Exhibit 10.1




 





 


$400,000,000


 


364-DAY CREDIT AGREEMENT


 


 


CHEVRON PHILLIPS CHEMICAL
COMPANY LLC,

a Borrower,


 


 


CHEVRON PHILLIPS CHEMICAL
COMPANY LP,

a Borrower,


 


 


BARCLAYS BANK PLC,

Administrative Agent,


 


 


THE ROYAL BANK OF SCOTLAND
plc,

Syndication Agent,


 


 


THE BANK OF NOVA SCOTIA,


 


THE BANK OF TOKYO-MITSUBISHI
LTD.,


 


and,


 


SUMITOMO MITSUI BANKING
CORPORATION,

Co-Documentation Agents


 




Dated
as of August 28, 2003


 





 


BARCLAYS CAPITAL,

as Co-Lead Arranger and Book Manager


 


THE ROYAL BANK OF SCOTLAND
plc,

as Co-Lead Arranger


 

















 


TABLE OF
CONTENTS


 


	
  SECTION 1.

  	
  DEFINITIONS

  
	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  Defined Terms

  
	
   

  	
   

  	
   

  
	
   

  	
  1.2

  	
  Other Definitional
  Provisions

  
	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
  AMOUNT AND TERMS OF COMMITMENTS

  
	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Commitment

  
	
   

  	
   

  	
   

  
	
   

  	
  2.2

  	
  Repayment of
  Loans; Evidence of Debt

  
	
   

  	
   

  	
   

  
	
   

  	
  2.3

  	
  Procedure for
  Revolving Credit Borrowing

  
	
   

  	
   

  	
   

  
	
   

  	
  2.4

  	
  Same
  Day Loans

  
	
   

  	
   

  	
   

  
	
   

  	
  2.5

  	
  Termination or
  Reduction of Commitments

  
	
   

  	
   

  	
   

  
	
   

  	
  2.6

  	
  Optional and
  Mandatory Prepayments

  
	
   

  	
   

  	
   

  
	
   

  	
  2.7

  	
  Conversion and
  Continuation Options

  
	
   

  	
   

  	
   

  
	
   

  	
  2.8

  	
  Maximum Number of Tranches

  
	
   

  	
   

  	
   

  
	
   

  	
  2.9

  	
  Fees

  
	
   

  	
   

  	
   

  
	
   

  	
  2.10

  	
  Interest
  Rate

  
	
   

  	
   

  	
   

  
	
   

  	
  2.11

  	
  Computation of
  Interest and Fees

  
	
   

  	
   

  	
   

  
	
   

  	
  2.12

  	
  Inability to
  Determine Interest Rate

  
	
   

  	
   

  	
   

  
	
   

  	
  2.13

  	
  Pro Rata Treatment and
  Payments

  
	
   

  	
   

  	
   

  
	
   

  	
  2.14

  	
  Increased
  Costs

  
	
   

  	
   

  	
   

  
	
   

  	
  2.15

  	
  Illegality

  
	
   

  	
   

  	
   

  
	
   

  	
  2.16

  	
  Taxes

  
	
   

  	
   

  	
   

  
	
   

  	
  2.17

  	
  Break Funding Payments

  
	
   

  	
   

  	
   

  
	
   

  	
  2.18

  	
  Extension
  of 364-Day Commitment Termination Date

  
	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
  REPRESENTATIONS AND
  WARRANTIES

  
	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Existence and Power

  
	
   

  	
   

  	
   

  
	
   

  	
  3.2

  	
  Requisite
  and Governmental Authorization; Contravention

  
	
   

  	
   

  	
   

  
	
   

  	
  3.3

  	
  Enforceability

  
	
   

  	
   

  	
   

  
	
   

  	
  3.4

  	
  Litigation

  
	
   

  	
   

  	
   

  
	
   

  	
  3.5

  	
  Financial
  Statements; No Material Change

  
	
   

  	
   

  	
   

  
	
   

  	
  3.6

  	
  Employee Benefit Plans

  
	
   

  	
   

  	
   

  
	
   

  	
  3.7

  	
  Taxes

  
	
   

  	
   

  	
   

  
	
   

  	
  3.8

  	
  Material Subsidiaries

  



 


i

















 


	
   

  	
  3.9

  	
  Investment Company Act

  
	
   

  	
   

  	
   

  
	
   

  	
  3.10

  	
  Regulation
  U

  
	
   

  	
   

  	
   

  
	
   

  	
  3.11

  	
  Compliance with Laws

  
	
   

  	
   

  	
   

  
	
   

  	
  3.12

  	
  Purpose
  of Loans

  
	
   

  	
   

  	
   

  
	
  SECTION
  4.

  	
  CONDITIONS
  PRECEDENT

  
	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Conditions to
  Effectiveness of Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
  4.2

  	
  Conditions to Each Loan

  
	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
  AFFIRMATIVE
  COVENANTS OF THE BORROWERS

  
	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Obligations

  
	
   

  	
   

  	
   

  
	
   

  	
  5.2

  	
  Financial Reporting
  Requirements

  
	
   

  	
   

  	
   

  
	
   

  	
  5.3

  	
  Notices

  
	
   

  	
   

  	
   

  
	
   

  	
  5.4

  	
  Maintenance of
  Property; Insurance

  
	
   

  	
   

  	
   

  
	
   

  	
  5.5

  	
  Compliance with Laws

  
	
   

  	
   

  	
   

  
	
   

  	
  5.6

  	
  Books
  and Records

  
	
   

  	
   

  	
   

  
	
   

  	
  5.7

  	
  Further Assurances

  
	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
  NEGATIVE COVENANTS
  OF THE BORROWERS

  
	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  Negative
  Pledge

  
	
   

  	
   

  	
   

  
	
   

  	
  6.2

  	
  Consolidations,
  Mergers and Sales of Assets

  
	
   

  	
   

  	
   

  
	
  SECTION
  7.

  	
  EVENTS OF
  DEFAULT

  
	
   

  	
   

  	
   

  
	
  SECTION
  8.

  	
  THE ADMINISTRATIVE AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  Appointment
  of Administrative Agent; No Other Duties

  
	
   

  	
   

  	
   

  
	
   

  	
  8.2

  	
  Delegation of Duties

  
	
   

  	
   

  	
   

  
	
   

  	
  8.3

  	
  Exculpatory Provisions

  
	
   

  	
   

  	
   

  
	
   

  	
  8.4

  	
  Reliance by
  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  8.5

  	
  Notice
  of Default

  
	
   

  	
   

  	
   

  
	
   

  	
  8.6

  	
  Non-Reliance
  on Administrative Agent and Other Lenders

  
	
   

  	
   

  	
   

  
	
   

  	
  8.7

  	
  Indemnification

  
	
   

  	
   

  	
   

  
	
   

  	
  8.8

  	
  Administrative
  Agent in Its Individual Capacity

  
	
   

  	
   

  	
   

  
	
   

  	
  8.9

  	
  Successor
  or Substitute Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  8.10

  	
  Syndication
  Agent; Co-Documentation Agents; Co-Lead Arrangers

  
	
   

  	
   

  	
   

  
	
  SECTION
  9.

  	
  MISCELLANEOUS

  



 


ii

















 


	
   

  	
  9.1

  	
  Amendments and Waivers

  
	
   

  	
   

  	
   

  
	
   

  	
  9.2

  	
  Notices

  
	
   

  	
   

  	
   

  
	
   

  	
  9.3

  	
  No Waiver; Cumulative
  Remedies

  
	
   

  	
   

  	
   

  
	
   

  	
  9.4

  	
  Confidentiality

  
	
   

  	
   

  	
   

  
	
   

  	
  9.5

  	
  Payment of
  Expenses; Indemnification

  
	
   

  	
   

  	
   

  
	
   

  	
  9.6

  	
  Successors
  and Assigns; Participations; Purchasing Lenders

  
	
   

  	
   

  	
   

  
	
   

  	
  9.7

  	
  Adjustments; Set-off

  
	
   

  	
   

  	
   

  
	
   

  	
  9.8

  	
  Counterparts

  
	
   

  	
   

  	
   

  
	
   

  	
  9.9

  	
  GOVERNING
  LAW

  
	
   

  	
   

  	
   

  
	
   

  	
  9.10

  	
  Jurisdiction; Venue

  
	
   

  	
   

  	
   

  
	
   

  	
  9.11

  	
  Survival and
  Termination of Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
  9.12

  	
  Entire
  Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
  9.13

  	
  WAIVER OF JURY TRIAL

  
	
   

  	
   

  	
   

  
	
   

  	
  9.14

  	
  Severability

  
	
   

  	
   

  	
   

  
	
   

  	
  9.15

  	
  Joint and Several Liability

  



 


	
  SCHEDULE
  I

  	
  Lender
  Information

  
	
   

  	
   

  	
   

  
	
  ANNEX A

  	
  Pricing Grid

  
	
   

  	
   

  
	
  EXHIBIT
  A

  	
  Form
  of Note

  
	
  EXHIBIT B

  	
  Form of Assignment
  and Acceptance

  
	
  EXHIBIT
  C

  	
  Form
  of Closing Certificate

  
	
  EXHIBIT
  D

  	
  Form
  of Secretary’s Certificate

  
	
  EXHIBIT E-1

  	
  Form of Opinion
  of Counsel to the Borrowers

  
	
  EXHIBIT E-2

  	
  Form of Opinion
  of Counsel to the Borrowers

  
	
  EXHIBIT F

  	
  Form of Borrowing Request

  
	
  EXHIBIT G

  	
  Form of Exemption
  Certificate

  
	
  EXHIBIT H

  	
  Form of Same Day
  Borrowing Request

  
	
  EXHIBIT I

  	
  Form of
  Conversion or Continuation Request

  
			



 


iii

















 


364-DAY CREDIT AGREEMENT,
dated as of August 28, 2003, among CHEVRON PHILLIPS CHEMICAL COMPANY LLC, a
Delaware limited liability company (the “LLC”), CHEVRON PHILLIPS
CHEMICAL COMPANY LP, a Delaware limited partnership which is wholly-owned,
indirectly, by the LLC (the “LP”; and together with the LLC, the
“Borrowers” and, each, a “Borrower”), the several lenders from time to
time parties to this Agreement (collectively, the “Lenders”;
individually, a “Lender”), BARCLAYS BANK PLC, as administrative agent
(the “Administrative Agent”), THE ROYAL BANK OF SCOTLAND plc, as
syndication agent (the “Syndication Agent”), and THE BANK OF NOVA
SCOTIA, THE BANK OF TOKYO-MITSUBISHI LTD. and SUMITOMO MITSUI BANKING
CORPORATION, as co-documentation agents (each a “Co-Documentation Agent”
and together the “Co-Documentation Agents”).


 


The parties hereto hereby
agree as follows:


 


SECTION 1.  DEFINITIONS


 


1.1                               Defined Terms.  As
used in this Agreement, the following terms shall have the following meanings:


 


“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.


 


“Administrative Agent”:
as defined in the preamble.


 


“Administrative
Agent-Related Person”: as defined in subsection 8.3.


 


“Affiliate”: as to
any Person, any other Person that, directly or indirectly, is in control of, is
controlled by, or is under common control with, such Person.  For purposes of this definition, “control”
of a Person means the power, directly or indirectly, either to (a) vote 10% or
more of the securities having ordinary voting power for the election of
directors (or persons performing similar functions) of such Person or (b)
direct or cause the direction of the management and policies of such Person,
whether by contract or otherwise.


 


“Agent’s/Arranger’s Fees”:
as defined in subsection 2.9(c).


 


“Agreement”: this
364-Day Credit Agreement, as amended, supplemented or otherwise modified from
time to time.


 


“Alternate Base Rate”:
for any day, a rate per annum equal to the greater of (a) the Prime Rate in
effect on such day or (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.
“Federal Funds Effective Rate”: as used in this definition, 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.  “Prime Rate”: as used in this definition, the rate of interest
per annum publicly announced from time to time by Barclays Bank PLC as its
“prime rate” in New York City. Such “prime rate” is a rate set by Barclays Bank
PLC, based upon various factors, including Barclays Bank PLC’s cost and desired
return, general economic conditions and other factors, and is used as a reference
point for pricing some loans, which may be priced at, above, or below such
announced rate.  Any change in such rate
announced by Barclays Bank PLC, shall take effect at the opening of business on
the day specified in the public announcement of such change.


 


“Applicable Commitment
Fee Rate”: the “Applicable Commitment Fee Rate” determined in accordance
with the Pricing Grid.


 


“Applicable Eurodollar
Margin”: for each Eurodollar Loan, the applicable rate per annum set forth
on the Pricing Grid.


 


“Applicable Utilization
Fee Rate”: the “Applicable Utilization Fee Rate” determined in accordance
with the Pricing Grid.


 


“Assignment and
Acceptance”: an Assignment and Acceptance, substantially in the form of
Exhibit B; collectively, the “Assignments and Acceptances”.


 


“Available Commitment”:
as to any Lender, at a particular time, an amount equal to the excess, if any,
of (a) the amount of such Lender’s Commitment at such time, minus (b) the
aggregate unpaid principal amount at such time of all Loans of such Lender, and
minus (c) an amount equal to such Lender’s Commitment Percentage of the
aggregate unpaid principal amount at such time of all Same Day Loans, provided
that for purposes of calculating Available Commitments for purposes of
subsection 2.9(a), such amount under clauses (b) and (c) consisting of Same Day
Loans shall be zero; collectively, the “Available Commitments”.


 


“Borrower(s)”: as
defined in the preamble.


 


“Borrowing Date”: any
Business Day specified in a notice pursuant to subsection 2.3 as a date on
which a Borrower requests the Lenders to make Loans hereunder.


 


“Business Day”: a day
other than a Saturday, Sunday or other day on which commercial banks in New
York City or Houston, Texas, are authorized or required by law to close,
provided, that with respect to notices and determinations in connection with,
and payments of principal and interest on, Eurodollar Loans, such day is also a
day for trading by and between banks in Dollar deposits in the interbank
eurodollar market.


 


“Capital Stock”: with
respect to any Person, any and all shares, interests, participations, rights in
or other equivalents in the equity interests (however designated) in such
Person, and any warrants or options exercisable for, exchangeable for or
convertible into such an equity interest in such Person.


 


“ChevronTexaco”:
ChevronTexaco Corporation, a Delaware corporation.


 


2

















 


“Closing Date”:
August 28, 2003.


 


“Code”: the Internal
Revenue Code of 1986, as amended from time to time.


 


“Co-Documentation Agent”:
as defined in the preamble.


 


“Co-Lead Arranger”:
means either Barclays Capital, the investment banking division of Barclays Bank
PLC or The Royal Bank of Scotland plc, each a Co-Lead Arranger and together the
“Co-Lead Arrangers”).


 


“Commitment”: as to
any Lender, its obligation to make Loans to the Borrowers pursuant to
subsection 2.1 and to make or participate in Same Day Loans pursuant to
subsection 2.4, in each case in an aggregate amount not to exceed at any one
time outstanding the amount set forth opposite such Lender’s name on Schedule
I, as such amount may change from time to time as provided herein; provided
that the Commitments shall not at any time exceed $400,000,000 in the
aggregate; collectively, the “Commitments”; provided further, that the
Commitments with respect to Same Day Loans shall not at any time exceed
$50,000,000 in the aggregate.


 


“Commitment Fee”: as
defined in subsection 2.9(a); collectively, the “Commitment Fees”.


 


“Commitment Percentage”:
at a particular time, as to any Lender, the percentage of the aggregate
Commitments in effect at such time constituted by such Lender’s Commitment.


 


“Commitment Period”:
the period from and including the Closing Date to but not including the 364-Day
Commitment Termination Date or such earlier date as all the Commitments shall
terminate as provided herein.


 


“Commitment Utilization
Percentage”: on any day the percentage equivalent to a fraction (a) the
numerator of which is the sum of the aggregate outstanding principal amount of
the Loans, excluding the Term-out Loans, and (b) the denominator of which is
the sum of the aggregate Commitments, excluding the aggregate Commitments with
respect to the Term-out Loans (or, on any day after termination of the
Commitments pursuant to Section 7, the aggregate Commitments in effect
immediately preceding such termination, excluding the aggregate Commitments
with respect to the Term-out Loans).


 


“Common Stock”: of
any Person means Capital Stock of such Person that does not rank prior, as to
the payment of dividends or as to the distribution of assets upon any voluntary
or involuntary liquidation, dissolution or winding-up of such Person, to shares
of Capital Stock of any other class of such Person.


 


“Confidential Information”:
as defined in subsection 9.4.


 


“ConocoPhillips”:
ConocoPhillips, a Delaware corporation.


 


“Consolidated Net Assets”:
at any date, the total amount (without duplication) of assets of the LLC and
its Subsidiaries after deducting therefrom (a) all current liabilities (without
duplication) of the LLC and its Subsidiaries (excluding any thereof which are
by their terms


 


3

















 


extendible or renewable at the option of the LLC or the applicable
Subsidiary, as the case may be, to a time more than 12 months after the time as
of which the amount thereof is being computed), and (b) total prepaid expenses
and deferred charges of the LLC and its Subsidiaries.


 


“Continuing Lender”:
as defined in subsection 2.18(b).


 


“Debt”: as to any Person,
at any date, without duplication, (i) all obligations of such Person for
borrowed money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (iii) all obligations of such
Person to pay the deferred purchase price of property or services, except trade
accounts payable arising in the ordinary course of business, (iv) all
obligations of such Person as lessee under capital leases, and (v) all Debt of
others Guaranteed by such Person.


 


“Default”: any of the
events specified in Section 7, whether or not any requirement for the giving of
notice, the lapse of time, or both, or any other condition, has been satisfied.


 


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


 


“Early Commitment
Termination Date”: as defined in subsection 2.5(b).


 


“EDGAR”: as defined
in subsection 5.2(a).


 


“Environmental Laws”:
mean any and all principles of common law and any and all laws, statutes,
ordinances, rules, regulations, orders, decrees, judgments, injunctions or
binding agreements of any Governmental Authority pertaining to the protection
or reclamation of the natural environment or to Hazardous Materials in any and
all jurisdictions in which the Borrowers and their Subsidiaries own property or
conduct business, including, without limitation, the Clean Air Act, the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
the Federal Water Pollution Control Act, the Occupational Safety and Health Act
of 1970, the Resource Conservation and Recovery Act of 1976, the Safe Drinking
Water Act, the Toxic Substances Control Act, the Hazardous & Solid Waste
Amendments Act of 1984, the Superfund Amendments and Reauthorization Act of
1986, the Hazardous Materials Transportation Act, the Oil Pollution Act of
1990, any state or local laws implementing or substantially equivalent to the
foregoing federal laws, and all other environmental conservation or protection
laws, all as amended from time to time.


 


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


 


“ERISA Affiliate”:
any trade or business (whether or not incorporated) that, together with either
Borrower, is treated as a single employer under Section 414 of the Code.


 


“ERISA Event”: (a)
any “reportable event”, as defined in Section 4043 of ERISA or the regulations
issued thereunder with respect to a Plan (other than an event for which the
30-day notice period is waived under the regulations); (b) the existence with
respect to any Plan of an “accumulated funding deficiency” (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c)
the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of
an application for a waiver of the minimum funding standard with respect to


 


4

















 


any Plan; (d) the incurrence by either Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by either Borrower or any ERISA
Affiliate from the PBGC or a plan administrator of any notice relating to an
intention to terminate any Plan or Plans or to appoint a trustee to administer
any Plan; (f) the incurrence by either Borrower or any of its ERISA Affiliates
of any liability with respect to the withdrawal or partial withdrawal from any
Plan or Multiemployer Plan; or (g) the receipt by either Borrower or any ERISA
Affiliate of any notice, or the receipt by any Multiemployer Plan from either
Borrower or any ERISA Affiliate of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of Title IV
of ERISA.


 


“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 Eurodollar Rate.


 


“Eurodollar Rate”:
with respect to an Interest Period pertaining to any Eurodollar Loan, the rate
of interest determined on the basis of the rate for deposits in Dollars for a
period equal to such Interest Period commencing on the first day of such
Interest Period appearing on Page 3750 of the Telerate screen as of 11:00 A.M.,
London time, two Business Days prior to the beginning of such Interest
Period.  In the event that such rate
does not appear on such page of the Telerate screen (or otherwise on the
Telerate Service), the “Eurodollar Rate” with respect to such Eurodollar
borrowing for such Interest Period shall be the average of the rates at which
dollar deposits of $5,000,000 and for a maturity comparable to such Interest
Period are offered by the principal London offices of the Reference Banks (or,
if any Reference Bank does not at the time maintain a London office, the
principal London office of any affiliate of such Reference Bank) for
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.


 


“Event of Default”:
means any of the events described in Section 7.


 


“Excess Utilization Day”:
each day on which the Commitment Utilization Percentage exceeds 33%.


 


“Existing Commitment
Termination Date”: as defined in subsection 2.18(a).


 


“Fee Letters”: as
defined in subsection 2.9(c).


 


“GAAP”: generally
accepted accounting principles in the United States of America as in effect
from time to time.


 


“Governmental Authority”:
any nation or government, any state or other political subdivision thereof and
any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.


 


“Guarantee”: as to
any Person, any obligation, contingent or otherwise, of such Person directly or
indirectly guaranteeing any Debt or other obligation of any other Person and,
without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person (i) to purchase or pay (or
advance or supply funds for the purchase or


 


5

















 


payment of) such Debt or other obligation (whether arising by virtue of
partnership arrangements, by agreement to keep-well, to purchase assets, goods,
securities or services, to take-or-pay, or to maintain financial statement
conditions or otherwise) or (ii) entered into for the purpose of assuring in
any other manner the obligee of such Debt or other obligation of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part), provided that the term “Guarantee” shall not include endorsements for
collection or deposit in the ordinary course of business or performance, surety
and similar bonds or completion guarantees provided in the ordinary course of
business.  The term “Guarantee” used as
a verb has a corresponding meaning.


 


“Hazardous Materials”:
means (a) any chemicals, materials or substances defined or as included in the
definition of “hazardous substances,” “hazardous materials,” “toxic substances,”
or words of similar import, under any Environmental Law; (b) radioactive
materials (other than naturally occurring radioactive materials below threshold
regulated levels), asbestos in any form that is or could be friable,
polychlorinated biphenyls, radon, mercury, lead-based paint; and (c) regulated
constituents or substances in concentrations or levels that exceed numeric or
risk-based standards established pursuant to Environmental Laws.


 


“Highest Lawful Rate”:
with respect to each Lender, the maximum nonusurious interest rate, if any,
that at any time or from time to time may be contracted for, taken, reserved,
charged or received with respect to any Loan hereunder or on other amounts, if
any, due to such Lender pursuant to this Agreement or any Note under applicable
law.  “Applicable law”: as used in this
definition, with respect to each Lender, that law in effect from time to time
that permits the charging and collection by such Lender of the highest permissible
lawful, nonusurious rate of interest on the transactions herein contemplated
including, without limitation, the laws of each State that may be held to be
applicable, and of the United States of America, if applicable.


 


“Interest Payment Date”:
(a)  as to any ABR Loan, the last day of
each March, June, September and December, (b) as to any Eurodollar Loan in
respect of which the applicable Borrower has selected an Interest Period of
one, two or three months, the last day of such Interest Period, (c) as to any
Eurodollar Loan in respect of which the applicable Borrower has selected an
Interest Period longer than 3 months, each date which is three months, or a
whole multiple thereof, from the first day of such Interest Period and the last
day of such Interest Period, and (d) with respect to any Same Day Loan, the
last day of each Interest Period.


