<PAGE>
                                              EXECUTION COPY


                                                           









                    PP&L RESOURCES, INC.



                       $300,000,000


                 REVOLVING CREDIT AGREEMENT



                       _________________



                 DATED AS OF May 30, 1996











                                                           


                     TABLE OF CONTENTS



                                                     Page

SECTION 1.  Amounts and Terms of Loans                1
     1.1  Commitments                                 1
     1.2  Notices of Borrowing                        1
     1.3  Disbursement of Funds                       2
     1.4  Repayment of Loans; Evidence of Debt        3
     1.5  Special Payment Provisions                  4
     1.6  Fees                                        5
     1.7  Reductions in Total Commitments             6
     1.8  Compensation                                6

SECTION 1A.  Letters of Credit.                       6

SECTION 2.  Interest                                 11
     2.1  Rates of Interest                          11
     2.2  Determination of Rate of Borrowing         12
     2.3  Interest Payment Dates                     13
     2.4  Conversions; Interest Periods              13
     2.5  Increased Costs, Illegality, Etc.          14

SECTION 3.  Payments                                 18
     3.1  Payments on Non-Business Days              18
     3.2  Voluntary Prepayments                      19
     3.3  Method and Place of Payment, Etc.          19
     3.4  Net Payments                               20

SECTION 4.  Conditions Precedent                     21
     4.1  Conditions to Effectiveness                21
     4.2  Conditions to Each Loan and Each Issuance of      
          Letter of Credit                           21

SECTION 5.  Covenants                                22
     5.1  Financial Statements                       23
     5.2  Mergers                                    24
     5.3  Ratings                                    24
     5.4  Indebtedness                               24
     5.5  Liens                                      24

SECTION 6.  Events of Default                        24
     6.1  Representations, Etc.                      24
     6.2  Principal and Interest                     25
     6.3  Defaults by Resources or PPLC Under 
              Other Agreements                       25
     6.4   Judgments                                 25
     6.5   Bankruptcy, Etc.                          25
     6.6   Other Covenants                           26

SECTION 7.  Representations and Warranties           27
     7.1   Corporate Status                          27
     7.2   Authority; No Conflict                    27
     7.3   Legality, Etc.                            27
     7.4   Financial Statements                      27
     7.5   Litigation                                28
     7.6   No Violation                              28
     7.7   ERISA                                     28
     7.8   Consents                                  28
     7.9   Subsidiaries                              29
     7.10  Investment Company Act                    29
     7.11  Public Utility Holding Company Act        29
     7.12  Tax Returns                               29

SECTION 8.  Agent                                    29
     8.1   Appointment                               29
     8.2   Nature of Duties                          30
     8.3   Rights, Exculpation, Etc.                 30
     8.4   Reliance                                  31
     8.5   Indemnification                           31
     8.6   The Agent, Individually                   32
     8.7   Resignation by the Agent                  32

SECTION 9.  Miscellaneous                            32
     9.1   Definitions                               32
     9.2   Accounting Principles                     42
     9.3   Exercise of Rights                        42
     9.4   Amendment and Waiver                      43
     9.5   Expenses; Indemnification                 43
     9.6   Successors and Assigns                    45
     9.7   Notices, Requests, Demands                48
     9.8   Survival of Representations and 
              Warranties                             48
     9.9   Governing Law                             48
     9.10  Counterparts                              49
     9.11  Effectiveness                             49
     9.12  Transfer of Office                        49
     9.13  Proration of Payments                     49
     9.14  Headings Descriptive                      50


EXHIBIT A - Opinion of Counsel


<PAGE>
	     REVOLVING CREDIT AGREEMENT, dated as of May 30, 
1996, among PP&L RESOURCES, INC., a Pennsylvania corporation 
("Resources"), the banks listed on Schedule I hereto (each a 
"Bank" and collectively the "Banks") and CHEMICAL BANK, as 
fronting bank (in such capacity, the "Fronting Bank"), as 
collateral agent (in such capacity, the "Collateral Agent") 
and as Agent for the Banks to the extent and in the manner 
provided in Sec. 8 below (in such capacity, the "Agent") 
(all capitalized terms used herein shall have the meaning 
specified therefor in Sec. 9.1 unless otherwise defined 
herein). 

                      W I T N E S S E T H :


	WHEREAS, subject to and upon the terms and conditions 
set forth herein, the Banks are willing to make available to 
Resources the credit facility herein provided;


	NOW, THEREFORE, it is agreed:

	SECTION 1.  Amounts and Terms of Loans.

	1.1  Commitments.  Subject to and upon the terms and 
conditions herein set forth, each Bank severally agrees, at 
any time and from time to time prior to the Expiry Date, to 
make a loan or loans (each a "Loan" and collectively for all 
Banks, the "Loans") to Resources, which Loans (i) shall at 
the option of Resources, be initially maintained as Base 
Rate Loans or Eurodollar Loans, provided that all the Loans 
made by all the Banks at any one Borrowing hereunder must be 
either all Base Rate Loans or all Eurodollar Loans, (ii) may 
be repaid and borrowed in accordance with the provisions 
hereof and (iii) shall not exceed in aggregate principal 
amount at any time outstanding the difference between such 
Bank's Commitment and the L/C Exposure of such Bank at such 
time.

	1.2  Notices of Borrowing.  Whenever Resources desires 
to make a Borrowing hereunder, it shall give the Agent at 
the Payment Office (i) no later than 12:00 Noon (New York 
time) at least three Business Days' prior written notice or 
telephonic notice (confirmed in writing) of each Eurodollar 
Loan to be made hereunder and (ii) no later than 10 A.M. 
(New York time) on the date of such Borrowing written notice 
or telephonic notice (confirmed in writing) of each Base 
Rate Loan to be made hereunder.  Each such notice (each a 
"Notice of Borrowing") shall specify the aggregate principal 
amount Resources desires to borrow hereunder, the date of 
Borrowing (which shall be a Business Day), the Type of Loans 
to be made pursuant to such Borrowing and the Interest 
Period to be applicable thereto.  The Agent shall promptly 
give each Bank telephonic notice (confirmed in writing) of 
the proposed Borrowing, of such Bank's proportionate share 
thereof and of the other matters covered by the Notice of 
Borrowing.  Each Borrowing shall be in an integral multiple 
of $500,000 and not less than $10,000,000 and shall be made 
from each Bank in the proportion which its respective 
Commitment bears to the Total Commitment except as otherwise 
specifically provided in Sec. 2.5.  The failure of any Bank 
to make any Loan required hereby shall not release any other 
Bank from its obligation to make Loans as provided herein.

	1.3  Disbursement of Funds.  (a) No later than 12:00 
Noon (New York time) (or, in the case of Base Rate Loans, 
2:00 P.M. (New York time)) on the date specified in each 
Notice of Borrowing each Bank will make available the amount 
of its pro rata portion of the Loans requested to be made on 
such date in U.S. dollars and in immediately available 
funds, to the Agent at the Payment Office.  The Agent will 
make available to Resources not later than 1:00 P.M. (New 
York time) (or, in the case of Base Rate Loans, 3:00 P.M. 
(New York time)) on such date at the Payment Office the 
aggregate of the amounts in immediately available funds made 
available by the Banks against delivery to the Agent at the 
Payment Office, or at such other office as the Agent may 
specify, of the documents and papers provided for herein.  
The Agent shall deliver the documents and papers received by 
it for the account of each Bank to such Bank or upon its 
order.  

	     (b) If the Fronting Bank shall not have received 
from Resources the payment required to be made by Resources 
pursuant to Sec. 1A(e) within the time specified in such 
Section, the Fronting Bank will promptly notify the Agent of 
the L/C Disbursement and the Agent will promptly notify each 
Bank of such L/C Disbursement and its Applicable Percentage 
thereof.  Not later than 2:00 P.M. (New York time) on such 
date (or, if such Bank shall have received such notice later 
than 12:00 Noon (New York time) on any day, no later than 
10:00 A.M. (New York time) on the immediately following 
Business Day), each Bank will make available the amount of 
its Applicable Percentage of such L/C Disbursement (it being 
understood that such amount shall be deemed to constitute a 
Base Rate Loan of such Bank and such payment shall be deemed 
to have reduced the L/C Exposure) in immediately available 
funds, to the Agent at the Payment Office, and the Agent 
will promptly pay to the Fronting Bank amounts so received 
by it from the Banks.  The Agent will promptly pay to the 
Fronting Bank any amounts received by it from Resources 
pursuant to Sec. 1A(e) prior to the time that any Bank makes 
any payment pursuant to this paragraph (b), and any such 
amounts received by the Agent thereafter will be promptly 
remitted by the Agent to the Banks that shall have made such 
payments and to the Fronting Bank, as their interests may 
appear.  If any Bank shall not have made its Applicable 
Percentage of such L/C Disbursement available to the Agent 
as provided above, such Bank agrees to pay interest on such 
amount, for each day from and including the date such amount 
is required to be paid in accordance with this paragraph to 
but excluding the date such amount is paid, to the Agent for 
the account of the Fronting Bank at, for the first such day, 
the Federal Funds Rate, and for each day thereafter, the 
Base Rate.

	1.4  Repayment of Loans; Evidence of Debt.  (a) The 
outstanding principal balance of each Loan shall be payable 
on the Expiry Date.  Each Loan shall bear interest from the 
date thereof on the outstanding principal balance thereof as 
set forth in Sec. 2.1.  Each Bank shall maintain in 
accordance with its usual practice an account or accounts 
evidencing the indebtedness to such Bank resulting from each 
Loan made by such Bank from time to time, including the 
amounts of principal and interest payable and paid to such 
Bank from time to time under this Agreement.  The Agent 
shall maintain the Register pursuant to Sec. 1.4(b), and a 
subaccount for each Bank, in which Register and subaccounts 
(taken together) shall be recorded (i) the amount of each 
Loan made hereunder, the Type of each Loan made and the 
Interest Period applicable thereto, (ii) the amount of any 
principal or interest due and payable or to become due and 
payable from Resources to each Bank hereunder and (iii) the 
amount of any sum received by the Agent hereunder from 
Resources and each Bank's share thereof.  The entries made 
in the Register and accounts maintained pursuant to this 
Sec. 1.4 shall be prima facie evidence of the existence and 
amounts of the obligations therein recorded; provided, 
however, that the failure of any Bank or the Agent to 
maintain such account, such Register or such subaccount, as 
applicable, or any error therein shall not in any manner 
affect the obligations of Resources to repay the Loans in 
accordance with their terms.

	     (b)  The Agent shall maintain at the Payment 
Office a register for the recordation of the names and 
addresses of the Banks, the Commitments of the Banks from 
time to time, and the principal amount of the Loans owing to 
each Bank from time to time (the "Register").  The entries 
in the Register shall be conclusive and binding for all 
purposes, absent manifest error.  The Register shall be 
available for inspection by Resources, the Agent or any Bank 
at any reasonable time and from time to time upon reasonable 
prior notice.

	1.5  Special Payment Provisions.  Unless the Agent 
shall have been notified by any Bank prior to any Borrowing 
Date that such Bank does not intend to make available to the 
Agent such Bank's portion of the Loans to be made on such 
date, the Agent may assume that such Bank has made such 
amount available to the Agent on such Borrowing Date and the 
Agent may, in reliance upon such assumption, make available 
to Resources a corresponding amount.  If such amount is not 
in fact made available to the Agent by such Bank, the Agent 
shall be entitled to recover such amount on demand from such 
Bank.  If such Bank does not pay such amount forthwith upon 
the Agent's demand therefor, the Agent shall promptly notify 
Resources and Resources shall pay such amount to the Agent. 
 The Agent shall also be entitled to recover from such Bank 
or Resources, as the case may be, interest on such amount in 
respect of each day from the date such amount was made 
available by the Agent to Resources to the date such amount 
is recovered by the Agent, at a rate per annum equal to (i) 
in the case of such Bank, the Federal Funds Rate and (ii) in 
the case of Resources, the applicable rate provided in 
Sec. 2.1 for the applicable Type of Loan.  Nothing herein 
shall be deemed to relieve any Bank from its obligation to 
fulfill its Commitment hereunder or to prejudice any rights 
which Resources may have against any Bank as a result of the 
failure of such Bank to perform its obligations hereunder.

	1.6  Fees.  (a) Resources agrees to pay to the Agent 
for pro rata distribution to each Bank a Facility Fee (the 
"Facility Fee"), for the period from the Closing Date until 
the Expiry Date (or such earlier date as the Total 
Commitment shall be terminated), on the average daily Total 
Commitment, computed at the Applicable Facility Fee 
Percentage per annum computed on the basis of the number of 
days actually elapsed over a year of 365 or 366 days and 
payable quarterly in arrears on the last day of each 
calendar quarter and on the Expiry Date (or such earlier 
date as the Total Commitment shall be terminated).

