Exhibit 10(e)



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$300,000,000

THREE-YEAR CREDIT AGREEMENT

dated as of June 24, 2003

among

PPL ENERGY SUPPLY, LLC,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

WACHOVIA BANK, NATIONAL ASSOCIATION
  as Administrative Agent and Issuing Lender,

BARCLAYS BANK PLC

and

CITIBANK, N.A.,
  as Co-Syndication Agents,

WACHOVIA SECURITIES, INC.

and

BARCLAYS CAPITAL,
  as Co-Lead Arrangers,

and

JPMORGAN CHASE BANK

and

BANK ONE, N.A.,
  as Co-Documentation Agents

---



CREDIT AGREEMENT(this "Agreement")
  dated as of June 24, 2003 among PPL ENERGY SUPPLY, LLC, the LENDERS party hereto
  from time to time, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent
  and Issuing Lender, BARCLAYS BANK PLC AND CITIBANK, N.A., as Co-Syndication
  Agents, WACHOVIA SECURITIES, INC. and BARCLAYS CAPITAL (the investment banking
  division of Barclays Bank PLC), as Co-Lead Arrangers, and JPMORGAN CHASE BANK
  and Bank One, N.A., as Co-Documentation Agents.

PPL ENERGY SUPPLY, LLC, a Delaware limited
  liability company (together with its successors, the "Borrower"),
  has requested and the Lenders (as hereinafter defined) have agreed to provide
  credit facilities to the Borrower in an aggregate principal amount of up to
  $300,000,000 for the purposes and on the terms and conditions set out in this
  Agreement.

ARTICLE 1 
  DEFINITIONS

Section 1.01 Definitions.
  All capitalized terms used in this Agreement or in any Appendix, Schedule or
  Exhibit hereto which are not otherwise defined herein or therein shall have
  the respective meanings set forth below.

"Additional Letter of Credit" means any letter
  of credit issued under this Agreement by Wachovia Bank, National Association,
  as Issuing Lender, on or after the Closing Date.

"Adjusted London Interbank Offered Rate" means,
  for any Interest Period, a rate per annum equal to the quotient obtained (rounded
  upward, if necessary, to the nearest 1/100th of 1%) by dividing (i) the London
  Interbank Offered Rate for such Interest Period by (ii) 1.00 minus the Euro-Dollar
  Reserve Percentage.

"Administrative Agent" means Wachovia Bank,
  National Association, in its capacity as administrative agent for the Lenders
  hereunder and under the other Loan Documents, and its successor or successors
  in such capacity.

"Administrative Questionnaire" means, with
  respect to each Lender, an administrative questionnaire in the form provided
  by the Administrative Agent and submitted to the Administrative Agent (with
  a copy to the Borrower) duly completed by such Lender.

"Affiliates" means, with respect to any Person,
  any other Person who is directly or indirectly controlling, controlled by or
  under common control with such Person. A Person shall be deemed to control another
  Person if such Person possesses, directly or indirectly, the power to direct
  or cause the direction of the management or policies of the controlled Person,
  whether through the ownership of stock or its equivalent, by contract or otherwise.

"Agent" means the Administrative Agent, the
  Co-Syndication Agents, the Co-Lead Arrangers or the Co-Documentation Agents,
  and "Agents" means any two or more of them.

"Agreement" means this Credit Agreement, as
  amended, restated supplemented or modified from time to time.

"Applicable Lending Office" means, with respect
  to any Lender, (i) in the case of its Base Rate Loans, its Base Rate Lending
  Office and (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending
  Office.

"Applicable Percentage" means, for purposes
  of calculating (i) the applicable interest rate for any day for any Base Rate
  Loans or Euro-Dollar Loans, (ii) the applicable rate for the Commitment Fee
  for any day for purposes of Section 2.06(a) or (iii) the applicable rate for
  the Letter of Credit Fee for any day for purposes of Section 2.06(b), the appropriate
  applicable percentage set forth below corresponding to the then current highest
  Borrower's Ratings; provided, that, in the event a rating differential
  of more than one level exists, the Borrower's Ratings shall be deemed to be
  one level above the lower of the two ratings:

|            | Borrower's Ratings (S&P/Moody's) | Applicable Percentage for
        Commitment Fees | Applicable Percentage for
        Base Rate Loans | Applicable Percentage for
        Euro-Dollar Loans and Letter of Credit Fees
|----------- | -------------------------------- | ------------------------------------------------- | ------------------------------------------------- | -----------------------------------------------------------------------------
|Category A: | A-/A3 or higher                  | .150%                                             | 0%                                                | .625%                                                                        
|Category B  | BBB+/Baa1                        | .175%                                             | 0%                                                | .750%                                                                        
|Category C: | BBB/Baa2                         | .200%                                             | 0%                                                | .875%                                                                        
|Category D: | BBB-/Baa3                        | .275%                                             | .125%                                             | 1.125%                                                                       
|Category E: | BB+/Ba1 or lower or unrated      | .325%                                             | .500%                                             | 1.500%                                                                       

"Applicable Utilization Fee" means on any
  day the appropriate applicable percentage set forth below corresponding to (a)
  the percentage of the aggregate of the Lenders' Revolving Commitments outstanding
  represented by the aggregate Loans plus the aggregate Letter of Credit Liabilities
  outstanding on such day and (b) the then current highest Borrower Rating; provided,
  that, in the event a rating differential of more than one level exists, the
  Borrower's Ratings shall be deemed to be one level above the lower of the two
  ratings:



|           | Ratings
   (S&P/Moody's)    | Usage > 33% of Total Commitments
|---------- | --------------------------- | --------------------------------
|Category A | A-/A3 or higher             | .125%                           
|Category B | BBB+/Baa1                   | .125%                           
|Category C | BBB/Baa2                    | .250%                           
|Category D | BBB-/Baa3                   | .250%                           
|Category E | BB+/Ba1 or lower or unrated | .250%                           



"Asset Sale" shall mean any sale of any assets,
  including by way of the sale by the Borrower or any of its Subsidiaries of equity
  interests in such Subsidiaries.

"Assignee" has the meaning set forth in Section
  9.06(c).

"Assignment and Assumption Agreement" means
  an Assignment and Assumption Agreement, substantially in the form of attached
  Exhibit C, under which an interest of a Lender hereunder is transferred to an
  Eligible Assignee pursuant to Section 9.06(c).

"Availability Period" means the period from
  and including the Closing Date to but excluding the Revolving Termination Date.

"Bankruptcy Code" means the Bankruptcy Reform
  Act of 1978, as amended, or any successor statute.

"Base Rate" means for any day a rate per annum
  equal to the higher of (i) the Prime Rate for such day and (ii) the sum of 1/2
  of 1% plus the Federal Funds Rate for such day.

"Base Rate Borrowing" means a Borrowing comprised
  of Base Rate Loans.

"Base Rate Lending Office" means, as to each
  Lender, its office located at its address set forth in its Administrative Questionnaire
  (or identified in its Administrative Questionnaire as its Base Rate Lending
  Office) or such other office as such Lender may hereafter designate as its Base
  Rate Lending Office by notice to the Borrower and the Administrative Agent.

"Base Rate Loan" means a Loan in respect of
  which interest is computed on the basis of the Base Rate plus the Applicable
  Percentage, if any, with respect to Base Rate Loans.

"Borrower" is defined in the Recital.

"Borrower's Rating" means the senior unsecured
  long-term debt rating of the Borrower from Moody's or S&P.

"Borrowing" means a group of Loans of a single
  Type made by the Lenders on a single date and, in the case of a Euro-Dollar
  Borrowing, having a single Interest Period.

"Business Day" means any day except a Saturday,
  Sunday or other day on which commercial banks in Charlotte, North Carolina or
  New York, New York are authorized by law to close; provided, that, when
  used in Article III with respect to any action taken by or with respect to any
  Issuing Lender, the term "Business Day" shall not include any day
  on which commercial banks are authorized by law to close in the jurisdiction
  where the office at which such Issuing Lender books any Letter of Credit is
  located; and provided, further, that when used with respect to
  any borrowing of, payment or prepayment of principal of or interest on, or the
  Interest Period for, a Euro-Dollar Loan, or a notice by the Borrower with respect
  to any such borrowing payment, prepayment or Interest Period, the term "Business
  Day" shall also mean that such day is a day on which commercial banks are
  open for international business (including dealings in Dollar deposits) in London.

"Capital Lease" means any lease of property
  which, in accordance with GAAP, should be capitalized on the lessee's balance
  sheet.

"Capital Lease Obligations" means, with respect
  to any Person, all obligations of such Person as lessee under Capital Leases,
  in each case taken at the amount thereof accounted for as liabilities in accordance
  with GAAP.

"Change of Control" means (i) the acquisition
  by any Person, or two or more Persons acting in concert, of beneficial ownership
  (within the meaning of Rule 13d-3 of the Securities and Exchange Commission
  under the Securities Exchange Act of 1934, as amended) of 25% or more of the
  outstanding shares of voting stock of PPL Corporation or its successors or (ii)
  the failure at any time of PPL Corporation or its successors to own 80% or more
  of the outstanding shares of the Voting Stock in the Borrower.

"Closing Date" means the date, not later than
  June 24, 2003, on which the Administrative Agent determines that the conditions
  specified in or pursuant to Section 4.01 have been satisfied.

"Co-Documentation Agents" means JPMorgan Chase
  Bank and Bank One, N.A., in their capacity as co-documentation agents for the
  Lenders under this Agreement and under the other Loan Documents, and their respective
  successors in such capacity.

"Co-Lead Arrangers" means Wachovia Securities,
  Inc. and Barclays Capital (the investment banking division of Barclays Bank
  PLC), in their capacities as co-lead arrangers for the Lenders hereunder and
  under the other Loan Documents, and their successors in such capacity.

"Co-Syndication Agents" means Barclays Bank
  PLC and Citibank, N.A., in their capacities as co-syndication agents for the
  Lenders hereunder and under the other Loan Documents, and their successors in
  such capacity.

"Commitment" means, with respect to any Lender,
  the commitment of such Lender to make Revolving Loans under this Agreement as
  set forth in the Commitment Appendix and to purchase participations in Letters
  of Credit pursuant to Article III hereof.

"Commitment Appendix" means the Appendix attached
  under this Agreement identified as such.

"Commitment Fee" has the meaning set forth
  in Section 2.06(a).

"Consolidated Capitalization" shall mean the
  sum of, without duplication, (A) the Consolidated Debt of the Borrower, (B)
  the consolidated shareowners' equity (determined in accordance with GAAP) of
  the common, preference and preferred stockholders of the Borrower and minority
  interests recorded on the Borrower's consolidated financial statements (excluding
  therefrom the effect of all unrealized gains and losses reported under Financial
  Accounting Standards Board Statement No. 133 in connection with forward contracts,
  futures contracts or other derivatives or commodity hedging agreements for the
  future delivery of electricity or capacity), (C) up to an aggregate amount of
  $100,000,000 of Hybrid Preferred Securities and (D) up to an aggregate amount
  of $100,000,000 of Equity-Linked Securities, except that for purposes of calculating
  Consolidated Capitalization of the Borrower, Consolidated Debt of the Borrower
  shall exclude Non-Recourse Debt and Consolidated Capitalization of the Borrower
  shall exclude that portion of shareholder equity attributable to assets securing
  Non-Recourse Debt.

"Consolidated Cash Interest Expense" means,
  for any period, the amount of Consolidated Interest Expense actually paid in
  cash.

"Consolidated Debt" means the consolidated
  Debt of the Borrower and its Consolidated Subsidiaries (determined in accordance
  with GAAP), except that for purposes of this definition (a) Consolidated
  Debt of the Borrower shall exclude Non-Recourse Debt and (b) Consolidated
  Debt of the Borrower shall exclude (i) up to an aggregate amount of $100,000,000
  of Hybrid Preferred Securities and (ii) up to an aggregate amount of $100,000,000
  of Equity-Linked Securities.

"Consolidated Funds From Operations" means,
  for any period (a) Consolidated Net Income for such period, plus (b) Consolidated
  Interest Expense, plus (c) the amount of each non-cash item added to net income
  in determining Consolidated Operating Cash Flow for such period (including,
  without limitation, any non-cash item of expense, charge, provision or loss,
  but excluding any amounts added in respect of changes in current asset accounts
  and current liability accounts), minus (d) the amount of each non-cash item
  subtracted from net income in determining Consolidated Operating Cash Flow for
  such period (including, without limitation, any non-cash item of revenue, gain
  or income, but excluding any amounts subtracted in respect of changes in current
  asset accounts and current liability accounts).

"Consolidated Interest Expense" means, for
  any period, the gross interest expense (including, without limitation, that
  attributable to Capital Leases Obligations or a Synthetic Lease) of the Borrower
  and its Consolidated Subsidiaries determined on a consolidated basis for such
  period. For purposes of the foregoing, gross interest expense shall be determined
  after giving effect to any net payments made or received by the Borrower with
  respect to Interest Rate Protection Agreements, but without giving effect to
  the write-off of expenses associated with the termination of Interest Rate Protection
  Agreements.

"Consolidated Net Income" means, for any period,
  the net income (or net loss) of the Borrower and its Consolidated Subsidiaries,
  determined on a consolidated basis for such period.

"Consolidated Operating Cash Flow" means,
  for any period, the Borrower's net cash provided (used in) operating activities,
  as determined in accordance with GAAP and reflected in the Borrower's consolidated
  statement of cash flows in the Borrower's consolidated financial statements
  delivered to each of the Lenders pursuant to Section 6.01, and any corresponding
  measure of net cash provided (used in) operating activities as the Borrower
  may provide in any future consolidated financial statements to be delivered
  to each of the Lenders pursuant to Section 6.01.

"Consolidated Subsidiary" means with respect
  to any Person at any date any Subsidiary of such Person or other entity the
  accounts of which would be consolidated with those of such Person in its consolidated
  financial statements if such statements were prepared as of such date in accordance
  with GAAP.

"Continuing Lender" means with respect to
  any event described in Section 2.07(b), a Lender which is not a Retiring Lender,
  and "Continuing Lenders" means any two or more of such Continuing
  Lenders.

"Corporation" means a corporation, association,
  company, joint stock company, limited liability company, partnership or business
  trust.

"Credit Event" means a Borrowing or the issuance,
  renewal or extension of a Letter of Credit.

"Debt" of any Person means, without duplication,
  (i) all obligations of such Person for borrowed money, (ii) all obligations
  of such Person with respect to deposits or advances of any kind, (iii) all obligations
  of such Person evidenced by bonds, debentures, notes or similar instruments,
  (iv) all Guarantees by such Person of Debt of others, (v) all Capital Lease
  Obligations and Synthetic Leases of such Person, (vi) all obligations of such
  Person in respect of Interest Rate Protection Agreements, foreign currency exchange
  agreements or other interest or exchange rate hedging arrangements (the amount
  of any such obligation to be the net amount that would be payable upon the acceleration,
  termination or liquidation thereof) and (vii) all obligations of such Person
  as an account party in respect of letters of credit and bankers' acceptances;
  provided, however, that "Debt" of such Person does not
  include (a) obligations of such Person under any installment sale, conditional
  sale or title retention agreement or any other agreement relating to obligations
  for the deferred purchase price of property or services (b) obligations under
  agreements relating to the purchase and sale of any commodity, including any
  power sale or purchase agreements, any commodity hedge or derivative (regardless
  of whether any such transaction is a "financial" or physical transaction),
  (c) any trade obligations or other obligations of such Person incurred in the
  ordinary course of business or (d) obligations of such Person under any lease
  agreement (including any lease intended as security) that is not a Capital Lease
  or a Synthetic Lease.

"Default" means any condition or event which
  constitutes an Event of Default or which with the giving of notice or lapse
  of time or both would, unless cured or waived, become an Event of Default.

"Defaulting Lender" means at any time any
  Lender with respect to which a Lender Default is in effect at such time.

"Disclosure Qualification" means that (i)
  no representation, warranty or covenant is made with respect to any information
  concerning the Agent, any Lender any other lender or collateral agent, any direct
  or indirect members of, or any Affiliates or agents or other representatives
  of any of the foregoing, (ii) no representation, warranty or covenant is made
  with respect to the terms or effects of or any Person's (other than the Borrower's)
  rights or obligations under any agreement or document and (iii) any representation,
  warranty or covenant that is stated to be subject to the Disclosure Qualification
  in any materials provided to Lenders is subject to the foregoing clauses (i)
  to (ii) and to the additional qualifications, assumptions and disclaimers set
  forth in such materials.

"Dollars" and the sign "$" means
  lawful money of the United States of America.

"Effective Date" means the date this Agreement
  becomes effective in accordance with Section 9.08.

"Eligible Assignee" means (i) a Lender; (ii)
  a commercial bank organized under the laws of the United States and having a
  combined capital and surplus of at least $100,000,000; (iii) a commercial bank
  organized under the laws of any other country which is a member of the Organization
  for Economic Cooperation and Development, or a political subdivision of any
  such country, and having a combined capital and surplus of at least $100,000,000;
  provided, that such bank is acting through a branch or agency located
  and licensed in the United States; or (iv) an Affiliate of a Lender that is
  an "accredited investor" (as defined in Regulation D under the Securities
  Act of 1933, as amended); provided, that upon and following the occurrence of
  an Event of Default, an Eligible Assignee shall mean any Person.

"Environmental Laws" means any and all federal,
  state and local statutes, laws, regulations, ordinances, rules, judgments, orders,
  decrees, permits, concessions, grants, franchises, licenses or other written
  governmental restrictions relating to the environment or to emissions, discharges
  or releases of pollutants, contaminants, petroleum or petroleum products, chemicals
  or industrial, toxic or Hazardous Substances or wastes into the environment
  including, without limitation, ambient air, surface water, ground water, or
  land, or otherwise relating to the manufacture, processing, distribution, use,
  treatment, storage, disposal, transport or handling of pollutants, contaminants,
  petroleum or petroleum products, chemicals or industrial, toxic or Hazardous
  Substances or wastes.

"Environmental Liabilities" means all liabilities
  (including anticipated compliance costs) in connection with or relating to the
  business, assets, presently or previously owned, leased or operated property,
  activities (including, without limitation, off-site disposal) or operations
  of the Borrower or any of its Subsidiaries, whether vested or unvested, contingent
  or fixed, actual or potential, which arise under or relate to matters covered
  by Environmental Laws.

"Equity-Linked Securities" means any securities
  of the Borrower or any of its Subsidiaries which are convertible into, or exchangeable
  for, equity securities of the Borrower, such Subsidiary or PPL Corporation,
  including any securities issued by any of such Persons which are pledged to
  secure any obligation of any holder to purchase equity securities of the Borrower,
  any of its Subsidiaries or PPL Corporation.

"ERISA" means the Employee Retirement Income
  Security Act of 1974, as amended, or any successor statute.

"ERISA Group" means the Borrower and all members
  of a controlled group of corporations and all trades or businesses (whether
  or not incorporated) under common control which, together with the Borrower,
  are treated as a single employer under Section 414(b) or (c) of the Internal
  Revenue Code.

"Euro-Dollar Lending Office" means, as to
  each Lender, its office, branch or Affiliate located at its address set forth
  in its Administrative Questionnaire (or identified in its Administrative Questionnaire
  as its Euro-Dollar Lending Office) or such other office, branch or Affiliate
  of such Lender as it may hereafter designate as its Euro-Dollar Lending Office
  by notice to the Borrower and the Administrative Agent.

"Euro-Dollar Borrowing" means a Borrowing
  comprised of Euro-Dollar Loans.

"Euro-Dollar Loan" means a Loan in respect
  of which interest is computed on the basis of the Adjusted London Interbank
  Offered Rate pursuant to the applicable Notice of Borrowing or Notice of Conversion/Continuation.

"Euro-Dollar Reserve Percentage" of any Lender
  for the Interest Period of any LIBOR Rate Loan means the reserve percentage
  applicable to such Lender during such Interest Period (or if more than one such
  percentage shall be so applicable, the daily average of such percentages for
  those days in such Interest Period during which any such percentage shall be
  so applicable) under regulations issued from time to time by the Board of Governors
  of the Federal Reserve System (or any successor) for determining the maximum
  reserve requirement (including, without limitation, any emergency, supplemental
  or other marginal reserve requirement) then applicable to such Lender with respect
  to liabilities or assets consisting of or including "Eurocurrency Liabilities"
  (as defined in Regulation D). The Adjusted London Interbank Offered Rate shall
  be adjusted automatically on and as of the effective date of any change in the
  Euro-Dollar Reserve Percentage.

"Event of Default" has the meaning set forth
  in Section 7.01.

"Existing Credit Agreement" means the $300,000,000
  364-Day Revolving Credit Agreement dated as of June 25, 2002 among the Borrower,
  Wachovia Bank, National Association, as Administrative Agent and Issuing Lender,
  Citibank, N.A., as Syndication Agent, Wachovia Securities and Citigroup Global
  Markets, Inc. (successor to Salomon Smith Barney, Inc.), as Co-Lead Arrangers,
  Bank One, N.A., Barclays Bank PLC and JPMorgan Chase Bank, as Documentation
  Agents, and the lenders from time to time party thereto, as amended through
  the date hereof.

"Existing Debt" means the Debt outstanding
  on the Closing Date and listed on Schedule 6.14 hereto.

"Existing Letters of Credit" means the letters
  of credit issued before the Closing Date pursuant to the Existing Credit Agreement
  and listed in attached Schedule 3.01, and "Existing Letter of Credit"
  means any one of them.

"Existing Synthetic Lease Financing" means
  each of the following lease financings existing as of the date hereof, regardless
  of whether such financing constitutes a "Synthetic Lease" within the
  meaning of this Agreement: (i) the Lower Mount Bethel project and (ii) the lease
  financing involving PPL Large Scale Distributed Generation II, LLC.

"Federal Funds Rate" means for any day the
  rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%)
  equal to the weighted average of the rates on overnight Federal funds transactions
  with members of the Federal Reserve System arranged by Federal funds brokers
  on such day, as published by the Federal Reserve Bank of New York on the Business
  Day next succeeding such day; provided, that (i) if such day is not a
  Business Day, the Federal Funds Rate for such day shall be such rate on such
  transactions on the next preceding Business Day as so published on the next
  succeeding Business Day, and (ii) if no such rate is so published on such next
  succeeding Business Day, the Federal Funds Rate for such day shall be the average
  of quotations for such day on such transactions received by the Administrative
  Agent from three federal funds brokers of recognized standing selected by the
  Administrative Agent.

"Fee Letter" means the letter designated as
  such dated as of May 7, 2003 by the Administrative Agent and Wachovia Securities,
  as Co-Lead Arranger and Joint Book Manager, addressed to and acknowledged and
  agreed to by the Borrower.

"Financial Projections" means (a) any forward
  looking statement (within the meaning of the Securities Act of 1933 and the
  rules and regulations thereunder) and (b) any "prospective financial statement,
  financial forecast or financial projection" (as defined in guidelines published
  by the American Institute of Certified Public Accountants).

"Foreign Subsidiary" means a Subsidiary which
  is not formed under the laws of the United States or any territory thereof.

"Fronting Fee" has the meaning set forth in
  Section 2.06(b).

"GAAP" means United States generally accepted
  accounting principles applied on a consistent basis.

"Governmental Authority" means any federal,
  state or local government, authority, agency, central bank, quasi-governmental
  authority, court or other body or entity, and any arbitrator with authority
  to bind a party at law.

