed
      of
      trust or other material agreement, to the extent that the same could reasonably
      be expected to result in a Material Adverse Change.  There is no
      default under such material agreement (referred to above) and neither the
      Borrower nor its Subsidiaries are bound by any contractual obligation, or
      subject to any restriction in any organization document, or any requirement
      of
      Law which could result in a Material Adverse Change.  No consent,
      approval, exemption, order or authorization of, or a registration or filing
      with, any Official Body or any other Person is required by any Law or any
      agreement in connection with the execution, delivery and carrying out of this
      Agreement and the other Loan Documents.




6.1.5           Litigation.  Schedule 6.1.5
      to this Agreement lists all pending litigation involving individual claims
      against the Borrower of more than $1,000,000.00.  There are no
      actions, suits, proceedings or investigations pending or, to the knowledge
      of
      the Borrower or any of its Subsidiaries, threatened against such Borrower or
      such Subsidiaries at law or in equity before any Official Body (whether listed
      on Schedule 6.1.5 or otherwise) which individually or in the aggregate may
      result in any Material Adverse Change.  Neither the Borrower nor any
      of its Subsidiaries are in violation of any order, writ, injunction or any
      decree of any Official Body which may result in any Material Adverse
      Change.




6.1.6           Financial
      Statements.




(i)           Historical
      Statements.  The Borrower has delivered to the Administrative
      Agent copies of its audited consolidated year-end financial statements for
      and
      as of the end of the fiscal year ending 2006.  In addition, the
      Borrower has delivered to the Administrative Agent copies of its unaudited
      consolidated interim financial statements for the fiscal year to date and as
      of
      the end of the fiscal quarter ended June 30, 2007 (all such annual and interim
      statements being collectively referred to as the "Statements").  The
      Statements were compiled from the books and records maintained by the Borrower's
      management, are correct and complete and fairly represent the consolidated
      financial condition of the Borrower and its Subsidiaries as of the respective
      dates thereof and the results of operations for the fiscal periods then ended
      and have been prepared in accordance with GAAP consistently applied, subject
      (in
      the case of the interim statements) to normal year-end audit
      adjustments.




(ii)           Accuracy
      of Financial Statements.  Neither the Borrower nor any Subsidiary
      of the Borrower has any material liabilities, contingent or otherwise, or
      forward or long-term commitments that are not disclosed in the Statements or
      in
      the notes thereto, and except as disclosed therein there are no unrealized
      or
      anticipated losses from any commitments of the Borrower or any Subsidiary of
      the
      Borrower which may cause a Material Adverse Change.  Since December
      31, 2006**,**no Material Adverse Change has occurred.




6.1.7           Margin
      Stock.  Neither the Borrower nor any of its Subsidiaries engages
      or intends to engage principally, or as one of its important activities, in
      the
      business of extending credit for the purpose, immediately, incidentally or
      ultimately, of purchasing or carrying margin stock (within the meaning of
      Regulation U, T or X as promulgated by the Board of Governors of the Federal
      Reserve System).  No part of the proceeds of any Loan has been or will
      be used, immediately, incidentally or ultimately, to purchase or carry any
      margin stock or to extend credit to others for the purpose of purchasing or
      carrying any margin stock or which is inconsistent with the provisions of the
      regulations of the Board of Governors of the Federal Reserve
      System.  Neither the Borrower nor any of its Subsidiaries







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holds
      or
      intends to hold margin stock in such amounts that more than 25% of the
      reasonable value of the assets of such Borrower or Subsidiary are or will be
      represented by margin stock.




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




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




6.1.10        Patents,
      Trademarks, Copyrights, Licenses, Etc.  The Borrower and each of
      its Subsidiaries owns or possesses all the material patents, trademarks, service
      marks, trade names, copyrights, licenses, registrations, franchises, permits
      and
      rights necessary to own and operate its properties and to carry on its business
      as presently conducted and planned to be conducted by such Borrower or
      Subsidiary, without known or actual conflict with the rights of others, and
      no
      such conflict has been alleged.




6.1.11        Liens
      in the Collateral.  The Liens in the Collateral granted to the
      Administrative Agent for the benefit of the Lenders pursuant to the Patent,
      Trademark and Copyright Security Agreement, the Pledge Agreement, and the
      Security Agreement (collectively, the "Collateral Documents") constitute and
      will continue to constitute first priority perfected Liens.  All
      filing fees and other expenses in connection with the perfection of such Liens
      have been or will be paid by the Borrower.




6.1.12        Insurance.  The
      tangible personalty and real property interests of the Borrower and each of
      its
      Subsidiaries are insured pursuant to policies and other bonds which are valid
      and in full force and effect and which provide adequate coverage from reputable
      and financially sound insurers in amounts sufficient to insure the assets and
      risks of each such Borrower and Subsidiary in accordance with prudent business
      practice in the industry of such Borrower and Subsidiaries.




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




(ii)
       No ERISA Event has occurred or is reasonably expected to occur; (a) no
      Pension Plan has any unfunded pension liability (i.e. excess of benefit
      liabilities over the current value of that Pension Plan's assets, determined
      in
      accordance with the assumptions used for funding the Pension Plan for the
      applicable plan year) that is reasonably likely to result in liability of
      $1,000,000 or more to the Borrower







-38-





or
      its
      Subsidiaries; (b) neither Borrower nor any ERISA Affiliate has incurred, or
      reasonably expects to incur, any liability under Title IV of ERISA with
      respect to any Pension Plan (other than premiums due and not delinquent under
      Section 4007 of ERISA); (c) neither Borrower nor any ERISA Affiliate has
      incurred, or reasonably expects to incur, any liability (and no event has
      occurred which, with the giving of notice under Section 4219 of ERISA,
      would result in such liability) under Sections 4201 or 4243 of ERISA with
      respect to a Multiemployer Plan; and (d) neither Borrower nor any ERISA
      Affiliate has engaged in a transaction that could be subject to Sections 4069
      or
      4212(c) of ERISA.




6.1.14        Environmental
      Matters.  The Borrower and each of its Subsidiaries are and, to
      the knowledge of each respective Borrower and Subsidiary are and have been
      in
      material compliance with applicable Environmental Laws except as disclosed
      on
      Schedule 6.1.14; provided that such matters so disclosed could not reasonably
      be
      expected to subject the Borrower to liability in excess of $2,500,000.00 or
      result in a Material Adverse Change.




6.1.15        Solvency.  The
      Borrower and each of its Subsidiaries are Solvent.  After giving
      effect to the transactions contemplated by the Loan Documents and the
      Receivables Purchase Facility, including all Indebtedness incurred thereby,
      the
      Liens granted by the Borrower in connection therewith and the payment of all
      fees related thereto, the Borrower and each of its Subsidiaries will be Solvent,
      determined as of the Closing Date.




6.1.16        Statutory
      Indebtedness Restrictions.  The Borrower and GPE have all
      necessary authorization required for the transactions contemplated by the Loan
      Documents under FPA or any other Law for the execution, delivery and performance
      of the Loan Documents to which the Borrower or GPE is a party do not and will
      not violate FPA or require any registration with, consent or approval of, or
      notice to, or any other action to, with or by any Governmental Authority under
      FPA or any Law, other than such reporting requirements as may be in effect
      from
      time to time under FPA.




6.2           Updates
      to Schedules.  Should any of the information or disclosures
      provided on any of the Schedules attached hereto become outdated or incorrect
      in
      any material respect, the Borrower shall promptly provide the Administrative
      Agent in writing with such revisions or updates to such Schedule as may be
      necessary or appropriate to update or correct same; provided, however, that
      no
      Schedule shall be deemed to have been amended, modified or superseded by any
      such correction or update, nor shall any breach of warranty or representation
      resulting from the inaccuracy or incompleteness of any such Schedule be deemed
      to have been cured thereby, unless and until the Required Lenders, in their
      sole
      and absolute discretion, shall have accepted in writing such revisions or
      updates to such Schedule.




7.           CONDITIONS
      OF LENDINGAND ISSUANCE OF LETTERS OF CREDIT




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




7.1           First
      Loans and Letters of Credit.




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




(i)           A
      certificate of the Borrower signed by an Authorized Officer, dated the Closing
      Date stating that the Borrower and its Subsidiaries are in compliance with
      each
      of their representations, warranties, covenants and conditions hereunder and
      no
      Event of Default or Potential Default exists, no Material Adverse Change has
      occurred since the date of the last audited financial statements of the Borrower
      delivered to the Administrative Agent, and no material adverse litigation
      exists.







-39-










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




(iii)           This
      Agreement and each of the other Loan Documents signed by an Authorized Officer
      and all appropriate financing statements and appropriate stock powers and
      certificates evidencing the pledged Collateral.




(iv)          A
      written opinion of counsel for the Loan Parties, dated the Closing Date and
      as
      to the matters set forth in Schedule7.1.1.




(v)           Evidence
      that adequate insurance required to be maintained under this Agreement is in
      full force and effect, with additional insured and lender loss payable special
      endorsements attached thereto in form and substance satisfactory to the
      Administrative Agent and its counsel naming the Administrative Agent as
      additional insured, mortgagee and lender loss payee.




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




(vii)         All
      material consents, regulatory approvals and licenses required to effectuate
      the
      transactions contemplated hereby.




