Kinder Morgan, Inc. Amended and Restated 364-Day Credit Agreement




Exhibit 4.5



  
     

    EXECUTION COPY

  




	

    

    $445,000,000

    

    AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT

    

    

    dated as of

    

    October 14, 2003

    

    among

    

    KINDER MORGAN, INC.

    

    

    The Lenders Party Hereto

    

    

    

    CITIBANK, N.A.,

    as Administrative Agent

    

    WACHOVIA BANK, NATIONAL ASSOCIATION and JPMORGAN CHASE BANK,

    as Co-Syndication Agents

    

    and

    

    THE BANK OF NOVA SCOTIA,

    as Documentation Agent

    

    _________________________

    WACHOVIA CAPITAL MARKETS, LLC and CITIGROUP GLOBAL MARKETS INC.,

    as Joint Bookrunners and Joint Lead Arrangers

      

      

    

    




 


TABLE OF CONTENTS





	Page
		
	ARTICLE I Definitions 	1






	  		
	SECTION 1.01	Defined Terms 	1

	SECTION 1.02	Classification of Loans and Borrowings 	11

	SECTION 1.03	Terms Generally 	11

	SECTION 1.04	Accounting Terms; GAAP 	11






	  	
	ARTICLE II The Credits 	11






	  	





	SECTION 2.01	Commitments 	11
	SECTION 2.02	Loans and Borrowings 	12
	SECTION 2.03	Requests for Revolving Borrowings 	12
	SECTION 2.04	Reserved 	13
	SECTION 2.05	Reserved 	13
	SECTION 2.06	Reserved 	13
	SECTION 2.07	Funding of Borrowings 	13
	SECTION 2.08	Interest Elections 	14
	SECTION 2.09	Termination and Reduction of Commitments 	15
	SECTION 2.10	Repayment of Loans; Evidence of Debt 	15
	SECTION 2.11	Prepayment of Loans 	16
	SECTION 2.12	Fees 	16
	SECTION 2.13	Interest 	17
	SECTION 2.14	Alternate Rate of Interest 	17
	SECTION 2.15	Increased Costs 	18
	SECTION 2.16	Break Funding Payments 	18
	SECTION 2.17	Taxes 	19
	SECTION 2.18	Payments Generally; Pro
    Rata Treatment; Sharing of Set-offs	20
	SECTION 2.19	Mitigation Obligations; Replacement of Lenders 	21
	SECTION 2.20	Extensions of Termination Date; Removal of Lenders 	22
	SECTION 2.21	Conversion to Term Loans 	24





	  	





	ARTICLE III Representations and Warranties 	24






	  	





	SECTION 3.01	Organization; Powers 	24
	SECTION 3.02	Authorization; Enforceability 	24
	SECTION 3.03	Governmental Approvals; No Conflicts 	24
	SECTION 3.04	Financial Condition; No Material Adverse Change 	24
	SECTION 3.05	Properties 	25
	SECTION 3.06	Litigation and Environmental Matters 	25
	SECTION 3.07	Compliance with Laws and Agreements 	25
	SECTION 3.08	Investment and Holding Company Status 	25
	SECTION 3.09	Taxes 	25
	SECTION 3.10	ERISA 	26





-i-






	  	





	SECTION 3.11	Disclosure 	26






	  	





	ARTICLE IV Conditions 	26






	  	





	SECTION 4.01	Effective Date 	26
	SECTION 4.02	Each Credit Event 	27
	SECTION 4.03	Conditions Precedent to Conversions 	27





	  	





	ARTICLE V Affirmative Covenants 	27






	  	





	SECTION 5.01	Financial Statements; Ratings Change and Other Information
    	27
	SECTION 5.02	Notices of Material Events 	29
	SECTION 5.03	Existence; Conduct of Business 	30
	SECTION 5.04	Payment of Obligations 	30
	SECTION 5.05	Maintenance of Properties; Insurance 	30
	SECTION 5.06	Books and Records; Inspection Rights 	30
	SECTION 5.07	Compliance with Laws 	30
	SECTION 5.08	Use of Proceeds 	30





	  	





	ARTICLE VI Negative Covenants 	31






	  	





	SECTION 6.01	Financial Covenants 	31
	SECTION 6.02	Liens 	31
	SECTION 6.03	Fundamental Changes 	32
	SECTION 6.04	Transactions with Affiliates 	32
	SECTION 6.05	Capital Lease Obligations 	32





	  	





	ARTICLE VII Events of Default 	33
	  	
	ARTICLE VIII The Administrative Agent 	35
	  	
	ARTICLE IX Miscellaneous 	36





	  	





	SECTION 9.01	Notices 	36
	SECTION 9.02	Waivers; Amendments 	37
	SECTION 9.03	Expenses; Indemnity; Damage Waiver 	37
	SECTION 9.04	Successors and Assigns 	38
	SECTION 9.05	Survival 	41
	SECTION 9.06	Counterparts; Integration; Effectiveness 	41
	SECTION 9.07	Severability 	41
	SECTION 9.08	Right of Setoff 	41
	SECTION 9.09	Governing Law; Jurisdiction; Consent to Service of Process 	42
	SECTION 9.10	WAIVER OF JURY TRIAL 	42
	SECTION 9.11	Headings 	42
	SECTION 9.12	Confidentiality 	42
	SECTION 9.13	Interest Rate Limitation 	43






  
    SCHEDULES: 

    Schedule 1.01 -- Pricing Schedule

    Schedule 2.01 -- Commitments

    
  





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EXHIBITS:


Exhibit A -- Form of Assignment and Assumption

Exhibit B-1 -- Form of Opinion of Borrower's Kansas Counsel

Exhibit B-2 - Form of Opinion of Borrower's New York Counsel


 


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     AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 14, 2003, among KINDER
MORGAN, INC., a Kansas corporation, the LENDERS party hereto, CITIBANK, N.A., as
Administrative Agent, WACHOVIA BANK, NATIONAL ASSOCIATION and JPMORGAN CHASE BANK, as
Co-Syndication Agents, and THE BANK OF NOVA SCOTIA, as Documentation Agent.



INTRODUCTORY STATEMENT



     The Borrower
entered into that certain 364-Day Credit Agreement, dated October 15, 2002, by and
among the Borrower, the lenders party thereto, JPMorgan Chase Bank, as administrative
agent, Wachovia Bank, National Association, as syndication agent, and Citibank, N.A. and
Commerzbank AG, New York and Grand Cayman Branches, as documentation agents (the "Existing
364-Day Credit Agreement").



     The Borrower has requested, and
the lenders and the administrative agent under the Existing 364-Day Credit Agreement have
agreed, that the Existing 364-Day Credit Agreement be amended and restated in its
entirety.



     The parties hereto agree as
follows:


ARTICLE I



Definitions



     SECTION 1.01 Defined Terms.  As
used in this Agreement, the following terms have the meanings specified below:



           "ABR",
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by reference to the
Alternate Base Rate.



           "Adjusted
LIBO Rate" means, with respect to any Eurodollar Borrowing for any Interest
Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of
1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the
Statutory Reserve Rate.



           "Administrative
Agent" means Citibank, N.A., in its capacity as administrative agent for the
Lenders hereunder. 



           "Administrative Questionnaire" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.



           "Affiliate"
means, with respect to a specified Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.



           "Alternate
Base Rate" means, for any day, a rate per annum equal to the greatest of
(a) the Prime Rate in effect on such day and (b) the Federal Funds Effective
Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a
change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and
including the effective date of such change in the Prime Rate or the Federal Funds
Effective Rate, respectively. 


-1-






           "Applicable
Percentage" means, with respect to any Lender, the percentage of the total
Commitments represented by such Lender's Commitment. If the Commitments have terminated or
expired, the Applicable Percentages shall be determined based upon the Commitments most
recently in effect, giving effect to any assignments.



           "Applicable
Rate" means, for any day, with respect to any ABR Loan or Eurodollar Loan, or
with respect to the facility fees or the utilization fees payable hereunder, as the case
may be, the applicable rate per annum (expressed in bps) set forth in the Pricing Schedule
under the caption "ABR Spread", "Eurodollar Spread", "Facility
Fee Rate" or "Utilization Fee Rate", as the case may be.



           "Approved
Fund" has the meaning assigned to such term in Section 9.04.



           "Assignment
and Assumption" means an assignment and assumption entered into by a Lender and
an assignee (with the consent of any party whose consent is required by
Section 9.04), and accepted by the Administrative Agent, in the form of
Exhibit A or any other form approved by the Administrative Agent.



           "Availability
Period" means the period from and including the Effective Date to but excluding
the Revolving Credit Termination Date.



           "Benefit
Arrangement" means at any time an employee benefit plan within the meaning of
Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained
or otherwise contributed to by any member of the ERISA Group.



           "Board"
means the Board of Governors of the Federal Reserve System of the United States of
America.



           "Borrower"
means Kinder Morgan, Inc., a Kansas corporation.



           "Borrowing"
means Loans of the same Type, made, converted or continued on the same date and, in the
case of Eurodollar Loans, as to which a single Interest Period is in effect.



           "Borrowing
Request" means a request by the Borrower for a Revolving Borrowing in accordance
with Section 2.03.



           "Business
Day" means any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed; provided
that, when used in connection with a Eurodollar Loan, the term "Business Day"
shall also exclude any day on which banks are not open for dealings in dollar deposits in
the London interbank market.



           "Capital
Lease Obligations" of any Person means the obligations of such Person to pay rent
or other amounts under any lease of (or other arrangement conveying the right to use) real
or personal property, or a combination thereof, which obligations are required to be
classified and accounted for as capital leases on a balance sheet of such Person under
GAAP, and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.



           "Change
in Control" means (a) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the Securities
Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as
in effect on the date hereof), of Equity Interests representing more than 30% of the
aggregate ordinary voting power represented by the
issued and outstanding Equity Interests of the Borrower; or (b) during any period of
twelve consecutive 


-2-






calendar months, individuals who were directors of the Borrower
on the first day of such period shall cease to constitute a majority of the board of
directors of the Borrower.


           "Change
in Law" means (a) the adoption of any law, rule or regulation after the date of
this Agreement, (b) any change in any law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after the date of this Agreement or (c)
compliance by any Lender (or, for purposes of Section 2.15(b), by any lending office of
such Lender or by such Lender's holding company, if any) with any request, guideline or
directive (whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.



           "Class",
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are Revolving Loans or Term Loans.



           "Code"
means the Internal Revenue Code of 1986, as amended from time to time.



           "Commitment"
means, with respect to each Lender, the commitment of such Lender to make Revolving Loans
and to convert the Revolving Loans outstanding on the Revolving Credit Termination Date to
Term Loans, expressed as an amount representing the maximum aggregate amount of such
Lender's Credit Exposure hereunder, as such commitment may be (a) reduced from time to
time pursuant to Section 2.09 and (b) increased pursuant to Section 2.01 or reduced or
increased from time to time pursuant to assignments by or to such Lender pursuant to
Section 9.04. The initial amount of each Lender's Commitment is set forth on Schedule 2.01
or in the Assignment and Assumption pursuant to which such Lender shall have assumed its
Commitment, as applicable, as such obligation may be reduced or increased pursuant to this
Agreement. The initial aggregate amount of the Lenders' Commitments is US $445,000,000. 



           "Consenting
Lender" has the meaning assigned to such term in Section 2.20.



           "Consolidated
Assets" means the total amount of assets appearing on the consolidated balance
sheet of the Borrower and its Consolidated Subsidiaries, prepared in accordance with GAAP
as of the date of the most recent regularly prepared consolidated financial statements
prior to the taking of any action for the purposes of which the determination is being
made.



           "Consolidated
Indebtedness" of any Person means at any date the sum (without duplication) of
(i) the Indebtedness of such Person and its Consolidated Subsidiaries, determined on a
consolidated basis as of such date plus (ii) the excess (if any) of the Trust Preferred
Securities of such Person over 10% of the Consolidated Total Capitalization of such Person
at such date.



           "Consolidated
Net Income" means, for any period, the net income of the Borrower and its
Consolidated Subsidiaries before extraordinary items, determined on a consolidated basis
for such period.



           "Consolidated
Net Worth" of any Person means at any date the sum (without duplication) of
(i) the consolidated stockholders' equity of such Person and its Consolidated
Subsidiaries, determined as of such date plus (ii) the Trust Preferred Securities of such
Person; provided that the amount of Trust Preferred Securities added pursuant to this
clause (ii) shall not exceed 10% of Consolidated Total Capitalization of such Person at
such date. 



           "Consolidated
Subsidiary" of any Person means at any date any Subsidiary or other entity the
accounts of which would be consolidated with those of such Person in its consolidated
financial statements if such statements were prepared as of such date.


-3-






           "Consolidated Total Capitalization" of any Person means at any date
the sum of Consolidated Indebtedness of such Person and Consolidated Net Worth of such
Person, each determined as of such date.



           "Control"
means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. "Controlling" and "Controlled"
have meanings correlative thereto.



           "Credit
Exposure" means, with respect to any Lender at any time, the sum of the
outstanding principal amount of such Lender's Loans at such time.



           "Default"
means any event or condition which constitutes an Event of Default or which upon notice,
lapse of time or both would, unless cured or waived, become an Event of Default.



           "dollars"
or "$" refers to lawful money of the United States of America.



           "Effective
Date" means the date on which the conditions specified in Section 4.01 are
satisfied (or waived in accordance with Section 9.02).



           "Environmental
Laws" means all laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or entered into
by any Governmental Authority, relating in any way to the environment, preservation or
reclamation of natural resources, the management, release or threatened release of any
Hazardous Material or to health and safety matters.



           "Environmental
Liability" means any liability, contingent or otherwise (including any liability
for damages, costs of environmental remediation, fines, penalties or indemnities), of the
Borrower or any Subsidiary directly or indirectly resulting from or based upon
(a) violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials,
(c) exposure to any Hazardous Materials, (d) the release or threatened release
of any Hazardous Materials into the environment or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.



           "Equity
Interests" means shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity
ownership interests in a Person, and any warrants, options or other rights entitling the
holder thereof to purchase or acquire any such equity interest.



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



           "ERISA
Group" means the Borrower, any Subsidiary and all members of a controlled group
of corporations and all trades or businesses (whether or not incorporated) under common
control which, together with the Borrower or any Subsidiary, are treated as a single
employer under Section 414 of the Code.



           "Eurodollar",
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by reference to the
Adjusted LIBO Rate.



           "Event
of Default" has the meaning assigned to such term in Article VII.


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           "Excluded
Taxes" means, with respect to the Administrative Agent, any Lender or any other
recipient of any payment to be made by or on account of any obligation of the Borrower
hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the
United States of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any Lender, in
which its applicable lending office is located, (b) any branch profits taxes imposed by
the United States of America or any similar tax imposed by any other jurisdiction in which
the Borrower is located and (c) in the case of a Foreign Lender (other than an assignee
pursuant to a request by the Borrower under Section 2.19(b)), any withholding tax that is
imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes
a party to this Agreement (or designates a new lending office) or is attributable to such
Foreign Lender's failure to comply with Section 2.17(e), except to the extent that such
Foreign Lender's assignor (if any) was entitled, at the time of assignment, to receive
additional amounts from the Borrower with respect to such withholding tax pursuant to
Section 2.17(a).



           "Existing
364-Day Credit Agreement" has the meaning set forth in the Introductory
Statement.



           "Existing
Revolving Credit Termination Date" has the meaning set forth in Section 2.20.



           "Extended
Revolving Credit Termination Date" means, as at any date, the date to which the
Revolving Credit Termination Date has then most recently been extended pursuant to Section
2.20.



           "Federal
Funds Effective Rate" means, for any day, the weighted average (rounded upwards,
if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers,
as published on the next succeeding Business Day by the Federal Reserve Bank of
New York, or, if such rate is not so published for any day that is a Business Day,
the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the Administrative Agent from three Federal
funds brokers of recognized standing selected by it. 



           "Final
Maturity Date" means (i) if the Revolving Loans are converted to Term Loans
pursuant to Section 2.21, then with respect to any Term Loan, the date that is one year
from the Revolving Credit Termination Date as of the time of such conversion, or (ii) if
the Revolving Loans are not so converted, the Revolving Credit Termination Date.



           "Financial
Officer" means the chief financial officer, principal accounting officer,
treasurer or controller of the Borrower.



           "Foreign
Lender" means any Lender that is organized under the laws of a jurisdiction other
than that in which the Borrower is located. For purposes of this definition, the United
States of America, each State thereof and the District of Columbia shall be deemed to
constitute a single jurisdiction.



           "GAAP"
means generally accepted accounting principles in the United States of America.



           "Governmental
Authority" means the government of the United States of America, any other nation
or any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government.


-5-






           "Guarantee"
of or by any Person (the "guarantor") means any obligation, contingent or
otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any
Indebtedness or other obligation of any other Person (the "primary obligor")
in any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for
the purchase or payment of) such Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment thereof,
(b) to purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c) to
maintain working capital, equity capital or any other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation or (d) as an account party in respect of any letter of
credit or letter of guaranty issued to support such Indebtedness or obligation; provided,
that the term Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business.



           "Hazardous
Materials" means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or
petroleum distillates, asbestos or asbestos containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of
any nature regulated pursuant to any Environmental Law.



