Exhibit
      10.2.b







[Published
      CUSIP Number: ____]














CREDIT
      AGREEMENT








Dated
      as
      of May 11, 2006





among





KANSAS
      CITY POWER & LIGHT COMPANY,





CERTAIN
      LENDERS,





BANK
      OF
      AMERICA, N.A.,





as
      Administrative Agent,





JPMORGAN
      CHASE BANK, N.A.,





as
      Syndication Agent,





and





BNP
      PARIBAS, THE
      BANK
      OF TOKYO-MITSUBISHI UFJ,


LIMITED,
      CHICAGO BRANCH and
      WACHOVIA BANK N.A.,





as
      Co-Documentation Agents











BANC
      OF
      AMERICA SECURITIES LLC





and





J.P.
      MORGAN SECURITIES INC.





Joint
      Lead Arrangers and Joint Book Runners







**TABLE
      OF CONTENTS**





**Page**ARTICLE
                I  DEFINITIONS
            11.1
            Definitions.
            11.2
            Accounting
                Principles.
            141.3
            Letter
                of Credit Amounts.
            14ARTICLE
                II  THE CREDITS
            142.1
            Commitment
            142.2
            Required
                Payments; Termination.
            152.3
            Ratable
                Loans.
            152.4
            Types
                of Advances; Minimum Amount.
            152.5
            Facility
                Fee; Utilization Fee.
            152.6
            Changes
                in Aggregate Commitment.
            152.7
            Optional
                Prepayments.
            162.8
            Method
                of Selecting Types and Interest Periods for New Advances.
            172.9
            Conversion
                and Continuation of Outstanding Advances.
            172.10
            Changes
                in Interest Rate, etc.
            182.11
            Rates
                Applicable After Default.
            182.12
            Meted
                of Payment.
            192.13
            Noteless
                Agreement; Evidence of Indebtedness.
            192.14
            Telephonic
                Notices.
            202.15
            Interest
                Payment Dates; Interest and Fee Basis.
            202.16
            Notification
                of Advances, Interest Rates, Prepayments and Commitment
                Reductions.
            202.17
            Lending
                Installations.
            212.18
            Non-Receipt
                of Funds by the Administrative Agent.
            212.19
            Letters
                of Credit.
            212.20
            Extension
                of Advances, Interest Rates, Prepayments and Commitment
            26ARTICLE
                III  YIELD PROTECTION; TAXES
            273.1
            Yield
                Protection.
            273.2
            Changes
                in Capital Adequacy Regulations.
            283.3
            Availability
                of Types of Advances.
            293.4
            Funding
                Indemnification.
            293.5
            Taxes.
            293.6
            Lender
                Statements; Survival of Indemnity.
            31ARTICLE
                IV  CONDITIONS PRECEDENT
            314.1
            Initial
                Credit Extension.
            314.2
            Each
                Credit Extension.
            32ARTICLE
                V  REPRESENTATIONS AND WARRANTIES
            335.1
            Existence
                and Standing.
            335.2
            Authorization
                and Validity
            335.3
            No
                Conflict; Government Consent
            345.4
            Financial
                Statements
            345.5
            Material
                Adverse Change
            345.6
            Taxes
            34











5.7
            Litigation;
                etc.
            355.8
            ERISA.
            355.9
            Accuracy
                of Information.
            355.10
            Regulation
                U.
            355.11
            Material
                Agreements.
            355.12
            Compliance
                With Laws.
            365.13
            Ownership
                of Properties.
            365.14
            Plan
                Assets; Prohibited Transactions.
            365.15
            Environmental
                Matters.
            365.16
            Investment
                Company Act.
            365.17
            Pari
                Passu Indebtedness.
            365.18
            Solvency.
            37ARTICLE
                VI  COVENANTS
            376.1
            Financial
                Reporting.
            376.2
            Permits,
                Etc.
            396.3
            Use
                of Proceeds.
            396.4
            Notice
                of Default.
            396.5
            Conduct
                of Business.
            396.6
            Taxes.
            406.7
            Insurance.
            406.8
            Compliance
                with Laws.
            406.9
            Maintenance
                of Properties; Books of Record.
            406.10
            Inspection.
            416.11
            Consolidations,
                Mergers and Sale of Assets.
            416.12
            Liens.
            426.13
            Affiliates.
            456.14
            ERISA.
            456.15
            Total
                Indebtedness to Total Capitalization
            456.16
            Restriction
                on Subsidiary Dividends.
            45ARTICLE
                VII  DEFAULTS
            467.1
            A
                Change of Control shall occur.
            47ARTICLES
                VIII  ACCELERATION, WAIVERS, AMENDMENTS AND
                REMEDIES
            488.1
            Acceleration,
                Letter of Credit Account.
            488.2
            Amendments.
            488.3
            Preservation
                of Rights.
            49ARTICLE
                IX  GENERAL PROVISIONS
            509.1
            Survival
                of Representations.
            509.2
            Governmental
                Regulation.
            509.3
            Headings.
            509.4
            Entire
                Agreement.
            509.5
            Several
                Obligations; Benefits of this Agreement.
            509.6
            Expenses;
                Indemnification.
            509.7
            Numbers
                of Documents.
            519.8
            Accounting.
            529.9
            Severability
                of Provisions.
            529.10
            Nonliability
                of Lenders.
            52







9.11
            Limited
                Disclosure.
            529.12
            USA
                PATRIOT ACT NOTIFICATION.
            539.13
            Nonreliance.
            539.14
            No
                Advisory or Fiduciary Responsibility.
            53ARTICLE
                X THE ADMINISTRATIVE AGENT
            5410.1
            Appointment
                and Authority.
            5410.2
            Rights
                as a Lender.
            5410.3
            Exculpatory
                Provisions.
            5510.4
            Reliance
                by Administrative Agent.
            5610.5
            Delegation
                of Duties.
            5610.6
            Resignation
                of Administrative Agent.
            5610.7
            Non-Reliance
                on Administrative Agent and Other Lenders.
            5710.8
            No
                Other Duties, Etc.
            5710.9
            Administrative
                Agent May File Proofs of Claim
            57ARTICLE
                XI  SETOFF; RATABLE PAYMENTS
            5811.1
            Setoff.
            5811.2
            Ratable
                Payments.
            59ARTICLE
                XII  BENEFIT OF AGREEMENT; ASSIGNMENTS;
                PARTICIPATIONS
            5912.1
            Successors
                and Assigns.
            5912.2
            Replacement
                of Lenders.
            62ARTICLE
                XIII  NOTICES
            6313.1
            Notices.
            6313.2
            Change
                of Address.
            63ARTICLE
                XIV  COUNTERPARTS
            64ARTICLES XV  OTHER
                AGENTS
            64ARTICLE
                XVI  CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY
                TRIAL
            6416.1
            CHOICE
                OF LAW.
            6416.2
            CONSENT
                TO JURISDICTION.
            6416.3
            WAIVER
                OF JURY TRIAL.
            65ARTICLE
                XVII  TERMINATION OF EXISTING CREDIT FACILITY
            65












SCHEDULESI
                II
                III
                IV
              Commitments
                Pricing
                  Schedule
                Processing
                  & Recordation Fees
                Certain
                  Addresses for NoticesEXHIBITSA
                B
                C
                D
              Form
                  of Compliance Certificate
                Form
                  of Assignment and Assumption
                Form
                  of Wire Transfer Instructions
                Form
                  of Note


**CREDIT
      AGREEMENT**





This
      Credit Agreement dated as of May 11, 2006 is among Kansas City Power & Light
      Company, a Missouri corporation, the Lenders, JPMorgan Chase Bank, N.A., as
      Syndication Agent and Bank of America, N.A., as Administrative Agent. The
      parties hereto agree as follows:





**ARTICLE** **I**





**DEFINITIONS**





**1.** **1**  **Definitions** **.**





As
      used
      in this Agreement, the following terms have the following meanings (such
      meanings to be equally applicable to both the singular and plural forms of
      such
      terms):





“Additional
      Commitment Lender” is defined in Section
      2.20(d) .





“Administrative
      Agent” means Bank of America in its capacity as administrative agent under any
      of the Loan Documents, or any successor administrative agent.





“Administrative
      Questionnaire” means an Administrative Questionnaire in a form supplied by the
      Administrative Agent.





“Advance”
      means a borrowing hereunder (or conversion or continuation thereof) consisting
      of the aggregate amount of the several Loans made on the same Borrowing Date
      (or
      date of conversion or continuation) by the Lenders to the Borrower of the same
      Type and, in the case of Eurodollar Advances, for the same Interest
      Period.





“Affiliate”
      of any Person means any other Person directly or indirectly controlling,
      controlled by or under common control with such Person. For purposes of this
      definition, “control” (including, with correlative meanings, the terms
“controlled by” and “under common control with”) shall mean the possession,
      directly or indirectly, of the power to direct or cause the direction of the
      management or policies of a Person, whether through the ownership of voting
      securities or by contract or otherwise.





“Agents”
      means, collectively, the Administrative Agent and the Syndication Agent, and
      “Agent” means either of them.





“Aggregate
      Commitment” means the aggregate of the Commitments of all Lenders, as changed
      from time to time pursuant to the terms hereof. The amount of the Aggregate
      Commitment in effect as of the Closing Date is TWO HUNDRED FIFTY MILLION DOLLARS
      ($250,000,000); provided however
      at such time as the Borrower provides the Administrative Agent with a legal
      opinion satisfactory in form and substance to the Administrative Agent
      confirming that the Borrower has received all necessary governmental consents,
      approvals and authorization to incur up to $400,000,000 or more of Obligations
      under this Agreement, the







Aggregate
        Commitment shall be automatically increased on a pro rata basis to FOUR HUNDRED
        MILLION DOLLARS ($400,000,000).
 
 “Aggregate
        Outstanding Credit Exposure” means, at any time, the aggregate of the
        Outstanding Credit Exposure of all Lenders.
 
 “Agreement”
        means this credit agreement, as it may be amended or modified and in effect
        from
        time to time.
 
 “Alternate
        Base Rate” means for any day a fluctuating rate per annum equal to the higher of
        (a) the Federal Funds Effective Rate plus 1/2 of 1% and (b) the rate
        of interest in effect for such day as publicly announced from time to time
        by
        Bank of America as its “prime rate.” The “prime rate” is a rate set by Bank of
        America based upon various factors including Bank of America’s costs and desired
        return, general economic conditions and other factors, and is used as a
        reference point for pricing some loans, which may be priced at, above, or
        below
        such announced rate. Any change in such rate announced by Bank of America
        shall
        take effect at the opening of business on the day specified in the public
        announcement of such change.
 
 “Applicable
        Margin” means, with respect to Advances of any Type at any time, the percentage
        rate per annum which is applicable at such time with respect to Advances
        of such
        Type as set forth in the Pricing Schedule.
 
 “Approved
        Fund” means any Fund 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.
 
 “Approving
        Lenders” is defined in Section
        2.20(e) .
 
 “Arrangers”
        means Banc of America Securities LLC and J.P. Morgan Securities Inc., and
        “Arranger” means either of them.
 
 “Article”
        means an article of this Agreement unless another document is specifically
        referenced.
 
 “Assignment
        Agreement” means an assignment and assumption entered into by a Lender and an
        Eligible Assignee (with the consent of any party whose consent is required
        by Section 12.1(b) ),
        and
        accepted by the Administrative Agent, in substantially the form of Exhibit B or any
        other form approved by the Administrative Agent.
 
 “Attributable
        Indebtedness” means, on any date, (i) in respect of any Capitalized Lease
        Obligation of any Person, the capitalized amount thereof that would appear
        on a
        balance sheet of such Person prepared as of such date in accordance with
        GAAP,
        and (ii) in respect of any Synthetic Lease Obligation, the capitalized amount
        of
        the remaining lease payments under the relevant lease that would appear on
        a
        balance sheet of such Person prepared as of such date in accordance with
        GAAP if
        such lease were accounted for as a Capitalized Lease.


“Authorized
      Officer” means any of the President, any Vice President, the Chief Financial
      Officer or the Treasurer of the Borrower, in each case acting
      singly.





“Bank
      of
      America” means Bank of America, N.A. in its individual capacity and its
      successors.





“BAS”
      means Banc of America Securities LLC.





“Borrower”
      means Kansas City Power & Light Company, a Missouri corporation, and its
      permitted successors and assigns.





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





“Borrowing
      Notice” is defined in Section 2.8 .





“Business
      Day” means (i) with respect to any borrowing, payment or rate selection of
      Eurodollar Advances, a day (other than a Saturday or Sunday) on which banks
      generally are open in Chicago and New York City for the conduct of substantially
      all of their commercial lending activities and on which dealings in United
      States dollars are carried on in the London interbank market and (ii) for all
      other purposes, a day (other than a Saturday or Sunday) on which banks generally
      are open in Chicago and New York City for the conduct of substantially all
      of
      their commercial lending activities.





“Capitalized
      Lease” of a Person means any lease of Property by such Person as lessee which
      would be capitalized on a balance sheet of such Person prepared in accordance
      with GAAP.





“Capitalized
      Lease Obligations” of a Person means the amount of the obligations of such
      Person under Capitalized Leases which would be shown as a liability on a balance
      sheet of such Person prepared in accordance with GAAP.





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





(i)
            any
                “person” or “group” (as such terms are used in Sections 13(d) and
                14(d) of the Securities Exchange Act of 1934, but excluding any employee
                benefit plan of Great Plains or its Subsidiaries, or any Person acting
                in
                its capacity as trustee, agent or other fiduciary or administrator
                of any
                such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and
                13d-5 under the Securities Exchange Act of 1934), directly or indirectly,
                of 33 1/3% or more of the equity interests of Great Plains;
                or





(ii)
            during
                any period of 12 consecutive months (or such lesser period of time
                as
                shall have elapsed since the formation of Great Plains), a majority
                of the
                members of the board of directors or other equivalent governing body
                of
                Great Plains ceases to be composed of individuals (x) who were members
                of
                that board or equivalent governing body on the first day of such
                period,
                (y) whose election or nomination




3








to
                that board or equivalent governing body was approved by individuals
                referred to inclause (x)above constituting at the time of such election or nomination at
                least a
                majority of that board or equivalent governing body or (z) whose
                election
                or nomination to that board or other equivalent governing body was
                approved by individuals referred to inclauses (x)and(y)above constituting at the time of such election or nomination at
                least a
                majority of that board or equivalent governing
                body.




“Closing
      Date” means May 11, 2006.





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





“Commitment”
      means, for each Lender, the obligation of such Lender to make Loans and to
      participate in Letters of Credit in an aggregate amount not exceeding the amount
      set forth on Schedule I hereto
or as set forth in any Assignment Agreement relating to any assignment that
      has
      become effective pursuant to Section 12.1(b) ,
      as such
      amount may be modified from time to time pursuant to the terms
      hereof.





“Consolidated
      Net Income” means, for any period, for the Borrower and its Consolidated
      Subsidiaries, the net income of the Borrower and its Consolidated Subsidiaries
      from continuing operations, excluding extraordinary items for that
      period.





“Consolidated
      Subsidiaries” means all Subsidiaries of the Borrower that are (or should be)
      included when preparing the consolidated financial statements of the
      Borrower.





“Consolidated
      Tangible Net Worth” means, as of any date of determination, for the Borrower and
      its Consolidated Subsidiaries, Shareholders’ Equity of the Borrower and its
      Consolidated Subsidiaries on that date minus the
      Intangible Assets of the Borrower and its Consolidated Subsidiaries on that
      date.





“Contingent
      Obligation” of a Person means any agreement, undertaking or arrangement by which
      such Person assumes, guarantees, endorses, contingently agrees to purchase
      or
      provide funds for the payment of, or otherwise becomes or is contingently liable
      upon, the obligation or liability of any other Person, or agrees to maintain
      the
      net worth or working capital or other financial condition of any other Person,
      or otherwise assures any creditor of such other Person against
      loss.





“Controlled
      Group” means all members of a controlled group of corporations or other business
      entities and all trades or businesses (whether or not incorporated) under common
      control which, together with the Borrower or any of its Subsidiaries, are
      treated as a single employer under Section 414 of the Code.





“Conversion/Continuation
      Notice” is defined in Section 2.9 .





“Credit
      Extension” means the making of an Advance or the issuance of a Letter of
      Credit.





4





“Default”
      means an event described in Article VII .





“Eligible
      Assignee” means (a) a Lender; (b) an Affiliate of a Lender;
      (c) an Approved Fund; and (d) any other Person (other than a natural
      person) approved by (i) the Administrative Agent and the Issuers, and
      (ii) unless a Default has occurred and is continuing, the Borrower (each
      such approval not to be unreasonably withheld or delayed); provided that
      notwithstanding the foregoing, “Eligible Assignee” shall not include the
      Borrower or any of the Borrower’s Affiliates or Subsidiaries.





“Environmental
      Laws” means any and all federal, state, local and foreign statutes, laws,
      judicial decisions, regulations, ordinances, rules, judgments, orders, decrees,
      plans, injunctions, permits, concessions, grants, franchises, licenses,
      agreements and other governmental restrictions relating to (i) the protection
      of
      the environment, (ii) the effect of the environment on human health, (iii)
      emissions, discharges or releases of pollutants, contaminants, hazardous
      substances or wastes into surface water, ground water or land, or (iv) the
      manufacture, processing, distribution, use, treatment, storage, disposal,
      transport or handling of pollutants, contaminants, hazardous substances or
      wastes or the clean-up or other remediation thereof.





“ERISA”
      means the Employee Retirement Income Security Act of 1974, as amended from
      time
      to time, and any rule or regulation issued thereunder.





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





“Eurodollar
      Rate” means for any Interest Period with respect to a Eurodollar Loan, a rate
      per annum (rounded to the nearest multiple of 1/16 of 1%) determined by the
      Administrative Agent pursuant to the following formula:





Eurodollar
                Rate =
            Eurodollar
                Base Rate
              1.00
                - Eurodollar Reserve Percentage





Where,





“Eurodollar
      Base Rate” means,
      for such Interest Period, the rate per annum equal to the British Bankers
      Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other
      commercially available source providing quotations of BBA LIBOR as designated
      by
      the Administrative Agent from time to time) at approximately 11:00 a.m.,
      London time, two Business Days prior to the commencement of such Interest
      Period, for Dollar deposits (for delivery on the first day of such Interest
      Period) with a term equivalent to such Interest Period. If such rate is not
      available at such time for any reason, then the “Eurodollar Base Rate” for such
      Interest Period shall be the rate per annum determined by the Administrative
      Agent to be the rate at which deposits in Dollars for delivery on the first
      day
      of such Interest Period in same day funds in the approximate amount of the
      Eurodollar Loan being made, continued or converted by Bank of America and with
      a
      term equivalent to such Interest Period would be offered by Bank of America’s
      London Branch to major banks in the London interbank eurodollar market at their




5


request
        at approximately 11:00 a.m. (London time) two Business Days prior to the
        commencement of such Interest Period.
 
 “Eurodollar
        Reserve Percentage” means, for any day during any Interest Period, the reserve
        percentage (expressed as a decimal, carried out to five decimal places) in
        effect on such day, whether or not applicable to any Lender, under regulations
        issued from time to time by the FRB for determining the maximum reserve
        requirement (including any emergency, supplemental or other marginal reserve
        requirement) with respect to Eurocurrency funding (currently referred to
        as
“Eurocurrency liabilities”). The Eurodollar Rate for each outstanding Eurodollar
        Loan shall be adjusted automatically as of the effective date of any change
        in
        the Eurodollar Reserve Percentage.
 
 “Eurodollar
        Loan” means a Loan which bears interest at the applicable Eurodollar
        Rate.
 
 “Excluded
        Taxes” means, in the case of each Lender or applicable Lending Installation and
        the Administrative Agent, taxes imposed on its overall net income, and franchise
        taxes imposed on it, by (i) the jurisdiction under the laws of which such
        Lender
        or the Administrative Agent is incorporated or organized or (ii) the
        jurisdiction in which the Administrative Agent’s or such Lender’s principal
        executive office or such Lender’s applicable Lending Installation is
        located.
 
 “Exhibit”
        refers to an exhibit to this Agreement, unless another document is specifically
        referenced.
 
 “Existing
        Credit Facility” means the credit agreement among the Borrower, JPMorgan Chase
        Bank, N.A., as administrative agent and the other lenders party thereto dated
        as
        of December 15, 2004, as amended or modified from time to time.
 
 “Facility
        Fee Rate” means, at any time, the percentage rate per annum at which facility
        fees are accruing at such time as set forth in the Pricing
        Schedule.
 
 “Facility
        Termination Date” means (a) the later of (i) May 11, 2011 and (ii) with respect
        to some or all of the Lenders if the facility termination date is extended
        pursuant to Section 2.20, such extended facility termination date or (b)
        any
        earlier date on which the Aggregate Commitment is reduced to zero or otherwise
        terminated pursuant to the terms hereof.
 
 “Federal
        Funds Effective Rate” means, for any day, the rate per annum equal to the
        weighted average of the rates on overnight Federal funds transactions with
        members of the Federal Reserve System arranged by Federal funds brokers on
        such
        day, as published by the Federal Reserve Bank of New York on the Business
        Day
        next succeeding such day; provided that (a)
        if such day is not a Business Day, the Federal Funds Effective Rate for such
        day
        shall be such rate on such transactions on the next preceding Business Day
        as so
        published on the next succeeding Business Day, and (b) if no such rate is
        so
        published on such next succeeding Business Day, the Federal Funds Effective
        Rate
        for such day shall be the average rate (rounded upward, if necessary, to
        a whole
        multiple of 1/100 of 1%) charged to Bank of America on such day on such
        transactions as determined by the Administrative Agent.
  6
 
 “Fee
        Letter” means that certain fee
        letter dated April 6, 2006 among the Agents, the Arrangers, the Borrower
        and
        Great Plains.
 “Floating
          Rate Advance” means an Advance which bears interest at the Alternate Base
          Rate.
 
 “Floating
          Rate Loan” means a Loan which bears interest at the Alternate Base
          Rate.
 
 “FRB”
          means the Board of Governors of the Federal Reserve System.
 
