<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>exhb8opcoagmt.txt
<DESCRIPTION>EXHIBIT B-8 OPCO CREDIT AGREEMENT 110804
<TEXT>
Exhibit B-8

                                                EXECUTION VERSION


                        CREDIT AGREEMENT

                  Dated as of November 8, 2004

                              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

                       CITICORP USA, INC.
                     as Administrative Agent


                CITIGROUP GLOBAL MARKETS INC. and
                  J.P. MORGAN SECURITIES INC.,
                      Joint Lead Arrangers

  BARCLAYS CAPITAL, the Investment Banking Division of Barclays
                          Bank PLC, and
                 UNION BANK OF CALIFORNIA, N.A.,
                      Co-Syndication Agents

                      FLEET NATIONAL BANK,
                       Documentation Agent



                        TABLE OF CONTENTS
                                                           Page

                            ARTICLE I
                DEFINITIONS AND ACCOUNTING TERMS

SECTION  1.01.   Certain Defined Terms                        1
SECTION  1.02.   Computation of Time Periods.                15
SECTION  1.03.   Accounting Terms; Financial Statements.     15
SECTION  1.04.   Computations of Outstandings.               15

                           ARTICLE II
                           COMMITMENTS

SECTION  2.01.   The Commitments.                            15
SECTION  2.02.   Fees.                                       16
SECTION  2.03.   Reduction and Increase of the Commitments;
                 Borrower Sublimits.                         16
SECTION  2.04.   Extension of the Termination Date.          18

                           ARTICLE III
                            ADVANCES

SECTION  3.01.   Advances.                                   18
SECTION  3.02.   Terms Relating to the Making of Advances.   19
SECTION  3.03.   Making of Advances.                         19
SECTION  3.04.   Repayment of Advances; Delivery of Notes.   20
SECTION  3.05.   Interest.                                   20
SECTION  3.06.   Several Obligations.                        22

                           ARTICLE IV
                            PAYMENTS

SECTION  4.01.   Payments and Computations.                  22
SECTION  4.02.   Prepayments.                                24
SECTION  4.03.   Yield Protection.                           24
SECTION  4.04.   Sharing of Payments, Etc.                   28
SECTION  4.05.   Taxes.                                      28

                            ARTICLE V
                      CONDITIONS PRECEDENT

SECTION  5.01.   Conditions Precedent to Effectiveness.      30
SECTION  5.02.   Conditions Precedent to All Advances.       32
SECTION  5.03.   Reliance on Certificates.                   33

                           ARTICLE VI
                 REPRESENTATIONS AND WARRANTIES

SECTION  6.01.  Representations and Warranties of the
                Borrowers.                                   33

                           ARTICLE VII
                            COVENANTS

SECTION  7.01.  Affirmative Covenants of the Borrowers.      36
SECTION  7.02.  Negative Covenants of the Borrowers.         39
SECTION  7.03.  Financial Covenants of the Borrowers.        42
SECTION  7.04.  Reporting Obligations of the Borrowers.      42

                          ARTICLE VIII
                            DEFAULTS

SECTION  8.01.  Events of Default.                           45
SECTION  8.02.  Remedies Upon Events of Default.             46

                           ARTICLE IX
                            THE AGENT

SECTION  9.01.  Authorization and Action.                    47
SECTION  9.02.  Administrative Agent's Reliance, Etc.        47
SECTION  9.03.  CUSA and Affiliates.                         48
SECTION  9.04.  Lender Credit Decision.                      48
SECTION  9.05.  Indemnification.                             48
SECTION  9.06.  Successor Administrative Agent.              49

                            ARTICLE X
                          MISCELLANEOUS

SECTION  10.01.  Amendments, Etc.                            49
SECTION  10.02.  Notices, Etc.                               50
SECTION  10.03.  No Waiver of Remedies.                      51
SECTION  10.04.  Costs, Expenses and Indemnification.        51
SECTION  10.05.  Right of Set-off.                           52
SECTION  10.06.  Effectiveness.                              53
SECTION  10.07.  Assignments and Participation.              53
SECTION  10.08.  Confidentiality.                            55
SECTION  10.09.  Electronic Communications.                  56
SECTION  10.10.  Waiver of Jury Trial.                       57
SECTION  10.11.  Governing Law.                              57
SECTION  10.12.  Relation of the Parties; No Beneficiary.    58
SECTION  10.13.  Execution in Counterparts                   58


