Exhibit 10(a)

REIMBURSEMENT AGREEMENT,

dated as of March 31, 2005,

among

PPL ENERGY SUPPLY, LLC,

as the Account Party,



VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS FROM TIME TO
  TIME 
  PARTIES HERETO,

as the Lenders,
  THE BANK OF NOVA SCOTIA,

as the Issuer,

and



THE BANK OF NOVA SCOTIA,

as the Administrative Agent.

___________________________



---



TABLE OF CONTENTS

Page

|ARTICLE I                                                     
|--------------------------------------------------------------
|DEFINITIONS AND
        ACCOUNTING TERMS                      
|                                                              
|SECTION 1.1.                                                  
|SECTION 1.2.                                                  
|SECTION 1.3.                                                  
|SECTION 1.4.                                                  
|SECTION 1.5.                                                  
|ARTICLE II                                                    
|COMMITMENTS, ISSUANCE PROCEDURES
        AND LETTERS OF CREDIT
|SECTION 2.1.                                                  
|SECTION 2.2.                                                  
|SECTION 2.3.                                                  
|SECTION 2.4.                                                  
|ARTICLE III                                                   
|INTEREST AND FEES                                             
|SECTION 3.1.                                                  
|SECTION 3.2.                                                  
|ARTICLE IV                                                    
|INCREASED COSTS
        AND OTHER PROVISIONS                  
|SECTION 4.1.                                                  
|SECTION 4.2.                                                  
|SECTION 4.3.                                                  
|SECTION 4.4.                                                  
|SECTION 4.5.                                                  
|ARTICLE V                                                     
|CONDITIONS TO CREDIT
        EXTENSIONS                       
|SECTION 5.1.                                                  
|SECTION 5.2.                                                  
|ARTICLE VI                                                    
|REPRESENTATIONS
        AND WARRANTIES                        
|SECTION 6.1.                                                  
|SECTION 6.2.                                                  
|SECTION 6.3.                                                  
|SECTION 6.4.                                                  
|SECTION 6.5.                                                  
|SECTION 6.6.                                                  
|SECTION 6.7.                                                  
|SECTION 6.8.                                                  
|SECTION 6.9.                                                  
|SECTION 6.10.                                                 
|SECTION 6.11.                                                 
|SECTION 6.12.                                                 
|SECTION 6.13.                                                 
|SECTION 6.14.                                                 
|SECTION 6.15.                                                 
|SECTION 6.16.                                                 
|SECTION 6.17.                                                 
|SECTION 6.18.                                                 
|ARTICLE VII                                                   
|COVENANTS                                                     
|SECTION 7.1.                                                  
|ARTICLE VIII                                                  
|EVENTS OF DEFAULT                                             
|SECTION 8.1.                                                  
|SECTION 8.2.                                                  
|SECTION 8.3.                                                  
|ARTICLE IX                                                    
|THE ADMINISTRATIVE
        AGENT                              
|SECTION 9.1.                                                  
|SECTION 9.2.                                                  
|SECTION 9.3.                                                  
|SECTION 9.4.                                                  
|SECTION 9.5.                                                  
|SECTION 9.6.                                                  
|SECTION 9.7.                                                  
|SECTION 9.8.                                                  
|ARTICLE X                                                     
|MISCELLANEOUS PROVISIONS                                      
|SECTION 10.1.                                                 
|SECTION 10.2.                                                 
|SECTION 10.3.                                                 
|SECTION 10.4.                                                 
|SECTION 10.5.                                                 
|SECTION 10.6.                                                 
|SECTION 10.7.                                                 
|SECTION 10.8.                                                 
|SECTION 10.9.                                                 
|SECTION 10.10.                                                
|SECTION 10.11.                                                
|SECTION 10.12.                                                
|SECTION 10.13.                                                
|SECTION 10.14.                                                
|SECTION 10.15.                                                



|SCHEDULE I  | - Disclosure Schedule      |  | 
|----------- | -------------------------- |  | 
|SCHEDULE II | - Percentages              |  | 
|            |                            |  | 
|EXHIBIT A   | - Form of Issuance Request |  | 

REIMBURSEMENT AGREEMENT

THIS REIMBURSEMENT AGREEMENT, dated as of March 31, 2005, is among PPL ENERGY
  SUPPLY, LLC, a Delaware limited liability company (the "Account Party"),
  the financial institutions from time to time parties hereto (collectively, the
  "Lenders") and THE BANK OF NOVA SCOTIA ("Scotia Capital"),
  as an Issuer and as administrative agent (in such capacity, the "Administrative
  Agent").

W I T N E S S
  E T H:

WHEREAS, the Lenders are willing, on the terms and subject to the conditions
  hereinafter set forth, to extend the Letter of Credit Commitments; and

WHEREAS, the Issuer is willing, on the terms and subject to the conditions
  hereinafter set forth, to issue Letters of Credit for the account of the Account
  Party;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I
  DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1. Defined Terms. The following terms (whether or not underscored)
  when used in this Agreement, including its preamble and recitals, shall, except
  where the context otherwise requires, have the following meanings (such meanings
  to be equally applicable to the singular and plural forms thereof):

"Account Party" is defined in the preamble.

"Administrative Agent" is defined in the preamble and
  includes each other Person appointed as the successor Administrative Agent pursuant
  to Section 9.3.

"Agreement" means, on any date, this Reimbursement Agreement
  as originally in effect on the Effective Date and as thereafter from time to
  time amended, supplemented, amended and restated or otherwise modified from
  time to time and in effect on such date.

"Authorized Officer" means, relative to any Person, those
  of its officers, general partners or managing members (as applicable) whose
  signatures and incumbency shall have been certified to the Administrative Agent,
  the Lenders and the Issuer pursuant to Section 5.1.1.

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

"Base Rate" means, for any day, a rate per annum equal to
  the higher of (a) the Prime Rate for such day and (b) the sum of 0.50% plus
  the Federal Funds Rate for such day.

"Business Day" means any day which is neither a Saturday or
  Sunday nor a legal holiday on which banks are authorized or required to be closed
  in New York, New York.

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

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

"Capital Securities" means, with respect to any Person, all
  shares, interests, participations or other equivalents (however designated,
  whether voting or non-voting) of such Person's capital, whether now outstanding
  or issued after the Effective Date.

"Cash Collateralize" means, with respect to a Letter of Credit,
  the deposit of immediately available funds into a cash collateral account maintained
  with (or on behalf of) the Administrative Agent on terms satisfactory to the
  Administrative Agent in an amount equal to the Stated Amount of such Letter
  of Credit.

"CERCLA" means the Comprehensive Environmental Response, Compensation
  and Liability Act of 1980, as amended.

"CERCLIS" is defined in CERCLA.

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

"Code" means the Internal Revenue Code of 1986, and the regulations
  thereunder, in each case as amended, reformed or otherwise modified from time
  to time.

"Commitment Termination Date" means the earliest of

(a) 364 days from
  the Effective Date;

(b)the
  date on which the Letter of Credit Commitment Amount is terminated in full or
  reduced to zero pursuant to the terms of this Agreement; and

(c) the date on
  which any Commitment Termination Event occurs.

Upon the occurrence of any event described in the preceding clauses (c)
  or (d), the Letter of Credit Commitment shall terminate automatically
  and without any further action.

"Commitment Termination Event" means

(a) the occurrence
  of any Event of Default with respect to the Account Party described in Section
  8.1.9; or

(b) the occurrence
  and continuance of any other Event of Default and either (i) the declaration
  that all Letters of Credit be Cash Collateralized pursuant to Section 8.3,
  or (ii) the giving of notice by the Administrative Agent, acting at the direction
  of the Required Lenders, to the Account Party that the Letter of Credit Commitment
  has been terminated.

"Compliance Certificate" means a certificate duly completed
  and executed by an Authorized Officer of the Account Party, in form and substance
  satisfactory to the Administrative Agent.

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

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

"Credit Extension" means the issuance of any Letter of Credit,
  or the renewal or extension of any Stated Expiry Date of any existing Letter
  of Credit, by the Issuer.

"Credit Parties" means, collectively, the Lenders, the Issuer
  and the Administrative Agent, and each of their respective successors, transferees
  and assigns.

"Debt" of any Person means, without duplication, (i) all obligations
  of such Person for borrowed money, (ii) all obligations of such Person with
  respect to deposits or advances of any kind, (iii) all obligations of such Person
  evidenced by bonds, debentures, notes or similar instruments, (iv) all Guarantees
  by such Person of Debt of others, (v) all Capital Lease Obligations and Synthetic
  Leases of such Person, (vi) all obligations of such Person in respect of Interest
  Rate Protection Agreements, foreign currency exchange agreements or other interest
  or exchange rate hedging arrangements (the amount of any such obligation to
  be the net amount that would be payable upon the acceleration, termination or
  liquidation thereof), but only to the extent that such net obligations exceed
  $75,000,000 in the aggregate and (vii) all obligations of such Person as an
  account party in respect of letters of credit and bankers' acceptances; provided,
  however, that "Debt" of such Person does not include (a) obligations
  of such Person under any installment sale, conditional sale or title retention
  agreement or any other agreement relating to obligations for the deferred purchase
  price of property or services (b) obligations under agreements relating to the
  purchase and sale of any commodity, including any power sale or purchase agreements,
  any commodity hedge or derivative (regardless of whether any such transaction
  is a "financial" or physical transaction), (c) any trade obligations
  or other obligations of such Person incurred in the ordinary course of business
  or (d) obligations of such Person under any lease agreement (including any lease
  intended as security) that is not a Capital Lease or a Synthetic Lease.

"Default" means any Event of Default or any condition, occurrence
  or event which, after notice or lapse of time or both, would constitute an Event
  of Default.

"Disbursement" is defined in Section 2.3.2.

"Disbursement Date" is defined in Section 2.3.2.

"Disclosure Schedule" means the Disclosure Schedule attached
  hereto as Schedule I, as it may be amended, supplemented, amended and
  restated or otherwise modified from time to time by the Account Party with the
  written consent of the Required Lenders.

"Dollar" and the sign "$" mean lawful money
  of the United States.

"Effective Date" means the date this Agreement becomes effective
  pursuant to Section 10.8.

"Eligible Assignee" means any Person (other than a natural
  Person) agreed to by the Administrative Agent and the Issuer and (so long as
  no Default has occurred and is continuing) the Account Party.

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

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

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

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

"Event of Default" is defined in Section 8.1.

"Exemption Certificate" is defined in clause (e) of
  Section 4.2.

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

"fiscal year" means any period of twelve consecutive calendar
  months ending on December 31; references to a Fiscal Year with a number corresponding
  to any calendar year (e.g., the "2004 Fiscal Year") refer to
  the Fiscal Year ending on December 31 of such calendar year.

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

"F.R.S. Board" means the Board of Governors of the Federal
  Reserve System or any successor thereto.

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

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

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

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

"herein", "hereof", "hereto",
  "hereunder" and similar terms contained in any Loan Document
  refer to such Loan Document as a whole and not to any particular Section, paragraph
  or provision of such Loan Document.

"including" and "include" means including
  without limiting the generality of any description preceding such term, and,
  for purposes of each Loan Document, the parties hereto agree that the rule of
  ejusdem generis shall not be applicable to limit a general statement, which
  is followed by or referable to an enumeration of specific matters, to matters
  similar to the matters specifically mentioned.

"Incorporated Agreement" means the Five-Year Credit Agreement,
  dated as of June 22, 2004, among the Account Party, the lenders from time to
  time party thereto, Wachovia Bank, National Association, as administrative agent
  and issuing lender, certain financial institutions, as syndication agents, certain
  financial institutions, as lead arrangers, and certain financial institutions
  (including Scotia Capital), as documentation agents as in effect on the date
  hereof and without giving effect to any subsequent modification, supplement,
  amendment or waiver by the lenders under, or by other parties to, the Incorporated
  Agreement, unless the Required Lenders agrees in writing that such modification,
  supplement, amendment or waiver shall apply to such provisions or schedules
  incorporated herein.

"Indemnified Liabilities" is defined in Section 10.4.

"Indemnified Parties" is defined in Section 10.4.

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

"ISP Rules" is defined in Section 10.9.

"Issuance Request" means a request and certificate, duly executed
  by an Authorized Officer of the Account Party, to issue a Letter of Credit substantially
  in the form of Exhibit A hereto.

