PUGET SOUND ENERGY INC
INFRASTRUX CREDIT AGREEMENT
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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>AMENDED AND
RESTATED CREDIT AGREEMENT</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>DATED AS OF JUNE
29, 2001</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>AMONG</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>INFRASTRUX
GROUP, INC.,</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>As Borrower</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PUGET
ENERGY, INC.,</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>as Guarantor</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>THE LENDERS,</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>BANK ONE, NA,</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>AS
ADMINISTRATIVE AGENT AND LC ISSUER</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>THE
INDUSTRIAL BANK OF JAPAN, LIMITED,</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>AS
SYNDICATION AGENT, CO-LEAD ARRANGER</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>AND CO-BOOK
RUNNER</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>KEYBANK
NATIONAL ASSOCIATION,</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>AS
DOCUMENTATION AGENT</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>AND</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>BANC ONE
CAPITAL MARKETS, INC.</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>AS CO-LEAD
ARRANGER AND CO-BOOK RUNNER</FONT></H1>


<PAGE>



<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>AMENDED AND
RESTATED CREDIT AGREEMENT</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement, dated as of June 29, 2001, is among InfrastruX Group, Inc., a
Washington corporation (the &#147;Borrower&#148;), Puget Energy, Inc., a
Washington corporation (the &#147;Guarantor&#148;), the Lenders, Bank One, NA, a
national banking association having its principal office in Chicago, Illinois,
as Administrative Agent and LC Issuer, The Industrial Bank of Japan, Limited, as
Syndication Agent, and KeyBank National Association, as Documentation Agent. The
parties hereto agree as follows: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Borrower, certain financial institutions, Bank One, NA, as Administrative
Agent and LC Issuer, The Industrial Bank of Japan, Limited, as Syndication Agent
and The Bank of New York, as Documentation Agent are parties to a Credit
Agreement dated as of March&#160;30, 2001 (the &#147;Existing Credit
Agreement&#148;); </FONT></P>

     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, the parties
have agreed to amend and restate the Existing Credit Agreement;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW,
THEREFORE, in consideration of the mutual agreements, provisions and covenants
contained herein, the Existing Credit Agreement shall be amended and restated to
read in its entirety as follows: </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE I.</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>DEFINITIONS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As used in this Agreement: </FONT></P>

     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Administrative
Agent&#148; means the Agent. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Advance&#148;
means a borrowing hereunder, (i) made by the Lenders on the same Borrowing Date,
or (ii) converted or continued by the Lenders on the same date of conversion or
continuation, consisting, in either case, of the aggregate amount of the several
Loans of the same Type and, in the case of Eurodollar Loans, for the same
Interest Period. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Affiliate&#148;
of any Person means any other Person directly or indirectly controlling,
controlled by or under common control with such Person. A Person shall be deemed
to control another Person if the controlling Person owns 10% or more of any
class of voting securities (or other ownership interests) of the controlled
Person or possesses, directly or indirectly, the power to direct or cause the
direction of the management or policies of the controlled Person, whether
through ownership of stock, by contract or otherwise. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Agent&#148;
means Bank One in its capacity as contractual representative of the Lenders
pursuant to Article X, and not in its individual capacity as a Lender, and any
successor Agent appointed pursuant to Article X. </FONT></P>

     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Aggregate
Commitment&#148;  means the aggregate of the Commitments of all the Lenders,  as
reduced from time to time pursuant to the terms hereof. </FONT></P>

     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Aggregate
Outstanding  Credit  Exposure&#148;  means,  at any time,  the  aggregate of the
Outstanding Credit Exposure of all the Lenders. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Agreement&#148;
means this credit agreement, as it may&#160;be amended or modified and in effect
from time to time. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Agreement
Accounting Principles&#148; means generally accepted accounting principles as in
effect from time to time, applied in a manner consistent with that used in
preparing the financial statements referred to in Section&#160;5.4. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Alternate
Base Rate&#148; means, for any day, a rate of interest per annum equal to the
higher of (i) the Prime Rate for such day and (ii) the sum of the Federal Funds
Effective Rate for such day plus 1/2% per annum. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Applicable
Fee Rate&#148; means, at any time, the percentage rate per annum at which
facility fees are accruing on the Aggregate Commitment (regardless of usage) at
such time as set forth in the Pricing Schedule. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Applicable
Margin&#148; means, with respect to Advances of any Type at any time, the
percentage rate per annum which is applicable at such time with respect to
Advances of such Type as set forth in the Pricing Schedule. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Arrangers&#148; means Banc One Capital Markets, Inc., Co-Lead Arranger and Co-Book Runner and The Industrial Bank of Japan,
Co-Lead Arranger and Co-Book Runner and their successors.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Article&#148;
means an article of this Agreement unless another document is specifically
referenced. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Authorized
Officer&#148; means any of the chief executive officer, president, chief
operating officer or chief financial officer of the Borrower, acting singly or
any of the vice president and chief financial officer, president and chief
executive officer, vice president and general counsel, corporate secretary or
assistant secretary of the Guarantor, acting singly. Unless the context
otherwise requires, the term &#147;Authorized Officer&#148; shall refer to an
Authorized Officer of the Borrower. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Available
Aggregate Commitment&#148; means, at any time, the Aggregate Commitment then in
effect minus the Aggregate Outstanding Credit Exposure at such time. </FONT></P>

     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Bank      One&#148;
means Bank One, NA, a national banking  association  having its principal office
in Chicago, Illinois, in its individual capacity, and its successors.</FONT></P>

     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Borrowing
Date&#148; means a date on which an Advance is made hereunder.</FONT></P>

     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Borrowing
Notice&#148; is defined in Section 2.8.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Business
Day&#148; means (i) with respect to any borrowing, payment or rate selection of
Eurodollar Advances, a day (other than a Saturday or Sunday) on which banks
generally are open in Chicago and New York for the conduct of substantially all
of their commercial lending activities, interbank wire transfers can be made on
the Fedwire system and dealings in United States dollars are carried on in the
London interbank market and (ii) for all other purposes, a day (other than a
Saturday or Sunday) on which banks generally are open in Chicago for the conduct
of substantially all of their commercial lending activities and interbank wire
transfers can be made on the Fedwire system. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Capital
Expenditures&#148; means, without duplication, any expenditures for any purchase
or other acquisition of any asset which would be classified as a fixed or
capital asset on a consolidated balance sheet of the Guarantor and its
Subsidiaries prepared in accordance with Agreement Accounting Principles. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Capitalized
Lease&#148; of a Person means any lease of Property by such Person as lessee
which would be capitalized on a balance sheet of such Person prepared in
accordance with Agreement Accounting Principles. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Capitalized
Lease Obligations&#148; of a Person means the amount of the obligations of such
Person under Capitalized Leases which would be shown as a liability on a balance
sheet of such Person prepared in accordance with Agreement Accounting
Principles. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Change
in Control&#148; means (i) the acquisition, directly or indirectly, by any
Person, or two or more Persons acting in concert, of beneficial ownership
(within the meaning of Rule 13d-3 of the Securities and Exchange Commission
under the Securities Exchange Act of 1934) of 20% or more of the outstanding
shares of voting stock of the Guarantor; or (ii) the Guarantor shall cease to
own, directly or indirectly, free and clear of all Liens or other encumbrances,
(A)&#160;all the outstanding shares of voting stock of PSE on a fully diluted
basis, and (B)&#160;80% or more of the outstanding shares of voting stock of the
Borrower on a fully diluted basis. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Code&#148;
means the Internal Revenue Code of 1986, as amended, reformed or otherwise
modified from time to time. </FONT></P>

     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Collateral
Shortfall Amount&#148; is defined in Section 8.1.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Commitment&#148;
means, for each Lender, the obligation of such Lender to make Loans, and
participate in Facility LCs issued upon the application of, the Borrower in an
aggregate amount not exceeding the amount set forth opposite its signature
below, as it may&#160;be modified as a result of any assignment that has become
effective pursuant to Section&#160;13.3.2 or as otherwise modified from time to
time pursuant to the terms hereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Consolidated
EBIT&#148; means Consolidated Net Income <I>plus</I>, to the extent deducted
from revenues in determining Consolidated Net Income, (i) Consolidated Interest
Expense and (ii)&#160;expense for taxes paid or accrued, all calculated for the
Guarantor and its Subsidiaries on a consolidated basis. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Consolidated Indebtedness&#148; means at any time the Indebtedness of the Guarantor and its Subsidiaries calculated on a
consolidated basis as of such time.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Consolidated Interest Expense&#148; means, with reference to any period, the interest expense of the Guarantor and its
Subsidiaries calculated on a consolidated basis for such period.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Consolidated Net Income&#148; means, with reference to any period, the net income (or loss) of the Guarantor and its
Subsidiaries calculated on a consolidated basis for such period.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Consolidated Net Worth&#148; means at any time the consolidated stockholders' equity of the Guarantor and its Subsidiaries
calculated on a consolidated basis as of such time.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Consolidated Total Capitalization&#148; means at any time the sum of Consolidated Indebtedness and Consolidated Net Worth, each
calculated at such time.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Contingent
Obligation&#148; of a Person means any agreement, undertaking or arrangement by
which such Person assumes, guarantees, endorses (other than endorsements of
checks and other negotiable instruments for the purpose of collection in the
ordinary course of business), contingently agrees to purchase or provide funds
for the payment of, or otherwise becomes or is contingently liable upon, the
obligation or liability of any other Person, or agrees to maintain the net worth
or working capital or other financial condition of any other Person, or
otherwise assures any creditor of such other Person against loss, including,
without limitation, any operating agreement, take-or-pay contract or the
obligations of any such Person as general partner of a partnership with respect
to the liabilities of the partnership. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Controlled
Group&#148; means all members of a controlled group of corporations or other
business entities and all trades or businesses (whether or not incorporated)
under common control which, together with the Borrower or any of its
Subsidiaries, are treated as a single employer under Section&#160;414(b) or (c)
of the Code. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Conversion/Continuation Notice&#148; is defined in Section 2.9.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Credit
Extension&#148; means the making of a Loan or the issuance of a Facility LC
hereunder. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Credit
Extension Date&#148; means the Borrowing Date for an Advance or the issuance
date for a Facility LC. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Default&#148; means an event described in Article VII.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Environmental
Laws&#148; means any and all federal, state, local and foreign statutes, laws,
judicial decisions, regulations, ordinances, rules, judgments, orders, decrees,
plans, injunctions, permits, concessions, grants, franchises, licenses,
agreements and other governmental restrictions relating to (i) the protection of
the environment, (ii) the effect of the environment on human health, (iii)
emissions, discharges or releases of pollutants, contaminants, hazardous
substances or wastes into surface water, ground water or land, or (iv) the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, hazardous substances or
wastes or the clean-up or other remediation thereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;ERISA&#148; means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation
issued thereunder.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Eurodollar Advance&#148; means an Advance which, except as otherwise provided in Section 2.11, bears interest at the applicable
Eurodollar Rate.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Eurodollar
Base Rate&#148; means, with respect to a Eurodollar Advance for the relevant
Interest Period, the applicable British Bankers&#146; Association Interest
Settlement Rate for deposits in U.S. dollars appearing on Reuters Screen FRBD as
of 11:00 a.m. (London time) two Business Days prior to the first day of such
Interest Period, and having a maturity equal to such Interest Period,
<I>provided </I>that, (i) if Reuters Screen FRBD is not available to the Agent
for any reason, the applicable Eurodollar Base Rate for the relevant Interest
Period shall instead be the applicable British Bankers&#146; Association
Interest Settlement Rate for deposits in U.S. dollars as reported by any other
generally recognized financial information service as of 11:00 a.m. (London
time) two Business Days prior to the first day of such Interest Period, and
having a maturity equal to such Interest Period, and (ii) if no such British
Bankers&#146; Association Interest Settlement Rate is available to the Agent,
the applicable Eurodollar Base Rate for the relevant Interest Period shall
instead be the rate determined by the Agent to be the rate at which Bank One or
one of its Affiliate banks offers to place deposits in U.S. dollars with
first-class banks in the London interbank market at approximately 11:00 a.m.
(London time) two Business Days prior to the first day of such Interest Period,
in the approximate amount of Bank One&#146;s relevant Eurodollar Loan and having
a maturity equal to such Interest Period. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Eurodollar Loan&#148; means a Loan which, except as otherwise provided in Section 2.11, bears interest at the applicable
Eurodollar Rate.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Eurodollar
Rate&#148; means, with respect to a Eurodollar Advance for the relevant Interest
Period, the sum of (i) the quotient of (a) the Eurodollar Base Rate applicable
to such Interest Period, divided by (b) one minus the Reserve Requirement
(expressed as a decimal) applicable to such Interest Period, plus (ii) the
Applicable Margin. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Excluded
Taxes&#148; means, in the case of each Lender or applicable Lending Installation
and the Agent, taxes imposed on its overall net income, gross receipts taxes
(imposed in lieu of income taxes) imposed on it, and franchise taxes imposed on
it, by (i)&#160;the jurisdiction under the laws of which such Lender or the
Agent is incorporated or organized (ii) the jurisdiction in which the
Agent&#146;s or such Lender&#146;s principal executive office or such
Lender&#146;s applicable Lending Installation is located or (ii) any other
jurisdiction in which the Lender has an office. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Exhibit&#148;
refers to an exhibit to this Agreement, unless another document is specifically
referenced. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Facility LC&#148; is defined in Section 2.18.1.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Facility LC Application&#148; is defined in Section 2.18.3.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Facility LC Collateral Account&#148; is defined in Section 2.18.11.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Facility Termination Date&#148; means June 30, 2004 or any earlier date on which the Aggregate Commitment is reduced to zero or
otherwise terminated pursuant to the terms hereof.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Federal
Funds Effective Rate&#148; means, for any day, an interest rate per annum equal
to the weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by Federal funds brokers on
such day, as published for such day (or, if such day is not a Business Day, for
the immediately preceding Business Day) by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day which is a Business Day, the
average of the quotations at approximately 10:00 a.m. (Chicago time) on such day
on such transactions received by the Agent from three Federal funds brokers of
recognized standing selected by the Agent in its sole discretion. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Floating
Rate&#148; means, for any day, a rate per annum equal to (i) the Alternate Base
Rate for such day plus (ii) the Applicable Margin, changing when and as the
Alternate Base Rate changes. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Floating
Rate Advance&#148; means an Advance which, except as otherwise provided in
Section&#160;2.11, bears interest at the Floating Rate. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Floating
Rate Loan&#148; means a Loan which, except as otherwise provided in
Section&#160;2.11, bears interest at the Floating Rate. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Guaranty&#148; means the obligations of the Guarantor under Article IX hereof.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Indebtedness&#148;
of a Person means, without duplication, such Person&#146;s (i) obligations for
borrowed money, (ii) obligations representing the deferred purchase price of
Property or services (other than accounts payable arising in the ordinary course
of such Person&#146;s business payable on terms customary in the trade), (iii)
obligations, whether or not assumed, secured by Liens or payable out of the
proceeds or production from Property now or hereafter owned or acquired by such
Person, (iv) obligations which are evidenced by notes, acceptances, or other
instruments, (v)&#160;obligations of such Person to purchase securities or other
Property arising out of or in connection with the sale of the same or
substantially similar securities or Property, (vi)&#160;Capitalized Lease
Obligations, (vii) obligations in respect of letters of credit or similar
instruments which are issued upon the application of such Person or upon which
such Person is an account party or for which such Person is any way liable,
(viii) Off-Balance Sheet Liabilities and (ix) Contingent Obligations with
respect to Indebtedness of other Persons; <I>provided, however,</I> that any
financing pursuant to &#147;energy efficiency transaction&#148; under Revised
Code of Washington Section 80.28 shall not be deemed to be Indebtedness. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Interest
Period&#148; means, with respect to a Eurodollar Advance, a period of one, two
or three months commencing on a Business Day selected by the Borrower pursuant
to this Agreement. Such Interest Period shall end on the day which corresponds
numerically to such date one, two or three months thereafter, <I>provided</I>,
<I>however</I>, that if there is no such numerically corresponding day in such
next, second or third succeeding month, such Interest Period shall end on the
last Business Day of such next, second or third succeeding month. If such an
Interest Period would otherwise end on a day which is not a Business Day, such
Interest Period shall end on the next succeeding Business Day, <I>provided</I>,
<I>however</I>, that if said next succeeding Business Day falls in a new
calendar month, such Interest Period shall end on the immediately preceding
Business Day. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Investment&#148;
of a Person means any loan, advance (other than commission, travel and similar
advances to officers and employees made in the ordinary course of business),
extension of credit (other than accounts receivable arising in the ordinary
course of business on terms customary in the trade) or contribution of capital
by such Person; stocks, bonds, mutual funds, partnership interests, notes,
debentures or other securities owned by such Person; any deposit accounts and
certificate of deposit owned by such Person; and structured notes, derivative
financial instruments and other similar instruments or contracts owned by such
Person. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;LC Fee&#148; is defined in Section 2.18.4.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;LC Issuer&#148; means Bank One (or any subsidiary or affiliate of Bank One designated by Bank One) in its capacity as issuer of
Facility LCs hereunder.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;LC
Obligations&#148; means, at any time, the sum, without duplication, of (i) the
aggregate undrawn stated amount under all Facility LCs outstanding at such time
plus (ii) the aggregate unpaid amount at such time of all Reimbursement
Obligations. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;LC Payment Date&#148; is defined in Section 2.18.5.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Lenders&#148;
means the lending institutions listed on the signature pages of this Agreement
and their respective successors and assigns. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Lending Installation&#148; means, with respect to a Lender or the Agent, the office, branch, subsidiary or Affiliate of such
Lender or the Agent listed on the signature pages hereof or on a Schedule or otherwise selected by such Lender or the Agent pursuant
to Section 2.16.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Letter
of Credit&#148; of a Person means a letter of credit or similar instrument which
is issued upon the application of such Person or upon which such Person is an
account party or for which such Person is in any way liable. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Lien&#148;
means any lien (statutory or other), mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance or preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever
(including, without limitation, the interest of a vendor or lessor under any
conditional sale, Capitalized Lease or other title retention agreement). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Loan&#148; means, with respect to a Lender, such Lender's loan made pursuant to Article II (or any conversion or continuation
thereof).</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Loan Documents&#148; means this Agreement, the Facility LC Applications, the Subsidiary Guaranty and any Notes issued pursuant
to Section 2.13.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Material
Adverse Effect&#148; means a material adverse effect on (i) the business,
Property, condition (financial or otherwise) or results of operations, at any
time, of the Guarantor and its Subsidiaries taken as a whole or of the Borrower
and its Subsidiaries taken as a whole, (ii) the ability of the Guarantor or the
Borrower to perform its obligations under the Loan Documents to which it is a
party, or (iii) the validity or enforceability of any of the Loan Documents or
the rights or remedies of the Agent, the LC Issuer or the Lenders thereunder. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Material Indebtedness&#148; is defined in Section 7.5.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Material
Subsidiary&#148; means a Subsidiary of the Guarantor (i) the assets of which
represent more than 15% of the consolidated assets of the Guarantor and its
Subsidiaries as would be shown in the consolidated financial statements of the
Guarantor and its Subsidiaries as at the beginning of the twelve-month period
ending with the month in which such determination is made, or (ii) the net sales
or net income of which represent more than 15% of the consolidated net sales or
of the consolidated net income of the Guarantor and its Subsidiaries as
reflected in the financial statements referred to in clause (i) above. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Modify&#148; and &#147;Modification&#148; are defined in Section 2.18.1.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Moody's&#148; means Moody's Investors Service, Inc.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Multiemployer
Plan&#148; means a Plan maintained pursuant to a collective bargaining agreement
and to which the Borrower or any member of the Controlled Group is a party and
to which more than one employer is obligated to make contributions. </FONT></P>