	     (b) Resources agrees to pay (i) to the Agent for 
pro rata distribution to each Bank a fee (an "L/C 
Participation Fee"), for the period from the Closing Date 
until the Expiry Date (or such earlier date as all Letters 
of Credit shall be canceled or expire and the Total 
Commitment shall be terminated), on the average daily L/C 
Exposure (excluding the portion thereof attributable to 
unreimbursed L/C Disbursements), at the rate per annum equal 
to the Applicable Eurodollar Margin from time to time in 
effect and payable quarterly in arrears on the last day of 
each calendar quarter and on the date on which the Total 
Commitment shall be terminated as provided herein and 
(ii) to the Fronting Bank a fee for the period from the 
Closing Date until the Expiry Date (or such earlier date as 
all Letters of Credit shall be canceled or expire and the 
Total Commitment shall be terminated), on the average daily 
L/C Exposure, at the rate of 0.10% per annum and payable 
quarterly in arrears on the last day of each calendar 
quarter and on the Expiry Date (or such earlier date as the 
Total Commitment shall be terminated as provided herein), 
plus, in connection with the issuance, amendment or transfer 
of any Letters of Credit or L/C Disbursement, the Fronting 
Bank's customary documentory and processing charges 
(collectively, the "Fronting Bank Fees").  All L/C 
Participation Fees and Fronting Bank Fees shall be computed 
on the basis of the number of days actually elapsed over a 
year of 365 or 366 days.

	1.7  Reductions in Total Commitments.  Resources shall 
have the right, upon at least 3 Business Days' prior written 
notice to the Agent at the Payment Office (which notice the 
Agent shall promptly transmit to each of the Banks), to re-
duce permanently the Total Commitment, in an aggregate 
amount equal to an integral multiple of $500,000 and not 
less than $10,000,000, or to terminate the unutilized 
portion of the Total Commitment, provided that (i) any such 
reduction or termination shall apply proportionately to the 
Commitments of the Banks and (ii) no such termination or 
reduction shall be made that would reduce the Total 
Commitments to an amount less than the sum  of the aggregate 
outstanding principal amount of Loans and the aggregate L/C 
Exposure.

	1.8  Compensation.  Resources shall compensate each 
Bank, upon such Bank's written request given promptly after 
learning of the same, for all losses, expenses and liabil-
ities (including, without limitation, any interest paid by 
such Bank to lenders of funds borrowed by it to make or 
carry its Eurodollar Loans and any loss sustained by such 
Bank in connection with the re-employment of such funds), 
which the Bank sustains:  (i) if for any reason  (other than 
a failure of such Bank to perform its obligations) a 
Borrowing of any Eurodollar Loan does not occur on a date 
specified therefor in a Notice of Borrowing or notice of 
conversion (whether or not withdrawn or cancelled pursuant 
to Sec. 2.5 or otherwise), (ii) if any repayment or 
conversion (pursuant to Sec. 2.5 or otherwise) of any of its 
Eurodollar Loans occurs on a date which is not the last day 
of the Interest Period applicable thereto, or (iii) without 
duplication of any amounts paid pursuant to Sec. 2 hereof, 
as a consequence of any other default by Resources to repay 
its Eurodollar Loans when required by the terms of this 
Agreement.  A certificate as to any amounts payable to any 
Bank under this Sec. 1.8 submitted to Resources by such Bank 
shall show the amount payable and the calculations used to 
determine such amount and shall, absent manifest error, be 
final, conclusive and binding upon all parties hereto.

	     SECTION 1A.  Letters of Credit. (a)  General.  
Resources may from time to time request the issuance of 
Letters of Credit for its own account (for obligations of 
Resources or any of its subsidiaries), denominated in 
dollars, in form reasonably acceptable to the Agent and the 
Fronting Bank, at any time and from time to time while the 
Commitments remain in effect.  This Section shall not be 
construed to impose an obligation upon the Fronting Bank to 
issue any Letter of Credit that is inconsistent with the 
terms and conditions of this Agreement.

	     (b)  Notice of Issuance, Amendment, Renewal, 
Extension; Certain Conditions.  In order to request the 
issuance of a Letter of Credit (or to amend, renew or extend 
an existing Letter of Credit), Resources shall hand deliver 
or telecopy to the Fronting Bank and the Agent (reasonably 
in advance of the requested date of issuance, amendment, 
renewal or extension) a notice requesting the issuance of a 
Letter of Credit, or identifying the Letter of Credit to be 
amended, renewed or extended, the date of issuance, 
amendment, renewal or extension, the date on which such 
Letter of Credit is to expire (which shall comply with 
paragraph (c) below), the amount of such Letter of Credit, 
the name and address of the beneficiary thereof and such 
other information as shall be necessary to prepare such 
Letter of Credit.  A Letter of Credit shall be issued, 
amended, renewed or extended only if, and upon issuance, 
amendment, renewal or extension of each Letter of Credit 
Resources shall be deemed to represent and warrant that, 
after giving effect to such issuance, amendment, renewal or 
extension (A) the L/C Exposure shall not exceed $5,000,000 
and (B) the Aggregate Credit Exposure shall not exceed the 
Total Commitment.

	     (c)  Expiration Date.  Each Letter of Credit shall 
expire at the close of business on the date that is five 
Business Days prior to the Expiry Date, unless such Letter 
of Credit expires by its terms on an earlier date.
	     (d)  Participations.  By the issuance of a Letter 
of Credit and without any further action on the part of the 
Fronting Bank or the Banks, the Fronting Bank hereby grants 
to each Bank, and each such Bank hereby acquires from the 
Fronting Bank, a participation in such Letter of Credit 
equal to such Bank's Applicable Percentage from time to time 
of the aggregate amount available to be drawn under such 
Letter of Credit, effective upon the issuance of such Letter 
of Credit.  In consideration and in furtherance of the 
foregoing, each Bank hereby absolutely and unconditionally 
agrees to pay to the Agent, for the account of the Fronting 
Bank, such Bank's proportionate share of each L/C 
Disbursement made by the Fronting Bank and not reimbursed by 
Resources forthwith on the date due as provided in 
Sec. 1.3(b).  Each Bank acknowledges and agrees that its 
obligation to acquire participations pursuant to this 
paragraph in respect of Letters of Credit is absolute and 
unconditional and shall not be affected by any circumstance 
whatsoever, including the occurrence and continuance of a 
Default or an Event of Default or the termination of the 
Commitments, and that each such payment shall be made 
without any offset, abatement, withholding or reduction 
whatsoever.

	     (e)  Reimbursement.  If the Fronting Bank shall 
make any L/C Disbursement in respect of a Letter of Credit, 
Resources shall pay to the Agent an amount equal to such L/C 
 Disbursement not later than two hours after Resources shall 
have received notice from the Fronting Bank that payment of 
such draft will be made, or, if Resources shall have 
received such notice later than 10:00 A.M. (New York time) 
on any Business Day, not later than 10:00 A.M. (New York 
time) on the immediately following Business Day.

	     (f)  Obligations Absolute.  Resources' obligations 
to reimburse L/C Disbursements as provided in paragraph (e) 
above shall be absolute, unconditional and irrevocable, and 
shall be performed strictly in accordance with the terms of 
this Agreement, under any and all circumstances whatsoever, 
and irrespective of:

	     (i) any lack of validity or enforceability of any 
Letter of Credit or any Loan Document, or any term or 
provision therein; 

	     (ii) any amendment or waiver of or any consent to 
departure from all or any of the provisions of any Letter of 
Credit or any Loan Document;

	     (iii) the existence of any claim, setoff, defense 
or other right that Resources, any other party guaranteeing, 
or otherwise obligated with, Resources or any subsidiary or 
other affiliate thereof or any other person may at any time 
have against the beneficiary under any Letter of Credit, the 
Fronting Bank, the Agent or any Bank or any other person, 
whether in connection with this Agreement, any other Loan 
Document or any other related or unrelated agreement or 
transaction;

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

	     (v) payment by the Fronting Bank under a Letter of 
Credit against presentation of a draft or other document 
that does not comply with the terms of such Letter of 
Credit; and

	     (vi) any other act or omission to act or delay of 
any kind of the Fronting Bank, the Banks, the Agent or any 
other person or any other event or circumstance whatsoever, 
whether or not similar to any of the foregoing, that might, 
but for the provisions of this Section, constitute a legal 
or equitable discharge of Resources' obligations hereunder.

	     Without limiting the generality of the foregoing, 
it is expressly understood and agreed that the absolute and 
unconditional obligation of Resources hereunder to reimburse 
L/C Disbursements will not be excused by the gross 
negligence or wilful misconduct of the Fronting Bank.  
However, the foregoing shall not be construed to excuse the 
Fronting Bank from liability to Resources to the extent of 
any direct damages (as opposed to consequential damages, 
claims in respect of which are hereby waived by Resources to 
the extent permitted by applicable law) suffered by 
Resources that are caused by the Fronting Bank's gross 
negligence or wilful misconduct in determining whether 
drafts and other documents presented under a Letter of 
Credit comply with the terms thereof; it is understood that 
the Fronting Bank 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 and, in making any payment under any Letter of 
Credit (i) the Fronting Bank's exclusive reliance on the 
documents presented to it under such Letter of Credit as to 
any and all matters set forth therein, including reliance on 
the amount of any draft presented under such Letter of 
Credit, whether or not the amount due to the beneficiary 
thereunder equals the amount of such draft and whether or 
not any document presented pursuant to such Letter of Credit 
proves to be insufficient in any respect, if such document 
on its face appears to be in order, and whether or not any 
other statement or any other document presented pursuant to 
such Letter of Credit proves to be forged or invalid or any 
statement therein proves to be inaccurate or untrue in any 
respect whatsoever and (ii) any noncompliance in any 
immaterial respect of the documents presented under such 
Letter of Credit with the terms thereof shall, in each case, 
be deemed not to constitute wilful misconduct or gross 
negligence of the Fronting Bank.

	     (g)  Disbursement Procedures.  The Fronting Bank 
shall, promptly following its receipt thereof, examine all 
documents purporting to represent a demand for payment under 
a Letter of Credit.  The Fronting Bank shall as promptly as 
possible give telephonic notification, confirmed by 
telecopy, to the Agent and Resources of such demand for 
payment and whether the Fronting Bank has made or will make 
an L/C Disbursement thereunder; provided that any failure to 
give or delay in giving such notice shall not relieve 
Resources of its obligation to reimburse the Fronting Bank 
and the Banks with respect to any such L/C Disbursement.  
The Agent shall promptly give each Bank notice thereof.

	     (h)  Interim Interest.  If the Fronting Bank shall 
make any L/C Disbursement in respect of a Letter of Credit, 
then, unless Resources shall reimburse such L/C Disbursement 
in full on the date thereof, the unpaid amount thereof shall 
bear interest for the account of the Fronting Bank, for each 
day from and including the date of such L/C Disbursement, to 
but excluding the earlier of the date of payment by 
Resources or the date on which interest shall commence to 
accrue on the Base Rate Loans resulting from such L/C 
Disbursement as provided in Sec. 1.3(b), at the rate per 
annum that would apply to such amount if such amount were a 
Base Rate Loan.

	     (i)  Cash Collateralization.  If any Event of 
Default shall occur and be continuing, Resources shall, on 
the Business Day it receives notice from the Agent or the 
Required Banks thereof and of the amount to be deposited, 
deposit in an account with the Collateral Agent, for the 
benefit of the Banks, an amount in cash equal to the L/C 
Exposure as of such date.  Such deposit shall be held by the 
Collateral Agent as collateral for the payment and 
performance of the obligations under this Agreement.  The 
Collateral Agent shall have exclusive dominion and control, 
including the exclusive right of withdrawal, over such 
account.  Such deposits shall not bear interest.  Moneys in 
such account shall automatically be applied by the Agent to 
reimburse the Fronting Bank for L/C Disbursements for which 
it has not been reimbursed, and any remaining amounts will 
either (i) be held for the satisfaction of the reimbursement 
obligations of Resources for the L/C Exposure at such time 
or (ii) if the maturity of the Loans has been accelerated, 
be applied to satisfy the obligations under this Agreement. 
 If Resources is required to provide an amount of cash 
collateral hereunder as a result of the occurrence of an 
Event of Default, such amount (to the extent not applied as 
aforesaid) shall be returned to Resources within three 
Business Days after all Events of Default have been cured or 
waived.

	     SECTION 2.  Interest.

