Exhibit 10(b)

$800,000,000

FIVE-YEAR CREDIT AGREEMENT

dated as of June 22, 2004

among

PPL ENERGY SUPPLY, LLC,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

WACHOVIA BANK, NATIONAL ASSOCIATION
  as Administrative Agent and Issuing Lender,

BARCLAYS BANK PLC

and

CITIBANK, N.A.,
  as Syndication Agents,

WACHOVIA CAPITAL MARKETS, LLC

and

BARCLAYS CAPITAL,
  as Lead Arrangers,

and

JPMORGAN CHASE BANK

and

THE BANK OF NOVA SCOTIA,
  as Documentation Agents



|ARTICLE I    | DEFINITIONS                    | 1                                                                             
|------------ | ------------------------------ | ------------------------------------------------------------------------------
|             | Section 1.01                   | Definitions                                                                   
|ARTICLE II   | THE CREDITS                    | 17                                                                            
|             | Section 2.01                   | Commitments to Lend                                                           
|             | Section 2.02                   | Notice of Borrowings                                                          
|             | Section 2.03                   | Notice to Lenders; Funding of Loans                                           
|             | Section 2.04                   | Noteless Agreement; Evidence of
        Indebtedness                          
|             | Section 2.05                   | Interest Rates                                                                
|             | Section 2.06                   | Fees                                                                          
|             | Section 2.07                   | Adjustments of Commitments                                                    
|             | Section 2.08                   | Maturity of Loans; Mandatory Prepayments                                      
|             | Section 2.09                   | Optional Prepayments and Repayments                                           
|             | Section 2.10                   | General Provisions as to Payments                                             
|             | Section 2.11                   | Funding Losses                                                                
|             | Section 2.12                   | Computation of Interest and Fees                                              
|             | Section 2.13                   | Basis for Determining Interest
        Rate Inadequate, Unfair or Unavailable 
|             | Section 2.14                   | Illegality                                                                    
|             | Section 2.15                   | Increased Cost and Reduced Return                                             
|             | Section 2.16                   | Taxes                                                                         
|             | Section 2.17                   | Base Rate Loans Substituted for
        Affected Euro-Dollar Loans            
|ARTICLE III  | Letters of Credit              | 32                                                                            
|             | Section 3.01                   | Existing Letters of Credit                                                    
|             | Section 3.02                   | Additional Letters of Credit                                                  
|             | Section 3.03                   | Method of Issuance of Letters of
        Credit                               
|             | Section 3.04                   | Conditions to Issuance of Additional
        Letters of Credit                
|             | Section 3.05                   | Purchase and Sale of Letter of
        Credit Participations                  
|             | Section 3.06                   | Drawings under Letters of Credit                                              
|             | Section 3.07                   | Reimbursement Obligations                                                     
|             | Section 3.08                   | Duties of Issuing Lenders to Lenders;
        Reliance                        
|             | Section 3.09                   | Obligations of Lenders to Reimburse
        Issuing Lender for Unpaid Drawings
|             | Section 3.10                   | Funds Received from the Borrower
        in Respect of Drawn Letters of Credit
|             | Section 3.11                   | Obligations in Respect of Letters
        of Credit Unconditional             
|             | Section 3.12                   | Indemnification in Respect of Letters of Credit                               
|             | Section 3.13                   | ISP98                                                                         
|ARTICLE IV   | CONDITIONS                     | 38                                                                            
|             | Section 4.01                   | Conditions to Closing                                                         
|             | Section 4.02                   | Conditions to All Credit Events                                               
|ARTICLE V    | REPRESENTATIONS AND WARRANTIES | 40                                                                            
|             | Section 5.01                   | Status                                                                        
|             | Section 5.02                   | Authority; No Conflict                                                        
|             | Section 5.03                   | Legality; Etc                                                                 
|             | Section 5.04                   | Financial Condition                                                           
|             | Section 5.05                   | Rights to Properties                                                          
|             | Section 5.06                   | Litigation                                                                    
|             | Section 5.07                   | No Violation                                                                  
|             | Section 5.08                   | ERISA                                                                         
|             | Section 5.09                   | Governmental Approvals                                                        