 <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Non-U.S. Lender&#148; is defined in Section 3.5(iv).</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Note&#148; is defined in Section 2.13.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Obligations&#148;
means all unpaid principal of and accrued and unpaid interest on the Loans, all
Reimbursement Obligations, all accrued and unpaid fees and all expenses,
reimbursements, indemnities and other obligations of the Borrower to the Lenders
or to any Lender, the Agent or any indemnified party arising under the Loan
Documents. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Off-Balance
Sheet Liability&#148; of a Person means (i) any repurchase obligation or
liability of such Person with respect to accounts or notes receivable sold by
such Person, (ii) any liability under any Sale and Leaseback Transaction which
is not a Capitalized Lease, (iii) any liability under any so-called
&#147;synthetic lease&#148; transaction entered into by such Person, or (iv) any
obligation arising with respect to any other transaction which is the functional
equivalent of or takes the place of borrowing but which does not constitute a
liability on the balance sheets of such Person, but excluding from this clause
(iv) Operating Leases; <I>provided</I>, <I>however</I>, that any financing
pursuant to energy efficiency transactions under Revised Code of Washington
Section 80.28 shall not be deemed to be an Off-Balance Sheet Liability. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Operating
Lease&#148; of a Person means any lease of Property (other than a Capitalized
Lease) by such Person as lessee which has an original term (including any
required renewals and any renewals effective at the option of the lessor) of one
year or more. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Other Taxes&#148; is defined in Section 3.5(ii).</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Outstanding
Credit Exposure&#148; means, as to any Lender at any time, the sum of (i) the
aggregate principal amount of its Loans outstanding at such time, plus (ii) an
amount equal to its Pro Rata Share of the LC Obligations at such time. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Participants&#148; is defined in Section 13.2.1.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Payment
Date&#148; means the last day of each calendar quarter commencing the first such
date after the date hereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;PBGC&#148; means the Pension Benefit Guaranty Corporation, or any successor thereto.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Person&#148; means any natural person, corporation, firm, joint venture, partnership, limited liability company, association,
enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or
instrumentality thereof.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Plan&#148;
means an employee pension benefit plan (as defined in Section&#160;3(2) of
ERISA) which is covered by Title IV of ERISA or subject to the minimum funding
standards under Section&#160;412 of the Code as to which the Borrower or any
member of the Controlled Group may&#160;have any liability. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Pricing Schedule&#148; means the Schedule attached hereto identified as such.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Prime
Rate&#148; means a rate per annum equal to the prime rate of interest announced
from time to time by Bank One or its parent (which is not necessarily the lowest
rate charged to any customer), changing when and as said prime rate changes. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Pro
Rata Share&#148; means, with respect to a Lender, a portion equal to a fraction
the numerator of which is such Lender&#146;s Commitment and the denominator of
which is the Aggregate Commitment. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Property&#148;
of a Person means any and all property, whether real, personal, tangible,
intangible, or mixed, of such Person, or other assets owned, leased or operated
by such Person. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;PSE&#148; means Puget Sound Energy, Inc., a Washington corporation.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Purchasers&#148; is defined in Section 13.3.1.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Rate
Management Transaction&#148; means any transaction (including an agreement with
respect thereto) now existing or hereafter entered into by the Guarantor or any
Subsidiary which is a rate swap, basis swap, forward rate transaction, commodity
swap, commodity option, equity or equity index swap, equity or equity index
option, bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, forward transaction,
currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect to any of
these transactions) or any combination thereof, whether linked to one or more
interest rates, foreign currencies, commodity prices, equity prices or other
financial measures; <I>provided</I>, that, in calculating the value of Rate
Management Transactions, offsetting Rate Management Transactions with the same
counterparty shall be netted so long as netting is permitted with respect
thereto. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Regulation
D&#148; means Regulation D of the Board of Governors of the Federal Reserve
System as from time to time in effect and any successor thereto or other
regulation or official interpretation of said Board of Governors relating to
reserve requirements applicable to member banks of the Federal Reserve System. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Regulation
U&#148; means Regulation U of the Board of Governors of the Federal Reserve
System as from time to time in effect and any successor or other regulation or
official interpretation of said Board of Governors relating to the extension of
credit by banks for the purpose of purchasing or carrying margin stocks
applicable to member banks of the Federal Reserve System. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Reimbursement
Obligations&#148; means, at any time, the aggregate of all obligations of the
Borrower then outstanding under Section&#160;2.18 to reimburse the LC Issuer for
amounts paid by the LC Issuer in respect of any one or more drawings under
Facility LCs. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Reportable
Event&#148; means a reportable event as defined in Section&#160;4043 of ERISA
and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the 30-day notice requirement of
Section&#160;4043(a) of ERISA has been waived by statute, regulation or
otherwise. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Rentals&#148;
of a Person means the aggregate fixed amounts payable by such Person under any
Operating Lease. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Reports&#148; is defined in Section 10.6.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Required
Lenders&#148; means Lenders in the aggregate having at least 51% of the
Aggregate Commitment or, if the Aggregate Commitment has been terminated,
Lenders in the aggregate holding at least 51% of the aggregate unpaid principal
amount of the Aggregate Outstanding Credit Exposure. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Reserve
Requirement&#148; means, with respect to an Interest Period, the maximum
aggregate reserve requirement (including all basic, supplemental, marginal and
other reserves) which is imposed under Regulation D on Eurocurrency liabilities. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Sale and Leaseback Transaction&#148; means any sale or other transfer of Property by any Person with the intent to lease such
Property as lessee.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;S&amp;P&#148;
means Standard and Poor&#146;s Ratings Services, a division of The McGraw Hill
Companies, Inc. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Schedule&#148;
refers to a specific schedule to this Agreement, unless another document is
specifically referenced. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Section&#148;
means a numbered Section&#160;of this Agreement, unless another document is
specifically referenced. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Single Employer Plan&#148; means a Plan maintained by the Borrower or any member of the Controlled Group for employees of the
Borrower or any member of the Controlled Group.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Subsidiary&#148;
of a Person means (i) any corporation more than 50% of the outstanding
securities having ordinary voting power of which shall at the time be owned or
controlled, directly or indirectly, by such Person or by one or more of its
Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any
partnership, limited liability company, association, joint venture or similar
business organization more than 50% of the ownership interests having ordinary
voting power of which shall at the time be so owned or controlled. Unless
otherwise expressly provided, all references herein to a &#147;Subsidiary&#148;
shall mean a Subsidiary of the Guarantor. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Subsidiary
Guaranty&#148; means a guaranty of the Subsidiaries of the Borrower in
substantially the form of Exhibit G. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Substantial
Portion&#148; means, with respect to the Property of the Guarantor and its
Subsidiaries, Property which (i) represents more than 20% of the consolidated
assets of the Guarantor and its Subsidiaries as would be shown in the
consolidated financial statements of the Guarantor and its Subsidiaries as at
the beginning of the twelve-month period ending with the month in which such
determination is made, or (ii) is responsible for more than 20% of the
consolidated net income of the Guarantor and its Subsidiaries as reflected in
the financial statements referred to in clause (i) above. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Taxes&#148;
means any and all present or future taxes, duties, levies, imposts, deductions,
charges or withholdings, and any and all liabilities with respect to the
foregoing, but <I>excluding</I> Excluded Taxes and Other Taxes. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Transferee&#148; is defined in Section 13.5.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Type&#148;
means, with respect to any Loan, its nature as a Floating Rate Loan or a
Eurodollar Rate Loan. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Unfunded
Liabilities&#148; means the amount (if any) by which the present value of all
vested and unvested accrued benefits under all Single Employer Plans exceeds the
fair market value of the assets of all such Plans all determined for each Plan
as of the then most recent valuation date for such Plans using the actuarial
assumptions used to fund such Plan. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Unmatured Default&#148; means an event which but for the lapse of time or the giving of notice, or both, would constitute a
Default.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Wholly-Owned
Subsidiary&#148; of a Person means (i) any Subsidiary all of the outstanding
voting securities of which shall at the time be owned or controlled, directly or
indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such
Person, or (ii) any partnership, limited liability company, association, joint
venture or similar business organization 100% of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
foregoing definitions shall be equally applicable to both the singular and
plural forms of the defined terms. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE II.</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>THE CREDITS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.1 <U>Commitment</U>. From
and including the date of this Agreement and prior to the Facility Termination
Date, each Lender severally agrees, on the terms and conditions set forth in
this Agreement, to (i) make Loans to the Borrower and (ii) participate in
Facility LCs issued upon the request of the Borrower, <I>provided</I> that,
after giving effect to the making of each such Loan and the issuance of each
such Facility LC, such Lender&#146;s Outstanding Credit Exposure shall not
exceed its Commitment. Subject to the terms of this Agreement, the Borrower
may&#160;borrow, repay and reborrow at any time prior to the Facility
Termination Date. The Commitments to extend credit hereunder shall expire on the
Facility Termination Date. The LC Issuer will issue Facility LCs hereunder on
the terms and conditions set forth in Section&#160;2.18. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.2      <U>Required Payments; Termination</U>.  The Aggregate Outstanding Credit Exposure and all other unpaid Obligations shall be paid in
full by the Borrower on the Facility Termination Date.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.3      <U>Ratable Loans</U>.  Each Advance hereunder shall consist of Loans made from the several Lenders ratably according to their Pro
Rata Shares.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.4      <U>Types of Loans</U>.  The Loans may be Floating Rate Loans or Eurodollar Loans, or a combination thereof, selected by the
Borrower in accordance with Sections 2.8 and 2.9.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.5      <U>Fees; Reductions in Aggregate Commitment</U>.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
The Borrower agrees to pay to the Agent for the account of each Lender according
to its Pro Rata Share a facility fee at a per annum rate equal to the Applicable
Fee Rate on the average daily Aggregate Commitment (regardless of usage) from
the date hereof to and including the Facility Termination Date, payable on each
Payment Date hereafter and on the Facility Termination Date. The Borrower
may&#160;permanently reduce the Aggregate Commitment in whole, or in part
ratably among the Lenders in a minimum amount of $10,000,000 and an integral
multiple of $1,000,000, upon at least three Business Days&#146; written notice
to the Agent, which notice shall specify the amount of any such reduction,
<I>provided</I>, <I>however</I>, that the amount of the Aggregate Commitment
may&#160;not be reduced below the Aggregate Outstanding Credit Exposure. All
accrued commitment fees shall be payable on the effective date of any
termination of the obligations of the Lenders to make Credit Extensions
hereunder. Borrower may terminate the Aggregate Commitment at any time, provided
that the Borrower provides at least three Business Days&#146; written notice to
the Agent of Borrower&#146;s election to terminate and that the Aggregate
Outstanding Credit Exposure is reduced to zero on or before the effective date
of the termination. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
The Borrower agrees to pay a utilization fee for any period of time with respect
to which the outstanding Loans exceed 33-1/3% of the Aggregate Commitment, which
fee shall be payable on each Payment Date in the amount set forth in the Pricing
Schedule. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.6      <U>Minimum Amount of Each Advance</U>.  Each Advance shall be in the minimum amount of $2,500,000, provided, however, that any
Floating Rate Advance may be in the amount of the Available Aggregate Commitment.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.7 <U>Optional Principal
Payments</U>. The Borrower may from time to time pay, without penalty or
premium, all outstanding Advances or in a minimum aggregate amount of $2,500,000
upon three Business Days&#146; prior notice to the Agent in the case of
Eurodollar Advances and one Business Day&#146;s prior notice to the Agent in the
case of Floating Rate Advances, subject in the case of Eurodollar Advances to
the payment of any funding indemnification amounts required by Section&#160;3.4
but without penalty or premium. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.8 <U>Method of Selecting
Types and Interest Periods for New Advances</U>. The Borrower shall select the
Type of Loan and, in the case of each Eurodollar Advance, the Interest Period
applicable thereto from time to time. The Borrower shall give the Agent
irrevocable notice (a &#147;Borrowing Notice&#148;) not later than noon (Chicago
time) (a) on the proposed Borrowing Date of each Floating Rate Advance and (b)
at least three Business Days before the Borrowing Date for each Eurodollar
Advance, specifying: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)      the Borrowing Date, which shall be a Business Day, of such Advance,</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)     the aggregate amount of such Advance,</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)    the Type of Advance selected, and</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)     in the case of each Eurodollar Advance, the Interest Period applicable thereto.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Not later than 2:00 p.m.
(Chicago time) on each Borrowing Date, each Lender shall make available its Loan
or Loans in funds immediately available in Chicago to the Agent at its address
specified pursuant to Article XIV. The Agent will make the funds so received
from the Lenders available to the Borrower at the Agent&#146;s aforesaid
address. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.9 <U>Conversion and
Continuation of Outstanding Advances</U>. Floating Rate Advances shall continue
as Floating Rate Advances unless and until such Floating Rate Advances are
converted into Eurodollar Advances pursuant to this Section&#160;2.9 or are
repaid in accordance with Section&#160;2.7. Each Eurodollar Advance shall
continue as a Eurodollar Advance until the end of the then applicable Interest
Period therefor, at which time such Eurodollar Advance shall be automatically
converted into a Floating Rate Advance unless (x) such Eurodollar Advance is or
was repaid in accordance with Section&#160;2.7 or (y) the Borrower shall have
given the Agent a Conversion/Continuation Notice (as defined below) requesting
that, at the end of such Interest Period, such Eurodollar Advance continue as or
convert into, a Eurodollar Advance for the same or another Interest Period or a
Floating Rate Advance. Subject to the terms of Section&#160;2.6, the Borrower
may&#160;elect from time to time to convert all or any part of a Floating Rate
Advance into a Eurodollar Advance. The Borrower shall give the Agent irrevocable
notice (a &#147;Conversion/Continuation Notice&#148;) of each conversion of a
Floating Rate Advance into a Eurodollar Advance or continuation of a Eurodollar
Advance not later than noon (Chicago time) at least three Business Days prior to
the date of the requested conversion or continuation, specifying: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)      the requested date, which shall be a Business Day, of such conversion or continuation,</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)     the aggregate amount and Type of the Advance which is to be converted or continued, and</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)
the amount of such Advance which is to be converted into or continued as a
Eurodollar Advance and the duration of the Interest Period applicable thereto. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.10 <U>Changes in Interest
Rate, etc.</U> Each Floating Rate Advance shall bear interest on the outstanding
principal amount thereof, for each day from and including the date such Advance
is made or is automatically converted from a Eurodollar Advance into a Floating
Rate Advance pursuant to Section&#160;2.9, to but excluding the date it is paid
or is converted into a Eurodollar Advance pursuant to Section&#160;2.9 hereof,
at a rate per annum equal to the Floating Rate for such day. Changes in the rate
of interest on that portion of any Advance maintained as a Floating Rate Advance
will take effect simultaneously with each change in the Alternate Base Rate.
Each Eurodollar Advance shall bear interest on the outstanding principal amount
thereof from and including the first day of the Interest Period applicable
thereto to (but not including) the last day of such Interest Period at the
Eurodollar Rate determined by the Agent as applicable to such Eurodollar Advance
based upon the Borrower&#146;s selections under Sections 2.8 and 2.9 and
otherwise in accordance with the terms hereof. No&#160;Interest Period
may&#160;end after the Facility Termination Date. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.11 <U>Rates Applicable
After Default</U>. Notwithstanding anything to the contrary contained in
Section&#160;2.8 or 2.9, during the continuance of a Default or Unmatured
Default the Required Lenders may, at their option, by notice to the Borrower
(which notice may&#160;be revoked at the option of the Required Lenders
notwithstanding any provision of Section&#160;8.2 requiring unanimous consent of
the Lenders to changes in interest rates), declare that no Advance may be made
as, converted into or continued as a Eurodollar Advance. During the continuance
of a Default the Required Lenders may, at their option, by notice to the
Borrower (which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section&#160;8.2 requiring unanimous consent of
the Lenders to changes in interest rates), declare that (i) each Eurodollar
Advance shall bear interest for the remainder of the applicable Interest Period
at the rate otherwise applicable to such Interest Period plus 1% per annum, (ii)
each Floating Rate Advance shall bear interest at a rate per annum equal to the
Floating Rate in effect from time to time plus 1% per annum and (iii) the LC Fee
shall be increased by 1% per annum, <I>provided</I> that, during the continuance
of a Default under Section&#160;7.6 or 7.7, the interest rates set forth in
clauses (i) and (ii) above and the increase in the LC Fee set forth in clause
(iii) above shall be applicable to all Credit Extensions without any election or
action on the part of the Agent or any Lender. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.12 <U>Method of
Payment</U>. All payments of the Obligations hereunder shall be made, without
setoff, deduction, or counterclaim, in immediately available funds to the Agent
at the Agent&#146;s address specified pursuant to Article XIV, or at any other
Lending Installation of the Agent specified in writing by the Agent to the
Borrower, by noon (local time) on the date when due and shall (except in the
case of Reimbursement Obligations for which the LC Issuer has not been fully
indemnified by the Lenders, or as otherwise specifically required hereunder) be
applied ratably by the Agent among the Lenders. Each payment delivered to the
Agent for the account of any Lender shall be delivered promptly by the Agent to
such Lender in the same type of funds that the Agent received at its address
specified pursuant to Article XIV or at any Lending Installation specified in a
notice received by the Agent from such Lender. Each reference to the Agent in
this Section&#160;2.12 shall also be deemed to refer, and shall apply equally,
to the LC Issuer, in the case of payments required to be made by the Borrower to
the LC Issuer pursuant to Section&#160;2.18.6. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.13 <U>Noteless Agreement;
Evidence of Indebtedness</U>. (i) Each Lender shall maintain in accordance with
its usual practice an account or accounts evidencing the indebtedness of the
Borrower to such Lender resulting from each Loan made by such Lender from time
to time, including the amounts of principal and interest payable and paid to
such Lender from time to time hereunder. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
The Agent shall also maintain accounts in which it will record (a) the amount of
each Loan made hereunder, the Type thereof and the Interest Period with respect
thereto, (b) the amount of any principal or interest due and payable or to
become due and payable from the Borrower to each Lender hereunder, (c) the
original stated amount of each Facility LC and the amount of LC Obligations
outstanding at any time, and (d) the amount of any sum received by the Agent
hereunder from the Borrower and each Lender&#146;s share thereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)
The entries maintained in the accounts maintained pursuant to paragraphs (i) and
(ii) above shall be <I>prima facie</I> evidence of the existence and amounts of
the Obligations therein recorded; <I>provided</I>, <I>however</I>, that the
failure of the Agent or any Lender to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Borrower to repay
the Obligations in accordance with their terms. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)
Any Lender may request that its Loans be evidenced by a promissory note (a
&#147;Note&#148;) in substantially the form of Exhibit&#160;E. In such event,
the Borrower shall prepare, execute and deliver to such Lender a Note payable to
the order of such Lender in a form supplied by the Agent and reasonably
acceptable to the Borrower. Thereafter, the Loans evidenced by such Note and
interest thereon shall at all times (including after any assignment pursuant to
Section&#160;13.3) be represented by one or more Notes payable to the order of
the payee named therein or any assignee pursuant to Section&#160;13.3, except to
the extent that any such Lender or assignee subsequently returns any such Note
for cancellation and requests that such Loans once again be evidenced as
described in paragraphs (i) and (ii) above. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.14 <U>Interest Payment
Dates; Interest and Fee Basis</U>. Interest accrued on each Floating Rate
Advance shall be payable on each Payment Date, commencing with the first such
date to occur after the date hereof, on any date on which the Floating Rate
Advance is prepaid, whether due to acceleration or otherwise, and at maturity.
Interest accrued on that portion of the outstanding principal amount of any
Floating Rate Advance converted into a Eurodollar Advance on a day other than a
Payment Date shall be payable on the date of conversion. Interest accrued on
each Eurodollar Advance shall be payable on the last day of its applicable
Interest Period, on any date on which the Eurodollar Advance is prepaid, whether
by acceleration or otherwise, and at maturity. Interest accrued on each
Eurodollar Advance having an Interest Period longer than three months shall also
be payable on the last day of each three-month interval during such Interest
Period. Interest, commitment fees and LC Fees shall be calculated for actual
days elapsed on the basis of a 360-day year, other than interest on Floating
Rate Advances which shall be calculated for actual days elapsed on the basis of
a 365 or 366-day year, as applicable. Interest shall be payable for the day a
Loan is made but not for the day of any payment on the amount paid if payment is
received prior to noon (local time) at the place of payment. If any payment of
