EXHIBIT 10(c)

EXECUTION COPY



$400,000,000
  364-DAY CREDIT AGREEMENT
  dated as of June 25, 2002
  among
  PPL ELECTRIC UTILITIES CORPORATION, 
  THE LENDERS FROM TIME TO TIME PARTY HERETO,
  WACHOVIA BANK, NATIONAL ASSOCIATION
  as Administrative Agent and Issuing Lender,
  CITIBANK, N.A., 
  as Syndication Agent,
  WACHOVIA SECURITIES, INC.
  and
  SALOMON SMITH BARNEY, INC.,
  as Co-Lead Arrangers,
  and
  BANK ONE, N.A.,

BARCLAYS BANK PLC,

and

JPMORGAN CHASE BANK,

as Documentation Agents



CREDIT AGREEMENT (this "Agreement")
          dated as of June 25, 2002 among PPL ELECTRIC UTILITIES CORPORATION,
          the LENDERS party hereto from time to time, WACHOVIA BANK, NATIONAL
          ASSOCIATION, as Administrative Agent and Issuing Lender, CITIBANK, N.A.,
          as Syndication Agent, WACHOVIA SECURITIES, INC. and SALOMON SMITH BARNEY,
          INC., as Co-Lead Arrangers and Bank One, N.A., Barclays Bank PLC and
          JPMorgan Chase Bank, as Documentation Agents.

PPL ELECTRIC UTILITIES CORPORATION, a Pennsylvania corporation
  (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 $400,000,000 for the
  purposes and on the terms and conditions set out in this Agreement.

ARTICLE I
  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 Commitment Lender" has the meaning
  set forth in Section 2.07(c)(iii).

"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 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
  Syndication Agent or the 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 Credit
        Fees
|----------- | -------------------------------- | ----------------------------------------- | ----------------------------------------- | -------------------------------------------------------------------
|Category A: | A/A2 or higher                   | .080%                                     | 0%                                        | .400%                                                              
|Category B  | A-/A3                            | .100%                                     | 0%                                        | .500%                                                              
|Category C: | BBB+/Baa1                        | .125%                                     | 0%                                        | .625%                                                              
|Category D: | BBB/Baa2                         | .150%                                     | 0%                                        | .875%                                                              
|Category E: | BBB-/Baa3 or lower or unrated    | .200%                                     | .100%                                     | 1.125%                                                             

; provided, further, that if the Borrower elects
  to convert the Loans to a Term Loan pursuant to Section 2.07(d), each percentage
  set forth above under "Applicable Percentage for Euro-Dollar Loans and
  Letter of Credit Fees" shall be increased by 25 basis points (.25%) from
  and after the Conversion Date.

"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/A2 or higher                  | .100%                                     
|Category B | A-/A3                           | .125%                                     
|Category C | BBB+/Baa1                       | .125%                                     
|Category D | BBB/Baa2                        | .125%                                     
|Category E | BBB-/Baa3 or lower or unrated   | .125%                                     



; provided further, that if the Borrower elects
  to convert the outstanding Revolving Loans to a Term Loan pursuant to Section
  2.07(d), the Applicable Utilization Fee in effect from time to time will be
  due and payable by the Borrower from and after the Conversion Date without regard
  to the percentage of the aggregate Lender's Revolving Commitments represented
  by the aggregate Loans outstanding from time to time.

"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 secured
  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 25, 2002, on which the Administrative Agent determines that the conditions
  specified in or pursuant to Section 4.01 have been satisfied.

"Commitment" means, with respect to any Lender,
  the commitment of such Lender to make Revolving Loans, or convert Revolving
  Loans into a Term Loan pursuant to Section 2.07(d), as the case may be, 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
  $350,000,000 of Hybrid Preferred Securities and (D) up to an aggregate amount
  of $350,000,000 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 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 $350,000,000 of
  Hybrid Preferred Securities and (ii) up to an aggregate amount of $350,000,000
  of Equity-Linked Securities.

