Exhibit 10.1.a

Execution Copy

CREDIT AGREEMENT

Dated as of June 11, 2003

Among

Strategic Energy, L.L.C.,

THE INSTITUTIONS FROM TIME TO TIMEPARTIES HERETO AS
LENDERS

LaSalle Bank National Associationas Administrative Agent

And

PNC BANK, National Associationas Syndication
Agent_____________________________LaSalle Bank National
Association

And

PNC Capital Markets,Co-Lead Arrangers





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|Table of
    Contents
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|Section              
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|ARTICLE I.           
|1.1.                 
|1.2.                 
|ARTICLE II.          
|2.1.                 
|2.2.                 
|2.3.                 
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|2.4.                 
|2.5.                 
|2.6.                 
|2.7.                 
|2.8.                 
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|2.9.                 
|2.10.                
|2.11.                
|2.12.                
|2.13.                
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|2.14.                
|2.15.                
|2.16.                
|2.17.                
|2.18.                
|2.19.                
|ARTICLE III.         
|3.1.                 
|3.2.                 
|3.3.                 
|3.4.                 
|3.5.                 
|3.6.                 
|3.7.                 
|3.8.                 
|3.9.                 
|3.10.                
|3.11.                
|ARTICLE IV.          
|4.1.                 
|4.2.                 
|4.3.                 
|4.4.                 
|4.5.                 
|ARTICLE V.           
|5.1.                 
|5.2.                 
|ARTICLE VI.          
|6.1.                 
|6.2.                 
|6.3.                 
|6.4.                 
|6.5.                 
|6.6.                 
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|6.7.                 
|6.8.                 
|6.9.                 
|6.10.                
|6.11.                
|6.12.                
|6.13.                
|6.14.                
|6.15.                
|6.16.                
|6.17.                
|6.18.                
|6.19.                
|6.20.                
|ARTICLE VII.         
|7.1.                 
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|7.2.                 
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|7.3.                 
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|7.4.                 
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|ARTICLE VIII.        
|8.1.                 
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|ARTICLE IX.          
|9.1.                 
|9.2.                 
|9.3.                 
|9.4.                 
|ARTICLE X.           
|10.1.                
|10.2.                
|10.3.                
|10.4.                
|10.5.                
|10.6.                
|10.7.                
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|10.8.                
|10.9.                
|10.10.               
|10.11.               
|10.12.               
|10.13.               
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|10.14.               
|10.15.               
|10.16.               
|10.17.               
|ARTICLE XI.          
|11.1.                
|11.2.                
|11.3.                
|11.4.                
|11.5.                
|11.6.                
|11.7.                
|11.8.                
|11.9.                
|11.10.               
|11.11.               
|11.12.               
|ARTICLE XII.         
|12.1.                
|12.2.                
|12.3.                
|12.4.                
|ARTICLE XIII.        
|13.1.                
|13.2.                
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|13.3.                
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|13.4.                
|13.5.                
|ARTICLE XIV.         
|14.1.                
|14.2.                
|ARTICLE XV.          



EXHIBITS AND SCHEDULES

Exhibits

|EXHIBIT A      | -- | Commitments (Definitions)                                               
|-------------- | -- | ------------------------------------------------------------------------
|EXHIBIT B-1    | -- | Form of Revolving Note (Definitions)                                    
|EXHIBIT B-2    | -- | Form of Security Agreement                                              
|EXHIBIT B-3    | -- | Trademark Security Agreement                                            
|EXHIBIT B-4    | -- | GPE Limited Guaranty Agreement                                          
|EXHIBIT C      | -- | Form of Borrowing Notice (Section 2.8)                                  
|EXHIBIT C-1    | -- | Form of Borrowing Base Certificate (Sections 5.1 and
  7.1(A)(iv))      
|EXHIBIT D      | -- | Form of Request for Letter of Credit (Section 3.4)                      
|EXHIBIT E      | -- | Form of Assignment and Acceptance Agreement (Sections 2.20 and
    13.3)
|EXHIBIT F-1    | -- | Form of Borrower's Counsel's Opinion (Section 5.1)                      
|EXHIBIT F-2    | -- | Form of Guarantor's Counsel's Opinion (Section 5.1)                     
|EXHIBIT G      | -- | List of Closing Documents (Section 5.1)                                 
|EXHIBIT H      | -- | Form of Officer's Certificate (Sections 5.2 and 7.1(A)(iii))            
|EXHIBIT I      | -- | Form of Compliance Certificate (Sections 5.2 and 7.1(A)(iii))           
|EXHIBIT J      | -- | Form of Subordination Agreement                                         
|EXHIBIT K      | -- | Master Letter of Credit Agreement                                       
|               |    |                                                                         
|Schedules      |    |                                                                         
|Schedule 1.1.1 | -- | Permitted Existing Indebtedness (Definitions)                           
|Schedule 1.1.2 | -- | Permitted Existing Investments (Definitions)                            
|Schedule 1.1.3 | -- | Permitted Existing Liens (Definitions)                                  
|Schedule 1.1.4 | -- | Segregated Accounts (Definitions)                                       
|Schedule 6.3   | -- | Conflicts; Governmental Consents (Section 6.3)                          
|Schedule 6.6   | -- | Taxes (Section 6.6(A))                                                  
|Schedule 6.7   | -- | Litigation; Loss Contingencies (Section 6.7)                            
|Schedule 6.9   | -- | ERISA (Section 6.9)                                                     
|Schedule 6.12  | -- | Power Purchase Contracts (Section 6.12)                                 
|Schedule 6.18  | -- | Environmental Matters (Section 6.18)                                    





CREDIT AGREEMENT

This Credit
Agreement dated as of June 11, 2003 is entered into among Strategic Energy,
L.L.C., a Delaware limited liability company, the institutions from time to time
parties hereto as Lenders, whether by execution of this Agreement or an
Assignment Agreement pursuant to Section 13.3, PNC Bank, National
Association, in its capacity as Syndication Agent, and LaSalle Bank National
Association, a national banking association, in its capacity as contractual
representative for itself and the other Lenders. The parties hereto agree as
follows:

ARTICLE
I.     DEFINITIONS

1.1.     Certain
Defined Terms.

Capitalized terms
used in this Agreement and not otherwise defined herein shall have the following
meanings, applicable both to the singular and the plural forms of the terms
defined.

As used in this
Agreement:

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

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

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

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

"Agents"
means the Administrative Agent and the Syndication Agent.

"Aggregate
Revolving Loan Commitment" means the aggregate of the Revolving Loan
Commitments of all the Lenders, as reduced from time to time pursuant to the
terms hereof. The initial Aggregate Revolving Loan Commitment is Ninety-Five
Million and 00/100 Dollars ($95,000,000.00).

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

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

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

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

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

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

"Applicable
L/C Fee Percentage" means, as at any date of determination, a rate per
annum equal to the Applicable Eurodollar Margin for Revolving Loans in effect on
such date.

"Arrangers"
means LaSalle Bank and PNC Capital Markets, in their capacity as the arrangers
for the loan transactions evidenced by this Agreement.

"Assignment
Agreement" means an assignment and acceptance agreement entered into in
connection with an assignment pursuant to Section 13.3 hereof in
substantially the form of Exhibit E.

"Authorized
Officer" means any of the President and Chief Executive Officer, Chief
Operating Officer or Vice President, Finance of the Borrower, acting singly.

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

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

"Borrowing
Base" means, as of any date of calculation, an amount, as set forth on
the most current Borrowing Base Certificate delivered to the Administrative
Agent, equal to: (i) eighty-five percent (85%) of the Gross Amount of Eligible
Receivables that were billed as of the date of such Borrowing Base Certificate;
plus (ii) sixty-five percent (65%) of the Gross Amount of Eligible
Receivables that were unbilled as of the date of such Borrowing Base Certificate
(not to exceed 50% of the total Borrowing Base) plus, (iii) so long as
(a) no GPE Cross Default (as defined in the GPE Guaranty) has occurred and is
continuing, and (b) the GPE Credit Agreement (as defined in the GPE Guaranty)
remains an unsecured obligation of GPE, 100% of the Base Guaranty Amount (as
defined in the GPE Guaranty) as of the date of such Borrowing Base Certificate.
The Borrower, the Lenders and the Administrative Agent acknowledge and agree
that (i) the advance rates set forth in this definition with respect to Eligible
Receivables are solely to establish the parameters for the Revolving Credit
Availability, and (ii) this definition does not constitute nor shall it be
deemed to constitute an express or implied representation or determination by
the Administrative Agent or any of the Lenders that the recovery on Eligible
Receivables in a forced liquidation scenario would be equal to the advance rates
established herein.

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"Borrowing
Base Certificate" means a certificate, in substantially the form of
Exhibit C-1 attached hereto and made a part hereof, setting forth
the Borrowing Base and the component calculations thereof.

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

"Borrowing
Notice" is defined in Section 2.6 hereof.

