Exhibit
      10.22


EXECUTION
      COPY














FIVE
      YEAR


CREDIT
      AGREEMENT


among


WISCONSIN
      PUBLIC SERVICE CORPORATION,


as
      Borrower,


THE
      LENDERS IDENTIFIED HEREIN,


U.S.
      BANK NATIONAL ASSOCIATION,


as
      Syndication
      Agent


WELLS
      FARGO BANK NATIONAL
      ASSOCIATION,


as
      Co-Documentation
      Agent





JPMORGAN
      CHASE BANK, N.A.,


as
      Co-Documentation
      Agent





UBS
      SECURITIES LLC,


as
      Co-Documentation
      Agent





CITIBANK,
      N.A.,


as
      Administrative
      Agent





and





CITIGROUP
      GLOBAL MARKETS INC.and U.S. BANK NATIONAL
      ASSOCIATION,


as
      Co-Lead
      Arrangers and Book Managers





DATED
      AS OF JUNE 2,
      2005





TABLE
      OF
      CONTENTS


Table
      of Contents


Page


SECTION
                1.
            DEFINITIONS
                AND ACCOUNTING TERMS
            1


1.1
            Definitions
            1


1.2
            Computation
                of Time Periods
            12


1.3
            Accounting
                Terms
            13


SECTION
                2.
            LOANS
            13


2.1
            Revolving
                Loan Commitment
            13


2.2
            Method
                of
                Borrowing for Revolving Loans
            13


2.3
            Funding
                of
                Revolving Loans
            13


2.4
            Continuations
                and Conversions
            14


2.5
            Minimum
                Amounts
            15


2.6
            Reductions
                of
                Revolving Loan Commitment
            15


2.7
            Notes
            15


2.8
            Swing
                Line
                Loans
            15


2.9
            Letters
                of
                Credit
            17


SECTION
                3.
            PAYMENTS
            23


3.1
            Interest
            23


3.2
            Prepayments
            23


3.3
            Payment
                in
                Full at Maturity
            24


3.4
            Fees
            24


3.5
            Place
                and
                Manner of Payments
            24


3.6
            Pro
                Rata
                Treatment
            25


3.7
            Computations
                of Interest and Fees
            25


3.8
            Sharing
                of
                Payments
            26


3.9
            Evidence
                of
                Debt
            26


SECTION
                4.
            ADDITIONAL
                PROVISIONS REGARDING LOANS
            27


4.1
            Eurodollar
                Loan Provisions
            27


4.2
            Capital
                Adequacy
            29


4.3
            Compensation
            29


4.4
            Taxes
            30




i




4.5
            Replacement
                of Lenders
            32


SECTION
                5.
            CONDITIONS
                PRECEDENT
            32


5.1
            Closing
                Conditions
            32


5.2
            Conditions
                to
                Each Extension of Credit
            34


5.3
            Conditions
                to
                Each Extension of Credit On and After Any Trigger
                Date
            35


SECTION
                6.
            REPRESENTATIONS
                AND WARRANTIES
            35


6.1
            Organization
                and Good Standing; Assets
            35


6.2
            Due
                Authorization
            36


6.3
            No
                Conflicts
            36


6.4
            Consents
            36


6.5
            Enforceable
                Obligations
            36


6.6
            Financial
                Condition
            37


6.7
            No
                Material
                Change
            37


6.8
            No
                Default
            37


6.9
            Indebtedness
            37


6.10
            Litigation
            37


6.11
            Taxes
            38


6.12
            Compliance
                with Law
            38


6.13
            ERISA.
            38


6.14
            Use
                of
                Proceeds; Margin Stock
            39


6.15
            Government
                Regulation
            39


6.16
            Disclosure
            39


SECTION
                7.
            AFFIRMATIVE
                COVENANTS
            40


7.1
            Information
                Covenants
            40


7.2
            Financial
                Covenant
            42


7.3
            Preservation
                of Existence and Franchises
            42


7.4
            Books
                and
                Records
            42


7.5
            Compliance
                with Law
            42


7.6
            Payment
                of
                Taxes and Other Indebtedness
            42


7.7
            Insurance
            42


7.8
            Use
                of
                Proceeds
            43


7.9
            Audits/Inspections
            43


7.10
            Restrictive
                Agreements
            43




ii




SECTION
                8.
            NEGATIVE
                COVENANTS
            43


8.1
            Nature
                of
                Business
            44


8.2
            Consolidation
                and Merger
            44


8.3
            Sale
                or Lease
                of Assets
            44


8.4
            Arm's-Length
                Transactions
            44


8.5
            Fiscal
                Year
            45


8.6
            Liens
            45


SECTION
                9.
            EVENTS
                OF
                DEFAULT
            46


9.1
            Events
                of
                Default
            46


9.2
            Acceleration;
                Remedies
            48


9.3
            Allocation
                of
                Payments After Event of Default
            49


SECTION
                10.
            AGENCY
                PROVISIONS
            50


10.1
            Appointment
            50


10.2
            Delegation
                of
                Duties
            51


10.3
            Exculpatory
                Provisions
            51


10.4
            Reliance
                on
                Communications
            51


10.5
            Notice
                of
                Default
            52


10.6
            Non-Reliance
                on Agent and Other Lenders
            52


10.7
            Indemnification
            53


10.8
            Agent
                in Its
                Individual Capacity
            53


10.9
            Successor
                Agent
            53


SECTION
                11.
            MISCELLANEOUS
            54


11.1
            Notices
            54


11.2
            Right
                of
                Set-Off
            55


11.3
            Benefit
                of
                Agreement
            55


11.4
            No
                Waiver;
                Remedies Cumulative
            58


11.5
            Payment
                of
                Expenses, etc.
            58


11.6
            Amendments,
                Waivers and Consents
            59


11.7
            Counterparts/Telecopy
            60


11.8
            Headings
            60


11.9
            Defaulting
                Lender
            60


11.10
            Survival
                of
                Indemnification and Representations and Warranties
            60


11.11
            Confidentiality
            61




iii




11.12
            Governing
                Law; Venue
            61


11.13
            Waiver
                of
                Jury Trial; Waiver of Consequential Damages
            61


11.14
            Time
            62


11.15
            Severability
            62


11.16
            Assurances
            62


11.17
            USA
                Patriot
                Act Notification
            62


11.18
            Entirety
            62





SCHEDULES




Schedule
      1.1                                           
Commitment Percentages


Schedule
      6.1(c)                                       Subsidiaries


Schedule
      8.3                                           
Asset Sales


Schedule
      8.6                                           
Existing Liens


Schedule
      11.1                                          Notices





EXHIBITS




Exhibit
      2.2                                           
Form of Notice of Borrowing


Exhibit
      2.4                                           
Form of Notice of Continuation/Conversion


Exhibit
      2.7                                           
Form of Revolving Loan Note


Exhibit
      7.1(c)                                       Form
      of Officer's Certificate


Exhibit
      11.3                                         Form
      of Assignment Agreement


iv


FIVE
      YEAR


CREDIT
      AGREEMENT




THIS
      FIVE YEAR CREDIT AGREEMENT (this "Credit
      Agreement"), dated as of June 2, 2005, is entered into among WISCONSIN
      PUBLIC SERVICE CORPORATION, a Wisconsin corporation (the "Borrower"),
      the Lenders (as defined herein), CITIGROUP GLOBAL MARKETS INC. and U.S. BANK
      NATIONAL ASSOCIATION, as Co-Lead Arrangers and Book Managers, U.S. BANK NATIONAL
      ASSOCIATION, as Syndication Agent, WELLS FARGO BANK NATIONAL ASSOCIATION,
      JPMORGAN CHASE BANK, N.A. and UBS SECURITIES LLC, as Co-Documentation Agents,
      and CITIBANK, N.A., as administrative agent for the Lenders (in such capacity,
      the "Agent").




RECITALS




WHEREAS,the
      Borrower has requested that
      the Lenders provide a $115 million Five Year revolving credit facility to the
      Borrower for the purposes set forth herein; and.




WHEREAS,the
      Lenders
      have agreed to provide such Five Year revolving credit facility on the terms
      and
      conditions hereinafter set forth.




NOW,
      THEREFORE, IN CONSIDERATIONof the premises and other good and valuable consideration, the receipt
      and sufficiency of which is hereby acknowledged, the parties hereto agree as
      follows:




Section
      1.  DEFINITIONS AND
      ACCOUNTING TERMS




1.1  Definitions .




As
      used herein, the following terms shall have the meanings herein specified unless
      the context otherwise requires.  Defined terms herein shall include in
      the singular number the plural and in the plural the
      singular:




"2004
      Credit Agreement" means the 364-Day Credit Agreement dated as of August
      6, 2004, among the Borrower, the financial institutions identified as lenders
      therein, Wells Fargo Bank, N.A., as Syndication Agent, Citibank, N.A.,
      J.P.Morgan Chase Bank and UBS AG, Stamford Branch, as co-documentation agents,
      and U.S. Bank National Association, as lead arranger, book manager and as agent
      for the lenders thereunder.




"Adjusted
      Eurodollar Rate" means the Eurodollar Rate plus the Applicable
      Percentage.




"Affiliate"
      means, with respect to any Person, any other Person directly or indirectly
      controlling (including but not limited to all directors and officers of such
      Person), controlled by or under direct or indirect common control with such
      Person.  A Person shall be deemed to control a corporation if such
      Person possesses, directly or indirectly, the power (a) to vote 10% or more
      of the securities having ordinary voting power for the election of directors
      of
      such corporation or (b) to direct or cause direction of the management and
      policies of such corporation, whether through the ownership of voting
      securities, by contract or otherwise.


1


"Agent"
      means
      Citibank, N.A. and any successors and assigns in such capacity.




"Aggregate
      Commitments" means, collectively, the Revolving Loan Commitment of each
      Lender.




"Applicable
      Percentage" means, at any time, the appropriate applicable percentages
      corresponding to the Borrower's Credit Ratings in effect as of the most recent
      Calculation Date, as shown below:




PricingLevel
            Borrower's
                CreditRating
            Applicable
                Percentage for Eurodollar Loans
            Applicable
                Percentage for Revolving
                Fees
            Applicable
                Percentage for Letter of Credit FeesI.
            AA-1+
                from
                S&P or
              Aa3
                from
                Moody's
            0.135%
            0.065%
            0.135%II.
            A+
                from
                S&P or A1 from Moody's
            0.175%
            0.075%
            0.175%III.
            A
                from
                S&P or
              A2
                from
                Moody's
            0.210%
            0.090%
            0.210%IV.
            A-
                from
                S&P
              or
                A3 from
                Moody's
            0.300%
            0.100%
            0.300%V.
            BBB+
                from
                S&P or
              Baa1
                from
                Moody's
            0.350%
            0.125%
            0.350%VI.
            <BBB
                from
                S&P or
              Baa2
                from
                Moody's
            0.475%
            0.150%
            0.475%or
                Unrated
                  by
                  S&P
                or
                  Moody's




The
      Applicable
      Percentage for Eurodollar Loans, the Revolving Fees and the Letter of Credit
      Fees shall, in each case, be determined and adjusted on the date (each a "Calculation Date")
      five Business Days after the date there is a change in the Borrower's Credit
      Rating.  Each determination of the Applicable Percentage shall be
      effective from one Calculation Date until the next Calculation
      Date.  Any adjustment in the Applicable Percentage shall be applicable
      to all existing Eurodollar Loans as well as any new Eurodollar Loans
      made.




In
      the event that
      the Credit Ratings of S&P and Moody's do not correspond to the same Pricing
      Level, then the higher of the two ratings shall determine the Pricing Level,
      except that if the Credit Ratings differ by more than one Pricing Level, the
      Pricing Level that is one Pricing Level higher than the Pricing Level
      corresponding to the lower of such ratings shall determine the Pricing
      Level.


2


The
      Borrower shall
      promptly deliver to the Agent, at the address set forth on Schedule 11.1,
      information regarding any change in the Borrower's Credit Rating, as determined
      by S&P and Moody's, that would change the existing Pricing Level pursuant to
      the preceding paragraph.




"Bankruptcy
      Code"
      means the Bankruptcy Code in Title 11 of the United States Code, as amended,
      modified, succeeded or replaced from time to time.




"Base
      Rate" means, for
      any day, the rate per annum (rounded upwards, if necessary, to the nearest
      whole
      multiple of 1/100 of 1%) equal to the greater of (a) the Federal Funds Rate
      in
      effect on such day plus 1/2 of 1%
      or (b)
      the Prime Rate in effect on such day.  If for any reason the Agent
      shall have determined (which determination shall be conclusive absent manifest
      error) that it is unable after due inquiry to ascertain the Federal Funds Rate
      for any reason, including the inability or failure of the Agent to obtain
      sufficient quotations in accordance with the terms hereof, the Base Rate shall
      be determined without regard to clause (a) of the first sentence of this
      definition until the circumstances giving rise to such inability no longer
      exist.  Any change in the Base Rate due to a change in the Prime Rate
      or the Federal Funds Rate shall be effective on the effective date of such
      change in the Prime Rate or the Federal Funds Rate, respectively.




"Base
      Rate Loan" means
      a Revolving Loan which bears interest based on the Base Rate.




"Borrower"
      means
      Wisconsin Public Service Corporation, a Wisconsin corporation.




"Borrower
      Obligations"
      means, without duplication, all of the obligations of the Borrower to the
      Lenders and the Agent, whenever arising, under this Credit Agreement, the Notes
      or any of the other Credit Documents.




"Business
      Day" means
      any day other than a Saturday, a Sunday, a legal holiday or a day on which
      banking institutions are authorized or required by law or other governmental
      action to close in Milwaukee, Wisconsin and New York, New York; provided that in
      the
      case of Eurodollar Loans, such day is also a day on which dealings between
      banks
      are carried on in U.S. dollar deposits in the London interbank
      market.




"Capitalization"
      means
      the sum of (a) Total Funded Debt plus (b) Net Worth.




"Change
      of Control"
      means any of the following events: (a) any "person" or "group" (within the
      meaning of Section 13(d) or 14(d) of the Exchange Act) has become, directly
      or
      indirectly, the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under
      the Exchange Act, except that a Person shall be deemed to have "beneficial
      ownership" of all shares that any such Person has the right to acquire, whether
      such right is exercisable immediately or only after the passage of time), by
      way
      of merger, consolidation or otherwise, of 30% or more of the voting power of
      the
      Voting Stock of the Parent on a fully-diluted basis, after giving effect to
      the
      conversion and exercise of all outstanding warrants, options and other
      securities of the Parent (whether or not such securities are then currently
      convertible or exercisable), (b) during any period of two consecutive calendar
      years, individuals who at the beginning of such period


3


constituted
      the
      board of directors of the Parent cease for any reason to constitute a majority
      of the directors of the Parent then in office unless (i) such new directors
      were
      elected or nominated by a majority of the directors of the Parent who
      constituted the board of directors of the Parent at the beginning of such period
      or (ii) the reason for such directors failing to constitute a majority is a
      result of retirement by directors due to age, death or disability, or (c) the
      failure of the Parent to own 100% of the common stock of the
      Borrower.




"Closing
      Date" means
      the date hereof.




"Code"
      means the
      Internal Revenue Code of 1986, as amended from time to time.




"Commitment
      Percentage" means, for each Lender, the percentage identified as its
      Commitment Percentage opposite such Lender's name on Schedule 1.1 attached
      hereto, as such percentage may be modified by assignment in accordance with
      the
      terms of this Credit Agreement or by reductions in the Revolving Loan Commitment
      pursuant to Section 2.6 hereof.




"Confidential
      Information" means information furnished by or on behalf of the Borrower
      to the Agent or any Lender in connection with this Agreement, but does not
      include any such information that (a) is or becomes generally available to
      the
      public, (b) was available to the Agent or any Lender on a nonconfidential basis
      prior to its disclosure to the Agent or such Lender by the Borrower or any
      of
      its Subsidiaries or (c) is or becomes available to the Agent or such Lender
      on a
      nonconfidential basis from a source other than the Borrower or any of its
      Subsidiaries.




"Credit
      Documents"
      means this Credit Agreement, the Notes, the LOC Documents and all other related
      agreements and documents issued or delivered hereunder or thereunder or pursuant
      hereto or thereto.




"Credit
      Ratings"
      means, as of any date, the rating that has been most recently announced by
      either S&P or Moody's, as the case may be, for any class of non-credit
      enhanced long-term senior unsecured debt issued by the Borrower or, if no such
      debt of the Company is then outstanding, the corporate credit rating most
      recently announced by either S&P or Moody's, as the case may
      be.




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




"Defaulting
      Lender"
      means, at any time, any Lender that, at such time (a) has failed to make a
      Loan
      required pursuant to the term of this Credit Agreement, (b) has failed to pay
      to
      the Agent or any Lender an amount owed by such Lender pursuant to the terms
      of
      this Credit Agreement or (c) has been deemed insolvent or has become subject
      to
      a bankruptcy or insolvency proceeding or to a receiver, trustee or similar
      official.




"Dollars"
      and "$" means dollars
      in
      lawful currency of the United States of America.


4


"Effective
      Date" means
      the date on which the conditions set forth in Section 5.1 shall have been
      fulfilled (or waived in the sole discretion of the Lenders) and on which the
      initial Extension of Credit shall have been made.




"Eligible
      Assignee"
      means (a) a Lender; (b) an Affiliate of a Lender; and (c) any other Person
      approved by the Agent and the Borrower (such approval not to be unreasonably
      withheld or delayed); provided that (i)
      the
      Borrower's consent is not required during the existence and continuation of
      an
      Event of Default, and (ii) neither the Borrower nor an Affiliate of the Borrower
      shall qualify as an Eligible Assignee.




"ERISA"
      means the
      Employee Retirement Income Security Act of 1974, as amended, and any successor
      statute thereto, as interpreted by the rules and regulations thereunder, all
      as
      the same may be in effect from time to time.  References to sections
      of ERISA shall be construed also to refer to any successor
      sections.




"ERISA
      Affiliate"
      means an entity, whether or not incorporated, which is under common control
      with
      the Borrower or any of its Subsidiaries within the meaning of Section
      4001(a)(14) of ERISA, or is a member of a group which includes the Borrower
      or
      any of its Subsidiaries and which is treated as a single employer under Sections
      414(b), (c), (m), or (o) of the Code.




"Eurodollar
      Loan"
      means a Revolving Loan bearing interest at the Adjusted Eurodollar
      Rate.




"Eurodollar
      Rate"
      means with respect to any Eurodollar Loan, for the Interest Period applicable
      thereto, a rate per annum determined pursuant to the following
      formula:




"Eurodollar
                Rate" =
            London
                Interbank Offered Rate


1
                -
                Eurodollar Reserve Percentage




"Eurodollar
      Reserve
      Percentage" means, for any day, that percentage (expressed as a decimal)
      which is in effect from time to time under Regulation D of the Board of
      Governors of the Federal Reserve System (or any successor), as such regulation
      may be amended from time to time or any successor regulation, as the maximum
      reserve requirement (including, without limitation, any basic, supplemental,
      emergency, special, or marginal reserves) applicable with respect to
      Eurocurrency liabilities, as that term is defined in Regulation D (or against
      any other category of liabilities that includes deposits by reference to which
      the interest rate of Eurodollar Loans is determined), whether or not a Lender
      has any Eurocurrency liabilities subject to such reserve requirement at that
      time.  Eurodollar Loans shall be deemed to constitute Eurocurrency
      liabilities and as such shall be deemed subject to reserve requirements without
      benefit of credits or proration, exceptions or offsets that may be available
      from time to time to a Lender.  The Eurodollar Rate shall be adjusted
      automatically on and as of the effective date of any change in the Eurodollar
      Reserve Percentage.




"Event
      of Default" has
      the meaning specified in Section 9.1.


5


"Extension
      of Credit"
      means, as to any Lender, (i) the making of a Loan by such Lender (or a
      participation therein by a Lender) and (ii) the issuance of a Letter of Credit
      by the Agent (and the participation therein by the Lenders).




"Fee
      Letter" means
      that certain letter agreement, dated as of __________, 2005 between the Agent
      and the Borrower, as amended, modified, supplemented or replaced from time
      to
      time.




"Federal
      Funds Rate"
      means for any day the rate per annum (rounded upward 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 (a)
      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 and (b) if
      no
      such rate is so published on such next succeeding Business Day, the Federal
      Funds Rate for such day shall be the average rate quoted to the Agent on such
      day on such transactions as determined by the Agent.




"First
      Mortgage
      Indentures" means (a) that certain First Mortgage and Deed of Trust dated
      as of January 1, 1941, from Wisconsin Public Service Corporation to U.S. Bank
      National Association (successor to First Wisconsin Trust Company), as trustee,
      as heretofore or hereafter amended, modified and supplemented and any substitute
      or replacement mortgage indenture, (b) that certain Indenture dated as of
      December 1, 1998, between Wisconsin Public Service Corporation and U.S.
      Bank National Association (successor to Firstar Bank Milwaukee, N.A.), as
      trustee, as heretofore or hereafter amended, modified and supplemented and
      any
      substitute or replacement mortgage indenture, and (c) that certain Indenture
      of
      Mortgage dated May 1, 1947, from Upper Peninsula Power Company to U.S. Bank
      National Association (successor to City National Bank and Trust Company of
      Chicago), as trustee, as heretofore or hereafter amended, modified and
      supplemented and any substitute or replacement mortgage indenture.




"Funded
      Debt" of any
      Person means, without duplication, the sum of (a) all Indebtedness of such
      Person for borrowed money, except to the extent such Indebtedness is
      "non-recourse" to such Person or recourse for payment of such Indebtedness
      is
      limited to specific assets of such Person (whether or not included on a
      consolidated balance sheet of such Person), (b) the principal portion of all
      obligations of such Person under capital lease obligations, (c) all obligations,
      contingent or otherwise, relative to the face amount of all letters of credit
      issued to support Indebtedness of the kinds referred to in clauses (a) and
      (b)
      above, (d) all Guaranty Obligations of such Person with respect to Indebtedness
      and obligations of the type described in clauses (a) through (c) hereof of
      another Person; provided that such Guaranty Obligations are required to be
      reported as liabilities on a balance sheet of such Person prepared in accordance
      with GAAP (and without duplication of any liability already appearing as a
      liability on such balance sheet); and further provided that, in the event a
      Guaranty Obligation is limited as to dollar amount, such Guaranty Obligation
      shall not exceed such limitation, and (e) all Indebtedness and obligations
      of
      the type described in clauses (a), (b), and (c) hereof of another Person,
      secured by a Lien on any property of such Person whether or not such
      Indebtedness or obligations has been assumed by such
      Person.  Notwithstanding the foregoing, Funded Debt


6


shall
      not include
      trust preferred securities, if any, shall not include interest on Indebtedness
      that is accrued in the ordinary course of business and shall not include
      intercompany Indebtedness.




"GAAP"
      means generally
      accepted accounting principles in the United States applied on a consistent
      basis and subject to Section 1.3.




"Governmental
      Authority" means any Federal, state, local or foreign court or
      governmental agency, authority, instrumentality or regulatory body.




"Guaranty
      Obligations"
      means, with respect to any Person, without duplication, any obligations (other
      than endorsements in the ordinary course of business of negotiable instruments
      for deposit or collection) guaranteeing any Funded Debt of any other Person
      in
      any manner, whether direct or indirect, and including without limitation any
      obligation, whether or not contingent, (a) to purchase any such Funded Debt,
      or
      (b) to advance or provide funds or other support for the payment or purchase
      of
      such Funded Debt or to maintain working capital, solvency or other balance
      sheet
      condition of such other Person.  The amount of any Guaranty Obligation
      hereunder shall (subject to any limitations set forth therein) be deemed to
      be
      an amount equal to the outstanding principal amount (or maximum principal
      amount, if larger) of the Indebtedness in respect of which such Guaranty
      Obligation is made; provided that, in the event a Guaranty Obligation is limited
      as to dollar amount, such Guaranty Obligation shall not exceed such
      limitation.




"Indebtedness"
      of any
      Person means, without duplication, (a) all obligations of such Person for
      borrowed money, (b) all obligations of such Person evidenced by bonds,
      debentures, notes or similar instruments, or upon which interest payments are
      customarily made, (c) all obligations of such Person under conditional sale
      or
      other title retention agreements relating to property purchased by such Person
      to the extent of the value of such property (other than customary reservations
      or retentions of title under agreements with suppliers entered into in the
      ordinary course of business), (d) all obligations, other than intercompany
      items, of such Person issued or assumed as the deferred purchase price of
      property or services purchased by such Person which would appear as liabilities
      on a balance sheet of such Person (other than trade payables), (e) all
      Indebtedness of others secured by (or for which the holder of such Indebtedness
      has an existing right, contingent or otherwise, to be secured by) any Lien
      on
      property owned or acquired by such Person, whether or not the obligations
      secured thereby have been assumed, (f) all Guaranty Obligations of such Person,
      (g) the principal portion of all obligations of such Person under (i) capital
      lease obligations and (ii) any synthetic lease, tax retention operating lease,
      off-balance sheet loan or similar off-balance sheet financing product of such
      Person where such transaction is considered borrowed money indebtedness for
      tax
      purposes but is classified as an operating lease in accordance with GAAP, (h)
      all obligations of such Person to repurchase any securities which repurchase
      obligation is related to the issuance thereof, including, without limitation,
      obligations commonly known as residual equity appreciation potential shares,
      (i)
      the net obligations of such Person in respect of interest rate protection
      agreements, foreign currency exchange agreements, Permitted Energy Transactions
      or other interest or exchange rate hedging arrangements, and (j) the maximum
      amount of all outstanding performance and standby letters of credit issued
      or
      bankers' acceptance facilities created for the account of such Person and,
      without duplication, all drafts drawn thereunder (to the extent
      unreimbursed).  The Indebtedness of any


7


Person
      shall
      include the recourse Indebtedness of any partnership or unincorporated joint
      venture and for which such Person is legally obligated.




"Interest
      Payment
      Date" means (a) as to Base Rate Loans, monthly in arrears on the first
      day of each fiscal month of the Borrower and the Maturity Date and (b) as to
      Eurodollar Loans, the last day of each applicable Interest Period and the
      Maturity Date and, in addition, where the applicable Interest Period for a
      Eurodollar Loan is greater than three months, then also on the last day of
      each
      fiscal quarter of the Borrower during such Interest Period.  If an
      Interest Payment Date falls on a date which is not a Business Day, such Interest
      Payment Date shall be deemed to be the next succeeding Business Day, except
      that
      in the case of Eurodollar Loans where the next succeeding Business Day falls
      in
      the next succeeding calendar month, then on the next preceding day.