 


“Interest Period”:
(a) with respect to any Eurodollar Loan:


 


(i)                                     initially, the period commencing on the
Borrowing Date or conversion date, as the case may be, with respect to such
Eurodollar Loan and ending one, two, three or six months thereafter, as
selected by the applicable Borrower in its notice of borrowing or notice of
conversion, as the case may be, given pursuant to subsection 2.3 or 2.7,
respectively; and


 


(ii)                                  thereafter, each period commencing on the
last day of the next preceding Interest Period applicable to such Eurodollar
Loan, and ending one, two, three or six months thereafter, as selected by the
applicable Borrower in its notice of continuation given pursuant to subsection
2.7;


 


6

















 


(b)                                 with respect to any ABR Loan, the period
commencing on the Borrowing Date or conversion date, as the case may be, with
respect to such ABR Loan and ending on the day next preceding the date on which
such ABR Loan is converted into a Eurodollar Loan pursuant to subsection 2.7;


 


(c)                                  with respect to any Same Day Loan, the period
commencing on the Borrowing Date with respect to such Same Day Loan and ending
on a Business Day not later than 15 days after such Borrowing Date as selected
by the applicable Borrower in its notice of borrowing or if the applicable
Borrower does not specify an Interest Period in its notice of borrowing, ending
on the first Business Day after such Borrowing Date;


 


provided, that all of the foregoing provisions
relating to Interest Periods are subject to the following:


 


(i)                                     if any Interest Period would otherwise end on
a day which is not a Business Day, that Interest Period shall be extended to
the next succeeding Business Day, unless, with respect  to Eurodollar Loans, the result of such
extension would be to carry such Interest Period into another calendar month in
which event such Interest Period shall end on the immediately preceding
Business Day;


 


(ii)                                  any Interest Period pertaining to a
Eurodollar Loan that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day of a
calendar month; and


 


(iii)                               notwithstanding anything to the contrary in
this definition of “Interest Period” and except as provided in subsection
2.2(a), any Interest Period that would otherwise extend beyond the 364-Day
Commitment Termination Date shall end on the 364-Day Commitment Termination
Date.


 


“Investment Grade Rating”:
ratings of at least BBB- by S&P (with not less than a stable outlook) and
Baa3 by Moody’s.


 


“Lender”: as defined
in the preamble hereto; collectively, the “Lenders”.  Unless the context otherwise requires, the term “Lenders”
includes the Same Day Lender.


 


“Lien”: with respect
to any asset, any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind in respect of such asset.  For the purposes of this Agreement, a Borrower or any Subsidiary
shall be deemed to own subject to a Lien any asset which it has acquired or
holds subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement relating to such
asset.


 


“LLC”: as defined in
the preamble.


 


“Loans”: any loan
made by a Lender (including the Same Day Lender) hereunder; each, a “Loan”.


 


“LP”: as defined in
the preamble.


 


7

















 


“Material Subsidiary”:
at any time, any Subsidiary which as of such time meets the definition of a
“significant subsidiary” contained as of the date hereof in Regulation S-X of
the Securities and Exchange Commission.


 


“Money Market Rate”:
for any Interest Period, with respect to any Same Day Loan, the fixed rate of
interest per annum quoted by the Administrative Agent to the applicable
Borrower to be the fixed rate of interest for such Same Day Loan at
approximately 3:00 P.M., New York City time, on the relevant Borrowing Date.


 


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


 


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


 


“Non-U.S. Lender”: as
defined in subsection 2.16(b).


 


“Note”: as defined in
subsection 2.2(e); collectively, the “Notes”.


 


“Participant”: as
defined in subsection 9.6(b).


 


“Permitted Encumbrances”:
(a) Liens imposed by law for taxes that are not yet due or are being contested
in compliance with subsection 5.1; (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 subsection 5.1; (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) 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 Borrowers or any of their respective Subsidiaries;
(f) any Lien arising out of judgments or awards against a Borrower or any
Subsidiary with respect to which such Borrower or such Subsidiary at the time
shall be prosecuting an appeal or proceedings for review and with respect to
which it shall have secured a stay of execution pending such appeal or
proceedings for review to the extent such proceeding has not resulted in an
Event of Default under subsection 7(i); and (g) Liens not otherwise covered by
clauses (a) - (f) inclusive which are incidental to the conduct of the business
of the Borrowers and their Subsidiaries or the ownership of their assets which
do not in the aggregate materially detract from the value of such assets or
materially impair their use in the operation of such Borrower’s or such
Subsidiary’s business; provided that the term “Permitted Encumbrances” shall
not include any Lien securing Debt.


 


“Person”: an
individual, partnership, corporation, limited liability company, business
trust, joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.


 


“PBGC”: the Pension
Benefit Guaranty Corporation referred to and defined in ERISA and any successor
entity performing similar functions.


 


8

















 


“Plan”: 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 either Borrower or any ERISA Affiliate 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 Grid”: the
Pricing Grid attached hereto as Annex A.


 


“Prior Credit Agreement”:
as defined in subsection 4.1(i).


 


“Purchasing Lender”:
as defined in subsection 9.6(c).


 


“Reference Banks”:
Barclays Bank PLC and such other banks acceptable to the Borrowers designated
by the Administrative Agent from time to time.


 


“Register”: as
defined in subsection 9.6(d).


 


“Requested Commitment
Termination Date”: as defined in subsection 2.18(a).


 


“Required Lenders”:
at a particular time, (a) prior to the 364-Day Commitment Termination Date,
Lenders, the Commitment Percentages of which aggregate more than 50%, and (b)
if the Commitments have been terminated and there are Loans outstanding,
Lenders holding Loans aggregating more than 50% of the aggregate outstanding
principal amount of Loans.


 


“S&P”: Standard
& Poor’s Ratings Service, a division of the McGraw-Hill Companies, Inc.,
and its successors.


 


“Same Day Lender”: Barclays
Bank PLC, in its capacity as lender of Same Day Loans hereunder.


 


“Same Day Loan”: a
Loan made pursuant to subsection 2.4.


 


“Senior Debt”: the
LLC’s and LP’s joint and several senior unsecured, non-credit enhanced, long
term debt for which a rating has been established by Moody’s and/or S&P as
provided in the Pricing Grid.


 


“Subsidiary”: as to
each Borrower, any corporation, partnership, limited liability company or other
entity of which shares of stock or other ownership interests having ordinary voting
power (other than stock or such other ownership interests having such power
only by reason of the happening of a contingency) to elect a majority of the
board of directors or other Persons performing similar functions are at the
time directly or indirectly owned by such Borrower.


 


“Successor”: as
defined in subsection 6.2.


 


“Syndication Agent”:
as defined in the preamble.


 


9

















 


“Terminating Lender”:
as defined in subsection 2.18(a).


 


“Term-out Loans”: Loans
the principal amount of which the Borrowers allow to remain outstanding after
the 364-Day Commitment Termination Date, but prior to the first anniversary of
the 364-Day Commitment Termination Date, in accordance with subsection 2.2(a).


 


“364-Day Commitment
Termination Date”: August 26, 2004.


 


“Tranche”: the
collective reference to Eurodollar Loans, the Interest Periods with respect to
all of which begin on the same date and end on the same later date (whether or
not the Loans comprising any such Tranche were originally made on the same
day).


 


“Transferee”: as
defined in subsection 9.4.


 


“Transfer Effective Date”:
as defined in each Assignment and Acceptance.


 


“Type”: as to any
Loan its nature as a Eurodollar Loan, an ABR Loan or a Same Day Loan.


 


“Voting Stock”: any
class or classes of Capital Stock pursuant to which the holders thereof have
the general voting power under ordinary circumstances to elect at least a
majority of the board of directors, managers or trustees of any Person
(irrespective of whether or not, at the time, stock of any other class or
classes shall have, or might have, voting power by reason of the happening of
any contingency).


 


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


 


(b)                                 As used herein and in any Notes, and any
certificate or other document made or delivered pursuant hereto, accounting terms
relating to each Borrower and its respective Subsidiaries not defined in
subsection 1.1 and accounting terms partly defined in subsection 1.1, to the
extent not defined, shall have the respective meanings given to them under
GAAP.


 


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


 


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


 


SECTION 2.  AMOUNT AND TERMS OF COMMITMENTS


 


2.1                               Commitment.  (a) Subject to the terms and conditions
hereof, each Lender severally agrees to make Loans to the Borrowers from time
to time during the Commitment Period in an aggregate principal amount at any
one time outstanding which, when added to such Lender’s Commitment Percentage
of the outstanding Same Day Loans, does not exceed the


 


10

















 


amount of such Lender’s then
current Commitment; provided, that the aggregate amount of the Loans
outstanding shall not at any time exceed the aggregate amount of the
Commitments.  During the Commitment
Period, each Borrower may use the Commitments by borrowing, prepaying the Loans
in whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof.


 


(b)                                 The Loans may from time to time be (i)
Eurodollar Loans, (ii) ABR Loans, (iii) a combination thereof, or (iv) Same Day
Loans, as determined by the applicable Borrower, and notified to the
Administrative Agent in accordance with subsection 2.3, 2.4 or 2.7; provided,
that unless the Borrowers have given notice to extend payment of the principal
amount of the Loans until the first anniversary of the 364-Day Commitment
Termination Date in accordance with subsection 2.2(a), no Loan shall be made as
a Eurodollar Loan after the day that is one month prior to the 364-Day
Commitment Termination Date.


 


2.2                               Repayment of Loans; Evidence of Debt. 
(a)  The Borrowers, jointly and
severally, hereby unconditionally promise to pay to the Administrative Agent
for the account of each Lender the then unpaid principal amount of the Loans of
such Lender on the 364-Day Commitment Termination Date (or such earlier date on
which the Loans become due and payable pursuant to Section 7).  The Borrowers, jointly and severally, hereby
unconditionally promise to the Same Day Lender to pay the then unpaid principal
amount of each Same Day Loan on the earlier of the 364-Day Commitment
Termination Date and the first Business Day after the Borrowing Date for such
Same Day Loan or, if an Interest Period was selected in the applicable
Borrower’s notice of borrowing for such Same Day Loan, the last day of such
Interest Period.  The Borrowers, jointly
and severally, hereby further agree to pay interest on the unpaid principal
amount of the Loans from time to time outstanding from the date hereof until
payment in full thereof at the rates per annum, and on the dates, set forth in
subsection 2.10.  The Borrowers may,
upon written notice to the Administrative Agent given at least 30 days prior to
the 364-Day Commitment Termination Date, extend the date upon which the
principal amount of the Loans of all the Lenders outstanding as of the 364-Day
Commitment Termination Date will be due and payable to the first anniversary of
the 364-Day Commitment Termination Date. 
If the Borrowers give notice to the Administrative Agent in accordance
with the preceding sentence, the Borrowers, jointly and severally, hereby
unconditionally promise to pay to the Administrative Agent for the account of
each Lender the then unpaid principal amount of the Loans of such Lender on the
first anniversary of the 364-Day Commitment Termination Date (or such earlier
date on which the Loans become due and payable pursuant to Section 7).


 


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


 


(c)                                  The Administrative Agent shall maintain the
Register pursuant to subsection 9.6(d) in which shall be recorded with respect
to each Borrower (i) the amount of each Loan made hereunder, the Type thereof
and each Interest Period applicable thereto, (ii) the amount of any principal
or interest due and payable or to become due and payable from such Borrower to
each Lender hereunder and (iii) both the amount of any sum received by the
Administrative Agent hereunder from such Borrower and each Lender’s share
thereof.


 


11

















 


(d)                                 The entries made in the Register and the
accounts of each Lender maintained pursuant to subsection 2.2(b) shall, to the
extent permitted by applicable law, be prima facie evidence of the existence
and amounts of the obligations of each Borrower therein recorded; provided,
however, that the failure of any Lender or the Administrative Agent to maintain
the Register or any such account, or any error therein, shall not in any manner
affect the obligation of the Borrowers to repay (with applicable interest) the
Loans made to either Borrower by such Lender in accordance with the terms of
this Agreement.


 


(e)                                  The Borrowers agree that, upon the request to
the Administrative Agent by any Lender, the Borrowers will execute and deliver
to such Lender a promissory note of the Borrowers evidencing the Loans of such
Lender, substantially in the form of Exhibit A with appropriate insertions as
to date and principal amount (a “Note”).


 


2.3                               Procedure for Revolving Credit Borrowing. 
(a)  Each Borrower may borrow
under the Commitments during the Commitment Period on any Business Day;
provided, that the applicable Borrower shall give the Administrative Agent
irrevocable written notice, substantially in the form of Exhibit F hereto, (i)
prior to 12:00 P.M., New York City time, three Business Days prior to the
requested Borrowing Date, in the case of Eurodollar Loans and (ii) prior to
12:00 P.M., New York City time, on the requested Borrowing Date, in the case of
ABR Loans, specifying (A) the amount to be borrowed, (B) the requested
Borrowing Date, (C) whether the borrowing is to be a Eurodollar Loan, an ABR
Loan, or a combination thereof and (D) the length of the Interest Period for
each Eurodollar Loan included in such notice. 
If no election as to the Type of borrowing is specified, then the
requested borrowing shall be an ABR borrowing. If no Interest Period is
specified with respect to any requested Eurodollar borrowing, then the Interest
Period shall be deemed to be one month. 
Each Eurodollar or ABR borrowing under the Commitments shall be in an
aggregate principal amount of the lesser of (1) $10,000,000 or a whole multiple
of $1,000,000 in excess thereof, and (2) the then Available Commitments.


 


(b)                                 Upon receipt of such notice from the
applicable Borrower, the Administrative Agent shall promptly notify each Lender
thereof (but in any event no later than (i) the date of receipt of such notice
from such Borrower in the case of Eurodollar Loans and (ii) 2:00 P.M., New York
City time, on the requested Borrowing Date in the case of ABR Loans).  Each Lender will make the amount of its pro rata share of each borrowing available
to the Administrative Agent for the account of such Borrower at the office of
the Administrative Agent set forth in subsection 9.2 prior to (i) 4:00 P.M.,
New York City time, in the case of ABR Loans, and (ii) 12:00 P.M., New York
City time, in the case of Eurodollar Loans on the Borrowing Date requested by
such Borrower in funds immediately available to the Administrative Agent in
Dollars.  The proceeds of all Loans will
then be made available to such Borrower by the Administrative Agent by
crediting the account of such Borrower on the books of the Administrative Agent,
or such other account of such Borrower as shall have been designated by such
Borrower to the Administrative Agent.


 


(c)                                  Unless the Administrative Agent shall have
been notified in writing by any Lender prior to a proposed Borrowing Date that
such Lender will not make available to the Administrative Agent the amount
which would constitute its Commitment Percentage of the borrowing on such
Borrowing Date, the Administrative Agent may assume that such Lender has made
such amount available to the Administrative Agent on such Borrowing Date, and the


 


12

















 


Administrative Agent may, in
reliance upon such assumption, make available to the applicable Borrower an
amount equal to such Lender’s Commitment Percentage of the borrowing on such
Borrowing Date.  The Administrative
Agent shall notify such Borrower as promptly as practicable if such Lender’s
Commitment Percentage of such borrowing is not made available to the
Administrative Agent on such Borrowing Date. 
If such amount is made available to the Administrative Agent on a date
after such Borrowing Date, such Lender shall pay to the Administrative Agent on
demand an amount equal to the product of (i) the daily average overnight
federal funds rate during such period as quoted by the Administrative Agent, times
(ii) the amount of such Lender’s Commitment Percentage of such borrowing (minus
the amount, if any, which such Lender has made available to the Administrative
Agent), times (iii) a fraction the numerator of which is the number of days
that elapse from and including such Borrowing Date to the date on which such
Lender’s Commitment Percentage of such borrowing shall have become immediately
available to the Administrative Agent and the denominator of which is 360.  A certificate of the Administrative Agent
submitted to any Lender with respect to any amounts owing under this subsection
2.3(c) shall be prima facie
evidence of the accuracy of the information set forth therein, absent manifest
error.  If such Lender’s Commitment
Percentage of such borrowing is not in fact made available to the
Administrative Agent by such Lender within three Business Days of such
Borrowing Date, the Administrative Agent shall be entitled to recover the
amount of such Lender’s Commitment Percentage of such borrowing (minus the amount,
if any, which such Lender had made available to the Administrative Agent) on
demand from such Borrower with interest thereon (i) for the period from and
including such Borrowing Date to the date one day after such demand, at a rate
per annum equal to the daily average overnight federal funds rate during such
period as quoted by the Administrative Agent and calculated on the basis of a
360-day year for the actual days elapsed and (ii) thereafter, at the rate per
annum applicable to ABR Loans hereunder. 
Nothing contained in this subsection 2.3(c) shall prejudice in any
manner whatsoever any right or remedy of such Borrower against such Lender.


 


2.4                               Same Day Loans. 
(a)  Subject to the terms and
conditions set forth herein, the Same Day Lender agrees to make Same Day Loans
to the Borrowers from time to time during the Commitment Period, in an
aggregate principal amount at any time outstanding that will not result in (i)
the aggregate principal amount of outstanding Same Day Loans exceeding
$50,000,000 or (ii) the aggregate principal amount of outstanding Loans
exceeding $400,000,000.  Borrowings of
Same Day Loans under the Commitments shall be in an aggregate principal amount
of not less than (1) $1,000,000, and (2) not greater than the then Available
Commitments with respect to Same Day Loans. 
With respect to borrowings of Same Day Loans in excess of $1,000,000,
any such excess amount shall be in a whole multiple of $100,000.  Within the foregoing limits and subject to
the terms and conditions set forth herein, each Borrower may borrow, prepay and
reborrow Same Day Loans.


 


(b)                                 To request a Same Day Loan, a Borrower shall
notify the Administrative Agent of such request by telephone (confirmed by
telecopy in a form substantially the same as Exhibit H), not later than 12:00
P.M., New York City time, on the day of a proposed Same Day Loan.  Each such notice shall be irrevocable and
shall specify the requested date (which shall be a Business Day), amount of the
requested Same Day Loan and any Interest Period selected.  The Administrative Agent will promptly
advise the Same Day Lender of any such notice received from such Borrower.  The Same Day Lender shall make each Same Day
Loan available to such Borrower by means of a credit to the general deposit
account of such Borrower with the Same


 


13

















 


Day Lender by 3:00 P.M., New
York City time, on the requested date of such Same Day Loan.  Subject to subsection 2.4(c), each payment
(including each prepayment) by either Borrower on account of Same Day Loans
shall be made to the Same Day Lender for the Same Day Lender’s sole account.


 


(c)                                  The Same Day Lender may by written notice
given to the Administrative Agent not later than 1:00 P.M., New York City time,
on any Business Day require the Lenders to acquire participations on such
Business Day in all or a portion of the Same Day Loans outstanding.  Such notice shall specify the aggregate
amount of Same Day Loans in which Lenders will participate.  Promptly upon receipt of such notice, the
Administrative Agent will give notice thereof to each Lender, specifying in
such notice such Lender’s Commitment Percentage of such Same Day Loan or
Loans.  Each Lender hereby absolutely
and unconditionally agrees, upon receipt of notice as provided above, to pay to
the Same Day Lender, such Lender’s Commitment Percentage of such Same Day Loan
or Loans.  Each Lender acknowledges and
agrees that its obligation to acquire participations in Same Day Loans pursuant
to this paragraph is absolute and unconditional and shall not be affected by
any circumstance whatsoever, including the occurrence and continuance of a
Default or reduction or termination of the Commitments, and that each such
payment shall be made without any offset, abatement, withholding or reduction
whatsoever.  Each Lender shall comply
with its obligation under this paragraph by wire transfer of immediately
available funds by 3:00 P.M., New York City time, on the date of receipt of the
notice referenced above, to the account of the Same Day Lender most recently
designated by it for such purpose by notice to the Lenders.  The Administrative Agent shall notify the
Borrower of any participations in any Same Day Loan acquired pursuant to this
paragraph, and thereafter payments in respect of such Same Day Loan shall be
made to the Administrative Agent and not to the Same Day Lender.  Any amounts received by the Same Day Lender
from the Borrower (or other party on behalf of the Borrower) in respect of a
Same Day Loan after receipt by the Same Day Lender of the proceeds of a sale of
participations therein shall be promptly remitted to the Administrative Agent;
any such amounts received by the Administrative Agent shall be promptly
remitted by the Administrative Agent to the Lenders that shall have made their
payments pursuant to this paragraph and to the Same Day Lender, as their
interests may appear.  The purchase of
participations in a Same Day Loan pursuant to this paragraph shall not relieve
the Borrowers of any default in the payment thereof.  Notwithstanding the foregoing, a Lender shall not have any
obligation to acquire a participation in a Same Day Loan pursuant to this
paragraph if an Event of Default shall have occurred and be continuing at the time
such Same Day Loan was made and such Lender shall have notified the Same Day
Lender in writing, at least one Business Day prior to the time such Same Day
Loan was made, that such Event of Default has occurred and that such Lender
will not acquire participations in Same Day Loans made while such Event of
Default is continuing.


 


2.5                               Termination or Reduction of Commitments. 
(a)  The Borrowers shall have the
right, upon not less than five Business Days’ written notice to the
Administrative Agent, to terminate the Commitments or, from time to time, to
reduce the amount thereof; provided, 
that no such termination or reduction shall be permitted if, after
giving effect thereto and to any prepayments of the Loans made on the effective
date thereof, the then outstanding principal amount of the Loans would exceed
the amount of the Commitments then in effect. 
Any such reduction shall be in an amount of $10,000,000, or a whole
multiple of $5,000,000 in excess thereof, and shall reduce permanently the
amount of such Commitments then in effect.


 


14

















 


(b)                                 Unless an Event of Default has occurred and
is continuing, the Borrowers shall have the right, in their sole discretion, to
terminate the Commitment of any Lender by giving the Administrative Agent and
such Lender a written notice setting forth its election and a termination date
(the “Early Commitment Termination Date”), which date shall not be
earlier than 30 days after the date on which such notice has been given, except
as otherwise provided in subsections 2.14(c), 2.15 and 2.16(f).  On the Early Commitment Termination Date,
such Lender’s Commitment shall terminate and the Borrowers shall (i) prepay all
of such Lender’s outstanding Loans together with interest thereon accrued to
such Early Commitment Termination Date and any amounts payable pursuant to
subsection 2.17, (ii) pay all Commitment Fees accrued to such Early Commitment
Termination Date with respect to such Lender’s Commitment and (iii) pay all
amounts then owing to such Lender pursuant to subsections 2.14, 2.16, 2.17 and
9.5 for which demand has been made to the Borrowers prior to such Early
Commitment Termination Date.  Upon
termination of such Lender’s Commitment in accordance with this subsection
2.5(b), such Lender shall cease to be a party hereto subject to the provisions
of subsection 8.7.


 


(c)                                  In the event that the Borrowers elect to
terminate the Commitment of any Lender pursuant to subsection 2.5(b), the
Borrowers shall have the right, in their sole discretion, upon notice to the
Administrative Agent, to request one or more Lenders or Purchasing Lenders, or
to seek another lender, to acquire, pursuant to subsection 9.6(c), such
terminated Commitment and all amounts owing to such Lender in respect of its
Loans hereunder; provided, however, that if such terminated Commitments are in
the aggregate greater than 15% of the then aggregate Commitments, the Borrowers
will replace such terminated Lender or Lenders with one or more replacement
lenders (which may be a Lender or Lenders) which will acquire on the date of
such termination, pursuant to subsection 9.6(c), an amount of such terminated
Commitment or Commitments, as applicable, which will result in the then
aggregate Commitments, after giving effect to such acquisition, being at least
85% of the aggregate Commitments as of the Closing Date (as the same may be
reduced pursuant to subsection 2.5(a), but excluding any reductions pursuant to
subsection 2.5(b)).


 


2.6                               Optional and Mandatory Prepayments. 
(a)  Optional Prepayments.  The Borrowers may at any time and from time
to time prepay the Loans, in whole or in part, without premium or penalty upon
(i) in the case of Eurodollar Loans, at least three Business Days’ irrevocable
written notice to the Administrative Agent, specifying the date and amount of
prepayment and whether the prepayment is of Eurodollar Loans or a combination
of Eurodollar Loans and ABR Loans, and if a combination thereof, the amount of
prepayment allocable to each, (ii) in the case of ABR Loans, at least one
Business Day’s irrevocable written notice to the Administrative Agent,
specifying the date and amount of prepayment and (iii) in the case of Same Day
Loans, upon irrevocable written notice to the Administrative Agent received no
later than 12:00 P.M. on the day of such prepayment, specifying the date and
amount of prepayment.  Upon receipt of
such notice the Administrative Agent shall promptly notify each Lender
thereof.  If such notice is given, the
payment amount specified in such notice shall be due and payable on the date specified
therein, together with any interest thereon accrued to such prepayment date and
any amounts payable pursuant to subsection 2.17.


