CREDIT AGREEMENT - SPRINGDALE FACILITY

CREDIT AGREEMENT - SPRINGDALE FACILITY
CREDIT AGREEMENT, dated as of February 21, 2003, among ALLEGHENY ENERGY SUPPLY COMPANY, LLC, a Delaware limited liability company (the "*Borrower"), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the Springdale Lenders (the "Springdale Lenders"), and The Bank of Nova Scotia as Springdale Lender Agent (together with any successor Springdale Lender Agent appointed pursuant to Article VII, the "Springdale Lender Agent*") for the Springdale Lenders.
PRELIMINARY STATEMENTS
(1) As of the date hereof, (i) Power Trust 2000-A is indebted to certain banks and financial institutions (the "*Existing Lenders") pursuant to one or more of the agreements listed in Part A-1 of Schedule II (collectively, the "Existing Lender Debt Documents"), and the aggregate principal amount owed as of the date hereof to each Existing Lender under the Existing Lender Debt Documents is set forth in Part A-2 of Schedule II opposite the name of such Existing Lender (all such amounts, collectively, the "Existing Lender Debt"), and (ii) certain banks and financial institutions are the owners of equity in Power Trust 2000-A (the "Equity Participants") pursuant to one or more of the agreements listed in Part B-1 of Schedule II (collectively, the "Existing Equity Documents"), and the aggregate principal amount owed as of the date hereof to each Equity Participant under the Existing Equity Documents is set forth in Part B-2 of Schedule II opposite the name of such Equity Participant (all such amounts, collectively, the "Existing Equity Participations", and together with the Existing Lender Debt, the "Existing Springdale Lease Participations*").
(2) As of the date hereof, the Borrower, the Lessor, the Trustee, the Certificate Holders, the Conduit, the various Liquidity Banks and the Liquidity Agent (each as defined therein) are parties to a Participation Agreement dated as of November 21, 2000 as amended by an Amendment Number 1 dated as of December 21, 2001 (the "*Participation Agreement*"), which, together with the Operative Documents (as defined in the Participation Agreement) formed a synthetic lease relating to the Springdale Plant (as hereinafter defined); and as further set forth in Article V of the Participation Agreement, and in Section 25.1 of the Master Lease (as defined in the Participation Agreement),the intent of the parties thereto and under that structure was that the Springdale Plant represented for commercial law, bankruptcy and taxation (but not financial reporting) purposes the owned capital assets of the Borrower.
(3) The Borrower has given notice to Power Trust 2000-A of the exercise by the Borrower of its Purchase Option (as defined in the Participation Agreement) for the purpose of recognizing the Springdale Plant as its owned capital assets for all purposes, and in accordance therewith, record title for the Springdale Plant will be in the name of the Borrower, and the original intent of the Operative Documents will continue as follows: the Borrower will be recognized as the owner of the Springdale Plant for federal and state income tax purposes and bankruptcy purposes, and this Agreement and the other Financing Documents (as hereinafter defined) will continue the lien on the Borrower's interest in the Springdale Plant for the benefit of the Springdale Lenders.
(4) The Borrower has requested that the Springdale Lenders reconstitute the existing financial obligations of the Borrower under the Operative Documents (including those arising on the exercise of the Purchase Option) into a secured loan facility in favor of the Borrower in the aggregate amount of $270,122,947, and the Springdale Lenders have indicated their willingness to provide such financing on the terms and conditions of this Agreement and the other Financing Documents, and the Funds Flow Memorandum.
(5) The Springdale Lenders are also participating in a further facility being extended to the Borrower to enable it, subject to the terms of the New Money Credit Agreement, inter alia to complete construction and commissioning of the Springdale Plant.
(6) The Borrower, the Springdale Lender Agent, and the Springdale Lenders have, with certain other parties named therein, entered into a Common Terms Agreement, dated as of the date hereof (the "*Common Agreement*"), which contains certain representations, covenants and undertakings for the benefit of the Bank Lender Parties (as defined therein).
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:
ARTICLE I DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS
Section 1.01. Certain Defined Terms. Except as otherwise defined in this Agreement, capitalized terms used in this Agreement but not defined herein shall have the meanings assigned thereto in Appendix A to the Common Agreement. In addition, the following terms shall have the following meanings:
"*Advance*" means an advance by a Springdale Lender to the Borrower pursuant to Section 2.01.
"*Agreement*" means this Credit Agreement.
"*Applicable Lending Office*" means, with respect to each Springdale Lender, such Springdale Lender's Domestic Lending Office in the case of a Base Rate Advance and such Springdale Lender's Eurodollar Lending Office in the case of a Eurodollar Rate Advance.
"*Applicable Margin*" means:
(a) as of any date after the Repricing Date with respect to Unsecured Loan Advances, 10.50% per annum; and
(b) as of any date with respect to (i) Unsecured Loan Advances on or prior to the Repricing Date and (ii) Secured Loan Advances, a percentage per annum determined by reference to the Rating Level in effect on such date, as set forth below:
Rating Level	Applicable Margin For Base Rate Advances		Applicable Margin For Eurodollar Rate Advances
▇▇▇▇▇ ▇	4.00%		5.00%
▇▇▇▇▇ ▇	4.50%		5.50%
▇▇▇▇▇ ▇	5.00%		6.00%

