U.S. $225,000,000 CREDIT AGREEMENT Dated as of April 13, 1995 Among NEW ENGLAND ENERGY INCORPORATED as Borrower THE BANKS NAMED HEREIN and CREDIT SUISSE as Administrative Agent and Arranger _________________________________________________

EXHIBIT(10)(e)(v)

CONFORMED COPY
______________________________________________________________

U.S. $225,000,000

CREDIT AGREEMENT
Dated as of April 13, 1995

Among

NEW ENGLAND ENERGY INCORPORATED
as Borrower

THE BANKS NAMED HEREIN

and

CREDIT SUISSE
as Administrative Agent and Arranger

_________________________________________________

NEW ENGLAND ENERGY INCORPORATED, a Massachusetts
corporation (the "Borrower"), the Banks (as hereinafter
defined) and CREDIT SUISSE ("Credit Suisse"), as
administrative agent and arranger (the "Agent") for the Banks
hereunder, agree as follows:

PRELIMINARY STATEMENT

The Borrower has requested the Banks to provide to the
Borrower a committed reducing revolving credit facility in the
maximum principal amount of $225,000,000, to be advanced by, and
repaid to, the Banks ratably in accordance with their respective
commitments. In addition, the Borrower has requested the Agent
to establish, and the Banks to participate in, a program whereby
the Borrower could solicit, on a competitive bid basis,
non-ratable advances from the Banks aggregating all or part of
the unused portion of the committed facility. The Borrower has
arranged for advances to benefit from the Borrower's financial
arrangements with either New England Power Company ("NEP") or New
England Electric System ("▇▇▇▇"). The Banks and the Agent are
agreeable to the Borrower's requests on the terms and conditions
set forth herein.

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 equally applicable to both the singular and plural
forms of the terms defined):

"Acknowledgments" means the NEP Acknowledgment and the
▇▇▇▇ Acknowledgment.

"Advance" means a Committed Advance or a Competitive
Advance.

"Alternate Base Rate" means, for any Interest Period or
any other 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 base commercial lending rate announced from time to
time by Credit Suisse, New York Branch; and

(b) the rate quoted by Credit Suisse, New York Branch, at
approximately 11:00 a.m. New York City time, to dealers
in the New York Federal Funds Market for the overnight
offering of dollars by Credit Suisse, New York Branch,
for deposit, plus one-half of one percent (1/2%).

Each change in the Alternate Base Rate shall take effect
simultaneously with any change in such base rate or quoted
rate (as the case may be).

"Amortization Date" means the anniversary of the Closing
Date occurring in each year, commencing with the first
anniversary date (being the initial Amortization Date) and
ending on the anniversary date occurring in 2002 or, if the
Termination Date shall have been extended in accordance with
Section 2.18 hereof, the anniversary date occurring in 2003
(being the final Amortization Date).

"Ancillary Agreements" means the Fuel Purchase Contract,
the Capital Funds Agreement, the Capital Maintenance
Agreement and the Loan Agreement.

"Applicable Lending Office" means, with respect to each
Bank, such Bank's Domestic Lending Office in the case of a
Base Rate Advance and such Bank's Eurodollar Lending Office
in the case of a Eurodollar Rate Advance and, in the case of
a Competitive Advance, the office of such Bank notified by
such Bank to the Agent as its Applicable Lending Office with
respect to such Competitive Advance.

"Applicable Eurodollar Margin" means, on any day and for
any Eurodollar Rate Advance, the respective interest rate per
annum specified below under the column corresponding to the
lowest rating assigned by ▇▇▇▇▇'▇ or S&P (i) to the senior
secured long-term public debt of NEP or (ii) if the CMA
Conversion Date has occurred and ▇▇▇▇ has issued senior long-
term debt, to such debt:

S & P AA+ or AA or higher A or BBB or BBB- or
higher higher higher lower

▇▇▇▇▇'▇ Aa1 or Aa2 or higher A2 or Baa2 or Baa3 or
higher higher higher lower

13% 17% .235% .285% .375%

"Applicable Rate" means:

(i) for each Base Rate Advance, the Alternate Base
Rate;

(ii) for each Eurodollar Rate Advance, the sum of
the Eurodollar Rate for such Advance plus the

Applicable Eurodollar Margin; and

(iii) for each Competitive Advance, the rate of
interest specified therefor by the Bank making
such Competitive Advance in its notice with
respect thereto delivered pursuant to Section
2.03(ii) hereof.

Each change in the Applicable Rate shall take effect
simultaneously with the corresponding change in the
Alternate Base Rate (in the case of a Base Rate Advance) and
in the Applicable Eurodollar Margin (in the case of all
Eurodollar Rate Advances).

"Banks" means the Banks listed on the signature pages
hereof and each Person that shall become a party hereto
pursuant to Section 8.07.

"Bank Assignment" means an assignment and acceptance
entered into by an assigning Bank and an assignee Bank, and
accepted by the Agent, in accordance with Section 8.07 and
in substantially the form of Exhibit 8.07 hereto.

"Base Rate Advance" means a Committed Advance which, in
accordance with Article II hereof, is selected by the
Borrower to bear interest, or otherwise is provided to bear
interest, computed by reference to the Alternate Base Rate.

"Borrowing" means a Committed Borrowing or a
Competitive Borrowing.

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

"Capital Funds Agreement" means that certain Capital
Funds Agreement dated November 1, 1974, between the Borrower
and ▇▇▇▇, as amended by Amendment No. 1 thereto dated as of
July 1, 1976, Amendment No. 2 thereto dated as of July 26,
1979, Amendment No. 3 thereto dated as of August 26, 1981,
Amendment No. 4 thereto dated as of March 26, 1985,
Amendment No. 5 thereto dated as of April 28, 1989,
Amendment No. 6 thereto dated as of June 1, 1990, and
Amendment No. 7 thereto in substantially the form of Exhibit
1.01A hereto.

"Capital Maintenance Agreement" means that certain
Capital Maintenance Agreement dated as of November 15, 1985,

between the Borrower and ▇▇▇▇, as amended by Amendment No. 1
thereto dated as of April 28, 1989, and Amendment No. 2
thereto in substantially the form of Exhibit 1.01B hereto.

"Closing Date" means the date upon which each of the
conditions precedent enumerated in Section 3.01 have been
fulfilled to the satisfaction of the Agent.

"CMA Advances" means CMA Committed Advances and CMA
Competitive Advances.

"CMA Assignment" means an Assignment of the Capital
Maintenance Agreement in substantially the form of Exhibit
1.01C hereto.

"CMA Borrowing Base" means, as of any date, an amount
equal to the least of:

(i) $225,000,000, less an amount equal to the
aggregate of all reductions of the principal amounts
due under the CMA Committed Notes and the CMA
Competitive Notes as a result of payments made to the
Agent by ▇▇▇▇ pursuant to Sections 1(a) or (b) of the
Capital Maintenance Agreement;

(ii) the Commitment on such date; and

(iii) 100% of CMA Recapturable Costs.

"CMA Borrowings" means the CMA Committed Borrowings and
the CMA Competitive Borrowings.

"CMA Committed Advance" means an advance by a Bank to
the Borrower made on or after the CMA Conversion Date as
part of a CMA Committed Borrowing (including each FPC
Committed Advance which is converted to a CMA Committed
Advance in accordance with Section 2.16), and refers to a
Base Rate Advance or a Eurodollar Rate Advance, each of
which shall be a "Type" of CMA Committed Advance. The Type
of CMA Committed Advance may change from time to time as and
when such Advance is Converted. For purposes of this
Agreement, all CMA Committed Advances of a Bank (or portions
thereof) made of, or Converted into, the same Type and
Interest Period on the same day shall be deemed to be a
single Advance by such Bank until repaid or next Converted.

"CMA Committed Borrowing" means a borrowing consisting
of CMA Committed Advances of the same Type and Interest
Period and made or Converted by each of the Banks on the
same day,

ratably in accordance with each such Bank's Percentage of
the Commitment. For purposes of this Agreement, all CMA
Committed Advances made of, or Converted into, the same Type
and Interest Period on the same day shall be deemed a single
CMA Committed Borrowing hereunder until repaid or next
Converted.

"CMA Competitive Advance" means an advance by a Bank to
the Borrower made on or after the CMA Conversion Date as
part of a CMA Competitive Borrowing resulting from the
competitive bidding procedure described in Section 2.03 and,
each FPC Competitive Advance which is converted to a CMA
Competitive Advance in accordance with Section 2.16.

"CMA Competitive Borrowing" means a borrowing
consisting of CMA Competitive Advances made on the same day
by each of the Banks whose offer to make one or more CMA
Competitive Advances as part of such Borrowing has been
accepted by the Borrower under the auction bidding procedure
described in Section 2.03.

"CMA Competitive Note" means a promissory note of the
Borrower payable to the order of a Bank, in substantially
the form of Exhibit A-2-CMA hereto, evidencing the
indebtedness of the Borrower to such Bank resulting from CMA
Competitive Advances made by such Bank.

"CMA Conversion Date" means the date upon which the
Fuel Purchase Contract is terminated and all outstanding FPC
Committed Advances are converted to CMA Committed Advances
in accordance with Section 2.16.

"CMA Recapturable Costs" means, as of any date, the sum
of (a) capitalized costs of Hydrocarbon Properties as
reflected on the most recent balance sheet of the Borrower,
less (b) accumulated amortization of such Hydrocarbon
Properties, each as reflected in the most recent Rule 24
Report delivered by the Borrower pursuant to Section 5.03(d)
hereof or certificate delivered pursuant to Section 3.02(b)
hereof. All capitalized costs included in the determination
of CMA Recapturable Costs shall, in any case, include
adjustments resulting from the application of the cost
center ceiling test pursuant to the rules of the SEC
applicable to oil and gas producing companies using the full
cost method, as such rules are in effect on the date hereof.

"Collateral" means all property which is subject or is
to become subject to the security interest granted by any of
the Collateral Assignments.

"Collateral Assignments" means the ▇▇▇▇ Assignment, the
NEP Assignment and the CMA Assignment.

"Commitment" means the sum of $225,000,000, as such sum
may be reduced or terminated from time to time in accordance
with Section 2.06, 2.18 or Article VI hereof.

"Commitment Reduction Amount" means an amount equal on
each day to the aggregate outstanding principal amount of
all Competitive Advances on such day (after giving effect to
any prepayments, repayments and Borrowings to be made on
such day).

"Committed Advances" means FPC Committed Advances and
CMA Committed Advances.

"Committed Borrowings" means FPC Committed Borrowings
and CMA Committed Borrowings.

"Committed Note" means a promissory note of the
Borrower payable to the order of any Bank, in substantially
the form of Exhibit A-1 hereto, evidencing the aggregate
indebtedness of the Borrower to such Bank resulting from the
Committed Advances made by such Bank.

"Competitive Advances" means FPC Competitive Advances
and CMA Competitive Advances.

"Competitive Borrowings" means FPC Competitive
Borrowings and CMA Competitive Borrowings.

"Conversion", "Convert", or "Converted" each refers to
a conversion of Committed Advances pursuant to
Section 2.02(b), including but not limited to any selection
of a longer or shorter Interest Period to be applicable to
such Advances.

"Domestic Lending Office" means, with respect to any
Bank, the office or affiliate of such Bank specified as its
"Domestic Lending Office" opposite its name on Schedule I
hereto or such other office or affiliate of such Bank as
such Bank may from time to time specify to the Borrower and
the Agent.

"Domestic Reserve Percentage" means, on any day and for
all Advances comprising part of the same Borrowing, the
reserve percentage applicable on such day under 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, but not limited
to,

any emergency, supplemental or other marginal reserve
requirement) for a member bank of the Federal Reserve System
in New York City with deposits exceeding one billion dollars
with respect to liabilities consisting of or including
(among other liabilities) U.S. dollar nonpersonal time
deposits in the United States with a maturity equal to the
maturity of such Advance.

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

"ERISA Affiliate" of a person or entity means any trade
or business (whether or not incorporated) which is a member
of a group of which such person or entity is a member and
which is under common control with such person or entity
within the meaning of Section 414 of the Internal Revenue
Code of 1986, as amended from time to time, and the
regulations promulgated and rulings issued thereunder.

"ERISA Plan" means an employee benefit plan, other than
a Multiemployer Plan, maintained for employees of any person
or entity or any ERISA Affiliate of such person or entity
and subject to Title IV of ERISA.

"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 Lending Office" means, with respect to any
Bank, the office or affiliate of such Bank specified as its
"Eurodollar Lending Office" opposite its name on Schedule I
hereto (or, if no such office is specified, its Domestic
Lending Office) or such other office or affiliate of such
Bank as such Bank may from time to time specify to the
Borrower and the Agent.

"Eurodollar Rate" means, for the Interest Period for
each Eurodollar Rate Advance comprising part of the same
Committed Borrowing, an interest rate per annum equal to the
average (rounded upward, if necessary, to the next higher of
1/16 of 1% per annum) of the respective rates per annum at
which deposits in U.S. dollars are offered to the Reference
Banks in the London interbank market at approximately 11:00
A.M. (London time) two Business Days before the first day of
such Interest Period in an amount approximately equal to the
principal amount of such Reference Bank's Eurodollar Rate
Advance comprising part of such Committed Borrowing and for
a period of time comparable to such Interest Period. The
Eurodollar Rate for the Interest Period for each Eurodollar

Rate Advance comprising part of the same Committed Borrowing
shall be determined by the Agent on the basis of applicable
rates furnished to and received by the Agent from the
Reference Banks two Business Days before the first day of
such Interest Period, subject, however, to the provisions of
Section 2.10.

"Eurodollar Rate Advance" means a Committed Advance
which, in accordance with Article II hereof, is selected by
the Borrower to bear interest computed by reference to the
Eurodollar Rate.

"Eurodollar Rate Reserve Percentage" of any Bank for
the Interest Period for any 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 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) for such Bank with respect to liabilities or
assets consisting of or including Eurocurrency Liabilities
having a term equal to such Interest Period.

"Events of Default" has the meaning specified in
Section 6.01.

"Existing Agreement" means the $400,000,000 Credit
Agreement dated as of April 28, 1989, among the Borrower,
certain banks parties thereto and Citibank, N.A., as agent.

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

"FERC Settlement" means the settlement dated June 3,
1988 as approved by order of the Federal Energy Regulatory
Commission on September 20, 1988 (Docket Nos. ER86-687-001
and ER86-688-001).

"FPC Advances" means FPC Committed Advances and FPC
Competitive Advances.

"FPC Borrowing Base" means, as of any date, an amount
equal to the lesser of:

(i) the Commitment on such date; or

(ii) 100% of FPC Recapturable Costs.

"FPC Borrowings" means the FPC Committed Borrowings
and the FPC Competitive Borrowings.

"FPC Committed Advance" means an advance by a Bank to
the Borrower made prior to the CMA Conversion Date as part
of a FPC Committed Borrowing and refers to a Base Rate
Advance or a Eurodollar Rate Advance, each of which shall be
a "Type" of FPC Committed Advance. The Type of FPC
Committed Advance may change from time to time as and when
such Advance is Converted. For purposes of this Agreement,
all FPC Committed Advances of a Bank (or portions thereof)
made of, or Converted into, the same Type and Interest
Period on the same day shall be deemed to be a single
Advance by such Bank until repaid or next Converted.

"FPC Committed Borrowing" means a borrowing consisting
of FPC Committed Advances of the same Type and Interest
Period and made or Converted by each of the Banks on the
same day, ratably in accordance with each such Bank's
Percentage of the Commitment. For purposes of this
Agreement, all FPC Committed Advances made of, or Converted
into, the same Type and Interest Period on the same day
shall be deemed a single FPC Committed Borrowing hereunder
until repaid or next Converted.

"FPC Competitive Advance" means an advance by a Bank to
the Borrower made prior to the CMA Conversion Date as part
of a FPC Competitive Borrowing resulting from the
competitive bidding procedure described in Section 2.03.

"FPC Competitive Borrowing" means a borrowing
consisting of FPC Competitive Advances made on the same day
by each of the Banks whose offer to make one or more FPC
Competitive Advances as part of such borrowing has been
accepted by the Borrower under the auction bidding procedure
described in Section 2.03.

"FPC Competitive Note" means a promissory note of the
Borrower payable to the order of a Bank, in substantially
the form of Exhibit A-2-FPC hereto, evidencing the
indebtedness of the Borrower to such Bank resulting from FPC
Competitive Advances made by such Bank.

"FPC Recapturable Costs" means, as of any date the sum
of (a) the cost of fuel reserves subject to sale under the
Fuel Purchase Contract (including exploration, development
and other costs and cost of capital), plus (b) work in
process relating thereto, less (c) accumulated amortization
of such reserves, each as reflected in the most recent Rule
24 Report delivered pursuant to Section 5.03(d) hereof or
certificate delivered pursuant to Section 3.02(b) hereof.

"Fuel Purchase Contract" means that certain Fuel
Purchase Contract dated July 26, 1979, between the Borrower
and NEP, as amended by Amendment No. 1 thereto dated as of
August 26, 1981, Amendment No. 2 thereto dated as of March
26, 1985, Amendment No. 3 thereto dated effective as of
January 1, 1984, Amendment No. 4 thereto dated as of April
28, 1989, and Amendment No. 5 thereto in substantially the
form of Exhibit 1.01D hereto.

"Funding Losses" means, with respect to any Competitive
Advance or Eurodollar Rate Advance being prepaid or repaid,
in whole or in part, prior to the last day of its Interest
Period, an amount calculated on the basis of the difference
between the Applicable Rate in effect for such Advance and
the Applicable Rate that would apply to a Competitive
Advance or a Eurodollar Rate Advance (in the case of a
prepaid or repaid Competitive Advance or Eurodollar Rate
Advance) in each case in an amount equivalent to the
principal amount prepaid or repaid (and, if a partial
prepayment or repayment, computed separately for an amount
equivalent to the remaining unpaid principal amount of the
Advance), as determined in good faith by the Bank which made
such Advance, for the remainder of such Interest Period. A
certificate of such Bank, sent to the Agent and the
Borrower, setting forth such amount and the calculation
thereof shall, in the absence of manifest error, be
conclusive and binding on all parties.

"Hydrocarbon Properties" means the interests (either
direct or indirect) of the Borrower in Hydrocarbons prior to
severance.

"Hydrocarbon Property Venture" means any Person through
which the Borrower has any interest in Hydrocarbon
Properties, including, without limitation, Samedan-NEEI,

provided that nojoint operating agreement or similar
agreement governing operations of Hydrocarbon Properties
shall be deemed to create a Hydrocarbon Property Venture.

