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<SEC-DOCUMENT>0000072741-02-000154.txt : 20021121
<SEC-HEADER>0000072741-02-000154.hdr.sgml : 20021121
<ACCEPTANCE-DATETIME>20021121141710
ACCESSION NUMBER:		0000072741-02-000154
CONFORMED SUBMISSION TYPE:	35-CERT
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20021121
EFFECTIVENESS DATE:		20021121

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NORTHEAST UTILITIES SYSTEM
		CENTRAL INDEX KEY:			0000072741
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				042147929
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		35-CERT
		SEC ACT:		1935 Act
		SEC FILE NUMBER:	070-09755
		FILM NUMBER:		02835929

	BUSINESS ADDRESS:	
		STREET 1:		174 BRUSH HILL AVE
		CITY:			WEST SPRINGFIELD
		STATE:			MA
		ZIP:			01090-0010
		BUSINESS PHONE:		4137855871

	MAIL ADDRESS:	
		STREET 1:		107 SELDON ST
		CITY:			BERLIN
		STATE:			CT
		ZIP:			06037-1616
</SEC-HEADER>
<DOCUMENT>
<TYPE>35-CERT
<SEQUENCE>1
<FILENAME>revolverrule24112102.txt
<DESCRIPTION>NU RULE 24 CERT. REVOLVER 112102
<TEXT>
                  UNITED STATES OF AMERICA

        BEFORE THE SECURITIES AND EXCHANGE COMMISSION

                      WASHINGTON, D.C.

In the Matter of

NORTHEAST UTILITIES ("NU")                   CERTIFICATE
WESTERN MASSACHUSETTS                        PURSUANT TO
ELECTRIC COMPANY ("WMECO")                   RULE 24
THE CONNECTICUT LIGHT AND
POWER COMPANY ("CL&P")
PUBLIC SERVICE COMPANY
OF NEW HAMPSHIRE ("PSNH")
YANKEE GAS SERVICES COMPANY ("Yankee")

File No.  70-9755
(Public Utility Holding
Company Act of 1935)

Pursuant to the requirements of Rule 24(a) of the
Commission's regulations under the Public Utility Holding
Company Act of 1935, and with reference to the transaction
proposed in the Application/Declaration on Form U-1 (the
"Application") in File No. 70-9755, NU, CL&P, WMECO, PSNH
and Yankee hereby report and certify as follows:

(i) On November 12, 2002, NU entered into a $350 million revolving
credit facility pursuant to a Credit Agreement dated as of November
12, 2002 among Northeast Utilities, the Banks Named Therein, Union Bank
of California, N.A. as Administrative Agent and Bank One, N.A., as
Fronting Bank, a copy of which is filed as an Exhibit B-3 to this
Certificate.

(ii) On November 12, 2002, WMECO, CL&P, PSNH and Yankee entered
into a $300 million revolving credit facility pursuant to a
Credit Agreement dated as of November 12, 2002, among WMECO, CL&P,
PSNH, Yankee, the Banks Named Therein and Citibank, N.A. as
Administrative Agent, a copy of which is filed as Exhibit B-4 to this
Certificate.

The transactions referenced above were carried out in accordance with
the terms and conditions of and for the purposes represented by
the Application and the order of the Commission issued on December 28,
2000 in this file.

Submitted with this Certificate is the "past tense" opinion
of counsel as Exhibit F-3.

Exhibits

Exhibit B-3 -  Credit Agreement dated as of November 12, 2002 among
               Northeast Utilities, the Banks Named Therein,
               Union Bank of California, N.A. as Administrative
               Agent and Bank One, N.A., as Fronting Bank

Exhibit B-4 -  Credit Agreement dated as of November 12,
               2002, among WMECO, CL&P, PSNH, Yankee, the Banks
               Named Therein and Citibank, N.A. as Administrative
               Agent

Exhibit F-3 -  Post-Effective Opinion of Counsel

                  SIGNATURE PAGE TO FOLLOW

<PAGE>
                          SIGNATURE

     Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, Northeast Utilities, Western Massachusetts Electric
Company, The Connecticut Light and Power Company, Public Service
Company of New Hampshire and Yankee Gas Services Company have
duly caused this Certificate to be signed on their behalf by the
undersigned hereunto duly authorized


NORTHEAST UTILITIES
WESTERN MASSACHUSETTS ELECTRIC COMPANY
THE CONNECTICUT LIGHT AND POWER COMPANY
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
YANKEE GAS SERVICES COMPANY


By:    /s/ Randy A. Shoop
       Randy A. Shoop
       Assistant Treasurer-Finance, Northeast Utilities Service Company,
       as Agent for all of the above-named companies

Dated: November 21, 2002

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.13 OTH CONTRCT
<SEQUENCE>3
<FILENAME>exhb3nucredit111202.txt
<DESCRIPTION>NU REVOLVER CREDIT AGMT 111202
<TEXT>

Exhibit B-3

                                              [EXECUTION VERSION]




                        CREDIT AGREEMENT

                  Dated as of November 12, 2002

                              among

                       NORTHEAST UTILITIES
                           as Borrower

                     THE BANKS NAMED HEREIN


                 UNION BANK OF CALIFORNIA, N.A.
                     as Administrative Agent

                               and

                          BANK ONE, NA
                        as Fronting Bank




                      BARCLAYS CAPITAL and
                 UNION BANK OF CALIFORNIA, N.A.
                     as Joint Lead Arrangers

                          BANK ONE, NA,
                      BARCLAYS BANK PLC and
                    SALOMON SMITH BARNEY INC.
                    as Co-Syndication Agents

                       FLEET NATIONAL BANK
                     as Documentation Agent

<PAGE>

                        CREDIT AGREEMENT



                  Dated as of November 12, 2002



     THIS CREDIT AGREEMENT is made by and among:

     (i)  Northeast  Utilities, an unincorporated  voluntary
          business association organized under the  laws  of
          the  Commonwealth of Massachusetts  ("NU"  or  the
          "Borrower");

     (ii) The financial institutions (the "Banks") listed on
          the  signature pages hereof and the other  Lenders
          (as  hereinafter defined) from time to time  party
          hereto;

     (iii)UNION  BANK  OF  CALIFORNIA,  N.A.  ("Union
          Bank"),  as  Administrative Agent for the  Lenders
          hereunder; and

     (iv) BANK ONE, NA, as Fronting Bank.



                      PRELIMINARY STATEMENT

     The  Borrower has requested the Banks and the Fronting  Bank
to  provide  the  credit facility hereinafter  described  in  the
amounts  and  on the terms and conditions set forth herein.   The
Banks  and  the  Fronting Bank have so agreed on  the  terms  and
conditions  set  forth herein, and the Administrative  Agent  has
agreed  to  act  as  agent  for the Lenders  on  such  terms  and
conditions.

     Based  upon  the  foregoing and subject  to  the  terms  and
conditions set forth in this Agreement, the parties hereto hereby
agree as follows:


                            ARTICLE I
                DEFINITIONS AND ACCOUNTING TERMS

     SECTION 1.01. Certain Defined Terms.  As used in this Agreement,
the  following  terms  shall have the  following  meanings  (such
meanings to be applicable to the singular and plural forms of the
terms defined):

          "Account   Party"  has  the  meaning   set   forth   in
     Section 2.02(a).

          "Administrative  Agent"  means  Union  Bank,   in   its
     capacity as administrative agent hereunder, or any successor
     thereto as provided herein.

          "Advance" means a Contract Advance.

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

          "Agreement"  means this Credit Agreement, as  the  same
     may be modified, amended and/or supplemented pursuant to the
     terms hereof.

          "Applicable Facility Fee Rate" means, for any day,  the
     percentage per annum set forth below in effect on such  day,
     determined  on the basis of the Applicable Rating  Level  of
     the Borrower:


                   Applicable Facility Fee Rate


     Applicable Rating Level            Percentage (%)
          Level I                           0.100
          Level II                          0.125
          Level III                         0.150
          Level IV                          0.200
          Level V                           0.500

     Any  change in the Applicable Facility Fee Rate caused by  a
     change  in the Applicable Rating Level shall take effect  at
     the  time  such change in the Applicable Rating Level  shall
     occur.

          "Applicable Lending Office" means, with respect to each
     Lender:

               (i)  in the case of any Contract Advance, (A) such
          Lender's "Eurodollar Lending Office" in the case  of  a
          Eurodollar Rate Advance or (B) such Lender's  "Domestic
          Lending Office" in the case of a Base Rate Advance,  in
          each  case as specified opposite such Lender's name  on
          Schedule  I hereto or in the Lender Assignment pursuant
          to which it became a Lender; or

               (ii)  in  each  case, such other  office  of  such
          Lender as such Lender may from time to time specify  in
          writing to the Borrower and the Administrative Agent.

          "Applicable  Margin"  means,  for  any  day   for   any
     outstanding Contract Advance, the percentage per  annum  set
     forth  below in effect on such day, determined on the  basis
     of the Applicable Rating Level for the Borrower:

                  Applicable Margin (Percentage %)

                  Eurodollar   Utilization             Utilization
                    Rate         Margin                   Margin
         Rating   Advances        for       Base Rate    for Base
         Level      (%)        Eurodollar   Advances(%)    Rate
                                  Rate                   Advances
                               Advances (%)                (%)

        Level I     0.600       0.125        0.000       0.000
        Level II    0.750       0.125        0.000       0.000
        Level III   0.850       0.125        0.000       0.125
        Level IV    1.050       0.125        0.050       0.250
        Level V     1.500       0.500        0.500       0.250

     provided, that (x) the Applicable Margin for Eurodollar Rate
     Advances shall be increased by the rate per annum set  forth
     above  under the caption "Utilization Margin for  Eurodollar
     Rate  Advances"  that corresponds to the  Applicable  Rating
     Level  used to determine such Applicable Margin and (y)  the
     Applicable Margin for Base Rate Advances shall be  increased
     by  the  rate  per annum set forth above under  the  caption
     "Utilization Margin for Base Rate Advances" that corresponds
     to  the  Applicable  Rating Level  used  to  determine  such
     Applicable Margin, in any case, during any period  in  which
     the total principal amount of Outstanding Credits is greater
     than  one-half of the Total Commitment.  Any change  in  the
     Applicable  Margin  caused  by a change  in  the  Applicable
     Rating  Level shall take effect at the time such  change  in
     the Applicable Rating Level shall occur.

          "Applicable  Rate" means, with respect to  any  Advance
     made  to the Borrower, either of (i) the Base Rate from time
     to  time  applicable  to such Advance  plus  the  Applicable
     Margin,  or  (ii)  the Eurodollar Rate  from  time  to  time
     applicable to such Advance plus the Applicable Margin.

          "Applicable  Rating Level" shall be determined  at  any
     time  and  from  time to time on the basis  of  the  ratings
     assigned  by S&P and Moody's to the senior, unsecured,  non-
     credit  enhanced long-term Debt of the Borrower (the  "Rated
     Debt") in accordance with the following:

                       Applicable Rating Level

                       S&P            Moody's
     Level I        A- or higher         A3 or higher
     Level II       BBB+                 Baa1
     Level III      BBB                  Baa2
     Level IV       BBB-                 Baa3
     Level V        BB+ or lower         Ba1 or lower

          In  the  event that the rating assigned by S&P  to  the
     Rated  Debt and the rating assigned by Moody's to the  Rated
     Debt  do not correspond to the same Applicable Rating Level,
     then  the  lower  of  the two ratings  shall  determine  the
     Applicable Rating Level.  The Applicable Rating Level  shall
     be  redetermined as and when any change in the ratings  used
     in  the  determination thereof shall be announced by S&P  or
     Moody's, as the case may be.  If both Moody's and S&P  shall
     cease to issue or maintain a rating on the Rated Debt,  then
     the Applicable Rating Level shall be Level V.

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

          "Available  Commitment" means,  for  each  Lender,  the
     excess  of  such  Lender's  Commitment  over  such  Lender's
     Percentage   of   the   Outstanding   Credits.    "Available
     Commitments"  shall refer to the aggregate of  the  Lenders'
     Available Commitments hereunder.

          "Banks"  has the meaning assigned to that term  in  the
     caption to this Agreement.

          "Base  Rate"  means,  for  any  period,  a  fluctuating
     interest rate per annum as shall be in effect from  time  to
     time,  which rate per annum shall at all times be  equal  to
     the highest of:

               (a)   the  rate of interest announced publicly  by
          the  Administrative  Agent in its  principal  place  of
          business  from  time  to  time  as  the  Administrative
          Agent's "base rate" or "reference rate";

               (b)  1/2 of one percent per annum above the latest
          three-week  moving average of secondary market  morning
          offering  rates  in the United States  for  three-month
          certificates  of deposit of major United  States  money
          market  banks,  adjusted to the  nearest  1/32  of  one
          percent (the "CD Rate"); and

               (c)   1/2  of  one  percent per  annum  above  the
          Federal Funds Rate in effect from time to time.

          If  the  Administrative  Agent  shall  have  determined
     (which  determination  shall be conclusive  absent  manifest
     error)  that  it is unable to ascertain the CD Rate  or  the
     Federal  Funds Rate for any reason, including the  inability
     or  failure of the Administrative Agent to obtain sufficient
     quotations  in accordance with the terms thereof,  the  Base
     Rate shall be determined without regard to clause (b) of the
     first  sentence  of  this  definition,  in  the  event   the
     Administrative Agent is unable to ascertain the CD Rate, and
     clauses   (c)  and  (d)  of  the  first  sentence  of   this
     definition, in the event the Administrative Agent is  unable
     to ascertain the Federal Funds Rate, until the circumstances
     giving  rise to such inability no longer exist.  Any  change
     in  the  Base  Rate  due to a change in  the  Administrative
     Agent's  base  rate, the CD Rate or the Federal  Funds  Rate
     shall  be effective on the effective date of such change  in
     the  Administrative Agent's base rate, the CD  Rate  or  the
     Federal Funds Rate, respectively.

          "Base Rate Advance" means a Contract Advance in respect
     of  which  the  Borrower  has selected  in  accordance  with
     Article III hereof, or this Agreement provides for, interest
     to be computed on the basis of the Base Rate.

          "Beneficiary" means any Person designated by an Account
     Party  to whom the Fronting Bank is to make payment,  or  on
     whose order payment is to be made, under a Letter of Credit.

          "Borrower" has the meaning assigned to that term in the
     caption to this Agreement.

          "Borrowing" means a Contract Borrowing.

          "Business  Day" means a day of the year on which  banks
     are  not  required or authorized to close in New  York  City
     and,   if  the  applicable  Business  Day  relates  to   any
     Eurodollar  Rate Advances, on which dealings are carried  on
     in the London interbank market.

          "Change  of  Control" means (a) any Person  or  "group"
     (within  the  meaning  of Section  13(d)  or  14(d)  of  the
     Securities  Exchange Act of 1934, as amended), shall  either
     (1)  acquire beneficial ownership of more than  50%  of  any
     outstanding  class  of common stock of  NU  having  ordinary
     voting  power  in  the  election  of  directors  of  NU   or
     (2)  obtain the power (whether or not exercised) to elect  a
     majority of NU's directors or (b) the Board of Directors  of
     NU  shall not consist of a majority of Continuing Directors.
     For  purposes  of  this  definition,  the  term  "Continuing
     Directors"  means  directors of NU on the Closing  Date  and
     each   other  director  of  NU,  if  such  other  director's
     nomination for election to the Board of Directors of  NU  is
     recommended by a majority of the then Continuing Directors.

          "CL&P" means The Connecticut Light and Power Company, a
     corporation  organized  under  the  laws  of  the  State  of
     Connecticut.

          "Closing Date" has the meaning assigned to that term in
     Section 5.01 hereof.

          "Commitment"   means,  for each Lender,  the  aggregate
     amount  set  forth  opposite  such  Lender's  name  on   the
     signature  pages hereof or, if such Lender has entered  into
     one or more Lender Assignments, set forth for such Lender in
     the Register maintained by the Administrative Agent pursuant
     to Section 10.07(c), in each such case as such amount may be
     reduced  from time to time pursuant to Section 2.04  hereof.
     "Commitments" shall refer to the aggregate of  the  Lenders'
     Commitments hereunder.

          "Common Equity" means, at any date for the Borrower, an
     amount  equal to the sum of the aggregate of the  par  value
     of, or stated capital represented by, the outstanding common
     shares of the Borrower and its Subsidiaries and the surplus,
     paid-in,  earned and other capital, if any, of the  Borrower
     and  its  Subsidiaries,  in each case  as  determined  on  a
     consolidated  basis  in accordance with  generally  accepted
     accounting principles.

          "Confidential Information" has the meaning assigned  to
     that term in Section 10.08 hereof.

          "Consolidated  Debt"  means,  at  any  date   for   the
     Borrower,   the   total  Debt  of  the  Borrower   and   its
     Subsidiaries  as  determined  on  a  consolidated  basis  in
     accordance with generally accepted accounting principles.

          "Consolidated   EBIT"  means,  for   any   period   (as
     determined  on  a  consolidated  basis  in  accordance  with
     generally  accepted accounting principles),  the  Borrower's
     and  its  Subsidiaries' net income for such period, adjusted
     as follows:

          (i)  increased by the amount of federal and state income
               taxes to the extent deducted in the computation of
               such Borrower's and/or its Subsidiaries' consolidated
               net income for such period;

          (ii) increased  by the amount of Consolidated Interest Expense
               deducted in the computation of the Borrower's and/or its
               Subsidiaries' consolidated net income for such period;

          (iii) increased by the amount of dividends on preferred stock
               deducted in the computation of the Borrower's and/or its
               Subsidiaries' consolidated net income for such period;

          (iv) decreased (increased) by the gain (loss) on asset sales
               done outside the ordinary course of business by the
               Borrower  and/orits Subsidiaries to the extent such gains
               (losses)  are not offset by increases (decreases) in
               amortization of regulatory assets,and to the extent such
               gain (loss) is  included in the computation of the
               Borrower's and/or its  Subsidiaries' consolidated net
               income  for such period; and

          (v)  decreased by the amount of revenues accrued by the
               Borrower and/or its Subsidiaries related to interest on
               Stranded Cost Recovery Obligations of Subsidiaries of
               the Borrower, and increased by the amount of operating
               expenses accrued by the Borrower and/or its Subsidiaries
               related to interest on Stranded Cost Recovery Obligations
               of Subsidiaries of the Borrower, in each case to the
               extent included in the computation of the Borrower's
               and/or its Subsidiaries' consolidated net income for
               such period.

          "Consolidated Interest Expense" means, for any  period,
     the  aggregate amount of any interest required  to  be  paid
     during  such period by the Borrower and its Subsidiaries  on
     Debt  (including the current portion thereof) (as determined
     on   a  consolidated  basis  in  accordance  with  generally
     accepted accounting principles), excluding interest required
     to  be paid on the Stranded Cost Recovery Obligations of any
     Subsidiary of the Borrower.

          "Contract Advance" means an advance by a Lender to  the
     Borrower  pursuant to Article III hereof, and  refers  to  a
     Eurodollar  Rate  Advance or a Base Rate  Advance  (each  of
     which  shall be a "Type" of Contract Advance).  For purposes
     of  this  Agreement, all Contract Advances of a  Lender  (or
     portions  thereof) of the same Type and Interest Period,  if
     any, made or converted on the same day to the Borrower shall
     be  deemed  to  be  a  single Advance by such  Lender  until
     repaid.

          "Contract  Borrowing" means a borrowing  consisting  of
     one  or more Contract Advances of the same Type and Interest
     Period,  if  any, made to the Borrower on the same  Business
     Day  by  the  Lenders,  ratably  in  accordance  with  their
     respective  Commitments.   A  Contract  Borrowing   may   be
     referred  to herein as being a "Type" of Contract Borrowing,
     corresponding  to  the Type of Contract Advances  comprising
     such  Borrowing.   For  purposes  of  this  Agreement,   all
     Contract  Advances of the same Type and Interest Period,  if
     any, made or converted on the same day to the Borrower shall
     be  deemed  a  single  Contract  Borrowing  hereunder  until
     repaid.

          "Contract Note" means a promissory note of the Borrower
     payable to the order of a Lender, in substantially the  form
     of   Exhibit   1.01A   hereto,  evidencing   the   aggregate
     indebtedness  of the Borrower to such Lender resulting  from
     the Contract Advances made by such Lender to the Borrower.

          "Date  of Issuance" means the date of issuance  by  the
     Fronting Bank of a Letter of Credit under this Agreement.

          "Debt"  means,  for  any Person,  without  duplication,
     (i)   indebtedness  of  such  Person  for  borrowed   money,
     including  but  not limited to obligations  of  such  Person
     evidenced  by  bonds,  debentures, notes  or  other  similar
     instruments  (excluding Stranded Cost  Recovery  Obligations
     that  are non-recourse to such Person), (ii) obligations  of
     such  Person to pay the deferred purchase price of  property
     or  services  (excluding any obligation of  such  Person  to
     Dominion  Resources, Inc. or its successor with  respect  to
     disposition of spent nuclear fuel burned prior to  April  3,
     1983),  (iii)  obligations of such Person  as  lessee  under
     leases that shall have been or should be, in accordance with
     generally   accepted  accounting  principles,  recorded   as
     capital  leases, (iv) obligations under direct  or  indirect
     guaranties  in  respect of, and obligations  (contingent  or
     otherwise) to purchase or otherwise acquire, or otherwise to
     assure  a  creditor against loss in respect of, indebtedness
     or  obligations  of  others  of the  kinds  referred  to  in
     clauses  (i)  through  (iii), above,  including  all  Parent
     Support  Obligations, (v) letters of credit, guaranties  and
     other  forms  of credit enhancement issued to support  power
     sales  and  trading  activities,  and  (vi)  liabilities  in
     respect of unfunded vested benefits under ERISA Plans.

          "Defaulting  Lender"  has  the  meaning  set  forth  in
     Section 2.02(m).

          "Disclosure Documents" means for the Borrower and  each
     Principal  Subsidiary: (i) such Person's  Annual  Report  on
     Form  10-K  for  the  fiscal year ended December  31,  2001;
     (ii)  its  Quarterly  Reports on Form 10-Q  for  the  fiscal
     quarters  ended  March  31 and June  30,  2002;  (iii)  each
     Current  Report  on  Form  8-K of such  Person  filed  after
     June  30, 2002 and on or prior to October 26, 2002; and (iv)
     the Information Memorandum.

          "Drawing"  means a drawing by a Beneficiary  under  any
     Letter of Credit.

          "Eligible  Assignee"  means  (i)  a  Lender,  (ii)   an
     Affiliate of a Lender, (iii) an Approved Fund and  (iv)  any
     other  Person (other than a natural person) approved by  (A)
     the  Administrative Agent, (B) in the case of any assignment
     of  any  Commitment, the Fronting Bank, and  (C)  unless  an
     Event  of  Default  has  occurred  and  is  continuing,  the
     Borrower (each such approval not to be unreasonably withheld
     or  delayed);  provided that notwithstanding the  foregoing,
     "Eligible Assignee" shall not include the Borrower or any of
     the Borrower's Affiliates or Subsidiaries.

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

          "ERISA  Affiliate" means, with respect to  any  Person,
     any trade or business (whether or not incorporated) that  is
     a  "commonly  controlled entity" of such Person  within  the
     meaning of the regulations under Section 414 of the Internal
     Revenue Code of 1986, as amended from time to time.

          "ERISA Multiemployer Plan" means a "multiemployer plan"
     subject to Title IV of ERISA.

          "ERISA Plan" means an employee benefit plan (other than
     a  ERISA Multiemployer Plan) maintained for employees of the
     Borrower or any ERISA Affiliate of the Borrower and  covered
     by Title IV of ERISA.

          "ERISA  Plan Termination Event" means (i) a  Reportable
     Event described in Section 4043 of ERISA and the regulations
     issued thereunder (other than a Reportable Event not subject
     to  the  provision for 30-day notice to the PBGC under  such
     regulations)  with  respect to an ERISA  Plan  or  an  ERISA
     Multiemployer Plan, or (ii) the withdrawal of  the  Borrower
     or  any  of  its ERISA Affiliates from an ERISA Plan  or  an
     ERISA Multiemployer Plan during a plan year in which it  was
     a "substantial employer" as defined in Section 4001(a)(2) of
     ERISA,  or  (iii)  the  filing of  a  notice  of  intent  to
     terminate  an ERISA Plan or an ERISA Multiemployer  Plan  or
     the treatment of an ERISA Plan amendment as a termination or
     of  an  ERISA  Multiemployer Plan amendment as a termination
     under  Section  4041  of ERISA, or (iv) the  institution  of
     proceedings  to  terminate  an  ERISA  Plan  or   an   ERISA
     Multiemployer  Plan by the PBGC, or (v) any other  event  or
     condition  that might constitute grounds under Section  4042
     of  ERISA  for the termination of, or the appointment  of  a
     trustee to administer, any ERISA Plan or ERISA Multiemployer
     Plan.

          "Eurocurrency Liabilities" has the meaning assigned  to
     that  term in Regulation D of the Board of Governors of  the
     Federal Reserve System, as in effect from time to time.

          "Eurodollar Rate" means, for each Interest  Period  for
     each  Eurodollar Rate Advance comprising part  of  the  same
     Borrowing,  an interest rate per annum equal to the  average
     (rounded upward to the nearest whole multiple of 1/16 of  1%
     per  annum, if such average is not such a multiple)  of  the
     rates  per  annum  at  which deposits in  U.S.  dollars  are
     offered  by  the principal office of each of  the  Reference
     Banks  in  London,  England to prime  banks  in  the  London
     interbank  market at 11:00 a.m. (London time)  two  Business
     Days  before  the first day of such Interest Period  in  the
     amount of $1,000,000 and for a period equal to such Interest
     Period.   The  Eurodollar Rate for the Interest  Period  for
     each  Eurodollar Rate Advance comprising part  of  the  same
     Borrowing shall be determined by the Administrative Agent on
     the  basis of applicable rates furnished to and received  by
     the  Administrative  Agent  from  the  Reference  Banks  two
     Business Days before the first day of such Interest  Period,
     subject, however, to the provisions of Sections 3.05(d)  and
     4.03(g).

          "Eurodollar Rate Advance" means a Contract  Advance  in
     respect  of  which the Borrower has selected  in  accordance
     with  Article  III hereof, or this Agreement  provides  for,
     interest to be computed on the basis of the Eurodollar Rate.

          "Eurodollar  Reserve Percentage" of any Lender  or  its
     subparticipant, for each Interest Period for each Eurodollar
     Rate Advance, means the reserve percentage applicable during
     such  Interest  Period (or if more than one such  percentage
     shall   be  so  applicable,  the  daily  average   of   such
     percentages  for those days in such Interest  Period  during
     which  any  such  percentage shall be so  applicable)  under
     Regulation D or other regulations issued from time  to  time
     by  the Board of Governors of the Federal Reserve System (or
     any   successor)   for  determining  the   maximum   reserve
     requirement  (including, without limitation, any  emergency,
     supplemental or other marginal reserve requirement,  without
     benefit  of or credit for proration, exemptions or  offsets)
     for  such  Lender  or  its subparticipant  with  respect  to
     liabilities   or   assets   consisting   of   or   including
     Eurocurrency  Liabilities  having  a  term  equal  to   such
     Interest Period.

          "Event  of  Default"  has  the  meaning  specified   in
     Section 8.01 hereof.

          "Existing  Credit Facility" means the  credit  facility
     provided   under   the  Credit  Agreement,   dated   as   of
     November  16,  2001,  among NU, the lenders  party  thereto,
     Union   Bank,  as  administrative  agent  for  the   lenders
     thereunder, and Bank One, NA, as fronting bank thereunder.

          "Existing LCs" means letters of credit (i) issued under
     the Existing Credit Facility; (ii) outstanding and available
     to  be drawn as of the Closing Date; and (iii) identified on
     Schedule III hereto.

          "Expiration  Date" means, with respect to a  Letter  of
     Credit, its stated expiration date.

          "Extension  of Credit" means the making of any  Advance
     or the issuance or amendment (including, without limitation,
     an extension or renewal) of a Letter of Credit.

          "Federal   Funds  Rate"  means,  for  any   period,   a
     fluctuating interest rate per annum equal to, for  each  day
     during  such  period, the weighted average of the  rates  on
     overnight  Federal funds transactions with  members  of  the
     Federal Reserve System arranged by Federal funds brokers, as
     published on the next succeeding Business Day by the Federal
     Reserve  Bank  of  New  York, or, if such  rate  is  not  so
     published for any day that is a Business Day, the average of
     the quotations for such day on such transactions received by
     the Administrative Agent from three Federal funds brokers of
     recognized standing selected by it.

          "Fee  Letter"  means  that  certain  Fee  Letter  dated
     October  3,  2002  among  NU,  CL&P,  WMECO,  Yankee,  PSNH,
     Barclays  Bank  PLC, Union Bank, Banc One  Capital  Markets,
     Inc., Salomon Smith Barney Inc. and Citibank, N.A.

          "FERC" means the Federal Energy Regulatory Commission.

          "Financial  Statements"  means,  with  respect  to  the
     Borrower  and  each Principal Subsidiary,  (i)  the  audited
     consolidated balance sheet of such Person as at December 31,
     2001, (ii) the unaudited consolidated balance sheet of  such
     Person  as  at June 30, 2002, (iii) the audited consolidated
     statements of income and cash flows of such Person  for  the
     Fiscal  Year ended December 31, 2000 and (iv) the  unaudited
     consolidated  statements of income and cash  flows  of  such
     Person  for the 6-month period ended June 30, 2002, in  each
     case as included in such Person's Annual Report on Form 10-K
     for  the  Fiscal Year ended December 31, 2001  or  Quarterly
     Report  on Form 10-Q for the Fiscal Quarter ended  June  30,
     2002.

          "First  Mortgage Indenture" means, (i) in the  case  of
     CL&P, the Indenture of Mortgage and Deed of Trust, dated  as
     of  May  1,  1921,  from CL&P to Bankers Trust  Company,  as
     trustee,   as   previously   and   hereafter   amended   and
     supplemented, (ii) in the case of Yankee, the  Indenture  of
     Mortgage  and  Deed  of Trust, dated as  of  July  1,  1989,
     between  Yankee  and  The  Connecticut  National  Bank,   as
     trustee, as in effect on the date hereof and as amended  and
     supplemented from time to time, (iii) in the case of  WMECO,
     any  first  mortgage indenture entered into after  the  date
     hereof on substantially the terms of the Old WMECO Indenture
     and  covering substantially the same collateral, so long  as
     such indenture and the lien created thereby are approved  by
     the   Massachusetts  Department  of  Telecommunications  and
     Energy,  (iv) in the case of NGC, the Indenture of  Mortgage
     and Deed of Trust, dated as of October 18, 2001, between NGC
     and  The  Bank  of  New  York, as trustee,  as  amended  and
     supplemented from time to time, and (v) in the case of PSNH,
     the  First Mortgage Indenture, dated as of August 15,  1978,
     between  PSNH  and  First Union National Bank  as  successor
     trustee,   as   previously   and   hereafter   amended   and
     supplemented.

          "Fiscal  Quarter"  means  a period  of  three  calendar
     months  ending on the last day of March, June, September  or
     December, as the case may be.

          "Fiscal Year" means a period of twelve calendar  months
     ending on the last day of December.

          "Fronting Bank" means Bank One, NA and any other Lender
     having  a long-term credit rating acceptable to the Borrower
     that   delivers   an  instrument  in  form   and   substance
     satisfactory  to  the Borrower and the Administrative  Agent
     whereby  such other Lender agrees to act as "Fronting  Bank"
     hereunder.

          "Governmental   Approval"  means   any   authorization,
     consent,  approval, license, permit, certificate,  exemption
     of,   or  filing  or  registration  with,  any  governmental
     authority  or  other  legal or regulatory  body  (including,
     without  limitation, the Securities and Exchange Commission,
     the FERC, the Nuclear Regulatory Commission, the Connecticut
     Department  of  Public Utility Control,  the  New  Hampshire
     Public Utilities Commission and the Massachusetts Department
     of  Telecommunications  and Energy) required  in  connection
     with  either  (i) the execution, delivery or performance  of
     any  Loan Document, or (ii) the nature of the Borrower's  or
     any  Subsidiary's business as conducted or the nature of the
     property owned or leased by it.

          "Hazardous  Substance" means any  waste,  substance  or
     material identified as hazardous, dangerous or toxic by  any
     office,  agency,  department, commission, board,  bureau  or
     instrumentality of the United States of America  or  of  the
     State  or  locality in which the same is located  having  or
     exercising  jurisdiction  over  such  waste,  substance   or
     material.

          "Indemnified Person" has the meaning assigned  to  that
     term in Section 10.04(b) hereof.

          "Information   Memorandum"   means   the   confidential
     Information  Memorandum, dated October, 2002, regarding  the
     credit facility to be provided to the Borrower hereunder, as
     distributed  to  the Administrative Agent and  the  Lenders,
     including, without limitation, all schedules and attachments
     thereto.

          "Interest Period" has the meaning assigned to that term
     in Section 3.05(a) hereof.

          "L/C  Commitment  Amount" equals $250,000,000,  as  the
     same  may  be reduced permanently from time to time pursuant
     to Section 2.04 hereof.

          "Lender  Assignment" means an assignment and acceptance
     entered  into by a Lender and an assignee, and  accepted  by
     the  Administrative  Agent,  in substantially  the  form  of
     Exhibit 10.07 hereto.

          "Lenders"  means the financial institutions  listed  on
     the  signature  pages hereof, and each assignee  that  shall
     become a party hereto pursuant to Section 10.07.

          "Letter  of  Credit"  has  the  meaning  set  forth  in
     Section 2.02(a).

          "Letter of Credit Request" has the meaning set forth in
     Section 2.02(d).

          "Lien"  means, with respect to any asset  or  property,
     any  mortgage,  lien, pledge, charge, security  interest  or
     encumbrance  of  any  kind  in  respect  of  such  asset  or
     property.   For the purposes of this Agreement, a Person  or
     any of its Subsidiaries shall be deemed to own subject to  a
     Lien any asset that it has acquired or holds subject to  the
     interest  of  a vendor or lessor under any conditional  sale
     agreement, capital lease or other title retention  agreement
     relating to such asset.

          "Loan Documents" means this Agreement and the Notes.

          "Majority  Lenders" means on any date of determination,
     Lenders who, collectively, on such date (i) have Percentages
     in  the  aggregate  of  at least 66-2/3%  and  (ii)  if  the
     Commitments have been terminated, hold at least  66-2/3%  of
     the  then  aggregate  Outstanding Credits  of  the  Lenders.
     Determination  of  those  Lenders  satisfying  the  criteria
     specified above for action by the Majority Lenders shall  be
     made by the Administrative Agent and shall be conclusive and
     binding on all parties absent manifest error.

          "Moody's" means Moody's Investors Service, Inc., or any
     successor thereto.

          "NGC" means Northeast Generation Company, a corporation
     organized under the laws of the State of Connecticut.

          "Note"  means  a  Contract Note,  as  may  be  amended,
     supplemented or otherwise modified from time to time.

          "Notice of Contract Borrowing" has the meaning assigned
     to that term in Section 3.01 hereof.

          "NU"  has  the  meaning assigned to that  term  in  the
     caption to this Agreement.

          "NU  System Money Pool" means the money pool  described
     in  the  application/declaration,  as  amended,  of  NU  and
     certain  of its Subsidiaries, filed with the Securities  and
     Exchange  Commission in File No. 70-9755,  as  amended  from
     time to time.

          "NUSCO"  means Northeast Utilities Service  Company,  a
     Connecticut corporation.

          "Old   WMECO   Indenture"  means  the  First   Mortgage
     Indenture and Deed of Trust dated as of August 1, 1954, from
     WMECO  to  State Street Bank and Trust Company, as successor
     trustee, as amended and supplemented.

          "Other Taxes" has the meaning assigned to that term  in
     Section 4.05(b)

          "Outstanding   Credits"   mean,   on   any   date    of
     determination,  an  amount  equal  to  (i)   the   aggregate
     principal  amount  of all Contract Advances  outstanding  on
     such  date  plus  (ii) the aggregate Stated  Amount  of  all
     issued  but  undrawn Letters of Credit outstanding  on  such
     date  plus  (iii)  the  aggregate  amount  of  Reimbursement
     Obligations   outstanding  on  such   date   (exclusive   of
     Reimbursement   Obligations   that,   on   such   date    of
     determination, are repaid with the proceeds  of  a  Contract
     Advance made in accordance with Section 2.02(h)(ii), to  the
     extent  the  principal amount of such  Contract  Advance  is
     included  in  the  determination of the aggregate  principal
     amount  of all outstanding Contract Advances as provided  in
     clause  (i) of this definition).  The "Outstanding  Credits"
     of  a Lender on any date of determination shall be an amount
     equal  to the outstanding Advances made by such Lender  plus
     the  amount  of  such  Lender's  participatory  interest  in
     outstanding Letters of Credit and Reimbursement Obligations.

          "Parent Support Obligation" means, without duplication,
     any  obligation  of  the Borrower under direct  or  indirect
     guaranties  in  respect of, and obligations  (contingent  or
     otherwise) to purchase or otherwise acquire, or otherwise to
     assure  a  creditor against loss in respect of, indebtedness
     or  obligations  of  others  of the  kinds  referred  to  in
     clauses  (i)  through  (iii) and (v) of  the  definition  of
     "Debt", including any reimbursement obligation in respect of
     a  letter of credit, any recourse obligation in respect of a
     surety  or similar bond or other, similar obligation of  the
     Borrower  other  than a construction completion  or  similar
     performance guaranty as permitted hereunder issued on behalf
     of  Select  Energy Services, Inc. (formerly  known  as  HEC,
     Inc.).   The amount of each Parent Support Obligation  shall
     be  computed in good faith in accordance with the Borrower's
     then  applicable  mark-to-market and other  risk  management
     methods.

          "Participation Transfer Date" has the meaning  assigned
     to that term in Section 2.02(m).

          "Participation   Transfer  Period"  has   the   meaning
     assigned to that term in Section 2.02(m).

          "Payment  Date" means the date on which  payment  of  a
     Drawing is made by the Fronting Bank.

          "PBGC"  means the Pension Benefit Guaranty  Corporation
     (or any successor entity) established under ERISA.

          "Percentage"  means, in respect of any  Lender  on  any
     date  of  determination, the percentage obtained by dividing
     such  Lender's Commitment on such day by the  total  of  the
     Commitments  on  such day, and multiplying the  quotient  so
     obtained by 100%.

          "Person"  means an individual, partnership, corporation
     (including  a  business trust), limited  liability  company,
     joint  stock  company,  trust,  unincorporated  association,
     joint  venture  or  other entity, or  a  government  or  any
     political subdivision or agency thereof.

          "Principal  Subsidiary" shall mean CL&P,  WMECO,  PSNH,
     Select  Energy, Inc., NGC, Yankee and any other  Subsidiary,
     whether owned directly or indirectly by the Borrower, which,
     with respect to the Borrower and its Subsidiaries taken as a
     whole,  represents  at  least  ten  percent  (10%)  of   the
     Borrower's consolidated assets and ten percent (10%) of  the
     Borrower's consolidated net income (or loss).

          "PSNH" means Public Service Company of New Hampshire, a
     corporation  duly organized under the laws of the  State  of
     New Hampshire.

          "PUHCA" means the Public Utility Holding Company Act of
     1935, as amended.

          "Recipient"  has the meaning assigned to that  term  in
     Section 10.08 hereof.

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

          "Reference Banks" means Union Bank, Barclays  Bank  PLC
     and   Bank   One,  NA,  and  any  other  bank  or  financial
     institution   designated   by   the   Borrower    and    the
     Administrative  Agent  with the  approval  of  the  Majority
     Lenders to act as a Reference Bank hereunder.

          "Regulatory Asset" means, with respect to CL&P, PSNH or
     WMECO,   an   intangible  asset  established   by   statute,
     regulation  or  regulatory order  or  similar  action  of  a
     utility  regulatory  agency having jurisdiction  over  CL&P,
     PSNH  or WMECO, as the case may be, and included in the rate
     base  of  CL&P, PSNH or WMECO, as the case may be, with  the
     intention that such asset be amortized by rates over time.

          "Reimbursement  Obligation"  means  the  absolute   and
     unconditional  obligation of the Borrower to  reimburse  the
     Fronting Bank for any Drawing pursuant to Section 2.02(h).

          "S&P"  means  Standard and Poor's Ratings  Services,  a
     division  of  The  McGraw-Hill  Companies,  Inc.,   or   any
     successor thereto.

          "Stated  Amount" means the maximum amount available  to
     be drawn by a Beneficiary under a Letter of Credit.

          "Stranded   Cost  Recovery  Obligations"  means,   with
     respect  to  any Person, such Person's obligations  to  make
     principal,  interest  or other payments  to  the  issuer  of
     stranded cost recovery bonds pursuant to a loan agreement or
     similar  arrangement  whereby  the  issuer  has  loaned  the
     proceeds of such bonds to such Person.

          "Subsidiary"  shall mean, with respect  to  any  Person
     (the   "Parent"),  any  corporation,  association  or  other
     business  entity  of  which securities  or  other  ownership
     interests  representing 50% or more of the  ordinary  voting
     power  are,  at  the time as of which any  determination  is
     being made, owned or controlled by the Parent or one or more
     Subsidiaries of the Parent or by the Parent and one or  more
     Subsidiaries of the Parent.

          "Termination  Date"  means the  earliest  to  occur  of
     (i)  November  11,  2003, or such later date  to  which  the
     Termination  Date  shall  be  extended  in  accordance  with
     Section  2.05, (ii) the date of termination or reduction  in
     whole of the Commitments pursuant to Section 2.04 or 8.02 or
     (iii)  the  date  of  acceleration of  all  amounts  payable
     hereunder pursuant to Section 8.02.

          "Total  Capitalization" means, at any date, the sum  of
     (i)  Consolidated Debt of the Borrower and its Subsidiaries,
     (ii)  the  aggregate of the par value of, or stated  capital
     represented  by, the outstanding shares of  all  classes  of
     common  and  preferred  shares  of  the  Borrower  and   its
     Subsidiaries  and  (iii)  the consolidated  surplus  of  the
     Borrower  and  its Subsidiaries, paid-in, earned  and  other
     capital,   if  any,  in  each  case  as  determined   on   a
     consolidated  basis  in accordance with  generally  accepted
     accounting principles consistent with those applied  in  the
     preparation of the Borrower's Financial Statements.

          "Total  Commitment" means $350,000,000, or such  lesser
     amount  from  time to time as shall equal  the  sum  of  the
     Commitments.

          "Transferred Amount" has the meaning assigned  to  that
     term in Section 2.02(m).

          "Type" has the meaning assigned to such term (i) in the
     definition  of "Contract Advance" when used in such  context
     and (ii) in the definition of "Contract Borrowing" when used
     in such context.

          "Union  Bank" has the meaning assigned to that term  in
     the caption to this Agreement.

          "Unmatured   Default"   means   the   occurrence    and
     continuance of an event that, with the giving of  notice  or
     lapse of time or both, would constitute an Event of Default.

          "WMECO" means Western Massachusetts Electric Company, a
     corporation organized under the laws of the Commonwealth  of
     Massachusetts.

          "Yankee"   means   Yankee  Gas  Services   Company,   a
     corporation  duly organized under the laws of the  State  of
     Connecticut.

     SECTION 1.02. Computation of Time Periods.  In the computation
of  periods  of  time  under  this Agreement,  any  period  of  a
specified number of days or months shall be computed by including
the first day or month occurring during such period and excluding
the  last  such  day or month.  In the case of a period  of  time
"from"  a specified date "to" or "until" a later specified  date,
the word "from" means "from and including" and the words "to" and
"until" each means "to but excluding".

     SECTION 1.03. Accounting Terms; Financial Statements.   All
accounting  terms  not  specifically  defined  herein  shall   be
construed   in  accordance  with  generally  accepted  accounting
principles  applied  on a basis consistent with  the  application
employed  in  the  preparation of the Financial Statements.   All
references  contained  herein to the Borrower's  or  a  Principal
Subsidiary's Annual Report on Form 10-K in respect  of  a  Fiscal
Year  or  Quarterly Report on Form 10-Q in respect  of  a  Fiscal
Quarter  shall  be deemed to include any exhibits  and  schedules
thereto,  including without limitation in the case of any  Annual
Report on Form 10-K, any "Annual Report" of the Borrower or  such
Principal Subsidiary referred to therein.