	2.1  Rates of Interest.  (a)  Resources agrees to pay 
interest in respect of the unpaid principal amount of each  
 Base Rate Loan from the date the proceeds thereof are made 
  available to Resources until prepayment pursuant to Sec. 3 
or maturity (whether by acceleration or otherwise) at a rate 
per annum which shall be the Base Rate in effect from time 
to time.

	     (b)  Resources agrees to pay interest in respect 
of the unpaid principal amount of each Eurodollar Loan from 
the date the proceeds thereof are made available to 
Resources until prepayment pursuant to Sec. 3 or maturity 
(whether by acceleration or otherwise) at a rate per annum 
which shall be the relevant Quoted Rate plus the Applicable 
Eurodollar Margin.

	     (c)  Resources agrees to pay interest in respect 
of overdue principal of, and (to the extent permitted by 
law) overdue interest in respect of, each Loan, on demand, 
at a rate per annum which shall be 2% in excess of the Base 
Rate in effect from time to time.

	     (d)  Interest shall be computed on the actual 
number of days elapsed on the basis of a 360-day year; 
provided, however, that for any rate of interest determined 
by reference to the Prime Rate, interest shall be computed 
on the actual number of days elapsed on the basis of a year 
of 365 or 366 days.

		(e)  In computing interest on the Loans, the date 
of the making of a Loan shall be included and the date of 
payment shall be excluded, provided, however, that if a Loan 
is repaid on the same day on which it is made, such day 
shall nevertheless be included in computing interest 
thereon.

	2.2  Determination of Rate of Borrowing.  As soon as 
practicable after 10:00 A.M. (New York time) on the second 
Business Day prior to the commencement of the Interest 
Period with respect to Eurodollar Loans, the Agent shall 
determine (which determination, absent manifest error, shall 
be final, conclusive and binding upon all parties) the rate 
of interest which shall be applicable to the Eurodollar 
Loans for the Interest Period applicable thereto and shall 
promptly give notice thereof (in writing or by telephone, 
confirmed in writing) to Resources and the Banks.  In the 
event that there is no applicable rate for the Eurodollar 
Loans:  (i) the Agent shall promptly give notice thereof (in 
writing or by telephone, confirmed in writing) to Resources 
and the Banks and (ii) such Loans shall be deemed to have 
been requested to be made as Base Rate Loans and (iii) the 
rate applicable to such Loans shall be the Base Rate in 
effect from time to time.

	2.3  Interest Payment Dates.  Accrued interest shall be 
payable (i) in respect of each Eurodollar Loan, at the end 
of the Interest Period relating thereto and in respect of 
each Loan with an Interest Period of longer than 3 months, 
on each 3-month anniversary of the first day of such 
Interest Period, (ii) in respect of each Base Rate Loan, at 
the end of each Interest Period relating thereto and (iii) 
in respect of each Loan, on any prepayment (on the amount 
prepaid), at maturity (whether by acceleration or otherwise) 
and, after maturity, on demand.

	2.4  Conversions; Interest Periods.  (a) Resources 
shall have the option to convert on any Business Day, all or 
a portion at least equal to $10,000,000 of the outstanding 
principal amount of the Loans made pursuant to one or more 
Borrowings of one Type of Loans into a Borrowing or 
Borrowings of another Type of Loan, provided that (i) except 
as provided in Sec.2.5(b), Eurodollar Loans may be converted 
into Base Rate Loans only on the last day of an Interest 
Period applicable thereto and no partial conversion of a 
Borrowing of Eurodollar Loans shall reduce the outstanding 
principal amount of the Loans pursuant to such Borrowing to 
less than $10,000,000 and (ii) Loans may only be converted 
into Eurodollar Loans if no Default or Event of Default is 
in existence on the date of the conversion.  Each such 
conversion shall be effected by Resources by giving the 
Agent at its Payment Office, prior to 12:00 Noon (New York 
time), at least three Business Days (or by 12:00 Noon on the 
same Business Day in the case of a conversion into Base Rate 
Loans) prior written notice (or telephonic notice promptly 
confirmed in writing) (each a "Notice of Conversion") spec-
ifying the Loans to be so converted, the Borrowing or 
Borrowings pursuant to which such Loans were made, the Type 
of Loans to be converted into and, if to be converted into a 
Borrowing of Eurodollar Loans, the Interest Period to be 
initially applicable thereto.  The Agent shall give each 
Bank prompt notice of any such proposed conversion affecting 
any of its Loans.

	     (b)  At the time Resources gives a Notice of 
Borrowing or Notice of Conversion in respect of the making 
of, or conversion into, a Borrowing of Eurodollar Loans (in 
the case of the initial Interest Period applicable thereto) 
or prior to 12:00 Noon (New York time) on the third Business 
Day prior to the expiration of an Interest Period applicable 
to a Borrowing of Eurodollar Loans (in the case of any 
subsequent Interest Period), Resources shall have the right 
to elect, by giving the Agent written notice (or telephonic 
notice promptly confirmed in writing), the Interest Period 
applicable to such Borrowing, which Interest Period shall, 
at the option of Resources, be a one, two, three or six 
month period or, subject to availability on the part of each 
Bank, such shorter period as ends on the Expiry Date.  
Notwithstanding anything to the contrary contained above:

	     (i)  the initial Interest Period for any Borrowing 
of Eurodollar Loans shall commence on the date of such 
Borrowing (including the date of any conversion from a 
Borrowing of Base Rate Loans) and each Interest Period 
occurring thereafter in respect of such Borrowing shall 
commence on the day on which the next preceding Interest 
Period expires;

	     (ii)  if any Interest Period applicable to a 
Borrowing of Eurodollar Loans begins on a day for which 
there is no numerically corresponding day in the calendar 
month at the end of such Interest Period, such Interest 
Period shall end on the last Business Day of such calendar 
month;

	     (iii)  no Interest Period in respect of any 
Borrowing of Loans shall extend beyond the Expiry Date; and

	     (iv)  all Eurodollar Loans comprising a Borrowing 
shall at all times have the same Interest Period.

If upon the expiration of any Interest Period, Resources has 
failed to elect a new Interest Period to be applicable to 
the respective Borrowing of Eurodollar Loans as provided 
above or is unable to elect a new Interest Period as a 
result of Sec. 2.4(a)(ii) above, Resources shall be deemed 
to have elected to convert such Borrowing into a Borrowing 
of Base Rate Loans effective as of the expiration date of 
such current Interest Period.

	2.5  Increased Costs, Illegality, Etc.  (a)  In the 
event that any Bank (including the Agent and the Fronting 
Bank) shall have reasonably determined (which determination 
shall be final and conclusive and binding upon all parties 
but, with respect to the following clauses (i), (ii) and 
(iii), shall be made only after consultation with Resources 
and the Agent on the date of such determination) that:

	     (i)  on any date for determining the Quoted Rate 
for any Interest Period, by reason of any change after the 
date hereof affecting the interbank Eurodollar market or 
affecting the position of the Agent in such market, adequate 
and fair means do not exist for ascertaining the applicable 
interest rate by reference to the Quoted Rate; or

	     (ii)  at any time, by reason of (y) any change 
after the date hereof in any applicable law or governmental 
rule, regulation or order (or any interpretation thereof by 
a governmental authority or otherwise (provided that, in the 
case of an interpretation not by a governmental authority, 
such interpretation shall be made in good faith and shall 
have a reasonable basis) and including the introduction of 
any new law or governmental rule, regulation or order), to 
the extent not provided for in clause (iii) below, or (z) in 
the case of Eurodollar Loans, other circumstances affecting 
such Bank or the interbank Eurodollar market or the position 
of such Bank in such market, the Quoted Rate shall not 
represent the effective pricing to such Bank for funding or 
maintaining the affected Eurodollar Loan; or

	     (iii)  at any time, by reason of the requirements 
of Regulation D or other official reserve requirements, the 
Quoted Rate shall not represent the effective pricing to 
such Bank for  funding or maintaining the affected 
Eurodollar Loan; or

	     (iv)  at any time, that the making or continuance 
of any Eurodollar Loan or the issuance of any Letter of 
Credit has become unlawful by compliance by such Bank or by 
the Fronting Bank in good faith with any law, governmental 
rule, regulation, guideline or order, or would cause severe 
hardship to such Bank or to the Fronting Bank as a result of 
a contingency occurring after the date hereof which 
materially and adversely affects the interbank Eurodollar 
market; 

then, and in any such event, the Bank so affected shall on 
such date of determination give notice (by telephone con-
firmed in writing) to Resources and (except with respect to 
clause (iii) of this Sec. 2.5(a)) to the Agent (who shall 
give similar notice to each Bank) of such determination.  
Thereafter, (x) in the case of clause (i), (ii) or (iii) 
above, Resources shall pay to such Bank, upon written demand 
therefor, such additional amounts deemed in good faith by 
such Bank to be material (in the form of an increased rate 
of, or a different method of calculating, interest or 
otherwise as such Bank in its discretion shall determine) as 
shall be required to cause such Bank to receive interest 
with respect to its affected Eurodollar Loan at a rate per 
annum equal to the then Applicable Eurodollar Margin in 
excess of the effective pricing to such Bank to make or 
maintain such Eurodollar Loan and (y) in the case of clause 
(iv), Resources shall take one of the actions specified in 
Sec. 2.5(b) as promptly as possible and, in any event, 
within the time period required by law.  A certificate as to 
additional amounts owed any such Bank, showing in reasonable 
detail the basis for the calculation thereof, submitted to 
Resources and (except with respect to clause (iii) of this 
Sec. 2.5(a)) the Agent by such Bank shall, absent manifest 
error, be final, conclusive and binding upon all of the 
parties hereto.

	     (b)  At any time that any of its Loans are 
affected by the circumstances described in Sec. 2.5(a) 
(other than clause (iii) thereof) Resources may (i) if the 
affected Eurodollar Loan is then being made pursuant to a 
Borrowing, cancel said Borrowing by giving the Agent notice 
thereof by telephone (confirmed in writing) on the same date 
that Resources was notified by the affected Bank pursuant to 
Sec. 2.5(a) or (ii) if the affected Eurodollar Loan is then 
outstanding, upon at least 3 Business Days' written notice 
to the Bank, require the Bank to convert such Eurodollar 
Loan into a Base Rate Loan; provided that if more than one 
Bank is affected at any time, then all affected Banks must 
be treated in the same manner pursuant to this Sec. 2.5(b).

	     (c)  In the event that Resources shall be paying 
additional amounts to a Bank pursuant to Sec. 2.5(a)(i) or 
(ii) or Sec. 2.5(d) (and, in the case of Sec. 2.5(d), such 
Bank has not eliminated the increased costs by designating a 
new Applicable Lending Office) or is unable to incur a 
Eurodollar Loan from such Bank because of the existence of a 
condition described in Sec. 2.5(a)(iv) (any such Bank, an 
"Affected Bank") covering a period of 90 consecutive days, 
Resources, the Agent and the Affected Bank shall consult 
with a view towards (but being under no obligation to) 
amending this Agreement, with the consent of the Banks other 
than the Affected Bank (the "Unaffected Banks") which, at 
such time, have outstanding two-thirds of the aggregate 
principal amount of the Loans outstanding hereunder (exclu-
sive of the aggregate principal amount of the Loans out-
standing of the Affected Bank), to provide for (i) the term-
ination of the Affected Bank's Commitment, provided that 
such termination is accompanied by payment in full of the 
outstanding amount of all Loans of the Affected Bank, 
interest accrued on such amount to the date of payment and 
all other liabilities and obligations of Resources hereunder 
(including, without limitation, amounts payable pursuant to 
Sec. 1.8, Sec. 2.5(a) or Sec. 2.5(d)), and (ii) the 
substitution of another bank for the Affected Bank and/or 
the increase, pro rata or otherwise, of the Commitments of 
the Unaffected Banks or otherwise, so that the Total 
Commitment remains the amount which would be applicable in 
the absence of the occurrence of clause (i) of this 
Sec. 2.5(c); provided that no Commitment of any Unaffected 
Bank may be changed without the consent of such Bank.