"Hydrocarbons" means oil, gas and other liquid or
gaseous hydrocarbons, other than Inventoried Fuel, and shall
not include coal, lignite and other solid carbonaceous fuels
or liquid or gaseous hydrocarbons produced therefrom.

"Indebtedness" means (i) all indebtedness or other
obligations of the Borrower, NEP or ▇▇▇▇, as the case may
be, for borrowed money or for the deferred purchase price of
property or services, (ii) all indebtedness or other
obligations of any other Person for borrowed money or for
the deferred purchase price of property or services the
payment or collection of which the Borrower, NEP or ▇▇▇▇, as
the case may be, has guaranteed (except by reason of
endorsement for collection in the ordinary course of
business) or in respect of which the Borrower, NEP or ▇▇▇▇,
as the case may be, is liable, contingently or otherwise,
including, without limitation, liable by way of agreement to
purchase, to provide funds for payment, to supply funds to
or otherwise to invest in such other Person, or otherwise to
assure a creditor against loss, (iii) all indebtedness or
other obligations of any other Person for borrowed money or
for the deferred purchase price of property or services
secured by (or for which the holder of such indebtedness or
obligations has an existing right, contingent or otherwise,
to be secured by) any mortgage, deed of trust, pledge, lien,
security interest or other charge or encumbrance upon or in
property (including, without limitation, accounts and
contract rights) owned by the Borrower, NEP or ▇▇▇▇, as the
case may be, whether or not the Borrower, NEP or ▇▇▇▇, as
the case may be, has assumed or become liable for the
payment of such indebtedness or obligations, (iv) all
indebtedness for borrowed money or for the deferred purchase
price of property in respect of which the Borrower is
liable, contingently or otherwise, as obligor, guarantor or
otherwise, or in respect of which the Borrower otherwise
assures a creditor against loss (including, without
limitation, financing of the type commonly known as
production payment financing), secured or supported by a
lien, charge or encumbrance on, or other interest in, any
Hydrocarbons or Hydrocarbon Properties (whether or not the
lender must look solely to such Hydrocarbons or Hydrocarbon
Properties for satisfaction of such indebtedness and whether
or not the lender may have recourse to the Borrower or any
of their other assets in respect of such indebtedness), (v)
obligations under "swaps", "caps", "floors", "collars" or
other interest rate hedging contracts or similar
arrangements, and (vi)

obligations under leases which have been or should be, in
accordance with generally accepted accounting principles,
recorded as capitalized leases on the books of the lessee in
respect of which the Borrower, NEP or ▇▇▇▇, as the case may
be, is liable, contingently or otherwise, as obligor,
guarantor or otherwise or in respect of which obligations
the Borrower, NEP or ▇▇▇▇, as the case may be, otherwise
assures a creditor against loss.

"Information Memorandum" means the Confidential
Information Memorandum dated February 1995, and the slide
presentation distributed by the Borrower at the bank meeting
on March 1, 1995.

"Interest Period" means, for each Advance, the period
from the date on which such Advance is made and ending on
the date on which such Advance matures. All Advances
comprising part of the same Borrowing shall have the same
Interest Period, as selected by the Borrower in accordance
with this definition and Article II hereof. The duration of
each Interest Period shall be (a) in the case of Base Rate
Advances, until the next-succeeding March 31, June 30,
September 30 or December 31, (b) in the case of Eurodollar
Rate Advances, 1, 2, 3, 6 or 9 months, or, if and so long as
all Banks inform the Agent that such duration is available,
12 months, and (c) in the case of Competitive Advances, any
number of days not less than 30 days nor greater than 360
days, in each case as the Borrower may select in accordance
with Article II hereof; provided, however, that:

(i) the Borrower may not select any Interest
Period which ends after any Amortization Date unless,
after giving effect to such selection, the aggregate
unpaid principal amount of Advances having maturity
dates after such Amortization Date shall be equal to or
less than the aggregate amount of the Commitments of
the Banks (determined without giving effect to any
Commitment Reduction Amount) after giving effect to the
automatic reduction of the Commitments of the Banks on
such Amortization Date pursuant to Section 2.06(a) and,
if applicable, Section 2.18;

(ii) whenever the last day of any Interest
Period would otherwise occur on a day other than a
Business Day, the last day of such Interest Period
shall be extended to occur on the next succeeding
Business Day, provided, in the case of any Interest
Period for a Eurodollar Rate Advance, that if such
extension would cause the last day of such Interest
Period to occur in the next following calendar month,
the last day of such Interest Period shall occur on the
next preceding Business Day; and

(iii) no Interest Period may be selected that
would end after the Termination Date.

"Internal Revenue Code" means the Internal Revenue Code
of 1986, as amended, or any successor statute.

"Inventoried Fuel" means fuel purchased or acquired by
the Borrower in its separate fuel procurement and inventory
activities, unless such fuel (1) was acquired either (x) in
exchange for oil or gas produced from the Borrower's oil and
gas exploration and development program or (y) with proceeds
from the sale of oil and gas produced from the Borrower's
oil and gas exploration and development program or (2) is to
be delivered to NEP in lieu of fuel which would otherwise
have been acquired in exchange for, or purchased with
proceeds from the sale of, oil and gas produced from the
Borrower's oil and gas exploration and development program,
the phrases "fuel procurement and inventory activities" and
"oil and gas produced from the Borrower's oil and gas
exploration and development program" being used with the
meanings given them in the 1978 SEC Order.

"Loan Agreement" means that certain Loan Agreement
dated July 19, 1978, between the Borrower and ▇▇▇▇, as
amended by Amendment No. 1 thereto dated as of July 26,
1979, Amendment No. 2 thereto dated as of August 26, 1981,
Amendment No. 3 thereto dated as of March 26, 1985,
Amendment No. 4 thereto dated as of April 28, 1989,
Amendment No. 5 thereto dated as of June 1, 1990, and
Amendment No. 6 thereto in substantially the form of Exhibit
1.01E hereto, and the subordinated promissory notes issued
thereunder.

"Loan Documents" means this Agreement, the Notes, the
Collateral Assignments and the Acknowledgments.

"Majority Banks" means at any time Banks that, in the
aggregate, meet the following two criteria: (a) represent
at least 66-2/3% of the then aggregate unpaid principal
amount of the Advances owing to Banks and (b) represent at
least 66-2/3% of the Percentages. Determination of the
Majority Banks (and of Banks satisfying criteria (a) or (b)
above for any other purpose hereunder) shall be made by the
Agent and shall be conclusive and binding absent manifest
error.

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

"Multiemployer Plan" means a "multiemployer plan" as
defined in Section 4001(a)(3) of ERISA to which any person
or entity or any ERISA Affiliate of such person or entity is
making or accruing an obligation to make contributions, or
has within any of the preceding three plan years made or
accrued an obligation to make contributions.

"Multiple Employer Plan" means an employee benefit
plan, other than a Multiemployer Plan, subject to Title IV
of ERISA to which any person or entity or any ERISA
Affiliate of such person or entity and more than one
employer, other than such person or entity or ERISA
Affiliate of such person or entity, is making or accruing an
obligation to make contributions or, in the event that any
such plan has been terminated, to which any person or entity
or any ERISA Affiliate of such person or entity made or
accrued an obligation to make contributions during any of
the five plan years preceding the date of termination of
such plan.

"▇▇▇▇" means New England Electric System, a
Massachusetts business trust organized and existing under
the laws of the Commonwealth of Massachusetts.

"▇▇▇▇ Acknowledgment" means an Acknowledgment and
Consent of ▇▇▇▇, in substantially the form of Exhibit 1.01F
hereto.

"▇▇▇▇ Assignment" means an Assignment of the Capital
Funds Agreement and the Loan Agreement in substantially the
form of Exhibit 1.01G hereto.

"NEP" means New England Power Company, a Massachusetts
corporation.

"NEP Acknowledgment" means an Acknowledgment and
Consent of NEP, in substantially the form of Exhibit 1.01H
hereto.

"NEP Assignment" means an Assignment of the Fuel
Purchase Contract in substantially the form of Exhibit 1.01I
hereto.

"1978 SEC Order" means that certain order of the SEC,
In the Matter of New England Electric System, New England
Energy Incorporated (File No. 70-5543) dated July 19, 1978
(Public Utility Holding Company Act of 1935 Release No.
20632).

"1985 SEC Order" means that certain order of the SEC,
In the Matter of New England Energy Incorporated, New
England Power Company, New England Electric System
(File No. 70-6958) dated October 22 1985
(Public Utility Holding Company Act of 1935
Release No. 35-23873).

"1995 SEC Order" means that certain order of the SEC,
In the Matter of New England Energy Incorporated et al.
(File No. 70-8571) dated April 7, 1995 (Public Utility
Holding Company Act of 1935 Release No. 35-26268).

"Note" means a Committed Note, a CMA Competitive Note
or a FPC Competitive Note.

"Notice of Committed Borrowing" has the meaning
specified in Section 2.02(a).

"Notice of Conversion" has the meaning specified in
Section 2.02(b).

"Partnership Agreement" means that certain Amended and
Restated Partnership Agreement dated February 5, 1985, but
effective October 30, 1974, between Samedan and the
Borrower, as amended on January 14, 1992.

"PBGC" means the Pension Benefit Guaranty Corporation
and any entity succeeding to any or all of its functions
under ERISA.

"Percentage" means, for each Bank, the percentage set
forth opposite such Bank's name on the signature pages
hereto, as supplemented from time to time in accordance with
Section 8.07.

"Permitted Investments" means each and any of the
following so long as no such Permitted Investment shall have
a final maturity later than 12 months from the date of
investment therein and all such Permitted Investments,
collectively, shall have a dollar-weighted average maturity
no later than six months from any date of determination:

(i) direct obligations of the United States of
America, or obligations guaranteed as to principal and
interest by the United States of America;

(ii) certificates of deposit, eurodollar
certificates of deposit or bankers' acceptances issued,
or time deposits held, or investment contracts

guaranteed, by (A) any Bank; or (B) any other
commercial bank, trust company, savings and loan
association or savings bank organized under the laws of
the United States of America, or any State thereof, or
of any other country which is a member of the
Organization for Economic Cooperation and Development
(or a political subdivision of any such country) having
outstanding unsecured indebtedness that is rated (on
the date of acquisition thereof) AA- or better by S&P
or Aa3 or better by Moody's (or an equivalent rating by
another nationally recognized credit rating agency of
similar standing if neither of such corporations is
then in the business of rating unsecured bank
indebtedness);

(iii) obligations with the Agent or any other
bank or trust company described in clause (ii), above,
in respect of the repurchase of obligations of the type
described in clause (i), above, provided that such
repurchase obligations shall be fully secured by
obligations of the type described in said clause (i)
and the possession of such obligations shall be
transferred to, and segregated from other obligations
owned by, the Agent or such other bank or trust
company;

(iv) commercial paper rated (on the date of
acquisition thereof) A-1 or P-1 or better by S&P or
Moody's, respectively (or an equivalent rating by
another nationally recognized credit rating agency of
similar standing if neither of such corporations is
then in the business of rating commercial paper); and

(v) obligations of ▇▇▇▇ or any affiliate of
▇▇▇▇ held or maintained in accordance with the
intercompany lending arrangement among ▇▇▇▇ and its
subsidiaries, as such arrangement may be amended from
time to time, as approved by the SEC.

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

"Plan" means any ERISA Plan, Multiemployer Plan or
Multiple Employer Plan.

"Post-1983 Hydrocarbon Properties" means the interests
(either direct or indirect) of the Borrower in Hydrocarbons
prior to severance in the prospect known as Whitehouse Dome,
Prospect No. 42860, located in ▇▇▇▇▇ County, Texas.

"Prohibited Transaction" means any prohibited
transaction under Section 406 of ERISA.

"Proved and Probable Reserves means the interest of the
Borrower in estimated quantities of Hydrocarbons from
Hydrocarbon Properties (i) which geological and engineering
data demonstrate with reasonable certainty to be recoverable
in future years from known reservoirs under existing
economic and operating conditions, i.e., prices and costs
and with existing equipment and operating methods as of the
date of any such determination and (ii) which are supported
by favorable engineering and geological data, but which are
subject to some element of risk which prevents
classification in (i) above.

"Reference Banks" means The First National Bank of
Boston and Credit Suisse.

"Register" has the meaning specified in Section
8.07(c).

"Reportable Event" has the meaning assigned to that
term in Title IV of ERISA.

"Request for Competitive Borrowing" has the meaning
specified in Section 2.03.

"Reserves" means the total of Proved and Probable
Reserves.

"Rule 24 Report" means a quarterly report filed by the
Borrower with the SEC pursuant to the Public Utilities
Holding Company Act of 1935 as required by the 1978 SEC
Order. If at any time the Rule 24 Report ceases to be
required in substantially the form now in effect, this term
shall refer to a quarterly report provided and certified by
the Borrower to the Banks and the Agent in substantially the
form presently in effect, plus any comparable or substitute
reports then being filed by or in respect of the Borrower
with the SEC.

"Samedan" means Samedan Oil Corporation, a Delaware
corporation.

"Samedan-NEEI" means the partnership between Samedan
and the Borrower formed pursuant to the Partnership
Agreement.

"S&P" means Standard & Poor's Ratings Group or any
successor thereto.

"SEC" means the U.S. Securities and Exchange Commission
or any successor authority charged with the regulation of
the Borrower under applicable law.

"Senior Debt" means, as of any date upon which such
determination is to be made, all Indebtedness under this
Agreement and under the Notes (including any extensions,
renewals and refundings thereof, whether or not the
principal amount is increased), and any other note or notes
issued under this Agreement or any other agreement among the
Borrower, the Banks and the Agent, and all other
Indebtedness of the Borrower for borrowed money or for the
deferred purchase price of property or services which is not
Subordinated Debt.

"Subordinated Debt" means the Indebtedness of the
Borrower evidenced by the subordinated promissory notes
issued to ▇▇▇▇ pursuant to the Loan Agreement, which
Indebtedness is subordinate and junior in right of payment
to Senior Debt on substantially the terms set forth in
Exhibit 1.01J hereto, and other Indebtedness of the Borrower
which is expressly made subordinate and junior in right of
payment to Senior Debt on the terms set forth in
Exhibit 1.01J hereto.

"Subsidiary" means, with respect to any Person, any
corporation or other entity of which 50% or more of (i) the
outstanding capital stock having ordinary voting power to
elect a majority of the board of directors of such
corporation (irrespective of whether or not at the time
capital stock of any other class or classes shall or might
have voting power upon the occurrence of any contingency) or
(ii) other comparable equity interests, is at the time
directly or indirectly owned by such Person, by such Person
and one or more other Subsidiaries of such Person, or by one
or more other Subsidiaries of such Person.

"Termination Date" means the earlier of (i) the final
Amortization Date or (ii) the date of termination in whole
of the Commitments pursuant to Section 2.06 or Article VI
hereof.

"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 PBGC), or (ii) the
withdrawal of the Borrower or any of its ERISA Affiliates
from a Plan during a plan year in which the Borrower was a
"substantial employer" as defined in Section 4001(a)(2) of
ERISA, or (iii) the filing of a notice of intent to
terminate a Plan or the treatment of a Plan amendment as a
termination under Section 4041 of ERISA, or (iv) the
institution of proceedings to terminate a Plan by the PBGC
or to appoint a trustee to administer any Plan.

SECTION 1.02 Computation of Time Periods. In this
Agreement in the computation of periods of time from a specified
date to a later specified date, the word "from" means "from and
including" and the words "to" and "until" each means "to but
excluding", unless otherwise expressly provided.

SECTION 1.03 Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with
generally accepted accounting principles consistent with those
applied in the preparation of the financial statements referred
to in Section 4.01(q).

ARTICLE II
COMMITTED AND COMPETITIVE ADVANCES

SECTION 2.01 The Commitment. (a) Each Bank severally
agrees, on the terms and conditions contained herein, to make,
prior to the CMA Conversion Date, FPC Committed Advances and, on
and after the CMA Conversion Date, CMA Committed Advances, to the
Borrower from time to time, on any Business Day from the date
hereof until the Termination Date, in an aggregate outstanding
principal amount not to exceed at any time such Bank's Percentage
of the Commitment less the Commitment Reduction Amount or such
lesser amount as is provided in paragraphs (b) and (c) of this
Section 2.01.

(b) Notwithstanding any provision to the contrary contained
herein, the Borrower shall not be permitted to request or receive
any FPC Borrowing hereunder (whether a Committed Borrowing or a
Competitive Borrowing) to be made on any day unless (i) such
receipt is prior to the CMA Conversion Date and (ii) after giving
effect to any and all prepayments and repayments made, and
Advances requested to be made, on such day, the aggregate
outstanding principal amount of all FPC Advances shall be not
greater than the FPC Borrowing Base on such day.

(c) Notwithstanding any provisions to the contrary
contained herein, the Borrower shall not be permitted to request
or receive any CMA Borrowing hereunder (whether a Committed
Borrowing or a Competitive Borrowing) to be made on any day
unless (i) such receipt is on or after the CMA Conversion Date
and (ii) after giving effect to any and all prepayments and
repayments made, and Advances requested to be made, on such day,
the aggregate outstanding principal amount of all CMA Advances
shall be not greater than the CMA Borrowing Base on such day.

(d) Under no circumstances shall the Borrower be permitted
to request or receive Advances hereunder (whether Committed
Advances or Competitive Advances) on any day unless, after giving
effect to any and all prepayments and repayments made, and
Advances requested to be made, on such day, the aggregate
outstanding principal amount of all Advances shall be not greater
than the Commitment on such day.

(e) Within the limits of this Section 2.01 and the other
terms and conditions of this Agreement, the Borrower may from
time to time borrow under Sections 2.02 and 2.03 hereof, repay
pursuant to Section 2.07 hereof or prepay pursuant to Section
2.11 hereof, and reborrow under said Sections 2.02 and 2.03.

SECTION 2.02 The Committed Advances. (a) Notice of
Committed Advances. Each Committed Borrowing shall be made on
notice, given (x) in the case of a Borrowing consisting of Base
Rate Advances, not later than 12:00 noon (New York City time) on
the Business Day prior to the date of the proposed Borrowing and
(y) in the case of a Borrowing consisting of Eurodollar Rate
Advances, not later than 12:00 noon (New York City time) on the
third Business Day prior to the date of the proposed Committed
Borrowing, by the Borrower to the Agent, which shall give to each
Bank prompt notice thereof. Each such notice of a Committed
Borrowing (a "Notice of Committed Borrowing") shall be in
substantially the form of Exhibit 2.02(a) hereto, specifying
therein the requested date of such Committed Borrowing, Type of
Committed Advances comprising such Committed Borrowing,
aggregate amount of such Committed Borrowing and Interest Period
for each such Committed Advance.