(viii)        Evidence
      that the Amended and Restated Agreement dated July 2, 2004 among Borrower and
      PNC Bank and LaSalle Bank National Association, has been terminated, and all
      outstanding obligations thereunder have been paid and all Liens securing such
      obligations have been released;




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




(x)           A
      Borrowing Base Certificate prepared as of the Closing Date in substantially
      the
      form of Exhibit 8.3.5, showing total Unused Availability (using current
      amounts, rather than average amounts, for Loans and Letters of Credit
      Outstanding), after giving effect to (i) the Loans to be made on the Closing
      Date, (ii) the Letters of Credit issued and outstanding, and (iii) the
      consummation of the transactions contemplated hereby, of at least
      $25,000,000;




(xi)           A
      duly completed solvency certificate, in form and substance satisfactory to
      the
      Administrative Agent dated as of the Closing Date, signed by an Authorized
      Officer of Borrower;




(xii)          A
      field examination of the Borrower's receivables prepared in connection with
      the
      Receivables Purchase Facility which shall be satisfactory to the Administrative
      Agent, in its sole discretion;




(xiii)         No
      action, proceeding, investigation, regulation or legislation shall have been
      instituted, or, to the knowledge of any Authorized Officer of the Borrower
      and
      any Subsidiary, threatened or proposed before any court, governmental agency
      or
      legislative body to enjoin, restrain or prohibit, or to obtain damages in
      respect of, this Agreement, the other Loan Documents or the consummation of
      the
      transactions contemplated hereby or thereby or which, in the sole
      discretion







-40-





of
      the
      Administrative Agent, would make it inadvisable to consummate the transactions
      contemplated by this Agreement or any of the other Loan Documents;




(xiv)         The
      Administrative Agent and the Lenders shall have completed or shall have caused
      to be completed, to their satisfaction in form, scope, substance and in all
      other respects, a due diligence review with respect to the assets, financial
      condition, operations, business and prospects of the Borrower and each of the
      other Loan Parties, including a review, without limitation of the books and
      records of the Borrower and each of the other Loan Parties, the historical
      financial statements and related Form-10-K filed with the Securities and
      Exchange Commission for the fiscal year ended December 31, 2006, the financial
      projections (including income statements) from the Closing Date through the
      three year anniversary of the Closing Date, and all tax, ERISA, employee
      retirement benefit, environmental and the contingent liabilities to which the
      Borrower and any other Loan Party may be subject.




(xv)          an
      executed Company Note (as defined in the Purchase and Sale Agreement) delivered
      from Strategic Receivables to the Borrower pursuant to Section 3.1(b) of the
      Purchase and Sale Agreement; and




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




7.1.2           Payment
      of Fees.  The Borrower shall have paid or caused to be paid to the
      Administrative Agent for themselves and for the account of the Lenders to the
      extent not previously paid, all commitment and other fees accrued through the
      Closing Date and the costs and expenses for which the Administrative Agent
      and
      the Lenders are entitled to be reimbursed.




7.2           Each
      Loan or Letter of Credit.  At the time of making any Loans or
      issuing any Letters of Credit and after giving effect to the proposed extensions
      of credit:  the representations, warranties and covenants of the
      Borrower and its Subsidiaries shall then be true and no Event of Default or
      Potential Default shall have occurred and be continuing; the making of the
      Loans
      or issuance of such Letter of Credit shall not contravene any Law applicable
      to
      the Borrower or any of its Subsidiary or any of the Lenders; and the Borrower
      shall have delivered to the Administrative Agent a duly executed and completed
      Loan Request or to the Issuing Lender an application for a Letter of Credit,
      as
      the case may be.




8.           COVENANTS




The
      Borrower, on behalf of itself and each of its Subsidiaries, covenants and agrees
      that until Payment in Full, the Borrower and each of its Subsidiaries shall
      comply at all times with the following covenants:




8.1           Affirmative
      Covenants.




8.1.1           Preservation
      of Existence, Etc.  The Borrower and each of its Subsidiaries
      shall maintain its legal existence as a corporation, limited partnership or
      limited liability company and its license or qualification and good standing
      in
      each jurisdiction in which its ownership or lease of property or the nature
      of
      its business makes such license or qualification necessary.




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







-41-





8.1.3           Maintenance
      of Insurance.  The Borrower and each of its Subsidiaries shall
      insure its properties and assets against loss or damage by fire and such other
      insurable hazards as such assets are commonly insured (including fire, extended
      coverage, property damage, workers' compensation, public liability and business
      interruption insurance) and against other risks (including errors and omissions)
      in such amounts as similar properties and assets are insured by prudent
      companies in similar circumstances carrying on similar businesses, and with
      reputable and financially sound insurers, including self-insurance to the extent
      customary, all as reasonably determined by the Administrative
      Agent.  The Borrower and each of its Subsidiaries shall comply with
      the covenants and provide the endorsement set forth on Schedule 8.1.3
      relating to property and related insurance policies covering the
      Collateral.




8.1.4           Maintenance
      of Properties and Leases.  The Borrower and each of its
      Subsidiaries shall maintain in good repair, working order and condition
      (ordinary wear and tear excepted) in accordance with the general practice of
      other businesses of similar character and size, all of those properties useful
      or necessary to its business, and from time to time, Borrower and/or such
      Subsidiary shall will make or cause to be made all appropriate repairs, renewals
      or replacements thereof, all as in the reasonable judgment of Borrower may
      be
      necessary so that the business carried on in connection therewith may be
      properly and advantageously conducted; provided, however, that nothing shall
      prevent the Borrower from discontinuing the operation or maintenance of such
      property if such discontinuance is, in the reasonable judgment of the Borrower,
      desirable and not disadvantageous in any material respect to the Administrative
      Agent or any of the Lenders.




8.1.5           Visitation
      Rights.  The Borrower and each of its Subsidiaries shall permit
      any of the officers or authorized employees or representatives of the
      Administrative Agent or any of the Lenders to visit and inspect any of its
      properties and to examine and make excerpts from its books and records and
      discuss its business affairs, finances and accounts with its officers, all
      in
      such detail and at such times and as often as any of the Lenders may reasonably
      request, provided that each Lender shall provide the Borrower and the
      Administrative Agent with reasonable notice prior to any visit or
      inspection.  In the event any Lender desires to conduct an audit of
      the Borrower and each of its Subsidiaries shall, such Lender shall make a
      reasonable effort to conduct such audit contemporaneously with any audit to
      be
      performed by the Administrative Agent; and provided further, absent the
      occurrence of an Event of Default that is continuing, such inspections shall
      only be conducted upon reasonable advance notice and during normal business
      hours.  The Borrower, Administrative Agent and the Lenders agree that
      absent the occurrence of an Event of Default that is continuing, the Borrower
      shall be obligated to reimburse the Administrative Agent for costs and expenses
      associated with one inspection each fiscal year.




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




8.1.7           Compliance
      with Laws; Use of Proceeds.  The Borrower and each of its
      Subsidiaries shall comply with all applicable Laws, including all Environmental
      Laws, in all respects; provided that it shall not be deemed to be a violation
      of
      this Section 8.1.7 if any failure to comply with any Law would not result
      in fines, penalties, remediation costs, other similar liabilities or injunctive
      relief which in the aggregate would constitute a Material Adverse
      Change.  The Borrower and each of its Subsidiaries will use the
      Letters of Credit and the proceeds of the Loans only in accordance with Section
      2.8 above and as permitted by applicable Law.




8.1.8           Further
      Assurances.  The Borrower and each of its Subsidiaries (other than
      Strategic Receivables) shall, from time to time, at its expense, faithfully
      preserve and protect the




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Administrative
      Agent's Lien on and Prior Security Interest in the Collateral whether now owned
      or hereafter acquired (other than the Excluded Collateral) as a continuing
      first
      priority perfected Lien, subject only to Permitted Liens, and shall do such
      other acts and things as the Administrative Agent in its sole discretion may
      deem necessary or advisable from time to time in order to preserve, perfect
      and
      protect the Liens granted under the Loan Documents and to exercise and enforce
      its rights and remedies thereunder with respect to the Collateral.




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




8.2           Negative
      Covenants.




8.2.1           Indebtedness.  The
      Borrower and each of its Subsidiaries shall not at any time create, incur,
      assume or suffer to exist any Indebtedness, except:




(i)           Indebtedness
      under the Loan Documents;




(ii)          Existing
      Indebtedness as set forth on Schedule8.2.1 (including any
      extensions or renewals thereof; provided there is no increase in the
      amount thereof or other significant change in the terms thereof unless otherwise
      specified on Schedule8.2.1;




(iii)         Indebtedness
      secured by Purchase Money Security Interests not exceeding
      $5,000,000;




(iv)         Indebtedness
      of a Loan Party to another Loan Party which is subordinated pursuant to the
      Intercompany Subordination Agreement or Subordination Agreement;




(v)          the
      Subordinated Debt;




(vi)         Indebtedness
      in respect of obligations secured by  Permitted Liens described in
      clauses (xii) and (xiii) therein;




(vii)        Indebtedness
      in respect of Hedging Obligations permitted under Section 8.2.16;




(viii)       other
      future unsecured Indebtedness in an aggregate principal amount not to exceed
      $20,000,000.00;




(ix)          Any
      Permitted Refinancing Indebtedness;




(x)           Indebtedness
      in connection with the Receivables Purchase Facility; and




(xi)          Any
      (i) Lender Provided Interest Rate Hedge, (ii) other Interest Rate Hedge approved
      by the Administrative Agent or (iii) Indebtedness under any Other Lender
      Provided Financial Service Product.






