AMENDED ANDRESTATED CREDIT AGREEMENT

DATED AS OF JUNE29, 2001

AMONG

INFRASTRUXGROUP, INC.,

As Borrower

PUGETENERGY, INC.,

as Guarantor

THE LENDERS,

BANK ONE, NA,

ASADMINISTRATIVE AGENT AND LC ISSUER

THEINDUSTRIAL BANK OF JAPAN, LIMITED,

ASSYNDICATION AGENT, CO-LEAD ARRANGER

AND CO-BOOKRUNNER

KEYBANKNATIONAL ASSOCIATION,

ASDOCUMENTATION AGENT

AND

BANC ONECAPITAL MARKETS, INC.

AS CO-LEADARRANGER AND CO-BOOK RUNNER

AMENDED ANDRESTATED CREDIT AGREEMENT

        ThisAgreement, dated as of June 29, 2001, is among InfrastruX Group, Inc., aWashington corporation (the “Borrower”), Puget Energy, Inc., aWashington corporation (the “Guarantor”), the Lenders, Bank One, NA, anational banking association having its principal office in Chicago, Illinois,as Administrative Agent and LC Issuer, The Industrial Bank of Japan, Limited, asSyndication Agent, and KeyBank National Association, as Documentation Agent. Theparties hereto agree as follows: 

        WHEREAS,the Borrower, certain financial institutions, Bank One, NA, as AdministrativeAgent and LC Issuer, The Industrial Bank of Japan, Limited, as Syndication Agentand The Bank of New York, as Documentation Agent are parties to a CreditAgreement dated as of March 30, 2001 (the “Existing CreditAgreement”); 

        WHEREAS, the partieshave agreed to amend and restate the Existing Credit Agreement;

        NOW,THEREFORE, in consideration of the mutual agreements, provisions and covenantscontained herein, the Existing Credit Agreement shall be amended and restated toread in its entirety as follows: 

ARTICLE I.

DEFINITIONS

        As used in this Agreement: 

        “AdministrativeAgent” means the Agent. 

        “Advance”means a borrowing hereunder, (i) made by the Lenders on the same Borrowing Date,or (ii) converted or continued by the Lenders on the same date of conversion orcontinuation, consisting, in either case, of the aggregate amount of the severalLoans of the same Type and, in the case of Eurodollar Loans, for the sameInterest 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 deemedto control another Person if the controlling Person owns 10% or more of anyclass of voting securities (or other ownership interests) of the controlledPerson or possesses, directly or indirectly, the power to direct or cause thedirection of the management or policies of the controlled Person, whetherthrough ownership of stock, by contract or otherwise. 

        “Agent”means Bank One in its capacity as contractual representative of the Lenderspursuant to Article X, and not in its individual capacity as a Lender, and anysuccessor Agent appointed pursuant to Article X. 

        “AggregateCommitment”  means the aggregate of the Commitments of all the Lenders,  asreduced from time to time pursuant to the terms hereof. 

        “AggregateOutstanding  Credit  Exposure”  means,  at any time,  the  aggregate of theOutstanding Credit Exposure of all the Lenders. 

        “Agreement”means this credit agreement, as it may be amended or modified and in effectfrom time to time. 

        “AgreementAccounting Principles” means generally accepted accounting principles as ineffect from time to time, applied in a manner consistent with that used inpreparing the financial statements referred to in Section 5.4. 

        “AlternateBase Rate” means, for any day, a rate of interest per annum equal to thehigher of (i) the Prime Rate for such day and (ii) the sum of the Federal FundsEffective Rate for such day plus 1/2% per annum. 

        “ApplicableFee Rate” means, at any time, the percentage rate per annum at whichfacility fees are accruing on the Aggregate Commitment (regardless of usage) atsuch time as set forth in the Pricing Schedule. 

        “ApplicableMargin” means, with respect to Advances of any Type at any time, thepercentage rate per annum which is applicable at such time with respect toAdvances of such Type as set forth in the Pricing Schedule. 

        “Arrangers” means Banc One Capital Markets, Inc., Co-Lead Arranger and Co-Book Runner and The Industrial Bank of Japan,Co-Lead Arranger and Co-Book Runner and their successors.

        “Article”means an article of this Agreement unless another document is specificallyreferenced. 

        “AuthorizedOfficer” means any of the chief executive officer, president, chiefoperating officer or chief financial officer of the Borrower, acting singly orany of the vice president and chief financial officer, president and chiefexecutive officer, vice president and general counsel, corporate secretary orassistant secretary of the Guarantor, acting singly. Unless the contextotherwise requires, the term “Authorized Officer” shall refer to anAuthorized Officer of the Borrower. 

        “AvailableAggregate Commitment” means, at any time, the Aggregate Commitment then ineffect minus the Aggregate Outstanding Credit Exposure at such time. 

        “Bank      One”means Bank One, NA, a national banking  association  having its principal officein Chicago, Illinois, in its individual capacity, and its successors.

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

        “BorrowingNotice” is defined in Section 2.8.