     SECTION 1.04. Computations of Outstandings.  Whenever reference
is  made in this Agreement to the principal amount of Outstanding
Credits  under  this Agreement on any date, such reference  shall
refer  to  the  aggregate  principal amount  of  all  Outstanding
Credits on such date after giving effect to (i) all Extensions of
Credit  to  be  made  on  such date and the  application  of  the
proceeds  thereof  and  (ii)  any  repayment  or  prepayment   of
Advances, and any payment of Reimbursement Obligations,  on  such
date by the Borrower.


                           ARTICLE II
                           COMMITMENTS

     SECTION 2.01. The Commitments.

     (a)  Each Lender severally agrees, on the terms and conditions
hereinafter set forth, to make Advances to the Borrower from time
to  time  on any Business Day during the period from the  Closing
Date  until the Termination Date, in an aggregate amount  not  to
exceed on any day such Lender's Available Commitment.  Within the
limits  of  such Lender's Available Commitment, the Borrower  may
request  Advances hereunder, repay or prepay Advances and utilize
the  resulting increase in the Available Commitments for  further
Advances in accordance with the terms hereof.

     (b)  In no event shall the Borrower be entitled to request or
receive any Advance under subsection (a) that would cause the
aggregate principal amount advanced pursuant thereto to exceed
the Available Commitments.  In no event shall the Borrower be
entitled to request or receive any Advance that would cause the
total principal amount of all Outstanding Credits to exceed the
Total Commitment.

     SECTION 2.02. Letters of Credit

     (a)   Agreement of Fronting Bank.  Subject to the terms  and
conditions of this Agreement, the Fronting Bank agrees  to  issue
and amend (including, without limitation, to extend or renew) for
the  account of the Borrower or any Subsidiary thereof (each such
Person, an "Account Party") one or more standby letters of credit
(individually,  a  "Letter  of  Credit"  and  collectively,   the
"Letters of Credit") from and including the Closing Date  to  the
Termination Date, up to a maximum aggregate Stated Amount at  any
one  time  outstanding equal to the L/C Commitment  Amount  minus
Reimbursement Obligations outstanding at such time,  each  having
an  Expiration  Date on or prior to 364 days after  the  Date  of
Issuance  of such Letter of Credit; provided, however,  that  the
Fronting  Bank  will not issue or amend a Letter  of  Credit  if,
immediately following such issuance or amendment, (i) the  Stated
Amount  of  such Letter of Credit would (A) exceed the  Available
Commitments or (B) when aggregated with (1) the Stated Amounts of
all  other  outstanding Letters of Credit and (2) the outstanding
Reimbursement Obligations, exceed the L/C Commitment  Amount,  or
(ii)  the total principal amount of all Outstanding Credits would
exceed the Total Commitment.

     (b)    Termination.  The terms of each Letter of Credit shall
permit  unilateral termination of such Letter of  Credit  by  the
Fronting Bank on not more than 30 days' notice to the Beneficiary
thereof.   The  Fronting Bank shall not terminate any  Letter  of
Credit,  however, except only upon the occurrence and during  the
continuation  of an Event of Default, and then the Fronting  Bank
shall terminate such Letter of Credit if directed to do so by the
Majority Lenders.  Each Letter of Credit shall also provide  that
upon  its receipt of notice of such unilateral early termination,
the  Beneficiary thereof shall be entitled to make a Drawing  for
the  Stated  Amount thereof prior to the effective date  of  such
early termination.

     (c)  Forms.  Each Letter of Credit shall be in a form customarily
used  by  the  Fronting Bank or in such other form  as  has  been
approved  by  the  Fronting Bank.  At the  time  of  issuance  or
amendment, subject to the terms and conditions of this Agreement,
the  amount and the terms and conditions of each Letter of Credit
shall  be  subject  to  approval by the  Fronting  Bank  and  the
Borrower.

     (d)  Notice of Issuance; Application.  The Borrower shall give
the Fronting Bank and the Administrative Agent written notice (or
telephonic notice confirmed in writing) at least three Business
Days prior to the requested Date of Issuance of a Letter of
Credit, such notice to be in substantially the form of
Exhibit 2.02 hereto (a "Letter of Credit Request").  The Borrower
shall also execute and deliver such customary letter of credit
application forms as requested from time to time by the Fronting
Bank.  Such application forms shall indicate the identity of the
Account Party and that the Borrower is the "Applicant" or shall
otherwise indicate that the Borrower is the obligor in respect of
any Letter of Credit to be issued thereunder.  If the terms or
conditions of the application forms conflict with any provision
of this Agreement, the terms of this Agreement shall govern.

     (e)  Issuance.  Provided the Borrower has given the notice
prescribed by Section 2.02(d) and subject to the other terms and
conditions of this Agreement, including the satisfaction of the
applicable conditions precedent set forth in Article V, the
Fronting Bank shall issue the requested Letter of Credit on the
requested Date of Issuance as set forth in the applicable Letter
of Credit Request for the benefit of the stipulated Beneficiary
and shall deliver the original of such Letter of Credit to the
Beneficiary at the address specified in the notice.  At the
request of the Borrower, the Fronting Bank shall deliver a copy
of each Letter of Credit to the Borrower within a reasonable time
after the Date of Issuance thereof.  Upon the request of the
Borrower, the Fronting Bank shall deliver to the Borrower a copy
of any Letter of Credit proposed to be issued hereunder prior to
the issuance thereof.  The Administrative Agent shall promptly
notify each Lender of its pro rata share of each issued Letter of
Credit and the Expiration Date thereof.

     (f)  Notice of Drawing.  The Fronting Bank shall promptly notify
the Borrower by telephone, facsimile or other telecommunication
of any Drawing under a Letter of Credit.

     (g)  Payments.  The Borrower hereby agrees to pay to the Fronting
Bank, in the manner provided in subsection (h) below:

          (i)  on each Payment Date, an amount equal to the amount paid
     by the Fronting Bank under any Letter of Credit; and

          (ii) if any Drawing shall be reimbursed to the Fronting Bank
     after 12:00 noon (New York time) on the Payment Date, interest on
     any and all amounts required to be paid pursuant to clause (i) of
     this subsection (g) from and after the due date thereof until
     payment in full, payable on demand, at an annual rate of interest
     equal to 2.00% above the Administrative Agent's base rate as in
     effect from time to time.

     (h)  Method of Reimbursement.  The Borrower shall reimburse the
Fronting  Bank  for  each  Drawing under  any  Letter  of  Credit
pursuant to subsection (g) above in the following manner:

          (i)  the Borrower shall immediately reimburse the Fronting
     Bank in the manner described in Section 4.01; or

          (ii) if (A) the Borrower has not reimbursed the Fronting Bank
     pursuant to clause (i) above, (B) the applicable conditions to
     the making of a Contract Advance set forth in Articles II, III
     and V have been fulfilled, and (C) the Available Commitments in
     effect at such time exceed the amount of the Drawing to be
     reimbursed, the Borrower may reimburse the Fronting Bank for such
     Drawing with the proceeds of a Base Rate Advance or, if the
     conditions specified in the foregoing clauses (A), (B) and (C)
     have been satisfied and a Notice of Contract Borrowing requesting
     a Eurodollar Rate Advance has been given in accordance with
     Section 3.01 three Business Days prior to the relevant Payment
     Date, with the proceeds of a Eurodollar Rate Advance.

     (i)  Nature of Fronting Bank's Duties.  In determining whether to
honor  any Drawing under any Letter of Credit, the Fronting  Bank
shall  be  responsible only to determine that the  documents  and
certificates required to be delivered under that Letter of Credit
have  been delivered and that they comply on their face with  the
requirements  of  that Letter of Credit.  The Borrower  otherwise
assumes all risks of the acts and omissions of, or misuse of  the
Letters  of Credit issued by the Fronting Bank by, the respective
Beneficiaries of such Letters of Credit.  In furtherance and  not
in  limitation  of the foregoing, but consistent with  applicable
law, the Fronting Bank shall not be responsible (i) for the form,
validity, sufficiency, accuracy, genuineness or legal effects  of
any  document  submitted  by any party  in  connection  with  the
application  for  and  issuance of any drawing  honored  under  a
Letter of Credit, even if it should in fact prove to be in any or
all  respects  invalid, insufficient, inaccurate,  fraudulent  or
forged;  (ii)  for the validity or sufficiency of any  instrument
transferring or assigning or purporting to transfer or assign any
such  Letter  of Credit, or the rights or benefits thereunder  or
proceeds  thereof, in whole or in part, which  may  prove  to  be
invalid   or  ineffective  for  any  reason;  (iii)  for  errors,
omissions, interruptions or delays in transmission or delivery of
any  messages,  by  mail, cable, telegraph, telex,  facsimile  or
otherwise, whether or not they be in cipher; (iv) for  errors  in
interpretation of technical terms; (v) for any loss or  delay  in
the  transmission or otherwise of any document required in  order
to  make  a  drawing  under any such Letter  of  Credit,  or  the
proceeds  thereof; (vi) for the misapplication by the Beneficiary
of  any  such Letter of Credit or of the proceeds of any  drawing
honored   under  such  Letter  of  Credit;  and  (vii)  for   any
consequences  arising  from  causes beyond  the  control  of  the
Fronting Bank.  None of the above shall affect, impair or prevent
the  vesting  of  any  of the Fronting Bank's  rights  or  powers
hereunder.  Not in limitation of the foregoing, any action  taken
or  omitted  to  be  taken  by  the Fronting  Bank  under  or  in
connection  with any Letter of Credit, whether in determining  to
honor  any Drawing under any Letter of Credit or otherwise, shall
not  create  against  the  Fronting Bank  any  liability  to  the
Borrower or any Lender, except for actions or omissions resulting
from  the  gross negligence or willful misconduct of the Fronting
Bank or any of its agents or representatives.

     (j)  Obligations of Borrower Absolute.  The obligation of the
Borrower to reimburse the Fronting Bank for Drawings honored
under the Letters of Credit issued by it shall be unconditional
and irrevocable and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances including,
without limitation, the following circumstances:

          (i)  any lack of validity or enforceability of any Letter
     of Credit;

          (ii) the existence of any claim, set-off, defense or other
     right that the Borrower, any Account Party or any Affiliate of
     the Borrower or any Account Party may have at any time against a
     Beneficiary or any transferee of any Letter of Credit (or any
     Persons or entities for whom any such Beneficiary or transferee
     may be acting), the Fronting Bank or any other Person, whether in
     connection with this Agreement, the transactions contemplated
     herein or any unrelated transaction;

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

          (iv) the surrender or impairment of any security for the
     performance or observance of any of the terms of any of the Loan
     Documents;

          (v)  any non-application or misapplication by the Beneficiary
     of the proceeds of any Drawing under a Letter of Credit; or

          (vi) the fact that an Unmatured Default or Event of Default shall
     have occurred and be continuing.

     No  payment made under this Section shall be deemed to be  a
waiver  of  any claim the Borrower may have against the  Fronting
Bank or any other Person.

     (k)  Participations by Lenders.  By the issuance of a Letter of
Credit and without any further action on the part of the Fronting
Bank  or  any Lender in respect thereof, the Fronting Bank  shall
hereby  be deemed to have granted to each Lender, and each Lender
shall  hereby be deemed to have acquired from the Fronting  Bank,
an  undivided interest and participation in such Letter of Credit
(including  any letter of credit issued by the Fronting  Bank  in
substitution  or exchange for such Letter of Credit  pursuant  to
the  terms  thereof)  equal to such Lender's  Percentage  of  the
Stated  Amount  of  such  Letter of Credit,  effective  upon  the
issuance  of  such  Letter of Credit.  In  consideration  and  in
furtherance  of the foregoing, each Lender hereby absolutely  and
unconditionally agrees to pay to the Fronting Bank, in accordance
with  this  subsection  (k),  such Lender's  Percentage  of  each
payment  made  by the Fronting Bank in respect of an unreimbursed
Drawing under a Letter of Credit.  The Fronting Bank shall notify
the  Administrative  Agent  of the amount  of  such  unreimbursed
Drawing  honored by it not later than (x) 12:00  noon  (New  York
time) on the date of payment of a draft under a Letter of Credit,
if such payment is made at or prior to 11:00 a.m. (New York time)
on such day, and (y) the close of business (New York time) on the
date  of  payment  of a draft under a Letter of Credit,  if  such
payment is made after 11:00 a.m. (New York time) on such day, and
the Administrative Agent shall notify each Lender of the date and
amount  of such unreimbursed Drawing under such Letter of  Credit
honored  by  the  Fronting Bank and the amount of  such  Lender's
Percentage therein no later than (1) 1:00 p.m. (New York time) on
such  day, if such payment is made at or prior to 11:00 a.m. (New
York time) on such day, and (2) 11:00 a.m. (New York time) on the
next  following Business Day, if such payment is made after 11:00
a.m.  (New York time) on such day.  Not later than 2:00 p.m. (New
York  time) on the date of receipt of a notice of an unreimbursed
Drawing  by  a Lender, such Lender agrees to pay to the  Fronting
Bank  an  amount  equal  to  the product  of  (A)  such  Lender's
Percentage and (B) the amount of the payment made by the Fronting
Bank in respect of such unreimbursed Drawing.

     If  payment  of  the amount due pursuant  to  the  preceding
sentence from a Lender is received by the Fronting Bank after the
close  of  business on the date it is due, such Lender agrees  to
pay  to  the Fronting Bank, in addition to (and along  with)  its
payment  of  the  amount due pursuant to the preceding  sentence,
interest on such amount at a rate per annum equal to (i) for  the
period  from and including the date such payment is  due  to  but
excluding  the second succeeding Business Day, the Federal  Funds
Rate,  and  (ii)  for  the period from and including  the  second
Business  Day  succeeding the date such payment  is  due  to  but
excluding  the  date on which such amount is paid  in  full,  the
Federal Funds Rate plus 2.00%.

     (l)  Obligations of Lenders Absolute.  Each Lender acknowledges
and agrees that (i) its obligation to acquire a participation  in
the Fronting Bank's liability in respect of the Letters of Credit
and  (ii)  its obligation to make the payments specified  herein,
and  the right of the Fronting Bank to receive the same,  in  the
manner specified herein, are absolute and unconditional and shall
not  be  affected  by  any  circumstances whatsoever,  including,
without  limitation, (A) the occurrence and  continuance  of  any
Event  of Default or any Unmatured Default; (B) any other  breach
or  default  by  the Borrower, the Administrative  Agent  or  any
Lender  hereunder; (C) any lack of validity or enforceability  of
any  Letter of Credit or this Agreement; (D) the existence of any
claim, setoff, defense or other right that the Lender may have at
any  time  against  the Borrower, any other  Account  Party,  any
Beneficiary,  the  Fronting Bank or any  other  Lender;  (E)  the
existence of any claim, setoff, defense or other right  that  the
Borrower  may  have  at  any time against  any  Beneficiary,  the
Fronting Bank, the Administrative Agent, any Lender or any  other
Person,  whether in connection with this Agreement or  any  other
documents contemplated hereby or any unrelated transactions;  (F)
any amendment or waiver of, or consent to any departure from, all
or  any  of  the  Letters of Credit or this  Agreement;  (G)  any
statement  or any document presented under any Letter  of  Credit
proving to be forged, fraudulent, invalid or insufficient in  any
respect  or  any statement therein being untrue or inaccurate  in
any respect; (H) payment by the Fronting Bank under any Letter of
Credit  against presentation of a draft or certificate that  does
not  comply with the terms of such Letter of Credit, so  long  as
such  payment is not the consequence of the Fronting Bank's gross
negligence or willful misconduct in determining whether documents
presented under a Letter of Credit comply with the terms thereof;
(I)  the  occurrence of the Termination Date; or  (J)  any  other
circumstance or happening whatsoever, whether or not  similar  to
any of the foregoing.  Nothing herein shall prevent the assertion
by  any  Lender  of  a  claim  by  separate  suit  or  compulsory
counterclaim,  nor  shall any payment  made  by  a  Lender  under
Section 2.02 hereof be deemed to be a waiver of any claim that  a
Lender may have against the Fronting Bank or any other Person.

     (m)  Proceeds of Reimbursements.  Upon receipt of a payment from
the Borrower pursuant to subsection (g) hereof, the Fronting Bank
shall promptly transfer to each Lender such Lender's pro rata
share (determined in accordance with such Lender's Percentage) of
such payment based on such Lender's pro rata share (determined as
aforesaid) of amounts previously paid pursuant to subsection (k),
above, and not previously transferred by the Fronting Bank
pursuant to this subsection (m); provided, however, that if a
Lender shall fail to pay to the Fronting Bank any amount required
by subsection (k) above by the close of business on the Business
Day following the date on which such payment was due from such
Lender, and the Borrower shall not have reimbursed the Fronting
Bank for such amount pursuant to subsection (g) hereof (such
unreimbursed amount being hereinafter referred to as a
"Transferred Amount"), the Fronting Bank shall be deemed to have
purchased, on such following Business Day (a "Participation
Transfer Date") from such Lender (a "Defaulting Lender"), a
participation in such Transferred Amount and shall be entitled,
for the period from and including the Participation Transfer Date
to the earlier of (i) the date on which the Borrower shall have
reimbursed the Fronting Bank for such Transferred Amount and (ii)
the date on which such Lender shall have reimbursed the Fronting
Bank for such Transferred Amount (the "Participation Transfer
Period"), to the rights, privileges and obligations of a "Lender"
under this Agreement with respect to such Transferred Amount, and
such Defaulting Lender shall not be deemed to be a Lender
hereunder, and shall not have any rights or interests of a Lender
hereunder, with respect to such Transferred Amount, and its
Percentage shall be reduced accordingly with the amount by which
such Percentage is reduced deemed held by the Fronting Bank
during the Participation Transfer Period; and provided further,
however, that if, at any time after the occurrence of a
Participation Transfer Date with respect to any Lender and prior
to the reimbursement by such Lender of the Fronting Bank with
respect to the related Transferred Amount pursuant to subsection
(k) above, the Fronting Bank shall receive any payment from the
Borrower pursuant to subsection (g) hereof, the Fronting Bank
shall not be obligated to pay any amounts to such Lender, and the
Fronting Bank shall retain such amounts (including, without
limitation, interest payments due from the Borrower pursuant to
subsection (g) hereof) for its own account as a Lender, provided
that all such amounts shall be applied in satisfaction of the
unpaid amounts (including, without limitation, interest payments
due from such Lender pursuant to subsection (k), above) due from
such Lender with respect to such Transferred Amount.

     If  at  any  time  after the occurrence of  a  Participation
Transfer  Date  with  respect to any Lender,  the  Administrative
Agent shall receive any payment from the Borrower for the account
of  such  Lender pursuant to this Agreement, if at  the  time  of
receipt  of such amounts by the Administrative Agent such  Lender
shall  not have reimbursed the Fronting Bank with respect to  the
related Transferred Amount pursuant to subsection (k) above,  the
Administrative  Agent  shall not pay any  such  amounts  to  such
Lender  but shall pay all such amounts to the Fronting  Bank  and
the  Fronting Bank shall retain such amounts for its own  account
as  a Lender and apply such amounts in satisfaction of the unpaid
amounts  (including,  without limitation, interest  payments  due
from  such Lender pursuant to subsection (k) above) due from such
Lender with respect to such Transferred Amount.

     All  payments  due  to the Lenders from  the  Fronting  Bank
pursuant to this subsection (m) shall be made to the Lenders  if,
as,  and, to the extent possible, when the Fronting Bank receives
payments  in  respect  of Drawings under the  Letters  of  Credit
pursuant to subsection (g) hereof, and in the same funds in which
such  amounts are received; provided that if any Lender  to  whom
the  Fronting Bank is required to transfer any such  payment  (or
any  portion  thereof) pursuant to this subsection (m)  does  not
receive such payment (or portion thereof) prior to (i) the  close
of  business  on  the  Business Day on which  the  Fronting  Bank
received  such  payment from the Borrower, if the  Fronting  Bank
received such payment prior to 1:00 p.m. (New York time) on  such
day,  or (ii) 1:00 p.m. (New York time) on the Business Day  next
succeeding  the Business Day on which the Fronting Bank  received
such  payment  from the Borrower, if the Fronting  Bank  received
such  payment  after 1:00 p.m. (New York time) on such  day,  the
Fronting  Bank  agrees  to pay to such  Lender,  along  with  its
payment  of  the  portion of such payment  due  to  such  Lender,
interest on such amount at a rate per annum equal to (1) for  the
period from and including the Business Day when such payment  was
required  to be made to the Lenders to but excluding  the  second
succeeding Business Day, the Federal Funds Rate and (ii) for  the
period from and including the second Business Day succeeding  the
Business  Day when such payment was required to be  made  to  the
Lenders to but excluding the date on which such amount is paid in
full,  the Federal Funds Rate plus 2.00%. The provisions of  this
subsection  (m) shall not affect or impair any of the obligations
under  this  Agreement of any Defaulting Lender to  the  Fronting
Bank,  all  of  which shall remain unaffected by any  default  in
payment by the Fronting Bank to such Defaulting Lender.

     If,  in connection with any case or other proceeding seeking
liquidation, reorganization or other relief with respect  to  the
Borrower  or its debts under any bankruptcy, insolvency or  other
similar  law  now  or hereafter in effect, or if  for  any  other
reason  whatsoever, the Fronting Bank shall be required to return
to  the Borrower or to a trustee, receiver, liquidator, custodian
or  other similar official all or any portion of any payments  to
the  Lenders pursuant to this subsection (m) or interest  thereon
(a  "Returned  Payment"), each Lender shall, upon demand  of  the
Fronting Bank, forthwith return to the Fronting Bank any  amounts
transferred  to  such  Lender by the  Fronting  Bank  in  respect
thereof  pursuant to this subsection (m) plus such  Lender's  pro
rata   share   (determined  in  accordance  with  such   Lender's
Percentage)  of  interest  (if any) that  the  Fronting  Bank  is
required  to pay to such trustee, receiver, liquidator, custodian
or other similar official with respect to any Returned Payment.

     (n)   Concerning the Fronting Bank.  The Fronting Bank  will
exercise  and give the same care and attention to the Letters  of
Credit  as  it gives to its other letters of credit  and  similar
obligations, and each Lender agrees that the Fronting Bank's sole
liability to each Lender shall be (i) to distribute promptly,  as
and  when  received by the Fronting Bank, and in accordance  with
the  provisions of subsection (m) above, such Lender's  pro  rata
share (determined in accordance with such Lender's Percentage) of
any  payments  to the Fronting Bank by the Borrower  pursuant  to
subsection (g) above in respect of Drawings under the Letters  of
Credit, (ii) to exercise or refrain from exercising any right  or
to take or to refrain from taking any action under this Agreement
or  any  Letter  of Credit as may be directed in writing  by  the
Majority  Lenders (or, when expressly required by  the  terms  of
this  Agreement, all of the Lenders) or the Administrative  Agent
acting  at  the  direction and on behalf of the Majority  Lenders
(or, when expressly required by the terms of this Agreement,  all
of  the  Lenders),  except to the extent required  by  the  terms
hereof  or  thereof or by applicable law, and (iii) as  otherwise
expressly  set  forth in this Section 2.02.   The  Fronting  Bank
shall  not  be  liable for any action taken  or  omitted  at  the
request  or  with  approval  of the Majority  Lenders  (or,  when
expressly  required by the terms of this Agreement,  all  of  the
Lenders) or of the Administrative Agent acting on behalf  of  the
Majority  Lenders (or, when expressly required by  the  terms  of
this Agreement, all of the Lenders) or for the nonperformance  of
the  obligations  of  any other party under this  Agreement,  any
Letter  of  Credit or any other document contemplated  hereby  or
thereby.   Without in any way limiting any of the foregoing,  the
Fronting  Bank  may  rely upon the advice of  counsel  concerning
legal matters and upon any written communication or any telephone
conversation  that  it believes to be genuine  or  to  have  been
signed,  sent  or  made by the proper Person  and  shall  not  be
required  to make any inquiry concerning the performance  by  the
Borrower,  any Beneficiary or any other Person of  any  of  their
respective  obligations and liabilities under or  in  respect  of
this  Agreement,  any  Letter of Credit or  any  other  documents
contemplated hereby or thereby.  The Fronting Bank shall not have
any  obligation to make any claim, or assert any Lien,  upon  any
property  held  by  the  Fronting  Bank  or  assert  any   offset
thereagainst  in  satisfaction  of  all  or  any  part   of   the
obligations of the Borrower hereunder; provided that the Fronting
Bank  shall,  if  so  directed by the  Majority  Lenders  or  the
Administrative Agent acting on behalf of and with the consent  of
the  Majority  Lenders, have an obligation to make  a  claim,  or
assert  a  Lien,  upon  property held by  the  Fronting  Bank  in
connection with this Agreement, or assert an offset thereagainst.

     The  Fronting Bank may accept deposits from, make  loans  or
otherwise extend credit to, and generally engage in any  kind  of
banking  or  trust  business with the  Borrower  or  any  of  its
Affiliates,  or  any other Person, and receive  payment  on  such
loans  or  extensions of credit and otherwise  act  with  respect
thereto  freely and without accountability in the same manner  as
if  this Agreement and the transactions contemplated hereby  were
not in effect.

     The  Fronting  Bank makes no representation or warranty  and
shall   have   no  responsibility  with  respect  to:   (i)   the
genuineness, legality, validity, binding effect or enforceability
of  this  Agreement  or any other documents contemplated  hereby;
(ii)  the  truthfulness, accuracy or performance of  any  of  the
representations,  warranties  or  agreements  contained  in  this
Agreement  or any other documents contemplated hereby; (iii)  the
collectibility of any amounts due under this Agreement; (iv)  the
financial condition of the Borrower or any other Person;  or  (v)
any act or omission of any Beneficiary with respect to its use of
any  Letter  of Credit or the proceeds of any Drawing  under  any
Letter of Credit.

     (o)  Indemnification of Fronting Bank by Lenders.  To the extent
that  the Fronting Bank is not reimbursed and indemnified by  the
Borrower  under  Section  10.04 hereof,  each  Lender  agrees  to
reimburse and indemnify the Fronting Bank on demand, pro rata  in
accordance with such Lender's Percentage, for and against any and
all   liabilities,   obligations,  losses,  damages,   penalties,
actions,  judgments, suits, costs, expenses or  disbursements  of
any kind or nature whatsoever that may be imposed on, incurred by
or  asserted against the Fronting Bank, in any way relating to or
arising out of this Agreement, any Letter of Credit or any  other
document  contemplated hereby or thereby, or any action taken  or
omitted  by  the Fronting Bank under or in connection  with  this
Agreement,   any   Letter  of  Credit  or  any   other   document
contemplated  hereby  or thereby; provided,  however,  that  such
Lender  shall  not be liable for any portion of such liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,
suits,  costs,  expenses  or  disbursements  resulting  from  the
Fronting  Bank's  gross  negligence or  willful  misconduct;  and
provided  further, however, that such Lender shall not be  liable
to  the Fronting Bank or any other Lender for the failure of  the
Borrower  to  reimburse the Fronting Bank for  any  drawing  made
under  a  Letter of Credit with respect to which such Lender  has
paid  the  Fronting Bank such Lender's pro rata share (determined
in   accordance  with  such  Lender's  Percentage),  or  for  the
Borrower's  failure  to  pay  interest  thereon.   Each  Lender's
obligations  under this subsection (o) shall survive the  payment
in  full  of  all amounts payable by such Lender under subsection
(k), above, and the termination of this Agreement and the Letters
of  Credit.  Nothing in this subsection (o) is intended to  limit
any  Lender's  reimbursement obligation contained  in  subsection
(k), above.

     (p)  Representations of Lenders.  As between the Fronting Bank
and the Lenders, by its execution and delivery of this Agreement
each Lender hereby represents and warrants solely to the Fronting
Bank that (i) it is duly organized and validly existing in good
standing under the laws of the jurisdiction of its formation, and
has full corporate power, authority and legal right to execute,
deliver and perform its obligations to the Fronting Bank under
this Agreement; and (ii) this Agreement constitutes its legal,
valid and binding obligation enforceable against it in accordance
with the terms hereof, except as such enforceability may be
limited by applicable bank organization, moratorium,
conservatorship or other laws now or hereafter in effect
affecting the enforcement of creditors rights in general and the
rights of creditors of banks, and except as such enforceability
may be limited by general principles of equity (whether
considered in a proceeding at law or in equity).

     (q)  Multiple Fronting Banks.  If there shall be more than one
Fronting Bank holding Outstanding Credits at any time hereunder,
each such Fronting Bank shall, with respect to the Letters of
Credit issued by it and the Reimbursement Obligations owing to
it, be regarded hereunder as the "Fronting Bank" and shall have
all the rights, interests, protections and obligations of the
"Fronting Bank" hereunder with respect to such Letters of Credit
and Reimbursement Obligations and all matters relating thereto.
Whenever any action may be, or is required to be, taken by the
Fronting Bank hereunder, each Fronting Bank may, or shall, take
such action only in respect of the Letters of Credit issued by it
and the Reimbursement Obligations owing to it.  Whenever the
consent of the Fronting Bank is required hereunder with respect
to any proposed action, the consent of each Fronting Bank holding
Outstanding Credits shall be required for such proposed action to
be taken.  Any notice to be provided to the Fronting Bank shall
be provided to each Fronting Bank holding Outstanding Credits,
and each such Fronting Bank shall have the right to request any
information, and take any other action, as the Fronting Bank is
permitted to do hereunder.  If at any time no Letters of Credit
and no Reimbursement Obligations are outstanding, then Bank One,
NA, in its capacity as Fronting Bank, shall have the sole right
and/or obligation to take any action or issue any consent that
the Fronting Bank may, or is required to, take or issue
hereunder.  The protections accorded the Fronting Bank hereunder
shall inure to the benefit of each Fronting Bank holding
Outstanding Credits from time to time hereunder, regardless of
whether the same are outstanding at the time as the benefits of
such protections are asserted.

     (r)  Existing Letters of Credit.  The Borrower hereby
acknowledges and agrees that each of the Existing LCs shall, from
and after the Closing Date, be deemed to be a "Letter of Credit"
issued under this Agreement for the account of the Borrower, and
the reimbursement obligations in respect of any drawing made by
the beneficiary with respect to any Existing LC shall, from and
after the Closing Date, constitute "Reimbursement Obligations" of
the Borrower under this Agreement, and the Outstanding Credits
shall be increased, and the Available Commitments shall be
decreased, by an amount equal to the stated amounts of the
Existing LCs upon the Closing Date.  Each of the Lenders
acknowledges and consents to the terms of this subsection (r).

     SECTION 2.03. Fees.

     (a)  The Borrower agrees to pay to the Administrative Agent for
the account of each Lender a facility fee (the "Facility Fee") on
the  amount of such Lender's Commitment (whether used or  unused)
at  the  Applicable  Facility Fee Rate, from  the  date  of  this
Agreement, in the case of each Bank, and from the effective  date
specified in the Lender Assignment pursuant to which it became  a
Lender,  in  the case of each other Lender, until the Termination
Date.   The  Facility  Fee  payable  by  the  Borrower  shall  be
calculated  and accrued daily and shall be payable  quarterly  in
arrears  on  the  last  day  of each December,  March,  June  and
September,  commencing the first such date following the  Closing
Date, with final payment payable on the Termination Date.

     (b)  The Borrower further agrees to pay the fees specified in the
Fee Letter (including the "Fronting Fee" referred to therein)
that are for its account to the parties entitled thereto,
together with such other fees as may be separately agreed to by
the Borrower and the other parties thereto or their respective
Affiliates.

     (c)  The Borrower shall pay to the Administrative Agent, for the
account of the Lenders, a fee in an amount equal to the then
Applicable Margin for outstanding Eurodollar Advances multiplied
by the Stated Amount of each Letter of Credit, in each case for
the number of days that such Letter of Credit is issued but
undrawn, payable quarterly in arrears on the last day of each
December, March, June and September, commencing the first such
date following the Closing Date, with final payment payable on
the Termination Date.

     SECTION 2.04. Reduction of the Commitments.  The Borrower may,
at  any  time, by providing at least three Business  Days'  prior
written notice to the Administrative Agent, terminate in whole or
reduce  in part the Commitments on a pro rata basis with  respect
to  each Lender; provided, that any such partial reduction  shall
be  in  a  minimum aggregate amount of $5,000,000 or an  integral
multiple of $1,000,000 in excess thereof; provided, further, that
the  Commitments  may not be reduced to an amount  that  is  less
than  the  aggregate  Stated  Amount of  outstanding  Letters  of
Credit.   Each such notice of termination or reduction  shall  be
irrevocable.   Subject  to the foregoing, any  reduction  of  the
Commitments  to  an amount that is lower than the L/C  Commitment
Amount  shall result in a reduction of the L/C Commitment  Amount
to the extent of such deficit.

     SECTION 2.05. Extension of the Termination Date.  Unless the
Termination  Date  shall have previously occurred  in  accordance
with its terms, at least 45 days but not more than 60 days before
the  Termination  Date, as then in effect, the Borrower  may,  by
notice  to  the  Administrative  Agent  (any  such  notice  being
irrevocable), request the Administrative Agent, the Fronting Bank
and  the  Lenders to extend the Termination Date for a period  of
364   days.   If  the  Borrower  shall  make  such  request,  the
Administrative Agent shall promptly inform the Fronting Bank  and
the  Lenders  thereof and, no later than 30  days  prior  to  the
Termination  Date  as  then in effect, the  Administrative  Agent
shall notify the Borrower in writing if the Fronting Bank and the
Lenders  consent  to  such request and  the  conditions  of  such
consent (including conditions relating to legal documentation and
evidence   of   the  obtaining  of  all  necessary   governmental
approvals).   The granting of any such consent shall  be  in  the
sole  and  absolute  discretion of the  Fronting  Bank  and  each
Lender,  and,  if the Fronting Bank or any Lender  shall  not  so
notify the Administrative Agent or,  if the Administrative  Agent
shall not so notify the Borrower, such lack of notification shall
be  deemed to be a determination not to consent to such  request.
No such extension shall occur unless the Fronting Bank and all of
the  Lenders consent in writing thereto (or, in the case  of  the
Lenders, if less than all the Lenders consent thereto, unless one
or  more  other existing Lenders, or one or more other banks  and
financial  institutions  acceptable  to  the  Borrower  and   the
Administrative  Agent, agree to assume all of the Commitments  of
the non-consenting Lenders).


                           ARTICLE III
                        CONTRACT ADVANCES

     SECTION  3.01. Contract Advances.  More than  one  Contract
Borrowing  may  be made on the same Business Day.  Each  Contract
Borrowing shall consist of Contract Advances of the same Type and
Interest Period made to the Borrower on the same Business Day  by
the  Lenders  ratably according to their respective  Commitments.
Each  Contract Borrowing shall be made on notice in substantially
the   form   of  Exhibit  3.01  hereto  (a  "Notice  of  Contract
Borrowing"),  delivered  by the Borrower  to  the  Administrative
Agent, by hand or facsimile, not later than 11:00 a.m. (New  York
City  time) (i) in the case of Eurodollar Rate Advances,  on  the
third  Business  Day prior to the date of the proposed  Borrowing
and  (ii)  in the case of Base Rate Advances, on the day  of  the
proposed  Borrowing.   Upon  receipt  of  a  Notice  of  Contract
Borrowing,  the  Administrative Agent shall  notify  the  Lenders
thereof promptly on the day so received.  Each Notice of Contract
Borrowing  shall specify therein: (i) the requested (A)  date  of
such  Borrowing,  (B)  principal  amount  and  Type  of  Advances
comprising  such  Borrowing and (C) initial Interest  Period  for
such  Advances;  and  (ii) the aggregate  amount  of  Outstanding
Credits  on  such  date  after giving  effect  to  such  proposed
Borrowing.   Each  proposed Borrowing shall  be  subject  to  the
satisfaction of the conditions precedent thereto as set forth  in
Article V hereof.

     SECTION 3.02. Terms Relating to the Making of Contract Advances.

     Notwithstanding  anything  in  Section  3.01  above  to  the
contrary:

          (i)  at no time shall more than twelve different Contract
     Borrowings be outstanding hereunder;

          (ii) each Contract Borrowing hereunder that is to be
     comprised of Base Rate Advances shall be in an aggregate
     principal amount of not less than $5,000,000 or an integral
     multiple of $1,000,000 in excess thereof, or such lesser amount
     as shall be equal to the total amount of the Available Commitments
     on such date, after giving effect to all other Contract Borrowings
     to be made to, or repaid or prepaid by, the Borrower on such date;
     and

          (iii) each Contract Borrowing hereunder that is to be
     comprised of Eurodollar Rate Advances shall be in an aggregate
     principal amount of not less than $5,000,000 or an increment of
     $1,000,000 in excess thereof.

     (b)  Each Notice of Borrowing shall be irrevocable and binding on
the Borrower.

     SECTION 3.03. Making of Advances.

     (a)  Each Lender shall, before 1:00 p.m. (New York City time) on
the date of such Borrowing, make available for the account of its
Applicable  Lending  Office to the Administrative  Agent  at  the
Administrative Agent's address referred to in Section  10.02,  in
same   day  funds,  such  Lender's  portion  of  such  Borrowing.
Contract  Advances  shall  be made  by  the  Lenders  ratably  in
accordance   with   their   several   Commitments.    After   the
Administrative Agent's receipt of such funds and upon fulfillment
of  the  applicable  conditions  set  forth  in  Article  V,  the
Administrative  Agent  will  make such  funds  available  to  the
Borrower at the Administrative Agent's aforesaid address.

     (b)  Unless the Administrative Agent shall have received notice
from a Lender prior to the time of any Borrowing that such Lender
will not make available to the Administrative Agent such Lender's
ratable portion of such Borrowing, the Administrative Agent may
assume that such Lender has made such portion available to the
Administrative Agent on the date of such Borrowing in accordance
with subsection (a) of this Section 3.03, and the Administrative
Agent may, in reliance upon such assumption, make available to
the Borrower a corresponding amount on such date.  If and to the
extent that any such Lender (a "non-performing Lender") shall not
have so made such ratable portion available to the Administrative
Agent, the non-performing Lender and the Borrower severally agree
to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day
from the date such amount is made available to the Borrower until
the date such amount is repaid to the Administrative Agent, at
(i) in the case of the Borrower, the interest rate applicable at
the time to Advances comprising such Borrowing and (ii) in the
case of such Lender, the Federal Funds Rate.  Nothing herein
shall in any way limit, waive or otherwise reduce any claims that
any party hereto may have against any non-performing Lender.
(c)  The failure of any Lender to make the Advance to be made by
it as part of any Borrowing shall not relieve any other Lender of
its obligation, if any, hereunder to make its Advance on the date
of such Borrowing, but no Lender shall be responsible for the
failure of any other Lender to make the Advance to be made by
such other Lender on the date of any Borrowing.

     SECTION 3.04. Repayment of Advances; Contract Notes.

     (a)   The Borrower shall repay the principal amount of  each
Advance made to it hereunder on the Termination Date.

     (b)  Any Lender may request that the Contract Advances made by it
be evidenced by a Contract Note.  Promptly upon receipt of such
request, the Borrower shall prepare, execute and deliver to such
Lender (or, if requested by such Lender, to such Lender and its
assignees) a Contract Note.  Thereafter, the Contract Advances
evidenced by such Contract Note and interest thereon shall at all
times (including after assignment pursuant to Section 10.07) be
represented by one or more Contract Notes payable to the order of
the payee named therein.

     SECTION 3.05. Interest.

     (a)  Interest Periods.

          (i)  The period commencing on the date of each Advance and ending
     on  the last day of the period selected by the Borrower with
     respect  to such Advance pursuant to the provisions of  this
     Section 3.05 is referred to herein as an "Interest Period".  The
     duration of each Interest Period shall be (i) in the case of any
     Eurodollar Rate Advance, one, two or three months and (ii) in the
     case of any Base Rate Advance, the period of time beginning on
     the date of the making of, or the conversion of an outstanding
     Advance into, such Advance and ending on the last day of March,
     June, September or December next following the date on which such
     Advance was made; provided, however, that no Interest Period may
     be selected by the Borrower if such Interest Period would end
     after the Termination Date.

          (ii) Subject to the terms and conditions of this Agreement, the
     initial Interest Period for any Advance made to the Borrower
     shall be determined by the Borrower as set forth in its Notice of
     Contract Borrowing with respect to such Advance.  The Borrower
     may elect to continue or convert one or more Advances of any Type
     and having the same Interest Period to one or more Advances of
     the same or any other Type and having the same or a different
     Interest  Period on the following terms and subject  to  the
     following conditions:

          (A)  Each continuation or conversion shall be made as to all
     Advances comprising a single Borrowing upon written notice given
     by  the Borrower to the Administrative Agent not later  than
     11:00 a.m. (New York City time) on the third Business Day prior
     to the date of the proposed continuation of or conversion, in the
     case  of  a continuation or conversion to a Eurodollar  Rate
     Advance,  or on the day of the proposed continuation  of  or
     conversion to a Base Rate Advance.  The Administrative Agent
     shall notify each Lender of the contents of such notice promptly
     after receipt thereof.  Each such notice shall specify therein
     the  following  information: (1) the date of  such  proposed
     continuation or conversion (which in the case of Eurodollar Rate
     Advances  shall be the last day of the Interest Period  then
     applicable  to such Advances to be continued or  converted),
     (2) the Type of, and Interest Period applicable to the Advances
     proposed  to  be continued or converted, (3)  the  aggregate
     principal  amount of Advances proposed to  be  continued  or
     converted, and (4) the Type of Advances to which such Advances
     are proposed to be continued or converted and the Interest Period
     to be applicable thereto.

          (B)  During the continuance of an Unmatured Default, the
     right of the Borrower to continue or convert Advances to
     Eurodollar Rate Advances shall be suspended, and all Eurodollar
     Rate Advances then outstanding shall be converted to Base Rate
     Advances on the last day of the Interest Period then in effect,
     if, on such day, an Unmatured Default shall be continuing.

          (C)  During the continuance of an Event of Default, the right
     of the Borrower to continue or convert Advances to Eurodollar Rate
     Advances shall be suspended, and upon the occurrence of an Event
     of Default, all Eurodollar Rate Advances then outstanding shall
     immediately, without further act by the Borrower, be converted to
     Base Rate Advances.

          (D)  If no notice of continuation or conversion is received by
     the Administrative Agent as provided in paragraph (A), above,
     with respect to any outstanding Advances on or before the third
     Business Day prior to the last day of the Interest Period then in
     effect for such Advances, the Administrative Agent shall treat
     such absence of notice as a deemed notice of continuation or
     conversion providing for such Advances to be continued as or
     converted to Base Rate Advances with an Interest Period of three
     months commencing on the last day of such Interest Period.

     (b)  Interest Rates.  The Borrower shall pay interest on the
unpaid  principal amount of each Advance owing  by  the  Borrower
from  the date of such Advance until such principal amount  shall
be  paid in full, at the Applicable Rate for such Advance (except
as  otherwise  provided  in  this  subsection  (b)),  payable  as
follows:

          (i)  Eurodollar Rate Advances.  If such Advance is a
     Eurodollar Rate Advance, interest thereon shall be payable on the
     last day of the Interest Period applicable thereto and on the
     Termination Date;  provided that during the continuance of any
     Event of Default, such Advance shall bear interest at a rate per
     annum equal at all times to 2% per annum above the Applicable Rate
     for such  Advance for such Interest Period, or, if  higher,  the
     Applicable Margin plus 2.0% per annum above the Applicable Rate
     in effect from time to time for Base Rate Advances.

          (ii) Base Rate Advances.  If such Advance is a Base Rate
     Advance, interest thereon shall be payable quarterly on the last
     day of each March, June, September and December and on the date
     such Base Rate Advance shall be paid in full; provided that during
     the continuance of any Event of Default, such Advance shall bear
     interest at a rate per annum equal at all times to 2% per annum
     above the Applicable Rate for such Advance for such Interest
     Period.

     (c) Other Amounts.  Except as otherwise provided in Section
2.02(g)(ii),  any other amounts payable hereunder  that  are  not
paid when due shall (to the fullest extent permitted by law) bear
interest,  from the date when due until paid in full, at  a  rate
per  annum  equal  at  all  times to 2.0%  per  annum  above  the
Applicable  Rate  in  effect from time  to  time  for  Base  Rate
Advances, payable on demand.

     (d)  Interest Rate Determinations.  The Administrative Agent
shall give prompt notice to the Borrower and the Lenders of the
Applicable Rate determined from time to time by the
Administrative Agent for each Contract Advance.  Each Reference
Bank agrees to furnish to the Administrative Agent timely
information for the purpose of determining the Eurodollar Rate
for any Interest Period.  If any one Reference Bank shall not
furnish such timely information, the Administrative Agent shall
determine such interest rate on the basis of the timely
information furnished by the other two Reference Banks.