 


(b)                                 Mandatory Prepayments.  If,
after giving effect to any termination or reduction of the Commitments pursuant
to subsection 2.5, the aggregate outstanding principal


 


15

















 


amount of the Loans exceeds
the Commitments as so reduced, the Borrowers shall, simultaneously with any
such termination or reduction of the Commitments pay or prepay an amount equal
to such excess together with interest thereon accrued to such date of payment
or prepayment and any amount payable pursuant to subsection 2.17.


 


2.7                               Conversion and Continuation Options. 
(a)  Each Borrower may elect from
time to time to convert its Eurodollar Loans to ABR Loans by giving the
Administrative Agent prior irrevocable notice, in a form substantially the same
as Exhibit I, of such election by 12:00 P.M., New York City time, on a Business
Day; provided, that any such conversion of Eurodollar Loans may only be
made on the last day of an Interest Period with respect thereto.  Each Borrower may elect from time to time to
convert its ABR Loans to Eurodollar Loans by giving the Administrative Agent at
least three Business Days’ prior irrevocable notice of such election.  Any such notice of conversion to Eurodollar
Loans shall specify the length of the Interest Periods therefor.  Upon receipt of any such notice the
Administrative Agent shall promptly notify each Lender thereof.  All or any part of the outstanding
Eurodollar Loans and  ABR Loans may be
converted as provided herein; provided, that no Loan may be converted
into a Eurodollar Loan when any Event of Default has occurred and is continuing
if the Administrative Agent, upon the request of the Required Lenders, shall
determine not to permit such conversions.


 


(b)                                 Any Eurodollar Loans may be continued as such
upon the expiration of the then current Interest Period with respect thereto by
the applicable Borrower giving notice, in a form substantially the same as
Exhibit I, to the Administrative Agent, in accordance with the appropriate
notification provisions therefor set forth in subsection 2.7(a), of the length
of the next Interest Period to be applicable to such Loans; provided, that if
the applicable Borrower shall fail to give any required notice as described
above in this paragraph, such Loans shall automatically be continued as
Eurodollar Loans with an Interest Period of one month; provided, further, that
no Eurodollar Loan may be continued as such when any Event of Default has
occurred and is continuing if the Administrative Agent, upon the request of the
Required Lenders, shall determine not to permit such continuations; and further
provided, that if such continuation is not permitted pursuant to the preceding
proviso, such Loans shall automatically be converted to ABR Loans.


 


(c)                                  This subsection 2.7 shall not apply to Same
Day Loans, which may not be converted or continued.


 


2.8                               Maximum Number of Tranches.  All conversions and
continuations of Loans outstanding at any one time hereunder and all selections
of Interest Periods hereunder shall be in such amounts and be made pursuant to
such elections so that, after giving effect thereto, there shall be no more
than 15 Tranches.


 


2.9                               Fees.  (a) 
The Borrowers agree to pay to the Administrative Agent for the ratable
account of each Lender a commitment fee (the “Commitment Fee”) from and
including the first day of the Commitment Period to the 364-Day Commitment
Termination Date, at the rate per annum equal to the Applicable Commitment Fee
Rate on the average daily amount of the Available Commitment of such Lender
during the period for which payment is made. 
Such Commitment Fees shall be payable quarterly in arrears on the last
Business Day of each March, June, September and December and on the 364-Day
Commitment Termination Date or such


 


16

















 


earlier date as the
Commitment of such Lender shall terminate as provided herein, commencing on the
first of such dates to occur after the Closing Date.


 


(b)                                 The Borrowers agree to pay to the
Administrative Agent for the ratable account of each Lender, a utilization fee
(a “Utilization Fee”) at a rate per annum equal to the Applicable Utilization
Fee Rate for each Excess Utilization Day on the outstanding Loans of such
Lender on such Excess Utilization Day during the period for which payment is
made.  Such Utilization Fees shall be
payable quarterly in arrears on the last Business Day of each March, June,
September and December and on the 364-Day Commitment Termination Date or such
earlier date as the Commitment of such Lender shall terminate as provided
herein, commencing on the first of such dates to occur after the Closing Date.


 


(c)                                  The Borrowers agree to pay to the
Administrative Agent and the Co-Lead Arrangers, for their own respective
accounts, the fees heretofore agreed in writing pursuant to the fee letter
dated as of June 30, 2003 (the “Fee Letter”) with the Administrative
Agent and the Co-Lead Arrangers (any such fees, the “Agent’s/Arranger’s Fees”).
The Borrowers agree to pay to the Administrative Agent for the respective
accounts of the Lenders, pro rata
according to their Commitment amounts, an upfront fee in an amount set forth in
the Fee Letter.


 


2.10                        Interest Rate.  (a)
Each Eurodollar Loan shall bear interest for the Interest Period applicable
thereto on the unpaid principal amount thereof at a rate per annum equal to the
Eurodollar Rate determined for such Interest Period plus the Applicable
Eurodollar Margin.


 


(b)                                 Each Same Day Loan shall bear interest on the
unpaid principal amount thereof at a rate per annum equal to the Money Market
Rate plus the Applicable Eurodollar Margin; provided, however, that, at any
time as there shall be a Same Day Loan outstanding past the date such Same Day
Loan is due and payable or there shall have occurred and be continuing an Event
of Default, each Same Day Loan as to which the Lenders shall have acquired
participations pursuant to subsection 2.4(c) shall bear interest from and after
the earlier of (i) the date after which such Same Day Loan is due and payable
or (ii) the date on which such Event of Default shall have occurred, in each
case at a rate per annum equal to the Alternate Base Rate.


 


(c)                                  Each ABR Loan shall bear interest at a rate
per annum equal to the Alternate Base Rate.


 


(d)                                 If all or a portion of the principal amount
of or any interest on any Loan shall not be paid when due (without regard to
any applicable grace periods, whether at the stated maturity, by acceleration
or otherwise), such overdue amount shall, without limiting the rights of any
Lender under Section 7, bear interest at a rate per annum equal to the rate
which would otherwise be applicable pursuant to subsection 2.10(a), (b) or (c),
as applicable, plus 2%, in each case from the date of nonpayment until paid in
full (as well after as before judgment).


 


(e)                                  Interest on each Loan shall be payable in
arrears on each Interest Payment Date with respect thereto.


 


2.11                        Computation of Interest and Fees.  (a)
Interest in respect of the ABR Loans shall be calculated on the basis of a 365
(or 366, as the case may be) day year for the actual days


 


17

















 


elapsed.  Interest in respect of Eurodollar Loans,
Same Day Loans, Commitment Fees, Utilization Fees, and other amounts owing
shall be calculated on the basis of a 360 day year for the actual days
elapsed.  The Administrative Agent shall
as soon as practicable notify the Borrowers and the Lenders of each
determination of a Eurodollar Rate.  Any
change in the interest rate on a Loan resulting from a change in the Alternate
Base Rate or the Applicable Eurodollar Margin shall become effective as of the
opening of business on the day on which such change in the Alternate Base Rate
is announced or such Applicable Eurodollar Margin changes as provided herein,
as the case may be.  The Administrative
Agent shall as soon as practicable notify the Borrowers and the Lenders of the
effective date and the amount of each such change.


 


(b)                                 Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the Borrowers and the Lenders in the absence of
manifest error.  Upon the request of a
Borrower, the Administrative Agent shall deliver to the Borrowers a statement
showing the determination of  any
interest rate pursuant to subsections 2.10(a), (b) or (c), as applicable.


 


2.12                        Inability to Determine Interest Rate.  In
the event that prior to the first day of any Interest Period with respect to a
Eurodollar Loan:


 


(i)                                     the Administrative Agent determines (which
determination shall be conclusive absent manifest error) that adequate and
reasonable means do not exist for ascertaining the Eurodollar Rate for such
Interest Period; or


 


(ii)                                  the Administrative Agent shall have received
notice prior to the first day of such Interest Period from the Required Lenders
that the interest rate determined pursuant to subsection 2.10(a) for such
Interest Period does not accurately reflect the cost to such Lenders (as
conclusively certified by such Lenders) of making or maintaining Eurodollar
Loans during such Interest Period,


 


with respect to a Loan that is to be made as or converted to or continued
as a Eurodollar Loan, the Administrative Agent shall forthwith give telecopy or
telephonic notice of such determination to the Borrowers and each Lender at
least one day prior to the relevant Borrowing Date, conversion date or
continuation date for such Eurodollar Loan. 
If such notice is given, any Loan that is to be made as or converted to
or continued as a Eurodollar Loan shall be made as or converted to an ABR Loan.


 


2.13                        Pro Rata Treatment and Payments.  (a)
Except as provided by subsection 2.4, each borrowing by either Borrower from
the Lenders hereunder and, except as otherwise provided by subsection 2.5(b),
in the Fee Letter or by subsection 2.9(c), each payment by either Borrower on
account of any fee payable hereunder in respect of the Commitments and any
reduction of the Commitments of the Lenders hereunder shall be made pro rata according to the respective
Commitment Percentages of the Lenders. 
Except as otherwise provided in subsections 2.4 and 2.5(b), each payment
(including each prepayment) by either Borrower on account of principal of and
interest on the Loans shall be made pro rata
according to the respective outstanding principal amounts of the Loans then
held by the Lenders.


 


18

















 


(b)                                 All payments (including prepayments) to be
made by either Borrowers hereunder and under any Notes on account of principal,
interest and fees shall be made prior to 3:00 PM, New York City time, on the
date when due without set-off or counterclaim and shall be made to the
Administrative Agent (except payments to be made directly to the Same Day
Lender as expressly provided in this Agreement), for the account of the Lenders
(or, in the case of payments made pursuant to subsection 2.5(b), for the
account of each Lender whose Commitment has been terminated pursuant to any
such subsection or, in the case of Agent’s/Arranger’s Fees, to the
Administrative Agent or the Co-Lead Arrangers as agreed in writing), at the
Administrative Agent’s office set forth in subsection 9.2, in lawful money of
the United States of America and in immediately available funds.  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.  The Administrative
Agent shall distribute such payments to each Lender promptly upon receipt in
like funds as received.


 


(c)                                  If at any time insufficient funds are
received by and available to the Administrative Agent to pay fully all amounts
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 accrued 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.


 


2.14                        Increased Costs.  (a)
If the adoption of any applicable law, rule or regulation after the date of
this Agreement, or any change in any law, rule or regulation, or in the
interpretation, application or administration thereof by any Governmental
Authority, central bank or comparable agency charged with the interpretation,
application or administration thereof after the date of this Agreement, or
compliance by any Lender with any request or directive (whether or not having
the force of law) of any such authority, central bank or comparable agency made
after the date of this Agreement shall impose, modify or deem applicable any
reserve, special deposit or similar requirement (including, without limitation,
any such requirement imposed by the Board of Governors of the Federal Reserve
System or any Person or Persons performing similar functions with respect to a
foreign bank) against assets of, deposits with or for the account of, or credit
extended by, any Lender which are not otherwise included in the determination
of the applicable Eurodollar Rate hereunder, or shall impose any other
condition (including, without limitation, any assessment for deposit insurance
under any applicable laws) regarding this Agreement; and the result of any of
the foregoing is to increase the cost to such Lender, by an amount which such
Lender deems to be material, of making, converting into, continuing or
maintaining extensions of credit or to reduce any amount receivable hereunder,
in each case, in respect of its Eurodollar Loans, then, in any such case, the
Borrowers shall promptly pay such Lender, upon its demand, any additional
amounts necessary to compensate such Lender for such additional cost or reduced
amount receivable.


 


(b)                                 If any Lender shall have determined
reasonably and in good faith that the adoption of any law, rule, regulation or
guideline regarding capital adequacy after the date of this Agreement, or any
change in any of the foregoing after the date of this Agreement or in the
interpretation or administration of any of the foregoing by any Governmental
Authority, central bank or comparable agency charged with the interpretation or
administration thereof after the


 


19

















 


date of this Agreement, or
compliance by such Lender (or any lending office of such Lender) with any
request or directive regarding capital adequacy (whether or not having the
force of law) of any such Governmental Authority, central bank or comparable
agency after the date of this Agreement, 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 as a consequence of its obligations hereunder to a
level below that which such Lender or such Lender’s holding company could have
achieved but for this Agreement and such adoption, change or compliance (taking
into consideration such Lender’s policies and the policies of such Lender’s
holding company with respect to capital adequacy) by an amount which such
Lender deems to be material, then from time to time promptly after demand by such
Lender, the Borrowers shall pay to such Lender such additional amount or
amounts as will compensate such Lender or such Lender’s holding company for
such reduction.


 


(c)                                  If a Lender becomes entitled to claim any
additional amounts pursuant to this subsection 2.14, it shall promptly notify
the Borrowers, through the Administrative Agent, of the event by reason of
which it has become so entitled.  A
certificate as to any additional amounts payable pursuant to this subsection
2.14 and setting forth in reasonable detail the basis for such claim, submitted
by such Lender (through the Administrative Agent) to the Borrowers, shall be
conclusive in the absence of manifest error. 
The Borrowers shall pay such Lender the amount shown as due on any such
certificate promptly upon receipt thereof. 
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 Borrowers shall not be required
to compensate a Lender pursuant to this subsection 2.14 for any increased costs
or reductions incurred more than six months prior to the date that such Lender
notifies the Borrowers of such Lender’s intention to claim compensation
therefor and, if the circumstances giving rise to such increased cost or
reduction have a retroactive effect, then such six-month period shall be
extended to include the period of such retroactive effect.  Each Lender shall designate a different
lending office for funding or booking its Loans hereunder or assign its rights
and obligations hereunder to another of its offices, branches or affiliates, if
such designation or assignment will avoid the need for, or reduce the amount
of, compensation pursuant to this subsection 2.14 and will not, in the judgment
of such Lender, be otherwise disadvantageous to such Lender.  Upon receipt of notice from such Lender of a
claim pursuant to this subsection 2.14, the Borrowers may terminate such
Lender’s Commitment pursuant to subsection 2.5(b) upon three Business Days’
notice to the Administrative Agent and such Lender unless such Lender shall
have designated a different lending office or assigned its rights and
obligations hereunder to another of its offices, branches or affiliates as
provided in the preceding sentence.


 


2.15                        Illegality. 
Notwithstanding any other provision of this Agreement, if any
requirement of law or any change therein or in the interpretation or
application thereof shall make it unlawful for any Lender to make or maintain Eurodollar
Loans as contemplated by this Agreement, such Lender shall promptly notify the
Borrowers and the Administrative Agent thereof and the Commitment of such
Lender hereunder to make and continue Eurodollar Loans as such and convert ABR
Loans to Eurodollar Loans shall forthwith be suspended to the extent required
by law until such time as such Lender may again make and maintain Eurodollar
Loans.  To the extent required by law
such Lender’s Loans then outstanding as Eurodollar Loans, if any, shall be converted
into ABR Loans on the last day of the Interest Period therefor, or within such


 


20

















 


earlier period as required
by law, to the extent necessary to maintain such Lender’s Commitment Percentage
of outstanding Loans.  Such Lender shall
designate a different lending office for funding or booking its Eurodollar
Loans or assign its rights and obligations hereunder to another of its offices,
branches or affiliates if such designation or assignment will permit such
Lender to lawfully make and maintain Eurodollar Loans hereunder and will not,
in the judgment of such Lender, be otherwise disadvantageous to such
Lender.  Upon receipt of notice from
such Lender as specified in the first sentence of this subsection 2.15, the
Borrowers may terminate such Lender’s Commitment pursuant to subsection 2.5(b)
upon three Business Days’ notice to the Administrative Agent unless such Lender
shall have designated a different lending office or assigned its rights and
obligations hereunder to another of its offices, branches or affiliates as
provided in the preceding sentence.


 


2.16                        Taxes.  (a) Except as otherwise provided hereunder,
payments made by a Borrower, the Administrative Agent or any Lender under this
Agreement and any Notes shall be made free and clear of, and without reduction
or withholding for or on account of, any present or future income, stamp or
other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereafter imposed, levied, collected, withheld or assessed
by any Governmental Authority excluding, in the case of the Administrative
Agent and each Lender, net income and franchise taxes imposed on or
withholdings required on payments made to the Administrative Agent or such
Lender by the jurisdiction under the laws of which the Administrative Agent or
such Lender is organized or any political subdivision or taxing authority
thereof or therein, or by any jurisdiction in which such Lender’s lending
office is located or any political subdivision or taxing authority thereof or
therein (all such non-excluded taxes, levies, imposts, deductions, charges or
withholdings being hereinafter called “Taxes”).  If any Taxes are required to be withheld
from any amounts payable to the Administrative Agent or any Lender hereunder or
under any Notes, the amounts so payable to the Administrative Agent or such
Lender shall be increased to the extent necessary to yield to the
Administrative Agent or such Lender (after payment of all Taxes) interest or
any such other amounts payable hereunder at the rates or in the amounts
specified in this Agreement and any Notes; provided, that no such increase to
the amounts payable hereunder shall be made or be payable (i) to the extent
that such Taxes are attributable to the failure of the Administrative Agent or
such Lender to comply with the requirements of subsection 2.16(b) hereof or
(ii) that are United States withholding taxes imposed on amounts payable to
such Lender at the time such Lender becomes a party to this Agreement, except
to the extent that such Lender’s assignor (if any) was entitled, at the time of
assignment, to receive additional amounts from the Borrower with respect to
such Taxes pursuant to this subsection 2.16(a).


 


(b)                                 Each Lender (or transferee) that is not a
“U.S. Person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S.
Lender”) shall deliver to the Borrowers and the Administrative Agent (or,
in the case of a Participant, to the Lender from which the related
participation shall have been purchased) two copies of either U.S. Internal
Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S.
Lender claiming exemption from U.S. federal withholding tax under Section
871(h) or 881(c) of the Code with respect to payments of “portfolio interest”,
a statement substantially in the form of Exhibit G and a Form W-8BEN, or any
subsequent versions thereof or successors thereto, properly completed and duly
executed by such Non-U.S. Lender claiming complete exemption from, or a reduced
rate of, U.S. federal withholding tax on all payments by the Borrowers under
this Agreement and the Notes.


 


21

















 


Such forms shall be
delivered by each Non-U.S. Lender on or before the later of (i) the date it becomes
a party to this Agreement (or, in the case of any Participant, on or before the
date such Participant purchases the related participation) or (ii) prior to
receipt by such Lender or Participant of any payment subject to withholding
under the Code.  In addition, each
Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or
invalidity of any form previously delivered by such Non-U.S. Lender.  Each Non-U.S. Lender shall promptly notify
the Borrowers at any time it determines that it is no longer in a position to
provide any previously delivered certificate to the Borrowers (or any other
form of certification adopted by the U.S. taxing authorities for such
purpose).  Notwithstanding any other
provision of this subsection 2.16(b), a Non-U.S. Lender shall not be required
to deliver any form pursuant to this subsection 2.16(b) that such Non-U.S.
Lender is not legally able to deliver.


 


(c)                                  The applicable Borrower shall promptly send
to the Administrative Agent for its own account or for the account of any
Lender, as the case may be, a copy of an original official receipt received by
such Borrower showing payment to the proper taxing authority by such Borrower
of any Taxes withheld.  If a Borrower
fails to withhold and pay over to the proper taxing authority any Taxes when
due or fails to remit to the Administrative Agent or any Lender the required
receipts or other required documentary evidence, the Borrowers shall indemnify
the Administrative Agent and any such Lender for any interest or penalties that
may become payable by the Administrative Agent or any Lender as a result of any
such failure.


 


(d)                                 Each Lender shall designate a different
lending office for its Loans or assign its rights and obligations hereunder to
another of its offices, branches or affiliates if such designation or
assignment will avoid the need for, or reduce the amount of, increased amounts
payable pursuant to subsection 2.16(a) and will not, in the judgment of such
Lender, be otherwise disadvantageous to such Lender.


 


(e)                                  Each Borrower agrees to pay, indemnify, and
hold each Lender and the Administrative Agent harmless from 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 or any Notes.


 


(f)                                    If an amount payable by a Borrower hereunder
for the account of any Lender is increased pursuant to subsection 2.16(a), or
the Borrowers become liable to indemnify the Administrative Agent or any Lender
under subsection 2.16 (e), the Borrowers shall have the right to terminate
the Commitment of such Lender pursuant to subsection 2.5(b) upon three Business
Days’ notice to the Administrative Agent and such Lender unless such Lender
shall have designated a different lending office or assigned its rights and
obligations hereunder to another of its offices, branches or affiliates as
provided in subsection 2.16 (d).


 


2.17                        Break Funding Payments.  In the event of: (a) the
payment of any principal of any Eurodollar Loan or Same Day 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 Loan on the date specified in any
notice delivered pursuant hereto, (d) the assignment of any Eurodollar Loan
other than on the last day of the 


 


22

















 


Interest Period applicable
thereto as a result of a request by the Borrowers pursuant to subsections
2.5(b) or (c), then, in any such event, the Borrowers shall compensate each
Lender for the loss, cost and expense attributable to such event.  The loss to any Lender attributable to any
such event shall be an amount determined by such Lender to be equal to the
excess, if any, of (i) the amount of interest that would have accrued to such Lender
on the amount so paid or not borrowed, continued or converted at a rate of
interest equal to the Eurodollar Rate for such Eurodollar Loan, for the period
from the date of such payment or failure to borrow, continue or convert to the
last day (x) in the case of a payment other than on the last day of the  Interest Period for such Loan, of the then
current Interest Period for such Loan, or (y) in the case of such failure to
borrow, continue or convert, of the Interest Period for such Loan which would
have commenced on the date of such failure to borrow, continue or convert, over
(ii) the amount of interest which would have accrued to such Lender on such
amount by placing such amount on deposit for a comparable period with leading
Lenders in the London interbank market. 
If a Lender becomes entitled to claim any amounts pursuant to this
subsection 2.17, it shall promptly notify the Borrowers, through the
Administrative Agent, of the event by reason of which it has become so
entitled.  A certificate as to any
amounts payable pursuant to this subsection 2.17 and setting forth in
reasonable detail the basis for such claim, submitted by such Lender (through
the Administrative Agent) to the Borrowers, shall be conclusive in the absence
of manifest error.  The Borrowers shall
pay such Lender the amount shown as due on any such certificate promptly after
receipt thereof.


 


2.18                        Extension of 364-Day Commitment Termination Date.  (a)
The Borrowers may request, in a notice given as herein provided to the
Administrative Agent and each of the Lenders not less than 45 days and not more
that 60 days prior to the 364-Day Commitment Termination Date (the “Existing
Commitment Termination Date”), that the 364-Day Commitment Termination Date
be extended for 364 days (such 364th day, the “Requested Commitment
Termination Date”).  Each Lender,
acting in its sole discretion, shall, not later than a date 30 days after its
receipt of any such notice from the Borrowers, notify the Borrowers and the
Administrative Agent in writing of its election to extend or not to extend the
364-Day Commitment Termination Date with respect to its Commitment.  Any Lender which shall not timely notify the
Borrower and the Administrative Agent of its election to extend the 364-Day
Commitment Termination Date shall be deemed not to have elected to extend the
364-Day Commitment Termination Date with respect to its Commitment (any Lender
who timely notifies the Borrower and the Administrative Agent of an election
not to extend  and any Lender who fails
to timely notify the Borrower and the Administrative Agent of its election
being referred to as a “Terminating Lender”).  The election of any Lender to agree to a requested extension
shall not obligate any other Lender to agree.


