EXHIBIT 10(a)

EXECUTION COPY



$300,000,000
  364-DAY CREDIT AGREEMENT
  dated as of June 25, 2002
  among
  PPL ENERGY SUPPLY, LLC,
  THE LENDERS FROM TIME TO TIME PARTY HERETO,
  WACHOVIA BANK, NATIONAL ASSOCIATION
  as Administrative Agent and Issuing Lender,
  CITIBANK, N.A.,
  as Syndication Agent,
  WACHOVIA SECURITIES, INC.
  and
  SALOMON SMITH BARNEY, INC.
  as Co-Lead Arrangers

andBANK ONE, N.A.,

BARCLAYS BANK PLC,
  and



JPMORGAN CHASE BANK,
  as Documentation Agents



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

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

ARTICLE
  I
  DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

|            | Borrower's Ratings (S&P/Moody's) | Applicable Percentage for Commitment Fees | Applicable Percentage for Base Rate Loans | Applicable Percentage for Euro-Dollar Loans and Letter
        of Credit Fees
|----------- | -------------------------------- | ----------------------------------------- | ----------------------------------------- | -----------------------------------------------------------------------------
|Category A: | A-/A3 or higher                  | .100%                                     | 0%                                        | .625%                                                                        
|Category B  | BBB+/Baa1                        | .125%                                     | 0%                                        | .750%                                                                        
|Category C: | BBB/Baa2                         | .150%                                     | 0%                                        | .875%                                                                        
|Category D: | BBB-/Baa3                        | .225%                                     | .125%                                     | 1.125%                                                                       
|Category E: | BB+/Ba1 or lower or unrated      | .275%                                     | .500%                                     | 1.500%                                                                       

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

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



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

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

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

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

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

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

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

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

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

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

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

"Borrower" is defined in the Recital.

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

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

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

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

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

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

"Closing Date" means the date, not later
    than June 25, 2002, on which the Administrative Agent determines that the
    conditions specified in or pursuant to Section 4.01 have been satisfied.

"Commitment" means, with respect to any
    Lender, the commitment of such Lender to make Revolving Loans, or convert
    Revolving Loans into a Term Loan pursuant to Section 2.07(d), as the case
    may be, under this Agreement as set forth in the Commitment Appendix and to
    purchase participations in Letters of Credit pursuant to Article III hereof.

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

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

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

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

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

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

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

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

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

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

"Continuing Lender" means with respect to
    any event described in Section 2.07(b) or 2.07(c), a Lender which is neither
    a Retiring Lender nor a Non-extending Lender, respectively, and "Continuing
    Lenders" means any two or more of such Continuing Lenders.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Existing Credit Agreement" means the $600,000,000
    364-Day Revolving Credit Agreement dated as of June 26, 2001 among the Borrower,
    PPL Corporation, as Guarantor of the obligations of the Borrower, Wachovia
    Bank, National Association (successor by merger to First Union National Bank),
    as Administrative Agent and Issuing Lender, Citibank, N.A., as Syndication
    Agent, Barclays Bank PLC, Westdeutsche Landesbank Girozentrale, New York Branch
    and Bank One, N.A., as Documentation Agents, and the lenders from time to
    time party thereto, as amended through the date hereof.

"Existing Debt" means the Debt outstanding
    on the Closing Date and listed on Schedule 6.15 hereto.

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

"Existing Synthetic Lease Financing" means
    each of the following lease financings existing as of the date hereof, whether
    or not such financing constitutes a "Synthetic Lease" within the
    meaning of this Agreement: (i) the Lower Mount Bethel project, (ii) the lease
    financing involving PPL Large Scale Distributed Generation, LLC and (iii)
    the lease financing involving PPL Large Scale Distributed Generation II, LLC.

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

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

"Fee Letter" means the letter designated
    as such dated as of May 8, 2002 by the Administrative Agent and Wachovia Securities,
    as Co-Lead Arranger and Sole Book Manager, addressed to and acknowledged and
    agreed to by the Borrower.