|             | Section 5.10                   | Investment Company Act                                                        
|             | Section 5.11                   | Public Utility Holding Company
        Act                                    
|             | Section 5.12                   | Restricted Subsidiaries, Etc                                                  
|             | Section 5.13                   | Tax Returns and Payments                                                      
|             | Section 5.14                   | Compliance with Laws                                                          
|             | Section 5.15                   | No Default                                                                    
|             | Section 5.16                   | Environmental Matters                                                         
|             | Section 5.17                   | Reportable Transactions                                                       
|             | Section 5.18                   | Guarantees                                                                    
|ARTICLE VI   | COVENANTS                      | 44                                                                            
|             | Section 6.01                   | Information                                                                   
|             | Section 6.02                   | Maintenance of Property; Insurance                                            
|             | Section 6.03                   | Conduct of Business and Maintenance
        of Existence                      
|             | Section 6.04                   | Compliance with Laws, Etc                                                     
|             | Section 6.05                   | Books and Records                                                             
|             | Section 6.06                   | Use of Proceeds                                                               
|             | Section 6.07                   | Restriction on Liens                                                          
|             | Section 6.08                   | Merger or Consolidation                                                       
|             | Section 6.09                   | Asset Sales                                                                   
|             | Section 6.10                   | Transactions with Affiliates                                                  
|             | Section 6.11                   | Restrictive Agreements                                                        
|             | Section 6.12                   | Consolidated Debt to Consolidated
        Capitalization Ratio                
|             | Section 6.13                   | Cash Interest Coverage Ratio                                                  
|             | Section 6.14                   | Indebtedness                                                                  
|ARTICLE VII  | DEFAULTS                       | 51                                                                            
|             | Section 7.01                   | Events of Default                                                             
|ARTICLE VIII | THE AGENTS                     | 53                                                                            
|             | Section 8.01                   | Appointment and Authorization                                                 
|             | Section 8.02                   | Individual Capacity                                                           
|             | Section 8.03                   | Delegation of Duties                                                          
|             | Section 8.04                   | Reliance by the Administrative
        Agent                                  
|             | Section 8.05                   | Notice of Default                                                             
|             | Section 8.06                   | Non-Reliance on the Agents and
        Other Lenders                          
|             | Section 8.07                   | Exculpatory Provisions                                                        
|             | Section 8.08                   | Indemnification                                                               
|             | Section 8.09                   | Resignation; Successors                                                       
|             | Section 8.10                   | Administrative Agent's Fees; Arranger
        Fee                             
|ARTICLE IX   | MISCELLANEOUS                  | 57                                                                            
|             | Section 9.01                   | Notices                                                                       
|             | Section 9.02                   | No Waivers; Non-Exclusive Remedies                                            
|             | Section 9.03                   | Expenses; Indemnification                                                     
|             | Section 9.04                   | Sharing of Set-Offs                                                           
|             | Section 9.05                   | Amendments and Waivers                                                        
|             | Section 9.06                   | Successors and Assigns                                                        
|             | Section 9.07                   | Governing Law; Submission to Jurisdiction                                     
|             | Section 9.08                   | Counterparts; Integration; Effectiveness                                      
|             | Section 9.09                   | Generally Accepted Accounting Principles                                      
|             | Section 9.10                   | Usage                                                                         
|             | Section 9.11                   | WAIVER OF JURY TRIAL                                                          
|             | Section 9.12                   | Confidentiality                                                               
|             | Section 9.13                   | USA PATRIOT Act Notice                                                        