        “BusinessDay” means (i) with respect to any borrowing, payment or rate selection ofEurodollar Advances, a day (other than a Saturday or Sunday) on which banksgenerally are open in Chicago and New York for the conduct of substantially allof their commercial lending activities, interbank wire transfers can be made onthe Fedwire system and dealings in United States dollars are carried on in theLondon interbank market and (ii) for all other purposes, a day (other than aSaturday or Sunday) on which banks generally are open in Chicago for the conductof substantially all of their commercial lending activities and interbank wiretransfers can be made on the Fedwire system. 

        “CapitalExpenditures” means, without duplication, any expenditures for any purchaseor other acquisition of any asset which would be classified as a fixed orcapital asset on a consolidated balance sheet of the Guarantor and itsSubsidiaries prepared in accordance with Agreement Accounting Principles. 

        “CapitalizedLease” of a Person means any lease of Property by such Person as lesseewhich would be capitalized on a balance sheet of such Person prepared inaccordance with Agreement Accounting Principles. 

        “CapitalizedLease Obligations” of a Person means the amount of the obligations of suchPerson under Capitalized Leases which would be shown as a liability on a balancesheet of such Person prepared in accordance with Agreement AccountingPrinciples. 

        “Changein Control” means (i) the acquisition, directly or indirectly, by anyPerson, or two or more Persons acting in concert, of beneficial ownership(within the meaning of Rule 13d-3 of the Securities and Exchange Commissionunder the Securities Exchange Act of 1934) of 20% or more of the outstandingshares of voting stock of the Guarantor; or (ii) the Guarantor shall cease toown, directly or indirectly, free and clear of all Liens or other encumbrances,(A) all the outstanding shares of voting stock of PSE on a fully dilutedbasis, and (B) 80% or more of the outstanding shares of voting stock of theBorrower on a fully diluted basis. 

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

        “CollateralShortfall Amount” is defined in Section 8.1.

        “Commitment”means, for each Lender, the obligation of such Lender to make Loans, andparticipate in Facility LCs issued upon the application of, the Borrower in anaggregate amount not exceeding the amount set forth opposite its signaturebelow, as it may be modified as a result of any assignment that has becomeeffective pursuant to Section 13.3.2 or as otherwise modified from time totime pursuant to the terms hereof. 

        “ConsolidatedEBIT” means Consolidated Net Income *plus*, to the extent deductedfrom revenues in determining Consolidated Net Income, (i) Consolidated InterestExpense and (ii) expense for taxes paid or accrued, all calculated for theGuarantor and its Subsidiaries on a consolidated basis. 

        “Consolidated Indebtedness” means at any time the Indebtedness of the Guarantor and its Subsidiaries calculated on aconsolidated basis as of such time.

        “Consolidated Interest Expense” means, with reference to any period, the interest expense of the Guarantor and itsSubsidiaries calculated on a consolidated basis for such period.

        “Consolidated Net Income” means, with reference to any period, the net income (or loss) of the Guarantor and itsSubsidiaries calculated on a consolidated basis for such period.

        “Consolidated Net Worth” means at any time the consolidated stockholders' equity of the Guarantor and its Subsidiariescalculated on a consolidated basis as of such time.

        “Consolidated Total Capitalization” means at any time the sum of Consolidated Indebtedness and Consolidated Net Worth, eachcalculated at such time.

        “ContingentObligation” of a Person means any agreement, undertaking or arrangement bywhich such Person assumes, guarantees, endorses (other than endorsements ofchecks and other negotiable instruments for the purpose of collection in theordinary course of business), contingently agrees to purchase or provide fundsfor the payment of, or otherwise becomes or is contingently liable upon, theobligation or liability of any other Person, or agrees to maintain the net worthor working capital or other financial condition of any other Person, orotherwise assures any creditor of such other Person against loss, including,without limitation, any operating agreement, take-or-pay contract or theobligations of any such Person as general partner of a partnership with respectto the liabilities of the partnership. 

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

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

        “CreditExtension” means the making of a Loan or the issuance of a Facility LChereunder. 

        “CreditExtension Date” means the Borrowing Date for an Advance or the issuancedate for a Facility LC. 

        “Default” means an event described in Article VII.

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

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

        “Eurodollar Advance” means an Advance which, except as otherwise provided in Section 2.11, bears interest at the applicableEurodollar Rate.

        “EurodollarBase Rate” means, with respect to a Eurodollar Advance for the relevantInterest Period, the applicable British Bankers’ Association InterestSettlement Rate for deposits in U.S. dollars appearing on Reuters Screen FRBD asof 11:00 a.m. (London time) two Business Days prior to the first day of suchInterest Period, and having a maturity equal to such Interest Period,*provided*that, (i) if Reuters Screen FRBD is not available to the Agentfor any reason, the applicable Eurodollar Base Rate for the relevant InterestPeriod shall instead be the applicable British Bankers’ AssociationInterest Settlement Rate for deposits in U.S. dollars as reported by any othergenerally recognized financial information service as of 11:00 a.m. (Londontime) two Business Days prior to the first day of such Interest Period, andhaving a maturity equal to such Interest Period, and (ii) if no such BritishBankers’ Association Interest Settlement Rate is available to the Agent,the applicable Eurodollar Base Rate for the relevant Interest Period shallinstead be the rate determined by the Agent to be the rate at which Bank One orone of its Affiliate banks offers to place deposits in U.S. dollars withfirst-class banks in the London interbank market at approximately 11:00 a.m.(London time) two Business Days prior to the first day of such Interest Period,in the approximate amount of Bank One’s relevant Eurodollar Loan and havinga maturity equal to such Interest Period. 