"Group of Loans" means at any time a group
  of Loans consisting of (i) all Loans which are Base Rate Loans at such time
  or (ii) all Loans which are Euro-Dollar Loans of the same Type having the same
  Interest Period at such time; provided, that, if a Loan of any particular
  Lender is converted to or made as a Base Rate Loan pursuant to Sections 2.14
  or 2.17, such Loan shall be included in the same Group or Groups of Loans from
  time to time as it would have been in if it had not been so converted or made.

"Guarantee" of or by any person means any
  obligation, contingent or otherwise, of such person guaranteeing or having the
  economic effect of guaranteeing any Debt of any other person (the "primary
  obligor") in any manner, whether directly or indirectly, and including
  any obligation of such person, direct or indirect, (i) to purchase or pay (or
  advance or supply funds for the purchase or payment of) such Debt or to purchase
  (or to advance or supply funds for the purchase of) any security for payment
  of such Debt, (ii) to purchase or lease property, securities or services for
  the purpose of assuring the owner of such Debt of the payment of such Debt or
  (iii) to maintain working capital, equity capital or any other financial statement
  condition or liquidity of the primary obligor so as to enable the primary obligor
  to pay such Debt; provided, however, that the term Guarantee shall
  not include endorsements for collection or deposit in the ordinary course of
  business.

"Hazardous Substances" means any toxic, caustic
  or otherwise hazardous substance, including petroleum, its derivatives, by-products
  and other hydrocarbons, or any substance having any constituent elements displaying
  any of the foregoing characteristics.

"Hybrid Preferred Securities" means any trust
  preferred securities, or deferrable interest subordinated debt with a maturity
  of at least 20 years, in each case similar to PPL Electric Utilities Corporation's
  existing Trust Preferred Securities (TOPrS), issued by the Borrower, or any
  business trusts, limited liability companies, limited partnerships (or similar
  entities) (i) all of the common equity, general partner or similar interests
  of which are owned (either directly or indirectly through one or more wholly
  owned Subsidiaries) at all times by the Borrower or any of its Subsidiaries,
  (ii) that have been formed for the purpose of issuing hybrid preferred securities
  and (iii) substantially all the assets of which consist of (A) subordinated
  debt of the Borrower or a Subsidiary of the Borrower, as the case may be, and
  (B) payments made from time to time on the subordinated debt.

"Indemnitee" has the meaning set forth in
  Section 9.03(b).

"Interest Period" means with respect to each
  Euro-Dollar Loan, a period commencing on the date of borrowing specified in
  the applicable Notice of Borrowing or on the date specified in the applicable

  Notice of Conversion/Continuation and ending one, two, three or six months thereafter,
  as the Borrower may elect in the applicable notice; provided, that:

(i)   any Interest Period which would otherwise
  end on a day which is not a Business Day shall, subject to clauses (iii) and
  (iv) below, be extended to the next succeeding Business Day unless such Business
  Day falls in another calendar month, in which case such Interest Period shall
  end on the next preceding Business Day;

(ii)   any Interest Period which begins on the
  last Business Day of a calendar month (or on a day for which there is no numerically
  corresponding day in the calendar month at the end of such Interest Period)
  shall, subject to clause (iii) below, end on the last Business Day of a calendar
  month;

(iii)   if any Interest Period includes a date
  on which a payment of principal of the Loans is required (based on circumstances
  existing at the first day of such Interest Period) to be made under Section
  2.08 but does not end on such date, then (x) the principal amount (if any) of
  each Euro-Dollar Loan required to be repaid on such date shall have an Interest
  Period ending on such date and (y) the remainder (if any) of each such Euro-Dollar
  Loan shall have an Interest Period determined as set forth above; and

(iv)   no Interest Period shall end after the
  Revolving Termination Date.

"Interest Rate Protection Agreements" means
  any agreement providing for an interest rate swap, cap or collar, or any other
  financial agreement designed to protect against fluctuations in interest rates.

"Internal Revenue Code" means the Internal
  Revenue Code of 1986, as amended, or any successor statute.

"Issuing Lender" means (i) Wachovia Bank,
  National Association, in its capacity as an issuer of Letters of Credit under
  Section 3.02, and its successor or successors in such capacity and (ii) each
  Lender listed in Schedule 3.01 hereto as the issuer of an Existing Letter of
  Credit.

"Lender" means each bank or other lending
  institution listed in the Commitment Appendix as having a Revolving Commitment,
  each Eligible Assignee that becomes a Lender pursuant to Section 9.06(c) and
  their respective successors and shall include, as the context may require and
  each Issuing Lender in such capacity.

"Lender Default" means (i) the failure (which
  has not been cured) of any Lender to make available any Loan or any reimbursement
  for a drawing under a Letter of Credit which in either case it is obligated
  to make available under the terms and conditions of this Agreement or (ii) a
  Lender having notified the Administrative Agent and the Borrower that such Lender
  does not intend to comply with its obligations under Article II following the
  appointment of a receiver or conservator with respect to such Lender at the
  direction or request of any regulatory agency or authority.

"Letter of Credit" means an Existing Letter
  of Credit or an Additional Letter of Credit, and "Letters of Credit"
  means any combination of the foregoing.

"Letter of Credit Commitment" means the lesser
  of (i) $150,000,000 and (ii) the aggregate Revolving Commitment.

"Letter of Credit Fee" has the meaning set
  forth in Section 2.06(b).

"Letter of Credit Liabilities" means, for
  any Lender at any time, the product derived by multiplying (i) the sum, without
  duplication, of (A) the aggregate amount that is (or may thereafter become)
  available for drawing under all Letters of Credit outstanding at such time plus
  (B) the aggregate unpaid amount of all Reimbursement Obligations outstanding
  at such time by (ii) the quotient derived by dividing such Lender's Revolving
  Commitment by the aggregate of the Revolving Commitments of all Revolving Lenders.

"Letter of Credit Request" has the meaning
  set forth in Section 3.03.

"Lien" means, with respect to any asset, any
  mortgage, lien, pledge, charge, security interest or encumbrance intended to
  confer or having the effect of conferring upon a creditor a preferential interest.

"Loan" means a Base Rate Loan or a Euro-Dollar
  Loan, and "Loans" means any combination of the foregoing.

"Loan Documents" means this Agreement and
  the Revolving Notes, collectively.

"London Interbank Offered Rate" means, for
  any Euro-Dollar Loan for any Interest Period, the interest rate for deposits
  in Dollars for a period of time comparable to such Interest Period which appears
  on Telerate Page 3750 (or any successor page) as the London interbank offered
  rate for deposits in Dollars at approximately 11:00 A.M. (London time) two Business
  Days before the first day of such Interest Period; provided, however,
  if more than one rate is specified on Telerate page 3750, the applicable rate
  shall be the arithmetic means of all such rates. If for any reason such rate
  is not available, the term "London Interbank Offered Rate" means for
  any Interest Period, the rate per annum appearing on Reuters Screen LIBO Page
  as the London interbank offered rate for deposits in Dollars at approximately
  11:00 A.M. (London time) two Business Days before the first day of such Interest
  Period for a period of time comparable to such Interest Period; provided,
  however, that if more than one such rate is specified on Reuters Screen
  LIBO Page, the applicable rate shall be the arithmetic mean of all such rates
  (rounded upwards, if necessary, to the nearest 1/100 of 1%). If for any reason
  the London interbank offered rate is not available on either Telerate page 3750
  or Reuters Screen LIBO Page, the term "London Interbank Offered Rate"
  means for any Interest Period, the rate per annum at which deposits in Dollars
  are offered to Wachovia Bank, National Association in the London interbank market
  at approximately 11:00 A.M. (London time) two Business Days before the first
  day of such Interest Period in an amount approximately equal to the principal
  amount of the Euro-Dollar Loan of Wachovia Bank, National Association to which
  such Interest Period is to apply and for a period of time comparable to such
  Interest Period.

"Mandatory Letter of Credit Borrowing" has
  the meaning set forth on Section 3.09

"Margin Stock" means "margin stock"
  as such term is defined in Regulation U.

"Material Adverse Effect" means (i) any material
  adverse effect upon the business, assets, financial condition or operations
  of the Borrower or the Borrower and its Subsidiaries, taken as a whole; (ii)
  a material adverse effect on the ability of the Borrower to perform its obligations
  under this Agreement, the Revolving Notes or the other Loan Documents or (iii)
  a material adverse effect on the validity or enforceability of this Agreement,
  the Revolving Notes or any of the other Loan Documents.

"Material Debt" means Debt (other than the
  Revolving Notes) of the Borrower and/or one or more of its Restricted Subsidiaries
  in an a principal or face amount exceeding $40,000,000.

"Material Plan" means at any time a Plan or
  Plans having aggregate Unfunded Liabilities in excess of $25,000,000.

"Moody's" means Moody's Investors Service,
  Inc., a Delaware corporation, and its successors or, absent any such successor,
  such nationally recognized statistical rating organization as the Borrower and
  the Administrative Agent may select.

"Multiemployer Plan" means at any time an
  employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA
  to which any member of the ERISA Group is then making or accruing an obligation
  to make contributions or has within the preceding five plan years made contributions.

"New Lender" means with respect to any event
  described in Section 2.07(b), an Eligible Assignee which becomes a Lender hereunder
  as a result of such event, and "New Lenders" means any two or more
  of such New Lenders.

"Non-Defaulting Lender" means each Lender
  other than a Defaulting Lender, and "Non-Defaulting Lenders" means
  any two or more of such Lenders.

"Non-Recourse Debt" shall mean Debt that is
  nonrecourse to the Borrower or any Restricted Subsidiary.

"Non-U.S. Lender" has the meaning set forth
  in Section 2.16(e).

"Notice of Borrowing" has the meaning set
  forth in Section 2.02.

"Notice of Conversion/Continuation" has the
  meaning set forth in Section 2.05(d)(ii).

"Obligations" means:

(i)   all principal of and interest (including,
  without limitation, any interest which accrues after the commencement of any
  case, proceeding or other action relating to the bankruptcy, insolvency or reorganization
  of the Borrower, whether or not allowed or allowable as a claim in any such
  proceeding) on any Loan, fees payable or Reimbursement Obligation under, or
  any Revolving Note issued pursuant to, this Agreement or any other Loan Document;

(ii)   all other amounts now or hereafter payable
  by the Borrower and all other obligations or liabilities now existing or hereafter
  arising or incurred (including, without limitation, any amounts which accrue
  after the commencement of any case, proceeding or other action relating to the
  bankruptcy, insolvency or reorganization of the Borrower, whether or not allowed
  or allowable as a claim in any such proceeding) on the part of the Borrower
  pursuant this Agreement or any other Loan Document;

(iii)   all expenses of the Agents as to which
  such Agents have a right to reimbursement under Section 9.03(a) hereof or under
  any other similar provision of any other Loan Document; and

(iv)   all amounts paid by any Indemnitee as
  to which such Indemnitee has the right to reimbursement under Section 9.03 hereof
  or under any other similar provision of any other Loan Document;

together in each case with all renewals, modifications, consolidations
  or extensions thereof.

"Other Taxes" has the meaning set forth in
  Section 2.16(b).

"Parent" means PPL Corporation, a Pennsylvania
  corporation, and its successors.

"Participant" has the meaning set forth in
  Section 9.06(b).

"PBGC" means the Pension Benefit Guaranty
  Corporation or any entity succeeding to any or all of its functions under ERISA.

"Permitted Business" with respect to any Person
  means a business that is the same or similar to the business of the Borrower
  or any Subsidiary as of the date hereof, or any business reasonably related
  thereto.

"Person" means an individual, a corporation,
  a partnership, an association, a limited liability company, a trust or an unincorporated
  association or any other entity or organization, including a government or political
  subdivision or an agency or instrumentality thereof.

"Plan" means at any time an employee pension
  benefit plan (including a Multiemployer Plan) which is covered by Title IV of
  ERISA or subject to the minimum funding standards under Section 412 of the Internal
  Revenue Code and either (i) is maintained, or contributed to, by any member
  of the ERISA Group for employees of any member of the ERISA Group or (ii) has
  at any time within the preceding five years been maintained, or contributed
  to, by any Person which was at such time a member of the ERISA Group for employees
  of any Person which was at such time a member of the ERISA Group.

"Prime Rate" means the rate of interest publicly
  announced by Wachovia Bank, National Association in Charlotte, North Carolina
  from time to time as its Prime Rate.

"Quarterly Date" means the last Business Day
  of each March, June, September and December.

"Refinanced Agreements" means the Existing
  Credit Agreement and all instruments, documents and agreements relating thereto,
  in all cases as in effect on the Closing Date.

"Register" has the meaning set forth in Section
  9.06(e).

"Regulation D" means Regulation D of the Board
  of Governors of the Federal Reserve System, as amended, or any successor regulation.

"Regulation U" means Regulation U of the Board
  of Governors of the Federal Reserve System, as amended, or any successor regulation.

"Reimbursement Obligations" means at any time
  all obligations of the Borrower to reimburse the Issuing Lenders pursuant to
  Section 3.07 for amounts paid by the Issuing Lenders in respect of drawings
  under Letters of Credit, including any portion of any such obligation to which
  a Lender has become subrogated pursuant to Section 3.09.

"Replacement Date" has the meaning set forth
  in Section 2.07(b).

"Replacement Lender" has the meaning set forth
  in Section 2.07(b).

"Required Lenders" means at any time Non-Defaulting
  Lenders having at least 51% of the aggregate amount of the Revolving Commitments
  of all Non-Defaulting Lenders or, if the Revolving Commitments shall have been
  terminated, having at least 51% of the aggregate amount of the Revolving Outstandings
  of the Non-Defaulting Lenders at such time.

"Restricted Subsidiary" means each Subsidiary
  listed on Schedule 5.12 and each other Subsidiary designated by the Borrower
  as a "Restricted Subsidiary" in writing to the Administrative Agent;
  provided, that, each Restricted Subsidiary shall be a direct Wholly-Owned
  Subsidiary of the Borrower or a direct Wholly-Owned Subsidiary of a Restricted
  Subsidiary.

"Retiring Lender" means a Lender that ceases
  to be a Lender hereunder pursuant to the operation of Section 2.07(b).

"Revolving" means, when used with respect
  to (i) a Lender's Commitment, such Lender's Revolving Commitment, as such Revolving
  Commitment may be reduced from time to time pursuant to Sections 2.07, 2.08
  or 9.06(c) or increased from time to time pursuant to Section 9.06(c), (ii)
  a Borrowing, a Borrowing made by the Borrower under Section 2.01, as identified
  in the Notice of Borrowing with respect thereto, or a Mandatory Letter of Credit
  Borrowing, (iii) a Loan, a Loan made under Section 2.01; provided, that,
  if any such loan or loans (or portions thereof) are combined or subdivided pursuant
  to a Notice of Conversion/Continuation, the term "Revolving Loan"
  shall refer to the combined principal amount resulting from such combination
  or to each of the separate principal amounts resulting from such subdivision,
  as the case may be, and (iv) a Revolving Note, a promissory note, substantially
  in the form of Exhibit B hereto, issued at the request of a Lender evidencing
  the obligation of the Borrower to repay outstanding Revolving Loans.

"Revolving Outstandings" means at any time,
  with respect to any Lender, the sum of (i) the aggregate principal amount of
  such Lender's outstanding Revolving Loans plus (ii) the aggregate amount of
  such Lender's outstanding Letter of Credit Liabilities.

"Revolving Termination Date" means June 24,
  2006 (or, if such day is not a Business Day, the next preceding Business Day)
  or such earlier date upon which the Revolving Commitments shall have been terminated
  in their entirety in accordance with this Agreement.

"SEC" means the Securities and Exchange Commission.

"S&P" means Standard & Poor's Ratings
  Group, a division of McGraw Hill, Inc., a New York corporation, and its successors
  or, absent any such successor, such nationally recognized statistical rating
  organization as the Borrower and the Administrative Agent may select.

"Special Purpose Subsidiary" means any Wholly-Owned
  Subsidiary (regardless of the form of organization) of the Borrower formed solely
  for the purpose of, and which engages in no other activities except those necessary
  for, effecting financings related to Synthetic Leases.

"Standby Letter of Credit" has the meaning
  set forth in Section 3.02.

"Subsidiary" means, any Corporation a majority
  of the outstanding Voting Stock of which is owned, directly or indirectly, by
  the Borrower or one or more other Subsidiaries of the Borrower.

"Synthetic Lease" means any synthetic lease,
  tax retention operating lease, off-balance sheet loan or similar off-balance
  sheet financing product where such transaction is considered borrowed money
  indebtedness for tax purposes but is classified as an operating lease in accordance
  with GAAP.

"Taxes" has the meaning set forth in Section
  2.16(a).

"Type", when used in respect of any Loan or
  Borrowing, shall refer to the rate by reference to which interest on such Loan
  or on the Loans comprising such Borrowing is determined.

"Unfunded Liabilities" means, with respect
  to any Plan at any time, the amount (if any) by which (i) the value of all benefit
  liabilities under such Plan, determined on a plan termination basis using the
  assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds
  (ii) the fair market value of all Plan assets allocable to such liabilities
  under Title IV of ERISA (excluding any accrued but unpaid contributions), all
  determined as of the then most recent valuation date for such Plan, but only
  to the extent that such excess represents a potential liability of a member
  of the ERISA Group to the PBGC or any other Person under Title IV of ERISA.

"United States" means the United States of
  America, including the States and the District of Columbia, but excluding its
  territories and possessions.

"Voting Stock" means stock (or other interests)
  of a Corporation having ordinary voting power for the election of directors,
  managers or trustees thereof, whether at all times or only so long as no senior
  class of stock has such voting power by reason of any contingency.

"Wachovia Securities" means Wachovia Securities,
  Inc., and its successors and assigns.

"Wholly-Owned Subsidiary" means, with respect
  to any Person at any date, any Subsidiary of such Person all of the Voting Stock
  of which (except directors' qualifying shares) are at the time directly or indirectly
  owned by such Person.

ARTICLE II
  THE CREDITS

Section 2.01   Commitments
  to Lend. Each Lender severally agrees, on the terms and conditions set
  forth in this Agreement, to make Revolving Loans to the Borrower pursuant to
  this Section 2.01 from time to time during the Availability Period in amounts
  such that its Revolving Outstandings shall not exceed its Revolving Commitment;
  provided, that, immediately after giving effect to each such Revolving
  Loan, the aggregate Revolving Outstandings of all Lenders shall not exceed the
  aggregate amount of the Revolving Commitments of all Lenders. Each Revolving
  Borrowing (other than Mandatory Letter of Credit Borrowings) shall be in an
  aggregate principal amount of $10,000,000 or any larger multiple of $1,000,000
  (except that any such Borrowing may be in the aggregate amount of the unused
  Revolving Commitments) and shall be made from the several Lenders ratably in
  proportion to their respective Revolving Commitments. Within the foregoing limits,
  the Borrower may borrow under this Section 2.01, repay, or, to the extent permitted
  by Section 2.09, prepay, Revolving Loans and reborrow under this Section 2.01.

Section 2.02   Notice
  of Borrowings. The Borrower shall give the Administrative Agent notice
  substantially in the form of Exhibit A-1 hereto (a "Notice of Borrowing")
  not later than (a) 11:30 A.M. (Charlotte, North Carolina time) on the date of
  each Base Rate Borrowing and (b) 12:00 Noon (Charlotte, North Carolina time)
  on the third Business Day before each Euro-Dollar Borrowing, specifying:

(i)   the date of such Borrowing, which shall
  be a Business Day;

(ii)   the aggregate amount of such Borrowing;

(iii)   the initial Type of the Loans comprising
  such Borrowing; and

(iv)   in the case of a Euro-Dollar Borrowing,
  the duration of the initial Interest Period applicable thereto, subject to the
  provisions of the definition of Interest Period.

Notwithstanding the foregoing, no more than 6 Groups of Euro-Dollar
  Loans shall be outstanding at any one time, and any Loans which would exceed
  such limitation shall be made as Base Rate Loans.

Section 2.03   Notice
  to Lenders; Funding of Loans.

(a)   Notice to Lenders. Upon
  receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify
  each Lender of such Lender's ratable share (if any) of the Borrowing referred
  to in the Notice of Borrowing, and such Notice of Borrowing shall not thereafter
  be revocable by the Borrower.

(b)   Funding of Loans. Not later
  than (a) 1:00 P.M. (Charlotte, North Carolina time) on the date of each Base
  Rate Borrowing and (b) 12:00 Noon (Charlotte, North Carolina time) on the date
  of each Euro-Dollar Borrowing, each Lender participating therein shall make
  available its share of such Borrowing, in Federal or other funds immediately
  available in Charlotte, North Carolina, to the Administrative Agent at its address
  referred to in Section 9.01. Unless the Administrative Agent determines that
  any applicable condition specified in Article IV has not been satisfied, the
  Administrative Agent shall apply any funds so received in respect of Revolving
  Loans available to the Borrower at the Administrative Agent's address not later
  than (a) 3:00 P.M. (Charlotte, North Carolina time) on the date of each Base
  Rate Borrowing and (b) 2:00 P.M. (Charlotte, North Carolina time) on the date
  of each Euro-Dollar Borrowing.

(c)   Funding By the Administrative Agent
  in Anticipation of Amounts Due from the Lenders. Unless the Administrative
  Agent shall have received notice from a Lender prior to the date of any Borrowing
  (except in the case of a Base Rate Borrowing, in which case prior to the time
  of such Borrowing) that such Lender will not make available to the Administrative
  Agent such Lender's share of such Borrowing, the Administrative Agent may assume
  that such Lender has made such share available to the Administrative Agent on
  the date of such Borrowing in accordance with subsection (b) of this Section,
  and the Administrative Agent may, in reliance upon such assumption, make available
  to the Borrower on such date a corresponding amount. If and to the extent that
  such Lender shall not have so made such share available to the Administrative
  Agent, such Lender and the Borrower severally agree to repay to the Administrative
  Agent forthwith on demand such corresponding amount, together with interest
  thereon for each day from the date such amount is made available to the Borrower
  until the date such amount is repaid to the Administrative Agent at (i) a rate
  per annum equal to the higher of the Federal Funds Rate and the interest rate
  applicable thereto pursuant to Section 2.05, in the case of the Borrower, and
  (ii) the Federal Funds Rate, in the case of such Lender. If such Lender shall
  repay to the Administrative Agent such corresponding amount, such amount so
  repaid shall constitute such Lender's Loan included in such Borrowing for purposes
  of this Agreement.

(d)   Obligations of Lenders Several.
  The failure of any Lender to make a Loan required to be made by it as part of
  any Borrowing hereunder shall not relieve any other Lender of its obligation,
  if any, hereunder to make any Loan on the date of such Borrowing, but no Lender
  shall be responsible for the failure of any other Lender to make the Loan to
  be made by such other Lender on such date of Borrowing.

Section 2.04   Noteless
  Agreement; Evidence of Indebtedness.

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

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

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

(d)   Any Lender may request that its Revolving
  Loans be evidenced by a Revolving Note. In such event, the Borrower shall prepare,
  execute and deliver to such Lender a Revolving Note payable to the order of
  such Lender. Thereafter, the Revolving Loans evidenced by such Revolving Note
  and interest thereon shall at all times (including after any assignment pursuant
  to Section 9.06(b)) be represented by one or more Revolving Notes payable to
  the order of the payee named therein or any assignee pursuant to Section 9.06(b),
  except to the extent that any such Lender or assignee subsequently returns any
  such Revolving Note for cancellation and requests that such Loans once again
  be evidenced as described in paragraphs (a) and (b) above.

Section 2.05   Interest
  Rates.

(a)   Interest Rate Options. The
  Loans shall, at the option of the Borrower and except as otherwise provided
  herein, be incurred and maintained as, or converted into, one or more Base Rate
  Loans or Euro-Dollar Loans.

