Joint - South Carolina

ExhibitAPage 1of 20

SUMMARY OF TERMS AND CONDITIONS TO $200,000,000 THREE-YEAR CREDIT

AGREEMENT

This Summary of Terms and Conditions does not represent a commitment to lend on the part ofWells Fargo Bank, National Association, Merrill Lynch, Pierce, Fenner & Smith Incorporated or

Morgan Stanley Senior Funding, Inc. or any other commitment on the part thereof or of any of itsaffiliates, Any such commitment shall be documented in the final loan documentation. The termsand conditions outlined herein are not intended to be all inclusive, but rather set forth aframework from which a mutually satisfactory transaction may be structured.

Borrower:

Lead Arrangers:

Joint Book Runners:

Administrative Agent:

Co-Syndication Agents:

Documentation Agents:

Lenders:

Issuing Bank:

Facility:

Related Facility:

South Carolina Electric & Gas Company, a South Carolina

corporation (the "Borrower").

Wells Fargo Securities, LLC (%VFS"), Merrill Lynch, Pierce, Fenner& Smith Incorporated ("MU') and Morgan Stanley Senior Funding,

Inc. (("MS") and, together with WFS and ML, the "Arrangers'} willarrange and structure the Facility.

WFS, ML and MS.

Wells Fargo Bank, National Association (the "AdministrativeA_ent" or %Vells Farg.q").

Bank of America, N.A. and Morgan Stanley Senior Funding, Inc.

To be determined.

A syndicate of lenders mutually acceptable to the Borrower andthe Arrangers (the "Lenders"} arranged by the Arrangers.

Wells Fargo.

An unsecured three-year revolving credit facility in an aggregateprincipal amount of up to $200,000,000 (the "Facility").

The aggregate amount of the Facility may be increased to up to$300,000,000 before or after the Closing Date with the consent of

the Borrower and the Administrative Agent on terms set forth inthe fmal documentation (if such increase is after the ClosingDate}; provided, (i) any such increase shall be in a minimumamount equal to $25,000,000 and $5,000,000 integral multiples

in excess thereof, and (ii) any such increase shall not increaseany Lender's commitment without its prior consent.

Amended and Restated Five-Year Credit Agreement dated as of

October 25, 2012, among the Borrower, Wells Fargo, asAdministrative Agent, Issuing Bank and Swingline Lender, Bankof America, N.A. and Morgan Stanley Senior Funding, Inc., as Co-Syndication Agents, those certain Documentation Agents party

thereto, Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner& Smith Incorporated and Morgan Stanley Senior Funding, Inc.,as Co-Lead Arrangers and Co-Book Runners and certain other

lenders party thereto (the "Related Credit.Agreement')

LEGAL02/33494491v8SCE&G- Three-Year

Exhibit APage 1 of 20

SUMMARY OF TERMS AND CONDITIONS TO 200 000 000 THREE-YEAR CREDITAGREEMENT

This Summary of Terms and Conditions does not represent a commitment to lend on the part ofWells Fargo Bank, National Assaciafiant Merrill Lynch, Pierce, Fenner Iid Smith Incorporated orMorgan Stanley Senior Funding, Inc. or any other commitment on the part thereof or of any of itsaffiliates. Any such commitment shall be documented in thefinal loan documentation. The termsand conditions outlined herein are not intended to be al/ inclusive, but rather set forth aframeworkfrom which a mutually satisfactory transacrr'an may be structured.

Borrower: South Carolina Electric ()4 Gas Company, a South Carolinacorporation (the "Borrower").

Lead Arrangers: Wells Fargo Securities, LLC ("WFS"), Merrill Lynch, Pierce, Fennert)4 Smith Incorporated {"MLF) and Morgan Stanley Senior Funding,I . {{MMF') d, t A th 'th WFA d ML, th "A~') MIarrange and structure the Facility.

Joint Book Runners:


WFS, ML and MS.

Wells Fargo Bank, National Association (the "Administrative~AF'W~{ii F

Co-Syndication Agents: Bank of America, N.A. and Morgan Stanley Senior Funding, Inc.

Documentation Agents: To be determined.

Lenders: A syndicate of lenders mutually acceptable to the Borrower andthe Arrangers {the "Landers") arranged by the Arrangers.

Issuing Bank:

Facility:

Wells Fargo.

An unsecured three-year revolving credit facility in an aggregateprincipal amount of up to 8200,000,000 (the M~Facilit ').

The aggregate amount of the Facility may be increased to up to8300,000,000 before or after the Closing Date with the consent ofthe Barrower and the Administrative Agent on terms set forth inthe final documentation {if such increase is after the ClosingDate); provided, (i) any such increase shall be in a minimumamount equal to 825,000,000 and 85,000,000 integral multiplesin excess thereof, and (ii) any such increase shall not increaseany Lender's commitment rvithout its prior consent.

Related Facility: Amended and Restated Five-Year Credit Agreement dated as ofOctober 25, 2012, among the Borrower, Wells Fargo, asAdministrative Agent, Issuing Bank and Swingline Lender, Bankof America, N.A, snd Morgan Stanley Senior Funding, Inc., as Ca-Syndication Agents, those certain Documentation Agents partythereto, Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner& Smith Incorporated and Morgan Stanley Senior Funding, Inc.,as Co-Lead Arrangers snd Co-Book Runners snd certain otherlenders party themto (the "Related Credit A eementh)

LEGAL02/33494491FSSCE&G — Three-Year

ExhibitAPage 2 of 20

Purpose:

Maturity Date:

Extension of

Maturity Date:

Closing:

Interest Rates and Fees:

Loans Under the Facility:

Swing Line Loans:

LEGAL02/33494491v8SCE&G- Tl_ree-Year

The proceeds of the Facility shall be used to provide interimfinancing for nuclear construction, and for general corporate

purposes, including commercial paper back-up.

The Facility shall terminate and all amounts outstandingthereunder shall be due and payable three years from Closing;

provided, however, the Maturity Date may be extended if theBorrower elects to exercise the Extension Option as describedbelow.

The Borrower may, prior to each anniversary of the Closing Date,

but on no more than one (1) occasion, request an extension of thethen-existing Maturity Date (each an "Extension Option") for anadditional one-year period, subject to (i) advance notice provisionsand (ii) the approval of Lenders holding more than 50% of the

Commitments then in effect. No Lender shall be under anyobligation to approve an extension request, and all Loans of eachnon-consenting Lender shall be subject to the then-existingMaturity Date, provided that Borrower shall have the right to

replace the Commitment of any non-consenting Lender fromexisting Lenders and/or other financial institutions reasonablyacceptable to the Administrative Agent and the Issuing Bank.

On or before October 25, 2012.

Interest rates and fees in connection with the Facility will be asspecified in the Fee Letter and on Schedule/attached hereto.

Borrowings may be requested upon three business days noticeprior to the date of the proposed borrowing for LIBOR Loans andsame business day notice for Base Rate Loans. Notice must be

given to the Administrative Agent by 11:00 a.m., CharIotte, NorthCarolina time, on the day on which such notice is required. TheAgent shall give notice to each Lender promptly upon receipt ofany notice of borrowing. Each Lender shall, before 1:00 PM,

Charlotte, North Carolina time, on the date of such borrowing,make available to the Administrative Agent for the account of theBorrmver in same day funds, the proceeds of such borrowing.Such borrowing will then be made available to the Borrower by

the Administrative Agent by crediting the account of the Borroweron the books of the Administrative Agent with the aggregate of theamounts made available to the Administrative Agent by theLenders. The aggregate of all outstanding LIBOR Loans and Base

Rate Loans under the Facility wiU be considered usage forpurposes of determining availability under the Facility.

Up to $20,000,000 of the Facility will be available for swing line

loans (each, a "Swing Line Loan"). Wells Fargo shall act as theSwing Line Bank (the "Swing Line Bank"). Swing Line Leans shallbe paid no later than 10 business days after such Loans weremade. Swing Line Loans shall be for a minimum amount of$1,000,000 and $500,000 increments in excess thereof. Swing

Line Loans may be requested upon same business day notice.

2

Exhibit APage 2 af 20

Purpose: The proceeds of the Facility shall be used to provide interimfinancing for nuclear construction, and for general corporatepurposes, including commercial paper back-up.

Maturity Date: The Facility shall terminate and all amounts outstandingthereunder shall be due and payable three years from Closing;provided, however, the Maturity Date may be extended if theBorrower elects to exercise the Extension Option as describedbelow.

Extension ofMaturity Date: The Borrower may, prior to each anniversary of the Closing Date,

but on no more than one (lj occasion, request an extension of theth - 'tl glg I ttret

(h "~BW I 0 tl g)I

additional one-year period, subject to (ij advance notice provisionsand (iij the approval of Landers holding more than 50% of theCommitments then in effect. No Lender shall be under anyobligation to approve an extension request, and all Loans of eachnon-consenting Lender shall be subject to the then-existingMaturity Date, provided that Borrower shall have the right toreplace the Commitment of any non-consenting Lender fromexisting Landers and/or other financial institutions reasonablyacceptable to the Administrative Agent and the Issuing Bank.

Closing: On or before October 25, 2012.

Interest Rates and Fees: Interest rates and fees in connection with the Facility will be asspecified in the Fee Letter and on Schedule I attached hereto.

Loans Under the Facility: Borrowings may be requested upon three business days noticeprior to the date of the proposed borrowing for LIBOR Loans andsame business day notice for Base Rate Loans. Notice must begiven to the Adtninistrative Agent by 11:00 a.m., Charlotte, NorthCarolina time, on the day on which such notice is required. TheAgent shall give notice to each Lender promptly upon receipt ofany notice of borrowing. Each Lender shall, before 1:00 PM,Charlotte, North Carolina time, on the date of such borrowing,make available to the Adzninistrative Agent for the account of theBorrower in same day funds, the proceeds of such borrowing.Such borrowing hvdll then be made available to the Borrower bythe Administrative Agent by crediting the account of the Borroweron the books of the Administrative Agent with the aggregate of theamounts made available to the Administrative Agent by theLenders. The aggregate of all outstanding LIBOR Loans and BaseRate Loans under the Facility will be considered usage forpurposes of determining availability under the Facility.

Swing Line Loans: Up to 820,000,000 of the Facility will be available for swing lineh, "gggg lB

' I"f. W ll g g he) t thg 'LI B~(th "~gg LI B hh). g 'h I helbe paid no later than 10 business days after such Loans weremade. Swing Line Loans shall be for a minimum amount of81,000,000 and S500,000 increments in excess thereof. SwingLine Loans may be requested upon same business day notice.

LEGAL02/3349449)v8SCE&G — Three-Year

Letters of Credit:

Optional Prepayments:

Conditions Precedent

to Closing:


Notice must be given to the Administrative Agent by 3:00 p.m.,

Charlotte, North Carolina time on the date of the requested SwingLine Loan. The Swing Line Bank will make the proceeds of suchSwing Line Loan available to the Borrower, in immediately

available funds, at the account specified by the Borrower in thenotice not later than 4:00 p.m., Charlotte, North Carolina time (or12 noon, Charlotte, North Carolina time if notice was delivered

before 10:00 a.m., Charlotte, North Carolina time). At the requestof the Swing Line Bank and notwithstanding the existence of aDefault or Event of Default, each of the other Lenders shallpurchase from the Swing Line Bank its pro-rata share of the

outstanding Swing Line Loans.

Swing Line Loans shall bear interest as set forth on Schedule Iattached hereto.

Up to $20,000,000 of the Facility win be available for the issuance

of Letters of Credit by the Issuing Bank. Letters of Credit will beissued by the Issuing Bank at the request of the Borrower andshall expire no later than the fifth (5 t_) business day prior to the

Maturity Date. Borrower may request, from time to time, Leansto refinance outstandings under any Letter of Credit. Each of theLenders shall acquire an irrevocable and unconditional pro-rata

participation on each such Letter of Credit.

Base Rate Loans may be prepaid at any time without penalty.LIBOR Rate Loans may be prepaid at the end of the applicable

Interest Period without penalty. Prepayment of LIBOR Rate Loansprior to the end of the applicable Interest Period is subject to

payment of any funding losses.

The Closing of the Facility will be subject to satisfaction of

conditions precedent deemed appropriate by the AdministrativeAgent including, but not limited to, the following:

(i) The negotiation, execution and delivery of definitive loandocumentation for the Facility satisfactory to the

Arrangers, Administrative Agent and the Lenders.

(ii) There shall not have occurred a material adverse changesince December 31, 2011 in the business, assets,

liabilities (actual or contingent), operations, condition(financial or otherwise) or prospects of the Borrower andany consolidated reporting entities, taken as a whole, or in

the facts and information regarding such entities asrepresented to date and, except as disclosed in theDisclosure Documents, no material litigation shall exist.

All legal (including tax implications) and regulatorymatters shall be satisfactory to the Administrative Agent.

(iv) Receipt and satisfactory review by the Administrative

Agent and the Lenders of such financial information



Notice must be given to the Administrative Agent by 3:00 p.m.,Charlotte, North Carolina time on the date of the requested SwingLine Loan. The Swing Line Bank will make the proceeds of suchSwing Line Loan available to the Borrower, in immediatelyavailable funds, at the account specified by the Borrower in thenotice not later than ek00 p.m., Charlotte, North Carolina time (or12 noon, Charlotte, North Carolina time if notice was deliveredbefore 10:00 a.m., Charlotte, North Carolina time). At the requestof the Swing Line Bank and notwithstanding the existence of aDefault or Event of Default, each of the other Landers shallpurchase from the Swing Line Bank its pro-rata share of theoutstanding Swing Line Loans.


Letters of Credit: Up to 820,000,000 of the Facility will be available for the issuanceof Letters of Credit by the Issuing Bank. Letters of Credit will beissued by the Issuing Bank at the request of the Borrower andshall expire no later than the fifth (5th) business day prior to theMaturity Date. Borrower may request, from time to time, Loansto refinance outstandings under any Letter of Credit. Each of theLenders shall acquire an irrevocable and unconditional pro-rataparticipation on each such Letter of Credit.

Optional Prepayments: Base Rate Loans may be prepaid at any time without penalty.LIBOR Rate Loans may be prepaid at the end of the applicableInterest Period without penalty. Prepayment of LIBOR Rate Loansprior to the end of the applicable Interest Period is subject topayment of any funding losses.

Conditions Precedentto Closing: The Closing of the Facility ivdll be subject to satisfaction of


(i) The negotiation, execution and delivery of definitive loandocumentation for the Facility satisfactory to theArrangers, Administrative Agent and the Landers.

(ii) There shall not have occurred a material adverse changesince December 31, 2011 in the business, assets,liabilities (actual or contingent), operations, condition(financial or otherevise) or prospects of the Borrower andany consolidated reporting entities, taken as a whole, or inthe facts and information regarding such entities asrepresented to date and, except as disclosed in theDisclosure Documents, no material litigation shall exist.

(iii) AII legal (including tax implications) and regulatorymatters shall be satisfactory to the Administrative Agent.

(iv) Receipt and satisfactory revieiv by the AdministrativeAgent and the Lenders of such financial information

LEGAL02/3349449iv8SCAG — Three-Year


Conditions Precedentto All Loans and theissuance of Letters ofCredit:

Representations andWarranties:

LEGAL02/3349449Iv8SCE&G- Three-Year

(v)

(vi)

regarding the Borrower and any consolidated reportingentities as they may reasonably request.

Payment of all fees and expenses required to be paid on or

before Closing.

Receipt of other customary closing documentation,

including, without limitation, corporate resolutions,secretary certificates, third-party approvals and legalopinions of the Bon'ower's counsel relating to the Facilityacceptable to the Administrative Agent.

Usual and customary for facilities of this type, and substantiallysimilar to those contained in the Related Credit Agreement,including, but not limited to, the following:

(i) ali representations and warranties (other thanrepresentations and warranties with respect to no material

adverse change and no material litigation) are true andcorrect in all material respects as of the date of each Loan;

(ii) no Event of Default under the Facility has occurred and is

continuing or would result from such Loan; and

(iii) satisfaction of conditions to continue the effectiveness ofthe authorizations in the Public Service Commission order

and Federal Energy Regulatory Commission order.