"Issuer" means Scotia Capital in its capacity as Issuer of
  the Letters of Credit. At the request of Scotia Capital and with the Account
  Party's consent (not to be unreasonably withheld), another Lender or an Affiliate
  of Scotia Capital may issue one or more Letters of Credit hereunder so long
  as such Lender or Affiliate is a commercial bank or trust company organized
  under the laws of the United States (or any state or political subdivision thereof)
  or a foreign commercial bank or trust company with a United States branch having
  (a) a capital and surplus of at least $1,000,000,000 and (b) a long-term senior
  unsecured debt rating of at least (i) A3 from Moody's and A- from S&P, if
  such entity is rated by both Moody's and S&P or (b) A3 from Moody's or A-
  from S&P, if such entity is rated by either Moody's or S&P but not both.

"LC Percentage" means, relative to any Lender, the applicable
  percentage relating to Letters of Credit set forth opposite its name on Schedule
  II hereto under the Letter of Credit Commitment column or set forth in an
  Assignment Agreement under the Letter of Credit Commitment column, as such percentage
  may be adjusted from time to time pursuant to Assignment Agreements executed
  by such Lender and its Assignee Lender and delivered pursuant to Section
  10.11.

"Lender's Environmental Liability" means any and all losses,
  liabilities, obligations, penalties, claims, litigation, demands, defenses,
  costs, judgments, suits, proceedings, damages (including consequential damages),
  disbursements or expenses of any kind or nature whatsoever (including reasonable
  attorneys' fees at trial and appellate levels and experts' fees and disbursements
  and expenses incurred in investigating, defending against or prosecuting any
  litigation, claim or proceeding) which may at any time be imposed upon, incurred
  by or asserted or awarded against the Administrative Agent, any Lender, the
  Issuer or any of such Person's Affiliates, shareholders, directors, officers,
  employees, and agents in connection with or arising from:

(a) any Hazardous
  Substance on, in, under or affecting all or any portion of any property of the
  Account Party or any of its Subsidiaries, the groundwater thereunder, or any
  surrounding areas thereof to the extent caused by releases from the Account
  Party's or any of its Subsidiaries' or any of their respective predecessors'
  properties;

(b) any misrepresentation,
  inaccuracy or breach of any warranty, contained or referred to in Section
  6.14;

(c) any violation
  or claim of violation by the Account Party or any of its Subsidiaries of any
  Environmental Laws; or

(d) the imposition
  of any lien for damages caused by or the recovery of any costs for the cleanup,
  release or threatened release of Hazardous Substance by the Account Party or
  any of its Subsidiaries, or in connection with any property owned or formerly
  owned by the Account Party or any of its Subsidiaries.

"Lenders" is defined in the preamble.

"Letter of Credit" is defined in Section 2.1.

"Letter of Credit Commitment" means the Issuer's obligation
  to issue Letters of Credit pursuant to Section 2.1.

"Letter of Credit Commitment Amount" means, on any date, a
  maximum amount of $200,000,000.

"Letter of Credit Outstandings" means, on any date, an amount
  equal to the sum of (i) the then aggregate amount which is undrawn and available
  under all issued and outstanding Letters of Credit, and (ii) the then aggregate
  amount of all unpaid and outstanding Reimbursement Obligations.

"Loan Documents" means, collectively, this Agreement, the
  Letters of Credit and each other agreement, certificate, document or instrument
  delivered by the Account Party in connection with any Loan Document, whether
  or not specifically mentioned herein or therein.

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

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

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

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

"Moody's" means Moody's Investors Service, Inc.

"Non-Excluded Taxes" means any Taxes other than net income
  and franchise Taxes imposed with respect to any Secured Party by any Governmental
  Authority under the laws of which such Secured Party is organized or in which
  it maintains its applicable lending office.

"Non-U.S. Lender" means any Lender that is not a "United
  States person", as defined under Section 7701(a)(30) of the Code.

"Obligations" means all obligations (monetary or otherwise,
  whether absolute or contingent, matured or unmatured) of the Account Party arising
  under or in connection with a Loan Document, including Reimbursement Obligations.

"Organic Document" means, relative to the Account Party, its
  certificate of formation and limited liability company agreement.

"Other Taxes" means any and all stamp, documentary or similar
  Taxes, or any other excise or property Taxes or similar levies that arise on
  account of any payment made or required to be made under any Loan Document or
  from the execution, delivery, registration, recording or enforcement of any
  Loan Document.

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

"Participant" is defined in clause (e) of Section
  10.11.

"Person" means any natural person, corporation, limited liability
  company, partnership, joint venture, association, trust or unincorporated organization,
  Governmental Authority or any other legal entity, whether acting in an individual,
  fiduciary or other capacity.

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

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

"Prime Rate" means the rate of interest then most recently
  established by the Administrative Agent in New York (and transmitted to the
  Borrower) as its base rate for Dollars loaned in the United States. The Prime
  Rate is not necessarily intended to be the lowest rate of interest determined
  by the Administrative Agent in connection with extensions of credit.

"Quarterly Payment Date" means the last day of March, June,
  September and December, or, if any such day is not a Business Day, the next
  succeeding Business Day.

"Register" is defined in Section 2.4.

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

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

"Reimbursement Obligation" is defined in Section 2.3.3.

"Release" means a "release", as such term
  is defined in CERCLA.

"Replacement Lender" is defined in clause (h) of Section
  10.11.

"Required Lenders" means, at any time, Lenders holding more
  than 50% of the Total Exposure Amount.

"Restricted Subsidiary" means each Subsidiary listed on Schedule
  5.12 of the Incorporated Agreement; provided, that, each Restricted Subsidiary
  shall be a direct Wholly-Owned Subsidiary of the Account Party or a direct Wholly-Owned
  Subsidiary of a Restricted Subsidiary.

"S&P" means Standard & Poor's Rating Services, a division
  of The McGraw-Hill Companies, Inc.

"Scotia Capital" is defined in the preamble.

"SEC" means the Securities and Exchange Commission.

"Stated Amount" means, on any date and with respect to a particular
  Letter of Credit, the total amount then available to be drawn under such Letter
  of Credit.

"Stated Expiry Date" is defined in Section 2.1.

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

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

"Taxes" means all income, stamp or other taxes, duties, levies,
  imposts, charges, assessments, fees, deductions or withholdings, now or hereafter
  imposed, levied, collected, withheld or assessed by any Governmental Authority,
  and all interest, penalties or similar liabilities with respect thereto.

"Termination Date" means the date on which all Obligations
  have been paid in full in cash, all Letters of Credit have been terminated or
  expired (or been Cash Collateralized) and the Letter of Credit Commitment shall
  have terminated.

"Total Exposure Amount" means, on any date of determination
  (and without duplication), the aggregate amount of all Letter of Credit Outstandings
  and the unused amount of the Letter of Credit Commitment.

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

"United States" or "U.S." means the United
  States of America, its fifty states and the District of Columbia.

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

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

SECTION 1.2. Use of Defined Terms. Unless otherwise defined or the context
  otherwise requires, terms for which meanings are provided in this Agreement
  shall have such meanings when used in each other Loan Document and the Disclosure
  Schedule.

SECTION 1.3. Cross-References. Unless otherwise specified, references
  in a Loan Document to any Article or Section are references to such Article
  or Section of such Loan Document, and references in any Article, Section or
  definition to any clause are references to such clause of such Article, Section
  or definition.

SECTION 1.4. Accounting and Financial Determinations. Unless otherwise
  specified, all accounting terms used in each Loan Document shall be interpreted,
  and all accounting determinations and computations thereunder shall be made
  and all financial statements required to be delivered thereunder shall be prepared
  in accordance with GAAP as in effect from time to time, applied on a basis consistent
  (except for changes concurred in by the Account Party's independent public accountants)
  with the audited consolidated financial statements of the Account Party most
  recently delivered to the Lenders; provided that, if the Account Party
  notifies the Administrative Agent that the Account Party wishes to amend any
  covenant in Article VII to eliminate the effect of any change in GAAP
  on the operation of such covenant (or if the Administrative Agent notifies the
  Account Party that the Required Lenders wish to amend any covenant in Article
  VII for such purpose), then the Account Party's compliance with such covenant
  shall be determined on the basis of GAAP in effect immediately before the relevant
  change in GAAP became effective, until either such notice is withdrawn or such
  covenant is amended in a manner satisfactory to the Account Party and the Required
  Lenders.

SECTION 1.5. Incorporation by Reference to Incorporated Agreement. The
  following rules of construction shall apply:

(a) Terms defined
  in the Incorporated Agreement and used in the provisions incorporated herein,
  unless otherwise defined herein or the context otherwise requires, shall have
  the definitions set forth in Section 1.01 of the Incorporated Agreement, and
  such definitions are hereby incorporated herein by reference, mutatis
  mutandis, and will be deemed to be and to continue in effect for the
  benefit of the Administrative Agent, the Lenders and the Issuer whether or not
  the Incorporated Agreement remains outstanding or in effect; provided,
  that any such definitions so incorporated shall be incorporated as of the date
  hereof and shall not be subject to any subsequent modification, supplement,
  amendment or waiver by the lenders under or other parties to the Incorporated
  Agreement, unless the Required Lenders agrees in writing that such modification,
  supplement, amendment or waiver shall apply to such definitions incorporated
  herein.

(b) In addition,
  the parties hereto agree that, for the purposes of Article VII, references
  to terms in the Incorporated Agreement to "the Borrower" shall be
  a reference to the Account Party, "this Agreement" or "the Loan
  Document(s)" shall be a reference to this Reimbursement Agreement and the
  Loan Documents hereunder, "the Lenders" or the "Administrative
  Agent" shall be a reference to the Administrative Agent and Lenders under
  this Agreement, references to the "Issuing Lender" shall be a reference
  to the Issuer under this Agreement and a "Default" or "Event
  of Default" shall be a reference to a Default or Event of Default under
  this Agreement.

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

ARTICLE II
  COMMITMENTS, ISSUANCE
  PROCEDURES AND LETTERS OF CREDIT

SECTION 2.1. Letter of Credit Commitment. From time to time on any Business
  Day occurring from the Effective Date to (but excluding) five Business Days
  prior to the date set forth in clause (b) of the definition of Commitment
  Termination Date, the Issuer agrees that it will:

(a) issue one or
  more standby letters of credit (the "Letter of Credit") for
  the account of the Account Party in the Stated Amount requested by the Account
  Party on such day including, on the Effective Date, issue each Letter of Credit
  in place of each Existing Letter of Credit; or

(b) extend the
  Stated Expiry Date of an existing standby Letter of Credit previously issued
  hereunder as requested by the Account Party.

No Letter of Credit shall be stated to expire (the "Stated Expiry Date")
  beyond the earlier of (i) the date five days prior to the date set forth in
  clause (b) of the definition of Commitment Termination Date and (ii)
  one year from the date of such extension. The Issuer shall not be permitted
  or required to issue any Letter of Credit if, after giving effect thereto, the
  aggregate amount of all Letter of Credit Outstandings would exceed the Letter
  of Credit Commitment Amount.

SECTION 2.2. Reduction of the Letter of Credit Commitment Amount. The
  Letter of Credit Commitment Amount will, without any further action, automatically
  and permanently be reduced upon the occurrence of the Commitment Termination
  Date.

SECTION 2.3. Issuance Procedures. By delivering to the Administrative
  Agent an Issuance Request on or before 12:00 noon on a Business Day, the Account
  Party may from time to time irrevocably request on not less than three nor more
  than ten Business Days' notice, in the case of an initial issuance of a Letter
  of Credit and not less than three Business Days' prior notice, in the case of
  a request for the renewal or extension of the Stated Expiry Date of a standby
  Letter of Credit (in each case, unless a shorter notice period is agreed to
  by the Issuer, in its sole discretion), that the Issuer issue, or renew or extend
  the Stated Expiry Date of, a Letter of Credit in such form as may be requested
  by the Account Party and approved by the Issuer for general limited liability
  company purposes; provided, however, the Issuer agrees that it
  will (a) issue a Letter of Credit the next Business Day so long as (i) the Issuance
  Request is received by the Administrative Agent prior to 12:00 noon on the Business
  Day before the proposed issuance of such Letter of Credit and (ii) the form
  of such Letter of Credit has either been previously reviewed and accepted by
  the Issuer and (b) amend or otherwise modify a Letter of Credit on the same
  Business Day the applicable Issuance Request is received so long as (i) the
  Issuance Request is received by the Administrative Agent prior to 12:00 noon
  on the Business Day of the proposed amendment or modification of such Letter
  of Credit and (ii) such amendments or modifications are limited to an increase
  or decrease in the Stated Amount of such Letter of Credit or an extension of
  the Stated Expiry Date of such Letter of Credit. Notwithstanding the foregoing,
  in the event that the Account Party requests that the Issuer issue a Letter
  of Credit in a form that it has not had the opportunity to review or approve,
  the Issuer agrees it will issue such Letter of Credit one Business Day after
  the form of the Letter of Credit has been finalized among the Issuer, the Account
  Party and the beneficiary and is in form satisfactory to each of them. The Issuer
  will make available to the beneficiary thereof the original of the Letter of
  Credit which it issues and a copy to the Account Party.

