EX-10.3






EXHIBIT 10.3




EXECUTION COPY




U.S. $400,000,000




FIVE YEAR CREDIT AGREEMENT




Dated as of January 20, 2005




Among




THE WILLIAMS COMPANIES, INC.,




as Borrower,




and




THE INITIAL LENDERS NAMED HEREIN,




as Initial Lenders,




and




THE INITIAL ISSUING BANKS NAMED HEREIN,




as Initial Issuing Banks,




and




CITIBANK, N.A.,




as Agent.




1



ARTICLE I




DEFINITIONS AND ACCOUNTING TERMS




	 	 	 	 	 	 	 	 	 
	Section 1.01.
	 	Certain Defined Terms                  
	 	 	1	 
	Section 1.02.
	 	Computation of Time Periods            
	 	 	14	 
	Section 1.03.
	 	Accounting Terms                       
	 	 	14	 







ARTICLE II




AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT




	 	 	 	 	 	 	 	 	 
	Section 2.01.
	 	The Revolving Credit Advances and Letters of Credit                           
	 	 	14	 
	Section 2.02.
	 	Making the Revolving Credit Advances                                          
	 	 	15	 
	Section 2.03.
	 	Issuance of and Drawings and Reimbursement Under Letters of Credit            
	 	 	16	 
	Section 2.04.
	 	Fees                                                                          
	 	 	18	 
	Section 2.05.
	 	Repayment of Revolving Credit Advances                                        
	 	 	18	 
	Section 2.06.
	 	Interest on Revolving Credit Advances                                         
	 	 	19	 
	Section 2.07.
	 	Interest Rate Determination                                                   
	 	 	19	 
	Section 2.08.
	 	Optional Conversion of Revolving Credit Advances                              
	 	 	21	 
	Section 2.09.
	 	Prepayments of Revolving Credit Advances                                      
	 	 	21	 
	Section 2.10.
	 	Increased Costs                                                               
	 	 	21	 
	Section 2.11.
	 	Illegality                                                                    
	 	 	22	 
	Section 2.12.
	 	Payments and Computations                                                     
	 	 	22	 
	Section 2.13.
	 	Sharing of Payments, Etc                                                      
	 	 	23	 
	Section 2.14.
	 	Evidence of Debt                                                              
	 	 	24	 
	Section 2.15.
	 	Use of Proceeds                                                               
	 	 	24	 
	Section 2.16.
	 	Additional Interest on Eurodollar Rate Advances                               
	 	 	24	 







ARTICLE III




CONDITIONS TO EFFECTIVENESS AND LENDING




Section 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03 25




	 	 	 	Section 3.02. Conditions Precedent to Each Revolving Credit Borrowing and Letter of
Credit Issuance 26	 





Section 3.03. Determinations Under Sections 3.01 26



ARTICLE IV




REPRESENTATIONS AND WARRANTIES




Section 4.01. Representations and Warranties of the Borrower 27



ARTICLE V




COVENANTS OF THE BORROWER




	 	 	 	 	 	 	 	 	 
	Section 5.01.
	 	Written Statement to Agent                                           
	 	 	29	 
	Section 5.02.
	 	Commission Reports; Financial Statements                             
	 	 	29	 
	Section 5.03.
	 	Limitation On Liens                                                  
	 	 	30	 
	Section 5.04.
	 	Limitation On Mergers, Consolidations And Sales Of Assets            
	 	 	30	 







ARTICLE VI




EVENTS OF DEFAULT




	 	 	 	 	 	 	 	 	 
	Section 6.01.
	 	Events of Default                                                   
	 	 	30	 
	Section 6.02.
	 	Notice of Default or Event of Default                               
	 	 	32	 
	Section 6.03.
	 	Actions in Respect of the Letters of Credit upon Default            
	 	 	32	 
	Section 6.04.
	 	Waiver Of Existing Defaults                                         
	 	 	32	 







ARTICLE VII




THE AGENT




	 	 	 	 	 	 	 	 	 
	Section 7.01.
	 	Authorization and Action            
	 	 	32	 
	Section 7.02.
	 	Agent’s Reliance, Etc               
	 	 	33	 
	Section 7.03.
	 	Citibank and Affiliates             
	 	 	33	 
	Section 7.04.
	 	Lender Credit Decision              
	 	 	33	 
	Section 7.05.
	 	Indemnification                     
	 	 	33	 
	Section 7.06.
	 	Successor Agent                     
	 	 	34	 







ARTICLE VIII




AMENDMENTS




	 	 	 	 	 	 	 	 	 
	Section 8.01.
	 	Amendments, Etc. With Consent of Lenders            
	 	 	35	 
	Section 8.02.
	 	Amendments Without Consent of Lenders               
	 	 	35	 
	Section 8.03.
	 	Documents to Be Given to Agent                      
	 	 	36	 







ARTICLE IX




MISCELLANEOUS




Section 9.01. Notices, Etc 36




	 	 	 	Section 9.02. Powers and Remedies Cumulative; Delay or Omission Not Waiver of
Default 37	 





	 	 	 	 	 	 	 	 	 
	Section 9.03.
	 	Costs and Expenses                           
	 	 	37	 
	Section 9.04.
	 	Waiver of Set-off                            
	 	 	38	 
	Section 9.05.
	 	Binding Effect                               
	 	 	38	 
	Section 9.06.
	 	Assignments and Participations               
	 	 	38	 
	Section 9.07.
	 	Confidentiality                              
	 	 	40	 
	Section 9.08.
	 	Governing Law                                
	 	 	41	 
	Section 9.09.
	 	Execution in Counterparts                    
	 	 	41	 
	Section 9.10.
	 	Jurisdiction, Etc                            
	 	 	41	 
	Section 9.11.
	 	Final Agreement                              
	 	 	42	 
	Section 9.12.
	 	Judgment                                     
	 	 	42	 
	Section 9.13.
	 	No Liability of the Issuing Banks            
	 	 	42	 
	Section 9.14.
	 	Waiver of Jury Trial                         
	 	 	42	 








	 	 	 	Section 9.15. Officers’ Certificates and Opinions of Counsel; Statements to Be
Contained Therein 43	 





	 	 	 	 	 
	Schedules

	 	

	 	

	 

	 	

	 	

	 
	 	 	 	 
	Schedule I – List of Applicable Lending Offices
	 	 
	 
	 	 	 	 
	Exhibits

	 	

	 	

	 

	 	

	 	

	Exhibit A

Exhibit B

Exhibit C

Exhibit D-1

Exhibit D-2

Exhibit E

	 	-

-

-

-

-

-
	 	Form of Revolving Credit Note

Form of Notice of Revolving Credit Borrowing

Form of Assignment and Acceptance

Form of Opinion of Outside Counsel for the Borrower

Form of Opinion of General Counsel of the Borrower

Form of Letter of Credit







2




FIVE YEAR CREDIT AGREEMENT




Dated as of January 20, 2005




THE WILLIAMS COMPANIES, INC., a Delaware corporation (the “Borrower”), the banks,
financial institutions and other institutional lenders (the “Initial Lenders”) and issuers
of letters of credit (the “Initial Issuing Banks”) listed on the signature pages hereof and
CITIBANK, N.A. (“Citibank”), as administrative agent and as paying agent (the
“Agent”) for the Lenders and Issuing Banks (each as hereinafter defined) agree as follows:



ARTICLE I




DEFINITIONS AND ACCOUNTING TERMS




SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to both the singular and
plural forms of the terms defined):




“Advance” means a Revolving Credit Advance.



“Affiliate” of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such specified Person.
For purposes of this definition, “control,” as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of such Person, whether through the ownership of voting securities, by agreement or
otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a
Person will be deemed to be control. For purposes of this definition, the terms “controlling”,
“controlled by” and “under common control with” have correlative meanings.




“Agent” has the meaning specified in the preamble hereto.



“Agent’s Account” means the account of the Agent maintained by the Agent at Citibank
at its office at Two Penns Way, Suite 110, New Castle, Delaware 19720, Account No. 40580177,
Attention: Bank Loan Syndications or such other account of the Agent as is designated in writing
from time to time by the Agent to the Borrower and the Lenders for such purpose.




“Agreement” means this Five Year Credit Agreement.



“Applicable Lending Office” means, with respect to each Lender, such Lender’s Domestic
Lending Office in the case of a Base Rate Advance or a Fixed Rate Advance and such Lender’s
Eurodollar Lending Office in the case of a Eurodollar Rate Advance.



“Assignment and Acceptance” means an assignment and acceptance entered into by a
Lender and an Eligible Assignee, and accepted by the Agent, in substantially the form of Exhibit C
hereto.



“Available Amount” of any Letter of Credit means, at any time, the maximum amount
available to be drawn under such Letter of Credit at such time (assuming compliance at such time
with all conditions to drawing).



“Base Rate” means an interest rate per annum in effect from time to time, which rate
per annum shall at all times be equal to the higher of:




(a) the rate of interest announced publicly by Citibank in New York, New York, from
time to time, as Citibank’s base rate; and




(b) 1/2 of one percent per annum above the Federal Funds Rate.



“Base Rate Advance” means a Revolving Credit Advance that bears interest as provided
in Section 2.06(a)(i).



“beneficial owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5
under the Exchange Act, except that in calculating the beneficial ownership of any particular
“person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be
deemed to have beneficial ownership of all securities that such “person” has the right to acquire
by conversion or exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms “beneficially
owns” and “beneficially owned” have a corresponding meaning.




“Board of Directors” means:




(1) with respect to a corporation, the board of directors of the corporation or any
committee of such board authorized to act on its behalf;




(2) with respect to a partnership, the board of directors of the general partner of the
partnership or any committee of such board authorized to act on its behalf; and




(3) with respect to any other Person, the board or committee of such Person serving a
similar function.




“Borrower” has the meaning specified in the preamble hereto.




“Borrowing” means a Revolving Credit Borrowing.



“Business Day” means a day of the year on which banks are not required or authorized
by law to close in New York City and, if the applicable Business Day relates to any Eurodollar Rate
Advance, on which dealings are carried on in the London interbank market and banks are open for
business in London.




“Capital Stock” means:




(1) in the case of a corporation, corporate stock;




(2) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock;




(3) in the case of a partnership or limited liability company, partnership or membership
interests (whether general or limited); and




(4) any other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing Person.




“Citibank” has the meaning specified in the preamble hereto.



“Code” means the United States Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated and the rulings issued thereunder.



“Commission” means the Securities and Exchange Commission, created under the Exchange
Act, as from time to time constituted (or its successor).




“Commitment” means a Revolving Credit Commitment or a Letter of Credit Commitment.



“Commitment Termination Date” means the earlier of (a) the date of termination in
whole of the aggregate Commitments as provided herein and (b) the 25th Business Day
prior to the date specified in clause (a) of the definition of Termination Date.



“Confidential Information” means information that the Borrower or any of its
Subsidiaries or Affiliates (or any agent, officer, director, employee or other representative of
any such Person) furnishes to the Agent or the relevant Lender (or the relevant participant or
sub-participant) in a writing designated as confidential, but does not include any such information
that is or becomes generally available to the public or that is or becomes available to the Agent
or such Lender (or participant or sub-participant) from a source other than the Borrower or any of
its Subsidiaries or Affiliates (or any agent, officer, director, employee or other representative
of any such Person) unless such information has become generally available to the public or such
source as a result of a breach of Section 9.07 by the Agent or a Lender.




“Consolidated” refers to the consolidation of accounts in accordance with GAAP.



“Consolidated Net Tangible Assets” means, with respect to any Person at any date of
determination, the aggregate amount of total assets included in such Person’s most recent quarterly
or annual consolidated balance sheet prepared in accordance with GAAP less applicable reserves
directly related to such assets reflected in such balance sheet, after deducting the following
amounts: (i) all current liabilities reflected in such balance sheet, and (ii) all goodwill,
trademarks, patents, unamortized debt discounts and expenses and other like intangibles reflected
in such balance sheet.



“Convert”, “Conversion” and “Converted” each refers to a conversion of
Revolving Credit Advances of one Type into Revolving Credit Advances of the other Type pursuant to
Section 2.07 or 2.08.



“Default” means any event that is, or with the passage of time or the giving of notice
or both would be, an Event of Default.




“Disclosed Litigation” has the meaning specified in Section 3.01(b).



“Dollars” and the “$” sign each mean lawful money of the United States of
America.



“Domestic Lending Office” means, with respect to any Lender, the office of such Lender
specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or in the
Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender
as such Lender may from time to time specify to the Borrower and the Agent.




“Effective Date” has the meaning specified in Section 3.01.



“Eligible Assignee” means (i) a Lender; (ii) an Affiliate of a Lender; (iii) any
participant to which a Lender has sold a participation, any sub-participant thereof or any owner of
a beneficial interest in the foregoing, if in the case of a participant or a sub-participant the
Borrower consented, at the time of such sale, to such participation or sub-participation, as
applicable, such consent not to be unreasonably withheld or delayed; or (iv) any other Person
approved by the Agent and, unless (a) an Event of Default has occurred and is continuing at the
time any assignment is effected in accordance with Section 9.06 or (b) an assignment has occurred
to a participant described in clause (iii), the Borrower, such approval not to be unreasonably
withheld or delayed; provided, however, that neither the Borrower nor an Affiliate
of the Borrower shall qualify as an Eligible Assignee.



“Eligible Lender” means an Initial Lender, an Initial Issuing Bank or any Eligible
Assignee (other than an Eligible Assignee described in clause (iii) of the definition of Eligible
Assignee).



“Environmental Action” means any action, suit, demand, demand letter, claim, written
notice of non-compliance or written violation, notice of liability or potential liability,
investigation, proceeding, consent order or consent agreement relating to any Environmental Law,
Environmental Permit or Hazardous Materials or arising from alleged injury or threat of injury to
health, safety or the environment, including, without limitation, (a) by any governmental or
regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or
damages and (b) by any governmental or regulatory authority or any third party for damages,
contribution, indemnification, cost recovery, compensation or injunctive relief.



“Environmental Law” means any federal, state, local or foreign statute, law,
ordinance, rule, regulation, code, order, final judgment, decree or written and binding judicial or
agency interpretation thereof relating to pollution or protection of the environment, health,
safety or natural resources, including, without limitation, those relating to the use, handling,
transportation, treatment, storage, disposal, release or discharge of Hazardous Materials.



“Environmental Permit” means any permit, approval, identification number, license or
other authorization required under any Environmental Law.



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time, and the regulations promulgated and rulings issued thereunder.



“ERISA Affiliate” means any Person that for purposes of Section 302 and Title IV of
ERISA or for purposes of Section 412 of the Code is a member of the Borrower’s controlled group, or
under common control with the Borrower, within the meaning of Section 414 of the Code.



“ERISA Event” means (a) a “reportable event” described in Section 4043 of ERISA (other
than a “reportable event” (i) described in Section 4043(c)(3) of ERISA, (ii) not subject to the
provision for 30-day notice to the PBGC or (iii) that would not result in a material liability to
the Borrower, any of its Subsidiaries or any ERISA Affiliate), or (b) the incurrence of a material
liability by the Borrower, any of its Subsidiaries or any ERISA Affiliate as a result of the
withdrawal of the Borrower, any of its Subsidiaries or any ERISA Affiliate from a Multiple Employer
Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2)
of ERISA or by reason of the provisions of Section 4064 of ERISA upon the termination of a Multiple
Employer Plan, or (c) the existence of any “accumulated funding deficiency” or “liquidity
shortfall” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not
waived, or the filing of an application pursuant to Section 412(e) of the Code or Section 304 of
ERISA for any extension of an amortization period, or (d) the provision or filing of a notice of
intent to terminate a Plan other than in a standard termination within the meaning of Section 4041
of ERISA or the treatment of a Plan amendment as a distress termination under Section 4041 of
ERISA, or (e) the institution of proceedings to terminate a Plan by the PBGC, or (f) any other
event or condition which might reasonably be expected to constitute grounds for (x) the termination
of, or the appointment of a trustee to administer, any Plan other than in a standard termination
within the meaning of Section 4041 of ERISA or (y) the imposition of any lien on the assets of the
Borrower, any of its Subsidiaries or any ERISA Affiliate under ERISA, including as a result of the
operation of Section 4069 of ERISA.