"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) or 2.07(c), a Lender which is neither
  a Retiring Lender nor a Non-extending Lender, respectively, and "Continuing
  Lenders" means any two or more of such Continuing Lenders.

"Conversion Date" means the date selected
  by the Borrower to convert the outstanding Revolving Loans into Term Loans pursuant
  to Section 2.07(d).

"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.

"Current FERC Order" has the meaning set forth
  in Section 4.01(h).

"Current Revolving Termination Date" has the
  meaning set forth in Section 2.07(c)(i).

"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.

"Documentation Agents" means Bank One, N.A.,
  Barclays Bank PLC and JPMorgan Chase Bank, in their capacity as documentation
  agent for the Lenders under this Agreement and under the other Loan Documents,
  and their respective successors or successors in such capacity.

"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 commercial
  bank organized under the laws of the United States and having a combined capital
  and surplus of at least $100,000,000; (ii) 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; and (iii) a Person that is primarily engaged in the business
  of commercial banking and that is an "accredited investor" (as defined
  in Regulation D under the Securities Act of 1933, as amended) and that is (A)
  a Subsidiary of a Lender, (B) a Subsidiary of a Person of which a Lender is
  a Subsidiary or (C) a Person of which a Lender is a Subsidiary.

"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 $400,000,000
  364-Day Revolving Credit Agreement dated as of June 26, 2001 among the Borrower,
  Wachovia Bank, National Association (successor by merger to First Union National
  Bank), as Administrative Agent and Issuing Lender, Citibank, N.A., as Syndication
  Agent, Barclays Bank PLC, Westdeutsche Landesbank Girozentrale and Bank One,
  N.A., as Documentation Agents, and the lenders from time to time party thereto,
  as amended through the date hereof.

"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.

"Extension Letter" means a letter from the
  Borrower to the Administrative Agent requesting an extension of the Revolving
  Termination Date substantially in the form of Exhibit A-4 hereto.

"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 8, 2002 by the Administrative Agent and Wachovia Securities,
  as Co-Lead Arranger and Sole Book Manager, addressed to and acknowledged and
  agreed to by the Borrower.

"FERC" has the meaning set forth in Section
  4.01(h).

"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 or the Term Loan Maturity Date, as applicable.

"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) $300,000,000 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 in a principal or face amount exceeding $50,000,000.

"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-Extending Lender" has the meaning set
  forth in Section 2.07(c)(i).

"Non-Recourse Debt" shall mean (a) Debt that
  is nonrecourse to the Borrower or any Subsidiary of the Borrower and (b) any
  transition bonds issued by PP&L Transition Bond Company LLC, a subsidiary
  of the Borrower, or any similar special purpose company organized for the purpose
  of issuing bonds payable from revenues associated with intangible transition
  property created under the PEGCCCA or other assets of PP&L Transition Bond
  Company LLC or any such other special purpose company, provided that (i) such
  bonds are nonrecourse to the Borrower or any of its Subsidiaries (other than
  PP&L Transition Bond Company LLC or any such other special purpose company)
  and (ii) the aggregate amount of such transition bonds shall not exceed $2,850,000,000.

"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).

"Notice of Term Loan Conversion" has the meaning
  set forth in Section 2.07(d).

"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).

"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.

"PEGCCCA" means the Pennsylvania Electricity
  Generation Customer Choice and Competition Act, and any successor statute, regulation
  or law.

"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.

"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 the date
  364 days from the date of this Agreement (or, if such day is not a Business
  Day, the next preceding Business Day) or such later date to which the Revolving
  Termination Date may from time to time be extended pursuant to Section 2.07(c)
  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.

"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.

"Syndication Agent" means Citibank, N.A.,
  in its capacity as syndication agent for the Lenders hereunder and under the
  other Loan Documents, and its successor or successors in such capacity.

"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).

"Term Loan" has the meaning set forth in Section
  2.07(d).

"Term Loan Maturity Date" means the date 364
  days after the Conversion Date.