principal of or interest on a Loan shall become due on a day which is not a
Business Day, such payment shall be made on the next succeeding Business Day
and, in the case of a principal payment, such extension of time shall be
included in computing interest in connection with such payment. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.15 <U>Notification of
Advances, Interest Rates, Prepayments and Commitment Reductions</U>. Promptly
after receipt thereof, the Agent will notify each Lender of the contents of each
Aggregate Commitment reduction notice, Borrowing Notice, Conversion/Continuation
Notice, and repayment notice received by it hereunder. Promptly after notice
from the LC Issuer, the Agent will notify each Lender of the contents of each
request for issuance of a Facility LC hereunder. The Agent will notify each
Lender of the interest rate applicable to each Eurodollar Advance promptly upon
determination of such interest rate and will give each Lender prompt notice of
each change in the Alternate Base Rate. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.16 <U>Lending
Installations</U>. Each Lender may book its Loans and its participation in any
LC Obligations and the LC Issuer may book the Facility LCs at any Lending
Installation selected by such Lender or the LC Issuer, as the case may be, and
may change its Lending Installation from time to time. All terms of this
Agreement shall apply to any such Lending Installation and the Loans, Facility
LCs, participations in LC Obligations and any Notes issued hereunder shall be
deemed held by each Lender or the LC Issuer, as the case may&#160;be, for the
benefit of any such Lending Installation. Each Lender and the LC Issuer may, by
written notice to the Agent and the Borrower in accordance with Article XIV,
designate replacement or additional Lending Installations through which Loans
will be made by it or Facility LCs will be issued by it and for whose account
Loan payments or payments with respect to Facility LCs are to be made. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.17 <U>Non-Receipt of
Funds by the Agent</U>. Unless the Borrower or a Lender, as the case may be,
notifies the Agent prior to the date on which it is scheduled to make payment to
the Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the
case of the Borrower, a payment of principal, interest or fees to the Agent for
the account of the Lenders, that it does not intend to make such payment, the
Agent may&#160;assume that such payment has been made. The Agent may, but shall
not be obligated to, make the amount of such payment available to the intended
recipient in reliance upon such assumption. If such Lender or the Borrower, as
the case may&#160;be, has not in fact made such payment to the Agent, the
recipient of such payment shall, on demand by the Agent, repay to the Agent the
amount so made available together with interest thereon in respect of each day
during the period commencing on the date such amount was so made available by
the Agent until the date the Agent recovers such amount at a rate per annum
equal to (x) in the case of payment by a Lender, the Federal Funds Effective
Rate for such day for the first three days and, thereafter, the interest rate
applicable to the relevant Loan or (y) in the case of payment by the Borrower,
the interest rate applicable to the relevant Loan. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.18     <U>Facility LCs</U>.</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.18.1</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
<U>Issuance</U>. The LC Issuer hereby agrees, on the terms and conditions set
forth in this Agreement, to issue standby letters of credit (each, a
&#147;Facility LC&#148;) and to renew, extend, increase, decrease or otherwise
modify each Facility LC (&#147;Modify,&#148; and each such action a
&#147;Modification&#148;), from time to time from and including the date of this
Agreement and prior to the Facility Termination Date upon the request of the
Borrower; <I>provided</I> that immediately after each such Facility LC is issued
or Modified, (i) the aggregate amount of the outstanding LC Obligations shall
not exceed $50,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall
not exceed the Aggregate Commitment. No&#160;Facility LC shall have an expiry
date later than the fifth Business Day prior to the Facility Termination Date.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.18.2</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
<U>Participations</U>. Upon the issuance or Modification by the LC Issuer of a
Facility LC in accordance with this Section&#160;2.18, the LC Issuer shall be
deemed, without further action by any party hereto, to have unconditionally and
irrevocably sold to each Lender, and each Lender shall be deemed, without
further action by any party hereto, to have unconditionally and irrevocably
purchased from the LC Issuer, a participation in such Facility LC (and each
Modification thereof) and the related LC Obligations in proportion to its Pro
Rata Share.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.18.3</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
<U>Notice</U>. Subject to Section&#160;2.18.1, the Borrower shall give the LC
Issuer notice prior to noon (Chicago time) at least three Business Days prior to
the proposed date of issuance or Modification of each Facility LC, specifying
the beneficiary, the proposed date of issuance (or Modification) and the expiry
date of such Facility LC, and describing the proposed terms of such Facility LC
and the nature of the transactions proposed to be supported thereby. Upon
receipt of such notice, the LC Issuer shall promptly notify the Agent, and the
Agent shall promptly notify each Lender, of the contents thereof and of the
amount of such Lender&#146;s participation in such proposed Facility LC. The
issuance or Modification by the LC Issuer of any Facility LC shall, in addition
to the conditions precedent set forth in Article IV (the satisfaction of which
the LC Issuer shall have no duty to ascertain), be subject to the conditions
precedent that such Facility LC shall be satisfactory to the LC Issuer and that
the Borrower shall have executed and delivered such application agreement and/or
such other instruments and agreements relating to such Facility LC as the LC
Issuer shall have reasonably requested (each, a &#147;Facility LC
Application&#148;). In the event of any conflict between the terms of this
Agreement and the terms of any Facility LC Application, the terms of this
Agreement shall control.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.18.4</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
<U>Fees</U>. The Borrower shall pay to the Agent, for the account of the Lenders
ratably in accordance with their respective Pro Rata Shares, with respect to
each Facility LC, a letter of credit fee at a per annum rate equal to the
Applicable Margin for Eurodollar Loans in effect from time to time on the
average daily undrawn stated amount under such Facility LC, such fee to be
payable in arrears on each Payment Date (such fee described in this sentence the
&#147;LC Fee&#148;). The Borrower shall also pay to the LC Issuer for its own
account documentary and processing charges of $200 in connection with each
issuance or Modification of and draw under Facility LCs. The Borrower shall also
pay the LC Issuer for its own account a fronting fee in the amount agreed to in
that certain letter dated May&#160;24, 2001, or as otherwise agreed from time to
time.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.18.5</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
<U>Administration; Reimbursement by Lenders</U>. Upon receipt from the
beneficiary of any Facility LC of any demand for payment under such Facility LC,
the LC Issuer shall notify the Agent and the Agent shall promptly notify the
Borrower and each other Lender as to the amount to be paid by the LC Issuer as a
result of such demand and the proposed payment date (the &#147;LC Payment
Date&#148;). The responsibility of the LC Issuer to the Borrower and each Lender
shall be only to determine that the documents (including each demand for
payment) delivered under each Facility LC in connection with such presentment
shall be in conformity in all material respects with such Facility LC. The LC
Issuer shall endeavor to exercise the same care in the issuance and
administration of the Facility LCs as it does with respect to letters of credit
in which no participations are granted, it being understood that in the absence
of any gross negligence or willful misconduct by the LC Issuer, each Lender
shall be unconditionally and irrevocably liable without regard to the occurrence
of any Default or any condition precedent whatsoever, to reimburse the LC Issuer
on demand for (i) such Lender&#146;s Pro Rata Share of the amount of each
payment made by the LC Issuer under each Facility LC to the extent such amount
is not reimbursed by the Borrower pursuant to Section&#160;2.18.6 below, plus
(ii) interest on the foregoing amount to be reimbursed by such Lender, for each
day from the date of the LC Issuer&#146;s demand for such reimbursement (or, if
such demand is made after 1:00 p.m. (Chicago time) on such date, from the next
succeeding Business Day) to the date on which such Lender pays the amount to be
reimbursed by it, at a rate of interest per annum equal to the Federal Funds
Effective Rate for the first three days and, thereafter, at a rate of interest
equal to the rate applicable to Floating Rate Advances.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.18.6</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
<U>Reimbursement by Borrower</U>. The Borrower shall be irrevocably and
unconditionally obligated to reimburse the LC Issuer on or before the applicable
LC Payment Date for any amounts to be paid by the LC Issuer upon any drawing
under any Facility LC, without presentment, demand, protest or other formalities
of any kind; <I>provided</I> that neither the Borrower nor any Lender shall
hereby be precluded from asserting any claim for direct (but not consequential)
damages suffered by the Borrower or such Lender to the extent, but only to the
extent, caused by (i) the willful misconduct or gross negligence of the LC
Issuer in determining whether a request presented under any Facility LC issued
by it complied with the terms of such Facility LC or (ii) the LC Issuer&#146;s
failure to pay under any Facility LC issued by it after the presentation to it
of a request strictly complying with the terms and conditions of such Facility
LC. All such amounts paid by the LC Issuer and remaining unpaid by the Borrower
shall bear interest, payable on demand, for each day until paid at a rate per
annum equal to (x) the rate applicable to Floating Rate Advances for such day if
such day falls on or before the applicable LC Payment Date and (y) the sum of 1%
plus the rate applicable to Floating Rate Advances for such day if such day
falls after such LC Payment Date. The LC Issuer will pay to each Lender ratably
in accordance with its Pro Rata Share all amounts received by it from the
Borrower for application in payment, in whole or in part, of the Reimbursement
Obligation in respect of any Facility LC issued by the LC Issuer, but only to
the extent such Lender has made payment to the LC Issuer in respect of such
Facility LC pursuant to Section&#160;2.18.5. Subject to the terms and conditions
of this Agreement (including without limitation the submission of a Borrowing
Notice in compliance with Section&#160;2.8 and the satisfaction of the
applicable conditions precedent set forth in Article IV), the Borrower may
request an Advance hereunder for the purpose of satisfying any Reimbursement
Obligation.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.18.7</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
<U>Obligations Absolute</U>. The Borrower&#146;s obligations under this
Section&#160;2.18 shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to payment
which the Borrower may have or have had against the LC Issuer, any Lender or any
beneficiary of a Facility LC. The Borrower further agrees with the LC Issuer and
the Lenders that the LC Issuer and the Lenders shall not be responsible for, and
the Borrower&#146;s Reimbursement Obligation in respect of any Facility LC shall
not be affected by, among other things, the validity or genuineness of documents
or of any endorsements thereon, even if such documents should in fact prove to
be in any or all respects invalid, fraudulent or forged, or any dispute between
or among the Borrower, any of its Affiliates, the beneficiary of any Facility LC
or any financing institution or other party to whom any Facility LC may be
transferred or any claims or defenses whatsoever of the Borrower or of any of
its Affiliates against the beneficiary of any Facility LC or any such
transferee. The LC Issuer shall not be liable for any error, omission,
interruption or delay in transmission, dispatch or delivery of any message or
advice, however transmitted, in connection with any Facility LC. The Borrower
agrees that any action taken or omitted by the LC Issuer or any Lender under or
in connection with each Facility LC and the related drafts and documents, if
done without gross negligence or willful misconduct, shall be binding upon the
Borrower and shall not put the LC Issuer or any Lender under any liability to
the Borrower. Nothing in this Section&#160;2.18.7 is intended to limit the right
of the Borrower to make a claim against the LC Issuer for damages as
contemplated by the proviso to the first sentence of Section&#160;2.18.6.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.18.8</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
<U>Actions of LC Issuer</U>. The LC Issuer shall be entitled to rely, and shall
be fully protected in relying, upon any Facility LC, draft, writing, resolution,
notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy,
telex or teletype message, statement, order or other document believed by it to
be genuine and correct and to have been signed, sent or made by the proper
Person or Persons, and upon advice and statements of legal counsel, independent
accountants and other experts selected by the LC Issuer. The LC Issuer shall be
fully justified in failing or refusing to take any action under this Agreement
unless it shall first have received such advice or concurrence of the Required
Lenders as it reasonably deems appropriate or it shall first be indemnified to
its reasonable satisfaction by the Lenders against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action. Notwithstanding any other provision of this Section&#160;2.18,
the LC Issuer shall in all cases be fully protected in acting, or in refraining
from acting, under this Agreement in accordance with a request of the Required
Lenders, and such request and any action taken or failure to act pursuant
thereto shall be binding upon the Lenders and any future holders of a
participation in any Facility LC. Nothing in this Section 2.18.8 is intended to
limit the right of the Borrower to make a claim against the LC Issuer for
damages as contemplated by the proviso to the first sentence of Section 2.18.6.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.18.9</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
<U>Indemnification</U>. The Borrower hereby agrees to indemnify and hold
harmless each Lender, the LC Issuer and the Agent, and their respective
directors, officers, agents and employees from and against any and all claims
and damages, losses, liabilities, costs or expenses which such Lender, the LC
Issuer or the Agent may incur (or which may be claimed against such Lender, the
LC Issuer or the Agent by any Person whatsoever) by reason of or in connection
with the issuance, execution and delivery or transfer of or payment or failure
to pay under any Facility LC or any actual or proposed use of any Facility LC,
including, without limitation, any claims, damages, losses, liabilities, costs
or expenses which the LC Issuer may incur by reason of or in connection with
(i)&#160;the failure of any other Lender to fulfill or comply with its
obligations to the LC Issuer hereunder (but nothing herein contained shall
affect any rights the Borrower may have against any defaulting Lender) or
(ii)&#160;by reason of or on account of the LC Issuer issuing any Facility LC
which specifies that the term &#147;Beneficiary&#148; included therein includes
any successor by operation of law of the named Beneficiary, but which Facility
LC does not require that any drawing by any such successor Beneficiary be
accompanied by a copy of a legal document, satisfactory to the LC Issuer,
evidencing the appointment of such successor Beneficiary; <I>provided</I> that
the Borrower shall not be required to indemnify any Lender, the LC Issuer or the
Agent for any claims, damages, losses, liabilities, costs or expenses to the
extent, but only to the extent, caused by (x) the willful misconduct or gross
negligence of the LC Issuer in determining whether a request presented under any
Facility LC complied with the terms of such Facility LC or (y) the LC
Issuer&#146;s failure to pay under any Facility LC after the presentation to it
of a request strictly complying with the terms and conditions of such Facility
LC. Nothing in this Section&#160;2.18.9 is intended to limit the obligations of
the Borrower under any other provision of this Agreement.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.18.10</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
<U>Lenders&#146; Indemnification</U>. Each Lender shall, ratably in accordance
with its Pro Rata Share, indemnify the LC Issuer, its Affiliates and their
respective directors, officers, agents and employees (to the extent not
reimbursed by the Borrower) against any cost, expense (including reasonable
counsel fees and disbursements), claim, demand, action, loss or liability
(except such as result from such indemnitees&#146; gross negligence or willful
misconduct or the LC Issuer&#146;s failure to pay under any Facility LC after
the presentation to it of a request strictly complying with the terms and
conditions of the Facility LC) that such indemnitees may suffer or incur in
connection with this Section&#160;2.18 or any action taken or omitted by such
indemnitees hereunder.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.18.11</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
<U>Facility LC Collateral Account</U>. The Borrower agrees that it will after
the occurrence and during the continuance of a Default and , upon the request of
the Agent or the Required Lenders and until the final expiration date of any
Facility LC and thereafter as long as any amount is payable to the LC Issuer or
the Lenders in respect of any Facility LC, maintain a special collateral account
pursuant to arrangements satisfactory to the Agent (the &#147;Facility LC
Collateral Account&#148;) at the Agent&#146;s office at the address specified
pursuant to Article XIV, in the name of such Borrower but under the sole
dominion and control of the Agent, for the benefit of the Lenders and in which
such Borrower shall have no interest other than as set forth in
Section&#160;8.1. The Borrower hereby pledges, assigns and grants to the Agent,
on behalf of and for the ratable benefit of the Lenders and the LC Issuer, a
security interest in all of the Borrower&#146;s right, title and interest in and
to all funds which may from time to time be on deposit in the Facility LC
Collateral Account to secure the prompt and complete payment and performance of
the Obligations. The Agent will invest any funds on deposit from time to time in
the Facility LC Collateral Account in certificates of deposit of Bank One having
a maturity not exceeding 30 days. Nothing in this Section&#160;2.18.11 shall
either obligate the Agent to require the Borrower to deposit any funds in the
Facility LC Collateral Account or limit the right of the Agent to release any
funds held in the Facility LC Collateral Account in each case other than as
required by Section&#160;8.1.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.18.12</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
<U>Rights as a Lender</U>. In its capacity as a Lender, the LC Issuer shall have
the same rights and obligations as any other Lender. </FONT></TD>
</TR>
</TABLE>
<BR>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE III</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>YIELD PROTECTION; TAXES</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.1 <U>Yield
Protection</U>. If, on or after the date of this Agreement, the adoption of any
law or any governmental or quasi-governmental rule, regulation, policy,
guideline or directive (whether or not having the force of law), or any change
in the interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender or
applicable Lending Installation or the LC Issuer with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
subjects any Lender or any applicable Lending Installation or the LC Issuer to
any Taxes, or changes the basis of taxation of payments (other than with respect
to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar
Loans, Facility LCs or participations therein, or </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
imposes or increases or deems applicable any reserve, assessment, insurance
charge, special deposit or similar requirement against assets of, deposits with
or for the account of, or credit extended by, any Lender or any applicable
Lending Installation or the LC Issuer (other than reserves and assessments taken
into account in determining the interest rate applicable to Eurodollar
Advances), or </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)
imposes any other condition the result of which is to increase the cost to any
Lender or any applicable Lending Installation or the LC Issuer of making,
funding or maintaining its Eurodollar Loans, or of issuing or participating in
Facility LCs or reduces any amount receivable by any Lender or any applicable
Lending Installation or the LC Issuer in connection with its Eurodollar Loans,
Facility LCs or participations therein, or requires any Lender or any applicable
Lending Installation or the LC Issuer to make any payment calculated by
reference to the amount of Eurodollar Loans, Facility LCs or participations
therein held or interest or LC Fees received by it, by an amount deemed material
by such Lender or the LC Issuer, as the case may be, </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>and the result of any of
the foregoing is to increase the cost to such Lender or applicable Lending
Installation or the LC Issuer, as the case may be, of making or maintaining its
Eurodollar Loans, or Commitment or of issuing or participating in Facility LCs
or to reduce the return received by such Lender or applicable Lending
Installation or the LC Issuer, as the case may be, in connection with such
Eurodollar Loans, Facility LCs, participations therein or Commitment, then,
within 15 days of demand by such Lender or the LC Issuer, as the case may be,
the Borrower shall pay such Lender such additional amount or amounts as will
compensate such Lender or the LC Issuer, as the case may be, for such increased
cost or reduction in amount received. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.2 <U>Changes in Capital
Adequacy Regulations</U>. If a Lender or the LC Issuer determines the amount of
capital required or expected to be maintained by such Lender, any Lending
Installation of such Lender or the LC Issuer or any corporation controlling such
Lender or the LC Issuer is increased as a result of a Change generally
applicable to national banks in the United States, then, within 15 days of
demand by such Lender or the LC Issuer, the Borrower shall pay such Lender or
the LC Issuer the amount necessary to compensate for any shortfall in the rate
of return on the portion of such increased capital which such Lender or the LC
Issuer determines is attributable to this Agreement, its Outstanding Credit
Exposure or its Commitment to make Loans and issue or participate in Facility
LCs, as the case may be, hereunder (after taking into account such Lender&#146;s
or the LC Issuer&#146;s policies as to capital adequacy). &#147;Change&#148;
means (i) any change after the date of this Agreement in the Risk-Based Capital
Guidelines or (ii)&#160;any adoption of or change in any other law, governmental
or quasi-governmental rule, regulation, policy, guideline, interpretation, or
directive (whether or not having the force of law) after the date of this
Agreement which affects the amount of capital required or expected to be
maintained by any Lender or the LC Issuer or any Lending Installation or any
corporation controlling any Lender or the LC Issuer. &#147;Risk-Based Capital
Guidelines&#148; means (i) the risk-based capital guidelines in effect in the
United States on the date of this Agreement, including transition rules, and
(ii) the corresponding capital regulations promulgated by regulatory authorities
outside the United States implementing the July&#160;1988 report of the Basle
Committee on Banking Regulation and Supervisory Practices Entitled
&#147;International Convergence of Capital Measurements and Capital
Standards,&#148; including transition rules, and any amendments to such
regulations adopted prior to the date of this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.3 <U>Availability of
Types of Advances</U>. If any Lender determines that maintenance of its
Eurodollar Loans at a suitable Lending Installation would violate any applicable
law, rule, regulation, or directive, whether or not having the force of law, or
if the Required Lenders determine that (i) deposits of a type and maturity
appropriate to match fund Eurodollar Advances are not available or (ii) the
interest rate applicable to Eurodollar Advances does not accurately reflect the
cost of making or maintaining Eurodollar Advances, then the Agent shall suspend
the availability of Eurodollar Advances and require any affected Eurodollar
Advances to be repaid or converted to Floating Rate Advances, subject to the
payment of any funding indemnification amounts required by Section&#160;3.4. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.4 <U>Funding
Indemnification</U>. If any payment of a Eurodollar Advance occurs on a date
which is not the last day of the applicable Interest Period, whether because of
acceleration, prepayment or otherwise, or a Eurodollar Advance is not made on
the date specified by the Borrower for any reason other than default by the
Lenders, the Borrower will indemnify each Lender for any loss or cost incurred
by it resulting therefrom, including, without limitation, any loss or cost in
liquidating or employing deposits acquired to fund or maintain such Eurodollar
Advance. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.5 <U>Taxes</U>. (i) All
payments by the Borrower to or for the account of any Lender, the LC Issuer or