“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of
the Board of Governors of the Federal Reserve System, as in effect from time to time.



“Eurodollar Lending Office” means, with respect to any Lender, the office of such
Lender specified as its “Eurodollar Lending Office” opposite its name on Schedule I hereto or in
the Assignment and Acceptance pursuant to which it became a Lender (or, if no such office is
specified, its Domestic Lending Office), or such other office of such Lender as such Lender may
from time to time specify to the Borrower and the Agent.



“Eurodollar Rate” means, for any Interest Period for each Eurodollar Rate Advance
comprising part of the same Revolving Credit Borrowing, an interest rate per annum equal to the
rate per annum (rounded upward to the nearest whole multiple of 1/100 of 1% per annum) appearing on
Telerate Page 3750 as the London interbank offered rate for deposits in Dollars at approximately
11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period for a
term comparable to such Interest Period (provided, that if such Interest Period ends on the
date specified in clause (a) of the definition of Termination Date, such interest rate shall be the
rate per annum appearing on the Telerate Page for London interbank offered deposits with a term
equal to the actual number of days from the first day of such Interest Period to the date specified
in clause (a) of the definition of Termination Date (the “Final Interest Period”) or, if
such Final Interest Period does not equal a term appearing on the Telerate Page, such rate per
annum shall be determined by interpolating linearly between (i) the rate for the period appearing
on the Telerate Page that is closest to and greater than the length of such Final Interest Period
and (ii) the rate for the period appearing on the Telerate Page that is closest to and less than
the length of such Final Interest Period) or, if for any reason such rate is not available, the
average (rounded upward to the nearest whole multiple of 1/100 of 1% per annum, if such average is
not such a multiple) of the rate per annum at which deposits in Dollars are offered by the
principal office of each of the Reference Banks in London, England to prime banks in the London
interbank market at 11:00 A.M. (London time) two Business Days before the first day of such
Interest Period in an amount substantially equal to such Revolving Credit Borrowing to be
outstanding during such Interest Period and for a period equal to such Interest Period. If
Telerate Page 3750 is unavailable, the Eurodollar Rate for any Interest Period for each Eurodollar
Rate Advance comprising part of the same Revolving Credit Borrowing shall be determined by the
Agent on the basis of applicable rates furnished to and received by the Agent from the Reference
Banks two Business Days before the first day of such Interest Period, subject,
however, to the provisions of Section 2.07.



“Eurodollar Rate Advance” means a Revolving Credit Advance that bears interest as
provided in Section 2.06(a)(ii).



“Eurodollar Rate Reserve Percentage” for any Interest Period for all Eurodollar Rate
Advances comprising part of the same Borrowing means the reserve percentage applicable two Business
Days before the first day of such Interest Period under regulations issued from time to time by the
Board of Governors of the Federal Reserve System (or any successor) for determining the maximum
reserve requirement (including, without limitation, any emergency, supplemental or other marginal
reserve requirement) for a member bank of the Federal Reserve System in New York City with respect
to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to
any other category of liabilities that includes deposits by reference to which the interest rate on
Eurodollar Rate Advances is determined) having a term equal to such Interest Period.




“Events of Default” has the meaning specified in Section 6.01.




“Exchange Act” means the Securities Exchange Act of 1934, as amended.




“Exchange Act Disclosure” has the meaning specified in Section 3.01(b).




“Facility Fee” has the meaning specified in Section 2.04(a).



“Facility Fee Period End Date” means April 15 and October 15 of each year and the date
specified in clause (a) of the definition of the Termination Date, commencing on April 15, 2005.



“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum
equal for each day during such period to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a
Business Day, the average of the quotations for such day on such transactions received by the Agent
from three Federal funds brokers of recognized standing selected by it.




“Fixed Rate” means 3.57% per annum.



“Fixed Rate Advance” means a Revolving Credit Advance that bears interest as provided
in Section 2.06(a)(iii).



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



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



“Hazardous Materials” means (a) petroleum and petroleum products, byproducts or
breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls
and radon gas and (b) any other chemicals, materials or substances designated, classified or
regulated as hazardous or toxic or as a pollutant or contaminant under any Environmental Law.



“Indebtedness” means, with respect to any specified Person, any indebtedness of such
Person which is for money borrowed from others.




“Indemnified Costs” has the meaning specified in Section 7.05.




“Initial Issuing Banks” has the meaning specified in the preamble hereto.




“Initial Lenders” has the meaning specified in the preamble hereto.



“Interest Period” means, for each Eurodollar Rate Advance comprising part of the same
Revolving Credit Borrowing and subject to Section 2.07(c), the period commencing on the date of
such Eurodollar Rate Advance or the date of the Conversion of any Base Rate Advance into such
Eurodollar Rate Advance and ending on the last day of the period selected by the Borrower pursuant
to the provisions below and, thereafter, each subsequent period commencing on the last day of the
immediately preceding Interest Period and ending on the last day of the period so selected by the
Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one,
two, three or six months, as the Borrower may, upon notice received by the Agent not later than
11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest
Period, select; provided, however, that:




(a) the duration of any Interest Period that commences before the Termination Date and
would otherwise end after the date specified in clause (a) of the definition of Termination
Date shall end on such date specified in clause (a) of the definition of Termination Date
and the Eurodollar Rate for such Interest Period shall be determined on the basis of the
actual number of days in such Interest Period;




(b) Interest Periods commencing on the same date for Eurodollar Rate Advances
comprising part of the same Revolving Credit Borrowing shall be of the same duration;




(c) whenever the last day of any Interest Period would otherwise occur on a day other
than a Business Day, the last day of such Interest Period shall be extended to occur on the
next succeeding Business Day; provided, however, that, if such extension
would cause the last day of such Interest Period to occur in the next following calendar
month, the last day of such Interest Period shall occur on the next preceding Business Day;




(d) the duration of any Interest Period that would otherwise end after the date a
Eurodollar Rate Advance is Converted into a Fixed Rate Advance shall end on the date of such
Conversion; and




(e) whenever the first day of any Interest Period occurs on a day of an initial
calendar month for which there is no numerically corresponding day in the calendar month
that succeeds such initial calendar month by the number of months equal to the number of
months in such Interest Period, such Interest Period shall end on the last Business Day of
such succeeding calendar month.



“Issuing Bank” means each Initial Issuing Bank or any Eligible Assignee to which a
portion of the Letter of Credit Commitment hereunder has been assigned pursuant to Section 9.06 so
long as such Eligible Assignee expressly agrees to perform in accordance with their terms all of
the obligations that by the terms of this Agreement are required to be performed by it as an
Issuing Bank and notifies the Agent of its Applicable Lending Office (which information shall be
recorded by the Agent in the Register), for so long as such Initial Issuing Bank or Eligible
Assignee, as the case may be, shall have a Letter of Credit Commitment.




“L/C Related Documents” has the meaning specified in Section 2.05(b)(i).



“Lenders” means, collectively, the Initial Lenders, the Initial Issuing Banks and each
Person that shall become a party hereto pursuant to Section 9.06.




“Letter of Credit” has the meaning specified in Section 2.01(b).




“Letter of Credit Agreement” has the meaning specified in Section 2.03(a).



“Letter of Credit Commitment” means, with respect to each Initial Issuing Bank, the
Dollar amount set forth opposite such Initial Issuing Bank’s name on the signature pages hereto
under the caption “Letter of Credit Commitment” or, if such Issuing Bank has entered into one or
more Assignment and Acceptances, the Dollar amount set forth for such Issuing Bank in the Register
maintained by the Agent pursuant to Section 9.06(d) as such Issuing Bank’s “Letter of Credit
Commitment.”



“Letter of Credit Facility” means, at any time, an amount equal to the least of (a)
the aggregate amount of the Issuing Banks’ Letter of Credit Commitments at such time, (b)
$400,000,000 and (c) the aggregate amount of the Revolving Credit Commitments.



“Lien” means, with respect to any property, any mortgage, lien, pledge, charge,
security interest or encumbrance in respect of such property, whether or not filed, recorded or
otherwise perfected under applicable law. As used in the definition of Permitted Liens,
“mortgage” means any Lien.



“Material Adverse Change” means any material adverse change in the business, condition
(financial or otherwise), operations, performance, properties or prospects of the Borrower or the
Borrower and its Subsidiaries taken as a whole.



“Material Adverse Effect” means a material adverse effect on (a) the business,
condition (financial or otherwise), operations, performance, properties or prospects of the
Borrower or the Borrower and its Subsidiaries taken as a whole, (b) the rights and remedies of the
Agent or any Lender or any other Person under this Agreement, any Note or in connection with any
Letter of Credit or (c) the ability of the Borrower to perform its obligations under this
Agreement, any Note or in connection with any Letter of Credit.




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



“Multiemployer Plan” means a “multiemployer plan,” as defined in Section 4001(a)(3) of
ERISA, to which the Borrower or any of its Subsidiaries or any ERISA Affiliate is making or
accruing an obligation to make contributions, or has within any of the preceding five plan years
made or accrued an obligation to make contributions.



“Multiple Employer Plan” means an employee benefit plan, other than a Multiemployer
Plan, subject to Title IV of ERISA to which the Borrower, any Subsidiary or any ERISA Affiliate and
more than one employer other than the Borrower, any Subsidiary or an ERISA Affiliate is making or
accruing an obligation to make contributions, has within any of the preceding five plan years made
or accrued an obligation to make contributions or, in the event that any such plan has been
terminated, to which the Borrower, any Subsidiary or any ERISA Affiliate made or accrued an
obligation to make contributions during any of the five plan years preceding the date of
termination of such plan.




“Note” means a Revolving Credit Note.



“Notice Lenders” means at any time Lenders owed at least 25% in interest of the then
aggregate unpaid principal amount of the Revolving Credit Advances owing to Lenders, or, if no such
principal amount is then outstanding, Lenders having at least 25% in interest of the Revolving
Credit Commitments.




“Notice of Issuance” has the meaning specified in Section 2.03(a).




“Notice of Revolving Credit Borrowing” has the meaning specified in Section 2.02(a).



“Officers’ Certificate” means a certificate signed by any of the Chairman of the
Board, the President, a Vice President, the Controller, the Treasurer of the Borrower or the
Assistant Treasurer and delivered by or on behalf of the Borrower. Each such certificate shall
include the statements provided for in Section 9.15, unless otherwise provided.



“Opinion of Counsel” means an opinion in writing signed by legal counsel who may be an
employee of or counsel to the Borrower and who shall be reasonably satisfactory to the Agent. Each
such opinion shall include the applicable statements, if any, provided for in Section 9.15, unless
otherwise provided.




“Original Currency” has the meaning specified in Section 9.12(a).




“Other Currency” has the meaning specified in Section 9.12(a).




“PBGC” means the Pension Benefit Guaranty Corporation (or any successor).




“Permitted Liens” means:




	 	(1)	 	Any purchase money mortgage created by the Borrower or a Subsidiary of the Borrower to secure
all or part of the purchase price of any property (or to secure a loan made to enable the
Borrower or a Subsidiary of the Borrower to acquire the property described in such mortgage);
provided that the principal amount of the Indebtedness secured by any such mortgage,
together with all other Indebtedness secured by a mortgage on such property, shall not exceed
the purchase price of the property acquired;






	 	(2)	 	Any mortgage existing on any property at the time of the acquisition thereof by the Borrower
or a Subsidiary of the Borrower, whether or not assumed by the Borrower or such Subsidiary,
and any mortgage on any property acquired or constructed by the Borrower or a Subsidiary of
the Borrower and created not later than 12 months after (i) such acquisition or completion of
such construction or (ii) commencement of full operation of such property, whichever is later;
provided that, if assumed or created by the Borrower or a Subsidiary of the Borrower,
the principal amount of the Indebtedness secured by such mortgage, together with all other
Indebtedness secured by a mortgage on such property, shall not exceed the purchase price of
the property, acquired and/or the cost of the property constructed;






	 	(3)	 	Any mortgage created or assumed by the Borrower or a Subsidiary of the Borrower on any
contract for the sale of any product or service or any rights thereunder or any proceeds
therefrom, including accounts and other receivables, related to the operation or use of any
property acquired or constructed by the Borrower or a Subsidiary of the Borrower and created
not later than 12 months after (i) such acquisition or completion of such construction or (ii)
commencement of full operation of such property, whichever is later;






	 	(4)	 	Any mortgage existing on any property of a Subsidiary of the Borrower at the time it becomes
a Subsidiary;






	 	(5)	 	Any refunding or extension of maturity, in whole or in part, of any mortgage created or
assumed in accordance with the provisions of subdivision (1), (2), (3) or (4) above or (10) or
(28) below, provided that the principal amount of the Indebtedness secured by such
refunding mortgage or extended mortgage shall not exceed the principal amount of the
Indebtedness secured by the mortgage to be refunded or extended outstanding at the time of
such refunding or extension and that such refunding mortgage or extended mortgage shall be
limited in Lien to the same property that secured the mortgage so refunded or extended;






	 	(6)	 	Any mortgage created or assumed by the Borrower or a Subsidiary of the Borrower to secure
loans to the Borrower or a Subsidiary of the Borrower maturing within 12 months of the date of
creation thereof and not renewable or extendible by the terms thereof at the option of the
obligor beyond 12 months, and made in the ordinary course of business;






	 	(7)	 	Mechanics’ or materialmen’s Liens or any Lien or charge arising by reason of pledges or
deposits to secure payment of workmen’s compensation or other insurance, good faith deposits
in connection with tenders or leases of real estate, bids or contracts (other than contracts
for the payment of money), deposits to secure public or statutory obligations, deposits to
secure or in lieu of surety, stay or appeal bonds and deposits as security for the payment of
taxes or assessments or other similar charges;






	 	(8)	 	Any mortgage arising by reason of deposits with or the giving of any form of security to any
governmental agency or any body created or approved by law or governmental regulation for any
purpose at any time as required by law or governmental regulation as a condition to the
transaction of any business or the exercise of any privilege or license, or to enable the
Borrower or a Subsidiary of the Borrower to maintain self-insurance or to participate in any
fund for liability on any insurance risks or in connection with workmen’s compensation,
unemployment insurance, old age pensions or other social security or to share in the
privileges or benefits required for companies participating in such arrangements;






	 	(9)	 	Any mortgage which is payable, both with respect to principal and interest, solely out of the
proceeds of oil, gas, coal or other minerals or timber to be produced from the property
subject thereto and to be sold or delivered by the Borrower or a Subsidiary of the Borrower,
including any interest of the character commonly referred to as a “production payment”;






	 	(10)	 	Any mortgage created or assumed by a Subsidiary of the Borrower on oil, gas, coal or other
mineral or timber property, owned or leased by such Subsidiary to secure loans to such
Subsidiary for the purposes of developing such properties, including any interest of the
character commonly referred to as a “production payment;” provided that neither the
Borrower nor any other Subsidiary of the Borrower shall assume or guarantee such loans or
otherwise be liable in respect thereto;





(11) Mortgages upon rights-of-way;



(12) Undetermined mortgages and charges incidental to construction or maintenance;




	 	(13)	 	The right reserved to, or vested in, any municipality or governmental or other public
authority or railroad by the terms of any right, power, franchise, grant, license, permit or
by any provision of law, to terminate or to require annual or other periodic payments as a
condition to the continuance of such right, power, franchise, grant, license or permit;