"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., successor by merger to First Union Securities, Inc.

"Wholly-Owned Subsidiary" means, with respect
  to any Person at any date, any Subsidiary of such Person all of the shares of
  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 and subject to Section 2.07(d),
  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 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 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, 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.

(c)  Optional Extensions of Commitments.

(i)  The Borrower may, by sending an Extension
      Letter to the Administrative Agent (in which case the Administrative Agent
      shall promptly deliver a copy to each of the Lenders), not less than 30
      days and not more than 60 days prior to the Revolving Termination Date then
      in effect (the "Current Revolving Termination Date"), request
      that the Lenders extend the Revolving Termination Date so that it will occur
      364 days after the Current Revolving Termination Date. Each Lender, acting
      in its sole discretion, shall, by notice to the Administrative Agent given
      not less than 15 days and not more than 30 days prior to the Current Revolving
      Termination Date, advise the Administrative Agent in writing whether or
      not such Lender agrees to such extension (each Lender that so advises the
      Administrative Agent that it will not extend the Revolving Termination Date
      being referred to herein as a "Non-extending Lender"); provided
      that any Lender that does not advise the Administrative Agent by the 15th
      day prior to the Current Revolving Termination Date shall be deemed to be
      a Non-extending Lender. The election of any Lender to agree to such extension
      shall not obligate any other Lender to agree.

(ii)   (A) If Lenders holding Revolving Commitments
      that aggregate at least 51% of the aggregate Commitments of the Lenders
      on or prior to the 15th day prior to the Current Revolving Termination Date
      shall not have agreed to extend the Revolving Termination Date, then the
      Current Revolving Termination Date shall not be so extended and the outstanding
      principal balance of all loans and other amounts payable hereunder shall
      be payable on the Current Revolving Termination Date. (B) If (and only if)
      Lenders holding Revolving Commitments that aggregate at least 51% of the
      aggregate Commitment of the Lenders on or prior to the 15th day prior to
      the Current Revolving Termination Date shall have agreed to extend the Revolving
      Termination Date, then the Revolving Termination Date applicable to the
      Lenders that are Continuing Lenders shall be the day that is 364 days after
      the Current Revolving Termination Date. In the event of such extension,
      the Commitment of each Non-extending Lender shall terminate on the Current
      Revolving Termination Date, all Loans and other amounts payable hereunder
      to such Non-extending Lenders shall become due and payable on the Current
      Revolving Termination Date and the aggregate Commitment of the Lenders hereunder
      shall be reduced by the aggregate Commitments of Non-extending Lenders so
      terminated on and after such Current Revolving Termination Date.

(iii)  In the event that the conditions of clause
      (B) of paragraph (ii) above have been satisfied, the Borrower shall have
      the right on or before the Current Revolving Termination Date, at its own
      expense, to require any Non-extending Lender to transfer and assign without
      recourse or representation (except as to title and the absence of Liens
      created by it) (in accordance with and subject to the restrictions contained
      in § 9.06(c)) all its interests, rights and obligations under this Agreement
      (including with respect to any Letter of Credit Liabilities) to one or more
      Eligible Assignees (which may include any Lender) (each, an "Additional
      Commitment Lender"), provided that (x) such Additional Commitment Lender,
      if not already a Lender hereunder, shall be subject to the approval of the
      Administrative Agent (not to be unreasonably withheld), (y) such assignment
      shall become effective as of the Current Revolving Termination Date and
      (z) the Additional Commitment Lender shall pay to such Non-extending Lender
      in immediately available funds on the effective date of such assignment
      the principal of and interest accrued to the date of payment on the Loans
      made by such Non-extending Lender hereunder and all other amounts accrued
      for such Non-extending Lender's account or owed to it hereunder. Notwithstanding
      the foregoing, no extension of the Revolving Termination Date shall become
      effective unless, on the Current Revolving Termination Date, the conditions
      set forth in Section 4.02 shall be satisfied (with all references in such
      paragraphs to the making of a Loan or issuance of a Letter of Credit being
      deemed to be references to the extension of the Commitments on the Current
      Revolving Termination Date) and the Administrative Agent shall have received
      a certificate to that effect dated the Current Revolving Termination Date
      and executed by a responsible officer of the Borrower.