 “Fund”
          means any Person (other than a natural person) that is (or will be) engaged
          in
          making, purchasing, holding or otherwise investing in commercial loans
          and
          similar extensions of credit in the ordinary course of its
          business.
 
 “GAAP”
          means generally accepted accounting principles set forth from time to time
          in
          the opinions and pronouncements of the Accounting Principles Board and
          the
          American Institute of Certified Public Accountants and statements of the
          Financial Accounting Standards Board.
 
 “Great
          Plains” means Great Plains Energy Incorporated, a Missouri
          corporation.
 
 “Great
          Plains Credit Agreement” means that certain Credit Agreement dated as of the
          Closing Date among Great Plains, the financial institutions party thereto,
          JPMorgan, as syndication agent and Bank of America, as administrative agent,
          as
          amended or modified from time to time.
 
 “including”
          means “including without limiting the generality of the following”.
 
 “Indebtedness”
          means, as to any Person at a particular time, all of the following, without
          duplication, to the extent recourse may be had to the assets or properties
          of
          such Person in respect thereof: (i) all obligations of such Person for
          borrowed
          money and all obligations of such Person evidenced by bonds, debentures,
          notes,
          loan agreements or other similar instruments; (ii) any direct or contingent
          obligations of such Person in the aggregate in excess of $2,000,000 arising
          under letters of credit (including standby and commercial), banker’s
          acceptances, bank guaranties, surety bonds and similar instruments; (iii)
          net
          obligations of such Person under Swap Contracts; (iv) all obligations of
          such
          Person to pay the deferred purchase price of property or services (except
          trade
          accounts payable arising, and accrued expenses incurred, in the ordinary
          course
          of business), and indebtedness (excluding prepaid interest thereon) secured
          by a
          Lien on property owned or being purchased by such Person (including indebtedness
          arising under conditional sales or other title retention agreements), whether
          or
          not such indebtedness shall have been assumed by such Person or is limited
          in
          recourse; (v) Capitalized Lease Obligations and Synthetic Lease Obligations
          of
          such Person; and (vi) all Contingent Obligations of such Person in respect
          of
          any of the foregoing.
 
 For
          all
          purposes hereof, the Indebtedness of any Person shall include the Indebtedness
          of any partnership or joint venture in which such Person is a general partner
          or
          a joint venturer,
  7


unless
      such Indebtedness is non-recourse to such Person. It is understood and agreed
      that Indebtedness (including Contingent Obligations) shall not include any
      obligations of the Borrower with respect to subordinated, deferrable interest
      debt securities, and any related securities issued by a trust or other special
      purpose entity in connection therewith, as long as the maturity date of such
      debt is subsequent to the Facility Termination Date; provided that the
      amount of mandatory principal amortization or defeasance of such debt prior
      to
      the Facility Termination Date shall be included in this definition of
      Indebtedness. The amount of any Capitalized Lease Obligation or Synthetic Lease
      Obligation as of any date shall be deemed to be the amount of Attributable
      Indebtedness in respect thereof as of such date.





“Intangible
      Assets” means, assets that are considered to be intangible assets under GAAP,
      including, but not limited to, customer lists, goodwill, computer software,
      copyrights, trade names, trademarks, patents, franchises and
      licenses.





“Interest
      Period” means, with respect to a Eurodollar Advance, a period of one, two, three
      or six months commencing on a Business Day selected by the Borrower pursuant
      to
      this Agreement. Such Interest Period shall end on the day which corresponds
      numerically to such date one, two, three or six months thereafter; provided that if
      there is no such numerically corresponding day in such next, second, third
      or
      sixth succeeding month, such Interest Period shall end on the last Business
      Day
      of such next, second, third or sixth succeeding month. If an Interest Period
      would otherwise end on a day which is not a Business Day, such Interest Period
      shall end on the next succeeding Business Day; provided that if
      said next succeeding Business Day falls in a new calendar month, such Interest
      Period shall end on the immediately preceding Business Day.





“Issuer”
      means each of Bank of America, JPMorgan and any other Lender approved by the
      Borrower and the Administrative Agent, in each case in its capacity as an issuer
      of Letters of Credit hereunder.





“Issuer
      Documents” means with respect to any Letter of Credit, the Letter Credit
      Application and any other document, agreement and instrument entered into by
      the
      applicable Issuer and the Borrower or in favor of the applicable Issuer and
      relating to such Letter of Credit.





“JPMorgan”
      means JPMorgan Chase Bank, N.A. in its individual capacity, and its
      successors.





“LC
      Collateral Account” is defined in Section 2.19(k) .





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





“Lending
      Installation” means, with respect to a Lender or the Administrative Agent, the
      office, branch, subsidiary or affiliate of such Lender or the Administrative
      Agent listed on the signature pages hereof or on a Schedule or otherwise
      selected by such Lender or the Administrative Agent pursuant to Section 2.17 .




8







“Letter
        of Credit” is defined in Section 2.19(a) .
 
 “Letter
        of Credit Application” is defined in Section 2.19(c) .
 
 “Letter
        of Credit Fee” is defined in Section 2.19(d) .
 
 “Letter
        of Credit Fee Rate” means, at any time, the percentage rate per annum applicable
        to Letter of Credit Fees at such time as set forth in the Pricing
        Schedule.
 
 “Letter
        of Credit Obligations” means, at any time, the sum, without duplication, of (i)
        the aggregate undrawn stated amount of all Letters of Credit at such time
        plus
        (ii) the aggregate unpaid amount of all Reimbursement Obligations at such
        time.
 
 “Lien”
        means any lien (statutory or other), mortgage, pledge, hypothecation,
        assignment, deposit arrangement, encumbrance or preference, priority or other
        security agreement or preferential arrangement of any kind or nature whatsoever
        (including the interest of a vendor or lessor under any conditional sale,
        Capitalized Lease or other title retention agreement).
 
 “Loan”
        means, with respect to a Lender, such Lender’s loans made pursuant to Article II (or any
        conversion or continuation thereof).
 
 “Loan
        Documents” means this Agreement, each Note issued pursuant to Section 2.13 ,
        each
        Letter of Credit, each Letter of Credit Application and the Fee
        Letter.
 
 “Material
        Adverse Effect” means a material adverse effect on (i) the business, Property,
        condition (financial or otherwise), results of operations, or prospects of
        the
        Borrower and its Subsidiaries taken as a whole, (ii) the ability of the Borrower
        to perform its obligations under the Loan Documents or (iii) the validity
        or
        enforceability of any of the Loan Documents or the rights or remedies of
        the
        Agents, the Lenders or the Issuers thereunder.
 
 “Material
        Indebtedness” is defined in Section 7.5 .
 
 “Modification”
        and “Modify” are defined in Section 2.19(a) .
 
 “Moody’s”
        means Moody’s Investors Service, Inc.
 
 “Multiemployer
        Plan” means a Plan maintained pursuant to a collective bargaining agreement or
        any other arrangement to which the Borrower or any member of the Controlled
        Group is a party to which more than one employer is obligated to make
        contributions.
 
 “Non-Extending
        Lender” is defined in Section
        2.20(b) .
 
 “Non-U.S.
        Lender” is defined in Section 3.5(iv) .
 
 “Note”
is
        defined in Section 2.13 .
  9
 “Notice
          Date” is defined in Section 2.20(b) .
 
 “Obligations”
          means all unpaid principal of and accrued and unpaid interest on the Loans,
          all
          Reimbursement Obligations and accrued and unpaid interest thereon, all
          accrued
          and unpaid fees and all expenses, reimbursements, indemnities and other
          obligations of the Borrower to any Lender, any Issuer, either Agent or
          any
          indemnified party arising under any Loan Document.
 
 “Other
          Taxes” is defined in Section 3.5(ii) .
 
 “Outstanding
          Credit Exposure” means, as to any Lender at any time, the sum of (i) the
          aggregate principal amount of its Loans outstanding at such time, plus
          (ii) its
          Pro Rata Share of the Letter of Credit Obligations at such time.
 
 “Participant”
          is defined in Section 12.1(d) .
 
 “Payment
          Date” means the last Business Day of each March, June, September and
          December.
 
 “PBGC”
          means the Pension Benefit Guaranty Corporation, or any successor
          thereto.
 
 “Person”
          means any natural person, corporation, firm, joint venture, partnership,
          limited
          liability company, association, enterprise, trust or other entity or
          organization, or any government or political subdivision or any agency,
          department or instrumentality thereof.
 
 “Plan”
          means an employee pension benefit plan which is covered by Title IV of
          ERISA or subject to the minimum funding standards under Section 412 of the
          Code as to which the Borrower or any member of the Controlled Group may
          have any
          liability.
 
 “Pricing
          Schedule” means Schedule II attached
          hereto identified as such.
 
 “Prime
          Rate” means a rate per annum equal to the prime rate of interest announced by
          Bank of America from time to time (which is not necessarily the lowest
          rate
          charged to any customer). The “prime rate” is a rate set by Bank of America
          based upon various factors including Bank of America’s costs and desired return,
          general economic conditions and other factors, and is used as a reference
          point
          for pricing some loans, which may be priced at, above, or below such announced
          rate. Any change in such rate announced by Bank of America shall take effect
          at
          the opening of business on the day specified in the public announcement
          of such
          change.
 
 “Property”
          of a Person means any and all property, whether real, personal, tangible,
          intangible, or mixed, of such Person, or other assets owned or leased by
          such
          Person.
 
 “Pro
          Rata
          Share” means, with respect to any Lender on any date of determination, the
          percentage which the amount of such Lender’s Commitment is of the Aggregate
          Commitment (or, if the Commitments have terminated, which such Lender’s
          Outstanding Credit Exposure is
  10
 
 of
          the
          Aggregate Outstanding Credit Exposure) as of such date. For purposes of
          determining liability for any indemnity obligation under Section 2.19(j) or 9.6(iii) ,
          each
          Lender’s Pro Rata Share shall be determined as of the date the applicable Issuer
          or the Administrative Agent notifies the Lenders of such indemnity obligation
          (or, if such notice is given after termination of this Agreement, as of
          the date
          of such termination).
 
 “Register”
          is defined in Section
          12.1(c) .
 
 “Regulation D”
          means Regulation D of the FRB as from time to time in effect and any
          successor thereto or other regulation or official interpretation of the
          FRB
          relating to reserve requirements applicable to member banks of the Federal
          Reserve System.
 
 “Regulation U”
          means Regulation U of the FRB as from time to time in effect and any
          successor or other regulation or official interpretation of the FRB relating
          to
          the extension of credit by banks for the purpose of purchasing or carrying
          margin stocks applicable to member banks of the Federal Reserve
          System.
 
 “Reimbursement
          Obligations” means, at any time, the aggregate of all obligations of the
          Borrower then outstanding under Section 2.19 to
          reimburse the Issuers for amounts paid by the Issuers in respect of any
          one or
          more drawings under Letters of Credit.
 
 “Related
          Parties” means, 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.
 
 “Reportable
          Event” means a reportable event as defined in Section 4043 of ERISA and the
          regulations issued under such section, with respect to a Plan, excluding,
          however, such events as to which the PBGC has by regulation waived the
          requirement of Section 4043(a) of ERISA that it be notified within 30 days
          of the occurrence of such event; provided that a
          failure to meet the minimum funding standard of Section 412 of the Code and
          of Section 302 of ERISA shall be a Reportable Event regardless of the
          issuance of any such waiver of the notice requirement in accordance with
          either
          Section 4043(a) of ERISA or Section 412(d) of the Code.
 
 “Required
          Lenders” means Lenders in the aggregate having more than 50% of the Aggregate
          Commitment or, if the Aggregate Commitment has been terminated, Lenders
          in the
          aggregate holding more than 50% of the Aggregate Outstanding Credit
          Exposure.
 
 “Re-Transfer”
          is defined in Section
          2.6(b) .
 
 “S&P”
          means Standard and Poor’s Ratings Services, a division of The McGraw Hill
          Companies, Inc.
 
 “Schedule”
          refers to a specific schedule to this Agreement, unless another document
          is
          specifically referenced.
 
 “SEC”
          means the Securities and Exchange Commission.
  11


“Section”
      means a numbered section of this Agreement, unless another document is
      specifically referenced.





“Shareholders’
      Equity” means, as of any date of determination for the Borrower and its
      Consolidated Subsidiaries on a consolidated basis, shareholders’ equity as of
      that date determined in accordance with GAAP.





“Significant
      Subsidiary” means, at any time, each Subsidiary which (i) as of the date of
      determination, owns consolidated assets equal to or greater than 15% of the
      consolidated assets of the Borrower and its Subsidiaries or (ii) which had
      consolidated net income from continuing operations (excluding extraordinary
      items) during the four most recently ended fiscal quarters equal to or greater
      than 15% of Consolidated Net Income during such period.





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





“Subsidiary”
      of a Person means (i) any corporation more than 50% of the outstanding
      securities having ordinary voting power of which shall at the time be owned
      or
      controlled, directly or indirectly, by such Person or by one or more of its
      Subsidiaries or by such Person and one or more of its Subsidiaries, (ii) any
      partnership, limited liability company, association, joint venture or similar
      business organization more than 50% of the ownership interests having ordinary
      voting power of which shall at the time be so owned or controlled; or (iii)
      any
      other Person the operations and/or financial results of which are required
      to be
      consolidated with those of such first Person in accordance with GAAP. Unless
      otherwise expressly stated, all references herein to a “Subsidiary” shall mean a
      Subsidiary of the Borrower.





“Substantial
      Portion” means, with respect to the Property of the Borrower and its
      Subsidiaries, Property which (i) represents more than 10% of the consolidated
      assets of the Borrower and its Consolidated Subsidiaries as would be shown
      in
      the consolidated financial statements of the Borrower and its Consolidated
      Subsidiaries as at the beginning of the twelve-month period ending with the
      month in which such determination is made, or (ii) is responsible for more
      than
      10% of the consolidated net sales or of the Consolidated Net Income of the
      Borrower and its Consolidated Subsidiaries as reflected in the financial
      statements referred to in clause (i) above.





“Swap
      Contract” means (i) any and all rate swap transactions, basis swaps, credit
      derivative transactions, forward rate transactions, commodity swaps, commodity
      options, forward commodity contracts, equity or equity index swaps or options,
      bond or bond price or bond index swaps or options or forward bond or forward
      bond price or forward bond index transactions, interest rate options, forward
      foreign exchange transactions, cap transaction, floor transactions, collar
      transactions, currency swap transactions, cross-currency rate swap transactions,
      currency options, spot contracts, or any other similar transactions or any
      combination of any of the foregoing (including any options to enter into any
      of
      the foregoing), whether or not any such transaction is governed by or subject
      to
      any master agreement, and (ii) any and all transactions of any kind, and the
      related confirmations, which are subject to the terms




12





and
      conditions of, or governed by, any form of master agreement published by the
      International Swaps and Derivatives Association, Inc., any International Foreign
      Exchange Master Agreement, or any other master agreement (any such master
      agreement, together with any related schedules, a “Master Agreement”), including
      any such obligations or liabilities under any Master Agreement.





“Syndication
      Agent” means JPMorgan, in its capacity as syndication agent hereunder, and not
      in its individual capacity as a Lender, and any successor thereto.


“Synthetic
        Lease Obligation” means the monetary obligation of a Person under (i) a
        so-called synthetic or off-balance sheet or tax retention lease, or (ii)
        an
        agreement for the use or possession of property creating obligations that
        do not
        appear on the balance sheet of such Person but which, upon the insolvency
        or
        bankruptcy of such Person, would be characterized as the indebtedness of
        such
        Person (without regard to accounting treatment).
 
 “Taxes”
        means any and all present or future taxes, duties, levies, imposts, deductions,
        charges or withholdings, and any and all liabilities with respect to the
        foregoing, but excluding Excluded Taxes.
 
 “’34
        Act
        Reports” means the periodic reports of the Borrower filed with the SEC on Forms
        10-K, 10-Q and 8-K (or any successor forms thereto).
 
 “Total
        Capitalization” means Total Indebtedness of the Borrower and its Consolidated
        Subsidiaries plus the sum of (i) Shareholder’s Equity (without giving effect to
        the application of FASB Statement No. 133 or 149) and (ii) to the extent
        not
        otherwise included in Indebtedness or Shareholder’s Equity, preferred and
        preference stock and securities of the Borrower and its Subsidiaries included
        in
        a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries
        in accordance with GAAP.
 
 “Total
        Indebtedness” means all Indebtedness of the Borrower and its Consolidated
        Subsidiaries on a consolidated basis (and without duplication), excluding
        Indebtedness arising under Swap Contracts entered into in the ordinary course
        of
        business to hedge bona fide transactions and business risks and not for
        speculation.
 
 “Transfer”
        is defined in Section
        2.6(b) .
 
 “Type”
        means, with respect to any Advance, its nature as a Floating Rate Advance
        or a
        Eurodollar Advance.
 
 “Unmatured
        Default” means an event which but for the lapse of time or the giving of notice,
        or both, would constitute a Default.
 
 “Utilization
        Fee Rate” means, at any time, the percentage rate per annum at which utilization
        fees are accruing at such time as set forth in the Pricing
        Schedule.




13





“Wholly-Owned
        Subsidiary” of a Person means (i) any Subsidiary all of the outstanding voting
        securities of which shall at the time be owned or controlled, directly or
        indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such
        Person, or by such Person and one or more Wholly-Owned Subsidiaries of such
        Person, or (ii) any partnership, limited liability company, association,
        joint
        venture or similar business organization 100% of the ownership interests
        having
        ordinary voting power of which shall at the time be so owned or
        controlled.
 
 **1** **.** **2**  **Accounting
        Principles** **.**
 
 Unless
        the context otherwise clearly requires, all accounting terms not expressly
        defined herein shall be construed, and all financial computations required
        under
        this Agreement shall be made, in accordance with GAAP, consistently applied; provided that if
        the Borrower notifies the Administrative Agent that the Borrower wishes to
        amend
        any covenant in Section 6 to
        eliminate the effect of any change in GAAP on the operation of such covenant
        (or
        if the Administrative Agent notifies the Borrower that the Required Lenders
        wish
        to amend any covenant in Section 6 for such
        purpose), then the Borrower’s compliance with such covenant shall be determined
        on the basis of GAAP in effect immediately before the relevant change in
        GAAP
        became effective, until either such notice is withdrawn or such covenant
        is
        amended in a manner satisfactory to the Borrower and the Required
        Lenders.
 
 **1** **.** **3**  **Letter
        of Credit Amounts** **.**
 
 Unless
        otherwise specified herein, the amount of a Letter of Credit at any time
        shall
        be deemed to be the stated amount of such Letter of Credit in effect at such
        time; provided that
        with respect to any Letter of Credit that, by its terms or the terms of any
        Issuer Document related thereto, provides for one or more automatic increases
        in
        the stated amount thereof, the amount of such Letter of Credit shall be deemed
        to be the maximum stated amount of such Letter of Credit after giving effect
        to
        all such increases, whether or not such maximum stated amount is in effect
        at
        such time.
 
 **ARTICLE** **II**
 
 **THE
        CREDITS**
 
 **2** **.** **1**  **Commitment** **.**
 
 From
        and
        including the date of this Agreement and prior to the Facility Termination
        Date,
        subject to the terms and conditions set forth in this Agreement, (a) each
        Lender
        severally agrees to make Loans to the Borrower from time to time in amounts
        not
        to exceed in the aggregate at any one time outstanding the amount of its
        Commitment and (b) each Issuer agrees to issue Letters of Credit for the
        account
        of the Borrower from time to time (and each Lender severally agrees to
        participate in each such Letter of Credit as more fully set forth in Section 2.19 ); provided (i) that
        the Aggregate Outstanding Credit Exposure shall not at any time exceed the
        Aggregate Commitment; and (ii) the Outstanding Credit Exposure of any Lender
        shall not at any time exceed the amount of such Lender’s Commitment. Subject to
        the terms of
  14
 
 this
        Agreement, the Borrower may borrow, repay and reborrow at any time prior
        to the
        Facility Termination Date. The Commitments shall expire on the Facility
        Termination Date.
 **2.** **2**  **Required
          Payments; Termination** **.**
 
 The
          Borrower shall (a) repay the principal amount of all Advances made to it
          on the
          Facility Termination Date and (b) deposit into the LC Collateral Account
          on the
          Facility Termination Date an amount in immediately available funds equal
          to the
          aggregate stated amount of all Letters of Credit that will remain outstanding
          after the Facility Termination Date.
 
 **2** **.** **3**  **Ratable
          Loans** **.**
 
 Each
          Advance hereunder shall consist of Loans made from the several Lenders
          ratably
          in proportion to their respective Pro Rata Shares.
 
 **2** **.** **4**  **Types
          of Advances; Minimum Amount** **.**
 
 The
          Advances may be Floating Rate Advances or Eurodollar Advances, or a combination
          thereof, selected by the Borrower in accordance with Sections 2.8 and 2.9 .
          Each
          Eurodollar Advance shall be in the amount of $5,000,000 or a higher integral
          multiple of $1,000,000, and each Floating Rate Advance shall be in the
          amount of
          $1,000,000 or an integral multiple thereof.
 
 **2** **.** **5**  **Facility
          Fee; Utilization Fee** **.**
 
 The
          Borrower agrees to pay to the Administrative Agent for the account of each
          Lender (a) a facility fee at a per annum rate equal to the Facility Fee
          Rate on
          such Lender’s Commitment (regardless of usage) from the date hereof to but
          excluding the Facility Termination Date, payable on each Payment Date and
          on the
          Facility Termination Date and, if applicable, thereafter on demand and
          (b) a
          utilization fee at a rate per annum equal to the Utilization Fee Rate on
          such
          Lender’s Outstanding Credit Exposure for any date on which the Aggregate
          Outstanding Credit Exposure exceeds 50% of the Aggregate Commitment such
          utilization fee to be payable on each Payment Date, on the Facility Termination
          Date and, if applicable, thereafter on demand.
 
 **2.** **6**  **Changes
          in Aggregate Commitment** **.**
 
 (a)  The
          Borrower may permanently reduce the Aggregate Commitment in whole, or in
          part
          ratably among the Lenders (according to their respective Pro Rata Shares)
          in
          integral multiples of $5,000,000, upon at least three Business Days’ prior
          written notice to the Administrative Agent, which notice shall specify
          the
          amount of any such reduction; provided that the
          amount of the Aggregate Commitment may not be reduced below the Aggregate
          Outstanding Credit Exposure. All accrued facility fees and utilization
          fees
          shall be payable on the effective date of any termination of the obligations
          of
          the Lenders to make Loans hereunder.
 