Usual and customary for facilities of this type, and substantially

similar to those contained in the Related Credit Agreement,including, but not limited to, the following:

(i) corporate existence and power;(ii) corporate and governmental authorization/contravention;

(iii) binding effect;(iv) correctness of specified financial statements and no

material adverse change;(v) material litigation;

(vi) compliance with ERISA;(vii) payment of taxes;(vii) compliance with laws (including OFAC and the Patriot

Act);

(viii) ownership of common stock of Borrower;(x) status under investment company act;(xi) ownership of property/liens;(xii) absence of defaults;

(xiii) accuracy of disclosure;(xiv) environmental matters;(xv) solvency;(xvi) insurance;

(xvii) labor matters;



{v) Payment of all fees and expenses required to be paid on orbefore Closing.

(vi} Receipt of other customary closing documentation,including, without limitation, corporate resolutions,secretary certificates, third-party approvals and legalopinions of the Borrower's counsel relating to the Facilityacceptabie to the Administrative Agent.

Conditions Precedentto All Loans and theissuance of Letters ofCredit: Usual and customary for facilities of this tlqoe, and substantially


all representations and warranties (other thanrepresentations and warranties with respect to no materialadverse change and no material litigation) are true andcorrect in all material respects as of the date of each Loan;

no Event of Default under the Facility has occurred and iscontinuing or would result from such Loan; and

satisfaction of conditions to continue the effectiveness ofthe authorizations in the Public Service Commission orderand Federal Energy Regulatory Commission order.

Representations andWarranties: Usual and customary for facilities of this type, and substantially


(i)

(ii)

(iii)(iv}

(v)

(vi)(vii)(vii)

{viii)

(x)(xi)(xii)(xiii)(xiv}(xv)(xvi)(xvii)

corporate existence and power;corporate and governmental authorization/contravention;binding effect;correctness of specified financial statements and nomaterial adverse change;material litigation;compliance with ERISA;payment of taxes;compliance xvith laws (including OFAC snd the PatriotAct};ownership of common stock of Borrower;status under investment company act;ownership of property/liens;absence of defaults;accuracy of disclosure;environmental matters;solvency;insurance;labor matters;

LEGAL02/3349449!v8SCE44G — Three-Year

ExhibitAPage5 of 20

Affirmative and

Negative Covenants:

Financial Covenant:


(xviii) use of proceeds/compliance with margin regulations; and(xix) amendments of organizational documents.

Usual and customary for facilities of this type, and substantiallysimilar to those contained in the Related Credit Agreement,including, but not limited to, the following:

(i) delivery of annual and quarterly financial statements(including officer's certificates relating to the preparation

and reissue thereoI);(ii) delivery of compliance certificates, notices of default,

material SEC filings, material litigation and materialgovernmental and environmental proceedings;

(iii) inspection of property, books and records;(iv) limitations on restricted payments;(v) limitations on liens;(vi) maintenance of existence / lines of business;

(vii) dissolution;(viii) limitations on mergers, consolidations and sales of assets;(ix) use of proceeds;(x) compliance with laws (including ERISA and environmental

laws, OFAC and Patriot Act) and material contractualobligations;

(xi) payment of taxes;(xii) maintenance of insurance;

(xiii) change in fiscal year;(xiv) maintenance of properties;

(xv) ERISA and environmental matters;(xvi) issuances of additional shares of common stock of

Borrower;(xvii) limitation on new significant subsidiaries;

(xvfii) limitations on agreements of subsidiaries;{xix) maintenance of licenses, permits and registrations;(xx) limitations on transactions with affiliates;(xxi) limitations on loans and advances; and

(xxii) limitations on investments.

Consolidated Total Indebtedness to Consolidated Total

Capitalization of the Borrower not to exceed 70.0%.

For purposes of calculating Consolidated Total Indebtedness forthe financial covenant only, "Hybrid Securities" (as defined below)shall not be included in the definition of Consolidated Total

Indebtedness to the extent the total value of such HybridSecurities does riot exceed 15% of Consolidated Total

Capitalization. "Hybrid Securities" means any trust preferredsecurities or other deferrable interest subordinated debt

securities (a) issued by (1) the Borrower or a subsidiary or (2) anybusiness trust, limited liability company, limited partnership (orsimilar entity) (i) all of the common equity, general partnership orsimilar interests of which are owned by the Borrower or a wholly-

owned subsidiary, (ii) that has been formed for the sole purposesof issuing Hybrid Securities and (iii) substantially all of the assetsof which consist of (/t) subordinated Debt of the Borrower or a


{xviii) use of proceeds/compliance with margin regulations; and(xix) amendments of organizational documents.

Affirmative andNegative Covenants: Usual and customary for facilities of this type, and substantially

similar to those contained in the Related Credit Agreement,including, but not Ninited to, the following:

(iii}

(iv)

(v)

(vi)(vii)(viii}

(ix)(x)

delivery of annual and quarterly financial statements(including officer's certificates relating to the preparationand reissue there oij;

(ii) delivery of compliance certificates, notices of default,material SEC filings, material litigation and materialgovernmental and environmental proceedings;inspection of property, books snd records;limitations on restricted payments;limitations on liens;maintenance of existence / lines of business;dissolution;limitations on mergers, consolidations and sales of assets;use of proceeds;compliance with laws {including ERISA and environmentallaws, OFAC and Patriot Act) and material contractualobligations;

(xi} payment of taxes;(xii) maintenance oi'nsurance;(xiii) change in fiscal year;(xiv} maintenance of properties;(xv} ERISA and environmental matters;(xvi} issuances of additional shares of common stock of

Borrower;(xvii) limitation on new signiTicant subsidiaries;(xviii) limitations on agreements of subsidiaries;(xix) maintenance of licenses, permits and registrations;(xx) limitations on transactions with affiliates;(xxi) limitations on loans and advances; and(xxiij bmitations on investments.

Financial Covenant: Consolidated Total Indebtedness to Consolidated TotalCapitalization of the Borrower not to exceed 70.0%.

For purposes of calculating Consolidated Total Indebtedness forthe financial covenant only, "Hybrid Securities" (as defined below)shall not be included in the definition of Consolidated TotalIndebtedness to the extent the total value of such HybridSecurities does not exceed 15% of Consolidated TotalCapitalization. eHybrid Securities" means any trust preferredsecurities or other deferrable interest subordinated debtsecurities {aj issued by {I) the Borrower or a subsidiary or (2) anybusiness trust, limited liability company, limited partnership (orsimilar entity) (i) all of the common equity, general partnership orsimilar interests of ivhich are owned by the Borrower or a wholly-owned subsidiary, (ii) that has been formed for the sole purposesof issuing Hybrid Securities and {iii) substantially all of the assetsof which consist of (A) subordinated Debt of the Borrower or a

LEGAL02/3349449lv8SCEAG — Three-Year


Events of Default:

Assignments &Participations:

Increased Costs/Changeof Circumstances:

Required Lenders:

Waiver of Jury Trial,Governing Law:

Indemnification:

LEGALO2/33494491v8SCE&G- Three-Year

subsidiary and (B} proceeds received in respect of payments on

such subordinated debt, (b) that have a maturity date after June1, 2034, (c) that require rio repayment or prepayments ofprincipal and no mandatory redemptions or repurchases ofprincipal prior to the date which is the 91 st day after June 1,

2034 and (d)that permit the issuer of such securities, at itsoption, to defer certain scheduIed interest payments.

Usual and customary for facilities of this type, and substantiallysimilar to those contained in the Related Credit Agreement,

including, but not limited to, the foiIowing:

(i) nonpayment of principal, interest, fees or other amounts(with cure periods as applicable);

(ii) violation of covenants (with cure periods as applicable);(iii) inaccuracy of representations and warranties;

(iv) cross-default to other material agreements andindebtedness;

(v) loss or failure to maintain necessary licenses, permits orauthorizations;

(vi) bankruptcy and other insolvency events;(vii) material judgments or tax Hens;(viii) ERISA matters;

(ix) impairment of property;(x) actual or asserted invalidity of any loan documentation;

and

(xi) change of control.

Assignments in minimum amounts of $5,000,000 shall be subject

(so long as no Event of Default or Default has occurred and iscontinuing) to consent of the Borrower, such consents not to beunreasonably withheld or delayed. Participations shall bepermitted in minimum amounts of $5,000,000.

Provisions customary in facilities of this type protecting theLenders in the event of unavailability of funding, illegality, capital

adequacy requirements, increased costs, withholding taxes andfunding losses.

On any date of determination, those Lenders who collectively hold

more than 50% of outstandings, or if no outstandings, thoseLenders who coliectively hold more than 50% of the aggregatecommitments of the Lenders.

Waiver of jury trial, submission to jurisdiction in South Carolina.South Carolina law (without reference to choice of law provisions)

to govern.

The Borrower shall indemnify the Administrative Agent, theArrangers, each of the Lenders and their respective affiliates,partners, directors, officers, agents and advisors and hold them

harmless from and against all liabilities, damages, claims, costs,


subsidiary and {Bj proceeds received in respect of payments onsuch subordinated debt, (bj that have a maturity date after June1, 2034, (c) that require no repayment or prepayments ofprincipal and no mandatory redemptions or repurchases ofprincipal prior to the date which is the 91" day atter June 1,203'nd (dj that permit the issuer of such securities, at itsoption, to defer certain scheduled interest payments.

Events of Default: Usual and customary for facilities of this type, and substantiallysimilar to those contained in the Related Credit Agreement,including, but not limited to, the following:

(ii)(iii}

(iv)

(v)

{vi)

{vii)

{viiij

(ix)(x)

(xi}

nonpayment of principal, interest, fees or other amounts(vvith cure periods as applicable);violation of covenants {with cure periods as applicable);inaccuracy of representations and warranties;cross-default to other material agreements andindebtedness;loss or failure to maintain necessary licenses, permits orauthorizations;bankruptcy and other insolvency events;material judgments or tax liens;ERISA matters;impairment of property;actual or asserted invalidity of any loan documentation;arlrichange of control.

Assignments gr

Participations: Assignments in minimum amounts of $5,000,000 shall be subject(so long as no Event of Default or Default has occurred and iscontinuing) to consent of the Borrower, such consents not to beunreasonably radthheld or delayed. Participations shall bepermitted in ininimum amounts of 85,000,000.

Increased Costs/Changeof Circumstances: Provisions customary in facilities of this type protecting the

Lenders in the event of unavailability of funding, illegality, capitaladequacy requirements, increased costs, withholding taxes andfunding losses.

Required Lenders: On any date of determination, those Lenders who collectively holdmore than 50% of outstandings, or if no outstandings, thoseLanders who collectively hold more than 50% of the aggregatecommitments of the Landers.

Waiver of Jury Trial,Governing Law: Waiver of jury trial, submission to jurisdiction in South Carolina.

South Carolina law (without reference to choice of law provisions)to govern.

Indemnification: The Borrower shall indemnify the Administrative Agent, theArrangers, each of the Landers and their respective affiliates,partners, directors, officers, agents and advisors and hold themharmless from and against all liabilities, damages, claims, costs,

LEGAL02/33494491v8SCEebG- Three-Year

Expenses:

Patriot Act:

Counsel to Wells FargoSecurities

& Administrative Agent:

ExhlbltAPage7 of 20

expenses (including reasonable fees, disbursements, settlementcosts and other charges of counsel) relating to the Facility or anytransactions related thereto and the Borrower's use of the loan

proceeds or the commitments; provided that such indemnity will

not, as to any indemnitee, be available to the extent that suchlosses, claims, damages, liabilities or related expenses aredetermined by a court of competent jurisdiction by final andnonappealable judgment to have resulted from the gross

negligence or willful misconduct of such indemnitee. Thisindemnification shall survive and continue for the benefit of all

such persons or entitles.

The Borrower shall pay all reasonable costs and expensesassociated with the preparation, due diligence, administration,syndication and enforcement of all documentation executed inconnection with the Faciiity, including, without limitation, the

reasonable legal fees of counsel to the Administrative Agent andArrangers, regardless of whether or not the Facility is closed. The

Borrower shall also pay the expenses of each Lender (including,without limitation, the reasonable legal fees and expenses ofcounsei to the Administrative Agent and Arrangers) in connectionwith the enforcement of any loan documentation of the Facility.

To help fight the funding of terrorism and money launderingactivities, Federal Law requires U. S. financial institutions toobtain, verify and record information that identifies each person

or entity that opens an account and/or enters into a businessrelationship with such financial institution.

A1ston & Bird LLP



expenses {including reasonable fees, disbursements, settlementcosts and other charges of counsel) relating to the Facility or anytransactions related thereto and the Borrower's use of the loanproceeds ar the coinmitments; provided that such indemnity willnot, as to any indemnitee, be available to the extent that suchlosses, claims, damages, liabilities or related expenses aredetermined by a court of competent jurisdiction by final andnonappealable judgment to have resulted from the grossnegligence or wiDful misconduct of such indemnitee. Thisindemnification shall survive and continue for the benefit of allsuch persons or entities.

Expenses: The Borrower shall pay all reasonable costs and expensesassociated with the preparation, due diligence, administration,syndication snd enforcement of all documentation executed inconnection with the Facility, including, without limitation, thereasonable legal fees af counsel to the Administrative Agent andArrangers, regardless of whether or not the Facility is closed. TheBorrower shall also pay the expenses of each Lender {including,without limitation, the reasonable legal fees and expenses ofcounsel to the Administrative Agent and Arrangers) in connectionwith the enforcement of any loan documentation of the Facility.

Patriot Act: To help fight the funding of terrorism and money launderingactivities, Federal Law requires U. S. financial institutions toobtain, verify and record information that identifies each personor entity that opens an account and/or enters into a businessrelationship with such financial institution.

Counsel to Wells FargoSecuritiest)e Administrative Agent: Alstan & Bird LLP

LEGAL02/33494491vSSCErrG — Three-Year


Interest:

SCHEDULE I

INTEREST AND FEES

At the Borrower's option, loans (other than Swingline Loans) willbear interest based on the Base Rate or LIBOR, as describedbelow:

A. Base Rate Option

Interest will be at the Base Rate _ the applicable Interest

Margin (as described below}. The "Base Rate" is defined as thehighest of (a) the Federal Funds Rate, as published by the

Federal Reserve Bank of New York _ 1/2 of 1%, (b) the primecommercial lending rate of the Administrative Agent, asestablished from time to time at its principal U.S. office (whichsuch rate is an index or base rate and will not necessarily be its

lowest or best rate charged to its customers or other banks) and(c) the one-m6nth LIBOR (as defined below) _ 1%. Interest

shall be payable quarterly in arrears and (i) with respect to BaseRate Loans based on the Federal Funds Rate and LIBOR, shall be

calculated on the basis of the actual number of days elapsed in ayear of 360 days and (li) with respect to Base Rate Loans based onthe prime commercial lending rate of the Administrative Agent,shall be calculated on the basis of the actual number of days

elapsed in a year of 365/366 days. For purposes of determiningthe Base Rate for any day, changes in the Federal Funds Rate,

prime rate and dally LIBOR shall be effective on the date of eachsuch change. Any loan bearing interest at the Base Rate isreferred to herein as a "Base Rate Loan".

Base Rate Loans will be made on same day notice and will be inminimum amounts of $5,000,000 and $1,000,000 in incrementsin excess thereof.

B. LIBOR Option

Interest will be determined for periods ("Interest Periods") of one,t_vo, three or six months as selected by the Borrower and will be atan annual rate equal to the London Interbank Offered Rate

("LIBOR') for the corresponding deposits of U.S. dollars plus theapplicable Interest Margin (as described below). LIBOR will bedetermined by the Administrative Agent at the start of eachInterest Period and, other than in the case of LIBOR used in

determining the Base Rate, will be fixed through such period.Interest will be paid at the end of each Interest Period or, in thecase of Interest Periods ionger than three months, quarterly, andwill be calculated on the basis of the actual number of days

elapsed in a year of 360 days. LIBOR will be adjusted for changesin maximum statutory reserve requirements (ff any). Any loan

bearing interest at LIBOR (other than a Base Rate Loan for whichinterest is determined by reference to LIBOR) is referred to hereinas a "LIBOR Rate Loan".


