EXHIBIT 10.1





**CREDIT
      AGREEMENT**




among




**MIDAMERICAN
      ENERGY COMPANY,**







**THE
      LENDING INSTITUTIONS PARTY HERETO,**


as
      Banks,









**UNION
      BANK OF CALIFORNIA, N.A.** ,




as
      Syndication Agent,









and







**JPMORGAN
      CHASE BANK, N.A.,**


as
      Administrative Agent,




dated
      as
      of


**November
      18, 2004**











**UNION
      BANK OF CALIFORNIA, N.A.**


and


**J.P.
      MORGAN SECURITIES, INC.**


Co-Lead
      Arrangers and Co-Book Runners














**MIDAMERICAN
      ENERGY COMPANY**


**CREDIT
      AGREEMENT**




This
      Agreement dated as of November 18, 2004 is among MidAmerican Energy Company,
      the
      Banks, Union Bank of California, N.A., as Syndication Agent, and JPMorgan Chase
      Bank, N.A., as Administrative Agent. The parties hereto agree as
      follows:




**ARTICLE
      I**






**DEFINITIONS;
      RULES OF INTERPRETATION**




1.1  Definitions .
      As used
      in this Agreement:




“Administrative
      Agent” means JPMorgan in its capacity as administrative agent for the Banks
      pursuant to Article
      X ,
      and not
      in its individual capacity as a Bank, and any successor Administrative Agent
      appointed pursuant to Article
      X .




“Administrative
      Questionnaire” means an administrative questionnaire, substantially in the form
      supplied by the Administrative Agent, completed by a Bank and furnished to
      the
      Administrative Agent in connection with this Agreement.




“Advance”
      means a borrowing hereunder consisting of the aggregate amount of the several
      Loans made by the Banks to the Company on the same Borrowing Date, at the same
      Rate Option and for the same Interest Period.




“Affiliate”
      of any specified Person means any other Person directly or indirectly
      controlling or controlled by or under direct or indirect common control with
      such specified Person. For the purposes hereof, “control”, when used with
      respect to any Person, means the power to direct the management and policies
      of
      such Person, directly or indirectly, whether through the ownership of voting
      securities, by contract or otherwise; and the terms “controlling” and
“controlled” having correlative meanings.




“Aggregate
      Commitment” means the aggregate of the Commitments of the Banks, as changed from
      time to time pursuant to the terms hereof.




“Aggregate
      Outstanding Credit Exposure” means, at any time, the aggregate of the
      Outstanding Credit Exposure of the Banks.




“Agreement”
      means this credit agreement.




“Alternate
      Base Rate” means, on any date and with respect to all Floating Rate Advances, a
      fluctuating rate of interest per annum equal to the higher of (i) the Prime
      Rate, and (ii) the Federal Funds Effective Rate most recently determined by
      the
      Administrative Agent plus 1/2% per annum. Changes in the rate of interest on
      that portion of any Advance maintained as a Floating Rate Advance will take
      effect simultaneously with each change in the Alternate Base Rate. The
      Administrative Agent will give notice promptly to the Company and the Banks
      of
      changes in the Alternate Base Rate.









“Applicable
      Margin” - see Schedule
      I .




“Arrangers”
      means Union Bank of California, N.A. and J.P. Morgan Securities, Inc. in their
      capacity as Co-Lead Arrangers and Co-Book Runners.




“Assignment
      Agreement” means an assignment agreement substantially in the form of Exhibit
      C .




“Authorized
      Officer” means the Chief Executive Officer, the President, the Chief Financial
      Officer, the Treasurer, any Assistant Treasurer, the General Counsel, any
      Assistant General Counsel, the Secretary, any Assistant Secretary, any Senior
      Vice President or any Vice President of the Company.




“Banks”
      means the financial institutions listed on the signature pages of this Agreement
      and their respective successors and assigns.




“Borrowing
      Date” means a date on which an Advance is made hereunder.




“Borrowing
      Notice” is defined in Section
      2.2.3 .




“Business
      Day” means (i) with respect to any borrowing, payment or rate selection of
      Eurodollar Advances, a day other than Saturday or Sunday on which banks are
      open
      for business in Chicago and New York and on which dealings in United States
      dollars are carried on in the London interbank market and (ii) for all other
      purposes, a day other than Saturday or Sunday on which banks are open for
      business in Chicago.




“Capitalized
      Lease” of a Person means any lease of property by such Person as lessee which
      would be capitalized on a balance sheet of such Person.




“Capitalized
      Lease Obligations” of a Person means the amount of the obligations of such
      Person under Capitalized Leases which would be shown as a liability on a balance
      sheet of such Person.




“Code”
      means the Internal Revenue Code of 1986.




“Collateral
      Shortfall Amount” is defined in Section
      8.1 .




“Commitment”
      means, for each Bank, the obligation of such Bank to make Loans to, and to
      participate in Facility LCs issued upon the application of, the Company in
      an
      aggregate amount not exceeding the amount set forth opposite its signature
      below
      or assumed by such Bank pursuant to an assignment, as such amount may be
      modified from time to time pursuant to the terms of this Agreement.






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“Company”
      means MidAmerican Energy Company, an Iowa corporation, and its successors and
      assigns.




“Consolidated
      Debt” means all Indebtedness of the Company and its Subsidiaries determined on a
      consolidated basis.




“Consolidated
      Net Worth” means, as at any date of determination, the sum of the capital stock
      and additional paid-in capital *plus* retained
      earnings (or *minus* accumulated
      deficit) *plus* preferred securities of the Company and its Subsidiaries on a consolidated
      basis.




“Contingent
      Obligation” of a Person means any agreement, undertaking or arrangement by which
      such Person assumes, guarantees, endorses, contingently agrees to purchase
      or
      provide funds for the payment of, or otherwise becomes or is contingently liable
      upon, the obligation or liability of any other Person, or agrees to maintain
      the
      net worth or working capital or other financial condition of any other Person,
      or otherwise assures any creditor of such other Person against loss, including
      any comfort letter, operating agreement or take-or-pay contract and shall
      include the contingent liability of such Person in connection with any
      application for a letter of credit.




“Controlled
      Group” means all members of a controlled group of corporations and all trades or
      businesses (whether or not incorporated) under common control which, together
      with the Company or any Subsidiary, are treated as a single employer under
      Section 414(b) or 414(c) of the Code.




“Conversion/Continuation
      Notice” is defined in Section
      2.2.4 .




“Credit
      Extension” means the making of an Advance or the issuance of a Facility
      LC.




“Credit
      Extension Date” means the Borrowing Date for an Advance or the issuance date for
      a Facility LC.




“Default”
      means an event described in Article
      VII .




“ERISA”
      means the Employee Retirement Income Security Act of l974.




“Eurodollar
      Advance” means an Advance which bears interest at a Eurodollar Rate as requested
      by the Company pursuant to Section
      2.2 .




“Eurodollar
      Base Rate” means, with respect to a Eurodollar Advance for the relevant Interest
      Period, the applicable British Bankers’ Association LIBOR rate for deposits in
      U.S. dollars as reported by any generally recognized financial service as of
      11:00 a.m. (London time) two Business Days prior to the first day of such
      Interest Period, and having a maturity equal to such Interest Period; provided that
      if
      no such British Bankers’ Association LIBOR rate is available to the
      Administrative Agent for any reason, the applicable Eurodollar Base Rate for
      the
      relevant Interest Period shall instead be the rate determined by the
      Administrative Agent to be the rate at which JPMorgan or one of its affiliate
      banks offers to place deposits in U.S. dollars with first-class banks in the
      London interbank market at approximately 11:00 a.m. (London time) two Business
      Days prior to the first day of such Interest Period, in the approximate amount
      of JPMorgan’s relevant Eurodollar Loan and having a maturity equal to such
      Interest Period.






3




“Eurodollar
      Loan” means a Loan which bears interest at a Eurodollar Rate as requested by the
      Company pursuant to Section
      2.2 .




“Eurodollar
      Rate” means, with respect to a Eurodollar Advance for the relevant Interest
      Period, the sum of (i) the quotient of (a) the Eurodollar Base Rate applicable
      to that Interest Period, divided by (b) one minus the Reserve Requirement
      (expressed as a decimal) applicable to that Interest Period, plus (ii) the
      Applicable Margin. The Eurodollar Rate shall be rounded, if necessary, to the
      next higher 1/100 of 1%.




“Existing
      Agreement” means the Credit Agreement dated as of January 15, 2004 among the
      Company, various financial institutions and JPMorgan (as successor to Bank
      One,
      NA), as Administrative Agent.




“Facility
      Fee Rate” - see Schedule
      I .




“Facility
      LC” is defined in Section
      2.7.1 .




“Facility
      LC Application” is defined in Section
      2.7.3 .




“Facility
      LC Collateral Account” is defined in Section
      2.7.11 .




“FERC”
      means the Federal Energy Regulatory Commission or any other federal regulatory
      body that succeeds to the functions of the Federal Energy Regulatory
      Commission.




“Federal
      Funds Effective Rate” means, for any period, a fluctuating interest rate per
      annum equal for each day during such period to (i) the weighted average of
      the
      rates on overnight federal funds transactions with members of the Federal
      Reserve System arranged by federal funds brokers, as published for such day
      (or,
      if such day is not a Business Day, for the preceding Business Day) by the
      Federal Reserve Bank of New York; or (ii) if such rate is not so published
      for
      any day which is a Business Day, the average of the quotations at approximately
      10 a.m. for such day on such transactions received by the Administrative Agent
      from three federal funds brokers of recognized standing selected by
      it.




“Floating
      Rate” means, for any day, a rate per annum equal to the Alternate Base Rate,
      changing when and as the Alternate Base Rate changes.




“Floating
      Rate Advance” means an Advance which bears interest at the Floating
      Rate.




“Floating
      Rate Loan” means a Loan which bears interest at the Floating Rate.




“FRB”
      means the Board of Governors of the Federal Reserve System.




“GAAP”
is
      defined in Section
      1.3 .






4




“Indebtedness”
      of a Person means such Person’s (i) obligations for borrowed money, (ii)
      obligations representing the deferred purchase price of property or services
      other than accounts payable arising in the ordinary course of such Person’s
      business payable on terms customary in the trade, (iii) obligations, whether
      or
      not assumed, secured by liens on, or payable out of the proceeds or production
      from, property now or hereafter owned or acquired by such Person, (iv)
      obligations which are evidenced by notes, acceptances, or other instruments,
      (v)
      Capitalized Lease Obligations, (vi) net liabilities under interest rate swap,
      exchange or cap agreements, and (vii) all Contingent Obligations of such
      Person.




“Interest
      Period” means, with respect to a Eurodollar Advance, a period of one, two, three
      or six months commencing on a Business Day selected by the Company pursuant
      to
      this Agreement. Such Interest Period shall end on (but exclude) the day which
      corresponds numerically to such date one, two, three or six months thereafter,
      provided that if there is no such numerically corresponding day in such next,
      second, third or sixth succeeding month, such Interest Period shall end on
      the
      last Business Day of such next, second, third or sixth succeeding month. If
      an
      Interest Period would otherwise end on a day which is not a Business Day, such
      Interest Period shall end on the next succeeding Business Day, provided that
      if
      said next succeeding Business Day falls in a new month, such Interest Period
      shall end on the immediately preceding Business Day.




“JPMorgan”
      means JPMorgan Chase Bank, N.A. in its individual capacity, and its successors
      and assigns.




“LC
      Fee
      Rate” - see Schedule
      I .




“LC
      Issuer” means JPMorgan (or any subsidiary or affiliate of JPMorgan designated by
      JPMorgan) in its capacity as issuer of Facility LCs hereunder.




“LC
      Obligations” means, at any time, the sum, without duplication, of (i) the
      aggregate undrawn stated amount under all Facility LCs outstanding at such
      time
      plus (ii) the aggregate unpaid amount of all Reimbursement Obligations at such
      time.




“LC
      Payment Date” is defined in Section
      2.7.5 .




“Lending
      Installation” means any office, branch, subsidiary or affiliate of any Bank or
      the Administrative Agent.




“Loan”
      means, with respect to a Bank, such Bank’s portion of any Advance.




“Loan
      Documents” means this Agreement, any Note and the Facility LC
      Applications.




“Midwest
      Power Indenture” means the General Mortgage Indenture and Deed of Trust dated as
      of January 1, 1993 between Midwest Power Systems Inc. and Morgan Guaranty Trust
      Company of New York (Harris Trust and Savings Bank, successor trustee), as
      trustee, and indentures supplemental thereto.




“Modify”
      and “Modification” are defined in Section
      2.7.1 .






5






“Moody’s”
      means Moody’s Investors Service, Inc., or any successor thereto.




“Moody’s
      Rating” means at any time the rating issued by Moody’s and then in effect with
      respect to the Company’s senior unsecured long-term debt securities without
      third-party credit enhancement (it being understood that if the Company does
      not
      have any outstanding debt securities of the type described above but has an
      indicative rating from Moody’s for debt securities of such type, then such
      indicative rating shall be used for determining the “Moody’s
      Rating”).




“Multiemployer
      Plan” means a Plan maintained pursuant to a collective bargaining agreement or
      any other arrangement to which the Company or any member of the Controlled
      Group
      is a party to which more than one employer is obligated to make
      contributions.




“Note”
      means a promissory note in substantially the form of Exhibit
      A .




“Obligations”
      means all unpaid principal of and accrued and unpaid interest on the Loans,
      all
      Reimbursement Obligations, all accrued and unpaid fees and all other
      reimbursements, indemnities or other obligations of the Company to any Bank,
      the
      LC Issuer, the Administrative Agent or any indemnified party hereunder arising
      under the Loan Documents.




“Outstanding
      Credit Exposure” means, as to any Bank at any time, the sum of (i) the aggregate
      principal amount of its Loans outstanding at such time plus (ii) an amount
      equal
      to its Pro Rata Share of the LC Obligations at such time.




“Payment
      Date” means the last day of each March, June, September and
      December.




“PBGC”
      means the Pension Benefit Guaranty Corporation and its successors and
      assigns.




“Permitted
      Encumbrance” means:




(i)
      (a)
      any mortgage, pledge or other lien or encumbrance on any property hereafter
      acquired or constructed by the Company or a Subsidiary, or on which property
      so
      constructed is located, and created prior to, contemporaneously with or within
      360 days after, such acquisition or construction or the commencement of
      commercial operation of such property to secure or provide for the payment
      of
      any part of the purchase or construction price of such property, (b) any
      property subject to any mortgage, pledge, or other lien or encumbrance upon
      such
      property existing at the time of acquisition thereof by the Company or any
      Subsidiary, whether or not assumed by the Company or such Subsidiary, (c) any
      mortgage, pledge or other lien or encumbrance existing on the property, shares
      of stock, membership interests or indebtedness of a corporation or limited
      liability company at the time such corporation or limited liability company
      becomes a Subsidiary or any pledge of the shares of stock or membership
      interests of such corporation or limited liability company prior to,
      contemporaneously with or within 360 days after such corporation or limited
      liability company becomes a Subsidiary to secure or provide for the payment
      of
      any part of the purchase price of such stock or membership interests or (d)
      any
      conditional sales agreement or other title retention agreement with respect
      to
      any property hereafter acquired or constructed; provided that, in
      the case of clauses
      (a) through (d) ,
      the
      lien of any such mortgage, pledge or other lien does not spread to property
      owned prior to such acquisition or construction or to other property thereafter
      acquired or constructed other than additions to such acquired or constructed
      property and other than property on which property so constructed is located;
      and provided , further ,
      that if
      a firm commitment from a bank, insurance company or other lender or investor
      (not including the Company, a Subsidiary or an Affiliate of the Company) for
      the
      financing of the acquisition or construction of property is made prior to,
      contemporaneously with or within the 360-day period referred to above, the
      applicable mortgage, pledge, lien or encumbrance shall be deemed to be permitted
      by this clause
      (i) whether
      or not created or assumed within such period;






6




(ii)  any
      mortgage, pledge or other lien or encumbrance created for the sole purpose
      of
      extending, renewing or refunding any mortgage, pledge, lien or encumbrance
      permitted by clause
      (i) above; provided that the
      principal amount of indebtedness secured thereby shall not exceed the principal
      amount of indebtedness so secured at the time of such extension, renewal or
      refunding and that such extension, renewal or refunding mortgage, pledge or
      other lien or encumbrance shall be limited to all or any part of the same
      property that secured the mortgage, pledge or other lien or encumbrance
      extended, renewed or refunded;




(iii)  any
      lien
      for taxes or assessments or governmental charges or levies not then due and
      delinquent or the validity of which is being contested in good faith, and
      against which an adequate reserve has been established; any lien on any property
      created in connection with pledges or deposits to secure public or statutory
      obligations or to secure performance in connection with bids or contracts;
      any
      materialmen’s, mechanics’, carrier’s, workmen’s, repairmen’s or other similar
      lien or any lien on any property created in connection with deposits to obtain
      the release of any such lien; any lien on any property created in connection
      with deposits to secure surety, stay, appeal or customs bonds; any lien created
      by or resulting from any litigation or legal proceeding which is currently
      being
      contested in good faith by appropriate proceedings; any lease and any lien,
      right of reverter or other possessory right of the lessor thereunder; any zoning
      restriction, easement, right-of-way or other restriction on the use of real
      property or any minor irregularity in the title thereto; and any other lien
      or
      encumbrance similar to those described in this clause
      (iii) ,
      the
      existence of which, in the opinion of the board of directors of the Company,
      does not materially impair the use by the Company or a Subsidiary of the
      affected property in the operation of the business of the Company or a
      Subsidiary, or the value of such property for the purposes of such business;




(iv)  any
      mortgage, pledge or other lien or encumbrance created after the date hereof
      on
      any property leased to or purchased by the Company or a Subsidiary after that
      date and securing, directly or indirectly, obligations issued by a state, a
      territory or a possession of the United States, or any political subdivision
      of
      any of the foregoing, or the District of Columbia, to finance the cost of
      acquisition or cost of construction of such property; provided that the interest
      paid on such obligations is entitled to be excluded from gross income of the
      recipient pursuant to Section 103(a)(1) of the Internal Revenue Code of 1986
      (or
      any successor to such provision), as in effect at the time of the issuance
      of
      such obligations;




(v)  any
      mortgage, pledge or other lien or encumbrance on any property now owned or
      hereafter acquired or constructed by the Company or a Subsidiary, or on which
      property so owned, acquired or constructed is located, to secure or provide
      for
      the payment of any part of the construction price or cost of improvements of
      such property, and created prior to, contemporaneously with or within 360 days
      after, such construction or improvement; provided that if
      a firm commitment from a bank, insurance company or other lender or investor
      (not including the Company, a Subsidiary or an Affiliate of the Company) for
      the
      financing of the acquisition or construction of property is made prior to,
      contemporaneously with or within the 360-day period hereinabove referred to,
      the
      applicable mortgage, pledge, lien or encumbrance shall be deemed to be permitted
      by this clause
      (v) whether
      or not created or assumed within such period; and






7




(vi)  any
      mortgage, pledge or other lien or encumbrance not otherwise described in clauses
      (i) through (v) ; provided that the
      aggregate amount of indebtedness secured by all such mortgages, pledges, liens
      or encumbrances does not exceed the greater of (a) $100,000,000 and (b) 10%
      of
      total shareholders’ equity of the Company and its consolidated Subsidiaries as
      of the end of the most recently completed fiscal quarter of the Company for
      which financial information is then available.




“Person”
      means any corporation, natural person, firm, joint venture, partnership, trust,
      limited liability company, unincorporated organization, enterprise, government
      or any department or agency of any government.




“Plan”
      means an employee pension benefit plan which is covered by Title IV of ERISA
      or
      subject to the minimum funding standards under Section 412 of the Code as to
      which the Company or any member of the Controlled Group may have any
      liability.




“Prime
      Rate” means a rate per annum equal to the prime rate of interest announced from
      time to time by JPMorgan (which is not necessarily the lowest rate charged
      to
      any customer), changing when and as said prime rate changes.




“Principal
      Facility” means the real property, fixtures, machinery and equipment relating to
      any facility owned by the Company or any Subsidiary, except any facility that
      is
      not of material importance to the business conducted by the Company and its
      Subsidiaries, taken as a whole.




“Pro
      Rata
      Share” means, with respect to a Bank, a percentage equal to such Bank’s
      Commitment divided by the Aggregate Commitment.




“Rate
      Option” means the Eurodollar Rate or the Floating Rate.




