<PAGE>

                                                                   Exhibit 10.58

                                                           EXECUTION COUNTERPART

                           REVOLVING CREDIT AGREEMENT,

                           DATED AS OF MARCH 29, 2007,

                               ITC HOLDINGS CORP.,
                                AS THE BORROWER,

                    VARIOUS FINANCIAL INSTITUTIONS AND OTHER
                    PERSONS FROM TIME TO TIME PARTIES HERETO,
                                 AS THE LENDERS,

                            JPMORGAN CHASE BANK, N.A.
                          AS THE ADMINISTRATIVE AGENT,

                           J.P. MORGAN SECURITIES INC.
                    AS SOLE LEAD ARRANGER AND SOLE BOOKRUNNER

                                  COMERICA BANK
                      CREDIT SUISSE, CAYMAN ISLANDS BRANCH
                            LEHMAN BROTHERS BANK, FSB
                            AS CO-SYNDICATION AGENTS

<PAGE>

<TABLE>
<S>                                                                           <C>
ARTICLE 1 DEFINITIONS......................................................    6
   1.1   Defined Terms.....................................................    6
   1.2   Accounting Terms; GAAP............................................   19

ARTICLE 2 AMOUNT AND TERMS OF CREDIT.......................................   20
   2.1   Commitments.......................................................   20
   2.2   Minimum Amount of Each Borrowing; Maximum Number of Borrowings....   20
   2.3   Notice of Borrowing...............................................   20
   2.4   Disbursement of Funds.............................................   21
   2.5   Repayment of Loans; Evidence of Debt..............................   22
   2.6   Changes in Type of Revolving Credit Loan..........................   23
   2.7   Pro Rata Borrowings...............................................   24
   2.8   Interest and Fees.................................................   24
   2.9   LIBOR Periods.....................................................   25
   2.10  Increased Costs, Illegality, etc..................................   26
   2.11  Compensation......................................................   28
   2.12  Change of Lending Office..........................................   28
   2.13  Notice of Certain Costs...........................................   28
   2.14  Extension of Commitment Termination Date..........................   29

ARTICLE 3 LETTERS OF CREDIT................................................   30
   3.1   Letters of Credit.................................................   30
   3.2   Letter of Credit Requests and Information to Administrative
         Agent.............................................................   31
   3.3   Letter of Credit Participations...................................   31
   3.4   Agreement to Repay Letter of Credit Drawings......................   33
   3.5   Increased Costs...................................................   34
   3.6   Successor Letter of Credit Issuer.................................   35

ARTICLE 4 FEES; COMMITMENTS................................................   35
   4.1   Fees..............................................................   35
   4.2   Voluntary Reduction of Revolving Credit Commitments...............   37
   4.3   Commitment Increases..............................................   37
   4.4   Mandatory Termination of Commitments..............................   39

ARTICLE 5 PAYMENTS.........................................................   39
   5.1   Prepayments.......................................................   39
   5.2   Method and Place of Payment.......................................   39
</TABLE>


                                        i

<PAGE>

<TABLE>
<S>                                                                           <C>
   5.3   Net Payments......................................................   40
   5.4   Computations of Interest and Fees.................................   42

ARTICLE 6 CONDITIONS PRECEDENT.............................................   43
   6.1   Conditions Precedent to Initial Credit Event......................   43
   6.2   Conditions Precedent to All Credit Events.........................   44

ARTICLE 7 REPRESENTATIONS AND WARRANTIES...................................   45
   7.1   Organizational Status.............................................   45
   7.2   Capacity, Power and Authority.....................................   45
   7.3   No Violation......................................................   46
   7.4   Litigation........................................................   46
   7.5   Governmental Approvals............................................   46
   7.6   True and Complete Disclosure......................................   46
   7.7   Financial Condition; Financial Statements.........................   47
   7.8   Tax Returns and Payments..........................................   47
   7.9   Environmental Matters.............................................   47
   7.10  Properties........................................................   47
   7.11  Pension and Welfare Plans.........................................   48
   7.12  Regulations U and X...............................................   48
   7.13  Investment Company Act............................................   48
   7.14  No Material Adverse Change........................................   48
   7.15  Deemed Repetition of Representations and Warranties...............   48

ARTICLE 8 AFFIRMATIVE COVENANTS............................................   49
   8.1   Information Covenants.............................................   49
   8.2   Books, Record and Inspections.....................................   51
   8.3   Maintenance of Insurance..........................................   51
   8.4   Payment of Taxes..................................................   52
   8.5   Organizational Existence..........................................   52
   8.6   Compliance with Statutes, Obligations, etc........................   52
   8.7   Good Repair.......................................................   52
   8.8   Transactions with Affiliates......................................   52
   8.9   End of Fiscal Years; Fiscal Quarters..............................   53
   8.10  Use of Proceeds...................................................   53
   8.11  Changes in Business...............................................   53
</TABLE>


                                       ii

<PAGE>

<TABLE>
<S>                                                                           <C>
ARTICLE 9 NEGATIVE COVENANTS...............................................   53
   9.1   Limitation on Liens...............................................   53
   9.2   Limitation on Fundamental Changes.................................   55
   9.3   Limitation on Dividends...........................................   56
   9.4   Debt to Capitalization Ratio......................................   56
   9.5   Limitation on Sale-Lease Back Transactions........................   56

ARTICLE 10 EVENTS OF DEFAULT...............................................   57
   10.1  Payments..........................................................   57
   10.2  Representations, etc..............................................   57
   10.3  Covenants.........................................................   57
   10.4  Default Under Other Agreements....................................   57
   10.5  Bankruptcy, etc...................................................   58
   10.6  Non-ownership of Material Subsidiaries............................   58
   10.7  Judgments.........................................................   58
   10.8  Change of Ownership...............................................   58
   10.9  Pension Plans.....................................................   59
   10.10 Remedies..........................................................   59
   10.11 Remedies Cumulative...............................................   59

ARTICLE 11 THE ADMINISTRATIVE AGENT........................................   60

ARTICLE 12 MISCELLANEOUS...................................................   62
   12.1  Amendments and Waivers............................................   62
   12.2  Notices...........................................................   63
   12.3  No Waiver; Cumulative Remedies....................................   64
   12.4  Survival of Representations and Warranties........................   65
   12.5  Payment of Expenses and Taxes.....................................   65
   12.6  Successors and Assigns; Participations and Assignments............   66
   12.7  Replacements of Lenders under Certain Circumstances...............   69
   12.8  Adjustments; Set-off..............................................   70
   12.9  Marshalling; Payments Set Aside...................................   71
   12.10 Counterparts......................................................   71
   12.11 Severability......................................................   71
   12.12 Integration.......................................................   72
   12.13 Governing Law.....................................................   72
</TABLE>


                                       iii

<PAGE>

<TABLE>
<S>                                                                           <C>
   12.14 Submission to Jurisdiction; Waivers...............................   72
   12.15 Acknowledgements..................................................   73
   12.16 Waivers of Jury Trial.............................................   73
   12.17 Confidentiality...................................................   73
   12.18 Treatment of Revolving Credit Loans...............................   74
</TABLE>


                                       iv

<PAGE>

SCHEDULES:

   Schedule I     Commitments
   Schedule II    Environmental Matters
   Schedule III   Pension and Welfare Matters
   Schedule IV    Outstanding Liens on Closing Date

EXHIBITS:

   Exhibit A      Form of Notice of Borrowing
   Exhibit B      Form of Notice of Continuation
   Exhibit C      Form of Letter of Credit Request
   Exhibit D      Form of New Lender Supplement
   Exhibit E      Form of Commitment Increase Supplement
   Exhibit F      Form of Closing Certificate
   Exhibit G      Form of Compliance Certificate


                                        v
<PAGE>

     REVOLVING CREDIT AGREEMENT, dated as of March 29, 2007, among ITC HOLDINGS
CORP., a Michigan corporation (the "BORROWER"), various financial institutions
and other Persons from time to time parties hereto as lenders (each a "LENDER"
and, collectively, the "LENDERS") and JPMORGAN CHASE BANK, N.A. ("JPMCB"), as
administrative agent (in such capacity, the "ADMINISTRATIVE AGENT").

     The Borrower has requested that the Lenders make senior loans to it in an
aggregate principal amount not exceeding $125,000,000 (subject to increase to
$150,000,000 as provided herein) at any one time outstanding. The Lenders are
prepared to make such loans upon the terms and conditions hereof, and,
accordingly, the parties hereto agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

     As used herein, the following terms shall have the meanings specified in
this Article 1 unless the context otherwise requires (it being understood that
defined terms in this Agreement shall include in the singular number the plural
and in the plural the singular):

     1.1  DEFINED TERMS.

     "ABR" shall mean, for any day, a rate per annum equal to the greater of (a)
the rate of interest (however designated) established by the Administrative
Agent as its prime rate in effect at its principal office in New York, New York
and (b) the Federal Funds Effective Rate in effect on such day plus 0.5%. Any
change in the ABR due to a change in any of the foregoing rates shall be
effective as of the opening of business on the effective date of such change in
such rate.

     "ABR LOAN" shall mean each Loan bearing interest at the rate provided in
Section 2.8(a).

     "ADMINISTRATIVE AGENT" shall have the meaning provided in the preamble to
this Agreement and shall include such other financial institution as may be
appointed as the successor administrative agent in the manner and to the extent
described in Section 11.9.

     "ADMINISTRATIVE QUESTIONNAIRE" means an Administrative Questionnaire in a
form supplied by the Administrative Agent.

     "AFFILIATE" shall mean, with respect to any Person, (a) any other Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with such Person, and (b) any other Person in which such Person
directly or indirectly through Subsidiaries has a 10% or greater equity
interest. A Person shall be deemed to control a Person if such Person possesses,
directly or indirectly, the power (i) to vote 10% or more of the Voting Stock
having ordinary voting power for the election of directors (or the equivalent)
of such other Person or (ii) to direct or cause the direction of the management
and policies of such other Person, whether through the ownership of Capital
Stock, by contract or otherwise.

     "AGREEMENT" shall mean this Revolving Credit Agreement, as the same may be
amended, modified, supplemented, restated or replaced from time to time.


                                        6

<PAGE>

     "APPLICABLE ADDITIONAL INTEREST RATE" for the purpose of Sections 2.8(d)
and 4.1(b) shall have the meaning given to that term in the definition of
"Applicable Margin".

     "APPLICABLE MARGIN", "APPLICABLE ADDITIONAL INTEREST RATE" and "COMMITMENT
FEE RATE" shall mean, for any day, the applicable rate per annum set forth below
under the caption "Applicable Margin", "Applicable Additional Interest Rate" or
"Commitment Fee Rate", respectively, based upon the ratings by Moody's and S&P,
respectively, applicable on such date to the Borrower's non-credit-enhanced long
term senior unsecured debt:

<TABLE>
<CAPTION>
                                        Applicable
                     Applicable         Additional
                       Margin          Interest Rate
                  ----------------   ----------------
Borrower's Debt   LIBOR              LIBOR              Commitment
    Rating:        Loan   ABR Loan    Loan   ABR Loan    Fee Rate
---------------   -----   --------   -----   --------   ----------
<S>               <C>     <C>        <C>     <C>        <C>
   Category 1     0.20%      0%      0.05%        0%       0.05%
A+/A1 or higher

   Category 2     0.25%      0%      0.05%        0%       0.06%
      A/A2

   Category 3     0.30%      0%      0.05%        0%       0.07%
     A-/A3

   Category 4     0.35%      0%      0.05%        0%       0.08%
   BBB+/Baa1

   Category 5     0.45%      0%      0.05%        0%       0.10%
    BBB/Baa2

   Category 6     0.625%     0%      0.10%        0%      0.125%
   BBB-/Baa3

   Category 7     0.75%      0%      0.10%        0%      0.175%
    BB+/Ba1

   Category 8     1.00%      0%      0.10%     0.10%       0.20%
BB/Ba2 or lower
</TABLE>

     For purposes of this definition, (i) if the ratings established by Moody's
and S&P shall fall within different Categories, the Applicable Margin, the
Applicable Additional Interest Rate and the Commitment Fee Rate shall be based
on the higher of the two ratings unless one of the two ratings is two or more
Categories lower than the other, in which case the Applicable Margin, the
Applicable Additional Interest Rate and the Commitment Fee Rate shall be
determined by reference to the Category next below the higher of the two
Categories, (ii) if only one rating is available from either Moody's or S&P,
then such rating shall be used to determine the applicable Category, (iii) if
neither Moody's nor S&P shall have in effect a rating for the Borrower's
non-credit-enhanced long term senior unsecured debt, then Category 8 above shall
apply, and (iv) if the ratings established or deemed to have been established by
Moody's and S&P shall be changed (other than as a result of a change in the
rating system of Moody's or S&P), such


                                       -7-

<PAGE>

change shall be effective as of the date on which it is first announced by the
applicable rating agency. Each change in the Applicable Margin, Applicable
Additional Interest Rate and Commitment Fee Rate shall apply during the period
commencing on the effective date of such change and ending on the date
immediately preceding the effective date of the next such change. If the rating
system of Moody's or S&P shall change, or if either such rating agency shall
cease to be in the business of rating corporate debt obligations, the Borrower
and the Lenders shall negotiate in good faith to amend this definition to
reflect such changed rating system or the unavailability of ratings from such
rating agency and, pending the effectiveness of any such amendment, the
Applicable Margin, the Applicable Additional Interest Rate and the Commitment
Fee Rate shall be determined by reference to the rating most recently in effect
prior to such change or cessation.

     "APPROVED FUND" shall mean any Person (other than a natural person) that is
or will be engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its
business and that is administered or managed by a Lender, an Affiliate of a
Lender or an entity or an Affiliate of an entity that administers or manages a
Lender.

     "ARRANGER" shall mean J.P. Morgan Securities Inc.

     "ASSIGNEE" shall have the meaning provided in Section 12.6(a)(ii).

     "ASSIGNMENT AND ACCEPTANCE" shall mean the assignment and acceptance
agreement delivered by each Assignee pursuant to Section 12.6(a)(ii).

     "ASSIGNMENT EFFECTIVE DATE" shall have the meaning provided in Section
12.6(a)(ii).

     "ATTRIBUTABLE VALUE" means, with respect to any Sale and Leaseback
Transaction, as of the time of determination, the lesser of (i) the sale price
of the property or assets so leased multiplied by a fraction the numerator of
which is the remaining portion of the base term of the lease included in such
Sale and Leaseback Transaction and the denominator of which is the base term of
such lease, and (ii) the total obligation (discounted to present value at the
rate of interest specified by the terms of such lease) of the lessee for rental
payments (other than amounts required to be paid on account of property taxes as
well as maintenance, repairs, insurance, water rates and other items which do
not constitute payments for property rights) during the remaining portion of the
base term of the lease included in such Sale and Leaseback Transaction.

     "AUTHORIZED OFFICER" shall mean the Chief Executive Officer, the President,
any Executive Vice-President, any Senior Executive Vice President, any Senior
Vice-President, the Chief Financial Officer, the Treasurer or General Counsel of
the Borrower or any other senior officer of the Borrower designated as such in
writing to the Administrative Agent by the Borrower.

     "AVAILABLE REVOLVING CREDIT COMMITMENT" shall mean, with respect to any
Lender, an amount equal to the excess, if any, of (a) the amount of such
Lender's Revolving Credit Commitment over (b) the sum of (i) the aggregate
principal amount of all Revolving Credit


                                       -8-
<PAGE>

Loans of such Lender then outstanding and (ii) that portion of such Lender's
Letter of Credit Exposure.

     "BANKRUPTCY CODE" shall have the meaning provided in Section 10.5.

     "BORROWER" shall have the meaning provided in the recitals to this
Agreement.

     "BORROWING" shall mean the incurrence of one Type of Revolving Credit Loan
on a given date (or resulting from conversions or continuations on a given date)
having, in the case of LIBOR Loans, the same LIBOR Period (provided that ABR
Loans incurred pursuant to Section 2.10(b) shall be considered part of any
related Borrowing of LIBOR Loans).

     "BUSINESS" shall have the meaning provided in Section 8.11.

     "BUSINESS DAY" shall mean (a) for all purposes other than as covered by
clause (b) below, any day excluding Saturday, Sunday and any day that shall be
in the City of New York a legal holiday or a day on which banking institutions
are authorized or required by law or other governmental actions to close, and
(b) with respect to all notices and determinations in connection with, and
payments of principal and interest on, LIBOR Loans, any day that is a Business
Day described in clause (a) excluding any day that shall be in the City of
London a legal holiday or a day on which banking institutions are authorized or
required by law or other governmental actions to close.

     "CAPITAL LEASE", as applied to any Person, shall mean any lease of any
property (whether real, personal or mixed) by that Person as lessee that, in
conformity with GAAP, is, or is required to be, accounted for as a finance lease
obligation on the balance sheet of that Person.

     "CAPITAL STOCK" shall mean common shares, preferred shares or other
equivalent equity interests (howsoever designated) of capital stock of a
corporation, equity preferred or common interests or membership interests in a
limited liability company, limited or general partnership interests in a
partnership or any other equivalent of such ownership interest.

     "CAPITALIZED LEASE OBLIGATIONS" shall mean, as applied to any Person, all
obligations under Capital Leases of such Person and its Subsidiaries, in each
case taken at the amount thereof accounted for as liabilities in accordance with
GAAP.

     "CHANGE OF OWNERSHIP" shall mean and be deemed to have occurred if (i) any
person or group (within the meaning of the Securities and Exchange Act of 1934,
as amended, and the rules of the Securities and Exchange Commission thereunder)
shall become, directly or indirectly, the beneficial owner of capital stock
representing more than 35% of the ordinary voting power represented by the
issued and outstanding Voting Stock of the Borrower; and/or (ii) a majority of
the incumbent directors of the Borrower ceases to be persons who were either (x)
directors of the Borrower on the Closing Date or (y) new directors (such persons
being called herein "NEW MEMBERS") appointed or nominated for election by one or
more persons who were members of the board of directors of the Borrower on the
Closing Date or who were appointed or nominated by one or more such New Members
whether or not they were members on the Closing Date.


                                       -9-

<PAGE>

     "CLOSING DATE" shall mean March 29, 2007.

     "CODE" shall mean the Internal Revenue Code of 1986, and the regulations
thereunder, in each case as amended, reformed or otherwise modified from time to
time.

     "COMMITMENT FEE RATE" shall have the meaning given to that term in the
definition of "Applicable Margin".

     "COMMITMENT INCREASE SUPPLEMENT" shall have the meaning provided for in
Section 4.3(d).

     "COMPLIANCE CERTIFICATE" shall have the meaning provided in Section 8.1(c).

     "CONFIDENTIAL INFORMATION" shall have the meaning provided in Section
12.17.

     "CONSOLIDATED CAPITALIZATION" means consolidated total assets less
consolidated non-interest bearing current liabilities, all as shown on the
Borrower's most recently delivered audited consolidated balance sheet prepared
in accordance with GAAP.

     "CONTROL", "CONTROLS" and "CONTROLLED", when used with respect to any
Person, shall mean the power to direct the management and policies of such
Person, directly or indirectly, whether through ownership of Voting Stock, by
contract or otherwise.

     "CONTROLLED GROUP" shall mean all members of a controlled group of
corporations and all members of a controlled group of trades or businesses
(whether or not incorporated) under common control which, together with the
Borrower, are treated as a single employer under Section 414(b) or 414(c) of the
Code or Section 4001 of ERISA.

     "CREDIT EVENT" shall mean and include the making (but not the conversion or
continuation) of a Revolving Credit Loan and the issuance, extension or increase
of a Letter of Credit.

     "DEBT TO CAPITALIZATION RATIO" shall mean, as of any date of determination,
the ratio of (a) Total Debt for the relevant Test Period to (b) Total
Capitalization for such Test Period.

     "DEFAULT" shall mean any event, act or condition that with notice or lapse
of time, or both, would constitute an Event of Default.

     "DEFAULTING LENDER" shall mean any Lender with respect to which a Lender
Default is in effect.

     "DOLLARS" and "$" shall mean lawful currency of the United States.

     "ENVIRONMENTAL CLAIMS" shall mean any and all administrative, regulatory or
judicial actions, suits, demands, demand letters, claims, liens, notices of
non-compliance, investigations (other than internal reports prepared by the
Borrower or any of its Subsidiaries (a) in the ordinary course of such Person's
business or (b) as required in connection with a financing transaction or an
acquisition or disposition of real estate) or proceedings relating in any way to
any


                                      -10-

<PAGE>

Environmental Law or any permit issued, or any approval given, under any such
Environmental Law (hereinafter, "CLAIMS"), including (i) any and all Claims by
governmental or regulatory authorities for enforcement, cleanup, removal,
response, remedial or other actions or damages pursuant to any applicable
Environmental Law and (ii) any and all Claims by any third party seeking
damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from Hazardous Materials or arising from alleged
injury or threat of injury to health, safety (with respect to Hazardous
Materials or conditions in the environment) or the environment.

     "ENVIRONMENTAL LAW" shall mean any applicable federal, provincial, state,
foreign or local statute, law, rule, regulation, ordinance, code and rule of
common law now or hereafter in effect and in each case as amended, and any
binding judicial or administrative interpretation thereof, including any binding
judicial or administrative order, consent decree or judgment, relating to the
environment, human health or safety (with respect to Hazardous Materials or
conditions in the environment) or Hazardous Materials.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute thereto of similar import, together with the
regulations thereunder, in each case as in effect from time to time. References
to Sections of ERISA also refer to any successor Sections thereto.

     "EVENT OF DEFAULT" shall have the meaning provided in Article 10.

     "FEDERAL FUNDS EFFECTIVE RATE" shall mean, for any day, the weighted
average of the per annum rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day that is a Business Day,
the average of the quotations for the day of such transactions received by the
Administrative Agent from three federal funds brokers of recognized standing
selected by it.

     "FEES" shall mean all amounts payable pursuant to, or referred to in,
Section 4.1.

     "FINANCE PARTIES" shall mean the Administrative Agent and the Lenders.

     "FRONTING FEE" shall have the meaning provided in Section 4.1(c).

     "F.R.S. BOARD" shall mean the Board of Governors of the Federal Reserve
System or any successor thereto.

     "GAAP" shall mean generally accepted accounting principles in the United
States as in effect from time to time.

     "GOVERNMENTAL AUTHORITY" shall mean any nation or government, any state or
other political subdivision thereof, and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

     "GUARANTEE OBLIGATIONS" shall mean, as to any Person, any obligation of
such Person guaranteeing or intended to guarantee any Indebtedness of any other
Person (the "PRIMARY


                                      -11-
<PAGE>

OBLIGOR") in any manner, whether directly or indirectly, including any
obligation of such Person, whether or not contingent, (a) to purchase any such
Indebtedness or any property constituting direct or indirect security therefor,
(b) to advance or supply funds (i) for the purchase or payment of any such
Indebtedness or (ii) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (c) to purchase property, securities or services primarily for
the purpose of assuring the owner of any such Indebtedness of the ability of the
primary obligor to make payment of such Indebtedness or (d) otherwise to assure
or hold harmless the owner of such Indebtedness against loss in respect thereof;
provided that, the term "Guarantee Obligations" shall not include endorsements
of instruments for deposit or collection in the ordinary course of business. The
amount of any Guarantee Obligation shall be deemed to be an amount equal to the
stated or determinable amount of the Indebtedness in respect of which such
Guarantee Obligation is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof (assuming such Person is
required to perform thereunder) as determined by such Person in good faith or,
if the Guarantee Obligation is expressly limited to a specified amount, such
specified amount.

     "HAZARDOUS MATERIAL" shall mean (a) any petroleum or petroleum products,
radioactive materials, friable asbestos, urea formaldehyde foam insulation,
transformers or other equipment that contain dielectric fluid containing
regulated levels of polychlorinated biphenyls, and radon gas; (b) any chemicals,
materials or substances defined as or included in the definition of "hazardous
substances", "hazardous waste", "hazardous materials", "extremely hazardous
waste", "restricted hazardous waste", "toxic substances", "toxic pollutants",
"contaminants", or "pollutants", or words of similar import, under any
applicable Environmental Law; and (c) any other chemical, material or substance,
exposure to which is prohibited, limited or regulated by any Governmental
Authority.