        “Eurodollar Loan” means a Loan which, except as otherwise provided in Section 2.11, bears interest at the applicableEurodollar Rate.

        “EurodollarRate” means, with respect to a Eurodollar Advance for the relevant InterestPeriod, the sum of (i) the quotient of (a) the Eurodollar Base Rate applicableto such Interest Period, divided by (b) one minus the Reserve Requirement(expressed as a decimal) applicable to such Interest Period, plus (ii) theApplicable Margin. 

        “ExcludedTaxes” means, in the case of each Lender or applicable Lending Installationand the Agent, taxes imposed on its overall net income, gross receipts taxes(imposed in lieu of income taxes) imposed on it, and franchise taxes imposed onit, by (i) the jurisdiction under the laws of which such Lender or theAgent is incorporated or organized (ii) the jurisdiction in which theAgent’s or such Lender’s principal executive office or suchLender’s applicable Lending Installation is located or (ii) any otherjurisdiction in which the Lender has an office. 

        “Exhibit”refers to an exhibit to this Agreement, unless another document is specificallyreferenced. 

        “Facility LC” is defined in Section 2.18.1.

        “Facility LC Application” is defined in Section 2.18.3.

        “Facility LC Collateral Account” is defined in Section 2.18.11.

        “Facility Termination Date” means June 30, 2004 or any earlier date on which the Aggregate Commitment is reduced to zero orotherwise terminated pursuant to the terms hereof.

        “FederalFunds Effective Rate” means, for any day, an interest rate per annum equalto the weighted average of the rates on overnight Federal funds transactionswith members of the Federal Reserve System arranged by Federal funds brokers onsuch day, as published for such day (or, if such day is not a Business Day, forthe 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, theaverage of the quotations at approximately 10:00 a.m. (Chicago time) on such dayon such transactions received by the Agent from three Federal funds brokers ofrecognized standing selected by the Agent in its sole discretion. 

        “FloatingRate” means, for any day, a rate per annum equal to (i) the Alternate BaseRate for such day plus (ii) the Applicable Margin, changing when and as theAlternate Base Rate changes. 

        “FloatingRate Advance” means an Advance which, except as otherwise provided inSection 2.11, bears interest at the Floating Rate. 

        “FloatingRate Loan” means a Loan which, except as otherwise provided inSection 2.11, bears interest at the Floating Rate. 

        “Guaranty” means the obligations of the Guarantor under Article IX hereof.

        “Indebtedness”of a Person means, without duplication, such Person’s (i) obligations forborrowed money, (ii) obligations representing the deferred purchase price ofProperty or services (other than accounts payable arising in the ordinary courseof such Person’s business payable on terms customary in the trade), (iii)obligations, whether or not assumed, secured by Liens or payable out of theproceeds or production from Property now or hereafter owned or acquired by suchPerson, (iv) obligations which are evidenced by notes, acceptances, or otherinstruments, (v) obligations of such Person to purchase securities or otherProperty arising out of or in connection with the sale of the same orsubstantially similar securities or Property, (vi) Capitalized LeaseObligations, (vii) obligations in respect of letters of credit or similarinstruments which are issued upon the application of such Person or upon whichsuch Person is an account party or for which such Person is any way liable,(viii) Off-Balance Sheet Liabilities and (ix) Contingent Obligations withrespect to Indebtedness of other Persons; *provided, however,* that anyfinancing pursuant to “energy efficiency transaction” under RevisedCode of Washington Section 80.28 shall not be deemed to be Indebtedness. 

        “InterestPeriod” means, with respect to a Eurodollar Advance, a period of one, twoor three months commencing on a Business Day selected by the Borrower pursuantto this Agreement. Such Interest Period shall end on the day which correspondsnumerically to such date one, two or three months thereafter, *provided*,*however*, that if there is no such numerically corresponding day in suchnext, second or third succeeding month, such Interest Period shall end on thelast Business Day of such next, second or third succeeding month. If such anInterest Period would otherwise end on a day which is not a Business Day, suchInterest Period shall end on the next succeeding Business Day, *provided*,*however*, that if said next succeeding Business Day falls in a newcalendar month, such Interest Period shall end on the immediately precedingBusiness Day. 

        “Investment”of a Person means any loan, advance (other than commission, travel and similaradvances to officers and employees made in the ordinary course of business),extension of credit (other than accounts receivable arising in the ordinarycourse of business on terms customary in the trade) or contribution of capitalby such Person; stocks, bonds, mutual funds, partnership interests, notes,debentures or other securities owned by such Person; any deposit accounts andcertificate of deposit owned by such Person; and structured notes, derivativefinancial instruments and other similar instruments or contracts owned by suchPerson. 

        “LC Fee” is defined in Section 2.18.4.