(b)   Base Rate Loans. Each Loan
  which is made as, or converted into, a Base Rate Loan shall bear interest on
  the outstanding principal amount thereof, for each day from the date such Loan
  is made as, or converted into, a Base Rate Loan until it becomes due or is converted
  into a Loan of any other Type, at a rate per annum equal to the sum of the Base
  Rate for such day plus the Applicable Percentage, if any, for Base Rate Loans
  for such day. Such interest shall be payable quarterly in arrears on each Quarterly
  Date and, with respect to the principal amount of any Base Rate Loan converted
  to a Euro-Dollar Loan, on the date such Base Rate Loan is so converted. Any
  overdue principal of or interest on any Base Rate Loan shall bear interest,
  payable on demand, for each day until paid at a rate per annum equal to the
  sum of 2% plus the rate otherwise applicable to Base Rate Loans for such day.

(c)   Euro-Dollar Loans. Each
  Euro-Dollar Loan shall bear interest on the outstanding principal amount thereof,
  for each day during the Interest Period applicable thereto, at a rate per annum
  equal to the sum of the Adjusted London Interbank Offered Rate for such Interest
  Period plus the Applicable Percentage for Euro-Dollar Loans for such day plus
  the Applicable Utilization Fee for such day, if any; provided, that if
  any Euro-Dollar Loan or any portion thereof shall, as a result of clause (iii)
  of the definition of Interest Period, have an Interest Period of less than one
  month, such portion shall bear interest during such Interest Period at the rate
  applicable to Base Rate Loans during such period. Such interest shall be payable
  for each Interest Period on the last day thereof and, if such Interest Period
  is longer than three months, at intervals of three months after the first day
  thereof. Any overdue principal of or interest on any Euro-Dollar Loan shall
  bear interest, payable on demand, for each day until paid at a rate per annum
  equal to the sum of 2% plus the sum of (A) the Adjusted London Interbank Offered
  Rate applicable to such Loan at the date such payment was due plus (B) the Applicable
  Percentage for Euro-Dollar Loans for such day plus (C) the Applicable Utilization
  Fee, if any, (or, if the circumstance described in Section 2.13 shall exist,
  at a rate per annum equal to the sum of 2% plus the rate applicable to Base
  Rate Loans for such day).

(d)   Method of Electing Interest Rates.

(i)   Subject to Section 2.05(a), the Loans
  included in each Borrowing shall bear interest initially at the type of rate
  specified by the Borrower in the applicable Notice of Borrowing. Thereafter,
  with respect to each Group of Loans, the Borrower shall have the option (A)
  to convert all or any part of (y) so long as no Default or Event of Default
  is in existence on the date of conversion, outstanding Base Rate Loans to Euro-Dollar
  Loans and (z) outstanding Euro-Dollar Loans to Base Rate Loans; provided,
  that in each case that the amount so converted shall be equal to $10,000,000
  or any larger multiple of $1,000,000, or (B) upon the expiration of any Interest
  Period applicable to outstanding Euro-Dollar Loans, so long as no Default or
  Event of Default is in existence on the date of continuation, to continue all
  or any portion of such Loans equal to $10,000,000 and any larger multiple of
  $1,000,000 in excess of that amount as Euro-Dollar Loans. The Interest Period
  of any Base Rate Loan converted to a Euro-Dollar Loan pursuant to clause (A)
  above shall commence on the date of such conversion. The succeeding Interest
  Period of any Euro-Dollar Loan continued pursuant to clause (B) above shall
  commence on the last day of the Interest Period of the Loan so continued. Euro-Dollar
  Loans may only be converted on the last day of the then current Interest Period
  applicable thereto or on the date required pursuant to Section 2.17.

(ii)   The Borrower shall deliver a written
  notice of each such conversion or continuation (a "Notice of Conversion/Continuation")
  to the Administrative Agent no later than (A) 12:00 Noon (Charlotte, North Carolina
  time) at least three Business Days before the date of the proposed conversion
  to, or continuation of, a Euro-Dollar Loan and (B) 11:30 A.M. (Charlotte, North
  Carolina time) on the day of a conversion to a Base Rate Loan. A written Notice
  of Conversion/Continuation shall be substantially in the form of Exhibit A-2
  attached hereto and shall specify: (A) the Group of Loans (or portion thereof)
  to which such notice applies, (B) the proposed conversion/continuation date
  (which shall be a Business Day), (C) the aggregate amount of the Loans being
  converted/continued, (D) an election between the Base Rate and the Adjusted
  London Interbank Offered Rate and (E) in the case of a conversion to, or a continuation
  of, Euro-Dollar Loans, the requested Interest Period. Upon receipt of a Notice
  of Conversion/Continuation, the Administrative Agent shall give each Lender
  prompt notice of the contents thereof and such Lender's pro rata share of all
  conversions and continuations requested therein. If no timely Notice of Conversion/Continuation
  is delivered by the Borrower as to any Euro-Dollar Loan, and such Loan is not
  repaid by the Borrower at the end of the applicable Interest Period, such Loan
  shall be converted automatically to a Base Rate Loan on the last day of the
  then applicable Interest Period.

(e)   Determination and Notice of Interest
  Rates. The Administrative Agent shall determine each interest rate applicable
  to the Loans hereunder. The Administrative Agent shall give prompt notice to
  the Borrower and the participating Lenders of each rate of interest so determined,
  and its determination thereof shall be conclusive in the absence of manifest
  error. Any notice with respect to Euro-Dollar Loans shall, without the necessity
  of the Administrative Agent so stating in such notice, be subject to adjustments
  in the Applicable Percentage applicable to such Loans after the beginning of
  the Interest Period applicable thereto. When during an Interest Period any event
  occurs that causes an adjustment in the Applicable Percentage applicable to
  Loans to which such Interest Period is applicable, the Administrative Agent
  shall give prompt notice to the Borrower and the Lenders of such event and the
  adjusted rate of interest so determined for such Loans, and its determination
  thereof shall be conclusive in the absence of manifest error.

Section 2.06   Fees.

(a)   Commitment Fees. The Borrower
  shall pay to the Administrative Agent for the account of each Lender a fee (the
  "Commitment Fee") for each day at a rate per annum equal to the Applicable
  Percentage for the Commitment Fee for such day. The Commitment Fee shall accrue
  from and including the Effective Date to but excluding the last day of the Availability
  Period on the amount by which such Lender's Revolving Commitment exceeds the
  sum of its Revolving Outstandings on such day, and shall be payable on the last
  day of each March, June, September and December and on the Revolving Termination
  Date.

(b)   Letter of Credit Fees. The
  Borrower shall pay to the Administrative Agent a fee (the "Letter of Credit
  Fee") for each day at a rate per annum equal to the Applicable Percentage
  for the Letter of Credit Fee for such day plus the Applicable Utilization Fee
  for such day, if any. The Letter of Credit Fee shall accrue from and including
  the Effective Date to but excluding the last day of the Availability Period
  on the aggregate amount available for drawing under any Letters of Credit outstanding
  on such day and shall be payable for the account of the Lenders ratably in proportion
  to their participations in such Letter(s) of Credit. In addition, the Borrower
  shall pay to each Issuing Lender a fee (the "Fronting Fee") in respect
  of each Letter of Credit issued by such Issuing Lender computed at the rate
  of .125% per annum on the average amount available for drawing under such Letter(s)
  of Credit. Fronting Fees shall be due and payable quarterly in arrears on each
  Quarterly Date and upon the first day after the Revolving Termination Date upon
  which no Letters of Credit remain outstanding. In addition, the Borrower agrees
  to pay to each Issuing Lender, upon each issuance of, payment under, and/or
  amendment of, a Letter of Credit, such amount as shall at the time of such issuance,
  payment or amendment be the administrative charges and expenses which such Issuing
  Lender is customarily charging for issuances of, payments under, or amendments
  to letters of credit issued by it.

(c)   Payments. Except as otherwise
  provided in this Section 2.06, accrued fees under this Section 2.06 in respect
  of Loans and Letter of Credit Liabilities shall be payable quarterly in arrears
  on each Quarterly Date, on the last day of the Availability Period and, if later,
  on the date the Loans and Letter of Credit Liabilities shall be repaid in their
  entirety. Fees paid hereunder shall not be refundable under any circumstances.

Section 2.07   Adjustments
  of Commitments.

(a)   Optional Termination or Reductions
  of Commitments (Pro-Rata). The Borrower may, upon at least three Business
  Days' notice to the Administrative Agent, (i) terminate the Revolving Commitments,
  if there are no Revolving Outstandings at such time or (ii) ratably reduce from
  time to time by an aggregate amount of $10,000,000 or any larger multiple of
  $5,000,000, the aggregate amount of the Revolving Commitments in excess of the
  aggregate Revolving Outstandings. Upon receipt of any such notice, the Administrative
  Agent shall promptly notify the Lenders. If the Revolving Commitments are terminated
  in their entirety, all accrued fees shall be payable on the effective date of
  such termination.

(b)   Optional Termination of Commitments
  (Non-Pro-Rata). If (i) any Lender has demanded compensation or indemnification
  pursuant to Sections 2.13, 2.14, 2.15 or 2.16, (ii) the obligation of any Lender
  to make Euro-Dollar Loans has been suspended pursuant to Section 2.14 or (iii)
  any Lender is a Defaulting Lender (each such Lender described in clauses (i),
  (ii) or (iii) being a "Retiring Lender"), the Borrower shall have
  the right, if no Default or Event of Default then exists, to replace such Lender
  with one or more Eligible Assignees (which may be one or more of the Continuing
  Lenders) (each a "Replacement Lender" and, collectively, the "Replacement
  Lenders") reasonably acceptable to the Administrative Agent. The replacement
  of a Retiring Lender pursuant to this Section 2.07(b) shall be effective on
  the tenth Business Day (the "Replacement Date") following the date
  of notice of such replacement to the Retiring Lender and each Continuing Lender
  through the Administrative Agent, subject to the satisfaction of the following
  conditions:

(i)   the Replacement Lender shall have satisfied
  the conditions to assignment and assumption set forth in Section 9.06(c) (with
  all fees payable pursuant to Section 9.06(c) to be paid by the Borrower) and,
  in connection therewith, the Replacement Lender(s) shall pay:

(A)   to the Retiring Lender an amount equal
  in the aggregate to the sum of (x) the principal of, and all accrued but unpaid
  interest on, all outstanding Loans of the Retiring Lender, (y) all unpaid drawings
  that have been funded by (and not reimbursed to) the Retiring Lender under Section
  3.10, together with all accrued but unpaid interest with respect thereto and
  (z) all accrued but unpaid fees owing to the Retiring Lender pursuant to Section
  2.07; and

(B)   to the Issuing Lenders an amount equal
  to the aggregate amount owing by the Retiring Lender to the Issuing Lenders
  as reimbursement pursuant to Section 3.09, to the extent such amount was not
  theretofore funded by such Retiring Lender; and

(ii)   the Borrower shall have paid to the Administrative
  Agent for the account of the Retiring Lender an amount equal to all obligations
  owing to the Retiring Lender by the Borrower pursuant to this Agreement and
  the other Loan Documents (other than those obligations of the Borrower referred
  to in clause (i)(A) above).

On the Replacement Date, each Replacement Lender that is a
  New Lender shall become a Lender hereunder, and the Retiring Lender shall cease
  to constitute a Lender hereunder; provided, that the provisions of this
  Agreement (including, without limitation, the provisions of Sections 2.11, 2.15,
  2.16 and 9.03) shall continue to govern the rights and obligations of a Retiring
  Lender with respect to any Loans made, any Letters of Credit issued or any other
  actions taken by such Retiring Lender while it was a Lender.

In lieu of the foregoing, upon express written consent of a
  majority of the Continuing Lenders, the Borrower shall have the right to terminate
  the Revolving Commitment of a Retiring Lender in full. Upon payment by the Borrower
  to the Administrative Agent for the account of the Retiring Lender of an amount
  equal to the sum of (i) the aggregate principal amount of all Loans and Letter
  of Credit Liabilities held by the Retiring Lender and (ii) all accrued interest,
  fees and other amounts owing to the Retiring Lender hereunder, including, without
  limitation, all amounts payable by the Borrower to the Retiring Lender under
  Sections 2.11, 2.15, 2.16 or 9.03, such Retiring Lender shall cease to constitute
  a Lender hereunder; provided, that the provisions of this Agreement (including,
  without limitation, the provisions of Sections 2.11, 2.15, 2.16 and 9.03) shall
  continue to govern the rights and obligations of a Retiring Lender with respect
  to any Loans made, any Letters of Credit issued or any other actions taken by
  such Retiring Lender while it was a Lender.

Section2.08   Maturity
  of Loans; Mandatory Prepayments.

(a)   Scheduled Repayments and Prepayments of
  Loans; Overline Repayments.

(i)   The Revolving Loans shall mature on the
  Revolving Termination Date, and any Revolving Loans or Letter of Credit Liabilities
  then outstanding (together with accrued interest thereon and fees in respect
  thereof) shall be due and payable or, in the case of Letters of Credit, cash
  collateralized pursuant to Section 2.08(a)(ii), on such date.

(ii)   If on any date the aggregate Revolving
  Outstandings exceed the aggregate amount of the Revolving Commitments, the Borrower
  shall prepay, and there shall become due and payable (together with accrued
  interest thereon), such date an aggregate principal amount of Loans equal to
  such excess. If the outstanding Revolving Loans have been repaid in full or
  the Revolving Termination Date shall have occurred and any Letter of Credit
  Liabilities remain outstanding, the Borrower shall cash collateralize any Letter
  of Credit Liabilities by depositing in a cash collateral account established
  and maintained (including the investments made pursuant thereto) by the Administrative
  Agent pursuant to a cash collateral agreement in form and substance satisfactory
  to the Administrative Agent such amounts as are necessary so that, after giving
  effect to the repayment of Revolving Loans and the cash collateralization of
  Letter of Credit Liabilities pursuant to this subsection, the aggregate Revolving
  Outstandings do not exceed the aggregate amount of the Revolving Commitments.
  In determining Revolving Outstandings for purposes of this clause (ii), Letter
  of Credit Liabilities shall be reduced to the extent that they are cash collateralized
  as contemplated by this Section 2.08(a)(ii).

(b)   Applications of Prepayments and Reductions.

(i)   Each prepayment of Loans pursuant to this
  Section 2.08 shall be applied ratably to the respective Loans of all of the
  Lenders.

(ii)   Each payment of principal of the Loans
  shall be made together with interest accrued on the amount repaid to the date
  of payment.

(iii)   Each payment of the Loans shall be applied
  to such Group or Groups of Loans as the Borrower may designate (or, failing
  such designation, as determined by the Administrative Agent).

Section 2.09   Optional
  Prepayments and Repayments.

(a)   Prepayments of Loans. The
  Borrower may (i) upon at least one Business Day's notice to the Administrative
  Agent, prepay any Base Rate Borrowing or (ii) upon at least three Business Days'
  notice to the Administrative Agent, prepay any Euro-Dollar Borrowing, in each
  case in whole at any time, or from time to time in part in amounts aggregating
  $10,000,000 or any larger multiple of $1,000,000, by paying the principal amount
  to be prepaid together with accrued interest thereon to the date of prepayment.
  Each such optional prepayment shall be applied to prepay ratably the Loans of
  the several Lenders included in such Borrowing.

(b)   Notice to Lenders. Upon
  receipt of a notice of prepayment pursuant to this Section 2.09(b), the Administrative
  Agent shall promptly notify each Lender of the contents thereof and of such
  Lender's ratable share (if any) of such prepayment, and such notice shall not
  thereafter be revocable by the Borrower.

Section 2.10   General
  Provisions as to Payments.

(a)   Payments by the Borrower.
  The Borrower shall make each payment of principal of and interest on the Loans
  and Letter of Credit Liabilities and fees hereunder (other than fees payable
  directly to the Issuing Lenders) not later than 12:00 Noon (Charlotte, North
  Carolina time) on the date when due, without set-off, counterclaim or other
  deduction, in Federal or other funds immediately available in Charlotte, North
  Carolina, to the Administrative Agent at its address referred to in Section
  9.01. The Administrative Agent will promptly distribute to each Lender its ratable
  share of each such payment received by the Administrative Agent for the account
  of the Lenders. Whenever any payment of principal of or interest on the Base
  Rate Loans or Letter of Credit Liabilities or of fees shall be due on a day
  which is not a Business Day, the date for payment thereof shall be extended
  to the next succeeding Business Day. Whenever any payment of principal of or
  interest on the Euro-Dollar Loans shall be due on a day which is not a Business
  Day, the date for payment thereof shall be extended to the next succeeding Business
  Day unless such Business Day falls in another calendar month, in which case
  the date for payment thereof shall be the next preceding Business Day. If the
  date for any payment of principal is extended by operation of law or otherwise,
  interest thereon shall be payable for such extended time.

(b)   Distributions by the Administrative
  Agent. Unless the Administrative Agent shall have received notice from
  the Borrower prior to the date on which any payment is due to the Lenders hereunder
  that the Borrower will not make such payment in full, the Administrative Agent
  may assume that the Borrower has made such payment in full to the Administrative
  Agent on such date, and the Administrative Agent may, in reliance upon such
  assumption, cause to be distributed to each Lender on such due date an amount
  equal to the amount then due such Lender. If and to the extent that the Borrower
  shall not have so made such payment, each Lender shall repay to the Administrative
  Agent forthwith on demand such amount distributed to such Lender together with
  interest thereon, for each day from the date such amount is distributed to such
  Lender until the date such Lender repays such amount to the Administrative Agent,
  at the Federal Funds Rate.

Section 2.11   Funding
  Losses. If the Borrower makes any payment of principal with respect
  to any Euro-Dollar Loan pursuant to the terms and provisions of this Agreement
  (any conversion of a Euro-Dollar Loan to a Base Rate Loan pursuant to Section
  2.17 being treated as a payment of such Euro-Dollar Loan on the date of conversion
  for purposes of this Section 2.11) on any day other than the last day of the
  Interest Period applicable thereto, or the last day of an applicable period
  fixed pursuant to Section 2.05(c), or if the Borrower fails to borrow, convert
  or prepay any Euro-Dollar Loan after notice has been given in accordance with
  the provisions of this Agreement, the Borrower shall reimburse each Lender within
  15 days after demand for any resulting loss or expense incurred by it (and by
  an existing Participant in the related Loan), including, without limitation,
  any loss incurred in obtaining, liquidating or employing deposits from third
  parties, but excluding loss of margin for the period after any such payment
  or failure to borrow or prepay; provided, that such Lender shall have
  delivered to the Borrower a certificate as to the amount of such loss or expense,
  which certificate shall be conclusive in the absence of manifest error.

Section 2.12   Computation
  of Interest and Fees. Interest on Loans based on the Prime Rate hereunder
  shall be computed on the basis of a year of 365 days (or 366 days in a leap
  year) and paid for the actual number of days elapsed. All other interest and
  fees shall be computed on the basis of a year of 360 days and paid for the actual
  number of days elapsed (including the first day but excluding the last day).

Section 2.13   Basis
  for Determining Interest Rate Inadequate, Unfair or Unavailable. If
  on or prior to the first day of any Interest Period for any Euro-Dollar Loan:
  (a) Lenders having 50% or more of the aggregate amount of the Revolving Commitments
  advise the Administrative Agent that the Adjusted London Interbank Offered Rate
  as determined by the Administrative Agent, will not adequately and fairly reflect
  the cost to such Lenders of funding their Euro-Dollar Loans for such Interest
  Period; or (b) the Administrative Agent shall determine that no reasonable means
  exists for determining the Adjusted London Interbank Offered Rate, the Administrative
  Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon
  until the Administrative Agent notifies the Borrower that the circumstances
  giving rise to such suspension no longer exist, (i) the obligations of the Lenders
  to make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans
  shall be suspended; and (ii) each outstanding Euro-Dollar Loan shall be converted
  into a Base Rate Loan on the last day of the current Interest Period applicable
  thereto. Unless the Borrower notifies the Administrative Agent at least two
  Domestic Business Days before the date of (or, if at the time the Borrower receives
  such notice the day is the date of, or the date immediately preceding, the date
  of such Euro-Dollar Borrowing, by 10:00 A.M. on the date of) any Euro-Dollar
  Borrowing for which a Notice of Borrowing has previously been given that it
  elects not to borrow on such date, such Borrowing shall instead be made as a
  Base Rate Borrowing.

Section 2.14   Illegality.
  If, on or after the date of this Agreement, the adoption of any applicable law,
  rule or regulation, or any change in any applicable law, rule or regulation,
  or any change in the interpretation or administration thereof by any Governmental
  Authority, central bank or comparable agency charged with the interpretation
  or administration thereof, or compliance by any Lender (or its Euro-Dollar Lending
  Office) with any request or directive (whether or not having the force of law)
  of any such authority, central bank or comparable agency shall make it unlawful
  or impossible for any Lender (or its Euro-Dollar Lending Office) to make, maintain
  or fund its Euro-Dollar Loans and such Lender shall so notify the Administrative
  Agent, the Administrative Agent shall forthwith give notice thereof to the other
  Lenders and the Borrower, whereupon until such Lender notifies the Borrower
  and the Administrative Agent that the circumstances giving rise to such suspension
  no longer exist, the obligation of such Lender to make Euro-Dollar Loans, or
  to convert outstanding Loans into Euro-Dollar Loans, shall be suspended. Before
  giving any notice to the Administrative Agent pursuant to this Section, such
  Lender shall designate a different Euro-Dollar Lending Office if such designation
  will avoid the need for giving such notice and will not, in the judgment of
  such Lender, be otherwise disadvantageous to such Lender. If such notice is
  given, each Euro-Dollar Loan of such Lender then outstanding shall be converted
  to a Base Rate Loan either (i) on the last day of the then current Interest
  Period applicable to such Euro-Dollar Loan if such Lender may lawfully continue
  to maintain and fund such Loan to such day or (ii) immediately if such Lender
  shall determine that it may not lawfully continue to maintain and fund such
  Loan to such day.

Section 2.15   Increased
  Cost and Reduced Return.

(a)   Increased Costs. If after
  the date hereof, the adoption of any applicable law, rule or regulation, or
  any change in any applicable law, rule or regulation, or any change in the interpretation
  or administration thereof by any Governmental Authority, central bank or comparable
  agency charged with the interpretation or administration thereof, or compliance
  by any Lender (or its Applicable Lending Office) with any request or directive
  (whether or not having the force of law) of any such authority, central bank
  or comparable agency shall impose, modify or deem applicable any reserve (including,
  without limitation, any such requirement imposed by the Board of Governors of
  the Federal Reserve System), special deposit, insurance assessment or similar
  requirement against Letters of Credit issued or participated in by, assets of,
  deposits with or for the account of or credit extended by, any Lender (or its
  Applicable Lending Office) or shall impose on any Lender (or its Applicable
  Lending Office) or on the United States market for certificates of deposit or
  the London interbank market any other condition affecting its Euro-Dollar Loans,
  its Revolving Notes, its obligation to make Euro-Dollar Loans or its obligations
  hereunder in respect of Letters of Credit, and the result of any of the foregoing
  is to increase the cost to such Lender (or its Applicable Lending Office) of
  making or maintaining any Euro-Dollar Loan, or of issuing or participating in
  any Letter of Credit, or to reduce the amount of any sum received or receivable
  by such Lender (or its Applicable Lending Office) under this Agreement or under
  its Revolving Notes with respect thereto, then, within 15 days after demand
  by such Lender (with a copy to the Administrative Agent), the Borrower shall
  pay to such Lender such additional amount or amounts, as determined by such
  Lender in good faith, as will compensate such Lender for such increased cost
  or reduction, solely to the extent that any such additional amounts were incurred
  by the Lender within 90 days of such demand.

