<PAGE>   1
                                                                     EXHIBIT 4.3

================================================================================



                                  $900,000,000

                AMENDED AND RESTATED THREE-YEAR CREDIT AGREEMENT


                                      among

                     CHEVRON PHILLIPS CHEMICAL COMPANY LLC,
                                 as a Borrower,

                                       and

                      CHEVRON PHILLIPS CHEMICAL COMPANY LP,
                                 as a Borrower,


                            The Lenders Party Hereto,


                             BANK OF AMERICA, N.A.,
                            as Administrative Agent,

                            THE CHASE MANHATTAN BANK
                                       and
                              ABN AMRO BANK, N.V.,
                            as Co-Syndication Agents,

                                       and

                         NATIONAL WESTMINSTER BANK PLC,
                             as Documentation Agent


                            Dated as of July 3, 2000


================================================================================


                         BANC OF AMERICA SECURITIES LLC

                                       and

                             CHASE SECURITIES INC.,
                 as Joint Lead Arrangers and Joint Book Managers
<PAGE>   2
                                TABLE OF CONTENTS

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SECTION 1.  DEFINITIONS....................................................................1
            1.1  Defined Terms.............................................................1
            1.2  Other Definitional Provisions............................................12

SECTION 2.  AMOUNT AND TERMS OF COMMITMENTS...............................................12
            2.1  Commitment...............................................................12
            2.2  Repayment of Loans; Evidence of Debt.....................................12
            2.3  Procedure for Revolving Credit Borrowing.................................13
            2.4  Same Day Loans...........................................................15
            2.5  Termination or Reduction of Commitments..................................16
            2.6  Optional and Mandatory Prepayments.......................................17
            2.7  Conversion and Continuation Options......................................17
            2.8  Maximum Number of Tranches...............................................18
            2.9  Fees   ..................................................................18
            2.10  Interest Rate...........................................................19
            2.11  Computation of Interest and Fees........................................19
            2.12  Inability to Determine Interest Rate....................................20
            2.13  Pro Rata Treatment and Payments.........................................20
            2.14  Increased Costs.........................................................21
            2.15  Illegality..............................................................22
            2.16  Taxes ..................................................................23
            2.17  Break Funding Payments..................................................24

SECTION 3.  REPRESENTATIONS AND WARRANTIES................................................25
            3.1  Corporate Existence and Power............................................25
            3.2  Corporate and Governmental Authorization; Contravention..................25
            3.3  Enforceability...........................................................25
            3.4  Litigation...............................................................26
            3.5  Financial Statements; No Material Change.................................26
            3.6  Employee Benefit Plans...................................................26
            3.7  Taxes  ..................................................................27
            3.8  Material Subsidiaries....................................................27
            3.9  Investment Company Act...................................................27
            3.10  Regulation U............................................................27
            3.11  Compliance with Laws.  .................................................27
            3.12  Purpose of Loans........................................................28

SECTION 4.  CONDITIONS PRECEDENT..........................................................28
            4.1  Conditions to Effectiveness of Agreement.................................28
            4.2  Conditions to Each Loan..................................................29
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SECTION 5.  AFFIRMATIVE COVENANTS OF THE BORROWERS........................................30
            5.1  Obligations..............................................................30
            5.2  Financial Reporting Requirements.........................................30
            5.3  Notices..................................................................31
            5.4  Maintenance of Property; Insurance.......................................31
            5.5  Compliance with Laws.....................................................31
            5.6  Books and Records........................................................31
            5.7  Further Assurances.......................................................32

SECTION 6.  NEGATIVE COVENANTS OF THE BORROWERS...........................................32
            6.1  Negative Pledge..........................................................32
            6.2  Consolidations, Mergers and Sales of Assets..............................33

SECTION 7.  EVENTS OF DEFAULT.............................................................33

SECTION 8.  THE ADMINISTRATIVE AGENT......................................................35
            8.1  Appointment of Administrative Agent; No Other Duties.....................35
            8.2  Delegation of Duties.....................................................35
            8.3  Exculpatory Provisions...................................................35
            8.4  Reliance by Administrative Agent.........................................36
            8.5  Notice of Default........................................................36
            8.6  Non-Reliance on Administrative Agent and Other Lenders...................37
            8.7  Indemnification..........................................................37
            8.8  Administrative Agent in Its Individual Capacity..........................38
            8.9  Successor or Substitute Administrative Agent.............................38
            8.10 Co-Syndication Agents; Documentation Agent; Lead Arrangers...............39

SECTION 9.  MISCELLANEOUS.................................................................39
            9.1  Amendments and Waivers...................................................39
            9.2  Notices..................................................................40
            9.3  No Waiver; Cumulative Remedies...........................................41
            9.4  Confidentiality..........................................................41
            9.5  Payment of Expenses; Indemnification.....................................42
            9.6  Successors and Assigns; Participations; Purchasing Lenders...............43
            9.7  Adjustments; Set-off.....................................................45
            9.8  Counterparts.............................................................46
            9.9  GOVERNING LAW............................................................46
            9.10  Jurisdiction; Venue.....................................................46
            9.11  Survival and Termination of Agreement...................................47
            9.12  Entire Agreement........................................................47
            9.13  WAIVER OF JURY TRIAL....................................................47
            9.14  Severability............................................................47
            9.15  Joint and Several Liability.............................................47
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                                      -ii-
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SCHEDULE I      Lender Information

ANNEX A         Pricing Grid

EXHIBIT A       Form of Note
EXHIBIT B       Form of Assignment and Acceptance
EXHIBIT C       Form of Closing Certificate
EXHIBIT D       Form of Secretary's Certificate
EXHIBIT E       Form of Opinion of Simpson Thacher & Bartlett
EXHIBIT F       Form of Borrowing Request
EXHIBIT G       Form of Exemption Certificate
EXHIBIT H       Form of Same Day Borrowing Request
EXHIBIT I       Form of Conversion or Continuation Request
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                                      -iii-
<PAGE>   5
               AMENDED AND RESTATED THREE-YEAR CREDIT AGREEMENT, dated as of
July 3, 2000, among CHEVRON PHILLIPS CHEMICAL COMPANY LLC, a Delaware limited
liability company (the "LLC"), CHEVRON PHILLIPS CHEMICAL COMPANY LP, a Delaware
limited partnership which is wholly-owned, indirectly, by the LLC (the "LP"; and
together with the LLC, the "Borrowers" and, each, a "Borrower"), the several
lenders from time to time parties to this Agreement (collectively, the
"Lenders"; individually, a "Lender"), BANK OF AMERICA, N.A., as administrative
agent (the "Administrative Agent"), THE CHASE MANHATTAN BANK and ABN AMRO BANK,
N.V., as co-syndication agents (the "Co-Syndication Agents"), and NATIONAL
WESTMINSTER BANK PLC, as documentation agent (the "Documentation Agent").

                                 R E C I T A L S

               WHEREAS, Borrowers, Administrative Agent and the lenders and
agents party thereto have entered into the Existing Three-Year Credit Agreement
(as defined herein); and

               WHEREAS, Borrowers, Administrative Agent and the lenders and
agents party hereto desire to modify, amend and restate the terms of the
Existing Three-Year Credit Agreement as set forth herein.

               NOW, THEREFORE, in consideration of the premises and the
agreements, provisions, and covenants herein contained, the parties hereto
hereby agree to amend and restate the Existing Three-Year Credit Agreement in
its entirety as follows:


               SECTION 1.  DEFINITIONS

                1.1 DEFINED TERMS. As used in this Agreement, the following
terms shall have the following meanings:

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

                "Administrative Agent": as defined in the preamble.

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

                "Affiliate": as to any Person, any other Person that, directly
        or indirectly, is in control of, is controlled by, or is under common
        control with, such Person. For purposes of this definition, "control" of
        a Person means the power, directly or indirectly, either to (a) vote 10%
        or more of the securities having ordinary voting power for the election
        of directors (or persons performing similar functions) of such Person or
        (b) direct or cause the direction of the management and policies of such
        Person, whether by contract or otherwise.
<PAGE>   6
                                                                               2


               "Agent's Fees":  as defined in subsection 2.9(c).

               "Agreement": this Three-Year Credit Agreement, as amended,
        supplemented or otherwise modified from time to time.

               "Alternate Base Rate": for any day, a rate per annum equal to the
        greater of (a) the Prime Rate in effect on such day or (b) the Federal
        Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in
        the Alternate Base Rate due to a change in the Prime Rate or the Federal
        Funds Effective Rate shall be effective from and including the effective
        date of such change in the Prime Rate or the Federal Funds Effective
        Rate, respectively. "Federal Funds Effective Rate": as used in this
        definition, for any day, the weighted average (rounded upwards, if
        necessary, to the next 1/100 of 1%) of the rates on overnight Federal
        funds transactions with members of the Federal Reserve System arranged
        by Federal funds brokers, as published on the next succeeding Business
        Day by the Federal Reserve Bank of New York, or, if such rate is not so
        published for any day that is a Business Day, the average (rounded
        upwards, if necessary, to the next 1/100 of 1%) of the quotations for
        such day for such transactions received by the Administrative Agent from
        three Federal funds brokers of recognized standing selected by it.
        "Prime Rate": as used in this definition, the rate of interest per annum
        publicly announced from time to time by Bank of America, N.A. as its
        "prime rate" in New York City. Such "prime rate" is a rate set by Bank
        of America, N.A., based upon various factors, including Bank of America,
        N.A.'s cost and desired return, general economic conditions and other
        factors, and is used as a reference point for pricing some loans, which
        may be priced at, above, or below such announced rate. Any change in
        such rate announced by Bank of America, N.A., shall take effect at the
        opening of business on the day specified in the public announcement of
        such change.

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

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

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

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

               "Available Commitment": as to any Lender, at a particular time,
        an amount equal to the excess, if any, of (a) the amount of such
        Lender's Commitment at such time, minus (b) the aggregate unpaid
        principal amount at such time of all Loans of such Lender, and minus (c)
        an amount equal to such Lender's Commitment Percentage of the aggregate
        unpaid principal amount at such time of all Same Day Loans, provided
        that for purposes of calculating Available Commitments for purposes of
        subsection 2.9(a), such amount
<PAGE>   7
                                                                               3


        under clauses (b) and (c) consisting of Same Day Loans shall be zero;
        collectively, the "Available Commitments".

               "Borrower(s)": as defined in the preamble.

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

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

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

                "Chevron": Chevron Corporation, a Delaware corporation.

                "Chevron U.S.A.": Chevron U.S.A. Inc., a Pennsylvania
        corporation.

               "Closing Date": July 3, 2000.

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

                "Co-Syndication Agent": as defined in the preamble.

                "Commitment": as to any Lender, its obligation to make Loans to
        the Borrowers pursuant to subsection 2.1 and to make or participate in
        Same Day Loans pursuant to subsection 2.4, in each case in an aggregate
        amount not to exceed at any one time outstanding the amount set forth
        opposite such Lender's name on Schedule I, as such amount may change
        from time to time as provided herein; provided that the Commitments
        shall not at any time exceed $900,000,000 in the aggregate;
        collectively, the "Commitments"; provided further, that the Commitments
        with respect to Same Day Loans shall not at any time exceed $50,000,000
        in the aggregate.

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

               "Commitment Percentage": at a particular time, as to any Lender,
        the percentage of the aggregate Commitments in effect at such time
        constituted by such Lender's Commitment.
<PAGE>   8
                                                                               4


               "Commitment Period": the period from and including the Closing
        Date to but not including the Three-Year Commitment Termination Date or
        such earlier date as all the Commitments shall terminate as provided
        herein.

               "Commitment Utilization Percentage": on any day the percentage
        equivalent to a fraction (a) the numerator of which is the sum of the
        aggregate outstanding principal amount of (i) the Loans, and (ii) the
        364-Day Loans, excluding the 364-Day Term-out Loans; and (b) the
        denominator of which is the sum of (y) the aggregate Commitments (or, on
        any day after termination of the Commitments pursuant to Section 7, the
        aggregate Commitments in effect immediately preceding such termination)
        and (z) the aggregate 364-Day Commitments, excluding the aggregate
        Commitments with respect to 364-Day Term-out Loans (or, on any day after
        termination of the 364-Day Commitments pursuant to Section 7, the
        aggregate 364- Day Commitments in effect immediately preceding such
        termination, excluding the aggregate 364-Day Commitments with respect to
        364-Day Term-out Loans).

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

               "Confidential Information": as defined in subsection 9.4.

               "Consolidated Net Assets": at any date, the total amount (without
        duplication) of assets of the LLC and its Subsidiaries after deducting
        therefrom (a) all current liabilities (without duplication) of the LLC
        and its Subsidiaries (excluding any thereof which are by their terms
        extendible or renewable at the option of the LLC or the applicable
        Subsidiary, as the case may be, to a time more than 12 months after the
        time as of which the amount thereof is being computed), and (b) total
        prepaid expenses and deferred charges of the LLC and its Subsidiaries.

               "Contribution Agreement": the contribution agreement, dated as of
        May 23, 2000, by and among Chevron, Phillips and the LLC, as in effect
        on the date hereof.

               "CP Proceeds": the net proceeds received by a Borrower from the
        issuance of any commercial paper to the extent such proceeds are not
        used to repay outstanding commercial paper maturing on the date of
        receipt of such proceeds.

               "Debt": as to any Person, at any date, without duplication, (i)
        all obligations of such Person for borrowed money, (ii) all obligations
        of such Person evidenced by bonds, debentures, notes or other similar
        instruments, (iii) all obligations of such Person to pay the deferred
        purchase price of property or services, except trade accounts payable
        arising in the ordinary course of business, (iv) all obligations of such
        Person as lessee under capital leases, and (v) all Debt of others
        Guaranteed by such Person.
<PAGE>   9
                                                                               5


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

               "Documentation Agent": as defined in the preamble.

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

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

               "Effective Date": August 14, 2000 (the date Administrative Agent
        has received from each of the other parties hereto a counterpart hereof
        signed by such party or facsimile or other written confirmation
        satisfactory to Administrative Agent confirming that such party has
        signed a counterpart hereof).

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

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

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

               "ERISA Event": (a) any "reportable event", as defined in Section
        4043 of ERISA or the regulations issued thereunder with respect to a
        Plan (other than an event for which the 30-day notice period is waived
        under the regulations); (b) the existence with respect to any Plan of an
        "accumulated funding deficiency" (as defined in Section 412 of the Code
        or Section 302 of ERISA), whether or not waived; (c) the filing pursuant
        to Section 412(d) of the Code or Section 303(d) of ERISA of an
        application for a waiver of the minimum funding standard with respect to
        any Plan; (d) the incurrence by either Borrower or any of its ERISA
        Affiliates of any liability under Title IV of ERISA with respect to the
        termination of any Plan; (e) the receipt by either Borrower or any ERISA
<PAGE>   10
                                                                               6


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

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

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

               "Event of Default": as defined in Section 7.