S-1


SCHEDULE I

INTEREST AND FEES

Interest: At the Borrower's option, loans {other than Sivingline Loans) xvlllbear interest based on the Base Rate or LIBOR, as describedbelow:

A. ~BRt Btt

Interest will be at the Base Rate Irlus the applicable InterestMargin (as described below). The "Base Rate" is defined as thehighest of (a) the Federal Funds Rate, as published by theFederal Reserve Bank of New York plus I/2 of 1%, (b) the primecommercial lending rate of the Administrative Agent, asestablished from time to time at its principal U.S. office (whichsuch rate is an index or base rate and ivill not necessarily be itslowest or best rate charged to its customers or other banks) and(c) the one-month LIBOR (as defined below) Iilus 1%. Interestshall be payable quarterly in arrears and (i) with respect to BaseRate Loans based on the Federal Funds Rate and LIBOR, shall becalculated on the basis of the actual number of days elapsed in ayear of 360 days and (ii) with respect to Base Rate Loans based onthe prime commercial lending rate of the Administrative Agent,shall be calculated on the basis of the actual number of dayselapsed in a year of 365j366 days. For purposes of determiningthe Base Rate for any day, changes in the Federal Funds Rate,prime rate and daily LIBOR shall be effective on the date of eachsuch change. Any loan bearing interest at the Base Rate isreferred to herein as a "Base Rate Loan".

Base Rate Loans vvill be made on same day notice and xvill be inminimum amounts of 85,000,000 and $ 1,000,000 in incrementsin excess thereof.

B. ~LtBQRB

t'nterest

ivill be determined for periods ("Interest Periods" ) of one,hvo, three or six months as selected by the Borrower and will be atan annual rate equal to the London Interbank Offered Rate("LIBOR"j for the corresponding deposits of U.S. dollars plus theapplicable Interest Margin (as described below). LIBOR will bedetermined by the Administrative Agent at the start of eachInterest Period and, other than in the case of LIBOR used indetermining the Base Rate, will be fixed through such period.Interest vTII be paid at the end of each Interest Period or, in thecase of Interest Periods longer than three months, quarterly, andwill be calculated on the basis of the actual number of dayselapsed in a year of 360 days. LIBOR will be adjusted for changesin maximum statutory reserve requirements (if any). Any loanbearing interest at LIBOR (other than a Base Rate Loan for whichinterest is determined by reference to LIBOR) is referred to hereinas a RLIBOR Rate Loan".

LEGAL02/3349449tv8SCE&G — Three-Year

$-1

ExhibitAPage9 of 20

Default Interest:

Interest Margins:

Facility Fee:

Letter of Credit Fees:

Other Fees:

LIBOR Rate Loans will be made on three business days' priornotice and will be in minimum amounts of $5,000,000 and$1,000,000 increments in excess thereof.

Swing Line Loans shall bear interest at a per annum rate equalto the LIBOR Market Index Rate {as defined below) pius the

Interest Margin. "LIBOR Market Index Rate", for any day, is therate for 1 month U.S. dollar deposits as reported on Teleratepage 3750 as of 11:00 a.m., London time, for such day, provided,if such day is not a London business day, the immediately

preceding London business day (or if not so reported, then asdetermined by the Swing Line Bank from another recognizedsource or interbank quotation).

(a) Automatically upon the occurrence and during the continuanceof any payment event of default or upon a bankruptcy event ofdefault or (b) at the election of the Required Lenders, upon theoccurrence and during the continuance of any other event of

default, all outstanding principal, fees and other obligations underthe Facility shall bear interest at a rate per annum of two percent

(2%) in excess of the rate then applicable to such loan (includingthe applicable Interest Margin) and shall be payable on demand ofthe Administrative Agent.

The Interest Margin with respect to the Facility will be

determined in accordance with the Pricing Grid set forth below.

A facility fee (the "F_'} will accrue on the full amount ofthe Facility, regardless of usage. The Facility. Fee will bedetermined in accordance with the Pricing Grid set forth below.

All accrued Facility Fees will be payable quarterly in arrears(calculated on a 360-day basis) for the account of the Lendersunder the Facility and will accrue from the Closing Date.

A letter of credit fee shall be payable quarterly in arrears at arate equal to the Interest Margin on the average outstandingamount of Letters of Credit, to be shared proportionately by

Lenders in accordance with their participation in the respectiveLetters of Credit.

The Lead Arrangers and the Administrative Agent will receivesuch other fees as will have been agreed in a fee letter dated as ofAugust 6, 2012 between them and the Borrower ("Fee Letter").


S-2


LIBOR Rate Loans will be made on three business days'riornotice and wiii be in minimum amounts of 85,000,000 and81,000,000 increments in excess thereof.

Swing Line Loans shall bear interest at a per annum rate equalto the LIBOR Market Index Rate (as defined below) plus theInterest Margin. "LIBOR Market Index Rate", for any day, is therate for I month U.S. dollar deposits as reported on Teleratepage 3750 as of 11:00 a.m., London time, for such day, provided,if such day is not a London business day, the immediatelypreceding London business day {or if not so reported, then asdetermined by the Svving Line Bank from another recognizedsource or interbank quotation).

Default Interest: (a) Automaticaily upon the occurrence and during the continuanceof any payment event of default or upon a bankruptcy event ofdefault or (b) at the election of the Required Landers, upon theoccurrence and during the continuance of any other event ofdefault, all outstanding principal, fees and other obligations underthe FaciTity shall bear interest at a rate per annum of two percent(2%) in excess of the rate then applicable to such loan (includingthe applicable Interest Margin) and shall be payable on demand ofthe Administrative Agent.

Interest: Margins: The Interest Margin with respect to the Facility will bedetermined in accordance with the Pricing Grid set forth below.

Facility Fee: Ar Ertrr (re '~ree V 't e|r th f L r rthe Facility, regardless of usage. The Facility Fee will bedetermined in accordance with the Pricing Grid set forth below.All accrued Facility Fees irdll be payable quarterly in arrears(calculated on a 360-day basis) for the account of the Lendersunder the Facility and vvill accrue from the Closing Date.

Letter of Credit Fees: A letter of credit fee shall be payable quarterly in arrears at arate equal to the Interest Margin on the average outstandingamount of Letters of Credit, to be shared proportionately byLanders in accordance with their participation in the respectiveLetters of Credit.

Other Fees: The Lead Arrangers and the Administrative Agent will receivesuch other fees as will have been agreed in a fee letter dated as ofAugust 6, 2012 between them and the Borroiver ("Fee Letter" ).

LEGAL02/33494491v8SCESG — Three-Year

ExhibitAPage 10of 20

Pricing Grid

Senior Unsecured

Debt RatingLevel 1

at least A+/A1Level 2

less than A+/A1;at least A/A2Level 3

less than A/A2;

at least A-/A3

Interest Margin

0.80%

0.90%

1.00%

Facility Fee

0.075%

0.10%

0.125%

Level 4 1.075% 0.175%

less than A-/A3;

at least BBB+/BaalLevel 5 1.275% 0.225%less than

BBB+/Baal;at least BBB/Baa2Levei 6 1.475% 0.275%

less than BBB/Baa2;at least BBB-/Baa3Level 7 1.65% 0.35%

Less than BBB-/Baa3

For purposes of this Pricing Grid, the term "Debt Rating" shall mean the ratings (a) withrespect to Standard & Poor's Rating Service ("S&P"), assigned to the senior, unsecured non-

credit enhanced, long-term debt of the Borrower by S&P {or if no such debt rating is providedby S&P, the issuer credit rating assigned to the Borrower by S&P) and (b) with respect toMoody's Investor Service ("M_"), assigned to the senior unsecured non-credit enhanced,long-term debt of the Borrower by Moody's (or if no such debt rating is provided by Moody's,

the issuer rating assigned to the Borrower by Moody's). Such Debt Rating shall be based onthe availability of such rating as follows;

(i) if either Moody's or S&P shall not have in effect a Debt Rating (other than by reason of thecircumstances referred to in {iv) below), then such rating agency shall be deemed to haveestablished a rating less than BBB-, in the case of S&P, and less than Baa3, in the case of

Moody's;(ii) if the Debt Ratings established or deemed to have been established by Moody's and S&Pshall fall within different "Levels" and the ratings differential is one level, the higher rating willapply;

(iii) if the Debt Ratings established or deemed to have been established by Moody's and S&Pshall fall within different "Levels" and the ratings differential is two levels or more, the level one

below the higher of the two ratings wiU apply; and(iv) if the rating system of Moody's or S&P shall change, or ff Moody's or S&P shall cease to bein the business of rating corporate debt obligations or corporate issuers, as applicable, theBorrower and the Administrative Agent and the Lenders shall negotiate in good faith to amend

this definition to reflect such changed rating system or the unavailability of ratings fromMoody's or S&P, and, pending the effectiveness of any such amendment, the Debt Rating shallbe determined by reference to the Debt Rating most recently in effect prior to such change orcessation.

S-3LEGAL02/33494491v8SCE&G- Three-Year


Pricing Grid

Senior UnsecuredDebt Ratin

Level 1

at least A+ AlLevel 2less than A+/Al;at least A A2Level 3less than A/A2;atleastA- A3Level 4less than A-/A3;at least BBB+ BaalLevel 5less thanBBB+/Baal;at least BBB Baa2Level 6less than BBB/Baa2;at least BBB-/Baa3Level 7Less than BBB-/Baa3

Interest Margin

0.80'/o

0 90%

1.00'/o

1.075o/o

1.275'/o

1.475o/o

1.65'/o

Facility Fee

0. 075%

0. 10%

0. 125%

0.175%

0.225%

0. 275%

0.35%

e p p etage r 'i go'd, ra t "~aerate "aol ra t'g [t earespect to Standard tie Poor's Rating Service ("SttaP'), assigned to the senior, unsecured non-credit enhanced, long-term debt of the Borrower by S&P (or if no such debt rating is providedby S&P, the issuer credit rating assigned to the Borrower by S&P) and (b) avith respect toMoody's Investor Service (a~Mood 's"), assigned to the senior unsecured non-credit enhanced,long-term debt of the Borrower by Moody's (or if no such debt rating is provided by Moody's,the issuer rating assigned to the Borrower by Moody's). Such Debt Rating shall be based onthe availability of such rating as follows:

(i) if either Moody's or SgaP shall not have in effect a Debt Rating (other than by reason of thecircumstances referred to in (iv) below), then such rating agency shall be deemed to haveestablished a rating less than BBB-, in the case of Strap, and less than Baa3, in the case ofMoody's;(ii) if the Debt Ratings established or deemed to have been established by Moody's and SLPshall fall ivithin different "Levels" and the ratings differential is one level, the higher rating ivillappiyi(iiij if the Debt Ratings established or deemed to have been established by Moody's and Stiapshall fall within different "Levels" and the ratings differential is two levels or more, the level onebelow the higher of the two ratings will apply; and(iv) if the rating system of Moody's or S&P shall change, or if Moody's or S&P shall cease to bein the business of rating corporate debt obligations or corporate issuers, as applicable, theBorrower and the Administrative Agent and the Landers shall negotiate in good faith to amendthis definition to reflect such changed rating system or the unavailability of ratings fromMoody's or S&P, and, pending the effectiveness of any such amendment, the Debt Rating shallbe determined by reference to the Debt Rating most recently in effect prior to such change orcessation.

LEGAL02/3349449tv8SCE&G — Three-Year

8-3

ExhibitAPage tt of 20

SUMMARY OF TERMS AND CONDITIONS TO $700,000,000 FIVE-YEAR CREDIT AGREEMENT

This Summary of Terms and Conditions does not represent a commitment to lend on the part ofWells Fargo Bank, National Association, MerffU Lynch, Pierce, Fenner & Smith Incorporated orMorgan Stanley Senior Funding, Inc. or any other commitment on the part thereof or of any of its

affiliates. Any such commitment shall be documented in the final loan documentation. The termsand conditions outlined herein are not intended to be all inclusive, but rather set forth aframework from which a mutually satisfactory transaction may be structured.

Borrower:

Lead Arrangers:

Joint Book Runners:




Lenders:

Issuing Bank:

Facility:

Existing Facility:

South Carolina Electric & Gas Company, a South Carolinacorporation (the "Borrower"}.

Wells Fargo Securities, LLC ('%VFS"), Merrill Lynch, Pierce, Fenner& Smith Incorporated ("ML") and Morgan Stanley Senior Funding,Inc. (("MS") and, together with WFS and ML, the "Arrangers"} willarrange and structure the Facility.

WFS, ML and MS.

Wells Fargo Bank, National Association (the "Administrative

Agent" or "Wells Fargo").


To be determined.

A syndicate of lenders mutually acceptable to the Borrower and

the Arrangers (the "Lenders") arranged by the Arrangers.

Wells Fargo.

An unsecured five-year revolving credit facility amending andrestating the Existing Facility below in an aggregate principalamount of up to $700,000,000 (the "Facility').

The aggregate amount of the Facility may be increased to up to$800,000,000 before or after the Closing Date with the consent ofthe Borrower and the Administrative Agent on terms set forth in

the final documentation (if such increase is after the ClosingDate); provided, (i) any such increase shall be in a minimumamount equal to $25,000,000 and $5,000,000 integral multiplesin excess thereof, and (ii) any such increase shall not increase

any Lender's commitment without its prior consent.

Five-Year Credit Agreement dated as of October 25, 2010, amongthe Borrower, Wells Fargo, as Administrative Agent, Issuing Bank

and Swingline Lender, Bank of America, N.A. and Morgan StanleySenior Funding, Inc., as Co-Syndication Agents, Branch Bankingand Trust Company, as Documentation Agents, Wells FargoSecurities, LLC, Banc of America Securities LLC and Morgan

Stanley Senior Funding, Inc., as Co-Lead Arrangers and Co-BookRunners and certain other lenders party thereto (the "ExistingCredit Agreement").

LEGAL02/33494472v7SCE&G- Five-Year


SUMMARY OF TERMS AND CONDITIONS TO 700 000 000 FIVE-YEAR CREDIT AGREEMENT

This Summary of Terms and Conditions does not represent a commitment to lend on the part ofWells Fargo Bank, National Association, Merrill Lynch, Pierce, Fenner tb Smith Incorporated orMorgan Stanley Senior Funding, Inc, or any other commitment on the part thereof or of any of itsaffiliates. Any such commitment shall be documented in the final loan documentation. The termsand conditions outlined herein are not intended to be all inclusive, but rather set forth aframework from which a mutually satisfactory transaction may be structured.

Borrower: South Carolina Electric tig Gas Company, a South Carolinacorporation (the "Borrower").

Lead Arrangers: Wells Fargo Securities, LLC ("WFSM), Merrill Lynch, Pierce, Fennert)4 Smith Incorporated (MML") and Morgan Stanley Senior Funding,l . (("Mg") d, t g th 'th Wl"g d ML, th "A~') dgarrange and structure the Facility.

Joint Book Runners:


WFS, ML and iMS,

Wells Fargo Bank, National Association (the "AdministrativeA~th "~W ll* g



Lenders: A syndicate of lenders mutually acceptable to the Borrower andthe Arrangers (the MLendersd) arranged by the Arrangers.

Issuing Bank:

Facility:

Wells Fargo.

An unsecured five-year revolving credit facility amending andrestating the Existing Facility below in an aggregate principalamount of up to $700,000,000 (the "~Facilit ").

The aggregate amount of the Facility may be increased to up to8800,000,000 before or after the Closing Date with the consent ofthe Borrower and the Administrative Agent on terms set forth inthe final documentation {if such increase is after the ClosingDate); provided, (i) any such increase shall be in a minimumamount equal to $25,000,000 and 55,000,000 integral multiplesin excess thereof, and (ii) any such increase shall not increaseany Lender's commitment without its prior consent.

Existing Facility: Five-Year Credit Agreement dated as of October 25, 2010, amongthe Borrower, Wells Fargo, as Administrative Agent, Issuing Bankand Swingline Lender, Bank of America, N.A. and Morgan StanleySenior Funding, Inc., as Co-Syndication Agents, Branch Bankingand Trust Company, as Documentation Agents, Wells FargoSecurities, LLC, Banc of America Securities LLC and MorganStanley Senior Funding, Inc., as Co-Lead Arrangers and Co-BookRunners and certain other lenders party thereto (the "~Existinecchtde t').

LEGAL02/33494472v7SCESG — Five-Year


Purpose:

MaturltyDate:

Extension of

Maturity Date:

Closing:



Swing Line Loans:

LEGALO2/33494472v7SCE&G- Five-Year

The proceeds of the Facility shall be used to refinance existing

indebtedness of the Borrower under the Existing CreditAgreement, to provide interim financing for nuclear construction,

and for general corporate purposes, including commercial paperback-up.

The Facility shall terminate and all amounts outstandingthereunder shall be due and payable five years from Closing;provided, however, the Maturity Date may be extended ff the

Borrower elects to exercise the Extension Option as describedbelow.

The Borrower may, prior to each anniversary of the Closing Date,but on no more than two (2) occasions, request an extension of

the then-existing Maturity Date (each an "Extension Option"} foran additional one-year period, subject to (i) advance noticeprovisions and (ii) the approval of Lenders holding more than 50%of the Commitments then in effect. No Lender shall be under any

obligation to approve an extension request, and all Loans of eachnon-consenting Lender shall be subject to the then-existingMaturity Date, provided that Borrower shall have the right toreplace the Commitment of any non-consenting Lender from

existing Lenders and/or other financial institutions reasonablyacceptable to the Administrative Agent and the Issuing Bank.


Interest rates and fees in connection with the Facility will be asspecified in the Fee Letter and on Schedule/attached hereto.

Borrowings may be requested upon three business days noticeprior to the date of the proposed borrowing for LIBOR Loans andsame business day notice for Base Rate Loans. Notice must begiven to the Administrative Agent by 11:00 a.m., Charlotte, North

Carolina time, on the day on which such notice is required. TheAgent shall give notice to each Lender promptly upon receipt ofany notice of borrowing. Each Lender shall, before 1:00 PM,Charlotte, North Carolina time, on the date of such borrowing,

make available to the Administrative Agent for the account of theBorrower in same day funds, the proceeds of such borrowing.Such borrowing will then be made available to the Borrower bythe Administrative Agent by crediting the account of the Borrower

on the books of the Administrative Agent with the aggregate of theamounts made available to the Administrative Agent by theLenders. The aggregate of all outstanding LIBOR Loans and BaseRate Loans under the Facility will be considered usage for

purposes of determining availability under the Facility.


loans (each, a "S_x6ng Line Loan"). Wells Fargo shall act as theSwing Line Bank (the "Swing Line Bank"). Swing Line Loans shallbe paid no later than 10 business days after such Loans weremade. Swing Line Loans shall be for a minimum amount of

2

I

Exhibit APage12of20

Purpose: The proceeds of the Facility shall be used to refinance existingindebtedness of the Borrower under the Existing CreditAgreement, to provide interim financing for nuclear construction,and for general corporate purposes, including commercial paperback-up.

Maturity Date: The Facility shall terminate and all amounts outstandingthereunder shall be due and payable five years from Closing;provided, however, the Maturity Date may be extended if theBorrower elects to exercise the Extension Option as describedbelow.

Extension ofMaturity Date: The Borrower may, prior to each anniversary of the Closing Date,

but on no more than two (2) occasions, request an extension ofth th — 'tlgxt 'tFDt*t h "~EB I Dtl hrran additional one-year period, subject to (i) advance noticeprovisions and (ii) the approval of Lenders holding more than 50%of the Commitments then in effect. No Lender shall be under anyobligation to approve an extension request, and all Loans of eachnon-consenting Lender shall be subject to the then-existingMaturity Date, provided that Borrower shall have the right toreplace the Commitment of any non-consenting Lender fromexisting Landers and/or other financial institutions reasonablyacceptable to the Administrative Agent and the Issuing Bank.



Loans Under the Facility: Borrowings may be requested upon three business days noticeprior to the date of the proposed borrowing for LIBOR Loans andsame business day notice for Base Rate Loans. Notice must begiven to the Administrative Agent by 11:00 a.m., Charlotte, NorthCarolina time, on the day on which such notice is required. TheAgent shall give notice to each Lender promptly upon receipt ofany notice of borrowing. Each Lender shall, before I:00 PM,Charlotte, North Carolina time, on the date of such borrokving,make available to the Administrative Agent for the account of theBorrower in same day funds, the proceeds of such borrowing.Such borrovdng vdll then be made available to the Borrower bythe Administrative Agent by crediting the account of the Borroweron the books of the Administrative Agent with the aggregate of theamounts made available to the Administrative Agent by theLanders. The aggregate of all outstanding LIBOR Loans and BaseRate Loans under the Facility will be considered usage forpurposes of determining availability under the Facility.

Swing Line Loans: Up to S70,000,000 of the FaciTity will be available for swing lineh, "SSS LhI

' I'j. IV II F g her t thS g Ll B k tth FS~SB' kst. S '

Ll I **hatbe paid no later than 10 business days after such Loans weremade. Swing Line Loans shall be for a minimum amount of

LEGAL02/33494472v7SCEtbG — Five-Year


Letters of Credit:

$1,000,000 and $500,000 increments in excess thereof. Swing

Line Loans may be requested upon same business day notice.

Notice must be given to the Administrative Agent by 3:00 p.m.,Charlotte, North Carolina time on the date of the requested SwingLine Loan. The Swing Line Bank will make the proceeds of suchSwing Line Loan available to the Borrower, in immediately

available funds, at the account specified by the Borrower in thenotice not later than 4:00 p.m., Chariotte, North Carolina time (or12 noon, Charlotte, North Carolina time if notice was deliveredbefore 10:00 a.m., Charlotte, North CaroIina time). At the request

of the Swing Line Bank and notwithstanding the existence of aDefault or Event of Default, each of the other Lenders shalI

purchase from the Svdng Line Bank its pro-rata share of theoutstanding Swing Line Loans.

Swing Line Loans shall bear interest as set forth on Schedule !attached hereto.

Up to $70,000,000 of the Facility will be available for the issuanceof Letters of Credit by the Issuing Bank. Letters of Credit will be

issued by the Issuing Bank at the request of the Borrower andshail expire no later than the fifth (5 th) business day prior to theMaturity Date. Borrower may request, from time to time, Loansto refinance outstandings under any Letter of Credit. Each of the

Lenders shall acquire an irrevocable and unconditional pro-rataparticipation on each such Letter of Credit.



to Closing:

Base Rate Loans may be prepaid at any time without penalty.LIBOR Rate Loans may be prepaid at the end of the applicableInterest Period without penalty. Prepayment of LIBOR Rate Loansprior to the end of the applicable Interest Period is subject to

payment of any funding losses.

The Closing of the Facility will be subject to satisfaction ofconditions precedent deemed appropriate by the AdministrativeAgent including, but not limited to, the following:

0) The negotiation, execution and delivery of definitive loandocumentation for the Facility satisfactory to theArrangers, Administrative Agent and the Lenders.

(ii) There shall not have occurred a material adverse change

since December 31, 2011 in the business, assets,liabilities (actual or contingent), operations, condition

(financial or otherwise) or prospects of the Borrower andany consolidated reporting entities, taken as a whole, or inthe facts and information regarding such entities asrepresented to date and, except as disclosed in theDisclosure Documents, no material litigation shall exist.

(iii) All legal (including tax implications) and regulatorymatters shall be satisfactory to the Administrative Agent.



41,000,000 and 8500,000 increments in excess thereof. SwingLine Loans may be requested upon same business day notice.Notice must be given to the Administrative Agent by 3:00 p.m.,Charlotte, North Carolina time on the date of the requested SwingLine Loan. The Swing Line Bank will make the proceeds of suchSwing Line Loan available to the Borrower, in immediatelyavailable funds, at the account specified by the Borrower in thenotice not later than AR00 p.m., Charlotte, North Carolina time (or12 noon, Charlotte, North Carolina time if notice was deliveredbefore 10:00 a.m., Charlotte, North Carolina time). At the requestof the Swing Line Bank and notwithstanding the existence of aDefault or Event of Default, each of the other Landers shallpurchase from the Swing Line Bank its pro-rata share of theoutstanding Swing Line Loans.


Letters of Credit: Up to 870,000,000 of the Facility will be available for the issuanceof Letters of Credit by the Issuing Bank. Letters of Credit will beissued by the Issuing Bank at the request of the Borrower andshall expire no later than the fifth (Srh) business day prior to theMaturity Date. Borrower may request, from time to time, Loansto refinance outstandings under any Letter of Credit. Each of theLenders shall acquire an irrevocable and unconditional pro-rataparticipation on each such Letter of Credit.

Optional Prepayments: Base Rate Loans may be prepaid at any time ivithout penalty.LIBOR Rate Loans may be prepaid at the end of the applicableInterest Period without penalty. Prepayment of LIBOR Rate Loansprior to the end of the applicable Interest Period is subject topayment of any funding losses.

Conditions Precedentto Closing: The Closing of the Facility will be subject to satisfaction of

conditions precedent deemed appropriate by the AdministrativeAgent including, but not limited to, the folloiving:

(i} The negotiation, execution and delivery of definitive loandocumentation for the Facility satisfactory to theArrangers, Administrative Agent and the Landers.

(ii} There shali not have occurred a material adverse changesince December 31, 2011 in the business, assets,liabilities (actual or contingent), operations, condition(financial or otherwdse) or prospects of the Borrower andany consolidated reporting entities, taken as a whole, or inthe facts and information regarding such entities asrepresented to date and, except as disclosed in theDisclosure Documents, no material litigation shall exist.


LEGAL02i33494472v7SCEAG — Five-Year

ExhibitAPage t4 of 20

Conditions Precedentto All Loans and the

issuance of Letters ofCredit:



(iv)

(v)

(vi)

(vii)

Receipt and satisfactory review by the AdministrativeAgent and the Lenders of such financial information


Payment of all fees and expenses required to be paid on Orbefore Closing.

Receipt of other customary closing documentation,including, without limitation, corporate resolutions,

secretary certificates, third-party approvals and legalopinions of the Borrower's counsel relating to the Facilityacceptable to the Administrative Agent.

Receipt of evidence satisfactory to the AdministrativeAgent that all of the Borrower's obligations under the

Existing Credit Agreement have been terminated.

Usual and customary for facilities of this type, and substantiallysimilar to those contained in the Existing Credit Agreement,

including, but not limited to, the foliowing:

(i) all representations and warranties (other than

representations and warranties with respect to no materialadverse change and no material litigation) are true andcorrect in all material respects as of the date of each Loan;

{ii) no Event of Default under the Facility has occurred and iscontinuing or would result from such Loan; and

(it) satisfaction of conditions to continue the effectiveness of

the authorizations in the Public Service Commission order

and Federal Energy Regulatory Commission order.


including, but not limited to, the following:

(i)(ii)(iii)(iv)

(v)(vi)(vii)(viii)

(_)(x)(xi)

corporate existence and power;corporate and governmental authorization/contravention;binding effect;

correctness of specified financial statements and nomaterial adverse change;material litigation;

compliance with ERISA;payment of taxes;compliance with laws (inaluding OFAC and the PatriotAct);

ownership of common stock of Borrower;status under investment company act;mvnership of property/liens;

Exhibrf APage 14 of 20

(iv) Receipt and satisfactory review by the AdministrativeAgent and the Lenders of such financial informationregarding the Borrower and any consolidated reportingentities as they may reasonably request.

{v) Payment of all fees and expenses required to be paid on orbefore Closing.

{vi} Receipt of other customary closing documentation,including, without limitation, corporate resolutions,secretary certificates, third-party approvals and legalopinions of the Borroiver's counsel relating to the Facilityacceptable to the Administrative Agent.

{vii} Receipt of evidence satisfactory to the AdministrativeAgent that all of the Borrower's obligations under theExisting Credit Agreement have been terminated.

Conditions Precedentto All Loans and theissuance of Letters ofCredit: Usual and customary for facilities of this type, and substantially

similar to those contained in the Existing Credit Agreement,including, but not limited to, the following:

all representations and warranties (other thanrepresentations and warranties with respect to no materialadverse change and no material litigation) are true andcorrect in aH material respects as of the date of each Loan;

no Event of Default under the Facility has occurred and iscontinuing or would result from such Loan; and

satisfaction of conditions to continue the effectiveness ofthe authorizations in the Public Service Commission orderand Federal Energy Regulatory Commission order.



(i)

(ii)(iii)

(iv}

(v)(vi}

(vii}

(viiij

{ix)

(x}

(xi}

corporate existence and power;corporate and governmental authorization/contravention;binding effect;correctness of speciTied financial statements and nomaterial adverse change;material litigation;compliance with ERISA;payment of taxes;compliance with laivs (including OFAC and the PatriotAct);ownership of cominon stock of Borrower;status under investment company act;ownership of property/liens;

LEGAL02/33494472v7SCE&G-Free-Year


Affirmative and

Negative Covenants:

Financial Covenant:


(x/i) absence of defaults;

(x/ii) accuracy of disclosure;(x/v} environmental matters;(xv) solvency;

(xvi) insurance;(xvii} labor matters;(xviii) use of proceeds/compliance with margin regulations; and(xix) amendments of organizational documents.

Usual and customary for facilities of this type, and substantiallysimilar to those contained in the Existing Credit Agreement,including, but not limited to, the following:

• (i) delivery of annual and quarterly financial statements(including officer's certificates relating to the preparation

and reissue thereof);(li) delivery of compliance certificates, notices of default,

material SEC filings, material litigation and materialgovernmental and environmental proceedings;

(iii) inspection of property, books and records;(iv) limitations on restricted payments;(v) limitations on liens;(vi) maintenance of existence / lines of business;

(vii) dissolution;(viii) limitations on mergers, consolidations and sales of assets;(ix) use of proceeds;(x) compliance with laws (including ERISA and environmental

laws, OFAC and Patriot Act) and material contractualobligations;

(xi) payment of taxes;(xii) maintenance of insurance;(x/ii) change in fiscal year;(xiv) maintenance of properties;

(xv) ERISA and environmental matters;(xvi) issuances of additional shares of common stock of

Borrower;(xvii) limitation on new significant subsidiaries;

(xvlii) limitations on agreements of subsidiaries;(xix) maintenance of licenses, permits and registrations;(xx) limitations on transactions with affiliates;(xxi) limitations on loans or advances; and

(xx/i) limitations on investments.

Consolidated Total Indebtedness to Consolidated Total

Capitalization of the Borrower not to exceed 70.0%.

For purposes of calculating Consolidated Total Indebtedness forthe financial covenant only, "Hybrid Securities" (as defined below}shall not be included in the definition of Consolidated Total

Indebtedness to the extent the total value of such HybridSecurities does not exceed 15% of Consolidated Total


securities (a) issued by (1) the Borrower or a subsidiary or (2) any


{xii} absence of defaults;(xiii) accuracy of disclosure;(xiv) environmental matters;(xvj solvency;(xvi} insurance;(xvii) labor matters;(xviii) use of proceeds/compliance with margin regulations; and(xix) amendments of organizational documents.



(iii)

(iv)(v)

(vi){vii)(viii)(ix)(x)

delivery of annual and quarterly financial statements{including officer's certificates relating to the preparationand reissue thereof);

(ii) delivery of compliance certificates, notices of default,material SEC filings, material litigation and materialgovernmental and environmental proceedings;inspection of property, books and records;lunitations on restricted payments;limitations on liens;maintenance of existence / lines of business;dissolution;limitations on mergers, consolidations and sales of assets;use of proceeds;compliance with laivs (including ERISA and environmentallaws, OFAC and Patriot Act) and material contractualobligations;

(xi) payment of taxes;(xii} maintenance of insurance;(xiii} change in fiscal year;{xiv} maintenance of properties;(xv) ERISA and environmental matters;(xvi) issusnces of additional shares of common stock of

Borrower;(xvii} limitation on new significant subsidiaries;(xviii) limitations on agreements of subsidiaries;(xix) maintenance of licenses, permits and registrations;(xx} limitations on transactions with affiliates;(xxi) limitations on loans or advances; and{xxiij limitations on investments.

Financial Covenant: Consolidated Total Indebtedness to Consolidated TotalCapitalization of the Borrower not to exceed 70.0%.

For purposes of calculating Consolidated Total Indebtedness forthe financial covenant only, "Hybrid Securities" (as defined below)shall not be included in the definition of Consolidated TotalIndebtedness to the extent the total value of such HybridSecurities does not exceed 15% of Consolidated TotalCapitalization. "Hybrid Securities" means any trust preferredsecurities or other deferrable interest subordinated debtsecurities (a) issued by {1) the Borrower or a subsidiary or (2) any

LEGAL02/33494472v7SCAG-Five-Year

Exhib[tAPage 16of 20

Events of Default:

Assignments &Participations:


Required Lenders:

Waiver of Jury Trial,

business trust, limited liability company, limited partnership (orsimilar entity) (i) all of the common equity, general partnership or

similar interests of which are owned by the Borrower or a wholly-owned subsidiary, (ii) that has been formed for the sole purposesof issuing Hybrid Securities and (iii) substantially all of the assetsof which consist of (A) subordinated Debt of the Borrower or a

subsidiary and (B) proceeds received in respect of payments onsuch subordinated debt, (b) that hav e a maturity date after June1, 2034, (c) that require no repayment or prepayments ofprincipal and no mandatory redemptions or repurchases of

principal prior to the date which is the 91 st day after June 1,2034 and (d)that permit the issuer of such securities, at itsoption, to defer certain scheduled interest payments.

Usual and customary for facilities of this type, and substantiallysimilar to those contained in the Existing Credit Agreement,including, but not limited to, the following:

(ii)(iii)(iv)

(v)

(vi)(vii)(viii)

(x)

nonpayment of principal, interest, fees or other amounts(with cure periods as applicable);violation of covenants (with cure periods as applicable);inaccuracy of representations and warranties;

cross-default to other material agreements andindebtedness;loss or failure to maintain necessary licenses, permits orauthorizations;

bankruptcy and other insolvency events;material judgments or tax liens;ERISA matters;

impairment of property;actual or asserted invalidity of any loan documentation;and

change of control.

Assignments in minimum amounts of $5,000,000 shall be subject

(so long as no Event of Default or Default has occurred and iscontinuing) to consent of the Borrower, such consents not to beunreasonably withheld or delayed. Participations shall bepermitted in minimum amounts of $5,000,000.

Provisions customary in facilities of this type protecting theLenders in the event of unavailability of funding, illegality, capital

adequacy requirements, increased costs, withholding taxes andfunding losses.

On any date of determination, those Lenders who collectively hold

more than 50% of outstandings, or if no outstandings, thoseLenders who collectively hold more than 50% of the aggregatecommitments of the Lenders.



business trust, limited liability company, limited partnership (orsimilar entity) (i) ali of the common equity, general partnership orsimilar interests of which are owned by the Borrower or a wholly-owned subsidiary, (ii) that has been formed for the sole purposesof issuing Hybrid Securities and (iii) substantially all of the assetsof which consist of (A) subordinated Debt of the Borrower or asubsidiary and (B) proceeds received in respect of payments onsuch subordinated debt, (b) that have a matuiity date after June1, 2034, (c) that require no repayment or prepayments ofprincipal and no mandatory redemptions or repurchases afprincipal prior to the date which is the 91" day after June 1,2034 and (d) that permit the issuer of such securities, at itsoption, ta defer certain scheduled interest payments.

Events of Default: Usual and customary for facilities of this type, and substantiallysimilar to those contained in the Existing Credit Agreement,including, but not limited to, the following:

(ii)(iii)(iv)

(v)

(vi)(vii)(viii)(ix)(x)

(xi)

nonpayment of principal, interest, fees ar other amounts(with cure periods as applicable);violation of covenants (with cure periods as applicable);inaccuracy of representations and warranties;cross-default to other material agreements andindebtedness;loss or failure to maintain necessary licenses, permits arauthorizations;bankruptcy and other insolvency events;material judgments or tax liens;ERISA matters;impairment of property;actual or asserted invalidity of any loan documentation;andchange of control.

Assignments &Participations: Assignments in minimum amounts of 85,000,000 shall be subject

(so long as no Event of Default or Default has occurred and iscontinuing) ta consent of the Borrower, such consents not to beunreasonably 3vithheld or delayed. Participations shall bepermitted in minimum amounts of 85,000,000.


Landers in the event of unavailability of funding, illegality, capitaladequacy requirements, increased costs, withholding taxes andfunding losses,

Required Lenders: On any date of determination, those Landers who collectively holdmore than 50%e of outstandings, or if no outstandings, theseLanders who collectively hold more than 50% of the aggregatecotnmitments of the Landers.


LEGAL02/33494472v7SCEaG — Five-Year

ExhibitAPage 17el20

Governing Law:

Indemnification:

Expenses:

Patriot Act:



Waiver of jury trial, submission to jurisdiction in South Carolina.

South Carolina law (without reference to choice of law provisions)to govern.

The Borrower shall indemnify the Administrative Agent, the

Arrangers, each of the Lenders and their respective affiliates,

partners, directors, officers, agents and advisors and hold themharmless from and against all liabilities, damages, claims, costs,

expenses {including reasonable fees, disbursements, settlementcosts and other charges of counsel) relating to the Facility or anytransactions related thereto and the Borrower's use of the loan

proceeds or the commitments; 9rovided that such indemnity willnot, as to any indemnitee, be available to the extent that suchlosses, claims, damages, liabilities or related expenses aredetermined by a court of competent jurisdiction by final and

nonappealable judgment to have resulted from the grossnegligence or willful misconduct of such indemnitee. Thisindemnification shall survive and continue for the benefit of a11

such persons or entities.

The Borrower shall pay all reasonable costs and expensesassociated with the preparation, due diligence, administration,

syndication and enforcement of all documentation executed inconnection with the Facility, including, without limitation, thereasonable legal fees of counsel to the Administrative Agent andArrangers, regardless of whether or not the Facility is closed. The

Borrower shall aiso pay the expenses of each Lender (including,without limitation, the reasonable leged fees and expenses ofcounsel to the Administrative Agent and Arrangers) in connectionwith the enforcement of any loan documentation of the Facility.

To help fight the funding of terrorism and money launderingactivities, Federal Law requires U. S. financial institutions to

obtain, verify and record information that identifies each personor entity that opens an account and/or enters into a businessrelationship with such financial institution.

A1ston & Bird LLP



Governing Law: Waiver of jury trial, submission to jurisdiction in South Carolina.South Carolina law (ivithout reference to choice of law provisions)to govern.

Indemniflcation: The Borrower shall inderanify the Administrative Agent, theArrangers, each af the Landers and their respective affiliates,partners, directors, officers, agents and advisors and hold themharmless from and against all liabilities, damages, claims, costs,expenses (including reasonable fees, disbursements, settlementcosts and other charges af counsel) relating to the Facility or anytransactions related thereto and the Borrower's use of the loanpraceeds or the commitments; ~rovided that such indemnity willnot, as ta any indemnitee, be available to the extent that suchlosses, claims, damages, liabilities or related expenses aredetermined by a court of competent jurisdiction by final andnonappealable judgment to have resulted from the grossnegligence or ivillful misconduct of such indemnitee. Thisindemnification shall survive and continue for the benefit of allsuch persons or entities.

Expenses: The Borrower shall pay all reasonable costs and expensesassociated with the preparation, due diligence, administration,syndication and enforceinent of all documentation executed inconnection with the Faci(ity, including, without limitation, thereasonable legal fees of counsel to the Administrative Agent andArrangers, regardless of tvhether or not the Facility is closed. TheBorrower shall also pay the expenses of each Lender (including,without limitation, the reasonable legal fees and expenses ofcounsel ta the Administrative Agent and Arrangers) in connectionwith the enforcement of any loan documentation of the Facility.

Patriot Act: Ta help fight the funding of terrorism and money launderingactivities, Federal Law requires U, S. financial institutions toobtain, verify and record information that identifies each personor entity that opens an account and/or enters into a businessrelationship with such financial institution.

Counsel to Wells FargoSecurities84 Administrative Agent: Alston Fa Bird LLP

LEGAL02/33494472v7SCEkG — Five-Year

ExhibitAPage t8 of 20

Interest:

SCHEDULE I

INTEREST AND FEES

• J

At the Borrower's option, loans (other than Swingline Loans) will

bear interest based on the Base Rate or LIBOR, as describedbelow:

A, Base Rate Option

Interest will be at the Base Rate _ the applicable InterestMargin (as described below). The "Base Rate" is defined as thehighest of (a) the Federal Funds Rate, as published by the

Federal Reserve Bank of New York olus 1/2 of 1%, fo) the primecommercial lending rate of the Administrative Agent, asestablished from time to time at its principal U.S. office (whichsuch rate is an index or base rate and will not necessarily be its

lowest or best rate charged to its customers or other banks) and(c) the one-month LIBOR (as defined below) _ 1%. Interestshall be payable quarterly in arrears and (i) with respect to BaseRate Loans based on the Federal Funds Rate and LIBOR, shall be

calculated on the basis of the actual number of days elapsed in ayear of 360 days and (ti) with respect to Base Rate Loans based onthe prime commercial lending rate of the Administrative Agent,

shall be calculated on the basis of the actual number of dayselapsed in a year of 365/366 days. For purposes of determiningthe Base Rate for any day, changes in the Federal Funds Rate,

prime rate and daily LtBOR shall be effective on the date of eachsuch change. Any loan bearing interest at the Base Rate isreferred to herein as a "Base Rate Loan".


B. LIBOR Option

Interest will be determined for periods ("Interest Periods") of one,two, three or six months as selected by the Borrower and will be atan annual rate equal to the London Interbank Offered Rate

("LIBOR") for the corresponding deposits of U.S. dollars _ theapplicable Interest Margin (as described below). LIBOR will bedetermined by the Administrative Agent at the start of eachInterest Period and, other than in the case of LIBOR used in

determining the Base Rate, will be fixed through such period.Interest will be paid at the end of each Interest Period or, in the

case of Interest Periods longer than three months, quarterly, andx_i1 be calculated on the basis of the actual number of dayselapsed in a year of 360 days. LIBOR will be adjusted for changesin maximum statutory reserve requirements (if any). Any loan

bearing interest at LIBOR (other than a Base Rate Loan for whichinterest is determined by reference to LIBOR) is referred to hereinas a "LIBOR Rate Loan".


S-1


SCHEDULE I

INTEREST AND FEES

Interest: At the Borrower's option, loans (other than Sivingline Loans) willbear interest based on the Base Rate or LIBOR, as describedbelow:

A. B~Rt Q tt

Interest will be at the Base Rate Iilus the applicable InterestMargin (as described below). The "Base Rate" is defined as thehighest of (a) the Federal Funds Rate, as published by theFederal Reserve Bank of New York Itlus I/2 of 1%, (b) the primecommercial lending rate of the Administrative Agent, asestablished from time to time at its principal U.S. office (whichsuch rate is an index or base rate and will not necessarily be itslowest or best rate charged to its customers or other banks) and(c) the one-month LIBOR (as defined bel'ow) plus 1%. Interestshall be payable quarterly in arrears and (i) with respect to BaseRate Loans based on the Federal Funds Rate and LIBOR, shall becalculated on the basis of the actual number of days elapsed in ayear of 360 days and (H) with respect to Base Rate Loans based onthe prime commercial lending rate of the Administrative Agent,shall be calculated on the basis of the actual number of dayselapsed in a year of 365/366 days. For purposes of determiningthe Base Rate for any day, changes in the Federal Funds Rate,prime rate and daily LIBOR shall be effective on the date of eachsuch change. Any loan bearing interest at the Base Rate isreferred to herein as a "Base Rate Loan".

Base Rate Loans will be made on same day notice and will be inminimum amounts of $5,000,000 and 81,000,000 in incrementsin excess thereof.

B. ~LtBQRQ

t'nterest

ivill be determined for periads ("Interest Periods" ) of one,two, three or six months as selected by the Borrower and will be atan annual rate equal to the London Interbank Offered Rate(RLIBORR) for the corresponding deposits af U.S, dollars plus theapplicable Interest Margin {as described below). LIBOR will bedetermined by the Administrative Agent at the start of eachInterest Period snd, other than in the case of LIBOR used indetermimng the Base Rate, wali be fixed through such period.Interest will be paid at the end of each Interest Period or, in thecase of Interest Periods longer than three months, quarterly, andvvlll be calculated on the basis of the actual number of dayselapsed in a year of 360 days. LIBOR ivi(1 be adjusted for changesin maximum statutory reserve requirements (if any). Any loanbearing interest at LIBOR (other than a Base Rate Loan for whichinterest is determined by reference ta LIBOR) is referred ta hereinas a RLIBOR Rate Loan".

LEGAL02/33494472v7SCEAG — Five-Year


Default Interest:

Interest Margins:

Facility Fee:

Letter of Credit Fees:

Other Fees:


Swing Line Loans shall bear interest at a per annum rate equalto the LIBOR Market Index Rate (as defined below) plus theInterest Margin. "LIBOR Market Index Rate", for any day, is the

rate for 1 month U.S. dollar deposits as reported on Teleratepage 3750 as of 11:00 a.m., London time, for such day, provided,if such day is not a London business day, the immediatelypreceding London business day (or if not so reported, then as

determined by the Swing Line Bank from another recognizedsource or interbank quotation).

(a) Automatically upon the occurrence and during the continuanceof any payment event of default or upon a bankruptcy event ofdefault or (b) at the election of the Required Lenders, upon the

occurrence and during the continuance of any other event ofdefault, all outstanding principal, fees and other obligations underthe Facility shall bear interest at a rate per annum of two percent(2%) in excess of the rate then applicable to such loan (including

the applicable Interest Margin) and shall be payable on demand ofthe Administrative Agent.

The Interest Margin with respect to the Facility will be

determined in accordance with the Pricing Grid set forth below.

A facility fee (the "Facility Fee"} will accrue on the full amount ofthe Facility, regardless of usage. The Facility Fee will bedetermined in accordance with the Pricing Grid set forth below.

All accrued Facility Fees will be payable quarterly in arrears{calculated on a 360-day basis) for the account of the Lendersunder the Facility and will accrue from the Closing Date.

A letter of credit fee shall be payable quarterly in arrears at arate equal to the Interest Margin on the average outstanding

amount of Letters of Credit, to be shared proportionately byLenders in accordance with their participation in the respectiveLetters of Credit.

The Lead Arrangers and the Administrative Agent will receivesuch other fees as will have been agreed in a fee letter dated as of

August 6, 2012 between them and the Borrower ("Fee Lc_erV).


S-2


LIBOR Rate Loans xm11 be made on three business days'riornotice and will be in minimum amounts of 45,000,000 and81,000,000 increments in excess thereof.

Swing Line Loans shall bear interest at a per annum rate equalto the LIBOR Market Index Rate (as defined below) plus theInterest Margin. "LIBOR iviarket Index Rate", for any day, is therate for I month U.S. dollar deposits as reported on Teleratepage 3750 as of 11:00 a.m., London time, for such day, provided,if such day is not a London business day, the immediatelypreceding London business day {or if not so reported, then asdetermined by the Svving Line Bank from another recognizedsource or interbank quotation).

Default Interest: (a) Automatically upon the occurrence and during the continuanceof any payment event of default or upon a bankruptcy event ofdefault or (b) at the election of the Required Lenders, upon theoccurrence snd during the continuance of any other event ofdefault, all outstanding principal, fees and other obligations underthe Facility shall hear interest at a rate per annum of two percent(2%) in excess of the rate then applicable to such loan (includingthe applicable Interest Margin) and shall be payable on demand ofthe Administrative Agent.

Interest Margins: The Interest Margin with respect to the Facility will bedetermined in accordance with the Pricing Grid set forth below.

Facility Fee: Ar arrr aa "~vat v "t 'p ta r a t rthe Facility, regardless of usage. The Facility Fee will bedetermined in accordance with the Pricing Grid set forth below.All accrued Faciiity Fees will be payable quarterly in arrears(calculated on a 360-day basis) for the account of the Landersunder the Facility snd vrdll accrue from the Closing Date.

Letter of Credit Fees: A letter of credit fee shall be payable quarterly in arrears at arate equal to the Interest Marfpn on the average outstandingamount of Letters of Credit, to be shared proportionately byLanders in accordance vrdth their participation in the respectiveLetters of Credit.

Other Fees: The Lead Arrangers and the Administrative Agent will receivesuch other fees as will have been agreed in a fee letter dated as ofAugust 6, 2012 bettveen them and the Borrower ("Fee Letter").

LEGAL02/33494472v7SCE&G-Five-Year

ExhibitAPage20 of20

Pricing Grid

Senior Unsecured

Debt Rating

InterestMargin Facility Fee

Level 1 0.80% 0.075%

at least A+/A1Level 2 0.90% 0.10%

less than A+/A1;at least A/A2Level 3 1.00% 0.125%

less than A/A2;

at least A-/A3Level 4 1.075% 0.175%

less than A-/A3;at least BBB+/BaalLevel 5 1.275% 0.225%

less than

BBB+/Baal;at least BBB/Baa2Level 6 1.475% 0.275%

] less than BBB/Baa2;at least BBB-/Baa3

Level 7 1.65% 0.35%

Less than BBB-/Baa3

For purposes of this Pricing Grid, the term "Debt Rating _' shall mean the ratings (a) with

respect to Standard & Poor's Rating Service ("S&P"), assigned to the senior, unsecured non-credit enhanced, long-term debt of the Borrower by S&P (or if no such debt rating is providedby S&P, the issuer credit rating assigned to the Borrower by S&P) and (b) with respect to

Moody's Investor Service ("Moodv's'), assigned to the senior unsecured non-credit enhanced,long-term debt of the Barrower by Moody's (or if no such debt rating is provided by Moody's,the issuer rating assigned to the Borrower by Moody's). Such Debt Rating shall be based onthe availability of such rating as fallows:

(i) if either Moody's or S&P shall not have in effect a Debt Rating (other than by reason of thecircumstances referred to in (iv) below), then such rating agency shall be deemed to haveestablished a rating less than BBB-, in the case of S&P, and less than Baa3, in the case of

Moody's;(ii) if the Debt Ratings established or deemed to have been established by Moody's and S&Pshall fall within different "Levels" and the ratings differential is one level, the higher rating willapply;

(iii) if the Debt Ratings established or deemed to have been established by Moody's and S&Pshall fall within different "Levels" and the ratings differential is two levels or more, the level one

below the higher of the two ratings will apply; and(iv) if the l_ating system of Moody's or S&P shall change, or ff Moody's or S&P shall cease to be

in the business of rating corporate debt obligations or corporate issuers, as applicable, theBorrower and the Administrative Agent and the Lenders shall negotiate in good faith to amendthis definition to reflect such changed rating system or the unavailability of ratings fromMoody's or S&P, and, pending the effectiveness of any such amendment, the Debt Rating shall

be determined by reference to the Debt Rating most recently in effect prior to such change orcessation.

S-3LEGALO2/33494472v7SCE&G- Five-Year


Pricing Grid


Level Iat least A+ AlLevel 2less than A+/Al;atleastA A2Level 3less than A/A2;at least A- A3Level 4less than A-/A3;at least BBB+ BaalLevel 5less thanBBB+/Baal;at least BBB Baa2Level 6less than BBB/Baa2;at least BBB-/Baa3Level 7Less than BBB-/Baa3

Interest Margin

0.80'/o

0.90'/o

I 00'/o

1.075%

1. 275o/

1.475%

1.65%

Facility Fee

0.075%

0. 10%

0. 125%

0. 175%

0.225%

0.275%

0.35%

v P v rtdi vttdold, to t do~btRti 'ot td t'd tt 'tdrespect to Standard & Poor's Rating Service ("584P"), assigned to the senior, unsecured non-credit enhanced, long-term debt of the Borrower by S8rP {or if no such debt rating is providedby S8rP, the issuer credit rating assigned to the Borrower by S&P) and (b) with respect taMoody's Investor Service (dread's"), assigned ta the senior unsecured non-credit enhanced,long-term debt of the Borrower by Moody's (or if no such debt rating is provided by Moody's,the issuer rating assigned to the Borrower by Moody's). Such Debt Rating shall be based onthe availability of such rating as follows:

(i) if either Moody's or S8rP shall not have in effect a Debt Rating (other than by reason of thecircumstances referred to in (iv) below), then such rating agency shall be deemed to haveestablished a rating less than BBB-, in the case af S&P, and less than Baa3, in the case ofMoody's;(ii) if the Debt Ratings established or deemed to have been established by Moody's and S&Pshall fall within different "Levels" and the raflngs differential is one level, the higher rating vviII

appiyi(iii) if the Debt Ratings established or deemed ta have been established by Moody's and S8rPshall fall within different "Levels" and the raflngs diiferential is two levels or more, the level onebelow the higher of the two ratings will apply; and(iv) if the gating system of Moody's or S&P shaU change, or if Moody's or S&P shall cease to bein the business of rating corporate debt obligations or corporate issuers, as applicable, theBorrower and the Administrative Agent snd the Landers shall negotiate in good faith to amendthis definition to reflect such changed rating system or the unavailability of ratings fromMoody's or S84P, and, pending the effectiveness of any such amendment, the Debt Rating shallbe determined by reference to the Debt Rating most recently in effect prior to such change orcessation.

LEGAL02/33494472v7SCEStG- Five-Year

ExhibitBPage 1 ef 10

SUMMARY OF TERMS AND CONDITIONS TO $500,000,000FIVE-YEAR CREDIT AGREEMENT

This Summary of Terms and Conditions does not represent a commitment to lend on the part ofWells Fargo Bank, National Association, Merrill Lynch, Pierce, Fenner & Smith Incorporated or

Morgan Stanley Senior Funding, Inc. or any other commitment on the part thereof or of any of itsaffiliates. Any such commitment shall be documented in the final loan documentation. The termsand conditions outlined herein are not intended to be all inclusive, but rather set forth a

framework from which a mutually satisfactory transaction may be structured.

Borrower:

Guarantor:

Lead Arrangers: ,.

Joint Book Runners:




Lenders:

Facility:

Existing Facility:

South Carolina Fuel Company, Inc., a South Carolina corporation

(the "Borrower").

South Carolina Electric & Gas Company, a South Carolina

corporation (the "Guarantor").

Wells Fargo Securities, LLC ("WFS'), Merrill Lynch, Pierce, Fenner& Smith Incorporated ("ML"} and Morgan Stanley Senior Funding,Inc. (("MS") and, together with WFS and ML, the "_") willarrange and structure the Facility.

WFS, ML and MS.

Wells Fargo Bank, National Association (the "Administrative

A_ent" or '_V_").


To be determined.

A syndicate of lenders mutually acceptable to the Borrower and

the Arrangers (the "_.enders') arranged by the Arrangers.

A five-year revolving credit facility amending and restating theExisting Facility below in an aggregate principal amount of up to$500,000,000 (the "Facility").

The aggregate amount of the Facility may be increased to up to$600,000,000 before or after the Closing Date with the consent ofthe Borrower and the Administrative Agent on terms set forth in

the flmal documentation (ff such increase is after the ClosingDate); provided, (i) any such increase shall be in a minimumamount equal to $25,000,000 and $5,000,000 integral multiples

in excess thereof, and (ii) any such increase shall not increaseany Lender's commitment without its prior consent

Five-Year Credit Agreement dated as of October 25, 2010, among

the Borrower, Wells Fargo, as Administrative Agent, Issuing Bankand Swingline Lender, Bank of America, N.A. and Morgan StanleySenior Funding, Inc., as Co-Syndication Agents, UBS Securities

LLC and Credit Suisse AG, Cayman Islands Branch, asDocumentation Agents, Wells Fargo Securities, LLC, Bane ofAmerica Securities LLC and Morgan Stanley Senior Funding, Inc.,

LEGALO2/33494362v7SCFUEL

Exhibit B

Page 1 of 10

SUMMARY OF TERMS AND CONDITIONS TO 500 000 000FIVE-YEAR CREDIT AGREEMENT

This Summary of Terms and Conditions does not represent a commitment to lend on the part ofWells Fargo Bank, National Association, Merriql Lynch, Pierce, Fenner tk Smith Incorporated orMorgan Stanley Senior Funding, Inc. or any other commitment on the part thereof or of any of itsaffiliates. Any such commitment shaii be documented in thefinat loan documentation. The termsand conditions outlined herein are not intended to be all indusiue, but rather set forth aframework from which a mutually satisfactory transaction may be structured.

Borrower: South Carolina Fuel Corapany, Inc., a South Carolina corporation{the "Borrower").

Guarantor: South Carolina Electric tk Gas Company, a South Carolinacorporation (the "Guarantor").

Lead Arrangers: Wells Fargo Securities, LLC ("WFS"), Merrill Lynch, Pierce, Fennertie Smith Incorporated (dlvIL") and Morgan Stanley Senior Funding,

. II"Mdd) d, t d th 'th thdd d ML, th "A~")arrange and structure the Facility,

Joint Book Runners:


WFS, ML and MS,

Wells Fargo Bank, National Association (the "AdministrativeA~t'W II d



Lenders: A syndicate of lenders mutually acceptable to the Borrower andthe Arrangers (the MLenders") arranged by the Arrangers.

Facility: A five-year revolving credit facility amending and restating theExisting Facility below in an aggregate principal amount of up to8500,000,000 (the "~Pacili "j.

The aggregate amount of the Facility may be increased to up to8600,000,000 before or after the Closing Date with the consent ofthe Borrower and the Administrative Agent on terms set forth inthe final documentation (if such increase is after the ClosingDate); provided, (ij any such increase shall be in a minimumamount equal to 825,000,000 and 85,000,000 integral multiplesin excess thereof, and (ii) any such increase shall not increaseany Lender's commitment ivithout its prior consent

Existing Facility: Five-Year Credit Agreement dated as of October 25, 2010, amongthe Borrower, Wegs Fargo, as Administrative Agent, Issuing Bankand Swingline Lender, Bank of America, N.A. and Morgan StanleySenior Funding, Inc., as Co-Syndication Agents, UBS SecuritiesLLC and Credit Suisse AG, Cayman Islands Branch, asDocumentation Agents, Wells Fargo Securities, LLC, Banc ofAmerica Securities LLC and Morgan Stanley Senior Funding, Inc.,

LEGAL02/3349436297SC FUEL

ExhibitBPage2 of 10

Purpose:

Collateral:

Maturity Date:

Extension of

Maturity Date:

Closing:



as Co-Lead Arrangers and Co-Book Runners and certain other

lenders party thereto (the "Existing Credit Agreement").

The proceeds of the Facility shall be used to refinance existingindebtedness of the Borrower under the Existing Credit

Agreement and finance or refinance the purchase of nuclear fuel,fossil fuel and emission and other environmental allowances and

as commercial paper back-up.

Secured by a perfected first priority security interest in all nuclearfuel, fossil fuel and emission and other environmental allowanceinventories of the Borrower per a series of Security Agreements.

The Facility shall terminate and all amounts outstandingthereunder shall be due and payable five years from Closing;

provided, however, the Maturity Date may be extended if theBorrower elects to exercise the Extension Option (as describedbelow).

The Borrower may, prior to each anniversary of the Closing Date,but on no more than two (2) occasions, request an extension of

the then-existing Maturity Date (each an "Extension Option") foran additional one-year period, subject to (i) advance noticeprovisions and (ii) the approval of Lenders holding more than 50%of the Commitments then in effect. No Lender shall be under any

obligation to approve an extension request, and alt Loans of eachnon-consenting Lender shall be subject to the then-existingMaturity Date, provided that Borrower shall have the right toreplace the Commitment of any non-consenting Lender from

existing Lenders and/or other financial institutions reasonablyacceptable to the Administrative Agent and the Issuing Bank.


Interest rates and fees in connection with the Facility wiU be asspecified in the Fee Letter and on Schedule I attached hereto.

Borrowings may be requested upon three business days noticeprior to the date of the proposed borrowing for LIBOR Loans andsame business day notice for Base Rate Loans. Notice must begiven to the Administrative Agent by 1 i:00 a.m., Charlotte, North

Carolina time, on the day on which such notice is required. TheAgent shall give notice to each Lender promptly upon receipt ofany notice of borrowing. Each Lender shall, before 1:00 PM,Charlotte, North Carolina time, on the date of such borrowing,

make available to the Administrative Agent for the account of theBorrower in same day funds, the proceeds of such borrowing.Such borrowing will then be made available to the Borrower bythe Administrative Agent by crediting the account of the Borrower

on the books of the Administrative Agent with the aggregate of theamounts made available to the Administrative Agent by theLenders. The aggregate of all outstanding LIBOR Loans and BaseRate Loans under the Facility wili be considered usage for

purposes of determining availability under the Facility.

LEGAL02/33494362v7 2SC FUEL

Exhibit 8Page 2 of 10

as Co-Lead Arrangers and Co-Book Runners and certain otherlenderspartythereto(the "Existin CreditA cement").

Purpose: The proceeds of the Facility shall be used to refinance existingindebtedness of the Borrower under the Existing CreditAgreement and finance or refinance the purchase of nuclear fuel,fossil fuel and emission and other environmental allowances andas commercial paper back-up.

Collateral: Secured by a perfected first priority security interest in all nuclearfuel, fossil fuel and emission and other environmental allowanceinventories of the Borrower per a series of Security Agreements.

Maturity Date: The Facility shall terminate and all amounts outstandingthereunder shall be due and payable five years from Closing;provided, however, the Maturity Date may be extended if theBorrower elects to exercise the Extension Option (as describedbelow).

Extension ofMaturity Date: The Borroxver may, prior to each anniversary of the Closing Date,

but on no more than two (2) occasions, request an extension ofth LX — 'a gal itxa t X "E~&i Ou 'tfan additional one-year period, subject to (i) advance noticeprovisions and (ii) the approval of Lenders holding more than 50%of the Commitments then in effect. No Lender shall be under anyobligation to approve an extension request, and all Loans of eachnon-consenting Lender shall be subject to the then-existingMaturity Date, provided that Borrower shall have the right toreplace the Commitment of any non-consenting Lender fromexisting Lenders and/or other financial institutions reasonablyacceptable to the Administrative Agent and the Issuing Bank.



Loans Under the Facility: Borrowings raay be requested upon three business days noticeprior to the date of the proposed borrowing for LIBOR Loans andsame business day notice for Base Rate Loans. Notice must begiven to the Administrative Agent by 11:00 a.m., Charlotte, NorthCarolina tiroe, on the day on which such notice is required. TheAgent shall give notice to each Lender promptly upon receipt ofany notice of borrowing. Each Lender shall, before 1:00 PM,Charlotte, North Carolina time, on the date of such borrowing,make available to the Administrative Agent for the account of theBorrower in same day funds, the proceeds of such borrowing.Such borrovdng will then be made available to the Borrower bythe Administrative Agent by crediting the account of the Borroweron the hooks of the Administrative Agent with the aggregate of theamounts made available to the Administrative Agent by theLenders. The aggregate of all outstanding LIBOR Loans and BaseRate Loans under the Facility will be considered usage forpurposes of determining availability under the Facility.