     "HOSTILE TAKE-OVER BID" shall mean an offer to purchase a controlling
interest in any Person by the Borrower or any of its Subsidiaries or in which
the Borrower or any of its Subsidiaries is involved, in respect of which the
board of directors (or equivalent governing body for such entity) of the target
entity has recommended against acceptance of such offer to the target entity's
shareholders or equity holders or which is similarly opposed or contested.

     "HOLDINGS EXISTING CREDIT AGREEMENT" means the Revolving Credit Agreement
dated as of March 19, 2004 (as amended, supplemented or otherwise modified from
time to time) among the Borrower, various financial institutions and other
persons from time to time party thereto and Canadian Imperial Bank of Commerce
as Administrative Agent.

     "INCLUDING" and "INCLUDE" shall mean including without limiting the
generality of any description preceding such term, and, for purposes of this
Agreement, the parties hereto agree that the rule of ejusdem generis shall not
be applicable to limit a general statement, which is followed by or referable to
an enumeration of specific matters, to matters similar to the matters
specifically mentioned.

     "INDEBTEDNESS" of any Person shall mean (a) all indebtedness of such Person
for borrowed money, (b) the deferred purchase price of assets or services that
in accordance with GAAP would be classified as a liability on the balance sheet
of such Person, (c) the face amount


                                      -12-

<PAGE>

of all letters of credit issued for the account of such Person and, without
duplication, all drafts drawn thereunder, (d) all Indebtedness of a second
Person secured by any Lien on any property owned by such first Person, whether
or not such Indebtedness has been assumed, (e) all Capitalized Lease Obligations
of such Person, (f) all existing payment obligations of such Person under
interest rate swap, cap or collar agreements, interest rate future or option
contracts, currency swap agreements, currency future or option contracts and
other similar agreements, (g) all existing payment obligations of such Person
under commodity future contracts and other similar agreements and (h) without
duplication, all Guarantee Obligations of such Person; provided that,
Indebtedness shall not include current payables and accrued expenses, in each
case arising in the ordinary course of business.

     "ITC" shall mean International Transmission Company, a Michigan corporation
and Subsidiary of the Borrower.

     "ITC FIRST MORTGAGE INDENTURE" shall mean the First Mortgage and Deed of
Trust, dated as of July 15, 2003, between ITC and BNY Midwest Trust Company, as
trustee thereunder, as the same may be amended, supplemented or otherwise
modified and in effect from time to time.

     "ITC/METC CREDIT AGREEMENT" shall mean the Revolving Credit Agreement,
dated as of the date hereof (as amended, supplemented or otherwise modified from
time to time), among ITC, METC, the various financial institutions and other
Persons from time to time parties thereto and JPMCB, as administrative agent.

     "L/C MATURITY DATE" shall mean the date that is five Business Days prior to
the Revolving Credit Maturity Date.

     "L/C PARTICIPANT" shall have the meaning provided in Section 3.3(a).

     "L/C PARTICIPATION" shall have the meaning provided in Section 3.3(a).

     "LENDER" and "LENDERS" shall have the respective meanings provided in the
preamble to this Agreement.

     "LENDER DEFAULT" shall mean a Lender having notified the Administrative
Agent and/or the Borrower that it does not intend to comply with the obligations
under Section 2.1(a) as a result of the control of such Lender being assumed by
any regulatory authority or the appointment of a receiver or conservator with
respect to such Lender at the direction or request of any regulatory agency or
authority.

     "LETTER OF CREDIT" shall mean each standby letter of credit issued pursuant
to Section 3.1.

     "LETTER OF CREDIT EXPOSURE" shall mean, with respect to any Lender, the sum
of (a) the amount of any Unpaid Drawings on Letters of Credit in respect of
which such Lender has made (or is required to have made) payments to the Letter
of Credit Issuer pursuant to Section 3.4(a) and (b) such Lender's Revolving
Credit Commitment Percentage of the Letter of Credit Outstanding (excluding the
portion thereof consisting of Unpaid Drawings in respect of which


                                      -13-

<PAGE>

the Lenders have made (or are required to have made) payments to the Letter of
Credit Issuer pursuant to Section 3.4(a)).

     "LETTER OF CREDIT FEE" shall have the meaning provided in Section 4.1(b).

     "LETTER OF CREDIT ISSUER" shall mean JPMCB, any of its Affiliates or any
successor thereto pursuant to Section 3.6.

     "LETTER OF CREDIT OUTSTANDING" shall mean, at any time, the sum, without
duplication, of (a) the aggregate Stated Amount of all outstanding Letters of
Credit and (b) the aggregate amount of all Unpaid Drawings in respect of all
Letters of Credit.

     "LETTER OF CREDIT REQUEST" shall have the meaning provided in Section 3.2.

     "LIBOR" shall mean, with respect to each LIBOR Period for each LIBOR Loan,
a rate per annum, expressed on the basis of a 360 day year, equal to the annual
interest rate for deposits of Dollars for a maturity most nearly comparable to
such LIBOR Period which appears on Page 3750 of the Telerate Service (or on any
successor or substitute page of such Service, or any successor to or substitute
for such Service, providing rate quotations comparable to those currently
provided on such page of such Service, as determined by the Administrative Agent
from time to time for purposes of providing quotations of interest rates
applicable to dollar deposits in the London interbank market) as of 11:00 a.m.
(London time) on the second Business Day prior to the commencement of such LIBOR
Period; provided that if such Service is not available on such day, then the
interest rate at which the Administrative Agent is offered deposits of Dollars
by leading banks in the London interbank market as of 11:00 a.m. (London time)
on the second Business Day prior to the commencement of such LIBOR Period, for
delivery on the first day of such LIBOR Period for the number of days comprised
in such LIBOR Period and in an amount comparable to the amount of such LIBOR
Loan.

     "LIBOR LOAN" shall mean each Loan bearing interest at the rate provided in
Section 2.8(b).

     "LIBOR PERIOD" shall mean, with respect to a LIBOR Loan, the interest
period selected by the Borrower for such LIBOR Loan in accordance with Section
2.9.

     "LIEN" shall mean any mortgage, pledge, security interest, hypothecation,
assignment by way of security, lien (statutory or other) or similar encumbrance
(including any agreement to give any of the foregoing, any conditional sale or
other title retention agreement or any lease in the nature thereof).

     "MATERIAL ADVERSE EFFECT" shall mean a circumstance or condition affecting
the business, assets, operations, properties or financial condition of the
Borrower and its Subsidiaries taken as a whole that would materially adversely
affect the ability of the Borrower to perform its obligations under this
Agreement.

     "MATERIAL SUBSIDIARY" shall mean, as at any date, a Subsidiary (the
"Subject Subsidiary"), including its subsidiaries, which meet any of the
following conditions:


                                      -14-
<PAGE>

     (a) The Borrower's and its other Subsidiaries' investments in and advances
to the Subject Subsidiary and its Subsidiaries exceeds 10% of the total assets
of the Borrower and its Subsidiaries consolidated as of the end of the then most
recently completed fiscal year; or

     (b) The Borrower's and its other Subsidiaries' proportionate share of the
total assets (after intercompany eliminations) of the Subsidiary exceeds 10% of
the total assets of the Borrower and its Subsidiaries consolidated as of the end
of the then most recently completed fiscal year; or

     (c) The Borrower's and its other Subsidiaries' equity in the income from
continuing operations before income taxes, extraordinary items and cumulative
effect of a change in accounting principles of the Subject Subsidiary and its
Subsidiaries exceeds 10% of such income of the Borrower and its Subsidiaries
consolidated for the then most recently completed fiscal year.

     "METC" means Michigan Electric Transmission Company, LLC, a Michigan
corporation.

     "METC FIRST MORTGAGE INDENTURE" means the First Mortgage Indenture, dated
as of December 10, 2003, between METC and JPMorgan Chase Bank, N.A., as Trustee,
as the same may be amended, supplemented or otherwise modified from time to
time.

     "MINIMUM BORROWING AMOUNT" shall mean $500,000.

     "MOODY'S" shall mean Moody's Investors Service, Inc. or any successor by
merger or consolidation to its business.

     "NET TANGIBLE ASSETS" means the amount shown as consolidated total assets
on the Borrower's most recently delivered audited consolidated balance sheet
prepared in accordance with GAAP, less the following: (i) intangible assets
including, without limitation, such items as goodwill, trademarks, tradenames,
patents and unamortized debt discount and expense and other regulatory assets
carried as an asset on such balance sheet; and (ii) appropriate adjustments, if
any, on account of minority interests.

     "NEW LENDER" shall have the meaning provided in Section 4.3.

     "NEW LENDER SUPPLEMENT" shall have the meaning provided in Section 4.3.

     "NON-U.S. LENDER" shall mean any Lender that is not a "United States
person", as defined under Section 7701(a)(30) of the Code.

     "NOTICE OF BORROWING" shall mean a Notice of Borrowing provided pursuant
Section 2.3(a), substantially in the form of Exhibit A.

     "NOTICE OF CONTINUATION" shall have the meaning provided in Section 2.6(a).

     "ORGANIC DOCUMENT" shall mean, relative to any Person, its certificate of
incorporation, by-laws, certificate of partnership, partnership agreement,
certificate of formation, limited


                                      -15-

<PAGE>

liability agreement, operating agreement and all shareholder agreements, voting
trusts and similar arrangements applicable to any of such Person's Capital
Stock.

     "PARTICIPANT" shall have the meaning provided in Section 12.6(a)(i).

     "PENSION PLAN" shall mean a "pension plan", as such term is defined in
Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a
multiemployer plan as defined in Section 4001(a)(3) of ERISA), and to which the
Borrower or any corporation, trade or business that is, along with the Borrower,
a member of a Controlled Group, is a contributing employer or a sponsor.

     "PERMITTED LIENS" shall mean (a) Liens for taxes, assessments, customs
duties or governmental charges or claims not yet due or which are being
contested in good faith and by appropriate proceedings for which appropriate
provisions have been established in accordance with GAAP; (b) Liens in respect
of property or assets of the Borrower or any of its Subsidiaries imposed by law,
such as carriers', warehousemen's and or mechanics' Liens, and other similar
Liens arising in the ordinary course of business and Liens arising under zoning
laws and ordinances and municipal bylaws and regulations, in each case so long
as such Liens arise in the ordinary course of business and do not individually
or in the aggregate have a Material Adverse Effect; (c) Liens arising out of
pledges or deposits under workmen's compensation laws or similar legislation and
Liens of judgments thereunder which are not currently dischargeable, or good
faith deposits in connection with bids, tenders, contracts (other than for the
payment of money) or leases to which the Borrower or any Subsidiary is a party,
or deposits to secure public or statutory obligations of the Borrower or any
Subsidiary, or deposits in connection with obtaining or maintaining
self-insurance or to obtain the benefits of any law, regulation or arrangement
pertaining to unemployment insurance, old age pensions, social security or
similar matters, or deposits of cash or obligations of the United States of
America to secure surety, appeal or customs bonds to which the Borrower or any
Subsidiary is a party, or deposits in litigation or other proceedings such as,
but not limited to, interpleader proceedings, and, to the extent not securing
Indebtedness, other similar obligations incurred in the ordinary course of
business; (d) easements, rights-of-way, restrictive covenants or agreements,
minor defects or irregularities in title and other similar charges or
encumbrances not interfering in any material respect with the business of the
Borrower and its Subsidiaries taken as a whole; and (e) to the extent not
securing Indebtedness, (i) liens arising from judgments or decrees in
circumstances not constituting an Event of Default under Section 10.7; (ii)
ground leases in respect of real property on which facilities owned or leased by
the Borrower or any of its Subsidiaries are located; (iii) any interest or title
of a lessor or secured by a lessor's interest under any lease not prohibited by
this Agreement; (iv) liens incurred by the licensing of trademarks by the
Borrower or any of its Subsidiaries to others in the ordinary course of
business; and (v) leases or subleases granted to others, not interfering in any
material respect with the business of the Borrower and its Subsidiaries taken as
a whole.

     "PERSON" shall mean any individual, partnership, joint venture, firm,
corporation, limited liability company, association, trust or other enterprise
or any Governmental Authority.

     "REAL ESTATE" shall have the meaning provided in Section 8.1(e).


                                      -16-

<PAGE>

     "REGISTER" shall have the meaning provided in Section 12.6(c).

     "RELATED PARTIES" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.

     "REQUIRED LENDERS" shall mean, at any date, Lenders having or holding more
than 50% of the Total Revolving Credit Commitment at such date (provided that in
the case of a Defaulting Lender, for this purpose only, its Revolving Credit
Commitment shall be deemed to be equal to the outstanding principal amount of
all Revolving Credit Loans of such Defaulting Lender at such date) or, if the
Revolving Credit Commitments have terminated, more than 50% of the outstanding
principal amount of all Revolving Credit Loans and Letter of Credit Exposure on
such date.

     "REQUIREMENT OF LAW" shall mean, as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of such
Person, and any law, treaty, rule, regulation, guideline, policy or
determination of an arbitrator or a court or other Governmental Authority, in
each case applicable to or binding upon such Person or any of its property or
assets or to which such Person or any of its property or assets is subject and
whether or not having the force of law.

     "REVOLVING CREDIT COMMITMENT" shall mean, (a) with respect to each Lender
that is a Lender on the date hereof, the amount set forth on Schedule I as such
Lender's "Revolving Credit Commitment", (b) in the case of any Lender that
becomes a Lender after the date hereof by assignment, the amount specified as
such Lender's "Revolving Credit Commitment" in the Assignment and Acceptance
contemplated in Section 12.6 pursuant to which such Lender assumed a portion of
the Total Revolving Credit Commitment, and (c) in the case of any Lender that
becomes a Lender after the date hereof pursuant to Section 4.3, the amount
specified as such Lender's "Revolving Credit Commitment" in the New Lender
Supplement in Section 4.3 pursuant to which such Lender assumed a Revolving
Credit Commitment, in each case as the same may be changed from time to time
pursuant to the terms hereof (including pursuant to Sections 2.14, 4.2 and
12.6).

     "REVOLVING CREDIT COMMITMENT PERCENTAGE" shall mean, at any time, for each
Lender, the percentage obtained by dividing (a) such Lender's Revolving Credit
Commitment by (b) the Total Revolving Credit Commitment; provided that at any
time when the Total Revolving Credit Commitment shall have been terminated, each
Lender's Revolving Credit Commitment Percentage shall be the percentage obtained
by dividing (c) such Lender's Revolving Credit Exposure by (d) the aggregate
amount of the Revolving Credit Exposures of all the Lenders.

     "REVOLVING CREDIT EXPOSURE" shall mean, with respect to any Lender at any
time, the sum of (a) the aggregate principal amount of the Revolving Credit
Loans of such Lender then outstanding and (b) such Lender's Letter of Credit
Exposure at such time.

     "REVOLVING CREDIT LOAN" shall have the meaning provided in Section 2.1(a).


                                      -17-
<PAGE>

     "REVOLVING CREDIT MATURITY DATE" shall mean March 29, 2012 (subject to
extension (in the case of each Lender consenting thereto) as provided in Section
2.14), or, if earlier, the date on which the Revolving Credit Commitments shall
have terminated or shall have been reduced to zero.

     "SALE AND LEASEBACK TRANSACTION" shall have the meaning provided in Section
9.5.

     "S&P" shall mean Standard & Poor's Ratings Service or any successor by
merger or consolidation to its business.

     "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

     "STATED AMOUNT" of any Letter of Credit shall mean the maximum amount from
time to time available to be drawn thereunder, determined without regard to
whether any conditions to drawing could then be met.

     "SUBSIDIARY" of any Person shall mean and include (a) any corporation more
than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock or issued share capital of any
class or classes of such corporation shall have or might have voting power by
reason of the happening of any, contingency) is at the time owned by such Person
directly or indirectly through Subsidiaries and (b) any partnership,
association, joint venture or other entity in which such Person directly or
indirectly through Subsidiaries has more than a 50% equity interest and more
than a 50% voting interest at the time and (c) any other corporation,
partnership, joint venture or other entity (i) the accounts of which would be
consolidated with those of such Person in such Person's consolidated financial
statements if such statements were prepared in accordance with GAAP and (ii)
that is controlled (as defined in clause (b) of the definition of such term in
the definition of the term "Affiliate") by such Person. Unless otherwise
expressly provided, all references herein to a "Subsidiary" shall mean a
Subsidiary of the Borrower.

     "SUCCESSOR BORROWER" shall have the meaning provided in Section 9.1(a).

     "TAXES" shall have the meaning provided in Section 5.3(a)(i).

     "TEST PERIOD" shall mean, for any determination under this Agreement, the
four consecutive fiscal quarters of the Borrower then last ended.

     "TOTAL CAPITALIZATION" shall mean, as of any date of determination, the
sum, without duplication, of (a) Total Debt and (b) the total stockholder's
equity of the Borrower as determined in accordance with GAAP; provided that the
term "Total Capitalization" shall exclude the non-cash effects of the March 31,
2006 FAS Statement titled "Employers' Accounting for Defined Pension and
Postretirement Plans".

     "TOTAL DEBT" shall mean, as of any date of determination, (a) the sum,
without duplication, of (i) all Indebtedness of the Borrower and its
Subsidiaries for borrowed money outstanding on such date, (ii) all Capitalized
Lease Obligations of the Borrower and its Subsidiaries outstanding on such date
and (iii) all Indebtedness of the Borrower and its


                                      -18-

<PAGE>

Subsidiaries of the types described in clauses (b) and (d) of the definition of
Indebtedness (but in the case of clause (d), only to the extent such
Indebtedness is assumed by the Borrower or any Subsidiary), all calculated on a
consolidated basis in accordance with GAAP and to the extent reflected as
Indebtedness on the consolidated balance sheet of the Borrower in accordance
with GAAP minus (b) the aggregate amount of cash held by the Borrower and its
Subsidiaries as at such date and included in the cash accounts listed on the
consolidated balance sheet of the Borrower and its Subsidiaries and deposited
with the Administrative Agent to the extent the use thereof for application to
payment of Indebtedness of the Borrower and its Subsidiaries is not prohibited
by law or any contract to which the Borrower or any of its Subsidiaries is a
party (but in each case excluding equity securities that are mandatorily
redeemable 91 or more days after the Revolving Credit Maturity Date and that are
classified as hybrid securities by Moody's and/or S&P).

     "TOTAL REVOLVING CREDIT COMMITMENT" shall mean the sum of the Revolving
Credit Commitments of all the Lenders, which as of the Closing Date was
$125,000,000.

     "TRANSACTIONS" shall mean the execution, delivery and performance by the
Borrower of this Agreement, including the borrowing of the Revolving Credit
Loans and the use of the proceeds thereof.

     "TRANSFEREE" shall have the meaning provided in Section 12.6(e).

     "TYPE" shall mean as to any Revolving Credit Loan, its nature as an ABR
Loan or a LIBOR Loan.

     "UNITED STATES" and "US" shall mean the United States of America.

     "UNPAID DRAWING" shall have the meaning provided in Section 3.4(a).

     "VOTING STOCK" shall mean Capital Stock of a Person which carries voting
rights or the right to Control such Person under any circumstances; provided
that Capital Stock which carries the right to vote or Control conditionally upon
the happening of an event shall not be considered Voting Stock until the
occurrence of such event and then only during the continuance of such event.

     "WELFARE PLAN" shall mean a "welfare plan", as such term is defined in
Section 3(1) of ERISA.

     1.2 ACCOUNTING TERMS; GAAP.

     Except as otherwise expressly provided herein, all terms of an accounting
or financial nature shall be construed in accordance with GAAP, as in effect
from time to time; provided that, if the Borrower notifies the Administrative
Agent that the Borrower requests an amendment to any provision hereof to
eliminate the effect of any change occurring after the date hereof in GAAP or in
the application thereof on the operation of such provision (or if the
Administrative Agent notifies the Borrower that the Required Lenders request an
amendment to any provision hereof for such purpose), regardless of whether any
such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the


                                      -19-

<PAGE>

basis of GAAP as in effect and applied immediately before such change shall have
become effective until such notice shall have been withdrawn or such provision
amended in accordance herewith.

                                    ARTICLE 2
                           AMOUNT AND TERMS OF CREDIT

     2.1 COMMITMENTS.

     (a) Subject to and upon the terms and conditions herein set forth, each
Lender severally agrees to make a loan or loans (each a "REVOLVING CREDIT LOAN"
and, collectively, the "REVOLVING CREDIT LOANS") to the Borrower, which
Revolving Credit Loans (i) shall be made at any time and from time to time on
and after the Closing Date and prior to the Revolving Credit Maturity Date, (ii)
may, at the option of the Borrower, be incurred and maintained as, and/or
converted into, ABR Loans or LIBOR Loans (provided that all Revolving Credit
Loans made by each of the Lenders pursuant to the same Borrowing shall, unless
otherwise specifically provided herein, consist entirely of Revolving Credit
Loans of the same Type), (iii) may be repaid and reborrowed in accordance with
the provisions hereof and shall be repaid in full on the Revolving Credit
Maturity Date, (iv) for any such Lender at any time, shall not result in such
Lender's Revolving Credit Exposure at such time exceeding such Lender's
Revolving Credit Commitment at such time and (v) after giving effect thereto and
to the application of the proceeds thereof, shall not result at any time in the
aggregate amount of the Lenders' Revolving Credit Exposures at such time
exceeding the Total Revolving Credit Commitment then in effect. As of the
Closing Date, the Total Revolving Credit Commitment will be $125,000,000.

     (b) The Borrower shall use the Letters of Credit and the proceeds from the
Revolving Credit Loans for general corporate purposes of the Borrower and its
Subsidiaries; provided that, notwithstanding any of the foregoing, none of the
proceeds from Revolving Credit Loans may be used to finance any Hostile Take
Over Bid.

     2.2 MINIMUM AMOUNT OF EACH BORROWING; MAXIMUM NUMBER OF BORROWINGS.

     The aggregate principal amount of each Borrowing of Revolving Credit Loans
shall be in a multiple of $100,000 and shall not be less than the Minimum
Borrowing Amount. More than one Borrowing may be incurred on any date; provided
that at no time shall there be outstanding more than 15 Borrowings of LIBOR
Loans under this Agreement.

     2.3 NOTICE OF BORROWING.

     (a) Whenever the Borrower desires to incur Revolving Credit Loans hereunder
(other than Borrowings to repay Unpaid Drawings), it shall give the
Administrative Agent at an office of the Administrative Agent from time to time
notified by the Administrative Agent to the Borrower (but initially the office
set forth for the Administrative Agent in Section 12.2(a)(ii)), (i) a written
Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior
to 12:00 noon (New York time) at least three Business Days prior to the proposed
day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or
telephonic notice promptly confirmed in writing) prior to 10:00 a.m. (New York
time) on the proposed day of each


                                      -20-

<PAGE>

Borrowing of ABR Loans. Each such Notice of Borrowing, except as otherwise
expressly provided in Section 2.10, shall be irrevocable and shall specify (i)
the aggregate principal amount of the Revolving Credit Loans to be made pursuant
to such Borrowing, (ii) the date of Borrowing (which shall be a Business Day),
(iii) whether the Borrowing shall consist of ABR Loans or LIBOR Loans, (iv) if
such Borrowing shall consist of LIBOR Loans, the LIBOR Period to be initially
applicable thereto and (v) the number and location of the account to which funds
are to be disbursed. The Administrative Agent shall promptly give each Lender
written notice (or telephonic notice promptly confirmed in writing) of each
proposed Borrowing of Revolving Credit Loans, of such Lender's proportionate
share thereof and of the other matters covered by the related Notice of
Borrowing.

     (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice
specified in Section 3.4(c).

     (c) Without in any way limiting the obligation of the Borrower to confirm
in writing any notice it may give hereunder by telephone, the Administrative
Agent may act prior to receipt of written confirmation without liability upon
the basis of such telephonic notice believed by the Administrative Agent in good
faith to be from an Authorized Officer of the Borrower. In each such case the
Borrower hereby waives the right to dispute the Administrative Agent's record of
the terms of any such telephonic notice.