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

               "Existing Three-Year Credit Agreement" means the Three-Year
        Credit Agreement dated as of July 3, 2000, among the Borrowers, the
        Lenders party thereto, Bank of America, N.A., as administrative agent,
        The Chase Manhattan Bank, as syndication agent, and ABN AMRO Bank, N.V.,
        as documentation agent.

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

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

               "Governmental Authority": any nation or government, any state or
        other political subdivision thereof and any entity exercising executive,
        legislative, judicial, regulatory or administrative functions of or
        pertaining to government.
<PAGE>   11

                                                                               7


               "Guarantee": as to any Person, any obligation, contingent or
        otherwise, of such Person directly or indirectly guaranteeing any Debt
        or other obligation of any other Person and, without limiting the
        generality of the foregoing, any obligation, direct or indirect,
        contingent or otherwise, of such Person (i) to purchase or pay (or
        advance or supply funds for the purchase or payment of) such Debt or
        other obligation (whether arising by virtue of partnership arrangements,
        by agreement to keep-well, to purchase assets, goods, securities or
        services, to take-or-pay, or to maintain financial statement conditions
        or otherwise) or (ii) entered into for the purpose of assuring in any
        other manner the obligee of such Debt or other obligation of the payment
        thereof or to protect such obligee against loss in respect thereof (in
        whole or in part), provided that the term "Guarantee" shall not include
        endorsements for collection or deposit in the ordinary course of
        business or performance, surety and similar bonds or completion
        guarantees provided in the ordinary course of business. The term
        "Guarantee" used as a verb has a corresponding meaning.

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

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

               "Initial Loans": Loans made to a Borrower for the purpose
        described in subsection 3.12(i).

               "Interest Payment Date": (a) as to any ABR Loan, the last day of
        each March, June, September and December, (b) as to any Eurodollar Loan
        in respect of which the applicable Borrower has selected an Interest
        Period of one, two or three months, the last day of such Interest
        Period, (c) as to any Eurodollar Loan in respect of which the applicable
        Borrower has selected an Interest Period longer than 3 months, each date
        which is three months, or a whole multiple thereof, from the first day
        of such Interest Period and the last day of such Interest Period, and
        (d) with respect to any Same Day Loan, the last day of such Interest
        Period.
<PAGE>   12
                                                                               8


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

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

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

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

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

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

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

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

                         (iii) notwithstanding anything to the contrary in this
               definition of "Interest Period", any Interest Period that would
               otherwise extend beyond the Three-Year Commitment Termination
               Date shall end on the Three-Year Commitment Termination Date.

               "Investment Grade Rating": ratings of at least BBB- by S&P (with
        not less than a stable outlook) and Baa3 by Moodys.
<PAGE>   13
                                                                               9


               "Lead Arrangers": Banc of America Securities LLC and Chase
        Securities Inc.

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

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

               "LLC": as defined in the preamble.

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

               "LP": as defined in the preamble.

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

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

               "Moody's": Moody's Investors Service, Inc., and its successors.

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

               "Non-U.S. Lender" as defined in subsection 2.16(b).

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

               "Participant": as defined in subsection 9.6(b).

               "Permitted Encumbrances": (a) Liens imposed by law for taxes that
        are not yet due or are being contested in compliance with subsection
        5.1; (b) carriers', warehousemen's, mechanics', materialmen's,
        repairmen's and other like Liens imposed by law, arising in the ordinary
        course of business and securing obligations that are not overdue by more
        than 30 days or are being contested in compliance with subsection 5.1;
        (c) pledges and deposits made in the ordinary course of business in
        compliance with workers' compensation, unemployment insurance and other
        social security laws or
<PAGE>   14
                                                                              10


        regulations; (d) deposits to secure the performance of bids, trade
        contracts, leases, statutory obligations, surety and appeal bonds,
        performance bonds and other obligations of a like nature, in each case
        in the ordinary course of business; (e) easements, zoning restrictions,
        rights-of-way and similar encumbrances on real property imposed by law
        or arising in the ordinary course of business that do not secure any
        monetary obligations and do not materially detract from the value of the
        affected property or interfere with the ordinary conduct of business of
        the Borrowers or any of their respective Subsidiaries; (f) any Lien
        arising out of judgements or awards against a Borrower or any Subsidiary
        with respect to which such Borrower or such Subsidiary at the time shall
        be prosecuting an appeal or proceedings for review and with respect to
        which it shall have secured a stay of execution pending such appeal or
        proceedings for review to the extent such proceeding has not resulted in
        an Event of Default under subsection 7(i); and (g) Liens not otherwise
        covered by clauses (a) - (f) inclusive which are incidental to the
        conduct of the business of the Borrowers and their Subsidiaries or the
        ownership of their assets which do not in the aggregate materially
        detract from the value of such assets or materially impair their use in
        the operation of such Borrower's or such Subsidiary's business; provided
        that the term "Permitted Encumbrances" shall not include any Lien
        securing Debt.

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

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

               "Phillips": Phillips Petroleum Company, a Delaware corporation.

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

               "Pricing Grid": the Pricing Grid attached hereto as Annex A.

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

               "Reference Banks": Bank of America, N.A., ABN AMRO Bank, N.V.,
        The Chase Manhattan Bank and such other banks acceptable to the
        Borrowers designated by the Administrative Agent from time to time.

               "Register": as defined in subsection 9.6(d).

               "Required Lenders": at a particular time, (a) prior to the
        Three-Year Commitment Termination Date, Lenders, the Commitment
        Percentages of which aggregate more than 50% and (b) if the Commitments
        have then been terminated and there are Loans
<PAGE>   15
                                                                              11


        outstanding, Lenders holding Loans aggregating more than 50% of the
        aggregate outstanding principal amount of Loans.

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

               "Same Day Lender": Bank of America, N.A., in its capacity as
        lender of Same Day Loans hereunder.

               "Same Day Loan": a Loan made pursuant to subsection 2.04.

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

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

               "Successor": as defined in subsection 6.2.

               "Three-Year Commitment Termination Date": July 3, 2003.

               "364-Day Credit Agreement": the Amended and Restated 364-Day
        Credit Agreement, dated as of the date hereof, among LLC and LP, each as
        a borrower, the several lenders from time to time parties thereto, Bank
        of America, N.A., as administrative agent, The Chase Manhattan Bank and
        ABN AMRO Bank, N.V., as co-syndication agents, National Westminster Bank
        Plc, as documentation agent, and Banc of America Securities LLC and
        Chase Securities Inc., as joint lead arrangers and joint book managers.

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

               "Transferee": as defined in subsection 9.6(f).

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

               "Type": as to any Loan its nature as a Eurodollar Loan, an ABR
        Loan or a Same Day Loan.
<PAGE>   16
                                                                              12


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

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

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


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

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

               (e) The insertion of the term "364-Day" before any capitalized
term herein shall mean that such capitalized term shall have the meaning herein
that it has in the 364-Day Credit Agreement.


               SECTION 2.  AMOUNT AND TERMS OF COMMITMENTS

               2.1 COMMITMENT. (a) Subject to the terms and conditions hereof,
each Lender severally agrees to make Loans to the Borrowers from time to time
during the Commitment Period in an aggregate principal amount at any one time
outstanding which, when added to such Lender's Commitment Percentage of the
outstanding Same Day Loans, does not exceed the amount of such Lender's then
current Commitment; provided, that the aggregate amount of the Loans outstanding
shall not at any time exceed the aggregate amount of the Commitments. During the
Commitment Period, each Borrower may use the Commitments by borrowing, prepaying
the Loans in whole or in part, and reborrowing, all in accordance with the terms
and conditions hereof.

               (b) The Loans may from time to time be (i) Eurodollar Loans, (ii)
ABR Loans, (iii) a combination thereof, or (iv) Same Day Loans, as determined by
the applicable Borrower, and notified to the Administrative Agent in accordance
with subsection 2.3, 2.4 or 2.7; provided, that no Loan shall be made as a
Eurodollar Loan after the day that is one month prior to the Three-Year
Commitment Termination Date.
<PAGE>   17
                                                                              13



               2.2 REPAYMENT OF LOANS; EVIDENCE OF DEBT. (a) The Borrowers,
jointly and severally, hereby unconditionally promise to pay to the
Administrative Agent for the account of each Lender the then unpaid principal
amount of the Loans of such Lender on the Three-Year Commitment Termination Date
(or such earlier date on which the Loans become due and payable pursuant to
Section 7). The Borrowers, jointly and severally, hereby unconditionally promise
to the Same Day Lender to pay the then unpaid principal amount of each Same Day
Loan on the earlier of the Three-Year Commitment Termination Date and the first
Business Day after the Borrowing Date for such Same Day Loan or, if an Interest
Period was selected in the applicable Borrower's notice of borrowing for such
Same Day Loan, the last day of such Interest Period. The Borrowers, jointly and
severally, hereby further agree to pay interest on the unpaid principal amount
of the Loans from time to time outstanding from the date hereof until payment in
full thereof at the rates per annum, and on the dates, set forth in subsection
2.10.

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

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

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

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

               2.3 PROCEDURE FOR REVOLVING CREDIT BORROWING. (a) Each Borrower
may borrow under the Commitments during the Commitment Period on any Business
Day; provided, that the applicable Borrower shall give the Administrative Agent
irrevocable written notice, substantially in the form of Exhibit F hereto, (i)
prior to 1:00 P.M., New York City time, three Business Days prior to the
requested Borrowing Date, in the case of Eurodollar Loans and (ii) prior to 1:00
P.M., New York City time, on the requested Borrowing Date, in the case of ABR
Loans, specifying (A) the amount to be borrowed, (B) the requested Borrowing
Date, (C) whether the borrowing is to be a Eurodollar Loan, an ABR Loan, or a
combination thereof and
<PAGE>   18
                                                                              14


(D) the length of the Interest Period for each Eurodollar Loan included in such
notice. If no election as to the Type of borrowing is specified, then the
requested borrowing shall be an ABR borrowing. If no Interest Period is
specified with respect to any requested Eurodollar borrowing, then the Interest
Period shall be deemed to be one month. Each Eurodollar or ABR borrowing under
the Commitments shall be in an aggregate principal amount of the lesser of (1)
$10,000,000 or a whole multiple of $1,000,000 in excess thereof, and (2) the
then Available Commitments.

               (b) Upon receipt of such notice from the applicable Borrower, the
Administrative Agent shall promptly notify each Lender thereof (but in any event
no later than (i) the date of receipt of such notice from such Borrower in the
case of Eurodollar Loans and (ii) 2:00 P.M., New York City time, on the
requested Borrowing Date in the case of ABR Loans). Each Lender will make the
amount of its pro rata share of each borrowing available to the Administrative
Agent for the account of such Borrower at the office of the Administrative Agent
set forth in subsection 9.2 prior to (i) 3:00 P.M., New York City time, in the
case of ABR Loans, and (ii) 12:00 Noon, New York City time, in the case of
Eurodollar Loans on the Borrowing Date requested by such Borrower in funds
immediately available to the Administrative Agent in Dollars. The proceeds of
all such Loans will then be made available to such Borrower by the
Administrative Agent by crediting the account of such Borrower on the books of
the Administrative Agent, or such other account of such Borrower as shall have
been designated by such Borrower to the Administrative Agent.

               (c) Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a proposed Borrowing Date that such Lender will
not make available to the Administrative Agent the amount which would constitute
its Commitment Percentage of the borrowing on such Borrowing Date, the
Administrative Agent may assume that such Lender has made such amount available
to the Administrative Agent on such Borrowing Date, and the Administrative Agent
may, in reliance upon such assumption, make available to the applicable Borrower
an amount equal to such Lender's Commitment Percentage of the borrowing on such
Borrowing Date. The Administrative Agent shall notify such Borrower as promptly
as practicable if such Lender's Commitment Percentage of such borrowing is not
made available to the Administrative Agent on such Borrowing Date. If such
amount is made available to the Administrative Agent on a date after such
Borrowing Date, such Lender shall pay to the Administrative Agent on demand an
amount equal to the product of (i) the daily average overnight federal funds
rate during such period as quoted by the Administrative Agent, times (ii) the
amount of such Lender's Commitment Percentage of such borrowing (minus the
<PAGE>   19
                                                                              15


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

               2.4 SAME DAY LOANS. (a) Subject to the terms and conditions set
forth herein, the Same Day Lender agrees to make Same Day Loans to the Borrowers
from time to time during the Commitment Period, in an aggregate principal amount
at any time outstanding that will not result in (i) the aggregate principal
amount of outstanding Same Day Loans exceeding $50,000,000 or (ii) the aggregate
principal amount of outstanding Loans exceeding $900,000,000. Same Day
borrowings under the Commitments shall be in an aggregate principal amount of
the lesser of (1) $1,000,000, and (2) the then Available Commitments with
respect to Same Day Loans. Within the foregoing limits and subject to the terms
and conditions set forth herein, each Borrower may borrow, prepay and reborrow
Same Day Loans.

                 (b) To request a Same Day Loan, a Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by telecopy in a
form substantially the same as Exhibit H), not later than 2:00 P.M., New York
City time, on the day of a proposed Same Day Loan. Each such notice shall be
irrevocable and shall specify the requested date (which shall be a Business
Day), amount of the requested Same Day Loan and any Interest Period selected.
The Administrative Agent will promptly advise the Same Day Lender of any such
notice received from such Borrower. The Same Day Lender shall make each Same Day
Loan available to such Borrower by means of a credit to the general deposit
account of such Borrower with the Same Day Lender by 3:00 P.M., New York City
time, on the requested date of such Same Day Loan. Subject to Section 2.4(c),
each payment (including each prepayment) by either Borrower on account of Same
Day Loans shall be made to the Same Day Lender for the Same Day Lender's sole
account.

               (c) The Same Day Lender may by written notice given to the
Administrative Agent not later than 1:00 P.M., New York City time, on any
Business Day require the Lenders to acquire participations on such Business Day
in all or a portion of the Same Day Loans outstanding. Such notice shall specify
the aggregate amount of Same Day Loans in which Lenders will participate.
Promptly upon receipt of such notice, the Administrative Agent will give notice
thereof to each Lender, specifying in such notice such Lender's Commitment
Percentage of such Same Day Loan or Loans. Each Lender hereby absolutely and
unconditionally agrees, upon receipt of notice as provided above, to pay to the
Same Day Lender, such Lender's Commitment Percentage of such Same Day Loan or
Loans. Each Lender acknowledges and agrees that its obligation to acquire
participations in Same Day Loans pursuant to this paragraph is absolute and
unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever. Each Lender shall
comply with its obligation under this paragraph by wire transfer of immediately
available funds by 3:00 P.M., New York City time, on
<PAGE>   20
                                                                              16


the date of receipt of the notice referenced above, to the account of the Same
Day Lender most recently designated by it for such purpose by notice to the
Lenders. The Administrative Agent shall notify the Borrower of any
participations in any Same Day Loan acquired pursuant to this paragraph, and
thereafter payments in respect of such Same Day Loan shall be made to the
Administrative Agent and not to the Same Day Lender. Any amounts received by the
Same Day Lender from the Borrower (or other party on behalf of the Borrower) in
respect of a Same Day Loan after receipt by the Same Day Lender of the proceeds
of a sale of participations therein shall be promptly remitted to the
Administrative Agent; any such amounts received by the Administrative Agent
shall be promptly remitted by the Administrative Agent to the Lenders that shall
have made their payments pursuant to this paragraph and to the Same Day Lender,
as their interests may appear. The purchase of participations in a Same Day Loan
pursuant to this paragraph shall not relieve the Borrowers of any default in the
payment thereof. Notwithstanding the foregoing, a Lender shall not have any
obligation to acquire a participation in a Same Day Loan pursuant to this
paragraph if an Event of Default shall have occurred and be continuing at the
time such Same Day Loan was made and such Lender shall have notified the Same
Day Lender in writing, at least one Business Day prior to the time such Same Day
Loan was made, that such Event of Default has occurred and that such Lender will
not acquire participations in Same Day Loans made while such Event of Default is
continuing.