LEGAL02/33494362v7SG FUEL

ExNbftBPage 3 of t 0

Swing Line Loans:



to Closing:


loans (each, a "Swing Line Loan"}. Wells Fargo shall act as theSwing Line Bank (the "Swing Line Bank"}. Swing Line Loans shallbe paid no later than 10 business days after such Loans were

made. Swing Line Loans shall be for a minimum amount of$1,000,000 and $500,000 increments in excess thereof. Swing

Line Loans may be requested upon same business day notice.Notice must be given to the Administrative Agent by 3:00 p.m.,

Charlotte, North Carolina time on the date of the requested SwingLine Loan. The Swing Line Bank will make the proceeds of suchSwing Line Loan available to the Borrower, in immediatelyavailable funds, at the account specified by the Borrower in the

notice not later than 4:00 p.m., Charlotte, North Carolina time (or12 noon, Charlotte, North Carolina time if notice was delivered

before 10:00 a.m., Charlotte, North Carolina time). At the requestof the Swing Line Bank and notwithstanding the existence of aDefault or Event of Default, each of the other Lenders shall

purchase from the Swing Line Bank its pro-rata share of theoutstanding Swing Line Loans.

Swing Line Loans shall beau" interest as set forth on Schedule Iattached hereto.

Base Rate Loans may be prepaid at any time without penalty.LIBOR Rate Loans may be prepaid at the end of the applicableInterest Period without penalty. Prepayment of LIBOR Rate Loans

prior to the end of the applicable Interest Period is subject topayment of any funding losses.

The Closing of the Facility will be subject to satisfaction ofconditions precedent deemed appropriate by the AdministrativeAgent including, but not limited to, the following:

(i) The negotiation, execution and delivery of definitive loandocumentation for the Facility satisfactory to theArrangers, Administrative Agent and the Lenders.

(ii) There shall not have occurred a material adverse changesince December 31, 2011 in the business, assets,

liabilities {actual or contingent), operations, condition(financial or otherwise) or prospects of the Borrower, theGuarantor and any consolidated reporting entities, takenas a whole, or in the facts and information regarding suchentities as represented to date and, except as disclosed in

the Disclosure Documents, no material litigation shallexist.


Receipt and satisfactory review by the AdministrativeAgent and the Lenders of such financial information

regarding the Borrower, the Guarantor and any

LEGALO2/33494362v7 3SC FUEL

Exhibit B

Page 3 of 10

Swing Line Loans: Up to $50,000,000 of the Facility will be available for swing lineI I I, "~8'' gl. 8 II 8 g 881 t * th8 'L'~fth "~gg L' hgl. 8 'LI I hglbe paid no later than 10 business days after such Loans weremade. Swing Line Loans shall be for a minimum amount ofS1,000,000 and hq500,000 increments in excess thereof. SwingLine Loans may be requested upon same business day notice.Notice must be given to the Administrative Agent by 3:00 p.m.,Charlotte, North Carolina time on the date of the requested SwingLine Loan. The Sivdng Line Bank will make the proceeds of suchSwing Line Loan available to the Borrower, in immediatelyavailable funds, at the account specified by the Borrower in thenotice not later than ek00 p.m., Charlotte, North Carolina time (or12 noon, Charlotte, North Carolina time if notice was deliveredbefore 10:00 a.m., Charlotte, North Carolina time). At the requestof the Swdng Line Bank and nothvithstanding the existence af aDefault or Event of Default, each of the other Landers shallpurchase from the Swing Line Bank its pro-rata share of theoutstanding Swing Line Loans.

Swing Line Loans shall bear interest as set forth on Schedule Iattached hereto,

Optional Prepayments: Base Rate Loans inay be prepaid at any time without penalty.LIBOR Rate Loans may be prepaid at the end of the applicableInterest Periad xgdthout penalty. Prepayment of LIBOR Rate Loansprior to the end of the applicable Interest Period is subject topayment of any funding losses.

Conditions Precedentto Closing: The Closing of the Facility will be subject to satisfaction of


(i) The negotiation, execution and delivery of definitive loandocumentation for the Facility satisfactory to theArrangers, Administrative Agent and the Lenders.

{ii} There shall not have occurred a material adverse changesince Deceinber 31, 2011 in the business, assets,liabilities (actual or contingent), aperatians, condition(financial or otherwise) or prospects af the Borrower, theGuarantor and any consolidated reporting entities, takenas a whale, or in the facts and information regarding suchentities as represented to date snd, except as disclosed inthe Disclosure Documents, no material litigation shallexist.

{iii) All legal (including tax implications) and regulatorymatters shall be satisfactory to the Administrative Agent.

(iv} Receipt and satisfactory review by the AdministrativeAgent and the Lenders of such financial informationregarding the Borrower, the Guarantor and any

LEGAL02/334943628 7SC FUEL

ExhibitBPage 4 of 10


to All Loans:


(v)

(vi)

(vii)

consolidated reporting entities as they may reasonabiyrequest.

Payment of all fees and expenses required to be paid on orbefore Closing.

Receipt of other customary closing documentation,including, without limitation, corporate resolutions,secretary certificates, third-party approvals and legalopinions of the Borrower's counsel relating to the Facility

acceptable to the Administrative Agent.

Receipt of evidence satisfactory to the Administrative

Agent that all of the Borrower's obligations under theExisting Credit Agreement have been terminated.

Usual and customary for facilities of this type, and substantiallysimilar to those contained in the Existing Credit Agreement,including, but not limited to, the foliowing:

(i) all representations and warranties (other thanrepresentations and warranties with respect to no materialadverse change and no material litigation) axe true and

correct in all material respects as of the date of each Loan;and

(ii) no Event of Default under the Facility has occurred and is

continuing or would result from such Loan.

Usual and customary for facilities of this type, and substantially

similar to those contained in the Existing Credit Agreement,including, but not limited to, the fallowing:

(i) corporate existence and power;(ii) corporate and governmental authorization/contravention;(iii) binding effect;

(iv) correctness of specified financial statements and nomaterial adverse change;

(v) material litigation;(vi) compliance with ERISA;

(vii) payment of taxes;(viii) compliance with laws (including OFAC and the Patriot

Act);

(ix) ownership of capital stock of Borrower;(x) status under investment company act;(xi) ownership of property/liens;(xii) absence of defaults;

(xiii) accuracy of disclosure;(xiv) environmental matters;(xv) solvency;(xvi) insurance;(xvii) labor matters;

(xviii) perfection of security interest;


Exhibit 13

Page 4 of 10

consolidated reporting entities as they may reasonablyrequest.

(v) Payment of all fees and expenses required to be paid on orbefore Closing.

(vi} Receipt of other customary closing documentation,including, without limitation, corporate resolutions,secretary certificates, third-party approvals and legalopinions of the Borrower's counsel relating to the Facilityacceptable to the Administrative Agent.

(vii} Receipt of evidence satisfactory to the AdministrativeAgent that all of the Borrower's obligations under theExisting Credit Agreement have been terminated.

Conditions Precedentto All Loans: Usual and customary for facilities of this type, and substantially


all representations and warranties (other thanrepresentations and ivarranties with respect to no materialadverse change and no material litigation) are true andcorrect in all material respects as of the date of each Loan;arid

no Event of Default under the Facility has occurred and iscontinuing or would result from such Loan.



(i)(ii)(iii}

(iv)

(v)

(vi}

(vii)(viii)

(ix}

(x)

(m)(xii}

(xiii)(xiv)(xv)(xvi}(xvii}(xviii)

corporate existence and power;corporate and governmental authorization/contravention;binding effect;correctness of specified financial statements and nomaterial adverse change;material litigation;compliance iidth ERISA;payment of taxes;compliance vdth laws (including OFAC and the PatriotAct);oivnership of capital stock of Borroiver;status under investment company act;oivnership of propertyj1iens;absence of defaults;accuracy of disclosure;environmental matters;solvency;insurance;labor matters;perfection of security interest;

LEGAL02/33494362v7SG FUEL

Exhibff BPage 5 of 10

Affirmative and

Negative Covenants:

(xix) use of proceeds/compliance with margin regulations; and

(xx) amendments to organizational documents,

Usuai and customary for facilities of this type, and substantially

similar to those contained in the Existing Credit Agreement,

including, but not limited to, the following:

(i) delivery of annual and quarterly financial statements

(including officer's certificates relating to the preparation

and reissue thereof);

(ii) delivery of compliance certificates, notices of default,

material SEC filings, material litigation and material

governmental and environmental proceedings;

(iii) inspection of property, books and records;

(iv) limitations on restricted payments;

(v) limitations on liens;

(vi) maintenance of existencelines of business;

(vii) dissolution;

(viii) limitations on mergers, consalidations and sales of assets;

(ix) use of proceeds;

(x) compliance with laws (including ERISA and environmental

laws, OFAC and Patriot Act) and material contractual

obligations;

(xi) payment of taxes;

(xii) maintenance of insurance;

(xiii) change in fiscal year;

{xiv) maintenance of properties;

{xv) ERISA and environmental matters;

(xvi) issuances of additional shares of capital stock of

Borrower;

(xvii) limitation on new significant subsidiaries;

(xviii) limitations on agreements of subsidiaries;

(xix) maintenance of licenses, permits and registrations;

(xx) limitations on loans and advances;

(xxi) limitations on investments;

(xxii) business activities and assets of the borrower; and

(xxiii) limitations on transactions with affiliates.

LEGAL02/33494362V7 5SC FUEL

Exhibit B

Page 5 of ie

(xix){xx)

use of proceeds/compliance with margin regulations; andamendments to organizational documents.



(iii)(iv)

(v)

(vi)(vii)(viii)(ix)(x)

(xi){xii}

(xiii)(xivj(xv)(xvi)

{xvii)(xviii)(xix)(xx)(xxi)(xxii}{xxtli)

delivery of annual and quarterly financial statements(including officer's certificates relating to the preparationand reissue thereof);delivery of compliance certificates, notices of default,material SEC filings, material litigation and materialgovernmental and environmental proceedings;inspection of property, books and records;limitations on restricted payments;limitations on liens;maintenance of existence/lines of business;dissolution;limitations on mergers, consolidations snd sales of assets;use of proceeds;compliance with laws {including ERISA and environmentallaws, OFAC and Patriot Act) and material contractualobligations;payment of taxes;maintenance of insurance;change in fiscal year;maintenance of properties;ERISA and environmental matters;issuances of additional shares of capital stock ofBorrower;liniitation on new significant subsidiaries;limitations on agreements of subsidiaries;maintenance of licenses, permits and registrations;limitations on loans and advances;limitations on investments;business activities and assets of the borrower; andlimitations on transactions with affiliates.

LEGAL02/3349436297SC FUEL


Financial Covenant:

Events of Default:

Assignments &

Participations:

With respect to the Guarantor, Consolidated Total Indebtednessto Consolidated Total Capitalization not to exceed 70.0%. Forpurposes of calculating Consolidated Total Indebtedness for thefinancial covenant only, "Hybrid Securities" (as defined below)shall not be included in the definition of Consolidated Total

Indebtedness to the extent the total value of such HybridSecurities does not exceed 15% of Consolidated Total


securities (a)issued by (i)the Guarantor or a subsidiary or

(2) any business trust, limited liability company, limitedpartnership (or similar entity) (i) all of the common equity, generalpartnership or similar interests of which are owned by theGuarantor or a wholIy-owned subsidiary, (ii) that has been formedfor the sole purposes of issuing Hybrid Securities and

(iii) substantially aI1 of the assets of which consist of(A) subordinated Debt of the Guarantor or a subsidiary and (B)proceeds received in respect of payments on such subordinated

debt, (b) that have a maturity date after June 1, 2034, (c) thatrequire no repayment or prepayments of principal and nomandatory redemptions or repurchases of principal prior to thedate which is the 91 a day after June 1, 2034 and (d) that permitthe issuer of such securities, at its option, to defer certain

scheduled interest payments.

Disclosure of any off-balance sheet debt of the Guarantor inexcess of $1,000,000.


including, but not limited to, the foliowing:

(i)

(ii)(iii)(iv)

(v)

(vi)(vii)(viii)

(x)

(_i)

nonpayment of principal, interest, fees or other amounts

(with cure periods as applicable);violation of covenants (with cure periods as applicable);inaccuracy of representations and warranties;cross-default to other material agreements andindebtedness;

loss or failure to maintain necessary licenses, permits orauthorizations;

bankruptcy and other insolvency events;material judgments or tax liens;ERISA matters;actual or asserted invalidity of any loan documentation;

impairment of security interest;change of control; andmaterial involuntary liens {other than tax liens due butnot in default).

Assignments in minimum amounts of $5,000,000 shall be subject(so long as no Event of Default or Default has occurred and is

continuing) to consent of the Borrower, such consents not to beunreasonably withheld or delayed. Participations shall bepermitted in minimum amounts of $5,000,000.


Exhihil 6Page 6 of 10

Financial Covenant: With respect to the Guarantor, Consolidated Total Indebtednessto Consolidated Total Capitalization not to exceed 70.0%. Forpurposes of calculating Consolidated Total Indebtedness for thefinancial covenant only, "Hybrid Securities" (as defined below)shall not be included in the definition of Consolidated TotalIndebtedness to the extent the total value of such HybridSecurities does not exceed 15% of Consolidated TotalCapitalization. "Hybrid Securities" means any trust preferredsecurities or other deferrable interest subordinated debtsecurities (a) issued by (1) the Guarantor or a subsidiary or(2) any business trust, limited liability company, limitedpartnership {or similar entity) {i) all of the common equity, generalpartnership or similar interests of which are owned by theGuarantor or a wholly-owned subsidiary, (ii) that has been formedfor the sole purposes of issuing Hybrid Securities and{iii) substantia(1y all of the assets of which consist of(A) subordinated Debt of the Guarantor or a subsidiary and {B)proceeds received in respect of payments on such subordinateddebt, (b) that have a maturity date after June 1, 2034, {c) thatrequire no repayment or prepayments of principal and nomandatory redemptions or repurchases of principal prior to thedate which is the 91e.- day after June I, 2034 and (d) that permitthe issuer of such securities, at its option, to defer certainscheduled interest payments.

Disclosure of any off-balance sheet debt of the Guarantor inexcess of 81,000,000.

Events of Default: Usual and customary for facilities of this type, and substantiallysimilar to those contained in the Existing Credit Agreement,including, but not limited to, the following:

(ii){iii}

(iv)

(v)

(vi)(vii)(viii)(ix}

(x)

{xi)

(xii}

nonpayment of principal, interest, fees or other amounts(zdth cure periods as applicable);violation of covenants (with cure periods as applicable);inaccuracy of representations and warranties;cross-default to other material agreements andindebtedness;loss or failure to maintain necessary licenses, permits orauthorizations;bankruptcy and other insolvency events;material judgments or tax liens;ERISA matters;actual or asserted invalidity of any loan documentation;impairment of security interest;change of control; andmaterial invoiuntmy liens (other than tax liens due butnot in default).

Assignments 8a

Participations: Assignments in minimum amounts of 85,000,000 shall be subject(so long as no Event. of Default or Default has occurred and iscontinuing) to consent of the Borrower, such consents not to beunreasonably withheld or delayed. Participations shall bepermitted in minimum amounts of 85,000,000.

LEGAL02I33494362i 7SC FUEL

ExhibitBPage7 of 10


Required Lenders:


Governing Law:

Indemnification:

Expenses:

Patriot Act:



Provisions customary in facilities of this type protecting the

Lenders in the event of unavailability of funding illegality, capitaladequacy requirements, increased costs, withholding taxes and

funding losses.

On any date of determination, those Lenders who collectively holdmore than 50% of outstandings, or if no outstandings, those

Lenders who collectively hold more than 50% of the aggregatecommitments of the Lenders.

Waiver of jury thai, submission to jurisdiction in South Carolina.South Carolina law (without reference to choice of law provisions)to govern.

The Borrower shall indemnify the Administrative Agent, theArrangers, each of the Lenders and their respective affiliates,partners, directors, officers, agents and advisors and hold themharmless from and against all liabilities, damages, claims, costs,

expenses (including reasonable foes, disbursements, settlementcosts and other charges of counsel) relating to the Facility or anytransactions reiated thereto and the Borrower's use of the loan

proceeds or the commitments; provided that such indemnity willnot, as to any indemnitee, be available to the extent that suchlosses, claims, damages, liabilities or related expenses are

determined by a court of competent jurisdiction by final andnonappealable judgment to have resulted from the grossnegligence or willful misconduct of such indemnitee. Thisindemnification shall survive and continue for the benefit of ail

such persons or entities.