"*Assignment and Acceptance*" means an assignment and acceptance entered into by a Springdale Lender and an Eligible Assignee, and accepted by the Springdale Lender Agent, in accordance with Section 8.07 and in substantially the form of Exhibit C.
"*Base Rate*" means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the higher of:
(a) the rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank's base rate; and
(b) the Federal Funds Rate plus 0.5%.
"*Base Rate Advance*" means an Advance that bears interest as provided in Section 2.08(a)(i).
"*Borrower*" has the meaning set forth in the recital of parties to this Agreement.
"*Borrowing*" means a borrowing consisting of simultaneous Advances of the same Type, made by the Springdale Lenders.
"*Citibank*" means Citibank, N.A.
"*Common Agreement*" has the meaning set forth in Preliminary Statement (6) of this Agreement.
"*Continuation", "Continue" and "Continued*" each refer to a continuation of Eurodollar Rate Advances upon the expiration of the Interest Period therefor as Eurodollar Rate Advances of the same or a different Interest Period pursuant to Section 2.04.
"*Conversion", "Convert" and "Converted*" each refer to a conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.04, 2.08 or 2.10.
"*Credit Rating*" means, as of any date, the credit rating then in effect by S&P or Moody's, as the case may be, for the long-term senior unsecured non-credit enhanced Debt of the Borrower, as demonstrated by written evidence delivered to the Springdale Lender Agent which is in form and substance reasonably satisfactory to the Springdale Lender Agent.
"*Domestic Lending Office*" means, with respect to any Springdale Lender, the office of such Springdale Lender specified as its "Domestic Lending Office" opposite its name on Schedule I or in the Assignment and Acceptance pursuant to which it became a Springdale Lender, as the case may be, or such other office of such Springdale Lender as such Springdale Lender may from time to time specify to the Borrower and the Springdale Lender Agent.
"*Equity Participants*" has the meaning set forth in Preliminary Statement (1) of this Agreement.
"*Eurocurrency Liabilities*" has the meaning set forth 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 Springdale Lender, the office of such Springdale Lender specified as its "Eurodollar Lending Office" opposite its name on Schedule I or in the Assignment and Acceptance pursuant to which it became a Springdale Lender (or, if no such office is specified, its Domestic Lending Office), or such other office of such Springdale Lender as such Springdale Lender may from time to time specify to the Borrower and the Springdale Lender Agent.
"*Eurodollar Rate*" means, with respect to any Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing, the rate per annum obtained by dividing (a) LIBOR for such Interest Period by (b) a percentage equal to 1.00 minus the Eurodollar Rate Reserve Percentage.
"*Eurodollar Rate Advance*" means an Advance that bears interest as provided in Section 2.08(a)(ii).
"*Eurodollar Rate Reserve Percentage*" for any Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing means the reserve percentage applicable two Business Days before the first day of such Interest Period 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 any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar Rate Advances is determined) having a term equal to such Interest Period.
"*Existing Equity Documents*" has the meaning set forth in Preliminary Statement (1) of this Agreement.
"*Existing Equity Participations*" has the meaning set forth in Preliminary Statement (1) of this Agreement.
"*Existing Lender Debt*" has the meaning set forth in Preliminary Statement (1) of this Agreement.
"*Existing Lender Debt Documents*" has the meaning set forth in Preliminary Statement (1) of this Agreement.
"*Existing Lenders*" has the meaning set forth in Preliminary Statement (1) of this Agreement.
"*Existing Springdale Lease Participations*" has the meaning set forth in Preliminary Statement (1) of this Agreement.
"*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 that is a Business Day, the average of the quotations for such day for such transactions received by the Springdale Lender Agent from three Federal funds brokers of recognized standing selected by it.
"*Granting Lender*" has the meaning set forth in Section 8.07(g).
"*Indemnified Costs*" has the meaning set forth in Section 7.04(a).
"*Indemnified Party*" has the meaning set forth in Section 8.04(b).
"*Interest Period" means, for each Eurodollar Rate Advance comprising part of the Borrowing, the period commencing on the date of such Eurodollar Rate Advance or the date of the Conversion of any Base Rate Advance into such Eurodollar Rate Advance, as the case may be, and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, two or three months, as the Borrower may, upon notice received by the Springdale Lender Agent not later than 11:00 a.m. (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided, however*, that:
(a) the Borrower may not select any Interest Period with respect to any Eurodollar Rate Advance that ends after the date specified in clause (a) of the definition of "Maturity Date";
(b) without prejudice to Section 2.04(a), Interest Periods commencing on the same day for Eurodollar Rate Advances comprising part of the Borrowing shall be of the same duration;
(c) 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, however, 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;
(d) whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month; and
(e) the Borrower may not select any Interest Period with a duration of two or three months until the later of (i) the date on which the Borrower has satisfied its obligations under Section 5.01(t)(iv) of the Common Agreement, and (ii) the date on which all of the Refinancing Obligations, all of the Obligations under the Springdale Tranche A Facility and the Springdale Tranche C Facility, and all of the Noteholder Obligations are secured by both the Group Assets and the Springdale Assets pursuant to the Collateral Documents.
"*LIBOR" means, for any applicable Interest Period with respect to all Eurodollar Rate Advances comprising part of the Borrowing, the British Bankers' Association Interest Settlement Rate per annum for deposits in Dollars for a period equal to such Interest Period appearing on the display designated as Page 3750 on the Dow ▇▇▇▇▇ Markets Service (or such other page on that service or such other service designated by the British Banker's Association for the display of such Association's Interest Settlement Rates for Dollar deposits) as of 11:00 a.m. (London, England time) on the day that is two Business Days prior to the first day of the Interest Period or if such Page 3750 is unavailable for any reason at such time, the rate which appears on the Reuters Screen ISDA Page as of such date and such time; provided* that if the Springdale Lender Agent determines that the relevant foregoing sources are unavailable for the relevant Interest Period, LIBOR shall mean the rate of interest determined by the Springdale Lender Agent to be the average (rounded upward, if necessary, to the nearest 1/1000th of 1%) of the rates per annum at which deposits in Dollars are offered to the Springdale Lender Agent two Business Days preceding the first day of such Interest Period by leading banks in the London interbank market as of 10:00 a.m. for delivery on the first day of such Interest Period, for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Advance of The Bank of Nova Scotia (in its capacity as a Springdale Lender); provided further that, notwithstanding the foregoing, with respect to (a) the Secured Loan Advances, until the date on which the Borrower has satisfied its obligations under Section 5.01(t)(iv) of the Common Agreement, LIBOR shall not be less than 2.00% per annum and (b) the Unsecured Loan Advances, LIBOR shall not be less than 2.00% per annum.
"*Maturity Date*" means the earlier of (a) April 18, 2005 and (b) the date of acceleration of all outstanding Advances and termination in whole of the Springdale Commitments pursuant to Section 6.01.
"*Moody's*" means ▇▇▇▇▇'▇ Investors Service, Inc.
"*Note*" means a promissory note of the Borrower payable to the order of any Springdale Lender in substantially the form of Exhibit A, evidencing the aggregate indebtedness of the Borrower to such Springdale Lender resulting from Advances made by such Springdale Lender hereunder.
"*Notice of Borrowing*" has the meaning set forth in Section 2.02(a).
"*Notice of Conversion/Continuation*" has the meaning set forth in Section 2.04(b).
"*Other Taxes*" has the meaning set forth in Section 2.12(b).
"*Power Trust 2000-A*" means the trust formed by the Trust Agreement (as defined in the Participation Agreement).
"*Pro Rata Share" of any amount means, with respect to any Springdale Lender at any time, the product of such amount times* a fraction the numerator of which is the amount of such Springdale Lender's Springdale Commitment at such time (or, if the Springdale Commitments shall have been terminated pursuant to Section 2.05 or 6.01, the aggregate principal amount of the outstanding Advances owing to such Springdale Lender at such time) and the denominator of which is the aggregate of the Springdale Commitments of all Springdale Lenders at such time (or, if the Springdale Commitments shall have been terminated pursuant to Section 2.05 or 6.01, the aggregate principal amount of the outstanding Advances owing to all Springdale Lenders at such time).
"*Rating Level*" means, with respect to any date, any of the following levels (with Level 1 being the "highest" of such Rating Levels and Level 3 being the "lowest"), as determined by reference to the Credit Ratings, if any, on such date issued by S&P and ▇▇▇▇▇'▇:
Rating Level:		Credit Rating:
Level 1		BB+/Ba1 or higher
▇▇▇▇▇ ▇		▇▇/▇▇▇
▇▇▇▇▇ 3		BB-/Ba3 or lower
provided that (a) if on any day the Credit Ratings established by S&P and Moody's fall within different Rating Levels, the Rating Level for such day shall be determined by reference to the lower of such Credit Rating; (b) if on any day neither of, or only one of, S&P and Moody's shall have in effect a Credit Rating, the Applicable Margin shall be determined by reference to Level 3; (c) if any Credit Rating established by S&P or Moody's shall be changed, such change shall be effective as of the date on which such change is notified in writing to the Borrower, or is announced publicly, by the rating agency making such change; and (d) if S&P or Moody's shall change the basis on which ratings are established, each reference to a Credit Rating announced by S&P or Moody's, as the case may be, shall refer to the then equivalent rating by S&P or Moody's, as the case may be.
"*Register*" has the meaning set forth in Section 8.07(d).
"*Repricing Date*" means the earlier of (a) July 31, 2003 and (b) the date on which the Borrower has delivered to each Representative Agent an Officer's Certificate (i) attaching (A) a copy of the audited Consolidated annual financial statements of the Borrower and its Subsidiaries dated December 31, 2002 and interim Consolidated financial statements (consolidated balance sheets and income statements) of the Borrower and its Subsidiaries dated as of March 31, 2003 (in each case, as filed with the Securities and Exchange Commission) and (B) a copy of the letter of PriceWaterhouseCoopers or other independent public accountants for the Borrower acceptable to the Required Lenders included in such audited financial statements, (ii) certifying that the copies of such financial statements fairly present the financial condition of the Borrower and its Subsidiaries as of the date of such financial statements and the results of operations of the Borrower and its Subsidiaries for the period indicated in such financial statements, all in accordance with GAAP and, subject, in the case of the interim Consolidated financial statements dated as of March 31, 2003, to normal year-end audit adjustments and the absence of footnotes, and (iii) certifying as to the amount (as of the date on which the Liens referred to in clause (iv) below are perfected) which is equal to 30% of the consolidated assets (as determined for purposes of the Bond Lien Basket Provisions) of the Borrower, as determined in accordance with GAAP, (iv) attaching certified copies of the resolutions of the Board of Directors of each Loan Party authorizing the execution, delivery and performance of any Collateral Documents to which it is a party and which are necessary to create, perfect and protect the liens and security interests, subject to the PCB Liens and with the applicable priorities set forth in Section 2.02 of the Security Agreement, in the Collateral securing the Unsecured Loan Advances which may, based upon the interim Consolidated financial statements referred to in clause (i)(A) above and the certification in clause (iii) above, become Secured Loan Advances (and constitute Bond Lien Basket Debt) in accordance with Section 2.15; and (v) certifying that the conditions specified in Section 2.01(b) of the Security Agreement relating to the securing of such Unsecured Loan Advances have been satisfied.
"*Required Springdale Lenders*" means, at any time, Springdale Lenders owed or holding at least a majority in interest of the aggregate principal amount of the Advances outstanding at such time, or, if no such principal amount is outstanding at such time, Springdale Lenders holding at least a majority in interest of the aggregate of the Springdale Commitments.
"*S&P*" means Standard & Poor's Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.
"*Secured Loan Advances*" has the meaning set forth in Section 8.10.
"*Springdale Commitment*" means, with respect to any Springdale Lender at any time, the amount set forth opposite such Springdale Lender's name on Schedule I under the caption "Springdale Commitment" or, if such Springdale Lender has entered into one or more Assignment and Acceptances on or prior to such time, set forth for such Springdale Lender in the Register maintained by the Springdale Lender Agent pursuant to Section 8.07(e) as such Springdale Lender's "Springdale Commitment", as such amount may be reduced at or prior to such time pursuant to Section 2.05 or 6.01.
"*Springdale Lender*" means each Springdale Lender (as defined in the recital of parties to this Agreement) and each Person that shall become a Springdale Lender hereto, pursuant to Section 8.07.
"*Springdale Lender Agent*" has the meaning set forth in the recital of parties to this Agreement.
"*Springdale Lender Agent's Account*" means the account of the Springdale Lender Agent maintained by the Springdale Lender Agent with The Bank of Nova Scotia at its office at ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ No. 026-00-2532, Reference Account No. 02684-10, Attn: Loan Administration, or such other as the Springdale Lender Agent shall specify in writing.
"*Springdale Premises*" means the land more particularly described in the Springdale Mortgage.
"*Springdale Tranche A Facility*" has the meaning set forth in Section 8.10.
"*Springdale Tranche B Facility*" has the meaning set forth in Section 8.10.
"*Springdale Tranche C Facility*" has the meaning set forth in Section 8.10.
"*SPV*" shall have the meaning provided in Section 8.07(g).
"*Taxes*" has the meaning set forth in Section 2.12(a).
"*Termination Date*" means the earlier of February 28, 2003 and the date of termination in whole of the Springdale Commitments pursuant to Section 6.01.
"*Type*" refers to the distinction between Advances bearing interest at the Base Rate and Advances bearing interest at the Eurodollar Rate.
"*Unsecured Loan Advances*" has the meaning set forth in Section 8.10.