"Interest
      Period"
      means, as to Eurodollar Loans, a period of one, two, three or, subject to
      availability, six months duration, as the Borrower may elect, commencing, in
      each case, on the date of the borrowing (including continuations and conversions
      of Eurodollar Loans); provided, however,
      (a) if any
      Interest Period would end on a day which is not a Business Day, such Interest
      Period shall be extended to the next succeeding Business Day (except that where
      the next succeeding Business Day falls in the next succeeding calendar month,
      then on the next preceding Business Day), (b) no Interest Period shall extend
      beyond the Maturity Date and (c) with respect to Eurodollar Loans, where an
      Interest Period begins on a day for which there is no numerically corresponding
      day in the calendar month in which the Interest Period is to end, such Interest
      Period shall end on the last Business Day of such calendar month.




"Issuing
      Bank" means
      U.S. Bank National Association.




"Lender"
      means any of
      the Persons identified as a "Lender" on the signature pages hereto, and any
      Eligible Assignee which may become a Lender by way of assignment in accordance
      with the terms hereof, together with their successors and permitted
      assigns.




"Letter
      of Credit
      Obligations" means the stated amount of all outstanding Letters of Credit
      plus, without duplication, any unpaid reimbursement obligations of the Borrower
      under the Letters of Credit.




"Letters
      of Credit" is
      defined in Section 2.9.




"Leverage
      Ratio"
      means, with respect to the Borrower and its Subsidiaries at any date of
      determination, the ratio of (a) Total Funded Debt to, (b) Capitalization, in
      each case calculated in accordance with GAAP.




"Lien"
      means any
      mortgage, pledge, hypothecation, assignment for security, deposit arrangement,
      security interest, encumbrance, lien (statutory or otherwise), priority or
      charge of any kind (including any agreement to give any of the foregoing, any
      conditional sale or other title retention agreement, any unterminated financing
      or similar statement or notice filed under the Uniform Commercial Code as
      adopted and in effect in the relevant jurisdiction or other similar recording
      or
      notice statute, and any lease in the nature thereof).  The term "Lien"
      shall not include statutory priorities or financing statements filed in
      connection with operating leases or


8


sales
      of accounts
      owed by customers for energy provided or to be provided outside the normal
      franchise service area of the Borrower.




"Loans"
      means the
      Revolving Loans and the Swing Line Loans.




"LOC
      Documents" means,
      with respect to any Letter of Credit, such Letter of Credit, any amendments
      thereto, any documents delivered in connection therewith, any application
      therefor, and any agreements, instruments, guarantees or other documents
      (whether general in application or applicable only to such Letter of Credit)
      governing or providing for (a) the rights and obligations of the parties
      concerned or at risk or (b) any collateral security for such
      obligations.




"London
      Interbank Offered
      Rate" means, with respect to any Eurodollar Loan for the Interest Period
      applicable thereto, (a) the rate per annum equal to the rate determined by
      the
      Agent to be the offered rate that appears on the page of the Telerate screen
      (or
      any successor thereto) that displays an average British Bankers Association
      Interest Settlement Rate for deposits in Dollars (for delivery on the first
      day
      of such Interest Period) with a term equivalent to such Interest Period,
      determined as of approximately 11:00 a.m. (London time) two Business Days prior
      to the first day of such Interest Period, or




(b)           
      if the rate referenced in the preceding subsection (a) does
      not appear on such page or service or such page or service is not available,
      the
      rate per annum equal to the rate determined by the Agent to be the offered
      rate
      on such other page or other service that displays an average British Bankers
      Association Interest Settlement Rate for deposits in Dollars (for delivery
      on
      the first day of such Interest Period) with a term equivalent to such Interest
      Period, determined as of approximately 11:00 a.m. (London time) two Business
      Days prior to the first day of such Interest Period, or




(c)           
      if the rates referenced in the preceding subsections (a) and
(b)
      are not
      available, the rate of interest per annum determined by the Agent as the rate
      of
      interest at which deposits in Dollars, in the approximate amount of the Loan
      to
      be made or continued as, or converted into, a Eurodollar loan by Citibank,
      N.A.
      and having a maturity comparable to such Interest Period, would be offered
      to
      major banks in the London interbank market at their request at approximately
      11:00 a.m. (London time) two Business Days prior to the commencement of such
      Interest Period rounded upwards to the next 1/100th
      of
      1%.




"Material
      Adverse
      Effect" means a material adverse effect on (a) the operations, financial
      condition or business of the Borrower and its Subsidiaries, taken as a whole,
      (b) the ability of the Borrower to perform its obligations under this Credit
      Agreement or (c) the validity or enforceability of this Credit Agreement, any
      of
      the other Credit Documents, or the rights and remedies of the Lenders hereunder
      or thereunder; provided that matters disclosed in writing to the Lenders prior
      to the Closing Date shall not be deemed to cause a Material Adverse
      Effect.




"Maturity
      Date" means
      the earliest to occur of (a) any Trigger Date, if the Borrower has not received
      all authorizations or approvals of Governmental Authorities required to be
      obtained in order for the term of this Agreement to extend past such date,
      (b)
      June 2, 2010


9


and
      (c) the date of
      termination or reduction in whole of the Commitments pursuant to section 2.6
      or
      9.2.




"Moody's"
      means
      Moody's Investors Service, Inc., or any successor or assignee of the business
      of
      such company in the business of rating securities.




"Multiemployer
      Plan"
      means a Plan covered by Title IV of ERISA which is a multiemployer plan as
      defined in Section 3(37) or 4001(a)(3) of ERISA.




"Multiple
      Employer
      Plan" means a Plan covered by Title IV of ERISA, other than a
      Multiemployer Plan, which the Borrower or any ERISA Affiliate and at least
      one
      employer other than the Borrower or any ERISA Affiliate are contributing
      sponsors.




"Net
      Worth" means, as
      of any date, the shareholders' equity or net worth of the Borrower and its
      Subsidiaries, on a consolidated basis, as determined in accordance with
      GAAP.




"Notes"
      means the
      Revolving Loan Notes.




"Notice
      of Borrowing"
      means a request by the Borrower for a Revolving Loan in the form of Exhibit
      2.2.




"Notice
      of
      Continuation/Conversion" means a request by the Borrower for the
      continuation or conversion of a Revolving Loan in the form of Exhibit
      2.4.




"Participation
      Interest" means the Extension of Credit by a Lender by way of a purchase
      of a participation in any Loans as provided in Section 3.8.




"Parent"
      means WPS
      Resources Corporation, a Wisconsin corporation and its successor and
      assigns.




"PBGC"
      means the
      Pension Benefit Guaranty Corporation established pursuant to Subtitle A of
      Title
      IV of ERISA and any successor thereto.




"Permitted
      Energy
      Transactions" means commodity sale, purchase or option agreements or
      other commodity transactions or purchase or sale of weather derivatives entered
      into by the Borrower or any Principal Subsidiary in the ordinary course of
      the
      energy or energy related industry for non-speculative purposes relating to
      the
      purchase or sale of electric power, electric power transmission capacity,
      natural gas, natural gas transportation capacity, natural gas storage,
      generation spark spreads, heating oil, crude oil, propane, coal or
      currency.




"Person"
      means any
      individual, partnership, joint venture, firm, corporation, association, trust,
      limited liability company or other enterprise (whether or not incorporated),
      or
      any government or political subdivision or any agency, department or
      instrumentality thereof.




"Plan"
      means any
      employee benefit plan (as defined in Section 3(3) of ERISA) which is covered
      by
      ERISA and with respect to which the Borrower or any ERISA Affiliate is (or,
      if
      such plan were terminated at such time, would under Section 4069 of ERISA be
      deemed to be) an "employer" within the meaning of Section 3(5) of
      ERISA.


10


"Prime
      Rate" means the
      per annum rate of interest established from time to time by the Agent at its
      principal office in New York, New York (or such other principal office as
      communicated by the Agent to the Borrower and the Lenders) as its base
      rate.  Any change in the interest rate resulting from a change in the
      Prime Rate shall become effective as of 12:01 a.m. (New York City time) of
      the
      Business Day on which each change in the Prime Rate is announced by the
      Agent.  The Prime Rate is a reference rate used by the Agent in
      determining interest rates on certain loans and is not intended to be the lowest
      rate of interest charged on any extension of credit to any debtor.




"Principal
      Subsidiary"
      means any Subsidiary, whether owned directly or indirectly by the Borrower,
      which, with respect to the Borrower and its Subsidiaries taken as a whole,
      represents at least twenty percent (20%) of the Borrower's consolidated assets
      or the Borrower's consolidated net income (or loss), as shown on the most recent
      financial statements delivered to the Agent pursuant to Section 7.1
      below.




"Reportable
      Event"
      means a "reportable event" as defined in Section 4043 of ERISA with respect
      to
      which the notice requirements to the PBGC have not been waived.




"Required
      Lenders"
      means Lenders whose aggregate Credit Exposure (as hereinafter defined)
      constitutes more than 51% of the aggregate Credit Exposure of all Lenders at
      such time; provided, however,
      that if any
      Lender shall be a Defaulting Lender at such time then there shall be excluded
      from the determination of Required Lenders the aggregate principal amount of
      Credit Exposure of such Lender at such time.  For purposes of the
      preceding sentence, the term "Credit Exposure" as
      applied to each Lender shall mean (a) at any time prior to the termination
      of
      the Revolving Loan Commitment, the Commitment Percentage of such Lender
      multiplied by the Revolving Loan Commitment and (b) at any time after the
      termination of the Revolving Loan Commitment, the principal balance of the
      outstanding Loans of such Lender plus the Commitment Percentage of such Lender
      multiplied by the Letter of Credit Obligations.




"Revolving
      Loan
      Commitment" means, collectively, ONE HUNDRED FIFTEEN MILLION DOLLARS
      ($115,000,000), subject to amendment pursuant to Section 2.6, and with respect
      to each Lender, shall mean such amount multiplied by such Lender's Commitment
      Percentage.




"Revolving
      Loan Notes"
      means the promissory notes of the Borrower in favor of each Lender evidencing
      the Revolving Loans and substantially in the form of Exhibit 2.7, as such
      promissory notes may be amended, modified, supplemented or replaced from time
      to
      time.




"Revolving
      Loans"
      means the loans made by the Lenders to the Borrower pursuant to Section
      2.1.




"S&P"
      means
      Standard & Poor's, a division of The McGraw Hill Companies, Inc., or any
      successor or assignee of the business of such division in the business of rating
      securities.




"Single
      Employer Plan"
      means any Plan which is covered by Title IV of ERISA, but which is not a
      Multiemployer Plan.


11


"Subsidiary"
      means, as
      to any Person, (a) any corporation more than 50%of whose stock of
      any
      class or classes having by the terms thereof ordinary voting power to elect
      a
      majority of the directors of such corporation (irrespective of whether or not
      at
      the time, any class or classes of such corporation shall have or might have
      voting power by reason of the happening of any contingency) is at the time
      owned
      by such Person directly or indirectly through Subsidiaries and (b) any
      partnership, association, joint venture, limited liability company or other
      entity in which such person directly or indirectly through Subsidiaries has
      more
      than 50% equity interest at any time.




"Swing
      Line Lender"
      means U.S. Bank National Association.




"Swing
      Line Loan"
      means a loan made by the Swing Line Lender to the Borrower under Section
      2.8.




"Swing
      Line Sublimit"
      means an amount equal to the lesser of (a) $10,000,000 and (b) the aggregate
      Revolving Loan Commitment.  The Swing Line Sublimit is part of, and
      not in addition to, the aggregate Revolving Loan Commitment.




"Termination
      Event"
      means (a) with respect to any Single Employer Plan, the occurrence of a
      Reportable Event or the substantial cessation of operations (within the meaning
      of Section 4062(e) of ERISA), (b) the withdrawal of the Borrower or any ERISA
      Affiliate from a Multiple Employer Plan during a plan year in which it was
      a
      substantial employer (as such term is defined in Section 4001(a)(2) of ERISA),
      or the termination of a Multiple Employer Plan, (c) the distribution of a notice
      of intent to terminate or the actual termination of a Plan pursuant to Section
      4041(a)(2) or 4041A of ERISA, (d) the institution of proceedings to terminate
      or
      the actual termination of a Plan by the PBGC under Section 4042 of ERISA,
      (e) any event or condition which might reasonably constitute grounds under
      Section 4042 of ERISA for the termination of, or the appointment of a trustee
      to
      administer, any Plan, or (f) the complete or partial withdrawal of the
      Borrower or any ERISA Affiliate from a Multiemployer Plan.




"Total
      Assets" means
      all assets of the Borrower and its Subsidiaries as shown on its most recent
      quarterly or annual audited consolidated balance sheet, as determined in
      accordance with GAAP.




"Total
      Funded Debt"
      means all Funded Debt of the Borrower and its Subsidiaries, without duplication,
      on a consolidated basis, as determined in accordance with GAAP.




"Trigger
      Date" means
      (i) June 1, 2006, (ii) May 31, 2007, (iii) May 30, 2008 and (iv) May 29,
      2009.




"Voting
      Stock" means
      all classes of the capital stock (or other voting interests) of a Person then
      outstanding and normally entitled to vote in the election of
      directors.




1.2  Computation of Time Periods.




For
      purposes of
      computation of periods of time hereunder, the word "from" means "from and
      including" and the words "to" and "until" each mean "to but
      excluding."  References in this Credit Agreement to "Articles",
      "Sections", "Schedules" or "Exhibits" shall be


12


to
      Articles,
      Sections, Schedules or Exhibits of or to this Credit Agreement unless otherwise
      specifically provided.




1.3  Accounting Terms.




Except
      as otherwise
      expressly provided herein, all accounting terms used herein shall be
      interpreted, and all financial statements and certificates and reports as to
      financial matters required to be delivered to the Lenders hereunder shall be
      prepared, in accordance with GAAP applied in a manner consistent with those
      used
      in preparing the financial statements referred to in Section
      5.1(d).  In the event that any changes occur in GAAP after the date of
      this Agreement and such changes result in a material variation in the method
      of
      calculation of financial covenants or other terms of this Agreement, then the
      Borrower, the Agent and the Lenders agree to amend such provisions of this
      Agreement so as to equitably reflect such changes in order that the criteria
      for
      evaluating the Borrower's financial condition will be the same after such
      changes as if such changes had not occurred.




Section
      2.  LOANS




2.1  Revolving Loan Commitment .




Subject
      to the
      terms and conditions set forth herein, each Lender severally agrees to make
      revolving loans to the Borrower in Dollars, at any time and from time to time,
      during the period from the Effective Date to the Maturity Date (each a "Revolving Loan" and
      collectively the "Revolving Loans");
provided,
however,
      that (i) the
      sum of the aggregate amount of Revolving Loans outstanding plus the aggregate
      amount of Swing Line Loans outstanding shall not exceed the amount of the
      Revolving Loan Commitment minus the Letter of Credit Obligations and (ii) with
      respect to each individual Lender, the Lender's pro rata share of outstanding
      Revolving Loans plus such Lender's Commitment Percentage of outstanding Swing
      Line Loans shall not exceed such Lender's Commitment Percentage of the amount
      of
      the Revolving Loan Commitment minus the Letter of Credit
      Obligations.  Subject to the terms of this Credit Agreement, the
      Borrower may borrow, repay and reborrow Revolving Loans.




2.2  Method of Borrowing for Revolving Loans .




By
      no later than
      noon (New York City time) (a) on the date of the requested borrowing of
      Revolving Loans that will be Base Rate Loans or (b) two Business Days prior
      to
      the date of the requested borrowing of Revolving Loans that will be Eurodollar
      Loans, the Borrower shall submit a written Notice of Borrowing in the form
      of
Exhibit 2.2 to
      the Agent setting forth (i) the amount requested, (ii) whether such
      Revolving Loans shall accrue interest at the Base Rate or the Adjusted
      Eurodollar Rate, (iii) with respect to Revolving Loans that will be Eurodollar
      Loans, the Interest Period applicable thereto and (iv) certification that the
      Borrower has complied in all respects with Section 5.2.




2.3  Funding of Revolving Loans .




Upon
      receipt of a
      Notice of Borrowing, the Agent shall promptly inform the Lenders as to the
      terms
      thereof.  Each such Lender shall make its Commitment Percentage of the
      requested Revolving Loans available to the Agent by 2:00 p.m. (New York City
      time) on the


13


date
      specified in
      the Notice of Borrowing by deposit, in Dollars, of immediately available funds
      at the principal offices of the Agent in New York, New York or at such other
      address as the Agent may designate in writing.  The amount of the
      requested Revolving Loans will then be made available to the Borrower by the
      Agent by crediting the account of the Borrower on the books of such office
      of
      the Agent, to the extent the amount of such Revolving Loans are made available
      to the Agent.




No
      Lender shall be
      responsible for the failure or delay by any other Lender in its obligation
      to
      make Revolving Loans hereunder; provided, however,
      that the
      failure of any Lender to fulfill its obligations hereunder shall not relieve
      any
      other Lender of its obligations hereunder.  Unless the Agent shall
      have been notified by any Lender prior to the date of any such Revolving Loan
      that such Lender does not intend to make available to the Agent its portion
      of
      the Revolving Loans to be made on such date, the Agent may assume that such
      Lender has made such amount available to the Agent on the date of such Revolving
      Loans, and the Agent in reliance upon such assumption, may (in its sole
      discretion but without any obligation to do so) make available to the Borrower
      a
      corresponding amount.  If such corresponding amount is not in fact
      made available to the Agent, the Agent shall be able to recover such
      corresponding amount from such Lender.  If such Lender does not pay
      such corresponding amount forthwith upon the Agent's demand therefor, the Agent
      will promptly notify the Borrower, and the Borrower shall immediately pay such
      corresponding amount to the Agent.  The Agent shall also be entitled
      to recover from the Lender or the Borrower, as the case may be, interest on
      such
      corresponding amount in respect of each day from the date such corresponding
      amount was made available by the Agent to the Borrower to the date such
      corresponding amount is recovered by the Agent at a per annum rate equal to
      (i)
      from the Borrower at the applicable rate for such Revolving Loan pursuant to
      the
      Notice of Borrowing and (ii) from a Lender at the Federal Funds
      Rate.




2.4  Continuations and Conversions .




The
      Borrower shall
      have the option, on any Business Day, to continue existing Eurodollar Loans
      for
      a subsequent Interest Period, to convert Base Rate Loans into Eurodollar Loans
      or to convert Eurodollar Loans into Base Rate Loans; provided, however,
      that (a)
      each such continuation or conversion must be requested by the Borrower pursuant
      to a Notice of Continuation/Conversion, in the form of Exhibit 2.4, in
      compliance with the terms set forth below, (b) except as provided in Section
      4.1, Eurodollar Loans may only be continued or converted into Base Rate Loans
      on
      the last day of the Interest Period applicable hereto, (c) Eurodollar Loans
      may not be continued nor may Base Rate Loans be converted into Eurodollar Loans
      during the existence and continuation of a Default or Event of Default and
      (d)
      any request to extend a Eurodollar Loan that fails to comply with the terms
      hereof or any failure to request an extension of a Eurodollar Loan that fails
      to
      comply with the terms hereof or any failure to request an extension of a
      Eurodollar Loan at the end of an Interest Period shall constitute a conversion
      to a Base Rate Loan on the last day of the applicable Interest
      Period.  Each continuation or conversion must be requested by the
      Borrower no later than noon (New York City time)  (i) on the
      date for a requested conversion of a Eurodollar Loan to a Base Rate Loan or
      (ii)
      two Business Days prior to the date for a requested continuation of a Eurodollar
      Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case
      pursuant to a written Notice of Continuation/Conversion submitted to the Agent
      which shall set forth (A) whether the Borrower wishes to continue or
      convert such Loans and (B) if the request is to continue a


14


Eurodollar
      Loan or
      convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable
      thereto.




The
      Borrower hereby
      authorizes the Lenders and the Agent to extend, convert or continue Eurodollar
      Loans or Base Rate Loans, effect selection of Eurodollar Loans or Base Rate
      Loans and to transfer funds based in each case on telephonic notices made by
      any
      person or persons the Agent or any Lender in good faith believes to be acting
      on
      behalf of the Borrower.  The Borrower agrees to deliver promptly to
      the Agent a written confirmation, if such confirmation is requested by the
      Agent
      or any Lender, of each telephonic notice signed by the chief financial officer,
      treasurer, secretary or assistant treasurer of the Borrower.  If the
      written confirmation differs in any material respect from the action taken
      by
      the Agent and the Lenders, the records of the Agent and the Lenders shall govern
      absent manifest error.




2.5  Minimum Amounts .




Each
      request for a
      Revolving Loan or a conversion or continuation hereunder shall be subject to
      the
      following requirements: (a) each Eurodollar Loan shall be in a minimum of
      $5,000,000 (and in integral multiples of $1,000,000 in excess thereof), (b)
      each
      Base Rate Loan shall be in a minimum amount of the lesser of $1,000,000 (and
      in
      integral multiples of $250,000 in excess thereof) or the remaining amount
      available to be borrowed and (c) no more than twelve Eurodollar Loans shall
      be
      outstanding hereunder at any one time.  For the purposes of this
      Section, all Eurodollar Loans with the same Interest Periods that begin and
      end
      on the same date shall be considered as one Eurodollar Loan, but Eurodollar
      Loans with different Interest Periods, even if they begin on the same date,
      shall be considered separate Eurodollar Loans.




2.6  Reductions of Revolving Loan Commitment .




Upon
      at least five
      Business Days' notice, the Borrower shall have the right to permanently
      terminate or reduce the aggregate unused amount of the Revolving Loan Commitment
      at any time and from time to time; provided that (a)
      each partial reduction shall be in an aggregate amount at least equal to
      $10,000,000 and in integral multiples of $1,000,000 above such amount and (b)
      no
      reduction shall be made which would reduce the Revolving Loan Commitment to
      an
      amount less than the then outstanding Loans plus the Letter of Credit
      Obligations.  Any reduction in (or termination of) the Revolving Loan
      Commitment shall be permanent and may not be reinstated.




2.7  Notes .




The
      Revolving Loans
      made by the Lenders shall be evidenced by a duly executed promissory note of
      the
      Borrower payable to each Lender in substantially the form of Exhibit 2.7 (the
      "Revolving Loan
      Notes") and in a principal amount equal to the amount of such Lender's
      Commitment Percentage of the Revolving Loan Commitment as originally in
      effect.




2.8  Swing Line Loans .




(a)  Subject
      to the
      terms and conditions set forth herein, during the period from the Effective
      Date
      to the Maturity Date, Swing Line Lender agrees to make Swing Line Loans to
      the




15


Borrower
      as the
      Borrower may from time to time request for the purposes permitted hereby; provided, however,
      that (i) the
      aggregate amount of Swing Line Loans outstanding shall not exceed the Swing
      Line
      Sublimit, (ii) Swing Line Lender's pro rata share of the aggregate amount of
      Revolving Loans outstanding plus the aggregate amount of Swing Line Loans
      outstanding shall not exceed such Lender's Commitment Percentage of the amount
      of the Revolving Loan Commitment minus the Letter of Credit Obligations, and
      (iii) the sum of all Loans outstanding shall not exceed the amount of the
      Revolving Loan Commitment minus the Letter of Credit
      Obligations.  This is a revolving credit and, subject to the foregoing
      and the other terms and conditions hereof, the Borrower may borrow, prepay
      and
      reborrow Swing Line Loans as set forth herein without premium or penalty;
      provided, however, that Swing Line Lender may terminate or suspend the Swing
      Line at any time in its sole discretion upon notice to the
      Borrower.  Each Swing Line Loan shall bear interest at a rate equal to
      the rate applicable to Base Rate Loans or at a rate quoted by the Agent and
      agreed to by the Borrower.




(b)  Unless
      notified to
      the contrary by Swing Line Lender, the Borrower may irrevocably request a Swing
      Line Loan upon notice to Swing Line Lender.  There is no minimum
      borrowing amount for a Swing Line Loan.  Each such request for a Swing
      Line Loan shall constitute a representation and warranty by the Borrower that
      the conditions set forth in Section 5.2 are satisfied.  Promptly
      after receipt of such request, Swing Line Lender shall obtain telephonic
      verification from the Agent that such Swing Line Loan is permitted
      hereunder.  Upon receiving such verification, Swing Line Lender shall
      make such Swing Line Loan available to the Borrower.  Without the
      consent of the Required Lenders and Swing Line Lender, no Swing Line Loan shall
      be made during the continuation of a Default or Event of
      Default.  Upon the making of each Swing Line Loan, each Lender shall
      be deemed to have purchased from Swing Line Lender a risk participation therein
      in an amount equal to that Lender's Commitment Percentage times the amount
      of
      the Swing Line Loan.




(c)  Each
      Swing Line
      Loan shall bear interest at a fluctuating rate per annum equal to the rate
      of
      interest payable on Base Rate Loans or at the rate quoted by the Agent and
      agreed to by the Borrower and interest shall be payable upon demand of Swing
      Line Lender, on the last day of each month and on the Maturity
      Date.  Swing Line Lender shall be responsible for invoicing the
      Borrower (or notifying the Agent to so invoice the Borrower) for such
      interest.  The interest payable on Swing Line Loans is solely for the
      account of Swing Line Lender, except following any funding of a risk
      participation under clause (f) below.




(d)  The
      Borrower shall
      repay each Swing Line Loan on the earliest of (i) upon demand made by Swing
      Line
      Lender and (ii) the Maturity Date.  The Borrower shall repay the
      principal amount of each Swing Line Loan by payment directly to Swing Line
      Lender or by Swing Line Lender debiting the Borrower's deposit account at Swing
      Line Lender not later than 10:00 a.m. (New York City time) for payments
      hereunder.  If the conditions precedent set forth in Section 5.2 can
      be satisfied, the Borrower may request a Revolving Loan to repay Swing Line
      Lender, or, failing to make such request, the Borrower shall be deemed to have
      requested a Revolving Loan of Base Rate Loans on such payment date pursuant
      to
      subsection (f) below. Swing Line Lender shall promptly notify the Agent of
      each
      Swing Line Loan and each payment thereof.