 


(b)                                 If and only if the Required Lenders
(including Commitments of all Terminating Lenders on such date) shall have
agreed during the 30 day period referred to in subsection 2.18(a) to extend the
Existing Commitment Termination Date, then (i) the Commitments of the Lenders
other than Terminating Lenders (the “Continuing Lenders”) shall, subject
to the other provisions of this Agreement, be extended to the Requested
Commitment Termination Date specified in the notice from the Borrower, and as
to such Lenders the term “364-Day Commitment Termination Date”, as used herein,
shall on and after the date as of which the requested extension is effective
mean such Requested Commitment Termination Date, provided that if such date is
not a Business Day, then such Requested Commitment Termination


 


23

















 


Date shall be the next
preceding Business Day and (ii) the Commitments of the Terminating Lenders
shall continue until the Existing Commitment Termination Date, and shall then
terminate, and as to the Terminating Lenders, the term “364-Day Commitment
Termination Date”, as used herein, shall continue to mean such Existing
Commitment Termination Date.  All Loans
of the Terminating Lenders will be due and payable on such Existing Commitment
Termination Date.


 


(c)                                  In the event that the 364-Day Commitment
Termination Date shall have been extended for the Continuing Lenders in
accordance with paragraph (b) above and, in connection with such extension,
there are Terminating Lenders, the Borrower may, at its own expense, require
any Terminating Lender to transfer and assign, without recourse (in accordance
with subsection 9.6(c)) all or part of its interests, rights and obligations
under this Agreement to an assignee (which assignee may be another Lender, if
another Lender accepts such assignment) that shall assume such assigned
obligations and that shall agree that its Commitment will expire on the 364-Day
Commitment Termination Date in effect for Continuing Lenders pursuant to
subsection 2.18(a); provided, however, that (i) the Borrowers shall have given
written notice to the Administrative Agent in the case of an assignee that is
not a Lender and (ii) the assigning Lender shall have received from the
Borrower or such assignee full payment in immediately available funds of the
principal of and interest accrued to the date of such payment on the Loans made
by it hereunder to the extent that such Loans are subject to such assignment
and all other amounts owed to it hereunder (including any amounts that would be
payable to the assigning Lender pursuant to subsection 2.17 if such assignment
were, instead, a prepayment of the Loans of such Lender).  Any such assignee’s initial 364-Day
Commitment Termination Date shall be the 364-Day Commitment Termination Date in
effect for the Continuing Lenders at the time of such assignment.  No Borrower shall have any right to require
a Lender to assign any part of its interests, rights and obligations under this
Agreement pursuant to this subsection 2.18(c) unless it has notified such Lender
of its intention to require the assignment thereof at least ten days prior to
the proposed assignment date.


 


SECTION 3.  REPRESENTATIONS AND WARRANTIES


 


Each Borrower as to itself
hereby represents and warrants to the Administrative Agent and to each Lender
that:


 


3.1                               Existence and Power.  The LLC is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of
Delaware, and has all limited liability company powers and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted.  The
LP is a limited partnership duly organized, validly existing and in good
standing under the laws of the State of Delaware, and has all partnership
powers and all material governmental licenses, authorizations, consents and
approvals required to carry on its business as now conducted.


 


3.2                               Requisite and Governmental Authorization; Contravention.  The
execution, delivery and performance by such Borrower of this Agreement and any
Notes are within its limited liability company or partnership, as applicable,
powers, have been duly authorized by all necessary limited liability company or
partnership, as applicable, action, require no action by or in respect of, or filing
with, any Governmental Authority and do not contravene, or constitute a


 


24

















 


breach or a default under,
any provision of any applicable law, regulation or order of any Governmental
Authority, or (i) in the case of the LLC, its Certificate of Formation, as
amended, and the Second Amended and Restated Limited Liability Company
Agreement, as amended, (ii) in the case of the LP, its Certificate of Limited
Partnership and Agreement of Limited Partnership, as amended, or (iii) in the
case of both the LLC and the LP, any agreement, judgment, injunction, order,
decree or other instrument binding upon such Borrower or resulting in the
creation or imposition of any Lien on any asset of such Borrower or any of its Subsidiaries.


 


3.3                               Enforceability. 
This Agreement and any Notes constitute the legal, valid and binding
obligation of such Borrower, enforceable against such Borrower in accordance
with their respective terms, subject, as to enforceability only, to applicable
bankruptcy, moratorium, insolvency or similar laws affecting the rights of
creditors generally and to general principles of equity.


 


3.4                               Litigation. 
Neither Borrower nor any of their respective Subsidiaries is a party to
any, and there are no pending or, to Borrowers’ knowledge, threatened, legal,
administrative, arbitral or other proceedings, claims, actions or governmental
or regulatory investigations of any nature against or affecting either Borrower
or any of its respective Subsidiaries that (i) individually or in the
aggregate, would reasonably be expected to materially adversely affect the
business, consolidated financial position or results of operations of the
Borrowers and their Subsidiaries taken as a whole or (ii) that involve this
Agreement or the transactions under this Agreement and could reasonably be
expected to adversely affect the enforceability of any material provision of
this Agreement.


 


3.5                               Financial Statements; No Material Change.  (a)
The consolidated balance sheet of the LLC as of June 30, 2003, and the related
consolidated statement of operations, of members’ capital and of cash flows for
the period January 1, 2003 through June 30, 2003, copies of which have been
presented to the Lenders, present fairly, in all material respects, the
financial condition of the Borrowers and their Subsidiaries, taken as a whole,
at June 30, 2003, and the results of their operations and their cash flows for
the period January 1, 2003 through June 30, 2003, respectively, in conformity
with GAAP.


 


(b)                                 Since June 30, 2003, as reflected in (a)
above, there has been no material adverse change in the business, consolidated
financial position or results of operations of the Borrowers and their
Subsidiaries taken as a whole.


 


3.6                               Employee Benefit Plans.  No “Prohibited Transaction”
(as such term is defined in ERISA) has occurred or ERISA Event has occurred or
is reasonably expected to occur with respect to any “Employee Benefit Plans”
(as such term is defined in ERISA) of the LLC or any of its Subsidiaries or any
ERISA Affiliate which would reasonably be expected to materially adversely
affect the business, consolidated financial position or results of operations
of the Borrowers and their Subsidiaries taken as a whole.  No “Prohibited Transaction” under ERISA or
the Code which would have a material adverse effect on the business,
consolidated financial position or results of operations of the Borrowers and
their Subsidiaries taken as a whole has occurred with respect to the LLC or any
of its Subsidiaries or any ERISA Affiliate or will occur upon the issuance of
any Notes or the execution of this Agreement. The present value of all


 


25

















 


accumulated benefit
obligations under each Plan (based on the assumptions used for purposes of  Statement of Financial Accounting Standards
No. 87) did not, as of the date of the most recent financial statements
reflecting such amounts, exceed the fair market value of the assets of such
Plan by an amount that could reasonably be expected to result in a material
adverse effect on the business, consolidated financial position or results of
operations of the Borrowers and their Subsidiaries taken as a whole, and the
present value of all accumulated benefit obligations of all underfunded Plans
(based on the assumption used for purposes of Statement of Financial Accounting
Standards No. 87) did not, as of the date of the most recent financial
statements reflecting such amounts, exceed the fair market value of the assets
of all such underfunded Plans by an amount that could reasonably be expected to
result in a material adverse effect on the business, consolidated financial
position or results of operations of the Borrowers and their Subsidiaries taken
as a whole.


 


3.7                               Taxes.  The LLC and its Subsidiaries have filed all
United States federal income tax returns which are required to be filed by
them.  The LLC and its Subsidiaries have
filed all United States federal information tax returns and all other material
tax returns which are required to be filed by them and their Subsidiaries and
have paid, where applicable, all taxes due pursuant to such returns or pursuant
to any assessment received by the LLC or any of its Subsidiaries, except (i)
those which are currently being contested in good faith by appropriate
proceedings and for which LLC or such Subsidiary, as applicable, would be
liable for the contested taxes if the appeal is unsuccessful and has set aside
on its books adequate reserves to the extent required by GAAP or (ii) where the
failure to do so, individually or in the aggregate, would not reasonably
be  expected to result in a material
adverse effect on the business, consolidated financial position or results of
operations of the LLC and its Subsidiaries taken as a whole. The charges,
accruals and reserves on the books of the LLC and its Subsidiaries in respect
of taxes or other governmental charges assessable against the LLC are, in the
opinion of  the LLC, adequate.  The federal tax identification number for
the LLC is 73-1590261 and the federal tax identification number for the LP is
73-1587712.


 


3.8                               Material Subsidiaries.  Each of such Borrower’s
Material Subsidiaries is a corporation or other legal entity duly incorporated
or formed, validly existing and in good standing under the laws of its
jurisdiction of incorporation or formation, and has all corporate, partnership,
or other powers and all material governmental licenses, authorizations,
consents and approvals required to carry on business as now conducted.


 


3.9                               Investment Company Act.  Neither Borrower is an
“investment company” or a company “controlled” by an “investment company”,
within the meaning of the Investment Company Act of 1940, as amended.


 


3.10                        Regulation U.  No
part of the proceeds of the Loans will be used by either Borrower for any
purpose which violates or would be inconsistent with the provisions of
Regulation U of the Board of Governors of the Federal Reserve.


 


3.11                        Compliance with Laws.  Each Borrower and its
Subsidiaries are in compliance with all laws, regulations, and orders
(including, without limitations, ERISA and Environmental Laws) 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


 


26

















 


so, individually or in the
aggregate, could not reasonably be expected to result in a material adverse
effect on the business, consolidated financial position or results of
operations of the Borrowers and their Subsidiaries taken as a whole.


 


3.12                        Purpose of Loans.  The
proceeds of the Loans shall be used for general limited liability company and
partnership purposes of either or both Borrowers.


 


SECTION 4.  CONDITIONS PRECEDENT


 


4.1                               Conditions to Effectiveness of Agreement.  The
effectiveness of this Agreement is subject to the satisfaction of the following
conditions on the Closing Date:


 


(a)                                  Loan Documents.  The
Administrative Agent shall have received (i) this Agreement, executed and
delivered by a duly authorized officer of each Borrower and each Lender and
(ii) for the account of each Lender that has requested a Note, a Note
conforming to the requirements of subsection 2.2(e) and executed by a duly
authorized officer of each Borrower.


 


(b)                                 Closing Certificate.  The
Administrative Agent shall have received a Closing Certificate of each
Borrower, substantially in the form of Exhibit C and dated the Closing Date;
such Closing Certificate shall be satisfactory in form and substance to the
Administrative Agent and its counsel and shall be executed by the Chairman of
the Board of Directors, the President or any Vice President or the Treasurer or
any Assistant Treasurer, and the Secretary or any Assistant Secretary of the
applicable Borrower.


 


(c)                                  Secretary’s Certificate.  The
Administrative Agent shall have received a certificate of the Secretary or
Assistant Secretary of each Borrower, substantially in the form of Exhibit D
and dated the Closing Date and in form and substance satisfactory to the
Administrative Agent, which certificate shall (i) certify as to the incumbency
and signature of the officers of such Borrower executing this Agreement and any
Notes (with the President or a Vice President of such Borrower attesting to the
incumbency and signature of the Secretary or Assistant Secretary providing such
certificate), (ii) have attached to it a true, complete and correct copy of
each of the certificate of incorporation and by-laws or equivalent
organizational documents of such Borrower, (iii) have attached to it a true and
correct copy of the resolutions of the Board of Directors or General Partner,
as applicable, of such Borrower, which resolutions shall authorize the
execution, delivery and performance of this Agreement and the Notes and the
borrowings by such Borrower hereunder and (iv) certify that, as of the date of
such certificate, none of such certificate of incorporation, by-laws or
partnership agreements, as applicable, or board resolutions or resolutions of
the general partner, as applicable, shall have been amended, supplemented,
modified, revoked or rescinded.


 


(d)                                 Fees and Expenses.  The
Administrative Agent, the Co-Lead Arrangers and the Lenders shall have received
their respective fees referred to in subsection 2.9(c) and any expenses for
which an invoice has been submitted to be received on the Closing Date.


 


27

















 


(e)                                  Legal Opinion.  The
Administrative Agent shall have received executed legal opinions substantially
in the form of Exhibits E-1 and E-2 and dated the Closing Date, with such
changes therein as shall be requested or approved by the Administrative Agent.


 


(f)                                    Approvals.  The Administrative Agent
shall have received a certificate of an officer of the Borrowers certifying
that any governmental and third party approvals necessary and material in
connection with the financing contemplated hereby and the continuing operations
of either Borrower and its Subsidiaries shall have been obtained and be in full
force and effect.


 


(g)                                 Representations and Warranties.  The
Administrative Agent shall have received a certificate of an officer of the
Borrowers certifying that each of the representations and warranties made by
each Borrower in this Agreement shall be true and correct in all material respects
on and as of such date as if made on and as of such date.


 


(h)                                 No Default.  The Administrative Agent
shall have received a certificate of an officer of each of the Borrowers
certifying that no Default or Event of Default shall have occurred and be continuing
on such date or after giving effect to the extensions of credit, if any,
requested to be made on such date.


 


(i)                                     Payment and Termination of Existing
Commitments.  The Administrative Agent shall have received
payment in full on the Closing Date of any outstanding amounts due under that
certain 364-Day Credit Agreement (the “Prior Credit Agreement”) entered
into as of August 29, 2002 by and among the Borrowers, Barclays Bank PLC, as
administrative agent, The Royal Bank of Scotland plc, as syndication agent, The
Bank of Tokyo-Mitsubishi Ltd. and Sumitomo Mitsui Banking Corporation, as
co-documentation agents, and the Lenders, along with a certificate of an
officer of the Borrowers certifying that there has been a complete termination
of all commitments under the Prior Credit Agreement.


 


4.2                               Conditions to Each Loan.  The agreement of each Lender
to make any Loan requested to be made by it on any date pursuant to subsection
2.3 (including, without limitation, its initial Loan requested to be made by
it) and subsection 2.4 is subject to the satisfaction of the following
conditions precedent as of the date such Loan is requested to be made:


 


(a)                                  Representations and Warranties. 
Each of the representations and warranties made by each Borrower in this
Agreement shall be true and correct in all material respects on and as of such
date as if made on and as of such date, except that the representations and
warranties contained in subsections 3.4 and 3.5 shall not be restated on any
Borrowing Date.


 


(b)                                 No Default.  No Event of Default and no
Default shall have occurred and be continuing on such date or after giving
effect to the Loans requested to be made on such date.


 


Each borrowing by either
Borrower shall constitute a representation and warranty by the Borrowers
hereunder as of the date of each such borrowing that the conditions in this
subsection 4.2 have been satisfied.


 


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SECTION 5.  AFFIRMATIVE COVENANTS OF THE
BORROWERS


 


So long as any Commitment
remains in effect, any Note remains outstanding and unpaid or any other amount
is owing to any Lender or the Administrative Agent hereunder:


 


5.1                               Obligations. 
Each Borrower will pay and discharge, and will cause each of its
Subsidiaries to pay and discharge, at or before maturity or before they become
delinquent, all their respective material obligations and liabilities,
including, without limitation, tax liabilities, except (i) where such
obligations or liabilities may be contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on
the books of such Borrower, or (ii) where the failure to do so, individually or
in the aggregate, would not reasonably be expected to result in a material
adverse effect on the business, consolidated financial position or results of
operations of the Borrowers and their Subsidiaries taken as a whole.


 


5.2                               Financial Reporting Requirements.  The
LLC will:


 


(a)                                  furnish to the Administrative Agent and each
Lender fiscal year audited financial statements or make available its Annual
Report on Form 10-K via the EDGAR system of the Securities and Exchange
Commission (“EDGAR”) on the Internet, in either case, as soon as
available and in any event within 90 days after the end of each fiscal year of
the LLC, which fiscal year audited financial statements will include an audited
consolidated balance sheet of the LLC and its consolidated Subsidiaries as of
the end of such fiscal year and the related audited consolidated statements of
income and cash flows and changes in members’ capital for such fiscal year,
setting forth in each case in comparative form the figures for the previous
fiscal year, all reported on by independent public accountants of nationally
recognized standing;


 


(b)                                 furnish to the Administrative Agent and each
Lender unaudited quarterly financial statements or make available its Quarterly
Report on Form 10-Q via EDGAR on the Internet, in either case, as soon as
available and in any event within 45 days after the end of each of the first
three quarters of each fiscal year of the LLC, which unaudited quarterly
financial statements will include a consolidated balance sheet of the LLC and
its consolidated Subsidiaries as of the end of such quarter and the related (i)
consolidated statement of income for such quarter and for the portion of the
LLC’s fiscal year ended at the end of such quarter, and (ii) consolidated
statement of cash flows for the portion of the LLC’s fiscal year ended at the
end of such quarter, setting forth in each case in comparative form (A) for the
consolidated balance sheet, the figures as of the end of the LLC’s previous
fiscal year, (B) for the consolidated statement of income, the figures for the
corresponding quarter and the corresponding portion of the LLC’s previous
fiscal year and (C) for the consolidated statement of cash flows, the figures
for the corresponding portion of the LLC’s previous fiscal year, the furnishing
or making available of such financial statements shall constitute a certification
(subject to normal year-end adjustments) as to fairness of presentation and
GAAP;


 


(c)                                  furnish to the Administrative Agent within 10
days of so furnishing or making available via EDGAR each set of financial
statements referred to in clause (a) above, a certificate of the chief
financial officer, Treasurer or the chief accounting officer of the LLC stating
whether there exists on the date of such certificate any Default or Event of
Default and, if


 


29

















 


any Default or Event of
Default then exists, setting forth the details thereof and the action which
such Borrower is taking or proposes to take with respect thereto.  The Administrative Agent will furnish a copy
of such certificate to each Lender within a reasonable time after receipt from
the Borrowers;


 


(d)                                 furnish to the Administrative Agent from time
to time such additional information regarding the financial position or
business of the Borrowers and their Subsidiaries as the Administrative Agent
may reasonably request.


 


5.3                               Notices.  Each Borrower as to itself will promptly
furnish, or cause to be furnished, to the Administrative Agent notice of:  (i) the occurrence of any Default or Event
of Default hereunder; (ii) the institution of any litigation or proceeding
involving it or a Subsidiary that could reasonably be expected to materially
and adversely affect the business, financial condition or results of operations
of such Borrower and its Subsidiaries taken as a whole (whether or not the
claim asserted therein is considered to be covered by insurance); (iii) any
default by such Borrower or any of its Subsidiaries in the payment of principal
of or interest on Debt of such Borrower and/or its Subsidiaries in an aggregate
amount of $100,000,000 or more; and (iv) any downward change in the ratings
publicly announced by S&P or Moody’s of 
the LLC’s and LP’s then current 
joint and several Senior Debt.


 


5.4                               Maintenance of Property; Insurance. 
Each Borrower will, and will cause each of its 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 insurance companies, insurance in such amounts and
against such risks as are customarily maintained, in the reasonable judgment of
the Borrowers, by companies engaged in the same or similar businesses operating
in the same or similar locations; provided, that any such insurance may be
maintained through a program of self-insurance to the extent consistent with
prudent business practice.


 


5.5                               Compliance with Laws.  Each Borrower will comply,
and cause each of its Subsidiaries to comply, in all material respects with all
applicable laws, ordinances, rules, regulations, and requirements of any
Governmental Authority (including, without limitation, ERISA and the rules and
regulations thereunder and Environmental Laws), except where the necessity of
compliance therewith is contested in good faith by appropriate proceedings or
to the extent that failure to comply therewith would not reasonably be expected
to have a material adverse effect on the business, financial position or
results of operations  of the Borrowers
and their Subsidiaries taken as a whole.


 


5.6                               Books and Records. 
Each Borrower will, and will cause each Subsidiary to, keep proper books
of record and account in which full, true and correct entries in conformity
with GAAP shall be made of all dealings and transactions in relation to its
business and activities.


 


5.7                               Further Assurances.  Each Borrower will from time to time, at its
expense, promptly execute and deliver to the Administrative Agent and the
Lenders such further instruments and documents, and take such further action,
that may be reasonably necessary, or that the Administrative Agent or the
Lenders may reasonably request, in order to enable the


 


30

















 


Administrative Agent and the
Lenders to exercise or enforce their respective rights or remedies under or in
connection with this Agreement and any Notes.


 


SECTION 6.  NEGATIVE COVENANTS OF THE BORROWERS


 


So long as any Commitment
remains in effect, any Note remains outstanding and unpaid or any other amount
is owing to any Lender or the Administrative Agent hereunder:


 


6.1                               Negative Pledge. 
Neither Borrower and no Subsidiary will create, assume or suffer to
exist any Lien on any asset now owned or hereafter acquired by it, except:


 


(a)                                  any Lien existing on any asset of any Person
at the time such Person becomes a Subsidiary and not created in contemplation
of such event;


 


(b)                                 any Lien on any asset securing Debt incurred
or assumed for the purpose of financing all or any part of the cost of
acquiring such asset, provided, that such Lien attached to such asset
concurrently with or within six months after the acquisition thereof;


 


(c)                                  any Lien on any asset of any Person existing
at the time such Person is merged or consolidated with or into the Borrower or
a Subsidiary and not created in contemplation of such event;


 


(d)                                 any Lien existing on any asset prior to the
acquisition thereof by the Borrower or a Subsidiary and not created in
contemplation of such acquisition;


 


(e)                                  any Lien arising out of the refinancing,
extension, renewal or refunding of any Debt secured by any Lien permitted by
any of the foregoing clauses of this subsection 6.1; provided, that the
principal amount of such Debt is not increased and such Debt is not secured by
any additional assets;


 


(f)                                    Permitted Encumbrances;


 


(g)                                 Liens to secure indebtedness of the pollution
control or industrial revenue bond type and Liens in favor of the United States
or any state thereof, or any department, agency, instrumentality or political
subdivision of any such jurisdiction, to secure any Debt incurred for the
purpose of financing all or any part of the purchase price or cost of
constructing or improving the property subject thereto; and


 


(h)                                 Liens not otherwise permitted by the
foregoing clauses of this subsection 6.1, securing Debt in an aggregate
principal amount at any time outstanding not to exceed 10% of Consolidated Net
Assets.


 


6.2                               Consolidations, Mergers and Sales of Assets. 
Neither of the Borrowers will merge with or into or consolidate with or
sell, transfer, lease or otherwise dispose of (in one transaction or in a
series of transactions and including by means of any liquidation, dissolution,
merger or sale of Capital Stock or otherwise) all or substantially all of its
assets and those of its Subsidiaries, taken as a whole, to a Person unless (i)
the resulting, surviving or transferee Person (the “Successor”) shall
(unless such Successor is a Borrower) expressly assume, by amendment


 


31

















 


to this Agreement executed
by the Borrowers, the Successor and the Administrative Agent, all of the
obligations of such Borrower under this Agreement, the Loans and any Notes;
(ii) immediately after giving effect to such transaction, no Default or Event
of Default shall have occurred and be continuing; and (iii) such Successor,
immediately after giving effect to such transaction, shall have an Investment
Grade Rating, if, immediately before the transaction, the Senior Debt has an
Investment Grade Rating; provided, if, immediately before the
transaction, the Senior Debt does not have an Investment Grade Rating, in no
event shall the rating by S&P and Moody’s of the long term unsecured senior
debt securities of such Successor, immediately after the transaction, be less
than such ratings of the Senior Debt immediately prior to the transaction.