the Agent hereunder or under any Note or the Facility LC Application shall be
made free and clear of and without deduction for any and all Taxes. If the
Borrower shall be required by law to deduct any Taxes from or in respect of any
sum payable hereunder to any Lender, the LC Issuer or the Agent, (a) 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&#160;3.5) such Lender, the LC Issuer or the Agent (as the case may
be) receives an amount equal to the sum it would have received had no such
deductions been made, (b) the Borrower shall make such deductions, (c) the
Borrower shall pay the full amount deducted to the relevant authority in
accordance with applicable law and (d) the Borrower shall furnish to the Agent
the original copy of a receipt evidencing payment thereof within 30 days after
such payment is made. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
In addition, the Borrower hereby agrees to pay any present or future stamp or
documentary taxes and any other excise or property taxes, charges or similar
levies which arise from any payment made hereunder or under any Note or any
Facility LC Application or from the execution or delivery of, or otherwise with
respect to, this Agreement, any Note or any Facility LC Application (&#147;Other
Taxes&#148;). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)
The Borrower hereby agrees to indemnify the Agent, the LC Issuer and each Lender
for the full amount of Taxes or Other Taxes (including, without limitation, any
Taxes or Other Taxes imposed on amounts payable under this Section&#160;3.5)
paid by the Agent, the LC Issuer or such Lender and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto.
Payments due under this indemnification shall be made within 30 days of the date
the Agent, the LC Issuer or such Lender makes demand therefor pursuant to
Section&#160;3.6. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)
Each Lender that is not incorporated under the laws of the United States of
America or a state thereof (each a &#147;Non-U.S. Lender&#148;) agrees that it
will, not more than ten Business Days after the date of this Agreement, (i)
deliver to each of the Borrower and the Agent two duly completed copies of
United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in
either case that such Lender is entitled to receive payments under this
Agreement without deduction or withholding of any United States federal income
taxes, and (ii)&#160;deliver to each of the Borrower and the Agent a United
States Internal Revenue Form W-8 or W-9, as the case may be, and certify that it
is entitled to an exemption from United States backup withholding tax. Each
Non-U.S. Lender further undertakes to deliver to each of the Borrower and the
Agent (x) renewals or additional copies of such form (or any successor form) on
or before the date that such form expires or becomes obsolete, and (y) after the
occurrence of any event requiring a change in the most recent forms so delivered
by it, such additional forms or amendments thereto as may be reasonably
requested by the Borrower or the Agent. All forms or amendments described in the
preceding sentence shall certify that such Lender is entitled to receive
payments under this Agreement without deduction or withholding of any United
States federal income taxes, <I>unless</I> an event (including without
limitation any change in treaty, law or regulation) has occurred prior to the
date on which any such delivery would otherwise be required which renders all
such forms inapplicable or which would prevent such Lender from duly completing
and delivering any such form or amendment with respect to it and such Lender
advises the Borrower and the Agent that it is not capable of receiving payments
without any deduction or withholding of United States federal income tax. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)
For any period during which a Non-U.S. Lender has failed to provide the Borrower
with an appropriate form pursuant to clause (iv), above (unless such failure is
due to a change in treaty, law or regulation, or any change in the
interpretation or administration thereof by any governmental authority,
occurring subsequent to the date on which a form originally was required to be
provided), such Non-U.S. Lender shall not be entitled to indemnification under
this Section&#160;3.5 with respect to Taxes imposed by the United States;
<I>provided</I> that, should a Non-U.S. Lender which is otherwise exempt from or
subject to a reduced rate of withholding tax become subject to Taxes because of
its failure to deliver a form required under clause (iv), above, the Borrower
shall take such steps as such Non-U.S. Lender shall reasonably request to assist
such Non-U.S. Lender to recover such Taxes. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)
Any Lender that is entitled to an exemption from or reduction of withholding tax
with respect to payments under this Agreement or any Note pursuant to the law of
any relevant jurisdiction or any treaty shall deliver to the Borrower (with a
copy to the Agent), at the time or times prescribed by applicable law, such
properly completed and executed documentation prescribed by applicable law as
will permit such payments to be made without withholding or at a reduced rate. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vii)
If the U.S. Internal Revenue Service or any other governmental authority of the
United States or any other country or any political subdivision thereof asserts
a claim that the Agent did not properly withhold tax from amounts paid to or for
the account of any Lender (because the appropriate form was not delivered or
properly completed, because such Lender failed to notify the Agent of a change
in circumstances which rendered its exemption from withholding ineffective, or
for any other reason), such Lender shall indemnify the Agent fully for all
amounts paid, directly or indirectly, by the Agent as tax, withholding therefor,
or otherwise, including penalties and interest, and including taxes imposed by
any jurisdiction on amounts payable to the Agent under this subsection, together
with all costs and expenses related thereto (including attorneys fees and time
charges of attorneys for the Agent, which attorneys may be employees of the
Agent). The obligations of the Lenders under this Section&#160;3.5(vii) shall
survive the payment of the Obligations and termination of this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.6 <U>Lender Statements;
Survival of Indemnity</U>. To the extent reasonably possible, each Lender shall
designate an alternate Lending Installation with respect to its Eurodollar Loans
to reduce any liability of the Borrower to such Lender under Sections 3.1, 3.2
and 3.5 or to avoid the unavailability of Eurodollar Advances under
Section&#160;3.3, so long as such designation is not, in the reasonable judgment
of such Lender, disadvantageous to such Lender. Each Lender shall deliver a
written statement of such Lender to the Borrower (with a copy to the Agent) as
to the amount due, if any, under Section&#160;3.1, 3.2, 3.4 or 3.5. Such written
statement shall set forth in reasonable detail the calculations upon which such
Lender determined such amount and shall be final, conclusive and binding on the
Borrower in the absence of manifest error. Determination of amounts payable
under such Sections in connection with a Eurodollar Loan shall be calculated as
though each Lender funded its Eurodollar Loan through the purchase of a deposit
of the type and maturity corresponding to the deposit used as a reference in
determining the Eurodollar Rate applicable to such Loan, whether in fact that is
the case or not. Unless otherwise provided herein, the amount specified in the
written statement of any Lender shall be payable on demand after receipt by the
Borrower of such written statement. The obligations of the Borrower under
Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and
termination of this Agreement. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE IV.</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CONDITIONS PRECEDENT</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.1 <U>Initial Credit
Extension</U>. This amendment and restatement shall not be effective and the
Lenders shall not be required to make the initial Credit Extension hereunder
unless the Borrower has furnished to the Agent with sufficient copies for the
Lenders: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
Copies of the articles or certificate of incorporation of the Borrower, together
with all amendments, and a certificate of authorization/existence each certified
by the appropriate governmental officer in its jurisdiction of incorporation. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
Copies certified by the Secretary or Assistant Secretary of the Borrower, of its
by-laws and of its Board of Directors&#146; resolutions and of resolutions or
actions of any other body authorizing the execution of the Loan Documents to
which the Borrower is a party. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)
An incumbency certificate, executed by the Secretary or Assistant Secretary of
the Borrower, which shall identify by name and title and bear the signatures of
the Authorized Officers and any other officers of the Borrower authorized to
sign the Loan Documents to which the Borrower is a party, upon which certificate
the Agent and the Lenders shall be entitled to rely until informed of any change
in writing by the Borrower. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)
Copies of the articles or certificate of incorporation of the Guarantor,
together with all amendments, and a certificate of authorization/existence, each
certified by the appropriate governmental officer in its jurisdiction of
incorporation. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)
Copies, certified by the Secretary or Assistant Secretary of the Guarantor, of
its by-laws authorizing the execution of the Loan Documents to which the
Guarantor is a party and of its Board of Directors&#146; resolutions and of
resolutions or actions of any other body authorizing the execution of Loan
Documents to which the Guarantor is a party. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)
An incumbency certificate, executed by the Secretary or Assistant Secretary of
the Guarantor, which shall identify by name and title and bear the signatures of
the officers of the Guarantor authorized to sign the Loan Documents to which the
Guarantor is a party, upon which certificate the Agent and the Lenders shall be
entitled to rely until informed of any change in writing by the Guarantor. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vii)
A certificate, signed by the chief financial officer of the Borrower, stating
that on the initial Credit Extension no&#160;Default or Unmatured Default has
occurred and is continuing. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(viii)
Copies of the articles or certificate of incorporation of each Subsidiary of the
Borrower, together with all amendments, and a certificate of
authorization/existence each certified by the appropriate governmental officer
in its jurisdiction of incorporation. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ix)
Copies certified by the Secretary or Assistant Secretary of each Subsidiary of
the Borrower, of its by-laws and of its Board of Directors&#146; resolutions and
of resolutions or actions of any other body authorizing the execution of the
Subsidiary Guaranty. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(x)
An incumbency certificate, executed by the Secretary or Assistant Secretary of
each Subsidiary of the Borrower, which shall identify by name and title and bear
the signatures of the officers of such Subsidiary authorized to sign the
Subsidiary Guaranty, upon which certificate the Agent and the Lenders shall be
entitled to rely until informed of any change in writing by such Subsidiary. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xi) The Subsidiary Guaranty duly executed by the Subsidiaries of the Borrower.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xii)
A written opinion of counsel to the Borrower and its Subsidiaries, addressed to
the Lenders in substantially the form of Exhibit A. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xiii) A written opinion of
the Guarantor&#146;s counsel, addressed to the Lenders in substantially the form
of Exhibit F. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xiv) Any Note requested by
a Lender pursuant to Section&#160;2.13 payable to the order of each such
requesting Lender. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xv)
Written money transfer instructions, in substantially the form of Exhibit D,
addressed to the Agent and signed by an Authorized Officer, together with such
other related money transfer authorizations as the Agent may have reasonably
requested. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xvi)    Such other documents as any Lender or its counsel may have reasonably requested.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.2      <U>Each Credit Extension</U>.  The Lenders shall not be required to make any Credit Extension unless on the applicable Credit
Extension Date: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)      There exists no Default or Unmatured Default.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
The representations and warranties contained in Article V are true and correct
as of such Credit Extension Date except to the extent any such representation or
warranty is stated to relate solely to an earlier date, in which case such
representation or warranty shall have been true and correct on and as of such
earlier date. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) All legal matters
incident to the making of such Credit Extension shall be satisfactory to the
Lenders and their counsel. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
Borrowing Notice or request for issuance of a Facility LC with respect to each
such Credit Extension shall constitute a representation and warranty by the
Borrower that the conditions contained in Sections 4.2(i) and (ii) have been
satisfied. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE V</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>REPRESENTATIONS AND WARRANTIES</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Guarantor represents and warrants to the Lenders that:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.1 <U>Existence and
Standing</U>. Each of the Guarantor and its Material Subsidiaries is a
corporation, partnership (in the case of Subsidiaries only) or limited liability
company duly and properly incorporated or organized, as the case may be, validly
existing and (to the extent such concept applies to such entity) in good
standing under the laws of its jurisdiction of incorporation or organization and
has all requisite authority to conduct its business in each jurisdiction in
which its business is conducted. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.2 <U>Authorization and
Validity</U>. Each of the Borrower, the Guarantor and each Subsidiary of the
Borrower has the power and authority and legal right to execute and deliver the
Loan Documents to which it is a party and to perform its obligations thereunder.
The execution and delivery by each of the Borrower, the Guarantor and each
Subsidiary of the Borrower of the Loan Documents to which it is a party and the
performance of its obligations thereunder have been duly authorized by proper
corporate proceedings, and the Loan Documents to which the Borrower, the
Guarantor and each Subsidiary of the Borrower is a party constitute legal, valid
and binding obligations of the Borrower, the Guarantor or such Subsidiary, as
applicable, enforceable against the Borrower, the Guarantor or such Subsidiary,
as applicable, in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors&#146; rights generally. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.3 <U>No&#160;Conflict;
Government Consent</U>. Neither the execution and delivery by the Borrower, the
Guarantor or each Subsidiary of the Borrower of the Loan Documents to which it
is a party, nor the consummation of the transactions therein contemplated, nor
compliance with the provisions thereof will violate (i) any law, rule,
regulation, order, writ, judgment, injunction, decree or award binding on the
Borrower, the Guarantor or any of its Subsidiaries or (ii) the Guarantor&#146;s,
the Borrower&#146;s or any Subsidiary&#146;s articles or certificate of
incorporation, partnership agreement, certificate of partnership, articles or
certificate of organization, by-laws, or operating or other management
agreement, as the case may be, or (iii) the provisions of any indenture,
instrument or agreement to which the Borrower, the Guarantor or any of its
Subsidiaries is a party or is subject, or by which it, or its Property, is
bound, or conflict with or constitute a default thereunder, or result in, or
require, the creation or imposition of any Lien in, of or on the Property of the
Borrower, the Guarantor or a Subsidiary pursuant to the terms of any such
indenture, instrument or agreement. No&#160;order, consent, adjudication,
approval, license, authorization, or validation of, or filing, recording or
registration with, or exemption by, or other action in respect of any
governmental or public body or authority, or any subdivision thereof (including,
without limitation, under the Public Utility Holding Company Act of 1935, as
amended), which has not been obtained by the Borrower, the Guarantor or any of
its Subsidiaries, is required to be obtained by the Borrower, the Guarantor or
any of its Subsidiaries in connection with the execution and delivery of the
Loan Documents, the borrowings under this Agreement, the payment and performance
by the Borrower of the Obligations or the legality, validity, binding effect or
enforceability of any of the Loan Documents. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.4 <U>Financial
Statements</U>. The December&#160;31, 2000 and the March&#160;30, 2001
consolidated financial statements of the Guarantor and its Subsidiaries
heretofore delivered to the Lenders were prepared in accordance with generally
accepted accounting principles in effect on the date such statements were
prepared and fairly present the consolidated financial condition and operations
of the Guarantor and its Subsidiaries at such dates and the consolidated results
of their operations for the periods then ended. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.5 <U>Material Adverse
Change</U>. Since December&#160;31, 2000 there has been no change in the
business, Property, condition (financial or otherwise) or results of operations
of the Borrower and its Subsidiaries taken as a whole, or of the Guarantor and
its Subsidiaries taken as a whole, which could reasonably be expected to have a
Material Adverse Effect. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.6 <U>Taxes</U>. The
Guarantor and its Material Subsidiaries have filed all United States federal tax
returns and all other tax returns which are required to be filed and have paid
all taxes due pursuant to said returns or pursuant to any assessment received by
the Guarantor or any of its Material Subsidiaries, except such taxes, if any, as
are being contested in good faith and as to which adequate reserves have been
provided in accordance with Agreement Accounting Principles and as to which no
Lien exists. No tax liens have been filed and no claims are being asserted with
respect to any such taxes. The charges, accruals and reserves on the books of
the Guarantor and its Material Subsidiaries in respect of any taxes or other
governmental charges are adequate. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.7 <U>Litigation and
Contingent Obligations</U>. There is no&#160;litigation, arbitration,
governmental investigation, proceeding or inquiry pending or, to the knowledge
of any of their officers, threatened against or affecting the Guarantor or any
of its Subsidiaries which could reasonably be expected to have a Material
Adverse Effect or which seeks to prevent, enjoin or delay the making of any
Credit Extensions. Other than any liability incident to any litigation,
arbitration or proceeding which could not reasonably be expected to have a
Material Adverse Effect, neither the Guarantor nor the Borrower has any material
contingent obligations not provided for or disclosed in the financial statements
referred to in Section&#160;5.4. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.8 <U>Subsidiaries</U>.
Schedule 1 contains an accurate list of all Subsidiaries of the Guarantor as of
the date of this Agreement, setting forth their respective jurisdictions of
organization and the percentage of their respective capital stock or other
ownership interests owned by the Guarantor or other Subsidiaries. All of the
issued and outstanding shares of capital stock or other ownership interests of
such Subsidiaries have been (to the extent such concepts are relevant with
respect to such ownership interests) duly authorized and issued and are fully
paid and non-assessable. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.9 <U>ERISA</U>. The
Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed
$10,000,000. Neither the Guarantor nor any other member of the Controlled Group
has incurred, or is reasonably expected to incur, any withdrawal liability under
Title&#160;IV of ERISA to Multiemployer Plans in excess of $10,000,000 in the
aggregate. Except as could not reasonably be expected to have a Material Adverse
Effect, each Plan complies in all material respects with all applicable
requirements of law and regulations, no Reportable Event has occurred with
respect to any Plan, neither the Borrower nor any other member of the Controlled
Group has withdrawn from any Plan or initiated steps to do so, and no steps have
been taken to reorganize or terminate any Plan; <I>provided</I>, <I>however</I>,
that with respect to any Multiemployer Plan, the foregoing representations are
made only to the knowledge of the Guarantor. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.10 <U>Accuracy of
Information</U>. No&#160;information, exhibit or report furnished by the
Guarantor or any of its Subsidiaries to the Agent or to any Lender in connection
with the negotiation of, or compliance with, the Loan Documents contained any
material misstatement of fact or omitted to state a material fact or any fact
necessary to make the statements contained therein not misleading. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.11 <U>Regulation U</U>.
Margin stock (as defined in Regulation U) constitutes less than 25% of the value
of those assets of the Guarantor and its Subsidiaries which are subject to any
limitation on sale, pledge, or other restriction hereunder. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.12 <U>Material
Agreements</U>. Neither the Guarantor nor any Subsidiary is a party to any
agreement or instrument or subject to any charter or other corporate restriction
which could reasonably be expected to have a Material Adverse Effect. Neither
the Guarantor nor any Subsidiary is in default in the performance, observance or
fulfillment of any of the obligations, covenants or conditions contained in (i)
any agreement to which it is a party, which default could reasonably be expected
to have a Material Adverse Effect or (ii) any agreement or instrument evidencing
or governing Indebtedness in excess of $10,000,000. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.13 <U>Compliance With
Laws</U>. The Guarantor and its Subsidiaries have complied with all applicable
statutes, rules, regulations, orders and restrictions of any domestic or foreign
government or any instrumentality or agency thereof having jurisdiction over the
conduct of their respective businesses or the ownership of their respective
Property, except to the extent that the failure to so comply would not result in
a Material Adverse Effect, and except laws, rules, regulations, judgments,
injunctions or awards being contested in good faith. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.14 <U>Ownership of
Properties</U>. Except for sales in the ordinary course of business of the
Guarantor and its Subsidiaries and except as set forth on Schedule 2, on the
date of this Agreement (a) the Guarantor and its Subsidiaries will have good
title, to all of the Property and assets reflected in the Guarantor&#146;s most
recent consolidated financial statements provided to the Agent as owned by the
Guarantor and its Subsidiaries and (b) the Borrower will have good title, free
of all Liens other than those permitted by Section&#160;6.12, to all of the
Property and assets reflected in the Borrower&#146;s most recent consolidated
financial statements provided to the Agent as owned by the Borrower. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.15 <U>Environmental
Matters</U>. In the ordinary course of its business, the officers of the
Guarantor consider the effect of Environmental Laws applicable to the Guarantor
and its Subsidiaries on the business of the Guarantor and its Subsidiaries, in
the course of which they identify and evaluate potential risks and liabilities
accruing to the Guarantor due to Environmental Laws. On the basis of this
consideration, the Guarantor has concluded that Environmental Laws applicable to
the Guarantor and its Subsidiaries cannot reasonably be expected to have a
Material Adverse Effect. Neither the Guarantor nor any Subsidiary has received
any notice to the effect that its operations are not in material compliance with
any of the requirements of applicable Environmental Laws or are the subject of
any federal or state investigation evaluating whether any remedial action is
needed to respond to a release of any toxic or hazardous waste or substance into
the environment, which non-compliance or remedial action could reasonably be
expected to have a Material Adverse Effect. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.16     <U>Investment Company Act</U>.  Neither the Guarantor nor any Material Subsidiary is an "investment company" or a company
"controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended.</FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE VI</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>COVENANTS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During
the term of this Agreement, unless the Required Lenders shall otherwise consent
in writing: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.1      <U>Financial Reporting</U>.  The Guarantor will maintain, for itself and each Subsidiary, a system of accounting established and
administered in accordance with generally accepted accounting principles, and furnish to the Lenders:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
Within 120 days after the close of each of its fiscal years, an audit report
(unqualified as to scope or as to &#147;going concern&#148; status) certified by
