$500,000,000364-DAY CREDIT AGREEMENTdated as ofOctober 25, 2000among**KINDER MORGAN, INC.**The Banks Listed Herein,and**BANK OF AMERICA, N.A.,**as Administrative Agent**FIRST UNION NATIONAL BANK,**as Syndication Agent**BANK ONE, NA,**as Documentation Agent____________________**BANC OF AMERICA SECURITIES LLC,FIRST UNION SECURITIES, INC.***Joint Lead Arrangers and Joint Book Managers*
 

 

 

 

TABLE OF CONTENTS

PAGEARTICLE 1DEFINITIONS
1
SECTION 1.01.Definitions*.*
1
SECTION 1.02.Accounting Terms and Determinations 
9
SECTION 1.03.Types of Borrowings*.*
9ARTICLE 2THE CREDITS
9SECTION 2.01.Commitments to Lend; Term Loans 
9SECTION 2.02.Notice of Borrowing*.*
10SECTION 2.03.Notice to Banks; Funding of Loans 
10SECTION 2.04.Notes. 
11SECTION 2.05.Maturity of Loans*.*
11SECTION 2.06.Interest Rates*.*
11SECTION 2.07.Facility Fees 
12SECTION 2.08.Utilization Fee 
12SECTION 2.09.Optional Termination or Reduction of    Commitments*.*
12SECTION 2.10.Method of Electing Interest Rates*.*
12SECTION 2.11.Optional Prepayments*.*
13SECTION 2.12.General Provisions as to Payments*.*
14SECTION 2.13.Funding Losses*.*
14SECTION 2.14.Computation of Interest and Fees*.*
14SECTION 2.15.Regulation D Compensation*.*
15SECTION 2.16.Extensions of Revolving Termination Date;    Removal of Lenders. 
15ARTICLE 3CONDITIONS
17SECTION 3.01.Effectiveness*.*
17SECTION 3.02.Borrowings*.*
17ARTICLE 4REPRESENTATIONS AND WARRANTIES
18SECTION 4.01.Corporate Existence and Power*.*
18SECTION 4.02.Corporate and Governmental Authorization; No    Contravention*.*
18SECTION 4.03.Binding Effect*.*
18SECTION 4.04.Financial Information*.*
18SECTION 4.05.Litigation*.*
19SECTION 4.06.Compliance with ERISA 
19SECTION 4.07.Environmental Matters. 
19SECTION 4.08.Taxes*.*
20SECTION 4.09.Subsidiaries*.*
20SECTION 4.10.Margin Regulations; Not an Investment Company.    
20SECTION 4.11.Full Disclosure*.*
20ARTICLE 5COVENANTS
20SECTION 5.01.Information*.*
20SECTION 5.02.Payment of Obligations*.*
22SECTION 5.03.Maintenance of Property; Insurance*.*
22SECTION 5.04.Conduct of Business and Maintenance of    Existence*.*
23SECTION 5.05.Compliance with Laws*.*
23SECTION 5.06.Inspection of Property, Books and Records*.*
23
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SECTION 5.07.Debt. 
23SECTION 5.08.Minimum Net Worth*.*
23SECTION 5.09.Negative Pledge. 
24SECTION 5.10.Consolidations, Mergers and Sales of Assets. 
24SECTION 5.11.Use of Proceeds*.*
25SECTION 5.12.Transactions with Affiliates. 
25ARTICLE 6DEFAULTS
25SECTION 6.01.Events of Default. 
25SECTION 6.02.Notice of Default. 
27ARTICLE 7THE AGENTS
27SECTION 7.01Appointment and Authorization*.*
27SECTION 7.02.Administrative Agent and Affiliates. 
27SECTION 7.03.Action by Administrative Agent. 
27SECTION 7.04.Consultation with Experts. 
27SECTION 7.05.Liability of Administrative Agent. 
27SECTION 7.06.Indemnification. 
28SECTION 7.07.Credit Decision. 
28SECTION 7.08.Successor Administrative Agent. 
28SECTION 7.09.Agents’ Fees. 
28SECTION 7.10.Other Agents. 
28ARTICLE 8CHANGE IN CIRCUMSTANCES
29SECTION 8.01.Basis for Determining Interest Rate Inadequate    or Unfair*.*
29SECTION 8.02.Illegality*.*
29SECTION 8.03.Increased Cost and Reduced Return*.*
29SECTION 8.04.Taxes*.*
30SECTION 8.05.Base Rate Loans Substituted for Affected    Euro-Dollar Loans*.*
32SECTION 8.06.Substitution of Bank*.*
32ARTICLE 9MISCELLANEOUS
32SECTION 9.01.Notices*.*
32SECTION 9.02.No Waivers*.*
32SECTION 9.03.Expenses; Indemnification. 
33SECTION 9.04.Sharing of Set-offs*.*
33SECTION 9.05.Amendments and Waivers*.*
33SECTION 9.06.Successors and Assigns*.*
34SECTION 9.07.Designated Lender. 
35SECTION 9.08.Collateral 
36SECTION 9.09.Maximum Interest Rate 
36SECTION 9.10.Governing Law; Submission to Jurisdiction*.*
36SECTION 9.11.Counterparts; Integration. 
36SECTION 9.12.WAIVER OF JURY TRIAL*.*
36
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**SCHEDULES**

Pricing ScheduleSchedule 1.01 - Commitments
**EXHIBITS**
Exhibit A    NoteExhibit B    Opinion of Kansas Counsel for the BorrowerExhibit C    Opinion of Counsel to the BorrowerExhibit D    Assignment and Assumption AgreementExhibit E    Designation Agreement
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**364-DAY CREDIT AGREEMENT

 

     AGREEMENT datedas of October 25, 2000 among KINDER MORGAN, INC., the BANKS listed on the signature pageshereof and BANK OF AMERICA, N.A., as Administrative Agent, FIRST UNION NATIONAL BANK, asSyndication Agent and BANK ONE, NA, as Documentation Agent.**     The partieshereto hereby agree as follows:
ARTICLE 1DEFINITIONS
**     SECTION 1.01.**Definitions***.  *Thefollowing terms, as used herein, have the following meanings:**     "*AdministrativeAgent*" means Bank of America, in its capacity as administrative agent for theBanks under this Agreement, and its successors in such capacity.**     "*AdministrativeQuestionnaire*" means, with respect to each Bank, an administrativequestionnaire in the form prepared by the Administrative Agent and submitted to theAdministrative Agent (with a copy to the Borrower) duly completed by such Bank.**     "*Affiliate*"means (i) any Person that directly, or indirectly through one or more intermediaries,controls the Borrower (a **"Controlling Person")**or (ii) any Person (otherthan the Borrower or a Subsidiary) which is controlled by or is under common control witha Controlling Person. As used herein, the term **"control"**meanspossession, directly or indirectly, of the power to direct or cause the direction of themanagement or policies of a Person, whether through the ownership of voting securities, bycontract or otherwise.**     "*Agent*"means each of the Administrative Agent, the Syndication Agent and the Documentation Agent,and "Agents" means any combination of them, as the context may require.**     "*ApplicableLending Office*" means, with respect to any Bank, (i) in the case of its BaseRate Loans, its Domestic Lending Office, and (ii) in the case of its Euro-Dollar Loans,its Euro-Dollar Lending Office.**     "*Assignee*"has the meaning set forth in ***Section 9.06(c)***.**     "*Bank*"means each bank listed on the signature pages hereof, each Assignee which becomes aBank pursuant to ***Section 9.06(c)***, and their respective successors.**     "*Bank ofAmerica*" means Bank of America, N.A.**     "*Base Rate*"means, for any day, a rate per annum equal to the higher of (i) the Prime Rate forsuch day or (ii) the sum of 1/2 of 1% plus the Federal Funds Rate for such day.****     "*Base RateLoan*" means a Loan to be made by a Bank as a Base Rate Loan in accordancewith the applicable Notice of Borrowing or Notice of Interest Rate Election, or pursuantto *Article 8*.****     "*Base RateMargin*" has the meaning set forth in *Section****2.06(a)**. **     "*BenefitArrangement*" means at any time an employee benefit plan within themeaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which ismaintained or otherwise contributed to by any member of the ERISA Group.****     "*Borrower*"means Kinder Morgan, Inc., a Kansas corporation, and its successors.****     "*Borrower’s1999 Form 10-K*" means the Borrower’s annual report on Form 10-K for1999, as filed with the Securities and Exchange Commission pursuant to the SecuritiesExchange Act of 1934.****     "*Borrower’sLatest Form 10-Q*" means the Borrower’s quarterly report on Form 10-Qfor the quarter ended June 30, 2000 as filed with the Securities and Exchange Commissionpursuant to the Securities Exchange Act of 1934.****     "*Borrowing*"has the meaning set forth in ***Section 1.03***.****     "*Commitment*"means, with respect to each Bank, the amount set forth opposite the name of suchBank on *Schedule 1.01*, as such amount may be reduced from time to time pursuant to ***Sections2.01(b)*** and *2.09*.****     "*ConsentingBanks*"has the meaning set forth in*****Section 2.16(c)*****hereto.****     "*ConsolidatedAssets*" means the total amount of assets appearing on the consolidatedbalance sheet of the Borrower and its Consolidated Subsidiaries, prepared in accordancewith generally accepted accounting principles as of the date of the most recent regularlyprepared consolidated financial statements prior to the taking of any action for thepurposes of which the determination is being made.****     "*ConsolidatedDebt*" of any Person means at any date the sum (without duplication) of(i) the Debt of such Person and its Consolidated Subsidiaries, determined on aconsolidated basis as of such date plus (ii) the excess (if any) of the Trust PreferredSecurities of such Person over 10% of the Consolidated Total Capitalization of such Personat such date.****     "*ConsolidatedEBITDA*" means, for any period, Consolidated Net Income for such periodplus, to the extent deducted in determining Consolidated Net Income for such period, theaggregate amount of (i) Consolidated Interest Expense, (ii) income tax expense and(iii) depreciation and amortization expense.****     "*ConsolidatedInterest Expense*" means, for any period, the interest expense of theBorrower and its Consolidated Subsidiaries, determined on a consolidated basis for suchperiod.****     "*ConsolidatedSubsidiary*" of any Person means at any date any Subsidiary or otherentity the accounts of which would be consolidated with those of such Person in itsconsolidated financial statements if such statements were prepared as of such date.****     "*ConsolidatedNet Income*" means, for any period, the net income of the Borrower and itsConsolidated Subsidiaries before extraordinary items, determined on a consolidated basisfor such period.****     "*ConsolidatedNet Worth*" of any Person means at any date the sum (without duplication)of (i) the consolidated stockholders’ equity of such Person and its ConsolidatedSubsidiaries, determined as of such date plus (ii) the Mandatorily Convertible PreferredStock of such Person plus (iii) the Trust Preferred Securities of such Person; *provided*that the amount of Trust Preferred Securities added pursuant to this clause (iii)shall not exceed 10% of Consolidated Total Capitalization of such Person at such date.**2
**     "*ConsolidatedTotal Capitalization*" of any Person means at any date the sum ofConsolidated Debt of such Person and Consolidated Net Worth of such Person, eachdetermined as of such date.****     "*Debt*"of any Person means at any date, without duplication, (i) all obligations of suchPerson for borrowed money, (ii) all obligations of such Person evidenced by bonds,debentures, notes or other similar instruments, (iii) all obligations of such Person topay the deferred purchase price of property or services, except trade accounts payable ordeferred employee and director compensation arising in the ordinary course of business,(iv) all obligations of such Person as lessee which are capitalized in accordance withgenerally accepted accounting principles, (v) all non-contingent obligations (and, forpurposes of ***Section 5.09***and the definitions of Material Debt andMaterial Financial Obligations, all contingent obligations) of such Person to reimburseany bank or other Person in respect of amounts paid under a letter of credit or similarinstrument, (vi) all Debt secured by a Lien on any asset of such Person, whether or notsuch Debt is otherwise an obligation of such Person, and (vii) all Debt of othersGuaranteed by such Person.****     "*Default*"means any condition or event which constitutes an Event of Default or which withthe giving of notice or lapse of time or both would, unless cured or waived, become anEvent of Default.****     "*DerivativesObligations*" of any Person means all obligations of such Person inrespect of any rate swap transaction, basis swap, forward rate transaction, commodityswap, commodity option, equity or equity index swap, equity or equity index option, bondoption, interest rate option, foreign exchange transaction, cap transaction, floortransaction, collar transaction, currency swap transaction, cross-currency rate swaptransaction, currency option or any other similar transaction (including any option withrespect to any of the foregoing transactions) or any combination of the foregoingtransactions.****     "*DesignatedLender*" means with respect to each Designating Bank, each EligibleDesignee designated by such Designating Bank pursuant to *Section 9.07(a)*.****     "*DesignatingBank*" means, with respect to each Designated Lender, the Bank thatdesignated such Designated Lender pursuant to ***Section 9.07(a)***.****     "***DocumentationAgent***" means Bank One, NA.****     "*DomesticBusiness Day*" means any day except a Saturday, Sunday or other day onwhich commercial banks in Dallas, Texas or New York City are authorized by law to close.****     "*DomesticLending Office*"means, as to each Bank, its office located at its addressset forth in its Administrative Questionnaire (or identified in its AdministrativeQuestionnaire as its Domestic Lending Office) or such other office as such Bank mayhereafter designate as its Domestic Lending Office by notice to the Borrower and theAdministrative Agent.****     "*EffectiveDate*" means the date this Agreement becomes effective in accordance with*****Section 3.01***.**     "*EligibleDesignee*" means a special purpose corporation that (i) is organized underthe laws of the United States or any state thereof, (ii) is engaged in making, purchasingor otherwise investing in commercial loans in the ordinary course of its business and(iii) issues (or the parent of which issues) commercial paper rated at least A-1 or theequivalent thereof by S & P or P-1 or the equivalent thereof by Moody’s.****     "*EnvironmentalLaws*" means any and all federal, state, local and foreign statutes, laws,judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans,injunctions, permits, concessions, grants, franchises, licenses, agreements and othergovernmental restrictions relating to the environment, the**3

effect of the environment on human health or toemissions, discharges or releases of pollutants, contaminants, Hazardous Substances orwastes into the environment including, without limitation, ambient air, surface water,ground water, or land, or otherwise relating to the manufacture, processing, distribution,use, treatment, storage, disposal, transport or handling of pollutants, contaminants,Hazardous Substances or wastes or the clean-up or other remediation thereof.****     "*ERISA*"means the Employee Retirement Income Security Act of 1974, as amended, or anysuccessor statute.****     "*ERISAGroup*" means the Borrower, any Subsidiary and all members of a controlledgroup of corporations and all trades or businesses (whether or not incorporated) undercommon control which, together with the Borrower or any Subsidiary, are treated as asingle employer under Section 414 of the Internal Revenue Code.****     "*Euro-DollarBusiness Day*" means any Domestic Business Day on which commercial banksare open for international business (including dealings in dollar deposits) in London.****     "*Euro-DollarLending Office*" means, as to each Bank, its office, branch or affiliatelocated at its address set forth in its Administrative Questionnaire (or identified in itsAdministrative Questionnaire as its Euro-Dollar Lending Office) or such other office,branch or affiliate of such Bank as it may hereafter designate as its Euro-Dollar LendingOffice by notice to the Borrower and the Administrative Agent.****     "*Euro-DollarLoan*" means a Loan to be made by a Bank as a Euro-Dollar Loan inaccordance with the applicable Notice of Borrowing.****     "*Euro-DollarMargin*"means a rate per annum determined in accordance with the PricingSchedule.****     "*Euro-DollarRate*" means for any Interest Period with respect to any Euro-Dollar Loan:****     (a)   the rate per annum equal to the rate determined by the Administrative Agent to be    the offered rate that appears on the page of the Telerate screen (or any successor    thereto) that displays an average British Bankers Association Interest Settlement Rate for    deposits in U.S. dollars (for delivery on the first day of such Interest Period) with a    term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London    time) two Euro-Dollar Business Days prior to the first day of such Interest Period, or
     (b)   if the rate referenced in the preceding subsection (a) does not appear on such    page or service or such page or service shall cease to be available, the rate per annum    equal to the rate determined by the Administrative Agent to be the offered rate on such    other page or other service that displays an average British Bankers Association Interest    Settlement Rate for deposits in U.S. dollars (for delivery on the first day of such    Interest Period) with a term equivalent to such Interest Period, determined as of    approximately 11:00 a.m. (London time) two Euro-Dollar Business Days prior to the first    day of such Interest Period, or****     (c)   if the rates referenced in the preceding subsections (a) and (b) are not    available, the rate per annum determined by the Administrative Agent as the rate of    interest (rounded upward to the next 1/100th of 1%) at which deposits in U.S. dollars for    delivery on the first day of such Interest Period in same day funds in the approximate    amount of the Euro-Dollar Loan being made, continued or converted by Bank of America and    with a term equivalent to such Interest Period would be offered by Bank of America's    London Branch to major banks in the offshore dollar market at their request
4

at approximately 11:00 a.m. (London time) two Euro-Dollar Business Days    prior to the first day of such Interest Period.****     "*Euro-DollarReserve Percentage*" means for any day that percentage (expressed as adecimal) which is in effect on such day, as prescribed by the Board of Governors of theFederal Reserve System (or any successor) for determining the maximum reserve requirementfor a member bank of the Federal Reserve System in New York City with deposits exceedingfive billion dollars in respect of "Eurocurrency liabilities" (or in respect ofany other category of liabilities which includes deposits by reference to which theinterest rate on Euro-Dollar Loans is determined or any category of extensions of creditor other assets which includes loans by a non-United States office of any Bank to UnitedStates residents).
****     "*Eventof Default*" has the meaning set forth in *****Section 6.01***.**     "*ExistingAgreement*" means the 364-Day Credit Agreement dated as of November 18,1999, as amended, among the Borrower, the banks party thereto and the AdministrativeAgent.
****     "*ExistingRevolving Termination Date*"has the meaning set forth in *****Section 2.16(a)*****hereto.****     "*FederalFunds Rate*" means, for any day, the rate per annum (rounded upward, ifnecessary, to the nearest 1/100th of 1%) equal to the weighted average of the rates onovernight Federal funds transactions with members of the Federal Reserve System arrangedby Federal funds brokers on such day, as published by the Federal Reserve Bank of New Yorkon the Domestic Business Day next succeeding such day, *provided*that (i) if suchday is not a Domestic Business Day, the Federal Funds Rate for such day shall be such rateon such transactions on the next preceding Domestic Business Day as so published on thenext succeeding Domestic Business Day, and (ii) if no such rate is so published on suchnext succeeding Domestic Business Day, the Federal Funds Rate for such day shall be theaverage rate quoted to Bank of America, N.A. on such day on such transactions asdetermined by the Administrative Agent.
****     "*FinalMaturity Date*"has the meaning set forth in*****Section 2.01(c)*****hereto.****     "*Group ofLoans*"means at any time a group of Loans consisting of (i) all Loanswhich are Base Rate Loans at such time or (ii) all Loans which are Euro-Dollar Loanshaving the same Interest Period at such time.
****     "*Guarantee*"by any Person means any obligation, contingent or otherwise, of such Persondirectly or indirectly guaranteeing any Debt or other obligation of any other Person and,without limiting the generality of the foregoing, any obligation, direct or indirect,contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply fundsfor the purchase or payment of) such Debt or other obligation (whether arising by virtueof partnership arrangements, by agreement to keep-well, to purchase assets, goods,securities or services, to take-or-pay, or to maintain financial statement conditions orotherwise) or (ii) entered into for the purpose of assuring in any other manner theobligee of such Debt or other obligation of the payment thereof or to protect such obligeeagainst loss in respect thereof (in whole or in part), *provided*that the termGuarantee shall not include endorsements for collection or deposit in the ordinary courseof business. The term "*Guarantee*" used as a verb has a correspondingmeaning.
****     "*HazardousSubstances*" means any toxic, radioactive, caustic or otherwise hazardoussubstance, including petroleum, its derivatives, by-products and other hydrocarbons, orany substance having any constituent elements displaying any of the foregoingcharacteristics.
****     "*Indemnitee*"has the meaning set forth in *****Section 9.03(b)***.
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**     "*InterestCoverage Ratio*" means, at any date, the ratio of Consolidated EBITDA toConsolidated Interest Expense for the period of four consecutive fiscal quarters mostrecently ended on or before such date.
****     "*InterestPeriod*" means, with respect to each Euro-Dollar Borrowing, the periodcommencing on the date of the Borrowing specified in the applicable Notice of Borrowing orthe date specified in the applicable Notice of Interest Rate Election and ending one, two,three or six months thereafter as the Borrower may elect in the applicable notice; *provided*that:
**          ** (a)   any Interest Period which would otherwise end on a day which is not a Euro-DollarBusiness Day shall be extended to the next succeeding Euro-Dollar Business Day unless suchEuro-Dollar Business Day falls in another calendar month, in which case such InterestPeriod shall end on the next preceding Euro-Dollar Business Day;
**       **    (b)   any Interest Period which begins on the last Euro-Dollar Business Day of acalendar month (or on a day for which there is no numerically corresponding day in thecalendar month at the end of such Interest Period) shall, subject to clause (c) below, endon the last Euro-Dollar Business Day of a calendar month; and
           (c)   any Interest Period which would otherwise end after the Final Maturity Date shallend on the Final Maturity Date.
****     "*InternalRevenue Code*" means the Internal Revenue Code of 1986, as amended, or anysuccessor statute.
****     "*Investment*"means any investment in any Person, whether by means of share purchase, capitalcontribution, loan, time deposit or otherwise.
****     "*Lien*"means, with respect to any asset, any mortgage, lien, pledge, charge, securityinterest or encumbrance of any kind, or any other type of preferential arrangement thathas the practical effect of creating a security interest, in respect of such asset. Forthe purposes of this Agreement, the Borrower or any
Subsidiary shall be deemed to own subject to a Lien anyasset which it has acquired or holds subject to the interest of a vendor or lessor underany conditional sale agreement, capital lease or other title retention agreement relatingto such asset.