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

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

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

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

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

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

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

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

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

"Interest Period" means with respect to
    each Euro-Dollar Loan, a period commencing on the date of borrowing specified
    in the applicable Notice of Borrowing or on the date specified in the applicable
    Notice of Conversion/Continuation and ending one, two, three or six months
    thereafter, as the Borrower may elect in the applicable notice; provided,
    that:

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

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

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

(iv)  no Interest Period shall end after the
        Revolving Termination Date or the Term Loan Maturity Date, as applicable.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Obligations" means:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Revolving Termination Date" means the date
    364 days from the date of this Agreement (or, if such day is not a Business
    Day, the next preceding Business Day) or such later date to which the Revolving
    Termination Date may from time to time be extended pursuant to Section 2.07(c)
    or such earlier date upon which the Revolving Commitments shall have been
    terminated in their entirety in accordance with this Agreement.

"SEC" means the Securities and Exchange
    Commission.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE
    II
    THE CREDITS

Section
    2.01  Commitments to Lend. Each Lender severally agrees,
    on the terms and conditions set forth in this Agreement, to make Revolving
    Loans to the Borrower pursuant to this Section 2.01 from time to time during
    the Availability Period in amounts such that its Revolving Outstandings shall
    not exceed its Revolving Commitment; provided, that, immediately after
    giving effect to each such Revolving Loan, the aggregate Revolving Outstandings
    of all Lenders shall not exceed the aggregate amount of the Revolving Commitments
    of all Lenders. Each Revolving Borrowing (other than Mandatory Letter of Credit
    Borrowings) shall be in an aggregate principal amount of $10,000,000 or any
    larger multiple of $1,000,000 (except that any such Borrowing may be in the
    aggregate amount of the unused Revolving Commitments) and shall be made from
    the several Lenders ratably in proportion to their respective Revolving Commitments.
    Within the foregoing limits and subject to Section 2.07(d), the Borrower may
    borrow under this Section 2.01, repay, or, to the extent permitted by Section
    2.09, prepay, Revolving Loans and reborrow under this Section 2.01.

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

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

(ii)  the aggregate amount of such Borrowing;

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

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

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

Section
    2.03  Notice to Lenders; Funding of Loans.

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

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

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

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

Section
    2.04  Noteless Agreement; Evidence of Indebtedness.

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

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

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

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

Section
    2.05  Interest Rates.

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

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

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

(d)  Method of Electing Interest Rates.

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

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

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

Section
    2.06  Fees.

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

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

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

Section
    2.07  Adjustments of Commitments.

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

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

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

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

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

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

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

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



(b)  Optional Extensions of Commitments.

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

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

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

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

Section
    2.08  Maturity of Loans; Mandatory Prepayments.

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

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

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

(b)  Applications of Prepayments and Reductions.

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

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

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

Section
    2.09  Optional Prepayments and Repayments.

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

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

Section
    2.10  General Provisions as to Payments.

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

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

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

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

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

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

Section
    2.15  Increased Cost and Reduced Return.

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

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

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

Section
    2.16  Taxes.

(a)  Payments Net of Certain Taxes.
    Any and all payments by the Borrower to or for the account of any Lender or
    any Agent hereunder or under any other Loan Document shall be made free and
    clear of and without deduction for any and all present or future taxes, duties,
    levies, imposts, deductions, charges and withholdings and all liabilities
    with respect thereto, excluding: (i) taxes imposed on or measured by the net
    income (including branch profits or similar taxes) of, and gross receipts,
    franchise or similar taxes imposed on, any Agent or any Lender by the jurisdiction
    (or subdivision thereof) under the laws of which such Lender or Agent is organized
    or in which its principal executive office is located or, in the case of each
    Lender, in which its Applicable Lending Office is located, and (ii) in the
    case of each Lender, any United States withholding tax imposed on such payments,
    but only to the extent that such Lender is subject to United States withholding
    tax at the time such Lender first becomes a party to this Agreement or changes
    its Applicable Lending Office (all such nonexcluded taxes, duties, levies,
    imposts, deductions, charges, withholdings and liabilities being hereinafter
    referred to as "Taxes"). If the Borrower shall be required by law
    to deduct any Taxes from or in respect of any sum payable hereunder or under
    any other Loan Document to any Lender or any Agent, (i) the sum payable shall
    be increased as necessary so that after making all such required deductions
    (including deductions applicable to additional sums payable under this Section
    2.16(a)) such Lender or Agent (as the case may be) receives an amount equal
    to the sum it would have received had no such deductions been made, (ii) the
    Borrower shall make such deductions, (iii) the Borrower shall pay the full
    amount deducted to the relevant taxation authority or other authority in accordance
    with applicable law and (iv) the Borrower shall furnish to the Administrative
    Agent, for delivery to such Lender, the original or a certified copy of a
    receipt evidencing payment thereof.