independent certified public accountants of nationally recognized standing,
prepared in accordance with Agreement Accounting Principles on a consolidated
basis for itself and its Subsidiaries, including balance sheets as of the end of
such period, related profit and loss and reconciliation of surplus statements,
and a statement of cash flows. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
Within 60 days after the close of the first three quarterly periods of each of
its fiscal years, for itself and its Subsidiaries, consolidated unaudited
balance sheets as at the close of each such period and consolidated profit and
loss and reconciliation of surplus statements and a statement of cash flows for
the period from the beginning of such fiscal year to the end of such quarter,
all certified by an Authorized Officer of the Guarantor. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)
Within 120 days after the close of each of its fiscal years, an audit report
(unqualified as to scope or as to &#147;going concern&#148; status) certified by
independent certified public accountants acceptable to the Lenders, prepared in
accordance with Agreement Accounting Principles on a consolidated and
consolidating basis (consolidating statements need not be certified or audited
by such accountants) for the Borrower and its Subsidiaries, including balance
sheets as of the end of such period, related profit and loss and reconciliation
of surplus statements, and a statement of cash flows, accompanied by any
management letter prepared by said accountants. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)
Within 60 days after the close of the first three quarterly periods of each of
its fiscal years, for the Borrower and its Subsidiaries, consolidated and
consolidating unaudited balance sheets as at the close of each such period and
consolidated and consolidating profit and loss and reconciliation of surplus
statements and a statement of cash flows for the period from the beginning of
such fiscal year to the end of such quarter, all certified by an Authorized
Officer. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)
Together with the financial statements required under Sections 6.1(i) and (ii),
a compliance certificate in substantially the form of Exhibit B signed by an
Authorized Officer showing the calculations necessary to determine compliance
with this Agreement and stating that no Default or Unmatured Default exists, or
if any Default or Unmatured Default exists, stating the nature and status
thereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)
As soon as possible and in any event within 10 days after the Guarantor knows
that any Reportable Event has occurred with respect to any Plan, a statement,
signed by an Authorized Officer of the Guarantor, describing said Reportable
Event and what action, if any, which the Guarantor proposes to take with respect
thereto. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vii)
As soon as possible and in any event within 10 days after receipt by the
Guarantor, a copy of (a) any notice or claim to the effect that the Guarantor or
any of its Subsidiaries is or may be liable to any Person as a result of the
release by the Guarantor, any of its Subsidiaries, or any other Person of any
toxic or hazardous waste or substance into the environment, and (b) any notice
alleging any violation of any federal, state or local environmental, health or
safety law or regulation by the Guarantor or any of its Subsidiaries, which, in
either case, could reasonably be expected to have a Material Adverse Effect. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(viii)
Promptly upon the furnishing thereof to the shareholders of the Guarantor,
copies of all financial statements, reports and proxy statements so furnished. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ix)
Promptly upon the filing thereof, copies of all registration statements and
annual, quarterly, monthly or other regular reports which the Guarantor or any
of its Subsidiaries files with the Securities and Exchange Commission. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(x)
Such other information (including non-financial information and regulatory
information) as the Agent or any Lender may from time to time reasonably
request. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.2 <U>Use of Proceeds</U>.
The Borrower will, and will cause each Subsidiary to, use the proceeds of the
Credit Extensions for general corporate purposes, including the financing of
acquisitions. The Borrower will not, nor will it permit any Subsidiary to, use
any of the proceeds of the Loans to purchase or carry any &#147;margin
stock&#148; (as defined in Regulation U). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.3 <U>Notice of
Default</U>. The Borrower will give prompt notice in writing, after knowledge by
any Authorized Officer of the Borrower or the Guarantor, to the Lenders of the
occurrence of any Default or Unmatured Default and of any other development,
financial or otherwise, which could reasonably be expected to have a Material
Adverse Effect. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.4 <U>Conduct of
Business</U>. The Guarantor will, and will cause each Subsidiary to, carry on
and conduct its business in substantially the same manner and in substantially
the same fields of enterprise as it is presently conducted and do all things
necessary to remain duly incorporated or organized, validly existing and (to the
extent such concept applies to such entity) in good standing as a domestic
corporation, partnership or limited liability company in its jurisdiction of
incorporation or organization, as the case may be, and maintain all requisite
authority to conduct its business in each jurisdiction in which its business is
conducted, if failures to comply with the foregoing could reasonably be expected
to have a Material Adverse Effect. The Borrower agrees that the entities that it
acquires shall be engaged in a business or businesses related to the utility or
communications infrastructure business. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.5 <U>Taxes</U>. The
Guarantor will, and will cause each Material Subsidiary to, timely file complete
and correct United States federal and applicable foreign, state and local tax
returns required by law and pay when due all taxes, assessments and governmental
charges and levies upon it or its income, profits or Property, except those
which are being contested in good faith by appropriate proceedings and with
respect to which adequate reserves have been set aside in accordance with
Agreement Accounting Principles. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.6 <U>Insurance</U>. The
Guarantor will, and will cause each Material Subsidiary to, maintain with
financially sound and reputable insurance companies insurance on all their
Property in such amounts and covering such risks as is consistent with sound
business practice, and the Guarantor will furnish to any Lender upon request
full information as to the insurance carried. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.7 <U>Compliance with Laws
and Material Agreements</U>. The Guarantor will, and will cause each Subsidiary
to, comply with all laws, rules, regulations, orders, writs, judgments,
injunctions, decrees or awards to which it may be subject including, without
limitation, all Environmental Laws applicable to the Guarantor and its
Subsidiaries, or material agreements, noncompliance of any of the foregoing with
which would have a Material Adverse Effect, except laws, rules, regulations,
judgments, injunctions, or awards being contest in good faith. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.8 <U>Maintenance of
Properties</U>. The Guarantor will, and will cause each Material Subsidiary to,
do all things necessary to maintain, preserve, protect and keep its Property in
good repair, working order and condition, and make all necessary and proper
repairs, renewals and replacements so that its business carried on in connection
therewith may be properly conducted at all times. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.9 <U>Inspection</U>. The
Guarantor will, and will cause each Subsidiary to, permit the Agent and the
Lenders, by their respective representatives and agents, to inspect any of the
Property, books and financial records of the Guarantor and each Subsidiary, to
examine and make copies of the books of accounts and other financial records of
the Guarantor and each Subsidiary, and to discuss the affairs, finances and
accounts of the Guarantor and each Subsidiary with, and to be advised as to the
same by, their respective officers at such reasonable times and intervals as the
Agent or any Lender may designate; <I>provided</I> that the Agent and the
Lenders agree to use diligent efforts to coordinate the exercise of their rights
under this Section 6.9 to minimize any disruption to the business of the
Guarantor or any of its Subsidiaries. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.10 <U>Merger</U>. The
Guarantor will not, nor will it permit any Material Subsidiary to, merge or
consolidate with or into any other Person, except that a Subsidiary may merge
into the Borrower, the Guarantor or a Wholly-Owned Subsidiary so long as the
Borrower or the Guarantor, if a party to such merger, shall be the surviving
corporation and if the Borrower or the Guarantor is not a party to such merger,
the surviving corporation shall be a Subsidiary. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.11     <U>Sale of Assets</U>.  The Guarantor will not, nor will it permit any Material Subsidiary to, lease, sell or otherwise dispose of
its Property to any other Person, except:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)      Sales of inventory in the ordinary course of business. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)     to the Borrower, the Guarantor or any Subsidiary of the Guarantor. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)
Leases, sales or other dispositions of its Property outside of the ordinary
course of business that, together with all other Property of the Borrower and
its Subsidiaries previously leased, sold or disposed of (other than inventory in
the ordinary course of business) as permitted by this Section&#160;during the
twelve-month period ending with the month in which any such lease, sale or other
disposition occurs, do not constitute a Substantial Portion of the Property of
the Guarantor and its Subsidiaries. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.12 <U>Liens</U>. The
Guarantor will not, nor will it permit any Subsidiary (other than PSE) to,
create, incur, or suffer to exist any Lien in, of or on the Property of the
Guarantor or any of its Subsidiaries (other than PSE), except: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
Liens for taxes, assessments or governmental charges or levies on its Property
if the same shall not at the time be delinquent or thereafter can be paid
without penalty, or are being contested in good faith and by appropriate
proceedings and for which adequate reserves in accordance with Agreement
Accounting Principles shall have been set aside on its books. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
Liens imposed by law, such as carriers&#146;, warehousemen&#146;s and
mechanics&#146; liens and other similar liens arising in the ordinary course of
business which secure payment of obligations not more than 60 days past due or
which are being contested in good faith by appropriate proceedings and for which
adequate reserves shall have been set aside on its books. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)
Liens (a) arising out of pledges or deposits under worker&#146;s compensation
laws, unemployment insurance, old age pensions, or other social security or
retirement benefits, or similar legislation or (b) to secure the performance of
bids or contracts (other than contracts for the payment of money) made in the
ordinary course of business. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)
Utility easements, building restrictions and such other encumbrances or charges
against real property as are of a nature generally existing with respect to
properties of a similar character and which do not in any material way affect
the marketability of the same or interfere with the use thereof in the business
of the Guarantor or its Subsidiaries. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)      Liens existing on the date hereof and described in Schedule 2.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)
other security interests or encumbrances on any property acquired or held by the
Guarantor or its Subsidiaries in the ordinary course of business to secure
Indebtedness of such entities aggregating not in excess of $75,000,000 for the
Guarantor and its Subsidiaries (other than PSE). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.13 <U>Affiliates</U>. The
Guarantor will not, and will not permit any Subsidiary to, enter into any
transaction (including, without limitation, the purchase or sale of any Property
or service) with, or make any payment or transfer to, any Affiliate (other than
the Guarantor or any of its Subsidiaries) except in the ordinary course of
business and pursuant to the reasonable requirements of the Guarantor&#146;s or
such Subsidiary&#146;s business and upon fair and reasonable terms no less
favorable to the Guarantor or such Subsidiary than the Guarantor or such
Subsidiary would obtain in a comparable arms-length transaction. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.14     <U>Financial Covenants</U>.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
<U>Fixed Charge Coverage Ratio</U>. The Guarantor will not permit the ratio,
determined as of the end of each of its fiscal quarters for the then
most-recently ended four fiscal quarters, of (i) Consolidated EBIT to (ii)
Consolidated Interest Expense, all calculated for the Guarantor and its
Subsidiaries on a consolidated basis, to be less than 1.5 to 1.0. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)     <U>Leverage Ratio</U>.  The Guarantor will not permit at any time the ratio of (i) Consolidated Indebtedness to (ii) Consolidated
Total Capitalization to be greater than 0.65 to 1.0.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.15 <U>Subsidiary
Dividends</U>. The Guarantor will not, and will not permit PSE to, enter into
any agreement or contract which would limit the right of PSE to pay dividends or
make distributions to the Guarantor except as set forth in Schedule 3 or as set
forth in agreements entered into after the date hereof which are not more
restrictive than as set forth in Schedule 3. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.16 <U>Subsidiary
Guaranty</U>. The Borrower will notify the Agent of the creation of any
Subsidiary of the Borrower and will cause each of its Subsidiaries (other than
any Subsidiary formed under the laws of a jurisdiction other than the United
States, a state or territory thereof or the District of Columbia) to become a
party to the Subsidiary Guaranty and to deliver such certified resolutions,
incumbency certificates and opinions as Agent may request. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE VII</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>DEFAULTS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
occurrence of any one or more of the following events shall constitute a
Default: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.1 Any representation or
warranty made or deemed made by or on behalf of Guarantor or the Borrower or any
of their Subsidiaries to the Lenders or the Agent under or in connection with
this Agreement, any Credit Extension, or any certificate or information
delivered in connection with this Agreement or any other Loan Document shall be
materially false on the date as of which made. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.2 Nonpayment of principal
of any Loan when due, nonpayment of any Reimbursement Obligation within one
Business Day after the same becomes due, or nonpayment of interest upon any Loan
or of any facility fee, LC Fee or other obligations under any of the Loan
Documents within five days after the same becomes due. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.3      The breach by the Borrower or the Guarantor of any of the terms or provisions of Section 6.2, 6.10, 6.11, 6.14 or 6.15.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.4 The breach by the
Borrower or the Guarantor (other than a breach which constitutes a Default under
another Section&#160;of this Article VII) of any of the terms or provisions of
this Agreement or any other Loan Document which is not remedied within five days
after written notice from the Agent or any Lender. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.5 Failure of the
Borrower, the Guarantor or any of its Subsidiaries to pay when due any
Indebtedness aggregating in excess of $10,000,000 (&#147;Material
Indebtedness&#148;); or the default by the Borrower, the Guarantor or any of its
Subsidiaries in the performance (beyond the applicable grace period with respect
thereto, if any) of any term, provision or condition contained in any agreement
under which any such Material Indebtedness was created or is governed, or any
other event shall occur or condition exist, the effect of which default or event
is to cause, or to permit the holder or holders of such Material Indebtedness to
cause, such Material Indebtedness to become due prior to its stated maturity; or
any Material Indebtedness of the Borrower, the Guarantor or any of its
Subsidiaries shall be declared to be due and payable or required to be prepaid
or repurchased (other than by a regularly scheduled payment) prior to the stated
maturity thereof; or the Borrower, the Guarantor or any of its Subsidiaries
shall not pay, or admit in writing its inability to pay, its debts generally as
they become due. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.6 The Borrower, the
Guarantor or any of its Material Subsidiaries shall (i) have an order for relief
entered with respect to it under the Federal bankruptcy laws as now or hereafter
in effect, (ii) make an assignment for the benefit of creditors, (iii) apply
for, seek, consent to, or acquiesce in, the appointment of a receiver,
custodian, trustee, examiner, liquidator or similar official for it or any
Substantial Portion of its Property, (iv) institute any proceeding seeking an
order for relief under the Federal bankruptcy laws as now or hereafter in effect
or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution,
winding up, liquidation, reorganization, arrangement, adjustment or composition
of it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors or fail to file an answer or other pleading
denying the material allegations of any such proceeding filed against it, (v)
take any corporate or partnership action to authorize or effect any of the
foregoing actions set forth in this Section&#160;7.6 or (vi) fail to contest in
good faith any appointment or proceeding described in Section&#160;7.7. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.7 Without the
application, approval or consent of the Borrower, the Guarantor or any of its
Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar
official shall be appointed for the Borrower, the Guarantor or any of its
Material Subsidiaries or any Substantial Portion of its Property, or a
proceeding described in Section&#160;7.6(iv) shall be instituted against the
Borrower, the Guarantor or any of its Material Subsidiaries and such appointment
continues undischarged or such proceeding continues undismissed or unstayed for
a period of 60 consecutive days. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.8 The Borrower, the
Guarantor or any of its Subsidiaries shall fail within 60 days to pay, bond or
otherwise discharge or stay one or more judgments or orders for the payment of
money in excess of $10,000,000 (or the equivalent thereof in currencies other
than U.S. Dollars) in the aggregate. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.9 The Unfunded
Liabilities of all Single Employer Plans shall exceed in the aggregate
$10,000,000 or any Reportable Event that could reasonably be expected to have a
Material Adverse Effect shall occur with respect to any Plan. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.10 The Guarantor or any
other member of the Controlled Group shall have been notified by the sponsor of
a Multiemployer Plan that it has incurred withdrawal liability under Title IV of
ERISA to such Multiemployer Plan in an amount which, when aggregated with all
other amounts required to be paid to Multiemployer Plans by the Guarantor or any
other member of the Controlled Group as withdrawal liability (determined as of
the date of such notification), exceeds $10,000,000 or requires payments
exceeding $10,000,000 per annum. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.11 The Guarantor or any
other member of the Controlled Group shall have been notified by the sponsor of
a Multiemployer Plan that such Multiemployer Plan is in reorganization or is
being terminated, within the meaning of Title IV of ERISA, if as a result of
such reorganization or termination the aggregate annual contributions of the
Borrower and the other members of the Controlled Group (taken as a whole) to all
Multiemployer Plans which are then in reorganization or being terminated have
been or will be increased over the amounts contributed to such Multiemployer
Plans for the respective plan years of each such Multiemployer Plan immediately
preceding the plan year in which the reorganization or termination occurs by an
amount exceeding $10,000,000. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.12     Any Change in Control shall occur.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.13     Nonpayment by the Guarantor or any Subsidiary of any obligation in excess of $10,000,000 with respect to a Rate Management
Transaction when due.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.14 Article IX hereof
shall fail to remain in full force or effect or any action shall be taken to
discontinue or to assert the invalidity or unenforceability thereof, or the
Guarantor shall fail to comply with any of the terms or provisions thereof, or
the Guarantor shall deny that it has any further liability thereunder, or shall
give notice to such effect. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.15 The Subsidiary
Guaranty shall fail to remain in full force or effect or any action shall be
taken to discontinue or to assert the invalidity or unenforceability thereof, or
any Subsidiary shall fail to comply with any of the terms or provisions thereof,
or any Subsidiary shall deny that it has any further liability thereunder, or
shall give notice to such effect. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE VIII</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES</FONT></H1>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.1 <U>Acceleration;
Facility LC Collateral Account</U>. (i) If any Default described in
Section&#160;7.6 or 7.7 occurs with respect to the Borrower, the obligations of
the Lenders to make Loans hereunder and the obligation and power of the LC
Issuer to issue Facility LCs shall automatically terminate and the Obligations
shall immediately become due and payable without any election or action on the
part of the Agent, the LC Issuer or any Lender and the Borrower will be and
become thereby unconditionally obligated, without any further notice, act or
demand, to pay to the Agent an amount in immediately available funds, which
funds shall be held in the Facility LC Collateral Account, equal to the
difference of (x) the amount of LC Obligations at such time, less (y) the amount
on deposit in the Facility LC Collateral Account at such time which is free and
clear of all rights and claims of third parties and has not been applied against
the Obligations (such difference, the &#147;Collateral Shortfall Amount&#148;).
If any other Default occurs, the Required Lenders (or the Agent with the consent
of the Required Lenders) may (a) terminate or suspend the obligations of the
Lenders to make Loans hereunder and the obligation and power of the LC Issuer to
issue Facility LCs, or declare the Obligations to be due and payable, or both,
whereupon the Obligations shall become immediately due and payable, without
presentment, demand, protest or notice of any kind, all of which the Borrower
hereby expressly waives, and (b) upon notice to the Borrower and in addition to
the continuing right to demand payment of all amounts payable under this
Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith
upon such demand and without any further notice or act, pay to the Agent the
Collateral Shortfall Amount, which funds shall be deposited in the Facility LC
Collateral Account. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
If at any time while any Default is continuing, the Agent determines that the
Collateral Shortfall Amount at such time is greater than zero, the Agent may
make demand on the Borrower to pay, and the Borrower will, forthwith upon such
demand and without any further notice or act, pay to the Agent the Collateral
Shortfall Amount, which funds shall be deposited in the Facility LC Collateral
Account. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)
The Agent may at any time or from time to time after funds are deposited in the
Facility LC Collateral Account, apply such funds to the payment of the
Obligations and any other amounts as shall from time to time have become due and
payable by the Borrower to the Lenders or the LC Issuer under the Loan
Documents. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)
At any time while any Default is continuing, neither the Borrower nor any Person
claiming on behalf of or through the Borrower shall have any right to withdraw
any of the funds held in the Facility LC Collateral Account. After all of the
Obligations have been indefeasibly paid in full and the Aggregate Commitment has
been terminated, any funds remaining in the Facility LC Collateral Account shall
be returned by the Agent to the Borrower or paid to whomever may be legally
entitled thereto at such time. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)
If, within 30 days after acceleration of the maturity of the Obligations or
termination of the obligations of the Lenders to make Loans and the obligation
and power of the LC Issuer to issue Facility LCs hereunder as a result of any
Default (other than any Default as described in Section&#160;7.6 or 7.7 with
respect to the Borrower) and before any judgment or decree for the payment of
the Obligations due shall have been obtained or entered, the Required Lenders
(in their sole discretion) shall so direct, the Agent shall, by notice to the
Borrower, rescind and annul such acceleration and/or termination. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.2 <U>Amendments</U>.
Subject to the provisions of this Article VIII, the Required Lenders (or the