“Regulated
      Subsidiary” means any Subsidiary that owns or operates facilities used for the
      generation, transmission or distribution of electric energy and is subject
      to
      the jurisdiction of any governmental authority of the United States or any
      state
      or political subdivision thereof, as to any of its: rates; services; accounts;
      issuances of securities; affiliate transactions; or construction, acquisition
      or
      sale of any such facilities, except that any "exempt wholesale generator",
      as
      defined in 15 USC 79z-5a(a)(1), “qualifying facility”, as defined in 18 CFR
      292.101(b)(1), “foreign utility company”, as defined in 15 USC 79z-5b(a)(3), and
“power marketer”, as defined in NORTHWEST POWER MARKETING COMPANY, L.L.C., 75
      FERC PARA 61,281, shall not be a Regulated Subsidiary.






8




“Regulation
      D” means Regulation D of the FRB.




“Regulation
      U” means Regulation U of the FRB.




“Regulation
      X” means Regulation X of the FRB.




“Reimbursement
      Obligations” means, at any time, the aggregate of all obligations of the Company
      then outstanding under Section
      2.7 to
      reimburse the LC Issuer for amounts paid by the LC Issuer in respect of any
      one
      or more drawings under Facility LCs.




“Reportable
      Event” means a reportable event as defined in Section 4043 of ERISA and the
      regulations issued under such section, with respect to a Plan, excluding,
      however, such events as to which the PBGC by regulation waived the requirement
      of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence
      of such event, provided that a failure to meet the minimum funding standard
      of
      Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event
      regardless of the issuance of any such waivers in accordance with either Section
      4043(a) of ERISA or Section 412(d) of the Code.




“Required
      Banks” means Banks in the aggregate having more than 50% of the Aggregate
      Commitment or, if the Aggregate Commitment has been terminated, Banks in the
      aggregate holding more than 50% of the Aggregate Outstanding Credit
      Exposure.




“Reserve
      Requirement” means, with respect to an Interest Period, the maximum aggregate
      reserve requirement (including all basic, supplemental, marginal and other
      reserves) which is imposed under Regulation D on Eurocurrency
      liabilities.




“S&P”
      means Standard & Poor’s Rating Services, a division of The McGraw-Hill
      Companies, Inc., or any successor thereto.




“S&P
      Rating” means at any time the rating issued by S&P and then in effect with
      respect to the Company’s senior unsecured long-term debt securities without
      third-party credit enhancement (it being understood that if the Company does
      not
      have any outstanding debt securities of the type described above but has an
      indicative rating from S&P for debt securities of such type, then such
      indicative rating shall be used for determining the “S&P
      Rating”).




“Single
      Employer Plan” means a Plan maintained by the Company or any member of the
      Controlled Group for employees of the Company or any member of the Controlled
      Group.




“Subsidiary”
      means any corporation more than 50% of the outstanding voting securities of
      which shall at the time be owned or controlled, directly or indirectly, by
      the
      Company or by one or more Subsidiaries or by the Company and one or more
      Subsidiaries, or any similar business organization which is so owned or
      controlled.






9




“Syndication
      Agent” means Union Bank of California, N.A., in its capacity as syndication
      agent hereunder, and not in its individual capacity as a Bank.




“Tax-Exempt
      Bonds” means the following:




(i)  the
      City
      of Council Bluffs, Iowa Pollution Control Refunding Revenue Bonds (Iowa-Illinois
      Gas and Electric Company Project), Series 1995 in the original aggregate
      principal amount of $12,750,000;




(ii)  the
      Illinois Development Finance Authority Pollution Control Refunding Revenue
      Bonds
      (Iowa-Illinois Gas and Electric Project), Series 1993 in the original aggregate
      principal amount of $4,200,000;




(iii)  the
      City
      of Chillicothe, Iowa Pollution Control Refunding Revenue Bonds (Iowa-Illinois
      Gas and Electric Project), Series 1993 in the original aggregate principal
      amount of $6,850,000;




(iv)  $21,895,000
      City of Salix, Iowa Pollution Control Refunding Revenue Bonds (Midwest Power
      Systems Inc. Project), Series 1993;




(v)  $6,400,000
      City of Chillicothe, Iowa Pollution Control Refunding Revenue Bonds (Midwest
      Power Systems Inc. Project), Series 1993A;




(vi)  $34,900,000
      Louisa County, Iowa Adjustable Tender Pollution Control Refunding Revenue Bonds
      (Midwest Power Systems Inc. Project), Series 1994;




(vii)  $29,500,000
      Louisa County, Iowa Customized Purchase Pollution Control Revenue Refunding
      Bonds (Iowa-Illinois Gas and Electric Company Project), Series
      1986A;




(viii)
      $3,900,000 Louisa County, Iowa Customized Purchase Pollution Control Revenue
      Refunding Bonds (Iowa-Illinois Gas and Electric Company Project), Series 1987;
      and




(ix)  any
      tax-exempt bonds issued to replace or refund the bonds referred to in clauses
      (i) through (viii) above.




“Termination
      Date” means the earliest to occur of (i) November 18, 2009, (ii) the date on
      which the Aggregate Commitment is reduced to zero or terminated in accordance
      with the terms hereof and (iii) the date as of which the Company is no longer
      authorized to maintain outstanding Credit Extensions hereunder by
      FERC.




“Unfunded
      Liabilities” means, (i) in the case of Single Employer Plans, the amount (if
      any) by which the present value of all vested nonforfeitable benefits under
      such
      Plan exceeds the fair market value of all Plan assets allocable to such
      benefits, all determined as of the then most recent valuation date for such
      Plans, and (ii) in the case of Multiemployer Plans, the withdrawal liability
      that would be incurred by the Controlled Group if all members of the Controlled
      Group completely withdrew from all Multiemployer Plans.






10




“Unmatured
      Default” means an event which but for the lapse of time or the giving of notice,
      or both, would constitute a Default.




“Utilization
      Fee Rate” - see Schedule
      I .




“Wholly-Owned
      Subsidiary” means any Subsidiary all of the outstanding voting securities of
      which shall at the time be owned or controlled, directly or indirectly, by
      the
      Company or one or more Wholly-Owned Subsidiaries, or by the Company and one
      or
      more Wholly-Owned Subsidiaries, or any similar business organization which
      is so
      owned or controlled.




1.2  Interpretation .




(i)  Definitions
      shall be equally applicable to both the singular and plural forms of the defined
      terms.




(ii)  The
      words
“include,” “includes” and “including” shall be deemed to be followed by the
      phrase “without limitation.”




(iii)  In
      the
      computation of periods of time from a specified date to a later specified date,
      the word “from” means “from and including”; the words “to” and “until” each mean
“to but excluding”, and the word “through” means “to and
      including.”




(iv)  Unless
      otherwise expressly provided herein, (x) references to agreements (including
      this Agreement) and other contractual instruments shall be deemed to include
      all
      subsequent amendments and other modifications thereto, but only to the extent
      such amendments and other modifications are not prohibited by the terms of
      any
      Loan Document, and (y) references to any statute or regulation are to be
      construed as including all statutory and regulatory provisions consolidating,
      amending, replacing, supplementing or interpreting the statute or
      regulation.




(v)  Unless
      otherwise specified, (x) any reference to a particular time of day shall mean
      such time in Chicago, Illinois; and (y) any reference to an Article, Section,
      Exhibit or Schedule means an Article or Section of, or an Exhibit or Schedule
      to, this Agreement.




1.3  Accounting
      Terms .
      Unless
      otherwise specified herein, all accounting terms not specifically defined herein
      shall be construed in accordance with generally accepted accounting principles
      as in effect from time to time (“GAAP”). If any change in GAAP occurs after the
      date hereof that would result in a change in the method of calculation of any
      financial covenant, test, restriction or standard herein or in any related
      definition (an “Accounting Change”), the parties hereto agree to enter into
      negotiations, in good faith, in order to amend such provision in a credit
      neutral manner so as to reflect equitably such change with the desired result
      that the criteria for evaluating the Company’s and its Subsidiaries’ financial
      condition shall be the same after such changes as if such changes had not been
      made; provided that,
      until such provision is amended in a manner reasonably satisfactory to the
      Company and the Required Banks, no Accounting Change shall be given effect
      in
      such calculations.






11




**ARTICLE
      II**




**THE
      FACILITY**


2.1  The
      Facility .




2.1.1  Description
      of Facility .
      The
      Banks and the LC Issuer grant to the Company a revolving credit facility
      pursuant to which, and upon the terms and subject to the conditions herein
      set
      out, (a) each Bank severally agrees, on the terms and conditions set forth
      in
      this Agreement, to (i) make Loans to the Company and (ii) participate in
      Facility LCs issued upon the request of the Company and (b) the LC Issuer agrees
      to issue Facility LCs upon the request of the Company on the terms and
      conditions set forth in this Agreement.




2.1.2  Facility
      Amount .
      In no
      event may (i) the Aggregate Outstanding Credit Exposure exceed the Aggregate
      Commitment or (ii) any Bank’s Outstanding Credit Exposure exceed such Bank’s
      Commitment.




2.1.3  Availability
      of Facility .
      Subject
      to the terms hereof, the facility is available from the date hereof to the
      Termination Date. Subject to the terms of this Agreement, the Company may
      borrow, repay and reborrow at any time prior to the Termination
      Date.




2.2  Advances .




2.2.1  Advances .
      Each
      Advance hereunder shall consist of borrowings made from the several Banks
      ratably in accordance with their respective Pro Rata Shares.




2.2.2  Rate
      Options .
      The
      Advances may be Floating Rate Advances or Eurodollar Advances, or a combination
      thereof, selected by the Company in accordance with Section
      2.2.3 .
      No
      Advance may mature after the scheduled Termination Date.




2.2.3  Method
      of Selecting Rate Options and Interest Periods for Advances .
      The
      Company shall select the Rate Option and Interest Period applicable to each
      Advance from time to time. The Company shall give the Administrative Agent
      irrevocable notice (a “Borrowing Notice”) not later than 10:00 a.m. on the
      Borrowing Date of each Floating Rate Advance and three Business Days before
      the
      Borrowing Date for each Eurodollar Advance. A Borrowing Notice shall
      specify:




(i)  the
      Borrowing Date, which shall be a Business Day, of such Advance,






12




(ii)  the
      aggregate amount of such Advance,




(iii)  the
      Rate
      Option selected for such Advance, and




(iv)  in
      the
      case of each Eurodollar Advance, the Interest Period applicable thereto (which
      may not end after the scheduled Termination Date).




2.2.4  Conversion
      and Continuation of Outstanding Advances .
      Floating Rate Advances shall continue as Floating Rate Advances unless and
      until
      such Floating Rate Advances are converted into Eurodollar Advances. Each
      Eurodollar Advance shall continue as a Eurodollar Advance until the end of
      the
      then applicable Interest Period therefor, at which time such Eurodollar Advance
      shall be automatically converted into a Floating Rate Advance unless, subject
      to
      the immediately following sentence, the Company shall have given the
      Administrative Agent a Conversion/Continuation Notice requesting that, at the
      end of such Interest Period, such Eurodollar Advance either continue as a
      Eurodollar Advance for the same or another Interest Period or be converted
      into
      a Floating Rate Advance. Subject to the terms of Section
      2.4.2 and the
      immediately preceding sentence, the Company may elect from time to time to
      convert all or any part of an Advance accruing interest at any Rate Option
      into
      an Advance accruing interest at any other Rate Option; provided that any
      conversion of any Eurodollar Advance shall be made on, and only on, the last
      day
      of the Interest Period applicable thereto. The Company shall give the
      Administrative Agent irrevocable notice (a “Conversion/ Continuation Notice”) of
      each conversion of an Advance or continuation of a Eurodollar Advance not later
      than 10:00 a.m. on the effective date of such conversion, in the case of a
      conversion into a Floating Rate Advance, or three Business Days, in the case
      of
      a conversion into or continuation of a Eurodollar Advance, prior to the date
      of
      the requested conversion or continuation, specifying:




(i)  the
      requested date, which shall be a Business Day, of such conversion or
      continuation;




(ii)  the
      aggregate amount and Rate Option of the Advance which is to be converted or
      continued; and




(iii)  the
      amount of and Rate Option for the Advance(s) into which such Advance is to
      be
      converted or continued and, in the case of a conversion into or continuation
      of
      a Eurodollar Advance, the duration of the Interest Period applicable
      thereto.




2.3  Fees .




2.3.1  Facility
      Fee .
      The
      Company hereby agrees to pay to the Administrative Agent for the account of
      each
      Bank a facility fee at a rate per annum equal to the Facility Fee Rate on such
      Bank’s Pro Rata Share of the Aggregate Commitment (or, after termination of the
      Commitments, on such Bank’s Outstanding Credit Exposure), for the period from
      the date of this Agreement through the Termination Date (or such later date
      on
      which all Obligations are paid in full and all Letters of Credit have expired
      or
      terminated), payable in arrears on each Payment Date and on the Termination
      Date
      (and, if applicable, thereafter on demand) for any period then ending for which
      such fee shall not have been theretofore paid.






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2.3.2  Administrative
      Agent’s Fees and Arrangers’ Fees .
      The
      Company agrees to pay to the Administrative Agent and the Arrangers for their
      own respective accounts such additional fees as the Administrative Agent, the
      Arrangers and the Company may agree upon from time to time.




2.3.3  Upfront
      Fee .
      Concurrently with the execution of this Agreement, the Company agrees to pay
      the
      Administrative Agent for the account of each Bank an upfront fee in the amount
      previously agreed to among the Company, the Arrangers and such
      Bank.




2.3.4  Utilization
      Fee .
      The
      Company agrees to pay to the Administrative Agent for the account of each Bank
      a
      utilization fee at a rate per annum equal to the Utilization Fee Rate on such
      Bank’s Outstanding Credit Exposure for each day on which the Aggregate
      Outstanding Credit Exposure exceeds 50% of the Aggregate Commitment, payable
      on
      each Payment Date and on the Termination Date (and, if applicable, thereafter
      on
      demand) for any period then ending for which such fee shall not have been
      theretofore paid.




2.4  General
      Facility Terms .




2.4.1  Method
      of Borrowing .
      Not
      later than noon on each Borrowing Date, each Bank shall make available its
      Loan
      or Loans in funds immediately available in Chicago, to the Administrative Agent
      at its address specified pursuant to Article
      XIII .
      The
      Administrative Agent shall promptly initiate a transfer of the funds so received
      from the Banks to such account with a domestic bank as the Company may
      designate.




2.4.2  Minimum
      Amount of Each Advance .
      Each
      Advance shall be in the minimum amount of $5,000,000 (and in integral multiples
      of $1,000,000 if in excess thereof); provided that any
      Floating Rate Advance may be in the aggregate amount of the unused Aggregate
      Commitment.




2.4.3  Payment
      on the Termination Date .
      The
      Company shall pay all outstanding Advances in full on the Termination
      Date.




2.4.4  Optional
      Principal Payments .
      The
      Company may from time to time pay all outstanding Floating Rate Advances, or,
      in
      a minimum aggregate amount of $5,000,000 (and in multiples of $1,000,000 if
      in
      excess thereof), any portion of the outstanding Floating Rate Advances upon
      one
      Business Day’s prior notice to the Administrative Agent (except that, if at any
      time Floating Rate Advances are made pursuant to Section
      2.7.6 to
      refinance any Reimbursement Obligation, the next prepayment of Floating Rate
      Advances shall be in an amount so that the aggregate outstanding principal
      amount of all Floating Rate Advances is either (a) zero or (b) a principal
      amount of $5,000,000 or multiples of $1,000,000 in excess thereof). The Company
      may from time to time pay any outstanding Eurodollar Advance or, in a minimum
      aggregate amount of $5,000,000 (and in multiples of $1,000,000 if in excess
      thereof), any portion of any outstanding Eurodollar Advance upon three Business
      Day’s prior notice to the Administrative Agent, provided that the
      Company shall be obligated to reimburse the Banks pursuant to Section
      3.3 if such
      prepayment is made on any day other than the last day of an Interest Period
      for
      such Eurodollar Advance.






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2.4.5  Interest
      Rates and Periods .
      Subject
      to the provisions of Section
      2.4.6 ,
      (a)
      each Floating Rate Advance shall bear interest from the date of the making
      thereof to the date of payment thereof or conversion thereof to a Eurodollar
      Advance at the Floating Rate as in effect from time to time and (b) each
      Eurodollar Advance shall bear interest from the first day of the Interest Period
      applicable thereto to the last day of such Interest Period at the interest
      rate
      determined as applicable to such Interest Period. The Company shall not request
      a Eurodollar Advance if, after giving effect to the requested Eurodollar
      Advance, more than 15 separate Eurodollar Advances would be
      outstanding.




2.4.6  Rate
      after Maturity .
      Except
      as provided in the next sentence, any Advance or Reimbursement Obligation not
      paid at maturity, whether by acceleration or otherwise, shall bear interest
      until paid in full at a rate per annum equal to the Alternate Base Rate plus
      2%
      per annum. In the case of a Eurodollar Advance the maturity of which is
      accelerated, such Eurodollar Advance shall bear interest for the remainder
      of
      the applicable Interest Period, at the higher of the rate otherwise applicable
      to such Interest Period plus 2% per annum or the Prime Rate plus 2% per
      annum.




2.4.7  Payment
      Dates; Interest and Fee Basis .
      Interest accrued on each Floating Rate Advance shall be payable on each Payment
      Date, on the Termination Date and thereafter on demand. Interest accrued on
      each
      Eurodollar Advance shall be payable on the last day of its applicable Interest
      Period, on any date on which such Advance is prepaid, whether due to
      acceleration or otherwise, on the Termination Date and thereafter on demand.
      Interest accrued on each Eurodollar Advance having an Interest Period longer
      than three months shall also be payable on the last day of each three-month
      interval during such Interest Period. Interest on Floating Rate Advances when
      such interest is based on the Prime Rate shall be calculated for the actual
      number of days elapsed on the basis of a year consisting of 365 or, when
      appropriate, 366 days. All other interest and all fees under Section
      2.3 shall be
      calculated for the actual number of days elapsed on the basis of a year
      consisting of 360 days. Interest shall be payable for the day an Advance is
      made
      but not for the day of any payment on the amount paid if payment is received
      prior to noon at the place of payment. If any payment of principal of or
      interest on an Advance, or any other amount payable hereunder, shall become
      due
      on a day which is not a Business Day, such payment shall be made on the next
      succeeding Business Day and, in the case of a principal payment, such extension
      of time shall be included in computing interest in connection with such
      payment.






15




2.4.8  Method
      of Payment .
      Except
      as otherwise specifically provided in this Agreement, all payments of principal,
      interest and fees hereunder shall be made without setoff, deduction or
      counterclaim in immediately available funds to the Administrative Agent at
      the
      Administrative Agent’s address specified pursuant to Article
      XIII or at
      any other Lending Installation of the Administrative Agent within the United
      States specified in writing by the Administrative Agent to the Company (at
      least
      one Business Day prior to the applicable due date). All such payments shall
      be
      made by noon on the date when due and shall be applied (i) first, to any unpaid
      Reimbursement Obligations and interest thereon, ratably among the holders
      thereof in accordance with the amount thereof held by each such holder, (ii)
      second, to any principal and interest due in connection with Advances, ratably
      among the Banks in accordance with their respective Pro Rata Shares, and (iii)
      third, to any other Obligations that are then due, ratably among the Banks
      in
      accordance with their respective Pro Rata Shares. Each payment delivered to
      the
      Administrative Agent for the account of any Bank or the LC Issuer shall be
      delivered by the Administrative Agent to such Bank or the LC Issuer in the
      same
      type of funds which the Administrative Agent received at such Bank’s or the LC
      Issuer’s address specified pursuant to Article
      XIII or at
      any Lending Installation specified in a notice received by the Administrative
      Agent from such Bank. Any payment to be delivered by the Administrative Agent
      pursuant to the foregoing sentence shall be delivered (a) if the corresponding
      payment was received by the Administrative Agent by noon on a Business Day,
      on
      such Business Day, and (b) otherwise, on the Business Day immediately following
      the Administrative Agent’s receipt of the corresponding payment. The Company
      authorizes the Administrative Agent to charge the account of the Company for
      each payment of principal, Reimbursement Obligations and interest as it becomes
      due hereunder. Any payment made by the Company prior to a date when due shall
      be
      applied as the Company may determine; provided that,
      except as otherwise provided herein, any such payment shall be applied ratably
      among the Banks in accordance with their respective Pro Rata Shares. Each
      reference to the Administrative Agent in this Section
      2.4 shall
      also be deemed to refer, and shall apply equally, to the LC Issuer, in the
      case
      of payments required to be made by the Company to the LC Issuer pursuant to Section
      2.7.6 .