                            SCHEDULES

Schedule I       -    Applicable Lending Offices and Commitments

                            EXHIBITS

Exhibit 1.01A    -    Form of Note
Exhibit 3.01     -    Form of Notice of Borrowing
Exhibit 5.01A    -    Form of Opinion of Jeffrey C. Miller, Assistant
                      General Counsel of NUSCO
Exhibit 5.01B    -    Form of Opinion of King & Spalding LLP, Special
                      New York Counsel to the Administrative Agent
Exhibit 10.07    -    Form of Lender Assignment



                        CREDIT AGREEMENT

                  Dated as of November 8, 2004

     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)  CITICORP USA, INC. ("CUSA"), 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:

                            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 CUSA, in its  capacity  as
     administrative agent hereunder, or any successor thereto  as
     provided herein.

          "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 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 such Borrower:

            Applicable Facility Fee Rate
            ----------------------------
 Applicable Rating Level        Percentage (%)
 ----------------------         -------------
Level I                           0.125
Level II                          0.150
Level III                         0.175
Level IV                          0.200
Level V                           0.250
Level VI                          0.400

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

         Level I    0.375        0.125           0.000     0.125

         Level II   0.475        0.125           0.000     0.125

         Level III  0.575        0.125           0.000     0.125

         Level IV   0.800        0.125           0.000     0.125

         Level V    1.000        0.125           0.000     0.125

         Level VI   1.225        0.125           0.225     0.125


     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     S&P Reference
            Level        Rating            Moody's Reference Rating
          ----------  --------------       ------------------------
          Level I     A- or higher   or    A3 or higher
          Level II    BBB+           or    Baa1
          Level III   BBB            or    Baa2
          Level IV    BBB-           and   Baa3
          Level V     BBB-           or    Baa3
          Level VI   BB+ or lower
                     (or unrated)    and   Ba1 or lower (or unrated)

"Level  I"  applies on any day on which the S&P Reference  Rating
for  such  Borrower  is  A- or higher or  the  Moody's  Reference
Rating for such Borrower is A3 or higher.

"Level  II"  applies on any day on which (i)  the  S&P  Reference
Rating  for  such  Borrower  is BBB+ or  higher  or  the  Moody's
Reference  Rating for such Borrower is Baa1 or  higher  and  (ii)
Level I does not apply.

"Level  III"  applies on any day on which (i) the  S&P  Reference
Rating  for  such  Borrower  is BBB  or  higher  or  the  Moody's
Reference  Rating for such Borrower is Baa2 or  higher  and  (ii)
neither Level I or Level II applies.

"Level  IV" applies on any day on which the S&P Reference  Rating
for  such  Borrower is BBB- and the Moody's Reference Rating  for
such Borrower is Baa3.

"Level  V"  applies  on any day on which (i)  the  S&P  Reference
Rating  for  such  Borrower  is BBB- or  higher  or  the  Moody's
Reference  Rating for such Borrower is Baa3 or  higher  and  (ii)
none of Levels I, II, III or IV applies.

"Level  VI"  applies on any day on which (i)  the  S&P  Reference
Rating  for  such  Borrower  is BB+  or  lower  and  the  Moody's
Reference Rating for such Borrower is Ba1 or lower and (ii)  none
of Levels I, II, III, IV or V applies.

In  the event that the Reference Ratings do not correspond to the
same  Applicable Rating Level, then, (i) if the  higher  of  such
Reference Ratings corresponds to Levels I, II, III or V  and  (A)
the  Reference  Ratings  differ by only  one  rating  level,  the
Applicable  Rating Level that corresponds to the higher  of  such
Reference  Ratings  shall apply, and (B)  the  Reference  Ratings
differ  by  more  than  one rating level, the  Applicable  Rating
Level  that  is one level below the Applicable Rating Level  that
corresponds to the higher of such Reference Ratings shall  apply,
and  (ii) if the Reference Ratings differ by more than one rating
level  and  the  lower of such Reference Ratings  corresponds  to
Level  VI,  the Applicable Rating Level that corresponds  to  the
lower  of  such  Reference Ratings shall apply.   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.