Agent with the consent in writing of the Required Lenders) and the Borrower and
the Guarantor may enter into agreements supplemental hereto for the purpose of
adding or modifying any provisions to the Loan Documents or changing in any
manner the rights of the Lenders or the Borrower hereunder or waiving any
Default hereunder; <I>provided</I>, <I>however</I>, that no such supplemental
agreement shall, without the consent of all of the Lenders: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
Extend the final maturity of any Loan, or extend the expiry date of any Facility
LC to a date after the Facility Termination Date or forgive all or any portion
of the principal amount thereof or any Reimbursement Obligation related thereto,
or reduce the rate or extend the time of payment of interest or fees thereon or
Reimbursement Obligations related thereto. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)     Reduce the percentage specified in the definition of Required Lenders.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)
Extend the Facility Termination Date, or reduce the amount or extend the payment
date, for the mandatory payments required under Section&#160;2.2, or increase
the amount of the Aggregate Commitment, the Commitment of any Lender hereunder
or the commitment to issue Facility LCs, or permit the Borrower to assign its
rights under this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)     Amend Article IX.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)      Amend or release the Subsidiary Guaranty.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)     Amend this Section 8.2.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>No&#160;amendment of any
provision of this Agreement relating to the Agent shall be effective without the
written consent of the Agent, and no&#160;amendment of any provision relating to
the LC Issuer shall be effective without the written consent of the LC Issuer.
The Agent may waive payment of the fee required under Section&#160;13.3.2
without obtaining the consent of any other party to this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.3 <U>Preservation of
Rights</U>. No&#160;delay or omission of the Lenders, the LC Issuer or the Agent
to exercise any right under the Loan Documents shall impair such right or be
construed to be a waiver of any Default or an acquiescence therein, and the
making of a Credit Extension notwithstanding the existence of a Default or the
inability of the Borrower to satisfy the conditions precedent to such Credit
Extension shall not constitute any waiver or acquiescence. Any single or partial
exercise of any such right shall not preclude other or further exercise thereof
or the exercise of any other right, and no waiver, amendment or other variation
of the terms, conditions or provisions of the Loan Documents whatsoever shall be
valid unless in writing signed by the Lenders required pursuant to
Section&#160;8.2, and then only to the extent in such writing specifically set
forth. All remedies contained in the Loan Documents or by law afforded shall be
cumulative and all shall be available to the Agent, the LC Issuer and the
Lenders until the Obligations have been paid in full. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE IX</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>GUARANTY</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.1 <U>Guaranty</U>. The
Guarantor hereby guarantees the full and prompt payment when due, whether by
acceleration or otherwise, and at all times thereafter, of all Obligations,
howsoever created, arising or evidenced, whether direct or indirect, absolute or
contingent, now or hereafter existing, or due or to become due (including,
without limitation, any and all interest accruing on any such Obligations after
the commencement of any bankruptcy, insolvency or similar proceeding with
respect to the Borrower, notwithstanding any provision or rule of law which
might restrict the rights of the Agent or any Lender as against the Borrower or
anyone else to collect such interest). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.2 <U>Payment Prior to
Maturity of Obligations</U>. The Guarantor agrees that, in the event of a
Default under Section 7.6 or 7.7 of the Credit Agreement, and if such event
shall occur at a time when any of the Obligations may not then be due and
payable, the Guarantor will pay to the Agent for the benefit of the Lenders
forthwith the full amount which would be payable hereunder by the Guarantor if
all Obligations were then due and payable. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.3 <U>Continuing
Guaranty</U>. This Guaranty shall in all respects be a continuing, absolute and
unconditional guaranty, and shall remain in full force and effect until all
Obligations have been paid in full in cash and all Commitments under and as
defined in the Credit Agreement have been terminated. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.4 <U>Returned
Payments</U>. The Guarantor agrees that if at any time all or any part of any
payment theretofore applied by the Agent or any Lender to any of the Obligations
is or must be rescinded or returned by the Agent or such Lender for any reason
whatsoever (including, without limitation, the insolvency, bankruptcy or
reorganization of the Borrower or the Guarantor), such Obligations shall, for
the purposes of this Guaranty, to the extent that such payment is or must be
rescinded or returned, be deemed to have continued in existence, notwithstanding
such application by the Agent or such Lender, and this Guaranty shall continue
to be effective or be reinstated, as the case may be, as to such Obligations,
all as though such application by the Agent or such Lender had not been made. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.5 <U>Rights of the Agent
and the Lenders</U>. (a) The Agent and the Lenders may, from time to time, at
their sole discretion and without notice to the Guarantor except as provided
below, take any or all of the following actions: (i) retain or obtain a security
interest in any property of the Borrower to secure any of the Obligations or any
obligation hereunder, (ii) retain or obtain the primary or secondary obligation
of any obligor or obligors, in addition to the Guarantor, with respect to any of
the Obligations, (iii) extend or renew any of the Obligations for one or more
periods (whether or not longer than the original period), alter or exchange any
of the Obligations, or release or compromise any obligation of the Guarantor
hereunder or any obligation of any nature of any other obligor with respect to
any of the Obligations, (iv) release their security interest in, or surrender,
release or permit any substitution or exchange for, all or any part of any
property securing any of the Obligations or any obligation hereunder, or extend
or renew for one or more periods (whether or not longer than the original
period) or release, compromise, alter or exchange any obligations of any nature
of any obligor with respect to any such property, and (v) resort to the
Guarantor for payment of any of the Obligations when due, whether or not they
shall have resorted to any property securing any of the Obligations or any
obligation hereunder or shall have proceeded against any other obligor primarily
or secondarily obligated with respect to any of the Obligations. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
The Guarantor hereby expressly waives: (i) notice of the acceptance by the Agent
or any Lender of this Guaranty, (ii) notice of the existence or creation or
non-payment of all or any of the Obligations, (iii) presentment, demand, notice
of dishonor, protest, and all other notices whatsoever and (iv) all diligence in
collection or protection of or realization upon any Obligations or any security
for or guaranty of any Obligations.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
Subject to the provisions of this Agreement, any Lender may from time to time,
without notice to the Guarantor, assign or transfer any or all of the
Obligations or any interest therein; and, notwithstanding any such assignment or
transfer or any subsequent assignment or transfer thereof, such Obligations
shall be and remain Obligations for the purposes of this Guaranty, and each and
every immediate and successive assignee or transferee of any of the Obligations
or of any interest therein shall, to the extent of the interest of such assignee
or transferee in the Obligations, be entitled to the benefits of this Guaranty
to the same extent as if such assignee or transferee were the applicable Lender.</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.6 <U>Subrogation</U>. The
Guarantor will not exercise any rights which it may acquire by reason of any
payment made hereunder, whether by way of subrogation, reimbursement or
otherwise, until the prior payment, in full and in cash, of all Obligations. Any
amount paid to the Guarantor on account of any payment made hereunder prior to
the payment in full of all Obligations shall be held in trust for the benefit of
the Lenders and shall immediately be paid to the Agent and credited and applied
against the Obligations, whether matured or unmatured, in accordance with the
terms of this Credit Agreement (or other agreements(s) pursuant to which such
Obligations are outstanding); <U>provided</U>, <U>however</U>, that if </FONT></P>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
the Guarantor has made payment to the Agent of all or any part of the Obligations, and</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
all Obligations have been paid in full and the Commitments have been permanently terminated,</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>the Agent and the Lenders
agree that, at the Guarantor&#146;s request, the Agent and the Lenders will
execute and deliver to the Guarantor appropriate documents (without recourse and
without representations or warranty) necessary to evidence the transfer by
subrogation to the Guarantor of an interest in the Obligations resulting from
such payment by the Guarantor. In furtherance of the foregoing, for so long as
any Obligations or Commitments remain outstanding, the Guarantor shall refrain
from taking any action or commencing any proceeding against the Borrower (or its
successors or assigns, whether in connection with a bankruptcy proceeding or
otherwise) to recover any amounts in respect of payments made under this
Guaranty. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE X</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>GENERAL PROVISIONS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.1     <U>Survival of Representations</U>.  All representations and warranties of the Borrower contained in this Agreement shall survive
the making of the Credit Extensions herein contemplated.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.2 <U>Governmental
Regulation</U>. Anything contained in this Agreement to the contrary
notwithstanding, neither the LC Issuer nor any Lender shall be obligated to
extend credit to the Borrower in violation of any limitation or prohibition
provided by any applicable statute or regulation. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.3     <U>Headings</U>.  Section headings in the Loan Documents are for convenience of reference only, and shall not govern the
interpretation of any of the provisions of the Loan Documents. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.4 <U>Entire
Agreement</U>. The Loan Documents embody the entire agreement and understanding
among the Borrower, the Agent, the LC Issuer and the Lenders and supersede all
prior agreements and understandings among the Borrower, the Agent, the LC Issuer
and the Lenders relating to the subject matter thereof other than the fee letter
described in Section&#160;11.13. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.5 <U>Several
Obligations; Benefits of this Agreement</U>. The respective obligations of the
Lenders hereunder are several and not joint and no Lender shall be the partner
or agent of any other (except to the extent to which the Agent is authorized to
act as such). The failure of any Lender to perform any of its obligations
hereunder shall not relieve any other Lender from any of its obligations
hereunder. This Agreement shall not be construed so as to confer any right or
benefit upon any Person other than the parties to this Agreement and their
respective successors and assigns, <I>provided, however</I>, that the parties
hereto expressly agree that the Arrangers shall enjoy the benefits of the
provisions of Sections 10.6, 10.10 and 11.11 to the extent specifically set
forth therein and each shall have the right to enforce such provisions on its
own behalf and in its own name to the same extent as if it were a party to this
Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.6 <U>Expenses;
Indemnification</U>. (i) The Borrower shall reimburse the Agent and the
Arrangers for any costs and out-of-pocket expenses (including reasonable
attorneys&#146; fees and time charges of attorneys for the Agent, which
attorneys may be employees of the Agent) paid or incurred by the Agent or the
Arrangers in connection with the preparation, negotiation, execution, delivery,
syndication, distribution (including, without limitation, via the internet),
review, amendment, modification, and administration of the Loan Documents. The
Borrower also agrees to reimburse the Agent, the Arrangers, the LC Issuer and
the Lenders for any costs and out-of-pocket expenses (including reasonable
attorneys&#146; fees and time charges of attorneys for the Agent, the Arrangers,
the LC Issuer and the Lenders, which attorneys may&#160;be employees of the
Agent, the Arrangers, the LC Issuer or the Lenders) paid or incurred by the
Agent, the Arrangers, the LC Issuer or any Lender in connection with the
collection and enforcement of the Loan Documents. Expenses being reimbursed by
the Borrower under this Section&#160;include, without limitation, costs and
expenses incurred in connection with the Reports described in the following
sentence. The Borrower acknowledges that from time to time Bank One may prepare
and may distribute to the Lenders (but shall have no obligation or duty to
prepare or to distribute to the Lenders) certain audit reports (the
&#147;Reports&#148;) pertaining to the Borrower&#146;s assets for internal use
by Bank One from information furnished to it by or on behalf of the Borrower,
after Bank One has exercised its rights of inspection pursuant to this
Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
The Borrower hereby further agrees to indemnify the Agent, the Arrangers, the LC
Issuer, each Lender, their respective affiliates, and each of their directors,
officers and employees against all losses, claims, damages, penalties,
judgments, liabilities and expenses (including, without limitation, all expenses
of litigation or preparation therefor whether or not the Agent, the Arrangers,
the LC Issuer, any Lender or any affiliate is a party thereto) which any of them
may pay or incur arising out of or relating to this Agreement, the other Loan
Documents, the transactions contemplated hereby or the direct or indirect
application or proposed application of the proceeds of any Credit Extension
hereunder except to the extent that they are determined in a final
non-appealable judgment by a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of the party seeking
indemnification. The obligations of the Borrower under this Section&#160;10.6
shall survive the termination of this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.7 <U>Numbers of
Documents</U>. All statements, notices, closing documents, and requests
hereunder shall be furnished to the Agent with sufficient counterparts so that
the Agent may furnish one to each of the Lenders. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.8 <U>Accounting</U>.
Except as provided to the contrary herein, all accounting terms used herein
shall be interpreted and all accounting determinations hereunder shall be made
in accordance with Agreement Accounting Principles. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.9 <U>Severability of
Provisions</U>. Any provision in any Loan Document that is held to be
inoperative, unenforceable, or invalid in any jurisdiction shall, as to that
jurisdiction, be inoperative, unenforceable, or invalid without affecting the
remaining provisions in that jurisdiction or the operation, enforceability, or
validity of that provision in any other jurisdiction, and to this end the
provisions of all Loan Documents are declared to be severable. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.10 <U>Nonliability of
Lenders</U>. The relationship between the Borrower on the one hand and the
Lenders, the LC Issuer and the Agent on the other hand shall be solely that of
borrower and lender. Neither the Agent, the Arrangers, the LC Issuer nor any
Lender shall have any fiduciary responsibilities to the Borrower. Neither the
Agent, the Arrangers, the LC Issuer nor any Lender undertakes any responsibility
to the Borrower to review or inform the Borrower of any matter in connection
with any phase of the Borrower&#146;s business or operations. The Borrower
agrees that neither the Agent, the Arrangers, the LC Issuer nor any Lender shall
have liability to the Borrower (whether sounding in tort, contract or otherwise)
for losses suffered by the Borrower in connection with, arising out of, or in
any way related to, the transactions contemplated and the relationship
established by the Loan Documents, or any act, omission or event occurring in
connection therewith, unless it is determined in a final non-appealable judgment
by a court of competent jurisdiction that such losses resulted from the gross
negligence or willful misconduct of the party from which recovery is sought.
Nothing in this Section 10.10 is intended to limit the right of the Borrower to
make a claim against the LC Issuer for damages as contemplated by the proviso to
the first sentence to Section 2.18.6. Neither the Agent, the Arrangers, the LC
Issuer nor any Lender shall have any liability with respect to, and the Borrower
hereby waives, releases and agrees not to sue for, any special, indirect,
consequential or punitive damages suffered by the Borrower in connection with,
arising out of, or in any way related to the Loan Documents or the transactions
contemplated thereby. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.11
<U>Confidentiality</U>. Each Lender agrees to hold any confidential information
which it may receive from the Borrower pursuant to this Agreement in confidence,
except for disclosure (i) to its Affiliates and to other Lenders and their
respective Affiliates, (ii) to legal counsel, accountants, and other
professional advisors to such Lender or to a Transferee, (iii) to regulatory
officials, (iv) to any Person as requested pursuant to or as required by law,
regulation, or legal process, (v) to any Person in connection with any legal
proceeding to which such Lender is a party, (vi) to such Lender&#146;s direct or
indirect contractual counterparties in swap agreements or to legal counsel,
accountants and other professional advisors to such counterparties, and
(vii)&#160;permitted by Section&#160;13.4. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.12 <U>Nonreliance</U>.
Each Lender hereby represents that it is not relying on or looking to any margin
stock (as defined in Regulation U of the Board of Governors of the Federal
Reserve System) for the repayment of the Credit Extensions provided for herein. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.13 <U>Disclosure</U>.
The Borrower and each Lender hereby acknowledge and agree that Bank One and/or
its Affiliates from time to time may hold investments in, make other loans to or
have other relationships with the Borrower and its Affiliates. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE XI</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>THE AGENT</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.1 <U>Appointment; Nature
of Relationship</U>. Bank One, NA is hereby appointed by each of the Lenders as
its contractual representative (herein referred to as the &#147;Agent&#148;)
hereunder and under each other Loan Document, and each of the Lenders
irrevocably authorizes the Agent to act as the contractual representative of
such Lender with the rights and duties expressly set forth herein and in the
other Loan Documents. The Agent agrees to act as such contractual representative
upon the express conditions contained in this Article&#160;XI. Notwithstanding
the use of the defined term &#147;Agent,&#148; it is expressly understood and
agreed that the Agent shall not have any fiduciary responsibilities to any
Lender by reason of this Agreement or any other Loan Document and that the Agent
is merely acting as the contractual representative of the Lenders with only
those duties as are expressly set forth in this Agreement and the other Loan
Documents. In its capacity as the Lenders&#146; contractual representative, the
Agent (i) does not hereby assume any fiduciary duties to any of the Lenders and
(ii) is acting as an independent contractor, the rights and duties of which are
limited to those expressly set forth in this Agreement and the other Loan
Documents. Each of the Lenders hereby agrees to assert no claim against the
Agent on any agency theory or any other theory of liability for breach of
fiduciary duty, all of which claims each Lender hereby waives. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.2 <U>Powers</U>. The
Agent shall have and may exercise such powers under the Loan Documents as are
specifically delegated to the Agent by the terms of each thereof, together with
such powers as are reasonably incidental thereto. The Agent shall have no
implied duties to the Lenders, or any obligation to the Lenders to take any
action thereunder except any action specifically provided by the Loan Documents
to be taken by the Agent. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.3 <U>General
Immunity</U>. Neither the Agent nor any of its directors, officers, agents or
employees shall be liable to the Borrower, the Lenders or any Lender for any
action taken or omitted to be taken by it or them hereunder or under any other
Loan Document or in connection herewith or therewith except to the extent such
action or inaction is determined in a final non-appealable judgment by a court
of competent jurisdiction to have arisen from the gross negligence or willful
misconduct of such Person. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.4
<U>No&#160;Responsibility for Loans, Recitals, etc.</U> Neither the Agent nor
any of its directors, officers, agents or employees shall be responsible for or
have any duty to ascertain, inquire into, or verify (a) any statement, warranty
or representation made in connection with any Loan Document or any borrowing
hereunder; (b) the performance or observance of any of the covenants or
agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (c) the satisfaction of any condition specified in Article IV, except
receipt of items required to be delivered solely to the Agent; (d) the existence
or possible existence of any Default or Unmatured Default; (e) the validity,
enforceability, effectiveness, sufficiency or genuineness of any Loan Document
or any other instrument or writing furnished in connection therewith; (f) the
value, sufficiency, creation, perfection or priority of any Lien in any
collateral security; or (g) the financial condition of the Borrower, the
Guarantor or of any of the Guarantor&#146;s or the Borrower&#146;s respective
Subsidiaries. The Agent shall have no duty to disclose to the Lenders
information that is not required to be furnished by the Borrower or the
Guarantor to the Agent at such time, but is voluntarily furnished by the
Borrower or the Guarantor to the Agent (either in its capacity as Agent or in
its individual capacity). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.5 <U>Action on
Instructions of Lenders</U>. The Agent shall in all cases be fully protected in
acting, or in refraining from acting, hereunder and under any other Loan
Document in accordance with written instructions signed by the Required Lenders,
and such instructions and any action taken or failure to act pursuant thereto
shall be binding on all of the Lenders. The Lenders hereby acknowledge that the
Agent shall be under no duty to take any discretionary action permitted to be
taken by it pursuant to the provisions of this Agreement or any other Loan
Document unless it shall be requested in writing to do so by the Required
Lenders. The Agent shall be fully justified in failing or refusing to take any
action hereunder and under any other Loan Document unless it shall first be
indemnified to its satisfaction by the Lenders pro rata against any and all
liability, cost and expense that it may incur by reason of taking or continuing
to take any such action. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.6 <U>Employment of
Agents and Counsel</U>. The Agent may execute any of its duties as Agent
hereunder and under any other Loan Document by or through employees, agents, and
attorneys-in-fact and shall not be answerable to the Lenders, except as to money
or securities received by it or its authorized agents, for the default or
misconduct of any such agents or attorneys-in-fact selected by it with
reasonable care. The Agent shall be entitled to advice of counsel concerning the
contractual arrangement between the Agent and the Lenders and all matters
pertaining to the Agent&#146;s duties hereunder and under any other Loan
Document. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.7 <U>Reliance on
Documents; Counsel</U>. The Agent shall be entitled to rely upon any Note,
notice, consent, certificate, affidavit, letter, telegram, statement, paper or
document believed by it to be genuine and correct and to have been signed or
sent by the proper person or persons, and, in respect to legal matters, upon the
opinion of counsel selected by the Agent, which counsel may be employees of the
Agent. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.8 <U>Agent&#146;s
Reimbursement and Indemnification</U>. The Lenders agree to reimburse and
indemnify the Agent ratably in proportion to their respective Commitments (or,
if the Commitments have been terminated, in proportion to their Commitments
immediately prior to such termination) (i) for any amounts not reimbursed by the
Borrower for which the Agent is entitled to reimbursement by the Borrower under
the Loan Documents, (ii) for any other expenses incurred by the Agent on behalf
of the Lenders, in connection with the preparation, execution, delivery,
administration and enforcement of the Loan Documents (including, without
limitation, for any expenses incurred by the Agent in connection with any
dispute between the Agent and any Lender or between two or more of the Lenders)
and (iii) for any liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind and nature