     2.4 DISBURSEMENT OF FUNDS.

     (a) No later than 12:00 Noon (New York time) on the date specified in each
Notice of Borrowing, each Lender will make available its pro rata portion, if
any, of each Borrowing requested to be made on such date in the manner provided
below.

     (b) Each Lender shall make available all amounts it is to fund under any
Borrowing in immediately available funds to the Administrative Agent at an
office of the Administrative Agent from time to time notified by the
Administrative Agent to the Lenders (but initially the office set forth for the
Administrative Agent in Section 12.2(a)(ii)), and the Administrative Agent will
(except in the case of Borrowings to repay Unpaid Drawings) make available to
the Borrower by depositing such funds as specified in the applicable Notice of
Borrowing, the aggregate of the amounts so made available. Unless the
Administrative Agent shall have been notified by any Lender prior to the date of
any such Borrowing that such Lender does not intend to make available to the
Administrative Agent its portion of the Borrowing or Borrowings to be made on
such date, the Administrative Agent may assume that such Lender has made such
amount available to the Administrative Agent on such date of Borrowing, and the
Administrative Agent, in reliance upon such assumption, may (in its sole
discretion and without any obligation to do so) make available to the Borrower a
corresponding amount. If such corresponding amount is not in fact made available
to the Administrative Agent by such Lender and the Administrative Agent has made
available same to the Borrower, the Administrative Agent shall be entitled to
recover such corresponding amount from such Lender. If such Lender does not pay
such corresponding amount forthwith upon the Administrative Agent's demand
therefor, the Administrative Agent shall promptly notify the Borrower, and the
Borrower shall immediately pay such corresponding amount to the Administrative
Agent. The Administrative Agent shall also be entitled to recover from such
Lender or the Borrower, as the case may be, interest on


                                      -21-

<PAGE>

such corresponding amount in respect of each day from the date such
corresponding amount was made available by the Administrative Agent to the
Borrower to the date such corresponding amount is recovered by the
Administrative Agent, at a rate per annum equal to (i) if paid by such Lender,
at the Federal Funds Effective Rate or (ii) if paid by the Borrower, the
then-applicable rate of interest, calculated in accordance with Section 2.8, for
the respective Revolving Credit Loans.

     (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from
its obligation to fulfill its commitments hereunder or to prejudice any rights
that the Borrower may have against any Lender as a result of any default by such
Lender hereunder (it being understood, however, that no Lender shall be
responsible for the failure of any other Lender to fulfill its commitments
hereunder).

     2.5 REPAYMENT OF LOANS; EVIDENCE OF DEBT.

     (a) The Borrower shall, for the benefit of the Lenders, on the Revolving
Credit Maturity Date, (i) repay to the Administrative Agent the then-unpaid
Revolving Credit Loans and (ii) retire all other then-outstanding Revolving
Credit Exposure, other than Letters of Credit that expire following the
Revolving Credit Maturity Date for which the Borrower provides or has provided
cash collateral in an amount equal to the Stated Amount of such Letter of
Credit.

     (b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the Indebtedness of the Borrower to the
appropriate lending office of such Lender resulting from each Revolving Credit
Loan made by such lending office of such Lender from time to time, including the
amounts and currency of principal and interest payable and paid to such lending
office of such Lender from time to time under this Agreement.

     (c) The Administrative Agent shall maintain the Register pursuant to
Section 12.6, and a sub-account for each Lender, in which Register and
sub-accounts (taken together) shall be recorded (i) the amount of each Revolving
Credit Loan made hereunder, the Type of each Revolving Credit Loan made and the
LIBOR Period applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender
hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder from the Borrower and each Lender's share thereof.

     (d) The entries made in the Register and accounts and subaccounts
maintained pursuant to paragraphs (b) and (c) of this Section shall, to the
extent permitted by applicable law, be prima facie evidence of the existence and
amounts of the obligations of the Borrower therein recorded; provided that the
failure of any Lender or the Administrative Agent to maintain such account, such
Register or such subaccount, as applicable, or any error therein, shall not in
any manner affect the obligation of the Borrower to repay (with applicable
interest) the Revolving Credit Loans made to the Borrower by such Lender in
accordance with the terms of this Agreement. In the event that there is an
inconsistency between the accounts maintained by a Lender pursuant to Section
2.5(b) and the Register maintained by the Administrative Agent pursuant to
Section 12.6, the said Register shall prevail.


                                      -22-

<PAGE>

     (e) All payments to be made by the Administrative Agent to any Lender
hereunder shall be made in accordance with the payment instructions of such
Lender set forth on the signature page of such Lender hereunder or, if such
Lender is an Assignee, set forth in the Assignment and Acceptance of such
Lender.

     2.6 CHANGES IN TYPE OF REVOLVING CREDIT LOAN.

     (a) The Borrower shall have the option on any Business Day to convert all
or a portion equal to at least the Minimum Borrowing Amount of the outstanding
principal amount of Revolving Credit Loans of one Type into a Borrowing or
Borrowings of another permitted Type or to continue the outstanding principal
amount of any LIBOR Loans as LIBOR Loans for an additional LIBOR Period;
provided that (i) no partial continuation of LIBOR Loans shall reduce the
outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing
to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted
into LIBOR Loans, if a Default or Event of Default is in existence on the date
of the proposed conversion and the Administrative Agent has or the Required
Lenders have determined in its or their sole discretion not to permit such
conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an
additional LIBOR Period if a Default or Event of Default is in existence on the
date of the proposed continuation and the Administrative Agent has or the
Required Lenders have determined in its or their sole discretion not to permit
such continuation, (iv) no LIBOR Period in excess of one month may be selected
for any LIBOR Loan if a Default or Event of Default is in existence on the date
of the proposed continuation and the Administrative Agent has or the Required
Lenders have determined in its or their sole discretion not to permit such
longer LIBOR Period, (v) Borrowings resulting from continuations or conversions
pursuant to this Section 2.6 shall be limited in number as provided in Section
2.2 and (vi) the outstanding principal amount of a Revolving Credit Loan of one
Type may not be converted into a Borrowing of another permitted Type until the
end of the current LIBOR Period for such Revolving Credit Loan. Each such
continuation or conversion shall be effected by the Borrower by giving the
Administrative Agent at the location set forth in Section 12.2 prior to 12:00
Noon (New York time) at least three Business Days' prior written notice
substantially in the form of Exhibit B (or telephonic notice promptly confirmed
in writing) (each a "NOTICE OF CONTINUATION") specifying the Revolving Credit
Loans to be so continued or converted, the Type of Revolving Credit Loans to be
continued or converted into and, if such Revolving Credit Loans are to be
converted or continued as LIBOR Loans, the LIBOR Period to be initially
applicable thereto. The Administrative Agent shall give each Lender notice as
promptly as practicable of any such proposed continuation or conversion
affecting any of its Revolving Credit Loans. This Section shall not be construed
to permit the Borrower to change the currency of any Borrowing.

     (b) If any Default or Event of Default is in existence at the time of any
proposed continuation of any LIBOR Loans and the Administrative Agent has or the
Required Lenders have determined in its or their sole discretion not to permit
such continuation, such LIBOR Loans shall be automatically converted on the last
day of the current LIBOR Period into ABR Loans.

     (c) If upon the expiration of any LIBOR Period in respect of LIBOR Loans,
the Borrower has failed to elect a new LIBOR Period to be applicable thereto as
provided in


                                      -23-

<PAGE>

paragraph (a) above, the Borrower shall be deemed to have elected to convert
such Borrowing of LIBOR Loans, as the case may be, into a Borrowing of ABR
Loans, as the case may be, effective as of the expiration date of such current
LIBOR Period.

     2.7 PRO RATA BORROWINGS.

     Each Borrowing of Revolving Credit Loans under this Agreement shall be made
by the Lenders pro rata on the basis of their then-applicable Revolving Credit
Commitment Percentage; provided that the Administrative Agent may adjust the
proportions of the Lenders with respect to any Borrowing to be made by such
Lenders to ensure that no Lender's Revolving Credit Exposure (after granting its
portion of such Borrowing) exceeds its Revolving Credit Commitment. It is
understood that no Lender shall be responsible for any default by any other
Lender in its obligation to make Revolving Credit Loans hereunder and that each
Lender shall be obligated to make the Revolving Credit Loans provided to be made
by it hereunder, regardless of the failure of any other Lender to fulfill its
commitments hereunder.

     2.8 INTEREST AND FEES.

     (a) The unpaid principal amount of each ABR Loan shall bear interest from
the date of the Borrowing thereof until maturity (whether by acceleration or
otherwise and both before and after default and judgment) at a rate per annum
that shall at all times be equal to the Applicable Margin for ABR Loans plus the
ABR in effect from time to time.

     (b) The unpaid principal amount of each LIBOR Loan shall bear interest from
the date of the Borrowing thereof until maturity (whether by acceleration or
otherwise and both before and after default and judgment) at a rate per annum
that shall at all times be equal to the Applicable Margin for LIBOR Loans plus
the relevant LIBOR.

     (c) For each day (i) on or prior to the Revolving Credit Maturity Date on
which the Revolving Credit Exposure exceeds 50% of the Revolving Credit
Commitments or (ii) after the Revolving Credit Maturity Date on which the
Revolving Credit Exposure exceeds 50% of the Revolving Credit Commitments as in
effect immediately prior to the termination or reduction to zero of the
Revolving Credit Commitments, the Borrower shall pay to the Administrative Agent
for the account of each Lender additional interest on the Revolving Credit Loans
held by such Lender outstanding on such day at a rate per annum equal to the
Applicable Additional Interest Rate. Accrued additional interest will be payable
at the times specified in Section 2.8(e).

     (d) If all or a portion of (i) the principal amount of any Revolving Credit
Loan or (ii) any interest thereon or fees payable hereunder shall not be paid
when due (whether at the stated maturity, by acceleration or otherwise), such
overdue amount shall bear interest at a rate per annum that is (x) in the case
of overdue principal, equal to the rate that would otherwise be applicable
thereto plus, to the extent permitted by applicable law, 2.00% (after as well as
before maturity and judgment), (y) in the case of any overdue interest with
respect to any Revolving Credit Loan, equal to the rate of interest applicable
to such Revolving Credit Loan plus, to the extent permitted by applicable law,
2.00%, or (z) in the case of any overdue fees or other amounts owing hereunder,
equal to the rate of interest then applicable to Revolving Credit Loans
maintained as ABR Loans plus 2.00%, in each case from and including the date of
such


                                      -24-

<PAGE>

non-payment to but excluding the date on which such amount is paid in full
(after as well as before maturity and judgment). All interest payable pursuant
to this Section 2.8(c) shall be payable upon demand.

     (e) Interest on each Revolving Credit Loan shall accrue from and including
the date of any Borrowing to but excluding the date of any repayment thereof and
shall, except as otherwise provided pursuant to Section 2.8(c), be payable (i)
in respect of each ABR Loan, quarterly in arrears on the last Business Day of
each of March, June, September and December, (ii) in respect of each LIBOR Loan,
on the last day of each LIBOR Period applicable thereto and, in the case of an
LIBOR Period in excess of three months, on each date occurring at three-month
intervals after the first day of such LIBOR Period, (iii) in respect of each
Revolving Credit Loan on any prepayment (on the amount prepaid), at maturity
(whether by acceleration or otherwise) and, after such maturity, on demand.

     (f) All computations of interest hereunder shall be made in accordance with
Section 5.4.

     (g) The Administrative Agent, upon determining the interest rate for any
Borrowing of LIBOR Loans, shall promptly notify the Borrower and the relevant
Lenders thereof. Each such determination shall, absent clearly demonstrable
error, be final and conclusive and binding on all parties hereto.

     2.9 LIBOR PERIODS.

     At the time the Borrower gives a Notice of Borrowing or Notice of
Continuation in respect of the making of, or conversion into or continuation as,
a Borrowing of LIBOR Loans prior to 10:00 a.m. (New York time) on the third
Business Day prior to the applicable date of making or conversion or
continuation of such LIBOR Loans, the Borrower shall have the right to elect by
giving the Administrative Agent written notice of (or telephonic notice promptly
confirmed in writing) the LIBOR Period applicable to such Borrowing, which LIBOR
Period shall, at the option of the Borrower, be one, two, three or six months.
Notwithstanding anything to the contrary contained above:

          (a) the initial LIBOR Period for any Borrowing of LIBOR Loans shall
     commence on the date of such Borrowing (including the date of any
     conversion from a Borrowing of ABR Loans) and each LIBOR Period occurring
     thereafter in respect of such Borrowing shall commence on the day on which
     the next preceding LIBOR Period expires;

          (b) if any LIBOR Period relating to a Borrowing of LIBOR Loans begins
     on the last Business Day of a calendar month or begins on a day for which
     there is no numerically corresponding day in the calendar month at the end
     of such LIBOR Period, such LIBOR Period shall end on the last Business Day
     of the calendar month at the end of such LIBOR Period;

          (c) if any LIBOR Period would otherwise expire on a day that is not a
     Business Day, such LIBOR Period shall expire on the next succeeding
     Business Day; provided that if any LIBOR Period in respect of a LIBOR Loan
     would otherwise expire


                                      -25-

<PAGE>

     on a day that is not a Business Day but is a day of the month after which
     no further Business Day occurs in such month, such LIBOR Period shall
     expire on the next preceding Business Day; and

          (d) the Borrower shall not be entitled to elect any LIBOR Period in
     respect of any LIBOR Loan if such LIBOR Period would extend beyond the
     Revolving Credit Maturity Date.

     2.10 INCREASED COSTS, ILLEGALITY, ETC.

     (a) In the event that any Lender shall have reasonably determined (which
determination shall, absent clearly demonstrable error, be final and conclusive
and binding upon all parties hereto):

          (i) on any date for determining LIBOR for a Borrowing of LIBOR Loans
     for any LIBOR Period that by reason of any changes arising on or after the
     date hereof affecting the London interbank market (x) deposits in Dollars
     in the principal amounts of the Revolving Credit Loans comprising such
     Borrowing are not readily available to such Lender in the London interbank
     market or (y) adequate and fair means do not exist for ascertaining the
     applicable interest rate on the basis provided for in the definition of
     LIBOR; or

          (ii) at any time, that such Lender shall incur increased costs or
     reductions in the amounts received or receivable hereunder with respect to
     any LIBOR Loans (other than any such increase or reduction attributable to
     taxes) because of (x) any change since the date hereof in any applicable
     law, governmental rule, regulation, guideline or order (or in the
     interpretation or administration thereof and including the introduction of
     any new law or governmental rule, regulation, guideline or order), such as,
     for example, but not limited to, a change in official reserve requirements
     (including any reserve requirements specified under regulations issued from
     time to time by the F.R.S. Board and then applicable to assets or
     liabilities consisting of and including "Eurocurrency Liabilities" as
     therein defined), and/or (y) other circumstances affecting the London
     interbank market; or

          (iii) at any time, that the making or continuance of any LIBOR Loan
     has become unlawful by compliance by such Lender in good faith with any
     law, governmental rule, regulation, guideline or order (or would conflict
     with any such governmental rule, regulation, guideline or order not having
     the force of law even though the failure to comply therewith would not be
     unlawful), or has become impracticable as a result of a contingency
     occurring after the date hereof that materially and adversely affects the
     London interbank market;

then, and in any such event, such Lender shall within a reasonable time
thereafter give notice (if by telephone confirmed in writing) to the Borrower
and to the Administrative Agent of such determination (which notice the
Administrative Agent shall promptly transmit to each of the other Lenders).
Thereafter (x) in the case of clause (i) above, LIBOR Loans shall no longer be
available from such Lender (and such Lender's obligation to make such Revolving
Credit Loans


                                      -26-

<PAGE>

shall be suspended) until such time as such Lender notifies the Administrative
Agent, the Borrower and the Lenders that the circumstances giving rise to such
notice by the Administrative Agent no longer exist (which notice such Lender
agrees to give at such time when such circumstances no longer exist), and any
Notice of Borrowing or Notice of Continuation given by the Borrower with respect
to LIBOR Loans that have not yet been incurred shall be deemed, with respect to
such Lender only, to be a Notice of Borrowing or Notice of Continuation for ABR
Loans, (y) in the case of clause (ii) above, the Borrower shall pay to such
Lender, promptly after receipt of written demand therefor, such additional
amounts (in the form of an increased rate of, or a different method of
calculating, interest or otherwise as such Lender in its reasonable discretion
shall determine) as shall be required to compensate such Lender for such
increased costs or reductions in amounts receivable hereunder (it being agreed
that a written notice as to the additional amounts owed to such Lender, showing
in reasonable detail the basis for the calculation thereof, submitted to the
Borrower by such Lender shall, absent clearly demonstrable error, be final and
conclusive and binding upon all parties hereto) other than any such increase or
reduction attributable to taxes and (z) in the case of clause (iii) above, the
Borrower shall take one of the actions specified in Section 2.10(b) as promptly
as possible and, in any event, within the time period required by law.

     (b) At any time that any LIBOR Loan is affected by the circumstances
described in Section 2.10(a)(ii) or 2.10(a)(iii), the Borrower may (and in the
case of a LIBOR Loan affected pursuant to Section 2.10(a)(iii) shall) either (i)
if the affected LIBOR Loan is then being made pursuant to a Credit Event or
Borrowing by way of conversion into a LIBOR Loan, cancel said Credit Event or
Borrowing by giving the Administrative Agent telephonic notice (confirmed
promptly in writing) thereof on the same date that the Borrower was notified by
a Lender pursuant to Section 2.10(a)(ii) or 2.10(a)(iii), or (ii) if the
affected LIBOR Loan is then outstanding, upon at least three Business Days
notice to the Administrative Agent, require the affected Lender to convert each
such LIBOR Loan into an ABR Loan; provided that if more than one Lender is
affected at any time, then all affected Lenders must be treated in the same
manner pursuant to this Section 2.10(b).

     (c) If, after the date hereof, the adoption of any applicable law, rule or
regulation regarding capital adequacy, or any change therein, or any change in
the interpretation or administration thereof by any Governmental Authority, or
compliance by a Lender or its parent with any request or directive made or
adopted after the date hereof regarding capital adequacy (whether or not having
the force of law) of any such Governmental Authority, has or would have the
effect of reducing the rate of return on such Lender's or its parent's capital
or assets as a consequence of such Lender's commitments or obligations hereunder
to a level below that which such Lender or its parent could have achieved but
for such adoption, effectiveness, change or compliance (taking into
consideration such Lender's or its parent's policies with respect to capital
adequacy), then from time to time, promptly after demand by such Lender (with a
copy to the Administrative Agent), the Borrower shall pay to such Lender such
additional amount or amounts as will compensate such Lender or its parent for
such reduction, it being understood and agreed, however, that a Lender shall not
be entitled to such compensation as a result of such Lender's compliance with,
or pursuant to any request or directive to comply with, any such law, rule or
regulation as in effect on the date hereof. Each Lender, upon determining in
good faith that any additional amounts will be payable pursuant to this Section
2.10(c), will give prompt written notice thereof to the Borrower, which notice
shall set forth in reasonable detail the basis


                                      -27-

<PAGE>

of the calculation of such additional amounts, although the failure to give any
such notice shall not, subject to Section 2.13, release or diminish any of the
Borrower's obligations to pay additional amounts pursuant to this Section
2.10(c) upon receipt of such notice.

     2.11 COMPENSATION.

     If (a) any payment of principal of any LIBOR Loan, or any continuation of
any LIBOR Loan, is made by the Borrower (or a replacement Lender in the case of
Section 12.7) to or for the account of a Lender other than on the last day of
the LIBOR Period for such LIBOR Loan pursuant to Section 2.5, 2.6, 2.10, 5.1 or
12.7, as a result of acceleration of the maturity of the Revolving Credit Loans
pursuant to Article 10 or for any other reason, (b) any Borrowing of LIBOR Loans
is not made as a result of a withdrawn Notice of Borrowing, (c) any ABR Loan is
not converted into a LIBOR Loan as a result of a withdrawn Notice of
Continuation, (d) any LIBOR Loan is not continued as a LIBOR Loan as a result of
a withdrawn Notice of Continuation or (e) any prepayment of principal of any
LIBOR Loan is not made as a result of a withdrawn notice of prepayment pursuant
to Section 5.1, the Borrower shall, after receipt of a written request by such
Lender (which request shall set forth in reasonable detail the basis for
requesting such amount), pay to the Administrative Agent for the account of such
Lender any amounts required to compensate such Lender for any additional losses,
costs or expenses that such Lender may reasonably incur as a result of such
payment, failure to convert, failure to continue or failure to prepay, including
any loss, cost or expense (excluding loss of anticipated profits) actually
incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by any Lender to fund or maintain such LIBOR Loan.

     2.12 CHANGE OF LENDING OFFICE.

     Each Lender agrees that, upon the occurrence of any event giving rise to
the operation of Section 2.10(a)(ii), 2.10(a)(iii), 2.10(b) or 5.3 with respect
to such Lender, it will, if requested by the Borrower, use reasonable efforts
(subject to overall policy considerations of such Lender) to designate another
lending office for any Revolving Credit Loans affected by such event; provided
that such designation is made on such terms that such Lender and its lending
office suffer no economic, legal or regulatory disadvantage, with the object of
avoiding the consequence of the event giving rise to the operation of any such
Section. Nothing in this Section 2.12 shall affect or postpone any of the
obligations of the Borrower or the right of any Lender provided in Section 2.10
or 5.3.

     2.13 NOTICE OF CERTAIN COSTS.

     Notwithstanding anything in this Agreement to the contrary, to the extent
any notice required by Section 2.10, 2.11, 3.5 or 5.3 is given by any Lender
more than 180 days after such Lender has knowledge (or should have had
knowledge) of the occurrence of the event giving rise to the additional cost,
reduction in amounts, loss, tax or other additional amounts described in such
Sections, such Lender shall not be entitled to compensation under Section 2.10,
2.11, 3.5 or 5.3, as the case may be, for any such amounts incurred or accruing
prior to the giving of such notice to the Borrower.


                                      -28-

<PAGE>

     2.14 EXTENSION OF COMMITMENT TERMINATION DATE.

     (a) REQUESTS FOR EXTENSION. The Borrower may, by notice to the
Administrative Agent (who shall promptly notify the Lenders) not earlier than 60
days and not later than 35 days prior to any anniversary of the Closing Date,
commencing with the first anniversary thereof (any such anniversary date, as
applicable, the "EXTENSION DATE"), request that each Lender extend the Revolving
Credit Maturity Date then in effect hereunder (the "EXISTING REVOLVING CREDIT
MATURITY DATE") for an additional year from the Existing Revolving Credit
Maturity Date; provided that the Borrower shall not make more than two such
requests hereunder.

     (b) LENDER ELECTIONS TO EXTEND. Each Lender, acting in its sole and
individual discretion, shall, by notice to the Administrative Agent given not
earlier than 30 days prior to the Extension Date and not later than the date
(the "NOTICE DATE") that is 20 days prior to the Extension Date, advise the
Administrative Agent whether or not such Lender agrees to such extension (and
each Lender that determines not to so extend its Revolving Credit Maturity Date
(a "NON-EXTENDING LENDER") shall notify the Administrative Agent of such fact
promptly after such determination (but in any event no later than the Notice
Date)) and any Lender that does not so advise the Administrative Agent on or
before the Notice Date shall be deemed to be a Non-Extending Lender. The
election of any Lender to agree to such extension shall not obligate any other
Lender to so agree. The Revolving Credit Commitments of a Non-Extending Lender
shall terminate on the Existing Revolving Credit Maturity Date, and on such date
(i) the loans made by such Non-Extending Lender shall mature and be due and
payable by the Borrower, and (ii) all other amounts owing to such Non-Extending
Lender hereunder shall be due and payable.

     (c) NOTIFICATION BY ADMINISTRATIVE AGENT. The Administrative Agent shall
notify the Borrower of each Lender's determination under this Section no later
than the date 15 days prior to the Extension Date (or, if such date is not a
Business Day, on the next preceding Business Day).