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

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

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

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

"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 Agreement Accounting Principles.

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

"Cash
Equivalents" means (i) marketable direct obligations issued or
unconditionally guaranteed by the United States government and backed by the
full faith and credit of the United States government; (ii) domestic and
Eurodollar certificates of deposit and time deposits, bankers' acceptances and
floating rate certificates of deposit issued by any commercial bank organized
under the laws of the United States, any state thereof, the District of
Columbia, any foreign bank, or its branches or agencies, any such issuing bank
having capital and retained earnings of at least $500,000,000 (fully protected
against currency fluctuations for any such deposits with a term of more than
ninety (90) days); (iii) shares of money market, mutual or similar funds having
assets in excess of $100,000,000 and the investments of which are limited to
investment grade securities (i.e., securities rated at least Baa3 by Moody's
Investors Service, Inc. or at least BBB- by Standard & Poor's Ratings
Group); and (iv) commercial paper of United States and foreign banks and bank
holding companies and their subsidiaries and United States and foreign finance,
commercial industrial or utility companies which, at the time of acquisition,
are rated A-1 (or better) by Standard & Poor's Ratings Group, or P-1 (or
better) by Moody's Investors Service, Inc.; provided that the maturities
of such Cash Equivalents shall not exceed 365 days.

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"Change"
is defined in Section 4.2 hereof.

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

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

(ii)    the
Borrower consolidates with or merges into another corporation or conveys,
transfers or leases all or substantially all of its property to any Person, or
any corporation consolidates with or merges into the Borrower, in either event
pursuant to a transaction in which the outstanding Capital Stock of the Borrower
is reclassified or changed into or exchanged for cash, securities or other
property.

"Closing
Date" means June 11, 2003.

"Closing
PUHCA Notice" is defined in Section 6.15 hereof.

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

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

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

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

"Commitment"
means, for each Lender, such Lender's Revolving Loan Commitment.

"Consolidated
Assets" means the total assets of the Borrower and its Subsidiaries on a
consolidated basis determined in accordance with Agreement Accounting
Principles.

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

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

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

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

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

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

"Customary
Permitted Liens" means:

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

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

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

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

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

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

"Default"
means an event described in Article VIII hereof.

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

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

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

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

"Eligible
Receivables" means accounts receivable created by the Borrower in the
ordinary course of its business arising out of the sale of goods or rendition of
services by the Borrower, which receivables are and at all times shall continue
to meet standards of eligibility from time to time established in accordance
with this Agreement. Standards of eligibility will be established by the
Administrative Agent in its reasonable credit judgment and may be revised from
time to time by the Administrative Agent in its reasonable credit judgment
(which credit judgment shall be exercised in a manner that is not arbitrary or
capricious and shall be exercised in a manner not inconsistent with the manner
in which the initial ineligibility standards were determined) with notice to
Lenders. In general, without limiting the foregoing, the following receivables
are not Eligible Receivables:

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(i)     (a)
the following receivables (collectively, "Aged Receivables"): (1)
receivables which remain unpaid ninety (90) days after the due date or one
hundred ten (110) days of the date of the original applicable invoice, whichever
is earlier; and

(b)
all the receivables owing by a single account debtor and its Affiliates
(including a receivable which is not an Aged Receivable), if twenty-five percent
(25%) or more of the balance owing by such account debtor and its Affiliates are
Aged Receivables, calculated without taking into account any credit balances of
such account debtor and its Affiliates, or are otherwise ineligible for any
reason;

(ii)    receivables
with respect to which the account debtor is a director, officer, employee, or
Affiliate of the Borrower;

(iii)   receivables
with respect to which the account debtor is any federal governmental authority,
the United States of America, or, in each case, any department, agency or
instrumentality thereof, unless with respect to any such receivable, the
Borrower has complied to the Administrative Agent's satisfaction with the
provisions of the Federal Assignment of Claims Act or other applicable statutes,
including, without limitation, executing and delivering to Administrative Agent
all statements of assignment and/or notification which are in form and substance
acceptable to Administrative Agent and which are deemed necessary by
Administrative Agent to effectuate the assignment to the Administrative Agent of
such receivables;

(iv)    receivables
not payable in freely transferable U.S. Dollars;

(v)     receivables
with respect to which the account debtor is located outside of the United
States;

(vi)    receivables
with respect to which the account debtor has (a) asserted a counterclaim, (b) a
right of setoff, or (c) a receivable owing from the Borrower but only to the
extent of such counterclaim, setoff, rebate or receivable;

(vii)   receivables
with respect to which the Administrative Agent does not have a first and valid
fully perfected and enforceable security interest for which notice has been
provided to the Borrower subject only to Customary Permitted Liens and Permitted
Existing Liens;

(viii)  receivables
with respect to which the account debtor is the subject of bankruptcy or a
similar insolvency proceeding or has made an assignment for the benefit of
creditors or whose assets have been conveyed to a receiver, trustee or assignee
for the benefit of creditors;

(ix)    receivables
with respect to which the account debtor's obligation to pay the receivable is
conditional upon the account debtor's approval or is otherwise subject to any
contractual repurchase obligation or return right or consignment basis;

7



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(x)     receivables
with respect to which the account debtor is located in Minnesota (or any other
jurisdiction which adopts a statute or other requirement with respect to which
any Person that obtains business from within such jurisdiction or is otherwise
subject to such jurisdiction's tax law requiring such Person to file a Business
Activity Report or make any other required filings in a timely manner in order
to enforce its claims in such jurisdiction's courts or arising under such
jurisdiction's laws); provided, however, such receivables shall
nonetheless be eligible if the Borrower has filed a Business Activity Report (or
other applicable report or filing) with the applicable state office by the time
required or is qualified to do business in such jurisdiction and, at the time
the receivable was created, was qualified to do business in such jurisdiction or
had on file with the applicable state office a current Business Activity Report
(or other applicable report or filing);

(xi)    receivables
with respect to which the account debtor's obligation does not constitute its
legal, valid and binding obligation, enforceable against it in accordance with
its terms;

(xii)   receivables
with respect to which the Borrower has not yet delivered the applicable goods or
performed the applicable service;

(xiii)  any
receivable which is not in conformity with the representations and warranties
made by the Borrower to the Administrative Agent with respect thereto whether
contained in this Agreement or the Security Agreement;

(xiv)  receivables
in connection with which the Borrower or any other party to such Receivable is
in default in the performance or observance of any of the terms thereof in any
material respect;

(xv)    receivables
the proceeds of which are required to be deposited in the Segregated Accounts,
and

(xvi)  receivables
for which the prospect of payment or performance by the account debtor is or
will be impaired as determined by the Administrative Agent in the exercise of
its reasonable credit judgment (which credit judgment shall not be exercised in
a manner that is arbitrary or capricious and shall be exercised in a manner not
inconsistent with the manner in which the initial ineligibility standards were
determined).

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

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

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

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

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

"Eurodollar
Base Rate" means, with respect to a Eurodollar Rate Loan for any
specified Interest Period, the per annum rate of interest at which United States
dollar deposits in the approximate amount of the pro rata share of LaSalle Bank
of such Eurodollar Rate Loan with a maturity approximately equal to such
Interest Period are offered in the London interbank eurodollar market at 11:30
a.m. (Chicago time) two Business Days prior to the first day of such Interest
Period, as displayed on the Bloomberg Financial Markets System, or other
authoritative source selected by the Administrative Agent in its sole
discretion, divided by a number determined by subtracting from 1.00 the maximum
reserve percentage for determining reserves to be maintained by member banks of
the Federal Reserve System for "Eurocurrency liabilities," such rate to remain
fixed for such Interest Period. The Administrative Agent's determination of the
Eurodollar Base Rate shall be conclusive, absent manifest error. Any Eurodollar
Base Rate determined on the basis of the rate displayed on the Bloomberg
Financial Markets System in accordance with the foregoing provisions of this
subparagraph shall be subject to corrections, if any, made in such rate and
displayed by the Bloomberg Financial Markets System within one hour of the time
when such rate is first displayed by such service.

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

"Eurodollar
Rate Advance" means an Advance which bears interest at the Eurodollar
Rate.

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

"Excluded
Collateral" means (1) Provider Collateral under the Restricting Power
Purchase Contracts; provided, however, that upon the release of any proceeds of
such Provider Collateral to the Borrower pursuant to the terms of any
Disbursement Agreement entered into in conjunction with the Restricting Power
Purchase Contracts, such released amounts will cease to be "Excluded
Collateral"; and (2) all cash and letter-of-credit rights held by Borrower as
"Performance Assurance" as that term is defined in the Power Purchase Contracts,
so long as such amounts are held by LaSalle Bank pursuant to that certain
Custody Agreement dated as of March 26, 2003 between the Borrower and LaSalle
Bank.

9



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"Federal
Funds Effective Rate" means, for any day, an interest 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 for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by the
Administrative Agent in its sole discretion.