           "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  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
     higher 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 (or its banking
          Affiliate's) base rate; and

               (b)  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 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 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  (or
     its banking Affiliate's) base rate or the Federal Funds Rate
     shall  be effective on the effective date of such change  in
     the  Administrative Agent's base rate or the  Federal  Funds
     Rate.

          "Base  Rate  Advance" means an 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,
     $200,000,000,  (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 borrowing consisting of one or more
     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 Borrowing may be referred to herein as being
     a "Type" of Borrowing, corresponding to the Type of Advances
     comprising  such Borrowing.  For purposes of this Agreement,
     all  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 Borrowing hereunder until repaid.

          "Borrowing Limit" means, for any Borrower on any  date,
     the  short-term  debt  borrowing  limit  prescribed  by  the
     Securities and Exchange Commission and, in the case of PSNH,
     the  New Hampshire Utilities Commission, applicable to  such
     Borrower on such date.

          "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 (i) 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
     (A)  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
     (B)  obtain the power (whether or not exercised) to elect  a
     majority of NU's directors or (ii) 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"  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 Schedule  I
     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  or increased from time to time pursuant to  Section
     2.03 hereof.  "Commitments" shall refer to the aggregate  of
     the Lenders' Commitments hereunder.

          "Commitment Increase" has the meaning given  such  term
     in Section 2.03(b).

          "Commitment Increase Approvals" means, with respect  to
     any  Increasing  Borrower,  any  governmental  approval   or
     resolution  of  the  board of directors of  such  Increasing
     Borrower that has not been obtained by or on behalf  of  the
     Increasing Borrower and is not in full force and  effect  on
     the  date  hereof, which governmental approval or resolution
     is  required  to  be  obtained  in  order  to  authorize   a
     Commitment  Increase applicable to such Increasing  Borrower
     and  the  performance  by  the Increasing  Borrower  of  its
     obligations under this Agreement after giving effect to such
     Commitment Increase.

          "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 such 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 such 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 such Borrower's and/or its Subsidiaries' consolidated net
               income for such period;

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

          (vi) increased, in the case of Yankee, by the amount of any write-
               off associated with the unbilled revenue analysis conducted in
               the third Fiscal Quarter of 2003.

          "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.

          "CUSA"  has  the meaning assigned to that term  in  the
     caption to 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
     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, (i) for any Borrower,  as
     applicable: (A) such Borrower's Annual Report on  Form  10-K
     for  the  fiscal  year  ended  December  31,  2003  (B)  its
     Quarterly Reports on Form 10-Q for the fiscal quarters ended
     March  31  and  June  30,  2004;  and  (C)  the  Information
     Memorandum;  (ii)  for  CL&P, additionally,  CL&P's  Current
     Reports  on  Form 8-K filed on January 22,  2004,  June  15,
     2004, June 24, 2004, August 19, 2004 and September 17, 2004;
     (iii) for PSNH, additionally, PSNH's Current Reports on Form
     8-K  filed  June 15, 2004, July 14, 2004 and July 22,  2004;
     and (iv) for WMECO, additionally, WMECO's Current Reports on
     Form 8-K filed on June 15, 2004 and September 23, 2004.

          "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,  each  Borrower  (each   such
     approval  not  to  be  unreasonably  withheld  or  delayed);
     provided   that  notwithstanding  the  foregoing,  "Eligible
     Assignee" shall not include any Borrower or any Affiliate or
     Subsidiary of any Borrower.

          "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 an 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 10, 2003, among CL&P, WMECO, PSNH and Yankee,
     as  borrowers, the lenders party thereto and Citibank, N.A.,
     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  6,  2004 among Barclays Capital PLC, Barclays  Bank
     PLC,  Union  Bank  of  California,  N.A.,  Citigroup  Global
     Markets  Inc., CUSA, J.P. Morgan Securities Inc.,  Northeast
     Utilities and the Borrowers.

          "FERC" means the Federal Energy Regulatory Commission.