|Appendices and Schedules:
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|Exhibits
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FIVE-YEAR CREDIT AGREEMENT(this
  "Agreement") dated as of June 22, 2004 among PPL ENERGY SUPPLY, LLC,
  the LENDERS party hereto from time to time, WACHOVIA BANK, NATIONAL ASSOCIATION,
  as Administrative Agent and Issuing Lender, BARCLAYS BANK PLC AND CITIBANK,
  N.A., as Syndication Agents, WACHOVIA CAPITAL MARKETS, LLC and BARCLAYS CAPITAL
  (the investment banking division of Barclays Bank PLC), as Lead Arrangers, and
  JPMORGAN CHASE BANK and THE BANK OF NOVA SCOTIA, 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 $800,000,000 for the
  purposes and on the terms and conditions set out in this Agreement.



ARTICLE I 
  DEFINITIONS

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

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

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

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

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

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

"Affiliates" means, with respect to any Person,
  any other Person who is directly or indirectly controlling, 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 Agents, the Lead Arrangers 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%                                        | .500%                                                                        
|Category B | BBB+/Baa1                        | .175%                                     | 0%                                        | .625%                                                                        
|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%                                     | 1.625%                                                                       

"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 1/3% of Total Commitments
|---------- | --------------------------- | ------------------------------------
|Category A | A-/A3 or higher             | .125%                               
|Category B | BBB+/Baa1                   | .125%                               
|Category C | BBB/Baa2                    | .125%                               
|Category D | BBB-/Baa3                   | .125%                               
|Category E | BB+/Ba1 or lower or unrated | .125%                               

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

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

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

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

"Closing Date" means the date, not later than
  June 22, 2004, 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
  $200,000,000 of Hybrid Preferred Securities and (D) up to an aggregate amount
  of $200,000,000 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 $200,000,000 of
  Hybrid Preferred Securities and (ii) up to an aggregate amount of $200,000,000
  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.

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

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

"Default" means any 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 JPMorgan Chase
  Bank and The Bank of Nova Scotia, in their capacity as documentation agents
  for the Lenders under this Agreement and under the other Loan Documents, and
  their respective 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 Lender; (ii)
  a commercial bank organized under the laws of the United States and having a
  combined capital and surplus of at least $100,000,000; (iii) 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 (iv) an Affiliate of a Lender that is
  an "accredited investor" (as defined in Regulation D under the Securities
  Act of 1933, as amended); provided, that upon and following the occurrence of
  an Event of Default, an Eligible Assignee shall mean any Person.

"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 Agreements" means the (i)
  $300,000,000 Three-Year Revolving Credit Agreement dated as of June 25, 2002
  among the Borrower, Wachovia Bank, National Association, as Administrative Agent
  and Issuing Lender, Citibank, N.A., as Syndication Agent, WCM (successor to
  Wachovia Securities, Inc.) and Citigroup Global Markets, Inc. (successor to
  Salomon Smith Barney, Inc.), as Lead Arrangers, Bank One, N.A., Barclays Bank
  PLC and JPMorgan Chase Bank, as Documentation Agents, and the lenders from time
  to time party thereto, as amended through the date hereof and (ii) $200,000,000
  Three-Year Revolving Credit Agreement dated as of June 26, 2001 among the Borrower,
  Wachovia Bank, National Association (successor to First Union National Bank),
  as Administrative Agent and Issuing Lender, Citibank, N.A., as Syndication Agent,
  Barclays Bank PLC, Westdeutsche Landesbank Gironzentrale, 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 Agreements
  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 and (ii) the lease
  financing involving PPL Large Scale Distributed Generation II, LLC.

"Extension Date" means, in the event the Revolving
  Termination Date or the Current Revolving Termination Date, as applicable, is
  extended pursuant to Section 2.07(c), either (i) in a year in which the Current
  Revolving Termination Date does not occur, the anniversary of the Closing Date
  occurring in any such year or (ii) in the year in which the Current Revolving
  Termination Date is scheduled to occur, the then Current Revolving Termination
  Date.

"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 April 29, 2004 by the Administrative Agent and WCM, as Lead
  Arranger and Joint Book Manager, addressed to and acknowledged and agreed to
  by the Borrower.

"Final Election Date" has the meaning set
  forth in Section 2.07(c)(i).

"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).

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

"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 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.

"Lead Arrangers" means WCM and Barclays Capital
  (the investment banking division of Barclays Bank PLC), in their capacities
  as lead arrangers for the Lenders hereunder and under the other Loan Documents,
  and their successors in such capacity.

"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 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.

"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 a principal or face amount exceeding $40,000,000.

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

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

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

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

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

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

"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:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Refinanced Agreements" means the Existing
  Credit Agreements 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 direct Wholly-Owned Subsidiary of 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 22,
  2009 (or, if such day is not a Business Day, the next preceding Business Day),
  as extended from time to time pursuant to Section 2.07(c), or such earlier date
  upon which the Revolving Commitments shall have been terminated in their entirety
  in accordance with this Agreement.

"SEC" means the Securities and Exchange Commission.

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

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

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

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

"Syndication Agents" means Barclays Bank PLC
  and Citibank, N.A., in their capacities as syndication agents for the Lenders
  hereunder and under the other Loan Documents, and their 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.