****     "*Loan*"means a Base Rate Loan or a Euro-Dollar Loan and "*Loans*" meansBase Rate Loans or Euro-Dollar Loans or any combination of the foregoing.
 ****    "*MandatorilyConvertible Preferred Stock*" means, with respect to the Borrower,preferred securities of a Subsidiary which are (i) mandatorily convertible into commonequity securities of the Borrower within approximately three years of their date ofissuance, (ii) issued in conjunction with, and pledged to secure, an obligation topurchase common equity securities of the Borrower within approximately three years for anequal amount or (iii) otherwise structured in a manner satisfactory to the AdministrativeAgent so as to ensure the issuance of incremental common equity securities of the Borrowerin a substantially equal amount within approximately three years.
****     "*MaterialDebt*" means Debt (other than (i) the Loans and (ii) Debt owing to theBorrower or a Subsidiary) of the Borrower and/or one or more of its Subsidiaries, arisingin one or more related or unrelated transactions, in an aggregate principal or face amountexceeding $75,000,000.
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**     "*MaterialFinancial Obligations*" means a principal or face amount of Debt (otherthan (i) the Loans and (ii) Debt owing to the Borrower or a Subsidiary) and/or paymentobligations in respect of Derivatives Obligations of the Borrower and/or one or more ofits Subsidiaries, arising in one or more related or unrelated transactions, exceeding inthe aggregate $125,000,000.
****     "*MaterialSubsidiary*" means any Subsidiary the consolidated assets of whichconstitute 10% or more of Consolidated Assets.
****     "*Moody’s*"means Moody’s Investors Service, Inc.
****     "*MultiemployerPlan*" means at any time an employee pension benefit plan within themeaning of Section 4001(a)(3) of ERISA to which any member of the ERISA Group is thenmaking or accruing an obligation to make contributions or has within the preceding fiveplan years made contributions, including for these purposes any Person which ceased to bea member of the ERISA Group during such five year period.
****     "*Nominee*"has the meaning set forth in *Section 2.16(e)*hereto.
****     "*Non-ConsentingBanks*" has the meaning set forth in *Section 2.16(c)* hereto.
****     "*Notes*"means promissory notes of the Borrower, substantially in the form of *Exhibit A*hereto, evidencing the obligation of the Borrower to repay the Loans, and "Note"means any one of such promissory notes issued hereunder.
****     "*Noticeof Borrowing*" means a Notice of Borrowing (as defined in*****Section2.02*****).****     "*Notice ofExtension of Maturity Date*"has the meaning set forth in *****Section2.01(c)*****hereto.
****     "*Noticeof Extension of Revolving Termination Date*"has the meaning set forth in*****Section 2.16(a)***** hereto.
****     "*Noticeof Interest Rate Election*"has the meaning set forth in *****Section2.10*****hereto.
****     "*Parent*"means, with respect to any Bank, any Person controlling such Bank.
****     "*Participant*"has the meaning set forth in*****Section 9.06(b)*****.
****     "*PBGC*"means the Pension Benefit Guaranty Corporation or any entity succeeding to any orall of its functions under ERISA.
****     "*Person*"means an individual, a corporation, a partnership, an association, a trust or anyother entity or organization, including a government or political subdivision or an agencyor instrumentality thereof.
****     "*Plan*"means at any time an employee pension benefit plan (other than a MultiemployerPlan) which is covered by Title IV of ERISA or subject to the minimum funding standardsunder Section 412 of the Internal Revenue Code and either (i) is maintained, orcontributed to, by any member of the ERISA Group for employees of any member of the ERISAGroup or (ii) has at any time within the preceding five years been maintained, orcontributed to, by any Person which was at such time a member of the ERISA Group foremployees of any Person which was at such time a member of the ERISA Group.
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**     "*PricingSchedule*" means the Schedule attached hereto identified as such.
****     "*PrimeRate*" means the rate of interest publicly announced by Bank of Americafrom time to time as its Prime Rate. The Prime Rate is set by Bank of America based uponvarious factors including Bank of America’s costs and desired return, generaleconomic factors and other factors, and is used as a reference point for pricing someloans, which may be priced at, above, or below such announced rate. Any change in thePrime Rate announced by Bank of America shall take effect at the opening of business onthe day specified in the public announcement of such change.
****     "*RatableShare*" or "***ratable share***" means, on any date ofdetermination for any Bank, (i) at any time prior to termination of the Commitments,the proportion that such Bank’s Commitment bears to the total Commitments, or(ii) at any time on or after termination of the Commitments, the proportion that thesum of outstanding Loans owed to such Bank bears to total Loans outstanding.
****     "*RegulationU*"means Regulation U of the Board of Governors of the Federal ReserveSystem, as in effect from time to time.
****     "*RequiredBanks*" means at any time Banks having at least 66-2/3 % of the aggregateamount of the Commitments or, if the Commitments shall have been terminated, holding Loansevidencing at least 66-2/3% of the aggregate unpaid principal amount of the Loans.
  ****   "*RevolvingCredit Period*" means the period from and including the Effective Date tobut not including the Revolving Termination Date.
****     **"***RevolvingTermination Date***" means the earlier of (i) October 24, 2001 (orsuch later date to which the *Revolving Termination Date* may be extended pursuant to*****Section 2.16*****hereof), or (ii) the effective date of any othertermination, cancellation, or acceleration of all commitments to lend hereunder.
****     "*S&P*"means Standard & Poor’s Ratings Services, a division of The McGraw-HillCompanies, Inc.
****     "*Subsidiary*"means, as to any Person, any corporation or other entity of which securities or otherownership interests having ordinary voting power to elect a majority of the board ofdirectors or other persons performing similar functions are at the time directly orindirectly owned by such Person; unless otherwise specified, "*Subsidiary*"means a Subsidiary of the Borrower.
****     **"***SyndicationAgent***" means First Union National Bank.
****     "*TermLoan Phase*"means the period beginning on the Revolving Termination Dateand ending on the Final Maturity Date (or, if the maturity of the Loans has beenaccelerated to an earlier date, then ending on such earlier date).
****     "*TrustPreferred Securities*" means, with respect to the Borrower, mandatorilyredeemable capital trust securities of trusts which are Subsidiaries and the subordinateddebentures of the Borrower in which the proceeds of the issuance of such capital trustsecurities are invested, including, without limitation, $275,000,000 of such securitiesoutstanding at the Effective Date.
****     "*UnitedStates*" means the United States of America, including the States and theDistrict of Columbia, but excluding its territories and possessions.
8
**     "*Wholly-OwnedConsolidated Subsidiary*" of any Person means any Consolidated Subsidiaryall of the shares of capital stock or other ownership interests of which (exceptdirectors’ qualifying shares) are at the time directly or indirectly owned by suchPerson.
****     SECTION 1.02.**Accounting Terms and Determinations.****Unless otherwise specified herein,all accounting terms used herein shall be interpreted, all accounting determinationshereunder shall be made, and all financial statements required to be delivered hereundershall be prepared in accordance with generally accepted accounting principles as in effectfrom time to time, applied on a basis consistent (except for changes concurred in by theBorrower’s independent public accountants) with the most recent audited consolidatedfinancial statements of the Borrower and its Consolidated Subsidiaries delivered to theBanks; *provided*that, if the Borrower notifies the Administrative Agent that theBorrower wishes to amend any covenant in *Article 5* to eliminate the effect of anychange in generally accepted accounting principles on the operation of such covenant (orif the Administrative Agent notifies the Borrower that the Required Banks wish to amend *Article5* for such purpose), then the Borrower’s compliance with such covenant shall bedetermined on the basis of generally accepted accounting principles in effect immediatelybefore the relevant change in generally accepted accounting principles became effective,until either such notice is withdrawn or such covenant is amended in a manner satisfactoryto the Borrower and the Required Banks.
****     SECTION1.03.  Types of Borrowings*.*The term****"*Borrowing*"****denotes the aggregation of Loans of one or more Banks to be made to the Borrowerpursuant to *****Article 2*****on a single date. Borrowings are classified forpurposes of this Agreement by reference to the pricing of Loans comprising such Borrowing(*e.g.,*a****"*Euro-Dollar Borrowing*"****is a Borrowingcomprised of Euro-Dollar Loans).**ARTICLE 2THE CREDITS****     SECTION2.01.  Commitments to Lend; Term Loans**(a) During the RevolvingCredit Period each Bank severally agrees, on the terms and conditions set forth in thisAgreement, to make loans to the Borrower pursuant to this Section from time to time inamounts such that the aggregate principal amount of Loans by such Bank at any one timeoutstanding shall not exceed the amount of its Commitment. Each Borrowing under thisSection shall be in an aggregate principal amount of $5,000,000 or any larger multiple of$1,000,000 (except that any such Borrowing may be in the aggregate amount available inaccordance with***Section 3.02(b)***) and shall be made from theseveral Banks ratably in proportion to their respective Commitments. Within the foregoinglimits, the Borrower may borrow under this Section, repay, or to the extent permitted by ***Section2.11***, prepay Loans and reborrow at any time during the Revolving CreditPeriod under this Section. 
**          ** (b)   The Commitments shall terminate at the close of business on the RevolvingTermination Date, and amounts repaid on or after the Revolving Termination Date may not bereborrowed.
           (c)   All Loans which are outstanding on the Revolving Termination Date are due andpayable, together with accrued interest thereon, on the Revolving Termination Date unlessBorrower exercises its option to convert such Loans to term loans and extend the maturitydate of such Loans to the date which is the one-year anniversary of the RevolvingTermination Date (the **"*Final Maturity Date*"**). In theevent Borrower elects to exercise its option to extend the maturity date of the Loans,Borrower shall, by written notice received by Administrative Agent (a **"*Noticeof Extension of Maturity Date*")** not less than 20 nor more than 60 daysprior to the Revolving Termination Date, advise the Banks that it shall exercise itsoption to extend the maturity date of the Loans. The Administrative Agent will promptly,and in any event within five Business Days of the receipt of such Notice of Extension ofMaturity Date, notify the Banks**9

of the contents of such notice. Such Notice ofExtension of Maturity Date shall constitute a representation by Borrower that (A) noEvent of Default has occurred and is continuing and (B) the representations andwarranties contained in ***Section 4*** are correct on and as ofthe date of such Notice of Extension of Maturity Date, as though made on and as of suchdate (unless any representation and warranty expressly relates to an earlier date).****     SECTION2.02.  Notice of Borrowing*.*The Borrower shall give theAdministrative Agent notice (a **"Notice of Borrowing"**) not laterthan 10:30 A.M. (New York City time) on (x) the date of each Base Rate Borrowing, and (y)the third Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying:
**        **   (a)   the date of such Borrowing, which shall be a Domestic Business Day in the case ofa Base Rate Borrowing or a Euro-Dollar Business Day in the case of a Euro-DollarBorrowing,
           (b)   the aggregate amount of such Borrowing,
           (c)   whether the Loans comprising such Borrowing are to be Base Rate Loans orEuro-Dollar Loans, and
           (d)   in the case of a Euro-Dollar Borrowing, the duration of the Interest Periodapplicable thereto, subject to the provisions of the definition of Interest Period.
****     SECTION2.03.  Notice to Banks; Funding of Loans. (a) Upon receipt of a Noticeof Borrowing, the Administrative Agent shall promptly notify each Bank of the contentsthereof and of such Bank’s share of such Borrowing and such Notice of Borrowing shallnot thereafter be revocable by the Borrower.
           (b)   Not later than 12:00 Noon (New York City time) on the date of each Borrowing,each Bank shall (except as provided in *subsection (c)* of this Section) makeavailable its share of such Borrowing, in Federal or other funds immediately available tothe Administrative Agent at its address referred to in ***Section 9.01*.**Unless the Administrative Agent determines that any applicable condition specified in ***Article3*** has not been satisfied, the Administrative Agent will make the funds soreceived from the Banks available to the Borrower at the Administrative Agent’saforesaid address.
           (c)   If any Bank makes a new Loan hereunder on a day on which the Borrower is to repayall or any part of an outstanding Loan from such Bank, such Bank shall apply the proceedsof its new Loan to make such repayment and only an amount equal to the difference (if any)between the amount being borrowed and the amount being repaid shall be made available bysuch Bank to the Administrative Agent as provided in *subsection (b)* of thisSection, or remitted by the Borrower to the Administrative Agent as provided in ***Section2.12***, as the case may be.
           (d)   Unless the Administrative Agent shall have received notice from a Bank prior tothe date of any Borrowing that such Bank will not make available to the AdministrativeAgent such Bank’s share of such Borrowing, the Administrative Agent may assume thatsuch Bank has made such share available to the Administrative Agent on the date of suchBorrowing in accordance with *subsections (b)* and *(c)* of this ***Section2.03*** and the Administrative Agent may, in reliance upon such assumption, makeavailable to the Borrower on such date a corresponding amount. If and to the extent thatsuch Bank shall not have so made such share available to the Administrative Agent, suchBank and the Borrower severally agree to repay to the Administrative Agent forthwith ondemand such corresponding amount together with interest thereon, for each day from thedate such amount is made available by Administrative Agent, at (i) in the case of theBorrower, a rate per annum equal to the higher of the Federal Funds Rate and the interestrate applicable thereto pursuant to***Section 2.06***and (ii) in thecase of such Bank, the Federal Funds Rate. If such Bank shall
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repay to the Administrative Agent such correspondingamount, such amount so repaid shall constitute such Bank’s Loan included in suchBorrowing for purposes of this Agreement.