        “LC Issuer” means Bank One (or any subsidiary or affiliate of Bank One designated by Bank One) in its capacity as issuer ofFacility LCs hereunder.

        “LCObligations” means, at any time, the sum, without duplication, of (i) theaggregate undrawn stated amount under all Facility LCs outstanding at such timeplus (ii) the aggregate unpaid amount at such time of all ReimbursementObligations. 

        “LC Payment Date” is defined in Section 2.18.5.

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

        “Lending Installation” means, with respect to a Lender or the Agent, the office, branch, subsidiary or Affiliate of suchLender or the Agent listed on the signature pages hereof or on a Schedule or otherwise selected by such Lender or the Agent pursuantto Section 2.16.

        “Letterof Credit” of a Person means a letter of credit or similar instrument whichis issued upon the application of such Person or upon which such Person is anaccount party or for which such Person is in any way liable. 

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

        “Loan” means, with respect to a Lender, such Lender's loan made pursuant to Article II (or any conversion or continuationthereof).

        “Loan Documents” means this Agreement, the Facility LC Applications, the Subsidiary Guaranty and any Notes issued pursuantto Section 2.13.

        “MaterialAdverse Effect” means a material adverse effect on (i) the business,Property, condition (financial or otherwise) or results of operations, at anytime, of the Guarantor and its Subsidiaries taken as a whole or of the Borrowerand its Subsidiaries taken as a whole, (ii) the ability of the Guarantor or theBorrower to perform its obligations under the Loan Documents to which it is aparty, or (iii) the validity or enforceability of any of the Loan Documents orthe rights or remedies of the Agent, the LC Issuer or the Lenders thereunder. 

        “Material Indebtedness” is defined in Section 7.5.

        “MaterialSubsidiary” means a Subsidiary of the Guarantor (i) the assets of whichrepresent more than 15% of the consolidated assets of the Guarantor and itsSubsidiaries as would be shown in the consolidated financial statements of theGuarantor and its Subsidiaries as at the beginning of the twelve-month periodending with the month in which such determination is made, or (ii) the net salesor net income of which represent more than 15% of the consolidated net sales orof the consolidated net income of the Guarantor and its Subsidiaries asreflected in the financial statements referred to in clause (i) above. 

        “Modify” and “Modification” are defined in Section 2.18.1.

        “Moody's” means Moody's Investors Service, Inc.

        “MultiemployerPlan” means a Plan maintained pursuant to a collective bargaining agreementand to which the Borrower or any member of the Controlled Group is a party andto which more than one employer is obligated to make contributions. 

        “Non-U.S. Lender” is defined in Section 3.5(iv).

        “Note” is defined in Section 2.13.

        “Obligations”means all unpaid principal of and accrued and unpaid interest on the Loans, allReimbursement Obligations, all accrued and unpaid fees and all expenses,reimbursements, indemnities and other obligations of the Borrower to the Lendersor to any Lender, the Agent or any indemnified party arising under the LoanDocuments. 

        “Off-BalanceSheet Liability” of a Person means (i) any repurchase obligation orliability of such Person with respect to accounts or notes receivable sold bysuch Person, (ii) any liability under any Sale and Leaseback Transaction whichis not a Capitalized Lease, (iii) any liability under any so-called“synthetic lease” transaction entered into by such Person, or (iv) anyobligation arising with respect to any other transaction which is the functionalequivalent of or takes the place of borrowing but which does not constitute aliability on the balance sheets of such Person, but excluding from this clause(iv) Operating Leases; *provided*, *however*, that any financingpursuant to energy efficiency transactions under Revised Code of WashingtonSection 80.28 shall not be deemed to be an Off-Balance Sheet Liability. 

        “OperatingLease” of a Person means any lease of Property (other than a CapitalizedLease) by such Person as lessee which has an original term (including anyrequired renewals and any renewals effective at the option of the lessor) of oneyear or more. 

        “Other Taxes” is defined in Section 3.5(ii).

        “OutstandingCredit Exposure” means, as to any Lender at any time, the sum of (i) theaggregate principal amount of its Loans outstanding at such time, plus (ii) anamount equal to its Pro Rata Share of the LC Obligations at such time. 

        “Participants” is defined in Section 13.2.1.

        “PaymentDate” means the last day of each calendar quarter commencing the first suchdate after the date hereof. 

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

        “Person” means any natural person, corporation, firm, joint venture, partnership, limited liability company, association,enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department orinstrumentality thereof.

        “Plan”means an employee pension benefit plan (as defined in Section 3(2) ofERISA) which is covered by Title IV of ERISA or subject to the minimum fundingstandards under Section 412 of the Code as to which the Borrower or anymember of the Controlled Group may have any liability. 

        “Pricing Schedule” means the Schedule attached hereto identified as such.

        “PrimeRate” means a rate per annum equal to the prime rate of interest announcedfrom time to time by Bank One or its parent (which is not necessarily the lowestrate charged to any customer), changing when and as said prime rate changes. 

        “ProRata Share” means, with respect to a Lender, a portion equal to a fractionthe numerator of which is such Lender’s Commitment and the denominator ofwhich is the Aggregate Commitment. 