2.4.9  Evidence
      of Indebtedness; Telephonic Notices .




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




(ii)  The
      Administrative Agent shall also maintain accounts in which it will record (a)
      the amount of each Loan made hereunder, the type thereof and the Interest Period
      with respect thereto, (b) the amount of any principal or interest due and
      payable or to become due and payable from the Company to each Bank hereunder,
      (c) the original stated amount of each Facility LC and the amount of LC
      Obligations outstanding at any time and (d) the amount of any sum received
      by
      the Administrative Agent hereunder from the Company and each Bank’s share
      thereof.






16




(iii)  The
      entries maintained in the accounts maintained pursuant to clauses
      (i) and (ii) above
      shall be prima facie evidence of the existence and amounts of the Obligations
      therein recorded; provided that the failure of the Administrative Agent or
      any
      Bank to maintain such accounts or any error therein shall not in any manner
      affect the obligation of the Company to repay the Obligations in accordance
      with
      their terms.




(iv)  Any
      Bank
      may request that its Loans be evidenced by a Note. In such event, the Company
      shall execute and deliver to such Bank a Note payable to the order of such
      Bank.
      Each Bank is authorized to record on the schedule attached to its Note, or
      otherwise record in accordance with its usual practice, the date and amount
      of
      each Loan made by such Bank; provided that any
      failure to so record shall not affect the Company’s obligations under any Note.




(v)  The
      Company authorizes the Banks and the Administrative Agent to extend Advances
      and
      effect Rate Option selections based on telephonic notices made by any person
      the
      Administrative Agent or any Bank in good faith believes to be an Authorized
      Officer. The Company agrees to deliver promptly to the Administrative Agent
      a
      written confirmation of each telephonic notice signed by an Authorized Officer.
      If the written confirmation differs in any material respect from the action
      taken by the Administrative Agent and the Banks, the records of the
      Administrative Agent and the Banks shall govern absent manifest
      error.




2.4.10  Notification
      of Advances, Interest Rates and Prepayments .
      The
      Administrative Agent will notify each Bank of the contents of each borrowing
      notice and payment notice received by it hereunder promptly and in any event
      before the close of business on the same Business Day of receipt thereof (or,
      in
      the case of borrowing notices with respect to Floating Rate Advances, within
      one
      hour of receipt thereof). Promptly after notice from the LC Issuer, the
      Administrative Agent will notify each Bank of the contents of each request
      for
      issuance of a Facility LC hereunder. The Administrative Agent will notify each
      Bank of the interest rate applicable to each Eurodollar Advance promptly upon
      determination of such interest rate and will give each Bank prompt notice of
      each change in the Prime Rate.




2.4.11  Non-Receipt
      of Funds by the Administrative Agent .
      Unless
      the Company or a Bank, as the case may be, notifies the Administrative Agent
      prior to the date on which it is scheduled to make payment to the Administrative
      Agent of (i) in the case of a Bank, the proceeds of a Loan, or (ii) in the
      case
      of the Company, a payment of principal, interest or fees to the Administrative
      Agent for the account of the Banks, that it does not intend to make such
      payment, the Administrative Agent may assume that such payment has been made.
      The Administrative Agent may, but shall not be obligated to, make the amount
      of
      such payment available to the intended recipient in reliance upon such
      assumption. If such Bank or the Company, as the case may be, has not in fact
      made such payment to the Administrative Agent, the recipient of such payment
      shall, on demand by the Administrative Agent, repay to the Administrative Agent
      the amount so made available together with interest thereon in respect of each
      day during the period commencing on the date such amount was so made available
      by the Administrative Agent until the date the Administrative Agent recovers
      such amount at a rate per annum equal to (x) in the case of payment by a Bank,
      the Federal Funds Effective Rate for such day or (y) in the case of payment
      by
      the Company, the interest rate applicable to the relevant Loan.






17




2.4.12  Changes
      in Aggregate Commitment . (i) The
      Company may at any time after the date hereof cancel the Aggregate Commitment
      in
      whole, or in a minimum aggregate amount of $5,000,000 (and in integral multiples
      of $1,000,000) ratably among the Banks upon at least 5 days’ prior written
      notice to the Administrative Agent, which notice shall specify the amount of
      such reduction; provided that no
      such notice of cancellation shall be effective to the extent that it would
      reduce the Aggregate Commitment to an amount which would be less than the
      Aggregate Outstanding Credit Exposure at the time such cancellation is to take
      effect. Any notice of cancellation given pursuant to this Section shall be
      irrevocable and shall specify the date upon which such cancellation is to take
      effect.




(ii)  The
      Company may, from time to time, by means of a letter delivered to the
      Administrative Agent substantially in the form of Exhibit
      E ,
      request
      that the Aggregate Commitment be increased to up to $500,000,000 by (a)
      increasing the Commitment of one or more Banks which have agreed to such
      increase and/or (b) adding one or more commercial banks or other Persons as
      a
      party hereto (each an “Additional Bank”) with a Commitment in an amount agreed
      to by any such Additional Bank; provided that no
      Additional Bank shall be added as a party hereto without the written consent
      of
      the Administrative Agent (which shall not be unreasonably withheld) or if an
      Unmatured Default or a Default exists. Any increase in the Aggregate Commitment
      pursuant to this clause
      (ii) shall be
      effective three Business Days (or such other period of time as the
      Administrative Agent, the Company and the applicable increasing or new Bank
      shall agree) after the date on which the Administrative Agent has received
      and
      accepted the applicable increase letter in the form of Annex 1 to Exhibit
      E (in the
      case of an increase in the Commitment of an existing Bank) or assumption letter
      in the form of Annex 2 to Exhibit
      E (in the
      case of the addition of a new Bank). The Administrative Agent shall promptly
      notify the Company and the Banks of any increase in the amount of the Aggregate
      Commitment pursuant to this clause
      (ii) and of
      the Commitment and Pro Rata Share of each Bank after giving effect thereto.
      The
      Company acknowledges that, in order to maintain Advances in accordance with
      each
      Bank’s Pro Rata Share of all outstanding Advances prior to any increase in the
      Aggregate Commitment pursuant to this clause
      (ii) ,
      a
      reallocation of the Commitments as a result of a non-pro-rata increase in the
      Aggregate Commitment may require prepayment of all or portions of certain
      Advances on the date of such increase (and any such prepayment shall be subject
      to the provisions of Section
      3.3 ).






18




2.5  Lending
      Installations .
      Each
      Bank may book its Loans and its participations in any LC Obligations, and the
      LC
      Issuer may book the Facility LCs, at any Lending Installation selected by such
      Bank or the LC Issuer, as the case may be, and each Bank and the LC Issuer
      may
      change its Lending Installation from time to time. Each Bank and the LC Issuer
      will notify the Administrative Agent and the Company on or prior to the date
      of
      this Agreement of the Lending Installation which it intends to utilize for
      each
      type of Loan hereunder or the Facility LCs, as the case may be. Each Bank and
      the LC Issuer may, by written notice to the Administrative Agent and the
      Company, change the Lending Installation through which Loans will be made by
      it
      or Facility LCs will be issued by it and for whose account Loan payments or
      payments with respect to Facility LCs are to be made.




2.6  Withholding
      Tax Exemption .
      At
      least five Business Days prior to the first date on which interest or fees
      are
      payable hereunder for the account of any Bank, each Bank that is not
      incorporated under the laws of the United States of America, or a state thereof,
      agrees that it will deliver to each of the Company and the Administrative Agent
      two duly completed copies of United States Internal Revenue Service Form W-8BEN
      or W-8ECI, certifying in either case that such Bank is entitled to receive
      payments under this Agreement and the Notes without deduction or withholding
      of
      any United States federal income taxes. Each Bank which so delivers a Form
      W-8BEN or W-8ECI further undertakes to deliver to each of the Company and the
      Administrative Agent two additional copies of such form (or a successor form)
      on
      or before the date that such form expires or becomes obsolete or after the
      occurrence of any event requiring a change in the most recent forms so delivered
      by it, and such amendments thereto or extensions or renewals thereof as may
      be
      reasonably requested by the Company or the Administrative Agent, in each case
      certifying that such Bank is entitled to receive payments under this Agreement
      and the Notes without deduction or withholding of any United States federal
      income taxes, unless an event (including any change in treaty, law or
      regulation) has occurred prior to the date on which any such delivery would
      otherwise be required which renders all such forms inapplicable or which would
      prevent such Bank from duly completing and delivering any such form with respect
      to it and such Bank advises the Company and the Administrative Agent that it
      is
      not capable of receiving payments without any deduction or withholding of United
      States federal income tax.




2.7  Facility
      LCs .




2.7.1  Issuance .
      The LC
      Issuer hereby agrees, on the terms and conditions set forth in this Agreement,
      to issue standby letters of credit (each, a “ Facility
      LC ”),
      and
      to renew, extend, increase, decrease or otherwise modify each Facility LC
      (“ Modify ,”
and
      each such action a “ Modification ”),
      in
      each case upon the request of the Company from time to time from the date of
      this Agreement to the date that is 30 days prior to the scheduled Termination
      Date (or, if earlier, the Termination Date); provided that
      immediately after each such Facility LC is issued or Modified, (i) the aggregate
      amount of the outstanding LC Obligations shall not exceed $50,000,000 and (ii)
      the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate
      Commitment. No Facility LC shall have an expiry date later than the earlier
      of
      (a) one year after its issuance (provided that a Facility LC may provide for
      the
      automatic renewal thereof for additional periods of up to one year each) and
      (b)
      five Business Days prior to the scheduled Termination Date.






19




2.7.2  Participations .
      Upon
      the issuance or Modification by the LC Issuer of a Facility LC in accordance
      with this Section
      2.7 ,
      the LC
      Issuer shall be deemed, without further action by any party hereto, to have
      unconditionally and irrevocably sold to each Bank, and each Bank shall be
      deemed, without further action by any party hereto, to have unconditionally
      and
      irrevocably purchased from the LC Issuer, a participation in such Facility
      LC
      (and each Modification thereof) and the related LC Obligations in accordance
      with its Pro Rata Share.




2.7.3  Notice .
      Subject
      to Section
      2.7.1 ,
      the
      Company shall give the LC Issuer notice prior to 10:00 a.m. at least three
      Business Days prior to the proposed date of issuance or Modification of each
      Facility LC, specifying the beneficiary, the proposed date of issuance (or
      Modification) and the expiry date of such Facility LC, and describing the
      proposed terms of such Facility LC and the nature of the transactions proposed
      to be supported thereby. Upon receipt of such notice, the LC Issuer shall
      promptly notify the Administrative Agent, and the Administrative Agent shall
      promptly notify each Bank, of the contents thereof and of the amount of such
      Bank’s participation in such proposed Facility LC. The issuance or Modification
      by the LC Issuer of any Facility LC shall, in addition to the conditions
      precedent set forth in Article
      IV (the
      satisfaction of which the LC Issuer shall have no duty to ascertain), be subject
      to the conditions precedent that such Facility LC shall be satisfactory to
      the
      LC Issuer and that the Company shall have executed and delivered such
      application agreement and/or such other instruments and agreements relating
      to
      such Facility LC as the LC Issuer shall have reasonably requested (each, a
      “ Facility
      LC Application ”).
      In
      the event of any conflict between the terms of this Agreement and the terms
      of
      any Facility LC Application, the terms of this Agreement shall
      control.




2.7.4  LC
      Fees .
      The
      Company shall pay to the Administrative Agent, for the account of the Banks
      ratably in accordance with their respective Pro Rata Shares, with respect to
      each Facility LC, a letter of credit fee at a per annum rate equal to the LC
      Fee
      Rate in effect from time to time on the undrawn stated amount available under
      such Facility LC. Such fee shall be calculated for actual days elapsed on the
      basis of a 360-day year and shall be payable in arrears on each Payment Date.
      The Company shall also pay to the LC Issuer for its own account (x) a fronting
      fee at the rates and times agreed to by the Company and the LC Issuer from
      time
      to time and (y) documentary and processing charges in connection with the
      issuance or Modification of and draws under Facility LCs in accordance with
      the
      LC Issuer’s standard schedule for such charges as in effect from time to
      time.




2.7.5  Administration;
      Reimbursement by Banks .
      Upon
      receipt from the beneficiary of any Facility LC of any demand for payment under
      such Facility LC, the LC Issuer shall notify the Administrative Agent and the
      Administrative Agent shall promptly notify the Company and each other Bank
      as to
      the amount to be paid by the LC Issuer as a result of such demand and the
      proposed LC Payment Date. The responsibility of the LC Issuer to the Company
      and
      each Bank shall be only to determine that the documents (including each demand
      for payment) delivered under each Facility LC in connection with such
      presentment shall be in conformity in all material respects with such Facility
      LC. The LC Issuer shall endeavor to exercise the same care in the issuance
      and
      administration of the Facility LCs as it does with respect to letters of credit
      in which no participations are granted, it being understood that in the absence
      of any gross negligence or willful misconduct by the LC Issuer, each Bank shall
      be unconditionally and irrevocably liable without regard to the occurrence
      of
      any Default or Unmatured Default or any condition precedent whatsoever, to
      reimburse the LC Issuer on demand for (i) such Bank’s Pro Rata Share of the
      amount of each payment made by the LC Issuer under each Facility LC (the date
      of
      such payment by the LC Issuer, an “ LC
      Payment Date ”)
      to the
      extent such amount is not reimbursed by the Company, or paid by the making
      of a
      Floating Rate Advance, pursuant to Section
      2.7.6 below,
      plus (ii) interest on the foregoing amount to be reimbursed by such Bank, for
      each day from the date of the LC Issuer’s demand for such reimbursement (or, if
      such demand is made after 11:00 a.m. on such date, from the next succeeding
      Business Day) to the date on which such Bank pays the amount to be reimbursed
      by
      it, at a rate of interest per annum equal to the Federal Funds Effective Rate
      for the first three days and, thereafter, at a rate of interest equal to the
      rate applicable to Floating Rate Advances.






20




2.7.6  Reimbursement
      by Company .
      The
      Company shall be irrevocably and unconditionally obligated to reimburse the
      LC
      Issuer on the applicable LC Payment Date for any amount paid by the LC Issuer
      upon any drawing under any Facility LC, without presentment, demand, protest
      or
      other formalities of any kind; provided that
      neither the Company nor any Bank shall hereby be precluded from asserting any
      claim for direct (but not consequential) damages suffered by the Company or
      such
      Bank to the extent, but only to the extent, caused by (i) the willful misconduct
      or gross negligence of the LC Issuer in determining whether a request presented
      under any Facility LC issued by it complied with the terms of such Facility
      LC
      or (ii) the LC Issuer’s failure to pay under any Facility LC issued by it after
      the presentation to it of a request strictly complying with the terms and
      conditions of such Facility LC. If the Company fails to so reimburse the LC
      Issuer by 2:00 P.M. on the applicable LC Payment Date, the Administrative Agent
      shall promptly notify each Bank of such LC Payment Date, the amount of the
      unpaid Reimbursement Obligation and such Bank’s Pro Rata Share thereof. In such
      event, the Company shall be deemed to have requested a Floating Rate Advance
      to
      be disbursed on the applicable LC Payment Date in an amount equal to the unpaid
      Reimbursement Obligation, without regard to the minimum and multiples specified
      in Section
      2.4.2 for
      Floating Rate Advances, but subject to the amount of the unutilized portion
      of
      the Aggregate Commitment and the conditions set forth in Article
      IV .
      Any
      Reimbursement Obligation that is not fully refinanced by the making of a
      Floating Rate Advance because the conditions set forth in Article
      IV cannot
      be satisfied or for any other reason shall bear interest payable on demand
      from
      such LC Payment Date to the date of reimbursement, at a rate of interest per
      annum equal to the rate applicable to Floating Rate Advances (plus, beginning
      on
      the third Business Day after the LC Issuer notifies the Company that the LC
      Issuer has paid the applicable drawing, 2%). The LC Issuer will pay to each
      Bank
      ratably in accordance with its Pro Rata Share all amounts received by it from
      the Company for application in payment, in whole or in part, of the
      Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer,
      but only to the extent such Bank has made payment to the LC Issuer in respect
      of
      such Facility LC pursuant to Section
      2.7.5 .






21




2.7.7  Obligations
      Absolute .
      The
      Company’s obligations under this Section
      2.7 shall be
      absolute and unconditional under any and all circumstances and irrespective
      of
      any setoff, counterclaim or defense to payment which the Company may have or
      have had against the LC Issuer, any Bank or any beneficiary of a Facility LC.
      The Company further agrees with the LC Issuer and the Banks that the LC Issuer
      and the Banks shall not be responsible for, and the Company’s Reimbursement
      Obligation in respect of any Facility LC shall not be affected by, among other
      things, the validity or genuineness of documents or of any endorsements thereon,
      even if such documents should in fact prove to be in any or all respects
      invalid, fraudulent or forged, or any dispute between or among the Company,
      any
      of its Affiliates, the beneficiary of any Facility LC or any financing
      institution or other party to whom any Facility LC may be transferred or any
      claims or defenses whatsoever of the Company or of any of its Affiliates against
      the beneficiary of any Facility LC or any such transferee. The LC Issuer shall
      not be liable for any error, omission, interruption or delay in transmission,
      dispatch or delivery of any message or advice, however transmitted, in
      connection with any Facility LC. The Company agrees that any action taken or
      omitted by the LC Issuer or any Bank under or in connection with each Facility
      LC and the related drafts and documents, if done without gross negligence or
      willful misconduct, shall be binding upon the Company and shall not put the
      LC
      Issuer or any Bank under any liability to the Company. Nothing in this Section
      2.7.7 is
      intended to limit the right of the Company to make a claim against the LC Issuer
      for damages as contemplated by the proviso to the first sentence of Section
      2.7.6 .




2.7.8  Actions
      of LC Issuer .
      The LC
      Issuer shall be entitled to rely, and shall be fully protected in relying,
      upon
      any Facility LC, draft, writing, resolution, notice, consent, certificate,
      affidavit, letter, cablegram, telegram, telecopy, telex or teletype message,
      statement, order or other document believed by it to be genuine and correct
      and
      to have been signed, sent or made by the proper Person or Persons, and upon
      advice and statements of legal counsel, independent accountants and other
      experts selected by the LC Issuer in good faith. The LC Issuer shall be fully
      justified in failing or refusing to take any action under this Agreement unless
      it shall first have received such advice or concurrence of the Required Banks
      as
      it reasonably deems appropriate or it shall first be indemnified to its
      reasonable satisfaction by the Banks against any and all liability and expense
      which may be incurred by it by reason of taking or continuing to take any such
      action. Notwithstanding any other provision of this Section
      2.7 ,
      the LC
      Issuer shall in all cases be fully protected in acting, or in refraining from
      acting, under this Agreement in accordance with a request of the Required Banks,
      and such request and any action taken or failure to act pursuant thereto shall
      be binding upon the Banks and any future holders of a participation in any
      Facility LC.




2.7.9  Indemnification .
      The
      Company hereby agrees to indemnify and hold harmless each Bank, the LC Issuer
      and the Administrative Agent, and their respective directors, officers, agents
      and employees from and against any and all claims and damages, losses,
      liabilities, costs or expenses which such Bank, the LC Issuer or the
      Administrative Agent may incur (or which may be claimed against such Bank,
      the
      LC Issuer or the Administrative Agent by any Person whatsoever) by reason of
      or
      in connection with the issuance, execution and delivery or transfer of or
      payment or failure to pay under any Facility LC or any actual or proposed use
      of
      any Facility LC, including any claim, damage, loss, liability, cost or expense
      which the LC Issuer may incur (i) by reason of or in connection with the failure
      of any other Bank to fulfill or comply with its obligations to the LC Issuer
      hereunder (but nothing herein contained shall affect any right the Company
      may
      have against any defaulting Bank) or (ii) by reason of or on account of the
      LC
      Issuer issuing any Facility LC which specifies that the term “Beneficiary”
included therein includes any successor by operation of law of the named
      Beneficiary, but which Facility LC does not require that any drawing by any
      such
      successor Beneficiary be accompanied by a copy of a legal document, satisfactory
      to the LC Issuer, evidencing the appointment of such successor Beneficiary; provided that the
      Company shall not be required to indemnify any Bank, the LC Issuer or the
      Administrative Agent for any claims, damages, losses, liabilities, costs or
      expenses to the extent, but only to the extent, caused by (x) the willful
      misconduct or gross negligence of the LC Issuer in determining whether a request
      presented under any Facility LC complied with the terms of such Facility LC
      or
      (y) the LC Issuer’s failure to pay under any Facility LC after the presentation
      to it of a request strictly complying with the terms and conditions of such
      Facility LC. Nothing in this Section
      2.7.9 is
      intended to limit the obligations of the Company under any other provision
      of
      this Agreement.