16


(e)  If
      the Borrower
      fails to timely make any principal or interest payment on any Swing Line Loan,
      Swing Line Lender shall notify the Agent of such fact and the unpaid
      amount.  The Agent shall promptly notify each Lender of its pro rata
      share of such amount by 11:00 a.m. (New York City time).  Each Lender
      shall make funds in an amount equal to its pro rata share of such amount
      available to the Agent at the Agent's payment office not later than the 2:00
      p.m. (New York City time) for payments hereunder on the same Business
      Day.  The obligation of each Lender to make such payment shall be
      absolute and unconditional and shall not be affected by the occurrence of an
      Event of Default or any other occurrence or event.  Any such payment
      shall not relieve or otherwise impair the obligation of the Borrower to repay
      the Swing Line Lender for any amount of Swing Line Loans, together with interest
      as provided herein.




(f)  If
      the conditions
      precedent set forth in Section 5.2 can be satisfied on any date the Borrower
      is
      obligated to, but fails to, repay a Swing Line Loan, the funding by Lenders
      pursuant to the previous subsection shall be deemed to be a borrowing of Base
      Rate Loans (without regard to the minimum amount therefor) deemed requested
      by
      the Borrower.  If the conditions precedent set forth in Section 5.2
      cannot be satisfied on the date the Borrower is obligated to make, but fails
      to
      make, such payment, the funding by Lenders pursuant to the previous subsection
      shall be deemed to be a funding by each Lender of its participation in such
      Swing Line Loan, and each Lender making such funding shall thereupon acquire
      a
      pro rata participation, to the extent of its payment, in the claim of Swing
      Line
      Lender against the Borrower in respect of such payment and shall share, in
      accordance with that pro rata participation, in any payment made by the Borrower
      with respect to such claim.  Any amounts made available by a Lender
      under its risk participation shall be payable by the Borrower upon demand of
      the
      Agent, and shall bear interest at a rate per annum equal to the Base Rate plus 2% per
      annum.




2.9  Letters of Credit .




(a)  Issuance.  Subject
      to the terms and conditions hereof and of the LOC Documents, if any, and any
      other terms and conditions which the Issuing Bank may reasonably require, the
      Issuing Bank shall from time to time upon request issue, and the Lenders shall
      participate in, letters of credit (the "Letters of Credit")
      for the account of the Borrower; provided, however,
      that (i) the
      aggregate amount of Letter of Credit Obligations shall not at any time exceed
      $75,000,000, (ii) the sum of the aggregate amount of Letter of Credit
      Obligations outstanding plus the aggregate amount of Loans outstanding shall
      not
      exceed the Aggregate Commitment and (iii) with respect to each individual
      Lender, the Lender's pro rata share of outstanding Loans plus its pro rata
      share
      of outstanding Letter of Credit Obligations shall not exceed such Lender's
      Revolving Loan Commitment.  The Issuing Bank may require the issuance
      and expiry date of each Letter of Credit to be a day other than (x) a Saturday
      or a Sunday or (y) any other day on which the letter of credit issuing office
      of
      the Issuing Bank is authorized or required by law or executive order to
      close.  Each Letter of Credit shall be a standby or documentary letter
      of credit issued to support the obligations (including pension or insurance
      obligations), contingent or otherwise, of the Borrower or any of its
      Subsidiaries.  Each Letter of Credit shall have a stated term not to
      exceed one year, but may by its terms be renewable annually upon notice (a
      "Notice of
      Renewal") given to the Agent on or prior to any date for notice of
      renewal set forth in such Letter of Credit but in any event at least three
      Business Days prior to the date of the proposed renewal of such Letter of Credit
      and upon fulfillment of the




17


applicable
      conditions set forth in Section 5.2 unless the Agent has notified the Borrower
      on or prior to the date for notice of termination set forth in such Letter
      of
      Credit but in any event at least 30 Business Days prior to the date of automatic
      renewal of its election not to renew such Letter of Credit (a "Notice of
      Termination") and (y) 10 Business Days prior to the Maturity Date; provided that
      the
      terms of each Letter of Credit that is automatically renewable annually shall
      (x) require the Agent to give the beneficiary named in such Letter of
      Credit notice of any Notice of Termination, (y) permit such beneficiary,
      upon receipt of such notice, to draw under such Letter of Credit prior to the
      date such Letter of Credit otherwise would have been automatically renewed
      and
      (z) not permit the expiration date (after giving effect to any renewal) of
      such Letter of Credit in any event to be extended to a date later than 10
      Business Days before the Maturity Date.  If either a Notice of Renewal
      is not given by the Borrower or a Notice of Termination is given by the Agent
      pursuant to the immediately preceding sentence, such Letter of Credit shall
      expire on the date on which it otherwise would have been automatically renewed;
      provided, however,
      that even in
      the absence of receipt of a Notice of Renewal the Agent may in its discretion,
      unless instructed to the contrary by the Borrower, deem that a Notice of Renewal
      had been timely delivered and in such case, a Notice of Renewal shall be deemed
      to have been so delivered for all purposes under this Agreement.  Each
      Letter of Credit shall comply with the related LOC Documents.




(b)  Cash
      Collateral.  In the event that any Letter of Credit remains
      outstanding beyond the fifteenth day prior to the Maturity Date, the Borrower
      shall upon demand of the Required Lenders (or the Issuing Bank acting with
      the
      consent of the Required Lenders) either (i) pay to the Issuing Bank the sum
      of
      the largest draft which could then or thereafter be drawn under such Letter
      of
      Credit, which sum the Issuing Bank may hold for the account of the Borrower,
      with interest, for the purpose of paying any draft presented, with the excess,
      if any, to be returned to the Borrower upon termination or expiration of such
      Letter of Credit or (ii) deliver a back-up letter of credit to the Issuing
      Bank
      securing the Borrower's reimbursement obligations with respect to such Letter
      of
      Credit in form and substance acceptable to the Required Lenders and from a
      creditworthy financial institution acceptable to the Required
      Lenders.




(c)  Letter
      of Credit
      Fees.




(1)  Letter
      of Credit
      Fees.  In consideration of the issuance of Letters of Credit
      hereunder, the Borrower agrees to pay to the Agent for the pro rata benefit
      of
      the Lenders (based on each Lender's Commitment Percentage), a per annum fee
      (the
      "Letter of Credit
      Fees") equal to the Applicable Percentage on the average daily maximum
      amount available to be drawn under all Letters of Credit.  The Letter
      of Credit Fees will be payable in arrears on the first Business Day after the
      end of each fiscal quarter of the Borrower (as well as on the Maturity Date)
      for
      the immediately preceding fiscal quarter (or portion thereof), beginning with
      the first of such dates to occur after the date of this Agreement.




(2)  Issuing
      Bank Letter of
      Credit Fees.  In addition to the Letter of Credit Fees payable
      pursuant to subsection (1) above, the Borrower shall pay to the Issuing Bank
      for
      its own account, without sharing by the other Lenders, a fronting fee in an
      amount agreed by the Borrower and the Issuing Bank as a percentage of the
      outstanding face amount of each Letter of Credit payable quarterly in arrears
      at
      the same time the




18


Letter
      of Credit
      Fees are payable plus the customary incidental and/or out of pocket charges
      from
      time to time for its services in connection with the issuance, amendment,
      payment, transfer, administration, cancellation and conversion of, and drawings
      under, Letters of Credit (collectively, the "Issuing Bank Letter
      of
      Credit Fees").




(d)  Notice
      and
      Reports.  The request for the issuance of a Letter of Credit
      shall be submitted to the Issuing Bank and the Agent at least two Business
      Days
      prior to the requested date of issuance unless otherwise agreed to between
      the
      Borrower, the Issuing Bank and the Agent.  The Agent will, at least
      monthly and more frequently upon request, provide to the Lenders a detailed
      report specifying the Letters of Credit which are then issued and outstanding
      and any activity with respect thereto which may have occurred since the date
      of
      the prior report, and including therein, among other things, the account party,
      the beneficiary, the face amount, and the expiry date as well as any payments
      or
      expirations which may have occurred.




(e)  Participations.  Each
      Lender, upon issuance of a Letter of Credit, shall be deemed to have purchased
      without recourse a risk participation from the Issuing Bank in such Letter
      of
      Credit and each LOC Document related thereto and the rights and obligations
      arising thereunder and any collateral relating thereto, in each case in an
      amount equal to its Commitment Percentage of the obligations under such Letter
      of Credit, and shall absolutely, unconditionally and irrevocably assume, as
      primary obligor and not as surety, and be obligated to pay to the Issuing Bank
      therefor and discharge when due, its Commitment Percentage of the obligations
      arising under such Letter of Credit.  Without limiting the scope and
      nature of each Lender's participation in any Letter of Credit, to the extent
      that the Issuing Bank has not been reimbursed as required hereunder or under
      any
      such Letter of Credit, each such Lender shall pay to the Issuing Bank its
      Commitment Percentage of such unreimbursed drawing in same day funds on the
      day
      of notification by the Issuing Bank of an unreimbursed drawing pursuant to
      the
      provisions of subsection (f) hereof.  The obligation of each Lender to
      so reimburse the Issuing Bank shall be absolute and unconditional and shall
      not
      be affected by the occurrence of a Default, an Event of Default or any other
      occurrence or event.  Any such reimbursement shall not relieve or
      otherwise impair the obligation of the Borrower to reimburse the Issuing Bank
      under any Letter of Credit, together with interest as hereinafter
      provided.




(f)  Reimbursement.  In
      the event of any drawing under any Letter of Credit, the Issuing Bank will
      promptly notify the Borrower and the Agent.  Unless the Borrower shall
      immediately notify the Issuing Bank and the Agent of its intent to otherwise
      reimburse the Issuing Bank, the Borrower shall be deemed to have requested
      a
      Revolving Loan at the Base Rate in the amount of the drawing as provided in
      subsection (g) hereof, the proceeds of which will be used to satisfy the
      reimbursement obligations.  The Borrower shall reimburse the Issuing
      Bank on the day any drawing under any Letter of Credit is paid either with
      the
      proceeds of a Revolving Loan obtained hereunder or otherwise in same day funds
      as provided herein or in the LOC Documents.  If the Borrower shall
      fail to reimburse the Issuing Bank as provided hereinabove, the unreimbursed
      amount of such drawing shall bear interest at a per annum rate equal to the
      Base
      Rate plus two percent (2%).  The Borrower's reimbursement obligations
      hereunder shall be absolute and unconditional under all circumstances (except
      as
      expressly set forth below) irrespective of any rights of set-off, counterclaim
      or defense to payment the applicable account party or the Borrower may claim
      or
      have against the Issuing Bank, the Lenders, the beneficiary of the Letter of
      Credit drawn upon or any other Person, including




19


without
      limitation,
      any defense based on any failure of the applicable account party or the Borrower
      to receive consideration or the legality, validity, regularity or
      unenforceability of the Letter of Credit.  The Issuing Bank will
      promptly notify the Agent, who will promptly notify the Lenders of the amount
      of
      any unreimbursed drawing and each Lender shall promptly pay to the Issuing
      Bank,
      in immediately available funds, the amount of such Lender's Commitment
      Percentage of such unreimbursed drawing.  Such payment shall be made
      on the day such notice is received by such Lender from the Agent if such notice
      is received at or before 2:00 p.m., otherwise such payment shall be made at
      or
      before 12:00 noon on the Business Day next succeeding the day such notice is
      received.  If such Lender does not pay such amount to the Issuing Bank
      in full upon such request, such Lender shall, on demand, pay to the Issuing
      Bank
      interest on the unpaid amount during the period from the date the Lender
      received the notice regarding the unreimbursed drawing until the Lender pays
      such amount to the Issuing Bank in full at a rate per annum equal to, if paid
      within two Business Days of the date of drawing, the Federal Funds Rate and
      thereafter at a rate equal to the Base Rate.  Each Lender's obligation
      to make such payment to the Issuing Bank, and the right of the Issuing Bank
      to
      receive the same, shall be absolute and unconditional, shall not be affected
      by
      any circumstance whatsoever and without regard to the termination of this Credit
      Agreement or the Revolving Loan Commitments hereunder, the existence of a
      Default or Event of Default or the acceleration of the obligations hereunder
      and
      shall be made without any offset, abatement, withholding or reduction
      whatsoever.  Simultaneously with the making of each such payment by a
      Lender to the Issuing Bank, such Lender shall, automatically and without any
      further action on the part of the Issuing Bank or such Lender, acquire a
      participation in an amount equal to such payment (excluding the portion of
      such
      payment constituting interest owing to the Issuing Bank) in the related
      unreimbursed drawing portion of the Letter of Credit Obligation and in the
      interest thereon and in the related LOC Documents, and shall have a claim
      against the Borrower with respect thereto.




(g)  Repayment
      with Revolving
      Loans.  On any day on which the Borrower shall have requested,
      or been deemed to have requested, a Revolving Loan to reimburse a drawing under
      a Letter of Credit, the Agent shall give notice to the Lenders that a Revolving
      Loan has been requested or deemed requested in connection with a drawing under
      a
      Letter of Credit, in which case a Revolving Loan comprised solely of Base Rate
      Loans (each such borrowing, a "Mandatory Borrowing")
      shall be immediately made from all Lenders (without giving effect to any
      termination of the Revolving Loan Commitments pursuant to Section 9.1) prorata
      based on each
      Lender's respective Commitment Percentage and the proceeds thereof shall be
      paid
      directly to the Issuing Bank for application to the respective Letter of Credit
      Obligations.  Each Lender hereby irrevocably agrees to make such
      Revolving Loans upon any such request or deemed request on account of each
      such
      Mandatory Borrowing in the amount and in the manner specified in the preceding
      sentence and on the same such date notwithstanding (i)
      the amount of Mandatory Borrowing may not comply with the minimum amount for
      borrowings of Revolving Loans otherwise required hereunder, (ii) whether any
      conditions specified in Article III are then satisfied, (iii) whether a Default
      or Event of Default then exists, (iv) failure of any such request or deemed
      request for Revolving Loans to be made by the time otherwise required hereunder,
      (v) the date of such Mandatory Borrowing, or (vi) any reduction in or any
      termination of the Revolving Loan Commitments.  Such funding of
      Revolving Loans shall be made on the day notice of such Mandatory Borrowing
      is
      received by each Lender from the Agent if such notice is received at or before
      2:00 p.m., otherwise such payment shall be made at or before 12:00 noon on
      the
      Business Day next succeeding the day such notice is received.  In the
      event that any




20




Mandatory
      Borrowing
      cannot for any reason be made on the date otherwise required above (including,
      without limitation, as a result of the commencement of a proceeding under any
      applicable bankruptcy law with respect to the Borrower), then each Lender hereby
      agrees that it shall forthwith fund (as of the date the Mandatory Borrowing
      would otherwise have occurred, but adjusted for any payments received from
      the
      Borrower on or after such date and prior to such purchase) its Commitment
      Percentage in the outstanding Letter of Credit Obligations; provided, further,
      that in the
      event any Lender shall fail to fund its Commitment Percentage on the day the
      Mandatory Borrowing would otherwise have occurred, then the amount of such
      Lender's unfunded Commitment Percentage therein shall bear interest payable
      to
      the Issuing Bank upon demand, at the rate equal to, if paid within two Business
      Days of such date, the Federal Funds Rate, and thereafter at a rate equal to
      the
      Base Rate.




(h)  Modification
      and
      Extension.  The issuance of any supplement, modification,
      amendment, or extension to any Letter of Credit shall, for purposes hereof,
      be
      treated in all respects the same as the issuance of a new Letter of
      Credit.




(i)  International
      Standby
      Practices.  The Issuing Bank may have the Letters of Credit be
      subject to International Standby Practices, as published as of the date of
      issue
      by the International Chamber of Commerce (Publication No. 590 or the most recent
      publication, the "ISP
      98"), in which case the ISP 98 may be incorporated therein and deemed
      in
      all respects to be a part thereof.




(j)  Responsibility
      of Issuing
      Bank.  It is expressly understood and agreed as between the
      Lenders that the obligations of the Issuing Bank hereunder to the Lenders are
      only those expressly set forth in this Credit Agreement and that the Issuing
      Bank shall be entitled to assume that the conditions precedent set forth in
      Section 5 have been satisfied unless it shall have acquired actual knowledge
      that any such condition precedent has not been satisfied; provided, however,
      that nothing set forth in this Section 2.9 shall be deemed to prejudice the
      right of any Lender to recover from the Issuing Bank any amounts made available
      by such Lender to the Issuing Bank pursuant to this Section 2.9 in the event
      that it is determined by a court of competent jurisdiction that the issuance
      of
      or payment with respect to a Letter of Credit constituted gross negligence
      or
      willful misconduct on the part of the Issuing Bank.




(k)  Conflict
      with LOC
      Documents.  In the event of any conflict between this Credit
      Agreement and any LOC Document, this Credit Agreement shall govern.




(l)  Indemnification
      of Issuing
      Bank.




(1)  In
      addition to its
      other obligations under this Credit Agreement, the Borrower hereby agrees to
      protect, indemnify, pay and save the Issuing Bank harmless from and against
      any
      and all claims, demands, liabilities, damages, losses, costs, charges and
      expenses (including reasonable, documented attorneys' fees) that the Issuing
      Bank may incur or be subject to as a consequence, direct or indirect, of (A)
      the
      issuance of any Letter of Credit or (B) the failure of the Issuing Bank to
      honor
      a drawing under a Letter of Credit as a result of any act or omission, whether
      rightful or wrongful, of any present or
      future de jure
      or de facto government or governmental authority (all such acts or omissions,
      herein called "Government
      Acts").




21




(2)  As
      between the
      Borrower and the Issuing Bank and the Lenders, the Borrower shall assume all
      risks of the acts, omissions or misuse of any Letter of Credit by the
      beneficiary thereof.  The Issuing Bank and the Lenders shall not be
      responsible for (except in the case of (A), (B) and (C) below if the Issuing
      Bank has actual knowledge to the contrary):  (A) the form, validity,
      sufficiency, accuracy, genuineness or legal effect of any document submitted
      by
      any party in connection with the application for and issuance of any Letter
      of
      Credit, even if it should in fact prove to be in any or all respects invalid,
      insufficient, inaccurate, fraudulent or forged; provided that such document(s)
      reasonably appear to conform on their face to the terms of the Letter of Credit,
      (B) the validity or sufficiency of any instrument transferring or assigning
      or
      purporting to transfer or assign any Letter of Credit or the rights or benefits
      thereunder or proceeds thereof, in whole or in part, that may prove to be
      invalid or ineffective for any reason; (C) failure of the beneficiary of a
      Letter of Credit to comply fully with conditions required in order to draw
      upon
      a Letter of Credit; provided that such document(s) reasonably appear to conform
      on their face to the terms of the Letter of Credit, (D) errors, omissions,
      interruptions or delays in transmission or delivery of any messages, by mail,
      cable, telegraph, telex or otherwise, whether or not they be in cipher; (E)
      errors in interpretation of technical terms; (F) any loss or delay in the
      transmission or otherwise of any document required in order to make a drawing
      under a Letter of Credit or of the proceeds thereof; and (G) any consequences
      arising from causes beyond the control of the Issuing Bank, including, without
      limitation, any Government Acts.  None of the above shall affect,
      impair, or prevent the vesting of the Issuing Bank's rights or powers
      hereunder.




(3)  In
      furtherance and
      extension and not in limitation of the specific provisions hereinabove set
      forth, any action taken or omitted by the Issuing Bank, under or in connection
      with any Letter of Credit or the related certificates, if taken or omitted
      in
      good faith and not deemed to constitute gross negligence or willful misconduct,
      shall not put the Issuing Bank under any resulting liability to the
      Borrower.  It is the intention of the parties that this Credit
      Agreement shall be construed and applied to protect and indemnify the Issuing
      Bank against any and all risks involved in the issuance of the Letters of
      Credit, all of which risks are hereby assumed by the Borrower, including,
      without limitation, any and all risks of the acts or omissions, whether rightful
      or wrongful, of any present or future Government Acts.  The Issuing
      Bank shall not, in any way, be liable for any failure by the Issuing Bank or
      anyone else to pay any drawing under any Letter of credit as a result of any
      Government Acts or any other cause beyond the control of the Issuing
      Bank.




(4)  Nothing
      in this
      subsection (l) is intended to limit the reimbursement obligation of the Borrower
      contained in this Section 2.9.  The obligations of the Borrower under
      this subsection (l) shall survive the termination of this Credit
      Agreement.  No act or omission of any current or prior beneficiary of
      a Letter of Credit shall in any way affect or impair the rights of the Issuing
      Bank to enforce any right, power or benefit under this Credit
      Agreement.




(5)  Notwithstanding
      anything to the contrary contained in this subsection (l) or in any LOC
      Document, neither the Borrower nor any Lender shall have any obligation to
      indemnify the Issuing Bank in respect of any liability incurred by the




22




Issuing
      Bank
      arising out of the gross negligence or willful misconduct of the Issuing Bank,
      as determined by a court of competent jurisdiction.  Nothing in this
      Credit Agreement shall relieve the Issuing Bank of any liability to the Borrower
      or any Lender in respect of any action taken by the Issuing Bank which action
      constitutes gross negligence or willful misconduct of the Issuing Bank or a
      violation of the UCP or Uniform Commercial Code (as applicable), as determined
      by a court of competent jurisdiction.




(m)  Letters
      of Credit Under the
      2004 Credit Agreement.  Upon the Effective Date, all letters of
      credit issued or deemed issued by U.S. Bank National Association under the
      2004
      Credit Agreement shall automatically be deemed Letters of Credit issued by
      the
      Issuing Bank under this Agreement subject to all of the terms and conditions
      hereof including, among other things, that the Lenders will automatically be
      deemed to have purchased a participation in such letters of credit as of the
      Effective Date and the Borrower shall have the reimbursement obligations with
      respect thereto set forth in Section 2.9(f) above.




Section
      3.  PAYMENTS




3.1  Interest .




(a)  Interest
      Rate.




(i)  All
      Base Rate Loans
      shall accrue interest at the Base Rate.




(ii)  All
      Eurodollar
      Loans shall accrue interest at the Adjusted Eurodollar Rate applicable to such
      Eurodollar Loan.




(b)  Default
      Rate
      of Interest.  Upon the occurrence, and during the continuance,
      of an Event of Default, the principal of and, to the extent permitted by law,
      interest on the Loans and any other amounts owing hereunder or under the other
      Credit Documents shall bear interest, payable on demand, at a per annum rate
      equal to two percent (2%) plus the rate which would otherwise be applicable
      (or
      if no rate is applicable, then the rate for Revolving Loans that are Base Rate
      Loans plus two percent (2%) per annum).




(c)  Interest
      Payments.  Interest on Loans shall be due and payable in
      arrears on each Interest Payment Date.




3.2  Prepayments .




(a)  Voluntary
      Prepayments.  The Borrower shall have the right to prepay Loans
      in whole or in part from time to time without premium or penalty; provided, however,
      that (i)
      Eurodollar Loans may only be prepaid on three Business Days' prior written
      notice to the Agent and any prepayment of Eurodollar Loans will be subject
      to
      Section 4.3; and (ii) each such partial prepayment of Loans shall be in the
      minimum principal amount of $1,000,000; provided that if
      less
      than $1,000,000 would remain outstanding after such prepayment, such prepayment
      shall be  in
      the amount of
      the entire outstanding principal amount of the Loans.  Amounts prepaid
      hereunder shall be applied as the Borrower may elect; provided that if
      the
      Borrower fails to specify a voluntary prepayment then such prepayment shall
      be
      applied as the Agent may direct.




23


All
      voluntary
      prepayments shall be applied first to Swing Line Loans, then to Revolving Loans
      that are Base Rate Loans, and then to Revolving Loans that are Eurodollar Loans
      in direct order of Interest Period maturities.




(b)  Mandatory
      Prepayments.  If at any time the amount of Loans outstanding
      plus the Letter of Credit Obligations outstanding exceeds the Aggregate
      Commitment, the Borrower shall immediately make a principal payment to the
      Agent
      in the manner and in an amount such that the sum of Loans outstanding plus
      the
      Letter of Credit Obligations outstanding is less than or equal to the Aggregate
      Commitment.  Any payments made under this Section 3.2(b) shall be
      subject to Section 4.3 and shall be applied first to Swing Line Loans, then
      to
      Revolving Loans that are Base Rate Loans, and then to Revolving Loans that
      are
      Eurodollar Loans in direct order of Interest Period maturities.




3.3  Payment in Full at Maturity .




On
      the Maturity
      Date, the entire outstanding principal balance of all Loans and the Letter
      of
      Credit Obligations (to the extent that the Borrower has not provided cash
      collateral or provided a back-up letter of credit pursuant to Section 2.9(b)
      above), together with accrued but unpaid interest and all other sums owing
      under
      this Credit Agreement, shall be due and payable in full, unless accelerated
      sooner pursuant to Section 9.2.




3.4  Fees .




(a)  Revolving
      Fees.  In consideration of the Revolving Loan Commitment being
      made available by the Lenders hereunder, the Borrower agrees to pay to the
      Agent, for the pro rata benefit of each Lender, a fee equal to the Applicable
      Percentage for Revolving Fees multiplied by the Revolving Loan Commitment (the
      "Revolving
      Fees").  The accrued Revolving Fees shall be due and payable in
      arrears on the first Business Day after the end of each fiscal quarter of the
      Borrower (as well as on the Maturity Date and on any date that the Revolving
      Loan Commitment is reduced) for the immediately preceding fiscal quarter (or
      portion thereof), beginning with the first of such dates to occur after the
      Closing Date.




(b)  Utilization
      Fees.  At any time the principal amount of outstanding Loans
      and outstanding Letter of Credit Obligations hereunder shall exceed an amount
      equal to fifty percent (50%)of the Aggregate
      Commitment, the Borrower shall pay to the Agent hereunder, for the pro rata
      benefit of the Lenders, fees ("UtilizationFees")equal
      to .10%per annum on the
      principal amount of outstanding Loans and Letter of Credit
      Obligations.  The Utilization Fees, if any, shall be due and payable
      in arrears on the first Business Day after the end of each fiscal quarter of
      the
      Borrower (as well as the Maturity Date) and any date of reduction in the
      Revolving Loan Commitments.




(c)  Administrative
      Fees.  The Borrower agrees to pay to the Agent, for its own
      account, an annual fee as agreed to between the Borrower and the Agent in the
      Fee Letter.