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

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

"Floating
Rate Advance" means an Advance which bears interest at the Floating
Rate.

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

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

"Funded
Indebtedness" means Indebtedness other than Contingent
Obligations.

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

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

"GPE"
means Great Plains Energy Incorporated, a Missouri corporation.

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

"Gross
Amount of Eligible Receivables" means the outstanding face amount of
Eligible Receivables, determined in accordance with Agreement Accounting
Principles, consistently applied, less (i) all finance charges, late fees and
other fees that are unearned, (ii) the value of any accrual which has been
recorded by the Borrower with respect to downward price adjustments and (iii)
and such other reserves as the Administrative Agent elects to establish in
accordance with its reasonable credit judgment (which credit judgment shall be
exercised in a manner that is not arbitrary or capricious and shall be exercised
in a manner not inconsistent with the manner in which the initial ineligibility
standards were determined).

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

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

10



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

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

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

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

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

"Indemnitees"
is defined in Section 10.7(B) hereof.

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

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

"Interest
Period" means, with respect to a Eurodollar Rate Loan, a period of one
(1), two (2), three (3) or six (6) months commencing on a Business Day selected
by the Borrower pursuant to this Agreement. Such Interest Period shall end on
(but exclude) the day which corresponds numerically to such date one, two, three
or six months thereafter; provided, however, that if there 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, as the case may be. If an
Interest Period would otherwise end on a day which is not a Business Day, such
Interest Period shall end on the immediately preceding Business Day.

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

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

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

"LaSalle
Bank" means LaSalle Bank National Association, a national banking
association, together with its successors and assigns.

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

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

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

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"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, any office, branch, subsidiary or affiliate of such Lender or the
Administrative Agent.

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

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

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

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

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

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

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

"Master Letter
of Credit Agreement" means the form of LaSalle Bank's Master Letter of
Credit Agreement attached hereto as Exhibit K, as the same may be amended
from time to time. In the event of a conflict in terms between this Agreement
and the Master Letter of Credit Agreement, the Master Letter of Credit Agreement
shall govern.

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

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

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

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

13



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"Net
Worth" means, at a particular date, all amounts which would be included
under shareholders' equity for any Person and its consolidated Subsidiaries
determined in accordance with Agreement Accounting Principles.

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

"Non Pro
Rata Loan" is defined in Section 9.2 hereof.

"Notes"
means the Revolving Notes.

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

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

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

"Participants"
is defined in Section 13.2(A) hereof.

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

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

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

"Permitted Existing Indebtedness"
means the Indebtedness of the Borrower and its Subsidiaries identified as such
on Schedule 1.1.1 to this Agreement.

"Permitted
Existing Investments" means the Investments of the Borrower and its
Subsidiaries identified as such on Schedule 1.1.2 to this
Agreement.

"Permitted Existing Liens"
means the Liens on assets of the Borrower and its Subsidiaries identified as
such on Schedule 1.1.3 to this Agreement.

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

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

14



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

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

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

"Power
Purchase Contracts" is defined in Section 6.12 hereof.

"Prime
Rate" means a rate per annum equal to the prime rate of interest
announced from time to time by LaSalle Bank (which is not necessarily the lowest
rate charged to any customer), changing when and as said prime rate changes.

"Pro Rata
Share" means:

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

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

"Provider
Collateral" means those specified retail contracts, related items and
proceeds thereof and any Segregated Accounts that are subject to a Lien pursuant
to the terms of the Power Purchase Contracts.

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

"Purchasers"
is defined in Section 13.3(A) hereof.

"Rate
Option" means the Eurodollar Rate or the Floating Rate.

"Register"
is defined in Section 13.3(C) hereof.

15



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

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

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

"Reimbursement
Obligation" is defined in Section 3.7 hereof.

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

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

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

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

16



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"Restricted Payment"
means (i) any redemption, purchase, retirement, defeasance, prepayment or
other acquisition for value, direct or indirect, of any Indebtedness other than
the Obligations prior to the stated maturity of such Indebtedness, (ii) any
payment of a claim for the rescission of the purchase or sale of, or for
material damages arising from the purchase or sale of, any Indebtedness (other
than the Obligations), or of a claim for reimbursement, indemnification or
contribution arising out of or related to any such claim for damages or
rescission and (iii) any payment of any management fee or similar consulting fee
to any Affiliate of the Borrower.

"Restricting
Power Purchase Contracts" means those Power Purchase Contracts which
prohibit the grant of a junior lien on the related Provider Collateral to the
Administrative Agent.

"Revolving
Credit Availability" means, at any particular time, the amount by which
(a) the lesser of (i) the Aggregate Revolving Loan Commitment at such time or
(ii) the Borrowing Base at such time exceeds (b) the Revolving Credit
Obligations at such time.

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

"Revolving
Loan" is defined in Section 2.1 hereof.

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

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

"Revolving
Loan Termination Date" means June 9, 2004 (unless extended pursuant to
Section 2.18 hereof).

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

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

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

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

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

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

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

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

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

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

"Subordinated
Debtholder" means either GPE, KLT Inc., KLT Energy Services Inc.,
Innovative Energy Consultants Inc. or Custom Energy Holdings, L.L.C.

"Subordinated
Debt" means any unsecured intercompany Indebtedness owed by the
Borrowers to the Subordinated Debtholder (whether or not evidenced by a
promissory note) and subject to the terms of the Subordination Agreement.

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

"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, or (ii) any
partnership, 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. Unless otherwise expressly provided, all
references herein to a "Subsidiary" shall mean a Subsidiary of the Borrower.

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

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

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

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

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

"Transferee"
is defined in Section 13.5 hereof.

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

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

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

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

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

1.2.     References.

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

ARTICLE II.     THE
REVOLVING LOAN FACILITIES

2.1.     Revolving
Loans.

Upon the
satisfaction of the conditions precedent set forth in Sections 5.1 and
5.2, from and including the date of this Agreement and prior to the
Termination Date, each Lender severally and not jointly agrees, on the terms and
conditions set forth in this Agreement, to make revolving loans to the Borrower
from time to time, in Dollars, in an amount not to exceed such Lender's
Revolving Loan Pro Rata Share of Revolving Credit Availability at such time
(each individually, a "Revolving Loan" and, collectively, the
"Revolving Loans"); provided, however, at no time shall the
Revolving Credit Obligations exceed the lesser of the Aggregate Revolving Loan
Commitment or the Borrowing Base. Subject to the terms of this Agreement, the
Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the
Termination Date. On the Termination Date, the Borrower shall repay in full the
outstanding principal balance of the Revolving Loans. Each Advance under this
Section 2.1 shall consist of Revolving Loans made by each Lender ratably
in proportion to such Lender's respective Revolving Loan Pro Rata Share.

2.2.     Rate
Options for All Advances.

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

2.3.     Prepayments.

(A)     Optional
Payments.

The Borrower may
from time to time repay or prepay, without penalty or premium all or, in an
aggregate of amount of $1,000,000.00 or any larger integral multiple thereof,
part of outstanding Floating Rate Advances. The Borrower may from time to time
pay, subject to the indemnification provisions contained in Section 4.4,
all outstanding Eurodollar Rate Advances or, in a minimum aggregate amount of
$1,000,000.00 or any larger integral multiple thereof, part of the outstanding
Eurodollar Rate Advances, provided, that the Borrower may not so prepay
Eurodollar Rate Advances unless it shall have provided at least three Business
Days' written notice to the Administrative Agent of such prepayment.

(B)     Mandatory
Prepayments.

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

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

2.4.     Reduction
of Commitments.

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

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

2.5.     Method
of Borrowing.

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

2.6.     Method
of Selecting Types and Interest Periods for Advances.

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

2.7.     Minimum
Amount of Each Advance.

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

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

(A)     Right
to Convert/Breakage Costs.

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

(B)     Automatic
Conversion and Continuation.

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

(C)     No
Conversion Post-Default or Post-Unmatured Default.

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

(D)     Conversion/Continuation
Notice.

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

2.9.     Default
Rate.

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

2.10.     Method
of Payment.

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

2.11.     Notes.

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

2.12.     Telephonic
Notices.

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

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

(A)     Promise
to Pay.

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

(B)     Interest
Payment Dates.

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

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(C)     Commitment
Fees.

(i)     The
Borrower shall pay to the Administrative Agent, for the account of the Lenders
as provided herein below, from and after the Closing Date until the date on
which the Aggregate Revolving Loan Commitment shall be terminated in whole, a
commitment fee accruing at the rate of the then Applicable Commitment Fee
Percentage, on the amount by which (x) the Aggregate Revolving Loan Commitment
exceeds (y) the Revolving Credit Obligations from time to time. All such
commitment fees payable under this clause (C)(i) shall be payable
quarterly in arrears on the last Business Day of each calendar quarter occurring
after the Closing Date (with the first such payment being calculated for the
period from the Closing Date and ending on June 30, 2003), and, in addition, on
the date on which the Aggregate Revolving Loan Commitment shall be terminated in
whole. The Administrative Agent shall pay to each Lender a ratable share of such
commitment fee based on the amount by which such Lender's Revolving Loan
Commitment exceeds such Lender's Revolving Credit Obligations.