(14) The Lien of taxes and assessments which are not at the time delinquent;




	 	(15)	 	The Lien of specified taxes and assessments which are delinquent but the validity of which is
being contested in good faith at the time by the Borrower or a Subsidiary of the Borrower;






	 	(16)	 	The Lien reserved in leases for rent and for compliance with the terms of the lease in the
case of leasehold estates;






	 	(17)	 	Defects and irregularities in the titles to any property (including rights-of-way and
easements) which are not material to the business of the Borrower and its Subsidiaries
considered as a whole;






	 	(18)	 	Any mortgages securing Indebtedness neither assumed nor guaranteed by the Borrower or a
Subsidiary of the Borrower nor on which it customarily pays interest, existing upon real
estate or rights in or relating to real estate (including rights-of-way and easements)
acquired by the Borrower or a Subsidiary of the Borrower, which mortgages do not materially
impair the use of such property for the purposes for which it is held by the Borrower or such
Subsidiary;






	 	(19)	 	Easements, exceptions or reservations in any property of the Borrower or a Subsidiary of the
Borrower granted or reserved for the purpose of pipelines, roads, telecommunication equipment
and cable, streets, alleys, highways, railroad purposes, the removal of oil, gas, coal or
other minerals or timber, and other like purposes, or for the joint or common use of real
property, facilities and equipment, which do not materially impair the use of such property
for the purposes for which it is held by the Borrower or such Subsidiary;






	 	(20)	 	Rights reserved to or vested in any municipality or public authority to control or regulate
any property of the Borrower or a Subsidiary of the Borrower, or to use such property in any
manner which does not materially impair the use of such property for the purposes for which it
is held by the Borrower or such Subsidiary;






	 	(21)	 	Any obligations or duties, affecting the property of the Borrower or a Subsidiary of the
Borrower, to any municipality or public authority with respect to any franchise, grant,
license or permit;






	 	(22)	 	The Liens of any judgments in an aggregate amount not in excess of $1,000,000 or the Lien of
any judgment the execution of which has been stayed or which has been appealed and secured, if
necessary, by the filing of an appeal bond;





(23) Zoning laws and ordinances;




	 	(24)	 	Any mortgage existing on any office equipment, data processing equipment (including computer
and computer peripheral equipment) or transportation equipment (including motor vehicles,
aircraft and marine vessels);






	 	(25)	 	Any mortgage created or assumed by the Borrower or a Subsidiary of the Borrower on oil, gas,
coal or other mineral or timber property owned by the Borrower or a Subsidiary of the
Borrower;





(26) Leases now or hereafter existing and any renewals or extensions thereof;




	 	(27)	 	Any mortgage created by the Borrower or a Subsidiary of the Borrower on any contract (or any
rights thereunder or proceeds therefrom) providing for advances by the Borrower or such
Subsidiary to finance gas exploration and development, which mortgage is created to secure
indebtedness incurred to finance such advances; and






	 	(28)	 	Any mortgage not permitted by clauses (1) through (27) above if at the time of, and after
giving effect to, the creation or assumption of any such mortgage, the aggregate of all
Indebtedness of the Borrower and its Subsidiaries secured by all such mortgages not so
permitted by clauses (1) through (27) above does not exceed 15% of the Consolidated Net
Tangible Assets of the Borrower.





“Person” means an individual, partnership, corporation (including a business trust),
joint stock company, trust, unincorporated association, joint venture, limited liability company or
other entity, or a government or any political subdivision or agency thereof.



“Plan” means an employee benefit plan, other than a Multiemployer Plan, (a) which is
maintained for employees of the Borrower, any Subsidiary or any ERISA Affiliate and which is
subject to Section 302 or Title IV of ERISA or Section 412 of the Code or (b) with respect to which
the Borrower, any Subsidiary or any ERISA Affiliate could be subjected to any liability under
Section 302 or Title IV of ERISA (including Section 4069 of ERISA) or Section 412 of the Code.
Without limitation on the foregoing, the term “Plan” includes any employee benefit plan for which
the Borrower or any of its Subsidiaries or any ERISA Affiliate may have any liability arising from
the joint and several liability provisions of Section 302 or Title IV of ERISA or Section 412 of
the Code or from the maintenance or participation in any such plan by the Borrower or any of its
Subsidiaries or any ERISA Affiliate, as a result of the Borrower or any of its Subsidiaries or any
ERISA Affiliate being the successor in interest to any person maintaining or participating in any
such plan or otherwise.



“property” means any right or interest in or to property or assets of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible.



“Pro Rata Share” of any amount means, with respect to any Lender at any time, the
product of (a) a fraction the numerator of which is the amount of such Lender’s Revolving Credit
Commitment at such time and the denominator of which is the aggregate amount of all Revolving
Credit Commitments at such time and (b) such amount.



“Reference Banks” means Citibank, Deutsche Bank AG, J.P. Morgan Chase & Co. and Bank
of America, N.A.




“Register” has the meaning specified in Section 9.06(d).



“Required Lenders” means at any time Lenders owed at least a majority in interest of
the then aggregate unpaid principal amount of the Revolving Credit Advances owing to Lenders, or,
if no such principal amount is then outstanding, Lenders having at least a majority in interest of
the Revolving Credit Commitments.




“Restricted Event” has the meaning specified in Section 8.01.



“Revolving Credit Advance” means an advance by a Lender to the Borrower (i) as part of
a Revolving Credit Borrowing, (ii) in connection with a Letter of Credit or (iii) in connection
with the Conversion of a Eurodollar Rate Advance or a Base Rate Advance into a Fixed Rate Advance,
and refers to a Base Rate Advance, a Eurodollar Rate Advance or a Fixed Rate Advance (each of which
shall be a “Type” of Revolving Credit Advance).



“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving
Credit Advances of the same Type made by each of the Lenders pursuant to Section 2.01.



“Revolving Credit Commitment” means, with respect to any Lender at any time, (a) the
Dollar amount set forth opposite such Lender’s name on the signature pages hereto under the caption
“Revolving Credit Commitment” or (b) if such Lender has entered into one or more Assignment and
Acceptances, the Dollar amount set forth for such Lender in the Register maintained by the Agent
pursuant to Section 9.06(d) as such Lender’s “Revolving Credit Commitment.”



“Revolving Credit Note” means a promissory note of the Borrower payable to the order
of any Lender, delivered pursuant to a request made under Section 2.14 in substantially the form of
Exhibit A hereto, evidencing the aggregate indebtedness of the Borrower to such Lender resulting
from the Revolving Credit Advances made by such Lender.



“S&P” means Standard and Poor’s, a division of The McGraw-Hill Companies, Inc., and
its successors.




“Securities Act” means the Securities Act of 1933, as amended.




“Subsidiary” means, with respect to any specified Person:




(a) any corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees of the
corporation, association or other business entity is at the time owned or controlled,
directly or indirectly, by that Person or one or more of the other Subsidiaries of that
Person (or a combination thereof); and




(b) any partnership (1) the sole general partner or the sole managing general partner of
which is such Person or a Subsidiary of such Person or (2) the only general partners of
which are that Person or one or more Subsidiaries of that Person (or any combination
thereof).



“Telerate Page” means, as applicable, page 3750 (or any successor pages, respectively)
of the Telerate Service of Moneyline Telerate (or any successor).



“Termination Date” means the earlier of (a) April 15, 2009 and (b) the date the Agent
declares Advances to be accelerated pursuant to Section 6.01.



“Treasury Rate” means the yield to maturity (calculated on a semi-annual
bond-equivalent basis) at the time of the computation of United States Treasury securities with a
constant maturity (as compiled by and published in the most recent Federal Reserve Statistical
Release H.15 (519), which has become publicly available at least two Business Days prior to the
date of the related acceleration or, if such Statistical Release is no longer published, any
publicly available source of similar market data) most nearly equal to the then remaining period
until the date specified in clause (a) of the definition of Termination Date (the “Remaining
Period”); provided that if the Remaining Period expressed as a number of years
(calculated to the nearest one-twelfth) is not equal to the constant maturity of the United States
Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by
linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average
yields of United States Treasury securities for which such yields are given, except that if such
Remaining Period is less than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used.




“Type” has the meaning specified in the definition of Revolving Credit Advance.



“Underfunding” means, with respect to any Plan, the excess, if any, of the
“accumulated benefit obligations” (within the meaning of Statement of Financial Accounting
Standards 87) under such Plan (determined using the actuarial assumptions and discount rate used
with respect to such Plan in the most recent financial statements of the Borrower) over the fair
market value of the assets held under the Plan.



“Unissued Letter of Credit Commitment” means, with respect to any Issuing Bank, the
obligation of such Issuing Bank to issue Letters of Credit at the request of the Borrower in an
amount equal to the excess of (a) the amount of its Letter of Credit Commitment over (b) the
aggregate Available Amount of all Letters of Credit issued by such Issuing Bank.



“Unused Commitment” means, with respect to each Lender at any time, (a) the amount of
such Lender’s Revolving Credit Commitment at such time minus (b) the sum of (i) the
aggregate principal amount of all Revolving Credit Advances made by such Lender (in its capacity as
a Lender) and outstanding at such time, plus (ii) such Lender’s Pro Rata Share of (A) the
aggregate Available Amount of all the Letters of Credit outstanding at such time and (B) the
aggregate principal amount of all Revolving Credit Advances made by each Issuing Bank pursuant to
Section 2.03(c) that have not been ratably funded by such Lender and outstanding at such time.



“Voting Stock” of any Person as of any date means the Capital Stock of such Person
that is at the time entitled to vote in the election of the Board of Directors of such Person.



“Withdrawal Liability” has the meaning given such term under Part I of Subtitle E of
Title IV of ERISA.



SECTION 1.02. Computation of Time Periods. In this Agreement in the computation of
periods of time from a specified date to a later specified date, the word “from” means “from and
including” and the words “to” and “until” each mean “to but excluding”.



SECTION 1.03. Accounting Terms. All accounting terms not specifically defined herein
shall be construed, and all financial computations and determinations pursuant hereto shall be
made, in accordance with GAAP consistent with those applied in the preparation of the financial
statements referred to in Section 4.01(e).



ARTICLE II




AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT




SECTION 2.01. The Revolving Credit Advances and Letters of Credit. (a) Revolving
Credit Advances. Without limiting each Lender’s obligation to make a Revolving Credit Advance
pursuant to Section 2.03(c), each Lender severally agrees, on the terms and conditions hereinafter
set forth, to make Revolving Credit Advances to the Borrower from time to time on any Business Day
during the period from the Effective Date until the Commitment Termination Date in an aggregate
amount not to exceed at any time such Lender’s Unused Commitment at such time. Each Revolving
Credit Borrowing, other than a Revolving Credit Advance pursuant to Section 2.03(c), shall be in an
aggregate amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof
and shall consist of Revolving Credit Advances of the same Type (but limited to a Base Rate Advance
or a Eurodollar Rate Advance) made on the same day by the Lenders ratably according to their
respective Revolving Credit Commitments; provided, however, that if there is no
unused portion of the Revolving Credit Commitment of one or more Lenders at the time of any
requested Revolving Credit Borrowing such Borrowing shall consist of Revolving Credit Advances made
on the same day by the Lender or Lenders who do then have an Unused Commitment ratably according to
the aggregate Unused Commitments. Within the limits of each Lender’s Revolving Credit Commitment,
the Borrower may borrow under this Section 2.01(a), prepay pursuant to Section 2.09 and reborrow
under this Section 2.01(a).



(b) Letters of Credit. Each Issuing Bank agrees, on the terms and conditions
hereinafter set forth, to issue letters of credit (each, a “Letter of Credit”) for the
account of the Borrower from time to time on any Business Day during the period from the Effective
Date until the Commitment Termination Date (i) in an aggregate Available Amount for all Letters of
Credit issued by all Issuing Banks not to exceed at any time the Letter of Credit Facility at such
time, (ii) in an amount for each Issuing Bank not to exceed the amount of such Issuing Bank’s
Letter of Credit Commitment at such time and (iii) in an amount for each such Letter of Credit not
to exceed an amount equal to the Unused Commitments of the Lenders at such time. No Letter of
Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to
require renewal) later than 10 Business Days prior to the date specified in clause (a) of the
definition of Termination Date. Within the limits referred to above, the Borrower may request the
issuance of Letters of Credit under this Section 2.01(b), repay pursuant to Section 2.09 any
Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and
request the issuance of additional Letters of Credit under this Section 2.01(b). The terms
“issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall
include any increase, renewal, extension or amendment thereof.



SECTION 2.02. Making the Revolving Credit Advances. (a) Each Revolving Credit
Borrowing shall be made on notice, given not later than (x) 11:00 A.M. (New York City time) on the
third Business Day prior to the date of the proposed Revolving Credit Borrowing in the case of a
Revolving Credit Borrowing consisting of Eurodollar Rate Advances or (y) 10:00 A.M. (New York City
time) on the Business Day of the proposed Revolving Credit Borrowing in the case of a Revolving
Credit Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give
to each Lender prompt notice thereof by telecopier or telex. Each such notice of a Revolving
Credit Borrowing (a “Notice of Revolving Credit Borrowing”) shall be by telephone,
confirmed immediately in writing, or telecopier or telex in substantially the form of Exhibit B
hereto, specifying therein the requested (i) date of such Revolving Credit Borrowing, (ii) Type of
Advances comprising such Revolving Credit Borrowing (but limited to a Base Rate Advance or a
Eurodollar Rate Advance), (iii) aggregate amount of such Revolving Credit Borrowing, and (iv) in
the case of a Revolving Credit Borrowing consisting of Eurodollar Rate Advances, initial Interest
Period for each such Revolving Credit Advance. Each Lender shall, before 11:00 A.M. (New York City
time) on the date of such Revolving Credit Borrowing make available for the account of its
Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s
ratable portion (as determined in accordance with Section 2.01(a)) of such Revolving Credit
Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable
conditions set forth in Article III, the Agent will make such funds available to the Borrower at
the Agent’s address referred to in Section 9.01.



(b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not
select Eurodollar Rate Advances for any proposed Revolving Credit Borrowing if the aggregate amount
of such Revolving Credit Borrowing is less than $5,000,000 or if the obligation of the Lenders to
make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.07 or 2.11 and (ii) the
Eurodollar Rate Advances may not be outstanding as part of more than six separate Revolving Credit
Borrowings.



(c) Each Notice of Revolving Credit Borrowing of the Borrower shall be irrevocable and binding
on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense
incurred by such Lender as a result of any failure by the Borrower to fulfill on or before the date
specified in such Notice of Revolving Credit Borrowing for such Revolving Credit Borrowing the
applicable conditions set forth in Article III, including, without limitation, any loss (excluding
loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment
of deposits or other funds acquired by such Lender to fund the Revolving Credit Advance to be made
by such Lender as part of such Revolving Credit Borrowing when such Revolving Credit Advance, as a
result of such failure, is not made on such date.



(d) Unless the Agent shall have received notice from a Lender prior to the date of any
Revolving Credit Borrowing that such Lender will not make available to the Agent such Lender’s
ratable portion of such Revolving Credit Borrowing, the Agent may assume that such Lender has made
such portion available to the Agent on the date of such Revolving Credit Borrowing in accordance
with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make
available to the Borrower on such date a corresponding amount. If and to the extent that such
Lender shall not have so made such ratable portion available to the Agent, such Lender and the
Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date such amount is made available to the
Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the
interest rate applicable at the time to Revolving Credit Advances comprising such Revolving Credit
Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay
to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s
Revolving Credit Advance as part of such Revolving Credit Borrowing for purposes of this Agreement.