(d)  Optional Conversion to Term Loan.
  At any time on or within 10 days of the Current Revolving Termination Date when
  Revolving Loans are outstanding, so long as no Letter of Credit Liabilities
  remain outstanding, at the Borrower's option upon written notice (a "Notice
  of Term Loan Conversion") to the Administrative Agent (who shall promptly
  notify each of the Lenders), the Borrower, may elect to convert the then outstanding
  aggregate principal amount of Revolving Loans hereunder to a term loan (the
  "Term Loan"). The Notice of Term Loan Conversion shall be substantially
  in the form of Exhibit A-5 attached hereto and shall (i) expressly state the
  date on which such conversion shall occur (such date being the "Conversion
  Date"), which date shall be a Business Day occurring on or before the Current
  Revolving Termination Date, (ii) be irrevocable once given and (iii) constitute
  a representation and warranty by the Borrower that the conditions contained
  in Section 4.02(c), (d), and (e) have been satisfied as of the date of such
  Notice of Term Loan Conversion and as of the Conversion Date prior to and after
  giving effect to any such conversion. From and after the Conversion Date, (i)
  the Borrower's option to borrow Loans hereunder shall terminate, (ii) the aggregate
  of all Revolving Commitments shall be reduced to zero, (iii) the outstanding
  principal balance of all Revolving Loans shall convert to a Term Loan which
  shall be due and payable on the earlier of (a) the Term Loan Maturity Date and
  (b) the date on which all Loans shall become due and payable under II
  and (iv) all references in this Agreement to "Revolving Loans" and
  "Revolving Notes" shall be deemed to be references to such Revolving
  Loans and the related Revolving Notes as so converted into a Term Loan, in each
  case as the context requires.

Section 2.08  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 or the Term Loan Maturity Date, as applicable,
      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 or the Term Loan Maturity
      Date, as applicable, 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 for 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.

Secton 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 incorporation certified by the Secretary of State of the Commonwealth of
  Pennsylvania; (ii) a certificate of the Secretary of State of the Commonwealth
  of Pennsylvania, 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 articles of incorporation of the Borrower, (B) that
  attached thereto is a true, correct and complete copy of the by-laws of the
  Borrower, (C) as to the absence of dissolution or liquidation proceedings by
  or against the Borrower, (D) that attached thereto is a true, correct and complete
  copy of resolutions adopted by the board of directors 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 (E) 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, 2001, 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, the financial position and results of operations of the Borrower
  and its Consolidated Subsidiaries, prepared in conformity with GAAP, and (ii)
  unaudited, interim financial statements of the Borrower and its Consolidated
  Subsidiaries for the fiscal quarter ending March 31, 2002.

(h)  Consents. All necessary governmental
  (domestic or foreign), regulatory and third party approvals, including, without
  limitation, the Letter Order (the "Current FERC Order") of the Federal
  Energy Regulatory Commission ("FERC") dated December 20, 2001 authorizing
  borrowings hereunder, 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 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;

(e)  since December 31, 2001, 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; and

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 corporation duly organized, validly existing and in good standing under
  the laws of the Commonwealth of Pennsylvania and has the corporate 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 corporate action and do not violate (i) any provision of law or
  regulation, or any decree, order, writ or judgment, (ii) any provision of its
  articles of incorporation or by-laws, 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; provided, that, borrowings hereunder have been authorized
  under the Current FERC Order which expires on December 31, 2003, and a new order
  from FERC will be required after such date in order for the Borrower to make
  borrowings and otherwise incur obligations hereunder in connection with any
  optional extensions as contemplated by Section 2.07(c).