SECTION 2.3.1. Other Lenders Participation. Upon the issuance of each
  Letter of Credit, and without further action, each Lender (other than the Issuer)
  shall be deemed to have irrevocably purchased, to the extent of its LC Percentage,
  a participation interest in such Letter of Credit (including the contingent
  liability and any Reimbursement Obligation with respect thereto), and such Lender
  shall, to the extent of its LC Percentage, be responsible (within one Business
  Day following notice to it) for reimbursing the Issuer for Reimbursement Obligations
  which have not been reimbursed by the Account Party in accordance with Section
  2.3.3 (with the terms of this Section surviving the termination of this
  Agreement). In addition, such Lender shall, to the extent of its LC Percentage,
  be entitled to receive a ratable portion of the Letter of Credit fee payable
  pursuant to Section 3.2.2 with respect to each Letter of Credit and of
  interest payable pursuant to Section 3.1 with respect to any Reimbursement
  Obligation. To the extent that any Lender has reimbursed the Issuer for a Disbursement,
  such Lender shall be entitled to receive its ratable portion of any amounts
  subsequently received (from the Account Party or otherwise) in respect of such
  Disbursement.

SECTION 2.3.2. Disbursements. The Issuer or the Administrative Agent
  will notify the Account Party promptly of the presentment for payment of any
  Letter of Credit issued by the Issuer, together with notice of the date (the
  "Disbursement Date") such payment shall be made (each such
  payment, a "Disbursement"). Subject to the terms and provisions
  of such Letter of Credit and this Agreement, the Issuer shall make such payment
  to the beneficiary (or its designee) of such Letter of Credit. Prior to 3:00
  p.m. on the first Business Day following the later of the Account Party's receipt
  of notice of a Disbursement or the Disbursement Date, the Account Party will
  reimburse the Administrative Agent, for the account of the Issuer, for all amounts
  which the Issuer has disbursed under such Letter of Credit, together with interest
  thereon at a rate per annum equal to the Base Rate for the period from the later
  of the Account Party's receipt of notice of a Disbursement or the Disbursement
  Date through the date of such reimbursement. Without limiting in any way the
  foregoing and notwithstanding anything to the contrary contained herein or in
  any separate application for any Letter of Credit, the Account Party hereby
  acknowledges and agrees that it shall be obligated to reimburse the Issuer upon
  each Disbursement of a Letter of Credit.

SECTION 2.3.3. Reimbursement. The obligation (a "Reimbursement
  Obligation") of the Account Party under Section 2.3.2 to reimburse
  the Issuer with respect to each Disbursement (including interest thereon), and,
  upon the failure of the Account Party to reimburse the Issuer, each Lender's
  obligation under Section 2.3.1 to reimburse the Issuer, shall be absolute
  and unconditional under any and all circumstances and irrespective of any setoff,
  counterclaim or defense to payment which the Account Party or such Lender, as
  the case may be, may have or have had against the Issuer or any Lender, including
  any defense based upon the failure of any Disbursement to conform to the terms
  of the applicable Letter of Credit (if, in the Issuer's good faith opinion,
  such Disbursement is determined to be appropriate) or any non-application or
  misapplication by the beneficiary of the proceeds of such Letter of Credit;
  provided that, after paying in full its Reimbursement Obligation hereunder,
  nothing herein shall adversely affect the right of the Account Party or such
  Lender, as the case may be, to commence any proceeding against the Issuer for
  any wrongful Disbursement made by the Issuer under a Letter of Credit as a result
  of acts or omissions constituting gross negligence or willful misconduct on
  the part of the Issuer.

SECTION 2.3.4. Deemed Disbursements. Upon the occurrence and during
  the continuation of any Default under Section 8.1.9 or upon notification
  by the Administrative Agent (acting at the direction of the Required Lenders)
  to the Account Party of its obligations under this Section following the occurrence
  and during the continuation of any other Event of Default,

(a) the aggregate
  Stated Amount of all Letters of Credit shall, without demand upon or notice
  to the Account Party or any other Person, be deemed to have been paid or disbursed
  by the Issuer of such Letters of Credit (notwithstanding that such amount may
  not in fact have been paid or disbursed); and

(b) the Account
  Party shall be immediately obligated to reimburse the Issuer for the amount
  deemed to have been so paid or disbursed by the Issuer.

Amounts payable by the Account Party pursuant to this Section shall be deposited
  in immediately available funds with the Administrative Agent and held as collateral
  security for the Reimbursement Obligations. When all Defaults giving rise to
  the deemed disbursements under this Section have been cured or waived the Administrative
  Agent shall return to the Account Party all amounts then on deposit with the
  Administrative Agent pursuant to this Section which have not been applied to
  the satisfaction of the Reimbursement Obligations

SECTION 2.3.5. Nature of Reimbursement Obligations. The Account Party
  and, to the extent set forth in Section 2.3.1, each Lender shall assume
  all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary
  thereof. The Issuer (except to the extent of its own gross negligence or willful
  misconduct) shall not be responsible for:

(a) the form, validity,
  sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or
  any document submitted by any party in connection with the application for and
  issuance of a Letter of Credit, even if it should in fact prove to be in any
  or all respects invalid, insufficient, inaccurate, fraudulent or forged;

(b) the form, validity,
  sufficiency, accuracy, genuineness or legal effect of any instrument transferring
  or assigning or purporting to transfer or assign a Letter of Credit or the rights
  or benefits thereunder or the proceeds thereof in whole or in part, which may
  prove to be invalid or ineffective for any reason;

(c) the failure of the beneficiary to comply fully with conditions required
  in order to demand payment under a Letter of Credit;

(d) errors, omissions,
  interruptions or delays in transmission or delivery of any messages, by mail,
  cable, telegraph, telex or otherwise; or

(e) any loss or
  delay in the transmission or otherwise of any document or draft required in
  order to make a Disbursement under a Letter of Credit.

None of the foregoing shall affect, impair or prevent the vesting of any of
  the rights or powers granted to the Issuer or any Lender hereunder. In furtherance
  and not in limitation or derogation of any of the foregoing, any action taken
  or omitted to be taken by the Issuer in good faith (and not constituting gross
  negligence or willful misconduct) shall be binding upon the Account Party and
  each such Credit Party, and shall not put the Issuer under any resulting liability
  to the Account Party or any Credit Party, as the case may be.

SECTION 2.4. Register. The Account Party hereby designates the Administrative
  Agent to serve as the Account Party's agent, solely for the purpose of this
  clause, to maintain a register (the "Register") on which the
  Administrative Agent will record each Lender's LC Percentage, annexed to which
  the Administrative Agent shall retain a copy of each Assignment Agreement delivered
  to the Administrative Agent pursuant to Section 10.11. Failure to make
  any recordation, or any error in such recordation, shall not affect the Account
  Party's Obligations. The entries in the Register shall be conclusive, in the
  absence of manifest error, and the Account Party, the Administrative Agent and
  the Lenders shall treat each Person in whose name a LC Percentage is registered
  as the owner thereof for the purposes of all Loan Documents, notwithstanding
  notice or any provision herein to the contrary. Any assignment or transfer of
  a Lender of its rights and obligations shall be registered in the Register only
  upon delivery to the Administrative Agent of a Assignment Agreement that has
  been executed by the requisite parties pursuant to Section 10.11. No
  assignment or transfer of a Lender's rights and obligations shall be effective
  unless such assignment or transfer shall have been recorded in the Register
  by the Administrative Agent as provided in this Section

ARTICLE III
  INTEREST AND FEES

SECTION 3.1. Post-Maturity Rates. After the date any Reimbursement Obligation
  is due and payable (whether upon acceleration or otherwise), or after any other
  monetary Obligation of the Account Party shall have become due and payable,
  the Account Party shall pay on demand, but only to the extent permitted by law,
  interest (after as well as before judgment) on such amounts at a rate per annum
  equal to the Base Rate plus 2% per annum.

SECTION 3.2. Fees. The Account Party agrees to pay the fees set forth
  below. All such fees shall be non-refundable.

SECTION 3.2.1. Commitment Fee. The Account Party agrees to pay to the
  Administrative Agent for the account of each Lender (based on its LC Percentage),
  for the period (including any portion thereof when any of the Letter of Credit
  Commitment is suspended by reason of the Account Party's inability to satisfy
  any condition of Article V) commencing on the Effective Date and continuing
  through the Commitment Termination Date, a commitment fee equal to 0.15% per
  annum, multiplied by the sum of the average daily unused portion of the Letter
  of Credit Commitment Amount (net of Letter of Credit Outstandings). All commitment
  fees payable pursuant to this Section shall be payable by the Account Party
  in arrears on each Quarterly Payment Date, commencing with the first Quarterly
  Payment Date following the Effective Date, and on the Commitment Termination
  Date.

SECTION 3.2.2. Letter of Credit Fee. The Account Party agrees to pay
  to the Administrative Agent, for the account of each Lender (based on its LC
  Percentage), a Letter of Credit fee equal to 0.50% per annum, multiplied by
  the Stated Amount of each such Letter of Credit, such fees being payable quarterly
  in arrears on each Quarterly Payment Date following the date of issuance of
  each Letter of Credit and on the Commitment Termination Date. The Account Party
  also agrees to pay to the Issuer an issuance fee of $100 for each Letter of
  Credit issued such fee being paid on the date of such issuance.

ARTICLE IV
  INCREASED COSTS AND OTHER PROVISIONS

SECTION 4.1. Increased Capital Costs. If any change in, or the introduction,
  adoption, effectiveness, interpretation, reinterpretation or phase-in of, any
  law or regulation, directive, guideline, decision or request (whether or not
  having the force of law) of any Governmental Authority affects or would affect
  the amount of capital required or expected to be maintained by any Credit Party
  or any Person controlling such Credit Party, and such Credit Party determines
  (in good faith but in its sole and absolute discretion) that the rate of return
  on its or such controlling Person's capital as a consequence of the Letter of
  Credit Commitment, or the Letters of Credit participated in, by such Credit
  Party is reduced to a level below that which such Credit Party or such controlling
  Person could have achieved but for the occurrence of any such circumstance,
  then upon notice from time to time by such Credit Party to the Account Party,
  the Account Party shall within fifteen days following receipt of such notice
  pay directly to such Credit Party additional amounts sufficient to compensate
  such Credit Party or such controlling Person for such reduction in rate of return,
  solely to the extent that any such additional amounts were incurred by such
  Credit Party or such controlling Person within 90 days of such demand. Each
  Credit Party will promptly notify the Account Party and the Administrative Agent
  of any event of which it has knowledge, occurring after the date hereof, that
  will entitle such Credit Party to compensation pursuant to this Section 4.1
  and will designate a different lending office if such designation will avoid
  the need for, or reduce the amount of, such compensation and will not, in the
  judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate
  of any Lender claiming compensation under this Section and setting forth in
  reasonable detail the additional amount or amounts to be paid to it hereunder
  shall be conclusive in the absence of manifest error. In determining such amount,
  such Credit Party may use any reasonable averaging and attribution methods.

SECTION 4.2. Taxes. The Account Party covenants and agrees as follows
  with respect to Taxes.

(a) Any and all
  payments by the Account Party under each Loan Document shall be made without
  setoff, counterclaim or other defense, and free and clear of, and without deduction
  or withholding for or on account of, any Taxes. In the event that any Taxes
  are imposed and required to be deducted or withheld from any payment required
  to be made by the Account Party to or on behalf of any Credit Party under any
  Loan Document, then:

(i)
  subject to clause (f), if such Taxes are Non-Excluded Taxes, the amount
  of such payment shall be increased as may be necessary so that such payment
  is made, after withholding or deduction for or on account of such Taxes, in
  an amount that is not less than the amount provided for in such Loan Document;
  and

(ii)
  the Account Party shall withhold the full amount of such Taxes from such payment
  (as increased pursuant to clause (a)(i)) and shall pay such amount to
  the Governmental Authority imposing such Taxes in accordance with applicable
  law.