	     (d)  If any Bank reasonably determines at any time 
that any applicable law or governmental rule, regulation, 
order or request (whether or not having the force of law) 
concerning capital adequacy, or any change in interpretation 
or administration thereof by any governmental authority, 
central bank or comparable agency, will have the effect of 
increasing the amount of capital required or expected to be 
maintained by such Bank based on the existence of such 
Bank's Commitment hereunder or its obligations hereunder or 
under any Letter of Credit, then promptly upon receipt of a 
written demand from such Bank meeting the requirements of 
this Sec. 2.5(d), Resources shall pay such Bank such addi-
tional amounts as shall be required to compensate such Bank 
for the increased cost to such Bank as a result of such 
increase in capital for the first Compensation Period (as 
defined below).  After the initial written demand for 
payment in respect of this Sec. 2.5(d) is delivered to 
Resources by such Bank, written demand for payment may be 
submitted for each Compensation Period thereafter that this 
Agreement remains in effect as to such Bank.  Each such 
written demand shall (i) specify (a) the event pursuant to 
which such Bank is entitled to claim the additional amount, 
(b) the date on which the event occurred and became 
applicable to the Bank and (c) the Compensation Period for 
which the amount is due and (ii) set out in reasonable 
detail the basis and computation of such additional amount. 
 The period for which the additional amounts may be claimed 
by such Bank (the "Compensation Period") shall be the lesser 
of (x) the number of days actually elapsed since the date 
the event occurred and became applicable to such Bank or (y) 
90 days.  Payments made by Resources to any Bank in respect 
of this Sec. 2.5(d) shall be made on the last day of the 
Compensation Period specified in each written demand with a 
final payment to be made on the date of termination of this 
Agreement as to such Bank.  Provided that each Bank acts 
reasonably and in good faith and uses averaging and 
attribution methods which are reasonable in determining any 
additional amounts due under this Sec. 2.5(d), such Bank's 
determination of compensation owing under this Sec. 2.5(d) 
shall, absent manifest error, be final and conclusive and 
binding on all the parties hereto.  No Bank shall be 
entitled to compensation under this Sec. 2.5(d) for any 
costs incurred with respect to any date unless it shall have 
notified Resources that it will demand compensation for such 
costs not more than 60 days after the later of (i) such date 
and (ii) the date on which it shall have become aware of 
such costs.

	     (e)  Each Bank agrees that, upon the occurrence of 
any event giving rise to the operation of Sec. 2.5(d) with 
respect to such Bank, such Bank shall, if requested by 
Resources, designate another Applicable Lending Office for 
any Loans affected by such event with the objective of 
eliminating, avoiding or mitigating the consequence of the 
event giving rise to the operation of such section; provided 
that such Bank and its Applicable Lending Office shall not, 
in the sole judgment of such Bank, suffer any economic, 
legal or regulatory disadvantage.  Nothing in this Sec. 
2.5(e) shall affect or postpone any of the obligations of 
Resources or the right of any Bank provided in Sec. 2.5(d).

	     SECTION 3.  Payments.

	3.1  Payments on Non-Business Days.  Whenever any  
payment to be made hereunder shall be stated to be due on a 
day which is not a Business Day, the due date thereof shall 
be extended to the next succeeding Business Day and, if a 
payment of principal has been so extended, interest shall be 
payable on such principal at the applicable rate during such 
extension.

	3.2  Voluntary Prepayments.  Resources shall have the 
right to prepay the Loans in whole or in part, without 
premium or penalty, from time to time pursuant to this 
Sec. 3.2 on the following terms and conditions:  (i) 
Resources shall give the Agent at the Payment Office at 
least 3 Business Days' prior written notice or telephonic 
notice (confirmed in writing) of its intent to prepay such 
Loans, which notice shall specify the amount of such 
prepayment and the specific Borrowing to be prepaid, which 
notice the Agent shall promptly transmit to each of the 
Banks; (ii) each prepayment shall be in an integral multiple 
of $500,000 and not less than $10,000,000 (or, if less, the 
amount then remaining outstanding in respect of the 
Borrowing being prepaid); (iii) each prepayment in respect 
of Loans made pursuant to one Borrowing shall be applied pro 
rata among the Banks on the basis of such Loans, except as 
otherwise provided in Sec. 2.5; (iv) at the time of any 
prepayment, Resources shall pay all interest accrued on the 
principal amount of said prepayment and, if Resources 
prepays any Eurodollar Loan on any day other than the last 
day of an Interest Period applicable thereto, Resources 
shall compensate the Banks for losses sustained as a result 
of such prepayment to the extent and as provided in 
Sec. 1.8.

	3.3  Method and Place of Payment, Etc.  Except as 
expressly provided herein, all payments under this Agreement 
shall be made to the Agent for the ratable account of the 
Banks not later than Noon (New York time) on the date when 
due and shall be made in freely transferable U.S. dollars 
and in immediately available funds at the Payment Office (if 
such payment is made in respect of principal of or interest 
on any Eurodollar Loan, for the account of such non-U.S. 
office of the Agent as the Agent may from time to time 
direct).  Unless the Agent shall have been notified by 
Resources prior to the date on which any payment to be made 
by Resources hereunder is due that Resources does not intend 
to remit such payment, the Agent may, at its discretion, 
assume that Resources has remitted such payment when so due 
and the Agent may, at its discretion and in reliance upon 
such assumption, make available to each Bank (for the 
account of its applicable lending office) on such payment 
date an amount equal to such Bank's share of such assumed 
payment.  If Resources has not in fact remitted such payment 
to the Agent, each Bank shall forthwith on demand repay to 
the Agent the amount of such assumed payment made available 
to such Bank together with interest thereon in respect of 
each day from and including the date such amount was made 
available by the Agent to such Bank to the date such amount 
is repaid to the Agent at a rate per annum equal to the 
Federal Funds Rate.  On the commencement date of each 
Interest Period and on each date occurring two Business Days 
prior to an Interest Payment Date, the Agent shall notify 
Resources of the amount of interest and/or fees due at the 
end of such Interest Period or on such Interest Payment Date 
(assuming, in the case of Base Rate Loans, that there is no 
change in the rate of the applicable Base Rate Loan); 
provided, however, that failure to so notify Resources shall 
not affect Resources's obligation to make any such payments.

	3.4  Net Payments.  All payments under this Agreement 
shall be made without set-off or counterclaim and in such 
amounts as may be necessary in order that all such payments 
of principal and interest in connection with Loans (after 
deduction or withholding for or on account of (i) any 
present or future taxes, levies, imposts, duties or other 
charges of whatsoever nature imposed by any government or 
any political subdivision or taxing authority thereof, other 
than any tax (except such taxes referred to in clause (ii) 
below) on or measured by the net income of a Bank pursuant 
to the income tax laws of the jurisdiction where such Bank's 
principal or lending office is located or in which such Bank 
maintains a place of business (collectively the "Taxes") and 
(ii) deduction of an amount equal to any taxes on or 
measured by the net income payable by any such Bank with 
respect to the amount by which the payments required to be 
made by this Sec. 3.4 exceed the amount otherwise specified 
to be paid under this Agreement) shall not be less than the 
amounts otherwise specified to be paid under this Agreement. 
 A certificate as to any additional amounts payable to any 
Bank under this Sec. 3.4 submitted to Resources by such Bank 
shall show in reasonable detail the amount payable and the 
calculations used to  determine such amount and shall, 
absent manifest error, be final, conclusive and binding upon 
all parties hereto.  With respect to each deduction or 
withholding for or on account of any Taxes, Resources shall 
promptly furnish to each Bank such certificates, receipts 
and other documents as may be required (in the judgment of 
such Bank) to establish any tax credit to which such Bank 
may be entitled.

	     SECTION 4.  Conditions Precedent.

	4.1  Conditions to Effectiveness.  On the Closing Date:

	     (a)  Opinion of Counsel for Resources.  The Agent 
shall have received from the General Counsel of Resources or 
Senior Counsel for PPLC a favorable opinion, in sufficient 
copies for each of the Banks and the Fronting Bank and dated 
the Closing Date (which the Agent will forward to the Banks 
and the Fronting Bank), substantially in the form of Exhibit 
A hereto.

	     (b)  Opinion of Counsel for the Agent.  The Agent 
shall have received in sufficient counterparts for each of 
the Banks and the Fronting Bank and dated the Closing Date 
(which the Agent will forward to the Banks and the Fronting 
Bank), an opinion of Cravath, Swaine & Moore, special 
counsel for the Agent, addressed to the Agent, the Fronting 
Bank and the Banks, with respect to the enforceability of 
this Agreement against Resources.

	     (c)  Documentation and Proceedings.  All corporate 
and legal proceedings and all instruments in connection with 
the transactions contemplated by this Agreement (including 
resolutions of the Board of Directors of Resources and 
certificates as to the incumbency of the officers signing 
this Agreement or any certificate delivered in connection 
herewith) shall be satisfactory in form and substance to the 
Agent, and the Agent shall have received all information and 
copies of all documents that it has requested, such 
documents where appropriate to be certified by proper 
corporate or governmental authorities.

	     (d)  Agreement.  The Agent shall have received 
from each of the Banks, the Fronting Bank and Resources a 
duly executed and delivered counterpart hereof.

	     (e)  The conditions set forth in Sec. 4.2 (other 
than Sec. 4.2(c)) shall have been satisfied.

	4.2  Conditions to Each Loan and Each Issuance of a 
Letter of Credit.  The obligation of each Bank to make each 
Loan (excluding any conversions of one Type of Loan to 
another Type pursuant to Sec. 2.5(b)) and of the Fronting 
Bank to issue each Letter of Credit to Resources hereunder 
is subject, at the time of the making of each such Loan and 
the issuance of each such Letter of Credit (except as 
hereinafter indicated), to the satisfaction of the following 
conditions, with the making of each such Loan and the 
issuance of each such Letter of Credit constituting a 
representation and warranty by Resources that the conditions 
specified in Sections 4.2(a) and (b) below are then 
satisfied:

	     (a)  No Default.  At the time of the making of 
each such Loan and the issuance of each such Letter of 
Credit and after giving effect thereto, there shall exist no 
Default or Event of Default.

	     (b)  Representations and Warranties.  At the time 
of the making of each such Loan and the issuance of each 
such Letter of Credit and after giving effect thereto, all 
representations and warranties contained in Sec. 7 hereof 
shall be true and correct with the same force and effect as 
though such representations and warranties had been made as 
of such time.

	     (c)  Notice of Borrowing.  The Agent shall have 
received Notice of Borrowing as required by Sec. 1.2 or, in 
the case of the issuance of a Letter of Credit, the Fronting 
Bank and the Agent shall have received a notice requesting 
the issuance of such Letter of Credit as required by 
Sec. 1A(b).

	     (d)  No Adverse Change.  Since December 31, 1995, 
there shall have been no change in the business, assets, 
financial condition or operations of Resources and its 
Subsidiaries taken as a whole which materially and adversely 
affects the ability of Resources to perform any of its 
obligations hereunder.


	     SECTION 5.  Covenants.

	     While this Agreement is in effect and until the 
Total Commitment has been terminated, all obligations 
hereunder and under the Notes shall have been paid in full 
and all Letters of Credit have been canceled or have expired 
and all amounts drawn thereunder have been reimbursed in 
full, Resources agrees that:

	5.1  Financial Statements.  It will furnish to each 
Bank:

	     (a)  within 120 days after the end of each of its 
fiscal years (i) an auditors' report, including a balance 
sheet as at the close of such fiscal year and statements of 
income, shareowners' common equity and cash flows for such 
year for Resources and its consolidated Subsidiaries 
prepared in conformity with GAAP, with an opinion expressed 
by Price Waterhouse LLP or other independent auditors of 
recognized standing selected by Resources and (ii) a balance 
sheet as at the close of such fiscal year and statements of 
income, shareholders common equity and cash flows for such 
year for Resources;

	     (b)  within 60 days after the end of each of the 
first three quarters in each of Resources's fiscal years, a 
balance sheet as at the close of such quarterly period and 
statements of income, shareowners' common equity and cash 
flows for such quarterly period for (i) Resources and 
(ii) Resources and its consolidated Subsidiaries, in the 
case of the statements for Resources and its consolidated 
Subsidiaries, prepared in conformity with GAAP;

	     (c)  within 120 days after the end of each of its 
fiscal years, a copy of each of Resources's and PPLC's Form 
10-K Report to the Securities and Exchange Commission 
("SEC") and within 60 days after the end of each of the 
first three quarters in each of Resources's fiscal years, a 
copy of each of Resources's and PPLC's Form 10-Q Report to 
the SEC;

	     (d)  from time to time, with reasonable 
promptness, such further information regarding Resources's 
business, affairs and financial condition as such Bank and 
the Fronting Bank may reasonably request; and

	     (e)  upon acquiring knowledge of the existence of 
a Default or Event of Default, Resources will promptly 
deliver to each Bank and the Fronting Bank a certificate of 
a financial officer of Resources specifying:  (i) the nature 
of such Default or Event of Default, (ii) the period of the 
existence thereof, and (iii) the actions that Resources 
proposes to take with respect thereto.

	     The financial statements required to be furnished 
pursuant to clauses (a) and (b) above, shall be accompanied 
by a certificate of a principal financial officer of 
Resources to the effect that no Default or Event of Default 
has occurred and is continuing.