(b) Conversion of Committed Advances. So long as no Event
of Default shall have occurred and be continuing, the Borrower
may from time to time elect to Convert one or more Committed
Advances of any Type to one or more Committed Advances of the
same or any other Type on the following terms and subject to the
following conditions:

(i) Each such Conversion shall be made as to all
Advances comprising a single Committed Borrowing, on notice
given not later than 12:00 noon (New York City time) on the
third Business Day prior to the date of the proposed
Conversion by the Borrower to the Agent, who shall give to
each Bank prompt notice thereof. Each such notice of
Conversion (a "Notice of Conversion") shall be in
substantially the form of Exhibit 2.02(b) hereto, specifying
therein the requested (v) date of such Conversion, (w) Type
of, and Interest Period applicable to, the Advances proposed
to be Converted, (x) except in the case of a Conversion

described in subsection (iii) below, Type of Advances to
which such Advances are proposed to be Converted, (y) except
in the case of a Conversion to Base Rate Advances, initial
Interest Period to be applicable to the Advances resulting
from such Conversion and (z) aggregate principal amount of
Advances proposed to be Converted. No Conversion may be
requested by the Borrower hereunder unless made in
compliance with subsections (c) and (d) below.

(ii) The Borrower may not select an Interest Period
of greater than one month in the case of Conversions to
Eurodollar Rate Advances during 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.

(iii) If no Notice of Conversion in respect of a
Committed Advance is received by the Agent as provided in
subsection (i) above with respect to any Eurodollar Rate
Advance, the Agent shall treat such absence of notice as a
deemed Notice of Conversion providing for each such Advance
to be Converted into a Base Rate Advance on the last day of
the Interest Period then in effect for such Advance.

(c) Other Terms Relating to the Making and Conversion of
Committed Advances. Notwithstanding anything in subsections (a)
or (b) above to the contrary:

(i) Each Borrowing shall be in an aggregate
principal amount of not less than $10,000,000 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 Commitments
less the Commitment Reduction Amount on such
date, after giving effect to all other
Committed Borrowings and Conversions to be made
on such date;

(ii) the Borrower may not select Eurodollar Rate
Advances for any Committed Borrowing if the aggregate amount
of such Committed Borrowing is less than $10,000,000;

(iii) if any Bank shall, at least four Business Days
before the date of any requested Committed Borrowing, notify
the Agent that the introduction of or any change in or in
the interpretation or administration of any law or
regulation makes it unlawful, or that any central bank or
other governmental authority asserts that it is unlawful,
for such Bank or its Eurodollar Lending Office to perform
its obligations hereunder to make Eurodollar Rate Advances
or to fund or maintain Eurodollar Rate Advances hereunder,
the right of the Borrower to select Eurodollar Rate Advances

for such Committed Borrowing or any subsequent Committed
Borrowing shall be suspended until such Bank shall notify
the Agent that the circumstances causing such suspension no
longer exist or such Bank shall no longer be a Bank pursuant
to the terms of Section 8.07, and each Committed Advance
comprising such Committed Borrowing shall be a Base Rate
Advance; provided, however, that no Bank which has notified
the Agent pursuant to this subparagraph may make any demand
pursuant to Section 8.04(b) in connection with a payment of
principal made other than on the last day of an Interest
Period due to a related suspension;

(iv) if neither Reference Bank furnishes timely
information to the Agent for determining the Eurodollar Rate
for Eurodollar Rate Advances comprising any requested
Committed Borrowing, the right of the Borrower to select
Eurodollar Rate Advances for such Committed Borrowing or any
subsequent Committed Borrowing shall be suspended (and the
Agent shall give prompt notice of such suspension to the
Borrower) until the Agent shall notify the Borrower and the
Banks that the circumstances causing such suspension no
longer exist, and each Committed Advance comprising such
Committed Borrowing shall be a Base Rate Advance; provided,
however, that no Reference Bank which has failed to furnish
timely information to the Agent as described in this
subparagraph may make any demand pursuant to Section 8.04(b)
in connection with a payment of principal made other than on
the last day of an Interest Period due to a related
suspension;

(v) if the Majority Banks shall, at least one
Business Day before the date of any requested Committed
Borrowing, notify the Agent that the Eurodollar Rate
for such Committed Borrowing will not adequately
reflect the cost to such Majority Banks of making or
funding their respective Eurodollar Rate Advances for
such Committed Borrowing, the right of the Borrower to
select Eurodollar Rate Advances for such Committed
Borrowing or any subsequent Committed Borrowing shall
be suspended (and the Agent shall give prompt notice of
such suspension to the Borrower) until the Agent shall
notify the Borrower and the Banks that the
circumstances causing such suspension no longer exist,
and each Committed Advance comprising such Committed
Borrowing shall be a Base Rate Advance; provided,
however, that no Bank which has notified the Agent
pursuant to this subparagraph may make any demand
pursuant to Section 8.04(b) in connection with a
payment of principal made other than on the last day of
an Interest Period due to a related suspension; and

(vi) in the event of any suspension pursuant to
subparagraphs (iv) or (v) above of a Type of Advance, upon
the written request of the Borrower to the Agent, the
Borrower and the Agent shall enter into negotiations (which
the Agent shall not be obliged to continue for a period of
more than 60 days) in good faith with a view to agreeing to
an alternate basis acceptable to the Borrower and the Banks
for determining a rate of interest applicable to future
Advances of such Type. Any such alternate basis shall be
incorporated into this Agreement by appropriate amendment
hereto agreed to by all the Banks.

(d) Irrevocable Notices and Indemnification. Each Notice
of Committed Borrowing and Notice of Conversion for Eurodollar
Rate Advances shall be irrevocable and binding on the Borrower
unless, pursuant to subparagraphs (iii), (iv) or (v) of Section
2.02(c), the right of the Borrower to select such Type of Advance
is suspended. In the case of any Committed Borrowing which the
related Notice of Committed Borrowing or Notice of Conversion (as
the case may be) specifies is to be comprised of Eurodollar Rate
Advances, the Borrower shall indemnify each Bank against any
loss, cost or expense incurred by such Bank as a result of any
failure to fulfill on or before the date specified in such Notice
of Committed Borrowing or Notice of Conversion (as the case may
be) for such Committed Borrowing the applicable conditions set
forth in Article III and Section 2.02(b), including, without
limitation, any loss, cost or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired
by such Bank to fund that Bank's Percentage of the Committed
Advance to be made or Converted by such Bank as part of such
Committed Borrowing when such Committed Advance, as a result of
such failure, is not made or Converted (as the case may be) on
such date.

SECTION 2.03 The Competitive Advances. Each Bank severally
agrees that, subject to Section 2.01 hereof, the Borrower may
request Competitive Borrowings under this Section 2.03 from time
to time on any Business Day during the period from the date
hereof until the date occurring 30 days prior to the Termination
Date in the manner set forth below.

(i) The Borrower may request a Competitive Borrowing
under this Section 2.03 by delivering to the Agent a request
for a Competitive Borrowing (a "Request for Competitive
Borrowing"), in substantially the form of Exhibit 2.03
hereto, specifying (A) the date and aggregate amount (which
shall be no less than $10,000,000) of the proposed
Competitive Borrowing, (B) the Interest Period for the
Advances comprising such proposed Competitive Borrowing, (C)
the interest payment date or dates relating thereto, (D) the
basis to be

used by the Banks in determining the rates of interest to be
offered by them and (E) any other terms to be applicable to
such Competitive Borrowing. Such Request for Competitive
Borrowing shall be delivered to the Agent not later than
10:00 A.M. (New York City time) at least four Business Days
prior to the proposed Competitive Borrowing. The Agent
shall in turn promptly notify each Bank of each Request for
Competitive Borrowing received by it from the Borrower by
sending such Bank a copy of such Request for Competitive
Borrowing.

(ii) Each Bank shall, if, in its sole discretion, it
elects to do so, irrevocably offer to make one or more
Competitive Advances to the Borrower as part of such
proposed Competitive Borrowing at such rate or rates of
interest or such margin or margins over a rate of interest
and in such amount or amounts as may be specified by such
Bank in its sole discretion, by notifying the Agent before
10:00 A.M. (New York City time) three Business Days before
the date of such proposed Competitive Borrowing (and the
Agent shall notify the Borrower on or before 10:30 A.M. (New
York City time) on the date of such notification of any
offers to make Competitive Advances of which it has received
notice before 10:00 A.M. (New York City time) on such date)
of the minimum amount and maximum amount of each Competitive
Advance which such Bank would be willing to make as part of
such proposed Competitive Borrowing (which amounts may,
subject to the provisions of Section 2.01 hereof, exceed
such Bank's Percentage of the Commitment), the rate or rates
of interest therefor and such Bank's Applicable Lending
Office with respect to such Competitive Advance; provided
that if the Agent in its capacity as a Bank shall, in its
sole discretion, elect to make any such offer pursuant to a
Notice of Competitive Borrowing, it shall notify the
Borrower of such offer before 9:30 A.M. (New York City time)
on the date otherwise provided above for offers to be made
by the Banks. If any Bank shall elect not to make such an
offer, such Bank shall so notify the Agent before 10:00 A.M.
(New York City time) on the date otherwise provided above
for offers to be made by the Banks, and such Bank shall not
be obligated to, and shall not, make any Competitive Advance
as part of such Competitive Borrowing; provided that the
failure by any Bank to give such notice shall not cause such
Bank to be obligated to make any Competitive Advance as part
of such proposed Competitive Borrowing.

(iii) The Borrower shall, in turn, before 11:00 A.M. (New
York City time) three Business Days before the date of such
proposed Competitive Borrowing, either

(A) cancel such Competitive Borrowing by giving the
Agent notice to that effect, or

(B) accept one or more of the offers made by any Bank or
Banks pursuant to paragraph (ii) above, in its sole
discretion, by giving notice to the Agent of the amount of
each Competitive Advance (which amount shall be equal to or
greater than the minimum amount, and equal to or less than
the maximum amount, notified to the Borrower by the Agent on
behalf of such Bank for such Competitive Advance pursuant to
paragraph (ii) above) to be made by each Bank as part of
such Competitive Borrowing, and reject any remaining offers
made by Banks pursuant to paragraph (ii) above by giving the
Agent notice to that effect; provided, however, that the
Borrower shall not accept an offer made at a particular rate
of interest or with a particular margin over a rate of
interest if it has rejected an offer made at a lower rate of
interest or with a lower margin over a rate of interest, as
the case may be; and provided further that if two or more
Banks make offers at identical rates of interest or at
identical margins over a rate of interest and the Borrower
accepts any of such offers but does not wish to borrow the
total amount offered by such Banks, the Borrower shall
accept offers from all of such Banks in amounts allocated
among them pro rata according to the amounts offered by such
Banks; and provided further that the Borrower may only
accept offers to make Competitive Advances in an aggregate
amount less than that set forth in the Notice of Competitive
Borrowing if, and only if, the Borrower makes a Committed
Borrowing on the same date as the Competitive Borrowing in
an amount such that the aggregate amount of the Competitive
Advances and Committed Advances made on the same day equals
at least the amount requested by the Borrower in the Notice
of Competitive Borrowing. Notwithstanding anything to the
contrary in this Section 2.03(iii) (B), the amount of a
Competitive Advance to be made by any Bank may be rounded to
the nearest $100,000 in the sole discretion of the Agent.

(iv) If the Borrower notifies the Agent that such
Competitive Borrowing is canceled pursuant to paragraph
(iii)(A) above, the Agent shall give prompt notice thereof
to the Banks and such Competitive Borrowing shall not be
made.

(v) If the Borrower accepts one or more of the offers
made by any Bank or Banks pursuant to paragraph (iii)(B)
above, the Agent shall in turn promptly notify (A) each Bank
that has made an offer as described in paragraph (ii) above
of the date and aggregate amount of such Competitive
Borrowing and whether or not any offer made by such Bank
pursuant to paragraph (ii) above has been accepted by the
Borrower, (B) each Bank that is to make a Competitive
Advance as part of such Competitive Borrowing of the amount
of each Competitive Advance to be made by such Bank as part

of such Competitive Borrowing and (C) each Bank that is to make a
Competitive Advance as part of such Competitive Borrowing, upon
receipt, that the Agent has received forms of documents appearing
to fulfill the applicable conditions set forth in Article III.
Promptly after each Competitive Borrowing the Agent will notify
each Bank of the amount of the Competitive Borrowing, the
consequent Commitment Reduction Amount and the dates upon which
such Commitment Reduction Amount commenced and will terminate.

SECTION 2.04 Making of Advances. (a) Each Bank shall,
before 12:00 noon (New York City time) on the date of each
Borrowing, make available for the account of its Applicable
Lending Office to the Agent at its address referred to in Section
8.02, in same day funds, such Bank's portion of such Borrowing.
Committed Advances shall be made by the Banks pro rata and
Competitive Advances shall be made by the Bank or Banks whose
competitive bids therefor have been accepted by the Borrower
pursuant to Section 2.03(iii)(B) in the amounts so accepted. If
the Agent has received all such funds and all of the applicable
conditions set forth in Articles II and III have been fulfilled,
the Agent will promptly make such funds available to the Borrower
at the Agent's aforesaid address.

(b) Unless the Agent shall have received notice from a
Bank prior to the date of any Borrowing that such Bank will not
make available to the Agent such Bank's portion of such
Borrowing, the Agent may assume that such Bank has made such
portion available to the Agent on the date of such Borrowing in
accordance with subsection (a) of this Section 2.04, and the
Agent may, in reliance upon such assumption, make available to
the Borrower on such date a corresponding amount. If and to the
extent that such Bank shall not have so made such portion
available to the Agent, such Bank and the Borrower severally
agree to repay to the Agent forthwith on demand such
corresponding amount together with interest thereon, for each day
from the date such amount is made available to the Borrower until
the date such amount is repaid to the Agent, at in the case of
the Borrower, the interest rate applicable at the time to
Advances comprising such Borrowing and in the case of such Bank,
the Federal Funds Rate. If such Bank shall repay to the Agent
such corresponding amount, such amount so repaid shall constitute
such Bank's Advance as part of such Borrowing for purposes of
this Agreement.

(c) The failure of any Bank to make the Advance to be
made by it as part of any Borrowing shall not relieve any other
Bank of its obligation, if any, hereunder to make its Advance on
the date of such Borrowing, but no Bank shall be responsible for
the failure of any other Bank to make the Advance to be made by
such other Bank on the date of any Borrowing.

SECTION 2.05. Fees. (a) Facility Fee. The Borrower shall
pay to the Agent, for the ratable benefit of the Banks in
accordance with each Bank's Percentage, a facility fee on the
average daily total amount of the Commitment (regardless of
utilization) from the date hereof until the Termination Date,
payable on the last Business Day of each March, June, September
and December during the term of the Commitment (commencing on the
Closing Date), and on the Termination Date, at the rate per annum
specified below under the column corresponding to the lowest
rating assigned from time to time by ▇▇▇▇▇'▇ or S&P (i) to the
senior secured long-term public debt of NEP or (ii) if the CMA
Conversion Date has occurred and ▇▇▇▇ has issued senior long-term
debt, to such debt:

S&P AA+ or AA or A or BBB or BBB- or
higher higher higher higher lower

▇▇▇▇▇'▇ Aa1 or Aa2 or A2 or Baa2 or Baa3 or
higher higher higher higher lower

.07% .08% .09% .115% .175%

(b) Other Fees. The Borrower shall pay to the Agent fees
as provided in a letter between the Borrower and the Agent.

SECTION 2.06 Reduction of the Commitment. (a) Mandatory.
Subject to Section 2.18 below, on each Amortization Date the
Commitment shall automatically reduce if and to the extent
necessary so that, on and after such date, the Commitment shall
be no greater than the respective amount set forth below opposite
such date:

Amortization Date
Occurring In: Commitment
_________________ __________

1996 $195,000,000

1997 $165,000,000

1998 $135,000,000

1999 $105,000,000

2000 $ 75,000,000

2001 $ 45,000,000

2002 $ - 0 - ;

provided, however, that on the Termination Date the Commitment
shall be reduced to zero and terminated.

(b) Optional. The Borrower shall have the right, upon at
least 30 days prior written notice to the Agent, to terminate in
whole or reduce ratably in part the unused portions of the
Commitment, provided that the Commitment shall not be reduced to
an amount which is less than the aggregate principal amount of
the Advances then outstanding and provided, further, that each
partial reduction shall be in the aggregate amount of $10,000,000
or a greater integral multiple of $1,000,000 and payment shall
be made on the effective date of such termination or reduction
for accrued but unpaid facility fees on the amount terminated or
reduced, to the date on which such termination or reduction is
effective, together with payment for all reasonable out-of-pocket
costs and expenses described in Section 8.04 incurred by or for
the account of the Agent on or before the date on which such
termination or reduction is effective and then determinable and
unpaid. Any portion of the Commitment that is terminated or
reduced under this Section 2.06(b) cannot be reinstated.

SECTION 2.07. Repayment of Advances. The Borrower shall
repay the principal amount of each Committed Advance made by each
Bank on the Termination Date. The Borrower shall repay the
principal amount of each Competitive Advance on the last day of
the Interest Period for such Advance.

SECTION 2.08. Interest. The Borrower shall pay interest
on the unpaid principal amount of each Advance made by each Bank,
from the date of such Advance until such amount becomes due, at
the Applicable Rate for such Advance, payable as follows:

(i) in the case of Base Rate Advances, on the last day
of each March, June, September and December;

(ii) in the case of Eurodollar Rate Advances, on the
last day of the Interest Period therefor and, if such
Interest Period is longer than three months, on the day of
each third month during such Interest Period corresponding
to the day on which such Advance was made; and iii) in the
case of Competitive Advances, as provided in the Request for
Competitive Borrowing relating thereto.

(b) The Borrower shall pay interest on demand on any amount
hereunder or under the Notes that is not paid when due (whether
at stated maturity, by acceleration or otherwise) from the day
when due until the last day of any applicable Interest Period
therefor, at an interest rate equal to 2% per annum above the
Applicable Rate therefor, and thereafter, and in all other
cases, at a fluctuating interest rate per annum equal at all
times to 2% per annum above the Applicable Rate from time to time
in effect with respect to Base Rate Advances.