****     SECTION2.04.  Notes.**(a) The Loans of each Bank shall be evidenced byone or more accounts or records maintained by such Bank and by the Administrative Agent inthe ordinary course of business. The accounts or records maintained by the AdministrativeAgent and each Bank shall be conclusive absent manifest error of the amount of the Loansmade by the Banks to the Borrower and the interest and payments thereon. Any failure so torecord or any error in doing so shall not, however, limit or otherwise affect theobligation of the Borrower hereunder to pay any amount owing with respect to the Loans.
           (b)   Each Bank may, by notice to the Borrower and the Administrative Agent, requestthat its Loans be evidenced by a Note in addition to the accounts or records specified in ***Subsection 2.04(a)***.Each such Note shall be in substantially the form of ***Exhibit A***hereto.
           (c)   Upon receipt of each Bank’s Note pursuant to ***Section 3.01(b)***,the Administrative Agent shall forward such Note to such Bank. Each Bank may record thedate, amount, type and maturity of each Loan made by it and the date and amount of eachpayment of principal made by the Borrower with respect thereto, and may, if such Bank soelects in connection with any transfer or enforcement of its Note, endorse on the scheduleforming a part thereof appropriate notations to evidence the foregoing information withrespect to each such Loan then outstanding; *provided*that the failure of any Bankto make any such recordation or endorsement shall not affect the obligations of theBorrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by theBorrower so to endorse its Note and to attach to and make a part of its Note acontinuation of any such schedule as and when required.
****     SECTION2.05.  Maturity of Loans.**Each Loan included in any Borrowingmade pursuant to ***Section 2.01*** shall mature, and the principalamount thereof shall be due and payable, together with accrued interest thereon, on theRevolving Termination Date (or, if Borrower exercises its option pursuant to ***Section2.01(c)***, on the Final Maturity Date). 
****     SECTION2.06.  Interest Rates*.*(a) Each Base Rate Loan shall bearinterest on the outstanding principal amount thereof, for each day from the date such Loanis made until it becomes due, at a rate per annum equal to the sum of the Base Rate Marginfor such day plus the Base Rate for such day. Such interest shall be payable on the lastDomestic Business Day of each calendar quarter. Any overdue principal of or interest onany Base Rate Loan shall bear interest, payable on demand, for each day until paid at arate per annum equal to the sum of 2% plus the rate otherwise applicable to Base RateLoans for such day. **"Base Rate Margin"** means a rate per annumdetermined in accordance with the Pricing Schedule.
           (b)   Each Euro-Dollar Loan shall bear interest on the outstanding principal amountthereof, for each day during the Interest Period applicable thereto, at a rate per annumequal to the sum of the Euro-Dollar Margin for such day plus the Euro-Dollar Rate. Suchinterest shall be payable for each Interest Period on the last day thereof and, if suchInterest Period is longer than three months, at intervals of three months after the firstday thereof.
           (c)   Any overdue principal of or interest on any Euro-Dollar Loan shall bear interest,payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plusthe Euro-Dollar Margin for such day plus the Euro-Dollar Rate applicable to the InterestPeriod for such Loan (or, if the circumstances described in clause (a) or (b) of ***Section8.01*** shall exist, at a rate per annum equal to the sum of 2% plus the rateapplicable to Base Rate Loans for such day).
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           (d)   The Administrative Agent shall determine each interest rate applicable to theLoans hereunder. The Administrative Agent shall give prompt notice to the Borrower and theBanks of each rate of interest so determined, and its determination thereof shall beconclusive in the absence of manifest error.
           (e)   After giving effect to any Borrowing and all interest rate conversions andcontinuations, there shall not be more than 15 Interest Periods in effect.****     SECTION2.07.  Facility Fees.The Borrower shall pay to the Administrative Agentfor the account of the Banks ratably a facility fee at the Facility Fee Rate (determineddaily in accordance with the Pricing Schedule). Such facility fee shall accrue (i) fromand including the Effective Date to but excluding the Revolving Termination Date on thedaily aggregate amount of the Commitments (whether used or unused) and (ii) from andincluding the Revolving Termination Date to but excluding the date the Loans shall berepaid in their entirety, on the daily aggregate outstanding principal amount of theLoans. Accrued fees under this Section shall be payable quarterly in arrears on each March31, June 30, September 30 and December 31, and on the Revolving Termination Date, and onthe Final Maturity Date.
     SECTION2.08.  Utilization Fee. The Borrower shall pay to the Administrative Agent forthe account of each Bank in accordance with its ratable share, a utilization fee of .125% timesthe actual daily aggregate outstanding principal amount of Loans, as follows: (1) from theEffective Date to and including the Revolving Termination Date, said fee shall be payablefor each day that such aggregate outstanding principal amount of the Loans exceeds 50% ofthe Commitments, and (2) from and after the Revolving Termination Date, said fee shall bepayable for each day Loans are outstanding. The utilization fee shall be due and payablequarterly in arrears on each March 31, June 30, September 30 and December 31, commencingwith the first such date to occur after the Effective Date, on the Revolving TerminationDate and, if applicable, on the Final Maturity Date.
****     SECTION2.09.  Optional Termination or Reduction of Commitments.**Duringthe Revolving Credit Period, the Borrower may, upon at least three Domestic BusinessDays’ notice to the Administrative Agent, (i) terminate the Commitments at any time,if no Loans are outstanding at such time or (ii) ratably reduce from time to time by anaggregate amount of $10,000,000 or any larger multiple of $1,000,000, the aggregate amountof the Commitments in excess of the aggregate outstanding principal amount of the Loans.Promptly after receiving a notice pursuant to this subsection, the Administrative Agentshall notify each Bank of the contents thereof.
****     SECTION2.10.  Method of Electing Interest Rates (a) The Loans included in eachGroup of Loans within a Borrowing shall bear interest initially at the type of ratespecified by the Borrower in the applicable Notice of Borrowing. Thereafter, the Borrowermay from time to time elect to change or continue the type of interest rate borne by eachGroup of Loans (subject in each case to the provisions**of **Article 8****), asfollows:
           (i)   if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans    to Euro-Dollar Loans as of any Euro-Dollar Business Day;
           (ii)   if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans    to Base Rate Loans or elect to continue such Loans as Euro-Dollar Loans for an additional    Interest Period, in each case effective on the last day of the then current Interest    Period applicable to such Loans.
Each such election shall be made by delivering a notice (a **"*Noticeof Interest Rate Election*"**) to the Administrative Agent not later than10:30 A.M. (New York City time) three Euro-Dollar Business Days in

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the case of conversion to or continuation of aEuro-Dollar Loan, before the conversion or continuation selected in such notice is to beeffective. A Notice of Interest Rate Election may, if it so specifies, apply to only aportion of the aggregate principal amount of the relevant Group of Loans; provided that(i) such portion is allocated ratably among the Loans comprising such Group and (ii) theportion to which such Notice applies, and the remaining portion to which it does notapply, are each $5,000,000 or any larger multiple of $1,000,000.

           (b)   Each Notice of Interest Rate Election shall specify:
          (i)   the Group of Loans (or portion thereof) to which such notice applies;
          (ii)   the date on which the conversion or continuation selected in such notice is to be    effective, which shall comply with the applicable clause of subsection (a) above;
          (iii)   if the Loans comprising such Group are to be converted, the new type of Loans    and, if such new Loans are Euro-Dollar Loans, the duration of the initial Interest Period    applicable thereto; and
          (iv)   if such Loans are to be continued as Euro-Dollar Loans for an additional Interest    Period, the duration of such additional Interest Period.
Each Interest Period specified in a Notice of Interest Rate Electionshall comply with the provisions of the definition of Interest Period.

           (c)   Upon receipt of a Notice of Interest Rate Election from the Borrower pursuant tosubsection (a) above, the Administrative Agent shall promptly notify each Bank of thecontents thereof and such notice shall not thereafter be revocable by such Borrower. Ifupon the expiration of any Interest Period applicable to Euro-Dollar Loans, the Borrowerhas failed to select timely a new Interest Period to be applicable to such Euro-DollarLoans, the Borrower shall be deemed to have submitted a Notice of Interest Rate Electionelecting to convert such Euro-Dollar Loans into Base Rate Loans effective as of theexpiration date of such Interest Period.
****     SECTION2.11.  Optional Prepayments. (a) The Borrower may, upon at least oneDomestic Business Day’s notice by 11:00 A.M. (New York City time) to theAdministrative Agent, prepay any Base Rate Borrowing in whole at any time, or from time totime in part in amounts aggregating $5,000,000 or any larger multiple of $1,000,000, bypaying the principal amount to be prepaid together with accrued interest thereon to thedate of prepayment. Each such optional prepayment shall be applied to prepay ratably theBase Rate Loans of the several Banks included in such Borrowing.
**           **(b)   Subject to*****Section 2.13*****, the Borrower may, upon at leastthree Euro-Dollar Business Days’ notice to the Administrative Agent prepay anyEuro-Dollar Borrowing, in whole at any time, or from time to time in part in amountsaggregating $5,000,000 or any larger multiple of $1,000,000, by paying the principalamount to be prepaid together with accrued interest thereon to the date of prepayment.Each such optional prepayment shall be applied to prepay ratably the Loans of the severalBanks included in such Borrowing.
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           (c)   Upon receipt of a notice of prepayment pursuant to this Section, theAdministrative Agent shall promptly notify each Bank of the contents thereof and of suchBank’s ratable share (if any) of such prepayment and such notice shall not thereafterbe revocable by the Borrower.
    ** **SECTION2.12.  General Provisions as to Payments.**(a) The Borrower shall makeeach payment of principal of, and interest on, the Loans and of fees hereunder, withoutany set-off or counterclaim, not later than 12:00 Noon (New York City time) on the datewhen due, in Federal or other funds immediately available, to the Administrative Agent atits address referred to in ***Section 9.01*.** The Administrative Agentwill promptly distribute to each Bank its ratable share of each such payment received bythe Administrative Agent for the account of the Banks. Whenever any payment of principalof, or interest on, the Base Rate Loans or of fees shall be due on a day which is not aDomestic Business Day, the date for payment thereof shall be extended to the nextsucceeding Domestic Business Day. Whenever any payment of principal of, or interest on,the Euro-Dollar Loans shall be due on a day which is not a Euro-Dollar Business Day, thedate for payment thereof shall be extended to the next succeeding Euro-Dollar Business Dayunless such Euro-Dollar Business Day falls in another calendar month, in which case thedate for payment thereof shall be the next preceding Euro-Dollar Business Day. If the datefor any payment of principal is extended by operation of law or otherwise, interestthereon shall be payable for such extended time.
           (b)   Unless the Administrative Agent shall have received notice from the Borrowerprior to the date on which any payment is due to the Banks hereunder that the Borrowerwill not make such payment in full, the Administrative Agent may assume that the Borrowerhas made such payment in full to the Administrative Agent on such date and theAdministrative Agent may, in reliance upon such assumption, cause to be distributed toeach Bank on such due date an amount equal to the amount then due such Bank. If and to theextent that the Borrower shall not have so made such payment, each Bank shall repay to theAdministrative Agent forthwith on demand such amount distributed to such Bank togetherwith interest thereon, for each day from the date such amount is distributed to such Bankuntil the date such Bank repays such amount to the Administrative Agent, at the FederalFunds Rate.
    ** SECTION2.13.  Funding Losses.**If the Borrower makes any payment ofprincipal with respect to any Euro-Dollar Loan (pursuant to ***Article 2*, *6*or *8*** or otherwise) on any day other than the last day of the InterestPeriod applicable thereto or if the Borrower fails to borrow, convert, continue or prepayany Euro-Dollar Loans after notice has been given to any Bank in accordance with ***Section2.03(a)*, *2.10(a)*, or *2.11(c)***, the Borrower shall reimburse eachBank within 15 days after demand for any resulting loss or expense incurred by it (or byan existing or prospective Participant in the related Loan), including (withoutlimitation) any loss incurred in obtaining, liquidating or employing deposits from thirdparties, but excluding loss of margin for the period after any such payment or failure toborrow, convert, continue or prepay, *provided*that such Bank shall have deliveredto the Borrower a certificate setting forth in reasonable detail the amount of such lossor expense, which certificate shall be conclusive in the absence of manifest error.
     **SECTION2.14.  Computation of Interest and Fees**.**Interest based on thePrime Rate hereunder shall be computed on the basis of a year of 365 days (or 366 days ina leap year) and paid for the actual number of days elapsed (including the first day butexcluding the last day). All other interest and fees shall be computed on the basis of ayear of 360 days and paid for the actual number of days elapsed (including the first daybut excluding the last day).
     **SECTION2.15.  Regulation D Compensation.****For so long as any Bankmaintains reserves against **"*Eurocurrency liabilities*"**(or any other category of liabilities which includes deposits by reference to which theinterest rate on Euro-Dollar Loans is determined or any category of extensions of creditor other assets which includes loans by a non-United States office of such Bank to UnitedStates residents), and as a result the cost to such Bank (or its Euro-Dollar LendingOffice) of making or maintaining its Euro-Dollar Loans
14

is increased, then such Bank may require the Borrower topay, contemporaneously with each payment of interest on the Euro-Dollar Loans, additionalinterest on the related Euro-Dollar Loan of such Bank at a rate per annum up to but notexceeding the excess of (i) (A) the applicable Euro-Dollar Rate divided by (B) one *minus*the Euro-Dollar Reserve Percentage over (ii) the applicable Euro-Dollar Rate. Any Bankwishing to require payment of such additional interest (x) shall so notify the Borrowerand the Administrative Agent, in which case such additional interest on the Euro-DollarLoans of such Bank shall be payable to such Bank at the place indicated in such noticewith respect to each Interest Period commencing at least three Euro-Dollar Business Daysafter the giving of such notice and (y) shall furnish to the Borrower at least fiveEuro-Dollar Business Days prior to each date on which interest is payable on theEuro-Dollar Loans an officer’s certificate setting forth the amount to which suchBank is then entitled under this Section (which shall be consistent with such Bank’sgood faith estimate of the level at which the related reserves are maintained by it). Eachsuch certificate shall be accompanied by such information as the Borrower may reasonablyrequest as to the computation set forth therein.

    ** SECTION2.16.  Extensions of Revolving Termination Date; Removal of Lenders.(a) The Borrower may, by written notice to the Administrative Agent (a **"*Noticeof Extension of Revolving Termination Date"***) given not less than 30 normore than 45 days prior to the then effective Revolving Termination Date, advise the Banksthat it requests an extension of the then effective Revolving Termination Date (such theneffective Revolving Termination Date being the **"*Existing RevolvingTermination Date*"**) by 364 calendar days, effective on the ExistingRevolving Termination Date. The Administrative Agent will promptly, and in any eventwithin five Business Days of the receipt of such Notice of Extension of RevolvingTermination Date, notify the Banks of the contents of such Notice of Extension ofRevolving Termination Date.
     (b)   Each Notice ofExtension of Revolving Termination Date shall (i) be irrevocable and (ii) constitute arepresentation by the Borrower that (A) no Default has occurred and is continuing, and (B)the representations and warranties contained in ***Section 4*** arecorrect on and as of the date of such Notice of Extension of Revolving Termination Date,as though made on and as of such date (unless any representation and warranty expresslyrelates to an earlier date). In the event the Revolving Termination Date is extendedpursuant to the terms of this Section 2.16, the Borrower shall be deemed to represent onand as of the effective date of such extension that (A) no Default has occurred and iscontinuing, and (B) the representations and warranties contained in ***Section 4***are correct on and as of that date, as though made on and as of such date (unless anyrepresentation and warranty expressly relates to an earlier date).
     (c)   In the event a Noticeof Extension of Revolving Termination Date is given to the Administrative Agent asprovided in***Section 2.16(a)*** and the Administrative Agent notifiesthe Banks of the contents thereof, each Bank shall on or before the 20th daynext preceding the Existing Revolving Termination Date advise the Administrative Agent inwriting whether or not such Bank consents to the extension requested thereby and if anyBank fails so to advise the Administrative Agent, such Bank shall be deemed to have notconsented to such extension. If Banks holding 80% or more of the aggregate amount of theCommitments so consent (the **"*Consenting Banks*"**) to suchextension and any and all Banks who have not consented (the **"*Non-ConsentingBanks*"**) are replaced in accordance with the terms hereof, the RevolvingTermination Date, and the Commitments of the Consenting Banks and the Nominees (as definedin ***Section 2.16(e)***below) shall be automatically extended 364calendar days past the Existing Revolving Termination Date, effective on the ExistingRevolving Termination Date. The Administrative Agent shall promptly notify the Borrowerand all of the Banks of the effective date of any extension pursuant to this ***Section2.16(c)***.
     (d)   In the event theConsenting Banks hold less than 100% of the aggregate amount of the Commitments, theConsenting Banks, or any of them, shall have the right (but not the obligation) to assume
15

all or any portion of the Non-Consenting Banks’Commitments by giving written notice to the Borrower and the Administrative Agent of theirelection to do so on or before the 15th day next preceding the ExistingRevolving Termination Date, which notice shall be irrevocable and shall constitute anundertaking to (i) assume, as of the close of business on the Existing RevolvingTermination Date, all or such portion of the Commitments of the Non-Consenting Banks, asthe case may be, as may be specified in such written notice, and (ii) purchase (withoutrecourse) from the Non-Consenting Banks, at the close of business on the ExistingRevolving Termination Date, the Loans outstanding on the Existing Revolving TerminationDate that correspond to the portion of the Commitments to be so assumed at a price equalto the sum of (x) the unpaid principal amount of all Loans so purchased, plus (y) theaggregate amount, if any, previously funded by the transferor or any participations sopurchased, plus (z) all accrued and unpaid interest thereon. Such Commitments andoutstanding Loans, or portion thereof, to be assumed and purchased by Consenting Banksshall be allocated among those Consenting Banks who have so elected to assume the same prorata in accordance with the respective Commitments of such Consenting Banks as of theExisting Revolving Termination Date (*provided*, *however*, in no event shall aConsenting Bank be required to assume and purchase an amount or portion of the Commitmentsand outstanding Loans of the Non-Consenting Banks in excess of the amount which suchConsenting Bank agreed to assume and purchase pursuant to the immediately precedingsentence) or on such other basis as such Consenting Bank shall agree. The AdministrativeAgent shall promptly notify the Borrower and the other Consenting Banks of the allocationsmade among the Consenting Banks pursuant to this ***Section 2.16(d)*.**

     (e)   In the event that theConsenting Banks shall not elect as provided in***Section 2.16(d)*** toassume and purchase all of the Non-Consenting Banks’ Commitments and outstandingLoans, the Borrower may designate, by written notice to the Administrative Agent and theConsenting Banks given on or before the tenth day next preceding the Existing RevolvingTermination Date, one or more Assignees not a party to this Agreement (individually, a **"*Nominee*"**and collectively, the **"*Nominees*"**) to assume all or anyportion of the Non-Consenting Banks’ Commitments not to be assumed by the ConsentingBanks and to purchase (without recourse) from the Non-Consenting Banks all Loansoutstanding at the close of business on the Existing Revolving Termination Date thatcorrespond to the portion of the Commitments so to be assumed at the price specified in ***Section2.16(d)***. Each assumption and purchase under this ***Section 2.16(e)***shall be effective as of the close of business on the Existing Revolving Termination Datewhen each of the following conditions has been satisfied in a manner satisfactory to theAdministrative Agent:
     (i)   each Nominee and the Non-Consenting Banks have executed an Assignment and    Assumption in substantially the form of ***Exhibit D***hereto pursuant    to which such Nominee shall (A) assume in writing its share of the obligations of the    Non-Consenting Banks hereunder, including its share of the Commitments of the    Non-Consenting Banks, and (B) agree to be bound as a Bank by the terms of this Agreement;    and
     (ii)   each Nominee shall have completed and delivered to the Administrative Agent an    Administrative Questionnaire.
     (f)   In the event that theConsenting Banks shall not elect as provided in ***Section 2.16(d)*** toassume all of the Non-Consenting Banks’ Commitments and the Borrower shall not haveeffectively designated one or more Nominees to assume the Commitments of and purchase theoutstanding Loans of the Non-Consenting Banks as contemplated by ***Section2.16(e)***, there shall be no extension of the Existing Revolving TerminationDate. 
16

ARTICLE 3CONDITIONS

     **SECTION3.01.  Effectiveness.****This Agreement shall become effective uponreceipt by the Administrative Agent of the following documents, each dated the EffectiveDate unless otherwise indicated:
           (a)   counterparts hereof signed by each of the parties hereto (or, in the case of anyparty as to which an executed counterpart shall not have been received, receipt by theAdministrative Agent in form satisfactory to it of facsimile or other written confirmationfrom such party of execution of a counterpart hereof by such party);
           (b)   a duly executed Note for the account of each Bank requesting a Note dated on orbefore the Effective Date complying with the provisions of ***Section 2.04***;
           (c)   opinions of Polsinelli Shalton & Welte, P.C., Kansas counsel for theBorrower, and Bracewell & Patterson, L.L.P., counsel for the Borrower, substantiallyin the respective forms of ***Exhibits B*** and ***C***hereto;
           (d)   evidence satisfactory to the Administrative Agent of the termination of thecommitments to lend, and payment of all principal of and interest on any loans outstandingand of all fees accrued, under the Existing Agreement;
           (e)   evidence satisfactory to the Administrative Agent that the Borrower shall havepaid or shall concurrently pay all fees then due and payable to the Administrative Agentfor the account of any Agent or Bank, as previously agreed;
           (f)   a certificate of the chief financial officer of the Borrower certifying that nomaterial adverse change has occurred since June 30, 2000 in the business, assets,liabilities (actual or contingent), operations or condition (financial or otherwise) ofthe Borrower and its Subsidiaries taken as a whole, or in the facts and informationregarding such entities as represented to date, taken as a whole; and
           (g)   all documents the Administrative Agent may reasonably request relating to theexistence of the Borrower, the corporate authority for and the validity of this Agreementand the Notes, and any other matters relevant hereto, all in form and substancesatisfactory to the Administrative Agent.
     The AdministrativeAgent shall promptly notify the Borrower and each Bank of the effectiveness of thisAgreement, and such notice shall be conclusive and binding on all parties hereto. TheBanks which are parties to the Existing Agreement and the Borrower agree that theCommitments as defined in the Existing Agreement shall terminate automatically on theEffective Date without need for further action by any party to the Existing Agreement.
     **SECTION3.02.  Borrowings.****The obligation of any Bank to make a Loan onthe occasion of any Borrowing is subject to the satisfaction of the following conditions:
           (a)   receipt by the Administrative Agent of a Notice of Borrowing as required by ***Section 2.02***;
           (b)   the fact that, immediately after such Borrowing, the aggregate outstandingprincipal amount of the Loans will not exceed the aggregate amount of the Commitments;
17