 


SECTION 7.  EVENTS OF DEFAULT


 


Upon the occurrence and
during the continuance of any of the following events:


 


(a)                                  any principal of any Loan shall not be paid
when due in accordance with the terms hereof; or


 


(b)                                 any interest on any Loan, any Commitment Fee,
Utilization Fee or Agent’s/Arranger’s Fees shall not be paid when due, and, in
each case, such amount shall remain unpaid for 5 days; or


 


(c)                                  any representation or warranty made by either
Borrower in Section 3 or in any certificate, financial or other statement
furnished by such Borrower pursuant to this Agreement shall prove to have been
incorrect in any material adverse respect when made; or


 


(d)                                 either Borrower shall fail to perform or
observe any of its covenants or agreements contained in Section 6 and such
failure continues unremedied for 30 days; or


 


(e)                                  either Borrower shall fail to perform or
observe any other term, covenant or agreement contained in this Agreement or
any Notes, and any such failure shall remain unremedied for 30 days after notice
of such failure shall have been given to the Borrowers by the Administrative
Agent or the Required Lenders; or


 


(f)                                    either Borrower or any of its Material
Subsidiaries shall default beyond any applicable period of grace in any payment
of principal of or interest on any indebtedness for any borrowed money for
which such Borrower or such Material Subsidiary is liable (other than
indebtedness as to which the lenders thereof have agreed that there shall be no
recourse against the assets of the Borrower or any Material Subsidiary, as the
case may be, other than the assets securing such indebtedness) in an amount
then outstanding of $100,000,000 or more when due, whether by its terms or as a
result of such indebtedness becoming or being declared due and payable prior to
the date on which it could otherwise become due and payable; or


 


(g)                                 an involuntary proceeding shall be commenced
or an involuntary petition shall be filed seeking (i) liquidation,
reorganization or other relief in respect of either Borrower or any Material
Subsidiary or their respective debts, or of a substantial part of their
respective 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,


 


32

















 


conservator or similar
official for either Borrower or any Material Subsidiary or for a substantial
part of their respective 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;


 


(h)                                 (i) with respect to clause (A),
ConocoPhillips, ChevronTexaco or any of their respective Affiliates shall as to
either Borrower, and (ii) with respect to all clauses in this subsection 7(h),
either Borrower or any Material Subsidiary, shall (A) 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, (B) consent to the institution of,
or fail to contest in a timely and appropriate manner, any proceeding or
petition described in clause (g) of this Section, (C) apply for or consent to
the appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for such Borrower or such Material Subsidiary or for a
substantial part of its assets, (D) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (E) make a
general assignment for the benefit of creditors or (F) take any action for the
purpose of effecting any of the foregoing; or


 


(i)                                     one or more judgments or decrees shall be entered
against either Borrower or any of their respective Subsidiaries or any
combination thereof involving in the aggregate a liability (not paid or covered
by insurance) of $100,000,000 or more with respect to such Borrower or such
Subsidiary 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 either Borrower or any Subsidiary to enforce any such judgment or
judgments ; or


 


(j)                                     an ERISA Event shall have occurred that, when
taken together with all other ERISA Events that have occurred, would reasonably
be expected to result in liability of the LLC and its Subsidiaries in an
aggregate amount that would reasonably be expected to result in a material
adverse effect on the business, consolidated financial position or results of
operations of the Borrowers and their Subsidiaries taken as a whole; or


 


(k)                                  ConocoPhillips and/or ChevronTexaco shall
cease to own, directly or indirectly, in the aggregate at least 50% of the
Common Stock of, and the total voting power of the outstanding Voting Stock of,
each of LLC, LP, and all partners in LP;


 


then, and in any such event, (A) if such event is an Event of Default
specified in subsections 7(g) or (h) above with respect to either Borrower,
automatically the Commitments shall terminate and the Loans hereunder (with
accrued interest thereon) and all other amounts  owing under this Agreement and any Notes
shall immediately become due and payable, and (B) if such event is any other
Event of Default, either or both of the following actions may be taken: (i)
with the consent of the Required Lenders, the Administrative Agent may, or upon
the request of the Required Lenders, the Administrative Agent shall, by notice
of default to the Borrowers, declare the Commitments to be terminated
forthwith, whereupon the Commitments shall immediately terminate; and (ii) with
the consent of the Required Lenders, the Administrative Agent may, or upon the
request of the Required Lenders, the Administrative Agent shall, by notice of
default to the Borrowers, declare the Loans hereunder (with accrued interest
thereon) and all other amounts 


 


33

















 


owing under this Agreement and any Notes to be due and payable
forthwith, whereupon the same shall immediately become due and payable.  Except as expressly provided above in this
Section 7, presentment, demand, protest, notice of acceleration, notice of
intent to accelerate, and all other notices of any kind are hereby expressly
waived.


 


SECTION 8.  THE ADMINISTRATIVE AGENT


 


8.1                               Appointment of Administrative Agent; No Other Duties. 
Subject to subsection 8.9, each Lender hereby irrevocably designates and
appoints Barclays Bank PLC as the Administrative Agent of such Lender under
this Agreement, and each such Lender irrevocably authorizes Barclays Bank PLC
as the Administrative Agent for such Lender, to take such action on its behalf
under the provisions of this Agreement and to exercise such powers and perform
such duties as are expressly delegated to the Administrative Agent by the terms
of this Agreement, together with such other powers as are reasonably incidental
thereto. Notwithstanding any provision to the contrary elsewhere in this
Agreement, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against the Administrative Agent. Without limiting
the generality of the foregoing sentence, the use of the term “agent” in this
Agreement with reference to the Administrative Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable law. 
Instead, such term is used merely as a matter of market custom, and is
intended to create or reflect only an administrative relationship between
independent contracting parties.


 


8.2                               Delegation of Duties.  The Administrative Agent may
execute any of its duties under this Agreement by or through agents, employees
or attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties.  The
Administrative Agent shall not be responsible for the negligence or misconduct
of any agents or attorneys-in-fact selected by it in the absence of the
Administrative Agent’s gross negligence or willful misconduct.


 


8.3                               Exculpatory Provisions.  Neither the Administrative
Agent nor any of its officers, directors, employees, agents, attorneys-in-fact
or Affiliates (collectively, the “Administrative Agent-Related Persons”)
shall be (i) liable for any action lawfully taken or omitted to be taken by it
or such Person under or in connection with this Agreement (except for its or
such Person’s own gross negligence or willful misconduct), or (ii) responsible
in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by either Borrower or any officer thereof
contained in this Agreement or in any certificate, report, statement or other
document referred to or provided for in, or received by the Administrative
Agent under or in connection with, this Agreement or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any Notes or for any failure of either Borrower to perform its obligations hereunder
or thereunder.  No Administrative
Agent-Related Person shall be under any obligation to any Lender to ascertain
or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement, or to inspect the properties,
books or records of either Borrower or any Subsidiary or Affiliate thereof.


 


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8.4                               Reliance by Administrative Agent.  (a)
The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any Note, writing, communication, signature,
resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex, teletype or telephone message, statement, order or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons and upon advice
and statements of legal counsel (including, without limitation, counsel to
either Borrower), independent accountants and other experts selected by the
Administrative Agent.  The
Administrative Agent may deem and treat the registered owner of any Note as the
owner thereof for all purposes unless a written notice of assignment,
negotiation or transfer thereof shall have been filed with the Administrative
Agent.  The Administrative Agent shall
be fully justified in failing or refusing to take any action under this
Agreement and any Note unless it shall first receive such advice or concurrence
of the Required Lenders as it deems appropriate or it shall first be
indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action.  The Administrative
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement and any Notes in accordance with a request of the
Required Lenders, and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders and all future holders
of any Notes.  Where this Agreement
expressly permits or prohibits an action unless Required Lenders otherwise
determine, and in all other instances, the Administrative Agent may, but shall
not be required to, initiate any solicitation for the consent or a vote of the
Lenders.


 


(b)                                 For purposes of determining compliance with
the conditions specified in subsection 4.1, each Lender shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or
other matter either sent by the Administrative Agent to each Lender for
consent, approval, acceptance or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to a Lender.


 


8.5                               Notice of Default.  The
Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default hereunder (other than an Event of
Default described in subsection 7(a)) unless the Administrative Agent has
received written notice from a Lender or either Borrower referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a “notice of default”, 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 Section 4 or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Administrative
Agent.  In the event that the
Administrative Agent receives such a notice or any notice pursuant to subsection
5.2 or 5.3, the Administrative Agent shall give prompt notice thereof to the
Lenders.  The Administrative Agent shall
take such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Lenders in accordance with Section 7;
provided, that unless and until the Administrative Agent shall have received
any such directions, the Administrative Agent may


 


35

















 


(but shall not be obligated
to) take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable or in the best interests
of the Lenders.


 


8.6                               Non-Reliance on Administrative Agent and Other Lenders. 
Each Lender expressly acknowledges that no Administrative Agent-Related
Person has made any representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including any consent to and acceptance
of any assignment or review of the affairs of each Borrower or any of their
Subsidiaries or Affiliates, shall be deemed to constitute any representation or
warranty by any Administrative Agent-Related Person to any Lender, including
whether any Administrative Agent-Related Persons have disclosed material
information in their possession.  Each
Lender represents to the Administrative Agent that it has, independently and
without reliance upon any Administrative Agent-Related Person or any other
Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
prospects, operations, property, financial and other condition and
creditworthiness of each Borrower and its Subsidiaries and Affiliates, and all
applicable bank regulatory laws relating to the transactions contemplated
hereby, and made its own decision to make its portion of the Loans hereunder
and enter into this Agreement.  Each
Lender also represents that it will, independently and without reliance upon
any Administrative Agent-Related Person or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit analysis, appraisals and decisions in taking or not taking
action under this Agreement and any Notes, and to make such investigation as it
deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of each Borrower
and their Subsidiaries and Affiliates. 
Except for notices, reports and other documents expressly required to be
furnished to the Lenders by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, prospects,
operations, property, financial and other condition or creditworthiness of
either Borrower or any of their Subsidiaries or Affiliates which may come into
the possession of any Administrative Agent-Related Person.


 


8.7                               Indemnification. 
Whether or not the transactions contemplated hereby are consummated, the
Lenders agree to indemnify each Administrative Agent-Related Person in its
capacity as such (to the extent not reimbursed by the Borrower within a
reasonable period after demand has been made by the Administrative Agent to the
Borrowers for those amounts owing by either Borrower, and without limiting the
obligation of the Borrowers to do so), ratably according to the respective
principal amounts of their Commitments and hold harmless each Administrative
Agent-Related Person, from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever which may at any time (including without
limitation at any time following the payment of the Loans) be imposed on,
incurred by or asserted against the Administrative Agent in any way relating to
or arising out of this Agreement, or any documents contemplated by or referred
to herein or the transactions contemplated hereby or any action taken or
omitted by any Administrative Agent-Related Person under or in connection with
any of the foregoing; provided, that no Lender shall be liable for the payment
of any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting solely
from any Administrative Agent-Related Person’s gross negligence or willful
misconduct; provided, however, that no action taken in accordance with the
directions


 


36

















 


of Required Lenders shall be
deemed to constitute gross negligence or willful misconduct for purposes of
this Section.  Without limitation of the
foregoing, each Lender shall reimburse the Administrative Agent upon demand for
its ratable share of any costs or out-of-pocket expenses (including legal fees
and expenses) incurred by the Administrative Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement,
or any document contemplated by or referred to herein, to the extent that the
Administrative Agent is not reimbursed for such expenses by or on behalf of either
Borrower.  The undertaking in this
Section shall survive the payment of all obligations hereunder and the
resignation or replacement of the Administrative Agent.


 


8.8                               Administrative Agent in Its Individual Capacity. 
Barclays Bank PLC and its Affiliates may make loans to, issue letters of
credit for the account of, accept deposits from, acquire equity interests in
and generally engage in any kind of banking, trust, financial advisory,
underwriting or other business with either Borrower and its Subsidiaries and
Affiliates as though Barclays Bank PLC were not the Administrative Agent or the
Same Day Lender hereunder and without notice to or consent of the Lenders.  The Lenders acknowledge that, pursuant to
such activities, Barclays Bank PLC or its Affiliates may receive information
regarding any Borrower or its Affiliates (including information that may be
subject to confidentiality obligations in favor of either Borrower or such
Affiliate) and acknowledge that the Administrative Agent shall be under no obligation
to provide such information to them. 
With respect to its Loans, Barclays Bank PLC shall have the same rights
and powers under this Agreement as any other Lender and may exercise the same
as though it were not the Administrative Agent or the Same Day Lender.


 


8.9                               Successor or Substitute Administrative Agent.  (a)
The Administrative Agent may resign as Administrative Agent upon not less than
10 days’ notice to the Lenders and the Borrowers.  If the Administrative Agent shall resign as Administrative Agent
under this Agreement, then the Borrowers shall appoint from among the Lenders a
successor agent for the Lenders; provided, if an Event of Default under
subsections 7(g) or (h) has occurred and is continuing, then the Required
Lenders shall appoint from among the Lenders a successor agent for the
Lenders.  If no successor administrative
agent is appointed prior to the effective date of the resignation of the
Administrative Agent, the Administrative Agent may appoint a successor
administrative agent from among the Lenders (i) after consulting with the
Lenders and (ii) unless an Event of Default has occurred and is continuing,
subject to the Borrowers’ consent (such consent not to be unreasonably
withheld).


 


(b)                                 Any successor or substitute agent pursuant to
subsection 8.9(a) shall succeed to the rights, powers and duties of the
Administrative Agent, and the term “Administrative Agent” shall mean such
successor or substitute agent effective upon its acceptance of its appointment,
and the former Administrative Agent’s rights, powers and duties as
Administrative Agent shall be terminated upon the acceptance by such successor
or substitute agent of its appointment, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement or any holders of the Loans. 
After any retiring Administrative Agent’s resignation hereunder as
Administrative Agent, the provisions of Section 8 shall inure to its benefit as
to any actions taken or omitted to be taken by it while it was Administrative
Agent under this Agreement.


 


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8.10                        Syndication Agent; Co-Documentation Agents; Co-Lead Arrangers. 
None of the Lenders or other Persons or the Co-Lead Arrangers identified
on the facing page, in this Agreement, or signature pages of this Agreement as
a “syndication agent,” “co-documentation agent,” “managing agent,” “co-agent,”
“co-lead arranger,” or “book manager” shall have any right, power, obligation,
liability, responsibility or duty under this Agreement other than those
applicable to all Lenders as such. 
Without limiting the foregoing, none of the Lenders or other Persons or
the Co-Lead Arrangers so identified as a “syndication agent,” “co-documentation
agent,” “managing agent,” “co-agent,” “lead arranger,” or “book manager” shall
have, or be deemed to have, any fiduciary relationship with any Lender.  Each Lender acknowledges that it has not
relied, and will not rely, on any of the Lenders or the Co-Lead Arrangers so
identified in deciding to enter into this Agreement or in taking or not taking
action hereunder.


 


SECTION 9.  MISCELLANEOUS


 


9.1                               Amendments and Waivers.  Neither this Agreement, any
Note, nor any terms hereof or thereof may be waived, amended, supplemented or
modified, except in accordance with the provisions of this subsection.  The Required Lenders may, or with the
written consent of the Required Lenders, the Administrative Agent may, from
time to time, enter into with the Borrowers written waivers, amendments,
supplements or modifications hereto for the purpose of adding any provisions to
this Agreement or any Notes or changing in any manner the rights of the Lenders
or the Borrowers hereunder or thereunder or waiving, on such terms and
conditions as may be specified in such instrument, any of the requirements of
this Agreement or any Notes or any Default or Event of Default and its
consequences; provided, however, that no such waiver and no such amendment,
supplement or modification shall (a) reduce the amount or extend the scheduled
date of maturity of any Loan or of any mandatory prepayment thereof, reduce the
stated rate of any interest thereon or fee payable hereunder or extend the
scheduled date of any payment thereof or increase the aggregate amount or
extend the expiration date of any Lender’s Commitment, in each case without the
written consent of each Lender affected thereby, (b) amend, modify or waive any
provision of this subsection 9.1 or reduce the percentage specified in the
definition of Required Lenders, or consent to the assignment or transfer by
either Borrower of any of its rights and obligations under this Agreement, or
release either Borrower from liability hereunder or under any Note, in each
case without the written consent of all the Lenders, or (c) amend, modify or
waive any provision of Section 8 or otherwise affect the rights or duties of
the Administrative Agent without the written consent of the then Administrative
Agent.  In addition, no such agreement
shall amend, modify or otherwise affect the rights or duties of the Same Day
Lender under this Agreement without the prior written consent of the Same Day
Lender. Any such waiver and any such amendment, supplement or modification
shall apply equally to each of the Lenders and shall be binding upon the
Borrowers, the Lenders, the Administrative Agent and all future holders of the
Loans.  In the case of any waiver, the
Borrowers, the Lenders and the Administrative Agent shall be restored to their
former positions and rights hereunder and under the outstanding Loans, and any
Default or Event of Default waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon.


 


9.2                               Notices.  Unless otherwise expressly permitted to be
given by telephone (not voicemail), all notices, requests, demands or other
communications to or upon the respective parties hereto to be effective shall
be in writing (including by telecopy) and shall be deemed to


 


38

















 


have been duly given or made
when delivered or on the fourth Business Day after depositing the same in the
mails, registered or certified mail, postage prepaid or in the case of notice
by telecopy, when receipt is confirmed. All notices shall be addressed as
follows in the case of the Borrowers and the Administrative Agent, and as set
forth in Schedule I in the case of any Lender, or to such other address
as any of the parties hereto and any future holders of the Loans may designate
by written notice:


 


	
  The Borrowers:

  	
  Chevron Phillips Chemical Company LLC and Chevron Phillips Chemical
  Company LP

  10001 Six Pines Drive

  The Woodlands, Texas 77380

  Attention: Treasurer

  Telecopier:  (832) 813-4771

  Telephone:  (832) 813-4436

  
	
   

  	
   

  
	
  Notice for Borrowings:

  	
  Barclays Bank PLC, New York Branch

  200 Park Avenue, 4th Floor

  New York, NY 10166

  Attention: Monica Mikolajczk

  Telecopier:  (212) 412-5306

  Telephone:  (212) 412-3709

  Email:  monica.mikolajczk@barcap.com

  
	
   

  	
   

  
	
  The Administrative Agent: (for all notices other than  notices of borrowing)

  	
  Barclays Capital

  200 Park Avenue, 4th Floor

  New York, NY 10166

  Attention: Nicholas A. Bell

  Telecopier: (212) 412-7600

  Telephone: (212) 412-4029

  Email: nicholas.bell@barcap.com

  
	
   

  	
   

  
	
  The Same Day Lender:

  	
  Barclays Bank PLC, New York Branch

  200 Park Avenue, 4th Floor

  New York, NY 10166

  Attention: Monica Mikolajczk

  Telecopier:  (212) 412-5306

  Telephone:  (212) 412-3709

  Email:  monica.mikolajczk@barcap.com

  



 


provided, that any notice, request, demand or other communication to or
upon the Administrative Agent or the Lenders pursuant to subsections 2.3, 2.4,
2.5(b) and (c), and 2.7 shall not be effective until received.  Electronic mail and internet and intranet
websites may be used to


 


39

















 


distribute routine communications, such as financial statements and
other information, and to distribute agreements and other documents to be
signed by Administrative Agent, Syndication Agent, Co-Documentation Agents,
Co-Lead Arrangers, Lenders and Borrowers. 
No other legally binding or time-sensitive communication or request for
a Loan or a continuation or conversion thereof may be sent by electronic mail
without the consent of, or confirmation to, the intended recipient in each
instance.


 


9.3                               No Waiver; Cumulative Remedies.  No failure to exercise and no
delay in exercising, on the part of the Administrative Agent or any Lender, any
right, remedy, power or privilege hereunder, shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein
provided are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law.


 


9.4                               Confidentiality. 
Each Lender shall maintain in confidence and not disclose to any Person
any non-public information furnished to it pursuant to this Agreement and
designated by either Borrower as such (“Confidential Information”)
without the prior consent of such Borrower, subject to each Lender’s (a)
obligation to disclose any Confidential Information pursuant to a request or
order under applicable laws and regulations or pursuant to a subpoena or other
legal process, (b) right to disclose any Confidential Information to other
Lenders, to bank examiners, to its Affiliates, auditors and counsel, and to any
Participant or Purchasing Lender (each, a “Transferee”) and prospective
Transferee pursuant to subsection 9.6(c) approved by such Borrower (other than
during the existence of an Event of Default under subsection 7(g) or (h)), (c)
right to disclose any Confidential Information in connection with any
litigation or dispute or the exercise of any remedy hereunder involving the
Administrative Agent or the Lenders and either Borrower or any of its
Subsidiaries; provided, however, that Confidential Information
disclosed pursuant to clause (b) or (c) of this sentence shall be so disclosed
subject to such procedures as are reasonably calculated to maintain the
confidentiality thereof. 
Notwithstanding the foregoing provisions of this subsection 9.4, (a) the
foregoing obligation of confidentiality shall not apply to any Confidential
Information that was known to such Lender or any of their respective Affiliates
prior to the time it received such Confidential Information from either
Borrower pursuant to this Agreement, other than as a result of the disclosure
thereof by a Person who, to the knowledge or reasonable belief of such Lender,
was prohibited from disclosing it by any duty of confidentiality arising (under
this Agreement or otherwise) by contract or law, (b) the foregoing obligation
of confidentiality shall not apply to any Confidential Information that becomes
part of the public domain independently of any act of such Lender not permitted
hereunder or when identical or substantially similar information is received by
such Lender, without restriction as to its disclosure or use, from a Person who
was not prohibited from disclosing it by any duty of confidentiality arising
(under this Agreement or otherwise) by contract or law and (c)  the foregoing obligation of confidentiality
shall not apply to, and each of the Agents and the Lenders (and each Person
employed or retained by such Agents or Lenders who are or are expected to
become engaged in evaluating, approving, structuring or administering the
Loans) may disclose to any Person, without limitation of any kind, the “tax
treatment” and “tax structure” (in each case, within the meaning of United
States Treasury Regulation Section 1.6011-4) of the Loan transactions
contemplated by this Agreement and the Notes, and all materials of any kind
(including opinions or other tax analyses) related thereto that


 


40

















 


are or have been provided to
such Agent or Lender relating to such tax treatment or tax structure; provided, that with respect to any
document or similar item that in either case contains confidential information
concerning such tax treatment or tax structure of the Loan transactions
contemplated by this Agreement and the Notes as well as other information, this
sentence shall only apply to such portions of the documents or similar item
that relate to such tax treatment or tax structure.  The obligations of each Lender under this subsection 9.4 shall
survive the termination of this Agreement and the payment of any Notes and all
other amounts payable hereunder.


 


9.5                               Payment of Expenses; Indemnification.  (a)
The Borrowers agree (i) to pay or reimburse the Administrative Agent and the
Co-Lead Arrangers for all their out-of-pocket costs and expenses incurred in
connection with the development, preparation, negotiation, execution and
syndication of this Agreement and any Notes and any other documents prepared in
connection herewith, and the consummation of the transactions contemplated
hereby and thereby, including, without limitation, the reasonable legal fees
and disbursements of Mayer, Brown, Rowe & Maw, counsel to the
Administrative Agent, but excluding all other legal fees and disbursements,
(ii) to pay or reimburse the Administrative Agent for all their costs and
expenses incurred in connection with any amendment, supplement or modification
requested by either or both Borrowers to this Agreement and any Notes and any
other documents prepared in connection herewith, including, without limitation,
the reasonable legal fees and disbursements of counsel to the Administrative
Agent, but excluding all other legal fees and disbursements, and (iii) to pay
or reimburse the Administrative Agent and the Lenders in connection with the
enforcement or preservation of any rights under this Agreement, any Notes and
any such other documents, including, without limitation, legal fees and
disbursements of counsel to the Administrative Agent and counsel to each
Lender.


 


(b)                                 The Borrowers shall indemnify the
Administrative Agent, the Syndication Agent, the Co-Documentation Agents, the
Co-Lead Arrangers and the Lenders and any of their respective Affiliates, and
their respective directors, officers, employees and agents (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 contemplated hereby, (ii) any Loan or the use
of the proceeds therefrom, or (iii) 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 resulted in whole or in part from the
gross negligence or willful misconduct of such Indemnitee.