SECTION 2.09. Additional Interest on Eurodollar Rate
Advances. (a) The Borrower shall pay to each Bank, so long as
such Bank 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 Bank,
from the date of such Committed 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 the
Eurodollar Rate for the Interest Period for such Advance from
the rate obtained by dividing such Eurodollar Rate by a
percentage equal to 100% minus the Eurodollar Rate Reserve
Percentage of such Bank for such Interest Period, payable on each
date on which interest is payable on such Advance. Such
additional interest shall be determined by such Bank and notified
by certificate from such Bank to the Borrower and the Agent.

(b) Any Bank claiming any increased costs pursuant to
subsection (a) of this Section 2.09 shall use its best efforts
(consistent with its internal policy and legal and regulatory
restrictions) to change the jurisdiction of its Eurodollar
Lending Office so as to eliminate or reduce the amount of any
such costs or additional amounts which may thereafter accrue;
provided that no such change shall be made if, in the sole
discretion of such Bank, such change would be disadvantageous to
such Bank. Without limitation of the foregoing, any such change
shall be deemed to be disadvantageous to any Bank if it would
require such Bank to incur any unreimbursed out-of-pocket costs
or expenses.

SECTION 2.10. Interest Rate Determination. Each Reference
Bank agrees to furnish to the Agent timely information for the
purpose of determining each Eurodollar Rate. If one Reference
Bank shall not furnish such timely information to the Agent for
the purpose of determining any such interest rate, the Agent
shall determine such interest rate on the basis of timely
information furnished by the remaining Reference Bank.

(b) The Agent shall give prompt notice to the Borrower and
the Banks of the Applicable Rate determined by the Agent with
respect to each Borrowing, and the applicable rate, if any,
furnished by each Reference Bank for the purpose of determining
the Eurodollar Rate (if applicable).

SECTION 2.11. Prepayments of Advances. (a) General. The
Borrower shall have no right to prepay any principal amount of
any Advances other than as provided in this Section 2.11.

(b) Committed Advances. The Borrower may, upon at least
three days' (in the case of Base Rate Advances) and five days'
(in the case of Eurodollar Rate Advances) notice to the Agent
stating the proposed date and aggregate principal amount of the
prepayment, and if such notice is given the Borrower shall,

prepay the outstanding principal amounts of the Advances
comprising part of the same Committed Borrowing in whole or
ratably in part, together with accrued interest to the date of
such prepayment on the principal amount prepaid and amounts
payable, if any, in respect of such prepayment pursuant to
Section 8.04(b) hereof; provided, however, that each partial
prepayment shall be in an aggregate principal amount not less
than $10,000,000.

(c) Competitive Advances. Except as provided in Sections
2.11(d) and 2.16(c) the Borrower shall have no right to prepay
any principal amount of any Competitive Advance unless, and then
only on the terms, specified by the Borrower in the Request for
Competitive Borrowing relating thereto.

(d) Mandatory. If, on any day:

(i) the aggregate outstanding principal amount of the
Advances shall exceed the Commitment,

(ii) the aggregate amount of CMA Advances shall exceed
the CMA Borrowing Base, or

(iii) the aggregate amount of FPC Advances shall exceed
the FPC Borrowing Base,

then, the Borrower shall forthwith prepay outstanding Advances
(ratably among all such Advances comprising a single Borrowing),
interest thereon and amounts payable, if any, pursuant to
Section 8.04(b) on such date in accordance with paragraphs (b)
and (c) above (but without regard to the requirement for prior
notice set forth therein), such that, after giving effect to such
prepayment, there shall be no such excess. In making such
prepayments, the Borrower shall select among Advances in the
following priority:

first, to prepayment of Committed Borrowings consisting
of Base Rate Advances,

second, to other Committed Borrowings, and

third, to Competitive Borrowings;

comprising such Competitive Borrowing) at the end of their
respective Interest Periods in the order of their respective
maturities. Interest accrued on such cash collateral account
shall be applied to the obligations of the Borrower hereunder, or
remitted to the Borrower upon application of all such principal
in accordance with this Section, as the Agent may decide in its
sole discretion.

(e) Payments Under Capital Maintenance Agreement. If on
any day occurring on or after the CMA Conversion Date, ▇▇▇▇ is
required pursuant to Sections 1(a) or (b) of the Capital
Maintenance Agreement to make an "Investment" (as defined in the
Capital Maintenance Agreement) in the Borrower or is required to
make a payment to the Agent pursuant to Section 7(b) of the
Capital Maintenance Agreement, then all such amounts shall
forthwith be applied to prepay outstanding CMA Advances (ratably
among all such Advances comprising a single CMA Borrowing),
interest thereon and amounts payable, if any, pursuant to Section
8.04(b) on such date in accordance with paragraphs (b) and (c)
above (but without regard to the requirement for prior notice set
forth therein). In making such prepayments, such amounts shall
be applied:

first, to prepayment of CMA Committed Borrowings
consisting of Base Rate Advances,

second, to other CMA Committed Borrowings, and

third, to CMA Competitive Borrowings;

provided, that in the case of any such prepayment described in
second and third above and permitted under paragraphs (b) and (c)
of this Section 2.11, the Borrower may (and in the case of any
such prepayment described in third above that would contravene
paragraph (c) of this Section 2.11, the Borrower shall) instead
elect to deposit with the Agent the full amount of principal to
so be prepaid, to be held by the Agent in an interest-bearing
account as cash collateral securing the obligations of the
Borrower hereunder and applied by the Agent, without any
requirement for, and notwithstanding, any further instructions or
directions from the Borrower, to the repayment of CMA Committed
Borrowings (ratably among all Advances comprising such CMA
Committed Borrowings) and CMA Competitive Borrowings (ratably
among all Advances comprising such CMA Competitive Borrowings) at
the end of their respective Interest Periods in the order of
their respective maturities. Interest accrued on such cash
collateral account shall be applied to the obligations of the
Borrower hereunder, or remitted to the Borrower upon application
of all such principal in accordance with this Section, as the
Agent may decide in its sole discretion.

SECTION 2.12. Increased Costs; Capital. (a) If, due to
either the introduction of or any change (other than any change
by way of imposition or increase of reserve requirements,
included in the Eurodollar Rate Reserve Percentage) in or in the
interpretation of any law or regulation or the compliance with
any guideline or request from any central bank or other

governmental authority (whether or not having the force of law),
there shall be any increase in the cost to any Bank of agreeing
to make or making, funding or maintaining Eurodollar Rate
Advances, then the Borrower shall from time to time, upon demand
by such Bank (with a copy of such demand to the Agent), pay to
such Bank additional amounts sufficient to compensate such Bank
for such increased cost. A certificate as to the amount of such
increased cost, submitted to the Borrower and the Agent by such
Bank, shall be conclusive and binding for all purposes, absent
manifest error.

(b) If any Bank determines that compliance with any law or
regulation or any guideline or request from any central bank or
other governmental authority (whether or not having the force of
law) affects or would affect the amount of capital required or
expected to be maintained by such Bank or any corporation
controlling such Bank and that the amount of such capital is
increased by or based upon the existence of such Bank's
commitment to lend hereunder and other commitments of this type,
then, upon demand by such Bank (with a copy of such demand to the
Agent), the Borrower shall immediately pay to such Bank, from
time to time as specified by such Bank, additional amounts
sufficient to compensate such Bank in the light of such
circumstances, to the extent that such Bank reasonably determines
such increase in capital to be allocable to the existence of such
Bank's commitment to lend hereunder. A certificate as to such
amounts submitted to the Borrower and the Agent by such Bank,
shall be conclusive and binding for all purposes, absent manifest
error.

SECTION 2.13. Payments and Computations. (a) The Borrower
shall make each payment hereunder and under the Notes not later
than 2:00 P.M. (New York City time) on the day when due in U.S.
dollars to the Agent at its address referred to in Section 8.02
(or, in the case of Sections 2.09 and 2.12 hereof, directly to
the Bank demanding payment, in accordance with such demand) in
same day funds. The Agent will promptly thereafter cause to be
distributed like funds relating to the payment of principal or
interest or facility fees ratably (other than amounts payable
pursuant to Section 2.03) to the Banks for the account of their
respective Applicable Lending Offices, and like funds relating to
the payment of any other amount payable to any Bank to such Bank
for the account of its Applicable Lending Office, in each case to
be applied in accordance with the terms of this Agreement. Upon
its acceptance of a Bank Assignment and recording of the
information contained therein in the Register pursuant to Section
8.07(d), from and after the effective date specified in such Bank
Assignment, the Agent shall make all payments hereunder and under
the Notes in respect of the interest assigned thereby to the Bank
assignee thereunder, and the parties to such Bank Assignment
shall make all appropriate adjustments in such payments for
periods prior to such effective date directly between themselves.

(b) The Borrower hereby authorizes each Bank, if and to the
extent payment owed to such Bank is not made when due hereunder
or under any Note held by such Bank in accordance with the first
sentence of paragraph (a) above, to charge from time to time
against any or all of the Borrower's accounts with such Bank or
any of such Bank's affiliates any amount so due.

(c) All computations of interest based on the Alternate
Base Rate shall be made by the Agent on the basis of a year of
365 or 366 days, as the case may be, and all other computations
of interest and fees shall be made by the Agent, or in the case
of Section 2.09 by a Bank, on the basis of a year of 360 days, in
each case for the actual number of days (including the first day
but excluding the last day) occurring in the period for which
such interest or fees are payable. Each determination by the
Agent (or, in the case of Section 2.09, by a Bank) of an interest
rate hereunder shall be conclusive and binding for all purposes,
absent manifest error.

(d) Whenever any payment hereunder or under the Notes shall
be stated to be due on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day, and
such extension of time shall in such case be included in the
computation of payment of interest or fees, as the case may be;
provided, however, if such extension would cause payment of
interest on or principal of Eurodollar Rate Advances to be made
in the next following calendar month, such payment shall be made
on the next preceding Business Day.

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

SECTION 2.14. Sharing of Payments, Etc. If any Bank shall
obtain any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise) on account of the
Committed Advances made by it (other than pursuant to Sections
2.09, 2.12, 2.16(c) or 2.17) in excess of its Percentage of
payments on account of the Committed Advances obtained by all the
Banks, then such Bank shall forthwith purchase from the other
Banks through the Agent such participations in the Committed
Advances made by them as shall be necessary to cause such
purchasing Bank 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 Bank,
such purchase from each Bank shall be rescinded and such Bank
shall repay to the purchasing Bank the purchase price to the
extent of such recovery together with an amount equal to such
Bank's ratable share (according to the proportion of the amount
of such Bank's required repayment to the total amount so
recovered from the purchasing Bank) of any interest or other
amount paid or payable by the purchasing Bank in respect of the
total amount so recovered. The Borrower agrees that any Bank so
purchasing a participation from another Bank pursuant to this
section 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 Bank were the
direct creditor of the Borrower in the amount of such
participation.

SECTION 2.15. Use of Proceeds. The Borrower shall use the
proceeds of the Borrowings to repay Indebtedness of the Borrower
incurred under the Existing Agreement, to finance the Borrower's
share of the costs and expenses (including financing costs and
taxes) incurred or to be incurred in connection with the
exploration and development of Hydrocarbon Properties and the
production, refining and transportation of Hydrocarbons
therefrom, or for any other purpose not inconsistent with the
agreements of the Borrower made herein.

SECTION 2.16. Termination of Fuel Purchase Contract.

(a) The Borrower shall have the right to terminate the Fuel
Purchase Contract in accordance with this Section 2.16 and the
1985 SEC Order. No less than three calendar months nor more than
four calendar months before the effective date of termination of
the Fuel Purchase Contract, the Borrower shall give written
notice thereof (which shall be irrevocable when made) to the
Agent and the Banks stating the effective date of such
termination. The Borrower shall also furnish to the Agent and
each Bank, concurrent with the giving of notice to the SEC of
such termination, a copy of such notice.

(b) On the date of termination of the Fuel Purchase
Contract, whether by the Borrower or otherwise, automatically and
without any further action on the part of the Borrower, any Bank
or the Agent, all FPC Committed Advances shall convert into CMA
Committed Advances of the same Type and Interest Period (without
any amount being payable under Section 8.04(b)) and the FPC
Borrowing Base shall be reduced to zero.

(c) Any Bank which has any FPC Competitive Advances that
would otherwise be outstanding on the effective date of
termination of the Fuel Purchase Contract may, by written notice
to the Agent and the Borrower not later than five days prior to
such effective date (which notice shall be irrevocable and
binding upon such Bank and the Borrower), demand that all or part
of such FPC Competitive Advances be prepaid on such effective
date, together with accrued interest to the date of such
prepayment on the principal amount prepaid and all amounts

payable, if any, in respect of such prepayment pursuant to
Section 8.04(b) and if such notice is given, all such amounts
shall be and become forthwith due and payable on such effective
date. If a Bank shall not so notify the Agent and the Borrower,
such Bank's FPC Competitive Advances shall automatically and
without any further action on the part of the Borrower, such Bank
or the Agent convert into CMA Competitive Advances (without any
amount being payable under Section 8.04(b)) on such effective
date.

SECTION 2.17. Taxes. The Borrower will pay to the Agent
(in accordance with Section 2.13) and to each Bank (in accordance
with Section 2.12) amounts of principal, interest, fees and other
amounts payable hereunder and under the Notes free and clear of
and without deduction for any and all present and future taxes,
levies, imposts, deductions, charges, withholdings, and all
liabilities with respect thereto, excluding income and franchise
taxes imposed on such Bank by the United States or any political
subdivision thereof (all such non-excluded taxes, levies,
imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes"). If the Borrower shall be
required by law to deduct any Taxes from or in respect of any sum
payable hereunder or under any Note to any Bank or the Agent,
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) such
Bank or the Agent (as the case may be) receives an amount equal
to the sum it would have received had no such deductions been
made, the Borrower shall make such deductions and the Borrower
shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law.

(b) In addition, the Borrower will pay any stamp and other
taxes payable or determined to be payable in connection with the
execution, delivery, filing, registration, performance and
enforcement of this Agreement, the Notes, the other Loan
Documents and the other documents to be delivered hereunder and
thereunder, Taxes specified in subsection (a) above and taxes of
all jurisdictions with respect to any amounts paid under this
subsection (b). If any of the Taxes specified in subsection (a)
above or the taxes mentioned in this subsection (b) are paid by
any Bank, such Bank will promptly notify the Borrower (with a
copy of such notice to the Agent) and the Borrower will, within
30 days of the issuance of such notice, indemnify such Bank for
such payments, together with any interest, penalties and expenses
in connection therewith, plus interest thereon at the Eurodollar
Rate then in effect hereunder. A certificate in reasonable
detail as to the amount of any such Taxes or taxes, submitted to
the Borrower and the Agent, shall be conclusive as to the amount
thereof.

(c) The Borrower will indemnify and save harmless each Bank
and the Agent for the full amount of Taxes and other taxes
described in subsections (a) or (b) above (including, without
limitation, any Taxes or other taxes imposed by any jurisdiction
on amounts payable under this Section) paid by such Bank or the

Agent (as the case may be) and any and all 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. All payments hereunder shall be
made within 30 days from the date a Bank or the Agent (as the
case may be) makes written demand therefor. Each Bank and the
Agent agrees that, to the extent permitted by law and not
disadvantageous to such Bank or the Agent, the Borrower shall be
subrogated to any rights that such Bank or the Agent may have to
seek the return or reduction of such Taxes or other taxes after
payment thereof by such Bank or the Agent and after payment by
the Borrower of its indemnification obligations hereunder in
respect thereof.

(d) It is understood and agreed that, if the Borrower is
required to pay a particular amount both under the terms of
Section 2.12 and under the terms of this Section, the Borrower
shall not be required to make a double payment of such amount.

(e) Each Bank represents and warrants that either (i) it is
organized under the laws of a jurisdiction within the United
States or (ii) it has delivered to the Borrower and the Agent
duly completed copies of such form or forms prescribed by the
Internal Revenue Service indicating that such Bank is entitled to
receive payments without deduction or withholding of any United
States federal income taxes, as permitted by the Internal Revenue
Code. Each Bank that has delivered or hereafter delivers to the
Borrower and the Agent the form or forms referred to in the
preceding sentence further undertakes to deliver to the Borrower
and the Agent further copies of such form or forms, or successor
applicable form or forms, as the case may be, as and when any
previous form filed by it hereunder shall expire or shall become
incomplete or inaccurate in any respect. Each Bank represents
and warrants that each such form supplied by it to the Borrower
and the Agent pursuant to this subsection (e), and not superseded
by another form supplied by it, is or will be, as the case may
be, complete and accurate.

(f) Without prejudice to the survival of any other
agreement of the Borrower hereunder, the agreements and
obligations of the Borrower contained in this Section shall
survive the payment in full of principal and interest hereunder
and under the Notes.

SECTION 2.18. Extension of Termination Date. (a) Unless
the Commitment shall have terminated pursuant to the terms
hereof, the Borrower may make an irrevocable written request to
the Agent, at least 60 days but not more than 90 days prior to
the sixth anniversary of the Closing Date, to extend the
Termination Date for one year. If the Borrower shall make such

irrevocable request, the Agent shall promptly forward such
request to each Bank and shall, no later than 45 days following
the date on which the Agent shall have received such request,
notify the Borrower in writing whether or not the Banks consent
to such request and, if the Banks so consent, any conditions of
such consent (including conditions relating to legal
documentation). The granting of any such consent shall be in the
sole and absolute discretion of each Bank, and if the Agent shall
not so notify the Borrower, the Banks shall be deemed not to have
consented to such request. It is agreed that the Agent shall not
consent to any such extension unless each Bank shall have
confirmed in writing to the Agent its agreement to such extension
and to the terms and conditions thereof.

(b) If all of the Banks agree to the extension described in
subsection (a) above, notwithstanding any provision to the
contrary contained in Section 2.06 hereof, the Commitment shall
automatically reduce, if and to the extent necessary, so that on
and after (i) the Amortization Date occurring in 2002, the
Commitment shall be no greater than $22,500,000 and (ii) the
Amortization Date occurring in 2003, the Commitment shall be
zero; provided, however, that on the Termination Date, the
Commitment shall be reduced to zero and terminated.