           (c)   the fact that, immediately before and after such Borrowing, no Default shall haveoccurred and be continuing; and
           (d)   the fact that the representations and warranties of the Borrower contained inthis Agreement shall be true on and as of the date of such Borrowing.
     Each Borrowinghereunder shall be deemed to be a representation and warranty by the Borrower on the dateof such Borrowing as to the facts specified in *clauses (b), (c)* and *(d)*of this Section.
ARTICLE 4REPRESENTATIONS AND WARRANTIES

     The Borrowerrepresents and warrants that:
     **SECTION4.01.  Corporate Existence and Power.****The Borrower is acorporation duly incorporated, validly existing and in good standing under the laws ofKansas, and has all corporate powers and all material governmental licenses,authorizations, consents and approvals required to carry on its business as now conducted.
   **  SECTION4.02.  Corporate and Governmental Authorization; No Contravention.**Theexecution, delivery and performance by the Borrower of this Agreement and any Notes arewithin the Borrower’s corporate powers, have been duly authorized by all necessarycorporate action, require no action by or in respect of, or filing with, any governmentalbody, agency or official (other than filings of this Agreement and the Notes with theSecurities and Exchange Commission pursuant to the reporting requirements of theSecurities Exchange Act of 1934) and do not contravene, or constitute a default under, anyprovision of applicable law or regulation or of the articles of incorporation or by-lawsof the Borrower or of any material agreement, judgment, injunction, order, decree or otherinstrument binding upon the Borrower or any of its Subsidiaries or result in the creationor imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.
     **SECTION4.03.  Binding Effect.****This Agreement constitutes a valid andbinding agreement of the Borrower and each Note, when executed and delivered in accordancewith this Agreement, will constitute a valid and binding obligation of the Borrower, ineach case enforceable in accordance with its terms.
     **SECTION4.04.  Financial Information*.***(a) The consolidated balance sheetof the Borrower and its Consolidated Subsidiaries as of December 31, 1999 and the relatedconsolidated statements of income, cash flows and common stockholders’ equity for thefiscal year then ended, reported on by PricewaterhouseCoopers LLP and set forth in theBorrower’s 1999 Form 10-K, a copy of which has been delivered to each of the Banks,fairly present, in conformity with generally accepted accounting principles, theconsolidated financial position of the Borrower and its Consolidated Subsidiaries as ofsuch date and their consolidated results of operations and cash flows for such fiscalyear.
           (b)   The unaudited consolidated balance sheet of the Borrower and its ConsolidatedSubsidiaries as of June 30, 2000 and the related unaudited consolidated statements ofincome and cash flows for the six months then ended, set forth in the Borrower’sLatest Form 10-Q, a copy of which has been delivered to each of the Banks, fairly present,in conformity with generally accepted accounting principles applied on a basis consistentwith the financial statements referred to in *subsection (a)* of this Section, theconsolidated financial position of the Borrower and its Consolidated Subsidiaries as ofsuch date and their
18

consolidated results of operations and cash flows forsuch six-month period (subject to normal year-end adjustments).

           (c)   Since June 30, 2000 there has been no material adverse change in the business,financial position, results of operations or prospects of the Borrower and itsConsolidated Subsidiaries, considered as a whole.
    ** SECTION4.05.  Litigation*.*Except as disclosed in the most recent AnnualReport on Form 10-K delivered by the Borrower to the Banks, there is no action, suit orproceeding pending against, or to the knowledge of the Borrower threatened against oraffecting, the Borrower or any of its Subsidiaries before any court or arbitrator or anygovernmental body, agency or official in which there is a reasonable possibility of anadverse decision which would materially adversely affect the business, consolidatedfinancial position or consolidated results of operations of the Borrower and itsConsolidated Subsidiaries, considered as a whole, or which in any manner draws intoquestion the validity of this Agreement or the Notes.
    ** SECTION4.06.  Compliance with ERISA*.*Each member of the ERISA Group hasfulfilled its obligations under the minimum funding standards of ERISA and the InternalRevenue Code with respect to each Plan and is in compliance in all material respects withthe presently applicable provisions of ERISA and the Internal Revenue Code with respect toeach Plan. No member of the ERISA Group has (i) sought a waiver of the minimum fundingstandard under Section 412 of the Internal Revenue Code in respect of any Plan, (ii)failed to make any contribution or payment to any Plan or Multiemployer Plan or in respectof any Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement,which has resulted or could result in the imposition of a Lien or the posting of a bond orother security under ERISA or the Internal Revenue Code or (iii) incurred any liabilityunder Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007of ERISA, which waiver, failure or liability could reasonably be expected to materiallyadversely affect the business, consolidated financial position or consolidated results ofoperations of the Borrower and its Consolidated Subsidiaries, considered as a whole.
     **SECTION4.07.  Environmental Matters.** In the ordinary course of its business,the Borrower conducts an ongoing review of the effect of Environmental Laws on thebusiness, operations and properties of the Borrower and its Subsidiaries, in the course ofwhich it identifies and evaluates associated liabilities and costs (including, withoutlimitation, any capital or operating expenditures required for clean-up or closure ofproperties presently or previously owned, any capital or operating expenditures requiredto achieve or maintain compliance with environmental protection standards imposed by lawor as a condition of any license, permit or contract, any related constraints on operatingactivities, including any periodic or permanent shutdown of any facility or reduction inthe level of or change in the nature of operations conducted thereat, any costs orliabilities in connection with off-site disposal of wastes or Hazardous Substances, andany actual or potential liabilities to third parties, including employees, and any relatedcosts and expenses). On the basis of this review, the Borrower has reasonably concludedthat such associated liabilities and costs, including the costs of compliance withEnvironmental Laws, are unlikely to have a material adverse effect on the business,financial condition, results of operations or prospects of the Borrower and itsConsolidated Subsidiaries, considered as a whole.
    ** SECTION4.08.  Taxes.**The Borrower and its Subsidiaries have filed allUnited States Federal income tax returns and all other material tax returns which arerequired to be filed by them and have paid all taxes shown to be due on such returns orpursuant to any assessment received by the Borrower or any Subsidiary to the extent thatsuch taxes have become due and before they have become delinquent, except such taxes asare being contested in good faith by appropriate proceedings for which adequate reserveshave been established in accordance with generally accepted accounting principles.
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     **SECTION4.09.  Subsidiaries*.***Each of the Borrower’s corporateMaterial Subsidiaries is a corporation duly incorporated, validly existing and in goodstanding under the laws of its jurisdiction of incorporation, and has all corporate powersand all material governmental licenses, authorizations, consents and approvals required tocarry on its business as now conducted.
     **SECTION4.10.  Margin Regulations; Not an Investment Company.**
 

           (a)   Neither the Borrower nor any agent acting on its behalf has taken or will takeany action which might cause this Agreement to violate Regulation T,Regulation U or Regulation X, or any other regulation of the Federal ReserveBoard or to violate the Securities Exchange Act of 1934. Margin stock does not constitutemore than 25% of the assets of the Borrower and its Subsidiaries.
           (b)   The Borrower is not an**"*investment company*"** orcontrolled by an**"*investment company*"**within the meaningof the Investment Company Act of 1940, as amended.
     **SECTION4.11.  Full Disclosure.****All information heretofore furnished bythe Borrower to any Agent or any Bank for purposes of or in connection with this Agreementor any transaction contemplated hereby is, and all such information hereafter furnished bythe Borrower to any Agent or any Bank will be, true and accurate in all material respectson the date as of which such information is stated or certified. The Borrower hasdisclosed to the Banks in writing any and all facts peculiar to the business of theCompany or any of its Subsidiaries which materially and adversely affect or may affect (tothe extent the Borrower can now reasonably foresee), the business, operations or financialcondition of the Borrower and its Consolidated Subsidiaries, taken as a whole, or theability of the Borrower to perform its obligations under this Agreement.
ARTICLE 5COVENANTS

     The Borrower agreesthat, so long as any Bank has any Commitment hereunder or any amount payable hereunderremains unpaid:
     SECTION5.01.  Information.**The Borrower will deliver to each of the Banks:
           (a)   as soon as available and in any event within 100 days after the end of eachfiscal year of the Borrower, a consolidated balance sheet of the Borrower and itsConsolidated Subsidiaries as of the end of such fiscal year and the related consolidatedstatements of income, cash flows and common stockholder’s equity for such fiscalyear, setting forth in each case in comparative form the figures for the previous fiscalyear, all audited by PricewaterhouseCoopers LLP or other independent public accountants ofnationally recognized standing; *provided, however,*that delivery pursuant to clause(g) below of copies of the Annual Report on Form 10 K (without exhibits) of the Borrowerfor such fiscal year filed with the Securities and Exchange Commission shall be deemed tosatisfy the requirements of this clause (a);
           (b)   as soon as available and in any event within 50 days after the end of each of thefirst three quarters of each fiscal year of the Borrower, a consolidated balance sheet ofthe Borrower and its Consolidated Subsidiaries as of the end of such quarter and therelated consolidated statements of income and cash flows for such quarter (in the case ofsuch statements of income) and for the portion of the Borrower’s fiscal year ended atthe end of such quarter, setting forth in the case of such income and cash flows incomparative form the figures for the corresponding quarter (in the case of such statementsof income) and the corresponding portion of the Borrower’s previous fiscal year, allcertified (subject to normal year-end adjustments) as to fairness of presentation,generally accepted accounting principles and
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consistency by an authorized financial or accountingofficer of the Borrower; *provided, however,*that delivery pursuant to clause (g)below of copies of the Quarterly Report on Form 10-Q (without exhibits) of the Borrowerfor such quarter filed with the Securities and Exchange Commission shall be deemed tosatisfy the requirements of this clause (b);

           (c)   simultaneously with the delivery of each set of financial statements referred toin clauses (a) and (b) above, a certificate of the Borrower signed by an authorizedfinancial or accounting officer of the Borrower (i) setting forth in reasonable detail thecalculations required to establish whether the Borrower was in compliance with therequirements of *Section 5.07* and, if applicable, *Sections 5.08* and *5.09*on the date of such financial statements, (ii) stating whether any Default exists on thedate of such certificate and, if any Default then exists, setting forth the detailsthereof and the action which the Borrower is taking or proposes to take with respectthereto, and (iii) during the Term Loan Phase, certifying that all representations andwarranties of the Borrower set forth in *Article 4* of this Agreement are true andcorrect on and as of the date of such certificate as if made on such date;
           (d)   simultaneously with the delivery of each set of financial statements referred toin clause (a) above, a statement of the firm of independent public accountants whichreported on such statements (i) whether anything has come to their attention to cause themto believe that any Default existed on the date of such statements and (ii) confirming thecalculations set forth in the officer’s certificate delivered simultaneouslytherewith pursuant to clause (c) above; *provided, however,*that such accountantsshall not be liable to anyone by reason of their failure to obtain knowledge of anyDefault which would not be disclosed in the course of an audit conducted in accordancewith generally accepted auditing standards;
           (e)   within five Domestic Business Days after any officer of the Borrower obtainsknowledge of any Default, if such Default is then continuing, a certificate of the chieffinancial officer or the chief accounting officer of the Borrower setting forth thedetails thereof and the action which the Borrower is taking or proposes to take withrespect thereto;
           (f)   promptly upon the mailing thereof to the public shareholders of the Borrowergenerally, copies of all financial statements, reports and proxy statements so mailed;
           (g)   promptly upon the filing thereof, copies of all registration statements (otherthan the exhibits thereto and any registration statements on Form S-8 or its equivalent)and reports on Forms 10-K, 10-Q and 8-K (or their equivalents, in each case withoutexhibits) which the Borrower shall have filed with the Securities and Exchange Commission;
           (h)   if and when any member of the ERISA Group (i) gives or is required to give noticeto the PBGC of any**"*reportable event*"** (as defined inSection 4043 of ERISA) (other than such event as to which the 30-day notice requirement iswaived or which is triggered by the Acquisition) with respect to any Plan which mightconstitute grounds for a termination of such Plan under Title IV of ERISA, or knows thatthe plan administrator of any Plan has given or is required to give notice of any suchreportable event, a copy of the notice of such reportable event given or required to begiven to the PBGC; (ii) receives notice of complete or partial withdrawal liability underTitle IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolventor has been terminated, a copy of such notice; (iii) receives notice from the PBGC underTitle IV of ERISA of an intent to terminate, impose liability (other than for premiumsunder Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, acopy of such notice; (iv) applies for a waiver of the minimum funding standard underSection 412 of the Internal Revenue Code, a copy of such application; (v) gives notice ofintent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice andother information filed with the PBGC; (vi) gives notice of withdrawal from any Planpursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make anypayment or
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contribution to any Plan or Multiemployer Plan or inrespect of any Benefit Arrangement or makes any amendment to any Plan or BenefitArrangement which has resulted or could result in the imposition of a Lien or the postingof a bond or other security, a certificate of the chief financial officer or the chiefaccounting officer of the Borrower setting forth details as to such occurrence and action,if any, which the Borrower or applicable member of the ERISA Group is required or proposesto take; and

           (i)   from time to time such additional information regarding the financial position orbusiness of the Borrower and its Subsidiaries as the Administrative Agent, at the requestof any Bank, may reasonably request.
     Informationrequired to be delivered pursuant to clauses 5.01(a), 5.01(b), 5.01(f) or 5.01(g) aboveshall be deemed to have been delivered on the date on which the Borrower provides noticeto the Banks that such information has been posted on the Borrower’s website on theInternet at the website address listed on the signature pages hereof, atsec.gov/edaux/searches.htm or at another website identified in such notice and accessibleby the Banks without charge; *provided*that (i) such notice may be included in acertificate delivered pursuant to clause 5.01(c) and (ii) the Borrower shall deliver papercopies of the information referred to in clauses 5.01(a), 5.01(b), 5.01(f) or 5.01(g) toany Bank which requests such delivery.
    ** SECTION5.02.  Payment of Obligations.**The Borrower will pay anddischarge, and will cause each Subsidiary to pay and discharge, at or before maturity, alltheir respective material obligations and liabilities, including, without limitation, taxliabilities, except where the same may be contested in good faith by appropriateproceedings, and will maintain, and will cause each Subsidiary to maintain, in accordancewith generally accepted accounting principles, appropriate reserves for the accrual of anyof the same.
    ** SECTION5.03.  Maintenance of Property; Insurance*.*(a) The Borrower willkeep, and will cause each Subsidiary to keep, all property useful and necessary in itsbusiness in good working order and condition, ordinary wear and tear excepted.
           (b)   The Borrower will maintain or cause to be maintained with, in the good faithjudgment of the Borrower, financially sound and reputable insurers, or throughself-insurance, insurance with respect to its properties and business and the propertiesand businesses of its Subsidiaries against loss or damage of the kinds customarily insuredagainst by corporations of established reputation engaged in the same or similar businessand similarly situated, of such types and in such amounts as are customarily carried undersimilar circumstances by such other corporations. Such insurance may includeself-insurance or be subject to co-insurance, deductibility or similar clauses which, ineffect, result in self-insurance of certain losses, *provided*that suchself-insurance is in accord with the approved practices of corporations similarly situatedand adequate insurance reserves are maintained in connection with such self-insurance,and, notwithstanding the foregoing provisions of this *Section 5.03* the Borrower orany Subsidiary may effect workers’ compensation or similar insurance in respect ofoperations in any state or other jurisdiction either through an insurance fund operated bysuch state or other jurisdiction or by causing to be maintained a system or systems ofself-insurance in accord with applicable laws.
    ** SECTION5.04.  Conduct of Business and Maintenance of Existence.**TheBorrower will continue, and will cause each Material Subsidiary to continue, to engage inbusiness of the same general type as now conducted by the Borrower and its Subsidiaries,and will preserve, renew and keep in full force and effect, and will cause each Subsidiaryto preserve, renew and keep in full force and effect their respective corporate existenceand their respective rights, privileges and franchises necessary or desirable in thenormal conduct of business; *provided*that nothing in this ***Section 5.04***shall prohibit (i) the merger of a Subsidiary into the Borrower or the merger orconsolidation of a Subsidiary with or into another Person if the corporation survivingsuch consolidation or merger is a Subsidiary and if, in each case, after giving effect
22

thereto, no Default shall have occurred and becontinuing, (ii) the sale or other disposition (whether by merger or otherwise) of thecapital stock or assets of any Subsidiary, if such transaction complies with theprovisions of ***Section 5.10*** or (iii) the termination of thecorporate existence of any Subsidiary if the Borrower in good faith determines that suchtermination is in the best interest of the Borrower and is not materially disadvantageousto the Banks.