     (d) ADDITIONAL COMMITMENT LENDERS. The Borrower shall have the right on or
before the Existing Revolving Credit Maturity Date to replace each Non-Extending
Lender with, and add as "Lenders" under this Agreement in place thereof, one or
more Persons (each, an "ADDITIONAL COMMITMENT LENDER"; each Additional
Commitment Lender, together with any Lender that extends its Commitment, being
collectively called the "CONTINUING LENDERS") with the approval of the
Administrative Agent and the Letter of Credit Issuer (which approvals shall not
be unreasonably withheld), each of which Additional Commitment Lenders shall
have entered into an agreement in form and substance satisfactory to the
Borrower and the Administrative Agent pursuant to which such Additional
Commitment Lender shall undertake a Revolving Credit Commitment (and, if any
such Additional Commitment Lender is already a Lender, its Revolving Credit
Commitment shall be in addition to such Lender's Revolving Credit Commitment
hereunder on such date).

     (e) MINIMUM EXTENSION REQUIREMENT. If (and only if) the total of the
Revolving Credit Commitments of the Lenders (including any Additional Commitment
Lenders) that have agreed so to extend the Revolving Credit Maturity Date shall
be more than 50% of the aggregate amount of the Revolving Credit Commitments in
effect on the Notice Date, then, effective as of the Extension Date, the
Revolving Credit Maturity Date of each Continuing Lender shall be


                                      -29-
<PAGE>

extended to the date falling one year after the Existing Revolving Credit
Maturity Date (except that, if such date is not a Business Day, such Revolving
Credit Maturity Date as so extended shall be the next preceding Business Day)
and each Additional Commitment Lender shall thereupon become (and each
Non-Extending Lender that has been replaced as provided above shall cease to be)
a "Lender" for all purposes of this Agreement.

     (f) CONDITIONS TO EFFECTIVENESS OF EXTENSIONS. Notwithstanding the
foregoing, the extension of the Revolving Credit Maturity Date pursuant to this
Section shall not be effective with respect to any Lender unless the
Administrative Agent shall have received a certificate of an Authorized Officer
of the Borrower certifying that:

               (A) no Default or Event of Default shall have occurred and be
          continuing on the date of such extension and after giving effect
          thereto; and

               (B) the representations and warranties contained in this
          Agreement are true and correct on and as of the date of such extension
          and after giving effect thereto, as though made on and as of such date
          (or, if any such representation or warranty is expressly stated to
          have been made as of a specific date, as of such specific date).

                                    ARTICLE 3
                                LETTERS OF CREDIT

     3.1 LETTERS OF CREDIT.

     (a) Subject to and upon the terms and conditions herein set forth, the
Borrower, at any time and from time to time on or after the Closing Date and
prior to the L/C Maturity Date, may request that the Letter of Credit Issuer
issue, for the account of the Borrower, a standby letter of credit or letters of
credit (in such form as may be approved by the Letter of Credit Issuer in its
reasonable discretion) which is participated by the Letter of Credit Issuer
pursuant to Section 3.3 (each such letter of credit, a "LETTER OF CREDIT").

     (b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued
the Stated Amount of which, when added to the sum of (x) the Letter of Credit
Outstanding at such time and (y) the aggregate principal of all Revolving Credit
Loans then outstanding would exceed the Total Revolving Credit Commitment then
in effect; (ii) each Letter of Credit shall have an expiry date occurring no
later than one year after the date of issuance thereof; provided that in no
event shall such expiry date occur later than the L/C Maturity Date; (iii) each
Letter of Credit shall be denominated in Dollars and shall provide for drawings
thereunder to be made in Dollars; and (iv) no Letter of Credit shall be issued
by the Letter of Credit Issuer after it has received a written notice from the
Borrower or any Lender stating that a Default or Event of Default has occurred
and is continuing until such time as the Letter of Credit Issuer shall have
received a written notice of (x) rescission of such notice from the party or
parties originally delivering such notice (provided that in the case of any such
notice delivered by the Borrower, the Administrative Agent has not objected to
or contested such rescission) or (y) the waiver of such Default or Event of
Default in accordance with the provisions of Section 12.1.


                                      -30-

<PAGE>

     3.2 LETTER OF CREDIT REQUESTS AND INFORMATION TO ADMINISTRATIVE AGENT.

     (a) Whenever the Borrower desires that a Letter of Credit be issued for its
account, it shall give the Administrative Agent and the Letter of Credit Issuer
at least three (or such lesser number as may be agreed upon by the
Administrative Agent and the Letter of Credit Issuer) Business Days' written
notice thereof. Each notice shall be executed by the Borrower and shall be in
the form of Exhibit C (each a "LETTER OF CREDIT REQUEST"). The Administrative
Agent shall promptly transmit copies of each Letter of Credit Request to each
Lender.

     (b) The making of each Letter of Credit Request shall be deemed to be a
representation and warranty by the Borrower that the Letter of Credit may be
issued in accordance with, and will not violate the requirements of, Section
3.1(b).

     (c) The Letter of Credit Issuer shall, as soon as practicable following the
issuance, cancellation or termination of any Letter of Credit, provide a copy of
such Letter of Credit, cancellation or termination to the Administrative Agent.

     3.3 LETTER OF CREDIT PARTICIPATIONS.

     (a) Immediately upon the issuance by the Letter of Credit Issuer of any
Letter of Credit, the Letter of Credit Issuer shall be deemed to have sold and
transferred to each other Lender that has a Revolving Credit Commitment (each
such other Lender, in its capacity under this Section 3.3, an "L/C
PARTICIPANT"), and each such L/C Participant shall be deemed irrevocably and
unconditionally to have purchased and received from the Letter of Credit Issuer,
without recourse or warranty, an undivided interest and participation (each an
"L/C PARTICIPATION"), to the extent of such L/C Participant's Revolving Credit
Commitment Percentage from time to time, in such Letter of Credit, each
substitute letter of credit, each drawing made thereunder and the obligations of
the Borrower under this Agreement with respect thereto, and any security
therefor or guaranty pertaining thereto (although the Letter of Credit Fee will
be paid directly to the Administrative Agent for the ratable account of the L/C
Participants as provided in Section 4.1(b) and the L/C Participants shall have
no right to receive any portion of any Fronting Fees).

     (b) In determining whether to pay under any Letter of Credit, the Letter of
Credit Issuer shall have no obligation relative to the L/C Participants other
than to confirm that any documents required to be delivered under such Letter of
Credit have been delivered and that they appear to comply on their face with the
requirements of such Letter of Credit. Any action taken or omitted to be taken
by the Letter of Credit Issuer under or in connection with any Letter of Credit
issued by it, unless taken or omitted through its gross negligence or willful
misconduct as determined by a final judgment of a court of competent
jurisdiction, shall not create for the Letter of Credit Issuer any resulting
liability.

     (c) In the event that the Letter of Credit Issuer makes any payment under
any Letter of Credit issued by it and the Borrower shall not have repaid the
amount in full to the Letter of Credit Issuer pursuant to Section 3.4(a), the
Letter of Credit Issuer shall promptly notify the Administrative Agent (who
shall in turn promptly notify each L/C Participant) of the failure, and each L/C
Participant shall promptly and unconditionally pay to the Administrative Agent,
for the


                                      -31-

<PAGE>

account of the Letter of Credit Issuer, the amount of the L/C Participant's
Revolving Credit Commitment Percentage (determined as of the date of the notice
referred to above) of the unreimbursed payment in Dollars and in same day funds.
If the Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York time)
on any Business Day, any L/C Participant required to fund a payment under a
Letter of Credit, the L/C Participant shall make available to the Administrative
Agent for the account of the Letter of Credit Issuer the L/C Participant's
Revolving Credit Commitment Percentage of the amount of the payment on the
Business Day in same day funds. If and to the extent the L/C Participant shall
not have so made its Revolving Credit Commitment Percentage of the amount of the
payment available to the Administrative Agent for the account of the Letter of
Credit Issuer, the L/C Participant agrees to pay to the Administrative Agent for
the account of the Letter of Credit Issuer, forthwith on demand, the amount,
together with interest thereon for each day from the date until the date the
amount is paid to the Administrative Agent for the account of the Letter of
Credit Issuer at the Federal Funds Effective Rate. The failure of any L/C
Participant to make available to the Administrative Agent for the account of a
Letter of Credit Issuer the L/C Participant's Revolving Credit Commitment
Percentage of any payment under any Letter of Credit shall not relieve any other
L/C Participant of its obligation hereunder to make available to the
Administrative Agent for the account of the Letter of Credit Issuer the other
L/C Participant's Revolving Credit Commitment Percentage of any payment under
the Letter of Credit on the date required, as specified above, but no L/C
Participant shall be responsible for the failure of any other L/C Participant to
make available to the Administrative Agent the other L/C Participant's Revolving
Credit Commitment Percentage of the payment. Notwithstanding the foregoing, the
Administrative Agent shall be entitled to adjust the proportions of any of the
foregoing amounts required to be paid by the L/C Participants to ensure that no
L/C Participant's Revolving Credit Exposure exceeds its Revolving Credit
Commitment.

     (d) Whenever the Letter of Credit Issuer receives a payment in respect of
an unpaid reimbursement obligation as to which the Administrative Agent has
received for the account of the Letter of Credit Issuer any payments from the
L/C Participants pursuant to paragraph (c) above, the Letter of Credit Issuer
shall pay to the Administrative Agent and the Administrative Agent shall
promptly pay to each L/C Participant that has paid its applicable portion of
such reimbursement obligation, in Dollars and in same day funds, an amount equal
to such L/C Participant's share (based upon the proportionate aggregate amount
originally funded by such L/C Participant to the aggregate amount funded by all
L/C Participants) of the principal amount of such reimbursement obligation and
interest thereon accruing after the purchase of the respective L/C
Participations.

     (e) The obligations of the L/C Participants to make payments to the
Administrative Agent for the account of the Letter of Credit Issuer with respect
to Letters of Credit issued by it shall be irrevocable and not subject to
counterclaim, set-off or other defense or any other qualification or exception
whatsoever and shall be made in accordance with the terms and conditions of this
Agreement under all circumstances, including any of the following circumstances:

          (i) any lack of validity or enforceability of this Agreement;


                                      -32-

<PAGE>

          (ii) the existence of any claim, set-off, defense or other right that
     the Borrower may have at any time against a beneficiary named in a Letter
     of Credit, any transferee of any Letter of Credit (or any Person for whom
     any such transferee may be acting), the Administrative Agent, the Letter of
     Credit Issuer, any Lender or other Person, whether in connection with this
     Agreement, any Letter of Credit, the transactions contemplated herein or
     any unrelated transactions (including any underlying transaction between
     the Borrower and the beneficiary named in any such Letter of Credit);

          (iii) any draft, certificate or any other document presented under any
     Letter of Credit proving to be forged, fraudulent, invalid or insufficient
     in any respect or any statement therein being untrue or inaccurate in any
     respect;

          (iv) the surrender or impairment of any security for the performance
     or observance of any of the terms of this Agreement; or

          (v) the occurrence of any Default or Event of Default;

provided that no L/C Participant shall be obligated to pay to the Administrative
Agent for the account of the Letter of Credit Issuer such L/C Participant's
Revolving Credit Commitment Percentage of any unreimbursed amount arising from
any wrongful payment made by the Letter of Credit Issuer under a Letter of
Credit as a result of acts or omissions constituting willful misconduct or gross
negligence on the part of the Letter of Credit Issuer as determined by a final
judgment of a court of competent jurisdiction.

     3.4 AGREEMENT TO REPAY LETTER OF CREDIT DRAWINGS.

     (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer, by
making payment to the Administrative Agent in Dollars in immediately available
funds at the office of the Administrative Agent from time to time notified by
the Administrative Agent to the Borrower (but initially the office set forth for
the Administrative Agent in Section 12.2(a)(ii)), for any payment or
disbursement made by the Letter of Credit Issuer under any Letter of Credit
(each such amount so paid until reimbursed, an "UNPAID DRAWING") immediately
after, and in any event on the date of, such payment, with interest on the
amount so paid or disbursed by the Letter of Credit Issuer, to the extent not
reimbursed prior to 5:00 p.m. (New York time) on the date of such payment or
disbursement, from and including the date paid or disbursed to but excluding the
date the Letter of Credit Issuer is reimbursed therefor, at a rate per annum
that shall at all times be 2% above the Applicable Margin for Revolving Credit
Loans plus the ABR as in effect from time to time.

     (b) The Borrower's obligations under this Section 3.4 to reimburse the
Letter of Credit Issuer with respect to Unpaid Drawings (including, in each
case, interest thereon) shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to payment
that the Borrower or any other Person may have or have had against the Letter of
Credit Issuer, the Administrative Agent or any Lender (including in its capacity
as an L/C Participant), including any defense based upon the failure of any
drawing under a Letter of Credit (each a "DRAWING") to conform to the terms of
the Letter of Credit, any nonapplication or misapplication by the beneficiary of
the proceeds of such Drawing or any of


                                      -33-

<PAGE>

the circumstances described in Sections 3.3(e)(i) to 3.3(e)(v), inclusive;
provided that the Borrower shall not be obligated to reimburse the Letter of
Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under
the Letter of Credit issued by it as a result of acts or omissions constituting
willful misconduct or gross negligence on the part of the Letter of Credit
Issuer as determined by a final judgment of a court of competent jurisdiction.

     (c) Each payment by the Letter of Credit Issuer under any Letter of Credit
shall constitute a request by the Borrower for a Revolving Credit Loan, subject
to Section 6.2, in the amount of the Unpaid Drawing in respect of such Letter of
Credit. The Letter of Credit Issuer shall notify the Borrower and the
Administrative Agent, by 10:00 a.m. (New York time) on any Business Day on which
the Letter of Credit Issuer intends to honor a drawing under a Letter of Credit,
of (i) the Letter of Credit Issuer's intention to honor such drawing and (ii)
the amount of such drawing. Unless instructed by the Borrower by 10:30 a.m. (New
York time) on such Business Day that it intends to reimburse the Letter of
Credit Issuer for the amount of such drawing with funds other than the proceeds
of Loans, the Administrative Agent shall promptly notify each Lender of such
drawing and the amount of its Revolving Credit Loan to be made in respect
thereof, and each Lender shall be irrevocably obligated to make ABR Loans to the
Borrower in the amount of such Lender's Revolving Credit Commitment Percentage
of the applicable Unpaid Drawing by 12:00 noon (New York time) on such Business
Day by making the amount of such Revolving Credit Loan available to the
Administrative Agent at the office of the Administrative Agent from time to time
notified by the Administrative Agent to the Borrower (but initially the office
set forth for the Administrative Agent in Section 12.2(a)(ii)). Such Revolving
Credit Loans shall be made without regard to the Minimum Borrowing Amount. The
Administrative Agent shall use the proceeds of such Revolving Credit Loans
solely for the purpose of reimbursing the Letter of Credit Issuer for the
related Unpaid Drawing.

     3.5 INCREASED COSTS.

     If after the date hereof, the adoption of any applicable law, rule or
regulation, or any change therein, or any change in the interpretation or
administration thereof by any Governmental Authority, central bank or comparable
agency charged with the interpretation or administration thereof, or actual
compliance by the Letter of Credit Issuer or any L/C Participant with any
request or directive made or adopted after the date hereof (whether or not
having the force of law), by any such authority, central bank or comparable
agency shall either (a) impose, modify or make applicable any reserve, deposit,
capital adequacy or similar requirement against letters of credit issued by the
Letter of Credit Issuer, or any L/C Participant's L/C Participation therein, or
(b) impose on the Letter of Credit Issuer or any L/C Participant any other
conditions affecting its obligations under this Agreement in respect of Letters
of Credit or L/C Participations therein or any Letter of Credit or such L/C
Participant's L/C Participation therein; and the result of any of the foregoing
is to increase the cost to the Letter of Credit Issuer or such L/C Participant
of issuing, maintaining or participating in such Letter of Credit, or to reduce
the amount of any sum received or receivable by the Letter of Credit Issuer or
such L/C Participant hereunder (other than any such increase or reduction
attributable to taxes) in respect of Letters of Credit or any L/C Participations
therein, then, promptly after receipt of written demand to the Borrower by the
Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of
which notice shall be sent by the Letter of Credit Issuer or such L/C
Participant to the Administrative Agent), the Borrower shall pay to the Letter
of Credit Issuer or such L/C


                                      -34-

<PAGE>

Participant such additional amount or amounts as will compensate the Letter of
Credit Issuer or such L/C Participant for such increased cost or reduction, it
being understood and agreed, however, that neither the Letter of Credit Issuer
nor any L/C Participant shall be entitled to such compensation as a result of
such Person's compliance with, or pursuant to any request or directive to comply
with, any such law, rule or regulation as in effect on the date hereof. A
certificate submitted to the Borrower by the Letter of Credit Issuer or any L/C
Participant, as the case may be (a copy of which certificate shall be sent by
the Letter of Credit Issuer or such L/C Participant to the Administrative
Agent), setting forth in reasonable detail the basis for the determination of
such additional amount or amounts necessary to compensate the Letter of Credit
Issuer or such L/C Participant as aforesaid shall be conclusive and binding on
the Borrower absent clearly demonstrable error.

     3.6 SUCCESSOR LETTER OF CREDIT ISSUER.

     The Letter of Credit Issuer may resign as the Letter of Credit Issuer upon
60 days' prior written notice to the Administrative Agent, the Lenders and the
Borrower. If the Letter of Credit Issuer shall resign as the Letter of Credit
Issuer under this Agreement, then the Borrower shall appoint from among the
Lenders with Revolving Credit Commitments a successor issuer of Letters of
Credit, whereupon such successor issuer shall succeed to the rights, powers and
duties of the Letter of Credit Issuer, and the term "Letter of Credit Issuer"
shall mean such successor issuer effective upon such appointment. At the time
such resignation shall become effective, the Borrower shall pay to the resigning
Letter of Credit Issuer all accrued and unpaid fees pursuant to Sections 4.1(c)
and 4.1(d). The acceptance of any appointment as the Letter of Credit Issuer
hereunder by a successor Lender shall be evidenced by an agreement entered into
by such successor, in a form satisfactory to the Borrower and the Administrative
Agent and, from and after the effective date of such agreement, such successor
Lender shall have all the rights and obligations of the previous Letter of
Credit Issuer under this Agreement. After the resignation of the Letter of
Credit Issuer hereunder, the resigning Letter of Credit Issuer shall remain a
party hereto and shall continue to have all the rights and obligations of the
Letter of Credit Issuer under this Agreement with respect to Letters of Credit
issued by it prior to such resignation, but shall not be required to issue
additional Letters of Credit. After any retiring Letter of Credit Issuer's
resignation as Letter of Credit Issuer, the provisions of this Agreement
relating to the Letter of Credit Issuer shall inure to its benefit as to any
actions taken or omitted to be taken by it (a) while it was the Letter of Credit
Issuer under this Agreement or (b) at any time with respect to Letters of Credit
issued by the Letter of Credit Issuer.

                                    ARTICLE 4
                                FEES; COMMITMENTS

     4.1 FEES.

     (a) The Borrower agrees to pay to the Administrative Agent, for the account
of each Lender (in each case pro rata according to the respective Available
Revolving Credit Commitments of all such Lenders), a commitment fee for each day
from and including the Closing Date to but excluding the Revolving Credit
Maturity Date on the average daily closing


                                      -35-

<PAGE>

balances of the unused amount of the Total Revolving Credit Commitment. Such
commitment fee shall be payable in arrears (i) on the last Business Day of each
of March, June, September and December (for the three-month period (or portion
thereof) ended on such day) and (ii) on the Revolving Credit Maturity Date (for
the period ended on such date for which no payment has been received pursuant to
clause (i) above), and shall be computed during such period at the Commitment
Fee Rate on the average daily closing balances of the unused amount of the Total
Revolving Credit Commitment. Notwithstanding the foregoing, the Borrower shall
not be obligated to pay any amounts to any Defaulting Lender pursuant to this
Section 4.1.

     (b) The Borrower agrees to pay to the Administrative Agent, for the account
of the Lenders pro rata on the basis of their respective Letter of Credit
Exposure, a fee in respect of each Letter of Credit (the "LETTER OF CREDIT
FEE"), for the period from and including the date of issuance of such Letter of
Credit to, but not including, the termination date of such Letter of Credit
computed during such period at a per annum rate equal to the Applicable Margin
then in effect for Revolving Credit Loans that are LIBOR Loans on the average
daily Stated Amount of such Letter of Credit. Such Letter of Credit Fees shall
be due and payable quarterly in arrears on the last Business Day of each of
March, June, September and December and on the date upon which the Total
Revolving Credit Commitment terminates and the Letters of Credit Outstanding
shall have been reduced to zero. In addition, for each day (a) on or prior to
the Revolving Credit Maturity Date on which the Revolving Credit Exposure
exceeds 50% of the Revolving Credit Commitments or (b) after the Revolving
Credit Maturity Date on which the Revolving Credit Exposure exceeds 50% of the
Revolving Credit Commitments as in effect immediately prior to the termination
or reduction to zero of the Revolving Credit Commitments, the Borrower shall pay
to the Administrative Agent for the account of each Lender an additional fee on
the Stated Amount of each Letter of Credit outstanding on such day at a rate per
annum equal to the Applicable Additional Interest Rate. Accrued additional fees
will be payable in respect of the Stated Amount of each Letter of Credit
outstanding on each date on which the Letter of Credit Fee is payable at the
times specified in the preceding sentence of this clause (b).

     (c) The Borrower agrees to pay directly to the Letter of Credit Issuer a
fee in respect of each Letter of Credit issued by it (the "FRONTING Fee"), for
the period from and including the date of issuance of such Letter of Credit to
but not including the termination date of such Letter of Credit, computed during
such period at a per annum rate equal to 0.125% on the average daily Stated
Amount of such Letter of Credit. Such Fronting Fees shall be due and payable
quarterly in arrears on the last Business Day of each of March, June, September
and December and on the date upon which the Total Revolving Credit Commitment
terminates and the Letters of Credit Outstanding shall have been reduced to
zero.

     (d) The Borrower agrees to pay directly to the Letter of Credit Issuer upon
each renewal of, drawing under and/or amendment of a Letter of Credit issued by
it such amount as the Letter of Credit Issuer and the Borrower may agree upon
for issuances or renewal or drawings under or amendments of letters of credit
issued by it.

     (e) The Borrower agrees to pay to the Administrative Agent, for the benefit
of the Administrative Agent, the fees for acting as administrative agent in the
amounts and on the dates previously agreed to in writing by the Borrower and the
Administrative Agent, as amended from time to time by agreement between the
Administrative Agent and the Borrower.


                                      -36-

<PAGE>

     (f) The Borrower agrees to pay on the Closing Date to the Arranger, for the
benefit of the Lenders, the fees in the amounts previously agreed to in writing
by the Borrower and the Arranger.

     4.2 VOLUNTARY REDUCTION OF REVOLVING CREDIT COMMITMENTS.

     Upon at least two Business Days' prior written notice (or telephonic notice
promptly confirmed in writing) to the Administrative Agent (which notice the
Administrative Agent shall promptly transmit to each of the Lenders), the
Borrower shall have the right, without premium or penalty, on any day, to
permanently terminate or reduce the Total Revolving Credit Commitment in whole
or in part; provided that (i) any such reduction shall apply proportionately and
permanently to reduce the Revolving Credit Commitment of each of the Lenders,
(ii) any partial reduction pursuant to this Section 4.2 shall be in the amount
of at least $1,000,000, (iii) after giving effect to any such partial reduction
of the Total Revolving Credit Commitment, the Total Revolving Credit Commitment
shall be at least $5,000,000 and (iv) after giving effect to such termination or
reduction and to any prepayments of the Revolving Credit Loans made on the date
thereof in accordance with this Agreement, the sum of (A) the aggregate
outstanding principal amount of the Revolving Credit Loans and (B) the Letters
of Credit Outstanding shall not exceed the Total Revolving Credit Commitment.