 (b)  (i)
          Subject to Section 4.2, the Borrower and Great Plains may, by joint election
          in
          a written notice to the Administrative Agent (which shall promptly provide
          a
          copy of such notice to the Lenders) and the “Administrative Agent” under the
          Great Plains Credit Agreement,
  15
 
  transfer
          up to $200,000,000 of the unused Commitments (as such term is defined in
          the
          Great Plains Credit Agreement) from the Great Plains Credit Agreement to
          the
          Commitments hereunder (any such addition, a “Transfer”) and (ii) subject to
          Section 4.2 of the Great Plains Credit Agreement, the Borrower and Great
          Plains
          may, by joint election in a written notice to the Administrative Agent
          (which
          shall promptly provide a copy of such notice to the Lenders) and the
“Administrative Agent” under the Great Plains Credit Agreement, re-transfer up
          to $200,000,000 of the unused Commitments previously transferred to this
          Agreement from the Great Plains Credit Agreement pursuant to subclause
          (b)(i)
          above back to the Commitments (as such term is defined in the Great Plains
          Credit Agreement) under the Great Plains Credit Agreement (any such reduction,
          a
“Re-Transfer”). For the avoidance of doubt, the parties acknowledge and agree
          that after giving effect to any Transfer or Re-Transfer contemplated in
          subclauses (i) and (ii) above, (x) the aggregate Commitments hereunder
          shall not
          exceed $600,000,000, (y) the aggregate Commitments under and as defined
          in the
          Great Plains Credit Agreement shall not exceed $600,000,000 and (z) the
          aggregate commitments under both this Agreement and the Great Plains Credit
          Agreement shall not exceed $1,000,000,000.
 (c)  On
                the
                effective date of a Transfer, which shall be specified in the notice
                delivered
                pursuant to Section 2.6(b)(i) and which shall not be less than five
                (5) Business
                Days subsequent to the date of giving of such notice, then subject
                to the
                satisfaction of the conditions precedent specified in Section 4.2,
                (i) the
                Commitments hereunder shall be ratably increased by the aggregate
                amount
                specified in such notice and (ii) the aggregate amount of the “Commitments”
under and as defined in the Great Plains Credit Agreement shall be
                ratably
                decreased by such amount. Such Transfer and the consequent decreases
                and
                increases shall be irrevocable subject, however, to subsequent permissible
                Re-Transfers in accordance with the terms hereof.
 
 (d)  On
                the
                effective date of a Re-Transfer, which shall be specified in the
                notice
                delivered pursuant to Section 2.6(b)(ii) and which shall not be less
                than five
                (5) Business Days subsequent to the date of giving of such notice,
                then subject
                to the satisfaction of the conditions precedent specified in Section
                4.2 of the
                Great Plains Credit Agreement, (i) the Commitments hereunder shall
                be ratably
                decreased by the aggregate amount specified in such notice and (ii)
                the
                aggregate amount of the “Commitments” under and as defined in the Great Plains
                Credit Agreement shall be ratably increased by such amount. Such
                Re-Transfer and
                the consequent decreases and increases shall be irrevocable.
 **2.** **7**  **Optional
              Prepayments** **.**
 
 ( a )  The
              Borrower may from time to time prepay Floating Rate Advances upon one
              Business
              Day’s prior notice to the Administrative Agent, without penalty or premium.
              Each
              partial prepayment of Floating Rate Advances shall be in an aggregate
              amount of
              $1,000,000 or an integral multiple thereof.
 ( b )  The
                Borrower may from time to time prepay Eurodollar Advances (subject
                to the
                payment of any funding indemnification amounts required by Section 3.4 )
                upon
                three Business Days’ prior notice to the Administrative Agent, without penalty
                or premium. Each partial
  16
 
  prepayment
                of Eurodollar Advances shall be in an aggregate amount of $5,000,000
                or a higher
                integral multiple of $1,000,000.
 
 ( c )  All
                prepayments of Advances shall be applied ratably to the Loans of
                the Lenders in
                accordance with their respective Pro Rata Shares.
 **2.** **8**  **Method
                  of Selecting Types and Interest Periods for New
                  Advances** **.**
 
 The
                  Borrower shall select the Type of Advance and, in the case of each
                  Eurodollar
                  Advance, the Interest Period applicable thereto from time to time.
                  The Borrower
                  shall give the Administrative Agent irrevocable notice (a “Borrowing Notice”)
                  not later than noon (Charlotte, North Carolina time) on the Borrowing
                  Date of
                  each Floating Rate Advance and not later than noon (Charlotte,
                  North Carolina
                  time) three Business Days before the Borrowing Date for each Eurodollar
                  Advance,
                  specifying:
 
 ( i )  the
                  Borrowing Date, which shall be a Business Day, of such Advance,
 
 ( ii )  the
                  aggregate amount of such Advance,
 
 ( iii )  the
                  Type
                  of Advance selected, and
 
 ( iv )  in
                  the
                  case of each Eurodollar Advance, the Interest Period applicable
                  thereto.
 
 Not
                  later
                  than 1:00 p.m. (Charlotte, North Carolina time) on each Borrowing Date,
                  each Lender shall make available its Loan or Loans in funds immediately
                  available to the Administrative Agent at its address specified
                  pursuant to Article XIII .
                  The
                  Administrative Agent will make the funds so received from the Lenders
                  available
                  to the Borrower at the Administrative Agent’s aforesaid address.
 
 **2** **.** **9**  **Conversion
                  and Continuation of Outstanding Advances** **.**
 
 Floating
                  Rate Advances shall continue as Floating Rate Advances unless and
                  until such
                  Floating Rate Advances are converted into Eurodollar Advances pursuant
                  to this Section 2.9 or are
                  repaid in accordance with Section 2.7 .
                  Each
                  Eurodollar Advance shall continue as a Eurodollar Advance until
                  the end of the
                  then applicable Interest Period therefor, at which time such Eurodollar
                  Advance
                  shall be automatically converted into a Floating Rate Advance unless
                  (x) such
                  Eurodollar Advance is or was repaid in accordance with Section 2.7 or (y)
                  the Borrower shall have given the Administrative Agent a Conversion/Continuation
                  Notice (as defined below) requesting that, at the end of such Interest
                  Period,
                  such Eurodollar Advance continue as a Eurodollar Advance for the
                  same or another
                  Interest Period. Subject to the terms of Section 2.4 ,
                  the
                  Borrower may elect from time to time to convert all or any part
                  of a Floating
                  Rate Advance into a Eurodollar Advance. The Borrower shall give
                  the
                  Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of
                  each conversion of a Floating Rate Advance into a Eurodollar Advance
                  or
                  continuation of a Eurodollar Advance not later than 11:00 a.m.
  17
 (Charlotte,
                    North Carolina time) at least three Business Days prior to the
                    date of the
                    requested conversion or continuation, specifying:
 
 ( i )  the
                    requested date, which shall be a Business Day, of such conversion
                    or
                    continuation,
 
 ( ii )  the
                    aggregate amount and Type of the Advance which is to be converted
                    or continued,
                    and
 
 ( iii )  the
                    amount of such Advance which is to be converted into or continued
                    as a
                    Eurodollar Advance and the duration of the Interest Period applicable
                    thereto.
 
 **2.** **10**  **Changes
                    in Interest Rate, etc** **.**
 
 Each
                    Floating Rate Advance shall bear interest on the outstanding
                    principal amount
                    thereof, for each day from and including the date such Advance
                    is made or is
                    automatically converted from a Eurodollar Advance into a Floating
                    Rate Advance
                    pursuant to Section 2.9 ,
                    to but
                    excluding the date it is paid or is converted into a Eurodollar
                    Advance pursuant
                    to Section 2.9 hereof,
                    at a rate per annum equal to the Alternate Base Rate for such
                    day. Changes in
                    the rate of interest on that portion of any Advance maintained
                    as a Floating
                    Rate Advance will take effect simultaneously with each change
                    in the Alternate
                    Base Rate. Each Eurodollar Advance shall bear interest on the
                    outstanding
                    principal amount thereof from and including the first day of
                    the Interest Period
                    applicable thereto to (but not including) the last day of such
                    Interest Period
                    at the interest rate determined by the Administrative Agent as
                    applicable to
                    such Eurodollar Advance based upon the Borrower’s selections under Sections 2.8 and 2.9 and
                    otherwise in accordance with the terms hereof. No Interest Period
                    may end after
                    the Facility Termination Date.
 
 **2** **.** **11**  **Rates
                    Applicable After Default** **.**
 
 Notwithstanding
                    anything to the contrary contained in Section 2.8 or 2.9 ,
                    during
                    the continuance of a Default or Unmatured Default the Required
                    Lenders may, at
                    their option, by notice to the Borrower (which notice may be
                    revoked at the
                    option of the Required Lenders notwithstanding any provision
                    of Section 8.2 requiring unanimous consent of the Lenders to changes in interest
                    rates),
                    declare that no Advance may be made as, converted into or continued
                    as a
                    Eurodollar Advance. During the continuance of a Default the Required
                    Lenders
                    may, at their option, by notice to the Borrower (which notice
                    may be revoked at
                    the option of the Required Lenders notwithstanding any provision
                    of Section 8.2 requiring unanimous consent of the Lenders to changes in interest
                    rates),
                    declare that (i) each Eurodollar Advance shall bear interest
                    for the remainder
                    of the applicable Interest Period at the rate otherwise applicable
                    to such
                    Interest Period plus 2% per annum, (ii) each Floating Rate Advance
                    shall bear
                    interest at a rate per annum equal to the Alternate Base Rate
                    in effect from
                    time to time plus 2% per annum and (iii) the Letter of Credit
                    Fee Rate shall be
                    increased by 2% per annum; provided that,
                    during the continuance of a Default under Section 7.6 or 7.7 ,
                    the
                    interest rates set forth in clauses (i) and (ii) above
                    and the increase in the Letter of Credit Fee Rate set forth in clause (iii) above
                    shall be
  18


applicable
      to all applicable Credit Extensions without any election or action on the part
      of the Administrative Agent or any Lender.





**2.** **12**  **Method
      of Payment** **.**





All
      payments of the Obligations hereunder shall be made, without setoff, deduction,
      or counterclaim, in immediately available funds to the Administrative Agent
      at
      the Administrative Agent’s address specified pursuant to Article XIII ,
      or at
      any other Lending Installation of the Administrative Agent specified in writing
      by the Administrative Agent to the Borrower, by 1:00 p.m. (Charlotte, North
      Carolina time) on the date when due and shall be applied ratably by the
      Administrative Agent among the Lenders in accordance with their respective
      Pro
      Rata Shares. Each payment delivered to the Administrative Agent for the account
      of any Lender shall be delivered promptly by the Administrative Agent to such
      Lender in the same type of funds that the Administrative Agent received at
      its
      address specified pursuant to Article XIII or at
      any Lending Installation specified in a notice received by the Administrative
      Agent from such Lender.





**2.** **13**  **Noteless
      Agreement; Evidence of Indebtedness** **.**





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





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





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





( iv )  Any
      Lender may request that its Loans be evidenced by a promissory note
      substantially in the form of Exhibit D (a
“Note”). In such event, the Borrower shall prepare, execute and deliver to such
      Lender a Note payable to the order of such Lender. Thereafter, the Loans
      evidenced by such Note and interest thereon shall at all times (including after
      any assignment pursuant to Section 12.1(b) )
      be
      represented by one or more Notes payable to the order of the payee named therein
      or any assignee pursuant to Section 12.1(b) ,
      except
      to the extent that any such Lender or assignee subsequently returns any such
      Note for cancellation and requests that such Loans once again be evidenced
      as
      described in clauses (i) and (ii) above.




19








**2.** **14**  **Telephonic
      Notices** **.**





The
      Borrower hereby authorizes the Lenders and the Administrative Agent to extend,
      convert or continue Advances, effect selections of Types of Advances and to
      transfer funds based on telephonic notices made by any person or persons the
      Administrative Agent or any Lender in good faith believes to be acting on behalf
      of the Borrower. The Borrower agrees to deliver promptly to the Administrative
      Agent a written confirmation, if such confirmation is requested by the
      Administrative Agent or any Lender, of each telephonic notice signed by an
      Authorized Officer. If the written confirmation differs in any material respect
      from the action taken by the Administrative Agent and the Lenders, the records
      of the Administrative Agent and the Lenders shall govern absent manifest
      error.





**2.** **15**  **Interest
      Payment Dates; Interest and Fee Basis** **.**





Interest
      accrued on each Floating Rate Advance shall be payable on each Payment Date,
      commencing with the first such date to occur after the date hereof, and at
      maturity. Interest accrued on each Eurodollar Advance shall be payable on the
      last day of its applicable Interest Period, on any date on which such Eurodollar
      Advance is prepaid, whether by acceleration or otherwise, and at maturity.
      Interest accrued on each Eurodollar Advance having an Interest Period longer
      than three months shall also be payable on the last day of each three-month
      interval during such Interest Period. All computations of interest for Floating
      Rate Loans when the Alternate Base Rate is determined by the Prime Rate shall
      be
      made on the basis of a year of 365 or 366 days, as the case may be, and actual
      days elapsed. All other computations of interest and fees shall be calculated
      for actual days elapsed on the basis of a 360-day year. Interest shall be
      payable for the day an Advance is made but not for the day of any payment on
      the
      amount paid if payment is received prior to 1:00 p.m. (Charlotte, North
      Carolina time) at the place of payment (it being understood that the
      Administrative Agent shall be deemed to have received a payment prior to
      1:00 p.m. (Charlotte, North Carolina time) if (x) the Borrower has provided
      the Administrative Agent with evidence satisfactory to the Administrative Agent
      that the Borrower has initiated a wire transfer of such payment prior to such
      time and (y) the Administrative Agent actually receives such payment on the
      same
      Business Day on which such wire transfer was initiated). If any payment of
      principal of or interest on an Advance shall become due on a day which is not
      a
      Business Day, such payment shall be made on the next succeeding Business Day
      and, in the case of a principal payment, such extension of time shall be
      included in computing interest in connection with such payment.





**2.** **16**  **Notification
      of Advances, Interest Rates, Prepayments and Commitment
      Reductions** **.**





Promptly
      after receipt thereof, the Administrative Agent will notify each Lender of
      the
      contents of each Aggregate Commitment reduction notice, Borrowing Notice,
      Conversion/Continuation Notice, and repayment notice received by it hereunder.
      The Administrative Agent will notify each Lender of the interest rate applicable
      to each Eurodollar Advance promptly upon determination of such interest rate
      and
      will give each Lender prompt notice of each change in the Alternate Base Rate.
      The Administrative Agent will also promptly




20


notify each Lender of any increase or reduction of the
      Aggregate Commitments pursuant to the terms hereof.




**2** **.** **17**  **Lending
        Installations** **.**
 
 Each
        Lender may book its Loans at any Lending Installation selected by such Lender
        and may change its Lending Installation from time to time. All terms of this
        Agreement shall apply to any such Lending Installation and the Loans and
        any
        Notes issued hereunder shall be deemed held by each Lender for the benefit
        of
        such Lending Installation. Each Lender may, by written notice to the
        Administrative Agent and the Borrower in accordance with Article XIII ,
        designate replacement or additional Lending Installations through which Loans
        will be made by it and for whose account Loan payments are to be
        made.
 
 **2.** **18**  **Non-Receipt
        of Funds by the Administrative Agent** **.**
 
 Unless
        the Borrower or a Lender, as the case may be, notifies the Administrative
        Agent
        prior to the date on which it is scheduled to make payment to the Administrative
        Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the
        case
        of the Borrower, a payment of principal, interest or fees to the Administrative
        Agent for the account of the Lenders, that it does not intend to make such
        payment, the Administrative Agent may assume that such payment has been made.
        The Administrative Agent may, but shall not be obligated to, make the amount
        of
        such payment available to the intended recipient in reliance upon such
        assumption. If such Lender or the Borrower, as the case may be, has not in
        fact
        made such payment to the Administrative Agent, the recipient of such payment
        shall, on demand by the Administrative Agent, repay to the Administrative
        Agent
        the amount so made available together with interest thereon in respect of
        each
        day during the period commencing on the date such amount was so made available
        by the Administrative Agent until the date the Administrative Agent recovers
        such amount at a rate per annum equal to (x) in the case of payment by a
        Lender,
        the Federal Funds Effective Rate for such day or (y) in the case of payment
        by
        the Borrower, the interest rate applicable to the relevant Loan.
 
 **2.** **19**  **Letters
        of Credit** **.**
 
 ( a )  Issuance .
        Each
        Issuer hereby agrees, on the terms and conditions set forth in this Agreement,
        to issue standby letters of credit (each a “Letter of Credit”) and to extend,
        increase, decrease or otherwise modify Letters of Credit (“Modify,” and each
        such action a “Modification”) from time to time from and including the date of
        this Agreement and prior to the Facility Termination Date upon the request
        of
        the Borrower; provided that
        immediately after each such Letter of Credit is issued or Modified, the
        Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment.
        No Letter of Credit shall have an expiry date later than the date that is
        five
        days prior to the scheduled Facility Termination Date.
 
 ( b )  Participations .
        Upon
        the issuance or Modification by any Issuer of a Letter of Credit in accordance
        with this Section 2.19 ,
        such
        Issuer shall be deemed, without further action by any Person, to have
        unconditionally and irrevocably sold to each Lender, and each Lender shall
        be
        deemed, without further action by any Person, to have unconditionally and
        irrevocably
  21
 
  purchased
        from such Issuer, a participation in such Letter of Credit (and each
        Modification thereof) and the related Letter of Credit Obligations in proportion
        to its Pro Rata Share.
 ( c )  Notice .
          Subject
          to Section 2.19(a) ,
          the
          Borrower shall give the applicable Issuer and the Administrative Agent
          notice
          prior to 11:00 a.m. (Charlotte, North Carolina time) at least three
          Business Days (or such lesser period of time as such Issuer may agree in
          its
          sole discretion) prior to the proposed date of issuance or Modification
          of each
          Letter of Credit, specifying the beneficiary, the proposed date of issuance
          (or
          Modification) and the expiry date of such Letter of Credit, and describing
          the
          proposed terms of such Letter of Credit and the nature of the transactions
          proposed to be supported thereby. Upon receipt of such notice, the applicable
          Issuer shall promptly notify the Administrative Agent, and the Administrative
          Agent shall promptly notify each Lender, of the contents thereof and of
          the
          amount of such Lender’s participation in such proposed Letter of Credit. The
          issuance or Modification by an Issuer of any Letter of Credit shall, in
          addition
          to the conditions precedent set forth in Article IV (the
          satisfaction of which such Issuer shall have no duty to ascertain, it being
          understood, however, that such Issuer shall not issue any Letter of Credit
          if it
          has received written notice from the Borrower, the Administrative Agent
          or any
          Lender one day prior to the proposed date of issuance, that any such condition
          precedent has not been satisfied), be subject to the conditions precedent
          that
          such Letter of Credit shall be satisfactory to such Issuer and that the
          Borrower
          shall have executed and delivered such application agreement and/or such
          other
          instruments and agreements relating to such Letter of Credit as such Issuer
          shall have reasonably requested (each a “Letter of Credit Application”). In the
          event of any conflict between the terms of this Agreement and the terms
          of any
          Letter of Credit Application, the terms of this Agreement shall
          control.
 
 ( d )  Letter
          of Credit Fees .
          The
          Borrower shall pay to the Administrative Agent, for the account of the
          Lenders
          ratably in accordance with their respective Pro Rata Shares, with respect
          to
          each Letter of Credit, a letter of credit fee (the “Letter of Credit Fee”) at a
          per annum rate equal to the Letter of Credit Fee Rate in effect from time
          to
          time on the daily maximum amount available under such Letter of Credit,
          such fee
          to be payable in arrears on each Payment Date, on the Facility Termination
          Date
          and, if applicable, thereafter on demand. The Borrower shall also pay to
          each
          Issuer for its own account (x) a fronting fee in the amount agreed to by
          such
          Issuer and the Borrower from time to time, with such fee to be payable
          in
          arrears on each Payment Date, and (y) documentary and processing charges
          in
          connection with the issuance or Modification of and draws under Letters
          of
          Credit in accordance with such Issuer’s standard schedule for such charges as in
          effect from time to time.
 
 ( e )  Administration;
          Reimbursement by Lenders .
          Upon
          receipt from the beneficiary of any Letter of Credit of any demand for
          payment
          under such Letter of Credit, the applicable Issuer shall notify the
          Administrative Agent and the Administrative Agent shall promptly notify
          the
          Borrower and each Lender of the amount to be paid by such Issuer as a result
          of
          such demand and the proposed payment date (the “Letter of Credit Payment Date”).
          The responsibility of any Issuer to the Borrower and each Lender shall
          be only
          to determine that the documents delivered under each Letter of Credit issued
          by
          such Issuer in connection with a demand for payment are in conformity in
          all
          material respects with such Letter of Credit. Each Issuer shall endeavor
          to
          exercise the same care in its issuance and administration of Letters of
          Credit
          as it does with respect to letters of credit in which no participations
          are
          granted, it being understood that in the
  22
 
  absence
          of any gross negligence or willful misconduct by such Issuer, each Lender
          shall
          be unconditionally and irrevocably obligated, without regard to the occurrence
          of any Default or any condition precedent whatsoever, to reimburse such
          Issuer
          on demand for (i) such Lender’s Pro Rata Share of the amount of each payment
          made by such Issuer under each Letter of Credit to the extent such amount
          is not
          reimbursed by the Borrower pursuant to Section 2.19(f) below,
          plus (ii) interest on the foregoing amount, for each day from the date
          of the
          applicable payment by such Issuer to the date on which such Issuer is reimbursed
          by such Lender for its Pro Rata Share thereof, at a rate per annum equal
          to the
          Federal Funds Effective Rate or, beginning on third Business Day after
          demand
          for such amount by such Issuer, the rate applicable to Floating Rate
          Advances.
 ( f )  Reimbursement
            by Borrower .
            The
            Borrower shall be irrevocably and unconditionally obligated to reimburse
            each
            Issuer through the Administrative Agent on or before the applicable Letter
            of
            Credit Payment Date for any amount to be paid by such Issuer upon any
            drawing
            under any Letter of Credit, without presentment, demand, protest or other
            formalities of any kind; provided that the
            Borrower shall not be precluded from asserting any claim for direct (but
            not
            consequential) damages suffered by the Borrower which the Borrower proves
            were
            caused by (i) the willful misconduct or gross negligence of such Issuer
            in
            determining whether a request presented under any Letter of Credit complied
            with
            the terms of such Letter of Credit or (ii) such Issuer’s failure to pay under
            any Letter of Credit after the presentation to it of a request strictly
            complying with the terms and conditions of such Letter of Credit. All
            such
            amounts paid by an Issuer and remaining unpaid by the Borrower shall
            bear
            interest, payable on demand, for each day until paid at a rate per annum
            equal
            to the sum of 2% plus the rate applicable to Floating Rate Advances.
            The
            Administrative Agent will pay to each Lender ratably in accordance with
            its Pro
            Rata Share all amounts received by it from the Borrower for application
            in
            payment, in whole or in part, of the Reimbursement Obligation in respect
            of any
            Letter of Credit, but only to the extent such Lender made payment to
            the
            applicable Issuer in respect of such Letter of Credit pursuant to Section 2.19(e) .
 