"WCM" means Wachovia Capital Markets, LLC,
  and its successors and assigns.

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

ARTICLE II
  THE CREDITS

Section 2.01    Commitments to Lend.
  Each Lender severally agrees, on the terms and conditions set forth in this
  Agreement, to make Revolving Loans to the Borrower pursuant to this Section
  2.01 from time to time during the Availability Period in amounts such that its
  Revolving Outstandings shall not exceed its Revolving Commitment; provided,
  that, immediately after giving effect to each such Revolving Loan, the aggregate
  Revolving Outstandings of all Lenders shall not exceed the aggregate amount
  of the Revolving Commitments of all Lenders. Each Revolving Borrowing (other
  than Mandatory Letter of Credit Borrowings) shall be in an aggregate principal
  amount of $10,000,000 or any larger multiple of $1,000,000 (except that any
  such Borrowing may be in the aggregate amount of the unused Revolving Commitments)
  and shall be made from the several Lenders ratably in proportion to their respective
  Revolving Commitments. Within the foregoing limits, 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(c)) 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(c), 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' prior written 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 a minimum amount of $10,000,000 or any integral
  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 (each such Lender described in clauses (i),
  (ii) or (iii) being a "Retiring Lender"), the Borrower shall have
  the right, if no Default or Event of Default then exists, to replace such Lender
  with one or more Eligible Assignees (which may be one or more of the Continuing
  Lenders) (each a "Replacement Lender" and, collectively, the "Replacement
  Lenders") reasonably acceptable to the Administrative Agent. The replacement
  of a Retiring Lender pursuant to this Section 2.07(b) shall be effective on
  the tenth Business Day (the "Replacement Date") following the date
  of notice of such replacement to the Retiring Lender and each Continuing Lender
  through the Administrative Agent, subject to the satisfaction of the following
  conditions:

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

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

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

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

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

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

(c)    Optional Extensions of Commitments.

(i)    The
  Borrower may, by sending an Extension Letter to the Administrative Agent (in
  which case the Administrative Agent shall promptly deliver a copy to each of
  the Lenders), not less than 30 days and not more than 60 days prior to each
  anniversary of the Closing Date, request that the Lenders extend the Revolving
  Termination Date then in effect (the "Current Revolving Termination Date")
  so that it will occur one year after the Current Revolving Termination Date.
  Each Lender, acting in its sole discretion, shall, by notice to the Administrative
  Agent given (A) in a year in which the Current Revolving Termination Date does
  not occur, not later than any anniversary of the Closing Date and not more than
  30 days prior to any anniversary of the Closing Date, or (B) in the year in
  which the Current Revolving Termination Date is scheduled to occur, not less
  than 15 days and not more than 30 days prior to the Current Revolving Termination
  Date (the last date described in clauses (A) and (B) of this Section 2.07(c)(i)
  on which a Lender may give notice of its intention to extend the Current Revolving
  Termination Date being referred to herein as the "Final Election Date"),
  advise the Administrative Agent in writing whether or not such Lender agrees
  to such extension (each Lender that so advises the Administrative Agent that
  it will not extend the Current Revolving Termination Date being referred to
  herein as a "Non-Extending Lender"); provided, that any Lender
  that does not advise the Administrative Agent by the Final Election Date shall
  be deemed to be a Non-Extending Lender. The election of any Lender to agree
  to such extension shall not obligate any other Lender to agree.

(ii)    (A)
  If Lenders holding Revolving Commitments that aggregate at least 51% of the
  aggregate Commitments of the Lenders on or prior to the Final Election Date
  shall not have agreed to extend the Revolving Termination Date, then the Current
  Revolving Termination Date shall not be so extended and the outstanding principal
  balance of all loans and other amounts payable hereunder shall be due and payable
  on the Current Revolving Termination Date. (B) If (and only if) Lenders holding
  Revolving Commitments that aggregate at least 51% of the aggregate Commitment
  of the Lenders on or prior to the Final Election Date shall have agreed to extend
  the Current Revolving Termination Date, then the Revolving Termination Date
  applicable to the Lenders that are Continuing Lenders shall, as of the Extension
  Date, be the day that is one year after the Current Revolving Termination Date.
  In the event of such extension, the Commitment of each Non-Extending Lender
  shall terminate on the Current Revolving Termination Date applicable to such
  Non-Extending Lender, all Loans and other amounts payable hereunder to such
  Non-Extending Lender shall become due and payable on such Current Revolving
  Termination Date and the aggregate Commitment of the Lenders hereunder shall
  be reduced by the aggregate Commitments of Non-Extending Lenders so terminated
  on and after such Current Revolving Termination Date. Each Non-Extending Lender
  shall be required to maintain its original Commitment up to the Revolving Termination
  Date, or Current Revolving Termination Date, as applicable, for which such Non-Extending
  Lender had previously agreed upon.