	5.2  Mergers.  It will not merge or consolidate (other 
than a merger or consolidation under which Resources is the 
surviving corporation) with any Person.  It will not sell, 
transfer or otherwise dispose of any common stock of PPLC or 
stock convertible into common stock of PPLC or of all or 
substantially all of its other assets, except in the case of 
such other assets, in the ordinary course of its business.

	5.3  Ratings.  It will use its best efforts to promptly 
notify the Banks upon obtaining knowledge of any change in, 
or cessation of, ratings of PPLC's First Mortgage Bonds by 
Moody's or S&P.

	5.4  Indebtedness.  It will not incur, create or suffer 
to exist any Indebtedness if, after giving effect thereto, 
the aggregate amount of Indebtedness of Resources (including 
any Indebtedness outstanding hereunder) would exceed 
$1,000,000,000 at any time outstanding.

	5.5  Liens.  It will not create, incur, or suffer to 
exist any Lien in or on the common stock of PPLC or on stock 
convertible into the common stock of PPLC (in either case, 
now or hereafter acquired) other than Permitted Liens.

	     SECTION 6.  Events of Default.

	     Upon the occurrence of any of the following events 
(each an "Event of Default"):

	6.1  Representations, Etc.  Any certificate furnished 
by Resources to the Banks and the Fronting Bank pursuant 
hereto shall prove to have been incorrect in any material 
respect or any of the representations and warranties made by 
Resources herein or in connection herewith shall prove to 
have been incorrect in any material respect when made; or

	6.2  Principal and Interest.  Resources shall fail to 
make any payment of principal or interest on any Loan or any 
other payment payable by Resources hereunder (including the 
reimbursement of any L/C Disbursement) within 10 days of the 
due date thereof; or

	6.3  Defaults by Resources or PPLC Under Other 
Agreements.  Resources or PPLC  shall (i) fail to pay any 
principal or interest, regardless of amount, due in respect 
of any Indebtedness in a principal amount in excess of 
$50,000,000 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 Indebtedness 
in a principal amount in excess $50,000,000 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 Indebtedness or a 
trustee on its or their behalf to cause, such Indebtedness 
to become due prior to its stated maturity; or

	6.4  Judgments.  Resources or PPLC shall fail within 
60 days to pay, bond or otherwise discharge any judgment or 
order for the payment of money in excess of $25,000,000 that 
is not stayed on appeal or otherwise being appropriately 
contested in good faith; or

	6.5  Bankruptcy, Etc.  Resources shall commence a vol-
untary case concerning itself under Title 11 of the United 
States Code entitled "Bankruptcy" as now or hereafter in 
effect or any successor thereto (the "Bankruptcy Code"); or 
an involuntary case is commenced against Resources or such 
case is controverted but is not dismissed within 60 days 
after the commencement of the case; or Resources is not 
generally paying its debts as they become due; or a 
custodian (as defined in the Bankruptcy Code) is appointed 
for, or takes charge of, all or substantially all of the 
property of Resources or Resources commences any other 
proceeding under any  reorganization, arrangement, 
readjustment of debt, relief of debtors, dissolution, insol-
vency or liquidation or similar law of any jurisdiction whe-
ther now or hereafter in effect relating to Resources or 
there is commenced against Resources any such proceeding 
which remains undismissed for a period of 60 days or 
Resources is adjudicated insolvent or bankrupt; or Resources 
fails to controvert in a timely manner any such case under 
the Bankruptcy Code or any such proceeding, or any order of 
relief or other order approving any such case or proceeding 
is entered; or Resources by any act or failure to act 
indicates its consent to, approval of or acquiescence in any 
such case or proceeding or in the appointment of any 
custodian or the like for it or any substantial part of its 
property or suffers any such appointment to continue 
undischarged or unstayed for a period of 60 days; or 
Resources makes a general assignment for the benefit of 
creditors; or any corporate action is taken by Resources for 
the purpose of effecting any of the foregoing; or

	6.6  Other Covenants.  Resources shall fail to perform 
or observe any other term, covenant or agreement contained 
in this Agreement on its part to be performed or observed 
and any such failure shall remain unremedied for a period of 
30 days after written notice thereof shall have been 
received by Resources from the Agent or the Required Banks;

then, and in any such event, and at any time thereafter, if 
any Event of Default shall then be continuing, either or 
both of the following actions may be taken:  (i) the Agent, 
at the direction of the Required Banks, shall by written 
notice to Resources, declare the principal of and accrued 
interest in respect of all of the outstanding Loans to be, 
whereupon the same and all other amounts due hereunder shall 
become, forthwith due and payable without presentment, 
demand, protest or other notice of any kind, all of which 
are hereby expressly waived by Resources, anything contained 
herein to the contrary notwithstanding, and (ii) the Agent, 
at the direction of the Required Banks, shall by written 
notice to Resources, declare the Total Commitment 
terminated, whereupon the Commitment of each Bank and the 
obligation of each Bank to make its Loans hereunder shall 
terminate immediately and any accrued Facility Fee shall 
forthwith become due and payable without any other notice of 
any kind; provided that if an Event of Default described in 
Sec. 6.5 shall occur, the  result which would otherwise 
occur only upon the giving of written notice by the Agent to 
Resources as specified in clauses (i) and (ii) above shall 
occur automatically without the giving of any such notice 
and without any instruction by the Required Banks to give 
such notice.

	     SECTION 7.  Representations and Warranties.

		In order to induce the Banks and the Fronting Bank 
to enter into this Agreement and to make the Loans and issue 
the Letters of Credit provided for herein, Resources makes 
the following representations and warranties to the Banks 
and the Fronting Bank:

	7.1  Corporate Status.  Resources is duly incorporated, 
validly existing and in good standing under the laws of the 
Commonwealth of Pennsylvania, and has the corporate power to 
make and perform this Agreement and to borrow hereunder.

	7.2  Authority; No Conflict.  The making and 
performance by Resources of this Agreement have been duly 
authorized by all necessary corporate action and do not and 
will not violate any provision of law or regulation, or any 
decree, order, writ or judgment, or any provision of its 
charter or by-laws, or result in the breach of or constitute 
a default under any indenture or other agreement or 
instrument to which it is a party.

	7.3  Legality, Etc.  This Agreement constitutes the 
legal, valid and binding obligation of Resources enforceable 
in accordance with its terms except to the extent limited by 
bankruptcy, insolvency or reorganization laws or by other 
laws relating to or affecting the enforceability of credi-
tors' rights generally and by general equitable principles 
which may limit the right to obtain equitable remedies.

	7.4  Financial Statements.  The financial statements of 
(i) Resources and (ii) Resources and its consolidated 
Subsidiaries for the year ended as at December 31, 1995, 
furnished to the Banks, fairly present the financial 
position of Resources and Resources and its consolidated 
Subsidiaries, as the case may be, at December 31, 1995 and 
the results of their operations for the year then ended and, 
in the case of the statements for Resources and its 
consolidated Subsidiaries, were prepared in accordance with 
GAAP.  Since that date there has been no adverse change in 
the business, assets, financial condition or operations of 
Resources which would materially and adversely affect the 
ability of Resources to perform any of its obligations 
hereunder.

	7.5  Litigation.  Except as disclosed in or contem-
plated by Resources's Form 10-K Report to the SEC for the 
year ended December 31, 1995, furnished to the Banks, no 
litigation, arbitration or administrative proceeding is 
pending or, to the knowledge of Resources, threatened, 
which, if determined adversely to Resources, would 
materially and adversely affect the ability of Resources to 
perform any of its obligations under this Agreement.  There 
is no litigation, arbitration or administrative  proceeding 
pending or, to the knowledge of Resources, threatened which 
questions the validity of this Agreement.

	7.6  No Violation.  No part of the proceeds of the 
borrowings under this Agreement or of any Letter of Credit 
will be used, directly or indirectly, by Resources 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 
Regulations G, U or X of said Board of Governors.  Resources 
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."

	7.7  ERISA.  There have not been any "reportable 
events," as that term is defined in Section 4043 of the 
Employee Retirement Income Security Act of 1974, as amended, 
which would result in a material liability to Resources.

	7.8  Consents.  No authorization, consent or approval 
from governmental bodies or regulatory authorities is 
required for the making and performance of this Agreement by 
Resources, except such authorizations, consents and 
approvals as have been obtained prior to the making of any 
Loans and are in full force and effect at the time of the 
making of each Loan.

	7.9  Subsidiaries.  The assets of all Subsidiaries of 
PPLC do not comprise in the aggregate more than 20% of the 
total consolidated assets of PPLC.

	7.10  Investment Company Act.  Neither Resources nor 
any Subsidiary thereof is an "investment company" that is 
required to be registered under the Investment Company Act 
of 1940, as amended, in order not to be subject to the 
prohibitions of Section 7 of such Act.

	7.11  Public Utility Holding Company Act.  Resources is 
a "holding company" within the meaning of the Public Utility 
Holding Company Act of 1935, as amended, but is exempt from 
such Act (except for the provisions of Section 9(a)(2) 
thereof) by virtue of an  order of the SEC pursuant to 
Section 3(a)(1) thereof.

	7.12  Tax Returns.  Resources has filed or caused to be 
filed all Federal, state, local and foreign tax returns or 
materials required to have been filed by it and has paid or 
caused to be paid all taxes due and payable by it and all 
assessments received by it, except taxes that are being 
contested in good faith by appropriate proceedings and for 
which Resources shall have set aside on its books 
appropriate reserves with respect thereto in accordance with 
GAAP.

	     SECTION 8.  Agent.

	8.1  Appointment.  The Banks hereby appoint Chemical 
Bank as Agent (such term to include Agent acting as Agent) 
to act as herein specified.  Each Bank and the Fronting Bank 
hereby irrevocably authorizes, and each assignee of any Bank 
or the Fronting Bank shall be deemed irrevocably to author-
ize, the Agent to take such action on their behalf under the 
provisions of this Agreement and any instruments, documents 
 and agreements referred to herein (such instruments, 
documents and agreements being herein referred to as the 
"Loan Documents") and to exercise such powers hereunder and 
thereunder as are specifically delegated to the Agent by the 
terms hereof and thereof and such other powers as are 
reasonably incidental thereto.  The Agent may perform any of 
its duties hereunder, or under the Loan Documents, by or 
through its agents or employees.

	8.2  Nature of Duties.  The duties of the Agent shall 
be mechanical and administrative in nature.  The Agent shall 
not have by reason of this Agreement a fiduciary 
relationship in respect of any Bank or of the Fronting Bank. 
 Nothing in this Agreement or any of the Loan Documents, 
expressed or implied, is intended to or shall be so 
construed as to impose upon the Agent any obligations in 
respect of this Agreement or any of the Loan Documents 
except as expressly set forth herein.  Each Bank and the 
Fronting Bank shall make its own independent investigation 
of the financial condition and affairs of Resources and its 
Subsidiaries in connection with the making and the 
continuance of the Loans and the issuance of Letters of 
Credit hereunder and shall make its own appraisal of the 
creditworthiness of Resources; and the Agent shall have no 
duty or responsibility, either initially or on a continuing 
basis, to provide any Bank or the Fronting Bank with any 
credit or other information with respect thereto, whether 
coming into its possession before the making of the Loans or 
the issuance of Letters of Credit or at any time or times 
thereafter.  The Agent may execute any of its duties under 
this Agreement or any other Loan Document by or through 
agents or attorneys-in-fact and shall be entitled to advice 
of counsel concerning all matters pertaining to such duties. 
 The Agent shall not be responsible to any Bank or the 
Fronting Bank 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 Sec. 8.3.

	8.3  Rights, Exculpation, Etc.  Neither the Agent nor 
any of its officers, directors, employees, agents, 
attorneys-in-fact or affiliates shall be liable to any Bank 
or to the Fronting Bank for any action taken or omitted by 
it hereunder or under any of the Loan Documents, or in 
connection herewith or therewith, unless caused by its or 
their gross negligence or willful misconduct.  The Agent 
shall not be responsible to any Bank or to the Fronting Bank 
for any recitals, statements, representations or warranties 
herein or for the execution, effectiveness, genuineness, 
validity, enforceability, collectibility, or sufficiency of 
this Agreement or any of the Loan Documents or the financial 
condition of Resources.  The Agent shall not be required to 
make any inquiry concerning either the performance or 
observance of any of the terms, provisions or conditions of 
this Agreement or any of the Loan Documents or the financial 
condition of Resources, or the existence or possible 
existence of any Default or Event of Default.  The Agent may 
at any time request instructions from the Banks with respect 
to any actions or approvals which by the terms of this 
Agreement or any of the Loan Documents the Agent is 
permitted or required to take or to grant, and if such 
instructions are requested,  the Agent shall be absolutely 
entitled to refrain from taking any action or to withhold 
any approval and shall not be under any liability whatsoever 
to any Person for refraining from any action or withholding 
any approval under this Agreement or any of the Loan 
Documents until it shall have received such instructions 
from the Required Banks.  Without limiting the foregoing, no 
Bank shall have any right of action whatsoever against the 
Agent as a result of the Agent acting or refraining from 
acting hereunder or under any of the Loan Documents in 
accordance with the instructions of the Required Banks.