(ii)    The
Borrower agrees to pay to the Administrative Agent for the sole account of the
Administrative Agent and the Arrangers (unless otherwise agreed between the
Administrative Agent and the Arrangers and any Lender) the fees set forth in the
letter agreements among the Administrative Agent, the Arrangers and the Borrower
dated February 17, 2003, payable at the times and in the amounts set forth
therein.

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

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

(ii)     The
Applicable Floating Rate Margin and Applicable Eurodollar Margin for all Loans
and the Applicable Commitment Fee Percentage shall be determined from time to
time by reference to the table set forth below, on the basis of the then
applicable Leverage Ratio as described in this Section
2.13(D)(ii):

24



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|                     | Applicable | Applicable    | Applicable    
|-------------------- | ---------- | ------------- | --------------
|                     | Eurodollar | Floating Rate | Commitment    
|Leverage Ratio       | Margin     | Margin        | Fee Percentage
|Greater than or      |            |               |               
|equal to 2.0 to 1.0  | 2.50%      | 1.00%         | 0.50%         
|Greater than or      |            |               |               
|equal to 1.5 to 1.0  |            |               |               
|and less than        |            |               |               
|2.0 to 1.0           | 2.00%      | 0.50%         | 0.40%         
|Greater than or      |            |               |               
|equal to 1.0 to 1.0  |            |               |               
|and less than        |            |               |               
|1.5 to 1.0           | 1.75%      | 0.25%         | 0.35%         
|Greater than or      |            |               |               
|equal to .5 to 1.0   |            |               |               
|and less than        |            |               |               
|1.0 to 1.0           | 1.50%      | 0.00%         | 0.30%         
|Less than 0.5 to 1.0 | 1.25%      | 0.00%         | 0.25%         





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

(E)     Taxes.

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

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

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

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

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

(vi)    Without
limiting the obligations of the Borrower under this Section 2.13(E), each Lender
that is not created or organized under the laws of the United States of America
or a political subdivision thereof shall deliver to the Borrower and the
Administrative Agent on or before the Closing Date, or, if later, the date on
which such Lender becomes a Lender pursuant to Section 13.3, a true and
accurate certificate executed in duplicate by a duly authorized officer of such
Lender, in a form satisfactory to the Borrower and the Administrative Agent, to
the effect that such Lender is capable under the provisions of an applicable tax
treaty concluded by the United States of America (in which case the certificate
shall be accompanied by two executed copies of Form 1001 of the IRS) or
under Section 1442 of the Code (in which case the certificate shall be
accompanied by two copies of Form 4224 of the IRS, or, if such Lender is
not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, two
completed and signed copies of IRS Form W-8 or W-9 or the applicable successor
form) of receiving payments of interest hereunder without deduction or
withholding of United States federal income tax. Each such Lender further agrees
to deliver to the Borrower and the Administrative Agent from time to time a true
and accurate certificate executed in duplicate by a duly authorized officer of
such Lender substantially in a form satisfactory to the Borrower and the
Administrative Agent, before or promptly upon the occurrence of any event
requiring a change in the most recent certificate previously delivered by it to
the Borrower and the Administrative Agent pursuant to this
Section 2.13(E)(vi). Further, each Lender which delivers a certificate
accompanied by Form 1001 of the IRS covenants and agrees to deliver to the
Borrower and the Administrative Agent within fifteen (15) days prior to
January 1, 2004, and every third (3rd) anniversary of such date thereafter
on which this Agreement is still in effect, another such certificate and two
accurate and complete original signed copies of Form 1001 (or any successor
form or forms required under the Code or the applicable regulations promulgated
thereunder), and each Lender that delivers a Form W-8 or W-9 as prescribed above
or a certificate accompanied by Form 4224 of the IRS covenants and agrees
to deliver to the Borrower and the Administrative Agent within fifteen (15) days
prior to the beginning of each subsequent taxable year of such Lender during
which this Agreement is still in effect, another such Form W-8 or W-9 or another
such certificate and two accurate and complete original signed copies of IRS
Form 4224 (or any successor form or forms required under the Code or the
applicable regulations promulgated thereunder). Each such certificate shall
certify as to one of the following:

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

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

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

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

(F)     Loan
Account.

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

(G)     Entries
Binding.

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

2.14.     Notification
of Advances, Interest Rates, Prepayments and Aggregate Revolving Loan Commitment
Reductions.

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

2.15.     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 Notes shall be deemed held
by each Lender for the benefit of such Lending Installation. Each Lender may, by
written or facsimile notice to the Administrative Agent and the Borrower,
designate a Lending Installation through which Loans will be made by it and for
whose account Loan payments are to be made.

2.16.     Non-Receipt
of Funds by the 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 (i) in the case of payment by a Lender,
the Federal Funds Effective Rate for such day or (ii) in the case of payment by
the Borrower, the interest rate applicable to the relevant Loan.

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2.17.     Termination
Date.

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

2.18.     Extension
of Revolving Loan Termination Date.

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

2.19.     Replacement
of Certain Lenders.

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

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ARTICLE III.     THE LETTER
OF CREDIT FACILITY

3.1.     Obligation
to Issue.

Subject to the
terms and conditions of this Agreement and in reliance upon the representations,
warranties and covenants of the Borrower herein set forth, each Issuing Bank
hereby agrees to issue for the account of the Borrower through such Issuing
Bank's branches as it and the Borrower may jointly agree, one or more Letters of
Credit denominated in Dollars in accordance with this Article III,
from time to time during the period, commencing on the date hereof and ending on
the Business Day prior to the Termination Date.

3.2.     [Intentionally
Omitted].

3.3.     Types
and Amounts.

No Issuing Bank
shall have any obligation to and no Issuing Bank shall:

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

(ii)    issue
any Letter of Credit which has an expiration date later than the date which is
ten (10) Business Days immediately preceding the Termination Date.

3.4.     Conditions.

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

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

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

3.5.     Procedure
for Issuance of Letters of Credit.

(a)     Subject
to the terms and conditions of this Article III and provided that
the applicable conditions set forth in Sections 5.1 and 5.2
hereof have been satisfied, the applicable Issuing Bank shall, on the requested
date, issue a Letter of Credit on behalf of the Borrower in accordance with such
Issuing Bank's usual and customary business practices and, in this connection,
such Issuing Bank may assume that the applicable conditions set forth in
Section 5.2 hereof have been satisfied unless it shall have received
notice to the contrary from the Administrative Agent or a Lender or has
knowledge that the applicable conditions have not been met.

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

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

3.6.     Letter
of Credit Participation.

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

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3.7.     Reimbursement
Obligation.

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

3.8.     Letter
of Credit Fees.

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

3.9.     Issuing
Bank Reporting Requirements.

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

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3.10.     Indemnification;
Exoneration.

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

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

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

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

3.11.     Cash
Collateral.

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

ARTICLE IV.     CHANGE IN
CIRCUMSTANCES

4.1.     Yield
Protection.

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

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

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

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

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

4.2.     Changes
in Capital Adequacy Regulations.

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

4.3.     Availability
of Types of Advances.

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

4.4.     Funding
Indemnification.

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

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4.5.     Lender
Statements; Survival of Indemnity.

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

ARTICLE V.     CONDITIONS
PRECEDENT

5.1.     Initial
Advances and Letters of Credit.

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

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

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

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

(iv)    (a)
A certificate, in form and substance satisfactory to the Administrative Agent,
signed by the Vice President, Finance of the Borrower, stating that on Closing
Date no Default or Unmatured Default has occurred and is continuing, (b) a
Borrowing Base Certificate, in form and substance satisfactory to the
Administrative Agent, signed by the Vice President, Finance of the Borrower,
setting forth the Borrowing Base as of the Closing Date, (c) a compliance
certificate in the form contemplated by Section 7.1(a)(iii) prepared as
of the end of the fiscal quarter immediately preceding the Closing Date showing
on a pro forma basis the effect of the Advances to be made and Letters of Credit
to be issued on the Closing Date, and (d) a schedule of Distributions made by
the Borrower in the twelve calendar months preceding the Closing Date;

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

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

(vii)   Evidence
satisfactory to the Administrative Agent that there has been no material adverse
change in the Borrower's business, financial condition, operation or prospects,
as of the Borrower's consolidated financial statements dated December 31,
2002;

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

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

(x)     Completion
of a field audit of the Collateral, including, without limitation, accounts
receivable of the Borrower, the results of which are satisfactory in all
respects to the Administrative Agent and which, in the sole and absolute
discretion of the Administrative Agent, support the definitions of Eligible
Receivables, and the proposed advance rates thereon;