           "Hedging
Agreement" means any interest rate protection agreement, foreign currency
exchange agreement, commodity price protection agreement or other interest or currency
exchange rate or commodity price hedging arrangement.



           "Indebtedness"
of any Person means, without duplication, (a) all obligations of such Person for
borrowed money or with respect to deposits or advances of any kind, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar instruments,
(c) all obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (d) all obligations of such
Person in respect of the deferred purchase price of property or services or any other
similar obligation upon which interest changes are customarily paid (excluding trade
accounts payable incurred in the ordinary course of business), (e) all Indebtedness
of others secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on property owned or acquired by such
Person, whether or not the Indebtedness secured thereby has been assumed, (f) all
Guarantees by such Person of Indebtedness of others (provided that in the event
that any Indebtedness of the Borrower or any Subsidiary shall be the subject of a
Guarantee by one or more Subsidiaries or by the Borrower, as the case may be, the
aggregate amount of the outstanding Indebtedness of the Borrower and the Subsidiaries in
respect thereof shall be determined by reference to the primary Indebtedness so
guaranteed, and without duplication by reason of the existence of any such Guarantee),
(g) all Capital Lease Obligations of such Person, (h) all obligations,
contingent or otherwise, of such Person as an account party in respect of letters of
credit and letters of guaranty, and (i) all obligations, contingent or otherwise, of such
Person in respect of bankers' acceptances. The Indebtedness of any Person shall include
the Indebtedness of any other Person (including any partnership in which such Person is a
general partner) to the extent such Person is liable therefor as a result of such Person's
ownership interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.



           "Indemnified
Taxes" means Taxes other than Excluded Taxes.



           "Index
Debt" means senior, unsecured, long-term indebtedness for borrowed money of the
Borrower that is not guaranteed by any other Person or subject to any other credit
enhancement.



           "Interest
Election Request" means a request by the Borrower to convert or continue a
Borrowing in accordance with Section 2.08.


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           "Interest
Payment Date" means, (a) with respect to any ABR Loan, the last day of each
March, June, September and December and (b) with respect to any Eurodollar Loan, the last
day of the Interest Period applicable to the Borrowing of which such Loan is a part and,
in the case of a Eurodollar Borrowing with an Interest Period of more than three months'
duration, each day prior to the last day of such Interest Period that occurs at intervals
of three months' duration after the first day of such Interest Period.



           "Interest
Period" means, with respect to any Eurodollar Borrowing, the period commencing on
the date of such Borrowing and ending on the numerically corresponding day in the calendar
month that is one, two, three or six months thereafter, as the Borrower may elect; provided,
that (i) if any Interest Period would end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day and (ii) any Interest Period that
commences on the last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest Period) shall
end on the last Business Day of the last calendar month of such Interest Period. For
purposes hereof, the date of a Borrowing initially shall be the date on which such
Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the
effective date of the most recent conversion or continuation of such Borrowing. 



           "Lenders"
means the Persons listed on Schedule 2.01 and any other Person that shall have become
a party hereto pursuant to an Assignment and Assumption, other than any such Person that
ceases to be a party hereto pursuant to an Assignment and Assumption. 



           "LIBO
Rate" means, with respect to any Eurodollar Borrowing for any Interest Period,
the rate appearing on Page 3750 of the Dow Jones Market Service (or on any successor or
substitute page of such Service, or any successor to or substitute for such Service,
providing rate quotations comparable to those currently provided on such page of such
Service, as determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the London
interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a maturity
comparable to such Interest Period. In the event that such rate is not available at such
time for any reason, then the "LIBO Rate" with respect to such Eurodollar
Borrowing for such Interest Period shall be the rate at which dollar deposits of
$5,000,000 and for a maturity comparable to such Interest Period are offered by the
principal London office of the Administrative Agent in immediately available funds in the
London interbank market at approximately 11:00 a.m., London time, two Business Days
prior to the commencement of such Interest Period.



           "Lien"
means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
hypothecation, encumbrance, charge or security interest in, on or of such asset and
(b) the interest of a vendor or a lessor under any conditional sale agreement,
capital lease or title retention agreement (or any financing lease having substantially
the same economic effect as any of the foregoing) relating to such asset.



           "Loans"
means the Revolving Loans or the Term Loans made by the Lenders to the Borrower pursuant
to this Agreement. 



           "Material
Adverse Effect" means a material adverse effect on (a) the business, assets,
liabilities (actual or contingent), operations, or financial condition of the Borrower and
the Subsidiaries taken as a whole, (b) the ability of the Borrower to perform any of
its obligations under this Agreement or (c) the rights of or benefits available to
the Lenders under any material provision of this Agreement.


-7-






           "Material
Indebtedness" means Indebtedness (other than the Loans), or obligations in
respect of one or more Hedging Agreements, of any one or more of the Borrower and its
Subsidiaries in an aggregate principal amount exceeding $100,000,000. For purposes of
determining Material Indebtedness, the "principal amount" of the obligations of
the Borrower or any Subsidiary in respect of any Hedging Agreement at any time shall be
the maximum aggregate amount (giving effect to any netting agreements) that the Borrower
or such Subsidiary would be required to pay if such Hedging Agreement were terminated at
such time.



           "Material
Subsidiary" means any Consolidated Subsidiary the consolidated assets of which
constitute 10% or more of Consolidated Assets.



           "Moody's"
means Moody's Investors Service, Inc.



           "Multiemployer
Plan" means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.



           "Nominee"
has the meaning set forth in Section 2.20.



           "Non-Consenting
Lender" has the meaning set forth in Section 2.20.



           "Notice
of Extension" has the meaning set forth in Section 2.20.



           "Other
Taxes" means any and all present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies arising from any payment made
hereunder or from the execution, delivery or enforcement of, or otherwise with respect to,
this Agreement.



           "Participant"
has the meaning set forth in Section 9.04.



           "PBGC"
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any
successor entity performing similar functions.



           "Permitted
Encumbrances" means:



           (a) Liens
imposed by law for taxes that are not yet due or are being contested in compliance with
Section 5.04;



           (b) carriers',
warehousemen's, mechanics', materialmen's, repairmen's and other like Liens imposed by
law, arising in the ordinary course of business and securing obligations that are not
overdue by more than 30 days or are being contested in compliance with Section 5.04;



           (c) pledges
and deposits made in the ordinary course of business in compliance with workers'
compensation, unemployment insurance and other social security laws or regulations;



           (d) deposits
to secure the performance of bids, trade contracts, leases, statutory obligations, surety
and appeal bonds, performance bonds and other obligations of a like nature, in each case
in the ordinary course of business;



           (e) judgment
liens in respect of judgments that do not constitute an Event of Default under clause (k)
of Article VII; 


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           (f) easements,
zoning restrictions, rights-of-way and similar encumbrances on real property imposed by
law or arising in the ordinary course of business that do not secure any monetary
obligations and do not materially detract from the value of the affected property or
interfere with the ordinary conduct of business of the Borrower or any Subsidiary;



           (g)
any interest or title of a lessor in property subject to any Capital Lease Obligation or
operating lease which, in each case, is permitted under this Agreement; and



           (h)
Liens in favor of collecting or payor banks resulting from a right of setoff, revocation,
refund or chargeback with respect to money or instruments of the Borrower or any
Subsidiary on deposit with or in possession of such bank;



provided that the term "Permitted Encumbrances" shall not
include any Lien securing Indebtedness, except as provided in clause (g) above.



           "Person"
means any natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other entity.



           "Plan"
means any employee pension benefit plan (other than a Multiemployer Plan) subject to the
provisions of Title IV of ERISA or Section 412 of the Code or Section 302
of ERISA, and in respect of which the Borrower or any member of the ERISA Group is (or, if
such plan were terminated, would under Section 4069 of ERISA be deemed to be) an
"employer" as defined in Section 3(5) of ERISA. 



           "Pricing
Schedule" means the schedule attached hereto as Schedule 1.01 and identified as
such.



           "Prime
Rate" means the rate of interest per annum publicly announced from time to time
by Citibank, N.A. as its prime rate in effect at its principal office in New York City;
each change in the Prime Rate shall be effective from and including the date such change
is publicly announced as being effective. 



           "Register"
has the meaning set forth in Section 9.04.



           "Related
Parties" means, with respect to any specified Person, such Person's Affiliates
and the respective directors, officers, employees, agents and advisors of such Person and
such Person's Affiliates.



           "Required
Lenders" means, at any time, Lenders having Credit Exposures and unused
Commitments representing greater than 50% of the sum of the total Credit Exposures and
unused Commitments hereunder.



           "Responsible
Officer" means the Chairman, Vice Chairman, President, any Vice President, Chief
Executive Officer, Chief Financial Officer, Controller or Treasurer of the Borrower.



           "Revolving
Credit Exposure" means, with respect to any Lender, at any time prior to any
conversion of Revolving Loans to Term Loans pursuant to Section 2.21, the Credit Exposure
of such Lender.


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           "Revolving
Credit Termination Date" means the earlier of (x) the later of (i) October 12,
2004 and (ii) an Extended Revolving Credit Termination Date and (y) the date which is the
effective date of any other termination, cancellation or acceleration of all Commitments
hereunder.



           "Revolving
Loan" means a Loan made pursuant to Section 2.01(a).



           "S&P"
means Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc.



           "Statutory
Reserve Rate" means a fraction (expressed as a decimal), the numerator of which
is the number one and the denominator of which is the number one minus the aggregate of
the maximum reserve percentages (including any marginal, special, emergency or
supplemental reserves) expressed as a decimal established by the Board to which the
Administrative Agent is subject for eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D of the Board). Such reserve
percentages shall include those imposed pursuant to such Regulation D. Eurodollar
Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets that may be
available from time to time to any Lender under such Regulation D or any comparable
regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.



           "subsidiary"
means, with respect to any Person (the "parent") at any date, any
corporation, limited liability company, partnership, association or other entity the
accounts of which would be consolidated with those of the parent in the parent's
consolidated financial statements if such financial statements were prepared in accordance
with GAAP as of such date, as well as any other corporation, limited liability company,
partnership, association or other entity (a) of which securities or other ownership
interests representing more than 50% of the equity or more than 50% of the ordinary voting
power or, in the case of a partnership, more than 50% of the general partnership interests
are, as of such date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the
parent and one or more subsidiaries of the parent.



           "Subsidiary"
means any subsidiary of the Borrower.



           "Taxes"
means any and all present or future taxes, levies, imposts, duties, deductions, charges or
withholdings imposed by any Governmental Authority.



           "Term
Loan" means a Revolving Loan that is converted to a Term Loan pursuant to Section
2.21.



           "Term
Out Period" means the period commencing on the Revolving Credit Termination Date
and ending on the first anniversary thereof.



           "Three-Year
Facility" means the credit facility governed by that certain Three-Year Credit
Agreement, dated as of October 15, 2002, by and among the Borrower, the lenders party
thereto and JPMorgan Chase Bank, as administrative agent.



           "Transactions"
means the execution, delivery and performance by the Borrower of this Agreement, the
borrowing of Loans and the use of the proceeds thereof.



           "Trust
Preferred Securities" means, with respect to the Borrower, mandatorily redeemable
capital trust securities of trusts which are Subsidiaries and the subordinated debentures
of the 


-10-





Borrower in which the proceeds of the issuance of such capital trust
securities are invested, including, without limitation, $275,000,000 of such securities
outstanding at the Effective Date.



           "Type",
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on
such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
Adjusted LIBO Rate or the Alternate Base Rate.



     SECTION 1.02 Classification of
Loans and Borrowings.  For purposes of this Agreement, Loans may be
classified and referred to by Class (e.g., a "Revolving Loan") or by Type
(e.g., a "Eurodollar Loan") or by Class and Type (e.g., a
"Eurodollar Revolving Loan"). Borrowings also may be classified and referred to
by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a
"Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar
Revolving Borrowing").



     SECTION 1.03 Terms Generally.  The
definitions of terms herein shall apply equally to the singular and plural forms of the
terms defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words "include",
"includes" and "including" shall be deemed to be followed by the
phrase "without limitation". The word "will" shall be construed to
have the same meaning and effect as the word "shall". Unless the context
requires otherwise (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement, instrument or
other document as from time to time amended, supplemented or otherwise modified (subject
to any restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such Person's
successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all references
herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights. 



     SECTION 1.04 Accounting Terms;
GAAP.  Except as otherwise expressly provided herein, all terms of an
accounting or financial nature shall be construed in accordance with GAAP, as in effect
from time to time; provided that, if the Borrower notifies the Administrative Agent
that the Borrower requests an amendment to any provision hereof to eliminate the effect of
any change occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the Borrower that the
Required Lenders request an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such change in GAAP or in
the application thereof, then such provision shall be interpreted on the basis of GAAP as
in effect and applied immediately before such change shall have become effective until
such notice shall have been withdrawn or such provision amended in accordance herewith.


ARTICLE II



The Credits



     SECTION 2.01 Commitments.  (a)  Subject
to the terms and conditions set forth herein, each Lender agrees (i) to make Revolving
Loans to the Borrower from time to time during the Availability Period in an aggregate
principal amount that will not result in (x) such Lender's Credit Exposure exceeding such
Lender's Commitment or (y) the sum of the total Credit Exposures exceeding the total
Commitments and (ii) at the election of the Borrower, to convert the principal amount of
any Revolving Loans remaining outstanding on the Revolving Credit Termination Date to Term
Loans pursuant to 


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Section 2.21. Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.




           (b)    The Borrower shall have the right,
without the consent of the Lenders but with the prior approval of the Administrative
Agent, not to be unreasonably withheld, to cause from time to time an increase in the
total Commitments of the Lenders by adding to this Agreement one or more additional
Lenders or by allowing one or more Lenders to increase their respective Commitments; provided,
however, (i) no Default or Event of Default shall have occurred hereunder which is
continuing, (ii) no such increase shall cause (A) the aggregate Commitments hereunder to
exceed $500,000,000, or (B) the sum of the aggregate Commitments hereunder plus the
aggregate commitments under the Three-Year Facility to exceed $900,000,000, and (iii) no
Lender's Commitment shall be increased without such Lender's consent.



     SECTION 2.02 Loans and
Borrowings.  (a)  Each Revolving Loan shall be made as part of a
Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with
their respective Commitments. The failure of any Lender to make any Loan required to be
made by it shall not relieve any other Lender of its obligations hereunder; provided
that the Commitments of the Lenders are several and no Lender shall be responsible for any
other Lender's failure to make Loans as required.



           (b)    Subject to Section 2.14, each Revolving
Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may
request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by
causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided
that any exercise of such option shall not affect the obligation of the Borrower to repay
such Loan in accordance with the terms of this Agreement. 



           (c)    At the commencement of each Interest
Period for any Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 and not less than $5,000,000. At the
time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided
that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused
balance of the total Commitments. Borrowings of more than one Type may be outstanding at
the same time; provided that there shall not at any time be more than a total of
ten Eurodollar Borrowings outstanding. 



           (d)    Notwithstanding any other provision of
this Agreement (i) the Borrower shall not be entitled to request, or to elect to convert
(except for a conversion to a Term Loan pursuant to Section 2.21) or continue, any
Revolving Loan if the Interest Period requested with respect thereto would end after the
Revolving Credit Termination Date and (ii) the Borrower shall not be entitled to request,
to elect to convert or continue, any Term Loan if the Interest Period requested with
respect thereto would end after the Final Maturity Date.



     SECTION 2.03 Requests for
Revolving Borrowings.  To request a Revolving Borrowing, the Borrower shall
notify the Administrative Agent of such request by telephone (a) in the case of a
Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business
Days before the date of the proposed Borrowing or (b) in the case of an ABR
Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed
Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and signed by the
Borrower. Each such telephonic and written Borrowing Request shall specify the following
information in compliance with Section 2.02: 


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	          (i)    the aggregate amount
    of the requested Borrowing;

              (ii)    the date of such Borrowing, which shall be a Business Day;

              (iii)    whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

              (iv)    in the case of a Eurodollar Borrowing, the initial Interest Period to be
    applicable thereto, which shall be a period contemplated by the definition of the term
    "Interest Period"; and

              (v)    the location and number of the Borrower's account to which funds are to be
    disbursed, which shall comply with the requirements of Section 2.07.






If no election as to the Type of Revolving Borrowing is specified, then
the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Revolving Borrowing, then the Borrower shall be deemed
to have selected an Interest Period of one month's duration. Promptly following receipt of
a Borrowing Request in accordance with this Section, the Administrative Agent shall advise
each Lender of the details thereof and of the amount of such Lender's Loan to be made as
part of the requested Borrowing.



     SECTION 2.04 Reserved.



     SECTION 2.05 Reserved.



     SECTION 2.06 Reserved.



     SECTION 2.07 Funding of
Borrowings.  (a)  Each Lender shall make each Loan to be made by
it hereunder on the proposed date thereof by wire transfer of immediately available funds
by 2:00 p.m., New York City time, to the account of the Administrative Agent most recently
designated by it for such purpose by notice to the Lenders. The Administrative Agent will
make such Loans available to the Borrower by promptly crediting the amounts so received,
in like funds, to an account of the Borrower maintained with the Administrative Agent in
New York City and designated by the Borrower in the applicable Borrowing Request.