8.2.2         
      Liens.  The Borrower and each of its Subsidiaries shall not, at
      any time create, incur, assume or suffer to exist any Lien on any of its
      property or assets, tangible or intangible, now owned or hereafter acquired,
      or
      agree or become liable to do so,****except Permitted
      Liens.






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8.2.3           Guaranties.  The
      Borrower and each of its Subsidiaries shall not, at any time, directly or
      indirectly, become or be liable in respect of any Guaranty, or assume,
      guarantee, become surety for, endorse or otherwise agree, become or remain
      directly or contingently liable upon or with respect to any obligation or
      liability of any other Person, except for (i) Guaranties of Indebtedness of
      the
      Borrower and each of its Subsidiaries permitted hereunder; (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 such
      Subsidiary; (iii) Guaranties with respect to appeal and performance bonds
      obtained by the Borrower or any of its Subsidiaries in the ordinary course
      of
      business; and (iv) Guaranties with respect to surety bonds issued for the
      benefit of the Borrower in an amount not to exceed $250,000,000.00.




8.2.4           Loans
      and Investments.  The Borrower and each of its Subsidiaries shall
      not, at any time, make or suffer to remain outstanding any loan or advance
      to,
      or purchase, acquire or own any stock, bonds, notes or securities of, or any
      partnership interest (whether general or limited) or limited liability company
      interest in, or any other investment or interest in,****or
      make any capital contribution to, any other Person, or agree, become or remain
      liable to do any of the foregoing, except:




(i)           trade
      credit extended on usual and customary terms in the ordinary course of
      business;




(ii)          advances
      to employees to meet expenses incurred by such employees in the ordinary course
      of business;




(iii)         investments
      in Cash Equivalents;




(iv)         loans,
      advances and investments in other Loan Parties (other than GPE or its
      Subsidiaries);




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




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




(vii)        loans,
      advances and investments in an amount not to exceed $20,000,000 in an aggregate
      amount at any time outstanding consisting of loans to GPE or its
      Subsidiaries;




(viii)       any
      sale of receivables to Strategic Receivables pursuant to the Receivables
      Purchase Facility or the Borrower's acceptance of notes from Strategic
      Receivables  pursuant to the Receivables Purchase Facility;
      and




(ix)          Investments
      in addition to those referred to elsewhere in this Section 8.2.4 in an
      amount not to exceed $2,500,000.00 in the aggregate at any time
      outstanding.




8.2.5           Dividends
      and Related Distributions.  The Borrower and each of its
      Subsidiaries shall not make or pay, or agree to become or remain liable to
      make
      or pay, any Distribution of any nature (whether in cash, property, securities
      or
      otherwise) on account of or in respect of its shares of capital stock,
      partnership interests or limited liability company interests on account of
      the
      purchase, redemption, retirement or acquisition of its shares of capital stock
      (or warrants, options or rights therefor), partnership interests or limited
      liability company interests, except (a) Distributions pursuant to
      Section 8.2.13 [Issuance of Stock] and (b) Distributions if, after giving
      effect to each Distribution, the Borrower and each of its Subsidiaries are
      in
      pro forma compliance with the covenants contained in Sections8.2.18 [Minimum
      Fixed Charge Coverage




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Ratio]
      and 8.2.19 [Minimum EBITDA]; provided, however, nothing
      contained in this section shall prohibit Strategic Receivables from making
      distributions of cash to the Borrower.




8.2.6           Restricted
      Payments.  The Borrower and each of its Subsidiaries shall not
      declare or make any Restricted Payment; provided, however, nothing
      contained in this section shall prohibit Strategic Receivables from (i) making
      payments on notes in favor of the Borrower pursuant to the Receivables Purchase
      Facility or (ii) paying any servicing fee to the Borrower in connection with
      the
      Receivables Purchase Facility.




8.2.7           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 Date and 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 hereof pursuant 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 Subsidiary to promptly deliver to the Administrative Agent the documents,
      instruments and agreements required pursuant to Section 8.2.10 [Subsidiaries,
      Partnerships and Joint Ventures] for a New Subsidiary; provided, however,
      Borrower and its Subsidiaries shall be permitted to capitalize Strategic
      Receivables;




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




(a)         no
      Event of Default or Potential Default shall have occurred and be continuing
      or
      would result from such Acquisition or the incurrence of any Indebtedness in
      connection 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 Acquisition shall 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 Closing Date;




(d)         the
      aggregate purchase price (including assumed liabilities) in connection with
      all
      such transactions during the term of this Agreement shall not exceed
      $25,000,000.00;




(e)         The
      Borrower and each of its Subsidiaries shall be, after giving effect to such
      Acquisition, in pro forma compliance with the covenants contained in Sections
      8.2.18 [Minimum Fixed Charge Coverage Ratio] and 8.2.19 [Minimum
      EBITDA] (including in such computation Indebtedness incurred in connection
      with
      such Acquisition and including income earned or expenses incurred by the Person,
      business or assets to be acquired prior to the date of such Acquisition);
      and




(f)         The
      Borrower shall have, after giving effect to such Acquisition, Unused
      Availability greater than or equal to $50,000,000.







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8.2.8           Dispositions
      of Assets or Subsidiaries.




The
      Borrower and each of its Subsidiaries shall not sell, convey, assign, lease,
      abandon or otherwise transfer or dispose of, voluntarily or involuntarily,
      any
      of its properties or assets, tangible or intangible (including sale, assignment,
      discount or other disposition of accounts, contract rights, chattel paper,
      equipment or general intangibles with or without recourse or of capital stock,
      shares of beneficial interest, partnership interests or limited liability
      company interests of a Subsidiary of such Borrower or Subsidiary),
      except:




(i)          transactions
      involving the sale of inventory in the ordinary course of business;




(ii)         any
      sale, transfer or lease of assets in the ordinary course of business which
      are
      no longer necessary or required in the conduct of the Borrower's or such
      Subsidiary's business;




(iii)        any
      sale, contribution, transfer or lease of assets by any wholly owned Subsidiary
      of the Borrower or its Subsidiaries to one another;




(iv)        any
      sale, purported sale, contribution, assignment, conveyance or transfer of assets
      contemplated by the Receivables Purchase Facility;




(v)         any
      sale, transfer or lease of assets in the ordinary course of business which
      are
      replaced by substitute assets acquired or leased within the parameters of
      Section 8.2.15 [Capital Expenditures and Leases]; provided such
      substitute assets are subject to the Lenders' Prior Security Interest;




(vi)        any
      sale, transfer or lease of assets, other than those specifically excepted
      pursuant to clauses (i) through (iv) above, which is approved by the Required
      Lenders so long as the after-tax proceeds (as reasonably estimated by the
      Borrower) are applied as a mandatory prepayment of the Loans in accordance
      with
      the provisions of Section 5.7.1 [Sale of Assets] above; or




(vii)       dividends
      and related distributions permitted pursuant to Section 8.2.5 [Dividends and
      Related Distributions].




8.2.9           Affiliate
      Transactions.  The Borrower and each of its Subsidiaries shall not
      enter into or carry out any transaction (including purchasing property or
      services from or selling property or services to any Affiliate of any Borrower
      or such Subsidiary or other Person) unless such transaction is not otherwise
      prohibited by this Agreement, is entered into in the ordinary course of business
      upon fair and reasonable arm's-length terms and conditions which are fully
      disclosed to the Administrative Agent and is in accordance with all applicable
      Law.




8.2.10         Subsidiaries,
      Partnerships and Joint Ventures.  The Borrower and each of its
      Subsidiaries shall not own or create directly or indirectly any Subsidiaries
      other than (i) any Subsidiary other than Strategic Receivables which has joined
      this Agreement as Guarantor on the Closing Date; and (ii) any Subsidiary formed
      after the Closing Date which joins this Agreement as a Guarantor by delivering
      to the Administrative Agent (A) a signed Guarantor Joinder;
      (B) documents in the forms described in Section 7.1 [First Loans]
      modified as appropriate; and (C) documents necessary to grant and perfect
      Prior Security Interests to the Administrative Agent for the benefit of the
      Lenders in the equity interests of, and Collateral held by, such
      Subsidiary.  The Borrower and each of its Subsidiaries shall not
      become or agree to become a party to a Joint Venture.




8.2.11         Continuation
      of or Change in Business.  The Borrower and each of its
      Subsidiaries shall not engage in any business other than substantially as
      conducted and operated by the Borrower or such Subsidiary during the present
      fiscal year,****and such Borrower or Subsidiary shall not
      permit any material change in such business**.**







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8.2.12        
      Fiscal Year.  The Borrower and each of its Subsidiaries shall
      not change its fiscal year from the twelve-month period beginning January 1
      and
      ending December 31.




8.2.13         Issuance
      of Stock.  The Borrower and each of its Subsidiaries shall not
      issue any additional shares of its capital stock or any options, warrants or
      other rights in respect thereof.




8.2.14         Changes
      in Organizational Documents.  The Borrower and each of its
      Subsidiaries (other than Strategic Receivables) shall not amend in any respect
      its certificate of incorporation (including any provisions or resolutions
      relating to capital stock), by-laws, certificate of limited partnership,
      partnership agreement, certificate of formation, limited liability company
      agreement or other organizational documents without providing at least thirty
      (30) calendar days' prior written notice to the Administrative Agent and the
      Lenders and, in the event such change would be adverse to the Lenders as
      determined by the Administrative Agent in its sole discretion, obtaining the
      prior written consent of the Required Lenders.