22




2.7.10  Banks’
      Indemnification .
      Each
      Bank shall, ratably in accordance with its Pro Rata Share, indemnify the LC
      Issuer, its affiliates and their respective directors, officers, agents and
      employees (to the extent not reimbursed by the Company) against any cost,
      expense (including reasonable counsel fees and disbursements), claim, demand,
      action, loss or liability (except such as result from such indemnitees’ gross
      negligence or willful misconduct or the LC Issuer’s failure to pay under any
      Facility LC after the presentation to it of a request strictly complying with
      the terms and conditions of the Facility LC) that such indemnitees may suffer
      or
      incur in connection with this Section
      2.7 or any
      action taken or omitted by such indemnitees hereunder.




2.7.11  Facility
      LC Collateral Account .
      The
      Company agrees that it will, upon the request of the Administrative Agent or
      the
      Required Banks and until the final expiration date of any Facility LC and
      thereafter as long as any amount is payable to the LC Issuer or the Banks in
      respect of any Facility LC, maintain a special collateral account pursuant
      to
      arrangements satisfactory to the Administrative Agent (the “ Facility
      LC Collateral Account ”)
      at the
      Administrative Agent’s office at the address specified pursuant to Article
      XIII ,
      in the
      name of such Company but under the sole dominion and control of the
      Administrative Agent, for the benefit of the Banks and in which the Company
      shall have no interest other than as set forth in Section
      8.1 .
      Except
      as otherwise expressly provided herein, the Company shall have no obligation
      to
      deposit or maintain funds in the Facility LC Collateral Account. The Company
      hereby pledges, assigns and grants to the Administrative Agent, on behalf of
      and
      for the ratable benefit of the Banks and the LC Issuer, a security interest
      in
      all of the Company’s right, title and interest in and to all funds which may
      from time to time be on deposit in the Facility LC Collateral Account to secure
      the prompt and complete payment and performance of the Obligations. The
      Administrative Agent will invest any funds on deposit from time to time in
      the
      Facility LC Collateral Account in certificates of deposit of JPMorgan having
      a
      maturity not exceeding 30 days. Nothing in this Section
      2.7.11 shall
      either obligate the Administrative Agent to require the Company to deposit
      any
      funds in the Facility LC Collateral Account or limit the right of the
      Administrative Agent to release any funds held in the Facility LC Collateral
      Account in each case other than as required by Section
      8.1 ; provided that if
      one or more Facility LCs are outstanding on the Termination Date, the Company
      shall deposit and thereafter maintain funds in the Facility LC Collateral
      Account in an amount equal to the undrawn stated amount available under all
      such
      Facility LCs plus all fees that would be payable thereon pursuant to Section
      2.7.4 assuming
      each Facility LC is drawn on the scheduled expiration date thereof. The
      Administrative Agent shall, at the request of the Company, notify the Company
      of
      (a) the amount of funds on deposit in the Facility LC Collateral Account and
      (b)
      the amount required to be on deposit in the Facility LC Collateral Account
      pursuant to the proviso in the foregoing sentence. So long as no Default or
      Unmatured Default exists, the Administrative Agent shall, promptly upon request
      of the Company, return to the Company any amount held in the Facility LC
      Collateral Account pursuant to the proviso to the second preceding sentence
      in
      excess of the amount required by such proviso.






23




2.7.12  Rights
      as a Bank .
      In its
      capacity as a Bank, the LC Issuer shall have the same rights and obligations
      as
      any other Bank.




**ARTICLE
      III**




**CHANGE
      IN CIRCUMSTANCES**




3.1  Yield
      Protection .
      If
      after the date of this Agreement any law or any governmental or
      quasi-governmental rule, regulation, policy, guideline or directive (whether
      or
      not having the force of law), or any interpretation thereof, or compliance
      of
      any Bank or any applicable Lending Installation or the LC Issuer with any of
      the
      foregoing,




(i)  subjects
      any Bank, any applicable Lending Installation or the LC Issuer to any tax,
      duty,
      charge or withholding on or from payments due from the Company (excluding
      taxation of the overall net income of any Bank, any applicable Lending
      Installation or the LC Issuer), or changes the basis of taxation of payments
      to
      any Bank or the LC Issuer in respect of its Loans, Facility LCs or
      participations therein or other amounts due it hereunder, or




(ii)  imposes
      or increases or deems applicable any reserve, assessment, insurance charge,
      special deposit or similar requirement against assets of, deposits with or
      for
      the account of, or credit extended by, any Bank, any applicable Lending
      Installation or the LC Issuer (other than reserves and assessments taken into
      account in determining the interest rate applicable to Eurodollar Advances),
      or






24




(iii)  imposes
      any other condition the result of which is to increase the cost to any Bank,
      any
      applicable Lending Installation or the LC Issuer of making, funding or
      maintaining Loans or of issuing or participating in Facility LCs or reduces
      any
      amount receivable by any Bank, any applicable Lending Installation or the LC
      Issuer in connection with loans, or requires any Bank, any applicable Lending
      Installation or the LC Issuer to make any payment calculated by reference to
      the
      amount of Loans, Facility LCs or participations therein held or interest
      received by it, by an amount deemed material by such Bank or the LC Issuer,
      or




(iv)  affects
      the amount of capital required or expected to be maintained by any Bank, any
      applicable Lending Installation or the LC Issuer or any corporation controlling
      any Bank or the LC Issuer and such Bank or the LC Issuer, as the case may be,
      determines the amount of capital required is increased by or based upon the
      existence of this Agreement or its obligation to make Loans hereunder or to
      issue or participate in Facility LCs hereunder or of commitments of this
      type,




then,
      within 15 days of demand by such Bank or the LC Issuer, the Company shall pay
      such Bank or the LC Issuer, as the case may be, that portion of such increased
      expense incurred (including, in the case of Section
      3.1(iv) ,
      any
      reduction in the rate of return on capital to an amount below that which it
      or
      such Lending Installation or corporation could have achieved but for such law,
      rule, regulation, policy, guideline or directive and after taking into account
      such Bank’s or the LC Issuer’s policies as to capital adequacy) or reduction in
      an amount received which such Bank or the LC Issuer determines is attributable
      to making, funding and maintaining its Loans and/or issuing or participating
      in
      Facility LCs and its Commitment.




3.2  Availability
      of Rate Options .
      If (a)
      any Bank determines, and notifies the Company and the Administrative Agent,
      that
      maintenance of its Eurodollar Loans at a suitable Lending Installation would
      violate any applicable law, rule, regulation or directive, whether or not having
      the force of law, or (b) the Required Banks determine that (i) deposits of
      a
      type and maturity appropriate to match fund Eurodollar Advances are not
      available or (ii) the Eurodollar Rate for any Interest Period does not
      accurately reflect the cost of making or maintaining Eurodollar Loans for such
      Interest Period, then the Administrative Agent shall suspend the availability
      of
      Eurodollar Advances and, in the case of clause
      (a) ,
      require
      any outstanding Eurodollar Loan of such Bank to be repaid at the end of each
      Interest Period therefor or on such earlier date as may be required by the
      applicable law, rule, regulation or directive (it being understood that, so
      long
      as the circumstances described in clause
      (a) continue, such Bank shall make and maintain Floating Rate Loans in an amount
      equal to its Pro Rata Share of each Eurodollar Advance).




3.3  Funding
      Indemnification .
      If any
      payment of a Eurodollar Advance occurs on a date which is not the last day
      of
      the applicable Interest Period, whether because of acceleration, prepayment
      or
      otherwise, or a Eurodollar Advance is not made or continued or a Floating Rate
      Advance is not converted to a Eurodollar Advance on the date specified by the
      Company for any reason other than default by the Banks, the Company will
      indemnify each Bank for any loss or cost incurred by it resulting therefrom,
      including any loss or cost in liquidating or employing deposits acquired to
      fund
      or maintain the Eurodollar Advance (but excluding lost profits).






25




3.4  Bank
      Statements; Survival of Indemnity .
      To the
      extent reasonably possible, each Bank and the LC Issuer, as applicable, shall
      designate an alternate Lending Installation or take such other actions with
      respect to its Eurodollar Loans or Facility LCs or participations therein to
      reduce any liability of the Company to such Bank or the LC Issuer, as the case
      may be, under Section
      3.1 or to
      avoid the unavailability of a Rate Option under Section
      3.2 ,
      so long
      as such designation or the taking of such actions is not disadvantageous to
      such
      Bank or the LC Issuer, as the case may be. Each Bank and the LC Issuer, as
      the
      case may be, shall deliver a written statement of such Bank as to the amount
      due, if any, under Section
      3.1 or 3.3 .
      Such
      written statement shall set forth in reasonable detail the calculations upon
      which such Bank or the LC Issuer determined such amount and shall be final,
      conclusive and binding on the Company in the absence of manifest error.
      Determination of amounts payable under such Sections in connection with a
      Eurodollar Loan shall be calculated as though each Bank funded its Eurodollar
      Loan through the purchase of a deposit of the type and maturity corresponding
      to
      the deposit used as a reference in determining the Eurodollar Rate applicable
      to
      such Loan, whether in fact that is the case or not. Unless otherwise provided
      herein, the amount specified in the written statement shall be payable within
      10
      Business Days after receipt by the Company of the written statement. The
      obligations of the Company under Sections
      3.1 and 3.3 shall
      survive payment of the Obligations and termination of this
      Agreement.




3.5  Substitution
      of Bank .
      In the
      event that any Bank delivers to the Company a certificate as to an amount due
      under Section
      3.1 or
      delivers a notice pursuant to Section
      3.2 ,
      the
      Company may, at its sole expense and effort, require such Bank to transfer
      and
      assign, without recourse (in accordance with Section
      12.3 )
      all
      (but not less than all) of its interests, rights and obligations under this
      Agreement to an assignee which shall assume such assigned obligations (which
      assignee may be another Bank, if a Bank accepts such assignment); provided that (i)
      such assignment shall not conflict with any law, rule or regulation or order
      of
      any court or other governmental authority, (ii) the Company shall have received
      a written consent of the Administrative Agent in the case of an entity that
      is
      not a Bank, which consent shall not be unreasonably withheld, (iii) the Company
      or such assignee shall have paid to the assigning Bank in immediately available
      funds the principal of and interest accrued to the date of such payment on
      the
      Loans made by it hereunder and all other amounts owed to it hereunder and the
      fee payable to the Administrative Agent pursuant to Section
      12.3.2 and (iv)
      nothing in the foregoing is intended or shall be construed as obligating any
      Bank to locate such an assignee.




**ARTICLE
      IV**




**CONDITIONS
      PRECEDENT**




4.1  Conditions
      to Effectiveness .
      This
      Agreement shall become effective on the date that the Administrative Agent
      has
      received (a) counterpart signature pages hereto executed by the Company, the
      Administrative Agent, the LC Issuer and the Banks, (b) evidence, satisfactory
      to
      the Administrative Agent, that the Company has paid (or will pay with the
      proceeds of the initial Advance) all amounts then payable under the Existing
      Agreement and that the Existing Agreement has been (or concurrently with the
      effectiveness hereof will be) terminated and (c) the following documents, with
      sufficient copies to provide one copy for each Bank:






26




(i)  Copies
      of
      the Articles of Incorporation of the Company, together with all amendments,
      and
      a certificate of good standing, both certified by the appropriate governmental
      officer in its jurisdiction of incorporation, as well as any other information
      that any Bank may request that is required by Section 326 of the USA PATRIOT
      ACT
      or necessary for the Administrative Agent or any Bank to verify the identity
      of
      the Company as required by Section 326 of the USA PATRIOT ACT.




(ii)  Copies,
      certified by the Secretary or Assistant Secretary of the Company, of its By-Laws
      and of its Board of Directors’ resolutions (and resolutions of other bodies, if
      any are deemed necessary by counsel for any Bank) authorizing the execution
      of
      the Loan Documents.




(iii)  An
      incumbency certificate, executed by the Secretary or Assistant Secretary of
      the
      Company, which shall identify by name and title and bear the signature of the
      officers of the Company authorized to sign the Loan Documents and to make
      borrowings hereunder, upon which certificate the Banks shall be entitled to
      rely
      until informed of any change in writing by the Company.




(iv)  A
      certificate, signed by the President, the Chief Financial Officer or the
      Treasurer of the Company, stating that on the date of the effectiveness of
      this
      Agreement, (a) the representations and warranties set forth in Article
      V are true
      and correct in all material respects and (b) no Default or Unmatured Default
      has
      occurred and is continuing.




(v)  A
      written
      opinion of the Company’s counsel, addressed to the Banks in substantially the
      form of Exhibit
      B .




(vi)  A
      Note
      payable to the order of each Bank that has requested a Note.




(vii)  Written
      money transfer instructions addressed to the Administrative Agent and signed
      by
      an Authorized Officer, together with such other related money transfer
      authorizations as the Administrative Agent may have reasonably
      requested.




(viii)  Such
      other documents as any Bank or its counsel may have reasonably
      requested.




4.2  Each
      Credit Extension .
      The
      Banks and the LC Issuer shall not be required to make any Credit Extension,
      unless on the applicable Credit Extension Date:




(i)  There
      exists no Default or Unmatured Default.






27




(ii)  The
      representations and warranties contained in Article
      V ,
      except
      the representations and warranties contained in Sections
      5.6 and 5.7 ,
      are
      true and correct in all material respects as of such Credit Extension
      Date.




Each
      Borrowing Notice with respect to an Advance and each request for issuance of
      a
      Facility LC shall constitute a representation and warranty by the Company that
      the conditions contained in Sections
      4.2(i) and (ii) have
      been satisfied.




**ARTICLE
      V**




**REPRESENTATIONS
      AND WARRANTIES**




The
      Company represents and warrants to the Banks that:




5.1  Organization,
      etc. The
      Company is a corporation validly organized and existing and in good standing
      under the laws of the state of its incorporation, is duly qualified to do
      business and is in good standing as a foreign corporation in each jurisdiction
      where the nature of its business requires such qualification, and has full
      power
      and authority and holds all requisite governmental licenses, permits and other
      approvals to own and hold under lease its property and to conduct its business
      substantially as currently conducted, except where the failure to be so
      qualified as a foreign corporation or to hold such licenses, permits and other
      approvals would not reasonably be expected to have a material adverse effect
      on
      the Company’s ability to perform its obligations under this
      Agreement.




5.2  Due
      Authorization, Non-Contravention, etc. The
      execution, delivery and performance by the Company of the Loan Documents are
      within the Company’s corporate powers, have been duly authorized by all
      necessary corporate action, and do not




(a)  contravene
      the Company’s articles of incorporation, by-laws, and all shareholder
      agreements, voting trusts, and similar arrangements applicable to any of its
      authorized shares;




(b)  contravene
      any law or governmental regulation or court decree or order, or any material
      contractual restriction, binding on or affecting the Company; or




(c)  result
      in, or require the creation or imposition of, any lien on any of the Company’s
      properties.




5.3  Government
      Approval, Regulation, etc. No
      authorization or approval or other action by, and no notice to or filing with,
      any governmental authority or regulatory body or other Person is required for
      the due execution, delivery or performance by the Company of the Loan Documents,
      except for one or more orders of FERC which have been duly obtained and are
      in
      full force and effect. The Company is not an “investment company” within the
      meaning of the Investment Company Act of 1940. The Company is a “subsidiary
      company” of a “holding company” within the meaning of the Public Utility Holding
      Company Act of 1935, but such holding company is exempt from regulation under
      such Act (except for Section 9(a)(2) thereof) pursuant to Section 3(a)(1)
      thereof.






28




5.4  Validity,
      etc. This
      Agreement constitutes, and, on the due execution and delivery thereof, each
      other Loan Document will constitute, the legal, valid and binding obligations
      of
      the Company enforceable against the Company in accordance with their respective
      terms, except as enforceability may be limited by bankruptcy, insolvency,
      reorganization, moratorium or other similar laws of general applicability and
      by
      the effect of general principles of equity (regardless of whether enforceability
      is considered in a proceeding in equity or at law) and except that no
      representation or warranty is made as to the indemnification provisions of Section
      9.7 or the
      provisions of this Agreement purporting to authorize conclusive determinations
      by the Banks.




5.5  Financial
      Information .
      The
      audited balance sheets of the Company and its Subsidiaries as at December 31,
      2003, and the unaudited consolidated balance sheets of the Company and its
      Subsidiaries as at September 30, 2004, and the related consolidated statements
      of income, capitalization, cash flows and retained earnings, copies of which
      have been furnished to the Banks, have been prepared in accordance with GAAP
      consistently applied, except as may be otherwise indicated in the notes thereto,
      and present fairly the consolidated financial condition of the corporations
      covered thereby as at the dates thereof and the results of their operations
      for
      the periods then ended.




5.6  No
      Material Adverse Change .
      Since
      September 30, 2004, there has been no material adverse change in the
      consolidated financial condition, operations, assets, business, properties
      or
      prospects of the Company and its Subsidiaries, taken as a whole.




5.7  Litigation,
      Labor Controversies, etc. There is
      no pending or, to the knowledge of any Authorized Officer, threatened
      litigation, action, proceeding or labor controversy affecting the Company or
      any
      of its Subsidiaries, or any of their respective properties, assets or revenues,
      which could reasonably be expected to have a material adverse effect on the
      consolidated financial condition, operations, assets, business, properties
      or
      prospects of the Company and its Subsidiaries, taken as a whole, or which
      purports to affect the legality, validity or enforceability of the Loan
      Documents, except as disclosed in the Company’s Annual Report on Form 10-K for
      the year ended December 31, 2003, the Company’s Quarterly Report on Form 10-Q
      for the quarter ended September 30, 2004, or as heretofore disclosed in writing
      to the Banks.




5.8  Subsidiaries .
      The
      Company has no material Subsidiaries.




5.9  Taxes .
      The
      Company and each of its Subsidiaries has filed all federal and other material
      tax returns and reports required by law to have been filed and has paid all
      material taxes and governmental charges thereby shown to be owing, except any
      such taxes or charges which are being diligently contested in good faith by
      appropriate proceedings and for which adequate reserves in accordance with
      GAAP
      shall have been set aside on its books.




5.10  Regulations
      U and X .
      The
      Company is not engaged in the business of extending credit for the purpose
      of
      purchasing or carrying margin stock, and no proceeds of any Loans will be used
      for a purpose which violates Regulation U or Regulation X. Terms for which
      meanings are provided in Regulation U or Regulation X, as from time to time
      in
      effect, are used in this Section
      5.10 with
      such meanings.






29




5.11  ERISA .
      The
      Unfunded Liabilities of all Plans do not in the aggregate exceed an amount
      which, if asserted against the Company as a matured liability, could reasonably
      be expected to have a material adverse effect on the consolidated financial
      condition, operations, assets, business, properties or prospects of the Company
      and its Subsidiaries, taken as a whole. Each Plan complies in all material
      respects with all applicable requirements of law and regulations, no Reportable
      Event has occurred with respect to any Plan, neither the Company nor any other
      members of the Controlled Group has withdrawn from any Plan or initiated steps
      to do so, and no steps have been taken to terminate any Plan.




5.12  Environmental
      Matters .
      In the
      ordinary course of its business, the Company conducts an ongoing review of
      the
      effect of environmental laws on the business, operations and properties of
      the
      Company, in the course of which it identifies and evaluates associated
      liabilities and costs (including any capital or operating expenditures required
      for clean-up or closure of properties presently or previously owned, any capital
      or operating expenditures required to achieve or maintain compliance with
      environmental protection standards imposed by law or as a condition of any
      license, permit or contract, any related constraints on operating activities,
      including any periodic or permanent shutdown of any facility or reduction in
      the
      level of or change in the nature of operations conducted thereat and any actual
      or potential liabilities to third parties, including employees, and any related
      costs and expenses). On the basis of this review, the Company has reasonably
      concluded that environmental laws (as in effect on the date on which this
      warranty is made or deemed made) are unlikely to have a material adverse effect
      on the business, financial condition, or results of operations of the Company
      and its Subsidiaries, considered as a whole.




