Execution
      Version


    LOAN
      AGREEMENT

     

    dated
      as
      of September 21, 2007

     

    among

     

    MACQUARIE
      DISTRICT ENERGY, INC.

    as
      Borrower,

     

    THE
      LENDERS (as herein defined)

     

    and

     

    DRESDNER
      BANK AG NEW YORK BRANCH,

    as
      Administrative Agent,

     

    DRESDNER
      BANK AG NEW YORK BRANCH,

    as
      Mandated Lead Arranger,

     

    LASALLE
      BANK NATIONAL ASSOCIATION

    as
      Documentation Agent,

    and

     

    LASALLE
      BANK NATIONAL ASSOCIATION

    as
      Issuing Bank

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      TABLE
        OF CONTENTS

    

    

      
        	 	 	 	
                Page

              
	
                ARTICLE
                  I INTERPRETATION

              	 	
                1

              
	
                Section
                  1.1

              	
                Definitions

              	 	
                1

              
	
                Section
                  1.2

              	
                Terms
                  Generally

              	 	
                27

              
	
                Section
                  1.3

              	
                Accounting
                  Terms

              	 	
                28

              
	
                ARTICLE
                  II THE CREDIT FACILITIES

              	 	
                28

              
	
                Section
                  2.1

              	
                Term
                  Loan Facility

              	 	
                28

              
	
                Section
                  2.2

              	
                Capital
                  Expenditure Loan Facility

              	 	
                29

              
	
                Section
                  2.3

              	
                Revolving
                  Loan Facility

              	 	
                31

              
	
                Section
                  2.4

              	
                Interest

              	 	
                34

              
	
                Section
                  2.5

              	
                Interest
                  Periods

              	 	
                34

              
	
                Section
                  2.6

              	
                Repayment
                  of Loans

              	 	
                35

              
	
                Section
                  2.7

              	
                Use
                  of Proceeds of Loans

              	 	
                35

              
	
                Section
                  2.8

              	
                Termination
                  or Reduction of Commitments

              	 	
                36

              
	
                Section
                  2.9

              	
                Prepayments

              	 	
                37

              
	
                Section
                  2.10

              	
                Fees

              	 	
                40

              
	
                Section
                  2.11

              	
                Evidence
                  of Indebtedness; Notes

              	 	
                41

              
	
                Section
                  2.12

              	
                Payments
                  Generally

              	 	
                41

              
	
                Section
                  2.13

              	
                Sharing
                  of Payments

              	 	
                42

              
	
                Section
                  2.14

              	
                Letters
                  of Credit

              	 	
                42

              
	
                ARTICLE
                  III TAXES AND YIELD PROTECTION

              	 	
                46

              
	
                Section
                  3.1

              	
                Taxes

              	 	
                46

              
	
                Section
                  3.2

              	
                Alternate
                  Rate of Interest

              	 	
                48

              
	
                Section
                  3.3

              	
                Illegality

              	 	
                48

              
	
                Section
                  3.4

              	
                Increased
                  Costs

              	 	
                49

              
	
                Section
                  3.5

              	
                Funding
                  Losses

              	 	
                50

              
	
                Section
                  3.6

              	
                Duty
                  to Mitigate; Replacement of Lenders

              	 	
                50

              
	
                Section
                  3.7

              	
                Survival

              	 	
                51

              
	
                ARTICLE
                  IV CONDITIONS PRECEDENT

              	 	
                51

              
	
                Section
                  4.1

              	
                Conditions
                  Precedent to Initial Borrowing of Term Loan and Capital Expenditure
                  Loans

              	 	
                51

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      TABLE
        OF CONTENTS

      (continued)

    

    

      
        	 	 	 	
                Page

              
	
                Section
                  4.2

              	
                Conditions
                  Precedent to All Loans

              	 	
                56

              
	
                ARTICLE
                  V REPRESENTATIONS AND WARRANTIES

              	 	
                57

              
	
                Section
                  5.1

              	
                Due
                  Incorporation, Qualification, etc

              	 	
                57

              
	
                Section
                  5.2

              	
                Authority

              	 	
                57

              
	
                Section
                  5.3

              	
                Enforceability

              	 	
                57

              
	
                Section
                  5.4

              	
                Non-Contravention

              	 	
                57

              
	
                Section
                  5.5

              	
                Approvals

              	 	
                58

              
	
                Section
                  5.6

              	
                No
                  Violation or Default

              	 	
                59

              
	
                Section
                  5.7

              	
                Litigation

              	 	
                59

              
	
                Section
                  5.8

              	
                Possession
                  Under Leases; Title

              	 	
                59

              
	
                Section
                  5.9

              	
                Financial
                  Statements

              	 	
                59

              
	
                Section
                  5.10

              	
                Creation,
                  Perfection and Priority of Liens

              	 	
                60

              
	
                Section
                  5.11

              	
                Equity
                  Securities

              	 	
                60

              
	
                Section
                  5.12

              	
                Employee
                  Benefit Plans

              	 	
                61

              
	
                Section
                  5.13

              	
                Other
                  Regulations

              	 	
                61

              
	
                Section
                  5.14

              	
                Patent
                  and Other Rights

              	 	
                61

              
	
                Section
                  5.15

              	
                Governmental
                  Charges; Taxes

              	 	
                62

              
	
                Section
                  5.16

              	
                Margin
                  Stock

              	 	
                62

              
	
                Section
                  5.17

              	
                Solvency,
                  etc

              	 	
                63

              
	
                Section
                  5.18

              	
                Labor
                  Matters

              	 	
                63

              
	
                Section
                  5.19

              	
                Material
                  Contracts

              	 	
                63

              
	
                Section
                  5.20

              	
                No
                  Material Adverse Effect

              	 	
                63

              
	
                Section
                  5.21

              	
                Accuracy
                  of Information Furnished

              	 	
                63

              
	
                Section
                  5.22

              	
                Brokerage
                  Commissions

              	 	
                64

              
	
                Section
                  5.23

              	
                Policies
                  of Insurance

              	 	
                64

              
	
                Section
                  5.24

              	
                Priority
                  of Obligations

              	 	
                64

              
	
                Section
                  5.25

              	
                Bank
                  Accounts and Securities Accounts

              	 	
                64

              
	
                Section
                  5.26

              	
                Agreements
                  with Affiliates

              	 	
                64

              
	
                Section
                  5.27

              	
                Existing
                  Indebtedness; Existing Liens

              	 	
                64

              
	
                Section
                  5.28

              	
                US
                  Patriot Act, etc

              	 	
                65

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      TABLE
        OF CONTENTS

      (continued)


    

    
      
        	 	 	 	
                Page

              
	
                Section
                  5.29

              	
                No
                  Other Business

              	 	
                65

              
	
                ARTICLE
                  VI AFFIRMATIVE COVENANTS

              	 	
                65

              
	
                Section
                  6.1

              	
                Financial
                  Statements; Financial Certifications

              	 	
                65

              
	
                Section
                  6.2

              	
                Operating
                  Reports; Other Notices and Reports

              	 	
                66

              
	
                Section
                  6.3

              	
                Books
                  and Records

              	 	
                68

              
	
                Section
                  6.4

              	
                Inspections

              	 	
                68

              
	
                Section
                  6.5

              	
                Insurance

              	 	
                68

              
	
                Section
                  6.6

              	
                Governmental
                  Charges

              	 	
                68

              
	
                Section
                  6.7

              	
                Use
                  of Proceeds

              	 	
                68

              
	
                Section
                  6.8

              	
                General
                  Business Operations

              	 	
                68

              
	
                Section
                  6.9

              	
                Compliance
                  with Legal Requirements and Contractual Obligations

              	 	
                69

              
	
                Section
                  6.10

              	
                Additional
                  Collateral

              	 	
                69

              
	
                Section
                  6.11

              	
                Lender
                  Hedging Agreements

              	 	
                69

              
	
                Section
                  6.12

              	
                Preservation
                  of Security Interests

              	 	
                69

              
	
                Section
                  6.13

              	
                Event
                  of Loss

              	 	
                69

              
	
                Section
                  6.14

              	
                Priority
                  of Obligations

              	 	
                70

              
	
                Section
                  6.15

              	
                New
                  Subsidiaries

              	 	
                70

              
	
                Section
                  6.16

              	
                Remedial
                  Plans; Use Agreement and Lock-Up Event

              	 	
                70

              
	
                Section
                  6.17

              	
                Payment
                  to Lock-Up Account

              	 	
                72

              
	
                Section
                  6.18

              	
                Equity
                  Contribution Proceeds

              	 	
                72

              
	
                Section
                  6.19

              	
                Reduction
                  in Letters of Credit

              	 	
                72

              
	
                Section
                  6.20

              	
                Delivery
                  of Tenant Lender Agreement

              	 	
                73

              
	
                ARTICLE
                  VII NEGATIVE COVENANTS

              	 	
                73

              
	
                Section
                  7.1

              	
                Indebtedness
                  and Guarantee Obligations

              	 	
                73

              
	
                Section
                  7.2

              	
                Liens,
                  Negative Pledges

              	 	
                74

              
	
                Section
                  7.3

              	
                Asset
                  Dispositions

              	 	
                75

              
	
                Section
                  7.4

              	
                Mergers,
                  Acquisitions, etc

              	 	
                75

              
	
                Section
                  7.5

              	
                Investments

              	 	
                76

              
	
                Section
                  7.6

              	
                Distributions

              	 	
                76

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      TABLE
        OF CONTENTS

      (continued)

    

    

      
        	 	 	 	
                Page

              
	
                Section
                  7.7

              	
                Change
                  in Business

              	 	
                78

              
	
                Section
                  7.8

              	
                ERISA

              	 	
                78

              
	
                Section
                  7.9

              	
                Transactions
                  with Affiliates

              	 	
                79

              
	
                Section
                  7.10

              	
                Accounts

              	 	
                79

              
	
                Section
                  7.11

              	
                Accounting
                  Changes

              	 	
                79

              
	
                Section
                  7.12

              	
                Amendments
                  etc

              	 	
                79

              
	
                Section
                  7.13

              	
                Joint
                  Ventures

              	 	
                80

              
	
                Section
                  7.14

              	
                Management
                  Fees

              	 	
                80

              
	
                Section
                  7.15

              	
                Jurisdiction
                  of Formation

              	 	
                80

              
	
                Section
                  7.16

              	
                Foreign
                  Assets Control Regulations

              	 	
                80

              
	
                Section
                  7.17

              	
                Restrictive
                  Agreements

              	 	
                80

              
	
                Section
                  7.18

              	
                Certain
                  Financial Covenants

              	 	
                80

              
	
                ARTICLE
                  VIII EVENTS OF DEFAULT; REMEDIES

              	 	
                81

              
	
                Section
                  8.1

              	
                Events
                  of Default

              	 	
                81

              
	
                Section
                  8.2

              	
                Remedies
                  Upon Event of Default

              	 	
                84

              
	
                ARTICLE
                  IX AGENTS

              	 	
                84

              
	
                Section
                  9.1

              	
                Appointment
                  and Authorization of Agents

              	 	
                84

              
	
                Section
                  9.2

              	
                Delegation
                  of Duties

              	 	
                85

              
	
                Section
                  9.3

              	
                Liability
                  of Agents

              	 	
                85

              
	
                Section
                  9.4

              	
                Reliance
                  by Agents

              	 	
                85

              
	
                Section
                  9.5

              	
                Notice
                  of Default

              	 	
                86

              
	
                Section
                  9.6

              	
                Credit
                  Decision; Disclosure of Information

              	 	
                86

              
	
                Section
                  9.7

              	
                Indemnification
                  of Agents and Issuing Banks

              	 	
                87

              
	
                Section
                  9.8

              	
                Agents
                  in their Individual Capacities

              	 	
                87

              
	
                Section
                  9.9

              	
                Successor
                  Administrative Agent

              	 	
                88

              
	
                Section
                  9.10

              	
                Mandated
                  Lead Arranger

              	 	
                88

              
	
                ARTICLE
                  X MISCELLANEOUS

              	 	
                88

              
	
                Section
                  10.1

              	
                Amendments;
                  Waivers

              	 	
                88

              
	
                Section
                  10.2

              	
                Notices

              	 	
                90

              
	
                Section
                  10.3

              	
                Expenses;
                  Indemnity; Damage Waiver

              	 	
                92

              
	
              	
              	 	
              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      TABLE
        OF CONTENTS

      (continued)

    

    

      
        	 	 	 	
                Page

              
	
                Section
                  10.4

              	
                Successors
                  and Assigns

              	 	
                93

              
	
                Section
                  10.5

              	
                Confidentiality

              	 	
                95

              
	
                Section
                  10.6

              	
                Limitation
                  on Interest

              	 	
                96

              
	
                Section
                  10.7

              	
                Right
                  of Setoff

              	 	
                96

              
	
                Section
                  10.8

              	
                Nonliability
                  of Lenders

              	 	
                97

              
	
                Section
                  10.9

              	
                Integration

              	 	
                97

              
	
                Section
                  10.10

              	
                Governing
                  Law

              	 	
                97

              
	
                Section
                  10.11

              	
                Submission
                  To Jurisdiction; WAIVER OF JURY TRIAL

              	 	
                98

              
	
                Section
                  10.12

              	
                Severability

              	 	
                98

              
	
                Section
                  10.13

              	
                Headings

              	 	
                99

              
	
                Section
                  10.14

              	
                Counterparts

              	 	
                99

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      TABLE
        OF CONTENTS

      (continued)

    

    

      
        	 	 	 	
                Page

              
	
                SCHEDULES:

              	 	 	 
	
                Schedule
                  1.1

              	
                Existing
                  Letters of Credit

              	 	 
	
                Schedule
                  2.1

              	
                Commitments
                  and Pro Rata Shares

              	 	 
	
                Schedule
                  5.5

              	
                Approvals

              	 	 
	
                Schedule
                  5.7

              	
                Litigation
                  and Proceedings

              	 	 
	
                Schedule
                  5.8

              	
                Leases

              	 	 
	
                Schedule
                  5.11

              	
                Organizational
                  Chart

              	 	 
	
                Schedule
                  5.12

              	
                Employee
                  Benefit Plans

              	 	 
	
                Schedule
                  5.14

              	
                Intellectual
                  Property

              	 	 
	
                Schedule
                  5.19

              	
                Material
                  Contracts

              	 	 
	
                Schedule
                  5.23

              	
                Policies
                  of Insurance

              	 	 
	
                Schedule
                  5.25

              	
                Bank
                  Accounts and Securities Accounts

              	 	 
	
                Schedule
                  5.26

              	
                Agreements
                  with Affiliates

              	 	 
	
                Schedule
                  5.27(a)

              	
                Existing
                  Indebtedness

              	 	 
	
                Schedule
                  5.27(b)

              	
                Existing
                  Liens

              	 	 
	
                Schedule
                  6.11

              	
                Interest
                  Rate Hedge Protocol

              	 	 
	
                Schedule
                  7.8

              	
                ERISA
                  Exceptions

              	 	 
	 	 	 	 
	
                EXHIBITS:

              	 	 	 
	
                EXHIBIT
                  A

              	
                Forms
                  of Borrowing Requests

              	 	 
	
                EXHIBIT
                  B

              	
                Form
                  of Note

              	 	 
	
                EXHIBIT
                  C

              	
                Notice
                  of Revolving Loan Conversion

              	 	 
	
                EXHIBIT
                  D

              	
                Form
                  of Compliance Certificate

              	 	 
	
                EXHIBIT
                  E

              	
                Form
                  of Control Agreement

              	 	 
	
                EXHIBIT
                  F

              	
                Form
                  of Parent Pledge Agreement

              	 	 
	
                EXHIBIT
                  G

              	
                Form
                  of Borrower Security Agreement

              	 	 
	
                EXHIBIT
                  H

              	
                Form
                  of Subsidiary Guaranty and Security Agreement

              	 	 
	
                EXHIBIT
                  I

              	
                Form
                  of Assignment and Assumption

              	 	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    LOAN
      AGREEMENT (this “Agreement”),
      dated
      as of September 21, 2007 among MACQUARIE DISTRICT ENERGY, INC., a Delaware
      corporation (“MDE”
or
      the
“Borrower”);
      the
      Lenders from time to time parties hereto (the “Lenders”);
      and
      DRESDNER BANK AG NEW YORK BRANCH, as Administrative Agent for the Lenders (in
      such capacity, the “Administrative
      Agent”)
      and
      LASALLE BANK NATIONAL ASSOCIATION, as Issuing Bank.

     

    RECITALS

     

    (A) The
      Borrower through various subsidiaries provides cold and hot water (for chilling
      and heating purposes) and back-up electricity generation to various
      clients.

     

    (B) The
      Borrower has certain Existing Debt (as defined below) and has requested that
      the
      Lenders provide financing under this Agreement to (i) refinance the Existing
      Debt and pay for certain fees and expenses in connection with the closing of
      the
      Loans through a term loan facility, (ii) provide a revolving credit facility
      and
      letters of credit issued for the account of the Borrower and (iii) provide
      a
      capital expenditure facility, in each case, as set forth more fully
      herein.

     

    (C) The
      Lenders are willing to provide such financing to the Borrower subject to and
      upon the terms and conditions set forth herein.

     

    The
      parties hereto agree as follows:

     

    ARTICLE
      I

    INTERPRETATION

     

    Section
      1.1 Definitions.
      Unless
      otherwise indicated in this Agreement or any other Loan Document, each term
      set
      forth below, when used in this Agreement or any other Loan Document, shall
      have
      the respective meaning given to that term below:

     

    “Additional
      Security Document”
means
      each document, agreement and instrument delivered to the Collateral Agent or
      any
      Lender in connection with any Collateral or to secure the Obligations in
      accordance with Section 6.10.

     

    “Administrative
      Agent”
means
      Dresdner Bank AG New York Branch, in its capacity as administrative agent for
      the Lenders under the Loan Documents, and any successor administrative agent
      appointed pursuant to the terms of this Agreement.

     

    “Administrative
      Questionnaire”
means
      an Administrative Questionnaire in a form supplied by the Administrative
      Agent.

     

    “Affiliate”
of
      a
      particular Person means, at any time, (a) any other Person directly or
      indirectly Controlling, Controlled by, or under common Control with, such Person
      or (b) any Person beneficially owning or holding, directly or indirectly, 10%
      or
      more of any class of securities having ordinary voting power for the election
      of
      directors or other members of the governing body of a corporation or other
      Person, or 10% or more of any partnership or other ownership interests of any
      other Person. Under no circumstances shall the Administrative Agent or the
      Collateral Agent be considered to be an Affiliate of any Person solely because
      any Loan Document contemplates that any of them may request or act at the
      instruction of any such Person or such Person’s Affiliate.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Agents”
means
      each of the Administrative Agent and the Collateral Agent.

     

    “Aladdin
      Contract Event”
means
      termination (by its terms or by default) or non-renewal of, or reduction in
      the
      payment terms by amendment, court order or operation of law under, the Energy
      Service Agreement dated September 24, 1998, as amended and amended and
      restated, between Aladdin Gaming LLC and Northwind Aladdin and Energy Service
      Agreement dated September 24, 1998, as amended and amended and restated,
      between Aladdin Bazaar LLC and Northwind Aladdin and any agreements executed
      in
      substitution thereof.

     

    “Alternate
      Base Rate”
means,
      for any day, a rate per annum equal to the greater of (a) the Prime Rate in
      effect on such day, and (b) the Federal Funds Rate in effect on such day plus
1⁄2
of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate
      or the Federal Funds Rate shall be effective from and including the effective
      date of such change in the Prime Rate or the Federal Funds Rate,
      respectively.

     

    “Alternate
      Base Rate Loan”
means
      any Loan which bears interest at the Alternate Base Rate.

     

    “Applicable
      Margin”
means,
      for each day, 0.90% per annum.

     

    “Applicable
      Project”
means
      any project of any Loan Party for which the Borrower has requested a Letter
      of
      Credit to be issued pursuant to Section
      2.14
      to
      support such Loan Party’s payment obligations with respect to the payment of
      Capital Expenditures for such project. 

     

    “Assignment
      and Assumption”
means
      an Assignment and Assumption in the form of Exhibit I
      or any
      other form approved by the Administrative Agent.

     

    “Available
      Capital Expenditure Loan Commitment”
means,
      as to any Capital Expenditure Loan Lender, at any time, an amount equal to
      the
      excess, if any, of (a) the amount of such Lender’s aggregate Capital
      Expenditure Loan Commitment, minus
      (b) the aggregate principal amount of all Capital Expenditure Loans made by
      such Lender prior to such time, minus
      (c) any portion of the Capital Expenditure Loan Commitment of such Lender
      terminated pursuant to Section 2.8.

     

    “Available
      Commitment”
means,
      as to a Lender, at any time, an amount equal to its Available Term Loan
      Commitment and/or Available Capital Expenditure Loan Commitment and/or Available
      Revolving Loan Commitment.

     

    “Available
      Revolving Loan Commitment”
means,
      as to any Revolving Loan Lender, at any time, an amount equal to the excess,
      if
      any, of (a) the amount of such Revolving Loan Lender’s Revolving Loan
      Commitment, minus
      (b) the aggregate principal amount of all outstanding Revolving Loans of
      such Revolving Loan Lender, minus
      (c) the
      Pro Rata Share of the aggregate principal amount of all outstanding Letters
      of
      Credit, minus
      (d) any portion of the such Revolving Loan Lender’s Revolving Loan
      Commitment terminated pursuant to Section 2.8.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Available
      Term Loan Commitment”
means,
      as to any Term Loan Lender, at any time, an amount equal to the excess, if
      any,
      of (a) the amount of such Lender’s aggregate Term Loan Commitment,
minus
      (b) the aggregate principal amount of all Term Loans made by such Lender
      prior to such time, minus
      (c) any portion of the Term Loan Commitment of such Lender terminated
      pursuant to Section 2.8.

     

    “Bankruptcy
      Proceeding”
means
      (a) any voluntary or involuntary case or proceeding under title 11 of
      the United States Code (11 U.S.C. 101 et seq.),
      as
      amended from time to time and any successor statute, (b) any other
      voluntary or involuntary insolvency, reorganization, bankruptcy, receivership,
      liquidation, reorganization, moratorium or other similar case or proceeding,
      (c) any liquidation, dissolution, or winding up of the Borrower or its
      Subsidiaries, or (d) any assignment for the benefit of
      creditors.

     

    “Base
      Case Projections”
means
      the initial projections prepared by the Borrower prior to the signing of this
      Agreement, and audited by the Model Auditor and delivered to the Administrative
      Agent pursuant to Section 4.1(k)
      or such
      other projections as the Borrower shall agree with the Administrative
      Agent.

     

    “Base
      Rate”
means,
      for any day, a rate per annum equal to the greater of (a) the Prime Rate in
      effect on such day, and (b) the Federal Funds Rate in effect on such day plus
1⁄2
of 1%. Any change in the Base Rate due to a change in the Prime Rate or the
      Federal Funds Rate shall be effective from and including the effective date
      of
      such change in the Prime Rate or the Federal Funds Rate,
      respectively.

     

    “Base
      Rate Loan”
means
      any Capital Expenditure Loan or Revolving Loan with respect to which the
      applicable rate of interest is based upon the Base Rate.

     

    “Borrower”
has
      the
      meaning specified in the preamble to this Agreement.

     

    “Borrower
      Security Agreement”
means
      the Guaranty and Security Agreement, dated as of the date hereof, between the
      Borrower and the Collateral Agent, substantially in the form of Exhibit G
      hereto.

     

    “Borrowing
      Request”
means
      a
      Term Loan Borrowing Request, Capital Expenditure Borrowing Request, a Revolving
      Loan Borrowing Request or Letter of Credit Borrowing Request.

     

    “Business
      Day”
means
      any day that is not a Saturday, Sunday or other day on which commercial banks
      in
      London or New York are authorized or required by law to remain closed;
provided
      that,
      when used in connection with a LIBOR Loan, the term “Business Day” shall also
      exclude any day on which banks are not open for dealings in Dollar deposits
      in
      the London interbank market.

     

    “Business
      Plan”
means
      a
      schedule setting forth the projected Capital Expenditure budget and a
      comprehensive business plan consisting of a budget with projected balance sheet,
      income statement and statement of cash flows, along with a management narrative
      stating the assumptions underlying such projected statements, for a period
      of at
      least twelve (12) months commencing on the first day of the fiscal year
      following the date such items are required to be delivered pursuant to
Section
      6.2(b).

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

     

    “Calculation
      Test Date”
has
      the
      meaning set forth in Section 7.6(c)(i).

     

    “Capital
      Expenditure”
means
      any investment (whether paid in cash or accrued as a liability) in Property
      constituting capital assets and not accounted for as an expense.

     

    “Capital
      Expenditure Loan”
has
      the
      meaning set forth in Section 2.2(a).

     

    “Capital
      Expenditure Loan Borrowing”
means
      a
      borrowing pursuant to this Agreement that consists of one or more Capital
      Expenditure Loans made simultaneously by the Capital Expenditure Loan
      Lenders.

     

    “Capital
      Expenditure Loan Borrowing Request”
means
      a
      request by the Borrower for a Capital Expenditure Loan in accordance with
Section 2.2(b).

     

    “Capital
      Expenditure Loan Commitment”
means,
      with respect to each Capital Expenditure Loan Lender, the commitment of such
      Capital Expenditure Loan Lender to make Capital Expenditure Loans to the
      Borrower pursuant to Section 2.2,
      in an
      aggregate principal amount at any one time outstanding not to exceed the amount
      set forth opposite such Capital Expenditure Loan Lender’s name on Schedule 2.1.
      under
      the heading “Commitment” or in the Assignment and Assumption pursuant to which
      such Capital Expenditure Loan Lender becomes a party hereto, as applicable,
      as
      such amount may be adjusted from time to time in accordance with this
      Agreement.

     

    “Capital
      Expenditure Loan Commitment Period”
means,
      with respect to the Capital Expenditure Loan Commitments, the period from and
      including the Effective Date to the earliest to occur of (a) the Capital
      Expenditure Loan Commitment Termination Date, (b) the date on which the
      Available Capital Expenditure Loan Commitments are reduced to zero, and
      (c) any date of termination of all of the Capital Expenditure Loan
      Commitments.

     

    “Capital
      Expenditure Loan Commitment Termination Date”
means
      the earliest of (a) Final Effectiveness Date and (b) the date that is
      one (1) month prior to the Maturity Date with respect to the Capital
      Expenditure Loans.

     

    “Capital
      Expenditure Loan Lenders”
means
      (a) on the date hereof, the holders of Capital Expenditure Loan Commitments
      as set forth on Schedule 2.1,
      and
      (b) thereafter, the Lenders from time to time holding Capital Expenditure
      Loan Commitments after giving effect to any assignments permitted by
Section 10.4.

     

    “Capital
      Lease”
means
      any lease which in accordance with GAAP is required to be capitalized on the
      balance sheet of the Borrower or its Subsidiaries, and the amount of these
      obligations shall be the amount so capitalized.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Cash
      Available for Distribution”
means,
      as of the last day of each fiscal quarter of the Borrower, Excess Cash Flow
      plus
      Capital
      Expenditures for such fiscal quarter funded by a Capital Expenditure Loan
      Borrowing for Maintenance Capital Expenditures, each as of such
      date.

     

    “Cash
      Equivalents”
      means:

     

    (a) Direct
      obligations of, or obligations the principal and interest on which are
      unconditionally guaranteed by, the United States of America or obligations
      of
      any agency of the United States of America to the extent such obligations are
      backed by the full faith and credit of the United States of America, in each
      case maturing within one year from the date of acquisition thereof;

     

    (b) Certificates
      of deposit maturing within one year from the date of acquisition thereof issued
      by a commercial bank or trust company organized under the laws of the United
      States of America or a state thereof or that is a Lender; provided
      that
      (i) such deposits are denominated in Dollars, (ii) such bank or trust
      company has capital, surplus and undivided profits of not less than $500,000,000
      and (iii) such bank or trust company has certificates of deposit or other
      debt obligations rated at least A-1 (or its equivalent) by Standard &
Poor’s
      or P-1
      (or its equivalent) by Moody’s;

     

    (c) Open
      market commercial paper maturing within 270 days from the date of acquisition
      thereof issued by a corporation organized under the laws of the United States
      of
      America or a state thereof, provided such commercial paper is rated at least
      A-1
      (or its equivalent) by Standard & Poor’s
      or P-1
      (or its equivalent) by Moody’s;
      and

     

    (d) Any
      repurchase agreement entered into with a commercial bank or trust company
      organized under the laws of the United States of America or a state thereof
      or
      that is a Lender; provided
      that
      (i) such bank or trust company has capital, surplus and undivided profits
      of not less than $500,000,000, (ii) such bank or trust company has
      certificates of deposit or other debt obligations rated at least A-1 (or its
      equivalent) by Standard & Poor’s
      or P-1
      (or its equivalent) by Moody’s,
      (iii) the repurchase obligations of such bank or trust company under such
      repurchase agreement are fully secured by a perfected security interest in
      a
      security or instrument of the type described in clause (a),
      (b)
      or (c)
      above
      and (iv) such security or instrument so securing the repurchase obligations
      has a fair market value at the time such repurchase agreement is entered into
      of
      not less than 100% of such repurchase obligations.

     

    “Cash
      Sweep Date”
means
      any Calculation Date which is the last day of any period in respect of which
      a
      Lock-Up Event has been continuing for three (3) or more consecutive
      Calculation Dates (including such Calculation Date).

     

    “Change
      in Control”
means
      the failure of Macquarie or any fund or other entity that is a direct or
      indirect Subsidiary of (or managed by a Subsidiary of) Macquarie or any direct
      or indirect Subsidiary of any of the foregoing to (a) own at least 50%,
      directly or indirectly, of the Equity Securities of the Borrower, or
      (b) hold the power, directly or indirectly, to direct or cause the
      direction of the management and policies of the Borrower, whether through
      ownership of voting securities, by contract, management agreement, or common
      directors, officers or trustees or otherwise.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “Change
      in Law”
means
      (a) the adoption of any law, rule or regulation after the date of this
      Agreement, (b) any change in any law, rule or regulation or in the
      interpretation or application thereof by any Governmental Authority after the
      date of this Agreement or (c) compliance by any Lender (or, for purposes of
      Section 3.4(b),
      by any
      lending office of such Lender or by such Lender’s holding company, or such
      Issuing Bank or such Issuing Bank’s holding company, if any in either case) with
      any request, guideline or directive (whether or not having the force of law)
      of
      any Governmental Authority made or issued after the date of this
      Agreement.

     

    “Chicago
      District Cooling Project”
means
      the Borrower’s district energy facilities servicing the central business
      district of the City of Chicago and Chicago Midway Airport.

     

    “Claim”
has
      the
      meaning set forth in Section 10.3(c).

     

    “Clean-Up
      Period”
means
      a
      period of fifteen (15) consecutive days commencing on December 1 and on each
      anniversary thereof.

     

    “Collateral”
means
      all Property of the Loan Parties now owned or hereafter acquired, except for
      those assets that, in the Administrative Agent’s reasonable opinion, have a
      value that is insignificant in relation to the cost of perfection.

     

    “Collateral
      Agent”
means
      Dresdner Bank AG New York Branch, its successors and assigns, in its capacity
      as
      collateral agent under the Security Documents.

     

    “Commitment”
means,
      with respect to each Lender, the sum of such Lender’s Term Loan Commitment,
      Capital Expenditure Loan Commitment and Revolving Loan Commitment.

     

    “Commitment
      Period”
means,
      (i) with respect to the Term Loan Commitments, the Term Loan Commitment
      Period; (ii) with respect to the Capital Expenditure Loan Commitments, the
      Capital Expenditure Loan Commitment Period; and (iii) with respect to the
      Revolving Loan Commitment, the Revolving Loan Commitment Period.

     

    “Compliance
      Certificate”
has
      the
      meaning set forth in Section 6.1(c).

     

    “Computer
      Model”
means
      the computer model delivered to the Administrative Agent pursuant to
Section 4.1(k)
      used to
      produce the Base Case Projections or such other computer model as the Borrower
      shall agree with the Administrative Agent..

     

    “Consents”
means
      the consents required pursuant to Section 4.1(f)(iv).

     

    “Consolidated
      Financial Statements”
means,
      with respect to any accounting period for any Person, a balance sheet of such
      Person and its Subsidiaries as of the end of such period, and statements of
      income, retained earnings, shareholders’ equity or partners’ capital and cash
      flows of such Person and its Subsidiaries for such period, setting forth in
      each
      case in comparative form figures as of the last day of, and for, the
      corresponding period in the preceding fiscal year, if such period is less than
      a
      full fiscal year or, corresponding figures as of the last day of, and for,
      the
      preceding fiscal year, all prepared in reasonable detail and on a consolidated
      basis in accordance with GAAP consistently applied.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “Contingent
      Obligation”
means,
      with respect to any Person, any direct or indirect obligation or liability,
      contingent or otherwise, of that Person (a) in respect of any surety instrument
      issued for the account of that Person or as to which that Person is otherwise
      liable for reimbursement of drawings or payments, (b) as a partner or joint
      venturer in any partnership or joint venture, (c) to purchase any materials,
      supplies or other Property from, or to obtain the services of, another Person
      if
      the relevant contract or other related document or obligation requires that
      payment for such materials, supplies or other Property, or for such services,
      shall be made regardless of whether delivery of such materials, supplies or
      other Property is ever made or tendered, or such services are ever performed
      or
      tendered, or (d) in respect to any Hedging Agreement that is not entered into
      in
      connection with a bona fide hedging operation that provides offsetting benefits
      to such Person; provided however,
      that
      such obligations or liabilities shall be included as a “Contingent Obligation”
only to the extent such obligation or liability has been reduced to a monetary
      amount, claim or judgment.

     

    “Contractual
      Obligation”
of
      any
      Person means, any indenture, note, lease, loan agreement, security, deed of
      trust, mortgage, security agreement, guaranty, instrument, contract, agreement
      or other form of contractual obligation or undertaking to which such Person
      is a
      party or by which such Person or any of its Property is bound.

     

    “Control”
means
      the possession, directly or indirectly, of the power to direct or cause the
      direction of management or policies of a Person, whether through the ability
      to
      exercise voting power, by contract or otherwise. The terms “Controlling”
      “Controlled
      by”
and
      “under
      common Control
      with”
have
      meanings correlative to the foregoing.

     

    “Control
      Agreement”
means,
      with respect to any deposit account or securities account, an agreement
      effective to perfect the security interest of the Collateral Agent in such
      account by “control” (within the meaning of the applicable Uniform Commercial
      Code), having terms and provisions satisfactory to the Administrative Agent,
      among the Borrower or its Subsidiaries, the Collateral Agent and the bank or
      securities intermediary at which such account is maintained. A form of such
      an
      agreement satisfactory to the Administrative Agent is attached as Exhibit
      E.

     

    “Default”
means
      any event or occurrence, which, with the passage of time or the giving of notice
      or both, would become an Event of Default.

     

    “Default
      Rate”
means
      (a) in the case of past due principal of any Loan, the interest rate
      otherwise applicable to such Loan hereunder plus 2.0% per annum or (b) in
      the case of any other past due amount, the Alternate Base Rate plus the
      Applicable Margin plus 2.0% per annum.

     

    “Disbursement
      Date”
means
      the Effective Date or any other date upon which a disbursement of Loans is
      made
      upon the satisfaction of the applicable conditions set forth in Article IV.

     

    “Distributions”
means
      (in cash, Property or obligations), (a) dividends on, or other payments or
      distributions on account of, or the setting apart of money for a sinking or
      other analogous fund for, or the purchase, redemption, retirement or other
      acquisition of, any shares of any class of stock of the Borrower or its
      Subsidiaries or of any warrants, options or other rights to acquire the same
      (or
      to make any payments to any Person, such as “phantom stock” payments, where the
      amount is calculated with reference to the fair market or equity value of the
      Borrower or its Subsidiaries); (b) any repayments of shareholder or Affiliate
      subordinated debt; or (c) any payment of any management fees (including, the
      type set forth in Section 7.14),
      services fee or other fee arrangement with an Affiliate.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    “District
      Cooling Projects”
means
      the Chicago District Cooling Project and the Las Vegas District Cooling
      Project.

     

    “Dollars”
or
      the
      sign “$”
means
      United States dollars or other lawful currency of the United
      States.

     

    “EBITDA”
means,
      for any period, of the Borrower and its Subsidiaries, consolidated Net Income
      of
      the Borrower and its Subsidiaries for such period adjusted to exclude (to the
      extent not already excluded):

     

    (a) income
      tax expense for such period;

     

    (b) Mandatory
      Debt Service for such period;

     

    (c) deductions
      or contributions in respect of non-recurring items for such period;

     

    (d) all
      amounts attributable to amortization of goodwill, any intangible assets and
      any
      acquisitions costs for such period;

     

    (e) the
      extent of any net profits or losses for such period of any Subsidiary or
      Affiliate which have been consolidated within consolidated profit during that
      period but are attributable to minority equity interests;

     

    (f) any
      depreciation or amortization of fixed assets for such period; and

     

    (g) any
      deduction or contribution in respect of losses or profits against book value
      on
      disposals (other than in the ordinary course of business) for such
      period;

     

    in
      each
      case, as determined in accordance with GAAP.

     

    “Effective
      Date”
means
      the date that the conditions set forth in Article IV
      are
      satisfied.

     

    “Eligible
      Assignee”
means
      (a) a commercial bank organized under the laws of the United States, or any
      State thereof; (b) a commercial bank organized under the laws of any other
      country; (c) a finance company, insurance company or other financial
      institution; or (d) a fund which is engaged in making, purchasing, holding
      or
      otherwise investing in bank loans and similar extensions of credit in the
      ordinary course of its business.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    “Employee
      Benefit Plan”
means
      any employee benefit plan within the meaning of Section 3(3) of ERISA
      maintained or contributed to by the Borrower or its Subsidiaries, other than
      a
      Multiemployer Plan.

     

    “Environmental
      Damages”
means
      all claims, judgments, damages, losses, penalties, liabilities (including strict
      liability), costs and expenses, including costs of investigation, remediation,
      defense, settlement and reasonable attorneys’ fees and consultants’ fees, that
      are incurred at any time as a result of the existence of any Hazardous Materials
      upon, about or beneath any real property owned by the Borrower or its
      Subsidiaries or migrating or threatening to migrate to or from any such real
      property, or arising from any investigation or proceeding in which the Borrower
      or any of its Subsidiaries is alleged to be liable for the release or threatened
      release of Hazardous Materials or for any violation of Environmental
      Laws.