ARTICLE III
CONDITIONS OF LENDING

SECTION 3.01. Conditions Precedent to the Initial Advances.
The obligation of each Bank to make its initial Advance is
subject to the conditions precedent that the Borrower shall have
paid all fees then payable under Section 2.05 hereof, the
Borrower shall have terminated, and paid all amounts outstanding
under, the Existing Agreement (or shall have provided for such
payment from the proceeds of the initial Advances made hereunder)
and the Agent shall have received on or before the day of the
initial Borrowing the following, each dated such day, in form and
substance satisfactory to the Agent and (except for the Notes) in
sufficient copies for each Bank:

(a) The Notes payable to the order of the Banks,
respectively.

(b) The ▇▇▇▇ Acknowledgment and the NEP Acknowledgment;

(i) acknowledgment copies, dated not earlier than
seven days before the Closing Date, of proper financing
statements, duly filed on or before the effective date
hereof under the Uniform Commercial Code of the
Commonwealth of Massachusetts and such other
jurisdictions as the Agent may request, in respect of
the Collateral described in the Collateral Assignments;
and

(ii) completed requests for information, dated on
or before the effective date hereof, as to effective
financing statements filed in the jurisdictions
referred to in clause (i) above, together with copies
of such financing statements.

(d) A certified copy of the Partnership Agreement, together
with a true and complete list of the material creditors of
Samedan-NEEI as of a date not earlier than 60 days before the
Closing Date.

(e) Certified copies of each of the Ancillary Agreements,
each of which shall have been amended so that such agreements
reflect this Agreement and so that none of such agreements shall
terminate (other than the Fuel Purchase Contract, in accordance
with Section 5.02(d) hereof), expire or be cancelable without the
consent of the Banks before the date on which the Notes are paid
in full and no Bank has any commitment to lend hereunder.

(f) Certified copies of the 1978 SEC Order, the 1985 SEC
Order, the FERC Settlement and the 1995 SEC Order.

(g) Certified copies of the resolutions of the Boards of
Directors of the Borrower, NEP and ▇▇▇▇ evidencing approval of
the Loan Documents to which each is or is to be a party, and the
other matters contemplated hereby, and certified copies of all
documents evidencing other necessary corporate action, if any,
with respect to the Loan Documents and the Ancillary Agreements.

(h) Signed copies of certificates of the Clerk or an
Assistant Clerk of the Borrower, NEP and ▇▇▇▇ which shall certify
the names of the respective officers of the Borrower, NEP and
▇▇▇▇ authorized to sign each of the Loan Documents to which it is
or is to be a party and the other documents or certificates to be
delivered pursuant to the Loan Documents by the Borrower, NEP or
▇▇▇▇ or any of their respective officers, together with the true
signatures of such officers. The Agent and the Banks may
conclusively rely on each such certificate until it shall receive
a further certificate of the Clerk or an Assistant Clerk of the
Borrower, NEP and ▇▇▇▇ canceling or amending the prior
certificate of such company and submitting the signatures of the
officers named in such further certificate.

(i) A certificate of a duly authorized officer of the
Borrower stating that (i) the representations and warranties

contained in Section 4.01 hereof and Section 4 of each
Collateral Assignment are correct on and as of the Closing
Date before and after giving effect to the initial Advances
to be made on such date and the application of proceeds
thereof, as though made on and as of such date, (ii) no
event has occurred and is continuing, or would result from
such initial Advances or the application of proceeds thereof
which constitutes an Event of Default or which would
constitute an Event of Default but for the requirement that
notice be given or time elapse or both and (iii) the
requirements of Section 2.01 hereof have been satisfied with
respect to such initial Advances.

(j) A certified copy of a letter substantially in the form
of the letter attached hereto as Exhibit 3.01(j), executed by all
the parties thereto.

(k) A favorable opinion of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.,
Assistant General Counsel for the Borrower, NEP and ▇▇▇▇, in
substantially the form attached hereto as Exhibit 3.01(k) and as
to such other matters as any Bank through the Agent may
reasonably request.

(l) A favorable opinion of King & Spalding, special New
York counsel for the Agent, in substantially the form attached
hereto as Exhibit 3.01(l).

SECTION 3.02. Conditions Precedent to Each Advance. The
obligation of each Bank to make any Advance (other than its
initial Committed Advance on the Closing Date and other than with
respect to a Conversion) hereunder shall be subject to the
further conditions precedent that on the date of such Advance:

(a) the following statements shall be true (and each of the
giving of the applicable notice or request with respect to such
Advance and the acceptance by the Borrower of the proceeds of
such Advance shall constitute a representation and warranty by
the Borrower that on the date of such Advance such statements are
true):

(i) The representations and warranties contained in
Section 4.01 and in Section 4 of each Collateral Assignment
are correct 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, except to the extent such representations
and warranties relate solely and expressly to an earlier
date,

(ii) No event has occurred and is continuing, or
wouldresult from such Advance or from the application of the
proceeds therefrom, which constitutes an Event of Default or
which would constitute an Event of Default but for the
requirement that notice be given or time elapse or both, and

(iii) The corresponding requirements of Section 2.01
hereof have been satisfied in respect of such proposed
Advance.

(b) if applicable, the Agent shall have received from the
Borrower a certificate indicating any material reductions (other
than reductions resulting from amortization) that have occurred
in the amount of (i) in the case of a FPC Committed Borrowing or
FPC Competitive Borrowing, FPC Recapturable Costs or (ii) in the
case of a CMA Committed Borrowing or CMA Competitive Borrowing,
CMA Recapturable Costs, since the date of the most recent Rule 24
Report of the Borrower furnished to the Banks pursuant to Section
5.03 (and the acceptance by the Borrower of the proceeds of such
Borrowing in the absence of such certificate shall be deemed to
constitute a representation and warranty by the Borrower that on
the date of such Borrowing no such material reductions have
occurred); and

(c) the Agent shall have received such other approvals,
opinions or documents as any Bank through the Agent may
reasonably request not later than one Business Day following
receipt of the relevant Notice of Committed Borrowing or Notice
of Competitive Borrowing, as the case may be, as to the
legality, validity, binding effect or enforceability of this
Agreement, the Notes, any other Loan Document or any of the
Ancillary Agreements, any deviation (whether material or
immaterial) from the representations and warranties set forth in
Article IV hereof, or any law or regulation applicable to the
Borrower; and

(d) if such Advance is a Competitive Advance (including the
initial Competitive Advance), the Agent shall have received the
written confirmatory Notice of Competitive Borrowing with respect
thereto.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the
Borrower. The Borrower represents and warrants as follows:

(a) It is a corporation duly incorporated, validly existing
and in good standing under the laws of the Commonwealth of
Massachusetts and has all requisite power and authority,
corporate or otherwise, to conduct its business, to own its
properties and to execute and deliver, and to perform all of its
obligations under, this Agreement, the Notes and the other Loan
Documents to which it is or is to be a party. The Borrower is
duly qualified to do business in, and is in good standing in, all
other jurisdictions where the nature of its business or the

nature of property owned or used by it makes such qualification
necessary.

(b) The execution, delivery and performance by the Borrower
of this Agreement, the Notes and other Loan Documents to which it
is or is to be a party have been duly authorized by all necessary
corporate action and do not and will not require any consent or
approval of its stockholders which has not been obtained,
violate any provision of any law (including, without limitation,
the Public Utility Holding Company Act of 1935), rule, regulation
(including, without limitation, Regulations U and X of the Board
of Governors of the Federal Reserve System), order, writ,
judgment, injunction, decree, determination or award presently in
effect having applicability to the Borrower or of the charter or
by-laws of the Borrower, or result in a breach of or constitute
a default under any indenture or loan or credit agreement or any
other agreement, lease or instrument to which the Borrower is a
party or by which it or its properties may be bound or affected,
or result in, or require, the creation or imposition of any
mortgage, deed of trust, pledge, lien, security interest or other
charge or encumbrance of any nature (other than pursuant to the
Collateral Assignments) upon or with respect to any properties
now owned or hereafter acquired by the Borrower; and it is not in
default in any material respect under any such law, rule,
regulation, order, writ, judgment, injunction, decree,
determination or award or any such indenture, agreement, lease or
instrument.

(c) All authorizations, consents, approvals, licenses,
exemptions from or filings or registrations with any court or
governmental department, commission, board, bureau, agency or
instrumentality which are or will be necessary to the valid
execution, delivery or performance by (i) the Borrower of this
Agreement, the Notes, the other Loan Documents to which it is or
is to be a party and the Ancillary Agreements to which it is a
party and (ii) each of NEP and ▇▇▇▇ of the Ancillary Agreements
to which it is a party, have been duly obtained or made
(including, without limitation, the 1978 SEC Order, the 1985 SEC
Order, the 1995 SEC Order and the FERC Settlement), and are in
full force and effect.

(d) This Agreement constitutes, and the Notes and each of
the other Loan Documents to which it is or is to be a party when
delivered hereunder will constitute, a legal, valid and binding
obligation of the Borrower enforceable against the Borrower in
accordance with its terms.

(e) The Fuel Purchase Contract, true and complete copies of
which have been furnished to the Banks, has been duly authorized,
executed and delivered by all parties thereto, has not been
amended or otherwise modified except as consented to by the
Banks, and, if and so long as the CMA Conversion Date shall not
have occurred, is in full force and effect and is binding upon
and enforceable against all parties thereto in accordance with
its terms. There exists no default under the Fuel Purchase
Contract by any party thereto.

(f) The Capital Funds Agreement, true and complete copies
of which have been furnished to the Banks, has been duly
authorized, executed and delivered by all parties thereto, has
not been amended or otherwise modified except as consented to by
the Banks, and, if and so long as the CMA Conversion Date shall
not have occurred, is in full force and effect and is binding
upon and enforceable against all parties thereto in accordance
with its terms. There exists no default under the Capital Funds
Agreement by any party thereto.

(g) The Loan Agreement, true and complete copies of which
have been furnished to the Banks, has been duly authorized,
executed and delivered by all parties thereto, has not been
amended or otherwise modified except as consented to by the
Banks, and, if and so long as the CMA Conversion Date shall not
have occurred, is in full force and effect and is binding upon
and enforceable against all parties thereto in accordance with
its terms. There exists no default under the Loan Agreement by
any party thereto.

(h) The Partnership Agreement, true and complete copies of
which have been furnished to the Banks, has been duly authorized,
executed and delivered by all parties thereto, and has not been,
and (on or before the date of the initial Borrowing hereunder)
will not be, amended or otherwise modified (except that the
Borrower may amend, modify, renew or extend the term of the
Partnership Agreement, provided that the terms of the Partnership
Agreement as so amended, modified, renewed or extended, giving
due consideration to the standards and practices of the oil and
gas industry, are no less favorable to the Borrower than the
Partnership Agreement as in effect on the date hereof). The
Partnership Agreement is, and will remain, in full force and
effect, subject to termination in accordance with its terms. The
Partnership Agreement is binding upon and enforceable against all
parties thereto in accordance with its terms. There exists no
material default under the Partnership Agreement, or under any
other agreement evidencing a Hydrocarbon Property Venture, by any
party thereto.

(i) The Capital Maintenance Agreement, true and complete
copies of which have been furnished to the Banks, has been duly

authorized, executed and delivered by all parties thereto, has
not been amended or otherwise modified except as consented to by
the Banks, and is in full force and effect and is binding upon
and enforceable against all parties thereto in accordance with
its terms. There exists no default under the Capital Maintenance
Agreement by any party thereto.

(j) Except as outstanding on the date hereof under the
Existing Agreement, there are no mortgages, deeds of trust,
pledges, liens, security interests or other charges or
encumbrances upon or with respect to any property or other
interests of the Borrower other than as permitted under Section
5.02(a) hereof.

(k) Each of the orders referred to in Section 3.01(f), true
and correct copies of which have been furnished to the Banks, has
been duly and properly issued, has not been amended or otherwise
modified except by orders referred to in Section 3.01(f), is in
full force and effect in accordance with its terms.

(l) The NEP Assignment does now, and will at all times
prior to the CMA Conversion Date, constitute a valid and
perfected first priority security interest in and to the
Collateral described therein, enforceable against all third
parties in all jurisdictions, securing the payment of all
obligations purported to be secured thereby; and all action
required to perfect fully the security interest so constituted
has been taken and completed.

(m) The ▇▇▇▇ Assignment does now, and will at all times
prior to the CMA Conversion Date, constitute a valid and
perfected first priority security interest in and to the
Collateral described therein, enforceable against all third
parties in all jurisdictions, securing the payment of all
obligations purported to be secured thereby; and all action
required to perfect fully the security interest so constituted
has been taken and completed.

(n) The CMA Assignment does now, and will at all time
hereafter, constitute a valid and perfected first priority
security interest in and to the Collateral described therein,
enforceable against all third parties in all jurisdictions,
securing the payment of all obligations purported to be secured
thereby; all action required to perfect fully the security
interest so constituted has been taken and completed.

(o) The NEP Acknowledgment, when delivered hereunder, will
have been duly authorized, executed and delivered by NEP, will
not have been amended or otherwise modified and will at all times
prior to the CMA Conversion Date, constitute the legal, valid and
binding obligation of NEP enforceable against it in accordance
with its terms.

(p) The ▇▇▇▇ Acknowledgment, when delivered hereunder, will
have been duly authorized, executed and delivered by ▇▇▇▇, will
not have been amended or otherwise modified and will constitute
the legal, valid and binding obligation of ▇▇▇▇ enforceable
against it in accordance with its terms.

(q) The balance sheets of the Borrower, NEP and ▇▇▇▇ as at
December 31, 1994 and the related statements of income and
retained earnings for the fiscal years then ended, each certified
by Coopers & ▇▇▇▇▇▇▇, independent public accountants, copies of
which have been furnished to the Banks, fairly present the
financial condition, respectively, of the Borrower, NEP and ▇▇▇▇
as at such dates and the results of the operations, respectively,
of the Borrower, NEP and ▇▇▇▇ for the periods ended on such
dates, all in accordance with generally accepted accounting
principles applied on a consistent basis. Since December 31,
1994 there has been no material adverse change in such financial
condition or operations of the Borrower, NEP or ▇▇▇▇.

(r) The Borrower does not have any Plans. No Termination
Event has occurred, or is reasonably expected to occur, and no
Prohibited Transaction has occurred, with respect to any Plans of
the Borrower or any ERISA Affiliate of the Borrower.

(s) There are no actions, suits or proceedings pending or,
to its knowledge, threatened against or affecting the Borrower or
its properties before any court or governmental department,
commission, board, bureau, agency or instrumentality which, if
determined adversely, would have a material adverse effect on the
financial condition or operations of the Borrower. Except as
disclosed in the financial statements referred to in paragraph
(q) above, there are no actions, suits or proceedings pending or,
to its knowledge, threatened against or affecting NEP, ▇▇▇▇ or
their respective properties before any court or governmental
department, commission, board, bureau, agency or instrumentality
which, if determined adversely, would have an adverse effect on
the ability of NEP or ▇▇▇▇, as the case may be, to perform and
observe its Acknowledgment, the Capital Funds Agreement, the Loan
Agreement, the Fuel Purchase Contract or the Capital Maintenance
Agreement. The Borrower has no material contingent liabilities,
material liabilities for taxes, material unusual forward or
long-term commitments or material unrealized or unanticipated
losses from any unfavorable commitments, except as reflected in
the financial statements referred to in paragraph (q) above.

(t) The Borrower is not engaged in the business of
extending credit for the purpose of purchasing or carrying margin
stock (within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System) and no part of the
proceeds of any Advance will be used to purchase or carry margin
stock or to extend credit to others for the purpose of purchasing
or carrying any margin stock.

(u) No proceeds of any Advance will be used to acquire any
security in any transaction which is subject to Section 13 and 14
of the Securities Exchange Act of 1934.

(v) Neither the business nor the properties of the Borrower
or any Hydrocarbon Property Venture are affected by any fire,
explosion, accident, strike, lockout or other labor dispute,
drought, storm, hail, earthquake, embargo, act of God or of the
public enemy or other casualty (whether or not covered by
insurance), materially and adversely affecting the business or
properties or the operations of the Borrower or such Hydrocarbon
Property Venture, as the case may be, taken as a whole.

(w) The Borrower has filed all tax returns (Federal, state
and local) required to be filed and paid all taxes shown thereon
to be due, including interest and penalties, or provided adequate
reserves for payment thereof, except that the Borrower may not
have paid certain taxes being contested by it in good faith and
by proper proceedings and for which proper reserves have been
established.

(x) No information, exhibit or report furnished by the
Borrower to the Agent or to the Banks in connection with the
negotiation of this Agreement or pursuant to or in connection
with the Loan Documents, including, without limitation, the
Information Memorandum, contained any material misstatement of
fact or omitted to state a material fact or any fact necessary to
make the statements contained therein, in light of the
circumstances under which they were made, not misleading.

(y) All Hydrocarbon Properties (other than Post-1983
Hydrocarbon Properties) are entitled to the benefits of the Fuel
Purchase Contract.

(z) The Borrower is not an "investment company" within the
meaning ascribed to that term in the Investment Company Act of
1940, as amended.

ARTICLE V
COVENANTS OF THE BORROWER

SECTION 5.01. Affirmative Covenants Other Than Reporting
Requirements. (a) So long as any Note shall remain unpaid or
any Bank shall have any commitment to lend hereunder, the
Borrower (i) will and (ii) will use its best efforts to cause
each Hydrocarbon Property Venture to, unless the Majority Banks
shall otherwise consent in writing:

(i) Compliance with Laws, Etc. Comply in all material
respects with all applicable laws, rules, regulations and
orders.

(ii) Prudent Operation, Etc. Maintain, develop,
continuously operate and improve all Hydrocarbon Properties
in conformity with all applicable contracts and instruments
and in accordance with generally approved engineering and
other practices of prudent operators in the industry;
provided that, with respect to those portions of Hydrocarbon
Properties which are operated by Persons other than the
Borrower, the Borrower shall not be obligated to perform
undertakings performable only by such Persons (or which such
Persons have agreed to perform) and which are beyond the
control of the Borrower, provided that, the Borrower will
use its best efforts to bring about the performance of any
such undertakings by such Persons.

(iii) Payment of Taxes, Etc. Pay and discharge all
taxes, assessments and governmental charges or levies
imposed upon it or them or upon its or their income and
profits, or upon any properties belonging to it or them,
prior to the date on which penalties attach thereto, and all
lawful claims which, if unpaid, might become a lien or
charge upon any of its or their properties, provided that
neither the Borrower nor any Hydrocarbon Property Venture
shall be required to pay any such tax, assessment, charge,
levy or claim which is being contested by it or them in good
faith and by proper proceedings and for which proper
reserves have been established.