    ** SECTION5.05.  Compliance with Laws*.*The Borrower will comply, and causeeach Subsidiary to comply, in all respects with all applicable laws, ordinances, rules,regulations, and requirements of governmental authorities (including, without limitation,Environmental Laws and ERISA and the rules and regulations thereunder) except (i) wherethe necessity of compliance therewith is contested in good faith by appropriateproceedings or (ii) where failure to comply could not reasonably be expected to materiallyadversely affect the business, consolidated financial position or consolidated results ofoperations of the Borrower and its Consolidated Subsidiaries, considered as a whole.
     **SECTION5.06.  Inspection of Property, Books and Records***.*The Borrowerwill keep, and will cause each Subsidiary to keep, proper books of record and account inwhich full, true and correct entries, as required by generally accepted accountingprinciples, shall be made of all dealings and transactions in relation to its business andactivities; and will permit, and will cause each Subsidiary to permit, representatives ofany Bank at such Bank’s expense to visit and inspect any of their respectiveproperties, to examine and make abstracts from any of their respective books and records(subject to compliance with confidentiality agreements, copyrights and the like) and todiscuss their respective affairs, finances and accounts with their respective officers,employees and independent public accountants, all at such reasonable times and as often asmay reasonably be desired.
     **SECTION5.07.  Debt.** (a) Consolidated Debt of the Borrower will at no timeexceed 68.0% of Consolidated Total Capitalization.
           (b)   Total Debt of all Consolidated Subsidiaries (excluding Debt of a ConsolidatedSubsidiary of the Borrower to the Borrower or to another Consolidated Subsidiary of theBorrower) will at no time exceed 10% of Consolidated Debt of the Borrower.
           (c)   Consolidated Debt of each Material Subsidiary will at no time exceed 65% of theConsolidated Total Capitalization of such Material Subsidiary.
     **SECTION5.08.  Minimum Net Worth*.*Consolidated Net Worth will at no timebe less than an amount equal to the sum of (a) $1,236,000,000 plus (b) 50% of ConsolidatedNet Income for each fiscal quarter of the Borrower ending after December 30, 1999 (butonly if such Consolidated Net Income for such fiscal quarter is a positive amount).
     **SECTION5.09.  Negative Pledge**. Neither the Borrower nor any Subsidiary willcreate, assume or suffer to exist any Lien on any asset now owned or hereafter acquired byit, except:
           (a)   Liens on assets of any Person existing at the time such Person becomes aSubsidiary and not created in contemplation of such event, provided that any such Liencovers only property or assets that were covered at the time such Person becomes aSubsidiary and such Lien secures only Debt that was secured at the time such Personbecomes a Subsidiary;
           (b)   Liens arising in the ordinary course of its business which (i) do not secure Debtor Derivatives Obligations, (ii) do not secure obligations in an aggregate amountexceeding $150,000,000 and
23

(iii) do not in the aggregate materially detract fromthe value of its assets or materially impair the use thereof in the operation of itsbusiness;

           (c)   Liens on cash and cash equivalents securing Derivatives Obligations, *provided*thatthe aggregate amount of cash and cash equivalents subject to such Liens may at no timeexceed $75,000,000;
           (d)   statutory or common law Liens of or upon deposits of cash in favor of banks orother depository institutions; and
           (e)   Liens not otherwise permitted by the foregoing clauses of this Section securingDebt in an aggregate principal or face amount at any date not to exceed 10% ofConsolidated Net Worth of the Borrower.
    ** SECTION5.10.  Consolidations, Mergers and Sales of Assets*.*The Borrowerwill not (i) consolidate or merge with or into any other Person or (ii) sell, lease orotherwise transfer, directly or indirectly, all or substantially all of its assets to anyother Person, unless:
          (i)   immediately after giving effect to the transaction, no Default shall have    occurred and be continuing; and
          (ii)   except in the case of a merger in which the Borrower is the surviving    corporation:
          (x)   the Person formed by or surviving such transaction, in the case of a        consolidation or merger, and the transferee, in the case of a transfer, assumes all        obligations of the Borrower hereunder and under any Notes;
          (y)   the Person formed by or surviving such transaction, in the case of a        consolidation or merger, and the transferee, in the case of a transfer, is organized under        the laws of the United States or any state thereof; and
          (z)   the Borrower has delivered to the Administrative Agent an officer’s        certificate and opinion of counsel, each stating that such consolidation, merger, or        transfer and such assumption comply with the provisions hereof.
No such sale, lease or other transfer of assets shall have the effectof releasing the Borrower (or any successor that shall have become such in the mannerprescribed in this Section) from its liability under this Agreement and the Notes.

    ** SECTION5.11.  Use of Proceeds*.*The proceeds of the Loans made underthis Agreement will be used by the Borrower for general lawful corporate purposes,including but not limited to providing liquidity for commercial paper. None of suchproceeds will be used, directly or indirectly, for the purpose, whether immediate,incidental or ultimate, of buying or carrying any**"*margin stock*"**within the meaning of Regulation U.
    ** SECTION5.12.  Transactions with Affiliates. The Borrower will not participatein any material transaction with an affiliate (other than a Subsidiary) unless suchtransaction is in the ordinary course of its
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business and on terms no less advantageous to the Borrower than couldbe obtained in such a transaction with an unaffiliated party.

ARTICLE 6DEFAULTS

    ** SECTION6.01.  Events of Default. If one or more of the following events (**"*Eventsof Default*"**) shall have occurred and be continuing:
           (a)   the Borrower shall fail to pay when due any principal of any Loan or shall failto pay within three Domestic Business Days of the due date thereof any interest on anyLoan, any fees or any other amount payable hereunder;
           (b)   the Borrower shall fail to observe or perform any covenant contained in ***Sections5.10***to ***5.12***, inclusive; or shall fail to observe orperform any covenant contained in ***Sections 5.07***to ***5.09***,inclusive, and such failure shall continue for 10 days;
           (c)   the Borrower shall fail to observe or perform any covenant or agreement containedin this Agreement (other than those covered by clause (a) or (b) above) for 30 days afternotice thereof has been given to the Borrower by the Administrative Agent at the requestof any Bank;
           (d)   any representation, warranty, certification or statement made by the Borrower inthis Agreement or in any certificate, financial statement or other document deliveredpursuant to this Agreement shall prove to have been incorrect in any material respect whenmade (or deemed made);
           (e)   the Borrower or any Subsidiary shall fail to make any payment in respect of anyMaterial Financial Obligations when due or within any applicable grace period; *provided,however,*that if any such failure is cured by the Borrower or such Subsidiary or iswaived by the requisite percentage of holders of such Material Financial Obligationsentitled to so waive, then the Event of Default under this Agreement by reason of suchfailure shall be deemed to have been cured;
           (f)   any event or condition shall occur which results in the acceleration of thematurity of any Material Debt or enables (or, with the giving of notice or lapse of timeor both, would enable) the holder of such Debt or any Person acting on such holder’sbehalf to accelerate the maturity thereof, *provided, however,*that if any suchacceleration is rescinded, or any such event or condition is cured by the Borrower or anySubsidiary or is waived by the requisite percentage of holders of such Material Debtentitled to so waive, then the Event of Default under this Agreement by reason of suchacceleration, event or condition shall be deemed to have been cured;
           (g)   the Borrower or any Material Subsidiary shall commence a voluntary case or otherproceeding seeking liquidation, reorganization or other relief with respect to itself orits debts under any bankruptcy, insolvency or other similar law now or hereafter in effector seeking the appointment of a trustee, receiver, liquidator, custodian or other similarofficial of it or any substantial part of its property, or shall consent to any suchrelief or to the appointment of or taking possession by any such official in aninvoluntary case or other proceeding commenced against it, or shall make a generalassignment for the benefit of creditors, or shall fail generally to pay its debts as theybecome due, or shall take any corporate action to authorize any of the foregoing;
25

           (h)   an involuntary case or other proceeding shall be commenced against the Borroweror any Material Subsidiary seeking liquidation, reorganization or other relief withrespect to it or its debts under any bankruptcy, insolvency or other similar law now orhereafter in effect or seeking the appointment of a trustee, receiver, liquidator,custodian or other similar official of it or any substantial part of its property, andsuch involuntary case or other proceeding shall remain undismissed and unstayed for aperiod of 60 days; or an order for relief shall be entered against the Borrower or anyMaterial Subsidiary under the federal bankruptcy laws as now or hereafter in effect;
           (i)   any member of the ERISA Group shall fail to pay when due an amount which it shallhave become liable to pay under Title IV of ERISA; or notice of intent to terminate a Planshall be filed under Title IV of ERISA by any member of the ERISA Group, any planadministrator or any combination of the foregoing; or the PBGC shall institute proceedingsunder Title IV of ERISA to terminate, to impose liability (other than for premiums underSection 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administerany Plan; or a condition shall exist by reason of which the PBGC would be entitled toobtain a decree adjudicating that any Plan must be terminated; or there shall occur acomplete or partial withdrawal from, or a default, within the meaning of Section4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could causeone or more members of the ERISA Group to incur a current payment obligation; and in eachof the foregoing instances such condition (i) could reasonably be expected to materiallyadversely affect the business, consolidated financial position or consolidated results ofoperations of the Borrower and its Consolidated Subsidiaries, considered as a whole, and(ii) shall continue for 15 days after notice thereof has been given to the Borrowerby the Administrative Agent at the request of any Bank;
           (j)   a judgment or judgments for the payment of money (not paid or fully covered byinsurance) in excess of $60,000,000 in the aggregate shall be rendered against theBorrower or any Material Subsidiary and such judgment or judgments are not, within 30 daysafter entry thereof, bonded, discharged or stayed pending appeal, or are not dischargedwithin 30 days after the expiration of such stay; or
           (k)   any person or group of persons (within the meaning of Section 13 or 14 of theSecurities Exchange Act of 1934, as amended) shall have acquired beneficial ownership(within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commissionunder said Act) of 30% or more of the outstanding shares of common stock of the Borrower;or, during any period of twelve consecutive calendar months, individuals who weredirectors of the Borrower on the first day of such period shall cease to constitute amajority of the board of directors of the Borrower;
then, and in every such event, the Administrative Agent shall ifrequested by, or may with the consent of, Banks whose aggregate Pro Rata Share is morethan 50%, by notice to the Borrower, do any one or more of the following:(i) terminate the Commitments and they shall thereupon terminate, (ii) declarethe Loans (together with accrued interest thereon) to be, and the Loans shall thereuponbecome, immediately due and payable without presentment, demand, protest, notice ofintention to accelerate, notice of acceleration or other notice of any kind, all of whichare hereby waived by the Borrower, and (iii) exercise on behalf of itself and theBanks all rights and remedies available to it and the Banks hereunder or under applicablelaw; *provided*that in the case of any of the Events of Default specified in clause(g) or (h) above with respect to the Borrower, without any notice to the Borrower or anyother act by the Administrative Agent or the Banks, the Commitments shall thereuponterminate and the Loans (together with accrued interest thereon) shall become immediatelydue and payable without presentment, demand, protest, notice of intention to accelerate,notice of acceleration or other notice of any kind, all of which are hereby waived by theBorrower.

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     **SECTION6.02.  Notice of Default.**The Administrative Agent shall give notice tothe Borrower under ***Section 6.01(c)*** or ***6.01(i)***promptly upon being requested to do so by any Bank and shall thereupon notify all theBanks thereof.
ARTICLE 7THE AGENTS

   **  SECTION7.01.  Appointment and Authorization.**Each Bank irrevocablyappoints and authorizes the Administrative Agent to take such action as agent on itsbehalf and to exercise such powers under this Agreement and the Notes as are delegated tothe Administrative Agent by the terms hereof or thereof, together with all such powers asare reasonably incidental thereto.
    ** SECTION7.02.  Administrative Agent and Affiliates. Bank of America, N.A. shallhave the same rights and powers under this Agreement as any other Bank and may exercise orrefrain from exercising the same as though it were not the Administrative Agent, and Bankof America, N.A. and its affiliates may accept deposits from, lend money to, and generallyengage in any kind of business with the Borrower or any Subsidiary or affiliate of theBorrower as if it were not the Administrative Agent hereunder.
    ** SECTION7.03.  Action by Administrative Agent.  The obligations of theAdministrative Agent hereunder are only those expressly set forth herein. Without limitingthe generality of the foregoing, the Administrative Agent shall not be required to takeany action with respect to any Default, except as expressly provided in ***Article6*.**
     **SECTION7.04.  Consultation with Experts**. The Administrative Agent may consultwith legal counsel (who may be counsel for the Borrower), independent public accountantsand other experts selected by it and shall not be liable for any action taken or omittedto be taken by it in good faith in accordance with the advice of such counsel, accountantsor experts.
    ** SECTION7.05.  Liability of Administrative Agent. Neither the AdministrativeAgent nor any of its affiliates nor any of their respective directors, officers, agents oremployees shall be liable for any action taken or not taken by it in connection herewith(i) with the consent or at the request of the Required Banks or (ii) in the absence of itsown gross negligence or willful misconduct. Neither the Administrative Agent nor any ofits affiliates nor any of their respective directors, officers, agents or employees shallbe responsible for or have any duty to ascertain, inquire into or verify (i) anystatement, warranty or representation made in connection with this Agreement or anyborrowing hereunder; (ii) the performance or observance of any of the covenants oragreements of the Borrower; (iii) the satisfaction of any condition specified in ***Article3***, except receipt of items required to be delivered to the AdministrativeAgent; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes orany other instrument or writing furnished in connection herewith. The Administrative Agentshall not incur any liability by acting in reliance upon any notice, consent, certificate,statement, or other writing (which may be a bank wire, telex, facsimile transmission orsimilar writing) believed by it to be genuine or to be signed by the proper party orparties. Without limiting the generality of the foregoing, the use of the term**"*agent*"** in this Agreement with reference to the AdministrativeAgent is not intended to connote any fiduciary or other implied (or express) obligationsarising under agency doctrine of any applicable law. Instead, such term is used merely asa matter of market custom and is intended to create or reflect only an administrativerelationship between independent contracting parties.
     **SECTION7.06.  Indemnification.** Each Bank shall, ratably in accordance with itsPro Rata Share, indemnify each Agent, its affiliates and their respective directors,officers, agents and employees (to the
27

extent not reimbursed by the Borrower) against any cost,expense (including counsel fees and disbursements), claim, demand, action, loss orliability (except such as result from such indemnitees’ gross negligence or willfulmisconduct) that such indemnitees may suffer or incur in connection with this Agreement orany action taken or omitted by such indemnitees hereunder.

     **SECTION7.07.  Credit Decision.** Each Bank acknowledges that it has,independently and without reliance upon any Agent or any other Bank, and based on suchdocuments and information as it has deemed appropriate, made its own credit analysis anddecision to enter into this Agreement. Each Bank also acknowledges that it will,independently and without reliance upon any Agent or any other Bank, and based on suchdocuments and information as it shall deem appropriate at the time, continue to make itsown credit decisions in taking or not taking any action under this Agreement.
    ** SECTION7.08.  Successor Administrative Agent. The Administrative Agent mayresign at any time by giving notice thereof to the Banks and the Borrower. Upon any suchresignation, the Required Banks shall have the right to appoint a successor AdministrativeAgent, with the consent of the Borrower, which shall not be unreasonably withheld. If nosuccessor Administrative Agent shall have been so appointed by the Required Banks, andshall have accepted such appointment, within 30 days after the retiring AdministrativeAgent gives notice of resignation, then the retiring Administrative Agent may, on behalfof the Banks, appoint a successor Administrative Agent, which shall be a commercial bankorganized or licensed under the laws of the United States of America or of any Statethereof and having a combined capital and surplus of at least $500,000,000. Upon theacceptance of its appointment as Administrative Agent hereunder by a successorAdministrative Agent, such successor Administrative Agent shall thereupon succeed to andbecome vested with all the rights and duties of the retiring Administrative Agent, and theretiring Administrative Agent shall be discharged from its duties and obligationshereunder. After any retiring Administrative Agent’s resignation hereunder asAdministrative Agent, the provisions of this Article shall inure to its benefit as to anyactions taken or omitted to be taken by it while it was Administrative Agent.
     **SECTION7.09.  Agents’ Fees.** The Borrower shall pay to the AdministrativeAgent for the account of the Agents fees in the amounts and at the times previously agreedupon between the Borrower and the Agents.
     **SECTION7.10.  Other Agents.** Nothing contained in this Agreement shall beconstrued to impose any obligation or duty whatsoever on any Person named on the cover ofthis Agreement or elsewhere in this Agreement as Syndication Agent, Documentation Agent,Joint Lead Arranger or Joint Book Manager, other than those applicable to all Banks assuch.
ARTICLE 8CHANGE IN CIRCUMSTANCES

     **SECTION8.01.  Basis for Determining Interest Rate Inadequate or Unfair*.***Ifon or prior to the first day of any Interest Period for any Euro-Dollar Borrowing:
           (a)   the Administrative Agent determines that deposits in dollars (in the applicableamounts) are not being offered to banks in the relevant market for such Interest Period inthe applicable amount, or
           (b)   the Administrative Agent determines that the Euro-Dollar Rate will not adequatelyand fairly reflect the cost to the Banks of funding their Euro-Dollar Loans for suchInterest Period,
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the Administrative Agent shall forthwith give notice thereof to theBorrower and the Banks, whereupon until the Administrative Agent notifies the Borrowerthat the circumstances giving rise to such suspension no longer exist, the obligations ofthe Banks to make Euro-Dollar Loans shall be suspended. Unless the Borrower notifies theAdministrative Agent at least two Domestic Business Days before the date of anyEuro-Dollar Borrowing for which a Notice of Borrowing has previously been given that itelects not to borrow on such date, such Borrowing shall instead be made as a Base RateBorrowing.

     **SECTION8.02.  Illegality.****If, on or after the date of this Agreement,the adoption of any applicable law, rule or regulation, or any change in any applicablelaw, rule or regulation, or any change in the interpretation or administration thereof byany governmental authority, central bank or comparable agency charged with theinterpretation or administration thereof, or compliance by any Bank (or its Euro-DollarLending Office) with any request or directive (whether or not having the force of law) ofany such authority, central bank or comparable agency shall make it unlawful or impossiblefor any Bank (or its Euro-Dollar Lending Office) to make, maintain or fund its Euro-DollarLoans and such Bank shall so notify the Administrative Agent, the Administrative Agentshall forthwith give notice thereof to the other Banks and the Borrower, whereupon untilsuch Bank notifies the Borrower and the Administrative Agent that the circumstances givingrise to such suspension no longer exist, the obligation of such Bank to make Euro-DollarLoans shall be suspended. Before giving any notice to the Administrative Agent pursuant tothis Section, such Bank shall designate a different Euro-Dollar Lending Office if suchdesignation will avoid the need for giving such notice and will not, in the judgment ofsuch Bank, be otherwise disadvantageous to such Bank. If such Bank shall determine that itmay not lawfully continue to maintain and fund any of its outstanding Euro-Dollar Loans tomaturity and shall so specify in such notice, the Borrower shall immediately prepay infull the then outstanding principal amount of each such Euro-Dollar Loan, together withaccrued interest thereon. Concurrently with prepaying each such Euro-Dollar Loan, theBorrower shall borrow a Base Rate Loan in an equal principal amount from such Bank (onwhich interest and principal shall be payable contemporaneously with the relatedEuro-Dollar Loans of the other Banks), and such Bank shall make such a Base Rate Loan.
     **SECTION8.03.  Increased Cost and Reduced Return*.*(a) If on or after thedate hereof the adoption of any applicable law, rule or regulation, or any change in anyapplicable law, rule or regulation, or any change in the interpretation or administrationthereof by any governmental authority, central bank or comparable agency charged with theinterpretation or administration thereof, or compliance by any Bank (or its ApplicableLending Office) with any request or directive (whether or not having the force of law) ofany such authority, central bank or comparable agency shall impose, modify or deemapplicable any reserve (including, without limitation, any such requirement imposed by theBoard of Governors of the Federal Reserve System, but excluding with respect to anyEuro-Dollar Loan any such requirement with respect to which such Bank is entitled tocompensation during the relevant Interest Period under *Section 2.15*), specialdeposit, insurance assessment or similar requirement against assets of, deposits with orfor the account of, or credit extended by, any Bank (or its Applicable Lending Office) orshall impose on any Bank (or its Applicable Lending Office) or on the United States marketfor certificates of deposit or the London interbank market any other condition affectingits Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans and the resultof any of the foregoing is to increase the cost to such Bank (or its Applicable LendingOffice) of making or maintaining any Euro-Dollar Loan, or to reduce the amount of any sumreceived or receivable by such Bank (or its Applicable Lending Office) under thisAgreement or under its Note with respect thereto, by an amount deemed by such Bank to bematerial, then, within 15 days after demand by such Bank (with a copy to theAdministrative Agent), the Borrower shall pay to such Bank such additional amount oramounts as will compensate such Bank for such increased cost or reduction.
           (b)   If any Bank shall have determined that, after the date hereof, the adoption ofany applicable law, rule or regulation regarding capital adequacy, or any change in anysuch law, rule or
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regulation, or any change in the interpretation oradministration thereof by any governmental authority, central bank or comparable agencycharged with the interpretation or administration thereof, or any request or directiveregarding capital adequacy (whether or not having the force of law) of any such authority,central bank or comparable agency (including any determination by any such authority,central bank or comparable agency that, for purposes of capital adequacy requirements, theCommitments hereunder do not constitute commitments with an original maturity of one yearor less), has or would have the effect of reducing the rate of return on capital of suchBank (or its Parent) as a consequence of such Bank’s obligations hereunder to a levelbelow that which such Bank (or its Parent) could have achieved but for such adoption,change, request or directive (taking into consideration its policies with respect tocapital adequacy) by an amount deemed by such Bank to be material, then from time to time,within 15 days after demand by such Bank (with a copy to the Administrative Agent), theBorrower shall pay to such Bank such additional amount or amounts as will compensate suchBank (or its Parent) for such reduction.