(b)   Capital Adequacy. If any
  Lender shall have determined that, after the date hereof, the adoption of any
  applicable law, rule or regulation regarding capital adequacy, or any change
  in any such law, rule or regulation, or any change in the interpretation or
  administration thereof by any Governmental Authority, central bank or comparable
  agency charged with the interpretation or administration thereof, or any request
  or directive regarding capital adequacy (whether or not having the force of
  law) of any such authority, central bank or comparable agency, has or would
  have the effect of reducing the rate of return on capital of such Lender (or
  any Person controlling such Lender) as a consequence of such Lender's obligations
  hereunder to a level below that which such Lender (or any Person controlling
  such Lender) could have achieved but for such adoption, change, request or directive
  (taking into consideration its policies with respect to capital adequacy), then
  from time to time, within 15 days after demand by such Lender (with a copy to
  the Administrative Agent), the Borrower shall pay to such Lender such additional
  amount or amounts as will compensate such Lender (or any Person controlling
  such Lender) for such reduction, solely to the extent that any such additional
  amounts were incurred by the Lender within 90 days of such demand.

(c)   Notices. Each Lender will
  promptly notify the Borrower and the Administrative Agent of any event of which
  it has knowledge, occurring after the date hereof, that will entitle such Lender
  to compensation pursuant to this Section and will designate a different Applicable
  Lending Office if such designation will avoid the need for, or reduce the amount
  of, such compensation and will not, in the judgment of such Lender, be otherwise
  disadvantageous to such Lender. A certificate of any Lender claiming compensation
  under this Section and setting forth in reasonable detail the additional amount
  or amounts to be paid to it hereunder shall be conclusive in the absence of
  manifest error. In determining such amount, such Lender may use any reasonable
  averaging and attribution methods.

Section 2.16   Taxes.

(a)   Payments Net of Certain Taxes.
  Any and all payments by the Borrower to or for the account of any Lender or
  any Agent hereunder or under any other Loan Document shall be made free and
  clear of and without deduction for any and all present or future taxes, duties,
  levies, imposts, deductions, charges and withholdings and all liabilities with
  respect thereto, excluding: (i) taxes imposed on or measured by the net income
  (including branch profits or similar taxes) of, and gross receipts, franchise
  or similar taxes imposed on, any Agent or any Lender by the jurisdiction (or
  subdivision thereof) under the laws of which such Lender or Agent is organized
  or in which its principal executive office is located or, in the case of each
  Lender, in which its Applicable Lending Office is located, and (ii) in the case
  of each Lender, any United States withholding tax imposed on such payments,
  but only to the extent that such Lender is subject to United States withholding
  tax at the time such Lender first becomes a party to this Agreement or changes
  its Applicable Lending Office (all such nonexcluded taxes, duties, levies, imposts,
  deductions, charges, withholdings and liabilities 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 any other
  Loan Document to any Lender or any Agent, (i) the sum payable shall be increased
  as necessary so that after making all such required deductions (including deductions
  applicable to additional sums payable under this Section 2.16(a)) such Lender
  or 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, (iii) the Borrower shall pay the full amount deducted to the relevant
  taxation authority or other authority in accordance with applicable law and
  (iv) the Borrower shall furnish to the Administrative Agent, for delivery to
  such Lender, the original or a certified copy of a receipt evidencing payment
  thereof.

(b)   Other Taxes. In addition,
  the Borrower agrees to pay any and all present or future stamp or documentary
  taxes and any other excise or property taxes, or similar charges or levies,
  which arise from any payment made pursuant to this Agreement, any Revolving
  Note or any other Loan Document or from the execution, delivery, registration
  or enforcement of, or otherwise with respect to, this Agreement, any Revolving
  Note or any other Loan Document (collectively, "Other Taxes").

(c)   Indemnification. The Borrower
  agrees to indemnify each Lender and each Agent for the full amount of Taxes
  and Other Taxes (including, without limitation, any Taxes or Other Taxes imposed
  or asserted by any jurisdiction on amounts payable under this Section 2.16(c)),
  whether or not correctly or legally asserted, paid by such Lender or Agent (as
  the case may be) and any liability (including penalties, interest and expenses)
  arising therefrom or with respect thereto as certified in good faith to the
  Borrower by each Lender or Agent seeking indemnification pursuant to this Section
  2.16(c). This indemnification shall be paid within 15 days after such Lender
  or Agent (as the case may be) makes demand therefor.

(d)   Refunds or Credits. If a
  Lender or Agent receives a refund, credit or other reduction from a taxation
  authority for any Taxes or Other Taxes for which it has been indemnified by
  the Borrower or with respect to which the Borrower has paid additional amounts
  pursuant to this Section 2.16, it shall within 15 days from the date of such
  receipt pay over the amount of such refund, credit or other reduction to the
  Borrower (but only to the extent of indemnity payments made or additional amounts
  paid by the Borrower under this Section 2.16 with respect to the Taxes or Other
  Taxes giving rise to such refund, credit or other reduction), net of all reasonable
  out-of-pocket expenses of such Lender or Agent (as the case may be) and without
  interest (other than interest paid by the relevant taxation authority with respect
  to such refund, credit or other reduction); provided, however,
  that the Borrower agrees to repay, upon the request of such Lender or Agent
  (as the case may be), the amount paid over to the Borrower (plus penalties,
  interest or other charges) to such Lender or Agent in the event such Lender
  or Agent is required to repay such refund or credit to such taxation authority.

(e)   Tax Forms and Certificates.
  On or before the date it becomes a party to this Agreement, from time to time
  thereafter if reasonably requested by the Borrower, and at any time it changes
  its Applicable Lending Office, each Lender organized under the laws of a jurisdiction
  other than the United States, any State thereof or the District of Columbia
  (a "Non-U.S. Lender") shall deliver to the Borrower and the Administrative
  Agent: (i) two properly completed and duly executed copies of Internal Revenue
  Service Form W-8 BEN, or any successor form prescribed by the Internal Revenue
  Service, certifying that such Lender is entitled to the benefits under an income
  tax treaty to which the United States is a party which exempts the Lender from
  United States withholding tax or reduces the rate of withholding tax on payments
  of interest for the account of such Lender or (ii) two properly completed and
  duly executed copies of Internal Revenue Service Form W-8 ECI, or any successor
  form prescribed by the Internal Revenue Service, certifying that the income
  receivable pursuant to this Agreement and the other Loan Documents is effectively
  connected with the conduct of a trade or business in the United States. In addition,
  each Non-U.S. Lender agrees that from time to time after the Closing Date, when
  a lapse in time or change in circumstances renders the previous certification
  obsolete or inaccurate in any material respect, it will deliver to the Borrower
  and the Administrative Agent two new accurate and complete signed originals
  of Internal Revenue Service Form W-8 BEN or W-8 ECI, or successor forms, as
  the case may be, and such other forms as may be required in order to confirm
  or establish the entitlement of such Non-U.S. Lender to a continued exemption
  from or reduction in United States withholding tax with respect to payments
  under this Agreement and any other Loan Document, or it shall immediately notify
  the Borrower and the Administrative Agent of its inability to deliver any such
  Form or certificate.

(f)   Exclusions. The Borrower
  shall not be required to indemnify any Non-U.S. Lender or Agent, or to pay any
  additional amount to any Non-U.S. Lender or Agent, pursuant to Section 2.16(a),
  (b) or (c) in respect of Taxes or Other Taxes to the extent that the obligation
  to indemnify or pay such additional amounts would not have arisen but for the
  failure of such Non-U.S. Lender to comply with the provisions of subsection
  (e) above.

(g)   Mitigation. If the Borrower
  is required to pay additional amounts to or for the account of any Lender pursuant
  to this Section 2.16, then such Lender will use reasonable efforts (which shall
  include efforts to rebook the Revolving Loans held by such Lender to a new Applicable
  Lending Office, or through another branch or affiliate of such Lender) to change
  the jurisdiction of its Applicable Lending Office if, in the good faith judgment
  of such Lender, such efforts (i) will eliminate or, if it is not possible to
  eliminate, reduce to the greatest extent possible any such additional payment
  which may thereafter accrue and (ii) is not otherwise disadvantageous, in the
  sole determination of such Lender, to such Lender. Any Lender claiming any indemnity
  payment or additional amounts payable pursuant to this Section shall use reasonable
  efforts (consistent with legal and regulatory restrictions) to file any certificate
  or document reasonably requested in writing by the Borrower or to change the
  jurisdiction of its Applicable Lending Office if the making of such a filing
  or change would avoid the need for or reduce the amount of any such indemnity
  payment or additional amounts that may thereafter accrue and would not, in the
  sole determination of such Lender, be otherwise disadvantageous to such Lender.

(h)   Confidentiality. Nothing
  contained in this Section shall require any Lender or any Agent to make available
  any of its tax returns (or any other information that it deems to be confidential
  or proprietary).

Section 2.17   Base
  Rate Loans Substituted for Affected Euro-Dollar Loans. If (a) the obligation
  of any Lender to make or maintain, or to convert outstanding Loans to, Euro-Dollar
  Loans has been suspended pursuant to Section 2.14 or (b) any Lender has demanded
  compensation under Section 2.15(a) with respect to its Euro-Dollar Loans and,
  in any such case, the Borrower shall, by at least four Euro-Dollar Business
  Days' prior notice to such Lender through the Administrative Agent, have elected
  that the provisions of this Section shall apply to such Lender, then, unless
  and until such Lender notifies the Borrower that the circumstances giving rise
  to such suspension or demand for compensation no longer apply:

(i)   all Loans which would otherwise be made
  by such Lender as (or continued as or converted into) Euro-Dollar Loans shall
  instead be Base Rate Loans (on which interest and principal shall be payable
  contemporaneously with the related Euro-Dollar Loans of the other Lenders);
  and

(ii)   after each of its Euro-Dollar Loans has
  been repaid (or converted to a Base Rate Loan), all payments of principal that
  would otherwise be applied to repay such Euro-Dollar Loans shall be applied
  to repay its Base Rate Loans instead.

If such Lender notifies the Borrower that the circumstances
  giving rise to such notice no longer apply, the principal amount of each such
  Base Rate Loan shall be converted into a Euro-Dollar Loan on the first day of
  the next succeeding Interest Period applicable to the related Euro-Dollar Loans
  of the other Lenders.

ARTICLE III
  LETTERS OF CREDIT

Section 3.01   Existing
  Letters of Credit. On the Closing Date, each Issuing Lender that has
  issued an Existing Letter of Credit shall be deemed, without further action
  by any party to this Agreement, to have sold to each Lender having a Revolving
  Commitment, and each such Lender shall be deemed, without further action by
  any party hereto, to have purchased from such Issuing Lender, without recourse
  or warranty, an undivided participation interest in such Existing Letter of
  Credit and the related Letter of Credit Liabilities in the proportion its Revolving
  Commitment bears to the aggregate Revolving Commitments.

Section 3.02   Additional
  Letters of Credit. The Issuing Lender agrees, on the terms and conditions
  set forth in this Agreement, to issue Letters of Credit from time to time before
  the 5th day prior to the Revolving Termination Date for the account, and upon
  the request, of the Borrower and in support of such obligations of the Borrower
  that are acceptable to the Issuing Lender (each such letter of credit, a "Standby
  Letter of Credit" and, collectively, the "Standby Letters of Credit");
  provided, that, immediately after each Letter of Credit is issued, (A)
  the aggregate amount of the Letter of Credit Liabilities shall not exceed the
  Letter of Credit Commitment and (B) the Revolving Outstandings shall not exceed
  the aggregate amount of the Revolving Commitments.

Section 3.03   Method
  of Issuance of Letters of Credit. The Borrower shall give the Issuing
  Lender notice substantially in the form of Exhibit A-3 to this Agreement (a
  "Letter of Credit Request") of the requested issuance or extension
  of a Letter of Credit prior to 1:00 P.M. (Charlotte, North Carolina time) on
  the proposed date of the issuance or extension of Standby Letters of Credit
  (which shall be a Domestic Business Day) (or such shorter period as may be agreed
  by the Issuing Lender in any particular instance), specifying the date such
  Letter of Credit is to be issued or extended and describing the terms of such
  Letter of Credit and the nature of the transactions to be supported thereby.
  The extension or renewal of any Letter of Credit shall be deemed to be an issuance
  of such Letter of Credit, and if any Letter of Credit contains a provision pursuant
  to which it is deemed to be extended unless notice of termination is given by
  the Issuing Lender, the Issuing Lender shall timely give such notice of termination
  unless it has theretofore timely received a Letter of Credit Request and the
  other conditions to issuance of a Letter of Credit have theretofore been met
  with respect to such extension. No Letter of Credit shall have a term of more
  than one year; provided, that no Letter of Credit shall have a term extending
  or be so extendible beyond the fifth Business Day before the Revolving Termination
  Date.

Section 3.04   Conditions
  to Issuance of Additional Letters of Credit. The issuance by the Issuing
  Lender of each Additional Letter of Credit shall, in addition to the conditions
  precedent set forth in Article III, be subject to the conditions precedent that
  (i) such Letter of Credit shall be satisfactory in form and substance to the
  Issuing Lender, (ii) the Borrower shall have executed and delivered such other
  instruments and agreements relating to such Letter of Credit as the Issuing
  Lender shall have reasonably requested and (iii) the Issuing Lender shall have
  confirmed on the date of (and after giving effect to) such issuance that (A)
  the aggregate amount of all Letter of Credit Liabilities will not exceed the
  Letter of Credit Commitment and (B) the aggregate Revolving Outstandings will
  not exceed the aggregate amount of the Revolving Commitments. Notwithstanding
  any other provision of this Section 3.04, the Issuing Lender shall not be under
  any obligation to issue any Additional Letter of Credit if: any order, judgment
  or decree of any governmental authority shall by its terms purport to enjoin
  or restrain the Issuing Lender from issuing such Additional Letter of Credit,
  or any requirement of law applicable to the Issuing Lender or any request or
  directive (whether or not having the force of law) from any governmental authority
  with jurisdiction over the Issuing Lender shall prohibit, or request that the
  Issuing Lender refrain from, the issuance of letters of credit generally or
  such Additional Letter of Credit in particular or shall impose upon the Issuing
  Lender with respect to such Additional Letter of Credit any restriction, reserve
  or capital requirement (for which the Issuing Lender is not otherwise compensated
  hereunder) not in effect on the Closing Date, or shall impose upon the Issuing
  Lender any unreimbursed loss, cost or expense which was not applicable on the
  Closing Date and which the Issuing Lender in good faith deems material to it.

Section 3.05   Purchase
  and Sale of Letter of Credit Participations. Upon the issuance by an
  Issuing Lender of a Letter of Credit, such Issuing Lender shall be deemed, without
  further action by any party hereto, to have sold to each Lender, and each Lender
  shall be deemed, without further action by any party hereto, to have purchased
  from such Issuing Lender, without recourse or warranty, an undivided participation
  interest in such Letter of Credit and the related Letter of Credit Liabilities
  in the proportion its Revolving Commitment bears to the aggregate Revolving
  Commitments (although the Fronting Fee payable under Section 2.06(b) shall be
  payable directly to the Administrative Agent for the account of the applicable
  Issuing Lender, and the Lenders (other than such Issuing Lender) shall have
  no right to receive any portion of any such Fronting Fee) and any security therefor
  or guaranty pertaining thereto. Upon any change in the Revolving Commitments
  pursuant to Section 9.06(c), there shall be an automatic adjustment to the participations
  in all outstanding Letters of Credit and Letter of Credit Liabilities to reflect
  the adjusted Revolving Commitments of the assigning and assignee Lenders or
  of all Lenders having Revolving Commitments, as the case may be.

Section 3.06   Drawings
  under Letters of Credit. Upon receipt from the beneficiary of any Letter
  of Credit of any notice of a drawing under such Letter of Credit, the applicable
  Issuing Lender shall determine in accordance with the terms of such Letter of
  Credit whether such drawing should be honored. If the Issuing Lender determines
  that any such drawing shall be honored, such Issuing Lender shall make available
  to such beneficiary in accordance with the terms of such Letter of Credit the
  amount of the drawing and shall notify the Borrower as to the amount to be paid
  as a result of such drawing and the payment date.

Section 3.07   Reimbursement
  Obligations. The Borrower shall be irrevocably and unconditionally obligated
  forthwith to reimburse the applicable Issuing Lender for any amounts paid by
  such Issuing Lender upon any drawing under any Letter of Credit, together with
  any and all reasonable charges and expenses which the Issuing Lender may pay
  or incur relative to such drawing and interest on the amount drawn at the rate
  applicable to Base Rate Loans for each day from and including the date such
  amount is drawn to but excluding the date such reimbursement payment is due
  and payable. Such reimbursement payment shall be due and payable (i) at or before
  1:00 P.M. (Charlotte, North Carolina time) on the date the Issuing Lender notifies
  the Borrower of such drawing, if such notice is given at or before 10:00 A.M.
  (Charlotte, North Carolina time) on such date or (ii) at or before 10:00 A.M.
  (Charlotte, North Carolina time) on the next succeeding Business Day; provided,
  that no payment otherwise required by this sentence to be made by the Borrower
  at or before 1:00 P.M. (Charlotte, North Carolina time) on any day shall be
  overdue hereunder if arrangements for such payment satisfactory to the Issuing
  Lender, in its reasonable discretion, shall have been made by the Borrower at
  or before 1:00 P.M. (Charlotte, North Carolina time) on such day and such payment
  is actually made at or before 3:00 P.M. (Charlotte, North Carolina time) on
  such day. In addition, the Borrower agrees to pay to the Issuing Lender interest,
  payable on demand, on any and all amounts not paid by the Borrower to the Issuing
  Lender when due under this Section 3.07, for each day from and including the
  date when such amount becomes due to but excluding the date such amount is paid
  in full, whether before or after judgment, at a rate per annum equal to the
  sum of 2% plus the rate applicable to Base Rate Loans for such day. Each payment
  to be made by the Borrower pursuant to this Section 3.07 shall be made to the
  Issuing Lender in Federal or other funds immediately available to it at its
  address referred to Section 9.01.

Section 3.08   Duties
  of Issuing Lenders to Lenders; Reliance. In determining whether to pay
  under any Letter of Credit, the relevant Issuing Lender shall not have any obligation
  relative to the Lenders participating in such Letter of Credit or the related
  Letter of Credit Liabilities other than to determine that any document or documents
  required to be delivered under such Letter of Credit have been delivered and
  that they substantially comply on their face with the requirements of such Letter
  of Credit. Any action taken or omitted to be taken by an Issuing Lender under
  or in connection with any Letter of Credit shall not create for the Issuing
  Lender any resulting liability if taken or omitted in the absence of gross negligence
  or willful misconduct. Each Issuing Lender shall be entitled (but not obligated)
  to rely, and shall be fully protected in relying, on the representation and
  warranty by the Borrower set forth in the last sentence of Section 4.02 to establish
  whether the conditions specified in clauses (c), (d) and (e) of Section 4.02
  are met in connection with any issuance or extension of a Letter of Credit.
  Each Issuing Lender shall be entitled to rely, and shall be fully protected
  in relying, upon advice and statements of legal counsel, independent accountants
  and other experts selected by such Issuing Lender and upon any Letter of Credit,
  draft, writing, resolution, notice, consent, certificate, affidavit, letter,
  cablegram, telegram, telecopier, telex or teletype message, statement, order
  or other document believed by it in good faith to be genuine and correct and
  to have been signed, sent or made by the proper Person or Persons, and may accept
  documents that appear on their face to be in order, without responsibility for
  further investigation, regardless of any notice or information to the contrary
  unless the beneficiary and the Borrower shall have notified such Issuing Lender
  that such documents do not comply with the terms and conditions of the Letter
  of Credit. Each Issuing Lender shall be fully justified in refusing to take
  any action requested of it under this Section in respect of any Letter of Credit
  unless it shall first have received such advice or concurrence of the Required
  Lenders as it reasonably deems appropriate or it shall first be indemnified
  to its reasonable satisfaction by the Lenders against any and all liability
  and expense which may be incurred by it by reason of taking or continuing to
  take, or omitting or continuing to omit, any such action. Notwithstanding any
  other provision of this Section, each Issuing Lender shall in all cases be fully
  protected in acting, or in refraining from acting, under this Section in respect
  of any Letter of Credit in accordance with a request of the Required Lenders,
  and such request and any action taken or failure to act pursuant hereto shall
  be binding upon all Lenders and all future holders of participations in such
  Letter of Credit; provided, that this sentence shall not affect any rights
  the Borrower may have against the Issuing Lender or the Lenders that make such
  request.

Section 3.09   Obligations
  of Lenders to Reimburse Issuing Lender for Unpaid Drawings. If any Issuing
  Lender makes any payment under any Letter of Credit and the Borrower shall not
  have reimbursed such amount in full to such Issuing Lender pursuant to Section
  3.07, the Issuing Lender shall promptly notify the Administrative Agent, and
  the Administrative Agent shall promptly notify each Lender (other than the relevant
  Issuing Lender), and each such Lender shall promptly and unconditionally pay
  to the Administrative Agent, for the account of such Issuing Lender, such Lender's
  share of such payment (determined by the proportion its Revolving Commitment
  bears to the aggregate Revolving Commitments) in Dollars in Federal or other
  immediately available funds, the aggregate of such payments relating to each
  unreimbursed amount being referred to herein as a "Mandatory Letter of
  Credit Borrowing"; provided, however, that no Lender shall
  be obligated to pay to the Administrative Agent its pro rata share of such unreimbursed
  amount for any wrongful payment made by the relevant Issuing Lender under a
  Letter of Credit as a result of acts or omissions constituting willful misconduct
  or gross negligence by such Issuing Lender. If the Administrative Agent so notifies
  a Lender prior to 11:00 A.M. (Charlotte, North Carolina time) on any Business
  Day, such Lender shall make available to the Administrative Agent at its address
  referred to in Section 9.01 and for the account of the relevant Issuing Lender
  such Lender's pro rata share of the amount of such payment by 3:00 P.M. (Charlotte,
  North Carolina time) on the Business Day following such Lender's receipt of
  notice from the Administrative Agent, together with interest on such amount
  for each day from and including the date of such drawing to but excluding the
  day such payment is due from such Lender at the Federal Funds Rate for such
  day (which funds the Administrative Agent shall promptly remit to such Issuing
  Lender). The failure of any Lender to make available to the Administrative Agent
  for the account of an Issuing Lender its pro rata share of any unreimbursed
  drawing under any Letter of Credit shall not relieve any other Lender of its
  obligation hereunder to make available to the Administrative Agent for the account
  of such Issuing Lender its pro rata share of any payment made under any Letter
  of Credit on the date required, as specified above, but no such Lender shall
  be responsible for the failure of any other Lender to make available to the
  Administrative Agent for the account of the Issuing Lender such other Lender's
  pro rata share of any such payment. Upon payment in full of all amounts payable
  by a Lender under this Section 3.09, such Lender shall be subrogated to the
  rights of the Issuing Lender against the Borrower to the extent of such Lender's
  pro rata share of the related Letter of Credit Liabilities (including interest
  accrued thereon). If any Lender fails to pay any amount required to be paid
  by it pursuant to this Section 3.09 on the date on which such payment is due,
  interest shall accrue on such Lender's obligation to make such payment, for
  each day from and including the date such payment became due to but excluding
  the date such Lender makes such payment, whether before or after judgment, at
  a rate per annum equal to (i) for each day from the date such payment is due
  to the third succeeding Business Day, inclusive, the Federal Funds Rate for
  such day as determined by the relevant Issuing Lender and (ii) for each day
  thereafter, the sum of 2% plus the rate applicable to its Base Rate Loans for
  such day. Any payment made by any Lender after 3:00 P.M. (Charlotte, North Carolina
  time) on any Business Day shall be deemed for purposes of the preceding sentence
  to have been made on the next succeeding Business Day.