SECTION 1.02. Principles of Interpretation. This Agreement and the Schedules and Exhibits hereto, except to the extent that the context otherwise requires, shall be subject to the same principles of interpretation as are set forth in Section 1.02 of the Common Agreement.
ARTICLE II AMOUNT AND TERMS OF THE BORROWING
Section 2.01. Advances. Each Springdale Lender severally agrees, on the terms and conditions hereinafter set forth, to make a single advance to the Borrower on the Refinancing Closing (which shall occur on any Business Day during the period from the date hereof until the Termination Date) in an amount equal to such Springdale Lender's Springdale Commitment. The Borrowing shall consist of Advances made simultaneously by the Springdale Lenders ratably according to their respective Springdale Commitments, and subject to Section 2.04, shall be Base Rate Advances. If such Borrowing does not occur on or prior to the Termination Date, all obligations of the Springdale Lenders herein to make Advances shall immediately and permanently terminate in accordance with Section 2.05.
SECTION 2.02. Procedures for Borrowing. (a) The Borrowing shall be made on notice, given not later than 10:00 a.m. (New York City time) on the proposed date of the Borrowing (which shall be a Business Day), by the Borrower to the Springdale Lender Agent, which shall give to each Springdale Lender prompt notice thereof by telecopier or electronic mail. Such notice of the Borrowing (a "*Notice of Borrowing* ") shall be by telephone, confirmed immediately in writing, or telecopier or electronic mail, in substantially the form of Exhibit B, specifying therein (i) the requested date of the Borrowing (which shall be a Business Day), and (ii) the requested aggregate amount of the Borrowing. The Notice of Borrowing shall specify the Springdale Lender Agent as the payee of the Borrowing.
(b) Subject to Section 2.02(c), with respect to the Borrowing, each Springdale Lender shall, before 12:00 noon (New York City time) on the date of the Borrowing, make available for the account of its Applicable Lending Office to the Springdale Lender Agent at the Springdale Lender Agent's Account, in immediately available funds, an amount equal to such Springdale Lender's ratable portion of the Borrowing in accordance with the respective Springdale Commitments of the Springdale Lenders. After the Springdale Lender Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 3.01, the Springdale Lender Agent will make such funds available to the Borrower by distributing such funds in accordance with the Funds Flow Memorandum.
(c) Each Springdale Lender shall be required to make available to the Springdale Lender Agent its ratable portion of the Borrowing pursuant to Section 2.02(b) only to the extent, if any, that the principal amount of the Advances to be made by such Springdale Lender as part of the Borrowing exceeds an amount equal to the principal amount of the Existing Springdale Lease Participation of such Springdale Lender as of the Refinancing Closing. Upon the Refinancing Closing, the principal amount of the Existing Springdale Lease Participations of the Springdale Lenders shall be deemed to have been reconstituted by the Advances made by the Springdale Lenders as part of the Borrowing.
(d) The failure of any Springdale Lender to make the Advance to be made by it as part of the Borrowing, shall not relieve any other Springdale Lender of its obligation, if any, hereunder to make its Advance on the date of the Borrowing, but no Springdale Lender shall be responsible for the failure of any other Springdale Lender to make the Advance required of such other Springdale Lender on the date of the Borrowing.
SECTION 2.03. Notice of Borrowing Irrevocable. (a) The Notice of Borrowing shall be irrevocable and binding on the Borrower.
(b) Upon receipt by the Springdale Lender Agent of the Notice of Borrowing, the Springdale Lender Agent shall give to each Springdale Lender prompt notice thereof by telecopier or electronic mail.
(c) Unless the Springdale Lender Agent shall have received notice from a Springdale Lender prior to the date of the Borrowing that such Springdale Lender will not make available to the Springdale Lender Agent such Springdale Lender's ratable portion of such Borrowing, the Springdale Lender Agent may assume that such Springdale Lender has made such portion available to the Springdale Lender Agent on the date of such Borrowing in accordance with Section 2.02(b), and the Springdale Lender 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 Springdale Lender shall not have so made such ratable portion available to the Springdale Lender Agent, such Springdale Lender and the Borrower severally agree to repay or pay to the Springdale Lender Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Springdale Lender Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.08 to Advances comprising such Borrowing and (ii) in the case of such Springdale Lender, the Federal Funds Rate. If such Springdale Lender shall pay to the Springdale Lender Agent such corresponding amount, such amount so paid shall constitute such Springdale Lender's Advance as part of such Borrowing for all purposes.
SECTION 2.04. Interest Elections. (a) The Borrower may elect to Convert all or any portion of the Advances of one Type into Advances of the other Type, and in the case of Eurodollar Rate Advances, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the Borrowing, in which case each such portion shall be allocated ratably among the Springdale Lenders. At no time shall the total number of different Interest Periods for Eurodollar Rate Advances outstanding exceed four.
(b) To make an election pursuant to this Section, the Borrower shall give the Springdale Lender Agent prior written notice (or telephonic notice promptly confirmed in writing) (a "*Notice of Conversion/Continuation*") of the Conversion or Continuation, as the case may be, (i) by 1:00 p.m. (New York City time) on the requested date of a Conversion into Base Rate Advances and (ii) by 11:00 a.m. (New York City time) three Business Days prior to a Continuation of or Conversion into Eurodollar Rate Advances. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify (A) if different options are being elected with respect to different portions of the Borrowing, the portions thereof that are to be allocated to each resulting election (in which case the information to be specified pursuant to clauses (C) and (D) shall be specified for each resulting portion); (B) the effective date of the election made pursuant to such Notice of Conversion/Continuation, which shall be a Business Day; (C) whether the resulting Borrowing is to be comprised of Base Rate Advances or Eurodollar Rate Advances; and (D) if the resulting Borrowing is to be comprised of Eurodollar Rate Advances, the Interest Period applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of "Interest Period". If any such Notice of Conversion/Continuation requests the Borrowing be comprised of Eurodollar Rate Advances but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any portion of the Borrowing to which a Eurodollar Rate election has been made shall not be less than $5,000,000.
(c) If, on the expiration of any Interest Period in respect of any Eurodollar Rate Advances, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Advances are repaid as provided herein, the Borrower shall be deemed to have elected to Convert such Advances to Base Rate Advances. No Advances may be Converted into, or Continued as, Eurodollar Rate Advances if a Default has occurred and is continuing, unless the Springdale Lender Agent and the Required Springdale Lenders shall have otherwise consented in writing. No Conversion of any Eurodollar Rate Advances shall be permitted except on the last day of the Interest Period in respect thereof.
(d) Upon receipt of any Notice of Conversion/Continuation, the Springdale Lender Agent shall promptly notify each Springdale Lender of the details thereof and of such Springdale Lender's Pro Rata Share of each election.
(e) Upon the occurrence and during the continuance of any Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Springdale Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
SECTION 2.05. Termination or Reduction of Commitments. All unused Springdale Commitments hereunder shall terminate on the earlier of (i) 5:00 p.m. (New York City time) on the Termination Date and (ii) immediately following the making of the Advances pursuant to Section 2.01.
SECTION 2.06. Repayment of Advances. The Borrower shall repay (a) on or before September 30, 2004, $6,442,849.59, being the aggregate pro rata proportion of $30,000,000 (inclusive of all mandatory and optional prepayments made on or prior to such date pursuant to Section 2.07) due to the Springdale Lenders pursuant to Section 2.03(e)(iii) of the Security Agreement, (b) on or before December 31, 2004, $38,657,097.56, being the aggregate pro rata proportion of $180,000,000 (inclusive of all mandatory and optional prepayments made on or prior to such date pursuant to Section 2.07 and the repayment made pursuant to clause (i) of this Section 2.06) due to the Springdale Lenders pursuant to Section 2.03(e)(iv) of the Security Agreement, and (c) on the Maturity Date, the aggregate principal amount of the remaining Advances then outstanding.
SECTION 2.07. Prepayments. (a) Optional. Subject to Section 2.04 of the Security Agreement, the Borrower may, upon at least one Business Day's notice in the case of Base Rate Advances and three Business Days' notice in the case of Eurodollar Rate Advances, in each case to the Springdale Lender Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, the Borrower shall, prepay the outstanding aggregate principal amount of the Advances in whole or ratably in part, together with accrued interest to the date of such prepayment on the aggregate principal amount prepaid; provided that (i) each partial prepayment shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (ii) if any prepayment of a Eurodollar Rate Advance is made on a date other than the last day of an Interest Period for such Advance, the Borrower shall also pay any amounts owing pursuant to Section 8.04(c).
(b) Mandatory. The Borrower shall prepay the Advances in accordance with Section 2.03 of the Security Agreement.
SECTION2.08. Interest. (a) Scheduled Interest. Subject to clause (d) below, the Borrower shall pay interest on the unpaid principal amount of each Advance owing to each Springdale Lender from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:
(i) Base Rate Advances. During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of (A) the Base Rate in effect from time to time and (B) the Applicable Margin in effect from time to time, payable in arrears monthly on the last day of each calendar month during such periods and on the date such Base Rate Advance shall be Converted or paid in full.
(ii) Eurodollar Rate Advances. During such periods as such Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of (A) the Eurodollar Rate for such Interest Period for such Advance and (B) the Applicable Margin in effect from time to time during such Interest Period, payable in arrears on the last day of such Interest Period and on the date such Eurodollar Rate Advance shall be Converted or paid in full.
(b) Default Interest. Upon the occurrence and during the continuance of an Event of Default, the Borrower shall pay interest on (i) the unpaid principal amount of each Advance owing to each Springdale Lender, payable in arrears on the dates referred to in clause (a)(i) or (a)(ii) above and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on such Advance pursuant to clause (a)(i) or (a)(ii) above and (ii) to the fullest extent permitted by Applicable Law, the amount of any interest, fee or other amount payable hereunder that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid, in the case of interest, on the Type of Advance on which such interest has accrued pursuant to clause (a)(i) or (a)(ii) above and, in all other cases, on Base Rate Advances pursuant to clause (a)(i) above.
(c) Notice of Interest Period and Interest Rate. Promptly after receipt of the Notice of Borrowing pursuant to Section 2.02, or a Notice of Conversion/Continuation pursuant to Section 2.04(b), the Springdale Lender Agent shall give notice to the Borrower and each Springdale Lender of the applicable Interest Period and the applicable interest rate determined by the Springdale Lender Agent for purposes of clause (a)(i) or (a)(ii) above.