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

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.
  Subject to Section 2.11, 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 Section 2.09(a), 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 Business Days' prior notice to such
  Lender through the Administrative Agent, have elected that the provisions of
  this Section shall apply to such Lender, then, unless and until such Lender
  notifies the Borrower that the circumstances giving rise to such suspension
  or demand for compensation no longer apply:

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

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

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

ARTICLE III
  Letters of Credit

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE IV
  CONDITIONS

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

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

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

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

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

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

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

(g)    Financial Statements.
  The Administrative Agent and each Lender shall have received and be satisfied
  with the (i) the audited consolidated financial statements of the Borrower and
  its Consolidated Subsidiaries for the fiscal year ending December 31, 2003,
  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, 2004.

(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 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 LLP 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 and Section 5.18, which shall
  be deemed only to relate to the matters referred to therein on and as of the
  Closing Date); provided, however, that in the event the proceeds
  of any Credit Event, other than with respect to the first Credit Event hereunder,
  are to be applied by the Borrower to repay maturing commercial paper issued
  by the Borrower, the representation and warranty set forth in Section 5.04(c)
  need not be true and correct on the date of any such Credit Event as to events
  or conditions occurring or arising after the Closing Date; and

(e)    since December 31, 2003, there shall
  have been no change in the business, assets, financial condition or operations
  of the Borrower and its Consolidated Subsidiaries, considered as a whole, which
  materially adversely affects the ability of the Borrower to perform any of its
  obligations under this Agreement or any other Loan Document.

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

ARTICLE V
  REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants that:

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

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

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

Section 5.04    Financial Condition.

(a)    Audited Financial Statements.
  The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries
  as of December 31, 2003 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, 2004 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, 2003 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, 2003 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 on 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,
  2003 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) of this Section
  5.16, inclusive, would not reasonably be expected to result in a Material Adverse
  Effect, to the Borrower's or any of its Subsidiaries' knowledge:

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

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

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

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

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

Section 5.17    Reportable Transactions.
  The Borrower does not intend to treat any of the transactions contemplated by
  this Agreement as a "reportable transaction" (within the meaning of
  Treasury Regulation Section 1.6011-4). In the event the Borrower takes or determines
  to take any action inconsistent with such intention, it will promptly notify
  the Administrative Agent thereof. If the Borrower so notifies the Administrative
  Agent, or if the Administrative Agent or any Lender determines that the any
  of the transactions contemplated by this Agreement constitutes a "reportable
  transaction," the Borrower acknowledges that each such Person may treat
  its extensions of credit as part of a transaction that is subject to Treasury
  Regulation Section 301.6112-1, and such Persons may maintain the lists and other
  records required by such Treasury Regulation.

Section 5.18    Guarantees.
  As of the Closing Date, except as set forth in Schedule 5.18 hereto, the Borrower
  has no Guarantees of any Debt of any Foreign Subsidiary of the Borrower other
  than such Debt not in excess of $25,000,000 in the aggregate.

ARTICLE VI
  COVENANTS

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

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

(a)    Annual Financial Statements.
  Promptly when available and in any event within 10 days after the date such
  information is required to be delivered to the SEC, 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.
  Promptly when available and in any event within 10 days after the date such
  information is required to be delivered to the SEC, 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.
  Promptly when available and in any event within 10 days after the date such
  information is required to be delivered to the SEC, a copy of any Form 10-K
  Report to the SEC and 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)    Reportable Transactions.
  Promptly after the Borrower has provided the Administrative Agent with notice
  of the Borrower's intention to treat the Loans and/or Letters of Credit as being
  a "reportable transaction" (within the meaning of Treasury Regulation
  Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor form.