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, 2001 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 and its Consolidated Subsidiaries as of such date and
  their 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, 2002 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 and its Consolidated Subsidiaries as of such date and their
  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, 2001 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  Litigation. Except as
  disclosed in or contemplated by the Borrower's Form 10-K Report to the SEC for
  the year ended December 31, 2001 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 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 5.06  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 5.07  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 5.08  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, including, without limitation,
  the Current FERC Order, as have been obtained prior to the Closing Date and
  are in full force and effect.

Section 5.09  Investment Company Act.
  The Borrower is not an "investment company" within the meaning of
  the Investment Company Act of 1940, as amended.

Section 5.10  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 5.11  Tax Returns and Payments.
  The Borrower 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 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 5.12  Compliance with Laws.
  To the knowledge of the Borrower, the Borrower 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 5.13  No Default. No Default
  or Event of Default has occurred and is continuing.

Section 5.14  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, 2001
  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 5.14, 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 of any of its Subsidiaries from the time such business
          or business entity became a Subsidiary of PPL Corporation.



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. Within
  120 days after the end of each fiscal year of the Borrower, 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.
  Within 60 days after the end of each of the first three quarters of each fiscal
  year of the Borrower, 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 Section 6.10 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. Within
  120 days after the end of each fiscal year, a copy of any Form 10-K Report to
  the SEC and within 60 days after the end of each of the first three quarters
  in each fiscal year, 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
  make 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)  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 of 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 all property useful and necessary
  in its 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 or where 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 operates.

Section 6.03  Conduct of Business and Maintenance
  of Existence. The Borrower will (i) 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 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 corporate
  (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 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 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 shall 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  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.

Section 6.08  Asset Sales. Except for
  the sale of assets required to be sold to conform with governmental requirements,
  the Borrower shall not 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; (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; (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 in a Permitted Business,
  (ii) are used by the Borrower to repay Debt of the Borrower, or (iii) are retained
  by the Borrower; 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 6.09  Transactions with Affiliates.
  The Borrower will not enter into or permit to exist any arrangement or contract
  with any of its Affiliates unless such arrangement or contract (i) has been
  approved by a Governmental Authority or (ii) is fair and equitable to the Borrower
  and is an arrangement or contract of the kind which would be entered into by
  a prudent Person in the position of the Borrower 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 of any administrative
  agency, regulatory authority or other governmental body having jurisdiction
  over the Borrower or its Subsidiaries.

Section 6.10  Consolidated Debt to Consolidated
  Capitalization Ratio. The ratio of Consolidated Debt of the Borrower
  to Consolidated Capitalization of the Borrower shall not exceed 70% 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, 6.07, 6.08 and 6.10; 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) and (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 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 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 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 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 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 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 Syndication Agent, the Co-Lead Arrangers nor the
  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 Salomon Smith Barney, Inc., in
  their capacity as Co-Lead Arrangers (the "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 Salomon Smith Barney,
  Inc. pursuant to that certain letter agreement dated as of May 20, 2002.

ARTICLE IXMISCELLANEOUS

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 Electric Utilities Corporation
          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 - NC0251
          Charlotte, North Carolina 28288
          Attention: Mike Kolosowsky
          Telephone: 704-383-8225
          Facsimile: 704-383-7611

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 6.07 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 6.07
  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. 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 ELECTRIC UTILITIES CORPORATION                               
| | -----------------------------------------------------------------
| | By: ________________________________
        Name:
        Title:
| | 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:





| |                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                
| | THE BANK OF NOVA SCOTIA, as a Lender                                                                                                                                           
| | By: ________________________________
        Name: James R. Trimble
        Title: Managing Director                                                                           
| | Address:
        One Liberty Plaza, 26th Floor
        New York, New York 10006
        Attention: Tim Finneran
        Telephone: 212-225-5159
        Facsimile: 212-225-5090



| |                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                               
| | BANK ONE, N.A., as a Lender                                                                                                                                                   
| | By: ________________________________
        Name:
        Title:                                                                                                             
| | Address:
        1 Bank One Plaza. Suite IL1-0634
        Chicago, Illinois 60670
        Attention: Ben Oliva
        Telephone: 312-732-5987
        Facsimile: 312-732-4840



| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | BARCLAYS BANK PLC, as a Lender                                                                                                                                            
| | By: ________________________________
        Name:
        Title:                                                                                                         
| | Address:
        222 Broadway, 8th Floor
        New York, New York 10038
        Attention: Sydney Dennis
        Telephone: 212-412-2470
        Facsimile: 212-412-2441



| |                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                          
| | JPMORGAN CHASE BANK, as a Lender                                                                                                                                         
| | By: ________________________________
        Name:
        Title:                                                                                                        
| | Address:
        1 Chase Manhattan Plaza
        New York, New York 10081
        Attention: Lynette Lang
        Telephone: 212-552-7692
        Facsimile: 212-552-5777



| |                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                               
| | CITICORP USA, INC., as a Lender                                                                                                                               
| | By: ________________________________
        Name:
        Title:                                                                                             
| | Address:
        2 Penns Way
        New Castle, Delaware 19720
        Attention: Karen Riley
        Telephone: 302-894-6084
        Facsimile: 302-894-6120



| |                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                              
| | KBC BANK N.V., as a Lender                                                                                                                                                   
| | By: ________________________________
        Name:
        Title:                                                                                                            
| | Address:
        125 West 55th Street
        New York, New York 10019
        Attention: Loan Administration
        Telephone: 212-541-0653
        Facsimile: 212-956-5581



| |                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                   
| | MELLON BANK, N.A., as a Lender                                                                                                                                                                    
| | By: ________________________________
        Name:
        Title:                                                                                                                                 
| | Address:
        One Mellon Center
        Room 4530
        Pittsburgh, Pennsylvania 15258-0001
        Attention: Mark W. Rogers
        Telephone: 412-234-1888
        Facsimile: 412-236-1840



| |                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                     
| | MIZUHO CORPORATE BANK, LTD., NEW YORK BRANCH, as a Lender                                                                                                                           
| | By: ________________________________
        Name:
        Title:                                                                                                                   
| | Address:
        1251 Avenue of Americas
        New York, New York 10020-1104
        Attention: Christine Francese
        Telephone: 212-282-4097
        Facsimile: 212-282-4480





| | MORGAN STANLEY BANK, as a Lender                                                                                                                                
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | By: ________________________________
        Name:
        Title:                                                                                               
| | Address:
        1585 Broadway 
        New York, New York 10036
        Attention: James Morgan
        Telephone: 212-537-1470
        Facsimile: 212-537-1867



| |                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                      
| | UNION BANK OF CALIFORNIA, as a Lender                                                                                                                                                
| | By: ________________________________
        Name:
        Title:                                                                                                                    
| | Address:
        601 Potrero Grande Drive
        Monterey Park, California 91754
        Attention: Gohar Karapetyan
        Telephone: 323-720-2697
        Facsimile: 323-724-6198



| |                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                
| | UBS AG, STAMFORD BRANCH, as a Lender                                                                                                                                           
| | By: ________________________________
        Name:
        Title:                                                                                                              
| | By: ________________________________
        Name:
        Title:                                                                                                              
| | Address:
        677 Washington Boulevard
        Stamford, Connecticut 06901
        Attention: Deborah Porter
        Telephone: 203-719-6391
        Facsimile: 203-719-3888



| |                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                
| | WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH, as a Lender                                                                                                             
| | By: ________________________________
        Name:
        Title:                                                                                                              
| | By: ________________________________
        Name:
        Title:                                                                                                              
| | Address:
        1211 Avenue of the Americas
        New York, New York 10036
        Attention: Daniel Palermo
        Telephone: 212-852-6157
        Facsimile: 212-302-7946