        “Property”of a Person means any and all property, whether real, personal, tangible,intangible, or mixed, of such Person, or other assets owned, leased or operatedby such Person. 

        “PSE” means Puget Sound Energy, Inc., a Washington corporation.

        “Purchasers” is defined in Section 13.3.1.

        “RateManagement Transaction” means any transaction (including an agreement withrespect thereto) now existing or hereafter entered into by the Guarantor or anySubsidiary which is a rate swap, basis swap, forward rate transaction, commodityswap, commodity option, equity or equity index swap, equity or equity indexoption, bond option, interest rate option, foreign exchange transaction, captransaction, floor transaction, collar transaction, forward transaction,currency swap transaction, cross-currency rate swap transaction, currency optionor any other similar transaction (including any option with respect to any ofthese transactions) or any combination thereof, whether linked to one or moreinterest rates, foreign currencies, commodity prices, equity prices or otherfinancial measures; *provided*, that, in calculating the value of RateManagement Transactions, offsetting Rate Management Transactions with the samecounterparty shall be netted so long as netting is permitted with respectthereto. 

        “RegulationD” means Regulation D of the Board of Governors of the Federal ReserveSystem as from time to time in effect and any successor thereto or otherregulation or official interpretation of said Board of Governors relating toreserve requirements applicable to member banks of the Federal Reserve System. 

        “RegulationU” means Regulation U of the Board of Governors of the Federal ReserveSystem as from time to time in effect and any successor or other regulation orofficial interpretation of said Board of Governors relating to the extension ofcredit by banks for the purpose of purchasing or carrying margin stocksapplicable to member banks of the Federal Reserve System. 

        “ReimbursementObligations” means, at any time, the aggregate of all obligations of theBorrower then outstanding under Section 2.18 to reimburse the LC Issuer foramounts paid by the LC Issuer in respect of any one or more drawings underFacility LCs. 

        “ReportableEvent” means a reportable event as defined in Section 4043 of ERISAand the regulations issued under such section, with respect to a Plan,excluding, however, such events as to which the 30-day notice requirement ofSection 4043(a) of ERISA has been waived by statute, regulation orotherwise. 

        “Rentals”of a Person means the aggregate fixed amounts payable by such Person under anyOperating Lease. 

        “Reports” is defined in Section 10.6.

        “RequiredLenders” means Lenders in the aggregate having at least 51% of theAggregate Commitment or, if the Aggregate Commitment has been terminated,Lenders in the aggregate holding at least 51% of the aggregate unpaid principalamount of the Aggregate Outstanding Credit Exposure. 

        “ReserveRequirement” means, with respect to an Interest Period, the maximumaggregate reserve requirement (including all basic, supplemental, marginal andother reserves) which is imposed under Regulation D on Eurocurrency liabilities. 

        “Sale and Leaseback Transaction” means any sale or other transfer of Property by any Person with the intent to lease suchProperty as lessee.

        “S&P”means Standard and Poor’s Ratings Services, a division of The McGraw HillCompanies, Inc. 

        “Schedule”refers to a specific schedule to this Agreement, unless another document isspecifically referenced. 

        “Section”means a numbered Section of this Agreement, unless another document isspecifically referenced. 

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

        “Subsidiary”of a Person means (i) any corporation more than 50% of the outstandingsecurities having ordinary voting power of which shall at the time be owned orcontrolled, directly or indirectly, by such Person or by one or more of itsSubsidiaries or by such Person and one or more of its Subsidiaries, or (ii) anypartnership, limited liability company, association, joint venture or similarbusiness organization more than 50% of the ownership interests having ordinaryvoting power of which shall at the time be so owned or controlled. Unlessotherwise expressly provided, all references herein to a “Subsidiary”shall mean a Subsidiary of the Guarantor. 

        “SubsidiaryGuaranty” means a guaranty of the Subsidiaries of the Borrower insubstantially the form of Exhibit G. 

        “SubstantialPortion” means, with respect to the Property of the Guarantor and itsSubsidiaries, Property which (i) represents more than 20% of the consolidatedassets of the Guarantor and its Subsidiaries as would be shown in theconsolidated financial statements of the Guarantor and its Subsidiaries as atthe beginning of the twelve-month period ending with the month in which suchdetermination is made, or (ii) is responsible for more than 20% of theconsolidated net income of the Guarantor and its Subsidiaries as reflected inthe financial statements referred to in clause (i) above. 

        “Taxes”means any and all present or future taxes, duties, levies, imposts, deductions,charges or withholdings, and any and all liabilities with respect to theforegoing, but *excluding* Excluded Taxes and Other Taxes. 

        “Transferee” is defined in Section 13.5.

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

        “UnfundedLiabilities” means the amount (if any) by which the present value of allvested and unvested accrued benefits under all Single Employer Plans exceeds thefair market value of the assets of all such Plans all determined for each Planas of the then most recent valuation date for such Plans using the actuarialassumptions used to fund such Plan. 