               2.5 TERMINATION OR REDUCTION OF COMMITMENTS. (a) The Borrowers
shall have the right, upon not less than five Business Days' written notice to
the Administrative Agent, to terminate the Commitments or, from time to time, to
reduce the amount thereof; provided, (i) that no such termination or reduction
shall be permitted if, after giving effect thereto and to any prepayments of the
Loans made on the effective date thereof, the then outstanding principal amount
of the Loans would exceed the amount of the Commitments then in effect, and (ii)
any reduction pursuant to subsections 2.5(a) and (b) shall be applied in equal
amounts between the Commitments and the 364-Day Commitments. Any such reduction
shall be in an amount of $10,000,000, or a whole multiple of $5,000,000 in
excess thereof, and shall reduce permanently the amount of such Commitments then
in effect.

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

<PAGE>   21
                                                                              17


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

                  2.6 OPTIONAL AND MANDATORY PREPAYMENTS. (a) Optional
Prepayments. The Borrowers may at any time and from time to time prepay the
Loans, in whole or in part, without premium or penalty upon (i) in the case of
Eurodollar Loans, at least three Business Days' irrevocable written notice to
the Administrative Agent, specifying the date and amount of prepayment and
whether the prepayment is of Eurodollar Loans or a combination of Eurodollar
Loans and ABR Loans, and if a combination thereof, the amount of prepayment
allocable to each, (ii) in the case of ABR Loans, at least one Business Day's
irrevocable written notice to the Administrative Agent, specifying the date and
amount of prepayment and (iii) in the case of Same Day Loans, upon irrevocable
written notice to the Administrative Agent received no later than 1:00 P.M. on
the day of such prepayment, specifying the date and amount of prepayment. Upon
receipt of such notice the Administrative Agent shall promptly notify each
Lender thereof. If such notice is given, the payment amount specified in such
notice shall be due and payable on the date specified therein, together with any
interest thereon accrued to such prepayment date and any amounts payable
pursuant to subsection 2.17.

                  (b) Mandatory Prepayments. (i) If, after giving effect to any
termination or reduction of the Commitments pursuant to subsection 2.5, the
aggregate outstanding principal amount of the Loans exceeds the Commitments as
so reduced, the Borrowers shall, simultaneously with any such termination or
reduction of the Commitments pay or prepay an amount equal to such excess
together with interest thereon accrued to such date of payment or prepayment and
any amount payable pursuant to subsection 2.17.

            (ii) The Borrowers shall provide irrevocable written notice to the
Administrative Agent in accordance with subsection 2.6(a)(i) and apply any CP
Proceeds to prepay any outstanding Initial Loans. If such notice is given, the
payment amount specified in such notice shall be due and payable on the date
specified therein, together with any interest thereon accrued to such prepayment
date and any amounts payable pursuant to subsection 2.17.

                  (c) Limitation on Prepayments. Except in accordance with
subsection 2.6(b)(i) no Loans (including the Initial Loans) may be prepaid by
the Borrowers unless on the date of prepayment there would be no 364-Day Loans
(including the 364-Day Initial Loans) or any
<PAGE>   22
                                                                              18


interest thereon outstanding (after giving effect to any 364-Day Loans prepaid
on such date of prepayment of the Loans).

                  2.7 CONVERSION AND CONTINUATION OPTIONS. (a) Each Borrower may
elect from time to time to convert its Eurodollar Loans to ABR Loans by giving
the Administrative Agent prior irrevocable notice, in a form substantially the
same as Exhibit I, of such election by 1:00 PM, New York City time, on a
Business Day; provided, that any such conversion of Eurodollar Loans may only be
made on the last day of an Interest Period with respect thereto. Each Borrower
may elect from time to time convert its ABR Loans to Eurodollar Loans by giving
the Administrative Agent at least three Business Days' prior irrevocable notice
of such election. Any such notice of conversion to Eurodollar Loans shall
specify the length of the Interest Periods therefor. Upon receipt of any such
notice the Administrative Agent shall promptly notify each Lender thereof. All
or any part of the outstanding Eurodollar Loans and ABR Loans may be converted
as provided herein; provided, that no Loan may be converted into a Eurodollar
Loan when any Event of Default has occurred and is continuing if the
Administrative Agent, upon the request of the Required Lenders, shall determine
not to permit such conversions.

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

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

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

                  2.9 FEES. (a) The Borrowers agree to pay to the Administrative
Agent for the ratable account of each Lender a commitment fee (the "Commitment
Fee") from and including the first day of the Commitment Period to the
Three-Year Commitment Termination Date, at the rate per annum equal to the
Applicable Commitment Fee Rate on the average daily amount of the Available
Commitment of such Lender during the period for which payment is made. Such
Commitment Fees shall be payable quarterly in arrears on the last Business Day
of each March, June, September and December and on the Three-Year Commitment
Termination Date or such
<PAGE>   23
                                                                              19


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

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

                  (c) The Borrowers agree to pay to the Documentation Agent, the
Co-Syndication Agents, the Administrative Agent and the Lead Arrangers, for
their own respective accounts, the fees heretofore agreed in writing (including,
without limitation, in the case of the Administrative Agent, pursuant to the
Administrative Agent's fee letter dated as of June 19, 2000 (the "Fee Letter"))
with each of the Documentation Agent, the Co-Syndication Agents, the
Administrative Agent and the Lead Arrangers (any such fees, an "Agent's Fee"
and, collectively, the "Agents' Fees").

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

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

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

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

                  (e) Interest on each Loan shall be payable in arrears on each
Interest Payment Date with respect thereto.
<PAGE>   24
                                                                              20



                  2.11 COMPUTATION OF INTEREST AND FEES. (a) Interest in respect
of the ABR Loans shall be calculated on the basis of a 365 (or 366, as the case
may be) day year for the actual days elapsed. Interest in respect of Eurodollar
Loans, Same Day Loans, Commitment Fees and Utilization Fees shall be calculated
on the basis of a 360 day year for the actual days elapsed. The Administrative
Agent shall as soon as practicable notify the Borrowers and the Lenders of each
determination of a Eurodollar Rate. Any change in the interest rate on a Loan
resulting from a change in the Alternate Base Rate or the Applicable Eurodollar
Margin shall become effective as of the opening of business on the day on which
such change in the Alternate Base Rate is announced or such Applicable
Eurodollar Margin changes as provided herein, as the case may be. The
Administrative Agent shall as soon as practicable notify the Borrowers and the
Lenders of the effective date and the amount of each such change.

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

                  2.12 INABILITY TO DETERMINE INTEREST RATE. In the event that
prior to the first day of any Interest Period with respect to a Eurodollar Loan:

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

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

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

                  2.13 PRO RATA TREATMENT AND PAYMENTS. (a) Except as provided
by subsection 2.4, each borrowing by either Borrower from the Lenders hereunder
and, except as otherwise provided by subsection 2.5(b), in the Fee Letter or by
subsection 2.9(c), each payment by either Borrower on account of any fee payable
hereunder in respect of the Commitments and any reduction of the Commitments of
the Lenders hereunder shall be made pro rata according to the respective
Commitment Percentages of the Lenders. Except as otherwise provided in
subsections 2.4 and 2.5(b), each payment (including each prepayment) by either
Borrower on account of
<PAGE>   25
                                                                              21


principal of and interest on the Loans shall be made pro rata according to the
respective outstanding principal amounts of the Loans then held by the Lenders.

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

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

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

                  (b) If any Lender shall have determined reasonably and in good
faith that the adoption of any law, rule, regulation or guideline regarding
capital adequacy after the date of this
<PAGE>   26
                                                                              22


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

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

                  2.15 ILLEGALITY. Notwithstanding any other provision of this
Agreement, if any requirement of law or any change therein or in the
interpretation or application thereof shall make it unlawful for any Lender to
make or maintain Eurodollar Loans as contemplated by this Agreement, such Lender
shall promptly notify the Borrowers and the Administrative Agent thereof and the
Commitment of such Lender hereunder to make and continue Eurodollar Loans as
such and convert ABR Loans to Eurodollar Loans shall forthwith be suspended to
the extent
<PAGE>   27
                                                                              23


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

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

                  (b) Each Lender (or transferee) that is not a "U.S. Person" as
defined in Section 7701(a)(30) of the Code (a "Non-U.S. Lender") shall deliver
to the Borrowers and the Administrative Agent (or, in the case of a Participant,
to the Lender from which the related participation shall have been purchased)
two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI,
or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal
withholding tax under Section 871(h) or 881(c) of the Code with respect to
payments of
<PAGE>   28
                                                                              24


"portfolio interest", a statement substantially in the form of Exhibit G and a
Form W-8BEN, or any subsequent versions thereof or successors thereto, properly
completed and duly executed by such Non-U.S. Lender claiming complete exemption
from, or a reduced rate of, U.S. federal withholding tax on all payments by the
Borrowers under this Agreement and the Notes. Such forms shall be delivered by
each Non-U.S. Lender on or before the later of (i) the date it becomes a party
to this Agreement (or, in the case of any Participant, on or before the date
such Participant purchases the related participation) or (ii) prior to receipt
by such Lender or Participant of any payment subject to withholding under the
Code. In addition, each Non-U.S. Lender shall deliver such forms promptly upon
the obsolescence or invalidity of any form previously delivered by such Non-U.S.
Lender. Each Non-U.S. Lender shall promptly notify the Borrowers at any time it
determines that it is no longer in a position to provide any previously
delivered certificate to the Borrowers (or any other form of certification
adopted by the U.S. taxing authorities for such purpose). Notwithstanding any
other provision of this subsection 2.16(b), a Non-U.S. Lender shall not be
required to deliver any form pursuant to this subsection 2.16(b) that such
Non-U.S. Lender is not legally able to deliver.

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

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

                  (e) Each Borrower agrees to pay, indemnify, and hold each
Lender and the Administrative Agent harmless from any and all present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies arising from any payment made hereunder or from the execution,
delivery or enforcement of, or otherwise with respect to, this Agreement or any
Notes.

                  (f) If an amount payable by a Borrower hereunder for the
account of any Lender is increased pursuant to subsection 2.16(a), or the
Borrowers become liable to indemnify the Administrative Agent or any Lender
under subsection 2.16(e), the Borrowers shall have the right to terminate the
Commitment of such Lender pursuant to subsection 2.5(b) upon three Business
Days' notice to the Administrative Agent and such Lender unless such Lender
shall have designated a different lending office or assigned its rights and
obligations hereunder to another of its offices, branches or affiliates as
provided in subsection 2.16(d).
<PAGE>   29
                                       25



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

                  SECTION 3.  REPRESENTATIONS AND WARRANTIES

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

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

                  3.2 CORPORATE AND GOVERNMENTAL AUTHORIZATION; CONTRAVENTION.
The execution, delivery and performance by such Borrower of this Agreement and
any Notes are within its corporate or partnership, as applicable, powers, have
been duly authorized by all necessary corporate or partnership, as applicable,
action, require no action by or in respect of, or filing with, any Governmental
Authority and do not contravene, or constitute a breach or a
<PAGE>   30
                                                                              26


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

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

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

                  3.5 FINANCIAL STATEMENTS; NO MATERIAL CHANGE. (a) The combined
balance sheet of Phillips Petroleum Company's Chemicals Business as of December
31, 1999 and the related combined statements of income, parent company
investment and accumulated comprehensive income, and cash flows for each of the
three years in the period ended December 31, 1999, reported on by Ernst & Young
LLP, copies of which have been furnished to the Lenders, present fairly, in all
material respects, the combined financial condition of Phillips Petroleum
Company's Chemicals Business at December 31, 1999 and the combined results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1999 in conformity with GAAP. The combined balance sheet of
Chevron Chemical Company-C Chem Business at December 31, 1999 and the related
combined statements of income, of changes in owner's net investment and of cash
flows for each of the three years in the period ended December 31, 1999,
reported on by Price Waterhouse Coopers LLP, copies of which have been furnished
to the Lenders, present fairly, in all material respects, the combined financial
condition of Chevron Chemical Company-C Chem Business at December 31, 1999 and
the combined results of its operations and its cash flows for each of the three
years in the period ended December 31, 1999 in conformity with GAAP.

                  (b) Since December 31, 1999, as reflected in (a) above, there
has been no material adverse change in the business, consolidated financial
position or results of operations of the Borrowers and their Subsidiaries taken
as a whole.
<PAGE>   31
                                                                              27



                  3.6 EMPLOYEE BENEFIT PLANS. No "Prohibited Transaction" (as
such term is defined in ERISA) has occurred or ERISA Event has occurred or is
reasonably expected to occur with respect to any "Employee Benefit Plans" (as
such term is defined in ERISA) of the LLC or any of its Subsidiaries or any
ERISA Affiliate which would reasonably be expected to materially adversely
affect the business, consolidated financial position or results of operations of
the Borrowers and their Subsidiaries taken as a whole. No "Prohibited
Transaction" under ERISA or the Code which would have a material adverse effect
on the business, consolidated financial position or results of operations of the
Borrowers and their Subsidiaries taken as a whole has occurred with respect to
the LLC or any of its Subsidiaries or any ERISA Affiliate or will occur upon the
issuance of any Notes or the execution of this Agreement. The present value of
all accumulated benefit obligations under each Plan (based on the assumptions
use for purposes of Statement of Financial Accounting Standards No. 87) did not,
as of the date of the most recent financial statements reflecting such amounts,
exceed the fair market value of the assets of such Plan by an amount that could
reasonably be expected to result in a material adverse effect on the business,
consolidated financial position or results of operations of the Borrowers and
their Subsidiaries taken as a whole, and the present value of all accumulated
benefit obligations of all underfunded Plans (based on the assumption used for
purposes of Statement of Financial Accounting Standards No. 87) did not, as of
the date of the most recent financial statements reflecting such amounts, exceed
the fair market value of the assets of all such underfunded Plans by an amount
that could reasonably be expected to result in a material adverse effect on the
business, consolidated financial position or results of operations of the
Borrowers and their Subsidiaries taken as a whole.