                           ARTICLE IV
                            PAYMENTS

     SECTION 4.01. Payments and Computations.

     (a)  The Borrower shall make each payment hereunder not later
than  12:00 noon (New York City time) on the day when due in U.S.
Dollars  to the Administrative Agent or, with respect to payments
made  in respect of Reimbursement Obligations, the Fronting Bank,
at  its address referred to in Section 10.02 hereof, in same  day
funds.   The  Administrative Agent or the Fronting Bank,  as  the
case  may  be,  will promptly thereafter cause to be  distributed
like  funds relating to the payment of principal, interest,  fees
or  other  amounts  payable  to the Lenders,  to  the  respective
Lenders  to whom the same are payable, for the account  of  their
respective Applicable Lending Offices, in each case to be applied
in  accordance  with  the  terms of  this  Agreement.   Upon  its
acceptance   of  a  Lender  Assignment  and  recording   of   the
information  contained  therein  in  the  Register  pursuant   to
Section  10.07,  from and after the effective date  specified  in
such  Lender Assignment, the Administrative Agent or the Fronting
Bank,  as  the case may be, shall make all payments hereunder  in
respect  of the interest assigned thereby to the Lender  assignee
thereunder, and the parties to such Lender Assignment shall  make
all appropriate adjustments in such payments for periods prior to
such effective date directly between themselves.

     (b)  The Borrower hereby authorizes the Administrative Agent, the
Fronting Bank and each Lender, if and to the extent payment owed
to the Administrative, the Fronting Bank Agent or such Lender, as
the case may be, is not made when due hereunder, to charge from
time to time against any or all of the Borrower's accounts with
the Administrative Agent, the Fronting Bank or such Lender, as
the case may be, any amount so due.

     (c)  All computations of interest based on the Base Rate (except
when determined on the basis of the Federal Funds Rate) shall be
made on the basis of a year of 365 or 366 days, as the case may
be.  All computations of interest and other amounts payable
pursuant to Section 4.03 shall be made by the Lender claiming
such interest or other amount on the basis of a year of 360 days.
All other computations of interest, including computations of
interest based on the Eurodollar Rate, the Base Rate (when and if
determined on the basis of the Federal Funds Rate), and all
computations of fees and other amounts payable hereunder, shall
be made on the basis of a year of 360 days.  In each such case,
such computation shall be made for the actual number of days
(including the first day but excluding the last day) occurring in
the period for which such interest, fees or other amounts are
payable.  Each such determination by the Administrative Agent,
the Fronting Bank or a Lender shall be conclusive and binding for
all purposes, absent manifest error.

     (d)  Whenever any payment under any Loan Document shall be stated
to be due, or the last day of an Interest Period hereunder shall
be stated to occur, on a day other than a Business Day, such
payment shall be made, and the last day of such Interest Period
shall occur, on the next succeeding Business Day, and such
extension of time shall in such case be included in the
computation of payment of interest and fees hereunder; provided,
however, that if such extension would cause payment of interest
on, or principal of, Eurodollar Rate Advances to be made, or the
last day of an Interest Period for a Eurodollar Rate Advance to
occur, in the next following calendar month, such payment shall
be made on the next preceding Business Day and such reduction of
time shall in such case be included in the computation of payment
of interest hereunder.

     (e)  Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due
to the Lenders hereunder that the Borrower will not make such
payment in full, the Administrative Agent may assume that the
Borrower has made such payment in full to the Administrative
Agent on such date and the Administrative Agent may, in reliance
upon such assumption, cause to be distributed to each Lender on
such due date an amount equal to the amount then due such Lender.
If and to the extent the Borrower shall not have so made such
payment in full to the Administrative Agent, such Lender shall
repay to the Administrative Agent forthwith on demand such amount
distributed to such Lender, together with interest thereon, for
each day from the date such amount is distributed to such Lender
until the date such Lender repays such amount to the
Administrative Agent, at the Federal Funds Rate.

     SECTION 4.02. Prepayments.

     (a)  The Borrower shall not have any right to prepay any Contract
Advances  except  in  accordance with subsections  (b)  and  (c),
below.

     (b)  The Borrower may, (i) in the case of Eurodollar Rate
Advances, upon at least three Business Day's written notice to
the Administrative Agent (such notice being irrevocable) and
(ii) in the case of Base Rate Advances, upon notice not later
than 11:00 a.m. on the date of the proposed prepayment to the
Administrative Agent (such notice being irrevocable), stating the
proposed date and aggregate principal amount of the prepayment,
and if such notice is given, the Borrower shall, prepay Contract
Advances comprising part of the same Borrowing, in whole or
ratably in part, together with accrued interest to the date of
such prepayment on the principal amount prepaid and any amounts
owing in connection therewith pursuant to Section 4.03(d);
provided, however, that each partial prepayment shall be in an
aggregate principal amount not less than $5,000,000 or an
integral multiple of $1,000,000 in excess thereof.

     (c)  If at any time, the aggregate principal amount of
Outstanding Credits shall exceed the Total Commitment, the
Borrower shall forthwith prepay so much of the outstanding
Advances,  and/or pay to the Administrative Agent an amount in
immediately available funds (which funds shall be held as
collateral pursuant to arrangements satisfactory to the
Administrative Agent) equal to so much of the amount available
for drawing under the Letters of Credit outstanding at such time,
as shall result in the amount of Outstanding Credits minus the
amount of funds so held as collateral being less than or equal to
the Total Commitment at such time.  All prepayments pursuant to
this subsection (c) shall be effected from outstanding Contract
Advances comprising part of the same Borrowing or Borrowings and
shall be accompanied by payment of accrued interest to the date
of such prepayment on the principal amount prepaid and any
amounts owing in connection therewith pursuant to Section
4.03(d).

     SECTION 4.03. Yield Protection.

     (a)   Change  in Circumstances.  Notwithstanding  any  other
provision  herein, if after the date hereof; the adoption  of  or
any   change  in  applicable  law  or  regulation   or   in   the
interpretation  or  administration thereof  by  any  governmental
authority  charged  with  the  interpretation  or  administration
thereof (whether or not having the force of law) shall (i) change
the  basis  of taxation of payments to the Fronting Bank  or  any
Lender  of  the  principal of or interest on any Eurodollar  Rate
Advance  made by such Lender or any fees or other amounts payable
hereunder (other than changes in respect of taxes imposed on  the
overall  net income of the Fronting Bank or such Lender,  or  its
Applicable  Lending  Office, by the  jurisdiction  in  which  the
Fronting Bank or such Lender has its principal office or in which
such  Applicable  Lending Office is located or by  any  political
subdivision  or taxing authority therein), or (ii) shall  impose,
modify or deem applicable any reserve, special deposit or similar
requirement against letters of credit (or participatory interests
therein)  issued by, commitments or assets of, deposits  with  or
for  the account of, or credit extended by, the Fronting Bank  or
such  Lender, or (iii) shall impose on the Fronting Bank or  such
Lender  any other condition affecting this Agreement, the Letters
of  Credit or participatory interests therein or Eurodollar  Rate
Advances, and the result of any of the foregoing shall be (A)  to
increase the cost to the Fronting Bank or such Lender of issuing,
maintaining or participating in this Agreement or the  Letter  of
Credit  or of agreeing to make, making or maintaining any Advance
or  (B) to reduce the amount of any sum received or receivable by
the Fronting Bank or such Lender hereunder (whether of principal,
interest  or  otherwise),  then the  Borrower  will  pay  to  the
Fronting Bank or such Lender, upon demand, such additional amount
or  amounts  as will compensate the Fronting Bank or such  Lender
for such additional costs incurred or reduction suffered.

     (b)  Capital.  If the Fronting Bank or any Lender shall have
determined that any change after the date hereof in any law,
rule, regulation or guideline adopted pursuant to or arising out
of the July 1988 report of the Basle Committee on Banking
Regulations and Supervisory Practices entitled "International
Convergence of Capital Measurement and Capital Standards", or the
adoption after the date hereof of any law, rule, regulation or
guideline regarding capital adequacy, or any change in any of the
foregoing or in the interpretation or administration of any of
the foregoing by any governmental authority, central bank or
comparable agency charged with the interpretation or
administration thereof, or compliance by the Fronting Bank or any
Lender (or any Applicable Lending Office of the Fronting Bank or
such Lender), or any holding company of any such entity, with any
request or directive regarding capital adequacy (whether or not
having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect (i) of reducing
the rate of return on such entity's capital or on the capital of
such entity's holding company, if any, as a consequence of this
Agreement, the Letters of Credit or such entity's participatory
interest therein, any Commitment hereunder or the portion of the
Advances made by such entity pursuant hereto to a level below
that which such entity or such entity's holding company could
have achieved, but for such applicability, adoption, change or
compliance (taking into consideration such entity's policies and
the policies of such entity's holding company with respect to
capital adequacy), or (ii) of increasing or otherwise determining
the amount of capital required or expected to be maintained by
such entity or such entity's holding company based upon the
existence of this Agreement, the Letters of Credit or such
entity's participatory interest therein, any Commitment
hereunder, the portion of the Advances made by such entity
pursuant hereto and other similar such credits, participations,
commitments, agreements or assets, then from time to time the
Borrower shall pay to the Fronting Bank or such Lender, upon
demand, such additional amount or amounts as will compensate such
entity or such entity's holding company for any such reduction or
allocable capital cost suffered.

     (c)  Eurodollar Reserves.  The Borrower shall pay to each Lender
upon demand, so long as such Lender shall be required under
regulations of the Board of Governors of the Federal Reserve
System to maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency Liabilities, additional
interest on the unpaid principal amount of each Eurodollar Rate
Advance of such Lender to the Borrower, from the date of such
Advance until such principal amount is paid in full, at an
interest rate per annum equal at all times to the remainder
obtained by subtracting (i) the Eurodollar Rate for the Interest
Period for such Advance from (ii) the rate obtained by dividing
such Eurodollar Rate by a percentage equal to 100% minus the
Eurodollar Reserve Percentage of such Lender for such Interest
Period.  Such additional interest shall be determined by such
Lender and notified to the Borrower and the Administrative Agent.

     (d)  Breakage Indemnity.  The Borrower shall indemnify each
Lender against any loss, cost or reasonable expense that such
Lender may sustain or incur as a consequence of (i) any failure
by the Borrower to fulfill on the date of any Borrowing or
conversion of Advances hereunder the applicable conditions
precedent set forth in Articles III and V, (ii) any failure by
the Borrower to borrow any, or convert any outstanding Advance
into a, Eurodollar Rate Advance hereunder after a Notice of
Contract Borrowing has been delivered pursuant to Section 3.01
hereof or after delivery of a notice of conversion pursuant to
Section 3.05(a)(ii) hereof, (iii) any payment, prepayment or
conversion of a Eurodollar Rate Advance required or permitted by
any other provision of this Agreement or otherwise made or deemed
made on a date other than the last day of the Interest Period
applicable thereto, (iv) any default in payment or prepayment of
the principal amount of any Eurodollar Rate Advance made to the
Borrower or any part thereof or interest accrued thereon, as and
when due and payable (at the due date thereof, by irrevocable
notice of prepayment or otherwise) or (v) the occurrence of any
Event of Default, including, in each such case, any loss or
reasonable expense sustained or incurred or to be sustained or
incurred in liquidating or employing deposits from third parties
acquired to effect or maintain such Advance or any part thereof
as a Eurodollar Rate Advance.  Such loss, cost or reasonable
expense shall include an amount equal to the excess, if any, as
reasonably determined by such Lender, of (A) its cost of
obtaining the funds for the Eurodollar Rate Advance being paid,
prepaid, converted or not borrowed for the period from the date
of such payment, prepayment, conversion or failure to borrow to
the last day of the Interest Period for such Advance (or, in the
case of a failure to borrow, the Interest Period for such Advance
that would have commenced on the date of such failure) over
(B) the amount of interest (as reasonably determined by such
Lender) that would be realized by such Lender in reemploying the
funds so paid, prepaid, converted or not borrowed for such period
or Interest Period, as the case may be.  For purposes of this
subsection (d), it shall be presumed that in the case of any
Eurodollar Rate Advance, each Lender shall have funded each such
Advance with a fixed-rate instrument bearing the rates and
maturities designated in the determination of the Applicable Rate
for such Advance.

     (e)  Notices.  A certificate of the Fronting Bank or any Lender
setting forth such entity's claim for compensation hereunder and
the amount necessary to compensate such entity or its holding
company pursuant to subsections (a) through (d) of this
Section 4.03 shall be submitted to the Borrower and the
Administrative Agent and shall be conclusive and binding for all
purposes, absent manifest error.  The Borrower shall pay the
Fronting Bank or such Lender directly the amount shown as due on
any such certificate within 10 days after its receipt of the
same.  The failure of any entity to provide such notice or to
make demand for payment under this Section 4.03 shall not
constitute a waiver of such entity's rights hereunder; provided
that such entity shall not be entitled to demand payment pursuant
to subsections (a) through (d) of this Section 4.03 in respect of
any loss, cost, expense, reduction or reserve, if such demand is
made more than one year following the later of such entity's
incurrence or sufferance thereof or such entity's actual
knowledge of the event giving rise to such entity's rights
pursuant to such subsections.  The Fronting Bank and each Lender
shall use reasonable efforts to ensure the accuracy and validity
of any claim made by it hereunder, but the foregoing shall not
obligate any such entity to assert any possible invalidity or
inapplicability of the law, rule, regulation, guideline or other
change or condition that shall have occurred or been imposed.

     (f)  Change in Legality.  Notwithstanding any other provision
herein, if the adoption of or any change in any law or regulation
or in the interpretation or administration thereof by any
governmental authority charged with the administration or
interpretation thereof shall make it unlawful for any Lender to
make or maintain any Eurodollar Rate Advance or to give effect to
its obligations as contemplated hereby with respect to any
Eurodollar Rate Advance, then, by written notice to the Borrower
and the Administrative Agent, such Lender may:

          (i)  declare that Eurodollar Rate Advances will not thereafter
     be made by such Lender hereunder, whereupon the right of the
     Borrower to select Eurodollar Rate Advances for any Borrowing or
     conversion shall be forthwith suspended until such Lender shall
     withdraw such notice as provided herein below or shall cease to
     be a Lender hereunder pursuant to Section 10.07(g) hereof; and

          (ii) require that all outstanding Eurodollar Rate Advances be
     converted to Base Rate Advances, in which event all Eurodollar
     Rate Advances shall be automatically converted to Base Rate
     Advances as of the effective date of such notice as provided
     herein below.

     Upon  receipt  of any such notice, the Administrative  Agent
shall  promptly notify the other Lenders.  Promptly upon becoming
aware  that the circumstances that caused such Lender to  deliver
such  notice  no  longer exist, such Lender shall deliver  notice
thereof  to the Borrower and the Administrative Agent withdrawing
such  prior  notice  (but the failure to do so  shall  impose  no
liability  upon  such  Lender).  Promptly upon  receipt  of  such
withdrawing  notice  from  such  Lender  (or  upon  such   Lender
assigning  all  of  its Commitments, Advances, participation  and
other  rights  and  obligations  under  the  Loan  Documents   in
accordance with Section 10.07(g)), the Administrative Agent shall
deliver  notice thereof to the Borrower and the Lenders and  such
suspension shall terminate.  Prior to any Lender giving notice to
the  Borrower  under this subsection (f), such Lender  shall  use
reasonable  efforts to change the jurisdiction of its  Applicable
Lending Office, if such change would avoid such unlawfulness  and
would not, in the sole determination of such Lender, be otherwise
disadvantageous  to such Lender.  Any notice to the  Borrower  by
any  Lender shall be effective as to each Eurodollar Rate Advance
on  the  last day of the Interest Period currently applicable  to
such  Eurodollar Rate Advance; provided that if such notice shall
state  that the maintenance of such Advance until such  last  day
would be unlawful, such notice shall be effective on the date  of
receipt by the Borrower and the Administrative Agent.

     (g)  Market Rate Disruptions.  If (i) fewer than two Reference
Banks furnish timely information to the Administrative Agent  for
determining  the Eurodollar Rate for Eurodollar Rate Advances  in
connection  with any proposed Borrowing or (ii) if  the  Majority
Lenders shall notify the Administrative Agent that the Eurodollar
Rate  will  not  adequately reflect the  cost  to  such  Majority
Lenders  of  making,  funding  or  maintaining  their  respective
Eurodollar Rate Advances, the right of the Borrower to select  or
receive  Eurodollar  Rate Advances for  any  Borrowing  shall  be
forthwith  suspended until the Administrative Agent shall  notify
the  Borrower and the Lenders that the circumstances causing such
suspension no longer exist, and until such notification from  the
Administrative Agent, each requested Borrowing of Eurodollar Rate
Advances hereunder shall be deemed to be a request for Base  Rate
Advances.

     (h)  Rights of Participants.  Any participant in a Lender's
interests hereunder may assert any claim for yield protection
under Section 4.03 that it could have asserted if it were a
Lender hereunder.  If such a claim is asserted by any such
participant, it shall be entitled to receive such compensation
from the Borrower as a Lender would receive in like
circumstances; provided, however, that with respect to any such
claim, the Borrower shall have no greater liability to the Lender
and its participant, in the aggregate, than it would have had to
the Lender alone had no such participation interest been created.

     SECTION 4.04. Sharing of Payments, Etc.  If any Lender shall
obtain  any payment (whether voluntary, involuntary, through  the
exercise of any right of set-off, or otherwise, but excluding any
proceeds  received  by assignments or sales of  participation  in
accordance with Section 10.07 hereof to a Person that is  not  an
Affiliate of the Borrower) on account of the Advances owing to it
(other  than  pursuant to Section 4.03 hereof) in excess  of  its
ratable share of payments on account of the Advances obtained  by
all  the  Lenders, such Lender shall forthwith purchase from  the
other Lenders such participation in the Advances owing to them as
shall  be necessary to cause such purchasing Lender to share  the
excess payment ratably with each of them; provided, however, that
if  all  or  any  portion  of such excess payment  is  thereafter
recovered  from such purchasing Lender, such purchase  from  each
Lender  shall  be rescinded and such Lender shall  repay  to  the
purchasing  Lender  the  purchase price to  the  extent  of  such
recovery  together with an amount equal to such Lender's  ratable
share  (according  to the proportion of (i) the  amount  of  such
Lender's required repayment to (ii) the total amount so recovered
from  the purchasing Lender) of any interest or other amount paid
or  payable  by  the purchasing Lender in respect  of  the  total
amount  so  recovered.  The Borrower agrees that  any  Lender  so
purchasing a participation from another Lender pursuant  to  this
Section  4.04  may,  to  the  fullest extent  permitted  by  law,
exercise all its rights of payment (including the right  of  set-
off)  with  respect to such participation as  fully  as  if  such
Lender were the direct creditor of the Borrower in the amount  of
such participation.  Notwithstanding the foregoing, if any Lender
shall  obtain any such excess payment involuntarily, such  Lender
may,  in  lieu of purchasing participation from the other Lenders
in  accordance with this Section 4.04, on the date of receipt  of
such   excess  payment,  return  such  excess  payment   to   the
Administrative   Agent  for  distribution  in   accordance   with
Section 4.01(a).

     SECTION 4.05. Taxes.

     (a)  All payments by or on behalf of the Borrower under any Loan
Document shall be made in accordance with Section 4.01, free  and
clear  of and without deduction for all present or future  taxes,
levies,  imposts,  deductions, charges or withholdings,  and  all
liabilities with respect thereto, excluding, in the case of  each
Lender,  the  Fronting Bank and the Administrative  Agent,  taxes
imposed on its overall net income, and franchise taxes imposed on
it,  by the jurisdiction under the laws of which such Lender, the
Fronting Bank or the Administrative Agent (as the case may be) is
organized or any political subdivision thereof and, in  the  case
of  each  Lender,  taxes imposed on its overall net  income,  and
franchise  taxes  imposed  on it, by  the  jurisdiction  of  such
Lender's  Applicable Lending Office or any political  subdivision
thereof   (all   such   non-excluded  taxes,   levies,   imposts,
deductions,   charges,   withholdings   and   liabilities   being
hereinafter  referred to as "Taxes").  If the Borrower  shall  be
required by law to deduct any Taxes from or in respect of any sum
payable under any Loan Document to any Lender, the Fronting  Bank
or  the  Administrative  Agent, (i)  the  sum  payable  shall  be
increased  as may be necessary so that after making all  required
deductions  (including deductions applicable to  additional  sums
payable  under this Section 4.05) such Lender, the Fronting  Bank
or  the  Administrative Agent (as the case may  be)  receives  an
amount  equal  to  the  sum it would have received  had  no  such
deductions  been  made,  (ii)  the  Borrower  shall   make   such
deductions  and  (iii) the Borrower shall  pay  the  full  amount
deducted to the relevant taxation authority or other authority in
accordance with applicable law.

     (b)  In addition, the Borrower agrees to pay any present or
future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies that arise from any payment made
by the Borrower under any Loan Document or from the execution,
delivery or registration of, or otherwise with respect to, any
Loan Document (hereinafter referred to as "Other Taxes").

     (c)  The Borrower hereby indemnifies each Lender, the Fronting
Bank and the Administrative Agent for the full amount of Taxes
and Other Taxes (including, without limitation, any Taxes and any
Other Taxes imposed by any jurisdiction on amounts payable under
this Section 4.05) paid by such Lender, the Fronting Bank or the
Administrative Agent (as the case may be) and any liability
(including penalties, interest and expenses) arising therefrom or
with respect thereto, whether or not such Taxes or Other Taxes
were correctly or legally asserted.  A claim for such
indemnification shall be set forth in a certificate of such
Lender, the Fronting Bank or the Administrative Agent (as the
case may be) setting forth in reasonable detail the amount
necessary to indemnify such Person pursuant to this
subsection (c) and shall be submitted to the Borrower and the
Administrative Agent and shall be conclusive and binding for all
purposes, absent manifest error.  The Borrower shall pay such
Lender, the Fronting Bank or the Administrative Agent (as the
case may be) directly the amount shown as due on any such
certificate within 30 days after the receipt of same.  If any
Taxes or Other Taxes for which a Lender, the Fronting Bank or the
Administrative Agent has received payments from the Borrower
hereunder shall be finally determined to have been incorrectly or
illegally asserted and are refunded to such Lender, the Fronting
Bank or the Administrative Agent, such Lender, the Fronting Bank
or the Administrative Agent, as the case may be, shall promptly
forward to the Borrower any such refunded amount.  The
Borrower's, the Administrative Agent's, the Fronting Bank's and
each Lender's obligations under this Section 4.05 shall survive
the payment in full of the Outstanding Credits.

     (d)  Within 30 days after the date of any payment of Taxes, the
Borrower will furnish to the Administrative Agent, at its address
referred to in Section 10.02, the original or a certified copy of
a receipt evidencing payment thereof.

     (e)  Each Lender that is not incorporated under the laws of the
United States of America or any state thereof shall, on or prior
to the date it becomes a Lender hereunder, deliver to the
Borrower and the Administrative Agent such certificates,
documents or other evidence, as required by the Internal Revenue
Code of 1986, as amended from time to time (the "Code"), or
treasury regulations issued pursuant thereto, including Internal
Revenue Service Form W-8BEN or Form W-8ECI and any other
certificate or statement of exemption required by Treasury
Regulation Section 1.1441-1(a) or Section 1.1441-6(c) or any
subsequent version thereof, properly completed and duly executed
by such Lender establishing that it is (i) not subject to
withholding under the Code or (ii) totally exempt from United
States of America tax under a provision of an applicable tax
treaty.  Each Lender shall promptly notify the Borrower and the
Administrative Agent of any change in its Applicable Lending
Office and shall deliver to the Borrower and the Administrative
Agent together with such notice such certificates, documents or
other evidence referred to in the immediately preceding sentence.
Each Lender will use good faith efforts to apprise the Borrower
and the Administrative Agent as promptly as practicable of any
impending change in its tax status that would give rise to any
obligation by the Borrower to pay any additional amounts pursuant
to this Section 4.05. Unless the Borrower and the Administrative
Agent have received forms or other documents satisfactory to them
indicating that payments under the Loan Documents are not subject
to United States of America withholding tax or are subject to
such tax at a rate reduced by an applicable tax treaty, the
Borrower or the Administrative Agent shall withhold taxes from
such payments at the applicable statutory rate in the case of
payments to or for any Lender organized under the laws of a
jurisdiction outside the United States of America.  Each Lender
represents and warrants that each such form supplied by it to the
Administrative Agent and the Borrower pursuant to this
Section 4.05, and not superseded by another form supplied by it,
is or will be, as the case may be, complete and accurate.

     (f)  Any Lender claiming any additional amounts payable pursuant
to this Section 4.05 shall use reasonable efforts (consistent
with legal and regulatory restrictions) to file any certificate
or document requested by the Borrower or to change the
jurisdiction of its Applicable Lending Office if the making of
such a filing or change would avoid the need for or reduce the
amount of any such additional amounts that may thereafter accrue
and would not, in the sole determination of such Lender, be
otherwise disadvantageous to such Lender.

                            ARTICLE V
                      CONDITIONS PRECEDENT

     SECTION  5.01. Conditions Precedent to Effectiveness.   The
obligations  of  the  Fronting  Bank  and  the  Lenders  to  make
Extensions  of Credit hereunder shall not become effective  until
the  date  (the  "Closing Date") on which each of  the  following
conditions is satisfied:

     (a)  The Administrative Agent shall have received on or before
the  Closing Date the following, each dated the Closing Date,  in
form  and substance satisfactory to the Administrative Agent  and
in sufficient copies for the Fronting Bank and each Lender:

          (i)  Counterparts of this Agreement, duly executed by the
     Borrower.

          (ii) A certificate of the Secretary or Assistant Secretary of
     the Borrower certifying:

          (A)  the names and true signatures of the officers of the
     Borrower authorized to sign the Loan Documents;

          (B)  that attached thereto are true and correct copies of:
     (1) the Declaration of Trust of the Borrower, together with all
     amendments thereto, as in effect on such date; (2) the
     resolutions of the Borrower's Board of Trustees approving the
     execution, delivery and performance by the Borrower of the Loan
     Documents; (3) all documents evidencing other necessary corporate
     or other similar action, if any, with respect to the execution,
     delivery and performance of the Loan Documents by the Borrower;
     and (4) true and correct copies of all Governmental Approvals
     referred to in clause (i) of the definition of "Governmental
     Approval" required to be obtained by the Borrower in connection
     with the execution, delivery and performance by the Borrower of
     the Loan Documents (including the order of the Securities and
     Exchange Commission); and

          (C)  that the resolutions referred to in the foregoing clause
     (B)(2) have not been modified, revoked or rescinded and are in
     full force and effect on such date.

          (iii)     A certificate signed by the Treasurer or Assistant
     Treasurer of the Borrower, certifying as to:

          (A)  the delivery to the Fronting Bank and each of the
     Lenders, prior to the Closing Date, of true, correct and complete
     copies (other than exhibits thereto) of all of the Disclosure
     Documents; and

          (B)  the absence of any material adverse change in the
     financial condition, operations, properties or prospects of the
     Borrower or the Borrower and its Principal Subsidiaries, taken as
     a whole, since June 30, 2002, except as disclosed in the Disclosure
     Documents.

          (iv) A certificate of a duly authorized officer of the
     Borrower stating that (i) the representations and warranties
     of  the Borrower contained in Section 6.01 are correct, in all
     material respects, on and as of the Closing Date before and after
     giving effect to any Extensions of Credit to be made on such date
     and the application of the proceeds thereof, and (ii) no event has
     occurred and is continuing that constitutes an Event of Default
     or  Unmatured  Default, or would result  from  such  initial
     Extensions of Credit or the application of the proceeds thereof.

          (v)  Such financial, business and other information regarding
     the Borrower and its Principal Subsidiaries, as the Fronting Bank
     or any Lender shall have reasonably requested.

          (vi) Favorable opinions of:

          (A)  Jeffrey C. Miller, Assistant General Counsel of NUSCO, in
     substantially the form of Exhibit 5.01A hereto, and of such other
     counsel as relied upon therein; and as to such other matters as
     the Fronting Bank or any Lender may reasonably request; and

          (B)  King & Spalding, special New York counsel to the
     Administrative Agent, in substantially the form of Exhibit 5.01B
     hereto and as to such other matters as the Fronting Bank or any
     Lender may reasonably request.

     (b)  The commitments or commitment under the Existing Credit
Facility  shall have been terminated or expired pursuant  to  the
terms  thereof and all amounts outstanding thereunder shall  have
been  (or  will  have  been,  upon  the  first  Advance  and  the
application of the proceeds thereof on the Closing Date) paid  in
full.

     (c)  All fees and other amounts payable pursuant to Section 2.03
hereof or pursuant to the Fee Letter shall have been paid (to the
extent then due and payable).

     (d)  The Administrative Agent shall have received such other
approvals, opinions and documents as the Fronting Bank or the
Majority Lenders, through the Administrative Agent, shall have
reasonably requested as to the legality, validity, binding effect
or enforceability of this Agreement or the financial condition,
operations, properties or prospects of the Borrower and its
Principal Subsidiaries.

     SECTION 5.02. Conditions Precedent to All Extensions of Credit.
The  obligation of the Fronting Bank or any Lender  to  make  any
Extension  of Credit, including the initial Extension of  Credit,
shall be subject to the conditions precedent that, on the date of
such Extension of Credit and after giving effect thereto:

     (a)  the following statements shall be true (and each of the
giving  of the applicable Notice of Contract Borrowing or  Letter
of  Credit  Request with respect to such Extension of Credit  and
the acceptance of the proceeds of such Extension of Credit by the
Borrower  or  the  acceptance  of  a  Letter  of  Credit  by  the
Beneficiary  thereof,  as the case may  be,  shall  constitute  a
representation and warranty by the Borrower that on the  date  of
such Extension of Credit such statements are true):

          (i)  the representations and warranties of the Borrower
     contained in Section 6.01 of this Agreement are correct, in all
     respects, on and as of the date of such Extension of Credit,
     material before and after giving effect to such Extension of Credit
     and to the application of the proceeds therefrom, as though made on
     and as of such date;

          (ii) no Event of Default or Unmatured Default has occurred
     and is continuing on or as of the date of such Extension of Credit
     or would result from such Extension of Credit or from the
     application of the proceeds thereof;

          (iii) the making of such Extension of Credit, when aggregated
      with all other Outstanding Credits, would not cause the aggregate
      amount of Outstanding Credits to exceed the Total Commitment; and

          (iv) if such Extension of Credit is the issuance of a Letter
      of Credit, the Stated Amount thereof, when aggregated with (A)
      the Stated Amount of each other Letter of Credit that is
      outstanding or with respect to which a Letter of Credit Request
      has been received and (B) the outstanding Reimbursement
      Obligations, would not cause the L/C Commitment Amount to be
      exceeded; and

     (b)  the Borrower shall have furnished to the Administrative
Agent such other approvals, opinions or documents as the Fronting
Bank   or   any   Lender  may  reasonably  request  through   the
Administrative Agent as to the legality, validity, binding effect
or enforceability of any Loan Document.

     SECTION 5.03. Reliance on Certificates.  The Fronting Bank, the
Lenders  and the Administrative Agent shall be entitled  to  rely
conclusively upon the certificates delivered from time to time by
officers  of the Borrower as to the names, incumbency,  authority
and signatures of the respective persons named therein until such
time  as  the  Administrative Agent  may  receive  a  replacement
certificate, in form acceptable to the Administrative Agent, from
an officer of the Borrower identified to the Administrative Agent
as  having  authority to deliver such certificate, setting  forth
the   names  and  true  signatures  of  the  officers  and  other
representatives of the Borrower thereafter authorized to  act  on
behalf of the Borrower and, in all cases, the Fronting Bank,  the
Lenders  and the Administrative Agent may rely on the information
set forth in any such certificate.


                           ARTICLE VI
                 REPRESENTATIONS AND WARRANTIES

     SECTION 6.01. Representations and Warranties of the Borrower.
The Borrower represents and warrants as follows:

          (a)  The Borrower is a voluntary association organized under a
     Declaration of Trust, and each of its Principal Subsidiaries is a
     corporation, in each case duly organized, validly existing and in
     good  standing  under  the laws of the jurisdiction  of  its
     organization, has the requisite corporate power (or in the case
     of  the Borrower, power under its Declaration of Trust)  and
     authority to own its property and assets and to carry on its
     business as now conducted and is qualified to do business in
     every jurisdiction where, because of the nature of its business
     or property, such qualification is required, except where the
     failure so to qualify would not have a material adverse effect on
     the financial condition, properties, prospects or operations of
     the Borrower or of the Borrower and its Principal Subsidiaries
     taken  as a whole.  The Borrower has the requisite power  to
     execute, deliver and perform its obligations under the  Loan
     Documents and to borrow hereunder.

          (b)  The execution, delivery and performance of the Loan
     Documents by the Borrower are within the Borrower's powers under
     its  Declaration or Trust, have been duly authorized by  all
     necessary action under its Declaration of Trust and applicable
     law,  and  do not and will not contravene (i) the Borrower's
     Declaration of Trust or any law or legal restriction or (ii)  any
     contractual restriction binding on or affecting the Borrower or
     its properties or its Principal Subsidiaries or their respective
     properties.

          (c)  Except as disclosed in the Disclosure Documents, none of
     the Borrower or any of its Principal Subsidiaries is in violation
     of any law or in default with respect to any judgment, writ,
     injunction, decree, rule or regulation (including any of the
     foregoing relating to environmental laws and regulations) of any
     court or governmental agency or instrumentality where such
     violation or default would reasonably be expected to have a
     material adverse effect on the financial condition, properties,
     prospects or operations of the Borrower or of the Borrower and
     its Principal Subsidiaries, taken as a whole.

          (d)  There has been no material adverse development with
     respect to (i) the proceedings of CL&P, PSNH or WMECO to divest
     its generating assets, or (ii) any orders, plans or authorizations
     for recovery of the stranded assets of CL&P, PSNH or WMECO, where
     any such development results, or would reasonably be expected to
     result, in a material adverse effect on the financial condition,
     properties, prospects or operations of the Borrower or of the
     Borrower and its Principal Subsidiaries, taken as a whole, other
     than as described in the Disclosure Documents.

          (e)  All Governmental Approvals referred to in clause (i) of the
     definition of "Governmental Approvals" have been duly obtained or
     made, and all applicable periods of time for review, rehearing or
     appeal with respect thereto have expired .  The Borrower and each
     Subsidiary thereof has obtained or made all Governmental
     Approvals referred to in clause (ii) of the definition of
     "Governmental Approvals", except (A) those that are not yet
     required but that are obtainable in the ordinary course of
     business as and when required, (B) those the absence of which
     would not materially adversely affect the financial condition,
     properties, prospects or operations of the Borrower or of the
     Borrower and its Principal Subsidiaries, taken as a whole, and
     (C) those that the Borrower or any such Subsidiary, as the case
     may be, is diligently attempting in good faith to obtain, renew
     or extend, or the requirement for which the Borrower or any such
     Subsidiary, as the case may be, is contesting in good faith by
     appropriate proceedings or by other appropriate means, in each
     case described in the foregoing clause (C), except as is
     disclosed in the Disclosure Documents, such attempt or contest,
     and any delay resulting therefrom, is not reasonably expected to
     have a material adverse effect on the financial condition,
     properties, prospects or operations of the Borrower or of the
     Borrower and its Principal Subsidiaries, taken as a whole, or to
     magnify to any significant degree any such material adverse
     effect that would reasonably be expected to result from the
     absence of such Governmental Approval.

          (f)  The Loan Documents are legal, valid and binding
     obligations of the Borrower enforceable against the Borrower in
     accordance with their respective terms; subject to the
     qualification, however, that the enforcement of the rights and
     remedies herein and therein is subject to bankruptcy and other
     similar laws of general application affecting rights and remedies
     of creditors and the application of general principles of equity
     (regardless of whether considered in a proceeding in equity or at
     law).

          (g)  The Financial Statements, copies of which have been
     provided to the Administrative Agent, the Fronting Bank and each
     of the Lenders, fairly present in all material respects the
     consolidated financial condition and results of operations of the
     Borrower and each of its Principal Subsidiaries at and for the
     period ended on the dates thereof, and have been prepared in
     accordance with generally accepted accounting principles
     consistently applied. Since June 30, 2002, there has been no
     material adverse change in the consolidated financial condition,
     operations, properties or prospects of the Borrower or of the
     Borrower and its Principal Subsidiaries, taken as a whole,
     except as disclosed in the Disclosure Documents.

          (h)  There is no pending or known threatened action or
     proceeding (including, without limitation, any action or proceeding
     relating to any environmental protection laws or regulations)
     affecting the Borrower, any Principal Subsidiary thereof or any
     of their respective properties, before any court, governmental
     agency or arbitrator (i) that affects or purports to affect
     the legality, validity or enforceability of any Loan Document
     or (ii) as to which there is a reasonable possibility of an adverse
     determination and that, if adversely determined, would materially
     adversely affect the financial condition, properties, prospects
     or operations of the Borrower or of the Borrower and its
     Principal Subsidiaries, taken as a whole, except, for purposes of
     this clause (ii) only, such as is described in the Disclosure
     Documents or in Schedule II hereto.

          (i)  No ERISA Plan Termination Event has occurred nor is
     reasonably expected to occur with respect to any ERISA Plan that
     would materially adversely affect the financial condition,
     properties, prospects or operations of the Borrower or of the
     Borrower and its Principal Subsidiaries, taken as a whole, except
     as disclosed to the Lenders and consented to by the Majority
     Lenders in writing. Since the date of the most recent Schedule B
     (Actuarial Information) to the annual report of each such ERISA
     Plan (Form 5500 Series), there has been no material adverse
     change in the funding status of the ERISA Plans referred to
     therein, and no "prohibited transaction" (as defined in
     Section 4975 of the Internal Revenue Code of 1986, as amended,
     and in ERISA) has occurred with respect thereto that, singly or
     in the aggregate with all other "prohibited transactions" and
     after giving effect to all likely consequences thereof, would be
     reasonably expected to have a material adverse effect on the
     financial condition, properties, prospects or operations of the
     Borrower or of the Borrower and its Principal Subsidiaries, taken
     as a whole.  Neither the Borrower nor any of its ERISA Affiliates
     has incurred nor reasonably expects to incur any material
     withdrawal liability under ERISA to any ERISA Multiemployer Plan,
     except as disclosed to and consented by the Majority Lenders in
     writing.

          (j)  The Borrower and each Principal Subsidiary thereof has
     good and marketable title (or, in the case of personal property,
     valid title) or valid leasehold interests in its assets, except for
     (i) minor defects in title that do not materially interfere with
     the ability of the Borrower or such Principal Subsidiary to conduct
     its business as now conducted and (ii) other defects that, either
     individually or in the aggregate, do not materially adversely
     affect the financial condition, properties, prospects or
     operations of the Borrower or of the Borrower and its Principal
     Subsidiaries, taken as a whole.  All such assets and properties
     are free and clear of any Lien, other than Liens permitted under
     Section 7.02(a) hereof.  No Liens exist on the stock of CL&P,
     WMECO, PSNH, or Yankee.

          (k)  All outstanding shares of capital stock having ordinary
     voting power for the election of directors of each Principal
     Subsidiary have been validly issued and are fully paid and
     nonassessable and are owned beneficially by NU, free and clear of
     any Lien.  NU is a "holding company" (as defined in the Public
     Utility Holding Company Act of 1935, as amended).

          (l)  The Borrower and each of its Principal Subsidiaries has
     filed all tax returns (Federal, state and local) required to be
     filed and paid taxes shown thereon to be due, including interest
     and penalties, or, to the extent the Borrower or such Principal
     Subsidiary is contesting in good faith an assertion of liability
     based on such returns, has provided adequate reserves in
     accordance with generally accepted accounting principles for
     payment thereof.

          (m)  No exhibit, schedule, report or other written information
     provided by or on behalf of the Borrower or its agents to the
     Administrative Agent, the Fronting Bank or the Lenders in
     connection with the negotiation, execution and closing of the
     Loan Documents (including, without limitation, the Financial
     Statements and the Information Memorandum (but excluding the
     projections contained in the Information Memorandum)) knowingly
     contained when made any material misstatement of fact or
     knowingly omitted to state any material fact necessary to make
     the statements contained therein not misleading in light of the
     circumstances under which they were made.  Except as has been
     disclosed to the Administrative Agent, the Fronting Bank and each
     Lender, the projections delivered concurrently with the
     Information Memorandum were prepared in good faith on the basis
     of assumptions reasonable as of the date of the Information
     Memorandum, it being understood that such projections do not
     constitute a warranty or binding assurance of future performance.
     Except as has been disclosed to the Administrative Agent, the
     Fronting Bank and each Lender, nothing has come to the attention
     of the responsible officers of the Borrower that would indicate
     that any of such assumptions, to the extent material to such
     projections, has ceased to be reasonable in light of subsequent
     developments or events.

          (n)  All proceeds of the Advances shall be used (i) for the
     general corporate purposes of the Borrower, including to provide
     liquidity support for the Borrower's commercial paper, and (ii)
     to provide liquidity to the NU System Money Pool.  The Letters of
     Credit shall be used for the general corporate purposes of the
     Borrower and its Subsidiaries.  No proceeds of any Advance will
     be used in violation of, or in any manner that would result in a
     violation by any party hereto of, Regulation T, U or X
     promulgated by the Board of Governors of the Federal Reserve
     System or any successor regulations.  Neither the Borrower nor
     any Subsidiary thereof (A) is an "investment company" within the
     meaning ascribed to that term in the Investment Company Act of
     1940 and (B) is engaged in the business of extending credit for
     the purpose of buying or carrying margin stock.

          (o)  The Borrower and each Principal Subsidiary thereof has
     obtained the insurance specified in Section 7.01(c) hereof and
     the same is in full force and effect.

                           ARTICLE VII
                            COVENANTS

     SECTION 7.01. Affirmative Covenants.  On and after the Closing
Date, so long as any obligation hereunder shall remain unpaid  or
any  Lender  shall  have any Commitment hereunder,  the  Borrower
shall,  unless  the Majority Lenders shall otherwise  consent  in
writing:

          (a)  Use of Proceeds.  Apply the proceeds of each Advance, and
     use, and cause its Subsidiaries to use, the Letters of Credit,
     solely as specified in Section 6.01(n) hereof.

           (b)  Payment of Taxes, Etc.  Pay and discharge, and cause
     each of its Principal Subsidiaries to pay and discharge, before
     the same shall become delinquent, all taxes, assessments and
     governmental charges, royalties or levies imposed upon it or upon
     its property except to the extent the Borrower or such Principal
     Subsidiary is contesting the same in good faith by appropriate
     proceedings and has set aside adequate reserves in accordance
     with generally accepted accounting principles for the payment
     thereof.

           (c)  Maintenance of Insurance.  Maintain or cause to be
     maintain or cause to be maintained, insurance (including
     appropriate plans of self-insurance) covering the Borrower, the
     Principal Subsidiaries and their respective properties, in effect
     at all times in such amounts and covering such risks as may be
     required by law and, in addition, as is usually carried by
     companies engaged in similar businesses and owning similar
     properties as the Borrower and such Principal Subsidiaries.

            (d)  Preservation of Existence, Etc.; Disaggregation.

               (i)  Except as permitted by Section 7.02(b) hereof,
          preserve and maintain, and cause each of its Principal
          Subsidiaries to preserve and maintain, its existence,
          corporate or otherwise, material rights (statutory and
          otherwise)and franchises except where the failure to maintain
          and preserve such rights and franchises would not
          materially adversely affect the financial condition,
          properties, prospects or operations of the Borrower or
          of the Borrower and its Principal Subsidiaries, taken
          as a whole.

               (ii) In furtherance of the foregoing, and notwithstanding
          Section 7.02(b), the Borrower agrees that it will not, and
          will cause each of its Principal Subsidiaries not to, except
          in accordance with one or more restructuring plans approved
          by the appropriate regulatory authorities, sell, transfer or
          otherwise dispose of (by lease or otherwise, and whether in
          one or a series of related transactions) any portion of its
          generation, transmission or distribution assets in excess of
          10% of the net utility plant assets of the Borrower and its
          Principal Subsidiaries, taken as a whole, in each case as
          determined on a cumulative basis from the date of this
          Agreement through the Termination Date by reference
          to the published balance sheets of the Borrower and its
          Principal Subsidiaries.