Section 3.10   Funds
  Received from the Borrower in Respect of Drawn Letters of Credit. Whenever
  an Issuing Lender receives a payment of a Reimbursement Obligation as to which
  the Administrative Agent has received for the account of such Issuing Lender
  any payments from the Lenders pursuant to Section 3.09 above, such Issuing Lender
  shall pay the amount of such payment to the Administrative Agent, and the Administrative
  Agent shall promptly pay to each Lender which has paid its pro rata share thereof,
  in Dollars in Federal or other immediately available funds, an amount equal
  to such Lender's pro rata share of the principal amount thereof and interest
  thereon for each day after relevant date of payment at the Federal Funds Rate.

Section 3.11   Obligations
  in Respect of Letters of Credit Unconditional. The obligations of the
  Borrower under Section 3.07 above shall be absolute, unconditional and irrevocable,
  and shall be performed strictly in accordance with the terms of this Agreement,
  under all circumstances whatsoever, including, without limitation, the following
  circumstances:

(a)   any lack of validity or enforceability
  of this Agreement or any Letter of Credit or any document related hereto or
  thereto;

(b)   any amendment or waiver of or any consent
  to departure from all or any of the provisions of this Agreement or any Letter
  of Credit or any document related hereto or thereto;

(c)   the use which may be made of the Letter
  of Credit by, or any acts or omission of, a beneficiary of a Letter of Credit
  (or any Person for whom the beneficiary may be acting);

(d)   the existence of any claim, set-off, defense
  or other rights that the Borrower may have at any time against a beneficiary
  of a Letter of Credit (or any Person for whom the beneficiary may be acting),
  any Issuing Lender or any other Person, whether in connection with this Agreement
  or any Letter of Credit or any document related hereto or thereto or any unrelated
  transaction;

(e)   any statement or any other document presented
  under a Letter of Credit proving to be forged, fraudulent or invalid in any
  respect or any statement therein being untrue or inaccurate in any respect whatsoever;

(f)   payment under a Letter of Credit against
  presentation to an Issuing Lender of a draft or certificate that does not comply
  with the terms of such Letter of Credit; provided, that the relevant
  Issuing Lender's determination that documents presented under such Letter of
  Credit comply with the terms thereof shall not have constituted gross negligence
  or willful misconduct of such Issuing Lender; or

(g)   any other act or omission to act or delay
  of any kind by any Issuing Lender or any other Person or any other event or
  circumstance whatsoever that might, but for the provisions of this subsection
  (g), constitute a legal or equitable discharge of the Borrower's obligations
  hereunder.

Nothing in this Section 3.11 is intended to limit the right
  of the Borrower to make a claim against any Issuing Lender for damages as contemplated
  by the proviso to the first sentence of Section 3.12.

Section 3.12   Indemnification
  in Respect of Letters of Credit. The Borrower hereby indemnifies and
  holds harmless each Lender (including each Issuing Lender) and the Administrative
  Agent from and against any and all claims, damages, losses, liabilities, costs
  or expenses which such Lender or the Administrative Agent may incur by reason
  of or in connection with the failure of any other Lender to fulfill or comply
  with its obligations to such Issuing Lender hereunder (but nothing herein contained
  shall affect any rights which the Borrower may have against such defaulting
  Lender), and none of the Lenders (including any Issuing Lender) nor the Administrative
  Agent, their respective affiliates nor any of their respective officers, directors,
  employees or agents shall be liable or responsible, by reason of or in connection
  with the execution and delivery or transfer of or payment or failure to pay
  under any Letter of Credit, including, without limitation, any of the circumstances
  enumerated in Section 3.11, as well as (i) any error, omission, interruption
  or delay in transmission or delivery of any messages, by mail, cable, telegraph,
  telex or otherwise, (ii) any error in interpretation of technical terms, (iii)
  any loss or delay in the transmission of any document required in order to make
  a drawing under a Letter of Credit, (iv) any consequences arising from causes
  beyond the control of such indemnitee, including without limitation, any government
  acts, or (v) any other circumstances whatsoever in making or failing to make
  payment under such Letter of Credit; provided, that the Borrower shall
  not be required to indemnify any Issuing Lender for any claims, damages, losses,
  liabilities, costs or expenses, and the Borrower shall have a claim against
  such Issuing Lender for direct (but not consequential) damages suffered by it,
  to the extent found by a court of competent jurisdiction in a final, non-appealable
  judgment or order to have been caused by (i) the willful misconduct or gross
  negligence of the Issuing Lender in determining whether a request presented
  under any Letter of Credit issued by it complied with the terms of such Letter
  of Credit or (ii) the Issuing Lender's failure to pay under any Letter of Credit
  issued by it after the presentation to it of a request strictly complying with
  the terms and conditions of such Letter of Credit. Nothing in this Section 3.12
  is intended to limit the obligations of the Borrower under any other provision
  of this Agreement.

Section 3.13   ISP98.
  The rules of the "International Standby Practices 1998" (the "ISP98")
  as published by the ICC most recently at the time of issuance of any Standby
  Letter of Credit shall apply to such Letter of Credit unless otherwise expressly
  provided in such Letter of Credit.

ARTICLE IV
  CONDITIONS

Section 4.01   Conditions
  to Closing. The obligation of each Lender to make a Loan or issue a
  Letter of Credit on the occasion of the first Credit Event hereunder is subject
  to the satisfaction of the following conditions:

(a)   Effectiveness. This Agreement
  shall have become effective in accordance with Section 9.08.

(b)   Revolving Notes. On or prior
  to the Closing Date, the Administrative Agent shall have received a duly executed
  Revolving Note for the account of each Lender requesting delivery of a Revolving
  Note pursuant to Section 2.04.

(c)   Officers' Certificates.
  The Administrative Agent shall have received a certificate dated the Closing
  Date signed on behalf of the Borrower by the Chairman of the Board, the President,
  any Vice President or the Treasurer of the Borrower stating that (A) on the
  Closing Date and after giving effect to the Loans and Letters of Credit being
  made or issued on the Closing Date, no Default or Event of Default shall have
  occurred and be continuing and (B) the representations and warranties of the
  Borrower contained in the Loan Documents are true and correct on and as of the
  Closing Date.

(d)   Proceedings. On the Closing
  Date, the Administrative Agent shall have received (i) a copy of the Borrower's
  certificate of formation certified by the Secretary of State of the State of
  Delaware; (ii) a certificate of the Secretary of State of the State of Delaware,
  dated as of a recent date, as to the good standing of the Borrower; and (iii)
  a certificate of the Secretary or an Assistant Secretary of the Borrower dated
  the Closing Date and certifying (A) that attached thereto is a true, correct
  and complete copy of the limited liability company agreement of the Borrower,
  (B) as to the absence of dissolution or liquidation proceedings by or against
  the Borrower, (C) that attached thereto is a true, correct and complete copy
  of resolutions adopted by the managers of the Borrower authorizing the execution,
  delivery and performance of the Loan Documents to which the Borrower is a party
  and each other document delivered in connection herewith or therewith and that
  such resolutions have not been amended and are in full force and effect on the
  date of such certificate and (D) as to the incumbency and specimen signatures
  of each officer of the Borrower executing the Loan Documents to which the Borrower
  is a party or any other document delivered in connection herewith or therewith.

(e)   Opinions of Counsel. On
  the Closing Date, the Administrative Agent shall have received from counsel
  to the Borrower, opinions addressed to the Administrative Agent and each Lender,
  dated the Closing Date, substantially in the form of Exhibit D-1 hereto and
  covering such additional matters incident to the transactions contemplated hereby
  as the Administrative Agent or the Required Lenders may reasonably request.

(f)   Repayment of Refinanced Agreements.The Administrative Agent shall be satisfied that no later than as of the
  Closing Date, the commitments under the Refinanced Agreements shall be terminated,
  all loans outstanding under the Refinanced Agreements shall be repaid in full,
  together with accrued interest thereon (including, without limitation, any prepayment
  premium), all letters of credit issued thereunder shall be terminated or shall
  become Letters of Credit under this Agreement and all other amounts owing pursuant
  to the Refinanced Agreements shall be repaid in full.

(g)   Financial Statements. The
  Administrative Agent and each Lender shall have received and be satisfied with
  the (i) the audited consolidated financial statements of the Borrower and its
  Consolidated Subsidiaries for the fiscal year ending December 31, 2002, audited
  by PricewaterhouseCoopers LLP, or other nationally recognized independent public
  accountants, and containing an opinion of such firm that such financial statements
  present fairly, in all material respects and in conformity with GAAP, the financial
  position and results of operations of the Borrower and its Consolidated Subsidiaries,
  and (ii) unaudited, consolidated, interim financial statements of the Borrower
  and its Consolidated Subsidiaries for the fiscal quarter ending March 31, 2003.

(h)   Consents. All necessary
  governmental (domestic or foreign), regulatory and third party approvals, if
  any, in connection with the transactions contemplated by this Agreement and
  the other Loan Documents shall have been obtained and remain in full force and
  effect, in each case without any action being taken by any competent authority
  which could restrain or prevent such transaction or impose, in the reasonable
  judgment of the Administrative Agent, materially adverse conditions upon the
  consummation of such transactions.

(i)   Borrower's Structure. The
  corporate and capital structure of the Borrower and its Subsidiaries, including,
  without limitation, the Borrower's direct or indirect ownership of the Restricted
  Subsidiaries, shall be satisfactory to the Administrative Agent in its reasonable
  discretion.

(j)   Payment of Fees. All costs,
  fees and expenses due to the Administrative Agent, the Co-Lead Arrangers and
  the Lenders on or before the Closing Date shall have been paid.

(k)   Counsel Fees. The Administrative
  Agent shall have received full payment from the Borrower of the fees and expenses
  of Mayer, Brown, Rowe & Maw described in Section 9.03 which are billed through
  the Closing Date.

(l)   Other Materials. The Administrative
  Agent shall have received such other assurances, certificates, documents, consents
  or opinions as the Administrative Agent, any Issuing Lender or the Required
  Lenders may reasonably request, in each case in form and substance satisfactory
  to the Administrative Agent.

Section 4.02   Conditions
  to All Credit Events. The obligation of any Lender to make a Loan on
  the occasion of any Borrowing, and the obligation of any Issuing Lender to issue
  (or renew or extend the term of) any Letter of Credit, is subject to the satisfaction
  of the following conditions:

(a)   the fact that the Closing Date shall have
  occurred;

(b)   receipt by the Administrative Agent of
  a Notice of Borrowing as required by Section 2.02, or receipt by the Issuing
  Lender of a Letter of Credit Request as required by Section 3.03;

(c)   the fact that, immediately before and
  after giving effect to such Credit Event, no Default or Event of Default shall
  have occurred and be continuing;

(d)   the fact that the representations and
  warranties of the Borrower contained in this Agreement and the other Loan Documents
  shall be true and correct on and as of the date of such Credit Event (except
  for the representations in Section 5.12 and Section 5.18, which shall be deemed
  only to relate to the matters referred to therein on and as of the Closing Date);
  and

(e)   since December 31, 2002, there shall have
  been no change in the business, assets, financial condition or operations of
  the Borrower and its Consolidated Subsidiaries, considered as a whole, which
  materially adversely affects the ability of the Borrower to perform any of its
  obligations under this Agreement or any other Loan Document.

Each Credit Event under this Agreement shall be deemed to be
  a representation and warranty by the Borrower on the date of such Credit Event
  as to the facts specified in clauses (c), (d) and (e) of this Section.

ARTICLE V
  REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants that:

Section 5.01   Status.
  The Borrower is a limited liability company duly organized, validly existing
  and in good standing under the laws of the State of Delaware and has the limited
  liability company authority to make and perform this Agreement and each other
  Loan Document to which it is a party.

Section 5.02   Authority;
  No Conflict. The execution, delivery and performance by the Borrower
  of this Agreement and each other Loan Document to which it is a party have been
  duly authorized by all necessary limited liability company action and do not
  violate (i) any provision of law or regulation, or any decree, order, writ or
  judgment, (ii) any provision of its limited liability company agreement, or
  (iii) result in the breach of or constitute a default under any indenture or
  other agreement or instrument to which the Borrower is a party.

Section 5.03   Legality;
  Etc. This Agreement and each other Loan Document (other than the Revolving
  Notes) to which the Borrower is a party constitute the legal, valid and binding
  obligations of the Borrower, and the Revolving Notes, when executed and delivered
  in accordance with this Agreement, will constitute legal, valid and binding
  obligations of the Borrower, in each case enforceable against the Borrower in
  accordance with their terms except to the extent limited by (a) bankruptcy,
  insolvency, fraudulent conveyance or reorganization laws or by other laws relating
  to or affecting the enforceability of creditors' rights generally and by general
  equitable principles which may limit the right to obtain equitable remedies
  regardless of whether enforcement is considered in a proceeding of law or equity
  or (b) any applicable public policy on enforceability of provisions relating
  to contribution and indemnification.

Section 5.04   Financial
  Condition.

(a)   Audited Financial Statements.
  The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries
  as of December 31, 2002 and the related consolidated statements of income and
  cash flows for the fiscal year then ended, reported on by PricewaterhouseCoopers
  LLP, copies of which have been delivered to each of the Administrative Agent
  and the Lenders, fairly present, in conformity with GAAP, the consolidated financial
  position of the Borrower as of such date and its consolidated results of operations
  and cash flows for such fiscal year.

(b)   Interim Financial Statements.
  The unaudited consolidated balance sheet of the Borrower and its Consolidated
  Subsidiaries as of March 31, 2003 and the related unaudited consolidated statements
  of income and cash flows for the three months then ended fairly present, in
  conformity with GAAP applied on a basis consistent with the financial statements
  referred to in subsection (a) of this Section, the consolidated financial position
  of the Borrower as of such date and its consolidated results of operations and
  cash flows for such three-month period (subject to normal year-end audit adjustments).

(c)   Material Adverse Change.
  Since December 31, 2002 there has been no change in the business, assets, financial
  condition or operations of the Borrower and its Consolidated Subsidiaries, considered
  as a whole, that would materially and adversely affect the Borrower's ability
  to perform any of its obligations under this Agreement, the Revolving Notes
  or the other Loan Documents.

Section 5.05   Rights
  to Properties. The Borrower and its Restricted Subsidiaries have good
  and valid fee, leasehold, easement or other right, title or interest in or to
  all the properties necessary to the conduct of their business as conducted on
  the date hereof and as presently proposed to be conducted, except to the extent
  the failure to have such rights or interests would not have a Material Adverse
  Effect.

Section 5.06   Litigation.
  Except as disclosed in or contemplated by the Borrower's Form 10-K Report to
  the SEC for the year ended December 31, 2002 or in any subsequent Form 10-Q
  or 8-K Report or otherwise furnished in writing to the Administrative Agent,
  no litigation, arbitration or administrative proceeding against the Borrower
  is pending or, to the Borrower's knowledge, threatened, which, if adversely
  determined, would materially and adversely affect the ability of the Borrower
  to perform any of its obligations under this Agreement, the Revolving Notes
  or the other Loan Documents. There is no litigation, arbitration or administrative
  proceeding pending or, to the knowledge of the Borrower, threatened which questions
  the validity of this Agreement or the other Loan Documents to which it is a
  party.

Section 5.07   No
  Violation. No part of the proceeds of the borrowings by hereunder will
  be used, directly or indirectly by the Borrower for the purpose of purchasing
  or carrying any "margin stock" within the meaning of Regulation U
  of the Board of Governors of the Federal Reserve System, or for any other purpose
  which violates, or which conflicts with, the provisions of Regulation U or X
  of said Board of Governors. The Borrower is not engaged principally, or as one
  of its important activities, in the business of extending credit for the purpose
  of purchasing or carrying any such "margin stock".

Section 5.08   ERISA.
  Each member of the ERISA Group has fulfilled its obligations under the minimum
  funding standards of ERISA and the Internal Revenue Code with respect to each
  Material Plan and is in compliance in all material respects with the presently
  applicable provisions of ERISA and the Internal Revenue Code with respect to
  each Material Plan. No member of the ERISA Group has (i) sought a waiver of
  the minimum funding standard under Section 412 of the Internal Revenue Code
  in respect of any Material Plan, (ii) failed to make any contribution or payment
  to any Material Plan, or made any amendment to any Material Plan, which has
  resulted or could result in the imposition of a lien or the posting of a bond
  or other security under ERISA or the Internal Revenue Code or (iii) incurred
  any material liability under Title IV of ERISA other than a liability to the
  PBGC for premiums under Section 4007 of ERISA.

Section 5.09   Governmental
  Approvals. No authorization, consent or approval from any Governmental
  Authority is required for the execution, delivery and performance by the Borrower
  of this Agreement, the Revolving Notes and the other Loan Documents to which
  it is a party, except such authorizations, consents and approvals as have been
  obtained prior to the Closing Date and are in full force and effect.

Section 5.10   Investment
  Company Act. The Borrower is not an "investment company" within
  the meaning of the Investment Company Act of 1940, as amended.

Section 5.11   Public
  Utility Holding Company Act. The Borrower is not a "holding company"
  within the meaning of the Public Utility Holding Company Act of 1935, as amended.

Section 5.12   Restricted
  Subsidiaries, Etc. Set forth in Schedule 5.12 hereto is a complete and
  correct list as of the Closing Date of the Restricted Subsidiaries of the Borrower,
  together with, for each such Subsidiary, the jurisdiction of organization of
  such Subsidiary. Except as disclosed in Schedule 5.12 hereto, as of the Closing
  Date, (i) each such Subsidiary is a Wholly-Owned Subsidiary of the Borrower
  and (ii) each such Subsidiary is duly organized, validly existing and in good
  standing under the laws of the jurisdiction of its organization and has all
  corporate or other organizational powers to carry in its businesses as now conducted.

Section 5.13   Tax
  Returns and Payments. The Borrower and each of its Restricted Subsidiaries
  has filed or caused to be filed all Federal, state, local and foreign income
  tax returns required to have been filed by it and has paid or caused to be paid
  all income taxes shown to be due on such returns except income taxes that are
  being contested in good faith by appropriate proceedings and for which the Borrower
  or its Restricted Subsidiaries, as the case may be, shall have set aside on
  its books appropriate reserves with respect thereto in accordance with GAAP
  or that would not reasonably be expected to have a Material Adverse Effect.

Section 5.14   Compliance
  with Laws. To the knowledge of the Borrower or any of its Restricted
  Subsidiaries, the Borrower and each of its Restricted Subsidiaries is in compliance
  with all applicable laws, regulations and orders of any Governmental Authority,
  domestic or foreign, in respect of the conduct of its business and the ownership
  of its property (including, without limitation, compliance with all applicable
  ERISA and Environmental Laws and the requirements of any permits issued under
  such Environmental Laws), except to the extent (a) such compliance is being
  contested in good faith by appropriate proceedings or (b) non-compliance would
  not reasonably be expected to materially and adversely affect its ability to
  perform any of its obligations under this Agreement, the Revolving Notes or
  any other Loan Document to which it is a party.

Section 5.15   No
  Default. No Default or Event of Default has occurred and is continuing.

Section 5.16   Environmental Matters.

(a)   Except (i) as disclosed in or contemplated
  by the Borrower's Form 10-K Report to the SEC for the year ended December 31,
  2002 or in any subsequent Form 10-Q or 8-K Report or otherwise furnished to
  the Administrative Agent in writing, or (ii) to the extent that the liabilities
  of the Borrower and its Subsidiaries, taken as a whole, that relate to or could
  result from the matters referred to in clauses (a) through (c), inclusive, would
  not reasonably be expected to result in a Material Adverse Effect, to the Borrower's
  or any of its Subsidiaries' knowledge:

(i)   no notice, notification, citation, summons,
  complaint or order has been issued, no complaint has been filed, no penalty
  has been assessed nor is any investigation or review pending or threatened by
  any governmental or other entity with respect to any (A) alleged violation by
  the Borrower or any of its Subsidiaries of any Environmental Law, (B) alleged
  failure by the Borrower or any of its Subsidiaries to have any environmental
  permit, certificate, license, approval, registration or authorization required
  in connection with the conduct of its business or (C) generation, storage, treatment,
  disposal, transportation or release of Hazardous Substances;

(ii)   no Hazardous Substance has been released
  (and no written notification of such release has been filed) (whether or not
  in a reportable or threshold planning quantity) at, on or under any property
  now or previously owned, leased or operated by the Borrower or any of its Subsidiaries;
  and

(iii)   no property now or previously owned,
  leased or operated by the Borrower or any of its Subsidiaries or any property
  to which the Borrower or any of its Subsidiaries has, directly or indirectly,
  transported or arranged for the transportation of any Hazardous Substances,
  is listed or, to the Borrower's or any of its Subsidiaries' knowledge, proposed
  for listing, on the National Priorities List promulgated pursuant to the Comprehensive
  Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"),
  on CERCLIS (as defined in CERCLA) or on any similar federal, state or foreign
  list of sites requiring investigation or clean-up.

(b)   To the Borrower's or any of its Subsidiaries'
  knowledge, there are no Environmental Liabilities that have resulted or could
  reasonably be expected to result in a Material Adverse Effect.

(c)   For purposes of this Section 5.16, the
  terms "the Borrower" and "Subsidiary" shall include any
  business or business entity (including a corporation) which is a predecessor,
  in whole or in part, of the Borrower or any of its Subsidiaries from the time
  such business or business entity became a Subsidiary of the Parent.

Section 5.17   Reportable
  Transactions. The Borrower does not intend to treat
  any of the transactions contemplated by this Agreement as a "reportable
  transaction" (within the meaning of Treasury Regulation Section 1.6011-4).
  In the event the Borrower takes or determines to take any action inconsistent
  with such intention, it will promptly notify the Administrative Agent thereof.
  If the Borrower so notifies the Administrative Agent, or if the Administrative
  Agent or any Lender determines that the any of the transactions contemplated
  by this Agreement constitutes a "reportable transaction," the Borrower
  acknowledges that each such Person may treat its extensions of credit as part
  of a transaction that is subject to Treasury Regulation Section 301.6112-1,
  and such Persons may maintain the lists and other records required by such Treasury
  Regulation.

Section 5.18   Guarantees.
  As of the Closing Date, except as set forth in Schedule 5.18 hereto, the Borrower
  has no Guarantees of any Debt of any Foreign Subsidiary of the Borrower other
  than such Debt not in excess of $25,000,000 in the aggregate.

ARTICLE VI
  COVENANTS

The Borrower agrees that so long as any Lender has any Commitment
  hereunder or any amount payable hereunder or under any Revolving Note or other
  Loan Document remains unpaid or any Letter of Credit Liability remains outstanding:

Section 6.01   Information.
  The Borrower will deliver or cause to be delivered to each of the Lenders:

(a)   Annual Financial Statements.
  Promptly when available and in any event within 10 days after the date such
  information is required to be delivered to the SEC, a consolidated balance sheet
  of the Borrower and its Consolidated Subsidiaries as of the end of such fiscal
  year and the related consolidated statements of income and cash flows for such
  fiscal year and accompanied by an opinion thereon by independent public accountants
  of recognized national standing, which opinion shall state that such consolidated
  financial statements present fairly the consolidated financial position of the
  Borrower and its Consolidated Subsidiaries as of the date of such financial
  statements and the results of their operations for the period covered by such
  financial statements in conformity with GAAP applied on a consistent basis.