 ( g )  Obligations
            Absolute .
            The
            Borrower’s obligations under this Section 2.19 shall be
            absolute and unconditional under any and all circumstances and irrespective
            of
            any setoff, counterclaim or defense to payment which the Borrower may
            have or
            have had against any Issuer, any Lender or any beneficiary of a Letter
            of
            Credit. The Borrower further agrees with the Issuers and the Lenders
            that
            neither any Issuer nor any Lender shall be responsible for, and the Borrower’s
            Reimbursement Obligation in respect of any Letter of Credit shall not
            be
            affected by, among other things, the validity or genuineness of documents
            or of
            any endorsements thereon, even if such documents should in fact prove
            to be in
            any or all respects invalid, fraudulent or forged, or any dispute between
            or
            among the Borrower, any of its Affiliates, the beneficiary of any Letter
            of
            Credit or any financing institution or other party to whom any Letter
            of Credit
            may be transferred or any claims or defenses whatsoever of the Borrower
            or of
            any of its Affiliates against the beneficiary of any Letter of Credit
            or any
            such transferee. No Issuer shall be liable for any error, omission, interruption
            or delay in transmission, dispatch or delivery of any message or advice,
            however
            transmitted, in connection with any Letter of Credit. The Borrower agrees
            that
            any action taken or omitted by any Issuer or any Lender under or in connection
            with any Letter of Credit and the related drafts and documents, if done
            without
            gross negligence or willful misconduct, shall be binding upon the Borrower
            and
            shall not put any Issuer or any
  23
 
 Lender
            under any liability to the Borrower. Nothing in this Section 2.19(g) is
            intended to limit the right of the Borrower to make a claim against any
            Issuer
            for damages as contemplated by the proviso to the first sentence of Section 2.19(f) .
 
 ( h )  Actions
            of Issuers .
            Each
            Issuer shall be entitled to rely, and shall be fully protected in relying,
            upon
            any Letter of Credit, draft, writing, resolution, notice, consent, certificate,
            affidavit, letter, cablegram, telegram, facsimile, telex or teletype
            message,
            statement, order or other document believed by it to be genuine and correct
            and
            to have been signed, sent or made by the proper Person or Persons, and
            upon
            advice and statements of legal counsel, independent accountants and other
            experts selected by such Issuer. Each Issuer shall be fully justified
            in failing
            or refusing to take any action under this Agreement unless it shall first
            have
            received such advice or concurrence of the Required Lenders as it reasonably
            deems appropriate or it shall first be indemnified to its reasonable
            satisfaction by the Lenders against any and all liability and expense
            which may
            be incurred by it by reason of taking or continuing to take any such
            action.
            Notwithstanding any other provision of this Section 2.19 ,
            each
            Issuer shall in all cases be fully protected in acting, or in refraining
            from
            acting, under this Agreement in accordance with a request of the Required
            Lenders, and such request and any action taken or failure to act pursuant
            thereto shall be binding upon the Lenders and any future holder of a
            participation in any Letter of Credit issued by such Issuer.
 
 ( i )  Indemnification .
            The
            Borrower agrees to indemnify and hold harmless each Lender, each Issuer
            and the
            Administrative Agent, and their respective directors, officers, agents
            and
            employees, from and against any and all claims and damages, losses, liabilities,
            costs or expenses which such Person may incur (or which may be claimed
            against
            such Person by any other Person whatsoever) by reason of or in connection
            with
            the issuance, execution and delivery or transfer of or payment or failure
            to pay
            under any Letter of Credit or any actual or proposed use of any Letter
            of
            Credit, including any claims, damages, losses, liabilities, costs or
            expenses
            which any Issuer may incur by reason of or in connection with (i) the
            failure of
            any other Lender to fulfill or comply with its obligations to such Issuer
            hereunder (but nothing herein contained shall affect any right the Borrower
            may
            have against any defaulting Lender) or (ii) by reason of or on account
            of such
            Issuer issuing any Letter of Credit which specifies that the term “Beneficiary”
therein includes any successor by operation of law of the named Beneficiary,
            but
            which Letter of Credit does not require that any drawing by any such
            successor
            Beneficiary be accompanied by a copy of a legal document, satisfactory
            to such
            Issuer, evidencing the appointment of such successor Beneficiary; provided that the
            Borrower shall not be required to indemnify any Person for any claims,
            damages,
            losses, liabilities, costs or expenses to the extent, but only to the
            extent,
            caused by (x) the willful misconduct or gross negligence of any Issuer
            in
            determining whether a request presented under any Letter of Credit issued
            by
            such Issuer complied with the terms of such Letter of Credit or (y) any
            Issuer’s
            failure to pay under any Letter of Credit issued by it after the presentation
            to
            it of a request strictly complying with the terms and conditions of such
            Letter
            of Credit. Nothing in this Section 2.19(i) is
            intended to limit the obligations of the Borrower under any other provision
            of
            this Agreement.
 
 ( j )  Lenders’
            Indemnification .
            Each
            Lender shall, ratably in accordance with its Pro Rata Share, indemnify
            each
            Issuer and its Affiliates and their respective directors, officers, agents
            and
            employees (to the extent not reimbursed by the Borrower) against any
            cost,
            expense
  24
 
  (including
            reasonable counsel fees and charges), claim, demand, action, loss or
            liability
            (except such as result from such indemnitees’ gross negligence or willful
            misconduct or such Issuer’s failure to pay under any Letter of Credit issued by
            it after the presentation to it of a request strictly complying with
            the terms
            and conditions of such Letter of Credit) that such indemnitees may suffer
            or
            incur in connection with this Section 2.19 or any
            action taken or omitted by such indemnitees hereunder.
 
 ( k )  LC
            Collateral Account .
            The
            Borrower agrees that it will establish on the Facility Termination Date
            (or on
            such earlier date as may be required pursuant to Section 8.1 ),
            and
            thereafter maintain so long as any Letter of Credit Obligation remains
            outstanding or any other amount is payable to any Issuer or the Lenders
            in
            respect of any Letter of Credit, a special collateral account pursuant
            to
            arrangements satisfactory to the Administrative Agent (the “LC Collateral
            Account”) at the Administrative Agent’s office at the address specified pursuant
            to Article XIII ,
            in the
            name of the Borrower but under the sole dominion and control of the
            Administrative Agent, for the benefit of the Lenders, and in which the
            Borrower
            shall have no interest other than as set forth in Section 8.1 .
            The
            Borrower hereby pledges, assigns and grants to the Administrative Agent,
            on
            behalf of and for the ratable benefit of the Lenders and the Issuers,
            a security
            interest in all of the Borrower’s right, title and interest in and to all funds
            which may from time to time be on deposit in the LC Collateral Account,
            to
            secure the prompt and complete payment and performance of the Obligations.
            The
            Administrative Agent will invest any funds on deposit from time to time
            in the
            LC Collateral Account in certificates of deposit of Bank of America having
            a
            maturity not exceeding 30 days. If funds are deposited in the LC Collateral
            Account pursuant to Section 2.2(b) and the
            provisions of Section 8.1 are not
            applicable ,
            then
            the Administrative Agent shall release from the LC Collateral Account
            to the
            Borrower, upon the request of the Borrower, an amount equal to
            the excess (if any) of all funds in the LC Collateral Account over the
            Letter of
            Credit Obligations.
  ( l )  Issuers’
            Obligation to Issue Letters of Credit .
            No
            Issuer shall be under any obligation to issue any Letter of Credit
            if:
  ( i )  any
            order, judgment or decree of any Governmental Authority or arbitrator
            shall by
            its terms purport to enjoin or restrain such Issuer from issuing such
            Letter of
            Credit, or any law applicable to such Issuer or any request or directive
            (whether or not having the force of law) from any Governmental Authority
            with
            jurisdiction over such Issuer shall prohibit, or request that such Issuer
            refrain from, the issuance of letters of credit generally or such Letter
            of
            Credit in particular or shall impose upon such Issuer with respect to
            such
            Letter of Credit any restriction, reserve or capital requirement (for
            which such
            Issuer is not otherwise compensated hereunder) not in effect on the Closing
            Date, or shall impose upon such Issuer any unreimbursed loss, cost or
            expense
            which was not applicable on the Closing Date and which such Issuer in
            good faith
            deems material to it;
  ( ii )  the
            issuance of such Letter of Credit would violate one or more policies
            of such
            Issuer applicable to letters of credit generally; or
 
 ( iii )  except
            as
            otherwise agreed by the Administrative Agent and the applicable Issuer,
            such
            Letter of Credit is in an initial stated amount less than
            $250,000.
  25
  
  ( m )  Rights
            as a Lender .
            In its
            capacity as a Lender, each Issuer shall have the same rights and obligations
            as
            any other Lender.
  **2.** **20**  **Extension
              of Facility Termination Date** **.**
 
 ( a )  Request
              for Extension .
              The
              Borrower may by notice to the Administrative Agent (who shall promptly
              notify
              the Lenders) given not more than 60 days and not less than 45 days
              prior to any
              anniversary of the Closing Date, request that each Lender extend the
              Facility
              Termination Date for an additional one year from the then existing
              Facility
              Termination Date; provided ,
              that
              the Borrower shall only be permitted to exercise this extension option
              two times
              during the term of the Agreement.
 
 ( b )  Lenders
              Election to Extend .
              Each
              Lender, acting in its sole and individual discretion, shall, by notice
              to the
              Administrative Agent given not later than 15 days following the receipt
              of
              notice of such request from the Administrative Agent (the “Notice Date”), advise
              the Administrative Agent in writing whether or not such Lender agrees
              to such
              extension (and each Lender that determines not to so extend its Facility
              Termination Date (a “Non-Extending Lender”) shall notify the Administrative
              Agent of such fact promptly after such determination (but in any event
              no later
              than the Notice Date) and any Lender that does not so advise the Administrative
              Agent on or before the Notice Date shall be deemed to be a Non-Extending
              Lender.
              The election of any Lender to agree to such extension shall not obligate
              any
              other Lender to so agree.
 
 ( c )  Notification
              by Administrative Agent .
              The
              Administrative Agent shall notify the Borrower of each Lender’s determination
              under this Section no later than the date 15 days after the Notice Date
              (or, if such date is not a Business Day, on the next preceding Business
              Day).
 
 ( d )  Additional
              Commitment Lenders .
              The
              Borrower shall have the right on or before the applicable anniversary
              of the
              Closing Date to replace each Non-Extending Lender with, and add as
“Lenders”
under this Agreement in place thereof,
              one or more Eligible Assignees (each, an “Additional Commitment Lender”) as
              provided in Section 12.2 ,
              each of
              which Additional Commitment Lenders shall have entered into an Assignment
              Agreement pursuant to which such Additional Commitment Lender shall,
              undertake,
              a Commitment (and, if any such Additional Commitment Lender is already
              a Lender,
              its Commitment shall be in addition to such Lender’s Commitment hereunder on
              such date) and
              shall be a “Lender” for all purposes of this Agreement .
 
 ( e )  Minimum
              Extension Requirement .
              If all
              of the Lenders agree to any such request for extension of the Facility
              Termination Date then the Facility Termination for all Lenders shall
              be extended
              for the additional one year, as applicable. If there exists any Non-Extending
              Lenders then the Borrower shall (i) withdraw its extension request
              and the
              Facility Termination Date will remain unchanged or (ii) provided that
              the
              Required Lenders (but for the avoidance of doubt, not including any
              Additional
              Commitment Lenders) have agreed to the extension request (such Lenders
              agreeing
              to such extension, the “Approving Lenders”), then the Borrower may extend the
              Facility Termination Date solely as to the Approving Lenders and the
              Additional
              Commitment Lenders with a reduced amount of Aggregate Commitments during
              such
              extension period equal to the aggregate
  26
 
  Commitments
              of the Approving Lenders and the Additional Commitment Lenders; it
              being
              understood that (A) the Facility Termination Date relating to any Non-Extending
              Lenders not replaced by an Additional Commitment Lender shall not be
              extended
              and the repayment of all obligations owed to them and the termination
              of their
              Commitments shall occur on the already existing Facility Termination
              Date and
              (B) the Facility Termination Date relating to the Approving Lenders
              and the
              Additional Commitment Lenders shall be extended for an additional year,
              as
              applicable.
 
 ( f )  Conditions
              to Effectiveness of Extensions .
              Notwithstanding the foregoing, any extension of the Facility Termination
              Date
              pursuant to this Section shall not be effective with respect to any Lender
              unless:
 
 ( i )  no
              Default or Unmatured Default shall have occurred and be continuing
              on the date
              of such extension and after giving effect thereto;
 
 ( ii )  the representations and
              warranties contained in Article
              V are true
              and correct on and as of the date of such extension except to the extent
              any
              such representation or warranty is stated to relate solely to an earlier
              date,
              in which case such representation or warranty shall have been true
              and correct
              on and as of such earlier date; and
 
 ( iii )  on
              any
              Facility Termination Date, the Borrower shall prepay any Loans outstanding
              on
              such date (and pay any additional amounts required pursuant to Section 3.4 )
              to the
              extent necessary to keep outstanding Loans ratable with any revised
              Pro Rata
              Shares of the respective Lenders effective as of such date.
  **ARTICLE** **III**
 
 **YIELD
                PROTECTION; TAXES**
 
 **3.** **1**  **Yield
                Protection** **.**
 
 If,
                on or
                after the date of this Agreement, the adoption of any law or any
                governmental or
                quasi-governmental rule, regulation, policy, guideline or directive
                (whether or
                not having the force of law), or any change in the interpretation
                or
                administration thereof by any governmental or quasi-governmental
                authority,
                central bank or comparable agency charged with the interpretation
                or
                administration thereof, or compliance by any Lender, any applicable
                Lending
                Installation or any Issuer with any request or directive (whether
                or not having
                the force of law) of any such authority, central bank or comparable
                agency:
 
 ( i )  subjects
                any Lender, any applicable Lending Installation or any Issuer to
                any Taxes, or
                changes the basis of taxation of payments (other than with respect
                to Excluded
                Taxes) to any Lender in respect of its Eurodollar Loans or Letters
                of Credit or
                participations therein, or
  27
 
  ( ii )  imposes
                or increases or deems applicable any reserve, assessment, insurance
                charge,
                special deposit or similar requirement against assets of, deposits
                with or for
                the account of, or credit extended by, any Lender, any applicable
                Lending
                Installation or any Issuer (other than reserves and assessments taken
                into
                account in determining the interest rate applicable to Eurodollar
                Advances),
                or
 
 ( iii )  imposes
                any other condition the result of which is to increase the cost to
                any Lender,
                any applicable Lending Installation or any Issuer of making, funding
                or
                maintaining its Eurodollar Loans or of issuing or participating in
                Letters of
                Credit or reduces any amount receivable by any Lender, any applicable
                Lending
                Installation or any Issuer in connection with its Eurodollar Loans
                or Letters of
                Credit, or requires any Lender, any applicable Lending Installation
                or any
                Issuer to make any payment calculated by reference to the amount
                of Eurodollar
                Loans or Letters of Credit held or interest received by it, by an
                amount deemed
                material by such Lender or such Issuer, as the case may be,
 
 and
                the
                result of any of the foregoing is to increase the cost to such Lender,
                the
                applicable Lending Installation or such Issuer of making or maintaining
                its
                Eurodollar Loans, Letters of Credit or Commitment or to reduce the
                return
                received by such Lender, the applicable Lending Installation or such
                Issuer in
                connection with such Eurodollar Loans, Letters of Credit or Commitment,
                then,
                within 15 days of demand by such Lender or such Issuer, the Borrower
                shall pay
                such Lender or such Issuer such additional amount or amounts as will
                compensate
                such Lender or such Issuer for such increased cost or reduction in
                amount
                received.
 
 **3.** **2**  **Changes
                in Capital Adequacy Regulations** **.**
 
 If
                a
                Lender or an Issuer determines the amount of capital required or
                expected to be
                maintained by such Lender, any Lending Installation of such Lender,
                such Issuer
                or any corporation controlling such Lender or such Issuer is increased
                as a
                result of a Change, then, within 15 days of demand by such Lender
                or such
                Issuer, the Borrower shall pay such Lender or such Issuer the amount
                necessary
                to compensate for any shortfall in the rate of return on the portion
                of such
                increased capital which such Lender or such Issuer determines is
                attributable to
                this Agreement, its Outstanding Credit Exposure or its Commitment
                to make Loans
                or to issue or participate in Letters of Credit hereunder (after
                taking into
                account such Lender’s policies as to capital adequacy). “Change” means (i) any
                change after the date of this Agreement in (or in the interpretation
                of) the
                Risk-Based Capital Guidelines or (ii) any adoption of or change in
                (or any
                change in the interpretation of) any other law, governmental or
                quasi-governmental rule, regulation, policy, guideline, interpretation,
                or
                directive (whether or not having the force of law) after the date
                of this
                Agreement which affects the amount of capital required or expected
                to be
                maintained by any Lender, any Lending Installation, any Issuer or
                any
                corporation controlling any Lender or any Issuer. “Risk-Based Capital
                Guidelines” means (x) the risk-based capital guidelines in effect in the United
                States on the date of this Agreement, including transition rules,
                and (y) the
                corresponding capital regulations promulgated by regulatory authorities
                outside
                the United States implementing the July 1988 report of the Basle Committee
                on Banking Regulation and Supervisory Practices Entitled “International
                Convergence of Capital
  28
 
  Measurements
                and Capital Standards,” including transition rules, and any amendments to such
                regulations adopted prior to the date of this Agreement.
 
 **3.** **3**  **Availability
                of Types of Advances** **.**
 
 If
                (i)
                any Lender determines that maintenance of its Eurodollar Loans at
                a suitable
                Lending Installation would violate any applicable law, rule, regulation,
                or
                directive, whether or not having the force of law, (ii) the Required
                Lenders
                determine that (a) deposits of a type and maturity appropriate to
                match fund
                Eurodollar Advances are not available or (b) the interest rate applicable
                to a
                Type of Advance does not accurately reflect the cost of making or
                maintaining
                such Advance or (iii) the Administrative Agent determines that adequate
                and
                reasonable means do not exist for determining the Eurodollar Base
                Rate, then the
                Administrative Agent shall suspend the availability of the affected
                Type of
                Advance and, in the case of clause (i) ,
                require
                any affected Eurodollar Advances to be repaid or converted to Floating
                Rate
                Advances, subject to the payment of any funding indemnification amounts
                required
                by Section 3.4 .
 
 **3.** **4**  **Funding
                Indemnification** **.**
 
 If
                any
                conversion, prepayment or payment of a Eurodollar Advance occurs
                on a date which
                is not the last day of the applicable Interest Period, whether because
                of
                acceleration, prepayment or otherwise, or a Eurodollar Advance is
                not made,
                paid, continued or converted on the date or in the amount specified
                by the
                Borrower for any reason other than default by the Lenders, the Borrower
                will
                indemnify each Lender for any loss or cost incurred by it resulting
                therefrom,
                including any loss or cost in liquidating or employing deposits acquired
                to fund
                or maintain such Eurodollar Advance.
 
 **3.** **5**  **Taxes** **.**
 
 ( i )  All
                payments by the Borrower to or for the account of any Lender, any
                Issuer or the
                Administrative Agent hereunder or under any Note shall be made free
                and clear of
                and without deduction for any and all Taxes. If the Borrower shall
                be required
                by law to deduct any Taxes from or in respect of any sum payable
                hereunder to
                any Lender, any Issuer or the Administrative Agent, (a) 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 3.5 )
                such
                Lender, such Issuer or the Administrative Agent (as the case may
                be) receives an
                amount equal to the sum it would have received had no such deductions
                been made,
                (b) the Borrower shall make such deductions, (c) the Borrower shall
                pay the full
                amount deducted to the relevant authority in accordance with applicable
                law and
                (d) the Borrower shall furnish to the Administrative Agent the original
                copy of
                a receipt evidencing payment thereof within 30 days after such payment
                is
                made.
 
 ( ii )  In
                addition, the Borrower hereby agrees to pay any present or future
                stamp or
                documentary taxes and any other excise or property taxes, charges
                or similar
                levies which arise from any payment made hereunder or under any Note
                or Letter
                of Credit Application or from the execution or delivery of, or otherwise
                with
                respect to, this Agreement, any Note or any Letter of Credit Application
                (“Other
                Taxes”).
  29





( iii )  The
      Borrower hereby agrees to indemnify the Administrative Agent, each Lender and
      each Issuer for the full amount of Taxes or Other Taxes (including any Taxes
      or
      Other Taxes imposed on amounts payable under this Section 3.5 )
      paid by
      the Administrative Agent, such Lender or such Issuer and any liability
      (including penalties, interest and expenses) arising therefrom or with respect
      thereto. Payments due under this indemnification shall be made within 30 days
      of
      the date the Administrative Agent, such Lender or such Issuer makes demand
      therefor pursuant to Section 3.6 .