     

    “Environmental
      Laws”
means
      the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Federal Water
      Pollution Control Act, 33 U.S.C. Section 1251 et seq.; the Resource
      Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901 et seq.; the
      Comprehensive Environment Response, Compensation and Liability Act of 1980
      (including the Superfund Amendments and Reauthorization Act of 1986, “CERCLA”),
      42 U.S.C. Section 9601 et seq.; the Toxic Substances Control Act, 15 U.S.C.
      Section 2601 et seq.; the Occupational Safety and Health Act, 29 U.S.C.
      Section 651; the Emergency Planning and Community Right-to-Know Act of
      1986, 42 U.S.C. Section 11001 et seq.; the Mine Safety and Health Act of
      1977, 30 U.S.C. Section 801 et seq.; the Safe Drinking Water Act, 42 U.S.C.
      Section 300f et seq.; and all other Governmental Rules relating to
      environmental, health, safety and land use matters, including all Governmental
      Rules pertaining to the reporting, licensing, permitting, transportation,
      storage, disposal, investigation or remediation of emissions, discharges,
      releases, or threatened releases of Hazardous Materials into the air, surface
      water, groundwater or land, or relating to the manufacture, processing,
      distribution, use, treatment, storage, disposal, transportation or handling
      of
      Hazardous Materials.

     

    “Equity
      Securities”
of
      any
      Person means (a) all common stock, preferred stock, participations, shares,
      partnership interests, limited liability company interests or other equity
      interests in and of such Person (regardless of how designated and whether or
      not
      voting or non-voting) and (b) all warrants, options and other rights to acquire
      any of the foregoing.

     

    “ERISA”
means
      the Employee Retirement Income Security Act of 1974, as amended from time to
      time.

     

    “ERISA
      Affiliate”
means
      any trade or business (whether or not incorporated) that, together with the
      Borrower or any of its Subsidiaries, is treated as a single employer under
      Section 414(b) or (c) of the IRC or, solely for purposes of
      Section 302 of ERISA and Section 412 of the IRC, is treated as a
      single employer under Section 414 of the IRC.

     

    “Event
      of Default”
means
      any of the events specified in Section 8.1.

     

    “Event
      of Loss”
means
      (a) any loss or destruction of, damage to or casualty relating to all or any
      part of the Property of the Borrower or its Subsidiaries or (b) any condemnation
      or other taking (including by eminent domain) of all or any part of such
      Property.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    “Excess
      Cash Flow”
means,
      as of any Calculation Date, the sum (without duplication) of:

     

    (a) FFO;
      minus

     

    (b) Mandatory
      Debt Service for the applicable fiscal quarter; minus

     

    (c) the
      amount of Capital Expenditures for the applicable fiscal quarter (other than
      Capital Expenditures funded by (i) a Capital Expenditure Loan Borrowing for
      Growth Capital Expenditure, (ii) equity contributions, or (iii) cash proceeds
      from sales of assets not applied to prepayment of the Loans); plus
      or
minus,
      as
      applicable,

     

    (d) the
      amount of any realized cash gain or cash cost incurred by the Borrower or its
      Subsidiaries in respect of any non-recurring item during the applicable fiscal
      quarter, adjusted to exclude any cash gain that is required under the Loan
      Documents to be applied in a certain way; minus

     

    (e) the
      aggregate principal amount of all mandatory prepayments of the Loans under
      Section 2.9(c)
      herein
      during the applicable fiscal quarter so long as the funds used to make such
      prepayments were included in the calculation of EBITDA for such fiscal
      quarter.

     

    “Excluded
      Taxes”
means,
      with respect to the Administrative Agent, any Lender, any Issuing Bank or any
      other recipient of any payment to be made by or on account of any obligation
      of
      the Borrower under any Loan Document, (a) income, franchise or similar taxes
      imposed on (or measured by) its net income by the United States of America,
      or
      by the jurisdiction under the laws of which such recipient is organized or
      in
      which its principal office is located or, in the case of any Lender, in which
      its applicable lending office is located, or by any jurisdiction as a result
      of
      a connection between the Administrative Agent, such Lender, such Issuing Bank
      or
      such other recipient of any payment and such jurisdiction (other than a
      connection resulting solely from negotiating, executing, delivering or
      performing its obligations or receiving a payment under, or enforcing, this
      Agreement, any Note or any other Loan Document), or any taxes attributable
      to a
      Lender’s failure to comply with Section 3.1(g);
      (b) any
      branch profits taxes imposed by the United States of America or any similar
      tax
      imposed by any other jurisdiction in which the Borrower is located; and (c)
      in
      the case of a Foreign Lender (other than an assignee pursuant to a request
      by
      the Borrower under Section 3.6(b)),
      any
      withholding tax that is imposed on amounts payable to such Foreign Lender at
      the
      time such Foreign Lender becomes a party to this Agreement (or designates a
      new
      lending office) or is attributable to such Foreign Lender’s failure to comply
      with Section 3.1(e),
      except
      to the extent that, in either such case, the Foreign Lender (or its assignor,
      if
      any) was entitled, at the time of designation of a new lending office (or
      assignment), to receive additional amounts from the Borrower with respect to
      such withholding tax pursuant to Section 3.1(a).

     

    “Existing
      Debt”
means
      (a) the 6.82% Senior Secured Notes due 2023 and the 6.40% Senior Secured
      Notes due 2023 issued by the Borrower in the aggregate amount of $120,000,000
      pursuant to a Note Purchase Agreement dated as of September 27, 2004, and
      (b) revolving credit indebtedness outstanding under a Credit Agreement
      dated as of September 27, 2004, between the Borrower and La Salle Bank
      N.A.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    “Existing
      Letters of Credit”
means
      the letters of credit listed on Schedule 1.1.

     

    “Federal
      Funds Rate”
means,
      for any day, the weighted average of the rates on overnight Federal funds
      transactions with members of the Federal Reserve System arranged by Federal
      funds brokers, as published on the next succeeding Business Day by the Federal
      Reserve Bank of New York, or, if such rate is not so published for such next
      succeeding Business Day, the average of the quotations for such day for such
      transactions received by the Administrative Agent from three Federal funds
      brokers of recognized standing selected by it.

     

    “Federal
      Reserve Board”
means
      the Board of Governors of the Federal Reserve System of the United States of
      America.

     

    “FFO”
means,
      for any period, the sum of:

     

    (a) consolidated
      EBITDA of the Borrower and it Subsidiaries for such period; plus
      or
minus,
      as
      applicable,

     

    (b) increases
      (or decreases) in the working capital of the Borrower and its Subsidiaries
      for
      such period, less
      taxes
      paid in respect of the operations of the Borrower and its Subsidiaries
      (excluding any such tax paid out of budgeted tax reserves as reflected in the
      Base Case Projections to the extent such taxes have already been deducted in
      a
      prior period pursuant to this clause (b));
      minus

     

    (c) any
      extraordinary or non-recurring charges for such period; plus

     

    (d) non-revenue
      generating payments under all existing and future lease agreements with
      customers including, but not limited to, Aladdin Gaming, LLC, Aladdin Bazaar,
      LLC, Chicago Midway Airport and applicable customers of the Chicago District
      Cooling Project, customer reimbursements with respect to capital expenditures
      by
      the Borrower and other recurring non-income cash items (such items only to
      include the following and items similar to the following: (i) deferred rent
      and
      asset retirement obligation accretion, to the extent it is treated as an expense
      in the current period, but there is no associated cash outlay during the current
      period, (ii) minority interest income less
      any cash
      paid to an unaffiliated shareholder and to the extent actual cash is received
      and has not been included in EBITDA, or other similar duplication, and (iii)
      loss on sale/disposal of assets, but only to the extent it is a non-cash, book
      loss); plus 

     

    (e) non-cash
      impact of any Hedging Agreement of the Loan Parties; plus

     

    (f) interest
      income received during such period; plus

     

    (g) any
      corporate allocation expenses from MIC, provided
      that
      payment of such an expense would be allowed under Section 7.6,

     

    in
      each
      case determined on a consolidated basis in accordance with GAAP.

     

    “Final
      Effectiveness Date”
means
      October 15, 2007, if the Effective Date does not occur prior to such
      date.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    “Financing
      Parties”
means,
      collectively, the Administrative Agent, the Lenders, the Issuing Bank,
      individually, and acting by and through the Administrative Agent, and the
      Hedging Banks.

     

    “Foreign
      Lender”
means
      any Lender that is organized under the laws of a jurisdiction other than the
      United States of America, any State thereof or the District of
      Columbia.

     

    “GAAP”
means
      generally accepted accounting principles in the United States in effect on
      the
      date hereof.

     

    “Governmental
      Authority”
means
      any nation, state, sovereign, or government, any federal, regional, state,
      local
      or political subdivision and any other entity exercising executive, legislative,
      judicial, regulatory or administrative powers or functions of or pertaining
      to
      government.

     

    “Governmental
      Authorization”
means
      any permit, license, registration, approval, finding of suitability,
      authorization, plan, directive, order, consent, exemption, waiver, consent
      order
      or consent decree of or from, or notice to, action by or filing with, any
      Governmental Authority, including siting and operating permits and licenses
      and
      any of the foregoing under any applicable Environmental Law.

     

    “Governmental
      Charges”
means,
      with respect to any Person, all levies, assessments, fees, claims or other
      charges imposed by any Governmental Authority upon such Person or any of its
      Property or otherwise payable by such Person.

     

    “Governmental
      Rule”
means
      any law, rule, regulation, ordinance, order, code interpretation, judgment,
      decree, directive, Governmental Authorization or any policy, guidance or similar
      interpretative advice of any Governmental Authority.

     

    “Growth
      Capital Expenditure”
means
      Capital Expenditures that are not Maintenance Capital Expenditures.

     

    “Guarantee
      Obligations”
means,
      for any Person, without duplication, any financial obligation, contingent or
      otherwise, of such Person guaranteeing or otherwise supporting any Indebtedness
      or other obligation for borrowed money of any other Person in any manner,
      whether directly or indirectly, and including any obligation of such Person,
      direct or indirect, (a) to purchase or pay (or advance or supply funds for
      the
      purchase or payment of) such Indebtedness or to purchase (or to advance or
      supply funds for the purchase of) any security for the payment of such
      Indebtedness, (b) to purchase property, securities or services for the purposes
      of assuring the owner of such Indebtedness of the payment of such Indebtedness,
      (c) to maintain working capital, equity capital, available cash or other
      financial statement condition or the primary obligor so as to enable the primary
      obligor to pay such Indebtedness, (d) to provide equity capital under or in
      respect of equity subscription arrangements to pay such Indebtedness (to the
      extent that such obligation to provide equity capital does not otherwise
      constitute Indebtedness), or (e) to perform, or arrange for the performance
      of,
      any non-monetary obligations or non-funded debt payment obligations of the
      primary obligor. The amount of any Guarantee Obligation shall be deemed equal
      to
      the stated or determinable amount of the primary obligation in respect of which
      such Guarantee Obligation is made or, if not stated or if indeterminable, the
      maximum liability in respect thereof.

     

    
      
        
        

      

      
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    “Hazardous
      Materials”
means
      all pollutants, contaminants and other materials, substances and wastes which
      are hazardous, toxic, caustic, harmful or dangerous to human health or the
      environment, including petroleum and petroleum products and byproducts,
      radioactive materials, asbestos, polychlorinated biphenyls and all materials,
      substances and wastes which are classified or regulated as “hazardous,” “toxic”
or similar descriptions under any Environmental Law; provided
      that for
      purposes of this Agreement, “Hazardous Materials” shall not include commercially
      reasonable amounts of such materials used in the ordinary course of the Loan
      Parties’ businesses in accordance with applicable Environmental
      Laws.

     

    “Hedging
      Agreement”
means
      any agreement with respect to any swap, cap, collar, hedge, forward, future
      or
      derivative transaction or option or similar agreement involving, or settled
      by
      reference to, one or more rates, currencies, commodities, equity or debt
      instruments or securities, or economic, financial or pricing indices or measures
      of economic, financial or pricing risk or value or any similar transaction
      or
      any combination of these transactions.

     

    “Hedging
      Banks”
means
      Dresdner Bank AG New York Branch, LaSalle Bank National Association, and any
      other banks and their respective successors and assigns, that become
      counterparties under the Lender Hedging Agreements contemplated in accordance
      with Section 6.11.

     

    “Hedging
      Obligations”
means,
      collectively, the payment of (a) all scheduled amounts payable to the Hedging
      Banks by the Borrower, as the fixed-rate payor, under the Hedging Agreements
      (including interest accruing after the date of any filing by the Borrower of
      any
      petition in bankruptcy or the commencement of any bankruptcy, insolvency or
      similar proceeding with respect to the Borrower), net of all scheduled amounts
      payable to the Borrower by such Hedging Banks as floating-rate payor, and (b)
      all other indebtedness, fees, indemnities and other amounts payable by the
      Borrower to the Hedging Banks under such Hedging Agreements; provided
      that
      Hedging Obligations shall not include Hedging Termination
      Obligations.

     

    “Hedging
      Termination Obligations”
means
      the aggregate amount of (a) Hedging Obligations payable to the Hedging Banks
      by
      the Borrower, as the fixed rate payor, upon the early unwind of all or a portion
      of the Hedging Agreements, net of all amounts payable to the Borrower by such
      Hedging Banks, as floating-rate payor thereunder, plus (b) any penalty payments
      or other payments in the form of unwind fees payable in connection with an
      early
      unwind.

     

    “Hedging
      Transaction”
means
      any interest rate protection agreement, interest rate swap transaction, interest
      rate “cap” or “collar” transaction, interest rate future, interest rate option
      or hedging transaction.

     

    “Indebtedness”
of
      any
      Person means (a) all indebtedness of such Person for borrowed money, (b) all
      obligations of such Person evidenced by bonds, debentures, notes or other
      similar instruments, (c) all obligations of such Person to pay the deferred
      purchase price of property or services, (d) all indebtedness created or arising
      under any conditional sale or other title retention agreement with respect
      to
      property acquired by such Person (even though the rights and remedies of the
      seller or lender under such agreement in the event of default are limited to
      repossession or sale of such property), (e) all Capital Leases of such Person,
      (f) all obligations, contingent or otherwise, of such Person under acceptances
      issued or created for the account of such Person, (g) all unconditional
      obligations of such Person to purchase, redeem, retire, defease or otherwise
      acquire for value any capital stock or other equity interests of such Person
      or
      any warrants, rights or options to acquire such capital stock or other equity
      interests, (h) all Hedging Obligations, (i) all obligations of such Person,
      other than trade payables incurred in the ordinary course of business, upon
      which interest charges are customarily paid, (j) the undrawn face amount of,
      and
      unpaid reimbursement obligations in respect of, all letters of credit issued
      for
      the account of such Person, (k) all Guarantee Obligations of such Person in
      respect of obligations of other Persons of the types referred to in clauses
      (a)
      through (j) above, and all other Contingent Obligations of such Person; and
      (l)
      all indebtedness of the type referred to in clauses (a) through (k) above
      secured by (or for which the holder of such Indebtedness has an existing right,
      contingent or otherwise, to be secured by) any Lien on property (including
      accounts and contracts rights) owned by such Person, even though such Person
      has
      not assumed or become liable for the payment of such indebtedness.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    “Indemnified
      Liabilities” has the meaning set forth in Section
      10.3(b).
      

     

    “Indemnified
      Taxes”
means
      Taxes other than Excluded Taxes.

     

    “Indemnitee”
has
      the
      meaning specified in Section 10.3(b).

     

    “Independent
      Engineer”
means
      Pacific Energy Systems Inc.

     

    “Information”
has
      the
      meaning set forth in Section 10.5.

     

    “Interest
      Coverage Ratio”
means,
      for any period, the ratio of (a) FFO for such period, less
      all
      Capital Expenditures (other than Growth Capital Expenditures funded with Capital
      Expenditure Loans) to (b) Mandatory Debt Service for such period.

     

    “Interest
      Expense”
means,
      as to any Person, for any fiscal period of such Person, all interest, fees,
      charges and related expenses payable during such period to any other Person
      in
      connection with Indebtedness or the deferred purchase price of assets that
      is
      treated as interest in accordance with GAAP, including, without limitation,
      the
      portion of rent actually paid during such period under Capital Leases that
      should be treated as interest in accordance with GAAP, and the net amounts
      payable (or minus
      the net
      amounts receivable) under Hedging Agreements accrued during such period (whether
      or not actually paid or received during such period).

     

    “Interest
      Payment Date”
means,
      (a) as to any Loan other than an Alternate Base Rate Loan, the last day of
      each Interest Period applicable to such Loan and the Maturity Date of the
      Facility under which such Loan was made; provided
      that
      with respect to Loans with a six-month Interest Period, the date that falls
      three months after the beginning of such Interest Period shall also be an
      Interest Payment Date and (b) as to any Alternate Base Rate Loan, each
      Calculation Date and the Maturity Date.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    “Interest
      Period”
means,
      with respect to each Loan, (a) initially the period commencing on the date
      of
      the Borrowing of such Loan and ending on the numerically corresponding day
      in
      the calendar month that is one, two, three or six months thereafter (or such
      other period of less than three months if such period ends on a date which
      coincides with an Interest Payment Date for Loans previously outstanding) and
      (b) thereafter, each period commencing on the last day of the preceding Interest
      Period and ending on the numerically corresponding day in the calendar month
      that is one, two, three or six months thereafter, in each case as selected
      by
      the Borrower or otherwise determined in accordance with Section 2.5;
      provided
      that:

     

    (a) any
      Interest Period that would otherwise end on a day that is not a Business Day
      shall be extended to the next succeeding Business Day unless such Business
      Day
      falls in another calendar month, in which case such Interest Period shall end
      on
      the prior preceding Business Day; and

     

    (b) any
      Interest Period which begins on the last Business Day of a calendar month (or
      on
      a day for which there is no numerically corresponding day in the calendar month
      at the end of such Interest Period) shall end on the last Business Day of the
      calendar month at the end of such Interest Period.

     

    “Investment”
of
      any
      Person means any loan or advance of funds by such Person to any other Person
      (other than advances to employees of such Person for moving, travel expenses,
      and other business expenses drawing accounts and similar expenditures in the
      ordinary course of business consistent with past practice), any purchase or
      other acquisition by such Person of any Equity Securities or Indebtedness of
      any
      other Person, any capital contribution by such Person to or any other investment
      by such Person in any other Person; provided,
      however,
      that
      Investments shall not include (a) accounts receivable or other indebtedness
      owed
      by customers of such Person which are current assets and arose from sales of
      inventory in the ordinary course of such Person’s business consistent with past
      practice or (b) prepaid expenses of such Person incurred and prepaid in the
      ordinary course of business consistent with past practice.

     

    “IRC”
means
      the Internal Revenue Code of 1986.

     

    “Issuing
      Bank”
means
      LaSalle Bank National Association, in its capacity as the issuer of Letters
      of
      Credit hereunder, and its successors in such capacity as provided in
Section 2.14.
      The
      Issuing Bank may, in its discretion, arrange for one or more Letters of Credit
      to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing
      Bank” shall include any such Affiliate with respect to Letters of Credit issued
      by such Affiliate.

     

    “Joint
      Venture”
means
      a
      joint venture, limited liability company, corporation, partnership, other entity
      or other legal arrangement (whether created pursuant to a contract or conducted
      through a separate legal entity) formed by any Loan Party and one or more other
      Persons who are not Loan Parties.

     

    “Las
      Vegas District Cooling Project”
means
      the Borrower’s energy facilities located in the state of Nevada.

     

    “LC
      Disbursement”
means
      a
      payment made by the Issuing Bank pursuant to a Letter of Credit.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    “LC
      Exposure”
means,
      at any time, the sum of (a) the aggregate undrawn amount of all outstanding
      Letters of Credit at such time plus
      (b) the aggregate amount of all LC Disbursements that have not yet been
      reimbursed or financed by or on behalf of the Borrower at such time. The LC
      Exposure of any Lender at any time shall be its Pro Rata Share of the total
      LC
      Exposure at such time, based upon the respective Revolving Credit Loan
      Commitments of the Lenders.

     

    “LC
      Reduction”
has
      the
      meaning set forth in Section
      6.19.
      

     

    “LC
      Sublimit”
means
      an amount equal to aggregate Revolving Loan Commitments less
      $1,000,000.

     

    “Legal
      Requirement”
means,
      as to any Person (a) the articles or certificate of incorporation or
      articles of organization and by-laws, partnership agreement, operating agreement
      or other organizational or governing documents of such Person, (b) any
      Governmental Rule applicable to such Person, (c) any Governmental
      Authorization granted by any Governmental Authority to or for the benefit of
      such Person or (d) any judgment, decision or determination of any
      Governmental Authority or arbitrator, in each case applicable to or binding
      upon
      such Person or any of its Property or to which such Person or any of its
      Property is subject.

     

    “Lender
      Hedging Agreement”
means
      any Hedging Agreement entered into, or to be entered into, by the Borrower
      and a
      Hedging Bank in form and substance satisfactory to the Administrative Agent
      and
      the Borrower, for a Hedging Transaction in accordance with Section 6.11.
      So long
      as the terms thereof are in compliance with this Agreement, each Lender Hedging
      Agreement shall be a Loan Document and shall be secured by the Liens created
      by
      the Security Documents.

     

    “Lenders”
has
      the
      meaning set forth in the preamble of this Agreement, together with any assignees
      thereof pursuant to Section 10.4.

     

    “Letter
      of Credit Borrowing Request”
means
      a
      request by the Borrower for a Letter of Credit in accordance with Section 2.14.

     

    “Letters
      of Credit”
means
      letters of credit issued in accordance with Section 2.14
      by the
      Issuing Bank.

     

    “Leverage
      Ratio”
means,
      as of any Calculation Date, the ratio (expressed as a percentage) of
      (a) FFO less Interest Expense for the Test Period ending on such
      Calculation Date to (b) Net Debt as of such Calculation Date.

     

    “LIBOR”
means,
      for any Interest Period with respect to a Loan:

     

    (a) the
      rate
      per annum equal to the rate determined by the Administrative Agent to be the
      offered rate that appears on the page of the Telerate Screen that displays
      an
      average British Bankers Association Interest Settlement Rate (such page
      currently being page number 3750) for deposits in Dollars (for delivery on
      the
      first day of such Interest Period) with a term equivalent to such Interest
      Period, determined as of approximately 11:00 a.m. (London time) two Business
      Days prior to the first day of such Interest Period; or

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (b) in
      the
      event the rate referenced in the preceding clause (a)
      does not
      appear on such page or service or such page or service shall cease to be
      available, the rate per annum (carried out to the fifth decimal place) equal
      to
      the rate determined by Administrative Agent (after consultation with the
      Borrower and the Lenders) to be the offered rate on such other page or other
      service that displays an average British Bankers Association Interest Settlement
      Rate for deposits in Dollars (for delivery on the first day of such Interest
      Period) with a term equivalent to such Interest Period, determined as of
      approximately 11:00 a.m. (London time) two Business Days prior to the first
      day
      of such Interest Period; or

     

    (c) in
      the
      event the rates referenced in the preceding clause (a)
      and (b)
      are not
      available, the rate per annum determined by the Administrative Agent as the
      rate
      of interest at which dollar deposits (for delivery on the first day of such
      Interest Period) in same day funds in the approximate amount of the applicable
      Loan and with a term equivalent to such Interest Period would be offered by
      its
      London Branch to major banks in the offshore dollar market at their request
      at
      approximately 11:00 a.m. (London time) two Business Days prior to the first
      day
      of such Interest Period.

     

    “LIBOR
      Loan”
means
      any Loan with respect to which the applicable rate of interest is based upon
      LIBOR.

     

    “Lien”
means
      any mortgage, pledge, hypothecation, assignment, mandatory deposit arrangement,
      encumbrance, lien (statutory or other), or preference, priority or other
      security agreement of any kind or nature whatsoever, including, without
      limitation, any sale-leaseback arrangement, any conditional sale or other title
      retention agreement, any financing lease having substantially the same effect
      as
      any of the foregoing, and the filing of any financing statement or similar
      instrument under the Uniform Commercial Code or comparable Legal
      Requirement.

     

    “Loan
      Documents”
means
      this Agreement, any Notes, the Security Documents, the Lender Hedging
      Agreements, each fee agreement referred to in Section 2.10,
      all
      other documents, instruments and agreements entered into with the Administrative
      Agent or any Lender pursuant to Section 4.1,
      and all
      other documents, instruments and agreements entered into by any Loan Party
      with
      the Administrative Agent or any Lender in connection with this Agreement or
      any
      other Loan Document on or after the Effective Date.

     

    “Loan
      Parties”
means,
      collectively the Borrower and each Subsidiary Guarantor.

     

    “Loans”
means,
      collectively, the Term Loans, the Capital Expenditure Loans and the Revolving
      Loans.

     

    “Lock-Up
      Account”
means
      the segregated account established and maintained by LaSalle Bank National
      Association pursuant to the Security Agreement and Section 7.6.

     

    “Lock-Up
      Event”
has
      the
      meaning specified in Section 7.6.

     

    “Lock-Up
      Independent Review”
has
      the
      meaning specified in Section 6.16(b)(iii).

     

    “Lock-Up
      Period”
has
      the
      meaning specified in Section 7.6.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    “Lock-Up
      Remedial Plan”
has
      the
      meaning specified in Section 6.16(b).

     

    “Macquarie”
means
      Macquarie Bank Limited, or the ultimate parent company thereof.

     

    “Mandated
      Lead Arranger”
means
      Dresdner Bank AG New York Branch, in its capacity as the mandated lead
      arranger.

     

    “Mandatory
      Debt Service”
means,
      for any applicable period, the sum of (a) all interest on the Loans payable
      by
      the Borrower during such period, (b) all fees payable by the Borrower to the
      Lenders, the Administrative Agent, the Issuing Bank, and the Collateral Agent
      during such period, (c) any payments constituting net Hedging Obligations
      payable by the Borrower (or less net amounts payable to the Borrower) during
      such period and (d) all interest and other mandatory payments during such period
      in respect of any other Indebtedness of the Borrower and its
      Subsidiaries.

     

    “Maintenance
      Capital Expenditures”
means,
      with respect to any fiscal period, Capital Expenditures made during such period
      by the Borrower or its Subsidiaries to repair, replace or maintain Property
      of a
      routine or ordinary course of business required to maintain such Property at
      levels consistent with past practices and identified in the Base Case
      Projections.

     

    “Margin
      Stock”
has
      the
      meaning given to that term in Regulation U issued by the Federal Reserve
      Board.

     

    “Material
      Adverse Effect”
means
      a
      material adverse effect on (a) the business, assets, operations, condition
      (financial or otherwise), liabilities or prospects of the Borrower, the Loan
      Parties and their Subsidiaries, taken as a whole; (b) the ability of the
      Borrower, the Loan Parties and their Subsidiaries, taken as a whole, to pay
      or
      perform any of their respective obligations under any of the Loan Documents;
      (c)
      the rights and remedies of the Administrative Agent or any Lender under the
      Loan
      Documents or any related document, instrument or agreement; (d) the validity,
      perfection or priority of the security interests granted in the Collateral
      in
      favor of the Collateral Agent; or (e) the validity or enforceability of any
      of
      the Loan Documents or the rights or remedies of the Administrative Agent or
      any
      Lender under any of the Loan Documents.

     

    “Material
      Contracts”
means,
      collectively, (a) each of the agreements listed on Schedule 5.19
      and (b)
      any other agreement entered into by the Borrower or its Subsidiaries
      contributing more than 5.0% of the then current FFO (based upon a Test Period
      ending on the immediately preceding Calculation Date) or, in the case of any
      lease, having a term of more than two years.

     

    “Material
      Governmental Authorization”
means
      any Governmental Authorization that authorizes the Borrower or its Subsidiaries
      to conduct its business or any Governmental Authorization the termination or
      withdrawal of which could reasonably be expected to have, individually or in
      the
      aggregate, a Material Adverse Effect.

     

    “Material
      Loss”
means
      any Event of Loss, the repair, restoration or replacement of which is reasonably
      estimated by the Borrower to cost more than $2,500,000.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    “Maturity
      Date”
means
      the date that is seven (7) years after the Effective Date; provided
      that (i)
      with respect to the Revolving Loan, “Maturity Date” means the date that is five
      (5) years after the Effective Date, which date may be extended to seven (7)
      years after the Effective Date upon the approval of all Lenders; provided,
      further,
      that if
      any such date is a day other than a Business Day, the Maturity Date shall be
      the
      next succeeding Business Day unless such next succeeding Business Day falls
      in
      the next calendar month, in which case the Maturity Date shall be the prior
      preceding Business Day.

     

    “Material
      Communications”
means,
      with respect to any Material Contract, any communication by the Borrower or
      any
      of its Subsidiaries with any Governmental Authority or any party to such
      Material Contract regarding an event or circumstance that could reasonably
      be
      expected to result in a Material Adverse Effect.

     

    “Material
      Notices”
means,
      with respect to any Material Contract, any notice sent or received by the
      Borrower or any of its Subsidiaries regarding a material event or circumstance,
      including the occurrence of any default under such Material Contract or
      termination of such Material Contract or any other development that could
      reasonably be expected to result in a Material Adverse Effect.

     

    “Merchandise
      Mart Lease”
has
      the
      meaning set forth in Section
      6.20.
      

     

    “MDE
      Parent”
means
      Macquarie District Energy Holdings LLC, a Delaware limited liability company,
      and its successors. 

     

    “MDE
      Parent Pledge Agreement”
means
      the Parent Pledge Agreement, dated as of the date hereof, between the Collateral
      Agent and MDE Parent, substantially in the form of Exhibit F.

     

    “MDE
      Thermal”
means
      MDE Thermal Technologies, Inc., an Illinois corporation.

     

    “MIC”
means
      Macquarie Infrastructure Company, Inc., a Delaware corporation.

     

    “Model
      Auditor”
means
      Mercer Finance and Risk Consulting or other firm of independent certified public
      accountants acceptable to the Administrative Agent.

     

    “Moody’s”
means
      Moody’s Investor Service, Inc. and any successor thereto which is a nationally
      recognized rating agency.

     

    “Multiemployer
      Plan”
means
      a
      multiemployer plan as defined in Section 4001(a)(3) of ERISA and subject to
      Title IV of ERISA to which the Borrower, its Subsidiaries, or ERISA
      Affiliate contributes or has an obligation to contribute.

     

    “Net
      Asset Disposition Proceeds”
means,
      with respect to any sale of any Property by the Borrower or its Subsidiaries,
      other than any sale permitted by Section 7.3,
      the
      aggregate consideration received by such Person from such sale (except in the
      case of Northwind Aladdin or any of its Subsidiaries, the Northwind Percentage
      of such consideration) less
      the sum
      of (a) the actual amount of the reasonable fees and commissions payable to
      Persons other than the Borrower and its Subsidiaries and (b) the reasonable
      legal expenses and other reasonable costs and expenses, including taxes payable,
      directly related to such sale that are to be paid by such persons.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    “Net
      Cash Proceeds”
means
      the amount of cash actually received by the Borrower or any Subsidiary from
      (a)
      Net Asset Disposition Proceeds, (b) Net Debt Proceeds, (c) Net Equity Proceeds,
      (d) Net Contract Termination Proceeds and (e) Net Insurance Proceeds.


     

    “Net
      Contract Termination Proceeds”
means
      an amount equal to: (a) any make-whole, termination payment or similar
      compensation received by the Borrower or any Subsidiary in connection with
      the
      cancellation, failure to renew or other termination of a Material Contract
      (except in the case of Northwind Aladdin or any of its Subsidiaries, the
      Northwind Percentage of such amounts), less
      (b) any
      actual and reasonable costs incurred by the Borrower or its Subsidiaries in
      connection with any such condemnation or taking (including reasonable fees
      and
      expenses of counsel).

     

    “Net
      Debt”
means
      the total amount of Indebtedness of the Borrower and its Subsidiaries
less
      cash of
      the Borrower and its Subsidiaries as set forth on the applicable quarterly
      Consolidated Financial Statements of the Borrower.

     

    “Net
      Debt Proceeds”
means,
      with respect to any issuance or incurrence of any Indebtedness by the Borrower
      or its Subsidiaries, the aggregate consideration actually received by such
      Person from such sale or issuance (except in the case of Northwind Aladdin
      or
      any of its Subsidiaries, the Northwind Percentage of such amounts) less
      the sum
      of (a) the actual amount of the reasonable fees and commissions payable to
      Persons other than the Borrower and its Subsidiaries and (b) the reasonable
      legal expenses and other reasonable costs and expenses directly related to
      such
      issuance or incurrence that are to be paid by such Person.

     

    “Net
      Equity Proceeds”
means,
      with respect to any issuance of Equity Securities by the Borrower or its
      Subsidiaries, the aggregate consideration actually received by such Person
      from
      such issuance (except in the case of Northwind Aladdin or any of its
      Subsidiaries, the Northwind Percentage of such amounts), less
      the sum
      of (a) the actual amount of the reasonable fees and commissions payable to
      Persons other than the Borrower and its Subsidiaries and (b) the reasonable
      legal expenses and other reasonable costs and expenses directly related to
      such
      issuance that are to be paid by such Person.

     

    “Net
      Income”
means,
      as to any Person, for any fiscal period of such Person, the net income of such
      Person in accordance with GAAP consistently applied but excluding from the
      calculation thereof any gains or losses from the sale or other disposition
      of
      any capital assets and all other extraordinary or non-cash items.

     

    “Net
      Insurance Proceeds”
means
      an amount equal to: (a) any cash payments or proceeds received by the
      Borrower or its Subsidiaries under any casualty insurance policy in respect
      of a
      covered loss thereunder with respect to any Property (except in the case of
      Northwind Aladdin or any of its Subsidiaries, the Northwind Percentage of such
      amount), minus
      (b) (i) any actual costs incurred by the Borrower or its Subsidiaries
      in connection with the adjustment or settlement of any claims of the Borrower
      or
      its Subsidiaries in respect thereof (including reasonable fees and expenses
      of
      counsel), and (ii) provisions for all taxes payable as a result of such
      event.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    “Northwind
      Aladdin”
means
      Northwind Aladdin LLC, a Nevada limited liability company.

     

    “Northwind
      Aladdin LLC Agreement”
means
      the limited liability company agreement dated as of March 18, 1999 of Northwind
      Aladdin, as amended and in effect on the Effective Date.

     

    “Northwind
      Aladdin Notes”
means
      the notes in a principal amount as of the date hereof of approximately
      $11,400,000 issued by Northwind Aladdin and held by the Borrower, secured by the
      assets of Northwind Aladdin.

     

    “Northwind
      Investment”
means
      Investment by certain of the Loan Parties in Northwind Aladdin necessary to
      finance ETT Nevada, Inc.’s share of the cost of the acquisition and installation
      of additional equipment, piping and related assets for the Northwind Aladdin
      energy transfer station to provide energy services to a high rise
      timeshare/condominium to be constructed and owned by Westgate Planet Hollywood
      Las Vegas, LLC. 

     

    “Northwind
      Percentage”
means
      a
      percent amount equal to the percentage of membership interests the Loan Parties,
      in the aggregate, own of Northwind Aladdin. 

     

    “Note”
means
      a
      promissory note issued by the Borrower in favor of a Lender evidencing Loans
      made by such Lender, substantially in the form of Exhibit B.

     

    “Notice
      of Revolving Loan Conversion”
means
      the notice delivered pursuant to Section
      2.3(d)
      in the
      form set forth in Exhibit
      C.
      

     

    “Obligations”
means
      all obligations, liabilities and indebtedness of every nature of any Loan Party
      from time to time owing to any Secured Party under any Loan Document including,
      without limitation, (a) all principal, interest, and fees, (b) any amounts
      (including, without limitation, insurance premiums, licensing fees, recording
      and filing fees, and Taxes) the Secured Parties expend on behalf of the Borrower
      or its Subsidiaries because the Borrower or its Subsidiaries fail to make any
      such payment when required under the terms of any Transaction Document, and
      (c)
      all amounts required to be paid under any indemnification, cost reimbursement
      or
      similar provision.

     

    “Other
      Taxes”
means
      any and all present or future stamp or documentary taxes or any other excise
      or
      property taxes, charges or similar levies arising from any payment made under
      this Agreement or from the execution, delivery or enforcement of, or otherwise
      with respect to, this Agreement.

     

    “Outstanding
      Exposure”
means,
      at any time, the sum of (a) the aggregate then outstanding principal amount
      of
      the Loans and (b) following any termination of the Lender Hedging Agreements
      upon the acceleration of the Loans in accordance with Section 8.2(a)
      or the
      commencement of any Bankruptcy Proceeding by or against the Borrower or its
      Subsidiaries, (i) any Hedging Termination Obligations then due to the Hedging
      Banks or (ii) as to any Hedging Bank that is prevented from terminating a Lender
      Hedging Agreement by the automatic stay or any other stay in any Bankruptcy
      Proceeding by or against the Borrower or its Subsidiaries, the amount of any
      Hedging Termination Obligations that would have been then due to such Hedging
      Bank if such Lender Hedging Agreement had been terminated as of the commencement
      of such Bankruptcy Proceeding.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    “Participant”
has
      the
      meaning set forth in Section 10.4(c)(i).

     

    “PBGC”
means
      the Pension Benefit Guaranty Corporation.

     

    “Permitted
      Indebtedness”
has
      the
      meaning given to that term in Section 7.1.

     

    “Permitted
      Liens”
has
      the
      meaning given to that term in Section 7.2.

     

    “Person”
means
      any individual, corporation, cooperative, partnership, joint venture,
      association, joint-stock company, limited liability company, other entity,
      trust, unincorporated organization or Governmental Authority or other entity
      of
      whatever nature.

     

    “Plan”
means
      any employee pension benefit plan (other than a Multiemployer Plan) subject
      to
      the provisions of Title IV of ERISA or Section 412 of the IRC or
      Section 302 of ERISA, and in respect of which the Borrower, its
      Subsidiaries, or any ERISA Affiliate is (or, if such plan were terminated,
      would
      under Section 4069 of ERISA be deemed to be) an “employer” as defined in
      Section 3(5) of ERISA.

     

    “Prime
      Rate”
means
      the rate of interest per annum publicly announced from time to time by JP Morgan
      Chase as its prime rate in effect at its principal office in New York City;
      each
      change in the Prime Rate shall be effective from and including the date such
      change is publicly announced as being effective.

     

    “Pro
      Rata Share”
means,
      with respect to each Lender, at any time, a fraction (expressed as a
      percentage), the numerator of which is the amount of the aggregate Commitments
      (or, as applicable, the Term Loan Commitment, Capital Expenditure Loan
      Commitment, or Revolving Loan Commitment) of such Lender at such time, and
      the
      denominator of which is the amount of the aggregate Commitments (or, as
      applicable, the Term Loan Commitment, Capital Expenditure Commitment, Revolving
      Loan Commitment) of all Lenders (or, as applicable, Term Loan Lenders, Capital
      Expenditure Loan Lenders, Revolving Loan Lenders) at such time. The initial
      Pro
      Rata Share of each Lender as to its Commitment is set forth opposite the name
      of
      such Lender on Schedule 2.1
      or in
      the Assignment and Assumption pursuant to which such Lender becomes a party
      to
      this Agreement, as applicable.