           (c)   Each Bank will promptly notify the Borrower and the Administrative Agent of anyevent of which it has knowledge, occurring after the date hereof, which will entitle suchBank to compensation pursuant to this Section and will designate a different ApplicableLending Office if such designation will avoid the need for, or reduce the amount of, suchcompensation and will not, in the judgment of such Bank, be otherwise disadvantageous tosuch Bank. A certificate of any Bank claiming compensation under this Section and settingforth in reasonable detail the additional amount or amounts to be paid to it hereundershall be conclusive in the absence of manifest error. In determining such amount, suchBank may use any reasonable averaging and attribution methods. Notwithstanding theforegoing *subsections (a)* and *(b)* of this ***Section 8.03**,*the Borrower shall only be obligated to compensate any Bank for any amount arising oraccruing during (i) any time or period commencing not more than 90 days prior to the dateon which such Bank notifies the Administrative Agent and the Borrower that it proposes todemand such compensation and identifies to the Administrative Agent and the Borrower thestatute, regulation or other basis upon which the claimed compensation is or will be basedand (ii) any time or period during which, because of the retroactive application of suchstatute, regulation or other such basis, such Bank did not know that such amount wouldarise or accrue.
     **SECTION8.04.  Taxes*.*(a) For purposes of this ***Section 8.04***,the following terms have the following meanings:
     **"*Taxes*"** means any and all present or future    taxes, duties, levies, imposts, deductions, charges or withholdings with respect to any    payment by the Borrower pursuant to this Agreement or under any Note, and all liabilities    with respect thereto, *excluding*(i)**in the case of each Bank and the    Administrative Agent, taxes imposed on its income, and franchise or similar taxes imposed    on it, by a jurisdiction under the laws of which such Bank or the Administrative Agent (as    the case may be) is organized or in which its principal executive office is located or, in    the case of each Bank, in which its Applicable Lending Office is located and (ii) in the    case of each Bank, any United States withholding tax imposed on such payments but only to    the extent that such Bank is subject to United States withholding tax at the time such    Bank first becomes a party to this Agreement.
     **"*Other Taxes*"**means any present or future stamp    or documentary taxes and any other excise or property taxes, or similar charges or levies,    which arise from any payment made pursuant to this Agreement or under any Note or from the    execution or delivery of, or otherwise with respect to, this Agreement or any Note.
           (b)   Any and all payments by the Borrower to or for the account of any Bank or theAdministrative Agent hereunder or under any Note shall be made without deduction for anyTaxes or Other
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Taxes; *provided*that, if the Borrower shall berequired by law to deduct any Taxes or Other Taxes from any such payments, (i) the sumpayable shall be increased as necessary so that after making all required deductions(including deductions applicable to additional sums payable under this ***Section8.04***) such Bank or the Administrative Agent (as the case may be) receives anamount equal to the sum it would have received had no such deductions been made, (ii) theBorrower shall make such deductions, (iii) the Borrower shall pay the full amount deductedto the relevant taxation authority or other authority in accordance with applicable lawand (iv) the Borrower shall furnish to the Administrative Agent, at its address referredto in ***Section 9.01***, the original or a certified copy of a receiptevidencing payment thereof.

           (c)   The Borrower agrees to indemnify each Bank and the Administrative Agent for thefull amount of Taxes or Other Taxes (including, without limitation, any Taxes or OtherTaxes imposed or asserted by any jurisdiction on amounts payable under this ***Section8.04***) paid by such Bank or the Administrative Agent (as the case may be) andany liability (including penalties, interest and expenses) arising, therefrom or withrespect thereto. This indemnification shall be paid within 15 days after such Bank or theAdministrative Agent (as the case may be) makes demand therefor.
           (d)   Each Bank organized under the laws of a jurisdiction outside the United States,on or prior to the date of its execution and delivery of this Agreement in the case ofeach Bank listed on the signature pages hereof and on or prior to the date on which itbecomes a Bank in the case of each other Bank, and from time to time thereafter ifrequested in writing by the Borrower (but only so long as such Bank remains lawfully ableto do so), shall provide the Borrower with Internal Revenue Service form 1001 or4224, as appropriate, or any successor form prescribed by the Internal Revenue Service,certifying that such Bank is entitled to benefits under an income tax treaty to which theUnited States is a party which exempts the Bank from United States withholding tax orreduces the rate of withholding tax on payments of interest for the account of such Bankor certifying that the income receivable pursuant to this Agreement is effectivelyconnected with the conduct of a trade or business in the United States.
           (e)   For any period with respect to which a Bank has failed to provide the Borrowerwith the appropriate form pursuant to ***Section 8.04(d)*** (unless suchfailure is due to a change in treaty, law or regulation occurring subsequent to the dateon which such form originally was required to be provided), such Bank shall not beentitled to indemnification under *Section **8.04(b)*** or ***(c)***with respect to Taxes imposed by the United States; *provided*that if aBank, which is otherwise exempt from or subject to a reduced rate of withholding tax,becomes subject to Taxes because of its failure to deliver a form required hereunder, theBorrower, at such Bank’s expense, shall take such steps as such Bank shall reasonablyrequest to assist such Bank to recover such Taxes.
           (f)   If the Borrower is required to pay additional amounts to or for the account ofany Bank pursuant to this ***Section 8.04***, then such Bank will changethe jurisdiction of its Applicable Lending Office if, in the judgment of such Bank, suchchange (i) will eliminate or reduce any such additional payment which may thereafteraccrue and (ii) is not otherwise disadvantageous to such Bank.
    ** SECTION8.05.  Base Rate Loans Substituted for Affected Euro-Dollar Loans.**If(i) the obligation of any Bank to make Euro-Dollar Loans has been suspended pursuant to ***Section8.02***or (ii) any Bank has demanded compensation under ***Section 8.03***or***8.04*** with respect to its Euro-Dollar Loans and theBorrower shall, by at least five Euro-Dollar Business Days’ prior notice to such Bankthrough the Administrative Agent, have elected that the provisions of this Section shallapply to such Bank, then, unless and until such Bank notifies the Borrower that thecircumstances giving rise to such suspension or demand for compensation no longer exist:
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           (a)   all Loans which would otherwise be made by such Bank as Euro-Dollar Loans shallbe made instead as Base Rate Loans (on which interest and principal shall be payablecontemporaneously with the related Euro-Dollar Loans of the other Banks), and
           (b)   after each of its Euro-Dollar Loans has been repaid, all payments of principalwhich would otherwise be applied to repay such Euro-Dollar Loans shall be applied to repayits Base Rate Loans instead.
**     SECTION8.06.  Substitution of Bank*.*If (i) the obligation of any Bankto make Euro-Dollar Loans has been suspended pursuant to ***Section 8.02***or (ii) any Bank has demanded compensation under ***Section 8.03***or***8.04*,** the Borrower shall have the right, with the assistance of theAdministrative Agent, to seek a mutually satisfactory substitute bank or banks (which maybe one or more of the Banks) to purchase the Loans (and, if applicable, the Note) andassume the Commitment of such Bank.
ARTICLE 9MISCELLANEOUS

    ** SECTION9.01.  Notices*.*All notices, requests and other communicationsto any party hereunder shall be in writing (including facsimile transmission) and shall begiven to such party: (x) in the case of the Borrower or the Administrative Agent, at itsaddress or facsimile number set forth on the signature pages hereof, (y) in the case ofany Bank, at its address or facsimile number set forth in its Administrative Questionnaireor (z) in the case of any party, such other address or facsimile number as such party mayhereafter specify for the purpose by notice to the Administrative Agent and the Borrower.Each such notice, request or other communication shall be effective (i) if given byfacsimile transmission, when transmitted to the facsimile number specified in this Sectionand confirmation of receipt is received or (ii) if given by any other means, whendelivered at the address specified in this Section; *provided*that notices to theAdministrative Agent under ***Article 2***or ***Article 8***shall not be effective until received.
     **SECTION9.02.  No Waivers.****No failure or delay by the AdministrativeAgent or any Bank in exercising any right, power or privilege hereunder or under any Noteshall operate as a waiver thereof nor shall any single or partial exercise thereofpreclude any other or further exercise thereof or the exercise of any other right, poweror privilege. The rights and remedies herein provided shall be cumulative and notexclusive of any rights or remedies provided by law.
     **SECTION9.03.  Expenses; Indemnification.****(a) The Borrower shall pay (i)all reasonable out-of-pocket expenses of the Administrative Agent, including fees anddisbursements of Haynes and Boone, LLP, special counsel for the Administrative Agent, inconnection with the preparation and administration of this Agreement, any waiver orconsent hereunder or any amendment hereof or any Default or alleged Default hereunder and(ii) if an Event of Default occurs, all out-of-pocket expenses incurred by each Agent andBank, including (without duplication) the fees and disbursements of outside counsel andthe allocated cost of inside counsel, in connection with such Event of Default andcollection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
           (b)   The Borrower agrees to indemnify each Agent and Bank, their respective affiliatesand the respective directors, officers, agents and employees of the foregoing (each an"*Indemnitee*") and hold each Indemnitee harmless from and against any andall liabilities, losses, damages, costs and expenses of any kind, including, withoutlimitation, the reasonable fees and disbursements of counsel, which may be incurred bysuch Indemnitee in connection with any investigative, administrative or judicialproceeding (whether or not such Indemnitee shall be designated a party thereto) brought orthreatened relating to
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or arising out of (i) any actual or proposed use ofproceeds of Loans hereunder or (ii) any actual or alleged Default under this Agreement orany actual or alleged untruth or inaccuracy of any representation or warranty made by theBorrower in or in connection with this Agreement; *provided*that no Indemnitee shallhave the right to be indemnified hereunder for such Indemnitee’s own gross negligenceor willful misconduct as finally determined by a court of competent jurisdiction. **THEINDEMNITY CONTAINED IN THE PRECEDING SENTENCE EXTENDS TO AND IS INTENDED TO COVER LOSSESAND RELATED EXPENSES ARISING OUT OF THE ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE OF ANINDEMNITEE.**

     **SECTION9.04.  Sharing of Set-offs*.***Each Bank agrees that if it shall,by exercising any right of set-off or counterclaim or otherwise, receive payment of aproportion of the aggregate amount of principal and interest due with respect to any Loanheld by it which is greater than the proportion received by any other Bank in respect ofthe aggregate amount of principal and interest due with respect to any Loan held by suchother Bank, the Bank receiving such proportionately greater payment shall purchase suchparticipations in the Loans held by the other Banks, and such other adjustments shall bemade, as may be required so that all such payments of principal and interest with respectto the Loans held by the Banks shall be shared by the Banks pro rata; *provided*thatnothing in this Section shall impair the right of any Bank to exercise any right ofset-off or counterclaim it may have and to apply the amount subject to such exercise tothe payment of indebtedness of the Borrower other than its indebtedness hereunder. TheBorrower agrees, to the fullest extent it may effectively do so under applicable law, thatany holder of a participation in a Loan, whether or not acquired pursuant to the foregoingarrangements, may exercise rights of set-off or counterclaim and other rights with respectto such participation as fully as if such holder of a participation were a direct creditorof the Borrower in the amount of such participation.
     **SECTION9.05.  Amendments and Waivers*.*Any provision of this Agreementor the Notes may be amended or waived if, but only if, such amendment or waiver is inwriting and is signed by the Borrower, the Administrative Agent and the Required Banks; *provided*that no such amendment or waiver shall, unless signed by each of the Banks directlyaffected thereby and by the Borrower and the Administrative Agent, do any of thefollowing:
           (a)   (i) extend or increase the Commitment of any Bank or subject any Bank to anyadditional obligation, (ii) reduce the principal of or rate of interest on any Loan or anyfees hereunder, (iii) postpone the date fixed for any payment of principal of or intereston any Loan or any fees hereunder or for termination of any Commitment or (iv) change thepercentage of the Commitments or of the aggregate unpaid principal amount of the Loans, orthe number of Banks, which shall be required for the Banks or any of them to take anyaction under this Section or any other provision of this Agreement; or
           (b)   unless signed by a Designated Lender or its Designating Bank, subject anyDesignated Lender to any additional obligation hereunder or otherwise affect its rightshereunder as described in ***Section 9.07***.
     **SECTION9.06.  Successors and Assigns*.*(a) The provisions of thisAgreement shall be binding upon and inure to the benefit of the parties hereto and theirrespective successors and assigns, except that the Borrower may not assign or otherwisetransfer any of its rights under this Agreement without the prior written consent of allBanks.
           (b)   Any Bank may at any time grant to one or more banks or other institutions (each a**"*Participant*"**) participating interests in its Commitmentor any or all of its Loans. In the event of any such grant by a Bank of a participatinginterest to a Participant, whether or not upon notice to the Borrower and theAdministrative Agent, such Bank shall remain responsible for the performance of itsobligations
33

hereunder, and the Borrower and the Administrative Agentshall continue to deal solely and directly with such Bank in connection with suchBank’s rights and obligations under this Agreement. Any agreement pursuant to whichany Bank may grant such a participating interest shall provide that such Bank shall retainthe sole right and responsibility to enforce the obligations of the Borrower hereunderincluding, without limitation, the right to approve any amendment, modification or waiverof any provision of this Agreement; *provided*that such participation agreement mayprovide that such Bank will not agree to any modification, amendment or waiver of thisAgreement described in *clause (i)*, *(ii)* or *(iii)* of ***Section9.05(a)*** without the consent of the Participant. The Borrower agrees that eachParticipant shall, to the extent provided in its participation agreement, be entitled tothe benefits of ***Article 8*** with respect to its participatinginterest. An assignment or other transfer which is not permitted by *subsection (c)*or *(d)* below shall be given effect for purposes of this Agreement only to theextent of a participating interest granted in accordance with this *subsection (b)*.

           (c)   Any Bank may at any time assign to one or more banks or other institutions (eachan **"*Assignee*"**) all, or a proportionate part (equivalentto an initial Commitment of not less than $10,000,000, unless the Administrative Agentotherwise agrees in writing) of all, of its rights and obligations under this Agreementand the Notes, and such Assignee shall assume such rights and obligations, pursuant to anAssignment and Assumption Agreement in substantially the form of ***Exhibit D***hereto executed by such Assignee and such transferor Bank, with (and subject to)the subscribed consent of the Borrower, which shall not be unreasonably withheld, and theAdministrative Agent; *provided*that if an Assignee is an affiliate of suchtransferor Bank or was a Bank immediately prior to such assignment, no such consent shallbe required; and *provided further*that if at the time an Event of Default shall becontinuing, no such consent of the Borrower shall be required. Upon execution and deliveryof such instrument and payment by such Assignee to such transferor Bank of an amount equalto the purchase price agreed between such transferor Bank and such Assignee, such Assigneeshall be a Bank party to this Agreement and shall have all the rights and obligations of aBank with a Commitment as set forth in such instrument of assumption, and the transferorBank shall be released from its obligations hereunder to a corresponding extent, and nofurther consent or action by any party shall be required. Upon the consummation of anyassignment pursuant to this *subsection (c)*, the transferor Bank, the AdministrativeAgent and the Borrower shall make appropriate arrangements so that, if required, a newNote is issued to the Assignee. In connection with any such assignment, the transferorBank shall pay to the Administrative Agent an administrative fee for processing suchassignment in the amount of $3,500. If the Assignee is not incorporated under the laws ofthe United States of America or a state thereof, it shall deliver to the Borrower and theAdministrative Agent certification as to exemption from deduction or withholding of anyUnited States federal income taxes in accordance with ***Section 8.04*.**
           (d)   Any Bank may at any time assign all or any portion of its rights under thisAgreement and its Note to a Federal Reserve Bank. No such assignment shall release thetransferor Bank from its obligations hereunder.
           (e)   No Assignee, Participant or other transferee of any Bank’s rights shall beentitled to receive any greater payment under ***Section 8.03***or***8.04*** than such Bank would have been entitled to receive with respect tothe rights transferred, unless such transfer is made with the Borrower’s priorwritten consent or by reason of the provisions of ***Section 8.02*, *8.03***or***8.04*** requiring such Bank to designate a differentApplicable Lending Office under certain circumstances or at a time when the circumstancesgiving rise to such greater payment did not exist.
     **SECTION9.07.  Designated Lender.** (a) Subject to the terms and conditions setforth in this ***Section 9.07(a)***, any Bank may from time to timeelect to designate an Eligible Designee to provide all or any part of Loans to be made bysuch Bank pursuant to this Agreement, *provided*the designation of an EligibleDesignee by any Bank for purposes of this ***Section 9.07(a)***shall besubject to the approval of the
34

Borrower and the Administrative Agent, which consentshall not be unreasonably withheld. Upon the execution by parties to each such designationof an agreement substantially in the form of *Exhibit E* hereto (a "*DesignationAgreement*") and the acceptance thereof by the Borrower and the AdministrativeAgent, the Eligible Designee shall become a Designated Lender for purposes of thisAgreement. The Designating Bank shall thereafter have the right to permit such DesignatedLender to provide all or a portion of the Loans to be made by such Designating Bankpursuant to *Section 2.01*, and the making of such Loans or portion thereof shallsatisfy the obligation of the Designating Bank to the same extent, and as if, such Loanwere made by the Designating Bank. As to any Loan made by it, each Designated Lender shallhave all the rights a Bank making such Loan would have had under this Agreement andotherwise *provided,*(x)**that all voting rights under this Agreement shall beexercised solely by the Designating Bank and (y) each Designating Bank shall remain solelyresponsible to the other parties hereto for its obligations under this Agreement,including all obligations of a Bank in respect of Loans made by its Designated Lender. Noadditional Note shall be required with regard to Loans provided by a Designated Lender; *provided,however,*to the extent any Designated Lender shall advance funds, the Designating Bankshall be deemed to hold the Note (if any) in its possession as an agent for suchDesignated Lender to the extent of the Loan funded by such Designated Lender. SuchDesignating Bank shall act as administrative agent for its Designated Lender and give andreceive notices and other communications hereunder. Any payments for the account of anyDesignated Lender shall be paid to its Designating Bank as administrative agent for suchDesignated Lender and neither the Borrower nor the Administrative Agent shall beresponsible for any Designating Bank’s application of any such payments. In addition,any Designated Lender may (i) with notice to, but without the prior written consent of theBorrower and the Administrative Agent, assign all or portions of its interest in any Loansto its Designating Bank or to any financial institutions consented to by the Borrower andthe Administrative Agent (it being understood that such consent shall not be unreasonablywithheld) providing liquidity and/or credit facilities to or for the account of suchDesignated Lender to support the funding or maintenance of Loans made by such DesignatedLender and (ii) subject to advising any such Person that such information is to be treatedas confidential in accordance with such Person’s customary practices for dealing withconfidential, non-public information, disclose on a confidential basis any non-publicinformation relating to its Loans to any rating agency, commercial paper dealer orprovider of any guarantee, surety, credit or liquidity enhancement to such DesignatedLender.