          (e)  Compliance with Laws, Etc.  Comply, and cause each of its
     Principal Subsidiaries to comply, in all material respects with
     the requirements of all applicable laws, rules, regulations and
     orders  of  any  governmental authority, including,  without
     limitation, any such laws, rules, regulations and orders issued
     by the Securities and Exchange Commission or relating to zoning,
     environmental  protection,  use and  disposal  of  Hazardous
     Substances, land use, construction and building restrictions,
     ERISA and employee safety and health matters relating to business
     operations, except to the extent (i) that the Borrower or any
     such Principal Subsidiary is contesting the same in good faith by
     appropriate proceedings or (ii) that any such non-compliance, and
     the  enforcement or correction thereof, would not materially
     adversely affect the financial condition, properties, prospects
     or  operations  of the Borrower or of the Borrower  and  its
     Principal Subsidiaries, taken as a whole.

          (f)  Inspection Rights.  At any time and from time to time
     upon reasonable notice, permit, and cause each of its Principal
     Subsidiaries to permit, the Administrative Agent and its agents
     and representatives to examine and make copies of and abstracts
     from the records and books of account of, and the properties of,
     the Borrower and each Principal Subsidiary and to discuss the
     affairs, finances and accounts of the Borrower and each Principal
     Subsidiary (i) with the Borrower, each Principal Subsidiary and
     their respective officers and directors and (ii) with the consent
     of the Borrower and/or its Principal Subsidiaries, as the case
     may be (which consent shall not be unreasonably withheld or
     delayed), with the accountants of the Borrower or any such
     Principal Subsidiary.

          (g)  Keeping of Books.  Keep, and cause each Principal
     Subsidiary to keep, proper records and books of account, in which
     full and correct entries shall be made of all financial
     transactions of the Borrower and each Principal Subsidiary and the
     assets and business of the Borrower and each Principal Subsidiary,
     in accordance with generally accepted accounting practices
     consistently applied.

          (h)  Conduct of Business.  Except as permitted by Section 7.02
     (b) but subject in all respects to Section 7.01(d)(ii), conduct, and
     cause each Principal Subsidiary to conduct, its primary business
     in substantially the same manner and in substantially the same
     fields as such business is conducted on the Closing Date.

          (i)  Maintenance of Properties, Etc.  (i)  As to properties of
      the type described in Section 6.01(j) hereof, maintain, and cause
      each Principal Subsidiary to maintain, title of the quality
      described therein and preserve, maintain, develop, and operate,
      and cause each Principal Subsidiary to preserve, maintain,
      develop and operate, in substantial conformity with all laws,
      material contractual obligations and prudent practices prevailing
      in the industry, all of its properties that are used or useful in
      the conduct of its businesses in good working order and
      condition, ordinary wear and tear excepted, except (A) as
      permitted by Section 7.02(b), but subject nevertheless to Section
      7.01(d)(ii), (B) as disclosed in the Disclosure Documents or
      otherwise in writing to the Administrative Agent, the Fronting
      Bank and the Lenders on or prior to the date hereof, and (C) to
      the extent such non-conformity would not materially adversely
      affect the financial condition, properties, prospects or
      operations of the Borrower or of the Borrower and its Principal
      Subsidiaries, taken as a whole; provided, however, that neither
      the Borrower nor any Principal Subsidiary will be prevented from
      discontinuing the operation and maintenance of any such
      properties if such discontinuance is, in the judgment of the
      Borrower or such Principal Subsidiary, desirable in the operation
      or maintenance of its business and would not materially adversely
      affect the financial condition, properties, prospects or
      operations of the Borrower or of the Borrower and its Principal
      Subsidiaries, taken as a whole.

          (j)  Governmental Approvals.  Duly obtain, and cause each
      Principal Subsidiary to duly obtain, on or prior to such date as
      the same may become legally required, and thereafter maintain,
      and cause each Principal Subsidiary to maintain, in effect at all
      times, all Governmental Approvals on its part to be obtained,
      except in the case of those Governmental Approvals referred to in
      clause (ii) of the definition of "Governmental Approvals",
      (i) those the absence of which would not materially adversely
      affect the financial condition, properties, prospects or
      operations of the Borrower or of the Borrower and its Principal
      Subsidiaries, taken as a whole, and (ii) those that the Borrower
      or such Principal Subsidiary is diligently attempting in good
      faith to obtain, renew or extend, or the requirement for which
      the Borrower or such Principal Subsidiary is contesting in good
      faith by appropriate proceedings or by other appropriate means;
      provided, however, that the exception afforded by clause (ii),
      above, shall be available only if and for so long as such attempt
      or contest, and any delay resulting therefrom, does not have a
      material adverse effect on the financial condition, properties,
      prospects or operations of the Borrower or of the Borrower and
      its Principal Subsidiaries, taken as a whole, and does not
      magnify to any significant degree any such material adverse
      effect that would reasonably be expected to result from the
      absence of such Governmental Approval.

          (k)  Further Assurances.  Promptly execute and deliver all
      further instruments and documents, and take all further action,
      that may be necessary or that any Lender  or the Fronting Bank
      through the Administrative Agent may reasonably request in order
      to fully give effect to the interests and properties purported to
      be covered by the Loan Documents.

     SECTION 7.02. Negative Covenants.  On and after the Closing
Date, and so long as any obligation hereunder shall remain unpaid
or  any  Lender shall have any Commitment hereunder, the Borrower
shall  not,  or permit any Principal Subsidiary to,  without  the
written consent of the Majority Lenders:

     (a)  Liens, Etc.  Create incur, assume or suffer to exist any
Lien upon any of its properties or assets (including the stock of
its  Subsidiaries),  whether  now owned  or  hereafter  acquired,
except:

          (i)  any Liens existing on the Closing Date;

          (ii) Liens created by the First Mortgage Indentures, so long
     as by the terms thereof no "event of default" (howsoever
     designated) in respect of any bonds issued thereunder will
     arise upon the occurrence of an Unmatured Default or Event of
     Default hereunder; provided,  however, that the aggregate principal
     amount of securities issued by NGC under its First Mortgage
     Indenture shall in  no event exceed (i) $440,000,000 plus (ii)
     the aggregate principal amount of such additional securities as
     may be issued to finance  the  costs of acquiring or constructing
     assets hereafter acquired or constructed (or to refinance such costs
     within 180 days of the incurrence thereof);

          (iii) with respect to such Principal Subsidiary, "Permitted
     Liens" or "Permitted Encumbrances" under the First Mortgage
     Indenture to which such Principal Subsidiary is a party, in each
     case to the extent such Liens do not secure Debt of such
     Principal Subsidiary;

          (iv) any purchase money Lien or construction mortgage on
     assets hereafter acquired or constructed by the Borrower or any
     Principal Subsidiary and any Lien on any assets existing at the
     time of acquisition thereof by the Borrower or such Principal
     Subsidiary or created within 180 days from the date of completion
     of such acquisition or construction; provided that, such Lien
     shall at all times be confined solely to the assets so acquired
     or constructed and any additions thereto;

          (v)  any existing Liens on assets now owned by the Borrower or
     any Principal Subsidiary and Liens existing on assets of a
     corporation or other going concern when it is merged into or with
     the Borrower or such Principal Subsidiary or when substantially
     all of its assets are acquired by the Borrower or such Principal
     Subsidiary; provided that such Liens shall at all times be
     confined solely to such assets, or if such assets constitute a
     utility system, additions to or substitutions for such assets;

          (vi) Liens resulting from legal proceedings being contested
     in good faith by appropriate legal or administrative proceedings
     by the Borrower or any Principal Subsidiary, and as to which the
     Borrower or such Principal Subsidiary, to the extent required by
     generally accepted accounting principles applied on a consistent
     basis, shall have set aside on its books adequate reserves;

          (vii) Liens created in favor of the other contracting party
     in connection with advance or progress payments;

          (viii) any Liens in favor of any state of the United States
     or any political subdivision of any such state, or any agency of
     any such state or political subdivisions, or trustee acting on
     behalf of holders of obligations issued by any of the foregoing
     or any financial institutions lending to or purchasing obligations
     of any of the foregoing, which Lien is created or assumed for the
     purpose of financing all or part of the cost of acquiring or
     constructing the property subject thereto;

          (ix) Liens resulting from conditional sale agreements, capital
     leases or other title retention agreements;

          (x)  with respect to pollution control bond financings, Liens
     on funds, accounts and other similar intangibles of the Borrower or
     any Principal Subsidiary created or arising under the relevant
     indenture,  pledges of the related loan agreement  with  the
     relevant issuing authority and pledges of the Borrower's or such
     Principal Subsidiary's interest, if any, in any bonds issued
     pursuant to such financings to a letter of credit bank or bond
     issuer or similar credit enhancer;

          (xi) Liens granted on accounts receivable and Regulatory
     Assets in connection with financing transactions,  whether
     denominated as sales or borrowings;

          (xii) Liens on the stock of NGC;

          (xiii) Liens on the assets of, or the stock issued by, any
     Subsidiary of the Borrower created to hold generating assets if
     such Liens are created to secure nonrecourse Debt incurred to
     acquire, construct or otherwise develop such generating assets;

          (xiv) Liens created to secure Debt of a transmission company
     Subsidiary of the Borrower with respect to assets transferred to
     such transmission company by another Subsidiary of the Borrower
     to the extent that (A) the Debt of the transferor Subsidiary is
     reduced on a dollar-for-dollar basis and (B) the assets so
     transferred were previously subject to a Lien created by the
     transferor Subsidiary of the Borrower;

          (xv) any other Liens incurred in the ordinary course of
     business otherwise than to secure Debt; and

          (xvi) any extension, renewal or replacement of Liens
     permitted by clauses (i), (iii) through (v) and (vii) through

          (xiv); provided, however, that the principal amount of Debt
     secured thereby shall not, at the time of such extension, renewal
     or replacement, exceed the principal amount of Debt so secured
     and that such extension, renewal or replacement shall be limited
     to all or a part of the property that secured the Lien so
     extended, renewed or replaced or to other property of no greater
     value than the property that secured the Lien so extended,
     renewed or replaced.

     (b)  Mergers, Acquisitions, Sales of Assets, Etc.  Merge with or
into  or  consolidate with or into, any Person,  or  purchase  or
otherwise  acquire  (whether  directly  or  indirectly)  all   or
substantially all of the assets or stock of any class of, or  any
partnership  or joint venture interest in, any other  Person,  or
sell, transfer, convey, lease or otherwise dispose of all or  any
substantial  part  of  its assets or the  capital  stock  of  any
Principal  Subsidiary; except for the following,  and  then  only
after  receipt  of  all necessary corporate and  governmental  or
regulatory  approvals and provided that, before and after  giving
effect  to any such merger, consolidation, purchase, acquisition,
sale,  transfer, conveyance, lease or other disposition, no Event
of  Default  or  Unmatured Default shall  have  occurred  and  be
continuing:

          (A)  Subsidiaries of NU may merge or consolidate with wholly-
     owned Subsidiaries of NU so long as, in any such case, the wholly-
     owned Subsidiary is the survivor;

          (B)  Subsidiaries of NU may be merged or consolidated with NU
     so long as NU is the survivor;

          (C)  NU or any Subsidiary of NU may merge or consolidate with a
     Person that is not an Affiliate of NU so long as (1) NU or such
     Subsidiary is the survivor of such merger or consolidation, (2)
     NU demonstrates pro forma compliance with the financial covenants
     set forth in Section 7.03 hereof, and (3) NU's indicative senior
     unsecured non-credit enhanced long-term debt ratings from S&P and
     Moody's in contemplation of such merger or consolidation, and
     NU's actual senior unsecured non-credit enhanced long-term debt
     ratings from S&P and Moody's following any such merger or
     consolidation, remain at the levels established immediately prior
     to the merger or consolidation or at a higher level;

          (D)  NU and its wholly-owned Subsidiaries may acquire
     interests in joint ventures, partnerships, or similar interest in,
     or the assets or capital stock of, any Person, so long as such
     Person is principally engaged in an activity permitted under PUHCA
     as in effect on the Closing Date; provided, that NU's acquisition of
     interests in telecommunications businesses shall not exceed 5.0%
     of NU's consolidated Common Equity;

          (E)  any Principal Subsidiary may sell, lease, transfer or
     otherwise dispose of transmission assets (1) to another
     Subsidiary of NU on an arms'-length basis as permitted by the
     appropriate regulatory authorities or (2) to any Person on an
     arms'-length basis as required by the appropriate regulatory
     authorities; and

          (F)  NU or any Principal Subsidiary may sell, lease, transfer,
     convey or otherwise dispose of assets to any Principal Subsidiary
     or to NU; and

          (G)  the sale of the Borrower's or any Principal Subsidiary's
     assets in the ordinary course of business on customary terms and
     conditions, including any sale of accounts receivable on
     reasonable commercial terms (including a commercially reasonable
     discount) to obtain funding for CL&P.

For  purposes of this subsection (b), any sale of assets  by  the
Borrower  or  any Principal Subsidiary (in one  or  a  series  of
transactions) will be deemed to be a "substantial  part"  of  its
assets  if (i) the book value of such assets exceeds 7.5% of  the
total book value of the assets (net of Regulatory Assets) of such
Person,  as reflected in the most recent financial statements  of
the  Borrower  or  such  Principal Subsidiary  delivered  to  the
Administrative Agent pursuant to Section 7.04 hereof (or,  if  no
such   financial   statements  have   been   delivered   to   the
Administrative  Agent as of the relevant date  of  determination,
the  Financial  Statements of such Person),  or  (ii)  the  gross
revenue  associated with such assets accounts for more than  7.5%
of  the  total  gross revenue of the Borrower or  such  Principal
Subsidiary for the four proceeding fiscal quarters, as  reflected
in  the most recent financial statements of the Borrower or  such
Principal  Subsidiary  delivered  to  the  Administrative   Agent
pursuant  to  Section  7.04  hereof (or,  if  no  such  financial
statements have been delivered to the Administrative Agent as  of
the  relevant date of determination, the Financial Statements  of
such Person).                .

     (c)  Compliance with ERISA.  (i)  Terminate, or permit any of its
ERISA Affiliates to terminate, any ERISA Plan so as to result  in
any  liability of the Borrower or any Principal Subsidiary to the
PBGC  in  an  amount greater than $1,000,000, or (ii)  permit  to
exist any occurrence of any Reportable Event (as defined in Title
IV  of  ERISA) which, alone or together with any other Reportable
Event  with  respect to the same or another  ERISA  Plan,  has  a
reasonable possibility of resulting in liability of the  Borrower
or  any  Principal Subsidiary to the PBGC in an aggregate  amount
exceeding  $1,000,000,  or  any other  event  or  condition  that
presents a material risk of such a termination by the PBGC of any
ERISA  Plan  or  has a reasonable possibility of resulting  in  a
liability of the Borrower or any Principal Subsidiary to the PBGC
in an aggregate amount exceeding $1,000,000

     (d)  Accounting Changes.  Make any change in its accounting
policies or reporting practices except as required or permitted
by the Securities and Exchange Commission, the Financial
Accounting Standards Board or any other generally recognized
accounting authority.

     (e)  Transactions with Affiliates.  Engage in any transaction
with  any  Affiliate except (i) in accordance with PUHCA  to  the
extent  applicable thereto or (ii) on terms no less favorable  to
the  Borrower or the Principal Subsidiary party thereto  than  if
the  transaction had been negotiated in good faith  on  an  arms-
length  basis with a non-Affiliate and on commercially reasonable
terms or pursuant to a binding agreement in effect on the Closing
Date.

     (f)  Interests in Nuclear Plants.  Acquire any nuclear plant or
any interest therein not held on the Closing Date, other than so
called "power entitlements" acquired for use in the ordinary
course of business.

     (g)  Financing Agreements.  With respect to the Borrower only,
permit any Principal Subsidiary to enter into any agreement,
contract, indenture or similar obligation, or issue any security
(all of the foregoing being referred to as "Financing
Agreements"), that is not in effect on the Closing Date, or amend
or modify any existing Financing Agreement, if the effect of such
Financing Agreement (or amendment or modification thereof) is to
impose any additional restriction not in effect on the Closing
Date on the ability of such Principal Subsidiary to pay dividends
to the Borrower; provided, that the foregoing shall not restrict
the right of any Subsidiary of the Borrower created to hold
generating assets, to enter into any such Financing Agreement in
connection with the incurrence of nonrecourse Debt to acquire,
construct or otherwise develop generating assets.

     SECTION 7.03. Financial Covenants.  On and after the Closing
Date, so long as any obligation hereunder shall remain unpaid  or
any  Lender  shall  have any Commitment hereunder,  the  Borrower
shall,  unless  the Majority Lenders shall otherwise  consent  in
writing:

          (a)  Consolidated Debt Ratio.  Maintain at all times a ratio
     of Consolidated  Debt to Total Capitalization of no  more  than
     0.66:1:00.

          (b)  Interest Coverage Ratio.  Maintain, as of the end of each
     Fiscal Quarter, with respect to the four Fiscal Quarters then
     ended, a ratio of Consolidated EBIT to Consolidated Interest
     Expense of at least 2.00:1:00.

     SECTION 7.04. Reporting Obligations.  So long as any obligation
hereunder  shall  remain  unpaid or any  Lender  shall  have  any
Commitment  hereunder, the Borrower shall,  unless  the  Majority
Lenders  shall otherwise consent in writing, furnish or cause  to
be furnished to the Administrative Agent in sufficient copies for
each Lender, the following:

          (i)  as soon as possible and in any event within ten days
     after the occurrence of each Event of Default or Unmatured Default
     continuing on the date of such statement, a statement of the
     Chief Financial Officer, Treasurer or Assistant Treasurer of the
     Borrower  setting forth details of such Event of Default  or
     Unmatured Default and the action that the Borrower proposes to
     take with respect thereto;

          (ii) (A) as soon as available, and in any event within fifty
     (50) days after the end of each of the first three Fiscal Quarters of
     each Fiscal Year of the Borrower, a copy of the Borrower's and
     each of its Principal Subsidiary's Quarterly Reports on Form 10-Q
     (if such Principal Subsidiary is required to file such report
     with the U.S. Securities and Exchange Commission pursuant to
     Sections 13 or 15 of the U.S. Securities Exchange Act of 1934, as
     amended) submitted to the Securities and Exchange Commission with
     respect to such quarter, and, with respect to Yankee, NGC, Select
     Energy, Inc. and any other Principal Subsidiary that is not
     required to, or ceases to be required to submit such report,
     consolidated balance sheets of, Yankee, NGC, Select Energy, Inc.
     and such other Principal Subsidiary, as of the end of such Fiscal
     Quarter and consolidated statements of income and retained
     earnings and of cash flows of such Person for the period
     commencing at the end of the previous Fiscal Year and ending with
     the end of such Fiscal Quarter, all in reasonable detail and duly
     certified (subject to year-end audit adjustments) by the Chief
     Financial Officer, Treasurer, Assistant Treasurer or Comptroller
     of the Borrower as having been prepared in accordance with
     generally accepted accounting principles consistent with those
     applied in the preparation of the Financial Statements; and

              (B)    concurrently  with  the  delivery of the
          financial statements described in the foregoing clause
          (a), a certificate of the Chief  Financial Officer,
          Treasurer, Assistant Treasurer or Comptroller of the
          Borrower:

                    (1)  to the effect that such financial statements
          were prepared in accordance with generally accepted accounting
          principles consistent with those applied in the preparation
          of the Financial Statements,

                    (2)  stating that no Event of Default or Unmatured
          Default has occurred and is continuing or, if an Event of
          Default or Unmatured Default has occurred and is continuing,
          describing the nature thereof and the action that the Borrower
          proposes to take with respect thereto, and

                    (3)  demonstrating the Borrower's compliance with
          the covenants set forth in Section 7.03 hereof, for and as of
          the end of such Fiscal Quarter, in each case such
          demonstrations to be in form satisfactory to the
          Administrative Agent and to set forth in reasonable
          detail the computations used in determining such
          compliance;

          (iii)  (A)  as soon as available, and in any event within 105
     days after the end of each Fiscal Year of the Borrower, a copy of
     the Borrower's and each of its Principal Subsidiary's Annual
     Reports on Form 10-K (if such Principal Subsidiary is required to
     file such report with the U.S. Securities and Exchange Commission
     pursuant to Sections 13 or 15 of the U.S. Securities Exchange Act
     of 1934, as amended) submitted to the Securities and Exchange
     Commission with respect to such Fiscal Year, and, with respect to
     Yankee,  NGC,  Select Energy, Inc. and any  other  Principal
     Subsidiary that is not required to, or ceases to be required to
     submit such report, a copy of the annual audit report for such
     year  for  Yankee, NGC, Select Energy, Inc. and  such  other
     Principal Subsidiary, including therein consolidated balance
     sheets of such Person as of the end of such Fiscal Year  and
     consolidated statements of income and retained earnings and of
     cash  flows  of such Person, for such Fiscal  Year,  all  in
     reasonable  detail  and certified by a nationally-recognized
     independent public accountant; and

               (B)    concurrently  with  the  delivery  of   the
          financial statements described in the foregoing  clause
          (A),  a  certificate  of the Chief  Financial  Officer,
          Treasurer,  Assistant Treasurer or Comptroller  of  the
          Borrower:

                    (1)  to the effect that such financial statements
               were prepared in accordance with generally accepted
               accounting principles consistent with those applied in
               the preparation of the Financial Statements, and

                    (2)  stating that no Event of Default or Unmatured
               Default has occurred and is continuing, or if an Event
               of Default or Unmatured Default has occurred and is
               continuing, describing the nature thereof and the action
               that the Borrower proposes to take with respect thereto,
               and

                    (3)  demonstrating the Borrower's compliance with
               the covenants set forth in Section 7.03 hereof, for and
               as of the end of such Fiscal Year, in each case such
               demonstrations to be in form satisfactory to the
               Administrative Agent and to set forth in reasonable
               detail the computations used in determining such
               compliance;

          (iv) upon the reasonable request of the Administrative Agent,
     but not more than once per Fiscal Quarter, copies of any or all
     filings or registrations with, or notices or reports to, any
     regulatory authority by the Borrower or any Principal Subsidiary;

          (v)  as soon as possible and in any event (A) within 30 days
     after the Chief Financial Officer, Treasurer or any Assistant
     Treasurer of the Borrower knows or has reason to know that any
     ERISA Plan Termination Event described in clause (i) of the
     definition of ERISA Plan Termination Event with respect to any
     ERISA Plan or ERISA Multiemployer Plan has occurred and
     (B) within 10 days after the Borrower knows or has reason to know
     that any other ERISA Plan Termination Event with respect to any
     ERISA Plan or ERISA Multiemployer Plan has occurred, a statement
     of the Chief Financial Officer, Treasurer or Assistant Treasurer
     of the Borrower describing such ERISA Plan Termination Event and
     the action, if any, which the Borrower proposes to take with
     respect thereto;

          (vi) promptly after receipt thereof by the Borrower or any of
     its ERISA Affiliates from the PBGC, copies of each notice received
     by the Borrower or any such ERISA Affiliate of the PBGC's intention
     to terminate any ERISA Plan or ERISA Multiemployer Plan or to
     have a trustee appointed to administer any ERISA Plan or ERISA
     Multiemployer Plan;

          (vii) promptly after receipt thereof by the Borrower or any
     of its ERISA Affiliates from an ERISA Multiemployer Plan sponsor,
     a copy of each notice received by the Borrower or any of its
     ERISA Affiliates concerning the imposition or amount of
     withdrawal liability in an aggregate principal amount of at least
     $10,000,000 pursuant to Section 4202 of ERISA in respect of which
     the Borrower may be liable;

          (viii) promptly after the Borrower becomes aware of the
     commencement thereof, notice of all actions, suits, proceedings
     or other events of the type described in Section 6.01(h) hereof
     (including, without limitation, any action or proceeding relating
     to any environmental protection laws or regulations);

          (ix) promptly after the filing thereof, copies of each
     prospectus (excluding any prospectus contained in any Form S-8),
     Current Report on Form 8-K and annual report on Form U5S, if any,
     which the Borrower or any Principal Subsidiary files with the
     Securities and Exchange Commission or any successor governmental
     authority; and

          (x)  promptly after requested, such other information respecting
     the financial condition, operations, properties or prospects of
     the Borrower or its Subsidiaries as the Administrative Agent, or
     the Majority Lenders or Fronting Bank through the Administrative
     Agent, may from time to time reasonably request in writing.

                          ARTICLE VIII
                            DEFAULTS

     SECTION 8.01. Events of Default.  The following events shall
each constitute an "Event of Default":

          (a)  The Borrower shall fail to pay any principal of any Advance
     or any Reimbursement Obligation when due or shall fail to pay any
     interest on any Advance or fees or other amounts payable under
     the Loan Documents within two days after the same becomes due; or

          (b)  Any representation or warranty made by the Borrower (or any
     of its officers or agents) in any Loan Document, any certificate
     or other writing delivered pursuant hereto or thereto shall prove
     to  have been incorrect in any material respect when made or
     deemed made; or

          (c)  The Borrower shall fail to perform or observe any term or
     covenant on its part to be performed or observed contained in
     Section 7.01(d), Section 7.02, Section 7.03 or Section 7.04(i)
     hereof; or

          (d)  The Borrower shall fail to perform or observe any other
     term or covenant on its part to be performed or observed contained
     in any Loan Document and any such failure shall remain unremedied
     for a period of 30 days after the earlier of (i) written notice
     of such failure having been given to the Borrower by the
     Administrative Agent or (ii) the Borrower having obtained actual
     knowledge of such failure; or

          (e)  The Borrower or any Principal Subsidiary shall fail to
     pay any of its Debt when due (including any interest or premium
     thereon but excluding Outstanding Credits and excluding other
     Debt aggregating in no event more than $10,000,000 in principal
     amount at any one time) whether by scheduled maturity, required
     prepayment, acceleration, demand or otherwise, and such failure
     shall continue after the applicable grace period, if any,
     specified in any agreement or instrument relating to such Debt;
     or any other default under any agreement or instrument relating
     to any such Debt, or any other event, shall occur and shall
     continue after the applicable grace period, if any, specified in
     such agreement or instrument, if the effect of such default or
     event is to accelerate, or to permit the acceleration of, the
     maturity of such Debt; or any such Debt shall be declared to be
     due and payable, or required to be prepaid (other than by a
     regularly scheduled required prepayment or as a result of the
     Borrower's or such Principal Subsidiary's exercise of a
     prepayment option) prior to the stated maturity thereof; or

          (f)  The Borrower or any Principal Subsidiary shall generally
     not pay its debts as such debts become due, or shall admit in
     writing its inability to pay its debts generally, or shall make an
     assignment for the benefit of creditors; or any proceeding shall
     be instituted by or against the Borrower or any Principal
     Subsidiary seeking to adjudicate it a bankrupt or insolvent, or
     seeking liquidation, winding up, reorganization, arrangement,
     adjustment, protection, relief, or composition of its debts under
     any law relating to bankruptcy, insolvency, or reorganization or
     relief of debtors, or seeking the entry of an order for relief or
     the appointment of a receiver, trustee, or other similar official
     for it or for any substantial part of its property and, in the
     case of a proceeding instituted against the Borrower or any
     Principal Subsidiary, the Borrower or such Principal Subsidiary
     shall consent thereto or such proceeding shall remain undismissed
     or unstayed for a period of 90 days or any of the actions sought
     in such proceeding (including without limitation the entry of an
     order for relief against the Borrower or such Principal
     Subsidiary or the appointment of a receiver, trustee, custodian
     or other similar official for the Borrower or such Principal
     Subsidiary or any of its property) shall occur; or the Borrower
     or any Principal Subsidiary shall take any corporate or other
     action to authorize any of the actions set forth above in this
     subsection (f); or

          (g)  Any judgments or orders for the payment of money in
     excess of $10,000,000 (or aggregating more than $10,000,000 at any
     one time) shall be rendered against the Borrower or its properties
     or any Principal Subsidiary or its properties, and either
     (A) enforcement proceedings shall have been commenced by any
     creditor upon such judgment or order and shall not have been
     stayed or (B) there shall be any period of 15 consecutive days
     during which a stay of enforcement of such judgment or order, by
     reason of a pending appeal or otherwise, shall not be in effect;
     or

          (h)  Any material provision of any Loan Document shall at any
     time for any reason cease to be valid and binding on the
     Borrower, or shall be determined to be invalid or unenforceable
     by any court, governmental agency or authority having
     jurisdiction over the Borrower, or the Borrower shall deny that
     it has any further liability or obligation under any Loan
     Document; or

          (i)  A Change of Control shall have occurred; or

          (j)  The Borrower shall cease to own at least 85% of the
     outstanding common stock of any Principal Subsidiary, free and
     clear of all Liens except for Liens permitted by Section 7.02(a)
     hereof; or

          (k)  Any legal restriction that is not in existence on the
     Closing Date shall materially adversely affect the ability of any
     Principal Subsidiary to pay dividends or make other distributions
     to the Borrower.

     SECTION  8.02. Remedies Upon Events of Default.   Upon  the
occurrence  and during the continuance of any Event  of  Default,
the  Administrative Agent shall at the request, or may  with  the
consent,  of  the  Lenders entitled to make  such  request,  upon
notice  to the Borrower (i) declare the obligation of each Lender
to  make  Advances  to the Borrower, and the  obligation  of  the
Fronting  Bank  to  issue Letters of Credit,  to  be  terminated,
whereupon  such obligations of the Lenders and the Fronting  Bank
shall  forthwith  terminate, provided, that any such  request  or
consent  pursuant  to this clause (i) shall  be  made  solely  by
Lenders  having Percentages in the aggregate of not less 66-2/3%;
(ii)  declare the Advances, all interest thereon, an amount equal
to  the aggregate Stated Amount of all issued but undrawn Letters
of  Credit  and  all other amounts payable by the Borrower  under
this  Agreement and the other Loan Documents to be forthwith  due
and  payable, whereupon such Advances, all such interest and  all
such  amounts  shall  become and be forthwith  due  and  payable,
without  presentment, demand, protest or further  notice  of  any
kind,  all  of which are hereby expressly waived by the Borrower,
provided,  that  any  such request or consent  pursuant  to  this
clause (ii) shall be made solely by the Lenders holding at  least
66-2/3%  of  the  then aggregate Outstanding Credits;  and  (iii)
instruct the Fronting Bank to (whereupon the Fronting Bank shall)
furnish  to  each Beneficiary written notice of its intention  to
terminate  such  Letter of Credit pursuant to the terms  thereof,
provided,  that  any  such request or consent  pursuant  to  this
clause  (iii)  shall  be  made  solely  by  the  Lenders  holding
Percentages in the aggregate of not less that 66-2/3% or, if  the
Commitments shall then have been terminated, Lenders  holding  at
least   66-2/3%  of  the  then  aggregate  Outstanding   Credits;
provided, however, that if such Event of Default is an  Event  of
Default pursuant to subsection (f) of Section 8.01, then (A)  the
obligation  of each Lender to make Advances to the Borrower,  and
the  obligation of the Fronting Bank to issue Letters of  Credit,
shall  automatically  be terminated and  (B)  the  Advances,  all
interest thereon, an amount equal to the aggregate Stated  Amount
of all issued but undrawn Letters of Credit and all other amounts
payable  by the Borrower under this Agreement and the other  Loan
Documents  shall  automatically become and be  due  and  payable,
without  presentment, demand, protest or any notice of any  kind,
all of which are hereby expressly waived by the Borrower.


                           ARTICLE IX
         THE ADMINISTRATIVE AGENT AND THE FRONTING BANK

     SECTION 9.01. Authorization and Action.  Each Lender hereby
appoints  and  authorizes the Administrative Agent to  take  such
action  as agent on its behalf and to exercise such powers  under
this  Agreement as are delegated to the Administrative  Agent  by
the  terms  hereof, together with such powers as  are  reasonably
incidental thereto.  As to any matters not expressly provided for
by the Loan Documents (including, without limitation, enforcement
or  collection thereof), the Administrative Agent  shall  not  be
required  to  exercise  any discretion or take  any  action,  but
shall be required to act or to refrain from acting (and shall  be
fully protected in so acting or refraining from acting) upon  the
instructions of the Majority Lenders, and such instructions shall
be   binding  upon  all  Lenders;  provided,  however,  that  the
Administrative  Agent shall not be required to  take  any  action
that  exposes  the Administrative Agent to personal liability  or
that  is  contrary to the Loan Documents or applicable law.   The
Administrative  Agent agrees to deliver promptly to  each  Lender
notice  of  each  notice  given to it by  the  Borrower  and  the
Fronting Bank pursuant to the terms of this Agreement.

     SECTION 9.02. Administrative Agent's Reliance, Etc.  Neither the
Administrative  Agent nor any of its directors, officers,  agents
or  employees shall be liable for any action taken or omitted  to
be  taken  by  it or them under or in connection  with  any  Loan
Document, except for its or their own gross negligence or willful
misconduct.   Without  limitation  of  the  generality   of   the
foregoing,  the Administrative Agent:  (i) may treat each  Lender
party  hereto as a "Lender" hereunder and for all purposes hereof
until  the  Administrative Agent receives and  accepts  a  Lender
Assignment  entered  into by such Lender,  as  assignor,  and  an
assignee,  as  provided in Section 10.07; (ii) may  consult  with
legal  counsel (including counsel for the Borrower),  independent
public accountants and other experts selected by it and shall not
be  liable  for any action taken or omitted to be taken  in  good
faith  by  it  in  accordance with the advice  of  such  counsel,
accountants or experts; (iii) makes no warranty or representation
to  any Lender and shall not be responsible to any Lender for the
Information  Memorandum  or any other statements,  warranties  or
representations made in or in connection with any Loan  Document;
(iv) shall not have any duty to ascertain or to inquire as to the
performance  or  observance of any of  the  terms,  covenants  or
conditions of any Loan Document on the part of the Borrower to be
performed or observed, or to inspect any property (including  the
books  and records) of the Borrower; (v) shall not be responsible
to   any  Lender  for  the  due  execution,  legality,  validity,
enforceability,  genuineness, sufficiency or value  of  any  Loan
Document  or any other instrument or document furnished  pursuant
hereto; and (vi) shall incur no liability under or in respect  of
any Loan Document by acting upon any notice, consent, certificate
or  other  instrument  or writing (which  may  be  by  facsimile)
believed  by  it to be genuine and signed or sent by  the  proper
party or parties.

     SECTION 9.03. Union Bank, Bank One, NA and Affiliates.  With
respect  to its Commitment and the Advances made by it,  each  of
Union  Bank and Bank One, NA (and/or any other Lender then acting
as  "Fronting Bank") shall have the same rights and powers  under
the  Loan Documents as any other Lender and may exercise the same
as  though  it were not the Administrative Agent or the  Fronting
Bank,  as  the  case may be, and the term "Lender"  or  "Lenders"
shall,  unless otherwise expressly indicated, include Union  Bank
and  Bank  One,  NA  (and/or  any other  Lender  then  acting  as
"Fronting  Bank") in its individual capacity.  Union  Bank,  Bank
One,  NA (and/or any other Lender acting as "Fronting Bank")  and
their  respective Affiliates may accept deposits from, lend money
to,  act as trustee under indentures of, and generally engage  in
any  kind of business with, the Borrower, any of its Subsidiaries
and  any Person who may do business with or own securities of the
Borrower  or any such Subsidiary, all as if Union Bank  were  not
the  Administrative  Agent and Bank One,  NA  (and/or  any  other
Lender then acting as "Fronting Bank") were not the Fronting Bank
and without any duty to account therefor to the Lenders.

     SECTION 9.04. Lender Credit Decision.  Each Lender acknowledges
that  it  has,  independently  and  without  reliance  upon   the
Administrative Agent, the Fronting Bank or any other  Lender  and
based  on the Information Memorandum and the Financial Statements
and  such  other  documents  and information  as  it  has  deemed
appropriate, made its own credit analysis and decision  to  enter
into this Agreement.  Each Lender also acknowledges that it will,
independently and without reliance upon the Administrative Agent,
the Fronting Bank 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.

     SECTION 9.05. Indemnification.  The Lenders agree to indemnify
the  Administrative Agent (to the extent not  reimbursed  by  the
Borrower), ratably according to their respective Commitments (or,
if the Commitments have been terminated, ratably according to the
respective principal amounts of Outstanding Credits held by  them
(provided,  that  if any Commitments or Outstanding  Credits  are
held  by  the  Borrower  or any Affiliate  thereof,  any  ratable
apportionment   hereunder   shall   exclude   their    respective
Commitments  hereunder  or the principal amounts  of  Outstanding
Credits  held  by  the  Borrower or such  Affiliate)),  from  and
against  any  and all liabilities, obligations, losses,  damages,
penalties,   actions,  judgments,  suits,  costs,   expenses   or
disbursements  of  any  kind or nature  whatsoever  that  may  be
imposed  on,  incurred by, or asserted against the Administrative
Agent  in its capacity as such in any way relating to or  arising
out  of  any Loan Document or any action taken or omitted by  the
Administrative  Agent  in its capacity as  such  under  any  Loan
Document, provided that no Lender shall be liable for any portion
of  such  liabilities, obligations, losses,  damages,  penalties,
actions,  judgments,  suits,  costs,  expenses  or  disbursements
resulting  from  the Administrative Agent's gross  negligence  or
willful  misconduct.  Without limitation of the  foregoing,  each
Lender agrees to reimburse the Administrative Agent promptly upon
demand  for  such  Lender's ratable share  of  any  out-of-pocket
expenses  (including counsel fees) incurred by the Administrative
Agent  in  connection with the preparation, execution,  delivery,
administration,  modification, amendment or enforcement  (whether
through  negotiations, legal proceedings  or  otherwise)  of,  or
legal advice in respect of rights or responsibilities under,  the
Loan  Documents  to the extent that the Administrative  Agent  is
entitled  to reimbursement for such expenses pursuant to  Section
10.04 but is not reimbursed for such expenses by the Borrower.

     SECTION   9.06.   Successor  Administrative   Agent.    The
Administrative  Agent may resign at any time  by  giving  written
notice  thereof to the Lenders and the Borrower,  with  any  such
resignation  to become effective only upon the appointment  of  a
successor  Administrative Agent pursuant to  this  Section  9.06.
Upon  any  such resignation, the Majority Lenders shall have  the
right to appoint a successor Administrative Agent, which shall be
a  Lender  or another commercial bank or trust company reasonably
acceptable to the Borrower organized or licensed under  the  laws
of  the  United States, or of any State thereof.  If no successor
Administrative Agent shall have been so appointed by the Majority
Lenders, and shall have accepted such appointment, within 30 days
after  the  retiring Administrative Agent's giving of  notice  of
resignation,  then  the  retiring Administrative  Agent  may,  on
behalf  of the Lenders, appoint a successor Administrative Agent,
which  shall  be  Lender or shall be another commercial  bank  or
trust  company organized or licensed under the laws of the United
States  or  of  any  State thereof reasonably acceptable  to  the
Borrower.    In   addition  to  the  foregoing   right   of   the
Administrative Agent to resign, the Majority Lenders  may  remove
the  Administrative  Agent at any time, with  or  without  cause,
concurrently  with the appointment by the Majority Lenders  of  a
successor  Administrative  Agent.  Upon  the  acceptance  of  any
appointment  as  Administrative Agent hereunder  by  a  successor
Administrative Agent, such successor Administrative  Agent  shall
thereupon  succeed  to  and become vested with  all  the  rights,
powers,  privileges  and  duties of the  retiring  Administrative
Agent,  and the retiring Administrative Agent shall be discharged
from its duties and obligations under this Agreement.  After  any
retiring  Administrative Agent's resignation or removal hereunder
as  Administrative Agent, the provisions of this Article IX shall
inure  to  its benefit as to any actions taken or omitted  to  be
taken  by  it  while it was Administrative Agent under  the  Loan
Documents.


                            ARTICLE X
                          MISCELLANEOUS

     SECTION 10.01.  Amendments, Etc.  No amendment or waiver
of  any  provision  of  any Loan Document,  nor  consent  to  any
departure  by  the  Borrower therefrom, shall  in  any  event  be
effective unless the same shall be in writing and signed  by  the
Majority  Lenders,  and  then such waiver  or  consent  shall  be
effective  only  in the specific instance and  for  the  specific
purpose  for  which given; provided, however, that no  amendment,
waiver or consent shall, unless in writing and signed by all  the
Lenders,  do any of the following: (a) waive, modify or eliminate
any  of  the conditions specified in Article V, (b) increase  the
Commitment of any Lender hereunder or increase the Commitments of
the  Lenders  that  may be maintained hereunder  or  subject  the
Lenders  to any additional obligations, (c) reduce the  principal
of,  or  interest on, the Advances, any Applicable Margin or  any
fees  or other amounts payable hereunder (other than fees payable
to  the Administrative Agent pursuant to Section 2.03(b) hereof),
(d)  postpone any date fixed for any payment of principal of,  or
interest  on,  the Advances or any fees or other amounts  payable
under  the  Loan  Documents  (other  than  fees  payable  to  the
Administrative   Agent  pursuant  to  Section  2.03(b)   hereof),
(e)  change the percentage of the Commitments or of the aggregate
unpaid principal amount of the Outstanding Credits, or the number
of  Lenders that shall be required for the Lenders or any of them
to  take any action under the Loan Documents, (f) amend any  Loan
Document in a manner intended to prefer one or more Lenders  over
any  other  Lenders, or (g) amend this Section  10.01;  provided,
that  any  waiver  of,  or  consent  to  a  departure  from,  the
requirements of Section 2.02(b) shall be effective if  authorized
in  writing  by the Majority Lenders and the Fronting  Bank;  and
provided,  further, that no amendment, waiver or  consent  shall,
unless  in writing and signed by the Administrative Agent or  the
Fronting  Bank,  as the case may be, in addition to  the  Lenders
required  above to take such action, affect the rights or  duties
of the Administrative Agent or the Fronting Bank, as the case may
be, under any Loan Document.

     SECTION 10.02.     Notices, Etc.  Except as otherwise expressly
provided  herein,  all notices and other communications  provided
for  under  the  Loan  Documents shall be in  writing  (including
facsimile communication) and mailed,  sent by facsimile  or  hand
delivered:

          (i)  if to the Borrower, to it in care of NUSCO at 107 Selden
               Street, Berlin, Connecticut 06037, Attention: Assistant
               Treasurer, facsimile number: (860) 665-5457, confirm
               number: (860) 665-3258;

          (ii) if to any Bank, at its Domestic Lending Office specified
               opposite its name on Schedule I hereto;

          (iii) if to any Lender other than a Bank, at its Domestic
                Lending Office specified in the Lender Assignment
                pursuant to which it became a Lender;

          (iv) if to the Administrative Agent, at its address at 445
               South Figueroa Street, Los Angeles, California 90071,
               Attention: Ms. Patricia Gonzales, Energy Capital
               Services,  facsimile number: (213) 236-4096, confirm
               number: (213) 236-6199; and

           v)  if to the Fronting Bank, at its address at 300 South
               Riverside, Floor 7, Suite 0236, Chicago, Illinois 60606,
               Attention:  Mr. Bill Slowinski, facsimile number: (312) 954-1767,
               confirm number: (312) 954-1934.

or,  as  to  each  party,  at  such other  address  as  shall  be
designated  by  such  party  in a written  notice  to  the  other
parties.  All such notices and communications shall, when mailed,
sent by facsimile or hand delivered, be effective five days after
when  deposited in the mails, or when sent by facsimile, or  when
delivered,  respectively, except that notices and  communications
to the Administrative Agent pursuant to Article II, III, IV or IX
shall  not  be  effective until received  by  the  Administrative
Agent.  With respect to any telephone notice given or received by
the  Administrative Agent pursuant to Section  3.03  hereof,  the
records  of the Administrative Agent shall be conclusive for  all
purposes.

     SECTION 10.03.     No Waiver of Remedies.  No failure on the
part of the Administrative Agent, the Fronting Bank or any Lender
to exercise, and no delay in exercising, any right under any Loan
Document shall operate as a waiver thereof; nor shall any  single
or  partial  exercise  of any such right preclude  any  other  or
further exercise thereof or the exercise of any other right.  The
remedies herein provided are cumulative and not exclusive of  any
remedies provided by law.

     SECTION 10.04.     Costs, Expenses and Indemnification.