**ARTICLE
      VI**




**COVENANTS**




During
      the term of this Agreement, unless the Required Banks shall otherwise consent
      in
      writing:




6.1  Financial
      Information, Reports, Notices, etc .




(a)  The
      Company will furnish to the Administrative Agent (which shall promptly forward
      a
      copy to each Bank) copies of the following financial statements (which shall
      be
      prepared on a consolidated basis if the Company shall have any Subsidiaries),
      reports and information:




(i)  Within
      120 days after the close of each fiscal year of the Company, a balance sheet
      of
      the Company as of the end of such fiscal year and the related statements of
      income, capitalization, cash flows and retained earnings, each prepared in
      accordance with GAAP consistently applied (except for changes in which the
      Company’s independent certified public accountants concur) in reasonable detail
      and certified by a firm of independent certified public accountants selected
      by
      the Company; and






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(ii)  Within
      60
      days after the close of each of the first three quarters of the Company’s fiscal
      year, the unaudited quarterly interim financial reports of the
      Company.




Delivery
      by the Company of copies of the Company’s Annual Report on Form 10-K filed with
      the Securities and Exchange Commission for any year shall satisfy the Company’s
      obligation under clause
      (i) of this Section
      6.1(a) with
      respect to such year, and delivery by the Company to the Banks of a copy of
      the
      Company’s Quarterly Report on Form 10-Q filed with such Commission for any
      quarter shall satisfy the Company’s obligation under clause
      (ii) of this Section
      6.1(a) with
      respect to such quarter. The Company will also furnish to the Administrative
      Agent (which shall promptly forward a copy to each Bank), together with the
      financial statements required under this Section
      6.1(a) ,
      copies
      of a compliance certificate in substantially the form of Exhibit
      D signed
      by an Authorized Officer showing the calculations necessary to determine
      compliance with Section
      6.10 of this
      Agreement.




(b)  The
      Company shall promptly, from time to time, furnish to any Bank such information
      regarding the operations, business affairs and financial condition of the
      Company as such Bank (acting through the Administrative Agent) may reasonably
      request.




6.2  Use
      of
      Proceeds .
      The
      Company will use the proceeds of the Advances to repay outstanding Indebtedness,
      to pay the purchase price, tender price or redemption price (principal component
      only without any interest component) of the Tax-Exempt Bonds, to support
      commercial paper issuance and for other general corporate purposes.




6.3  Corporate
      Existence .
      The
      Company agrees that during the term of this Agreement it will maintain its
      corporate existence and its good standing in those states in which it is
      required to maintain such existence and standing in order to conduct its
      business, will not dissolve or otherwise dispose of all or substantially all
      of
      its assets and will not consolidate with or merge into another corporation
      unless the acquirer of its assets or the corporation with which it shall
      consolidate or into which it shall merge shall be a corporation organized under
      the laws of one of the states of the United States of America, shall be a
      solvent corporation and shall assume in writing all of the obligations of the
      Company under the Loan Documents. Notwithstanding the foregoing, nothing in
      this
      Agreement shall restrict the Company from restructuring its operations or
      organization for the purpose of conducting its business in a manner deemed
      solely by the Company to be appropriate and any such restructuring or
      reorganization shall not constitute a violation of this Agreement unless it
      has
      a material adverse effect on the validity or enforceability of the Loan
      Documents or the liability of the Company thereunder.




6.4  Books
      and Records .
      The
      Company will keep books and records reflecting all of its business affairs
      and
      transactions in accordance with GAAP and permit the Administrative Agent (or
      any
      Bank together with the Administrative Agent) or any representative thereof
      (subject to Section
      9.15 ),
      at
      reasonable times and intervals and at the expense of the Administrative Agent
      or
      such Bank, to visit its principal offices, discuss financial matters with its
      officers and examine and make copies of any of its books and other corporate
      records.






31




6.5  Litigation
      Notice .
      The
      Company will, promptly after an Authorized Officer obtains knowledge thereof,
      notify the Administrative Agent (which shall promptly notify each Bank) in
      writing of any action, suit or proceeding at law or in equity or by or before
      any governmental instrumentality or other agency which (i) has remained
      unsettled for a period of 90 days from the commencement thereof and involves
      claims for damages or relief in an amount which could reasonably be expected
      to
      have a material adverse effect on the consolidated financial condition of the
      Company and its Subsidiaries, taken as a whole, or (ii) has resulted in a final
      judgment or judgments for the payment of money in an amount which has a
      materially adverse effect on the consolidated financial condition of the Company
      and its Subsidiaries, taken as a whole.




6.6  Notice
      of Default or Unmatured Default .
      The
      Company will promptly notify the Administrative Agent (which shall promptly
      notify each Bank) of any Default or Unmatured Default of which any Authorized
      Officer has knowledge, setting forth the details of such Default or Unmatured
      Default and any action which the Company proposes to take with respect
      thereto.




6.7  FERC
      Approvals .
      From
      time to time prior to the date of expiration of each approval of FERC then
      in
      effect with respect to the short-term debt of the Company, the Company will
      deliver to the Administrative Agent (which shall promptly forward a copy to
      each
      Bank) a copy of any order issued by FERC extending, supplementing, or
      superseding such approval obtained by the Company, certified as in full force
      and effect by an Authorized Officer.




6.8  Maintenance
      of Property; Insurance .
      The
      Company will keep all property useful and necessary in its business in good
      working order and condition, ordinary wear and tear excepted. The Company will
      maintain with financially sound and reputable insurance companies insurance
      on
      its property in such amounts and covering such risks as is consistent with
      sound
      business practice, and the Company will furnish to any Bank upon request full
      information as to the insurance carried.




6.9  Compliance
      with Laws .
      The
      Company will comply in all material respects with all applicable laws,
      ordinances, rules, regulations, and requirements of governmental authorities
      (including environmental laws, ERISA, the USA Patriot Act, the U.S. Bank Secrecy
      Act and any sanction program administered by the U.S. Department of the
      Treasury’s Office of Foreign Assets Control of the United States Department of
      Treasury, and rules and regulations thereunder) except where either (i) the
      necessity of compliance therewith is contested in good faith by appropriate
      proceedings or (ii) the failure to so comply would not reasonably be expected
      to
      have a material adverse effect on the business, financial condition, or results
      of operations of the Company and its Subsidiaries, considered as a
      whole.




6.10  Debt
      to Capitalization Ratio .
      The
      Company will not permit the ratio of (a) Consolidated Debt to (b) the sum of
      Consolidated Debt plus Consolidated Net Worth to exceed 0.65 to 1 as of the
      last
      day of any fiscal quarter of the Company.






32




6.11  Liens .
      The
      Company will not, nor will it permit any Subsidiary to, directly or indirectly
      create or assume, except in favor of the Company or a Wholly-Owned Subsidiary,
      any mortgage, pledge or other lien or encumbrance upon any Principal Facility
      or
      any interest it may have therein or upon any stock of any Regulated Subsidiary
      or any indebtedness of any Subsidiary to the Company or any other Subsidiary,
      whether now owned or hereafter acquired, without making effective provision
      (and
      the Company covenants that in such case it will make or cause to be made,
      effective provision) whereby the Obligations and any other indebtedness of
      the
      Company then entitled thereto shall be secured by such mortgage, pledge, lien
      or
      encumbrance equally and ratably with any and all other obligations and
      indebtedness thereby secured, so long as any such other obligations and
      indebtedness shall be so secured; provided that the
      foregoing covenant shall not be applicable to (i) the lien of the Midwest Power
      Indenture, (ii) Permitted Encumbrances or (iii) any transfer, lease, use or
      other encumbrance of or on the Company's or any of its Subsidiary's transmission
      assets as required by applicable state or federal order, regulation, rule or
      statute.




**ARTICLE
      VII**




**DEFAULTS**




The
      occurrence of any one or more of the following events shall constitute a
      Default:




7.1  Non-Payment
      of Obligations .
      The
      Company shall default in the payment or prepayment when due of any principal
      of
      any Loan; the Company shall default (and such default shall continue unremedied
      for more than three Business Days) in the payment when due of any Reimbursement
      Obligation; or the Company shall default (and such default shall continue
      unremedied for a period of 10 days) in the payment when due of any interest
      on
      any Loan, of any facility fee or utilization fee or of any other
      Obligation.




7.2  Breach
      of Warranty .
      Any
      representation or warranty of the Company made or deemed to be made hereunder
      or
      in any other Loan Document or any other writing or certificate furnished by
      or
      on behalf of the Company to the Administrative Agent or the Banks for the
      purposes of or in connection with this Agreement or such other Loan Document
      is
      or shall be incorrect when made in any material respect (provided that if such
      incorrectness is capable of being cured and the Company is diligently taking
      all
      reasonable steps to effect such cure, no Default shall arise under this Section
      7.2 until 15
      days after an Authorized Officer obtains knowledge of such
      incorrectness).




7.3  Non-Performance
      of Certain Covenants and Obligations .
      The
      Company shall default in the due performance and observance of any of its
      obligations under Section
      6.2 or 6.3 (other
      than with respect to maintenance of good standing in jurisdictions which are
      not
      its jurisdiction of incorporation).




7.4  Non-Performance
      of Other Covenants and Obligations .
      The
      Company shall default in the due performance and observance of any other
      agreement contained herein or in any other Loan Document, and such default
      shall
      continue unremedied for a period of 30 days after notice thereof shall have
      been
      given to the Company by the Administrative Agent or any Bank.






33




7.5  Default
      on Other Indebtedness .
      A
      default shall occur in the payment when due (subject to any applicable grace
      period), whether by acceleration or otherwise, of any other Indebtedness of
      the
      Company having a principal amount, individually or in the aggregate, in excess
      of $30,000,000, or a default shall occur in the performance or observance of
      any
      obligation or condition with respect to such Indebtedness if the effect of
      such
      default is to accelerate the maturity of any such Indebtedness or such default
      shall continue unremedied for any applicable period of time sufficient to permit
      the holder or holders of such Indebtedness, or any trustee or agent for such
      holders, to cause such Indebtedness to become due and payable prior to its
      expressed maturity.




7.6  Judgments .
      One or
      more final judgments or orders for the payment of money aggregating in excess
      of
      $30,000,000 shall be rendered against the Company, and




(a)  such
      judgment(s) or order(s) shall not have been vacated, bonded, discharged or
      stayed pending appeal within 30 days after entry thereof or, in the event of
      such a stay, such judgment(s) or order(s) shall not be discharged within 30
      days
      after such stay shall expire; or




(b)  any
      enforcement action shall be lawfully taken by a judgment creditor to levy upon
      the assets or properties of the Company to enforce any such judgment, and such
      levy shall not be bonded, stayed or otherwise prevented not later than five
      days
      prior to the date of any proposed sale thereunder;




provided that clause
      (a) of this Section
      7.6 shall
      not apply to any judgment(s) or order(s) as to which the Company is insured
      if
      the insurer has admitted in writing its liability for an amount which, when
      deducted from the full amount of the Company’s liability with respect to such
      judgment(s) or order(s), would reduce the Company’s remaining liability to an
      amount less than $30,000,000.




7.7  Bankruptcy,
      Insolvency etc .
      The
      Company shall:




(a)  become
      insolvent or generally fail to pay, or admit in writing its inability or
      unwillingness to pay, debts as they become due;




(b)  apply
      for, consent to, or acquiesce in, the appointment of a trustee, receiver,
      sequestrator or other custodian for the Company or any substantial part of
      its
      property, or make a general assignment for the benefit of
      creditors;




(c)  in
      the
      absence of such application, consent or acquiescence, permit or suffer to exist
      the appointment of a trustee, receiver, sequestrator or other custodian for
      the
      Company or for a substantial part of its property, and such trustee, receiver,
      sequestrator or other custodian shall not be discharged within 60 days, provided
      that the Company hereby expressly authorizes the Administrative Agent (on behalf
      of the Banks) to appear in any court conducting any relevant proceeding during
      such 60-day period to preserve, protect and defend its rights under the Loan
      Documents;






34


(d)  permit
      or
      suffer to exist the commencement of any bankruptcy, reorganization, debt
      arrangement or other case or proceeding under any bankruptcy or insolvency
      law,
      or any dissolution, winding up or liquidation proceeding, in respect of the
      Company, and, if any such case or proceeding is not commenced by the Company,
      such case or proceeding shall be consented to or acquiesced in by the Company
      or
      shall result in the entry of an order for relief or shall remain for 60 days
      undismissed, provided that the Company hereby expressly authorizes the
      Administrative Agent (on behalf of the Banks) to appear in any court conducting
      any such case or proceeding during such 60-day period to preserve, protect
      and
      defend its rights under the Loan Documents; or




(e)  take
      any
      corporate action authorizing, or in furtherance of, any of the
      foregoing.




7.8  Unfunded
      Liabilities .
      The
      Unfunded Liabilities of all Plans shall exceed in the aggregate an amount which,
      if asserted against the Company as a matured liability, would reasonably be
      expected to have a material adverse effect on the consolidated financial
      condition, operations, assets, business, properties or prospects of the Company
      and its Subsidiaries, taken as a whole; or any Reportable Event shall occur
      in
      connection with any Plan.




7.9  Environmental
      Matters .
      The
      Company shall be the subject of any proceeding or investigation pertaining
      to
      the release by the Company or any other Person of any toxic or hazardous waste
      or substance into the environment, or any violation of any federal, state or
      local environmental, health or safety law or regulation, which would, in either
      case, upon a final determination adverse to the Company, have a material adverse
      effect on the consolidated financial condition, operations, assets, business,
      properties or prospects of the Company and its Subsidiaries, taken as a
      whole.




**ARTICLE
      VIII**




**ACCELERATION,
      WAIVERS, AMENDMENTS AND REMEDIES**




8.1  Acceleration;
      Facility LC Collateral Account . (i) If any
      Default described in clauses
      (a) through (d) of Section 7.7 occurs
      with respect to the Company, the obligations of the Banks to make Loans
      hereunder and the obligation and power of the LC Issuer to issue Facility LCs
      shall automatically terminate and the Obligations shall immediately become
      due
      and payable without any election or action on the part of the Administrative
      Agent, the LC Issuer or any Bank; and the Company will be and become thereby
      unconditionally obligated, without any further notice, act or demand, to pay
      to
      the Administrative Agent an amount in immediately available funds, which funds
      shall be held in the Facility LC Collateral Account, equal to the excess of
      (x)
      the amount of LC Obligations at such time over (y) the amount on deposit in
      the
      Facility LC Collateral Account at such time which is free and clear of all
      rights and claims of third parties and has not been applied against the
      Obligations (such difference, the “Collateral Shortfall Amount”). If any other
      Default occurs, the Required Banks may (a) terminate or suspend the obligations
      of the Banks to make Loans hereunder and the obligation and power of the LC
      Issuer to issue Facility LCs hereunder, or declare the Obligations to be due
      and
      payable, or both, whereupon the Obligations shall become immediately due and
      payable, without presentment, demand, protest or notice of any kind, all of
      which the Company hereby expressly waives, and (b) upon notice to the Company
      and in addition to the continuing right to demand payment of all amounts payable
      under this Agreement, make demand on the Company to pay, and the Company will,
      forthwith upon such demand and without any further notice or act, pay to the
      Administrative Agent the Collateral Shortfall Amount, which funds shall be
      deposited in the Facility LC Collateral Account.






35




(ii)  If
      at any
      time while any Default exists, the Administrative Agent determines that the
      Collateral Shortfall Amount is greater than zero, the Administrative Agent
      may
      make demand on the Company to pay, and the Company will, forthwith upon such
      demand and without any further notice or act, pay to the Administrative Agent
      the Collateral Shortfall Amount, which funds shall be deposited in the Facility
      LC Collateral Account.




(iii)  The
      Administrative Agent may, at any time or from time to time after funds are
      deposited in the Facility LC Collateral Account, apply such funds to the payment
      of the Obligations and any other amounts as shall from time to time have become
      due and payable by the Company to the Banks or the LC Issuer under the Loan
      Documents.




(iv)  Except
      as
      provided in clause
      (iii) above or
      in the following two sentences, at any time while any Default is continuing,
      neither the Company nor any Person claiming on behalf of or through the Company
      shall have any right to withdraw any of the funds held in the Facility LC
      Collateral Account. Upon the earlier to occur of (x) the indefeasible payment
      in
      full of all Obligations and the termination of the Aggregate Commitment and
      (y)
      the cure or written waiver of all outstanding Defaults, any funds remaining
      in
      the Facility LC Collateral Account (including any investment income and interest
      earned on funds deposited therein) shall be returned by the Administrative
      Agent
      to the Company or paid to whomever may be legally entitled thereto at such
      time.




(v)  If,
      within 14 days after acceleration of the maturity of the Obligations or
      termination of the obligations of the Banks to make Loans hereunder and the
      obligation and power of the LC Issuer to issue Facility LCs hereunder as a
      result of any Default (other than any Default as described in clauses
      (a) through (d) of Section
      7.7 with
      respect to the Company) and before any judgment or decree for the payment of
      the
      Obligations due shall have been obtained or entered, the Required Banks (in
      their sole discretion) shall so direct, the Administrative Agent shall, by
      notice to the Company, rescind and annul such acceleration and/or termination.
      The Administrative Agent shall promptly return to the Company any funds
      remaining in the Facility LC Collateral Account (including any investment income
      and interest earned on funds deposited therein) in connection with such
      acceleration and/or termination.




8.2  Amendments .
      Subject
      to the provisions of this Article
      VIII ,
      the
      Required Banks (or the Administrative Agent with the consent in writing of
      the
      Required Banks) and the Company may enter into agreements supplemental hereto
      for the purpose of adding or modifying any provisions to the Loan Documents
      or
      changing in any manner the rights of the Banks or the Company hereunder or
      waiving any Default hereunder; provided that no
      such supplemental agreement shall, without the consent of each Bank affected
      thereby:






36




(i)  Extend
      the maturity of any Loan or Reimbursement Obligation or reduce the principal
      amount thereof, or reduce the rate or extend the time of payment of interest
      or
      fees thereon.




(ii)  Reduce
      the percentage specified in the definition of Required Banks.




(iii)  Extend
      the Termination Date, increase the amount of the Commitment of any Bank
      hereunder or permit the Company to assign its rights under this
      Agreement.




(iv)  Amend
      this Section
      8.2 or Section
      11.2 .




No
      amendment of any provision of this Agreement relating to the Administrative
      Agent shall be effective without the written consent of the Administrative
      Agent. No amendment of any provision of this Agreement relating to the LC Issuer
      shall be effective without the written consent of the LC Issuer. The
      Administrative Agent may waive payment of any fee required under Section
      2.3.2 or 12.3.2 without
      obtaining the consent of any Bank. The LC Issuer may waive payment of any fee
      or
      charge required under the last sentence of Section
      2.7.4 without
      obtaining the consent of any Bank.




8.3  Preservation
      of Rights .
      No
      delay or omission of the Banks, the LC Issuer or the Administrative Agent to
      exercise any right under the Loan Documents shall impair such right or be
      construed to be a waiver of any Default or an acquiescence therein, and the
      making of a Credit Extension notwithstanding the existence of a Default or
      the
      inability of the Company to satisfy the conditions precedent to such Credit
      Extension shall not constitute any waiver or acquiescence. Any single or partial
      exercise of any such right shall not preclude other or further exercise thereof
      or the exercise of any other right, and no waiver, amendment or other variation
      of the terms, conditions or provisions of the Loan Documents whatsoever shall
      be
      valid unless in writing signed by the Banks required pursuant to Section
      8.2 ,
      and
      then only to the extent in such writing specifically set forth. All remedies
      contained in the Loan Documents or by law afforded shall be cumulative and
      all
      shall be available to the Administrative Agent, the LC Issuer and the Banks
      until the Obligations have been paid in full.




**ARTICLE
      IX**




**GENERAL
      PROVISIONS**




9.1  Survival
      of Representations .
      All
      representations and warranties of the Company contained in this Agreement shall
      survive delivery of the Loan Documents and the making of the Credit Extensions
      herein contemplated.




9.2  Governmental
      Regulation .
      Anything contained in this Agreement to the contrary notwithstanding, neither
      the LC Issuer nor any Bank shall be obligated to extend credit to the Company
      in
      violation of any limitation or prohibition provided by any applicable statute
      or
      regulation.






37




9.3  Taxes .
      Any
      taxes (excluding income taxes) or other similar assessments or charges payable
      or ruled payable by any governmental authority as a result of the Loan Documents
      (other than (x) taxes or assessments payable because a Bank failed to provide
      the documents required under Section
      2.6 and (y)
      net income taxes, franchise taxes and other taxes imposed on, or measured by
      net
      income, net profits or receipts of, the Administrative Agent, the LC Issuer
      or
      any Bank) shall be paid by the Company, together with interest and penalties,
      if
      any.




9.4  Headings .
      Section
      headings in the Loan Documents are for convenience of reference only, and shall
      not govern the interpretation of any of the provisions of the Loan
      Documents.