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

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

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

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

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

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

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

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

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

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

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

ARTICLE
    III
    LETTERS OF CREDIT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE
    IV
    CONDITIONS

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

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

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

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

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

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

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

(g)  Financial Statements. The Administrative
    Agent and each Lender shall have received and be satisfied with the (i) the
    audited consolidated financial statements of the Borrower and its Consolidated
    Subsidiaries for the fiscal year ending December 31, 2001, audited by PricewaterhouseCoopers
    LLP, or other nationally recognized independent public accountants, and containing
    an opinion of such firm that such financial statements present fairly, in
    all material respects and in conformity with GAAP, the financial position
    and results of operations of the Borrower and its Consolidated Subsidiaries,
    and (ii) unaudited, consolidated, interim financial statements of the Borrower
    and its Consolidated Subsidiaries for the fiscal quarter ending March 31,
    2002.

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

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

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

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

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

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

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

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

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

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

(e)  Since December 31, 2001, there shall have
    been no change in the business, assets, financial condition or operations
    of the Borrower and its Consolidated Subsidiaries, considered as a whole,
    which materially adversely affects the ability of the Borrower to perform
    any of its obligations under this Agreement or any other Loan Document.

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

ARTICLE V
  REPRESENTATIONS
    AND WARRANTIES

The Borrower represents and warrants that:

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

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

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

Section
    5.04   Financial Condition.

(a)  Audited Financial Statements.
    The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries
    as of December 31, 2001 and the related consolidated statements of income
    and cash flows for the fiscal year then ended, reported on by PricewaterhouseCoopers
    LLP, copies of which have been delivered to each of the Administrative Agent
    and the Lenders, fairly present, in conformity with GAAP, the consolidated
    financial position of the Borrower as of such date and its consolidated results
    of operations and cash flows for such fiscal year.

(b)  Interim Financial Statements.
    The unaudited consolidated balance sheet of the Borrower and its Consolidated
    Subsidiaries as of March 31, 2002 and the related unaudited consolidated statements
    of income and cash flows for the three months then ended fairly present, in
    conformity with GAAP applied on a basis consistent with the financial statements
    referred to in subsection (a) of this Section, the consolidated financial
    position of the Borrower as of such date and its consolidated results of operations
    and cash flows for such three-month period (subject to normal year-end audit
    adjustments).

(c)  Material Adverse Change. Since
    December 31, 2001 there has been no change in the business, assets, financial
    condition or operations of the Borrower and its Consolidated Subsidiaries,
    considered as a whole, that would materially and adversely affect the Borrower's
    ability to perform any of its obligations under this Agreement, the Revolving
    Notes or the other Loan Documents.

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

Section
    5.06  Litigation. Except as disclosed in or contemplated
    by the Borrower's Form 10-K Report to the SEC for the year ended December
    31, 2001 or in any subsequent Form 10-Q or 8-K Report or otherwise furnished
    in writing to the Administrative Agent, no litigation, arbitration or administrative
    proceeding against the Borrower is pending or, to the Borrower's knowledge,
    threatened, which, if adversely determined, would materially and adversely
    affect the ability of the Borrower to perform any of its obligations under
    this Agreement, the Revolving Notes or the other Loan Documents. There is
    no litigation, arbitration or administrative proceeding pending or, to the
    knowledge of the Borrower, threatened which questions the validity of this
    Agreement or the other Loan Documents to which it is a party.