     

    “Proceeds”
means
      “proceeds” as such term is defined in the UCC or under other relevant law and,
      in any event, shall include, but shall not be limited to, (a) any and all
      proceeds of, or amounts (in whatsoever form, whether cash, securities, property
      or other assets) received under or with respect to, any insurance, indemnity,
      warranty or guaranty payable to the Borrower or its Subsidiaries from time
      to
      time, and claims for insurance, indemnity, warranty or guaranty effected or
      held
      for the benefit of the Borrower or its Subsidiaries, in each case with respect
      to any of the Collateral, (b) any and all payments (in any form whatsoever,
      whether cash, securities, property or other assets) made or due and payable
      to
      the Borrower or its Subsidiaries from time to time in connection with any
      requisition, confiscation, condemnation, seizure or forfeiture of all or any
      part of the Collateral by any Governmental Authority (or any person acting
      under
      color of Governmental Authority), and (c) any and all other amounts (in any
      form
      whatsoever, whether cash, securities, property or other assets) from time to
      time paid or payable under or in connection with any of the Collateral (whether
      or not in connection with the sale, lease or other disposition of the
      Collateral).

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    “Projections”
means
      projections substantially similar in form to the Base Case Projections and
      covering a period through the end of the fiscal year of the Borrower in which
      the Maturity Date will occur, reflecting adjustments to the Projections last
      delivered to the Lenders pursuant to Section 6.2(b)
      necessary in the reasonable judgment of management of the Borrower to reflect
      anticipated revenues and expenses based on then current market
      conditions.

     

    “Property”
means
      any interest in any kind of property or asset, whether real, personal or mixed,
      or tangible or intangible.

     

    “Register”
has
      the
      meaning set forth in Section 10.4(b)(iii).

     

    “Required
      Capital Expenditures”
means
      Capital Expenditures required, at such time by law or any contract entered
      into
      prior to the start of a Lock-Up Period, or necessary to comply with prudent
      industry practice or to address health or safety issues. 

     

    “Reportable
      Event”
has
      the
      meaning given to that term in Section 4043(c) of ERISA and applicable
      regulations thereunder other than an event as to which the reporting
      requirements have by regulation been waived; provided
      that
      failure to meet the minimum funding standards of Section 412 of the Code or
      Section 302 of ERISA shall be a Reportable Event.

     

    “Required
      Lenders”
means,
      at any time, (a) Lenders (and, to the extent applicable, Hedging Banks) holding
      50.1% or more of the aggregate then Outstanding Exposure or (b) if there are
      no
      Loans outstanding, Lenders holding 50.1% or more of the aggregate
      Commitments.

     

    “Responsible
      Officer”
means,
      (a) when used with respect to the Borrower or its Subsidiaries, the chief
      executive officer, president, chief financial officer, vice president of
      finance, or treasurer of the Borrower or its Subsidiaries; and (b) when
      used with respect to the Collateral Agent, any officer within the corporate
      trust department of the Collateral Agent, including any vice president,
      assistant vice president, treasurer, assistant treasurer, trust officer or
      any
      other officer of the Collateral Agent who customarily performs functions similar
      to those performed by the persons who at the time shall be such officers,
      respectively, or to whom any corporate trust matter is referred because of
      such
      person’s knowledge of and familiarity with the particular subject. Any document
      or certificate hereunder that is signed by a Responsible Officer shall be
      conclusively presumed to have been authorized by all necessary corporate,
      partnership and/or other action on the part of the Borrower, its Subsidiaries,
      or other applicable Person.

     

    “Revised
      Base Case Projections”
has
      the
      meaning specified in Section 2.9(c)(vi).

     

    “Revised
      Use Agreement Termination Date”
has
      the
      meaning specified in Section 2.9(c)(vi).

     

    “Revolving
      Loan”
has
      the
      meaning specified in Section 2.3(a).

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    “Revolving
      Loan Borrowing”
means
      a
      borrowing consisting of simultaneous Revolving Loans made by the Revolving
      Loan
      Lenders pursuant to this Agreement.

     

    “Revolving
      Loan Borrowing Request”
means
      a
      request by the Borrower for a Revolving Loan Borrowing in accordance with
Section 2.3(b).

     

    “Revolving
      Loan Commitment”
means
      the commitment of each Revolving Loan Lender to make Revolving Loans to the
      Borrower pursuant to Section 2.3
      and
      acquire and fund participations in Letters of Credit pursuant to Section 2.14,
      in an
      aggregate principal amount at any one time outstanding not to exceed the amount
      set forth opposite the Revolving Loan Lender’s name on Schedule 2.1
      under
      the heading “Revolving Loan Commitment” or in the Assignment and Assumption
      pursuant to which such Revolving Loan Lender becomes a party hereto, as
      applicable, as such amount may be adjusted from time to time in accordance
      with
      this Agreement.

     

    “Revolving
      Loan Commitment Period”
means,
      with respect to the Revolving Loan Commitment, the period from and including
      the
      Effective Date to the earlier to occur of (a) the Revolving Loan Commitment
      Termination Date and (b) the date of termination of all of the Revolving Loan
      Commitments.

     

    “Revolving
      Loan Commitment Termination Date”
means
      the earliest of (a) the Final Effectiveness Date and (b) if the Effective Date
      occurs, the date that is one (1) month prior to the Maturity Date; provided
      that if
      such date is a day other than a Business Day, the Revolving Loan Commitment
      Termination Date shall be the next succeeding Business Day unless such next
      succeeding Business Day falls in the next calendar month, in which case the
      Revolving Loan Commitment Termination Date shall be the next preceding Business
      Day.

     

    “Revolving
      Loan Credit Exposure”
means
      with respect to any Lender at any time, the sum outstanding principal amount
      of
      such Lender’s Revolving Loans and its LC Exposure at such time.

     

    “Revolving
      Loan Lenders”
means,
      (a) on the date hereof, the holders of Revolving Loan Commitments as set
      forth on Schedule 2.1,
      and
      (b) thereafter, the Lenders from time to time holding Revolving Loan
      Commitments after giving effect to any assignments permitted by Section 10.4.

     

    “Secured
      Parties”
means
      collectively, the Collateral Agent, the Administrative Agent, the Lenders,
      the
      Issuing Bank and the Hedging Banks and each co-agent or sub-agent appointed
      by
      the Agents from time to time pursuant to this Agreement.

     

    “Security
      Agreements”
means
      the MDE Parent Pledge Agreement, the Borrower Security Agreement and the
      Subsidiary Guaranty and Security Agreement.

     

    “Security
      Documents”
means
      the Security Agreements, the Subsidiary Mortgages, the Consents, and all other
      instruments, agreements, certificates, opinions and documents (including Uniform
      Commercial Code financing statements and fixture filings and landlord waivers)
      delivered to the Collateral Agent or any Lender in connection with any
      Collateral or to secure the Obligations.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    “Solvent”
means,
      with respect to any Person on any date, that on such date (a) the fair value
      of
      the Property of such Person is greater than the fair value of the liabilities
      (including contingent, subordinated, matured and unliquidated liabilities)
      of
      such Person, (b) the present fair saleable value of the assets of such Person
      is
      greater than the amount that will be required to pay the probable liability
      of
      such Person on its debts as they become absolute and matured, (c) such Person
      does not intend to, and does not believe that it will, incur debts or
      liabilities beyond such Person’s ability to pay as such debts and liabilities
      mature, and (d) such Person is not engaged in or about to engage in business
      or
      transactions for which such Person’s Property would constitute an unreasonably
      small capital. The amount of contingent liabilities at any time shall be
      computed as the amount that, in the light of all the facts and circumstances
      existing at such time, represents the amount that can reasonably be expected
      to
      become an actual or matured liability.

     

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

     

    “Subsidiary”
of
      any
      Person means (a) any corporation of which the required percentage of the issued
      and outstanding Equity Securities having ordinary voting power to elect a
      majority of the board of directors of such corporation (irrespective of whether
      at the time capital stock of any other class or classes of such corporation
      shall or might have voting power upon the occurrence of any contingency) is
      at
      the time directly or indirectly owned or Controlled by such Person, by such
      Person and one or more of its other Subsidiaries or by one or more of such
      Person’s other Subsidiaries, (b) any partnership, joint venture, limited
      liability company or other association of which the required percentage of
      the
      equity interest having the power to vote, direct or Control the management
      of
      such partnership, joint venture or other association is at the time owned and
      controlled by such Person, by such Person and one or more of the other
      Subsidiaries or by one or more of such Person’s other Subsidiaries or (c) any
      other Person included in the Consolidated Financial Statements of such Person.
      Unless otherwise indicated in this Agreement, “Subsidiary” means a Subsidiary of
      the Borrower.

     

    “Subsidiary
      Guarantors”
means
      Thermal Chicago Corporation, ETT National Power, Inc., Northwind Midway, LLC,
      ETT Nevada, Inc., Northwind Chicago LLC, MDE Thermal, and any other Subsidiary
      that becomes a party to the Security Documents pursuant to Section 6.15.

     

    “Subsidiary
      Guaranty and Security Agreement”
means
      the Guaranty and Security Agreement, dated as of the date hereof, between the
      Collateral Agent and each of Thermal Chicago Corporation, ETT National Power,
      Inc., Northwind Midway, LLC, ETT Nevada, Inc., Northwind Chicago LLC and MDE
      Thermal, substantially in the form of Exhibit H.

     

    “Subsidiary
      Mortgages”
means
      the following mortgages, each dated as of the date hereof: (a) the Leasehold
      Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing
      (Plant 1) by MDE Thermal, to and for the benefit of the Collateral Agent,
      (b) the Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture
      Filing (Plant 2) by MDE Thermal, to and for the benefit of the Collateral
      Agent, (c) the Leasehold Mortgage, Security Agreement, Assignment of Leases
      and
      Rents and Fixture Filing (Plant 3) by MDE Thermal, to and for the benefit
      the Collateral Agent, (d) the Leasehold Mortgage, Assignment of Leases and
      Rents
      and Fixture Filing (Plant 4B) by Northwind Chicago, to and for the benefit
      of the Collateral Agent, and (e) the Leasehold Mortgage, Assignment of Leases
      and Rents and Fixture Filing (Plant 4A, Plant 5 and Various Easements)
      by MDE Thermal, to and for the benefit of the Collateral Agent.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    “Sweep
      Calculation Date”
has
      the
      meaning set forth in Section 7.6(f)(i).

     

    “Tax”
or
      “Taxes”
means
      all present or future fees, taxes (including, without limitation, income taxes,
      sales taxes, use taxes, stamp taxes, value-added taxes, excise taxes, ad valorem
      taxes and property taxes (personal and real, tangible and intangible)), levies,
      assessments, withholdings and other charges and impositions of any nature,
      plus
      all related interest, penalties, fines and additions to tax, now or hereafter
      imposed by any federal, state, local or foreign government or other taxing
      authority.

     

    “Term
      Loan”
has
      the
      meaning specified in Section 2.1(a).

     

    “Term
      Loan Borrowing”
means
      a
      borrowing consisting of simultaneous Term Loans made by the Term Loan Lenders
      pursuant to this Agreement.

     

    “Term
      Loan Borrowing Request”
means
      a
      request by the Borrower for a Term Loan Borrowing in accordance with
Section 2.1(b).

     

    “Term
      Loan Commitment”
means,
      with respect to each Term Loan Lender, the commitment of such Term Loan Lender
      to make Term Loans to the Borrower pursuant to Section 2.1,
      in an
      aggregate principal amount at any one time outstanding not to exceed the amount
      set forth opposite such Term Loan Lender’s name on Schedule 2.1
      under
      the heading “Commitment” or in the Assignment and Assumption pursuant to which
      such Term Loan Lender becomes a party hereto, as applicable, as such amount
      may
      be adjusted from time to time in accordance with this Agreement.

     

    “Term
      Loan Commitment Period”
means,
      with respect to the Term Loan Commitments, the period from and including the
      date hereof to the earliest to occur of (a) the Term Loan Commitment
      Termination Date, (b) the date on which the Available Term Loan Commitments
      are reduced to zero, and (c) any date of termination of all of the Term
      Loan Commitments.

     

    “Term
      Loan Commitment Termination Date”
means
      the earliest of (a) the Effective Date and (b) Final Effectiveness
      Date.

     

    “Term
      Loan Lenders”
means
      (a) on the date hereof, the holders of Term Loan Commitments as set forth
      on Schedule 2.1,
      and
      (b) thereafter, the Lenders from time to time holding Term Loan Commitments
      after giving effect to any assignments permitted by Section 10.4.

     

    “Test
      Period”
means
      the period commencing twelve (12) months prior to and including each Calculation
      Date; provided,
      however,
      that
      until the period ending twelve full months after the Effective Date,


     

    (a) “Test
      Period” shall mean the Effective Date through and including the applicable
      Calculation Date, and 

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    (b)
      Mandatory Debt Service in the Interest Coverage Ratio will be calculated by
      multiplying the Mandatory Debt Service on the applicable Calculation Date by
      the
      ratio of (i) 365 to (ii) the number of calendar days between the Effective
      Date
      and the applicable Calculation Date. 

     

    Any
      financial ratio or compliance with any covenant in respect of any Test Period
      shall be determined, as of the Calculation Date on which such Test Period ends,
      on the date on which the financial statements pursuant to Section 6.1(a)
      or
Section 6.1(b)
      have
      been, or should have been, delivered for the applicable fiscal period ending
      on
      such Calculation Date.

     

    “Title
      Insurance Company”
means
      Chicago Title Insurance Company.

     

    “Total
      Funded Debt”
means,
      as of any date of determination, total consolidated Indebtedness other than
      Contingent Obligations of the Borrower and its Subsidiaries determined on a
      consolidated basis.

     

    “Total
      Revolving Loan Commitment”
means,
      at any time, $18,500,000, or, if such amount is reduced pursuant to Section 2.8,
      the
      amount to which it is reduced and in effect at such time.

     

    “Type”
means,
      with respect to any Loan at any time, the classification of such Loan in
      accordance with the type of interest rate it then bears, whether an interest
      rate based upon the Base Rate or LIBOR.

     

    “Uniform
      Commercial Code”
or
      “UCC”
shall
      mean the Uniform Commercial Code as in effect in any applicable jurisdiction
      from time to time.

     

    “Use
      Agreement”
means
      the District Cooling System Use Agreement dated October 1, 1994, between
      the City of Chicago and MDE Thermal, as amended.

     

    “Use
      Agreement Independent Review”
has
      the
      meaning specified in Section 6.16(a)(iii).

     

    “Use
      Agreement Notification Plan Event”
has
      the
      meaning specified in Section 6.16(a).

     

    “Use
      Agreement Remedial Plan”
has
      the
      meaning specified in Section 6.16(a).

     

    “Wholly
      Owned Subsidiary”
means,
      at any time, any Subsidiary 100% of which all of the Equity Securities are
      owned
      directly or indirectly by the Borrower.

     

    Section
      1.2 Terms
      Generally.
      The
      definitions of terms herein shall apply equally to the singular and plural
      forms
      of the terms defined. Whenever the context may require, any pronoun shall
      include the corresponding masculine, feminine and neuter forms. The words
“include”,
      “includes”
      and
“including”
      shall be
      deemed to be followed by the phrase “without
      limitation”.
      The
      word “will”
      shall be
      construed to have the same meaning and effect as the word “shall”.
      Unless
      the context requires otherwise (a) any definition of or reference to any
      agreement, instrument or other document herein shall be construed as referring
      to such agreement, instrument or other document as from time to time amended,
      supplemented or otherwise modified (subject to any restrictions on such
      amendments, supplements or modifications set forth herein), (b) any reference
      herein to any Person shall be construed to include such Person’s
      successors and assigns, (c) the words “herein”,
      “hereof”
      and
“hereunder”,
      and
      words of similar import, shall be construed to refer to this Agreement in its
      entirety and not to any particular provision hereof, and (d) all references
      herein to Articles, Sections, Exhibits and Schedules shall be construed to
      refer
      to Articles and Sections of, and Exhibits and Schedules to, this
      Agreement.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    Section
      1.3 Accounting
      Terms.
      All
      accounting terms not specifically or completely defined herein shall be
      construed in conformity with, and all financial data (including financial ratios
      and other financial calculations) required to be submitted pursuant to this
      Agreement shall be prepared in conformity with, GAAP, applied in a manner
      consistent with that used in preparing the audited Consolidated Financial
      Statements of the Borrower referred to in Section 4.1(e)(i),
      except
      as otherwise specifically prescribed herein. For purposes of the calculations
      of
      Interest Coverage Ratio and Leverage Ratio, any income attributable to any
      direct or indirect non-Wholly-Owned Subsidiary of the Borrower shall be included
      only to the extent that such income is available without restrictions to the
      Borrower and any expense attributable to any non-Wholly Owned Subsidiary of
      the
      Borrower shall be included on a pro-rata basis based upon the
      Borrower’s
      direct
      or indirect equity interest in such non-Wholly Owned Subsidiary.

     

    ARTICLE
      II

    THE
      CREDIT FACILITIES

     

    Section
      2.1 Term
      Loan Facility.

     

    (a) Term
      Loan Commitments.
      Subject
      to the terms and conditions set forth herein, each Term Loan Lender severally
      agrees to make a term loan (each a “Term
      Loan”
      and
      collectively the “Term
      Loans”)
      to the
      Borrower on the Effective Date in an aggregate principal amount not to exceed
      the Term Loan Commitment of such Term Loan Lender. Each Term Loan shall be
      made
      as part of a Term Loan Borrowing consisting of Term Loans made by the Term
      Loan
      Lenders ratably in accordance with their respective Pro Rata Shares. The Term
      Loans shall be available in a single Borrowing in an amount not exceeding
      $150,000,000 for the purposes specified in Section 2.7(a).

     

    (b) Term
      Loan Borrowing Procedures.

     

    (i) To
      request a Term Loan Borrowing, the Borrower shall deliver to the Administrative
      Agent an irrevocable Term Loan Borrowing Request in the form of Exhibit A-1,
      appropriately completed, which Borrowing Request specifies:

     

    (A) the
      aggregate amount of the requested Term Loan Borrowing;

     

    (B) the
      proposed date of such Term Loan Borrowing, which shall be a Business Day;
      and

     

    (C) the
      initial Interest Period to be applicable thereto.

     

    The
      Term
      Loan Borrowing Request must be received by the Administrative Agent not later
      than 11:00 a.m., New York time, three (3) Business Days before the date of
      the
      proposed Term Loan Borrowing and not earlier than 11:00 a.m., New York time,
      seven (7) Business Days before the date of the proposed Term Loan
      Borrowing.

     

    
      
        
        

      

      
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    (ii) Promptly
      following receipt of a Term Loan Borrowing Request in accordance with this
      Section 2.1,
      the
      Administrative Agent shall advise each Term Loan Lender of the details thereof
      and of the amount of such Term Loan Lender’s
      Loan to
      be made as part of the requested Term Loan Borrowing. Each Term Loan Lender
      shall make each Term Loan to be made by it hereunder on the proposed date
      thereof by wire transfer of immediately available funds by 5:00 p.m., New York
      time, to the account of the Administrative Agent most recently designated by
      it
      for such purpose by notice to the Term Loan Lenders. Upon satisfaction of the
      applicable conditions set forth in Article IV,
      the
      Administrative Agent will make such Term Loans available to the Borrower by
      wire
      transfer of such funds, in accordance with instructions reasonably acceptable
      to
      the Administrative Agent provided by the Borrower.

     

    (iii) Unless
      the Administrative Agent shall have been notified in writing by any Term Loan
      Lender prior to the proposed date of any Term Loan Borrowing that such Term
      Loan
      Lender will not make available to the Administrative Agent such Term Loan
      Lender’s
      share
      of such Term Loan Borrowing, the Administrative Agent may assume that such
      Term
      Loan Lender will make such amount available to the Administrative Agent on
      such
      date in accordance with Section 2.1(b)(ii)
      and may,
      in reliance upon such assumption, make available to the Borrower a corresponding
      amount. If a Term Loan Lender has not in fact made its share of the applicable
      Term Loan Borrowing available to the Administrative Agent, such Term Loan Lender
      shall forthwith pay to the Administrative Agent on demand such corresponding
      amount with interest thereon, for each day from and including the date such
      amount is made available to the Borrower to but excluding the date of payment
      to
      the Administrative Agent, at the Federal Funds Rate. If such Term Loan Lender
      does not pay such amount within three (3) Business Days after the date of such
      Term Loan Borrowing, the Administrative Agent may make a demand therefor from
      the Borrower, and the Borrower shall, without limitation of the
      Borrower’s
      rights
      against the defaulting Lender, pay such amount to the Administrative Agent,
      together with interest thereon from the date such amount was made available
      to
      the Borrower at the interest rate per annum applicable to the Term Loans
      advanced on the date of such Term Loan Borrowing. A notice of the Administrative
      Agent submitted to any Term Loan Lender or the Borrower with respect to any
      amounts owing under this paragraph shall be conclusive in the absence of
      demonstrable error.

     

    (iv) The
      failure of any Term Loan Lender to make any Term Loan required to be made by
      it
      shall not relieve any other Term Loan Lender of its obligations hereunder;
      provided
      that the
      Term Loan Commitments of the Term Loan Lenders are several and no Term Loan
      Lender shall be responsible for any other Term Loan Lender’s
      failure
      to make any Term Loan as required herein.

     

    Section
      2.2 Capital
      Expenditure Loan Facility.

     

    (a) Capital
      Expenditure Loan Commitments.
      Subject
      to the terms and conditions set forth herein, each Capital Expenditure Loan
      Lender severally agrees to make a term loan (each a “Capital
      Expenditure Loan”
      and
      collectively the “Capital
      Expenditure Loans”)
      to the
      Borrower in an aggregate principal amount not to exceed the Capital Expenditure
      Loan Commitment of such Capital Expenditure Loan Lender. Each Capital
      Expenditure Loan shall be made as part of a Capital Expenditure Loan Borrowing
      consisting of Capital Expenditure Loans made by the Capital Expenditure Loan
      Lenders ratably in accordance with their respective Pro Rata Shares. The Capital
      Expenditure Loans shall be available in multiple Borrowings, not to exceed
      ten
      (10) Borrowings in any twelve-month period in an amount not exceeding
      $20,000,000 for the purposes specified in Section 2.7(b).

     

    
      
        
        

      

      
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    (b) Capital
      Expenditure Loan Borrowing Procedures.

     

    (i) To
      request a Capital Expenditure Loan Borrowing, the Borrower shall deliver to
      the
      Administrative Agent an irrevocable Capital Expenditure Loan Borrowing Request
      in the form of Exhibit A-2,
      appropriately completed, which Capital Expenditure Borrowing Request
      specifies:

     

    (A) the
      aggregate amount of the requested Capital Expenditure Loan Borrowing (which
      shall be not less than $250,000 and shall be an integral multiple of
      $10,000);

     

    (B) the
      proposed date of such Capital Expenditure Loan Borrowing, which shall be a
      Business Day; and

     

    (C) whether
      the requested Capital Expenditure Loan is to bear interest based on the Base
      Rate or LIBOR and, if the requested Capital Expenditure Loan is to be made
      with
      respect to LIBOR, the initial Interest Period selected by the Borrower for
      such
      Capital Expenditures Loans in accordance with Section 2.5.

     

    The
      Capital Expenditure Loan Borrowing Request must be received by the
      Administrative Agent not later than 11:00 a.m., New York time, three (3)
      Business Days before the date of the proposed Capital Expenditure Loan Borrowing
      in the case of a LIBOR Loan and one (1) Business Days before the date of the
      proposed Capital Expenditure Loan Borrowing in the case of a Base Rate Loan
      and
      not earlier than 11:00 a.m., New York time, seven (7) Business Days before
      the
      date of the proposed Capital Expenditure Borrowing.

     

    (ii) Promptly
      following receipt of a Capital Expenditure Loan Borrowing Request in accordance
      with this Section 2.2,
      the
      Administrative Agent shall advise each Capital Expenditure Loan Lender of the
      details thereof and of the amount of such Capital Expenditure Loan
      Lender’s
      Loan to
      be made as part of the requested Capital Expenditure Loan Borrowing. Each
      Capital Expenditure Loan Lender shall make each Capital Expenditure Loan to
      be
      made by it hereunder on the proposed date thereof by wire transfer of
      immediately available funds by 5:00 p.m., New York time, to the account of
      the
      Administrative Agent most recently designated by it for such purpose by notice
      to the Capital Expenditure Loan Lenders. Upon satisfaction of the applicable
      conditions set forth in Article IV,
      the
      Administrative Agent will make such Capital Expenditure Loans available to
      the
      Borrower by wire transfer of such funds, in accordance with instructions
      reasonably acceptable to the Administrative Agent provided by the
      Borrower.

     

    
      
        
        

      

      
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    (iii) Unless
      the Administrative Agent shall have been notified in writing by any Capital
      Expenditure Loan Lender prior to the proposed date of any Capital Expenditure
      Loan Borrowing that such Capital Expenditure Loan Lender will not make available
      to the Administrative Agent such Capital Expenditure Loan Lender’s
      share
      of such Capital Expenditure Loan Borrowing, the Administrative Agent may assume
      that such Capital Expenditure Loan Lender will make such amount available to
      the
      Administrative Agent on such date in accordance with Section 2.2(b)(ii)
      and may,
      in reliance upon such assumption, make available to the Borrower a corresponding
      amount. If a Capital Expenditure Loan Lender has not in fact made its share
      of
      the applicable Capital Expenditure Loan Borrowing available to the
      Administrative Agent, such Capital Expenditure Loan Lender shall forthwith
      pay
      to the Administrative Agent on demand such corresponding amount with interest
      thereon, for each day from and including the date such amount is made available
      to the Borrower to but excluding the date of payment to the Administrative
      Agent, at the Federal Funds Rate. If such Capital Expenditure Loan Lender does
      not pay such amount within three (3) Business Days after the date of such
      Capital Expenditure Loan Borrowing, the Administrative Agent may make a demand
      therefor from the Borrower, and the Borrower shall, without limitation of the
      Borrower’s
      rights
      against the defaulting Lender, pay such amount to the Administrative Agent,
      together with interest thereon from the date such amount was made available
      to
      the Borrower at the interest rate per annum applicable to the Capital
      Expenditure Loans advanced on the date of such Capital Expenditure Loan
      Borrowing. A notice of the Administrative Agent submitted to any Capital
      Expenditure Loan Lender or the Borrower with respect to any amounts owing under
      this paragraph shall be conclusive in the absence of demonstrable
      error.

     

    (iv) The
      failure of any Capital Expenditure Loan Lender to make any Capital Expenditure
      Loan required to be made by it shall not relieve any other Capital Expenditure
      Loan Lender of its obligations hereunder; provided
      that the
      Capital Expenditure Loan Commitments of the Capital Expenditure Loan Lenders
      are
      several and no Capital Expenditure Loan Lender shall be responsible for any
      other Capital Expenditure Loan Lender’s
      failure
      to make any Capital Expenditure Loan as required herein.

     

    Section
      2.3 Revolving
      Loan Facility.

     

    (a) Revolving
      Loan Commitments.
      Subject
      to the terms and conditions set forth herein, the Revolving Loan Lenders agree
      to make loans (each, a “Revolving
      Loan”)
      to the
      Borrower from time to time during the Revolving Loan Commitment Period in such
      amounts as the Borrower may request under this Section 2.3;
      provided
      that the
      aggregate principal amount outstanding of all Revolving Loans made by the
      Revolving Loan Lenders after giving effect to all prepayments and repayments
      thereof shall not exceed the Total Revolving Loan Commitment at any given time.
      Each Revolving Loan shall be made as part of a Revolving Loan Borrowing
      consisting of Revolving Loans made by the Revolving Loan Lenders ratably in
      accordance with their respective Pro Rata Shares. Within the foregoing limits,
      and subject to the other terms and conditions hereof, the Borrower may borrow,
      repay and reborrow Revolving Loans until the last day of the Revolving Loan
      Commitment Period.

     

    
      
        
        

      

      
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    (b) Revolving
      Loan Borrowing Procedures.

     

    (i) To
      request a Revolving Loan Borrowing, the Borrower shall deliver to the
      Administrative Agent an irrevocable Revolving Loan Borrowing Request in the
      form
      of Exhibit A-3,
      appropriately completed and duly signed by a Responsible Officer of the
      Borrower, which Revolving Loan Borrowing Request shall specify:

     

    (A) the
      aggregate amount of the requested Revolving Loan Borrowing (which shall be
      not
      less than $250,000 and shall be an integral multiple of $10,000);

     

    (B) the
      proposed date of such Revolving Loan Borrowing, which shall be a Business Day;
      and

     

    (C) whether
      the requested Revolving Loan is to bear interest based on the Base Rate or
      LIBOR
      and, if the requested Revolving Loan is to be made with respect to LIBOR, the
      initial Interest Period selected by the Borrower for such Revolving Loans in
      accordance with Section 2.5.

     

    Each
      Revolving Loan Borrowing Request must be received by the Administrative Agent
      not later than 11:00 a.m., New York time, three (3) Business Days before the
      date of such proposed Revolving Loan Borrowing in the case of a LIBOR Loan
      and
      one (1) Business Days before the date of the proposed Revolving Loan Borrowing
      in the case of a Base Rate Loan and not earlier than 11:00 a.m., New York time,
      seven (7) Business Days before the date of such proposed Revolving Loan
      Borrowing.

     

    (ii) Promptly
      following receipt of a Revolving Loan Borrowing Request in accordance with
      this
Section 2.3,
      the
      Administrative Agent shall advise each Revolving Loan Lender of the details
      thereof and of the amount of such Revolving Loan Lender’s
      Loan to
      be made as part of the requested Revolving Loan Borrowing. Subject to
clause (c)
      below,
      each Revolving Loan Lender shall make each Revolving Loan to be made by it
      hereunder on the proposed date thereof by wire transfer of immediately available
      funds by 5:00 p.m., New York time, to the account of the Administrative Agent
      most recently designated by it for such purpose by notice to the Revolving
      Loan
      Lenders. Upon satisfaction of the applicable conditions set forth in
Article IV,
      the
      Administrative Agent will make such Revolving Loans available to the Borrower
      by
      wire transfer of such funds, in accordance with instructions reasonably
      acceptable to the Administrative Agent provided by the Borrower.

     

    (iii) Unless
      the Administrative Agent shall have been notified in writing by any Revolving
      Loan Lender prior to the proposed date of any Revolving Loan Borrowing that
      such
      Revolving Loan Lender will not make available to the Administrative Agent such
      Revolving Loan Lender’s
      share
      of such Revolving Loan Borrowing, the Administrative Agent may assume that
      such
      Revolving Loan Lender will make such amount available to the Administrative
      Agent on such date in accordance with Section 2.3(b)(ii)
      and may,
      in reliance upon such assumption, make available to the Borrower a corresponding
      amount. If a Revolving Loan Lender has not in fact made its share of the
      applicable Revolving Loan Borrowing available to the Administrative Agent,
      such
      Revolving Loan Lender shall forthwith pay to the Administrative Agent on demand
      such corresponding amount with interest thereon, for each day from and including
      the date such amount is made available to the Borrower to but excluding the
      date
      of payment to the Administrative Agent, at the Federal Funds Rate. If such
      Revolving Loan Lender does not pay such amount within three (3) Business Days
      after the date of such Revolving Loan Borrowing, the Administrative Agent may
      make a demand therefor from the Borrower, and the Borrower shall, without
      limitation of the Borrower’s
      rights
      against the defaulting Lender, pay such amount to the Administrative Agent,
      together with interest thereon from the date such amount was made available
      to
      the Borrower at the interest rate per annum applicable to the Revolving Loans
      advanced on the date of such Revolving Loan Borrowing. A notice of the
      Administrative Agent submitted to any Revolving Loan Lender or the Borrower
      with
      respect to any amounts owing under this paragraph shall be conclusive in the
      absence of demonstrable error.

     

    
      
        
        

      

      
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    (iv) The
      failure of any Revolving Loan Lender to make any Revolving Loan required to
      be
      made by it shall not relieve any other Revolving Loan Lender of its obligations
      hereunder; provided
      that the
      Revolving Loan Commitments of the Revolving Loan Lenders are several and no
      Revolving Loan Lender shall be responsible for any other Revolving Loan
      Lender’s
      failure
      to make any Revolving Loan as required herein. 

     

    (c) Clean-Up.
      Notwithstanding the provisions of Section 2.3(a)
      and (b),
      (i) no Borrowings may be made under Section 2.3(a)
      during
      any Clean-Up Period and (ii) the Borrower shall prepay all amounts
      outstanding under the Revolving Loan on the first day of each Clean-Up Period
      in
      accordance with Section 2.9(c)(ix);
      provided
      that the
      foregoing obligation in this clause (ii) shall not apply to any Letters of
      Credit that have been issued and are outstanding.

     

    (d) Conversion
      of Revolving Loans.
      Subject
      to Section
      3.5,
      the
      Borrower may convert any Revolving Loan Borrowing from one Type of Revolving
      Loan Borrowing to the other Type; provided
      that no
      Revolving Loan that is a Base Rate Loan may be converted into a Revolving Loan
      that is a LIBOR Loan after the occurrence and during the continuance of an
      Event
      of Default; provided,
      further,
      that
      any conversion of a Revolving Loan that is a LIBOR Loan on any day other than
      the last day of the Interest Period therefor shall be subject to the payments
      required under Section
      3.5.
      To
      request a conversion of a Revolving Loan Borrowing, the Borrower shall deliver
      to the Administrative Agent a Notice of Revolving Loan Conversion, appropriately
      completed and duly executed by a Responsible Officer of the Borrower, which
      Notice of Revolving Loan Conversion shall specify:

     

    (i) the
      Revolving Loan Borrowing which is to be converted;

     

    (ii) the
      Type
      of Revolving Loan Borrowing into which such Revolving Loan Borrowing is to
      be
      converted; and

     

    (iii) the
      proposed date of the requested conversion, which shall be a Business
      Day.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    Each
      Notice of Revolving Loan Conversion must be received by the Administrative
      Agent
      not later than 11:00 a.m., New York time, three (3) Business Days before the
      date of the requested conversion (and one (1) Business Day before the date
      of
      conversion, in the case of a conversion to a Base Rate Revolving
      Loan).

     

    (e) Existing
      Letters of Credit.
      As of
      the Effective Date, the Existing Letters of Credit shall be deemed to be Letters
      of Credit for purposes of this Agreement. 

     

    Section
      2.4 Interest.

     

    (a) Each
      LIBOR Loan shall bear interest during each Interest Period at a rate per annum
      equal to LIBOR for such Interest Period plus
      the
      Applicable Margin. Each Base Rate Loan shall bear interest at a rate per annum
      equal to the Base Rate.

     

    (b) Notwithstanding
      the foregoing, if any principal of or interest on any Loan or any fee or other
      amount payable by the Borrower hereunder is not paid when due, whether at stated
      maturity, upon acceleration or otherwise, such overdue amount shall bear
      interest, after as well as before judgment, at a rate per annum equal to the
      Default Rate. Accrued and unpaid interest on past due amounts shall be due
      and
      payable on demand.

     

    (c) Accrued
      interest on each Loan shall be payable in arrears on each Interest Payment
      Date
      for such Loan and at such other times as may be specified herein.

     

    (d) All
      interest under this Section 2.4
      shall be
      computed on the basis of a year of 360 days. The applicable LIBOR or Base Rate
      shall be determined by the Administrative Agent, and such determination shall
      be
      conclusive absent demonstrable error.

     

    Section
      2.5 Interest
      Periods.

     

    (a) Subject
      to clauses (b),
      (c),
      (d)
      and (e)
      below,
      the Borrower shall select the initial Interest Period for each LIBOR Loan in
      the
      relevant Borrowing Request and shall select each subsequent Interest Period
      for
      such LIBOR Loan in an irrevocable notice received by the Administrative Agent
      not later than 11:00 a.m., New York time, three (3) Business Days before the
      start of that Interest Period.

     

    (b) The
      Term
      Loans shall at any given time each be subject to a single Interest Period.
      There
      shall not be more than ten (10) Interest Periods in effect with respect to
      Capital Expenditure Loans and Revolving Loans, respectively, that are LIBOR
      Loans at any given time. For the avoidance of doubt, if a Borrowing of new
      Revolving Loans Borrowing that is a LIBOR Loan occurs on the first day of an
      Interest Period for any Revolving Loans that are LIBOR Loans previously
      outstanding (and intended to remain outstanding after such new Revolving Loan
      Borrowing), the Interest Periods for such Loans will be consolidated and be
      of
      the same duration, and such Loans will be deemed to be have a single Interest
      Period at any one time for purposes of the foregoing limitation.

     

    (c) No
      Interest Period shall extend beyond the Maturity Date.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    (d) If
      the
      Borrower fails to select an Interest Period for any Borrowing that will be
      a
      LIBOR Loan, the Borrower shall be deemed to have selected an Interest Period
      of
      one (1) month.

     

    (e) If
      an
      Event of Default has occurred and is continuing on the last date of an Interest
      Period for any Revolving Loan that is a LIBOR Loan, the Borrower shall be deemed
      to have selected an Interest Period of one (1) month.

     

    (f) Promptly
      following receipt of a notice from the Borrower selecting an Interest Period,
      the Administrative Agent shall advise each Term Loan Lender, Capital Expenditure
      Loan Lender or Revolving Loan Lender, as applicable, of the details thereof,
      and
      if no timely notice is provided by the Borrower, the Administrative Agent shall
      notify each Term Loan Lender, Capital Expenditure Loan Lender or Revolving
      Loan
      Lender, as applicable, of the details of the applicable Interest
      Period.

     

    (g) The
      duration of each Interest Period until the date that is six months after the
      Effective Date shall be one (1) month.

     

    Section
      2.6 Repayment
      of Loans.

     

    (a) Term
      Loans:

     

    (i) The
      Borrower shall repay to the Administrative Agent for the account of the Term
      Loan Lenders on the Maturity Date the aggregate principal amount of the Term
      Loans outstanding on such date.

     

    (ii) Principal
      amounts of Term Loans repaid prior to the Maturity Date may not be
      reborrowed.

     

    (b) Capital
      Expenditure Loans:

     

    (i) The
      Borrower shall repay to the Administrative Agent for the account of the Capital
      Expenditure Loan Lenders on the Maturity Date the aggregate principal amount
      of
      the Capital Expenditure Loans outstanding on such date.

     

    (ii) Principal
      amounts of Capital Expenditure Loans repaid prior to the Maturity Date may
      not
      be reborrowed.

     

    (c) Revolving
      Loans.
      The
      Borrower shall repay to the Administrative Agent for the account of the
      Revolving Loan Lenders on the Maturity Date the aggregate principal amount
      of
      the Revolving Loans outstanding on such date.