           (b)   Each party to this Agreement hereby agrees that it shall not institute against,or join any other person in instituting against, any Designated Lender any bankruptcy,reorganization, arrangement, insolvency or liquidation proceeding or other proceedingsunder any federal or state bankruptcy or similar law, for one year and a day after thepayment in full of all outstanding senior indebtedness of any Designated Lender; *provided*that the Designating Bank for each Designated Lender hereby agrees to indemnify, save,and hold harmless each other party hereto for any loss, cost, damage and expense arisingout of their inability to institute any such proceeding against such Designated Lender.This *Section 9.07(b)* shall survive the termination of this Agreement.
     **SECTION9.08.  Collateral.****Each of the Banks represents to each Agentand each of the other Banks that it in good faith is not relying upon any**"*marginstock*"** (as defined in Regulation U) as collateral in the extension ormaintenance of the credit provided for in this Agreement.
    ** SECTION9.09.  Maximum Interest Rate*.* Regardless of any provisioncontained herein or in any Note or other document relating to the Loans (the**"*Loan Documents*"**), no Bank shall ever be entitled to receive,collect, take, reserve, charge or apply as interest (whether termed interest herein ordeemed to be interest by operation of law or judicial determination) on any Loan anyamount in excess of interest calculated at the Maximum Rate, and, in the event that anyBank ever receives, collects, or applies as interest any such excess, then the amountwhich would be excessive interest shall be deemed to be a partial prepayment of principaland treated hereunder as such; and, if the principal amount of the applicable Loans
35

are paid in full, then any remaining excess shallforthwith be paid to the Borrower. In determining whether or not the interest paid orpayable under any specific contingency exceeds interest calculated at the Maximum Rate,the Borrower and the Banks shall, to the maximum extent permitted under applicable law:(a) characterize any non-principal payment as an expense, fee, or premium rather thanas interest; (b) exclude voluntary prepayments and the effects thereof; and(c) amortize, prorate, allocate, and spread, in equal parts, the total amount ofinterest throughout the entire contemplated term of the Loans; *provided that*, ifLoans are paid and performed in full prior to the end of the full contemplated termthereof, and if the interest received for the actual period of existence thereof exceedsinterest calculated at the Maximum Rate, then the applicable Lender shall refund to theBorrower the amount of such excess or credit the amount of such excess against theprincipal amount of the applicable Loans and, in such event, no Bank shall be subject toany penalties provided by any laws for contracting for, charging, taking, reserving, orreceiving interest in excess of interest calculated at the Maximum Rate.**"*MaximumRate*"** means the highest nonusurious rate of interest (if any) permittedfrom day to day by applicable law.

    ** SECTION9.10.  Governing Law; Submission to Jurisdiction.**This Agreementand each Note shall be governed by and construed in accordance with the laws of the Stateof New York and the applicable laws of the United States of America. The Borrower herebysubmits to the nonexclusive jurisdiction of the United States District Court for theSouthern District of New York and of any New York State court sitting in New York Cityhaving subject matter jurisdiction for purposes of all legal proceedings arising out of orrelating to this Agreement or the transactions contemplated hereby. The Borrowerirrevocably waives, to the fullest extent permitted by law, any objection which it may nowor hereafter have to the laying of the venue of any such proceeding brought in such acourt and any claim that any such proceeding brought in such a court has been brought inan inconvenient forum.
     **SECTION9.11.  Counterparts; Integration.** This Agreement may be signed in anynumber of counterparts, each of which shall be an original, with the same effect as if thesignatures thereto and hereto were upon the same instrument. This Agreement constitutesthe entire agreement and understanding among the parties hereto and supersedes any and allprior agreements and understandings, oral or written, relating to the subject matterhereof.
    ** SECTION9.12.  WAIVER OF JURY TRIAL*.*EACH OF THE BORROWER, THEADMINISTRATIVE AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BYJURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THETRANSACTIONS CONTEMPLATED HEREBY.
     THIS WRITTENAGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTEDBY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
     THERE ARE NOUNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
 

 

[SIGNATURES BEGIN ON THE NEXT PAGE]

36

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executedby their respective authorized officers as of the day and year first above written.
KINDER MORGAN, INC.
By:    /s/ Joseph    Listengart                                               Joseph Listengart           Vice PresidentOne Allen Center500 Dallas, Suite 1000Houston, Texas 77002Attention: Park ShaperFacsimile Number: 713-495-2782
 

 

[THIS IS A SIGNATURE PAGE TO THE KINDER MORGAN, INC. CREDIT AGREEMENT.]
*Administrative Agent*    BANK OF AMERICA, N.A.,    as Administrative Agent
By: /s/ *Michael J. Dillon*                                                      Michael J. Dillon           Managing Director    BANK OF AMERICA, N.A.,    as a Bank
By: /s/ *Michael J. Dillon*                                                      Michael J. Dillon           Managing Director
Address for Payments:Bank of America, N.A.901 Main StreetDallas, Texas 75202Attn: Ms. Renita Cummings
Payment Office:ABA No.  111000012Acct. No.  1292000883Ref.:  Kinder Morgan, Inc.Bank of America, N.A.901 Main StreetDallas, Texas 75202Attn:  Ms. Renita Cummings
 

[THIS IS A SIGNATURE PAGE TO THE KINDER MORGAN, INC. CREDIT AGREEMENT.]

 

Address for Requests for    Extensions of Credit:Bank of America, N.A.901 Main StreetDallas, Texas 75202Attn:  Ms. Renita Cummings
With a copy to:    Bank of America, N.A.Three Allen Center333 Clay Street, Suite 4550Houston, Texas 77002Attn:  Ms. Pamela K. RodgersAssistant Vice PresidentAddress for Notices other than Requests    for Extensions of Credit:Bank of America, N.A.    Three Allen Center    333 Clay Street, Suite 4550    Houston, Texas 77002    Attn:  Michael J. Dillon    Managing Director
 

[THIS IS A SIGNATURE PAGE TO THE KINDER MORGAN, INC. CREDIT AGREEMENT.]
* **Syndication AgentFIRST UNION NATIONAL BANK,    as Syndication Agent and as a Bank
By: /s/ *Russell Clingman*                                                      Russell Clingman           Vice President
 

[THIS IS A SIGNATURE PAGE TO THE KINDER MORGAN, INC. CREDIT AGREEMENT.]
* **Documentation Agent    BANK ONE, NA,    as Documentation Agent and as a Bank
By: /s/ *Jeanie C. Harman*                                              Jeanie C. Harman           First Vice President
 

[THIS IS A SIGNATURE PAGE TO THE KINDER MORGAN, INC. CREDIT AGREEMENT.]

 

 

THE BANK OF NOVA SCOTIA
By: /s/ *F.C.H. Ashby*                                                            F.C.H. Ashby           Senior Manager Loan Operations
 

[THIS IS A SIGNATURE PAGE TO THE KINDER MORGAN, INC. CREDIT AGREEMENT.]

 

CITIBANK, N.A.
By: /s/ *Steven M. Baillie*                                                     Steven M. Baillie           Attorney-in-Fact
 

[THIS IS A SIGNATURE PAGE TO THE KINDER MORGAN, INC. CREDIT AGREEMENT.]

 

COMMERZBANK AG, NEW YORK    AND GRAND CAYMAN BRANCHES
By: /s/ *W. David Suttles*                                                       W. David Suttles           Vice President
By: /s/ *D.L. Ward, Jr.*                                                          D.L. Ward, Jr.           Asst. Vice President
 

[THIS IS A SIGNATURE PAGE TO THE KINDER MORGAN, INC. CREDIT AGREEMENT.]

 

CREDIT LYONNAIS NEW YORK    BRANCH
By: /s/ *Philippe Soustra*                                                        Philippe Soustra           Senior Vice President
 

[THIS IS A SIGNATURE PAGE TO THE KINDER MORGAN, INC. CREDIT AGREEMENT.]

 

TORONTO DOMINION (TEXAS),    INC.
By: /s/ *Alva J. Jones*                                                             Alva J. Jones           Vice President
 

[THIS IS A SIGNATURE PAGE TO THE KINDER MORGAN, INC. CREDIT AGREEMENT.]

 

U.S. BANK NATIONAL    ASSOCIATION
By: /s/ *Mark E. Thompson*                                                   Mark E. Thompson           Vice President
 

[THIS IS A SIGNATURE PAGE TO THE KINDER MORGAN, INC. CREDIT AGREEMENT.]

 

ABN AMRO BANK N.V.
By: /s/ *Frank R. Russo, Jr.*                                                   Frank R. Russo, Jr.           Vice President
By: /s/ *Rodney Kubicek*                                                        Rodney Kubicek           Vice President
 

[THIS IS A SIGNATURE PAGE TO THE KINDER MORGAN, INC. CREDIT AGREEMENT.]

 

ARAB BANKING CORPORATION
By: /s/ *Wahid O. Bugaighis*                                                 Wahid O. Bugaighis           First Vice President
 

[THIS IS A SIGNATURE PAGE TO THE KINDER MORGAN, INC. CREDIT AGREEMENT.]

 

THE BANK OF    TOKYO-MITSUBISHI, LTD., HOUSTON AGENCY
By: /s/ *Michael Meiss*                                                          Michael Meiss           Vice President & Manager
 

[THIS IS A SIGNATURE PAGE TO THE KINDER MORGAN, INC. CREDIT AGREEMENT.]

 

THE CHASE MANHATTAN BANK
By: /s/ *Steven Wood*                                                             Steven Wood           Vice President
 

[THIS IS A SIGNATURE PAGE TO THE KINDER MORGAN, INC. CREDIT AGREEMENT.]

 

MORGAN GUARANTY TRUST    COMPANY OF    NEW YORK
By: /s/ *Carl J. Mehldau, Jr.*                                                 Carl J. Mehldau, Jr.           Associate
 

[THIS IS A SIGNATURE PAGE TO THE KINDER MORGAN, INC. CREDIT AGREEMENT.]

 

THE SUMITOMO BANK, LIMITED
By: /s/ *C. Michael Garrido*                                                      C. Michael Garrido           Senior Vice President
 

[THIS IS A SIGNATURE PAGE TO THE KINDER MORGAN, INC. CREDIT AGREEMENT.]

 

WELLS FARGO BANK TEXAS,    N.A.
By: /s/ *Karen A. Patterson*                                                   Karen A. Patterson           Vice President
 

[THIS IS A SIGNATURE PAGE TO THE KINDER MORGAN, INC. CREDIT AGREEMENT.]

     PRICING SCHEDULE
     The "*Euro-DollarMargin*", "*Base Rate Margin*" and "*Facility Fee Rate*"for any day are the respective percentages set forth below in the applicable row under thecolumn corresponding to the ratings established by S&P and Moody’s applicable tothe Borrower’s senior unsecured long-term debt without credit enhancement ("*IndexDebt*") on such day: 
 

Status
Level

I

> BBB+/Baa1
Level

II

BBB/Baa2
Level

III

BBB-/Baa3
Level

IV

BB+/Ba1
Level

V

<BB+/Ba1Euro-Dollar Margin 
0.525%
0.625%
0.70%
1.00%
1.275%Base Rate Margin
-0-
-0-
-0-
0.125%
0.50%Facility Fee Rate
0.10%
0.125%
0.175%
0.25%
0.35%
     If at any date, theratings established by Moody’s and S&P for the Index Debt shall fall withindifferent Levels, then (1) if both ratings are investment grade (BBB-/Baa3 and higher) orboth ratings are non-investment grade (BB+/Ba1 and lower), the pricing shall be based onthe higher of the two ratings or (2) if one rating is investment grade and one rating isnon-investment grade, the pricing shall be based on the lower of the two ratings, *provided*that if the ratings are split by more than one rating level, the pricing shall be based onthe level that is one level higher than the lower rating.
     The rating ineffect at any date is that in effect at the close of business on such date.
 

 

Schedule 1.01Commitments
Bank
CommitmentsBank of America, N.A.$40,000,000First Union National Bank$40,000,000Bank One, NA$40,000,000The Bank of Nova Scotia$35,000,000Citibank, N.A.$35,000,000Commerzbank AG, New York and Grand Cayman    Branches$35,000,000Credit Lyonnais New York Branch$35,000,000Toronto Dominion (Texas), Inc.$35,000,000U.S. Bank National Association$30,000,000ABN AMRO Bank N.V.$25,000,000Arab Banking Corporation$25,000,000The Bank of Tokyo-Mitsubishi, Ltd.$25,000,000The Chase Manhattan Bank$25,000,000Morgan Guaranty Trust Company of New York$25,000,000The Sumitomo Bank, Limited$25,000,000Wells Fargo Bank Texas, N.A.$25,000,000
TOTAL$500,000,000
Schedule 1.01 - Page 1

     EXHIBIT A
NOTE
_________________________
New York, New York
 

 

For value received, Kinder Morgan, Inc., a Kansas corporation (the"Borrower"), promises to pay to the order of _________________________ (the"Bank"), for the account of its Applicable Lending Office, the unpaid principalamount of each Loan made by the Bank to the Borrower pursuant to the Credit Agreementreferred to below on the Final Maturity Date set forth in the Credit Agreement. TheBorrower promises to pay interest on the unpaid principal amount of each such Loan on thedates and at the rate or rates provided for in the Credit Agreement. All such payments ofprincipal and interest shall be made in lawful money of the United States in Federal orother immediately available funds at the office of Bank of America, N.A., 901 Main Street,Dallas, Texas.

All Loans made by the Bank, the respective types and maturities thereofand all repayments of the principal thereof may be recorded by the Bank and, if the Bankso elects in connection with any transfer or enforcement hereof, appropriate notations toevidence the foregoing information with respect to each such Loan then outstanding may beendorsed by the Bank on the schedule attached hereto, or on a continuation of suchschedule attached to and made a part hereof, *provided*that the failure of the Bankto make any such recordation or endorsement shall not affect the obligations of theBorrower hereunder or under the Credit Agreement.

This note is one of the Notes referred to in the 364-Day CreditAgreement dated as of October 25, 2000 among the Borrower, the banks listed on thesignature pages thereof and Bank of America, N.A., as Administrative Agent (as the samemay be amended from time to time, the "Credit Agreement").  Termsdefined in the Credit Agreement are used herein with the same meanings. Reference is madeto the Credit Agreement for provisions for the prepayment hereof and the acceleration ofthe maturity hereof. Without limiting the preceding sentence, reference is made to theprovisions of the Credit Agreement concerning the Maximum Lawful Rate.

This Note shall be governed by and construed in accordance with thelaws of the State of New York and the applicable laws of the United States of America.

 

                                                KINDERMORGAN, INC.

 

 
By ____________________________    Name:    Title:
 

Exhibit A - Page 1

 

     Note (cont’d)
LOANS AND PAYMENTS OF PRINCIPAL
                                                                                                                                                                     
    Date
    Amount of    Loan
    Type of    Loan
    Amount of    Principal    Repaid
    Maturity    Date
    Notation    Made By                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
 

Exhibit A - Page 2

     EXHIBIT B
 
*OPINION OFKANSAS COUNSEL FOR THE BORROWEROctober 25, 2000*
To the Banks and Administrative Agent   Referred to belowc/o Bank of America, N.A.,   as Administrative Agent333 Clay Street, Suite 4550Houston, TX 77002Re:       The "CreditAgreement" as hereinafter defined
Ladies and Gentlemen:

     We refer to the $500 million 364-Day Credit Agreement, dated as ofOctober 25, 2000 (the "Credit Agreement") between Kinder Morgan, Inc.("Borrower"), Bank of America, N.A., as Administrative Agent("Administrative Agent"), the Banks listed in the Credit Agreement, First UnionNational Bank, as Syndication Agent, and Bank One, NA, as Documentation Agent. We arespecial Kansas counsel to Borrower. Capitalized terms not defined herein have the meaningsspecified in the Credit Agreement. This opinion is being rendered to you at the request ofBorrower pursuant to Section 3.01(c) of the Credit Agreement.

     As special Kansascounsel to Borrower and in such capacity we have only reviewed: (i) certified copiesof the Articles of Incorporation of Borrower and amendments thereto dated October 23,2000, and a Certificate of Good Standing dated October 19, 2000, both of which havebeen provided to us by the Secretary of State of Kansas, and the Officer’sCertificate (including the exhibits thereto) of the Secretary of Borrower dated October23, 2000 (the "Corporate Records"); (ii) a copy of the Credit Agreementdated as of October 25, 2000; and (iii) have conducted such investigation offact and law as we have deemed necessary or advisable for the purpose of this opinion. Inreviewing such documents, Corporate Records, instruments and certificates, we have assumedthe genuineness of all signatures and initials thereon, the genuineness of all notariescontained thereon, conformance of all copies with the original thereof and originals toall copies thereof, and the accuracy of all statements, representations and warrantiescontained therein. We have further assumed (i) that all Corporate Records, documents,instruments, and certificates dated prior to the date hereof remain accurate and correcton the date hereof; (ii) that the Credit Agreement we have reviewed has been executedand delivered by all parties thereto; and (iii) that the parties hereto other thanBorrower are duly authorized to execute and deliver the Credit Agreement, have duecorporate and other existence to do so, and the full power and legal right under allapplicable laws and regulations to execute, deliver and perform all of such parties’obligations under such documents. In addition, we do not express an opinion with respectto any federal or state securities laws, or any statutes, administrative decisions, andrules and regulations of any county, municipal or special political subdivisions. As toquestions of fact material to this opinion letter, we have, without independentinvestigation and with your permission, relied upon and assumed to be true(a) certificates, statements and representations made to us by officers and
Exhibit B - Page 1

other representatives of Borrower, (b) therepresentations contained in or incorporated into the Credit Agreement, and(c) certain representations of public officials.

     Upon the basis ofthe foregoing, and limited and qualified as set forth herein, we are of the opinion that:
     1.    Borrower is acorporation duly incorporated, validly existing and in good standing under the laws of theState of Kansas, and has all corporate powers to engage in any lawful act or activity forwhich corporations may be organized under the Kansas General Corporation Code.
     2.    The execution,delivery and performance of the Credit Agreement is within the corporate power andauthority of Borrower, have been duly authorized by proper corporate proceedings on behalfof Borrower, do not require any approval or consent or other action by and no notice to orfiling with any Kansas governmental authority, and do not and will not contravene, orconstitute a default under, any provision of applicable law or regulation of the State ofKansas.
     Our opinions andstatements expressed herein are restricted to the matter governed by the laws of the Stateof Kansas. To the extent that the laws of any other jurisdiction apply, we express noopinion and we assume that the Credit Agreement is valid, legally binding, and enforceableunder the laws of such other jurisdiction.
     This opinion isbeing delivered solely for the benefit of the persons to whom it is addressed;accordingly, copies may not be furnished to any other person without our prior writtenconsent except that you may furnish copies thereof: (a) to your independent auditorsand attorneys; (b) to any state or federal authority having regulatory jurisdictionover you; (c) pursuant to order or legal process of any court or governmental agency;(d) in connection with any legal action to which you are a party arising out of theabove transactions; (e) to any proposed participant or assignee in any Bank’sinterest in any obligations under the Credit Agreement; (f) to any successor toAdministrative Agent; and (g) to Bracewell & Patterson, L.L.P. We acknowledgethat Bracewell & Patterson, L.L.P. is relying on the opinions herein expressed inrendering certain opinions to Administrative Agent and the Banks. This opinion may not berelied upon by you or any assignee or participant for any other purpose or relied upon byany other person without our prior written consent. The information set forth herein is asof the date of this letter, and we undertake no obligation or responsibility to update orsupplement this opinion in response to or to make you aware of subsequent changes in thestatus of Borrower, the law, or future events, facts, or information affecting thetransactions contemplated by the Credit Agreement occurring after the date of this letter.
 