 


9.6                               Successors and Assigns; Participations; Purchasing Lenders.  (a)
This Agreement shall be binding upon and inure to the benefit of the Borrowers,
the Lenders, the Administrative Agent, all future holders of the Loans and
their respective successors and assigns, except that neither Borrower may
assign or transfer any of its rights or obligations under this Agreement
without the prior written consent of each Lender.


 


41

















 


(b)                                 Any Lender may, in accordance with applicable
law, at any time sell to one or more banks or other entities (each, a “Participant”)
participating interests in any Loan owing to such Lender, any Note held by such
Lender, any Commitment of such Lender or any other interests of such Lender
hereunder.  In the event of any such
sale by a Lender of a participating interest to a Participant, such Lender’s
obligations under this Agreement to the other parties to this Agreement shall
remain unchanged, such Lender shall remain solely responsible for the performance
thereof, such Lender shall remain the holder of its Loan for all purposes under
this Agreement, and the Borrowers and the Administrative Agent 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 clause (a) of the
proviso to subsection 9.1 that affects such Participant.  Without affecting the limitations in the
preceding sentences, the participating banks or other financial institutions,
shall not be Lenders hereunder for any purpose except, if the participation
agreement so provides, each Participant shall be entitled to the benefits of
subsections 2.14, 2.16, and 2.17 with respect to its participation in the
Commitments and the Loans outstanding from time to time as if it were a Lender;
provided, that no Participant shall be entitled to receive any greater amount
pursuant to any such subsection than the transferor Lender would have been
entitled to receive in respect of the amount of the participation transferred
by such transferor Lender to such Participant had no such transfer occurred;
and provided further, that, in the case of subsection 2.16, such Participant
shall have complied with the requirements of that subsection.


 


(c)                                  Each Lender may, in accordance with
applicable law, with the consent of the Borrowers (which shall not be unreasonably
withheld and which will not be required during the existence of an Event of
Default under subsections 7(g) or (h)), the Same Day Lender and the
Administrative Agent (except no consent of the Borrowers or the Administrative
Agent shall be required in the case of an assignment to a Lender or an
Affiliate of a Lender) sell or assign to one or more Lenders or additional
banks or other entities (a “Purchasing Lender”) all or a part of its
rights and obligations under this Agreement and any Notes pursuant to an
Assignment and Acceptance executed by such Purchasing Lender, such transferor
Lender, the Administrative Agent, the Same Day Lender and the Borrowers;
provided, that, if such sale is not to one or more Lenders and is to an
additional lender, (i) such sale shall be in a minimum amount of $10,000,000
and (ii) the Commitment retained by such transferor Lender after such sale
shall be at least $10,000,000, unless the transferor Lender sells all of its
Commitment hereunder.  Upon (i) the
execution of such Assignment and Acceptance, (ii) delivery of any executed
forms required by subsection 2.16, (iii) recordation of such transfer in the
Register and (iv) payment by such Purchasing Lender of the registration and
processing fee described in subsection 9.6(e), from and after the Transfer
Effective Date determined pursuant to such Assignment and Acceptance (which
shall not be earlier than the date which is five Business Days after the date
the Administrative Agent has received the Assignment and Acceptance), such
Purchasing Lender shall for all purposes be a Lender party to this Agreement
and shall have all the rights and obligations of a Lender under this Agreement
to the same extent as if it were an original party hereto with a Commitment as
set forth therein and the transferor Lender shall be released from


 


42

















 


any further obligations
under this Agreement to the extent of such assigned interests; if such
transferor Lender no longer holds any rights or obligations under this
Agreement, such transferor Lender shall cease to be a “Lender” hereunder except
that its rights under subsections 2.14, 2.16, 2.17 and 9.5 shall not be
affected.  Such Assignment and
Acceptance shall be deemed to amend this Agreement to the extent, and only to
the extent, necessary to reflect the addition of such Purchasing Lender and the
resulting adjustment of the Commitments and the Commitment Percentages arising
from the purchase by such Purchasing Lender of all or a portion of the rights
and obligations of such transferor Lender under this Agreement.  Upon the consummation of any transfer to a
Purchasing Lender pursuant to this subsection 9.6(c), the transferor Lender,
the Administrative Agent and the Borrowers shall make appropriate arrangements
so that, if required, a replacement Note is issued to such transferor Lender
and a new Note or, as appropriate, a replacement Note, is issued to such
Purchasing Lender, in each case in principal amounts reflecting their
respective Commitments.  Such new Notes
shall be dated the Closing Date and shall otherwise be in the form of the Notes
replaced thereby.


 


(d)                                 The Administrative Agent shall maintain, as
agent for the Borrowers, at its address referred to in subsection 9.2, a copy
of each Assignment and Acceptance delivered to it and a register (the “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 from
time to time.  The entries in the
Register shall be conclusive, in the absence of manifest error, and the
Borrowers, the Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register as the owner of the Loan recorded therein for
all purposes of this Agreement.  Any assignment
of any Loan, whether or not evidenced by a Note, shall be effective only upon
appropriate entries with respect thereto being made in the Register.  Any assignment or transfer of all or part of
a Loan evidenced by a Note shall be registered on the Register only upon
surrender for registration of assignment or transfer of the Note evidencing
such Loan, accompanied by a duly executed Assignment and Acceptance, and
thereupon one or more new Notes shall be issued to the designated Assignee.  The Register shall be available for
inspection by either Borrower or any Lender at any reasonable time and from
time to time upon reasonable prior notice. 
Upon the written request of the Borrowers, the Administrative Agent shall
deliver promptly a copy of the Register to the Borrowers.


 


(e)                                  Upon its receipt of an Assignment and
Acceptance executed by a transferor Lender, a Purchasing Lender, the Borrowers,
the Same Day Lender, and the Administrative Agent, together with payment by the
Purchasing Lender to the Administrative Agent of a registration and processing
fee of $3,500 from such Purchasing Lender and/or such transferor Lender
(including in the case of assignments to Affiliates of assigning Lenders), the
Administrative Agent shall (i) promptly accept such Assignment and Acceptance,
(ii) on the Transfer Effective Date determined pursuant thereto record the
information contained therein in the Register and give notice of such
acceptance and recordation to the Lenders and the Borrowers.


 


(f)                                    Each Borrower authorizes each Lender to
disclose to any Transferee and any prospective Transferee any and all financial
information (other than Confidential Information, except as permitted by
subsection 9.4) in such Lender’s possession concerning such Borrower which has
been delivered to such Lender by such Borrower pursuant to this Agreement


 


43

















 


or which has been delivered
to such Lender by such Borrower in connection with such Lender’s credit
evaluation of such Borrower prior to entering into this Agreement.


 


(g)                                 For avoidance of doubt, the parties to this
Agreement acknowledge that the provisions of this subsection 9.6 concerning
assignments of Loans and Notes relate only to absolute assignments and that
such provisions do not prohibit assignments creating security interests,
including, without limitation, any pledge or assignment by a Lender of any Loan
or Note to any Federal Reserve Bank in accordance with applicable law; provided
that no such assignment, whether to a Federal Reserve Bank or other entity,
shall release a Lender from any of its obligations hereunder or substitute any
such Federal Reserve Bank or other entity for such Lender as a party hereto or
permit an absolute assignment to occur other than in accordance with such
provisions of this subsection 9.6.


 


9.7                               Adjustments; Set-off.  (a) Except to the extent that
this Agreement expressly provides for payments to be allocated to a particular
Lender, if any Lender (a “benefited Lender”) shall, at any time after
the Loans have been declared to be due and payable pursuant to Section 7,
receive any payment of all or part of its Loans, or interest thereon, or
receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in subsection 7(f), or otherwise) in a greater proportion than any
such payment to and collateral received by any other Lender, if any, in respect
of such other Lender’s Loans, or interest thereon, such benefited Lender shall
purchase for cash from the other Lenders such portion of each such other
Lender’s Loans, or shall provide such other Lenders with the benefits of any
such collateral, or the proceeds thereof, as shall be necessary to cause such
benefited Lender to share the excess payment or benefits of such collateral or
proceeds ratably with each of the Lenders; provided, however, that if all or
any portion of such excess payment or benefits is thereafter recovered from
such benefited Lender, such purchase shall be rescinded, and the purchase price
and benefits returned, to the extent of such recovery, but without
interest.  Each Borrower agrees that
each Lender purchasing a portion of another Lender’s portion of the Loan pursuant
to this subsection 9.7(a) may exercise all rights of payment (including,
without limitation, rights of set-off) with respect to such portion as fully as
if such Lender were the direct holder of such portion.


 


(b)                                 In addition to any rights and remedies of the
Lenders provided by law, upon the occurrence and during the continuance of an
Event of Default each Lender shall have the right, without prior notice to the
Borrowers, any such notice being expressly waived by each Borrower to the
extent permitted by applicable law, to set off and appropriate and apply
against the obligations under this Agreement any and all deposits (general or
special, time or demand, provisional or final), in any currency, and any other
credits, indebtedness or claims, in any currency, in each case whether direct
or indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Lender to or for the credit or the account of either
Borrower.  Each Lender agrees promptly
to notify the Borrowers and the Administrative Agent after any such set-off and
application made by such Lender, provided, that the failure to give such
notice shall not affect the validity of such set-off and application.


 


9.8                               Counterparts. 
This Agreement may be executed by one or more of the parties to this
Agreement on any number of separate counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.  A set of the copies of this


 


44

















 


Agreement signed by all the
parties hereto shall be lodged with each Borrower and the Administrative
Agent.  Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be as
effective as delivery of a manually executed counterpart of this Agreement.


 


9.9                               GOVERNING LAW.  (a) THIS AGREEMENT AND ANY NOTES AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND ANY NOTES SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.


 


(b)                                 Notwithstanding anything in subsection 9.9(a)
to the contrary, nothing in this Agreement or in any Note shall be deemed to
constitute a waiver of any rights which any Lender may have under applicable
federal law relating to the amount of interest which any Lender may contract for,
take, receive or charge in respect of any Loans, including any right to take,
receive, reserve and charge interest at the rate allowed by the laws of the
state where such Lender is located.  To
the extent that Texas law is applicable to the determination of the Highest
Lawful Rate, the Lenders and each Borrower agree that (i) if Chapter 303 of the
Texas Finance Code, as amended, is applicable to such determination, the weekly
rate ceiling (formerly known as the indicated (weekly) rate ceiling in Article
1.4, Subtitle 1, Title 79, of the Revised Civil Statutes of Texas, as amended)
as computed from time to time shall apply; provided, that, to the extent
permitted by such Article, the Administrative Agent may from time to time by
notice to the Borrowers revise the election of such interest rate ceiling as
such ceiling affects the then current or future balances of the Loans; and (ii)
the provisions of Chapter 346 of the Texas Finance Code, as amended (formerly
found in Chapter 15 of Subtitle 3, Title 79, of the Revised Civil Statutes of
Texas, 1925, as amended) shall not apply to this Agreement or any Note issued
hereunder.


 


9.10                        Jurisdiction; Venue.  Any legal action or proceeding with respect
to this Agreement may be brought in the courts of the State of New York or of
the United States of America for the Southern District of New York and, by
execution and delivery of this Agreement, each Borrower hereby accepts for and
in respect of its property, generally, irrevocably and unconditionally, the
non-exclusive jurisdiction of the aforesaid courts.  Each Borrower further irrevocably consents to the service of
process out of any of the aforementioned courts in any such action or
proceeding by the mailing of copies thereof by registered or certified mail
postage prepaid, to it at its address referred to in subsection 9.2.  Nothing herein shall affect the right of the
Administrative Agent or any Lender to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed against either
Borrower in any other jurisdiction. 
Each Borrower hereby irrevocably and unconditionally waives any
objection that it may now or hereafter have to the venue of any action
described in this subsection 9.10, or that such proceeding was brought in an inconvenient
court, and agrees not to plead or claim the same.


 


9.11                        Survival and Termination of Agreement.  All
covenants, agreements, representations and warranties made herein and in any
certificate, document or statement delivered pursuant hereto or in connection
herewith shall survive the execution and delivery of this Agreement and any
Notes, regardless of any investigation made by any such other party or


 


45

















 


on its behalf and
notwithstanding that the Agents 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 so long as
any Loan or any amount payable to any Lender under or in connection with this
Agreement or any Loan is unpaid and so long as the Commitments have not expired
or terminated.  It being expressly
understood that the obligations of the Borrowers to the Administrative Agent
and each Lender under subsections 2.14, 2.16, 2.17 and 9.5 and the obligations
of the Lenders to the Administrative Agent under subsection 8.7 shall survive
the payment in full of the Loans and all other amounts payable hereunder;
provided, that with respect to amounts payable under subsections 2.14, 2.16,
2.17, 8.7 and 9.5, such amounts shall be deemed to have been paid if no claim
therefor is made within one year after payment in full of the Loans and all
other amounts payable hereunder. 
Notwithstanding the foregoing, no Lender shall be entitled to any
payments from either Borrower under subsection 2.14, 2.16, 2.17 or 9.5 unless,
within one year of such Lender’s obtaining actual knowledge of the occurrence
of the event or events giving rise to the operation of any such subsection, it has
notified the Borrowers of the occurrence of such event or events; provided,
however, that the requirement for notice set forth herein shall have no effect
on the nature or scope of the provisions of such subsections other than as
expressly stated in this subsection 9.11.


 


9.12                        Entire Agreement. 
This Agreement sets forth the entire agreement of the parties hereto
with respect to its subject matter, and supersedes all previous understandings,
written or oral, with respect thereto.


 


9.13                        WAIVER OF JURY TRIAL.  EACH
BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY NOTE AND FOR ANY COUNTERCLAIM THEREIN.


 


9.14                        Severability.  Any
provision of this Agreement or of any Note which is prohibited, unenforceable
or not authorized in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition, unenforceability or
non-authorization without invalidating the remaining provisions hereof or
thereof or affecting the validity, enforceability or legality of any such
provision in any other jurisdiction.


 


9.15                        Joint and Several Liability.  (a) Any and all obligations
and liabilities of either Borrower under this Agreement shall be the joint and
several obligation and the joint and several liability of the Borrowers.  Except as expressly set forth in Section 7,
each Borrower waives presentation to, demand of payment from and protest to the
Lenders of any of the obligations and liabilities of the other Borrower
hereunder and also waives notice of protest for nonpayment and notice of
acceleration and notice of intent to accelerate, and all other notices of any
kind.  Except as expressly set forth in
Section 7, each Borrower waives notice of any default by the other Borrower
hereunder.  The obligations and
liabilities of each Borrower hereunder shall not be affected by (i) the failure
of any Lender to assert any claim or demand or to enforce any right or remedy
against the other Borrower or any other person under this Agreement or any
Notes; (ii) any extension or renewal of any thereof; (iii) any rescission,
waiver, amendment or modification of any of the terms or provisions of this
Agreement or any Notes; (iv) the release of any


 


46

















 


obligation or liability of
the other Borrower by any Lender; (v) the failure of any Lender to exercise any
right or remedy against any Borrower; (vi) any change in the ownership of
either of the Borrowers; or (vii) any winding up, reorganization, arrangement,
liquidation, reconstruction or similar proceeding with respect to either of the
Borrowers or any Lender.


 


(b)                                 If and to the extent that either of the
Borrowers shall fail to make any payment with respect to any of the obligations
hereunder as and when due or to perform any of such obligations in accordance
with the terms thereof, then in each such event, the other Borrower will make
such payment with respect to, or perform, such obligation.


 


(c)                                  The obligations of each Borrower under the
provisions of this subsection 9.15 constitute full recourse obligations of such
Borrower, enforceable in accordance with the terms of this Agreement.


 


(d)                                 The provisions of this subsection 9.15 are
made for the benefit of the Lenders and their successors and assigns, and may
be enforced by the Administrative Agent and the Lenders from time to time
against either of the Borrowers as often as occasion therefor may arise and
without requirement on the part of the Lenders first to marshal any of their
claims or to exercise any of their rights against the other Borrower or to
exhaust any remedies available to them against the other Borrower or to resort
to any other source or means of obtaining payment of all or any part of the
obligations hereunder or to elect any other remedy. The provisions of this
subsection 9.15 shall remain in effect until all of the obligations hereunder
shall have been paid in full or otherwise fully satisfied and all of the
Commitments shall have terminated or expired. 
If at any time, any payment, or any part thereof, made in respect of all
or any part of the obligations hereunder, is rescinded or must otherwise be
restored or returned by any of the Lenders upon the insolvency, bankruptcy or
reorganization of a Borrower, or otherwise, the provisions of this subsection
9.15 will forthwith be reinstated in effect, as though such payment had not
been made.


 


47

















 


Signature Page to the

364-Day Credit Agreement


 


 


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


 


 


	
   

  	
  CHEVRON PHILLIPS
  CHEMICAL COMPANY LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  J.M. McKee

  	
   

  
	
   

  	
   

  	
  Vice President and
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CHEVRON PHILLIPS
  CHEMICAL COMPANY LP

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  J.M. McKee

  	
   

  
	
   

  	
   

  	
  Vice President and
  Treasurer

  	
   

  



 


S - 1

















 


	
   

  	
  BARCLAYS BANK PLC, as
  Administrative Agent,

  	
   

  
	
   

  	
  Same Day Lender and a
  Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


S - 2

















 


	
   

  	
  THE ROYAL BANK OF
  SCOTLAND plc, as

  Syndication Agent and a Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


S - 3

















 


	
   

  	
  THE BANK OF NOVA
  SCOTIA, as Co-

  Documentation Agent and a Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


S - 4

















 


	
   

  	
  THE BANK OF
  TOKYO-MITSUBISHI LTD., as Co-

  Documentation Agent and a Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


S - 5

















 


	
   

  	
  SUMITOMO MITSUI BANKING
  CORPORATION,

  as Co-Documentation Agent and a Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


S - 6

















 


	
   

  	
  ING CAPITAL LLC, as a
  Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


S - 7

















 


	
   

  	
  JP MORGAN CHASE BANK,
  as a Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


S - 8

















 


	
   

  	
  MORGAN STANLEY BANK, as
  a Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


S - 9

















 


	
   

  	
  KBC BANK N.V., as a
  Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


S - 10

















 


	
   

  	
  RIYAD BANK, HOUSTON
  AGENCY, as a Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


S - 11

















 


	
   

  	
  BANCA MONTE DEI PASCHI
  DI SIENA S.p.A., as a

  Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


S - 12

















 


	
   

  	
  BANK OF AMERICA, N.A.,
  as a Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title: 

  	
   

  



 


S - 13

















 


	
   

  	
  THE BANK OF NEW YORK,
  as a Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


S - 14

















 


	
   

  	
  DEN NORSKE BANK ASA, as
  a Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


S - 15

















 


	
   

  	
  BANK ONE, NA (Main
  Office – Chicago), as a Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


S - 16

















 


Schedule I


 


LENDER INFORMATION


 


	
  Lender

  	
   

  	
  Lender’s Maximum

  Commitment

  	
   

  	
  Lender’s Lending Office

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Administrative Agent

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Barclays Bank PLC

  	
   

  	
  $

  	
  45,000,000.00

  	
   

  	
  Address for Notices:

  Barclays Capital

  200 Park Avenue, 4th Floor

  New York, NY 10166

  Attention: Nicholas A. Bell

  Telecopier: (212) 412-7600

  Telephone: (212) 412-4029

  Email: nicholas.bell@barcap.com

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Lending Office:

  Barclays Bank PLC, New York Branch

  200 Park Avenue, 4th Floor

  New York, NY 10166

  Attention: Monica Mikolajczk

  Telecopier:  (212) 412-5306

  Telephone:  (212) 412-3709

  Email:  monica.mikolajczk@barcap.com

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Syndication Agent

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Royal Bank of Scotland plc

  	
   

  	
  $

  	
  45,000,000.00

  	
   

  	
  Address for Notices:

  The Royal Bank of Scotland plc

  600 Travis Street, Suite 6070

  Houston, TX  77002

  Attention: Jill Gander

  Telecopier: (713) 221-2430

  Telephone: (713) 221-2417

  

  Lending Office:

  The Royal Bank of Scotland plc

  101 Park Avenue, 12th Floor

  New York, NY  10178

  Attention: Sheila Shaw

  Telecopier: (212) 401-1494

  Telephone: (212) 401-1406

  	
   

  



 


I - 1

















 


	
  Co-Documentation Agent

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	 
	
  The Bank of Nova Scotia

  	
   

  	
  $

  	
  37,500,000.00

  	
   

  	
  Address for Notices:

  The Bank of Nova Scotia

  600 Peachtree Street N.E., Suite 2700

  Atlanta, GA  30308

  Attention:  A. Millington

  Telecopier:  (404) 888-8998

  Telephone:  (404) 877-1579

  

  Lending Office:

  The Bank of Nova Scotia

  600 Peachtree Street N.E., Suite 2700

  Atlanta, GA  30308

  Attention:  A. Millington

  Telecopier:  (404) 888-8998

  Telephone:  (404) 877-1579

  	
   

  	 

	 
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	 
	
  Co-Documentation Agent

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	 
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	 
	
  The Bank of Tokyo-Mitsubishi, Ltd.

  	
   

  	
  $

  	
  37,500,000.00

  	
    

  	
  Address for Notices:

  The Bank of Tokyo-Mitsubishi, Ltd.

  1100 Louisiana Street

  Suite 2800

  Houston, TX  77002

  Attention:  Joan Stanton

  Telecopier: (713) 658-0116

  Telephone:  (713) 655-3824

  

  Lending Office:

  The Bank of Tokyo-Mitsubishi, Ltd.

  1100 Louisiana Street

  Suite 2800

  Houston, TX  77002

  Attention:  Barrie Hogue

  Telecopier: (713) 658-0116

  Telephone:  (713) 655-3835

  	
   

  	 

	 
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	 
	
  Co-Documentation Agent

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	 
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	 
	
  Sumitomo Mitsui Banking Corporation

  	
   

  	
  $

  	
  37,500,000.00

  	
   

  	
  Address for Notices:

  Sumitomo Mitsui Banking Corporation

  277 Park Avenue

  New York, NY  10172

  Attention:  Kenneth Austin

  Telecopier: (212) 224-4384

  Telephone: (212) 224-4043

  	
   

  	 

												



 


I - 2

















 


	
   

  	
   

  	
   

  	
   

  	
  Lending Office:

  Sumitomo Mitsui Banking Corporation

  277 Park Avenue

  New York, NY  10172

  Attention:  Kenneth Austin

  Telecopier: (212) 224-4384

  Telephone: (212) 224-4043

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other Lenders

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ING Capital LLC

  	
   

  	
  $

  	
  25,000,000.00

  	
   

  	
  Address for Notices:

  ING Capital LLC

  1325 Avenue of the Americas

  New York, NY  10019

  Attention:  Cheryl Labelle

  Telecopier:  (646) 424-7229

  Telephone: (646) 424-7207

  

  Lending Office:

  ING Capital LLC

  1325 Avenue of the Americas

  New York, NY  10019

  Attention:  Cheryl Labelle

  Telecopier:  (646) 424-7229

  Telephone: (646) 424-7207

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JPMorgan Chase Bank

  	
   

  	
  $

  	
  25,000,000.00

  	
   

  	
  Address for Notices:

  JP Morgan Chase Bank

  1111 Fannin – 10th Floor

  Houston, TX 77002

  Attention:  Verna Smith

  Telecopier:  (713) 427-6307

  Telephone:  (713) 750-2424

  e-mail:  verna.smith@chase.com

  

  Lending Office:

  JP Morgan Chase Bank

  600 Travis – 20th Floor

  Houston, TX 77002

  Attention:  Robert Traband

  Telecopier:  (713) 216-8870

  Telephone:  (713) 216-1081

  e-mail: Robert.traband@jpmorgan.com

  	
   

  



 


I - 3

















 


	
  Morgan Stanley Bank

  	
   

  	
  $

  	
  25,000,000.00

  	
   

  	
  Address for Notices:

  Morgan Stanley Bank

  1633 Broadway – 25th Floor

  New York, NY 10019

  Attention:  James Morgan

  Telecopier:  (212) 537-1867

  Telephone:  (212) 537-1470



  Lending Office:

  Morgan Stanley Bank

  1633 Broadway – 25th Floor

  New York, NY 10019

  Attention:  James Morgan

  Telecopier:  (212) 537-1867

  Telephone:  (212) 537-1470

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KBC Bank N.V.