     

    Section
      2.7 Use
      of
      Proceeds of Loans.

     

    (a) Initial
      Borrowing of Term Loans.
      The
      proceeds of the initial Borrowing of Term Loans shall be used solely (i) to
      refinance the Existing Debt, (ii) to pay fees payable on the date of the initial
      Term Loan Borrowing to the Mandated Lead Arranger and the Administrative Agent,
      and (iii) to pay other reasonable costs and expenses incurred by the Borrower
      in
      connection with the closing of the Loans.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    (b) Capital
      Expenditure Loans.
      The
      proceeds of the Capital Expenditure Loans shall be used solely (i) for Growth
      Capital Expenditure and (ii) Maintenance Capital Expenditure; provided,
      that no
      more than $1,000,000 in proceeds from the Capital Expenditure Loans may be
      used
      in any one calendar year for Maintenance Capital Expenditures (except in the
      case of 2007, where the amount which may be used for Maintenance Capital
      Expenditure will be the lesser of (A) $1,000,000 and (B) the amount of
      Maintenance Capital Expenditures consistent with past practices for the same
      period).

     

    (c) Revolving
      Loans.
      The
      proceeds of the Revolving Loans shall be used solely to provide Letters of
      Credit, working capital and general corporate purposes of the Borrower (other
      than for Maintenance Capital Expenditures or Growth Capital
      Expenditures).

     

    (d) No
      Monitoring Obligation.
      The
      Administrative Agent shall not be obligated to monitor or verify the use of
      proceeds of the Term Loans, the Capital Expenditure Loans or the Revolving
      Loans.

     

    Section
      2.8 Termination
      or Reduction of Commitments.

     

    (a) The
      Borrower may, upon notice to the Administrative Agent, terminate the
      Commitments, or from time to time reduce the Commitments; provided
      that (i)
      any such notice shall be received by the Administrative Agent not later than
      11:00 a.m. New York time three (3) Business Days prior to the date of
      termination or reduction and (ii) any such partial reduction shall be in an
      aggregate amount of $500,000 and in increments of $200,000 in excess thereof.
      The Administrative Agent will promptly notify the applicable Lenders of any
      such
      notice of termination or reduction of any of the Commitments. Any reduction
      of
      the Term Loan Commitments, the Capital Expenditure Loan Commitments and the
      Revolving Loan Commitments shall be made ratably among the Term Loan Lenders,
      the Capital Expenditure Loan Lenders and the Revolving Loan Lenders, as the
      case
      may be, in accordance with their respective Commitments. All commitment fees
      accrued until the effective date of any termination of the Commitments shall
      be
      paid on the effective date of such termination.

     

    (b) The
      Term
      Loan Commitments shall automatically terminate on the Term Loan Commitment
      Termination Date.

     

    (c) The
      Capital Expenditure Loan Commitments shall automatically terminate on the
      Capital Expenditure Loan Commitment Termination Date.

     

    (d) The
      Revolving Loan Commitments shall automatically terminate on the Revolving Loan
      Commitment Termination Date.

     

    (e) Any
      termination or reduction of any of the Commitments shall be
      permanent.

     

    (f) The
      Revolving Loan Commitments shall automatically be reduced by the amount of
      any
      LC Reduction. 

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    Section
      2.9 Prepayments.

     

    (a) Terms
      of All Prepayments.
      Each
      prepayment of Loans may be made without premium or penalty provided that it
      shall be accompanied by accrued interest on the amount prepaid, any additional
      amounts required pursuant to Section 3.5
      and any
      Hedging Termination Obligations payable in connection therewith.

     

    (b) Optional
      Prepayments.

     

    (i) The
      Borrower may at any time or from time to time voluntarily prepay Loans in whole
      or in part (subject to Section 3.5);
      provided
      that the
      Borrower shall deliver notice to the Administrative Agent of any prepayment
      hereunder, which notice must be received by the Administrative Agent not later
      than 11:00 a.m. New York time five (5) Business Days prior to any proposed
      date
      of prepayment of Term Loans, Capital Expenditure Loans or Revolving Loans.
      Any
      prepayment of Loans pursuant to this Section 2.9(b)
      shall be
      in a principal amount of $500,000 or a whole multiple of $100,000 in excess
      thereof or, if less, the entire principal amount thereof then outstanding.
      Each
      such notice shall be irrevocable and shall specify (A) the date and amount
      of
      such prepayment, (B) whether the prepayment is of Term Loans, Capital
      Expenditure Loans or Revolving Loans or a combination thereof, and, if a
      combination thereof, the amount of prepayment allocable to each, and (C) with
      respect to prepayments of Revolving Loans, the amounts to be applied to each
      Revolving Loan outstanding.

     

    (ii) Promptly
      following receipt of any such notice of voluntary prepayment, the Administrative
      Agent shall advise the applicable Lenders of the contents thereof.

     

    (iii) Any
      prepayment pursuant to this Section 2.9(b)
      applied
      to prepay (i) the Term Loan or the Capital Expenditure Loan may not be
      reborrowed and (ii) the Revolving Loans may be reborrowed.

     

    (c) Mandatory
      Prepayments.

     

    (i) If
      during
      any fiscal year of the Borrower, the aggregate cumulative amount of Net Asset
      Disposition Proceeds for such fiscal year exceeds $1,000,000, the Borrower
      shall, immediately after the completion of each sale or other disposition which
      results in such an excess or an increase in such an excess, prepay the Loans
      in
      an amount equal to 100% of the Net Asset Disposition Proceeds. Notwithstanding
      the foregoing, the Borrower shall not be required to make a prepayment pursuant
      to this clause (i)
      with
      respect to any sale (a “Relevant
      Sale”)
      if the
      Borrower advises the Administrative Agent in writing at the time the Net Asset
      Disposition Proceeds from such Relevant Sale are received that it intends to
      reinvest all or any portion of such Net Asset Disposition Proceeds in (a)
      replacement assets intended for the same or similar use as the assets disposed
      and/or (b) income producing assets which are used in the business of the
      Borrower to the extent that (A) such Net Asset Disposition Proceeds are in
      fact
      committed to be reinvested by the Borrower pursuant to a purchase contract,
      subscription or similar agreement providing for the acquisition of such
      replacement or income producing assets that is executed by the Borrower and
      the
      related seller within 90 days from the date of such Relevant Sale and (B) the
      acquisition of such replacement or income producing assets occurs within 90
      days
      from the date on which such purchase contract is so executed and delivered.
      If,
      at any time after the occurrence of a Relevant Sale and prior to the acquisition
      of the related replacement or income producing assets, either of the 90-day
      periods provided in clause (A)
      or (B)
      of the
      preceding sentence shall elapse without execution of the related purchase
      contract, subscription or similar agreement (in the case of clause (A))
      or the
      occurrence of the related acquisition (in the case of clause (B)) or an
      Event of Default shall have occurred and be continuing, then the Borrower shall
      immediately prepay the Loans in the amount and in the manner described in the
      first sentence of this clause (i).

     

    
      
        
        

      

      
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    (ii) If,
      at
      any time any Loan Party or their respective Subsidiaries incurs any Indebtedness
      (other than Permitted Indebtedness), the Borrower shall, immediately after
      such
      issuance or incurrence, prepay the outstanding Loans in an aggregate principal
      amount equal to 100% of the Net Debt Proceeds of such incurrence of
      Indebtedness.

     

    (iii) If,
      at
      any time any Loan Party or its Subsidiaries issues or sells any Equity
      Securities, the Borrower shall, immediately after such issuance or sale, prepay
      the outstanding Loans in an aggregate principal amount equal to 100% of the
      Net
      Equity Proceeds of such issuance of such Equity Securities; provided,
      that no
      prepayment shall be required in respect of any of the following: (A) any capital
      contribution from any Loan Party in the form of Equity Securities or any
      issuance or sale of Equity Securities by any Subsidiary of the Borrower to
      the
      Borrower or any of the Borrower’s
      Subsidiaries; (B) the issuance by any Loan Party of Equity Securities in
      connection with the formation of Subsidiaries pursuant to transactions otherwise
      permitted pursuant to Sections 7.4
      and 7.5;
      and (C)
      any capital contribution from MDE Parent to the Borrower or any issuance or
      sale
      of Equity Securities by the Borrower to MDE Parent in connection with the making
      of such capital contribution.

     

    (iv) No
      later
      than ten (10) Business Days following the date of receipt by a Loan Party or
      its
      Subsidiaries of any Net Insurance Proceeds that, together with any other Net
      Insurance Proceeds received by the Loan Parties during the fiscal year of the
      Borrower in which such date occurs, exceeds $1,000,000, or if applicable, the
      end of the 180-day period referred to below (or such longer period permitted
      below for the completion of any repair, restoration or replacement of the
      affected Property), the Borrower shall prepay the Loans in an amount equal
      to
      100% of the Net Insurance Proceeds in such fiscal year (excluding any amounts
      used to repair, restore or replace Property in accordance with the immediately
      following proviso); provided
      the
      Borrower shall not be obligated to make a prepayment under this clause (iv)
      if and
      to the extent that the Borrower advises the Administrative Agent in writing
      at
      the time the relevant Loan Party or its Subsidiary receives such proceeds that
      it or another Loan Party or its Subsidiary intends to repair, restore or replace
      the assets from which such Net Insurance Proceeds derived, and does so within
      180 days of receipt thereof or, if such Loan Party or its Subsidiary shall
      have
      commenced such repair, restoration or replacement during such 180-day period
      and
      thereafter proceeds with all due diligence to complete such repair, restoration
      or replacement, such longer period as is reasonably required to complete such
      repair, restoration or replacement (it being understood that any Net Insurance
      Proceeds in excess of $1,000,000 retained by the Borrower but not actually
      expended within such time period to repair, restore or replace the Property
      from
      which such Net Insurance Proceeds derived shall at that time immediately be
      used
      to prepay the Loans in accordance with the first sentence of this clause (iv)).

     

    
      
        
        

      

      
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    (v) If
      any
      Change in Control shall occur, the Borrower shall, prepay the outstanding Term
      Loans, the Capital Expenditure Loans and the outstanding Revolving Loans in
      full.

     

    (vi) Commencing
      on the Calculation Date following the fifth anniversary of the Effective Date
      and on each subsequent Calculation Date, the Borrower shall, promptly and,
      in
      any event, no later than ten (10) Business Days following the last day of each
      such Calculation Date, prepay the Loans with 100% of Excess Cash Flow;
provided,
      that if
      the term of the Use Agreement is extended beyond December 31, 2020 (the
“Revised
      Use Agreement Termination Date”),
      then
      the Borrower shall have the right to (A) notify the Administrative Agent of
      such
      extension by providing a fully executed copy of such amendment to the Use
      Agreement showing such change and (B) deliver to the Administrative Agent
      updated Base Case Projections, reflecting any changes thereto as a consequence
      of the Revised Use Agreement Termination Date (the “Revised
      Base Case Projections”).
      If the
      Model Auditor agrees in writing that the Revised Base Case Projections show
      that
      the Obligations of the Borrower under the Loans can be repaid in full with
      100%
      of Excess Cash Flow as projected for each Calculation Date from the Maturity
      Date of the Term Loans and ending on the Revised Use Agreement Termination
      Date,
      then the requirements of this clause (vi) shall terminate.

     

    (vii) On
      each
      Cash Sweep Date, with amounts that were deposited by the Borrower and its
      Subsidiaries in the Lock-Up Account pursuant to Section 7.6
      following the Calculation Date immediately preceding such Sweep Calculation
      Date
      by two (2) consecutive Calculation Dates.

     

    (viii) If
      during
      any fiscal year of the Borrower, the amount of Net Contract Termination Proceeds
      for such fiscal year exceeds $1,000,000, the Borrower shall, promptly after
      the
      contract termination, cancellation or non-renewal which results in such an
      excess or an increase in such an excess, prepay the Loans in an amount equal
      to
      100% of the Net Contract Termination Proceeds for such fiscal year; provided
      the
      Borrower shall not be obligated to make a prepayment under this clause (viii)
      if and
      to the extent that the Borrower advises the Administrative Agent in writing
      at
      the time the relevant Loan Party or Subsidiary receives such proceeds that
      it or
      another Loan Party intends to reinvest such proceeds, and does so within 180
      days of receipt thereof (it being understood that any Net Contract Termination
      Proceeds in excess of $1,000,000 retained by the Borrower but not actually
      reinvested within such time period shall at that time immediately be used to
      prepay the Loans in accordance with the first sentence of this clause (viii)).

     

    (ix) Solely
      with respect to the Revolving Loan, the Borrower shall, on the first day of
      each
      Clean-Up Period, prepay in full the Revolving Credit Loan then outstanding
      (other than any Letters of Credit then outstanding).

     

    
      
        
        

      

      
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    (x) Solely
      with respect to the Capital Expenditure Loan, the Borrower shall, upon
      termination of any Lock-Up Period, prepay the Capital Expenditure Loan in an
      amount equal to all Capital Expenditure Borrowings made during such Lock-Up
      Period that were used for Maintenance Capital Expenditures (A) first, from
      the
      Lock-Up Account, and (B) secondly, to the extent there are insufficient funds
      in
      the Lock-Up Account, in an amount up to the Excess Cash Flow available on each
      Calculation Date from and including the date such Lock-Up Period
      terminated.

     

    (xi) All
      partial prepayments of the Loans made pursuant to Section 2.9(c)(i)
      through
      (viii) shall be applied to prepay the outstanding Term Loans, then to the
      Capital Expenditure Loans and, after the Term Loans and Capital Expenditure
      Loans have been paid in full, thereafter applied to prepay the outstanding
      Revolving Loans. All partial prepayments of the Loans made pursuant to
Section 2.9(c)(ix)
      shall be
      applied to prepay the Revolving Loan. All partial prepayments of the Loans
      made
      pursuant made pursuant to Section 2.9(c)(x)
      shall be
      applied to prepay the Capital Expenditure Loan.

     

    (xii) Any
      prepayment pursuant to this Section 2.9(c)
      applied
      to prepay (A) the Term Loan or the Capital Expenditure Loan may not be
      reborrowed and (B) the Revolving Loans may be reborrowed.

     

    Section
      2.10 Fees.

     

    (a) Commitment
      Fees.
      The
      Borrower agrees to pay to the Administrative Agent for the account of each
      Lender, as applicable, a commitment fee equal to 30% of the Applicable Margin
      per annum on the daily amount of the Available Commitment, as applicable, of
      such Lender during the period from and including the date hereof to but
      excluding the last day of the Commitment Period, as applicable. Accrued
      commitment fees shall be payable in arrears on the Effective Date and on the
      last Business Day of each March, June, September and December thereafter,
      commencing on the first of such dates to occur after the Effective Date, and
      on
      the last day of the applicable Commitment Period. All commitment fees shall
      be
      calculated on the basis of a year of 360 days and for the actual days elapsed
      (including the first day but excluding the last day).

     

    (b) Letter
      of Credit Fees.
      The
      Borrower agrees to pay (i) to the Administrative Agent for the account of each
      Lender a participation fee with respect to its participations in Letters of
      Credit, which shall accrue at the Applicable Margin on the average daily amount
      of such Lender’s
      LC
      Exposure (excluding any portion thereof attributable to unreimbursed LC
      Disbursements) during the period from and including the Effective Date to but
      excluding the later of the date on which such Lender’s
      Revolving Loan Commitment terminates and the date on which such Lender ceases
      to
      have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall
      accrue at the rate of 0.125% per annum on the average daily amount of the LC
      Exposure (excluding any portion thereof attributable to unreimbursed LC
      Disbursements) during the period from and including the Effective Date to but
      excluding the later of the Revolving Loan Commitment Termination Date and the
      date on which there ceases to be any LC Exposure, as well as the Issuing
      Bank’s
      standard fees with respect to the issuance, amendment, renewal or extension
      of
      any Letter of Credit or processing of drawings thereunder. Participation fees
      and fronting fees accrued through and including the last day of March, June,
      September and December of each year shall be payable on the third Business
      Day
      following such last day, commencing on the first such date to occur after the
      Effective Date; provided
      that all
      such fees shall be payable on the date on which the Revolving Loan Commitments
      terminate and any such fees accruing after the date on which the Revolving
      Loan
      Commitments terminate shall be payable on demand. Any other fees payable to
      the
      Issuing Bank pursuant to this paragraph shall be payable within ten (10) days
      after demand.

     

    
      
        
        

      

      
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    (c) Other
      Fees.
      The
      Borrower agrees to pay to the Mandated Lead Arranger and the Administrative
      Agent for their own respective accounts fees payable in the amounts and at
      the
      times separately agreed upon between the Borrower and such parties, which fees
      shall be deemed to be payable hereunder.

     

    (d) Fees
      Fully Earned When Paid.
      All
      fees shall be fully earned when paid and shall not be refundable under any
      circumstances.

     

    Section
      2.11 Evidence
      of Indebtedness; Notes.
      The
      Loans made by each Lender shall be evidenced by one or more accounts or records
      maintained by such Lender and by the Administrative Agent in the ordinary course
      of business. The accounts or records maintained by the Administrative Agent
      and
      each Lender shall be conclusive absent demonstrable error of the amount of
      the
      Loans made by the Lenders to the Borrower and the interest and payments thereon.
      Any failure to so record or any error in doing so shall not, however, limit
      or
      otherwise affect the obligation of the Borrower hereunder to pay any amount
      owing with respect to the Obligations. In the event of any conflict between
      the
      accounts and records maintained by any Lender and the accounts and records
      of
      the Administrative Agent in respect of such matters, the accounts and records
      of
      the Administrative Agent shall control in the absence of demonstrable error.
      Upon the request of any Lender made through the Administrative Agent, the
      Borrower shall execute and deliver to such Lender (through the Administrative
      Agent) a Note, which shall evidence such Lender’s
      Loans
      in addition to such accounts or records. Each Lender may attach schedules to
      its
      Note and endorse thereon the date, amount and maturity of its Loans and payments
      with respect thereto.

     

    Section
      2.12 Payments
      Generally.

     

    (a) Each
      payment by the Borrower hereunder (whether of principal, interest, fees or
      any
      other amount) shall be made to the Administrative Agent (or to the relevant
      Issuing Bank, in the case of fees payable to it) prior to 5:00 p.m., New York
      time, on the date when due, in Dollars in immediately available funds, without
      condition or deduction for any counterclaim, defense, recoupment or setoff.
      Any
      amounts received after such time on any date may, in the discretion of the
      Administrative Agent, be deemed to have been received on the next succeeding
      Business Day for purposes of calculating interest thereon. All such payments
      shall be made to the account of the Administrative Agent (account number 9950680
      00) at Dresdner Bank AG, New York and Grand Cayman Branches) or such other
      account as may hereafter be designated by the Administrative Agent in writing.
      The Administrative Agent shall distribute any such payments received by it
      for
      the account of any other Person to the appropriate recipient promptly upon
      receipt thereof, in like funds as received.

     

    
      
        
        

      

      
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    (b) If
      any
      payment to be made by the Borrower under any Loan Document becomes due and
      payable on a day other than a Business Day, the date for payment shall be
      extended to the next succeeding Business Day, and such extension of time shall
      be reflected in computing interest or fees.

     

    (c) If
      at any
      time insufficient funds are received by and available to the Administrative
      Agent to pay fully all amounts of principal, interest and fees then due
      hereunder, such funds shall be applied (i) first,
      towards
      payment of interest and fees then due hereunder, ratably among the parties
      entitled thereto in accordance with the amounts of interest and fees then due
      to
      such parties, and (ii) second,
      towards
      payment of principal then due hereunder, ratably among the parties entitled
      thereto in accordance with the amounts of principal then due to such
      parties.

     

    Section
      2.13 Sharing
      of Payments.
      If any
      Lender shall, by exercising any right of set-off or counterclaim or otherwise,
      obtain payment in respect of any principal of or interest on its Term Loans,
      Capital Expenditure Loans or Revolving Loans, resulting in such Lender receiving
      payment of a greater proportion of the aggregate amount of such Loans and
      accrued interest thereon than the proportion received by any other Lender,
      then
      the Lender receiving such greater proportion shall purchase (for cash at face
      value) participations in the Term Loans, Capital Expenditure Loans and Revolving
      Loans of the other Lenders to the extent necessary so that the benefit of all
      such payments shall be shared by the Lenders ratably in accordance with the
      aggregate amount of principal of and accrued interest on their respective Term
      Loans, Capital Expenditure Loans and Revolving Loans; provided
      that (i)
      if any such participations are purchased and all or any portion of the payment
      giving rise thereto is recovered, such participations shall be rescinded and
      the
      purchase price restored to the extent of such recovery, without interest, and
      (ii) the provisions of this paragraph shall not be construed to apply to any
      payment made by the Borrower pursuant to and in accordance with the express
      terms of this Agreement or any payment obtained by a Lender as consideration
      for
      the assignment of or sale of a participation in any of its Loans to any assignee
      or participant, other than to the Borrower or Affiliate thereof (as to which
      the
      provisions of this paragraph shall apply). The Borrower consents to the
      foregoing and agrees, to the extent it may effectively do so under applicable
      Legal Requirement, that any Lender acquiring a participation pursuant to the
      foregoing arrangements may exercise against the Borrower all its rights of
      payment (including the right of set-off) with respect to such participation
      as
      fully as if such Lender were a direct creditor of the Borrower in the amount
      of
      such participation.

     

    Section
      2.14 Letters
      of Credit.

     

    (a) General.
      Subject to the terms and conditions set forth herein, the Borrower shall be
      entitled to request from the Issuing Bank the issuance of stand-by letters
      of
      credit in lieu of Revolving Loan Borrowings from amounts available under the
      Revolving Loan Commitment up to the LC Sublimit, at any time and from time
      to
      time during the Revolving Loan Availability Period in a face amount of not
      less
      than $100,000. The Borrower shall at all times be the account party under any
      Letter of Credit and all Letters of Credit shall be issued in a form reasonably
      acceptable to the Borrower, the Administrative Agent and the Issuing Bank.
      In
      the event of any inconsistency between the terms and conditions of this
      Agreement and the terms and conditions of any form of letter of credit
      application or other agreement submitted by the Borrower to, or entered into
      by
      the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms
      and conditions of this Agreement shall control.

     

    
      
        
        

      

      
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    (b) Notice
      of Issuance, Amendment, Renewal, or Extension; Certain
      Conditions.
      To
      request the issuance of a Letter of Credit (or the amendment, renewal or
      extension of an outstanding Letter of Credit), the Borrower shall hand deliver
      or telecopy (or transmit by electronic communication, if arrangements for doing
      so have been approved by the Issuing Bank) to the Issuing Bank and the
      Administrative Agent (reasonably in advance of the requested date of issuance,
      amendment, renewal or extension) a Letter of Credit Borrowing Request requesting
      the issuance of a Letter of Credit, or identifying the Letter of Credit to
      be
      amended, renewed or extended, and specifying the date of issuance, amendment,
      renewal or extension (which shall be a Business Day), the date on which such
      Letter of Credit is to expire (which shall comply with clause ‎(c)
      below),
      the amount of such Letter of Credit, the name and address of the beneficiary
      thereof and such other information as shall be necessary to prepare, amend,
      renew or extend such Letter of Credit. Such Letter of Credit Borrowing Request
      shall be delivered no later than 12:00 Noon, Chicago time, at least three (3)
      Business Days but in any event not more than seven (7) Business Days prior
      to
      the requested date of issuance. If requested by the Issuing Bank, the Borrower
      also shall submit a letter of credit application on the Issuing Bank’s
      standard form in connection with any request for a Letter of Credit. A Letter
      of
      Credit shall be issued, amended, renewed or extended only if (and upon issuance,
      amendment, renewal or extension of each Letter of Credit the Borrower shall
      be
      deemed to represent and warrant that), after giving effect to such issuance,
      amendment, renewal or extension the sum of the total Revolving Loan Credit
      Exposures shall not exceed the aggregate Revolving Loan
      Commitments.

     

    (c) Expiration
      Date.
      Each
      Letter of Credit shall expire at or prior to the close of business on the
      earlier of (i) the date one (1) year after the date of the issuance of such
      Letter of Credit (or in the case of any renewal or extension thereof, one year
      after such renewal or extension), and in such case may provide for automatic
      renewal or extension thereof if notice to the contrary is not delivered by
      the
      Issuing Bank and (ii) the date that is one (1) Business Day prior to the
      Maturity Date.

     

    (d) Participations.
      By the
      issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing
      the amount thereof) and without any further action on the part of the Issuing
      Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each
      Lender hereby acquires from the Issuing Bank, a participation in such Letter
      of
      Credit equal to such Lender’s
      Pro
      Rata Share (based upon the respective Revolving Loan Commitments of the Lenders)
      of the aggregate amount available to be drawn under such Letter of Credit.
      In
      consideration and in furtherance of the foregoing, each Lender hereby absolutely
      and unconditionally agrees to pay to the Administrative Agent, for the account
      of the Issuing Bank, such Lender’s
      Pro
      Rata Share of each LC Disbursement made by the Issuing Bank and not reimbursed
      by the Borrower on the date due as provided in clause (e),
      below,
      or of any reimbursement payment required to be refunded to the Borrower for
      any
      reason. Each Lender acknowledges and agrees that its obligation to acquire
      participations pursuant to this clause (d) in respect of Letters of Credit
      is absolute and unconditional and shall not be affected by any circumstance
      whatsoever, including any amendment, renewal or extension of any Letter of
      Credit or the occurrence and continuance of a Default or reduction or
      termination of the Revolving Loan Commitment, and that each such payment shall
      be made without any offset, abatement, withholding or reduction
      whatsoever.

     

    
      
        
        

      

      
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    (e) Reimbursement.
      If the
      Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit,
      the Borrower shall reimburse such LC Disbursement by paying to the
      Administrative Agent an amount equal to such LC Disbursement not later than
      12:00 noon, New York time, on the date that such LC Disbursement is made, if
      the
      Borrower shall have received notice of such LC Disbursement prior to 10:00
      a.m.,
      New York time, on such date, or, if such notice has not been received by the
      Borrower prior to such time on such date, then not later than 12:00 noon, New
      York time, on (i) the Business Day that the Borrower receives such notice,
      if
      such notice is received prior to 10:00 a.m., New York time, on the day of
      receipt or (ii) the Business Day immediately following the day that the Borrower
      receives such notice, if such notice is not received prior to such time on
      the
      day of receipt; provided,
      that
      the Borrower shall be entitled, subject to the conditions to borrowing Revolving
      Loans set forth in this Agreement, to apply the proceeds of a Revolving Loan
      Borrowing to the repayment of such LC Disbursement. If the Borrower fails to
      make such payment when due, the Administrative Agent shall notify each Lender
      of
      the applicable LC Disbursement, the payment then due from the Borrower in
      respect thereof and such Lender’s
      Pro
      Rata Share thereof. Promptly following receipt of such notice, each Lender
      shall
      pay to the Administrative Agent its Pro Rata Share of the payment then due
      from
      the Borrower, in the same manner as provided in ‎Section 2.3(b)
      with
      respect to Loans made by such Lender (and ‎Section 2.3(b)
      shall
      apply, mutatis mutandis,
      to the
      payment obligations of the Lenders), and the Administrative Agent shall promptly
      pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly
      following receipt by the Administrative Agent of any payment from the Borrower
      pursuant to this clause (e),
      the
      Administrative Agent shall distribute such payment to the Issuing Bank or,
      to
      the extent that Lenders have made payments pursuant to this clause (e)
      to
      reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their
      interests may appear. Any payment made by a Lender pursuant to this clause (e)
      to
      reimburse the Issuing Bank for any LC Disbursement shall not constitute a Loan
      and shall not relieve the Borrower of its obligation to reimburse such LC
      Disbursement.

     

    (f) Obligations
      Absolute.
      The
      Borrower’s
      obligation to reimburse LC Disbursements as provided in clause ‎(e)
      above
      shall be absolute, unconditional and irrevocable, and shall be performed
      strictly in accordance with the terms of this Agreement under any and all
      circumstances whatsoever and irrespective of (i) any lack of validity or
      enforceability of any Letter of Credit or this Agreement, or any term or
      provision therein, (ii) any draft or other document presented under a Letter
      of
      Credit proving to be forged, fraudulent or invalid in any respect or any
      statement therein being untrue or inaccurate in any respect, (iii) payment
      by
      the Issuing Bank under a Letter of Credit against presentation of a draft or
      other document that does not comply with the terms of such Letter of Credit,
      or
      (iv) any other event or circumstance whatsoever, whether or not similar to
      any
      of the foregoing, that might, but for the provisions of this ‎Section 2.14
      constitute a legal or equitable discharge of, or provide a right of setoff
      against, the Borrower’s
      obligations hereunder. Neither the Administrative Agent, the Lenders nor the
      Issuing Bank, nor any of their related parties, shall have any liability or
      responsibility by reason of or in connection with the issuance or transfer
      of
      any Letter of Credit or any payment or failure to make any payment thereunder
      (irrespective of any of the circumstances referred to in the preceding
      sentence), or any error, omission, interruption, loss or delay in transmission
      or delivery of any draft, notice or other communication under or relating to
      any
      Letter of Credit (including any document required to make a drawing thereunder),
      any error in interpretation of technical terms or any consequence arising from
      causes beyond the control of the Issuing Bank; provided
      that the
      foregoing shall not be construed to excuse the Issuing Bank from liability
      to
      the Borrower to the extent of any direct damages (as opposed to consequential
      damages, claims in respect of which are hereby waived by the Borrower to the
      extent permitted by applicable law) suffered by the Borrower that are caused
      by
      the Issuing Bank’s
      failure
      to exercise care when determining whether drafts and other documents presented
      under a Letter of Credit comply with the terms thereof. The parties hereto
      expressly agree that, in the absence of gross negligence or willful misconduct
      on the part of the Issuing Bank (as finally determined by a court of competent
      jurisdiction), the Issuing Bank shall be deemed to have exercised care in each
      such determination. In furtherance of the foregoing and without limiting the
      generality thereof, the parties agree that, with respect to documents presented
      which appear on their face to be in substantial compliance with the terms of
      a
      Letter of Credit, the Issuing Bank may, in its sole discretion, either accept
      and make payment upon such documents without responsibility for further
      investigation, regardless of any notice or information to the contrary, or
      refuse to accept and make payment upon such documents if such documents are
      not
      in strict compliance with the terms of such Letter of Credit.

     

    
      
        
        

      

      
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    (g) Disbursement
      Procedures.
      The
      Issuing Bank shall, promptly following its receipt thereof, examine all
      documents purporting to represent a demand for payment under a Letter of Credit.
      The Issuing Bank shall promptly notify the Administrative Agent and the Borrower
      by telephone (confirmed by telecopy) of such demand for payment and whether
      the
      Issuing Bank has made or will make an LC Disbursement thereunder; provided
      that any
      failure to give or delay in giving such notice shall not relieve the Borrower
      of
      its obligation to reimburse the Issuing Bank and the Lenders with respect to
      any
      such LC Disbursement.

     

    (h) Interim
      Interest.
      If the
      Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall
      reimburse such LC Disbursement in full on the date such LC Disbursement is
      made,
      the unpaid amount thereof shall bear interest, for each day from and including
      the date such LC Disbursement is made to but excluding the date that the
      Borrower reimburses such LC Disbursement, at the Alternate Base Rate plus the
      Applicable Margin; provided
      that, if
      the Borrower fails to reimburse or finance such LC Disbursement when due
      pursuant to clause ‎(e)
      above,
      then interest shall be paid on such past due amounts at the Default Rate.
      Interest accrued pursuant to this clause (h)
      shall be
      for the account of the Issuing Bank, except that interest accrued on and after
      the date of payment by any Lender pursuant to clause (e) above to reimburse
      the
      Issuing Bank shall be for the account of such Lender to the extent of such
      payment.

     

    (i) Replacement
      of the Issuing Bank.
      The
      Issuing Bank may be replaced by any of the other Lenders at any time by written
      agreement among the Borrower, the Administrative Agent, the replaced Issuing
      Bank and the successor Issuing Bank. The Administrative Agent shall notify
      the
      Lenders of any such replacement of the Issuing Bank. At the time any such
      replacement shall become effective, the Borrower shall pay all unpaid fees
      accrued for the account of the replaced Issuing Bank pursuant to ‎Section 2.10(b).
      From
      and after the effective date of any such replacement, (i) the successor Issuing
      Bank shall have all the rights and obligations of the Issuing Bank under this
      Agreement with respect to Letters of Credit to be issued thereafter and (ii)
      references herein to the term “Issuing
      Bank”
      shall be
      deemed to refer to such successor or to any previous Issuing Bank, or to such
      successor and all previous Issuing Banks, as the context shall require. After
      the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall
      remain a party hereto and shall continue to have all the rights and obligations
      of an Issuing Bank under this Agreement with respect to Letters of Credit issued
      by it prior to such replacement, but shall not be required to issue additional
      Letters of Credit.

     

    
      
        
        

      

      
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    (j) Cash
      Collateralization.
      If any
      Event of Default shall occur and be continuing, on the Business Day that the
      Borrower receives notice from the Administrative Agent or the Required Lenders
      (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure
      representing greater than 50.1% of the total LC Exposure) demanding the deposit
      of cash collateral pursuant to this clause ‎(j),
      the
      Borrower shall deposit in an account with the Administrative Agent, in the
      name
      of the Administrative Agent and for the benefit of the Lenders, an amount in
      cash equal to 103% of the LC Exposure as of such date plus any accrued and
      unpaid interest thereon; provided
      that the
      obligation to deposit such cash collateral shall become effective immediately,
      and such deposit shall become immediately due and payable, without demand or
      other notice of any kind, upon the occurrence of any Event of Default with
      respect to the Borrower pursuant to ‎Section 8.1(g).
      Such
      deposit shall be held by the Administrative Agent as collateral for the payment
      and performance of the reimbursement obligations of the Borrower under this
      Agreement for the LC Exposure. The Administrative Agent shall have exclusive
      dominion and control, including the exclusive right of withdrawal, over such
      account. Other than any interest earned on the investment of such deposits,
      which investments shall be made at the option and sole discretion of the
      Administrative Agent and at the Borrower’s
      risk
      and expense, such deposits shall not bear interest. Interest or profits, if
      any,
      on such investments shall accumulate in such account. Moneys in such account
      shall be applied by the Administrative Agent to reimburse the Issuing Bank
      for
      LC Disbursements for which it has not been reimbursed and, to the extent not
      so
      applied, shall be held for the satisfaction of the reimbursement obligations
      of
      the Borrower for the LC Exposure at such time, but shall not be applied for
      any
      other purpose. If the Borrower is required to provide an amount of cash
      collateral hereunder as a result of the occurrence of an Event of Default,
      such
      amount (to the extent not applied as aforesaid) shall be returned to the
      Borrower within three (3) Business Days following the earlier of (i) the cure
      or
      waiver of all Events of Default or (ii) the date there is no longer any
      outstanding LC Exposure.

     

    ARTICLE
      III

    TAXES
      AND YIELD PROTECTION

     

    Section
      3.1 Taxes.

     

    (a) Any
      and
      all payments by or on account of any obligation of the Borrower hereunder or
      under any other Loan Document shall be made free and clear of and without
      deduction for any Indemnified Taxes or Other Taxes; provided
      that if
      the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes
      from such payments, then (i) the sum payable shall be increased as necessary
      so
      that after making all required deductions (including deductions applicable
      to
      additional sums payable under this Section) the Administrative Agent, Lender
      or
      Issuing Bank (as the case may be) receives an amount equal to the sum it would
      have received had no such deductions been made, (ii) the Borrower shall make
      such deductions and (iii) the Borrower shall pay the full amount deducted to
      the
      relevant Governmental Authority in accordance with applicable Legal
      Requirements.

     

    
      
        
        

      

      
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    (b) In
      addition, the Borrower shall pay any Other Taxes to the relevant Governmental
      Authority in accordance with applicable Legal Requirements.

     

    (c) The
      Borrower shall indemnify the Administrative Agent, each Lender and each Issuing
      Bank, within ten (10) days after written demand therefor, for the full amount
      of
      any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such
      Lender or such Issuing Bank, as the case may be, on or with respect to any
      payment by or on account of any obligation of the Borrower hereunder or under
      any other Loan Document (including Indemnified Taxes or Other Taxes imposed
      or
      asserted on or attributable to amounts payable under this Section) and any
      penalties, interest and reasonable expenses arising therefrom or with respect
      thereto, whether or not such Indemnified Taxes or Other Taxes were correctly
      or
      legally imposed or asserted by the relevant Governmental Authority. A
      certificate as to the amount of such payment or liability delivered to the
      Borrower by a Lender, or by an Issuing Bank or by the Administrative Agent
      on
      its own behalf or on behalf of a Lender shall be conclusive absent demonstrable
      error.

     

    (d) As
      soon
      as practicable after any payment of Indemnified Taxes or Other Taxes by the
      Borrower to a Governmental Authority, the Borrower shall deliver to the
      Administrative Agent the original or a certified copy of a receipt issued by
      such Governmental Authority evidencing such payment, a copy of the return
      reporting such payment or other evidence of such payment reasonably satisfactory
      to the Administrative Agent.

     

    (e) Each
      Foreign Lender shall deliver to the Administrative Agent, prior to receipt
      of
      any payment subject to withholding under the IRC (or upon accepting an
      assignment of an interest herein), two duly signed completed copies of either
      IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and
      entitling it to an exemption from, or reduction of, withholding tax on all
      payments to be made to such Foreign Lender by the Borrower pursuant to this
      Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments
      to be made to such Foreign Lender by the Borrower pursuant to this Agreement)
      or
      such other evidence satisfactory to the Borrower and the Administrative Agent
      that such Foreign Lender is entitled to an exemption from, or reduction of,
      U.S.
      withholding tax, including any exemption pursuant to Section 881(c) of the
      IRC. Thereafter and from time to time as reasonably requested by Borrower,
      each
      such Foreign Lender shall (A) provided,
      that
      there shall have been no Change in Law that prevents the Foreign Lender from
      being able to provide the form(s), promptly submit to the Administrative Agent
      such additional duly completed and signed copies of one of such forms (or such
      successor forms as shall be adopted from time to time by the relevant United
      States taxing authorities) as may then be available under then current United
      States laws and regulations to avoid, or such evidence as is satisfactory to
      the
      Borrower and the Administrative Agent of any available exemption from or
      reduction of, United States withholding taxes in respect of all payments to
      be
      made to such Foreign Lender by the Borrower pursuant to this Agreement, and
      (B)
      promptly notify the Administrative Agent of any change in circumstances or
      Change in Law of which the Foreign Lender is aware which would modify or render
      invalid any claimed exemption or reduction.