     4.3 COMMITMENT INCREASES.

     (a) In the event that the Borrower wishes to increase the Total Revolving
Credit Commitment, it shall notify the Administrative Agent in writing of the
amount (the "OFFERED INCREASE AMOUNT") of such proposed increase (such notice, a
"COMMITMENT INCREASE NOTICE").

     (b) The Borrower may, at its election, (i) offer one or more of the Lenders
the opportunity to participate in all or a portion of the Offered Increase
Amount pursuant to paragraph (d) below and/or (ii) with the consent of the
Administrative Agent (which consent shall not be unreasonably withheld), offer
one or more additional banks, financial institutions or other entities the
opportunity to participate in all or a portion of the Offered Increase Amount
pursuant to paragraph (c) below. Each Commitment Increase Notice shall specify
which Lenders and/or banks, financial institutions or other entities the
Borrower desires to participate in such Commitment Increase. The Borrower or, if
requested by the Borrower, the Administrative Agent, will notify such Lenders
and/or banks, financial institutions or other entities of such offer.

     (c) Any additional bank, financial institution or other entity which the
Borrower selects to offer participation in the increased Commitments and which
elects to become a party to the Agreement and provide a Commitment in an amount
so offered and accepted by it pursuant to Section 4.3(b)(ii) shall execute a New
Lender Supplement (each a "NEW LENDER SUPPLEMENT") with the Borrower and the
Administrative Agent, substantially in the form of Exhibit D, whereupon such
bank, financial institution or other entity (herein called a "NEW LENDER") shall
become a Lender for all purposes and to the same extent as if originally a party
hereto and shall be bound by and entitled to the benefits of this Agreement, and
Schedule I shall be deemed to be amended to add the name and Commitment of such
New Lender.


                                      -37-
<PAGE>

     (d) Any Lender which accepts an offer to it by the Borrower to increase its
Commitment pursuant to Section 4.3(b)(i) shall, in each case, execute a
Commitment Increase Supplement (each a "COMMITMENT INCREASE SUPPLEMENT") with
the Borrower and the Administrative Agent, substantially in the form of Exhibit
E, whereupon such Lender shall be bound by and entitled to the benefits of this
Agreement with respect to the full amount of its Commitment as so increased, and
Schedule I shall be deemed to be amended to increase the Commitment of such
Lender.

     (e) If on the date upon which a bank, financial institution or other entity
becomes a New Lender pursuant to Section 4.3(c) or a Lender increases its
Commitment pursuant to Section 4.3(d), there is an unpaid principal amount of
Revolving Credit Loans, the Borrower shall borrow Revolving Credit Loans from
the Lenders and/or (subject to compliance by the Borrower with Section 2.11)
prepay Revolving Credit Loans of the Lenders such that, after giving effect
thereto, the Revolving Credit Loans (including, without limitation, the Types
thereof and LIBOR Periods with respect thereto) shall be held by the Lenders
(including for such purposes the New Lenders) pro rata according to their
respective Revolving Credit Commitment Percentages.

     (f) If on the date upon which a bank, financial institution or other entity
becomes a New Lender pursuant to Section 4.3(c) or a Lender increases its
Commitment pursuant to Section 4.3(d), there are Letters of Credit Outstanding,
each Lender that has a Revolving Credit Commitment shall be deemed to have sold
and transferred to each other Lender that has a Revolving Credit Commitment, and
each such Lender that has a Revolving Credit Commitment shall be deemed
irrevocably and unconditionally to have purchased and received from such other
Lender that has a Revolving Credit Commitment, without recourse or warranty, an
L/C Participation, to the extent of such Lender's Revolving Credit Commitment
Percentage, in such Letters of Credit Outstanding, provided that no LC
Participations shall be sold, transferred, purchased and received in respect of
any Unpaid Drawing existing at the time an entity becomes a New Lender pursuant
to Section 4.3(c) or a Lender increases its Commitment pursuant to Section
4.3(d).

     (g) Notwithstanding anything to the contrary in this Section 4.3, prior to
each New Lender Supplement and Commitment Increase Supplement becoming
effective, and as a condition precedent to such effectiveness, the Borrower
shall furnish to the Administrative Agent such evidence of legal and corporate
authority (including legal opinions of counsel to the Borrower) as the
Administrative Agent may request in connection with such New Lender Supplement
or Commitment Increase Supplement, as the case may be. Notwithstanding anything
to the contrary in this Section 4.3, in no event shall any transaction effected
pursuant to this subsection cause the Total Revolving Credit Commitment to
exceed $150,000,000 or to increase in an amount of less than $500,000 or a
multiple of $100,000 in excess thereof.

     (h) Notwithstanding the foregoing, the increase of the Commitments pursuant
to this Section shall not be effective unless the Administrative Agent shall
have received a certificate of an Authorized Officer of the Borrower certifying
that:

          (i) no Default or Event of Default shall have occurred and be
     continuing on the date of such increase and after giving effect thereto;
     and


                                      -38-

<PAGE>

          (ii) the representations and warranties contained in this Agreement
     are true and correct on and as of the date of such increase and after
     giving effect thereto, as though made on and as of such date (or, if any
     such representation or warranty is expressly stated to have been made as of
     a specific date, as of such specific date).

     4.4 MANDATORY TERMINATION OF COMMITMENTS.

     The Total Revolving Credit Commitment shall terminate at 5:00 p.m. (New
York time) on the Revolving Credit Maturity Date.

                                   ARTICLE 5
                                    PAYMENTS

     5.1 PREPAYMENTS.

     The Borrower shall have the right to prepay any Borrowing, without premium
or penalty, in whole or in part at any time and from time to time. Such
prepayment of Revolving Credit Loans shall be subject to the following
conditions: (a) the Borrower shall give the Administrative Agent written notice
(or telephonic notice promptly confirmed in writing) of its intent to make such
prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the
specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower
no later than 10:00 a.m. (New York time) three Business Days prior to the date
of such prepayment and shall promptly be transmitted by the Administrative Agent
to each of the Lenders; (b) each partial prepayment shall be in an amount that
is a multiple of $100,000 and in an aggregate principal amount of at least
$5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to
a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to
such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR
Loans; and (c) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any
day other than the last day of an LIBOR Period applicable thereto shall be
subject to compliance by the Borrower with the applicable provisions of Section
2.11; provided further that at the Borrower's election in connection with any
prepayment pursuant to this Section 5.1, such prepayment shall not be applied to
any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing
shall be applied ratably to the Revolving Credit Loans included in the prepaid
Borrowing.

     5.2 METHOD AND PLACE OF PAYMENT.

     (a) Except as otherwise specifically provided herein, all payments to be
made by the Borrower under this Agreement shall be made, without set-off,
counterclaim or deduction of any kind, to the Administrative Agent for, as the
case may be, the (i) ratable account of all the Lenders of Revolving Credit
Loans or (ii) account of each Letter of Credit Issuer, not later than 12:00 Noon
(New York time) on the date when due. Such payments shall be made in immediately
available funds at the office of the Administrative Agent from time to time
notified by the Administrative Agent to the Borrower (but initially the office
set forth for the Administrative Agent in Section 12.2(a)(ii)), it being
understood that written or facsimile notice by the Borrower to the
Administrative Agent to make a payment from the funds in the Borrower's account
at an office of the Administrative Agent shall constitute the making of such
payment to the extent of such funds held in such account. The Administrative
Agent will


                                      -39-

<PAGE>

thereafter cause to be distributed on the same day (if payment was actually
received by the Administrative Agent prior to 2:00 p.m. (New York time) on such
day, otherwise the next Business Day) like funds relating to the payment of
principal or interest or Fees ratably to the Lenders entitled thereto. A payment
shall be deemed to have been made by the Administrative Agent on the date on
which it is required to be made under this Agreement if the Administrative Agent
has, on or before such date, taken steps to make such payment in accordance with
the regulations or operating procedures of the clearing or settlement system
used by the Administrative Agent in order to make such payment.

     (b) Any payments under this Agreement that are made later than 2:00 p.m.
(New York time) shall be deemed to have been made on the next succeeding
Business Day. Whenever any payment to be made hereunder shall be stated to be
due on a day that is not a Business Day, the due date thereof shall be extended
to the next succeeding Business Day and, with respect to payments of principal,
interest shall be payable during such extension at the applicable rate in effect
immediately prior to such extension.

     5.3 NET PAYMENTS.

     (a) (i) All payments made by the Borrower under this Agreement shall be
made free and clear of, and without deduction or withholding for or on account
of, any current or future income, stamp or other taxes, levies, imposts, duties,
charges, fees, deductions or withholdings, now or hereafter imposed, levied,
collected, withheld or assessed by any Governmental Authority, excluding (i) net
income taxes and franchise taxes (imposed in lieu of net income taxes) imposed
on the Administrative Agent or any Lender and (ii) any taxes imposed on the
Administrative Agent or any Lender as a result of a current or former connection
between the Administrative Agent or such Lender and the jurisdiction of the
Governmental Authority imposing such tax or any political subdivision or taxing
authority thereof or therein (other than any such connection arising solely from
the Administrative Agent or such Lender having executed, delivered or performed
its obligations or received a payment under, or enforced, this Agreement)
("TAXES") except to the extent that such deduction or withholding is required by
any applicable law, as modified by the administrative practice of any relevant
Governmental Authority then in effect. If any such Taxes are required to be
withheld from any amounts payable to the Administrative Agent or any Lender
hereunder, the Borrower shall:

               (A) promptly notify the Administrative Agent of such requirement;

               (B) promptly pay to the relevant Governmental Authority when due
          the full amount required to be deducted or withheld (including the
          full amount of Taxes required to be deducted or withheld from any
          additional amount paid by such Borrower to the Administrative Agent or
          such Lender under this Section 5.3(a);

               (C) as promptly as possible thereafter, forward to the
          Administrative Agent and such Lender an official receipt (or a
          certified copy), or other documentation reasonably acceptable to the
          Administrative Agent and such Lender, evidencing such payment to such
          Governmental Authority; and


                                      -40-

<PAGE>

               (D) pay to the Administrative Agent or such Lender, in addition
          to the payment to which the Administrative Agent or such Lender is
          otherwise entitled under this Agreement, such additional amount as is
          necessary to ensure that the net amount actually received by the
          Administrative Agent or such Lender (free and clear of any such Taxes,
          whether assessed against the Borrower, the Administrative Agent or
          such Lender) will equal the full amount the Administrative Agent or
          such Lender would have received had no such deduction or withholding
          been required.

          (ii) If the Borrower fails to pay to the relevant Governmental
     Authority when due any Taxes that it was required to deduct or withhold
     under this Section 5.3(a) in respect of any payment to or for the benefit
     of the Administrative Agent or any Lender under this Agreement or fails to
     furnish the Administrative Agent or such Lender, as applicable, with the
     documentation referred to in Section 5.3(a) when required to do so, the
     Borrower shall forthwith on demand fully indemnify the Administrative Agent
     or such Lender for any incremental taxes, interest, costs or penalties that
     may become payable by the Administrative Agent or such Lender as a result
     of such failure.

          (iii) The Borrower's obligations under this Section 5.3(a) shall
     survive the termination of this Agreement and the payment of the Revolving
     Credit Loans and all other amounts payable hereunder.

     (b) Notwithstanding Section 5.3(a), the Borrower shall not be required to
indemnify or pay any additional amounts in respect of withholding tax applicable
to any amount payable under this Agreement pursuant to Section 5.3(a) above to
any Non-U.S. Lender, except if any such Revolving Credit Loans were assigned,
participated or transferred to such Non-U.S. Lender at the request of the
Borrower or were assigned, participated or transferred to such Non-U.S. Lender
following the occurrence of and during the continuance of an Event of Default
pursuant to Section 10.1 or 10.5.

     (c) Each Non-U.S. Lender shall:

          (i) deliver to the Borrower and the Administrative Agent two copies of
     either (x) in the case of a Non-U.S. Lender claiming exemption from U.S.
     Federal withholding tax under Section 871(h) or 881(c) of the Code with
     respect to payments of "portfolio interest", United States Internal Revenue
     Service Form W-8BEN, (together with a certificate representing that such
     Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code,
     is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B)
     of the Code) of the Borrower and is not a controlled foreign corporation
     related to the Borrower (within the meaning of Section 864(d)(4) of the
     Code)), or (y) Internal Revenue Service Form W-8BEN or W-8ECI, in each case
     properly completed and duly executed by such Non-U.S. Lender claiming
     complete exemption from, or reduced rate of, U.S. Federal withholding tax
     on payments by the Borrower under this Agreement;

          (ii) deliver to the Borrower and the Administrative Agent two further
     copies of any such form or certification (or any applicable successor form)
     on or before the date


                                      -41-

<PAGE>

     that any such form or certification expires or becomes obsolete and after
     the occurrence of any event requiring a change in the most recent form
     previously delivered by it to the Borrower; and

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

unless, in any such case, any change in treaty, law or regulation, has occurred
prior to the date on which any such delivery would otherwise be required that
renders any such form inapplicable or would prevent such Lender from duly
completing and delivering any such form with respect to it and such Lender so
advises the Borrower and the Administrative Agent. Each Person that shall become
a Participant pursuant to Section 12.6 or a Lender pursuant to Section 12.6
shall, upon the effectiveness of the related transfer, be required to provide
all the forms and statements required pursuant to this Section 5.3(c), provided
that in the case of a Participant such Participant shall furnish all such
required forms and statements to the Lender from which the related participation
shall have been purchased.

     (d) If the Borrower determines in good faith that a reasonable basis exists
for contesting any taxes for which indemnification has been demanded hereunder,
the relevant Lender or the Administrative Agent, as applicable, shall cooperate
with the Borrower in challenging such taxes at the Borrower's expense if so
requested by the Borrower. If any Lender or the Administrative Agent, as
applicable, receives a refund of, or credit for, a Tax for which a payment has
been made by the Borrower pursuant to this Agreement, which refund or credit in
the good faith judgment of such Lender or the Administrative Agent, as the case
may be, is attributable to such payment made by the Borrower, then the Lender or
the Administrative Agent, as the case may be, shall reimburse the Borrower for
such amount as the Lender or the Administrative Agent, as the case may be,
determines to be the proportion of the refund or credit as will leave it, after
such reimbursement, in no better or worse position than it would have been in if
the payment had not been required. A Lender or Administrative Agent shall claim
any refund or credit that it determines is available to it, unless it concludes
in its reasonable discretion that it would be adversely affected by making such
a claim. Neither such Lender nor the Administrative Agent shall be obliged to
disclose any information regarding its tax affairs or computations to the
Borrower in connection with this paragraph (d) or any other provision of this
Section 5.3.

     5.4 COMPUTATIONS OF INTEREST AND FEES.

     (a) All interest and fees hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to the ABR at times
when the ABR is based on the prime rate of the Administrative Agent shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each case shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). The applicable ABR or LIBOR rate shall be
determined by the Administrative Agent, and such determination shall be
conclusive absent manifest error.


                                      -42-

<PAGE>

     (b) All interest payments to be made under this Agreement shall be paid
without allowance or deduction for deemed re-investment or otherwise, both
before and after maturity and before and after default and/or judgment, if any,
until payment of the amount on which such interest is accruing, and interest
will accrue on overdue interest, if any.

     (c) The amount of costs and expenses required to be paid or reimbursed by
the Borrower pursuant to Section 12.5 or any other provision of this Agreement
shall bear interest until paid, as well after as before demand, default,
maturity and judgment, at the highest rate provided for in Section 2.8(c).

     (d) If interest is not paid on the indebtedness of the Borrower to the
Lenders hereunder, or any part thereof, as and when interest is due and payable
hereunder, unpaid interest shall bear interest until paid, as well after as
before demand, default, maturity and judgment, at the rates provided for in
Section 2.8(c).

                                    ARTICLE 6
                              CONDITIONS PRECEDENT

     6.1 CONDITIONS PRECEDENT TO INITIAL CREDIT EVENT.

     The initial Credit Event under this Agreement is subject to the
satisfaction of the following conditions precedent:

          (a) CREDIT AGREEMENT. The Administrative Agent shall have received
     this Agreement, executed and delivered by a duly authorized officer of each
     of the parties hereto.

          (b) CLOSING CERTIFICATE. The Administrative Agent shall have received
     a certificate of the Borrower, dated the Closing Date, substantially in the
     form of Exhibit F, with appropriate insertions, executed by the President
     or any Vice President and the Secretary or any Assistant Secretary of the
     Borrower.

          (c) PROCEEDINGS OF THE BORROWER. The Administrative Agent shall have
     received a copy of the resolutions, in form and substance satisfactory to
     the Administrative Agent, of the Board of Directors of the Borrower (or a
     duly authorized committee thereof) authorizing (a) the execution, delivery
     and performance of this Agreement (and any agreements relating thereto) and
     (b) the extensions of credit contemplated hereunder.

          (d) ORGANIC DOCUMENTS. The Administrative Agent shall have received
     true and complete copies of the articles of incorporation and by-laws of
     the Borrower and a certificate of good standing with respect to the
     Borrower issued by its jurisdiction of incorporation or organization.

          (e) FEES. The Administrative Agent shall have received the fees
     referred to in Section 4.1(e) to be received on the Closing Date.


                                      -43-
<PAGE>

          (f) EXISTING LOAN AGREEMENTS. The Administrative Agent shall have
     received reasonably satisfactory evidence that (i) the Holdings Loan
     Agreement shall be simultaneously terminated and all loans and other
     amounts due and payable thereunder shall have been paid in full and all
     letters of credit issued and outstanding thereunder shall have been
     terminated, replaced or continued under this Agreement, as applicable and
     (ii) the (A) Revolving Credit Agreement, dated as of July 16, 2003, among
     ITC, various financial institutions and other Persons from time to time
     parties thereto as lenders and Canadian Imperial Bank of Commerce, as
     administrative agent and (B) the $35,000,000 Credit Agreement, dated as of
     December 10, 2003, among METC, the several lenders from time to time
     parties thereto, Comerica Bank, as syndication agent and JPMCB, as
     administrative agent, shall be simultaneously terminated and all loans and
     other amounts due and payable under each agreement shall have been paid in
     full and all letters of credit issued and outstanding thereunder shall have
     been terminated, replaced or continued under the ITC/METC Credit Agreement,
     as applicable.

          (g) LEGAL OPINIONS. The Administrative Agent shall have received in
     form and substance reasonably satisfactory to it the executed legal
     opinions of (i) counsel to the Borrower with respect to the status and
     capacity of the Borrower, the due authorization, execution and delivery of
     this Agreement by the Borrower, the validity, binding effect, legality and
     enforceability of this Agreement, compliance with the Organic Documents of
     the Borrower and with applicable law and such other matters as the Arranger
     may reasonably request in form and substance satisfactory to the Arranger
     and (ii) special Michigan counsel to the Borrower with respect to the
     status and capacity of the Borrower, the due authorization, execution and
     delivery of this Agreement by the Borrower, the validity, binding effect,
     legality and enforceability of this Agreement, compliance with the Organic
     Documents of the Borrower and with applicable law and such other matters as
     the Arranger may reasonably request in form and substance satisfactory to
     the Arranger.

          (h) OPINION OF SPECIAL NEW YORK COUNSEL TO THE ARRANGER. An opinion,
     in form and substance reasonable satisfactory to the Arranger of Milbank,
     Tweed, Hadley & McCloy LLP, special New York counsel to the Arranger (and
     the Arranger hereby instructs such counsel to deliver such opinion to the
     Lenders).

          The obligation of any Lender to make its initial extension of credit
hereunder is also subject to the payment by the Borrower of such fees as the
Borrower shall have agreed to pay to any Lender or the Administrative Agent in
connection herewith.

     6.2 CONDITIONS PRECEDENT TO ALL CREDIT EVENTS.

     The agreement of each Lender to make any Revolving Credit Loan requested to
be made by it on any date (including its initial Revolving Credit Loans) and the
obligation of each Letter of Credit Issuer to issue, extend or increase Letters
of Credit on any date is subject to the satisfaction of the following conditions
precedent:

          (a) NO DEFAULT; REPRESENTATIONS AND WARRANTIES TRUE AND CORRECT. At
     the time of each Credit Event and also after giving effect thereto (i)
     there shall exist no


                                      -44-

<PAGE>

     Default or Event of Default and (ii) all representations and warranties
     made by the Borrower contained herein (other than, except in the case of
     the initial Credit Event, Section 7.14) shall be true and correct in all
     material respects with the same effect as though such representations and
     warranties had been made on and as of the date of such Credit Event (except
     where such representations and warranties expressly relate to an earlier
     date, in which case such representations and warranties shall have been
     true and correct in all material respects as of such earlier date).

          (b) NOTICE OF BORROWING; LETTER OF CREDIT REQUEST. Prior to the making
     of each Revolving Credit Loan, the Administrative Agent shall have received
     a Notice of Borrowing (whether in writing or by telephone) meeting the
     requirements of Section 2.3. Prior to the issuance of each Letter of
     Credit, the Administrative Agent and the Letter of Credit Issuer shall have
     received a Letter of Credit Request meeting the requirements of Section
     3.2(a).

     The acceptance of the benefits of each Credit Event shall constitute a
representation and warranty by the Borrower to each of the Lenders that all the
applicable conditions specified above exist as of that time.

                                    ARTICLE 7
                         REPRESENTATIONS AND WARRANTIES

     In order to induce the Lenders to enter into this Agreement and to make the
Revolving Credit Loans and issue or participate in Letters of Credit as provided
for herein, the Borrower (as to itself and each of its Subsidiaries) makes the
following representations and warranties to, and agreements with, the Lenders,
all of which shall survive the execution and delivery of this Agreement and the
making of the Revolving Credit Loans and the issuance of Letters of Credit.

     7.1 ORGANIZATIONAL STATUS.

     The Borrower is validly organized and existing and in good standing under
the laws of the state or jurisdiction of its incorporation or organization, is
duly qualified to do business and is in good standing as a foreign entity in
each jurisdiction where the nature of its business requires such qualification
(except where the failure to be so qualified could not reasonably be expected to
result in a Material Adverse Effect), and has full power and authority and holds
all requisite governmental licenses, permits and other approvals to enter into
and perform its obligations under this Agreement, to own and hold under lease
its property and to conduct its business substantially as currently conducted by
it.

     7.2 CAPACITY, POWER AND AUTHORITY.

     The Borrower has the capacity, power and authority to execute, deliver and
carry out the terms and provisions of this Agreement and has taken all necessary
action, partnership, corporate or otherwise, to authorize the execution,
delivery and performance of this Agreement. The Borrower has duly executed and
delivered this Agreement and this Agreement constitutes the legal, valid and
binding obligation of the Borrower enforceable in accordance with its terms,
except as the enforceability thereof may be limited by bankruptcy, insolvency or
similar laws affecting creditors' rights generally and subject to general
principles of equity.


                                      -45-

<PAGE>

     7.3 NO VIOLATION.

     Neither the execution, delivery nor performance by the Borrower of this
Agreement nor compliance with the terms and provisions thereof and the other
transactions contemplated therein will (a) contravene any applicable provision
of any material law, statute, rule, regulation, order, writ, injunction or
decree of any court or Governmental Authority, (b) result in any breach of any
of the terms, covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the obligation to create
or impose) any Lien upon any of the property or assets of the Borrower or any of
its Subsidiaries pursuant to, the terms of any material indenture, loan
agreement, lease agreement, mortgage, deed of trust, agreement or other material
instrument to which the Borrower or any of its Subsidiaries is a party or by
which it or any of its property or assets is bound or (c) violate any provision
of the Borrower's Organic Documents.

     7.4 LITIGATION.

     There are no actions, suits or proceedings pending or, to the knowledge of
the Borrower or any Subsidiary (after due internal inquiry), threatened with
respect to the Business, the Borrower or any of its Subsidiaries that could
reasonably be expected to result in a Material Adverse Effect.

     7.5 GOVERNMENTAL APPROVALS.

     No order, consent, approval, license, authorization, or validation of, or
filing, recording or registration with, or exemption by, or notice to, any
Governmental Authority (other than those that have been, or on the Closing Date
will be, obtained and in full force and effect) is required to authorize or is
required in connection with (a) the execution, delivery and performance of this
Agreement and (b) the legality, validity, binding effect or enforceability of
this Agreement.