(b)   Quarterly Financial Statements.
  Promptly when available and in any event within 10 days after the date such
  information is required to be delivered to the SEC, a consolidated balance sheet
  of the Borrower and its Consolidated Subsidiaries as of the end of such quarter
  and the related consolidated statements of income and cash flows for such fiscal
  quarter, all certified (subject to normal year-end audit adjustments) as to
  fairness of presentation, GAAP and consistency by any vice president, the treasurer
  or the controller of the Borrower.

(c)   Officer's Certificate. Simultaneously
  with the delivery of each set of financial statements referred to in subsections
  (a) and (b) above, a certificate of the chief accounting officer of the Borrower,
  (i) setting forth in reasonable detail the calculations required to establish
  compliance with the requirements of Sections 6.12 and 6.13 on the date of such
  financial statements and (ii) stating whether there exists on the date of such
  certificate any Default or Event of Default and, if any Default or Event of
  Default then exists, setting forth the details thereof and the action which
  the Borrower is taking or proposes to take with respect thereto.

(d)   Default. Forthwith upon
  acquiring knowledge of the occurrence of any Default or Event of Default, a
  certificate of a vice president or the treasurer of the Borrower setting forth
  the details thereof and the action which the Borrower is taking or proposes
  to take with respect thereto.

(e)   Change in Borrower's Ratings.
  Upon the chief executive officer, the president, any vice president or any senior
  financial officer of the Borrower obtaining knowledge of any change in either
  Borrower's Rating, a notice of such Borrower's Rating in effect after giving
  effect to such change.

(f)   Securities Laws Filing.
  Promptly when available and in any event within 10 days after the date such
  information is required to be delivered to the SEC, a copy of any Form 10-K
  Report to the SEC and a copy of any Form 10-Q Report to the SEC, and promptly
  upon the filing thereof, any other filings with the SEC.

(g)   ERISA Matters. If and when
  any member of the ERISA Group: (i) gives or is required to give notice to the
  PBGC of any "reportable event" (as defined in Section 4043 of ERISA)
  with respect to any Material Plan which might constitute grounds for a termination
  of such Plan under Title IV of ERISA, or knows that the plan administrator of
  any Material Plan has given or is required to give notice of any such reportable
  event, a copy of the notice of such reportable event given or required to be
  given to the PBGC; (ii) receives, with respect to any Material Plan that is
  a Multiemployer Plan, notice of any complete or partial withdrawal liability
  under Title IV of ERISA, or notice that any Multiemployer Plan is in reorganization,
  is insolvent or has been terminated, a copy of such notice; (iii) receives notice
  from the PBGC under Title IV of ERISA of an intent to terminate, impose material
  liability (other than for premiums under Section 4007 of ERISA) in respect of,
  or appoint a trustee to administer any Material Plan, a copy of such notice;
  (iv) applies for a waiver of the minimum funding standard under Section 412
  of the Internal Revenue Code with respect to a Material Plan, a copy of such
  application; (v) gives notice of intent to terminate any Plan under Section
  4041(c) of ERISA, a copy of such notice and other information filed with the
  PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063
  of ERISA; or (vii) fails to make any payment or contribution to any Plan or
  makes any amendment to any Plan which has resulted or could result in the imposition
  of a lien or the posting of a bond or other security, a copy of such notice,
  a certificate of the chief accounting officer of the Borrower setting forth
  details as to such occurrence and action, if any, which the Borrower or applicable
  member of the ERISA Group is required or proposes to take.

(h)   Reportable Transactions.
  Promptly after the Borrower has provided the Administrative Agent with notice
  of the Borrower's intention to treat the Loans and/or Letters of Credit as being
  a "reportable transaction" (within the meaning of Treasury Regulation
  Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor form.

(i)   Other Information. From
  time to time such additional financial or other information regarding the financial
  condition, results of operations, properties, assets or business of the Borrower
  or any of its Subsidiaries as any Lender may reasonably request.

Section 6.02   Maintenance
  of Property; Insurance.

(a)   Maintenance of Properties.
  The Borrower will keep, and will cause each of its Restricted Subsidiaries to
  keep, all property useful and necessary in their respective businesses in good
  working order and condition, subject to ordinary wear and tear, unless the Borrower
  determines in good faith that the continued maintenance of any of such properties
  is no longer economically desirable and so long as the failure to so maintain
  such properties would not reasonably be expected to have a Material Adverse
  Effect.

(b)   Insurance. The Borrower
  will maintain, or cause to be maintained, insurance with financially sound (determined
  in the reasonable judgment of the Borrower) and responsible companies in such
  amounts (and with such risk retentions) and against such risks as is usually
  carried by owners of similar businesses and properties in the same general areas
  in which the Borrower and its Restricted Subsidiaries operate.

Section 6.03   Conduct
  of Business and Maintenance of Existence. The Borrower will (i) continue,
  and will cause each of its Restricted Subsidiaries to continue, to engage only
  in businesses of the same general type as now conducted by the Borrower and
  its Subsidiaries and businesses related thereto or arising out of such businesses,
  except to the extent that the failure to maintain any existing business would
  not have a Material Adverse Effect and (ii) except as otherwise permitted in
  Section 6.08, preserve, renew and keep in full force and effect, and will cause
  each of its Subsidiaries to preserve, renew and keep in full force and effect,
  their respective limited liability company (or other entity) existence and their
  respective rights, privileges and franchises necessary or material to the normal
  conduct of business, except, in each case, where the failure to do so could
  not reasonably be expected to have a Material Adverse Effect.

Section 6.04   Compliance
  with Laws, Etc. The Borrower will comply, and will cause each of its
  Restricted Subsidiaries to comply, with all applicable laws, regulations and
  orders of any Governmental Authority, domestic or foreign, in respect of the
  conduct of its business and the ownership of its property (including, without
  limitation, compliance with all applicable ERISA and Environmental Laws and
  the requirements of any permits issued under such Environmental Laws), except
  to the extent (a) such compliance is being contested in good faith by appropriate
  proceedings or (b) non-compliance could not reasonably be expected to have a
  Material Adverse Effect.

Section 6.05   Books
  and Records. The Borrower (i) will keep, and will cause each of its
  Restricted Subsidiaries to keep, proper books of record and account in conformity
  with GAAP and (ii) will permit representatives of the Administrative Agent and
  each of the Lenders to visit and inspect any of their respective properties,
  to examine and make copies from any of their respective books and records and
  to discuss their respective affairs, finances and accounts with their officers,
  any employees and independent public accountants, all at such reasonable times
  and as often as may reasonably be desired; provided, that, the rights
  created in this Section 6.05 to "visit", "inspect", "discuss"
  and copy shall not extend to any matters which the Borrower deems, in good faith,
  to be confidential, unless the Administrative Agent and any such Lender agree
  in writing to keep such matters confidential.

Section 6.06   Use
  of Proceeds. The proceeds of the Loans made under this Agreement will
  be used by the Borrower for general corporate purposes, including as a commercial
  paper backstop, of the Borrower and its Subsidiaries. The Borrower will request
  the issuance of Letters of Credit solely for general corporate purposes of the
  Borrower and its Subsidiaries. No such use of the proceeds for general corporate
  purposes will be, directly or indirectly, for the purpose, whether immediate,
  incidental or ultimate, of buying or carrying any Margin Stock within the meaning
  of Regulation U.

Section 6.07   Restriction
  on Liens. The Borrower will not, nor will it permit any of its Restricted
  Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
  respect to any property or assets of any kind (real or personal, tangible or
  intangible) of the Borrower or any such Restricted Subsidiary (including, without
  limitation, their Voting Stock), except:

(a)   Liens for taxes, assessments or governmental
  charges or levies not yet due or which are being contested in good faith and
  by appropriate proceedings and for which adequate reserves in accordance with
  GAAP shall have been set aside on its books;

(b)   Liens imposed by law, such as carriers',
  landlords', warehousemen's and mechanics' liens and other similar liens arising
  in the ordinary course of business which secure payment of obligations not more
  than 45 days past due or which are being contested in good faith by appropriate
  proceedings and for which adequate reserves in accordance with GAAP shall have
  been set aside on its books;

(c)   Liens arising out of pledges or deposits
  under worker's compensation laws, unemployment insurance, old age pensions,
  or other social security or retirement benefits, or similar legislation;

(d)   easements (including, without limitation,
  reciprocal easement agreements and utility agreements), rights-of-way, covenants,
  consents, reservations, encroachments, variances and other restrictions, charges
  or encumbrances (whether or not recorded) affecting the use of real property;

(e)   Liens existing on the Closing Date and
  described in Schedule 6.07 hereto;

(f)   judgment Liens arising from judgments
  which secure payment of legal obligations that would not constitute a Default
  under Section 7.01;

(g)   any vendor's Liens, purchase money Liens
  or any other Lien on any property or asset acquired by the Borrower or any of
  its Restricted Subsidiaries after the date hereof existing on any such property
  or asset at the time of acquisition thereof (and not created in anticipation
  thereof); provided, that, in any such case no such Lien shall extend
  to or cover any other asset of the Borrower or such Restricted Subsidiaries,
  as the case may be;

(h)   Liens, deposits and/or similar arrangements
  to secure the performance of bids, tenders or contracts (other than contracts
  for borrowed money), public or statutory obligations, surety and appeal bonds,
  performance bonds and other obligations of a like nature incurred in the ordinary
  course of business by the Borrower or any of its Restricted Subsidiaries, including
  Liens to secure obligations under agreements relating to the purchase and sale
  of any commodity (including power purchase and sale agreements, any commodity
  hedge or derivative regardless of whether any such transaction is a "financial"
  or "physical transaction");

(i)   Liens on assets of the Borrower and its
  Restricted Subsidiaries arising out of obligations or duties to any municipality
  or public authority with respect to any franchise, grant, license, permit or
  certificate.

(j)   rights reserved to or vested in any municipality
  or public authority to control or regulate any asset of the Borrower or any
  of its Restricted Subsidiaries or to use such asset in a manner which does not
  materially impair the use of such asset for the purposes for which it is held
  by the Borrower or any of its Restricted Subsidiaries;

(k)   irregularities in or deficiencies of title
  to any asset which do not materially adversely affect the use of such property
  by the Borrower or any of its Restricted Subsidiaries in the normal course of
  its business;

(l)   any Lien on any property or asset of any
  corporation or other entity existing at the time such corporation or entity
  is acquired, merged or consolidated or amalgamated with or into the Borrower
  or any of its Restricted Subsidiaries and not created in contemplation of such
  event;

(m)   any Lien on any asset securing Debt incurred
  or assumed for the purpose of financing all or any part of the cost of acquiring,
  constructing or improving such asset; provided, that any such Lien attaches
  to such asset, solely to extent of the value of the obligation secured by such
  Lien, concurrently with or within 180 days after the acquisition, construction
  or improvement thereof:

(n)   any Liens in connection with the issuance
  of tax-exempt industrial development or pollution control bonds or other similar
  bonds issued pursuant to Section 103(b) of the Internal Revenue Code of 1986,
  as amended, to finance all or any part of the purchase price of or the cost
  of constructing, equipping or improving property;

(o)   rights of lessees arising under leases
  entered into by the Borrower or any of its Restricted Subsidiaries as lessor,
  in the ordinary course of business;

(p)   any Liens on or reservations with respect
  to governmental and other licenses, permits, franchises, consents and allowances;
  any Liens on patents, patent licenses and other patent rights, patent applications,
  trade names, trademarks, copyrights, claims, credits, choses in action and other
  intangible property and general intangibles including, but not limited to, computer
  software;

(q)   any Liens on automobiles, buses, trucks
  and other similar vehicles and movable equipment; marine equipment; airplanes,
  helicopters and other flight equipment; and parts, accessories and supplies
  used in connection with any of the foregoing;

(r)   any Liens on furniture and furnishings;
  and computers and data processing, data storage, data transmission, telecommunications
  and other facilities, equipment and apparatus, which, in any case, are used
  primarily for administrative or clerical purposes;

(s)   Liens securing letters of credit entered
  into in the ordinary course of business;

(t)   Liens granted on the capital stock of
  Subsidiaries that are not Restricted Subsidiaries for the purpose of securing
  the obligations of such Subsidiaries;

(u)   Liens in addition to those permitted by
  clauses (a) through (u) on the property or assets of a Special Purpose Subsidiary
  arising in connection with any Existing Synthetic Lease Financing or the lease
  of such property or assets through one or more other Synthetic Lease financings;

(v)   Liens by any Wholly-Owned Subsidiary of
  the Borrower or any Restricted Subsidiary for the benefit of the Borrower or
  any such Restricted Subsidiary;

(w)   Liens on property which is the subject
  of a Capital Lease Obligation designating the Borrower or any of its Restricted
  Subsidiaries as lessee and all right, title and interest of the Borrower or
  any of its Restricted Subsidiaries in and to such property and in, to and under
  such lease agreement, whether or not such lease agreement is intended as a security;
  provided, that the aggregate fair market value of the obligations subject
  to such Liens shall not at any time exceed $500,000,000;

(x)   Liens on property which is the subject
  of one or more leases designating the Borrower or any of its Restricted Subsidiaries
  as lessee and all right, title and interest of the Borrower or any of its Restricted
  Subsidiaries in and to such property and in, to and under any such lease agreement,
  whether or not any such lease agreement is intended as a security;

(y)   Liens arising out of the refinancing,
  extension, renewal or refunding of any Debt or other obligation secured by any
  Lien permitted by clauses (a) through (x) of this Section; provided,
  that such Debt or other obligation is not increased and is not secured by any
  additional assets;

(z)   other Liens on assets or property of the
  Borrower or any of its Restricted Subsidiaries, other than Liens on the Voting
  Stock of the Borrower in its Restricted Subsidiaries, so long as the aggregate
  value of the obligations secured by such Liens does not exceed the greater of
  $250,000,000 or 15% of the total consolidated assets of the Borrower and its
  Consolidated Subsidiaries as of the most recent fiscal quarter of the Borrower
  for which financial statements are available.

Section 6.08   Merger
  or Consolidation. The Borrower will not merge with or into or consolidate
  with or into any other corporation or entity, unless (i) immediately after giving
  effect thereto, no event shall occur and be continuing which constitutes a Default
  or Event Default, (ii) the surviving or resulting person, as the case may be,
  assumes and agrees in writing to pay and perform all of the obligations of the
  Borrower under this Agreement, (iii) substantially all of the consolidated assets
  and consolidated revenues of the surviving or resulting person, as the case
  may be, are anticipated to come from the utility or energy businesses and (iv)
  the surviving or resulting person, as the case may be, has senior long-term
  debt ratings from Moody's and S&P as available (or if the ratings of Moody's
  and S&P are not available, of such other rating agency as shall be acceptable
  to the Administrative Agent) at least equal to each Borrower's Rating at the
  end of the fiscal quarter immediately preceding the effective date of such consolidation
  or merger. No Restricted Subsidiary will merge or consolidate with any other
  Person if such Restricted Subsidiary is not the surviving or resulting Person,
  unless such other Person is (a) the Borrower or a successor of the Borrower
  permitted hereunder or (b) any other Person which is a Wholly-Owned Restricted
  Subsidiary of the Borrower or a successor of the Borrower permitted hereunder.

Section 6.09   Asset
  Sales. Except for the sale of assets required to be sold to conform
  with governmental requirements, the Borrower shall not, and shall not permit
  any of its Subsidiaries to, consummate any Asset Sale, if the aggregate net
  book value of all such Asset Sales consummated during the four calendar quarters
  immediately preceding any date of determination would exceed 25% of the total
  assets of the Borrower and its Consolidated Subsidiaries as of the beginning
  of the Borrower's most recently ended full fiscal quarter; provided,
  however, that any such Asset Sale will be disregarded for purposes of
  the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary
  course of business of the Borrower and its Subsidiaries; (b) if the assets subject
  to any such Asset Sale are worn out or are no longer useful or necessary in
  connection with the operation of the businesses of the Borrower or its Subsidiaries;
  (c) if the assets subject to any such Asset Sale are being transferred
  to a Wholly-Owned Subsidiary of the Borrower; (d) if the proceeds from any such
  Asset Sale (i) are, within 12 months of such Asset Sale, invested or reinvested
  by the Borrower or any Subsidiary in a Permitted Business, (ii) are used by
  the Borrower or a Subsidiary to repay Debt of the Borrower or such Subsidiary,
  or (iii) are retained by the Borrower or its Subsidiaries; or (e) if, prior
  to any such Asset Sale, Moody's and S&P confirm the then current Borrower
  Ratings after giving effect to any such Asset Sale.

Section 6.10   Transactions
  with Affiliates. Neither the Borrower nor any of its Restricted Subsidiaries
  will enter into or permit to exist any arrangement or contract with any of their
  respective Affiliates unless such arrangement or contract (i) has been approved
  by a Governmental Authority or (ii) is fair and equitable to the Borrower or
  its Restricted Subsidiaries, as the case may be, and is an arrangement or contract
  of the kind which would be entered into by a prudent Person in the position
  of the Borrower or its Restricted Subsidiaries, as the case may be, with a Person
  which is not one of its Affiliates. In making any determination as to fairness,
  equity and prudence, effect shall be given to orders, rules or regulations or
  any administrative agency, regulatory authority or other governmental body having
  jurisdiction over the Borrower or its Subsidiaries.

Section 6.11   Restrictive
  Agreements.Except as set forth in Schedule 6.11, the Borrower will
  not permit any of its Restricted Subsidiaries to enter into or assume any agreement
  prohibiting or otherwise restricting the ability of any Restricted Subsidiary
  to pay dividends or other distributions on its respective equity and equity
  equivalents to the Borrower or any of its Restricted Subsidiaries.

Section 6.12   Consolidated
  Debt to Consolidated Capitalization Ratio. The ratio of Consolidated
  Debt of the Borrower to Consolidated Capitalization of the Borrower shall not
  exceed 65% at any time.

Section 6.13   Cash
  Interest Coverage Ratio. The Borrower's ratio of Consolidated Funds
  From Operations to Consolidated Cash Interest Expense shall not be less than
  2.0 to 1.0 for the four most recently ended consecutive fiscal quarters of the
  Borrower (taken as a single accounting period).

Section 6.14   Indebtedness.
  The Borrower will not permit any of its Restricted Subsidiaries to incur, create,
  assume or permit to exist any Debt of such Restricted Subsidiaries except:

(a)   Existing Debt and any extensions, renewals
  or refinancings thereof;

(b)   Debt owing to the Borrower or a Wholly-Owned
  Restricted Subsidiary;

(c)   any Debt incurred in respect of Existing
  Synthetic Lease Financings;

(d)   Non-Recourse Debt; and

(e)   other Debt, the aggregate principal amount
  of which does not exceed $500,000,000 at any time.

ARTICLE VII
  DEFAULTS

Section 7.01   Events
  of Default. If one or more of the following events (each an "Event
  of Default") shall have occurred and be continuing:

(a)   the Borrower shall fail to pay when due
  any principal of the Loans or shall fail to reimburse when due any drawing under
  any Letter of Credit; or

(b)   the Borrower shall fail to pay when due
  any interest on the Loans and Reimbursement Obligations, any fee or any other
  amount payable hereunder or under any other Loan Document for 5 days following
  the date such payment becomes due hereunder; or

(c)   the Borrower shall fail to observe or
  perform any covenant or agreement contained in Section 6.01(a), (b) or (c),
  clause (ii) of Section 6.05, and Sections 6.06, 6.08, 6.09, 6.12, 6.13 and 6.14;
  or

(d)   the Borrower shall fail to observe or
  perform any covenant or agreement contained in Section 6.01(d) for 10 days after
  any such failure; or

(e)   the Borrower shall fail to observe or
  perform any covenant or agreement contained in this Agreement or any other Loan
  Document (other than those covered by clauses (a), (b), (c) or (d) above) for
  30 days after written notice thereof has been given to the defaulting party
  by the Administrative Agent, or at the request of the Required Lenders; or

(f)   any representation, warranty or certification
  made by the Borrower in this Agreement or any other Loan Document or in any
  certificate, financial statement or other document delivered pursuant hereto
  or thereto shall prove to have been incorrect in any material respect when made
  or deemed made; or

(g)   the Borrower or any Restricted Subsidiary
  shall (i) fail to pay any principal or interest, regardless of amount, due in
  respect of any Material Debt beyond any period of grace provided with respect
  thereto, or (ii) fail to observe or perform any other term, covenant, condition
  or agreement contained in any agreement or instrument evidencing or governing
  any such Material Debt beyond any period of grace provided with respect thereto
  if the effect of any failure referred to in this clause (ii) is to cause, or
  to permit the holder or holders of such Debt or a trustee on its or their behalf
  to cause, such Debt to become due prior to its stated maturity; or

(h)   the Borrower or any Restricted Subsidiary
  of the Borrower shall commence a voluntary case or other proceeding seeking
  liquidation, reorganization or other relief with respect to itself or its debts
  under any bankruptcy, insolvency or other similar law now or hereafter in effect
  or seeking the appointment of a trustee, receiver, liquidator, custodian or
  other similar official of it or any substantial part of its property, or shall
  consent to any such relief or to the appointment of or taking possession by
  any such official in an involuntary case or other proceeding commenced against
  it, or shall make a general assignment for the benefit of creditors, or shall
  fail generally to pay, or shall admit in writing its inability to pay, its debts
  as they become due, or shall take any corporate action to authorize any of the
  foregoing; or

(i)   an involuntary case or other proceeding
  shall be commenced against the Borrower or any Restricted Subsidiary seeking
  liquidation, reorganization or other relief with respect to it or its debts
  under any bankruptcy, insolvency or other similar law now or hereafter in effect
  or seeking the appointment of a trustee, receiver, liquidator, custodian or
  other similar official of it or any substantial part of its property, and such
  involuntary case or other proceeding shall remain undismissed and unstayed for
  a period of 60 days; or an order for relief shall be entered against the Borrower
  or any Restricted Subsidiary under the Bankruptcy Code; or

(j)   any member of the ERISA Group shall fail
  to pay when due an amount or amounts aggregating in excess of $25,000,000 which
  it shall have become liable to pay under Title IV of ERISA; or notice of intent
  to terminate a Material Plan shall be filed under Title IV of ERISA by any member
  of the ERISA Group, any plan administrator or any combination of the foregoing;
  or the PBGC shall institute proceedings under Title IV of ERISA to terminate,
  to impose liability (other than for premiums under Section 4007 of ERISA) in
  respect of, or to cause a trustee to be appointed to administer any Material
  Plan; or a condition shall exist by reason of which the PBGC would be entitled
  to obtain a decree adjudicating that any Material Plan must be terminated; or
  there shall occur a complete or partial withdrawal from, or default, within
  the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer
  Plans which could reasonably be expected to cause one or more members of the
  ERISA Group to incur a current payment obligation in excess of $25,000,000;
  or

(k)   the Borrower or any of its Restricted
  Subsidiaries shall fail within 60 days to pay, bond or otherwise discharge any
  judgment or order for the payment of money in excess of $20,000,000, entered
  against the Borrower or any such Restricted Subsidiary that is not stayed on
  appeal or otherwise being appropriately contested in good faith; or

(l)   a Change of Control shall have occurred;

then, and in every such event, while such event is continuing,
  the Administrative Agent may (A) if requested by the Required Lenders, by notice
  to the Borrower terminate the Commitments, and the Commitments shall thereupon
  terminate, and (B) if requested by the Lenders holding more than 50% of the
  sum of the aggregate outstanding principal amount of the Loans and Letter of
  Credit Liabilities at such time, by notice to the Borrower declare the Loans
  (together with accrued interest and accrued and unpaid fees thereon) to be,
  and the Loans shall thereupon become, immediately due and payable without presentment,
  demand, protest or other notice of any kind (except as set forth in clause (A)
  above), all of which are hereby waived by the Borrower; provided, that,
  in the case of any Default or any Event of Default specified in clause 7.01(h)
  or 7.01(i) above with respect to the Borrower, without any notice to the Borrower
  or any other act by the Administrative Agent or any Lender, the Commitments
  shall thereupon terminate and the Loans (together with accrued interest and
  accrued and unpaid fees thereon) shall become immediately due and payable without
  presentment, demand, protest or other notice of any kind, all of which are hereby
  waived by the Borrower.