8.2.15         Intentionally
      Omitted.




8.2.16         Hedging
      Obligations.  The Borrower and each of its Subsidiaries (other
      than Strategic Receivables) shall not 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.




8.2.17         Subordinated
      Debt.  The Borrower shall not amend, 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
      the Subordination 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.




8.2.18          Minimum
      Fixed Charge Coverage Ratio.  The Borrower and each of its
      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) Interest Expense 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 Subsidiaries during 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 calculated as of the
      end
      of each fiscal quarter for the four fiscal quarters then ended, commencing
      with
      the fiscal quarter ending December 31, 2007, and for each fiscal year thereafter
      until the Maturity Date.




8.2.19         Minimum
      EBITDA.  The Borrower and each of its Subsidiaries shall not at
      any time permit EBITDA of the Borrower and each of its Subsidiaries, calculated
      as of the end of each fiscal quarter for the four fiscal quarters then ended,
      to
      be less than the applicable amount set for the applicable fiscal quarter
      below:




**Fiscal
                Quarter**
            **Amount**July
                1, 2007 through March 31, 2008
            $15,000,000April
                1, 2008 through September 30, 2008
            $17,500,000October
                1, 2008 through March 31, 2009
            $20,000,000April
                1, 2009 and each fiscal quarter thereafter
            $22,500,000










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8.2.20         Wholesale
      Supply Position.  The Borrower and each of its Subsidiaries (other
      than Strategic Receivables) shall employ a business strategy of entering into
      wholesale supply positions to approximately match the expected megawatt hour
      utilization of its fixed price retail supply contracts so that the net long
      or
      short position created by the Borrower's hedging activities shall not result
      in
      its book being more than 10% long or short megawatt hours in the
      aggregate.




8.2.21         Maximum
      Facility Usage.  The Borrower and each of its Subsidiaries shall
      not at any time permit the Facility Usage to exceed the Borrowing
      Base.




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




8.3.1           Borrowing
      Base Certificates; Schedules of Accounts; Hedging Report; Securitization
      Information.  Monthly, within twenty-one (21) calendar days after
      the end of each calendar month and upon demand by the Administrative Agent,
      (i)
      a Borrowing Base Certificate in the form of Exhibit 8.3.1 hereto,
      appropriately completed, executed and delivered by an Authorized Officer, (ii)
      a
      hedging report, in form and substance satisfactory to the Administrative Agent
      detailing all of the Borrower's and each of its Subsidiaries' Hedging
      Obligations and on the wholesale supply position referenced in
      Section 8.2.20 [Wholesale Supply Position], (iii) copies of any information
      submitted to the Administrator of the Receivable Purchase Agreement, including
      the Information Package (as such term is defined in the Receivables Purchase
      Agreement), and (iv) any additional detail that the Administrative Agent may
      request.




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




8.3.3           Annual
      Financial Statements.  As soon as available and in any event
      within ninety (90) days after the end of each fiscal year of the Borrower,
      financial statements of the Borrower consisting of a consolidated balance sheet
      as of the end of such fiscal year, and related consolidated statements of
      income, stockholders' equity and cash flows for the fiscal year then ended,
      all
      in reasonable detail and setting forth in comparative form the financial
      statements as of the end of and for the preceding fiscal year, and certified
      by
      independent certified public accountants of nationally recognized standing
      satisfactory to the Administrative Agent.  The certificate or report
      of accountants shall be free of qualifications (other than any consistency
      qualification that may result from a change in the method used to prepare the
      financial statements as to which such accountants concur) and shall not indicate
      the occurrence or existence of any event, condition or contingency which would
      materially impair the prospect of payment or performance of any covenant,
      agreement or duty of Borrower or any of its Subsidiaries under any of the Loan
      Documents.  The Borrower shall deliver with such financial statements
      and certification by their accountants a letter of such accountants to the
      Administrative Agent and the Lenders substantially to the effect that, based
      upon their ordinary and customary examination of the affairs of the Borrower,
      performed in connection with the preparation of such consolidated financial
      statements, and in accordance with GAAP, they are not aware of the existence
      of
      any condition or event which constitutes an Event of Default or Potential
      Default or, if they are aware of such condition or event, stating the nature
      thereof.







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8.3.4           Certificate
      of the Borrower.  Concurrently with the financial statements of
      the Borrower furnished to the Administrative Agent and to the Lenders pursuant
      to Sections 8.3.2 [Quarterly Financial Statements] and 8.3.3 [Annual
      Financial Statements], a certificate (each a "Compliance Certificate") of the
      Borrower signed by the Chief Executive Officer, President or Chief Financial
      Officer of the Borrower in the form of Exhibit 8.3.4. including, without
      limitation, schedules detailing Distributions and compliance with the financial
      covenants.




8.3.5           Notices




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




8.3.5.2     Litigation.  Promptly
      after the commencement thereof, notice of all actions, suits, proceedings or
      investigations before or by any Official Body or any other Person against
      Borrower or any of its Subsidiaries which relate to the Collateral, involve
      a
      claim or series of claims in excess of $2,500,000 or which if adversely
      determined would constitute a Material Adverse Change.




8.3.5.3     Organizational
      Documents.  Within the time limits set forth in
      Section 8.2.14 [Changes in Organizational Documents], any amendment to the
      organizational documents of any Loan Party.




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




8.3.5.5     ERISA
      Event.  Immediately upon the occurrence of any ERISA
      Event.




8.3.5.6     Business
      Plans; Financial Projections.  As soon as practicable and in any
      event not later than thirty (30) days after the beginning of each fiscal 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 reasonably satisfactory to the Administrative Agent.




8.3.5.7     Other
      Reports. Promptly upon their becoming available to the
      Borrower:




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




(ii)      SEC
      Reports; Shareholder Communications.  Reports, including Forms
      10-K, 10-Q and 8-K, registration statements and prospectuses and other
      shareholder communications, filed by the Borrower with the Securities and
      Exchange Commission, if any,




(iii)     Other
      Indebtedness.  Deliver to the Administrative 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 non-contingent Indebtedness pursuant
      to
      the terms of the agreements governing such non-contingent 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 communication received by the Borrower from the holders of
      non-contingent Indebtedness pursuant to







-49-





the
      terms
      of such non-contingent Indebtedness, such delivery to be made promptly after
      such notice or other communication is received by the Borrower,




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




9.           DEFAULT




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




9.1.1           Payments
      Under Loan Documents.  The Borrower shall fail to pay any
      principal of any Loan (including scheduled installments, mandatory prepayments
      or the payment due at maturity), Reimbursement Obligation or Letter of Credit
      or
      Obligation or any interest on any Loan, Reimbursement Obligation or Letter
      of
      Credit Obligation or any other amount owing hereunder or under the other Loan
      Documents within one (1) day of the date on which such principal, interest
      or
      other amount becomes due in accordance with the terms hereof or
      thereof;




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




9.1.3           Breach
      of Negative Covenants; Borrowing Base Exceeded or Visitation
      Rights.  The Borrower or any of its Subsidiaries shall default in
      the observance or performance of any covenant contained in Section 5.7.2
      [Borrowing Base Exceeded], Section 8.1.5 [Visitation Rights] or
      Section 8.2 [Negative Covenants] other than Section 8.2.18 (which is
      specifically addressed in Section 9.1.11 [Breach of Fixed Charge Coverage Ratio]
      below);




9.1.4           Breach
      of Reporting Requirement.  The Borrower shall default in the
      observance or performance of any covenant contained in Section 8.3.1[Reporting
      Requirements] and such default shall continue unremedied for a period of ten
      (10) Business Days;




9.1.5           Breach
      of Other Covenants.  Any of the Loan Parties shall default in the
      observance or performance of any other covenant, condition or provision hereof
      or of any other Loan Document and such default shall continue unremedied for
      a
      period of thirty (30) calendar days;




9.1.6           Defaults
      in Other Agreements or Indebtedness.  A default or event of
      default shall occur at any time under the terms of any other agreement involving
      borrowed money or the extension of credit or any other Indebtedness under which
      (i) the Borrower or any Subsidiary of the Borrower may be obligated as a
      borrower or guarantor in excess of $7,500,000 in the aggregate or (ii) GPE
      may
      be obligated as a borrower or guarantor in excess of $25,000,000 in the
      aggregate, and such breach, default or event of default consists of the failure
      to pay (beyond any period of grace permitted with respect thereto, whether
      waived or not) any Indebtedness when due (whether at stated maturity, by
      acceleration or otherwise) or if such breach or default permits or causes the
      acceleration of any Indebtedness (whether or not such right shall have been
      waived) or the termination of any commitment to lend;




9.1.7           Final
      Judgments or Orders.  Any money judgment(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 any their 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) days prior to the date of any proposed
      sale
      thereunder;







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




9.1.9           Uninsured
      Losses; Proceedings Against Assets.  There shall occur any
      material uninsured damage to or loss, theft or destruction of any of the
      Collateral in excess of $2,500,000 in the aggregate during the term of this
      Agreement, or the Collateral or the Borrower or any of its Subsidiaries' assets
      are attached, seized, levied upon or subjected to a writ or distress warrant;
      or
      such come within the possession of any receiver, trustee, custodian or assignee
      for the benefit of creditors and the same is not cured within thirty (30) days
      thereafter;