     

    (f) If
      any
      Governmental Authority asserts that the Administrative Agent did not properly
      withhold or backup withhold, as the case may be, any tax or other amount from
      payments made to or for the account of any Lender or Issuing Bank, such Lender
      or Issuing Bank, as the case may be, shall indemnify the Administrative Agent
      therefor, including all penalties and interest, any taxes imposed by any
      jurisdiction on the amounts payable to the Administrative Agent under this
      Section, and costs and expenses of the Administrative Agent. The obligation
      of
      the Lenders and any Issuing Bank under this Section shall survive the
      termination of the Commitments, repayment of all other Obligations hereunder
      and
      the resignation of the Administrative Agent.

     

    
      
        
        

      

      
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    (g) If
      a
      Lender assigns a Loan to an individual Person that is a United States resident,
      such individual shall provide two duly signed and completed copies of IRS form
      W-9 (or any successor form thereto) to the Administrative Agent.

     

    Section
      3.2 Alternate
      Rate of Interest.
      If
      prior to the commencement of any Interest Period, (a) the Administrative Agent
      determines (which determination shall be conclusive absent demonstrable error)
      that adequate and reasonable means do not exist for ascertaining LIBOR for
      such
      Interest Period or (b) the Administrative Agent is advised by the Required
      Lenders that LIBOR determined or to be determined for such Interest Period
      will
      not adequately and fairly reflect the cost to such Lenders or Issuing Banks
      of
      making or maintaining such Loans or such Letters of Credit for such Interest
      Period, the Administrative Agent shall promptly give notice thereof to the
      Borrower and such Lenders or Issuing Banks, as the case may be, by telephone
      or
      telecopy as promptly as practicable thereafter and, until the Administrative
      Agent notifies the Borrower and such Lenders or Issuing Banks, as the case
      may
      be, that the circumstances giving rise to such notice no longer exist, the
      Administrative Agent shall promptly give written notice thereof to the Borrower
      and such Lenders or Issuing Banks, as the case may be. If such notice is given,
      the rate of interest on each applicable Lender’s
      Loans
      or Issuing Bank’s
      Letters
      of Credit for each Interest Period thereafter will be the average cost of funds
      for the Required Lenders, as reasonably determined by the Administrative Agent,
      plus the Applicable Margin.

     

    Section
      3.3 Illegality.
      If any
      Lender determines in good faith that any Legal Requirement has made it unlawful,
      or that any Governmental Authority has asserted that it is unlawful, for any
      Lender or its applicable Lending Office to make, maintain or fund LIBOR Loans,
      or to determine or charge interest rates based upon LIBOR, then, on notice
      thereof by such Lender to the Borrower through the Administrative Agent, any
      obligation of such Lender to make or continue LIBOR Loans shall be suspended
      until such Lender notifies the Administrative Agent and the Borrower that the
      circumstances giving rise to such determination no longer exist. Upon receipt
      of
      such notice, the Borrower shall, upon demand from such Lender (with a copy
      to
      the Administrative Agent), prepay, either on the last day of the Interest Period
      therefor, if such Lender may lawfully continue to maintain such LIBOR Loans
      to
      such day, or immediately, if such Lender may not lawfully continue to maintain
      such LIBOR Loans; provided
      that if
      prior to such prepayment date the affected Lender and the Borrower can agree
      upon an alternative mutually acceptable basis for determining the interest
      rate
      from time to time applicable to the Loans owing to such Lender that will avoid
      such illegality, such interest rate shall take effect from the date of such
      agreement and lieu of such required prepayment. Upon any such prepayment, the
      Borrower shall also pay accrued interest on the amount so prepaid.

     

    
      
        
        

      

      
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    Section
      3.4 Increased
      Costs.

     

    (a) If
      any
      Change in Law shall:

     

    (i) impose,
      modify or deem applicable any reserve, special deposit or similar requirement
      against assets of, deposits with or for the account of, or credit extended
      by,
      any Lender (including any reserve established by the Federal Reserve Board);
      or

     

    (ii) impose
      on
      any Lender, Issuing Bank or the London interbank market any other condition
      affecting this Agreement or Loans made by such Lender or Letters of Credit
      issued by such Issuing Bank;

     

    and
      the
      result of any of the foregoing shall be to increase the cost to such Lender
      or
      Issuing Bank of making or maintaining any Loan or Letter of Credit, as the
      case
      may be (or of maintaining its obligation to make any such Loan or Letter of
      Credit), or to reduce the amount of any sum received or receivable by such
      Lender or Issuing Bank, as the case may be, hereunder (whether of principal,
      interest or otherwise), then the Borrower will pay to such Lender or Issuing
      Bank such additional amount or amounts as will compensate such Lender or Issuing
      Bank for such additional costs incurred or reduction suffered.

     

    (b) If
      any
      Lender or Issuing Bank determines that any Change in Law regarding capital
      requirements has or would have the effect of reducing the rate of return on
      capital of such Lender or Issuing Bank or on the capital of the holding company
      of such Lender of Issuing Bank, if any, as a consequence of this Agreement
      or
      the Loans made by such Lender or the Letters or Credit issued by such Issuing
      Bank, to a level below that which such Lender or Issuer or the holding company
      of such Lender or Issuers could have achieved but for such Change in Law (taking
      into consideration such Lender’s
      or
      Issuing Bank’s
      policies and the policies of the holding company of such Lender or Issuing
      Bank
      with respect to capital adequacy), then from time to time the Borrower will
      pay
      to such Lender or Issuing Bank such additional amount or amounts as will
      compensate such Lender or Issuing Bank or the holding company of such Lender
      or
      Issuing Bank for any such reduction suffered.

     

    (c) A
      certificate of a Lender or Issuing Bank setting forth calculations in reasonable
      detail demonstrating the amount or amounts necessary to compensate such Lender
      or Issuing Bank or holding company of such Lender or Issuing Bank, as the case
      may be, as specified in clause (a)
      or (b)
      of this
      Section shall be delivered to the Borrower and shall be conclusive absent
      demonstrable error. The Borrower shall pay such Lender or Issuing Bank the
      amount shown as due on any such certificate within ten (10) days after receipt
      thereof.

     

    (d) Failure
      or delay on the part of any Lender or Issuing Bank to demand compensation
      pursuant to this Section shall not constitute a waiver of such
      Lender’s
      or
      Issuing Bank’s
      right
      to demand such compensation; provided
      that the
      Borrower shall not be required to compensate a Lender or Issuing Bank pursuant
      to this Section for any increased costs or reductions incurred more than
      180 days prior to the date that such Lender or Issuing Bank notifies the
      Borrower of the Change in Law giving rise to such increased costs or reductions
      and of such Lender’s
      or
      Issuing Bank’s
      intention to claim compensation therefor; and provided,
      further,
      that if
      the Change in Law giving rise to such increased costs or reductions is
      retroactive, then the 180-day period referred to above shall be extended to
      include the period of retroactive effect thereof.

     

    
      
        
        

      

      
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    Section
      3.5 Funding
      Losses.
      The
      Borrower agrees to indemnify each Lender and to hold each Lender harmless from
      any loss (excluding losses of anticipated profit) or expense which such Lender
      may sustain or incur as a consequence of (i) any failure by the Borrower (for
      a
      reason other than the wrongful failure of such Lender to make a Loan) to borrow
      or prepay any Loan on the date or in the amount notified by the Borrower, or
      (ii) any payment or prepayment of any Loan on a day other than the last day
      of
      an Interest Period with respect thereto (whether voluntary, mandatory, by reason
      of acceleration, or otherwise), including the amount (if any) determined by
      the
      relevant Lender by which (i) the interest at the LIBOR Rate which such Lender
      would have received for the period from the date of receipt of funds to repay
      or
      prepay a Loan to the last day of the applicable Interest Period for such Loan
      if
      the principal received had been paid on the last day of such Interest Period
      exceeds (ii) the amount which such Lender would be able to obtain by placing
      an
      amount equal to the amount received by it on deposit with a leading bank in
      the
      appropriate interbank market for a period starting on the Business Day following
      receipt and ending on the last day of the applicable Interest Period. Any Lender
      demanding indemnification for any loss or expense sustained or incurred by
      it
      pursuant to this Section 3.5
      shall,
      at the time of such demand, deliver to the Borrower a certificate providing
      a
      calculation of and specifying in reasonable detail the additional amount to
      be
      paid to it for any such loss or expense. Each determination by a Lender of
      the
      amounts owing to it pursuant to this Section 3.5
      shall be
      conclusive and binding in the absence of demonstrable error.

     

    Section
      3.6 Duty
      to Mitigate; Replacement of Lenders.

     

    (a) If
      the
      Borrower is required to pay any additional amount to any Lender or any
      Governmental Authority for the account of any Lender pursuant to Section 3.1,
      or if
      any Lender requests compensation under Section 3.4,
      or if
      the Borrower would be required to prepay the Loans of any Lender pursuant to
      Section 3.3,
      then
      such Lender shall use reasonable efforts to minimize any increased cost or
      other
      compensation payable by the Borrower, including without limitation the
      designation of a different lending office for funding or booking its Loans
      hereunder or assigning its rights and obligations hereunder to another of its
      offices, branches or Affiliates, if, in the judgment of such Lender, such
      designation or assignment (i) would eliminate or reduce amounts payable pursuant
      to Section 3.1
      or 3.4
      or avoid
      the prepayment under Section 3.3),
      as the
      case may be, in the future and (ii) would not subject such Lender to any
      unreimbursed cost or expense and would not otherwise be disadvantageous to
      such
      Lender. The Borrower hereby agrees to pay all reasonable and documented costs
      and expenses incurred by any Lender in connection with any such designation
      or
      assignment.

     

    (b) If
      the
      Borrower is required to pay any additional amount to any Lender or any
      Governmental Authority for the account of any Lender pursuant to Section 3.1,
      or if
      any Lender requests compensation under Section 3.4,
      or if
      the Borrower would be required to prepay the Loans of any Lender pursuant to
      Section 3.3,
      or if
      any Lender defaults in its obligation to fund Loans hereunder, then the Borrower
      may, at its sole expense and effort, upon notice to such Lender and the
      Administrative Agent, require such Lender to assign and delegate, without
      recourse (in accordance with and subject to the restrictions contained in
Section 10.4),
      all
      its interests, rights and obligations under this Agreement to an assignee that
      shall assume such obligations (which assignee may be another Lender, if a Lender
      accepts such assignment); provided
      that (i)
      the Borrower shall have received the prior written consent of the Administrative
      Agent, which consent shall not unreasonably be withheld or delayed, (ii) such
      Lender shall have received payment of an amount equal to the outstanding
      principal of its Loans, accrued interest thereon, accrued fees and all other
      amounts payable to it hereunder, from the assignee (to the extent of such
      outstanding principal and accrued interest and fees) or the Borrower (in the
      case of all other amounts) and (iii) in the case of any such assignment
      resulting from payments required to be made pursuant to Section 3.1
      or a
      claim for compensation under Section 3.4,
      such
      assignment will result in a reduction in such compensation or payments. A Lender
      shall not be required to make any such assignment and delegation if, prior
      thereto, as a result of a waiver by such Lender or otherwise, the circumstances
      entitling the Borrower to require such assignment and delegation cease to
      apply.

     

    
      
        
        

      

      
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    Section
      3.7 Survival.
      All of
      the Borrower’s
      obligations under this Article III
      shall
      survive termination of the Commitments and the payment in full of all
      Obligations.

     

    ARTICLE
      IV

    CONDITIONS
      PRECEDENT

     

    Section
      4.1 Conditions
      Precedent to Initial Borrowing of Term Loan and Capital Expenditure
      Loans.
      The
      obligation of each Lender to make a Term Loan and a Capital Expenditure Loan
      on
      the Effective Date is subject to the satisfaction of the following conditions
      precedent:

     

    (a) Loan
      Documents.
      The
      following documents shall have been duly authorized, executed and delivered
      by
      the parties thereto (such parties shall include, but not be limited to, the
      Loan
      Parties, the Administrative Agent, the Collateral Agent and the Lenders), are
      in
      full force and effect and originals thereof (in a number sufficient to provide
      an original (in the case of (A), (B) and (C) to each Lender) shall have been
      delivered to the Administrative Agent :

     

    (A) this
      Agreement;

     

    (B) a
      Note in
      favor of each Lender requesting a Note, each in a principal amount equal to
      such
      Lender’s
      Commitment; and

     

    (C) the
      Security Documents.

     

    (b) Material
      Contracts.
      The
      Material Contracts shall be in full force and effect, and execution copies
      thereof shall have been delivered to the Administrative Agent, certified to
      be
      true, correct and complete copies thereof.

     

    (c) [Reserved]

     

    
      
        
        

      

      
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    (d) Organizational
      Documents.

     

    (i) The
      Administrative Agent shall have received from or on behalf of each Loan
      Party:

     

    (A) the
      certificate of incorporation, articles of incorporation, certificate of limited
      partnership, articles of organization or comparable document of such Loan Party,
      certified as of a recent date prior to the Effective Date by the Secretary
      of
      State (or comparable public official) of its state of incorporation or
      formation;

     

    (B) a
      certificate of good standing (or comparable certificate), certified as of a
      recent date prior to the Effective Date by the Secretary of State (or comparable
      public official) of its state of incorporation or formation stating that such
      Loan Party is in good corporate and tax standing under the laws of such
      states;

     

    (C) a
      certificate of the Secretary or an Assistant Secretary (or comparable officer)
      of such Loan Party dated the Effective Date, certifying that (A) attached
      thereto is a true and correct copy of the bylaws, partnership agreement, limited
      liability company agreement or comparable document of such Loan Party as in
      effect on the Effective Date; (B) attached thereto are true and correct copies
      of resolutions duly adopted by the board of directors or other governing body
      of
      such Loan Party (or other comparable enabling action) and continuing in effect,
      which authorize the execution, delivery and performance by such Loan Party
      of
      the Loan Documents to be executed by such Loan Party and the consummation of
      the
      transactions contemplated thereby; and (C) there are no proceedings for the
      dissolution or liquidation of such Loan Party; and

     

    (D) a
      certificate of the Secretary or an Assistant Secretary (or comparable officer)
      of such Loan Party, dated the Effective Date, certifying the incumbency,
      signatures and authority of the officers of such Loan Party authorized to
      execute, deliver and perform the Loan Documents to be executed by such Loan
      Party.

     

    (e) Financial
      Statements, Financial Condition, etc.
      The
      Borrower shall have delivered to the Administrative Agent:

     

    (i) Consolidated
      Financial Statements of the Borrower as of last day of and for the fiscal year
      of the Borrower most recently ended more than ninety (90) days prior to the
      Effective Date, in the case of such Consolidated Financial Statements, reported
      on by KPMG or another recognized firm of independent certified public
      accountants reasonably acceptable to the Administrative Agent (without a
“going
      concern”
      or like
      qualification or exception and without any qualification or exception as to
      the
      scope of such audit) to the effect that such Consolidated Financial Statements
      present fairly in all material respects the financial condition, results of
      operations and cash flows of the Borrower and its Subsidiaries on a consolidated
      basis in accordance with GAAP consistently applied;

     

    
      
        
        

      

      
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    (ii) unaudited
      Consolidated Financial Statements of the Borrower as of last day of and for
      the
      fiscal quarter most recently ended more than forty-five (45) days prior to
      the
      Effective Date, each of which shall be certified by a Responsible Officer of
      the
      Borrower as being complete and correct and fairly presenting in all material
      respects the financial condition, results of operations and cash flows of
      Borrower and its Subsidiaries on such dates and for any interim periods then
      ended, applied on a consistent basis;

     

    (iii) a
      certificate by a Responsible Officer of the Borrower stating that to his
      knowledge since the date of such Consolidated Financial Statements, no event
      has
      occurred, and no condition exists, that has had, or could reasonably be expected
      to have, a Material Adverse Effect;

     

    (iv) a
      certificate by a Responsible Officer of the Borrower as to the financial
      condition and solvency of the Borrower (after giving effect to the Agreement
      and
      the incurrence of Indebtedness relating thereto); and

     

    (v) such
      other information regarding the Borrower and its business affairs and the
      transactions contemplated by this Agreement and not previously provided to
      the
      Administrative Agent as the Administrative Agent or any Lender may reasonably
      request.

     

    (f) Security
      Documents.
      All
      filings and recordings necessary, in the opinion of the Administrative Agent,
      to
      perfect the Liens contemplated to be granted to the Collateral Agent under
      the
      Security Documents shall have been made, including a mortgage or deed of trust
      made by the Borrower and securing the Obligations against the real property
      owned or leased by the Borrower, and the Administrative Agent shall have
      received evidence satisfactory to it that the Security Documents are in full
      force and effect. The Administrative Agent and the Collateral Agent shall have
      received:

     

    (i) Uniform
      Commercial Code search certificates from the jurisdictions in which Uniform
      Commercial Code financing statements are to be filed reflecting no other
      financing statements or filings which evidence Liens of other Persons in the
      Collateral which are prior to the Liens granted to the Collateral Agent in
      the
      Security Documents, except for any such prior Liens (a) which are expressly
      permitted by this Agreement to be prior or (b) for which the Collateral Agent
      has received a termination statement;

     

    (ii) a
      Control
      Agreement with respect to each deposit account maintained by each Loan Party,
      duly executed by each Loan Party, the Collateral Agent and the applicable
      depositary bank;

     

    (iii) a
      Control
      Agreement with respect to each securities account maintained by each Loan Party,
      duly executed by each Loan Party, the Collateral Agent and the applicable
      securities intermediary;

     

    (iv) landlord
      consents in form and substance acceptable to the Administrative
      Agent;

     

    
      
        
        

      

      
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    (v) such
      other documents, instruments and agreements as the Collateral Agent may
      reasonably request to create and perfect the Liens granted to the Collateral
      Agent under the Security Documents; and

     

    (vi) such
      other evidence as the Collateral Agent may reasonably request to establish
      that
      the Liens granted to the Collateral Agent under the Security Documents are
      perfected and prior to the Liens of other Persons in the Collateral, except
      for
      any such Liens which are expressly permitted by this Agreement to be
      prior.

     

    (g) Opinions
      of Counsel.
      The
      Administrative Agent shall have received favorable written opinion letters,
      addressed to the Administrative Agent, the Collateral Agent and each Lender
      and
      dated the date of the Effective Date, of:

     

    (i) Foley
      & Lardner LLP, counsel to the Loan Parties; and

     

    (ii) Orrick,
      Herrington & Sutcliffe LLP, counsel to the Administrative
      Agent.

     

    Each
      such
      opinion letter shall be in customary form and substance reasonably satisfactory
      to the Administrative Agent and address such matters as the Administrative
      Agent
      may reasonably request.

     

    (h) Insurance.
      All
      insurance required to be maintained by the Borrower under Section 6.5
      shall be
      in full force and effect, all premiums then due and payable in connection
      therewith shall have been paid, and such insurance shall otherwise conform
      to
      the requirements for such insurance under Section 6.5,
      and the
      Administrative Agent shall have received a certificate or certificates of an
      independent insurance broker or carrier reasonably satisfactory to the
      Administrative Agent in confirmation thereof.

     

    (i) Governmental
      Authorizations.
      All
      material Governmental Authorizations necessary for the execution, delivery
      and
      performance of the Loan Documents shall have been obtained and shall be in
      full
      force and effect. The Administrative Agent shall have received copies of all
      such material Governmental Authorizations and all material Governmental
      Authorizations necessary in order for the Borrower to conduct its business.
      There shall not be any default under any such Governmental Authorization that
      could reasonably be expected to have a Material Adverse Effect.

     

    (j) Payment
      of Indebtedness; Release of Liens; Fees, etc.
      Each of
      the following shall have occurred and the Administrative Agent shall have
      received evidence thereof satisfactory to it: (i) all Indebtedness of the
      Borrower (other than Permitted Indebtedness) outstanding immediately prior
      to
      the Effective Date has been repaid in full, (ii) all Liens (other than Permitted
      Liens) upon any Property of the Borrower and its Subsidiaries shall have been
      terminated or released, and (iii) the Borrower shall have paid all fees, costs
      and other expenses and all other amounts then due and payable pursuant to this
      Agreement and the other Loan Documents.

     

    (k) Base
      Case Projections.
      The
      Administrative Agent shall have received the Base Case Projections, updated
      as
      of a date reasonably satisfactory to the Administrative Agent, including therein
      projections of revenues, operating expenses, cash flows, and other related
      items, which shall show an Interest Coverage Ratio being at least 1.20:1.0,
      and
      a Leverage Ratio of not less than 4%, in each case, calculated on the basis
      of
      the Projections and after giving effect to the Loans on the Effective Date,
      for
      the period of twelve (12) months after such date, together with a certification
      as of the Effective Date by (i) a Responsible Officer of the Borrower stating
      that the Base Case Projections have been prepared in good faith based upon
      reasonable assumptions and (ii) the Independent Engineer stating that the
      Maintenance Capital Expenditure assumptions used in the Base Case Projections
      have been prepared upon reasonable assumptions. The Administrative Agent shall
      have received a report of the Model Auditor reasonably satisfactory to the
      Administrative Agent restating the Model Auditor’s
      audit
      of the Computer Model as of the Effective Date and shall have received a disk
      containing the Computer Model.

     

    
      
        
        

      

      
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    (l) [Reserved] 

     

    (m) Expert
      Reports.
      The
      Administrative Agent shall have received an environmental report from Hart
      Crowser and a report from the Independent Engineer, each in final form,
      addressed to the Lenders and acceptable to the Administrative Agent, with
      reliance letters reasonably acceptable to the Administrative Agent.

     

    (n) Funds
      Flow Memorandum.
      The
      Administrative Agent shall have received a memorandum summarizing the sources
      and uses of funds from the initial Borrowings hereunder acceptable to the
      Administrative Agent (which shall include payment of all fees and expenses
      of
      the Lenders, including fees of counsel).

     

    (o) Lock-Up
      Account.
      The
      Administrative Agent shall have received evidence of the establishment of the
      Lock-Up Account.

     

    (p) Officer’s
      Certificate.
      The
      Administrative Agent shall have received a certificate of a Responsible Officer
      of the Borrower, dated the Effective Date and in form and substance satisfactory
      to the Administrative Agent, to the effect that all of the conditions set forth
      in this Section 4.1
      have
      been satisfied, that the representations and warranties of the Borrower
      contained in Article V
      are true
      and correct on the Effective Date as if made on the Effective Date, that each
      of
      the Loan Parties has performed all of the obligations to be performed by it
      under this Agreement and the other Loan Documents, and that no Default or Event
      of Default exists or will exist immediately after giving effect to initial
      Term
      Loan Borrowing.

     

    (q) Bank
      Compliance Documents.
      The
      Administrative Agent shall have received documentation and other information
      required by bank regulatory authorities under applicable “know
      your
      customer”
      and
      anti-money laundering rules and regulations, including the USA Patriot Act,
      including evidence consisting of the following information:

     

    (i) each
      Loan
      Party’s
      full
      legal name,

     

    (ii) each
      Loan
      Party’s
      address
      and mailing address,

     

    (iii) the
      Borrower’s
      W-9
      forms including its tax identification number,

     

    (iv) each
      Loan
      Party’s
      articles of incorporation,

     

    
      
        
        

      

      
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    (v) a
      list of
      directors of each Loan Party or list of such persons Controlling each Loan
      Party, as applicable, and

     

    (vi) an
      executed resolution or other such documentation stating who is authorized to
      open an account for each Loan Party, as applicable,

     

    in
      each
      case in form and substance reasonably satisfactory to the Administrative Agent,
      and such other similar information relating to the Loan Parties or any of their
      respective Subsidiaries as may reasonably be requested by the Administrative
      Agent.

     

    (r) Effective
      Date.
      The
      Effective Date shall have occurred on or before a date thirty (30) days from
      the
      date of this Agreement.

     

    (s) Mortgage;
      Title Insurance.
      The
      Collateral Agent shall have obtained the following documents:

     

    (i) evidence
      (in form and substance satisfactory to the Administrative Agent) that all
      easements and other rights-of-way necessary for the operation of the Chicago
      District Cooling Project are in full force and effect;

     

    (ii) (A)
      a
      mortgagee policy of title insurance in ALTA form issued by the Title Insurance
      Company, insuring the validity and priority of the Liens created under each
      of
      the Subsidiary Mortgages entered into on the Effectiveness Date for and in
      amounts satisfactory to the Administrative Agent, subject only to such
      exceptions as are satisfactory to the Administrative Agent; (B) one or more
      title reports issued by the Title Insurance Company of the property interests
      covered by each such Subsidiary Mortgage, indicating only such exceptions as
      are
      satisfactory to the Administrative Agent; and (C) to the extent necessary under
      Governmental Rules, for filing in the appropriate offices, uniform commercial
      code financing statements covering fixtures included as collateral under any
      of
      the Security Documents entered into on the Effectiveness Date, in each case
      appropriately completed and, if applicable, duly executed; and

     

    (iii) surveys
      of recent date of each of the facilities and real property covered by each
      Subsidiary Mortgage entered into on the Effectiveness Date, showing such matters
      as may be reasonably required by the Administrative Agent, which surveys shall
      be in form and content acceptable to the Administrative Agent.

     

    Section
      4.2 Conditions
      Precedent to All Loans.

     

    The
      obligation of each Lender to advance Loans on a Disbursement Date and of each
      Issuing Bank to issue Letters of Credit hereunder is subject to the satisfaction
      of the following conditions precedent:

     

    (a) Initial
      Revolving Loan Borrowing.
      With
      respect to the initial Borrowing of Revolving Credit Loans and the Capital
      Expenditure Loans, the initial Borrowing of Term Loans shall have occurred
      or
      shall concurrently occur.

     

    
      
        
        

      

      
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    (b) Borrowing
      Request.
      The
      Administrative Agent shall have timely received a fully executed copy of a
      Borrowing Request for the applicable Disbursement Date, as the case may be,
      in
      compliance with the requirements of Section 2.1,
      Section 2.2
      or
Section 2.3,
      as
      applicable.

     

    (c) Representation
      and Warranties.
      All
      representations and warranties of the Loan Parties contained in the Loan
      Documents shall be true, correct and accurate on and as of the applicable
      Disbursement Date (except to the extent such representations and warranties
      relate to an earlier date, in which case, such representations and warranties
      shall be true in all material respects as of such date).

     

    (d) No
      Default or Event of Default.
      No
      Default or Event of Default shall have occurred and be continuing or shall
      result from the proposed Loan.

     

    Each
      Borrowing shall be deemed to be a representation and warranty by the Borrower
      that each of the statements set forth above in clauses (c)
      and (d)
      of this
Section 4.2
      is true
      and correct as of the date of such Borrowing.

     

    ARTICLE
      V

    REPRESENTATIONS
      AND WARRANTIES

     

    The
      Borrower hereby represents and warrants to the Administrative Agent, the Lenders
      and the Issuing Bank that:

     

    Section
      5.1 Due
      Incorporation, Qualification, etc.
      Each
      Loan Party and each of its Subsidiaries (i) is a corporation, partnership or
      limited liability company duly organized, validly existing and in good standing
      under the laws of its jurisdiction of incorporation or formation; (ii) has
      the
      power and authority to own, lease and operate its properties and carry on its
      business as now conducted; and (iii) is duly qualified, licensed to do business
      and in good standing as a foreign corporation, partnership or limited liability
      company, as applicable, in each jurisdiction where its ownership, lease or
      operation of Property or the conduct of its business requires such qualification
      or license and where the failure to be so qualified or licensed could reasonably
      be expected to have a Material Adverse Effect.

     

    Section
      5.2 Authority.
      The
      execution, delivery and performance by each Loan Party of each Loan Document
      executed, or to be executed, by such Loan Party and the consummation of the
      transactions contemplated thereby (i) are within the power of such Loan Party
      and (ii) have been duly authorized by all necessary actions on the part of
      such
      Loan Party.

     

    Section
      5.3 Enforceability.
      Each
      Loan Document executed, or to be executed, by each Loan Party has been, or
      will
      be, duly executed and delivered by such Loan Party and constitutes, or will
      constitute, a legal, valid and binding obligation of such Loan Party,
      enforceable against such Loan Party in accordance with its terms, except as
      limited by bankruptcy, fraudulent conveyance, insolvency or other laws of
      general application relating to or affecting the enforcement of
      creditors’
      rights
      generally and general principles of equity.

     

    Section
      5.4 Non-Contravention.
      The
      execution and delivery by each Loan Party of the Loan Documents executed and
      to
      be executed by such Loan Party and the performance by such Loan Party of its
      obligations thereunder and the consummation of the transactions contemplated
      thereby by such Loan Party do not and will not (i) contravene any Loan
      Party’s
      organizational documents; (ii) violate any Legal Requirement applicable to
      any
      Loan Party; (iii) violate any provision of, or result in the breach or the
      acceleration of, or entitle any other Person to accelerate (whether after the
      giving of notice or lapse of time or both), any Material Contract of such Loan
      Party or (iv) result in the creation or imposition of any Lien (or the
      obligation to create or impose any Lien) upon any Property, asset or revenue
      of
      any Loan Party (except such Liens as may be created in favor of the Collateral
      Agent for the benefit of itself and the Lenders pursuant to the Security
      Documents).

     

    
      
        
        

      

      
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    Section
      5.5 Approvals.

     

    (a) Except
      as
      set forth on Schedule 5.5,
      no
      material consent, approval, order or authorization of, or registration,
      declaration or filing with, any Governmental Authority or other Person
      (including equity holders of any Person) is required in connection with the
      execution, delivery or performance of the Loan Documents executed by any Loan
      Party or consummation of the transactions contemplated thereby, except for
      those
      which have been made or obtained and are in full force and effect.

     

    (b) All
      material Governmental Authorizations required for the ownership, leasing,
      operation and maintenance of the businesses of the Loan Parties and their
      Subsidiaries have been duly obtained and are in full force and effect without
      any known conflict with the rights of others and free from any unduly burdensome
      restrictions, where any such failure to obtain such Governmental Authorizations
      or any such conflict or restriction could not reasonably be expected to have,
      either individually or in the aggregate, a Material Adverse Effect. None of
      the
      Loan Parties or their Subsidiaries has received any notice or other
      communication from any Governmental Authority regarding (i) any revocation,
      withdrawal, suspension, termination or modification of, or the imposition of
      any
      material conditions with respect to, any Governmental Authorization or (ii)
      any
      other limitations on the conduct of business by any Loan Party or any such
      Subsidiaries, except where any such revocation, withdrawal, suspension,
      termination, modification, imposition or limitation could not reasonably be
      expected to have, either individually or in the aggregate, a Material Adverse
      Effect.

     

    (c) Except
      as
      set forth on Schedule 5.5,
      no
      Governmental Authorization is required for either (i) the pledge or grant by
      any
      Loan Party of any Lien purported to be created in favor of the Collateral Agent
      under any of the Security Documents or (ii) the exercise by the Collateral
      Agent
      of any rights or remedies in respect of any Collateral (whether specifically
      granted or created pursuant to any of the Security Documents or created or
      provided for by any Governmental Rule), except for (A) such Governmental
      Authorizations that have been obtained and are in full force and effect and
      fully disclosed to Administrative Agent in writing and (B) filings or recordings
      contemplated in connection with this Agreement and the Security
      Documents.

     

    (d) Each
      District Cooling Project and the Operation of such District Cooling Project
      in
      accordance with the Material Contracts conforms to and complies in all material
      respects with all covenants, conditions, restrictions and reservations in the
      Governmental Authorizations and the Material Contracts applicable thereto and
      all Environmental Laws and federal, state and local zoning, land use and other
      Governmental Rules applicable thereto.

     

    
      
        
        

      

      
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    (e) As
      of the
      Effective Date, MDE Thermal has all rights and interests required for the
      Operation of the Chicago District Cooling Project, including all Governmental
      Authorizations described in Section 5.5(b)
      and
(c)
      and all
      rights to the use of land and to the use of water necessary in connection with
      such Operation. Northwind Aladdin has all rights and interests required for
      the
      Operation of the Las Vegas District Cooling Project including all Governmental
      Authorizations described in Section 5.5(c)
      and all
      rights to the use of land and to the use of water necessary in connection with
      such Operation.

     

    Section
      5.6 No
      Violation or Default.
      No Loan
      Party and none of their Subsidiaries is in violation of or in default with
      respect to (i) any Legal Requirement applicable to such Loan Party or such
      Subsidiary or (ii) any Contractual Obligation of such Loan Party or such
      Subsidiary (nor is there any waiver in effect which, if not in effect, would
      result in such a violation or default), where, in each case, such violation
      or
      default could reasonably be expected to have a Material Adverse Effect. Without
      limiting the generality of the foregoing, no Loan Party and none of its
      Subsidiaries (A) has violated any Environmental Laws, (B) has any liability
      under any Environmental Laws or (C) has knowledge of an investigation or is
      under investigation by any Governmental Authority having authority to enforce
      Environmental Laws, where such violation, liability or investigation could
      reasonably be expected to have a Material Adverse Effect. No Default or Event
      of
      Default has occurred and is continuing.

     

    Section
      5.7 Litigation.
      Except
      as set forth in Schedule 5.7,
      no
      actions (including derivative actions), suits, proceedings (including
      arbitration proceedings or mediation proceedings) or investigations are pending
      or, to the Borrower’s
      knowledge, threatened against any Loan Party or any of their respective
      Subsidiaries at law or in equity in any court, arbitration proceeding or before
      any other Governmental Authority which (i) if adversely determined, could
      reasonably be expected (alone or in the aggregate) to have a Material Adverse
      Effect or (ii) seek to enjoin, either directly or indirectly, the execution,
      delivery or performance by any Loan Party of the Loan Documents or the
      consummation of the transactions contemplated thereby.

     

    Section
      5.8 Possession
      Under Leases; Title.

     

    (a) Schedule 5.8
      lists
      all material leases, subleases, licenses or other use or occupancy agreements
      pursuant to which the Borrower or its Subsidiaries lease to or from any other
      party any real property, including all renewals, extensions, modifications
      or
      supplements to any of the foregoing or substitutions for any of the foregoing
      (collectively, the “Leases”).
      Each
      of the Loan Parties has complied with all material obligations under all leases
      to which it is a party and enjoys peaceful and undisturbed possession under
      such
      leases.

     

    (b) Each
      of
      the Loan Parties owns and has good and marketable title, or a valid leasehold
      interest in, all Property necessary in its business as currently conducted
      and
      as currently proposed to be conducted. Such Properties are subject to no Liens
      other than Permitted Liens.

     

    Section
      5.9 Financial
      Statements.
      i)
      The most
      recent Consolidated Financial Statements of the Loan Parties that have been
      delivered to the Administrative Agent (i) are in accordance with the books
      and
      records of the Loan Parties, as applicable, which have been maintained in
      accordance with good business practice; (ii) have been prepared in conformity
      with GAAP, consistently applied, subject in the case of unaudited Consolidated
      Financial Statements only to normal year-end audit adjustments and the absence
      of footnotes, none of which, if provided, would reflect a material adverse
      change in the business, assets, financial condition or operating performance
      of
      the Loan Parties, respectively, taken as a whole; and (iii) fairly present
      in
      all material respects the consolidated financial condition, results of
      operations and cash flows of the Loan Parties, as of the date thereof and for
      the period covered thereby. No Loan Party has any Contingent Obligations,
      liability for taxes or other outstanding obligations (including obligations
      in
      respect of off-balance sheet transactions) required to be shown on an annual
      or
      quarterly Consolidated Financial Statement, as applicable, in accordance with
      GAAP, consistently applied, which, in any such case, are material in the
      aggregate, except otherwise disclosed in writing to the Administrative Agent.
      Since June 30, 2007, there has been no event or circumstance that could
      reasonably be expected to result in a Material Adverse Effect.

     

    
      
        
        

      

      
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    (b) The
      Projections set forth in the Base Case Projections delivered to the
      Administrative Agent have been prepared in good faith on the basis of the
      assumptions stated therein, which assumptions were believed to be reasonable
      at
      the time of preparation of such forecasts provided that no representation or
      warranty is made as to the actual attainability of any such
      forecasts.

     

    Section
      5.10 Creation,
      Perfection and Priority of Liens.
      As of
      the Effective Date, the execution and delivery of the Loan Documents by the
      Loan
      Parties, together with Uniform Commercial Code financing statements and, to
      the
      extent relevant, any documents to be filed with the U.S. Patent and Trademark
      Office, in proper form for filing have been delivered to the Administrative
      Agent for filing and recording, and the recording of any mortgages or deeds
      of
      trust delivered to the Administrative Agent for recording, are effective to
      create in favor of the Collateral Agent for the benefit of itself and the
      Lenders, as security for the Obligations, a valid and perfected first priority
      Lien on all of the Collateral (subject only to Permitted Liens).

     

    Section
      5.11 Equity
      Securities.
      All
      outstanding Equity Securities of the Loan Parties are duly authorized, validly
      issued, fully paid and non-assessable. MIC is the beneficial and record owner
      of
      all outstanding Equity Securities of MDE Parent. MDE Parent is the beneficial
      and record owner of all outstanding Equity Securities of the Borrower.
Schedule 5.11
      sets
      forth a true and correct organizational chart of the Borrower and its
      Subsidiaries showing the beneficial and record ownership of all outstanding
      Equity Securities of each Loan Party and its Subsidiaries as of the Effective
      Date. There are no outstanding subscriptions, options, conversion rights,
      warrants or other agreements or commitments of any nature whatsoever (firm
      or
      conditional) obligating any Loan Party or any of their respective Subsidiaries
      to issue, deliver or sell, or cause to be issued, delivered or sold, any
      additional Equity Securities of any Loan Party or any such Subsidiaries, or
      obligating any Loan Party to grant, extend or enter into any such agreement
      or
      commitment. All Equity Securities of each Loan Party and their respective
      Subsidiaries have been offered and sold in compliance with all federal and
      state
      securities laws and all other Legal Requirements, except where any failure
      to
      comply could not reasonably be expected to have a Material Adverse
      Effect.

     

    
      
        
        

      

      
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    Section
      5.12 Employee
      Benefit Plans.

     

    (a) Except
      as
      set forth on Schedule 5.12,
      nothing
      has occurred with respect to any Plan that could reasonably be expected to
      have
      a Material Adverse Effect. Except as set forth on Schedule 5.12,
      no Loan
      Party has any liability with respect to any post-retirement benefit under any
      Employee Benefit Plan which is an employee welfare benefit plan (as defined
      in
      Section 3(1) of ERISA), other than liability for health plan continuation
      coverage described in Part 6 of Title I(B) of ERISA, which liability
      for post-retirement benefits is reasonably expected to have a Material Adverse
      Effect.