3.5 Place and Manner of Payments .




All
      payments of
      principal, interest, fees, expenses and other amounts to be made by the Borrower
      under this Credit Agreement shall be received without setoff, deduction or




24




counterclaim
      not
      later than 2:00 p.m.(New York City time) on the date when due in Dollars and
      in
      immediately available funds by the Agent at its offices in New York, New
      York.  The Agent may charge account no. __________ of the Borrower for
      principal, interest and fees due hereunder and under the
      Notes.  Unless the application of a payment is specifically directed
      by the Borrower (or if such application would be inconsistent with the terms
      hereof), the Agent shall distribute payments received from the Borrower to
      the
      Lenders in such manner as it reasonably determines in its sole
      discretion.




3.6  Pro Rata Treatment .




Except
      to the
      extent otherwise provided herein, all Revolving Loans, each payment or
      prepayment of principal of any Revolving Loan, each payment of interest on
      the
      Revolving Loans, each payment of Revolving Fees, each reduction of the Revolving
      Loan Commitment, and each conversion or continuation of any Revolving Loans,
      shall be allocated pro rata among the Lenders in accordance with the respective
      Commitment Percentages; provided that, if
      any
      Lender shall have failed to pay its applicable pro rata share of any Revolving
      Loan, then any amount to which such Lender would otherwise be entitled pursuant
      to this Section 3.6 shall instead be payable to the Agent until the share of
      such Revolving Loan not funded by such Lender has been repaid; and provided, further,
      that in the
      event any amount paid to any Lender pursuant to this Section 3.6 is rescinded
      or
      must otherwise be returned by the Agent, each Lender shall, upon the request
      of
      the Agent, repay to the Agent the amount so paid to such Lender, with interest
      for the period commencing on the date such payment is returned by the Agent
      until the date the Agent receives such repayment at a rate per annum equal
      to,
      during the period to but excluding the date two Business Days after such
      request, the Federal Funds Rate, and thereafter, the Base Rate plus two percent
      (2%)
      per annum.




3.7  Computations of Interest and Fees .




(a)  Except
      for Base
      Rate Loans, on which interest shall be computed on the basis of a 365or 366 day year as
      the
      case may be, all computations of interest and fees hereunder shall be made
      on
      the basis of the actual number of days elapsed over a year of 360
      days.




(b)  It
      is the intent of
      the Lenders and the Borrower to conform to and contract in strict compliance
      with applicable usury law from time to time in effect.  All agreements
      between the Lenders and the Borrower are hereby limited by the provisions of
      this paragraph which shall override and control all such agreements, whether
      now
      existing or hereafter arising and whether written or oral.  In no way,
      nor in any event or contingency (including but not limited to prepayment or
      acceleration of the maturity of any obligation), shall the interest taken,
      reserved, contracted for, charged, or received under this Credit Agreement,
      under the Notes or otherwise, exceed the maximum nonusurious amount permissible
      under applicable law.  If, from any possible construction of any of
      the Credit Documents or any other document, interest would otherwise be payable
      in excess of the maximum nonusurious amount, any such construction shall be
      subject to the provisions of this paragraph and such documents shall be
      automatically reduced to
      the maximum
      nonusurious amount permitted under applicable law, without the necessity of
      execution of any amendment or new document.  If any Lender shall ever
      receive anything of value which is characterized as interest on the Loans under
      applicable law and which would, apart from this provision, be in excess of
      the
      maximum lawful amount, an amount equal to the




25




amount
      which would
      have been excessive interest shall, without penalty, be applied to the reduction
      of the principal amount owing on the Loans and not to the payment of interest,
      or refunded to the Borrower or the other payor thereof if and to the extent
      such
      amount which would have been excessive exceeds such unpaid principal amount
      of
      the Loans.  The right to demand payment of the Loans or any other
      indebtedness evidenced by any of the Credit Documents does not include the
      right
      to receive any interest which has not otherwise accrued on the date of such
      demand, and the Lenders do not intend to charge or receive any unearned interest
      in the event of such demand.  All interest paid or agreed to be paid
      to the Lenders with respect to the Loans shall, to the extent permitted by
      applicable law, be amortized, prorated, allocated, and spread throughout the
      full stated term (including any renewal or extension) of the Loans so that
      the
      amount of interest on account of such indebtedness does not exceed the maximum
      nonusurious amount permitted by applicable law.




3.8  Sharing of Payments .




Each
      Lender agrees
      that, in the event that any Lender shall obtain payment in respect of any Loan
      or any other obligation owing to such Lender under this Credit Agreement through
      the exercise of a right of set-off, banker's lien, counterclaim or otherwise
      (including, but not limited to, pursuant to the Bankruptcy Code) in excess
      of
      its pro rata share as provided for in this Credit Agreement, such Lender shall
      promptly purchase from the other Lenders a participation in such Loans and
      other
      obligations, in such amounts and with such other adjustments from time to time,
      as shall be equitable in order that all Lenders share such payment in accordance
      with their respective ratable shares as provided for in this Credit
      Agreement.  Each Lender further agrees that if a payment to a Lender
      (which is obtained by such Lender through the exercise of a right of set-off,
      banker's lien, counterclaim or otherwise) shall be rescinded or must otherwise
      be restored, each Lender which shall have shared the benefit of such payment
      shall, by repurchase of a participation theretofore sold, return its share
      of
      that benefit to each Lender whose payment shall have been rescinded or otherwise
      restored.  The Borrower agrees that any Lender so purchasing such a
      participation may, to the fullest extent permitted by law, exercise all rights
      of payment, including set-off, banker's lien or counterclaim, with respect
      to
      such participation as fully as if such Lender were a holder of such Loan or
      other obligation in the amount of such participation.  Except as
      otherwise expressly provided in this Credit Agreement, if any Lender shall
      fail
      to remit to the Agent or any other Lender an amount payable by such Lender
      to
      the Agent or such other Lender pursuant to this Credit Agreement on the date
      when such amount is due, such payments shall accrue interest thereon, for each
      day from the date such amount is due until the day such amount is paid to the
      Agent or such other Lender, at a rate per annum equal to the Federal Funds
      Rate.  If under any applicable bankruptcy, insolvency or other similar
      law, any Lender receives a secured claim in lieu of a setoff to which this
      Section 3.8 applies, such Lender shall, to the extent practicable, exercise
      its
      rights in respect of such secured claim in a manner consistent with the rights
      of the Lenders under this Section 3.8 to share in the benefits of any recovery
      on such secured claim.


3.9 
      Evidence of Debt .




(a)  Each
      Lender shall
      maintain an account or accounts evidencing each Loan made by such Lender to
      the
      Borrower from time to time, including the amounts of principal and interest
      payable and paid to such Lender from time to time under this Credit
      Agreement.  Each




26


Lender
      will make
      reasonable efforts to maintain the accuracy of its account or accounts and
      to
      promptly update its account or accounts from time to time, as
      necessary.




(b)  The
      Agent shall
      maintain the Register pursuant to Section 11.3(c), and a subaccount for each
      Lender, in which Register and subaccounts (taken together) shall be recorded
      (i)
      the amount, type and Interest Period of each such Loan hereunder, (ii) the
      amount of any principal or interest due and payable or to become due and payable
      to each Lender hereunder and (iii) the amount of any sum received by the Agent
      hereunder from or for the account of the Borrower and each Lender's share
      thereof.  The Agent will make reasonable efforts to maintain the
      accuracy of the subaccounts referred to in the preceding sentence and to
      promptly update such subaccounts from time to time, as necessary.




(c)  The
      entries made in
      the accounts, Register and subaccounts maintained pursuant to subsection (b)
      of
      this Section 3.9 (and, if consistent with the entries of the Agent, subsection
      (a)) shall be prima facie evidence of the existence and amounts of the
      obligations of the Borrower therein recorded; provided, however,
      that the
      failure of any Lender or the Agent to maintain any such account, such Register
      or such subaccount, as applicable, or any error therein, shall not in any manner
      affect the obligation of the Borrower to repay the Loans made by such Lender
      in
      accordance with the terms hereof.




Section
      4.  ADDITIONAL
      PROVISIONS REGARDING LOANS




4.1  Eurodollar Loan Provisions .




(a)  Unavailability.  In
      the event that the Agent shall have determined in good faith (i) that
      U.S.  dollar deposits in the principal amounts requested with respect
      to a Eurodollar Loan are not generally available in the London interbank
      Eurodollar market or (ii) that reasonable means do not exist for
      ascertaining the Eurodollar Rate, the Agent shall, as soon as practicable
      thereafter, give notice of such determination to the Borrower and the
      Lenders.  In the event of any such determination under clauses (i) or
      (ii) above, until the Agent shall have advised the Borrower and the Lenders
      that
      the circumstances giving rise to such notice no longer exist, (A) any request
      by
      the Borrower for Eurodollar Loans shall be deemed to be a request for Base
      Rate
      Loans, (B) any request by the Borrower for conversion into or continuation
      of
      Eurodollar Loans shall be deemed to be a request for conversion into or
      continuation of Base Rate Loans and (C) any Loans that were to be converted
      or
      continued as Eurodollar Loans on the first day of an Interest Period shall
      be
      converted to or continued as Base Rate Loans.




(b)  Change
      in
      Legality.  Notwithstanding any other provision herein, if any
      change, after the date hereof, in any law or regulation (including the
      introduction of any new law or regulation) or in the interpretation thereof
      by
      any Governmental Authority charged with the administration or interpretation
      thereof shall make it unlawful for any Lender to make or maintain any Eurodollar
      Loan or to give effect to its obligations as contemplated hereby
      with  respect
      to any
      Eurodollar Loan, then, by written notice to the Borrower and to the Agent,
      such
      Lender may:




(A)  declare
      that
      Eurodollar Loans, and conversions to or continuations of Eurodollar Loans,
      will
      not thereafter be made by such Lender hereunder, whereupon any




27


request
      by the
      Borrower for, or for conversion into or continuation of, Eurodollar Loans shall,
      as to such Lender only, be deemed a request for, or for conversion into or
      continuation of, Base Rate Loans, unless such declaration shall be subsequently
      withdrawn; and




(B)  require
      that all
      outstanding Eurodollar Loans made by it be converted to Base Rate Loans in
      which
      event all such Eurodollar Loans shall be automatically converted to Base Rate
      Loans.




In
      the event any
      Lender shall exercise its rights under clause (A) or (B) above, all payments
      and
      prepayments of principal which would otherwise have been applied to repay the
      Eurodollar Loans that would have been made by such Lender or the converted
      Eurodollar Loans of such Lender shall instead be applied to repay the Base
      Rate
      Loans made by such Lenders in lieu of, or resulting from the conversion of,
      such
      Eurodollar Loans.




(c)  Requirements
      of
      Law.  If at any time a Lender shall incur increased costs or
      reductions in the amounts received or receivable hereunder with respect to
      the
      making, the commitment to make or the maintaining of any Eurodollar Loan because
      of (i) any change, after the date hereof, in any applicable law, governmental
      rule, regulation, guideline or order (or in the interpretation or administration
      thereof and including the introduction of any new law or governmental rule,
      regulation, guideline or such order) including, without limitation, the
      imposition, modification or deemed applicability of any reserves, deposits
      or
      similar requirements (such as, for example, but not limited to, a change in
      official reserve requirements, but, in all events, excluding reserves required
      under Regulation D to the extent included in the computation of the Adjusted
      Eurodollar Rate) or (ii) other circumstances affecting the London interbank
      Eurodollar market; then the Borrower shall pay to such Lender promptly upon
      written demand therefore, accompanied by a statement in reasonable detail
      showing the calculation of the amount demanded, such additional amounts (in
      the
      form of an increased rate of, or a different method of calculating, interest
      or
      otherwise as such Lender may determine in its reasonable discretion) as may
      be
      required to compensate such Lender for such increased costs or reductions in
      amounts receivable hereunder.  Each determination and calculation made
      by a Lender under this Section 4.1 shall, absent manifest error, be binding
      and
      conclusive on the parties hereto.  Any conversions of Eurodollar Loans
      made pursuant to this Section 4.1 shall subject the Borrower to the payments
      required by Section 4.3.  This Section shall survive termination of
      this Credit Agreement and the other Credit Documents and payment of the Loans
      and all other amounts payable hereunder.




Failure
      or delay on
      the part of any Lender to demand compensation pursuant to this Section 4.1
      shall
      not constitute a waiver of such Lender's right to demand such compensation;
      provided that
      the Borrower shall not be required to compensate such Lender pursuant to this
      Section for any increased costs or reductions incurred more than 90 days prior
      to the date that such Lender notifies the Borrower of the change in or in the
      interpretation of law or regulation
      giving
      rise to such increased costs or reductions and of such Lender's intention to
      claim compensation therefor; providedfurther
      that, if the
      change in or in the interpretation of law or regulation giving rise to such
      increased costs or reductions is retroactive, then the 90-day period referred
      to
      above shall be extended to include the period of retroactive effect
      thereof.




28




4.2  Capital Adequacy .




If
      any Lender has
      determined that the adoption or effectiveness, after the date hereof, of any
      applicable law, rule or regulation regarding capital adequacy, or any change
      therein (after the date hereof), 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 such Lender (or its parent corporation) with 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 such Lender's (or parent corporation's) capital
      or assets as a consequence of its commitments or obligations hereunder to a
      level below that which such Lender (or its parent corporation) could have
      achieved but for such adoption, effectiveness, change or compliance (taking
      into
      consideration such Lender's (or parent corporation's) policies with respect
      to
      capital adequacy), then, upon notice from such Lender, accompanied by a
      statement in reasonable detail showing the calculation of the amount demanded,
      the Borrower shall pay to such Lender such additional amount or amounts as
      will
      compensate such Lender for such reduction.  Each determination by any
      such Lender of amounts owing under this Section 4.2 shall, absent manifest
      error, be conclusive and binding on the parties hereto.  This Section
      shall survive termination of this Credit Agreement and the other Credit
      Documents and payment of the Loans and all other amounts payable
      hereunder.




Failure
      or delay on
      the part of any Lender to demand compensation pursuant to this Section 4.2
      shall
      not constitute a waiver of such Lender's right to demand such compensation;
      provided that
      the Borrower shall not be required to compensate such Lender pursuant to this
      Section for any increased costs or reductions incurred more than 90 days prior
      to the date that such Lender notifies the Borrower of the change in or in the
      interpretation of law or regulation giving rise to such increased costs or
      reductions and of such Lender's intention to claim compensation therefor; providedfurther
      that, if the
      change in or in the interpretation of law or regulation giving rise to such
      increased costs or reductions is retroactive, then the 90-day period referred
      to
      above shall be extended to include the period of retroactive effect
      thereof.




4.3  Compensation .




The
      Borrower
      promises to indemnify each Lender and to hold each Lender harmless from any
      loss
      or expense which such Lender may sustain or incur as a consequence of (a)
      default by the Borrower in making a borrowing of, conversion into or
      continuation of Eurodollar Loans after the Borrower has given a notice
      requesting the same in accordance with the provisions of this Credit Agreement,
      (b) default by the Borrower in making any prepayment of a Eurodollar Loan after
      the Borrower has given a notice thereof in accordance with the provisions of
      this Credit Agreement, (c) the making of a prepayment of Eurodollar Loans on
      a
      day which is not the last day of an Interest Period with respect thereto and
      (d)
      the payment, continuation
      or
      conversion of a Eurodollar Loan on a day which is not the last day of the
      Interest Period applicable thereto or the failure to repay a Eurodollar Loan
      when required by the terms of this Credit Agreement.  Such
      indemnification may include an amount equal to (i) an amount of interest
      calculated at the Eurodollar Rate which would have accrued on the amount in
      question, for the period from the date of such prepayment or of such failure
      to
      borrow, convert, continue or repay to the last day of the applicable Interest
      Period (or, in the case of a failure to borrow,




29


convert
      or
      continue, the Interest Period that would have commenced on the date of such
      failure) in each case at the applicable rate of interest for such Eurodollar
      Loans provided for herein minus (ii) the amount of interest (as reasonably
      determined by such Lender) which would have accrued to such Lender on such
      amount by placing such amount on deposit for a comparable period with leading
      banks in the interbank Eurocurrency market.  The agreements in this
      Section shall survive the termination of this Credit Agreement and the payment
      of the Loans and all other amounts payable hereunder.




4.4  Taxes .




(a)  Except
      as provided
      below in this Section 4.4, all payments made by the Borrower under this Credit
      Agreement and any Notes shall be made free and clear of, and without deduction
      or withholding for or on account of, any present or future income, stamp or
      other taxes, levies, imposts, duties, charges, fees, deductions or withholdings,
      now or hereafter imposed, levied, collected, withheld or assessed by any court,
      or governmental body, agency or other official, excluding taxes measured by
      or
      imposed upon the net income of any Lender or its applicable lending office,
      or
      any branch or affiliate thereof, and all franchise taxes, branch taxes, taxes
      on
      doing business or taxes on the capital or net worth of any Lender or its
      applicable lending office, or any branch or affiliate thereof, in each case
      imposed in lieu of net income taxes: (i) by the jurisdiction under the laws
      of
      which such Lender, applicable lending office, branch or affiliate is organized
      or is located, or in which its principal executive office is located, or any
      nation within which such jurisdiction is located or any political subdivision
      thereof or (ii) by reason of any connection between the jurisdiction imposing
      such tax and such Lender, applicable lending office, branch or affiliate other
      than a connection arising solely from such Lender having executed, delivered
      or
      performed its obligations, or received payment under or enforced, this Credit
      Agreement or any Notes.  If any such non-excluded taxes, levies,
      imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes")
      are required to be withheld from any amounts payable to an Agent or any Lender
      hereunder or under any Notes, (A) the amounts so payable to the Agent or such
      Lender shall be increased to the extent necessary to yield to the Agent or
      such
      Lender (after payment of all Non-Excluded Taxes) interest or any such other
      amounts payable hereunder at the rates or in the amounts specified in this
      Credit Agreement and any Notes, provided, however,
      that the
      Borrower shall be entitled to deduct and withhold any Non-Excluded Taxes and
      shall not be required to increase any such amounts payable to any Lender that
      is
      not organized under the laws of the United States of America or a state thereof
      if such Lender fails to comply with the requirements of paragraph (b) of this
      Section 4.4 whenever any Non-Excluded Taxes are payable by the Borrower, and
      (B)
      as promptly as possible after requested, the Borrower shall send to the Agent
      for its own account or for the account of such Lender, as the case may be,
      a
      certified copy of an original official receipt received by the Borrower showing
      payment thereof.  If the Borrower fails to pay any Non-Excluded Taxes
      of which it has notice when due to the appropriate taxing authority or fails
      to
      remit to the Agent the required receipts or other required documentary evidence,
      the Borrower  shall
      indemnify the
      Agent and any Lender for any incremental Non-Excluded Taxes, interest or
      penalties that may become payable by the Agent or any Lender as a result of
      any
      such failure.  The agreements in this Section 4.4 shall survive the
      termination of this Credit Agreement and the payment of the Loans and all other
      amounts payable hereunder.




30




(b)  Each
      Lender that is
      not incorporated under the laws of the United States of America or a state
      thereof shall:




(A)  on
      or before the
      date of any payment by the Borrower under this Credit Agreement or the Notes
      to
      such Lender, deliver to the Borrower and the Agent (x) two duly completed copies
      of United States Internal Revenue Service Form W-8ECI or W-8BEN, or successor
      applicable form, as the case may be, certifying that it is entitled to receive
      payments under this Credit Agreement and any Notes without deduction or
      withholding of any United States federal income taxes and (y) an Internal
      Revenue Service Form W-8 or W-9, or successor applicable form, as the case
      may
      be, certifying that it is entitled to an exemption from United States backup
      withholding tax;




(B)  deliver
      to the
      Borrower and the Agent two further copies of any such form or certification
      on
      or before the date that any such form or certification expires or becomes
      obsolete and after the occurrence of any event requiring a change in the most
      recent form previously delivered by it to the Borrower; and




(C)  obtain
      such
      extensions of time for filing and complete such forms or certifications as
      may
      reasonably be requested by the Borrower or the Agent; or




(ii)  in
      the case of any
      such Lender that is not a "bank" within the meaning of Section 881(c)(3)(A)
      of
      the Internal Revenue Code, (A) represent to the Borrower (for the benefit of
      the
      Borrower and the Agent) that it is not a bank within the meaning of Section
      88l(c)(3)(A) of the Internal Revenue Code, (B) agree to furnish to the Borrower,
      on or before the date of any payment by the Borrower, with a copy to the Agent,
      two accurate and complete original signed copies of Internal Revenue Service
      Form W-8, or successor applicable form certifying to such Lender's legal
      entitlement at the date of such certificate to an exemption from U.S.
      withholding tax under the provisions of Section 881(c) of the Internal Revenue
      Code with respect to payments to be made under this Credit Agreement and any
      Notes (and to deliver to the Borrower and the Agent two further copies of such
      form on or before the date it expires or becomes obsolete and after the
      occurrence of any event requiring a change in the most recently provided form
      and, if necessary, obtain any extensions of time reasonably requested by the
      Borrower or the Agent for filing and completing such forms), and (C) agree,
      to
      the extent legally entitled to do so, upon reasonable request by the Borrower,
      to provide to the Borrower (for the benefit of the Borrower and the Agent)
      such
      other forms as may be reasonably required in order to establish the legal
      entitlement of such Lender to an exemption from withholding with respect to
      payments under this Credit Agreement and any Notes.




Notwithstanding
      the
      above, if any change in treaty, law or regulation has occurred after the date
      such Person becomes a Lender hereunder which renders all such forms inapplicable
      or which would prevent such Lender from duly completing and delivering any
      such
      form with respect to it and such Lender so advises the Borrower and the Agent,
      then such Lender shall be exempt from such requirements.  Each Person
      that shall become a Lender or a participant of a Lender pursuant to Section
      11.3
      shall, upon the effectiveness of the related transfer, be required




31


to
      provide all of
      the forms, certifications and statements required pursuant to this subsection
      (b); provided
      that in the case of a participant of a Lender, the obligations of such
      participant of a Lender pursuant to this subsection (b) shall be determined
      as
      if the participant of a Lender were a Lender except that such participant of
      a
      Lender shall furnish all such required forms, certifications and statements
      to
      the Lender from which the related participation shall have been
      purchased.




4.5  Replacement of Lenders .




The
      Agent and each
      Lender shall use reasonable efforts to avoid or mitigate any increased cost
      or
      suspension of the availability of an interest rate under Sections 4.1 through
      4.4 above to the greatest extent practicable (including transferring the Loans
      to another lending office of Affiliate of a Lender) unless, in the opinion
      of
      the Agent or such Lender, such efforts would be likely to have an adverse effect
      upon it.  In the event a Lender makes a request to the Borrower for
      additional payments in accordance with Section 4.1, 4.2 or 4.4, then, provided that no
      Default or Event of Default has occurred and is continuing at such time, the
      Borrower may, at its own expense (such expense to include any transfer fee
      payable to the Agent under Section 11.3(b) and any expense pursuant to Section
      4) and in its sole discretion, require such Lender to transfer and assign in
      whole (but not in part), without recourse (in accordance with and subject to
      the
      terms and conditions of Section 11.3(b)), all of its interests, rights and
      obligations under this Credit Agreement to an Eligible Assignee which shall
      assume such assigned obligations (which assignee may be another Lender, if
      a
      Lender accepts such assignment); provided that (a)
      such assignment shall not conflict with any law, rule or regulation or order
      of
      any court or other Governmental Authority and (b) the Borrower or such assignee
      shall have paid to the assigning Lender in immediately available funds the
      principal of and interest accrued to the date of such payment on the portion
      of
      the Loans hereunder held by such assigning Lender and all other amounts owed
      to
      such assigning Lender hereunder, including amounts owed pursuant to Sections
      4.1
      through 4.4.




Section
      5.  CONDITIONS
      PRECEDENT




5.1  Closing Conditions .




The
      obligation of
      the Lenders to enter into this Credit Agreement and make the initial Extension
      of Credit is subject to satisfaction (or waiver) of the following
      conditions:




(a)  Executed
      Credit
      Documents.  Receipt by the Agent of duly executed copies of (i)
      this Credit Agreement, (ii) the Notes and (iii) all other Credit Documents,
      each
      in form and substance acceptable to the Lenders.


(b)  Corporate
      Documents.  Receipt by the Agent of the following:




(i)  Charter
      Documents.  Copies of the articles of incorporation or other
      charter documents of the Borrower certified to be true and complete as of a
      recent date by the appropriate Governmental Authority of the state or other
      jurisdiction of its incorporation and certified by a secretary or assistant
      secretary of the Borrower to be true and correct as of the Closing Date,
      together with any other information required by Section 326 of the USA Patriot
      Act of 2001, 31




32


U.S.C.
      Section
      5318, or necessary for the Agent or any Lender to verify the identity of
      Borrower as required by Section 326 of such Act.




(ii)  Bylaws.  A
      copy of the bylaws of the Borrower certified by a secretary or assistant
      secretary of the Borrower to be true and correct as of the Closing
      Date.




(iii)  Resolutions.  Copies
      of resolutions of the Board of Directors of the Borrower approving and adopting
      the Credit Documents to which it is a party, the transactions contemplated
      therein and authorizing execution and delivery thereof, certified by a secretary
      or assistant secretary of the Borrower to be true and correct and in force
      and
      effect as of the Closing Date.




(iv)  Good
      Standing.  Copies of (A) certificates of good standing,
      existence or its equivalent with respect to the Borrower certified as of a
      recent date by the appropriate Governmental Authorities of the state or other
      jurisdiction of incorporation and each other jurisdiction in which the failure
      to so qualify and be in good standing would have a Material Adverse Effect
      and
      (B) to the extent available, a certificate indicating payment of all corporate
      franchise taxes certified as of a recent date by the appropriate Governmental
      Authorities of the state or other jurisdiction of incorporation and each other
      jurisdiction in which the failure to pay such franchise taxes would have a
      Material Adverse Effect.




(v)  Incumbency.  An
      incumbency certificate of the Borrower certified by a secretary or assistant
      secretary of the Borrower to be true and correct as of the Closing
      Date.




(c)  Opinion
      of
      Counsel.  Receipt by the Agent of an opinion, or opinions, from
      legal counsel to the Borrower addressed to the Agent and the Lenders and dated
      as of the Effective Date, in each case satisfactory in form and substance to
      the
      Agent.