(i)    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 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)    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;

(q)    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;

(r)    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;

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

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

(u)    Liens in addition to those permitted
  by clauses (a) through (t) 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;

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

(w)    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;

(x)    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;

(y)    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 (x) of this Section; provided, that such
  Debt or other obligation is not increased and is not secured by any additional
  assets;

(z)    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 Section 6.05, or Sections 6.06, 6.08, 6.09, 6.12, 6.13 or 6.14;
  or

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

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

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

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

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

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

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

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

(l)    a Change of Control shall have occurred;

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

ARTICLE VIII
  THE AGENTS

Section 8.01    Appointment and
  Authorization. Each Lender hereby irrevocably designates and appoints
  the Administrative Agent of to act as specified herein and in the other Loan
  Documents and to take such actions on its behalf under the provisions of this
  Agreement and the other Loan Documents and perform such duties as are expressly
  delegated to the Administrative Agent by the terms of this Agreement and the
  other Loan Documents, together with such other powers as are reasonably incidental
  thereto. The Administrative Agent agrees to act as such upon the express conditions
  contained in this Article VIII. Notwithstanding any provision to the contrary
  elsewhere in this Agreement or in any other Loan Document, the Administrative
  Agent shall not have any duties or responsibilities, except those expressly
  set forth herein or in the other Loan Documents, or any fiduciary relationship
  with any Lender, and no implied covenants, functions, responsibilities, duties,
  obligations or liabilities shall be read into this Agreement or otherwise exist
  against the Administrative Agent. The provisions of this Article VIII are solely
  for the benefit of the Administrative Agent and Lenders, and no other Person
  shall have any rights as a third party beneficiary of any of the provisions
  hereof. For the sake of clarity, the Lenders hereby agree that neither the Syndication
  Agents, the 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 WCM and Barclays Capital (the investment banking
  division of Barclays Bank PLC), in their capacity as Lead Arrangers, for their
  own account, fees in the amounts and at the times agreed upon between the Borrower,
  the Administrative Agent and WCM, respectively, pursuant to the Fee Letter,
  and between the Borrower and Barclays Capital (the investment banking division
  of Barclays Bank PLC) pursuant to that certain letter agreement dated as of
  May [ ], 2004.

ARTICLE IX
  MISCELLANEOUS

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

if to the Borrower:

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

with a copy to:

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

if to the Administrative Agent:

Wachovia Bank, National Association
  One Wachovia Center
  301 South College Street - NC0760
  Charlotte, North Carolina 28288
  Attention: Mark Weir
  Telephone: 704-383-6610
  Facsimile: 704-374-4793

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 LLP
  214 North Tryon Street, Suite 3800
  Charlotte, North Carolina 28202
  Attention: Raymond S. Koloski, Esq.
  Telephone : 704-444-3601
  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 LLP 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 LLP 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 in respect of or in connection with
  Environmental Liabilities 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 Event of 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
  II 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 for inspection by each of the
  Borrower and each Issuing Lender at any reasonable time and from time to time
  upon reasonable prior notice. In addition, at any time that a request for a
  consent for a material or substantive change to the Loan Documents is pending,
  any Lender wishing to consult with other Lenders in connection therewith may
  request and receive from the Administrative Agent a copy of the Register. The
  Borrower may not replace any Lender pursuant to Section 2.07(b), unless, with
  respect to any Revolving Notes held by such Lender, the requirements of subsection
  9.06(c) and this subsection 9.06(e) have been satisfied.

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

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

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

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

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

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

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

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

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

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

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

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

Section 9.13    USA PATRIOT Act Notice.
  Each Lender that is subject to the Patriot Act (as hereinafter defined) and
  the Administrative Agent (for itself and not on behalf of any Lender) hereby
  notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act
  (Title III of Pub.L. 107-56 (signed into law October 26, 2001)) (the "Patriot
  Act"), it is required to obtain, verify and record information that identifies
  the Borrower, which information includes the name and address of the Borrower
  and other information that will allow such Lender or the Administrative Agent,
  as applicable, to identify the Borrower in accordance with the Patriot Act.

[Signature Pages to Follow]

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:                               

| | ______________________________, 
          as a Lender
          (insert name of Lender)
| | ----------------------------------------------------------------------------------------
| | By: 
        Name:
        Title:                                                       

| | Second signature block, if required                                                     
| | ----------------------------------------------------------------------------------------
| | ______________________________, 
          as a Lender
          (insert name of Lender)
| | By: 
        Name:
        Title: