LETTER OF CREDIT AND SECURITY AGREEMENT

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This Letter of Credit and Security Agreement, dated as of September 4, 2008 (this “ Agreement ”), among Pivotal Utility Holdings, Inc., a New Jersey corporation (the “ Borrower ”), AGL Resources Inc. , a Georgia corporation (the “ Guarantor ,” and together with the Borrower, the “ Credit Parties ”), the banks and other financial institutions that are parties hereto (each a “ Lender ” and collectively, the “ Lenders ”), Bank of America, N.A., a national banking association organized under the laws of the United States (“ Bank of America ”), in its capacity as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”), The Bank of Tokyo-Mitsubishi UFJ, Ltd., in its capacity as syndication agent for the Lenders (in such capacity, the “Syndication Agent” ), and Bank of America, N.A., in its capacity as issuing bank of the Letter of Credit described herein (in such capacity, the “ Issuing Bank ”).

Whereas, the New Jersey Economic Development Authority (the “Issuer” ) has previously issued its Gas Facilities Revenue Bonds, 1996 Series A (NUI Corporation Project), in the original aggregate principal amount of $39,000,000 (the “Bonds” ), pursuant to a Trust Indenture, dated as of June 1, 1996 (the “ Indenture ”), between the Issuer and the First Union National Bank, as trustee (in such capacity, the “Original Trustee” ), for the purpose of providing funds to finance a portion of the cost of acquisition, construction and equipping of certain gas facilities and functionally related equipment, consisting of supply mains, distribution mains, service lines, meters and miscellaneous equipment all located in the Counties of Middlesex and Union, State of New Jersey; and

Whereas, the proceeds from the sale of the Bonds were loaned to the Borrower pursuant to a Loan Agreement, dated as of June 1, 1996 (the “Loan Agreement” ), between the Issuer and the Borrower, pursuant to which the Borrower is obligated to repay such loan in installments sufficient to pay the debt service when due on the Bonds; and

Whereas, the regularly scheduled payments of principal of and interest on the Bonds when due are insured under a municipal bond insurance policy (the “Bond Insurance Policy” ) issued by Ambac Assurance Corporation (in such capacity, the “Bond Insurer” ); and

Whereas, as additional security for the Bonds, the Borrower has requested the Issuing Bank to issue its irrevocable letter of credit in the form of Annex I attached hereto (the “Letter of Credit” ); and

Whereas, the First Supplement to Trust Indenture, dated as of September 1, 2008 (the “Supplemental Indenture” ), between the Issuer and The Bank of New York Mellon, as successor trustee to the Original Trustee (the “ Trustee ”), as consented to by the Bond Insurer, will be executed and delivered in connection with the issuance of the Letter of Credit, which supplement shall form a part of the Indenture, to make certain changes necessary to implement a conversion of the interest rate on the Bonds, to terminate the Second Amended and Restated Standby Bond Purchase Agreement dated as of June 1, 2005, by and among the Borrower, the banks party thereto and The Bank of New York, as agent, and to add provisions permitting the addition of a credit facility and/or a liquidity facility with respect to the Bonds; and

Whereas, it is a condition to the obligation of the Issuing Bank to execute and deliver the Letter of Credit, and to the obligations of the Lenders to purchase participating interests in such Letter of Credit, that this Agreement shall have been executed and delivered by each of the Credit Parties, the Lenders, the Issuing Bank, the Administrative Agent and the Syndication Agent;

Now, Therefore, in consideration of the mutual promises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.1.Definitions .  For the purpose of this Agreement, in addition to capitalized terms defined elsewhere herein or in the Indenture, the following terms shall have the following meanings:

“A Drawing” : as specified in the Letter of Credit, a drawing with respect to the payment, on an Interest Payment Date, of unpaid interest on the Bonds.

“Administrative Agent” :  Bank of America, as the administrative agent for the Lenders under this Agreement and the other Credit Documents, together with any successors appointed or acting as Administrative Agent as provided in Section 11.9.

“Administrative Questionnaire” :  an Administrative Questionnaire for the Facility in a form supplied by the Administrative Agent to the Lenders.

“Affiliate” :  as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by, or is under common Control with, such Person.  For purposes of this definition, “Control” means the power to direct or to cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agents” :  the collective reference to the Administrative Agent and the Syndication Agent.

“Aggregate Exposure” :  with respect to any Lender at any time, an amount equal to (a) the aggregate amount of such Lender’s unused Commitment at such time and (b) the amount of such Lender’s Extensions of Credit then outstanding.

“Aggregate Exposure Percentage” :  with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the total Aggregate Exposures of all Lenders at such time.

“Agreement” :  as defined in the first paragraph of this Agreement.

“Applicable Commitment Percentage” :  with respect to any Lender at any time, the ratio  (expressed as a percentage) of such Lender’s Commitment to the Total Commitments at such time.  

“Applicable L/C Fee Rate” :  for the Letter of Credit outstanding on any day, the rate per annum set forth below opposite the Level in effect on such day based on the Ratings then in effect:

The Guarantor shall give written notice to the Administrative Agent of each change to the Ratings affecting the applicable Level in effect, within three (3) Business Days thereof, and any corresponding change to the Applicable L/C Fee Rate shall be effective on the date of the relevant change (irrespective of whether the Guarantor has provided such notice).  Notwithstanding the foregoing, if AGL Capital Corporation or the Guarantor shall at any time fail to have in effect such a Rating on its non-credit enhanced senior unsecured long-term debt, the Guarantor shall seek and obtain (if not already in effect), within thirty (30) days after such rating first ceases to be in effect, a corporate credit rating or a bank loan rating from S&P, and the Applicable L/C Fee Rate shall thereafter be based on such rating in the same manner as provided herein with respect to AGL Capital Corporation’s or the Guarantor’s senior non-credit enhanced unsecured long-term debt rating.  During any period when no such rating exists, the Applicable L/C Fee Rate shall be the highest percentage shown above.

“ Assets” :  any and all rights, titles and interests in and to any and all assets of a Person, including all real or personal property, all tangible or intangible property, and all cash, wherever such assets are situated.

“Assignee” :  as defined in Section 12.6(c).

“Assignment and Acceptance” :  an Assignment and Acceptance, substantially in the form of Annex II.

“Assignor” :  as defined in Section 12.6(c).

“Available Commitments” :  at any time, an amount equal to (a) the Total Commitments then in effect, minus (b) the Total Extensions of Credit then outstanding.

“B Drawing” :  as specified in the Letter of Credit, a drawing with respect to the payment of the principal amount of, and the unpaid interest on, the Bonds upon an optional or mandatory redemption of less than all of such Bonds then outstanding.

“Bank of America” :  Bank of America, N.A., a national banking association, and its successors and assigns.

“Bankruptcy Law” :  the United States Bankruptcy Code, 11 U.S.C. §§ 101, et seq. , or any similar Federal or state statute.

“Benefited Lender” :  as defined in Section 12.7(a).

“Board” :  the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Bonds” :  as defined in the preambles to this Agreement.

“Bond Insurance Policy” :  as defined in the preambles to this Agreement.

“Bond Insurer Event of Default” :  means any of the following with respect to the Bond Insurer:

(i)Bond Insurer shall default in any payment or payments or amounts payable by it under its Bond Insurance Policy, or

(ii)any material provision of its Bond Insurance Policy relating to the obligation of Bond Insurer to make payments thereunder at any time for any reason ceases to be valid and binding on the Bond Insurer in accordance with the terms of its Bond Insurance Policy or is declared to be null and void, invalid or unenforceable by a final non-appealable decision of a court or other governmental agency of appropriate jurisdiction, or the validity or enforceability thereof is contested by a senior officer of Bond Insurer in writing or by any court or other governmental agency of appropriate jurisdiction, or Bond Insurer repudiates in writing its obligations under its Bond Insurance Policy; or

(iii)a proceeding is instituted in a court having jurisdiction in the premises seeking an order for relief, rehabilitation, reorganization, conservation, liquidation or dissolution in respect of the Bond Insurer or for any substantial part of its property under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or for the appointment of a receiver, liquidator, assignee, custodian, trustee or sequestrator (or other similar official) and such proceeding is not terminated for a period of ninety (90) consecutive days or such court enters an order granting the relief sought in such proceeding or the Bond Insurer shall institute any such proceeding; or the Bond Insurer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian or sequestrator (or other similar official) of the Bond Insurer or for any substantial part of its property, or shall make a general assignment for the benefit of creditors.

“Bond Insurer” :  as defined in the preambles to this Agreement.

“Borrower” :  as defined in the first paragraph of this Agreement.

“Business” :  as defined in Section 5.16(b).

“Business Day” :  a day other than (i) a Saturday, Sunday or other day on which commercial banks in Atlanta, Georgia and New York, New York are authorized or required by law to close, or (ii) so long as Bank of America, N.A. is the Issuing Bank, a day on which Bank of America, N.A.’s Scranton, Pennsylvania Letter of Credit Office is closed for business.

“C Drawing” :  as specified in the Letter of Credit, a drawing with respect to the payment of the principal amount of, and interest due on, the Bonds which the Remarketing Agent has been unable to remarket within the time limits established in the related Indenture.

“Capital Stock” :  any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a partnership, limited liability company or other Person (other than a corporation), and any and all warrants, rights or options to purchase any of the foregoing.

“Cash Equivalents” :  (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-1 by S&P or P-1 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A2 by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby Letter of Credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; or (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.

“Closing Date” :  the date of this Agreement as set forth in the first paragraph of this Agreement.

“Code” :  the Internal Revenue Code of 1986, as amended from time to time, including all applicable regulations thereunder whether proposed, temporary or final, including regulations issued and proposed pursuant to the statutory predecessor of the Code, and, in addition, all official rulings and judicial determinations applicable to the Bonds under the Code and under any successor provisions to the relevant provisions of the Code or regulations.

“Commitment” :  as to any Lender, the obligation of such Lender to purchase participating interests pursuant to Section 2.5 of this Agreement in Letter of Credit issued pursuant to this Agreement in an aggregate maximum face amount not to exceed the amount set forth under the heading “Commitment” opposite such Lender’s name on Schedule 1.1 or in the Assignment and Acceptance pursuant to which such Lender has become a party hereto, as the same may be changed from time to time pursuant to the terms hereof.  

“Commonly Controlled Entity” :  an entity, whether or not incorporated, that is under common control with the Borrower and/or the Guarantor within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and/or the Guarantor and that is treated as a single employer under Section 414 of the Code.

“Compliance Certificate” :  a certificate duly executed by a Responsible Officer substantially in the form of Annex III.

“Conduit Lender” :  any special purpose corporation organized and administered by any Lender for the purpose of extending credit otherwise required to be made by such Lender and designated by such Lender in a written instrument, subject to the consent of the Administrative Agent and the Borrower (which consent by the Borrower shall not be unreasonably withheld or delayed); provided, that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to purchase participations in Letter of Credit under this Agreement if, for any reason, its Conduit Lender fails to purchase such participations in Letter of Credit, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents, amendments and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided, further, that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Sections 2.6, 2.7, and 2.8 than the designating Lender would have been entitled to receive in respect of the Extensions of Credit made by such Conduit Lender or (b) be deemed to have any Commitment.

“Consolidated Net Worth” :  at any date, the aggregate amount of Capital Stock, minority interests, and other equity accounts (including, without limitation, retained earnings, paid in capital and accumulated other comprehensive income or loss (but without giving effect to any non-cash pension and other post-retirement benefits liability adjustments recorded in accordance with GAAP)) of the Guarantor and the other Group Members at such date determined on a consolidated basis in accordance with GAAP.

“Consolidated Total Debt” :  at any date, the aggregate principal amount of all Indebtedness of the Guarantor and the other Group Members at such date (excluding Indebtedness of the type described in clause (k) of the definition of the term Indebtedness), determined on a consolidated basis in accordance with GAAP.

“Continuing Directors” :  the directors of the Guarantor on the Closing Date and each other director, if, in each case, such other director’s nomination for election to the board of directors of the Guarantor is recommended by at least a majority of the then Continuing Directors.

“Contractual Obligation” :  as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Credit Documents” :  collectively, this Agreement, any applications submitted to the Issuing Bank by either Credit Party in respect of the Letter of Credit, the Indenture, the Supplemental Indenture and each other agreement, instrument, or document evidencing, guaranteeing, or securing the obligations of either of the Credit Parties pursuant to this Agreement.

“Credit Facility” :  any letter of credit, line of credit, insurance policy, guaranty or other agreement constituting a credit enhancement or liquidity facility which is issued by a bank, trust company, savings and loan association or other institutional lender, insurance company or surety company for the benefit of the holder of any Indebtedness in order to provide a source of funds for the payment of all or any portion of a Credit Party’s payment obligations under such Indebtedness.

“Credit Parties” :  together, the Borrower and the Guarantor.

“D Drawing” :  as specified in the Letter of Credit, a drawing with respect to the payment (whether at maturity, upon acceleration following an event of default, or upon redemption, of the Bonds as a whole), of the total unpaid principal of, and unpaid interest on, all of the Bonds.

“Date of Issuance” :  with respect to the Letter of Credit issued pursuant to this Agreement, the date of issuance and delivery of such Letter of Credit by the Issuing Bank.

“Default” :  any of the events specified in Section 10.1, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Disposition” :  with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof.  The terms “Dispose” and “Disposed of” shall have correlative meanings.

“Dollars” and “$” :  dollars in lawful currency of the United States.

“Eligible Assignee” :  (i) a Lender; and (ii) any other Person (other than a natural Person) approved by the Administrative Agent, the Issuing Bank and, unless (x) such Person is taking delivery of an assignment in connection with physical settlement of a credit derivatives transaction or (y) an Event of Default has occurred and is continuing, by the Borrower (each such approval not to be unreasonably withheld or delayed).  If the consent of the Borrower to an assignment or to an Eligible Assignee is required hereunder, the Borrower shall be deemed to have given its consent ten Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrower, unless such consent is expressly refused by the Borrower prior to such tenth Business Day.

“Environmental Laws” :  any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time hereafter be in effect.

“ERISA” :  the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Event of Default” :  any of the events specified in Section 10.1, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Expiration Date” :  with respect to the Letter of Credit issued pursuant to this Agreement, the date the Letter of Credit expires in accordance with its terms.

“Extensions of Credit” :  as to any Lender at any time, an amount equal to such Lender’s Applicable Commitment Percentage of the L/C Obligations then outstanding.

“Facility” :  the $39,576,986 letter of credit facility being made available to the Borrower pursuant to this Agreement.

“Funding Office” :  the office of the Administrative Agent specified in Section 12.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders.

“GAAP” :  those accounting principles, standards and practices generally accepted in the United States as in effect from time to time.

“Governmental Approvals” :  any authorizations, consents, approvals, licenses, rulings, permits, certifications, exemptions, filings or registrations by or with any Governmental Authority.

“Governmental Authority” :  any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

“Governing Body” :  when used with respect to any Person, its board of directors, board of trustees, or other board, committee or group of individuals in which the powers of a board of directors or board of trustees is vested generally or for the specific matters under consideration.

“Government Issuer” :  any federal, state or municipal corporation or political subdivision thereof or any instrumentality of any of the foregoing empowered to issue obligations on behalf thereof.

“Government Obligations” :  direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, including evidences of a direct ownership interest in future interest or principal payments on obligations issued or guaranteed by the United States of America, which obligations are held in a custody account by a custodian pursuant to the terms of a custody agreement.

“Group Members” :  the collective reference to the Guarantor, the Borrower and their respective Restricted Subsidiaries.  

“Guarantee Obligation” :  as to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business.  The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Guarantor in good faith.

“Guarantor” :  as defined in the first paragraph of this Agreement.

“Hedge Agreements” :  all interest rate swaps, caps or collar agreements or similar arrangements dealing with interest rates or currency exchange rates or the exchange of nominal interest obligations, either generally or under specific contingencies, and all commodity price protection agreements, or any other hedging arrangements.