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

                  3.8 MATERIAL SUBSIDIARIES. Each of such Borrower's Material
Subsidiaries is a corporation or other legal entity duly incorporated or formed,
validly existing and in good standing under the laws of its jurisdiction of
incorporation or formation, and has all corporate or partnership powers and all
material governmental licenses, authorizations, consents and approvals required
to carry on business as now conducted.
<PAGE>   32
                                                                              28



                  3.9 INVESTMENT COMPANY ACT. Neither Borrower is an "investment
company"or a company "controlled" by an "investment company", within the meaning
of the Investment Company Act of 1940, as amended.

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

                  3.11 COMPLIANCE WITH LAWS. Such Borrower and its Subsidiaries
is in compliance with all laws, regulations and orders (including, without
limitations, ERISA and Environmental Laws) of any Governmental Authority
applicable to it or its property and all indentures, agreements and other
instruments binding upon it or its property, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a material adverse effect on the business, consolidated financial position or
results of operations of the Borrowers and their Subsidiaries taken as a whole.

                  3.12 PURPOSE OF LOANS. The proceeds of the Loans shall be used
(i) to fund initial distributions required under the Contribution Agreement and
(ii) for general corporate and business purposes of either or both Borrowers.

                  SECTION 4.  CONDITIONS PRECEDENT

                  4.1 CONDITIONS TO EFFECTIVENESS OF AGREEMENT. The
effectiveness of this Agreement is subject to the satisfaction of the following
conditions on the Effective Date:

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

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

                  (c) Secretary's Certificate. The Administrative Agent shall
         have received a certificate of the Secretary or Assistant Secretary of
         each Borrower, substantially in the form of Exhibit D and dated the
         Effective Date and in form and substance satisfactory to the
         Administrative Agent, which certificate shall (i) certify as to the
         incumbency and signature of the officers of such Borrower executing
         this Agreement and any Notes (with the President or a Vice President of
         such Borrower attesting to the incumbency and signature of the
         Secretary or Assistant Secretary providing such certificate), (ii) have
<PAGE>   33
                                                                              29


         attached to it a true, complete and correct copy of each of the
         certificate of incorporation and by-laws or equivalent organizational
         documents of such Borrower, (iii) have attached to it a true and
         correct copy of the resolutions of the Board of Directors or General
         Partner, as applicable, of such Borrower, which resolutions shall
         authorize the execution, delivery and performance of this Agreement and
         the Notes and the borrowings by such Borrower hereunder and (iv)
         certify that, as of the date of such certificate, none of such
         certificate of incorporation, by-laws or partnership agreements, as
         applicable, or board resolutions or resolutions of the general partner,
         as applicable, shall have been amended, supplemented, modified, revoked
         or rescinded.

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

                  (e) Legal Opinions. The Administrative Agent shall have
         received the executed legal opinion of Simpson Thacher & Bartlett,
         counsel to the Borrowers, substantially in the form of Exhibit E and
         dated the Effective Date, with such changes therein as shall be
         requested or approved by the Administrative Agent.

                  (f) Approvals. Any governmental and third party approvals
         necessary and material in connection with the financing contemplated
         hereby and the continuing operations of either Borrower and its
         Subsidiaries shall have been obtained and be in full force and effect.

                  (g) Representations and Warranties. The representations and
         warranties contained in subsections 3.4 and 3.5 are made as of the
         Closing Date and were true and correct on the Closing Date, and each of
         the other representations and warranties made by each Borrower in this
         Agreement shall be true and correct in all material respects on and as
         of the Effective Date as if made on and as of such date.

                  (h) No Default. No Default or Event of Default shall have
         occurred and be continuing on such date or after giving effect to the
         extensions of credit, if any, requested to be made on such date.

                  (i) Contribution Agreement. On the Closing Date, the
         Administrative Agent shall have received a certified copy of the
         Contribution Agreement (excepting schedules thereto) executed and
         delivered by Chevron, Phillips and the LLC; and the "Closing Date" (as
         defined therein) shall have occurred.

                  4.2 CONDITIONS TO EACH LOAN. The agreement of each Lender to
make any Loan requested to be made by it on any date pursuant to subsection 2.3
(including, without limitation, its Initial Loan requested to be made by it) and
subsection 2.4 is subject to the satisfaction of the following conditions
precedent as of the date such Loan is requested to be made:
<PAGE>   34
                                                                              30



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

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

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


                  SECTION 5.  AFFIRMATIVE COVENANTS OF THE BORROWERS

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

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

                  5.2  FINANCIAL REPORTING REQUIREMENTS.  The LLC will:

                  (a) furnish to the Administrative Agent and each Lender fiscal
         year audited financial statements or make available its Annual Report
         on Form 10-K via the EDGAR system of the Securities and Exchange
         Commission ("EDGAR") on the Internet, in either case, as soon as
         available and in any event within 120 days after the end of each fiscal
         year of the LLC, which fiscal year audited financial statements will
         include an audited consolidated balance sheet of the LLC and its
         consolidated Subsidiaries as of the end of such fiscal year and the
         related audited consolidated statements of income and cash flows and
         changes in members' capital for such fiscal year, setting forth in each
         case in comparative form the figures for the previous fiscal year, all
         reported on by independent public accountants of nationally recognized
         standing;

                  (b) furnish to the Administrative Agent and each Lender
         unaudited quarterly financial statements or make available its
         Quarterly Report on Form 10-Q via EDGAR on the Internet, in either
         case, as soon as available and in any event within 60 days after the
<PAGE>   35
                                                                              31



         end of each of the first three quarters of each fiscal year of the LLC,
         which unaudited quarterly financial statements will include a
         consolidated balance sheet of the LLC and its consolidated Subsidiaries
         as of the end of such quarter and the related (i) consolidated
         statement of income for such quarter and for the portion of the LLC's
         fiscal year ended at the end of such quarter, and (ii) consolidated
         statement of cash flows for the portion of the LLC's fiscal year ended
         at the end of such quarter, setting forth in each case in comparative
         form (A) for the consolidated balance sheet, the figures as of the end
         of the LLC's previous fiscal year, (B) for the consolidated statement
         of income, the figures for the corresponding quarter and the
         corresponding portion of the LLC's previous fiscal year and (C) for the
         consolidated statement of cash flows, the figures for the corresponding
         portion of the LLC's previous fiscal year, the furnishing or making
         available of such financial statements shall constitute a certification
         (subject to normal year-end adjustments) as to fairness of presentation
         and GAAP;

                  (c) furnish to the Administrative Agent and each Lender within
         10 days of so furnishing or making available via EDGAR each set of
         financial statements referred to in clause (a) above, a certificate of
         the chief financial officer, Treasurer or the chief accounting officer
         of the LLC stating whether there exists on the date of such certificate
         any Default or Event of Default and, if any Default or Event of Default
         then exists, setting forth the details thereof and the action which
         such Borrower is taking or proposes to take with respect thereto;

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

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

                  5.4 MAINTENANCE OF PROPERTY; INSURANCE. Each Borrower will,
and will cause each of its Subsidiaries to, (a) keep and maintain all property
material to the conduct of its business in good working order and condition,
ordinary wear and tear excepted, and (b) maintain, with financially sound
insurance companies, insurance in such amounts and against such risks as are
customarily maintained, in the reasonable judgement of the Borrowers, by
companies engaged in the same or similar businesses operating in the same or
similar locations; provided, that any such insurance may be maintained through a
program of self-insurance to the extent consistent with prudent business
practice.
<PAGE>   36
                                                                              32



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

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

                  5.7 FURTHER ASSURANCES. Each Borrower will from time to time,
at its expense, promptly execute and deliver to the Administrative Agent and the
Lenders such further instruments and documents, and take such further action,
that may be reasonably necessary, or that the Administrative Agent or the
Lenders may reasonably request, in order to enable the Administrative Agent and
the Lenders to exercise or enforce their respective rights or remedies under or
in connection with this Agreement and any Notes.

                  SECTION 6.  NEGATIVE COVENANTS OF THE BORROWERS

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

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

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

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

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

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

                  (e) any Lien arising out of the refinancing, extension,
         renewal or refunding of any Debt secured by any Lien permitted by any
         of the foregoing clauses of this subsection 6.1;
<PAGE>   37
                                                                              33


         provided, that the principal amount of such Debt is not increased and
         such Debt is not secured by any additional assets;

                  (f) Permitted Encumbrances;

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

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

                  6.2 CONSOLIDATIONS, MERGERS AND SALES OF ASSETS. Neither of
the Borrowers will merge with or into or consolidate with or sell, transfer,
lease or otherwise dispose of (in one transaction or in a series of transactions
and including by means of any liquidation, dissolution, merger or sale of
capital stock or otherwise) all or substantially all of its assets and those of
its Subsidiaries, taken as a whole, to a Person unless (i) the resulting,
surviving or transferee Person (the "Successor") shall (unless such Successor is
a Borrower) expressly assume, by amendment to this Agreement executed by the
Borrowers, the Successor and the Administrative Agent, all of the obligations of
such Borrower under this Agreement, the Loans and any Notes; (ii) immediately
after giving effect to such transaction, no Default or Event of Default shall
have occurred and be continuing; and (iii) such Successor, immediately after
giving effect to such transaction, shall have an Investment Grade Rating, if,
immediately before the transaction, the Senior Debt has an Investment Grade
Rating; provided, if, immediately before the transaction, the Senior Debt does
not have an Investment Grade Rating, in no event shall the rating by S&P and
Moody's of the long term unsecured senior debt securities of such Successor,
immediately after the transaction, be less than such ratings of the Senior Debt
immediately prior to the transaction.

                  SECTION 7.  EVENTS OF DEFAULT

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

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

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

                  (c) any representation or warranty made by either Borrower in
         Section 3 or in any certificate, financial or other statement furnished
         by such Borrower pursuant to this
<PAGE>   38
                                                                              34


         Agreement shall prove to have been incorrect in any material adverse
         respect when made; or

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

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

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

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

                  (h) (i) with respect to clause (A), Phillips, Chevron or any
         of their respective Affiliates shall as to either Borrower, and (ii)
         with respect to all clauses in this subsection 7(h), either Borrower or
         any Material Subsidiary, shall (A) voluntarily commence any proceeding
         or file any petition seeking liquidation, reorganization or other
         relief under any Federal, state or foreign bankruptcy, insolvency,
         receivership or similar law now or hereafter in effect, (B) consent to
         the institution of, or fail to contest in a timely and appropriate
         manner, any proceeding or petition described in clause (g) of this
         Section, (C) apply for or consent to the appointment of a receiver,
         trustee, custodian, sequestrator, conservator or similar official for
         such Borrower or such Material Subsidiary or for a substantial part of
         its assets, (D) file an answer admitting the material allegations of a
         petition filed against it in any such proceeding, (E) make a general
         assignment for the benefit of creditors or (F) take any action for the
         purpose of effecting any of the fore going; or
<PAGE>   39
                                                                              35



                  (i) one or more judgments or decrees shall be entered against
         either Borrower or any of their respective Subsidiaries or any
         combination thereof involving in the aggregate a liability (not paid or
         covered by insurance) of $100,000,000 or more with respect to such
         Borrower or such Subsidiary and the same shall remain undischarged for
         a period of 30 consecutive days during which execution shall not be
         effectively stayed, or any action shall be legally taken by a judgment
         creditor to attach or levy upon any assets of either Borrower or any
         Subsidiary to enforce any such judgment or judgments; or

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

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

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

                       SECTION 8. THE ADMINISTRATIVE AGENT

                  8.1 APPOINTMENT OF ADMINISTRATIVE AGENT; NO OTHER DUTIES.
Subject to subsection 8.9, each Lender hereby irrevocably designates and
appoints Bank of America, N.A. as the Administrative Agent of such Lender under
this Agreement, and each such Lender irrevocably authorizes Bank of America,
N.A., as the Administrative Agent for such Lender, to take such action on its
behalf under the provisions of this Agreement and to exercise such powers and
perform such duties as are expressly delegated to the Administrative Agent by
the terms of this Agreement, together with such other powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary elsewhere in
this Agreement, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any
<PAGE>   40
                                                                              36


fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against the Administrative Agent. Without limiting
the generality of the foregoing sentence, the use of the term "agent" in this
Agreement with reference to the Administrative Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable law. Instead, such term is used merely as a matter of
market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties.

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

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

                  8.4 RELIANCE BY ADMINISTRATIVE AGENT. (a) The Administrative
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any Note, writing, communication, signature, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex, teletype
or telephone message, statement, order or other document or conversation
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to either Borrower), independent
accountants and other experts selected by the Administrative Agent. The
Administrative Agent may deem and treat the registered owner of any Note as the
owner thereof for all purposes unless a written notice of assignment,
negotiation or transfer thereof shall have been filed with the Administrative
Agent. The Administrative Agent shall be fully justified in failing or refusing
to take any action under this Agreement and any Note unless it shall first
receive such advice or concurrence of the Required Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action.
<PAGE>   41
                                                                              37


The Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and any Notes in accordance with a
request of the Required Lenders, and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of any Notes. Where this Agreement expressly permits or prohibits
an action unless Required Lenders otherwise determine, and in all other
instances, the Administrative Agent may, but shall not be required to, initiate
any solicitation for the consent or a vote of the Lenders.

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

                  8.5 NOTICE OF DEFAULT. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder (other than an Event of Default described in subsection 7(a))
unless the Administrative Agent has received written notice from a Lender or
either Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default", and the
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement, (ii) the contents of any certificate, report or
other document delivered hereunder or in connection herewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or
conditions set forth herein, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement or any other agreement, instrument or document, or
(v) the satisfaction of any condition set forth in Section 4 or elsewhere
herein, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent. In the event that the Administrative
Agent receives such a notice or any notice pursuant to subsection 5.2 or 5.3,
the Administrative Agent shall give prompt notice thereof to the Lenders. The
Administrative Agent shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Required Lenders in
accordance with Section 7; provided, that unless and until the Administrative
Agent shall have received any such directions, the Administrative Agent may (but
shall not be obligated to) take such action, or refrain from taking such action,
with respect to such Default or Event of Default as it shall deem advisable or
in the best interests of the Lenders.