whatsoever which may be imposed on, incurred by or asserted against the Agent in
any way relating to or arising out of the Loan Documents or any other document
delivered in connection therewith or the transactions contemplated thereby
(including, without limitation, for any such amounts incurred by or asserted
against the Agent in connection with any dispute between the Agent and any
Lender or between two or more of the Lenders), or the enforcement of any of the
terms of the Loan Documents or of any such other documents,<I> provided</I> that
(i) no Lender shall be liable for any of the foregoing to the extent any of the
foregoing is found in a final non-appealable judgment by a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
the Agent and (ii) any indemnification required pursuant to
Section&#160;3.5(vii) shall, notwithstanding the provisions of this
Section&#160;11.8, be paid by the relevant Lender in accordance with the
provisions thereof. The obligations of the Lenders under this Section&#160;11.8
shall survive payment of the Obligations and termination of this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.9 <U>Notice of
Default</U>. The Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Unmatured Default hereunder unless the Agent has
received written notice from a Lender or the Borrower referring to this
Agreement describing such Default or Unmatured Default and stating that such
notice is a &#147;notice of default&#148;. In the event that the Agent receives
such a notice, the Agent shall give prompt notice thereof to the Lenders. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.10 <U>Rights as a
Lender</U>. In the event the Agent is a Lender, the Agent shall have the same
rights and powers hereunder and under any other Loan Document with respect to
its Commitment and its Loans as any Lender and may exercise the same as though
it were not the Agent, and the term &#147;Lender&#148; or &#147;Lenders&#148;
shall, at any time when the Agent is a Lender, unless the context otherwise
indicates, include the Agent in its individual capacity. The Agent and its
Affiliates may accept deposits from, lend money to, and generally engage in any
kind of trust, debt, equity or other transaction, in addition to those
contemplated by this Agreement or any other Loan Document, with the Guarantor,
the Borrower or any of its Subsidiaries in which the Guarantor, the Borrower or
such Subsidiary is not restricted hereby from engaging with any other Person.
The Agent, in its individual capacity, is not obligated to remain a Lender. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.11 <U>Lender Credit
Decision</U>. Each Lender acknowledges that it has, independently and without
reliance upon the Agent, the Arrangers or any other Lender and based on the
financial statements prepared by the Borrower and such other documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement and the other Loan Documents. Each Lender
also acknowledges that it will, independently and without reliance upon the
Agent, the Arrangers or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement and the
other Loan Documents. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.12 <U>Successor
Agent</U>. The Agent may resign at any time by giving written notice thereof to
the Lenders and the Borrower, such resignation to be effective upon the
appointment of a successor Agent or, if no successor Agent has been appointed,
forty-five days after the retiring Agent gives notice of its intention to
resign. The Agent may be removed at any time with or without cause by written
notice received by the Agent from the Required Lenders, such removal to be
effective on the date specified by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint, on
behalf of the Borrower and the Lenders, a successor Agent. If no successor Agent
shall have been so appointed by the Required Lenders within thirty days after
the resigning Agent&#146;s giving notice of its intention to resign, then the
resigning Agent may appoint, on behalf of the Borrower and the Lenders, a
successor Agent. Notwithstanding the previous sentence, the Agent may at any
time without the consent of the Borrower or any Lender, appoint any of its
Affiliates which is a commercial bank as a successor Agent hereunder. If the
Agent has resigned or been removed and no successor Agent has been appointed,
the Lenders may perform all the duties of the Agent hereunder and the Borrower
shall make all payments in respect of the Obligations to the applicable Lender
and for all other purposes shall deal directly with the Lenders.
No&#160;successor Agent shall be deemed to be appointed hereunder until such
successor Agent has accepted the appointment. Any such successor Agent shall be
a commercial bank having capital and retained earnings of at least $100,000,000.
Upon the acceptance of any appointment as Agent hereunder by a successor Agent,
such successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the resigning or removed Agent. Upon
the effectiveness of the resignation or removal of the Agent, the resigning or
removed Agent shall be discharged from its duties and obligations hereunder and
under the Loan Documents. After the effectiveness of the resignation or removal
of an Agent, the provisions of this Article XI shall continue in effect for the
benefit of such Agent in respect of any actions taken or omitted to be taken by
it while it was acting as the Agent hereunder and under the other Loan
Documents. In the event that there is a successor to the Agent by merger, or the
Agent assigns its duties and obligations to an Affiliate pursuant to this
Section&#160;11.12, then the term &#147;Prime Rate&#148; as used in this
Agreement shall mean the prime rate, base rate or other analogous rate of the
new Agent. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.13 <U>Agent and Arranger
Fees</U>. The Borrower agrees to pay to the Agent and the Arrangers, for their
respective accounts, the fees agreed to by the Borrower, the Agent and the
Arrangers pursuant to that certain letter dated May 24, 2001 or as otherwise
agreed from time to time. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.14 <U>Delegation to
Affiliates</U>. The Borrower and the Lenders agree that the Agent may delegate
any of its duties under this Agreement to any of its Affiliates. Any such
Affiliate (and such Affiliate&#146;s directors, officers, agents and employees)
which performs duties in connection with this Agreement shall be entitled to the
same benefits of the indemnification, waiver and other protective provisions to
which the Agent is entitled under Articles X and XI. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE XII</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SETOFF; RATABLE PAYMENTS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>12.1 <U>Setoff</U>. In
addition to, and without limitation of, any rights of the Lenders under
applicable law, if the Borrower becomes insolvent, however evidenced, or any
Default occurs, any and all deposits (including all account balances, whether
provisional or final and whether or not collected or available) and any other
Indebtedness at any time held or owing by any Lender or any Affiliate of any
Lender to or for the credit or account of the Borrower may be offset and applied
toward the payment of the Obligations owing to such Lender, whether or not the
Obligations, or any part thereof, shall then be due. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>12.2 <U>Ratable
Payments</U>. If any Lender, whether by setoff or otherwise, has payment made to
it upon its Outstanding Credit Exposure (other than payments received pursuant
to Section&#160;3.1, 3.2, 3.4 or 3.5) in a greater proportion than that received
by any other Lender, such Lender agrees, promptly upon demand, to purchase a
portion of the Aggregate Outstanding Credit Exposure held by the other Lenders
so that after such purchase each Lender will hold its Pro Rata Share of the
Aggregate Outstanding Credit Exposure. If any Lender, whether in connection with
setoff or amounts which might be subject to setoff or otherwise, receives
collateral or other protection for its Obligations or such amounts which may be
subject to setoff, such Lender agrees, promptly upon demand, to take such action
necessary such that all Lenders share in the benefits of such collateral ratably
in proportion to their respective Pro Rata Shares of the Aggregate Outstanding
Credit Exposure. In case any such payment is disturbed by legal process, or
otherwise, appropriate further adjustments shall be made. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE XIII</FONT></h1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS</FONT></h1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13.1 <U>Successors and
Assigns</U>. The terms and provisions of the Loan Documents shall be binding
upon and inure to the benefit of the Borrower and the Lenders and their
respective successors and assigns, except that (i) the Borrower shall not have
the right to assign its rights or obligations under the Loan Documents and (ii)
any assignment by any Lender must be made in compliance with Section&#160;13.3.
The parties to this Agreement acknowledge that clause (ii) of this
Section&#160;13.1 relates only to absolute assignments and does not prohibit
assignments creating security interests, including, without limitation, (x) any
pledge or assignment by any Lender of all or any portion of its rights under
this Agreement and any Note to a Federal Reserve Bank or (y)&#160;in the case of
a Lender which is a fund, any pledge or assignment of all or any portion of its
rights under this Agreement and any Note to its trustee in support of its
obligations to its trustee; <I>provided, however</I>, that no such pledge or
assignment creating a security interest shall release the transferor Lender from
its obligations hereunder unless and until the parties thereto have complied
with the provisions of Section&#160;13.3. The Agent may treat the Person which
made any Loan or which holds any Note as the owner thereof for all purposes
hereof unless and until such Person complies with Section&#160;13.3;
<I>provided, however</I>, that the Agent may in its discretion (but shall not be
required to) follow instructions from the Person which made any Loan or which
holds any Note to direct payments relating to such Loan or Note to another
Person. Any assignee of the rights to any Loan or any Note agrees by acceptance
of such assignment to be bound by all the terms and provisions of the Loan
Documents. Any request, authority or consent of any Person, who at the time of
making such request or giving such authority or consent is the owner of the
rights to any Loan (whether or not a Note has been issued in evidence thereof),
shall be conclusive and binding on any subsequent holder or assignee of the
rights to such Loan. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13.2     <U>Participations</U>.</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13.2.1</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
<U>Permitted Participants; Effect</U>. Any Lender may, in the ordinary course of
its business and in accordance with applicable law, at any time sell to one or
more banks or other entities (&#147;Participants&#148;) participating interests
in any Outstanding Credit Exposure of such Lender, any Note held by such Lender,
any Commitment of such Lender or any other interest of such Lender under the
Loan Documents. In the event of any such sale by a Lender of participating
interests to a Participant, such Lender&#146;s obligations under the Loan
Documents shall remain unchanged, such Lender shall remain solely responsible to
the other parties hereto for the performance of such obligations, such Lender
shall remain the owner of its Outstanding Credit Exposure and the holder of any
Note issued to it in evidence thereof for all purposes under the Loan Documents,
all amounts payable by the Borrower under this Agreement shall be determined as
if such Lender had not sold such participating interests, and the Borrower and
the Agent shall continue to deal solely and directly with such Lender in
connection with such Lender&#146;s rights and obligations under the Loan
Documents.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13.2.2</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
<U>Voting Rights</U>. Each Lender shall retain the sole right to approve,
without the consent of any Participant, any amendment, modification or waiver of
any provision of the Loan Documents other than any amendment, modification or
waiver with respect to any Credit Extension or Commitment in which such
Participant has an interest which would require consent of all of the Lenders
pursuant to the terms of Section&#160;8.2 or of any other Loan Document.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13.2.3</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
<U>Benefit of Setoff</U>. Once the Borrower receives written notice of the sale
of a participation to a Participant, the Borrower agrees that such Participant
shall be deemed to have the right of setoff provided in Section&#160;12.1 in
respect of its participating interest in amounts owing under the Loan Documents
to the same extent as if the amount of its participating interest were owing
directly to it as a Lender under the Loan Documents, <I>provided</I> that each
Lender shall retain the right of setoff provided in Section&#160;12.1 with
respect to the amount of participating interests sold to each Participant. The
Lenders agree to share with each Participant, and each Participant, by
exercising the right of setoff provided in Section&#160;12.1, agrees to share
with each Lender, any amount received pursuant to the exercise of its right of
setoff, such amounts to be shared in accordance with Section&#160;12.2 as if
each Participant were a Lender.</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13.3     <U>Assignments</U>.</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13.3.1</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
<U>Permitted Assignments</U>. Any Lender may, in the ordinary course of its
business and in accordance with applicable law, at any time assign to one or
more banks or other entities (&#147;Purchasers&#148;) all or any part of its
rights and obligations under the Loan Documents. Such assignment shall be
substantially in the form of Exhibit C or in such other form as may be agreed to
by the parties thereto. The written consent of the Borrower and the Agent and
the LC Issuer, which consent shall not be unreasonably withheld or delayed,
shall be required prior to an assignment becoming effective with respect to a
Purchaser which is not a Lender or an Affiliate thereof; <I>provided</I>,
<I>however</I>, that if a Default has occurred and is continuing, the consent of
the Borrower shall not be required. Such consent shall not be unreasonably
withheld or delayed. Each such assignment with respect to a Purchaser which is
not a Lender or an Affiliate thereof shall (unless each of the Borrower and the
Agent otherwise consents) be in an amount not less than the lesser of (i)
$5,000,000 or (ii) the remaining amount of the assigning Lender&#146;s
Commitment (calculated as at the date of such assignment) or outstanding Loans
(if the applicable Commitment has been terminated). Since the flexibility to
assign part of the Commitment with other Lenders is for the benefit of the
Lenders, all costs and fees (including legal costs) associated with arranging
such assignment shall be for the account of the Lenders. The Borrower agrees to
cooperate with the Agent and the Lenders in this matter.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13.3.2</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
<U>Effect; Effective Date</U>. Upon (i) delivery to the Agent of an assignment,
together with any consents required by Section&#160;13.3.1, and (ii) payment of
a $4,000 fee by the assigning Lender to the Agent for processing such assignment
(unless such fee is waived by the Agent), such assignment shall become effective
on the effective date specified in such assignment. The assignment shall contain
a representation by the Purchaser to the effect that none of the consideration
used to make the purchase of the Commitment and Outstanding Credit Exposure
under the applicable assignment agreement constitutes &#147;plan assets&#148; as
defined under ERISA and that none of the rights and interests of the Purchaser
in and under the Loan Documents will constitute &#147;plan assets&#148; under
ERISA. On and after the effective date of such assignment, such Purchaser shall
for all purposes be a Lender party to this Agreement and any other Loan Document
executed by or on behalf of the Lenders and shall have all the rights and
obligations of a Lender under the Loan Documents, to the same extent as if it
were an original party hereto, and no further consent or action by the Borrower,
the Lenders or the Agent shall be required to release the transferor Lender with
respect to the percentage of the Aggregate Commitment and Outstanding Credit
Exposure assigned to such Purchaser. Upon the consummation of any assignment to
a Purchaser pursuant to this Section&#160;13.3.2, the transferor Lender, the
Agent and the Borrower shall, if the transferor Lender or the Purchaser desires
that its Loans be evidenced by Notes, make appropriate arrangements so that new
Notes or, as appropriate, replacement Notes are issued to such transferor Lender
and new Notes or, as appropriate, replacement Notes, are issued to such
Purchaser, in each case in principal amounts reflecting their respective
Commitments, as adjusted pursuant to such assignment.</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13.4     <U>Special Purpose Funding Vehicle</U>.</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13.4.1</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
<U>SPV</U>. Notwithstanding anything to the contrary contained herein, any
Lender (a &#147;Granting Lender&#148;) may grant to a special purpose funding
vehicle (an &#147;SPV&#148;), identified as such in writing from time to time by
such Granting Lender to the Agent and the Borrower, the option to fund all or
any part of any Loan that such Granting Lender would otherwise be obligated to
fund pursuant to this Agreement; provided that (i) nothing herein shall
constitute a commitment by any SPV to fund any Loan, (ii) if an SPV elects not
to exercise such option or otherwise fails to fund all or any part of such Loan,
the Granting Lender shall be obligated to fund such Loan pursuant to the terms
hereof, (iii) no SPV shall have any voting rights pursuant to Section 8.2 and
(iv) with respect to notices, payments and other matters hereunder, the
Borrower, the Agent and the Lenders shall not be obligated to deal with an SPV,
but may limit their communications and other dealings relevant to such SPV to
the applicable Granting Lender. The funding of a Loan by an SPV hereunder shall
utilize the Commitment of the Granting Lender to the same extent that, and as
if, such Loan were funded by such Granting Lender.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13.4.2</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
<U>Power of Attorney</U>. As to any Loans or portion thereof made by it, each
SPV shall have all the rights that its applicable Granting Lender making such
Loans or portion thereof would have had under this Credit Agreement; provided,
however, that each SPV shall have granted to its Granting Lender an irrevocable
power of attorney, to deliver and receive all communications and notices under
this Agreement (and any related documents) to exercise on such SPV&#146;s
behalf, all of such SPV&#146;s voting rights under this Credit Agreement. No
additional Note shall be required to evidence the Loans or portion thereof made
by an SPV; and the related Granting Lender shall be deemed to hold its Note as
agent for such SPV to the extent of the Loans or portion thereof funded by such
SPV. In addition, any payments for the account of any SPV shall be paid to its
Granting Lender as agent for such SPV.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13.4.3</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
<U>Indemnity</U>. Each party hereto hereby agrees that no SPV shall be liable
for any indemnity or payment under this Agreement for which a Lender would
otherwise be liable for so long as, and to the extent, the Granting Lender
provides such indemnity or makes such payment. In furtherance of the foregoing,
each party hereto hereby agrees (which agreements shall survive the termination
of this Credit Agreement) that, prior to the date that is one year and one day
after the payment in full of all outstanding commercial paper or other senior
indebtedness of any SPV, it will not institute against, or join any other Person
in instituting against, such SPV any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings under the laws of the United States or any
State thereof.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13.4.4</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
<U>Fee and Information</U>. In addition, notwithstanding anything to the
contrary contained in this Credit Agreement, any SPV may (i) at any time and
without paying any processing fee therefor, assign or participate all or a
portion of its interest in any Loans to the Granting Lender or to any financial
institutions providing liquidity and/or credit support to or for the account of
such SPV to support the funding or maintenance of Loans and (ii) disclose on a
confidential basis any non-public information relating to its Loans to any
rating agency, commercial paper dealer or provider of any surety, guarantee or
credit or liquidity enhancements to such SPV. This Section 13.4 may not be
amended without the written consent of any Granting Lender affected thereby</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13.5 <U>Dissemination of
Information</U>. The Borrower authorizes each Lender to disclose to any
Participant or Purchaser or any other Person acquiring an interest in the Loan
Documents by operation of law (each a &#147;Transferee&#148;) and any
prospective Transferee any and all information in such Lender&#146;s possession
concerning the creditworthiness of the Borrower and its Subsidiaries, including
without limitation any information contained in any Reports; <I>provided</I>
that each Transferee and prospective Transferee agrees (in writing stating the
Borrower and the Guarantor are intended third-party beneficiaries) to be bound
by Section&#160;10.11 of this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13.6 <U>Tax Treatment</U>.
If any interest in any Loan Document is transferred to any Transferee which is
organized under the laws of any jurisdiction other than the United States or any
State thereof, the transferor Lender shall cause such Transferee, concurrently
with the effectiveness of such transfer, to comply with the provisions of
Section&#160;3.5(iv). </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE XIV</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>NOTICES</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>14.1 <U>Notices</U>. All
notices, requests and other communications to any party hereunder shall be in
writing (including electronic transmission, facsimile transmission or similar
writing) and shall be given to such party: (x) in the case of the Borrower, the
Guarantor or the Agent, at its address or facsimile number set forth on the
signature pages hereof, (a) in the case of any Lender, at its address or
facsimile number set forth in its administrative questionnaire or (b) in the
case of any party, at such other address or facsimile number as such party may
hereafter specify for the purpose by notice to the Agent and the Borrower in
accordance with the provisions of this Section&#160;14.1. Each such notice,
request or other communication shall be effective (i) if given by facsimile
transmission, when transmitted to the facsimile number specified in this
Section&#160;and confirmation of receipt is received, (ii) if given by mail, 72
hours after such communication is deposited in the mails with first class
postage prepaid, addressed as aforesaid, or (iii) if given by any other means,
when delivered (or, in the case of electronic transmission, received) at the
address specified in this Section;<I> provided</I> that notices to the Agent
under Article II shall not be effective until received. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>14.2     <U>Change of Address</U>.  The Borrower, the Agent and any Lender may each change the address for service of notice upon it by a
notice in writing to the other parties hereto. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE XV.</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>COUNTERPARTS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>This Agreement may be
executed in any number of counterparts, all of which taken together shall
constitute one agreement, and any of the parties hereto may execute this
Agreement by signing any such counterpart. This Agreement shall be effective
when it has been executed by the Borrower, the Agent, the LC Issuer and the
Lenders and each party has notified the Agent by facsimile transmission or
telephone that it has taken such action. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE XVI</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL</B></FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.1 <B><U>CHOICE OF
LAW</U>. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS
CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
(INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION&#160;105/5-1 ET SEQ, BUT
OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF
ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.</B> </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.2 <B><U>CONSENT TO
JURISDICTION</U>. EACH OF THE BORROWER AND THE GUARANTOR HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR
ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND EACH OF THE BORROWER AND
THE GUARANTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND
IRREVOCABLY WAIVES ANY OBJECTION IT MAY&#160;NOW OR HEREAFTER HAVE AS TO THE
VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT
SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE
AGENT, THE LC ISSUER OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER OR
THE GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING
BY THE BORROWER OR THE GUARANTOR AGAINST THE AGENT, THE LC ISSUER OR ANY LENDER
OR ANY AFFILIATE OF THE AGENT, THE LC ISSUER OR ANY LENDER INVOLVING, DIRECTLY
OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED
WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.</B> </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.3 <B><U>WAIVER OF JURY
TRIAL</U>. THE BORROWER, THE GUARANTOR, THE AGENT, THE LC ISSUER AND EACH LENDER
HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE
RELATIONSHIP ESTABLISHED THEREUNDER.</B> </FONT></P>