(iv) Maintenance of Insurance. Maintain insurance with
responsible and reputable insurance companies or
associations in such amounts and covering such risks as is
usually carried by companies engaged in similar businesses
and owning similar properties in the same general areas in
which it or they operate.

(v) Preservation of Existence, Etc. Preserve and
maintain its and their existence, rights, franchises and
privileges in the jurisdiction of its or their respective
incorporation or formation, and qualify and remain qualified
in each jurisdiction in which such qualification is
necessary or desirable in view of its or their business and
operations or the ownership of its or their properties;
subject, in the case of Samedan-NEEI, to the terms and
provisions of the Partnership Agreement and subject, in the
case of each other Hydrocarbon Property Venture, to the
terms and provisions of its comparable constituent agreement
or document.

(vi) Visitation Rights. At any reasonable time and
from time to time, permit the Agent or any Bank or any
agents or representatives thereof to examine and make copies
of and abstracts from the records and books of account of,
and visit the properties of, the Borrower or any Hydrocarbon
Property Venture and to discuss the affairs, finances and
accounts of the Borrower or any Hydrocarbon Property Venture
with any of its or their respective officers or directors.

(vii) Keeping of Records and Books of Account. Keep
adequate records and books of account, in which complete
entries will be made in accordance with generally accepted
accounting principles consistently applied, reflecting all
financial transactions of the Borrower and any Hydrocarbon
Property Venture.

(viii) Maintenance of Properties, Etc. Maintain and
preserve all of its or their properties necessary or useful
in the proper conduct of its or their business relating to
Hydrocarbons or Hydrocarbon Properties in good working order
and condition, ordinary wear and tear excepted, and, if any
of such properties is affected by any fire, explosion,
accident, drought, storm, hail, earthquake, act of God or of
the public enemy or other casualty, diligently take proper
steps to repair or replace such property.

(b) So long as any Note shall remain unpaid or any Bank
shall have any commitment to lend hereunder, the Borrower will,
unless the Majority Banks shall otherwise consent in writing:

(i) Performance of Ancillary Agreements. Perform and
observe all the material terms and provisions to be
performed or observed by it, of the Ancillary Agreements,
the Partnership Agreement and any other agreements
evidencing Hydrocarbon Property Ventures, maintain each such
agreement in full force and effect (subject, in the case of
the Partnership Agreement to termination in accordance with
its terms and in the case of the Fuel Purchase Contract, to
termination in accordance with Section 2.16 hereof), enforce
each such agreement in accordance with its terms, and take
all such action to such end as may be from time to time
requested by the Agent.

(ii) Notices and Requests Pursuant to Certain Ancillary
Agreements. Furnish to the Agent promptly upon receipt
thereof copies of all notices, requests and other documents
(other than as agreed by the Borrower and the Agent)
received by the Borrower under or pursuant to the Fuel
Purchase Contract, the Capital Funds Agreement, the Capital
Maintenance Agreement or the Loan Agreement and from time to
time, upon request of the Agent, and in accordance with the
terms of the respective Assignments thereof, make to NEP or
▇▇▇▇ such demands and requests for information and reports
or for action as the Borrower is entitled to make under the
Fuel Purchase Contract, the Capital Funds Agreement, the
Capital Maintenance Agreement or the Loan Agreement.

(iii) Notice of Provision. Give written notice to each
other party to a Hydrocarbon Property Venture of the terms
of Sections 5.02(g) and (j).

(iv) Sale of Hydrocarbon Properties' Production. So
long as the CMA Conversion Date has not occurred, sell to
NEP the fuel resulting from the refining of Hydrocarbons
produced from Hydrocarbon Properties (other than Post-1983
Hydrocarbon Properties), to the extent that such fuel meets
the requirements of NEP, exchange such Hydrocarbons to
obtain fuel meeting the requirements of NEP, and sell such
fuel to NEP or sell such Hydrocarbons to Persons other than
NEP, use the proceeds from such sales to purchase, as soon
as practicable, fuel meeting the requirements of NEP and
sell such fuel to NEP.

SECTION 5.02. Negative Covenants. So long as any Note
shall remain unpaid or any Bank shall have any commitment to lend
hereunder, the Borrower will not, without the prior written
consent of the Majority Banks:

(a) Lien. Create, incur, assume or suffer to exist, or
permit any Hydrocarbon Property Venture to create, incur, assume
or suffer to exist, any mortgage, deed of trust, pledge, lien,
security interest or other charge or encumbrance (including the
lien or retained security title of a conditional vendor), or any
other type of preferential arrangement (including production
payment financing), upon or with respect to any of the Collateral
or any Hydrocarbons, Hydrocarbon Properties or the Borrower's
interest in Samedan-NEEI or in any other Hydrocarbon Property
Venture or the Borrower's rights under any Ancillary Agreement,
or assign or otherwise convey, or permit any Hydrocarbon Property
Venture to assign or otherwise convey, any right to receive
income from any of the Collateral or any Hydrocarbons or
Hydrocarbon Properties or Ancillary Agreements, except that the

foregoing restrictions shall not apply to mortgages, deeds of
trust, pledges, liens, security interest or other charges or
encumbrances, or preferential arrangements, created by or
pursuant to the Loan Documents or:

(i) arising in connection with the separate fuel
procurement and inventory activities of the Borrower
authorized by the SEC in the 1978 SEC Order, if limited to
Inventoried Fuel and the proceeds from the sale thereof;

(ii) for taxes, assessments or governmental charges or
levies on property of the Borrower or any Hydrocarbon
Property Venture if the same shall not at the time be
delinquent or thereafter can be paid without penalty, or are
being contested in good faith and by appropriate
proceedings;

(iii) imposed by law, such as carriers', workmen's,
materialmen's, warehousemen's and mechanics' liens and other
similar liens arising in the ordinary course of business in
respect of obligations which are not yet due or which are
being contested in good faith and by appropriate
proceedings;

(iv) arising out of pledges or deposits under workmen's
compensation laws, unemployment insurance, old age pensions,
or other similar social security or retirement benefits, or
similar legislation;

(v) upon Hydrocarbon Properties beneficially owned by
any Hydrocarbon Property Venture, to secure obligations
(other than Indebtedness) incurred in the ordinary course of
business; or

(vi) as in effect on the date hereof under the Existing
Agreement.

(b) Indebtedness. Create, incur, assume or suffer to exist
any Indebtedness, other than Indebtedness under the Loan
Documents, Subordinated Debt, and Indebtedness incurred in the
ordinary course of business for the deferred purchase price of
property or services on ordinary trade terms.

(c) Partial Asset Sale. Sell, assign, lease or otherwise
dispose of any of its interest in any Hydrocarbon Properties
(other than sales of Hydrocarbons after severance in the ordinary
course of business), unless the provisions of Section 2.11(d)
hereof shall have been complied with in respect of any resulting
decrease in the FPC Borrowing Base or CMA Borrowing Base.

(d) Hydrocarbon Property Ventures Agreement. With respect
to the Ancillary Agreements, the Partnership Agreement and any
other agreement evidencing Hydrocarbon Property Ventures:

(i) Cancel, terminate or fail to renew any such
agreement or consent to or accept any cancellation or
termination thereof (except that the Borrower may terminate,
cancel, fail to renew, or consent to or accept any
cancellation or termination of, (A) the Partnership
Agreement in accordance with its terms, (B) the Fuel
Purchase Contract in accordance with Section 2.16 and
(C) the Capital Funds Agreement and the Loan Agreement so
long as the CMA Conversion Date shall have occurred).

(ii) Amend or otherwise modify any such agreement or
the definition of "current reserve estimates" set forth in
subsection (f)(i) below, or give any consent to any
departure from or waiver of any of the terms or provisions
of any such agreement or definition (except that the
Borrower may amend, modify, renew or extend the term of the
Partnership Agreement, provided that the terms of the
Partnership Agreement as so amended, modified, renewed or
extended, giving due consideration to the standards and
practices of the oil and gas industry, are no less favorable
to the Borrower than the Partnership Agreement as in effect
on the date hereof).

(iii) Take any other action in connection with any such
agreement which would impair the value of the interest or
rights of the Borrower, the Banks or the Agent thereunder or
the ability of the Borrower to make the payments required
hereunder and under the Notes.

(e) Amendment of Order. Seek, petition or make application
for or consent to any amendment, alteration, modification or
termination of the 1978 SEC Order, the 1985 SEC Order, the 1995
SEC Order or the FERC Settlement.

(f) Sale of Hydrocarbon Properties' Production.

(i) So long as the CMA Conversion Date has not
occurred, sell, exchange or otherwise dispose of any
Hydrocarbons produced from Hydrocarbon Properties (other
than Post-1983 Hydrocarbon Properties) except as follows:
sell to NEP the fuel resulting from the refining of such
Hydrocarbons, to the extent that such fuel meets the
requirements of NEP, exchange such Hydrocarbons to obtain
fuel meeting the requirements of NEP, but only if the fuel
acquired is sold by the Borrower to NEP or sell such
Hydrocarbons to Persons other than NEP, but only if the
proceeds to the Borrower from such sales (to the

extent necessary to purchase or acquire an equivalent amount
of barrels to those so sold) are used by the Borrower as
soon as practicable to purchase or acquire fuel meeting
NEP's requirements and such fuel is then sold to NEP; sell
fuel described in clauses (A), (B) and (C) above to NEP at a
price other than determined in accordance with the pricing
policy set forth in the 1978 SEC Order as amended by the
1985 SEC Order; and utilize for the purpose of determining
"current reserve estimates" (as such term is used in the
1978 SEC Order and the 1985 SEC Order) an amount other than
the amount of Proved and Probable Reserves, or such lesser
amount as may be determined by the Borrower.

(ii) At any time with respect to Post-1983 Hydrocarbon
Properties and on or after the CMA Conversion Date with
respect to any Hydrocarbons produced from Hydrocarbon
Properties, sell, exchange or otherwise dispose of such
Hydrocarbons produced from such Hydrocarbon Properties, for
less than fair market value thereof at the wellhead when
sold (taking into account comparable quantity and quality of
production and comparable markets and market conditions, it
being understood that the Borrower may elect whether to sell
in interstate or intrastate commerce) or, in the case of
sales pursuant to then existing sales contracts, at less
than the contract prices receivable thereunder.

(g) Terms of Hydrocarbon Property Venture Agreement. Enter
into or remain a party to any Hydrocarbon Property Venture which
is permitted to sell, transfer, assign, mortgage, pledge or
encumber any Hydrocarbon Properties without the Borrower's
consent or which does not grant the Borrower the option, subject
to the operating agreements in effect from time to time, to take
in kind the portion of the production of such Hydrocarbon
Property Venture attributable to the Borrower in each case,
except as provided in the Partnership Agreement.

(h) Mergers, Etc. Merge with or into or consolidate with
or into, or sell, assign, lease or otherwise dispose of (whether
in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter
acquired) to, any Person or Persons.

(i) Restrictions on Business of the Borrower. (i) Acquire
by any means, any Hydrocarbon Property which would not be
entitled to the benefit of the Fuel Purchase Agreement or
(ii) engage in any business or activity other than, (A) with
respect to Hydrocarbons, (1) the exploration for and development
of Hydrocarbon Properties and the production, processing,
refining and sale of Hydrocarbons therefrom, (2) the sale,
exchange and transportation of Hydrocarbons, and (3) those
activities reasonably incident thereto; (B) with respect to
Inventoried Fuel, (1) the procurement, inventorying, sale and
transportation of Inventoried Fuel and (2) those activities
reasonably incident thereto.

(j) Restrictions on Business of Hydrocarbon Property
Venture. Permit any Hydrocarbon Property Venture to engage in
any business other than exploration, development, production,
processing, refining, transportation or marketing in respect of
Hydrocarbons.

(k) Dividends. So long as the CMA Conversion Date has not
occurred or an event has occurred and is continuing that
constitutes an Event of Default or that would constitute an Event
of Default but for the requirement that notice be given or time
elapse or both, declare or pay any dividends, purchase, redeem,
retire or otherwise acquire for value any of its capital stock
now or hereafter outstanding, return any capital to its
stockholders as such, or make any distribution of assets to its
stockholders as such.

(l) Investments. Make any loan or advance to any Person
(including, without limitation, any Hydrocarbon Property Venture)
or purchase or otherwise acquire any capital stock, obligation or
other security of, make any capital contribution to, or otherwise
invest in, any Person (including, without limitation, any
Hydrocarbon Property Venture) other than Permitted Investments;
provided, however, that the Borrower may make any capital
contribution required by the Partnership Agreement.

(m) Subsidiaries. Create or suffer to exist any
Subsidiary.

(n) Plans, Etc. Permit to exist any occurrence of any
Reportable Event, or any other event or condition, which presents
a material (in the reasonable opinion of the Majority Banks) risk
of termination by the PBGC of any Plan of the Borrower or, having
used anything less than its best efforts, any of its ERISA
Affiliates, which termination will result in any material (in the
reasonable opinion of the Majority Banks) liability of the
Borrower or such ERISA Affiliate to the PBGC.

SECTION 5.03. Reporting Requirement. So long as any Note
shall remain unpaid or any Bank shall have any commitment to lend
hereunder, the Borrower will, unless the Majority Banks shall
otherwise consent in writing, furnish to the Agent and each Bank:

(a) as soon as possible and in any event within five days
after the occurrence of each Event of Default or each event
which, with the giving of notice or lapse of time or both, would
constitute an Event of Default, continuing on the date of such

statement, the statement of the Vice President-Finance, Treasurer
or Controller of the Borrower setting forth details of such Event
of Default or event and the action which the Borrower proposes to
take with respect thereto;

(b) as soon as available and in any event within 60 days
after the end of each of the first three quarters of each fiscal
year of the Borrower, NEP or ▇▇▇▇, a balance sheet of the
Borrower, NEP or ▇▇▇▇ (as the case may be) as of the end of such
quarter and the related statements of income and retained
earnings and of cash flows for the period commencing at the end
of the previous fiscal year and ending with the end of such
quarter, setting forth in each case in comparative form the
corresponding figures for the corresponding period of the
preceding fiscal year, all in reasonable detail and duly
certified (subject to year-end audit adjustments) by the Vice
President-Finance, Treasurer or Controller of the Borrower, NEP
or ▇▇▇▇ (as the case may be) as having been prepared in
accordance with generally accepted accounting principles,
together with (in the case of the Borrower only) a certificate of
said officer of the Borrower stating that he has no knowledge
that an Event of Default, or an event which, with the giving of
notice or the lapse of time or both, would constitute an Event of
Default, has occurred and is continuing or, if an Event of
Default or such event has occurred and is continuing, a statement
as to the nature thereof and the action which the Borrower
proposes to take with respect thereto;

(c) as soon as available and in any event within 120 days
after the end of each fiscal year of the Borrower, NEP or ▇▇▇▇,
beginning with its fiscal year ending in 1995 a balance sheet of
the Borrower, NEP or ▇▇▇▇ (as the case may be) as of the end of
such fiscal year and the related statements of income and
retained earnings and of cash flows, certified by Coopers &
▇▇▇▇▇▇▇ or other independent public accountants of recognized
standing acceptable to the Majority Banks, together with a
certificate of such accounting firm to the Agent and the Banks
stating that in the course of its audit, which audit was
conducted by such accounting firm in accordance with generally
accepted auditing standards, such accounting firm has obtained no
knowledge that an Event of Default, or an event which, with the
giving of notice or the lapse of time or both, would constitute
an Event of Default, has occurred and is continuing, or if, in
the opinion of such accounting firm, an Event of Default or such
event has occurred and is continuing, a statement as to the
nature thereof;

(d) promptly after the sending or filing thereof, and in
any event at the time of the delivery of the reports delivered
pursuant to paragraphs (b) and (c) above, the Rule 24 Report in
respect of such calendar quarter together with a balance sheet of
the Borrower prepared on a basis consistent with the balance
sheet contained in the Rule 24 Report filed with the SEC on
February 14, 1995, duly certified (subject to year-end audit
adjustments) by the Vice President-Finance, Treasurer or
Controller of the Borrower, as having been prepared in accordance
with this paragraph;

(e) promptly upon its receipt of requests therefor from the
Agent, copies of all financial statements, reports, notices,
requests or other documents received or given by the Borrower in
connection with any Hydrocarbon Property Venture;

(f) promptly after the commencement thereof, notice of all
actions, suits and proceedings before any court of governmental
department, commission, board, bureau, agency or instrumentality
affecting the Borrower, NEP, ▇▇▇▇ or any Hydrocarbon Property
Venture of the type described in Section 4.01(s);

(g) promptly after the sending or filing thereof, copies of
all proxy statements, financial statements and reports which ▇▇▇▇
sends to its stockholders, copies of all press releases issued by
or with the authorization of the Borrower, NEP or ▇▇▇▇, and
copies of all regular, periodic and special reports which the
Borrower, NEP or ▇▇▇▇ files with the SEC (including, but not
limited to, Rule 24 Reports but excluding reports of a routine
nature as agreed between the Borrower and the Agent) or any
governmental authority which may be substituted therefor, or with
any national securities exchange;

(h) upon request of any Bank, through the Agent, within 60
days after the end of each calendar quarter, a report of the
Borrower showing, for such calendar quarter, the gross
quantities of oil, gas, gas liquids and other products included
in the production of Hydrocarbons from Proved and Probable
Reserves (stated in barrels for oil and liquid oil products, MCF
for gas and barrels for gas liquids) and the net quantities of
oil, gas, gas liquids and other products included in the
production of Hydrocarbons from Proved and Probable Reserves
(stated in barrels for oil and products, MCF for gas and barrels
for gas liquids);

(i) promptly after the filing or receiving thereof, copies
of all reports and notices which the Borrower or any ERISA
Affiliate of the Borrower files under ERISA with the Internal
Revenue Service or the PBGC or the U.S. Department of Labor or
which the Borrower or any such ERISA Affiliate receives from the
PBGC or the U.S. Department of Labor; and promptly after the
filing thereof, copies of IRS form 5500 filed by the Borrower,
NEP and ▇▇▇▇;

(j) promptly after the filing or receiving thereof, copies
of all petitions, notices, protests, complaints, pleadings or
other filings seeking amendment or modification of any of the
Ancillary Agreements or any regulatory approvals, consents or
authorizations provided in connection therewith; and

(k) such other information respecting the business, the
properties or the condition or operations, financial or
otherwise, of the Borrower, NEP, ▇▇▇▇ or any Hydrocarbon Property
Venture as the Agent may from time to time reasonably request.