ARTICLE VIII
  THE AGENTS

Section 8.01   Appointment
  and Authorization. Each Lender hereby irrevocably designates and appoints
  the Administrative Agent of to act as specified herein and in the other Loan
  Documents and to take such actions on its behalf under the provisions of this
  Agreement and the other Loan Documents and perform such duties as are expressly
  delegated to the Administrative Agent by the terms of this Agreement and the
  other Loan Documents, together with such other powers as are reasonably incidental
  thereto. The Administrative Agent agrees to act as such upon the express conditions
  contained in this Article VIII. Notwithstanding any provision to the contrary
  elsewhere in this Agreement or in any other Loan Document, the Administrative
  Agent shall not have any duties or responsibilities, except those expressly
  set forth herein or in the other Loan Documents, or any fiduciary relationship
  with any Lender, and no implied covenants, functions, responsibilities, duties,
  obligations or liabilities shall be read into this Agreement or otherwise exist
  against the Administrative Agent. The provisions of this Article VIII are solely
  for the benefit of the Administrative Agent and Lenders, and no other Person
  shall have any rights as a third party beneficiary of any of the provisions
  hereof. For the sake of clarity, the Lenders hereby agree that neither the Co-Syndication
  Agents, the Co-Lead Arrangers nor the Co-Documentation Agents shall have any
  duties or powers with respect to this Agreement or the other Loan Documents.

Section 8.02   Individual
  Capacity. The Administrative Agent and its Affiliates may make loans
  to, accept deposits from and generally engage in any kind of business with the
  Borrower and its Affiliates as though the Administrative Agent were not an Agent.
  With respect to the Loans made by it and all obligations owing to it, the Administrative
  Agent shall have the same rights and powers under this Agreement as any Lender
  and may exercise the same as though it were not an Agent, and the terms "Required
  Lenders", "Lender" and "Lenders" shall include the
  Administrative Agent in its individual capacity.

Section 8.03   Delegation
  of Duties. The Administrative Agent may execute any of its duties under
  this Agreement or any other Loan Document by or through agents or attorneys-in-fact.
  The Administrative Agent shall not be responsible for the negligence or misconduct
  of any agents or attorneys-in-fact selected by it with reasonable care except
  to the extent otherwise required by Section 8.07.

Section 8.04   Reliance
  by the Administrative Agent. The Administrative Agent shall be entitled
  to rely, and shall be fully protected in relying, upon any note, writing, resolution,
  notice, consent, certificate, affidavit, letter, telecopy or other electronic
  facsimile transmission, telex, telegram, cable, teletype, electronic transmission
  by modem, computer disk or any other message, statement, order or other writing
  or conversation believed by it to be genuine and correct and to have been signed,
  sent or made by the proper Person or Persons and upon advice and statements
  of legal counsel (including, without limitation, counsel to the Borrower), independent
  accountants and other experts selected by the Administrative Agent. The Administrative
  Agent shall be fully justified in failing or refusing to take any action under
  this Agreement or any other Loan Document unless it shall first receive such
  advice or concurrence of the Required Lenders, or all of the Lenders, if applicable,
  as it deems appropriate or it shall first be indemnified to its satisfaction
  by the Lenders against any and all liability and expense which may be incurred
  by it by reason of taking or continuing to take any such action. The Administrative
  Agent shall in all cases be fully protected in acting, or in refraining from
  acting, under this Agreement and the other Loan Documents in accordance with
  a request of the Required Lenders or all of the Lenders, if applicable, and
  such request and any action taken or failure to act pursuant thereto shall be
  binding upon all of the Lenders.

Section 8.05   Notice
  of Default. The Administrative Agent shall not be deemed to have knowledge
  or notice of the occurrence of any Default or Event of Default hereunder unless
  the Administrative Agent has received notice from a Lender or the Borrower referring
  to this Agreement, describing such Default or Event of Default and stating that
  such notice is a "notice of default". If the Administrative Agent
  receives such a notice, the Administrative Agent shall give prompt notice thereof
  to the Lenders. The Administrative Agent shall take such action with respect
  to such Default or Event of Default as shall be reasonably directed by the Required
  Lenders; provided, that, unless and until the Administrative Agent shall
  have received such directions, the Administrative Agent may (but shall not be
  obligated to) take such action, or refrain from taking such action, with respect
  to such Default or Event of Default as it shall deem advisable in the best interests
  of the Lenders.

Section 8.06   Non-Reliance
  on the Agents and Other Lenders. Each Lender expressly acknowledges
  that no Agent or officer, director, employee, agent, attorney-in-fact or affiliate
  of any Agent has made any representations or warranties to it and that no act
  by any Agent hereafter taken, including any review of the affairs of the Borrower,
  shall be deemed to constitute any representation or warranty by such Agent to
  any Lender. Each Lender represents to the Agents that it has, independently
  and without reliance upon any Agent or any other Lender, and based on such documents
  and information as it has deemed appropriate, made its own appraisal of and
  investigation into the business, assets, operations, property, financial and
  other condition, prospects and creditworthiness of the Borrower and made its
  own decision to make its Loans hereunder and to enter into this Agreement. Each
  Lender also represents that it will, independently and without reliance upon
  any 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 analysis,
  appraisals and decisions in taking or not taking action under this Agreement,
  and to make such investigation as it deems necessary to inform itself as to
  the business, assets, operations, property, financial and other condition, prospects
  and creditworthiness of the Borrower. No Agent shall have any duty or responsibility
  to provide any Lender with any credit or other information concerning the business,
  operations, assets, property, financial and other condition, prospects or creditworthiness
  of the Borrower which may come into the possession of such Agent or any of its
  officers, directors, employees, agents, attorneys-in-fact or affiliates.

Section 8.07   Exculpatory
  Provisions. The Administrative Agent shall not, and no officers, directors,
  employees, agents, attorneys-in-fact or affiliates of the Administrative Agent,
  shall (i) be liable for any action lawfully taken or omitted to be taken by
  it under or in connection with this Agreement or any other Loan Document (except
  for its own gross negligence, willful misconduct or bad faith) or (ii) be responsible
  in any manner to any of the Lenders for any recitals, statements, representations
  or warranties made by the Borrower or any of its officers contained in this
  Agreement, in any other Loan Document or in any certificate, report, statement
  or other document referred to or provided for in, or received by the Administrative
  Agent under or in connection with, this Agreement or any other Loan Document
  or for any failure of the Borrower or any of its officers to perform its obligations
  hereunder or thereunder. The Administrative Agent shall not be under any obligation
  to any Lender to ascertain or to inquire as to the observance or performance
  of any of the agreements contained in, or conditions of, this Agreement or any
  other Loan Document, or to inspect the properties, books or records of the Borrower.
  The Administrative Agent shall not be responsible to any Lender for the effectiveness,
  genuineness, validity, enforceability, collectibility or sufficiency of this
  Agreement or any other Loan Document or for any representations, warranties,
  recitals or statements made by any other Person herein or therein or made by
  any other Person in any written or oral statement or in any financial or other
  statements, instruments, reports, certificates or any other documents in connection
  herewith or therewith furnished or made by the Administrative Agent to the Lenders
  or by or on behalf of the Borrower to the Administrative Agent or any Lender
  or be required to ascertain or inquire as to the performance or observance of
  any of the terms, conditions, provisions, covenants or agreements contained
  herein or therein or as to the use of the proceeds of the Loans or of the existence
  or possible existence of any Default or Event of Default.

Section 8.08   Indemnification.
  The Lenders agree to indemnify the Administrative Agent, in its capacity as
  such, and hold the Administrative Agent, in its capacity as such, harmless ratably
  according to their respective Commitments from and against any and all liabilities,
  obligations, losses, damages, penalties, actions, judgments, suits, costs and
  reasonable expenses or disbursements of any kind whatsoever which may at any
  time (including, without limitation, at any time following the full payment
  of the obligations of the Borrower hereunder) be imposed on, incurred by or
  asserted against the Administrative Agent, in its capacity as such, in any way
  relating to or arising out of this Agreement or any other Loan Document, or
  any documents contemplated hereby or referred to herein or the transactions
  contemplated hereby or any action taken or omitted to be taken by the Administrative
  Agent under or in connection with any of the foregoing, but only to the extent
  that any of the foregoing is not paid by the Borrower; provided, that
  no Lender shall be liable to the Administrative Agent for the payment of any
  portion of such liabilities, obligations, losses, damages, penalties, actions,
  judgments, suits, costs or expenses or disbursements resulting from the gross
  negligence, willful misconduct or bad faith of the Administrative Agent. If
  any indemnity furnished to the Administrative Agent for any purpose shall, in
  the reasonable opinion of the Administrative Agent, be insufficient or become
  impaired, the Administrative Agent may call for additional indemnity and cease,
  or not commence, to do the acts indemnified against until such additional indemnity
  is furnished. The agreement in this Section 8.08 shall survive the payment of
  all Loans, Letter of Credit Liabilities, fees and other obligations of the Borrower
  arising hereunder.

Section 8.09   Resignation;
  Successors. The Administrative Agent may resign as Administrative Agent
  upon 20 days' notice to the Lenders. Upon the resignation of the Administrative
  Agent, the Required Lenders shall appoint from among the Lenders a successor
  to the Administrative Agent, subject to prior approval by the Borrower (so long
  as no Event of Default exists) and the consent of the Required Lenders (such
  approval or consent, as the case may be, not to be unreasonably withheld), whereupon
  such successor Administrative Agent shall succeed to the rights, powers and
  duties of the retiring Administrative Agent, and the term "Administrative
  Agent" shall include such successor Administrative Agent effective upon
  its appointment, and the retiring Administrative Agent's rights, powers and
  duties as Administrative Agent shall be terminated, without any other or further
  act or deed on the part of such former Administrative Agent or any of the parties
  to this Agreement or any other Loan Document. After the retiring Administrative
  Agent's resignation hereunder as Administrative Agent, the provisions of this
  Article VIII shall inure to its benefit as to any actions taken or omitted to
  be taken by it while it was Administrative Agent under this Agreement or any
  other Loan Document.

Section 8.10   Administrative
  Agent's Fees; Arranger Fee. The Borrower shall pay to the Administrative
  Agent for its own account and to Wachovia Securities and Barclays Capital (the
  investment banking division of Barclays Bank PLC), in their capacity as Co-Lead
  Arrangers, for their own account, fees in the amounts and at the times agreed
  upon between the Borrower, the Administrative Agent and Wachovia Securities,
  respectively, pursuant to the Fee Letter, and between the Borrower and Barclays
  Capital (the investment banking division of Barclays Bank PLC) pursuant to that
  certain letter agreement dated as of May 14, 2003.

ARTICLE IX
  MISCELLANEOUS

Section 9.01   Notices.
  Except as otherwise expressly provided herein, all notices and other communications
  shall have been duly given and shall be effective (i) when delivered, (ii) when
  transmitted via telecopy (or other facsimile device) to the number set out below,
  (iii) the Business Day following the day on which the same has been delivered
  prepaid (or on an invoice basis) to a reputable national overnight air courier
  service or (iv) the third Business Day following the day on which the same is
  sent by certified or registered mail, postage prepaid, in each case to the respective
  parties at the address or telecopy numbers, in the case of the Borrower and
  the Administrative Agent, set forth below, and, in the case of the Lenders,
  set forth on signature pages hereto, or at such other address as such party
  may specify by written notice to the other parties hereto:

if to the Borrower:

PPL Energy Supply, LLC
  Two North Ninth Street
  Allentown, PA 18101-1179
  Attention: James E. Abel
  Telephone: 610-774-5151
  Facsimile: 610-774-5106

with a copy to:

PPL Energy Supply, LLC
  Two North Ninth Street
  Allentown, PA 18101-1179
  Attention: Michael A. McGrail, Esq.
  Telephone: 610-774-5644
  Facsimile: 610-774-6726

if to the Administrative Agent:

Wachovia Bank, National Association
  One Wachovia Center
  301 South College Street - NC0760
  Charlotte, North Carolina 28288
  Attention: Mark Weir
  Telephone: 704-383-6610
  Facsimile: 704-374-4793

with a copy to:

Wachovia Bank, National Association
  201 South College Street, 23rd Floor
  Charlotte, North Carolina 28288
  Attention: Syndications Agency Services
  Telephone: 704-383-3721
  Facsimile: 704-383-0288

with a copy to:

Mayer, Brown, Rowe & Maw
  214 North Tryon Street, Suite 3800
  Charlotte, North Carolina 28202
  Attention: James R. Bryant III, Esq.
  Telephone : 704-444-3558
  Facsimile: 704-377-2033

Section 9.02   No
  Waivers; Non-Exclusive Remedies. No failure by any Agent or any Lender
  to exercise, no course of dealing with respect to, and no delay in exercising
  any right, power or privilege hereunder or under any Revolving Note or other
  Loan Document shall operate as a waiver thereof nor shall any single or partial
  exercise thereof preclude any other or further exercise thereof or the exercise
  of any other right, power or privilege. The rights and remedies provided herein
  and in the other Loan Documents shall be cumulative and not exclusive of any
  rights or remedies provided by law.

Section 9.03   Expenses;
  Indemnification.

(a)   Expenses. The Borrower shall
  pay (i) all out-of-pocket expenses of the Agents, including legal fees and disbursements
  of Mayer, Brown, Rowe & Maw and any other local counsel retained by the
  Administrative Agent, in its reasonable discretion, in connection with the preparation,
  execution, delivery and administration of the Loan Documents, the syndication
  efforts of the Agents with respect thereto, any waiver or consent thereunder
  or any amendment thereof or any Default or alleged Default thereunder and (ii)
  if an Event of Default occurs, all reasonable out-of-pocket expenses incurred
  by the Agents and each Lender, including (without duplication) the fees and
  disbursements of outside counsel, in connection with such Event of Default and
  restructuring, workout, collection, bankruptcy, insolvency and other enforcement
  proceedings resulting therefrom; provided, that the Borrower shall not
  be liable for any legal fees or disbursements of any counsel for the Agents
  and the Lenders other than Mayer, Brown, Rowe & Maw associated with the
  preparation, execution and delivery of this Agreement and the closing documents
  contemplated hereby.

(b)   Indemnity in Respect of Loan Documents.
  The Borrower agrees to indemnify the Agents and each Lender, their respective
  Affiliates and the respective directors, officers, trustees, agents and employees
  of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless
  from and against any and all liabilities, obligations, losses, damages, penalties,
  actions, judgments, suits, costs and expenses or disbursements of any kind whatsoever,
  including, without limitation, the reasonable fees and disbursements of counsel,
  which may at any time (including, without limitation, at any time following
  the payment of the obligations of the Borrower hereunder) be imposed on, incurred
  by or asserted against such Indemnitee in connection with any investigative,
  administrative or judicial proceeding (whether or not such Indemnitee shall
  be designated a party thereto) brought or threatened relating to or arising
  out of the Loan Documents or any actual or proposed use of proceeds of Loans
  hereunder; provided, that no Indemnitee shall have the right to be indemnified
  hereunder for such Indemnitee's own gross negligence or willful misconduct as
  determined by a court of competent jurisdiction in a final, non-appealable judgment
  or order.

(c)   Indemnity in Respect of Environmental
  Liabilities. The Borrower agrees to indemnify each Lender and hold each
  Lender harmless from and against any and all liabilities, obligations, losses,
  damages, penalties, actions, judgments, suits, costs and expenses or disbursements
  of any kind whatsoever (including, without limitation, reasonable expenses of
  investigation by engineers, environmental consultants and similar technical
  personnel and reasonable fees and disbursements of counsel) which may at any
  time (including, without limitation, at any time following the payment of the
  obligations of the Borrower hereunder) be imposed on, incurred by or asserted
  against such Lender in respect of or in connection with any and all Environmental
  Liabilities. Without limiting the generality of the foregoing, the Borrower
  hereby waives all rights of contribution or any other rights of recovery with
  respect to liabilities, obligations, losses, damages, penalties, actions, judgments,
  suits, costs and expenses and disbursements arising under or related to Environmental
  Laws that it might have by statute or otherwise against any Lender.

Section 9.04   Sharing
  of Set-Offs. Each Lender agrees that if it shall, by exercising any
  right of set-off or counterclaim or otherwise, receive payment of a proportion
  of the aggregate amount of principal and interest due with respect to any Loan
  made or Revolving Note held by it and any Letter of Credit Liabilities which
  is greater than the proportion received by any other Lender in respect of the
  aggregate amount of principal and interest due with respect to any Loan, Revolving
  Note and Letter of Credit Liabilities made or held by such other Lender, the
  Lender receiving such proportionately greater payment shall purchase such participations
  in the Loan made or Revolving Notes and Letter of Credit Liabilities held by
  the other Lenders, and such other adjustments shall be made, in each case as
  may be required so that all such payments of principal and interest with respect
  to the Loan made or Revolving Notes and Letter of Credit Liabilities made or
  held by the Lenders shall be shared by the Lenders pro rata; provided,
  that nothing in this Section shall impair the right of any Lender to exercise
  any right of set-off or counterclaim it may have for payment of indebtedness
  of the Borrower other than its indebtedness hereunder.

Section 9.05   Amendments
  and Waivers. Any provision of this Agreement or the Revolving Notes
  may be amended or waived if, but only if, such amendment or waiver is in writing
  and is signed by the Borrower and the Required Lenders (and, if the rights or
  duties of the Administrative Agent or any Issuing Lenders are affected thereby,
  by the Administrative Agent or such Issuing Lender, as relevant); provided,
  that no such amendment or waiver shall, unless signed by all of the Lenders,
  (i) increase or decrease the Commitment of any Lender (except for a ratable
  decrease in the Commitments of all of the Lenders) or subject any Lender to
  any additional obligation (it being understood that waivers or modifications
  of conditions precedent, covenants, Defaults or of mandatory reductions in the
  Commitments shall not constitute an increase of the Commitment of any Lender,
  and that an increase in the available portion of any Commitment of any Lender
  as in effect at any time shall not constitute an increase in such Commitment),
  (ii) reduce the principal of or rate of interest on any Loan (except in connection
  with a waiver of applicability of any post-default increase in interest rates)
  or the amount to be reimbursed in respect of any Letter of Credit or any interest
  thereon or any fees hereunder, (iii) postpone the date fixed for any payment
  of interest on any Loan or the amount to be reimbursed in respect of any Letter
  of Credit or any interest thereon or any fees hereunder or for any scheduled
  reduction or termination of any Commitment or (except as expressly provided
  in Article III) expiration date of any Letter of Credit, (iv) postpone or change
  the date fixed for any scheduled payment of principal of any Loan or (v) change
  the percentage of the Commitments or of the aggregate unpaid principal amount
  of the Revolving Notes and Letter of Credit Liabilities, or the number of Lenders,
  which shall be required for the Lenders or any of them to take any action under
  this Section or any other provision of this Agreement.

Section 9.06   Successors
  and Assigns.

(a)   Successors and Assigns.
  The provisions of this Agreement shall be binding upon and inure to the benefit
  of the parties hereto and their respective successors and assigns, except that
  the Borrower may not assign or otherwise transfer any of its rights under this
  Agreement without the prior written consent of all of the Lenders, except to
  the extent any such assignment results from the consummation of a merger or
  consolidation permitted pursuant to Section 6.08 of this Agreement.

(b)   Participations. Any Lender
  may at any time grant to one or more banks or other financial institutions or
  special purpose funding vehicle (each a "Participant") participating
  interests in its Commitments and/or any or all of its Loans and Letter of Credit
  Liabilities. In the event of any such grant by a Lender of a participating interest
  to a Participant, whether or not upon notice to the Borrower and the Administrative
  Agent, such Lender shall remain responsible for the performance of its obligations
  hereunder, and the Borrower, the Issuing Lenders and the Administrative Agent
  shall continue to deal solely and directly with such Lender in connection with
  such Lender's rights and obligations under this Agreement. Any agreement pursuant
  to which any Lender may grant such a participating interest shall provide that
  such Lender shall retain the sole right and responsibility to enforce the obligations
  of the Borrower hereunder including, without limitation, the right to approve
  any amendment, modification or waiver of any provision of this Agreement; provided,
  that such participation agreement may provide that such Lender will not agree
  to any modification, amendment or waiver of this Agreement which would (i) extend
  the Revolving Termination Date, reduce the rate or extend the time of payment
  of principal, interest or fees on any Loan or Letter of Credit Liability in
  which such Participant is participating (except in connection with a waiver
  of applicability of any post-default increase in interest rates) or reduce the
  principal amount thereof, or increase the amount of the Participant's participation
  over the amount thereof then in effect (it being understood that a waiver of
  any Default or of a mandatory reduction in the Commitments shall not constitute
  a change in the terms of such participation, and that an increase in any Commitment
  or Loan or Letter of Credit Liability shall be permitted without the consent
  of any Participant if the Participant's participation is not increased as a
  result thereof) or (ii) allow the assignment or transfer by the Borrower of
  any of its rights and obligations under this Agreement, without the consent
  of the Participant, except to the extent any such assignment results from the
  consummation of a merger or consolidation permitted pursuant to Section 6.08
  of this Agreement. The Borrower agrees that each Participant shall, to the extent
  provided in its participation agreement, be entitled to the benefits of Article
  II with respect to its participating interest to the same extent as if it were
  a Lender, subject to the same limitations, and in no case shall any Participant
  be entitled to receive any amount payable pursuant to Article 2 that is greater

  that the amount the Lender granting such Participant's participating interest
  would have been entitled to receive had such Lender not sold such participating
  interest. An assignment or other transfer which is not permitted by subsection
  (c) or (d) below shall be given effect for purposes of this Agreement only to
  the extent of a participating interest granted in accordance with this subsection
  (b).

(c)   Assignments Generally. Any
  Lender may at any time assign to one or more Eligible Assignees (each, an "Assignee")
  all, or a proportionate part (equivalent to an initial Commitment of not less
  than $5,000,000 or any larger multiple of $1,000,000), of its rights and obligations
  under this Agreement and the Revolving Notes with respect to its Revolving Loans
  and, if still in existence, its Revolving Commitment, and such Assignee shall
  assume such rights and obligations, pursuant to an Assignment and Assumption
  Agreement in substantially the form of Exhibit C attached hereto executed by
  such Assignee and such transferor, with (and subject to) the consent of the
  Borrower, which shall not be unreasonably withheld, the Administrative Agent
  and the Issuing Lenders, which consent shall not be unreasonably withheld; provided,
  that if an Assignee is an Affiliate of such transferor Lender or was a Lender
  immediately prior to such assignment, no such consent of the Borrower shall
  be required; provided, further, that if at the time of such assignment
  a Default or an Event of Default has occurred and is continuing, no such consent
  of the Borrower shall be required. Upon execution and delivery of such instrument
  and payment by such Assignee to such transferor of an amount equal to the purchase
  price agreed between such transferor and such Assignee, such Assignee shall
  be a Lender party to this Agreement and shall have all the rights and obligations
  of a Lender with a Commitment as set forth in such instrument of assumption,
  and the transferor shall be released from its obligations hereunder to a corresponding
  extent, and no further consent or action by any party shall be required. Upon
  the consummation of any assignment pursuant to this subsection (c), the transferor,
  the Administrative Agent and the Borrower shall make appropriate arrangements
  so that, if required, a new Revolving Note is issued to the Assignee. In connection
  with any such assignment, the transferor shall pay to the Administrative Agent
  an administrative fee for processing such assignment in the amount of $3,500.
  If the Assignee is not incorporated under the laws of the United States or any
  state thereof, it shall deliver to the Borrower and the Administrative Agent
  certification as to exemption from deduction or withholding of any United States
  Taxes in accordance with Section 2.16.