          "Financial Statements" means (i) with respect to  CL&P,
     (A)  the  audited consolidated balance sheet of CL&P  as  at
     December  31,  2003, (B) the unaudited consolidated  balance
     sheet  of  CL&P  as  at  June  30,  2004,  (C)  the  audited
     consolidated statements of income and cash flows of CL&P for
     the  Fiscal  Year  ended  December  31,  2003  and  (D)  the
     unaudited  consolidated statements of income and cash  flows
     of CL&P  for the 6-month period ended June 30, 2004, in each
     case  as  included in CL&P's Annual Report on Form 10-K  for
     the  Fiscal Year ended December 31, 2003 or Quarterly Report
     on  Form  10-Q for the Fiscal Quarter ended June  30,  2004,
     (ii),  with respect to WMECO, (A) the audited balance  sheet
     of  WMECO as at December 31, 2003, (B) the unaudited balance
     sheet  of  WMECO  as  at  June 30,  2004,  (C)  the  audited
     statements of income and cash flows of WMECO for the  Fiscal
     Year   ended  December  31,  2003  and  (D)  the   unaudited
     statements of income and cash flows of WMECO for the 6-month
     period  ended  June 30, 2004, in each case  as  included  in
     WMECO's Annual Report on Form 10-K for the Fiscal Year ended
     December 31, 2003 or Quarterly Report on Form 10-Q  for  the
     Fiscal  Quarter ended June 30, 2004, (iii), with respect  to
     Yankee,  (A)  the  audited balance sheet  of  Yankee  as  at
     December 31, 2003, (B) the unaudited balance sheet of Yankee
     as at June 30, 2004 (C) the audited statements of income and
     cash flows of Yankee for the Fiscal Year ended December  31,
     2003  and  (D) the unaudited statements of income  and  cash
     flows  of Yankee for the 6-month period ended June 30, 2004,
     and (iv), with respect to PSNH, (A) the audited consolidated
     balance  sheet  of  PSNH as at December 31,  2003,  (B)  the
     unaudited consolidated balance sheet of PSNH as at June  30,
     2004, (C) the audited consolidated statements of income  and
     cash  flows  of PSNH for the Fiscal Year ended December  31,
     2003,  and  (D)  the  unaudited consolidated  statements  of
     income  and cash flows of PSNH for the 6-month period  ended
     June  30,  2004, in each case as included in  PSNH's  Annual
     Report  on Form 10-K for the Fiscal Year ended December  31,
     2003 or Quarterly Report on Form 10-Q for the Fiscal Quarter
     ended June 30, 2004.

          "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 Deutsche Bank Trust  Company
     Americas,  as successor 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 Bank of New York, as successor
     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
     Wachovia  Bank, National Association, 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, 2004, 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 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 Advances
     made  by  such  Lender  to such Borrower,  as  such  may  be
     amended,  supplemented or otherwise modified  from  time  to
     time.

          "Notice of 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, N.A., Fleet  National
     Bank and the Toronto Dominion (Texas) LLC 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 ratings 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 ratings 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 long-term corporate/issuer ratings as
               maintained by S&P and Moody's.

          "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.

          "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 (whether direct or indirect) of the  Parent  or
     by  the  Parent  and  one or more such 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   6,  2009,  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 $400,000,000, or  such  other
     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  "Advance"  when used  in  such  context  and
     (ii)  in  the  definition of "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   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 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 and Increase 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)  (i)  From time to time prior to the Termination Date, any
     Borrower  may increase the aggregate amount of its  Borrower
     Sublimit such that the Total Commitments are increased to no more
     than $500,000,000 (any such increase, a "Commitment Increase" and
     any  such Borrower, an "Increasing Borrower") by designating
     either one or more of the existing Lenders (each of which, in its
     sole discretion, may determine whether and to what degree to
     offer to participate in such Commitment Increase) or one or more
     other banks or other financial institutions reasonably acceptable
     to the Administrative Agent that at the time agree, in the case
     of any such bank or financial institution that is an existing
     Lender to increase its Commitment (an "Increasing Lender") and,
     in the case of any other such bank or financial institution (an
     "Additional Lender"), to become a party to this Agreement.  The
     sum of the increases in the Commitments of the Increasing Lenders
     pursuant to this subsection (b) plus the Commitments of  the
     Additional Lenders upon giving effect to the Commitment Increase
     shall not in the aggregate exceed the amount of the Commitment
     Increase.  Each Increasing Borrower shall provide prompt notice
     of any proposed Commitment Increase pursuant to this subsection
     (b) to the Administrative Agent, which shall promptly provide a
     copy of such notice to the Lenders.

