EXHIBIT 10(b)

EXECUTION COPY



$300,000,000

THREE-YEAR CREDIT AGREEMENT

dated as of June 25, 2002

among

PPL ENERGY SUPPLY, LLC,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

WACHOVIA BANK, NATIONAL ASSOCIATIONas Administrative Agent and Issuing Lender,

CITIBANK, N.A.,as Syndication Agent,

Wachovia SECURITIES, INC.

and

SALOMON SMITH BARNEY, INC.,as Co-Lead Arrangers,

and

BANK ONE, N.A.,

BARCLAYS BANK PLC,and

JPMORGAN CHASE BANK,
  as Documentation Agents

CREDIT AGREEMENT(this "Agreement")
          dated as of June 25, 2002 among PPL 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 IDEFINITIONS

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

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

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

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

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

"Affiliates" means, with respect to any Person,
  any other Person who is directly or indirectly 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                  | .150%                                     | 0%                                        | .625%                                                                        
|Category B  | BBB+/Baa1                        | .175%                                     | 0%                                        | .750%                                                                        
|Category C: | BBB/Baa2                         | .200%                                     | 0%                                        | .875%                                                                        
|Category D: | BBB-/Baa3                        | .275%                                     | .125%                                     | 1.125%                                                                       
|Category E: | BB+/Ba1 or lower or unrated      | .325%                                     | .500%                                     | 1.500%                                                                       

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



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



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

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

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

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

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

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

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

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

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

"Borrower" is defined in the Recital.

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

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

"Business Day" means any day except a Saturday,
  Sunday or other day on which commercial banks in Charlotte, North Carolina 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 under this Agreement as
  set forth in the Commitment Appendix and to purchase participations in Letters
  of Credit pursuant to Article III hereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"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 6.14 hereto.

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

"Existing Synthetic Lease Financing" means
  each of the following lease financings existing as of the date hereof, regardless
  of whether such financing constitutes a "Synthetic Lease" within the
  meaning of this Agreement: (i) the Lower Mount Bethel project, (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.

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

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

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

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

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

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

"Letter of Credit Commitment" means the lesser
  of (i) $300,000,000 and (ii) the aggregate Revolving Commitment.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Obligations" means:

(v)  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;

(vi)  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;

(vii)  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

(viii)  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 June [],
  2005 (or, if such day is not a Business Day, the next preceding Business Day)
  or such earlier date upon which the Revolving Commitments shall have been terminated
  in their entirety in accordance with this Agreement.

"SEC" means the Securities and Exchange Commission.

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

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

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

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

"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).

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

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

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

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

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

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

ARTICLE IITHE CREDITS

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

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

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

(ii)  the aggregate amount of such Borrowing;

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

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

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

Section
  2.03  Notice to Lenders; Funding of Loans.

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

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

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

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

Section
  2.04  Noteless Agreement; Evidence of Indebtedness.

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

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

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

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

Section
  2.05   Interest Rates.

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

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

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

(d)  Method of Electing Interest Rates.

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

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

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

Section
  2.06  Fees.

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

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

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

Section
  2.07  Adjustments of Commitments.

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

(b)  Optional Termination of Commitments (Non-Pro-Rata).
  If (i) any Lender has demanded compensation or indemnification pursuant to Sections
  2.13, 2.14, 2.15 or 2.16, (ii) the obligation of any Lender to make Euro-Dollar
  Loans has been suspended pursuant to Section 2.14 or (iii) any Lender is a Defaulting
  Lender, 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.

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

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

(b)  Applications of Prepayments and Reductions.

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

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

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

Section
  2.09  Optional Prepayments and Repayments.

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

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

Section
  2.10  General Provisions as to Payments.

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

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

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

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

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

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

Section
  2.15  Increased Cost and Reduced Return.

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

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

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

Section
  2.16  Taxes.