                  8.6 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.
Each Lender expressly acknowledges that no Administrative Agent-Related Person
has made any representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including any consent to and acceptance
of any assignment or review of the affairs of each Borrower or any of their
Subsidiaries or Affiliates, shall be deemed to constitute any representation or
warranty by any Administrative Agent-Related Person to any Lender, including
whether any Administrative Agent-Related Persons have disclosed material
information in their possession. Each Lender represents to the Administrative
Agent that it has, independently and without reliance upon any Administrative
Agent-Related Person or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, prospects, operations, property, financial and
other condition and
<PAGE>   42
                                                                              38


creditworthiness of each Borrower and its Subsidiaries and Affiliates, and all
applicable bank regulatory laws relating to the transactions contemplated
hereby, and made its own decision to make its portion of the Loan hereunder and
enter into this Agreement. Each Lender also represents that it will,
independently and without reliance upon any Administrative Agent-Related Person
or any other Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and
any Notes, and to make such investigation as it deems necessary to inform itself
as to the business, prospects, operations, property, financial and other
condition and creditworthiness of each Borrower and their Subsidiaries and
Affiliates. Except for notices, reports and other documents expressly required
to be furnished to the Lenders by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, prospects,
operations, property, financial and other condition or creditworthiness of
either Borrower or any of their Subsidiaries or Affiliates which may come into
the possession of any Administrative Agent-Related Person.

                  8.7 INDEMNIFICATION. Whether or not the transactions
contemplated hereby are consummated, the Lenders agree to indemnify each
Administrative Agent-Related Person in its capacity as such (to the extent not
reimbursed by the Borrower within a reasonable period after demand has been made
by the Administrative Agent to the Borrowers for those amounts owing by either
Borrower, and without limiting the obligation of the Borrowers to do so),
ratably according to the respective principal amounts of their Loans and hold
harmless each Administrative Agent-Related Person, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever which may at any time
(including without limitation at any time following the payment of the Loans) be
imposed on, incurred by or asserted against the Administrative Agent in any way
relating to or arising out of this Agreement, or any documents contemplated by
or referred to herein or the transactions contemplated hereby or any action
taken or omitted by any Administrative Agent-Related Person under or in
connection with any of the foregoing; provided, that no Lender shall be liable
for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting solely from any Administrative Agent-Related Person's gross negligence
or willful misconduct; provided, however, that no action taken in accordance
with the directions of Required Lenders shall be deemed to constitute gross
negligence or willful misconduct for purposes of this Section. Without
limitation of the foregoing, each Lender shall reimburse the Administrative
Agent upon demand for its ratable share of any costs or out-of-pocket expenses
(including legal fees and expenses) incurred by the Administrative Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, or any document contemplated by or
referred to herein, to the extent that the Administrative Agent is not
reimbursed for such expenses by or on behalf of either Borrower. The undertaking
in this Section shall survive the payment of all obligations hereunder and the
resignation or replacement of the Administrative Agent.

                  8.8 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. Bank of
America, N.A. and its Affiliates may make loans to, issue letters of credit for
the account of, accept deposits
<PAGE>   43
                                                                              39


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

                  8.9 SUCCESSOR OR SUBSTITUTE ADMINISTRATIVE AGENT. (a) The
Administrative Agent may resign as Administrative Agent upon not less than 10
days' notice to the Lenders and the Borrowers. If the Administrative Agent shall
resign as Administrative Agent under this Agreement, then the Borrowers shall
appoint from among the Lenders a successor agent for the Lenders; provided, if
an Event of Default under subsections 7.1(g) or (h) has occurred and is
continuing, then the Required Lenders shall appoint from among the Lenders a
successor agent for the Lenders. If no successor administrative agent is
appointed prior to the effective date of the resignation of the Administrative
Agent, the Administrative Agent may appoint a successor administrative agent
from among the Lenders (i) after consulting with the Lenders and (ii) unless an
Event of Default has occurred and is continuing, subject to the Borrowers'
consent (such consent not to be unreasonably withheld).

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

                  8.10 CO-SYNDICATION AGENTS; DOCUMENTATION AGENT; LEAD
ARRANGERS. None of the Lenders or the Lead Arrangers identified on the facing
page, in this Agreement, or signature pages of this Agreement as a
"co-syndication agent," "documentation agent," "managing agent," "co-agent,"
"joint lead arranger," "joint book manager," or " lead arranger" shall have any
right, power, obligation, liability, responsibility or duty under this Agreement
other than those applicable to all Lenders as such. Without limiting the
foregoing, none of the Lenders or the Lead Arrangers so identified as a "co-
syndication agent," "documentation agent," "joint lead arranger," "joint book
manager," or " lead arranger" shall have, or be deemed to have, any fiduciary
relationship with any Lender. Each Lender acknowledges that it has not relied,
and will not rely, on any of the Lenders or the Lead Arrangers so identified in
deciding to enter into this Agreement or in taking or not taking action
hereunder.
<PAGE>   44
                                                                              40


                  SECTION 9.  MISCELLANEOUS

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

                  9.2 NOTICES. Unless otherwise expressly permitted to be given
by telephone (not voicemail), all notices, requests, demands or other
communications to or upon the respective parties hereto to be effective shall be
in writing (including by telecopy) and shall be deemed to have been duly given
or made when delivered or on the fourth Business Day after depositing the same
in the mails, registered or certified mail, postage prepaid or in the case of
notice by telecopy, when receipt is confirmed. All notices shall be addressed as
follows in the case of the Borrowers and the Administrative Agent, and as set
forth in an administrative questionnaire delivered to the Administrative Agent
by the applicable Lender in the case of any Lender, or to such other address as
any of the parties hereto and any future holders of the Loans may designate by
written notice:
<PAGE>   45
                                                                              41



         The Borrowers:                Chevron Phillips Chemical Company LLC and
                                       Chevron Phillips Chemical Company LP
                                       1301 McKinney
                                       Houston, Texas  77010-3030
                                       Attention: Treasurer
                                       Telecopier: (713) 754-3914
                                       Telephone:  (713) 754-2180

         Notice for Borrowings:        Bank of America, N.A.
                                       901 Main Street, 14th Floor
                                       Dallas, TX  75202
                                       Attn:  Ben Cosgrove
                                       Telecopier:  (214) 290-9439
                                       Telephone:  (214) 209-9254;

         The Administrative Agent:     Bank of America, N.A.
         (for all notices other than   333 Clay Street, Suite 4550
         notices of borrowing)         Houston, Texas 77002
                                       Attention: Claire Liu
                                       Telecopier: (713) 651-4807
                                       Telephone: (713) 651-4855;

         The Same Day Lender           Bank of America, N.A.
                                       901 Main Street, 14th Floor
                                       Dallas, TX  75202
                                       Attn:  Ben Cosgrove
                                       Telecopier: (214) 290-9439
                                       Telephone:  (214) 209-9254;

provided, that any notice, request, demand or other communication to or upon the
Administrative Agent or the Lenders pursuant to subsections 2.3, 2.4, 2.5(b) and
(c), and 2.7 shall not be effective until received. Electronic mail and internet
and intranet websites may be used to distribute routine communications, such as
financial statements and other information, and to distribute agreements and
other documents to be signed by Administrative Agent, Co-Syndication Agents,
Documentation Agent, Lead Arrangers, Lenders and Borrowers. No other legally
binding or time-sensitive communication or request for a Loan or a continuation
or conversion thereof may be sent by electronic mail without the consent of, or
confirmation to, the intended recipient in each instance.

                  9.3 NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise and
no delay in exercising, on the part of the Administrative Agent or any Lender,
any right, remedy, power or privilege hereunder, shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.
<PAGE>   46
                                                                              42



                  9.4 CONFIDENTIALITY. Each Lender shall maintain in confidence
and not disclose to any Person any non-public information furnished to it
pursuant to this Agreement and designated by either Borrower as such
("Confidential Information") without the prior consent of such Borrower, subject
to each Lender's (a) obligation to disclose any Confidential Information
pursuant to a request or order under applicable laws and regulations or pursuant
to a subpoena or other legal process, (b) right to disclose any Confidential
Information to other Lenders, to bank examiners, to its Affiliates, auditors and
counsel, and to any prospective Purchasing Lender pursuant to subsection 9.6(c)
approved by such Borrower (other than during the existence of an Event of
Default under subsection 7.1(g) or (h)), (c) right to disclose any Confidential
Information in connection with any litigation or dispute or the exercise of any
remedy hereunder involving the Administrative Agent or the Lenders and either
Borrower or any of its Subsidiaries; provided, however, that Confidential
Information disclosed pursuant to clause (b) or (c) of this sentence shall be so
disclosed subject to such procedures as are reasonably calculated to maintain
the confidentiality thereof. Notwithstanding the foregoing provisions of this
subsection 9.4, (a) the foregoing obligation of confidentiality shall not apply
to any Confidential Information that was known to such Lender or any of their
respective Affiliates prior to the time it received such Confidential
Information from either Borrower pursuant to this Agreement, other than as a
result of the disclosure thereof by a Person who, to the knowledge or reasonable
belief of such Lender, was prohibited from disclosing it by any duty of
confidentiality arising (under this Agreement or otherwise) by contract or law,
and (b) the foregoing obligation of confidentiality shall not apply to any
Confidential Information that becomes part of the public domain independently of
any act of such Lender not permitted hereunder or when identical or
substantially similar information is received by such Lender, without
restriction as to its disclosure or use, from a Person who was not prohibited
from disclosing it by any duty of confidentiality arising (under this Agreement
or otherwise) by contract or law. The obligations of each Lender under this
subsection 9.4 shall survive the termination of this Agreement and the payment
of any Notes and all other amounts payable hereunder.

                  9.5 PAYMENT OF EXPENSES; INDEMNIFICATION. (a) The Borrowers
agree (i) to pay or reimburse the Documentation Agent, each Co-Syndication
Agent, the Administrative Agent and the Lead Arrangers for all their
out-of-pocket costs and expenses incurred in connection with the development,
preparation, negotiation, execution and syndication of this Agreement and any
Notes and any other documents prepared in connection herewith, and the
consummation of the transactions contemplated hereby and thereby, including,
without limitation, the reasonable legal fees and disbursements of Haynes and
Boone, LLP, counsel to the Administrative Agent, but excluding all other legal
fees and disbursements, (ii) to pay or reimburse the Administrative Agent for
all their costs and expenses incurred in connection with any amendment,
supplement or modification requested by either or both Borrowers to this
Agreement and any Notes and any other documents prepared in connection herewith,
including, without limitation, the reasonable legal fees and disbursements of
counsel to the Administrative Agent, but excluding all other legal fees and
disbursements, and (iii) to pay or reimburse the Administrative Agent and the
Lenders in connection with the enforcement or preservation of any rights under
this Agreement, any Notes and any such other documents, including, without
limitation, legal fees and disbursements of counsel to the Administrative Agent
and counsel to each Lender.
<PAGE>   47
                                                                              43



                  (b) The Borrowers shall indemnify the Administrative Agent,
each Co-Syndication Agent, the Documentation Agent, the Lead Arrangers and the
Lenders and any of their respective Affiliates, and their respective directors,
officers, employees and agents (each such Person being called an "Indemnitee")
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against
any Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement or any agreement or instrument
contemplated hereby, the performance by the parties hereto of their respective
obligations hereunder or the consummation of the transactions contemplated
hereby, (ii) any Loan or the use of the proceeds therefrom, or (iii) any actual
or prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided, that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses resulted in whole or in
part from the gross negligence or wilful misconduct of such Indemnitee.

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

                  (b) Any Lender may, in accordance with applicable law, at any
time sell to one or more banks or other entities (each, a "Participant")
participating interests in any Loan owing to such Lender, any Note held by such
Lender, any Commitment of such Lender or any other interests of such Lender
hereunder. In the event of any such sale by a Lender of a participating interest
to a Participant, such Lender's obligations under this Agreement to the other
parties to this Agreement shall remain unchanged, such Lender shall remain
solely responsible for the performance thereof, such Lender shall remain the
holder of its Loan for all purposes under this Agreement, and the Borrowers and
the Administrative Agent shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided, that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, modification or waiver described in clause (a) of the proviso
to subsection 9.1 that affects such Participant. Without affecting the
limitations in the preceding sentences, the participating banks or other
financial institutions, shall not be Lenders hereunder for any purpose except,
if the participation agreement so provides, each Participant shall be entitled
to the benefits of subsections 2.14, 2.16, and 2.17 with respect to its
participation in the Commitments and the Loans outstanding from time to time as
if it were a Lender; provided, that no Participant shall be entitled to receive
any greater amount pursuant to any such subsection than the transferor Lender
would have been entitled to receive in respect of the amount of the
participation transferred by such transferor Lender to such Participant had no
such transfer occurred; and provided further, that, in the case of subsection
2.16, such Participant shall have complied with the requirements of that
subsection.
<PAGE>   48
                                                                              44



                  (c) Each Lender may, in accordance with applicable law, with
the consent of the Borrowers (which shall not be unreasonably withheld and which
will not be required during the existence of an Event of Default under
subsections 7.1(g) or (h)), the Same Day Lender and the Administrative Agent
(except no consent of the Borrowers or the Administrative Agent shall be
required in the case of an assignment to a Lender or an Affiliate of a Lender)
sell or assign to one or more Lenders or additional banks or other entities (a
"Purchasing Lender") all or a part of its rights and obligations under this
Agreement and any Notes pursuant to an Assignment and Acceptance executed by
such Purchasing Lender, such transferor Lender, the Administrative Agent, the
Same Day Lender and the Borrowers; provided, that, if such sale is not to one or
more Lenders and is to an additional lender, (i) such sale shall be in a minimum
amount of $10,000,000 and (ii) the Commitment retained by such transferor Lender
after such sale shall be at least $25,000,000, unless the transferor Lender
sells all of its Commitment hereunder. Upon (i) the execution of such Assignment
and Acceptance, (ii) delivery of any executed forms required by subsection 2.16,
(iii) recordation of such transfer in the Register and (iv) payment by such
Purchasing Lender of the registration and processing fee described in subsection
9.6(e), from and after the Transfer Effective Date determined pursuant to such
Assignment and Acceptance (which shall not be earlier than the date which is
five Business Days after the date the Administrative Agent has received the
Assignment and Acceptance), such Purchasing Lender shall for all purposes be a
Lender party to this Agreement and shall have all the rights and obligations of
a Lender under this Agreement to the same extent as if it were an original party
hereto with a Commitment as set forth therein and the transferor Lender shall be
released from any further obligations under this Agreement to the extent of such
assigned interests. Such Assignment and Acceptance shall be deemed to amend this
Agreement to the extent, and only to the extent, necessary to reflect the
addition of such Purchasing Lender and the resulting adjustment of the
Commitments and the Commitment Percentages arising from the purchase by such
Purchasing Lender of all or a portion of the rights and obligations of such
transferor Lender under this Agreement. Upon the consummation of any transfer to
a Purchasing Lender pursuant to this subsection 9.6(c), the transferor Lender,
the Administrative Agent and the Borrowers shall make appropriate arrangements
so that, if required, a replacement Note is issued to such transferor Lender and
a new Note or, as appropriate, a replacement Note, is issued to such Purchasing
Lender, in each case in principal amounts reflecting their respective
Commitments. Such new Notes shall be dated the Closing Date and shall otherwise
be in the form of the Notes replaced thereby.