(d) Interest Reset. If any Lien granted pursuant to any Collateral Document to secure an Unsecured Loan Advance pursuant to Section 2.15 is subsequently determined to be a preference pursuant to Section 547 of the Bankruptcy Code (or any successor provision or statute) or under any comparable state law, as found in a judgment by a court of competent jurisdiction, (i) interest shall be deemed to have accrued on such Advance at the rate applicable to Unsecured Loan Advances pursuant to clauses (a) and (b) of this Section 2.08, as applicable, from the date on which such Lien was purported to be granted until the date of such determination and (ii) the amount by which (A) interest determined in accordance with clause (i) above with respect to such Advance for such period, exceeds (B) interest previously paid by the Borrower to the Springdale Lenders with respect to such Advance for such period, shall be due and payable by the Borrower on the date of such determination.
SECTION 2.09. Fees. (a) (i) Springdale Lender Agent' Fees. The Borrower shall pay to the Springdale Lender Agent for its own account such fees as may from time to time be agreed between the Borrower and Springdale Lender Agent.
(b) Fees for Unsecured Loan Advances. Without prejudice to Section 2.08(d), if any Unsecured Loan Advance (or any portion thereof) shall remain outstanding on August 1, 2003, the Borrower shall, on August 1, 2003, pay to the Springdale Lender Agent for the account of the Springdale Lenders as of August 1, 2003 (to be shared among such Springdale Lenders according to their respective Pro Rata Shares of such fee) a fee equal to the amount by which (i) the aggregate amount of interest that would have accrued from the date of the Borrowing through July 31, 2003 if such interest had been determined in accordance with Section 2.08(a) and (b), as the case may be, using an Applicable Margin of 10.50% per annum for all Unsecured Loan Advances outstanding as of August 1, 2003, exceeds (ii) the aggregate amount of interest accrued for the account of the Springdale Lenders on or before July 31, 2003 with respect to such Unsecured Loan Advances.
SECTION 2.10. Illegality. Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Springdale Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Springdale Lender to the Borrower through the Springdale Lender Agent, (i) each Eurodollar Rate Advance will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Springdale Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Springdale Lender Agent shall notify the Borrower that such Springdale Lender has determined that the circumstances causing such suspension no longer exist; provided that, before making any such demand, such Springdale Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Springdale Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the judgment of such Springdale Lender, be otherwise disadvantageous to such Springdale Lender.
SECTION 2.11. Increased Costs. (a) If, due to either (i) 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 (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereof, there shall be any increase in the cost to any Springdale Lender of agreeing to make or of making, the Borrowing or maintaining Eurodollar Rate Advances (excluding, for purposes of this Section 2.11, any such increased costs resulting from (A) Taxes or Other Taxes (as to which Section 2.12 shall govern) and (B) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Springdale Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Springdale Lender (with a copy of such demand to the Springdale Lender Agent), pay to the Springdale Lender Agent for the account of such Springdale Lender additional amounts sufficient to compensate such Springdale Lender for such increased cost; provided that a Springdale Lender claiming additional amounts under this Section 2.11(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Springdale Lender, be otherwise disadvantageous to such Springdale Lender. A certificate as to the amount of such increased cost, submitted to the Borrower by such Springdale Lender, shall be conclusive and binding for all purposes, absent manifest error.
(b) If any Springdale Lender 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 Springdale Lender or any corporation controlling such Springdale Lender and that the amount of such capital is increased by or based upon the existence of such Springdale Lender's commitment to lend and other commitments of such type, then, upon demand by such Springdale Lender or such corporation (with a copy of such demand to the Springdale Lender Agent), the Borrower shall pay to the Springdale Lender Agent for the account of such Springdale Lender, from time to time as specified by such Springdale Lender, additional amounts sufficient to compensate such Springdale Lender in the light of such circumstances, to the extent that such Springdale Lender reasonably determines such increase in capital to be allocable to the existence of such Springdale Lender's commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower by such Springdale Lender shall be conclusive and binding for all purposes, absent manifest error.
(c) If, with respect to any Eurodollar Rate Advances, the Required Springdale Lenders notify the Springdale Lender Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Springdale Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Springdale Lender Agent shall forthwith so notify the Borrower and the Springdale Lenders, whereupon (i) each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Springdale Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Springdale Lender Agent shall notify the Borrower that such Springdale Lenders have determined that the circumstances causing such suspension no longer exist.
SECTION 2.12. Taxes. (a) Any and all payments by the Borrower hereunder or under the Notes shall be made, in accordance with Section 2.13, free and clear of and without deduction for any and all present or future withholding taxes, including levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Springdale Lender and the Springdale Lender Agent, (i) taxes imposed on (or measured by) its overall net income, or any franchise taxes or other similar taxes imposed for the privilege of carrying on a business in corporate form (other than taxes imposed as a result of entering into this Agreement and the transactions contemplated hereby), or taxes measured by its net worth or shareholder's capital, by the United States, or by the jurisdiction under the laws of which such recipient is organized or in which its Applicable Lending Office is located, (ii) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Applicable Lending Office of any Springdale Lender is located and (iii) withholding taxes excluded pursuant to clause (e) of this Section 2.1 2 (all such non-excluded taxes, including levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder or under the Notes 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 Springdale Lender or the Springdale Lender Agent, (A) the sum payable by the Borrower shall be increased as may be necessary so that after the Borrower and the Springdale Lender Agent have made all required deductions (including deductions applicable to additional sums payable under this Section 2.12) such Springdale Lender or the Springdale Lender Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (B) the Borrower shall make all such deductions and (C) 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 shall pay any present or future stamp, documentary, excise, property, intangible, mortgage recording or similar taxes, charges or levies that arise from any payment made hereunder or under the Notes or from the execution, delivery or registration of, performance under, or otherwise with respect to, this Agreement or any other Financing Document, but excluding all other U.S. federal taxes other than withholding taxes (hereinafter referred to as "*Other Taxes*"). If revised disclosure regulations under Section 6011 of the Internal Revenue Code are issued which modify the definition of a "reportable transaction" so that it does not include a transaction where the issuer of a debt instrument provides an indemnity for taxes, in addition to withholding taxes imposed on interest paid on the debt instrument, for purposes of subsections (a) and (b) of this Section 2.12, the terms "Taxes" and "Other Taxes" shall include all such taxes (other than any taxes described in clauses (i), (ii) and (iii) of Section 2.12(a) above), whether or not collected by way of withholding.
(c) The Borrower shall indemnify each Springdale Lender and the Springdale Lender Agent for and hold them harmless against the full amount of Taxes and Other Taxes, and for the full amount of taxes of any kind imposed by any jurisdiction on amounts payable under this Section 2.12, imposed on or paid by such Springdale Lender or the Springdale Lender Agent (as the case may be) and any liability (including penalties, additions to tax, interest and reasonable expenses) arising therefrom or with respect thereto. This indemnification shall be made within 30 days from the date such Springdale Lender or the Springdale Lender Agent (as the case may be) makes written demand therefor.
(d) As soon as practicable (but in no event later than 90 days) after the date of any payment of Taxes, the Borrower shall furnish to the Springdale Lender Agent, at its address referred to in Section 8.02, the original or a certified copy of a receipt evidencing such payment. Excluding payments made by the Springdale Lender Agent, in the case of any payment hereunder or under the Notes by or on behalf of the Borrower through an account or branch outside the United States or by or on behalf of the Borrower by a payor that is not a United States person, if the Borrower determines that no Taxes are payable in respect thereof, the Borrower shall furnish, or shall cause such payor to furnish, to the Springdale Lender Agent, at such address, an opinion of counsel acceptable to the Springdale Lender Agent stating that such payment is exempt from Taxes. For purposes of subsections (d) and (e) of this Section 2.12, the terms "*United States" and "United States person*" shall have the meanings specified in Section 7701 of the Internal Revenue Code.
(e) Each Springdale Lender organized under the laws of a jurisdiction outside the United States shall, on or prior to the date of its execution and delivery of this Agreement in the case of each Springdale Lender or (as applicable) on the date of the Assignment and Acceptance pursuant to which it becomes a Springdale Lender, and from time to time thereafter as requested in writing by the Borrower (but only so long thereafter as such Springdale Lender remains lawfully able to do so), provide each of the Springdale Lender Agent and the Borrower with duly certified copies of (i) Internal Revenue Service Form W-8ECI, or any successor form thereto, certifying that the payments received from the Borrower hereunder are effectively connected with such Springdale Lender's conduct of a trade or business in the United States; or (ii) Internal Revenue Service Form W-8BEN, or any successor form thereto, certifying that such Springdale Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces the rate of withholding tax on payments of interest; or (iii) Internal Revenue Service Form W-8BEN or any successor form thereto, together with a certificate stating that (1) the Springdale Lender is not a "bank" for purposes of Internal Revenue Code Section 881(c)(3)(A), or the obligation of the Borrower hereunder is not, with respect to such Springdale Lender, pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of that section; (2) the Springdale Lender is not a 10% shareholder of the Borrower within the meaning of Internal Revenue Code Section 871(h)(3) or 881(c)(3)(B); and (3) the Springdale Lender is not a controlled foreign corporation that is related to the Borrower within the meaning of Internal Revenue Code Section 881(c)(3)(C); or (iv) such other governmental forms as may be applicable to the Springdale Lender, including Forms W-8IMY or W-8EXP, which will reduce the rate of withholding tax on payments of interest. Each Springdale Lender