          (ii) Any Commitment Increase shall become effective upon (A) the
     receipt by the Administrative Agent of (1) an agreement in form
     and substance satisfactory to the Administrative Agent signed by
     the  Increasing  Borrower, each Increasing Lender  and  each
     Additional Lender, setting forth the new Commitment of each such
     Lender,  the new Borrower Sublimit of the Borrower that  has
     requested  such  Commitment Increase and setting  forth  the
     agreement of each Additional Lender to become a party to this
     Agreement and to be bound by all the terms and provisions hereof
     binding upon each Lender, (2) certified copies of the Commitment
     Increase  Approvals  and such opinions of  counsel  for  the
     Increasing Borrower with respect to the Commitment Increase as
     the  Administrative Agent may reasonably request, and (3)  a
     certificate (the statements contained in which shall be true) of
     a duly authorized officer of the Increasing Borrower stating that
     both before and after giving effect to such Commitment Increase
     (x) no Unmatured Default or Event of Default has occurred and is
     continuing, (y) all representations and warranties made by the
     Borrower in this Agreement are true and correct in all material
     respects, and (z) all Commitment Increase Approvals have been
     obtained and are in full force and effect, and (B) the funding by
     each Increasing Lender and Additional Lender of the Advance(s) to
     be made by each such Lender described in paragraph (iii) below.

          (iii)     Upon the effective date of any Commitment Increase,
     each Increasing Lender and each Additional Lender shall provide
     funds to the Administrative Agent in the manner described in
     Section  3.03 in an amount equal to the product of  (x)  the
     aggregate principal amount of Advances outstanding hereunder,
     expressed as a percentage of the Total Commitment (calculated, in
     each case, immediately prior to such Commitment Increase) and (y)
     the amount of such Lender's Commitment Increase.  The funds so
     provided  by any Lender shall be deemed to be an Advance  or
     Advances  made by such Lender on the date of such Commitment
     Increase, with such Advance(s) being (A) in an amount equal to
     the product of (x) the aggregate outstanding principal amount of
     each Advance expressed as a percentage of the Total Commitment
     (calculated, in each case, immediately prior to such Commitment
     Increase) and (y) the amount of such Lender's Commitment Increase
     and  (B)  of  the same Type(s) and having the same  Interest
     Period(s) as each Advance described in the preceding clause (A),
     such that after giving effect to such Commitment Increase and the
     Advances(s) made on the date of such Commitment Increase, each
     Advance outstanding hereunder shall consist of Advances made by
     the Lenders ratably in accordance with their pro rata shares of
     the Total Commitment.

          (iv) Notwithstanding any provision contained herein to the
     contrary, from and after the date of any Commitment Increase and
     the making of any Advances on such date pursuant to paragraph
     (iii) above, all calculations and payments of interest on the
     Advance comprising any Advances shall take into account the
     actual Commitment of each Lender and the principal amount
     outstanding of each Advance made by such Lender during the
     relevant period of time.

     (c)  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
                            ADVANCES

     SECTION 3.01. Advances.

     (a)  More than one Borrowing may be made on the same Business
Day.   Each Borrowing shall consist of 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  Borrowing  shall  be  made  on   notice   in
substantially  the  form of Exhibit 3.01  hereto  (a  "Notice  of
Borrowing"), delivered by the Borrower requesting such  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
Borrowing,  the  Administrative Agent shall  notify  the  Lenders
thereof  promptly  on  the  day  so  received.   Each  Notice  of
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,  (iii) the Borrower Sublimit  applicable  to
such  Borrower  on the proposed date of such proposed  Borrowing,
(iv)  the aggregate amount of Advances to be outstanding to  such
Borrower  on  the  proposed date of such Borrowing  after  giving
effect  to  such  proposed  Borrowing and  (v)  if  the  relevant
Borrower  so  chooses, the term, expressed as a  number  of  days
(which  term  in  no event shall end later than  the  Termination
Date)   beyond  which  such  proposed  Borrowing   may   not   be
outstanding.   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 Advances.

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

          (i)  at no time shall more than twelve different Borrowings be
     outstanding to any one Borrower;

          (ii) each 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 Borrowings to be made to, or repaid or
     prepaid by, the relevant Borrower on such date; and

          (iii)  each 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 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.
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; Delivery of Notes.