(xi)    Evidence
satisfactory to the Administrative Agent that the Borrower has paid to the
Administrative Agent and the Arrangers the fees agreed to in the fee letter
dated February 17, 2003, among the Administrative Agent, the Arrangers and the
Borrower and the fees due on the Closing Date which the Administrative Agent,
the Arrangers and the Borrower have agreed to herein;

(xii)   (a)     Audited
Consolidated Financial Statements for the Borrower for the fiscal years ending
in 2000, 2001 and 2002, and (b) Unaudited Interim Consolidated Financial
Statements for the Borrower for each fiscal month and quarterly period ended
after the latest fiscal year referred to in clause (a), and such financial
statements shall not, in the judgment of the Administrative Agent, disclose any
Material Adverse Change in the consolidated financial position of the Borrower
from what was reflected in the financial statements previously furnished to the
Administrative Agent;

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

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

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

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

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

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

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

5.2.     Each
Advance and Letter of Credit.

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

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

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

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

ARTICLE
VI.     REPRESENTATIONS AND WARRANTIES

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

6.1.     Organization;
Corporate Powers.

The Borrower
(i) is a limited liability company (or, if converted to a corporation as
permitted by Section 7.2(A) hereof, a corporation) duly organized,
validly existing and in existence under the laws of the jurisdiction of its
organization, (ii) is duly qualified to do business as a foreign entity and
is in good standing under the laws of each jurisdiction in which failure to be
so qualified and in good standing could not reasonably be expected to have a
Material Adverse Effect, and (iii) has all requisite power and authority to
own, operate and encumber its property and to conduct its business as presently
conducted and as proposed to be conducted. GPE owns, directly or indirectly,
over eighty-five percent (85%) of the outstanding Equity Interests of the
Borrower.

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6.2.     Authority.

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

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

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

6.3.     No
Conflict; Governmental Consents.

The execution,
delivery and performance of each of the Loan Documents to which the Borrower is
a party do not and will not (i) conflict with the articles of organization
or operating agreement of the Borrower, (ii) constitute a tortious
interference with any Contractual Obligation of any Person or conflict with,
result in a breach of or constitute (with or without notice or lapse of time or
both) a default under any Requirement of Law (including, without limitation,
PUHCA, FPA or any Environmental Property Transfer Act) or Contractual Obligation
of the Borrower, or require termination of any Contractual Obligation, except
such interference, breach, default or termination which individually or in the
aggregate could not reasonably be expected to have a Material Adverse Effect,
(iii) result in or require the creation or imposition of any Lien
whatsoever upon any of the property or assets of the Borrower, other than Liens
permitted by the Loan Documents, or (iv) require any approval of the
Borrower's members except such as have been obtained. Except as set forth on
Schedule 6.3 to this Agreement, the execution, delivery and
performance of each of the Loan Documents to which the Borrower is a party do
not and will not require any registration with, consent or approval of, or
notice to, or other action to, with or by any Governmental Authority, including
under any Environmental Property Transfer Act, except filings, consents or
notices which have been made, obtained or given, or which, if not made, obtained
or given, individually or in the aggregate could not reasonably be expected to
have a Material Adverse Effect.

6.4.     Financial
Statements.

Complete and
accurate copies of the following financial statements and the following related
information have been delivered to the Administrative Agent: the balance sheet
of the Borrower as at December 31, 2000, 2001 and 2002 and the related combined
statements of income, changes in stockholders' equity and cash flows of the
Borrower for the fiscal years then ended, and the audit reports related
thereto.

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6.5.     No
Material Adverse Change.

(A)  Since
December 31, 2002 up to the Closing Date, there has occurred no material adverse
change in the business, financial condition, operations or prospects of the
Borrower taken as a whole or any other event which has had or could reasonably
be expected to result in a Material Adverse Effect.

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

6.6.     Taxes.

(A)     Tax
Examinations.

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

(B)     Payment
of Taxes.

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

6.7.     Litigation;
Loss Contingencies and Violations.

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

6.8.     Subsidiaries.

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As of the date of
this Agreement and as of the Closing Date, the Borrower has no Subsidiaries.

6.9.     ERISA.

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

6.10.     Accuracy
of Information.

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

6.11.     Securities
Activities.

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The Borrower is
not engaged in the business of extending credit for the purpose of purchasing or
carrying Margin Stock.

6.12.     Material
Agreements.

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

6.13.     Compliance
with Laws.

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

6.14.     Assets
and Properties.

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

6.15.     Statutory
Indebtedness Restrictions.

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

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6.16.     Insurance.

The Borrower
maintains insurance policies and programs reasonably consistent with prudent
industry practice.

6.17.     Labor
Matters.

As of the Closing
Date, no attempt to organize the employees of the Borrower, and no labor
disputes, strikes or walkouts affecting the operations of the Borrower, is
pending, or, to the Borrower's knowledge, threatened, planned or contemplated.

6.18.     Environmental
Matters.

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

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

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

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

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

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

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

6.19.     Solvency.

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

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6.20.     Supplemental
Disclosure.

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

ARTICLE
VII.     COVENANTS

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

7.1.     Reporting.

The Borrower
shall:

(A)     Financial
Reporting.

Furnish to the
Lenders:

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

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

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

(iv)    Borrowing
Base Certificate. As soon as practicable, and in any event within twenty
(20) days after the close of each calendar month, a Borrowing Base Certificate,
together with such supporting documents as the Administrative Agent deems
desirable, all certified as being true and correct by the Vice President,
Finance or other chief financial officer of the Borrower. The Borrower may
update the Borrowing Base Certificate and supporting documents more frequently
than monthly and the most recently delivered Borrowing Base Certificate shall be
the applicable Borrowing Base Certificate for purposes of determining the
Borrowing Base at any time;

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

(vi)    Accounts
Receivable. As soon as practicable, and in any event within twenty (20) days
after the close of each calendar month, a detailed scheduled of the Borrower's
accounts receivable and an aging analysis of the Borrower's accounts payable;

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

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

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

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

(B)     Notice
of Default.

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

(C)     Lawsuits.

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

(D)     ERISA
Notices.

Deliver or cause
to be delivered to the Administrative Agent and the Lenders, at the Borrower's
expense, the following information and notices:

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

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

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

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

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

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

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

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

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

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

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

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

(E)     Labor
Matters.

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

(F)     Other
Indebtedness.

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

(G)     Other
Reports.

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

(H)     Environmental
Notices.

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

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(I)     Other
Information.

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

7.2.     Affirmative
Covenants.

(A)     Existence,
Etc.

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

(B)     Corporate
Powers; Conduct of Business.

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

(C)     Compliance
with Laws, Etc.

The Borrower
shall, and cause each of its Subsidiaries to, (a) comply with all Requirements
of Law and all restrictive covenants affecting such Person or the business,
properties, assets or operations of such Person including, but not limited to,
timely filing all Quarterly PUHCA Notices, and (b) obtain as needed all licenses
and permits necessary for its operations and maintain such licenses and permits
in good standing, unless failure to comply or obtain could not reasonably be
expected to have a Material Adverse Effect.

(D)     Payment
of Taxes and Claims; Tax Consolidation.

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

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(E)     Insurance.

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

(F)     Inspection
of Property; Books and Records; Discussions.

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

(G)     ERISA
Compliance.

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

(H)     Maintenance
of Property.

The Borrower
shall, and cause each of its Subsidiaries to, cause all property used or useful
in the conduct of its business to be maintained and kept in good condition,
repair and working order and supplied with all necessary equipment and shall
cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Borrower may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that
nothing in this Section 7.2(H) shall prevent the Borrower from
discontinuing the operation or maintenance of any of such property if such
discontinuance is, in the judgment of the Borrower, desirable in the conduct of
its business and not disadvantageous in any material respect to the
Administrative Agent or the Lenders.

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(I)     Environmental
Compliance.

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

(J)     Use
of Proceeds.

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

(K)     Collateral
Documents.

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

(L)     Addition
of Guarantors; Addition of Pledged Capital Stock and other Collateral.

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

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(M)     Insurance
and Condemnation Proceeds.

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

(N)     Reportable
Transaction.

Borrower does not
intend to treat the Loans and related transactions as being a "reportable
transaction (within the meaning of Treasury Regulation Section 1.6011-4). In the
event Borrower determines to take any action inconsistent with such intention,
it will promptly notify the Administrative Agent thereof.

7.3.     Negative
Covenants.

(A)     Indebtedness.

The Borrower nor
any of its Subsidiaries shall directly or indirectly create, incur, assume or
otherwise become or remain directly or indirectly liable with respect to any
Indebtedness, except:

(i)     the
Obligations;

(ii)    the
Subordinated Debt;

(iii)    Permitted
Existing Indebtedness;

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

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

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

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

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

(ix)    Any
Permitted Refinancing Indebtedness.

(B)     Sales
of Assets.