           (b)    Unless the Administrative Agent shall
have received notice from a Lender prior to the proposed date of any Borrowing that such
Lender will not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such share
available on such date in accordance with paragraph (a) of this Section and may, in
reliance upon such assumption, make available to the Borrower a corresponding amount. In
such event, if a Lender has not in fact made its share of the applicable Borrowing
available to the Administrative Agent, then the applicable Lender and the Borrower
severally agree to pay to the Administrative Agent forthwith on demand such corresponding
amount with interest thereon, for each day from and including the date such amount is made
available to the Borrower to but excluding the date of payment to the Administrative
Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation or (ii) in the case of the Borrower, the interest rate
applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then
such amount shall constitute such Lender's Loan included in such Borrowing.


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     SECTION 2.08 Interest Elections.  (a)  Each
Borrowing initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as
specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of a
Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this
Section. The Borrower may elect different options with respect to different portions of
the affected Borrowing, in which case each such portion shall be allocated ratably among
the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each
such portion shall be considered a separate Borrowing. 



           (b)    To make an election pursuant to this
Section, the Borrower shall notify the Administrative Agent of such election by telephone
by the time that a Borrowing Request would be required under Section 2.03 if the Borrower
were requesting a Revolving Borrowing of the Type resulting from such election to be made
on the effective date of such election. Each such telephonic Interest Election Request
shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Interest Election Request in a form approved by the
Administrative Agent and signed by the Borrower.



           (c)    Each telephonic and written Interest
Election Request shall specify the following information in compliance with
Section 2.02:



	          (i)    the Borrowing to which
    such Interest Election Request applies and, if different options are being elected with
    respect to different portions thereof, the portions thereof to be allocated to each
    resulting Borrowing (in which case the information to be specified pursuant to clauses
    (iii) and (iv) below shall be specified for each resulting Borrowing);

              (ii)    the effective date of the election made pursuant to such Interest Election
    Request, which shall be a Business Day;

              (iii)    whether the
    resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

              (iv)    if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
    applicable thereto after giving effect to such election, which shall be a period
    contemplated by the definition of the term "Interest Period".






If any such Interest Election Request requests a Eurodollar Borrowing but does not
specify an Interest Period, then the Borrower shall be deemed to have selected an Interest
Period of one month's duration.



           (d)    Promptly following receipt of an
Interest Election Request, the Administrative Agent shall advise each Lender of the
details thereof and of such Lender's portion of each resulting Borrowing.



           (e)    If the Borrower fails to deliver a
timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end
of the Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be converted to
an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default
has occurred and is continuing and the Administrative Agent, at the request of the
Required Lenders, so notifies the Borrower, then, so long as an Event of Default is
continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar
Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR
Borrowing at the end of the Interest Period applicable thereto.


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     SECTION 2.09 Termination and
Reduction of Commitments.  (a)  Unless previously terminated, the
Commitments shall terminate on the Revolving Credit Termination Date. 



           (b)    The Borrower may at any time terminate,
or from time to time reduce, the Commitments; provided that (i) each reduction of
the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not
less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments
if, after giving effect to any concurrent prepayment of the Loans in accordance with
Section 2.11, the sum of the Revolving Credit Exposures would exceed the total
Commitments.



           (c)    The Borrower shall notify the
Administrative Agent of any election to terminate or reduce the Commitments under
paragraph (b) of this Section at least three Business Days prior to the effective
date of such termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent shall advise
the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to
this Section shall be irrevocable; provided that a notice of termination of the
Commitments delivered by the Borrower may state that such notice is conditioned upon the
effectiveness of other credit facilities, in which case such notice may be revoked by the
Borrower (by notice to the Administrative Agent on or prior to the specified effective
date) if such condition is not satisfied. Any termination or reduction of the Commitments
shall be permanent. Each reduction of the Commitments shall be made ratably among the
Lenders in accordance with their respective Commitments.



     SECTION 2.10  Repayment of
Loans; Evidence of Debt. (a)  The Borrower hereby unconditionally promises
to pay (i) to the Administrative Agent for the account of each Lender the then unpaid
principal amount of each Revolving Loan on the Revolving Credit Termination Date (unless
converted to Term Loans pursuant to Section 2.21) and (ii) to the Administrative Agent for
the account of the Lender the then unpaid principal amount of each Term Loan on the Final
Maturity Date.



           (b)    Each Lender shall maintain in accordance
with its usual practice an account or accounts evidencing the indebtedness of the Borrower
to such Lender resulting from each Loan made by such Lender, including the amounts of
principal and interest payable and paid to such Lender from time

to time hereunder.



           (c)    The Administrative Agent shall maintain
accounts in which it shall record (i) the amount of each Loan made hereunder, the
Type thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the Borrower to
each Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender's share thereof.



           (d)    The entries made in the accounts
maintained pursuant to paragraph (b) or (c) of this Section shall be prima
facie evidence of the existence and amounts of the obligations recorded therein; provided
that the failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower to repay
the Loans in accordance with the terms of this Agreement.



           (e)    Any Lender may request that Loans made
by it be evidenced by a promissory note. In such event, the Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of such Lender
(or, if requested by such Lender, to such Lender and its registered assigns) and in a form
approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory
note and interest thereon shall at all times (including after assignment pursuant to
Section 9.04) be represented by one or more promissory notes in such form payable to the
order of the payee named therein (or, if such promissory note is a registered note, to
such payee and its registered assigns).


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     SECTION 2.11 Prepayment of
Loans.   (a)   The Borrower shall have the right at any
time and from time to time to prepay any Borrowing in whole or in part, subject to prior
notice in accordance with paragraph (c) of this Section.



           (b)    If at any time the aggregate outstanding
principal amount of the Revolving Credit Exposures exceeds the sum of the total
Commitments, the Borrower shall prepay the Revolving Loans in an amount equal to such
excess. Each prepayment of Loans pursuant to this Section 2.11 shall be accompanied by
payment of accrued interest on the amount prepaid to the date of prepayment and, in the
case of prepayments of Eurodollar Loans, any amounts payable pursuant to Section 2.16.



           (c)    The Borrower shall notify the
Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i)
in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York
City time, three Business Days before the date of prepayment, or (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date
of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date
and the principal amount of each Borrowing or portion thereof to be prepaid; provided
that, if a notice of prepayment is given in connection with a conditional notice of
termination of the Commitments as contemplated by Section 2.09, then such notice of
prepayment may be revoked if such notice of termination is revoked in accordance with
Section 2.09. Promptly following receipt of any such notice relating to a Borrowing,
the Administrative Agent shall advise the Lenders of the contents thereof. Each partial
prepayment of any Borrowing shall be in an amount that would be permitted in the case of
an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of
a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing.
Prepayments shall be accompanied by accrued interest to the extent required by Section
2.13.



     SECTION 2.12 Fees.   (a)  The
Borrower agrees to pay to the Administrative Agent for the account of each Lender a
facility fee, which shall accrue at the Applicable Rate on (i) the daily amount of the
Commitment of such Lender, whether used or unused, during the period from and including
the Effective Date to but excluding the Revolving Credit Termination Date (provided
that, if such Lender continues to have any Credit Exposure after its Commitment
terminates, then such facility fee shall continue to accrue on the daily amount of such
Lender's Credit Exposure from and including the date on which its Commitment terminates to
but excluding the date on which such Lender ceases to have any Credit Exposure) and (ii)
the daily amount of the Credit Exposure of such Lender during the Term Out Period, if any.
Accrued facility fees shall be payable in arrears on the last day of March, June,
September and December of each year, commencing December 31, 2003 and on the date the
Loans are paid in full. All facility fees shall be computed on the basis of a year of 365
or 366 days, as the case may be, and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).



           (b)    Prior to any Term Out Period, the
Borrower agrees to pay to the Administrative Agent for the account of each Lender, at all
times when the aggregate outstanding principal amount of the Loans is greater than 50% of
the Commitments, a utilization fee computed at the Applicable Rate on the daily amount of
the Credit Exposure of such Lender. During the Term Out Period, if any, the Borrower
agrees to pay to the Administrative Agent for the account of each Lender, at all times
when the aggregate outstanding principal amount of the Loans is greater than 50% of the
Commitments at the time immediately prior to the beginning of the Term Out Period, a
utilization fee computed at the Applicable Rate on the daily amount of the Credit Exposure
of such Lender. Accrued utilization fees shall be payable in arrears on the last day of
March, June, September and December of each year, commencing December 31, 2003 and on the
date the Loans are paid in full. All utilization fees shall be computed on the basis of a
year of 365 or 366 days, as the case may be, and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).


-16-






           (c)    The Borrower agrees to pay to the
Administrative Agent, for its own account, fees payable in the amounts and at the times
separately agreed upon between the Borrower and the Administrative Agent.



           (d)    All fees payable hereunder shall be paid
on the dates due, in immediately available funds, to the Administrative Agent for
distribution, in the case of facility fees and utilization fees, to the Lenders. Fees paid
shall not be refundable under any circumstances.



     SECTION 2.13 Interest.  (a)  The
Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate
plus the Applicable Rate.



           (b)    The Loans comprising each Eurodollar
Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect
for such Borrowing plus the Applicable Rate.



           (c)    Notwithstanding the foregoing, if any
principal of or interest on any Loan or any fee or other amount payable by the Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or
otherwise, such overdue amount shall bear interest, after as well as before judgment, at a
rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate
otherwise applicable to such Loan as provided in the preceding paragraphs of this Section
or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as
provided in paragraph (a) of this Section.



           (d)    Accrued interest on each Loan shall be
payable in arrears on each Interest Payment Date for such Loan and on the Final Maturity
Date; provided that (i) interest accrued pursuant to paragraph (c) of this Section
shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan,
accrued interest on the principal amount repaid or prepaid shall be payable on the date of
such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar
Loan prior to the end of the current Interest Period therefor, accrued interest on such
Loan shall be payable on the effective date of such conversion.



           (e)    All interest hereunder shall be computed
on the basis of a year of 360 days, except that interest computed by reference to the
Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each
case shall be payable for the actual number of days elapsed (including the first day but
excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO
Rate shall be determined by the Administrative Agent, and such determination shall be
conclusive absent manifest error.



     SECTION 2.14   Alternate
Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar
Borrowing:



           (a)    the Administrative Agent determines
(which determination shall be conclusive absent manifest error) that adequate and
reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as
applicable, for such Interest Period; or



           (b)    the Administrative Agent is advised by
the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such
Interest Period will not adequately and fairly reflect the cost to such Lenders of making
or maintaining their Loans included in such Borrowing for such Interest Period;


then the Administrative Agent shall give notice thereof to the Borrower
and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until
the Administrative Agent notifies the Borrower 


-17-





and the Lenders that the circumstances giving rise to such notice no
longer exist, (i) any Interest Election Request that requests the conversion of any
Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be
ineffective, and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall be made as an ABR Borrowing; provided that if the circumstances giving
rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings
shall be permitted.



     SECTION 2.15   Increased Costs.  (a)  If
any Change in Law shall:



	          (i)    impose, modify or deem
    applicable any reserve, special deposit or similar requirement against assets of, deposits
    with or for the account of, or credit extended by, any Lender (except any such reserve
    requirement reflected in the Adjusted LIBO Rate); or

              (ii)    impose on any Lender or the London interbank market any other condition affecting
    this Agreement or Eurodollar Loans made by such Lender;






and the result of any of the foregoing shall be to increase the cost to
such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation
to make any such Loan) or to reduce the amount of any sum received or receivable by such
Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay
to such Lender such additional amount or amounts as will compensate such Lender, for such
additional costs incurred or reduction suffered.



           (b)    If any Lender determines that any Change
in Law regarding capital requirements has or would have the effect of reducing the rate of
return on such Lender's capital or on the capital of such Lender's holding company, if
any, as a consequence of this Agreement or the Loans made by such Lender to a level below
that which such Lender or such Lender's holding company could have achieved but for such
Change in Law (taking into consideration such Lender's policies and the policies of such
Lender's holding company with respect to capital adequacy), then from time to time the
Borrower will pay to such Lender such additional amount or amounts as will compensate such
Lender or such Lender's holding company for any such reduction suffered.



           (c)    A certificate of a Lender setting forth
the amount or amounts necessary to compensate such Lender or its holding company, as the
case may be, as specified in paragraph (a) or (b) of this Section shall be delivered
to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such
Lender the amount shown as due on any such certificate within 10 Business Days after
receipt thereof. 



           (d)    Failure or delay on the part of any
Lender to demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's right to demand such compensation; provided that the Borrower shall
not be required to compensate a Lender pursuant to this Section for any increased costs or
reductions incurred more than 180 days prior to the date that such Lender notifies the
Borrower of the Change in Law giving rise to such increased costs or reductions and of
such Lender's intention to claim compensation therefor; provided further
that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the 180 day period referred to above shall be extended to include the
period of retroactive effect thereof.



     SECTION 2.16   Break
Funding Payments. In the event of (a) the payment of any principal of any Eurodollar
Loan other than on the last day of an Interest Period applicable thereto (including as a
result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on
the last day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Eurodollar Loan on 


-18-





the date specified in any notice delivered pursuant hereto (regardless
of whether such notice may be revoked under Section 2.11(c) and is revoked in accordance
therewith), or (d)  the assignment of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto as a result of a request by the Borrower
pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each
Lender for the loss, cost and expense attributable to such event. In the case of a
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an
amount determined by such Lender to be the excess, if any, of (i) the amount of interest
that such Lender would pay for a deposit equal to the principal amount of such Loan for
the period from the date of such payment, conversion, failure or assignment to the last
day of the then current Interest Period for such Loan (or, in the case of a failure to
borrow, convert or continue, the duration of the Interest Period that would have resulted
from such borrowing, conversion or continuation) if the interest rate payable on such
deposit were equal to the LIBO Rate for such Interest Period, over (ii) the amount of
interest that such Lender would earn on such principal amount for such period if such
Lender were to invest such principal amount for such period at the interest rate that
would be bid by such Lender (or an Affiliate of such Lender) for dollar deposits from
other banks in the Eurodollar market at the commencement of such period. A certificate of
any Lender setting forth any amount or amounts that such Lender is entitled to receive
pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender the amount shown as due on any such
certificate within 10 Business Days after receipt thereof.



     SECTION 2.17   Taxes.
(a) Any and all payments by or on account of any obligation of the Borrower hereunder
shall be made free and clear of and without deduction for any Indemnified Taxes or Other
Taxes; provided that if the Borrower shall be required to deduct any Indemnified
Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased
as necessary so that after making all required deductions (including deductions applicable
to additional sums payable under this Section) the Administrative Agent or Lender (as the
case may be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions and (iii) the
Borrower shall pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law. 



           (b)    In addition, the Borrower shall pay any
Other Taxes to the relevant Governmental Authority in accordance with applicable law.



           (c)    The Borrower shall indemnify the
Administrative Agent and each Lender, within 10 Business Days after written demand
therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the
Administrative Agent or such Lender, as the case may be, (including Indemnified Taxes or
Other Taxes imposed or asserted on or attributable to amounts payable under this Section)
and any penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to the Borrower by a Lender, or by the
Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive
absent manifest error. 



           (d)    As soon as practicable after any payment
of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the
Borrower shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of the
return reporting such payment or other evidence of such payment reasonably satisfactory to
the Administrative Agent.



           (e)    Any Foreign Lender that is entitled to
an exemption from or reduction of withholding tax under the law of the jurisdiction in
which the Borrower is located, or any treaty to which 


-19-





such jurisdiction is a party, with respect to payments under this
Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the
time or times prescribed by applicable law, such properly completed and executed
documentation prescribed by applicable law or reasonably requested by the Borrower as will
permit such payments to be made without withholding or at a reduced rate.



           (f)    If the Administrative Agent or a Lender
determines, in its sole discretion, that it has received a refund of any Taxes or Other
Taxes as to which it has been indemnified by the Borrower or with respect to which the
Borrower has paid additional amounts pursuant to this Section 2.17, it shall pay over such
refund to the Borrower (but only to the extent of indemnity payments made, or additional
amounts paid, by the Borrower under this Section 2.17 with respect to the Taxes or Other
Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative
Agent or such Lender and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund); provided, that the Borrower, upon the
request of the Administrative Agent or such Lender, agrees to repay the amount paid over
to the Borrower (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Administrative Agent or such Lender in the event the
Administrative Agent or such Lender is required to repay such refund to such Governmental
Authority. This Section shall not be construed to require the Administrative Agent or any
Lender to make available its tax returns (or any other information relating to its taxes
which it deems confidential) to the Borrower or any other Person. 



     SECTION 2.18 Payments
Generally; Pro Rata Treatment; Sharing of Set-offs.  (a)  The
Borrower shall make each payment required to be made by it hereunder (whether of
principal, interest, fees, or of amounts payable under Section 2.15, 2.16 or 2.17, or
otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately
available funds, without set-off or counterclaim. Any amounts received after such time on
any date may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating interest thereon.
All such payments shall be made to the Administrative Agent at its offices at 270 Park
Avenue, New York, New York, except that payments pursuant to Sections 2.15, 2.16, 2.17 and
9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent
shall distribute any such payments received by it for the account of any other Person to
the appropriate recipient promptly following receipt thereof. If any payment hereunder
shall be due on a day that is not a Business Day, the date for payment shall be extended
to the next succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments hereunder
shall be made in dollars.