     7.6 TRUE AND COMPLETE DISCLOSURE.

     To the knowledge of the Borrower, after due inquiry:

          (a) All factual information and data (taken as a whole) heretofore or
     contemporaneously furnished (other than any projections and pro forma
     financial information), by or on behalf of the Borrower or any of its
     Subsidiaries or any of their respective authorized consultants, agents or
     representatives in writing to the Administrative Agent and/or any Lender on
     or before the Closing Date (including all information contained in this
     Agreement) for purposes of or in connection with this Agreement or any
     transaction contemplated herein was true and complete in all material
     respects on the date as of which such information or data is dated or
     certified and did not contain any untrue statement of a material fact or
     omit to state a material fact necessary in order to make the statements
     contained therein, taken as a whole, not materially misleading at such time
     in light of the circumstances under which such statements were made.

          (b) The projections and pro forma financial information contained in
     the information and data referred to in paragraph (a) above were prepared
     in good faith based


                                      -46-

<PAGE>

     upon assumptions believed by such Persons to be reasonable at the time
     made, it being recognized by the Lenders that such projections as to future
     events are not to be viewed as facts and that actual results during the
     period or periods covered by any such projections may differ from the
     projected results.

     7.7 FINANCIAL CONDITION; FINANCIAL STATEMENTS.

     The Borrower has heretofore furnished to the Lenders the consolidated
balance sheet of the Borrower and its Subsidiaries as at the end of the fiscal
years ended December 31, 2005 and December 31, 2006 and the related consolidated
statement of operations for such fiscal years, and the related consolidated
statement of cash flows for such fiscal years. Such financial statements present
fairly in all material respects the consolidated financial position and results
of operations and cash flows of the Borrower and its Subsidiaries as of such
dates and for such periods in accordance with GAAP consistently applied, subject
to year-end audit adjustments and the absence of footnotes.

     7.8 TAX RETURNS AND PAYMENTS.

     Each of the Borrower and its Subsidiaries has filed all material tax
returns, domestic and foreign, required to be filed by it and has paid all
material taxes and assessments payable by it that have become due, other than
those not yet delinquent or contested in good faith. The Borrower and each of
its respective Subsidiaries have paid, or have provided adequate reserves (in
the good faith judgment of the management of the Borrower) in accordance with
GAAP for the payment of, all material income taxes applicable for all prior
fiscal years and for the current fiscal year to the Closing Date.

     7.9 ENVIRONMENTAL MATTERS.

     Except as set forth in Schedule II:

          (a) Other than instances of noncompliance that could not reasonably be
     expected to have a Material Adverse Effect: (i) the Borrower and each of
     its Subsidiaries are in compliance with all Environmental Laws in all
     jurisdictions in which the Borrower and each of its Subsidiaries are
     currently doing business (including having obtained all material permits
     required under Environmental Laws) and (ii) the Borrower will comply and
     cause each of its Subsidiaries to comply with all such Environmental Laws
     (including all permits required under Environmental Laws); and

          (b) Neither the Borrower nor any of its Subsidiaries has treated,
     stored, transported or disposed of Hazardous Materials at or from any
     currently or formerly owned Real Estate or facility relating to its
     business in a manner that could reasonably be expected to have a Material
     Adverse Effect.

     7.10 PROPERTIES.

     The Borrower and each of its Subsidiaries has good title to or a leasehold
or easement interest in all of its properties that are necessary for the
operation of its respective business as currently conducted and as proposed to
be conducted, free and clear in each case of all Liens


                                      -47-

<PAGE>

(other than any Liens permitted by this Agreement) except where the failure to
have such good title could not reasonably be expected to have a Material Adverse
Effect.

     7.11 PENSION AND WELFARE PLANS.

     During the twelve-consecutive-month period prior to the Closing Date and
prior to the date of any Credit Event hereunder, except as could not reasonably
be expected have a Material Adverse Effect, (a) no steps have been taken to
terminate any Pension Plan, (b) no contribution failure has occurred with
respect to any Pension Plan sufficient to give rise to a Lien under Section
302(f) of ERISA, (c) no condition exists or event or transaction has occurred
with respect to any Pension Plan which might result in the incurrence by the
Borrower or any member of the Controlled Group of any liability, fine or penalty
and (d) except as disclosed in Schedule III, neither the Borrower nor any member
of the Controlled Group has any contingent liability with respect to any
post-retirement benefit under a Welfare Plan, other than liability for
continuation coverage described in Part 6 of Title I of ERISA.

     7.12 REGULATIONS U AND X.

     Neither the making of any Revolving Credit Loan hereunder nor the use of
the proceeds thereof will violate the provisions of F.R.S. Board Regulation U or
Regulation X.

     7.13 INVESTMENT COMPANY ACT.

     Neither the Borrower nor any of its Subsidiaries is an "investment company"
within the meaning of the Investment Company Act of 1940, as amended.

     7.14 NO MATERIAL ADVERSE CHANGE.

     There has been no material adverse change in the business, assets,
operations, property or financial condition of the Borrower and its Subsidiaries
taken as a whole since December 31, 2006.

     7.15 DEEMED REPETITION OF REPRESENTATIONS AND WARRANTIES.

     The representations and warranties set out in Sections 7.1 to 7.13
inclusive (and solely in the case of the initial Credit Event, Section 7.14)
will be deemed to be repeated by the Borrower as of the date of each request for
a new Credit Event by the Borrower (including conversions and continuations of
Borrowings) and as of the date on which a Successor Borrower assumes all of the
obligations of the Borrower under the Credit Documents pursuant to Section
9.2(a) (but after giving effect to such assumption) except to the extent that on
or prior to such date (a) the Borrower has advised the Administrative Agent in
writing of a variation in any such representation or warranty, and (b) the
Required Lenders have approved such variation, and except where such
representations and warranties expressly relate to an earlier date, in which
case such representations and warranties shall have been true and correct in all
material respects as of such earlier date.


                                      -48-

<PAGE>

                                    ARTICLE 8
                              AFFIRMATIVE COVENANTS

     The Borrower (on its own behalf and on behalf of each of its Subsidiaries)
hereby covenants and agrees that on the Closing Date and thereafter, for so long
as this Agreement is in effect and until the Revolving Commitment Maturity Date:

     8.1 INFORMATION COVENANTS.

     The Borrower will furnish to each Lender and the Administrative Agent:

          (a) ANNUAL FINANCIAL STATEMENTS. As soon as available and in any event
     on or before the date that is 90 days after the end of each fiscal year of
     the Borrower, the consolidated balance sheet of the Borrower and its
     Subsidiaries as at the end of such fiscal year and the related consolidated
     statement of operations and cash flows for such fiscal year prepared in
     accordance with GAAP, setting forth comparative consolidated figures for
     the preceding fiscal year, and certified by independent chartered
     accountants of recognized national standing whose opinion shall not be
     qualified as to the scope of audit or as to the status of the Borrower or
     any of its Subsidiaries as a going concern, together in any event with a
     certificate of such accounting firm stating that in the course of its
     regular audit of the business of the Borrower and its Subsidiaries, which
     audit was conducted in accordance with generally accepted auditing
     standards, such accounting firm has obtained no knowledge of any Default or
     Event of Default relating to Section 9.3 that has occurred and is
     continuing or, if in the opinion of such accounting firm such a Default or
     Event of Default has occurred and is continuing, a statement as to the
     nature thereof.

          (b) QUARTERLY FINANCIAL STATEMENTS. As soon as available and in any
     event on or before the date that is 45 days after the end of each of the
     first three fiscal quarters in each fiscal year of the Borrower, the
     consolidated balance sheet of the Borrower and its Subsidiaries as at the
     end of such fiscal quarter and the related consolidated statement of
     operations for such fiscal quarter and for the elapsed portion of the
     fiscal year ended with the last day of such fiscal quarter, and the related
     consolidated statement of cash flows for such fiscal quarter and for the
     elapsed portion of the fiscal year ended with the last day of such fiscal
     quarter, and setting forth comparative consolidated figures for the related
     periods in the prior fiscal year or, in the case of such consolidated
     balance sheet, for the last day of the prior fiscal year, and prepared in
     accordance with GAAP, all of which shall be certified by an Authorized
     Officer of the Borrower, subject to changes resulting from audit and normal
     year-end audit adjustments.

          (c) OFFICER'S CERTIFICATES. At the time of the delivery of the
     financial statements provided for in Sections 8.1(a) and (b), a certificate
     of an Authorized Officer of the Borrower in substantially the form of
     Exhibit G (a "COMPLIANCE CERTIFICATE") to the effect that no Default or
     Event of Default exists or, if any Default or Event of Default does exist,
     specifying the nature and extent thereof, which certificate shall be in
     form and detail satisfactory to the Administrative Agent, acting
     reasonably, and setting forth the


                                      -49-

<PAGE>

     calculations required to establish whether the Borrower was in compliance
     with the provisions of Section 9.3 as at the end of such fiscal year or
     period, as the case may be.

          (d) NOTICE OF DEFAULT OR LITIGATION. Promptly after an Authorized
     Officer of the Borrower or any of its Subsidiaries obtains knowledge
     thereof, notice of (i) the occurrence of any event that constitutes a
     Default or Event of Default, which notice shall specify the nature thereof,
     the period of existence thereof and what action the Borrower proposes to
     take with respect thereto and (ii) any litigation or governmental
     proceeding pending or threatened against the Borrower or any of its
     Subsidiaries that could reasonably be expected to result in a Material
     Adverse Effect, together with a certificate of the Chief Financial Officer
     of the Borrower (in detail reasonably satisfactory to the Administrative
     Agent) setting forth the calculations required to establish whether the
     Borrower and its Subsidiaries are in pro forma compliance with Section 9.3
     of this Agreement.

          (e) ENVIRONMENTAL MATTERS. Promptly after an Authorized Officer of the
     Borrower or any of its Subsidiaries obtains knowledge or notice of any one
     or more of the following environmental matters, unless such environmental
     matters would not, individually or when aggregated with all other such
     matters, be reasonably expected to result in a Material Adverse Effect:

               (i) Any pending or threatened Environmental Claim against the
          Borrower or any of its Subsidiaries or any Real Estate (as defined
          below);

               (ii) Any condition or occurrence that (x) results in
          non-compliance by the Borrower or any of its Subsidiaries with any
          applicable Environmental Law or (y) could reasonably be anticipated to
          form the basis of an Environmental Claim against the Borrower or any
          of its Subsidiaries or any Real Estate;

               (iii) Any condition or occurrence on any Real Estate that could
          reasonably be anticipated to cause such Real Estate to be subject to
          any restrictions on the ownership, occupancy, use or transferability
          of such Real Estate under any Environmental Law; and

               (iv) The taking of any removal or remedial action in response to
          the actual or alleged presence of any Hazardous Material on any Real
          Estate.

          All such notices shall describe in reasonable detail the nature of the
     claim, investigation, condition, occurrence or removal or remedial action
     and Borrower's response thereto. The term "REAL ESTATE" shall mean land,
     buildings and improvements owned or leased by the Borrower or any of its
     Subsidiaries, but excluding all operating fixtures and equipment, whether
     or not incorporated into improvements.

          (f) PENSION PLANS. Promptly after an Authorized Officer of the
     Borrower or any of its Subsidiaries obtains knowledge thereof where the
     liability, individually or in the aggregate, could reasonably be expected
     to result in a Material Adverse Effect, notice of and copies of all
     documentation relating to (i) the institution of any steps by any Person to
     terminate any Pension Plan, (ii) the failure to make a required
     contribution to


                                      -50-

<PAGE>

     any Pension Plan if such failure is sufficient to give rise to a Lien under
     Section 302(f) of ERISA, (iii) the taking of any action with respect to a
     Pension Plan which could result in the requirement that the Borrower or any
     of its Subsidiaries furnish a bond or other security to such Pension Plan,
     or (iv) the occurrence of any event with respect to any Pension Plan which
     could result in the incurrence by the Borrower or any of its Subsidiaries
     of any material liability, fine or penalty.

          (g) OTHER INFORMATION. Promptly upon filing thereof, copies of any
     filings or registration statements with, and reports to, any Governmental
     Authority in any relevant jurisdiction by the Borrower or any of its
     Subsidiaries pursuant to applicable securities laws (other than amendments
     to any registration statement (to the extent such registration statement,
     in the form it becomes effective, is delivered to the Lenders), exhibits to
     any registration statement) and copies of all financial statements, proxy
     statements, notices and reports that the Borrower or any of its
     Subsidiaries shall send to the holders of any publicly issued securities of
     the Borrower and/or any of its Subsidiaries in their capacity as such
     holders (in each case to the extent not theretofore delivered to the
     Lenders pursuant to this Agreement) and, with reasonable promptness, such
     other information (financial or otherwise) as the Administrative Agent on
     its own behalf or on behalf of any Lender may reasonably request in writing
     from time to time.

     8.2 BOOKS, RECORD AND INSPECTIONS.

     The Borrower will, and will cause each of its Subsidiaries to, (i) permit
officers and designated representatives of the Administrative Agent or the
Required Lenders to visit and inspect any of the properties or assets of the
Borrower and its Subsidiaries in whomever's possession to the extent that it is
within the Borrower's or such Subsidiary's control to permit such inspection,
and to examine the books of account of the Borrower and any such Subsidiary and
discuss the affairs, finances and accounts of the Borrower and of any such
Subsidiary with, and be advised as to the same by, its and their officers and
independent accountants, and (ii) permit officers and designated representatives
of Lenders to view copies of contracts of the Borrower and its Subsidiaries
(subject to reasonable confidentiality arrangements established by the
Borrower), all at such reasonable times during normal business hours and
intervals and to such reasonable extent as the Administrative Agent, the
Required Lenders or the Lenders, as the case may be, may desire.

     8.3 MAINTENANCE OF INSURANCE.

     The Borrower will, and will cause each of its Subsidiaries to, at all times
maintain in full force and effect, with insurance companies that the Borrower
believes (in the good faith judgment of the management of the Borrower) are
financially sound and responsible at the time the relevant coverage is placed or
renewed, insurance in at least such amounts and against at least such risks (and
with such risk retentions) as are usually insured against in the same general
area by companies engaged in the same or a similar business.


                                      -51-

<PAGE>

     8.4 PAYMENT OF TAXES.

     The Borrower will pay and discharge, and will cause each of its
Subsidiaries to pay and discharge, all material taxes, assessments and
governmental charges or levies imposed upon it or upon its capital, income or
profits, or upon any properties belonging to it, prior to the date on which
material penalties attach thereto, and all lawful material claims that, if
unpaid, could reasonably be expected to become a material Lien upon any
properties of the Borrower or any of its Subsidiaries; provided that neither the
Borrower nor any of its Subsidiaries shall be required to pay any such tax,
assessment, charge, levy or claim that is being contested in good faith and by
proper proceedings if it has maintained adequate reserves (in the good faith
judgment of the management of the Borrower) with respect thereto in accordance
with GAAP.

     8.5 ORGANIZATIONAL EXISTENCE.

     The Borrower will do, and will cause each of its Subsidiaries to do, or
cause to be done, all things necessary to preserve and keep in full force and
effect its existence and its corporate or other organizational rights and
authority, except to the extent that the failure to do so could not reasonably
be expected to have a Material Adverse Effect; provided that Borrower and its
Subsidiaries may consummate any transaction permitted under Section 9.1.

     8.6 COMPLIANCE WITH STATUTES, OBLIGATIONS, ETC.

     The Borrower will, and will cause each of its Subsidiaries to, comply with
all applicable laws, rules, regulations and orders (including Environmental
Laws), except to the extent the failure to do so could not reasonably be
expected to have a Material Adverse Effect.

     8.7 GOOD REPAIR.

     The Borrower will, and will cause each of its Subsidiaries to, ensure that
its properties and equipment used or useful in its business in whomever's
possession they may be to the extent that it is within the Borrower's or its
Subsidiary's control to cause the same, are kept in good repair, working order
and condition, normal wear and tear excepted, and that from time to time there
are made in such properties and equipment all needful and proper repairs,
renewals, replacements, extensions, additions, betterments and improvements
thereto, to the extent and in the manner customary for companies in similar
businesses and consistent with third party leases, except in each case to the
extent the failure to do so could not be reasonably expected to have a Material
Adverse Effect.

     8.8 TRANSACTIONS WITH AFFILIATES.

     The Borrower will conduct, and will cause each of its Subsidiaries to
conduct, all transactions with any of its Affiliates on terms that are
substantially as favorable to the Borrower or such Subsidiary as it would obtain
in a comparable arm's-length transaction with a Person that is not an Affiliate;
provided that the foregoing restrictions shall not apply to (a) transactions in
the ordinary course of business at prices and on terms and conditions not less
favorable to the Borrower or such Subsidiary than could be obtained on an arm's
length basis from unrelated third parties, (b) transactions between and among
the Borrower and its wholly owned Subsidiaries that do not involve any other
Affiliate and (c) transactions permitted by Section 9.2.


                                      -52-

<PAGE>

     8.9 END OF FISCAL YEARS; FISCAL QUARTERS.

     The Borrower will, for financial reporting purposes, cause (a) each of its,
and each of its Subsidiaries', fiscal years to be comprised of twelve calendar
months ending on December 31 of each year and (b) each of its, and each of its
Subsidiaries', fiscal quarters to end on dates consistent with such fiscal
year-end; provided that the Borrower may, upon written notice to the
Administrative Agent, change the financial reporting convention specified above
to any other financial reporting convention reasonably acceptable to the
Administrative Agent, in which case the Borrower and the Administrative Agent
will, and are hereby authorized by the Lenders to, make any adjustments to this
Agreement that are necessary in order to reflect such change in financial
reporting.

     8.10 USE OF PROCEEDS.

     The Borrower will use the Letters of Credit and the proceeds of all the
Revolving Credit Loans only for the purposes set forth in Section 2.1(b).

     8.11 CHANGES IN BUSINESS.

     From the Closing Date, the Borrower and its Subsidiaries taken as a whole
will not fundamentally and substantively alter the character of their business
taken as a whole from the business conducted by the Borrower and its
Subsidiaries taken as a whole on the Closing Date following the consummation of
the Transactions and other business activities incidental or related to any of
the foregoing (the "BUSINESS").

                                    ARTICLE 9
                               NEGATIVE COVENANTS

     The Borrower (on its own behalf and on behalf of each of its Subsidiaries)
hereby covenants and agrees that on the Closing Date and thereafter until the
Revolving Commitment Maturity Date:

     9.1 LIMITATION ON LIENS.

     The Borrower will not, and will not permit any of its Subsidiaries to,
create, incur, assume or suffer to exist any Lien upon any property or assets of
any kind (real or personal, tangible or intangible) of the Borrower or any of
its Subsidiaries, whether now owned or hereafter acquired, except:

          (a) Permitted Liens;

          (b) Liens (i) on assets of ITC (of the same type as constitute
     collateral under the ITC First Mortgage Indenture on the date hereof) to
     secure Indebtedness of ITC under the ITC First Mortgage Indenture, (ii) on
     assets of METC (of the same type as constitute collateral under the METC
     First Mortgage Indenture on the date hereof) to secure Indebtedness of METC
     under the METC First Mortgage Indenture and (iii) on assets of any other
     Subsidiary (of the same type that constitute collateral under the ITC First


                                      -53-

<PAGE>

     Mortgage Indenture and/or the METC First Mortgage Indenture on the date
     hereof) to secure Indebtedness of any Subsidiary under any similar mortgage
     bond indenture;

          (c) Liens existing on the Closing Date and as set out on Schedule IV;

          (d) Liens existing on the assets or Capital Stock of any Person that
     becomes a Subsidiary, or existing on assets acquired; provided that such
     Liens attach at all times only to the same assets that such Liens attached
     to and secure only the same Indebtedness that such Liens secured,
     immediately prior to such acquisition;

          (e) Liens in favor of the Borrower or any Subsidiary;

          (f) Liens in favor of the United States of America or any State
     thereof, or any department, agency or instrumentality or political
     subdivision of the United States of America or any State thereof or
     political entity affiliated therewith, to secure partial, progress, advance
     or other payments, or other obligations, pursuant to any contract or
     statute to secure any Indebtedness incurred for the purpose of financing
     all or any part of the cost of acquiring, constructing or improving
     property subject to such Liens (including Liens incurred in connection with
     pollution control, industrial revenue or similar financings);

          (g) Liens on any property created, assumed or otherwise brought into
     existence in contemplation of the sale or other disposition of the
     underlying property, whether directly or indirectly, by way of share
     disposition or otherwise; provided that 180 days from the creation of such
     Liens the Borrower or the relevant Subsidiary shall have disposed of such
     property and any Indebtedness secured by such Liens shall be without
     recourse to the Borrower or any Subsidiary;

          (h) Rights of other Persons to take minerals, timber, gas, water or
     other products produced by the Borrower or by other Persons on the property
     of the Borrower;

          (i) Liens created by or resulting from any litigation or other
     proceeding which is being contested in good faith by appropriate
     proceedings, including Liens arising out of judgments or awards against the
     Borrower or any Subsidiary with respect to which the Borrower or such
     Subsidiary is in good faith prosecuting an appeal or proceedings for
     review; or Liens that the Borrower or any Subsidiary incurs for the purpose
     of obtaining a stay or discharge in the course of any litigation or other
     proceeding to which the Borrower or such Subsidiary is a party;

          (j) Liens which have been bonded for the full amount in dispute;

          (k) additional Liens so long as the aggregate outstanding principal
     amount of the obligations so secured does not exceed the greater of (x) 10%
     of Net Tangible Assets and (y) 10% of Consolidated Capitalization at any
     time;

          (l) Liens on any property acquired, constructed or improved by the
     Borrower or any Subsidiary after the date hereof which are created or
     assumed contemporaneously with such acquisition, construction or
     improvement, or within 270 days after the


                                      -54-

<PAGE>

     completion thereof, to secure or provide for the payment of all or any part
     of the cost of such acquisition, construction or improvement (including
     related expenditures capitalized for Federal income tax purposes in
     connection therewith) incurred after the date hereof; and

          (m) the replacement, extension or renewal of any Lien permitted by
     clauses (a) through (l) above upon or in the same assets theretofore
     subject to such Lien or the replacement, extension or renewal (without
     increase in the amount or change in any direct or contingent obligor except
     to the extent otherwise permitted hereunder) of the Indebtedness secured
     thereby.

     9.2 LIMITATION ON FUNDAMENTAL CHANGES.

     The Borrower will not enter into any merger or consolidation, or liquidate,
wind up or dissolve itself (or suffer any liquidation or dissolution), or
convey, sell, lease, assign, transfer or otherwise dispose of, all or
substantially all its business units, assets or other properties, except that:

          (a) any Subsidiary of the Borrower or any other Person may be merged
     or consolidated (including by way of liquidation or winding up) with or
     into the Borrower; provided that (i) the Borrower shall be the continuing
     or surviving entity or, so long as after giving effect to such merger or
     consolidation such Person's debt rating shall be in "Category 6" or higher,
     as determined pursuant to the definition of "Applicable Margin", the Person
     formed by or surviving any such merger or consolidation (if other than the
     Borrower) shall be an entity organized or existing under the laws of the
     United States or any State thereof, (the Borrower or such Person, as the
     case may be, being herein referred to as the "SUCCESSOR BORROWER"), (ii)
     the Successor Borrower shall expressly assume all the obligations of the
     Borrower under this Agreement pursuant to a supplement hereto in form and
     substance reasonably satisfactory to the Administrative Agent, (iii) no
     Default or Event of Default is then existing and no Default or Event of
     Default would result from the consummation of such merger or consolidation,
     (iv) the Borrower shall be in compliance, on a pro forma basis after giving
     effect to such merger or consolidation, with the covenant set forth in
     Section 9.4 as such covenant is recomputed as at the last day of the most
     recently ended Test Period under each such Section as if such merger or
     consolidation had occurred on the first day of such Test Period, and (v)
     the Borrower shall have delivered to the Administrative Agent an officer's
     certificate, in form and substance reasonably satisfactory to the
     Administrative Agent, certifying the compliance referred to in clause (iv)
     above and stating that such merger or consolidation and such supplement to
     this Agreement comply with this Agreement and a legal opinion (in form and
     substance reasonably satisfactory to the Administrative Agent) with respect
     to this Agreement to be delivered, if any, pursuant to clause (ii) above;
     provided further that if the foregoing are satisfied, the Successor
     Borrower (if other than the Borrower) will succeed to, and be substituted
     for, the Borrower under this Agreement; and

          (b) the Borrower may enter into any merger or consolidation for the
     purpose of changing its organizational form from a corporation to a limited
     liability company or


                                      -55-

<PAGE>

     from a limited liability company to a corporation; provided that such
     change has no adverse affect on the rights of the Finance Parties.