  	
   

  	
  $

  	
  20,000,000.00

  	
   

  	
  Address for Notices:

  KBC Bank N.V.

  Atlanta Representative Office

  245 Peach Tree Center Avenue; Suite 2550

  Atlanta, GA 30303

  Attention:  Filip Berton, AVP

  Telecopier: (404) 584-5465

  Telephone: (404) 584-5466

  

  Lending Office:

  KBC Bank N.V.

  New York Branch

  125 West 55th Street

  New York, NY 10019

  Attention:  Robert Pacific – Loan

  Administration

  Telecopier: (212) 956-5581

  Telephone: (212) 541-0671

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Riyad Bank, Houston Agency

  	
   

  	
  $

  	
  20,000,000.00

  	
   

  	
  Address for Notices:

  Riyad Bank

  700 Louisiana, Suite 4770

  Houston, TX  77002

  Attention:  Paul N. Travis

  Telecopier:  (713) 331-2043

  Telephone: (713) 331-2021

  

  Lending Office:

  Riyad Bank

  700 Louisiana, Suite 4770

  Houston, TX  77002

  Attention:  Pierre J. Herszdorfer

  Telecopier:  (713) 331-2043

  Telephone: (713) 331-2022

  	
   

  



 


I - 4

















 


	
  Banca Monte dei Paschi di Siena S.p.A.

  	
   

  	
  $

  	
  17,500,000.00

  	
   

  	
  Address for Notices:

  Banca Monte dei Paschi di Siena S.p.A.

  55 East 59th Street

  New York, New York 10022

  Attention: Nicolas Kanaris

  Telecopier: (212) 891-3661

  Telephone: (212) 891-3655

  

  Lending Office:

  Banca Monte dei Paschi di Siena S.p.A.

  55 East 59th Street

  New York, New York 10022

  Attention: Mei Tam

  Telecopier: (212) 891-3661

  Telephone: (212 ) 891-3649

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
  $

  	
  17,500,000.00

  	
   

  	
  Address for Notices:

  Bank of America, N.A.

  333 Clay Street, Suite 4550

  Houston, Texas 77002

  Attention: Claire Liu

  Telecopier: (713) 651-4807

  Telephone: (713) 651-4855

  

  Lending Office:

  Bank of America, N.A.

  901 Main Street, 14th Floor

  Dallas, TX  75202

  Attention:  Ben Cosgrove

  Telecopier:  (214) 290-9439

  Telephone:  (214) 209-9254

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Bank of New York

  	
   

  	
  $

  	
  17,500,000.00

  	
   

  	
  Address for Notices:

  The Bank of New York

  One Wall Street, 17th Floor

  New York, New York 10286

  Attention:  Raymond Palmer

  Telecopier: (212) 635-7923

  Telephone: (212) 635-7834

  

  Lending Office:

  The Bank of New York

  One Wall Street, 17th Floor

  New York, New York 10286

  Attention:  Raymond Palmer

  Telecopier: (212) 635-7923

  Telephone: (212) 635-7834

  	
   

  



 


I - 5

















 


	
  Den norske Bank ASA

  	
   

  	
  $

  	
  17,500,000.00

  	
   

  	
  Address for Notices:

  Den norske Bank ASA

  200 Park Avenue, 31st Floor

  New York, NY 10166

  Attention:  Peter M. Dodge

  Telecopier:  (212) 681-3900

  Telephone:  (212) 681-3873

  Email:  peter.dodge@dnb.no

  

  Lending Office:

  Den norske Bank ASA

  200 Park Avenue, 31st Floor

  New York, NY 10166

  Attention:  Teresa Rosu

  Telecopier:  (212) 681-4123

  Telephone:  (212) 681-3845

  Email:  teresa.rosu@dnb.no

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bank One, NA (Main Office - Chicago)

  	
   

  	
  $

  	
  12,500,000.00

  	
   

  	
  Address for Notices:

  Bank One, NA

  910 Travis, 6th Floor

  Houston, TX  77002

  Attention:  Jeannie Gonzalez

  Telecopier:  (713) 751-3982

  Telephone:  (713) 751-6174

  Email:  jeanie_gonzalez@bankone.com

  

  Lending Office:

  Bank One, NA

  1 Bank One Plaza

  Suite IL1-0634

  Chicago, IL  60670

  Attention:  Deborah Turner

  Telecopier: (312) 732-4840

  Telephone: (312) 732-3641

  Email:  deborah_a_turner@bankone.com

  	
   

  



 


I - 6

















 


Annex A


 


364-DAY
PRICING GRID


 


 


	
   

  	
   

  	
  Level 1

  	
   

  	
  Level 2

  	
   

  	
  Level 3

  	
   

  	
  Level 4

  	
   

  	
  Level 5

  	
   

  	
  Level 5

  
	
  Senior Debt Ratings

  	
   

  	
  > A/A2  (bps)

  	
   

  	
  A-/A3 
  (bps)

  	
   

  	
  BBB+/Baa1 
  (bps)

  	
   

  	
  BBB/Baa2 
  (bps)

  	
   

  	
  BBB-/Baa3 
  (bps)

  	
   

  	
  < BBB-/Baa3 (bps)

  
	
  Applicable Eurodollar Margin(1),(2)

  	
   

  	
  35.0

  	
   

  	
  50.0

  	
   

  	
  62.5

  	
   

  	
  75.0

  	
   

  	
  87.5

  	
   

  	
  112.5

  
	
  Applicable Utilization Fee Rate – Above 33% Usage(1),(2)

  	
   

  	
  10.0

  	
   

  	
  10.0

  	
   

  	
  12.5

  	
   

  	
  12.5

  	
   

  	
  12.5

  	
   

  	
  25.0

  
	
  Applicable Commitment Fee Rate(1)

  	
   

  	
  8.0

  	
   

  	
  9.0

  	
   

  	
  12.5

  	
   

  	
  15.0

  	
   

  	
  20.0

  	
   

  	
  22.5

  



 


The foregoing Pricing Grid is based upon the
Senior Debt ratings as determined from time to time by S&P and Moody’s.


 












(1)  The Commitment Fee, Utilization Fee and Applicable Eurodollar
Margins shall be determined by the highest of the two ratings assigned by
S&P and Moody’s to the Senior Debt. 
If the two ratings for the Senior Debt are two or more rating levels
apart, the Commitment Fee, Utilization Fee and Applicable Eurodollar Margin
shall be determined by reference to the rating level that is one rating level
below the highest rating level in which the Senior Debt’s ratings fall.


 


(2)  If, in accordance with
subsection 2.2(a), the Borrowers elect not to pay all or a portion of the
unpaid principal amount of the Loans until the first anniversary of the 364-Day
Commitment Termination Date, the Applicable Eurodollar Margin shall increase by
an incremental 25 bps per Level.  This
increment to the Applicable Eurodollar Margin shall apply only to any Term-out
Loan.


 


A-1

















 


Exhibit A to
the

364-Day Credit Agreement


 


FORM OF 364-DAY NOTE


 


New York, New
York

August 28, 2003


 


FOR VALUE RECEIVED, CHEVRON PHILLIPS CHEMICAL COMPANY LLC, a Delaware
limited liability company (the “LLC”),
CHEVRON PHILLIPS CHEMICAL COMPANY LP, a Delaware limited partnership which is
wholly-owned, indirectly, by the LLC (the “LP”;
and together with the LLC, the “Borrowers”
and, each, a “Borrower”), jointly and
severally promise to pay to the order of [Insert Name of Lender] (the “Lender”) 200 Park Avenue, New York, New York
10166, Attention: Monica Mikolajczk, (i) on the 364-Day Commitment Termination
Date (as defined in the 364-Day Credit Agreement referred to below) or (ii) if
in accordance with subsection 2.2(a) the Borrowers have extended the date
upon which the principal amount of the Loans of the Lenders outstanding as of
the 364-Day Commitment Termination Date will be due and payable, on the first
anniversary of the 364-Day Commitment Termination Date; in each case in lawful
money of the United States of America and in immediately available funds, the
principal amount equal to the aggregate unpaid principal amount of all Loans
made by the Lender to the Borrowers pursuant to subsections 2.1, 2.2, 2.3 and
2.4 of the 364-Day Credit Agreement. 
The Borrowers, jointly and severally, hereby further agree to pay
interest on the unpaid principal amount of the Loans from time to time
outstanding from the date hereof until payment in full thereof at the rates per
annum, and on the dates, set forth in subsection 2.10 of the 364-Day
Credit Agreement.  The holder of this
Note is authorized to record the date and amount of each Loan made by the
Lender, each payment of principal with respect thereto and each conversion or
continuation made pursuant to subsection 2.7 of the 364-Day Credit
Agreement, on the schedules annexed hereto and made a part hereof, or on a
continuation thereof which shall be attached hereto and made a part hereof, and
any such recordation shall constitute prima facie evidence, absent
manifest error, of the accuracy of the information recorded; provided, that failure
by the Lender to make any such recordation or any error in such recordation
shall not affect the obligations of the Borrowers hereunder or under the
364-Day Credit Agreement.


 


This Note is one of the Notes referred to in the 364-Day Credit
Agreement, dated as of the date hereof, among LLC and LP, each as a Borrower,
the Lenders parties thereto, Barclays Bank PLC, as the Administrative Agent,
and the other agents therein named (as amended, supplemented or otherwise
modified from time to time, the “364-Day Credit
Agreement”; terms defined therein and not otherwise defined herein
being used herein as therein defined), is entitled to the benefits thereof and
is subject to optional and mandatory prepayment in whole or in part as provided
therein.  The Borrowers agree to pay all
costs and expenses incurred by the Lender in connection with the enforcement of
its rights and remedies under the 364-Day Credit Agreement and this Note.


 


Upon the occurrence of any one or more of the Events of Default
specified in the 364-Day Credit Agreement, all amounts then remaining unpaid on
this Note shall become, or may be declared to be, immediately due and payable
all as provided therein.


 


A - 1

















 


THIS NOTE SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.


 


 


	
   

  	
  CHEVRON PHILLIPS
  CHEMICAL COMPANY LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHEVRON PHILLIPS
  CHEMICAL COMPANY LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


A - 2

















 


Schedule A

to Note


 


LOANS,
CONVERSIONS AND REPAYMENTS OF ABR LOANS


 


	
  Date

  	
   

  	
  Amount of
  ABR

  Loans

  	
   

  	
  Amount

  Converted to

  ABR Loans

  	
   

  	
  Amount of

  Principal of

  ABR Loans

  Repaid

  	
   

  	
  Amount of
  ABR

  Loans Converted

  to Eurodollar

  Loans

  	
   

  	
  Unpaid Principal

  Balance of ABR

  Loans

  	
   

  	
  Notation
  Made

  By

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A - 3

















 


Schedule B

to Note


 


LOANS,
CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS


 


	
  Date

  	
   

  	
  Amount of

  Eurodollar

  Loans

  	
   

  	
  Amount

  Converted to

  Eurodollar

  Loans

  	
   

  	
  Interest Period

  and

  Eurodollar

  Rate with

  Respect

  Thereto

  	
   

  	
  Amount of

  Principal of

  Eurodollar

  Loans Repaid

  	
   

  	
  Amount of

  Eurodollar

  Loans

  Converted to

  ABR Loans

  	
   

  	
  Unpaid

  Principal

  Balance of

  Eurodollar

  Loans

  	
   

  	
  Notation Made

  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A - 4

















 


Exhibit B to
the


364-Day Credit Agreement


 


FORM OF ASSIGNMENT AND ACCEPTANCE


 


Reference is made to the 364-Day Credit Agreement
dated as of August 28, 2003 (as amended, supplemented or otherwise
modified from time to time, the “364-Day Credit
Agreement”), among CHEVRON PHILLIPS CHEMICAL COMPANY LLC, a Delaware
limited liability company (the “LLC”),
CHEVRON PHILLIPS CHEMICAL COMPANY LP, a Delaware limited partnership which is
wholly-owned, indirectly, by the LLC (the “LP”;
and together with the LLC, the “Borrowers”
and, each, a “Borrower”), the Lenders
parties thereto, Barclays Bank PLC, as the Administrative Agent, and the other
agents therein named. Unless otherwise defined herein, terms defined in the
364-Day Credit Agreement and used herein shall have the meanings given to them
in the 364-Day Credit Agreement.


 


                  
(the “Assignor”) and
                  
(the “Assignee”) agree as follows:


 


1.                                       The
Assignor hereby irrevocably sells and assigns to the Assignee without recourse
to the Assignor, and the Assignee hereby irrevocably purchases and assumes from
the Assignor without recourse to the Assignor, as of the Transfer Effective
Date (as defined below), a     % interest (the “Assigned Interest”) in and to the Assignor’s
rights and obligations under the 364-Day Credit Agreement with respect to the
credit facility contained in the 364-Day Credit Agreement as are set forth on
Schedule 1 (the “Assigned Facility”),
in a principal amount for the Assigned Facility as set forth on
Schedule 1.


 


2.                                       The
Assignor (a) makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in
connection with the 364-Day Credit Agreement or any other instrument or
document furnished pursuant thereto or with respect to the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the 364-Day
Credit Agreement, any Note or any other instrument or document furnished
pursuant thereto, other than that the Assignor is the legal and beneficial owner
of the Assigned Facility and the Assignor has not created any adverse claim
upon the interest being assigned by it hereunder and that such interest is free
and clear of any such adverse claim; (b) makes no representation or warranty
and assumes no responsibility with respect to the financial condition of the
Borrowers or their Subsidiaries or the performance or observance by the
Borrowers of any of their obligations under the 364-Day Credit Agreement or any
Note or any other instrument or document furnished pursuant hereto or thereto;
and (c) attaches any Notes held by it evidencing the Assigned Facility and (i)
requests that the Administrative Agent, upon request by the Assignee, exchange
any attached Notes for a new Note or Notes payable to the Assignee and (ii) if
the Assignor has retained any interest in the Assigned Facility, requests that
the Administrative Agent exchange any attached Notes for a new Note or Notes
payable to the Assignor, in each case in amounts which reflect the assignment
being made hereby (and after giving effect to any other assignments which have
become effective on the Transfer Effective Date).


 


3.                                       The
Assignee (a) represents and warrants that it is legally authorized to enter
into this Assignment and Acceptance; (b) confirms that it has received a copy
of the 364-Day Credit


 


B - 1

















 


Agreement, together with copies of the financial
statements delivered pursuant to subsection 3.5 or 5.2, as available,
thereof and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Assignment and
Acceptance; (c) agrees that it will, independently and without reliance upon
the Assignor, the Administrative Agent or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the 364-Day
Credit Agreement, any Notes or any other instrument or document furnished
pursuant hereto or thereto; (d) appoints and authorizes the Administrative
Agent to take such action as agent on its behalf and to exercise such powers
and discretion under the 364-Day Credit Agreement, any Notes or any other
instrument or document furnished pursuant hereto or thereto as are delegated to
the Administrative Agent by the terms thereof, together with such powers as are
incidental thereto; and (e) agrees that it will be bound by the provisions of
the 364-Day Credit Agreement and will perform in accordance with its terms all
the obligations which by the terms of the 364-Day Credit Agreement are required
to be performed by it as a Lender including, if it is organized under the laws
of a jurisdiction outside the United States, its obligation pursuant to
subsection 2.15(b) of the 364-Day Credit Agreement.


 


4.                                       The
effective date of this Assignment and Acceptance shall be
         , 20   
(the “Transfer Effective Date”).  Following the execution of this Assignment
and Acceptance, it will be delivered to the Administrative Agent for acceptance
by it and recording by the Administrative Agent pursuant to the 364-Day Credit
Agreement, effective as of the Transfer Effective Date (which shall not, unless
otherwise agreed to by the Administrative Agent, be earlier than five Business
Days after the date of such acceptance and recording by the Administrative
Agent).


 


5.                                       Upon
such acceptance and recording, from and after the Transfer Effective Date, the
Administrative Agent shall make all payments in respect of the Assigned
Interest (including payments of principal, interest, fees and other amounts) to
the Assignor for amounts which have accrued to the Transfer Effective Date and
to the Assignee for amounts which have accrued subsequent to the Transfer
Effective Date.  The Assignor and the
Assignee shall make all appropriate adjustments in payments by the
Administrative Agent for periods prior to the Transfer Effective Date or with
respect to the making of this assignment directly between themselves.


 


6.                                       From
and after the Transfer Effective Date, (a) the Assignee shall be a party to the
364-Day Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and shall be
bound by the provisions thereof and (b) the Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the 364-Day Credit Agreement, provided, however,
that its rights under subsections 2.14, 2.16, 2.17 and 9.5 thereunder shall not
be affected.


 


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


 


B - 2

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Assignment and Acceptance to be executed as of the date first above
written by their respective duly authorized officers on Schedule 1 hereto.


 


 


B - 3

















 


SCHEDULE 1


TO ASSIGNMENT AND ACCEPTANCE 


RELATING TO THE 364-DAY CREDIT AGREEMENT, DATED AS OF AUGUST 28,
2003,


among


CHEVRON PHILLIPS CHEMICAL COMPANY LLC, as a
Borrower, and


CHEVRON PHILLIPS CHEMICAL COMPANY LP, as a
Borrower,


the Several Lenders from Time to Time Parties
thereto, and


BARCLAYS BANK PLC, as Administrative Agent


 


Name of Assignor:


 


Name of Assignee:


 


Transfer Effective Date:


 


	
  Principal

  Amount Assigned

  	
   

  	
  Commitment

  Percentage Assigned(1)

  
	
   

  	
   

  	
   

  
	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [Name of Assignee]

  	
   

  	
   

  	
   

  	
  [Name of Assignor]

  	
   

  



 


 


	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
  Title:

  	
  Title:

  
	
   

  	
   

  
	
  Accepted:

  	
  Consented To(2):

  
	
   

  	
   

  
	
  BARCLAYS BANK PLC, as

  Administrative Agent, Same Day Lender and a Lender

  	
  CHEVRON PHILLIPS CHEMICAL COMPANY LLC,

  as a Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
  Title:

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  CHEVRON PHILLIPS CHEMICAL COMPANY LP,

  as a Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 












(1)               Calculate the
Commitment Percentage that is assigned to at least 15 decimal places and show
as a percentage of the aggregate commitments of all Banks.


 


(2)                  Not required during the occurrence
and continuation of an Event of Default under subsections 7(g) or (h).


 


B - 4

















 


Exhibit C to the


364-Day Credit
Agreement


 


FORM OF

CLOSING CERTIFICATE

OF

CHEVRON PHILLIPS CHEMICAL COMPANY LLC

AND CHEVRON PHILLIPS CHEMICAL COMPANY LP


 


Reference is made to the 364-DAY CREDIT AGREEMENT (as
amended, supplemented or otherwise modified from time to time, the “364-Day Agreement”), dated as of
August 28, 2003, among Chevron Phillips Chemical Company LLC, a Delaware
limited liability company (the “LLC”), and Chevron Phillips Chemical
Company LP, a Delaware limited partnership wholly owned indirectly by the LLC
(the “LP”), each as a Borrower, the Lenders, Barclays Bank PLC, as the
Administrative Agent, and the other agents therein named. Unless otherwise
indicated, capitalized terms used but not defined herein shall have the
respective meanings set forth in the 364-Day Agreement.  This certificate is being delivered pursuant
to subsection 4.1(b) of the 364-Day Agreement.


 


I, J.M. McKee, Vice President and Treasurer of each of
Chevron Phillips Chemical Company LLC and Chevron Phillips Chemical Company LP,
HEREBY CERTIFY that:


 


(a)                                  Each
of the representations and warranties made by the LLC and the LP in or pursuant
to the 364-Day Agreement are true and correct in all material respects on and
as of the date hereof;


 


(b)                                 No
Default or Event of Default has occurred and is continuing on the date hereof
or will occur after giving effect to the extensions of credit requested to be
made on the date hereof; and


 


(c)                                  Any
governmental and third party approvals necessary and material in connection
with the financing contemplated by the 364-Day Agreement and the continuing
operations of the LLC and the LP and their Subsidiaries have been obtained and
are in full force and effect.


 


C - 1

















 


IN WITNESS
WHEREOF, I have hereunto signed my name this 28th day of August,
2003.


 


 


	
   

  	
   

  
	
   

  	
  Name:

  	
  J.M. McKee

  
	
   

  	
  Title:

  	
  Vice President and
  Treasurer of both Chevron

  
	
   

  	
  Phillips Chemical Company
  LLC and Chevron Phillips

  Chemical Company LP

  



 


C - 2

















 


Exhibit D to
the


364-Day Credit Agreement


 


FORM OF

CERTIFICATE OF SECRETARY

OF

CHEVRON PHILLIPS CHEMICAL COMPANY [LLC][LP]


 


Reference is
made to the 364-DAY CREDIT AGREEMENT (as amended, supplemented or otherwise
modified from time to time, the “364-Day Agreement”), dated as of August 28,
2003, among Chevron Phillips Chemical Company LLC, a Delaware limited liability
company (the “LLC”), and Chevron Phillips Chemical Company LP, a Delaware
limited partnership wholly owned indirectly by the LLC (the “LP”), each as a
Borrower, the Lenders, Barclays Bank PLC, as the Administrative Agent, and the
other agents therein named. Unless otherwise indicated, capitalized terms used
but not defined herein shall have the respective meanings set forth in the
364-Day Agreement.  This certificate is
being delivered pursuant to subsection 4.1(c) of the 364-Day Agreement.


 


I, Lisa Lynch, Assistant Secretary of Chevron Phillips
Chemical Company [LLC][LP], DO HEREBY CERTIFY 
that:


 


(a)                                  annexed
hereto as Exhibit A is a true and correct copy of the Certificate of [Formation
of the LLC][Limited Partnership of the LP] as in effect on [Date] and at all
times thereafter through the date hereof;


 


(b)                                 annexed
hereto as Exhibit B is a true and correct copy of the [Amended and Restated
Limited Liability Company Agreement of the LLC][Agreement of Limited
Partnership of the LP] as in effect on [Date] and at all times thereafter through
the date hereof;


 


(c)                                  annexed
hereto as Exhibit C is a true and correct copy of certain resolutions duly
adopted by the [Board of Managers of the LLC][General Partner of the LP] on
[Date(s)], which resolutions are the only resolutions adopted by the [Board of
Directors of the LLC][General Partner of the LP] or any committee thereof
relating to the 364-Day Agreement and the Notes and borrowings by the [LLC][LP]
thereunder and have not been revoked, amended, supplemented or modified and are
in full force and effect on the date hereof; and


 


(d)                                 each
of the persons named below is and has been at all times since [Date] a duly
elected and qualified officer of the [LLC][LP] holding the respective office
set forth opposite his or her name and the signature set forth opposite the
name of each such person is his or her genuine signature:


 


D - 1

















 


	
  Name

  	
   

  	
  Title

  	
   

  	
  Specimen
  Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Include all officers of the [LLC][LP] who are signing the 364-Day
  Agreement, the Notes or any closing document.]

  	
   

  	
   

  	
   

  	
   

  



 


[Remainder of page left blank intentionally;
Signature page to follow.]


 


D - 2

















 


IN WITNESS WHEREOF, I have hereunto signed my name
this 28th day of August, 2003.