The Borrower shall pay all reasonable costs and expensesassociated with the preparation, due diligence, administration,

syndication and enforcement of all documentation executed inconnection with the Facility, including, without limitation, thereasonable legaJ fees of counsel to the Administrative Agent andArrangers, regardless of whether or not the Facility is closed. The

Borrower shall also pay the expenses of each Lender (including,without limitation, the reasonable legal fees and expenses of

counsel to the Administrative Agent and Arrangers) in connectionwith the enforcement of any loan documentation of the Facility.

To help fight the funding of terrorism and money launderingactivities, Federal Law requires U. S. financial institutions to

obtain, verify and record information that identifies each personor entity that opens an account and/or enters into a businessrelationship with such financial institution.

Alston & Bird LLP


Exhibit 8Page 7 of 10


Landers in the event of unavailability of funding, illegality, capitaladequacy requirements, increased costs, withholding taxes andfunding losses.

Required Lenders: On any date of determination, those Lenders who collectively holdmore than 50'Ao of outstandings, or if no outstandings, thoseLanders who collectively hold more than 50% of the aggregatecommitments of the Lenders.

Waiver of Jury Trial,Governing Law: Waiver of jury trial, submission to jurisdiction in South Carolina.

South Carolina laiv {without reference to choice of law provisions)to govern.

IndemniQcation: The Borrower shall indemnify the Administrative Agent, theArrangers, each of the Lenders and their respective affiliates,partners, directors, officers, agents and advisors and hold themharmless from and against all liabilities, damages, claims, costs,expenses {including reasonable fees, disbursements, settlementcosts and other charges of counsel) relating to the Facility or anytransactions related thereto and the Borrower's use of the loanproceeds or the commitments; provided that such indemnity willnot, as to any indemnitee, be available to the extent that suchlosses, claims, damages, liabilities or related expenses aredetermined by a court of competent jurisdiction by final andnonappealable judgment to have resulted from the grossnegligence or wi)iful misconduct of such indemnitee. Thisindemnification shall survive snd continue for the benefit of allsuch persons or entities.

Expenses: The Borrower shall pay all reasonable costs and expensesassociated with the preparation, due diligence, administration,syndication and enforcement of all documentation executed inconnection with the Facility, including, without limitation, thereasonable legal fees of counsel to the Administrative Agent andArrangers, regardless of whether or not the Facility is closed. TheBorrower shall also pay the expenses of each Lender (including,ivithout limitation, the reasonable legal fees and expenses ofcounsel to the Administrative Agent and Arrangers) in connectionwith the enforcement of any loan documentation of the Facility.

Patriot Act: To help fight the funding of terrorism and money launderingactivities, Federal Law requires U. S. financial institutions toobtain, verify and record information that identifies each personor entity that opens an account and/or enters into a businessrelationship iidth such financial institution.

Counsel to Wells FargoSecuritiesEa Administrative Agent: Alston 84 Bird LLP

LEGAL02/33494362v7SC FUEL


Interest:

Schedule I

INTEREST AND FEES

At the Borrower's option, loans (other than Swingline Loans} willbear interest based on the Base Rate or LIBOR, as describedbelow:

A. Base Rate Option

Interest will be at the Base Rate _ the applicable Interest

Margin (as described below). The "Base Rate" is defined as thehighest of (a) the Federal Funds Rate, as published by theFederal Reserve Bank of New York _ 1/2 of 1%, (b) the prime

commercial lending rate of the Administrative Agent, asestablished from time to time at its principal U.S. office (whichsuch rate is an index or base rate and will not necessarily be itslowest or best rate charged to its customers or other banks) and

(e) the one-month LIBOR (as defined below) plus 1%. Interestshall be payable quarterly in arrears and (i) with respect to BaseRate Loans based on the Federal Funds Rate and LIBOR, shall becalculated on the basis of the actual number of days elapsed in a

year of 360 days and (ii) with respect to Base Rate Loans based on

the prime commercial lending rate of the Administrative Agent,shall be calculated on the basis of the actual number of days

elapsed in a year of 365/366 days. For purposes of determiningthe Base Rate for any day, changes in the Federal Funds Rate,

prime rate and dally LIBOR shall be effective on the date of eachsuch change. Any loan bearing interest at the Base Rate isreferred to herein as a "Base Rate Loan".


B. LIBOR Option

Interest will be determined for periods ("Interest Periods") of one,two, three or six months as selected by the Borrower and will be atan annual rate equal to the London Interbank Offered Rate

("LIBOR') for the corresponding deposits of U.S. dollars _ theapplicable Interest Margin (as described below). LIBOR _iI1 bedetermined by the Administrative Agent at the start of eachInterest Period and, other than in the case of LIBOR used in

determining the Base Rate, will be iLxed through such period.Interest will be paid at the end of each Interest Period or, in thecase of Interest Periods longer than three months, quarterly, and

will be calculated on the basis of the actual number of dayselapsed in a year of 360 days. LIBOR will be adjusted for changesin maximum statutory reserve requirements (if any). Any loanbearing interest at LIBOR (other than a Base Rate Loan for which

interest is determined by reference to LIBOR) is referred to hereinas a "LIBOR Rate Loan".


S-1

Exhibit B

Page 8 of 10

Schedule I

INTEREST AltID FEES

Interest: At the Borrower's option, loans {other than Sivingline Loans) willbear interest based on the Base Rate or LIBOR, as describedbelow:

Il. B~et 0 u

Interest will be at the Base Rate Iilus the applicable InterestMargin {as described beloivj. The "Base Rate" is defined as thehighest of {a) the Federal Funds Rate, as published by theFederal Reserve Bank of New York Iilus I/2 of 1%, (b) the primecommercial lending rate of the Administrative Agent, asestablished from time to time at its principal U.S. office (whichsuch rate is an index or base rate and will not necessarily be itslowest or best rate charged to its customers or other banks) and(c) the one-inonth LIBOR (as defined below) plus 1%. Interestshall be payable quarterly in arrears and (i) with respect to BaseRate Loans based on the Federal Funds Rate and LIBOR, shall becalculated on the basis of the actual number of days elapsed in ayear of 36Q days and {ii) with respect to Base Rate Loans based onthe prime cominercial lending rate of the Administrative Agent,shall be calculated on the basis of the actual number of dayselapsed in a year of 365f366 days. For purposes of determiningthe Base Rate for any day, changes in the Federal Funds Rate,prime rate and daily LIBOR shall be effective on the date of eachsuch change, Any loan bearing interest at the Base Rate isreferred to herein as a Base Rate Loan".

Base Rate Loans will be made on same day notice and will be inminimum amounts of S5,000,000 and 81,000,000 in incrementsin excess thereof.

B. ~LIBDR o

t'nterest

will be determined for periods ("Interest Periods") of one,two, three or six months as selected by the Borrower and ivill be atan annual rate equal to the London Interbank Offered Rate("LIBOR") for the corresponding deposits of U.S. dollars plus theapplicable Interest Margin (as described below). LIBOR will bedetermined by the Administrative Agent at the start of eachInterest Period and, other than in the case of LIBOR used indetermining the Base Rate, will be fixed through such period.Interest will be paid at the end of each Interest Period or, in thecase of Interest Periods longer than three months, quarterly, andwill be calculated on the basis of the actual number of dayselapsed in a year of 360 days. LIBOR will be adjusted for changesin maximum statutory reserve requirements (if any). Any loanbearing interest at LIBOR {other than a Base Rate Loan for ivhichinterest is determined by reference to LIBOR) is referred to hereinas a "LIBOR Rate Loan".


S-I

ExhibitBPage9 of 10

Default Interest:

Interest Margins:

Facility Fee:

Other Fees:


Swing Line Loans shall bear interest at a per annum rate equal

to the LIBOR Market Index Rate (as defined below) plus theInterest Margin. "LIBOR Market Index Rate", for any day, is therate for 1 month U.S. dollar deposits as reported on Telerate

page 3750 as of 11:00 a.m., London time, for such day, provided,if such day is not a London business day, the immediatelypreceding London business day (or if not so reported, then asdetermined by the Swing Line Bank from another recognized

source or interbank quotation).

(a) Automaticaliy upon the occurrence and during the continuanceof any payment event of default or upon a bankruptcy event of

default or (b) at the election of the Required Lenders, upon theoccurrence and during the continuance of any other event ofdefault, all outstanding principal, fees and other obligations underthe Facility shall bear interest at a rate per annum of two percent

(2%) in excess of the rate then applicable to such loan (includingthe applicable Interest Margin) and shal/be payable on demand ofthe Administrative Agent.

The Interest Margin with respect to the Facility will bedetermined in accordance with the Pricing Grid set forth below.

A facility fee (the "F_") will accrue on the full.amount ofthe Facility, regardless of usage. The Facility Fee will bedetermined in accordance with the Pricing Grid set forth below.

All accrued Facility Fees will be payable quarterly in arrears(calculated on a 360-day basis) for the account of the Lendersunder the Facility and will accrue from the Closing Date.

The Lead Arrangers and the Administrative Agent will receive

such other fees as will have been agreed in a fee letter dated as ofAugust 6, 2012 between them and the Borrower ("Fee Lct-t¢#').

LEGAL02/33494362v7

SC FUEL

S-2

Exhibit B

Page 9 of 10

LIBOR Rate Loans uiii be made on three business days'riornotice and will be in minimutn amounts of 85,000,000 and81,000,000 increments in excess thereof.

Swing Line Loans shall bear interest at a per annum rate equalto the LIBOR Market Index Rate (as defined below) plus theInterest Margin. "LIBOR Market Index Rate", for any day, is therate for I tnonth U.S. dollar deposits as reported on Teleratepage 3750 as of 11:00 a.m., London time, for such day, provided,if such day is not a London business day, the immediatelypreceding London business day {or if not so reported, then asdetermined by the Swing Line Bank from another recognizedsource or interbank quotation).

Default Interest: (a) Automatically upon the occurrence and during the continuanceof any payment event of default or upon a bankruptcy event ofdefault or (b) at the election of the Required Landers, upon theoccurrence and during the continuance of any other event ofdefault, all outstanding principal, fees and other obligations underthe Facility shall bear interest at a rate per annum of two percent(2%) in excess of the rate then applicable to such loan (includingthe applicable Interest Margin) and shall be payable on demand ofthe Administrative Agent.

Interest Margins: The Interest Margin with respect to the Facility will bedetermined in accordance vith the Pricing Grid set forth below.

Facility Fee: Af A1yl (tx "~xcht F 't aq tx ia 1 1

the Facility, regardless of usage. The Facility Fee will bedetermined in accordance with the Pricing Grid set forth below.All accrued Facility Fees will be payable quarterly in arrears{calculated on a 360-day basis) for the account of the Lendersunder the Facility and will accrue from the Closing Date.

Other Fees: The Lead Arrangers and the Administrative Agent will receivesuch other fees as will have been agreed in a fee letter dated as ofAugust 6, 2012 between them and the Borrower ("Fee Lsttef").

LEGAL02/33494362x7SC FUEL

ExhibitBPage lOof 10

Pricing Grid

Senior Unsecured

Debt Rating

Interest Margin Facility Fee

Level 1 0.80% 0.075%

at least A+/A1Level 2 0.90% 0.10%

less than A+/A1;

at least A/A21.00% 0.125%

1.075%

Level 3

less than A/A2;

at least A-/A3Level 4

less than A-/A3;

at least BBB+/Baal

0.175%

Level 5 1.275% 0.225%less than

BBB+/Baal;

at least BBB/Baa2Level 6 1.475% 0.275%

less than BBB/Baa2;at least BBB-/Baa3Level 7 1.65% 0.35%

Less than BBB-/Baa3

For purposes of this Pricing Grid, the term "Debt Rating" shall mean the ratings (a) withrespect to Standard & Poor's Rating Service ("S&P'), assigned to the senior, unsecured non-credit enhanced, long-term debt of the Guarantor by S&P (or if no such debt rating is providedby saP, the issuer credit rating assigned to the Guarantor by sap) and (b) with respect to

Moody's Investor Service ("Moodv's"), assigned to the senior unsecured non-credit enhanced,long-term debt of the Guarantor by Moody's (or if no such debt rating is provided by Moody's,the issuer rating assigned to the Guarantor by Moody's). Such Debt Rating shall be based onthe availability of such rating as follows:

(i) if either Moody's or S&P shall not have in effect a Debt Rating (other than by reason of thecircumstances referred to in (iv) below), then such rating agency shall be deemed to haveestablished a rating less than BBB-, in the case of saP, and less than Baa3, in the case of

Moody's;(ii) if the Debt Ratings established or deemed to have been established by Moody's and sapshall fall within different "Levels" and the ratings differential is one level, the higher rating wiUapply;

(iii) if the Debt Ratings established or deemed to have been established by Moody's and sapshall fall within different "Levels" and the ratings differential is two levels or more, the level onebelow the higher of the two ratings will apply; and

(iv) if the rating system of Moody's or saP shall change, or if Moody's or S&P shall cease to bein the business of rating corporate debt obligations or corporate issuers, as applicable, theBorrower and the Administrative Agent and the Lenders shall negotiate in good faith to amendthis definition to reflect such changed rating system or the unavailability of ratings from

Moody's or saP, and, pending the effectiveness of any such amendment, the Debt Rating shallbe determined by reference to the Debt Rating most recently in effect prior to such change orcessation.

S-3LEGALO2/33494362v7SC FUEL

Exhibit B

Page 10 of 10

Pricing Grid


Level 1

at least A+ AlLevel 2less than A+/Al;at leastA A2Level 3less than A/A2;at least A- A3Level 4less than A-/A3;at least BBB+ BaalLevel 5less thanBBB+/Baal;at least BBB Baa2Level 6less than BBB/Baa2;at least BBB-/Baa3Level 7Less than BBB-/Baa3

Interest Margin

0.80%

0.90'/o

1.00'/o

1.075%

1.275o/o

1.475'/o

1.65'/o

Facility Fee

0.075%

0. 10%

0. 125%

0.175%

0.225%

0.275%

0. 35%

F O d tttt tdiigdtd,td t "~Ottots tOt th t'd () 'tdrespect to Standard & Poor's Rating Service ("S&P"), assigned to the senior, unsecured non-credit enhanced, long-term debt of the Guarantor by S&P (or if no such debt rating is providedby S8fP, the issuer credit rating assigned to the Guarantor by S84P) and (b) with respect toMoody's Investor Service (dread's"), assigned to the senior unsecured non-credit enhanced,long-term debt of the Guarantor by Moody's (or if no such debt rating is provided by Moody's,the issuer rating assigned to the Guarantor by Moody's). Such Debt Rating shall be based onthe availability of such rating as follows:

(i) if either Moody's or S84P shall not have in effect a Debt Rating (other than by reason of thecircumstances referred to in (iv) below), then such rating agency shall be deemed to haveestablished a rating less than BBB-, in the case of S8fP, and less than Baa3, in the case ofMoody's;(ii) if the Debt Ratings established or deemed to have been established by Maody's and S&Pshall fall within different "Levels" and the raflngs differential is one level, the higher rating willapply;(iii) if the Debt Ratings established or deemed to have been established by Moody's and S8fPshall fall ivithin different "Levels" and the ratings differential is two levels or more, the level onebelow the higher of the two ratings ivill apply; and(iv) if the rating system of Moody's or S8rP shall change, or if Moody's or S&P shall cease to bein the business of rating corporate debt obligations or corporate issuers, as applicable, theBorrawer snd the Administrative Agent and the Landers shall negotiate in good faith ta amendthis definition to reflect such changed rating system or the unavailability of ratings fromMoody's or S&P, and, pending the effectiveness of any such amendment, the Debt Rating shallbe determined by reference to the Debt Rating most recently in effect prior to such change arcessation.


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