Neither the
Borrower nor any of its Subsidiaries shall sell, assign, transfer, lease, convey
or otherwise dispose of any property, whether now owned or hereafter acquired,
or any income or profits therefrom, or enter into any agreement to do so,
except:

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

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

(C)     Liens.

Neither the
Borrower nor any of its Subsidiaries shall directly or indirectly create, incur,
assume or permit to exist any Lien on or with respect to any of their respective
property or assets except:

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

(ii)    Permitted
Existing Liens;

(iii)   Customary
Permitted Liens;

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

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

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

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

(D)     Investments.

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

(i)     Investments
in Cash Equivalents;

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

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

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

(v)     Investments
constituting Permitted Acquisitions; and

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

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

(E)     Contingent
Obligations.

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

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(F)     Restricted
Payments.

Neither the
Borrower nor any of its Subsidiaries may declare or make any Restricted
Payment.

(G)     Conduct
of Business; Subsidiaries.

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

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

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

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

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

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

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

(H)     Transactions
with Shareholders and Affiliates.

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

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(I)     Restriction
on Fundamental Changes.

Neither the
Borrower nor any of its Subsidiaries shall enter into any merger or
consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or
dissolution), or convey, lease, sell, transfer or otherwise dispose of, in one
transaction or series of transactions, all or substantially all of the
Borrower's or any such Subsidiary's business or property, whether now or
hereafter acquired, except transactions permitted under Sections
7.3(B).

(J)     Sales
and Leasebacks.

Neither the
Borrower nor any of its Subsidiaries shall become liable, directly, by
assumption or by Contingent Obligation, with respect to any lease, whether an
operating lease, a synthetic lease or a Capitalized Lease, of any property
(whether real or personal or mixed) (i) which it or one of its Subsidiaries sold
or transferred or is to sell or transfer to any other Person, or (ii) which it
or one of its Subsidiaries intends to use for substantially the same purposes as
any other property which has been or is to be sold or transferred by it to any
other Person in connection with such lease, unless in either case the sale
involved is not prohibited under Section 7.3(B) and the lease involved is
not prohibited under Section 7.3(A).

(K)     Margin
Regulations.

Neither the
Borrower nor any of its Subsidiaries shall use all or any portion of the
proceeds of any credit extended under this Agreement to purchase or carry Margin
Stock.

(L)     ERISA.

The Borrower
shall not

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

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

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

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

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

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

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

(M)     Corporate
Documents.

Neither the
Borrower nor any of its Subsidiaries shall amend, modify or otherwise change any
of the terms or provisions in any of their respective articles of organization
or operating agreement as in effect on the date hereof in any manner adverse to
the interests of the Lenders, without the prior written consent of the Required
Lenders.

(N)     Fiscal
Year.

Neither the
Borrower nor any of its Subsidiaries shall change its fiscal year for accounting
or tax purposes from a calendar year.

(O)     Hedging
Obligations.

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

(P)     Subordinated
Debt.

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

(Q)     Capital
Expenditures.

Neither the
Borrower nor any of its Subsidiaries shall make or incur any Capital Expenditure
if, after giving effect thereto, the aggregate amount of all Capital
Expenditures by the Borrower and its Subsidiaries after the Closing Date would
exceed $10,000,000.00.

7.4.     Financial
Covenants.

The Borrower
shall comply with the following:

(A)     Minimum
Net Worth.

The Borrower
shall not permit its Net Worth at any time to be less than $30,000,00.00,
provided, however, that in the event that either (a) a GPE Cross Default has
occurred and is continuing (and is not waived), or (b) a Default or Unmatured
Default has occurred under the Credit Agreement and is continuing (and is not
waived), the Borrower shall not permit its Net Worth at any time to be less than
(x) the Net Worth of the Borrower as of the last day of the fiscal month
immediately preceding the date of the first to occur of any continuing GPE Cross
Default (which has not been waived) or any continuing Default or Unmatured
Default (which has not been waived) under the Credit Agreement (the "Net Worth
Trigger Date"), plus (y) 100% of Net Income (if positive) from and after
the Net Worth Trigger Date.

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(B)     Maximum
Leverage Ratio.

The Borrower
shall not permit the ratio (the "Leverage Ratio") of (i) Funded
Indebtedness, to (ii) EBITDA to be greater than 2.00 to 1.00.

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

ARTICLE
VIII.     DEFAULTS

8.1.     Defaults.

Each of the
following occurrences shall constitute a Default under this Agreement:

(A)     Failure
to Make Payments When Due.

The Borrower
shall (i) fail to pay within one (1) day of the date when due any of the
Obligations consisting of principal with respect to the Loans or (ii) shall fail
to pay within five (5) Business Days of the date when due any of the other
Obligations under this Agreement or the other Loan Documents.

(B)     Breach
of Certain Covenants.

The Borrower
shall fail duly and punctually to perform or observe any agreement, covenant or
obligation binding on the Borrower under:

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

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

(iii)   Section
7.2(A), 7.2(F), 7.2(J), 7.3 or 7.4.

(C)     Breach
of Representation or Warranty.

Any
representation or warranty made or deemed made by the Borrower to the
Administrative Agent or any Lender herein or by the Borrower or any of its
Subsidiaries in any of the other Loan Documents or in any statement or
certificate at any time given by any such Person pursuant to any of the Loan
Documents shall be false or misleading in any material respect on the date as of
which made (or deemed made).

(D)     Other
Defaults.

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

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(E)     Default
as to Other Indebtedness.

The Borrower or
any of its Subsidiaries shall fail to make any payment when due (whether by
scheduled maturity, required prepayment, acceleration, demand or otherwise) with
respect to any Indebtedness the outstanding principal amount of which
Indebtedness is in excess of $5,000,000.00 ("Cross Default
Indebtedness"), or any breach, default or event of default shall occur, or
any other condition shall exist under any instrument, agreement or indenture
pertaining to any such Cross Default Indebtedness, if the effect thereof is to
permit the holder(s) of such Cross Default Indebtedness to accelerate the
maturity of any such Cross Default Indebtedness or require a redemption or other
repurchase of such Cross Default Indebtedness, or cause an acceleration,
mandatory redemption, a requirement that the Borrower offer to purchase such
Cross Default Indebtedness or other required repurchase of such Cross Default
Indebtedness; or any such Cross Default Indebtedness shall be otherwise declared
to be due and payable (by acceleration or otherwise) or required to be prepaid,
redeemed or otherwise repurchased by the Borrower or any of its Subsidiaries
(other than by a regularly scheduled required prepayment) prior to the stated
maturity thereof.

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

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

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

(G)     Voluntary
Bankruptcy; Appointment of Receiver, Etc.

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

(H)     Judgments
and Attachments.

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Any money
judgment(s) (other than a money judgment covered by insurance as to which the
insurance company has not disclaimed or reserved the right to disclaim
coverage), writ or warrant of attachment, or similar process against the
Borrower or any of its Subsidiaries or any their respective assets involving in
any single case or in the aggregate an amount in excess of $2,500,000.00 is or
are entered and shall remain undischarged, unvacated, unbonded or unstayed for a
period of thirty (30) days or in any event later than fifteen (15) days prior to
the date of any proposed sale thereunder.

(I)     Dissolution.

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

(J)     Loan
Documents; Failure of Security.

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

(K)     Termination
Event.

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

(L)     Waiver
of Minimum Funding Standard.

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

(M)     Change
of Control.

A Change of
Control shall occur.



(N)     Environmental
Matters.

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

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(O)     Guarantor
Revocation.

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

(P)     Default
Under Subordinated Debt.

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

(Q)     Default
under Contractual Obligations.

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

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

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

9.1.     Termination
of Commitments; Acceleration.

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

9.2.     Defaulting
Lender.

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

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

(ii)    any
such Lender shall be deemed to have cured its failure to fund its applicable Pro
Rata Share of any Advance at such time as an amount equal to such Lender's
original applicable Pro Rata Share of the requested principal portion of such
Advance is fully funded to the Borrower (or Issuing Bank), whether made by such
Lender itself or by operation of the terms of this Section 9.2, and
whether or not the Non Pro Rata Loan with respect thereto has been repaid,
converted or continued;

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

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

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

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

9.3.     Amendments.

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

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

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

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

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

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

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

(vii)   Amend
this Section 9.3 or Section 12.2.

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

9.4.     Preservation
of Rights.

No delay or
omission of the Lenders or the Administrative Agent to exercise any right under
the Loan Documents shall impair such right or be construed to be a waiver of any
Default or an acquiescence therein, and the making of a Loan or the issuance of
a Letter of Credit notwithstanding the existence of a Default or the inability
of the Borrower to satisfy the conditions precedent to such Loan or issuance of
such Letter of Credit shall not constitute any waiver or acquiescence. Any
single or partial exercise of any such 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 9.3, and then only to the extent in such writing
specifically set forth. All remedies contained in the Loan Documents or by law
afforded shall be cumulative and all shall be available to the Administrative
Agent and the Lenders until the Obligations have been paid in full.