(b) In addition,
  the Account Party shall pay all Other Taxes imposed to the relevant Governmental
  Authority imposing such Other Taxes in accordance with applicable law.

(c) As promptly
  as practicable after the payment of any Taxes or Other Taxes, and in any event
  within 45 days of any such payment being due, the Account Party shall furnish
  to the Administrative Agent a copy of an official receipt (or a certified copy
  thereof) evidencing the payment of such Taxes or Other Taxes. The Administrative
  Agent shall make copies thereof available to any Lender upon request therefor.

(d) Subject to
  clause (f), the Account Party shall indemnify each Credit Party for any
  Non-Excluded Taxes and Other Taxes levied, imposed or assessed on (and whether
  or not paid directly by) such Credit Party whether or not such Non-Excluded
  Taxes or Other Taxes are correctly or legally asserted by the relevant Governmental
  Authority. Promptly upon having knowledge that any such Non-Excluded Taxes or
  Other Taxes have been levied, imposed or assessed, and promptly upon notice
  thereof by any Credit Party, the Account Party shall pay such Non-Excluded Taxes
  or Other Taxes directly to the relevant Governmental Authority (provided
  that, no Credit Party shall be under any obligation to provide any such notice
  to the Account Party). In addition, the Account Party shall indemnify each Credit
  Party for any incremental Taxes that may become payable by such Credit Party
  as a result of any failure of the Account Party to pay any Taxes when due to
  the appropriate Governmental Authority or to deliver to the Administrative Agent,
  pursuant to clause (c), documentation evidencing the payment of Taxes
  or Other Taxes. With respect to indemnification for Non-Excluded Taxes and Other
  Taxes actually paid by any Credit Party or the indemnification provided in the
  immediately preceding sentence, such indemnification shall be made within 30
  days after the date such Credit Party makes written demand therefor. The Account
  Party acknowledges that any payment made to any Credit Party or to any Governmental
  Authority in respect of the indemnification obligations of the Account Party
  provided in this clause shall constitute a payment in respect of which the provisions
  of clause (a) and this clause shall apply.

(e) Each Non-U.S.
  Lender, on or prior to the date on which such Non-U.S. Lender becomes a Lender
  hereunder (and from time to time thereafter upon the request of the Account
  Party or the Administrative Agent, but only for so long as such non-U.S. Lender
  is legally entitled to do so), shall deliver to the Account Party and the Administrative
  Agent either (i) two duly completed copies of either (x) Internal Revenue Service
  Form W-8BEN claiming eligibility of the Non-U.S. Lender for benefits of an income
  tax treaty to which the United States is a party or (y) Internal Revenue Service
  Form W-8ECI, or in either case an applicable successor form; or (ii) in the
  case of a Non-U.S. Lender that is not legally entitled to deliver either form
  listed in clause (e)(i), (x) a certificate to the effect that such Non-U.S.
  Lender is not (A) a "bank" within the meaning of Section 881(c)(3)(A)
  of the Code, (B) a "10 percent shareholder" of the Account Party within
  the meaning of Section 881(c)(3)(B) of the Code, or (C) a controlled foreign
  corporation receiving interest from a related person within the meaning of Section
  881(c)(3)(C) of the Code (referred to as an "Exemption Certificate")
  and (y) two duly completed copies of Internal Revenue Service Form W-8BEN or
  applicable successor form.

(f) The Account
  Party shall not be obligated to pay any additional amounts to any Lender pursuant
  to clause (a)(i), or to indemnify any Lender pursuant to clause (d),
  in respect of United States federal withholding taxes to the extent imposed
  as a result of (i) the failure of such Lender to deliver to the Account Party
  the form or forms and/or an Exemption Certificate, as applicable to such Lender,
  pursuant to clause (e), (ii) such form or forms and/or Exemption Certificate
  not establishing a complete exemption from U.S. federal withholding tax or the
  information or certifications made therein by the Lender being untrue or inaccurate
  on the date delivered in any material respect, or (iii) the Lender designating
  a successor lending office at which it maintains its Letter of Credit Commitment
  or rights and obligations hereunder which has the effect of causing such Lender
  to become obligated for tax payments in excess of those in effect immediately
  prior to such designation; provided that, the Account Party shall be
  obligated to pay additional amounts to any such Lender pursuant to clause
  (a)(i), and to indemnify any such Lender pursuant to clause (d),
  in respect of United States federal withholding taxes if (i) any such failure
  to deliver a form or forms or an Exemption Certificate or the failure of such
  form or forms or Exemption Certificate to establish a complete exemption from
  U.S. federal withholding tax or inaccuracy or untruth contained therein resulted
  from a change in any applicable statute, treaty, regulation or other applicable
  law or any interpretation of any of the foregoing occurring after the Effective
  Date, which change rendered such Lender no longer legally entitled to deliver
  such form or forms or Exemption Certificate or otherwise ineligible for a complete
  exemption from U.S. federal withholding tax, or rendered the information or
  certifications made in such form or forms or Exemption Certificate untrue or
  inaccurate in a material respect, (ii) the redesignation of the Lender's lending
  office was made at the request of the Account Party or (iii) the obligation
  to pay any additional amounts to any such Lender pursuant to clause (a)(i)
  or to indemnify any such Lender pursuant to clause (d) is with respect
  to an Assignee Lender that becomes an Assignee Lender as a result of an assignment
  made at the request of the Account Party.

(g) In the event
  that a Credit Party receives an indemnification payment pursuant to clause
  (d) above and the Account Party makes a written request to the Credit Party
  for its cooperation, the relevant Credit Party shall cooperate with the Account
  Party in challenging such Non-Excluded Taxes or Other Taxes, provided
  that (i) the Credit Party reasonably determines in good faith that it will not
  suffer any adverse effect as a result thereof, (ii) all costs of such challenge
  are for the account of the Account Party, and (iii) the Account Party delivers
  to the Credit Party an opinion of counsel reasonably satisfactory to the Credit
  Party to the effect that there is substantial authority (within the meaning
  of Code section 6662(d)(2)(B)(i)) to prevail on such refund claim.

SECTION 4.3. Payments, Computations. Unless otherwise expressly provided
  in a Loan Document, all payments by the Account Party pursuant to each Loan
  Document shall be made by the Account Party to the Administrative Agent for
  the account of the Credit Parties entitled to receive such payment. All payments
  shall be made without setoff, deduction or counterclaim not later than 3:00
  p.m. on the date due in same day or immediately available funds to such account
  as the Administrative Agent shall specify from time to time by notice to the
  Account Party. Funds received after that time shall be deemed to have been received
  by the Administrative Agent on the next succeeding Business Day. The Administrative
  Agent shall promptly remit in same day funds to each Credit Party its share,
  if any, of such payments received by the Administrative Agent for the account
  of such Credit Party. All interest and fees shall be computed on the basis of
  the actual number of days (including the first day but excluding the last day)
  occurring during the period for which such interest or fee is payable over a
  year comprised of 360 days. Payments due on other than a Business Day shall
  (except as otherwise required by clause (c) of the definition of "Interest
  Period") be made on the next succeeding Business Day and such extension
  of time shall be included in computing interest and fees in connection with
  that payment.

(b) All amounts
  received as a result of the exercise of remedies under the Loan Documents or
  under applicable law shall be applied upon receipt to the Obligations as follows:
  (i) first, to the payment of all Obligations owing to the Administrative Agent,
  in its capacity as the Administrative Agent (including the fees and expenses
  of counsel to the Administrative Agent), (ii) second, after payment in full
  in cash of the amounts specified in clause (b)(i), to the ratable payment
  of all interest (including interest accruing after the commencement of a proceeding
  in bankruptcy, insolvency or similar law, whether or not permitted as a claim
  under such law) and fees owing under the Loan Documents, and all costs and expenses
  owing to the Credit Parties pursuant to the terms of the Loan Documents, until
  paid in full in cash, (iii) third, after payment in full in cash of the amounts
  specified in clauses (b)(i) and (b)(ii), to the ratable payment
  of the aggregate Reimbursement Obligations then owing and Cash Collateralize
  contingent liabilities under Letter of Credit Outstandings, (iv) fourth, after
  payment in full in cash of the amounts specified in clauses (b)(i) through
  (b)(iii), to the ratable payment of all other Obligations owing to the
  Credit Parties, and (v) fifth, after payment in full in cash of the amounts
  specified in clauses (b)(i) through (b)(iv), and following the
  Termination Date, to the Account Party or any other Person lawfully entitled
  to receive such surplus.

SECTION 4.4. Sharing of Payments. If any Credit Party shall obtain any
  payment or other recovery (whether voluntary, involuntary, by application of
  setoff or otherwise) on account of any Credit Extension or Reimbursement Obligation
  (other than pursuant to the terms of Sections 4.1 or 4.2) in excess
  of its pro rata share of payments obtained by all Credit Parties,
  such Credit Party shall purchase from the other Credit Parties such participations
  in Credit Extensions made by them as shall be necessary to cause such purchasing
  Credit Party to share the excess payment or other recovery ratably (to the extent
  such other Credit Parties were entitled to receive a portion of such payment
  or recovery) with each of them; provided that, if all or any portion
  of the excess payment or other recovery is thereafter recovered from such purchasing
  Credit Party, the purchase shall be rescinded and each Credit Party which has
  sold a participation to the purchasing Credit Party shall repay to the purchasing
  Credit Party the purchase price to the ratable extent of such recovery together
  with an amount equal to such selling Credit Party's ratable share (according
  to the proportion of (a) the amount of such selling Credit Party's required
  repayment to the purchasing Credit Party to (b) total amount so recovered
  from the purchasing Credit Party) of any interest or other amount paid or payable
  by the purchasing Credit Party in respect of the total amount so recovered.
  The Account Party agrees that any Credit Party purchasing a participation from
  another Credit Party pursuant to this Section may, to the fullest extent permitted
  by law, exercise all its rights of payment (including pursuant to Section
  4.5) with respect to such participation as fully as if such Credit Party
  were the direct creditor of the Account Party in the amount of such participation.
  If under any applicable bankruptcy, insolvency or other similar law any Credit
  Party receives a secured claim in lieu of a setoff to which this Section applies,
  such Credit Party shall, to the extent practicable, exercise its rights in respect
  of such secured claim in a manner consistent with the rights of the Credit Parties
  entitled under this Section to share in the benefits of any recovery on such
  secured claim

SECTION 4.5. Setoff. Each Credit Party shall, upon the occurrence and
  during the continuance of any Default described in Section 8.1.9 or,
  with the consent of the Required Lender, upon the occurrence and during the
  continuance of any other Event of Default, have the right to appropriate and
  apply to the payment of the Obligations owing to it (whether or not then due).
  Each Credit Party agrees promptly to notify the Account Party and the Administrative
  Agent after any such appropriation and application made by such Credit Party;
  provided that, the failure to give such notice shall not affect the validity
  of such setoff and application. The rights of each Credit Party under this Section
  are in addition to other rights and remedies (including other rights of setoff
  under applicable law or otherwise) which such Credit Party may have.

ARTICLE V
  CONDITIONS TO CREDIT EXTENSIONS

SECTION 5.1. Initial Credit Extension. The obligations of the Lenders
  to make the initial Credit Extension (or participate therein) shall be subject
  to the prior or concurrent satisfaction of each of the conditions precedent
  set forth in this Article.

SECTION 5.1.1. Resolutions, etc. The Administrative Agent shall have
  received from the Account Party (i) a copy of a good standing certificate, dated
  a date reasonably close to the Effective Date and (ii) a certificate, dated
  as of the date hereof, duly executed and delivered by any vice president, the
  controller, the treasurer, the assistant treasurer, secretary or assistant secretary
  of the Account Party as to

(a) resolutions
  of the Account Party's Board of Managers then in full force and effect authorizing
  the execution, delivery and performance of each Loan Document to be executed
  by the Account Party and the transactions contemplated hereby and thereby;

(b) the incumbency
  and signatures of those of its officers authorized to act with respect to each
  Loan Document to be executed by the Account Party; and

(c) the full force
  and validity of each Organic Document of the Account Party and copies thereof;

upon which certificates each Credit Party may conclusively rely until it shall
  have received a further certificate of any such officer of the Account Party
  canceling or amending such prior certificate.