                  (d) The Administrative Agent shall maintain, as agent for the
Borrowers, at its address referred to in subsection 9.2, a copy of each
Assignment and Acceptance delivered to it and a register (the "Register") for
the recordation of the names and addresses of the Lenders and the Commitment of,
and principal amount of the Loans owing to, each Lender from time to time. The
entries in the Register shall be conclusive, in the absence of manifest error,
and the Borrowers, the Administrative Agent and the Lenders may treat each
Person whose name is recorded in the Register as the owner of the Loan recorded
therein for all purposes of this Agreement. Any assignment of any Loan, whether
or not evidenced by a Note, shall be effective only upon appropriate entries
with respect thereto being made in the Register. Any assignment or transfer of
all or part of a Loan evidenced by a Note shall be registered on the Register
only upon surrender for registration of assignment or transfer of the Note
evidencing such Loan, accompanied by a duly executed Assignment and Acceptance,
and thereupon one or more new
<PAGE>   49
                                                                              45


Notes shall be issued to the designated Assignee. The Register shall be
available for inspection by either Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice. Upon the written request of
the Borrowers, the Administrative Agent shall deliver promptly a copy of the
Register to the Borrowers.

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

                  (f) Each Borrower authorizes each Lender to disclose to any
Participant or Purchasing Lender (each, a "Transferee") and any prospective
Transferee any and all financial information (other than Confidential
Information, except as permitted by subsection 9.4) in such Lender's possession
concerning such Borrower which has been delivered to such Lender by such
Borrower pursuant to this Agreement or which has been delivered to such Lender
by such Borrower in connection with such Lender's credit evaluation of such
Borrower prior to entering into this Agreement.

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

                  9.7 ADJUSTMENTS; SET-OFF. (a) Except to the extent that this
Agreement expressly provides for payments to be allocated to a particular
Lender, if any Lender (a "benefitted Lender") shall, at any time after the Loans
have been declared to be due and payable pursuant to Section 7, receive any
payment of all or part of its Loans, or interest thereon, or receive any
collateral in respect thereof (whether voluntarily or involuntarily, by set-off,
pursuant to events or proceedings of the nature referred to in subsection 7(f),
or otherwise) in a greater proportion than any such payment to and collateral
received by any other Lender, if any, in respect of such other Lender's Loans,
or interest thereon, such benefitted Lender shall purchase for cash from the
other Lenders such portion of each such other Lender's Loans, or shall provide
such other Lenders with the benefits of any such collateral, or the proceeds
thereof, as shall be necessary to cause such benefitted Lender to share the
excess payment or benefits of such collateral or proceeds ratably with each of
the Lenders; provided, however, that if all or any portion of such excess
payment or benefits is thereafter recovered from such benefitted Lender,
<PAGE>   50
                                                                              46


such purchase shall be rescinded, and the purchase price and benefits returned,
to the extent of such recovery, but without interest. Each Borrower agrees that
each Lender purchasing a portion of another Lender's portion of the Loan
pursuant to this subsection 9.7(a) may exercise all rights of payment
(including, without limitation, rights of set-off) with respect to such portion
as fully as if such Lender were the direct holder of such portion.

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

                  9.8 COUNTERPARTS. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument. A set of the copies of this Agreement signed by all the
parties hereto shall be lodged with each Borrower and the Administrative Agent.
Delivery of an executed counterpart of a signature page of this Agreement by
telecopy shall be as effective as delivery of a manually executed counterpart of
this Agreement.

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

                  (b) Notwithstanding anything in subsection 9.9(a) to the
contrary, nothing in this Agreement or in any Note shall be deemed to constitute
a waiver of any rights which any Lender may have under applicable federal law
relating to the amount of interest which any Lender may contract for, take,
receive or charge in respect of any Loans, including any right to take, receive,
reserve and charge interest at the rate allowed by the laws of the state where
such Lender is located. To the extent that Texas law is applicable to the
determination of the Highest Lawful Rate, the Lenders and each Borrower agree
that (i) if Chapter 303 of the Texas Finance Code, as amended, is applicable to
such determination, the weekly rate ceiling (formerly known as the indicated
(weekly) rate ceiling in Article 1.4, Subtitle 1, Title 79, of the Revised Civil
Statutes of Texas, as amended) as computed from time to time shall apply;
provided, that, to the extent permitted by such Article, the Administrative
Agent may from time to time by notice to the Borrowers revise the election of
such interest rate ceiling as such ceiling affects the then current or future
balances of the Loans; and (ii) the provisions of Chapter 346 of the Texas
Finance Code, as amended (formerly found in Chapter 15 of Subtitle 3, Title 79,
of the Revised Civil
<PAGE>   51
                                                                              47


Statutes of Texas, 1925, as amended) shall not apply to this Agreement or any
Note issued hereunder.

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

                  9.11 SURVIVAL AND TERMINATION OF AGREEMENT. All covenants,
agreements, representations and warranties made herein and in any certificate,
document or statement delivered pursuant hereto or in connection herewith shall
survive the execution and delivery of this Agreement and any Notes, regardless
of any investigation made by any such other party or on its behalf and
notwithstanding that the Agents or any Lender may have had notice or knowledge
of any Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect so long as any
Loan or any amount payable to any Lender under or in connection with this
Agreement or any Loan is unpaid and so long as the Commitments have not expired
or terminated. It being expressly understood that the obligations of the
Borrowers to the Administrative Agent and each Lender under subsections 2.14,
2.16, 2.17 and 9.5 and the obligations of the Lenders to the Administrative
Agent under subsection 8.7 shall survive the payment in full of the Loans and
all other amounts payable hereunder; provided, that with respect to amounts
payable under subsections 2.14, 2.16, 2.17, 8.7 and 9.5, such amounts shall be
deemed to have been paid if no claim therefor is made within one year after
payment in full of the Loans and all other amounts payable hereunder.
Notwithstanding the foregoing, no Lender shall be entitled to any payments from
either Borrower under subsection 2.14, 2.16, 2.17 or 9.5 unless, within one year
of such Lender's obtaining actual knowledge of the occurrence of the event or
events giving rise to the operation of any such subsection, it has notified the
Borrowers of the occurrence of such event or events; provided, however, that the
requirement for notice set forth herein shall have no effect on the nature or
scope of the provisions of such subsections other than as expressly stated in
this subsection 9.11.

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

                  9.13 WAIVER OF JURY TRIAL. EACH BORROWER, THE ADMINISTRATIVE
AGENT AND EACH LENDER HEREBY IRREVOCABLY AND
<PAGE>   52
                                                                              48


UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY NOTE AND FOR ANY COUNTERCLAIM THEREIN.

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

                  9.15 JOINT AND SEVERAL LIABILITY. (a) Any and all obligations
and liabilities of either Borrower under this Agreement shall be the joint and
several obligation and the joint and several liability of the Borrowers. Except
as expressly set forth in Section 7, each Borrower waives presentation to,
demand of payment from and protest to the Lenders of any of the obligations and
liabilities of the other Borrower hereunder and also waives notice of protest
for nonpayment and notice of acceleration and notice of intent to accelerate,
and all other notices of any kind. Except as expressly set forth in Section 7,
each Borrower waives notice of any default by the other Borrower hereunder. The
obligations and liabilities of each Borrower hereunder shall not be affected by
(i) the failure of any Lender to assert any claim or demand or to enforce any
right or remedy against the other Borrower or any other person under this
Agreement or any Notes; (ii) any extension or renewal of any thereof; (iii) any
rescission, waiver, amendment or modification of any of the terms or provisions
of this Agreement or any Notes; (iv) the release of any obligation or liability
of the other Borrower by any Lender; (v) the failure of any Lender to exercise
any right or remedy against any Borrower; (vi) any change in the ownership of
either of the Borrowers; or (vii) any winding up, reorganization, arrangement,
liquidation, reconstruction or similar proceeding with respect to either of the
Borrowers or any Lender.

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

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

                  (d) The provisions of this subsection 9.15 are made for the
benefit of the Lenders and their successors and assigns, and may be enforced by
the Administrative Agent and the Lenders from time to time against either of the
Borrowers as often as occasion therefor may arise and without requirement on the
part of the Lenders first to marshal any of their claims or to exercise any of
their rights against the other Borrower or to exhaust any remedies available to
them against the other Borrower or to resort to any other source or means of
obtaining payment of all or any part of the obligations hereunder or to elect
any other remedy. The provisions of this subsection 9.15 shall remain in effect
until all of the obligations hereunder shall have been paid in full or otherwise
fully satisfied and all of the Commitments shall have terminated or expired. If
at any time, any payment, or any part thereof, made in respect of all or any
part of the obligations hereunder, is rescinded or
<PAGE>   53
                                                                              49


must otherwise be restored or returned by any of the Lenders upon the
insolvency, bankruptcy or reorganization of a Borrower, or otherwise, the
provisions of this subsection 9.15 will forthwith be reinstated in effect, as
though such payment had not been made.
<PAGE>   54



                                                           Signature Page to the
                                                            Amended and Restated
                                                     Three-Year Credit Agreement


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


                              CHEVRON PHILLIPS CHEMICAL COMPANY LLC


                              By:      /s/ J.M. McKee
                                       J.M. McKee
                                       Vice President and Treasurer

                              CHEVRON PHILLIPS CHEMICAL COMPANY LP


                              By:      /s/ J.M. McKee
                                       Name:    J.M. McKee
                                       Title:   Vice President and Treasurer
<PAGE>   55
                                                           Signature Page to the
                                                            Amended and Restated
                                                     Three-Year Credit Agreement


                                        BANK OF AMERICA, N.A., as
                                        Administrative Agent, Same Day Lender
                                        and a Lender


                                        By:      /s/ Claire M. Liu
                                                 Claire M. Liu
                                                 Managing Director
<PAGE>   56
                                                           Signature Page to the
                                                            Amended and Restated
                                                     Three-Year Credit Agreement



                                        THE CHASE MANHATTAN BANK, as
                                        Co-Syndication Agent and a Lender


                                        By:      /s/ Stacey L. Haimes
                                                 Stacey L. Haimes
                                                 Vice President
<PAGE>   57
                                                           Signature Page to the
                                                            Amended and Restated
                                                     Three-Year Credit Agreement



                                        ABN AMRO BANK, N.V., as
                                        Co-Syndication Agent and a Lender


                                        By:      /s/ Scott J. Albert
                                                 Scott J. Albert
                                                 Group Vice President


                                        By:      /s/ Darin Fischer
                                                 Darin Fischer
                                                 Vice President
<PAGE>   58
                                                           Signature Page to the
                                                            Amended and Restated
                                                     Three-Year Credit Agreement




                                        NATIONAL WESTMINSTER BANK PLC, as
                                        Documentation Agent and a Lender


                                        By:      NATIONAL WESTMINSTER BANK PLC,
                                                 NEW YORK BRANCH


                                                 By:      /s/ Patricia J. Dundee
                                                          Patricia J. Dundee
                                                          Senior Vice President


                                                 NATIONAL WESTMINSTER BANK PLC,
                                                 NASSAU BRANCH


                                                 By:      /s/ Patricia J. Dundee
                                                          Patricia J. Dundee
                                                          Senior Vice President
<PAGE>   59
                                                           Signature Page to the
                                Amended and Restated Three-Year Credit Agreement


                                        THE BANK OF NEW YORK,
                                        as a Lender


                                        By:      /s/ Raymond J. Palmer
                                                 Raymond J. Palmer
                                                 Vice President


<PAGE>   60
                                                           Signature Page to the
                                Amended and Restated Three-Year Credit Agreement



                                       BARCLAYS BANK PLC,
                                       as a Lender


                                       By:      /s/ Marlene Wechselblatt
                                                --------------------------------
                                                Marlene Wechselblatt
                                                Vice President

<PAGE>   61
                                                           Signature Page to the
                                Amended and Restated Three-Year Credit Agreement



                                       BAYERISCHE LANDESBANK GIROZENTRALE,
                                       CAYMAN ISLANDS BRANCH, as a Lender


                                       By:      /s/ Hereward Drummond
                                                --------------------------------
                                                Hereward Drummond
                                                Senior Vice President


                                       By:      /s/ James H. Boyle
                                                --------------------------------
                                                James H. Boyle
                                                Vice President
<PAGE>   62
                                                           Signature Page to the
                                Amended and Restated Three-Year Credit Agreement



                                       CITIBANK, N.A.,
                                       as a Lender


                                       By:      /s/ Gordon H. DeKuyper
                                                --------------------------------
                                                Gordon H. DeKuyper
                                                Vice President
<PAGE>   63
                                                           Signature Page to the
                                Amended and Restated Three-Year Credit Agreement



                                       THE DAI-ICHI KANGYO BANK, LTD., NEW YORK
                                       BRANCH, as a Lender


                                       By:      /s/ David McCann
                                                --------------------------------
                                                David McCann
                                                Vice President

<PAGE>   64
                                                           Signature Page to the
                                Amended and Restated Three-Year Credit Agreement



                                       THE FUJI BANK, LIMITED,
                                       as a Lender


                                       By:      /s/ Nate Ellis
                                                --------------------------------
                                                Nate Ellis
                                                Senior Vice President & Manager
<PAGE>   65
                                                           Signature Page to the
                                Amended and Restated Three-Year Credit Agreement



                                      THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                                      NEW YORK BRANCH, as a Lender


                                      By: /s/ Michael N. Oakes
                                          --------------------------------------
                                          Michael N. Oakes
                                          Senior Vice President - Houston Office

<PAGE>   66
                                                           Signature Page to the
                                Amended and Restated Three-Year Credit Agreement



                                       THE SUMITOMO BANK, LIMITED,
                                       as a Lender


                                       By:      /s/ C. Michael Garrido
                                                --------------------------------
                                                C. Michael Garrido
                                                Senior Vice President
<PAGE>   67
                                                           Signature Page to the
                                Amended and Restated Three-Year Credit Agreement



                                       WESTDEUTSCHE LANDESBANK
                                       GIROZENTRALE, NEW YORK BRANCH,
                                       as a Lender


                                       By:      /s/ Duncan M. Robertson
                                                --------------------------------
                                                Duncan M. Robertson
                                                Director


                                       By:      /s/ Martin Frame
                                                --------------------------------
                                                Martin Frame
                                                Vice President

<PAGE>   68

                                                           Signature Page to the
                                Amended and Restated Three-Year Credit Agreement



                                       BANCA INTESA S.P.A.,
                                       as a Lender


                                       By:      /s/ Maria Elena Greene
                                                --------------------------------
                                                Maria Elena Greene
                                                Assistant Vice President


                                       By:      /s/ Charles W. Kennedy
                                                --------------------------------
                                                Charles W. Kennedy
                                                First Vice President



<PAGE>   69
                                                           Signature Page to the
                                Amended and Restated Three-Year Credit Agreement



                                       BANCA NAZIONALE DEL LAVORO S.P.A.,
                                       NEW YORK BRANCH, as a Lender


                                       By:      /s/ Leonardo Valentini
                                                --------------------------------
                                                Leonardo Valentini
                                                First Vice President



                                       By:      /s/ Roberto Mancone
                                                --------------------------------
                                                Roberto Mancone
                                                Senior Loan Officer

<PAGE>   70
                                                           Signature Page to the
                                Amended and Restated Three-Year Credit Agreement



                                       THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                       as a Lender


                                       By:      /s/ Michael Meiss
                                                --------------------------------
                                                Michael Meiss
                                                VP & Manager

<PAGE>   71
                                                           Signature Page to the
                                Amended and Restated Three-Year Credit Agreement



                                       BANK ONE, NA (CHICAGO),
                                       as a Lender


                                       By:      /s/ Helen A. Carr
                                                --------------------------------
                                                Helen A. Carr
                                                First Vice President
<PAGE>   72
                                                           Signature Page to the
                                Amended and Restated Three-Year Credit Agreement



                                       BANCA DI ROMA - CHICAGO BRANCH,
                                       as a Lender


                                       By:      /s/ Aurora Pensa
                                                --------------------------------
                                                Aurora Pensa
                                                Vice President


                                       By:      /s/ Enrico Verdoscia
                                                --------------------------------
                                                Enrico Verdoscia
                                                Sr. Vice Pres. & Branch Mgr.