organized under the laws of the United States that is not a corporation shall, on or prior to the date of its execution and delivery of this Agreement in the case of the Springdale Lenders party hereto on the date of the Borrowing, and on the date of the Assignment and Acceptance pursuant to which it becomes a Springdale Lender in the case of each other Springdale Lenders, and from time to time as requested in writing by the Borrower, provide each of the Springdale Lender Agent and the Borrower with two duly completed copies of Internal Revenue Service Form W-9. Each Springdale Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Springdale Lender (but only to the extent such Springdale Lender is lawfully able to do so). Each such Springdale Lender shall promptly notify the Borrower at any time that it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the Internal Revenue Service for such purpose). If the forms provided by a Springdale Lender at the time such Springdale Lender first becomes a party to this Agreement indicate a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from Taxes unless and until such Springdale Lender provides the appropriate forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such forms; provided, however, that if, at the effective date of the Assignment and Acceptance pursuant to which a Springdale Lender becomes a party to this Agreement, the Springdale Lender assignor was entitled to payments under subsection (a) of this Section 2.12 in respect of United States withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) United States withholding tax, if any, applicable with respect to the Springdale Lender assignee on such date. If any form or document referred to in this subsection (e) requires the disclosure of information, other than information necessary to compute the tax payable and information required by the applicable Internal Revenue Service form (or related certificate described above), that the applicable Springdale Lender reasonably considers to be confidential, such Springdale Lender shall give notice thereof to the Borrower and shall not be obligated to include in such form or document such confidential information.
(f) Notwithstanding the foregoing, for any period with respect to which a Springdale Lender has failed to provide the Borrower with the appropriate form described in subsection (e) above (other than if such failure is due to a change in law occurring after the date on which a form originally was required to be provided or if such form otherwise is not required under subsection (e) above), such Springdale Lender shall not be entitled to indemnification under subsection (a) or (c) of this Section 2.12 with respect to Taxes imposed by the United States by reason of such failure; provided, however, that should a Springdale Lender become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as such Springdale Lender shall reasonably request to assist such Springdale Lender to recover such Taxes.
(g) Any Springdale Lender claiming any additional amounts payable pursuant to this Section 2.12 agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Eurodollar Lending Office or Domestic Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Springdale Lender, be otherwise disadvantageous to such Springdale Lender.
(h) If any Springdale Lender determines, in its sole discretion, that it has actually and finally realized, by reason of a refund, deduction or credit of any Taxes paid or reimbursed by the Borrower pursuant to subsection (a) or (c) above in respect of payments under this Agreement or any Note, a current monetary benefit that it would otherwise not have obtained, and that would result in the total payments under this Section 2.12 exceeding the amount needed to make such Springdale Lender whole, such Springdale Lender shall pay to the Borrower, with reasonable promptness following the date on which it actually realizes such benefit, an amount equal to the lesser of the amount of such benefit or the amount of such excess, in each case net of all out-of-pocket expenses in securing such refund, deduction or credit.
SECTION 2.13. Payments Generally; Pro Rata Treatment. (a) The Borrower shall make each payment hereunder and under the Notes, regardless of any right of counterclaim or setoff, not later than 11:00 a.m. (New York City time) on the day when due in Dollars to the Springdale Lender Agent (or, in the case of any payment pursuant to Sections 2.06 and 2.07, the Borrower shall pay to the Intercreditor Agent for the account of the Springdale Lender Agent) at the Springdale Lender Agent's Account in immediately available funds, with payments being received by the Springdale Lender Agent after such time being deemed to have been received on the next succeeding Business Day. The Springdale Lender Agent will promptly thereafter cause like funds to be distributed (i) if such payment by (or for the account of) the Borrower is in respect of principal, interest, fees or any other Obligation then payable hereunder and under the Notes to more than one Springdale Lender, to such Springdale Lenders for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Springdale Lenders and (ii) if such payment by (or for the account of) the Borrower is in respect of any Obligation then payable hereunder to one Springdale Lender, to such Springdale Lender 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 an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date of such Assignment and Acceptance, the Springdale Lender Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Springdale Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.
(b) The Borrower hereby authorizes each Springdale Lender and each of its Affiliates, if and to the extent payment owed to such Springdale Lender is not made when due hereunder or under the Note held by such Springdale Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower's accounts (other than the Pledged Accounts and the Controlled Accounts) with such Springdale Lender or such Affiliate any amount so due.
(c) All computations of interest and of fees shall be made by the Springdale Lender Agent 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, fees or commissions are payable. Each determination by the Springdale Lender Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error.
(d) Unless the Springdale Lender Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Springdale Lender hereunder that the Borrower will not make such payment in full, the Springdale Lender Agent may assume that the Borrower has made such payment in full to the Springdale Lender Agent on such date and the Springdale Lender Agent may, in reliance upon such assumption, cause to be distributed to each such Springdale Lender on such due date an amount equal to the amount then due such Springdale Lender. If and to the extent the Borrower shall not have so made such payment in full to the Springdale Lender Agent, each such Springdale Lender shall repay to the Springdale Lender Agent forthwith on demand such amount distributed to such Springdale Lender together with interest thereon, for each day from the date such amount is distributed to such Springdale Lender until the date such Springdale Lender repays such amount to the Springdale Lender Agent, at the Federal Funds Rate.
(e) If the Springdale Lender Agent receives funds for application to the Obligations owing to the Springdale Lenders under the Financing Documents under circumstances for which the Financing Documents do not specify the Advances to which, or the manner in which, such funds are to be applied, the Springdale Lender Agent may, but shall not be obligated to, elect to distribute such funds to each Springdale Lender ratably in accordance with such Springdale Lender's proportionate share of the principal amount of all outstanding Advances, in repayment or prepayment of such of the outstanding Advances or other Obligations owed to such Springdale Lender, and for application to such principal installments, as the Springdale Lender Agent shall direct; provided that the Borrower shall not be liable to any Springdale Lender with respect to any such distribution by the Springdale Lender Agent; and provided further that any such fund shall first be applied to any outstanding Loan Advances, and then to any outstanding Secured Loan Advances.
(f) If any Springdale Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise), other than pursuant to Sections 2.10, 2.11 or 2.12 or as a result of an assignment pursuant to Section 8.07 (a) on account of Obligations due and payable to such Springdale Lender hereunder and under the Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Springdale Lender at such time to (ii) the aggregate amount of the Obligations due and payable to all Springdale Lenders hereunder and under the Notes at such time) of payments on account of the Obligations due and payable to all Springdale Lenders hereunder and under the Notes at such time obtained by all the Springdale Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Springdale Lender hereunder and under the Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Springdale Lender at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Springdale Lenders hereunder and under the Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Springdale Lenders hereunder and under the Notes at such time obtained by all of the Springdale Lenders at such time, such Springdale Lender shall forthwith purchase from the other Springdale Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Springdale Lender to share the excess payment ratably with each of them; provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Springdale Lender, such purchase from each other Springdale Lender shall be rescinded and such other Springdale Lender shall repay to the purchasing Springdale Lender the purchase price to the extent of such Springdale Lender's ratable share (according to the proportion of (i) the purchase price paid to such Springdale Lender to (ii) the aggregate purchase price paid to all Springdale Lenders) of such recovery together with an amount equal to such Springdale Lender's ratable share (according to the proportion of (i) the amount of such other Springdale Lender's required repayment to (ii) the total amount so recovered from the purchasing Springdale Lender) of any interest or other amount paid or payable by the purchasing Springdale Lender in respect of the total amount so recovered. The Borrower agrees that any Springdale Lender so purchasing an interest or participating interest from another Springdale Lender pursuant to this Section 2.13 may, to the fullest extent permitted by Applicable Law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Springdale Lender were the direct creditor of the Borrower in the amount of such interest or participating interest, as the case may be.
SECTION 2.14. Use of Proceeds. The proceeds of the Borrowing shall be, and the Borrower agrees that it shall use such proceeds of the Borrowing solely to fund its exercise of the Purchase Option (as defined in the Participation Agreement). To procure the payment in full by Power Trust 2000-A of the Existing Springdale Lease Participations, the proceeds of the Borrowing shall be credited to the Springdale Lender Agent for the account of the Existing Lenders and the Equity Participants according to their respective Existing Lender Debt and/or Existing Equity Participation (with the allocation of such crediting to be made in accordance with the terms of the Participation Agreement). Allocation of the Borrowing as aforesaid and crediting the named bank account in accordance with the Notice of Borrowing shall be a deemed Borrowing from the Springdale Lenders by the Borrower.
SECTION 2.15. Recalculation of Outstanding Principal Amount of Loan Advances. On each Recalculation Date (as defined in the Security Agreement), the outstanding amount of Secured Loan Advances and Unsecured Loan Advances shall be recalculated in accordance with the provisions of Section 2.01 of the Security Agreement and, upon satisfaction of all conditions specified therein with respect to the securing of Unsecured Loan Advances (or any portion thereof), the Unsecured Loan Advances (or any portion thereof) shall, to the extent provided in Section 2.01 of the Security Agreement, become secured and deemed to be part of the Secured Loan Advances, as provided therein.