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

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

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

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

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

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

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

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

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

Section
    5.05  Environmental Matters.

(a)  Except (i) as disclosed in or contemplated
    by the Borrower's Form 10-K Report to the SEC for the year ended December
    31, 2001 or in any subsequent Form 10-Q or 8-K Report or otherwise furnished
    to the Administrative Agent in writing, or (ii) to the extent that the liabilities
    of the Borrower and its Subsidiaries, taken as a whole, that relate to or
    could result from the matters referred to in clauses (a) through (c), inclusive,
    would not reasonably be expected to result in a Material Adverse Effect, to
    the Borrower's or any of its Subsidiaries' knowledge:

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

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

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

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

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

ARTICLE
    VI
    COVENANTS

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

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

(a)  Annual Financial Statements.
    Within 120 days after the end of each fiscal year of the Borrower, a consolidated
    balance sheet of the Borrower and its Consolidated Subsidiaries as of the
    end of such fiscal year and the related consolidated statements of income
    and cash flows for such fiscal year and accompanied by an opinion thereon
    by independent public accountants of recognized national standing, which opinion
    shall state that such consolidated financial statements present fairly the
    consolidated financial position of the Borrower and its Consolidated Subsidiaries
    as of the date of such financial statements and the results of their operations
    for the period covered by such financial statements in conformity with GAAP
    applied on a consistent basis.

(b)  Quarterly Financial Statements.
    Within 60 days after the end of each of the first three quarters of each fiscal
    year of the Borrower, a consolidated balance sheet of the Borrower and its
    Consolidated Subsidiaries as of the end of such quarter and the related consolidated
    statements of income and cash flows for such fiscal quarter, all certified
    (subject to normal year-end audit adjustments) as to fairness of presentation,
    GAAP and consistency by any vice president, the treasurer or the controller
    of the Borrower.

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

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

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

(f)  Securities Laws Filing. Within
    120 days after the end of each fiscal year, a copy of any Form 10-K Report
    to the SEC and within 60 days after the end of each of the first three quarters
    in each fiscal year, a copy of any Form 10-Q Report to the SEC, and promptly
    upon the filing thereof, any other filings with the SEC.

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

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

Section
    6.02  Maintenance of Property; Insurance.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(p)  with respect to PPL Interstate Energy Company,
    any Liens other than Liens securing Debt of PPL Interstate Energy Company;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(d)  Non-Recourse Debt; and

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

ARTICLE
    VII
    DEFAULTS

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

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

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

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

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

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

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

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

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

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

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

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

(l)  a Change of Control shall have occurred;

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

ARTICLE
    VIII
    THE AGENTS

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

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

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

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

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

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

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

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

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

Section
    8.10  Administrative Agent's Fees; Arranger Fee. The
    Borrower shall pay to the Administrative Agent for its own account and to
    Wachovia Securities and Salomon Smith Barney, Inc., in their capacity as Co-Lead
    Arrangers (the "Co-Lead Arrangers"), for their own account, fees
    in the amounts and at the times agreed upon between the Borrower, the Administrative
    Agent and Wachovia Securities, respectively, pursuant to the Fee Letter, and
    between the Borrower and Salomon Smith Barney, Inc. pursuant to that certain
    letter agreement dated as of May 20, 2002.

ARTICLE
    IX
    MISCELLANEOUS

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

if to the Borrower:

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

with a copy to:

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

if to the Administrative Agent:

Wachovia Bank, National Association
            One Wachovia Center
            301 South College Street - NC0251
            Charlotte, North Carolina 28288
            Attention: Mike Kolosowsky
            Telephone: 704-383-8225
            Facsimile: 704-383-7611

with a copy to:

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

with a copy to:

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

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



Section 9.03  Expenses; Indemnification.