“Hybrid Securities” :  any trust preferred securities, or deferrable interest subordinated debt with a maturity of at least 20 years, which provides for the optional or mandatory deferral of interest or distributions, issued by the Guarantor or AGL Capital Corporation, or any business trusts, limited liability companies, limited partnerships or similar entities (i) substantially all of the common equity, general partner or similar interests of which are owned (either directly or indirectly through one or more wholly owned Subsidiaries) at all times by the Guarantor or AGL Capital Corporation or any Subsidiaries, (ii) that have been formed for the purpose of issuing such securities or deferrable interest subordinated debt, and (iii) substantially all the assets of which consist of (A) subordinated debt of the Guarantor or AGL Capital Corporation or any Subsidiary, and (B) payments made from time to time on the subordinated debt.

“Indebtedness” :  of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of such Person’s business that are not more than 90 days past due unless being contested in good faith and for which any reserves required by GAAP have been provided), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all capital lease (within the meaning of GAAP) obligations of such Person, (f) all Securitization Facility Attributed Debt, (g) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, Letter of Credit, surety bonds or similar arrangements, (h) the liquidation value of all mandatorily redeemable preferred Capital Stock of such Person, (i) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (h) above, (j) all obligations of the kind referred to in clauses (a) through (i) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, (k) all obligations of such Person in respect of Hedge Agreements and (l) all Off-Balance Sheet Liabilities.  The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.  Notwithstanding the foregoing, obligations of any Person with respect to Park and Loan Transactions shall not be considered Indebtedness.

“Indenture” :  as specified in the preambles to this Agreement.

“Interest Payment Date” :  as defined in the Indenture.

“Insolvency” :  with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“Intellectual Property” :  the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Investments” :  as defined in Section 7.7.

“Issuers” :  as defined in the preambles to this Agreement.

“Issuing Bank” :  Bank of America, N.A. in its capacity as issuer of the Letter of Credit issued pursuant to this Agreement.

“L/C Fee Payment Date” :  for the Letter of Credit issued pursuant to this Agreement, the last day of each March, June, September and December so long as such Letter of Credit remains in effect, and the date of expiration or cancellation of such Letter of Credit.

“L/C Obligations” :  at any time, an amount equal to the sum of (a) the then undrawn and unexpired amount of the Letter of Credit and (b) the aggregate amount of drawings under the Letter of Credit that has not then been reimbursed by the Borrower or the Guarantor pursuant to Section 3.1.

“L/C Participants” :  the collective reference to all Lenders other than the Issuing Bank.

“Lender Affiliate” :  (a) any Affiliate of any Lender, (b) any Person that is administered or managed by any Lender and that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and (c) with respect to any Lender which is a fund that invests in commercial loans and similar extensions of credit, any other fund that invests in commercial loans and similar extensions of credit and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such Lender or investment advisor.

“Lenders” :  as defined in the first paragraph of this Agreement.

“Letter of Credit” :  as defined in the preambles to this Agreement.

“Level I” , “Level II” , “Level III” , “Level IV” , “Level V” and “Level VI” :  the respective Level set forth below, as determined by the Ratings then in effect:

provided that if on any day the Ratings of the Rating Agencies do not coincide for any rating category and the Level differential is (x) one level, then the higher Rating will be the applicable Level; (y) two levels, the Level at the midpoint will be the applicable Level; and (z) more than two levels, the higher/highest of the intermediate Levels will be the applicable Level.

“Lien” :  any mortgage, pledge, lien, hypothecation, security interest or other charge, encumbrance, or other arrangement in the nature of a security interest in property to secure the payment or performance of Indebtedness or other obligations of any Person; provided, however, the term “Lien” shall not mean any easements, rights-of-way, zoning restrictions, leases, sub-leases, licenses, sublicenses, other restrictions on the use of property, defects in title to property or other similar encumbrances.

“Loan Agreement” :  as specified in the preambles to this Agreement.

“Material Adverse Effect” :  a material adverse effect on (a) the business, property, operations or condition (financial or otherwise) of the Guarantor and its Restricted Subsidiaries taken as a whole, (b) the validity or enforceability of this Agreement or any of the other Credit Documents or the rights or remedies of the Administrative Agent, the Issuing Bank or the Lenders hereunder or thereunder, or (c) the ability of either of the Credit Parties to perform obligations on its part under the Credit Documents.

“Materials of Environmental Concern” :  any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

“Moody’s” :  Moody’s Investors Service, Inc. and its successors.

“Multiemployer Plan” :  a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Obligations” :  the collective reference to the (i) all Reimbursement Obligations (including interest accruing at the then applicable rate provided in this Agreement after the maturity of the Reimbursement Obligations and after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower or the Guarantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and (ii) all expense reimbursement and indemnity payments, and all other obligations and liabilities of the Borrower and the Guarantor to the Administrative Agent, the Issuing Bank, or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred pursuant to this Agreement, any other Credit Document, or any other document made, delivered or given in connection herewith or therewith (including all fees, charges and disbursements of counsel to the Administrative Agent, the Issuing Bank, or to any Lender that are required to be paid pursuant hereto).

“Off-Balance Sheet Liabilities” :  as to any Person (i) any repurchase obligation or liability of such Person with respect to notes or accounts receivable sold by such Person, (ii) any liability of such Person under any sale and leaseback transactions that do not create a liability on the balance sheet of such Person, (iii) any liability of such Person under any so-called “synthetic” lease transaction and (iv) any obligation under any other transaction which is the functional equivalent of, or takes the place of, a borrowing but which does not constitute a liability on the balance sheet of such Person.

“Officer’s Certificate” :  a certificate signed, in the case of the Borrower or the Guarantor, by a Responsible Officer of the Borrower or the Guarantor, as the case may be, or if delivered by any other Person, signed by the chief executive or chief financial officer of such Person, in either case whose authority to execute such certificate shall be evidenced to the satisfaction of the Administrative Agent.  When an Officer’s Certificate is required hereunder to set forth matters relating to any Credit Party or other Group Member, such Officer’s Certificate may be given in reliance upon another certificate, or other certificates, and supporting materials, if any, provided by any duly authorized officer of the applicable Group Member.

“Operative Documents” :  as specified in Section 4.1(a) hereof.

“Opinion of Bond Counsel” :  an opinion in writing signed by an attorney or firm of attorneys experienced in the field of municipal bonds whose opinions are generally accepted by purchasers of municipal bonds.

“PBGC” :  the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“Park and Loan Transactions” :  any tariff transaction offered by pipelines or other storage facilities, where the pipelines or other storage facilities allow the customers to park gas on or borrow gas from the pipelines or other storage facilities in one period and reclaim gas from or repay gas to the pipelines or other storage facilities in a subsequent period.

“Participant” :  as defined in Section 12.6(b).

“Permitted Acquisitions” :  as defined in Section 7.7(e).

“Person” :  an individual, company (including a limited liability company), corporation, firm, partnership, joint venture, undertaking, association, organization, trust, state or agency of a state (in each case whether or not having a separate legal personality).

“Plan” :  at a particular time, any employee benefit plan that is covered by ERISA and in respect of which the Borrower or the Guarantor or any Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Pledged Bond Collateral” :  as defined in Section 8.1.

“Pledged Bonds” :  as defined in Section 3.2.

“Prime Rate” means, on any day, the per annum rate of interest in effect for such day as publicly announced from time to time by Bank of America, N.A. as its “Prime Rate,” such rate being the rate of interest most recently announced within Bank of America, N.A. at its principal office as its “Prime Rate,” with the understanding that Bank of America, N.A.’s “Prime Rate” is one of Bank of America, N.A.’s base rates and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto, and is evidenced by the recording thereof after its announcement in such internal publication or publications as Bank of America, N.A. may designate.  Any change in Bank of America, N.A.’s “Prime Rate” as announced by Bank of America, N.A. shall take effect at the opening of business on the day specified in the public announcement of such change.

“Properties” :  as defined in Section 5.16(a).

“Rating Agencies” :  together, S&P and Moody’s.

“Ratings” :  the ratings of the Rating Agencies applicable to the long-term, non-credit enhanced senior unsecured debt of the Guarantor, as announced by the Rating Agencies.

“Register” :  as defined in Section 12.6(d).

“Regulation U” :  Regulation U of the Board, as the same may be in effect from time to time, and any successor regulations.

“Regulatory Body” :  any federal, state or local government, department, agency, authority or instrumentality and any other public or private organization, including accrediting bodies, having regulatory jurisdiction and authority over any Credit Party or any other Group Member or their respective property or operations.

“Reimbursement Obligations” :  collectively, all reimbursement payments required to be made by the Borrower pursuant to Section 3.1, and any other amounts paid by the Issuing Bank under the Letter of Credit, all fees payable with respect to the Letter of Credit, and all interest payable in respect of such reimbursement payments pursuant to the terms of this Agreement and the other Credit Documents.

“Remarketing Agent” :  as defined in the Indenture.

“Remarketing Agreement” :  the Remarketing Agreement dated as of the date hereof between the Borrower and the Remarketing Agent, as defined in the Indenture.

“Reorganization” :  with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“Reportable Event” :  any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under Sections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.

“Required Lenders” :  at any time, the holders of more than 50% of the total Aggregate Exposure of all Lenders at such time.

“Requirement of Law” :  as to any Person, the articles or certificate of incorporation or organization, by-laws, partnership agreement, limited liability company agreement, operating agreement, management agreement, or other organizational or governing documents of such Person, and any constitution, decree, judgment, legislation, order, ordinance, regulation, rule, statute or treaty, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer” :  the chief executive officer, president, chief financial officer, treasurer or controller of the Guarantor or the Borrower, as the case may be, but in any event, with respect to financial matters, the chief financial officer or treasurer of the Guarantor.

“Restricted Payments” :  as defined in Section 7.5.

“Restricted Subsidiary” :  any Subsidiary other than an Unrestricted Subsidiary.

“Revolving Credit Agreement” :  the Credit Agreement dated as of August 31, 2006, by and among the Guarantor, AGL Capital Corporation, the lenders parties thereto, and SunTrust Bank, as administrative agent, as the same may have been, or may hereafter be, amended, restated, supplemented or otherwise modified and in effect.

“SEC” :  the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

“S&P” :  Standard & Poor’s Ratings Group and its successors.

“Securitization Facility Attributed Debt” :  at any time, the aggregate net outstanding amount theretofore paid to any of the Group Members (without duplication) in respect of securitization assets (whether accounts receivable, general intangibles, instruments, documents, chattel paper or other similar assets) sold or transferred in connection with any securitization financing program established by any of the Group Members in respect of such securitization assets (it being the intent of the parties that such Securitization Facility Attributed Debt at any time outstanding approximate as closely as possible the principal amount of Indebtedness that would be outstanding at such time under such financing program if the same were structured as a secured lending arrangement rather than a sale or securitization arrangement).

“Single Employer Plan” :  any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.

“Solvent” :  when used with respect to any Person, means that, as of any date of determination, (a) the sum of the assets of such Person will, as of such date, exceed the sum of the liabilities of such Person as of such date, (b) such Person will be able to pay its debts as they mature and (c) such Person has sufficient capital to conduct its business.  For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

“Stated Amount” :  as specified in the Letter of Credit.

“Subsidiary” :  as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of either or both of the Borrower and the Guarantor.

“Supplemental Indenture” :  as defined in the preambles to this Agreement.

“Syndication Agent” :  as defined in the first paragraph of this Agreement.

“Termination Date” :  the earlier of:  (i) September 6, 2010, or (ii) the date of any termination of the Facility pursuant to Section 10.2.

“Total Capitalization” :  at any date, the sum of Consolidated Net Worth and Consolidated Total Debt of the Group Members at such date, determined on a consolidated basis in accordance with GAAP.

“Total Commitments” :  at any time, the aggregate amount of the Commitments of all Lenders then in effect.  The Total Commitments as of the Closing Date are $39,576,986.

“Total Extensions of Credit” :  at any time, the aggregate amount of the Extensions of Credit of all Lenders outstanding at such time.

“Transferee” :  any Assignee or Participant.

“Trustee” :  as defined in the preambles to this Agreement.

“Unrestricted Subsidiary” :  any Subsidiary which (i) is designated as an Unrestricted Subsidiary in accordance with Section 7.11, and (ii) has not incurred any Indebtedness that is guaranteed or otherwise supported by the credit of the Guarantor, the Borrower or any other of their respective Restricted Subsidiaries (but excluding any such guarantee or other credit support arrangement pursuant to which the liability of such guarantor or credit support provider is limited to loan amounts advanced by another Person against inventory claimed (by rights or claims of offset, ownership or similar claim) by such guarantor or credit support provider, and such guarantor or credit support provider is entitled to receive a pro rata interest in such inventory corresponding to the amounts paid in respect of such inventory).

“Wholly Owned Subsidiary” :  as to any Person, any other Person all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

Section 1.2.Other Definitional Provisions .  (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Credit Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b)As used herein and in the other Credit Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP; provided , however, that for purposes of determining compliance with the covenants contained in Article Seven all accounting terms herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP as in effect on the date of this Agreement and applied on a basis consistent with the application used in the financial statements referred to in Section 5.1, (ii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (iii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, and (v) references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time.

(c)The words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and references herein to any Sections, Schedules and Exhibits are to the Sections, Schedules or Exhibits of this Agreement unless otherwise specified.

(d)The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

Section 2.1.Amount and Terms of Letter of Credit .  The Issuing Bank agrees, in reliance on the agreements of the Lenders in Section 2.5 and on the terms and subject to the conditions hereinafter set forth, to issue the Letter of Credit to the Trustee (i) in an amount not to exceed $39,000,000 (the “ Principal Component ”), plus an amount equal to the sum of 45 days’ interest on the Bonds, computed at a rate of 12% per annum based on a year of 365 days, notwithstanding the actual rate borne from time to time by the Bonds (the “ Interest Component ”) and (ii) expiring on September 6, 2010, unless otherwise cancelled, terminated or extended.  

Section 2.2.Reserved .  

Section 2.3.Reserved .   

Section 2.4.Fees .

(a) Letter of Credit Fees.   The Borrower hereby agrees to pay fees in respect of this Facility and the Letter of Credit as follows:

(i)On each L/C Fee Payment Date, the Borrower shall pay to the Administrative Agent, for the ratable account of the Lenders, a non-refundable fee equal to the Applicable L/C Fee Rate multiplied by the maximum aggregate Stated Amount of the Letter of Credit for the quarterly period (or portion thereof) then ended; and

(ii)On each L/C Fee Payment Date, the Borrower shall pay to the Issuing Bank a non-refundable issuance fee for the Letter of Credit outstanding during the quarterly period (or portion thereof) then ended in the amounts separately agreed by the Credit Parties and the Issuing Bank.

Amounts payable under this Section 2.4(a) shall be payable in immediately available funds in arrears based on a 360-day year and the actual number of days elapsed.

(b) Drawing Fees.   The Borrower hereby agrees to pay to the Issuing Bank, upon each drawing by a Trustee under a Letter of Credit, the sum of $125 or such other amount as shall at the time of such drawing be the charge which the Issuing Bank is making for drawings on a similar Letter of Credit.

(c) Transfer Fees. The Borrower hereby agrees to pay to the Issuing Bank, upon each transfer of a Letter of Credit in accordance with its terms, such amount as shall at the time of such transfer be the charge which the Issuing Bank is making for transfers of a similar Letter of Credit.

(d) Other Letter of Credit Fees.   The Borrower agrees to pay the Issuing Bank’s customary transaction charges, including wire charges and service charges, on any account established with the Issuing Bank in order to perform its obligations under this Agreement and the Letter of Credit.

(e) Other Fees.   The Borrower shall pay to the Administrative Agent (i) for its own account, the annual agency fees from time to time as agreed to by the Borrower and the Administrative Agent, and (ii) for the account of the Lenders, upfront fees payable on the Closing Date in an amount equal to 0.05% of each Lender’s Commitment as set forth herein.