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



           (c)    If any Lender shall, by exercising any
right of set-off or counterclaim or otherwise, obtain payment in respect of any principal
of or interest on any of its Loans resulting in such Lender receiving payment of a greater
proportion of the aggregate amount of its Loans and accrued interest thereon than the
proportion received by any other Lender, then the Lender receiving such greater proportion
shall purchase (for cash at face value) participations in the Loans of other Lenders to
the extent necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and accrued
interest on their respective Loans; provided that (i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent of such 


-20-





recovery, without interest, and (ii) the provisions of this paragraph
shall not be construed to apply to any payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its Loans to any
assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). The Borrower consents to the
foregoing and agrees, to the extent it may effectively do so under applicable law, that
any Lender acquiring a participation pursuant to the foregoing arrangements may exercise
against the Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrower in the amount of such
participation.



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



           (e)    If any Lender shall fail to make any
payment required to be made by it pursuant to Section 2.07(b) or 2.18(d), then the
Administrative Agent may, in its discretion (notwithstanding any contrary provision
hereof), apply any amounts thereafter received by the Administrative Agent for the account
of such Lender to satisfy such Lender's obligations under such Sections until all such
unsatisfied obligations are fully paid.



     SECTION 2.19   Mitigation
Obligations; Replacement of Lenders. (a)  If any Lender requests
compensation under Section 2.15, or if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to
designate a different lending office for funding or booking its Loans hereunder or to
assign its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be,
in the future and (ii) would not subject such Lender to any unreimbursed cost or expense
and would not otherwise be disadvantageous to such Lender. 



           (b)    If any Lender requests compensation
under Section 2.15, or if the Borrower is required to pay any additional amount to
any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 2.17, or if any Lender defaults in its obligation to fund Loans hereunder,
then the Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in Section 9.04), all its
interests, rights and obligations under this Agreement to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Borrower shall have received the prior written
consent of the Administrative Agent, which consent shall not unreasonably be withheld,
(ii) such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding principal
and accrued interest and fees) or the Borrower (in the case of all other amounts) and
(iii) in the case of any such assignment resulting from a claim for compensation
under Section 2.15 or payments required to be made pursuant to Section 2.17,
such assignment will result in a reduction in such compensation or payments. A Lender
shall not be required to make any such assignment and delegation 


-21-





if, prior thereto, as a result of a waiver by such Lender or otherwise,
the circumstances entitling the Borrower to require such assignment and delegation cease
to apply.



     SECTION 2.20   Extensions
of Termination Date; Removal of Lenders.  (a)  The Borrower may,
by written notice to the Administrative Agent (a "Notice of Extension")
given not less than 30 nor more than 45 days prior to the then effective Revolving Credit
Termination Date, advise the Lenders that it requests an extension of the then effective
Revolving Credit Termination Date (such then effective Revolving Credit Termination Date
being the "Existing Revolving Credit Termination Date") by 364 calendar
days, effective on the Existing Revolving Credit Termination Date. The Administrative
Agent will promptly, and in any event within five Business Days of the receipt of such
Notice of Extension, notify the Lenders of the contents of each such Notice of Extension.



           (b)  Each
Notice of Extension shall (i) be irrevocable and (ii) constitute a representation by the
Borrower that (A) neither any Event of Default nor any Default has occurred and is
continuing, and (B) the representations and warranties contained in Article III
are correct on and as of such date, as though made on and as of such date (unless any
representation and warranty expressly relates to an earlier date, in which case such
representation and warranty shall be correct as of such earlier date). In the event the
Existing Revolving Credit Termination Date is extended pursuant to the terms of this
Section 2.20, the Borrower shall be deemed to represent on and as of the effective date of
such extension that (i) neither any Event of Default nor any Default has occurred and is
continuing, and (ii) the representations and warranties contained in Article III
are correct on and as of such date, as though made on and as of such date (unless any
representation and warranty expressly relates to an earlier date, in which case such
representation and warranty shall be correct as of such earlier date).



           (c)  In
the event a Notice of Extension is given to the Administrative Agent as provided in
Section 2.20(a) and the Administrative Agent notifies a Lender of the contents thereof,
such Lender shall on or before the 20th day next preceding the Existing Revolving Credit
Termination Date advise the Administrative Agent in writing whether or not such Lender
consents to the extension requested thereby and if any Lender fails so to advise the
Administrative Agent, such Lender shall be deemed to have not consented to such extension.
If Lenders holding 80% or more of the sum of the aggregate Revolving Credit Exposures and
unused Commitments so consent (the "Consenting Lenders") to such
extension and any and all Lenders who have not consented (the "Non-Consenting
Lenders") are replaced pursuant to paragraph (d) or (e) of this Section 2.20 or
repaid pursuant to paragraph (f) of this Section 2.20, the Revolving Credit Termination
Date, and the Commitments of the Consenting Lenders and the Nominees (as defined below)
shall be automatically extended 364 calendar days from the Existing Revolving Credit
Termination Date, effective on the Existing Revolving Credit Termination Date. The
Administrative Agent shall promptly notify the Borrower and all of the Lenders of each
written notice of consent given pursuant to this Section 2.20(c).



           (d)  In
the event the Consenting Lenders hold less than 100% of the sum of the aggregate Revolving
Credit Exposures and unused Commitments, the Consenting Lenders, or any of them, shall
have the right (but not the obligation) to assume all or any portion of the Non-Consenting
Lenders' Commitments by giving written notice to the Borrower and the Administrative Agent
of their election to do so on or before the 15th day next preceding the Existing Revolving
Credit Termination Date, which notice shall be irrevocable and shall constitute an
undertaking to (i) assume, as of the close of business on the Existing Revolving Credit
Termination Date, all or such portion of the Commitments of the Non-Consenting Lenders, as
the case may be, as may be specified in such written notice, and (ii) purchase (without
recourse) from the Non-Consenting Lenders, at the close of business on the Existing
Revolving Credit Termination Date, the Credit Exposures outstanding on the Existing
Revolving Credit Termination Date that correspond to the portion of the Commitments to be
so assumed at a price equal to the sum of (x) the unpaid principal amount of all Loans so
purchased, plus (y) the aggregate amount, if any, 


-22-





previously funded by the transferor or any participations so purchased,
plus (z) all accrued and unpaid interest thereon. Such Commitments and Credit
Exposures, or portion thereof, to be assumed and purchased by Consenting Lenders shall be
allocated among those Consenting Lenders who have so elected to assume the same pro rata
in accordance with the respective Commitments of such Consenting Lenders as of the
Existing Revolving Credit Termination Date (provided, however, in no event shall a
Consenting Lender be required to assume and purchase an amount or portion of the
Commitments and Credit Exposures of the Non-Consenting Lenders in excess of the amount
which such Consenting Lender agreed to assume and purchase pursuant to the immediately
preceding sentence) or on such other basis as such Consenting Lender shall agree. The
Administrative Agent shall promptly notify the Borrower and the other Consenting Lenders
in the event it receives any notice from a Consenting Lender pursuant to this Section
2.20(d).



           (e) In
the event that the Consenting Lenders shall not elect as provided in Section 2.20(d) to
assume and purchase all of the Non-Consenting Lenders' Commitments and Credit Exposures,
the Borrower may designate, by written notice to the Administrative Agent and the
Consenting Lenders given on or before the tenth day next preceding the Existing Revolving
Credit Termination Date, one or more assignees not a party to this Agreement
(individually, a "Nominee" and collectively, the "Nominees")
to assume all or any portion of the Non-Consenting Lenders' Commitments not to be assumed
by the Consenting Lenders and to purchase (without recourse) from the Non-Consenting
Lenders all Credit Exposures outstanding at the close of business on the Existing
Revolving Credit Termination Date that corresponds to the portion of the Commitments so to
be assumed at the price specified in Section 2.20(d). Each assumption and purchase
under this Section 2.20(e) shall be effective as of the close of business on the Existing
Revolving Credit Termination Date when each of the following conditions has been satisfied
in a manner satisfactory to the Administrative Agent:



	     (i)    each Nominee and the
    Non-Consenting Lenders have executed an Assignment and Assumption pursuant to which such
    Nominee shall (A) assume in writing its share of the obligations of the Non-Consenting
    Lenders hereunder, including its share of the Commitments of the Non-Consenting Lenders
    and (B) agree to be bound as a Lender by the terms of this Agreement;

         (ii)    each Nominee shall have completed and delivered to the Administrative Agent an
    Administrative Questionnaire; and

         (iii)    the assignment
    shall otherwise comply with Section 9.04.






           (f) If all of the Commitments of the Non-Consenting Lenders are not replaced
on or before the Existing Revolving Credit Termination Date, then, at the Borrower's
option, either (i) all Commitments shall terminate on the Existing Revolving Credit
Termination Date or (ii) the Borrower shall give prompt notice of termination on the
Existing Revolving Credit Termination Date of the Commitments of each Non-Consenting
Lender not so replaced to the Administrative Agent, and shall prepay on the Existing
Revolving Credit Termination Date the Loans, if any, of such Non-Consenting Lenders, which
shall reduce the aggregate Commitments accordingly (to the extent not assumed), and the
Existing Revolving Credit Termination Date shall be extended in accordance with this
Section 2.20 for the remaining Commitments of the Consenting Lenders; provided, however,
that (A) Lenders having Revolving Credit Exposures and unused Commitments representing
more than 80% of the sum of the aggregate Revolving Credit Exposures and unused
Commitments have consented to such extension pursuant to Section 2.20(c) and (B) no Lender
after giving effect to the extension contemplated hereunder shall have more than 20% of
the aggregate Commitments without such Lender's prior written consent.


-23-






     SECTION 2.21   Conversion
to Term Loans.  At the option of the Borrower and subject to the
satisfaction of the conditions precedent for a Borrowing set forth in Section 4.02, upon
written notice delivered to the Administrative Agent no earlier than 60 days and no later
than one Business Day prior to the Revolving Credit Termination Date, the aggregate
principal amount of all, but not less than all, of the Revolving Loans remaining
outstanding at the close of the Administrative Agent's business on the Revolving Credit
Termination Date shall automatically convert to Term Loans with a maturity of one year.
Any portion of each Lender's Commitment not utilized on or before the Revolving Credit
Termination Date shall be permanently cancelled. Any Term Loans that are prepaid may not
be reborrowed.


 


ARTICLE III



Representations and Warranties



     The Borrower represents and
warrants to the Lenders that: 



     SECTION 3.01   Organization;
Powers.  Each of the Borrower and its Subsidiaries is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, has all requisite power and authority to carry on its business as now
conducted and, except where the failure to do so, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect, is qualified to do
business in, and is in good standing in, every jurisdiction where such qualification is
required. 



     SECTION 3.02   Authorization;
Enforceability.  The Transactions are within the Borrower's corporate powers
and have been duly authorized by all necessary corporate and, if required, stockholder
action. This Agreement has been duly executed and delivered by the Borrower and
constitutes a legal, valid and binding obligation of the Borrower, enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity or at
law.



     SECTION 3.03   Governmental
Approvals; No Conflicts.  The Transactions (a) do not require any consent or
approval of, registration or filing with, or any other action by, any Governmental
Authority, except such as have been obtained or made and are in full force and effect and
such matters relating to performance as would ordinarily be done in the ordinary course of
business after the Effective Date, (b) will not violate any applicable law or regulation
or any order of any Governmental Authority, (c) will not violate the charter, by-laws or
other organizational documents of the Borrower, (d) will not violate or result in a
default under any indenture, agreement or other instrument binding upon the Borrower or
any of its Subsidiaries or its assets, or give rise to a right thereunder to require any
payment to be made by the Borrower or any of its Subsidiaries, and (e) will not result in
the creation or imposition of any Lien on any asset of the Borrower or any of its
Subsidiaries, except for breaches, violations and defaults under clauses (b) and (d) that
neither individually nor in the aggregate could reasonably be expected to result in a
Material Adverse Effect.



     SECTION 3.04   Financial
Condition; No Material Adverse Change.  (a)  The consolidated
balance sheet of the Borrower and its Consolidated Subsidiaries and the related
consolidated statements of income, common stockholders equity and cash flows (i) as of and
for the fiscal year ended December 31, 2002, reported on by Pricewaterhouse Coopers LLP,
independent public accountants and set forth in the Borrower's 2002 Form 10-K, and (ii) as
of and for the fiscal quarter and the portion of the fiscal year 


-24-





ended June 30, 2003, set forth in the Borrower's latest Form 10-Q,
present fairly, in all material respects, the consolidated financial position and results
of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of such
dates and for such periods in accordance with GAAP, subject to year-end audit adjustments
and the absence of footnotes in the case of the statements referred to in clause (ii)
above.



           (b)    As of the Effective Date, since December
31, 2002, there has been no material adverse change in the business, assets, liabilities
(actual or contingent), operations, or financial condition of the Borrower and the
Subsidiaries taken as a whole.



     SECTION 3.05   Properties.
Each of the Borrower and the Subsidiaries has good title to, or valid leasehold or other
interests in, all its real and personal property material to its business, except for
Liens permitted pursuant to Section 6.02.



     SECTION 3.06   Litigation
and Environmental Matters. (a) Except as disclosed in the most recent Annual
Report on Form 10-K delivered by the Borrower to the Lenders prior to the date hereof,
there is no action, suit or proceeding by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Borrower, threatened against or
affecting the Borrower or any of the Subsidiaries (i) as to which there is a reasonable
possibility of an adverse determination and that, if adversely determined, could
reasonably be expected to result in a Material Adverse Effect or (ii) that involves this
Agreement or the Transactions.



           (b) In
the ordinary course of its business, the Borrower conducts an ongoing review of the effect
of Environmental Laws on the business, operations and properties of the Borrower and the
Subsidiaries, in the course of which it identifies and evaluates associated liabilities
and costs (including any capital or operating expenditures required for clean-up or
closure of properties currently or previously owned, any capital or operating expenditures
required to achieve or maintain compliance with environmental protection standards imposed
by law or as a condition of any license, permit or contract, any related constraints on
operating activities, including any periodic or permanent shutdown of any facility or
reduction in the level of or change in the nature of operations conducted threat, any
costs or liabilities in connection with off-site disposal of wastes or Hazardous
Materials, and any actual or potential liabilities to third parties, including employees,
and any related costs and expenses). On the basis of this review, the Borrower has
reasonably concluded that such associated liabilities and costs, including the costs of
compliance with Environmental Laws, are unlikely to result in a Material Adverse Effect.



     SECTION 3.07   Compliance
with Laws and Agreements.  Each of the Borrower and its Subsidiaries is in
compliance with all laws, regulations and orders of any Governmental Authority applicable
to it or its property and all indentures, agreements and other instruments binding upon it
or its property, except where the failure to do so, individually or in the aggregate for
the Borrower and its Subsidiaries, could not reasonably be expected to result in a
Material Adverse Effect. 



     SECTION 3.08   Investment
and Holding Company Status.  Neither the Borrower nor any of its
Subsidiaries is (a) an "investment company" as defined in, or subject to
regulation under, the Investment Company Act of 1940 or (b) a "holding
company" as defined in, or subject to regulation under, the Public Utility Holding
Company Act of 1935.



     SECTION 3.09   Taxes.  The
Borrower and the Subsidiaries have caused to be filed all federal income Tax returns and
other material Tax returns, statements and reports (or obtained extensions with respect
thereto) which are required to be filed and have paid or deposited or made adequate
provision in accordance with GAAP for the payment of all Taxes (including estimated Taxes
shown on such returns, statements and reports) which are shown to be due pursuant to such
returns, except for Taxes as are being 


-25-





contested in good faith by appropriate proceedings for which adequate
reserves have been established in accordance with GAAP and where the failure to pay such
Taxes (individually or in the aggregate for the Borrower and the Subsidiaries) would not
have a Material Adverse Effect.



     SECTION 3.10   ERISA.  Each
member of the ERISA Group has fulfilled its obligations under the minimum funding
standards of ERISA and the Code with respect to each Plan and is in compliance in all
material respects with the presently applicable provisions of ERISA and the Code with
respect to each Plan. No member of the ERISA Group has (i) sought a waiver of the minimum
funding standard under Section 412 of the Code in respect of any Plan, (ii) failed to make
any contribution or payment to any Plan or Multiemployer Plan or in respect of any Benefit
Arrangement, or made any amendment to any Plan or Benefit Arrangement, which has resulted
or could result in the imposition of a Lien or the posting of a bond or other security
under ERISA or the Code or (iii) incurred any liability under Title IV of ERISA other than
a liability to the PBGC for premiums under Section 4007 of ERISA, which waiver, failure or
liability could reasonably be expected to result in a Material Adverse Effect.



     SECTION 3.11   Disclosure.  All
information heretofore furnished by the Borrower to the Administrative Agent or any Lender
for purposes of or in connection with this Agreement or any transaction contemplated
hereby is, and all such information hereafter furnished by the Borrower to the
Administrative Agent or any Lender will be, true and accurate in all material respects on
the date as of which such information is stated or certified. None of the reports,
financial statements, certificates or other information furnished by or on behalf of the
Borrower to the Administrative Agent or any Lender in connection with the syndication or
negotiation of this Agreement or delivered hereunder (as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to state any
material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.