SECTION 5.1.2. Financial Information, etc. The Administrative Agent
  shall have received an audited consolidated balance sheet of the Account Party
  and its Subsidiaries, as of December 31, 2004, certified by the principal financial
  or accounting officer of the Account Party, which shall be satisfactory to the
  Administrative Agent.

SECTION 5.1.3. Compliance Certificate. The Administrative Agent shall
  have received a Compliance Certificate, calculated as of December 31, 2004,
  duly executed and delivered by the principal financial or accounting officer
  of the Account Party, in form and substance reasonably satisfactory to the Administrative
  Agent.

SECTION 5.1.4. Closing Fees, Expenses, etc. The Administrative Agent
  shall have received for its own account, or for the account of each Lender,
  as the case may be, all fees, costs and expenses due and payable pursuant to
  Sections 3.2 and, if then invoiced, 10.3.

SECTION 5.1.5. Opinions of Counsel. The Administrative Agent shall have
  received opinions, dated the Effective Date and addressed to the Administrative
  Agent and all Lenders, from Dewey Ballantine LLP, New York counsel to the Account
  Party, in form and substance satisfactory to the Administrative Agent.

SECTION 5.2. All Credit Extensions. The obligation of the Issuer to
  make any Credit Extension shall be subject to the satisfaction of each of the
  conditions precedent set forth below.

SECTION 5.2.1. Compliance with Warranties, No Default, etc. Both before
  and after giving effect to any Credit Extension the following statements shall
  be true and correct:

(a) the representations
  and warranties set forth in each Loan Document (other than the representations
  and warranties set forth in clause (b) of Section 6.4 and Section
  6.6) shall, in each case, be true and correct with the same effect as if
  then made (unless stated to relate solely to an earlier date, in which case
  such representations and warranties shall be true and correct in all material
  respects as of such earlier date); and

(b) no Default
  shall have then occurred and be continuing.

SECTION 5.2.2. Issuance Request. The Administrative Agent shall have
  received an Issuance Request duly executed and delivered by an Authorized Officer
  of the Account Party. Each delivery of an Issuance Request and the acceptance
  by the beneficiary of such Letter of Credit shall constitute a representation
  and warranty by the Account Party that on the date of such Credit Extension
  (both immediately before and after giving effect to such Credit Extension) the
  statements made in Section 5.2.1 are true and correct in all material
  respects.

SECTION 5.2.3. Satisfactory Legal Form. All documents executed or submitted
  pursuant hereto by or on behalf of the Account Party shall be reasonably satisfactory
  in form and substance to the Administrative Agent and its counsel, and the Administrative
  Agent and its counsel shall have received all information, approvals, opinions,
  documents or instruments as the Administrative Agent or its counsel may reasonably
  request.

ARTICLE VI
  REPRESENTATIONS AND WARRANTIES

In order to induce the Credit Parties to enter into this Agreement and to make
  Credit Extensions hereunder, the Account Party represents and warrants to each
  Credit Party as set forth in this Article.

SECTION 6.1. Status. The Account Party is a limited liability company
  duly organized, validly existing and in good standing under the laws of the
  State of Delaware and has the limited liability company authority to make and
  perform this Agreement and each other Loan Document to which it is a party.

SECTION 6.2. Authority, No Conflict. The execution, delivery and performance
  by the Account Party of this Agreement and each other Loan Document to which
  it is a party have been duly authorized by all necessary limited liability company
  action and do not violate (i) any provision of law or regulation, or any decree,
  order, writ or judgment, (ii) any provision of its limited liability company
  agreement, or (iii) result in the breach of or constitute a default under any
  indenture or other agreement or instrument to which the Account Party is a party.

SECTION 6.3. Legality, etc. This Agreement and each other Loan Document
  to which the Account Party is a party constitute the legal, valid and binding
  obligations of the Account Party, enforceable against the Account Party in accordance
  with their terms except to the extent limited by (a) bankruptcy, insolvency,
  fraudulent conveyance or reorganization laws or by other laws relating to or
  affecting the enforceability of creditors' rights generally and by general equitable
  principles which may limit the right to obtain equitable remedies regardless
  of whether enforcement is considered in a proceeding of law or equity or (b)
  any applicable public policy on enforceability of provisions relating to contribution
  and indemnification.

SECTION 6.4. Financial Condition.

(a) The consolidated
  balance sheet of the Account Party and its Consolidated Subsidiaries as of December
  31, 2004 and the related consolidated statements of income and cash flows for
  the fiscal year then ended, reported on by PricewaterhouseCoopers LLP, copies
  of which have been delivered to each of the Administrative Agent and the Lenders,
  fairly present, in conformity with GAAP, the consolidated financial position
  of the Account Party as of such date and its consolidated results of operations
  and cash flows for such fiscal year.

(b) Since December
  31, 2004, except as disclosed in or contemplated by the Account Party's Form
  10-K Report to the SEC for the year ended December 31, 2004, there has been
  no change in the business, assets, financial condition or operations of the
  Account Party and its Consolidated Subsidiaries, considered as a whole, that
  would materially and adversely affect the Account Party's ability to perform
  any of its obligations under this Agreement or the other Loan Documents.

SECTION 6.5. Rights to Properties. The Account Party and its Restricted
  Subsidiaries have good and valid fee, leasehold, easement or other right, title
  or interest in or to all the properties necessary to the conduct of their business
  as conducted on the date hereof and as presently proposed to be conducted, except
  to the extent the failure to have such rights or interests would not have a
  Material Adverse Effect.

SECTION 6.6. Litigation. Except as disclosed in or contemplated by the
  Account Party's Form 10-K Report to the SEC for the year ended December 31,
  2004 or in any subsequent Form 10-Q or 8-K Report or otherwise furnished in
  writing to the Administrative Agent prior to the Effective Date, no litigation,
  arbitration or administrative proceeding against the Account Party is pending
  or, to the Account Party's knowledge, threatened, which, if adversely determined,
  would materially and adversely affect the ability of the Account Party to perform
  any of its obligations under this Agreement or the other Loan Documents. There
  is no litigation, arbitration or administrative proceeding pending or, to the
  knowledge of the Account Party, threatened which questions the validity of this
  Agreement or the other Loan Documents to which it is a party.

SECTION 6.7. No Violation. No part of the proceeds of the Credit Extensions
  hereunder (including proceeds of any disbursements under any Letter of Credit)
  will be used, directly or indirectly by the Account Party for the purpose of
  purchasing or carrying any "margin stock" within the meaning of F.R.S.
  Board Regulation U, or for any other purpose which violates, or which conflicts
  with, the provisions of F.R.S. Board Regulation U or X. The Account Party is
  not engaged principally, or as one of its important activities, in the business
  of extending credit for the purpose of purchasing or carrying any such "margin
  stock".

SECTION 6.8. ERISA. Each member of the ERISA Group has fulfilled its
  obligations under the minimum funding standards of ERISA and the Code with respect
  to each Material Plan and is in compliance in all material respects with the
  presently applicable provisions of ERISA and the Code with respect to each Material
  Plan. No member of the ERISA Group has (i) sought a waiver of the minimum funding
  standard under Section 412 of the Code in respect of any Material Plan, (ii)
  failed to make any contribution or payment to any Material Plan, or made any
  amendment to any Material Plan, which has resulted or could result in the imposition
  of a lien or the posting of a bond or other security under ERISA or the Code
  or (iii) incurred any material liability under Title IV of ERISA other than
  a liability to the PBGC for premiums under Section 4007 of ERISA.

SECTION 6.9. Governmental Approvals. No authorization, consent or approval
  from any Governmental Authority is required for the execution, delivery and
  performance by the Account Party of this Agreement and the other Loan Documents
  to which it is a party, except such authorizations, consents and approvals as
  have been obtained prior to the Effective Date and are in full force and effect.

SECTION 6.10. Investment Company Act. The Account Party is not an "investment
  company" within the meaning of the Investment Company Act of 1940, as amended.

SECTION 6.11. Public Utility Holding Company Act. The Account Party
  is not a "holding company" within the meaning of the Public Utility
  Holding Company Act of 1935, as amended.

SECTION 6.12. Restricted Subsidiaries, Etc. Each Restricted Subsidiary
  of the Account Party, as of the Effective Date, is a Wholly-Owned Subsidiary
  of the Account Party and is duly organized, validly existing and in good standing
  under the laws of the jurisdiction of its organization and has all corporate
  or other organizational powers to carry on its businesses as now conducted.

SECTION 6.13. Tax Returns and Payments. The Account Party and each of
  its Restricted Subsidiaries has filed or caused to be filed all Federal, state,
  local and foreign income tax returns required to have been filed by it and has
  paid or caused to be paid all income taxes shown to be due on such returns except
  income taxes that are being contested in good faith by appropriate proceedings
  and for which the Account Party or its Restricted Subsidiaries, as the case
  may be, shall have set aside on its books appropriate reserves with respect
  thereto in accordance with GAAP or that would not reasonably be expected to
  have a Material Adverse Effect.

SECTION 6.14. Compliance with Laws. To the knowledge of the Account
  Party or any of its Restricted Subsidiaries, the Account Party and each of its
  Restricted Subsidiaries is in compliance with all applicable laws, regulations
  and orders of any Governmental Authority, domestic or foreign, in respect of
  the conduct of its business and the ownership of its property (including compliance
  with all applicable ERISA and Environmental Laws and the requirements of any
  permits issued under such Environmental Laws), except to the extent (a) such
  compliance is being contested in good faith by appropriate proceedings or (b)
  non-compliance would not reasonably be expected to materially and adversely
  affect its ability to perform any of its obligations under this Agreement or
  any other Loan Document to which it is a party.

SECTION 6.15. No Default. No Default or Event of Default has occurred
  and is continuing.

SECTION 6.16. Reportable Transactions. The Account Party does not intend
  to treat any of the transactions contemplated by this Agreement as a "reportable
  transaction" (within the meaning of Treasury Regulation Section 1.6011-4).
  In the event the Account Party takes or determines to take any action inconsistent
  with such intention, it will promptly notify the Administrative Agent thereof.
  If the Account Party so notifies the Administrative Agent, or if the Administrative
  Agent or any Lender determines that the any of the transactions contemplated
  by this Agreement constitutes a "reportable transaction," the Account
  Party acknowledges that each such Person may treat its extensions of credit
  as part of a transaction that is subject to Treasury Regulation Section 301.6112-1,
  and such Persons may maintain the lists and other records required by such Treasury
  Regulation.

SECTION 6.17. Guarantees. As of the Effective Date, except as set forth
  in Item 6.17 of the Disclosure Schedule, the Account Party has no Guarantees
  of any Debt of any Foreign Subsidiary of the Account Party other than such Debt
  not in excess of $25,000,000 in the aggregate.

ARTICLE VII
  COVENANTS

SECTION 7.1. Incorporation of Covenants from the Incorporated Agreement.
  The Account Party agrees with each Lender, the Issuer and the Administrative
  Agent that until the Termination Date has occurred, the Account Party will perform
  or cause to be performed each covenant of the "Borrower" contained
  in Article IV of the Incorporated Agreement, with each definition and related
  term, as in effect on the Effective Date (and thereafter as in effect to the
  extent modified by the Required Lenders) being incorporated in this Agreement
  by this reference as though specifically set forth herein, subject in all cases
  to the terms of Section 1.5.

ARTICLE VIII
  EVENTS OF DEFAULT

SECTION 8.1. Listing of Events of Default. Each of the following events
  or occurrences described in this Article shall constitute an "Event
  of Default".

SECTION 8.1.1. Non-Payment of Obligations. The Account Party shall default
  in the payment or prepayment when due of:

(a) any Reimbursement
  Obligation; or

(b) any fee described
  in Article III or any other monetary Obligation, and such default shall
  continue unremedied for a period of five days after such amount was due.

SECTION 8.1.2. Breach of Warranty. Any representation or warranty of
  the Account Party made or deemed to be made in any Loan Document (including
  any certificates delivered pursuant to Article V) is or shall be incorrect
  when made or deemed to have been made in any material respect.

SECTION 8.1.3. Non-Performance of Certain Covenants and Obligations.
  The Account Party shall default in the due performance or observance of any
  of its obligations under Sections 6.01(a), (b) or (c), clause (ii) of Section
  6.05, or Sections 6.06, 6.08, 6.09, 6.12, 6.13 or 6.14 of the Incorporated Agreement.