9.1.10     Events
      Relating to Plans and Benefit Arrangements.  (i) An ERISA Event
      occurs with respect to a Pension Plan or Multiemployer Plan which has resulted
      or could reasonably be expected to result in liability of Borrower under Title
      IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate
      amount in excess of $1,000,000, or (ii) Borrower or any ERISA Affiliate fails
      to
      pay when due, after the expiration of any applicable grace period, any
      installment payment with respect to its withdrawal liability under Section
      4201
      of ERISA under a Multiemployer Plan in an aggregate amount in excess of
      $100,000;




9.1.11         Breach
      of Fixed Charge Coverage Ratio.  The Borrower shall default in the
      performance of or compliance with the financial covenant contained in
      Section 8.2.18 [Minimum Fixed Charge Coverage Ratio] (a "Fixed Charge
      Coverage Ratio Covenant Breach"), and such default is not cured pursuant to
      the
      procedure set forth below within fifteen (15) days after the determination
      of
      such Fixed Charge Coverage Ratio Covenant Breach.  In the event of a
      Fixed Charge Coverage Ratio Covenant Breach and so long as (i) no other
      Potential Default or Event of Default has occurred and is continuing, and (ii)
      no GPE Cross Default has occurred and is continuing, GPE may within fifteen
      (15)
      days of the determination of such breach, cure the Fixed Charge Coverage Ratio
      Covenant Breach through a GPE Cash Infusion or GPE Guarantee Increase, or
      combination thereof, in an amount equal to the amount required to achieve
      compliance with the Fixed Charge Coverage Ratio, such amount to be determined
      as
      of the last day of the quarter when compliance with the Fixed Charge Coverage
      Ratio was tested; provided that, in no event shall GPE be permitted to make
      a
      GPE Guarantee Increase in excess of $15,000,000 for purposes of this Section
      9.1.11.  In regard to a Fixed Charge Coverage Ratio Covenant Breach,
      the Fixed Charge Coverage Ratio shall be recalculated by adding to EBITDA the
      amount(s) of the applicable GPE Cash Infusion, GPE Guarantee Increase and/or
      the
      amount of the GPE Letter of Credit.  For purposes of this Section
      9.1.11, any increase in EBITDA for the fiscal quarter in which a Fixed Charge
      Coverage Ratio Covenant Breach occurred resulting from such GPE Cash Infusion,
      GPE Guarantee Increase and/or the amount of the GPE Letter of Credit shall
      be
      deemed to modify EBITDA for such fiscal quarter for purposes of calculating
      compliance with the Fixed Charge Coverage Ratio in fiscal quarters following
      the
      fiscal quarter in which such Fixed Charge Coverage Ratio Covenant Breach has
      occurred, but only so long as the full amount of such GPE Cash Infusion, GPE
      Guarantee Increase and/or the amount of the GPE Letter of Credit is maintained
      and is not reduced by means of a Distribution or reduction in the GPE Guarantee
      Increase or GPE Letter of Credit.




9.1.12         Change
      of Control. A Change of Control shall occur;




9.1.13         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 or
      any
      of the Borrower’s or any of its Subsidiaries party thereto seeks to repudiate
      its







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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 Liens shall not have the perfection
      or
      priority contemplated by this Agreement or the Loan Documents;




9.1.14         Environmental
      Matters.  The Borrower or any of 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 any other Person
      of any contaminant into the environment, or (iii) any violation of any
      Environmental Law which by the Borrower or any of its Subsidiaries, which,
      in
      any case, has or could reasonably be expected to subject the Borrower or any
      of
      its Subsidiaries to liability in excess of $1,000,000.00;




9.1.15         Guarantor
      Revocation.(i)Any
      guarantor of the Obligations shall
      terminate or revoke or refuse to perform any of its payment obligations under
      the applicable guarantee agreement or (ii) a GPE Default (as defined in such
      guarantee agreement) shall occur;providedthat upon the timely issuance of a GPE
      Letter of Credit, any violation of subsection (i) and (ii) of this Section
      shall
      not constitute an Event of Default;




9.1.16         Default
      Under Subordinated Debt.  A default or 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 to
      otherwise collect the amount outstanding with respect to the Subordinated
      Debt;




9.1.17         Default
      under Contractual Obligations.  A default or event of default
      shall occur under (i) any Energy Purchase Contract, to the extent that such
      default could reasonably be expected to result in a Material Adverse Change;
      (ii) the Receivables Purchase Facility; or (iii) any other contractual
      obligation of the Borrower or any of its Subsidiaries where such default or
      event of default could reasonably be expected to have a Material Adverse Change;
      or




9.1.18         Relief
      Proceedings.




(i)  
      A Relief Proceeding shall have been instituted against any Loan Party or
      Subsidiary of the Borrower and such Relief Proceeding shall remain undismissed
      or unstayed and in effect for a period of sixty (60) consecutive days or such
      court shall enter a decree or order granting any of the relief sought in such
      Relief Proceeding, (ii) any Loan Party or Subsidiary of the Borrower institutes,
      or takes any action in furtherance of, a Relief Proceeding, or (iii) any Loan
      Party or any Subsidiary of the Borrower ceases to be Solvent or admits in
      writing its inability to pay its debts as they mature.




9.2           Consequences
      of Event of Default.




9.2.1           Events
      of Default Other Than Bankruptcy, Insolvency or Reorganization
      Proceedings.  If an Event of Default specified under
      Sections 9.1.1 through 9.1.17 shall occur and be continuing, the Lenders
      and the Administrative Agent shall be under no further obligation to make Loans
      and the Issuing Lender shall be under no obligation to issue Letters of Credit
      and the Administrative Agent may, and upon the request of the Required Lenders,
      shall (i) by written notice to the Borrower, declare the unpaid principal
      amount of the Notes then outstanding and all interest accrued thereon, any
      unpaid fees and all other Indebtedness of the Borrower to the Lenders hereunder
      and thereunder to be forthwith due and payable, and the same shall thereupon
      become and be immediately due and payable to the Administrative Agent for the
      benefit of each Lender without presentment, demand, protest or any other notice
      of any kind, all of which are hereby expressly waived, and (ii) require the
      Borrower to, and the Borrower shall thereupon, deposit in a non-interest-bearing
      account with the







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Administrative
      Agent, as cash collateral for its Obligations under the Loan Documents, an
      amount equal to the maximum amount currently or at any time thereafter available
      to be drawn on all outstanding Letters of Credit, and the Borrower hereby
      pledges to the Administrative Agent and the Lenders, and grants to the
      Administrative Agent and the Lenders a security interest in, all such cash
      as
      security for such Obligations; and




9.2.2           Bankruptcy,
      Insolvency or Reorganization Proceedings.  If an Event of Default
      specified under Section 9.1.18 [Relief Proceedings] shall occur, the
      Lenders shall be under no further obligations to make Loans hereunder and the
      Issuing Lender shall be under no obligation to issue Letters of Credit and
      the
      unpaid principal amount of the Loans then outstanding and all interest accrued
      thereon, any unpaid fees and all other Indebtedness of the Borrower to the
      Lenders hereunder and thereunder shall be immediately due and payable, without
      presentment, demand, protest or notice of any kind, all of which are hereby
      expressly waived; and




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




9.2.4           Application
      of Proceeds.  From and after the date on which the Administrative
      Agent has taken any action pursuant to this Section 9.2 and until all
      Obligations of the Borrower and its Subsidiaries have been paid in full, any
      and
      all proceeds received by the Administrative Agent from any sale or other
      disposition of the Collateral, or any part thereof, or the exercise of any
      other
      remedy by the Administrative Agent, shall be applied as follows:




(i)         first,
      to reimburse the Administrative Agent and the Lenders for out-of-pocket costs,
      expenses and disbursements, including reasonable attorneys' and paralegals'
      fees
      and legal expenses, incurred by the Administrative Agent or the Lenders in
      connection with realizing on the Collateral or collection of any Obligations
      of
      any of the Borrower and its Subsidiaries under any of the Loan Documents,
      including advances made by the Lenders or any one of them or the Administrative
      Agent for the reasonable maintenance, preservation, protection or enforcement
      of, or realization upon, the Collateral, including advances for taxes,
      insurance, repairs and the like and reasonable expenses incurred to sell or
      otherwise realize on, or prepare for sale or other realization on, any of the
      Collateral;




(ii)        second,
      to the repayment of all Obligations then due and unpaid of the Borrower and
      its
      Subsidiaries to the Lenders or their Affiliates incurred under this Agreement
      or
      any of the other Loan Documents or agreements evidencing Lender Provided
      Financial







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Services
      Obligations, whether of principal, interest, fees, expenses or otherwise and
      to
      cash collateralize the Letter of Credit Obligations, in such manner as the
      Administrative Agent may determine in its discretion; and




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




10.           THE
      ADMINISTRATIVE AGENT




10.1           Appointment
      and Authority.  Each of the Lenders and the Issuing Lender hereby
      irrevocably appoints PNC Bank to act on its behalf as the Administrative Agent
      hereunder and under the other Loan Documents and authorizes the Administrative
      Agent to take such actions on its behalf and to exercise such powers as are
      delegated to the Administrative Agent by the terms hereof or thereof, together
      with such actions and powers as are reasonably incidental
      thereto.  The provisions of this Section 10 are solely for the
      benefit of the Administrative Agent, the Lenders and the Issuing Lender, and
      neither the Borrower nor any other Loan Party shall have rights as a third
      party
      beneficiary of any of such provisions.