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

        “Wholly-OwnedSubsidiary” of a Person means (i) any Subsidiary all of the outstandingvoting securities of which shall at the time be owned or controlled, directly orindirectly, by such Person or one or more Wholly-Owned Subsidiaries of suchPerson, or (ii) any partnership, limited liability company, association, jointventure or similar business organization 100% of the ownership interests havingordinary voting power of which shall at the time be so owned or controlled. 

        Theforegoing definitions shall be equally applicable to both the singular andplural forms of the defined terms. 

ARTICLE II.

THE CREDITS

2.1 Commitment. Fromand including the date of this Agreement and prior to the Facility TerminationDate, each Lender severally agrees, on the terms and conditions set forth inthis Agreement, to (i) make Loans to the Borrower and (ii) participate inFacility LCs issued upon the request of the Borrower, *provided* that,after giving effect to the making of each such Loan and the issuance of eachsuch Facility LC, such Lender’s Outstanding Credit Exposure shall notexceed its Commitment. Subject to the terms of this Agreement, the Borrowermay borrow, repay and reborrow at any time prior to the FacilityTermination Date. The Commitments to extend credit hereunder shall expire on theFacility Termination Date. The LC Issuer will issue Facility LCs hereunder onthe terms and conditions set forth in Section 2.18. 

2.2      Required Payments; Termination.  The Aggregate Outstanding Credit Exposure and all other unpaid Obligations shall be paid infull by the Borrower on the Facility Termination Date.

2.3      Ratable Loans.  Each Advance hereunder shall consist of Loans made from the several Lenders ratably according to their ProRata Shares.

2.4      Types of Loans.  The Loans may be Floating Rate Loans or Eurodollar Loans, or a combination thereof, selected by theBorrower in accordance with Sections 2.8 and 2.9.

2.5      Fees; Reductions in Aggregate Commitment.

        (i)The Borrower agrees to pay to the Agent for the account of each Lender accordingto its Pro Rata Share a facility fee at a per annum rate equal to the ApplicableFee Rate on the average daily Aggregate Commitment (regardless of usage) fromthe date hereof to and including the Facility Termination Date, payable on eachPayment Date hereafter and on the Facility Termination Date. The Borrowermay permanently reduce the Aggregate Commitment in whole, or in partratably among the Lenders in a minimum amount of $10,000,000 and an integralmultiple of $1,000,000, upon at least three Business Days’ written noticeto the Agent, which notice shall specify the amount of any such reduction,*provided*, *however*, that the amount of the Aggregate Commitmentmay not be reduced below the Aggregate Outstanding Credit Exposure. Allaccrued commitment fees shall be payable on the effective date of anytermination of the obligations of the Lenders to make Credit Extensionshereunder. Borrower may terminate the Aggregate Commitment at any time, providedthat the Borrower provides at least three Business Days’ written notice tothe Agent of Borrower’s election to terminate and that the AggregateOutstanding Credit Exposure is reduced to zero on or before the effective dateof the termination. 

        (ii)The Borrower agrees to pay a utilization fee for any period of time with respectto which the outstanding Loans exceed 33-1/3% of the Aggregate Commitment, whichfee shall be payable on each Payment Date in the amount set forth in the PricingSchedule. 

2.6      Minimum Amount of Each Advance.  Each Advance shall be in the minimum amount of $2,500,000, provided, however, that anyFloating Rate Advance may be in the amount of the Available Aggregate Commitment.

2.7 Optional PrincipalPayments. The Borrower may from time to time pay, without penalty orpremium, all outstanding Advances or in a minimum aggregate amount of $2,500,000upon three Business Days’ prior notice to the Agent in the case ofEurodollar Advances and one Business Day’s prior notice to the Agent in thecase of Floating Rate Advances, subject in the case of Eurodollar Advances tothe payment of any funding indemnification amounts required by Section 3.4but without penalty or premium. 

2.8 Method of SelectingTypes and Interest Periods for New Advances. The Borrower shall select theType of Loan and, in the case of each Eurodollar Advance, the Interest Periodapplicable thereto from time to time. The Borrower shall give the Agentirrevocable notice (a “Borrowing Notice”) not later than noon (Chicagotime) (a) on the proposed Borrowing Date of each Floating Rate Advance and (b)at least three Business Days before the Borrowing Date for each EurodollarAdvance, specifying: 

        (i)      the Borrowing Date, which shall be a Business Day, of such Advance,

        (ii)     the aggregate amount of such Advance,

        (iii)    the Type of Advance selected, and

        (iv)     in the case of each Eurodollar Advance, the Interest Period applicable thereto.

Not later than 2:00 p.m.(Chicago time) on each Borrowing Date, each Lender shall make available its Loanor Loans in funds immediately available in Chicago to the Agent at its addressspecified pursuant to Article XIV. The Agent will make the funds so receivedfrom the Lenders available to the Borrower at the Agent’s aforesaidaddress. 