Table of Contents

|                          |                                                        |                                                                        | Page
|------------------------- | ------------------------------------------------------ | ---------------------------------------------------------------------- | ----
|ARTICLE I                 |                                                        | DEFINITIONS                                                            | 2   
|                          | Section 1.01                                           | Definitions                                                            | 2   
|ARTICLE II                | THE CREDITS                                            | 17                                                                    
|                          | Section 2.01                                           | Commitments to Lend                                                    | 17  
|                          | Section 2.02                                           | Notice of Borrowings                                                   | 17  
|                          | Section 2.03                                           | Notice to Lenders; Funding of Loans                                    | 18  
|                          | Section 2.04                                           | Noteless Agreement; Evidence of Indebtedness                           | 19  
|                          | Section 2.05                                           | Interest Rates                                                         | 19  
|                          | Section 2.06                                           | Fees                                                                   | 21  
|                          | Section 2.07                                           | Adjustments of Commitments                                             | 22  
|                          | Section 2.08                                           | Maturity of Loans; Mandatory Prepayments                               | 25  
|                          | Section 2.09                                           | Optional Prepayments and Repayments                                    | 26  
|                          | Section 2.10                                           | General Provisions as to Payments                                      | 26  
|                          | Section 2.11                                           | Funding Losses                                                         | 27  
|                          | Section 2.12                                           | Computation of Interest and Fees                                       | 27  
|                          | Section 2.13                                           | Basis for Determining Interest Rate Inadequate, Unfair or Unavailable  | 27  
|                          | Section 2.14                                           | Illegality                                                             | 28  
|                          | Section 2.15                                           | Increased Cost and Reduced Return                                      | 28  
|                          | Section 2.16                                           | Taxes                                                                  | 29  
|                          | Section 2.17                                           | Base Rate Loans Substituted for Affected Euro-Dollar Loans             | 31  
|ARTICLE III               | LETTERS OF CREDIT                                      | 32                                                                    
|                          | Section 3.01                                           | Existing Letters of Credit                                             | 32  
|                          | Section 3.02                                           | Additional Letters of Credit                                           | 32  
|                          | Section 3.03                                           | Method of Issuance of Letters of Credit                                | 32  
|                          | Section 3.04                                           | Conditions to Issuance of Additional Letters of Credit                 | 33  
|                          | Section 3.05                                           | Purchase and Sale of Letter of Credit Participations                   | 33  
|                          | Section 3.06                                           | Drawings under Letters of Credit                                       | 34  
|                          | Section 3.07                                           | Reimbursement Obligations                                              | 34  
|                          | Section 3.08                                           | Duties of Issuing Lenders to Lenders; Reliance                         | 34  
|                          | Section 3.09                                           | Obligations of Lenders to Reimburse Issuing Lender for Unpaid Drawings | 35  
|                          | Section 3.10                                           | Funds Received from the Borrower in Respect of Drawn Letters of Credit | 36  
|                          | Section 3.11                                           | Obligations in Respect of Letters of Credit Unconditional              | 36  
|                          | Section 3.12                                           | Indemnification in Respect of Letters of Credit                        | 37  
|                          | Section 3.13                                           | ISP98                                                                  | 38  
|ARTICLE IV                | CONDITIONS                                             | 38                                                                    
|                          | Section 4.01                                           | Conditions to Closing                                                  | 38  
|                          | Section 4.02                                           | Conditions to All Credit Events                                        | 40  
|ARTICLE V                 | REPRESENTATIONS AND WARRANTIES                         | 40                                                                    
|                          | Section 5.01                                           | Status                                                                 | 40  
|                          | Section 5.02                                           | Authority; No Conflict                                                 | 40  
|                          | Section 5.03                                           | Legality; Etc                                                          | 41  
|                          | Section 5.04                                           | Financial Condition                                                    | 41  
|                          | Section 5.05                                           | Litigation                                                             | 41  
|                          | Section 5.06                                           | No Violation                                                           | 42  
|                          | Section 5.07                                           | ERISA                                                                  | 42  
|                          | Section 5.08                                           | Governmental Approvals                                                 | 42  