     9.3 LIMITATION ON DIVIDENDS.

     If any Default or Event of Default then exists or would result therefrom,
the Borrower will not declare or pay any distributions (other than dividends
payable solely in its capital stock) or return any capital to its shareholders
or make any other distribution, payment or delivery of property or cash to its
shareholders as such, or redeem, retire, purchase or otherwise acquire, directly
or indirectly, for consideration, any of its Capital Stock or the Capital Stock
of any direct or indirect shareholder of the Borrower now or hereafter
outstanding (or any warrants for or options or stock appreciation rights in
respect of any of its Capital Stock), or set aside any funds for any of the
foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise
acquire for consideration any Capital Stock of the Borrower, now or hereafter
outstanding (or any options or warrants or stock appreciation rights issued by
such Person with respect to its Capital Stock), provided that the Borrower may
take any of the actions in this Section 9.3 so long as (a) after giving effect
to such action the Borrower's debt rating shall be in "Category 6" or higher, as
determined pursuant to the definition of "Applicable Margin" or (b) the
Revolving Credit Commitment is unused and there are no Letters of Credit
Outstanding.

     9.4 DEBT TO CAPITALIZATION RATIO.

     The Borrower will not permit the Debt to Capitalization Ratio to be greater
than 75% at any time on or after the Closing Date; provided that if the Borrower
notifies the Administrative Agent that it has incurred debt in connection with
the acquisition of assets of Interstate Power and Light Company, a maximum Debt
to Capitalization Ratio of up to 85% will be permitted from the date that such
debt is incurred until the earlier of (i) the date falling 90 days after the
date of the incurrence of such debt and (ii) the issuance of equity in the
Borrower resulting in proceeds in an amount sufficient to result in compliance
with this Section 9.4.

     9.5 LIMITATION ON SALE-LEASE BACK TRANSACTIONS.

     The Borrower will not enter into any sale-leaseback transaction (a "SALE
AND LEASEBACK TRANSACTION") involving any of its property or assets whether now
owned or hereafter acquired, whereby the Borrower sells or otherwise transfers
such property or assets and thereafter leases or subleases such property or
assets or any part thereof or any other property or assets that the Borrower
intends to use for substantially the same purpose or purposes as the property or
assets sold or otherwise transferred unless (a) the Borrower would be entitled
to incur Indebtedness secured by a Lien on such property or assets pursuant to
Section 9.1 or (b) the Attributable Value of all Sale and Leaseback Transactions
entered into pursuant to this Section 9.5 does not exceed $20,000,000. A Sale
and Leaseback Transaction shall not be deemed to result in the creation of a
Lien.


                                      -56-

<PAGE>

                                   ARTICLE 10
                               EVENTS OF DEFAULT

     Each of the following specified events or occurrences described in Sections
10.1 through 10.9 below shall constitute an "EVENT OF DEFAULT":

     10.1 PAYMENTS.

     The Borrower shall (a) default in the payment when due of any principal of
the Revolving Credit Loans or (b) default, and such default shall continue for
five or more days, in the payment when due of any interest on the Revolving
Credit Loans or any Fees or any Unpaid Drawings or of any other amounts owing
hereunder.

     10.2 REPRESENTATIONS, ETC.

     Any representation, warranty or statement made or deemed made by the
Borrower herein or any certificate delivered or required to be delivered
pursuant hereto or thereto shall prove to be untrue in any material respect on
the date as of which made or deemed made (it being understood that, for purposes
of the foregoing, the truth of the representations and warranties set forth in
Section 7.6 shall be determined without reference to the knowledge of the
Borrower).

     10.3 COVENANTS.

     The Borrower shall (a) default in the due performance or observance by it
of any term, covenant or agreement contained in Section 8.1(d), Section 8.11 or
Article 9, or (b) default in the due performance or observance by it of any
term, covenant or agreement (other than those referred to in Section 10.1 or
10.2 or clause (a) of this Section 10.3) contained in this Agreement and such
default shall continue unremedied for a period of at least 30 days after the
receipt of written notice by the Borrower from the Administrative Agent or the
Required Lenders.

     10.4 DEFAULT UNDER OTHER AGREEMENTS.

     (a) The Borrower or any of its Subsidiaries shall (i) default in any
payment with respect to any Indebtedness, in excess of $15,000,000 in the
aggregate, beyond the period of grace, if any, provided in the instrument or
agreement under which such Indebtedness was created or (ii) default in the
observance or performance of any agreement or condition relating to any such
Indebtedness or contained in any instrument or agreement evidencing, securing or
relating thereto beyond the period of grace, if any, provided in the instrument
or agreement under which such Indebtedness was created, or any other event shall
occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or holders of such Indebtedness
(or a trustee or agent on behalf of such holder or holders) to cause, any such
Indebtedness to become due prior to its stated maturity; or

     (b) without limiting the provisions of clause (a) above, any such
Indebtedness shall be declared to be due and payable, or required to be prepaid
other than by a regularly scheduled required prepayment or as a mandatory
prepayment, prior to the stated maturity thereof.


                                      -57-

<PAGE>

     10.5 BANKRUPTCY, ETC.

     The Borrower or any Material Subsidiary shall commence a voluntary case
concerning itself under the Bankruptcy Code as now or hereafter in effect, or
any successor thereto or any similar legislation in any other applicable
jurisdiction (collectively, the "BANKRUPTCY CODE"); or an involuntary case is
commenced against the Borrower or any Material Subsidiary and the petition or
application is not contested within 10 days after commencement of the case; or
an involuntary case is commenced against the Borrower or any Material Subsidiary
and the petition or application is not dismissed within 45 days after
commencement of the case; or a receiver, trustee, liquidator, custodian or
similar official is appointed for, or takes charge of, all or substantially all
of the property of the Borrower or any Material Subsidiary or the Borrower or
any Material Subsidiary commences any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction whether now or hereafter in
effect relating to the Borrower or any Material Subsidiary itself; or there is
commenced against the Borrower or any Material Subsidiary any such proceeding
that remains undismissed for a period of 45 days; or the Borrower or any
Material Subsidiary is adjudicated insolvent or bankrupt; or any order of relief
or other order approving any such case or proceeding is entered; or the Borrower
or any Material Subsidiary makes a general assignment for the benefit of
creditors, files under the Bankruptcy Act or takes a similar action under the
Bankruptcy Act; or any corporate or similar action is taken by the Borrower or
any Material Subsidiary for the purpose of effecting any of the foregoing; or
the Borrower or any Material Subsidiary is unable to pay its debts as they fall
due, or makes a general assignment for the benefit of or a composition with its
creditors generally; or the Borrower or any Material Subsidiary takes any
corporate or similar action or other steps are taken or legal proceedings are
started for its winding-up, dissolution, administration or insolvent
re-organization or for the appointment of a liquidator, administrator or
administrative receiver of it.

     10.6 NON-OWNERSHIP OF MATERIAL SUBSIDIARIES.

     The Borrower on any date is not the direct or (through its Subsidiaries)
indirect owner of 100% of the capital stock of ITC or METC or at least 51% of
the capital stock of any of its other Material Subsidiaries.

     10.7 JUDGMENTS.

     One or more judgments or decrees shall be entered against the Borrower or
any of its Subsidiaries involving a liability of $15,000,000 or more in the
aggregate for all such judgments and decrees for the Borrower and its
Subsidiaries (to the extent not paid or fully covered by insurance provided by a
carrier not disputing coverage) and any such judgments or decrees shall not have
been satisfied, vacated, discharged or stayed or bonded pending appeal within 60
days from the entry thereof.

     10.8 CHANGE OF OWNERSHIP.

     A Change of Ownership shall occur.


                                      -58-

<PAGE>

     10.9 PENSION PLANS.

     Any of the following events shall occur with respect to any Pension Plan:
(a) the institution of any steps by the Borrower or any other Person to
terminate a Pension Plan if, as a result of such termination, the Borrower or
any such member could be required to make a contribution to such Pension Plan,
or could reasonably expect to incur a liability or obligation to such Pension
Plan in respect of such termination; or (b) a contribution failure occurs with
respect to any Pension Plan sufficient to give rise to a Lien under section
302(f) of ERISA, where in each case under clauses (a) or (b) such contribution,
liability, obligation or Lien would reasonably be expected to have a Material
Adverse Effect.

     10.10 REMEDIES.

     Upon the occurrence of any Event of Default described above, and in any
such event, and at any time thereafter, if any Event of Default shall then be
continuing, the Administrative Agent shall, upon the written request of the
Required Lenders, by written notice to the Borrower, take any or all of the
following actions, without prejudice to the rights of the Administrative Agent
to enforce its claims against the Borrower, except as otherwise specifically
provided for in this Agreement (provided that, if an Event of Default specified
in Section 10.5 shall occur with respect to the Borrower, the result that would
occur upon the giving of written notice by the Administrative Agent as specified
in clauses (i), and (ii) below shall occur automatically without the giving of
any such notice): (i) declare the Total Revolving Credit Commitment terminated,
whereupon the Revolving Credit Commitments of each Lender shall forthwith
terminate immediately and any Fees theretofore accrued shall forthwith become
due and payable without any other notice of any kind; (ii) declare the principal
of and any accrued interest in respect of all Revolving Credit Loans and all
obligations owing hereunder to be, whereupon the same shall become, forthwith
due and payable without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower; (iii) terminate any Letter
of Credit that may be terminated in accordance with its terms; (iv) direct the
Borrower to pay (and the Borrower agrees that upon receipt of such notice, or
upon the occurrence of an Event of Default specified in Section 10.5 with
respect to the Borrower, it will pay) to the Administrative Agent at the office
of the Administrative Agent from time to time notified by the Administrative
Agent to the Borrower (but initially the office set forth for the Administrative
Agent in Section 12.2(a)(ii)) such additional amounts of cash, to be held as
security for the Borrower's reimbursement obligations for Drawings that may
subsequently occur thereunder, equal to the aggregate Stated Amount of all
Letters of Credit issued and then outstanding; and/or (v) exercise any other
remedies that may be available under this Agreement or applicable law.

     10.11 REMEDIES CUMULATIVE.

     The rights and remedies of the Administrative Agent and the Lenders under
this Agreement are cumulative and are in addition to and not in substitution for
any rights or remedies provided by law or by equity, and any single or partial
exercise by the Lenders of any right or remedy for a default or breach of any
term, covenant, condition or agreement herein contained shall not be deemed to
be a waiver of or to alter, affect, or prejudice any other right or remedy or
other rights or remedies to which the Lenders may be lawfully entitled for the
same default or breach, and any waiver by the Administrative Agent or the
Lenders of the strict


                                      -59-

<PAGE>

observance, performance or compliance with any term, covenant, condition or
agreement herein contained, and any indulgence granted by the Administrative
Agent or the Lenders shall be deemed not to be a waiver of any subsequent
default. In the event that the Administrative Agent or the Lenders shall have
proceeded to enforce any such right, remedy or power contained herein and such
proceedings shall have been discontinued or abandoned for any reason, by written
agreement between the Lenders and the Borrower, then in each such event the
Borrower and the Lenders shall be restored to their former positions and the
rights, remedies and powers of the Lenders shall continue as if no such
proceedings had been taken.

                                   ARTICLE 11
                            THE ADMINISTRATIVE AGENT

          Each of the Lenders and the Letter of Credit Issuer hereby irrevocably
appoints the Administrative Agent as its agent and authorizes the Administrative
Agent to take such actions on its behalf and to exercise such powers as are
delegated to the Administrative Agent by the terms hereof, together with such
actions and powers as are reasonably incidental thereto.

          The bank serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such bank
and its Affiliates may accept deposits from, lend money to and generally engage
in any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent hereunder.

          The Administrative Agent shall not have any duties or obligations
except those expressly set forth herein. Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing as directed by the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 12.1), and (c) except as expressly set
forth herein, the Administrative Agent shall not have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to the
Borrower or any of its Subsidiaries that is communicated to or obtained by the
bank serving as Administrative Agent or any of its Affiliates in any capacity.
The Administrative Agent shall not be liable for any action taken or not taken
by it with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 12.1) or in the absence of its own gross
negligence or wilful misconduct. The Administrative Agent shall be deemed not to
have knowledge of any Default unless and until written notice thereof is given
to the Administrative Agent by the Borrower or a Lender, and the Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with this
Agreement, (ii) the contents of any certificate, report or other document
delivered hereunder or in connection herewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein, (iv) the validity, enforceability, effectiveness or genuineness of
this Agreement or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article 6


                                      -60-

<PAGE>

or elsewhere herein, other than to confirm receipt of items expressly required
to be delivered to the Administrative Agent.

          The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed
by it to be made by the proper Person, and shall not incur any liability for
relying thereon. The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

          The Administrative Agent may perform any and all its duties and
exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

          Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders, the Letter of Credit Issuer and the
Borrower. Upon any such resignation, the Required Lenders shall have the right,
with the consent of the Borrower (not to be unreasonably withheld), to appoint a
successor. If no successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within 30 days after the retiring
Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may, on behalf of the Lenders and the Letter of Credit
Issuer, appoint a successor Administrative Agent which shall be a bank with an
office in New York, New York, or an Affiliate of any such bank. Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor,
such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. The fees payable by the Borrower to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After the Administrative Agent's
resignation hereunder, the provisions of this Article and Section 12.5 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while it was acting as Administrative
Agent.

          Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance


                                      -61-

<PAGE>

upon the Administrative Agent or any other Lender and based on such documents
and information as it shall from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this
Agreement, any related agreement or any document furnished hereunder or
thereunder.

          Notwithstanding anything herein to the contrary the Sole Bookrunner,
the Sole Lead Arranger and the Co-Syndication Agents named on the cover page of
this Agreement shall not have any duties or liabilities under this Agreement,
except in its capacity, if any, as a Lender.

                                   ARTICLE 12
                                  MISCELLANEOUS

     12.1 AMENDMENTS AND WAIVERS.

     Neither this Agreement, nor any terms hereof or thereof may be amended,
supplemented or modified except in accordance with the provisions of this
Section 12.1. The Required Lenders may from time to time (a) enter into with the
Borrower and Administrative Agent, as applicable, written amendments,
supplements or modifications hereto for the purpose of adding or amending any
provisions to this Agreement or changing in any manner the rights of the Lenders
or of the Borrower hereunder or thereunder, (b) waive, on such terms and
conditions as the Required Lenders or the Administrative Agent, as the case may
be, may specify in such instrument, any of the requirements of this Agreement or
any Default or Event of Default and its consequences; provided that no such
waiver and no such amendment, supplement or modification shall directly (i)
forgive any portion of, or extend or waive the final scheduled maturity date of,
any Revolving Credit Loan, or reduce the stated rate of, forgive any portion of
or extend the date for the payment of any interest or fee payable hereunder
(other than as a result of waiving the applicability of any post-default
increase in interest rates) or extend the final expiration date of any Lender's
Revolving Credit Commitment or extend the final expiration date of any Letter of
Credit beyond the L/C Maturity Date or increase the amount of any of the
Revolving Credit Commitments of any Lender or amend Section 3.2, in each case
without the written consent of each Lender whose Revolving Credit Loan,
interest, fee or Revolving Credit Commitment is changed as set forth above
thereby, or (ii) amend, modify or waive any provision of this Section 12.1 or
reduce the percentages specified in the definitions of the terms "Required
Lenders" or consent to the assignment or transfer by the Borrower of its rights
and obligations under this Agreement (except as permitted pursuant to Section
9.1), in each case without the written consent of each Lender, or (iii) amend,
modify or waive any provision of Article 11 without the written consent of the
then-current Administrative Agent, or (iv) amend, modify or waive any provision
of Article 3 or Section 12.6(a)(ii) (to the extent it relates to the Letter of
Credit Issuer) without the written consent of the Letter of Credit Issuer, or
(v) amend Section 5.2(a) to the extent that it relates to payments for the
ratable account of Lenders without the written consent of each Lender directly
and adversely affected thereby, in each case without the written consent of all
the Lenders except as otherwise specifically provided in this Section 12.1 and
provided further that at any time that no Default or Event of Default has
occurred and is continuing, the Revolving Credit Commitment of any Lender may be
increased for any purpose permitted hereunder, with the consent of such Lender,
the Borrower and the Administrative Agent (which consent, in the case of the
Administrative Agent, shall not be


                                      -62-

<PAGE>

unreasonably withheld) and without the consent of the Required Lenders, as
provided for in this Section 12.1.

     Any such waiver and any such amendment, supplement or modification shall
apply equally to each of the affected Lenders and shall be binding upon the
Borrower, such Lenders, the Administrative Agent and all future holders of the
affected Revolving Credit Loans. In the case of any waiver, the Borrower, the
Lenders and the Administrative Agent shall be restored to their former positions
and rights hereunder, and any Default or Event of Default waived shall be deemed
to be cured and not continuing, it being understood that no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
right consequent thereon.

     12.2 NOTICES.

     (a) NOTICES GENERALLY. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
facsimile transmission) and, unless otherwise expressly provided herein, if
mailed and properly addressed with postage prepaid or if properly addressed and
sent by pre-paid courier service, shall be deemed given when received and, if
transmitted by facsimile, shall be deemed given when the confirmation of
transmission thereof is received by the transmitter, in each case addressed as
follows in the case of the Borrower, the Administrative Agent and as set forth
on Schedule I in the case of each Lender (or as set forth in the Assignment and
Acceptance or New Lender Supplement of any Lender which is an Assignee) or to
such other address as may be hereafter notified by the respective parties
hereto:

     (i)  The Borrower:

          ITC Holdings Corp.
          39500 Orchard Hill Place,
          Suite 200
          Novi, MI 48375

          Attention: Edward Rahill
          Facsimile No.: (248) 374-7129

     (ii) The Administrative Agent:

          JPMorgan Chase Bank, N.A.
          Loan Operations
          10 South Dearborn, 7th Floor
          Chicago, IL 60603
          Attention: Nanette Wilson
          Facsimile No.: (312) 385-7096

          with copy to (except in the case of notices relating to borrowings,
          continuations, conversions and letters of credit):

          JPMorgan Chase Bank, N.A.


                                      -63-
<PAGE>

          227 W. Monroe Street, 28th Floor
          Mail Code IL1-0530
          Chicago, IL 60606-5055
          Attention: Nancy R. Barwig
                     Vice President, Mid-Corporate Power Credit
          Facsimile No.: (312) 541-3376

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders pursuant to Sections 2.3, 2.6, 2.10, 4.2 and 5.1 shall not be
effective until received.

     (b) ELECTRONIC COMMUNICATIONS. The Borrower agrees that the Administrative
Agent may make communications available to the Lenders by posting such
communications on Intralinks or a substantially similar electronic transmission
system (the "Platform"). THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE".
THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS
OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY
KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN
CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE
ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES
(COLLECTIVELY, THE "AGENT PARTIES") HAVE ANY LIABILITY TO THE BORROWER, ANY
LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT
OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES
(WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER'S OR THE
ADMINISTRATIVE AGENT'S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET,
EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL
NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED
PRIMARILY FROM SUCH AGENT PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

     12.3 NO WAIVER; CUMULATIVE REMEDIES.

     No failure to exercise and no delay in exercising, on the part of the
Administrative Agent or any Lender, any right, remedy, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.


                                      -64-

<PAGE>

     12.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

     All representations and warranties made hereunder and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the making of the
Revolving Credit Loans hereunder.

     12.5 PAYMENT OF EXPENSES AND TAXES.

     The Borrower agrees (a) to pay or reimburse the Arranger and the
Administrative Agent for all their reasonable and documented out-of-pocket costs
and expenses incurred in connection with the development, preparation and
execution of, and any amendment, supplement or modification to, this Agreement
and any other documents prepared in connection herewith or therewith, and the
consummation and administration of the transactions contemplated hereby and
thereby (including the syndication of the Revolving Credit Commitments),
including the reasonable fees, disbursements and other charges of one counsel to
the Administrative Agent, (b) to pay or reimburse each Lender and the
Administrative Agent for all its reasonable and documented costs and expenses
incurred in connection with the enforcement or preservation of any rights under,
or "workout" or restructuring of, this Agreement and any such other documents,
including the reasonable fees, disbursements and other charges of counsel to
each Lender and of counsel to the Administrative Agent, (c) to pay, indemnify,
defend and hold harmless each Lender and the Administrative Agent from, any and
all recording and filing fees and any and all liabilities with respect to, or
resulting from any delay in paying, stamp, excise and other similar taxes, if
any, that may be payable or determined to be payable in connection with the
execution and delivery of, or consummation or administration of any of the
transactions contemplated by, or any amendment, supplement or modification of,
or any waiver or consent under or in respect of, this Agreement and any such
other documents, and (d) to pay, indemnify, defend and hold harmless each
Lender, the Arranger and the Administrative Agent and their respective
directors, officers, employees, trustee, agents and Affiliates (collectively,
the "INDEMNITEES") from and against any and all other liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever (including reasonable and
documented fees, disbursements and other charges of counsel incurred in
connection with any investigative, administrative or judicial proceeding
commenced or threatened by any Person, whether or not any such Indemnitee shall
be designated as a party or potential party thereto, and any fees or expenses
incurred by any Indemnitee in enforcing this indemnity), whether direct,
indirect or consequential, whether based on strict liability or negligence, and
whether based on any federal, provincial or foreign laws, statutes, rules,
regulations or guidelines (including Environmental Laws), common law, equity,
contract or otherwise that may be imposed on, incurred by or asserted against
any Indemnitee, in any manner arising out of or relating to (i) this Agreement
and any other agreements or documents contemplated hereby or thereby, the other
transactions contemplated hereby (including the execution, delivery,
enforcement, performance and administration of this Agreement and the breach by
the Borrower of, or default by the Borrower under, any of the provisions of this
Agreement, (ii) the violation of, non-compliance with or liability under, any
Environmental Law applicable to the operations of the Borrower or any of its
Subsidiaries or applicable to any of the Real Estate, or (iii) any Environmental
Claim or any Hazardous Materials relating to or arising from, directly or
indirectly, any past or present activity, operation, land ownership, possession
or control, or practice of, the Borrower or any of its Subsidiaries from time to
time (all the


                                      -65-

<PAGE>

foregoing in this clause (d), collectively, the "INDEMNIFIED LIABILITIES");
provided that the Borrower shall have no obligation hereunder to any Indemnitee
with respect to indemnified liabilities arising from the gross negligence or
willful misconduct of such Indemnitee as determined by a final judgment of a
court of competent jurisdiction of which no appeal (or further appeal) is
available and provided further that the Borrower shall have no obligation
hereunder to any Indemnitee with respect to claims to the extent relating to
disputes among the Lenders, any of the Arranger and/or the Administrative Agent.
The agreements in this Section 12.5 shall survive repayment of the Revolving
Credit Loans and all other amounts payable hereunder.

     Each of the Lenders, the Arranger and the Administrative Agent agree that
any and all of their respective rights under this Agreement and any other
agreements contemplated hereby and thereby, including recourse for any
obligation or claim for any indemnification thereunder, is limited to recourse
to the Borrower and its assets as contemplated hereby, and none of the direct or
indirect limited partners, partners, shareholders, members of the Borrower or
any of their respective employees, directors or officers shall have any
obligations or liability, or be subject to any recourse, in respect of any such
obligations or claims hereunder or thereunder.