ARTICLE IV



Conditions



     SECTION 4.01  Effective
Date.  The obligations of the Lenders to make Loans hereunder shall not
become effective until the date on which each of the following conditions is satisfied (or
waived in accordance with Section 9.02):



           (a)    The Administrative Agent (or its
counsel) shall have received from each party hereto either (i) a counterpart of this
Agreement signed on behalf of such party or (ii) written evidence satisfactory to the
Administrative Agent (which may include telecopy transmission of a signed signature page
of this Agreement) that such party has signed a counterpart of this Agreement.



           (b)    The Administrative Agent shall have
received favorable written opinions (addressed to the Administrative Agent and the Lenders
and dated the Effective Date) of Polsinelli Shalton & Welte, P.C., Kansas counsel for
the Borrower, and Bracewell & Patterson, L.L.P., counsel for the Borrower,
substantially in the forms of Exhibit B-1 and B-2, and covering such other
matters relating to the Borrower, this Agreement or the Transactions as the Required
Lenders shall reasonably request. The Borrower hereby requests such counsels to deliver
such opinions.



           (c)    The Administrative Agent shall have
received such documents and certificates as the Administrative Agent or its counsel may
reasonably request relating to the organization, existence and good standing of the
Borrower, the authorization of the Transactions and any other legal matters relating to
the Borrower, this Agreement or the Transactions, all in form and substance satisfactory
to the Administrative Agent and its counsel.


-26-






           (d)    The Administrative Agent shall have
received a certificate, dated the Effective Date and signed by the President, a Vice
President or a Financial Officer of the Borrower, confirming compliance with the
conditions set forth in paragraphs (a) and (b) of Section 4.02.



           (e)    The Administrative Agent shall have
received all fees and other amounts due and payable on or prior to the Effective Date,
including, to the extent invoiced, reimbursement or payment of all reasonable
out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.


The Administrative Agent shall notify the Borrower and the Lenders of
the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the
foregoing, the obligations of the Lenders to make Loans hereunder shall not become
effective unless each of the foregoing conditions is satisfied (or waived pursuant to
Section 9.02) at or prior to 3:00 p.m., New York City time, on October 14, 2003. 



     SECTION 4.02   Each
Credit Event.  The obligation of each Lender to make a Loan on the occasion
of any Borrowing is subject to the satisfaction of the following conditions:



           (a)    The representations and warranties of
the Borrower set forth in this Agreement shall be true and correct on and as of the date
of such Borrowing (unless any representation and warranty expressly relates to an earlier
date, in which case such representation and warranty shall be correct as of such earlier
date).



           (b)    At the time of and immediately after
giving effect to such Borrowing, no Default shall have occurred and be continuing.


Each Borrowing shall be deemed to constitute a representation and
warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a)
and (b) of this Section.



     SECTION 4.03   Conditions
Precedent to Conversions. Notwithstanding the foregoing, the obligation of the Lenders
to convert or continue any existing Borrowing into or as a Eurodollar Borrowing is subject
to the condition precedent that on the date of such conversion or continuation no Default
or Event of Default shall have occurred and be continuing or would result from the making
of such conversion. The acceptance of the benefits of each such conversion or continuation
shall constitute a representation and warranty by the Borrower to each of the Lenders that
no Default or Event of Default shall have occurred and be continuing or would result from
the making of such conversion or continuation.


ARTICLE V



Affirmative Covenants



     Until the Commitments have expired
or been terminated and the principal of and interest on each Loan and all fees payable
hereunder shall have been paid in full, the Borrower covenants and agrees with the Lenders
that:



     SECTION 5.01  Financial
Statements; Ratings Change and Other Information.  The Borrower will furnish
to the Administrative Agent and each Lender:



           (a)    before the earlier of (i) 100 days
after the end of each fiscal year of the Borrower and (ii) 10 days after filing with the
Securities and Exchange Commission is required, its audited consolidated balance sheet and
related statements of operations, common stockholders' equity and cash flows as of the end
of and for such year, setting forth in each case in comparative form the figures for the 


-27-





previous fiscal year, all reported on by Pricewaterhouse Coopers L.L.P.
or other independent public accountants of recognized national standing (without a
"going concern" or like qualification or exception and without any qualification
or exception as to the scope of such audit) to the effect that such consolidated financial
statements present fairly in all material respects the financial condition and results of
operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in
accordance with GAAP consistently applied; provided, however, that (x) if the
Borrower has timely made its Annual Report on Form 10-K available on "EDGAR"
and/or on its home page on the worldwide web (at the date of this Agreement located at
http://www.kindermorgan.com) and complied with the last grammatical paragraph of this
Section 5.01 in respect thereof, and (y) if said Annual Report contains such consolidated
balance sheet and related statements of operations, common stockholders' equity and cash
flows, and the report thereon of such independent public accountants (without
qualification or exception, and to the effect, as specified above), then the Borrower
shall be deemed to have satisfied the requirements of this clause (a); 



           (b)    before the earlier of (i) 50 days
after the end of each of the first three fiscal quarters of each fiscal year of the
Borrower and (ii) five days after filing with the Securities and Exchange Commission is
required, its consolidated balance sheet and related statements of operations, common
stockholders' equity and cash flows as of the end of and for such fiscal quarter and the
then elapsed portion of the fiscal year, setting forth in each case in comparative form
the figures for the corresponding period or periods of (or, in the case of the balance
sheet, as of the end of) the previous fiscal year, all certified by one of its Financial
Officers as presenting fairly in all material respects the financial condition and results
of operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in
accordance with GAAP consistently applied, subject to normal year-end audit adjustments
and the absence of footnotes; provided, however, that (x) if the Borrower
has timely made its Quarterly Report on Form 10-Q available on "EDGAR" and/or on
its home page on the worldwide web (at the date of this Agreement located at http://www.kindermorgan.com)
and complied with the last grammatical paragraph of this Section 5.01 in respect
thereof, and (y) if said Quarterly Report contains such consolidated balance sheet and
related statements of operations, common stockholders' equity and cash flows, and such
certifications, then the Borrower shall be deemed to have satisfied the requirements of
this clause (b);



           (c)    concurrently with any delivery of
financial statements under clause (a) or (b) above, a certificate of a Financial
Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a
Default has occurred, specifying the details thereof and any action taken or proposed to
be taken with respect thereto, (ii) setting forth reasonably detailed calculations
demonstrating compliance with Section 6.01, and (iii) stating whether any change in
GAAP or in the application thereof that has an effect on the financial statements of the
Borrower or on the calculation of the financial covenants pursuant to Section 6.01 has
occurred since the date of the audited financial statements referred to in
Section 3.04 and, if any such change has occurred, specifying the effect of such
change on the financial statements accompanying such certificate or on such financial
covenant calculations;



           (d)    concurrently with any delivery of
financial statements under clause (a) above, a certificate (which certificate may be
limited to the extent required by accounting rules or guidelines) of the accounting firm
that reported on such financial statements stating (i) whether they obtained knowledge
during the course of their examination of such financial statements of any Default (provided,
however, that such accountants shall not be liable to anyone by reason of their
failure to obtain knowledge of any Default which would not be disclosed in the course of
an audit conducted in accordance with GAAP) and (ii) confirming the calculations set forth
in the certificate delivered simultaneously therewith pursuant to clause (c) above;



           (e)    without duplication of any other
requirement of this Section 5.01, promptly after the same become publicly available,
copies of all periodic and other reports, proxy statements and other 


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materials filed by the Borrower or any Subsidiary with the Securities
and Exchange Commission, or any Governmental Authority succeeding to any or all of the
functions of said Commission, or with any national securities exchange, or distributed by
the Borrower to its shareholders generally, as the case may be;



           (f)    promptly after Moody's or S&P shall
have announced a change in the rating established or deemed to have been established for
the Index Debt, written notice of such rating change; 



           (g)    within five Business Days after any
officer of the Borrower obtains knowledge of any Default, if such Default is then
continuing, a certificate of the Financial Officer of the Borrower setting forth the
details thereof and the action which the Borrower is taking or proposes to take with
respect thereto; and



           (h)    promptly following any request therefor,
such other information regarding the operations, business affairs and financial condition
of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the
Administrative Agent or any Lender may reasonably request.


Information required to be delivered pursuant to Section 5.01(a),
5.01(b), or 5.01(e) above shall be deemed to have been delivered on the date on which the
Borrower provides notice to the Administrative Agent that such information has been posted
on "EDGAR" or the Borrower's website or another website identified in such
notice and accessible by the Administrative Agent and the Lenders without charge (and the
Borrower hereby agrees to provide such notice); provided that such notice may be included
in a certificate delivered pursuant to Section 5.01(c).



     SECTION 5.02  Notices
of Material Events.  The Borrower will furnish to the Administrative Agent
and each Lender prompt written notice of the following:



           (a)    if and when any member of the ERISA
Group (i) gives or is required to give notice to the PBGC of any "reportable event"
(as defined in Section 4043 of ERISA) (other than such event as to which the 30-day
notice requirement is waived) with respect to any Plan which might constitute grounds for
a termination of such Plan under Title IV of ERISA, or knows that the plan administrator
of any Plan has given or is required to give notice of any such reportable event, a copy
of the notice of such reportable event given or required to be given to the PBGC; (ii)
receives notice of complete or partial withdrawal liability under Title IV of ERISA or
notice that any Multiemployer Plan is in reorganization, is insolvent or has been
terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of
ERISA of an intent to terminate, impose liability (other than for premiums under Section
4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such
notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the
Code, a copy of such application; (v) gives notice of intent to terminate any Plan under
Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC;
(vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of
such notice; or (vii) fails to make any payment or contribution to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any
Plan or Benefit Arrangement which has resulted or could result in the imposition of a Lien
or the posting of a bond or other security in an amount that could reasonably be expected
to have a Material Adverse Effect, a certificate of the chief financial officer or the
chief accounting officer of the Borrower setting forth details as to such occurrence and
action, if any, which the Borrower or applicable member of the ERISA Group is required or
proposes to take; and



           (b)    any other development that results in,
or could reasonably be expected to result in, a Material Adverse Effect.


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Each notice delivered under this Section shall be accompanied by a
statement of a Financial Officer or other executive officer of the Borrower setting forth
the details of the event or development requiring such notice and any action taken or
proposed to be taken with respect thereto.



     SECTION 5.03  Existence;
Conduct of Business.  The Borrower will, and will cause each of its Material
Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep
in full force and effect its legal existence and the rights, licenses, permits, privileges
and franchises material to the conduct of its business; provided that the foregoing
shall not prohibit any merger, consolidation, liquidation or dissolution permitted under
Section 6.03.



     SECTION 5.04  Payment
of Obligations.  The Borrower will, and will cause each of its Subsidiaries
to, before the same shall become delinquent or in default, pay its obligations, including
Tax liabilities, that, if not paid, could result in a Material Adverse Effect except where
(a) the validity or amount thereof is being contested in good faith by appropriate
proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate
reserves with respect thereto in accordance with GAAP and (c) the failure to make payment
pending such contest could not reasonably be expected to result in a Material Adverse
Effect.



     SECTION 5.05  Maintenance
of Properties; Insurance.  The Borrower will, and will cause each of its
Material Subsidiaries to, (a) keep and maintain all property material to the conduct
of its business in good working order and condition, ordinary wear and tear excepted, and
(b) maintain, with financially sound and reputable insurance companies, insurance in
such amounts and against such risks as are customarily maintained by companies engaged in
the same or similar businesses operating in the same or similar locations.



     SECTION 5.06  Books
and Records; Inspection Rights.  The Borrower will, and will cause each of
its Subsidiaries to, keep proper books of record and account in which full, true and
correct entries are made of all dealings and transactions in relation to its business and
activities. The Borrower will, and will cause each of its Subsidiaries to, permit any
representatives designated by the Administrative Agent or any Lender, upon reasonable
prior notice during normal business hours, to visit and inspect its properties, to examine
and make extracts from its books and records (subject to compliance with confidentiality
agreements and applicable copyright law), and to discuss its affairs, finances and
condition with its officers and independent accountants, all at such reasonable times and
as often as reasonably requested.



     SECTION 5.07  Compliance
with Laws.  The Borrower will, and will cause each of its Subsidiaries to,
comply with all laws, rules, regulations and orders of any Governmental Authority
applicable to it or its property, except where the failure to do so, individually or in
the aggregate, could not reasonably be expected to result in a Material Adverse Effect.



     SECTION 5.08  Use of
Proceeds.  The proceeds of the Loans will be used only for (a) payment in
full of all amounts owing under the Existing 364-Day Credit Agreement, (b) working
capital, and (c) general lawful corporate purposes, including but not limited to providing
liquidity for commercial paper backup. No part of the proceeds of any Loan will be used,
whether directly or indirectly, for any purpose that entails a violation of any of the
Regulations of the Board, including Regulations U and X. 


-30-





 


ARTICLE VI



Negative Covenants



Until the Commitments have expired or terminated and the principal of
and interest on each Loan and all fees payable hereunder have been paid in full, the
Borrower covenants and agrees with the Lenders that:



     SECTION 6.01  Financial
Covenants. 



           (a)    Indebtedness.



	          (i)    Consolidated
    Indebtedness of the Borrower.  The Consolidated Indebtedness of the Borrower
    shall at no time exceed 65.0% of the Consolidated Total Capitalization of the Borrower.

              (ii)    Total Consolidated Indebtedness of Consolidated Subsidiaries. The
    aggregate Indebtedness of all Consolidated Subsidiaries of the Borrower (excluding
    Indebtedness of a Consolidated Subsidiary of the Borrower to the Borrower or to another
    Consolidated Subsidiary of the Borrower) shall at no time exceed 10% of the Consolidated
    Indebtedness of the Borrower.

              (iii)    Consolidated
    Indebtedness of Material Subsidiaries.  The Consolidated Indebtedness of
    each Material Subsidiary shall at no time exceed 65.0% of the Consolidated Total
    Capitalization of such Material Subsidiary.






           (b)    Minimum Net
Worth. The Consolidated Net Worth of the Borrower will at no time be less than an
amount equal to the sum of (a) $1,700,000,000 plus (b) 50% of Consolidated Net Income for
each fiscal quarter of the Borrower ending on or after September 30, 2002 (but only if
such Consolidated Net Income for such fiscal quarter is a positive amount).



     SECTION 6.02  Liens.  The
Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit
to exist any Lien on any property or asset now owned or hereafter acquired by it, or
assign or sell any income or revenues (including accounts receivable) or rights in respect
of any thereof, except:



           (a)    Permitted Encumbrances;



           (b)    any Lien existing on any property or
asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on
any property or asset of any Person that becomes a Subsidiary after the date hereof prior
to the time such Person becomes a Subsidiary; provided that (i) such Lien is
not created in contemplation of or in connection with such acquisition or such Person
becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any
other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall
secure only those obligations which it secures on the date of such acquisition or the date
such Person becomes a Subsidiary, as the case may be and extensions, renewals and
replacements thereof that do not increase the outstanding principal amount thereof;



           (c)    Liens arising in the ordinary course of
its business which (i) do no secure Indebtedness or Hedging Agreements, (ii) do not secure
obligations in an aggregate amount exceeding $150,000,000 and (iii) do not in the
aggregate materially detract from the value of its assets or materially impair the use
thereof in the operation of its business;


-31-






           (d)    Liens on cash and cash equivalents
securing Hedging Agreements, provided that the aggregate amount of cash and cash
equivalents subject to such Liens may at no time exceed $75,000,000; and



           (e)    Liens not otherwise permitted by the
foregoing clauses of this Section securing Indebtedness in an aggregate principal or face
amount at any date not to exceed 10% of Consolidated Net Worth of the Borrower.



     SECTION 6.03  Fundamental
Changes.  (a) The Borrower will not, and will not permit any Subsidiary
to, merge into or consolidate with any other Person, or permit any other Person to merge
into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one
transaction or in a series of transactions) all or substantially all of its assets, or all
or substantially all of the Equity Interests of any of its Subsidiaries (in each case,
whether now owned or hereafter acquired), or liquidate or dissolve, except that if at the
time thereof and immediately after giving effect thereto no Default shall have occurred
and be continuing (i) if the Borrower is involved in any such transaction, (x) any
Person may merge into the Borrower in a transaction in which the Borrower is the surviving
corporation, or (y) if the Borrower is not the surviving entity, (A) the Person formed by
or surviving such transaction or the recipient of any such sale, transfer, lease or other
disposition of assets, assumes all Obligations, (B) the Person formed by or surviving such
transaction or the recipient of any such sale, transfer lease or other disposition, is
organized under the laws of the United States or any state thereof, and (C) the Borrower
has delivered to the Administrative Agent an officer's certificate and an opinion of
counsel, each stating that such consolidation, merger, transfer, lease or other
disposition complies with the provisions hereof. (ii) any Person may merge into any
Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any
Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or
to another Subsidiary and (iv) any Subsidiary may liquidate or dissolve if the Borrower
determines in good faith that such liquidation or dissolution is in the best interests of
the Borrower and such liquidation or dissolution is not materially disadvantageous to the
Lenders.



           (b)    The Borrower will not, and will not
permit any of its Material Subsidiaries to, engage to any material extent in any business
other than businesses of the type conducted by the Borrower and its Subsidiaries on the
date of execution of this Agreement and businesses reasonably related thereto.



     SECTION 6.04  Transactions
with Affiliates.  The Borrower will not, and will not permit any of the
Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase,
lease or otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) in the ordinary course of business at
prices and on terms and conditions not less favorable to the Borrower or such Subsidiary
than could be obtained on an arm's-length basis from unrelated third parties and (b)
transactions between or among the Borrower and the wholly-owned Subsidiaries not involving
any other Affiliate.