SECTION 8.1.4. Non-Performance of Other Covenants and Obligations. The
  Account Party shall (a) fail to observe or perform any covenant or agreement
  contained in Section 6.01(d) of the Incorporated Agreement for 10 days after
  any such failure; or (b) fail to observe or perform any covenant or agreement
  contained in this Agreement or any other Loan Document (other than those covered
  by Sections 8.1.1, 8.1.2, 8.1.3 or clause (a) above)
  for 30 days after written notice thereof has been given to the Account Party
  by the Administrative Agent, or at the request of the Required Lenders.

SECTION 8.1.5. Default on Material Debt. The Account Party or any Restricted
  Subsidiary shall (i) fail to pay any principal or interest, regardless of amount,
  due in respect of any Material Debt beyond any period of grace provided with
  respect thereto, or (ii) fail to observe or perform any other term, covenant,
  condition or agreement contained in any agreement or instrument evidencing or
  governing any such Material Debt beyond any period of grace provided with respect
  thereto if the effect of any failure referred to in this clause (ii)
  is to cause, or to permit the holder or holders of such Debt or a trustee on
  its or their behalf to cause, such Indebtedness to become due prior to its stated
  maturity.

SECTION 8.1.6. Judgments. The Account Party or any of its Restricted
  Subsidiaries shall fail within 60 days to pay, bond or otherwise discharge any
  judgment or order for the payment of money in excess of $20,000,000, entered
  against the Account Party or any such Restricted Subsidiary that is not stayed
  on appeal or otherwise being appropriately contested in good faith.

SECTION 8.1.7. Pension Plans. Any member of the ERISA Group shall fail
  to pay when due an amount or amounts aggregating in excess of $25,000,000 which
  it shall have become liable to pay under Title IV of ERISA; or notice of intent
  to terminate a Material Plan shall be filed under Title IV of ERISA by any member
  of the ERISA Group, any plan administrator or any combination of the foregoing;
  or the PBGC shall institute proceedings under Title IV of ERISA to terminate,
  to impose liability (other than for premiums under Section 4007 of ERISA) in
  respect of, or to cause a trustee to be appointed to administer any Material
  Plan; or a condition shall exist by reason of which the PBGC would be entitled
  to obtain a decree adjudicating that any Material Plan must be terminated; or
  there shall occur a complete or partial withdrawal from, or default, within
  the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer
  Plans which could reasonably be expected to cause one or more members of the
  ERISA Group to incur a current payment obligation in excess of $25,000,000.

SECTION 8.1.8. Change of Control. Any Change of Control shall have occurred.

SECTION 8.1.9. Bankruptcy, Insolvency, etc. Any of the following shall
  occur:

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

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

SECTION 8.2. Action if Bankruptcy. If any Event of Default described
  in Section 8.1.9 with respect to the Account Party shall occur, the Letter
  of Credit Commitment (if not theretofore terminated) shall automatically terminate
  and the outstanding principal amount of all Obligations hereunder (including
  Reimbursement Obligations) shall automatically be and become immediately due
  and payable, without notice or demand to any Person and the Account Party shall
  automatically and immediately be obligated to Cash Collateralize all Letter
  of Credit Outstandings and pay other monetary Obligations.

SECTION 8.3. Action if Other Event of Default. If any Event of Default
  (other than any Event of Default described in Section 8.1.9 with respect
  to the Account Party) shall occur for any reason, whether voluntary or involuntary,
  and be continuing, the Administrative Agent, upon the direction of the Required
  Lenders, shall by notice to the Account Party declare all or any portion of
  the outstanding principal amount of all Obligations hereunder (including Reimbursement
  Obligations) to be due and payable and/or the Letter of Credit Commitment (if
  not theretofore terminated) to be terminated, whereupon the full unpaid amount
  of such Obligations which shall be so declared due and payable shall be and
  become immediately due and payable, without further notice, demand or presentment,
  and/or, as the case may be, the Letter of Credit Commitment shall terminate
  and the Account Party shall automatically and immediately be obligated to Cash
  Collateralize all Letter of Credit Outstandings any pay other monetary Obligations.

ARTICLE IX
  THE ADMINISTRATIVE AGENT

SECTION 9.1. Actions. Each Lender hereby appoints Scotia Capital as
  its Administrative Agent under and for purposes of each Loan Document. Each
  Lender authorizes the Administrative Agent to act on behalf of such Lender under
  each Loan Document and, in the absence of other written instructions from the
  Required Lenders received from time to time by the Administrative Agent (with
  respect to which the Administrative Agent agrees that it will comply, except
  as otherwise provided in this Section or as otherwise advised by counsel in
  order to avoid contravention of applicable law), to exercise such powers hereunder
  and thereunder as are specifically delegated to or required of the Administrative
  Agent by the terms hereof and thereof, together with such powers as may be incidental
  thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination
  of this Agreement) the Administrative Agent, pro rata according
  to such Lender's proportionate Total Exposure Amount, from and against any and
  all liabilities, obligations, losses, damages, claims, costs or expenses of
  any kind or nature whatsoever which may at any time be imposed on, incurred
  by, or asserted against, the Administrative Agent in any way relating to or
  arising out of any Loan Document, (including attorneys' fees), and as to which
  the Administrative Agent is not reimbursed by the Account Party; provided
  that, no Lender shall be liable for the payment of any portion of such liabilities,
  obligations, losses, damages, claims, costs or expenses which are determined
  by a court of competent jurisdiction in a final proceeding to have resulted
  from the Administrative Agent's gross negligence or willful misconduct. The
  Administrative Agent shall not be required to take any action under any Loan
  Document, or to prosecute or defend any suit in respect of any Loan Document,
  unless it is indemnified hereunder to its satisfaction. If any indemnity in
  favor of the Administrative Agent shall be or become, in the Administrative
  Agent's determination, inadequate, the Administrative Agent may call for additional
  indemnification from the Lenders and cease to do the acts indemnified against
  hereunder until such additional indemnity is given.

SECTION 9.2. Exculpation. Neither the Administrative Agent nor any of
  its directors, officers, employees or agents shall be liable to any Credit Party
  for any action taken or omitted to be taken by it under any Loan Document, or
  in connection therewith, except for its own willful misconduct or gross negligence,
  nor responsible for any recitals or warranties herein or therein, nor for the
  effectiveness, enforceability, validity or due execution of any Loan Document,
  nor for the creation, perfection or priority of any Liens purported to be created
  by any of the Loan Documents, or the validity, genuineness, enforceability,
  existence, value or sufficiency of any collateral security, nor to make any
  inquiry respecting the performance by the Account Party of its Obligations.
  Any such inquiry which may be made by the Administrative Agent shall not obligate
  it to make any further inquiry or to take any action. The Administrative Agent
  shall be entitled to rely upon advice of counsel concerning legal matters and
  upon any notice, consent, certificate, statement or writing which the Administrative
  Agent believes to be genuine and to have been presented by a proper Person.

SECTION 9.3. Successor. The Administrative Agent may resign as such
  at any time upon at least 30 days' prior notice to the Account Party and all
  Lenders. If the Administrative Agent at any time shall resign, the Required
  Lenders may appoint another Lender as a successor Administrative Agent which
  (subject, so long as no Event of Default has occurred and is continuing, to
  the prior approval of the Account Party) shall thereupon become the Administrative
  Agent hereunder. If no successor Administrative Agent shall have been so appointed
  by the Required Lenders, and shall have accepted such appointment, within 30
  days after the retiring Administrative Agent's giving notice of resignation,
  then the retiring Administrative Agent may, on behalf of the Lenders, appoint
  a successor Administrative Agent, which shall be one of the Lenders or a commercial
  banking institution organized under the laws of the United States (or any State
  thereof) or a United States branch or agency of a commercial banking institution,
  and having a combined capital and surplus of at least $250,000,000; provided
  that, if, such retiring Administrative Agent is unable to find a commercial
  banking institution which is willing to accept such appointment and which meets
  the qualifications set forth in above, the retiring Administrative Agent's resignation
  shall nevertheless thereupon become effective and the Lenders shall assume and
  perform all of the duties of the Administrative Agent hereunder until such time,
  if any, as the Required Lenders appoint a successor as provided for above. Upon
  the acceptance of any appointment as Administrative Agent hereunder by a successor
  Administrative Agent, such successor Administrative Agent shall be entitled
  to receive from the retiring Administrative Agent such documents of transfer
  and assignment as such successor Administrative Agent may reasonably request,
  and shall thereupon succeed to and become vested with all rights, powers, privileges
  and duties of the retiring Administrative Agent, and the retiring Administrative
  Agent shall be discharged from its duties and obligations under the Loan Documents.
  After any retiring Administrative Agent's resignation hereunder as the Administrative
  Agent, the provisions of this Article shall inure to its benefit as to any actions
  taken or omitted to be taken by it while it was the Administrative Agent under
  the Loan Documents, and Section 10.3 and Section 10.4 shall continue
  to inure to its benefit.

SECTION 9.4. Credit Extensions by Scotia Capital. Scotia Capital shall
  have the same rights and powers with respect to the Credit Extensions made by
  it or any of its Affiliates and may exercise the same as if it were not the
  Administrative Agent. Scotia Capital and its Affiliates may accept deposits
  from, lend money to, and generally engage in any kind of business with the Account
  Party or any Subsidiary or Affiliate of the Account Party as if Scotia Capital
  were not the Administrative Agent hereunder.

SECTION 9.5. Credit Decisions. Each Lender acknowledges that it has,
  independently of the Administrative Agent and each other Lender, and based on
  such Lender's review of the financial information of the Account Party, the
  Loan Documents (the terms and provisions of which being satisfactory to such
  Lender) and such other documents, information and investigations as such Lender
  has deemed appropriate, made its own credit decision to extend its Letter of
  Credit Commitment. Each Lender also acknowledges that it will, independently
  of the Administrative Agent and each other Lender, and based on such other documents,
  information and investigations as it shall deem appropriate at any time, continue
  to make its own credit decisions as to exercising or not exercising from time
  to time any rights and privileges available to it under the Loan Documents.

SECTION 9.6. Copies, etc. The Administrative Agent shall give prompt
  notice to each Lender of each notice or request required or permitted to be
  given to the Administrative Agent by the Account Party pursuant to the terms
  of the Loan Documents (unless concurrently delivered to the Lenders by the Account
  Party). The Administrative Agent will distribute to each Lender each document
  or instrument received for its account and copies of all other communications
  received by the Administrative Agent from the Account Party for distribution
  to the Lenders by the Administrative Agent in accordance with the terms of the
  Loan Documents.

SECTION 9.7. Reliance by Administrative Agent. The Administrative Agent
  shall be entitled to rely upon any certification, notice or other communication
  (including any thereof by telephone, telecopy, telegram or cable) believed by
  it to be genuine and correct and to have been signed or sent by or on behalf
  of the proper Person, and upon advice and statements of legal counsel, independent
  accountants and other experts selected by the Administrative Agent. As to any
  matters not expressly provided for by the Loan Documents, the Administrative
  Agent shall in all cases be fully protected in acting, or in refraining from
  acting, thereunder in accordance with instructions given by the Required Lenders
  or all of the Lenders as is required in such circumstance, and such instructions
  of such Lenders and any action taken or failure to act pursuant thereto shall
  be binding on all Secured Parties.

SECTION 9.8. Defaults. The Administrative Agent shall not be deemed
  to have knowledge or notice of the occurrence of a Default unless the Administrative
  Agent has received a written notice from a Lender or the Account Party specifying
  such Default and stating that such notice is a "Notice of Default".
  In the event that the Administrative Agent receives such a notice of the occurrence
  of a Default, the Administrative Agent shall give prompt notice thereof to the
  Lenders. The Administrative Agent shall (subject to Section 10.1) take
  such action with respect to such Default as shall be directed by the Required
  Lenders; provided that, unless and until the Administrative Agent shall
  have received such directions, the Administrative Agent may (but shall not be
  obligated to) take such action, or refrain from taking such action, with respect
  to such Default as it shall deem advisable in the best interest of the Credit
  Parties except to the extent that this Agreement expressly requires that such
  action be taken, or not be taken, only with the consent or upon the authorization
  of the Required Lenders or all Lenders.