ARTICLE III CONDITIONS OF LENDING
SECTION 3.01. Conditions Precedent to Closing Date. No Springdale Lender shall be required or obligated to make its Advance until the conditions precedent to the Closing Date and the Refinancing Closing set forth in Sections 3.01 and 3.03, respectively, of the Common Agreement shall have been satisfied or waived in accordance with the terms of Section 3.04 of the Common Agreement.
ARTICLE IV REPRESENTATIONS AND WARRANTIES
SECTION 4.01. Representations and Warranties of the Borrower. In order to induce the Springdale Lenders to enter into this Agreement and the other Financing Documents to which they are a party, the Borrower confirms that the representations and warranties made in Article IV of the Common Agreement are hereby incorporated by reference herein as if fully set forth in this Agreement.
ARTICLE V COVENANTS OF THE BORROWER
SECTION 5.01. Covenants. The Borrower agrees that, so long as any Advance shall remain unpaid or any Springdale Commitment shall remain outstanding, the Borrower shall observe and perform each of its covenants and undertakings set forth in the Common Agreement and the other Financing Documents, which covenants and undertakings are incorporated in this Agreement by reference as if fully set forth herein, in accordance with their terms.
SECTION 5.02. Special Property Covenants. The Borrower agrees that it shall procure that WPPC (and any other necessary Person) shall (i) consent to and co-operate in the preparation, approval and recording of a plan of subdivision in respect of the Springdale Premises consistent with the plan already drafted and approved by the relevant consent authorities, which evidenced the Springdale Premises as a parcel of land separate from all its contiguous land, and (ii) grant to the Borrower within one hundred and twenty (120) days of the date hereof, all easements required by the Borrower (in consultation with the Springdale Lender Agent) to provide unobstructed and sufficient vehicular and pedestrian access, ingress and egress from the Springdale Premises to an open and dedicated public road, including but not limited to, ▇▇▇▇▇▇ Street, and to provide sufficient utility service to the Springdale Premises, including, but not limited to, water, sewer, electricity and telecommunications. In connection with the foregoing, the Borrower shall procure that each relevant grantor, within thirty (30) days after written request by the Springdale Lender Agent, without any charge therefor, and at the Borrower's sole cost and expense, shall execute and deliver to the Springdale Lender Agent, in form sufficient for recording in the land records of Allegheny County, Pennsylvania and any other government office in which such recording or filing may be necessary, any and all documentation reasonably required by the Springdale Lender Agent to evidence the foregoing plan of subdivision and easements. The expiration of the thirty (30) day period following any such written request by the Springdale Lender Agent in respect of the easements only, may not be earlier than the expiration of the abovementioned one hundred and twenty (120) day period.
ARTICLE VI EVENTS OF DEFAULT
SECTION 6.01. Events of Default. If any Event of Default shall occur and be continuing, the Springdale Lenders shall have (in addition to any and all other available remedies at law or in equity) each of the remedies to which they are entitled as provided in the Common Agreement and the Security Agreement.
ARTICLE VII THE SPRINGDALE LENDER AGENT
SECTION 7.01. Authorization and Action. Each Springdale Lender hereby appoints and authorizes the Springdale Lender Agent to (a) take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Financing Documents as are delegated to the Springdale Lender Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto and (b) enter into the Intercreditor Agreement as agent on its behalf and to appoint and indemnify the AYE/AESC Intercreditor Agent in accordance with the terms thereof . As to any matters not expressly provided for by the Financing Documents (including enforcement or collection of the Notes), the Springdale Lender 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 Required Springdale Lenders, and such instructions shall be binding upon all Springdale Lenders and all holders of Notes; provided, however, that the Springdale Lender Agent shall not be required to take any action that exposes the Springdale Lender Agent to personal liability or that is contrary to this Agreement or applicable law. The Springdale Lender Agent agrees to give to each Springdale Lender prompt notice of each notice given to it by the Borrower or any other Person pursuant to the terms of this Agreement or any other Financing Document.
SECTION 7.02. Springdale Lender Agent's Reliance, Etc. Neither the Springdale Lender Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Financing Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Springdale Lender Agent: (a) may treat the payee of any Note as the holder thereof until the Springdale Lender Agent receives and accepts an Assignment and Acceptance entered into by the Springdale Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (b) may consult with legal counsel (including counsel for any Loan Party), independent public accountants and other experts selected in good faith 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; (c) makes no warranty or representation to any Springdale Lender and shall not be responsible to any Springdale Lender for any statements, warranties or representations (whether written or oral) made in or in connection with the Financing Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Financing Document on the part of any Loan Party or to inspect the property (including the books and records) of any Loan Party; (e) shall not be responsible to any Springdale Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Financing Document or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Financing Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
SECTION 7.03. Springdale Lender Credit Decision. Each Springdale Lender acknowledges that it has, independently and without reliance upon the Springdale Lender Agent or any other Springdale Lender and based on the financial statements referred to in Sections 3.01 and 5.04 of the Common Agreement and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Financing Documents to which it is a party. Each Springdale Lender also acknowledges that it will, independently and without reliance upon the Springdale Lender Agent or any other Springdale Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Financing Documents to which it is a party.
SECTION 7.04. Indemnification. (a) Each Springdale Lender severally agrees to indemnify the Springdale Lender Agent (to the extent not promptly reimbursed by the Borrower) from and against such Springdale Lender's ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Springdale Lender Agent in any way relating to or arising out of the Financing Documents or any action taken or omitted by the Springdale Lender Agent under the Financing Documents (collectively, the "*Indemnified Costs"); provided* that no Springdale Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting directly and primarily from the Springdale Lender Agent's gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the foregoing, each Springdale Lender agrees to reimburse the Springdale Lender Agent promptly upon demand for its ratable share of any damages, losses, liabilities, costs and expenses (including fees and expenses of counsel) payable by the Borrower under Section 8.04, to the extent that the Springdale Lender Agent is not promptly reimbursed for such damages, losses, liabilities, costs and expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 7.04 applies whether any such investigation, litigation or proceeding is brought by any Springdale Lender or any other Person.
(b) For purposes of this Section 7.04, the Springdale Lenders' respective ratable shares of any amount shall be determined, at any time, according to the aggregate principal amount of the Advances outstanding at such time and owing to the respective Springdale Lenders (or, prior to the date of the Borrowing, their respective Springdale Commitments). The failure of any Springdale Lender to reimburse the Springdale Lender Agent promptly upon demand for its ratable share of any amount required to be paid by the Springdale Lenders to the Springdale Lender Agent as provided herein shall not relieve any other Springdale Lender of its obligation hereunder to reimburse the Springdale Lender Agent for its ratable share of such amount, but no Springdale Lender shall be responsible for the failure of any other Springdale Lender to reimburse the Springdale Lender Agent for such other Springdale Lender's ratable share of such amount. Without prejudice to the survival of any other agreement of any Springdale Lender hereunder, the agreement and obligations of each Springdale Lender contained in this Section 7.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Financing Documents.
SECTION 7.05. Successor Springdale Lender Agent. The Springdale Lender Agent may resign at any time by giving written notice thereof to the Springdale Lenders and the Borrower and may be removed at any time with or without cause by the Required Springdale Lenders. Upon any such resignation or removal, the Required Springdale Lenders shall have the right to appoint a successor Springdale Lender Agent. If no successor Springdale Lender Agent shall have been so appointed by the Required Springdale Lenders, and shall have accepted such appointment, within 30 days after the retiring Springdale Lender Agent's giving of notice of resignation or the Required Springdale Lenders' removal of the retiring Springdale Lender Agent, then the retiring Springdale Lender Agent may, on behalf of the Springdale Lenders, appoint a successor Springdale Lender Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Springdale Lender Agent hereunder by a successor Springdale Lender Agent, such successor Springdale Lender Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Springdale Lender Agent, and the retiring Springdale Lender Agent shall be discharged from its duties and obligations under the Financing Documents. After any retiring Springdale Lender Agent's resignation or removal hereunder as Springdale Lender Agent shall have become effective, 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 Springdale Lender Agent under the Financing Documents.
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 Required Springdale Lenders and, in the case of an amendment only, the Borrower, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that no amendment, waiver or consent shall, unless in writing and signed by all of the Springdale Lenders, do any of the following at any time: (a) change the percentage of (i) the Springdale Commitments, or (ii) the aggregate unpaid principal amount of the Advances that, in each case, shall be required for the Springdale Lenders or any of them to take any action hereunder, (b) amend this Section 8.01, (c) increase the Springdale Commitment of any Springdale Lender or subject any Springdale Lender to any additional obligation, (d) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder (including by way of amendment to, or waiving the operation of, the final proviso in the definition of "LIBOR" with respect to a minimum rate for LIBOR), (e) postpone any date scheduled for any payment of principal of, or interest on, the Notes (including pursuant to Section 2.04, 2.06 or 2.07) or any date fixed for payment of fees or other amounts payable hereunder, (f) limit the liability of the Borrower hereunder or under any of the Notes or (g) alter any provision of this Agreement requiring the pro rata sharing of payments among the Springdale Lenders; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Springdale Lender Agent in addition to the Springdale Lenders required above to take such action, affect the rights or duties of the Springdale Lender Agent under this Agreement or the other Financing Documents. For the avoidance of doubt, provisions contained in another Financing Document which are incorporated by reference in this Agreement (including pursuant to Articles IV, V and VI) may be amended, modified and/or supplemented from time to time in accordance with the terms of such Financing Document, and this Section 8.01 shall not limit or otherwise restrict the ability of the parties to such other Financing Document to amend, modify and/or supplement such provisions in accordance with the terms of the applicable Financing Document.
SECTION 8.02. Notices, Etc. All notices and other communications provided for hereunder shall be either (a) in writing (including telecopier communication) and mailed, telecopied or otherwise delivered or (b) by electronic mail or other electronic means (if electronic mail addresses are designated as provided below), if to the Borrower, at its address at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: Treasurer, Facsimile Number ▇▇▇-▇▇▇-▇▇▇▇ (with a copy to General Counsel, Allegheny Energy Supply Company, LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ (Facsimile Number: 301-665-2736)); if to any Springdale Lender, at its Domestic Lending Office specified opposite its name on Schedule I, or (as applicable) at its Domestic Lending Office specified in the Assignment and Acceptance pursuant to which it became a Springdale Lender; and if to the Springdale Lender Agent, at its address at The Bank of Nova Scotia, New York Agency, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Juliet ▇. ▇. ▇▇▇, Facsimile Number ▇▇▇-▇▇▇-▇▇▇▇; or, as to any party, at such other address as shall be designated by such party in a written notice to the other parties. All such notices and other communications shall, when mailed, telecopied or sent by electronic mail or otherwise, be effective when deposited in the mails, telecopied or sent by electronic mail with confirmed delivery notice, or otherwise delivered (or confirmed by a signed receipt), respectively, addressed as aforesaid, except that notices and communications to the Springdale Lender Agent pursuant to Article II, III or VII shall not be effective until received by the Springdale Lender Agent. Delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this Agreement or the Notes or of any Exhibit to be executed and delivered hereunder shall be effective as delivery of an original executed counterpart thereof.
SECTION 8.03. No Waiver; Remedies. No failure on the part of any Springdale Lender or the Springdale Lender Agent to exercise, and no delay in exercising, any right hereunder or under any Note 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 (i) all costs and expenses of the Springdale Lender Agent in connection with the preparation, execution, delivery, administration, modification and amendment of the Financing Documents (including (A) all due diligence, collateral review, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and expenses and (B) the reasonable fees and expenses of counsel for the Springdale Lender Agent with respect thereto, with respect to advising the Springdale Lender Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Financing Documents, with respect to negotiations with any Loan Party or with other creditors of any Loan Party or any of its Subsidiaries or other Persons arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of the Springdale Lender Agent and each Springdale Lender in connection with the enforcement of the Financing Documents, whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding, or any restructuring or workout, in each case affecting creditors' rights generally (including the reasonable fees and expenses of counsel for the Springdale Lender Agent and each Springdale Lender with respect thereto).
(b) The Borrower agrees to indemnify, defend and save and hold harmless the Springdale Lender Agent, each Springdale Lender and each of their Affiliates and their respective officers, directors, employees, agents, attorneys and advisors (each, an "*Indemnified Party*") from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Transaction, the actual or proposed use of the proceeds of the Advances, the Relevant Documents or any of the transactions contemplated thereby, or (ii) the actual or alleged presence of Hazardous Materials on any property of any Loan Party or any of its Subsidiaries or any Environmental Action relating in any way to any Loan Party or any of its Subsidiaries, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly and primarily from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnified Party, whether or not any Indemnified Party is otherwise a party thereto and whether or not the Transaction is consummated. The Borrower also agrees not to assert any claim against the Springdale Lender Agent, any Springdale Lender or any of their Affiliates, or any of their respective officers, directors, employees, agents, attorneys and advisors, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Transaction, the actual or proposed use of the proceeds of the Advances, the Relevant Documents or any of the transactions contemplated by the Relevant Documents.