     SECTION 6.05  Capital
Lease Obligations.  The Borrower will not, and will not permit any of the
Subsidiaries to, incur any Capital Lease Obligations if, after giving effect to the
incurrence of such Capital Lease Obligations, the aggregate principal amount of all
outstanding Capital Lease Obligations of the Borrower and the Subsidiaries would exceed
$500,000,000.


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ARTICLE VII



Events of Default



     If any of the following events
("Events of Default") shall occur:



           (a)    the Borrower shall fail to pay any
principal of any Loan when and as the same shall become due and payable, whether at the
due date thereof or at a date fixed for prepayment thereof or otherwise; 



           (b)    the Borrower shall fail to pay any
interest on any Loan or any fee or any other amount (other than an amount referred to in
clause (a) of this Article) payable under this Agreement, when and as the same shall
become due and payable, and such failure shall continue unremedied for a period of three
Business Days;



           (c)    any representation or warranty made or
deemed made by or on behalf of the Borrower or any Subsidiary in or in connection with
this Agreement or any amendment or modification hereof or waiver hereunder, or in any
report, certificate, financial statement or other document furnished pursuant to or in
connection with this Agreement or any amendment or modification hereof or waiver
hereunder, shall prove to have been incorrect in any material respect when made or deemed
made;



           (d)    the Borrower shall fail to observe or
perform any covenant, condition or agreement contained in Section 5.01(g), 5.03 (with
respect to the Borrower's existence) or 5.08 or in Article VI;



           (e)    the Borrower shall fail to observe or
perform any covenant, condition or agree-ment contained in this Agreement (other than
those specified in clause (a), (b) or (d) of this Article), and such failure shall
continue unremedied for a period of 30 days after the earlier of (i) written notice
thereof from the Administrative Agent to the Borrower (which notice will be given at the
request of any Lender) or (ii) a Responsible Officer of the Borrower becomes aware of such
failure; 



           (f)    any Subsidiary shall fail to make
any payment (whether of principal or interest and regardless of amount) in respect of any
Material Indebtedness, when and as the same shall become due and payable or within any
applicable grace period (not to exceed 30 days);



           (g)    any event or condition occurs that
results in the acceleration of the maturity of any Material Indebtedness or requires the
prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity
of any Material Indebtedness; provided that this clause (g) shall not apply to
secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the
property or assets securing such Indebtedness so long as such Indebtedness is paid in full
when due;



           (h)    an involuntary proceeding shall be
commenced or an involuntary petition shall be filed seeking (i) liquidation,
reorganization or other relief in respect of the Borrower or any Material Subsidiary or
its debts, or of a substantial part of its assets, under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect or
(ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Borrower or any Material Subsidiary or for a substantial part of
its assets, and, in any such case, such proceeding or petition shall continue undismissed
for 60 days or an order or decree approving or ordering any of the foregoing shall be
entered;


-33-






           (i)    the Borrower or any Material Subsidiary
shall (i) voluntarily commence any proceeding or file any petition seeking
liquidation, reorganization or other relief under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect,
(ii) consent to the institution of, or fail to contest in a timely and appropriate
manner, any proceeding or petition described in clause (h) of this Article,
(iii) apply for or consent to the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for the Borrower or any Material Subsidiary
or for a substantial part of its assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a general
assignment for the benefit of creditors or (vi) take any action for the purpose of
effecting any of the foregoing;



           (j)    the Borrower or any Material Subsidiary
shall become unable, admit in writing its inability or fail generally to pay its material
debts as they become due;



           (k)    one or more judgments for the payment of
money in an aggregate amount in excess of $75,000,000 shall be rendered against the
Borrower, any Subsidiary or any combination thereof and the same shall remain undischarged
for a period of 30 consecutive days during which execution shall not be effectively
stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon
any assets of the Borrower or any Subsidiary to enforce any such judgment;



           (l)    any member of the ERISA Group shall fail
to pay when due an amount which it shall have become liable to pay under Title IV of
ERISA; or notice of intent to terminate a Plan shall be filed under Title IV of ERISA by
any member of the ERISA Group, any plan administrator or any combination of the foregoing;
or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose
liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause
a trustee to be appointed to administer any Plan; or a condition shall exist by reason of
which the PBGC would be entitled to obtain a decree adjudicating that any Plan must be
terminated; or there shall occur a complete or partial withdrawal from, or a default,
within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more
Multiemployer Plans which could cause one or more members of the ERISA Group to incur a
current payment obligation; and in each of the foregoing instances such condition could
reasonably be expected to result in a Material Adverse Effect; or



           (m)    a Change in Control shall occur;


then, and in every such event (other than an event with respect to the
Borrower described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the request of
the Required Lenders shall, by notice to the Borrower, take either or both of the
following actions, at the same or different times:  (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and
(ii) declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter be
declared to be due and payable), and thereupon the principal of the Loans so declared to
be due and payable, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall become due and payable immediately,
without presentment, demand, protest or other notice of any kind, all of which are hereby
waived by the Borrower; and in case of any event with respect to the Borrower described in
clause (h) or (i) of this Article, the Commitments shall automatically terminate and the
principal of the Loans then outstanding, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall automatically become
due and payable, without presentment, demand, protest or other notice of any kind, all of
which are hereby waived by the Borrower.


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ARTICLE VIII



The Administrative Agent



     Each of the Lenders hereby
irrevocably appoints the Administrative Agent as its agent and authorizes the
Administrative Agent to take such actions on its behalf and to exercise such powers as are
delegated to the Administrative Agent by the terms hereof, together with such actions and
powers as are reasonably incidental thereto.



     The bank serving as the
Administrative Agent hereunder shall have the same rights and powers in its capacity as a
Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent, and such bank and its Affiliates may accept deposits from, lend
money to and generally engage in any kind of business with the Borrower or any Subsidiary
or other Affiliate thereof as if it were not the Administrative Agent hereunder.



     The Administrative Agent shall not
have any duties or obligations except those expressly set forth herein. Without limiting
the generality of the foregoing, (a) the Administrative Agent shall not be subject to
any fiduciary or other implied duties, regardless of whether a Default has occurred and is
continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary rights and
powers expressly contemplated hereby that the Administrative Agent is required to exercise
in writing as directed by the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section 9.02), and
(c) except as expressly set forth herein, the Administrative Agent shall not have any duty
to disclose, and shall not be liable for the failure to disclose, any information relating
to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank
serving as Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it with the
consent or at the request of the Required Lenders (or such other number or percentage of
the Lenders as shall be necessary under the circumstances as provided in
Section 9.02) or in the absence of its own gross negligence or willful misconduct.
The Administrative Agent shall be deemed not to have knowledge of any Default unless and
until written notice thereof is given to the Administrative Agent by the Borrower or a
Lender, and the Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement, (ii) the contents of any certificate, report or other
document delivered hereunder or in connection herewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set forth
herein, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement or any other agreement, instrument or document, or (v) the satisfaction of
any condition set forth in Article IV or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Administrative Agent. 



     The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any notice,
request, certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by telephone
and believed by it to be made by the proper Person, and shall not incur any liability for
relying thereon. The Administrative Agent may consult with legal counsel (who may be
counsel for the Borrower), independent accountants and other experts selected by it, and
shall not be liable for any action taken or not taken by it in accordance with the advice
of any such counsel, accountants or experts.



     The Administrative Agent may
perform any and all its duties and exercise its rights and powers by or through any one or
more sub-agents appointed by the Administrative Agent. The Administrative Agent and any
such sub-agent may perform any and all its duties and exercise its rights and powers 


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through their respective Related Parties. The exculpatory provisions of
the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of
the Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided for herein
as well as activities as Administrative Agent.



     Subject to the appointment and
acceptance of a successor Administrative Agent as provided in this paragraph, the
Administrative Agent may resign at any time by notifying the Lenders and the Borrower.
Upon any such resignation, the Required Lenders shall have the right, in consultation with
the Borrower, to appoint a successor. If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after the
retiring Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative
Agent which shall be a bank with an office in New York, New York, or an Affiliate of any
such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a
successor, such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations hereunder. The
fees payable by the Borrower to a successor Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed between the Borrower and such
successor. After the Administrative Agent's resignation hereunder, the provisions of this
Article and Section 9.03 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in respect of
any actions taken or omitted to be taken by any of them while it was acting as
Administrative Agent.



     Each Lender acknowledges that it
has, independently and without reliance upon the Administrative Agent or any other Lender
and based on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender also acknowledges
that it will, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking action under
or based upon this Agreement, any related agreement or any document furnished hereunder or
thereunder.


ARTICLE IX



Miscellaneous



     SECTION 9.01  Notices.  (a)
Except in the case of notices and other communications expressly permitted to be given by
telephone (and subject to paragraph (b) below), all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopy, as follows:



	          (i)    if to the Borrower, to
    it at One Allen Center, 500 Dallas, Suite 1000, Houston, Texas 77002, Attention of Park
    Shaper (Telecopy No. (713) 495-2782);

              (ii)    if to the Administrative Agent, to it at 2 Penns Way, Suite 200, New Castle,
    Delaware 19720, Attention of Janet Wallace (Telecopy No. (212) 994-0961), with a copy to
    1200 Smith Street, Suite 2000, Houston, Texas 77002, Attention of Joronne Jeter (Telecopy
    No. (713) 654-2849);

              (iii)    if to any other
    Lender, to it at its address (or telecopy number) set forth in its Administrative
    Questionnaire.






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           (b)    Notices and other communications to the
Lenders hereunder may be delivered or furnished by electronic communications pursuant to
procedures approved by the Administrative Agent; provided that the foregoing shall not
apply to notices pursuant to Article II unless otherwise agreed by the Administrative
Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it; provided that approval of such
procedures may be limited to particular notices or communications. 



           (c)    Any party hereto may change its address
or telecopy number for notices and other communications hereunder by notice to the other
parties hereto. All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been given on the
date of receipt.



     SECTION 9.02  Waivers;
Amendments.  (a)  No failure or delay by the Administrative Agent
or any Lender in exercising any right or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power, preclude any
other or further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are
not exclusive of any rights or remedies that they would otherwise have. No waiver of any
provision of this Agreement or consent to any departure by the Borrower therefrom shall in
any event be effective unless the same shall be permitted by paragraph (b) of this
Section, and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. Without limiting the generality of the foregoing, the
making of a Loan shall not be construed as a waiver of any Default, regardless of whether
the Administrative Agent or any Lender may have had notice or knowledge of such Default at
the time.



           (b)    Neither this Agreement nor any provision
hereof may be waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Borrower and the Required Lenders or by the Borrower and the
Administrative Agent with the consent of the Required Lenders; provided that no
such agreement shall (i) increase the Commitment of any Lender without the written consent
of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of
interest thereon, or reduce any fees payable hereunder, without the written consent of
each Lender affected thereby, (iii) postpone the scheduled date of payment of the
principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or
reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of
expiration of any Commitment, without the written consent of each Lender affected thereby,
(iv) change Section 2.18(b) or (c) in a manner that would alter the pro rata sharing of
payments required thereby, without the written consent of each Lender, or (v) change any
of the provisions of this Section or the definition of "Required Lenders" or any
other provision hereof specifying the number or percentage of Lenders required to waive,
amend or modify any rights hereunder or make any determination or grant any consent
hereunder, without the written consent of each Lender; provided further that
no such agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent hereunder without the prior written consent of the Administrative
Agent.



     SECTION 9.03  Expenses;
Indemnity; Damage Waiver.  (a)  The Borrower shall pay (i) all
reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,
including the reasonable fees, charges and disbursements of counsel for the Administrative
Agent, in connection with the syndication of the credit facilities provided for herein,
the preparation and administration of this Agreement or any amendments, modifications or
waivers of the provisions hereof, and (ii) all out-of-pocket expenses incurred by the
Administrative Agent or any Lender, including the fees, charges and disbursements of any
counsel for the Administrative Agent or any Lender, in connection with the enforcement or
protection of its rights in connection with this Agreement, including its rights under
this 


-37-





Section, or in connection with the Loans made hereunder, including all
such out-of-pocket expenses incurred during any workout, restructuring or negotiations in
respect of such Loans. 



           (b)    The Borrower shall indemnify the
Administrative Agent and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an "Indemnitee") against, and hold
each Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses, including the fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection
with, or as a result of (i) the execution or delivery of this Agreement or any
agreement or instrument contemplated hereby, the performance by the parties hereto of
their respective obligations hereunder or the consummation of the Transactions or any
other transactions contemplated hereby, (ii) any Loan or the use of the proceeds
therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on
or from any property owned or operated by the Borrower or any of its Subsidiaries, or any
Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or
(iv) any actual or prospective claim, litigation, investigation or proceeding relating to
any of the foregoing, whether based on contract, tort or any other theory and regardless
of whether any Indemnitee is a party thereto; provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent jurisdiction by
final and nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee.



           (c)    To the extent that the Borrower fails to
pay any amount required to be paid by it to the Administrative Agent under paragraph (a)
or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent
such Lender's Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided
that the unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the Administrative Agent
in its capacity as such.



           (d)    To the extent permitted by applicable
law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee,
on any theory of liability, for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement or any agreement or instrument contemplated hereby, the Transactions,
any Loan or the use of the proceeds thereof.



           (e)    All amounts due under this Section shall
be payable not later than thirty days after written demand therefor.



     SECTION 9.04  Successors
and Assigns.  (a)  The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that (i) the Borrower may not assign or
otherwise transfer any of its rights or obligations hereunder without the prior written
consent of each Lender (and any attempted assignment or transfer by the Borrower without
such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer
its rights or obligations hereunder except in accordance with this Section. Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any Person (other
than the parties hereto, their respective successors and assigns permitted hereby,
Participants (to the extent provided in paragraph (c) of this Section) and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of this
Agreement.



           (b)    (i) Subject to the conditions set forth
in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a
portion of its rights and obligations under this Agreement 


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(including all or a portion of its Commitment and the
Loans at the time owing to it) with the prior written consent (such consent not to be
unreasonably withheld) of:



	                (A) the Borrower, provided that no consent of the Borrower shall be
    required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if
    an Event of Default has occurred and is continuing, any other assignee; and

                    (B)
    the Administrative Agent, provided that no consent of the Administrative Agent
    shall be required for an assignment of any Commitment to an assignee that is a Lender with
    a Commitment immediately prior to giving effect to such assignment.

              (ii)    Assignments shall be subject to the
    following additional conditions:

                    (A)
    except in the case of an assignment to a Lender or an Affiliate of a Lender or an
    assignment of the entire remaining amount of the assigning Lender's Commitment or Loans,
    the amount of the Commitment or Loans of the assigning Lender subject to each such
    assignment (determined as of the date the Assignment and Assumption with respect to such
    assignment is delivered to the Administrative Agent) shall not be less than $5,000,000
    unless each of the Borrower and the Administrative Agent otherwise consent, provided
    that no such consent of the Borrower shall be required if an Event of Default under clause
    (a), (b), (h) or (i) of Article VII has occurred and is continuing;

                    (B)
    each partial assignment shall be made as an assignment of a proportionate part of all the
    assigning Lender's rights and obligations under this Agreement;

                    (C)
    the parties to each assignment shall execute and deliver to the Administrative Agent an
    Assignment and Assumption, together with a processing and recordation fee of $3,500; and

                    (D)
    the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an
    Administrative Questionnaire.

    

    For the purposes of this Section 9.04(b), the term "Approved Fund" has
    the following meaning:

      






	     "Approved Fund" means any Person (other than a natural person)
    that is engaged in making, purchasing, holding or investing in bank loans and similar
    extensions of credit in the ordinary course of its business and that is administered or
    managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of
    an entity that administers or manages a Lender.

              (iii)    Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of
    this Section, from and after the effective date specified in each Assignment and
    Assumption the assignee thereunder shall be a party hereto and, to the extent of the
    interest assigned by such Assignment and Assumption, have the rights and obligations of a
    Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of
    the interest assigned by such Assignment and Assumption, be released from its obligations
    under this Agreement (and, in the case of an Assignment and






  -39-







	Assumption covering all of the
    assigning Lender's rights and obligations under this Agreement, such Lender shall cease to
    be a party hereto but shall continue to be entitled to the benefits of Sections 2.15,
    2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations
    under this Agreement that does not comply with this Section 9.04 shall be treated for
    purposes of this Agreement as a sale by such Lender of a participation in such rights and
    obligations in accordance with paragraph (c) of this Section.

              (iv)    The Administrative Agent, acting for this purpose as an agent of the Borrower,
    shall maintain at one of its offices a copy of each Assignment and Assumption delivered to
    it and a register for the recordation of the names and addresses of the Lenders, and the
    Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the
    terms hereof from time to time (the "Register"). The entries in the Register
    shall be conclusive and the Borrower, the Administrative Agent and the Lenders may treat
    each Person whose name is recorded in the Register pursuant to the terms hereof as a
    Lender hereunder for all purposes of this Agreement, notwithstanding notice to the
    contrary. The Register shall be available for inspection by the Borrower and any Lender,
    at any reasonable time and from time to time upon reasonable prior notice.