2.9 Conversion andContinuation of Outstanding Advances. Floating Rate Advances shall continueas Floating Rate Advances unless and until such Floating Rate Advances areconverted into Eurodollar Advances pursuant to this Section 2.9 or arerepaid in accordance with Section 2.7. Each Eurodollar Advance shallcontinue as a Eurodollar Advance until the end of the then applicable InterestPeriod therefor, at which time such Eurodollar Advance shall be automaticallyconverted into a Floating Rate Advance unless (x) such Eurodollar Advance is orwas repaid in accordance with Section 2.7 or (y) the Borrower shall havegiven the Agent a Conversion/Continuation Notice (as defined below) requestingthat, at the end of such Interest Period, such Eurodollar Advance continue as orconvert into, a Eurodollar Advance for the same or another Interest Period or aFloating Rate Advance. Subject to the terms of Section 2.6, the Borrowermay elect from time to time to convert all or any part of a Floating RateAdvance into a Eurodollar Advance. The Borrower shall give the Agent irrevocablenotice (a “Conversion/Continuation Notice”) of each conversion of aFloating Rate Advance into a Eurodollar Advance or continuation of a EurodollarAdvance not later than noon (Chicago time) at least three Business Days prior tothe date of the requested conversion or continuation, specifying: 

        (i)      the requested date, which shall be a Business Day, of such conversion or continuation,

        (ii)     the aggregate amount and Type of the Advance which is to be converted or continued, and

        (iii)the amount of such Advance which is to be converted into or continued as aEurodollar Advance and the duration of the Interest Period applicable thereto. 

2.10 Changes in InterestRate, etc. Each Floating Rate Advance shall bear interest on the outstandingprincipal amount thereof, for each day from and including the date such Advanceis made or is automatically converted from a Eurodollar Advance into a FloatingRate Advance pursuant to Section 2.9, to but excluding the date it is paidor is converted into a Eurodollar Advance pursuant to Section 2.9 hereof,at a rate per annum equal to the Floating Rate for such day. Changes in the rateof interest on that portion of any Advance maintained as a Floating Rate Advancewill take effect simultaneously with each change in the Alternate Base Rate.Each Eurodollar Advance shall bear interest on the outstanding principal amountthereof from and including the first day of the Interest Period applicablethereto to (but not including) the last day of such Interest Period at theEurodollar Rate determined by the Agent as applicable to such Eurodollar Advancebased upon the Borrower’s selections under Sections 2.8 and 2.9 andotherwise in accordance with the terms hereof. No Interest Periodmay end after the Facility Termination Date. 

2.11 Rates ApplicableAfter Default. Notwithstanding anything to the contrary contained inSection 2.8 or 2.9, during the continuance of a Default or UnmaturedDefault the Required Lenders may, at their option, by notice to the Borrower(which notice may be revoked at the option of the Required Lendersnotwithstanding any provision of Section 8.2 requiring unanimous consent ofthe Lenders to changes in interest rates), declare that no Advance may be madeas, converted into or continued as a Eurodollar Advance. During the continuanceof a Default the Required Lenders may, at their option, by notice to theBorrower (which notice may be revoked at the option of the Required Lendersnotwithstanding any provision of Section 8.2 requiring unanimous consent ofthe Lenders to changes in interest rates), declare that (i) each EurodollarAdvance shall bear interest for the remainder of the applicable Interest Periodat the rate otherwise applicable to such Interest Period plus 1% per annum, (ii)each Floating Rate Advance shall bear interest at a rate per annum equal to theFloating Rate in effect from time to time plus 1% per annum and (iii) the LC Feeshall be increased by 1% per annum, *provided* that, during the continuanceof a Default under Section 7.6 or 7.7, the interest rates set forth inclauses (i) and (ii) above and the increase in the LC Fee set forth in clause(iii) above shall be applicable to all Credit Extensions without any election oraction on the part of the Agent or any Lender. 

2.12 Method ofPayment. All payments of the Obligations hereunder shall be made, withoutsetoff, deduction, or counterclaim, in immediately available funds to the Agentat the Agent’s address specified pursuant to Article XIV, or at any otherLending Installation of the Agent specified in writing by the Agent to theBorrower, by noon (local time) on the date when due and shall (except in thecase of Reimbursement Obligations for which the LC Issuer has not been fullyindemnified by the Lenders, or as otherwise specifically required hereunder) beapplied ratably by the Agent among the Lenders. Each payment delivered to theAgent for the account of any Lender shall be delivered promptly by the Agent tosuch Lender in the same type of funds that the Agent received at its addressspecified pursuant to Article XIV or at any Lending Installation specified in anotice received by the Agent from such Lender. Each reference to the Agent inthis Section 2.12 shall also be deemed to refer, and shall apply equally,to the LC Issuer, in the case of payments required to be made by the Borrower tothe LC Issuer pursuant to Section 2.18.6. 

2.13 Noteless Agreement;Evidence of Indebtedness. (i) Each Lender shall maintain in accordance withits usual practice an account or accounts evidencing the indebtedness of theBorrower to such Lender resulting from each Loan made by such Lender from timeto time, including the amounts of principal and interest payable and paid tosuch Lender from time to time hereunder. 

        (ii)The Agent shall also maintain accounts in which it will record (a) the amount ofeach Loan made hereunder, the Type thereof and the Interest Period with respectthereto, (b) the amount of any principal or interest due and payable or tobecome due and payable from the Borrower to each Lender hereunder, (c) theoriginal stated amount of each Facility LC and the amount of LC Obligationsoutstanding at any time, and (d) the amount of any sum received by the Agenthereunder from the Borrower and each Lender’s share thereof. 