     (a)   Each Borrower shall repay the principal amount of each
Advance  made to it no later than on the earlier of (i) the  last
day  of  the  term (if any) specified pursuant to clause  (v)  of
Section  3.01 in the Notice of Borrowing related to such  Advance
and (ii) the Termination Date.

     (b)  Any Lender may request that the Advances made by it to any
Borrower be evidenced by a 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 Note.  Thereafter, the Advances evidenced by
such Note and interest thereon shall at all times (including
after assignment pursuant to Section 10.07) be represented by one
or more 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, three or four 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 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 (A) on
     the last day of the Interest Period applicable thereto, (B) in the
     case of a Eurodollar Rate Advance with an Interest Period of more
     than three months' duration, on each day that would have been an
     Interest Payment Date for such Advance if successive Interest
     Periods of three months' duration had been applicable to such
     Advance, (C) on the date on which such Eurodollar Rate Advance is
     paid  in full and (D) 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
     2.0% per annum above the Applicable Rate for such Advance for
     such Interest Period, or, if higher, 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 (A) quarterly on the
     last day of each March, June, September and December, (B) on the
     date such Base Rate Advance shall be paid in full and (C) 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.

     (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 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 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 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 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
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 made  by such Lender hereunder, whereupon 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 banker's  lien,
set-off or counterclaim, 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, each Bank and the Administrative Agent.

          (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 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
          business, condition (financial or otherwise), operations,
          properties or prospects of such Borrower since June 30, 2004,
          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
     materialrespects, 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 LLP, 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 Advances.

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

     (a)  the following statements shall be true (and each of the
giving of the applicable Notice of 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 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 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)  All Governmental Approvals referred to in clause (i) of
the definition of "Governmental Approval" have been duly obtained or
made and are in full force and effect, 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", and such Governmental Approvals are in
full force and effect, 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.

     (e)  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).

     (f)  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, 2004, there has been no material adverse
change in the consolidated (or in the case of WMECO and Yankee,
unconsolidated) financial condition, business, 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.

     (g)  There is no pending or known threatened litigation,
investigation, 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 results of operations of such Borrower, except, for
purposes of this clause (ii) only, such as is described in such
Borrower's Disclosure Documents.

    (h)  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.

     (i)  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.

      (j)  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).

      (k)  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.

     (l)  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.  As of the date of this Agreement, 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.

     (m)  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.

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

     (o)  (i) The assets, at a fair valuation, of such Borrower
exceed  its  debts; (ii) such Borrower has not incurred and does not
intend to incur, and does not believe that it will incur, debts
beyond its ability to pay such debts as such debts mature; and
(iii) such Borrower will have sufficient capital with which to
conduct its business.  As used in this paragraph, "debt" means
any liability on a claim, and "claim" means (A) any right to
payment from such person, whether or not such a right is reduced
to judgment against such person, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal,
equitable, secured or unsecured or (B) any right to an equitable
remedy for breach of performance by such person if such breach
gives rise to a payment from such person, whether or not such
right to an equitable remedy is reduced to judgment against such
person, whether fixed, contingent, matured, unmatured, disputed,
undisputed, secured or unsecured.  The amount of unliquidated,
contingent, unmatured or disputed liabilities of any person at
any time shall be computed as the amount that, in the light of
all the facts and circumstances existing at such time, represents
the amount that can reasonably be expected to become an actual or
matured liability.

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

                           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(m) 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 15% 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(i) 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 such 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 c
     ompletion 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.  (i) 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
(ii) sell, transfer, convey, lease or otherwise dispose of all or
any substantial part of its assets, or permit its Subsidiaries to
do  so; 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 such Borrower may merge with or
          consolidate into (x) wholly-owned Subsidiaries of such
          Borrower so long as, in any such case, the wholly-owned
          Subsidiary is the survivor and (y) such Borrower so long
          as such Borrower is the survivor;

               (B)  such Borrower or any Subsidiary of such Borrower
          may merge with or consolidate into a Person that is not an
          Affiliate of such Borrower so long as (1) such Borrower or
          Subsidiary is the survivor of such merger or consolidation,
          (2) such Borrower demonstrates pro forma compliance with
          the financial covenants set forth in Section 7.03 hereof,
          and (3) such Borrower'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 such
          Borrower'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 or above
          the levels established immediately prior to the merger or
          consolidation;