( iv )  Each
      Lender that is not incorporated under the laws of the United States of America
      or a state thereof (each a “Non-U.S. Lender”) agrees that it will, not less than
      ten Business Days after the date of this Agreement (or, if later, the date
      it
      becomes a party hereto), (i) deliver to each of the Borrower and the
      Administrative Agent two duly completed copies of United States Internal Revenue
      Service Form W-8BEN or W-8ECI, certifying in either case that such Lender
      is entitled to receive payments under this Agreement without deduction or
      withholding of any United States federal income taxes, and (ii) deliver to
      each
      of the Borrower and the Administrative Agent a United States Internal Revenue
      Form W-8BEN or W-9, as the case may be, and certify that it is entitled to
      an exemption from United States backup withholding tax. Each Non-U.S. Lender
      further undertakes to deliver to each of the Borrower and the Administrative
      Agent (x) renewals or additional copies of such form (or any successor form)
      on
      or before the date that such form expires or becomes obsolete, and (y) after
      the
      occurrence of any event requiring a change in the most recent forms so delivered
      by it, such additional forms or amendments thereto as may be reasonably
      requested by the Borrower or the Administrative Agent. All forms or amendments
      described in the preceding sentence shall certify that such Lender is entitled
      to receive payments under this Agreement without deduction or withholding of
      any
      United States federal income taxes, unless an event (including any change in
      treaty, law or regulation) has occurred prior to the date on which any such
      delivery would otherwise be required which renders all such forms inapplicable
      or which would prevent such Lender from duly completing and delivering any
      such
      form or amendment with respect to it and such Lender advises the Borrower and
      the Administrative Agent that it is not capable of receiving payments without
      any deduction or withholding of United States federal income tax.





( v )  For
      any
      period during which a Non-U.S. Lender has failed to provide the Borrower with
      an
      appropriate form pursuant to clause (iv) above
      (unless such failure is due to a change in treaty, law or regulation, or any
      change in the interpretation or administration thereof by any governmental
      authority, occurring subsequent to the date on which a form originally was
      required to be provided), such Non-U.S. Lender shall not be entitled to
      indemnification under this Section 3.5 with
      respect to Taxes imposed by the United States; provided that,
      should a Non-U.S. Lender which is otherwise exempt from or subject to a reduced
      rate of withholding tax become subject to Taxes because of its failure to
      deliver a form required under clause (iv) above,
      the Borrower shall take such steps as such Non-U.S. Lender shall reasonably
      request to assist such Non-U.S. Lender to recover such Taxes.





( vi )  Any
      Lender that is entitled to an exemption from or reduction of withholding tax
      with respect to payments under this Agreement or any Note pursuant to the law
      of
      any relevant jurisdiction or any treaty shall deliver to the Borrower (with
      a
      copy to the Administrative Agent),




30







at
      the
      time or times prescribed by applicable law, 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.


**3.** **6**  **Lender
        Statements; Survival of Indemnity** **.**
 
 To
        the
        extent reasonably possible and upon the request of the Borrower, each Lender
        shall designate an alternate Lending Installation with respect to its Eurodollar
        Loans to reduce any liability of the Borrower to such Lender under Sections 3.1 , 3.2 and 3.5 or to
        avoid the unavailability of Eurodollar Advances under Section 3.3 ,
        so long
        as such designation is not, in the judgment of such Lender, disadvantageous
        to
        such Lender. Each Lender or each Issuer, as applicable, shall deliver a written
        statement of such Lender or such Issuer to the Borrower (with a copy to the
        Administrative Agent) as to any amount due under Section 3.1 , 3.2 , 3.4 or 3.5 .
        Such
        written statement shall set forth in reasonable detail the calculations upon
        which such Lender or such Issuer determined such amount and shall be final,
        conclusive and binding on the Borrower in the absence of manifest error.
        Determination of amounts payable under such Sections in connection with a
        Eurodollar Loan shall be calculated as though each Lender funded its Eurodollar
        Loan through the purchase of a deposit of the type and maturity corresponding
        to
        the deposit used as a reference in determining the Eurodollar Rate applicable
        to
        such Loan, whether in fact that is the case or not. Unless otherwise provided
        herein, the amount specified in the written statement of any Lender or any
        Issuer shall be payable on demand after receipt by the Borrower of such written
        statement. The obligations of the Borrower under Sections 3.1 , 3.2 , 3.4 and 3.5 shall
        survive payment of the Obligations and termination of this
        Agreement.
 
 **ARTICLE** **IV**
 
 **CONDITIONS
        PRECEDENT**
 
 **4.** **1**  **Initial
        Credit Extension** **.**
 
 The
        Lenders and the Issuers shall not be required to make the initial Credit
        Extension hereunder until the Borrower has furnished the Administrative Agent
        with (a) all fees required to be paid to the Lenders on the date hereof,
        (b)
        evidence that, prior to or concurrently with the initial Credit Extension
        hereunder, all obligations under the Existing Credit Facility have been paid
        in
        full and all commitments to lend thereunder have been terminated and (c)
        all of
        the following, in form and substance satisfactory to each Agent and each
        Lender,
        and in sufficient copies for each Lender:
 
 ( i )  Copies
        of
        the articles or certificate of incorporation of the Borrower, together with
        all
        amendments, certified by the Secretary or an Assistant Secretary of the
        Borrower, and a certificate of good standing, certified by the appropriate
        governmental officer in its jurisdiction of incorporation, as well as any
        other
        information that any Lender may request that is required by Section 326 of
        the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender
        to
        verify the identity of the Borrower as required by Section 326 of the USA
        PATRIOT ACT.
 31




( ii )  Copies,
        certified by the Secretary or an Assistant Secretary of the Borrower, of
        its
        by-laws and of its Board of Directors’ resolutions and of resolutions or actions
        of any other body authorizing the execution of the Loan Documents to which
        the
        Borrower is a party.
 
 ( iii )  An
        incumbency certificate, executed by the Secretary or an Assistant Secretary
        of
        the Borrower, which shall identify by name and title and bear the signatures
        of
        the Authorized Officers and any other officers of the Borrower authorized
        to
        sign the Loan Documents to which the Borrower is a party, upon which certificate
        the Administrative Agent and the Lenders shall be entitled to rely until
        informed of any change in writing by the Borrower.
 
 ( iv )  A
        certificate, signed by the Chief Accounting Officer or the Chief Financial
        Officer of the Borrower, stating that on the initial Borrowing Date no Default
        or Unmatured Default has occurred and is continuing.
 
 ( v )  A
        written
        opinion of the Borrower’s counsel, addressed to the Administrative Agent and the
        Lenders in a form reasonably satisfactory to the Administrative Agent and
        its
        counsel.
 
 ( vi )  Executed
        counterparts of this Agreement executed by the Borrower and each
        Lender.
 
 ( vii )  Any
        Notes
        requested by a Lender pursuant to Section 2.13 payable
        to the order of each such requesting Lender.
 
 ( viii )  If
        the
        initial Credit Extension will be the issuance of a Letter of Credit, a properly
        completed Letter of Credit Application.
 
 ( ix )  Evidence
        of the effectiveness of the Great Plains Credit Agreement, having terms
        substantially similar to the terms hereof.
 
 ( x )  Written
        money transfer instructions, in substantially the form of Exhibit C ,
        addressed to the Administrative Agent and signed by an Authorized Officer
        who
        has executed and delivered an incumbency certificate in accordance with the
        terms hereof, together with such other related money transfer authorizations
        as
        the Administrative Agent may have reasonably requested.
 
 (xi)  Such
        other documents as any Lender or its counsel may have reasonably
        requested.
 
 **4.** **2**  **Each
        Credit Extension** **.**
 
 The
        Lenders shall not be required to make any Credit Extension (other than a
        Credit
        Extension that, after giving effect thereto and to the application of the
        proceeds thereof, does not
  32
 
  increase
        the aggregate amount of outstanding Credit Extensions) or increase its
        Commitment pursuant to any Transfer, unless on the date of such Credit Extension
        or Transfer:
  ( i )  No
          Default or Unmatured Default exists or would result from such Credit
          Extension.
 
 ( ii )  The
          representations and warranties contained in Article V are true
          and correct as of the date of such Credit Extension except to the extent
          any
          such representation or warranty is stated to relate solely to an earlier
          date,
          in which case such representation or warranty shall have been true and
          correct
          on and as of such earlier date; provided that
          this clause (ii) shall
          not apply to the representations and warranties set forth in Section 5.5 (as it
          relates to clause (i) or (ii) of the
          definition of “Material Adverse Effect”), clause (a) of the
          first sentence of Section 5.7 and the
          second sentence of Section 5.7 with
          respect to any borrowing hereunder which is not part of the Initial Credit
          Extension.
 
 Each
          delivery of a Borrowing Notice and each request for the issuance of a Letter
          of
          Credit shall constitute a representation and warranty by the Borrower that
          the
          conditions contained in Sections 4.2(i) and (ii) have
          been satisfied. Any Lender may require delivery of a duly completed compliance
          certificate in substantially the form of Exhibit A as a
          condition to making a Credit Extension.
 
 **ARTICLE** **V**
 
 **REPRESENTATIONS
          AND WARRANTIES**
 
 The
          Borrower represents and warrants to the Lenders that:
 
 **5.** **1**  **Existence
          and Standing** **.**
 
 Each
          of
          the Borrower and its Significant Subsidiaries is a corporation, partnership
          (in
          the case of Subsidiaries only) or limited liability company duly and properly
          incorporated or organized, as the case may be, validly existing and (to
          the
          extent such concept applies to such entity) in good standing under the
          laws of
          its jurisdiction of incorporation or organization and has all requisite
          authority to conduct its business in each jurisdiction in which its business
          is
          conducted.
 
 **5.** **2**  **Authorization
          and Validity** **.**
 
 The
          Borrower has the power and authority and legal right to execute and deliver
          the
          Loan Documents and to perform its obligations thereunder. The execution
          and
          delivery by the Borrower of the Loan Documents and the performance of its
          obligations thereunder have been duly authorized by proper corporate
          proceedings, and the Loan Documents constitute legal, valid and binding
          obligations of the Borrower enforceable against the Borrower in accordance
          with
          their terms, except as enforceability may be limited by bankruptcy, insolvency
          or similar laws affecting the enforcement of creditors’ rights
          generally.
  33


**5.** **3**  **No
      Conflict; Government Consent** **.**





Neither
      the execution and delivery by the Borrower of the Loan Documents, nor the
      consummation of the transactions therein contemplated, nor compliance with
      the
      provisions thereof will violate (i) any law, rule, regulation, order, writ,
      judgment, injunction, decree or award binding on the Borrower or (ii) the
      Borrower’s articles or certificate of incorporation or by-laws or (iii) the
      provisions of any indenture, instrument or agreement to which the Borrower
      is a
      party or is subject, or by which it, or its Property, is bound, or conflict
      with
      or constitute a default thereunder, or result in, or require, the creation
      or
      imposition of any Lien in, of or on the Property of the Borrower pursuant to
      the
      terms of any such indenture, instrument or agreement. No order, consent,
      adjudication, approval, license, authorization, or validation of, or filing,
      recording or registration with, or exemption by, or other action in respect
      of
      any governmental or public body or authority, or any subdivision thereof, which
      has not been obtained by the Borrower, is required to be obtained by the
      Borrower in connection with the execution and delivery of the Loan Documents,
      the borrowings under this Agreement, the payment and performance by the Borrower
      of the Obligations or the legality, validity, binding effect or enforceability
      of any of the Loan Documents.





**5.** **4**  **Financial
      Statements** **.**





The
      June
      30, 2005, September 30, 2005, December 31, 2005 and March 31, 2006 consolidated
      financial statements of the Borrower and its Subsidiaries heretofore delivered
      to the Lenders were prepared in accordance with GAAP and fairly present the
      consolidated financial condition and operations of the Borrower and its
      Subsidiaries at such dates and the consolidated results of their operations
      for
      the periods then ended subject, in the case of the June 30, 2005, September
      30,
      2005 and March 31, 2006 financial statements, to normal year-end
      adjustments.





**5.** **5**  **Material
      Adverse Change** **.**





Since
      December 31, 2005, there has been no change in the business, Property,
      prospects, condition (financial or otherwise) or results of operations of the
      Borrower and its Subsidiaries which could reasonably be expected to have a
      Material Adverse Effect.





**5.** **6**  **Taxes** **.**





The
      Borrower and its Significant Subsidiaries have filed all United States federal
      tax returns and all other material tax returns which are required to be filed
      and have paid all taxes due and payable pursuant to said returns or pursuant
      to
      any assessment received by the Borrower or any of its Significant Subsidiaries,
      except such taxes, if any, as are being contested in good faith and as to which
      adequate reserves have been provided in accordance with GAAP and as to which
      no
      Lien exists. No tax liens have been filed and no material claims are being
      asserted against the Borrower or any Significant Subsidiary with respect to
      any
      such taxes. The charges, accruals and reserves on the books of the Borrower
      and
      its Significant Subsidiaries in respect of any taxes or other governmental
      charges are adequate.




34









**5.** **7**  **Litigation;
      etc** **.**





Except
      as
      set forth in the Borrower’s ‘34 Act Reports, there is no litigation,
      arbitration, governmental investigation, proceeding or inquiry pending or,
      to
      the knowledge of any of their officers, threatened against or affecting the
      Borrower or any of its Subsidiaries which (a) could reasonably be expected
      to
      have a Material Adverse Effect or (b) seeks to prevent, enjoin or delay the
      making of any Credit Extension. Other than any liability incident to any
      litigation, arbitration or proceeding which could not reasonably be expected
      to
      have a Material Adverse Effect, the Borrower has no material contingent
      obligations not provided for or disclosed in the financial statements referred
      to in Section 5.4 .





**5.** **8**  **ERISA** **.**





The
      Borrower and each other member of the Controlled Group has fulfilled its
      obligations under the minimum funding standards of ERISA and the Code with
      respect to each Plan and is in compliance with the presently applicable
      provisions of ERISA and the Code with respect to each Plan, except to the extent
      that noncompliance, individually or in the aggregate, has not resulted in and
      could not reasonably be expected to result in a Material Adverse Effect. Neither
      the Borrower nor any other member of the Controlled Group has (i) sought a
      waiver of the minimum funding standard under Section 412 of the Code in
      respect of any Plan, (ii) failed to make any required contribution or payment
      to
      any Plan or Multiemployer Plan, or made any amendment to any Plan which has
      resulted or could result in the imposition of a Lien or the posting of a bond
      or
      other security under ERISA or the Code or (iii) incurred any liability under
      Title IV of ERISA other than a liability to the PBGC for premiums under
      Section 4007 of ERISA.





**5.** **9**  **Accuracy
      of Information** **.**





No
      information, exhibit or report furnished by the Borrower or any of its
      Subsidiaries to the Administrative Agent or to any Lender in connection with
      the
      negotiation of, or compliance with, the Loan Documents contained any material
      misstatement of fact or omitted to state a material fact or any fact necessary
      to make the statements contained therein not misleading.





**5.** **10**  **Regulation U** **.**





The
      Borrower is not engaged and will not engage, principally or as one of its
      important activities, in the business of purchasing or carrying margin stock
      (as
      defined in Regulation U), or extending credit for the purpose of purchasing
      or carrying margin stock. Margin stock constitutes less than 25% of the value
      of
      those assets of the Borrower and its Subsidiaries which are subject to any
      limitation on sale, pledge or other restriction hereunder.





**5.** **11**  **Material
      Agreements** **.**





Neither
      the Borrower nor any Subsidiary is a party to any agreement or instrument or
      subject to any charter or other corporate restriction which is reasonably likely
      to have a Material Adverse Effect. Neither the Borrower nor any Subsidiary
      is in
      default in the performance,




35







observance
      or fulfillment of any of the obligations, covenants or conditions contained
      in
      any agreement to which it is a party, which default could reasonably be expected
      to have a Material Adverse Effect.


**5.** **12**  **Compliance
        With Laws** **.**
 
 The
        Borrower and its Subsidiaries have complied with all applicable statutes,
        rules,
        regulations, orders and restrictions of any domestic or foreign government
        or
        any instrumentality or agency thereof having jurisdiction over the conduct
        of
        their respective businesses or the ownership of their respective Property
        except
        for any failure to comply with any of the foregoing which could not reasonably
        be expected to have a Material Adverse Effect.
 
 **5.** **13**  **Ownership
        of Properties** **.**
 
 On
        the
        date of this Agreement, the Borrower and its Significant Subsidiaries will
        have
        good title, free of all Liens other than those permitted by Section 6.12 ,
        to all
        of the Property and assets reflected in the Borrower’s most recent consolidated
        financial statements provided to the Administrative Agent as owned by the
        Borrower and its Subsidiaries.
 
 **5.** **14**  **Plan
        Assets; Prohibited Transactions** **.**
 
 To
        the
        Borrower’s knowledge, the Borrower is not an entity deemed to hold “plan assets”
within the meaning of 29 C.F.R.  § 2510.3-101 of another entity’s
        employee benefit plan (as defined in Section 3(3) of ERISA) which is
        subject to Title I of ERISA or any plan (within the meaning of
        Section 4975 of the Code), and neither the execution of this Agreement nor
        the making of Loans hereunder gives rise to a prohibited transaction within
        the
        meaning of Section 406 of ERISA or Section 4975 of the
        Code.
 
 **5.** **15**  **Environmental
        Matters** **.**
 
 Except
        as
        set forth in the Borrower’s ‘34 Act Reports, there are no known risks and
        liabilities accruing to the Borrower or any of its Subsidiaries due to
        Environmental Laws that could reasonably be expected to have a Material Adverse
        Effect.
 
 **5.** **16**  **Investment
        Company Act** **.**
 
 Neither
        the Borrower nor any Subsidiary is or is required to be registered as an
        “investment company” within the meaning of the Investment Company Act of 1940,
        as amended.
 
 **5.** **17**  **Pari
        Passu Indebtedness** **.**
 
 The
        Indebtedness under the Loan Documents ranks at least pari  passu with all
        other unsecured Indebtedness of the Borrower.
  36
  **5.** **18**  **Solvency** **.**
 
 As
        of the
        date hereof and after giving effect to the consummation of the transactions
        contemplated by the Loan Documents, the Borrower and each Significant Subsidiary
        is solvent. For purposes of the preceding sentence, solvent means (a) the
        fair
        saleable value (on a going concern basis) of the Borrower’s assets or a
        Significant Subsidiary’s assets, as applicable, exceed its liabilities,
        contingent or otherwise, fairly valued, (b) such Person will be able to pay
        its
        debts as they become due and (c) such Person will not be left with unreasonably
        small capital as is necessary to satisfy all of its current and reasonably
        anticipated obligations 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. The Borrower is not entering into
        the
        Loan Documents with the actual intent to hinder, delay or defraud its current
        or
        future creditors, nor does the Borrower intend to or believe that it will
        incur,
        as a result of entering into this Agreement and the other Loan Documents,
        debts
        beyond its ability to repay.
 
 **ARTICLE** **VI**
 
 **COVENANTS**
 
 During
        the term of this Agreement, unless the Required Lenders shall otherwise consent
        in writing:
 
 **6.** **1**  **Financial
        Reporting** **.**
 
 The
        Borrower will maintain, for itself and each Subsidiary, a system of accounting
        established and administered in accordance with generally accepted accounting
        principles, and furnish to the Lenders:
 
 ( i )  Within
        90
        days after the close of each of its fiscal years, an unqualified audit report
        certified by an independent registered public accounting firm which is a
        member
        of the “Big Four,” prepared in accordance with GAAP on a consolidated basis for
        itself and its Consolidated Subsidiaries, including balance sheets as of
        the end
        of such period and related statements of income, common shareholders’ equity and
        cash flows, accompanied by any management letter prepared by said
        accountants.
 
 ( ii )  Within
        45
        days after the close of the first three quarterly periods of each of its
        fiscal
        years, for itself and its Consolidated Subsidiaries, either (a) consolidated
        and
        consolidating unaudited balance sheets as at the close of each such period
        and
        consolidated and consolidating profit and loss and reconciliation of surplus
        statements and a statement of cash flows for the period from the beginning
        of
        such fiscal year to the end of such quarter, all certified by its Chief
        Accounting Officer or Chief Financial Officer or (b) if the Borrower is then
        a
“registrant” within the meaning of Rule 1-01 of
  37
 
  Regulation S-X
        of the SEC and required to file a report on Form 10-Q with the SEC, a copy
        of the Borrower’s report on Form 10-Q for such quarterly
        period.
 
 ( iii )  Together
        with the financial statements required under Sections 6.1(i) and (ii) ,
        a
        compliance certificate in substantially the form of Exhibit A signed
        by its Chief Accounting Officer or Chief Financial Officer setting forth
        calculations of the financial covenants contained in Section 6 and
        stating that no Default or Unmatured Default exists, or if any Default or
        Unmatured Default exists, stating the nature and status thereof.
 
 ( iv )  As
        soon
        as possible and in any event within 10 days after the Borrower or any member
        of
        the Controlled Group knows that any Reportable Event has occurred with respect
        to any Plan, a statement, signed by the Chief Accounting Officer or Chief
        Financial Officer of the Borrower, describing said Reportable Event and the
        action which the Borrower or member of the Controlled Group proposes to take
        with respect thereto.
 
 ( v )  As
        soon
        as possible and in any event within two days after receipt of notice by the
        Borrower or any member of the Controlled Group of the PBGC’s intention to
        terminate any Plan or to have a trustee appointed to administer any Plan,
        a copy
        of such notice.
 
 ( vi )  Promptly
        upon the furnishing thereof to the shareholders of the Borrower, copies of
        all
        financial statements, reports and proxy statements so furnished.
 
 ( vii )  Promptly
        upon the filing thereof, copies of all registration statements and annual,
        quarterly, monthly or other regular reports which the Borrower files with
        the
        SEC.
 
 ( viii )  As
        soon
        as possible, and in any event within three days after an Authorized Officer
        of
        the Borrower shall have knowledge thereof, notice of any change by Moody’s or
        S&P in the senior unsecured debt rating of the Borrower.
 
 ( ix )  Such
        other information (including non-financial information) as the Administrative
        Agent or any Lender may from time to time reasonably request.
 