ARTICLE X.     GENERAL
PROVISIONS

10.1.     Survival
of Representations.

All
representations and warranties of the Borrower contained in this Agreement shall
survive delivery of the Notes and the making of the Loans herein
contemplated.

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10.2.     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.

10.3.     Performance of Obligations.

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

10.4.     Headings.

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

10.5.     Entire
Agreement.

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

10.6.     Several
Obligations; Benefits of 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 Lender (except to the extent to which
the Administrative Agent is authorized to act as such). The failure of any
Lender to perform any of its obligations hereunder shall not relieve any other
Lender from any of its obligations hereunder. This Agreement shall not be
construed so as to confer any right or benefit upon any Person other than the
parties to this Agreement and their respective successors and assigns.

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10.7.     Expenses;
Indemnification.

(A)     Expenses.

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

(B)     Indemnity.

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

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

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

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

(C)     Waiver
of Certain Claims; Settlement of Claims.

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

(D)     Survival
of Agreements.

The obligations
and agreements of the Borrower under this Section 10.7 shall survive the
termination of this Agreement.

10.8.     Numbers
of Documents.

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

10.9.     Accounting.

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

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10.10.     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.

10.11.     Nonliability
of Lenders.

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

10.12.     GOVERNING
LAW.

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

10.13.     CONSENT TO JURISDICTION; SERVICE OF
PROCESS; JURY TRIAL.

(A)     JURISDICTION.

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

(B)     OTHER
JURISDICTIONS.

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

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(C)     VENUE.

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

10.14.     WAIVER
OF JURY TRIAL.

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

10.15.     WAIVER
OF BOND.

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

10.16.     ADVICE
OF COUNSEL.

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

10.17.     No
Strict Construction.

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

ARTICLE XI.     THE
ADMINISTRATIVE AGENT

11.1.     Appointment;
Nature of Relationship.

LaSalle is
appointed by the Lenders as the Administrative Agent hereunder and under each
other Loan Document, and each of the Lenders irrevocably authorizes the
Administrative Agent to act as the contractual representative of such Lender
with the rights and duties expressly set forth herein and in the other Loan
Documents. The Administrative Agent agrees to act as such contractual
representative upon the express conditions contained in this Article XI.
Notwithstanding the use of the defined term "Administrative Agent," it is
expressly understood and agreed that the Administrative Agent shall not have any
fiduciary responsibilities to any Lender by reason of this Agreement and that
the Administrative Agent is merely acting as the representative of the Lenders
with only those duties as are expressly set forth in this Agreement and the
other Loan Documents. In its capacity as the Lenders' contractual
representative, the Administrative Agent (i) does not assume any fiduciary
duties to any of the Lenders, (ii) is a "representative" of the Lenders within
the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting
as an independent contractor, the rights and duties of which are limited to
those expressly set forth in this Agreement and the other Loan Documents. Each
of the Lenders agrees to assert no claim against the Administrative Agent on any
agency theory or any other theory of liability for breach of fiduciary duty, all
of which claims each Lender waives.

11.2.     Powers.

The
Administrative Agent shall have and may exercise such powers under the Loan
Documents as are specifically delegated to the Administrative Agent by the terms
of each thereof, together with such powers as are reasonably incidental thereto.
The Administrative Agent shall have no implied duties or fiduciary duties to the
Lenders, or any obligation to the Lenders to take any action hereunder or under
any of the other Loan Documents except any action specifically provided by the
Loan Documents required to be taken by the Administrative Agent.

11.3.     General
Immunity.

Neither the
Administrative Agent nor any of its directors, officers, agents or employees
shall be liable to the Borrower, the Lenders or any Lender for any action taken
or omitted to be taken by it or them hereunder or under any other Loan Document
or in connection herewith or therewith except to the extent such action or
inaction is found in a final judgment by a court of competent jurisdiction to
have arisen solely from the Gross Negligence, willful misconduct or breach of
contract of such Person.

11.4.     No
Responsibility for Loans, Creditworthiness, Recitals, Etc.

Neither the
Administrative Agent nor any of its directors, officers, agents or employees
shall be responsible for or have any duty to ascertain, inquire into, or verify
(i) any statement, warranty or representation made in connection with any Loan
Document or any borrowing hereunder; (ii) the performance or observance of any
of the covenants or agreements of any obligor under any Loan Document; (iii) the
satisfaction of any condition specified in Article V, except receipt of
items required to be delivered solely to the Administrative Agent; (iv) the
existence or possible existence of any Default or Unmatured Default or (v) the
validity, effectiveness or genuineness of any Loan Document, for the perfection
or priority of the Liens on any of the Collateral, or any other instrument or
writing furnished in connection therewith. The Administrative Agent shall not be
responsible to any Lender for any recitals, statements, representations or
warranties herein or in any of the other Loan Documents, or for the execution,
effectiveness, genuineness, validity, legality, enforceability, collectibility,
or sufficiency of this Agreement or any of the other Loan Documents or the
transactions contemplated thereby, or for the financial condition of any
guarantor of any or all of the Obligations or the Borrower.

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11.5.     Action
on Instructions of Lenders.

The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder and under any other Loan Document in
accordance with written instructions signed by the Required Lenders, and such
instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Lenders and on all holders of Notes. The Administrative
Agent shall be fully justified in failing or refusing to take any action
hereunder and under any other Loan Document unless it shall first be indemnified
to its satisfaction by the Lenders pro rata against any and all liability, cost
and expense that it may incur by reason of taking or continuing to take any such
action.

11.6.     Employment
of Administrative Agents and Counsel.

The
Administrative Agent may execute any of its duties as the Administrative Agent
hereunder and under any other Loan Document by or through employees, agents, and
attorney-in-fact and shall not be answerable to the Lenders, except as to money
or securities received by it or its authorized agents, for the default or
misconduct of any such agents or attorneys-in-fact selected by it with
reasonable care. The Administrative Agent shall be entitled to advice of counsel
concerning the contractual arrangement between the Administrative Agent and the
Lenders and all matters pertaining to the Administrative Agent's duties
hereunder and under any other Loan Document.

11.7.     Reliance
on Documents; Counsel.

The
Administrative Agent shall be entitled to rely upon any Note, notice, consent,
certificate, affidavit, letter, telegram, statement, paper or document believed
by it to be genuine and correct and to have been signed or sent by the proper
person or persons, and, in respect to legal matters, upon the opinion of counsel
selected by the Administrative Agent, which counsel may be employees of the
Administrative Agent.

11.8.     The
Administrative Agent's Reimbursement and Indemnification.

The Lenders agree
to reimburse and indemnify the Administrative Agent ratably in proportion to
their respective Revolving Loan Commitments (i) for any amounts, which are not
unreasonable or excessive, not reimbursed by the Borrower for which the
Administrative Agent is entitled to reimbursement by the Borrower under the Loan
Documents, (ii) for any other reasonable expenses incurred by the Administrative
Agent on behalf of the Lenders, in connection with the preparation, execution,
delivery, administration and enforcement of the Loan Documents and (iii) for any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
or any reasonable costs, expenses or disbursements of any kind and nature
whatsoever which may be imposed on, incurred by or asserted against the
Administrative Agent in any way relating to or arising out of the Loan Documents
or any other document delivered in connection therewith or the transactions
contemplated thereby, or the enforcement of any of the terms thereof or of any
such other documents, provided that no Lender shall be liable for any of the
foregoing to the extent any of the foregoing is found in a final non-appealable
judgment by a court of competent jurisdiction to have arisen solely from the
Gross Negligence or willful misconduct of the Administrative Agent.

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11.9.     Rights
as a Lender.

With respect to
its Revolving Loan Commitment, Loans made by it and the Notes issued to it, the
Administrative Agent shall have the same rights and powers hereunder and under
any other Loan Document as any Lender and may exercise the same as though it
were not the Administrative Agent, and the term "Lender" or "Lenders" shall,
unless the context otherwise indicates, include the Administrative Agent in its
individual capacity. The Administrative Agent may accept deposits from, lend
money to, and generally engage in any kind of trust, debt, equity or other
transaction, in addition to those contemplated by this Agreement or any other
Loan Document, with the Borrower in which such Person is not prohibited hereby
from engaging with any other Person.

11.10.     Lender
Credit Decision.

Each Lender
acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on the financial statements
prepared by the Borrower and such other documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement and the other Loan Documents. Each Lender also acknowledges that it
will, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement and the other Loan Documents.