     

    (b) Each
      Employee Benefit Plan complies, in both form and operation, in all material
      respects, with its terms, ERISA and the IRC, and no condition exists or event
      has occurred with respect to any such plan which would result in the incurrence
      by any Loan Party or any ERISA Affiliate of any liability, fine or penalty
      which
      would result in a Material Adverse Effect. Each Employee Benefit Plan, related
      trust agreement, arrangement and commitment of any Loan Party is legally valid
      and binding and in full force and effect. No Employee Benefit Plan is being
      audited or investigated by any government agency or is subject to any pending
      or
      threatened material claim or suit other than claims for benefits in the ordinary
      course. None of the Loan Parties nor any fiduciary of any Employee Benefit
      Plan
      has, individually or in the aggregate, engaged in a prohibited transaction
      under
      Section 406 of ERISA or Section 4975 of the IRC which would result in
      a Material Adverse Effect to the Loan Parties, taken as a whole.

     

    (c) Except
      as
      set forth on Schedule 5.12,
      none of
      the Loan Parties, their respective Subsidiaries and the ERISA Affiliates,
      contributes to or has any contingent obligations to any Multiemployer Plan,
      except to the extent such contributions or contingent obligations could not
      reasonably be expected to have a Material Adverse Effect. None of the Loan
      Parties, their respective Subsidiaries and the ERISA Affiliates has incurred
      any
      liability (including secondary liability) to any Multiemployer Plan as a result
      of a complete or partial withdrawal from such Multiemployer Plan under
      Section 4201 of ERISA or as a result of a sale of assets described in
      Section 4204 of ERISA, which liability could reasonably be expected to have
      a Material Adverse Effect. None of the Loan Parties, their respective
      Subsidiaries and the ERISA Affiliates has been notified that any Multiemployer
      Plan is in reorganization or insolvent under and within the meaning of
      Section 4241 or Section 4245 of ERISA or that any Multiemployer Plan
      intends to terminate or has been terminated under Section 4041A of ERISA,
      except to the extent such event could not reasonably be expected to have a
      Material Adverse Effect.

     

    Section
      5.13 Other
      Regulations.
      No Loan
      Party nor Northwind Aladdin is subject to regulation under the Investment
      Company Act of 1940, the Public Utility Holding Company Act of 2005, the Federal
      Power Act, the Interstate Commerce Act, any state public utilities code or
      to
      any other Governmental Rule limiting its ability to incur
      Indebtedness.

     

    Section
      5.14 Patent
      and Other Rights.
      The
      Loan Parties and their respective Subsidiaries own, license or otherwise have
      the full right to use, under validly existing agreements, all material patents,
      licenses, trademarks, trade names, trade secrets, service marks, copyrights
      and
      all rights with respect thereto, which are required to conduct their businesses
      as now conducted, except where the failure to own, license or otherwise have
      the
      full right to use could not reasonably be expected to result in a Material
      Adverse Effect. Each of the patents, trademarks, trade names, service marks
      and
      copyrights owned by any Loan Party or their respective Subsidiaries which is
      registered with any Governmental Authority is set forth on Schedule 5.14.
      The
      Loan Parties and their respective Subsidiaries conduct their respective
      businesses without infringement or, to the best of the Borrower’s
      knowledge, claim of infringement of any trademark, trade name, trade secret,
      service mark, patent, copyright, license or other intellectual property right
      of
      other Persons, except where such infringement or claim of infringement could
      not
      reasonably be expected to have a Material Adverse Effect. There is no
      infringement or, to the best of the Borrower’s
      knowledge, claim of infringement by others of any material trademark, trade
      name, trade secret, service mark, patent, copyright, license or other
      intellectual property right of any of the Loan Parties or their respective
      Subsidiaries, except where such infringement or claim of infringement could
      not
      reasonably be expected to have a Material Adverse Effect.

     

    
      
        
        

      

      
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    Section
      5.15 Governmental
      Charges; Taxes.

     

    (a) Each
      of
      the Loan Parties and their respective Subsidiaries has filed or caused to be
      filed all tax returns which are required to be filed by it (taking into account
      all available extensions). Each of the Loan Parties and their respective
      Subsidiaries has paid, or made provision for the payment of, all taxes and
      other
      Governmental Charges which have or may have become due pursuant to said returns
      or otherwise and all other indebtedness, except such Governmental Charges or
      indebtedness, if any, which are being contested in good faith and as to which
      adequate reserves (determined in accordance with GAAP) have been established.
      Proper and accurate amounts have been withheld by each Loan Party and their
      respective Subsidiaries from their employees for all periods in full and
      complete compliance with the tax, social security and unemployment withholding
      provisions of applicable federal, state, local and foreign law and such
      withholdings have been timely paid to the respective Governmental Authorities.
      None of the Loan Parties nor their respective Subsidiaries have executed or
      filed with the Internal Revenue Service or any other Governmental Authority
      any
      agreement or other document extending, or having the effect of extending, the
      period for assessment or collection of any taxes or Governmental
      Charges.

     

    (b) No
      liability for any Tax, directly or indirectly, imposed, assessed, levied or
      collected by or for the account of any Governmental Authority will be incurred
      by any Loan Party or their respective Subsidiaries or Lender as a result of
      the
      execution or delivery of this Agreement or any other Loan Documents and no
      deduction or withholding in respect of Taxes imposed by or for the account
      of
      any jurisdiction by or through which payments with respect to the Loans will
      be
      made by the Borrower is required to be made from any payment by the Borrower
      under this Agreement or any other Loan Documents.

     

    Section
      5.16 Margin
      Stock.
      No Loan
      Party owns any Margin Stock which, in the aggregate, would constitute a
      substantial part of the assets of such Loan Party, and no proceeds of any Loan
      will be used to purchase or carry, directly or indirectly, any Margin Stock
      or
      to extend credit, directly or indirectly, to any Person for the purpose of
      purchasing or carrying any Margin Stock.

     

    
      
        
        

      

      
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    Section
      5.17 Solvency,
      etc.
      Each of
      the Loan Parties and their respective Subsidiaries is Solvent and, after the
      execution and delivery of the Loan Documents and the consummation of the
      transactions contemplated thereby, will be Solvent.

     

    Section
      5.18 Labor
      Matters.
      There
      are no disputes presently subject to grievance procedure, arbitration or
      litigation under any of the collective bargaining agreements, employment
      contracts or employee welfare or incentive plans to which any Loan Party or
      their respective Subsidiaries is a party, and there are no strikes, lockouts,
      work stoppages or slowdowns, or, to the best knowledge of the Borrower,
      jurisdictional disputes or organizing activities occurring or threatened which
      alone or in the aggregate could reasonably be expected to have a Material
      Adverse Effect.

     

    Section
      5.19 Material
      Contracts.

     

    (a) Schedule 5.19
      contains
      a true and accurate list of each Material Contract (and such listing will be
      updated from time to time with Material Contracts entered into after the
      Effective Date in Compliance with Section 7.12).

     

    (b) Each
      Material Contract is effective and enforceable and the Borrower or each of
      its
      Subsidiaries, as applicable, is in compliance with such Material Contract,
      except where the failure to comply would not have a Material Adverse
      Effect.

     

    (c) Except
      as
      disclosed in Schedule 5.19,
      no
      material supplier to or landlord of any Loan Party, or any Governmental
      Authority has taken, and none of the Loan Parties has received any written
      notice that, any material supplier to or landlord of any Loan Party, or any
      Governmental Authority contemplates taking, any steps to terminate the business
      relationship of any Loan Party with such supplier or landlord, which could
      reasonably be expected to have a Material Adverse Effect.

     

    Section
      5.20 No
      Material Adverse Effect.
      No
      Material Adverse Effect has occurred since the date of the audited Consolidated
      Financial Statements delivered to the Administrative Agent on the Effective
      Date.

     

    Section
      5.21 Accuracy
      of Information Furnished.
      The
      written information (excluding projections) furnished by the Loan Parties or
      their respective Subsidiaries to the Administrative Agent and the Lenders in
      connection with the Loan Documents and the transactions contemplated thereby,
      taken as a whole, is complete and correct in all material respects, does not
      contain any untrue statement of a material fact and does not omit to state
      any
      material fact necessary to make the statements therein, in light of the
      circumstances under which they were made, not misleading. All projections
      furnished by the Loan Parties to the Administrative Agent and the Lenders in
      connection with the Loan Documents, the transactions contemplated thereby and
      the Agreement have been prepared in good faith based upon reasonable
      assumptions; provided,
      however,
      that
      the Administrative Agent and the Lenders acknowledge and agree that such
      projections are based upon a number of estimates and assumptions and are subject
      to significant business, economic and competitive uncertainties and
      contingencies and that, accordingly, no assurances are given and no
      representations, warranties or covenants are made that any of the assumptions
      are correct, that such projections will be achieved or that the forward-looking
      statements expressed in such projections will correspond to actual
      results.

     

    
      
        
        

      

      
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    Section
      5.22 Brokerage
      Commissions.
      No
      person is entitled to receive any brokerage commission, finder’s
      fee or
      similar fee or payment in connection with the extensions of credit contemplated
      by this Agreement as a result of any agreement entered into by any Loan Party
      or
      any of their respective Subsidiaries except for a fee payable to Macquarie
      Securities (USA) Inc. included in the funds flow memorandum delivered pursuant
      to Section
      4.1(n)
      and paid
      on the Effective Date. No brokerage or other fee, commission or compensation
      is
      to be paid by the Lenders with respect to the extensions of credit contemplated
      hereby as a result of any agreement entered into by a Loan Party or any of
      their
      respective Subsidiaries, and the Borrower agrees to indemnify the Administrative
      Agent and the Lenders against any such claims for brokerage fees or commissions
      and to pay all expenses including, without limitation, reasonable and documented
      attorney’s
      fees
      incurred by the Administrative Agent and the Lenders in connection with the
      defense of any action or proceeding brought to collect any such brokerage fees
      or commissions.

     

    Section
      5.23 Policies
      of Insurance.
      Schedule 5.23
      sets
      forth a true and complete listing of all insurance maintained by the Loan
      Parties and their respective Subsidiaries as of the Effective Date. Such
      insurance has not been terminated and is in full force and effect, and each
      of
      the Loan Parties and their respective Subsidiaries has taken all action required
      to be taken as of the date of this Agreement to keep unimpaired its rights
      thereunder in all material respects. The Properties of the Loan Parties and
      their respective Subsidiaries are insured with financially sound and reputable
      insurance companies not Affiliates of the Loan Parties or their respective
      Subsidiaries in such amounts, with such deductibles and covering such risks
      as
      are customarily carried by companies engaged in similar businesses and owning
      similar properties.

     

    Section
      5.24 Priority
      of Obligations.
      The
      payment obligations of the Borrower under this Agreement and the Loans will
      at
      all times rank at least pari passu,
      without
      preference or priority, with all other unsecured and unsubordinated Indebtedness
      of the Borrower.

     

    Section
      5.25 Bank
      Accounts and Securities Accounts.
      Schedule 5.25
      sets
      forth a true and complete listing of all bank accounts and securities accounts
      maintained by each Loan Party as of the Effective Date.

     

    Section
      5.26 Agreements
      with Affiliates.
      Except
      as disclosed on Schedule 5.26,
      no Loan
      Party has entered into and, as of the Effective Date does not contemplate
      entering into, any material agreement or contract with any Affiliate of such
      Person except upon terms at least as favorable to such Loan Party as an
      arms-length transaction with unaffiliated Persons, based on the totality of
      the
      circumstances. Any such agreements shall be subject to the provisions of
Section 7.6.

     

    Section
      5.27 Existing
      Indebtedness; Existing Liens.

     

    (a) Schedule 5.27(a)
      sets
      forth a complete and correct list of all outstanding Indebtedness of each Loan
      Party and their respective Subsidiaries as of the date of this Agreement. None
      of the Loan Parties or their respective Subsidiaries is in default, and no
      waiver of default is currently in effect, in the payment of any principal or
      interest on any of its Indebtedness, and no event or condition exists with
      respect to any Indebtedness of any Loan Party or their respective Subsidiaries
      that would permit (or that with notice or the lapse of time, or both, would
      permit) one or more Persons to cause such Indebtedness to become due and payable
      before its stated maturity or before its regularly scheduled dates of
      payment.

     

    
      
        
        

      

      
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    (b) Schedule 5.27(b)
      sets
      forth a complete and correct list of all Liens on or in the Property of any
      Loan
      Party and their respective Subsidiaries (other than Permitted Liens). None
      of
      the Loan Parties or their respective Subsidiaries has agreed or consented to
      cause or permit in the future (upon the happening of a contingency or otherwise)
      any of its property, whether now owned or hereafter acquired, to be subject
      to a
      Lien other than Permitted Liens.

     

    Section
      5.28 US
      Patriot Act, etc.
      The
      making of the Loans and the use of the proceeds thereof shall not violate the
      Trading With the Enemy Act, as amended, or any of the foreign assets control
      regulations of the U.S. Treasury Department (31 C.F.R., Subtitle B, Chapter
      V,
      as amended) or any enabling legislation or executive order relating thereto
      and
      each of the Borrower and its Subsidiaries is in compliance with the U.S.
      Executive Order 13224 of September 24, 2001 Blocking Property and
      Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support
      Terrorism (66 Fed. Reg. 49, 079 (2001) (the “Anti-Terrorism
      Order”)
      and the
      provisions of Public Law 107-56 (the “USA
      Patriot Act”).

     

    Section
      5.29 No
      Other Business.
      The
      Loan Parties and their other Subsidiaries do not engage in any business other
      than the business that was disclosed in the written information furnished by
      the
      Loan Parties or their respective Subsidiaries to the Administrative Agent and
      the Lenders in connection with the Loan Documents and the transactions
      contemplated thereby.

     

    ARTICLE
      VI

    AFFIRMATIVE
      COVENANTS

     

    Until
      the
      termination of the Commitments and the satisfaction in full by the Borrower
      of
      all Obligations, the Borrower will comply, and will cause compliance by the
      other Loan Parties and their respective Subsidiaries, with the following
      affirmative covenants, unless the Required Lenders shall otherwise consent
      in
      writing:

     

    Section
      6.1 Financial
      Statements; Financial Certifications.
      Furnish
      to the Administrative Agent and each Lender the following:

     

    (a) as
      soon
      as available and in no event later than ninety (90) days after the close of
      each
      fiscal year of the Borrower, (A) copies of the audited Consolidated Financial
      Statements of the Borrower for such year, in the case of such Consolidated
      Financial Statements, audited by KPMG or another recognized firm of independent
      certified public accountants acceptable to the Administrative Agent (without
      a
“going
      concern”
      or like
      qualification or exception and without any qualification or exception as to
      the
      scope of such audit) to the effect that such Consolidated Financial Statements
      present fairly in all material respects the financial condition, results of
      operations and cash flows of the Borrower and each Loan Party on a consolidated
      basis in accordance with GAAP consistently applied, which Consolidated Financial
      Statements shall be accompanied by a narrative from management of MDE Parent
      which discusses results for MDE Parent for such period, and (B) copies of the
      unqualified opinions and, to the extent delivered, management letters delivered
      by such accountants in connection with all such Consolidated Financial
      Statements;

     

    
      
        
        

      

      
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    (b) as
      soon
      as available and in no event later than forty-five (45) days after the last
      day
      of each of the first three fiscal quarters of each fiscal year of the Borrower,
      copies of the Consolidated Financial Statements of the Borrower for such fiscal
      quarter and for the fiscal year to date certified by a Responsible Officer
      of
      the Borrower to present fairly in all material respects the financial condition,
      results of operations and cash flows of the Borrower and each Loan Party on
      a
      consolidated basis in accordance with GAAP consistently applied (subject to
      normal year-end audit adjustments and the absence of notes);

     

    (c) contemporaneously
      with delivery of the Consolidated Financial Statements required by the foregoing
      clauses (a)
      and (b),
      a
      compliance certificate of a Responsible Officer of the Borrower in substantially
      the form of Exhibit D
      (a
“Compliance
      Certificate”)
      which
      (i) states that no Default or Event of Default has occurred and is continuing,
      or, if any such Default or Event of Default has occurred and is continuing,
      a
      statement as to the nature thereof and what action the Borrower proposes to
      take
      with respect thereto; (ii) sets forth, for the quarter or year covered by such
      Consolidated Financial Statements or as of the last day of such quarter or
      year
      (as the case may be), the calculation of the financial ratios or other amounts
      required in order to determine compliance with any provision in Article VII;
      and
      (iii) provides a statement of reconciliation with respect to any non-GAAP terms
      used in any definitions with respect to the calculation of the financial ratios,
      which reconciliation, in the case of the annual Consolidated Financial
      Statements, shall be audited by the independent certified public account
      referred to in clause (a) above;

     

    (d) contemporaneously
      with the delivery of the Consolidated Financial Statements required by the
      foregoing clauses (a)
      and (b)
      with
      respect to any period for which a change in GAAP results in inconsistent
      application between periods, one or more appropriate statement reflecting a
      reconciliation of any amounts not affected by such change showing any
      adjustments that would be required if such change had been applicable to such
      amounts.

     

    Section
      6.2 Operating
      Reports; Other Notices and Reports.
      The
      Borrower shall furnish to the Administrative Agent and each Lender the
      following, each in such form and such detail as the Administrative Agent or
      the
      Required Lenders shall reasonably request:

     

    (a) in
      no
      event later than five (5) Business Days after the Borrower knows of the
      occurrence or existence of (i) any Reportable Event under any Plan or
      Multiemployer Plan; (ii) any actual or threatened litigation, suits, claims,
      disputes or investigations against any Loan Party involving potential monetary
      damages payable by any Loan Party or any of their respective Subsidiaries of
      $2,500,000 or more (alone or in the aggregate) or in which injunctive relief
      or
      similar relief is sought, which relief, if granted, could be reasonably expected
      to have a Material Adverse Effect; (iii) breach or non-performance of any
      material obligation, or any default under, a Material Contract; (iv) any
      litigation, proceeding, material dispute or material investigation involving,
      or
      any termination or material modification of a material Governmental
      Authorization or notice of the possibility of any such termination or material
      modification by, any Governmental Authority; (v) any Default or Event of
      Default; (vi) any material change in accounting policies of or financial
      reporting practices by any Loan Party or any of their respective Subsidiaries;
      or (vii) any other event or condition which, either individually or in the
      aggregate, could be reasonably expected to have a Material Adverse Effect.
      Each
      notice pursuant to this Section 6.2(a)
      shall be
      accompanied by a statement of a Responsible Officer of the Borrower setting
      forth details of the occurrence referred to therein and stating what action
      the
      Borrower has taken and proposes to take with respect thereto and shall describe
      with particularity any and all provisions of this Agreement or other Loan
      Document that have been breached;

     

    
      
        
        

      

      
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    (b) as
      soon
      as available, and in any event not later than fifteen (15) days before the
      end
      of each fiscal year of the Borrower, preliminary copies of (i) an updated
      Business Plan for the following fiscal year, including updated Projections,
      and
      (ii) a Capital Expenditure budget of the Borrower and its Subsidiaries through
      the Maturity Date; and no later than the end of each fiscal year, final versions
      of such Business Plan, Projections and Capital Expenditure budget, in each
      case,
      certified by a Responsible Officer of the Borrower to have been prepared in
      good
      faith based upon reasonable assumptions;

     

    (c) as
      soon
      as possible and in no event later than five (5) Business Days prior to the
      acquisition by any Loan Party of any material leasehold or ownership interest
      in
      real property, a written supplement to Schedule 5.8;

     

    (d) as
      soon
      as possible prior to the occurrence of any event or circumstance that would
      require a prepayment pursuant to Section 2.9(c),
      a
      statement of a Responsible Officer of the Borrower setting forth the details
      thereof;

     

    (e) as
      soon
      as possible and in no event later than five (5) Business Days after the receipt
      thereof by any Loan Party or any of its respective Subsidiaries, a copy of
      any
      notice, summons, citations or other written communications concerning any
      actual, alleged, suspected or threatened violation of any Environmental Law
      or
      any actual, alleged, suspected or threatened liability of any Loan Party for
      Environmental Damages, where any such violation or liability could reasonably
      be
      expected to have a Material Adverse Effect;

     

    (f) as
      soon
      as possible and in no event later than five (5) Business Days after the receipt
      thereof by any Loan Party or any of its respective Subsidiaries copies of all
      Material Notices and Material Communications received by the Borrower or any
      of
      its Subsidiaries in connection with any Material Contract;

     

    (g) as
      soon
      as possible and in no event later than five (5) Business Days after the delivery
      or receipt thereof by any Loan Party or any of its respective Subsidiaries,
      any
      notice of any material default or breach or termination given or received under
      any Material Contract, or any amendment of, supplement to or other modification
      of any Material Contract; and

     

    (h) such
      other instruments, agreements, certificates, opinions, statements, documents
      and
      information relating to the Properties, operations or condition (financial
      or
      otherwise) of the Loan Parties, or any of their respective Subsidiaries, and
      compliance by the Loan Parties, or any of its respective Subsidiaries, with
      the
      terms of this Agreement and the other Loan Documents (including “know
      your
      customer”
      and
      similar requirements), as the Administrative Agent may from time to time
      reasonably request.

     

    
      
        
        

      

      
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    Section
      6.3 Books
      and Records.
      Keep
      proper books of record and account in which full, true and correct entries
      will
      be made of its transactions in accordance with GAAP.

     

    Section
      6.4 Inspections.
      Permit
      the Administrative Agent and each Lender, or any agent or representative
      thereof, upon reasonable notice and during normal business hours (except that
      if
      an Event of Default shall have occurred and be continuing, no such notice is
      required), to visit and inspect any of the properties and offices of any Loan
      Party and their respective Subsidiaries, to conduct audits of any or all of
      the
      Collateral, to examine the books and records of any Loan Party and make copies
      thereof, and to discuss the affairs, finances and business of any Loan Party
      with, and to be advised as to the same by, their officers, auditors and
      accountants, all at such times and intervals as the Administrative Agent or
      any
      Lender may reasonably request. Any Loan Party and their respective Subsidiaries
      may have a representative attend any meeting with its independent accountants
      so
      long as such right does not unreasonably delay the scheduling of any meeting.
      Inspections pursuant to this Section 6.4
      shall be
      at such Loan Party’s
      or
      Subsidiary’s
      expense
      with respect to one (1) inspection in any calendar year and with respect to
      all
      inspections and audits during the existence of a Default or Event of
      Default.

     

    Section
      6.5 Insurance.

     

    (a) Maintain
      with financially sound and reputable insurance companies the insurance listed
      on
Schedule 6.5,
      except
      to the extent that such insurance cannot be obtained or renewed on commercially
      reasonable terms, and with respect to all of its other Properties and assets,
      as
      is usually carried by companies engaged in similar business and as is consistent
      with the prudent operation of its business.

     

    (b) Upon
      any
      amendment of an insurance policy carried by any Loan Party that could have
      a
      Material Adverse Effect, replace such amended insurance with insurance that
      is
      similar to the insurance prior to the amendment.

     

    Section
      6.6 Governmental
      Charges.
      Promptly pay and discharge when due all taxes and other Governmental Charges
      (taking into account all available extensions) which, if unpaid, could
      reasonably be expected to have a Material Adverse Effect, except such taxes
      or
      Governmental Charges as may in good faith be contested or disputed and as to
      which adequate reserves (determined in accordance with GAAP) have been
      established; provided
      that in
      each such case no Property material to the conduct of the businesses of the
      Loan
      Parties is at impending risk of being seized, levied upon or
      forfeited.

     

    Section
      6.7 Use
      of
      Proceeds.
      Use the
      proceeds of the Loans only for the respective purposes set forth in Section 2.7.
      Each
      Loan Party shall not use any part of the proceeds of any Loan, directly or
      indirectly, for the purpose of purchasing or carrying any Margin Stock or for
      the purpose of purchasing or carrying or trading in any securities under such
      circumstances as to involve any Loan Party, any Lender or the Administrative
      Agent in a violation of Regulations T, U or X issued by the Federal Reserve
      Board.

     

    Section
      6.8 General
      Business Operations.
      (i)
      Preserve, renew and maintain in full force their legal existence and good
      standing under the Governmental Rules of the jurisdiction of their organization,
      each other jurisdiction reasonably necessary for the conduct of their business,
      and all of their rights, licenses, leases, qualifications, privileges franchises
      and other authority reasonably necessary to the conduct of their business,
      (ii)
      conduct their business activities in compliance with all applicable Legal
      Requirements, and (iii) keep all material Property useful and necessary to
      their
      business in good working order and condition in a manner consistent with prudent
      engineering practice, ordinary wear and tear excepted; except, in each case
      where any failure, either individually or in the aggregate, could not reasonably
      be expected to have a Material Adverse Effect. Each Loan Party shall maintain
      its chief executive offices and principal places of business in the United
      States.

     

    
      
        
        

      

      
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    Section
      6.9 Compliance
      with Legal Requirements and Contractual Obligations.
      Comply
      with, and maintain, all applicable Legal Requirements, including all applicable
      Environmental Laws, and Contractual Obligations noncompliance with which could
      reasonably be expected to have, either individually or in the aggregate, a
      Material Adverse Effect.

     

    Section
      6.10 Additional
      Collateral.
      If at
      any time from and after the Effective Date any Loan Party acquires any fee
      or
      leasehold interest in real property, deliver to the Administrative Agent, at
      its
      own expense, as soon as possible all documentation and information in form
      and
      substance reasonably satisfactory to the Administrative Agent (including any
      environmental reports) relating thereto, and assist the Administrative Agent
      in
      obtaining a deed of trust or mortgage on such real property interest;
provided
      that if
      such Loan Party is unable, after using commercially reasonable efforts (as
      determined by it in good faith), to obtain any required consent of any
      Governmental Authority for the grant of a deed of trust or mortgage, such deed
      of trust or mortgage shall not be required under this Section 6.10.

     

    Section
      6.11 Lender
      Hedging Agreements.
      The
      Borrower shall enter into and maintain Lender Hedging Agreements satisfactory
      to
      the Administrative Agent within 30 days of the Effective Date, which agreements
      shall provide coverage having a notional principal amount equal to at least
      90%
      of the aggregate amount of the Term Loans outstanding and shall comply with
      the
      interest hedging protocol set forth in Schedule 6.11.

     

    Section
      6.12 Preservation
      of Security Interests.
      Each
      Loan Party shall preserve and undertake all actions necessary to maintain the
      security interests granted under the Security Documents in full force and effect
      (including the priority thereof).

     

    Section
      6.13 Event
      of Loss.

     

    (a) The
      Borrower shall promptly notify the Administrative Agent upon any Loan Party
      having knowledge of any Event of Loss that the Borrower believes will be a
      Material Loss.

     

    (b) If
      a
      Material Loss occurs, unless the restoration, repair, replacement or rebuilding
      of the applicable Property is reasonably determined by the Borrower not to
      be
      required for the conduct of its business or the business of any of its
      Subsidiaries, the failure to make such restoration, repair, replacement or
      rebuilding will not have a Material Adverse Effect and the Borrower elects
      not
      to undertake such restoration, repair, replacement or rebuilding (in which
      event
      the Net Insurance Proceeds, as the case may be, shall be applied to a mandatory
      prepayment of the Loans in accordance with Section 2.9(c)(iv)),
      the
      Borrower (or the Subsidiary reporting the Material Loss) shall as soon as
      practicable commence and complete the repair, restoration or replacement of
      the
      applicable Property.

     

    
      
        
        

      

      
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    Section
      6.14 Priority
      of Obligations.
      The
      Obligations rank and will at all times rank at least pari passu
      with all
      other Indebtedness of the Borrower, whether now existing or hereafter
      outstanding.

     

    Section
      6.15 New
      Subsidiaries.
      The
      Borrower shall at its own expense, promptly, and in any event within thirty
      (30)
      Business Days after the formation or acquisition of any new direct or indirect
      Wholly Owned Subsidiary (i) notify the Administrative Agent of such event,
      (ii)
      amend the Security Documents as appropriate in light of such event to pledge
      to
      the Collateral Agent for the benefit of the Secured Parties 100% of the Equity
      Securities of such Wholly Owned Subsidiary and execute and deliver all documents
      or instruments required thereunder or appropriate to perfect the security
      interest created thereby, (iii) deliver to the Collateral Agent all stock
      certificates and other instruments added to the Collateral thereby free and
      clear of all Liens, accompanied by undated stock powers or other instruments
      of
      transfer executed in blank, (iv) cause each such Person that becomes a direct
      or
      indirect Wholly Owned Subsidiary after the date hereof to execute a guaranty
      and
      security agreement in form and substance satisfactory to the Administrative
      Agent, (v) cause each document (including each Uniform Commercial Code financing
      statement and each filing with respect to intellectual property owned by each
      such Person that becomes a direct or indirect Wholly Owned Subsidiary of the
      Borrower after the date hereof) required by law or reasonably requested by
      the
      Administrative Agent to be filed, registered or recorded in order to create
      in
      favor of the Collateral Agent for the benefit of the Lenders a valid, legal
      and
      perfected first-priority security interest in and lien on the Collateral subject
      to the Security Documents to be so filed, registered or recorded and evidence
      thereof delivered to the Administrative Agent (provided
      that no
      filing shall be required with respect to intellectual property if the
      Administrative Agent determines that such property is not material to the
      business of such Subsidiary), and (vi) deliver an opinion of counsel in form
      and
      scope comparable to the opinion delivered pursuant to Section
      4.1(g)(i)
      to the
      Administrative Agent with respect to each such Person and the matters set forth
      in this Section.

     

    Section
      6.16 Remedial
      Plans; Use Agreement and Lock-Up Event

     

    (a) Use
      Agreement Remedial Plan.
      Upon
      receipt of formal written notification from the City of Chicago or any agency
      thereof of its intent to revoke the use of the “Public
      Ways”
      pursuant
      to the terms of the Use Agreement, the Borrower shall promptly notify the
      Administrative Agent of such event or notification (a “Use
      Agreement Notification Plan Event”)
      and the
      Borrower shall prepare and implement a remedial plan (a “Use
      Agreement Remedial Plan”)
      in the
      manner set forth below:

     

    (i) the
      Borrower shall, within fifteen (15) days of a Use Agreement Remedial Plan Event,
      deliver to the Lenders a draft Use Agreement Remedial Plan, certified by a
      Responsible Officer of the Borrower, setting forth, in reasonable detail, the
      reasons for the Use Agreement Remedial Plan Event, the action taken or proposed
      to be taken by the Borrower to cure such event giving rise to the a Use
      Agreement Notification Plan Event;

     

    
      
        
        

      

      
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    (ii) following
      receipt of the draft Use Agreement Remedial Plan, the Borrower and the
      Administrative Agent (acting on the instructions of the Required Lenders) shall
      consult in good faith to review the draft Use Agreement Remedial Plan in order
      to produce a Use Agreement Remedial Plan agreed by both the Borrower and the
      Administrative Agent;

     

    (iii) if
      within
      five (5) days of receipt of the draft Use Agreement Remedial Plan pursuant
      to
clause (ii)
      above,
      no agreement has been reached between the Borrower and the Administrative Agent,
      the Administrative Agent shall be entitled to commission an independent review
      by a Person with appropriate professional expertise (a “Use
      Agreement Independent Review”)
      to be
      undertaken at the Borrower’s
      sole
      cost and expense. The Use Agreement Independent Review shall examine the causes
      of the Use Agreement Remedial Plan Event and recommend within five (5) days
      of
      being commissioned appropriate measures to remedy the Use Agreement Remedial
      Plan Event (having regard to the need for long term stability for the
      Borrower’s
      business) and shall include full consultation with the Borrower. The Borrower
      will co-operate with the Person appointed to prepare the Use Agreement
      Independent Review, including providing reasonable access to the Chicago
      District Cooling Project; and

     

    (iv) the
      Borrower shall upon receipt of the Use Agreement Independent Review produce
      a
      new draft Use Agreement Remedial Plan having given due consideration to the
      content of the Use Agreement Independent Review within three (3) days of receipt
      thereof and the Borrower shall deliver the new draft Use Agreement Remedial
      Plan
      to the Lenders. If the Administrative Agent (acting on the instructions of
      the
      Required Lenders) agrees that the new draft Use Agreement Remedial Plan is
      generally consistent with the content of the Use Agreement Independent Review,
      then the new draft Use Agreement Remedial Plan shall become the final Use
      Agreement Remedial Plan and shall be promptly implemented by the
      Borrower.

     

    In
      the
      event that the time period for the Borrower to respond to a notice of revocation
      from the City of Chicago is extended beyond thirty (30) days in accordance
      with
      the terms of the Use Agreement, then the time periods above shall be similarly
      extended.

     

    (b) Lock-Up
      Event Remedial Plan.
      If the
      Borrower shall fail to satisfy any of the tests set forth in Section 7.6(a)(i)
      on any
      two successive Calculation Dates, the Borrower shall prepare and implement
      a
      remedial plan (a “Lock-Up
      Remedial Plan”)
      in the
      manner set forth below:

     

    (i) the
      Borrower shall, within thirty (30) days of the commencement of the Lock-Up
      Event, deliver to the Lenders a draft Lock-Up Remedial Plan, certified by a
      Responsible Officer of the Borrower, setting forth, in reasonable detail, the
      reasons for the Lock-Up Event, the action taken or proposed to be taken by
      the
      Borrower in order to achieve an Interest Coverage Ratio of 1.50:1.00 or greater
      and a Leverage Ratio of less than 5.5%, if within the first two years and 6%
      thereafter, for following Calculation Dates and such other information with
      respect thereto as any Lender may reasonably request;

     

    (ii) following
      receipt of the draft Lock-Up Remedial Plan, the Borrower and the Administrative
      Agent (acting on the instructions of the Required Lenders) shall consult in
      good
      faith to review the draft Lock-Up Remedial Plan in order to produce a Lock-Up
      Remedial Plan agreed to by both the Borrower and the Administrative
      Agent;

     

    
      
        
        

      

      
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    (iii) if
      within
      thirty (30) days of receipt of the draft Lock-Up Remedial Plan pursuant to
      clause (ii)
      above,
      no agreement has been reached between the Borrower and the Administrative Agent,
      the Administrative Agent shall be entitled to commission an independent review
      by a Person with appropriate professional expertise (a “Lock-Up
      Independent Review”)
      to be
      undertaken at the Borrower’s
      sole
      cost and expense. The Lock-Up Independent Review shall examine the causes of
      the
      Lock-Up Remedial Plan Event and recommend within fifteen (15) days of being
      commissioned appropriate measures to remedy the Lock-Up Remedial Plan Event
      (having regard to the need for long term stability for the Borrower’s
      business) and shall include full consultation with the Borrower. The Borrower
      will co-operate with the Person appointed to prepare the Lock-Up Independent
      Review, including providing such reasonable access to the books, records and
      personnel of the Borrower and its subsidiaries as may be required for these
      purposes; and

     

    (iv) the
      Borrower shall within fifteen (15) days of receipt of the Lock-Up Independent
      Review produce a new draft Lock-Up Remedial Plan having given due consideration
      to the content of the Lock-Up Independent Review. Upon receipt of the new draft
      Lock-Up Remedial Plan, it shall become the final Lock-Up Remedial Plan and
      shall
      be implemented promptly by the Borrower.

     

    Section
      6.17 Payment
      to Lock-Up Account.
      During
      any Lock-Up Period, 

     

    (a) the
      Borrower shall remit (or cause its Subsidiaries to remit) the proceeds of any
      dividend or other distribution (whether in cash, securities or other property)
      made by a Subsidiary and 

     

    (b) the
      Borrower shall remit the collected credit balance of any bank account or
      securities account maintained by the Borrower, 

     

    in
      each
      case to and for deposit in the Lock-Up Account, except to the extent restricted
      by applicable Governmental Rules or any Governmental Authority, and such that
      an
      amount equal to the Excess Cash Flow as of each Calculation Date during such
      Lock-Up Period is deposited in the Lock-Up Account on each Calculation Date
      during such Lock-Up Period; provided,
      however,
      for
      purposes of calculating Excess Cash Flow, the contributions with respect to
      Northwind Aladdin shall equal the Northwind Percentage multiplied
      by the
      contribution Northwind Aladdin would make to Excess Cash Flow absent this
      proviso.

     

    Section
      6.18 Equity
      Contribution Proceeds.
      The
      Borrower shall apply all proceeds of any equity contributions or similar
      financing arrangements from any direct or indirect shareholder, member or owner
      of the Borrower to repay or prepay the Term Loans or the Capital Expenditure
      Loans, to pay for capital expenditures, or to finance acquisitions to the extent
      they are permitted by Section
      7.4.

     

    Section
      6.19 Reduction
      in Letters of Credit.
      If the
      Borrower requests a Letter of Credit with respect to any Applicable Project,
      then to the extent the Borrower requests Capital Expenditure Loans, the proceeds
      of which shall be used for the payment of Capital Expenditures for such
      Applicable Project, the Borrower shall cause the beneficiary of such Letter
      of
      Credit, within seven (7) Business Days of receipt of the proceeds of such
      Capital Expenditure Loan, to return such Letter of Credit to the Issuing Bank
      for cancellation or reduction of the face amount of such Letter of Credit (by
      way of delivery of certification to the Issuing Bank for such reduction of
      such
      face amount in accordance with the terms of the Letter of Credit) by the amount
      of such proceeds to be paid to such beneficiary by the Borrower or such Loan
      Party. The undrawn amount of any Letter of Credit terminated or the amount
      of
      any reduction in any Letter of Credit as required pursuant to this Section
      6.19
      shall be
      referred to herein as an “LC
      Reduction.”

     

    
      
        
        

      

      
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    Section
      6.20 Delivery
      of Tenant Lender Agreement.
      Within
      60 days of the Effective Date, the Borrower shall, pursuant to the Lease, dated
      December 31, 1996, between the LaSalle National Trust, N.A. (not individually,
      but solely as trustee under the trust agreement dated May 27, 1981, and known
      as
      Trust No. 104000) and MDE Thermal (f.k.a. Unicom Thermal Technologies Inc.)
      with
      regard to The Merchandise Mart, 200 World Trade Center, Chicago, Illinois (the
      “Merchandise
      Mart Lease”)
      deliver
      an executed Tenant Lender Agreement (as such term is defined under the
      Merchandise Mart Lease) in form and substance acceptable to the Administrative
      Agent. 

     

    ARTICLE
      VII

    NEGATIVE
      COVENANTS

     

    Until
      the
      termination of the Commitments and the satisfaction in full by the Borrower
      of
      all Obligations, the Borrower covenants and agrees that:

     

    Section
      7.1 Indebtedness
      and Guarantee Obligations.