 The
        statements and reports required to be furnished by the Borrower pursuant
        to clauses (ii) , (vi) and (vii) above
        shall be deemed furnished for such purpose upon becoming publicly available
        on
        the SEC’s EDGAR web page.
 The
          Borrower hereby acknowledges that (a) the Administrative Agent and/or BAS
          will
          make available to the Lenders and Issuers materials and/or information
          provided
          by or on behalf of the Borrower hereunder (collectively, “ Borrower
          Materials ”)
          by
          posting the Borrower Materials on IntraLinks or another similar electronic
          system (the “ Platform ”)
          and
          (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do
          not wish to receive material non-public information with respect to the
          Borrower
          or its securities) (each, a “ Public
          Lender ”).
          The
          Borrower hereby agrees that (w) all Borrower Materials that are to be made
          available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”
which, at a minimum, shall mean
  38
 
  that
          the
          word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking
          Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the
          Agents, the Arrangers, the Issuers and the Lenders to treat such Borrower
          Materials as not containing any material non-public information with respect
          to
          the Borrower or its securities for purposes of United States Federal and
          state
          securities laws ( provided , however ,
          that to
          the extent such Borrower Materials constitute Specified Information, they
          shall
          be treated as set forth in Section 9.11(a) );
          (y)
          all Borrower Materials marked “PUBLIC” are permitted to be made available
          through a portion of the Platform designated “Public Investor;” and (z) the
          Administrative Agent and BAS shall be entitled to treat any Borrower Materials
          that are not marked “PUBLIC” as being suitable only for posting on a portion of
          the Platform not designated “Public Investor.” Notwithstanding the foregoing,
          the Borrower shall be under no obligation to mark any Borrower Materials
          “PUBLIC.”
 
 **6.** **2**  **Permits,
          Etc** **.**
 
 The
          Borrower will, and will cause each Significant Subsidiary to, take all
          reasonable action to maintain all rights, privileges, permits, licenses
          and
          franchises necessary or desirable in the normal conduct of its business,
          except
          to the extent failure to do so could not reasonably be expected to have
          a
          Material Adverse Effect; and preserve or renew all of its registered patents,
          trademarks, trade names and service marks, the non-preservation of which
          could
          reasonably be expected to have a Material Adverse Effect.
 
 **6.** **3**  **Use
          of Proceeds** **.**
 
 The
          Borrower will use the proceeds of the Credit Extensions (i) to repay the
          Existing Credit Facility and (ii) for the general corporate and working
          capital
          purposes of the Borrower and its Subsidiaries, including support for the
          Borrower’s commercial paper. The Borrower will not use any of the proceeds of
          the Credit Extensions to purchase or carry any margin stock (as defined
          in
          Regulation U) or to extend credit for the purpose of purchasing or carrying
          margin stock. The Borrower will not permit margin stock to constitute 25%
          or
          more of the value of those assets of the Borrower and its Subsidiaries
          which are
          subject to any limitation on sale, pledge or other restriction
          hereunder.
 
 **6.** **4**  **Notice
          of Default** **.**
 
 The
          Borrower will, and will cause each Subsidiary to, give prompt notice in
          writing
          to the Administrative Agent and the Lenders of the occurrence of any Default
          or
          Unmatured Default and of any other development, financial or otherwise,
          which
          could reasonably be expected to have a Material Adverse Effect.
 
 **6.** **5**  **Conduct
          of Business** **.**
 
 The
          Borrower will, and will cause each Significant Subsidiary to, carry on
          and
          conduct its business in substantially the same manner and in substantially
          the
          same fields of enterprise as it is presently conducted and do all things
          necessary to remain duly incorporated or organized, validly existing and
          (to the
          extent such concept applies to such entity) in good standing as a
  39
 
  domestic
          corporation, partnership or limited liability company in its jurisdiction
          of
          incorporation or organization, as the case may be, and maintain all requisite
          authority to conduct its business in each jurisdiction in which its business
          is
          conducted.
 
 **6.** **6**  **Taxes** **.**
 
 The
          Borrower will, and will cause each Significant Subsidiary to, timely file
          United
          States federal and applicable foreign, state and local tax returns required
          by
          law and pay when due all taxes, assessments and governmental charges and
          levies
          upon it or its income, profits or Property, except those which are being
          contested in good faith by appropriate proceedings and with respect to
          which
          adequate reserves have been set aside in accordance with GAAP.
 
 **6.** **7**  **Insurance.**
 
 The
          Borrower will, and will cause each Significant Subsidiary to, maintain
          with
          financially sound and reputable insurance companies that are not Affiliates
          of
          the Borrower or its Subsidiaries (other than any captive insurance company)
          insurance on all their Properties and business against loss or damage of
          the
          kinds customarily insured against by Persons engaged in the same or similar
          business, of such types and in such amounts as are customarily carried
          under
          similar circumstances by such other Persons, and the Borrower will furnish
          to
          any Lender upon request full information as to the insurance carried. Such
          insurance may be subject to co-insurance, deductibility or similar clauses
          which, in effect, result in self-insurance of certain losses; provided that
          such self-insurance is in accord with the customary industry practices
          for
          Persons in the same or similar businesses and adequate insurance reserves
          are
          maintained in connection with such self-insurance to the extent required
          by
          GAAP.
 
 **6.** **8**  **Compliance
          with Laws** **.**
 
 The
          Borrower will, and will cause each Significant Subsidiary to, comply with
          all
          laws, rules, regulations, orders, writs, judgments, injunctions, decrees
          or
          awards to which it may be subject including all Environmental Laws, the
          failure
          to comply with which could reasonably be expected to have a Material Adverse
          Effect.
 
 **6.** **9**  **Maintenance
          of Properties; Books of Record** **.**
 
 The
          Borrower will, and will cause each Significant Subsidiary to, (i) do all
          things
          necessary to maintain, preserve, protect and keep its Property in good
          repair,
          working order and condition, and make all necessary and proper repairs,
          renewals
          and replacements so that its business carried on in connection therewith
          may be
          properly conducted at all times and (ii) keep proper books of record and
          account, in which full and correct entries shall be made of all material
          financial transactions and the assets and business of the Borrower and
          each
          Significant Subsidiary in accordance with GAAP; provided that
          nothing in this Section shall prevent the Borrower or any Significant
          Subsidiary from discontinuing the operation or maintenance of any of its
          Property or equipment if such discontinuance is, in the judgment of such
          Person,
          desirable in the conduct of its business.
  40
 
  **6.** **10**  **Inspection** **.**
 
 The
          Borrower will, and if a Default or Unmatured Default exists, will cause
          each
          Subsidiary to, permit the Administrative Agent and the Lenders, by their
          respective representatives and agents, to inspect any of the Property,
          books and
          financial records of such Person, to examine and make copies of the books
          of
          accounts and other financial records of such Person, and to discuss the
          affairs,
          finances and accounts of such Person with, and to be advised as to the
          same by,
          such Person’s officers at such reasonable times and intervals as the
          Administrative Agent or any Lender may designate. After the occurrence
          and
          during the continuance of a Default, any such inspection shall be at the
          Borrower’s expense; at all other times, the Borrower shall not be liable to pay
          the expenses of the Administrative Agent or any Lender in connection with
          such
          inspections.
 
 **6.** **11**  **Consolidations,
          Mergers and Sale of Assets** **.**
 
 The
          Borrower will not, nor will it permit any Significant Subsidiary to, sell,
          lease, transfer, or otherwise dispose of all or substantially all of its
          assets
          (whether by a single transaction or a number of related transactions and
          whether
          at one time or over a period of time) or consolidate with or merge into
          any
          Person or permit any Person to merge into it, except
 
 ( i )  A
          Wholly-Owned Subsidiary may be merged into the Borrower.
 
 ( ii )  Any
          Significant Subsidiary may sell all or substantially all of its assets
          to, or
          consolidate or merge into, another Significant Subsidiary; provided that,
          immediately before and after such merger, consolidation or sale, no Default
          or
          Unmatured Default shall exist.
 
 ( iii )  The
          Borrower may sell or transfer accounts receivable pursuant to one or more
          securitization transactions.
 
 ( iv )  The
          Borrower may sell all or substantially all of its assets to, or consolidate
          with
          or merge into, any other corporation, or permit another corporation to
          merge
          into it; provided that (a)
          the surviving corporation, if such surviving corporation is not the Borrower,
          or
          the transferee corporation in the case of a sale of all or substantially
          all of
          the Borrower’s assets (1) shall be a corporation organized and existing under
          the laws of the United States of America or a state thereof or the District
          of
          Columbia, (2) shall be a Wholly-Owned Subsidiary of Great Plains, (3) shall
          expressly assume in a writing satisfactory to the Administrative Agent
          the due
          and punctual payment of the Obligations and the due and punctual performance
          of
          and compliance with all of the terms of this Agreement and the other Loan
          Documents to be performed or complied with by the Borrower and (4) shall
          deliver
          all documents required to be delivered pursuant to Sections 4.1(i) , (ii) , (iii) , (v) and (ix) ,
          (b)
          immediately before and after such merger, consolidation or sale, there
          shall not
          exist any Default or Unmatured Default and (c) the surviving corporation
          of such
          merger or consolidation, or the transferee corporation of the assets of
          the
          Borrower, as applicable, has, both immediately before and after such
  41
 
 merger,
          consolidation or sale, a Moody’s Rating of Baa3 or better or an S&P Rating
          of BBB - or better.
 
 Notwithstanding
          the foregoing, the Borrower and its Consolidated Subsidiaries will not
          convey,
          transfer, lease or otherwise dispose of (whether in one transaction or
          a series
          of transactions, but excluding (a) sales of inventory in the ordinary course
          of
          business, (b) transactions permitted by clauses
          (i) through (iv) above
          and (c) transfers by the Borrower of assets related to, or ownership interests
          in, Iatan 2 to co-owners of Iatan 2 pursuant to the co-ownership, co-operating
          or other similar agreements of the co-owners of Iatan 2) in the aggregate
          within
          any 12-month period, more than 20% of the aggregate book value of the assets
          of
          the Borrower and its Consolidated Subsidiaries as calculated as of the
          end of
          the most recent fiscal quarter.
 
 **6.** **12**  **Liens** **.**
 
 The
          Borrower will not, nor will it permit any Significant Subsidiary to, create,
          incur, or suffer to exist any Lien in, of or on the Property of the Borrower
          or
          any of its Significant Subsidiaries, except:
 
 ( i )  Liens
          for
          taxes, assessments or governmental charges or levies on its Property if
          the same
          shall not at the time be delinquent or thereafter can be paid without penalty,
          or are being contested in good faith and by appropriate proceedings and
          for
          which adequate reserves in accordance with GAAP shall have been set aside
          on its
          books.
 
 ( ii )  Liens
          imposed by law, such as carriers’, warehousemen’s, mechanics’ and landlords’
liens and other similar liens arising in the ordinary course of business
          which
          secure payment of obligations not more than 60 days past due or which are
          being
          contested in good faith by appropriate proceedings and for which adequate
          reserves shall have been set aside on its books.
 
 ( iii )  Liens
          arising out of pledges or deposits in the ordinary course of business under
          worker’s compensation laws, unemployment insurance, old age pensions, or other
          social security or retirement benefits, or similar legislation, other than
          any
          Lien imposed under ERISA.
 
 ( iv )  Liens
          incidental to the normal conduct of the Borrower or any Significant Subsidiary
          or the ownership or leasing of its Property or the conduct of the ordinary
          course of its business, including (a) zoning restrictions, easements, building
          restrictions, rights of way, reservations, restrictions on the use of real
          property and such other encumbrances or charges against real property as
          are of
          a nature generally existing with respect to properties of a similar character
          and which are not substantial in amount and do not in any material way
          affect
          the marketability of the same, (b) rights of lessees and lessors under
          leases,
          (c) rights of collecting banks having rights of setoff, revocation, refund
          or
          chargeback with respect to money or instruments of the Borrower or any
          Significant Subsidiary on deposit with or in the possession of such banks,
          (d)
          Liens or deposits to secure the performance of statutory obligations, tenders,
          bids, contracts,
  42
 
  leases,
          progress payments, performance or return-of-money bonds, surety and appeal
          bonds, performance or other similar bonds, letters of credit, or other
          obligations of a similar nature incurred in the ordinary course of business,
          and
          (e) Liens required by any contract or statute in order to permit the Borrower
          or
          Significant Subsidiary to perform any contract or subcontract made by it
          with or
          pursuant to the requirements of a governmental entity, in each case which
          are
          not incurred in connection with the borrowing of money, the obtaining of
          advances of credit or the payment of the deferred purchase price of Property
          and
          which do not in the aggregate impair the use of Property in the operation
          of the
          business of the Borrower and its Significant Subsidiaries taken as a
          whole.
 
 ( v )  Liens
          arising under the General Mortgage Indenture and Deed of Trust Dated
          December 1, 1986 from the Borrower to UMB, N.A.
 
 ( vi )  Liens
          on
          Property of the Borrower existing on the date hereof and any renewal or
          extension thereof; provided that the
          Property covered thereby is not increased and any renewal or extension
          of the
          obligations secured or benefited thereby is permitted by this
          Agreement.
 
 ( vii )  Judgment
          Liens which secure payment of legal obligations that would not constitute
          a
          Default under Section 7.9 .
 
 ( viii )  Liens
          on
          Property acquired by the Borrower or a Significant Subsidiary after the
          date
          hereof, existing on such Property at the time of acquisition thereof (and
          not
          created in anticipation thereof); provided that in
          any such case no such Lien shall extend to or cover any other Property
          of the
          Borrower or such Significant Subsidiary, as the case may be.
 
 ( ix )  Liens
          on
          the Property, revenues and/or assets of any Person that exist at the time
          such
          Person becomes a Significant Subsidiary and the continuation of such Liens
          in
          connection with any refinancing or restructuring of the obligations secured
          by
          such Liens.
 
 ( x )  Liens
          on
          Property securing Indebtedness incurred or assumed at the time of, or within
          12
          months after, the acquisition of such Property for the purpose of financing
          all
          or any part of the cost of acquiring such Property; provided that (a)
          such Lien attaches to such Property concurrently with or within 12 months
          after
          the acquisition thereof, (b) such Lien attaches solely to the Property
          so
          acquired in such transaction and (c) the principal amount of the Indebtedness
          secured thereby does not exceed the cost or fair market value determined
          at the
          date of incurrence, whichever is lower, of the Property being acquired
          on the
          date of acquisition.
 
 ( xi )  Liens
          on
          any improvements to Property securing Indebtedness incurred to provide
          funds for
          all or part of the cost of such improvements in a principal amount not
          exceeding
          the cost of construction of such improvements and incurred within 12 months
          after completion of such improvements or construction, provided that such
          Liens
          do not
  43
 
 extend
          to
          or cover any property of the Borrower or any Significant Subsidiary other
          than
          such improvements.
 
 ( xii )  Liens
          to
          government entities granted to secure pollution control or industrial revenue
          bond financings, which Liens in each financing transaction cover only Property
          the acquisition or construction of which was financed by such financings
          and
          Property related thereto.
 
 ( xiii )  Liens
          on
          or over gas, oil, coal, fissionable material, or other fuel or fuel products
          as
          security for any obligations incurred by such Person (or any special purpose
          entity formed by such Person) for the sole purpose of financing the acquisition
          or storage of such fuel or fuel products or, with respect to nuclear fuel,
          the
          processing, reprocessing, sorting, storage and disposal thereof.
 
 ( xiv )  Liens
          on
          (including Liens arising out of the transfer or sale of, or financings
          secured
          by) accounts receivable and/or contracts which will give rise to accounts
          receivable of the Borrower; and other Liens on (including Liens arising
          out of
          the transfer or sale of, or financings secured by) accounts receivable
          and/or
          contracts which will give rise to accounts receivable of any Subsidiary
          in an
          aggregate amount not at any time exceeding $10,000,000.
 
 ( xv )  Liens
          on
          Property or assets of a Significant Subsidiary securing obligations owing
          to the
          Borrower or any Significant Subsidiary.
 
 ( xvi )  Liens
          on
          Property of the Borrower arising in connection with utility co-ownership,
          co-operating and similar agreements that are consistent with the utilities
          business and ancillary operations.
  ( xvii )  Liens
          on
          assets held by entities which are required to be included in the Borrower’s
          consolidated financial statements solely as a result of the application
          of
          Financial Accounting Standards Board Interpretation No. 46R, as it may
          be
          amended or supplemented.
  ( xviii )  Liens
          securing Swap Contracts permitted to be incurred under this
          Agreement.
  ( xix )  Liens
          securing any extension, renewal, replacement or refinancing of Indebtedness
          secured by any Lien referred to in the foregoing clauses (viii), (ix),
          (x),
          (xi), (xii), (xiii) and (xx); provided that (A) such new Lien shall be
          limited
          to all or part of the same Property that secured the original Lien (plus
          improvements on such Property) and (B) the amount secured by such Lien
          at such
          time is not increased to any amount greater than the amount outstanding
          at the
          time of such renewal, replacement or refinancing.
  ( xx )  Liens
          which would otherwise not be permitted by clauses
          (i) through (xix) securing
          additional Indebtedness of the Borrower or a Significant Subsidiary; provided that
          after giving effect thereto the aggregate unpaid
  44
 principal
            amount of Indebtedness (including Capitalized Lease Obligations) of the
            Borrower
            and its Significant Subsidiaries (including prepayment premiums and penalties)
            secured by Liens permitted by this clause
            (xv) shall
            not exceed the greater of (a) $35,000,000 and (b) 10% of Consolidated
            Tangible
            Net Worth.
  **6.** **13**  **Affiliates** **.**
 
 Except
          to
          the extent required by applicable law with respect to transactions among
          the
          Borrower and its Subsidiaries, the Borrower will not, and will not permit
          any
          Subsidiary to, enter into any transaction (including the purchase or sale
          of any
          Property or service) with, or make any payment or transfer to, any Affiliate
          except in the ordinary course of business and pursuant to the reasonable
          requirements of the Borrower’s or such Subsidiary’s business and upon fair and
          reasonable terms no less favorable to the Borrower or such Subsidiary than
          the
          Borrower or such Subsidiary would obtain in a comparable arms-length
          transaction.
 
 **6.** **14**  **ERISA** **.**
 
 The
          Borrower will not, nor will it permit any Significant Subsidiary to, (i)
          voluntarily terminate any Plan, so as to result in any material liability
          of the
          Borrower or any Significant Subsidiary to the PBGC or (ii) enter into any
          Prohibited Transaction (as defined in Section 4975 of the Code and in
          Section 406 of ERISA) involving any Plan which results in any liability of
          the Borrower or any Significant Subsidiary that could reasonably be expected,
          individually or in the aggregate, to cause a Material Adverse Effect or
          (iii)
          cause any occurrence of any Reportable Event which results in any liability
          of
          the Borrower or any Significant Subsidiary to the PBGC that could reasonably
          be
          expected, individually or in the aggregate, to cause a Material Adverse
          Effect
          or (iv) allow or suffer to exist any other event or condition known to
          the
          Borrower which results in any material liability of the Borrower or any
          Significant Subsidiary to the PBGC.
 
 **6.** **15**  **Total
          Indebtedness to Total Capitalization** **.**
 
 The
          Borrower shall at all times cause the ratio of (i) Total Indebtedness to
          (ii)
          Total Capitalization to be less than or equal to 0.65 to 1.0.
 
 **6.** **16**  **Restrictions
          on Subsidiary Dividends.**
 
 The
          Borrower will not, nor will it permit any Significant Subsidiary to, be
          a party
          to any agreement prohibiting or restricting the ability of such Significant
          Subsidiary to declare or pay dividends to the Borrower; provided that the
          foregoing provisions of this Section
          6.16 shall
          not prohibit the Borrower or any Significant Subsidiary from entering into
          any
          debt instrument containing a total debt to capitalization covenant.
 45


**ARTICLE** **VII**





**DEFAULTS**





The
      occurrence of any one or more of the following events shall constitute a
      Default:





**7** **.** **1**  Any
      representation or warranty made or deemed made by or on behalf of the Borrower
      to the Lenders or the Administrative Agent under or in connection with this
      Agreement, any Loan, or any certificate or information delivered in connection
      with this Agreement or any other Loan Document shall be materially false on
      the
      date as of which made.





**7** **.** **2**  Nonpayment
      of principal of any Loan when due, nonpayment of any Reimbursement Obligations
      within one Business Day after the same becomes due, or nonpayment of interest
      upon any Loan or of any fee or other obligation under any of the Loan Documents
      within three Business Days after the same becomes due.





**7** **.** **3**  The
      breach by the Borrower of any of the terms or provisions of Section 6.3 , 6.10 (with
      respect to the Borrower and its Significant Subsidiaries only), 6.11 , 6.12 , 6.13 , 6.15 or 6.16 .





**7** **.** **4**  The
      breach by the Borrower (other than a breach which constitutes a Default under
      another Section of this Article VII )
      of any
      of the terms or provisions of this Agreement which is not remedied within 30
      days after the earlier of (a) the Borrower becoming aware of such breach and
      (b)
      receipt by the Borrower of written notice from the Administrative Agent or
      any
      Lender; provided that if
      such breach is capable of cure but (i) cannot be cured by payment of money
      and
      (ii) cannot be cured by diligent efforts within such 30-day period, but such
      diligent efforts shall be properly commenced within such 30-day period and
      the
      Borrower is diligently pursuing, and shall continue to pursue diligently, remedy
      of such failure, the cure period shall be extended for an additional 90 days,
      but in no event beyond the Facility Termination Date.





**7** **.** **5**  Failure
      of the Borrower or any of its Significant Subsidiaries to pay when due any
      Indebtedness aggregating in excess of $25,000,000 (“Material Indebtedness”); or
      the default by the Borrower or any of its Significant Subsidiaries in the
      performance of any term, provision or condition contained in any agreement
      under
      which any such Material Indebtedness was created or is governed, or any other
      event shall occur or condition exist, the effect of which default or event
      is to
      cause, or to permit the holder or holders of such Material Indebtedness to
      cause, such Material Indebtedness to become due prior to its stated maturity;
      or
      any Material Indebtedness of the Borrower or any of its Significant Subsidiaries
      shall be declared to be due and payable or required to be prepaid or repurchased
      (other than by a regularly scheduled payment) prior to the stated maturity
      thereof; or the Borrower or any of its Significant Subsidiaries shall not pay,
      or admit in writing its inability to pay, its debts generally as they become
      due.