     (a)  The Borrower agrees to pay when due, in accordance with the
terms  hereof:  (i) all costs and expenses of the  Administrative
Agent  in connection with the preparation, negotiation, execution
and  delivery  of the Loan Documents, the administration  of  the
Loan  Documents,  and  any proposed modification,  amendment,  or
consent   relating  thereto  (including,  in   each   case,   the
reasonable  fees  and expenses of counsel to  the  Administrative
Agent);  (ii)  all  customary and reasonable charges,  costs  and
expenses  of  the Fronting Bank in connection with the  issuance,
transfer,  modification  or amendment of  any  Letter  of  Credit
(including,  in  each case, the reasonable fees and  expenses  of
counsel  to the Fronting Bank); and (iii) all costs and  expenses
of  the  Administrative Agent, the Fronting Bank and each  Lender
(including  all fees and expenses of counsel) in connection  with
the  enforcement, whether through negotiations, legal proceedings
or otherwise, of the Loan Documents.

     (b)  The Borrower hereby agrees to indemnify and hold the
Administrative Agent, the Fronting Bank and each Lender, and its
officers, directors, employees, professional advisors and
affiliates (each, an "Indemnified Person") harmless from and
against any and all claims, damages, losses, liabilities, costs
or expenses (including reasonable attorney's fees and expenses,
whether or not such Indemnified Person is named as a party to any
proceeding or investigation or is otherwise subjected to judicial
or legal process arising from any such proceeding or
investigation) that any of them may incur or that may be claimed
against any of them by any person or entity (except to the extent
such claims, damages, losses, liabilities, costs or expenses
arise from the gross negligence or willful misconduct of the
Indemnified Person):

          (i)  by reason of or in connection with the execution,
     delivery or  performance  of  the Loan Documents or any
     transaction contemplated thereby, or the use by the Borrower
     of the proceeds of any Advance, or the issuance of, or the use
     by the Borrower of, or the use by any Beneficiary of the proceeds
     of, any Letter of Credit;

          (ii) in connection with or resulting from the utilization,
     storage, disposal, treatment, generation, transportation, release
     or ownership of any Hazardous Substance (A) at, upon or under any
     property of the Borrower or any of its Affiliates or (B) by or on
     behalf of the Borrower or any of its Affiliates at any time and
     in any place; or

          (iii) in connection with any documentary taxes, assessments
     or charges made by any governmental authority by reason of the
     execution and delivery of the Loan Documents.

     (c)  The Borrower's obligations under this Section 10.04 shall
survive  the  assignment by any Lender pursuant to Section  10.07
hereof  and  shall survive as well the repayment of  all  amounts
owing  to  the  Lenders  and the Fronting  Bank  under  the  Loan
Documents and the termination of the Commitments.  If and to  the
extent   that  the  obligations  of  the  Borrower   under   this
Section  10.04  are  unenforceable for any reason,  the  Borrower
agrees  to  make  the  maximum contribution to  the  payment  and
satisfaction thereof which is permissible under applicable law.

     (d)  The Borrower's obligations under this Section 10.04 are in
addition to and shall not be deemed to supersede its
indemnification and similar obligations set forth in that certain
Commitment Letter dated as of October 3, 2002 among the Borrower,
Union Bank and Barclays Bank PLC..

     SECTION 10.05.     Right of Set-off.

     (a)  Upon (i) the occurrence and during the continuance of any
Event  of  Default,  and (ii) the making of the  request  or  the
granting  of  the consent specified by Section 8.02 to  authorize
the  Administrative Agent to declare the Advances due and payable
pursuant to the provisions of Section 8.02, each Lender is hereby
authorized  at  any time and from time to time,  to  the  fullest
extent  permitted  by  law, to set off  and  apply  any  and  all
deposits  (general  or  special, time or demand,  provisional  or
final) at any time held and other indebtedness at any time  owing
by  such  Lender  to  or for the credit or  the  account  of  the
Borrower  against any and all of the obligations of the  Borrower
now  or hereafter existing under the Loan Documents held by  such
Lender,  irrespective of whether or not such  Lender  shall  have
made  any  demand  under  the Loan Documents  and  although  such
obligations  may  be Unmatured.  Each Lender agrees  promptly  to
notify  the Borrower after any such set-off and application  made
by  such  Lender, provided that the failure to give  such  notice
shall  not  affect the validity of such set-off and  application.
The  rights of each Lender under this Section are in addition  to
other  rights and remedies (including, without limitation,  other
rights of set-off) that such Lender may have.

     (b)  The Borrower agrees that it shall have no right of off-set,
deduction or counterclaim in respect of its obligations under the
Loan Documents, and that the obligations of the Lenders hereunder
are several and not joint.  Nothing contained herein shall
constitute a relinquishment or waiver of the Borrower's rights to
any independent claim that the Borrower may have against the
Administrative Agent, the Fronting Bank or any Lender, but no
Lender shall be liable for the conduct of the Administrative
Agent, the Fronting Bank or any other Lender, and neither the
Administrative Agent nor the Fronting Bank shall be liable for
the conduct of the other or any Lender.

     SECTION 10.06.     Effectiveness.  This Agreement shall become
effective  when it shall have been executed by the Borrower,  the
Administrative  Agent  and  the  Fronting  Bank  and   when   the
Administrative Agent shall have been notified by each  Bank  that
such Bank has executed it.

     SECTION 10.07.     Assignments and Participation.

     (a)  The provisions of this Agreement shall be binding upon and
inure  to  the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that the Borrower
may  not  assign  or  otherwise transfer any  of  its  rights  or
obligations hereunder without the prior written consent  of  each
Lender and no Lender may assign or otherwise transfer any of  its
rights  or  obligations  hereunder  except  (i)  to  an  Eligible
Assignee  in accordance with the provisions of paragraph  (b)  of
this Section, (ii) by way of participation in accordance with the
provisions of paragraph (d) of this Section or (iii)  by  way  of
pledge  or  assignment  of  a security interest  subject  to  the
restrictions  of  paragraph (f) of this Section  (and  any  other
attempted  assignment or transfer by any party  hereto  shall  be
null and void).  Nothing in this Agreement, expressed or implied,
shall  be  construed to confer upon any Person  (other  than  the
parties hereto, their respective successors and assigns permitted
hereby, Participants to the extent provided in paragraph  (d)  of
this  Section  and, to the extent expressly contemplated  hereby,
the  Related Parties of each of the Administrative Agent and  the
Lenders)  any legal or equitable right, remedy or claim under  or
by reason of this Agreement.

     (b)  Any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under
the Loan Documents (including all or a portion of its Commitment
and the Advances at the time owing to it); provided that (i) such
Lender provides notice thereof to the Borrower within fifteen
(15) days of such assignment (but the failure to provide such
notice shall not affect the validity of such assignment), (ii)
except in the case of an assignment of the entire remaining
amount of the assigning Lender's Commitment and the Advances at
the time owing to it or in the case of an assignment to a Lender
or an Affiliate of a Lender or an Approved Fund with respect to a
Lender, the aggregate amount of the Commitment (which for this
purpose includes Advances outstanding thereunder) or, if the
applicable Commitment is not then in effect, the principal
outstanding balance of the Advances of the assigning Lender
subject to each such assignment (determined as of the date the
Lender Assignment with respect to such assignment is delivered to
the Administrative Agent or, if "Trade Date" is specified in the
Lender Assignment, as of the Trade Date) shall not be less than
$5,000,000, unless each of the Administrative Agent and, so long
as no Event of Default has occurred and is continuing, the
Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed), (iii) each partial assignment
shall be made as an assignment of a proportionate part of all the
assigning Lender's rights and obligations under this Agreement
with respect to the Advance or the Commitment assigned, (iv) any
assignment of a Commitment must be approved by the Administrative
Agent and the Fronting Bank unless the Person that is the
proposed assignee is itself a Lender with a Commitment (whether
or not the proposed assignee would otherwise qualify as an
Eligible Assignee) and (v) the parties to each assignment shall
execute and deliver to the Administrative Agent a Lender
Assignment, together with a processing and recordation fee of
$3,500.  Subject to acceptance and recording thereof by the
Administrative Agent pursuant to paragraph (c) of this Section,
from and after the effective date specified in each Lender
Assignment, the Eligible Assignee thereunder shall be a party to
this Agreement and, to the extent of the interest assigned by
such Lender Assignment, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Lender
Assignment, be released from its obligations under this Agreement
(and, in the case of a Lender Assignment covering all of the
assigning Lender's rights and obligations under this Agreement,
such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 4.03 and 4.05 with
respect to facts and circumstances occurring prior to the
effective date of such assignment.  Any assignment or transfer by
a Lender of rights or obligations under this Agreement that does
not comply with this paragraph shall be treated for purposes of
this Agreement as a sale by such Lender of a participation in
such rights and obligations in accordance with paragraph (d) of
this Section.

     (c)  The Administrative Agent, acting solely for this purpose as
an agent of the Borrower, shall maintain at one of its addresses
referred to in Section 10.02 a copy of each Lender Assignment
delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitments of, and
principal amounts of the Advances owing to, each Lender pursuant
to the terms hereof from time to time (the "Register").  The
entries in the Register shall be conclusive, and the Borrower,
the Administrative Agent and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary.  The Register shall be
available for inspection by the Borrower and any Lender, at any
reasonable time and from time to time upon reasonable prior
notice.

     (d)  Any Lender may at any time, without the consent of the
Borrower or the Administrative Agent, sell participations to any
Person (other than a natural person or the Borrower or any of the
Borrower's Affiliates or Subsidiaries) (each, a "Participant") in
all or a portion of such Lender's rights and/or obligations under
this Agreement (including all or a portion of its Commitment
and/or the Advances owing to it); provided that (i) such Lender's
obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and
(iii) the Borrower, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations
under this Agreement.  Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and
to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver
described in Section 10.01(a)-(g) that affects such Participant.
Subject to paragraph (e) of this Section, the Borrower agrees
that each Participant shall be entitled to the benefits of
Sections 4.03 and 4.05 to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to paragraph
(b) of this Section.  To the extent permitted by law, each
Participant also shall be entitled to the benefits of
Section 10.05 as though it were a Lender, provided such
Participant agrees to be subject to Section 4.04 as though it
were a Lender.

     (e)  A Participant shall not be entitled to receive any greater
payment under Sections 4.03 and 4.05 than the applicable Lender
would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the
participation to such Participant is made with each Borrower's
prior written consent.  A Participant that is not incorporated
under the laws of the United States of America or any state
thereof shall not be entitled to the benefits of Section 4.05
unless the Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the
Borrower, to comply with Section 4.05(e) as though it were a
Lender.

     (f)  Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement
to secure obligations of such Lender, including without
limitation any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such pledge or assignment
shall release such Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a
party hereto.

     (g)  If any Lender shall have delivered a notice to the
Administrative Agent described in Section 4.03(a), (b), (c) or
(f) hereof, or shall become a non-performing Lender under Section
3.03(b) hereof, and if and so long as such Lender shall not have
withdrawn such notice or corrected such non-performance in
accordance with Section 3.03(b), the Borrower may demand that
such Lender assign, in accordance with Section 10.07 hereof, to
one or more assignees designated by either the Borrower or the
Administrative Agent (and reasonably acceptable to the other),
all (but not less than all) of such Lender's Commitment,
Advances, participation and other rights and obligations under
the Loan Documents; provided that any such demand by the Borrower
during the continuance of an Event of Default or an Unmatured
Default shall be ineffective without the consent of the Majority
Lenders.  If, within 30 days following any such demand by the
Borrower, any such assignee so designated shall fail to tender
such assignment on terms reasonably satisfactory to the Borrower
and the Borrower and the Administrative Agent shall have failed
to designate any such assignee, then such demand by the Borrower
shall become ineffective, it being understood for purposes of
this provision that such assignment shall be conclusively deemed
to be on terms reasonably satisfactory to such Lender, and such
Lender shall be compelled to tender such assignment forthwith, if
(i) such assignee (A) shall agree to such assignment in
substantially the form of the Lender Assignment and (B) shall
tender payment to such Lender in an amount equal to the full
outstanding dollar amount accrued in favor of such Lender
hereunder (as computed in accordance with the records of the
Administrative Agent) and (ii) in the event the Borrower demanded
such assignment, the Borrower shall tender payment to the
Administrative Agent of the processing and recording fee
specified in Section 10.07(b) for such assignment.

     SECTION 10.08.     Confidentiality.  In connection with the
negotiation  and  administration  of  the  Loan  Documents,   the
Borrower has furnished or caused to have furnished and will  from
time   to  time  furnish  or  cause  to  be  furnished   to   the
Administrative Agent, the Fronting Bank and the Lenders (each,  a
"Recipient")  written  information that  when  delivered  to  the
Recipient  will  be deemed to be confidential (such  information,
other  than any such information that (i) was publicly available,
or  otherwise known to the Recipient, at the time of  disclosure,
(ii)  subsequently becomes publicly available other than  through
any   act  or  omission  by  the  Recipient  or  (iii)  otherwise
subsequently becomes known to the Recipient other than through  a
Person whom the Recipient knows to be acting in violation of  his
or its obligations to the Borrower, being hereinafter referred to
as "Confidential Information").  The Recipient will not knowingly
disclose  any  such Confidential Information to any  third  party
(other than to those Persons who have a confidential relationship
with  the  Recipient),  and will take  all  reasonable  steps  to
restrict  access  to  such information in a  manner  designed  to
maintain  the  confidential nature of such information,  in  each
case  until  such  time  as the same ceases  to  be  Confidential
Information  or  as the Borrower may otherwise instruct.   It  is
understood,  however, that the foregoing will  not  restrict  the
Recipient's   ability  to  freely  exchange   such   Confidential
Information with prospective participants in or assignees of  the
Recipient's  position herein, but the Recipient's ability  to  so
exchange  Confidential Information shall be conditioned upon  any
such prospective participant's entering into an understanding  as
to  confidentiality  similar to this provision.   It  is  further
understood that the foregoing will not prohibit the disclosure of
any  or  all  Confidential Information if and to the extent  that
such  disclosure  may be required (i) by a regulatory  agency  or
otherwise  in  connection with an examination of the  Recipient's
records by appropriate authorities, (ii) pursuant to court order,
subpoena  or other legal process or (iii) otherwise, as  required
by law; in the event of any required disclosure under clause (ii)
or  (iii), above, the Recipient agrees to use reasonable  efforts
to  inform  the  Borrower as promptly as practicable  unless  the
Lender  is  prohibited from doing so by court order, subpoena  or
other legal process.

     SECTION 10.09.     Waiver of Jury Trial.  The Borrower, the
Administrative Agent, the Fronting Bank and each of  the  Lenders
hereby  irrevocably  waives all right to trial  by  jury  in  any
action, proceeding or counterclaim arising out of or relating  to
the Loan Documents, or any other instrument or document delivered
hereunder or thereunder.

     SECTION 10.10.     Governing Law.  The Loan Documents shall be
governed  by, and construed in accordance with, the laws  of  the
State  of  New  York.   The Borrower, each of  the  Lenders,  the
Fronting  Bank  and  the  Administrative Agent:  (i)  irrevocably
submits  to  the  jurisdiction of any New  York  State  Court  or
Federal court sitting in New York City in any action arising  out
of or relating to the Loan Documents, (ii) agrees that all claims
in such action may be decided in such court, (iii) waives, to the
fullest  extent  it  may effectively do so,  the  defense  of  an
inconvenient forum and (iv) consents to the service of process by
mail.   A  final judgment in any such action shall be  conclusive
and  may be enforced in other jurisdictions. Nothing herein shall
affect  the  right  of any party to serve legal  process  in  any
manner  permitted by law or affect its right to bring any  action
in any other court.

     SECTION 10.11.     Relation of the Parties; No Beneficiary. No
term,  provision or requirement, whether express or  implied,  of
any  Loan Document, or actions taken or to be taken by any  party
thereunder,   shall  be  construed  to  create   a   partnership,
association,  or  joint venture between such parties  or  any  of
them.   No  term  or  provision of any  Loan  Document  shall  be
construed to confer a benefit upon, or grant a right or privilege
to, any Person other than the parties hereto.

     SECTION 10.12.     Execution in Counterparts.  This Agreement
may  be  executed in any number of counterparts and by  different
parties  hereto in separate counterparts, each of which  when  so
executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

     SECTION 10.13.     Limitation of Liability.  No shareholder or
trustee  of  NU shall be held to any liability whatever  for  the
payment of any sum of money or for damages or otherwise under any
Loan  Document, and such Loan Documents shall not be  enforceable
against  any  such  trustee in their or  his  or  her  individual
capacities  or  capacity  and  such  Loan  Documents   shall   be
enforceable  against the trustees of NU only as such,  and  every
person, firm, association, trust or corporation having any  claim
or  demand arising under such Loan Documents and relating to  NU,
its  shareholders  or  trustees shall look solely  to  the  trust
estate of NU for the payment or satisfaction thereof.

<PAGE>


                                                              S-1

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


                              NORTHEAST UTILITIES



                              By: /s/ Randy A. Shoop
                                     Name:  Randy A. Shoop
                                     Title:  Assistant
                                      Treasurer-Finance

 <PAGE>
                                                            S-2

                              UNION BANK OF CALIFORNIA, N.A.,
                                  as Administrative Agent


                              By:  /s/ Kevin M. Zitar
                                  Name:  Kevin M. Zitar
                                  Title: Vice President

 <PAGE>

                                                              S-3
                              BANK ONE, NA, as Fronting Bank
                              (Main Office - Chicago)


                              By:  /s/ George Schanz
                                  Name:  George Schanz
                                  Title: Managing Director

<PAGE>

                                                              S-4

The Banks:

Commitment:  $46,442,307.70            Union Bank of California

                                        By:  /s/ Kevin M. Zitar
                                             Name:  Kevin M. Zitar
                                             Title: Vice President

<PAGE>
                                                            S-5

Commitment:    $46,442,307.69           BANK ONE, NA



                                        By: /s/ George Schanz
                                         Name:  George Schanz
                                         Title: Managing Director

<PAGE>
                                                           S-6

Commitment:    $46,442,307.70           BARCLAYS BANK PLC

                                        By:  /s/ Sydney G. Dennis
                                             Name:  Sydney G. Dennis
                                             Title: Director

<PAGE>
                                                         S-7

Commitment:    $46,442,307.70           CITIBANK, N. A.

                                        By:  /s/ Anita J. Brickell
                                             Name: Anita J. Brickell
                                             Title: Vice President

<PAGE>
                                                         S-8

Commitment:    $40,384,615.38           FLEET NATIONAL BANK

                                        By:  /s/ Michael M. Parker
                                             Name: Michael M. Parker
                                             Title: Managing Director

<PAGE>
                                                          S-9

Commitment:    $26,923,076.92           TORONTO DOMINION (TEXAS), INC.

                                        By:   /s/ Jano Nixon
                                             Name: Jano Nixon
                                             Title: Vice President

<PAGE>
                                                          S-10

Commitment:    $32,307,692.31           THE BANK OF NEW YORK

                                        By:  /s/ John N. Watt
                                            Name:  John N. Watt
                                            Title: Vice President

<PAGE>
                                                          S-11

Commitment:    $24,230,769.23           JPMORGAN CHASE BANK

                                        By: /s/ Robert M. Bowen, II
                                            Name: Robert M. Bowen, II
                                            Title: Managing Director

<PAGE>
                                                          S-12

Commitment:    $26,923,076.92           CITIZENS BANK OF MASSACHUSETTS

                                        By: /s/ Michael Ouellet
                                            Name:  Michael Ouellet
                                            Title: Vice President

<PAGE>
                                                          S-21

Commitment:    $13,461,538.46           MELLON BANK, N.A.

                                       By:  /s/ Roger N. Stanier
                                           Name: Roger N. Stanier
                                           Title: Vice President

Total of Commitments: $350,000,000


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2K OTH CONTRCT
<SEQUENCE>4
<FILENAME>exhb4clpcred112102.txt
<DESCRIPTION>CLP ET REVOLVER CREDIT AGMT 111202
<TEXT>

Exhibit B-4
                                                   [EXECUTION VERSION]


                           CREDIT AGREEMENT

                     Dated as of November 12, 2002

                                 among

                         THE CONNECTICUT LIGHT
                          AND POWER COMPANY,
                         WESTERN MASSACHUSETTS
                           ELECTRIC COMPANY,
                   YANKEE GAS SERVICES COMPANY, and
                       PUBLIC SERVICE COMPANY OF
                             NEW HAMPSHIRE
                             as Borrowers

                        THE BANKS NAMED HEREIN

                                  and

                            CITIBANK, N.A.
                        as Administrative Agent




                     SALOMON SMITH BARNEY INC. and
                    BANC ONE CAPITAL MARKETS, INC.
                        as Joint Lead Arrangers

                             BANK ONE, NA,
                         BARCLAYS BANK PLC and
                    UNION BANK OF CALIFORNIA, N.A.
                       as Co-Syndication Agents

                          FLEET NATIONAL BANK
                        as Documentation Agent
                           CREDIT AGREEMENT

  <PAGE>

                     Dated as of November 12, 2002



     THIS CREDIT AGREEMENT is made by and among:

     (i)   THE CONNECTICUT LIGHT AND POWER COMPANY, a corporation
           organized under the laws of the State of Connecticut
           ("CL&P");

     (ii)  WESTERN MASSACHUSETTS ELECTRIC COMPANY, a corporation
           organized under the laws of the Commonwealth of Massachusetts
           ("WMECO");

     (iii) YANKEE GAS SERVICES COMPANY, a corporation organized
           under the laws of the State of Connecticut ("Yankee");

     (iv)  PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE, a corporation
           organized under the laws of the State of New Hampshire
           ("PSNH"; CL&P, WMECO, Yankee and PSNH each being a
           "Borrower", and collectively, the "Borrowers").

     (v)  The financial institutions (the "Banks") listed on the
          signature pages hereof and the other Lenders (as hereinafter
          defined) from time to time party hereto; and

     (vi) CITIBANK, N.A. ("Citibank"), as Administrative Agent for the
          Lenders hereunder.

                         PRELIMINARY STATEMENT

     The Borrowers have requested the Banks to provide the credit
facility  hereinafter described in the amounts and on  the  terms
and conditions set forth herein.  The Banks have so agreed on the
terms  and  conditions set forth herein, and  the  Administrative
Agent  has  agreed to act as agent for the Lenders on such  terms
and conditions.

     Based  upon  the  foregoing and subject  to  the  terms  and
conditions set forth in this Agreement, the parties hereto hereby
agree as follows:

<PAGE>
                             ARTICLE I
                   DEFINITIONS AND ACCOUNTING TERMS

     SECTION 1.01. Certain Defined Terms.

     As  used  in this Agreement, the following terms shall  have
the  following  meanings (such meanings to be applicable  to  the
singular and plural forms of the terms defined):

          "Administrative Agent" means Citibank, in its  capacity
     as  administrative agent hereunder, or any successor thereto
     as provided herein.

          "Advance" means a Contract Advance.

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

          "Agreement"  means this Credit Agreement, as  the  same
     may be modified, amended and/or supplemented pursuant to the
     terms hereof.

          "Applicable Facility Fee Rate" means, for each Borrower
     for  any  day, the percentage per annum set forth  below  in
     effect  on  such  day,  determined  on  the  basis  of   the
     Applicable Rating Level of CL&P:

                    Applicable Facility Fee Rate


              Applicable Rating Level        Percentage (%)
              Level I                           0.100
              Level II                          0.125
              Level III                         0.150
              Level IV                          0.200
              Level V                           0.500

     Any  change in the Applicable Facility Fee Rate caused by  a
     change  in the Applicable Rating Level shall take effect  at
     the  time  such change in the Applicable Rating Level  shall
     occur.

          "Applicable Lending Office" means, with respect to each
     Lender:

               (i)  in the case of any Contract Advance, (A) such
          Lender's "Eurodollar Lending Office" in the case of a
          Eurodollar Rate Advance or (B) such Lender's "Domestic
          Lending Office" in the case of a Base Rate Advance, in
          each case as specified opposite such Lender's name on Schedule
          I hereto or in the Lender Assignment pursuant to which it
          became a Lender; or

               (ii) in each case, such other office of such Lender as
          such Lender may from time to time specify in writing to the
          Borrowers and the Administrative Agent.

          "Applicable Margin" means, for each Borrower,  for  any
     day for any outstanding Contract Advance, the percentage per
     annum  set forth below in effect on such day, determined  on
     the basis of the Applicable Rating Level for such Borrower:

                  Applicable Margin (Percentage %)

                   Eurodollar   Utilization             Utilization
                     Rate         Margin                   Margin
         Rating    Advances        for       Base Rate    for Base
         Level       (%)        Eurodollar   Advances(%)    Rate
                                  Rate                   Advances
                               Advances (%)                (%)

         Level I    0.600         0.125        0.000        0.000
         Level II   0.750         0.125        0.000        0.000
         Level III  0.850         0.125        0.000        0.125
         Level IV   1.050         0.125        0.050        0.250
         Level V    1.500         0.500        0.500        0.250


     provided, that (x) the Applicable Margin for Eurodollar Rate
     Advances shall be increased by the rate per annum set  forth
     above  under the caption "Utilization Margin for  Eurodollar
     Rate  Advances"  that corresponds to the  Applicable  Rating
     Level  used to determine such Applicable Margin and (y)  the
     Applicable Margin for Base Rate Advances shall be  increased
     by  the  rate  per annum set forth above under  the  caption
     "Utilization Margin for Base Rate Advances" that corresponds
     to  the  Applicable  Rating Level  used  to  determine  such
     Applicable Margin, in any case, during any period  in  which
     the  total  principal  amount  of  outstanding  Advances  is
     greater  than one-half of the Total Commitment.  Any  change
     in   the  Applicable  Margin  caused  by  a  change  in  the
     Applicable Rating Level shall take effect at the  time  such
     change in the Applicable Rating Level shall occur.

          "Applicable  Rate" means, with respect to  any  Advance
     made  to any Borrower, either of (i) the Base Rate from time
     to  time  applicable  to such Advance  plus  the  Applicable
     Margin,  or  (ii)  the Eurodollar Rate  from  time  to  time
     applicable to such Advance plus the Applicable Margin.

          "Applicable Rating Level" for each Borrower,  shall  be
     determined at any time and from time to time on the basis of
     the  Reference  Ratings  applicable  to  such  Borrower,  in
     accordance with the following:

                          Applicable Rating Level
                       S&P                  Moody's
     Level I        A- or higher         A3 or higher
     Level II       BBB+                 Baa1
     Level III      BBB                  Baa2
     Level IV       BBB-                 Baa3
     Level V        BB+ or lower         Ba1 or lower

     In the event that the Reference Ratings do not correspond to
     the  same Applicable Rating Level, then the lower of the two
     ratings shall determine the Applicable Rating Level,  except
     that if the Reference Ratings differ by more than one Level,
     the   Level  that  is  one  Level  higher  than  the   Level
     corresponding  to the lower of such ratings shall  determine
     the  Applicable Rating Level; provided, that  the  foregoing
     exception shall not apply in any case when the lower of such
     ratings  shall correspond to Level IV or Level V,  in  which
     case  the  Level  corresponding to such lower  rating  shall
     determine  the  Applicable Rating Level; provided,  further,
     that  if  such  Borrower has outstanding Borrower  Debt  (or
     Secured  Debt,  if  Secured Debt then forms  the  basis  for
     Reference  Ratings pursuant to the definition of  "Reference
     Ratings"  in  this Section 1.01) and both  Moody's  and  S&P
     shall  have  ceased  to issue or maintain  ratings  on  such
     Borrower  Debt (or Secured Debt, as the case may  be),  then
     the Applicable Rating Level shall be Level V.

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

          "Available  Commitment" means,  for  each  Lender,  the
     unused  portion of such Lender's Commitment (which shall  be
     equal  to  the  excess, if any, of such Lender's  Commitment
     over   such   Lender's   Contract   Advances   outstanding).
     "Available Commitments" shall refer to the aggregate of  the
     Lenders' Available Commitments hereunder.

          "Banks"  has the meaning assigned to that term  in  the
     caption to this Agreement.

          "Base  Rate"  means,  for  any  period,  a  fluctuating
     interest rate per annum as shall be in effect from  time  to
     time which rate per annum shall at all times be equal to the
     highest of:

               (a)  the rate of interest announced publicly by the
          Administrative Agent in its principal place of business from
          time to time as the Administrative Agent's base rate;

               (b)  1/2 of one percent per annum above the latest
          three-week moving average of secondary market morning
          offering rates in the United States for three-month
          certificates of deposit of major United States money market
          banks, adjusted to the nearest 1/32 of one percent (the "CD
          Rate"); and

               (c)  1/2 of one percent per annum above the Federal Funds
          Rate in effect from time to time.

     If  the  Administrative Agent shall have  determined  (which
     determination  shall  be conclusive absent  manifest  error)
     that  it  is unable to ascertain the CD Rate or the  Federal
     Funds  Rate  for  any  reason, including  the  inability  or
     failure  of  the  Administrative Agent to obtain  sufficient
     quotations  in accordance with the terms thereof,  the  Base
     Rate shall be determined without regard to clause (b) of the
     first  sentence  of  this  definition,  in  the  event   the
     Administrative Agent is unable to ascertain the CD Rate, and
     clause (c) of the first sentence of this definition, in  the
     event  the  Administrative Agent is unable to ascertain  the
     Federal  Funds Rate, until the circumstances giving rise  to
     such inability no longer exist.  Any change in the Base Rate
     due to a change in the Administrative Agent's base rate, the
     CD  Rate or the Federal Funds Rate shall be effective on the
     effective date of such change in the Administrative  Agent's
     base   rate,  the  CD  Rate  or  the  Federal  Funds   Rate,
     respectively.

          "Base Rate Advance" means a Contract Advance in respect
     of   which  a  Borrower  has  selected  in  accordance  with
     Article III hereof, or this Agreement provides for, interest
     to be computed on the basis of the Base Rate.

          "Borrower"  or "Borrowers" has the meaning assigned  to
     that term in the caption to this Agreement.

          "Borrower  Debt"  has  the  meaning  specified  in  the
     definition of "Reference Ratings" in this Section 1.01.

          "Borrower  Sublimit" means: (i) with respect  to  CL&P,
     $150,000,000,  (ii)  with  respect to  WMECO,  $100,000,000,
     (iii)  with  respect to Yankee, $100,000,000 and  (iv)  with
     respect to PSNH, $100,000,000.

          "Borrowing" means a Contract Borrowing.

          "Business  Day" means a day of the year on which  banks
     are  not  required or authorized to close in New  York  City
     and,   if  the  applicable  Business  Day  relates  to   any
     Eurodollar  Rate Advances, on which dealings are carried  on
     in the London interbank market.

          "Change  of  Control" means (a) any Person  or  "group"
     (within  the  meaning  of Section  13(d)  or  14(d)  of  the
     Securities  Exchange Act of 1934, as amended), shall  either
     (1)  acquire beneficial ownership of more than  50%  of  any
     outstanding  class  of common stock of  NU  having  ordinary
     voting  power  in  the  election  of  directors  of  NU   or
     (2)  obtain the power (whether or not exercised) to elect  a
     majority of NU's directors or (b) the Board of Directors  of
     NU  shall not consist of a majority of Continuing Directors.
     For  purposes  of  this  definition,  the  term  "Continuing
     Directors"  means  directors of NU on the Closing  Date  and
     each   other  director  of  NU,  if  such  other  director's
     nomination for election to the Board of Directors of  NU  is
     recommended by a majority of the then Continuing Directors.

          "Citibank" has the meaning assigned to that term in the
     caption to this Agreement.

          "CL&P"  has  the meaning assigned to that term  in  the
     caption to this Agreement.

          "Closing Date" has the meaning assigned to that term in
     Section 5.01 hereof.

          "Commitment"  means,  for each  Lender,  the  aggregate
     amount  set  forth  opposite  such  Lender's  name  on   the
     signature  pages hereof or, if such Lender has entered  into
     one or more Lender Assignments, set forth for such Lender in
     the Register maintained by the Administrative Agent pursuant
     to Section 10.07(c), in each such case as such amount may be
     reduced  from time to time pursuant to Section 2.03  hereof.
     "Commitments" shall refer to the aggregate of  the  Lenders'
     Commitments hereunder.

          "Confidential Information" has the meaning assigned  to
     that term in Section 10.08 hereof.

          "Consolidated  Debt"  means,  at  any  date   for   any
     Borrower,   the  total  Debt  of  such  Borrower   and   its
     Subsidiaries  as  determined  on  a  consolidated  basis  in
     accordance with generally accepted accounting principles.

          "Consolidated  EBIT" means, for any  Borrower  for  any
     period  (as determined on a consolidated basis in accordance
     with   generally   accepted  accounting   principles),   the
     Borrower's and its Subsidiaries' net income for such period,
     adjusted as follows:

          (i)  increased by the amount of federal and state income taxes
               to the extent deducted in the computation of such
               Borrower's and/or its Subsidiaries' consolidated net
               income for such period;

          (ii) increased by the amount of Consolidated Interest Expense
               deducted in the computation of the Borrower's and/or its
               Subsidiaries' consolidated net income for such period;

          (iii) increased by the amount of dividends on preferred stock
               deducted in the computation of the Borrower's and/or its
               Subsidiaries' consolidated net income for such period;

          (iv) decreased (increased) by the gain (loss) on asset sales
               done outside the ordinary course of business by the
               Borrower and/or its Subsidiaries to the extent such gains
               (losses) are not offset  by increases (decreases) in
               amortization of regulatory assets, and to the extent such
               gain (loss) is included in the computation
               of the Borrower's and/or its Subsidiaries' consolidated
               net income for such period; and

          (v)  decreased by the amount of revenues accrued by the
               Borrower and/or its Subsidiaries related to interest on
               Stranded Cost Recovery Obligations of the Borrower and/or
               its Subsidiaries, and  increased by the amount of
               operating expenses accrued by the Borrower and/or its
               Subsidiaries related to interest on Stranded
               Cost Recovery Obligations of the Borrower and/or its
               Subsidiaries, in each case to the extent included in the
               computation of the Borrower's and/or its Subsidiaries'
               consolidated net income for such period.

          "Consolidated   Interest  Expense"   means,   for   any
     Borrower,  for  any  period, the  aggregate  amount  of  any
     interest  required  to be paid during such  period  by  such
     Borrower and its Subsidiaries on Debt (including the current
     portion  thereof) (as determined on a consolidated basis  in
     accordance  with generally accepted accounting  principles),
     excluding interest required to be paid on the Stranded  Cost
     Recovery Obligations of such Borrower.

          "Contract Advance" means an advance by a Lender to  any
     Borrower  pursuant to Article III hereof, and  refers  to  a
     Eurodollar  Rate  Advance or a Base Rate  Advance  (each  of
     which  shall be a "Type" of Contract Advance).  For purposes
     of  this  Agreement, all Contract Advances of a  Lender  (or
     portions  thereof) of the same Type and Interest Period,  if
     any,  made or converted on the same day to the same Borrower
     shall  be deemed to be a single Advance by such Lender until
     repaid.

          "Contract  Borrowing" means a borrowing  consisting  of
     one  or more Contract Advances of the same Type and Interest
     Period,  if  any,  made  to the same Borrower  on  the  same
     Business  Day  by  the Lenders, ratably in  accordance  with
     their  respective Commitments.  A Contract Borrowing may  be
     referred  to herein as being a "Type" of Contract Borrowing,
     corresponding  to  the Type of Contract Advances  comprising
     such  Borrowing.   For  purposes  of  this  Agreement,   all
     Contract  Advances of the same Type and Interest Period,  if
     any,  made or converted on the same day to the same Borrower
     shall  be deemed a single Contract Borrowing hereunder until
     repaid.

          "Contract Note" means a promissory note of any Borrower
     payable to the order of a Lender, in substantially the  form
     of   Exhibit   1.01A   hereto,  evidencing   the   aggregate
     indebtedness of such Borrower to such Lender resulting  from
     the Contract Advances made by such Lender to such Borrower.

          "Debt"  means,  for  any Person,  without  duplication,
     (i)   indebtedness  of  such  Person  for  borrowed   money,
     including  but  not limited to obligations  of  such  Person
     evidenced  by  bonds,  debentures, notes  or  other  similar
     instruments  (excluding Stranded Cost  Recovery  Obligations
     which are non-recourse to such Person), (ii) obligations  of
     such  Person to pay the deferred purchase price of  property
     or  services  (excluding any obligation of  such  Person  to
     Dominion  Resources, Inc. or its successor with  respect  to
     disposition of spent nuclear fuel burned prior to  April  3,
     1983),  (iii)  obligations of such Person  as  lessee  under
     leases  which  shall have been or should be,  in  accordance
     with  generally accepted accounting principles, recorded  as
     capital  leases, (iv) obligations under direct  or  indirect
     guaranties  in  respect of, and obligations  (contingent  or
     otherwise) to purchase or otherwise acquire, or otherwise to
     assure  a  creditor against loss in respect of, indebtedness
     or  obligations  of  others  of the  kinds  referred  to  in
     clauses  (i)  through (iii), above, and (v)  liabilities  in
     respect of unfunded vested benefits under ERISA Plans.

          "Disclosure   Documents"  means,  for   any   Borrower:
     (i)  such  Borrower's Annual Report on  Form  10-K  for  the
     fiscal  year  ended  December 31, 2001; (ii)  its  Quarterly
     Reports   on  Form  10-Q  for  the  fiscal  quarters   ended
     March  31  and June 30, 2002; (iii) each Current  Report  on
     Form 8-K of such Person filed after June 30, 2002 and on  or
     prior   to  October  26,  2002;  and  (iv)  the  Information
     Memorandum.

          "Eligible  Assignee"  means  (i)  a  Lender,  (ii)   an
     Affiliate of a Lender, (iii) an Approved Fund and  (iv)  any
     other  Person (other than a natural person) approved by  the
     Administrative  Agent and, unless an Event  of  Default  has
     occurred and is continuing, the Borrower (each such approval
     not  to be unreasonably withheld or delayed); provided  that
     notwithstanding the foregoing, "Eligible Assignee" shall not
     include the Borrower or any of the Borrower's Affiliates  or
     Subsidiaries.

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

          "ERISA  Affiliate" means, with respect to  any  Person,
     any trade or business (whether or not incorporated) which is
     a  "commonly  controlled entity" of such Person  within  the
     meaning of the regulations under Section 414 of the Internal
     Revenue Code of 1986, as amended from time to time.

          "ERISA Multiemployer Plan" means a "multiemployer plan"
     subject to Title IV of ERISA.

          "ERISA Plan" means an employee benefit plan (other than
     a  ERISA Multiemployer Plan) maintained for employees of any
     Borrower  or  any  ERISA Affiliate thereof  and  covered  by
     Title IV of ERISA.

          "ERISA  Plan Termination Event" means (i) a  Reportable
     Event described in Section 4043 of ERISA and the regulations
     issued thereunder (other than a Reportable Event not subject
     to  the  provision for 30-day notice to the PBGC under  such
     regulations)  with  respect to an ERISA  Plan  or  an  ERISA
     Multiemployer Plan, or (ii) the withdrawal of  any  Borrower
     or  any  of  its ERISA Affiliates from an ERISA Plan  or  an
     ERISA Multiemployer Plan during a plan year in which it  was
     a "substantial employer" as defined in Section 4001(a)(2) of
     ERISA,  or  (iii)  the  filing of  a  notice  of  intent  to
     terminate  an ERISA Plan or an ERISA Multiemployer  Plan  or
     the treatment of an ERISA Plan amendment as a termination or
     of  an  ERISA  Multiemployer Plan amendment as a termination
     under  Section  4041  of ERISA, or (iv) the  institution  of
     proceedings  to  terminate  an  ERISA  Plan  or   an   ERISA
     Multiemployer  Plan by the PBGC, or (v) any other  event  or
     condition which might constitute grounds under Section  4042
     of  ERISA  for the termination of, or the appointment  of  a
     trustee to administer, any ERISA Plan or ERISA Multiemployer
     Plan.

          "Eurocurrency Liabilities" has the meaning assigned  to
     that  term in Regulation D of the Board of Governors of  the
     Federal Reserve System, as in effect from time to time.

          "Eurodollar Rate" means, for each Interest  Period  for
     each  Eurodollar Rate Advance comprising part  of  the  same
     Borrowing,  an interest rate per annum equal to the  average
     (rounded upward to the nearest whole multiple of 1/16 of  1%
     per  annum, if such average is not such a multiple)  of  the
     rates  per  annum  at  which deposits in  U.S.  dollars  are
     offered  by  the principal office of each of  the  Reference
     Banks  in  London,  England to prime  banks  in  the  London
     interbank  market at 11:00 a.m. (London time)  two  Business
     Days  before  the first day of such Interest Period  in  the
     amount of $1,000,000 and for a period equal to such Interest
     Period.   The  Eurodollar Rate for the Interest  Period  for
     each  Eurodollar Rate Advance comprising part  of  the  same
     Borrowing shall be determined by the Administrative Agent on
     the  basis of applicable rates furnished to and received  by
     the  Administrative  Agent  from  the  Reference  Banks  two
     Business Days before the first day of such Interest  Period,
     subject, however, to the provisions of Sections 3.05(d)  and
     4.03(g).

          "Eurodollar Rate Advance" means a Contract  Advance  in
     respect of which a Borrower has selected in accordance  with
     Article III hereof, or this Agreement provides for, interest
     to be computed on the basis of the Eurodollar Rate.

          "Eurodollar  Reserve Percentage" of any Lender  or  its
     subparticipant, for each Interest Period for each Eurodollar
     Rate Advance, means the reserve percentage applicable during
     such  Interest  Period (or if more than one such  percentage
     shall   be  so  applicable,  the  daily  average   of   such
     percentages  for those days in such Interest  Period  during
     which  any  such  percentage shall be so  applicable)  under
     Regulation D or other regulations issued from time  to  time
     by  the Board of Governors of the Federal Reserve System (or
     any   successor)   for  determining  the   maximum   reserve
     requirement  (including, without limitation, any  emergency,
     supplemental or other marginal reserve requirement,  without
     benefit  of or credit for proration, exemptions or  offsets)
     for  such  Lender  or  its subparticipant  with  respect  to
     liabilities   or   assets   consisting   of   or   including
     Eurocurrency  Liabilities  having  a  term  equal  to   such
     Interest Period.

          "Event  of  Default"  has  the  meaning  specified   in
     Section 8.01 hereof.

          "Existing  Credit Facility" means the  credit  facility
     provided to the Borrowers under the Credit Agreement,  dated
     as of November 16, 2001, among CL&P, WMECO, PSNH and Yankee,
     the  lenders  party thereto and Citibank, as  administrative
     agent for the lenders thereunder.

          "Federal   Funds  Rate"  means,  for  any   period,   a
     fluctuating interest rate per annum equal to, for  each  day
     during  such  period, the weighted average of the  rates  on
     overnight  Federal funds transactions with  members  of  the
     Federal Reserve System arranged by Federal funds brokers, as
     published on the next succeeding Business Day by the Federal
     Reserve  Bank  of  New  York, or, if such  rate  is  not  so
     published  for any day which is a Business Day, the  average
     of the quotations for such day on such transactions received
     by the Administrative Agent from three Federal funds brokers
     of recognized standing selected by it.

          "Fee  Letter"  means  that  certain  Fee  Letter  dated
     October 3, 2002 among Citibank, Salomon Smith Barney,  Inc.,
     Barclays Bank PLC, Union Bank of California, N.A., Banc  One
     Capital Markets, Inc., NU, CL&P, WMECO, Yankee and PSNH.

          "FERC" means the Federal Energy Regulatory Commission.