(c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by the Borrower to or for the account of a Springdale Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.03, 2.10 or 2.11, acceleration of the maturity of the Notes or for any other reason, or if the Borrower fails to make any payment or prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, whether pursuant to Section 2.04 or 2.07 or otherwise, the Borrower shall, upon demand by such Springdale Lender (with a copy of such demand to the Springdale Lender Agent), pay to the Springdale Lender Agent for the account of such Springdale Lender any amounts required to compensate such Springdale Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment, or Conversion or such failure to pay or prepay, as the case may be, including any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Springdale Lender to fund or maintain such Advance.
(d) If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it under any Financing Document, including fees and expenses of counsel and indemnities, such amount may be paid on behalf of such Loan Party by the Springdale Lender Agent or any Springdale Lender, in its sole discretion.
(e) Without prejudice to the survival of any other agreement of any Loan Party hereunder or under any other Financing Document, the agreements and obligations of the Borrower contained in Sections 2.11 and 2.12 and this Section 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under any of the other Financing Documents.
(f) Sections 11.1, 11.2 and 11.3 of the Participation Agreement are hereby incorporated by reference herein, as if they were fully set forth herein.
SECTION 8.05. Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the issuance of an Acceleration Notice, the Springdale Lender Agent and each Springdale Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final), other than the Pledged Accounts and the Controlled Accounts, at any time held and other indebtedness at any time owing by the Springdale Lender Agent, such Springdale Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the Obligations of the Borrower now or hereafter existing under the Financing Documents, irrespective of whether the Springdale Lender Agent or such Springdale Lender shall have made any demand under this Agreement or such Note or Notes and although such Obligations may be unmatured. The Springdale Lender Agent and each Springdale Lender agrees promptly to notify the Borrower after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Springdale Lender Agent and each Springdale Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off) that the Springdale Lender Agent, such Springdale Lender and their respective Affiliates may have.
SECTION 8.06. Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower and the Springdale Lender Agent and the Springdale Lender Agent shall have been notified by each Springdale Lender that such Springdale Lender has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Springdale Lender Agent, each Springdale Lender, 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 Springdale Lenders.
SECTION 8.07. Assignments and Participations. (a) Each Springdale Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Springdale Commitment, the Advances owing to it and the Note or Notes held by it); provided that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of the Springdale Commitments and Advances, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Springdale Lender, an Affiliate of any Springdale Lender or an Approved Fund of any Springdale Lender or an assignment of all of a Springdale Lender's rights and obligations under this Agreement, the aggregate amount of the Springdale Commitment and Advances being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $1,000,000 (or such lesser amount as shall be approved by the Springdale Lender Agent), (iii) each such assignment shall be to an Eligible Assignee, (iv) no such assignments shall be permitted without the consent of the Springdale Lender Agent (each such consent not to be unreasonably withheld), (v) the parties to each such assignment shall execute and deliver to the Springdale Lender Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,000, and (vi) each such assignment shall be made on a pro rata basis with respect to each of (A) such Springdale Lender's Secured Loan Advances and Unsecured Loan Advances, and (B) such Springdale Lender's rights and obligations under each of the Springdale Tranche A Facility, the Springdale Tranche B Facility, and the Springdale Tranche C Facility. Notwithstanding anything herein to the contrary, the provisions of this clause (a) shall not apply to assignments relating to sharing of payments or amounts pursuant to Section 2.13(f) or the Security Agreement.
(b) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Springdale Lender hereunder and (ii) the Springdale Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.11, 2.12 and 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the remaining portion of an assigning Springdale Lender's rights and obligations under this Agreement, such Springdale Lender shall cease to be a party hereto).
(c) By executing and delivering an Assignment and Acceptance, each Springdale Lender assignor thereunder and each assignee thereunder confirm to and agree with each other and the other parties thereto and hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Springdale Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Financing Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Financing Document or any other instrument or document furnished pursuant thereto; (ii) such assigning Springdale Lender 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 any Financing Document or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Financing Documents, together with copies of the financial statements referred to in Sections 3.01 and 5.04 of the Common Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Springdale Lender Agent, such assigning Springdale Lender or any other Springdale Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Financing Documents; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Springdale Lender Agent, the Collateral Agent and the Intercreditor Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Financing Documents as are delegated to the Springdale Lender Agent, the Collateral Agent and the Intercreditor Agent, respectively, by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement and the other Financing Documents are required to be performed by it as a Springdale Lender .
(d) The Springdale Lender Agent shall maintain at its address referred to in Section 8.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Springdale Lenders and the Springdale Commitment of, and principal amount of the Advances owing to, each Springdale Lender from time to time (the "*Register*"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Springdale Lender Agent and the Springdale Lenders shall treat each Person whose name is recorded in the Register as a Springdale Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or the Springdale Lender Agent or any Springdale Lender at any reasonable time and from time to time upon reasonable prior notice.
(e) Upon its receipt of an Assignment and Acceptance executed by an assigning Springdale Lender and an assignee, together with any Note or Notes subject to such assignment, the Springdale Lender Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower and each of the Intercreditor Agent and the Collateral Agent. In the case of any assignment by a Springdale Lender, within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Springdale Lender Agent in exchange for the surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the Springdale Commitment assumed by it pursuant to such Assignment and Acceptance and, if any assigning Springdale Lender has retained a Springdale Commitment hereunder, a new Note to the order of such assigning Springdale Lender in an amount equal to the Springdale Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit A.
(f) Each Springdale Lender may sell participations to one or more Persons (other than any Loan Party or any Affiliate of any Loan Party) in or to all or a portion of its rights and obligations under this Agreement (including all or a portion of its Springdale Commitment, the Advances owing to it and the Note or Notes (if any) held by it); provided, however, that (i) such Springdale Lender's obligations under this Agreement (including its Springdale Commitment) shall remain unchanged, (ii) such Springdale Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Springdale Lender shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Borrower, the Springdale Lender Agent and the other Springdale Lenders shall continue to deal solely and directly with such Springdale Lender in connection with such Springdale Lender's rights and obligations under this Agreement and (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of any Financing Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or release any material portion of the Collateral.
(g) Notwithstanding anything in this Agreement to the contrary (including any other provision regarding assignments, participations, transfers or novations), any Springdale Lender (a "*Granting Lender") may, without the consent of any other party hereto, grant to a special purpose vehicle (whether a corporation, partnership, limited liability company, trust or otherwise, an "SPV") sponsored or managed by the Granting Lender or any Affiliate thereof, a participation in all or any part of any Advance (including the Springdale Commitment therefor) that such Granting Lender has made or will make pursuant to this Agreement; provided* that (i) such Granting Lender's obligations under this Agreement (including its Springdale Commitment) shall remain unchanged; (ii) such Granting Lender shall remain the holder of its Note for all purposes under this Agreement; and (iii) the Borrower, the Springdale Lender Agent and the other Springdale Lenders shall continue to deal solely and directly with such Granting Lender in connection with such Granting Lender's rights and obligations under the Financing Documents. Each party hereto hereby agrees that (A) no SPV will be entitled to any rights or benefits that a Springdale Lender would not otherwise be entitled to under this Agreement or any other Financing Document; and (B) an SPV may assign its interest in any Advance under this Agreement to any Person that would constitute a Springdale Lender subject to the satisfaction of all requirements for an assignment by any Springdale Lender set forth in this Section 8.07. Notwithstanding anything in this Agreement to the contrary, the Granting Lender and any SPV may, without the consent of any other party to this Agreement, and without limiting any other rights of disclosure of the Granting Lender under this Agreement, disclose on a confidential basis any non-public information relating to its funding of Advances to (1) (in the case of the Granting Lender) any actual or prospective SPV, (2) (in the case of an SPV) its lenders, sureties, reinsurers, guarantors or credit liquidity enhancers, (3) their respective directors, officers, and advisors, and (4) any rating agency.
(h) Any Springdale Lender 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 Springdale Lender by or on behalf of the Borrower.
(i) Notwithstanding any other provision set forth in this Agreement, any Springdale Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including the Advances owing to it and the Note or Notes held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.
SECTION 8.08. 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. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of an original executed counterpart of this Agreement.
SECTION 8.09. Borrower's Confirmation. The Borrower confirms for the benefit of the Springdale Lender Agent and the Springdale Lenders that: (i) it has specifically requested the Springdale Lenders to make available the facility contemplated by this Agreement, and in doing so has undertaken or procured such financial and credit analysis of its position (before, and as it is projected to be after the Borrowing) as it deems necessary and appropriate, and made a separate and independent decision to enter into this Agreement; and (ii) prior to entering into this Agreement, it has sought and obtained such independent legal, tax, accounting and other professional advice in relation this Agreement and the transactions contemplated by it (including without limitation, the purposes and intents set forth in Preliminary Statements (2) and (3) hereof, and the purposes for which the proceeds of the Borrowing may be used by the Borrower) as it deems necessary and appropriate.
SECTION 8.10. Certain Matters Relating to Collateral and Security Agreement. For purposes of the making of certain calculations, including for purposes of Sections 2.08(d), 2.09(b) and 2.15, and as to matters relating to rights in Collateral (all as set forth in the Security Agreement and the Mortgages (other than the Mortgages securing New Money Obligations and the Springdale Obligations)), the parties agree that certain portions of the Advances made hereunder shall be deemed to be allocated and treated as follows: (a) the "*Springdale Tranche A Facility" shall notionally be comprised of Advances in an aggregate principal amount equal, as of the Refinancing Closing, to $94,334,904.55; (b) the "Springdale Tranche B Facility" shall notionally be comprised of Advances in an aggregate principal amount equal, as of the Refinancing Closing, to $150,000,000; and (c) the "Springdale Tranche C Facility" shall notionally be comprised of Advances in an aggregate principal amount equal, as of the Refinancing Closing, to $25,788,042.45. The aggregate principal amount of each of the Springdale Tranche A Facility, the Springdale Tranche B Facility, and the Springdale Tranche C Facility shall be recalculated from time to time in accordance with Section 2.01 of the Security Agreement. In addition, for purposes of the calculations and matters relating to rights in Collateral, as set forth in the Security Agreement and the Mortgages (other than Mortgages securing New Money Obligations and the Springdale Obligations), (i) notwithstanding that Advances (or any portion thereof) under each of the Springdale Tranche B Facility, and the Springdale Tranche C Facility are secured by the Springdale Assets, to the extent that such Advances (or any portion thereof) have not become secured by the Group Assets in accordance with the Security Agreement and the other Collateral Documents, such Advances shall be referred to herein and in the other Financing Documents as "Unsecured Loan Advances"; and (ii) Advances under the Springdale Tranche A Facility, and Advances (or any portion thereof) under each of the Springdale Tranche B Facility, and the Springdale Tranche C Facility which have become secured by the Group Assets in accordance with the Security Agreement and the other Collateral Documents, shall be referred to herein and in the other Financing Documents as "Secured Loan Advances*".
SECTION 8.11. Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Financing Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Financing Documents in the courts of any jurisdiction.
(b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Financing Documents to which it is a party in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
SECTION 8.12. 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 8.13. Waiver of Jury Trial. Each of the Borrower, the Springdale Lender Agent and the Springdale Lenders irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to any of the Financing Documents, the Advances or the actions of the Springdale Lender Agent or any Springdale Lender in the negotiation, administration, performance or enforcement thereof.
SECTION 8.14. Participating Interest Transfers. Pursuant to Section 10.2 of the Participation Agreement and immediately prior to the Refinancing Closing, (i) Scotiabanc, Inc. as an Equity Participant has transferred to The Bank of Nova Scotia a participating interest in its Lessor Amounts (as defined in the Participation Agreement) equal to the whole of such Lessor Amounts, for consideration equal to Scotiabanc, Inc.'s Existing Equity Participation, and (ii) Citibank, N.A. as an Existing Lender has transferred to Citicorp USA, Inc. a participating interest in its Loans (as defined in the Participation Agreement) equal to the whole of such Loans, for consideration equal to Citibank, N.A.'s Existing Lender Debt.
[SIGNATURE PAGES FOLLOW]