ARTICLE X
  MISCELLANEOUS PROVISIONS

SECTION 10.1. Waivers, Amendments, etc. The provisions of each Loan
  Document (other than Letters of Credit, which shall be modified only in accordance
  with their respective terms) may from time to time be amended, modified or waived,
  if such amendment, modification or waiver is in writing and consented to by
  the Account Party and the Required Lenders; provided that, no such amendment,
  modification or waiver shall:

(a) modify clause
  (b) of Section 4.3, Section 4.4 (as it relates to sharing
  of payments) or this Section, in each case, without the consent of all Lenders;

(b) increase the
  aggregate amount of any Credit Extensions required to be made or risk participated
  in by a Lender hereunder, or extend the final Commitment Termination Date of
  Credit Extensions made (or risk participated in) by a Lender, in each case without
  the consent of such Lender (it being agreed, however, that any vote to rescind
  any acceleration made pursuant to Section 8.2 and Section 8.3
  of amounts owing with respect to any Obligations shall only require the vote
  of the Required Lenders);

(c) reduce (by
  way of forgiveness), the amount of or reduce the rate of interest on any amounts
  due hereunder, reduce any fees described in Article III payable to any
  Lender or extend the date on which interest or fees are payable in connection
  herewith, in each case without the consent of such Lender (provided that,
  the vote of Required Lenders shall be sufficient to waive the payment, or reduce
  the increased portion, of interest accruing under Section 3.1);

(d) reduce the
  percentage set forth in the definition of "Required Lenders" or modify
  any requirement hereunder that any particular action be taken by all Lenders
  without the consent of all Lenders;

(e) increase the
  Stated Amount of any Letter of Credit unless consented to by the Issuer of such
  Letter of Credit;

(f) release the
  Account Party from its Obligations under the Loan Documents, without the consent
  of all Lenders; or

(g) affect adversely
  the interests, rights or obligations of the Administrative Agent (in its capacity
  as the Administrative Agent) or the Issuer (in its capacity as Issuer), unless
  consented to by the Administrative Agent or the Issuer, as the case may be.

No failure or delay on the part of any Credit Party in exercising any power
  or right under any Loan Document shall operate as a waiver thereof, nor shall
  any single or partial exercise of any such power or right preclude any other
  or further exercise thereof or the exercise of any other power or right. No
  notice to or demand on the Account Party in any case shall entitle it to any
  notice or demand in similar or other circumstances. No waiver or approval by
  any Credit Party under any Loan Document shall, except as may be otherwise stated
  in such waiver or approval, be applicable to subsequent transactions. No waiver
  or approval hereunder shall require any similar or dissimilar waiver or approval
  thereafter to be granted hereunder.

SECTION 10.2. Notices; Time. All notices and other communications provided
  under each Loan Document shall be in writing or by facsimile and addressed,
  delivered or transmitted, if to the Account Party, the Administrative Agent,
  a Lender or the Issuer, to the applicable Person at its address or facsimile
  number set forth on Schedule II hereto or set forth in the Assignment
  Agreement, or at such other address or facsimile number as may be designated
  by such party in a notice to the other parties. Any notice, if mailed and properly
  addressed with postage prepaid or if properly addressed and sent by pre-paid
  courier service, shall be deemed given when received; any notice, if transmitted
  by facsimile, shall be deemed given when the confirmation of transmission thereof
  is received by the transmitter. Electronic mail and Internet and intranet websites
  may be used only to distribute routine communications by the Administrative
  Agent to the Lender, such as financial statements and other information as provided
  in Section 6.01 of the Incorporated Agreement and for the distribution and execution
  of Loan Documents for execution by the parties thereto, and may not be used
  for any other purpose. The parties hereto agree that delivery of an executed
  counterpart of a signature page to this Agreement and each other Loan Document
  by facsimile (or electronic transmission) shall be effective as delivery of
  an original executed counterpart of this Agreement or such other Loan Document.
  Unless otherwise indicated, all references to the time of a day in a Loan Document
  shall refer to New York time.

SECTION 10.3. Payment of Costs and Expenses. The Account Party agrees
  to pay on demand all expenses of the Administrative Agent (including the fees
  and reasonable out-of-pocket expenses of Mayer, Brown, Rowe & Maw LLP, counsel
  to the Administrative Agent and of local counsel, if any, who may be retained
  by or on behalf of the Administrative Agent) in connection with (a) the negotiation,
  preparation, execution and delivery of each Loan Document, including schedules
  and exhibits, and any amendments, waivers, consents, supplements or other modifications
  to any Loan Document as may from time to time hereafter be required, whether
  or not the transactions contemplated hereby are consummated; and (b) the preparation
  and review of the form of any document or instrument relevant to any Loan Document;
  provided, that the Account Party shall not be liable for any legal fees
  or disbursements of any counsel for the Administrative Agent and the Lenders
  other than Mayer, Brown, Rowe & Maw LLP associated with the preparation,
  execution and delivery of this Agreement and the closing documents contemplated
  hereby.

The Account Party further agrees to pay, and to save each Credit Party harmless
  from all liability for, any stamp or other taxes which may be payable in connection
  with the execution or delivery of each Loan Document or the Credit Extensions
  hereunder. The Account Party also agrees to reimburse the Administrative Agent
  upon demand for all reasonable out-of-pocket expenses (including reasonable
  attorneys' fees and legal expenses of counsel to the Administrative Agent) incurred
  by the Administrative Agent in connection with (x) the negotiation of any restructuring
  or "work-out" with the Account Party, whether or not consummated,
  of any Obligations and (y) the enforcement of any Obligations.

SECTION 10.4. Indemnification. In consideration of the execution and
  delivery of this Agreement by each Credit Party, the Account Party hereby indemnifies
  and holds each Credit Party and each of their respective officers, directors,
  employees and agents (collectively, the "Indemnified Parties")
  free and harmless from and against any and all actions, causes of action, suits,
  losses, costs, liabilities and damages, and expenses incurred in connection
  therewith (irrespective of whether any such Indemnified Party is a party to
  the action for which indemnification hereunder is sought), including reasonable
  attorneys' fees and disbursements, whether incurred in connection with actions
  between or among the parties hereto or the parties hereto and third parties
  (collectively, the "Indemnified Liabilities"), incurred by
  the Indemnified Parties or any of them as a result of, or arising out of, or
  relating to

(a) any transaction
  financed or to be financed in whole or in part, directly or indirectly, with
  the proceeds of any Credit Extension;

(b) the entering
  into and performance of any Loan Document by any of the Indemnified Parties
  (including any action brought by or on behalf of the Account Party as the result
  of any determination by the Required Lenders pursuant to Article V not
  to extend any Credit Extension, provided that, any such action is resolved
  in favor of such Indemnified Party);

(c) any investigation,
  litigation or proceeding related to any acquisition or proposed acquisition
  by the Account Party or any of its Subsidiaries of all or any portion of the
  Capital Securities or assets of any Person, whether or not an Indemnified Party
  is party thereto;

(d) any investigation,
  litigation or proceeding related to any environmental cleanup, audit, compliance
  or other matter relating to the protection of the environment or the release
  by the Account Party or its Subsidiary of any Hazardous Substance;

(e) the presence
  on or under, or the escape, seepage, leakage, spillage, discharge, emission,
  discharging or releases from, any real property owned or operated by the Account
  Party or its Subsidiary of any Hazardous Substance (including any losses, liabilities,
  damages, injuries, costs, expenses or claims asserted or arising under any Environmental
  Law), regardless of whether caused by, or within the control of, the Account
  Party or such Subsidiary; or

(f) each Lender's
  Environmental Liability (the indemnification herein shall survive repayment
  of the Obligations and any transfer of the property of the Account Party or
  its Subsidiary by foreclosure or by a deed in lieu of foreclosure for any Lender's
  Environmental Liability, regardless of whether caused by, or within the control
  of, the Account Party or such Subsidiary);

except for Indemnified Liabilities arising for the account of a particular
  Indemnified Party by reason of the relevant Indemnified Party's gross negligence
  or willful misconduct. The Account Party and its successors and assigns hereby
  waive, release and agree not to make any claim or bring any cost recovery action
  against, any Indemnified Party under CERCLA or any state equivalent, or any
  similar law now existing or hereafter enacted. It is expressly understood and
  agreed that to the extent that any Indemnified Party is strictly liable under
  any Environmental Laws, the Account Party's obligation to such Indemnified Party
  under this indemnity shall likewise be without regard to fault on the part of
  the Account Party with respect to the violation or condition which results in
  liability of an Indemnified Party. If and to the extent that the foregoing undertaking
  may be unenforceable for any reason, the Account Party agrees to make the maximum
  contribution to the payment and satisfaction of each of the Indemnified Liabilities
  which is permissible under applicable law.

SECTION 10.5. Survival. The obligations of the Account Party under Sections
  4.1, 4.2, 10.3 and 10.4, and the obligations of the
  Lenders under Section 9.1, shall in each case survive any assignment
  from one Lender to another (in the case of Sections 10.3 and 10.4)
  and the occurrence of the Termination Date. The representations and warranties
  made by the Account Party in each Loan Document shall survive the execution
  and delivery of such Loan Document.

SECTION 10.6. Severability. Any provision of any Loan Document which
  is prohibited or unenforceable in any jurisdiction shall, as to such provision
  and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
  without invalidating the remaining provisions of such Loan Document or affecting
  the validity or enforceability of such provision in any other jurisdiction.

SECTION 10.7. Headings. The various headings of each Loan Document are
  inserted for convenience only and shall not affect the meaning or interpretation
  of such Loan Document or any provisions thereof.

SECTION 10.8. Execution in Counterparts, Effectiveness, etc. This Agreement
  may be executed by the parties hereto in several counterparts, each of which
  shall be an original and all of which shall constitute together but one and
  the same agreement. This Agreement shall become effective when counterparts
  hereof executed on behalf of the Account Party, the Administrative Agent and
  each Lender (or notice thereof satisfactory to the Administrative Agent), shall
  have been received by the Administrative Agent.

SECTION 10.9. Governing Law; Entire Agreement. EACH LOAN DOCUMENT (OTHER
  THAN THE LETTERS OF CREDIT, TO THE EXTENT SPECIFIED BELOW AND EXCEPT AS OTHERWISE
  EXPRESSLY SET FORTH IN A LOAN DOCUMENT) WILL EACH BE DEEMED TO BE A CONTRACT
  MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
  FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF
  THE STATE OF NEW YORK). EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND CONSTRUED
  IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR
  IF NO LAWS OR RULES ARE DESIGNATED, THE INTERNATIONAL STANDBY PRACTICES (ISP98--INTERNATIONAL
  CHAMBER OF COMMERCE PUBLICATION NUMBER 590 (THE "ISP RULES"))
  AND, AS TO MATTERS NOT GOVERNED BY THE ISP RULES, THE INTERNAL LAWS OF THE STATE
  OF NEW YORK. The Loan Documents constitute the entire understanding among the
  parties hereto with respect to the subject matter thereof and supersede any
  prior agreements, written or oral, with respect thereto.

SECTION 10.10. Successors and Assigns. This Agreement shall be binding
  upon and shall inure to the benefit of the parties hereto and their respective
  successors and assigns; provided that, the Account Party may not assign
  or transfer its rights or obligations hereunder without the consent of all Lenders
  (except to the extent that any such assignment results from the consummation
  of a merger or consolidation permitted pursuant to Section 6.08 of the Incorporated
  Agreement).

SECTION 10.11. Sale and Transfer of Credit Extensions; Participations in
  Credit Extensions. Each Lender may assign, or sell participations in, its
  Letters of Credit and Letter of Credit Commitment to one or more other Persons
  in accordance with the terms set forth below.

(a) Any Lender
  may assign to one or more Eligible Assignees all or a portion of its rights
  and obligations under the Loan Documents (including all or a portion of its
  Letter of Credit Commitment); provided that:

(i)
  except in the case of an assignment of the entire remaining amount of the assigning
  Lender's rights and obligations, the aggregate amount of such rights and obligations
  (including an obligation to risk participate in Letters of Credit) subject to
  each such assignment (determined as of the date the Assignment Agreement with
  respect to such assignment is delivered to the Administrative Agent) shall not
  be less than $5,000,000, unless the Administrative Agent and, so long as no
  Event of Default has occurred and is continuing, the Account Party, otherwise
  consent; and

(ii)
  the parties to each assignment shall execute and deliver to the Administrative
  Agent a Assignment Agreement, together with a processing and recordation fee
  of $3,500 and if the Eligible Assignee is not already Lender, administrative
  details information with respect to such Eligible Assignee and applicable tax
  forms.