ARTICLE VI
EVENTS OF DEFAULT

SECTION 6.01. Events of Default. If any of the following
events ("Events of Default") shall occur and be continuing:

(a) The Borrower shall fail to pay any principal of any
Note when the same becomes due, or shall fail to pay any interest
or fees or other amounts due hereunder within five days after the
same shall have become due; or

(b) Any representation or warranty made or deemed made by
the Borrower herein or by the Borrower, NEP or ▇▇▇▇ in any other
Loan Document, or by the Borrower, NEP or ▇▇▇▇ (or any of their
respective officers) in connection with this Agreement shall
prove to have been incorrect in any material respect when made or
deemed made; or

(c) The Borrower shall fail to perform or observe any term,
covenant or agreement contained in Section 5.01(b)(i) through
(b)(ii), inclusive, or Section 5.02 and such failure remains
unremedied for ten days after written notice thereof shall have
been given to the Borrower; or the Borrower, NEP or ▇▇▇▇ shall
fail to perform or observe any term, covenant or agreement to be
performed by any or all of them under any of the Ancillary
Agreements; or the Borrower, NEP or ▇▇▇▇ shall fail to perform or
observe any other term, covenant or agreement contained in this
Agreement or any other Loan Document on its part to be performed
or observed if the failure to perform or observe such other term,
covenant or agreement shall remain unremedied for 30 days after
written notice thereof shall have been given to the Borrower, NEP
or ▇▇▇▇, as the case may be, by the Agent or any Bank; or

(d) The pricing formula contained in the 1978 SEC Order, as
modified by the 1985 SEC Order, and relating to the sale of
Hydrocarbons pursuant to the Fuel Purchase Contract shall be
amended, altered or modified other than with the consent of the

Banks or to reflect the termination of the Fuel Purchase Contract
in a manner consistent with the 1985 SEC Order and Section 2.16
hereof (if, in the sole judgment of the Banks, which judgment
shall be reasonably exercised, such amendment, alteration or
modification is likely to have an adverse effect on the ability
of the Borrower to make the payments required under this
Agreement or under the Notes) or shall be terminated or cease to
be applicable to the sale of Hydrocarbons produced from
Hydrocarbon Properties (other than Post-1983 Hydrocarbon
Properties), other than with the consent of the Banks or in
connection with the termination of the Fuel Purchase Contract in
a manner consistent with the 1985 SEC Order and Section 2.16
hereof; or

(e) The Borrower, ▇▇▇▇ or NEP shall fail to pay any
principal of or premium or interest on any Indebtedness which is
outstanding in a principal amount of at least $1,000,000 in the
aggregate (but excluding Indebtedness evidenced by the Notes) of
the Borrower, ▇▇▇▇ or NEP (as the case may be), when the same
becomes due and payable (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise), and such failure
shall continue after the applicable grace period, if any,
specified in the agreement or instrument relating to such
Indebtedness; or any other event shall occur or condition shall
exist under any agreement or instrument relating to any such
Indebtedness and shall continue after the applicable grace
period, if any, specified in such agreement or instrument, if the
effect of such event or condition is to accelerate, or to permit
the acceleration of, the maturity of such Indebtedness, unless
such occurrence or condition shall have been waived by all
holders of such Indebtedness; or any such Indebtedness shall be
declared to be due and payable, or required to be prepaid (other
than by a regularly scheduled required prepayment), prior to the
stated maturity thereof; or

(f) This Agreement, the Notes or any of the other Loan
Documents, or any of the Ancillary Agreements shall, at any time
after their respective execution and delivery and for any reason,
cease to be in full force and effect in accordance with its terms
or shall be declared to be null and void, or the validity or
enforceability thereof shall be contested by the Borrower, NEP or
▇▇▇▇, or the Borrower, NEP or ▇▇▇▇ shall deny that it has any or
further liability or obligation under this Agreement, the Notes
or any of the other Loan Documents, or any of the Ancillary
Agreements to which it is a party, except in connection with the
termination of the Fuel Purchase Contract in a manner consistent
with the 1985 SEC Order and Section 2.16 hereof; or

(g) Any Collateral Assignment shall, at any time after its
execution and delivery and for any reason, cease to constitute a
valid and subsisting lien and a valid and perfected security

interest in and to the property purported to be subject to such
Collateral Assignment, except to reflect the termination of the
Fuel Purchase Contract in a manner consistent with the 1985 SEC
Order and Section 2.16 hereof; or

(h) The Borrower, NEP or ▇▇▇▇ shall generally not pay its
debts as such debts become due, shall admit in writing its
inability to pay its debts generally, or shall make a general
assignment for the benefit of creditors; or any proceeding shall
be instituted by or against the Borrower, NEP or ▇▇▇▇ seeking to
adjudicate it a bankrupt or insolvent, or seeking liquidation,
winding up, reorganization, arrangement, adjustment, protection,
relief, or composition of it or 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; or the Borrower,
NEP or ▇▇▇▇ shall take any corporate action to authorize any of
the actions set forth above in this subsection (h); or

(i) Any Plan of the Borrower or any ERISA Affiliate of the
Borrower shall fail to maintain the minimum funding standards
required by Section 412 of the Internal Revenue Code for any plan
year or a waiver of such standard is sought or granted under
Section 412(d) of the Internal Revenue Code, or any Plan of the
Borrower or any ERISA Affiliate of the Borrower is, shall have
been or will be terminated or the subject of termination
proceedings under ERISA, or the Borrower or any ERISA Affiliate
of the Borrower has incurred or will incur a liability to or on
account of any Plan under Sections 4062, 4063 or 4064 of ERISA
and there shall result from such event either a liability or a
material risk of incurring a liability to the PBGC or any Plan,
or any Termination Event with respect to any Plan of the Borrower
or any ERISA Affiliate of the Borrower shall have occurred, and
(i) such Termination Event (if correctable) shall not have been
corrected and (ii) the then-present value of such Plan's vested
benefits exceeds the then-current value of assets accumulated in
such Plan by more than the amount of $5,000,000 (or in the case
of a Termination Event involving the withdrawal of a "substantial
employer" (as defined in Section 4001(a)(2) of ERISA), the
withdrawing employer's proportionate share of such excess shall
exceed such amount); or

(j) The Borrower or any of its ERISA Affiliates as employer
under a Multiemployer Plan shall have made a complete or partial
withdrawal from such Multiemployer Plan and the plan sponsor of
such Multiemployer Plan shall have notified such withdrawing
employer that such employer has incurred a withdrawal liability
in an annual amount exceeding $5,000,000; or

(k) Any judgment or order for the payment of money in
excess of $500,000 shall be rendered against the Borrower or
Samedan-NEEI and either (i) enforcement proceedings shall have
been commenced by any creditor upon such judgment or order or
(ii) there shall be any period of 10 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 a
final judgment for the payment of money in excess of $10,000,000
shall be rendered against the Borrower or Samedan-NEEI and the
payment of such sum would have (in the reasonable judgment of the
Majority Banks) a material adverse effect on the financial
condition or operations of the Borrower or Samedan-NEEI;

then, and in any such event, the Agent (i) shall at the request,
or may with the consent, of the Banks having aggregate
Percentages of the Commitment in excess of 50%, by notice to the
Borrower, declare the obligation of each Bank to make Advances to
be terminated, whereupon the same shall immediately terminate,
and (ii) shall at the request, or may with the consent, of the
Banks owed more than 50% of the then aggregate unpaid principal
amount of the Advances owing to Banks, by notice to the Borrower,
declare the Notes, all interest thereon and all other amounts
payable under this Agreement to be forthwith due and payable,
whereupon the Notes, all such interest and all such amounts shall
become and be forthwith due and payable, without presentment,
demand, protest or further notice of any kind, all of which are
hereby expressly waived by the Borrower; provided, however, that
in the event of an actual or deemed entry of an order for relief
with respect to the Borrower under the Federal Bankruptcy Code,
(A) the obligation of each Bank to make Advances shall
automatically be terminated and (B) the Notes, 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 the
Borrower.

ARTICLE VII
THE AGENT

SECTION 7.01. Authorization and Action. Each Bank hereby
appoints and authorizes the Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement and
the other Loan Documents as are delegated to the Agent by the
terms hereof, together with such powers as are reasonably
incidental thereto. As to any matters not expressly provided for
by this Agreement (including, without limitation, enforcement or
collection of the Notes) or any other Loan Document, the 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 Banks (or such
other number of Banks as may be specified by any provision
hereof), and such instructions shall be binding upon all Banks
and all holders of Notes; provided, however, that the Agent shall
not be required to take any action which exposes the Agent to

personal liability or which is contrary to this Agreement or
applicable law. The Agent shall not consent to any amendment to
any Collateral Assignment or any Acknowledgement without the
prior written consent of the Majority Lenders (or such other
number of Banks as specified in Section 8.01). The Agent agrees
to give to each Bank prompt notice of each notice given to it by
the Borrower pursuant to the terms of this Agreement or any Loan
Document.

SECTION 7.02. Agent's Reliance, Etc. Neither the Agent nor
any of its directors, officers, shareholders, agents or employees
shall be liable for any action taken or omitted to be taken by it
or them under or in connection with this Agreement or any other
Loan Document, except for its or their own gross negligence or
wilful misconduct. Without limitation of the generality of the
foregoing, the Agent: (i) may treat the payee of any note as the
holder thereof until the Agent receives and accepts a Bank
Assignment providing for the assignment thereof, in accordance
with Section 8.07, or receives other written notice of the
assignment or transfer thereof signed by such payee and in form
satisfactory to the Agent; (ii) may consult with legal counsel
(including counsel for the Borrower), independent public
accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith
by it in accordance with the advice of such counsel, accountants
or experts; (iii) makes no warranty or representation to any Bank
and shall not be responsible to any Bank for any statements,
warranties or representations made in or in connection with this
Agreement, in the Information Memorandum or otherwise; (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 this Agreement, any other Loan Document or any of
the Ancillary Agreements on the part of the Borrower, NEP, ▇▇▇▇
or any Hydrocarbon Property Venture or to inspect the property
(including the books and records) of the Borrower, NEP, ▇▇▇▇ or
any Hydrocarbon Property Venture; (v) shall not be responsible to
any Bank for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this
Agreement or any other instrument or document furnished pursuant
hereto; and (vi) shall incur no liability under or in respect of
this Agreement or any other Loan Document or any of the Ancillary
Agreements by acting upon any notice, consent, certificate or
other instrument or writing (which may be by telecopy, telegram,
cable or telex) believed by it to be genuine and signed or sent
by the proper party or parties.

SECTION 7.03. Credit Suisse and Affiliates. With respect
to its Percentage, the Advances made by it and the Notes issued
to it, Credit Suisse shall have the same rights and powers under
this Agreement as any other Bank and may exercise the same as
though it were not the Agent; and the term "Bank" or "Banks"
shall, unless otherwise expressly indicated, include Credit
Suisse in its individual capacity. Credit Suisse 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, the Borrower, any of its affiliates and any Person
who may do business with or own securities of the Borrower, any
such affiliates or any Hydrocarbon Property Venture, all as if
Credit Suisse were not the Agent and without any duty to account
therefor to the Banks.

SECTION 7.04. Bank Credit Decision. Each Bank acknowledges
that it has, independently and without reliance upon the Agent or
any other Bank and based on the financial statements referred to
in Section 4.01 and such other documents and information as it
has deemed appropriate, made its own credit analysis and decision
to enter into this Agreement. Each Bank also acknowledges that
it will, independently and without reliance upon the Agent or any
other Bank 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 7.05. Indemnification. The Banks agree to
indemnify the Agent (to the extent not reimbursed by the
Borrower), ratably according to the respective principal amounts
of the Committed Notes then held by each of them (or if no
Committed Notes are at the time outstanding ratably according to
their respective Percentages), 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 Agent in any way relating to or arising out
of this Agreement or any action taken or omitted by the Agent
under this Agreement, provided that no Bank shall be liable for
any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the Agent's gross negligence or
wilful misconduct. Without limitation of the foregoing, each
Bank agrees to reimburse the Agent promptly upon demand for its
ratable share of any out-of-pocket expenses (including counsel
fees) incurred by the Agent in connection with the preparation,
execution, delivery, filing, recording, administration,
modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice
in respect of rights or responsibilities under, this Agreement,
to the extent that the Agent is not reimbursed for such expenses
by the Borrower.

SECTION 7.06. Successor Agent. The Agent may resign at any
time by giving written notice thereof to the Banks and the
Borrower and may be removed at any time with or without cause by
the Majority Banks. Upon any such resignation or removal, the
Majority Banks shall have the right to appoint a successor Agent,
with the consent of the Borrower (which shall not unreasonably be
withheld). If no successor Agent shall have been so appointed by
the Majority Banks, and shall have accepted such appointment,
within 30 days after the retiring Agent's giving of notice of
resignation or the Majority Banks' removal of the retiring Agent,
then the retiring Agent may, on behalf of the Banks, with the
consent of the Borrower (which shall not unreasonably be
withheld), appoint a successor Agent, which shall be a commercial
bank organized under the laws of the United States of America or
of any State thereof or the Dominion of Canada and having a
combined capital and surplus of at least $100,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor
Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the
retiring Agent, and the retiring Agent shall be discharged from
its duties and obligations under this Agreement. After any
retiring Agent's resignation or removal hereunder as Agent, the
provisions of this Article VII shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was Agent
under this Agreement.

ARTICLE VIII
MISCELLANEOUS

SECTION 8.01. Amendments, Etc. No amendment or waiver of
any provision of this Agreement or the Notes, nor consent to any
departure by the Borrower therefrom, shall in any event be
effective unless the same shall be in writing and signed by the
Majority Banks and the Borrower, 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 Banks, do any of the following: (a) waive any of the
conditions specified in Sections 3.01 or 3.02, (b) increase the
Percentages of the Banks or subject the Banks to any additional
obligations, (c) reduce the principal of, or interest on, the
Committed Notes or any fees or other amounts payable hereunder,
(d) postpone any date fixed for any payment of principal of, or
interest on, the Committed Notes or any fees or other amounts
payable hereunder, (e) postpone any scheduled Commitment
reduction under Section 2.06(a), (f) release any Collateral
except as shall be otherwise provided in any Loan Document, (g)
release or excuse, in whole or in part, any obligations of the
Borrower, ▇▇▇▇ or NEP under any Ancillary Agreement, (h) change
the percentage of any Percentage or of the aggregate unpaid
principal amount of the Advances, or the number of Banks, which
shall be required for the Banks or any of them to take any action
hereunder or (i) amend this Section 8.01; provided, further, that
no amendment, waiver or consent shall, unless in writing and
signed by the Bank holding the relevant Competitive Note:

(x) reduce the principal of, or interest on, a Competitive Note
or (y) postpone any date fixed for any payment of principal of,
or interest on, a Competitive Note; and provided, further, that
no amendment, waiver or consent shall, unless in writing and
signed by the Agent in addition to the Banks required above to
take such action, affect the rights or duties of the Agent under
this Agreement, any other Loan Document or any of the Ancillary
Agreements.

SECTION 8.02. Notices, Etc. All notices and other
communications provided for hereunder shall be in writing
(including telegraphic, telecopy, telex or cable communication)
and mailed, telegraphed, telecopied, telexed, cabled or
delivered, if to the Borrower, at its address at ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, Treasurer; if to any Bank, at its Domestic Lending
Office specified opposite its name on Schedule I hereto; and if
to the Agent, at its address at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Syndications; 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, telegraphed, telecopied,
telexed or cabled, be effective three days following deposit in
the mails, when delivered to the telegraph company, when
telecopied, when confirmed by telex answerback or when delivered
to the cable company, respectively, addressed as aforesaid,
except that notices and communications to the Agent pursuant to
Article II, VII or VIII shall not be effective until received by
the Agent.

SECTION 8.03. No Waiver; Remedies. No failure on the part
of any Bank or the Agent to exercise, and no delay in exercising,
any right hereunder or under any Note or other 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 8.04. Costs and Expenses. (a) The Borrower agrees
to pay on demand all costs and expenses in connection with the
preparation, execution, delivery, filing, recording,
administration, modification and amendment of this Agreement, the
Notes, the other Loan Documents and the other documents to be
delivered hereunder and thereunder, including, without
limitation, (i) all reasonable expenses of the Agent, including
expenses for travel, communications, couriers and filing fees and
(ii) the reasonable fees and out-of-pocket expenses of counsel
for the Agent, and local or special counsel who may be retained
by said counsel, with respect thereto and with respect to
advising the Agent as to its rights and responsibilities under
this Agreement and the other Loan Documents; and, upon the
occurrence and during the continuance of an Event of Default or
an event which, with the giving of notice or the lapse of time or
both, would constitute an Event of Default, the Borrower agrees
to pay all costs and expenses, if any (including, without

limitation, reasonable counsel fees and expenses), incurred by
the Agent and the Banks in connection with the enforcement
(whether through negotiations, legal proceedings or otherwise) of
this Agreement, the Notes, the other Loan Documents and the other
documents to be delivered hereunder and thereunder.

(b) If any payment of principal of any Eurodollar Rate
Advance or Competitive Advance is made other than on the last day
of the Interest Period for such Advance, as a result of a payment
pursuant to Section 2.11 or acceleration of the maturity of the
Notes pursuant to Section 6.01 or for any other reason, the
Borrower shall, upon demand by any Bank (with a copy of such
demand to the Agent), pay to the Agent for the account of such
Bank any amounts required to compensate such Bank for any
additional losses, costs or expenses which it may reasonably
incur as a result of such payment, including, without limitation,
any loss (including Funding Losses), cost or expense incurred by
reason of the liquidation or reemployment of deposits or other
funds acquired by any Bank to fund or maintain such Advance.

SECTION 8.05. Right of Set-off. Upon (i) the occurrence
and during the continuance of any Event of Default and (ii) the
making of the request or the granting of the consent specified by
Section 6.01 to authorize the Agent to declare the Notes due and
payable pursuant to the provisions of Section 6.01, each Bank is
hereby authorized at any time and from time to time, without
notice to the Borrower (any such notice being expressly waived by
the Borrower) 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 Bank to or
for the credit or the account of the Borrower against any and all
of the obligations of the Borrower now or hereafter existing
under this Agreement and any Note held by such Bank, irrespective
of whether or not such Bank shall have made any demand under this
Agreement or such Note and although such obligations may be
unmatured. Each Bank agrees promptly to notify the Borrower
after any such set-off and application made by such Bank;
provided that the failure to give such notice shall not affect
the validity of such set-off and application. The rights of each
Bank under this Section are in addition to other rights and
remedies (including, without limitation, other rights of set-off)
which such Bank may have.