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

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

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

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

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

Section
    9.06  Successors and Assigns.

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

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

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

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

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



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

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

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

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

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

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

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

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

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

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

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

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

|IN WITNESS WHEREOF, the parties hereto have
        caused this Agreement to be duly executed by their respective authorized
        officers as of the day and year first above written.
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| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                   
| | KBC BANK N.V., as a Lender                                                                                                                                                                        
| | By: __________________________________
        Name:
        Title:                                                                                                                               
| | Address:
        125 West 55th Street
        New York, New York 10019
        Attention: Loan Administration
        Telephone: 212-541-0653
        Facsimile: 212-956-5581                     
| |                                                                                                                                                                                                   
| |                                                                                                                                                                                                   
| | MELLON BANK, N.A., as a Lender                                                                                                                                                                    
| | By: __________________________________
        Name:
        Title:                                                                                                                               
| | Address:
        One Mellon Center
        Room 4530
        Pittsburgh, Pennsylvania 15258-0001
        Attention: Mark W. Rogers
        Telephone: 412-234-1888
        Facsimile: 412-236-1840
| |                                                                                                                                                                                                   
| |                                                                                                                                                                                                   
| | MIZUHO CORPORATE BANK, LTD., NEW
        YORK BRANCH, as a Lender                                                                                                                                 
| | By: __________________________________
        Name:
        Title:                                                                                                                               
| | Address:
        1251 Avenue of the Americas
        New York, New York 10020-1104
        Attention: Christine Francese
        Telephone: 212-282-4097
        Facsimile: 212-282-4480          
| |                                                                                                                                                                                                   
| |                                                                                                                                                                                                   
| | MORGAN STANLEY BANK, as a Lender                                                                                                                                                                  
| | By: __________________________________
        Name:
        Title:                                                                                                                               
| | Address:
        1585 Broadway
        New York, New York 10036
        Attention: James Morgan
        Telephone: 212-537-1470
        Facsimile: 212-537-1867                                   
| |                                                                                                                                                                                                   
| |                                                                                                                                                                                                   
| | UNION BANK OF CALIFORNIA, N.A.,
        as a Lender                                                                                                                                               
| | By: __________________________________
        Name:
        Title:                                                                                                                               
| | Address:
        601 Potrero Grande Drive
        Monterey Park, California 91754
        Attention: Gohar Karapetyan
        Telephone: 323-720-2697
        Facsimile: 323-724-6198             
| | UBS AG, STAMFORD BRANCH, as a Lender                                                                                                                                                              
| | By: __________________________________
        Name:
        Title:                                                                                                                               
| | By: __________________________________
        Name:
        Title:                                                                                                                               
| | Address:
        677 Washington Boulevard
        Stamford, Connecticut 06901
        Attention: Deborah Porter
        Telephone: 203-719-6391
        Facsimile: 203-719-3888                   
| |                                                                                                                                                                                                   
| |                                                                                                                                                                                                   
| | WESTDEUTSCHE LANDESBANK
        GIROZENTRALE, NEW YORK BRANCH, as a Lender                                                                                                                        
| | By: __________________________________
        Name:
        Title:                                                                                                                               
| | By: __________________________________
        Name:
        Title:                                                                                                                               
| | Address:
        1211 Avenue of the Americas
        New York, New York 10036
        Attention: Daniel Palermo
        Telephone: 212-852-6157
        Facsimile: 212-302-7946                   