     12.6 SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND ASSIGNMENTS.

          (a) ASSIGNMENTS GENERALLY. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby (including any Affiliate of the Letter
of Credit Issuer that issues any Letter of Credit), except that (i) the Borrower
may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment
or transfer by the Borrower without such consent shall be null and void) and
(ii) no Lender may assign or otherwise transfer its rights or obligations
hereunder except in accordance with this Section. Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby
(including any Affiliate of the Letter of Credit Issuer that issues any Letter
of Credit), Participants (to the extent provided in paragraph (c) of this
Section) and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent, the Letter of Credit Issuer and the
Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

          (b) ASSIGNMENTS BY LENDERS.

          (i) Assignments Generally. Subject to the conditions set forth in
paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Revolving Credit Commitment and the Loans at the time owing to
it) with the prior written consent (such consent not to be unreasonably
withheld) of:

          (A) the Borrower, provided that no consent of the Borrower shall be
     required for an assignment to a Lender, an Affiliate of a Lender, an
     Approved Fund or, if an Event of Default has occurred and is continuing,
     any other assignee;


                                      -66-

<PAGE>

          (B) the Administrative Agent; and

          (C) the Letter of Credit Issuer.

          (ii) Certain Conditions to Assignments. Assignments shall be subject
to the following additional conditions:

          (A) except in the case of an assignment to a Lender or an Affiliate of
     a Lender or an assignment of the entire remaining amount of the assigning
     Lender's Revolving Credit Commitment or Revolving Credit Loans, the amount
     of the Revolving Credit Commitment or Revolving Credit Loans of the
     assigning Lender subject to each such assignment (determined as of the date
     the Assignment and Acceptance with respect to such assignment is delivered
     to the Administrative Agent) shall not be less than $5,000,000 unless each
     of the Borrower and the Administrative Agent otherwise consent, provided
     that no such consent of the Borrower shall be required if an Event of
     Default has occurred and is continuing;

          (B) each partial assignment shall be made as an assignment of a
     proportionate part of all the assigning Lender's rights and obligations
     under this Agreement;

          (C) the parties to each assignment shall execute and deliver to the
     Administrative Agent an Assignment and Acceptance, together with a
     processing and recordation fee of $3,500; and

          (D) the assignee, if it shall not be a Lender, shall deliver to the
     Administrative Agent an Administrative Questionnaire.

          (iii) Effectiveness of Assignments. Subject to acceptance and
recording thereof pursuant to paragraph (b)(iv) of this Section, from and after
the effective date specified in each Assignment and Acceptance the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Acceptance, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.10, 2.11, 3.5 and 12.5). Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this Section shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (c) of this Section.

          (iv) Maintenance of Register. The Administrative Agent, acting for
this purpose as an agent of the Borrower, shall maintain at one of its offices a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Revolving Credit
Commitment of, and principal amount of the Revolving Credit Loans and Unpaid
Drawings owing to, each Lender pursuant to the terms


                                      -67-

<PAGE>

hereof from time to time (the "Register"). The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent, the Letter of Credit
Issuer and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower, the Letter of Credit Issuer and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.

          (v) Acceptance of Assignments by Administrative Agent. Upon its
receipt of a duly completed Assignment and Acceptance executed by an assigning
Lender and an assignee, the assignee's completed Administrative Questionnaire
(unless the assignee shall already be a Lender hereunder), the processing and
recordation fee referred to in paragraph (b) of this Section and any written
consent to such assignment required by paragraph (b) of this Section, the
Administrative Agent shall accept such Assignment and Acceptance and record the
information contained therein in the Register; provided that if either the
assigning Lender or the assignee shall have failed to make any payment required
to be made by it pursuant to Section 2.4(b), 3.3 or 3.4, the Administrative
Agent shall have no obligation to accept such Assignment and Acceptance and
record the information therein in the Register unless and until such payment
shall have been made in full, together with all accrued interest thereon. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

          (c) PARTICIPATIONS.

          (i) Participations Generally. Any Lender may, without the consent of
the Borrower, the Administrative Agent or the Letter of Credit Issuer, sell
participations to one or more banks or other entities (a "Participant") in all
or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Revolving Credit Commitment and the Revolving
Credit Loans owing to it); provided that (A) such Lender's obligations under
this Agreement shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (C) the Borrower, the Administrative Agent, the Letter of Credit Issuer and
the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in the third sentence of Section
12.1 that affects such Participant. Subject to paragraph (c)(ii) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 2.10, 2.11 and 3.5 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 12.8 as though it were a Lender.

          (ii) Limitations on Rights of Participants. A Participant shall not be
entitled to receive any greater payment under Section 2.10 or 3.5 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale


                                      -68-

<PAGE>

of the participation to such Participant is made with the Borrower's prior
written consent. Any Participant that is a Non-U.S. Lender shall not be entitled
to the benefits of Section 5.3 unless such Participant complies with Section
5.3(c).

          (d) CERTAIN PLEDGES. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement to
secure obligations of such Lender, including without limitation any pledge or
assignment to secure obligations to a Federal Reserve Bank, and this Section
shall not apply to any such pledge or assignment of a security interest;
provided that no such pledge or assignment of a security interest shall release
a Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.

     12.7 REPLACEMENTS OF LENDERS UNDER CERTAIN CIRCUMSTANCES.

     (a) The Borrower shall be permitted to replace any Lender that (a) requests
reimbursement for amounts owing pursuant to Section 2.10 or 5.3, (b) is affected
in the manner described in Section 2.10(a)(iii) and as a result thereof any of
the actions described in such Section is required to be taken or (c) becomes a
Defaulting Lender, with a replacement bank or other financial institution;
provided that (i) such replacement does not conflict with any Requirement of
Law, (ii) no Event of Default shall have occurred and be continuing at the time
of such replacement, (iii) the replacement bank or institution shall purchase,
at par, all Revolving Credit Loans and other amounts (other than any disputed
amount) pursuant to Section 2.10, 2.11 or 5.3, as the case may be, owing to such
replaced Lender prior to the date of replacement or as a result of such
replacement, (iv) the replacement bank or institution, if not already a Lender,
and the terms and conditions of such replacement, shall be reasonably
satisfactory to the Administrative Agent, (v) the replaced Lender shall be
obligated to make such replacement in accordance with the provisions of Section
12.6 (provided that the Borrower shall be obligated to pay the registration and
processing fee referred to therein) and (vi) any such replacement shall not be
deemed to be a waiver of any rights that the Borrower, the Administrative Agent
or any other Lender shall have against the replaced Lender.

     (b) In the event that S&P or Moody's shall, after the date that any Lender
with a Revolving Credit Commitment becomes a Lender, downgrade the long-term
certificate of deposit rating or long-term senior unsecured debt rating of such
Lender, and the resulting rating shall be below BBB- or Baa3 respectively, then
the Borrower shall have the right, but not the obligation, upon notice to such
Lender and the Administrative Agent, to replace such Lender with an Assignee in
accordance with and subject to the restrictions contained in Section 12.6, and
such Lender hereby agrees to transfer and assign without recourse (in accordance
with and subject to the restrictions contained in Section 12.6) all its
interests, rights and obligations in respect of its Revolving Credit Commitment
under this Agreement to such Assignee; provided that (i) no such assignment
shall conflict with any law, regulation or order of any governmental authority
and (ii) such Assignee shall pay to such Lender in immediately available funds
on the date of such assignment the principal of and interest and fees (if any)
accrued to the date of payment on the Revolving Credit Loans made by such Lender
hereunder and all other amounts accrued for such Lender's account or owed to it
hereunder.


                                      -69-

<PAGE>

     12.8 ADJUSTMENTS; SET-OFF.

     (a) Upon termination of the Total Revolving Credit Commitment and each
Lender's Revolving Credit Commitment, the Administrative Agent shall calculate
each Lender's Revolving Credit Commitment Percentage based on such Lender's
Revolving Credit Exposure at such time. If any Lender's Revolving Credit
Commitment Percentage calculated on such basis is greater than the ratio of such
Lender's Revolving Credit Commitment to the Total Revolving Credit Commitment
(such Lender, a "SELLING LENDER"), then each of the other Lenders' whose
Revolving Credit Commitment Percentage calculated on the basis of Revolving
Credit Exposure is less than such other Lender's Revolving Credit Commitment
Percentage calculated on the basis of its Revolving Credit Commitment (each such
other Lender, a "PURCHASING LENDER") shall purchase for cash from the Selling
Lender, without recourse or representation or warranty (other than as to
ownership and no Liens or claims by any Person), an interest in the Revolving
Credit Exposure of the Selling Lender at par in such amount as would result in a
pro rata participation (based on Revolving Credit Commitments) by each Lender,
in the aggregate Revolving Credit Exposure of all the Lenders. The
Administrative Agent, upon consultation with the applicable Lenders, shall have
the power to settle any documentation required to evidence any such purchase
and, if deemed advisable by the Administrative Agent, to execute any document as
attorney for any Lender in order to complete any such purchase. The Borrower
acknowledges that the foregoing arrangements are to be settled by the Lenders
among themselves, and the Borrower expressly consents to the foregoing
arrangements among the Lenders. The Administrative Agent shall recalculate each
Lender's Revolving Credit Commitment Percentage from time to time after
termination of the Total Revolving Credit Commitment and each Lender's Revolving
Credit Commitment on the basis hereinbefore provided and the Lenders shall
adjust their respective Revolving Credit Commitment Percentages from time to
time in accordance with this Section 12.8(a) as may be required.

     (b) After the occurrence and during the continuance of an Event of Default,
in addition to any rights and remedies of the Lenders provided by law, each
Lender shall have the right, without prior notice to the Borrower, any such
notice being expressly waived by the Borrower to the extent permitted by
applicable law, upon any amount becoming due and payable by the Borrower
hereunder (whether at the stated maturity, by acceleration or otherwise) to
set-off and appropriate and apply against such amount any and all deposits
(general or special, time or demand, provisional or final), in any currency, and
any other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Lender or any branch or agency thereof to or for the
credit or the account of the Borrower. Each Lender agrees promptly to notify the
Borrower and the Administrative Agent after any such set-off and application
made by such Lender, provided that the failure to give such notice shall not
affect the validity of such set-off and application.

     (c) If any Finance Party shall obtain any payment or other recovery
(whether voluntary, involuntary, by application of setoff or otherwise) on
account of any Credit Event (other than pursuant to the terms of Section 2.10,
2.11 or 5.3) in excess of its pro rata share of payments obtained by all Finance
Parties, such Finance Party shall purchase from the other Finance Parties such
participations in Credit Events made by them as shall be necessary to cause such
purchasing Finance Party to share the excess payment or other recovery ratably
(to the


                                      -70-

<PAGE>

extent such other Finance Parties were entitled to receive a portion of such
payment or recovery) with each of them; provided that if all or any portion of
the excess payment or other recovery is thereafter recovered from such
purchasing Finance Party, the purchase shall be rescinded and each Finance Party
which has sold a participation to the purchasing Finance Party shall repay to
the purchasing Finance Party the purchase price to the ratable extent of such
recovery together with an amount equal to such selling Finance Party's ratable
share (according to the proportion of (a) the amount of such selling Finance
Party's required repayment to the purchasing Finance Party to (b) total amount
so recovered from the purchasing Finance Party) of any interest or other amount
paid or payable by the purchasing Finance Party in respect of the total amount
so recovered. The Borrower agrees that any Finance Party purchasing a
participation from another Finance Party pursuant to this Section may, to the
fullest extent permitted by law, exercise all its rights of payment (including
pursuant to clause (b) above) with respect to such participation as fully as if
such Finance Party were the direct creditor of the Borrower in the amount of
such participation. If under any applicable bankruptcy, insolvency or other
similar law any Finance Party receives a secured claim in lieu of a setoff to
which this Section applies, such Finance Party shall, to the extent practicable,
exercise its rights in respect of such secured claim in a manner consistent with
the rights of the Lenders entitled under this Section to share in the benefits
of any recovery on such secured claim.

     12.9 MARSHALLING; PAYMENTS SET ASIDE.

     Neither the Administrative Agent nor any Lender shall be under any
obligation to marshal any assets in favor of the Borrower or any other party or
against or in payment of any or all of the Borrower's obligations hereunder. To
the extent that the Borrower makes a payment or payments to the Administrative
Agent, any Letter of Credit Issuer or Lenders (or to the Administrative Agent
for the benefit of Lenders), or the Administrative Agent, any Letter of Credit
Issuer or Lenders enforce any security interests or exercise their rights of
setoff, and such payment or payments or the proceeds of such enforcement or
setoff or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside and/or required to be repaid to a trustee,
receiver or any other party under any bankruptcy law, any other provincial,
state or federal law, common law or any equitable cause, then, to the extent of
such recovery, the obligation or part thereof originally intended to be
satisfied, and all Liens, rights and remedies therefor or related thereto, shall
be revived and continued in full force and effect as if such payment or payments
had not been made or such enforcement or setoff had not occurred.

     12.10 COUNTERPARTS.

     This Agreement may be executed by one or more of the parties to this
Agreement on any number of separate counterparts (including by facsimile
transmission), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. A set of the copies of this Agreement
signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.

     12.11 SEVERABILITY.

     Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability


                                      -71-

<PAGE>

without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

     12.12 INTEGRATION.

     This Agreement represent the agreement of the Borrower, the Administrative
Agent and the Lenders with respect to the subject matter hereof, and there are
no promises, undertakings, representations or warranties by the Administrative
Agent or any Lender relative to subject matter hereof not expressly set forth or
referred to herein.

     12.13 GOVERNING LAW.

     THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK AND THE LAWS OF THE UNITED STATES APPLICABLE THEREIN
(EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE WHICH MIGHT REFER SUCH
CONSTRUCTION TO THE LAWS OF ANOTHER JURISDICTION).

     12.14 SUBMISSION TO JURISDICTION; WAIVERS.

     The Borrower hereby irrevocably and unconditionally:

          (a) submits for itself and its property in any legal action or
     proceeding relating to this Agreement, or for recognition and enforcement
     of any judgment in respect thereof, to the non-exclusive general
     jurisdiction of the courts of the State of New York;

          (b) consents that any such action or proceeding may be brought in such
     courts and waives any objection that it may now or hereafter have to the
     venue of any such action or proceeding in any such court or that such
     action or proceeding was brought in an inconvenient court and agrees not to
     plead or claim the same;

          (c) agrees that service of process in any such action or proceeding
     may be effected in accordance with the local rules of civil procedure or by
     mailing a copy thereof by registered or certified mail (or any
     substantially similar form of mail), postage prepaid, to the Borrower at
     its address set forth in Section 12.2 or at such other address of which the
     Administrative Agent shall have been notified pursuant thereto;

          (d) agrees that nothing herein shall affect the right to effect
     service of process in any other manner permitted by law or shall limit the
     right to sue in any other jurisdiction; and

          (e) waives, to the maximum extent not prohibited by law, any right it
     may have to claim or recover in any legal action or proceeding referred to
     in this Section 12.14 any special, exemplary, punitive or consequential
     damages.


                                      -72-

<PAGE>

     12.15 ACKNOWLEDGEMENTS.

     The Borrower hereby acknowledges that:

          (a) it has been advised by counsel in the negotiation, execution and
     delivery of this Agreement;

          (b) neither the Administrative Agent nor any Lender (in any capacity)
     has any fiduciary relationship with or duty to the Borrower arising out of
     or in connection with this Agreement, and the relationship between
     Administrative Agent and Lenders, on one hand, and the Borrower, on the
     other hand, in connection herewith or therewith is solely that of debtor
     and creditor; and

          (c) no joint venture is created hereby or otherwise exists by virtue
     of the transactions contemplated hereby among the Lenders or among the
     Borrower and the Lenders.

     12.16 WAIVERS OF JURY TRIAL.

     THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

     12.17 CONFIDENTIALITY.

     The Administrative Agent and each Lender shall hold all non-public
information furnished by or on behalf of the Borrower in connection with such
Lender's evaluation of whether to become a Lender hereunder or obtained by such
Lender or the Administrative Agent pursuant to the requirements of this
Agreement ("CONFIDENTIAL INFORMATION"), in accordance with its customary
procedure for handling confidential information of this nature and (in the case
of a Lender that is a bank) in accordance with safe and sound banking practices
and in any event may make disclosure as required or requested by any
Governmental Authority, representatives thereof or any nationally recognized
rating agency that requires access to information about such Lender's investment
portfolio in connection with ratings issued with respect to such Lender or
pursuant to legal process or to such Lender's or the Administrative Agent's
lawyers, professional advisors or independent auditors or Affiliates; provided
that, unless specifically prohibited by applicable law or court order, each
Lender and the Administrative Agent shall notify the Borrower of any request by
any governmental agency or representative thereof (other than any such request
in connection with an examination of the financial condition or regulatory
compliance of such Lender by such Governmental Authority or in connection with
ratings by such rating agency with respect to such Lender) for disclosure of any
such non-public information prior to disclosure of such information, and
provided further that in no event shall any Lender or the Administrative Agent
be obligated or required to return any materials furnished by the Borrower or
any Subsidiary of the Borrower. Each Lender and the Administrative Agent agrees
that it will not provide to prospective Transferees or to prospective direct or
indirect contractual counterparties in swap agreements to be entered into in
connection with Revolving Credit Loans made hereunder any of the Confidential
Information unless such


                                      -73-

<PAGE>

Person shall have previously executed a Confidentiality Agreement substantially
in the form prescribed from time to time by the Loan Sales and Trading
Association.

     12.18 TREATMENT OF REVOLVING CREDIT LOANS.

     (a) The Borrower does not intend to treat the Revolving Credit Loans and
related transactions as being a "reportable transaction" (within the meaning of
Treasury Regulation Section 1.6011-4). In the event the Borrower determines to
take any action inconsistent with such intention, it will promptly notify the
Administrative Agent thereof.

     (b) The Borrower acknowledges that the Administrative Agent and one or more
of the Lenders may treat its Revolving Credit Loans as part of a transaction
that is subject to Treasury Regulation Section 1.6011-4 or Section 301.6112-1,
and the Administrative Agent and such Lender or Lenders, as applicable, may file
such IRS forms or maintain such lists and other records as they may determine is
required by such Treasury Regulations.

                  [Remainder of page intentionally left blank]


                                      -74-

<PAGE>

     IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Agreement to be duly executed and delivered as of the date first above
written.

                                        ITC HOLDINGS CORP.,
                                        as the Borrower


                                        By: /s/ Edward M. Rahill
                                            ------------------------------------
                                        Name: Edward M. Rahill
                                        Title: Senior Vice President - Finance
                                               and Chief Financial Officer


                                        JPMORGAN CHASE BANK, N.A.
                                        as Administrative Agent and Lender


                                        By: /s/ Nancy R. Barwig
                                            ------------------------------------
                                        Name: Nancy R. Barwig
                                        Title: Vice President

                [Signature page to ITC Holdings Credit Agreement

<PAGE>

                                        LEHMAN BROTHERS BANK, FSB,
                                        as Lender


                                        By: /s/ Janine M. Shugan
                                            ------------------------------------
                                        Name: Janine M. Shugan
                                        Title: Authorized Signatory

                [Signature page to ITC Holdings Credit Agreement]

<PAGE>


                                        THE BANK OF NEW YORK,
                                        as Lender


                                        By: /s/ Richard Fronapfel
                                            ------------------------------------
                                        Name: Richard Fronapfel, Jr.
                                        Title: VP

                [Signature page to ITC Holdings Credit Agreement]

<PAGE>

                                        COMERICA BANK,
                                        as Lender


                                        By: /s/ Blake W. Arnett
                                            ------------------------------------
                                        Name: Blake W. Arnett
                                        Title: Assistant Vice President

                [Signature page to ITC Holdings Credit Agreement]

<PAGE>

                                        CREDIT SUISSE,
                                        CAYMAN ISLANDS BRANCH,
                                        as Lender


                                        By: /s/ Sarah Wu
                                            ------------------------------------
                                        Name: Sarah Wu
                                        Title: Director


                                        By: /s/ Alain Schmid
                                            ------------------------------------
                                        Name: Alain Schmid
                                        Title: Assistant Vice President

                [Signature page to ITC Holdings Credit Agreement]

<PAGE>

                                        BANK OF AMERICA, N.A.,
                                        as Lender


                                        By: /s/ Patrick N. Martin
                                            ------------------------------------
                                        Name: Patrick N. Martin
                                        Title: Vice President

                [Signature page to ITC Holdings Credit Agreement]

<PAGE>

                                        MORGAN STANLEY BANK,
                                        as Lender


                                        By: /s/ Daniel Twengs
                                            ------------------------------------
                                        Name: Daniel Twengs
                                        Title: Authorized Signatory
                                               Morgan Stanley Bank

                [Signature page to ITC Holdings Credit Agreement]
<PAGE>

                                   SCHEDULE I
                                   COMMITMENTS

<TABLE>
<CAPTION>
                                                                     REVOLVING      REVOLVING CREDIT
                                                                       CREDIT          COMMITMENT
LENDER                              ADDRESS FOR NOTICES              COMMITMENT        PERCENTAGE
------                      -----------------------------------   ---------------   ----------------
<S>                         <C>                                   <C>               <C>
JPMorgan Chase Bank, N.A.   JPMorgan Chase Bank, N.A.             $ 23,113,207.55        18.49%
                            Loan Operations
                            10 South Dearborn, 7th Floor
                            Chicago, IL 60603
                            Attention: Nanette Wilson
                            Facsimile No.: (312) 385-7096

                            with copy to (except in the case of
                            notices relating to borrowings,
                            continuations, conversions and
                            letters of credit):

                            JPMorgan Chase Bank, N.A.
                            227 W. Monroe Street, 28th Floor
                            Mail Code IL1-0530
                            Chicago, IL 60606-5055
                            Attention: Nancy R. Barwig
                                       Vice President, Mid-
                                       Corporate Power Credit
                            Facsimile No.: (312) 541-3376
</TABLE>

<PAGE>

<TABLE>
<S>                         <C>                                   <C>               <C>
Comerica Bank               Comerica                              $ 19,811,320.75        15.85%
                            500 Woodward Avenue, 9th Floor,
                            Detroit MI 48226
                            Attention: Stacie McVeigh
                            Facsimile No.: (313) 222-9514

Credit Suisse, Cayman       Credit Suisse, Cayman Islands         $ 19,811,320.75        15.85%
Islands Branch              Branch
                            Eleven Madison Avenue
                            New York NY 10010
                            Attention: Loan Closers
                            Facsimile No.: (212) 538-9120

Lehman Brothers Bank, FSB   Lehman Brothers                       $ 19,811,320.75        15.85%
                            Deal Closing & Servicing
                            Department
                            745 7th Avenue, 16th Floor,
                            New York NY 10019
                            Attention: Theresa Siu
                            Facsimile No.: (212) 220-9606

Bank of America, N.A.       Bank of America, N.A.                 $ 14,150,943.40        11.32%
                            901 Main Street
                            Dallas TX 75202-3714
                            Attention: Jacqueline Archuleta
                            Facsimile No.: (214) 290-8372

The Bank of New York        The Bank of New York                  $ 14,150,943.40        11.32%
                            One Wall Street, 19th Floor,
                            New York NY 10286
                            Attention: Lisa Williams
                            Facsimile No.: (212) 635 7552
</TABLE>

<PAGE>

<TABLE>
<S>                         <C>                                   <C>               <C>
Morgan Stanley Bank         Morgan Stanley Bank                   $ 14,150,943.40        11.32%
                            2500 Lake Blvd, Suite 300 C
                            West Valley City, Utah 84120
                            Attention: Lisa Malone/Kelly
                            Aliperti
                            Facsimile No.: (718) 233-2132
                               Total amount                       $125,000,000.00          100%
</TABLE>

<PAGE>

                                   SCHEDULE II
                              ENVIRONMENTAL MATTERS

                                      NONE

<PAGE>

                                  SCHEDULE III
                           PENSION AND WELFARE MATTERS

                                      NONE
<PAGE>

                                  SCHEDULE IV
                       OUTSTANDING LIENS ON CLOSING DATE

                                      NONE