(d)  Financial
      Statements.  Receipt by the Lenders of the audited financial
      statements of the Borrower and its consolidated subsidiaries, for the fiscal
      years ended December 31, 2001, 2002 and 2004, including balance sheets and
      income and cash flow statements, in each case audited by Deloitte & Touche
      and prepared in accordance with GAAP.




(e)  Fees
      and
      Expenses.  Payment by the Borrower of all fees and expenses
      owed by it to the Lenders and the Agent, including, without limitation, payment
      to the Agent of the fees set forth in the Fee Letter.


(f)  Litigation.  Except
      as disclosed in the Borrower's Annual Report on its Form 10-K for the year
      ended
      December 31, 2004 and in subsequent filings under the Securities Exchange Act
      of
      1934 made prior to the Closing Date, there shall not exist any action, suit
      or
      investigation, nor shall any action, suit or investigation be pending or
      threatened before any arbitrator or Governmental Authority that materially
      adversely affects the Borrower or any transaction contemplated hereby or on
      the
      ability of the Borrower to perform its obligations under the Credit
      Documents.




33




(g)  Material
      Adverse
      Effect.  No event or condition shall have occurred since the
      date of the financial statements delivered pursuant to Section 5.1(d)above that has had
      or
      would be likely to have a Material Adverse Effect.




(h)  Officer's
      Certificates.  The Agent shall have received a certificate or
      certificates executed by the chief financial officer, treasurer, secretary
      or
      assistant treasurer of the Borrower as of the Closing Date stating that (i)
      the
      Borrower is in compliance with all existing material financial obligations,
      (ii)
      no action, suit, investigation or proceeding is pending or, to his knowledge,
      threatened in any court or before any arbitrator or governmental instrumentality
      that purports to affect the Borrower or any transaction contemplated by the
      Credit Documents, if such action, suit, investigation or proceeding would have
      or would be reasonably likely to have a Material Adverse Effect and (iii)
      immediately after giving effect to this Credit Agreement, the other Credit
      Documents and all the transactions contemplated therein to occur on such date,
      (A) no Default or Event of Default exists, (B) all representations and
      warranties contained herein and in the other Credit Documents, are true and
      correct in all material respects on and as of the date made and (C) the Borrower
      is in compliance with the financial covenant set forth in Section
      7.2.




(i)  2004
      Credit
      Agreement.  The 2004 Credit Agreement shall be terminated prior
      to or contemporaneously with the making of the initial Loans under this Credit
      Agreement and all loans and other obligations outstanding under the 2004 Credit
      Agreement shall be paid in full prior to or contemporaneously with the making
      of
      the initial Loans under this Credit Agreement.  Each of the Lenders
      that is a party to the above described credit agreement, by execution hereof,
      hereby waives the requirement of five business days' notice to the termination
      of the commitments thereunder.




(j)  Other.  Receipt
      by the Lenders of such other documents, instruments, agreements or information
      as reasonably requested by any Lender.




5.2  Conditions to Each Extension of Credit .




In
      addition to the
      conditions precedent stated elsewhere herein, (excluding after the Closing
      Date
      those contained in Sections 5.1(f) and 5.1(g) hereof), the Lenders shall not
      be
      obligated to make any new Extension of Credit unless:




(a)  Request.  The
      Borrower shall have timely delivered, (i) in the case of any new Revolving
      Loan,
      a duly executed and completed Notice of Borrowing in conformance with all the
      terms and conditions of this Credit Agreement and (ii) in the case of any Letter
      of Credit, the necessary application and any other LOC Documents required by
      the
      Agent.


(b)  Representations
      and
      Warranties.  The representations and warranties made by the
      Borrower herein (excluding after the Closing Date those contained in Sections
      6.7 and 6.10) are true and correct in all material respects at and as if made
      as
      of the date of the making of the Extension of Credit.




(c)  No
      Default.  No Default or Event of Default shall exist or be
      continuing either prior to or after giving effect thereto.




34




(d)  Availability.  Immediately
      after giving effect to the making of an Extension of Credit (and the application
      of the proceeds thereof), the sum of the Loans and Letter of Credit Obligations
      outstanding shall not exceed the Aggregate Commitment.




The
      delivery of
      each Notice of Borrowing and each application for a Letter of Credit shall
      constitute a representation and warranty by the Borrower of the correctness
      of
      the matters specified in subsections (b), (c) and (d) above.




5.3  Conditions to Each Extension of Credit On and After Any Trigger Date .




In
      addition to the
      conditions precedent stated elsewhere herein, (excluding after the Closing
      Date
      those contained in Sections 5.1(f) and 5.1(g) hereof), the Lenders shall not
      be
      obligated to make any new Extension of Credit at any time on or after any
      Trigger Date unless the Borrower shall have timely delivered (a) a certificate
      of the Secretary or an Assistant Secretary of the Borrower certifying that
      attached are true and correct copies of all authorizations or approvals of
      Governmental Authorities required to be obtained in order for the term of this
      Agreement to extend past such Trigger Date, and that such authorizations or
      approvals have been issued and are in full force and effect and (b) an opinion
      of counsel for the Borrower to the effect that no authorizations or approvals
      of
      Governmental Authorities are or will be required in connection with the
      performance by the Borrower, or the consummation by the Borrower of the
      transactions contemplated by, this Agreement between such Trigger Date and
      the
      next succeeding Trigger Date (if any), other than the authorizations or
      approvals  described in clause (a) above, which have been duly issued
      and in full force and effect.




Section
      6.  REPRESENTATIONS
      AND WARRANTIES




The
      Borrower hereby
      represents and warrants to each Lender that:




6.1  Organization and Good Standing; Assets .




(a)  The
      Borrower and
      each of its Principal Subsidiaries (i) is a corporation or limited liability
      company validly existing and in good standing (or equivalent status) under
      its
      jurisdiction of organization, (ii) is duly qualified and in good standing as
      a
      foreign corporation or limited liability company authorized to do business
      in
      every jurisdiction where the failure to so qualify would have a Material Adverse
      Effect and (iii) has the requisite corporate or limited liability company power
      and authority to own its properties and to carry on its business as now
      conducted and as proposed to be conducted.




(b)  The
      Borrower and
      each of its Principal Subsidiaries has good and marketable title (or, in the
      case of personal property, valid title) or valid leasehold interests in its
      assets,  except
      for (i)
      minor defects in title that do not materially interfere with the ability of
      the
      Borrower or the relevant Principal Subsidiary to conduct its business as now
      conducted and (ii) other defects that, either individually or in the aggregate,
      do not materially adversely affect the financial condition, properties or
      operations of the Borrower or the relevant Principal Subsidiary.  All
      such assets and properties are free and clear of any Lien, other than Liens
      permitted under Section 8.6 hereof.




35




(c)  The Borrower’s
      Principal Subsidiaries and other Subsidiaries as of the Closing Date are set
      forth on Schedule
      6.1(c) hereto.  All outstanding shares of capital stock having
      ordinary voting power for the election of directors of each of the Borrower’s
      Principal Subsidiaries have been validly issued, are fully paid and
      nonassessable (except as provided by Wisconsin Statutes section 180.0622, as
      judicially interpreted) and, in the case of each of the Principal Subsidiaries,
      are owned beneficially by the Borrower or another Subsidiary, free and clear
      of
      any Lien.




6.2  Due Authorization .




The
      Borrower (a)
      has the requisite corporate power and authority to execute, deliver and perform
      this Credit Agreement and the other Credit Documents and to incur the
      obligations herein and therein provided for and (b) is duly authorized to,
      and
      has been authorized by all necessary corporate action to, execute, deliver
      and
      perform this Credit Agreement and the other Credit Documents.




6.3  No Conflicts .




Neither
      the
      execution and delivery of the Credit Documents, nor the consummation of the
      transactions contemplated therein, nor performance of and compliance with the
      terms and provisions thereof by the Borrower will (a) violate or conflict with
      any provision of its organizational documents or bylaws, (b) violate, contravene
      or materially conflict with any law (including without limitation, the Public
      Utility Holding Company Act of 1935, as amended), regulation (including without
      limitation, Regulation U, Regulation X and any regulation promulgated by the
      Federal Energy Regulatory Commission), order, writ, judgment, injunction, decree
      or permit applicable to it, (c) violate, contravene or materially conflict
      with
      contractual provisions of, or cause an event of default under, any indenture,
      loan agreement, mortgage, deed of trust, contract or other agreement or
      instrument to which it is a party or by which it may be bound, the violation
      of
      which would have a Material Adverse Effect or (d) result in or require the
      creation of any Lien upon or with respect to its properties.




6.4  Consents .




No
      consent,
      approval, authorization or order of, or filing, registration or qualification
      with, any court or Governmental Authority (including, without limitation, the
      Public Service Commission of Wisconsin pursuant to Chapter 201 of the Wisconsin
      Statutes) or third party is required in connection with the execution, delivery
      or performance of this Credit Agreement or any of the other Credit Documents
      that has not been obtained.


6.5 
      Enforceable Obligations .




This
      Credit
      Agreement and the other Credit Documents have been duly executed and delivered
      and constitute legal, valid and binding obligations of the Borrower enforceable
      against the Borrower in accordance with their respective terms, except as may
      be
      limited by bankruptcy or insolvency laws or similar laws affecting creditors'
      rights generally or by general equitable principles.




36




6.6  Financial Condition .




(a)  The
      financial
      statements delivered to the Lenders pursuant to Section 5.1(d) and pursuant
      to
      Sections 7.1(a) and (b): (i) have been prepared in accordance with GAAP (subject
      to the provisions of Section 1.3 and subject to, in the case of the interim
      financial statements, year end adjustments and the absence of footnotes) and
      (ii) present fairly the financial condition, results of operations and cash
      flows of the Borrower and its Subsidiaries as of such date and for such
      periods.




(b)  Since
      December 31,
      2004, there has been no sale, transfer or other disposition by the Borrower
      or
      any of its Principal Subsidiaries of any material part of the business or
      property of the Borrower and its Principal Subsidiaries, other than sales of
      inventory during the course of business, and no purchase or other acquisition
      by
      the Borrower and its Principal Subsidiaries of any business or property
      (including any capital stock of any other Person) material in relation to the
      financial condition of the Borrower and its Principal Subsidiaries, in each
      case, which, is not (i) reflected in the most recent financial statements
      delivered to the Lenders pursuant to Section 7.1 or in the notes thereto, (ii)
      permitted by the terms of this Credit Agreement or (iii) disclosed to the
      Lenders prior to the date hereof.




6.7  No Material Change .




Since
      December 31,
      2004, there has been no development or event relating to or affecting the
      Borrower and its Principal Subsidiaries which has had or would be reasonably
      likely to have a Material Adverse Effect.




6.8  No Default .




Neither
      the
      Borrower nor any Principal Subsidiary is in default in any respect under any
      contract, lease, loan agreement, indenture, mortgage, security agreement or
      other agreement or obligation to which it is a party or by which any of its
      properties is bound which default would have or would be reasonably likely
      to
      have a Material Adverse Effect.  No Default or Event of Default
      presently exists and is continuing.


6.9  Indebtedness .




As
      of December 31,
      2004, the Borrower and its Subsidiaries have no Indebtedness except as disclosed
      in the financial statements referenced in Section 5.1(d) and to the extent
      required to be disclosed by GAAP.


6.10 
      Litigation .




Except
      as disclosed
      to the Lenders in writing prior to the Closing Date, there are no actions,
      suits
      or legal, equitable, arbitration or administrative proceedings, pending or,
      to
      the knowledge of the Borrower, overtly threatened against the Borrower which
      has
      had or would be reasonably likely to have a Material Adverse
      Effect.




37


6.11  Taxes .




The
      Borrower and
      each of its Principal Subsidiaries has filed, or caused to be filed, all
      material tax returns (federal, state, local and foreign) required to be filed
      and paid all amounts of taxes shown thereon to be due (including interest and
      penalties) and has paid all other taxes, fees, assessments and other
      governmental charges (including mortgage recording taxes, documentary stamp
      taxes and intangibles taxes) owing by it, except for such taxes which are not
      yet delinquent or that are being contested in good faith and by proper
      proceedings, and against which adequate reserves are being maintained in
      accordance with GAAP.  As of the date of this Agreement, the Borrower
      is not aware of any proposed tax assessments against it which have had or would
      be reasonably likely to have a Material Adverse Effect.




6.12  Compliance with Law .




The
      Borrower and
      each of its Principal Subsidiaries is in compliance with all laws, rules,
      regulations, orders and decrees applicable to it or to its properties, the
      failure to comply with which has had or would be reasonably likely to have
      a
      Material Adverse Effect.




6.13  ERISA.




Except
      as would not
      result or be reasonably likely to result in a Material Adverse
      Effect:




(a)  During
      the
      five-year period prior to the date on which this representation is made or
      deemed made: (i) no Termination Event has occurred, and, to the best knowledge
      of the Borrower, no event or condition has occurred or exists as a result of
      which any Termination Event would be reasonably likely to occur, with respect
      to
      any Plan; (ii) no "accumulated funding deficiency," as such term is defined
      in
      Section 302 of ERISA and Section 412 of the Code, whether or not waived, has
      occurred with respect to any Plan; (iii) each Plan has been maintained,
      operated, and funded in compliance with its own terms and in material compliance
      with the provisions of ERISA, the Code, and any other applicable federal or
      state laws; and (iv) no Lien in favor or the PBGC or a Plan has arisen or is
      reasonably likely to arise on account of any Plan.




(b)  No
      liability has
      been or is reasonably expected by the Borrower to be incurred under Sections
      4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the
      Borrower or any of its Subsidiaries.




(c)  Except
      as disclosed
      in the Borrower's financial statements in accordance with FASB 87, the
      accumulated benefit obligation under each Single Employer Plan (determined
      utilizing the actuarial assumptions used for purposes of FASB 87), did not,
      as
      of the last annual valuation
      date
      prior to the date on which this representation is made or deemed made, exceed
      the current value of the assets of such Plan allocable to such
      obligation.




(d)  Neither
      the
      Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of
      the
      Borrower, is reasonably likely to incur, any withdrawal liability under ERISA
      to
      any Multiemployer Plan or Multiple Employer Plan.  Neither the
      Borrower nor any ERISA Affiliate has received any notification that any
      Multiemployer Plan is in reorganization (within




38




the
      meaning of
      Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of
      ERISA), or has been terminated (within the meaning of Title IV of ERISA), and
      no
      Multiemployer Plan is, to the best knowledge of the Borrower, reasonably likely
      to be in reorganization, insolvent, or terminated.




(e)  No
      prohibited
      transaction (within the meaning of Section 406 of ERISA or Section 4975 of
      the
      Code) or breach of fiduciary responsibility has occurred with respect to a
      Plan
      which has subjected or would be reasonably likely to subject the Borrower or
      any
      ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1)
      of
      ERISA or Section 4975 of the Code, or under any agreement or other instrument
      pursuant to which the Borrower or any ERISA Affiliate has agreed or is required
      to indemnify any person against any such liability.




(f)  The
      present value
      (determined using actuarial and other assumptions which are reasonable with
      respect to the benefits provided and the employees participating) of the
      liability of the Borrower and each ERISA Affiliate for post-retirement welfare
      benefits to be provided to their current and former employees under Plans which
      are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all
      assets under all such Plans allocable to such benefits, are reflected on the
      financial statements referenced in Section 7.1 in accordance with FASB
      106.




(g)  Each
      Plan which is
      a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609
      of ERISA and Section 4980B of the Code apply has been administered in compliance
      in all material respects with such sections.




6.14  Use of Proceeds; Margin Stock .




The
      proceeds of the
      Loans hereunder will be used solely for the purposes specified in Section
      7.9.  None of such proceeds will be used (a) in violation of
      Regulation U or Regulation X (i) for the purpose of purchasing or carrying
      any
      "margin stock" as defined in Regulation U or Regulation X or (ii) for the
      purpose of reducing or retiring any Indebtedness which was originally incurred
      to purchase or carry "margin stock" or (b) for the acquisition of another Person
      unless the board of directors (or other comparable governing body) or
      stockholders, as appropriate, of such Person has approved such
      acquisition.




6.15  Government Regulation .




The
      Borrower is not
      required to register as a "holding company" within the meaning of the Public
      Utility Holding Company Act of 1935, as amended.  The Borrower is not
      an "investment company" registered or required to be registered under the
      Investment Company Act of 1940, as amended, or controlled by such a
      company.


6.16 
      Disclosure .




Neither
      this Credit
      Agreement nor any financial statements delivered to the Lenders nor any other
      document, certificate or statement furnished to the Lenders by or on behalf
      of
      the Borrower in connection with the transactions contemplated hereby contains
      any untrue statement of a material fact or omits to state a material fact
      necessary in order to make the statements contained therein or herein, taken
      as
      a whole, not misleading on the date when made.




39




Section
      7.  AFFIRMATIVE
      COVENANTS




The
      Borrower hereby
      covenants and agrees that so long as this Credit Agreement is in effect and
      until all Borrower Obligations have been paid in full and the Revolving Loan
      Commitments hereunder shall have terminated:




7.1  Information Covenants .




The
      Borrower will
      furnish, or cause to be furnished, to the Agent:




(a)  Annual
      Financial
      Statements.  As soon as available, and in any event within 120
      days after the close of each fiscal year of the Borrower, a consolidated balance
      sheet and income statement of the Borrower and its Subsidiaries, as of the
      end
      of such fiscal year, together with a common stock equity statement which
      includes retained earnings and a consolidated statement of cash flows for such
      fiscal year, setting forth in comparative form figures for the preceding fiscal
      year, all such financial information described above to be in reasonable form
      and detail and audited by independent certified public accountants of recognized
      national standing reasonably acceptable to the Agent and whose opinion shall
      be
      to the effect that such financial statements have been prepared in accordance
      with GAAP (except for changes with which such accountants concur) and shall
      not
      be limited as to the scope of the audit or qualified in any
      respect.  The Lenders agree that delivery of the Borrower's Form 10-K
      will meet the financial information requirements of this Section
      7.1(a).




(b)  Quarterly
      Financial
      Statements.  As soon as available, and in any event within 60
      days after the close of each fiscal quarter of the Borrower (other than the
      fourth fiscal quarter) a consolidated balance sheet and income statement of
      the
      Borrower and its Subsidiaries, as of the end of such fiscal quarter, together
      with a related consolidated statement of cash flows for such fiscal quarter
      in
      each case setting forth in comparative form figures for the corresponding period
      of the preceding fiscal year, all such financial information described above
      to
      be in reasonable form and detail and reasonably acceptable to the Agent, and
      accompanied by the review letter required to be filed with the Borrower's
      quarterly reports on Form 10-Q pursuant to Section 10-01(d) of Regulation S-X,
      if any,and a
      certificate of the chief financial officer, treasurer, secretary or assistant
      treasurer of the Borrower to the effect that such quarterly financial statements
      fairly present in all material respects the financial condition of the Borrower
      and its Subsidiaries and have been prepared in accordance with GAAP, subject
      to
      changes resulting from audit and normal year-end audit adjustments and the
      absence of footnotes.  The Lenders agree that the delivery of the
      Borrower's Form 10-Q will meet the financial information requirements of this
      Section 7.1(b).


(c)  Officer's
      Certificate.  At the time of delivery of the financial
      statements provided for in Sections 7.1(a) and 7.1(b) above, a certificate
      of
      the chief financial officer, treasurer, secretary or assistant treasurer of
      the
      Borrower, substantially in the form of Exhibit 7.1(c), (i)
      demonstrating compliance with the financial covenant contained in Section 7.2
      by
      calculation thereof as of the end of each such fiscal period, (ii) stating
      that
      no Default or Event of Default exists, or if any Default or Event of Default
      does exist, specifying the nature and extent thereof and what action the
      Borrower proposes to take with respect thereto and (iii) confirming the then
      existing Credit ratings of the Borrower.




40


(d)  Notices.  Upon
      the Borrower obtaining knowledge thereof, the Borrower will give written notice
      to the Agent immediately of (i) the occurrence of an event or condition
      consisting of a Default or Event of Default, specifying the nature and existence
      thereof and what action the Borrower proposes to take with respect thereto,
      and
      (ii) the occurrence of any of the following with respect to the Borrower or
      any
      of its Principal Subsidiaries:  (A) the pendency or commencement of
      any litigation, arbitral or governmental proceeding against the Borrower or
      any
      of its Principal Subsidiaries, the claim of which is in excess of $35,000,000
      or
      which, if adversely determined, would have or be reasonably likely to have
      a
      Material Adverse Effect or (B) the institution of any proceedings against the
      Borrower or any of its Principal Subsidiaries with respect to, or the receipt
      of
      notice by such Person of potential liability or responsibility for violation,
      or
      alleged violation of any federal, state or local law, rule or regulation, the
      violation of which would be reasonably likely have a Material Adverse
      Effect.




(e)  ERISA.  Upon
      the Borrower, its Subsidiaries or any ERISA Affiliate obtaining knowledge
      thereof, the Borrower will give written notice to the Agent and each of the
      Lenders promptly (and in any event within five Business Days) of: (i) any event
      or condition, including, but not limited to, any Reportable Event, that
      constitutes, or would be reasonably likely to lead to, a Termination Event
      that
      would be reasonably likely to have a Material Adverse Effect; (ii) with respect
      to any Multiemployer Plan, the receipt of notice as prescribed in ERISA or
      otherwise of any material withdrawal liability assessed against the Borrower,
      its Subsidiaries or any of their ERISA Affiliates, or of a determination that
      any Multiemployer Plan is in reorganization or insolvent (both within the
      meaning of Title IV of ERISA) that would be reasonably likely to lead to a
      withdrawal liability that would be reasonably likely to have a Material Adverse
      Effect; (iii) the failure to make full payment on or before the due date
      (including extensions) thereof of all amounts which the Borrower or any of
      its
      Subsidiaries or ERISA Affiliates is required to contribute to each Plan pursuant
      to its terms to meet the minimum funding standard set forth in ERISA and the
      Code with respect thereto if such failure would be reasonably likely to have
      a
      Material Adverse Effect; or (iv) any change in the funding status of any Plan
      that would be reasonably likely to have a Material Adverse Effect; together,
      with a description of any such event or condition or a copy of any such notice
      and a statement by an officer of the Borrower briefly setting forth the details
      regarding such event, condition, or notice, and the action, if any, which has
      been or is being taken or is proposed to be taken by the Borrower with respect
      thereto.  Promptly upon request, the Borrower shall furnish the Agent
      and each of the Lenders with such additional information concerning any Plan
      as
      may be reasonably requested, including, but not limited to, copies of each
      annual report/return (Form 5500 series), as well as all schedules and
      attachments thereto required to be filed with the Department of Labor and/or
      the
      Internal Revenue Service pursuant to ERISA and the Code, respectively, for
      each
      "plan-year" (within the meaning of Section 3(39) of ERISA).


(f)  Other
      Information.  With reasonable promptness upon any such request,
      such other information regarding the business, properties or financial condition
      of the Borrower or any of its Subsidiaries as the Agent or the Required Lenders
      may reasonably request.




Financial
      reports
      required to be delivered pursuant to clauses (a) and (b) above shall be deemed
      to have been delivered on the date on which such report is posted on the SEC's
      website at www.sec.gov, and such posting shall be deemed to satisfy the
      financial reporting requirements of clauses (a) and (b) above, provided that,
      in
      each instance the Company shall




41


provide
      all other
      reports and certificates required to be delivered under this Section 7.1 in
      the
      manner set forth in Section 11.1.




7.2  Financial Covenant .




The
      Borrower will
      maintain a Leverage Ratio as of the last day of each of its fiscal quarters
      of
      not greater than .65 to 1.00.




7.3  Preservation of Existence and Franchises .




Except
      as expressly
      permitted by Section 8.2 or Section 8.3 below, the Borrower will, and will
      cause
      each of its Principal Subsidiaries to, do all things necessary to preserve
      and
      keep in full force and effect its existence, and material rights, franchises
      and
      authority.




7.4  Books and Records .




Subject
      to Section
      1.3, the Borrower will, and will cause its Principal Subsidiaries to, keep
      complete and accurate books and records of its transactions in accordance with
      good accounting practices on the basis of GAAP (including the establishment
      and
      maintenance of appropriate reserves).




7.5  Compliance with Law .




The
      Borrower will,
      and will cause each of its Principal Subsidiaries to, comply with all laws,
      rules, regulations and orders, and all applicable restrictions imposed by all
      Governmental Authorities, applicable to it and its property, if the failure
      to
      comply would have or be reasonably likely to have a Material Adverse
      Effect.




7.6  Payment of Taxes and Other Indebtedness .




The
      Borrower will,
      and will cause each of its Principal Subsidiaries to, pay, settle or discharge
      (a) all material taxes, assessments and governmental charges or levies imposed
      upon it, or upon its income or profits, or upon any of its properties, before
      they shall become delinquent and (b) all lawful claims (including claims for
      labor, materials and supplies) which, if unpaid, might give rise to a Lien
      which
      is not permitted by Section 8.6 upon any of its properties; provided, however,
      that neither
      the Borrower nor any Principal Subsidiary shall be required to pay any such
      tax,
      assessment, charge, levy, claim or Indebtedness which is being contested in
      good
      faith by appropriate proceedings and as to which adequate reserves therefor
      have
      been established in accordance with GAAP, unless the failure to make any such
      payment (i) would give
      rise to an
      immediate right to foreclose or collect on a Lien securing such amounts or
      (ii)
      would have or reasonably be likely to have a Material Adverse
      Effect.




7.7  Insurance .




The
      Borrower will,
      and will cause each of its Principal Subsidiaries to, at all times maintain
      in
      full force and effect insurance (including worker’s compensation insurance,
      liability insurance, casualty insurance and business interruption insurance)
      in
      such amounts, covering such risks and liabilities and with such deductibles
      or
      self-insurance retentions as are in




42


accordance
      with
      normal industry practice; provided, however,
      that the
      Borrower and its Principal Subsidiaries may self-insure to the same extent
      as
      other companies engaged in similar businesses and to the extent consistent
      with
      prudent business practice.




7.8  Use of Proceeds .




The
      proceeds of the
      Loans may be used solely (a) to repay on the Closing Date the entire amount
      of
      all loans and other obligations outstanding under the 2004 Credit Agreement,
      (b)
      to provide working capital and (c) for other general corporate purposes; provided that
      proceeds of the Loans may not be used to acquire another Person unless the
      board
      of directors (or other comparable body) or shareholders, as appropriate, of
      such
      Person has approved such acquisition.