Section 2.5.Participating Interests .  Each Lender severally and not jointly agrees with the Issuing Bank that, upon the issuance of the Letter of Credit, it shall automatically purchase and be deemed to have purchased from the Issuing Bank an undivided percentage participating interest, to the extent of such Lender’s Applicable Commitment Percentage, in the Letter of Credit issued by, and all Reimbursement Obligations owed to, the Issuing Bank in connection with the Letter of Credit, up to a total amount not to exceed such Lender’s Commitment.  On any failure by the Borrower or the Guarantor to pay any Reimbursement Obligation in connection with the Letter of Credit at the time required in Article Three, or if the Issuing Bank is required at any time to return to the Borrower or the Guarantor or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment by the Borrower or the Guarantor of any Reimbursement Obligation in connection with the Letter of Credit, the Issuing Bank shall promptly give notice of same to each L/C Participant, and the Issuing Bank shall have the right to require each L/C Participant to fund its participation in such Reimbursement Obligation.  Each L/C Participant shall pay to the Issuing Bank an amount equal to such L/C Participant’s Applicable Commitment Percentage of such unpaid or returned Reimbursement Obligation not later than the Business Day it receives notice from the Issuing Bank to such effect, if such notice is received before 2:00 p.m., or not later than the following Business Day if such notice is received after 2:00 p.m.  If an L/C Participant fails to pay timely such amount to the Issuing Bank, it shall also pay to the Issuing Bank interest on such amount accrued from the date payment of such amount was made by the Issuing Bank to the date of such payment by the L/C Participant at a rate per annum equal to the Prime Rate in effect for each such day and only after such payment shall such L/C Participant be entitled to receive its Applicable Commitment Percentage of each payment received on the relevant Reimbursement Obligation (including interest paid thereon).  The several obligations of the L/C Participant to the Issuing Bank hereunder shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense to payment any L/C Participant may have or have had against the Borrower, the Guarantor, the Issuing Bank, the Administrative Agent, or any other Lender or other Person whatsoever, including without limitation, any defense based on the failure of the demand for payment under the Letter of Credit to conform to the terms of such Letter of Credit or the legality, validity, regularity or enforceability of the Letter of Credit, and including without limitation, those resulting from the Issuing Bank’s own simple or contributory negligence.  Without limiting the generality of the foregoing, such obligations shall not be affected by any Default, Event of Default or Bond Insurer Event of Default, and each payment by an L/C Participant hereunder shall be made without any offset, abatement, withholding or reduction whatsoever.

Section 2.6.Additional Payments .  If any change in any law or regulation or in the interpretation thereof by any court or administrative or governmental authority charged with the administration thereof, or in generally accepted accounting principles, shall either (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against the Letter of Credit issued by the Issuing Bank or subject to any participation by any Lender, or (ii) impose on the Issuing Bank or any Lender any other condition relating, directly or indirectly, to this Agreement, the Letter of Credit, and the result of any event referred to in the preceding clause (i) or (ii) shall be to increase the cost to the Issuing Bank or any Lender of issuing or maintaining, or participating in, the Letter of Credit or its obligations with respect thereto, then upon demand by the Issuing Bank or such Lender, as the case may be, the Borrower hereby agrees to pay promptly to the Issuing Bank or such Lender, as the case may be, from time to time as specified by the Issuing Bank or such Lender, as the case may be, such additional amounts as shall be sufficient to compensate the Issuing Bank or such Lender, as the case may be, for such increased cost.  A certificate of the Issuing Bank or such Lender, as the case may be, claiming compensation under this section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error.  In determining any such amount, the Issuing Bank or such Lender, as the case may be, may use any reasonable averaging and attribution methods.

Section 2.7.Capital Adequacy .  If, after the date of this Agreement, the Issuing Bank or any Lender shall have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Issuance Bank or such Lender, as the case may be, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Issuing Bank’s or such Lender’s capital, with respect to this Agreement, or the Letter of Credit or participations in the Letter of Credit, or otherwise, as a consequence of its obligations hereunder and under or with respect to the Letter of Credit to a level below that which the Issuing Bank or such Lender, as the case may be, could have achieved but for such adoption, change or compliance (taking into consideration its policies with respect to capital adequacy) by an amount deemed by the Issuing Bank or such Lender, as the case may be, to be material, then from time to time, promptly upon demand by the Issuing Bank, the Borrower hereby agrees to pay such additional amount or amounts as will compensate the Issuing Bank or such Lender, as the case may be, for such reduction.  A certificate of the Issuing Bank or such Lender, as the case may be, claiming compensation under this section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error.  In determining any such amount, the Issuing Bank or such Lender, as the case may be, may use any reasonable averaging and attribution methods.

Section 2.8.Obligations of Issuing Bank .  Notwithstanding anything to the contrary contained herein:

(a)the Issuing Bank shall not have any obligation to issue the Letter of Credit if:

(i)any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of Letter of Credit generally or the Letter of Credit in particular or shall impose upon the Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Closing Date and which the Issuing Bank in good faith deems material to it; and

(ii)the issuance of such Letter of Credit would violate one or more documented policies of the Issuing Bank generally applicable to customers of the Issuing Bank similar to the Borrower or the Guarantor;

(b)the Issuing Bank shall not have any obligation to amend the Letter of Credit if:  (i) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (ii) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit; and

(c)the Issuing Bank shall act on behalf of all L/C Participants with respect to the Letter of Credit and the documents associated therewith, and the Issuing Bank shall have all of the benefits and immunities:  (i) provided to the Administrative Agent in Article Eleven with respect to any acts taken or omissions suffered by the Issuing Bank in connection with the Letter of Credit and the documents pertaining thereto as fully as if the term “Administrative Agent” as used in Article Eleven included the Issuing Bank with respect to such acts or omissions; and (ii) as additionally provided herein with respect to the Issuing Bank.

Section 3.1.Reimbursement.   The Borrower hereby agrees as follows:

(a)The Borrower shall pay or cause to be paid to the Issuing Bank (or, to the extent the L/C Participants have funded their respective participations in such drawing, to the Administrative Agent on behalf of such L/C Participants and the Issuing Bank) immediately after payment is made under the Letter of Credit pursuant to any “A Drawing” an amount equal to the amount of such “A Drawing” under such Letter of Credit.

(b)The Borrower shall pay or cause to be paid (i) to the Issuing Bank (or, to the extent the L/C Participants have funded their respective participations in such drawing, to the Administrative Agent on behalf of such L/C Participants and the Issuing Bank) immediately after payment is made under the Letter of Credit pursuant to any “B Drawing” with respect to the payment of principal due on the Bonds, an amount equal to the amount of such “B Drawing” under such Letter of Credit, and (ii) to the Issuing Bank (or, to the extent the L/C Participants have funded their respective participations in such drawing, to the Administrative Agent on behalf of such L/C Participants and the Issuing Bank) after payment is made under the Letter of Credit pursuant to any “C Drawing” with respect to the payment of principal due on the Bonds, an amount equal to the amount of such “C Drawing” under such Letter of Credit.  Amounts due with respect to any “C Drawing” shall be due and payable on the date which is the earliest of (i) 367 days from the date of such drawing, (ii) the stated expiration date of the Letter of Credit, or (iii) the date on which the Bonds have been successfully remarketed and the remarketing proceeds have been deposited and paid to the Bank according to the provisions of the related Indenture.

(c)The Borrower shall pay or cause to be paid to the Issuing Bank (or, to the extent the L/C Participants have funded their respective participations in such drawing, to the Administrative Agent on behalf of such L/C Participants and the Issuing Bank) immediately after any payment is made under the Letter of Credit pursuant to any “B Drawing” or “C Drawing” with respect to the payment of interest due on the Bonds, an amount equal to the amount of such “B Drawing” or “C Drawing” used to pay interest on the Bonds.

(d)The Borrower shall pay or cause to be paid to the Issuing Bank (or, to the extent the L/C Participants have funded their respective participations in such drawing, to the Administrative Agent on behalf of such L/C Participants and the Issuing Bank) immediately after any payment is made under the Letter of Credit pursuant to any “D Drawing” with respect to the payment (whether at maturity or upon the acceleration or redemption of the Bonds as a whole) of the total unpaid principal of and interest on the Bonds, an amount equal to such amount so paid under such Letter of Credit.