              (v)    Upon its receipt of a duly completed Assignment and Assumption executed by an
    assigning Lender and an assignee, the assignee's completed Administrative Questionnaire
    (unless the assignee shall already be a Lender hereunder), the processing and recordation
    fee referred to in paragraph (b) of this Section and any written consent to such
    assignment required by paragraph (b) of this Section, the Administrative Agent shall
    accept such Assignment and Assumption and record the information contained therein in the
    Register. No assignment shall be effective for purposes of this Agreement unless it has
    been recorded in the Register as provided in this paragraph.






           (c)    (i)  Any
Lender may, without the consent of the Borrower or the Administrative Agent, sell
participations to one or more banks or other entities (a "Participant")
in all or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it); provided
that (A) such Lender's obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (C) the Borrower, the Administrative Agent and
the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any agreement
or instrument pursuant to which a Lender sells such a participation shall provide that
such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that
such agreement or instrument may provide that such Lender will not, without the consent of
the Participant, agree to any amendment, modification or waiver described in the first
proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of
this Section, the Borrower agrees that each Participant shall be entitled to the benefits
of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to paragraph (b) of this Section, and be indemnified
under Section 9.03 as if it were a Lender. To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 9.08 as though it were
a Lender, provided such Participant agrees to be subject to Section 2.18(c) as though it
were a Lender.



	          (ii)    A Participant shall
    not be entitled to receive any greater payment under Section 2.15 or 2.17 than the
    applicable Lender would have been entitled to receive with respect to the participation
    sold to such Participant, unless the sale of the 






-40-






	participation to such
    Participant is made with the Borrower's prior written consent. A Participant that would be
    a Foreign Lender if it were a Lender shall not be entitled to the benefits of
    Section 2.17 unless the Borrower is notified of the participation sold to such
    Participant and such Participant agrees, for the benefit of the Borrower, to comply with
    Section 2.17(e) as though it were a Lender.






           (d)    Any Lender may
at any time pledge or assign a security interest in all or any portion of its rights under
this Agreement to secure obligations of such Lender, including without limitation any
pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section
shall not apply to any such pledge or assignment of a security interest; provided
that no such pledge or assignment of a security interest shall release a Lender from any
of its obligations hereunder or substitute any such pledgee or assignee for such Lender as
a party hereto.



     SECTION 9.05  Survival.  All
covenants, agreements, representations and warranties made by the Borrower herein and in
the certificates or other instruments delivered in connection with or pursuant to this
Agreement shall be considered to have been relied upon by the other parties hereto and
shall survive the execution and delivery of this Agreement and the making of any Loans,
regardless of any investigation made by any such other party or on its behalf and
notwithstanding that the Administrative Agent or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid and so long as the Commitments have not expired or
terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall
survive and remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans and the Commitments or the
termination of this Agreement or any provision hereof.



     SECTION 9.06  Counterparts;
Integration; Effectiveness.  This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single
contract. This Agreement and any separate letter agreements with respect to fees payable
to the Administrative Agent constitute the entire contract among the parties relating to
the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except as provided
in Section 4.01, this Agreement shall become effective when it shall have been executed by
the Administrative Agent and when the Administrative Agent shall have received
counterparts hereof which, when taken together, bear the signatures of each of the other
parties hereto, and thereafter shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be effective as
delivery of a manually executed counterpart of this Agreement.



     SECTION 9.07  Severability.  Any
provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.



     SECTION 9.08  Right
of Setoff.  If an Event of Default shall have occurred and be continuing,
each Lender and each of its Affiliates is hereby authorized at any time and from time to
time, to the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and other
obligations at any time owing by such Lender or Affiliate to or for the credit or the
account of the Borrower against any of and all the obligations of the Borrower now or
hereafter existing under this Agreement held by such Lender, irrespective of whether or
not such 


-41-





Lender shall have made any demand under this Agreement and although
such obligations may be unmatured. The rights of each Lender under this Section are in
addition to other rights and remedies (including other rights of setoff) which such Lender
may have.



     SECTION 9.09  Governing
Law; Jurisdiction; Consent to Service of Process.  (a)  This Agreement
shall be construed in accordance with and governed by the law of the State of New York.



           (b)    The Borrower hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of
the Supreme Court of the State of New York sitting in New York County and of the United
States District Court of the Southern District of New York, and any appellate court from
any thereof, in any action or proceeding arising out of or relating to this Agreement, or
for recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in
this Agreement shall affect any right that the Administrative Agent or any Lender may
otherwise have to bring any action or proceeding relating to this Agreement against the
Borrower or its properties in the courts of any jurisdiction.



           (c)    The Borrower hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in any court referred to in
paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to
the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.



           (d)    Each party to this Agreement irrevocably
consents to service of process in the manner provided for notices in Section 9.01.
Nothing in this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.



     SECTION 9.10  WAIVER
OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



     SECTION 9.11  Headings.  Article
and Section headings and the Table of Contents used herein are for convenience of
reference only, are not part of this Agreement and shall not affect the construction of,
or be taken into consideration in interpreting, this Agreement.



     SECTION 9.12  Confidentiality.  Each
of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to its
and its Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom such
disclosure is made 


-42-





will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested by any
regulatory authority, (c) to the extent required by applicable laws or regulations or
by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in
connection with the exercise of any remedies hereunder or any suit, action or proceeding
relating to this Agreement or the enforcement of rights hereunder, (f) subject to an
agreement containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant in, any
of its rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to the
Borrower and its obligations, (g) with the consent of the Borrower or (h) to the
extent such Information (i) becomes publicly available other than as a result of a
breach of this Section or (ii) becomes available to the Administrative Agent or any
Lender on a nonconfidential basis from a source other than the Borrower. For the purposes
of this Section, "Information" means all information received from the
Borrower relating to the Borrower or its business, other than any such information that is
available to the Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrower; provided that, in the case of information received from
the Borrower after the date hereof, such information is clearly identified at the time of
delivery as confidential. Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential
information. Notwithstanding anything in this Agreement to the contrary,
"Information" shall not include, and the Borrower, the Administrative Agent,
each Lender and the respective Affiliates of each of the foregoing (and the respective
partners, directors, officers, employees, agents, advisors and other representatives of
the such Persons), and any other party, may disclose to any and all persons, without
limitation of any kind (x) any information with respect to the U.S. federal and state
income tax treatment of the transactions contemplated hereby and any facts that may be
relevant to understanding the U.S. federal or state income tax treatment of such
transactions ("tax structure"), which facts shall not include for this
purpose the names of the parties or any other person named herein, or information that
would permit identification of the parties or such other persons, or any pricing terms or
other nonpublic business or financial information that is unrelated to such tax treatment
or tax structure, and (y) all materials of any kind (including opinions or other tax
analyses) that are provided to the Borrower, the Administrative Agent, or such Lender
relating to such tax treatment or tax structure.



     SECTION 9.13  Interest
Rate Limitation.  Notwithstanding anything herein to the contrary, if at any
time the interest rate applicable to any Loan, together with all fees, charges and other
amounts which are treated as interest on such Loan under applicable law (collectively the
"Charges"), shall exceed the maximum lawful rate (the "Maximum
Rate") which may be contracted for, charged, taken, received or reserved by the
Lender holding such Loan in accordance with applicable law, the rate of interest payable
in respect of such Loan hereunder, together with all Charges payable in respect thereof,
shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a result of
the operation of this Section shall be cumulated and the interest and Charges payable to
such Lender in respect of other Loans or periods shall be increased (but not above the
Maximum Rate therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been received by such
Lender.


-43-






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


 



	  	KINDER MORGAN, INC.

      

      
		By:	/s/
    JOSEPH LISTENGART 
	  	Name:	Joseph
    Listengart
		Title:	Vice
    President




 


[KMI 364-DAY CREDIT AGREEMENT - 1]





 


	  	CITIBANK, N.A., individually and as Administrative Agent,

      

      

		By:	/s/ JORONNE JETER
	  	Name:	Joronne Jeter
		Title:	Attorney-in-Fact



  



[KMI 364-DAY CREDIT AGREEMENT - 2]







 



	  	WACHOVIA
    BANK, NATIONAL ASSOCIATION, individually and as Co-Syndication Agent,

      

      
		By:	/s/ RUSSELL CLINGMAN
	  	Name:	RUSSELL CLINGMAN
		Title:	DIRECTOR



  



[KMI 364-DAY CREDIT AGREEMENT - 3]






 



	  	JPMORGAN
    CHASE BANK, individually and as 

    Co-Syndication Agent,

      

      
		By:	/s/ MICHAEL J. DEFORGE
	  		Michael J. DeForge
			Vice President



  



[KMI 364-DAY CREDIT AGREEMENT - 4]






 


	  	THE BANK
    OF NOVA SCOTIA, individually and as Documentation Agent,

      

      
		By:	/s/ A. S. NORSWORTHY
	  	Name:	A. S. NORSWORTHY
		Title:	SENIOR MANAGER



  



[KMI 364-DAY CREDIT AGREEMENT - 5]






 


	  	BANK OF
    TOKYO-MITSUBISHI, LTD., 

    HOUSTON AGENCY  

      
		By:	/s/ DONALD W. HERRICK, JR.
	  	Name:	Donald W. Herrick, Jr.
		Title:	Vice President



  



[KMI 364-DAY CREDIT AGREEMENT -  ]






 


	  	CREDIT
    LYONNAIS NEW YORK BRANCH

      

      
		By:	/s/ OLIVIER AUDEMARD
	  	Name:	Olivier Audemard
		Title:	Senior Vice President



  



[KMI 364-DAY CREDIT AGREEMENT - 7]






 


	  	SUNTRUST
    BANK

      

      
		By:	/s/ JOSEPH M. MCCREERY
	  	Name:	Joseph M. McCreery
		Title:	Vice President



  



[KMI 364-DAY CREDIT AGREEMENT - 8]






 


	  	LEHMAN
    BROTHERS BANK, FSB

      

      
		By:	/s/ GARY T. TAYLOR
	  	Name:	Gary T. Taylor
		Title:	Vice President



  



[KMI 364-DAY CREDIT AGREEMENT - 9]






 


	  	BMO
    NESBITT BURNS FINANCING, INC.

      

      
	  	By:	/s/ CAHAL B. CARMODY
		Name:	Cahal B. Carmody
		Title:	Vice President



  



[KMI 364-DAY CREDIT AGREEMENT - 10]






 


	  	BANK
    ONE, N.A.

      

      
		By:	/s/ SHARON K. WEBB
	  	Name:	SHARON K. WEBB
		Title:	ASSOCIATE DIRECTOR



  



[KMI 364-DAY CREDIT AGREEMENT - 11]






 


	  	BARCLAYS
    BANK PLC

      

      
	  	By:	/s/ NICHOLAS A. BELL
		Name:	NICHOLAS A. BELL
		Title:	DIRECTOR
	  	  	LOAN TRANSACTION MANAGEMENT



  



[KMI 364-DAY CREDIT AGREEMENT - 12]






 


	  	COMMERZBANK
    AG,

    NEW YORK AND GRAND CAYMAN

    BRANCHES  

      
		By:	/s/ SUBASH R. VISWANATHAN
		Name:	Subash R. Viswanathan
		Title:	Senior Vice President
			  

      
	  	By:	/s/ DAVID A. BENNETT
		Name:	DAVID A. BENNETT
		Title:	ASSISTANT VICE PRESIDENT



  



[KMI 364-DAY CREDIT AGREEMENT - 13]






 


	  	DEUTSCHE
    BANK AG NEW YORK BRANCH

      

      
		By:	/s/ RICHARD HENSHELL
		Name:	Richard Henshell
		Title:	Director
	  		  

      
	  	By:	/s/ JOEL MAKOWSKY
		Name:	Joel Makowsky
		Title:	Director



  



[KMI 364-DAY CREDIT AGREEMENT - 14]






 


	  	ROYAL
    BANK OF CANADA

      

      
	  	By:	/s/ LORNE GARTNER
		Name:	Lorne Gartner
		Title:	Attorney-in-Fact



  



[KMI 364-DAY CREDIT AGREEMENT - 15]






 


	  	THE
    ROYAL BANK OF SCOTLAND plc

      

      
		By:	/s/ PATRICIA J. DUNDEE
		Name:	PATRICIA J. DUNDEE
		Title:	SENIOR VICE PRESIDENT



  



[KMI 364-DAY CREDIT AGREEMENT - 16]






 


	  	UBS LOAN
    FINANCE LLC

      

      
	  	By:	/s/ WILFRED V. SAINT
	  	Name:	Wilfred V. Saint
	  	Title:	Banking Products
	  		Services, US
			  

      
		By:	/s/ JUAN ZUNIGA
		Name:	Juan Zuniga
		Title:	Associate Director
			Banking Products
    Services, US



  



[KMI 364-DAY CREDIT AGREEMENT - 17]






 


	  	WILLIAM
    STREET COMMITMENT

    CORPORATION (Recourse only to assets of

    William Street Commitment Corporation)

      

      
	  	By:	/s/ JENNIFER M. HILL
	  	Name:	Jennifer M. Hill
	  	Title:	Vice President and CFO



  



[KMI 364-DAY CREDIT AGREEMENT - 18]






 


	  	WELLS
    FARGO BANK TEXAS, N.A.

      

      
	  	By:	/s/ RICHARD A. GOULD
	  	Name:	Richard A. Gould
	  	Title:	Vice President



  



[KMI 364-DAY CREDIT AGREEMENT - 19]






 


SCHEDULE 1.01


PRICING SCHEDULE


     The
"ABR Spread", "Eurodollar Spread", "Facility Fee Rate" or
"Utilization Fee Rate", as the case may be, for any fiscal quarter are the
applicable rates per annum (expressed in bps) set forth below in the applicable row and
column corresponding to the ratings that exist on the last day of the immediately
preceding fiscal quarter:



	Index Debt Ratings:
	ABR

    Spread
	Eurodollar

    Spread
	Facility Fee

    Rate
	All-in Spread

    (<or= 50% Utilization)
	Utilization Fee

    Rate

    (> 50% Utilization)
	All-in Spread

    (> 50% Utilization)

	Category 1

    >or= Baa1/BBB+
	0.00 bps
	52.5 bps
	10.0 bps
	62.5 bps
	12.5 bps
	75.0 bps

	Category 2

    Baa2/BBB
	0.00 bps
	62.5 bps
	12.5 bps
	75.0 bps
	12.5 bps
	87.5 bps

	Category 3

    Baa3/BBB-
	0.00 bps
	70.0 bps
	17.5 bps
	87.5 bps
	12.5 bps
	100.0 bps

	Category 4

    Ba1/BB+
	12.5 bps
	100.0 bps
	25.0 bps
	125.0 bps
	25.0 bps
	150.0 bps

	Category
    5

    <Ba1/BB+
	50.0 bps
	140.0 bps
	35.0 bps
	175.0 bps
	25.0 bps
	200.0 bps






           In
the event Revolving Loans are converted to Term Loans pursuant to Section 2.21, the ABR
Spread and the Eurodollar Spread shall automatically increase by 0.25%.



           For
purposes of the foregoing, (i) if either Moody's or S&P shall not have in effect a
rating for the Index Debt (other than by reason of the circumstances referred to in the
last sentence of this definition), then such rating agency shall be deemed to have
established a rating in Category 5; (ii) if the ratings established or deemed to have been
established by Moody's and S&P for the Index Debt shall fall within different
Categories, the Applicable Rate shall be based on the higher of the two ratings unless one
of the two ratings is two or more Categories lower than the other, in which case the
Applicable Rate shall be determined by reference to the Category next above that of the
lower of the two ratings; and (iii) if the ratings established or deemed to have been
established by Moody's and S&P for the Index Debt shall be changed (other than as a
result of a change in the rating system of Moody's or S&P), such change shall be
effective as of the date on which it is first announced by the applicable rating agency,
irrespective of when notice of such change shall have been furnished by the Borrower to
the Administrative Agent and the Lenders pursuant to Section 5.01 or otherwise. Each
change in the Applicable Rate shall apply during the period commencing on the effective
date of such change and ending on the date immediately preceding the effective date of the
next such change. If the rating system of Moody's or S&P shall change, or if either
such rating agency shall cease to be in the business of rating corporate debt obligations,
the Borrower and the Lenders shall negotiate in good faith to amend this definition to
reflect such changed rating system or the unavailability of ratings from such rating
agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be
determined by reference to the rating most recently in effect prior to such change or
cessation.


 


Schedule 1.01-1






SCHEDULE 2.01



COMMITMENTS



	Lender

      
	Commitment

	 Citibank,
    N.A.

      	$35,500,000

	 Wachovia
    Bank, National Association

      	$35,500,000

	 JPMorgan
    Chase Bank

      	$35,500,000

	 The
    Bank of Nova Scotia

      	$28,000,000

	 Credit
    Lyonnais New York Branch

      	$26,000,000

	 SunTrust
    Bank

      	$26,000,000

	 The
    Bank of Tokyo-Mitsubishi, Ltd.

      	$25,000,000

	 Lehman
    Brothers Bank, FSB

      	$25,000,000

	 BMO
    Nesbitt Burns Financing, Inc.

      	$23,000,000

	 Deutsche
    Bank AG New York Branch

      	$23,000,000

	 Royal
    Bank of Canada

      	$23,000,000

	 The
    Royal Bank of Scotland plc

      	$23,000,000

	 UBS
    Loan Finance LLC

      	$23,000,000

	 Bank
    One, N.A.