7.9  Audits/Inspections .




Upon
      reasonable
      notice and during normal business hours, the Borrower will, and will cause
      each
      of its Principal Subsidiaries to, permit representatives appointed by the Agent,
      including, without limitation, independent accountants, agents, attorneys,
      and
      appraisers to visit and inspect the Borrower's and its Principal Subsidiaries'
      property, including its books and records, its accounts receivable and
      inventory, the Borrower's and its Principal Subsidiaries' facilities and their
      other business assets, and to make photocopies or photographs thereof and to
      write down and record any information such representative obtains and shall
      permit the Agent or its representatives to investigate and verify the accuracy
      of information provided to the Lenders and to discuss all such matters with
      the
      officers, employees and representatives of the Borrower and its Principal
      Subsidiaries.  All information so obtained shall be subject to the
      provisions of Section 11.11 below.




7.10  Restrictive Agreements .




The
      Borrower will
      not, and will not permit any Principal Subsidiary to, enter into any agreement
      that restricts the ability of any Principal Subsidiary to pay dividends or
      other
      distributions with respect to any shares of its capital stock; provided that
      it
      is understood and agreed that (a) the foregoing covenant does not prohibit
      the
      Borrower or a Principal Subsidiary from entering into agreements that contain
      financial covenants which require the maintenance of a minimum net worth or
      compliance with financial ratios without explicitly addressing the ability
      to
      pay dividends or make other distributions with respect to shares of its capital
      stock and (b) the foregoing covenant does not apply to limitations or
      restrictions imposed by law or in regulatory proceedings.


Section
      8.NEGATIVE
      COVENANTS




The
      Borrower hereby
      covenants and agrees that so long as this Credit Agreement is in effect and
      until all Borrower Obligations have been paid in full and the Revolving Loan
      Commitments shall have terminated:




43




8.1  Nature of Business .




The
      Borrower will
      not, and will not permit any of its Principal Subsidiaries to, alter in any
      material respect the character of the business of the Borrower and its Principal
      Subsidiaries, taken as a whole, from that conducted as of the Closing Date;
      provided that
      the foregoing shall not prevent the disposition of assets, business or
      operations permitted by Section 8.3 below so long as the Borrower shall have
      complied with all other terms and conditions of this Agreement.




8.2  Consolidation and Merger .




The
      Borrower will
      not, and will not permit any of its Principal Subsidiaries to, enter into any
      transaction of merger or consolidation or liquidate, wind up or dissolve itself
      (or suffer any liquidation or dissolution); provided that, a
      Person may be merged or consolidated with or into the Borrower or a wholly-owned
      Subsidiary of the Borrower, so long as (a) if the Borrower is involved in the
      transaction, the Borrower shall be the continuing or surviving corporation,
      (b)
      if a Principal Subsidiary is involved, such Principal Subsidiary or a wholly
      owned Subsidiary of the Borrower shall be the continuing or surviving entity;
      provided that the foregoing shall not prohibit mergers, consolidations or
      liquidations of a Principal Subsidiary into the Borrower, and (c) immediately
      before and after such merger or consolidation there does not exist a Default
      or
      an Event of Default.




8.3  Sale or Lease of Assets .




Other
      than (a)
      sales of inventory or other assets acquired for resale in the ordinary course
      of
      business, (b) sales of accounts owed by customers for energy provided or to
      be
      provided outside the normal franchise service area of the Borrower, (c) sales,
      transfers or other dispositions of assets between or among the Borrower, WPS
      Resources Corporation and the wholly owned Subsidiaries of WPS Resources
      Corporation, (d) sales, transfers or other dispositions of obsolete or worn-out
      tools, equipment or other property no longer used or useful in business and
      sales of intellectual property determined to be uneconomical, negligible or
      obsolete, (e) sales, transfers or other dispositions of the assets listed on
      Schedule 8.3, (f) non-exclusive licenses of intellectual property, and (g)
      sales, transfers or other dispositions of assets the proceeds of which are
      invested in other energy related assets, within any twelve month period, the
      Borrower will not, and will not permit its Subsidiaries to, convey, sell, lease,
      transfer or otherwise dispose of assets, business or operations with a book
      value (net of assumed liabilities associated with the assets that are the
      subject of such transaction) in excess of twenty-five percent (25%) of Total
      Assets, as calculated as of the end of the most recent fiscal
      quarter.


8.4 
      Arm's-Length Transactions .




The
      Borrower will
      not, and will not permit any of its Principal Subsidiaries to, enter into any
      transaction or series of transactions, whether or not in the ordinary course
      of
      business, with any Affiliate other than on terms and conditions substantially
      as
      favorable to the Borrower or the Principal Subsidiary as would be obtainable
      in
      a comparable arm’s-length transaction with a Person other than an Affiliate,
      other than (a) transactions between or among the Borrower and its wholly owned
      Subsidiaries, (b) customary fees to non-officer directors of




44


the
      Borrower and
      its Subsidiaries and (c) employment and severance arrangements with officers
      and
      employees of the Borrower in the ordinary course of business.




8.5  Fiscal Year .




The
      Borrower will
      not, and will not permit any of its Principal Subsidiaries to, change its fiscal
      year (a) without prior written notification to the Lenders and (b) if such
      change would materially affect the Lenders' ability to read and interpret the
      financial statements delivered pursuant to Section 7.1 or calculate the
      financial covenant in Section 7.2.




8.6  Liens .




The
      Borrower will
      not, and will not permit any of its Principal Subsidiaries to, contract, create,
      incur, assume or permit to exist any Lien with respect to any of its property
      or
      assets of any kind (whether real or personal, tangible or intangible), whether
      now owned or hereafter acquired, except for (a) Liens securing Borrower
      Obligations, (b) the Lien of First Mortgage Indentures or any Liens
      attaching to the property to which the Lien of the First Mortgage Indentures
      attach; provided that such Liens do not secure Funded Debt (other than Funded
      Debt secured by the First Mortgage Indentures), (c) Liens for taxes not yet
      due or Liens for taxes being contested in good faith by appropriate proceedings
      for which adequate reserves determined in accordance with GAAP have been
      established (and as to which the property subject to any such Lien is not yet
      subject to foreclosure, sale or loss on account thereof), (d) Liens in
      respect of property imposed by law arising in the ordinary course of business
      such as materialmen's, mechanics', warehousemen's, carrier's, landlords' and
      other nonconsensual statutory Liens which are not yet due and payable, which
      have been in existence less than 90 days or which are being contested in good
      faith by appropriate proceedings and for which adequate reserves determined
      in
      accordance with GAAP have been established (and as to which the property subject
      to any such Lien is not yet subject to foreclosure, sale or loss on account
      thereof), (e) pledges or deposits made in the ordinary course of business
      to secure payment of worker's compensation insurance, unemployment insurance,
      pensions or social security programs, (f) Liens arising from good faith
      deposits in connection with or to secure performance of tenders, bids, leases,
      government contracts, performance and return-of-money bonds and other similar
      obligations incurred in the ordinary course of business (other than obligations
      in respect of the payment of borrowed money), (g) Liens arising from good
      faith deposits in connection with or to secure performance of statutory
      obligations and surety and appeal bonds, (h) easements, rights-of-way (and
      liens on easements or rights-of-way or the underlying real estate), restrictions
      (included zoning restrictions), minor defects or irregularities in title and
      other similar charges or encumbrances not, in any material respect, impairing
      the use of the encumbered property for its intended purposes, (i) judgment
      Liens that would not constitute an Event
      of Default,
      (j) Liens arising by virtue of any statutory or common law provision
      relating to banker's liens, rights of setoff or similar rights as to deposit
      accounts or other funds maintained with a creditor depository institution,
      (k) any Lien created or arising over any property which is acquired,
      constructed or created by the Borrower or any Principal Subsidiary, but only
      if
      (i) such Lien secures only principal amounts (not exceeding the cost of such
      acquisition, construction or creation) raised for the purposes of such
      acquisition, construction or creation together with any costs, expenses,
      interest and fees incurred in relation thereto or a guarantee given in respect
      thereof, (ii) such Lien is created or arises on or before 180 days after the
      completion of such




45


acquisition,
      construction or creation and (iii) such Lien is confined solely to the property
      so acquired, constructed or created and any improvements thereto and proceeds
      and products thereof, (l) any Lien on any property or assets acquired from
      a Person which is merged with or into the Borrower or any Principal Subsidiary
      in accordance with Section 8.2, and is not created in anticipation of any such
      transaction, (m) any Lien on any property or assets existing at the time of
      acquisition of such property or assets by the Borrower or any Principal
      Subsidiary and which is not created in anticipation of such acquisition, (n)
      Liens existing on the Closing Date and described on Schedule 8.6 attached
      hereto, (o) pledges or deposits made in the ordinary course of business to
      secure obligations of the Borrower or any Principal Subsidiary under interest
      rate protection agreements, foreign currency exchange agreements, Permitted
      Energy Transactions or other interest or exchange rate hedging arrangements,
      (p)
      Liens on cash, cash collateral, cash deposits or deposit accounts furnished
      to
      or for the benefit of Midwest Independent Transmission System Operator, Inc.
      ("MISO") or other transmission providers or energy market administrators to
      secure the payment and performance of obligations (i) in connection with the
      purchase of electric transmission service from MISO or such other transmission
      providers or (ii) related to energy, capacity or ancillary service transactions
      entered into through markets administered by MISO or such other transmission
      providers or energy market administrators, (q) Liens, if any, arising in
      connection with the securitization of environmental retrofit receivables, (r)
      any extension, renewal or replacement (or successive extensions, renewals or
      replacements), as a whole or in part, of any Liens referred to in the foregoing
      clauses (a) through (q), for amounts not exceeding the maximum principal amount
      of the Indebtedness secured by the Lien so extended, renewed or replaced; provided that such
      extension, renewal or replacement Lien is limited to all or a part of the same
      property or assets that were covered by the Lien extended, renewed or replaced
      (plus improvements on such property or assets), and (s) any other Lien or Liens
      which in the aggregate secure Indebtedness or other obligations at any one
      time
      not in excess of an amount equal to 5% of Total Assets.




Section
      9.  EVENTS OF
      DEFAULT




9.1  Events of Default .




An
      Event of Default
      shall exist upon the occurrence of any of the following specified events (each
      an "Event of
      Default"):




(a)  Payment.  The
      Borrower shall:  (i) default in the payment when due of any principal
      of any of the Loans or Letter of Credit Obligations; or (ii) default, and such
      default shall continue for three or more Business Days, in the payment when
      due
      of any interest on the Loans or Letter of Credit Obligations or of any fees
      or
      other amounts owing hereunder, under any of the other Credit Documents or in
      connection herewith.


(b)  Representations.  Any
      representation, warranty or statement made or deemed to be made by the Borrower
      (or any of its officers or agents) herein, in any of the other Credit Documents,
      or in any statement or certificate delivered or required to be delivered
      pursuant hereto or thereto shall prove untrue in any material respect on the
      date as of which it was deemed to have been made.




46


(c)  Covenants.  The
      Borrower shall:




(i)  default
      in the due
      performance or observance of any term, covenant or agreement contained in
      Sections 7.1(a), 7.1(b), 7.1(c), 7.1(d), 7.2, 7.3, 7.9, 8.2, 8.3 or 8.6;
      or




(ii)  default
      in the due
      performance or observance by it of any term, covenant or agreement (other than
      those referred to in subsections (a), (b) or (c)(i) of this Section 9.1)
      contained in this Credit Agreement or any other Credit Document and such default
      shall continue unremedied for a period of at least 30 days after the earlier
      of
      the Borrower becoming aware of such default or notice thereof given by the
      Agent.




(d)  Credit
      Documents.  Any Credit Document shall fail to be in full force
      and effect or the Borrower shall so assert or any Credit Document shall fail
      to
      give the Agent and/or the Lenders the rights, powers and privileges purported
      to
      be created thereby.




(e)  Bankruptcy,
      etc.  The occurrence of any of the following with respect to
      the Borrower or any of its Principal Subsidiaries:  (i) a court or
      governmental agency having jurisdiction in the premises shall enter a decree
      or
      order for relief in respect of the Borrower or any of its Principal Subsidiaries
      in an involuntary case under any applicable bankruptcy, insolvency or other
      similar law now or hereafter in effect, or appoint a receiver, liquidator,
      assignee, custodian, trustee, sequestrator or similar official of the Borrower
      or any of its Principal Subsidiaries or for any substantial part of its property
      or ordering the winding up or liquidation of its affairs; or (ii) an involuntary
      case under any applicable bankruptcy, insolvency or other similar law now or
      hereafter in effect is commenced against the Borrower or any of its Principal
      Subsidiaries and such petition remains unstayed and in effect for a period
      of 60
      consecutive days; or (iii) the Borrower or any of its Principal Subsidiaries
      shall commence a voluntary case under any applicable bankruptcy, insolvency
      or
      other similar law now or hereafter in effect, or consent to the entry of an
      order for relief in an involuntary case under any such law, or consent to the
      appointment or taking possession by a receiver, liquidator, assignee, custodian,
      trustee, sequestrator or similar official of such Person or any substantial
      part
      of its property or make any general assignment for the benefit of creditors;
      or
      (iv) the Borrower or any of its Principal Subsidiaries shall admit in writing
      its inability to pay its debts generally as they become due or any action shall
      be taken by such Person in furtherance of any of the aforesaid
      purposes.




(f)  Defaults
      Under Other
      Agreements.  With respect to any Indebtedness in excess of
      $35,000,000 (other than Indebtedness outstanding under this Credit Agreement)
      of
      the Borrower or any of its Principal Subsidiaries (i) the Borrower or any
      of its Principal Subsidiaries shall (A) default in any payment (beyond the
      applicable grace period with respect thereto, if any) with
      respect to any
      such Indebtedness, or (B) default (after giving effect to any applicable
      grace period) in the observance or performance relating to such Indebtedness
      or
      contained in any instrument or agreement evidencing, securing or relating
      thereto, or any other event or condition shall occur or condition exist other
      than non-material defaults under any First Mortgage Indenture, the effect of
      which default or other event or condition is to cause, or permit, the holder
      of
      the holders of such Indebtedness (or trustee or agent on behalf of such holders)
      to cause




47


(determined
      without
      regard to whether any notice or lapse of time is required) any such Indebtedness
      to become due prior to its stated maturity; or (ii) any such Indebtedness shall
      be declared due and payable, or required to be prepaid other than by a regularly
      scheduled required prepayment prior to the stated maturity thereof; or (iii)
      any
      such Indebtedness shall mature and remain unpaid.  The foregoing cross
      default provision shall not apply to Indebtedness to the extent recourse to
      the
      Borrower is limited to specific assets in a project financing; i.e., defaults
      under agreements governing non-recourse project financing indebtedness are
      excluded.




(g)  Judgments.  One
      or more judgments, orders, or decrees shall be entered against the Borrower
      or
      any of its Principal Subsidiaries involving a liability of $35,000,000 or more,
      in the aggregate (to the extent not paid or covered by insurance provided by
      a
      carrier who has been notified of, and has not disputed the claim made for
      payment of, the amount of such judgment or order), and such judgments, orders
      or
      decrees shall continue unsatisfied, undischarged and unstayed for a period
      ending on the first to occur of (i) the last day on which such judgment, order
      or decree becomes final and unappealable and, where applicable, with the status
      of a judicial lien or (ii) 60 days; provided that if
      such
      judgment, order or decree provides for periodic payments over time then the
      Borrower shall have a grace period of 30 days with respect to each such periodic
      payment.




(h)  ERISA.  The
      occurrence of any of the following events or conditions if any of the same
      would
      be reasonably likely to have a Material Adverse Effect:  (A) any
      "accumulated funding deficiency," as such term is defined in Section 302 of
      ERISA and Section 412 of the Code, whether or not waived, shall exist with
      respect to any Plan, or any lien shall arise on the assets of the Borrower,
      any
      of its Subsidiaries or any ERISA Affiliate in favor of the PBGC or a Plan;
      (B) a
      Termination Event shall occur with respect to a Single Employer Plan, which
      is,
      in the reasonable opinion of the Agent, likely to result in the termination
      of
      such Plan for purposes of Title IV of ERISA; (C) a Termination Event shall
      occur
      with respect to a Multiemployer Plan or Multiple Employer Plan, which is, in
      the
      reasonable opinion of the Agent, likely to result in (i) the termination of
      such
      Plan for purposes of Title IV of ERISA, or (ii) the Borrower, any of its
      Subsidiaries or any ERISA Affiliate incurring liability in connection with
      a
      withdrawal from, reorganization of (within the meaning of Section 4241 of
      ERISA), or insolvency (within the meaning of Section 4245 of ERISA) of such
      Plan; or (D) any prohibited transaction (within the meaning of Section 406
      of
      ERISA or Section 4975 of the Code) or breach of fiduciary responsibility shall
      occur which would be reasonably likely to subject the Borrower, any of
      Subsidiaries or any ERISA Affiliate to liability under Sections 406, 409,
      502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement
      or other instrument pursuant to which the Borrower, any of Subsidiaries or
      any
      ERISA Affiliate has agreed or is required to indemnify any person against any
      such liability.




(i)  Change
      of
      Control.  The occurrence of any Change of
      Control.


9.2 
      Acceleration; Remedies .




Upon
      the occurrence
      and during the continuance of an Event of Default, the Agent may, and shall,
      upon the request and direction of the Required Lenders, by written notice to
      the
      Borrower take any of the following actions without prejudice to the rights
      of
      the Agent or




48


any
      Lender to
      enforce its claims against the Borrower, except as otherwise specifically
      provided for herein:




(i)  Termination
      of Revolving
      Loan Commitments.  Declare the Revolving Loan Commitments
      terminated whereupon the Revolving Loan Commitments shall be immediately
      terminated.




(ii)  Acceleration
      of Borrower
      Obligations.  Declare the unpaid amount of all Borrower
      Obligations to be due whereupon the same shall be immediately due and payable
      without presentment, demand, protest or other notice of any kind, all of which
      are hereby waived by the Borrower.




(iii)  Cash
      Collateral.  Direct the Borrower to pay (and the Borrower
      agrees that upon receipt of such notice, or upon the occurrence of an Event
      of
      Default under Section 9.1(e), it will immediately pay) to the Agent additional
      cash, to be held, without interest, by the Agent, for the benefit of the
      Lenders, in a cash collateral account as additional security for the Letter
      of
      Credit Obligations in respect of subsequent drawings under all then outstanding
      Letters of Credit in an amount equal to the maximum aggregate amount which
      may
      be drawn under all Letters of Credits then outstanding.




(iv)  Enforcement
      of
      Rights.  Enforce any and all rights and interests created and
      existing under the Credit Documents, including, without limitation, all rights
      of set-off.




Notwithstanding
      the
      foregoing, if an Event of Default specified in Section 9.1(e) shall occur,
      then
      the Revolving Loan Commitments shall automatically terminate and all Borrower
      Obligations, all accrued interest in respect thereof, all accrued and unpaid
      fees and other indebtedness or obligations owing to the Lenders and the Agent
      hereunder shall immediately become due and payable without the giving of any
      notice or other action by the Agent or the Lenders.




Notwithstanding
      the
      fact that enforcement powers reside primarily with the Agent, each Lender has,
      to the extent permitted by law, a separate right of payment and shall be
      considered a separate "creditor" holding a separate "claim" within the meaning
      of Section 101(5) of the Bankruptcy Code or any other insolvency
      statute.




9.3  Allocation of Payments After Event of Default .




Notwithstanding
      any
      other provisions of this Credit Agreement, after the occurrence and during
      the
      continuance of an Event of Default, all amounts collected or received by
      the
      Agent or any Lender on account of amounts outstanding under any of the Credit
      Documents shall be paid over or delivered as follows:




49




FIRST,
      to the
      payment of all reasonable out-of-pocket costs and expenses (including without
      limitation reasonable attorneys' fees) of the Agent or-any of the Lenders in
      connection with enforcing the rights of the Lenders under the Credit Documents,
      pro rata as set forth below;




SECOND,
      to payment
      of any fees owed to the Agent or any Lender, pro rata as set forth
      below;




THIRD,
      to the
      payment of all accrued interest payable to the Lenders hereunder, pro rata
      as
      set forth below;




FOURTH,
      to the
      payment of the outstanding principal amount of the Loans and unreimbursed
      drawings under Letters of Credit, and to the payment or cash collateralization
      of the outstanding Letters of Credit Obligations, pro rata as set forth
      below;




FIFTH,
      to all other
      obligations which shall have become due and payable under the Credit Documents
      and not repaid pursuant to clauses "FIRST" through "FOURTH" above;
      and




SIXTH,
      to the
      payment of the surplus, if any, to whoever may be lawfully entitled to receive
      such surplus.




In
      carrying out the
      foregoing, (a) amounts received shall be applied in the numerical order provided
      until exhausted prior to application to the next succeeding category; (b) each
      of the Lenders shall receive an amount equal to its pro rata share (based on
      the
      proportion that the then outstanding Loans, and Letter of Credit Obligations
      held by such Lender bears to the aggregate then outstanding Loans and Letter
      of
      Credit Obligations), of amounts available to be applied; and (c) to the extent
      that any amounts available for distribution pursuant to clause "FOURTH" above
      are attributable to the issued but undrawn amount of outstanding Letters of
      Credit, such amounts shall be held by the Agent in a cash collateral account
      and
      applied (x) first, to reimburse the Lenders from time to time for any drawings
      under such Letters of Credit and (y) then, following the expiration of all
      Letters of Credit, to all other obligations of the types described in clauses
      "FOURTH," and "FIFTH" above in the manner provided in this Section
      9.3.




Section
      10.  AGENCY
      PROVISIONS




10.1  Appointment .




Each
      Lender hereby
      designates and appoints Citibank, N.A. as agent of such Lender to act as
      specified herein and the other Credit Documents, and each such Lender hereby
      authorizes the Agent, as the agent for such Lender, to take such action on
      its
      behalf under the provisions of this Credit Agreement and the other Credit
      Documents and to exercise such powers and perform such duties as are expressly
      delegated by the terms hereof and of the other Credit Documents, together with
      such other powers as are reasonably incidental
      thereto.  Notwithstanding any provision to the contrary elsewhere
      herein and in the other Credit Documents, the Agent shall not have any duties
      or
      responsibilities, except those expressly set forth herein and therein, or any
      fiduciary relationship with any Lender, and no implied covenants,
      functions, responsibilities, duties, obligations or liabilities shall be read
      into this Credit Agreement or any of the other Credit Documents, or shall
      otherwise exist against the Agent.  The provisions of this Section are
      solely for the benefit of the Agent and the Lenders and




50




the
      Borrower shall
      not have any rights as a third party beneficiary of the provisions
      hereof.  In performing its functions and duties under this Credit
      Agreement and the other Credit Documents, the Agent shall act solely as agent
      of
      the Lenders and does not assume and shall not be deemed to have assumed any
      obligation or relationship of agency or trust with or for the
      Borrower.




10.2  Delegation of Duties .




The
      Agent may
      execute any of its duties hereunder or under the other Credit Documents by
      or
      through agents or attorneys-in-fact and shall be entitled to advice of counsel
      concerning all matters pertaining to such duties.  The Agent shall not
      be responsible for the negligence or misconduct of any agents or
      attorneys-in-fact selected by it with reasonable care.




10.3  Exculpatory Provisions .




Neither
      the Agent
      nor any of its officers, directors, employees, agents, attorneys-in-fact or
      affiliates shall be liable for any action lawfully taken or omitted to be taken
      by it or such Person under or in connection herewith or in connection with
      any
      of the other Credit Documents (except for its or such Person's own gross
      negligence or willful misconduct), or responsible in any manner to any of the
      Lenders for any recitals, statements, representations or warranties made by
      the
      Borrower contained herein or in any of the other Credit Documents or in any
      certificate, report, statement or other document referred to or provided for
      in,
      or received by the Agent under or in connection herewith or in connection with
      the other Credit Documents, or enforceability or sufficiency therefor of any
      of
      the other Credit Documents, or for any failure of the Borrower to perform its
      obligations hereunder or thereunder.  The Agent shall not be
      responsible to any Lender for the effectiveness, genuineness, validity,
      enforceability, collectibility or sufficiency of this Credit Agreement, or
      any
      of the other Credit Documents or for any representations, warranties, recitals
      or statements made herein or therein or made by the Borrower 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 Agent to the Lenders or by or on behalf of the Borrower
      to the 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 or to inspect the properties, books or records of the
      Borrower.  The Agent is not a trustee for the Lenders and owes no
      fiduciary duty to the Lenders.




10.4  Reliance on Communications .




The
      Agent shall be
      entitled to rely, and shall be fully protected in relying, upon any note,
      writing, resolution, notice, consent, certificate, affidavit, letter, cablegram,
      telegram, telecopy, telex or teletype message, statement, order or other
      document or conversation 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 upon
      advice and statements of legal counsel (including, without limitation,
      counsel
      to the Borrower, independent accountants and other experts selected by the
      Agent
      with reasonable care).  The Agent may deem and treat the Lenders as
      the owner of its interests hereunder for all purposes unless a written notice
      of
      assignment, negotiation or transfer thereof shall have been filed with the
      Agent
      in accordance with Section 11.3(b).  The Agent shall




51


be
      fully justified
      in failing or refusing to take any action under this Credit Agreement or under
      any of the other Credit Documents unless it shall first receive such advice
      or
      concurrence of the Required Lenders 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 Agent shall in all cases be fully protected in
      acting, or in refraining from acting, hereunder or under any of the other Credit
      Documents in accordance with a request of the Required Lenders (or to the extent
      specifically provided in Section 11.6, all the Lenders) and such request and
      any
      action taken or failure to act pursuant thereto shall be binding upon all the
      Lenders (including their successors and assigns).




10.5  Notice of Default .




The
      Agent shall not
      be deemed to have knowledge or notice of the occurrence of any Default or Event
      of Default hereunder unless the Agent has received notice from a Lender or
      the
      Borrower referring to the Credit Document, describing such Default or Event
      of
      Default and stating that such notice is a "notice of default."  In the
      event that the Agent receives such a notice, the Agent shall give prompt notice
      thereof to the Lenders.  The Agent shall take such action with respect
      to such Default or Event of Default as shall be reasonably directed by the
      Required Lenders.




10.6  Non-Reliance on Agent and Other Lenders .




Each
      Lender
      expressly acknowledges that neither the Agent nor any of its officers,
      directors, employees, agents, attorneys-in-fact or affiliates has made any
      representations or warranties to it and that no act by the Agent or any
      affiliate thereof hereinafter taken, including any review of the affairs of
      the
      Borrower and its Subsidiaries, shall be deemed to constitute any representation
      or warranty by the Agent to any Lender.  Each Lender represents to the
      Agent that it has, independently and without reliance upon the 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 conditions, prospects and
      creditworthiness of the Borrower or its Subsidiaries and made its own decision
      to make its Extensions of Credit hereunder and enter into this Credit
      Agreement.  Each Lender also represents that it will, independently
      and without reliance upon the 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 Credit Agreement, and to make such investigation as it deems
      necessary to inform itself as to the business, assets, operations, property,
      financial and other conditions, prospects and creditworthiness of the Borrower
      or its Subsidiaries.  Except for notices, reports and other documents
      expressly required to be furnished to the Lenders by the Agent hereunder, the
      Agent shall not have any duty or responsibility to provide any Lender with
      any
      credit or other information concerning the business, operations, assets,
      property, financial or other conditions, prospects or creditworthiness of the
      Borrower or its Subsidiaries which may come into the possession
      of the
      Agent or any of its officers, directors, employees, agents, attorneys-in-fact
      or
      Affiliates.




52




10.7  Indemnification .




Each
      Lender agrees
      to indemnify the Agent in its capacity as such (to the extent not reimbursed
      by
      the Borrower and without limiting the obligation of the Borrower to do so),
      ratably according to its Commitment Percentage, from and against any and all
      liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
      costs, expenses or disbursements of any kind whatsoever which may at any time
      (including without limitation at any time following the payment in full of
      the
      Borrower Obligations) be imposed on, incurred by or asserted against the Agent
      in its capacity as such in any way relating to or arising out of this Credit
      Agreement or the other Credit Documents or any documents contemplated by or
      referred to herein or therein or the transactions contemplated hereby or thereby
      or any action taken or omitted by the Agent under or in connection with any
      of
      the foregoing; provided that no
      Lender shall be liable for the payment of any portion of such liabilities,
      obligations, losses, damages, penalties, actions, judgments, suits, costs,
      expenses or disbursements resulting from the gross negligence or willful
      misconduct of the Agent or from any losses suffered by the Agent solely as
      a
      result of the Borrower's failure to make payments as required pursuant to
      Section 3.4(c).  If any indemnity furnished to the Agent for any
      purpose shall, in the opinion of the Agent, be insufficient or become impaired,
      the Agent may call for additional indemnity and cease, or not commence, to
      do
      the acts indemnified against until such additional indemnity is
      furnished.  The agreements in this Section 10.7 shall survive the
      payment of the Borrower Obligations and all other amounts payable hereunder
      and
      under the other Credit Documents.




10.8  Agent in Its Individual Capacity .




The
      Agent in its
      individual capacity and its Affiliates may make loans to, accept deposits from
      and generally engage in any kind of business with the Borrower and its
      Subsidiaries as though the Agent were not Agent hereunder.  With
      respect to the Loans made and all Borrower Obligations owing to it, the Agent
      in
      its individual capacity shall have the same rights and powers under this Credit
      Agreement as any Lender and may exercise the same as though they were not Agent,
      and the terms "Lender" and "Lenders" shall include the Agent in its individual
      capacity.




10.9  Successor Agent .




The
      Agent may, and
      at the request of the Required Lenders shall, resign as the Agent upon 30 days
      notice to the Lenders.  If the Agent resigns under this Credit
      Agreement, the Required Lenders shall appoint from among the Lenders a successor
      agent for the Lenders which successor agent shall be approved by the
      Borrower.  If no successor agent is appointed prior to the effective
      date of the resignation of the Agent, the Agent may appoint, after consulting
      with the Lenders and the Borrower, a successor agent from among the
      Lenders.  Upon the acceptance of its appointment as successor agent
      hereunder, such successor agent shall succeed to all the rights, powers and
      duties of the retiring Agent and the term "Agent" shall mean such successor
      agent and the retiring Agent's appointment, powers and duties as Agent shall
      be
      terminated.  After any retiring Agent's resignation hereunder as
      Agent, the provisions of this Section 10 and Section
      11.5 shall
      inure to its benefit as to any actions taken or omitted to be taken, by it
      while
      it was the Agent under this Credit Agreement.  If no successor agent
      has accepted appointment as the Agent by the date which is 30 days following
      a
      retiring Agent's notice of resignation, the




53




retiring
      Agent's
      resignation shall nevertheless thereupon become effective and the Lenders shall
      perform all of the duties of the Agent hereunder until such time, if any, as
      the
      Required Lenders appoint a successor agent with the Borrower's approval, as
      provided for above; provided that the Borrower's approval shall not be required
      after and during the continuance of an Event of Default.




Section
      11.  MISCELLANEOUS




11.1  Notices .




(a)           
      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) or
      (iii) the Business Day following the day on which the same has been delivered
      prepaid to a reputable national overnight air courier service, in each case
      to
      the respective parties at the address or telecopy numbers set forth on Schedule 11.1, or at
      such other address as such party may specify by written notice to the other
      parties hereto.




(b)           
      So long as Citibank or any of its Affiliates is the Agent, materials required
      to
      be delivered pursuant to Section 7.1(i) and (ii) shall be delivered to the
      Agent
      in an electronic medium in a format acceptable to the Agent and the Lenders
      by
      e-mail at oploanswebadmin@citigroup.com. The Borrower agrees that the Agent
      may
      make such materials, as well as any other written information, documents,
      instruments and other material relating to the Borrower, any of its Subsidiaries
      or any other materials or matters relating to this Agreement, the Notes or
      any
      of the transactions contemplated hereby (collectively, the "Communications")
      available to the Lenders by posting such notices on Intralinks or a
      substantially similar electronic system (the "Platform").  The
      Borrower acknowledges that (i) the distribution of material through an
      electronic medium is not necessarily secure and that there are confidentiality
      and other risks associated with such distribution, (ii) the Platform is provided
      "as is" and "as available" and (iii) neither the Agent nor any of its Affiliates
      warrants the accuracy, adequacy or completeness of the Communications or the
      Platform and each expressly disclaims liability for errors or omissions in
      the
      Communications or the Platform.  No warranty of any kind, express,
      implied or statutory, including, without limitation, any warranty of
      merchantability, fitness for a particular purpose, non-infringement of third
      party rights or freedom from viruses or other code defects, is made by the
      Agent
      or any of its Affiliates in connection with the Platform.




(c)           
      Each Lender agrees that notice to it (as provided in the next sentence) (a
      "Notice")
      specifying that any Communications have been posted to the Platform shall
      constitute effective delivery of such information, documents or other materials
      to such Lender for purposes of this Agreement; provided that if
      requested by any Lender the Agent shall deliver a copy of the Communications
      to
      such Lender by email or telecopier.  Each Lender agrees (i) to notify
      the Agent in writing of such Lender's e-mail address to which a Notice may
      be
      sent by electronic transmission (including by electronic communication) on
      or
      before the date such Lender becomes
      a party to
      this Agreement (and from time to time thereafter to ensure that the Agent has
      on
      record an effective e-mail address for such Lender) and (ii) that any Notice
      may
      be sent to such e-mail address.




54




11.2  Right of Set-Off .




In
      addition to any
      rights now or hereafter granted under applicable law or otherwise, and not
      by
      way of limitation of any such rights, upon the occurrence and during the
      continuance of an Event of Default and the commencement of remedies described
      in
      Section 9.2, each Lender is authorized at any time and from time to time,
      without presentment, demand, protest or other notice of any kind (all of which
      rights being hereby expressly waived), to set off and to appropriate and apply
      any and all deposits (general or special) and any other indebtedness at any
      time
      held or owing by such Lender (including, without limitation branches, agencies
      or Affiliates of such Lender wherever located) to or for the credit or the
      account of the Borrower against obligations and liabilities of the Borrower
      to
      the Lenders hereunder, under the Notes, the other Credit Documents or otherwise,
      irrespective of whether the Agent or the Lenders shall have made any demand
      hereunder and although such obligations, liabilities or claims, or any of them,
      may be contingent or unmatured.  The Borrower hereby agrees that any
      Person purchasing a participation in the Loans and Revolving Loan Commitments
      hereunder pursuant to Section 11.3(c) may exercise all rights of set-off with
      respect to its participation interest as fully as if such Person were a Lender
      hereunder.




11.3  Benefit of Agreement .




(a)  Generally.  This
      Credit Agreement shall be binding upon and inure to the benefit of and be
      enforceable by the respective successors and assigns of the parties hereto;
      provided the
      Borrower may not assign and transfer any of its interests without the prior
      written consent of the Lenders; and provided, further,
      that the
      rights of each Lender to transfer, assign or grant participations in its rights
      and/or obligations hereunder shall be limited as set forth below in this Section
      11.3.




(b)  Assignments.  Each
      Lender may assign to one or more Eligible Assignees all or a portion of its
      rights and obligations under this Credit Agreement (including, without
      limitation, all or a portion of its Loans, its Notes, and its Revolving Loan
      Commitment); provided, however,
      that:




(i)  each
      such
      assignment shall be to an Eligible Assignee;




(ii)  except
      in the case
      of an assignment to another Lender or an assignment of all of a Lender's rights
      and obligations under this Credit Agreement, any such partial assignment shall
      be in an amount at least equal to $5,000,000 (or, if less, the remaining amount
      of the Revolving Loan Commitment being assigned by such Lender) and an integral
      multiple of $1,000,000 in excess thereof;




(iii)  each
      such
      assignment by a Lender shall be of a constant and not varying, percentage of
      all
      of its rights and obligations under this Credit Agreement and the Notes;
      and




(iv)  the
      parties to such
      assignment shall execute and deliver to the Agent for its acceptance an
      Assignment Agreement in substantially the form of




55


Exhibit
      11 .3(b),
      together with a processing fee (other than in connection with any assignment
      to
      an Affiliate of such Lender) from the assignor of $3,500.




Upon
      execution,
      delivery, and acceptance of such Assignment Agreement, the assignee thereunder
      shall be a party hereto and, to the extent of such assignment, have the
      obligations, rights, and benefits of a Lender hereunder and the assigning Lender
      shall, to the extent of such assignment, relinquish its rights and be released
      from its obligations under this Credit Agreement.  Upon the
      consummation of any assignment pursuant to this Section 11.3(b), the assignor,
      the Agent and the Borrower shall make appropriate arrangements so that, if
      required, new Notes are issued to the assignor and the assignee.  If
      the assignee is not incorporated under the laws of the United States of America
      or a state thereof, it shall deliver to the Borrower and the Agent certification
      as to exemption from deduction or withholding of taxes in accordance with
      Section 4.4.




By
      executing and
      delivering an assignment agreement in accordance with this Section 11.3(b),
      the
      assigning Lender thereunder and the assignee thereunder shall be deemed to
      confirm to and agree with each other and the other parties hereto as follows:
      (A) such assigning Lender represents and warrants that it is legally authorized
      to enter into such assignment agreement and it is the legal and beneficial
      owner
      of the interest being assigned thereby free and clear of any adverse claim
      created by such assigning Lender and the assignee warrants that it is an
      Eligible Assignee; (B) except as set forth in clause (A) above, such assigning
      Lender makes no representation or warranty and assumes no responsibility with
      respect to any statements, warranties or representations made in or in
      connection with this Credit Agreement, any of the other Credit Documents or
      any
      other instrument or document furnished pursuant hereto or thereto, or the
      execution, legality, validity, enforceability, genuineness, sufficiency or
      value
      of this Credit Agreement, any of the other Credit Documents or any other
      instrument or document furnished pursuant hereto or thereto or the financial
      condition of the Borrower or its Subsidiaries  or the performance or
      observance by the Borrower of any of its obligations under this Credit
      Agreement, any of the other Credit Documents or any other instrument or document
      furnished pursuant hereto or thereto; (C) such assignee represents and warrants
      that it is legally authorized to enter into such assignment agreement; (D)
      such
      assignee confirms that it has received a copy of this Credit Agreement, the
      other Credit Documents and such other documents and information as it has deemed
      appropriate to make its own credit analysis and decision to enter into such
      assignment agreement; (E) such assignee will independently and without reliance
      upon the Agent, such assigning Lender 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 decisions in taking or not taking action under this Credit
      Agreement and the other Credit Documents; (F) such assignee appoints and
      authorizes the Agent to take such action on its behalf and to exercise such
      powers under this Credit Agreement or any other Credit Document as are delegated
      to the Agent by the terms hereof or thereof, together with such powers as are
      reasonably incidental thereto; and (G) such assignee agrees that it will perform
      in accordance with their terms all the obligations
      which
      by the terms of this Credit Agreement and the other Credit Documents are
      required to be performed by it as a Lender.




56




(c)  Register.  The
      Agent shall maintain a copy of each Assignment Agreement delivered to and
      accepted by it and a register for the recordation of the names and addresses
      of
      the Lenders and the Revolving Loan Commitment of, and principal amount of the
      Loans owing to, each Lender from time to time (the "Register").  The
      entries in the Register shall be conclusive and binding for all purposes, absent
      manifest error, and the Borrower, the Agent and the Lenders may treat each
      Person whose name is recorded in the Register as a Lender hereunder for all
      purposes of this Credit Agreement.  The Register shall be available
      for inspection by the Borrower or any Lender at any reasonable time and from
      time to time upon reasonable prior notice.




(d)  Acceptance.  Upon
      its receipt of an Assignment Agreement executed by the parties thereto, together
      with any Note subject to such assignment and payment of the processing fee,
      the
      Agent shall, if such Assignment Agreement has been completed and is in
      substantially the form of Exhibit 11.3(b)
      hereto, (i) accept such Assignment Agreement, (ii) record the information
      contained therein in the Register and (iii) give prompt notice thereof to the
      parties thereto.




(e)  Participations.  Each
      Lender may sell participations to one or more Persons in all or a portion of
      its
      rights, obligations or rights and obligations under this Credit Agreement
      (including all or a portion of its Revolving Loan Commitment, its Notes and
      its
      Loans); provided, however,
      that (i)
      such Lender’s obligations under this Credit Agreement shall remain unchanged,
      (ii) such Lender shall remain solely responsible to the other parties hereto
      for
      the performance of such obligations, (iii) the participant shall be entitled
      to
      the benefit of the yield protection provisions contained in Sections 4.1 through
      4.4, inclusive, but only to the extent that such Lender is entitled to payment
      or reimbursement under such Sections, and the right of set-off contained in
      Section 11.2 and (iv) the Borrower shall continue to deal solely and directly
      with such Lender in connection with such Lender’s rights and obligations under
      this Credit Agreement, and such Lender shall retain the sole right to enforce
      the obligations of the Borrower relating to its Loans and its Notes and to
      approve any amendment, modification, or waiver of any provision of this Credit
      Agreement (other than amendments, modifications, or waivers decreasing the
      amount of principal of or the rate at which interest is payable on such Loans
      or
      Notes, extending any scheduled principal payment date or date fixed for the
      payment of interest on such Loans or Notes, or extending its Revolving Loan
      Commitment).




(f)  Nonrestricted
      Assignments.  Notwithstanding any other provision set forth in
      this Credit Agreement, any Lender may at any time assign and pledge all or
      any
      portion of its Loans and its Notes to any Federal Reserve Bank as collateral
      security pursuant to Regulation A and any Operating Circular issued by such
      Federal Reserve Bank.  No such assignment shall release the assigning
      Lender from its obligations hereunder.




(g)  Information.  Any
      Lender may furnish any information concerning the Borrower and its Subsidiaries
      in the possession of such Lender from time to time to assignees and participants
      (including prospective assignees and participants); provided that the furnishing
      of such information shall be subject to the provisions of Section 11.11
      below.


(h)  SPC's.  Notwithstanding
      anything to the contrary contained herein, any Lender (a "Granting Lender") may
      grant to a special purpose funding vehicle (an "SPC") the




57




option
      to fund all
      or any part of any Loan that such Granting Lender would otherwise be obligated
      to fund pursuant to this Credit Agreement; providedthat
      (i) nothing
      herein shall constitute a commitment by any SPC to fund any Loan, (ii) if an
      SPC
      elects not to exercise such option or otherwise fails to fund all or any part
      of
      such Loan, the Granting Lender shall be obligated to fund such Loan pursuant
      to
      the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section
      11.6 (all such voting rights shall be retained by the Granting Lenders), (iv)
      with respect to notices, payments and other matters hereunder, the Borrower,
      the
      Agent and the Lenders shall not be obligated to deal with an SPC, but may limit
      their communications and other dealings relevant to such SPC to the applicable
      Granting Lender, and (v) with respect to the funding of any Loan by an SPC,
      the
      Borrower shall not have to pay any greater cost, or incur any greater expense,
      under the provisions of Section 4 of this Credit Agreement or otherwise, than
      if
      all Loans were funded by the applicable Granting Lender without the involvement
      of an SPC.  The funding of a Loan by an SPC hereunder shall utilize
      the Revolving Loan Commitment of the Granting Lender to the same extent that,
      and as if, such Loan were funded by such Granting Lender.  Each party
      hereto hereby agrees that no SPC shall be liable for any indemnity or payment
      under this Credit Agreement for which a Lender would otherwise be liable for
      so
      long as, and to the extent, the Granting Lender provides such indemnity or
      makes
      such payment.  In furtherance of the foregoing, each party hereto
      hereby agrees (which agreements shall survive termination of this Credit
      Agreement) that, prior to the date that is one year and one day after the
      payment in full of all outstanding commercial paper or other senior indebtedness
      of any SPC, it will not institute against, or join any other Person in
      instituting against, such SPC any bankruptcy, reorganization, arrangement,
      insolvency or liquidation proceedings under the laws of the United States or
      any
      State thereof.  Notwithstanding anything to the contrary contained in
      this Credit Agreement, any SPC may disclose on a confidential basis any
      non-public information relating to its funding of Loans to any rating agency,
      commercial paper dealer or provider of any surety or guarantee to such
      SPC.  This clause (h) may not be amended without the prior written
      consent of each Granting Lender, all or any part of whose Loan is being funded
      by an SPC at the time of such amendment.




11.4  No Waiver; Remedies Cumulative .




No
      failure or delay
      on the part of the Agent or any Lender in exercising any right, power or
      privilege hereunder or under any other Credit Document and no course of dealing
      between the Borrower and the Agent or any Lender shall operate as a waiver
      thereof, nor shall any single or partial exercise of any right, power or
      privilege hereunder or under any other Credit Document preclude any other or
      further exercise thereof or the exercise of any other right, power or privilege
      hereunder or thereunder.  The rights and remedies provided herein are
      cumulative and not exclusive of any rights or remedies which the Agent or any
      Lender would otherwise have.  No notice to or demand on the Borrower
      in any case shall entitle the Borrower to any other or further notice or demand
      in similar or other circumstances or constitute a waiver of the rights of the
      Agent or the Lenders to any other or further action in any circumstances without
      notice or demand.


11.5 
      Payment of Expenses, etc.





The
      Borrower agrees
      to: (i) pay all reasonable out-of-pocket costs and expenses of the Agent and
      the
      Lead Arranger in connection with (A) the negotiation, preparation, execution




58




and
      delivery and
      administration of this Credit Agreement and the other Credit Documents and
      the
      documents and instruments referred to therein (including, without limitation,
      legal fees of one counsel for the Agent) and (B) any amendment, waiver or
      consent relating hereto and thereto including, but not limited to, any such
      amendments, waivers or consents resulting from or related to any work-out,
      renegotiation or restructure relating to the performance by the Borrower under
      this Credit Agreement, (ii) pay all reasonable out-of-pocket costs and expenses
      of the Agent and the Lenders in connection with (A) enforcement of the Credit
      Documents and the documents and instruments referred to therein (including,
      without limitation, in connection with any such enforcement, the reasonable
      fees
      and disbursements of counsel for the Agent and each of the Lenders) and (B)
      any
      bankruptcy or insolvency proceeding of the Borrower and (iii) indemnify the
      Agent, the Lead Arranger and each Lender, its officers, directors, employees,
      representatives, affiliates and agents from and hold each of them harmless
      against any and all losses, liabilities, claims, damages or expenses incurred
      by
      any of them as a result of, or arising out of, or in any way related to, or
      by
      reason of, any investigation, litigation or other proceeding (whether or not
      the
      Agent, the Lead Arranger or any Lender is a party thereto) related to the
      entering into and/or performance of any Credit Document or the use of proceeds
      of any Loans (including other extensions of credit) hereunder or the
      consummation of any other transactions contemplated in any Credit Document,
      including, without limitation, the reasonable fees and disbursements of counsel
      incurred in connection with any such investigation, litigation or other
      proceeding (but excluding any such losses, liabilities, claims, damages or
      expenses to the extent incurred by reason of gross negligence or willful
      misconduct on the part of the Person to be indemnified or such Person's
      employer, employee or co-employee); provided that the foregoing indemnity by
      the
      Borrower shall not extend to disputes solely among the Lenders or litigation
      commenced by the Borrower which (a) seeks enforcement of any of the Borrower's
      rights hereunder and (b) is determined in a final judgment adverse to the Agent
      and the Lenders.




11.6  Amendments, Waivers and Consents .




Neither
      this Credit
      Agreement, nor any other Credit Document nor any of the terms hereof or thereof
      may be amended, changed, waived, discharged or terminated unless such amendment,
      change, waiver, discharge or termination is in writing and signed by the
      Required Lenders and the Borrower; provided that no
      such
      amendment, change, waiver, discharge or termination shall without the consent
      of
      each Lender:


(a)  extend
      the Maturity
      Date, or postpone or extend the time for any payment or prepayment of
      principal;




(b)  reduce
      the rate or
      extend the time of payment of interest (other than as a result of waiving the
      applicability of any post-default increase in interest rates) thereon or fees
      or
      other amounts payable hereunder;




(c)  reduce
      or waive the
      principal amount of any Loan;


(d)  increase
      or extend
      the Revolving Loan Commitment of a Lender (it being understood and agreed that
      a
      waiver of any Default or Event of Default shall not constitute a change in
      the
      terms of any Revolving Loan Commitment of any Lender);




59




(e)  release
      the
      Borrower from its obligations under the Credit Documents;




(f)  amend,
      modify or
      waive any provision of this Section 11.6 or Section 3.6, 3.8, 4.1, 4.2, 4.3,
      4.4, 9.1(a), 11.2, 11.3 or 11.5;




(g)  reduce
      any
      percentage specified in, or otherwise modify, the definition of Required
      Lenders; or




(h)  consent
      to the
      assignment or transfer by the Borrower of any of its rights and obligations
      under (or in respect of) the Credit Documents.




No
      provision of
      Section 2.9 or Section 10 may be amended or modified without the consent of
      the
      Agent.




Notwithstanding
      the
      fact that the consent of all the Lenders is required in certain circumstances
      as
      set forth above, each Lender is entitled to vote as such Lender sees fit on
      any
      reorganization plan that affects the Loans, and each Lender acknowledges that
      the provisions of Section 1126(c) of the Bankruptcy Code supersedes the
      unanimous consent provisions set forth herein.




11.7  Counterparts/Telecopy .




This
      Credit
      Agreement may be executed in any number of counterparts, each of which where
      so
      executed and delivered shall be an original, but all of which shall constitute
      one and the same instrument.  Delivery of executed counterparts by
      telecopy shall be as effective as an original and shall constitute a
      representation that an original will be delivered.




11.8  Headings .




The
      headings of the
      sections and subsections hereof are provided for convenience only and shall
      not
      in any way affect the meaning or construction of any provision of this Credit
      Agreement.




11.9  Defaulting Lender .




Each
      Lender
      understands and agrees that if such Lender is a Defaulting Lender then it shall
      not be entitled to vote on any matter requiring the consent of the Required
      Lenders or to object to any matter requiring the consent of all the Lenders;
      provided, however,
      that all
      other benefits and obligations under the Loan Documents shall apply to such
      Defaulting Lender.




11.10 Survival of Indemnification and Representations and Warranties .




All
      indemnities set
      forth herein and all representations and warranties made herein shall survive
      the execution and delivery of this Credit Agreement, the making of the Loans
      and the repayment of the Loans and other obligations and the termination of
      the
      Revolving Loan Commitments hereunder.




60




11.11  Confidentiality .




Neither
      the Agent
      nor any Lender shall disclose any Confidential Information to any Person,
      without the prior written consent of the Borrower, other than (a) to the Agent's
      or such Lender's Affiliates and their officers, directors, employees, agents,
      attorneys, accountants and advisors (it being understood that the Persons to
      whom such disclosure is made will be informed of the confidential nature of
      such
      Confidential Information and such person shall have agreed to keep such
      Confidential Information confidential on substantially the same terms as
      provided herein) and, as contemplated by Section 11.3, to actual or prospective
      assignees and participants, and, in each such case, then only on a confidential
      basis, (b) as required by any law, rule or regulation or by judicial process,
      (c) to any rating agency when required by it to do so; provided that, prior
      to
      any such disclosure, such rating agency shall undertake to preserve the
      confidentiality of any Confidential Information relating to the Borrower
      received by it from such Lender, (d) as requested or required by any state,
      federal or foreign authority or examiner regulating banks or banking, (e) to
      protect, preserve, exercise or enforce the Agent's or such Lender's rights
      under
      or pursuant to this Agreement or any Note, and (f) to perform any of the Agent's
      or such Lender's obligations under or pursuant to this Agreement or any
      Note.




11.12  Governing Law; Venue .




(a)  THIS
      CREDIT
      AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF
      THE
      PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND
      INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  Any
      legal action or proceeding with respect to this Credit Agreement or any other
      Credit Document may be brought in the courts of the State of New York, or of
      the
      United States for the Southern District of New York, and, by execution and
      delivery of this Credit Agreement, the Borrower hereby irrevocably accepts
      for
      itself and in respect of its property, generally and unconditionally, the
      jurisdiction of such courts.  Nothing herein shall affect the right of
      a Lender to commence legal proceedings or to otherwise proceed against the
      Borrower in any other jurisdiction.




(b)  The
      Borrower hereby
      irrevocably waives any objection which it may now or hereafter have to the
      laying of venue of any of the aforesaid actions or proceedings arising out
      of or
      in connection with this Credit Agreement or any other Credit Document brought
      in
      the courts referred to in subsection (a) hereof and hereby further irrevocably
      waives and agrees not to plead or claim in any such court that any such action
      or proceeding brought in any such court has been brought in an inconvenient
      forum.