<PAGE>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the Borrower, the Guarantor, the Lenders and the Agent have
executed this Agreement as of the date first above written. </FONT></P>
<PRE>
                                                     INFRASTRUX GROUP, INC.


                                                     By: /s/ John D. Durbin
                                                         ________________________________________________________

                                                     Title: President and Chief Executive Officer
                                                            _____________________________________________________
                                                              411 108th Ave. NE, OBC 12
                                                              Bellevue, WA 98004-5515
                                                              Attention:        Douglas Madison,
                                                                                Chief Financial Officer
                                                              Telephone:        425-456-2199
                                                              FAX:              425-462-3300



<PAGE>


                                                     PUGET ENERGY, INC.

                                                     By: /s/ James W. Eldredge
                                                        _________________________________________________________

                                                     Title: Corporate Secretary and Chief Accounting Officer
                                                           ______________________________________________________
                                                              411 108th Ave.  NE, OBC 15
                                                              Bellevue, WA 98004-5515
                                                              Attention:        James W.  Eldredge
                                                              Telephone:        425-462-3135
                                                              FAX:              425-422-3300



<PAGE>


Commitments
-----------

$30,000,000                                          BANK ONE, NA, individually and as Administrative Agent

                                                     By: /s/ Jane A. Bek
                                                        __________________________________________________________
                                                     Title: Vice President
                                                           _______________________________________________________
                                                              One Bank One Plaza
                                                              Chicago, IL 60670
                                                              Attention:        Jane Bek
                                                              Telephone:        (312) 732-3422
                                                              FAX:              (312) 732-3055



<PAGE>


$30,000,000                                          THE INDUSTRIAL BANK OF JAPAN, LIMITED, Individually and as Syndication Agent

                                                     By: Carl-Eric Benzinger
                                                        __________________________________________________________
                                                     Title: Senior Vice President &amp; Senior Deputy General Manager
                                                           _______________________________________________________
                                                              350 S. Grand Avenue, Suite 1500
                                                              Los Angeles, CA 90071
                                                              Attention:        Al Torres
                                                              Telephone:        213-893-6454
                                                              FAX:              213-488-9840



<PAGE>


$25,000,000                                          KEYBANK NATIONAL ASSOCIATION, Individually and as Documentation Agent

                                                     By: Sherrie I. Manson
                                                        __________________________________________________________
                                                     Title: Vice President
                                                           _______________________________________________________
                                                              127 Public Square
                                                              Cleveland, OH 44114-1306
                                                              Attention:        Sherrie Manson
                                                              Telephone:        (216) 689-3443
                                                              FAX:              (216) 689-4981



<PAGE>


$20,000,000                                          UNION BANK OF CALIFORNIA

                                                     By: Sonja Sevcik
                                                        __________________________________________________________
                                                     Title: Assistant Vice President
                                                           _______________________________________________________
                                                              445 South Figueroa Street
                                                              Los Angeles, CA 90071
                                                              Attention:        David M. Musicant
                                                              Telephone:        (213) 236-5023
                                                              FAX:              (213) 236-4096



<PAGE>


$20,000,000                                          WASHINGTON MUTUAL BANK

                                                     By: Bruce Kendrex
                                                        __________________________________________________________
                                                     Title: Vice President
                                                           _______________________________________________________
                                                              1201 Third Avenue
                                                              Suite 1445
                                                              Seattle, WA 98101
                                                              Attention:        Bruce Kendrex
                                                              Telephone:        (206) 377-3888
                                                              FAX:              (206) 377-3812



<PAGE>


$15,000,000                                          THE CHASE MANHATTAN BANK

                                                     By: Peter M. Ling
                                                        __________________________________________________________
                                                     Title: Vice President
                                                           _______________________________________________________
                                                              270 Park Avenue
                                                              15th Floor
                                                              New York, NY 10017-2070
                                                              Attention:        Peter M. Ling
                                                              Telephone:        (212) 270-4676
                                                              FAX:              (212) 270-5177



<PAGE>


$10,000,000                                          BANK HAPOALIM B.M.

                                                     By: Laura Raffa
                                                        __________________________________________________________
                                                     Title: Senior Vice President
                                                          _______________________________________________________

                                                     By: Shaun Breidbart
                                                        __________________________________________________________
                                                     Title: Vice President
                                                           _______________________________________________________
                                                              1177 Avenue of the Americas
                                                              New York, New York 10036-2790
                                                              Attention:        Helen Gateson
                                                              Telephone:        (212) 782-2161
                                                              FAX:              (212) 782-2382


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