(e) The failure of any Lender to make the Revolving Credit Advance to be made by it as part of
any Revolving Credit Borrowing shall not relieve any other Lender of its obligation, if any,
hereunder to make its Revolving Credit Advance on the date of such Revolving Credit Borrowing, but
no Lender shall be responsible for the failure of any other Lender to make the Revolving Credit
Advance to be made by such other Lender on the date of any Revolving Credit Borrowing.



SECTION 2.03. Issuance of and Drawings and Reimbursement Under Letters of Credit. (a)
Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not
later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the
proposed issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing
Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent,
prompt notice thereof by telex, telecopier or cable. Each such notice of issuance of a Letter of
Credit (a “Notice of Issuance”) shall be by telex, telecopier or cable, confirmed promptly
in writing, specifying therein the requested (A) date of such issuance (which shall be a Business
Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit
(which shall not be later than 10 Business Days prior to the date specified in clause (a) of the
definition of Termination Date), (D) name and address of the beneficiary of such Letter of Credit
and (E) form of such Letter of Credit, and shall be accompanied by such application and agreement
for letter of credit as such Issuing Bank may reasonably specify to the Borrower for use in
connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the
beneficiary and requested form of such Letter of Credit is acceptable to such Issuing Bank in its
sole discretion (it being agreed that a Letter of Credit substantially in the form set forth in
Exhibit E hereto (as modified by an Issuing Bank in its reasonable discretion to account for any
change in any regulatory or legal restriction applicable to such Issuing Bank or for any internal
policy, procedure or guideline of such Issuing Bank or its affiliates generally applicable to the
issuance of letters of credit) is acceptable in form to all Initial Issuing Banks), such Issuing
Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter
of Credit available to the Borrower at its office referred to in Section 9.01 or as otherwise
agreed with the Borrower in connection with such issuance. In the event and to the extent that the
provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of
this Agreement shall govern.



(b) Participations. By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing the amount thereof) and without any further action on the part of the
applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each
Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to
such Lender’s Pro Rata Share of the Available Amount of such Letter of Credit. The Borrower hereby
agrees to each such participation. In consideration and in furtherance of the foregoing, each
Lender hereby absolutely and unconditionally agrees to pay to the Agent, for the account of such
Issuing Bank, such Lender’s Pro Rata Share of each drawing made under a Letter of Credit funded by
such Issuing Bank and not reimbursed by the Borrower on the date made, or of any reimbursement
payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and
agrees that its obligation to acquire participations pursuant to this paragraph in respect of
Letters of Credit is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence
and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and
that each such payment shall be made without any offset, abatement, withholding or reduction
whatsoever. Each Lender further acknowledges and agrees that its participation in each Letter of
Credit will be automatically adjusted to reflect such Lender’s Pro Rata Share of the Available
Amount of such Letter of Credit at each time such Lender’s Revolving Credit Commitment is assigned
in accordance with Section 9.06 or otherwise amended pursuant to this Agreement.



(c) Drawing and Reimbursement. The payment by an Issuing Bank of a draft drawn under
any Letter of Credit shall constitute for all purposes of this Agreement the making by such Issuing
Bank of a Revolving Credit Advance, which shall be a Base Rate Advance, in the amount of such
draft. Upon written demand by such Issuing Bank, with a copy of such demand to the Agent, each
Lender shall pay to the Agent such Lender’s Pro Rata Share of such outstanding Revolving Credit
Advance, by making available for the account of its Applicable Lending Office to the Agent for the
account of such Issuing Bank, by deposit to the Agent’s Account, in same day funds, an amount equal
to the portion of the outstanding principal amount of such Revolving Credit Advance to be funded by
such Lender. Each Lender acknowledges and agrees that its obligation to make Revolving Credit
Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any amendment, renewal or
extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or
termination of the Revolving Credit Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the
Agent shall transfer such funds to such Issuing Bank. Each Lender agrees to fund its Pro Rata
Share of an outstanding Revolving Credit Advance on (i) the Business Day on which demand therefor
is made by such Issuing Bank, provided that notice of such demand is given not later than
11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next
succeeding such demand if notice of such demand is given after such time. If and to the extent
that any Lender shall not have so made the amount of such Revolving Credit Advance available to the
Agent, such Lender agrees to pay to the Agent forthwith on demand such amount together with
interest thereon, for each day from the date of demand by any such Issuing Bank until the date such
amount is paid to the Agent, at the Federal Funds Rate for its account or the account of such
Issuing Bank, as applicable. If such Lender shall pay to the Agent such amount for the account of
any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall
constitute a Revolving Credit Advance made by such Lender on such Business Day for purposes of this
Agreement, and the outstanding principal amount of the Revolving Credit Advance made by such
Issuing Bank shall be reduced by such amount on such Business Day.



(d) Letter of Credit Reports. Each Issuing Bank shall furnish (A) to each Lender and
the Agent on the first Business Day of each month a written report summarizing issuance and
expiration dates of Letters of Credit during the preceding month and drawings during such month
under all Letters of Credit and (B) to the Agent and each Lender on the first Business Day of each
calendar quarter a written report setting forth the average daily aggregate Available Amount during
the preceding calendar quarter of all Letters of Credit. Each Issuing Bank shall provide the
reports described in clauses (A) and (B) above to the Borrower upon the Borrower’s request.



(e) Failure to Make Revolving Credit Advances. The failure of any Lender to make the
Revolving Credit Advance to be made by it on the date specified in Section 2.03(c) shall not
relieve any other Lender of its obligation hereunder to make its Revolving Credit Advance on such
date, but no Lender shall be responsible for the failure of any other Lender to make the Revolving
Credit Advance to be made by such other Lender on such date.



SECTION 2.04. Fees. (a) Facility Fee. The Borrower agrees to pay to the
Agent for the account of each Lender a facility fee (the “Facility Fee”) (nonrefundable
under any circumstances), payable semi-annually in arrears, on the aggregate amount of such
Lender’s Revolving Credit Commitment from the Effective Date until the date specified in clause (a)
of the definition of Termination Date (or, if later, the date of payment in full of all amounts
payable hereunder (other than indemnities)), at a rate per annum equal to 3.18%; provided,
however, that such Facility Fee shall cease to accrue upon payment in full of all amounts
payable hereunder following the acceleration thereof under Section 6.01 due to an Event of Default
unless such Event of Default occurred by reason of any willful action or inaction taken or not
taken by or on behalf of the Borrower or its Subsidiaries with the intention of avoiding continued
payment of the Facility Fee, in which case the present value of the Facility Fee that would
otherwise accrue until the date specified in clause (a) of the definition of Termination Date,
discounted at the Treasury Rate plus 50 basis points, as determined by the Agent, will become
immediately due and payable to the extent permitted by law upon acceleration of the amounts payable
hereunder. The Facility Fee shall accrue for each period from one Facility Fee Period End Date
(or, in the case of the first such period, the Effective Date) to the next following Facility Fee
Period End Date and shall be payable one Business Day before such following Facility Fee Period End
Date.



(b) Agent’s Fees. The Borrower shall pay to the Agent for its own account such fees
as may from time to time be separately agreed between the Borrower and the Agent.



(c) Initial Fee. The Borrower agrees to pay to Citibank for its own account such
initial fee (nonrefundable under any circumstances) as may be separately agreed between the
Borrower and Citibank, payable on or before the Effective Date.



(d) Additional Fees. The Borrower shall pay to Citibank for its own account such fees
as may from time to time be separately agreed between the Borrower and Citibank.



SECTION 2.05. Repayment of Revolving Credit Advances. (a) The Borrower shall repay
to the Agent for the ratable account of the Lenders, (i) on the Termination Date, the aggregate
principal amount of the Revolving Credit Advances then outstanding and (ii) the aggregate principal
amount of each Revolving Credit Advance made after the Termination Date as the result of a drawing
under a Letter of Credit on the date of such advance (unless such drawing is reimbursed under the
related Letter of Credit Agreement).



(b) The obligations of the Borrower under this Agreement, any Letter of Credit Agreement and
any other agreement or instrument relating to any Letter of Credit shall be unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this Agreement, such Letter
of Credit Agreement and such other agreement or instrument under all circumstances, including,
without limitation, the following circumstances (it being understood that any such payment by the
Borrower is without prejudice to, and does not constitute a waiver of, any rights the Borrower
might have or might acquire as a result of the payment by any Lender of any draft or the
reimbursement by the Borrower thereof):




(i) any lack of validity or enforceability of this Agreement, any Note, any Letter of
Credit Agreement, any Letter of Credit or any other agreement or instrument relating thereto
(all of the foregoing being, collectively, the “L/C Related Documents”);




(ii) any change in the time, manner or place of payment of, or in any other term of,
all or any of the obligations of the Borrower in respect of any L/C Related Document or any
other amendment or waiver of or any consent to departure from all or any of the L/C Related
Documents;




(iii) the existence of any claim, set-off, defense or other right that the Borrower may
have at any time against any beneficiary or any transferee of a Letter of Credit (or any
Persons for which any such beneficiary or any such transferee may be acting), any Issuing
Bank, the Agent, any Lender or any other Person, whether in connection with the transactions
contemplated by the L/C Related Documents or any unrelated transaction;




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




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




(vi) any exchange, release or non-perfection of any collateral, or any release or
amendment or waiver of or consent to departure from any guarantee, for all or any of the
obligations of the Borrower in respect of the L/C Related Documents; or




(vii) any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing, including, without limitation, any other circumstance that might otherwise
constitute a defense available to, or a discharge of, the Borrower or a guarantor.



SECTION 2.06. Interest on Revolving Credit Advances. (a) Scheduled Interest.
The Borrower shall pay interest to the Agent for the ratable account of the Lenders on the unpaid
principal amount of each Revolving Credit Advance owing to each Lender from the date of such
Revolving Credit Advance until such principal amount shall be paid in full, at the following rates
per annum:




(i) Base Rate Advances. During such periods as such Revolving Credit Advance
is a Base Rate Advance, a rate per annum equal at all times to the Base Rate in effect from
time to time, payable in arrears monthly on the last day of each calendar month during such
periods and on the date such Base Rate Advance shall be Converted or paid in full.




(ii) Eurodollar Rate Advances. During such periods as such Revolving Credit
Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during each
Interest Period for such Revolving Credit Advance to the Eurodollar Rate for such Interest
Period for such Revolving Credit Advance, payable in arrears on the last day of such
Interest Period and, if such Interest Period has a duration of more than one month, on each
day that occurs during such Interest Period every month from the first day of such Interest
Period and on the date such Eurodollar Rate Advance shall be Converted or paid in full.




(iii) Fixed Rate Advances. During such periods as such Revolving Credit
Advance is a Fixed Rate Advance, a rate per annum equal at all times to the Fixed Rate in
effect from time to time, payable in arrears semi-annually on each Facility Fee Period End
Date during such periods and on the date such Fixed Rate Advance shall be paid in full.



SECTION 2.07. Interest Rate Determination. (a) Each Reference Bank that is a party
hereto agrees to furnish to the Agent timely information for the purpose of determining each
Eurodollar Rate if the applicable Telerate Page is unavailable. If any one or more of the
Reference Banks shall not furnish such timely information to the Agent for the purpose of
determining any such interest rate, the Agent shall determine such interest rate on the basis of
timely information furnished by the remaining Reference Banks. The Agent shall give prompt notice
to the Borrower and the Lenders of the applicable interest rate determined by the Agent for
purposes of Section 2.06(a)(i) or (ii), and the rate, if any, furnished by each Reference Bank for
the purpose of determining the interest rate under Section 2.06(a)(ii).



(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent
that (i) they are unable to obtain matching deposits in the London interbank market at or about
11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient
amounts to fund their respective Revolving Credit Advances as part of such Borrowing during its
Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Advances will not
adequately reflect the cost to such Required Lenders of making, funding or maintaining their
respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify
the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the
last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii)
the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar
Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the
circumstances causing such suspension no longer exist.



(c) If the Borrower shall fail to select the duration of any Interest Period for any
Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest
Period” in Section 1.01, the Agent will forthwith so notify the Borrower and the Lenders and such
Advances will automatically, on the last day of the then existing Interest Period therefor, Convert
into Base Rate Advances.



(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances
comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than
$5,000,000, such Advances shall automatically Convert into Base Rate Advances.



(e) Upon the occurrence and during the continuance of any Event of Default, (i) each
Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period
therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to
Convert Advances into, Eurodollar Rate Advances shall be suspended.



(f) If the Telerate Page is unavailable and fewer than two Reference Banks furnish timely
information to the Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances,




(i) the Agent shall forthwith notify the Borrower and the Lenders that the interest
rate cannot be determined for such Eurodollar Rate Advances,




(ii) with respect to Eurodollar Rate Advances, each such Advance will automatically, on
the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance
(or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and




(iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert
Revolving Credit Advances into Eurodollar Rate Advances shall be suspended until the Agent
shall notify the Borrower and the Lenders that the circumstances causing such suspension no
longer exist.



(g) On the date the Agent declares the obligation of a Lender to make Advances (other than
Revolving Credit Advances by an Issuing Bank or a Lender pursuant to Section 2.03(c)) and of the
Issuing Banks to issue Letters of Credit to be terminated pursuant to Section 9.06(a), each
Eurodollar Rate Advance and Base Rate Advance with respect to the assigned portion of this
Agreement will automatically Convert into a Fixed Rate Advance.



SECTION 2.08. Optional Conversion of Revolving Credit Advances. The Borrower may on
any Business Day, upon notice given to the Agent not later than 11:00 A.M. (New York City time) on
the third Business Day prior to the date of the proposed Conversion and subject to the provisions
of Sections 2.07 and 2.11, Convert all Revolving Credit Advances of the Type of either a Eurodollar
Rate Advance or a Base Rate Advance comprising the same Borrowing into Revolving Credit Advances of
the other such Type; provided, however, that any Conversion of Eurodollar Rate
Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such
Eurodollar Rate Advances, any Conversion of Base Rate Advances into Eurodollar Rate Advances shall
be in an amount not less than the minimum amount specified in Section 2.02(b) and no Conversion of
any Revolving Credit Advances shall result in more separate Revolving Credit Borrowings than
permitted under Section 2.02(b). Each such notice of a Conversion shall, within the restrictions
specified above, specify (i) the date of such Conversion, (ii) the Revolving Credit Advances to be
Converted, and (iii) if such Conversion is into Eurodollar Rate Advances, the duration of the
initial Interest Period for each such Advance. Each notice of Conversion shall be irrevocable and
binding on the Borrower.



SECTION 2.09. Prepayments of Revolving Credit Advances. The Borrower may, upon notice
at least two Business Days’ prior to the date of such prepayment, in the case of Eurodollar Rate
Advances, and not later than 11:00 A.M. (New York City time) on the date of such prepayment, in the
case of Base Rate Advances or Fixed Rate Advances, to the Agent stating the proposed date and
aggregate principal amount of the prepayment, and if such notice is given the Borrower shall,
prepay the outstanding principal amount of the Revolving Credit Advances comprising part of the
same Revolving Credit Borrowing in whole or ratably in part, together with accrued interest to the
date of such prepayment on the principal amount prepaid; provided, however, that
(x) each partial prepayment shall be in an aggregate principal amount not less than $5,000,000 or
an integral multiple of $1,000,000 in excess thereof, (y) in the event of any such prepayment of a
Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Lenders in respect
thereof pursuant to Section 9.03(c) and (z) no prepayment may be made by the Borrower during the 25
days prior to and including the date specified in clause (a) of the definition of Termination Date.