     

    (a) No
      Loan
      Party or their respective Subsidiaries shall create, incur, assume or permit
      to
      exist any Indebtedness or Guarantee Obligations except for the following
      (“Permitted
      Indebtedness”):

     

    (i) Indebtedness
      of the Loan Parties under the Loan Documents;

     

    (ii) Indebtedness
      of the Loan Parties listed in Schedule 5.27(a)
      and
      existing on the date of this Agreement, all of which Indebtedness identified
      in
Schedule 5.27(a)
      as being
      repaid in connection with the Term Loan Borrowing shall be repaid concurrently
      with such Borrowing;

     

    (iii) Indebtedness
      of the Borrower under Lender Hedging Agreements entered into with respect to
      the
      Loans in accordance with Section 6.11;

     

    (iv) Indebtedness
      of the Borrower that is both structurally and contractually subordinate to
      the
      Obligations on terms satisfactory to the Administrative Agent (such terms to
      include that payments of principal of and interest on such Indebtedness are
      payable solely from amounts otherwise available for the payment of Distributions
      pursuant to Section 7.6);

     

    
      
        
        

      

      
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    (v) Indebtedness
      for unsecured working capital or overdraft facilities in an aggregate principal
      amount not exceeding $2,000,000 at any one time outstanding;

     

    (vi) Indebtedness
      arising from Capital Leases in an aggregate principal amount not exceeding
      $2,000,000 at any one time outstanding;

     

    (vii) Indebtedness
      under reimbursement obligations in respect of (A) Existing Letters of Credit
      and
      (B) letters of credit issued for performance, surety, appeal, commodity purchase
      or indemnity bonds or with respect to workers’
      compensation claims, insurance, environmental or statutory obligations, in
      each
      case incurred in the ordinary course of business in an aggregate principal
      amount not exceeding $2,000,000 at any one time outstanding;

     

    (viii) Indebtedness
      by any Loan Party to any other Loan Party;

     

    (ix) Northwind
      Aladdin Notes;

     

    (x) purchase
      money Indebtedness in an aggregate principal amount not exceeding $2,000,000
      at
      any one time outstanding;

     

    (xi) other
      Indebtedness in an aggregate principal amount not exceeding $2,000,000 at any
      one time outstanding.

     

    provided,
      however,
      the
      aggregate amount of Indebtedness for the Borrower and its Subsidiaries
      outstanding at any time under clauses (v), (vi), (vii), (x) and (xi) shall
      not
      exceed $3,000,000.

     

    (b) Notwithstanding
      the foregoing in clause (a) above, with respect to Northwind Aladdin,
“Permitted
      Indebtedness”
      shall be
      limited to the Northwind Aladdin Notes, the Northwind Investment to the extent
      made in the form of intercompany Indebtedness, and Indebtedness incurred in
      the
      ordinary course of business not to exceed $1,000,000.

     

    Section
      7.2 Liens,
      Negative Pledges.
      No Loan
      Party or its Subsidiaries shall create, incur, assume or permit to exist any
      Lien on or with respect to any of its Property, in either case whether now
      owned
      or hereafter acquired, except for the following (“Permitted
      Liens”):

     

    (a) Liens
      in
      favor of the Collateral Agent under the Security Documents;

     

    (b) Liens
      listed in Schedule 5.27(b)
      and
      existing on the date of this Agreement, all of such Liens that secure
      Indebtedness that is identified in Schedule 5.27(a)
      as being
      repaid in connection with the initial Borrowing of Loans shall be terminated
      concurrently with such Borrowing;

     

    (c) Liens
      for
      taxes or other Governmental Charges not at the time delinquent or thereafter
      payable without penalty or being contested in good faith, provided
      that
      adequate reserves for the payment thereof have been established in accordance
      with GAAP and no Property of the Borrower or its Subsidiaries is subject to
      impending risk of loss or forfeiture by reason of nonpayment of the obligations
      secured by such Liens;

     

    
      
        
        

      

      
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    (d) Liens
      of
      carriers, warehousemen, mechanics, materialmen, vendors, and landlords and
      other
      similar Liens imposed by law and incurred in the ordinary course of business
      consistent with past practice for sums which are not overdue more than forty
      five (45) days or are being contested in good faith, provided
      that
      adequate reserves for the payment thereof have been established in accordance
      with GAAP;

     

    (e) deposits
      under workers’
      compensation, unemployment insurance and social security laws or to secure
      the
      performance of bids, tenders, contracts (other than for the repayment of
      borrowed money) or leases, or to secure statutory obligations of surety or
      appeal bonds or to secure indemnity, performance or other similar bonds in
      the
      ordinary course of business consistent with past practice;

     

    (f) zoning
      restrictions, easements, rights-of-way, title irregularities and other similar
      encumbrances, which alone or in the aggregate are not substantial in amount
      and
      do not materially detract from the value of the Property subject thereto or
      interfere with the ordinary conduct of the business of the Borrower or its
      Subsidiaries;

     

    (g) Liens
      on
      fixed or capital assets acquired, constructed or improved by the Borrower or
      its
      Subsidiaries; provided
      that (i)
      such security interests secure Indebtedness permitted by Sections 7.1(a)(vi)
      or
(a)(x),
      (ii)
      such security interests and the Indebtedness secured thereby are incurred prior
      to or within ninety (90) days after such acquisition or the completion of such
      construction or improvement, and (iii) such security interests shall not apply
      to any other property or assets of the Borrower or its Subsidiaries;
      and

     

    (h) Liens
      incurred in connection with the extension, renewal or refinancing of the
      Indebtedness secured by the Liens described in clause (b)
      or
(g)
      above,
provided
      that any
      extension, renewal or replacement Lien (i) is limited to the Property covered
      by
      the existing Lien and (ii) secures Indebtedness which is no greater in amount
      and has material terms no less favorable to the Lenders than the Indebtedness
      secured by the existing Lien.

     

    Section
      7.3 Asset
      Dispositions.
      None of
      the Loan Parties or their respective Subsidiaries shall, directly or indirectly,
      sell, lease, convey, transfer or otherwise dispose of any Property, whether
      now
      owned or hereafter acquired, or enter into any agreement to do any of the
      foregoing, except for (i) sales by the Borrower or its Subsidiaries of inventory
      to Persons in the ordinary course of their businesses, (ii) the granting of
      any
      option or other right to purchase, lease or otherwise acquire inventory in
      the
      ordinary course of the Borrower’s
      business or the business of its Subsidiaries, and (iii) the disposition of
      equipment and other assets which are obsolete, worn out, or no longer used
      or
      useful in the conduct of the business of any of the Loan Parties.

     

    Section
      7.4 Mergers,
      Acquisitions, etc.
      None of
      the Loan Parties shall consolidate with or merge into any other Person or permit
      any other Person to merge into it, acquire any Person as a new Subsidiary or
      acquire all or substantially all of the assets of any other Person without
      the
      prior written approval of the Administrative Agent acting at the direction
      of
      the Required Lenders; provided
      that the
      Loan Parties may merge with each other, (and with other Subsidiaries of the
      Borrower which become Loan Parties); and provided,
      further,
      that
      (i) no Default or Event of Default will result after giving effect to any such
      merger and (ii) in any such merger involving the Borrower, the Borrower is
      the
      surviving Person.

     

    
      
        
        

      

      
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    Section
      7.5 Investments.
      None of
      the Loan Parties shall make any Investment except for Investments in the
      following:

     

    (a) Investments
      in cash and Cash Equivalents;

     

    (b) Investments
      credited to securities accounts established and maintained in accordance with
      Section 6.10
      which
      are subject to Control Agreements;

     

    (c) Investments
      by any Loan Party in another Loan Party; and

     

    (d) Investment
      by the Borrower in Northwind Aladdin with respect to the Northwind Investment
      subject to the following restrictions:

     

    (i) proceeds
      of the Loans in an amount not to exceed $5,000,000 provided
      that
      such Investment is made in the form of Indebtedness that is pari passu
      with
      other senior Indebtedness of Northwind Aladdin and secured to the extent that
      other Persons providing any financing for the Northwind Investment are secured;
      or 

     

    (ii) in
      an
      additional amount that is up to the proceeds of an Equity Issuance of the
      Borrower to MDE Parent and which is contributed from the Borrower to ETT Nevada,
      Inc. and from ETT Nevada, Inc., to Northwind Aladdin subject to, and in
      accordance with, the applicable restrictions under the Security Documents.
      

     

    Section
      7.6 Distributions.

     

    (a) The
      Borrower or its Subsidiaries shall not make any Distributions (other than
      Distributions made by a Subsidiary to any Loan Party) or set apart any sum
      for
      any such purpose, except that, subject to clause (b)
      and (c)
      below,
      the Borrower may make cash Distributions in an aggregate amount equal to Cash
      Available for Distribution as of the Calculation Date then most recently ended
      and on a date that is at least five (5) Business Days following the end of
      the
      applicable Test Period if the following conditions have been
      satisfied:

     

    (i) (A)
      the
      Interest Coverage Ratio for the Test Period ending on such Calculation Date
      is
      greater than 1.50:1.00; (B) the Leverage Ratio for the Test Period ending on
      such Calculation Date is equal to or greater than (x) 5.5% for each Calculation
      Date until the second anniversary of the Effective Date and (y) thereafter,
      equal to or greater than 6.0%; and (C) no Default or Event of Default shall
      have
      occurred and be continuing as of the date of such Distribution;

     

    (ii) no
      Aladdin Contract Event shall have occurred and be continuing; and

     

    (iii) the
      Borrower shall have provided the Administrative Agent with a certificate of
      a
      Responsible Officer of the Borrower certifying that the Borrower is in
      compliance with the provisions of the preceding clauses (i)
      and (ii).

     

    
      
        
        

      

      
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    The
      failure of the Borrower to satisfy the conditions set forth in clause (a)(i)
      or
clause (a)(ii)
      shall be
      referred to as a “Lock-Up
      Event.”
The
      tests set forth in clauses (a)(i)(A)
      or (B)
      or
clause (a)(ii)
      shall be
      made on each Calculation Date irrespective of a request for a Distribution
      by
      the Borrower.

     

    (b) If
      a
      Lock-Up Event shall have occurred with respect to clause (a)(i)
      and is
      continuing as of any Calculation Date, the Borrower shall not declare or make
      any Distribution unless and until such time as:

     

    (i) the
      Borrower shall have satisfied each of the conditions set forth in such
      clause as of two consecutive Calculation Dates following the occurrence of
      such Lock-Up Event and

     

    (ii) all
      of
      the other requirements of Section 7.6(a)
      are
      satisfied.

     

    (c) If
      a
      Lock-Up Event shall have occurred solely with respect to clause (a)(ii) (in
      other words, an Aladdin Contract Event has occurred) and is continuing as of
      any
      Calculation Date, the Borrower shall not declare or make any Distribution unless
      and until such time as:

     

    (i) the
      Borrower can demonstrate to the Administrative Agent on two consecutive
      Calculation Dates (the Calculation Date for which a calculation is being made
      being the “Calculation
      Test Date”),
      occurring after such Aladdin Contract Event, that the Interest Coverage Ratio
      (A) calculated on an historical basis for the 12-month period ending on the
      Calculation Test Date and (B) calculated on a looking forward basis for the
      twelve-month period commencing on the date after such Calculation Test Date,
      in
      each case, is greater than 80% multiplied by the Interest Coverage Ratio in
      the
      Base Case Projections for the same twelve-month period;

     

    (ii) if
      the
      Use Agreement has been extended to a Revised Use Agreement Termination Date,
      the
      Borrower delivers to the Administrative Agent Revised Base Case Projections
      that
      show (and the Model Auditor agrees that it shows) that notwithstanding such
      Aladdin Contract Event, (A) all Obligations of the Borrower under this Agreement
      can be repaid in full with cash sweeps of 100% of Excess Cash Flow as projected
      for each Calculation Date from the Maturity Date and ending on the Revised
      Use
      Agreement Termination Date and (B) for each Calculation Date from the Maturity
      Date and ending on the Revised Use Agreement Termination Date, the Interest
      Coverage Ratio is 1.50:1.00 or higher; or

     

    (iii) the
      Borrower prepays the Term Loan and/or reduces the Capital Expenditure Loan
      Commitments in an amount equal to the greater of (A) an amount sufficient so
      that the Interest Coverage Ratio calculated on a looking forward basis for
      the
      twelve-month period commencing on the date after such Calculation Date, is
      greater than 80% multiplied by the Interest Coverage Ratio in the Base Case
      Projections for the same twelve-month period and (B) an amount sufficient to
      reduce the sum of (x) the outstanding principal amount of the Term Loans and
      Capital Expenditure Loans and (y) the Available Term Loan Commitments and
      Available Capital Expenditure Loan Commitments, to an aggregate amount that
      is
      not greater than $150,000,000;

     

    
      
        
        

      

      
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    and
      provided
      that all
      of the other requirements of Section 7.6(a)
      other
      than with respect to an Aladdin Contract Event are satisfied.

     

    (d) The
      period during which the Borrower may not declare or make any Distribution
      pursuant to clauses
      (b)
      or
(c)
      above is
      referred to as a “Lock-Up
      Period”.

     

    (e) If
      at any
      time a Lock-Up Event has occurred and is continuing, the Borrower may not
      withdraw or apply funds from the Lock-Up Account; provided
      that the
      Borrower may distribute cash and pay amounts to pay for (i) taxes due by the
      Loan Parties, (ii) necessary Maintenance Capital Expenditures, (iii) Required
      Capital Expenditures, (iv) mandatory prepayments pursuant to Section
      2.9(c)
      and (v)
      Mandatory Debt Service.

     

    (f) Proceeds
      in the Lock-Up Account during a Lock-Up Period shall be applied as
      follows:

     

    (i) Beginning
      on the third consecutive Calculation Date (including such Calculation Date)
      in
      any Lock-Up Period, the Collateral Agent, and on each Calculation Date
      thereafter until the Lock-Up Period ends (acting at the direction of the
      Administrative Agent) shall be permitted to transfer funds in the Lock-Up
      Account to the Administrative Agent for application to the mandatory prepayment
      of Loans accordance with Section 2.9(c)(vii),
      (each
      such Calculation Date, a “Sweep
      Calculation Date”).

     

    (ii) The
      amount of funds in the Lock-Up Account to be applied to mandatory prepayment
      in
      accordance with Section 2.9(c)(vii)
      on any
      Sweep Calculation Date shall be equal to the amount of funds deposited in the
      Lock-Up Account during the three-month period ending six months prior to such
      Sweep Calculation Date, less
      the
      amount of such funds that were distributed to and were used to pay the amounts
      set forth in the proviso of clause
      (e)
      above
      during such three-month period.

     

    Section
      7.7 Change
      in Business.
      The
      Borrower or its Subsidiaries shall not engage, either directly or indirectly,
      in
      any business other than the business conducted by the Borrower as of the date
      hereof or any business related or incidental thereto.

     

    Section
      7.8 ERISA.
      Except
      as set forth in Schedule 7.8,
      the
      Borrower or its Subsidiaries shall not:

     

    (a) take
      any
      action which will result in the partial or complete withdrawal, within the
      meanings of sections 4203 and 4205 of ERISA, from a Multiemployer
      Plan;

     

    (b) engage
      or
      permit any Person to engage in any transaction prohibited by Section 406 of
      ERISA or Section 4975 of the IRC involving any Employee Benefit Plan or
      Multiemployer Plan which would subject the Borrower to any tax, penalty or
      other
      liability including a liability to indemnify;

     

    (c) incur
      or
      allow to exist any accumulated funding deficiency (within the meaning of
      Section 412 of the IRC or Section 302 of ERISA) with respect to any
      Employment Benefit Plan;

     

    
      
        
        

      

      
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    (d) fail
      to
      make full payment when due of all amounts due as contributions to any Employee
      Benefit Plan or Multiemployer Plan;

     

    (e) fail
      to
      comply with the requirements of Section 4980B of the IRC or Part 6 of Title
      I(B) of ERISA; or

     

    (f) adopt
      any
      amendment to any Employee Benefit Plan which would require the posting of
      security pursuant to Section 401(a)(29) of the IRC,

     

    where
      singly or cumulatively, the above event or events could reasonably be expected
      to have a Material Adverse Effect.

     

    Section
      7.9 Transactions
      with Affiliates.
      Other
      than the Income Tax Sharing Agreement, dated as of December 23, 2004, by and
      among MIC, the Loan Parties (other than Northwind Midway) and certain other
      indirect Subsidiaries of MIC and except as otherwise permitted by the Loan
      Documents, the Borrower or its Subsidiaries shall not enter into any Contractual
      Obligation with any Affiliate or engage in any other transaction with any
      Affiliate except upon terms as least as favorable to the Borrower or its
      Subsidiaries as an arms-length transaction with unaffiliated
      Persons.

     

    Section
      7.10 Accounts.
      The
      Borrower or its Subsidiaries shall not maintain bank accounts or securities
      accounts other than (i) the bank accounts and securities accounts listed in
      Schedule 5.25,
      provided that effective Control Agreements are maintained with respect to these
      accounts, and (ii) additional bank accounts and securities accounts established
      after the Effective Date for the working capital needs of the Borrower which
      are
      subject to Control Agreements.

     

    Section
      7.11 Accounting
      Changes.
      The
      Borrower shall not change (i) its fiscal year or (ii) its accounting practices
      except as required by GAAP.

     

    Section
      7.12 Amendments
      etc. of Material Contracts.
      Without
      the prior written consent of the Administrative Agent, the Borrower or its
      Subsidiaries shall not (i) cancel or terminate or replace or enter into any
      Material Contract, (ii) consent to or accept any cancellation or termination
      of
      any Material Contract, (iii) amend, modify or supplement in any material respect
      any Material Contract or any document executed and delivered in connection
      therewith, (iv) waive any material default under, or material breach of, any
      Material Contract or waive, fail to enforce, forgive, compromise, settle, adjust
      or release any material right, interest or entitlement, howsoever arising,
      under, or in respect of any Material Contract or in any way vary, or agree
      to
      the variation of, any material provision of such Material Contract or of the
      performance of any material covenant or obligation by any other Person under
      any
      Material Contract or (v) assign (other than pursuant to the Security Documents)
      or otherwise dispose of (by operation of law or otherwise) any part of its
      interest in any Material Contract; provided,
      however,
      that
      the Borrower or its Subsidiaries may, without violating the provisions of this
      Section 7.12,
      do any
      of the foregoing without the prior written consent of the Administrative Agent,
      if such actions could not, individually or in the aggregate, reasonably be
      expected to result in a Material Adverse Effect.

     

    
      
        
        

      

      
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    Section
      7.13 Joint
      Ventures.
      No Loan
      Party shall enter into any Joint Venture; provided,
      that
      ETT Nevada, Inc. may be a member of Northwind Aladdin, LLC pursuant to the
      Northwind Aladdin LLC Agreement.

     

    Section
      7.14 Management
      Fees.
      No Loan
      Party shall pay any management fees other than (i) management fees paid by
      a
      Loan Party to another Loan Party or Loan Parties, (ii) reasonable overhead
      sharing fees payable to Affiliates of any Loan Party for legal, accounting,
      tax,
      computer and other centralized management services provided to the Loan Parties
      in lieu of such Loan Parties having their own employees for such functions
      in
      all cases as on an arms-length transaction with unaffiliated Persons, and (iii)
      allocation of parent company management fees under the Services Agreement among
      MIC and its direct and indirect subsidiaries, dated as of June 7, 2006;
provided
      that
      such allocation is not prohibited under Section
      7.6.

     

    Section
      7.15 Jurisdiction
      of Formation.
      No Loan
      Party shall change its jurisdiction of formation except upon not less than
      ninety (90) days prior written notice to the Administrative Agent.

     

    Section
      7.16 Foreign
      Assets Control Regulations.
      The
      Borrower or its Subsidiaries shall not use the proceeds of any
      Borrowing:

     

    (i) to
      fund
      any operations of, to finance any investments or activities in, or to make
      any
      payments to, any person named on the list of Specially Designated Nationals
      or
      Blocked Persons maintained by the U.S. Department of the Treasury’s
      Office
      of Foreign Assets Control; or

     

    (ii) to
      fund
      any operations in, to finance any investments or activities in, or to make
      any
      payments to, an agency of the government of a country, an organization
      controlled by a country, or a person resident in a country that is subject
      to a
      sanctions program administered by the U.S. Department of the
      Treasury’s
      Office
      of Foreign Assets Control under 31 C.F.R. Chapter V.

     

    Section
      7.17 Restrictive
      Agreements.
      Directly or indirectly, enter into, or incur or permit to exist any agreement
      or
      other arrangement that prohibits, restricts or imposes any condition upon (a)
      the ability of any Loan Party to create, incur or permit to exist any Lien
      upon
      any of its material Property or assets (except as permitted under Section 7.2),
      or
(b)
      the
      ability of any Subsidiary to pay dividends or other distributions with respect
      to, or to return capital in respect of its common equity interests or to make
      or
      repay loans or advances to any Loan Party or to Guarantee Obligations of any
      Loan Party; provided
      that the
      foregoing shall not apply to (i) prohibitions, restrictions and conditions
      imposed by any applicable Governmental Rule or this Agreement and (ii)
      restrictions imposed by the Northwind Aladdin LLC Agreement and the Northwind
      Aladdin Notes (other than restrictions under the control of the Borrower) as
      of
      the Effective Date.

     

    Section
      7.18 Certain
      Financial Covenants.

     

    (i) Interest
      Coverage Ratio.
      The
      Borrower will not permit the Interest Coverage Ratio at the end of any Test
      Period to be less than 1.20:1.00.

     

    
      
        
        

      

      
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    (ii) Leverage
      Ratio.
      The
      Borrower will not permit the Leverage Ratio at the end of any Test Period to
      be
      less than 4.00%.

     

    ARTICLE
      VIII

    EVENTS
      OF DEFAULT; REMEDIES

     

    Section
      8.1 Events
      of Default.
      Any one
      or more of the following events shall constitute an Event of
      Default:

     

    (a) the
      Borrower (i) shall fail to pay any principal of any Loan or any Hedging
      Termination Obligation when and as the same shall become due and payable,
      whether at the due date thereof or at a date fixed for prepayment thereof or
      otherwise, or (ii) shall fail to pay any interest on any Loan or any amount
      that
      is payable periodically in respect of any Hedging Obligation, when and as the
      same shall become due and payable, or (iii) shall fail to transfer any amounts
      to the Collateral Agent when and as required in accordance with Section 7.6(b)
      or
(c),
      or (iv)
      shall fail to pay any fee or any other amount under the Loan Documents on the
      date when due, unless
      any such
      failure with respect to clauses
      (ii), (iii)
      or
(iv)
      above is
      caused by technical or administrative error and is remedied within three (3)
      Business Days; or

     

    (b) any
      Loan
      Party shall fail to comply with any covenant or agreement contained in
Section 6.2(a)(v),
      Section 6.8(i),
      Section
      6.11,
      Section 7.1,
      Section 7.2,
      Section 7.3,
      Section 7.4,
      Section 7.5,
      Section 7.6,
      Section 7.16,
      or
Section 7.18;
      or

     

    (c) any
      default shall occur under any Security Document and such default shall continue
      beyond any period of grace provided with respect thereto; or

     

    (d) any
      Loan
      Party shall fail to comply with any covenant or agreement under this Agreement
      or under any other Loan Document (other than those specified in clauses (a),
      (b)
      or (c)
      above),
      and such failure is not remedied within thirty (30) days after notice thereof
      from the Administrative Agent to the Borrower (which notice will be given at
      the
      request of the Required Lenders); provided
      that if
      such failure is capable of remedy but by its nature cannot reasonably be cured
      within thirty (30) days, such Loan Party shall have such additional time not
      exceeding thirty (30) days as may be necessary to cure such failure so long
      as
      such Loan Party proceeds with all due diligence to cure such failure, such
      failure is cured within such additional time period, and such delay is not
      reasonably likely to have a Material Adverse Effect; or

     

    (e) any
      representation or warranty made by the Borrower or any other Loan Party in
      any
      Loan Document to which it is a party, or in any certificate or document
      delivered to the Administrative Agent or Collateral Agent by the Borrower or
      any
      other Loan Party pursuant to any Loan Document, shall prove to have been
      incorrect when made or deemed made and a Material Adverse Effect would
      reasonably be expected to result therefrom; or

     

    (f) any
      Loan
      Party or its Subsidiaries shall (i) fail to make any payment on account of
      any
      Indebtedness of such Person (other than the Obligations) when due (whether
      at
      scheduled maturity, by required prepayment, upon acceleration or otherwise)
      and
      such failure shall continue beyond any originally applicable grace period
      provided with respect thereto, if the amount of such Indebtedness exceeds
      $2,500,000 or the effect of such failure is to cause, or permit the holder
      or
      holders thereof to cause, such Indebtedness of the Borrower or its Subsidiaries
      (other than the Obligations) in an aggregate amount exceeding $2,500,000 to
      become redeemable, liquidated, due or otherwise payable (whether at scheduled
      maturity, by required prepayment, upon acceleration or otherwise) and/or to
      be
      secured by cash collateral or (ii) otherwise fail to observe or perform any
      agreement, term or condition contained in any agreement or instrument relating
      to any Indebtedness (other than the Obligations), or any other event shall
      occur
      or condition shall exist, if the effect of such failure, event or condition
      is
      to cause, or permit the holder or holders thereof to cause, such Indebtedness
      of
      the Borrower or its Subsidiaries (other than the Obligations) in an aggregate
      amount exceeding $2,500,000 to become redeemable, liquidated, due or otherwise
      payable (whether at scheduled maturity, by required prepayment, upon
      acceleration or otherwise) and/or to be secured by cash collateral;
      or

     

    
      
        
        

      

      
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    (g) any
      Loan
      Party or its Subsidiaries shall (i) apply for or consent to the appointment
      of a
      receiver, trustee, liquidator or custodian of itself or of all or a substantial
      part of its Property, (ii) be unable, or admit in writing its inability, to
      pay
      its debts generally as they mature, (iii) make a general assignment for the
      benefit of its or any of its creditors, (iv) be dissolved or liquidated in
      full
      or in part, (v) become insolvent (as such term may be defined or interpreted
      under any applicable statute), or (vi) commence a voluntary case or other
      proceeding seeking liquidation, reorganization or other relief with respect
      to
      itself or its debts under any bankruptcy, insolvency or other similar law now
      or
      hereafter in effect or consent to any such relief or to the appointment of
      or
      taking possession of its Property by any official in an involuntary case or
      other proceeding commenced against it; or

     

    (h) proceedings
      for the appointment of a receiver, trustee, liquidator or custodian of any
      Loan
      Party or its Subsidiaries or of all or a substantial part of the Property
      thereof, or an involuntary case or other proceedings seeking liquidation,
      reorganization or other relief with respect to any Loan Party or its
      Subsidiaries or the debts thereof under any bankruptcy, insolvency or other
      similar law now or hereafter in effect shall be commenced and an order for
      relief entered or such proceeding shall not be dismissed or discharged within
      sixty (60) days of commencement; or

     

    (i) a
      final
      judgment that is not covered by available insurance as acknowledged in writing
      by the provider of such insurance or as certified to the Administrative Agent
      by
      an independent insurance broker or carrier satisfactory to the Administrative
      Agent is entered against the Borrower or its Subsidiaries in excess of
      $2,500,000, or any non monetary final judgment is entered against the Borrower
      or its Subsidiaries and the effect of such non monetary final judgment could
      reasonably be expected to result in a Material Adverse Effect, and, in each
      case
      such judgment remains unbonded or unsatisfied or there shall be any period
      of
      thirty (30) consecutive days during which a stay of enforcement of such
      judgment, by reason of a pending appeal or otherwise, shall not be in effect;
      or

     

    (j) (i)
      any
      Loan Document or any material term thereof shall cease, for any reason, to
      be in
      full force and effect or any Loan Party shall so assert in writing and any
      such
      event continues for ten (10) days after the earlier of the Administrative Agent
      giving notice and the Borrower becoming aware of such event; or (ii) any
      Security Document shall cease, except in accordance with its terms, to be
      effective to grant a perfected Lien on the Collateral described therein (other
      than on an immaterial portion thereof) with the priority purported to be created
      thereby; or (iii) any of the Loan Parties shall issue, create or permit to
      be
      outstanding any Equity Securities which shall not be subject to a first priority
      perfected Lien under the Security Agreements; or

     

    
      
        
        

      

      
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    (k) any
      Reportable Event which the Administrative Agent reasonably believes in good
      faith constitutes grounds for the termination of any Plan by the PBGC or for
      the
      appointment of a trustee by the PBGC to administer any Plan shall occur and
      be
      continuing for a period of thirty (30) days or more after notice thereof is
      provided to the Borrower by the Administrative Agent, or a trustee shall be
      appointed by the PBGC to administer any Plan; or

     

    (l) the
      Borrower or any of its Subsidiaries shall abandon its business operations,
      which
      abandonment shall be deemed to have occurred if the Borrower or its Subsidiaries
      fails, without reasonable cause, to conduct business operations in the ordinary
      course for a continuous period of more than thirty (30) days; or

     

    (m) any
      material Governmental Authorization necessary (i) for the execution, delivery
      and performance by any Loan Party or any of their respective Subsidiaries of
      any
      of the Loan Documents or Material Contracts to which it is a party, or for
      the
      performance by any Loan Party of its material rights and obligations under
      any
      of the Loan Documents or Material Contracts to which it is a party or (ii)
      for
      the ownership, leasing or operation of any material portion of the business
      of
      the Loan Parties or any of their respective Subsidiaries (determined on a
      consolidated basis) as conducted as of the date hereof, shall be revoked,
      terminated, withdrawn, suspended or materially modified unless (x) such
      Governmental Authorization is reinstated within ten (10) days after the
      occurrence of such event (or such longer period as is necessary to reinstate
      such Governmental Authorization, so long as the applicable Loan Party or
      Subsidiary is diligently pursuing such reinstatement and such extension of
      time
      does not result or could reasonably be expected to result in a Material Adverse
      Effect), or (y) the revocation, termination, withdrawal, suspension or
      modification of such Governmental Authorization does not result in or could
      not
      reasonably be expected to result in a Material Adverse Effect; or

     

    (n) it
      becomes unlawful for the Borrower or its Subsidiaries to perform any of its
      obligations under the Loan Documents (other than an illegality referred to
      in
Section 3.3)
      and
      such illegality could reasonably be expected to have a Material Adverse Effect;
      or

     

    (o) any
      change in the financial condition or results of operations of the Borrower
      or
      its Subsidiaries shall have occurred since the date of the latest audited
      Consolidated Financial Statements of the Borrower delivered to the
      Administrative Agent which could reasonably be expected to have a Material
      Adverse Effect; or

     

    (p) the
      termination or revocation of any Material Contract prior to its stated
      termination date or the non-renewal of a Material Contract, in each case, which
      could reasonably be expected to result in a Material Adverse Effect;
      or

     

    (q) the
      City
      of Chicago exercises its right to request the relocation or removal of any
      material portion of the Chicago District Cooling Project pursuant to the terms
      of the Use Agreement or revokes any permit with respect to the Chicago District
      Cooling Project, that in any such case would have a Material Adverse Effect;
      or

     

    
      
        
        

      

      
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    (r) any
      of
      the Loan Parties shall fail to comply with Legal Requirements or Environmental
      Laws, in each case if such failure could reasonably be expected to have a
      Material Adverse Effect.

     

    Section
      8.2 Remedies
      Upon Event of Default.

     

    (a) If
      any
      Event of Default occurs and is continuing, the Administrative Agent may, and
      upon the request of the Required Lenders shall: (i) by notice to the Borrower,
      declare the Commitments to be terminated, whereupon the same shall forthwith
      terminate; (ii) declare the entire unpaid principal amount of the Loans
      (together with all accrued and unpaid interest thereon and any other amount
      then
      due under the Loan Documents) and all other Obligations to be forthwith due
      and
      payable, whereupon such amounts shall become and be forthwith due and payable,
      without presentment, demand, protest, or notice of any kind, all of which are
      hereby expressly waived by the Borrower; and/or (iii) subject to the prior
      approval of any required Governmental Authority or the provisions of any
      Governmental Authorization, instruct the Collateral Agent to foreclose on any
      or
      all of the Collateral and/or proceed to enforce all remedies available to the
      Administrative Agent (or Collateral Agent) pursuant to the Loan Documents or
      otherwise as a matter of law. Notwithstanding the foregoing, if an Event of
      Default referred to in Sections 8.1(g)
      or (h)
      shall
      occur with respect to the Borrower, automatically and without notice the actions
      described in clauses (i)
      and (ii)
      above
      shall be deemed to have occurred.

     

    (b) No
      Financing Party may, except with the prior consent of the Required Lenders
      (i)
      enforce any security interest created or evidenced by any Security Document
      or
      require the Administrative Agent to enforce any such security interest
      (provided
      that the
      foregoing shall not limit any right of setoff by a Lender permitted hereunder);
      (ii) sue for or institute any creditor’s
      process
      (including an injunction, garnishment, execution or levy, whether before or
      after judgment) in respect of any Obligation (whether or not for the payment
      of
      money) owing to it under or in respect of any Loan Document; (iii) take any
      step
      for the winding-up, administration of or dissolution of, or any insolvency
      proceeding in relation to, the Borrower or its Subsidiaries, or for a voluntary
      arrangement, scheme of arrangement or other analogous step in relation to the
      Borrower or its Subsidiaries; or (iv) apply for any order for an injunction
      or
      specific performance in respect of the Borrower or its Subsidiaries in relation
      to any of the Loan Documents.

     

    ARTICLE
      IX

    AGENTS

     

    Section
      9.1 Appointment
      and Authorization of Agents.

     

    Each
      Financing Party hereby irrevocably appoints, designates and authorizes the
      Agents to take such action on its behalf under the provisions of this Agreement
      and each other Loan Document and to exercise such powers and perform such duties
      as are expressly delegated to it by the terms of this Agreement or any other
      Loan Document, together with such powers as are reasonably incidental thereto.
      Notwithstanding any provision to the contrary contained elsewhere herein or
      in
      any other Loan Document, neither of the Agents shall have any duties or
      responsibilities, except those expressly set forth herein or in the Security
      Documents, nor shall the Agents have or be deemed to have any fiduciary
      relationship with any Financing Party or participant, and no implied covenants,
      functions, responsibilities, duties, obligations or liabilities shall be read
      into this Agreement or any other Loan Document or otherwise exist against the
      Agents. Without limiting the generality of the foregoing sentence, the use
      of
      the term “agent” herein and in the other Loan Documents with reference to the
      Agents is not intended to connote any fiduciary or other implied (or express)
      obligations arising under agency doctrine of any applicable Legal Requirement.
      Instead, such term is used merely as a matter of market custom, and is intended
      to create or reflect only an administrative relationship between independent
      contracting parties.

     

    
      
        
        

      

      
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    Section
      9.2 Delegation
      of Duties.
      Each
      Agent may execute any of its duties under this Agreement or any other Loan
      Document by or through agents, employees or attorneys-in-fact and shall be
      entitled to advice of counsel and other consultants or experts concerning all
      matters pertaining to such duties. Neither Agent shall be responsible for the
      negligence or misconduct of any agent or attorney-in-fact that it selects in the
      absence of gross negligence or willful misconduct.

     

    Section
      9.3 Liability
      of Agents.
      None of
      the Agents, their respective officers, directors, employees, agents, attorneys
      in fact and Affiliates shall (a) be liable for any action taken or omitted
      to be
      taken by any of them under or in connection with this Agreement or any other
      Loan Document or the transactions contemplated hereby (except for its own gross
      negligence or willful misconduct in connection with its duties expressly set
      forth herein), or (b) be responsible in any manner to any Financing Party or
      participant for any recital, statement, representation or warranty made by
      any
      Loan Party or any officer thereof, contained herein or in any other Loan
      Document, or in any certificate, report, statement or other document referred
      to
      or provided for in, or received by the Agents under or in connection with,
      this
      Agreement or any other Loan Document, or the validity, effectiveness,
      genuineness, enforceability or sufficiency of this Agreement or any other Loan
      Document, or for any failure of any Loan Party or any other party to any Loan
      Document to perform its obligations hereunder or thereunder. None of the Agents
      and any of their respective officers, directors, employees, agents, attorneys
      in
      fact and Affiliates shall be under any obligation to any Financing Party or
      participant to ascertain or to inquire as to the observance or performance
      of
      any of the agreements contained in, or conditions of, this Agreement or any
      other Loan Document, or to inspect the properties, books or records of any
      Loan
      Party or any Affiliate thereof.

     

    Section
      9.4 Reliance
      by Agents.
      Each
      Agent shall be entitled to rely, and shall be fully protected in relying, upon
      any writing, communication, signature, resolution, representation, notice,
      consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone
      message, electronic mail message, statement or other document or conversation
      believed by it to be genuine and correct and to have been signed, sent or made
      by the proper Person or Persons, and upon advice and statements of legal counsel
      (including counsel to any Loan Party), independent accountants and other experts
      selected by such Agent. Each Agent shall be fully justified in failing or
      refusing to take any action under any Loan Document unless it shall first
      receive such advice or concurrence of the Required Lenders as it deems
      appropriate and, if it so request, it shall first be indemnified to its
      satisfaction by the Financing Parties against any and all liability and expense
      which may be incurred by it by reason of taking or continuing to take any such
      action, provided
      that
      neither Agent shall be required to take any action that would expose them it
      to
      personal liability or that is contrary to the Loan Documents or applicable
      Legal
      Requirements. The Agents shall in all cases be fully protected in acting, or
      in
      refraining from acting, under this Agreement or any other Loan Document in
      accordance with a request or consent of the Required Lenders (or such greater
      number of Lenders as may be expressly required hereby in any instance) and
      such
      request and any action taken or failure to act pursuant thereto shall be binding
      upon all the Lenders.

     

    
      
        
        

      

      
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    Section
      9.5 Notice
      of Default.
      The
      Agents shall not be deemed to have knowledge or notice of the occurrence of
      any
      Default or Event of Default, except with respect to defaults in the payment
      of
      principal, interest and fees required to be paid to the Administrative Agent
      for
      the account of the Financing Parties, unless the Administrative Agent shall
      have
      received written notice from a Financing Party or the Borrower referring to
      this
      Agreement, describing such Default and stating that such notice is a
“notice
      of
      default.”
      The
      Administrative Agent will notify the Financing Parties of its receipt of any
      such notice. The Administrative Agent shall take such action with respect to
      such Default or Event of Default as may be directed by the Required Lenders
      (or
      such other number or percentage of Lenders as shall be necessary under the
      circumstances as provided in Section 10.1);
      provided,
      that
      unless and until the Administrative Agent has received any such direction,
      the
      Administrative Agent may (but shall not be obligated to) take such action,
      or
      refrain from taking such action, with respect to such Default or Event of
      Default as it shall deem advisable or in the best interest of the Financing
      Parties.