(b) If the consent
  of the Account Party to an assignment or to an Eligible Assignee is required
  hereunder (including a consent to an assignment which does not meet the minimum
  assignment thresholds specified in this Section), the Account Party shall be
  deemed to have given its consent ten Business Days after the date notice thereof
  has been delivered by the assigning Lender (through the Administrative Agent)
  to the Account Party, unless such consent is expressly refused by the Account
  Party prior to such tenth Business Day.

(c) Subject to
  acceptance and recording thereof by the Administrative Agent pursuant to clause
  (d), from and after the effective date specified in each Assignment Agreement,
  (i) the Eligible Assignee thereunder shall (if not already a Lender) be a party
  hereto and, to the extent of the interest assigned by such Assignment Agreement,
  have the rights and obligations of a Lender under the Loan Documents, and (ii)
  the assigning Lender thereunder shall (subject to Section 10.5) be released
  from its obligations under the Loan Documents, to the extent of the interest
  assigned by such Assignment Agreement (and, in the case of a Assignment Agreement
  covering all of the assigning Lender's rights and obligations under the Loan
  Documents, such Lender shall cease to be a party hereto, but shall (as to matters
  arising prior to the effectiveness of the Assignment Agreement) continue to
  be entitled to the benefits of any provisions of the Loan Documents which by
  their terms survive the termination of this Agreement). Any assignment or transfer
  by a Lender of rights or obligations under this Agreement that does not comply
  with the terms of this Section shall be treated for purposes of the Loan Documents
  as a sale by such Lender of a participation in such rights and obligations in
  accordance with clause (e).

(d) The Administrative
  Agent shall record each assignment made in accordance with this Section in the
  Register pursuant to Section 2.4. The Register shall be available for
  inspection by the Account Party and any Lender, at any reasonable time upon
  reasonable prior notice to the Administrative Agent.

(e) Any Lender
  may, without the consent of, or notice to, any Person, sell participations to
  one or more Persons (other than natural Persons, the Account Party or any Affiliate
  of the Account Party) (a "Participant") in all or a portion
  of such Lender's rights or obligations under the Loan Documents; provided
  that, (i) such Lender's obligations under the Loan Documents shall remain unchanged,
  (ii) such Lender shall remain solely responsible to the other parties hereto
  for the performance of such obligations and (iii) the Account Party, the Administrative
  Agent and the other Lenders shall continue to deal solely and directly with
  such Lender in connection with such Lender's rights and obligations under the
  Loan Documents. Any agreement or instrument pursuant to which a Lender sells
  a participation shall provide that such Lender shall retain the sole right to
  enforce the rights and remedies of a Lender under the Loan Documents and to
  approve any amendment, modification or waiver of any provision of the Loan Documents;
  provided that, such agreement or instrument may provide that such Lender
  will not, without the consent of the Participant, take any action of the type
  described in clauses (a) through (d) or clause (f) of Section
  10.1 with respect to Obligations participated in by that Participant. Subject
  to clause (f), the Account Party agrees that each Participant shall be
  entitled to the benefits of Sections 4.1, 4.2, 10.3 and
  10.4 and Section 6.01 of the Incorporated Agreement to the same extent
  as if it were a Lender and had acquired its interest by assignment pursuant
  to clause (c). To the extent permitted by law, each Participant also
  shall be entitled to the benefits of Section 4.5 as though it were a
  Lender, but only if such Participant agrees to be subject to Section 4.4
  as though it were a Lender.

(f) A Participant
  shall not be entitled to receive any greater payment under Section 4.1,
  4.2, 10.3 or 10.4 than the applicable Lender would have
  been entitled to receive with respect to the participation sold to such Participant,
  unless the sale of the participation to such Participant is made with the Account
  Party's prior written consent. A Participant that would be a Non-U.S. Lender
  if it were a Lender shall not be entitled to the benefits of Section 4.2
  unless the Account Party is notified of the participation sold to such Participant
  and such Participant agrees, for the benefit of the Account Party, to comply
  with the requirements set forth in Section 4.2 as though it were a Lender.
  Any Lender that sells a participating interest in any Letter of Credit Commitment
  or other interest to a Participant under this Section shall indemnify and hold
  harmless the Account Party and the Administrative Agent from and against any
  taxes, penalties, interest or other costs or losses (including reasonable attorneys'
  fees and expenses) incurred or payable by the Account Party or the Administrative
  Agent as a result of the failure of the Account Party or the Administrative
  Agent to comply with its obligations to deduct or withhold any Taxes from any
  payments made pursuant to this Agreement to such Lender or the Administrative
  Agent, as the case may be, which Taxes would not have been incurred or payable
  if such Participant had been a Non-U.S. Lender that was entitled to deliver
  to the Account Party, the Administrative Agent or such Lender, and did in fact
  so deliver, a duly completed and valid Form W-8BEN or W-8ECI (or applicable
  successor form) entitling such Participant to receive payments under this Agreement
  without deduction or withholding of any United States federal taxes.

(g) Any Lender
  may at any time pledge or assign a security interest in all or any portion of
  its rights under this Agreement to secure obligations of such Lender, including
  any pledge or assignment to secure obligations to a Federal Reserve Bank; provided
  that, no such pledge or assignment of a security interest shall release a Lender
  from any of its obligations hereunder or substitute any such pledgee or assignee
  for such Lender as a party hereto.

(h) In the event
  that S&P or Moody's, shall, after the date that any Person becomes a Lender,
  downgrade the long-term certificate of deposit ratings of such Lender, and the
  resulting ratings shall be below BBB- or Baa3, respectively, or the equivalent,
  then the Account Party and the Issuer shall each have the right, but not the
  obligation, upon notice to such Lender and the Administrative Agent, to replace
  such Lender with an Eligible Assignee or a financial institution (a "Replacement
  Lender") acceptable to the Account Party, the Administrative Agent,
  and the Issuer (such consents not to be unreasonably withheld or delayed; provided
  that no such consent shall be required if the Replacement Lender is an existing
  Lender), and upon any such downgrading of any Lender's long-term certificate
  of deposit rating, such Lender hereby agrees to transfer and assign (in accordance
  with this Section) all of its Letter of Credit Commitments and other rights
  and obligations under the Loan Documents (including Reimbursement Obligations)
  to such Replacement Lender; provided that, (i) such assignment shall
  be without recourse, representation or warranty (other than that such Lender
  owns the Letter of Credit Commitments being assigned, free and clear of any
  Liens) and (ii) the purchase price paid by the Replacement Lender shall be in
  the amount of such Lender's Percentage of outstanding Reimbursement Obligations,
  together with all accrued and unpaid interest and fees in respect thereof, plus
  all other amounts (other than the amounts (if any) demanded and unreimbursed
  under Sections 4.1 and 4.2, which shall be paid by the Account
  Party), owing to such Lender hereunder. Upon any such termination or assignment,
  such Lender shall cease to be a party hereto but shall continue to be entitled
  to the benefits of, and subject to the obligations of, any provisions of the
  Loan Documents which by their terms survive the termination of this Agreement.

SECTION 10.12. Other Transactions. Nothing contained herein shall preclude
  the Administrative Agent, the Issuer or any other Lender from engaging in any
  transaction, in addition to those contemplated by the Loan Documents, with the
  Account Party or any of its Affiliates in which the Account Party or such Affiliate
  is not restricted hereby from engaging with any other Person.

SECTION 10.13. Forum Selection and Consent to Jurisdiction. ANY LITIGATION
  BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, ANY LOAN DOCUMENT,
  OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN)
  OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE LENDERS, THE ISSUER OR THE ACCOUNT
  PARTY IN CONNECTION HEREWITH OR THEREWITH MAY BE BROUGHT AND MAINTAINED IN THE
  COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE
  SOUTHERN DISTRICT OF NEW YORK. THE ACCOUNT PARTY IRREVOCABLY CONSENTS TO THE
  SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE
  WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES SPECIFIED
  IN SECTION 10.2. THE ACCOUNT PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES,
  TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER
  MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
  REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN
  AN INCONVENIENT FORUM. TO THE EXTENT THAT THE ACCOUNT PARTY HAS OR HEREAFTER
  MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS
  (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT
  IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE
  ACCOUNT PARTY HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW
  SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.

SECTION 10.14. Waiver of Jury Trial. THE ADMINISTRATIVE AGENT, EACH
  LENDER, THE ISSUER AND THE ACCOUNT PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
  WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL
  BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER,
  OR IN CONNECTION WITH, EACH LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE
  OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE
  AGENT, SUCH LENDER, THE ISSUER OR THE ACCOUNT PARTY IN CONNECTION THEREWITH.
  THE ACCOUNT PARTY ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT
  CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN
  DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT
  FOR THE ADMINISTRATIVE AGENT, EACH LENDER AND THE ISSUER ENTERING INTO THE LOAN
  DOCUMENTS.

SECTION 10.15. Confidentiality. Each Lender agrees to hold all non-public
  information obtained pursuant to the requirements of this Agreement in accordance
  with its customary procedure for handling confidential information of this nature
  and in accordance with safe and sound banking practices; provided, that
  nothing herein shall prevent any Credit Party from disclosing such information
  (i) to any other Credit Party, (ii) to any other Person if reasonably incidental
  to the administration of the Letters of Credit, (iii) upon the order of any
  court or administrative agency, (iv) upon the request or demand of any regulatory
  agency or authority, (v) which had been publicly disclosed other than as a result
  of a disclosure by any Credit Party prohibited by this Agreement, (vi) in connection
  with any litigation to which any Credit Party or any of their respective subsidiaries
  or affiliates may be party, (vii) to the extent necessary in connection with
  the exercise of any remedy hereunder, (viii) to such Credit Party's affiliates
  and their respective directors, officers, employees and agents including legal
  counsel and independent auditors (it being understood that the Persons to whom
  such disclosure is made will be informed of the confidential nature of such
  information and instructed to keep such information confidential) and (ix) subject
  to provisions substantially similar to those contained in this Section 9.12,
  to any actual or proposed Participant or Assignee. Notwithstanding the foregoing,
  any Credit Party or Mayer, Brown, Rowe & Maw LLP may circulate promotional
  materials and place advertisements in financial and other newspapers and periodicals
  or on a home page or similar place for dissemination of information on the Internet
  or worldwide web, in each case, after the closing of the transactions contemplated
  by this Agreement in the form of a "tombstone" or other release limited
  to describing the names of the Account Party or its affiliates, or any of them,
  and the amount, type and closing date of such transactions, all at their sole
  expense.

SECTION 10.16. USA PATRIOT Act Notice. Each Lender that is subject to
  the Patriot Act (as hereinafter defined) and the Administrative Agent (for itself
  and not on behalf of any Lender) hereby notifies the Account Party that pursuant
  to the requirements of the USA PATRIOT Act (Title III of Pub.L. 107-56 (signed
  into law October 26, 2001)) (the "Patriot Act"), it is required
  to obtain, verify and record information that identifies the Account Party,
  which information includes the name and address of the Account Party and other
  information that will allow such Lender or the Administrative Agent, as applicable,
  to identify the Account Party in accordance with the Patriot Act.

---



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

| | PPL ENERGY SUPPLY, LLC       
| | -----------------------------
| |                              
| | By:                          
| |                              
| |                              
| |                              
| | Address:                     
| |                              
| |                              
| | Facsimile No.: (610) 774-5106
| |                              
| | Attention:                   



[SIGNATURE PAGE TO REIMBURSEMENT AGREEMENT]

---



| | THE BANK OF NOVA SCOTIA,
        as the Administrative Agent and the Issuer
| | ---------------------------------------------------------------------------
| |                                                                            
| | By:                                                                        
| |                                                                            
| |                                                                            
| |                                                                            
| | Address:                                                                   
| |                                                                            
| |                                                                            
| | Facsimile No.: (212) 225-5480                                              
| |                                                                            
| | Attention:                                                                 



[SIGNATURE PAGE TO REIMBURSEMENT AGREEMENT]

---





SCHEDULE I



DISCLOSURE SCHEDULE TO REIMBURSEMENT AGREEMENT



ITEM 6.17 Guarantees

None.

---



SCHEDULE II

PERCENTAGES;NAME AND NOTICE ADDRESS





|NAME AND NOTICE ADDRESS OF LENDER | LC PERCENTAGE
|--------------------------------- | -------------