(e)The Borrower shall pay or cause to be paid to the Issuing Bank (or, to the extent the L/C Participants have funded their respective participations in the respective amounts, to the Administrative Agent on behalf of such L/C Participants and the Issuing Bank) interest on any and all amounts required to be paid as provided in this Section 3.1 from and after the due date thereof until payment in full, payable on demand, at the Prime Rate plus 2% per annum; provided that, interest on any and all amounts required to be paid with respect to any “C Drawing” under Section 3.1(b) above shall accrue from the date of such drawing at the Prime Rate plus 2% per annum and shall be payable in arrears on the first day of each month and on the date of reimbursement of such “C Drawing.”  If any payment under the Letter of Credit with respect to an “A Drawing,” a “B Drawing,” a “C Drawing” or a “D Drawing” shall be reimbursed on the same date such payment is made by the Issuing Bank, no interest shall be payable on the reimbursed amount.

(f)So long as any of the Bonds remain outstanding, if the Issuing Bank is not timely reimbursed for amounts drawn on the Letter of Credit for payment of regularly scheduled principal and interest on the Bonds, the Administrative Agent, on behalf of the Issuing Bank and the Lenders, may direct the applicable Trustee to present a claim under the Bond Insurance Policy in accordance with the claims procedures set forth in the Supplemental Indenture, and the Administrative Agent and the Issuing Bank will cooperate with such Trustee and the Bond Insurer to assign and subrogate their right to payment from the applicable Issuer to the Bond Insurer upon payment of such claim.

Section 3.2.Pledge of Bonds .  As security for the payment of the obligations of the Borrower pursuant to Section 3.1(b) above and as more fully described in Article Eight hereof, the Borrower has pledged to the Administrative Agent, for the benefit of the Issuing Bank and the Lenders, and granted to the Administrative Agent, for the benefit of the Issuing Bank and the Lenders, a security interest in, all its rights, title and interests in and to all Bonds delivered (or, in the case of Bonds held under a book-entry system, reflected on the records of such Bonds as more fully described in Article Eight hereof) to the Issuing Bank in connection with “C Drawings” (herein called “Pledged Bonds” ).  Any amounts from time to time owing to the Issuing Bank and the Lenders pursuant to Section 3.1(b) above may be prepaid (i) at any time by the Borrower on one Business Day’s notice stating the amount to be prepaid (which shall be $5,000 or an integral multiple thereof) and (ii) at any time on behalf of the Borrower on one Business Day’s notice from the Borrower directing the Issuing Bank to deliver or to cause the applicable Trustee to deliver (or, in the case of Bonds held under a book-entry system, reflected on the records of such Bonds as more fully described in Article Eight hereof) a specified principal amount of Pledged Bonds held by or on behalf of the Issuing Bank for sale.  Upon payment to the Issuing Bank and the Lenders of the amounts to be prepaid pursuant to Section 3.1(b) above, together with accrued interest, to the date of such prepayment on the amount to be prepaid, the outstanding obligations of the Borrower under Section 3.1(b) above shall be reduced by the amount of such prepayment, interest shall cease to accrue on the amount prepaid and the Administrative Agent shall release (or shall be deemed to have released) from the pledge and security interest created hereunder a principal amount of Pledged Bonds equal to the amount of such prepayment.  Such Bonds shall be delivered to the Borrower on payment to the Issuing Bank and the Lenders as aforesaid or to the Tender Agent for sale pursuant to the Indenture.  Notwithstanding the foregoing, no prepayment of amounts owing to the Issuing Bank and the Lenders pursuant to Section 3.1(b) may be made, and no Pledged Bonds shall be released, during the period commencing two Business Days prior to an interest payment date with respect to the Bonds and ending at the close of business on such interest payment date.

Section 3.3.Intentionally Omitted.

Section 3.4.Reinstatement of Letter of Credit.   After any “A Drawing” or “C Drawing,” the obligation of the Issuing Bank to honor demands for payment under the Letter of Credit with respect to payment of interest (but not principal) on the Bonds will automatically and immediately be reinstated up to the total amount specified therein, upon the terms and conditions set forth in such Letter of Credit; provided, however , that in no event shall such Letter of Credit be reinstated following any drawing under such Letter of Credit pertaining to the payment of the principal of or interest on the Bonds as a result of the acceleration or redemption of the Bonds.  Upon the reimbursement of the Issuing Bank by the Borrower in accordance with Section 3.1(b) hereof and the release by the Administrative Agent, on behalf of the Issuing Bank and the Lenders pursuant to Section 3.2 hereof, of any Pledged Bonds, the obligation of the Issuing Bank to honor demands for payment under such Letter of Credit with respect to payment of the principal of the Bonds will be automatically and immediately reinstated up to the total amount specified therein upon the terms and conditions set forth in such Letter of Credit.

Section 3.5.Credit for Amount Paid on Bonds.   The Borrower shall (i) receive a credit against its obligation under this Agreement to reimburse payments of interest pursuant to Section 3.1(c) above to the extent of any amounts actually paid to or for the benefit of the Issuing Bank and the Lenders in respect of the interest due on any Pledged Bonds and (ii) receive a credit against its Reimbursement Obligations under this Agreement pursuant to Section 3.1(b) above to the extent of any amounts actually paid to or for the benefit of the Issuing Bank and the Lenders in respect of the principal due on any Pledged Bonds.

Section 3.6.Default Rate .  If payment of any Reimbursement Obligation or any other amounts to be paid by the Borrower under this Agreement is not made when due after the expiration of any grace period applicable to such payment, such Reimbursement Obligation and any such amount shall bear interest until such Reimbursement Obligation or other amount then due is paid in full, which the Borrower agrees to pay on demand, at a rate per annum equal to the Prime Rate plus an additional 2% per annum.

Section 3.7.Computation of Interest and Fees.   Interest and fees payable hereunder shall be computed on the basis of a 360-day year and the actual number of days elapsed.  If the date specified for any payment hereunder is not a Business Day, such payment shall be made on the next following Business Day, and interest shall be paid at the rate provided for herein on any such payment to the Business Day on which such payment is actually made.

Section 3.8.Payments .  (a) All payments of Reimbursement Obligations and all interest, fees and other amounts payable by the Borrower under the Credit Documents (excluding any payments to be made directly to the Issuing Bank or any Lender under Section 2.6 or 2.7) shall be made by the Borrower to the Issuing Bank or to the Administrative Agent, for the benefit of the Lenders and the Issuing Bank entitled to such payments, as provided herein, in immediately available funds on the due date thereof no later than 2:00 P.M. in the account designated by the Issuing Bank or the Administrative Agent, as the case may be, or such other location as the Issuing Bank or the Administrative Agent may designate in writing to the Borrower, free and clear of any defenses, rights of set-off, counterclaim, recoupment or withholding.  Any payments received by the Administrative Agent from the Borrower after the time specified in the preceding sentence shall be deemed to have been received on the next Business Day.  The Administrative Agent will, on the same day each payment is received or deemed to have been received in accordance with this Section 3.8, cause to be distributed like funds to the Issuing Bank and each Lender owed any amount hereunder for which such payment was received by the Administrative Agent, pro rata based on the respective amounts then owing to each Lender.

(b)If at any time funds received by the Administrative Agent and the Issuing Bank are insufficient to pay fully all Reimbursement Obligations then due and payable hereunder, such funds shall be applied (i) first, towards payment of those Reimbursement Obligations representing interest and fees then due and payable hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due and payable to such parties, and (ii) second, towards payment of all remaining Reimbursement Obligations, ratably among the parties entitled thereto in accordance with the amounts then due and payable to such parties.