9.5  Entire
      Agreement .
      The
      Loan Documents embody the entire agreement and understanding among the Company,
      the Administrative Agent, the LC Issuer and the Banks and supersede all prior
      agreements and understandings among the Company, the Administrative Agent,
      the
      LC Issuer and the Banks relating to the subject matter thereof.




9.6  Several
      Obligations .
      The
      respective obligations of the Banks hereunder are several and not joint and
      no
      Bank shall be the partner or agent of any other (except to the extent to which
      the Administrative Agent is authorized to act as such). The failure of any
      Bank
      to perform any of its obligations hereunder shall not relieve any other Bank
      from any of its obligations hereunder. This Agreement shall not be construed
      so
      as to confer any right or benefit upon any Person other than the parties to
      this
      Agreement and their respective successors and assigns.




9.7  Expenses;
      Indemnification .
      The
      Company shall reimburse the Administrative Agent and each Arranger for any
      reasonable costs, internal charges and out-of-pocket expenses (including
      attorneys’ fees and time charges of attorneys for the Administrative Agent and
      the Arrangers, which attorneys may be employees of the Administrative Agent
      or
      either Arranger) paid or incurred by the Administrative Agent or such Arranger
      in connection with the preparation, negotiation, execution, delivery, review,
      amendment and modification of the Loan Documents. The Company also agrees to
      reimburse the Administrative Agent, each Arranger, the LC Issuer and each Bank
      for any reasonable costs, internal charges and out-of-pocket expenses (including
      attorneys’ fees and time charges of attorneys for the Administrative Agent, the
      Arrangers, the LC Issuer and the Banks, which attorneys may be employees of
      the
      Administrative Agent, either Arranger, the LC Issuer or any Bank) paid or
      incurred by the Administrative Agent, such Arranger or such Bank in connection
      with the collection and enforcement of the Loan Documents. The Company further
      agrees to indemnify the Administrative Agent, each Arranger, the LC Issuer
      and
      each Bank and each of their respective directors, officers and employees against
      all losses, claims, damages, penalties, judgments, liabilities and expenses
      (including all expenses of litigation or preparation therefor whether or not
      the
      Administrative Agent, either Arranger, the LC Issuer or any Bank is a party
      thereto) which any of them may pay or incur arising out of or relating to this
      Agreement, the other Loan Documents, the transactions contemplated hereby or
      the
      direct or indirect application or proposed application of the proceeds of any
      Loan hereunder except to the extent such losses, claims, damages, penalties,
      judgments, liabilities and expenses arise from the gross negligence or willful
      misconduct of any indemnified party. The obligations of the parties to this
      Agreement under this Section shall survive the termination of this
      Agreement.






38




9.8  Numbers
      of Documents .
      All
      statements, notices, closing documents, and requests hereunder shall be
      furnished to the Administrative Agent with sufficient counterparts so that
      the
      Administrative Agent may furnish one to each of the Banks.




9.9  USA
      PATRIOT ACT NOTIFICATION .
      The
      following notification is provided to the Company 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 Company: When the Company opens an account,
      the
      Banks will ask for the Company’s name, tax identification number, business
      address and other information that will allow the Administrative Agent and
      the
      Banks to identify the Company. The Administrative Agent and the Banks may also
      ask to see the Company’s legal organizational documents or other identifying
      documents.




9.10  Severability
      of Provisions .
      Any
      provision in any Loan Document that is held to be inoperative, unenforceable,
      or
      invalid in any jurisdiction shall, as to that jurisdiction, be inoperative,
      unenforceable, or invalid without affecting the remaining provisions in that
      jurisdiction or the operation, enforceability, or validity of that provision
      in
      any other jurisdiction, and to this end the provisions of all Loan Documents
      are
      declared to be severable.




9.11  Nonliability
      of Banks .
      The
      relationship between the Company, on the one hand, and the Banks, the LC Issuer
      and the Administrative Agent, on the other hand, shall be solely that of
      borrower and lender. Neither the Administrative Agent, the LC Issuer nor any
      Bank shall have any fiduciary responsibilities to the Company. Neither the
      Administrative Agent, the LC Issuer nor any Bank undertakes any responsibility
      to the Company to review or inform the Company of any matter in connection
      with
      any phase of the Company’s business or operations.




9.12  CHOICE
      OF LAW .
      THE
      LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW
      PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT
      THE
      LAW OF CONFLICTS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS
      APPLICABLE TO NATIONAL BANKS.




9.13  CONSENT
      TO JURISDICTION .
      EACH OF
      THE COMPANY, THE ADMINISTRATIVE AGENT, THE LC ISSUER AND EACH BANK HEREBY
      IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES
      FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO IN ANY ACTION OR PROCEEDING
      ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT AND EACH OF THE COMPANY, THE
      ADMINISTRATIVE AGENT, THE LC ISSUER AND EACH BANK HEREBY IRREVOCABLY AGREES
      THAT
      ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
      IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
      HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH
      A
      COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. ANY JUDICIAL PROCEEDING
      BY
      THE COMPANY AGAINST THE ADMINISTRATIVE AGENT, THE LC ISSUER OR ANY BANK OR
      ANY
      AFFILIATE OF THE ADMINISTRATIVE AGENT, THE LC ISSUER OR ANY BANK INVOLVING,
      DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR
      CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO,
      ILLINOIS.






39




9.14  WAIVER
      OF JURY TRIAL .
      THE
      COMPANY, THE ADMINISTRATIVE AGENT, THE LC ISSUER AND EACH BANK HEREBY WAIVE
      TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY,
      ANY
      MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING
      OUT
      OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP
      ESTABLISHED THEREUNDER.




9.15  Confidentiality .
      Each
      Bank agrees to hold any confidential information which it may receive from
      the
      Company pursuant to this Agreement, including information obtained from the
      books and records of the Company made available pursuant to Section
      6.4 ,
      in
      confidence, except for disclosure (i) to other Banks and their respective
      Affiliates, (ii) to legal counsel, accountants, and other professional advisors
      to that Bank, (iii) to regulatory officials, (iv) as requested pursuant to
      or as
      required by law, regulation, or legal process, (v) in connection with any legal
      proceeding to which that Bank is a party (so long as such proceeding arises
      from
      or is related to this Agreement or the transactions contemplated hereby), and
      (vi) permitted by Section
      12.4 .
      Each
      Bank is hereby authorized to deliver a copy of any information delivered to
      it
      if so requested by any regulatory body having jurisdiction over it; provided that
      such Bank will notify the Company of any such request (other than a request
      arising in the course of a bank audit, notice of which such Bank shall deliver
      to the Company as soon as is practicable) before divulging such information
      to
      such regulatory body unless such disclosure is legally prohibited by the terms
      of such request.









**ARTICLE
      X**




**THE
      ADMINISTRATIVE AGENT**




10.1  Appointment .
      JPMorgan is hereby appointed Administrative Agent hereunder and under each
      other
      Loan Document, and each of the Banks irrevocably authorizes the Administrative
      Agent to act as the agent of such Bank. The Administrative Agent agrees to
      act
      as such upon the express conditions contained in this Article
      X .
      The
      Administrative Agent shall not have a fiduciary relationship in respect of
      any
      Bank by reason of this Agreement.






40




10.2  Powers .
      The
      Administrative Agent shall have and may exercise such powers under the Loan
      Documents as are specifically delegated to the Administrative Agent by the
      terms
      of each thereof, together with such powers as are reasonably incidental thereto.
      The Administrative Agent shall have no implied duties to the Banks, or any
      obligation to the Banks to take any action thereunder except any action
      specifically provided by the Loan Documents to be taken by the Administrative
      Agent.




10.3  General
      Immunity .
      Neither
      the Administrative Agent nor any of its directors, officers, agents or employees
      shall be liable to the Banks or any Bank for any action taken or omitted to
      be
      taken by it or them hereunder or under any other Loan Document or in connection
      herewith or therewith except for its or their own gross negligence or willful
      misconduct.




10.4  No
      Responsibility for Loan Documents, Recitals, etc. Neither
      the Administrative Agent nor any of its directors, officers, agents or employees
      shall be responsible for or have any duty to ascertain, inquire into, or verify
      (i) any statement, warranty or representation made in connection with any Loan
      Document or any borrowing hereunder; (ii) the performance or observance of
      any
      of the covenants or agreements of any obligor under any Loan Document; (iii)
      the
      satisfaction of any condition specified in Article
      IV ,
      except
      receipt of items required to be delivered to the Administrative Agent; or (iv)
      the validity, effectiveness or genuineness of any Loan Document or any other
      instrument or writing furnished in connection therewith.




10.5  Action
      on Instructions of Banks .
      The
      Administrative Agent shall in all cases be fully protected in acting, or in
      refraining from acting, hereunder and under any other Loan Document in
      accordance with written instructions signed by the Required Banks, and such
      instructions and any action taken or failure to act pursuant thereto shall
      be
      binding on all of the Banks and on all holders of Notes.




10.6  Employment
      of Agents and Counsel .
      The
      Administrative Agent may execute any of its duties as Administrative Agent
      hereunder and under any other Loan Document by or through employees, agents,
      and
      attorneys-in-fact and shall not be answerable to the Banks, except as to money
      or securities received by it or its authorized agents, for the default or
      misconduct of any such agents or attorneys-in-fact selected by it with
      reasonable care. The Administrative Agent shall be entitled to advice of counsel
      concerning all matters pertaining to the agency hereby created and its duties
      hereunder and under any other Loan Document.




10.7  Reliance
      on Documents; Counsel .
      The
      Administrative Agent shall be entitled to rely upon any Note, notice, consent,
      certificate, affidavit, letter, telegram, statement, paper or document believed
      by it to be genuine and correct and to have been signed or sent by the proper
      person or persons, and, in respect to legal matters, upon the opinion of counsel
      selected by the Administrative Agent, which counsel may be employees of the
      Administrative Agent.




10.8  Administrative
      Agent’s Reimbursement and Indemnification .
      The
      Banks agree to reimburse and indemnify the Administrative Agent ratably in
      proportion to their respective Pro Rata Shares (i) for any amounts not
      reimbursed by the Company for which the Administrative Agent is entitled to
      reimbursement by the Company under the Loan Documents, (ii) for any other
      expenses incurred by the Administrative Agent on behalf of the Banks, in
      connection with the preparation, execution, delivery, administration and
      enforcement of the Loan Documents and (iii) for any liabilities, obligations,
      losses, damages, penalties, actions, judgments, suits, costs, expenses or
      disbursements of any kind and nature whatsoever which may be imposed on,
      incurred by or asserted against the Administrative Agent in any way relating
      to
      or arising out of the Loan Documents or any other document delivered in
      connection therewith or the transactions contemplated thereby, or the
      enforcement of any of the terms thereof or of any such other documents, provided
      that no Bank shall be liable for any of the foregoing to the extent they arise
      from the gross negligence or willful misconduct of the Administrative
      Agent.






41




10.9  Rights
      as a Bank .
      With
      respect to its Commitment, Loans made by it and any Note issued to it, the
      Administrative Agent shall have the same rights and powers hereunder and under
      any other Loan Document as any Bank and may exercise the same as though it
      were
      not the Administrative Agent, and the term “Bank” or “Banks” shall, unless the
      context otherwise indicates, include the Administrative Agent in its individual
      capacity. Nothing contained herein shall preclude the Administrative Agent
      or
      any other Bank from engaging in any debt, equity or other transaction, in
      addition to those contemplated by this Agreement or any other Loan Document,
      with the Company or any of its Affiliates in which the Company or such Affiliate
      is not restricted hereby from engaging with any other Person.




10.10  Bank
      Credit Decision .
      Each
      Bank acknowledges that it has, independently and without reliance upon the
      Administrative Agent or any other Bank and based on the financial statements
      prepared by the Company and such other documents and information as it has
      deemed appropriate, made its own credit analysis and decision to enter into
      this
      Agreement and the other Loan Documents. Each Bank also acknowledges that it
      will, independently and without reliance upon the Administrative Agent or any
      other Bank 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 Agreement and the other Loan
      Documents.




10.11  Successor
      Administrative Agent .
      The
      Administrative Agent may resign at any time by giving written notice thereof
      to
      the Banks and the Company, and the Administrative Agent may be removed at any
      time with or without cause by written notice received by the Administrative
      Agent from the Required Banks. Upon any such resignation or removal, the
      Required Banks shall have the right to appoint, on behalf of the Company and
      the
      Banks, a successor Administrative Agent. Such appointment shall not be made
      without the prior written consent of the Company. If no successor Administrative
      Agent shall have been so appointed by the Required Banks and shall have accepted
      such appointment within thirty days after the retiring Administrative Agent’s
      giving notice of resignation, then the Administrative Agent’s resignation shall
      become effective and the duties and responsibilities of the Administrative
      Agent
      hereunder shall be performed by the Banks until such time as a new
      Administrative Agent is appointed by the Required Banks and such appointment
      is
      consented to by the Company. Any successor Administrative Agent so appointed
      and
      approved shall thereupon succeed to and become vested with all the rights,
      powers, privileges and duties of the Administrative Agent hereunder and under
      the other Loan Documents. After any retiring Administrative Agent’s resignation
      hereunder as Administrative Agent, the provisions of this Article
      X shall
      continue in effect for its benefit in respect of any actions taken or omitted
      to
      be taken by it while it was acting as the Administrative Agent hereunder and
      under the other Loan Documents.






42




10.12  Other
      Agents, Etc. The
      titles “Syndication Agent”, “Co-Documentation Agent”, “Senior Managing Agent”,
“Co-Agent”, “Arranger” and “Co-Lead Arranger and Co-Book Runner” are purely
      honorific, and no Person designated on the cover page, signature pages, or
      elsewhere in this Agreement as having any such title shall have any duties
      or
      responsibilities hereunder in such capacity.




**ARTICLE
      XI**




**SETOFF;
      RATABLE PAYMENTS**




11.1  Setoff .
      In
      addition to, and without limitation of, any rights of the Banks under applicable
      law, if the Company becomes insolvent, however evidenced, or any Default occurs,
      any indebtedness from any Bank to the Company (including all account balances,
      whether provisional or final and whether or not collected or available but
      excluding amounts maintained by the Company as part of its normal treasury
      operations used for the purpose of conducting the Company’s ordinary ongoing
      business) may be offset and applied toward the payment of the Obligations owing
      to such Bank, whether or not the Obligations, or any part hereof, shall then
      be
      due.




11.2  Ratable
      Payments .
      If any
      Bank, whether by setoff or otherwise, has payment made to it upon its
      Outstanding Credit Exposure (other than payments received pursuant to Article
      III )
      in a
      greater proportion than that received by any other Bank, such Bank agrees,
      promptly upon demand, to purchase a portion of the Loans held by the other
      Banks
      so that after such purchase each Bank will hold its Pro Rata Share of the
      Aggregate Outstanding Credit Exposure. If any Bank, whether in connection with
      setoff or amounts which might be subject to setoff or otherwise, receives
      collateral or other protection for its Obligations or such amounts which may
      be
      subject to setoff, such Bank agrees, promptly upon demand, to take such action
      necessary such that all Banks share in the benefits of such collateral ratably
      in proportion to their respective Pro Rata Shares. In case any such payment
      is
      disturbed by legal process, or otherwise, appropriate further adjustments shall
      be made.









**ARTICLE
      XII**




**BENEFIT
      OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS**




12.1  Successors
      and Assigns .
      The
      terms and provisions of the Loan Documents shall be binding upon and inure
      to
      the benefit of the Company and the Banks and their respective successors and
      assigns, except that (i) the Company shall not have the right to assign its
      rights or obligations under the Loan Documents without the express written
      consent of the Administrative Agent and the Banks (which shall not be
      unreasonably withheld) and (ii) any assignment by any Bank must be made in
      compliance with Section
      12.3 .
      Notwithstanding clause
      (ii) of this
      Section, any Bank may at any time, without the consent of the Company or the
      Administrative Agent, assign all or any portion of its rights under this
      Agreement and its Note to a Federal Reserve Bank; provided that no
      such assignment shall release the transferor Bank from its obligations
      hereunder. The Administrative Agent may treat the payee of any Note as the
      owner
      thereof for all purposes hereof unless and until such payee complies with Section
      12.3 in the
      case of an assignment thereof or, in the case of any other transfer, a written
      notice of the transfer is filed with the Administrative Agent. Any assignee
      or
      transferee of a Note agrees by acceptance thereof to be bound by all the terms
      and provisions of the Loan Documents. Any request, authority or consent of
      any
      Person, who at the time of making such request or giving such authority or
      consent is the holder of any Note, shall be conclusive and binding on any
      subsequent holder, transferee or assignee of such Note or of any Note issued
      in
      exchange therefor.






43




12.2  Participations .




12.2.1  Permitted
      Participants; Effect .
      Any
      Bank may, in the ordinary course of its commercial banking business and in
      accordance with applicable law, at any time sell to one or more banks or other
      entities (“ Participants ”)
      participating interests in any Loan owing to such Bank, any Note held by such
      Bank, any Commitment of such Bank or any other interest of such Bank under
      the
      Loan Documents. In the event of any such sale by a Bank of participating
      interests to a Participant, such Bank’s obligations under the Loan Documents
      shall remain unchanged, such Bank shall remain solely responsible to the other
      parties hereto for the performance of such obligations, such Bank shall remain
      the holder of any such Note for all purposes under the Loan Documents, all
      amounts payable by the Company under this Agreement shall be determined as
      if
      such Bank had not sold such participating interests, and the Company and the
      Administrative Agent shall continue to deal solely and directly with such Bank
      in connection with such Bank’s rights and obligations under the Loan
      Documents.




12.2.2  Voting
      Rights .
      Each
      Bank shall retain the sole right to approve, without the consent of any
      Participant, any amendment, modification or waiver of any provision of the
      Loan
      Documents other than any amendment, modification or waiver with respect to
      any
      Credit Extension or Commitment in which such Participant has an interest which
      forgives principal, interest, fees or any Reimbursement Obligation or reduces
      the interest rate or fees payable with respect to any such Credit Extension
      or
      Commitment, postpones any date fixed for any regularly-scheduled payment of
      principal of, or interest or fees on, any such Credit Extension or Commitment,
      releases any guarantor of any such Credit Extension or releases any substantial
      portion of collateral, if any, securing any such Credit Extension.




12.2.3  Benefit
      of Setoff .
      The
      Company agrees that each Participant shall be deemed to have the right of setoff
      provided in Section
      11.1 in
      respect of its participating interest in amounts owing under the Loan Documents
      to the same extent as if the amount of its participating interest were owing
      directly to it as a Bank under the Loan Documents, provided that each Bank
      shall
      retain the right of setoff provided in Section
      11.1 with
      respect to the amount of participating interests sold to each Participant.
      The
      Banks agree to share with each Participant, and each Participant, by exercising
      the right of setoff provided in Section
      11.1 ,
      agrees
      to share with each Bank, any amount received pursuant to the exercise of its
      right of setoff, such amounts to be shared in accordance with Section
      11.2 as if
      each Participant were a Bank.






44




12.3  Assignments .




12.3.1  Permitted
      Assignments .
      Any
      Bank may, in the ordinary course of its commercial banking business and in
      accordance with applicable law, at any time assign to one or more banks or
      other
      entities (each a “ Purchaser ”)
      all or
      any part of its rights and obligations under the Loan Documents; provided that the
      amount being assigned pursuant to each such assignment (determined as of the
      effective date specified in the applicable Assignment Agreement (an
“ Assignment
      Effective Date ”))
      shall
      (unless each of the Company and the Administrative Agent otherwise consents)
      not
      be less than $10,000,000 or, if less, the entire amount of such Bank’s
      Commitment, and shall be in an integral amount of $1,000,000. The consents
      of
      the Administrative Agent, the LC Issuer and, unless a Default has occurred
      and
      is continuing, the Company (which consents shall not be unreasonably withheld
      or
      delayed) shall be required prior to an assignment becoming effective with
      respect to a Purchaser which is not a Bank or an Affiliate thereof.




12.3.2  Effect;
      Effective Date .
      Upon
      (i) delivery to the Administrative Agent of an Assignment Agreement executed
      by
      the applicable assigning Bank and the applicable Purchaser, together with any
      consents required by Section
      12.3.1 ,
      and
      (ii) payment of a $3,500 fee to the Administrative Agent for processing such
      assignment, such assignment shall become effective on the applicable Assignment
      Effective Date. On and after the effective date of such assignment, the
      applicable Purchaser shall for all purposes be a Bank party to this Agreement
      and any other Loan Document executed by the Banks and shall have all the rights
      and obligations of a Bank under the Loan Documents, to the same extent as if
      it
      were an original party hereto, and no further consent or action by the Company,
      the Banks, the LC Issuer or the Administrative Agent shall be required to
      release the transferor Bank with respect to the percentage of the Aggregate
      Commitment and Loans assigned to such Purchaser.