          "Financial Statements" means (A) with respect to  CL&P,
     (i)  the  audited consolidated balance sheet of CL&P  as  at
     December  31, 2001, (ii) the unaudited consolidated  balance
     sheet  of  CL&P  as  at  June 30, 2002,  (iii)  the  audited
     consolidated statements of income and cash flows of CL&P for
     the  Fiscal  Year  ended  December 31,  2001  and  (iv)  the
     unaudited  consolidated statements of income and cash  flows
     of CL&P  for the 6-month period ended June 30, 2002, in each
     case  as  included in CL&P's Annual Report on Form 10-K  for
     the  Fiscal Year ended December 31, 2001 or Quarterly Report
     on  Form  10-Q for the Fiscal Quarter ended June  30,  2002,
     (B), with respect to WMECO, (i) the audited balance sheet of
     WMECO  as  at December 31, 2001, (ii) the unaudited  balance
     sheet  of  WMECO  as  at June 30, 2002,  (iii)  the  audited
     statements of income and cash flows of WMECO for the  Fiscal
     Year   ended  December  31,  2001  and  (iv)  the  unaudited
     statements of income and cash flows of WMECO for the 6-month
     period  ended  June 30, 2002, in each case  as  included  in
     WMECO's Annual Report on Form 10-K for the Fiscal Year ended
     December 31, 2001 or Quarterly Report on Form 10-Q  for  the
     Fiscal  Quarter  ended June 30, 2002, (C), with  respect  to
     Yankee,  (i)  the  audited balance sheet  of  Yankee  as  at
     December  31,  2001,  (ii) the unaudited  balance  sheet  of
     Yankee  as at June 30, 2002 (iii) the audited statements  of
     income  and  cash flows of Yankee for the Fiscal Year  ended
     December  31,  2001  and  (iv) the unaudited  statements  of
     income and cash flows of Yankee for the 6-month period ended
     June  30,  2002,  and (D), with respect  to  PSNH,  (i)  the
     audited   consolidated  balance  sheet   of   PSNH   as   at
     December  31, 2001, (ii) the unaudited consolidated  balance
     sheet  of  PSNH  as  at  June 30, 2002,  (iii)  the  audited
     consolidated statements of income and cash flows of PSNH for
     the  Fiscal  Year  ended December 31,  2001,  and  (iv)  the
     unaudited  consolidated statements of income and cash  flows
     of  PSNH for the 6-month period ended June 30, 2002, in each
     case  as  included in PSNH's Annual Report on Form 10-K  for
     the  Fiscal Year ended December 31, 2001 or Quarterly Report
     on Form 10-Q for the Fiscal Quarter ended June 30, 2002.

          "First  Mortgage Indentures" means (i) in the  case  of
     CL&P,  the Indenture of Mortgage and Deed of Trust dated  as
     of  May  1,  1921,  from CL&P to Bankers Trust  Company,  as
     trustee,   as   previously   and   hereafter   amended   and
     supplemented, (ii) in the case of Yankee, the  Indenture  of
     Mortgage  and  Deed  of Trust, dated as  of  July  1,  1989,
     between  Yankee  and  The  Connecticut  National  Bank,   as
     trustee, as in effect on the date hereof and as amended  and
     supplemented from time to time, (iii) in the case of  WMECO,
     any  first  mortgage indenture entered into after  the  date
     hereof on substantially the terms of the Old WMECO Indenture
     and  covering substantially the same collateral, so long  as
     such indenture and the lien created thereby are approved  by
     the   Massachusetts  Department  of  Telecommunications  and
     Energy,  and  (iv) in the case of PSNH, the  First  Mortgage
     Indenture,  dated  as of August 15, 1978, between  PSNH  and
     First   Union   National  Bank  as  successor  trustee,   as
     previously and hereafter amended and supplemented.

          "Fiscal  Quarter"  means  a period  of  three  calendar
     months  ending on the last day of March, June, September  or
     December, as the case may be.

          "Fiscal Year" means a period of twelve calendar  months
     ending on the last day of December.

          "Fraction"  means,  in  respect  of  any  Borrower   as
     determined at any time, a fraction, the numerator  of  which
     shall  be  the  Borrower Sublimit of such Borrower  at  such
     time,  and the denominator of which shall be the sum of  the
     Borrower Sublimits of all Borrowers at such time.

          "Governmental   Approval"  means   any   authorization,
     consent,  approval, license, permit, certificate,  exemption
     of,   or  filing  or  registration  with,  any  governmental
     authority  or  other  legal or regulatory  body  (including,
     without  limitation, the Securities and Exchange Commission,
     the FERC, the Nuclear Regulatory Commission, the Connecticut
     Department  of  Public  Utility Control,  the  Massachusetts
     Department  of  Telecommunications and Energy  and  the  New
     Hampshire  Public Utility Commission) required in connection
     with  either  (i) the execution, delivery or performance  of
     any  Loan Document or (ii) the nature of a Borrower's or any
     Subsidiary's  business as conducted or  the  nature  of  the
     property owned or leased by it.

          "Hazardous  Substance" means any  waste,  substance  or
     material identified as hazardous, dangerous or toxic by  any
     office,  agency,  department, commission, board,  bureau  or
     instrumentality of the United States of America  or  of  the
     State  or  locality in which the same is located  having  or
     exercising  jurisdiction  over  such  waste,  substance   or
     material.

          "Indemnified Person" has the meaning assigned  to  that
     term in Section 10.04(b) hereof.

          "Information   Memorandum"   means   the   confidential
     Information  Memorandum, dated October, 2002, regarding  the
     credit  facility to be provided to the Borrowers  hereunder,
     as  distributed to the Administrative Agent and the Lenders,
     including, without limitation, all schedules and attachments
     thereto.

          "Interest Period" has the meaning assigned to that term
     in Section 3.05(a) hereof.

          "Lender  Assignment" means an assignment and acceptance
     entered  into by a Lender and an assignee, and  accepted  by
     the  Administrative  Agent,  in substantially  the  form  of
     Exhibit 10.07 hereto.

          "Lenders"  means the financial institutions  listed  on
     the  signature  pages hereof, and each assignee  that  shall
     become a party hereto pursuant to Section 10.07.

          "Lien"  means, with respect to any asset  or  property,
     any  mortgage,  lien, pledge, charge, security  interest  or
     encumbrance  of  any  kind  in  respect  of  such  asset  or
     property.   For the purposes of this Agreement, a Person  or
     any of its Subsidiaries shall be deemed to own subject to  a
     Lien any asset which it has acquired or holds subject to the
     interest  of  a vendor or lessor under any conditional  sale
     agreement, capital lease or other title retention  agreement
     relating to such asset.

          "Loan Documents" means this Agreement and the Notes.

          "Majority  Lenders" means on any date of determination,
     Lenders who, collectively, on such date (i) have Percentages
     in  the  aggregate  of  at least 66-2/3%  and  (ii)  if  the
     Commitments have been terminated, hold at least  66-2/3%  of
     the  then  aggregate unpaid principal amount of the Advances
     owing  to  the  Lenders.   Determination  of  those  Lenders
     satisfying  the criteria specified above for action  by  the
     Majority  Lenders shall be made by the Administrative  Agent
     and  shall  be conclusive and binding on all parties  absent
     manifest error.

          "Moody's" means Moody's Investors Service, Inc., or any
     successor thereto.

          "New  Hampshire  Order" means  the  order  of  the  New
     Hampshire  Public Utility Commission required in  connection
     with  the  execution, delivery and performance of  the  Loan
     Documents by PSNH.

          "Note"  means  a  Contract Note,  as  may  be  amended,
     supplemented or otherwise modified from time to time.

          "Notice of Contract Borrowing" has the meaning assigned
     to that term in Section 3.01 hereof.

          "NU"   means  Northeast  Utilities,  an  unincorporated
     voluntary business association organized under the  laws  of
     the Commonwealth of Massachusetts.

          "NU  System Money Pool" means the money pool  described
     in  the  application/declaration,  as  amended,  of  NU  and
     certain  of  its Subsidiaries filed with the Securities  and
     Exchange  Commission in File No. 70-9755,  as  amended  from
     time to time.

          "NUSCO"  means Northeast Utilities Service  Company,  a
     Connecticut corporation.

          "Old   WMECO   Indenture"  means  the  First   Mortgage
     Indenture and Deed of Trust dated as of August 1, 1954, from
     WMECO  to  State Street Bank and Trust Company, as successor
     trustee, as amended and supplemented.

          "Other Taxes" has the meaning assigned to that term  in
     Section 4.05(b) hereof.

          "PBGC"  means the Pension Benefit Guaranty  Corporation
     (or any successor entity) established under ERISA.

          "Percentage"  means, in respect of any  Lender  on  any
     date  of  determination, the percentage obtained by dividing
     such  Lender's Commitment on such day by the  total  of  the
     Commitments  on  such day, and multiplying the  quotient  so
     obtained by 100%.

          "Person"  means an individual, partnership, corporation
     (including  a  business trust), limited  liability  company,
     joint  stock  company,  trust,  unincorporated  association,
     joint  venture  or  other entity, or  a  government  or  any
     political subdivision or agency thereof.

          "PSNH"  has  the meaning assigned to that term  in  the
     caption to this agreement.

          "Recipient"  has the meaning assigned to that  term  in
     Section 10.08 hereof.

          "Reference  Banks" means Citibank, Fleet National  Bank
     and  the  Toronto  Dominion Bank,  and  any  other  bank  or
     financial  institution designated by the Borrowers  and  the
     Administrative  Agent  with the  approval  of  the  Majority
     Lenders to act as a Reference Bank hereunder.

          "Reference Ratings" means, with respect to a  Borrower,
     the  ratings  assigned by S&P and Moody's to  the  long-term
     senior  unsecured non-credit enhanced debt of such  Borrower
     (the "Borrower Debt"); provided, that

          (i)  if neither S&P nor Moody's maintains a rating on the
               Borrower Debt of a Borrower because no such Borrower Debt
               is outstanding, then the "Reference Ratings" shall be
               based on the ratings assigned by S&P and Moody's to the
               long-term senior secured debt (the "Secured Debt") of
               such Borrower, but such rating shall be deemed to
               correspond to an Applicable Rating Level that is one
               Level lower than the Level that would correspond to such
               secured debt rating pursuant to the definition
               of "Applicable Rating Level";

          (ii) if neither S&P nor Moody's (A) maintains a rating on the
               Borrower Debt of a Borrower because no such Borrower Debt
               is outstanding and (B) maintains a rating on the Secured
               Debt of a Borrower because no such Secured Debt is
               outstanding, then the "Reference Ratings" shall be based
               on such Borrower's corporate ratings as maintained by S&P
               and Moody's (the "Corporate Ratings"); provided, that if
               the Applicable Rating Level would be lowered solely as a
               result of being determined on the basis of
               Corporate Ratings (and not, for example, as a result of
               any deterioration in the financial condition, operations,
               creditworthiness or prospects of such Borrower, as
               determined on the basis of public announcements by S&P
               or Moody's), the Applicable Rating Level theretofore in
               effect shall remain in force until one or both of the
               Corporate Ratings are next raised, lowered or confirmed
               by S&P or Moody's, as the case may be; and

          (iii)until such time as Yankee shall have issued Borrower
               Debt or Secured Debt or shall have obtained Corporate
               Ratings (in which case the foregoing provisions of this
               definition shall apply), the "Reference Ratings" of
               Yankee shall be deemed to be the S&P and Moody's ratings
               that correspond to the Applicable Rating Level that is
               one Level higher than the Applicable Rating
               Level for the Borrower Debt of CL&P.

          "Regulatory Asset" means, with respect to CL&P, PSNH or
     WMECO,   an   intangible  asset  established   by   statute,
     regulation  or  regulatory order  or  similar  action  of  a
     utility  regulatory  agency having jurisdiction  over  CL&P,
     PSNH  or WMECO, as the case may be, and included in the rate
     base  of  CL&P, PSNH or WMECO, as the case may be, with  the
     intention that such asset be amortized by rates over time.

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

          "S&P"  means  Standard and Poor's Ratings  Services,  a
     division  of  The  McGraw-Hill  Companies,  Inc.,   or   any
     successor thereto.

          "Secured  Debt"  has  the  meaning  specified  in   the
     definition of "Reference Ratings" in this Section 1.01.

          "SEC  Borrowing Limit" means, for any Borrower  on  any
     date, the short-term debt borrowing limit prescribed by  the
     Securities  and  Exchange  Commission  applicable  to   such
     Borrower on such date.

          "Stranded   Cost  Recovery  Obligations"  means,   with
     respect  to  any Person, such Person's obligations  to  make
     principal,  interest  or other payments  to  the  issuer  of
     stranded cost recovery bonds pursuant to a loan agreement or
     similar  arrangement  whereby  the  issuer  has  loaned  the
     proceeds of such bonds to such Person.

          "Subsidiary"  shall mean, with respect  to  any  Person
     (the   "Parent"),  any  corporation,  association  or  other
     business  entity  of  which securities  or  other  ownership
     interests  representing 50% or more of the  ordinary  voting
     power  are,  at  the time as of which any  determination  is
     being made, owned or controlled by the Parent or one or more
     Subsidiaries of the Parent or by the Parent and one or  more
     Subsidiaries of the Parent.

          "Taxes"  has  the  meaning assigned  to  that  term  in
     Section 4.05(a) hereof.

          "Termination Date" means the earliest to occur  of  (i)
     November  11,  2003,  or  such  later  date  to  which   the
     Termination  Date  shall  be  extended  in  accordance  with
     Section  2.04, (ii) the date of termination or reduction  in
     whole of the Commitments pursuant to Section 2.03 or 8.02 or
     (iii)  the  date  of  acceleration of  all  amounts  payable
     hereunder pursuant to Section 8.02.

          "Total  Capitalization" means,  at  any  date  for  any
     Borrower, the sum of (i) Consolidated Debt of such  Borrower
     and  its  Subsidiaries, (ii) the aggregate of the par  value
     of, or stated capital represented by, the outstanding shares
     of  all  classes  of  common and preferred  shares  of  such
     Borrower  and  its  Subsidiaries and (iii) the  consolidated
     surplus  of  such  Borrower and its  Subsidiaries,  paid-in,
     earned and other capital, if any, in each case as determined
     on   a  consolidated  basis  in  accordance  with  generally
     accepted accounting principles consistent with those applied
     in the preparation of such Borrower's Financial Statements.

          "Total  Commitment" means $300,000,000, or such  lesser
     amount  from  time to time as shall equal  the  sum  of  the
     Commitments.

          "Type" has the meaning assigned to such term (i) in the
     definition  of "Contract Advance" when used in such  context
     and (ii) in the definition of "Contract Borrowing" when used
     in such context.

          "Unmatured   Default"   means   the   occurrence    and
     continuance of an event which, with the giving of notice  or
     lapse of time or both, would constitute an Event of Default.

          "WMECO"  has the meaning assigned to that term  in  the
     caption to this Agreement.

          "Yankee" has the meaning assigned to that term  in  the
     caption to this Agreement.

     SECTION 1.02. Computation of Time Periods.

     In  the computation of periods of time under this Agreement,
any  period  of  a  specified number of days or months  shall  be
computed  by  including the first day or month  occurring  during
such  period  and excluding the last such day or month.   In  the
case  of a period of time "from" a specified date "to" or "until"
a   later  specified  date,  the  word  "from"  means  "from  and
including"  and  the words "to" and "until" each  means  "to  but
excluding".

     SECTION 1.03. Accounting Terms; Financial Statements.

     All  accounting terms not specifically defined herein  shall
be  construed  in  accordance with generally accepted  accounting
principles  applied  on a basis consistent with  the  application
employed  in  the  preparation of the Financial Statements.   All
references  contained herein to any Borrower's Annual  Report  on
Form 10-K in respect of a Fiscal Year or Quarterly Report on Form
10-Q  in  respect of a Fiscal Quarter shall be deemed to  include
any  exhibits and schedules thereto, including without limitation
in  the  case  of  any Annual Report on Form  10-K,  any  "Annual
Report" of such Borrower referred to therein.

     SECTION 1.04. Computations of Outstandings.

     Whenever  reference  is  made  in  this  Agreement  to   the
principal amount of Advances outstanding under this Agreement  to
one or more Borrowers on any date, such reference shall refer  to
the  aggregate  principal amount of all  such  Advances  to  such
Borrower(s) outstanding on such date after giving effect  to  (i)
all  Advances to be made to such Borrower(s) on such date and the
application  of  the proceeds thereof and (ii) any  repayment  or
prepayment of Advances on such date by such Borrower(s).


                          ARTICLE II
                         COMMITMENTS

     SECTION 2.01. The Commitments.

     (a)  Each Lender severally agrees, on the terms and conditions
hereinafter  set  forth, to make Advances to the  Borrowers  from
time  to  time  on  any Business Day during the period  from  the
Closing  Date until the Termination Date, in an aggregate  amount
not  to  exceed  on  any day such Lender's Available  Commitment.
Within the limits of such Lender's Available Commitment and  such
Borrower's Borrower Sublimit, each Borrower may request  Advances
hereunder,  repay  or prepay Advances and utilize  the  resulting
increase  in  the Available Commitments for further  Advances  in
accordance with the terms hereof.

     (b)  In no event shall any Borrower be entitled to request or
receive any Advance under subsection (a) that would cause the
aggregate principal amount advanced pursuant thereto to exceed
the Available Commitments.  In no event shall any Borrower be
entitled to request or receive any Advance that would cause the
total principal amount of all Advances outstanding hereunder to
exceed the Total Commitment, or that would cause the aggregate
principal amount of all Advances outstanding to or requested by
such Borrower to exceed such Borrower's Borrower Sublimit.  In no
event shall any Borrower be entitled to request or receive any
Advance that, when aggregated with all other Advances outstanding
to or requested by such Borrower and all other short-term debt of
such Borrower,  would exceed such Borrower's SEC Borrowing Limit
as then in effect.

     SECTION 2.02. Fees.

     (a)  Each Borrower agrees to pay to the Administrative Agent for
the account of each Lender a facility fee (the "Facility Fee") on
the  amount of such Lender's Commitment (whether used or  unused)
multiplied   by  such  Borrower's  Fraction,  at  the  Applicable
Facility Fee Rate from the date of this Agreement, in the case of
each  Bank,  and from the effective date specified in the  Lender
Assignment pursuant to which it became a Lender, in the  case  of
each other Lender, until the Termination Date.  The Facility  Fee
payable by each Borrower shall be payable quarterly in arrears on
the  last  day  of  each  December, March,  June  and  September,
commencing  the first such date following the Closing Date,  with
final payment payable on the Termination Date.

     (b)  The Borrowers further agree to pay the fees specified in the
Fee Letter that are for their account, together with such other
fees as may be separately agreed to by the Borrowers and the
Administrative Agent or its Affiliates.

     SECTION 2.03. Reduction of the Commitments; Borrower Sublimits.

     (a)  Each Borrower may, at any time, severally and without the
consent  of  the  other Borrowers, by providing  at  least  three
Business Days' prior written notice to the Administrative  Agent,
terminate  in  whole  or  reduce in part its  Borrower  Sublimit;
provided,  that any such partial reduction shall be in a  minimum
aggregate  amount  of  $5,000,000  or  an  integral  multiple  of
$1,000,000 in excess thereof.  Each such notice of termination or
reduction  shall be irrevocable.  In no event shall any  Borrower
be entitled to increase its Borrower Sublimit without the consent
of all of the Lenders.

     (b)  Each reduction in a Borrower's Borrower Sublimit pursuant to
this Section 2.03 shall result in a like reduction in the
Commitments on a pro rata basis with respect to each Lender.

     SECTION 2.04. Extension of the Termination Date.

     (a)  Unless the Termination Date shall have previously occurred
in  accordance with its terms, at least 45 days but not more than
60  days  before  the Termination Date, as then  in  effect,  the
Borrowers may jointly, by notice to the Administrative Agent (any
such  notice being irrevocable), request the Administrative Agent
and  the  Lenders to extend the Termination Date for a period  of
364  days.   If  the  Borrowers  shall  make  such  request,  the
Administrative  Agent shall promptly inform the  Lenders  thereof
and,  no later than 30 days prior to the Termination Date as then
in effect, the Administrative Agent shall notify the Borrowers in
writing if the Lenders consent to such request and the conditions
of   such   consent  (including  conditions  relating  to   legal
documentation  and  evidence of the obtaining  of  all  necessary
governmental approvals).  The granting of any such consent  shall
be  in  the sole and absolute discretion of each Lender, and,  if
any  Lender shall not so notify the Administrative Agent or,   if
the  Administrative Agent shall not so notify the Borrowers, such
lack of notification shall be deemed to be a determination not to
consent  to  such request.  No such extension shall occur  unless
all  of  the Lenders consent in writing thereto (or if less  than
all  the  Lenders  consent  thereto, unless  one  or  more  other
existing  Lenders,  or  one  or more other  banks  and  financial
institutions  acceptable to the Borrowers and the  Administrative
Agent,  agree  to  assume  all of the  Commitments  of  the  non-
consenting Lenders).


                          ARTICLE III
                        CONTRACT ADVANCES

     SECTION 3.01. Contract Advances.

     (a)  More than one Contract Borrowing may be made on the same
Business  Day.  Each Contract Borrowing shall consist of Contract
Advances  of the same Type and Interest Period made to  the  same
Borrower  on  the  same  Business  Day  by  the  Lenders  ratably
according   to  their  respective  Commitments.   Each   Contract
Borrowing  shall be made on notice in substantially the  form  of
Exhibit 3.01 hereto (a "Notice of Contract Borrowing"), delivered
by  the  Borrower  requesting  such  Contract  Borrowing  to  the
Administrative Agent, by hand or facsimile, not later than  11:00
a.m.  (New  York  City time) (i) in the case of  Eurodollar  Rate
Advances,  on  the third Business Day prior to the  date  of  the
proposed Borrowing and (ii) in the case of Base Rate Advances, on
the  day of the proposed Borrowing.  Upon receipt of a Notice  of
Contract  Borrowing, the Administrative Agent  shall  notify  the
Lenders thereof promptly on the day so received.  Each Notice  of
Contract  Borrowing  shall  specify therein:  (i)  the  requested
(A)  date  of  such Borrowing, (B) principal amount and  Type  of
Advances  comprising  such  Borrowing and  (C)  initial  Interest
Period  for  such  Advances; (ii) the identity  of  the  Borrower
requesting  such  proposed  Borrowing  and  (iii)  the   Borrower
Sublimit applicable to such Borrower on the proposed date of such
proposed  Borrowing and the aggregate amount of  Advances  to  be
outstanding to such Borrower on such date after giving effect  to
such  proposed  Borrowing.   Each  proposed  Borrowing  shall  be
subject  to the satisfaction of the conditions precedent  thereto
as set forth in Article V hereof.

     SECTION 3.02. Terms Relating to the Making of Contract Advances.

     (a)   Notwithstanding anything in Section 3.01 above to  the
contrary:

          (i)  at no time shall more than twelve different Contract
     Borrowings be outstanding hereunder;

          (ii) each Contract Borrowing hereunder which is to be
     comprised of Base Rate Advances shall be in an aggregate principal
     amount of not less than $5,000,000 or an integral multiple of
     $1,000,000 in excess thereof, or such lesser amount as shall be
     equal to the total amount of the Available Commitments on such
     date, after giving effect to all other Contract Borrowings to be
     made to, or repaid or prepaid by, the relevant Borrower on such
     date; and

          (iii)  each Contract Borrowing hereunder which is to be
     comprised of Eurodollar Rate Advances shall be in an aggregate
     principal amount of not less than $5,000,000 or an increment of
     $1,000,000 in excess thereof.

     (b)  Each Notice of Borrowing shall be irrevocable and binding on
the Borrower requesting such proposed Borrowing.

     SECTION 3.03. Making of Advances.

     (a)  Each Lender shall, before 12:00 noon (New York City time)on
the date of such Borrowing, make available for the account of its
Applicable  Lending  Office to the Administrative  Agent  at  the
Administrative Agent's address referred to in Section  10.02,  in
same   day  funds,  such  Lender's  portion  of  such  Borrowing.
Contract  Advances  shall  be made  by  the  Lenders  ratably  in
accordance   with   their   several   Commitments.    After   the
Administrative Agent's receipt of such funds and upon fulfillment
of  the  applicable  conditions  set  forth  in  Article  V,  the
Administrative  Agent  will  make such  funds  available  to  the
Borrower  that  made  the  request  for  such  Borrowing  at  the
Administrative Agent's aforesaid address.

     (b)  Unless the Administrative Agent shall have received notice
from a Lender prior to the time of any Borrowing that such Lender
will not make available to the Administrative Agent such Lender's
ratable portion of such Borrowing, the Administrative Agent may
assume that such Lender has made such portion available to the
Administrative Agent on the date of such Borrowing in accordance
with subsection (a) of this Section 3.03, and the Administrative
Agent may, in reliance upon such assumption, make available to
the Borrower that made the request for such Borrowing a
corresponding amount on such date.  If and to the extent that any
such Lender (a "non-performing Lender") shall not have so made
such ratable portion available to the Administrative Agent, the
non-performing Lender and such Borrower severally agree to repay
to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day
from the date such amount is made available to such Borrower
until the date such amount is repaid to the Administrative Agent,
at (i) in the case of such Borrower, the interest rate applicable
at the time to Advances comprising such Borrowing and (ii) in the
case of such Lender, the Federal Funds Rate.  Nothing herein
shall in any way limit, waive or otherwise reduce any claims that
any party hereto may have against any non-performing Lender.
(c)  The failure of any Lender to make the Advance to be made by
it as part of any Borrowing shall not relieve any other Lender of
its obligation, if any, hereunder to make its Advance on the date
of such Borrowing, but no Lender shall be responsible for the
failure of any other Lender to make the Advance to be made by
such other Lender on the date of any Borrowing.

     SECTION 3.04. Repayment of Advances; Contract Notes.

     (a)   Each Borrower shall repay the principal amount of each
Advance made to it hereunder on the Termination Date.

     (b)  Any Lender may request that the Contract Advances made by it
to any Borrower be evidenced by a Contract Note.  Promptly upon
receipt of such request, the relevant Borrower shall prepare,
execute and deliver to such Lender (or, if requested by such
Lender, to such Lender and its assignees) a Contract Note.
Thereafter, the Contract Advances evidenced by such Contract Note
and interest thereon shall at all times (including after
assignment pursuant to Section 10.07) be represented by one or
more Contract Notes payable to the order of the payee named
therein.

     SECTION 3.05. Interest.

     (a)  Interest Periods.

          (i)  The period commencing on the date of each Advance and
     ending on the last day of the period selected by a Borrower with
     respect to such Advance pursuant to the provisions of this Section
     3.05 is referred to herein as an  "Interest Period".  The duration of
     each Interest Period shall be (i) in the case of any Eurodollar
     Rate Advance, one, two or three months and (ii) in the case of
     any Base Rate Advance, the period of time beginning on the date
     of the making of, or the conversion of an outstanding Advance
     into, such Advance and ending on the last day of March, June,
     September or December next following the date on which  such
     Advance was made; provided, however, that no Interest Period may
     be selected by any Borrower if such Interest Period would end
     after the Termination Date.

          (ii) Subject to the terms and conditions of this Agreement, the
     initial Interest Period for any Advance made to any Borrower
     shall be determined by such Borrower as set forth in its Notice
     of  Contract  Borrowing with respect to such Advance.   Such
     Borrower may elect to continue or convert one or more Advances of
     any  Type and having the same Interest Period to one or more
     Advances of the same or any other Type and having the same or a
     different Interest Period on the following terms and subject to
     the following conditions:

               (A)  Each continuation or conversion shall be made as to
          all Advances comprising a single Borrowing upon written notice
          given by such Borrower to the Administrative Agent not later
          than 11:00 a.m. (New York City time) on the third Business Day
          prior to the date of the proposed continuation or conversion,
          in the case of a continuation of or conversion to a Eurodollar
          Rate Advance, or on the day of the proposed continuation of or
          conversion to a Base Rate Advance.  The Administrative Agent
          shall notify each Lender of the contents of such notice promptly
          after receipt thereof.  Each such notice shall specify therein
          the following information: (1) the date of such proposed
          continuation or conversion (which in the case of Eurodollar Rate
          Advances shall be the last day of the Interest Period then
          applicable to such Advances to be continued or converted),
          (2) the Type of, and Interest Period applicable to the Advances
          proposed to be continued or converted, (3) the aggregate
          principal amount of Advances proposed to be continued or
          converted, and (4) the Type of Advances to which such Advances
          are proposed to be continued or converted and the Interest
          Period to be applicable thereto.

               (B)  During the continuance of an Unmatured Default, the
          right of the Borrowers to continue or convert Advances to
          Eurodollar Rate Advances shall be suspended, and all
          Eurodollar Rate Advances then outstanding shall be converted
          to Base Rate Advances on the last day of the Interest Period
          then in effect, if, on such day, an Unmatured Default shall be
          continuing.

               (C)  During the continuance of an Event of Default, the
          right of the Borrowers to continue or convert Advances to
          Eurodollar Rate Advances shall be suspended, and upon the
          occurrence of an Event of Default, all Eurodollar Rate Advances
          then outstanding shall immediately, without further act by the
          Borrowers, be converted to Base Rate Advances.

               (D)  If no notice of continuation or conversion is
          received by the Administrative Agent as provided in paragraph
         (A), above, with respect to any outstanding Advances on or before
         the third Business Day prior to the last day of the Interest
         Period then in effect for such Advances, the Administrative Agent
         shall treat such absence of notice as a deemed notice of
         continuation or conversion providing for such Advances to be
         continued as or converted to Base Rate Advances with an Interest
         Period of three months commencing on the last day of such
         Interest Period.

     (b)  Interest Rates.  Each Borrower shall pay interest on the
unpaid  principal amount of each Advance owing by  such  Borrower
from  the date of such Advance until such principal amount  shall
be  paid in full, at the Applicable Rate for such Advance (except
as  otherwise  provided  in  this  subsection  (b)),  payable  as
follows:

          (i)  Eurodollar Rate Advances.  If such Advance is a Eurodollar
     Rate Advance, interest thereon shall be payable on the last day
     of the Interest Period applicable thereto and on the Termination
     Date;  provided that during the continuance of any Event  of
     Default, such Advance shall bear interest at a rate per annum
     equal at all times to 2% per annum above the Applicable Rate for
     such  Advance for such Interest Period, or, if  higher,  the
     Applicable Margin plus 2.0% per annum above the Applicable Rate
     in effect from time to time for Base Rate Advances.

          (ii) Base Rate Advances.  If such Advance is a Base Rate
     Advance, interest thereon shall be payable quarterly on the last
     day of each March, June, September and December and on the date
     such Base Rate Advance shall be paid in full; provided that during
     the continuance of any Event of Default, such Advance shall bear
     interest at a rate per annum equal at all times to 2% per annum
     above the Applicable Rate for such Advance for such Interest
     Period.

     (c)  Other Amounts.  Any other amounts payable hereunder that are
not  paid when due shall (to the fullest extent permitted by law)
bear  interest, from the date when due until paid in full,  at  a
rate  per  annum equal at all times to 2.0% per annum  above  the
Applicable  Rate  in  effect from time  to  time  for  Base  Rate
Advances, payable on demand.

     (d)  Interest Rate Determinations.  The Administrative Agent
shall give prompt notice to the Borrowers and the Lenders of the
Applicable Rate determined from time to time by the
Administrative Agent for each Contract Advance for each Borrower.
Each Reference Bank agrees to furnish to the Administrative Agent
timely information for the purpose of determining the Eurodollar
Rate for any Interest Period.  If any one Reference Bank shall
not furnish such timely information, the Administrative Agent
shall determine such interest rate on the basis of the timely
information furnished by the other two Reference Banks.

     SECTION 3.06. Several Obligations.

     Each  Borrower's obligations hereunder are several  and  not
joint.  Any actions taken by or on behalf of the Borrowers  shall
not  result  in  one  Borrower being  held  responsible  for  the
actions,  debts  or liabilities of the other Borrowers.   Nothing
contained  herein shall be interpreted as requiring the Borrowers
to effect Borrowings jointly.


                          ARTICLE IV
                           PAYMENTS

     SECTION 4.01. Payments and Computations.

     (a)  Each Borrower shall make each payment hereunder not later
than  12:00 noon (New York City time) on the day when due in U.S.
Dollars to the Administrative Agent at its address referred to in
Section  10.02  hereof,  in same day funds.   The  Administrative
Agent will promptly thereafter cause to be distributed like funds
relating  to  the payment of principal, interest, fees  or  other
amounts payable to the Lenders, to the respective Lenders to whom
the  same  are  payable,  for  the account  of  their  respective
Applicable  Lending  Offices, in  each  case  to  be  applied  in
accordance with the terms of this Agreement.  Upon its acceptance
of a Lender Assignment and recording of the information contained
therein in the Register pursuant to Section 10.07, from and after
the  effective  date  specified in such  Lender  Assignment,  the
Administrative Agent shall make all payments hereunder in respect
of   the   interest  assigned  thereby  to  the  Lender  assignee
thereunder, and the parties to such Lender Assignment shall  make
all appropriate adjustments in such payments for periods prior to
such effective date directly between themselves.

     (b)  Each Borrower hereby authorizes the Administrative Agent and
each Lender, if and to the extent payment owed to the
Administrative Agent or such Lender, as the case may be, is not
made when due hereunder, to charge from time to time against any
or all of such Borrower's accounts with the Administrative Agent
or such Lender, as the case may be, any amount so due.

     (c)  All computations of interest based on the Base Rate (except
when determined on the basis of the Federal Funds Rate) shall be
made by the Administrative Agent on the basis of a year of 365 or
366 days, as the case may be.  All computations of interest and
other amounts payable pursuant to Section 4.03 shall be made by
the Lender claiming such interest or other amount on the basis of
a year of 360 days.  All other computations of interest,
including computations of interest based on the Eurodollar Rate,
the Base Rate (when and if determined on the basis of the Federal
Funds Rate), and all computations of fees and other amounts
payable hereunder, shall be made by the Administrative Agent on
the basis of a year of 360 days.  In each such case, such
computation shall be made for the actual number of days
(including the first day but excluding the last day) occurring in
the period for which such interest, fees or other amounts are
payable.  Each such determination by the Administrative Agent or
a Lender shall be conclusive and binding for all purposes, absent
manifest error.

     (d)  Whenever any payment under any Loan Document shall be stated
to be due, or the last day of an Interest Period hereunder shall
be stated to occur, on a day other than a Business Day, such
payment shall be made, and the last day of such Interest Period
shall occur, on the next succeeding Business Day, and such
extension of time shall in such case be included in the
computation of payment of interest and fees hereunder; provided,
however, that if such extension would cause payment of interest
on or principal of Eurodollar Rate Advances to be made, or the
last day of an Interest Period for a Eurodollar Rate Advance to
occur, in the next following calendar month, such payment shall
be made on the next preceding Business Day and such reduction of
time shall in such case be included in the computation of payment
of interest hereunder.

     (e)  Unless the Administrative Agent shall have received notice
from a Borrower prior to the date on which any payment is due to
the Lenders hereunder that such Borrower will not make such
payment in full, the Administrative Agent may assume that such
Borrower has made such payment in full to the Administrative
Agent on such date and the Administrative Agent may, in reliance
upon such assumption, cause to be distributed to each Lender on
such due date an amount equal to the amount then due such Lender.
If and to the extent such Borrower shall not have so made such
payment in full to the Administrative Agent, such Lender shall
repay to the Administrative Agent forthwith on demand such amount
distributed to such Lender, together with interest thereon, for
each day from the date such amount is distributed to such Lender
until the date such Lender repays such amount to the
Administrative Agent, at the Federal Funds Rate.

     SECTION 4.02. Prepayments.

     (a)  No Borrower shall have any right to prepay any Contract
Advances  except  in  accordance with subsections  (b)  and  (c),
below.

     (b)  Any Borrower may, (i) in the case of Eurodollar Rate
Advances, upon at least three Business Day's written notice to
the Administrative Agent (such notice being irrevocable) and
(ii) in the case of Base Rate Advances, upon notice not later
than 11:00 a.m. on the date of the proposed prepayment to the
Administrative Agent (such notice being irrevocable), stating the
proposed date and aggregate principal amount of the prepayment,
and if such notice is given, such Borrower shall, prepay Contract
Advances comprising part of the same Borrowing, in whole or
ratably in part, together with accrued interest to the date of
such prepayment on the principal amount prepaid and any amounts
owing in connection therewith pursuant to Section 4.03(d);
provided, however, that each partial prepayment shall be in an
aggregate principal amount not less than $5,000,000 or an
integral multiple of $1,000,000 in excess thereof.

      (c)  If at any time, the aggregate principal amount of Advances
outstanding shall exceed the Total Commitment, the Borrowers
shall forthwith prepay Advances in a principal amount equal to
such excess.  If at any time, the aggregate principal amount of
Advances outstanding to any Borrower shall exceed the Borrower
Sublimit of such Borrower, such Borrower shall forthwith prepay
Advances in a principal amount equal to such excess. All
prepayments pursuant to this subsection (c) shall be effected
from outstanding Contract Advances comprising part of the same
Borrowing or Borrowings and shall be accompanied by payment of
accrued interest to the date of such prepayment on the principal
amount prepaid and any amounts owing in connection therewith
pursuant to Section 4.03(d).

     SECTION 4.03. Yield Protection.

     (a)   Change  in Circumstances.  Notwithstanding  any  other
provision  herein, if after the date hereof, the adoption  of  or
any   change  in  applicable  law  or  regulation   or   in   the
interpretation  or  administration thereof  by  any  governmental
authority  charged  with  the  interpretation  or  administration
thereof (whether or not having the force of law) shall (i) change
the  basis of taxation of payments to any Lender of the principal
of or interest on any Eurodollar Rate Advance made by such Lender
or  any  fees  or other amounts payable under the Loan  Documents
(other  than  changes in respect of taxes imposed on the  overall
net income of such Lender or its Applicable Lending Office by the
jurisdiction in which such Lender has its principal office or  in
which  such  Applicable  Lending Office  is  located  or  by  any
political subdivision or taxing authority therein), or (ii) shall
impose, modify or deem applicable any reserve, special deposit or
similar  requirement against commitments or assets  of,  deposits
with  or  for the account of, or credit extended by, such Lender,
or  (iii)  shall  impose on such Lender or the  London  interbank
market any other condition affecting this Agreement or Eurodollar
Rate  Advances made by such Lender, and the result of any of  the
foregoing  shall  be  to increase the cost  to  such  Lender,  of
agreeing to make, making or maintaining any Advance or to  reduce
the amount of any sum received or receivable by such Lender under
any  Loan Document (whether of principal, interest or otherwise),
then  the  Borrowers  will pay to such Lender  upon  demand  such
additional  amount or amounts as will compensate such Lender  for
such additional costs incurred or reduction suffered.

     (b)  Capital.  If any Lender shall have determined that any
change after the date hereof in any law, rule, regulation or
guideline adopted pursuant to or arising out of the July 1988
report of the Basle Committee on Banking Regulations and
Supervisory Practices entitled "International Convergence of
Capital Measurement and Capital Standards", or the adoption after
the date hereof of any law, rule, regulation or guideline
regarding capital adequacy, or any change in any of the foregoing
or in the interpretation or administration of any of the
foregoing by any governmental authority, central bank or
comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or any
Applicable Lending Office of such Lender) or any Lender's holding
company with any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority,
central bank or comparable agency, has or would have the effect
(i) of reducing the rate of return on such Lender's capital or on
the capital of such Lender's holding company, if any, as a
consequence of this Agreement, the Commitment of such Lender
hereunder or the Advances made by such Lender pursuant hereto to
a level below that which such Lender or such Lender's holding
company could have achieved, but for such applicability,
adoption, change or compliance (taking into consideration such
Lender's policies and the policies of such Lender's holding
company with respect to capital adequacy), or (ii) of increasing
or otherwise determining the amount of capital required or
expected to be maintained by such Lender or such Lender's holding
company based upon the existence of this Agreement, the
Commitment of such Lender hereunder, the Advances made by such
Lender pursuant hereto and other similar such commitments,
agreements or assets, then from time to time the Borrowers shall
pay to such Lender upon demand such additional amount or amounts
as will compensate such Lender or such Lender's holding company
for any such reduction or allocable capital cost suffered.

     (c)  Eurodollar Reserves.  Each Borrower shall pay to each Lender
upon demand, so long as such Lender shall be required under
regulations of the Board of Governors of the Federal Reserve
System to maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency Liabilities, additional
interest on the unpaid principal amount of each Eurodollar Rate
Advance of such Lender to such Borrower, from the date of such
Advance until such principal amount is paid in full, at an
interest rate per annum equal at all times to the remainder
obtained by subtracting (i) the Eurodollar Rate for the Interest
Period for such Advance from (ii) the rate obtained by dividing
such Eurodollar Rate by a percentage equal to 100% minus the
Eurodollar Reserve Percentage of such Lender for such Interest
Period.  Such additional interest shall be determined by such
Lender and notified to the relevant Borrower and the
Administrative Agent.

     (d)  Breakage Indemnity.  Each Borrower shall indemnify each
Lender against any loss, cost or reasonable expense which such
Lender may sustain or incur as a consequence of (i) any failure
by such Borrower to fulfill on the date of any Borrowing or
conversion of Advances hereunder the applicable conditions
precedent set forth in Articles III and V, (ii) any failure by
such Borrower to borrow any, or convert any outstanding Advance
into a, Eurodollar Rate Advance hereunder after a Notice of
Contract Borrowing has been delivered pursuant to Section 3.01
hereof or after delivery of a notice of conversion pursuant to
Section 3.05(a)(ii) hereof, (iii) any payment, prepayment or
conversion of a Eurodollar Rate Advance made to such Borrower
required or permitted by any other provision of this Agreement or
otherwise made or deemed made on a date other than the last day
of the Interest Period applicable thereto, (iv) any default in
payment or prepayment of the principal amount of any Eurodollar
Rate Advance made to such Borrower or any part thereof or
interest accrued thereon, as and when due and payable (at the due
date thereof, by irrevocable notice of prepayment or otherwise)
or (v) the occurrence of any Event of Default with respect to
such Borrower, including, in each such case, any loss or
reasonable expense sustained or incurred or to be sustained or
incurred in liquidating or employing deposits from third parties
acquired to effect or maintain such Advance or any part thereof
as a Eurodollar Rate Advance.  Such loss, cost or reasonable
expense shall include an amount equal to the excess, if any, as
reasonably determined by such Lender, of (A) its cost of
obtaining the funds for the Eurodollar Rate Advance being paid,
prepaid, converted or not borrowed for the period from the date
of such payment, prepayment, conversion or failure to borrow to
the last day of the Interest Period for such Advance (or, in the
case of a failure to borrow, the Interest Period for such Advance
which would have commenced on the date of such failure) over
(B) the amount of interest (as reasonably determined by such
Lender) that would be realized by such Lender in reemploying the
funds so paid, prepaid, converted or not borrowed for such period
or Interest Period, as the case may be.  For purposes of this
subsection (d), it shall be presumed that in the case of any
Eurodollar Rate Advance, each Lender shall have funded each such
Advance with a fixed-rate instrument bearing the rates and
maturities designated in the determination of the Applicable Rate
for such Advance.

     (e)  Notices.  A certificate of each Lender setting forth such
Lender's claim for compensation hereunder and the amount
necessary to compensate such Lender or its holding company
pursuant to subsections (a) through (d) of this Section 4.03
shall be submitted to the Borrowers and the Administrative Agent
and shall be conclusive and binding for all purposes, absent
manifest error.  The Borrowers or appropriate Borrower shall pay
each Lender directly the amount shown as due on any such
certificate within 10 days after its receipt of the same.  The
failure of any Lender to provide such notice or to make demand
for payment under this Section 4.03 shall not constitute a waiver
of such Lender's rights hereunder; provided that such Lender
shall not be entitled to demand payment pursuant to
subsections (a) through (d) of this Section 4.03 in respect of
any loss, cost, expense, reduction or reserve, if such demand is
made more than one year following the later of such Lender's
incurrence or sufferance thereof or such Lender's actual
knowledge of the event giving rise to such Lender's rights
pursuant to such subsections.  Each Lender shall use reasonable
efforts to ensure the accuracy and validity of any claim made by
it hereunder, but the foregoing shall not obligate any Lender to
assert any possible invalidity or inapplicability of the law,
rule, regulation, guideline or other change or condition which
shall have occurred or been imposed.

     (f)  Change in Legality.  Notwithstanding any other provision
herein, if the adoption of or any change in any law or regulation
or in the interpretation or administration thereof by any
governmental authority charged with the administration or
interpretation thereof shall make it unlawful for any Lender to
make or maintain any Eurodollar Rate Advance or to give effect to
its obligations as contemplated hereby with respect to any
Eurodollar Rate Advance, then, by written notice to the Borrowers
and the Administrative Agent, such Lender may:

          (i)  declare that Eurodollar Rate Advances will not
     thereafter be the right of any Borrower to select Eurodollar Rate
     Advances for any Borrowing or conversion shall be forthwith
     suspended until such Lender shall withdraw such notice as provided
     hereinbelow or shall cease to be a Lender hereunder pursuant to
     Section 10.07(g) hereof; and

          (ii) require that all outstanding Eurodollar Rate Advances be
     converted to Base Rate Advances, in which event all Eurodollar
     Rate Advances shall be automatically converted to Base Rate
     Advances as of the effective date of such notice as provided
     herein below.