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE IIILetters 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 IVCONDITIONS

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

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

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

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

(d)  the fact that the representations and warranties
  of the Borrower contained in this Agreement and the other Loan Documents shall
  be true and correct on and as of the date of such Credit Event (except for the
  representations in Section 5.12, 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 VREPRESENTATIONS 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
  5.16  Environmental Matters.

(a)  Except (i) as disclosed in or contemplated by
  the Borrower's Form 10-K Report to the SEC for the year ended December 31, 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

(ii)  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 VICOVENANTS

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 VIIITHE AGENTS

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

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

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

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

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

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

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

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

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

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

ARTICLE IXMISCELLANEOUS

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

if to the Borrower:

PPL 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.

| | PPL ENERGY SUPPLY, LLC                                             
| | -------------------------------------------------------------------
| | By:_______________________________________
      Name:
      Title:
| | WACHOVIA BANK, NATIONAL ASSOCIATION,
      as Administrative Agent 
| | By:_______________________________________
      Name:
      Title:
| | WACHOVIA BANK, NATIONAL ASSOCIATION,
      as Issuing Lender       
| | By:_______________________________________
      Name:
      Title:
| | WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender                   
| | By:_______________________________________
      Name:
      Title:

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

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

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

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

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

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

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

| |                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                               
| | MIZUHO CORPORATE BANK, LTD., NEW YORK BRANCH,
      as a Lender                                                                                                               
| | By: :__________________________________
      Name:
      Title:                                                                                                              
| | Address:
      1251 Avenue of 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 PageArticle I
      
      DEFINITIONS
      1Section 1.01
      
      Definitions
      1Article II
      
      THE CREDITS
      16Section 2.01
      
      Commitments to Lend
      16Section 2.02
      
      Notice of Borrowings
      17Section 2.03
      
      Notice to Lenders; Funding of Loans
      17Section 2.04
      
      Noteless Agreement; Evidence of
        Indebtedness
      18Section 2.05
      
      Interest Rates
      19Section 2.06
      
      Fees
      21Section 2.07
      
      Adjustments of Commitments
      21Section 2.08
      
      Maturity of Loans; Mandatory Prepayments
      23Section 2.09
      
      Optional Prepayments and Repayments
      24Section 2.10
      
      General Provisions as to Payments
      24Section 2.11
      
      Funding Losses
      25Section 2.12
      
      Computation of Interest and Fees
      25Section 2.13
      
      Basis for Determining Interest Rate
        Inadequate Unfair or Unavailable
      25Section 2.14
      
      Illegality
      25Section 2.15
      
      Increased Cost and Reduced Return
      26Section 2.16
      
      Taxes
      27Section 2.17
      
      Base Rate Loans Substituted for
        Affected Euro-Dollar Loans
      29Article III
      
      LETTERS OF CREDIT
      30Section 3.01
      
      Existing Letters of Credit
      30Section 3.02
      
      Additional Letters of Credit
      30Section 3.03
      
      Method of Issuance of Letters of
        Credit
      30Section 3.04
      
      Conditions to Issuance of Additional
        Letters of Credit
      31Section 3.05
      
      Purchase and Sale of Letter of Credit
        Participations
      31Section 3.06
      
      Drawings under Letters of Credit
      31Section 3.07
      
      Reimbursement Obligations
      32Section 3.08
      
      Duties of Issuing Lenders to Lenders;
        Reliance
      32Section 3.09
      
      Obligations of Lenders to Reimburse
        Issuing Lender for Unpaid Drawings
      33Section 3.10
      
      Funds Received from the Borrower
        in Respect of Drawn Letters of Credit
      34Section 3.11
      
      Obligations in Respect of Letters
        of Credit Unconditional
      34Section 3.12
      