        (iii)The entries maintained in the accounts maintained pursuant to paragraphs (i) and(ii) above shall be *prima facie* evidence of the existence and amounts ofthe Obligations therein recorded; *provided*, *however*, that thefailure of the Agent or any Lender to maintain such accounts or any errortherein shall not in any manner affect the obligation of the Borrower to repaythe Obligations in accordance with their terms. 

        (iv)Any Lender may request that its Loans be evidenced by a promissory note (a“Note”) in substantially the form of Exhibit E. In such event,the Borrower shall prepare, execute and deliver to such Lender a Note payable tothe order of such Lender in a form supplied by the Agent and reasonablyacceptable to the Borrower. Thereafter, the Loans evidenced by such Note andinterest thereon shall at all times (including after any assignment pursuant toSection 13.3) be represented by one or more Notes payable to the order ofthe payee named therein or any assignee pursuant to Section 13.3, except tothe extent that any such Lender or assignee subsequently returns any such Notefor cancellation and requests that such Loans once again be evidenced asdescribed in paragraphs (i) and (ii) above. 

2.14 Interest PaymentDates; Interest and Fee Basis. Interest accrued on each Floating RateAdvance shall be payable on each Payment Date, commencing with the first suchdate to occur after the date hereof, on any date on which the Floating RateAdvance is prepaid, whether due to acceleration or otherwise, and at maturity.Interest accrued on that portion of the outstanding principal amount of anyFloating Rate Advance converted into a Eurodollar Advance on a day other than aPayment Date shall be payable on the date of conversion. Interest accrued oneach Eurodollar Advance shall be payable on the last day of its applicableInterest Period, on any date on which the Eurodollar Advance is prepaid, whetherby acceleration or otherwise, and at maturity. Interest accrued on eachEurodollar Advance having an Interest Period longer than three months shall alsobe payable on the last day of each three-month interval during such InterestPeriod. Interest, commitment fees and LC Fees shall be calculated for actualdays elapsed on the basis of a 360-day year, other than interest on FloatingRate Advances which shall be calculated for actual days elapsed on the basis ofa 365 or 366-day year, as applicable. Interest shall be payable for the day aLoan is made but not for the day of any payment on the amount paid if payment isreceived prior to noon (local time) at the place of payment. If any payment ofprincipal of or interest on a Loan shall become due on a day which is not aBusiness Day, such payment shall be made on the next succeeding Business Dayand, in the case of a principal payment, such extension of time shall beincluded in computing interest in connection with such payment. 

2.15 Notification ofAdvances, Interest Rates, Prepayments and Commitment Reductions. Promptlyafter receipt thereof, the Agent will notify each Lender of the contents of eachAggregate Commitment reduction notice, Borrowing Notice, Conversion/ContinuationNotice, and repayment notice received by it hereunder. Promptly after noticefrom the LC Issuer, the Agent will notify each Lender of the contents of eachrequest for issuance of a Facility LC hereunder. The Agent will notify eachLender of the interest rate applicable to each Eurodollar Advance promptly upondetermination of such interest rate and will give each Lender prompt notice ofeach change in the Alternate Base Rate. 

2.16 LendingInstallations. Each Lender may book its Loans and its participation in anyLC Obligations and the LC Issuer may book the Facility LCs at any LendingInstallation selected by such Lender or the LC Issuer, as the case may be, andmay change its Lending Installation from time to time. All terms of thisAgreement shall apply to any such Lending Installation and the Loans, FacilityLCs, participations in LC Obligations and any Notes issued hereunder shall bedeemed held by each Lender or the LC Issuer, as the case may be, for thebenefit of any such Lending Installation. Each Lender and the LC Issuer may, bywritten notice to the Agent and the Borrower in accordance with Article XIV,designate replacement or additional Lending Installations through which Loanswill be made by it or Facility LCs will be issued by it and for whose accountLoan payments or payments with respect to Facility LCs are to be made. 

2.17 Non-Receipt ofFunds by the Agent. Unless the Borrower or a Lender, as the case may be,notifies the Agent prior to the date on which it is scheduled to make payment tothe Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in thecase of the Borrower, a payment of principal, interest or fees to the Agent forthe account of the Lenders, that it does not intend to make such payment, theAgent may assume that such payment has been made. The Agent may, but shallnot be obligated to, make the amount of such payment available to the intendedrecipient in reliance upon such assumption. If such Lender or the Borrower, asthe case may be, has not in fact made such payment to the Agent, therecipient of such payment shall, on demand by the Agent, repay to the Agent theamount so made available together with interest thereon in respect of each dayduring the period commencing on the date such amount was so made available bythe Agent until the date the Agent recovers such amount at a rate per annumequal to (x) in the case of payment by a Lender, the Federal Funds EffectiveRate for such day for the first three days and, thereafter, the interest rateapplicable to the relevant Loan or (y) in the case of payment by the Borrower,the interest rate applicable to the relevant Loan. 

2.18     Facility LCs.