	8.4  Reliance.  The Agent shall be entitled to rely 
upon any written notice, statement, certificate, order or 
other document or any telephone message believed by it to be 
genuine and correct and to have been signed, sent or made by 
the proper Person, and, with respect to all legal matters 
pertaining to this Agreement or any of the Loan Documents 
and its duties hereunder or thereunder, upon advice of 
counsel selected by it.

	8.5  Indemnification.  To the extent that the Agent is 
not reimbursed and indemnified by Resources, the Banks will 
reimburse and indemnify the Agent for and against any and 
all liabilities, obligations, losses, damages, penalties, 
actions, judgments, suits, costs, expenses or disbursements 
of any kind or nature whatsoever which may be imposed on, 
incurred by, or asserted against the Agent, acting pursuant 
hereto, in any way relating to or arising out of this Agree-
ment or any of the Loan Documents or any action taken or 
omitted by the Agent under this Agreement or any of the Loan 
Documents, in proportion to their respective Commitments 
hereunder; provided, however, that no Bank shall be liable 
for any portion of such liabilities, obligations, losses, 
damages, penalties, actions, judgments, suits, costs, expen-
ses or disbursements resulting from the Agent's gross negli-
gence or wilful misconduct.  The obligations of the Banks 
under this Sec. 8.5 shall survive the payment in full of 
outstanding Loans, the expiration of any Letter of Credit  
and the termination of this Agreement.

	8.6  The Agent, Individually.  With respect to its 
Commitment hereunder and the Loans made by it, the Agent 
shall have and may exercise the same rights and powers 
hereunder and is subject to the same obligations and 
liabilities as and to the extent set forth herein for any 
other Bank.  The terms "Banks," "Required Banks" or any 
similar terms shall, unless the context clearly otherwise 
indicates, include the Agent in its individual capacity as a 
Bank or one of the Required Banks.  The Agent may accept 
deposits from, lend money to, and generally engage in any 
kind of banking, trust or other business with Resources as 
if it were not acting pursuant hereto.

	8.7  Resignation by the Agent.  The Agent may resign 
from the performance of all its functions and duties 
hereunder at any time by giving 15 Business Days' prior 
written notice to Resources and the Banks.  Such resignation 
shall take effect upon the expiration of such 15 Business 
Day period or upon the earlier appointment of a successor.  
Upon any such resignation, the Required Banks shall appoint 
a successor Agent who shall be satisfactory to Resources and 
shall be an incorporated bank or trust company.  In the 
event no such successor shall have been so appointed, then 
any notification, demand or other communication required or 
permitted to be given by the Agent on behalf of the Banks to 
Resources hereunder shall be sufficiently given if given by 
the Required Banks, and any notification, demand, other 
communication, document, statement, other paper or payment 
required to be made, given or furnished by Resources to the 
Agent for distribution to the Banks shall be sufficiently 
made, given or furnished if made, given or furnished by 
Resources directly to each Bank entitled thereto and, in the 
case of payments, in the amount to which each such Bank is 
entitled.  All powers specifically delegated to the Agent by 
the terms hereof may be exercised by the Required Banks.

	     SECTION 9.  Miscellaneous.

	9.1  Definitions.  As used herein the following terms 
shall have the meanings herein specified and shall include 
in the singular number the plural and in the plural number 
the singular:

	     "Affected Bank" shall have the meaning assigned 
that term in Sec. 2.5(c).

	     "Agent" shall mean Chemical Bank and shall include 
(i) any successor corporation thereto by merger, 
consolidation or otherwise and (ii) any successor to the 
Agent appointed pursuant to Sec. 8.7.

	     "Aggregate Credit Exposure" shall mean the 
aggregate amount of the Banks' Credit Exposures.

	      "Agreement" shall mean this Revolving Credit 
Agreement, as it may from time to time be amended, supple-
mented or otherwise modified.

	     "Applicable Eurodollar Margin" shall have the 
meaning assigned that term in the definition of "Applicable 
Rate".

	     "Applicable Facility Fee Percentage" shall have 
the meaning assigned that term in the definition of 
"Applicable Rate".

	     "Applicable Lending Office" shall mean, with 
respect to each Bank, (i) such Bank's Base Rate Lending 
Office in the case of a Base Rate Loan and (ii) such Bank's 
Eurodollar Lending Office in the case of a Eurodollar Rate 
Loan.

	     "Applicable Percentage" of any Bank at any time 
shall mean the percentage of the Total Commitment 
represented by such Bank's Commitment.  In the event the 
Commitments shall have expired or been terminated, the 
Applicable Percentages shall be determined on the basis of 
the Commitments most recently in effect, but giving effect 
to assignments pursuant to Sec. 9.6.

	     "Applicable Rate" shall mean and include the 
Applicable Facility Fee Percentage and Applicable Eurodollar 
Margin and at any time will be determined based on the 
highest Category set forth below in which PPLC's First 
Mortgage Bonds have been assigned ratings by both Moody's 
and S&P which meet both of the applicable criteria set forth 
below (the highest category being Category A).


                              Applicable        Applicable
                             Facility Fee       Eurodollar
     Criteria                 Percentage          Margin


  Category A:

  A- or better and A3
  or better                      .150%             .250%

  Category B:

  BBB+ or better and
  Baa1 or better                 .200%             .300%

  Category C:

  BBB or better and 
  Baa2 or better                 .250%             .300%

  Category D:

  BBB- or better and
  Baa3 or better                 .375%             .300%

  Category E:

  BB+ or below or
  Ba1 or below                   .500%             .750%


	     "Bank" shall have the meaning assigned that term 
in the first paragraph in this Agreement.

	     "Bankruptcy Code" shall have the meaning assigned 
that term in Sec. 6.5.

	     "Base Rate" shall mean, for any day, a rate per 
annum equal to the higher of (i) the Prime Rate and (ii) 1/2 
of 1% plus the Federal Funds Rate, each as in effect from 
time to time.  

	     "Base Rate Lending Office" means, with respect to 
each Bank, the office of such Bank specified as its "Base 
Rate Lending Office" on the signature pages to the Agreement 
or such other office of such Bank as such Bank may from time 
to time specify as such to Resources and the Agent.

	     "Base Rate Loan" shall mean any Loan during any 
period during which such Loan is bearing interest at the 
rates provided for in Sec. 2.1(a).

	     "Borrowing" shall mean the incurrence of one Type 
of Loan from all the Banks on a given date, all of which 
Eurodollar Loans shall have the same Interest Period, 
pursuant to Sec. 1.2; provided, however, that Loans of a 
different Type extended by one or more Banks pursuant to 
Sec. 2.5(b) shall be considered a part of the related 
Borrowing.

	     "Business Day" shall mean (i) for all purposes 
other than as covered by clause (ii) below, any day 
excluding Saturday, Sunday and any day on which banks in New 
York City are authorized by law or other governmental 
actions to close and (ii) with respect to all notices and 
determinations in connection with, and payments of principal 
and interest on, Eurodollar Loans, any day which is a 
Business Day described in clause (i) and which is also a day 
for trading by and between banks in U.S. dollar deposits in 
the London interbank Eurodollar market.

	     "Capital Lease Obligations" of any person shall 
mean obligations of such person to pay rent or other amounts 
under any lease of (or other arrangement conveying the right 
to use) real or personal property, or a combination thereof, 
which obligations are required to be classified and 
accounted for as capital leases on a balance sheet of such 
person under GAAP, and the amount of such obligations shall 
be the capitalized amount thereof determined in accordance 
with GAAP.

	     "Closing Date" shall mean May 30, 1996.

	     "Commitment", for each Bank, shall mean the amount 
specified opposite its name on Schedule I hereto, such 
Commitment to be reduced by the amount of any reduction 
thereto effected pursuant to Sec. 1.7 and/or Sec. 6.

	     "Credit Exposure", for each Bank at any time, 
shall mean the aggregate principal amount at such time of 
all outstanding Loans of such Bank to Resources, plus the 
aggregate amount at such time of such Bank's L/C Exposure.

	     "Default" shall mean any event, act or condition 
which with notice or lapse of time or both would constitute 
an Event of Default.

	     "Eligible Transferee" shall mean and include a 
commercial bank, financial institution or other "accredited 
investor" (as defined in SEC Regulation D).

	     "Eurodollar Lending Office" shall mean, with 
respect to each Bank, the office of such Bank specified as 
its "Eurodollar Lending Office" on the signature pages to 
the Agreement or such other office of such Bank as such Bank 
may from time to time specify as such to Resources and the 
Agent.

	     "Eurodollar Loan" shall mean any loan during any 
period during which such Loan is bearing interest at the 
rates provided for in Sec. 2.1(b).

	     "Event of Default" shall mean each of the Events 
of Default specified in Sec. 6.

	     "Expiry Date" shall mean the date 364 days from 
the date hereof.

	     "Facility Fee" shall have the meaning assigned 
that term in Sec. 1.6(a).

	     "Federal Funds Rate" shall mean for any day, a 
fluctuating interest rate equal for each day during such 
period to the weighted average of the rates on overnight 
Federal Funds transactions with members of the Federal 
Reserve System arranged by Federal Funds brokers, as 
published for such day (or, if such day is not a Business 
Day, for the next preceding Business Day) by the Federal 
Reserve Bank of New York, or, if such rate is not so 
published for any day which is a Business Day, the average 
of the quotations for such day on such transactions received 
by the Agent from three Federal Funds brokers of recognized 
standing selected by the Agent.

	     "First Mortgagee Bonds" shall mean the first 
mortgage bonds issued by PPLC pursuant to its Mortgage and 
Deed of Trust dated as of October 1, 1945, as supplemented.

	     "Fronting Bank Fees" shall have the meaning 
assigned to that term in Sec. 1.6(b).

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

	     "Guarantee" of or by any person shall mean any 
obligation, contingent or otherwise, of such person 
guaranteeing or having the economic effect of guaranteeing 
any Indebtedness of any other person (the "primary obligor") 
in any manner, whether directly or indirectly, and including 
any obligation of such person, direct or indirect, (a) to 
purchase or pay (or advance or supply funds for the purchase 
or payment of) such Indebtedness or to purchase (or to 
advance or supply funds for the purchase of) any security 
for payment of such Indebtedness, (b) to purchase or lease 
property, securities or services for the purpose of assuring 
the owner of such Indebtedness of the payment of such 
Indebtedness or (c) 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 Indebtedness; provided, however, that 
the term Guarantee shall not include endorsements for 
collection or deposit in the ordinary course of business.

	     "Indebtedness" of any person shall mean, without 
duplication, (a) all obligations of such person for borrowed 
money, (b) all obligations of such person with respect to 
deposits or advances of any kind, (c) all obligations of 
such person evidenced by bonds, debentures, notes or similar 
instruments, (d) all obligations of such person under 
conditional sale or other title retention agreements 
relating to property or assets purchased by such person, 
(e) all obligations of such person issued or assumed as the 
deferred purchase price of property or services (excluding 
trade accounts payable and accrued obligations incurred in 
the ordinary course of business), (f) all Indebtedness of 
others secured by (or for which the holder of such 
Indebtedness has an existing right, contingent or otherwise, 
to be secured by) any Lien or property owned or acquired by 
such person, whether or not the obligations secured thereby 
have been assumed but shall not include any obligations that 
are without recourse to such person, (g) all Guarantees by 
such person of Indebtedness of others, (h) all Capital Lease 
Obligations of such person, (i) 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 amount that would be payable upon the 
acceleration, termination or liquidation thereof) and 
(j) all obligations of such person as an account party in 
respect of letters of credit and bankers' acceptances.

	     "Initial Banks" shall mean Chemical Bank and 
Citibank, N.A.