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




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




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




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




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




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







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




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




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




10.6           Resignation
      of Administrative Agent.  The Administrative Agent may at any time
      give notice of its resignation to the Lenders, the Issuing Lender and the
      Borrower.  Upon receipt of any such notice of resignation, the
      Required Lenders shall have the right, with approval from the Borrower (so
      long
      as no Event of Default has occurred and is continuing), to appoint a successor,
      such approval not to be unreasonably withheld or delayed.  If no such
      successor shall have been so appointed by the Required Lenders and shall have
      accepted such appointment within thirty (30) days after the retiring
      Administrative Agent gives notice of its resignation, then the retiring
      Administrative Agent may on behalf of the Lenders and the Issuing Lender,
      appoint a successor Administrative Agent meeting the qualifications set forth
      above; provided that if the Administrative Agent shall notify the Borrower
      and
      the Lenders that no qualifying Person has accepted such appointment, then such
      resignation shall nonetheless become effective in accordance with such notice
      and (i) the retiring Administrative Agent shall be discharged from its
      duties and obligations hereunder and under the other Loan Documents (except
      that
      in the case of any collateral security held by the Administrative Agent on
      behalf of the Lenders or the Issuing Lender under any of the Loan Documents,
      the
      retiring Administrative Agent shall continue to hold such collateral security
      until such time as a successor Administrative Agent is appointed) and
      (ii) all payments, communications and determinations provided to be made
      by, to or through the Administrative Agent shall







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instead
      be made by or to each Lender and the Issuing Lender directly, until such time
      as
      the Required Lenders appoint a successor Administrative Agent as provided for
      above in this Section 10.6.  Upon the acceptance of a successor’s
      appointment as Administrative Agent hereunder, such successor shall succeed
      to
      and become vested with all of the rights, powers, privileges and duties of
      the
      retiring (or retired) Administrative Agent, and the retiring Administrative
      Agent shall be discharged from all of its duties and obligations hereunder
      or
      under the other Loan Documents (if not already discharged therefrom as provided
      above in this Section).  The fees payable by the Borrower to a
      successor Administrative Agent shall be the same as those payable to its
      predecessor unless otherwise agreed between the Borrower and such
      successor.  After the retiring Administrative Agent’s resignation
      hereunder and under the other Loan Documents, the provisions of this
      Section 10 and Section 11.3 [Expenses; Indemnity; Damage Waiver] shall
      continue in effect for the benefit of such retiring Administrative Agent, its
      sub-agents and their respective Related Parties in respect of any actions taken
      or omitted to be taken by any of them while the retiring Administrative Agent
      was acting as Administrative Agent.




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




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




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




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




10.10         Authorization
      to Release Collateral and Guarantors.  The Lenders and Issuing
      Lenders authorize the Administrative Agent to release (i) any Collateral
      consisting of assets or equity interests sold or otherwise disposed of in a
      sale
      or other disposition or transfer permitted under Section 8.2.8 [Disposition
      of Assets or Subsidiaries] and (ii) any Guarantor from its obligations under
      the
      Guaranty Agreement if the ownership interests in such Guarantor are sold or
      otherwise disposed of or transferred to persons other than Loan Parties or
      Subsidiaries of the Loan Parties in a transaction permitted under
      Section 8.2.8 [Disposition of Assets or Subsidiaries].




10.11         No
      Reliance on Administrative Agent's Customer Identification
      Program.  Each Lender acknowledges and agrees that neither such
      Lender, nor any of its Affiliates, participants or assignees, may rely on the
      Administrative Agent to carry out such Lender's, Affiliate's, participant's
      or







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assignee's
      customer identification program, or other obligations required or imposed under
      or pursuant to the USA Patriot Act or the regulations thereunder, including
      the
      regulations contained in 31 CFR 103.121 (as hereafter amended or replaced,
      the
      "CIP Regulations"), or any other Anti-Terrorism Law, including any programs
      involving any of the following items relating to or in connection with any
      of
      the Loan Parties, their Affiliates or their agents, the Loan Documents or the
      transactions hereunder or contemplated hereby: (i) any identity verification
      procedures, (ii) any recordkeeping, (iii) comparisons with government lists,
      (iv) customer notices or (v) other procedures required under the CIP Regulations
      or such other Laws.




10.12         Intercreditor
      Agreement.Each of the Lenders hereby authorizes the Administrative Agent to
      enter the Intercreditor Agreement, and agrees to be bound by the provisions
      thereof.  The Administrative Agent shall be authorized to make any
      amendment, waiver, permit, consent or approval with respect to such
      Intercreditor Agreement in its sole discretion (except for any amendment to
      Section 6(b) thereof or otherwise in any manner materially adverse to the
      interest of the Lenders), and any such amendment, waiver, permit, consent or
      approval shall be binding upon each of the Lenders and the Administrative
      Agent.




11.           MISCELLANEOUS




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




11.1.1        Increase
      of Commitment.  Increase the amount of the Commitment of any
      Lender hereunder without the consent of such Lender;




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




11.1.3        Release
      of Collateral or Guarantor.  Release all or substantially all of
      the Collateral or any Guarantor from its Obligations under the Guaranty
      Agreement without the consent of all Complying Lenders, except for (i) sales
      of
      assets permitted by Section 8.2.8 [Disposition of Assets or Subsidiaries]
      or (ii) the release any Guarantor or any Collateral having a value less than
      or
      equal to $5,000,000.00 at any one time; or




11.1.4        Miscellaneous.  Amend
      Section 5.2 [Pro Rata Treatment of Lenders], 10.3 [Exculpatory
      Provisions, Etc.] or 5.3 [Sharing of Payments by Lenders] or the definitions
      Eligible Receivables, Receivables or Securitization Usage contained in Section
      1.1 [Definitions] or this Section 11.1, alter any provision regarding the
      pro rata treatment of the Lenders or requiring all Lenders to authorize the
      taking of any action or reduce any percentage specified in the definition of
      Required Lenders, in each case without the consent of all of the Complying
      Lenders;




provided
      that no agreement, waiver or consent which would modify the interests, rights
      or
      obligations of the Administrative Agent or the Issuing Lender without the
      written consent of such Administrative Agent or Issuing Lender, as applicable,
      and provided, further that, if in connection with any proposed waiver,
      amendment or modification referred to in Sections 11.1.1
      through 11.1.4 above, the consent of the Required Lenders is obtained but
      the consent of one or more of such other Lenders whose consent is







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required
      is not obtained (each a "Non-Consenting Lender"), then the Borrower shall have
      the right to replace any such Non-Consenting Lender with one or more replacement
      Lenders pursuant to Section 5.6.2 [Replacement of a Lender].




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




11.3           Expenses;
      Indemnity; Damage Waiver.




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




11.3.2         Indemnification
      by the Borrower.  The Borrower shall indemnify the Administrative
      Agent (and any sub-agent thereof), each Lender and the Issuing Lender, and
      each
      Related Party of any of the foregoing Persons (each such Person being called
      an
“Indemnitee”) against, and hold each Indemnitee harmless from, any and all
      losses, claims, damages, liabilities and related expenses (including the fees,
      charges and disbursements of any counsel for any Indemnitee), and shall
      indemnify and hold harmless each Indemnitee from all fees and time charges
      and
      disbursements for attorneys who may be employees of any Indemnitee, incurred
      by
      any Indemnitee or asserted against any Indemnitee by any third party or by
      the
      Borrower or any other Loan Party arising out of, in connection with, or as
      a
      result of (i) the execution or delivery of this Agreement, any other Loan
      Document or any agreement or instrument contemplated hereby or thereby, the
      performance by the parties hereto of their respective obligations hereunder
      or
      thereunder or the consummation of the transactions contemplated hereby or
      thereby, (ii) any Loan or Letter of Credit or the use or proposed use of
      the proceeds therefrom (including any refusal by the Issuing Lender to honor
      a
      demand for payment under a Letter of Credit if the documents presented in
      connection with such demand do not strictly comply with the terms of such Letter
      of Credit), (iii) breach of representations, warranties or covenants of the
      Borrower under the Loan Documents, or (iv) any actual or prospective claim,
      litigation, investigation or proceeding relating to any of the foregoing,
      including any such items or losses relating to or arising under Environmental
      Laws or pertaining to environmental matters, whether based on contract, tort
      or
      any other theory, whether brought







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by
      a
      third party or by the Borrower or any other Loan Party, and regardless of
      whether any Indemnitee is a party thereto; provided that such indemnity
      shall not, as to any Indemnitee, be available to the extent that such losses,
      claims, damages, liabilities or related expenses (x) are determined by a
      court of competent jurisdiction by final and nonappealable judgment to have
      resulted from the gross negligence or willful misconduct of such Indemnitee
      or
      (y) result from a claim brought by the Borrower or any other Loan Party
      against an Indemnitee for breach in bad faith of such Indemnitee's obligations
      hereunder or under any other Loan Document, if the Borrower or such Loan Party
      has obtained a final and nonappealable judgment in its favor on such claim
      as
      determined by a court of competent jurisdiction.




11.3.3         Reimbursement
      by Lenders.  To the extent that the Borrower for any reason fails
      to indefeasibly pay any amount required under Sections 11.3.1 [Costs and
      Expenses] or 11.3.2 [Indemnification by the Borrower] to be paid by it to
      the Administrative Agent (or any sub-agent thereof), the Issuing Lender or
      any
      Related Party of any of the foregoing, each Lender severally agrees to pay
      to
      the Administrative Agent (or any such sub-agent), the Issuing Lender or such
      Related Party, as the case may be, such Lender’s Ratable Share (determined as of
      the time that the applicable unreimbursed expense or indemnity payment is
      sought) of such unpaid amount, provided that the unreimbursed expense or
      indemnified loss, claim, damage, liability or related expense, as the case
      may
      be, was incurred by or asserted against the Administrative Agent (or any such
      sub-agent) or the Issuing Lender in its capacity as such, or against any Related
      Party of any of the foregoing acting for the Administrative Agent (or any such
      sub-agent) or Issuing Lender in connection with such capacity.