Very truly yours,Polsinelli Shalton & Welte,    A Professional Corporation
 

Exhibit B - Page 2

    EXHIBIT C*OPINION OFCOUNSEL TO THE BORROWER*
To the Banks and the Administrative AgentReferred to Belowc/o Bank of America, N.A., as Administrative Agent333 Clay Street, Suite 4550Houston, Texas 77002Dear Sirs:

     We are counsel to Kinder Morgan,Inc., a Kansas corporation (the "Borrower"), and have represented the Borrowerin connection with the 364-Day Credit Agreement (the "Credit Agreement") datedas of October 25, 2000 among the Borrower, the banks listed on the signature pages thereofand Bank of America, N.A., as Administrative Agent. Terms defined in the Credit Agreementare used herein as therein defined. This opinion is being rendered to you at the requestof our client pursuant to *Section 3.01(c)* of the Credit Agreement.
     In connection with this opinion, wehave examined the Credit Agreement, executed by the Borrower.
     We have also examined originals orcopies, certified or otherwise identified to our satisfaction, of such documents,corporate records, certificates of public officials, certificates or comparable documentsof officers of the Borrower and other instruments and have conducted such otherinvestigations of fact and law as we have deemed necessary or advisable for purposes ofthis opinion. We have assumed (a) the genuineness of all signatures (other than those ofthe Borrower), (b) the authenticity of all documents and records submitted to us asoriginals, (c) the conformity to original documents and records of all documents andrecords submitted to us as copies (including conformed copies), and (d) the truthfulnessof all statements of fact contained therein.
     Upon the basis of the foregoing,and having due regard for such legal considerations as we deem relevant, we are of theopinion that:
     1.    To our knowledge after due inquiry,the Borrower has all material governmental licenses, authorizations, consents andapprovals required to carry on its business as now conducted.
     2.    The execution, delivery andperformance by the Borrower of the Credit Agreement requires no action by or in respectof, or filing with, any governmental body, agency or official (other than filings of theCredit Agreement with the Securities and Exchange Commission pursuant to the reportingrequirements of the Securities Exchange Act of 1934) and do not contravene, or constitutea default under, any provision of applicable law or regulation or of the articles ofincorporation or by-laws of the Borrower or of any material agreement, judgment,injunction, order, decree or other instrument, known to us after due inquiry, binding uponthe Borrower or any of its Subsidiaries or result in the creation or imposition of anyLien on any asset of the Borrower or any of its Subsidiaries.
     3.    The Credit Agreement constitutes avalid and binding agreement of the Borrower enforceable against the Borrower in accordancewith its terms, except as the same may be limited by
Exhibit C - Page 1

bankruptcy, insolvency or similar laws affecting creditors’ rightsgenerally and by general principles of equity.

     4.    To our knowledge after due inquiry,there is no action, suit or proceeding pending against, or threatened against oraffecting, the Borrower or any of its Subsidiaries before any court or arbitrator or anygovernmental body, agency or official, in which there is a reasonable possibility of anadverse decision which could materially adversely affect the business, consolidatedfinancial position or consolidated results of operations of the Borrower and itsConsolidated Subsidiaries, considered as a whole, or which in any manner draws intoquestion the validity of the Credit Agreement.
     5.    To our knowledge after due inquiry,each of the Borrower’s corporate Material Subsidiaries is a corporation validlyexisting and in good standing under the laws of its jurisdiction of incorporation, and hasall corporate powers and all material governmental licenses, authorizations, consents andapprovals required to carry on its business as now conducted.
     6.    The choice of New York law (otherthan conflict of laws rules) to govern the construction and interpretation of the CreditAgreement which contain such a choice of law should, if the issue is properly presented toa court of competent jurisdiction sitting in the State of Texas, be found by such court tobe a valid choice of law under the laws of the State of Texas.
Our opinion is subject to the following:

      (a)    We are members of the Bar of theState of Texas and the Bar of the State of New York and the foregoing opinion is limitedto the laws of the State of Texas, the laws of the State of New York and the federal lawsof the United States of America. In rendering the opinion in paragraph 3 above, insofar assuch opinion involves matters governed by the laws of the State of Kansas, we have relied,without independent investigation, upon the opinion of Polsinelli Shalton & Welte,P.C., delivered to you pursuant to *Section 3.01(c)* of the Credit Agreement.
      (b)    Our opinion is subject to theeffect of applicable bankruptcy, insolvency, reorganization, moratorium, fraudulentconveyance, preference, liquidation, conservatorship or other similar laws affectingcreditor’s rights generally.
      (c)    The enforceability of the CreditAgreement is subject to general principles of equity (regardless of whether suchenforceability is considered in a proceeding in equity or at law), and we express noopinion as to the availability of specific performance or any other equitable remedy.
      (d)    We express no opinion as to thelegality, validity, binding effect or enforceability of any provision in the CreditAgreement (i) purporting to restrict access to courts or to legal or equitableremedies; (ii) purporting to establish evidentiary standards; (iii) purportingto grant a right of set-off or similar rights against moneys, securities and otherproperties of Persons other than the Person granting such right or purporting to permitany Person purchasing a participation to exercise a right of set-off or similar rightswith respect to such participation; (iv) purporting to indemnify, defend, or holdharmless any Person; (v) purporting to affect any right to trial by jury, venue orjurisdiction; or (vi) pertaining to subrogation rights, delay or omission ofenforcement of rights or remedies, severability or marshaling of assets.
      (e)    We express no opinion as to thelegality, validity, binding effect or enforceability of any waiver under the CreditAgreement, or any consent thereunder, relating to the rights of, or duties owing
Exhibit C - Page 2

to, any Person which exist as a matter of law except to the extent suchPerson may legally so waive or consent and has so waived and consented.

      (f)    We have assumed, as to each Person(other than the Borrower) shown as being a party to the Credit Agreement, (i) thatsuch Person is duly organized, validly existing and in good standing under the laws of thejurisdiction in which it is organized; (ii) that the Credit Agreement has been dulyauthorized, executed and delivered by such Person; (iii) that such Person has therequisite power and authority to perform its obligations under the Credit Agreement andwill perform such obligations in compliance with all laws and regulations applicable toit; (iv) that there are neither suits, actions or proceedings pending against suchPerson nor judicial or administrative orders, judgments or decrees binding on such Personthat affect the legality, validity, binding effect or enforceability of the CreditAgreement; (v) that no consent, license, approval or authorization of, or filing orregistration with, any governmental authority is required for the valid execution,delivery and performance of the Credit Agreement, and (vi) that the execution, deliveryand performance of the Credit Agreement by such Person do not violate (1) any provision ofany law or regulation, (2) any order, judgment, writ, injunction, award or decree of anycourt, arbitrator, or governmental authority, (3) the charter or bylaws of such Person, or(4) any indenture, lease or other agreement to which such Person is a party or by whichsuch Person or any of its assets is bound; and (vii) that the Credit Agreementconstitutes the legal, valid and binding obligation of such Person enforceable againstsuch Person in accordance with its terms, subject to the type of qualifications regardingenforceability as are set forth in this opinion. We have also assumed that each Bank willmake each Loan under the Credit Agreement for its own account in the ordinary course ofits commercial lending business and not with a view to, or for sale in connection with,any distribution of any Notes and that no Bank is participating in any such distribution.
      (g)    We have assumed that theAdministrative Agent and the Banks will comply with each usury savings clause in theCredit Agreement and that none of the Administrative Agent or the Banks has taken,reserved, charged or received interest or will take, reserve, charge or receive interest,except as provided in the Credit Agreement. We express no opinion as to the effect of thelaw of any jurisdiction other than the State of Texas wherein any Bank may be located orwherein enforcement of the Credit Agreement may be sought which limits the rates ofinterest legally chargeable or collectible.
      (h)    Our opinion is subject to thequalification that certain remedial provisions of the Credit Agreement are or may beunenforceable in whole or in part, but such possible unenforceability of such remedialprovisions will not render the Credit Agreement inadequate for enforcing payment of theindebtedness that is evidenced by the Credit Agreement and for the practical realizationof the principal rights and benefits afforded by the Credit Agreement.
      (i)    We have assumed that a party to theCredit Agreement is a resident of the State of New York or that a party to the CreditAgreement has its place of business or, if that party has more than one place of business,its chief executive office or an office from which it conducts a substantial part of thenegotiations relating to the transaction, in the State of New York.
      (j)    Whenever our opinion is given"to our knowledge after due inquiry" or is based on circumstances "known tous after due inquiry", we have relied exclusively upon certificates of officers(after the discussion of the contents thereof with such officers) of the Borrower as tothe existence or non-existence of the circumstances upon which such opinion is predicated.We have no reason to believe, however, that any such certificate is untrue or inaccuratein any material respect.
Exhibit C - Page 3

      (k)    In rendering the opinions hereinrelating to the absence of any litigation, investigation or administrative proceeding, weexpress no opinion with respect to the possible effect of any litigation, investigation orproceeding as to which the Borrower is not a named party.
     You are advised that variousmembers of this firm are stockholders of Kinder Morgan, Inc.; however, no member owns inexcess of one percent of Kinder Morgan, Inc.’s outstanding common stock.
     This opinion is rendered solely toyou and any Assignee or Participant in connection with the above matter. This opinion maynot be relied upon by you or any Assignee or Participant for any other purpose or reliedupon by any other person without our prior written consent.
Very truly yours,

 

Exhibit C - Page 4

EXHIBIT D

ASSIGNMENT AND ASSUMPTION AGREEMENT

     AGREEMENTdated as of _______________, 20__ among [ASSIGNOR] (the "Assignor"), [ASSIGNEE](the "Assignee"), KINDER MORGAN, INC. (the "Borrower") and BANK OFAMERICA, N.A., as Administrative Agent (the "Administrative Agent").*W I T N E S S E T H*
     WHEREAS,this Assignment and Assumption Agreement (the "Agreement") relates to the364-Day Credit Agreement dated as of October 25, 2000 among the Borrower, the Assignor andthe other Banks party thereto, as Banks, and the Administrative Agent (the "CreditAgreement");
     WHEREAS,as provided under the Credit Agreement, the Assignor has a Commitment to make Loans to theBorrower in an aggregate principal amount at any time outstanding not to exceed$__________;
     WHEREAS,Loans made to the Borrower by the Assignor under the Credit Agreement in the aggregateprincipal amount of $__________ are outstanding at the date hereof, and
     WHEREAS,the Assignor proposes to assign to the Assignee all of the rights of the Assignor underthe Credit Agreement in respect of a portion of its Commitment thereunder in an amountequal to $__________ (the "Assigned Amount"), together with a correspondingportion of its outstanding Loans, and the Assignee proposes to accept assignment of suchrights and assume the corresponding obligations from the Assignor on such terms;
     NOW,THEREFORE, in consideration of the foregoing and the mutual agreements contained herein,the parties hereto agree as follows:
     SECTION1. Definitions. All capitalized terms not otherwise defined herein shall have therespective meanings set forth in the Credit Agreement.
     SECTION2. Assignment. The Assignor hereby assigns and sells to the Assignee all of the rights ofthe Assignor under the Credit Agreement to the extent of the Assigned Amount, and theAssignee hereby accepts such assignment from the Assignor and assumes all of theobligations of the Assignor under the Credit Agreement to the extent of the AssignedAmount, including the purchase from the Assignor of the corresponding portion of theprincipal amount of the Loans made by the Assignor outstanding at the date hereof. Uponthe execution and delivery hereof by the Assignor, the Assignee[, the Borrower and theAdministrative Agent] and the payment of the amounts specified in *Section 3*required to be paid on the date hereof (i) the Assignee shall, as of the date hereof,succeed to the rights and be obligated to perform the obligations of a Bank under theCredit Agreement with a Commitment in an amount equal to the Assigned Amount, and (ii) theCommitment of the Assignor shall, as of the date hereof, be reduced by a like amount andthe Assignor released from its obligations under the Credit Agreement to the extent suchobligations have been assumed by the Assignee. The assignment provided for herein shall bewithout recourse to the Assignor.
     SECTION3. Payments. As consideration for the assignment and sale contemplated in *Section 2*hereof, the Assignee shall pay to the Assignor on the date hereof in Federal funds theamount heretofore agreed between them.* [It is understood that commitment and/or facilityfees accrued to the date hereof
Exhibit D - Page 1

are for the account of the Assignor and suchfees accruing from and including the date hereof are for the account of the Assignee.]Each of the Assignor and the Assignee hereby agrees that if it receives any amount underthe Credit Agreement which is for the account of the other party hereto, it shall receivethe same for the account of such other party to the extent of such other party’sinterest therein and shall promptly pay the same to such other party.

     SECTION4. Consent of the Borrower and the Administrative Agent. This Agreement is conditionedupon the consent of the Borrower and the Administrative Agent pursuant to *Section9.06(c)* of the Credit Agreement. The execution of this Agreement by the Borrower andthe Administrative Agent is evidence of this consent. Pursuant to *Section 9.06(c)*,if requested by Assignee, the Borrower agrees to execute and deliver a Note payable to theorder of the Assignee to evidence the assignment and assumption provided for herein.
     SECTION5. Non-Reliance on Assignor. The Assignor makes no representation or warranty inconnection with, and shall have no responsibility with respect to, the solvency, financialcondition, or statements of the Borrower, or the validity and enforceability of theobligations of the Borrower in respect of the Credit Agreement or any Note. The Assigneeacknowledges that it has, independently and without reliance on the Assignor, and based onsuch documents and information as it has deemed appropriate, made its own credit analysisand decision to enter into this Agreement and will continue to be responsible for makingits own independent appraisal of the business, affairs and financial condition of theBorrower.
     SECTION6. Governing Law. This Agreement shall be governed by and construed in accordance with thelaws of the State of New York.
     SECTION7. Counterparts. This Agreement may be signed in any number of counterparts, each of whichshall be an original, with the same effect as if the signatures thereto and hereto wereupon the same instrument.
 

_______________
*Amount should    combine principal together with accrued interest and breakage compensation, if any, to be    paid by the Assignee, net of any portion of any upfront fee to be paid by the Assignor to    the Assignee. It may be preferable in an appropriate case to specify these amounts    generically or by formula rather than as a fixed sum.
 

Exhibit D - Page 2

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and deliveredby their duly authorized officers as of the date first above written.
[ASSIGNOR]By                                                                                     Title:[ASSIGNEE]By                                                                                     Title:KINDER MORGAN, INC.By                                                                                      Title:BANK OF AMERICA,    N.A.,    as Administrative AgentBy                                                                                      Title:
 

Exhibit D - Page 3

     EXHIBIT E
DESIGNATION AGREEMENT

Dated ________________, 20__

     Referenceis made to the $500,000,000 364-Day Credit Agreement dated as of October 25, 2000([amended or otherwise modified from time] to time, the "Credit Agreement")among Kinder Morgan, Inc., a Kansas corporation (the "Borrower"), the bankslisted on the signature pages thereof (the "Banks") and Bank of America, N.A.,as Administrative Agent. Terms defined in the Credit Agreement are used herein as thereindefined.
     _______________(the "Designator"), _______________ (the "Designee"), and theBorrower, agree as follows:
     1    The Designator hereby designates the Designee, and theDesignee hereby accepts such designation, as its Designated Lender under the CreditAgreement.
     2.    The Designator makes no representations or warrantyand assumes no responsibility with respect to the financial condition of the Borrower orthe performance or observance by the Borrower of any of its obligations under the CreditAgreement or any other instrument or document furnished pursuant thereto.
     3.    The Designee (i) confirms that it has received a copyof the Credit Agreement, together with copies of the financial statements referred to in *Article5* thereof and such other documents and information as it has deemed appropriate tomake its own credit analysis and decision to enter into this Designation Agreement; (ii)agrees that it will, independently and without reliance upon the Agents, the Designator orany other Bank and based on such documents and information as it shall deem appropriate atthe time, continue to make its own credit decisions in taking or not taking any action itmay be permitted to take under the Credit Agreement; (iii) confirms that it is an EligibleDesignee; (iv) appoints and authorizes the Designator as its administrative agent andattorney-in-fact and grants the Designator an irrevocable power of attorney to receivepayments made for the benefit of the Designee under the Credit Agreement and to deliverand receive all communications and notices under the Credit Agreement, if any, thatDesignee is obligated to deliver or has the right to receive thereunder; (v) acknowledgesthat it is subject to and bound by the confidentiality provisions of the Credit Agreement(except as permitted under *Section 9.07(a)* thereof); and (vi) acknowledges that theDesignator retains the sole right and responsibility to vote under the Credit Agreement,including, without limitation, the right to approve any amendment, modification or waiverof any provision of the Credit Agreement, and agrees that the Designee shall be bound byall such votes, approvals, amendments, modifications and waivers and all other agreementsof the Designator pursuant to or in connection with the Credit Agreement, all subject to *Section9.05(b)* of the Credit Agreement.
     4.    Following the execution of this Designation Agreementby the Designator, the Designee and the Borrower, it will be delivered to theAdministrative Agent for acceptance and recording by the Administrative Agent. Theeffective date of this Designation Agreement shall be the date of acceptance thereof bythe Administrative Agent, unless otherwise specified on the signature page hereto (the"*Effective Date*").
     5.    Upon such acceptance and recording by theAdministrative Agent, as of the Effective Date (a) the Designee shall have the right tomake Loans as a Bank pursuant to *Section 2.01* of the Credit Agreement and therights of a Bank related thereto and (b) the making of any such Loans by the Designee
Exhibit E - Page 1

shall satisfy the obligations of theDesignator under the Credit Agreement to the same extent, and as if, such Loans were madeby the Designator.

     6.    This Designation Agreement shall be governed by, andconstrued in accordance with, the laws of the State of New York.
     INWITNESS WHEREOF, the parties have caused this Designation Agreement to be executed bytheir respective officers hereunto duly authorized, as of the date first above written.Effective Date*:
_________________,    ________[NAME OF    DESIGNATOR]By:                                                                                     Name:                                                                                Title:                                                                                  [NAME OF DESIGNEE]    By:                                                                                     Name:                                                                                Title:                                                                                  KINDER MORGAN, INC.    By:                                                                                     Name:                                                                                Title:                                                                                  
Accepted and Approved this_____ day of _______________, _______

BANK OF AMERICA, N.A.,

as Administrative Agent

 

By:                                                                        Title:                                                        
_________________

*    This date should be no earlier than the date ofacceptance by the Administrative Agent.
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