SECTION 8.06. Binding Effect. This Agreement shall become
effective when it shall have been executed by the Borrower and
the Agent and when the Agent shall have been notified by each
Bank that such Bank has executed it and thereafter shall be
binding upon and inure to the benefit of the Borrower, the Agent
and each Bank and their respective successors and assigns, except
that the Borrower shall not have the right to assign its rights
hereunder or any interest herein without the prior written
consent of the Banks.

SECTION 8.07. Assignments and Participations. (a) Each
Bank may (following consultation with the Borrower) assign to one
or more other Banks or other Persons all or a portion of its
rights and obligations under this Agreement (including, without
limitation, all or a portion of its commitment to lend hereunder,
its Percentage, the Advances owing to it and the Note or Notes
held by it); provided, however, that (i) each such assignment
shall be of a constant, and not a varying, percentage of all
(other than any Competitive Advances owing to such Bank or any
Competitive Notes held by it unless such Competitive Advances are
being assigned hereunder in accordance with subsection (e)
hereof) of the assigning Bank's rights and obligations under this
Agreement, (ii) the amount of the commitment to lend, Percentage,
Advances or Notes of the assigning Bank being assigned pursuant
to each such assignment (determined as of the date of the Bank
Assignment with respect to such assignment) shall in no event be
less than $5,000,000 and shall be an integral multiple of
$1,000,000, and (iii) the parties to each such assignment shall
execute and deliver to the Agent, for its acceptance and
recording in the Register, a Bank Assignment, together with any
Notes subject to such assignment and a processing and recordation
fee of $2,500 and the Agent shall record such assignment in the
Register within five Business Days of receipt of such Bank
Assignment, Notes and fee. Upon such execution, delivery and
acceptance, from and after the effective date specified in each
Bank Assignment, (x) the Bank assignee thereunder shall be a
party hereto and, to the extent that rights and obligations
hereunder have been assigned to it pursuant to such Bank
Assignment, have the rights and obligations of a Bank hereunder
and (y) the Bank assignor thereunder shall, to the extent that
rights and obligations hereunder have been assigned by it
pursuant to such Bank Assignment, relinquish its rights and be
released from its obligations under this Agreement (and, in the
case of a Bank Assignment covering all or the remaining portion
of an assigning Bank's rights and obligations under this
Agreement, such Bank shall cease to be a party hereto). It is
understood and agreed that a Bank may enter into a separate
agreement with its assignee covering matters not covered by a
Bank Assignment, so long as the terms and conditions of such
separate agreement shall not be inconsistent with the terms and
conditions of such Bank Assignment. Each Bank making an
assignment hereunder shall notify the Borrower of such
assignment, the identity of the assignee and the amount of its
interests assigned; provided, however, that the failure to give
such notice shall not affect the effectiveness of such assignment
or the obligations of the Borrower hereunder.

(b) By executing and delivering a Bank Assignment, the Bank
assignor thereunder and the Bank assignee thereunder confirm to
and agree with each other and the other parties hereto as
follows: (i) other than as provided in such Bank Assignment,
such assigning Bank makes no representation or warranty and
assumes no responsibility with respect to any statements,

warranties or representations made in or in connection with this
Agreement, any other Loan Document or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of
this Agreement, any other Loan Document or any other instrument
or document furnished pursuant hereto or thereto; (ii) such
assigning Bank makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the
Borrower or the performance or observance by the Borrower of any
of its obligations under this Agreement, any other Loan Document
or any other instrument or document furnished pursuant hereto or
thereto; (iii) such assignee confirms that it has received a copy
of this Agreement and the other Loan Documents, together with
copies of the financial statements referred to in Section 4.01
and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter
into such Bank Assignment; (iv) such assignee will, independently
and without reliance upon the Agent, such assigning Bank or any
other Bank and based on such documents and information as it
shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this
Agreement and the other Loan Documents; (v) such assignee
appoints and authorizes the Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement as
are delegated to the Agent by the terms hereof, together with
such powers as are reasonably incidental thereto; and (vi) such
assignee agrees that it will perform in accordance with their
terms all of the obligations which by the terms of this Agreement
are required to be performed by it as a Bank.

(c) The Agent shall maintain at its address referred to in
Section 8.02 a copy of each Bank Assignment delivered to and
accepted by it and a register for the recordation of the names
and addresses of the Banks and the Percentages of, and principal
amount of the Advances owing to, each Bank from time to time (the
"Register"). The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error. The Register
and such copies shall be available for inspection by the Borrower
or any Bank at any reasonable time and from time to time upon
reasonable prior notice.

(d) Upon its receipt of a Bank Assignment executed by an
assigning Bank and an assignee Bank, together with the Notes
subject to such assignment, the Agent shall, if such Bank
Assignment has been completed and is in substantially the form of
Exhibit 8.07 hereto, (i) accept such Bank Assignment, (ii) record
the information contained therein in the Register and (iii) give
prompt notice thereof to the Borrower. Within five Business Days
after its receipt of such notice, the Borrower, at its own
expense, shall execute and deliver to the Agent, in exchange for
the surrendered Notes, new Notes to the order of such assignee
Bank in an amount equal to the Percentage of the Commitment
assumed by it pursuant to such Bank Assignment and, if the
assigning Bank has retained a Percentage of the Commitment, new
Notes to the order of the assigning Bank in an amount equal to
such Percentage retained by it hereunder. Such new Notes shall
be in an aggregate principal amount equal to the aggregate

principal amount of such surrendered Notes, shall be dated the
effective date of such Bank Assignment and shall otherwise be in
substantially the form of Exhibits ▇-▇, ▇-▇-▇▇▇ (as applicable)
or A-2-FPC (as applicable) hereto.

(e) Each Bank may assign to one or more banks or other
entities any CMA Competitive Note or Notes or FPC Competitive
Note or Notes held by it upon notification of such assignment to
the Agent.

(f) Notwithstanding anything to the contrary set forth in
this Section 8.07, any Bank may assign, as collateral or
otherwise, any or all of its rights hereunder and under the Notes
(including, without limitation, its rights to receive payments of
principal and interest hereunder and under the Notes) without
prior consultation with the Borrower to (i) any Federal Reserve
Bank, (ii) any affiliate of such Bank or (iii) any other Bank;
provided, that with respect to assignments to entities described
in clauses (i) and (ii) above, no such assignment shall release
the assigning Lender from its obligations hereunder.

(g) Each Bank may sell participations to one or more banks
or other entities in or to all or a portion of its rights and
obligations under this Agreement (including, without limitation,
all or a portion of its Percentage of the Commitment, the
Advances owing to it and the Note or Notes held by it); provided,
however, that (i) such Bank's obligations under this Agreement
(including, without limitation, its commitment to lend hereunder)
shall remain unchanged, (ii) such Bank shall remain solely
responsible to the other parties hereto for the performance of
such obligations, (iii) such Bank shall remain the holder of any
such Note for all purposes of this Agreement, and (iv) the
Borrower, the Agent and the other Banks shall continue to deal
solely and directly with such Bank in connection with such Bank's
rights and obligations under this Agreement.

(h) Any Bank may, in connection with any assignment or
participation or proposed assignment or participation pursuant to
this Section 8.07, disclose to the assignee or participant or
proposed assignee or participant, any information relating to the
Borrower furnished to such Bank by or on behalf of the Borrower;
provided that, prior to any such disclosure, the assignee or
participant or proposed assignee or participant, if not a Bank,
shall agree to preserve the confidentiality of any confidential
information relating to the Borrower received by it from such
Bank.

(i) If any Bank notifies the Agent pursuant to Section
2.02(c)(iii) of circumstances causing the suspension of the right
of the Borrower to select Eurodollar Rate Advances and such Bank
shall not have subsequently notified the Agent pursuant to
Section 2.02(c)(iii) that the circumstances causing such
suspension no longer exist (a "Notifying Bank"), the Borrower may
demand that the Notifying Bank assign in accordance with this
Section 8.07 to one or more banks designated by the Borrower

which are acceptable to the Agent (a "Replacement Bank") all (but
not less than all) of the Notifying Bank's Percentage and the
Advances owing to it within the next succeeding 30 days. If any
such Replacement Bank designated by the Borrower shall fail to
consummate such assignment on terms acceptable to the Notifying
Bank, or if the Borrower shall fail to designate any such
Replacement Bank for all or part of such Bank's Percentage or
Advances, then the Notifying Bank may assign such Percentage or
Advances to any other bank acceptable to the Agent in accordance
with this Section 8.07 during such 30-day period; it being
understood for purposes of this subsection (i) that such
assignment shall be conclusively deemed to be on terms acceptable
to the Notifying Bank, and the Notifying Bank shall be compelled
to consummate such assignment to the Replacement Bank designated
by the Borrower, if such Replacement Bank (i) shall agree to such
assignment in substantially the form of Exhibit 8.07 hereto and
(ii) shall offer compensation to the Notifying Bank in an amount
equal to all amounts then owing by the Borrower to such Notifying
Bank hereunder and under the Note(s) made by the Borrower to such
Notifying Bank, whether for principal, interest, fees, costs or
expenses, or otherwise.

SECTION 8.08. Waiver of Jury Trial. The Borrower, the
Agent and the Banks irrevocably waive all right to trial by jury
in any action, proceeding or counterclaim arising out of or
relating to this Agreement, the Notes, the other Loan Documents,
any of the Ancillary Agreements or any instrument or document
delivered hereunder or thereunder.

SECTION 8.09. Governing Law. This Agreement and the Notes
shall be governed by, and construed in accordance with, the laws
of the State of New York.

SECTION 8.10. 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.

S-1

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

NEW ENGLAND ENERGY INCORPORATED

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
Title: Treasurer

CREDIT SUISSE,
as Administrative Agent and
Arranger

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------
Title: Member of Senior Management

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
Title: Member of Senior Management

S-2

The Banks

Percentage: Name of Bank
____________ ________________

8.4444448% CREDIT SUISSE

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
____________________________________
Title: Member of Senior Management

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
____________________________________

Title: Member of Senior Management

S-3

The Banks

Percentage: Name of Bank
____________ ________________

7.▇▇▇▇▇▇▇▇% BANK OF MONTREAL

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
____________________________________
Title: Director

S-4

The Banks

Percentage: Name of Bank
____________ ________________

7.11111111% CIBC INC.

By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
____________________________________
Title: Vice President

S-5

The Banks

Percentage: Name of Bank
____________ ________________

7.11111111% FIRST NATIONAL BANK OF BOSTON

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
____________________________________
Title: Managing Director

S-6

The Banks

Percentage: Name of Bank
____________ ________________

7.11111111% FLEET BANK OF MASSACHUSETTS

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
____________________________________
Title: Vice President

S-7

The Banks

Percentage: Name of Bank
___________ ____________

7.11111111% MITSUI TRUST BANK (U.S.A.)

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
____________________________________
Title: Managing Director

S-8

The Banks

Percentage: Name of Bank
___________ _____________

7.11111111% SHAWMUT BANK

By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
____________________________________
Title: Executive Vice President

S-9

The Banks

Percentage: Name of Bank
___________ _____________

7.11111111% THE SUMITOMO BANK, LIMITED

By: /s/ Shigeo Kioke
____________________________________
Title: Joint General Manager

S-10

The Banks

Percentage: Name of Bank
___________ _____________

7.11111111% WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK AND
CAYMAN ISLANDS BRANCHES

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
____________________________________
Title: Vice President

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
____________________________________
Title: Vice President

S-11

The Banks

Percentage: Name of Bank
___________ _____________

5.33333333% CREDIT LYONNAIS NEW YORK BRANCH

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
____________________________________
Title: Senior Vice President

S-12

The Banks

Percentage: Name of Bank
___________ _____________

5.33333333% THE INDUSTRIAL BANK OF JAPAN
TRUST COMPANY

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
____________________________________
Title: Senior Vice President

S-13

The Banks

Percentage: Name of Bank
___________ _____________

5.33333333% MELLON BANK, N.A.

By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇
____________________________________
Title: Vice President

S-14

The Banks

Percentage: Name of Bank
___________ ____________

5.33333333% TOKAI BANK LTD.

By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
____________________________________
Title: Deputy General Manager

S-15

The Banks

Percentage: Name of Bank
___________ _____________

4.44444444% THE FUJI BANK, LIMITED

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
____________________________________
Title: Vice President & Manager

S-16

The Banks

Percentage: Name of Bank
___________ _____________

4.44444444% SOCIETE GENERALE

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
____________________________________
Title: Vice President

S-17

The Banks

Percentage: Name of Bank
___________ _____________

4.44444444% THE YASUDA TRUST AND BANKING
CO., LTD.

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
____________________________________
Title: Vice President

TABLE OF CONTENTS

Section Page
________ ____
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

1.01. Certain Defined Terms. . . . . . . . . . . . . . . 1
1.02. Computation of Time Periods. . . . . . . . . . . . 20
1.03. Accounting Terms . . . . . . . . . . . . . . . . . 20

ARTICLE II
COMMITTED AND COMPETITIVE ADVANCES

2.01. The Commitment . . . . . . . . . . . . . . . . . . 20
2.02. The Committed Advances . . . . . . . . . . . . . . 21
2.03. The Competitive Advances . . . . . . . . . . . . . 24
2.04. Making of Advances . . . . . . . . . . . . . . . . 27
2.05. Fees . . . . . . . . . . . . . . . . . . . . . . . 28
2.06. Reduction of the Commitment. . . . . . . . . . . . 28
2.07. Repayment of Advances. . . . . . . . . . . . . . . 29
2.08. Interest . . . . . . . . . . . . . . . . . . . . . 29
2.09. Additional Interest on Eurodollar Rate
Advances . . . . . . . . . . . . . . . . . . . . . . 30
2.10. Interest Rate Determination. . . . . . . . . . . . 30
2.11. Prepayments of Advances. . . . . . . . . . . . . . 31
2.12. Increased Costs; Capital . . . . . . . . . . . . . 33
2.13. Payments and Computations. . . . . . . . . . . . . 34
2.14. Sharing of Payments, Etc . . . . . . . . . . . . . 35
2.15. Use of Proceeds. . . . . . . . . . . . . . . . . . 36
2.16. Termination of Fuel Purchase Contract. . . . . . . 36
2.17. Taxes. . . . . . . . . . . . . . . . . . . . . . . 37
2.18. Extension of Termination Date. . . . . . . . . . . 38

ARTICLE III
CONDITIONS OF LENDING

3.01. Conditions Precedent to the Initial
Advances . . . . . . . . . . . . . . . . . . . . . . 39
3.02. Conditions Precedent to Each Advance . . . . . . . 41

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

4.01. Representations and Warranties of the
Borrower . . . . . . . . . . . . . . . . . . . . . . 42

ARTICLE V
COVENANTS OF THE BORROWER

5.01. Affirmative Covenants Other Than
Reporting Requirements . . . . . . . . . . . . 47
5.02. Negative Covenants . . . . . . . . . . . . . . . . 50
5.03. Reporting Requirement. . . . . . . . . . . . . . . 54

ARTICLE VI
EVENTS OF DEFAULT

6.01. Events of Default. . . . . . . . . . . . . . . . . 57

ARTICLE VII
THE AGENT

7.01. Authorization and Action . . . . . . . . . . . . . 60
7.02. Agent's Reliance, Etc. . . . . . . . . . . . . . . 61
7.03. Credit Suisse and Affiliates . . . . . . . . . . . 62
7.04. Bank Credit Decision . . . . . . . . . . . . . . . 62
7.05. Indemnification. . . . . . . . . . . . . . . . . . 62
7.06. Successor Agent. . . . . . . . . . . . . . . . . . 63

ARTICLE VIII
MISCELLANEOUS

8.01. Amendments, Etc. . . . . . . . . . . . . . . . . . 63
8.02. Notices, Etc . . . . . . . . . . . . . . . . . . . 64
8.03. No Waiver; Remedies. . . . . . . . . . . . . . . . 64
8.04. Costs and Expenses . . . . . . . . . . . . . . . . 64
8.05. Right of Set-off . . . . . . . . . . . . . . . . . 65
8.06. Binding Effect . . . . . . . . . . . . . . . . . . 65
8.07. Assignments and Participations . . . . . . . . . . 66
8.08. Waiver of Jury Trial . . . . . . . . . . . . . . . 69
8.09. Governing Law. . . . . . . . . . . . . . . . . . . 70
8.10. Execution in Counterparts. . . . . . . . . . . . . 70

SCHEDULES

Schedule I - List of Applicable Lending Offices

EXHIBITS

Exhibit A-1 Form of Committed Note
Exhibit A-2-CMA Form of CMA Competitive Note
Exhibit A-2-FPC Form of FPC Competitive Note
Exhibit 1.01A Form of Capital Funds Agreement
Amendment
Exhibit 1.01B Form of Capital Maintenance Agreement
Amendment
Exhibit 1.01C Form of CMA Assignment
Exhibit 1.01D Form of Fuel Purchase Contract Amendment
Exhibit 1.01E Form of Loan Agreement Amendment
Exhibit 1.01F Form of ▇▇▇▇ Acknowledgement
Exhibit 1.01G Form of ▇▇▇▇ Assignment
Exhibit 1.01H Form of NEP Acknowledgement
Exhibit 1.01I Form of NEP Assignment
Exhibit 1.01J Form of Terms of Subordination
Exhibit 2.02(a) Form of Notice of Committed Borrowing
Exhibit 2.02(b) Form of Notice of Conversion
Exhibit 2.03 Form of Request for Competitive
Borrowing
Exhibit 3.01(j) Form of Pay-Off Letter for Existing
Agreement
Exhibit 3.01(k) Form of Opinion of Counsel for the
Borrower
Exhibit 3.01(l) Form of Opinion of Special New York
Counsel for the Agent
Exhibit 8.07 Form of Assignment and Acceptance

U.S. $225,000,000 CREDIT AGREEMENT Dated as of April 13, 1995 Among NEW ENGLAND ENERGY INCORPORATED as Borrower THE BANKS NAMED HEREIN and CREDIT SUISSE as Administrative Agent and Arranger _________________________________________________

Document Metadata

Document Metadata

Table of Contents