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

                                                                ALLEGHENY ENERGY SUPPLY
                                                                     COMPANY, LLC

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

                                                                     THE BANK OF NOVA SCOTIA
                                                                    as Springdale Lender Agent

                                                               By  JULIET ▇. ▇. ▇▇▇
                                                                     Name:  Juliet ▇. ▇. ▇▇▇
                                                                     Title:  Director

                                                     Springdale Lenders

                                                             BANK HAPOALIM, B.M. as Springdale
                                                                   Lender

                                                             By  /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
                                                                   Name:  ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
                                                                   Title:  Vice President and Corporate Manager

                                                               PNC COMMERCIAL, LLC as Springdale
                                                                    Lender

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

                                                               THE BANK OF NOVA SCOTIA as
                                                                    Springdale Lender

                                                               By  /s/ JULIET ▇. ▇. ▇▇▇
                                                                     Name:  Juliet ▇. ▇. ▇▇▇
                                                                     Title:  Director

                                                               PNC BANK, N.A. as Springdale Lender

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

                                                               CITICORP USA, INC. as Springdale
                                                                    Lender

                                                               By  /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
                                                                     Name:  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
                                                                     Title:

                                                               SUNTRUST BANK as Springdale Lender

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

                                                               BANK OF AMERICA, N.A. as Springdale
                                                                    Lender

                                                               By  /s/ ▇▇▇▇ ▇. REGISTER
                                                                     Name:  ▇▇▇▇ ▇. Register

Title: Principal

                                                               MELLON BANK, N.A. as Springdale
                                                                    Lender

                                                               By  /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
                                                                      Name:  ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
                                                                      Title:  First Vice President

Each of the following Persons consents to the transactions contemplated in this Agreement, including any transfers and assignments, and (other than Power Trust 2000-A) authorizes and directs Power Trust 2000-A to enter into and perform this Agreement and the transactions contemplated herein:
POWER TRUST 2000-A By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. Title: Senior Financial Services Officer	CITIBANK, N.A. By: /s/ ▇▇▇▇▇▇. ▇. ▇▇▇▇▇▇▇, ▇▇. Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Title:
SCOTIABANC, INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Managing Director	PNC COMMERCIAL, LLC By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President
LIBERTY STREET FUNDING CORPORATION By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President

$270,122,947

CREDIT AGREEMENT

Dated as of February 21, 2003

Among

ALLEGHENY ENERGY SUPPLY COMPANY, LLC

as Borrower

and

THE FINANCIAL INSTITUTIONS NAMED HEREIN

as the Springdale Lenders

and

THE BANK OF NOVA SCOTIA

as Springdale Lender Agent

TABLE OF CONTENTS
Section		Page
ARTICLE I DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS
SECTION 1.01	Certain Defined Terms	2
SECTION 1.02.	Principles of Interpretation	9
ARTICLE II AMOUNT AND TERMS OF THE BORROWING
SECTION 2.01.	Advances	10
SECTION 2.02.	Procedures for Borrowing	10
SECTION 2.03.	Notice of Borrowing Irrevocable	11
SECTION 2.04.	Interest Elections	11
SECTION 2.05.	Termination or Reduction of Commitments	12
SECTION 2.06.	Repayment of Advances	12
SECTION 2.07.	Prepayments	12
SECTION 2.08.	Interest	13
SECTION 2.09.	Fees	14
SECTION 2.10.	Illegality	14
SECTION 2.11.	Increased Costs	15
SECTION 2.12.	Taxes	16
SECTION 2.13.	Payments Generally; Pro Rata Treatment	19
SECTION 2.14.	Use of Proceeds	21
SECTION 2.15.	Recalculation of Outstanding Principal Amount of Loan Advances	21
ARTICLE III CONDITIONS OF LENDING
SECTION 3.01.	Conditions Precedent to Closing Date	21
ARTICLE IV REPRESENTATIONS AND WARRANTIES
SECTION 4.01.	Representations and Warranties of the Borrower	22
ARTICLE V COVENANTS OF THE BORROWER
SECTION 5.01.	Covenants	22
SECTION 5.02.	Special Property Covenants	22
ARTICLE VI EVENTS OF DEFAULT
SECTION 6.01.	Events of Default	23
ARTICLE VII THE SPRINGDALE LENDER AGENT
SECTION 7.01.	Authorization and Action	23
SECTION 7.02.	Springdale Lender Agent's Reliance, Etc.	23
SECTION 7.03.	Springdale Lender Credit Decision	24
SECTION 7.04.	Indemnification	24
SECTION 7.05.	Successor Springdale Lender Agent	25
ARTICLE VIII MISCELLANEOUS
SECTION 8.01.	Amendments, Etc.	25
SECTION 8.02.	Notices, Etc.	26
SECTION 8.03.	No Waiver; Remedies	26
SECTION 8.04.	Costs and Expenses	27
SECTION 8.05.	Right to Set-off	28
SECTION 8.06.	Binding Effect	28
SECTION 8.07.	Assignments and Participations	29
SECTION 8.08	Execution in Counterparts	32
SECTION 8..09	Borrower's Confirmation	32
SECTION 8.10.	Certain Matters Relating to Collateral and Security Agreement	32
SECTION 8.11.	Jurisdiction, Etc.	33
SECTION 8.12.	Governing Law	33
SECTION 8.13.	Waiver of Jury Trial	33
SECTION 8.14.	Participating Interest Transfers	34

SCHEDULES

Schedule I                  -   Commitments and Applicable Lending Offices
Schedule II                 -   Existing Springdale Lease Participation

EXHIBITS

Exhibit A                    -   Form of Note
Exhibit B                    -   Form of Notice of Borrowing
Exhibit C                    -   Form of Assignment and Acceptance

CREDIT AGREEMENT - SPRINGDALE FACILITY

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Table of Contents