11.11.     Successor
Administrative Agent.

The
Administrative Agent may resign at any time by giving written notice thereof to
the Lenders and the Borrower. Upon any such resignation, the Required Lenders
shall have the right to appoint, on behalf of the Borrower and the Lenders, a
successor Administrative Agent. If no successor Administrative Agent shall have
been so appointed by the Required Lenders and shall have accepted such
appointment within thirty days after the retiring Administrative Agent's giving
notice of resignation, then the retiring Administrative Agent may appoint, on
behalf of the Borrower and the Lenders, a successor Administrative Agent.
Notwithstanding anything herein to the contrary, so long as no Default has
occurred and is continuing, each such successor Administrative Agent shall be
subject to approval by the Borrower, which approval shall not be unreasonably
withheld. Such successor Administrative Agent shall be a commercial bank having
capital and retained earnings of at least $500,000,000. Upon the acceptance of
any appointment as the Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations hereunder and under the
other Loan Documents. After any retiring Administrative Agent's resignation
hereunder as Administrative Agent, the provisions of this Article XI
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as the Administrative Agent
hereunder and under the other Loan Documents.

11.12.     Collateral
Documents.

(a)     Each
Lender authorizes the Administrative Agent to enter into each of the Collateral
Documents to which it is a party and to take all action contemplated by such
documents. Each Lender agrees that no Lender shall have the right individually
to seek to realize upon the security granted by any Collateral Document, it
being understood and agreed that such rights and remedies may be exercised
solely by the Administrative Agent for the benefit of the Holders of Obligations
upon the terms of the Collateral Documents.

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(b)     In
the event that any Collateral is hereafter pledged by any Person as collateral
security for the Obligations, the Administrative Agent is hereby authorized to
execute and deliver on behalf of the Holders of Obligations any Loan Documents
necessary or appropriate to grant and perfect a Lien on such Collateral in favor
of the Administrative Agent on behalf of the Holders of Obligations.

(c)     The
Lenders hereby authorize the Administrative Agent, at its option and in its
discretion, to release any Lien granted to or held by the Administrative Agent
upon any Collateral or release any Guarantor from its obligations under a
Guaranty (i) upon termination of the Commitments and payment and satisfaction of
all of the Obligations at any time arising under or in respect of this Agreement
or the Loan Documents or the transactions contemplated hereby or thereby; (ii)
as permitted by, but only in accordance with, the terms of the applicable Loan
Document; or (iii) if approved, authorized or ratified in writing by the
Required Lenders, unless such release is required to be approved by all of the
Lenders hereunder. Upon request by the Administrative Agent at any time, the
Lenders will confirm in writing the Administrative Agent's authority to release
particular types or items of Collateral pursuant to this Section
11.12(c).

(d)     Upon
any sale and transfer of Collateral or of a Subsidiary which is expressly
permitted pursuant to the terms of any Loan Document, or consented to in writing
by the Required Lenders or all of the Lenders, as applicable, and upon at least
five Business Days' prior written request by the Borrower, the Administrative
Agent shall (and is hereby irrevocably authorized by the Lenders to) execute
such documents as may be necessary to evidence the release of the Liens granted
to the Administrative Agent for the benefit of the Lenders herein or pursuant
hereto upon the Collateral that was sold or transferred and release the
applicable Guarantor from its obligations under the applicable Guaranty;
provided, however, that (i) the Administrative Agent shall not be
required to execute any such document on terms which, in the Administrative
Agent's opinion, would expose the Administrative Agent to liability or create
any obligation or entail any consequence other than the release of such Liens
without recourse or warranty, and (ii) such release shall not in any manner
discharge, affect or impair the Obligations or any Liens upon (or obligations of
the Borrower or any Subsidiary in respect of) all interests retained by the
Borrower or any Subsidiary, including (without limitation) the proceeds of the
sale, all of which shall continue to constitute part of the
Collateral.

ARTICLE XII.     SETOFF;
RATABLE PAYMENTS

12.1.     Setoff.

In addition to,
and without limitation of, any rights of the Lenders under applicable law, if
any Default occurs and is continuing, any indebtedness from any Lender to the
Borrower (including all account balances (other than those funds contained in
the Custody Agreement dated as of March 26, 2003 between the Borrower and
LaSalle Bank to the extent such funds do not constitute property of the
Borrower), whether provisional or final and whether or not collected or
available) may be offset and applied toward the payment of the Obligations owing
to such Lender, whether or not the Obligations, or any part hereof, shall then
be due.

12.2.     Ratable
Payments.

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

12.3.     Application
of Payments.

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

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

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

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

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

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

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

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

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

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

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12.4.     Relations Among Lenders.

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

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

ARTICLE XIII.     BENEFIT OF
AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

13.1.     Successors
and Assigns.

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

13.2.     Participations.

(A)     Permitted
Participants; Effect.

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

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(B)     Voting
Rights.

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

(C)     Benefit
of Setoff.

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

13.3.     Assignments.

(A)     Permitted
Assignments.

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

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(B)     Effect;
Effective Date.

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

(C)     The
Register.

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

13.4.     Confidentiality.

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

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13.5.     Dissemination
of Information.

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

ARTICLE
XIV.     NOTICES

14.1.     Giving
Notice.

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

14.2.     Change
of Address.

The Borrower, 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.

ARTICLE
XV.     COUNTERPARTS

This Agreement
may be executed in any number of counterparts, all of which taken together shall
constitute one agreement, and any of the parties 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 telex or
telephone, that it has taken such action.

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



|STRATEGIC ENERGY, L.L.C.  as the Borrower                                                 
|------------------------------------------------------------------------------------------
|                                                                                          
|                                                                                          
|By:  /s/Lee McCracken                                                                     
|                                                                                          
|Name:  Lee McCracken                                                                      
|Title:    Vice President, Finance                                                         
|                                                                                          
|Address:       Two Gateway
      Center                    Pittsburgh,
      PA 15222-1458
|Attention:               Lee
      McCracken                                              
|Telephone
No.:      412-394-5674                                                          
|Facsimile
      No.:        412-258-4866                                                  







---







|LASALLE BANK NATIONAL ASSOCIATION  as Administrative
      Agent, as a Lender and as an Issuing Bank       
|-----------------------------------------------------------------------------------------------------------
|                                                                                                           
|                                                                                                           
|By:  /s/Mark H. Veach                                                                                      
|                                                                                                           
|Name:  Mark H. Veach                                                                                       
|Title:    First Vice President                                                                             
|                                                                                                           
|Address:       One American Square,
      Suite
      1600                     Indianapolis,
      IN 46282
|Attention:         Mark H.
      Veach                                                                     
|Telephone No.: 317-756-7011                                                                                
|Facsimile
No.:   317-756-7021                                                                              









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|PNC BANK, National Association  as a Syndication Agent
      and Lender                                                                               
|------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                      
|                                                                                                                                                      
|By:  /s/Thomas A. Majeski                                                                                                                             
|                                                                                                                                                      
|Name:  Thomas A. Majeski                                                                                                                              
|Title:    Vice President                                                                                                                              
|                                                                                                                                                      
|Address:       One PNC Plaza,
      2nd
      Floor                    249
      Fifth
      Avenue                    Pittsburgh,
      PA 15222-2707
|Attention:         Thomas
      A. Majeski                                                                                                            
|Telephone No.: 412-762-2431                                                                                                                           
|Facsimile
No.:   412-762-6484                                                                                                                         









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|CITIZENS BANK OF PENNSYLVANIA  as Lender                                                                        
|----------------------------------------------------------------------------------------------------------------
|                                                                                                                
|                                                                                                                
|By:  /s/Dwayne R. Finney                                                                                        
|                                                                                                                
|Name:  Dwayne R. Finney                                                                                         
|Title:    Vice President                                                                                        
|                                                                                                                
|Address:       525 William Penn
      Place, 29th
      Floor                    Pittsburgh,
      PA 15219-1729
|Attention:         Dwayne
      R. Finney                                                                       
|Telephone No.: 412-867-2425                                                                                     
|Facsimile
No.:   412-552-6307                                                                                   









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|PROVIDENT BANK  as Lender                                                                 
|------------------------------------------------------------------------------------------
|                                                                                          
|                                                                                          
|By:  /s/William R. Dickson, Jr.                                                           
|                                                                                          
|Name:  William R. Dickson, Jr.                                                            
|Title:     Vice President                                                                 
|                                                                                          
|Address:       309 Vine Street --
      235D                    Cincinnati,
      OH 45202
|Attention:        William R.
      Dickson, Jr.                                           
|Telephone No.: 412-263-4759                                                               
|Facsimile
No.:   412-263-4732                                                             









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|FIFTH THIRD BANK  as Lender                                                               
|------------------------------------------------------------------------------------------
|                                                                                          
|                                                                                          
|By:  /s/Jim Janovsky                                                                      
|                                                                                          
|Name:  Jim Janovsky                                                                       
|Title:    Vice President                                                                  
|                                                                                          
|Address:        1404 East Ninth
      Street                     Cleveland,
      OH 44114
|Attention:         Jim
      Janovsky                                                     
|Telephone No.: 412-937-1855 x 27                                                          
|Facsimile
No.:   412-937-9896