               (C)  such Borrower 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 date hereof;

               (D)  CL&P, WMECO and PSNH may sell, lease, transfer,
          convey or otherwise dispose of transmission assets (1) to
          another Subsidiary of NU on such basis as permitted by the
          appropriate regulatory authorities or (2) to any Person on
          such basis as required by the appropriate regulatory
          authorities;

               (E)  Such Borrower may sell, lease, transfer, convey or
          otherwise dispose of assets by such Borrower to another
          Borrower orBorrowers; and

               (F)  Borrower may sell its 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).

For  purposes of this subsection (b), any sale of assets by  such
Person (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 15% of the total book value of the assets (net  of
Regulatory  Assets)  of  such Person, as reflected  in  the  most
recent  financial  statements of such  Person  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 15% of
the  total  gross revenue of such Person for the four  proceeding
fiscal  quarters,  as  reflected in  the  most  recent  financial
statements  of such Person 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 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.

     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: (i) in the case of each Borrower other than
     Yankee, 2.00:1:00, and (ii) in the case of Yankee, 1.75:1:00.

     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(g) 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 Borrowing Limit of such
     Borrower, notice of the new Borrowing Limit applicable to such
     Borrower; and

          (xi) promptly after requested, such other information
    respecting the financial condition, operations, properties or
    prospects of such Borrower or its Subsidiaries as the Administrative
    Agent, orthe 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 $50,000,000 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 $50,000,000 (or aggregating more than $50,000,000 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 30 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. CUSA and Affiliates.

     With respect to its Commitment and the Advances made by  it,
CUSA  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
CUSA  in  its  individual capacity.  CUSA 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 CUSA 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) 665-5058;

          (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, 388 Greenwich Street, 21st
               Floor, New York, New York 10013, Attention: Robert
               J. Harrity, Jr., Managing Director, facsimile
               number: (212) 816-8098;

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 each Joint
Lead  Arranger,  each  Co-Syndication  Agent,  the  Documentation
Agent,  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 settlement costs and 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 6, 2004 among the
Borrowers, Citigroup Global Markets Inc., CUSA and J.P. Morgan
Securities 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 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
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.

     Notwithstanding the foregoing, each party hereto  (and  each
officer, director, employee, representative, agent and advisor of
each  party hereto) may disclose to any and all persons,  without
limitation  of any kind, the "tax treatment" and "tax  structure"
(in  each case within the meaning of Treasury Regulation  Section
1.6011-4)  of the transactions contemplated by the Loan Documents
and  all  materials of any kind (including opinions or other  tax
analyses) that are provided to such person relating to such  "tax
treatment"  and  "tax structure".  The foregoing is  intended  to
comply  with  the  presumption set forth in  Treasury  Regulation
Section 1.6011-4(b)(3)(iii) and should be interpreted in a manner
consistent with such regulation.

     SECTION 10.09.     Electronic Communications.

     (a)  Each Borrower hereby agrees that it will provide to the
Administrative  Agent  all  information,  documents   and   other
materials  that  it is obligated to furnish to the Administrative
Agent    pursuant    to    Section   7.04   (collectively,    the
"Communications"),  by  transmitting  the  Communications  in  an
electronic/soft   medium   in  a   format   acceptable   to   the
Administrative Agent to oploanswebadmin@citigroup.com  or  faxing
the  Communications to 212-994-0848.  In addition, each  Borrower
agrees   to  continue  to  provide  the  Communications  to   the
Administrative  Agent in the manner otherwise specified  in  this
Agreement, but only to the extent requested by the Administrative
Agent.

      (b)  Each Borrower further agrees that the Administrative Agent
may make the Communications available to the Lenders by posting
the Communications on Intralinks, Fixed Income Direct or a
substantially similar electronic transmission systems (the
"Platform").  Each Borrower acknowledges that the distribution of
material through an electronic medium is not necessarily secure
and that there are confidentiality and other risks associated
with such distribution.