	     "Interest Period"  shall mean (a) as to any 
Eurodollar Loan, the period commencing on the date of such 
Loan and ending on the numerically corresponding day (or, if 
there is no numerically corresponding day, on the last day) 
in the calendar month that is 1, 2, 3 or 6 months 
thereafter, as Resources may elect in a Notice of Borrowing 
or Notice of Conversion and (b) as to any Base Rate Loan, 
the period commencing on the date of such Loan and ending on 
the date 90 days thereafter or, if earlier, on the Expiry 
Date or the date of prepayment of such Loan.  If any 
Interest Period would otherwise expire on a day which is not 
a Business Day, such Interest Period shall expire on the 
next succeeding Business Day, provided that if any Interest 
Period applicable to a Borrowing of Eurodollar Loans would 
otherwise expire on a day which is not a Business Day but is 
a day of the month after which no further Business Day 
occurs in such month, such Interest Period shall expire on 
the next preceding Business Day.

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

	     "L/C Commitment" shall mean the commitment of the 
Fronting Bank to issue Letters of Credit pursuant to 
Sec. 1A.

	     "L/C Disbursement" shall mean a payment or 
disbursement made by the Fronting Bank pursuant to a Letter 
of Credit.

	     "L/C Exposure" shall mean at any time the sum of 
(a) the aggregate undrawn amount of all outstanding Letters 
of Credit at such time plus (b) the aggregate principal 
amount of all L/C Disbursements that have not yet been 
reimbursed at such time.  The L/C Exposure of any Bank at 
any time shall mean its Applicable Percentage of the 
aggregate L/C Exposure at such time.

	     "L/C Participation Fee" shall have the meaning 
assigned to such term in Sec. 1.6(b).

	     "Letter of Credit" shall mean any letter of credit 
issued pursuant to Sec. 1A.

	      "Lien" shall mean, with respect to any asset, 
(a) any mortgage, deed of trust, lien, pledge, encumbrance, 
charge or security interest in or on such asset, (b) the 
interest of a vender or a lessor under any conditional sale 
agreement, capital lease or title retention agreement (or 
any financing lease having substantially the same economic 
effect as any of the foregoing) relating to such asset and 
(c) in the case of securities, any purchase option, call or 
similar right of a third party with respect to such 
securities.

	     "Loan" shall have the meaning assigned that term 
in Sec. 1.1.

	     "Loan Documents" shall have the meaning assigned 
that term in Sec. 8.1.

	     "Moody's" shall mean Moody's Investors Service, 
Inc. or any successor thereto.

	     "Notice of Borrowing" shall have the meaning 
assigned that term in Sec. 1.2.

	     "Notice of Conversion" shall have the meaning 
assigned that term in Sec. 2.4(a).

	     "Payment Office" shall mean the office of the 
Agent located at 270 Park Avenue, New York, New York 10017, 
or such other  office as the Agent may hereafter designate 
in writing as such to the other parties hereto.

	     "Permitted Liens" shall mean (a) Liens for taxes, 
assessments or governmental charges or levies to the extent 
not past due, or which are being contested in good faith in 
appropriate proceedings for which Resources has provided 
appropriate reserves for the payment thereof in accordance 
with GAAP; (b) pledges or deposits in the ordinary course of 
business to secure obligations under worker's compensation 
laws or similar legislation; (c) other pledges or deposits 
in the ordinary course of business (other than for borrowed 
monies) that, in the aggregate, are not material to 
Resources; (d) Liens imposed by law such as materialmen's, 
mechanics', carriers', workers' and repairmen's Liens and 
other similar Liens arising in the ordinary course of 
business for sums not yet due or currently being contested 
in good faith by appropriate proceedings; (e) attachment, 
judgment or other similar Liens arising in connection with 
court proceedings, provided that such Liens, in the 
aggregate, shall not exceed $50,000,000 at any one time 
outstanding, and (f) other Liens not otherwise referred to 
in the foregoing clauses (a) through (e) above, provided 
that such other Liens do not secure at any time obligations 
in an aggregate amount in excess of $100,000,000 at any time 
outstanding.

	     "Persons" shall mean and include any individual, 
firm, corporation, association, trust or other enterprise or 
any governmental or political subdivision or agency, depart-
ment or instrument thereof.

	     "PPLC" shall mean Pennsylvania Power & Light 
Company, a Pennsylvania corporation that is a direct 
Subsidiary of Resources.

	     "Prime Rate" shall mean the rate which Chemical 
Bank announces from time to time as its prime lending rate, 
such Prime Rate to change when and as such prime lending 
rate changes.  The Prime Rate is a reference rate and does 
not necessarily represent the lowest or best rate actually 
charged to any customer.  Chemical Bank may make commercial 
loans or other loans at rates of interest at, above or below 
the Prime Rate.

	      "Quoted Rate" shall mean, with respect to any 
Eurodollar Loan for any Interest Period, the rate (rounded 
upwards to the nearest 1/16 of 1%) at which dollar deposits 
approximately equal in principal amount to the Agent's 
portion of such Eurodollar Loan and for a maturity 
comparable to such Interest Period are offered to the 
principal London office of the Agent in immediately 
available funds in the London interbank market at 
approximately 11:00 A.M. (London time) 2 Business Days prior 
to the commencement of such Interest Period, without any 
addition to such offered quotation to give effect to the 
reserve requirements established for Eurodollar transactions 
by Regulation D.  

	     "Register" shall have the meaning provided in 
1.4(b).

	     "Regulation D" shall mean Regulation D of the 
Board of Governors of the Federal Reserve System as from 
time to time in effect or any successor to all or a portion 
thereof establishing reserve requirements.

	      "Required Banks" shall mean Banks having Loans 
the outstanding principal amount of which aggregate (or, if 
no Loans are outstanding, Banks with Commitments 
aggregating) at least the majority of the aggregate 
outstanding principal amount of all Loans (or of the Total 
Commitment).

	     "Resources" shall have the meaning assigned that 
term in the first paragraph of this Agreement.

	     "SEC" shall have the meaning assigned that term in 
Sec. 5.1(c).

	     "SEC Regulation D" shall mean Regulation D as 
promulgated under the Securities Act of 1933, as amended, as 
the same may be in effect from time to time."

	     "S&P" shall mean Standard & Poor's Ratings 
Services, a Division of the McGraw-Hill Companies Inc. or 
any successor thereto.

	     "Subsidiary" shall mean any company, partnership, 
association or other business entity in which Resources and 
its Subsidiaries now have or may hereafter acquire an 
aggregate of at least 50% of the voting stock or ownership 
interests.

	     "Taxes" shall have the meaning assigned that term 
in Sec. 3.4.

	     "Total Commitment" shall mean the aggregate of all 
the Commitments of all the Banks.

	     "Type" shall mean any type of Loan, i.e., whether 
a Loan is a Base Rate Loan or a Eurodollar Loan.

	     "Unaffected Bank" shall have the meaning assigned 
that term in Sec. 2.5(c).

	     "written" or "in writing" shall mean any form of 
written communication or a communication by means of telex, 
telecopier device, telegraph or cable.

	9.2  Accounting Principles.  All statements to be 
prepared and determinations to be made under this Agreement, 
including (without limitation) those pursuant to Sec. 5, 
shall be prepared and made in accordance with generally 
accepted accounting principles applied on a basis consistent 
with the accounting principles reflected in the audited 
financial statements of Resources for the fiscal year ended 
December 31, 1995 referred to in Sec. 7.4, except for 
changes in accounting principles consistent with GAAP.

	9.3  Exercise of Rights.  Neither the failure nor  
delay on the part of any of the Banks or the Fronting Bank 
to exercise any right, power or privilege under this Agree-
ment shall operate as a waiver thereof, nor shall any single 
or partial exercise of any right, power or privilege under 
this Agreement preclude any other or further exercise there-
of, or the exercise of any other right, power or privilege. 
 The rights and remedies herein expressly provided are 
cumulative and not exclusive of any rights or remedies which 
the Banks would otherwise have.  No notice to or demand on 
Resources in any case shall entitle Resources to any other 
or further notice or demand in similar or other cir-
cumstances or constitute a waiver of the right of the Banks 
or the Fronting Bank to any other or further action in any 
circumstances without notice or demand.

	9.4  Amendment and Waiver.  Neither this Agreement nor 
any other Loan Document nor any terms hereof or thereof may 
be changed, waived, discharged or terminated unless such 
change, waiver, discharge or termination is in writing 
signed by Resources and the Required Banks, provided that no 
such change, waiver, discharge or termination shall, without 
the consent of each Bank directly affected thereby, (i) 
extend the final scheduled maturity of any Loan, or reduce 
the rate or extend the time of payment of interest or 
Facility Fees thereon (except in connection with a waiver of 
the applicability of any post-default increase in interest 
rates), or reduce the principal amount thereof (except to 
the extent repaid in cash), (ii) amend, modify or waive any 
provision of this Sec. 9.4, (iii) reduce the percentage 
specified in the definition of Required Banks or (iv) 
consent to the assignment or transfer by Resources of any of 
its rights and obligations under this Agreement; provided 
further, that no such change, waiver, discharge or termina-
tion shall (x) increase the Commitments of any Bank over the 
amount thereof then in effect without the consent of such 
Bank (it being understood that waivers or modifications of 
conditions precedent, covenants, Defaults or Events of 
Default shall not constitute an increase of the Commitment 
of any Bank) or (y) without the consent of the Agent, amend, 
modify or waive any provision of Sec. 9 as same applies to 
such Agent or any other provision as same relates to the 
rights or obligations of such Agent.

	9.5  Expenses; Indemnification.  (a)  Resources agrees 
to pay all reasonable out-of-pocket expenses (i) of the 
Agent and the Fronting Bank incurred in connection with the 
preparation, execution, delivery, enforcement and 
administration (exclusive of any internal overhead expenses) 
of this Agreement and any and all agreements supplementary 
hereto and the making and repayment of the Loans, the 
issuance of the Letters of Credit and the payment of 
interest, including, without limitation, the reasonable fees 
and expenses of Cravath, Swaine & Moore, special counsel for 
the Agent, (ii) of each Initial Bank in connection with any 
assignments of Commitments or Loans hereunder and (iii) of 
the Agent, the Fronting Bank and each Bank incurred in 
connection with the enforcement of this Agreement, 
including, without limitation, the reasonable fees and 
expenses of any counsel for any of the Banks with respect to 
such enforcement.

	     (b)  Resources further agrees to pay, and to save 
the Agent, the Fronting Bank and the Banks harmless from all 
liability for, any stamp or other documentary taxes which 
may be payable in connection with Resources' execution or 
delivery of this Agreement, its borrowings hereunder or 
Letters of Credit, or its issuance of any notes or of any 
other instruments or documents provided for herein or deliv-
ered or to be delivered by it hereunder or in connection 
herewith.

	     (c)  Resources agrees to indemnify the Agent, the 
Fronting Bank and each Bank and each of their respective 
affiliates, directors, officers and employees (each such 
person being called an "Indemnitee") against all losses, 
claims, damages, penalties, judgments, liabilities and 
expenses (including, without limitation, all expenses of 
litigation or preparation therefor whether or not the Agent, 
the Fronting Bank or any Bank is a party thereto) which any 
of them may pay or incur arising out of or relating to this 
Agreement, the other Loan Documents, the transactions 
contemplated hereby.  The direct or indirect application or 
proposed application of the proceeds of any Loan hereunder 
or the issuance of Letters of Credit and provided that such 
indemnification shall not extend to disputes solely among 
the Agent, the Fronting Bank and the Banks; and provided 
further that such indemnity shall not, as to any Indemnitee, 
be available to the extent that such losses, claims, 
damages, liabilities or related expenses are determined by a 
court of competent jurisdiction by final and nonappealable 
judgment to have resulted from the gross negligence or 
wilful misconduct of such Indemnitee.  

	     (d)  All obligations provided for in this Sec. 9.5 
shall survive any termination of this Agreement.

	9.6  Successors and Assigns.  (a)  This Agreement shall 
be binding upon and inure to the benefit of and be 
enforceable by the respective successors and assigns of the 
parties hereto, provided that Resources may not assign or 
transfer any of its interests hereunder, except to the 
extent any such assignment results from the consummation of 
a transaction permitted under Sec. 5.2, without the prior 
written consent of the Banks and provided further that the 
rights of each Bank to transfer, assign or grant 
participations in its rights and/or obligations hereunder 
shall be limited as set forth below in this Sec. 9.6, 
provided that nothing in this Sec. 9.6 shall prevent or 
prohibit any Bank from pledging its rights under this 
Agreement and/or its Loans hereunder to a Federal Reserve 
Bank in support of borrowings made by such Bank from such 
Federal Reserve Bank.  In order to facilitate such an 
assignment to a Federal Reserve Bank, Resources shall, at 
the request of the assigning Bank, duly execute and deliver 
to the assigning Bank a promissory note evidencing its 
Commitment or Loans made by the assigning Bank hereunder.