      	$22,000,000

	 Barclays
    Bank PLC

      	$22,000,000

	 Commerzbank
    AG, New York and Grand

     Cayman Branches

      	$22,000,000

	 William
    Street Commitment Corporation

      	$15,000,000

	 Wells
    Fargo Bank Texas, N.A.

      	$12,500,000






 


Schedule 2.01-1






EXHIBIT A


ASSIGNMENT AND ASSUMPTION



     Reference is made to the Amended
and Restated 364-Day Credit Agreement dated as of October 14, 2003 (as amended and in
effect on the date hereof, the "Credit Agreement"), among Kinder Morgan, Inc.,
the Lenders named therein and Citibank, N.A., as Administrative Agent for the Lenders.
Terms defined in the Credit Agreement are used herein with the same meanings.



     The Assignor named on the reverse
hereof hereby sells and assigns, without recourse, to the Assignee named on the reverse
hereof, and the Assignee hereby purchases and assumes, without recourse, from the
Assignor, effective as of the Assignment Date set forth on the reverse hereof, the
interests set forth on the reverse hereof (the "Assigned Interest") in the
Assignor's rights and obligations under the Credit Agreement, including, without
limitation, the interests set forth on the reverse hereof in the Commitment of the
Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on
the Assignment Date, but excluding accrued interest and fees to and excluding the
Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit
Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be
bound by the provisions of the Credit Agreement and, to the extent of the Assigned
Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor
shall, to the extent of the Assigned Interest, relinquish its rights and be released from
its obligations under the Credit Agreement.



     This Assignment and Assumption is
being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign
Lender, any documentation required to be delivered by the Assignee pursuant to Section
2.17(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if
the Assignee is not already a Lender under the Credit Agreement, an Administrative
Questionnaire in the form supplied by the Administrative Agent, duly completed by the
Assignee. The Assignee shall pay the fee payable to the Administrative Agent pursuant to
Section 9.04(b) of the Credit Agreement.



     This Assignment and Assumption
shall be governed by and construed in accordance with the laws of the State of
New York.


Date of Assignment:


Legal Name of Assignor:


Legal Name of Assignee:


Assignee's Address for Notices:


Effective Date of Assignment

("Assignment Date"):


A-1





 



	    

      

      

      

      

      

      Facility

      	    

      

      

        

      

      Principal Amount 

      Assigned 

      	  Percentage Assigned of 

      Facility/Commitment (set

      forth, to at least 8 decimals, as

      a percentage of the Facility

      and the aggregate

      Commitments of all Lenders

      thereunder)
	  Commitment
    Assigned:	  $	%  

	  Loans:	  	  




The terms set forth above and on the reverse side hereof are hereby agreed to:



	  	[Name of Assignor] , as Assignor

      

      
	  	By:______________________________

          Name:

          Title:

      

      

    [Name of Assignee] , as Assignee

      

      

    By:______________________________

          Name:

          Title:




The undersigned hereby consent to the within assignment:



	Kinder Morgan, Inc.,

      

      

      

    By: ______________________

           Name:

           Title:	Citibank, N.A.,

    as Administrative Agent,

      

      

    By: __________________________

           Name:

           Title:




 


A-2






EXHIBIT B-1



FORM OF OPINION OF BORROWER'S KANSAS COUNSEL









October 14, 2003







To the Lenders and Administrative Agent

c/o Citibank, N.A.

    as Administrative Agent

2 Penns Way, Suite 200

New Castle, DE 19720


     Re:   The "Credit Agreement" as
hereinafter defined



Ladies and Gentlemen:



     We refer to the $445,000,000 Amended and Restated
364-Day Credit Agreement, dated as of October 14, 2003 (the "Credit
Agreement") between Kinder Morgan, Inc. ("Borrower"), Citibank, N.A., as
Administrative Agent ("Administrative Agent"), the Lenders listed in the Credit
Agreement, Wachovia Bank, National Association and JPMorgan Chase Bank, as Co-Syndication
Agents, The Bank of Nova Scotia, as Documentation Agent, and Wachovia Capital Markets, LLC
and Citigroup Global Markets Inc., as Joint Bookrunners and Joint Lead Arrangers. We are
special Kansas counsel to Borrower. Capitalized terms not defined herein have the meanings
specified in the Credit Agreement. This opinion is being rendered to you at the request of
Borrower pursuant to Section 4.01(b) of the Credit Agreement.



     As special Kansas counsel to Borrower and in such
capacity we have only reviewed: (i) certified copies of the Articles of Incorporation
of Borrower and amendments thereto dated October 9, 2003, and a Certificate of Good
Standing dated October 7, 2003, both of which have been provided to us by the
Secretary of State of Kansas, and the Officer’s Certificate (including the exhibits
thereto) of the Secretary of Borrower dated October 14, 2003, (the "Corporate
Records"); (ii) a copy of the Credit Agreement dated as of October 14,
2003; and (iii) have conducted such investigation of fact and law as we have deemed
necessary or advisable for the purpose of this opinion. In reviewing such documents,
Corporate Records, instruments and certificates, we have assumed the genuineness of all
signatures and initials thereon, the genuineness of all notaries contained thereon,
conformance of all copies with the original thereof and originals to all copies thereof,
and the accuracy of all statements, representations and warranties contained therein. We
have further assumed (i) that all Corporate Records, documents, instruments, and
certificates dated prior to the date hereof remain accurate and correct on the date
hereof; (ii) that the Credit Agreement we have reviewed has been executed and
delivered by all parties thereto; and (iii) that the parties hereto, other than
Borrower, are duly authorized to execute and deliver the Credit Agreement, have due
corporate and other existence to do so, and the full power and legal right under all
applicable laws and regulations to execute, deliver and perform all of such parties’
obligations under such documents. In addition, we do not express an opinion with respect
to any federal or state securities laws, or any statutes, administrative decisions, and
rules and regulations of any county, municipal or special political subdivisions. As to
questions of fact material to this opinion letter, we have, without independent
investigation and with your permission, relied upon and assumed to be true
(a) certificates, statements and representations made to us by officers and other
representatives of Borrower, (b) the


B-1-1





representations contained in or incorporated into the Credit Agreement, and
(c) certain representations of public officials.



     Upon the basis of the foregoing, and limited and
qualified as set forth herein, we are of the opinion that:



     1.  Borrower
is a corporation duly incorporated, validly existing and in good standing under the laws
of the State of Kansas, and has all corporate powers to engage in any lawful act or
activity for which corporations may be organized under the Kansas General Corporation
Code.



     2.  The
execution, delivery and performance of the Credit Agreement is within the corporate power
and authority of Borrower, have been duly authorized by proper corporate proceedings on
behalf of Borrower, do not require any approval or consent or other action by and no
notice to or filing with any Kansas governmental authority, and do not and will not
contravene, or constitute a default under, any provision of applicable law or regulation
of the State of Kansas.



      Our opinions and statements
expressed herein are restricted to the matters governed by the laws of the State of
Kansas. To the extent that the laws of any other jurisdiction apply, we express no opinion
and we assume that the Credit Agreement is valid, legally binding, and enforceable under
the laws of such other jurisdiction.



      This opinion is being delivered
solely for the benefit of the persons to whom it is addressed; accordingly, copies may not
be furnished to any other person without our prior written consent except that you may
furnish copies thereof: (a) to your independent auditors and attorneys; (b) to
any state or federal authority having regulatory jurisdiction over you; (c) pursuant
to order or legal process of any court or governmental agency; (d) in connection with
any legal action to which you are a party arising out of the above transactions;
(e) to any proposed participant or assignee in any Bank’s interest in any
obligations under the Credit Agreement; (f) to any successor to Administrative Agent;
and (g) to Bracewell & Patterson, L.L.P. We acknowledge that Bracewell &
Patterson, L.L.P. is relying on the opinions herein expressed in rendering certain
opinions to Administrative Agent and the Banks. This opinion may not be relied upon by you
or any assignee or participant for any other purpose or relied upon by any other person
without our prior written consent. The information set forth herein is as of the date of
this letter, and we undertake no obligation or responsibility to update or supplement this
opinion in response to or to make you aware of subsequent changes in the status of
Borrower, the law, or future events, facts, or information affecting the transactions
contemplated by the Credit Agreement occurring after the date of this letter.  



	  
	Very truly yours,

    

    

    

    Polsinelli Shalton & Welte,

    A Professional Corporation




 


B-1-2






EXHIBIT B-2



FORM OF OPINION OF BORROWER'S NEW YORK COUNSEL



October 14, 2003








To the Lenders and the Administrative Agent

c/o Citibank, N.A., as Administrative Agent

Two Penns Way, Suite 200

New Castle, Delaware 19720


Dear Sirs:



     We are counsel to Kinder Morgan, Inc., a Kansas
corporation (the "Borrower"), and have represented the Borrower in connection
with the Amended and Restated 364-Day Credit Agreement (the "Credit Agreement")
dated as of October 14, 2003 among the Borrower, the Lenders listed on the signature pages
thereof, Citibank, N.A., as the Administrative Agent, Wachovia Bank, National Association
and JPMorgan Chase Bank, as the Co-Syndication Agents, The Bank of Nova Scotia, as
Documentation Agent, and Wachovia Capital Markets, LLC. and Citigroup Global Markets Inc.,
as Joint Bookrunners and Joint Lead Arrangers. This opinion is being rendered to you at
the request of our client pursuant to Section 4.01(b) of the Credit Agreement. Unless
otherwise defined herein, capitalized terms herein have the meanings assigned to such
terms in the Credit Agreement.



     In connection with this opinion, we have examined
the Credit Agreement.



     We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents, corporate
records, certificates of public officials, certificates or comparable documents of
officers of the Borrower and other instruments and have conducted such other
investigations of fact and law as we have deemed necessary or advisable for purposes of
this opinion. We have assumed (a) the genuineness of all signatures (other than those of
the Borrower), (b) the authenticity of all documents and records submitted to us as
originals, (c) the conformity to original documents and records of all documents and
records submitted to us as copies (including conformed copies), and (d) the truthfulness
of all statements of fact contained therein.



     Upon the basis of the foregoing, and having due
regard for such legal considerations as we deem relevant, we are of the opinion that:



     1.     The execution, delivery and performance by the Borrower of
the Credit Agreement require no action by or in respect of, or filing with, any
governmental body, agency or official (other than filings of the Credit Agreement with the
Securities and Exchange Commission pursuant to the reporting requirements of the
Securities Exchange Act of 1934) and do not contravene, or constitute a default under, any
provision of applicable law or regulation or of the articles of incorporation or by-laws
of the Borrower or of any material agreement, judgment, injunction, order, decree or other
instrument, known to us after due inquiry, binding upon the Borrower or any of its
Subsidiaries or result in the creation or imposition of any Lien on any asset of the
Borrower or any of its Subsidiaries.



     2.     The Credit Agreement constitutes a valid and binding
agreement of the Borrower 


B-2-1





enforceable against the Borrower in accordance with its terms, except as the same may
be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights
generally and by general principles of equity.



     3.     To our knowledge after due inquiry, there is no action,
suit or proceeding pending 

against, or threatened against or affecting, the Borrower or any of its Subsidiaries
before any court or arbitrator or any governmental body, agency or official, in which
there is a reasonable possibility of an adverse decision which could materially adversely
affect the business, consolidated financial position or consolidated results of operations
of the Borrower and its Consolidated Subsidiaries, considered as a whole, or which in any
manner draws into question the validity of the Credit Agreement.



     4.     The choice of New York law (other than conflict of laws
rules) to govern the construction and interpretation of of the Credit Agreement should, if
the issue is properly presented to a court of competent jurisdiction sitting in the State
of Texas, be found by such court to be a valid choice of law under the laws of the State
of Texas.


Our opinion is subject to the following:



     (a)    We
are members of the Bar of the State of Texas and the Bar of the State of New York and the
foregoing opinion is limited to the laws of the State of Texas, the laws of the State of
New York and the federal laws of the United States of America. In rendering the opinion in
paragraph 3 above, insofar as such opinion involves matters governed by the laws of the
State of Kansas, we have relied, without independent investigation, upon the opinion of
Polsinelli Shalton & Welte, P.C., delivered to you pursuant to Section 4.01(b) of each
of the Credit Agreements.



     (b)    Our
opinion in paragraph 3 above is subject to the effect of applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance, preference, liquidation,
conservatorship or other similar laws affecting creditor’s rights generally.



     (c)    The
enforceability of the Credit Agreement is subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in equity or at
law), and we express no opinion as to the availability of specific performance or any
other equitable remedy.



     (d)    We
express no opinion as to the legality, validity, binding effect or enforceability of any
provision in the Credit Agreement (i) purporting to restrict access to courts or to legal
or equitable remedies; (ii) purporting to establish evidentiary standards; (iii)
purporting to grant a right of set-off or similar rights against moneys, securities and
other properties of Persons other than the Person granting such right or purporting to
permit any Person purchasing a participation to exercise a right of set-off or similar
rights with respect to such participation; (iv) releasing, exculpating or exempting any
Person from, or requiring indemnification of contribution of a Person for, liability for
its own negligence or to the extent that the same are inconsistent with the public policy
underlying any law, rule or regulation; (v) purporting to affect any right to trial by
jury, venue or jurisdiction; or (vi) pertaining to subrogation rights, delay or omission
of enforcement of rights or remedies, severability or marshaling of assets.



     (e)    We
express no opinion as to the legality, validity, binding effect or enforceability of any
waiver under the Credit Agreement, or any consent thereunder, relating to the rights of,
or duties owing to, any Person which exist as a matter of law except to the extent such
Person may legally so waive or consent and has so waived and consented.



     (f)    We
have assumed, as to each Person (other than the Borrower) shown as being a party to the
Credit Agreement, (i) that such Person is duly organized, validly existing and in good
standing under 


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the laws of the jurisdiction in which it is organized; (ii) that the Credit Agreement
has been duly authorized, executed and delivered by such Person; (iii) that such Person
has the requisite power and authority to perform its obligations under the Credit
Agreement and will perform such obligations in compliance with all laws and regulations
applicable to it; (iv) that there are neither suits, actions or proceedings pending
against such Person nor judicial or administrative orders, judgments or decrees binding on
such Person that affect the legality, validity, binding effect or enforceability of the
Credit Agreement; (v) that no consent, license, approval or authorization of, or filing or
registration with, any governmental authority is required for the valid execution,
delivery and performance of the Credit Agreement, and (vi) that the execution, delivery
and performance of the Credit Agreement by such Person do not violate (1) any provision of
any law or regulation, (2) any order, judgment, writ, injunction, award or decree of any
court, arbitrator, or governmental authority, (3) the charter or bylaws of such Person, or
(4) any indenture, lease or other agreement to which such Person is a party or by which
such Person or any of its assets is bound; and (vii) that the Credit Agreement constitutes
the legal, valid and binding obligation of such Person enforceable against such Person in
accordance with its terms, subject to the type of qualifications regarding enforceability
as are set forth in this opinion. We have also assumed that each Lender will make each
Loan under the Credit Agreement for its own account in the ordinary course of its
commercial lending business.



     (g)    We
have assumed that the Administrative Agent and the Lenders will comply with each usury
savings clause in the Credit Agreement and that none of the Administrative Agent or the
Lenders has taken, reserved, charged or received interest or will take, reserve, charge or
receive interest, except as provided in the Credit Agreement. We express no opinion as to
the effect of the law of any jurisdiction other than the State of Texas wherein any Lender
may be located or wherein enforcement of the Credit Agreement may be sought which limits
the rates of interest legally chargeable or collectible.



     (h)    Our
opinion is subject to the qualification that certain remedial provisions of the Credit
Agreement are or may be unenforceable in whole or in part, but such possible
unenforceability of such remedial provisions will not render the Credit Agreement
inadequate for enforcing payment of the indebtedness that is evidenced by the Credit
Agreement and for the practical realization of the principal rights and benefits afforded
by the Credit Agreement.



     (i)    We
have assumed that a party to the Credit Agreement is a resident of the State of New York
or that a party to the Credit Agreement has its place of business or, if that party has
more than one place of business, its chief executive office or an office from which it
conducts a substantial part of the negotiations relating to the transaction, in the State
of New York.



     (j)    Whenever
our opinion is given "to our knowledge after due inquiry" or is based on
circumstances "known to us after due inquiry", we have relied exclusively upon
certificates of officers (after the discussion of the contents thereof with such officers)
of the Borrower as to the existence or non-existence of the circumstances upon which such
opinion is predicated. We have no reason to believe, however, that any such certificate is
untrue or inaccurate in any material respect.



     (k)    In
rendering the opinions herein relating to the absence of any litigation, investigation or
administrative proceeding, we express no opinion with respect to the possible effect of
any litigation, investigation or proceeding as to which the Borrower is not a named party.



     You are advised that various members of this firm
are stockholders of the Borrower; however, no member owns in excess of one percent of the
Borrower's outstanding common stock.



     This opinion is rendered solely to you and any
assignee or Participant in connection with the above matter. This opinion may not be
relied upon by you or any assignee or Participant for any other 


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purpose or relied upon by any other person without our prior written
consent.


	  	Very truly yours,

    

    Bracewell & Patterson, L.L.P.




 


 


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