<PAGE>   73
                                                           Signature Page to the
                                Amended and Restated Three-Year Credit Agreement



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


                                       By:      /s/ Giulio Natalicchi
                                                --------------------------------
                                                Giulio Natalicchi
                                                Senior Vice President &
                                                General Manager


                                       By:      /s/ Brian R. Landy
                                                --------------------------------
                                                Brian R. Landy
                                                Vice President

<PAGE>   74
                                                           Signature Page to the
                                Amended and Restated Three-Year Credit Agreement



                                       BANCO DI NAPOLI S.P.A.,
                                       as a Lender


                                       By:      /s/ Lucio Passarello
                                                --------------------------------
                                                Lucio Passarello
                                                First Vice President


                                       By:      /s/ Claude P. Mapes
                                                --------------------------------
                                                Claude P. Mapes
                                                First Vice President

<PAGE>   75
                                                           Signature Page to the
                                Amended and Restated Three-Year Credit Agreement



                                       SUNTRUST BANK,
                                       as a Lender


                                       By:      /s/ Linda L. Stanley
                                                --------------------------------
                                                Linda L. Stanley
                                                Director
<PAGE>   76
                                                                      Schedule I

                               LENDER INFORMATION

<TABLE>
<CAPTION>
LENDER                               LENDER'S MAXIMUM COMMITMENT            LENDER'S LENDING OFFICE
------                               ---------------------------            -----------------------
<S>                                  <C>                                    <C>
Administrative Agent

Bank of America, N.A.                $75,000,000.02                         Address for Notices:
                                                                            -------------------
                                                                            Bank of America, N.A.
                                                                            333 Clay Street, Suite 4550
                                                                            Houston, Texas 77002
                                                                            Attention: Claire Liu
                                                                            Telecopier: (713) 651-4807
                                                                            Telephone: (713) 651-4855

                                                                            Lending Office:
                                                                            ---------------
                                                                            Bank of America, N.A.
                                                                            901 Main Street, 14th Floor
                                                                            Dallas, TX  75202
                                                                            Attention:  Ben Cosgrove
                                                                            Telecopier:  (214) 290-9439
                                                                            Telephone:  (214) 209-9254
Co-Syndication Agents

The Chase Manhattan Bank             $75,000,000.02                         Address for Notices:
                                                                            --------------------
                                                                            The Chase Manhattan Bank
                                                                            The Loan and Agency Services Group
                                                                            One Chase Manhattan Plaza, 8th Floor
                                                                            New York, New York 10081
                                                                            Attention:  Joselin Fernandes
                                                                            Telecopier:  (212) 552-5777
                                                                            Telephone:  (212) 552-7414

                                                                            Lending Office:
                                                                            ---------------
                                                                            The Chase Manhattan Bank
                                                                            270 Park Avenue
                                                                            New York, New York  10017
                                                                            Attention:  Stacey Haimes
                                                                            Telecopier:  (212) 270-7939
                                                                            Telephone:  (212) 270-3217
</TABLE>
<PAGE>   77
<TABLE>
<CAPTION>
LENDER                               LENDER'S MAXIMUM COMMITMENT            LENDER'S LENDING OFFICE
------                               ---------------------------            -----------------------
<S>                                  <C>                                    <C>
ABN AMRO Bank, N.V.                  $75,000,000.02                         Address for all Required Documentation
                                                                            and Financial Information:
                                                                            -------------------------
                                                                            ABN AMRO Bank, N.V.
                                                                            208 South LaSalle
                                                                            Suite 1500
                                                                            Chicago, Illinois 60604-1003
                                                                            Attention: Credit Administration
                                                                            Telecopier: (312) 992-5111
                                                                            Telephone: (312) 992-5110

                                                                            with a copy to:
                                                                            ---------------
                                                                            ABN AMRO Bank N.V.
                                                                            135 South LaSalle
                                                                            Suite 611
                                                                            Chicago, Illinois 60603
                                                                            Attention:  Kevin Costello
                                                                            Telecopier: (312) 904-7794
                                                                            Telephone: (312) 904-2949

                                                                            Loan Administration Contacts:
                                                                            ----------------------------
                                                                            ABN AMRO Bank, N.V.
                                                                            208 South LaSalle
                                                                            Suite 1500
                                                                            Chicago, Illinois 60604-1003
                                                                            Attention: Loan Administration
                                                                            Telecopier: (312) 992-5155
                                                                            Telephone: (312) 992-5150
Documentation Agent

National Westminster Bank Plc        $75,000,000.00                         Addresses for Notice:
                                                                            ---------------------
                                                                            National Westminster Bank Plc
                                                                            600 Travis Street, Suite 6070
                                                                            Houston, Texas 77002
                                                                            Attention: Patricia Dundee
                                                                            Telecopier: (713) 221-2430
                                                                            Telephone: (713) 221-2423

                                                                            Lending Office:
                                                                            ---------------
                                                                            National Westminster Bank Plc
                                                                            65 East 55th Street, 24th Floor
                                                                            New York, New York 10022
                                                                            Attention: Sheila Shaw
                                                                            Telecopier: (212) 401-1494
                                                                            Telephone: (212) 401-1406

</TABLE>
<PAGE>   78
<TABLE>
<CAPTION>
LENDER                               LENDER'S MAXIMUM COMMITMENT            LENDER'S LENDING OFFICE
------                               ---------------------------            -----------------------
<S>                                  <C>                                    <C>
Managing Agents

The Bank of New York                 $46,666,666.66                         Address for Notices:
                                                                            --------------------
                                                                            The Bank of New York
                                                                            One Wall Street, 19th Floor
                                                                            New York, New York 10286
                                                                            Attention: Ray Palmer
                                                                            Telecopier: (212) 635-7923
                                                                            Telephone: (212) 635-7834

                                                                            Lending Office:
                                                                            ---------------
                                                                            The Bank of New York
                                                                            101 Barclay Street
                                                                            New York, New York 10286
                                                                            Attention: Theresa Burke
                                                                            Telecopier: (212) 635-7923
                                                                            Telephone: (212) 635-7532

Barclays Bank Plc                    $46,666,666.66                         Address for Notices:
                                                                            --------------------
                                                                            Barclays Bank Plc
                                                                            222 Broadway, 8th Floor
                                                                            New York, New York 10038
                                                                            Attention: Terance Bullock
                                                                            Telecopier: (212) 412-7590
                                                                            Telephone: (212) 412-2554

                                                                            Lending Office:
                                                                            ---------------
                                                                            Barclays Bank Plc
                                                                            222 Broadway, 11th Floor
                                                                            New York, New York 10038
                                                                            Attention: Christina Batiz
                                                                            Telecopier: (212) 412-5306
                                                                            Telephone: (212) 412-3701
</TABLE>
<PAGE>   79
<TABLE>
<CAPTION>
LENDER                               LENDER'S MAXIMUM COMMITMENT            LENDER'S LENDING OFFICE
------                               ---------------------------            -----------------------
<S>                                  <C>                                    <C>
Bayerische Landesbank                $46,666,666.66                         Address for Notices:
                                                                            --------------------
Girozentrale, Cayman Islands Branch                                         Bayerische Landesbank Girozentrale,
                                                                            Cayman Islands Branch
                                                                            560 Lexington Avenue
                                                                            New York, New York 10022
                                                                            Attention: Stephen Christenson
                                                                            Telecopier: (212) 310-9868
                                                                            Telephone: (212) 310-9986

                                                                            Lending Office:
                                                                            ---------------
                                                                            Bayerische Landesbank Girozentrale,
                                                                            Cayman Islands Branch
                                                                            560 Lexington Avenue
                                                                            New York, New York 10022
                                                                            Attention: Patricia Sanchez
                                                                            Telecopier: (212) 310-9930
                                                                            Telephone: (212) 310-9810

Citibank, N.A.                       $46,666,666.66                         Address for Notices:
                                                                            --------------------
                                                                            Citibank, N.A.
                                                                            399 Park Avenue
                                                                            New York, New York 10043
                                                                            Attention: Gordon DeKuyper
                                                                            Telecopier: (212) 832-9857
                                                                            Telephone: (212) 559-4832

                                                                            Lending Office:
                                                                            ---------------
                                                                            Citibank, N.A.
                                                                            2 Penn's Way, Suite 200
                                                                            New Castle, Delaware 19720
                                                                            Attention: Tom Dougherty
                                                                            Telecopier: (302) 894-6120
                                                                            Telephone: (302) 894-6078
The Dai-Ichi Kangyo Bank, Ltd.,      $46,666,666.66                         Address for Notices:
                                                                            --------------------
New York Branch                                                             The Dai-Ichi Kangyo Bank, Ltd.,
                                                                            New York Branch
                                                                            1 World Trade Center, 48th Floor
                                                                            New York, New York 10048
                                                                            Attention: Matthew Murphy
                                                                            Telecopier: (212) 912-1879
                                                                            Telephone: (212) 432-6626

                                                                            Lending Office:
                                                                            ---------------
                                                                            The Dai-Ichi Kangyo Bank, Ltd.,
                                                                            New York Branch
                                                                            1 World Trade Center, 48th Floor
                                                                            New York, New York 10048
                                                                            Attention: Dawnmarie Harper
                                                                            Telecopier: (212) 524-0049
                                                                            Telephone: (212) 432-6643
</TABLE>
<PAGE>   80
<TABLE>
<CAPTION>
LENDER                               LENDER'S MAXIMUM COMMITMENT            LENDER'S LENDING OFFICE
------                               ---------------------------            -----------------------
<S>                                  <C>                                    <C>
The Fuji Bank, Limited               $46,666,666.66                         Address for Notices:
                                                                            --------------------
                                                                            The Fuji Bank, Limited
                                                                            1221 McKinney Street
                                                                            Suite 4100
                                                                            Houston, TX 77010
                                                                            Attention: Nate Ellis
                                                                            Telecopier: (713) 759-0717
                                                                            Telephone: (713) 650-7858

                                                                            Lending Office:
                                                                            ---------------
                                                                            The Fuji Bank, Limited
                                                                            Two World Trade Center
                                                                            New York, NY 10048
                                                                            Attention: Tina Catapano
                                                                            Telecopier: (212) 898-2099
                                                                            Telephone: (212) 488-8216

The Industrial Bank of Japan,        $46,666,666.66                         Address for Notices:
Limited, New York Branch                                                    --------------------
                                                                            The Industrial Bank of Japan, Limited,
                                                                            New York Branch
                                                                            Three Allen Center
                                                                            Suite 4850
                                                                            333 Clay Street
                                                                            Houston, Texas 77002
                                                                            Attention: Lynn Williford
                                                                            Telecopier: (713) 651-9209
                                                                            Telephone: (713) 651-9444 x104

                                                                            Lending Office:
                                                                            --------------
                                                                            The Industrial Bank of Japan, Limited,
                                                                            New York Branch
                                                                            1251 Avenue of the Americas
                                                                            New York, New York 10020-1104
                                                                            Attention: Andrew Encarnacion
                                                                            Telecopier: (212) 282-4480
                                                                            Telephone: (212) 282-4065
</TABLE>
<PAGE>   81
<TABLE>
<CAPTION>
LENDER                               LENDER'S MAXIMUM COMMITMENT            LENDER'S LENDING OFFICE
------                               ---------------------------            -----------------------
<S>                                  <C>                                    <C>
The Sumitomo Bank, Limited           $46,666,666.66                         Address for Notices:
                                                                            --------------------
                                                                            The Sumitomo Bank, Limited
                                                                            277 Park Avenue
                                                                            New York, NY  10172
                                                                            Attention: Bruce Meredith
                                                                            Telecopier: (212) 224-4384
                                                                            Telephone:  (212) 224-4194

                                                                            Lending Office:
                                                                            --------------
                                                                            The Sumitomo Bank, Limited
                                                                            277 Park Avenue
                                                                            New York, NY  10172
                                                                            Attention: Leesha Thomas
                                                                            Telecopier: (212) 224-5197
                                                                            Telephone:  (212) 224-4154

Westdeutsche Landesbank              $46,666,666.66                         Address for Notices:
Girozentrale, New York Branch                                               --------------------
                                                                            Westdeutsche Landesbank Girozentrale,
                                                                            New York Branch
                                                                            1211 Avenue of the Americas
                                                                            New York, New York 10036
                                                                            Attention: Barry S. Wadler
                                                                            Telecopier: (212) 852-6148
                                                                            Telephone: (212) 852-6137

                                                                            Lending Office:
                                                                            Westdeutsche Landesbank Girozentrale,
                                                                            New York Branch
                                                                            1211 Avenue of the Americas
                                                                            New York, New York 10036
                                                                            Attention: Phil Green
                                                                            Telecopier: (212) 302-7946
                                                                            Telephone: (212) 852-6113
</TABLE>
<PAGE>   82
<TABLE>
<CAPTION>
LENDER                               LENDER'S MAXIMUM COMMITMENT            LENDER'S LENDING OFFICE
------                               ---------------------------            -----------------------
<S>                                  <C>                                    <C>
Co-Agents

Banca Intesa, S.p.A.                 $30,000,000.00                         Address for Notices:
                                                                            --------------------
                                                                            Banca Intesa S.p.A.
                                                                            10 East 53 Street
                                                                            New York, NY 10022
                                                                            Attention:  Anthony Giobbi
                                                                            Telecopier: (212) 527-8777
                                                                            Telephone: (212) 527-8737

                                                                            Lending Office:
                                                                            ---------------
                                                                            Banca Intesa S.p.A.
                                                                            10 East 53 Street
                                                                            New York, NY 10022
                                                                            Attention: Marilena Greene
                                                                            Telecopier: (212) 527-8777
                                                                            Telephone: (212) 527-8744