11.3.4          Waiver
      of Consequential Damages, Etc.  To the fullest extent permitted by
      applicable Law, the Borrower shall not assert, and hereby waives, any claim
      against any Indemnitee, on any theory of liability, for special, indirect,
      consequential or punitive damages (as opposed to direct or actual damages)
      arising out of, in connection with, or as a result of, this Agreement, any
      other
      Loan Document or any agreement or instrument contemplated hereby, the
      transactions contemplated hereby or thereby, any Loan or Letter of Credit or
      the
      use of the proceeds thereof.  No Indemnitee referred to in
      Section 11.3.2 [Indemnification by Borrower] shall be liable for any
      damages arising from the use by unintended recipients of any information or
      other materials distributed by it through telecommunications, electronic or
      other information transmission systems in connection with this Agreement or
      the
      other Loan Documents or the transactions contemplated hereby or
      thereby.




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




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




11.5           Notices;
      Effectiveness; Electronic Communication.




11.5.1         Notices
      Generally.  Except in the case of notices and other communications
      expressly permitted to be given by telephone (and except as provided in
      Section 11.5.2 [Electronic Communications]), all notices and other
      communications provided for herein shall be in writing and shall be delivered
      by
      hand or overnight courier service, mailed by certified or registered mail or
      sent by telecopier (i) if to a Lender, to it at its address set forth in its
      administrative questionnaire, or (ii) if to any other Person, to it at its
      address set forth on Schedule 1.1(B).







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Notices
      sent by hand or overnight courier service, or mailed by certified or registered
      mail, shall be deemed to have been given when received; notices sent by
      telecopier shall be deemed to have been given when sent (except that, if not
      given during normal business hours for the recipient, shall be deemed to have
      been given at the opening of business on the next Business Day for the
      recipient).  Notices delivered through electronic communications to
      the extent provided in Section 11.5.2 [Electronic Communications], shall be
      effective as provided in such Section.




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




11.5.3         Change
      of Address, Etc.  Any party hereto may change its address or
      telecopier number for notices and other communications hereunder by notice
      to
      the other parties hereto.




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




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




11.8           Successors
      and Assigns.




11.8.1         Successors
      and Assigns Generally.  The provisions of this Agreement shall be
      binding upon, and inure to the benefit of, the parties hereto and their
      respective successors and assigns permitted hereby, except that neither the
      Borrower nor any other Loan Party may assign or otherwise transfer any of its
      rights or obligations hereunder without the prior written consent of the
      Administrative Agent and each Lender and no Lender may assign or otherwise
      transfer any of its rights or obligations hereunder except (i) to an assignee
      in
      accordance with the provisions of Section 11.8.2 [Assignments by Lenders],
      (ii) by way of participation in accordance with the provisions of
      Section







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11.8.4 [Participations],
      or (iii) by way of pledge or assignment of a security interest subject to the
      restrictions of Section 11.8.6 [Certain Pledges; Successors and Assigns
      Generally] (and any other attempted assignment or transfer by any party hereto
      shall be null and void).  Nothing in this Agreement, expressed or
      implied, shall be construed to confer upon any Person (other than the parties
      hereto, their respective successors and assigns permitted hereby, Participants
      to the extent provided in Section 11.8.4 [Participations] and, to the
      extent expressly contemplated hereby, the Related Parties of each of the
      Administrative Agent and the Lenders) any legal or equitable right, remedy
      or
      claim under or by reason of this Agreement.




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




(i)           Minimum
      Amounts.




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




(B)           in
      any case not described in clause (i)(A) of this Section 11.8.2, the aggregate
      amount of the Commitment (which for this purpose includes Loans outstanding
      thereunder) or, if the applicable Commitment is not then in effect, the
      principal outstanding balance of the Loans of the assigning Lender subject
      to
      each such assignment (determined as of the date the Assignment and Assumption
      Agreement with respect to such assignment is delivered to the Administrative
      Agent or, if “Trade Date” is specified in the Assignment and Assumption
      Agreement, as of the Trade Date) shall not be less than $5,000,000, unless
      each
      of the Administrative Agent and, so long as no Event of Default has occurred
      and
      is continuing, the Borrower otherwise consents (each such consent not to be
      unreasonably withheld or delayed).




(ii)           Proportionate
      Amounts.  Each partial assignment shall be made as an assignment
      of a proportionate part of all the assigning Lender’s rights and obligations
      under this Agreement with respect to the Loan or the Commitment
      assigned.




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




(A)           the
      consent of the Borrower (such consent not to be unreasonably withheld or
      delayed) shall be required unless (x) an Event of Default has occurred and
      is
      continuing at the time of such assignment or (y) such assignment is to a Lender,
      an Affiliate of a Lender or an Approved Fund;




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




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







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




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




Subject
      to acceptance and recording thereof by the Administrative Agent pursuant to
      Section 11.8.3 [Register], from and after the effective date specified in
      each Assignment and Assumption Agreement, the assignee thereunder shall be
      a
      party to this Agreement and, to the extent of the interest assigned by such
      Assignment and Assumption Agreement, have the rights and obligations of a Lender
      under this Agreement, and the assigning Lender thereunder shall, to the extent
      of the interest assigned by such Assignment and Assumption Agreement, be
      released from its obligations under this Agreement (and, in the case of an
      Assignment and Assumption Agreement covering all of the assigning Lender’s
      rights and obligations under this Agreement, such Lender shall cease to be
      a
      party hereto) but shall continue to be entitled to the benefits of
      Sections 4.4 [LIBOR Rate Unascertainable; Illegality; Increased Costs;
      Deposits Not Available], 5.8 [Increased Costs; Indemnity], and 11.3
      [Expenses, Indemnity; Damage Waiver]**with respect to facts and
      circumstances occurring prior to the effective date of such
      assignment.  Any assignment or transfer by a Lender of rights or
      obligations under this Agreement that does not comply with this
      Section 11.8.2 shall be treated for purposes of this Agreement as a sale by
      such Lender of a participation in such rights and obligations in accordance
      with
      Section 11.8.4 [Participations].




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




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




Any
      agreement or instrument pursuant to which a Lender sells such a participation
      shall provide that such Lender shall retain the sole right to enforce this
      Agreement and to approve any amendment, modification or waiver of
      any  provision of this Agreement; provided that such agreement
      or instrument may provide that such Lender will not, without the consent of
      the
      Participant, agree to any amendment, modification or waiver with respect to
      Sections 11.1.1 [Increase of Commitment, Etc.], 11.1.2 [Extension of
      Payment, Etc.], or 11.1.3 [Release of Collateral or
      Guarantor]).  Subject to Section 11.8.5 [Limitations upon
      Participant Rights Successors and Assigns Generally], the Borrower agrees that
      each Participant shall be entitled to the benefits of Sections 4.4 [LIBOR
      Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available]
      and 5.8 [Increased Costs; Indemnity]**to the same extent as if
      it were a Lender and had acquired its interest by assignment pursuant to
      Section 11.8.2 [Assignments by Lenders].  To the extent permitted
      by Law, each Participant also shall be entitled to the benefits of
      Section 9.2.3 [Setoff]**as though it were a Lender;
provided such Participant agrees to be subject to Section 5.3
      [Sharing of Payments by Lenders]**as though it were a
      Lender.







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11.8.5         Limitations
      upon Participant Rights Successors and Assigns Generally.  A
      Participant shall not be entitled to receive any greater payment under
      Sections 5.8 [Increased Costs], 5.9 [Taxes] or 11.3 [ Expenses;
      Indemnity; Damage Waiver]**than the applicable Lender would have
      been entitled to receive with respect to the participation sold to such
      Participant, unless the sale of the participation to such Participant is made
      with the Borrower’s prior written consent.  A Participant that would
      be a Foreign Lender if it were a Lender shall not be entitled to the benefits
      of
      Section 5.9 [Taxes]**unless the Borrower is notified of the
      participation sold to such Participant and such Participant agrees, for the
      benefit of the Borrower, to comply with Section 5.9.5 [Status of
      Lenders]**as though it were a Lender.




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




11.8.7         Assignment
      and Participation Expenses.  Any Lender assigning any portion of
      its Commitment and/or Loans or selling a participation in its Commitment and/or
      Loans, and the assignee(s) and Participant(s), shall bear their own fees and
      expenses incurred in connection with any such assignment or participation,
      and
      none of the Borrower, any other Loan Party or any of their respective Affiliates
      shall have any obligation for any such fees or expenses.




11.9           Confidentiality.




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




11.9.2         Sharing
      Information With Affiliates of the Lenders.  Each Loan Party
      acknowledges that from time to time financial advisory, investment banking
      and
      other services may be offered or provided to the Borrower or one or more of
      its
      Affiliates (in connection with this Agreement or otherwise) by any Lender or
      by
      one or more Subsidiaries or Affiliates of such Lender and each of the Loan
      Parties hereby authorizes each Lender to share any information delivered to
      such
      Lender by such







-63-





Loan
      Party and its Subsidiaries pursuant to this Agreement to any such Subsidiary
      or
      Affiliate subject to the provisions of Section 11.9.1 [General].