12.4  Dissemination
      of Information .
      The
      Company authorizes each Bank to disclose to any Participant or Purchaser, to
      any
      direct or indirect contractual counterparty to any credit derivative transaction
      relating to obligations of the Company or to any other Person acquiring an
      interest in the Loan Documents by operation of law (each a “ Transferee ”)
      and
      any prospective Transferee any and all information in such Bank’s possession
      concerning the creditworthiness of the Company and the Subsidiaries; provided
      that each Transferee agrees to be bound by Section
      9.15 of this
      Agreement.




12.5  Tax
      Treatment .
      If any
      interest in any Loan Document is transferred to any Transferee which is
      organized under the laws of any jurisdiction other than the United States or
      any
      State thereof, the transferor Bank shall cause such Transferee, concurrently
      with the effectiveness of such transfer, to comply with the provisions of Section
      2.6 .




**ARTICLE
      XIII**




**NOTICES**




45






13.1  Giving
      Notice .
      Except
      as otherwise permitted by Section
      2.4.9 with
      respect to borrowing notices and Conversion/Continuation Notices, all notices
      and other communications provided to any party hereto under this Agreement
      or
      any other Loan Document shall be in writing or by facsimile and addressed or
      delivered to such party (i) in the case of the Company or the Administrative
      Agent, at its address or facsimile number set forth below its signature hereto,
      (ii) in the case of any Bank, at its address or facsimile number set forth
      in
      its Administrative Questionnaire or (iii) in the case of any party to this
      Agreement, at such other address or facsimile number as may be designated by
      such party in a notice to the other parties. Any notice, if mailed and properly
      addressed with postage prepaid, shall be deemed given when received; any notice,
      if transmitted by facsimile, shall be deemed given when
      transmitted.




13.2  Change
      of Address .
      The
      Company, the Administrative Agent, the LC Issuer and any Bank may each change
      the address for service of notice upon it by a notice in writing to the other
      parties hereto.




**ARTICLE
      XIV**




**COUNTERPARTS;** **TERMINATION
      OF EXISTING CREDIT AGREEMENT**




This
      Agreement may be executed in any number of counterparts, all of which taken
      together shall constitute one agreement, and any of the parties hereto may
      execute this Agreement by signing any such counterpart. The Company and the
      Banks which are parties to the Existing Agreement (which Banks constitute
“Required Banks” as defined in the Existing Agreement) agree that, concurrently
      with the effectiveness of this Agreement (and without regard to any requirement
      for prior notice of termination of the commitments under the Existing
      Agreement), the commitments under the Existing Agreement shall terminate and
      be
      of no further force or effect.









46


IN
      WITNESS WHEREOF, the Company, the Banks, the LC Issuer and the Administrative
      Agent have executed this Agreement as of the date first above
      written.




**MIDAMERICAN
              ENERGY COMPANY**By:
            /s/ Paul
              J. LeightonMr.
              Paul
              J. LeightonVice President & Corporate
              Secretary




By:
            /s/ Brian
              K. HankelMr.
              Brian K. HankelVice
              President & Treasurer666
                Grand AvenueP.O.
                Box 657Des
                Moines, IA 50303-0657Attention:TreasurerTelecopier:(515)
              242-4261






S-1




***Commitments***$31,500,000
            
            **JPMORGAN
                CHASE BANK, N.A.**,*Individually,*
              *as
                LC Issuer and as Administrative Agent*By:
            /s/ Jane
              Bek KeilName:Jane
              Bek KeilTitle:DirectorAddress:1
              Bank One PlazaChicago, IL 60670Attention:Utilities
              GroupTelecopier:(312)
              325-3020









S-2










$31,500,000
            **UNION
                BANK OF CALIFORNIA, N.A.,**
              *Individually and as Syndication
                Agent*By:
            /s/ 
              Dennis G. BlankName:Dennis
              G. BlankTitle:Vice
              President









S-3




$30,000,000
            **THE
                BANK OF NEW YORK,**
              *Individually and as a Co-Documentation
                Agent*By:
            /s/ 
              Cynthia D. HowellsName:Cynthia
              D. HowellsTitle:Vice
              President










S-4








$30,000,000
            **BNP PARIBAS,**
              *Individually and as a Co-Documentation
                Agent*By:
            /s/ 
              Francis J. DelaneyName:Francis
              J. DelaneyTitle:Managing
              Director





By:
            /s/ 
              Andrew S. PlattName:Andrew
              S. PlattTitle:Director


S-5




$30,000,000
            **ABN
                AMRO BANK N.V.,**
              *Individually and as a Co-Documentation
                Agent*By:
            /s/ 
              R. Scott DonaldsonName:R.
              Scott DonaldsonTitle:Vice
              President




By:
            /s/ 
              John ReedName:John
              ReedTitle:Vice
              President







S-6




$30,000,000
            **THE
                ROYAL BANK OF SCOTLAND plc,**
              *Individually and as Senior Managing
                Agent*By:
            /s/ 
              Grant MatthewsName:Grant
              MatthewsTitle:Senior
              Vice President






S-7




$27,000,000
            **WACHOVIA
                BANK, N.A.,**
              *Individually and as a
                Co-Agent*By:
            /s/ 
              Rotcher WatkinsName:Rotcher
              WatkinsTitle:Managing
              Director








S-8






$27,000,000
            **WELLS
                FARGO BANK, N.A.,**
              *Individually and as a
                Co-Agent*By:
            /s/ 
              Charles W. ReedName:Charles
              W. ReedTitle:Vice
              President




By:
            /s/ 
              Kathleen M. SavardName:Kathleen
              M. SavardTitle:Vice
              President




S-9




$27,000,000
            **U.S.
                BANK NATIONAL ASSOCIATION,**
              *Individually and as a
                Co-Agent*By:
            /s/ 
              Karen NelsenName:Karen
              NelsenTitle:Vice
              President







S-10








$27,000,000
            **LEHMAN
                BROTHERS BANK, FSB,**
              *Individually and as a
                Co-Agent*By:
            /s/ 
              Janine M. ShuganName:Janine
              M. ShuganTitle:Authorized
              Signatory





S-11








$27,000,000
            **COMMERZBANK
                AG, New York and Grand Cayman Branches,**
              *Individually and as a
                Co-Agent*By:
            /s/ 
              Andrew CampbellAndrew
              CampbellSenior
              Vice President




By:
            /s/ 
              Barbara StacksAssistant
              Treasurer








S-12








$27,000,000
            **BANK
                HAPOALIM B.M.,**
              *Individually and as a
                Co-Agent*By:
            /s/ 
              James P. SurlessName:James
              P. SurlessTitle:Vice
              President






By:
            /s/ 
Laura
              Anne RaffaName:Laura
              Anne RaffaTitle:
              Executive
              Vice President & Corporate
              Manager






S-13





$25,000,000
            **FIFTH
              THIRD BANK**By:
            /s/ 
              Christopher C. MotleyName:Christopher
              C. MotleyTitle:Assistant
              Vice President








S-14




$20,000,000
            **NATIONAL
              CITY BANK OF THE MIDWEST**By:
            /s/ 
              Kevin M.KnopfName:Kevin
              M. KnopfTitle:Vice
              President







S-15




$20,000,000
            **MIZUHO
              CORPORATE BANK, LTD.**By:
            /s/ 
              Mark GronichName:Mark
              GronichTitle:Senior
              Vice President












S-16







$15,000,000
            **FIRST
              NATIONAL BANK OF OMAHA**By:
            /s/ 
              Larry R. GuentherName:Larry
              R. GuentherTitle:Vice
              President








S-17


**SCHEDULE
      I**


PRICING
      SCHEDULE





A/A2
            A-/A3
            BBB+/Baa1
            BBB/Baa2
            BBB-/Baa3
            <BBB-/Baa3**S****TATUS**
            **Level
                I Status**
            **Level
                II Status**
            **Level
                III Status**
            **Level
                IV Status**
            **Level
                V Status**
            **Level
                VI Status***Applicable
                Margin and LC Fee Rate*
            *0.265%*
            *0.400%*
            *0.500%*
            *0.600%*
            *0.700%*
            *0.875%**Facility
                Fee Rate*
            *0.085%*
            *0.100%*
            *0.125%*
            *0.150%*
            *0.175%*
            *0.250%**Utilization
                Fee Rate*
            *0.100%*
            *0.100%*
            *0.125%*
            *0.125%*
            *0.125%*
            *0.250%*





For
      the
      purposes of this Schedule, the following terms have the following meanings,
      subject to the final two paragraphs of this Schedule:




“Level
      I
      Status” exists at any date if, on such date, the Company’s Moody’s Rating is A2
      or better *or* the
      Company’s S&P Rating is A or better.




“Level
      II
      Status” exists at any date if, on such date, (i) the Company has not qualified
      for Level I Status and (ii) the Company’s Moody’s Rating is A3 or better *or* the
      Company’s S&P Rating is A- or better.




“Level
      III Status” exists at any date if, on such date, (i) the Company has not
      qualified for Level I Status or Level II Status and (ii) the Company’s Moody’s
      Rating is Baa1 or better *or* the
      Company’s S&P Rating is BBB+ or better.




“Level
      IV
      Status” exists at any date if, on such date, (i) the Company has not qualified
      for Level I Status, Level II Status or Level III Status and (ii) the Company’s
      Moody’s Rating is Baa2 or better *or* the
      Company’s S&P Rating is BBB or better.




“Level
      V
      Status” exists at any date if, on such date, (i) the Company has not qualified
      for Level I Status, Level II Status, Level III Status or Level IV Status and
      (ii) the Company’s Moody’s Rating is Baa3 or better *or* the
      Company’s S&P Rating is BBB- or better.




“Level
      VI
      Status” exists at any date if, on such date, the Company has not qualified for
      Level I Status, Level II Status, Level III Status, Level IV Status or Level
      V
      Status.




“Status”
      means Level I Status, Level II Status, Level III Status, Level IV Status, Level
      V Status or Level VI Status.




The
      Applicable Margin, the LC Fee Rate, the Facility Fee Rate and the Utilization
      Fee Rate shall be determined in accordance with the foregoing table based on
      the
      Company’s Status as determined from its then-current Moody’s and S&P
      Ratings. The credit rating in effect on any date for the purposes of this
      Schedule is that in effect at the close of business on such date. If at any
      time
      the Company has no Moody’s Rating or no S&P Rating, Level VI Status shall
      exist; provided that if
      the reason that there is no Moody’s Rating or S&P Rating results from
      Moody’s or S&P, as the case may be, ceasing to issue debt ratings generally,
      then the Company and the Administrative Agent may select another nationally
      recognized rating agency to substitute for Moody’s or S&P, as applicable,
      for purposes of this Schedule and the Credit Agreement to which this Schedule
      is
      attached (and all references herein and therein to Moody’s or S&P, as
      applicable, shall refer to such substitute rating agency).




If
        the
        Company is split-rated and the ratings differential is one level, the higher
        rating will apply. If the Company is split-rated and the ratings differential
        is
        two levels or more, the intermediate rating at the midpoint will apply. If
        there
        is no midpoint, the higher of the two intermediate ratings will
        apply.









**EXHIBIT
      A**




**NOTE**




,
      200_




**MIDAMERICAN
      ENERGY COMPANY** ,
      an Iowa
      corporation (the “Company”), promises to pay, on or before the Termination Date,
      to the order of   (the
“Bank”) the aggregate unpaid principal amount of all Loans made by the Bank to
      the Company pursuant to Section 2.2 of the Credit Agreement referred to below,
      in immediately available funds at the main office of JPMorgan Chase Bank, N.A.,
      as Administrative Agent, together with interest on the unpaid principal amount
      hereof at the rates and on the dates set forth in such Credit
      Agreement.




The
      Bank
      shall, and is hereby authorized to, record on the schedule attached hereto,
      or
      to otherwise record in accordance with its usual practice, the date and amount
      of each Loan and the date and amount of each principal payment
      hereunder.




This
      Note
      is one of the Notes issued pursuant to, and is entitled to the benefits of,
      the
      Credit Agreement dated as of November 18, 2004 (as amended or otherwise modified
      from time to time, the “Credit Agreement”) among the Company, Union Bank of
      California, N.A., individually and as Syndication Agent, JPMorgan Chase Bank,
      N.A., individually and as Administrative Agent, and the banks named therein,
      including the Bank. Reference is made to the Credit Agreement for a statement
      of
      the terms and conditions under which this Note may be prepaid or its maturity
      date accelerated. Capitalized terms used herein and not otherwise defined herein
      are used with the respective meanings attributed to them in the Credit
      Agreement.










**MIDAMERICAN
      ENERGY COMPANY**




By:


Title:




By:
 Title:
















SCHEDULE
      OF LOANS AND PAYMENTS OF PRINCIPAL


TO


NOTE
      OF


MIDAMERICAN
      ENERGY COMPANY,


DATED
      ________, 200_








*Principal*
            *Maturity*
            *Principal**Amount
                of*
            *of
                Interest*
            *Amount*
            Unpaid*Date*
            *Loan*
            *Period*
            *Paid*
            *Balance*












**EXHIBIT
      B**




**OPINION
      OF COUNSEL**




__________,
      2004




The
      Banks
      which are parties to the


Credit
      Agreement described below




c/o
      JPMorgan Chase Bank, N.A., as Administrative Agent


1
      Bank
      One Plaza


Chicago,
      IL 60670




Gentlemen:




I
      am
      counsel for MidAmerican Energy Company, an Iowa corporation (the “Company”), and
      have represented the Company in connection with its execution and delivery
      of a
      Credit Agreement among the Company, Union Bank of California, N.A., individually
      and as Syndication Agent, and JPMorgan Chase Bank, N.A., individually and as
      Administrative Agent, and the other Banks named therein and dated as of November
      18, 2004 (the “Agreement”). All capitalized terms used in this opinion and not
      otherwise defined shall have the meanings attributed to them in the
      Agreement.




I
      have
      examined the Company’s articles of incorporation, by-laws and resolutions, the
      Loan Documents and such other matters of fact and law which I deem necessary
      in
      order to render this opinion. Based upon the foregoing, it is my opinion
      that:




l.  The
      Company is a corporation duly incorporated, validly existing and in good
      standing under the laws of its state of incorporation and has all requisite
      authority to conduct its business in each jurisdiction in which its business
      is
      conducted.




2.  The
      execution and delivery of the Loan Documents by the Company and the performance
      by the Company of the Obligations have been duly authorized by all necessary
      corporate action and proceedings on the part of the Company and will
      not:




(a)  require
      any consent of the Company’s shareholders;




(b)  violate
      (i) any law, rule or regulation which is binding upon the Company or the
      Company’s articles of incorporation or by-laws or (ii) to the best of my
      knowledge, any order, writ, judgment, injunction, decree or award, or any
      indenture, instrument or agreement, which is binding upon the Company;
      or




(c)  result
      in, or require, the creation or imposition of any lien pursuant to the
      provisions of any indenture, instrument or agreement which is binding upon
      the
      Company.









3.  The
      Loan
      Documents have been duly executed and delivered by the Company and constitute
      legal, valid and binding obligations of the Company enforceable against the
      Company in accordance with their terms except to the extent the enforcement
      thereof may be limited by bankruptcy, insolvency or similar laws affecting
      the
      enforcement of creditors’ rights generally and subject also to the availability
      of equitable remedies if equitable remedies are sought.




4.  There
      is
      no litigation or proceeding pending or, to my knowledge, threatened against
      the
      Company or any Subsidiary which, if adversely determined, would materially
      adversely affect the business or condition of the Company and its Subsidiaries,
      taken as a whole.




5.  No
      approval, authorization, consent, adjudication or order of any governmental
      authority, which has not been obtained by the Company, is required to be
      obtained by the Company in connection with the execution and delivery of the
      Loan Documents, the borrowings under the Agreement or the payment by the Company
      of the Obligations.




This
      opinion may be relied upon by the Banks and their permitted participants,
      assignees and other transferees.




Very
      truly yours,










**EXHIBIT
      C**




**ASSIGNMENT
      AGREEMENT**




This
      Assignment and Assumption (the “ Assignment
      and Assumption ”)
      is
      dated as of the Effective Date set forth below and is entered into by and
      between [ *Insert
      name of Assignor* (the
“ Assignor ”)
      and *Insert
      name of Assignee* (the
“ Assignee ”).
      Capitalized terms used but not defined herein shall have the respective meanings
      given to them in the Credit Agreement identified below (as amended, the
“ Credit
      Agreement ”),
      receipt of a copy of which is hereby acknowledged by the Assignee. The Terms
      and
      Conditions set forth in Annex 1 attached hereto are hereby agreed to and
      incorporated herein by reference and made a part of this Assignment and
      Assumption as if set forth herein in full.




For
      an
      agreed consideration, the Assignor hereby irrevocably sells and assigns to
      the
      Assignee, and the Assignee hereby irrevocably purchases and assumes from the
      Assignor, subject to and in accordance with the Standard Terms and Conditions
      and the Credit Agreement, as of the Effective Date inserted by the
      Administrative Agent as contemplated below, the interest in and to all of the
      Assignor’s rights and obligations in its capacity as a Bank under the Credit
      Agreement and any other documents or instruments delivered pursuant thereto
      that
      represents the amount and percentage interest identified below of all of the
      Assignor’s outstanding rights and obligations under the respective facilities
      identified below (including any letters of credit and guaranties included in
      such facilities and, to the extent permitted to be assigned under applicable
      law, all claims (including contract claims, tort claims, malpractice claims,
      statutory claims and all other claims at law or in equity), suits, causes of
      action and any other right of the Assignor against any Person whether known
      or
      unknown arising under or in connection with the Credit Agreement, any other
      documents or instruments delivered pursuant thereto or the loan transactions
      governed thereby) (the “ Assigned
      Interest ”).
      Such
      sale and assignment is without recourse to the Assignor and, except as expressly
      provided in this Assignment and Assumption, without representation or warranty
      by the Assignor.




1.  Assignor:





2.  Assignee:





3.  Borrower:  MidAmerican
      Energy Company





4.  Agent:   JPMorgan
      Chase Bank, N.A., as the Administrative Agent under the Credit
      Agreement.





5.  Credit
      Agreement:  The
      Credit Agreement dated as of November 18, 2004 among the Borrower, the Banks
      party thereto, and JPMorgan Chase Bank, N.A., as Agent.





6.  Assigned
      Interest:






D-1




Facility
                Assigned
            Aggregate Amount of
              Commitment/Loans
              for
                all Banks*
            Amount of Commitment/Loans
              Assigned*
            Percentage
                Assigned of
              Commitment/Loans1____________
            $
            $
            _______%____________
            $
            $
            _______%






7.
            Trade Date:
            2Effective Date:
            ****____________________,
              20__
            **[**TO
              BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION
              OF TRANSFER BY THE AGENT.**]**




The
      terms
      set forth in this Assignment and Assumption are hereby agreed to:




ASSIGNOR**[**NAME
              OF ASSIGNOR**]**By:Title




ASSIGNEE**[**NAME
                OF ASSIGNEE**]**Date:
              By:Title





**[**Consented
      to and**]** 3    Accepted:


JPMORGAN
      CHASE BANK, N.A., as Agent





By:


Title:




**[**Consented
      to:**]** 4


*
          Amount to
          be adjusted by the counterparties to take into account any payments or
          prepayments made between the Trade Date and the Effective Date.
 1 Set
          forth, to
          at least 9 decimals, as a percentage of the Commitment/Loans of all Banks
          thereunder.
 2 Insert
          if
          satisfaction of minimum amounts is to be determined as of the Trade
          Date.
 3 To
          be added
          only if the consent of the Agent is required by the terms of the Credit
          Agreement.
 4 To
          be added
          only if the consent of the Company and/or other parties (e.g. LC Issuer)
          is
          required by the terms of the Credit Agreement.