**7** **.** **6**  The
      Borrower or any of its Significant Subsidiaries shall (i) have an order for
      relief entered with respect to it under the Federal bankruptcy laws as now
      or
      hereafter in effect, (ii) make an assignment for the benefit of creditors,
      (iii)
      apply for, seek, consent to, or acquiesce in, the appointment of a receiver,
      custodian, trustee, examiner, liquidator or similar official for it




46







or
      any
      Substantial Portion of its Property, (iv) institute any proceeding seeking
      an
      order for relief under the Federal bankruptcy laws as now or hereafter in effect
      or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution,
      winding up, liquidation, reorganization, arrangement, adjustment or composition
      of it or its debts under any law relating to bankruptcy, insolvency or
      reorganization or relief of debtors or fail to file an answer or other pleading
      denying the material allegations of any such proceeding filed against it, (v)
      take any corporate, partnership or limited liability company action to authorize
      or effect any of the foregoing actions set forth in this Section 7.6 or (vi)
      fail to contest in good faith any appointment or proceeding described in Section 7.7 .





**7** **.** **7**  Without
      the application, approval or consent of the Borrower or any of its Subsidiaries,
      a receiver, trustee, examiner, liquidator or similar official shall be appointed
      for the Borrower or any of its Subsidiaries or any Substantial Portion of its
      Property, or a proceeding described in Section 7.6(iv) shall be
      instituted against the Borrower or any of its Subsidiaries and such appointment
      continues undischarged or such proceeding continues undismissed or unstayed
      for
      a period of 30 consecutive days.





**7** **.** **8**  Any
      court, government or governmental agency shall condemn, seize or otherwise
      appropriate, or take custody or control of, all or any portion of the Property
      of the Borrower and its Subsidiaries which, when taken together with all other
      Property of the Borrower and its Subsidiaries so condemned, seized,
      appropriated, or taken custody or control of, during the twelve-month period
      ending with the month in which any such action occurs, constitutes a Substantial
      Portion.





**7** **.** **9**  The
      Borrower or any of its Significant Subsidiaries shall fail within 30 days to
      pay, bond or otherwise discharge (i) any judgment or order for the payment
      of
      money in excess of $25,000,000 (either singly or in the aggregate with other
      such judgments) or (ii) any non-monetary final judgment that has, or could
      reasonably be expected to have, a Material Adverse Effect, in either case which
      is not stayed on appeal or otherwise being appropriately contested in good
      faith.





**7.** **10**  A
      Change
      of Control shall occur.





**7** **.** **11**  A
      Reportable Event shall have occurred with respect to a Plan which could
      reasonably be expected to have a Material Adverse Effect and, 30 days after
      notice thereof shall have been given to the Borrower by the Administrative
      Agent
      or any Lender, such Reportable Event shall still exist.





**7** **.** **12**  Any
      authorization or approval or other action by any governmental authority or
      regulatory body required for the execution, delivery or performance of this
      Agreement or any other Loan Document by the Borrower shall fail to have been
      obtained or be terminated, revoked or rescinded or shall otherwise no longer
      be
      in full force and effect, and such occurrence shall (i) adversely affect the
      enforceability of the Loan Documents against the Borrower and (ii) to the extent
      that such occurrence can be cured, shall continue for five days.


47







**7** **.** **13**  Great
      Plains shall fail to own, directly or indirectly, all of the outstanding stock
      of the Borrower which, in the absence of any contingency, has the right to
      vote
      in an election of directors of the Borrower.





**ARTICLE** **VIII**





**ACCELERATION,
      WAIVERS, AMENDMENTS AND REMEDIES**





**8.** **1**  **Acceleration;
      Letter of Credit Account** **.**





( a )  If
      any
      Default described in Section 7.6 or 7.7 occurs
      with respect to the Borrower, the obligations of the Lenders to make Loans
      hereunder and the obligation and power of the Issuers to issue Letters of Credit
      shall automatically terminate and the Obligations shall immediately become
      due
      and payable without any election or action on the part of the Administrative
      Agent, any Lender or any Issuer and the Borrower will be and become thereby
      unconditionally obligated, without any further notice, act or demand, to pay
      to
      the Administrative Agent an amount in immediately available funds, which funds
      shall be held in the LC Collateral Account, equal to the excess of (i) the
      amount of Letter of Credit Obligations at such time over (ii) the amount on
      deposit in the LC Collateral Account at such time which is free and clear of
      all
      rights and claims of third parties and has not been applied against the
      Obligations (such difference, the “Collateral Shortfall Amount”). If any other
      Default occurs, the Administrative Agent may with the consent, or shall at
      the
      request, of the Required Lenders, (x) terminate or suspend the obligations
      of
      the Lenders to make Loans hereunder and the obligation and power of the Issuers
      to issue Letters of Credit, or declare the Obligations to be due and payable,
      or
      both, whereupon the Obligations shall become immediately due and payable,
      without presentment, demand, protest or notice of any kind, all of which the
      Borrower hereby expressly waives, and (y) upon notice to the Borrower and in
      addition to the continuing right to demand payment of all amounts payable under
      this Agreement, make demand on the Borrower to pay, and the Borrower will,
      forthwith upon such demand and without any further notice or act, pay to the
      Administrative Agent in immediately available funds the Collateral Shortfall
      Amount, which funds shall be deposited in the LC Collateral
      Account.





If
      (a)
      within 30 days after acceleration of the maturity of the Obligations or
      termination of the obligations of the Lenders to make Loans hereunder as a
      result of any Default (other than any Default as described in Section 7.6 or 7.7 with
      respect to the Borrower) and (b) before any judgment or decree for the payment
      of the Obligations due shall have been obtained or entered, the Required Lenders
      (in their sole discretion) shall so direct, the Administrative Agent shall,
      by
      notice to the Borrower, rescind and annul such acceleration and/or
      termination.





**8.** **2**  **Amendments** **.**





Subject
      to the provisions of this Article VIII ,
      the
      Required Lenders (or the Administrative Agent with the consent in writing of
      the
      Required Lenders) and the Borrower may enter into agreements supplemental hereto
      for the purpose of adding or modifying any provisions to the Loan Documents
      or
      changing in any manner the rights of the Lenders or the Borrower hereunder
      or
      waiving any Default hereunder; provided that no
      such supplemental agreement shall:


48







( i )  Extend
      the final maturity of any Loan or the expiry date of any Letter of Credit to
      a
      date after the Facility Termination Date or forgive all or any portion of the
      principal amount thereof, or reduce the rate or extend the time of payment
      of
      interest or fees thereon, without the consent of each Lender directly affected
      thereby.





( ii )  Reduce
      the percentage specified in the definition of Required Lenders, without the
      consent of each Lender directly affected thereby.





( iii )  Increase
      the amount of the Commitment of any Lender without the consent of such Lender
      (except as provided for in Section
      2.6 ),
      or
      extend the Facility Termination Date (except as provided for in Section
      2.20 ),
      reduce
      the amount or extend the payment date for, the mandatory payments required
      under Section 2.2 ,
      or
      permit the Borrower to assign its rights under this Agreement without the
      consent of each Lender directly affected thereby.





( iv )  Amend
      this Section 8.2 without
      the consent of each Lender directly affected thereby.





( v )  Release
      any funds from the LC Collateral Account, except to the extent such release
      is
      expressly permitted hereunder without the consent of each Lender directly
      affected thereby.





No
      amendment of any provision of this Agreement relating to the Administrative
      Agent shall be effective without the written consent of the Administrative
      Agent, and no amendment of any provision of this Agreement relating to any
      Issuer shall be effective without the written consent of such Issuer. The
      Administrative Agent may waive payment of the fee required under Section 12.1(b) without
      obtaining the consent of any other party to this Agreement.





**8.** **3**  **Preservation
      of Rights** **.**





No
      delay
      or omission of the Lenders, the Issuers or the Administrative Agent to exercise
      any right under the Loan Documents shall impair such right or be construed
      to be
      a waiver of any Default or an acquiescence therein, and the making of a Credit
      Extension notwithstanding the existence of a Default or the inability of the
      Borrower to satisfy the conditions precedent to such Credit Extension shall
      not
      constitute any waiver or acquiescence. Any single or partial exercise of any
      such right shall not preclude other or further exercise thereof or the exercise
      of any other right, and no waiver, amendment or other variation of the terms,
      conditions or provisions of the Loan Documents whatsoever shall be valid unless
      in writing signed by the Lenders required pursuant to Section 8.2 ,
      and
      then only to the extent in such writing specifically set forth. All remedies
      contained in the Loan Documents or by law afforded shall be cumulative and
      all
      shall be available to the Administrative Agent, the Lenders and the Issuers
      until the Obligations have been paid in full.




49





**ARTICLE** **IX**
 
 **GENERAL
        PROVISIONS**
 
 **9.** **1**  **Survival
        of Representations** **.**
 
 All
        representations and warranties of the Borrower contained in this Agreement
        shall
        survive the making of the Credit Extensions herein contemplated.
 
 **9.** **2**  **Governmental
        Regulation** **.**
 
 Anything
        contained in this Agreement to the contrary notwithstanding, no Lender shall
        be
        obligated to extend credit to the Borrower in violation of any limitation
        or
        prohibition provided by any applicable statute or regulation.
 
 **9.** **3**  **Headings** **.**
 
 Section headings
        in the Loan Documents are for convenience of reference only, and shall not
        govern the interpretation of any of the provisions of the Loan
        Documents.
 
 **9.** **4**  **Entire
        Agreement** **.**
 
 The
        Loan
        Documents embody the entire agreement and understanding among the Borrower,
        the
        Administrative Agent, the Lenders and the Issuers and supersede all prior
        agreements and understandings among the Borrower, the Administrative Agent,
        the
        Lenders and the Issuers relating to the subject matter thereof.
 
 **9.** **5**  **Several
        Obligations; Benefits of this Agreement** **.**
 
 The
        respective obligations of the Lenders hereunder are several and not joint
        and no
        Lender shall be the partner or agent of any other (except to the extent to
        which
        the Administrative Agent is authorized to act as such). The failure of any
        Lender to perform any of its obligations hereunder shall not relieve any
        other
        Lender from any of its obligations hereunder. This Agreement shall not be
        construed so as to confer any right or benefit upon any Person other than
        the
        parties to this Agreement and their respective successors and assigns; provided that the
        parties hereto expressly agree that each Arranger shall enjoy the benefits
        of
        the provisions of Sections 9.6 , 9.10 and 10.7 to the
        extent specifically set forth therein and shall have the right to enforce
        such
        provisions on its own behalf and in its own name to the same extent as if
        it
        were a party to this Agreement.
 
 **9.** **6**  **Expenses;
        Indemnification** **.**
 
 ( i )  The
        Borrower shall reimburse the Agents and the Arrangers for any reasonable
        costs
        and expenses (including fees and charges of outside counsel for the Agents)
        paid
        or incurred by the Agents or the Arrangers in connection with the preparation,
        negotiation, execution, delivery, syndication, distribution (including via
        the
        internet), review, amendment,
  50
 
  modification,
        and administration of the Loan Documents. The Borrower also agrees to reimburse
        each Agent, each Arranger, each Lender and each Issuer for any reasonable
        costs,
        internal charges and expenses (including fees and charges of attorneys for
        such
        Agent, such Arranger, such Lender and such Issuer, which attorneys may be
        employees of such Agent, such Arranger, such Lender or such Issuer) paid
        or
        incurred by either Agent, either Arranger, any Lender or any Issuer in
        connection with the collection and enforcement, attempted enforcement, and
        preservation of rights and remedies under, any of the Loan Documents (including
        all such costs and expenses incurred during any “workout” or restructuring in
        respect of the Obligations and during any legal proceeding).
 
 ( ii )  The
        Borrower hereby further agrees to indemnify each Agent, each Arranger, each
        Lender, each Issuer, their respective affiliates and the directors, officers
        and
        employees of the foregoing against all losses, claims, damages, penalties,
        judgments, liabilities and expenses (including all expenses of litigation
        or
        preparation therefor whether or not either Agent, either Arranger, any Lender
        or
        any Issuer or any affiliate is a party thereto) which any of them may pay
        or
        incur arising out of or relating to this Agreement, the other Loan Documents,
        the transactions contemplated hereby or the direct or indirect application
        or
        proposed application of the proceeds of any Credit Extension hereunder except
        to
        the extent that they are determined in a final non-appealable judgment by
        a
        court of competent jurisdiction to have resulted from the gross negligence
        or
        willful misconduct of the party seeking indemnification. In the case of any
        investigation, litigation or proceeding to which the indemnity in this
        Section applies, such indemnity shall be effective whether or not such
        investigation, litigation or proceeding is brought by a third party, by the
        Borrower or by any affiliate of the Borrower. The obligations of the Borrower
        under this Section 9.6 shall
        survive the payment of the Obligations and termination of this
        Agreement.
 
 (iii)  To
        the
        extent that the Borrower for any reason fails to indefeasibly pay any amount
        required under subsection (i) or (ii) of this Section to be paid
        by it to the Administrative Agent (or any sub-agent thereof), any Issuer
        or any
        Related Party of any of the foregoing, each Lender severally agrees to pay
        to
        the Administrative Agent (or any such sub-agent), such Issuer or such Related
        Party, as the case may be, such Lender’s Pro Rata 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 any Issuer 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 any Issuer in connection
        with
        such capacity.
 
 **9.** **7**  **Numbers
        of Documents** **.**
 
 All
        statements, notices, closing documents, and requests hereunder shall be
        furnished to the Administrative Agent with sufficient counterparts so that
        the
        Administrative Agent may furnish one to each of the Lenders.
  51
  
  **9.** **8**  **Accounting** **.**
 
 Except
        as
        provided to the contrary herein, all accounting terms used herein shall be
        interpreted and all accounting determinations hereunder shall be made in
        accordance with GAAP.
 
 **9.** **9**  **Severability
        of Provisions** **.**
 
 Any
        provision in any Loan Document that is held to be inoperative, unenforceable,
        or
        invalid in any jurisdiction shall, as to that jurisdiction, be inoperative,
        unenforceable, or invalid without affecting the remaining provisions in that
        jurisdiction or the operation, enforceability, or validity of that provision
        in
        any other jurisdiction, and to this end the provisions of all Loan Documents
        are
        declared to be severable.
 
 **9.** **10**  **Nonliability
        of Lenders** **.**
 
 The
        relationship between the Borrower on the one hand and the Lenders, the Issuers
        and the Agents on the other hand shall be solely that of borrower and lender.
        None of either Agent, either Arranger, any Lender or any Issuer shall have
        any
        fiduciary responsibilities to the Borrower. None of either Agent, either
        Arranger, any Lender or any Issuer undertakes any responsibility to the Borrower
        to review or inform the Borrower of any matter in connection with any phase
        of
        the Borrower’s business or operations. The Borrower agrees that none of either
        Agent, either Arranger, any Lender or any Issuer shall have liability to
        the
        Borrower (whether sounding in tort, contract or otherwise) for losses suffered
        by the Borrower in connection with, arising out of, or in any way related
        to,
        the transactions contemplated and the relationship established by the Loan
        Documents, or any act, omission or event occurring in connection therewith,
        unless it is determined in a final non-appealable judgment by a court of
        competent jurisdiction that such losses resulted from the gross negligence
        or
        willful misconduct of the party from which recovery is sought. None of either
        Agent, either Arranger, any Lender, any Issuer or any Related Party of any
        of
        the foregoing Persons shall have any liability with respect to, and the Borrower
        hereby waives, releases and agrees not to sue for, any special, indirect,
        consequential or punitive damages suffered by the Borrower in connection
        with,
        arising out of, or in any way related to the Loan Documents or the transactions
        contemplated thereby. None of either Agent, either Arranger, any Lender,
        any
        Issuer or any Related Party of any of the foregoing Persons 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,
        except
        to the extent such recipient receives such information due to the gross
        negligence of the party from which recovery is sought.
 
 **9.** **11**  **Limited
        Disclosure** **.**
 
 ( a )  Neither
        the Administrative Agent nor any Lender may disclose to any Person any Specified
        Information (as defined below) except (i) to its, and its Affiliates’, officers,
        employees, agents, accountants, legal counsel, advisors and other
        representatives who have a need to know such Specified Information (it being
        understood that the Persons to whom such disclosure is
  52
 
  made
        will
        be informed of the confidential nature of such Specified Information and
        instructed to keep such Specified Information confidential) or (ii) with
        the
        Borrower’s prior consent. “Specified Information” means information that the
        Borrower furnishes to the Administrative Agent or any Lender that is designated
        in writing as confidential, but does not include any such information that
        is or
        becomes generally available to the public or that is or becomes available
        to the
        Administrative Agent or such Lender from a source other than the
        Borrower.
 
 ( b )  The
        provisions of clause (a) above
        shall not apply to Specified Information (i) that is a matter of general
        public
        knowledge or has heretofore been or is hereafter published in any source
        generally available to the public, (ii) that is required to be disclosed
        by law,
        regulation or judicial order, (iii) that is requested by any regulatory body
        with jurisdiction over the Administrative Agent or any Lender, or (iv) that
        is
        disclosed (A) to legal counsel, accountants and other professional advisors
        to
        such Lender, (B) in connection with the exercise of any right or remedy
        hereunder or under any Note or any suit or other litigation or proceeding
        relating to this Agreement or any Note, (C) to a rating agency if required
        by
        such agency in connection with a rating relating to Credit Extensions hereunder
        or (D) to assignees or participants or potential assignees or participants
        who
        agree to be bound by the provisions of this Section 9.11.
 
 **9.** **12**  **USA
        PATRIOT ACT NOTIFICATION** **.**
 
 The
        following notification is provided to the Borrower pursuant to Section 326
        of the USA Patriot Act of 2001, 31 U.S.C. Section 5318: IMPORTANT
        INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government
        fight the funding of terrorism and money laundering activities, Federal law
        requires all financial institutions to obtain, verify and record information
        that identifies each person or entity that opens an account, including any
        deposit account, treasury management account, loan, other extension of credit
        or
        other financial services product. What this means for the Borrower: When
        the
        Borrower opens an account, the Lenders will ask for the Borrower’s name, tax
        identification number, business address and other information that will allow
        the Administrative Agent and the Lenders to identify the Borrower. The
        Administrative Agent and the Lenders may also ask to see the Borrower’s legal
        organizational documents or other identifying documents.
 
 **9.** **13**  **Nonreliance** **.**
 
 Each
        Lender hereby represents that it is not relying on or looking to any margin
        stock (as defined in Regulation U of the FRB) for the repayment of the
        Loans provided for herein.
 
 
 **9.** **14**  **No
        Advisory or Fiduciary Responsibility** **.**
 
 In
        connection with all aspects of each transaction contemplated hereby, the
        Borrower acknowledges and agrees, and acknowledges its Affiliates’
understanding, that: (i) the credit facility provided for hereunder and any
        related arranging or other services in connection therewith (including in
        connection with any amendment, waiver or other modification hereof or of
        any
        other Loan Document) are an arm’s-length commercial transaction between the
        Borrower and its Affiliates, on the one hand, and the Agents and the Arrangers,
        on the other hand, and the
  53
 
  Borrower
        is capable of evaluating and understanding and understands and accepts the
        terms, risks and conditions of the transactions contemplated hereby and by
        the
        other Loan Documents (including any amendment, waiver or other modification
        hereof or thereof); (ii) in connection with the process leading to such
        transaction, each Agent and Arranger is and has been acting solely as a
        principal and is not the financial advisor, agent or fiduciary, for the Borrower
        or any of its Affiliates, stockholders, creditors or employees or any other
        Person; (iii) no Agent or Arranger has assumed or will assume an advisory,
        agency or fiduciary responsibility in favor of the Borrower with respect
        to any
        of the transactions contemplated hereby or the process leading thereto,
        including with respect to any amendment, waiver or other modification hereof
        or
        of any other Loan Document (irrespective of whether any Agent or Arranger
        has
        advised or is currently advising the Borrower or any of its Affiliates on
        other
        matters) and no Agent or Arranger has any obligation to the Borrower or any
        of
        its Affiliates with respect to the transactions contemplated hereby except
        those
        obligations expressly set forth herein and in the other Loan Documents; (iv)
        the
        Agents and the Arrangers and their respective Affiliates may be engaged in
        a
        broad range of transactions that involve interests that differ from those
        of the
        Borrower and its Affiliates, and no Agent or Arranger has any obligation
        to
        disclose any of such interests by virtue of any advisory, agency or fiduciary
        relationship; and (v) the Agents and the Arrangers have not provided and
        will
        not provide any legal, accounting, regulatory or tax advice with respect
        to any
        of the transactions contemplated hereby (including any amendment, waiver
        or
        other modification hereof or of any other Loan Document) and the Borrower
        has
        consulted its own legal, accounting, regulatory and tax advisors to the extent
        it has deemed appropriate. The Borrower hereby waives and releases, to the
        fullest extent permitted by law, any claims that it may have against any
        Agent
        and any Arranger with respect to any breach or alleged breach of agency or
        fiduciary duty.
 
 **ARTICLE** **X**
 
 **THE
        ADMINISTRATIVE AGENT**
 
 **10.** **1**  **Appointment
        and Authority** **.**
 
 Each
        of
        the Lenders and the Issuers hereby irrevocably appoints Bank of America 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 Article are solely
        for the benefit of the Administrative Agent, the Lenders and the Issuers,
        and
        the Borrower shall have no 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
  54
 
  capacity
        for and generally engage in any kind of business with the Borrowers 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
        Default or Unmatured 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 8.1 and 8.2 )
        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 Default
        or
        Unmatured Default unless and until notice describing such Default or Unmatured
        Default is given to the Administrative Agent by the Borrower, a Lender or
        an
        Issuer.
 