Upon  receipt of any such notice, the Administrative Agent  shall
promptly notify the other Lenders.  Promptly upon becoming  aware
that  the  circumstances that caused such Lender to deliver  such
notice  no longer exist, such Lender shall deliver notice thereof
to  the  Borrowers and the Administrative Agent withdrawing  such
prior  notice (but the failure to do so shall impose no liability
upon  such  Lender).  Promptly upon receipt of  such  withdrawing
notice from such Lender (or upon such Lender assigning all of its
Commitments,  Advances,  participation  and  other   rights   and
obligations   under  the  Loan  Documents  in   accordance   with
Section 10.07(g)), the Administrative Agent shall deliver  notice
thereof  to  the  Borrowers and the Lenders and  such  suspension
shall  terminate.   Prior  to any Lender  giving  notice  to  the
Borrowers  under  this  subsection (f),  such  Lender  shall  use
reasonable  efforts to change the jurisdiction of its  Applicable
Lending Office, if such change would avoid such unlawfulness  and
would not, in the sole determination of such Lender, be otherwise
disadvantageous to such Lender.  Any notice to the  Borrowers  by
any  Lender shall be effective as to each Eurodollar Rate Advance
on  the  last day of the Interest Period currently applicable  to
such  Eurodollar Rate Advance; provided that if such notice shall
state  that the maintenance of such Advance until such  last  day
would be unlawful, such notice shall be effective on the date  of
receipt by the Borrowers and the Administrative Agent.

     (g)  Market Rate Disruptions.  If (i) fewer than two Reference
Banks furnish timely information to the Administrative Agent  for
determining  the Eurodollar Rate for Eurodollar Rate Advances  in
connection  with any proposed Borrowing or (ii) if  the  Majority
Lenders shall notify the Administrative Agent that the Eurodollar
Rate  will  not  adequately reflect the  cost  to  such  Majority
Lenders  of  making,  funding  or  maintaining  their  respective
Eurodollar Rate Advances, the right of the Borrowers to select or
receive  Eurodollar  Rate Advances for  any  Borrowing  shall  be
forthwith  suspended until the Administrative Agent shall  notify
the Borrowers and the Lenders that the circumstances causing such
suspension no longer exist, and until such notification from  the
Administrative Agent, each requested Borrowing of Eurodollar Rate
Advances hereunder shall be deemed to be a request for Base  Rate
Advances.

     (h)  Rights of Participants.  Any participant in a Lender's
interests hereunder may assert any claim for yield protection
under Section 4.03 that it could have asserted if it were a
Lender hereunder.  If such a claim is asserted by any such
participant, it shall be entitled to receive such compensation
from the Borrowers as a Lender would receive in like
circumstances; provided, however, that with respect to any such
claim, the Borrowers shall have no greater liability to the
Lender and its participant, in the aggregate, than it would have
had to the Lender alone had no such participation interest been
created.

    (i)  Liabilities of Borrowers.  Each Borrower shall be liable for
its pro rata share of each payment to be made by the Borrowers
under subsections (a) and (b) of this Section 4.03, such pro rata
share to be determined on the basis of such Borrower's Fraction;
provided, however, that if and to the extent that any such
liabilities are reasonably determined by the Borrowers (subject
to the approval of the Administrative Agent which approval shall
not be unreasonably withheld) to be directly attributable to
Advances made to a specific Borrower, only such Borrower shall be
liable for such payments.

     SECTION 4.04. Sharing of Payments, Etc.

     If  any  Lender shall obtain any payment (whether voluntary,
involuntary,  through the exercise of any right  of  set-off,  or
otherwise, but excluding any proceeds received by assignments  or
sales of participation in accordance with Section 10.07 hereof to
a Person that is not an Affiliate of the Borrowers) on account of
the  Advances  owing to it (other than pursuant to  Section  4.03
hereof) in excess of its ratable share of payments on account  of
the  Advances  obtained  by all the Lenders,  such  Lender  shall
forthwith  purchase from the other Lenders such participation  in
the  Advances owing to them as shall be necessary to  cause  such
purchasing Lender to share the excess payment ratably  with  each
of  them; provided, however, that if all or any portion  of  such
excess  payment  is  thereafter recovered  from  such  purchasing
Lender,  such  purchase from each Lender shall be  rescinded  and
such  Lender  shall repay to the purchasing Lender  the  purchase
price  to  the  extent of such recovery together with  an  amount
equal to such Lender's ratable share (according to the proportion
of (i) the amount of such Lender's required repayment to (ii) the
total  amount  so recovered from the purchasing  Lender)  of  any
interest or other amount paid or payable by the purchasing Lender
in respect of the total amount so recovered.  The Borrowers agree
that any Lender so purchasing a participation from another Lender
pursuant  to  this  Section  4.04  may,  to  the  fullest  extent
permitted  by law, exercise all its rights of payment  (including
the right of set-off) with respect to such participation as fully
as  if  such Lender were the direct creditor of any such Borrower
in   the  amount  of  such  participation.   Notwithstanding  the
foregoing,  if  any Lender shall obtain any such  excess  payment
involuntarily,   such   Lender  may,  in   lieu   of   purchasing
participation  from  the other Lenders in  accordance  with  this
Section  4.04,  on  the date of receipt of such  excess  payment,
return  such  excess  payment  to the  Administrative  Agent  for
distribution in accordance with Section 4.01(a).

     SECTION  4.05. Taxes.

     (a)  All payments by or on behalf of any Borrower under any Loan
Document shall be made in accordance with Section 4.01, free  and
clear  of and without deduction for all present or future  taxes,
levies,  imposts,  deductions, charges or withholdings,  and  all
liabilities with respect thereto, excluding, in the case of  each
Lender and the Administrative Agent, taxes imposed on its overall
net   income,  and  franchise  taxes  imposed  on  it,   by   the
jurisdiction  under  the  laws  of  which  such  Lender  or   the
Administrative  Agent (as the case may be) is  organized  or  any
political  subdivision thereof and, in the case of  each  Lender,
taxes  imposed  on  its overall net income, and  franchise  taxes
imposed  on  it, by the jurisdiction of such Lender's  Applicable
Lending  Office  or any political subdivision thereof  (all  such
non-excluded   taxes,   levies,  imposts,  deductions,   charges,
withholdings  and liabilities being hereinafter  referred  to  as
"Taxes").  If any Borrower shall be required by law to deduct any
Taxes  from  or  in  respect of any sum payable  under  any  Loan
Document to any Lender or the Administrative Agent, (i)  the  sum
payable  shall  be increased as may be necessary  so  that  after
making  all  required deductions (including deductions applicable
to  additional sums payable under this Section 4.05) such  Lender
or  the  Administrative Agent (as the case may  be)  receives  an
amount  equal  to  the  sum it would have received  had  no  such
deductions  been  made,  (ii)  such  Borrower  shall  make   such
deductions  and  (iii) such Borrower shall pay  the  full  amount
deducted to the relevant taxation authority or other authority in
accordance with applicable law.

     (b)  In addition, each Borrower agrees to pay any present or
future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies that arise from any payment made
by such Borrower under any Loan Document or from the execution,
delivery or registration of, or otherwise with respect to, any
Loan Document (hereinafter referred to as "Other Taxes").

     (c)  Each Borrower hereby indemnifies each Lender and the
Administrative Agent for the full amount of Taxes and Other Taxes
(including, without limitation, any Taxes and any Other Taxes
imposed by any jurisdiction on amounts payable under this
Section 4.05) paid by such Lender or the Administrative Agent (as
the case may be) and any liability (including penalties, interest
and expenses) arising therefrom or with respect thereto, whether
or not such Taxes or Other Taxes were correctly or legally
asserted.  A Lender's claim for such indemnification shall be set
forth in a certificate of such Lender setting forth in reasonable
detail the amount necessary to indemnify such Lender pursuant to
this subsection (c) and shall be submitted to the Borrowers and
the Administrative Agent and shall be conclusive and binding for
all purposes, absent manifest error.  The appropriate Borrower
shall pay such Lender directly the amount shown as due on any
such certificate within 30 days after the receipt of same.  If
any Taxes or Other Taxes for which a Lender or the Administrative
Agent has received payments from a Borrower hereunder shall be
finally determined to have been incorrectly or illegally asserted
and are refunded to such Lender or the Administrative Agent, such
Lender or the Administrative Agent, as the case may be, shall
promptly forward to such Borrower any such refunded amount.  Each
Borrower's, the Administrative Agent's and each Lender's
obligations under this Section 4.05 shall survive the payment in
full of the Advances.

     (d)  Within 30 days after the date of any payment of Taxes, the
Borrower making such payment will furnish to the Administrative
Agent, at its address referred to in Section 10.02, the original
or a certified copy of a receipt evidencing payment thereof.

     (e)  Each Lender that is not incorporated under the laws of the
United States of America or any state thereof shall, on or prior
to the date it becomes a Lender hereunder, deliver to the
Borrowers and the Administrative Agent such certificates,
documents or other evidence, as required by the Internal Revenue
Code of 1986, as amended from time to time (the "Code"), or
treasury regulations issued pursuant thereto, including Internal
Revenue Service Form W-8BEN or Form W-8ECI and any other
certificate or statement of exemption required by Treasury
Regulation Section 1.1441-1(a) or Section 1.1441-6(c) or any
subsequent version thereof, properly completed and duly executed
by such Lender establishing that it is (i) not subject to
withholding under the Code or (ii) totally exempt from United
States of America tax under a provision of an applicable tax
treaty.  Each Lender shall promptly notify the Borrowers and the
Administrative Agent of any change in its Applicable Lending
Office and shall deliver to the Borrowers and the Administrative
Agent together with such notice such certificates, documents or
other evidence referred to in the immediately preceding sentence.
Each Lender will use good faith efforts to apprise the Borrowers
and the Administrative Agent as promptly as practicable of any
impending change in its tax status that would give rise to any
obligation by any Borrower to pay any additional amounts pursuant
to this Section 4.05. Unless the Borrowers and the Administrative
Agent have received forms or other documents satisfactory to them
indicating that payments under the Loan Documents are not subject
to United States of America withholding tax or are subject to
such tax at a rate reduced by an applicable tax treaty, the
Borrowers or the Administrative Agent shall withhold taxes from
such payments at the applicable statutory rate in the case of
payments to or for any Lender organized under the laws of a
jurisdiction outside the United States of America.  Each Lender
represents and warrants that each such form supplied by it to the
Administrative Agent and the Borrowers pursuant to this
Section 4.05, and not superseded by another form supplied by it,
is or will be, as the case may be, complete and accurate.

     (f)  Any Lender claiming any additional amounts payable pursuant
to this Section 4.05 shall use reasonable efforts (consistent
with legal and regulatory restrictions) to file any certificate
or document requested by the Borrowers or to change the
jurisdiction of its Applicable Lending Office if the making of
such a filing or change would avoid the need for or reduce the
amount of any such additional amounts which may thereafter accrue
and would not, in the sole determination of such Lender, be
otherwise disadvantageous to such Lender.

                             ARTICLE V
                         CONDITIONS PRECEDENT

     SECTION 5.01. Conditions Precedent to Effectiveness.

     The  obligations  of the Lenders to make Advances  hereunder
shall not become effective until the date (the "Closing Date") on
which each of the following conditions is satisfied:

     (a)  The Administrative Agent shall have received on or before
the  Closing Date the following, each dated the Closing Date,  in
form  and substance satisfactory to the Administrative Agent  and
in sufficient copies for each Lender:

          (i)  Counterparts of this Agreement, duly executed by each
     Borrower.

          (ii) A certificate of the Secretary or Assistant Secretary (or
          analogous officer or representative) of each Borrower
          certifying:

               (A)  the names and true signatures of the officers of
          such Borrower authorized to sign the Loan Documents to be
          executed and delivered by such Borrower;

               (B)  that attached thereto are true and correct copies
          of: (1) the Articles of Incorporation and By-laws of such
          Borrower, together with all amendments thereto, as in effect
          on such date; (2) the resolutions of such Borrower's Board of
          Directors approving the execution, delivery and performance by
          such  Borrower of the Loan Documents to be executed and
          delivered by such Borrower; (3) all documents evidencing other
          necessary corporate or other similar action, if any, with
          respect to the execution, delivery and performance by such
          Borrower of the Loan Documents to be executed and delivered by
          such Borrower; and (4) true and correct copies of all
          Governmental Approvals referred to in clause (i) of the
          definition of "Governmental Approval" required to be obtained
          by such Borrower in connection with the execution, delivery
          and performance by such Borrower of the Loan Documents to be
          executed and delivered by such Borrower (including the
          required orders of the Securities and Exchange Commission);
          and

         (C)  that the resolutions referred to in the foregoing clause
         (B)(2) have not been modified, revoked or rescinded and are in
         full force and effect on such date.

          (iii)     A certificate signed by the Treasurer or Assistant
     Treasurer of each Borrower, certifying as to:

               (A)  the SEC Borrowing Limit of such Borrower as in
         effect on the Closing Date;

               (B)  the delivery to each of the Lenders, prior to the
          Closing Date, of true, correct and complete copies (other than
          exhibits thereto) of all of the Disclosure Documents; and

               (C)  the absence of any material adverse change in the
          financial condition, operations, properties or prospects of
          such Borrower since June 30, 2002, except as disclosed in the
          Disclosure Documents.

          (iv) A certificate of a duly authorized officer of each
     Borrower stating that (i) the representations and warranties of
     such Borrower contained in Section 6.01 are correct, in all
     material respects, on and as of the Closing Date before and after
     giving effect  to  any  Advances to be made on such date and the
     application of the proceeds thereof, and (ii) no  event has
     occurred and is continuing with respect to such Borrower which
     constitutes an Event of Default or Unmatured Default in respect
     of such Borrower, or would result from such initial Advances or
     the application of the proceeds thereof.

         (v)  Such financial, business and other information regarding
     each Borrower and its Subsidiaries, as any Lender shall have
     reasonably requested.

          (vi) Favorable opinions of:

               (A)  Jeffrey C. Miller, Assistant General Counsel of
          NUSCO, in substantially the form of Exhibit 5.01A hereto, and
          of such other counsel as relied upon therein; and as to such
          other matters as any Lender may reasonably request; and

               (B)  King & Spalding, special New York counsel to the
          Administrative Agent, in substantially the form of Exhibit
          5.01B hereto and as to such other matters as any Lender may
          reasonably request.

     (b)  The "Commitments" under the Existing Credit Facility shall
have been terminated or expired pursuant to the terms thereof and
all  amounts outstanding thereunder shall have been (or will have
been,  upon the first Advance and the application of the proceeds
thereof on the Closing Date) paid in full.

     (c)  All fees and other amounts payable pursuant to Section 2.02
hereof or pursuant to the Fee Letter shall have been paid (to the
extent then due and payable).

     (d)  The Administrative Agent shall have received such other
approvals, opinions and documents as the Majority Lenders,
through the Administrative Agent, shall have reasonably requested
as to the legality, validity, binding effect or enforceability of
this Agreement or the financial condition, operations, properties
or prospects of each Borrower.

     SECTION 5.02. Conditions Precedent to All Contract Advances.

     The obligation of any Lender to make any Contract Advance to
any  Borrower,  including the initial Contract  Advance  to  such
Borrower, shall be subject to the conditions precedent  that,  on
the  date  of  such  Contract Advance  and  after  giving  effect
thereto:

     (a)  the following statements shall be true (and each of the
giving  of  the  applicable  Notice of  Contract  Borrowing  with
respect  to  such Advance and the acceptance of the  proceeds  of
such  Advance  without prior correction by or on behalf  of  such
Borrower shall constitute a representation and warranty  by  such
Borrower  that  on the date of such Advance such  statements  are
true):

          (i)  the representations and warranties of such Borrower
     contained in Section 6.01 of this Agreement are correct, in all
     material respects, on and as of the date of such Advance, before
     and after giving effect to such Advance and to the application of
     the proceeds therefrom, as though made on and as of such date;

          (ii) no Event of Default or Unmatured Default with respect to
     such Borrower has occurred and is continuing on or as of the date
     of such Advance or would result from such Advance or from the
     application of the proceeds thereof;

           (iii) the making of such Advance, when aggregated with all
     other Advances outstanding to or requested by such Borrower would
     not cause such Borrower's Borrower Sublimit to be exceeded; and

           (iv) the making of such Advance, when aggregated with all
     other Advances outstanding to or requested by such Borrower and all
     other outstanding short-term debt of such Borrower would not
     cause such Borrower's SEC Borrowing Limit then in effect to be
     exceeded; and

     (b)  such Borrower shall have furnished to the Administrative
Agent  such other approvals, opinions or documents as any  Lender
may reasonably request through the Administrative Agent as to the
legality, validity, binding effect or enforceability of any  Loan
Document.

     SECTION 5.03. Reliance on Certificates.

     The  Lenders and the Administrative Agent shall be  entitled
to rely conclusively upon the certificates delivered from time to
time  by  officers of each Borrower as to the names,  incumbency,
authority and signatures of the respective persons named  therein
until  such  time  as  the Administrative  Agent  may  receive  a
replacement certificate, in form acceptable to the Administrative
Agent,  from  an  officer  of  such Borrower  identified  to  the
Administrative  Agent  as  having  authority  to   deliver   such
certificate, setting forth the names and true signatures  of  the
officers  and  other representatives of such Borrower  thereafter
authorized  to act on behalf of such Borrower and, in all  cases,
the  Lenders  and  the  Administrative  Agent  may  rely  on  the
information set forth in any such certificate.


                          ARTICLE VI
               REPRESENTATIONS AND WARRANTIES

     SECTION 6.01. Representations and Warranties of the Borrowers.

     Each Borrower represents and warrants with respect to itself
as follows:

          (a)  Such Borrower is a corporation duly organized, validly
     existing and in good standing under the laws of the jurisdiction
     of  its organization, has the requisite corporate power  and
     authority to own its property and assets and to carry on its
     business as now conducted and is qualified to do business in
     every jurisdiction where, because of the nature of its business
     or property, such qualification is required, except where the
     failure so to qualify would not have a material adverse effect on
     the financial condition, properties, prospects or operations of
     such Borrower.  Such Borrower has the corporate power to execute,
     deliver and perform its obligations under the Loan Documents and
     to borrow hereunder.

          (b)  The execution, delivery and performance of the Loan
     Documents by such Borrower are within such Borrower's corporate
     powers, have been duly authorized by all necessary corporate or
     other similar action, and do not and will not contravene (i) such
     Borrower's charter or by-laws, as the case may be, or any law or
     legal restriction or (ii)  any contractual restriction binding on
     or affecting such Borrower or its properties.

          (c)  Except as disclosed in such Borrower's Disclosure
     Documents, such Borrower is not in violation of any law or in
     default with respect to any judgment, writ, injunction, decree,
     rule or regulation (including any of the foregoing relating to
     environmental laws and regulations) of any court or governmental
     agency or instrumentality where such violation or default would
     reasonably be expected to have a material adverse effect on the
     financial condition, properties, prospects or operations of such
     Borrower.

          (d)  There has been no material adverse development with
     respect to (i) such Borrower's proceedings to divest its generating
     assets, or (ii) any orders, plans or authorizations for recovery
     of its stranded assets, where any such development results, or
     would reasonably be expected to result, in a material adverse
     effect on the financial condition, properties, prospects or
     operations of such Borrower, other than as described in the
     Disclosure Documents.

          (e)  All Governmental Approvals referred to in clause (i) of
     the definition of "Governmental Approval" have been duly obtained
     or made, and all applicable periods of time for review, rehearing
     or appeal with respect thereto have expired.  Such Borrower has
     obtained or made all Governmental Approvals referred to in
     clause (ii) of the definition of "Governmental Approvals", except
     (A) those which are not yet required but which are obtainable in
     the ordinary course of business as and when required, (B) those
     the absence of which would not materially adversely affect the
     financial condition, properties, prospects or operations of such
     Borrower and (C) those which such Borrower is diligently
     attempting in good faith to obtain, renew or extend, or the
     requirement for which such Borrower is contesting in good faith
     by appropriate proceedings or by other appropriate means, in each
     case described in the foregoing clause (C), except as is
     disclosed in such Borrower's Disclosure Documents, such attempt
     or contest, and any delay resulting therefrom, is not reasonably
     expected to have a material adverse effect on the financial
     condition, properties, prospects or operations of such Borrower
     or to magnify to any significant degree any such material adverse
     effect that would reasonably be expected to result from the
     absence of such Governmental Approval.

          (f)  The Loan Documents to which such Borrower is a party are
     legal, valid and binding obligations of such Borrower enforceable
     against such Borrower in accordance with their respective terms;
     subject to the qualification, however, that the enforcement of
     the rights and remedies herein and therein is subject to
     bankruptcy and other similar laws of general application
     affecting rights and remedies of creditors and the application of
     general principles of equity (regardless of whether considered in
     a proceeding in equity or at law).

          (g)  The Financial Statements of such Borrower, copies of
     which have been provided to the Administrative Agent and each of
     the Lenders, fairly present in all material respects the financial
     condition and results of operations of such Borrower (in the case
     of CL&P and PSNH, on a consolidated basis) at and for the period
     ended on the dates thereof, and have been prepared in accordance
     with generally accepted accounting principles consistently
     applied.  Since June 30, 2002, there has been no material adverse
     change in the consolidated (or in the case of WMECO and Yankee,
     unconsolidated) financial condition, operations, properties or
     prospects of such Borrower and its Subsidiaries, if any, taken as
     a whole, except as disclosed in such Borrower's Disclosure
     Documents.

          (h)  There is no pending or known threatened action or
     proceeding (including, without limitation, any action or proceeding
     relating to any environmental protection laws or regulations)
     affecting such Borrower or its properties, before any court,
     governmental agency or arbitrator (i) which affects or purports to
     affect the legality, validity or enforceability of any Loan
     Document or (ii) as to which there is a reasonable possibility of
     an adverse determination and which, if adversely determined, would
     materially adversely affect the financial condition, properties,
     prospects or operations of such Borrower, except, for purposes of
     this clause (ii) only, such as is described in such Borrower's
     Disclosure Documents or in Schedule II hereto.

          (i)  No ERISA Plan Termination Event has occurred nor is
     reasonably expected to occur with respect to any ERISA Plan which
     would materially adversely affect the financial condition,
     properties, prospects or operations of such Borrower taken as a
     whole, except as disclosed to the Lenders and consented to by the
     Majority Lenders in writing. Since the date of the most recent
     Schedule B (Actuarial Information) to the annual report of each
     such ERISA Plan (Form 5500 Series), there has been no material
     adverse change in the funding status of the ERISA Plans referred
     to therein, and no "prohibited transaction" (as defined in
     Section 4975 of the Internal Revenue Code of 1986, as amended,
     and in ERISA) has occurred with respect thereto that, singly or
     in the aggregate with all other "prohibited transactions" and
     after giving effect to all likely consequences thereof, would be
     reasonably expected to have a material adverse effect on the
     financial condition, properties, prospects or operations of such
     Borrower.  Neither such Borrower nor any of its ERISA Affiliates
     has incurred nor reasonably expects to incur any material
     withdrawal liability under ERISA to any ERISA Multiemployer Plan,
     except as disclosed to and consented by the Majority Lenders in
     writing.

          (j)  Such Borrower has good and marketable title (or, in the
     case of personal property, valid title) or valid leasehold
     interests in its assets, except for (i) minor defects in title that
     do not materially interfere with the ability of such Borrower to
     conduct its business as now conducted and (ii) other defects that,
     either individually or in the aggregate, do not materially adversely
     affect the financial condition, properties, prospects or
     operations of such Borrower.  All such assets and properties are
     free and clear of any Lien, other than Liens permitted under
     Section 7.02(a) hereof.

          (k)  All outstanding shares of capital stock having ordinary
     voting power for the election of directors of such Borrower have
     been validly issued, are fully paid and nonassessable and are
     owned beneficially by NU, free and clear of any Lien.  NU is a
     "holding company" (as defined in the Public Utility Holding
     Company Act of 1935, as amended).

          (l)  Such Borrower has filed all tax returns (Federal, state
     and local) required to be filed and paid taxes shown thereon to be
     due, including interest and penalties, or, to the extent such
     Borrower is contesting in good faith an assertion of liability
     based on such returns, has provided adequate reserves in
     accordance with generally accepted accounting principles for
     payment thereof.

          (m)  No exhibit, schedule, report or other written information
    provided by or on behalf of such Borrower or its agents to the
    Administrative Agent or the Lenders in connection with the
    negotiation, execution and closing of the Loan Documents
    (including, without limitation, the Financial Statements and the
    Information Memorandum (but excluding the projections contained
    in the Information Memorandum)) knowingly contained when made any
    material misstatement of fact or knowingly omitted to state any
    material fact necessary to make the statements contained therein
    not misleading in light of the circumstances under which they
    were made.  Except as has been disclosed to the Administrative
    Agent and each Lender, the projections delivered concurrently
    with the Information Memorandum were prepared in good faith on
    the basis of assumptions reasonable as of the date of the
    Information Memorandum, it being understood that such projections
    do not constitute a warranty or binding assurance of future
    performance.  Except as has been disclosed to the Administrative
    Agent and each Lender, nothing has come to the attention of the
    responsible officers of such Borrower that would indicate that
    any of such assumptions, to the extent material to such
    projections, has ceased to be reasonable in light of subsequent
    developments or events.

          (n)  All proceeds of the Advances shall be used (i) for the
    general corporate purposes of such Borrower, including to provide
    liquidity support for such Borrower's commercial paper, and (ii)
    to provide liquidity to the NU System Money Pool.   No proceeds
    of any Advance will be used in violation of, or in any manner
    that would result in a violation by any party hereto of,
    Regulation T, U or X promulgated by the Board of Governors of the
    Federal Reserve System or any successor regulations.  Such
    Borrower (A) is not an "investment company" within the meaning
    ascribed to that term in the Investment Company Act of 1940 and
    (B) is not engaged in the business of extending credit for the
    purpose of buying or carrying margin stock.

          (o)  Such Borrower has no Subsidiaries, other than those
    listed on Schedule III hereto, each of which is either inactive
    or a special purpose entity used solely in connection with the
    financing activities of such Borrower, and none of which, either
    individually or collectively with all other Subsidiaries of such
    Borrower, represents 10% or more of such Borrower's consolidated
    assets or 10% or more of such Borrower's consolidated net income
    (or loss) on any date or for any relevant period of
    determination.

          (p)  Such Borrower has obtained the insurance specified in
     Section 7.01(c) hereof and the same is in full force and effect.

                            ARTICLE VII


                            COVENANTS

     SECTION 7.01. Affirmative Covenants of the Borrowers.

     On  and  after  the Closing Date, so long as any  obligation
hereunder  shall  remain  unpaid or any  Lender  shall  have  any
Commitment  hereunder, each Borrower shall, unless  the  Majority
Lenders shall otherwise consent in writing:

          (a)  Use of Proceeds.  Apply the proceeds of each Advance
     solely as specified in Section 6.01(n) hereof.

          (b)  Payment of Taxes, Etc.  Pay and discharge before the
     same shall become delinquent, all taxes, assessments and
     governmental charges, royalties or levies imposed upon it or upon
     its property except to the extent such Borrower is contesting the
     same in good faith by appropriate proceedings and has set aside
     adequate reserves in accordance with generally accepted accounting
     principles for the payment thereof.

          (c)  Maintenance of Insurance.  Maintain, or cause to be
     maintained, insurance (including appropriate plans of self-
     insurance) covering such Borrower and its properties, in effect
     at all times in such amounts and covering such risks as may be
     required by law and, in addition, as is usually carried by
     companies engaged in similar businesses and owning similar
     properties.

          (d)  Preservation of Existence, Etc.; Disaggregation.

               (i)  Except as permitted by Section 7.02(b) hereof,
          preserve and maintain its existence, corporate or otherwise,
          material rights  (statutory and otherwise) and franchises
          except where the failure to maintain and preserve such rights
          and franchises would not materially adversely affect the
          financial condition, properties, prospects or operations of
          such Borrower.

               (ii) In furtherance of the foregoing, and notwithstanding
         Section 7.02(b), each Borrower agrees that it will not, except
         in accordance with one or more restructuring plans approved by
         the appropriate regulatory authorities, sell, transfer or
         otherwise dispose of (by lease or otherwise, and whether in one
         or a series of related transactions) any portion of its
         generation, transmission or distribution assets in excess of
         10% of the net utility plant assets of such Borrower, in each
         case as determined on a cumulative basis from the date of this
         Agreement through the Termination Date by reference to such
         entity's published balance sheets.

          (e)  Compliance with Laws, Etc.  Comply in all material respects
     with the requirements of all applicable laws, rules, regulations
     and orders of any governmental authority, including, without
     limitation, any such laws, rules, regulations and orders issued
     by the Securities and Exchange Commission or relating to zoning,
     environmental  protection,  use and  disposal  of  Hazardous
     Substances, land use, construction and building restrictions,
     ERISA and employee safety and health matters relating to business
     operations,  except to the extent (i) that such Borrower  is
     contesting the same in good faith by appropriate proceedings or
     (ii)  that  any such non-compliance, and the enforcement  or
     correction thereof, would not materially adversely affect the
     financial condition, properties, prospects or operations of such
     Borrower.

          (f)  Inspection Rights.  At any time and from time to time
     upon reasonable notice, permit the Administrative Agent and its
     agents and representatives to examine and make copies of and
     abstracts from the records and books of account of, and the
     properties of, such Borrower and to discuss the affairs, finances
     and accounts of such Borrower (i) with such Borrower and its
     officers and directors and (ii) with the consent of such Borrower
     (which consent shall not be unreasonably withheld or delayed),
     with the accountants of such Borrower.

          (g)  Keeping of Books.  Keep proper records and books of
     account, in which full and correct entries shall be made of all
     financial transactions of such Borrower and the assets and
     business of such Borrower, in accordance with generally accepted
     accounting practices consistently applied.

          (h)  Conduct of Business.  Except as permitted by Section
     7.02(b) but subject in all respects to Section 7.01(d)(ii), conduct
     its primary business in substantially the same manner and in
     substantially the same fields as such business is conducted on
     the Closing Date.

          (i)  Maintenance of Properties, Etc.  (i)  As to properties of
     the type described in Section 6.01(j) hereof, maintain title of
     the quality described therein and preserve, maintain, develop,
     and operate, in substantial conformity with all laws, material
     contractual obligations and prudent practices prevailing in the
     industry, all of its properties which are used or useful in the
     conduct of its businesses in good working order and condition,
     ordinary wear and tear excepted, except (A) as permitted by
     Section 7.02(b), but subject nevertheless to Section 7.01(d)(ii),
     (B) as disclosed in the Disclosure Documents or otherwise in
     writing to the Administrative Agent and the Lenders on or prior
     to the date hereof, and (C) to the extent such non-conformity
     would not materially adversely affect the financial condition,
     properties, prospects or operations of such Borrower; provided,
     however, that such Borrower will not be prevented from
     discontinuing the operation and maintenance of any such
     properties if such discontinuance is, in the judgment of such
     Borrower, desirable in the operation or maintenance of its
     business and would not materially adversely affect the financial
     condition, properties, prospects or operations of such Borrower.

          (j)  Governmental Approvals.  Duly obtain, on or prior to such
     date as the same may become legally required, and thereafter
     maintain in effect at all times, all Governmental Approvals on
     its part to be obtained, except in the case of those Governmental
     Approvals referred to in clause (ii) of the definition of
     "Governmental Approvals", (i) those the absence of which would
     not materially adversely affect the financial condition,
     properties, prospects or operations of such Borrower and
     (ii) those which such Borrower is diligently attempting in good
     faith to obtain, renew or extend, or the requirement for which
     such Borrower is contesting in good faith by appropriate
     proceedings or by other appropriate means; provided, however,
     that the exception afforded by clause (ii), above, shall be
     available only if and for so long as such attempt or contest, and
     any delay resulting therefrom, does not have a material adverse
     effect on the financial condition, properties, prospects or
     operations of such Borrower and does not magnify to any
     significant degree any such material adverse effect that would
     reasonably be expected to result from the absence of such
     Governmental Approval.

         (k)  Further Assurances.  Promptly execute and deliver all
    further instruments and documents, and take all further action,
    that may be necessary or that any Lender through the
    Administrative Agent may reasonably request in order to fully
    give effect to the interests and properties purported to be
    covered by the Loan Documents.

     SECTION 7.02. Negative Covenants of the Borrowers.

     On and after the Closing Date, and so long as any obligation
hereunder  shall  remain  unpaid or any  Lender  shall  have  any
Commitment  hereunder,  each  Borrower  shall  not,  without  the
written consent of the Majority Lenders:

     (a)  Liens, Etc.  Create incur, assume or suffer to exist any
Lien  upon any of its properties or assets, whether now owned  or
hereafter acquired, except:

          (i)  any Liens existing on the Closing Date;

          (ii) Liens created by the First Mortgage Indentures, so long
    as by the terms thereof no "event of default" (howsoever
    designated) in respect of any bonds issued thereunder will arise
    upon the occurrence of an Unmatured Default or Event of Default
    hereunder;

          (iii)     "Permitted Liens" or "Permitted Encumbrances" under
     the First Mortgage Indenture to which any Borrower is a party, in
     each case, to the extent such Liens do not secure Debt of such
     Borrower;

          (iv) any purchase money Lien or construction mortgage on
     assets hereafter acquired or constructed by such Borrower and
     any Lien on any assets existing at the time of acquisition
     thereof by such Borrower or created within 180 days from the date
     of completion of such acquisition or construction; provided that
     such Lien shall at all times be confined solely to the assets so
     acquired or constructed and any additions thereto;

          (v)  any existing Liens on assets now owned by such Borrower
     and Liens existing on assets of a corporation or other going
     concern when it is merged into or with such Borrower or when
     substantially all of its assets are acquired by such Borrower;
     provided that such Liens shall at all times be confined solely to
     such assets, or if such assets constitute a utility system,
     additions to or substitutions for such assets;

         (vi) Liens resulting from legal proceedings being contested in
     good faith by appropriate legal or administrative proceedings by
     such Borrower, and as to which such Borrower, to the extent
     required by generally accepted accounting principles applied on a
     consistent basis, shall have set aside on its books adequate
     reserves;

          (vii) Liens created in favor of the other contracting party
     in connection with advance or progress payments;

          (viii) any Liens in favor of any state of the United States or
     any political subdivision of any such state, or any agency of any
     such state or political subdivisions, or trustee acting on behalf
     of holders of obligations issued by any of the foregoing or any
     financial institutions lending to or purchasing obligations of
     any of the foregoing, which Lien is created or assumed for the
     purpose of financing all or part of the cost of acquiring or
     constructing the property subject thereto;

          (ix) Liens resulting from conditional sale agreements, capital
     leases or other title retention agreements;

          (x)  with respect to pollution control bond financings, Liens
     on funds, accounts and other similar intangibles of such Borrower
     created or arising under the relevant indenture, pledges of the
     related loan agreement with the relevant issuing authority and
     pledges of such Borrower's interest, if any, in any bonds issued
     pursuant to such financings to a letter of credit bank or bond
     issuer or similar credit enhancer;

          (xi) Liens granted on accounts receivable and Regulatory Assets
     in connection with financing transactions,  whether denominated
     as sales or borrowings;

          (xii) any other Liens incurred in the ordinary course of
     business otherwise than to secure Debt; and

          (xiii) any extension, renewal or replacement of Liens
     permitted by clauses (i), (iii) through (v) and (vii) through

          (xi); provided, however, that the principal amount of Debt
     secured thereby shall not, at the time of such extension, renewal
     or replacement, exceed the principal amount of Debt so secured
     and that such extension, renewal or replacement shall be limited
     to all or a part of the property which secured the Lien so
     extended, renewed or replaced or to other property of no greater
     value than the property which secured the Lien so extended,
     renewed or replaced.

     (b)  Mergers, Acquisitions, Sales of Assets, Etc.  Merge with or
into  or  consolidate with or into, any Person,  or  purchase  or
otherwise  acquire  (whether  directly  or  indirectly)  all   or
substantially all of the assets or stock of any class of, or  any
partnership  or joint venture interest in, any other  Person,  or
sell, transfer, convey, lease or otherwise dispose of all or  any
substantial  part  of its assets; except for the  following,  and
then   only   after  receipt  of  all  necessary  corporate   and
governmental  or regulatory approvals and provided  that,  before
and  after  giving  effect  to  any such  merger,  consolidation,
purchase, acquisition, sale, transfer, conveyance, lease or other
disposition, no Event of Default or Unmatured Default shall  have
occurred and be continuing:

               (A)  with respect to CL&P, WMECO and PSNH, any sale,
          lease, transfer, conveyance or other disposition of
          transmission assets (1) to another Subsidiary of NU on an
          arms'-length basis as permitted by the appropriate regulatory
          authorities or (2) to any Person on an arms'-length basis as
          required by the appropriate regulatory authorities.

               (B)  the sale of such Borrower's assets in the ordinary
          course of business on customary terms and conditions, including
          any sale of accounts receivable on reasonable commercial terms
          (including a commercially reasonably discount) to obtain
          funding for CL&P.

For  purposes of this subsection (b), any sale of assets by  such
Borrower (in one or a series of transactions)  will be deemed  to
be  a  "substantial part" of its assets if (i) the book value  of
such  assets exceeds 7.5% of the total book value of  the  assets
(net of Regulatory Assets) of such Borrower, as reflected in  the
most recent financial statements of the Borrower delivered to the
Administrative Agent pursuant to Section 7.04 hereof (or,  if  no
such   financial   statements  have   been   delivered   to   the
Administrative  Agent as of the relevant date  of  determination,
the  Financial  Statements of such Borrower), or (ii)  the  gross
revenue  associated with such assets accounts for more than  7.5%
of  the  total  gross  revenue  of such  Borrower  for  the  four
proceeding  fiscal  quarters, as reflected  in  the  most  recent
financial   statements   of  the  Borrower   delivered   to   the
Administrative Agent pursuant to Section 7.04 hereof (or,  if  no
such   financial   statements  have   been   delivered   to   the
Administrative  Agent as of the relevant date  of  determination,
the Financial Statements of such Borrower).

     (c)  Compliance with ERISA.  (i)  Terminate, or permit any ERISA
Affiliate thereof to terminate, any ERISA Plan so as to result in
any  liability of such Borrower to the PBGC in an amount  greater
than  $1,000,000, or (ii) permit to exist any occurrence  of  any
Reportable  Event (as defined in Title IV of ERISA) which,  alone
or  together with any other Reportable Event with respect to  the
same  or  another  ERISA  Plan, has a reasonable  possibility  of
resulting  in  liability  of such Borrower  to  the  PBGC  in  an
aggregate  amount  exceeding $1,000,000, or any  other  event  or
condition which presents a material risk of such a termination by
the  PBGC  of  any ERISA Plan or has a reasonable possibility  of
resulting  in  a  liability of such Borrower to the  PBGC  in  an
aggregate amount exceeding $1,000,000.

     (d)   Accounting Changes.  Make any change in its accounting
policies  or reporting practices except as required or  permitted
by   the   Securities  and  Exchange  Commission,  the  Financial
Accounting  Standards  Board  or any other  generally  recognized
accounting authority.

     (e)  Transactions with Affiliates.  Engage in any transaction
with  any  Affiliate  except (i) in accordance  with  the  Public
Utility  Holding Company Act of 1935, as amended, to  the  extent
applicable  thereto or (ii) on terms no less  favorable  to  such
Borrower  than  if  the transaction had been negotiated  in  good
faith  on  an  arms-length  basis with  a  non-Affiliate  and  on
commercially reasonable terms or pursuant to a binding  agreement
in effect on the Closing Date.

     (f)  Interests in Nuclear Plants.  Acquire any nuclear plant or
any interest therein not held on the Closing Date, other than so-
called  "power  entitlements" acquired for use  in  the  ordinary
course of business.

     (g)  Subsidiaries.  Create, acquire or permit to exist, any
Subsidiary, other than (i) Subsidiaries in existence on the
Closing Date and listed on Schedule III hereto and (ii)
Subsidiaries that are either inactive or special purpose entities
used solely in connection with the financing activities of such
Borrower; provided, that none of the Subsidiaries described in
clauses (i) and (ii) above, either individually or collectively
with all other such Subsidiaries, shall represent 10% or more of
such Borrower's consolidated assets or 10% or more of such
Borrower's consolidated net income (or loss) on any date or for
any relevant period of determination.

     SECTION 7.03. Financial Covenants of the Borrowers.

     On  and  after  the Closing Date, so long as any  obligation
hereunder  shall  remain  unpaid or any  Lender  shall  have  any
Commitment  hereunder, each Borrower shall, unless  the  Majority
Lenders shall otherwise consent in writing:

          (a)  Consolidated Debt Ratio.  Maintain at all times a ratio
     of Consolidated  Debt to Total Capitalization of no  more  than
     0.65:1:00.

          (b)  Interest Coverage Ratio.  Maintain, as of the end of each
     Fiscal Quarter, with respect to the four Fiscal Quarters then
     ended, a ratio of Consolidated EBIT to Consolidated Interest
     Expense of at least 2.25:1.00.

     SECTION 7.04. Reporting Obligations of the Borrowers.