D-2




**[** NAME
      OF
      RELEVANT PARTY **]**








By:


Title:






D-3


**ANNEX
      1**


**TERMS
      AND CONDITIONS FOR**




**ASSIGNMENT
      AND ASSUMPTION**




1. Representations
      and Warranties .





1.1 Assignor .
      The
      Assignor represents and warrants that (i) it is the legal and beneficial owner
      of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
      lien, encumbrance or other adverse claim and (iii) it has full power and
      authority, and has taken all action necessary, to execute and deliver this
      Assignment and Assumption and to consummate the transactions contemplated
      hereby. Neither the Assignor nor any of its officers, directors, employees,
      agents or attorneys shall be responsible for (i) any statements, warranties
      or
      representations made in or in connection with the Credit Agreement or any other
      Loan Document, (ii) the execution, legality, validity, enforceability,
      genuineness, sufficiency, perfection, priority, collectibility, or value of
      the
      Loan Documents or any collateral thereunder, (iii) the financial condition
      of
      the Company, any of its Subsidiaries or Affiliates or any other Person obligated
      in respect of any Loan Document, (iv) the performance or observance by the
      Company, any of its Subsidiaries or Affiliates or any other Person of any of
      their respective obligations under any Loan Document, (v) inspecting any of
      the
      property, books or records of the Company, or any guarantor, or (vi) any
      mistake, error of judgment, or action taken or omitted to be taken in connection
      with the Advances or the Loan Documents.





1.2. Assignee .
      The
      Assignee (a) represents and warrants that (i) it has full power and authority,
      and has taken all action necessary, to execute and deliver this Assignment
      and
      Assumption and to consummate the transactions contemplated hereby and to become
      a Bank under the Credit Agreement, (ii) from and after the Effective Date,
      it
      shall be bound by the provisions of the Credit Agreement as a Bank thereunder
      and, to the extent of the Assigned Interest, shall have the obligations of
      a
      Bank thereunder, (iii) agrees that its payment instructions and notice
      instructions are as set forth in Schedule 1 to this Assignment and Assumption,
      (iv) confirms that none of the funds, monies, assets or other consideration
      being used to make the purchase and assumption hereunder are “plan assets” as
      defined under ERISA and that its rights, benefits and interests in and under
      the
      Loan Documents will not be “plan assets” under ERISA, (v) agrees to indemnify
      and hold the Assignor harmless against all losses, costs and expenses (including
      reasonable attorneys’ fees) and liabilities incurred by the Assignor in
      connection with or arising in any manner from the Assignee’s non-performance of
      the obligations assumed under this Assignment and Assumption, (vi) it has
      received a copy of the Credit Agreement, together with copies of financial
      statements and such other documents and information as it has deemed appropriate
      to make its own credit analysis and decision to enter into this Assignment
      and
      Assumption and to purchase the Assigned Interest on the basis of which it has
      made such analysis and decision independently and without reliance on the Agent
      or any other Bank, and (vii) attached as Schedule 1 to this Assignment and
      Assumption is any documentation required to be delivered by the Assignee with
      respect to its tax status pursuant to the terms of the Credit Agreement, duly
      completed and executed by the Assignee and (b) agrees that (i) it will,
      independently and without reliance on the Agent, the Assignor or any other
      Bank,
      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 Loan Documents, and (ii) it will perform in accordance with their
      terms all of the obligations which by the terms of the Loan Documents are
      required to be performed by it as a Bank.







Annex
          1






2. Payments .
      The
      Assignee shall pay the Assignor, on the Effective Date, the amount agreed to
      by
      the Assignor and the Assignee. From and after the Effective Date, the Agent
      shall make all payments in respect of the Assigned Interest (including payments
      of principal, interest, Reimbursement Obligations, fees and other amounts)
      to
      the Assignor for amounts which have accrued to the Effective Date and to the
      Assignee for amounts which have accrued from and after the Effective
      Date.





3. General
      Provisions .
      This
      Assignment and Assumption shall be binding upon, and inure to the benefit of,
      the parties hereto and their respective successors and assigns. This Assignment
      and Assumption may be executed in any number of counterparts, which together
      shall constitute one instrument. Delivery
      of an executed counterpart of a signature page of this Assignment and
      Assumption by
      telecopy shall be effective as delivery of a manually executed counterpart
      of
      this Assignment and
      Assumption . This
      Assignment and Assumption shall be governed by, and construed in accordance
      with, the law of the State of Illinois.


**ADMINISTRATIVE
      QUESTIONNAIRE**




(Schedule
      to be supplied by Closing Unit or Trading Documentation Unit)




(For
      Forms for Primary Syndication call _____________ at
      ________________)




(For
      Forms after Primary Syndication call _____________ at
      ________________)










Annex
          1




**US
      AND NON-US TAX INFORMATION REPORTING REQUIREMENTS**




(Schedule
      to be supplied by Closing Unit or Trading Documentation Unit)




(For
      Forms for Primary Syndication call _____________ at
      ________________)




(For
      Forms after Primary Syndication call _____________ at
      ________________)










Annex
          1




**EXHIBIT
      D**




**COMPLIANCE
      CERTIFICATE**




To:
              The
                  Banks parties to the
 Credit Agreement Described
                Below




This
      Compliance Certificate is furnished pursuant to the Credit Agreement dated
      as of
      November 18, 2004 (as amended or otherwise modified from time to time, the
      “Agreement”) among the MidAmerican Energy Company (the “Company”), the banks
      party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Unless
      otherwise defined herein, capitalized terms used in this Compliance Certificate
      have the respective meanings ascribed thereto in the Agreement.




THE
      UNDERSIGNED HEREBY CERTIFIES ON BEHALF OF THE COMPANY THAT:




1.
            I
                am the duly electedof
                the Company;




2.
            I
                have reviewed the terms of the Agreement and I have made, or have
                caused
                to be made under my supervision, a detailed review of the transactions
                and
                conditions of the Company and its Subsidiaries during the accounting
                period covered by the attached financial statements;
                and




3.
            TheCompany’s
                Consolidated Debt as of the end of the most recently ended fiscal
                quarter
                is $_________________.




4.
              The
                  Company’s Consolidated Net Worth as of the end of the most recently ended
                  fiscal quarter is as set forth
                  below:
 
  (a)
              Capital stock
                  and additional paid-in capital *plus* retained earnings (or
                  *minus*accumulated
                  deficit)
              $(b)
              Preferred securities
              $**Consolidated Net Worth***(sum
                of Items 4(a) and (b))*
              $


5.
            The
                Company’s Capitalization as of the end of the most recently ended fiscal
                quarter is $_________________________ (*sum
                of Items 3 and 4*).




6.
              The
                  Company’s Debt to Capitalization Ratio as of the end of the most recently
                  ended fiscal quarter isdivided by=:1.0
 (*Item
                3*) (*Item
                5*)




The
      foregoing certifications are made and delivered this  day of  ,
      200  .




Annex
          1




**EXHIBIT
      E**





**INCREASE
      REQUEST**





_________________________,
      20___




JPMorgan
      Chase Bank, N.A., as Administrative Agent


under
      the
      Credit Agreement referred to below




Ladies/Gentlemen:




Please
      refer to the Credit Agreement dated as of November 18, 2004 among MidAmerican
      Energy Company (the “Company”), various financial institutions and JPMorgan
      Chase Bank, N.A., as Administrative Agent (as amended, modified, extended or
      restated from time to time, the “Credit Agreement”). Capitalized terms used but
      not defined herein have the respective meanings set forth in the Credit
      Agreement.




In
      accordance with Section
      2.4.12(ii) of the
      Credit Agreement, the Company hereby requests an increase in the Aggregate
      Commitment from $__________ to $__________. Such increase shall be made by
      [increasing the Commitment of ____________ from $________ to $________] [adding
      _____________ as a Bank under the Credit Agreement with a Commitment of
      $____________] as set forth in the letter attached hereto. Such increase shall
      be effective three Business Days after the date that the Administrative Agent
      accepts the letter attached hereto or such other date as is agreed among the
      Company, the Administrative Agent and the [increasing] [new] Bank.




Very
      truly yours,




MIDAMERICAN
      ENERGY COMPANY




By:
      _________________________________


Name:
      _______________________________


Title:
      ________________________________








Annex
          1




ANNEX
      I
      TO EXHIBIT E




[Date]




JPMorgan
      Chase Bank, N.A., as Administrative Agent


under
      the
      Credit Agreement referred to below




Ladies/Gentlemen:




Please
      refer to the letter dated __________, 20__ from MidAmerican Energy Company(the
      “ Company ”)
      requesting an increase in the Aggregate Commitment from $__________ to
      $__________ pursuant to Section 2.4.12(ii) of the Credit Agreement dated as
      of
      November 18, 2004 among the Company, various financial institutions and JPMorgan
      Chase Bank, N.A., as Administrative Agent (as amended, modified, extended or
      restated from time to time, the “Credit Agreement”). Capitalized terms used but
      not defined herein have the respective meanings set forth in the Credit
      Agreement.




The
      undersigned hereby confirms that it has agreed to increase its Commitment under
      the Credit Agreement from $__________ to $__________ effective on the date
      which
      is three Business Days after the acceptance hereof by the Administrative Agent
      or on such other date as may be agreed among the Company, the Administrative
      Agent and the undersigned.




Very
      truly yours,




[NAME
      OF
      INCREASING BANK]




By:_________________________


Title:______________________




Accepted
      as of


_________,
      ____




JPMORGAN
      CHASE BANK, N.A., as


Administrative
      Agent




By:
      _______________________________


Name:
      _____________________________


Title:
      ______________________________








Annex
          1




ANNEX
      II
      TO EXHIBIT E




[Date]




JPMorgan
      Chase Bank, N.A., as Administrative Agent


under
      the
      Credit Agreement referred to below




Ladies/Gentlemen:




Please
      refer to the letter dated __________, 20___ from MidAmerican Energy Company
      (the
“ Company ”)
      requesting an increase in the Aggregate Commitment from $__________ to
      $__________ pursuant to Section 2.4.12(ii) of the Credit Agreement dated as
      of
      November 18, 2004 among the Company, various financial institutions and JPMorgan
      Chase Bank, N.A., as Administrative Agent (as amended, modified, extended or
      restated from time to time, the “Credit Agreement”). Capitalized terms used but
      not defined herein have the respective meanings set forth in the Credit
      Agreement.




The
      undersigned hereby confirms that it has agreed to become a Bank under the Credit
      Agreement with a Commitment of $__________ effective on the date which is three
      Business Days after the acceptance hereof, and consent hereto, by the
      Administrative Agent or on such other date as may be agreed among the Company,
      the Administrative Agent and the undersigned.




The
      undersigned (a) acknowledges that it has received a copy of the Credit
      Agreement and the Schedules and Exhibits thereto, together with copies of the
      most recent financial statements delivered by the Company pursuant to the Credit
      Agreement, and such other documents and information as it has deemed appropriate
      to make its own credit and legal analysis and decision to become a Bank under
      the Credit Agreement; and (b) agrees that it will, independently and
      without reliance upon the Administrative Agent or any other Bank and based
      on
      such documents and information as it shall deem appropriate at the time,
      continue to make its own credit and legal decisions in taking or not taking
      action under the Credit Agreement.




The
      undersigned represents and warrants that (i) it is duly organized and
      existing and it has full power and authority to take, and has taken, all action
      necessary to execute and deliver this letter and to become a Bank under the
      Credit Agreement; and (ii) no notices to, or consents, authorizations or
      approvals of, any Person are required (other than any already given or obtained)
      for its due execution and delivery of this letter and the performance of its
      obligations as a Bank under the Credit Agreement.




The
      undersigned agrees to execute and deliver such other instruments, and take
      such
      other actions, as the Administrative Agent may reasonably request in connection
      with the transactions contemplated by this letter.






Annex
          1




The
      following administrative details apply to the undersigned:




(A)  Notice
      Address:




Legal
      name: __________________________


Address:
      _______________________________


_______________________________


_______________________________


Attention:
      _____________________________


Telephone:
      (___) _______________________


Facsimile:
      (___) ______________________




(B)  Payment
      Instructions:




Account
      No.: ___________________________


At:  ___________________________


___________________________


___________________________


Reference:
      ___________________________


Attention:
      ___________________________




The
      undersigned acknowledges and agrees that, on the date on which the undersigned
      becomes a Bank under the Credit Agreement as set forth in the second paragraph
      hereof, the undersigned will be bound by the terms of the Credit Agreement
      as
      fully and to the same extent as if the undersigned were an original Bank under
      the Credit Agreement.




Very
      truly yours,




[NAME
      OF
      NEW BANK]




By:_________________________


Title:______________________




Accepted
      and consented to as of


______________,
      20___




JPMORGAN
      CHASE BANK, N.A.,


as
      Administrative Agent




By:
      _____________________________


Name:
      ___________________________


Title:____________________________






Annex
          1




**CONTENTS**
 
 **Clause**
              
              **Subject
                  Matter**
              **Page**ARTICLE
                  I
              
              DEFINITIONS;
                  RULES OF INTERPRETATION
              11.1
              Definitions
              11.2
              Interpretation
              111.3
              Accounting
                  Terms
              11ARTICLE
                  II
              
              THE
                  FACILITY
              122.1
              The
                  Facility
              122.1.1
              Description
                  of Facility
              122.1.2
              Facility
                  Amount
              122.1.3
              Availability
                  of Facility
              122.2
              Advances
              122.2.1
              Advances
              122.2.2
              Rate
                  Options
              122.2.3
              Method
                  of Selecting Rate Options and Interest Periods for
                  Advances
              122.2.4
              Conversion
                  and Continuation of Outstanding Advances
              132.3
              Fees
              
              132.3.1
              Facility
                  Fee
              132.3.2
              Administrative
                  Agent’s Fees and Arrangers’ Fees
              132.3.3
              Upfront
                  Fee
              142.3.4
              Utilization
                  Fee
              142.4
              General
                  Facility Terms
              142.4.1
              Method
                  of Borrowing
              142.4.2
              Minimum
                  Amount of Each Advance
              142.4.3
              Payment
                  on the Termination Date
              142.4.4
              Optional
                  Principal Payments
              142.4.5
              Interest
                  Rates and Periods
              152.4.6
              Rate
                  after Maturity
              152.4.7
              Payment
                  Dates; Interest and Fee Basis
              152.4.8
              Method
                  of Payment
              152.4.9
              Evidence
                  of Indebtedness; Telephonic Notices
              162.4.10
              Notification
                  of Advances, Interest Rates and Prepayments
              172.4.11
              Non-Receipt
                  of Funds by the Administrative Agent
              172.4.12
              Changes
                  in Aggregate Commitment
              182.5
              Lending
                  Installations
              18
 
   -i-
  **CONTENTS**
 
 **Clause**
              **Subject
                  Matter**
              **Page**2.6
              Withholding
                  Tax Exemption
              192.7
              Facility
                  LCs
              192.7.1
              Issuance
              192.7.2
              Participations
              192.7.3
              Notice
              202.7.4
              LC
                  Fees
              202.7.5
              Administration;
                  Reimbursement by Banks
              202.7.6
              Reimbursement
                  by Company
              212.7.7
              Obligations
                  Absolute
              212.7.8
              Actions
                  of LC Issuer
              222.7.9
              Indemnification
              222.7.10
              Banks’
                  Indemnification
              232.7.11
              Facility
                  LC Collateral Account
              232.7.12
              Rights
                  as a Bank
              24ARTICLE
                  III
              
              CHANGE
                  IN CIRCUMSTANCES
              243.1
              Yield
                  Protection
              243.2
              Availability
                  of Rate Options
              253.3
              Funding
                  Indemnification
              253.4
              Bank
                  Statements; Survival of Indemnity
              253.5
              Substitution
                  of Bank
              26ARTICLE
                  IV
              
              CONDITIONS
                  PRECEDENT
              264.1
              Conditions
                  to Effectiveness
              264.2
              Each
                  Credit Extension
              27ARTICLE
                  V
              
              REPRESENTATIONS
                  AND WARRANTIES
              285.1
              Organization,
                  etc.
              285.2
              Due
                  Authorization, Non-Contravention, etc.
              285.3
              Government
                  Approval, Regulation, etc.
              285.4
              Validity,
                  etc.
              295.5
              Financial
                  Information
              295.6
              No
                  Material Adverse Change
              295.7
              Litigation,
                  Labor Controversies, etc.
              295.8
              Subsidiaries
              295.9
              Taxes
              29
 
   -ii-
  **CONTENTS**
 
 **Clause**
              **Subject
                  Matter**
              **Page**5.10
              Regulations
                  U and X
              295.11
              ERISA
              305.12
              Environmental
                  Matters
              30ARTICLE
                  VI
              
              COVENANTS
              306.1
              Financial
                  Information, Reports, Notices, etc.
              306.2
              Use
                  of Proceeds
              316.3
              Corporate
                  Existence
              316.4
              Books
                  and Records
              316.5
              Litigation
                  Notice
              326.6
              Notice
                  of Default or Unmatured Default
              326.7
              FERC
                  Approvals
              326.8
              Maintenance
                  of Property; Insurance
              326.9
              Compliance
                  with Laws
              326.10
              Debt
                  to Capitalization Ratio
              326.11
              Liens
              32ARTICLE
                  VII
              
              DEFAULTS
              337.1
              Non-Payment
                  of Obligations
              337.2
              Breach
                  of Warranty
              337.3
              Non-Performance
                  of Certain Covenants and Obligations
              337.4
              Non-Performance
                  of Other Covenants and Obligations
              337.5
              Default
                  on Other Indebtedness
              337.6
              Judgments
              347.7
              Bankruptcy,
                  Insolvency etc.
              347.8
              Unfunded
                  Liabilities
              357.9
              Environmental
                  Matters
              35ARTICLE
                  VIII
              
              ACCELERATION,
                  WAIVERS, AMENDMENTS AND REMEDIES
              358.1
              Acceleration;
                  Facility LC Collateral Account
              358.2
              Amendments
              368.3
              Preservation
                  of Rights
              37ARTICLE
                  IX
              
              GENERAL
                  PROVISIONS
              379.1
              Survival
                  of Representations
              379.2
              Governmental
                  Regulation
              379.3
              Taxes
              38
  
  -iii-
  **CONTENTS**
 
 
 **Clause**
              **Subject
                  Matter**
              **Page**9.4
              Headings
              389.5
              Entire
                  Agreement
              389.6
              Several
                  Obligations
              389.7
              Expenses;
                  Indemnification
              389.8
              Numbers
                  of Documents
              399.9
              USA
                  PATRIOT ACT NOTIFICATION
              399.10
              Severability
                  of Provisions
              399.11
              Nonliability
                  of Banks
              399.12
              CHOICE
                  OF LAW
              399.13
              CONSENT
                  TO JURISDICTION
              399.14
              WAIVER
                  OF JURY TRIAL
              399.15
              Confidentiality
              40ARTICLE
                  X
              
              THE
                  ADMINISTRATIVE AGENT
              4010.1
              Appointment
              4010.2
              Powers
              4110.3
              General
                  Immunity
              4110.4
              No
                  Responsibility for Loan Documents, Recitals, etc.
              4110.5
              Action
                  on Instructions of Banks
              4110.6
              Employment
                  of Agents and Counsel
              4110.7
              Reliance
                  on Documents; Counsel
              4110.8
              Administrative
                  Agent’s Reimbursement and Indemnification
              4110.9
              Rights
                  as a Bank
              4210.10
              Bank
                  Credit Decision
              4210.11
              Successor
                  Administrative Agent
              4210.12
              Other
                  Agents, Etc.
              43ARTICLE
                  XI
              
              SETOFF;
                  RATABLE PAYMENTS
              4311.1
              Setoff
              4311.2
              Ratable
                  Payments
              43ARTICLE
                  XII
              
              BENEFIT
                  OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
              4312.1
              Successors
                  and Assigns12.2
              Participations12.2.1
              Permitted
                  Participants; Effect12.2.2
              Voting
                  Rights
  
  -iv-
  **CONTENTS**
 
 
 **Clause**
              **Subject
                  Matter**
              **Page**12.2.3
              Benefit
                  of Setoff
              4412.3
              Assignments
              4512.3.1
              Permitted
                  Assignments
              4512.3.2
              Effect;
                  Effective Date
              4512.4
              Dissemination
                  of Information
              4512.5
              Tax
                  Treatment
              45ARTICLE
                  XIII
              
              NOTICES
              4513.1
              Giving
                  Notice
              4513.2
              Change
                  of Address
              45ARTICLE
                  XIV
              
              COUNTERPARTS;
                  TERMINATION OF EXISTING CREDIT AGREEMENT
              46EXHIBITSEXHIBIT
                  A
              
              Form
                  of NoteEXHIBIT
                  B
              
              Form
                  of Opinion of CounselEXHIBIT
                  C
              
              Form
                  of Assignment AgreementEXHIBIT
                  D
              
              Form
                  of Compliance CertificateEXHIBIT
                  E
              
              Form
                  of Increase Request
 
 
 
 -v-