     

    Section
      9.6 Credit
      Decision; Disclosure of Information.
      Each
      Financing Party acknowledges that neither the Agents nor any of their officers,
      directors, employees, agents, attorneys in fact or Affiliates has made any
      representation or warranty to it, and that no act by the Agents hereafter taken,
      including any consent to and acceptance of any assignment or review of the
      affairs of any Loan Party or any Affiliate thereof, shall be deemed to
      constitute any representation or warranty by the Agents or any of its officers,
      directors, employees, agents, attorneys in fact or Affiliates to any Financing
      Party as to any matter, including whether the Agents or any of its officers,
      directors, employees, agents, attorneys in fact or Affiliates have disclosed
      material information in their possession. Each Financing Party represents to
      the
      Agents that it has, independently and without reliance upon the Agents or any
      of
      their officers, directors, employees, agents, attorneys in fact or Affiliates
      and based on such documents and information as it has deemed appropriate, made
      its own appraisal of and investigation into the business, prospects, operations,
      property, financial and other condition and creditworthiness of the Loan Parties
      and their respective Subsidiaries, and all applicable bank or other regulatory
      Laws relating to the transactions contemplated hereby, and made its own decision
      to enter into this Agreement and to extend credit to the Borrower hereunder.
      Each Financing Party also represents that it will, independently and without
      reliance upon the Agents or any of their officers, directors, employees, agents,
      attorneys in fact or Affiliates and based on such documents and information
      as
      it shall deem appropriate at the time, continue to make its own credit analysis,
      appraisals and decisions in taking or not taking action under this Agreement
      and
      the other Loan Documents, and to make such investigations as it deems necessary
      to inform itself as to the business, prospects, operations, property, financial
      and other condition and creditworthiness of the Borrower. Except for notices,
      reports and other documents expressly required to be furnished to the Financing
      Parties by the Administrative Agent herein, neither Agent shall have any duty
      or
      responsibility to provide any Financing Party with any credit or other
      information concerning the business, prospects, operations, property, financial
      and other condition or creditworthiness of the Borrower or any of its Affiliates
      which may come into the possession of the Agents or any of their officers,
      directors, employees, agents, attorneys in fact or Affiliates.

     

    
      
        
        

      

      
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    Section
      9.7 Indemnification
      of Agents and Issuing Banks.
      ii)
      If the
      transactions contemplated hereby are consummated, the Lenders and the Issuing
      Bank shall indemnify upon demand the Administrative Agent (to the extent the
      Administrative Agent is required to be but is not reimbursed by or on behalf
      of
      the Borrower and without limiting the obligation of the Borrower to do so),
      pro
      rata (based upon its Commitment) (at the time such indemnity is sought), and
      hold harmless the Administrative Agent from and against any and all Indemnified
      Liabilities incurred by it; provided
      that
      neither the Lender nor the Issuing Bank shall be liable for the payment to
      the
      Administrative Agent of any portion of such Indemnified Liabilities resulting
      from the Administrative Agent's own gross negligence or willful misconduct,
      as
      determined by the final judgment of a court of competent jurisdiction. In the
      case of any investigation, litigation or proceeding giving rise to any
      Indemnified Liabilities, this Section 9.7(a)
      applies
      whether any such investigation, litigation or proceeding is brought by any
      Lender or any other Person. Without limitation of the foregoing, each Lender
      and
      Issuing Bank shall reimburse the Administrative Agent upon demand for its
      ratable share (determined at the time such reimbursement is sought) of any
      costs
      or out-of-pocket expenses (including attorney costs) incurred by the
      Administrative Agent in connection with the preparation, execution, delivery,
      administration, modification, amendment or enforcement (whether through
      negotiations, legal proceedings or otherwise) of, or legal advice in respect
      of
      rights or responsibilities under, this Agreement, any other Loan Document,
      or
      any document contemplated by or referred to herein, to the extent that the
      Administrative Agent is not reimbursed for such expenses by or on behalf of
      the
      Borrower. The undertaking in this Section 9.7(a)
      shall
      survive the Maturity Dates, the payment of all other Obligations and the
      resignation of such Issuing Bank. 

     

    (b) If
      the
      transactions contemplated hereby are consummated, the Lenders shall indemnify
      upon demand each Issuing Bank (to the extent such Issuing Bank is required
      to be
      but is not reimbursed by or on behalf of the Borrower and without limiting
      the
      obligation of the Borrower to do so), pro rata (based upon its Revolving Loan
      Commitment) (at the time such indemnity is sought), and hold harmless such
      Issuing Bank from and against any and all Indemnified Liabilities incurred
      by
      it; provided
      that no
      Lender shall be liable for the payment to the Issuing Bank of any portion of
      such Indemnified Liabilities resulting from the Issuing Bank’s
      own
      gross negligence or willful misconduct, as determined by the final judgment
      of a
      court of competent jurisdiction. In the case of any investigation, litigation
      or
      proceeding giving rise to any Indemnified Liabilities, this Section 9.7(b)
      applies
      whether any such investigation, litigation or proceeding is brought by any
      Lender or any other Person. The undertaking in this Section 9.7(b)
      shall
      survive the Maturity Dates, the payment of all other Obligations and the
      resignation of such Issuing Bank.

     

    Section
      9.8 Agents
      in their Individual Capacities.
      The
      Agents and their respective Affiliates may make loans to, issue letters of
      credit for the account of, accept deposits from, acquire equity interests in
      and
      generally engage in any kind of banking, trust, financial advisory, underwriting
      or other business with each of the Loan Parties and their respective Affiliates
      as though the Agents were not the Agents hereunder and without notice to or
      consent of the Financing Parties. The Financing Parties acknowledge that,
      pursuant to such activities, the Agents or their respective Affiliates may
      receive information regarding any Loan Party or their respective Affiliates
      (including information that may be subject to confidentiality obligations in
      favor of such Loan Party or such Affiliate) and acknowledge that the Agents
      shall be under no obligation to provide such information to them. With respect
      to their Loans or other Outstanding Exposure, the Agents shall have the same
      rights and powers under this Agreement as any other Financing Party and may
      exercise such rights and powers as though it were not the Administrative Agent
      or the Collateral Agent, as the case may be.

     

    
      
        
        

      

      
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    Section
      9.9 Successor
      Administrative Agent.
      The
      Administrative Agent may resign as Administrative Agent upon thirty (30)
      days’
      notice
      to the Lenders. If the Administrative Agent resigns under this Agreement, the
      Required Lenders shall appoint from among the Lenders a successor administrative
      agent for the Lenders, which successor administrative agent shall be consented
      to by the Borrower at all times other than during the existence of an Event
      of
      Default (which consent of the Borrower shall not be unreasonably withheld or
      delayed). If no successor administrative agent is appointed prior to the
      effective date of the resignation of the Administrative Agent, the
      Administrative Agent may appoint, after consulting with the Lenders and the
      Borrower, a successor administrative agent from among the Lenders. Upon the
      acceptance of its appointment as successor administrative agent hereunder,
      the
      Person acting as such successor administrative agent shall succeed to all the
      rights, powers and duties of the retiring Administrative Agent and the term
      “Administrative
      Agent”
      shall
      mean such successor administrative agent, and the retiring Administrative
      Agent’s
      appointment, powers and duties as Administrative Agent shall be terminated.
      After any retiring Administrative Agent’s
      resignation hereunder as Administrative Agent, the provisions of this
Article IX
      and
Section 10.3
      shall
      inure to its benefit as to any actions taken or omitted to be taken by it while
      it was Administrative Agent under this Agreement. If no successor administrative
      agent has accepted appointment as Administrative Agent by the date which is
      thirty (30) days following a retiring Administrative Agent’s
      notice
      of resignation, the retiring Administrative Agent’s
      resignation shall nevertheless thereupon become effective and the Lenders shall
      perform all of the duties of the Administrative Agent hereunder until such
      time,
      if any, as the Required Lenders appoint a successor agent as provided for
      above.

     

    Section
      9.10 Mandated
      Lead Arranger.
      The
      Mandated Lead Arranger shall not have any right, power, obligation, liability,
      responsibility or duty under this Agreement other than, to the extent it is
      a
      Lender or the Administrative Agent, those applicable to all Lenders or the
      Administrative Agent, as the case may be, as such. Each Lender acknowledges
      that
      it has not relied, and will not rely, on the Mandated Lead Arranger in deciding
      to enter into this Agreement or in taking or not taking action
      hereunder.

     

    ARTICLE
      X

    MISCELLANEOUS

     

    Section
      10.1 Amendments;
      Waivers.

     

    (a) No
      amendment or waiver of any provision of this Agreement or any other Loan
      Document, and no consent to any departure by the Borrower or any other Loan
      Party therefrom, shall be effective unless in writing signed by the Required
      Lenders and the Borrower or the applicable other Loan Party, as the case may
      be,
      and acknowledged by the Administrative Agent; provided
      that no
      such amendment, waiver or consent shall:

     

    
      
        
        

      

      
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    (i) extend
      or
      increase the Commitment of any Lender without the written consent of such
      Lender;

     

    (ii) postpone
      any date fixed by this Agreement or any other Loan Document for any payment
      or
      mandatory prepayment of principal, interest, fees or other amounts due to the
      Lenders (or any of them), or postpone the scheduled date of expiration of any
      Commitment, without the written consent of each Lender directly affected
      thereby;

     

    (iii) reduce
      the principal of, or the rate of interest specified herein on, any Loan, or
      any
      fees or other amounts payable hereunder or under any other Loan Document, or
      change the manner of calculation of the amount of any mandatory prepayment
      that
      would result in a reduction of any such prepayment, without the written consent
      of each Lender directly affected thereby;

     

    (iv) change
      Section 2.13
      in a
      manner that would alter the pro rata sharing of payments required thereby
      without the written consent of each Lender;

     

    (v) change
      any provision of this Section or the definition of “Required
      Lenders”
      or any
      other provision hereof specifying the number or percentage of Lenders required
      to waive, amend or modify any rights hereunder or make any determination or
      grant any consent hereunder, without the written consent of each
      Lender;

     

    (vi) release
      all or any material part of the Collateral without the written consent of each
      Lender and Hedging Bank except in accordance with the terms of the Security
      Documents; provided
      that (A)
      any release in connection with a sale or other disposition of Collateral
      authorized by Section 7.3
      shall
      not require the approval of any Lender or Hedging Bank and (B) any amendment,
      waiver or consent which modifies the terms of Section 7.3
      (including any modification relating to the prepayment of proceeds from any
      such
      sale or other disposition) shall only require the consent of the Required
      Lenders;

     

    (vii) release
      the Obligations of any Loan Party except in accordance with the terms of the
      Loan Documents without the written consent of each Lender; or

     

    (viii) restrict
      the rights of Lenders to assign or transfer their rights or obligations under
      the Loan Documents;

     

    (ix) prior
      to
      the date on which the number of Lenders is greater than two (2), waive an Event
      of Default without the written consent of each Lender; 

     

    (x) prior
      to
      the date on which the number of Lenders is greater than two (2), amend
Section
      6.1
      or
Section
      7.18
      without
      the written consent of each Lender;

     

    and
      provided,
      further,
      that
      (A) no amendment, waiver or consent shall, without the written consent of the
      Administrative Agent in addition to the Lenders required above, affect the
      rights or duties of the Administrative Agent under this Agreement or any other
      Loan Document, (B) no amendment, waiver or consent shall, without the written
      consent of each Hedging Bank directly affected thereby in addition to the
      Lenders required above, affect the rights or duties of such Hedging Bank under
      this Agreement or any other Loan Document, (C) no amendment, waiver or consent
      shall, without the written consent of the Issuing Bank in addition to the
      Lenders required above, affect the rights or duties of the Issuing Bank under
      this Agreement or any other Loan Document, and (D) no amendment, waiver or
      consent shall, without the written consent of the Administrative Agent in
      addition to the Lenders required above, affect any separate fee agreement
      between the Borrower and the Administrative Agent in its capacity as such or
      between the Borrower and the Mandated Lead Arranger in their capacities as
      such;
      and provided,
      further,
      that
      any waiver of conditions precedent set forth in Section 4.1(f)
      which
      relate to the perfection of a security interest in Collateral can be waived
      by
      the Administrative Agent in its discretion, provided
      that
      such condition shall instead be satisfied after the Effective Date and within
      time periods established by the Administrative Agent in its
      discretion.

     

    
      
        
        

      

      
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    (b) No
      failure or delay by the Administrative Agent, or any Lender in exercising any
      right or power hereunder shall operate as a waiver thereof, nor shall any single
      or partial exercise of any such right or power, or any abandonment or
      discontinuance of steps to enforce such a right or power, preclude any other
      or
      further exercise thereof or the exercise of any other right or power. The rights
      and remedies of the Administrative Agent and the Lenders hereunder are
      cumulative and are not exclusive of any rights or remedies that they would
      otherwise have. No waiver of any provision of this Agreement or consent to
      any
      departure by the Borrower therefrom shall in any event be effective unless
      the
      same shall be permitted by clause (a)
      above,
      and then such waiver or consent shall be effective only in the specific instance
      and for the purpose for which given. Without limiting the generality of the
      foregoing, the making of a Loan shall not be construed as a waiver of any
      Default, regardless of whether the Administrative Agent or any Lender may have
      had notice or knowledge of such Default at the time.

     

    Section
      10.2 Notices.

     

    (a) Unless
      otherwise expressly provided herein, (and subject to clause (c)
      below),
      all notices and other communications provided for herein shall be in writing
      and
      shall be delivered by hand or overnight courier service, mailed by certified
      or
      registered mail or sent by telecopy, as follows:

     

    (i) the
      Borrower:

     

    Macquarie
      District Energy, Inc.

    c/o
      Macquarie Infrastructure Company

    125
      West
      55th Street

    New
      York,
      New York 10019

    Attention:
       Chief
      Financial Officer

    Telephone
      :  (212)
      231-1814

    Facsimile:
       (212)
      231-1838

    


    with
      a
      copy to:

    


    Macquarie
      District Energy, Inc.

    c/o
      Thermal Chicago Corp.

    200
      West
      Jackson Blvd.

     

    
      
        
        

      

      
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    Suite
      1310

     

    Chicago,
      Illinois 60606

    Attention: Vice
      President of Finance

    Telephone: (312)
      447-1600 ext. 12

    Facsimile: (312)
      447-0316

     

    with
      a
      copy to:

     

    Foley
      & Lardner LLP

    777
      E.
      Wisconsin Avenue

    Milwaukee,
      Wisconsin 53202

    Attention:
       Edward
      J.
      Hammond

    Telephone:
       (414)
      297-5619

    Facsimile:
       (414)
      297-4900

    


    if
      to
      the Administrative Agent:

     

    Dresdner
      Bank AG, New York and Grand Cayman Branches

    c/o
      Dresdner Bank AG, Luxembourg Branch

    6a
      route
      de Trèves

    L-2633
      Senningerberg

    Luxembourg

    Attention: Loan
      Administrator 

    Telephone: (212)
      895-7223

    Facsimile: (212)
      895-7229

    


    (ii) if
      to any
      Lender or Issuing Bank, to it at its address (or telecopy number) set forth
      in
      its Administrative Questionnaire.

     

    (b) Loan
      Documents may be transmitted and/or signed by facsimile. The effectiveness
      of
      any such documents and signatures shall, subject to applicable Legal
      Requirements, have the same force and effect as manually-signed originals and
      shall be binding on all Loan Parties, the Administrative Agent and the Lenders.
      The Administrative Agent may also require that any such documents and signatures
      be confirmed by a manually-signed original thereof; provided
      that the
      failure to request or deliver the same shall not limit the effectiveness of
      any
      facsimile document or signature.

     

    (c) Electronic
      mail and internet and intranet websites may be used only to distribute routine
      communications, such as Consolidated Financial Statements and other information
      as provided in Section 6.1,
      and to
      distribute Loan Documents for execution by the parties thereto, and may not
      be
      used for any other purpose.

     

    (d) Any
      party
      hereto may change its address or telecopy number for notices and other
      communications hereunder by notice to the Borrower and the Administrative Agent.
      All notices and other communications given to any party hereto in accordance
      with the provisions of this Agreement shall be deemed to have been given on
      the
      date of receipt.

     

    
      
        
        

      

      
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    Section
      10.3 Expenses;
      Indemnity; Damage Waiver.

     

    (a) The
      Borrower shall pay (i) all reasonable and documented out-of-pocket expenses
      incurred by the Administrative Agent and its Affiliates, including the
      reasonable and documented fees, charges and disbursements of counsel for the
      Administrative Agent, in connection with the preparation, negotiation and
      execution of this Agreement and the other Loan Documents and any amendment,
      modification or waiver of the provisions hereof or thereof (whether or not
      the
      transactions contemplated hereby or thereby shall be consummated), the
      syndication of the credit facilities provided for herein, and administration
      of
      the transactions contemplated hereby and thereby, (ii) all reasonable and
      documented out-of-pocket expenses incurred by the Administrative Agent, any
      Lender or the Issuing Bank, including the reasonable fees, charges and
      disbursements of any counsel for the Administrative Agent or any Lender, in
      connection with the enforcement, attempted enforcement or protection of its
      rights in connection with this Agreement or any other Loan Document, including
      its rights under this Section, or in connection with the Loans made hereunder,
      including all such reasonable out-of-pocket expenses incurred during any
      workout, restructuring or negotiations in respect of the Obligations and (iii)
      all reasonable and documented out-of-pocket expenses of the Model Auditor in
      the
      preparation of any Revised Base Case Projections pursuant to Section 2.9(c)
      and
Section 7.6.

     

    (b) The
      Borrower shall indemnify the Administrative Agent, each Lender, the Issuing
      Bank, the Hedging Bank and each of the officers, directors, employees, agents,
      attorneys in fact and Affiliates of any of the foregoing Persons (each such
      Person being called an “Indemnitee”)
      against, and hold each Indemnitee harmless from, any and all losses, claims,
      damages, liabilities and related expenses, including the reasonable and
      documented fees, charges and disbursements of any counsel for any Indemnitee,
      incurred by or asserted against any Indemnitee arising out of, in connection
      with, or as a result of (i) the execution or delivery of any Loan Document
      or
      any agreement or instrument contemplated thereby, the performance by the parties
      hereto of their respective obligations hereunder or the consummation of the
      transactions contemplated thereby, (ii) any Commitment, Letter of Credit or
      Loan
      or the use of the proceeds therefrom, (iii) any actual or alleged presence
      or
      release of Hazardous Materials on or from any property owned or operated by
      any
      Loan Party, or liability under any Environmental Laws related in any way to
      any
      Loan Party, or (iv) any actual or prospective claim, litigation, investigation
      or proceeding relating to any of the foregoing, whether based on contract,
      tort
      or any other theory (the “Indemnified
      Liabilities”);
      provided,
      that
      such indemnity shall not, as to any Indemnitee, be available to the extent
      that
      such losses, claims, damages, liabilities or related expenses are determined
      by
      a court of competent jurisdiction by final and nonappealable judgment to have
      resulted from the gross negligence, bad faith or willful misconduct of such
      Indemnitee.

     

    (c) In
      the
      event that any claim or demand by a third party for which the Borrower may
      be
      required to indemnify an Indemnitee hereunder (a “Claim”)
      is
      asserted against or sought to be collected from any Indemnitee by a third party,
      such Indemnitee shall as promptly as practicable notify the Borrower in writing
      of such Claim, and such notice shall specify (to the extent known) in reasonable
      detail the amount of such Claim and any relevant facts and circumstances
      relating thereto; provided,
      however,
      that
      any failure to give such prompt notice or to provide any such facts and
      circumstances shall not constitute a waiver of any rights of the Indemnitee,
      except to the extent that the rights of the Borrower are actually prejudiced
      thereby.

     

    
      
        
        

      

      
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    (d) The
      Borrower shall be entitled to appoint counsel of its choice at the expense
      of
      the Borrower to represent an Indemnitee in any action for which indemnification
      is sought (in which case the Borrower shall not thereafter be responsible for
      the fees and expenses of any separate counsel retained by that Indemnitee except
      as set forth below); provided,
      however,
      that
      such counsel shall be satisfactory to such Indemnitee. Notwithstanding the
      Borrower’s
      election to appoint counsel to represent an Indemnitee in any action, such
      Indemnitee shall have the right to employ separate counsel (including local
      counsel, but only one such counsel in any jurisdiction in connection with any
      action), and the Borrower shall bear the reasonable fees, costs and expenses
      of
      such separate counsel if (i) the use of counsel chosen by the Borrower to
      represent the Indemnitee would present such counsel with a conflict of interest;
      (ii) the actual or potential defendants in, or targets of, any such action
      include both the Indemnitee and the Borrower and the Indemnitee shall have
      reasonably concluded that there may be legal defenses available to it and/or
      other Indemnitees which are different from or additional to those available
      to
      the Borrower; (iii) the Borrower shall not have employed counsel to represent
      the Indemnitee within a reasonable time after notice of the institution of
      such
      action; or (iv) the Borrower shall authorize the Indemnitee to employ separate
      counsel at the Borrower’s
      expense. The Borrower shall not be liable for any settlement or compromise
      of
      any action or claim by an Indemnitee affected without its prior written consent,
      which consent shall not be unreasonably withheld.

     

    (e) To
      the
      extent permitted by applicable law, the Borrower shall not assert, and hereby
      waives, any claim against any Indemnitee, on any theory of liability, for
      special, indirect, consequential or punitive damages (as opposed to direct
      or
      actual damages) arising out of, in connection with, or as a result of, this
      Agreement, any other Loan Document, or any agreement or instrument contemplated
      hereby or arising out of the activities in connection herewith or
      therewith.

     

    (f) All
      amounts due under this Section shall be payable not later than thirty (30)
      days after written demand therefor.

     

    (g) The
      agreements in this Section shall survive the termination of the Commitments
      and repayment of all other Obligations.

     

    Section
      10.4 Successors
      and Assigns.

     

    (a) The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the parties hereto upon the execution and delivery hereof by the Borrower and
      Dresdner Bank AG New York Branch, as Administrative Agent and Lender, LaSalle
      Bank National Association, as Issuing Bank and Lender and their respective
      successors and assigns permitted hereby, 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, Participants
      (to the extent provided in clause (c)
      below)
      and, to the extent expressly contemplated hereby, the Indemnitees) any legal
      or
      equitable right, remedy or claim under or by reason of this
      Agreement.

     

    
      
        
        

      

      
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    (b) (1) Any
      Lender may assign to one or more other Lenders, Affiliates of any Lender or
      Eligible Assignees approved by the Administrative Agent (which approval shall
      not be unreasonably withheld or delayed) and (so long as no Event of Default
      is
      continuing) the Borrower (which approvals shall not be unreasonably withheld
      or
      delayed) all or a portion of its rights and obligations under this Agreement
      (including all or a portion of its Commitment and the Loans at the time owing
      to
      it); provided
      that (A)
      no approval of the Administrative Agent or the Borrower shall be required for
      any assignment to an assignee that is a Lender or an Affiliate of a Lender
      immediately prior to giving effect to such assignment or which is from LaSalle
      Bank National Association to ABN AMRO Bank N.V. or an Affiliate of ABN AMRO
      Bank
      N.V.; (B) 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
      Loans
      and Commitment, the amount of the Loans and Commitment of the assigning Lender
      subject to each such assignment (determined as of the date the Assignment and
      Assumption with respect to such assignment is delivered to the Administrative
      Agent) shall not be less than $5,000,000 unless each of the Administrative
      Agent
      and, so long as no Event of Default has occurred and is continuing, the Borrower
      otherwise consents; (C) 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; (D) the parties to each assignment shall
      execute and deliver to the Administrative Agent an Assignment and Assumption,
      together with a processing and recordation fee of $3,500 and any required tax
      forms; and (E) the assignee, if it shall not be a Lender, shall deliver to
      the
      Administrative Agent an Administrative Questionnaire.

     

    (ii) Subject
      to acceptance and recording thereof pursuant to clause (b)(iv)
      below,
      from and after the effective date specified in each Assignment and Assumption
      the assignee thereunder shall be a party hereto and, to the extent of the
      interest assigned by such Assignment and Assumption, 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
      Assumption, 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 3.1,
      3.3,
      3.4
      and 10.3).
      Upon
      request, the Borrower (at its expense) shall execute and deliver a Note to
      the
      assignee Lender. Any assignment or transfer by a Lender of rights or obligations
      under this Agreement that does not comply with this Section 10.4
      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 clause (c)
      below.

     

    (iii) The
      Administrative Agent, acting solely for this purpose as an agent of the
      Borrower, shall maintain at one of its offices a copy of each Assignment and
      Assumption delivered to it and a register for the recordation of the names
      and
      addresses of the Lenders, and the Commitment of, and principal amount of the
      Loans owing to, each Lender pursuant to the terms hereof from time to time
      (the
“Register”).
      The
      entries in the Register shall be conclusive, and the Borrower, the
      Administrative Agent 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 and any Lender,
      at
      any reasonable time and from time to time upon reasonable prior
      notice.

     

    
      
        
        

      

      
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    (iv) Upon
      its
      receipt of a duly completed Assignment and Assumption and required tax forms
      executed by an assigning Lender and an Eligible Assignee, the
      assignee’s
      completed Administrative Questionnaire (unless the assignee shall already be
      a
      Lender hereunder) and the processing and recordation fee referred to in
clause (b)(i)
      of this
      Section, the Administrative Agent shall accept such Assignment and Assumption
      and record the information contained therein in the Register. No assignment
      shall be effective for purposes of this Agreement unless it has been recorded
      in
      the Register as provided in this paragraph.

     

    (c) (2) Any
      Lender may, without the consent of or notice to the Borrower or the
      Administrative Agent, sell participations to one or more banks or other entities
      (each, a “Participant”)
      in all
      or a portion of such Lender’s
      rights
      and obligations under this Agreement (including all or a portion of its
      Commitment and the 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 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 first proviso to Section 10.1(a)
      that
      affects such Participant. Subject to clause (c)(ii)
      below,
      the Borrower agrees that each Participant shall be entitled to the benefits
      of
Sections 3.1,
      3.3
      and 3.4
      to the
      same extent as if it were a Lender and had acquired its interest by assignment
      pursuant to clause (b) above.

     

    (ii) A
      Participant shall not be entitled to receive any greater payment under
Sections 3.1,
      3.4
      or 3.5
      than the
      applicable Lender would have been entitled to receive with respect to the
      participation sold to such Participant. Without limitation of the preceding
      sentence, (i) a Participant that would be a Foreign Lender if it were a Lender
      shall not be entitled to the benefits of Section 3.1
      unless
      the Borrower is notified of the participation sold to such Participant and
      such
      Participant agrees, for the benefit of the Borrower, to comply with Section 3.1(e)
      as
      though it were a Lender and (ii) a Participant that is a United States resident
      individual shall not be entitled to the benefits of Section 3.1
      as if it
      were a Lender unless the Participant agrees to comply with Section 3.1(g)
      as
      though it were a Lender.

     

    (d) 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 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.

     

    Section
      10.5 Confidentiality.
      Each of
      the Administrative Agent and the Lenders agrees to maintain the confidentiality
      of the Information (as defined below), except that Information may be disclosed
      (a) to its and its Affiliates’
      directors, officers, employees and agents, including accountants, legal counsel
      and other advisors (it being understood that the Persons to whom such disclosure
      is made will be informed of the confidential nature of such Information and
      instructed to keep such Information confidential), (b) to the extent requested
      by any Governmental Authority, (c) to the extent required by applicable laws
      or
      regulations or by any subpoena or similar legal process, (d) to any other party
      to this Agreement or any other Loan Document, (e) in connection with the
      exercise of any remedies hereunder or under any other Loan Document or any
      suit,
      action or proceeding relating to this Agreement or any other Loan Document
      or
      the enforcement of rights hereunder or thereunder, (f) subject to an agreement
      containing provisions substantially the same as those of this Section, to (i)
      any assignee of or Participant in, or any prospective assignee of or Participant
      in, any of its rights or obligations under this Agreement or their respective
      advisers, or (ii) any actual or prospective counterparty (or their respective
      advisors) to any swap or derivative transaction relating to the Borrower and
      its
      obligations, (g) with the consent of the Borrower or (h) to the extent such
      Information becomes publicly available other than as a result of a breach of
      this Section. For the purposes of this Section, “Information”
      means
      all information received from the Borrower relating to any Loan Party or its
      business, other than any such information that is available to the
      Administrative Agent or any Lender on a non-confidential basis from a source
      other than the Borrower that is not prohibited from transmitting the information
      to the Administrative Agent or such Lender by a contractual or legal obligation.
      Any Person required to maintain the confidentiality of Information as provided
      in this Section shall be considered to have complied with its obligation to
      do so if such Person has exercised the same degree of care to maintain the
      confidentiality of such Information as such Person would accord to its own
      confidential information. Notwithstanding the foregoing, each of the
      Administrative Agent and the Lenders (and each of their employees,
      representatives, and other agents) may disclose to any and all persons, without
      limitation of any kind, the tax treatment and tax structure of the transaction
      and all materials of any kind (including opinions or other tax analyses) that
      are provided to any of them relating to such tax treatment and tax
      structure.

     

    
      
        
        

      

      
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    Section
      10.6 Limitation
      on Interest.
      Notwithstanding anything to the contrary contained in any Loan Document, the
      interest and fees paid or agreed to be paid under the Loan Documents shall
      not
      exceed the maximum rate of non-usurious interest permitted by applicable Legal
      Requirement (the “Maximum
      Rate”).
      If the
      Administrative Agent or any Lender shall receive interest or a fee in an amount
      that exceeds the Maximum Rate, the excessive interest or fee shall be applied
      to
      the principal of the outstanding Obligations or, if it exceeds the unpaid
      principal, refunded to Borrower. In determining whether the interest or a fee
      contracted for, charged, or received by the Administrative Agent or a Lender
      exceeds the Maximum Rate, such Person may, to the extent permitted by applicable
      Legal Requirement, (a) characterize any payment that is not principal as an
      expense, fee, or premium rather than interest, (b) exclude voluntary prepayments
      and the effects thereof, and (c) amortize, prorate, allocate, and spread in
      equal or unequal parts the total amount of interest throughout the contemplated
      term of the Obligations.

     

    Section
      10.7 Right
      of Setoff.
      If an
      Event of Default shall have occurred and be continuing, each Lender and each
      of
      its Affiliates is hereby authorized at any time and from time to time, to the
      fullest extent permitted by law, to set off and apply any and all deposits
      (general or special, time or demand, provisional or final) at any time held
      and
      other obligations at any time owing by such Lender or Affiliate to or for the
      credit or the account of the Borrower against any of and all the obligations
      of
      the Borrower now or hereafter existing under this Agreement held by such Lender,
      irrespective of whether or not such Lender shall have made any demand under
      this
      Agreement and although such obligations may be unmatured; provided
      that if
      any such set off is effected prior to acceleration of the Loans pursuant to
      Section 8.2
      and all
      Events of Default are cured prior to any such acceleration, such set off shall
      be rescinded and the deposits and other amounts so set off shall be restored
      to
      the Borrower, without interest. The rights of each Lender under this
      Section are in addition to other rights and remedies (including other
      rights of setoff) which such Lender may have.

     

    
      
        
        

      

      
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    Section
      10.8 Nonliability
      of Lenders.
      The
      Borrower acknowledges and agrees that:

     

    (a) Any
      inspections of any property of the Loan Parties made by or through the
      Administrative Agent or Lenders are for purposes of administration of the Loan
      Documents only, and the Borrower is not entitled to rely upon the same (whether
      or not such inspections are at the expense of Borrower); and

     

    (b) The
      relationship between the Borrower and the Administrative Agent and Lenders
      is,
      and shall at all times remain, solely that of borrowers and lenders; neither
      the
      Administrative Agent nor any Lender shall under any circumstance be construed
      to
      be partners or joint venturers of any Loan Party or its Affiliates; neither
      the
      Administrative Agent nor any Lender shall under any circumstance be deemed
      to be
      in a relationship of confidence or trust or a fiduciary relationship with any
      Loan Party or its Affiliates, or to owe any fiduciary duty to any Loan Party
      or
      its Affiliates; neither the Administrative Agent nor the Lenders undertake
      or
      assume any responsibility or duty to any Loan Party or its Affiliates to select,
      review, inspect, supervise, pass judgment upon or inform any such Person of
      any
      matter in connection with the operations of such Person; each Loan Party and
      its
      Affiliates shall rely entirely upon their own judgment with respect to such
      matters; and any review, inspection, supervision, exercise of judgment or supply
      of information undertaken or assumed by the Administrative Agent or any Lender
      in connection with such matters is solely for the protection of the
      Administrative Agent and each Lenders and neither any Loan Party nor any other
      Person is entitled to rely thereon.

     

    Section
      10.9 Integration.
      This
      Agreement, together with the other Loan Documents, comprises the complete and
      integrated agreement of the parties on the subject matter hereof and thereof
      and
      supersedes all prior agreements, written or oral, on such subject matter. In
      the
      event of any conflict between the provisions of this Agreement and those of
      any
      other Loan Document, the provisions of this Agreement shall control;
provided
      that the
      inclusion of supplemental rights or remedies in favor of the Administrative
      Agent or the Lenders in any other Loan Document shall not be deemed a conflict
      with this Agreement. Each Loan Document was drafted with the joint participation
      of the respective parties thereto and shall be construed neither against nor
      in
      favor of any party, but rather in accordance with the fair meaning
      thereof.

     

    Section
      10.10 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the law of
      the
      State of New York.

     

    
      
        
        

      

      
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    Section
      10.11 Submission
      To Jurisdiction; WAIVER OF JURY TRIAL.

     

    (a) The
      Borrower hereby irrevocably and unconditionally submits, for itself and its
      property, to the nonexclusive jurisdiction of the Supreme Court of the State
      of
      New York sitting in New York County and of the United States District Court
      of
      the Southern District of New York, and any appellate court from any thereof,
      solely for purposes of any action or proceeding arising out of or relating
      to
      this Agreement (and not as a general submission to New York law), or for
      recognition or enforcement of any judgment, and each of the parties hereto
      hereby irrevocably and unconditionally agrees that all claims in respect of
      any
      such action or proceeding may be heard and determined in such New York State
      or,
      to the extent permitted by law, in such federal court. Each of the parties
      hereto agrees that a final judgment in any such action or proceeding shall
      be
      conclusive and may be enforced in other jurisdictions by suit on the judgment
      or
      in any other manner provided by law. Nothing in this Agreement shall affect
      any
      right that the Administrative Agent, or any Lender may otherwise have to bring
      any action or proceeding relating to this Agreement against the Borrower or
      its
      properties in the courts of any jurisdiction.

     

    (b) The
      Borrower hereby irrevocably and unconditionally waives, to the fullest extent
      it
      may legally and effectively do so, any objection which it may now or hereafter
      have to the laying of venue of any suit, action or proceeding arising out of
      or
      relating to this Agreement in any court referred to in clause (a)
      above.
      Each of the parties hereto hereby irrevocably waives, to the fullest extent
      permitted by law, the defense of an inconvenient forum to the maintenance of
      such action or proceeding in any such court.

     

    (c) Each
      party to this Agreement irrevocably consents to service of process in the manner
      provided for notices in Section 10.2.
      Nothing
      in this Agreement will affect the right of any party to this Agreement to serve
      process in any other manner permitted by law.

     

    (d) EACH
      PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL
      BY JURY IN ANY LEGAL PROCEEDING ARISING OUR OF OR RELATING TO ANY LOAN DOCUMENT
      OR THE TRANSACTION CONTEMPLATED HEREBY OR THEREBY (WHETHER FOUNDED IN CONTRACT
      OR TORT OR OTHERWISE). EACH PARTY HERETO ACKNOWLEDGES THAT IT AND THE OTHER
      PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
      THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

     

    Section
      10.12 Severability.
      If any
      provision of this Agreement or the other Loan Documents is held to be illegal,
      invalid or unenforceable, (a) the legality, validity and enforceability of
      the
      remaining provisions of this Agreement and the other Loan Documents shall not
      be
      affected or impaired thereby and (b) the parties shall endeavor in good faith
      negotiations to replace the illegal, invalid or unenforceable provisions with
      valid provisions the economic effect of which comes as close as possible to
      that
      of the illegal, invalid or unenforceable provisions. The invalidity of a
      provision in a particular jurisdiction shall not invalidate or render
      unenforceable such provision in any other jurisdiction.

     

    
      
        
        

      

      
        98

        
          

        

      

      
        
        

      

       

    

    Section
      10.13 Headings.
      The
      table of contents and the headings of Articles, Sections, Exhibits and Schedules
      have been included herein for convenience of reference only, are not part of
      this Agreement, and shall not be taken into consideration in interpreting this
      Agreement.

     

    Section
      10.14 Counterparts.
      This
      Agreement may be executed by one or more of the parties to this Agreement on
      any
      number of separate counterparts, 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 maintained by the Borrower
      and the Administrative Agent.

     

    [signature
      pages to follow]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed by their respective officers thereunto duly authorized as of the day
      and year first above written.

    
      	 	 	 
	 	MACQUARIE
              DISTRICT
              ENERGY, INC.
	 
 	 
 	 
 
	
            	By:  	
	 	
              

              Name:
                David Bump

              Title:
                CEO and President

            
	 	
            


    

    
      	 	 	 
	 	
              DRESDNER
                BANK AG NEW YORK BRANCH,

              as
                the Administrative Agent and as Lender

            
	 
 	 
 	 
 
	
            	By:  	
	 	
              

              Name:
                Jorge Rodriguez

              Title:
                Director

            
	 	
            


    

    
      	 	 	 
	 	 
	
            	By:  	
	 	
              

              Name:
                Ran Sagee

              Title:
                Director

            
	 	
            


    

     

    
      	 	 	 
	 	
              LASALLE
                BANK NATIONAL ASSOCIATION,

              as
                the Issuing Bank and as Lender

            
	 
 	 
 	 
 
	
            	By:  	
	 	
              

              Name:
                Meghan A. Schultz

              Title:
                Vice President

            


    

     

    
      
        
        

      


        
        

        
          

        

      

      
        
        

      

    

    
       

      SCHEDULE
        2.1

      COMMITMENTS
        AND PRO RATA SHARES


       

      
        	
                Lender

              	 	
                Term
                  Loan Commitment

              	 	
                Term
                  Loan Pro Rata Share

              	 	
                Capital
                  Expenditure Loan Commitment

              	 	
                Capital
                  Expenditure Loan Pro Rata Share 

              	 	
                 

                Revolving
                  Loan Commitment

              	 	
                Revolving
                  Loan Pro Rata Share

              	 
	
                Dresdner
                  Bank AG New York Branch

              	 	
                $

              	
                115,000,000

              	 	 	
                76.67

              	
                %

              	
                $

              	
                15,000,000

              	 	 	
                75

              	
                %

              	
                $

              	
                12,500,000

              	 	 	
                67.57

              	
                %

              
	
                LaSalle
                  Bank National Association

              	 	
                $

              	
                35,000,000

              	 	 	
                23.33

              	
                %

              	
                $

              	
                5,000,000

              	 	 	
                25

              	
                %

              	
                $

              	
                6,000,000

              	 	 	
                32.43

              	
                %

              
	
                Total:

              	 	
                $

              	
                150,000,000

              	 	 	
                100

              	
                %

              	
                $

              	
                20,000,000

              	 	 	
                100

              	
                %

              	
                $

              	
                18,500,000

              	 	 	
                100

              	
                %