SECTION 2.10. Increased Costs. (a) If, due to either (i) the introduction of or any
change in or in the interpretation of any law or regulation or (ii) the compliance with any
guideline or request from any central bank or other governmental authority including, without
limitation, any agency of the European Union or similar monetary or multinational authority
(whether or not having the force of law), there shall be any increase in the cost to any Eligible
Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or of
agreeing to issue or of issuing or maintaining or participating in Letters of Credit (excluding for
purposes of this Section 2.10 any such increased costs resulting from (i) withholding taxes with
respect to payments by the Borrower to or for the account of any Lender or the Agent hereunder or
under the Notes or any other documents to be delivered hereunder and (ii) changes in the basis of
taxation of overall net income or overall gross income by the United States or by the foreign
jurisdiction or state under the law of which such Lender is organized or has its Applicable Lending
Office or any political subdivision thereof), then the Borrower shall from time to time, upon
demand by such Eligible Lender (with a copy of such demand to the Agent), pay to the Agent for the
account of such Eligible Lender additional amounts sufficient to compensate such Eligible Lender
for such increased cost. A certificate as to the amount of such increased cost, submitted to the
Borrower and the Agent by such Eligible Lender, shall be prima facie evidence of the amount of such
additional amounts. No Eligible Lender shall have any right to recover any additional amounts
under this Section 2.10(a) for any period more than 90 days prior to the date such Eligible Lender
notifies the Borrower of any such amounts.



(b) If any Eligible Lender determines that compliance with any law or regulation or any
guideline or request from any central bank or other governmental authority including, without
limitation, any agency of the European Union or similar monetary or multinational authority
(whether or not having the force of law) affects or would affect the amount of capital required or
expected to be maintained by such Eligible Lender or any corporation controlling such Eligible
Lender and that the amount of such capital is increased by or based upon the existence of such
Eligible Lender’s commitment to lend or to issue or participate in Letters of Credit hereunder and
other commitments of this type or the issuance of or participation in the Letters of Credit (or
similar contingent obligations), then, upon demand by such Eligible Lender on the Borrower
accompanied by a certificate (which certificate shall specify in reasonable detail the nature of
such change in capital requirements, the proposed (or actual) compliance change to be adopted by
the applicable Eligible Lender and the calculation upon which any compensation is claimed
hereunder) with a copy of such demand and certificate to the Agent, the Borrower shall pay to the
Agent within five Business Days of receipt of demand for payment for the account of such Eligible
Lender, from time to time as specified by such Eligible Lender, additional amounts sufficient to
compensate such Eligible Lender or such corporation in the light of such circumstances, to the
extent that such Eligible Lender reasonably determines such increase in capital to be allocable to
the existence of such Eligible Lender’s commitment to lend hereunder. A certificate as to such
amounts submitted to the Borrower and the Agent by such Eligible Lender shall be prima
facie evidence of such amounts, absent manifest error. No Eligible Lender shall have any
right to recover any additional amounts under this Section 2.10(b) for any period more than 90 days
prior to the date such Eligible Lender notifies the Borrower of any such amounts.



(c) Before making any demand under this Section 2.10, each Eligible Lender agrees to use
reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to
designate a different lending office if the making of such a designation would avoid the need for,
or reduce the amount of, such increased cost and would not, in the reasonable judgment of such
Eligible Lender, be otherwise disadvantageous to such Eligible Lender.



SECTION 2.11. Illegality. Notwithstanding any other provision of this Agreement, if
any Lender shall notify the Agent that the introduction of or any change in or in the
interpretation of any law or regulation makes it unlawful, or any central bank or other
governmental authority asserts that it is unlawful, for any Lender or its Eurodollar Lending Office
to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain
Eurodollar Rate Advances hereunder, (a) each such Eurodollar Rate Advance will automatically, upon
such demand, Convert into a Base Rate Advance and (b) the obligation of the Lenders to make
Eurodollar Rate Advances or to Convert Revolving Credit Advances into Eurodollar Rate Advances
shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances
causing such suspension no longer exist.



SECTION 2.12. Payments and Computations. (a) The Borrower shall make each payment
hereunder and under any Notes, without regard to existence of any counterclaim, set-off, defense or
other right that the Borrower may have at any time against any Issuing Bank, the Agent, any Lender
or any other Person, whether in connection with the transaction contemplated in this Agreement or
any Note or any unrelated transaction, not later than 11:00 A.M. (New York City time) on the day
when due in Dollars to the Agent at the Agent’s Account in same day funds. The Agent will promptly
thereafter cause to be distributed like funds relating to the payment of principal, interest, or
fees ratably (other than amounts payable pursuant to Sections 2.10 or 9.03(c)) to the Lenders for
the account of their respective Applicable Lending Offices, and like funds relating to the payment
of any other amount payable to any Lender to such Lender for the account of its Applicable Lending
Office, in each case to be applied in accordance with the terms of this Agreement. Upon its
acceptance of an Assignment and Acceptance and recording of the information contained therein in
the Register pursuant to Section 9.06(c), from and after the effective date specified in such
Assignment and Acceptance, the Agent shall make all payments hereunder and under any Notes in
respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such
Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior
to such effective date directly between themselves.



(b) All computations of interest based on the Base Rate shall be made by the Agent on the
basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on
the Eurodollar Rate or the Federal Funds Rate and of fees (other than the Facility Fee) shall be
made by the Agent on the basis of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the period for which such
interest or fees are payable. All computations of the Facility Fee and interest based on the Fixed
Rate shall be made by the Agent on the basis of a 360 day year with 12 months of 30 days each.
Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for
all purposes, absent manifest error.



(c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other
than a Business Day, such payment shall be made on the next succeeding Business Day, and such
extension of time shall in such case (except in the case of the Facility Fee and interest based on
the Fixed Rate) be included in the computation of payment of interest or fee, as the case may be;
provided, however, that, if such extension would cause payment of interest on or
principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment
shall be made on the next preceding Business Day.



(d) Unless the Agent shall have received notice from the Borrower prior to the date on which
any payment is due to the Lenders hereunder that the Borrower will not make such payment in full,
the Agent may assume that the Borrower has made such payment in full to the Agent on such date and
the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due
date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall
not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith
on demand such amount distributed to such Lender together with interest thereon, for each day from
the date such amount is distributed to such Lender until the date such Lender repays such amount to
the Agent, at the Federal Funds Rate.



(e) In respect of the Facility Fee, all percentages resulting from any of the calculations
hereunder will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point being rounded upwards (e.g., 9.876545% (or
        .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting
from such calculations will be rounded to the nearest cent (with one-half cent being rounded
upwards).



SECTION 2.13. Sharing of Payments, Etc. If any Lender shall obtain any payment
(whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on
account of the Revolving Credit Advances owing to it (other than pursuant to Sections 2.10 or
9.03(c)) in excess of its Pro Rata Share of payments on account of the Revolving Credit Advances
obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such
participations in the Revolving Credit Advances owing to them as shall be necessary to cause such
purchasing Lender to share the excess payment ratably with each of them; provided,
however, that if all or any portion of such excess payment is thereafter recovered from
such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall
repay to the purchasing Lender the purchase price to the extent of such recovery together with an
amount equal to such Lender’s Pro Rata Share (according to the proportion of (i) the amount of such
Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect of the total
amount so recovered. The Borrower agrees that any Lender so purchasing a participation from
another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise
all its rights of payment (including the right of set-off) with respect to such participation as
fully as if such Lender were the direct creditor of the Borrower in the amount of such
participation.



SECTION 2.14. Evidence of Debt. (a) Each Lender shall maintain in accordance with
its usual practice an account or accounts evidencing the indebtedness of the Borrower to such
Lender resulting from each Revolving Credit Advance owing to such Lender from time to time,
including the amounts of principal and interest payable and paid to such Lender from time to time
hereunder in respect of Revolving Credit Advances. The Borrower agrees that upon request of any
Lender to the Borrower (with a copy of such request to the Agent) to the effect that such Lender
receive a Revolving Credit Note to evidence (whether for purposes of pledge, enforcement or
otherwise) the Revolving Credit Advances owing to, or to be made by, such Lender, the Borrower
shall promptly execute and deliver to such Lender a Revolving Credit Note payable to the order of
such Lender in a principal amount up to the Revolving Credit Commitment of such Lender.



(b) The Register maintained by the Agent pursuant to Section 9.06(d) shall include a control
account, and a subsidiary account for each Lender, in which accounts (taken together) shall be
recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising
such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each
Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each Lender hereunder
and (iv) the amount of any sum received by the Agent from the Borrower hereunder and each Lender’s
share thereof.



(c) Entries made in good faith by the Agent in the Register pursuant to subsection (b) above,
and by each Lender in its account or accounts pursuant to subsection (a) above, shall be
prima facie evidence of the amount of principal and interest due and payable or to
become due and payable from the Borrower to, in the case of the Register, each Lender and, in the
case of such account or accounts, such Lender, under this Agreement, absent manifest error;
provided, however, that the failure of the Agent or such Lender to make an entry,
or any finding that an entry is incorrect, in the Register or such account or accounts shall not
limit or otherwise affect the obligations of the Borrower under this Agreement.



SECTION 2.15. Use of Proceeds. The proceeds of the Advances and issuances of Letters
of Credit shall be available (and the Borrower agrees that it shall use such proceeds) solely for
general corporate purposes of the Borrower and its Subsidiaries and consistent with Section
4.01(g).



SECTION 2.16. Additional Interest on Eurodollar Rate Advances. The Borrower shall pay
to each Eligible Lender, so long as such Eligible Lender shall be required under regulations of the
Board of Governors of the Federal Reserve System to maintain reserves with respect to liabilities
or assets consisting of or including Eurocurrency Liabilities, additional interest on the unpaid
principal amount of each Eurodollar Rate Advance of such Eligible Lender to the Borrower, from the
date of such Eurodollar Rate Advance until such principal amount is paid in full, at an interest
rate per annum equal at all times to the remainder obtained by subtracting (a) the Eurodollar Rate
for the Interest Period for such Eurodollar Rate Advance from (b) the rate obtained by dividing
such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of
such Eligible Lender for such Interest Period, payable on each date on which interest is payable on
such Eurodollar Rate Advance. Such additional interest shall be determined by such Eligible Lender
and notified to the Borrower through the Agent. A certificate as to the amount of such additional
interest submitted to the Borrower and the Agent by such Eligible Lender shall be conclusive and
binding for all purposes, absent manifest error. No Eligible Lender shall have the right to
recover any additional interest pursuant to this Section 2.16 for any period more than 90 days
prior to the date such Eligible Lender notifies the Borrower that additional interest may be
charged pursuant to this Section 2.16.



ARTICLE III




CONDITIONS TO EFFECTIVENESS AND LENDING




SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03.
Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the
“Effective Date”) on which the following conditions precedent have been satisfied:



(a) There shall have occurred no Material Adverse Change since December 31, 2003, except as
otherwise publicly disclosed prior to the date hereof.



(b) There shall exist no action, Environmental Action, suit, investigation, litigation or
proceeding affecting the Borrower or any of its Subsidiaries pending or, to the knowledge of the
Borrower, threatened before any court, governmental agency or arbitrator that (i) could be
reasonably likely to have a Material Adverse Effect other than the matters (the “Disclosed
Litigation”) described in the Borrower’s filings on Forms 10-K, 10-Q and 8-K under the Exchange
Act on or before the date hereof (the “Exchange Act Disclosure”) or (ii) purports to affect
the legality, validity or enforceability of this Agreement or any Note or the consummation of the
transactions contemplated hereby, and there shall have been no material adverse change in the
status, or financial effect on the Borrower or on the Borrower and its Subsidiaries taken as a
whole, of the Disclosed Litigation from that described in the Exchange Act Disclosure.



(c) Nothing shall have come to the attention of the Lenders during the course of their due
diligence investigation to lead them to believe that the Borrower’s public filings under the
Securities Exchange Act of 1934 were or have become misleading, incorrect or incomplete in any
material respect; without limiting the generality of the foregoing, the Lenders shall have been
given such access to the management, records, books of account, contracts and properties of the
Borrower and its Subsidiaries as they shall have reasonably requested.



(d) All governmental and third party consents and approvals necessary in connection with the
transactions contemplated hereby shall have been obtained (without the imposition of any conditions
that are not reasonably acceptable to the Lenders), except to the extent that the failure to do so
would not have a Material Adverse Effect, and shall remain in effect, and no law or regulation
shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes
materially adverse conditions upon the transactions contemplated hereby.



(e) The Borrower shall have notified each Lender and the Agent in writing as to the proposed
Effective Date.



(f) The Borrower shall have paid all accrued and unpaid reasonably incurred fees and expenses
of the Agent and the Lenders (including the accrued and unpaid reasonably incurred fees and
expenses of counsel to the Agent).



(g) On the Effective Date, the following statements shall be true and the Agent shall have
received an Officer’s Certificate, in sufficient copies for each Lender, signed by a duly
authorized officer of the Borrower, dated the Effective Date, stating that:




(i) The representations and warranties contained in Section 4.01 are correct on and as
of the Effective Date except where the failure for such representations and warranties to be
correct would not have a Material Adverse Effect, and




(ii) No event has occurred and is continuing that constitutes a Default.



(h) The Agent shall have received on or before the Effective Date the following, each dated
such day, in form and substance reasonably satisfactory to the Agent and (except for the Revolving
Credit Notes) in sufficient copies for each Lender:




(i) The Revolving Credit Notes to the order of the Lenders to the extent requested by
any Lender pursuant to Section 2.14.




(ii) Certified copies of the resolutions of the Board of Directors of the Borrower
approving this Agreement and the Notes, and of all documents evidencing other necessary
corporate action and governmental approvals (to the extent such documents are requested by
any Lender), if any, with respect to this Agreement and such Notes.




(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower
certifying the names and true signatures of the officers of the Borrower authorized to sign
this Agreement and the Notes and the other documents to be delivered hereunder.




(iv) A favorable opinion of James J. Bender, Esq., General Counsel to the Borrower and
Gibson, Dunn & Crutcher LLP, outside counsel for the Borrower, substantially in the form of
Exhibits D-1 and D-2 hereto, respectively, and as to such other matters as any Lender
through the Agent may reasonably request.




(v) Such other approvals, opinions or documents as any Lender, through the Agent, may
reasonably request.



No information delivered by the Borrower pursuant to this Section 3.01 may be designated by
the Borrower to be Confidential Information.



SECTION 3.02. Conditions Precedent to Each Revolving Credit Borrowing and Letter of Credit
Issuance. The obligation of each Lender to make a Revolving Credit Advance (other than an
Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each
Revolving Credit Borrowing and the obligation of each Issuing Bank to issue a Letter of Credit
shall be subject to the following conditions precedent:




(a) That the Effective Date shall have occurred.



(b) On the date of such Revolving Credit Borrowing or issuance (and each of the giving of the
applicable Notice of Revolving Credit Borrowing, Notice of Issuance and the acceptance by the
Borrower of the proceeds of such Revolving Credit Borrowing or Letter of Credit shall constitute a
representation and warranty by the Borrower that on the date of such Borrowing or such issuance
such statements are true) no event has occurred and is continuing, or would result from such
Revolving Credit Borrowing or issuance or from the application of the proceeds therefrom, that
constitutes (i) a Default under Sections 6.01(a), (b), (c), (f) or (g) or (ii) an Event of Default.



SECTION 3.03. Determinations Under Sections 3.01. For purposes of determining
compliance with the conditions specified in Section 3.01, each Lender shall be deemed to have
consented to, approved or accepted or to be satisfied with each document or other matter required
thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an
officer of the Agent responsible for the transactions contemplated by this Agreement shall have
received notice from such Lender prior to the date that the Borrower, by notice to the Lenders,
designates as the proposed Effective Date, specifying its objection thereto in reasonable detail.
The Agent shall promptly notify the Lenders and the Borrower of the occurrence of the Effective
Date.