(c)If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any Reimbursement Obligations that would result in such Lender receiving payment of a greater proportion of the aggregate amount of its Reimbursement Obligations than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Reimbursement Obligations of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Reimbursement Obligations; provided, that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 3.8(c) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Reimbursement Obligations to any assignee or participant other than to the Borrower, the Guarantor or any other Group Member or their Affiliates.  The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d)Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Issuing Bank or the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount or amounts due.  In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e)If any Lender shall fail to make any payment required to be made by it hereunder, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Section 3.9.Withholding Taxes .  (a) Payments Free of Withholding .  Except as otherwise required by law, each payment by either Credit Party to the Issuing Bank, any Lender or the Administrative Agent under this Agreement or any other Credit Document shall be made without withholding for or on account of any present or future taxes imposed by or within the jurisdiction in which such Credit Party is incorporated, any jurisdiction from which such Credit Party makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein, excluding, in the case of the Issuing Bank, any Lender and the Administrative Agent, the following taxes:

(i)taxes imposed on, based upon, or measured by such Lender’s, the Issuing Bank’s or the Administrative Agent’s net income or profits, and branch profits, franchise and similar taxes imposed on it;

(ii)taxes imposed on such Lender, the Issuing Bank or the Administrative Agent as a result of a present or former connection between the taxing jurisdiction and such Lender, the Issuing Bank or Administrative Agent, or any affiliate thereof, as the case may be, other than a connection resulting solely from the transactions contemplated by this Agreement;

(iii)taxes imposed as a result of the transfer by such Lender, the Issuing Bank or the Administrative Agent of its interest in this Agreement or any other Credit Document or a designation by such Lender, the Issuing Bank or the Administrative Agent of a new lending office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of such Lender’s, the Issuing Bank’s or the Administrative Agent’s interest in this Agreement or any other Credit Document or designation of a new lending office);

(iv)taxes imposed by the United States of America (or any political subdivision thereof or tax authority therein) upon any Lender, the Issuing Bank or the Administrative Agent organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed as a result of any change in applicable law, regulation or treaty after the date hereof, in the case of each Lender, the Issuing Bank or the Administrative Agent originally a party hereto or, in the case of any Lender becoming a party hereto after the Closing Date, after the date on which it becomes a Lender; or

(v)taxes which would not have been imposed but for (a) the failure of any Lender, Issuing Bank, or the Administrative Agent, as the case may be, to provide (x) the applicable forms prescribed by the Internal Revenue Service, as required by this Section 3.9, or (y) any other form, certification, documentation or proof which is reasonably requested by either Credit Party, or (b) a determination by a taxing authority or a court of competent jurisdiction that a form, certification, documentation or other proof provided by such Lender, the Issuing Bank or the Administrative Agent to establish an exemption from such tax, assessment or other governmental charge is false;

(all such present or future taxes, excluding only the taxes described in the preceding clauses (i) through (v), being hereinafter referred to as “Indemnified Taxes” ).  If any such withholding is so required, the applicable Credit Party shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender, the Issuing Bank and the Administrative Agent is free and clear of such Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that such Lender, the Issuing Bank or the Administrative Agent (as the case may be) would have received had withholding of any Indemnified Tax not been made.  If the applicable Credit Party pays any Indemnified Taxes, or any penalties or interest in connection therewith, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other evidence of payment if such tax receipts have not yet been received by the applicable Credit Party (with such tax receipts to be delivered within fifteen (15) days after being actually received), to the Lender, the Issuing Bank or the Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) within fifteen (15) days of such payment.  If the Administrative Agent or the Issuing Bank or any Lender pays any Indemnified Taxes, or any penalties or interest in connection therewith, the applicable Credit Party shall reimburse the Administrative Agent or the Issuing Bank or Lender for the payment on demand.  Such Lender, Issuing Bank or the Administrative Agent shall make written demand on the applicable Credit Party for reimbursement hereunder no later than ninety (90) days after the earlier of (i) the date on which such Lender, the Issuing Bank or the Administrative Agent makes payment of the Indemnified Taxes, penalties and interest, and (ii) the date on which the relevant taxing authority or other governmental authority makes written demand upon such Lender, the Issuing Bank or the Administrative Agent for payment of the Indemnified Taxes, penalties and interest.  Any such demand shall describe in reasonable detail such Indemnified Taxes, penalties or interest, including the amount thereof if then known to such Lender, the Issuing Bank, or the Administrative Agent, as the case may be.

(b) U.S. Withholding Tax Exemptions .  Upon the written request of the Borrower or the Administrative Agent, each Lender or the Issuing Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent, promptly after such request, two duly completed and signed copies of either Form W-8BEN or any successor form (entitling such Lender or the Issuing Bank to a complete exemption from withholding under the Code on all amounts to be received by such Lender or the Issuing Bank, including fees, pursuant to the Credit Documents) or Form W-8ECI or any successor form (relating to all amounts to be received by such Lender or the Issuing Bank, including fees, pursuant to the Credit Documents) of the United States Internal Revenue Service, and any other form of the United States Internal Revenue Service reasonably necessary to accomplish exemption from withholding obligations or to facilitate the Administrative Agent’s performance under this Agreement.  Thereafter and from time to time, each such Lender or the Issuing Bank shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may be required under then-current United States law or regulations to avoid United States withholding taxes on payments in respect of all amounts to be received by such Lender or the Issuing Bank, including fees, pursuant to the Credit Documents.  Upon the request of the Borrower, each Lender or the Issuing Bank that is a United States person shall submit to the Borrower a certificate to the effect that it is such a United States person and is exempt from information reporting under Section 6049 of the Code and backup withholding under Section 3406 of the Code.

(c) Inability of Lender to Submit Forms .  If any Lender or the Issuing Bank determines in good faith, as a result of any change in applicable law, regulation or treaty, or in any official application or interpretation thereof, that (i) it is unable to submit to the Borrower or Administrative Agent any form or certificate that such Lender or the Issuing Bank is obligated to submit pursuant to paragraph (b) of this Section 3.9, (ii) it is required to withdraw or cancel any such form or certificate previously submitted, or (iii) any such form or certificate otherwise becomes ineffective or inaccurate, such Lender or the Issuing Bank shall promptly notify the Borrower and Administrative Agent of such fact, and the Lender or the Issuing Bank shall to that extent not be obligated to provide any such form or certificate and will be entitled to withdraw or cancel any affected form or certificate, as applicable.

(d) Refund of Taxes .  If any Lender, the Issuing Bank or the Administrative Agent becomes aware that it has received a refund of any Indemnified Tax with respect to which either Credit Party has paid any amount pursuant to paragraph (a) of this Section 3.9, such Lender, the Issuing Bank or the Administrative Agent shall pay the amount of such refund (including any interest received with respect thereto) to the applicable Credit Party within fifteen (15) days after receipt thereof.  A Lender, the Issuing Bank, or the Administrative Agent shall provide, at the sole cost and expense of the applicable Credit Party, such assistance as the applicable Credit Party may reasonably request in order to obtain such a refund; provided, however, that neither the Administrative Agent nor any Lender or the Issuing Bank shall in any event be required to disclose any information to either Credit Party with respect to the overall tax position of the Administrative Agent or the Issuing Bank or such Lender.

Section 3.10.Character of Obligations Hereunder .  Each Credit Party agrees for the benefit of the Administrative Agent, the Issuing Bank and each Lender that, notwithstanding any provision of any other Operative Document, the obligations of the Borrower and the Guarantor under this Agreement and each other Credit Document shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement and each applicable other Credit Document under all circumstances whatsoever (other than the defense of final, indefeasible payment in accordance with this Agreement), including, without limitation, the following circumstances:

(a)any lack of validity or enforceability of any of the Credit Documents;

(b)any amendment or waiver of or any consent to depart from all or any of the provisions of any of the Credit Documents;

(c)the existence of any claim, set-off, defense or other right either Credit Party may have or claim at any time against a beneficiary of the Letter of Credit (or any person for whom a beneficiary may be acting), the Issuing Bank, any Lender or any other Person, whether in connection with this Agreement, another Operative Document or any unrelated transaction;

(d)any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(e)payment by the Issuing Bank under a Letter of Credit against presentation to the Issuing Bank of a draft or certificate that does not comply with the terms of the Letter of Credit; or

(f)any other act or omission to act or delay of any kind by the Issuing Bank, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 3.10, constitute a legal or equitable discharge of either Credit Party’s obligations hereunder or any other Credit Document.