	     (b)  Each Bank shall have the right to transfer, 
assign or grant participations in all or any part of its 
remaining rights and obligations hereunder on the basis set 
forth below in this clause (b).

	          (A)  Assignments.  Each Bank may assign all 
or a portion of its rights and obligations hereunder 
pursuant to this clause (b)(A) to (x) one or more Banks or 
any affiliates of any Bank or (y) one or more other Eligible 
Transferees, provided that (i) any such assignment pursuant 
to clause (y) above shall be in the aggregate amount of at 
least $5,000,000, (ii) after giving effect to any such 
assignment pursuant to clause (x) or (y) above, no Bank 
shall have a Commitment of less than $5,000,000 unless such 
Bank's Commitment is reduced to zero pursuant to such 
assignment, (iii) any assignment pursuant to clause (y), 
other than an assignment by an Initial Bank, shall require 
the consent of Resources, which consent shall not be 
unreasonably withheld, (iv) an Initial Lender shall not 
assign any percentage of its rights and obligations 
hereunder without the other Initial Lender assigning the 
same percentage of its rights and obligations hereunder, and 
provided further, that, so long as no Loans, together with 
interest thereon, shall be outstanding and no Default or 
Event of Default shall have occurred and then be continuing, 
Resources may at its option terminate the portion of such 
assigning Bank's Commitment proposed to be assigned pursuant 
to clause (y) above in lieu of consenting to such 
assignment, and the Total Commitment shall be reduced in the 
amount of such termination. Assignments or terminations of 
all or any portion of any Bank's Commitment pursuant to this 
clause (b)(A) will only be effective if the Agent shall have 
received a written notice from the assigning Bank and the 
assignee, or, in the case of a termination, Resources, and, 
in the case of an assignment (other than as assignment by an 
Initial Bank), payment of a nonrefundable assignment fee of 
$2,500 to the Agent by either the assigning Bank or the 
assignee. No later than five Business Days after its receipt 
of any written notice of assignment or termination, the 
Agent will record such assignment or termination, and the 
resultant effects thereof on the Commitment of the assigning 
or terminating Bank and, in the case of an assignment, the 
assignee, in the Register, at which time such assignment or 
termination shall become effective, provided that the Agent 
shall not be required to, and shall not, so record any 
assignment or termination in the Register on or after the 
date on which any proposed amendment, modification or 
supplement in respect of this Agreement has been circulated 
to the Banks for approval  until  the  earlier of (x) the 
effectiveness of such amendment, modification or supplement 
in accordance with Sec. 9.4 or (y) 30 days following the 
date on which such proposed amendment, modification  or  
supplement was circulated to the Banks. Upon the 
effectiveness of any assignment or termination pursuant to 
this clause (b)(A), (x) the assignee, in the case of an 
assignment, will become a "Bank" for all purposes of this 
Agreement and the other Loan Documents with a Commitment as 
so recorded by the Agent in the Register, and to the extent 
of such assignment or termination, the assigning or 
terminating Bank shall be relieved of its obligations 
hereunder with respect to the portion of its Commitment 
being assigned or terminated.

	          (B)  Participations.  Each Bank may transfer, 
grant or assign participations in all or any part of such 
Bank's interests and obligations hereunder pursuant to this 
clause (b)(B) to any Eligible Transferee, provided that (i) 
such Bank shall remain a "Bank" for all purposes of this 
Agreement and the transferee of such participation shall not 
constitute a Bank hereunder and (ii) no participant under 
any such participation shall have any rights under the 
Agreement or other Loan Document or any rights to approve 
any amendment to or waiver of this Agreement or any other 
Loan Document except to the extent such amendment or waiver 
would (x) extend the final scheduled maturity of any of the 
Loans or the Commitment in which such participant is 
participating or (y) reduce the interest rate (other than as 
a result of waiving the applicability of any post-default 
increases in interest rates) or Facility Fee or other fees 
applicable to any of the Loans or Commitments in which such 
participant is participating or postpone the payment of any 
thereof. In the case of any such participation, the 
participant shall not have any rights under this Agreement 
or any of the other Loan Documents (the participant's rights 
against the granting Bank in respect of such participation 
to be those set forth in the agreement with such Bank 
creating such participation) and all amounts payable by 
Resources hereunder shall be determined as if such Bank had 
not sold such participation, provided that such participant 
shall be entitled to receive additional amounts under 
Sections 1.8 and 2.5 on the same basis as if it were a Bank 
but in no case shall be entitled to any amount greater than 
would have been payable had the Bank not sold such partici-
pations.

	     (c)  Each Bank hereby represents, and each Person 
that becomes a Bank pursuant to an assignment permitted by 
the preceding clause (b)(A) will upon its becoming party to 
this Agreement represent, that it is an Eligible Transferee 
which makes loans in the ordinary course of its business and 
that it will make or acquire Loans for its own account in 
the ordinary course of such business, provided that, subject 
to the preceding clauses (a) and (b), the disposition of any 
promissory notes or other evidences of or interests in Loans 
held by such Bank shall at all times be within its exclusive 
control.

	9.7  Notices, Requests, Demands.  All notices, 
requests, demands or other communications to or upon the 
respective parties hereto shall be deemed to have been given 
or made (i) in the case of notice by mail, when actually 
received, (ii) in the case of telex or telegraphic notice, 
when delivered to the telex or telegraph company and (iii) 
in the case of telex or telecopier notice sent over a telex 
or a telecopier machine owned or operated by a party hereto, 
 when sent, in each case addressed to Resources, the Agent 
or the respective Bank, as the case may be, at their 
respective addresses shown below their signatures hereto or 
at such other address as such party may hereafter specify in 
writing to the others.  No other method of giving notice is 
hereby precluded.

	9.8  Survival of Representations and Warranties.  All 
representations and warranties contained herein or otherwise 
made in writing by Resources in connection herewith shall 
survive the execution and delivery of this Agreement.

	9.9  Governing Law.  This Agreement and the rights and 
obligations of the parties under this Agreement (other than 
as relates to Letters of Credit) shall be governed by and 
construed and interpreted in accordance with the laws of the 
State of New York.  Each Letter of Credit shall be governed 
by, and construed and interpreted in accordance with the 
laws or rules designated in such Letter of Credit, or if no 
such laws or rules are designated, the Uniform Customs and 
Practice for Documentary Credits (1993 revision), 
International Chamber of Commerce, publication no. 500 (the 
"Uniform Customs") and, as to matters not governed by the 
Uniform Customs, the laws of the State of New York.

	9.10  Counterparts.  This Agreement may be executed in 
any number of copies, and by the different parties hereto on 
the same or separate counterparts, each of which shall be 
deemed to be an original instrument.  Complete counterparts 
of this Agreement shall be lodged with Resources and the 
Agent.

	9.11  Effectiveness.  This Agreement shall become 
effective on the Closing Date.

	9.12 Transfer of Office.  (a)  Each Bank may transfer 
and carry its Loans at, to or for the account of any branch 
office, subsidiary or affiliate of such Bank; provided that 
such Bank shall continue to bear all of its obligations 
under this Agreement; and provided further that Resources 
shall not be responsible for costs arising under Sec. 1.8, 
2.5 or 3.4 resulting from any such transfer to the extent 
not otherwise applicable to such Bank prior to such 
transfer.

	     (b)  Upon a Bank becoming aware of any event which 
will entitle it to any additional amount pursuant to 
Sec. 2.5(a) or Sec. 3.4, such Bank shall take all reasonable 
steps (including but not limited to making, maintaining or 
funding the affected Loan through another office of such 
Bank) to avoid or reduce the additional amount payable by 
Resources; provided that, such steps will not result in any 
additional costs, liabilities or expenses (not reimbursable 
by Resources) to such Bank and are not otherwise 
inconsistent with the interests of such Bank determined in 
good faith.

	9.13  Proration of Payments.  The Banks agree among 
themselves that, with respect to all amounts received by 
them which are applicable to the payment of principal of or 
interest on the Loans, equitable adjustment will be made so 
that, in effect, all such amounts will be shared ratably 
among the Banks on the basis of the amounts then owed each 
of them in respect of such obligation, whether received by 
voluntary payment, by realization upon security, by the 
exercise of any right of set-off or bankers' lien, by 
counterclaim or cross action, under or pursuant to this 
Agreement or otherwise.  Each of the Banks agrees that if it 
should receive any payment on its Loans of a sum or sums in 
excess of its pro rata portion, then the Bank receiving such 
excess payment shall purchase for cash from the other Banks 
an interest in the Notes of such Banks in such amount as 
shall result in a ratable participation by each of the Banks 
in the aggregate unpaid amount of all outstanding Loans then 
held by all of the Banks.  If all or any portion of such 
excess payment is thereafter recovered from such Bank, such 
purchase shall be rescinded and the purchase price restored 
to the extent of such recovery, but without interest.  
Resources agrees that any Bank so purchasing a participation 
from another Bank pursuant to this Sec. 9.13 may exercise 
all its rights of payment with respect to such participation 
as fully as if such Bank were the direct creditor of 
Resources in the amount of such participation.

	9.14  Headings Descriptive.  The headings of the 
various provisions of this Agreement are inserted for con-
venience of reference only and shall not be deemed to affect 


the meaning or construction of any of the provisions  
hereof.


	     IN WITNESS WHEREOF, each of the parties hereto has 
caused a counterpart of this Agreement to be duly executed 
and delivered as of the date first above written.



PP&L RESOURCES, INC.,



By   /s/ R. E. Hill	
  Name:  R. E. Hill
	Title:  Senior Vice President -
	        Financial & Treasurer



CHEMICAL BANK,
	Individually and as Agent and
  Fronting Bank



By   /s/ Ronald Potter	
  Name:  Ronald Potter
	Title:  Managing Director



CITIBANK, N.A.



By   /s/ Paul T. Addison	
  Name:  Paul T. Addison
	Title:  Attorney in Fact



Name of Bank and Address                                Eurodollar Lending
for Notices                 Base Rate Lending Office    Office               





CHEMICAL BANK               Same as Name of Bank        Same as Name of Bank
270 Park Avenue
New York, NY 10017
Att: Jaimin Patel
Fax: (212) 270-5007


CITIBANK N.A.               Same as Name of Bank        Same as Name of Bank
399 Park Avenue
New York, NY
Att: Anita Brickell
Fax: (212) 832-9137







<PAGE>
                                                          SCHEDULE I



CHEMICAL BANK                                      $ 150,000,000

CITIBANK, N.A.                                       150,000,000

                       Total Commitment             $300,000,000


<PAGE>
                                                 EXHIBIT A




                   OPINION OF COUNSEL FOR Resources


		The opinion of Counsel for Resources, referred to 
in Sec. 4.1(b) of the Agreement shall be to the effect that 
(terms used herein shall have the meanings specified 
therefor in the Agreement):

		1.  Resources is duly incorporated, validly 
existing and in good standing under the laws of the 
Commonwealth of Pennsylvania, and has the corporate power 
to make and perform the Agreement and to borrow under the 
Agreement.

		2.  The making and performance by Resources of 
the Agreement, have been duly authorized by all necessary 
corporate action and do not and will not violate any 
provision of law or regulation, or any decree, order, writ 
or judgment, or any provision of its charter or by-laws, or 
result in the breach of or constitute a default under any 
indenture or other agreement or instrument known to such 
counsel to which Resources is a party.

		3.  The Agreement constitutes the legal, valid 
and binding obligation of Resources enforceable in 
accordance with its terms except to the extent limited by 
bankruptcy, insolvency or reorganization laws or by other 
laws relating to or affecting the enforceability of 
creditors' rights generally and by general equitable 
principles.

		4.  Except as disclosed in or contemplated by 
Resources's Form 10-K Report to the Securities and Exchange 
Commission for the year 1995, no litigation, arbitration or 
administrative proceeding is pending or, to the knowledge 
of such counsel, threatened, which, if determined adversely 
to Resources, would materially and adversely affect the 
ability of Resources to perform any of its obligations 
under the Agreement.  There is no litigation, arbitration 
or administrative proceeding pending or, to the knowledge 
of such counsel, threatened which questions the validity of 
the Agreement.

		5.  Resources 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 "margin stock" within the meaning of Regulation U of 
the Board of Governors of the Federal Reserve System.

		6.  There have not been any "reportable events," 
as that term is defined in Section 4043 of the Employee 
Retirement Income Security Act of 1974, as amended, which 
would result in a material liability to Resources.

		7.  No authorization, consent or approval from 
governmental bodies or regulatory authorities is required 
for the making and performance of the Agreement by 
Resources or for the borrowings thereunder, except such 
authorizations, consents and approvals as have been 
obtained prior to the making of any Loans and are in full 
force and effect.