|                          | Section 5.09                                           | Investment Company Act                                                 | 42  
|                          | Section 5.10                                           | Public Utility Holding Company Act                                     | 42  
|                          | Section 5.11                                           | Tax Returns and Payments                                               | 42  
|                          | Section 5.12                                           | Compliance with Laws                                                   | 42  
|                          | Section 5.13                                           | No Default                                                             | 43  
|                          | Section 5.14                                           | Environmental Matters                                                  | 43  
|ARTICLE VI                | COVENANTS                                              | 44                                                                    
|                          | Section 6.01                                           | Information                                                            | 44  
|                          | Section 6.02                                           | Maintenance of Property; Insurance                                     | 45  
|                          | Section 6.03                                           | Conduct of Business and Maintenance of Existence                       | 46  
|                          | Section 6.04                                           | Compliance with Laws, Etc                                              | 46  
|                          | Section 6.05                                           | Books and Records                                                      | 46  
|                          | Section 6.06                                           | Use of Proceeds                                                        | 46  
|                          | Section 6.07                                           | Merger or Consolidation                                                | 46  
|                          | Section 6.08                                           | Asset Sales                                                            | 47  
|                          | Section 6.09                                           | Transactions with Affiliates                                           | 47  
|                          | Section 6.10                                           | Consolidated Debt to Consolidated Capitalization Ratio                 | 47  
|ARTICLE VII               | DEFAULTS                                               | 47                                                                    
|                          | Section 7.01                                           | Events of Default                                                      | 47  
|ARTICLE VIII              | THE AGENTS                                             | 49                                                                    
|                          | Section 8.01                                           | Appointment and Authorization                                          | 49  
|                          | Section 8.02                                           | Individual Capacity                                                    | 50  
|                          | Section 8.03                                           | Delegation of Duties                                                   | 50  
|                          | Section 8.04                                           | Reliance by the Administrative Agent                                   | 50  
|                          | Section 8.05                                           | Notice of Default                                                      | 50  
|                          | Section 8.06                                           | Non-Reliance on the Agents and Other Lenders                           | 51  
|                          | Section 8.07                                           | Exculpatory Provisions                                                 | 51  
|                          | Section 8.08                                           | Indemnification                                                        | 52  
|                          | Section 8.09                                           | Resignation; Successors                                                | 52  
|                          | Section 8.10                                           | Administrative Agent's Fees; Arranger Fee                              | 52  
|ARTICLE IX                | MISCELLANEOUS                                          | 53                                                                    
|                          | Section 9.01                                           | Notices                                                                | 53  
|                          | Section 9.02                                           | No Waivers; Non-Exclusive Remedies                                     | 54  
|                          | Section 9.03                                           | Expenses; Indemnification                                              | 54  
|                          | Section 9.04                                           | Sharing of Set-Offs                                                    | 55  
|                          | Section 9.05                                           | Amendments and Waivers                                                 | 55  
|                          | Section 9.06                                           | Successors and Assigns                                                 | 56  
|                          | Section 9.07                                           | Governing Law; Submission to Jurisdiction                              | 58  
|                          | Section 9.08                                           | Counterparts; Integration; Effectiveness                               | 58  
|                          | Section 9.09                                           | Generally Accepted Accounting Principles                               | 58  
|                          | Section 9.10                                           | Usage                                                                  | 59  
|                          | Section 9.11                                           | WAIVER OF JURY TRIAL                                                   | 60  
|                          | Section 9.12                                           | Confidentiality                                                        | 60  
|                          |                                                        |                                                                        |     
|Appendices and Schedules:
|                          | Commitment Appendix                                   
|                          |                                                       
|                          | Schedule 3.01C- Existing Letters of Credit            
|                         
|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 A-4 -Form of Extension Letter                 
|                          | Exhibit A-5 -Form of Notice of Term Loan Conversion   
|                          | Exhibit B -Form of Revolving Note                     
|                          | Exhibit C -Form of Assignment and Assumption Agreement
|                          | Exhibit D -Form of Opinion of Counsel for the Borrower