11.13  Waiver of Jury Trial; Waiver of Consequential Damages .




EACH
      OF THE PARTIES
      TO THIS CREDIT AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY
      IN
      ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CREDIT
      AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS
      CONTEMPLATED HEREBY.  THE BORROWER AGREES NOT TO ASSERT ANY CLAIM
      AGAINST THE AGENT, ANY LENDER, ANY OF THEIR AFFILIATES, OR ANY OF THEIR
      RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES,




61




ATTORNEYS
      OR
      AGENTS, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR
      PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO ANY OF THE TRANSACTIONS
      CONTEMPLATED HEREIN.




11.14  Time .




All
      references to
      time herein shall be references to Central Standard Time or Central Daylight
      Time, as the case may be, unless specified otherwise.




11.15  Severability .




If
      any provision of
      any of the Credit Documents is determined to be illegal, invalid or
      unenforceable, such provision shall be fully severable and the remaining
      provisions shall remain in full force and effect and shall be construed without
      giving effect to the illegal, invalid or unenforceable provisions.




11.16  Assurances .




The
      Borrower
      agrees, upon the request of the Agent, to promptly take such actions, as
      reasonably requested, as are consistent with and necessary to carry out the
      intent of this Credit Agreement and the other Credit Documents.




11.17USA
      Patriot Act Notification.




The
      following
      notification is provided to the Borrower pursuant to Section 326 of the USA
      Patriot Act of 2001, 31 U.S.C. Section 5318:




IMPORTANT
      INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government
      fight the funding of terrorism and money laundering activities, Federal law
      requires all financial institutions to obtain, verify, and record information
      that identifies each person or entity that opens an account, including any
      deposit account, treasury management account, loan, other extension of credit,
      or other financial services product. What this means for the Borrower: When
      the
      Borrower opens an account, if the Borrower is an individual, the Agent and
      the
      Lenders will ask for the Borrower's name, residential address, tax
      identification number, date of birth, and other information that will allow
      the
      Agent and the Lenders to identify the Borrower, and, if the Borrower is not
      an
      individual, the Agent and the Lenders will ask for the Borrower's name, tax
      identification number, business address, and other information that will allow
      the Agent and the Lenders to identify the Borrower.  The Agent and the
      Lenders may also ask, if the Borrower is an individual, to see the Borrower's
      driver's license or other identifying documents, and, if the Borrower is not
      an
      individual, to see the Borrower's legal organizational documents or other
      identifying documents.


11.18 
      Entirety .




This
      Credit
      Agreement together with the other Credit Documents represent the entire
      agreement of the parties hereto and thereto, and supersede all prior agreements
      and




62




understandings,
      oral or written, if any, including any commitment letters or correspondence
      relating to the Credit Documents or the transactions contemplated herein and
      therein.








[REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK, SIGNATURE PAGES FOLLOW]


63


Each
      of the parties
      hereto has caused a counterpart of this Credit Agreement to be duly executed
      and
      delivered as of the date first above written.




Borrower:
            WISCONSIN
                PUBLIC SERVICE


CORPORATION


By:


Name:


Title:











Lenders:
            CITIBANK,
                N.A.


individually
                in its capacity as a Lender and as


Agent


By:


Name:


Title:





Signature
      Page to
      Wisconsin Public Service Corporation Five Year Credit Agreement.








U.S.
      BANK NATIONAL ASSOCIATION





By:


Name:


Title:








Signature
      Page to
      Wisconsin Public Service Corporation Five Year Credit Agreement.





JPMORGAN
      CHASE BANK, N.A.








By:


Name:


Title:








Signature
      Page to
      Wisconsin Public Service Corporation Five Year Credit Agreement.





WELLS
      FARGO BANK NATIONAL ASSOCIATION








By:


Name:


Title:








Signature
      Page to
      Wisconsin Public Service Corporation Five Year Credit Agreement.





UBS
      LOAN FINANCE LLC








By:


Name:


Title:








Signature
      Page to
      Wisconsin Public Service Corporation Five Year Credit Agreement.





BANK
      OF AMERICA, N.A.








By:


Name:


Title:








Signature
      Page to
      Wisconsin Public Service Corporation Five Year Credit Agreement.





ASSOCIATED
      BANK








By:


Name:


Title:








Signature
      Page to
      Wisconsin Public Service Corporation Five Year Credit Agreement.





BAYERISCHE
      LANDESBANK








By:


Name:


Title:








Signature
      Page to
      Wisconsin Public Service Corporation Five Year Credit Agreement.





HARRIS
      NESBITT FINANCING, INC.








By:


Name:


Title:








Signature
      Page to
      Wisconsin Public Service Corporation Five Year Credit Agreement.





MIZUHO
      CORPORATE BANK, LTD.








By:


Name:


Title:








Signature
      Page to
      Wisconsin Public Service Corporation Five Year Credit Agreement.





WACHOVIA
      BANK, NATIONAL ASSOCIATION








By:


Name:


Title:








Signature
      Page to
      Wisconsin Public Service Corporation Five Year Credit Agreement.





LASALLE
      BANK, NATIONAL ASSOCIATION








By:


Name:


Title:








Signature
      Page to
      Wisconsin Public Service Corporation Five Year Credit Agreement.





NATIONAL
      CITY BANK OF THE MIDWEST








By:


Name:


Title:








Signature
      Page to
      Wisconsin Public Service Corporation Five Year Credit Agreement.





THE
      NORTHERN TRUST COMPANY








By:


Name:


Title:








Signature
      Page to
      Wisconsin Public Service Corporation Five Year Credit Agreement.





UNION
      BANK OF CALIFORNIA, N.A.








By:


Name:


Title:








Schedule
      1.1


to


Five
      Year Credit
      Agreement


Commitment
      Percentages




Lender
            Commitment
                Percentage
            Revolving
                Loan
              CommitmentU.S.
                Bank
                National Association
            9.349593495935%
            $  10,752,032.50Citibank,
                N.A.
            9.349593495935%
            $  10,752,032.50JPMorgan
                Chase Bank, N.A.
            8.130081300813%
            $   9,349,593.50Wells
                Fargo
                Bank National Association
            8.130081300813%
            $   9,349,593.50UBS
                Loan
                Finance LLC
            8.130081300813%
            $   9,349,593.50Bank
                of
                America, N.A.
            8.130081300813%
            $   9,349,593.50Associated
                Bank
            6.504065040650%
            $   7,479,674.80Bayerische
                Landesbank
            6.504065040650%
            $   7,479,674.80Harris
                Nesbitt Financing, Inc.
            6.504065040650%
            $   7,479,674.80Mizuho
                Corporate Bank, Ltd.
            6.504065040650%
            $   7,479,674.80Wachovia
                Bank, National Association
            6.504065040650%
            $   7,479,674.80LaSalle
                Bank,
                National Association
            4.065040650407%
            $   4,674,796.75National
                City
                Bank of the Midwest
            4.065040650407%
            $   4,674,796.75The
                Northern
                Trust Company
            4.065040650407%
            $   4,674,796.75Union
                Bank of
                California, N.A.
            4.065040650407%
            $   4,674,796.75100.00%
            $115,000,000.00














Schedule
      6.1(c)


to


Five
      Year Credit
      Agreement





Subsidiaries


WPS
      Leasing,
      Inc.








Schedule
      8.3


to


Five
      Year Credit
      Agreement





Asset
      Sales





1.
            Sale
                of
                Kewaunee Nuclear Power Plant.




2.
            Sale
                of
                accounts receivable in connection with the securitization of environmental
                retrofits.




3.
            Sale
                of 30%
                of Weston 4 to Dairyland.







Schedule
      8.6


to


Five
      Year Credit
      Agreement


Existing
      Liens




Secured
                Party, Filing
              Date
                and Filing
                Number
            DescriptionDebtor:  Wisconsin
                Public Service CorporationWells
                Fargo
                Bank Northwest, N.A.
              11/05/92
              01312991
                (Wisconsin DFI)
            Synthetic
                lease of railcars; probably not a Lien.First
                Security Bank of Utah
              11/11/93
              01391037
                (Wisconsin DFI)
            Synthetic
                lease of railcars; probably not a Lien.First
                Security Bank of Utah
              11/29/93
              01394204
                (Wisconsin DFI)
            Synthetic
                lease of railcars; probably not a Lien.











Schedule
      11.1


to


Five
      Year Credit
      Agreement





Borrower


Wisconsin
      Public
      Service Corporation


Attn:  Bradley
      A. Johnson


700
      North Adams
      Street


P.O.
      Box
      19001


Green
      Bay,
      Wisconsin 54307


Phone:       (920)
      433-1662


Fax:           
      (920) 433-1526





Agent


Citibank,
      N.A.


Attn:  Bank
      Loan Syndications


Two
      Penns
      Way


New
      Castle,
      Delaware  19720


Phone:      
      (302) 894-6059


Fax:           
      (212) 994-0961





Lenders


Amit
      Vasani


Citibank,
      N.A.


388
      Greenwich
      Street


21st
      Floor


New
      York,
      NY  10013


Phone:      
      (212) 816-4166


Fax:          
       (212) 816-8098


amit.vasani@citigroup.com





Sandra
      Hartay


U.S.
      Bank National
      Association


777
      East Wisconsin
      Avenue


Milwaukee,
      WI
      53202


Phone:      
      (414) 765-6004


Fax:           
      (414) 765-5367


sandra.hartay@usbank.com








JPMorgan
      Chase
      Bank, N.A.





Wells
      Fargo Bank
      National Association





UBS
      Loan Finance
      LLC





Jacqueline
      Archuleta


Bank
      of America,
      N.A.


901
      Main
      Street


Dallas,
      TX  75202


Phone:  (214)
      209-2135


Fax:  (214)
      290-8372


jacqueline.archuleta@bankofamerica.com





Kathy
      Carter


Associated
      Bank
      National Association


2870
      Holmgren
      Way


Green
      Bay,
      WI  54304


Phone:  (920)
      405-2847


Fax:  (920)
      405-2798


kathy.carter@associatedbank.com





Bayerische
      Landesbank





Harris
      Nesbitt
      Financing, Inc.





Mizuho
      Corporate
      Bank, Ltd.





Wachovia
      Bank,
      National Association





LaSalle
      Bank,
      National Association





Tiffany
      Cozzolino


National
      City Bank
      of the Midwest


2021
      Spring Road,
      Suite 600


Oak
      Brook,
      IL  60523


Phone:  (630)
      954-3189


Fax:  (630)
      954-5570


tiffany.cozzolino@nationalcity.com





The
      Northern Trust
      Company





Union
      Bank of
      California, N.A.








Exhibit
      2.2


FORM
      OF NOTICE OF BORROWING


TO:
            Citibank,
                N.A.


Attn:
            Bank
                Loan
                Syndications


Two
                Penns Way


New
                Castle,
                Delaware 19720


Phone:
            (302)
                894-6059


Fax:
            (212)
                994-0961


RE:
            Five
                Year
                Credit Agreement dated as of June 2, 2005 among Wisconsin Public
                Service
                Corporation (the "Borrower"), Citibank, N.A., as Agent, the agents
                party
                thereto and the Lenders party thereto (as the same may be amended,
                modified, extended or restated from time to time, the "Credit Agreement")


DATE: 
                _________
            ,
                ____





4.
            This
                Notice
                of Borrowing is made pursuant to the terms of the Credit
                Agreement.  All capitalized terms used herein unless otherwise
                defined shall have the meanings set forth in the Credit
                Agreement.




5.
            Please
                be
                advised that the Borrower is requesting a Revolving Loan in the amount
                of
                $_____________ to be funded on ___________, ____ at the interest
                rate
                option set forth in paragraph 3
                below.




6.
            The
                interest
                rate option applicable to the requested Revolving Loan shall be equal
                to:




1.  the
      Base
      Rate




2.  the
      Adjusted
      Eurodollar Rate for an Interest Period of:




__________
      one
      month


__________
      two
      months


__________
      three
      months


__________
      six
      months





7.
            On
                the date
                of the requested Revolving Loan, immediately after giving effect
                to the
                funding and the application thereof, the aggregate amount of Revolving
                Loans plus Swing Line Loans plus all Letter of Credit Obligations
                outstanding will be $__________, which is less than or equal to the
                Revolving Loan Commitment.




8.
            On
                and as of
                the date of the requested Revolving Loan, immediately after giving
                effect
                to the funding and the application thereof, the representations and
                warranties made by the Borrower in any Credit Document (excluding
                those
                contained in Sections 6.7 and 6.10
                of







the
                Credit
                Agreement) are true and correct in all material respects except to
                the
                extent they expressly relate to an earlier
                date.




9.
            No
                Default or
                Event of Default exists or is continuing or will be caused by giving
                effect to this Notice of Borrowing.




WISCONSIN
      PUBLIC
      SERVICE CORPORATION











By:


Name:


Title:








Exhibit
      2.4


FORM
      OF NOTICE OF CONTINUATION/CONVERSION




TO:
            Citibank,
                N.A.


Attn:
            Bank
                Loan
                Syndications


Two
                Penns Way


New
                Castle,
                Delaware 19720


Phone:
            (302)
                894-6059


Fax:
            (212)
                994-0961


RE:
            Five
                Year
                Credit Agreement entered into as of June 2, 2005, among Wisconsin
                Public
                Service Corporation (the "Borrower"), Citibank, N.A., as Agent, the
                agents
                party thereto and the Lenders party thereto (as the same may be amended,
                modified, extended or restated from time to time, the "Credit Agreement")


DATE:
            __________,
                ____










1.
            This
                Notice
                of Continuation/Conversion is made pursuant to the terms of the Credit
                Agreement.  All capitalized terms used herein unless otherwise
                defined shall have the meanings set forth in the Credit
                Agreement.




2.
            Please
                be
                advised that the Borrower is requesting that a portion of the current
                outstanding Revolving Loans, in the amount of $___________, be continued
                or converted at the interest rate option set forth in paragraph 3
                below.




3.
            The
                interest
                rate option applicable to the continuation or conversion of all or
                part of
                the existing Revolving Loans shall be equal
                to:




1.  the
      Base
      Rate




2.  the
      Adjusted
      Eurodollar Rate for an Interest Period of




______
      one
      month


______
      two
      months


______
      three
      months


______
      six
      months





4.
            Subsequent
                to
                the continuation or conversion of the Revolving Loans, as requested
                herein, the aggregate amount of Revolving Loans plus Swing Line Loans
                plus
                all Letter of Credit Obligations outstanding will be $___, which
                is less
                than or equal to the Revolving Loan
                Commitment.




5.
            No
                Default or
                Event of Default has occurred and is continuing or would be caused
                by
                giving effect to this Notice of Continuation
                Conversion.







WISCONSIN
      PUBLIC
      SERVICE CORPORATION








By:


Name:


Title:








Exhibit
      2.7


to


Five
      Year Credit
      Agreement




FORM
      OF REVOLVING LOAN NOTE




June
      2,
      2005




FOR
      VALUE RECEIVED,
      WISCONSIN PUBLIC SERVICE CORPORATION, a Wisconsin corporation (the "Borrower"), hereby
      promises to pay to the order of ___________ (the "Lender"), at the
      office of Citibank, N.A. (the "Agent") as set
      forth
      in that certain Five Year Credit Agreement dated as of June 2, 2005, among
      the
      Borrower, the Lenders named therein and Citibank, N.A., as Agent (as the same
      may be amended, modified, extended or restated from time to time, the "Credit Agreement"),
      or at such other place or places as the holder of this Revolving Loan Note
      may
      designate, the aggregate principal amount of all advances made by the Lender
      as
      Revolving Loans (and not otherwise repaid), in Dollars and in immediately
      available funds, on the dates and in the principal amounts provided in the
      Credit Agreement, and to pay interest on the unpaid principal amount of each
      Revolving Loan made by the Lender, at such office, in like money and funds,
      for
      the period commencing on the date of each Revolving Loan until each Revolving
      Loan shall be paid in full, at the rates per annum and on the dates provided
      in
      the Credit Agreement.




This
      Note is one of
      the Revolving Loan Notes referred to in the Credit Agreement and evidences
      Revolving Loans made by the Lender thereunder.  The Lender shall be
      entitled to the benefits of the Credit Agreement.  Capitalized terms
      used in this Revolving Loan Note have the respective meanings assigned to them
      in the Credit Agreement and the terms and conditions of the Credit Agreement
      are
      expressly incorporated herein and made a part hereof.




The
      Credit
      Agreement provides for the acceleration of the maturity of the Revolving Loans
      evidenced by this Revolving Loan Note upon the occurrence of certain events
      (and
      for payment of collection costs in connection therewith) and for prepayments
      of
      Revolving Loans upon the terms and conditions specified therein.  In
      the event this Revolving Loan Note is not paid when due at any stated or
      accelerated maturity, the Borrower agrees to pay, in addition to the principal
      and interest, all costs of collection, including reasonable attorney
      fees.




Except
      as permitted
      by Section 11.3(b) of the Credit Agreement, this Revolving Loan Note may not
      be
      assigned by the Lender to any other Person.




The
      date, amount,
      type, interest rate and duration of Interest Period (if applicable) of each
      Revolving Loan made by the Lender to the Borrower, and each payment made on
      account of the principal thereof, shall be recorded by the Agent and the Lender
      on its books; provided that the failure of the Agent or the Lender to make
      any
      such recordation shall not affect the obligations of the Borrower to make a
      payment when due of any amount owing hereunder or under this Revolving Loan
      Note
      in respect of the Revolving Loans to be evidenced by this Revolving Loan Note,
      and each such recordation shall be prima facie evidence of the obligations
      owing
      under this Revolving Loan Note absent manifest error.





THIS
      REVOLVING LOAN NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
      THE
      LAWS OF THE STATE OF NEW YORK.




IN
      WITNESS WHEREOF,
      the Borrower has caused this Revolving Loan Note to be executed as of the date
      first above written.




WISCONSIN
      PUBLIC
      SERVICE CORPORATION








By:


Name:


Title:





Exhibit
      7.1(c)


FORM
      OF OFFICER'S CERTIFICATE




TO:
            Citibank,
                N.A.


Attn:
            Bank
                Loan
                Syndications


Two
                Penns Way


New
                Castle,
                Delaware 19720


Phone:
            (302)
                894-6059


Fax:
            (212)
                994-0961





RE:
            Five
                Year
                Credit Agreement dated as of June 2, 2005 among Wisconsin Public
                Service
                Corporation (the "Borrower"), Citibank, N.A., as Agent, the agents
                party
                thereto and the Lenders party thereto (as the same may be amended,
                modified, extended or restated from time to time, the "Credit Agreement")


DATE:
            _________,
                ___










Pursuant
      to the
      terms of the Credit Agreement, I, _________________________ [Chief Financial
      Officer/Treasurer/Secretary/Assistant Treasurer] of WISCONSIN PUBLIC
      SERVICE
      CORPORATION hereby certify that, as of the fiscal quarter ending ____________,
      ____, the statements below are accurate and complete in all respects (all
      capitalized terms used below shall have the meanings set forth in the Credit
      Agreement):




3.  Attached
      hereto as
Schedule I are
      (x) calculations (calculated as of the date of the financial statements referred
      to in paragraph C. below) demonstrating compliance by the Borrower with the
      financial covenant contained in Section 7.2 of the Credit Agreement and (y)
      Borrower's Credit ratings as of the date hereof.




4.  No
      Default or Event
      of Default exists under the Credit Agreement, except as indicated on a separate
      page attached hereto, together with an explanation of the action taken or
      proposed to be taken by the Borrower with respect thereto.




5.  The
      quarterly/annual financial statements for the fiscal quarter/year ended
      ___________ which accompany this certificate fairly present in all material
      respects the financial condition of the Borrower and its Subsidiaries and have
      been prepared in accordance with GAAP, subject to changes resulting from normal
      year-end audit adjustments.




WISCONSIN
      PUBLIC
      SERVICE CORPORATION





By:


[Chief
      Financial
      Officer/Treasurer/Secretary


Assistant
      Treasurer]





Schedule
      1
      to


Exhibit
      7.1(c)
      to


Credit
      Agreement


Maximum
      Leverage
      Ratio


(a)
            Total
                Funded
                Debt                                       
                $




(b)
            Net
                Worth                                                      
                $




(c)
            Capitalization
                (Line 1 + Line
                2)                  
                $




(d)
            Total
                Funded
                Debt to Capitalization Ratio: 1.00




(Line
                1/Line
                3)




Maximum
      Permitted
      Total Funded


Debt
      to
      Capitalization Ratio:     65: 1.0




Borrower's
      Credit
      Ratings:


S&P  ___________________


Moody's _________________





Exhibit
      11.3




FORM
      OF ASSIGNMENT AGREEMENT




Reference
      is made
      to that certain Five Year Credit Agreement, dated as of June 2, 2005, among
      WISCONSIN PUBLIC SERVICE CORPORATION (the "Borrower"), the
      agents party thereto, the Lenders party thereto and Citibank, N.A., as Agent
      for
      the Lenders (as the same may be amended, modified, extended or restated from
      time to time, the "Credit
      Agreement").  Capitalized terms used herein shall have the
      meanings ascribed thereto in the Credit Agreement.




1.  The
      Assignor hereby
      sells and assigns to the Assignee, without recourse and without representation
      and warranty except as expressly set forth herein, and the Assignee hereby
      purchases and assumes from the Assignor, without recourse and without
      representation and warranty except as expressly set forth herein, the interests
      set forth below (the "Assigned Interest") in the Assignor's rights and
      obligations under the Credit Agreement, including, without limitation, the
      interests set forth below in the Commitment Percentage of the Assignor on the
      Effective Date (as defined below) and the Loans owing to the Assignor in
      connection with the Assigned Interest which are outstanding on the Effective
      Date.  The purchase of the Assigned Interest shall be at par (unless
      otherwise agreed to by the Assignor and the Assignee) and periodic payments
      made
      with respect to the Assigned Interest which (a) accrued prior to the Effective
      Date shall be remitted to the Assignor and (b) accrue from and after the
      Effective Date shall be remitted to the Assignee.




2.  The
      Assignor (a)
      represents and warrants to the Assignee that it is the legal and beneficial
      owner of the Assigned Interest and that the Assigned Interest has not previously
      been transferred or encumbered and is free and clear of any adverse claim
      created by the Assignor; (b) makes no representation or warranty and assumes
      no
      responsibility with respect to any statements, warranties or representations
      made in or in connection with the Credit Documents or the execution, legality,
      validity, enforceability, genuineness, sufficiency or value of the Credit
      Documents or any other instrument or document furnished pursuant thereto; (c)
      makes no representation or warranty and assumes no responsibility with respect
      to the financial condition of the Borrower or the performance or observance
      by
      the Borrower of any of its obligations under the Credit Documents or any other
      instrument or document furnished pursuant thereto; and (d) attaches the Note
      held by the Assignor and requests that the Agent exchange such Note for a new
      Note payable to the order of the Assignee in an amount equal to the Revolving
      Loan Commitment assumed by the Assignee pursuant hereto and to the Assignor
      in
      an amount equal to the Revolving Loan Commitment retained by the Assignor,
      if
      any, as specified herein.




3.  The
      Assignee (a)
      confirms that it has received a copy of the Credit Agreement, together with
      copies of the financial statements referred to in Section 7.1 thereof and such
      other documents and information as it has deemed appropriate to make its own
      credit analysis and decision to enter into this Assignment; (b) agrees that
      it
      will, independently and without reliance upon the Agent, the Assignor 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 decisions in taking
      or
      not taking action under the Credit Agreement; (c) confirms that it is
      an




1


Eligible
      Assignee;
      (d) appoints and authorizes the Agent to take such action as agent on its behalf
      and to exercise such powers and discretion under the Credit Agreement as are
      delegated to the Agent by the terms thereof, together with such powers and
      discretion as are reasonably incidental thereto; (e) agrees that it will perform
      in accordance with their terms all of the obligations that by the terms of
      the
      Credit Agreement are required to be performed by it as a Lender, and (f)
      attaches any U.S. Internal Revenue Service or other forms required under Section
      4.4.




4.  Following
      the
      execution of this Assignment, it will be delivered to the Agent, together with
      the transfer fee required pursuant to Section 11.3(b) of the Credit Agreement,
      for acceptance and recording by the Agent.  The effective date for
      this Assignment (the "Effective Date")
      shall be the date of acceptance hereof by the Agent and the Borrower, as
      applicable, unless otherwise specified herein.




5.  Upon
      the consent of
      the Borrower and the Agent, as applicable, as of the Effective Date, (a) the
      Assignee shall be a party to the Credit Agreement and, to the extent provided
      in
      this Assignment, have the rights and obligations of a Lender thereunder and
      (b)
      the Assignor shall, to the extent provided in this Assignment, relinquish its
      rights and be released from its obligations under the Credit
      Agreement.




6.  This
      Assignment
      shall be governed by, and construed in accordance with, the laws of the State
      of
      New York.




7.  This
      Assignment may
      be executed in any number of counterparts and by different parties hereto in
      separate counterparts, each of which when so executed shall be deemed to be
      an
      original and all of which taken together shall constitute one and the same
      agreement.




8.  Terms
      of
      Assignment




1.  Legal Name of
      Assignor:




2.  Legal Name of
      Assignee:




3.  Effective Date of
      Assignment:




4.  Commitment
      Percentage Assigned:    _____________%




5.  Total
      Revolving
      Loans outstanding


as
      of Effective
      Date                             
$___________________________




6.  Principal
      Amount of
      Revolving


Loans
      assigned on Effective
      Date


(the
      amount set
      forth in (e)


multiplied
      by the
      percentage set


forth
      in
      (d))                                                           
$___________________________




7.  Revolving Loan
      Commitment                 $___________________________




2


8.  Principal
      Amount of
      Revolving


Loan
      Commitment
      assigned on


Effective
      Date (the
      amount set


forth
      in (g)
      multiplied by the


percentage
      set
      forth in
      (d))                                 
$____________________________





The
      terms set forth
      above


are
      hereby agreed
      to:


______________________,
      as Assignor




By:


Name:


Title:


_______________________,
                as Assignee





By:


Name:


Title:





CONSENTED
      TO (if
      applicable):





WISCONSIN
      PUBLIC
      SERVICE CORPORATION





By:


Name:


Title:








CITIBANK,
      N.A.,


as
      Agent








By:


Name:


Title:








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