11.10               Counterparts;
      Integration; Effectiveness.




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




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




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




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







-64-










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




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




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




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




**[SIGNATURE
      PAGES TO FOLLOW]**







-65-








**[SIGNATURE
      PAGE TO CREDIT AGREEMENT]**












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




WITNESS/ATTEST:
              
              ____________________________
            **STRATEGIC
                ENERGY, L.L.C.**
              
              **___________________________________**By:
              Name:
                Brian M. Begg
              Title:
                Vice President, Corporate Development and
                Finance
















**[SIGNATURE
      PAGE TO CREDIT AGREEMENT]**







**PNC
                BANK NATIONAL ASSOCIATION**
              individually
                and as Administrative Agent
              
              ____________________________________By:
              Name:
                Thomas A. Majeski
              Title:
                Vice President and Director
















**[SIGNATURE
      PAGE TO CREDIT AGREEMENT]**







**FIFTH
                THIRD BANK**
              
              ____________________________________By:
              Name:
                Jim Janovksy
              Title:
                Vice President
















**[SIGNATURE
      PAGE TO CREDIT AGREEMENT]**







**THE
                HUNTINGTON NATIONAL BANK**
              
              ____________________________________By:
              Name:
                W. Christopher Kohler
              Title:
                Vice President



















**SCHEDULE 1.1(A)**




**PRICING
      GRID--**


**VARIABLE
      PRICING AND FEES BASED ON UNUSED
      AVAILABILITY**




**(PRICING
      EXPRESSED IN BASIS POINTS)**




Level
            **Unused
                Availability**
            **Commitment**
              **Fee**
            **Letter
                of Credit Fee**
            **Base
                Rate Spread**
            **LIBOR
                Rate Spread****I**
            **Greater
                than $50,000,000**
            **37.5**
            **175**
            **25**
            **175****II**
            **Less
                than or equal to $50,000,000 but greater than
                $25,000,000**
            **37.5**
            **200**
            **50**
            **200****III**
            **Less
                than or equal to $25,000,000**
            **50**
            **225**
            **75**
            **225**







For
      purposes of determining the Applicable Margin, the Applicable Commitment Fee
      Rate and the Applicable Letter of Credit Fee Rate:




(a)           The
      Applicable Margin, the Applicable Commitment Fee Rate and the Applicable Letter
      of Credit Fee Rate shall be determined on the Closing Date based on the Unused
      Availability computed on such date pursuant to a Borrowing Base Certificate
      to
      be delivered on the Closing Date.




(b)           The
      Applicable Margin, the Applicable Commitment Fee Rate and the Applicable Letter
      of Credit Fee Rate shall be recomputed in connection with each delivery of
      a
      Borrowing Base Certificate on the 21st day of each calendar month and shall
      apply retroactively to the first day of such calendar month; provided, if
      the Borrower shall fail to deliver such Borrowing Base Certificate on the 21st
      day of such month, the Loans and Letters of Credit shall be subject Level III
      pricing for such calendar month.




(c)           This
      paragraph shall not limit the rights of the Administrative Agent, any Lender
      or
      the Issuing Lender, as the case may be, under Section 2.9 [Letter of Credit
      Subfacility] or 4.3 [Interest After Default] or 9
      [Default].  The Borrower’s obligations under this paragraph shall
      survive the termination of the Commitments and the repayment of all other
      Obligations hereunder.












SCHEDULE
        1.1.(A) - 1





**SCHEDULE 1.1(B)**




**COMMITMENTS
      OF LENDERS AND ADDRESSES FOR NOTICES**




Page
      1 of
      2




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




**Lender**
            **Commitment**
            **Ratable
                Share**Name:  PNC
                Bank, National Association
              Address:  
                One PNC Plaza, 2nd
                Floor
              249
                Fifth Avenue
              Pittsburgh,
                PA 15222-2707
              Attention:
                Thomas A. Majeski
              Telephone:         412-762-2431
              Telecopy:            412-762-6484
            $20,000,000
            40.000000000%Name:
                Fifth Third Bank
              Address:  
                707 Grant Street, Gulf Tower, 21st Floor
              Pittsburgh, PA 15219
              Attention: 
                Jim Janovsky
              Telephone:         (412)
                291-5427
              Telecopy:            (412)
                291-5411
            $15,000,000
            30.000000000%Name:  The
                Huntington National Bank
              Address:  
                336 Fourth Avenue
              Pittsburgh, PA 15222
              Attention: 
                W. Christopher Kohler
              Telephone:          (412)
                227-6496
              Telecopy:             (412)
                227-2249
            $15,000,000
            30.000000000%Total
            $50,000,000
            100%







SCHEDULE
      1.1(B) - 1








**SCHEDULE 1.1(B)**




**COMMITMENTS
      OF LENDERS AND ADDRESSES FOR NOTICES**




Page
      2 of
      2




**Part
      2 - Addresses for Notices to Borrower and Guarantors:**




**ADMINISTRATIVE
      AGENT**




Agency
      Services


PNC
      Bank,
      National Association


PNC
      Firstside Center


4th
      Floor


500
      First
      Avenue


Pittsburgh,
      PA  15219


Attention:  Trina
      Barkley


Telephone:          (412)
      768-0423


Telecopy:             (412)
      705-2006







**BORROWER:**




Name:  Strategic
      Energy, L.L.C.


Address:
      Two Gateway Center, 9th Floor


Pittsburgh,
      PA  15222-1458


Attention:  Brian
      M. Begg


Telephone:           (412)
      394-6467


Telecopy:              (412)
      394-6664




**GUARANTOR:**




Name:  Great
      Plains Energy, Incorporated


Address:  1201
      Walnut


Kansas
      City, MO 64106


Attention:  Michael
      W. Cline


Telephone:            (816)
      556-2622


Telecopy:               (816)
      556-2992










SCHEDULE
      1.1(B) - 2








**SCHEDULE 
      8.1.3**




**INSURANCE
      REQUIREMENTS RELATING TO THE COLLATERAL**




COVENANTS:




At
      the
      request of the Administrative Agent, the Borrower and its Subsidiaries shall
      deliver to the Administrative Agent and each of the Lenders (x) on the
      Closing Date and annually thereafter an original certificate of insurance signed
      by the Borrower's and its Subsidiaries' independent insurance broker describing
      and certifying as to the existence of the insurance on the Collateral required
      to be maintained by this Agreement and the other Loan Documents, together with
      a
      copy of the endorsement described in the next sentence attached to such
      certificate and (y) from time to time a summary schedule indicating all
      insurance then in force with respect to each of the Borrower and its
      Subsidiaries.  Such policies of insurance shall contain special
      endorsements, in form and substance acceptable to the Administrative Agent,
      which shall include the provisions set forth below.  The applicable
      Borrower and/or Subsidiary shall notify the Administrative Agent promptly of
      any
      occurrence causing a material loss or decline in value of the Collateral and
      the
      estimated (or actual, if available) amount of such loss or
      decline.  Any monies received by the Administrative Agent constituting
      insurance proceeds or condemnation proceeds may, at the option of the
      Administrative Agent, (i) be applied by the Administrative Agent to the
      payment of the Loans in such manner as the Administrative Agent may reasonably
      determine, or (ii) be disbursed to the applicable Borrower and/or
      Subsidiary on such terms as are deemed appropriate by the Administrative Agent
      for the repair, restoration and/or replacement of property in respect of which
      such proceeds were received.




ENDORSEMENT:




(i) specify
      the Administrative Agent as an additional insured and lender loss payee as
      its
      interests may appear, with the understanding that any obligation imposed upon
      the insured (including the liability to pay premiums) shall be the sole
      obligation of the applicable Borrower and/or Subsidiary and not that of the
      insured,




(ii) provide
      that the interest of the Lenders shall be insured regardless of any breach
      or
      violation by the applicable Borrower and/or Subsidiary of any warranties,
      declarations or conditions contained in such policies or any action or inaction
      of the applicable Borrower and/or Subsidiary or others insured under such
      policies,




(iii) provide
      a waiver of any right of the insurers to set off or counterclaim or any other
      deduction, whether by attachment or otherwise,




(iv) provide
      that any and all rights of subrogation which the insurers may have or acquire
      shall be, at all times and in all respects, junior and subordinate to the prior
      payment in full of the Indebtedness hereunder and that no insurer shall exercise
      or assert any right of subrogation until such time as the Indebtedness hereunder
      has been paid in full and the Commitments have terminated,




(v) provide,
      except in the case of public liability insurance and workmen's compensation
      insurance, that all insurance proceeds for losses of less than $1,000,000 shall
      be adjusted with and payable to the applicable Borrower and/or Subsidiary and
      that all insurance proceeds for losses of $1,000,000 or more shall be adjusted
      with and payable to the Administrative Agent,




(vi) include
      effective waivers by the insurer of all claims for insurance premiums against
      the Administrative Agent,







SCHEDULE
      8.1.3 - 1





(vii) provide
      that no cancellation of such policies for any reason (including non-payment
      of
      premium) nor any change therein shall be effective until at least thirty (30)
      days after receipt by the Administrative Agent of written notice of such
      cancellation or change,




(viii) be
      primary without right of contribution of any other insurance carried by or
      on
      behalf of any additional insureds with respect to their respective interests
      in
      the Collateral, and




(ix) provide
      that inasmuch as the policy covers more than one insured, all terms, conditions,
      insuring agreements and endorsements (except limits of liability) shall operate
      as if there were a separate policy covering each insured.







SCHEDULE
      8.1.3 - 2