Neither the Administrative Agent, the Issuing Bank, nor the Lenders shall have any liability or responsibility by reason of or in connection with the issuance or transfer of the Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to above), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to the Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence  arising from causes beyond the control of the Issuing Bank; provided , that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any actual direct damages (as opposed to special, indirect (including claims for lost profits or other consequential damages), or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise due care when determining whether drafts or other documents presented under a Letter of Credit comply with the terms thereof.  The parties hereto expressly agree, that in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised due care in each such determination.  In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

Section 3.11.ISP98 .  Unless otherwise expressly agreed by the Issuing Bank and the Borrower when a Letter of Credit is issued, the Letter of Credit shall be subject to the International Standby Practices 1998 ( “ISP98” ), International Chamber of Commerce Publication No. 590, and as to matters not governed by ISP98, shall be governed by and construed in accordance with the laws of the State of New York.

Section 4.1.Conditions .  The Issuing Bank will issue the Letter of Credit on the date the Bonds are remarketed and sold to the purchaser(s) thereof, provided that (i) all of the following conditions are met as of each such date to the satisfaction of the Administrative Agent on behalf of the Lenders and (ii) such request for issuance occurs not later than September 4, 2008:

(a) Delivery of the Bonds and Operative Documents .  This Agreement, the Indenture and Supplemental Indenture with respect to the Bonds, the Tender Agent Agreement (if a Tender Agent Agreement is required pursuant to the Indenture or Supplemental Indenture) with respect to the Bonds, the Bond Insurance Policy, and the Remarketing Agreement with respect to the Bonds (collectively, the “Operative Documents” ) shall have been executed and delivered by the parties thereto, each in form and substance satisfactory to the Administrative Agent and the Issuing Bank.  The Administrative Agent shall have received an executed or conformed copy of each of the applicable Operative Documents.

(b) No Material Adverse Change .  Since December 31, 2007, no events or conditions have occurred or changed or exists that have had or could reasonably be expected to have a Material Adverse Effect.

(c) No Litigation .  There shall be no actions, suits or proceedings or any governmental investigations or arbitrations, in each case pending or, to the knowledge of either Credit Party, threatened against or affecting it or its properties, or any Restricted Subsidiaries or their respective properties, before any courts or arbitrators or governmental departments, commissions, boards, bureaus, agencies or instrumentalities which, if determined adversely to such Credit Parties or Restricted Subsidiaries, either singly or taken together, could reasonably be expected to have a Material Adverse Effect.

(d) No Default .  On each Date of Issuance, both before and after giving effect to the issuance of the Letter of Credit and the Operative Documents, there shall exist no Default or Event of Default.

(e) Representations and Warranties .  On each Date of Issuance and after giving effect to the issuance of the Letter of Credit and the Operative Documents, all representations and warranties of the Credit Parties contained herein, in the other Operative Documents or otherwise made in writing in connection herewith, shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date.

(f) Credit Parties’ Certificate .  There shall have been delivered to the Administrative Agent a certificate of a Responsible Officer of each Credit Party, dated as of each Date of Issuance, to the effect that:

(i)since December 31, 2007, no events or conditions have occurred or changed or exist that have had or could reasonably be expected to have a Material Adverse Effect;

(ii)there are no actions, suits or proceedings, or any governmental investigations or arbitrations, in each case pending or, to the knowledge of either Credit Party, threatened against or affecting it or its properties, or any Restricted Subsidiaries or their respective properties, before any courts or arbitrators or governmental departments, commissions, boards, bureaus, agencies or instrumentalities which, if determined adversely to such Credit Parties or Restricted Subsidiaries, either singly or taken together, could reasonably be expected to have a Material Adverse Effect;

(iii)on the Date of Issuance, both before and after giving effect to the issuance of the Letter of Credit and the related Operative Documents, there shall exist no Default or Event of Default;

(iv)on the Date of Issuance, both before and after giving effect to the issuance of the Letter of Credit and the related Operative Documents, all representations and warranties of the Credit Parties contained herein, in the other Operative Documents or otherwise made in writing in connection herewith shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date; and

(v)all of the conditions to the issuance of the Letter of Credit specified in this Section 4.1 have been satisfied as of such date.

(g) Opinion of Credit Parties’ Counsel .  There shall have been delivered to the Administrative Agent an opinion of Kilpatrick Stockton LLP, in its capacity as counsel to the Credit Parties, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Lenders, which opinion shall be in form and substance satisfactory to the Administrative Agent and the Issuing Bank and shall cover such matters as the Administrative Agent and the Issuing Bank may reasonably request.

(h) Opinion of Bond Counsel .  There shall have been delivered to the Administrative Agent opinions (or signed copies of such opinions together with satisfactory reliance letters) from McCarter & English, LLP, dated as of the Date of Issuance of the Bonds, addressed to the Administrative Agent, the Issuing Bank and the Lenders and in form and substance satisfactory to the Administrative Agent and the Issuing Bank, to the effect that the Supplemental Indenture is a legal, valid and binding obligation of the Issuer and that as of the Date of Issuance, the execution and delivery of the Supplemental Indenture will not adversely affect the exclusion from gross income of interest on the Bonds under existing statutes, regulations and rulings, and covering such other matters as the Administrative Agent and the Issuing Bank may reasonably request.

(i) Organizational Documents .  The Credit Parties shall have delivered to the Administrative Agent at or prior to the issuance of the Letter of Credit the following for each Credit Party:

(i)a copy of its certificate or articles of incorporation, together with a certificate of existence/authorization, certified by the Secretary of State of the State of such Credit Party’s organization;

(ii)a copy of its bylaws as then in effect, as certified by the secretary or assistant secretary of such Credit Party;

(iii)a copy of the resolution or resolutions of its board of directors authorizing the execution and delivery of this Agreement and the other Operative Documents to which it is a party, as certified by the secretary or assistant secretary of such Credit Party; and

(iv)an incumbency certificate from the secretary or assistant secretary of such Credit Party setting forth the specimen signatures of its officers executing this Agreement and the other Operative Documents to which it is a party.

(j) Other Documents .  There shall have been delivered to the Administrative Agent such other information, documents, instruments, approvals (and if requested by the Administrative Agent, certified duplicates of executed copies thereof) or opinions as the Administrative Agent and the Issuing Bank may reasonably request.

(k) Documentation and Proceedings .  All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement and the other Operative Documents shall be satisfactory in form and substance to the Administrative Agent and the Issuing Bank and the Administrative Agent and the Issuing Bank shall have received all information and copies of all documents, including records of corporate proceedings, governmental approvals and incumbency certificates which it may have reasonably requested in connection with the transactions contemplated by this Agreement and the other Operative Documents, such documents where appropriate to be certified by proper officers.

(l) Payment of Fees and Expenses .  All fees payable to the Issuing Bank and the Lenders as of the Date of Issuance, and all fees and expenses of the Administrative Agent, including the fees and expenses of counsel for the Administrative Agent, shall have been paid in full.

To induce the Administrative Agent, the Issuing Bank, and the Lenders to enter into this Agreement and to issue or participate in the Letter of Credit, each of the Credit Parties hereby jointly and severally represents and warrants to the Administrative Agent, the Issuing Bank, and each Lender that:

Section 5.1.Financial Condition .  The audited consolidated balance sheets of the Guarantor as at December 31, 2007, and the related consolidated statements of income, retained earnings and cash flows for the fiscal year ended on such date, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, fairly present in all material respects the consolidated financial condition of the Guarantor as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended.  All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein).  

Section 5.2.No Change .  Since December 31, 2007, no event or condition has occurred or changed that has had or could reasonably be expected to have a Material Adverse Effect.

Section 5.3.Existence; Compliance with Law .  Each Credit Party and other Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except to the extent that such non-compliance, singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Section 5.4.Power; Authorization; Enforceable Obligations .  Each Credit Party has the power and authority, and the legal right, to make, deliver and perform the Credit Documents and the other Operative Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder.  Each Credit Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Credit Documents and the other Operative Documents to which it is a party and, in the case of the Borrower, to authorize the Extensions of Credit on the terms and conditions of this Agreement.  No authorization or approval of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Documents and the other Operative Documents, other than any such consents, authorizations, filings and notices which have been duly obtained or made and are in full force and effect.  Each Credit Document and each other Operative Document has been duly executed and delivered on behalf of each Credit Party party thereto.  This Agreement constitutes, and each other Credit Document and the other Operative Documents upon execution w