 


 


	
   

  	
   

  
	
   

  	
  Name:  Lisa Lynch

  
	
   

  	
  Title:  Assistant Secretary

  



 


D - 3

















 


Exhibit E-1 to
the


364-Day Credit Agreement


 


FORM OF OPINION OF BORROWERS’ COUNSEL


 


August 28,
2003


 


Barclays Bank PLC, as

Administrative Agent for the

Lenders listed on Schedule I
hereto

200 Park Avenue, 4th Floor

New York, NY 10166

Attention: Mr. Nicholas A. Bell



and



The Agents and Lenders listed

on Schedule I hereto


 


Re:                               $400,000,000
364-Day Revolving Credit Facility


 


Ladies and Gentlemen:


 


I am Counsel of Chevron Phillips Chemical Company LLC,
a Delaware limited liability company (the “LLC”)
owned equally, indirectly, by ConocoPhillips and ChevronTexaco Corporation, and
of Chevron Phillips Chemical Company LP, a Delaware limited partnership wholly-owned,
indirectly, by the LLC (the “LP”; and,
together with the LLC, the “Borrowers”).  I am rendering this opinion in connection
with the preparation, execution and delivery of the 364-Day Credit Agreement,
dated as of August 28, 2003 (the “Credit Agreement”),
among the Borrowers, Barclays Bank PLC, as Administrative Agent, the other
agents therein named, and the lenders party thereto (collectively, the “Lenders”).


 


Unless otherwise indicated, capitalized terms used but
not defined herein shall have the respective meanings set forth in the Credit
Agreement. This opinion is furnished to you pursuant to subsection 4.1(e) of the Credit
Agreement.


 


In connection with this opinion, I have examined:


 


(A)                              the
Credit Agreement, signed by the Borrowers and by the Administrative Agent, the
other agents therein named, and the Lenders; and


 


(B)                                the
Notes delivered on the Closing Date pursuant to the Credit Agreement (the
“Notes”).


 


I also have examined the originals, or duplicates or
certified or conformed copies, of such records, agreements, instruments and
other documents and have made such other investigations as I have deemed
relevant and necessary in connection with the opinions expressed herein.  As to


 


E - 1

















 


Barclays Bank PLC, as 

Administrative Agent

August    , 2003


 


questions of fact material to this opinion, I have
relied upon certificates of public officials and of officers and
representatives of the Borrowers.  In
addition, I have examined, and have relied as to matters of fact upon, the
representations made in the Credit Agreement.


 


In rendering the opinions set forth below, I have
assumed the genuineness of all signatures (other than officers of the
Borrowers), the legal capacity of natural persons, the authenticity of all
documents submitted to me as originals, the conformity to original documents of
all documents submitted to me as duplicates or certified or conformed copies,
and the authenticity of the originals of such latter documents.


 


Based upon and subject to the foregoing, and subject
to the qualifications and limitations set forth herein, I am of the opinion
that:


 


1.                                       The
LLC (a) has been duly organized and is validly existing and in good standing as
a limited liability company under the laws of the State of Delaware, (b) has
the limited liability company power and authority to execute and deliver the
Credit Agreement and each Note and to borrow and perform its obligations
thereunder, and (c) has duly authorized, executed and delivered the Credit
Agreement and the Notes.


 


2.                                       The
LP (a) has been duly organized and is validly existing and in good standing as
a limited partnership under the laws of the State of Delaware, (b) has the
partnership power and authority to execute and deliver the Credit Agreement and
each Note and to borrow and perform its obligations thereunder, and (c) has
duly authorized, executed and delivered the Credit Agreement and the Notes.


 


3.                                       The
execution and delivery by the LLC of the Credit Agreement and each Note, its
borrowings in accordance with the terms of the Credit Agreement and performance
of its payment and other obligations thereunder will not result in any
violation of (1) its Certificate of Formation or its Amended and Restated
Limited Liability Company Agreement, or (2) assuming that proceeds of
borrowings will be used in accordance with the terms of the Credit Agreement,
any Federal statute or the Delaware Limited Liability Company Act or any rule
or regulation issued pursuant to any Federal statute or the Delaware Limited
Liability Company Act.


 


4.                                       The
execution and delivery by the LP of the Credit Agreement and each Note, its
borrowings in accordance with the terms of the Credit Agreement and performance
of its payment and other obligations thereunder will not result in any
violation of (1) its Certificate of Limited Partnership or its Agreement of
Limited Partnership, or (2) assuming that proceeds of borrowings will be used
in accordance with the terms of the Credit Agreement, any Federal statute or
the Delaware Revised Uniform Limited Partnership Act or any rule or regulation
issued pursuant to any Federal statute or the Delaware Revised Uniform Limited
Partnership Act.


 


5.                                       No
consent, approval, authorization, order, filing, registration or qualification
of or with any Federal governmental agency or body or any Delaware governmental
agency or body acting pursuant to the Delaware Limited Liability Company Act or
the Delaware


 


E - 2

















 


Revised Uniform Limited Partnership Act is required
for the execution and delivery by either Borrower of the Credit Agreement and
each Note, the borrowings by either Borrower in accordance with the terms of
the Credit Agreement and each Note or the performance by the Borrowers of their
payment obligations under the Credit Agreement and each Note.


 


6.                                       Neither
Borrower is an “investment company,” “company” or a company “controlled” by an
“investment company” within the meaning of and subject to regulation under the
Investment Company Act of 1940, as amended.


 


I express no opinion with respect to: (a) the effect
of any provision of the Credit Agreement or the Notes which is intended to
permit modification thereof only by means of an agreement signed in writing by
the parties thereto; (b) the effect of any provision of the Credit Agreement or
the Notes insofar as it provides that any Person purchasing a participation
from a Lender or other Person may exercise set-off or similar rights with
respect to such participation or that any Lender or other Person may exercise
set-off or similar rights other than in accordance with applicable law; (c) the
effect of any provision of the Credit Agreement or the Notes imposing penalties
or forfeitures; (d) the enforceability of any provision of the Credit Agreement
or the Notes to the extent that such provision constitutes a waiver of
illegality as a defense to performance of contract obligations; and (e) the
effect of any provision of the Credit Agreement or the Notes relating to
indemnification or exculpation in connection with violations of any securities
laws or relating to indemnification, contribution or exculpation in connection
with willful, reckless or criminal acts or gross negligence of the indemnified
or exculpated Person or the Person receiving contribution.


 


In connection with the provisions of the Credit
Agreement whereby the parties submit to the jurisdiction of the courts of the
United States of America located in the State of New York, I note the
limitations of 28 U.S.C. 1331 and 1332 on subject matter jurisdiction of the
Federal courts.


 


The opinions expressed herein are limited to the
Federal law of the United States, the Delaware Limited Liability Company Law
and the Delaware Uniform Limited Partnership Act.


 


This opinion letter is rendered to you in connection
with the above-described transactions. 
This opinion letter may not be relied upon by you for any other purpose,
or relied upon by, or furnished to, any other person, firm or corporation,
other than Winstead Sechrest & Minick P.C., which can rely on this opinion
for the purposes of rendering the opinions set forth in their Opinion Letter
dated August       , 2003, without my prior
written consent.


 


Very truly yours,




 


David Bargainer


 


E - 3

















 


Schedule I


to Exhibit E-1


 


SCHEDULE I



THE ADMINISTRATIVE AGENT AND THE LENDERS


 


Barclays Bank
PLC,

as Administrative Agent and a Lender


 


The Royal Bank
of Scotland plc,

as Syndication Agent and a Lender


 


The Bank of
Nova Scotia,

as Co-Documentation Agent and a Lender


 


The Bank of
Tokyo Mitsubishi Ltd.,

as Co-Documentation Agent and a Lender


 


Sumitomo
Mitsui Banking Corporation,

as Co-Documentation Agent and a Lender


 


ING Capital
LLC, a Lender


 


JP Morgan
Chase Bank, a Lender


 


Morgan Stanley
Bank, a Lender


 


KBC Bank N.V.,
a Lender


 


Riyad Bank,
Houston Agency, a Lender


 


Banca Monte
dei Paschi di Siena S.p.A., a Lender


 


Bank of
America, N.A., a Lender


 


The Bank of
New York, a Lender


 


Den norske
Bank ASA, a Lender


 


Bank One, NA
(Main Office – Chicago), a Lender


 


E - 4

















 


Exhibit E-2 to
the


364-Day Credit Agreement


 


FORM OF OPINION OF BORROWERS’ COUNSEL


 


August 28,
2003


 


Barclays Bank PLC, as

Administrative Agent for the

Lenders listed on Schedule I
hereto

200 Park Avenue, 4th Floor

New York, NY 10166

Attention: Mr. Nicholas A. Bell




and


 


The Agents and Lenders listed

on Schedule I hereto


 


Re:                               $400,000,000
364-Day Revolving Credit Facility


 


Ladies and Gentlemen:


 


We have acted as special counsel to Chevron Phillips
Chemical Company LLC, a Delaware limited liability company (the “LLC”), and Chevron Phillips Chemical Company
LP, a Delaware limited partnership (the “LP”;
and, together with the LLC, the “Borrowers”),
in connection with the preparation, execution and delivery of the 364-Day
Credit Agreement, dated as of August 28, 2003 (the “Credit Agreement”), among the Borrowers,
Barclays Bank PLC, as Administrative Agent, the other agents therein named, and
the lenders party thereto (collectively, the “Lenders”).


 


Unless otherwise indicated, capitalized terms used but
not defined herein shall have the respective meanings set forth in the Credit
Agreement. This opinion is furnished to you pursuant to subsection 4.1(e) of the Credit
Agreement.


 


In connection with this opinion, we have examined:


 


(C)                                the
Credit Agreement, signed by the Borrowers and by the Administrative Agent, the
other agents therein named, and the Lenders; and


 


(D)                               the
Notes delivered on the Closing Date pursuant to the Credit Agreement (the
“Notes”).


 


We also have examined the originals, or duplicates or
certified or conformed copies, of such records, agreements, instruments and
other documents and have made such other investigations as we have deemed
relevant and necessary in connection with the opinions expressed herein.  As to questions of fact material to this
opinion, we have relied upon


 


E - 5

















 


certificates of public officials and of officers and
representatives of the Borrowers.  In
addition, we have examined, and have relied as to matters of fact upon, the
representations made in the Credit Agreement.


 


In rendering the opinions set forth below, we have
assumed the genuineness of all signatures (other than officers of the Borrowers),
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as duplicates or certified or conformed copies, and
the authenticity of the originals of such latter documents.  In addition, we have relied on the opinions
of David Bargainer, counsel to the LLC and the LP, with respect to all of the
matters set forth in his Opinion Letter dated August    ,
2003.


 


Based upon and subject to the foregoing, and subject
to the qualifications and limitations set forth herein, we are of the opinion
that:


 


1.                                       The
execution and delivery by the LLC of the Credit Agreement and each Note, its
borrowings in accordance with the terms of the Credit Agreement and performance
of its payment and other obligations thereunder will not result in any
violation of, assuming that proceeds of borrowings will be used in accordance
with the terms of the Credit Agreement, any New York statute or any rule or
regulation issued pursuant to any New York statute.


 


2.                                       The
execution and delivery by the LP of the Credit Agreement and each Note, its
borrowings in accordance with the terms of the Credit Agreement and performance
of its payment and other obligations thereunder will not result in any
violation of, assuming that proceeds of borrowings will be used in accordance
with the terms of the Credit Agreement, any New York statute or any rule or
regulation issued pursuant to any New York statute.


 


3.                                       No
consent, approval, authorization, order, filing, registration or qualification
of or with any New York governmental agency or body is required for the
execution and delivery by either Borrower of the Credit Agreement and each
Note, the borrowings by either Borrower in accordance with the terms of the
Credit Agreement and each Note or the performance by the Borrowers of their
payment obligations under the Credit Agreement and each Note.


 


4.                                       The
Credit Agreement and each Note constitute the valid and legally binding
obligation of each Borrower, enforceable against such Borrower in accordance
with its terms.


 


In issuing our opinion in paragraph 4, we have assumed
that the Credit Agreement is a valid and legally binding obligation of each of
the Lenders parties thereto.


 


Our opinion in paragraph 4 above is subject to (i) the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws of general application relating to or
affecting creditors’ rights generally, (ii) general equitable principles (whether
considered in a proceeding in equity or at law) and (iii) an implied covenant
of good faith and fair dealing.


 


E - 6

















 


We express no opinion with respect to: (a) the effect
of any provision of the Credit Agreement which is intended to permit
modification thereof only by means of an agreement signed in writing by the
parties thereto; (b) the effect of any provision of the Credit Agreement
insofar as it provides that any Person purchasing a participation from a Lender
or other Person may exercise set-off or similar rights with respect to such
participation or that any Lender or other Person may exercise set-off or
similar rights other than in accordance with applicable law; (c) the effect of
any provision of the Credit Agreement imposing penalties or forfeitures; (d)
the enforceability of any provision of the Credit Agreement to the extent that
such provision constitutes a waiver of illegality as a defense to performance
of contract obligations; and (e) the effect of any provision of the Credit
Agreement relating to indemnification or exculpation in connection with
violations of any securities laws or relating to indemnification, contribution
or exculpation in connection with willful, reckless or criminal acts or gross
negligence of the indemnified or exculpated Person or the Person receiving
contribution.


 


In connection with the provisions of the Credit
Agreement whereby the parties submit to the jurisdiction of the courts of the
United States of America located in the State of New York, we note the
limitations of 28 U.S.C. 1331 and 1332 on subject matter jurisdiction of the
federal courts.


 


Our opinions expressed herein are limited to the law
of the State of New York.


 


This opinion letter is rendered to you in connection
with the above-described transactions. 
This opinion letter may not be relied upon by you for any other purpose,
or relied upon by, or furnished to, any other Person without our prior written
consent.


 


Yours very truly,


 


E - 7

















 


Schedule I


to Exhibit E-2


 


SCHEDULE I


 


THE ADMINISTRATIVE AGENT AND THE LENDERS


 


Barclays Bank
PLC,

as Administrative Agent and a Lender


 


The Royal Bank
of Scotland plc,

as Syndication Agent and a Lender


 


The Bank of
Nova Scotia,

as Co-Documentation Agent and a Lender


 


The Bank of
Tokyo Mitsubishi Ltd.,

as Co-Documentation Agent and a Lender


 


Sumitomo
Mitsui Banking Corporation,

as Co-Documentation Agent and a Lender


 


ING Capital
LLC, a Lender


 


JPMorgan Chase
Bank, a Lender


 


Morgan Stanley
Bank, a Lender


 


KBC Bank N.V.,
a Lender


 


Riyad Bank,
Houston Agency, a Lender


 


Banca Monte
dei Paschi di Siena S.p.A., a Lender


 


Bank of
America, N.A., a Lender


 


The Bank of
New York, a Lender


 


Den norske
Bank ASA, a Lender


 


Bank One, NA (Main Office – Chicago), a Lender


 


E - 8

















 


Exhibit F to
the


364-Day Credit Agreement


 


FORM
OF BORROWING REQUEST


 


Barclays Bank PLC, 

as Administrative Agent

200 Park Avenue, 4th Floor

New York, NY 10166


 


Attention: Ms. Monica Mikolajczk


 


[Date(1)]


 


Dear Sirs and Madams:


 


The undersigned, Chevron Phillips Chemical Company
[LLC][LP] (the “Requesting Borrower”)
refers to the 364-Day Credit Agreement dated as of August 28, 2003 (as it
may be amended, restated, supplemented or otherwise modified from time to time,
the “364-Day Credit Agreement”), among
Chevron Phillips Chemical Company LP and Chevron Phillips Chemical Company LLC,
each as a Borrower, the several Lenders from time to time party thereto,
Barclays Bank PLC, as Administrative Agent, and the other agents therein named.
Terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the 364-Day Credit Agreement.


 


The Requesting Borrower hereby gives you notice
pursuant to subsection 2.3 of the 364-Day Credit Agreement that it
requests a [Eurodollar][ABR] Loan under the 364-Day Credit Agreement, and in
that connection sets forth below the terms on which such [Eurodollar][ABR] Loan
is requested to be made:


 


(A)                              [the
amount to be borrowed(2)],


 


(B)                                [the
requested Borrowing Date],


 


(C)                                [Interest
rate basis(3)] and


 


(D)                               [length
of the Interest Period for each Eurodollar Loan requested herein(4)].


 












(1)                                                          Prior
to 12:00 P.M., New York City time, at least three Business Days prior to the
requested Borrowing Date, in the case of Eurodollar Loans, and prior to 12:00
P.M., New York City time, on the Borrowing Date, in the case of ABR Loans.


(2)                                                          In
an aggregate principle amount of the lesser of (1) $10,000,000 or a whole
multiple of $1,000,000 in excess thereof, and (2) the Available Commitments.


(3)                                                          Eurodollar
Rate, ABR Rate or a combination thereof. If no election as to the Type of
borrowing is specified, the borrowing shall be an ABR borrowing.


(4)                                                          If
no Interest Period is specified, the Interest Period shall be deemed to be one
month.


 


F - 1

















 


Upon acceptance of any or all of the Loans made by the
Lenders in response to this request, the Requesting Borrower shall be deemed to
have represented and warranted that the conditions specified in
subsection 4.2 of the 364-Day Credit Agreement have been satisfied.


 


	
   

  	
  Very truly yours,

  	 

	
   

  	
   

  
	
   

  	
  CHEVRON PHILLIPS CHEMICAL

  	 

	
   

  	
  COMPANY [LLC][LP]

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
   

  	
  Name:

  	 

	
   

  	
   

  	
  Title:

  	 

					



 


F - 2

















 


Exhibit G to
the


364-Day Credit Agreement


 


FORM
OF EXEMPTION CERTIFICATE


 


Reference is made to the 364-Day Credit Agreement,
dated as of August 28, 2003 (as amended, supplemented or otherwise modified
from time to time, the “364-Day Credit Agreement”),
among Chevron Phillips Chemical Company LP and Chevron Phillips Chemical
Company LLC, each as a Borrower, the several Lenders from time to time party
thereto, Barclays Bank PLC, as Administrative Agent, and the other agents
therein named. Unless otherwise defined herein, terms defined in the 364-Day
Credit Agreement and used herein shall have the meanings given to them in the
364-Day Credit Agreement.  [Name of
Non-U.S. Lender] (the “Non-U.S. Lender”)
is providing this certificate pursuant to subsection 2.16(b) of the
364-Day Credit Agreement.  The Non-U.S.
Lender hereby represents and warrants that:


 


1.                                       The
Non-U.S. Lender is the sole record and beneficial owner of the Loans in respect
of which it is providing this certificate.


 


2.                                       The
Non-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of
the Internal Revenue Code of 1986, as amended (the “Code”).  In this regard, the Non-U.S. Lender further
represents and warrants that:


 


(a)                                  the
Non-U.S. Lender is not subject to regulatory or other legal requirements as a
bank in any jurisdiction; and


 


(b)                                 the
Non-U.S. Lender has not been treated as a bank for purposes of any tax,
securities law or other filing or submission made to any Governmental Authority,
any application made to a rating agency or qualification for any exemption from
tax, securities law or other legal requirements.


 


3.                                       The
Non-U.S. Lender is not a 10-percent shareholder of either Borrower within the
meaning of Section 881(c)(3)(B) of the Code.


 


4.                                       The
Non-U.S. Lender is not a controlled foreign corporation receiving interest from
a related person within the meaning of Section 881(c)(3)(C) of the Code.


 


G - 1

















 


IN WITNESS
WHEREOF, the undersigned has duly executed this certificate.


 


	
   

  	
  [NAME OF NON-U.S. LENDER]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
					



 


G - 2

















 


Exhibit H to
the


364-Day Credit Agreement


 


FORM
OF SAME DAY BORROWING REQUEST


 


Barclays Bank PLC, 

as Administrative Agent

200 Park Avenue, 4th Floor

New York, NY 10166



Attention: Ms. Monica Mikolajczk


 


[Date(1)]


 


Dear Sirs and Madams:


 


The undersigned, Chevron Phillips Chemical Company
[LLC][LP] (the “Requesting Borrower”)
refers to the 364-Day Credit Agreement dated as of August 28, 2003 (as it
may be amended, restated, supplemented or otherwise modified from time to time,
the “364-Day Credit Agreement”), among
Chevron Phillips Chemical Company LP and Chevron Phillips Chemical Company LLC,
each as a Borrower, the several Lenders from time to time party thereto,
Barclays Bank PLC, as Administrative Agent, and the other agents therein
named.  Terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
364-Day Credit Agreement.  The
Requesting Borrower hereby gives you notice pursuant to subsection 2.4 of
the 364-Day Credit Agreement that it requests a Same Day Loan under the 364-Day
Credit Agreement, and in that connection sets forth below the terms on which
such Same Day Loan is requested to be made:


 


(A)                              Date
of Same Day Loan (which is a Business Day),


 


(B)                                Principal
Amount of Same Day Loan(2), and


 


(C)                                Length
of Interest Period for each Same Day Loan requested herein.(3)


 












(1)                                                          Not
later than 12:00 P.M., New York City time, on the day of a proposed Same Day
Loan.


(2)                                                          In
an aggregate principal amount of the lesser of (1) $1,000,000, and (2) the then
Available Commitments with respect to Same Day Loans.


(3)                                                          Commences
on the Borrowing Date and ends (a) on a Business Day not later than 15 days
after such Borrowing Date, or (b) if an Interest Period is not specified, on
the first Business Day after the Borrowing Date.


 


H - 1

















 


Upon acceptance of any or all of the Loans made by the
Same Day Lender in response to this request, the Requesting Borrower shall be
deemed to have represented and warranted that the conditions specified in
subsection 4.2 of the Credit Agreement have been satisfied.


 


	
   

  	
  Very truly yours,

  	 

	
   

  	
   

  
	
   

  	
  CHEVRON PHILLIPS CHEMICAL

  	 

	
   

  	
  COMPANY [LLC][LP]

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
   

  	
  Name:

  	 

	
   

  	
   

  	
  Title:

  	 

					



 


H - 2

















 


Exhibit I to
the


364-Day Credit Agreement


 


FORM OF CONVERSION OR CONTINUATION
REQUEST


 


Barclays Bank PLC, 

as Administrative Agent

200 Park Avenue, 4th Floor

New York, NY 10166


 


Attention: Ms. Monica Mikolajczk


 


[Date]


 


Dear Sirs and Madams:


 


The undersigned, Chevron Phillips Chemical Company
[LLC][LP] (the “Requesting Borrower”),
refers to the 364-Day Credit Agreement dated as of August 28, 2003 (as it
may be amended, restated, supplemented or otherwise modified from time to time,
the “364-Day Credit Agreement”), among
Chevron Phillips Chemical Company LP and Chevron Phillips Chemical Company LLC,
each as a Borrower, the several Lenders from time to time party thereto,
Barclays Bank PLC, as Administrative Agent, and the other agents therein named.
Terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the 364-Day Credit Agreement.


 


Pursuant to subsection 2.7 of the 364-Day Credit
Agreement, this Notice of Conversion/Continuation (the “Notice”) represents the Requesting Borrower’s
irrevocable election to [insert one or more of the following]:


 


1                                          Convert
$               
in aggregate principal amount of ABR Loans to Eurodollar Loans on 
            ,
20   (1).  The initial
Interest Period for such Eurodollar Loans is requested to be a
          month period.


 


2                                          Convert
$             in
aggregate principal amount of Eurodollar Loans with a current Interest Period
ending
            ,
20    to ABR Loans on
            ,
20   (2).


 


3                                          Continue
as Eurodollar Loans
$             in
aggregate principal amount of Eurodollar Loans with a current Interest Period
ending
            ,
20   (3).  The succeeding
Interest Period is requested to be a
         month period.


 


                                                                                                                                                                                                                                                                                                                                                                                                                                                 Very
truly yours,


 












(1)                                                          Not
later than three Business Days’ prior irrevocable notice.


(2)                                                          Not
later than 12:00 P.M., New York City time, on a Business Day; provided, that
any such conversion of Eurodollar Loans may only be made on the last day of an
Interest Period with respect thereto.


(3)                                                          Only
may be continued as such upon the expiration of the then current Interest
Period with respect thereto.


 


I - 1

















 


	
   

  	
  CHEVRON PHILLIPS CHEMICAL

  
	
   

  	
  COMPANY [LLC][LP]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


I - 2