Table of Contents

|ARTICLE I                 | DEFINITIONS                    | 1 
|------------------------- | ------------------------------ | --
|                          | Section 1.01                   |   
|ARTICLE II                | THE CREDITS                    | 17
|                          | Section 2.01                   |   
|                          | Section 2.02                   |   
|                          | Section 2.03                   |   
|                          | Section 2.04                   |   
|                          | Section 2.05                   |   
|                          | Section 2.06                   |   
|                          | Section 2.07                   |   
|                          | Section 2.08                   |   
|                          | Section 2.09                   |   
|                          | Section 2.10                   |   
|                          | Section 2.11                   |   
|                          | Section 2.12                   |   
|                          | Section 2.13                   |   
|                          | Section 2.14                   |   
|                          | Section 2.15                   |   
|                          | Section 2.16                   |   
|                          | Section 2.17                   |   
|ARTICLE III               | LETTERS OF CREDIT              | 32
|                          | Section 3.01                   |   
|                          | Section 3.02                   |   
|                          | Section 3.03                   |   
|                          | Section 3.04                   |   
|                          | Section 3.05                   |   
|                          | Section 3.06                   |   
|                          | Section 3.07                   |   
|                          | Section 3.08                   |   
|                          | Section 3.09                   |   
|                          | Section 3.10                   |   
|                          | Section 3.11                   |   
|                          | Section 3.12                   |   
|                          | Section 3.13                   |   
|ARTICLE IV                | CONDITIONS                     | 38
|                          | Section 4.01                   |   
|                          | Section 4.02                   |   
|ARTICLE V                 | REPRESENTATIONS AND WARRANTIES | 41
|                          | Section 5.01                   |   
|                          | Section 5.02                   |   
|                          | Section 5.03                   |   
|                          | Section 5.04                   |   
|                          | Section 5.05                   |   
|                          | Section 5.06                   |   
|                          | Section 5.07                   |   
|                          | Section 5.08                   |   
|                          | Section 5.09                   |   
|                          | Section 5.10                   |   
|                          | Section 5.11                   |   
|                          | Section 5.12                   |   
|                          | Section 5.13                   |   
|                          | Section 5.14                   |   
|                          | Section 5.15                   |   
|                          | Section 5.16                   |   
|ARTICLE VI                | COVENANTS                      | 45
|                          | Section 6.01                   |   
|                          | Section 6.02                   |   
|                          | Section 6.03                   |   
|                          | Section 6.04                   |   
|                          | Section 6.05                   |   
|                          | Section 6.06                   |   
|                          | Section 6.07                   |   
|                          | Section 6.08                   |   
|                          | Section 6.09                   |   
|                          | Section 6.10                   |   
|                          | Section 6.11                   |   
|                          | Section 6.12                   |   
|                          | Section 6.13                   |   
|                          | Section 6.14                   |   
|ARTICLE VII               | DEFAULTS                       | 52
|                          | Section 7.01                   |   
|ARTICLE VIII              | THE AGENTS                     | 54
|                          | Section 8.01                   |   
|                          | Section 8.02                   |   
|                          | Section 8.03                   |   
|                          | Section 8.04                   |   
|                          | Section 8.05                   |   
|                          | Section 8.06                   |   
|                          | Section 8.07                   |   
|                          | Section 8.08                   |   
|                          | Section 8.09                   |   
|                          | Section 8.10                   |   
|ARTICLE IX                | MISCELLANEOUS                  | 58
|                          | Section 9.01                   |   
|                          | Section 9.02                   |   
|                          | Section 9.03                   |   
|                          | Section 9.04                   |   
|                          | Section 9.05                   |   
|                          | Section 9.06                   |   
|                          | Section 9.07                   |   
|                          | Section 9.08                   |   
|                          | Section 9.09                   |   
|                          | Section 9.10                   |   
|                          | Section 9.11                   |   
|                          | Section 9.12                   |   
|                          |                                |   
|Appendices and Schedules: |                               
|                          | Commitment Appendix            |   
|                          | Schedule 3.01                  |   
|                          | Schedule 5.12                  |   
|                          | Schedule 6.11                  |   
|                          | Schedule 6.14                  |   
|Exhibits:                 |                                |   
|                          | Exhibit A-1                    |   
|                          | Exhibit A-2                    |   
|                          | Exhibit A-3                    |   
|                          | Exhibit A-4                    |   
|                          | Exhibit A-5                    |   
|                          | Exhibit B                      |   
|                          | Exhibit C                      |   
|                          | Exhibit D                      |