ARTICLE IV




REPRESENTATIONS AND WARRANTIES




SECTION 4.01. Representations and Warranties of the Borrower. The Borrower represents
and warrants as follows:



(a) The Borrower is a corporation duly organized, validly existing and in good standing under
the law of the State of Delaware.



(b) The execution, delivery and performance by the Borrower of this Agreement and the Notes to
be delivered by it, and the consummation of the transactions contemplated hereby, are within the
Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do
not and will not contravene, or cause or constitute a violation of, any provision of law or
regulation or any provision of the Borrower’s charter or by-laws or result in the breach of, or
constitute a default or require any consent under, or result in the creation of any lien, charge or
encumbrance upon any of the properties, revenues, or assets of the Borrower pursuant to, any
indenture or other material agreement or instrument to which the Borrower is a party or by which
the Borrower or its property may be bound or affected.



(c) No authorization, consent, approval (including any exchange control approval), license or
other action by, and no notice to or filing or registration with, any governmental authority,
administrative agency or regulatory body or any other third party (including any creditor) is
required for the due execution, delivery and performance by the Borrower of this Agreement or the
Notes to be delivered by it.



(d) This Agreement has been, and each of the Notes to be delivered by it when delivered
hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each
of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the
Borrower enforceable against the Borrower in accordance with their respective terms (subject, as to
the enforcement of remedies, to applicable bankruptcy, reorganization, moratorium and similar laws
affecting creditors rights generally).



(e) The Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31,
2003, and the related Consolidated statements of income and cash flows of the Borrower and its
Subsidiaries for the fiscal year then ended (together with the notes to the financial statements of
the Borrower and its Consolidated Subsidiaries), accompanied by an opinion of Ernst & Young LLP,
independent public accountants, the Consolidated financial condition of the Borrower and its
Subsidiaries as at such date and the Consolidated results of the operations of the Borrower and its
Subsidiaries for the periods ended on such date, all in accordance with generally accepted
accounting principles consistently applied. Since December 31, 2003, there has been no Material
Adverse Change, except as otherwise publicly disclosed.



(f) There is no pending or, to the knowledge of the Borrower, threatened action, suit,
investigation, litigation or proceeding, including, without limitation, any Environmental Action,
affecting the Borrower or any of its Subsidiaries before any court, governmental agency or
arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the
Disclosed Litigation) or (ii) purports to affect the legality, validity or enforceability of this
Agreement or any Note or the consummation of the transactions contemplated hereby, and there has
been no material adverse change in the status, or financial effect on the Borrower or on the
Borrower and its Subsidiaries taken as a whole, of the Disclosed Litigation from that described in
the Exchange Act Disclosure.



(g) Neither the Borrower nor its Subsidiaries are engaged in the business of extending credit
for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued
by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be
used to purchase or carry any margin stock or to extend credit to others for the purpose of
purchasing or carrying any margin stock. Following application of the proceeds of each Advance,
not more than 25 percent of the value of the assets (either of the Borrower or of the Borrower and
its relevant Subsidiaries on a Consolidated basis) subject to any of the covenants contained in
Article V will be margin stock (within the meaning of Regulation U).



(h) The Borrower is not, and immediately after the application of the proceeds of each
Borrowing, will not be, (i) an “investment company”, or a company “controlled” by an “investment
company”, within the meaning of the Investment Company Act of 1940, as amended, or (ii) a “holding
company” within the meaning of the Public Utility Holding Company Act of 1935, as amended.



(i) Neither this Agreement nor any other document delivered by or on behalf of the Borrower or
any of its Affiliates in connection with this Agreement or included therein contained or contains
any material misstatement of fact or omitted or omits to state any material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not
misleading.



(j) The Borrower and each of its Subsidiaries and ERISA Affiliates have met their minimum
funding requirements under ERISA with respect to their Plans in all material respects and have not
incurred liability to the PBGC in an amount in excess of $100,000,000, individually or in
aggregate, other than for the payment of premiums, in connection with such Plans.



(k) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan
and no condition or event currently exists or currently is expected to occur that could result in
any ERISA Event.



(l) The Schedules B (Actuarial Information) to the most recent annual reports (Form 5500
Series) with respect to each Plan, copies of which have been filed with the Internal Revenue
Service (and which will be furnished to any Lender through the Agent upon the request of such
Lender through the Agent to the Borrower), are complete and accurate in all material respects and
fairly present in all material respects the funding status of such Plans at such date.



(m) No amendment with respect to which security is required under Section 401(a)(29) of the
Code or Section 307 of ERISA has been made or is reasonably expected to be made to any Plan. The
aggregate Underfunding with respect to all Plans which have any Underfunding does not exceed
$100,000,000.



(n) Neither the Borrower nor any of its Subsidiaries or ERISA Affiliates has incurred or
reasonably expects to incur any Withdrawal Liability to any Multiemployer Plan in an amount in
excess of $100,000,000, individually or in aggregate.



(o) Neither the Borrower nor any of its Subsidiaries or ERISA Affiliates has been notified by
the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been
terminated, within the meaning of Title IV of ERISA. No Multiemployer Plan is reasonably expected
to be in reorganization or to be terminated, within the meaning of Title IV of ERISA, in a
reorganization or termination which might reasonably be expected to result in a liability of the
Borrower or any of its Subsidiaries or ERISA Affiliates in an amount in excess of $100,000,000,
individually or in aggregate.



(p) No default under any agreement or instrument evidencing any Indebtedness of the Borrower
or any of its Subsidiaries has occurred and is continuing, and no such event will occur upon the
occurrence of the Effective Date, other than any such default which could not be reasonably
expected to have a Materially Adverse Effect.



(q) The operations and properties of the Borrower and its Subsidiaries taken as a whole comply
in all material respects with all applicable Environmental Laws, all necessary Environmental
Permits have been applied for or have been obtained and are in effect for the operations and
properties of the Borrower and its Subsidiaries, and the Borrower and its Subsidiaries are in
compliance in all material respects with all such Environmental Permits other than, in any such
case, where any such failure could not be reasonably expected to have a Material Adverse Effect.
Except as described in the Exchange Act Disclosure, no circumstances exist that would be reasonably
likely to form the basis of an Environmental Action against the Borrower or any of its Subsidiaries
or any of their properties that could have a Material Adverse Effect.



ARTICLE V




COVENANTS OF THE BORROWER




SECTION 5.01. Written Statement to Agent. The Borrower will deliver to the Agent on
or before May 31 in each year (beginning with May 31, 2005) an Officers’ Certificate stating that
in the course of the performance by the signers of their duties as officers of the Borrower they
would normally have knowledge of any default by the Borrower in the performance of any covenants
contained in this Agreement, stating whether or not they have knowledge of any such default and, if
so, specifying each such default of which the signers have knowledge and the nature thereof. At
least one signatory to such Officers’ Certificate shall be the principal executive officer,
principal financial officer, Treasurer or principal accounting officer of the Borrower. No
information delivered by the Borrower pursuant to this Section 5.01 may be designated by the
Borrower to be Confidential Information.



SECTION 5.02. Commission Reports; Financial Statements. (a) Whether or not required
by the Commission, the Borrower will furnish to the Agent (unless otherwise publicly available on
or through the Commission’s EDGAR system) within 30 days after the time periods specified in the
Commission’s rules and regulations:




(i) all quarterly and annual financial information that would be required to be
contained in a filing with the Commission on Forms 10-Q and 10-K if the Borrower were
required to file such reports, including a “Management’s Discussion and Analysis of
Financial Condition and Results of Operations”, and, with respect to the annual information
only, a report on the annual financial statements by the Borrower’s certified independent
accountants; and




(ii) all current reports that would be required to be filed with the Commission on Form
8-K if the Borrower were required to file such reports.



(b) On request from the Agent, the Borrower shall provide the Agent with a sufficient number
of copies of all reports and other documents and information that the Agent may be required to
deliver to Lenders pursuant to this Agreement, if any are so required.



(c) To the extent it is required to file them with the Commission, the Borrower will furnish
to the Agent (unless otherwise publicly available on or through the Commission’s EDGAR system),
within 30 days after the time periods specified in the Commission’s rules and regulations, copies
of the annual reports and of the information, documents, and other reports (or copies of such
portions of any of the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Borrower may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act.



(d) If it is not required to file information, documents, or reports with the Commission
pursuant to either Section 13 or Section 15(d) of the Exchange Act, then the Borrower will file
with the Commission, in accordance with rules and regulations prescribed from time to time by the
Commission, such supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act in respect of a debt security listed and
registered on a national securities exchange as may be prescribed from time to time in such rules
and regulations and will furnish to the Agent (unless otherwise publicly available on or through
the Commission’s EDGAR system), within 30 days after the time periods specified in the Commission’s
rules and regulations, copies of all information, documents and reports so filed with the
Commission.



(e) Delivery of such reports, information and documents to the Agent is for informational
purposes only and the Agent’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the
Borrower’s compliance with any of its covenants or the other provisions hereunder (as to which the
Agent is entitled to rely exclusively on Officers’ Certificates).



(f) No information delivered by the Borrower pursuant to this Section 5.02 may be designated
by the Borrower to be Confidential Information.



SECTION 5.03. Limitation On Liens. The Borrower will not, and will not permit any of
its Subsidiaries to, issue, assume or guarantee any Indebtedness secured by a Lien (other than
Permitted Liens) upon any of their property, now owned or hereafter acquired, unless this Agreement
and all payments due under this Agreement are secured on an equal and ratable basis with the
obligations so secured until such time as such obligations are no longer secured by a Lien.



SECTION 5.04. Limitation On Mergers, Consolidations And Sales Of Assets. (a) The
Borrower may not, directly or indirectly: (1) consolidate or merge with or into another Person
(whether or not the Borrower is the surviving Person); or (2) sell, assign, transfer, convey or
otherwise dispose of all or substantially all of the properties or assets of the Borrower and its
Subsidiaries taken as a whole, in one or more related transactions, to another Person unless:




(i) either: (A) the Borrower is the surviving Person; or (B) the Person formed by or
surviving any such consolidation or merger (if other than the Borrower) or to which such
sale, assignment, transfer, conveyance or other disposition has been made is a Person
organized or existing under the laws of the United States, any state of the United States or
the District of Columbia;




(ii) the Person formed by or surviving any such consolidation or merger (if other than
the Borrower) or the Person to which such sale, assignment, transfer, conveyance or other
disposition has been made expressly assumes in form reasonably satisfactory to the Agent all
the obligations of the Borrower under this Agreement, the Notes, the L/C Related Documents
and any other related agreements specified by the Agent in its reasonable discretion and
delivers to the Agent an Opinion of Counsel to the effect that each of those agreements has
been duly authorized, executed and delivered by such Person and constitutes a valid and
binding obligation of such Person, enforceable against such Person in accordance with its
terms (subject to customary exceptions); and




(iii) immediately after such transaction no Default or Event of Default exists.



(b) Notwithstanding the foregoing, the Borrower may not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related transactions, to any other
Person.



ARTICLE VI




EVENTS OF DEFAULT




SECTION 6.01. Events of Default. If any of the following events (“Events of
Default”) shall occur and be continuing:



(a) failure by the Borrower to pay any principal of any Advance when the same becomes due and
payable; or



(b) failure by the Borrower to pay: (i) any Facility Fees; (ii) any interest on any Advance;
(iii) any amount payable in respect of any Letter of Credit Agreement; or (iv) any other payment
of fees or other amounts payable under this Agreement or any Note, in each case within thirty days
after the same becomes due and payable; or




(c) failure by the Borrower to comply with the provisions of Section 5.04 hereof; or



(d) failure by the Borrower for 60 days after notice, from the Agent or the Notice Lenders
(with a copy to the Agent), to perform or observe any term, covenant or agreement contained in
this Agreement on its part to be performed or observed; or



(e) failure by the Borrower to pay final judgments aggregating in excess of $100 million,
which judgments are not paid, discharged or stayed for a period of 60 days; or



(f) the entry by a court having jurisdiction in the premises of (A) a decree or order for
relief in respect of the Borrower in an involuntary case or proceeding under any applicable Federal
or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order
adjudging the Borrower a bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the Borrower under any
applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Borrower or of any substantial part of the
property of the Borrower, or ordering the winding up or liquidation of the affairs of the Borrower,
and the continuance of any such decree or order for relief or any such other decree or order
unstayed and in effect for a period of 60 consecutive days; or



(g) the commencement by the Borrower of a voluntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case
or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a
decree or order for relief in respect of the Borrower in an involuntary case or proceeding under
any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to
the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it
of a petition or answer or consent seeking reorganization or relief under any applicable Federal or
State law, or the consent by it to the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
official of the Borrower or of any substantial part of the property of the Borrower, or the making
by it of an assignment for the benefit of creditors, or the admission by it in writing of its
inability to pay its debts generally as they become due, or the taking of corporate action by the
Borrower in furtherance of any such action;



then, and in any such event, the Agent (i) shall at the request, or may with the consent, of the
Notice Lenders, by notice to the Borrower, declare the obligation of each Lender to make Advances
(other than Revolving Credit Advances by an Issuing Bank or a Lender pursuant to Section 2.03(c))
and of the Issuing Banks to issue Letters of Credit to be terminated, whereupon the same shall
forthwith terminate, and (ii) shall at the request, or may with the consent, of the Notice Lenders,
by notice to the Borrower, declare the Advances, all interest thereon and all other amounts payable
under this Agreement to be forthwith due and payable, whereupon the Advances, all such interest and
all such amounts shall become and be forthwith due and payable, without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived by the Borrower;
provided, that any time after a declaration of acceleration described in clause (ii) has
occurred and before a judgment for payment of the money due has been obtained by any Lender, the
Required Lenders, by written notice to the Borrower and the Agent, may rescind and annul such
declaration and its consequences (but not the termination of the obligations described in clause
(i)) if the rescission would not conflict with any judgment or decree of a court of competent
jurisdiction, all existing Events of Default, other than the nonpayment of the principal of any
Advance and interest on any Advances that have become due solely by the declaration of
acceleration, have been cured or waived, and no such rescission shall affect any subsequent Default
or impair any right consequent thereon; provided, however, that in the event of an
actual or deemed entry of an order for relief with respect to the Borrower under the United States
Bankruptcy Code of 1978, as amended, (A) the obligation of each Lender to make Advances (other than
Revolving Credit Advances by an Issuing Bank or a Lender pursuant to Section 2.03(c)) and of the
Issuing Banks to issue Letters of Credit shall automatically be terminated and (B) the Advances,
all such interest and all such amounts shall automatically become and be due and payable, without
presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by
the Borrower.



SECTION 6.02. Notice of Default or Event of Default. The Agent shall not be deemed to
have knowledge of a Default or Event of Default unless a notice of such Default or Event of Default
is received by the Agent pursuant to Section 9.01. The Borrower shall provide the Agent and the
Lenders with notice in reasonable detail of a Default or Event of Default promptly after becoming
aware of the occurrence thereof.



SECTION 6.03. Actions in Respect of the Letters of Credit upon Default. If any Event
of Default shall have occurred and be continuing, the Agent may with the consent, or shall at the
request, of the Required Lenders, irrespective of whether it is taking any of the actions described
in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand the
Borrower will, make such arrangements in respect of the outstanding Letters of Credit as shall be
acceptable to the Required Lenders.



SECTION 6.04. Waiver Of Existing Defaults. Subject to Section 8.01 of this Agreement,
the Required Lenders by notice to the Agent may waive an existing Default or Event of Default and
its consequences, except (1) a continuing Default or Event of Default with respect to Sections
6.01(a) and (b) of this Agreement or (2) a continuing default in respect of a provision that under
Section 8.01 of this Agreement cannot be amended without the consent of each Lender affected. Upon
any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose of this Agreement; but no such waiver shall
extend to any subsequent or other Default or impair any right consequent thereon.