(d)   Assignments to Federal Reserve Banks.
  Any Lender may at any time assign all or any portion of its rights under this
  Agreement and its Revolving Note to a Federal Reserve Bank. No such assignment
  shall release the transferor Lender from its obligations hereunder.

(e)   Register. The Borrower hereby
  designates the Administrative Agent to serve as the Borrower's agent, solely
  for purposes of this subsection 9.06(e), to (i) maintain a register (the "Register")
  on which the Administrative Agent will record the Commitments from time to time
  of each Lender, the Loans made by each Lender and each repayment in respect
  of the principal amount of the Loans of each Lender and to (ii) retain a copy
  of each Assignment and Assumption Agreement delivered to the Administrative
  Agent pursuant to this Section. Failure to make any such recordation, or any
  error in such recordation, shall not affect the Borrower's obligation in respect
  of such Loans. The entries in the Register shall be conclusive, in the absence
  of manifest error, and the Borrower, the Administrative Agent, the Issuing Lenders
  and the Lenders shall treat each Person in whose name a Loan and the Revolving
  Note evidencing the same is registered as the owner thereof for all purposes
  of this Agreement, notwithstanding notice or any provision herein to the contrary.
  With respect to any Lender, the assignment or other transfer of the Commitments
  of such Lender and the rights to the principal of, and interest on, any Loan
  made and any Revolving Note issued pursuant to this Agreement shall not be effective
  until such assignment or other transfer is recorded on the Register and, except
  to the extent provided in this subsection 9.06(e), otherwise complies with Section
  9.06, and prior to such recordation all amounts owing to the transferring Lender
  with respect to such Commitments, Loans and Revolving Notes shall remain owing
  to the transferring Lender. The registration of assignment or other transfer
  of all or part of any Commitments, Loans and Revolving Notes for a Lender shall
  be recorded by the Administrative Agent on the Register only upon the acceptance
  by the Administrative Agent of a properly executed and delivered Assignment
  and Assumption Agreement and payment of the administrative fee referred to in
  Section 9.06(c). The Register shall be available at the offices where kept by
  the Administrative Agent for inspection by the Borrower and any Lender at any
  reasonable time upon reasonable prior notice to the Administrative Agent. The
  Borrower may not replace any Lender pursuant to Section 2.07(b), unless, with
  respect to any Revolving Notes held by such Lender, the requirements of subsection
  9.06(c) and this subsection 9.06(e) have been satisfied.

Section 9.07   Governing
  Law; Submission to Jurisdiction. This Agreement and each Revolving Note
  shall be governed by and construed in accordance with the internal laws of the
  State of New York. The Borrower hereby submits to the nonexclusive jurisdiction
  of the United States District Court for the Southern District of New York and
  of any New York State court sitting in New York City for purposes of all legal
  proceedings arising out of or relating to this Agreement or the transactions
  contemplated hereby. The Borrower irrevocably waives, to the fullest extent
  permitted by law, any objection which it may now or hereafter have to the laying
  of the venue of any such proceeding brought in such court and any claim that
  any such proceeding brought in any such court has been brought in an inconvenient
  forum.

Section 9.08   Counterparts;
  Integration; Effectiveness. This Agreement may be signed in any number
  of counterparts, each of which shall be an original, with the same effect as
  if the signatures thereto and hereto were upon the same instrument. This Agreement
  and the other Loan Documents constitute the entire agreement and understanding
  among the parties hereto and supersede any and all prior agreements and understandings,
  oral or written, relating to the subject matter hereof and thereof. This Agreement
  shall become effective upon receipt by the Administrative Agent of counterparts
  hereof signed by each of the parties hereto (or, in the case of any party as
  to which an executed counterpart shall not have been received, receipt by the
  Administrative Agent in form satisfactory to it of telegraphic, telex, facsimile
  or other written confirmation from such party of execution of a counterpart
  hereof by such party).

Section 9.09   Generally
  Accepted Accounting Principles. Unless otherwise specified herein, all
  accounting terms used herein shall be interpreted, all accounting determinations
  hereunder shall be made and all financial statements required to be delivered
  hereunder shall be prepared in accordance with GAAP as in effect from time to
  time, applied on a basis consistent (except for changes concurred in by the
  Borrower's independent public accountants) with the audited consolidated financial
  statements of the Borrower and its Consolidated Subsidiaries most recently delivered
  to the Lenders; provided, that, if the Borrower notifies the Administrative
  Agent that the Borrower wishes to amend any covenant in Article VI to eliminate
  the effect of any change in GAAP on the operation of such covenant (or if the
  Administrative Agent notifies the Borrower that the Required Lenders wish to
  amend Article VI for such purpose), then the Borrower's compliance with such
  covenant shall be determined on the basis of GAAP in effect immediately before
  the relevant change in GAAP became effective, until either such notice is withdrawn
  or such covenant is amended in a manner satisfactory to the Borrower and the
  Required Lenders.

Section 9.10   Usage. The following
  rules of construction and usage shall be applicable to this Agreement and to
  any instrument or agreement that is governed by or referred to in this Agreement.

(a)   All terms defined in this Agreement shall
  have the defined meanings when used in any instrument governed hereby or referred
  to herein and in any certificate or other document made or delivered pursuant
  hereto or thereto unless otherwise defined therein.

(b)   The words "hereof", "herein",
  "hereunder" and words of similar import when used in this Agreement
  or in any instrument or agreement governed here shall be construed to refer
  to this Agreement or such instrument or agreement, as applicable, in its entirety
  and not to any particular provision or subdivision hereof or thereof.

(c)   References in this Agreement to "Article",
  "Section", "Exhibit", "Schedule" or another subdivision
  or attachment shall be construed to refer to an article, section or other subdivision
  of, or an exhibit, schedule or other attachment to, this Agreement unless the
  context otherwise requires; references in any instrument or agreement governed
  by or referred to in this Agreement to "Article", "Section",
  "Exhibit", "Schedule" or another subdivision or attachment
  shall be construed to refer to an article, section or other subdivision of,
  or an exhibit, schedule or other attachment to, such instrument or agreement
  unless the context otherwise requires.

(d)   The definitions contained in this Agreement
  shall apply equally to the singular and plural forms of such terms. Whenever
  the context may require, any pronoun shall include the corresponding masculine,
  feminine and neuter forms. The word "will" shall be construed to have
  the same meaning as the word "shall". The term "including"
  shall be construed to have the same meaning as the phrase "including without
  limitation".

(e)   Unless the context otherwise requires,
  any definition of or reference to any agreement, instrument, statute or document
  contained in this Agreement or in any agreement or instrument that is governed
  by or referred to in this Agreement shall be construed (i) as referring to such
  agreement, instrument, statute or document as the same may be amended, supplemented
  or otherwise modified from time to time (subject to any restrictions on such
  amendments, supplements or modifications set forth in this Agreement or in any
  agreement or instrument governed by or referred to in this Agreement), including
  (in the case of agreements or instruments) by waiver or consent and (in the
  case of statutes) by succession of comparable successor statutes and (ii) to
  include (in the case of agreements or instruments) references to all attachments
  thereto and instruments incorporated therein. Any reference to any Person shall
  be construed to include such Person's successors and permitted assigns.

(f)   Unless the context otherwise requires,
  whenever any statement is qualified by "to the best knowledge of"
  or "known to" (or a similar phrase) any Person that is not a natural
  person, it is intended to indicate that the senior management of such Person
  has conducted a commercially reasonable inquiry and investigation prior to making
  such statement and no member of the senior management of such Person (including
  managers, in the case of limited liability companies, and general partners,
  in the case of partnerships) has current actual knowledge of the inaccuracy
  of such statement.

Section 9.11   WAIVER
  OF JURY TRIAL. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT
  TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
  AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 9.12   Confidentiality.
  Each Lender agrees to hold all non-public information obtained pursuant to the
  requirements of this Agreement in accordance with its customary procedure for
  handling confidential information of this nature and in accordance with safe
  and sound banking practices; provided, that nothing herein shall prevent
  any Lender from disclosing such information (i) to any other Lender or to any
  Agent, (ii) to any other Person if reasonably incidental to the administration
  of the Loans and Letter of Credit Liabilities, (iii) upon the order of any court
  or administrative agency, (iv) upon the request or demand of any regulatory
  agency or authority, (v) which had been publicly disclosed other than as a result
  of a disclosure by any Agent or any Lender prohibited by this Agreement, (vi)
  in connection with any litigation to which any Agent, any Lender or any of their
  respective Subsidiaries or Affiliates may be party, (vii) to the extent necessary
  in connection with the exercise of any remedy hereunder, (viii) to such Lender's
  or Agent's Affiliates and their respective directors, officers, employees and
  agents including legal counsel and independent auditors (it being understood
  that the Persons to whom such disclosure is made will be informed of the confidential
  nature of such information and instructed to keep such information confidential)
  and (ix) subject to provisions substantially similar to those contained in this
  Section, to any actual or proposed Participant or Assignee; provided,
  that notwithstanding anything herein to the contrary, each
  Lender may disclose without limitation of any kind, any information with respect
  to the "tax treatment" and "tax structure" (in each case,
  within the meaning of Treasury Regulation Section 1.6011-4) of the transactions
  contemplated hereby and all materials of any kind (including opinions or other
  tax analyses) that are provided to the Lender relating to such tax treatment
  and tax structure; provided further, that with respect to any
  document or similar item that in either case contains information concerning
  the tax treatment or tax structure of the transaction as well as other information,
  this sentence shall apply only to such portions of the document or similar item
  that relate to the tax treatment or tax structure of the Loans and transactions
  contemplated hereby. Notwithstanding the foregoing, any Agent, any Lender
  or Mayer, Brown, Rowe & Maw may circulate promotional materials and place
  advertisements in financial and other newspapers and periodicals or on a home
  page or similar place for dissemination of information on the Internet or worldwide
  web in, each case, after the closing of the transactions contemplated by this
  Agreement in the form of a "tombstone" or other release limited to
  describing the names of the Borrower or its Affiliates, or any of them, and
  the amount, type and closing date of such transactions, all at their sole expense.

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

| | PPL ENERGY SUPPLY, LLC                                                      
| | ----------------------------------------------------------------------------
| |                                                                             
| | By:____________________________________________
        Name:
        Title:



Signature Page to PPL Energy Supply, LLC
  June 2003 $300,000,000 Three-Year Credit Agreement
  S-1

---



| | WACHOVIA BANK, NATIONAL ASSOCIATION,
          as Administrative Agent      
| | ----------------------------------------------------------------------------
| |                                                                             
| | By:____________________________________________
        Name:
        Title:
| |                                                                             
| |                                                                             
| |                                                                             
| | WACHOVIA BANK, NATIONAL ASSOCIATION,
          as Issuing Lender            
| |                                                                             
| | By:____________________________________________
        Name:
        Title:
| |                                                                             
| |                                                                             
| |                                                                             
| | WACHOVIA BANK, NATIONAL ASSOCIATION, 
          as a Lender                 
| | By:____________________________________________
        Name:
        Title:



Signature Page to PPL Energy Supply, LLC
  June 2003 $300,000,000 Three-Year Credit Agreement
  S-2

---



| | CITIBANK, N.A.,
          as a Lender                                       
| | ----------------------------------------------------------------------------
| |                                                                             
| | By:____________________________________________
        Name:
        Title:





Signature Page to PPL Energy Supply, LLC
  June 2003 $300,000,000 Three-Year Credit Agreement
  S-3

---



| | BARCLAYS BANK PLC, 
          as a Lender                                   
| | ----------------------------------------------------------------------------
| |                                                                             
| | By:____________________________________________
        Name:
        Title:





Signature Page to PPL Energy Supply, LLC
  June 2003 $300,000,000 Three-Year Credit Agreement
  S-4

---



| | JPMORGAN CHASE BANK,
          as a Lender                                  
| | ----------------------------------------------------------------------------
| |                                                                             
| | By:____________________________________________
        Name:
        Title:





Signature Page to PPL Energy Supply, LLC
  June 2003 $300,000,000 Three-Year Credit Agreement
  S-5

---



| | BANK ONE, NA,
          as a Lender                                         
| | ----------------------------------------------------------------------------
| |                                                                             
| | By:____________________________________________
        Name:
        Title:





Signature Page to PPL Energy Supply, LLC
  June 2003 $300,000,000 Three-Year Credit Agreement
  S-6

---

| | MORGAN STANLEY BANK,
          as a Lender                                  
| | ----------------------------------------------------------------------------
| |                                                                             
| | By:____________________________________________
        Name:
        Title:





Signature Page to PPL Energy Supply, LLC
  June 2003 $300,000,000 Three-Year Credit Agreement
  S-7

---

| | MERRILL LYNCH BANK USA,
          as a Lender                               
| | ----------------------------------------------------------------------------
| |                                                                             
| | By:____________________________________________
        Name:
        Title:





Signature Page to PPL Energy Supply, LLC
  June 2003 $300,000,000 Three-Year Credit Agreement
  S-8

---

| | UBS AG, CAYMAN ISLANDS BRANCH,
          as a Lender                        
| | ----------------------------------------------------------------------------
| |                                                                             
| | By:____________________________________________
        Name:
        Title:





Signature Page to PPL Energy Supply, LLC
  June 2003 $300,000,000 Three-Year Credit Agreement
  S-9

---

| | KEYBANK NATIONAL ASSOCIATION,
          as a Lender                         
| | ----------------------------------------------------------------------------
| |                                                                             
| | By:____________________________________________
        Name:
        Title:





Signature Page to PPL Energy Supply, LLC
  June 2003 $300,000,000 Three-Year Credit Agreement
  S-10

---

| | WESTLB AG, NEW YORK BRANCH,
          as a Lender                           
| | ----------------------------------------------------------------------------
| |                                                                             
| | By:____________________________________________
        Name:
        Title:
| |                                                                             
| |                                                                             
| | By:____________________________________________
        Name:
        Title:





Signature Page to PPL Energy Supply, LLC
  June 2003 $300,000,000 Three-Year Credit Agreement
  S-11

---

| | THE BANK OF NOVA SCOTIA,
          as a Lender                              
| | ----------------------------------------------------------------------------
| |                                                                             
| | By:____________________________________________
        Name:
        Title:





Signature Page to PPL Energy Supply, LLC
  June 2003 $300,000,000 Three-Year Credit Agreement
  S-12

---

| | KBC BANK N.V.,
          as a Lender                                        
| | ----------------------------------------------------------------------------
| |                                                                             
| | By:____________________________________________
        Name:
        Title:





Signature Page to PPL Energy Supply, LLC
  June 2003 $300,000,000 Three-Year Credit Agreement
  S-13

---

Table of Contents

| |  |  | Page
| |  |  | ----

|ARTICLE I   | DEFINITIONS                    | 1                                                                                      
|----------- | ------------------------------ | ---------------------------------------------------------------------------------------
|            | Section 1.01                   | Definitions                                                                            
|ARTICLE II  | THE CREDITS                    | 16                                                                                     
|            | Section 2.01                   | Commitments to Lend                                                                    
|            | Section 2.02                   | Notice of Borrowings                                                                   
|            | Section 2.03                   | Notice to Lenders; Funding of
        Loans                                            
|            | Section 2.04                   | Noteless Agreement; Evidence
        of Indebtedness                                   
|            | Section 2.05                   | Interest Rates                                                                         
|            | Section 2.06                   | Fees                                                                                   
|            | Section 2.07                   | Adjustments of Commitments                                                             
|            | Section 2.08                   | Maturity of Loans; Mandatory
        Prepayments                                       
|            | Section 2.09                   | Optional Prepayments and Repayments                                                    
|            | Section 2.10                   | General Provisions as to Payments                                                      
|            | Section 2.11                   | Funding Losses                                                                         
|            | Section 2.12                   | Computation of Interest and
        Fees                                               
|            | Section 2.13                   | Basis for Determining Interest
        Rate Inadequate, Unfair or Unavailable          
|            | Section 2.14                   | Illegality                                                                             
|            | Section 2.15                   | Increased Cost and Reduced Return                                                      
|            | Section 2.16                   | Taxes                                                                                  
|            | Section 2.17                   | Base Rate Loans Substituted
        for Affected Euro-Dollar Loans                     
|            |                                |                                                                                        
|ARTICLE III | LETTERS OF CREDIT              | 30                                                                                     
|            | Section 3.01                   | Existing Letters of Credit                                                             
|            | Section 3.02                   | Additional Letters of Credit                                                           
|            | Section 3.03                   | Method of Issuance of Letters of
        Credit                                        
|            | Section 3.04                   | Conditions to Issuance of Additional
        Letters of Credit                         
|            | Section 3.05                   | Purchase and Sale of Letter of
        Credit Participations                           
|            | Section 3.06                   | Drawings under Letters of Credit                                                       
|            | Section 3.07                   | Reimbursement Obligations                                                              
|            | Section 3.08                   | Duties of Issuing Lenders to Lenders;
        Reliance                                 
|            | Section 3.09                   | Obligations of Lenders to Reimburse
        Issuing Lender for 
        Unpaid Drawings
|            | Section 3.10                   | Funds Received from the Borrower
        in Respect of Drawn 
        Letters of Credit
|            | Section 3.11                   | Obligations in Respect of Letters
        of Credit Unconditional                      
|            | Section 3.13                   | ISP98                                                                                  
|ARTICLE IV  | CONDITIONS                     | 35                                                                                     
|            | Section 4.01                   | Conditions to Closing                                                                  
|            | Section 4.02                   | Conditions to All Credit Events                                                        
|ARTICLE V   | REPRESENTATIONS AND WARRANTIES | 38                                                                                     

Table of Contents
  (continued)

| |  |  | Page
| |  |  | ----

|             | Section 5.01 | Status                                                         | 38
|------------ | ------------ | -------------------------------------------------------------- | --
|             | Section 5.02 | Authority; No Conflict                                         | 38
|             | Section 5.03 | Legality; Etc                                                  | 38
|             | Section 5.04 | Financial Condition                                            | 38
|             | Section 5.05 | Rights to Properties                                           | 39
|             | Section 5.06 | Litigation                                                     | 39
|             | Section 5.07 | No Violation                                                   | 39
|             | Section 5.08 | ERISA                                                          | 39
|             | Section 5.09 | Governmental Approvals                                         | 40
|             | Section 5.10 | Investment Company Act                                         | 40
|             | Section 5.11 | Public Utility Holding Company Act                             | 40
|             | Section 5.12 | Restricted Subsidiaries, Etc                                   | 40
|             | Section 5.13 | Tax Returns and Payments                                       | 40
|             | Section 5.14 | Compliance with Laws                                           | 40
|             | Section 5.15 | No Default                                                     | 40
|             | Section 5.16 | Environmental Matters                                          | 41
|             | Section 5.17 | Reportable Transactions                                        | 41
|             | Section 5.18 | Guarantees                                                     | 42
|ARTICLE VI   | COVENANTS    | 42                                                            
|             | Section 6.01 | Information                                                    | 42
|             | Section 6.02 | Maintenance of Property; Insurance                             | 44
|             | Section 6.03 | Conduct of Business and Maintenance of
        Existence       | 44
|             | Section 6.04 | Compliance with Laws, Etc                                      | 44
|             | Section 6.05 | Books and Records                                              | 44
|             | Section 6.06 | Use of Proceeds                                                | 45
|             | Section 6.07 | Restriction on Liens                                           | 45
|             | Section 6.08 | Merger or Consolidation                                        | 47
|             | Section 6.09 | Asset Sales                                                    | 48
|             | Section 6.10 | Transactions with Affiliates                                   | 48
|             | Section 6.11 | Restrictive Agreements                                         | 48
|             | Section 6.12 | Consolidated Debt to Consolidated Capitalization
        Ratio | 49
|             | Section 6.13 | Cash Interest Coverage Ratio                                   | 49
|             | Section 6.14 | Indebtedness                                                   | 49
|ARTICLE VII  | DEFAULTS     | 49                                                            
|             | Section 7.01 | Events of Default                                              | 49
|ARTICLE VIII | THE AGENTS   | 51                                                            
|             | Section 8.01 | Appointment and Authorization                                  | 51
|             | Section 8.02 | Individual Capacity                                            | 51
|             | Section 8.03 | Delegation of Duties                                           | 52
|             | Section 8.04 | Reliance by the Administrative Agent                           | 52



Table of Contents
  (continued)

| |  |  | Page
| |  |  | ----

|                          | Section 8.05        | Notice of Default                            | 52
|------------------------- | ------------------- | -------------------------------------------- | --
|                          | Section 8.06        | Non-Reliance on the Agents and Other Lenders | 52
|                          | Section 8.07        | Exculpatory Provisions                       | 53
|                          | Section 8.08        | Indemnification                              | 53
|                          | Section 8.09        | Resignation; Successors                      | 54
|                          | Section 8.10        | Administrative Agent's Fees; Arranger Fee    | 54
|ARTICLE IX                | MISCELLANEOUS       | 54                                          
|                          | Section 9.01        | Notices                                      | 54
|                          | Section 9.02        | No Waivers; Non-Exclusive Remedies           | 56
|                          | Section 9.03        | Expenses; Indemnification                    | 56
|                          | Section 9.04        | Sharing of Set-Offs                          | 57
|                          | Section 9.05        | Amendments and Waivers                       | 57
|                          | Section 9.06        | Successors and Assigns                       | 58
|                          | Section 9.07        | Governing Law; Submission to Jurisdiction    | 60
|                          | Section 9.08        | Counterparts; Integration; Effectiveness     | 60
|                          | Section 9.09        | Generally Accepted Accounting Principles     | 60
|                          | Section 9.10        | Usage                                        | 61
|                          | Section 9.11        | WAIVER OF JURY TRIAL                         | 62
|                          | Section 9.12        | Confidentiality                              | 62
|                          |                    
|Appendices and Schedules: |                    
|                          | Commitment Appendix |                                             
|                          |                     |                                              |   
|                          | Schedule 3.01       | - Existing Letters of Credit                 |   
|                          | Schedule 5.12       | - Restricted Subsidiaries, Etc.              |   
|                          | Schedule 5.18       | - Guarantees of Foreign Subsidiary Debt      |   
|                          | Schedule 6.07       | - Existing Liens                             |   
|                          | Schedule 6.11       | - Restrictive Agreements                     |   
|                          | Schedule 6.14       | - Existing Debt                              |   

Exhibits:

| | Exhibit A-1 - | Form of Notice of Borrowing                 
| | ------------- | --------------------------------------------
| | Exhibit A-2 - | Form of Notice of Conversion/Continuation   
| | Exhibit A-3 - | Form of Letter of Credit Request            
| |               |                                             
| | Exhibit B -   | Form of Revolving Note                      
| | Exhibit C -   | Form of Assignment and Assumption Agreement 
| |               |                                             
| | Exhibit D -   | Forms of Opinion of Counsel for the Borrower