     So  long as any obligation hereunder shall remain unpaid  or
any  Lender  shall have any Commitment hereunder,  each  Borrower
shall,  unless  the Majority Lenders shall otherwise  consent  in
writing,  furnish or cause to be furnished to the  Administrative
Agent in sufficient copies for each Lender, the following:

          (i)  as soon as possible and in any event within ten days
     after the occurrence of each Event of Default or Unmatured Default
     with respect  to  such Borrower continuing on the  date of such
     statement, a statement of the Chief Financial Officer, Treasurer
     or Assistant Treasurer of such Borrower setting forth details of
     such Event of Default or Unmatured Default and the action which
     such Borrower proposes to take with respect thereto;

          (ii) (A) as soon as available, and in any event within fifty
    (50)days after the end of each of the first three Fiscal Quarters of
    each Fiscal Year of such Borrower, a copy of such Borrower's
    Quarterly Report on Form 10-Q (if such Borrower is required to
    file such report with the U.S. Securities and Exchange Commission
    pursuant to Section 13 or 15 of the U.S. Securities Exchange Act
    of 1934, as amended) submitted to the Securities and Exchange
    Commission with respect to such quarter, and, with respect to
    Yankee, and any other Borrower that ceases to be required to
    submit such report, consolidated balance sheets of Yankee and
    such Borrower as of the end of such Fiscal Quarter and
    consolidated statements of income and retained earnings and of
    cash flows of Yankee and such Borrower for the period commencing
    at the end of the previous Fiscal Year and ending with the end of
    such Fiscal Quarter, all in reasonable detail and duly certified
    (subject to year-end audit adjustments) by the Chief Financial
    Officer, Treasurer, Assistant Treasurer or Comptroller of Yankee
    and such Borrower as having been prepared in accordance with
    generally accepted accounting principles consistent with those
    applied in the preparation of the Financial Statements; and

               (B)    concurrently  with  the  delivery  of   the
          financial statements described in the foregoing  clause
          (a),  a  certificate  of the Chief  Financial  Officer,
          Treasurer, Assistant Treasurer or Comptroller  of  such
          Borrower:

                    (1)  to the effect that such financial statements
               were prepared in accordance with generally accepted
               accounting principles consistent with those applied in
               the preparation of the Financial Statements,

                    (2)  stating that no Event of Default or Unmatured
               Default with respect to such Borrower has occurred and is
               continuing or, if an Event of Default or Unmatured Default
               with respect to such Borrower has occurred and is
               continuing, describing the nature thereof and the action
               which such Borrower proposes to take with respect thereto,
               and

                    (3)  demonstrating such Borrower's compliance with the
               covenants set forth in Section 7.03 hereof, for and as of the
               end of such Fiscal Quarter, in each case such demonstrations
               to be in form satisfactory to the Administrative Agent and to
               set forth in reasonable detail the computations used in
               determining such compliance;

          (iii) (A)  as soon as available, and in any event within
     105 days after the end of each Fiscal Year of such Borrower, a copy
     of  such Borrower's report on Form 10-K (if such Borrower is
     required  to  file such report with the U.S. Securities  and
     Exchange Commission pursuant to Sections 13 or 15 of the U.S.
     Securities Exchange Act of 1934, as amended) submitted to the
     Securities and Exchange Commission with respect to such Fiscal
     Year, and, with respect to Yankee, and any other Borrower that
     ceases to be required to submit such report, a copy of the annual
     audit  reports  for such year for Yankee and such  Borrower,
     including therein consolidated balance sheets of Yankee and such
     Borrower  as of the end of such Fiscal Year and consolidated
     statements of income and retained earnings and of cash flows of
     Yankee and such Borrower for such Fiscal Year, all in reasonable
     detail  and certified by a nationally-recognized independent
     public accountant; and

               (B)    concurrently  with  the  delivery  of   the
          financial statements described in the foregoing  clause
          (A),  a  certificate  of the Chief  Financial Officer,
          Treasurer, Assistant Treasurer or Comptroller  of  such
          Borrower:

                    (1)  to the effect that such financial statements
                were prepared in accordance with generally accepted
                accounting principles consistent with those applied
                in the preparation of the Financial Statements, and

                    (2)  stating that no Event of Default or Unmatured
                Default with respect to such Borrower has occurred and
                is continuing, or if an Event of Default or Unmatured
                Default with respect to such Borrower has occurred and
                is continuing, describing the nature thereof and
                the action which such Borrower proposes to take with
                respect thereto, and

                   (3)  demonstrating such Borrower's compliance with
                the covenants set forth in Section 7.03 hereof, for and
                as of the end of such Fiscal Year, in each case such
                demonstrations to be in form satisfactory to the
                Administrative Agent and to set forth in reasonable
                detail the computations used in determining such
                compliance;

          (iv) upon the reasonable request of the Administrative Agent, but
     not  more than once per Fiscal Quarter, copies of any or all
     filings or registrations with, or notices or reports to, any
     regulatory authority;

          (v)  as soon as possible and in any event (A) within 30 days
     after the Chief Financial Officer, Treasurer or any Assistant
     Treasurer of such Borrower knows or has reason to know that any
     ERISA Plan Termination Event described in clause (i) of the
     definition of ERISA Plan Termination Event with respect to any
     ERISA Plan or ERISA Multiemployer Plan has occurred and
     (B) within 10 days after such Borrower knows or has reason to
     know that any other ERISA Plan Termination Event with respect to
     any ERISA Plan or ERISA Multiemployer Plan has occurred, a
     statement of the Chief Financial Officer, Treasurer or Assistant
     Treasurer of such Borrower describing such ERISA Plan Termination
     Event and the action, if any, which such Borrower proposes to
     take with respect thereto;

          (vi) promptly after receipt thereof by such Borrower or any of
     its  ERISA  Affiliates from the PBGC, copies of each  notice
     received by such Borrower or any such ERISA Affiliate of the
     PBGC's  intention  to  terminate any  ERISA  Plan  or  ERISA
     Multiemployer Plan or to have a trustee appointed to administer
     any ERISA Plan or ERISA Multiemployer Plan;

          (vii) promptly after receipt thereof by such Borrower or any
     of its ERISA Affiliates from an ERISA Multiemployer Plan sponsor,
     a copy of each notice received by such Borrower or any of its
     ERISA Affiliates concerning the imposition or amount of
     withdrawal liability in an aggregate principal amount of at least
     $10,000,000 pursuant to Section 4202 of ERISA in respect of which
     such Borrower may be liable;

          (viii) promptly after such Borrower becomes aware of the
     commencement thereof, notice of all actions, suits, proceedings
     or other events of the type described in Section 6.01(h) hereof
     (including, without limitation, any action or proceeding relating
     to any environmental protection laws or regulations);

          (ix) promptly after the filing thereof, copies of each
     prospectus (excluding any prospectus contained in any Form S-8)
     and Current Report on Form 8-K, if any, which such Borrower
     files with the Securities and Exchange Commission or any
     successor governmental authority;

          (x)  promptly after any change in the SEC Borrowing Limit of
     such Borrower, notice of the new SEC Borrowing Limit applicable to
     such Borrower;

          (xi) promptly upon satisfaction of the condition specified in
     Section 5.02(b), a certificate of the Treasurer or Assistant
     Treasurer of PSNH stating that the New Hampshire Order is in full
     force and effect with all applicable periods of time for review,
     rehearing or appeal with respect thereto having expired; and

          (xii) promptly after requested, such other information
     respecting the financial condition, operations, properties or
     prospects of such Borrower or its Subsidiaries as the
     Administrative Agent, or the Majority Lenders through the
     Administrative Agent, may from time to time reasonably request in
     writing.

                           ARTICLE VIII
                             DEFAULTS

     SECTION 8.01. Events of Default.

     The following  events shall each constitute  an  "Event  of
Default" with respect to a Borrower:

          (a)  Such Borrower shall fail to pay any principal of any
     Advance when due or shall fail to pay any interest thereon or fees
     or other amounts payable under the Loan Documents within two days
     after the same becomes due; or

          (b)  Any representation or warranty made by such Borrower (or
     any of its officers or agents) in any Loan Document, any certificate
     or other writing delivered pursuant hereto or thereto shall prove
     to  have been incorrect in any material respect when made or
     deemed made; or

          (c)  Such Borrower shall fail to perform or observe any term or
     covenant on its part to be performed or observed contained in
     Section 7.01(d), Section 7.02, Section 7.03 or Section 7.04(i)
     hereof; or

          (d)  Such Borrower shall fail to perform or observe any other
     term or covenant on its part to be performed or observed
     contained in any Loan Document and any such failure shall remain
     unremedied for a period of 30 days after the earlier of
     (i) written notice of such failure having been given to such
     Borrower by the Administrative Agent or (ii) such Borrower having
     obtained actual knowledge of such failure; or

          (e)  Such Borrower shall fail to pay any of its Debt when due
    (including any interest or premium thereon but excluding Debt
    outstanding hereunder and excluding other Debt aggregating in no
    event more than $10,000,000 in principal amount at any one time)
    whether by scheduled maturity, required prepayment, acceleration,
    demand or otherwise, and such failure shall continue after the
    applicable grace period, if any, specified in any agreement or
    instrument relating to such Debt; or any other default under any
    agreement or instrument relating to any such Debt, or any other
    event, shall occur and shall continue after the applicable grace
    period, if any, specified in such agreement or instrument, if the
    effect of such default or event is to accelerate, or to permit
    the acceleration of, the maturity of such Debt; or any such Debt
    shall be declared to be due and payable, or required to be
    prepaid (other than by a regularly scheduled required prepayment
    or as a result of such Borrower's exercise of a prepayment
    option) prior to the stated maturity thereof; or

          (f)  Such Borrower shall generally not pay its debts as such
    debts become due, or shall admit in writing its inability to pay
    its debts generally, or shall make an assignment for the benefit
    of creditors; or any proceeding shall be instituted by or against
    such Borrower seeking to adjudicate it a bankrupt or insolvent,
    or seeking liquidation, winding up, reorganization, arrangement,
    adjustment, protection, relief, or composition of its debts under
    any law relating to bankruptcy, insolvency, or reorganization or
    relief of debtors, or seeking the entry of an order for relief or
    the appointment of a receiver, trustee, or other similar official
    for it or for any substantial part of its property and, in the
    case of a proceeding instituted against such Borrower such
    Borrower shall consent thereto or such proceeding shall remain
    undismissed or unstayed for a period of 90 days or any of the
    actions sought in such proceeding (including without limitation
    the entry of an order for relief against such Borrower or the
    appointment of a receiver, trustee, custodian or other similar
    official for such Borrower or any of its property) shall occur;
    or such Borrower shall take any corporate or other action to
    authorize any of the actions set forth above in this
    subsection (f); or

          (g)  Any judgments or orders for the payment of money in
    excess of $10,000,000 (or aggregating more than $10,000,000 at any
    one time) shall be rendered against such Borrower or its properties,
    and either (A) enforcement proceedings shall have been commenced
    by any creditor upon such judgment or order and shall not have
    been stayed or (B) there shall be any period of 15 consecutive
    days during which a stay of enforcement of such judgment or
    order, by reason of a pending appeal or otherwise, shall not be
    in effect; or

          (h)  Any material provision of any Loan Document to which such
    Borrower is a party shall at any time for any reason cease to be
    valid and binding on such Borrower, or shall be determined to be
    invalid or unenforceable by any court, governmental agency or
    authority having jurisdiction over such Borrower, or such
    Borrower shall deny that it has any further liability or
    obligation under any Loan Document; or

          (i)  NU shall cease to beneficially own, free and clear of any
Liens, at least 85% of all outstanding shares of capital stock having
ordinary voting power for the election of directors of such Borrower; or

          (j)  A Change of Control shall have occurred.

                SECTION 8.02. Remedies Upon Events of Default.

     Upon  the occurrence and during the continuance of any Event
of  Default with respect to a Borrower, the Administrative  Agent
shall  at  the request, or may with the consent, of  the  Lenders
entitled  to  make  such request, upon notice  to  such  Borrower
(i)  declare  the obligation of each Lender to make  Advances  to
such Borrower to be terminated, whereupon such obligation of each
Lender shall forthwith terminate, provided, that any such request
or  consent pursuant to this clause (i) shall be made  solely  by
Lenders  having Percentages in the aggregate of not less 66-2/3%;
and (ii) declare the Advances made to such Borrower, all interest
thereon and all other amounts payable by such Borrower under this
Agreement  and the other Loan Documents to be forthwith  due  and
payable, whereupon such Advances, all such interest and all  such
amounts  shall  become and be forthwith due and payable,  without
presentment, demand, protest or further notice of any  kind,  all
of  which are hereby expressly waived by each Borrower, provided,
that  any  such request or consent pursuant to this  clause  (ii)
shall  be made solely by the Lenders holding at least 66-2/3%  of
the  then aggregate unpaid principal amount of the Advances owing
by  such Borrower, provided, that if such Event of Default is  an
Event of Default pursuant to subsection (f) of Section 8.01, then
(A)  the  obligation  of  each Lender to make  Advances  to  such
Borrower  shall automatically be terminated and (B) the  Advances
made  to  such  Borrower, all such interest and all such  amounts
shall  automatically  become  and be  due  and  payable,  without
presentment,  demand, protest or any notice of any kind,  all  of
which are hereby expressly waived by each Borrower.


                          ARTICLE IX
                           THE AGENT

     SECTION 9.01. Authorization and Action.

     Each  Lender hereby appoints and authorizes the Administrative
Agent to take such action as agent on  its  behalf and to
exercise such powers under this Agreement as are delegated
to  the  Administrative Agent by the terms hereof, together  with
such  powers  as are reasonably incidental thereto.   As  to  any
matters   not  expressly  provided  for  by  the  Loan  Documents
(including,   without  limitation,  enforcement   or   collection
thereof),  the  Administrative Agent shall  not  be  required  to
exercise  any  discretion  or take  any  action,  but   shall  be
required  to  act or to refrain from acting (and shall  be  fully
protected  in  so  acting or refraining  from  acting)  upon  the
instructions of the Majority Lenders, and such instructions shall
be   binding  upon  all  Lenders;  provided,  however,  that  the
Administrative  Agent shall not be required to  take  any  action
which  exposes the Administrative Agent to personal liability  or
which  is contrary to the Loan Documents or applicable law.   The
Administrative  Agent agrees to deliver promptly to  each  Lender
notice  of each notice given to it by a Borrower pursuant to  the
terms of this Agreement.

     SECTION 9.02. Administrative Agent's Reliance, Etc.

     Neither  the Administrative Agent nor any of its  directors,
officers,  agents  or employees shall be liable  for  any  action
taken or omitted to be taken by it or them under or in connection
with  any  Loan  Document, except for  its  or  their  own  gross
negligence  or  willful misconduct.  Without  limitation  of  the
generality of the foregoing, the Administrative Agent:   (i)  may
treat  each Lender party hereto as a "Lender" hereunder  and  for
all  purposes hereof until the Administrative Agent receives  and
accepts  a  Lender  Assignment entered into by  such  Lender,  as
assignor, and an assignee, as provided in Section 10.07; (ii) may
consult   with   legal  counsel  (including   counsel   for   the
Borrower(s)),  independent public accountants and  other  experts
selected  by it and shall not be liable for any action  taken  or
omitted  to be taken in good faith by it in accordance  with  the
advice  of such counsel, accountants or experts; (iii)  makes  no
warranty  or  representation  to any  Lender  and  shall  not  be
responsible to any Lender for the Information Memorandum  or  any
other  statements, warranties or representations made  in  or  in
connection with any Loan Document; (iv) shall not have  any  duty
to ascertain or to inquire as to the performance or observance of
any of the terms, covenants or conditions of any Loan Document on
the  part  of  any  Borrower to be performed or observed,  or  to
inspect  any  property (including the books and records)  of  any
Borrower; (v) shall not be responsible to any Lender for the  due
execution,   legality,  validity,  enforceability,   genuineness,
sufficiency or value of any Loan Document or any other instrument
or  document furnished pursuant hereto; and (vi) shall  incur  no
liability under or in respect of any Loan Document by acting upon
any  notice, consent, certificate or other instrument or  writing
(which  may  be  by facsimile) believed by it to be  genuine  and
signed or sent by the proper party or parties.

     SECTION 9.03. Citibank and Affiliates.

     With respect to its Commitment and the Advances made by  it,
Citibank  shall  have the same rights and powers under  the  Loan
Documents as any other Lender and may exercise the same as though
it  were  not  the Administrative Agent and the term "Lender"  or
"Lenders"  shall,  unless otherwise expressly indicated,  include
Citibank in its individual capacity.  Citibank and its Affiliates
may  accept  deposits from, lend money to, act as  trustee  under
indentures of, and generally engage in any kind of business with,
any Borrower, any of their respective Subsidiaries and any Person
who may do business with or own securities of any Borrower or any
such  Subsidiary, all as if Citibank were not the  Administrative
Agent and without any duty to account therefor to the Lenders.

     SECTION 9.04. Lender Credit Decision.

     Each  Lender  acknowledges that it  has,  independently  and
without  reliance  upon the Administrative  Agent  or  any  other
Lender  and based on the Information Memorandum and the Financial
Statements  and such other documents and information  as  it  has
deemed appropriate, made its own credit analysis and decision  to
enter into this Agreement.  Each Lender also acknowledges that it
will,  independently and without reliance upon the Administrative
Agent  or  any  other  Lender and based  on  such  documents  and
information as it shall deem appropriate at the time, continue to
make  its  own  credit decisions in taking or not  taking  action
under this Agreement.

     SECTION 9.05. Indemnification.

     The  Lenders agree to indemnify the Administrative Agent (to
the extent not reimbursed by the Borrowers), ratably according to
their  respective Commitments (or, if the Commitments  have  been
terminated, ratably according to the respective principal amounts
of  the Advances then held by each of them (provided, that if any
Commitments  or Advances are held by any Borrower  or  Affiliates
thereof, any ratable apportionment hereunder shall exclude  their
respective Commitments hereunder or the principal amount  of  the
Advances  held  by  such  Borrower(s) or Affiliates)),  from  and
against  any  and all liabilities, obligations, losses,  damages,
penalties,   actions,  judgments,  suits,  costs,   expenses   or
disbursements  of  any  kind or nature whatsoever  which  may  be
imposed  on,  incurred by, or asserted against the Administrative
Agent  in its capacity as such in any way relating to or  arising
out  of  any Loan Document or any action taken or omitted by  the
Administrative  Agent  in its capacity as  such  under  any  Loan
Document, provided that no Lender shall be liable for any portion
of  such  liabilities, obligations, losses,  damages,  penalties,
actions,  judgments,  suits,  costs,  expenses  or  disbursements
resulting  from  the Administrative Agent's gross  negligence  or
willful  misconduct.  Without limitation of the  foregoing,  each
Lender agrees to reimburse the Administrative Agent promptly upon
demand  for  such  Lender's ratable share  of  any  out-of-pocket
expenses  (including counsel fees) incurred by the Administrative
Agent  in  connection with the preparation, execution,  delivery,
administration,  modification, amendment or enforcement  (whether
through  negotiations, legal proceedings  or  otherwise)  of,  or
legal advice in respect of rights or responsibilities under,  the
Loan  Documents  to the extent that the Administrative  Agent  is
entitled  to reimbursement for such expenses pursuant to  Section
10.04 but is not reimbursed for such expenses by the Borrowers.

     SECTION 9.06. Successor Administrative Agent.

     The  Administrative Agent may resign at any time  by  giving
written notice thereof to the Lenders and the Borrowers, with any
such resignation to become effective only upon the appointment of
a  successor Administrative Agent pursuant to this Section  9.06.
Upon  any  such resignation, the Majority Lenders shall have  the
right to appoint a successor Administrative Agent, which shall be
a  Lender  or another commercial bank or trust company reasonably
acceptable to the Borrowers organized or licensed under the  laws
of  the  United States, or of any State thereof.  If no successor
Administrative Agent shall have been so appointed by the Majority
Lenders, and shall have accepted such appointment, within 30 days
after  the  retiring Administrative Agent's giving of  notice  of
resignation,  then  the  retiring Administrative  Agent  may,  on
behalf  of the Lenders, appoint a successor Administrative Agent,
which  shall  be  Lender or shall be another commercial  bank  or
trust  company organized or licensed under the laws of the United
States  or  of  any  State thereof reasonably acceptable  to  the
Borrowers.    In  addition  to  the  foregoing   right   of   the
Administrative Agent to resign, the Majority Lenders  may  remove
the  Administrative  Agent at any time, with  or  without  cause,
concurrently  with the appointment by the Majority Lenders  of  a
successor  Administrative  Agent.  Upon  the  acceptance  of  any
appointment  as  Administrative Agent hereunder  by  a  successor
Administrative Agent, such successor Administrative  Agent  shall
thereupon  succeed  to  and become vested with  all  the  rights,
powers,  privileges  and  duties of the  retiring  Administrative
Agent,  and the retiring Administrative Agent shall be discharged
from its duties and obligations under this Agreement.  After  any
retiring  Administrative Agent's resignation or removal hereunder
as  Administrative Agent, the provisions of this Article IX shall
inure  to  its benefit as to any actions taken or omitted  to  be
taken  by  it  while it was Administrative Agent under  the  Loan
Documents.


                          ARTICLE X
                        MISCELLANEOUS

     SECTION 10.01. Amendments, Etc.

     No  amendment  or  waiver  of  any  provision  of  any  Loan
Document, nor consent to any departure by any Borrower therefrom,
shall  in  any  event be effective unless the same  shall  be  in
writing and signed by the Majority Lenders, and then such  waiver
or  consent shall be effective only in the specific instance  and
for the specific purpose for which given; provided, however, that
no  amendment,  waiver or consent shall, unless  in  writing  and
signed  by all the Lenders, do any of the following:  (a)  waive,
modify or eliminate any of the conditions specified in Article V,
(b)  increase the Commitment of any Lender hereunder or  increase
the  Commitments of the Lenders that may be maintained  hereunder
or  increase any Borrower Sublimit or subject the Lenders to  any
additional obligations, (c) reduce the principal of, or  interest
on,  the  Advances, any Applicable Margin or any  fees  or  other
amounts  payable  hereunder  (other  than  fees  payable  to  the
Administrative   Agent  pursuant  to  Section  2.02(b)   hereof),
(d)  postpone any date fixed for any payment of principal of,  or
interest  on,  the Advances or any fees or other amounts  payable
under  the  Loan  Documents  (other  than  fees  payable  to  the
Administrative   Agent  pursuant  to  Section  2.02(b)   hereof),
(e)  change the percentage of the Commitments or of the aggregate
unpaid principal amount of the Advances, or the number of Lenders
which  shall be required for the Lenders or any of them  to  take
any  action under the Loan Documents, (f) amend any Loan Document
in a manner intended to prefer one or more Lenders over any other
Lenders,  or (g) amend this Section 10.01; and provided, further,
that no amendment, waiver or consent shall, unless in writing and
signed  by  the Administrative Agent, in addition to the  Lenders
required  above to take such action, affect the rights or  duties
of the Administrative Agent under any Loan Document.

     SECTION 10.02. Notices, Etc.

     Except  as otherwise expressly provided herein, all  notices
and  other  communications provided for under the Loan  Documents
shall  be  in  writing  (including facsimile  communication)  and
mailed,  sent by facsimile or hand delivered:

          (i)  if to any Borrower, to it in care of NUSCO at 107 Selden
               Street, Berlin, Connecticut 06037, Attention: Assistant
               Treasurer, facsimile number: (860) 665-5457, confirm
               number: (860) 665-3258;

          (ii) if to any Bank, at its Domestic Lending Office specified
               opposite its name on Schedule I hereto;

          (iii) if to any Lender other than a Bank, at its Domestic
               Lending Office specified in the Lender Assignment
               pursuant to which it became a Lender; and

          (iv) if to the Administrative Agent, at its address at Two
               Penns Way, Suite 200, New Castle, Delaware 19720,
               Attention: Bank Loan Services,   facsimile number:
               (302) 894-6120, with a copy to Citibank, N.A., Global
               Power Group, 399 Park Avenue, 4th Floor, New York,
               New York 10043, Attention: Robert J. Harrity, Jr.,
               Managing Director, facsimile number: (212) 793-6130,
               confirm number: (212) 559-6482;

or,  as  to  each  party,  at  such other  address  as  shall  be
designated  by  such  party  in a written  notice  to  the  other
parties.  All such notices and communications shall, when mailed,
sent by facsimile or hand delivered, be effective five days after
when  deposited in the mails, or when sent by facsimile, or  when
delivered,  respectively, except that notices and  communications
to the Administrative Agent pursuant to Article II, III, IV or IX
shall  not  be  effective until received  by  the  Administrative
Agent.  With respect to any telephone notice given or received by
the  Administrative Agent pursuant to Section  3.03  hereof,  the
records  of the Administrative Agent shall be conclusive for  all
purposes.

     SECTION 10.03. No Waiver of Remedies.

     No  failure on the part of the Administrative Agent  or  any
Lender  to exercise, and no delay in exercising, any right  under
any  Loan  Document shall operate as a waiver thereof; nor  shall
any  single  or partial exercise of any such right  preclude  any
other  or  further exercise thereof or the exercise of any  other
right.  The  remedies  herein provided  are  cumulative  and  not
exclusive of any remedies provided by law.

     SECTION 10.04.  Costs, Expenses and Indemnification.

     (a)  The Borrowers agree to pay when due, in accordance with the
terms  hereof:  (i) all costs and expenses of the  Administrative
Agent  in connection with the preparation, negotiation, execution
and  delivery  of the Loan Documents, the administration  of  the
Loan  Documents,  and  any proposed modification,  amendment,  or
consent relating thereto (including, in each case, the reasonable
fees  and  expenses of counsel to the Administrative  Agent)  and
(ii)  all costs and expenses of the Administrative Agent and each
Lender (including all fees and expenses of counsel) in connection
with   the  enforcement,  whether  through  negotiations,   legal
proceedings or otherwise, of the Loan Documents.

     (b)   The  Borrowers hereby agree to indemnify and hold  the
Administrative   Agent  and  each  Lender,  and   its   officers,
directors, employees, professional advisors and affiliates (each,
an  "Indemnified Person") harmless from and against any  and  all
claims,   damages,   losses,  liabilities,  costs   or   expenses
(including  reasonable attorney's fees and expenses,  whether  or
not such Indemnified Person is named as a party to any proceeding
or  investigation or is otherwise subjected to judicial or  legal
process arising from any such proceeding or investigation)  which
any of them may incur or which may be claimed against any of them
by  any  person  or  entity (except to the  extent  such  claims,
damages,  losses, liabilities, costs or expenses arise  from  the
gross   negligence  or  willful  misconduct  of  the  Indemnified
Person):

          (i)  by reason of or in connection with the execution, delivery
     or  performance  of  the Loan Documents or  any  transaction
     contemplated thereby, or the use by any Borrower of the proceeds
     of any Advance;

          (ii) in connection with or resulting from the utilization,
     storage, disposal, treatment, generation, transportation, release
     or ownership of any Hazardous Substance (A) at, upon or under any
     property  of any of the Borrowers or any of their respective
     Affiliates or (B) by or on behalf of any of the Borrowers or any
     of their respective Affiliates at any time and in any place; or

          (iii) in connection with any documentary taxes, assessments
     or charges made by any governmental authority by reason of the
     execution and delivery of the Loan Documents.

     (c)  The Borrowers' obligations under this Section 10.04 shall
survive  the  assignment by any Lender pursuant to Section  10.07
hereof  and  shall survive as well the repayment of  all  amounts
owing to the Lenders under the Loan Documents and the termination
of the Commitments.  If and to the extent that the obligations of
the  Borrowers under this Section 10.04 are unenforceable for any
reason,  the Borrowers agree to make the maximum contribution  to
the  payment and satisfaction thereof which is permissible  under
applicable law.

     (d)  The Borrowers' obligations under this Section 10.04 are in
addition to and shall not be deemed to supersede their indemnification
and similar obligations set forth in that certain
Commitment Letter dated as of October 3, 2002 among the
Borrowers, Citibank, Salomon Smith Barney, Inc. and Banc One
Capital Markets, Inc.

     (e)  Each Borrower shall be liable for its pro rata share of any
payment to be made by the Borrowers under this Section 10.04,
such pro rata share to be determined on the basis of such
Borrower's Fraction; provided, however, that if and to the extent
that any such liabilities are reasonably determined by the
Borrowers (subject to the approval of the Administrative Agent
which approval shall not be unreasonably withheld) to be directly
attributable to a specific Borrower, only such Borrower shall be
liable for such payments.

SECTION 10.05.     Right of Set-off.

     (a)  Upon (i) the occurrence and during the continuance of any
Event  of  Default  with respect to any Borrower,  and  (ii)  the
making of the request or the granting of the consent specified by
Section 8.02 to authorize the Administrative Agent to declare the
Advances  due and payable pursuant to the provisions  of  Section
8.02, each Lender is hereby authorized at any time and from  time
to  time, to the fullest extent permitted by law, to set off  and
apply  any and all deposits (general or special, time or  demand,
provisional or final) at any time held and other indebtedness  at
any time owing by such Lender to or for the credit or the account
of  such Borrower against any and all of the obligations of  such
Borrower now or hereafter existing under the Loan Documents  held
by  such Lender, irrespective of whether or not such Lender shall
have  made any demand under the Loan Documents and although  such
obligations  may  be unmatured.  Each Lender agrees  promptly  to
notify such Borrower after any such set-off and application  made
by  such  Lender, provided that the failure to give  such  notice
shall  not  affect the validity of such set-off and  application.
The  rights of each Lender under this Section are in addition  to
other  rights and remedies (including, without limitation,  other
rights of set-off) which such Lender may have.

     (b)  Each Borrower agrees that it shall have no right of off-set,
deduction or counterclaim in respect of its obligations under the
Loan Documents, and that the obligations of the Lenders hereunder
are several and not joint.  Nothing contained herein shall
constitute a relinquishment or waiver of such Borrower's rights
to any independent claim that such Borrower may have against the
Administrative Agent or any Lender, but no Lender shall be liable
for the conduct of the Administrative Agent or any other Lender,
and the Administrative Agent shall not be liable for the conduct
of any Lender.

     SECTION 10.06.  Effectiveness.

     This  Agreement shall become effective when  it  shall  have
been  executed by each Borrower and the Administrative Agent  and
when  the Administrative Agent shall have been notified  by  each
Bank that such Bank has executed it.

     SECTION 10.07.  Assignments and Participation.

     (a)  The provisions of this Agreement shall be binding upon and
inure  to  the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that no  Borrower
may assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender and no
Lender  may  assign or otherwise transfer any of  its  rights  or
obligations  hereunder  except (i) to  an  Eligible  Assignee  in
accordance with the provisions of paragraph (b) of this  Section,
(ii) by way of participation in accordance with the provisions of
paragraph  (d)  of  this Section or (iii) by  way  of  pledge  or
assignment of a security interest subject to the restrictions  of
paragraph (f) of this Section (and any other attempted assignment
or transfer by any party hereto shall be null and void).  Nothing
in  this  Agreement, expressed or implied, shall be construed  to
confer  upon  any  Person (other than the parties  hereto,  their
respective  successors and assigns permitted hereby, Participants
to  the extent provided in paragraph (d) of this Section and,  to
the extent expressly contemplated hereby, the Related Parties  of
each  of  the Administrative Agent and the Lenders) any legal  or
equitable  right,  remedy or claim under or  by  reason  of  this
Agreement.

     (b)  Any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and
the Advances at the time owing to it); provided that (i) such
Lender provides notice thereof to the Borrowers within fifteen
(15) days of such assignment (but the failure to provide such
notice shall not affect the validity of such assignment), (ii)
except in the case of an assignment of the entire remaining
amount of the assigning Lender's Commitment and the Advances at
the time owing to it or in the case of an assignment to a Lender
or an Affiliate of a Lender or an Approved Fund with respect to a
Lender, the aggregate amount of the Commitment (which for this
purpose includes Advances outstanding thereunder) or, if the
applicable Commitment is not then in effect, the principal
outstanding balance of the Advance of the assigning Lender
subject to each such assignment (determined as of the date the
Lender Assignment with respect to such assignment is delivered to
the Administrative Agent or, if "Trade Date" is specified in the
Lender Assignment, as of the Trade Date) shall not be less than
$5,000,000, unless each of the Administrative Agent and, so long
as no Event of Default has occurred and is continuing, the
Borrowers otherwise consent (each such consent not to be
unreasonably withheld or delayed), (iii) each partial assignment
shall be made as an assignment of a proportionate part of all the
assigning Lender's rights and obligations under this Agreement
with respect to the Advance or the Commitment assigned, (iv) any
assignment of a Commitment must be approved by the Administrative
Agent unless the Person that is the proposed assignee is itself a
Lender with a Commitment (whether or not the proposed assignee
would otherwise qualify as an Eligible Assignee) and (v) the
parties to each assignment shall execute and deliver to the
Administrative Agent an Lender Assignment, together with a
processing and recordation fee of $3,500.  Subject to acceptance
and recording thereof by the Administrative Agent pursuant to
paragraph (c) of this Section, from and after the effective date
specified in each Lender Assignment, the Eligible Assignee
thereunder shall be a party to this Agreement and, to the extent
of the interest assigned by such Lender Assignment, have the
rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest
assigned by such Lender Assignment, be released from its
obligations under this Agreement (and, in the case of a Lender
Assignment covering all of the assigning Lender's rights and
obligations under this Agreement, such Lender shall cease to be a
party hereto) but shall continue to be entitled to the benefits
of Sections 4.03 and 4.05 with respect to facts and circumstances
occurring prior to the effective date of such assignment.  Any
assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this paragraph shall be
treated for purposes of this Agreement as a sale by such Lender
of a participation in such rights and obligations in accordance
with paragraph (d) of this Section.

     (c)  The Administrative Agent, acting solely for this purpose as
an agent of the Borrowers, shall maintain at one of its addresses
referred to in Section 10.02 a copy of each Lender Assignment
delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitments of, and
principal amounts of the Advances owing to, each Lender pursuant
to the terms hereof from time to time (the "Register").  The
entries in the Register shall be conclusive, and the Borrowers,
the Administrative Agent and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary.  The Register shall be
available for inspection by the Borrowers and any Lender, at any
reasonable time and from time to time upon reasonable prior
notice.


     (d)  Any Lender may at any time, without the consent of the
Borrowers or the Administrative Agent, sell participations to any
Person (other than a natural person or the Borrowers or any of
the Borrowers' Affiliates or Subsidiaries) (each, a "Participant")
in all or a portion of such Lender's rights and/or obligations
under this Agreement (including all or a portion of its Commitment
and/or the Advances owing to it); provided that
(i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to
the other parties hereto for the performance of such obligations
and (iii) the Borrowers, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations
under this Agreement.  Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and
to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver
described in Section 10.01(a)-(g) that affects such Participant.
Subject to paragraph (e) of this Section, the Borrowers agree
that each Participant shall be entitled to the benefits of
Sections 4.03 and 4.05 to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to paragraph
(b) of this Section.  To the extent permitted by law, each
Participant also shall be entitled to the benefits of
Section 10.05 as though it were a Lender, provided such
Participant agrees to be subject to Section 4.04 as though it
were a Lender.

     (e)  A Participant shall not be entitled to receive any greater
payment under Sections 4.03 and 4.05 than the applicable Lender
would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the
participation to such Participant is made with each Borrower's
prior written consent.  A Participant that is not incorporated
under the laws of the United States of America or any state
thereof shall not be entitled to the benefits of Section 4.05
unless the Borrowers are notified of the participation sold to
such Participant and such Participant agrees, for the benefit of
the Borrowers, to comply with Section 4.05(e) as though it were a
Lender.

     (f)  Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement
to secure obligations of such Lender, including without
limitation any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such pledge or assignment
shall release such Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a
party hereto.

     (g)  If any Lender shall have delivered a notice to the
Administrative Agent described in Section 4.03(a), (b), (c) or
(f) hereof, or shall become a non-performing Lender under Section
3.03(b) hereof, and if and so long as such Lender shall not have
withdrawn such notice or corrected such non-performance in
accordance with Section 3.03(b), the Borrowers may demand that
such Lender assign, in accordance with Section 10.07 hereof, to
one or more assignees designated by either the Borrowers or the
Administrative Agent (and reasonably acceptable to the other),
all (but not less than all) of such Lender's Commitment,
Advances, participation and other rights and obligations under
the Loan Documents; provided that any such demand by the
Borrowers during the continuance of an Event of Default or an
Unmatured Default shall be ineffective without the consent of the
Majority Lenders.  If, within 30 days following any such demand
by the Borrowers, any such assignee so designated shall fail to
tender such assignment on terms reasonably satisfactory to the
Borrowers and the Borrowers and the Administrative Agent shall
have failed to designate any such assignee, then such demand by
the Borrowers shall become ineffective, it being understood for
purposes of this provision that such assignment shall be
conclusively deemed to be on terms reasonably satisfactory to
such Lender, and such Lender shall be compelled to tender such
assignment forthwith, if (i) such assignee (A) shall agree to
such assignment in substantially the form of the Lender
Assignment and (B) shall tender payment to such Lender in an
amount equal to the full outstanding dollar amount accrued in
favor of such Lender hereunder (as computed in accordance with
the records of the Administrative Agent) and (ii) in the event
the Borrowers demanded such assignment, the Borrowers shall
tender payment to the Administrative Agent of the processing and
recording fee specified in Section 10.07(b) for such assignment.

     SECTION 10.08.   Confidentiality.

     In connection with the negotiation and administration of the
Loan  Documents, the Borrowers have furnished or caused  to  have
furnished  and  will from time to time furnish  or  cause  to  be
furnished  to the Administrative Agent and the Lenders  (each,  a
"Recipient")  written  information which when  delivered  to  the
Recipient  will  be deemed to be confidential (such  information,
other than any such information which (i) was publicly available,
or  otherwise known to the Recipient, at the time of  disclosure,
(ii)  subsequently becomes publicly available other than  through
any   act  or  omission  by  the  Recipient  or  (iii)  otherwise
subsequently becomes known to the Recipient other than through  a
Person whom the Recipient knows to be acting in violation of  his
or  its  obligations to the Borrowers, being hereinafter referred
to  as  "Confidential  Information").   The  Recipient  will  not
knowingly disclose any such Confidential Information to any third
party  (other  than  to  those persons who  have  a  confidential
relationship  with the Recipient), and will take  all  reasonable
steps to restrict access to such information in a manner designed
to  maintain the confidential nature of such information, in each
case  until  such  time  as the same ceases  to  be  Confidential
Information  or as the Borrowers may otherwise instruct.   It  is
understood,  however, that the foregoing will  not  restrict  the
Recipient's   ability  to  freely  exchange   such   Confidential
Information with prospective participants in or assignees of  the
Recipient's  position herein, but the Recipient's ability  to  so
exchange  Confidential Information shall be conditioned upon  any
such prospective participant's entering into an understanding  as
to  confidentiality  similar to this provision.   It  is  further
understood that the foregoing will not prohibit the disclosure of
any  or  all  Confidential Information if and to the extent  that
such  disclosure  may be required (i) by a regulatory  agency  or
otherwise  in  connection with an examination of the  Recipient's
records by appropriate authorities, (ii) pursuant to court order,
subpoena  or other legal process or (iii) otherwise, as  required
by law; in the event of any required disclosure under clause (ii)
or  (iii), above, the Recipient agrees to use reasonable  efforts
to  inform  the Borrowers as promptly as practicable  unless  the
Lender  is  prohibited from doing so by court order, subpoena  or
other legal process.

     SECTION 10.09.  Waiver of Jury Trial.

     Each  of  the  Borrowers, the Administrative Agent  and  the
Lenders  hereby irrevocably waives all right to trial by jury  in
any action, proceeding or counterclaim arising out of or relating
to  the  Loan  Documents,  or any other  instrument  or  document
delivered hereunder or thereunder.

     SECTION 10.10.  Governing Law.

     The  Loan  Documents shall be governed by, and construed  in
accordance with, the laws of the State of New York.  Each of  the
Borrowers,   the   Lenders   and   the   Administrative    Agent:
(i) irrevocably submits to the jurisdiction of any New York State
Court  or  Federal court sitting in New York City in  any  action
arising  out  of or relating to the Loan Documents,  (ii)  agrees
that  all  claims in such action may be decided  in  such  court,
(iii) waives, to the fullest extent it may effectively do so, the
defense of an inconvenient forum and (iv) consents to the service
of process by mail.  A final judgment in any such action shall be
conclusive  and  may be enforced in other jurisdictions.  Nothing
herein shall affect the right of any party to serve legal process
in  any manner permitted by law or affect its right to bring  any
action in any other court.

     SECTION 10.11.  Relation of the Parties; No Beneficiary.

     No  term,  provision  or  requirement,  whether  express  or
implied, of any Loan Document, or actions taken or to be taken by
any party thereunder, shall be construed to create a partnership,
association,  or  joint venture between such parties  or  any  of
them.   No  term  or  provision of any  Loan  Document  shall  be
construed to confer a benefit upon, or grant a right or privilege
to, any Person other than the parties hereto.

     SECTION 10.12.     Execution in Counterparts

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

<PAGE>
                                                                   S-1

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

                              THE CONNECTICUT LIGHT AND
                                POWER COMPANY



                              By: /s/ Randy A. Shoop
                                    Name:  Randy A. Shoop
                                    Title: Treasurer

                              WESTERN MASSACHUSETTS
                                ELECTRIC COMPANY


                              By: /s/ Randy A. Shoop
                                    Name:  Randy A. Shoop
                                    Title: Assistant Treasurer-Finance

                              YANKEE GAS SERVICES
                              COMPANY


                              By: /s/ Randy A. Shoop
                                   Name:  Randy A. Shoop
                                   Title: Assistant Treasurer

                              PUBLIC SERVICE COMPANY
                              OF NEW HAMPSHIRE



                              By: /s/ Randy A. Shoop
                                    Name:  Randy A. Shoop
                                    Title: Assistant Treasurer-Finance

                              CITIBANK, N.A.,
                                  as Administrative Agent


                              By: /s/ Anita J. Brickell
                                  Name: Anita J. Brickell
                                  Title: Vice President
<PAGE>

The Banks:

Commitment:  $39,807,692.30    CITIBANK, N.A.


                               By:  /s/ Anita J. Brickell
                                    Name:  Anita J.
Brickell
                                    Title:  Vice President

<PAGE>
                                                                   S-3

Commitment:  $39,807,692.31   UNION BANK OF CALIFORNIA, N.A.,



                              By:  /s/ Kevin M. Zitar
                                  Name: Kevin M. Zitar
                                  Title: Vice President



<PAGE>
                                                                   S-4
Commitment: $39,807,692.31   BANK ONE, NA,


                             By:  /s/ George Schanz
                                  Name:  George Schanz
                                  Title: Managing Director

<PAGE>
                                                                   S-5


Commitment: $39,807,692.30  BARCLAYS BANK PLC

                            By:  /s/ Sydney G. Dennis
                                 Name:  Sydney G. Dennis
                                 Title: Director

<PAGE>
                                                                   S-6

Commitment: $34,615,384.62   FLEET NATIONAL BANK

                             By:  /s/ Michael M. Parker
                                  Name:  Michael M. Parker
                                  Title:    Managing Director

<PAGE>
                                                                   S-7

Commitment: $26,076,923.08   TORONTO DOMINION (TEXAS), INC.

                             By:  /s/ Jano Nixon
                                  Name:  Jano Nixon
                                  Title: Vice President

<PAGE>
                                                                   S-8

Commitment: $27,692,307.69   THE BANK OF  NEW YORK

                             By:  /s/ John N. Watt
                                  Name:  John N. Watt
                                  Title:    Vice President

<PAGE>
                                                                   S-9

Commitment: $20,769,230.77   JPMORGAN CHASE BANK

                             By:  /s/ Robert M. Bowen, II
                                  Name:  Robert M. Bowen, II
                                  Title:    Managing Director

<PAGE>
                                                                  S-10

Commitment: $23,076,923.08    CITIZENS BANK OF MASSACHUSETTS

                              By:  /s/ Michael Ouellet
                                   Name:  Michael Ouellet
                                   Title: Vice President

<PAGE>
                                                                  S-21

Commitment:  $11,538,461.54    MELLON BANK, N.A.

                               By:  /s/ Roger N. Stanier
                                    Name:  Roger N. Stanier
                                    Title: Vice President

Total of Commitments: $300,000,000







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.11 OPIN COUNSL
<SEQUENCE>5
<FILENAME>rule24exhf3112102.txt
<DESCRIPTION>POST-EFF. OPINION OF COUNSEL 112102
<TEXT>
Exhibit F-3

November 21, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

Re:  Northeast Utilities et al.
     File No. 70-9755

Ladies and Gentlemen:

I am Assistant General Counsel of Northeast Utilities Service
Company ("NUSCO"), a service company affiliate of Northeast
Utilities ("NU"). In connection with the transactions contemplated
by the Application/Declaration, as amended, in the above referenced
file (the "Application"), and described in the Certificate Pursuant to
Rule 24 dated November 21, 2002 ("Rule 24 Certificate"), I have acted
as counsel to NU, The Connecticut Light and Power Company ("CL&P"),
Western Massachusetts Electric Company ("WMECO"), Public Service
Company of New Hampshire ("PSNH"), and Yankee Gas Services
Company ("Yankee") and the other applicants described
therein (collectively, the "Applicants").  This opinion is
given to you with respect to the transactions described in
the Rule 24 Certificate pursuant to your Instructions as to
Exhibits to applications and declarations filed on Form U-1.
Except as otherwise defined herein, terms used herein shall
have the meanings given them in the Application.

In connection with this opinion, I have examined or caused
to be examined by counsel associated with or engaged by me, including
counsel who are employed by NUSCO, originals or copies certified to my
satisfaction of such corporate records of the Applicants, certificates
of public officials and of officers of the Applicants, and agreements,
instruments and other documents, as I have deemed necessary as a basis
for the opinions expressed below.  In my examination of such agreements,
instruments and documents, I have assumed the genuineness of all
signatures, the authenticity of all agreements, instruments and
documents submitted to me as originals, and the conformity
to original agreements, instruments and documents of all agreements,
instruments and documents  submitted to me as certified,
conformed or photostatic copies and the authenticity of the originals
of such copies.

The opinions set forth herein are limited to the laws of the
Commonwealth of Massachusetts, the State of Connecticut, the State of
New Hampshire and the federal laws of the United States.  I am a
member of the bar of the State of New York.  I am not a
member of the bar of the Commonwealth of Massachusetts or
the States of Connecticut or New Hampshire, and do not hold myself out
as an expert in the laws of such Commonwealth or States,  although I
have made a study of  relevant laws of such Commonwealth and such
States.  In expressing opinions about matters  governed by the laws
of the Commonwealth of Massachusetts or the States of Connecticut and
New Hampshire, I have consulted with counsel who are employed by NUSCO
and are members of the bar of such Commonwealth and such States.

I have assumed that the transactions were carried out in conformity
with the requisite authorizations, approvals, consents or exemptions
under the securities laws of the Commonwealth and various States and
other jurisdictions of the United States.

Based on and subject to the foregoing, I am of the opinion
that:

1.  All state laws applicable to each of the transactions
for which the Commission's approval was sought in the Application have
been complied with.

2.  NU and WMECO are each validly organized and duly existing under the
laws of the Commonwealth of Massachusetts; CL&P and Yankee are
validly organized and duly existing under the laws of the
State of Connecticut; and PSNH is validly organized and duly
existing under the laws of New Hampshire.

3.  Any notes issued to the banks pursuant to the Credit
Agreements by NU and by CL&P, WMECO, PSNH and Yankee, were
all issued in accordance with the authorization sought in
the Application, and are the valid and binding obligations
of such Applicants in accordance with their respective terms.

4.  The consummation of the transactions for which the
Commission's approval is sought in the Application will not violate
the legal rights of the holders of any securities issued by any of the
Applicants or any associate company of such Applicants.

I hereby consent to the use of this opinion in connection
with the filing of the Application.

Very truly yours,

/s/ Jeffrey C. Miller
Jeffrey C. Miller
Assistant General Counsel
Northeast Utilities Service Company


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