ARTICLE VII




THE AGENT




SECTION 7.01. Authorization and Action. Each Lender (in its capacities as a Lender
and an Issuing Bank (as applicable)) hereby appoints and authorizes the Agent to take such action
as agent on its behalf and to exercise such powers and discretion under this Agreement as are
delegated to the Agent by the terms hereof, together with such powers and discretion as are
reasonably incidental thereto. As to any matters not expressly provided for by this Agreement
(including, without limitation, enforcement or collection of the Notes), the Agent shall not be
required to exercise any discretion or take any action, but shall be required to act or to refrain
from acting (and shall be fully protected in so acting or refraining from acting) upon the
instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and
all holders of Notes; provided, however, that the Agent shall not be required to
take any action that exposes the Agent to personal liability or that is contrary to this Agreement
or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to
it by the Borrower pursuant to the terms of this Agreement, other than any notice the Borrower is
obligated to provide directly to such Lender.



SECTION 7.02. Agent’s Reliance, Etc. Neither the Agent nor any of its directors,
officers, agents or employees shall be liable for any action taken or omitted to be taken by it or
them under or in connection with this Agreement, except for its or their own gross negligence or
willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may
treat the Lender that made any Advance as the holder of the indebtedness resulting therefrom until
the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as
assignor, and an Eligible Assignee, as assignee, as provided in Section 9.06; (ii) may consult with
legal counsel (including counsel for the Borrower), independent public accountants and other
experts selected by it and shall not be liable for any action taken or omitted to be taken in good
faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no
warranty or representation to any Lender and shall not be responsible to any Lender for any
statements, warranties or representations (whether written or oral) made in or in connection with
this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance,
observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the
part of the Borrower or the existence at any time of any Default or to inspect the property
(including the books and records) of the Borrower; (v) shall not be responsible to any Lender for
the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the
perfection or priority of any lien or security interest created or purported to be created under or
in connection with, this Agreement or any other instrument or document furnished pursuant hereto;
and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telecopier, telegram or telex)
believed by it to be genuine and signed or sent by the proper party or parties.



SECTION 7.03. Citibank and Affiliates. With respect to its Commitment, the Advances
made by it and any Note issued to it, Citibank 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 Agent; and the
term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include Citibank in its
individual capacity. Citibank and its Affiliates may accept deposits from, lend money to, act as
trustee under indentures of, accept investment banking engagements from and generally engage in any
kind of business with, the Borrower, any of its Subsidiaries and any Person who may do business
with or own securities of the Borrower or any such Subsidiary, all as if Citibank were not the
Agent and without any duty to account therefor to the Lenders. The Agent shall have no duty to
disclose information obtained or received by it or any of its Affiliates relating to the Borrower
or its Subsidiaries to the extent such information was obtained or received in any capacity other
than as Agent.



SECTION 7.04. Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Agent or any other Lender and based on publicly
available information relating to the Borrower, the financial statements referred to in Section
4.01 and such other documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will,
independently and without reliance upon the 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 this Agreement.



SECTION 7.05. Indemnification. (a) Each Lender severally agrees to indemnify the
Agent (to the extent not reimbursed by the Borrower), from and against such Lender’s Pro Rata Share
of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred
by, or asserted against the Agent in any way relating to or arising out of this Agreement or any
action taken or omitted by the Agent under this Agreement (collectively, the “Indemnified
Costs”), provided that no Lender shall be liable for any portion of the Indemnified
Costs resulting from the Agent’s gross negligence or willful misconduct. Without limitation of the
foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its Pro Rata Share of
any out-of-pocket expenses (including reasonable counsel fees) incurred by the 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, to the extent that the Agent is not reimbursed
for such expenses by the Borrower. In the case of any investigation, litigation or proceeding
giving rise to any Indemnified Costs, this Section 7.05 applies whether any such investigation,
litigation or proceeding is brought by the Agent, any Lender or a third party.



(b) Each Lender severally agrees to indemnify the Issuing Banks (to the extent not promptly
reimbursed by the Borrower) from and against such Lender’s Pro Rata Share of any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted
against any such Issuing Bank in any way relating to or arising out of this Agreement or any action
taken or omitted by such Issuing Bank hereunder or in connection herewith; provided,
however, that no Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from such Issuing Bank’s gross negligence or willful misconduct as found in a final, non-appealable
judgment by a court of competent jurisdiction. Without limitation of the foregoing, each Lender
agrees to reimburse any such Issuing Bank promptly upon demand for its Pro Rata Share of any costs
and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrower
under Section 9.03, to the extent that such Issuing Bank is not promptly reimbursed for such costs
and expenses by the Borrower.



(c) The failure of any Lender to reimburse the Agent or any Issuing Bank, as the case may be,
promptly upon demand for its Pro Rata Share of any amount required to be paid by the Lenders to the
Agent or such Issuing Bank, as the case may be, as provided herein shall not relieve any other
Lender of its obligation hereunder to reimburse the Agent or such Issuing Bank, as the case may be,
for its Pro Rata Share of such amount, but no Lender shall be responsible for the failure of any
other Lender to reimburse the Agent or any such Issuing Bank, as the case may be, for such other
Lender’s Pro Rata Share of such amount. Without prejudice to the survival of any other agreement
of any Lender hereunder, the agreement and obligations of each Lender contained in this Section
7.05 shall survive the payment in full of principal, interest and all other amounts payable
hereunder and under the Notes. The Agent and each Issuing Bank agrees to return to the Lenders
their respective Pro Rata Shares of any amounts paid under this Section 7.05 that are subsequently
reimbursed by the Borrower.



SECTION 7.06. Successor Agent. The Agent may resign at any time by giving written
notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause
by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the
right to appoint a successor Agent. If no successor Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30 days after the retiring
Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent,
then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a
commercial bank organized under the laws of the United States of America or of any State thereof
having a combined capital and surplus of at least $500,000,000 and a long-term credit rating of at
least “A3” from Moody’s and “A-” from S&P. Upon the acceptance of any appointment as Agent
hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested
with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations under this Agreement. After any
retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Article VII
shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent
under this Agreement.



ARTICLE VIII




AMENDMENTS




SECTION 8.01. Amendments, Etc. With Consent of Lenders. Except as provided in Section
8.02, no amendment or waiver of any provision of this Agreement or the Revolving Credit Notes, nor
consent to any departure by the Borrower therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Required Lenders, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given;
provided, however, that no amendment, waiver or consent shall, unless in writing
and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified
in Sections 3.01 and 3.02, (b) subject the Lenders to any additional obligations, (c) increase the
Commitments of the Lenders, (d) reduce the principal of, or interest on, the Revolving Credit
Advances or any fees or other amounts payable hereunder, (e) postpone any date fixed for any
payment of principal of, or interest on, the Revolving Credit Advances or any fees or other amounts
payable hereunder, (f) change the percentage of the Revolving Credit Commitments, the aggregate
Available Amount of outstanding Letters of Credit or of the aggregate unpaid principal amount of
the Revolving Credit Advances, or the number of Lenders, that shall be required for the Lenders or
any of them to take any action hereunder or (g) amend this Section 8.01 (each of clauses (a)
through (g), a “Restricted Event”); and provided further that (x) no
amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the
Lenders required above to take such action, affect the rights or duties of the Agent under this
Agreement or any Note and (y) no amendment, waiver or consent shall, unless in writing and signed
by the Issuing Banks in addition to the Lenders required above to take such action, affect the
rights or obligations of the Issuing Banks in their capacities as such under this Agreement.



SECTION 8.02. Amendments Without Consent of Lenders. (a) The Agent and the Borrower,
when authorized by a resolution of its Board of Directors (which resolution may provide general
terms or parameters for such action and may provide that the specific terms of such action may be
determined in accordance with or pursuant to an Officers’ Certificate), may from time to time and
at any time amend this Agreement for one or more of the following purposes:




(i) to convey, transfer, assign, mortgage or pledge to the Lenders as security for the
obligations hereunder any property;




(ii) to evidence the succession of another corporation to the Borrower, or successive
successions, and the assumption by the successor corporation of the covenants, agreements
and obligations of the Borrower pursuant to Section 5.04;




(iii) to add to the covenants of the Borrower such further covenants, restrictions,
conditions or provisions as the Borrower and the Agent shall consider to be for the
protection of the Lenders, and to make the occurrence, or the occurrence and continuance, of
a default in any such additional covenants, restrictions, conditions or provisions an Event
of Default permitting the enforcement of all or any of the several remedies provided in this
Agreement as herein set forth; provided, that in respect of any such additional
covenant, restriction, condition or provision such amendment may provide for a particular
period of grace after default (which period may be shorter or longer than that allowed in
the case of other defaults) or may provide for an immediate enforcement upon such an Event
of Default or may limit the remedies available to the Agent or the Lender upon such an Event
of Default or may limit the right of the Required Lenders to waive such an Event of Default;
and




(iv) (x) to cure any ambiguity or to correct or supplement any provision contained
herein or in any amendment which may be defective or inconsistent with any other provision
contained herein or in any amendment, or (y) to make any other provisions as the Borrower
may deem necessary or desirable, provided that in either case no such action shall
adversely affect the interests of the Lenders.



(b) The Agent is hereby authorized to join with the Borrower in the execution of any such
amendment, to make any further appropriate agreements and stipulations which may be therein
contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property
thereunder, but the Agent shall not be obligated to enter into any such amendment which affects the
Agent’s own rights, duties or immunities under this Agreement or otherwise.



(c) Any amendment authorized by the provisions of this Section may be executed without the
consent of any Lenders.



(d) Promptly after the execution by the Borrower and the Agent of any amendment pursuant to
the provisions of Section 8.02, the Borrower and the Agent shall give notice thereof to the
Lenders. Any failure of the Borrower or the Agent to give such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such amendment.



SECTION 8.03. Documents to Be Given to Agent. The Agent, subject to the provisions of
Article VII, may receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence
that any amendment or waiver executed pursuant to this Article VIII complies with the applicable
provisions of this Agreement.



ARTICLE IX




MISCELLANEOUS




SECTION 9.01. Notices, Etc. All notices and other communications provided for
hereunder shall be in writing (including telecopier, telegraphic or telex communication) and mailed
(return receipt requested), telecopied, telegraphed, telexed or delivered, if to the Borrower, its
address at The Williams Companies, Inc., One Williams Center, Suite 5000, Tulsa, Oklahoma 74172,
Attention: Patti Kastl, Facsimile No.: (918) 573-2065; if to any Initial Lender, at its Domestic
Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its
Domestic Lending Office specified in the Assignment and Acceptance pursuant to which it became a
Lender or as otherwise notified to the Borrower; and if to the Agent, at its address at Two Penns
Way, Suite 110, New Castle, Delaware 19720, Attention: Global Loans Manager; or, as to the Borrower
or the Agent, at such other address as shall be designated by such party in a written notice to the
other parties and, as to each other party, at such other address as shall be designated by such
party in a written notice to the Borrower and the Agent. All such notices and communications
shall, when mailed, telecopied, telegraphed or telexed, be effective when deposited in the mails,
telecopied, delivered to the telegraph company or confirmed by telex answerback, respectively,
except that notices and communications to the Agent pursuant to Article II, III, VI or VII shall
not be effective until received by the Agent. Delivery by telecopier of an executed counterpart of
any amendment or waiver of any provision of this Agreement or the Notes or of any Exhibit hereto to
be executed and delivered hereunder shall be effective as delivery of a manually executed
counterpart thereof.



SECTION 9.02. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default.
(a) No right or remedy herein conferred upon or reserved to the Agent or to the Lenders is
intended to be exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.



(b) No delay or omission of the Agent or of any Lender to exercise any right or power accruing
upon any Event of Default occurring and continuing as aforesaid shall impair any such right or
power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein;
and every power and remedy given by this Agreement or by law to the Agent or to the Lenders may be
exercised from time to time, and as often as shall be deemed expedient, by the Agent or by the
Lenders.



SECTION 9.03. Costs and Expenses. (a) The Borrower agrees to pay on demand all
reasonable costs and expenses of the Agent in connection with the preparation, execution, delivery,
administration, modification and amendment of this Agreement, the Notes and the other documents to
be delivered hereunder, including, without limitation, (A) all due diligence, syndication
(including printing, distribution and bank meetings), transportation, computer, duplication,
appraisal, consultant, and audit expenses and (B) the reasonable fees and expenses of outside
counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights
and responsibilities under this Agreement. The Borrower further agrees to pay on demand all
reasonable costs and expenses of the Agent and the Eligible Lenders, if any (including, without
limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether
through negotiations, legal proceedings or otherwise) of this Agreement, the Notes and the other
documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of
outside counsel for the Agent and each Eligible Lender in connection with the enforcement of rights
under this Section 9.03(a).



(b) The Borrower agrees to indemnify and hold harmless the Agent, each Eligible Lender and
each of their Affiliates and their officers, directors, employees, agents and advisors (each, an
“Indemnified Party”) from and against any and all claims, damages, losses, liabilities and
expenses (including, without limitation, reasonable fees and expenses of counsel) that may be
incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in
connection with or by reason of (including, without limitation, in connection with any
investigation, litigation or proceeding or preparation of a defense in connection therewith) (i)
the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed
use of the proceeds of the Advances or (ii) the actual or alleged presence of Hazardous Materials
on any property of the Borrower or any of its Subsidiaries or any Environmental Action relating in
any way to the Borrower or any of its Subsidiaries, except to the extent such claim, damage, loss,
liability or expense has resulted from such Indemnified Party’s (or any of its Affiliates) gross
negligence or willful misconduct. In the case of an investigation, litigation or other proceeding
to which the indemnity in this Section 9.03(b) applies, such indemnity shall be effective whether
or not such investigation, litigation or proceeding is brought by the Borrower, its Subsidiaries,
its directors, shareholders or creditors or an Indemnified Party or any other Person, whether or
not any Indemnified Party is otherwise a party thereto and whether or not the transactions
contemplated hereby are consummated. The Borrower also agrees not to assert any claim for special,
indirect, consequential or punitive damages against the Agent, any Lender, any of their Affiliates,
or any of their respective directors, officers, employees, attorneys and agents, on any theory of
liability, arising out of or otherwise relating to the Notes, this Agreement, any of the
transactions contemplated herein or the actual or proposed use of the proceeds of the Advances.



(c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by
the Borrower to or for the account of a Lender other than on the last day of the Interest Period
for such Advance, as a result of a payment or Conversion pursuant to Sections 2.07, 2.09 or 2.11,
acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, the
Borrower shall, upon demand by such Lender (with a copy of such demand to the Agent), pay to the
Agent for the account of such Lender any amounts required to compensate such Lender for any
additional losses, costs or expenses that it may reasonably incur as a result of such payment or
Conversion, including, without limitation, any loss (excluding loss of anticipated profits), cost
or expense incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by any Lender to fund or maintain such Advance.



(d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the
agreements and obligations of the Borrower contained in Sections 2.10 and 9.03 shall survive the
payment in full of principal, interest and all other amounts payable hereunder and under the Notes
and the termination in whole of any Commitment hereunder.



SECTION 9.04. Waiver of Set-off. Each Lender waives any right of setoff,
counterclaim, deduction, diminution or abatement based upon any claim it may have against the
Borrower under this Agreement.



SECTION 9.05. Binding Effect. This Agreement shall become effective (other than
Sections 2.01 and 2.03, which shall only become effective upon satisfaction of the conditions
precedent set forth in Section 3.01) when it shall have been executed by the Borrower and the Agent
and when the Agent shall have been notified by each Initial Lender that such Initial Lender has
executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the
Agent and each Lender and their respective successors and assigns, except that the Borrower shall
not have the right to assign its rights hereunder or any interest herein without the prior written
consent of the Lenders.