     (c)  THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE".  THE
AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR
COMPLETENESS OF THE COMMUNICATIONS,  OR THE ADEQUACY OF THE
PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS
IN THE COMMUNICATIONS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED
OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-
INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR
OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION
WITH THE COMMUNICATIONS OR THE PLATFORM.  IN NO EVENT SHALL THE
ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR
REPRESENTATIVES (COLLECTIVELY, "AGENT PARTIES") HAVE ANY
LIABILITY TO ANY BORROWER, ANY LENDER OR ANY OTHER PERSON OR
ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION,
DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE)
ARISING OUT OF ANY BORROWER'S OR THE ADMINISTRATIVE AGENT'S
TRANSMISSION OF THE COMMUNICATIONS THROUGH THE PLATFORM, EXCEPT
TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A
FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT
JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY'S
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

     (d)  The Administrative Agent agrees that the receipt of the
Communications by the Administrative Agent at its e-mail address
set forth above shall constitute effective delivery of the
Communications to the Administrative Agent for purposes of the
Loan Documents.  Each Lender agrees that notice to it (as
provided in the next sentence) specifying that the Communications
have been posted to the Platform shall constitute effective
delivery of the Communications to such Lender for purposes of the
Loan Documents.  Each Lender agrees to notify the Administrative
Agent in writing (including by electronic communication) from
time to time of such Lender's e-mail address to which the
foregoing notice may be sent by electronic transmission and that
the foregoing notice may be sent to such e-mail address.

     (e)  Nothing herein shall prejudice the right of the
Administrative Agent or any Lender to give any notice or other
communication pursuant to any Loan Document in any other manner
specified in such Loan Document.

     SECTION 10.10.     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 10.11.     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 10.12.     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 10.13.     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.



                   [SIGNATURE PAGES TO FOLLOW]

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
                                                              S-2

                              CITICORP USA, INC., as
                              Administrative Agent and as a Bank



                              By /s/ Robert J. Harrity, Jr.
                                 Name: Robert J. Harrity, Jr.
                                 Title:  Managing Director

                                                              S-3

                              JPMORGAN CHASE BANK, as a Bank



                              By /s/ Thomas Casey
                                 Name: Thomas Casey
                                 Title:   Vice President
                                                              S-4

                              BARCLAYS BANK PLC, as a Bank



                              By /s/ Sydney G. Dennis
                                 Name: Sydney G. Dennis
                                 Title: Director
                                                              S-5

                              CITIZENS BANK, as a Bank



                              By /s/ Michael Ouellet
                                 Name: Michael Ouellet
                                 Title:   Vice President
                                                              S-6

                              FLEET NATIONAL BANK, as a Bank



                              By /s/ Richard D. Hill, Jr.
                                 Name: Richard D. Hill, Jr.
                                 Title:  Managing Director
                                                              S-7

                              KEY BANK NATIONAL ASSOCIATION



                              By /s/ Lawrence A. Mack
                                 Name: Lawrence A. Mack
                                 Title:   Senior Vice President

                                                              S-9

                              MELLON BANK, N.A. , as a Bank



                              By /s/ Roger E. Howard
                                 Name: Roger E. Howard
                                 Title:   Vice President
                                                             S-11

                              SOVEREIGN BANK, as a Bank



                              By /s/ Robert D. Lanigan
                                 Name:  Robert D. Lanigan
                                 Title:  Senior Vice President

                                                             S-11

                              MORGAN STANLEY BANK



                              By /s/ Daniel Twenge
                                 Name: Daniel Twenge
                                 Title: Morgan Stanley Bank

                                                             S-12

                              TORONTO DOMINION (TEXAS) LLC, as  a
                              Bank



                              By  /s/ Neva Nesbitt
                                  Name: Neva Nesbitt
                                  Title:  Authorized Agent

                                                             S-13

                              UNION BANK OF CALIFORNIA, N.A., as
                              a Bank



                              By /s/ Dennis G. Blank
                                 Name: Dennis G. Blank
                                 Title:   Vice President

                                                             S-14

                              WACHOVIA BANK, NATIONAL
                              ASSOCIATION, as a Bank



                              By  /s/ Rotcher Watkins
                                  Name: Rotcher Watkins
                                  Title: Managing Director
                                                              S-3

                              THE BANK OF NEW YORK, as a Bank



                                By  /s/ Peter W. Keller
                                    Name: Peter W. Keller
                                    Title:  Vice President


</TEXT>
</DOCUMENT>