 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 Default or Unmatured 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 Article IV or
        elsewhere herein, other than to confirm receipt of items expressly required
        to
        be delivered to the Administrative Agent.
  55
 
  **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 an Issuer, the Administrative Agent may presume that such
        condition is satisfactory to such Lender or such Issuer unless the
        Administrative Agent shall have received notice to the contrary from such
        Lender
        or such Issuer 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 Article 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 Issuers and the Borrower. Upon receipt of any such notice of
        resignation, the Required Lenders shall have the right, in consultation with
        the
        Borrower, to appoint a successor, which shall be a bank with an office in
        the
        United States, or an Affiliate of any such bank with an office in the United
        States. If no such successor shall have been so appointed by the Required
        Lenders and shall have accepted such appointment within 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 Issuers, 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 (1) the
        retiring Administrative Agent shall be discharged from its duties and
        obligations hereunder and under the other Loan Documents and (2) all
        payments, communications and determinations provided to be made by, to or
        through the Administrative Agent shall instead be made by or to each Lender
        and
        each Issuer directly, until such time as the Required Lenders appoint a
        successor Administrative Agent as provided for
  56
 
  above
        in
        this Section. 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 Article and Section 9.6 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.
 
 Any
        resignation by Bank of America as Administrative Agent pursuant to this
        Section shall also constitute its resignation as an Issuer. Upon the
        acceptance of a successor’s appointment as Administrative Agent hereunder, (a)
        such successor shall succeed to and become vested with all of the rights,
        powers, privileges and duties of the retiring Issuer, (b) the retiring Issuer
        shall be discharged from all of its duties and obligations hereunder or under
        the other Loan Documents, and (c) the successor Issuer shall issue letters
        of
        credit in substitution for the Letters of Credit, if any, outstanding at
        the
        time of such succession or make other arrangements satisfactory to the retiring
        Issuer to effectively assume the obligations of the retiring Issuer with
        respect
        to such Letters of Credit.
 
 **10.** **7**  **Non-Reliance
        on Administrative Agent and Other Lenders** **.**
 
 Each
        Lender and each Issuer 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 each Issuer 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 Bookrunners or Arrangers
        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
        an
        Issuer hereunder.
 
 **10.** **9**  **Administrative
        Agent May File Proofs of Claim** **.**
 
 In
        case
        of the pendency of any receivership, insolvency, liquidation, bankruptcy,
        reorganization, arrangement, adjustment, composition or other judicial
        proceeding relative to the Borrower, the Administrative Agent (irrespective
        of
        whether the principal of any Loan or L/C
  57
 
  Obligation
        shall then be due and payable as herein expressed or by declaration or otherwise
        and irrespective of whether the Administrative Agent shall have made any
        demand
        on any Borrower) shall be entitled and empowered, by intervention in such
        proceeding or otherwise
 
 ( a )  to
        file
        and prove a claim for the whole amount of the principal and interest owing
        and
        unpaid in respect of the Loans, Letter of Credit Obligations and all other
        Obligations that are owing and unpaid and to file such other documents as
        may be
        necessary or advisable in order to have the claims of the Lenders, the Issuers
        and the Administrative Agent (including any claim for the reasonable
        compensation, expenses, disbursements and advances of the Lenders, the Issuers
        and the Administrative Agent and their respective agents and counsel and
        all
        other amounts due the Lenders, the Issuers and the Administrative Agent under Sections 2.5 , 2.19(d) ,
        and 9.6 )
        allowed
        in such judicial proceeding; and
 
 ( b )  to
        collect and receive any monies or other property payable or deliverable on
        any
        such claims and to distribute the same;
 
 and
        any
        custodian, receiver, assignee, trustee, liquidator, sequestrator or other
        similar official in any such judicial proceeding is hereby authorized by
        each
        Lender and each Issuer to make such payments to the Administrative Agent
        and, in
        the event that the Administrative Agent shall consent to the making of such
        payments directly to the Lenders and the Issuers, to pay to the Administrative
        Agent any amount due for the reasonable compensation, expenses, disbursements
        and advances of the Administrative Agent and its agents and counsel, and
        any
        other amounts due the Administrative Agent under Sections 2.5 and 9.6 .
 
 Nothing
        contained herein shall be deemed to authorize the Administrative Agent to
        authorize or consent to or accept or adopt on behalf of any Lender or any
        Issuer
        any plan of reorganization, arrangement, adjustment or composition affecting
        the
        Obligations or the rights of any Lender or to authorize the Administrative
        Agent
        to vote in respect of the claim of any Lender in any such
        proceeding.
  **ARTICLE** **XI**
 
 **SETOFF;
          RATABLE PAYMENTS**
 
 **11.** **1**  **Setoff** **.**
 
 In
          addition to, and without limitation of, any rights of the Lenders under
          applicable law, if the Borrower becomes insolvent, however evidenced, or
          any
          Default occurs, any and all deposits (including all account balances, whether
          provisional or final and whether or not collected or available) and any
          other
          Indebtedness at any time held or owing by any Lender or any Affiliate of
          any
          Lender to or for the credit or account of the Borrower may be offset and
          applied
          toward the payment of the Obligations owing to such Lender, whether or
          not the
          Obligations, or any part hereof, shall then be due.
 58
  
  **11.** **2**  **Ratable
          Payments** **.**
 
 If
          any
          Lender, whether by setoff or otherwise, has payment made to it upon its
          Outstanding Credit Exposure (other than payments received pursuant to Section 3.1 , 3.2 , 3.4 or 3.5 and
          payments made to any Issuer in respect of Reimbursement Obligations so
          long as
          the Lenders have not funded their participations therein) in a greater
          proportion than that received by any other Lender, such Lender agrees,
          promptly
          upon demand, to purchase a portion of the Aggregate Outstanding Credit
          Exposure
          held by the other Lenders so that after such purchase each Lender will
          hold its
          Pro Rata Share of the Aggregate Outstanding Credit Exposure. If any Lender,
          whether in connection with setoff or amounts which might be subject to
          setoff or
          otherwise, receives collateral or other protection for its Obligations
          or such
          amounts which may be subject to setoff, such Lender agrees, promptly upon
          demand, to take such action necessary such that all Lenders share in the
          benefits of such collateral ratably in accordance with their respective
          Pro Rata
          Shares. In case any such payment is disturbed by legal process, or otherwise,
          appropriate further adjustments shall be made.
 
 **ARTICLE** **XII**
 
 **BENEFIT
          OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS**
 
 **12.** **1**  **Successors
          and Assigns.**
 
 (a)  The
          provisions of this Agreement shall be binding upon and inure to the benefit
          of
          the parties hereto and their respective successors and assigns permitted
          hereby,
          except that the Borrower may not assign or otherwise transfer any of its
          rights
          or obligations hereunder without the prior written consent of the Administrative
          Agent and each Lender and no Lender may assign or otherwise transfer any
          of its
          rights or obligations hereunder except (i) to an Eligible Assignee in accordance
          with the provisions of subsection (b) of this Section, (ii) by way of
          participation in accordance with the provisions of subsection (d) of this
          Section, or (iii) by way of pledge or assignment of a security interest
          subject
          to the restrictions of subsection (d) of this Section (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 subsection (d)
          of this
          Section and, to the extent expressly contemplated hereby, the Related Parties
          of
          each of the Administrative Agent, the Issuers and the Lenders) any legal
          or
          equitable right, remedy or claim under or by reason of this
          Agreement.
 
 (b)  Any
          Lender may at any time assign to one or more Eligible Assignees all or
          a portion
          of its rights and obligations under this Agreement (including all or a
          portion
          of its Commitment and the Loans (including for purposes of this subsection
          (b)
          participations in Letter of Credit Obligations) at the time owing to it); provided that
 
 ( i )  except
          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 or an Affiliate of a Lender or an Approved Fund
          with
          respect to a Lender, the aggregate amount of the Commitment (which for
          this
          purpose includes Loans
  59
 
  outstanding
          thereunder) or, if the 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 Agreement with respect
          to
          such assignment is delivered to the Administrative Agent or, if “Trade Date” is
          specified in the Assignment 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 Default has occurred
          and is
          continuing, the Borrower otherwise consents (each such consent not to be
          unreasonably withheld or delayed); provided , however ,
          that
          concurrent assignments to members of an Assignee Group and concurrent
          assignments from members of an Assignee Group to a single Eligible Assignee
          (or
          to an Eligible Assignee and members of its Assignee Group) will be treated
          as a
          single assignment for purposes of determining whether such minimum amount
          has
          been met;
 
 ( ii )  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 Loans or the Commitment assigned;
 
 ( iii )  any
          assignment of a Commitment must be approved by the Administrative Agent
          and the
          Issuers unless the Person that is the proposed assignee is itself a Lender
          (whether or not the proposed assignee would otherwise qualify as an Eligible
          Assignee);
 
 (iv)  such
          Lender shall at the same time enter into an Assignment Agreement (as defined
          in
          the Great Plains Credit Agreement) with the same Eligible Assignee(s) in
          an
          amount representing an equal proportion of such Lender’s Commitment (as defined
          in the Great Plains Credit Agreement) under the Great Plains Credit Agreement;
          and
 
 (v)  the
          parties to each assignment shall execute and deliver to the Administrative
          Agent
          an Assignment Agreement, together with a processing and recordation fee
          in the
          amount, if any, required as set forth in Schedule
          III ,
          and the
          Eligible Assignee, if it shall not be a Lender, shall deliver to the
          Administrative Agent an Administrative Questionnaire.
 
 Subject
          to acceptance and recording thereof by the Administrative Agent pursuant
          to
          subsection (c) of this Section, from and after the effective date specified
          in each Assignment Agreement, the Eligible Assignee thereunder shall be
          a party
          to this Agreement and, to the extent of the interest assigned by such Assignment
          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 Agreement, be released from its obligations under this
          Agreement
          (and, in the case of an Assignment 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 3.1, 3.4, 3.5, and 9.6 with respect to facts and circumstances
          occurring prior to the effective date of such assignment. Upon request,
          the
          Borrower (at its expense) shall execute and deliver a Note to the assignee
          Lender. Any assignment or transfer by a Lender of rights or obligations
          under
          this Agreement that does not comply with this subsection shall be treated
          for
          purposes of this Agreement as a sale by such
  60
 
  Lender
          of
          a participation in such rights and obligations in accordance with
          subsection (d) of this Section.
 
 ( c )  The
          Administrative Agent, acting solely for this purpose as an agent of the
          Borrower, shall maintain at the Administrative Agent’s Office a copy of each
          Assignment Agreement delivered to it and a register for the recordation
          of the
          names and addresses of the Lenders, and the Commitments of, and principal
          amounts of the Loans and Letter of Credit Obligations owing to, each Lender
          pursuant to the terms hereof from time to time (the “Register”). The entries in
          the Register shall be conclusive, and the Borrower, the Administrative
          Agent and
          the Lenders may treat each Person whose name is recorded in the Register
          pursuant to the terms hereof as a Lender hereunder for all purposes of
          this
          Agreement, notwithstanding notice to the contrary. The Register shall be
          available for inspection by each of the Borrower and the Issuers at any
          reasonable time and from time to time upon reasonable prior notice. In
          addition,
          at any time that a request for a consent for a material or substantive
          change to
          the Loan Documents is pending, any Lender may request and receive from
          the
          Administrative Agent a copy of the Register.
 
 ( d )  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 (including such Lender’s participations in
          Letter of Credit Obligations) 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, the Lenders and the Issuers 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, waiver or other modification
          described in the proviso to Section 8.2 that
          affects such Participant. Subject to subsection (e) of this Section, the
          Borrower agrees that each Participant shall be entitled to the benefits
          of
          Sections 3.1, 3.4 and 3.5 ** to
          the
          same extent as if it were a Lender and had acquired its interest by assignment
          pursuant to subsection (b) of this Section. To the extent permitted by law,
          each Participant also shall be entitled to the benefits of
          Section 11.1 ** as
          though
          it were a Lender, provided such
          Participant agrees to be subject to Section 11.2 as though it were a
          Lender.
 
 ( e )  A
          Participant shall not be entitled to receive any greater payment under
          Section 3.1 or 3.5 ** 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 3.5 unless the Borrower is notified
  61
 
  of
          the
          participation sold to such Participant and such Participant agrees, for
          the
          benefit of the Borrower, to comply with Section 3.5(iv) as though it were a
          Lender.
 
 ( f )  Any
          Lender may at any time pledge or assign a security interest in all or any
          portion of its rights under this Agreement (including under its Note, if
          any) 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.
 
 ( g )  The
          words
“execution,” “signed,” “signature,” and words of like import in any Assignment
          Agreement shall be deemed to include electronic signatures or the keeping
          of
          records in electronic form, each of which shall be of the same legal effect,
          validity or enforceability as a manually executed signature or the use
          of a
          paper-based recordkeeping system, as the case may be, to the extent and
          as
          provided for in any applicable law, including the Federal Electronic Signatures
          in Global and National Commerce Act, the New York State Electronic Signatures
          and Records Act, or any other similar state laws based on the Uniform Electronic
          Transactions Act.
 
 (h)  Notwithstanding anything to the contrary contained herein, if at any time
          Bank
          of America assigns all of its Commitment and Loans pursuant to
          subsection (b) above, Bank of America may, upon 30 days’ notice to the
          Borrower and the Lenders, resign as an Issuer. In the event of any such
          resignation as an Issuer, the Borrower shall be entitled to appoint from
          among
          the Lenders another Issuer hereunder; provided , however ,
          that no
          failure by the Borrower to appoint any such Issuer shall affect the resignation
          of Bank of America as an Issuer. If Bank of America resigns as an Issuer,
          it
          shall retain all the rights, powers, privileges and duties of an Issuer
          hereunder with respect to all Letters of Credit outstanding as of the effective
          date of its resignation as Issuer and all Letter of Credit Obligations
          with
          respect thereto (including the right to require the Lenders to fund risk
          participations pursuant to Section 2.19(e)).
 
 **12.** **2**  **Replacement
          of Lenders** **.**
 
 If
          (i)
          any Lender requests compensation under Section 3.1, (ii) the Borrower is
          required to pay any additional amount to any Lender or any governmental
          authority for the account of any Lender pursuant to Section 3.4 or (iii)
          any Lender is a Non-Extending Lender pursuant to Section 2.20(b), then
          the
          Borrower may, at its sole expense and effort, 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 12.1(b)), all of its interests, rights and
          obligations under this Agreement and the related Loan Documents to an Eligible
          Assignee that shall assume such obligations (which Eligible Assignee may
          be
          another Lender, if a Lender accepts such assignment), provided that:
 
 ( a )  the
          Borrower shall have paid to the Administrative Agent the assignment fee
          specified in Section 12.1(b);
  62
 
  ( b )  such
          Lender shall have received payment of an amount equal to the outstanding
          principal of its Loans and participations, accrued interest thereon, accrued
          fees and all other amounts payable to it hereunder and under the other
          Loan
          Documents from such Eligible Assignee (to the extent of such outstanding
          principal and accrued interest and fees) or the Borrower (in the case of
          all
          other amounts);
 
 ( c )  in
          the
          case of any such assignment resulting from a claim for compensation under Section 3.1 or
          payments required to be made pursuant to Section 3.4 ,
          such
          assignment will result in a reduction in such compensation or payments
          thereafter; and
 
 ( d )  such
          assignment does not conflict with applicable Laws.
 
 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.
  
 **ARTICLE** **XIII**
 
 **NOTICES**
 
 **13.** **1**  **Notices** **.**
 
 Except
          as
          otherwise permitted by Section 2.14 with
          respect to borrowing notices, all notices, requests and other communications
          to
          any party hereunder shall be in writing (including electronic transmission,
          facsimile transmission or similar writing) and shall be given to such party:
          (i)
          in the case of the Borrower or the Administrative Agent, at its address
          or
          facsimile number set forth on Schedule
          IV ,
          (ii) in
          the case of any Lender, at its address or facsimile number specified in
          its
          Administrative Questionnaire or (iii) in the case of any party, at such
          other
          address or facsimile number as such party may hereafter specify for the
          purpose
          by notice to the Administrative Agent and the Borrower in accordance with
          the
          provisions of this Section 13.1 .
          Each
          such notice, request or other communication shall be effective (a) if given
          by
          facsimile transmission, when transmitted to the facsimile number specified
          in
          this Section and confirmation of receipt is received, (b) if given by mail,
          72 hours after such communication is deposited in the mails with first
          class
          postage prepaid, addressed as aforesaid, or (c) if given by any other means,
          when delivered (or, in the case of electronic transmission, received) at
          the
          address specified in this Section; provided that
          notices to the Administrative Agent under Article II shall
          not be effective until received.
 
 **13.** **2**  **Change
          of Address** **.**
 
 The
          Borrower, the Administrative Agent and any Lender may each change the address
          for service of notice upon it by a notice in writing to the other parties
          hereto.
  63
  
 **ARTICLE** **XIV**
 
 **COUNTERPARTS**
 
 This
          Agreement may be executed in any number of counterparts, all of which taken
          together shall constitute one agreement, and any of the parties hereto
          may
          execute this Agreement by signing any such counterpart. This Agreement
          shall be
          effective when it has been executed by the Borrower, the Administrative
          Agent
          and the Lenders and each party has notified the Administrative Agent by
          facsimile transmission or telephone that it has taken such action.
 
 **ARTICLE** **XV**
 
 **OTHER
          AGENTS**
 
 No
          Lender
          identified on the cover page, the signature pages or otherwise in this
          Agreement, or in any document related hereto, as being the “Syndication Agent”
or a “Co-Documentation Agent” shall have any right, power, obligation,
          liability, responsibility or duty under this Agreement in such capacity
          other
          than those applicable to all Lenders. Each Lender acknowledges that it
          has not
          relied, and will not rely, on the Syndication Agent or any Co-Documentation
          Agent in deciding to enter into this Agreement or in taking or refraining
          from
          taking any action hereunder or pursuant hereto.
 
 **ARTICLE** **XVI**
 
 **CHOICE
          OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL**
 
 **16.** **1**  **CHOICE
          OF LAW** **.**
 
 THIS
          AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND
          NOT THE
          LAW OF CONFLICTS) OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL
          LAWS
          APPLICABLE TO NATIONAL BANKS.
 
 **16.** **2**  **CONSENT
          TO JURISDICTION** **.**
 
 THE
          BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF
          ANY
          UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK CITY,
          NEW YORK
          IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
          AND THE
          BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION
          OR
          PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY
          WAIVES
          ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH
          SUIT,
          ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN
          INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE
          AGENT, ANY LENDER OR ANY ISSUER TO BRING PROCEEDINGS
  64
 
  AGAINST
          THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING
          BY
          THE BORROWER AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE
          OF
          THE ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY,
          ANY
          MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT
          SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK CITY, NEW YORK.
 
 **16.** **3**  **WAIVER
          OF JURY TRIAL** **.**
 
 THE
          BORROWER, THE ADMINISTRATIVE AGENT, EACH LENDER AND EACH ISSUER HEREBY
          WAIVE
          TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY,
          ANY
          MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING
          OUT
          OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP
          ESTABLISHED THEREUNDER.
 
 **ARTICLE** **XVII**
 
 **TERMINATION
          OF EXISTING CREDIT FACILIT** **Y**
 
 Lenders
          which are parties to the Existing Credit Facility (and which constitute
          “Required Lenders” under and as defined in the Existing Credit Facility) hereby
          waive any advance notice requirement for terminating the commitments under
          the
          Existing Credit Facility, and the Borrower and the applicable Lenders agree
          that
          the Existing Credit Facility and the commitments thereunder shall be terminated
          on the date hereof (except for any provisions thereof which by their terms
          survive termination thereof).
  65


IN
      WITNESS WHEREOF, the Borrower, the Lenders, the Issuers and the Agents have
      executed this Agreement as of the date first above written.




KANSAS
                  CITY POWER & LIGHT COMPANYBy:
              /s/Michael
                  W. ClineName:
              Michael
                  W. ClineTitle:
              Treasurer
                  and Chief Risk Officer
  
 
 BANK
                  OF AMERICA, N.A.,
                as
                  Administrative AgentBy:
              /s/Kevin
                  WagleyName:
              Kevin
                  WagleyTitle:
              Senior
                  Vice President
 
 
 BANK
                  OF AMERICA, N.A.,
                as
                  an Issuer and as a LenderBy:
              /s/Kevin
                  WagleyName:
              Kevin
                  WagleyTitle:
              Senior
                  Vice President
 
  JPMORGAN
                  CHASE BANK, N.A., as Syndication Agent, as an Issuer and as a
                  LenderBy:
              /s/Nancy
                  R. BarwigName:
              Nancy
                  R. BarwigTitle:
              Vice
                  President
  
 
 BNP
                  PARIBAS,
                as
                  a LenderBy:
              /s/Francis
                  J. DeLaneyName:
              Francis
                  J. DeLaneyTitle:
              Managing
                  DirectorBy:
              /s/Andrew
                  PlattName:
              Andrew
                  PlattTitle:
              Director
 
  THE
                  BANK OF TOKYO-MITSUBISHI UFJ, LIMITED, CHICAGO BRANCH,
                as
                  a LenderBy:
              /s/Tsuguyuki
                  UmeneName:
              Tsuguyuki
                  UmeneTitle:
              Deputy
                  General Manager
  
  WACHOVIA
                  BANK N.A.,
                as
                  a LenderBy:
              /s/Allison
                  NewmanName:
              Allison
                  NewmanTitle:
              Vice
                  President
  
 BANK
                  OF NEW YORK,
                as
                  a LenderBy:
              /s/John-Paul
                  MarottaName:
              John
                  Paul MarottaTitle:
              Managing
                  Director
  
 
 KEYBANK
                  NATIONAL ASSOCIATION,
                as
                  a LenderBy:
              /s/Keven
                  D. SmithName:
              Keven
                  D. SmithTitle:
              Senior
                  Vice President
  
 THE
                  BANK OF NOVA SCOTIA,
                as
                  a LenderBy:
              /s/Thane
                  RattewName:
              Thane
                  RattewTitle:
              Managing
                  Director
  
 
 UMB
                  BANK, N.A.,
                as
                  a LenderBy:
              /s/Robert
                  P. ElbertName:
              Robert
                  P. ElbertTitle:
              Senior
                  Vice President


COMMERCE
                  BANK, N.A.,
                as
                  a LenderBy:
              /s/R.
                  David Emley, Jr.Name:
              David
                  Emley, Jr.Title:
              Vice
                  President