SECTION 9.06. Assignments and Participations. (a) Each Lender may at any time assign
to one or more Persons all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Revolving Credit Commitment, its Unissued
Letter of Credit Commitment, the Revolving Credit Advances owing to it, its participations in
Letters of Credit and the Revolving Credit Note or Notes held by it); provided,
however, that (i) except in the case of an assignment to a Person that, immediately prior
to such assignment, was a Lender or a participant or sub-participant or owner of a beneficial
interest thereof (and further assignments by such Persons or subsequent assignees) or an assignment
of all of a Lender’s rights and obligations under this Agreement, the amount of the Revolving
Credit Commitment of the assigning Lender being assigned pursuant to each such assignment
(determined as of the date of the Assignment and Acceptance with respect to such assignment) shall
in no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof unless
the Borrower and the Agent otherwise agree, (ii) each such assignment shall be to an Eligible
Assignee, (iii) the parties to each such assignment shall execute and deliver to the Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together with any Revolving
Credit Note subject to such assignment and a processing and recordation fee of an amount specified
by the Agent, such amount not to exceed $3,500; provided, however, that the Agent
may accept an Assignment and Acceptance executed by only the assignor where the assignee is an
owner of a beneficial interest described in clause (iii) of the definition of Eligible Assignee,
(iv) any Lender may, without the approval of the Borrower and the Agent, assign all or a portion of
its rights to any of its Affiliates and (v) an Issuing Bank may assign all or a portion of its
obligations only to (x) an Affiliate with a long-term credit rating no lower than that of the
assignor from each of Moody’s and S&P and with market acceptance by beneficiaries of
letters of credit similar to that of the assignor in the reasonable judgment of the assignor and
the Borrower, (y) an assignee or successor pursuant to operation of law or (z) an assignee or
successor pursuant to a merger, consolidation or amalgamation with or into, or transfer of all or
substantially all of the assignor’s assets to, another entity. Upon such execution, delivery,
acceptance and recording, from and after the effective date specified in each Assignment and
Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the
rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the
extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment
and Acceptance, relinquish its rights (other than its rights under Sections 2.10 and 9.03 to the
extent any claim thereunder relates to an event arising prior such assignment) and be released from
its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all
or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such
Lender shall cease to be a party hereto). If a Lender assigns all of its rights and obligations
under all or a portion of this Agreement to one or more Persons to whom such Lender has previously
sold a participation pursuant to Section 9.06(e) (so long as the Borrower has consented to the
identity of the participant and the terms of such participation at the time of such sale, such
consent not to be unreasonably withheld or delayed, and such participation has not been amended,
modified or supplemented without the consent of Borrower, such consent not to be unreasonably
withheld or delayed), on the date of such assignment the Agent shall declare the obligation of each
Lender to make Advances (other than Revolving Credit Advances by an Issuing Bank or a Lender
pursuant to Section 2.03(c)) and of the Issuing Banks to issue Letters of Credit to be terminated
with respect to the assigned portion.



(b) By executing and delivering an Assignment and Acceptance or accepting an assignment, the
Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the
other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance,
such assigning Lender makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in connection with this
Agreement or any other instrument or document furnished pursuant hereto or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of
any lien or security interest created or purported to be created under or in connection with, this
Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender
makes no representation or warranty and assumes no responsibility with respect to the financial
condition of the Borrower or the performance or observance by the Borrower of any of its
obligations under this Agreement or any other instrument or document furnished pursuant hereto;
(iii) such assignee confirms that it has received or has had the opportunity to request a copy of
such documents and information as it has deemed appropriate to make its decision to enter into such
Assignment and Acceptance or accept such assignment; (iv) such assignee will, independently and
without reliance upon the Agent, such assigning Lender or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to make its own
decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it
is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action
as agent on its behalf and to exercise such powers and discretion under this Agreement as are
delegated to the Agent by the terms hereof, together with such powers and discretion as are
reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance
with their terms all of the obligations that by the terms of this Agreement are required to be
performed by it as a Lender or as an Issuing Bank, as the case may be.



(c) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and, if
applicable, an assignee representing that it is an Eligible Assignee, together with any Revolving
Credit Note or Notes subject to such assignment, the Agent shall, if such Assignment and Acceptance
has been completed and is in substantially the form of Exhibit C hereto, (i) accept such Assignment
and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt
notice thereof to the Borrower.



(d) The Agent shall maintain at its address referred to in Section 9.01 a copy of each
Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the
names and addresses of the Lenders and the Commitment of, and principal amount of the Advances
owing to, each Lender from time to time in addition to the items set forth in Section 2.14(b) (the
“Register”). The entries in the Register shall be conclusive and binding for all purposes,
absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name
is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register
shall be available for inspection by the Borrower or any Lender at any reasonable time and from
time to time upon reasonable prior notice.



(e) Each Lender may sell participations to one or more banks or other Persons (other than the
Borrower or any of its Affiliates) in or to all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment,
its Unissued Letter of Credit Commitment, the Revolving Credit Advances owing to it, its
participations in Letters of Credit and any Revolving Credit Note or Notes held by it);
provided, however, that except as otherwise agreed by the parties hereto, (i) such
Lender’s obligations under this Agreement (including, without limitation, its Revolving Credit
Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations, (iii) such Lender
shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Borrower, the
Agent and the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement and (v) no participant
under any such participation shall have any right to approve any amendment or waiver of any
provision of this Agreement or any Note, or any consent to any departure by the Borrower therefrom,
except, if the Borrower has consented to the granting of such right to such participant, such
consent not to be unreasonably withheld or delayed, to the extent that such amendment, waiver or
consent would reduce the principal of, or interest on, the Notes or any fees or other amounts
payable hereunder, in each case to the extent subject to such participation, or postpone any date
fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts
payable hereunder, in each case to the extent subject to such participation. If a Lender shall
notify the Borrower of the existence of such a participant or sub-participant, the Borrower shall
provide such participant and sub-participant, as applicable, with the same reports, notices,
certificates, opinions and other information in sufficient numbers as requested by the recipient as
the Borrower is required to provide to the Agent or such Lender under this Agreement (other than
pursuant to Article II).



(f) Any Lender, participant or sub-participant may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section 9.06, disclose to
the assignee or participant or proposed assignee or participant (or holders of beneficial interest
therein), any information relating to the Borrower furnished to such Lender, participant or
sub-participant by or on behalf of the Borrower; provided that, prior to any such
disclosure, the assignee or participant or proposed assignee or participant (or holders of
beneficial interest therein) shall agree to preserve the confidentiality of any Confidential
Information relating to the Borrower received by it from such Lender, participant or
sub-participant.



(g) Notwithstanding any other provision set forth in this Agreement, any Lender may at any
time assign or create a security interest in all or any portion of its rights under this Agreement
(including, without limitation, the Advances owing to it and any Note or Notes held by it) in favor
of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System.



SECTION 9.07. Confidentiality. Each of the Lenders and the Agent agrees that it will
use reasonable efforts (e.g., procedures substantially comparable to those applied by such Lender
or Agent in respect of non-public information as to the business of such Lender or Agent) to not
disclose Confidential Information to any other Person without the consent of the Borrower, other
than (a) by the Agent to any Lender, (b) by any Lender to any other Lender or the Agent, (c) to the
Agent’s or such Lender’s Affiliates and their officers, directors, employees, agents and advisors
and, as contemplated by Section 9.06(f), to actual or prospective assignees and participants (or
holders of beneficial interest therein), and then only on a confidential basis, (d) as required by
any law, rule or regulation or judicial process, (e) as requested or required by any state, federal
or foreign authority, examiner or auditor regulating banks or banking, (f) to counsel for any
Lender or the Agent and their respective independent public accountants, (g) to the extent such
information relates to an Event of Default, (h) in connection with any litigation to which the
Agent or any Lender is a party and (i) in connection with the exercise of any remedies hereunder or
any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder;
provided that a determination by a Lender or Agent as to the application of the
circumstances described in the foregoing clauses (a)-(i) is conclusive if made in good faith; and
each of the Lenders and the Agent agrees that it will follow procedures which are intended to put
any transferee of such Confidential Information on notice that such information is confidential.



SECTION 9.08. Governing Law. This Agreement and the Notes shall be governed by, and
construed in accordance with, the law of the State of New York.



SECTION 9.09. Execution in Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and
the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by
telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.



SECTION 9.10. Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably
and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any
New York State court or federal court of the United States of America sitting in New York City, and
any appellate court from any thereof, in any action or proceeding arising out of or relating to
this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in any such New York State court or, to the extent
permitted by law, in such federal court. The Borrower hereby agrees that service of process in any
such action or proceeding brought in any such New York State court or in such federal court may be
made upon CT Corporation System at its offices at 1633 Broadway, New York, New York 10019 (the
“Process Agent”) and the Borrower hereby irrevocably appoints the Process Agent its
authorized agent to accept such service of process, and agrees that the failure of the Process
Agent to give any notice of any such service shall not impair or affect the validity of such
service or of any judgment rendered in any action or proceeding based thereon. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal
process in any other manner permitted by law or to bring any action or proceeding relating to this
Agreement or the Notes in the courts of any jurisdiction.



(b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent
it may legally and effectively do so, any objection that it may now or hereafter have to the laying
of venue of any suit, action or proceeding arising out of or relating to this Agreement or the
Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.



SECTION 9.11. Final Agreement. This Agreement and each Letter of Credit Agreement
constitute the entire agreement between the parties with respect to the matters addressed herein
and supersede all prior or simultaneous agreements, written or oral, with respect thereto.



SECTION 9.12. Judgment. (a) If for the purposes of obtaining judgment in any court it
is necessary to convert a sum due hereunder or under the Notes in any currency (the “Original
Currency”) into another currency (the “Other Currency”), the parties hereto agree, to
the fullest extent that they may effectively do so, that the rate of exchange used shall be that at
which in accordance with normal banking procedures the Agent could purchase the Original Currency
with the Other Currency at 9:00 A.M. (New York City time) on the first Business Day preceding that
on which final judgment is given.



(b) The obligation of the Borrower in respect of any sum due in the Original Currency from it
to any Lender or the Agent hereunder or under the Revolving Credit Note or Revolving Credit Notes
held by such Lender shall, notwithstanding any judgment in any Other Currency, be discharged only
to the extent that on the Business Day following receipt by such Lender or Agent (as the case may
be) of any sum adjudged to be so due in such Other Currency, such Lender or Agent (as the case may
be) may in accordance with normal banking procedures purchase Dollars with such Other Currency; if
the amount of Dollars so purchased is less than the sum originally due to such Lender or Agent (as
the case may be) in the Original Currency, the Borrower agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify such Lender or Agent (as the case may be) against
such loss, and if the amount of Dollars so purchased exceeds the sum originally due to any Lender
or the Agent (as the case may be) in the Original Currency, such Lender or Agent (as the case may
be) agrees to remit to the Borrower such excess.



SECTION 9.13. No Liability of the Issuing Banks. The Borrower assumes all risks of
the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its
use of such Letter of Credit. None of the Agents, the Lenders nor any Issuing Bank, nor any of
their respective Affiliates, nor the respective directors, officers, employees, agents and advisors
of such Person or such Affiliate shall be liable or responsible for: (a) the use that may be made
of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection
therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement
thereon, even if such documents should prove to be in any or all respects invalid, insufficient,
fraudulent or forged; (c) payment by such Issuing Bank against presentation of documents that do
not comply with the terms of a Letter of Credit, including failure of any documents to bear any
reference or adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever
in making or failing to make payment under any Letter of Credit, except that the Borrower shall
have a claim against such Issuing Bank, and such Issuing Bank shall be liable to the Borrower, to
the extent of any direct, but not consequential, damages suffered by the Borrower that the Borrower
proves were caused by (i) such Issuing Bank’s willful misconduct or gross negligence as determined
in a final, non-appealable judgment by a court of competent jurisdiction in determining whether
documents presented under any Letter of Credit comply with the terms of the Letter of Credit or
(ii) such Issuing Bank’s willful failure to make lawful payment under a Letter of Credit after the
presentation to it of a draft and certificates strictly complying with the terms and conditions of
the Letter of Credit. In furtherance and not in limitation of the foregoing and without limiting
the generality thereof, the parties agree that, with respect to such Issuing Bank may accept
documents that appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary.



SECTION 9.14. Waiver of Jury Trial. Each of the Borrower, the Agent and the Lenders
hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim
(whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the
Notes or the actions of the Agent or any Lender in the negotiation, administration, performance or
enforcement thereof.



SECTION 9.15. Officers’ Certificates and Opinions of Counsel; Statements to Be Contained
Therein. (a) Each certificate or opinion provided for in this Agreement and delivered to the
Agent with respect to compliance with a condition or covenant provided for in this Agreement shall
include (i) a statement that the person making such certificate or opinion has read such covenant
or condition, (ii) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based, which
examination or investigation may be carried out by his or her designee, (iii) a statement that, in
the opinion of such person, he or she has made such examination or investigation as is necessary to
enable him or her to express an opinion as to whether or not such covenant or condition has been
complied with and (iv) a statement as to whether or not, in the opinion of such person, such
condition or covenant has been complied with.



(b) Any certificate, statement or opinion of an officer of the Borrower may be based, insofar
as it relates to legal matters, upon a certificate or opinion of or representations by counsel,
unless such officer knows that the certificate or opinion or representations with respect to the
matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous,
or in the exercise of reasonable care should know that the same are erroneous. Any certificate,
statement or opinion of counsel may be based, insofar as it relates to factual matters or
information with respect to which is in the possession of the Borrower, upon the certificate,
statement or opinion of or representations by an officer or officers of the Borrower, unless such
counsel knows that the certificate, statement or opinion or representations with respect to the
matters upon which his or her certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are erroneous.



(c) Any certificate, statement or opinion of an officer of the Borrower or of counsel may be
based, insofar as it relates to accounting matters, upon a certificate or opinion of or
representations by an accountant or firm of accountants in the employ (or former employ) of the
Borrower or any of its Subsidiaries, unless such officer or counsel, as the case may be, knows that
the certificate or opinion or representations with respect to the accounting matters upon which his
or her certificate, statement or opinion may be based as aforesaid are erroneous, or in the
exercise of reasonable care should know that the same are erroneous.



(d) Any certificate or opinion of any independent firm of public accountants filed with and
directed to the Agent shall contain a statement that such firm is independent.



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




THE WILLIAMS COMPANIES, INC.




By /s/ Travis Campbell     




	 	 	 	Name: Travis Campbell






Title: Treasurer



[Additional signatures on succeeding page]






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CITIBANK, N.A.,




as Agent




By /s/ Todd J. Mogil     




	 	 	 	Title: Attorney-in-Fact





Initial Issuing Banks




	 	 	 	 	 
	Letter of Credit Commitment
	 	 
	 
	 	 	 	 
	 
	 	 
	 
	 	 	 	 
	$400,000,000

	 	CITICORP USA, INC.

By /s/ Todd J. Mogil     
	 	



	 
	 	 	 	 
	 	 	 

	 
	 	 	 	 
	$400,000,000

	 	Total of the Letter of Credit Commitments
	 	Title: Vice President










Initial Lenders




	 	 	 
	Revolving Credit Commitment

	 
	 	 
	 

	 
	 	 
	$400,000,000

	 	CITICORP USA, INC.

By /s/ Todd J. Mogil     
	
 
	 	 
	
 
	 	Title: Vice President
	 
	 	 
	$400,000,000

	 	Total of the Revolving Credit Commitments
	 
	 	 








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