      Indemnification in Respect of Letters
        of Credit
      35Section 3.13
      
      ISP98
      36Article IV
      
      CONDITIONS
      36Section 4.01
      
      Conditions to Closing
      36Section 4.02
      
      Conditions to All Credit Event
      37ARTICLE V
      
      REPRESENTATIONS AND WARRANTIES
      38Section 5.01
      
      Status
      38Section 5.02
      
      Authority; No Conflict
      38Section 5.03
      
      Legality; Etc
      39Section 5.04
      
      Financial Condition
      39Section 5.05
      
      Rights to Properties
      39Section 5.06
      
      Litigation
      39Section 5.07
      
      No Violation
      40Section 5.08
      
      ERISA
      40Section 5.09
      
      Governmental Approvals
      40Section 5.10
      
      Investment Company Act
      40Section 5.11
      
      Public Utility Holding Company Act
      40Section 5.12
      
      Restricted Subsidiaries, Etc
      40Section 5.13
      
      Tax Returns and Payments
      41Section 5.14
      
      Compliance with Laws
      41Section 5.15
      
      No Default
      41Section 5.16
      
      Environmental Matters
      41ARTICLE VI
      
      COVENANTS
      42Section 6.01
      
      Information
      42Section 6.02
      
      Maintenance of Property; Insurance
      44Section 6.03
      
      Conduct of Business and Maintenance
        of Existence
      44Section 6.04
      
      Compliance with Laws, Etc
      44Section 6.05
      
      Books and Records
      45Section 6.06
      
      Use of Proceeds
      45Section 6.07
      
      Restriction on Liens
      45Section 6.08
      
      Merger or Consolidation
      48Section 6.09
      
      Asset Sales
      48Section 6.10
      
      Transactions with Affiliates
      48Section 6.11
      
      Restrictive Agreements
      49Section 6.12
      
      Consolidated Debt to Consolidated
        Capitalization Ratio
      49Section 6.13
      
      Cash Interest Coverage Ratio
      49Section 6.14
      
      Indebtedness
      49ARTICLE VII
      
      DEFAULTS
      49Section 7.01
      
      Events of Default
      49ARTICLE VIII
      THE AGENTS
      51Section 8.01
      
      Appointment and Authorization
      51Section 8.02
      
      Individual Capacity
      52Section 8.03
      
      Delegation of Duties
      52Section 8.04
      
      Reliance by the Administrative Agent
      52Section 8.05
      
      Notice of Default
      53Section 8.06
      
      Non-Reliance on the Agents and Other
        Lenders
      53Section 8.07
      
      Exculpatory Provisions
      53Section 8.08
      
      Indemnification
      54Section 8.09
      
      Resignation; Successors
      54Section 8.10
      
      Administrative Agent's Fees; Arranger
        Fee
      55ARTICLE IX
      
      MISCELLANEOUS
      55Section 9.01
      
      Notices
      55Section 9.02
      
      No Waivers; Non-Exclusive Remedies
      56Section 9.03
      
      Expenses; Indemnification
      56Section 9.04
      
      Sharing of Set-Offs
      57Section 9.05
      
      Amendments and Waivers
      58Section 9.06
      
      Successors and Assigns
      58Section 9.07
      
      Governing Law; Submission to Jurisdiction
      60Section 9.08
      
      Counterparts; Integration; Effectiveness
      61Section 9.09
      
      Generally Accepted Accounting Principles
      61Section 9.10
      
      Usage
      61Section 9.11
      
      WAIVER OF JURY TRIAL
      62Section 9.12
      
      Confidentiality
      62Appendices and Schedules:Commitment AppendixSchedule 3.01
      
      
      - Existing Letters of CreditSchedule 5.12
      
      
      - Restricted Subsidiaries, Etc.Schedule 6.11
      
      
      - Restrictive AgreementsSchedule 6.14
      
      
      - Existing DebtExhibits:Exhibit A-1
      - Form of Notice of BorrowingExhibit A-2
      - Form of Notice of Conversion/ContinuationExhibit A-3
      - Form of Letter of Credit RequestExhibit A-4
      - Extension LetterExhibit B
      - Form of Revolving NoteExhibit C
      - Form of Assignment and Assumption
        AgreementExhibit D
      - Forms of Opinion of Counsel for
        the Borrower -