Banca Nazionale del Lavoro S.p.A.,   $30,000,000.00                         Address for Notices:
New York Branch                                                             --------------------
                                                                            Banca Nazaionale del Lavoro S.p.A., New
                                                                            York Branch
                                                                            25 West 51st Street
                                                                            New York, New York 10019
                                                                            Attention: Roberto Mancone
                                                                            Telecopier: (212) 765-2978
                                                                            Telephone: (212) 314-0734

                                                                            Lending Office:
                                                                            Banca Nazaionale del Lavoro S.p.A., New
                                                                            York Branch
                                                                            25 West 51st Street
                                                                            New York, New York 10019
                                                                            Attention: A. Hernandez
                                                                            Telecopier: (212) 765-2978
                                                                            Telephone: (212) 314-0679
</TABLE>
<PAGE>   83
<TABLE>
<CAPTION>
LENDER                               LENDER'S MAXIMUM COMMITMENT            LENDER'S LENDING OFFICE
------                               ---------------------------            -----------------------
<S>                                  <C>                                    <C>
The Bank of Tokyo-Mitsubishi, Ltd.   $30,000,000.00                         Address for Notices:
                                                                            --------------------
                                                                            The Bank of Tokyo-Mitsubishi, Ltd.
                                                                            1100 Louisiana Street
                                                                            Suite 2800
                                                                            Houston, TX 77002
                                                                            Attention: Iris Munoz
                                                                            Telecopier: (713) 655-3855
                                                                            Telephone: (713) 655-3814

                                                                            Lending Office:
                                                                            --------------
                                                                            The Bank of Tokyo-Mitsubishi, Ltd.
                                                                            1100 Louisiana Street
                                                                            Suite 2800
                                                                            Houston, TX 77002
                                                                            Attention: Barrie Hogue
                                                                            Telecopier: (713) 658-0116
                                                                            Telephone: (713) 655-3847

Bank One, NA (Chicago)               $30,000,000.00                         Address for Notices:
                                                                            --------------------
                                                                            Bank One, NA
                                                                            910 Travis
                                                                            6th Floor
                                                                            Houston, TX  77002
                                                                            Attention:  Graeme Bullen
                                                                            Telecopier:  (713) 751-3760
                                                                            Telephone:  (713) 751-6246

                                                                            Lending Office:
                                                                            --------------
                                                                            Bank One, NA
                                                                            1 Bank One Plaza
                                                                            0634, 1FNP, 10
                                                                            Chicago, IL  60670
                                                                            Attention: Brenda de los Reyes
                                                                            Telecopier: (312) 732-4840
                                                                            Telephone: (312) 732-5901
</TABLE>
<PAGE>   84
<TABLE>
<CAPTION>
LENDER                               LENDER'S MAXIMUM COMMITMENT            LENDER'S LENDING OFFICE
------                               ---------------------------            -----------------------
<S>                                  <C>                                    <C>
Other Lenders

Banca di Roma - Chicago Branch       $15,000,000.00                         Address for Notices:
                                                                            --------------------
                                                                            Banca di Roma - Chicago Branch
                                                                            225 West Washington, Suite 1200
                                                                            Chicago, IL 60606
                                                                            Attention:  Aurora Pensa
                                                                            Telecopier: (312) 726-3058
                                                                            Telephone: (312) 704-2630

                                                                            Lending Office:
                                                                            ---------------
                                                                            Banca di Roma - Chicago Branch
                                                                            225 West Washington, Suite 1200
                                                                            Chicago, IL 60606
                                                                            Attention: Aurora Pensa
                                                                            Telecopier: (312) 726-3058
                                                                            Telephone: (312) 704-2630

Banca Monte dei Paschi di Siena      $15,000,000.00                         Address for Notices:
S.p.A.                                                                      --------------------
                                                                            Banca Monte dei Paschi di Siena S.p.A.
                                                                            55 East 59th Street
                                                                            New York, New York 10022
                                                                            Attention: Nicolas Kananis
                                                                            Telecopier: (212) 891-3661
                                                                            Telephone: (212) 891-3655

                                                                            Lending Office:
                                                                            Banca Monte dei Paschi di Siena S.p.A.
                                                                            55 East 59th Street
                                                                            New York, New York 10022
                                                                            Attention: Mei Tam
                                                                            Telecopier: (212) 891-3616
                                                                            Telephone: (212) 891-3649

Banco di Napoli S.p.A.               $15,000,000.00                         Address for Notices:
                                                                            --------------------
                                                                            Banco di Napoli
                                                                            4 East 54th Street
                                                                            New York, NY  10022
                                                                            Attention:  Franco Di Mario
                                                                            Telecopier:  (212) 755-1389
                                                                            Telephone:  (212) 872-2415

                                                                            Lending Office:
                                                                            --------------
                                                                            Banco di Napoli
                                                                            4 East 54th Street
                                                                            New York, NY  10022
                                                                            Attention:  Vincenzo Orlando
                                                                            Telecopier:  (212) 755-1389
                                                                            Telephone:  (212) 872-2427
</TABLE>
<PAGE>   85
<TABLE>
<CAPTION>
LENDER                               LENDER'S MAXIMUM COMMITMENT            LENDER'S LENDING OFFICE
------                               ---------------------------            -----------------------
<S>                                  <C>                                    <C>
SunTrust Bank                        $15,000,000.00                         Address for Notices:
                                                                            --------------------
                                                                            SunTrust Bank
                                                                            303 Peachtree St. NE
                                                                            3rd Floor, M.C. 1924
                                                                            Atlanta, GA  30308
                                                                            Attention:  Linda Stanley
                                                                            Telecopier:  (404) 827-6270
                                                                            Telephone: (404) 532-0989

                                                                            Lending Office:
                                                                            --------------
                                                                            SunTrust Bank
                                                                            25 Park Place
                                                                            21st Floor
                                                                            Atlanta, GA  30302
                                                                            Attention:  Ernestine Farnsbaugh
                                                                            Telecopier:  (404) 575-2730
                                                                            Telephone:  (404) 581-1612
</TABLE>
<PAGE>   86
                                                                         Annex A

                             THREE-YEAR PRICING GRID

<TABLE>
<CAPTION>
=============================================================================================================================
                                        Level 1         Level 2       Level 3      Level 4      Level 5          Level 6
-----------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>          <C>                <C>        <C>           <C>        <C>
Senior Debt Ratings                    No Rating    A/A2 or higher     A-/A3      BBB+/Baa1     BBB/Baa2   BBB-/Baa3 or lower
                                         (bps)           (bps)         (bps)        (bps)        (bps)            (bps)
-----------------------------------------------------------------------------------------------------------------------------
Applicable Eurodollar Margin(1)            50              25             35          50           62.5            87.5
-----------------------------------------------------------------------------------------------------------------------------
Applicable Utilization Fee Rate -        12.5             10             10         12.5          12.5            12.5
Above 33% Usage(1,2)
-----------------------------------------------------------------------------------------------------------------------------
Applicable Commitment Fee Rate(1)        12.5              8            9.5         12.5           15              20
=============================================================================================================================
</TABLE>

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

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

(2) Utilization Fee increases by 12.5 bps if ratings not achieved within 60 days
after the Closing Date. The Utilization Fee shall apply to the aggregate amount
borrowed under the 364-Day Credit Agreement and this Credit Agreement, and not
individually to the 364-Day Credit Agreement and this Credit Agreement.
<PAGE>   87
                                                            Amended and Restated
                                                     Three-Year Credit Agreement
                                                                       EXHIBIT A

                             FORM OF THREE-YEAR NOTE

                                                              New York, New York
                                                                    July 3, 2000

         FOR VALUE RECEIVED, CHEVRON PHILLIPS CHEMICAL COMPANY LLC, a Delaware
limited liability company (the "LLC"), CHEVRON PHILLIPS CHEMICAL COMPANY LP, a
Delaware limited partnership which is wholly-owned, indirectly, by the LLC (the
"LP"; and together with the LLC, the "Borrowers" and, each, a "Borrower"),
jointly and severally promise to pay to the order of [Insert Name of Lender]
(the "Lender") at the office of Bank of America, N.A., as Administrative Agent,
located at 901 Main Street, Dallas, Texas 75202-3714, Attention: Corporate Loan
Funds, on the Three-Year Commitment Termination Date (as defined in the
Three-Year Credit Agreement referred to below) in lawful money of the United
States of America and in immediately available funds, the principal amount equal
to the aggregate unpaid principal amount of all Loans made by the Lender to the
Borrowers pursuant to subsections 2.1, 2.2, 2.3 and 2.4 of the Three-Year Credit
Agreement. The Borrowers, jointly and severally, hereby further agree to pay
interest on the unpaid principal amount of the Loans from time to time
outstanding from the date hereof until payment in full thereof at the rates per
annum, and on the dates, set forth in subsection 2.10 of the Three-Year Credit
Agreement. The holder of this Note is authorized to record the date and amount
of each Loan made by the Lender, each payment of principal with respect thereto
and each conversion or continuation made pursuant to subsection 2.7 of the
Three-Year Credit Agreement, on the schedules annexed hereto and made a part
hereof, or on a continuation thereof which shall be attached hereto and made a
part hereof, and any such recordation shall constitute prima facie evidence,
absent manifest error, of the accuracy of the information recorded; provided,
that failure by the Lender to make any such recordation or any error in such
recordation shall not affect the obligations of the Borrowers hereunder or under
the Three-Year Credit Agreement.

         This Note is one of the Notes referred to in the Amended and Restated
Three-Year Credit Agreement, dated as of the date hereof, among LLC and LP, each
as a Borrower, the Lenders parties thereto, Bank of America, N.A., as the
Administrative Agent, The Chase Manhattan Bank and ABN AMRO Bank, N.V., as the
Co-Syndication Agents, and National Westminster Bank Plc, as the Documentation
Agent (as amended, supplemented or otherwise modified from time to time, the
"Three-Year Credit Agreement"; terms defined therein and not otherwise defined
herein being used herein as therein defined), is entitled to the benefits
thereof and is subject to optional and mandatory prepayment in whole or in part
as provided therein. The Borrowers agree to pay all costs and expenses incurred
by the Lender in connection with the enforcement of its rights and remedies
under the Three-Year Credit Agreement and this Note.

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

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

                                CHEVRON PHILLIPS CHEMICAL COMPANY LLC


                                By:
                                         ---------------------------------------
                                Title:
                                         ---------------------------------------


                                CHEVRON PHILLIPS CHEMICAL COMPANY LP

                                By:
                                         ---------------------------------------
                                Title:
                                         ---------------------------------------
<PAGE>   88
                                                                      Schedule A
                                                                         to Note


                 LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                     Amount                              Amount of ABR Loans
                                  Converted to   Amount of Principal of     Converted to        Unpaid Principal
  Date     Amount of ABR Loans     ABR Loans        ABR Loans Repaid      Eurodollar Loans    Balance of ABR Loans  Notation Made By
------------------------------------------------------------------------------------------------------------------------------------
<S>        <C>                    <C>            <C>                     <C>                  <C>                   <C>
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>   89
<TABLE>
<CAPTION>
                                Amount                                  Amount of ABR Loans
                             Converted to      Amount of Principal of       Converted to         Unpaid Principal      Notation Made
Date   Amount of ABR Loans    ABR Loans           ABR Loans Repaid        Eurodollar Loans     Balance of ABR Loans         By
----   -------------------    ---------           ----------------        ----------------     --------------------    -------------
<S>    <C>                   <C>               <C>                      <C>                    <C>                     <C>
</TABLE>
<PAGE>   90
                                                                      Schedule B
                                                                         to Note

      LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS


<TABLE>
<CAPTION>
                                                    Interest Period and
            Amount of        Amount Converted      Eurodollar Rate with
Date    Eurodollar Loans    to Eurodollar Loans       Respect Thereto
----    ----------------    -------------------       ---------------
<S>     <C>                 <C>                    <C>
</TABLE>

<TABLE>
<CAPTION>
       Amount of Principal   Amount of Eurodollar   Unpaid Principal
       of Eurodollar Loans    Loans Converted to       Balance of      Notation
Date         Repaid                ABR Loans        Eurodollar Loans   Made By
----   -------------------    ------------------       ----------      --------
<S>    <C>                   <C>                    <C>                <C>
</TABLE>
<PAGE>   91
<TABLE>
<CAPTION>
                                                    Interest Period and
            Amount of        Amount Converted      Eurodollar Rate with
Date    Eurodollar Loans    to Eurodollar Loans       Respect Thereto
----    ----------------    -------------------       ---------------
<S>     <C>                 <C>                    <C>
</TABLE>

<TABLE>
<CAPTION>
       Amount of Principal   Amount of Eurodollar   Unpaid Principal
       of Eurodollar Loans    Loans Converted to       Balance of      Notation
Date         Repaid                ABR Loans        Eurodollar Loans   Made By
----   -------------------    ------------------       ----------      --------
<S>    <C>                   <C>                    <C>                <C>
</TABLE>
<PAGE>   92
                                                            Amended and Restated
                                                     Three-Year Credit Agreement
                                                                       EXHIBIT B


                        FORM OF ASSIGNMENT AND ACCEPTANCE


         Reference is made to the Amended and Restated Three-Year Credit
Agreement dated as of July 3, 2000 (as amended, supplemented or otherwise
modified from time to time, the "Three-Year Credit Agreement"), among CHEVRON
PHILLIPS CHEMICAL COMPANY LLC, a Delaware limited liability company (the "LLC"),
CHEVRON PHILLIPS CHEMICAL COMPANY LP, a Delaware limited partnership which is
wholly-owned, indirectly, by the LLC (the "LP"; and together with the LLC, the
"Borrowers" and, each, a "Borrower"), the Lenders parties thereto, Bank of
America, N.A., as the Administrative Agent, The Chase Manhattan Bank and ABN
AMRO Bank, N.V., as the Co-Syndication Agents, and National Westminster Bank
Plc, as the Documentation Agent. Unless otherwise defined herein, terms defined
in the Three-Year Credit Agreement and used herein shall have the meanings given
to them in the Three-Year Credit Agreement.

                 (the "Assignor") and         (the "Assignee") agree as follows:

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

         2. The Assignor (a) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Three-Year Credit Agreement or any other
instrument or document furnished pursuant thereto or with respect to the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Three-Year Credit Agreement, any Note or any other instrument or document
furnished pursuant thereto, other than that the Assignor is the legal and
beneficial owner of the Assigned Facility and the Assignor has not created any
adverse claim upon the interest being assigned by it hereunder and that such
interest is free and clear of any such adverse claim; (b) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrowers or their Subsidiaries or the performance or
observance by the Borrowers of any of their obligations under the Three-Year
Credit Agreement or any Note or any other instrument or document furnished
pursuant hereto or thereto; and (c) attaches any Notes held by it evidencing the
Assigned Facility and (i) requests that the Administrative Agent, upon request
by the Assignee, exchange any attached Notes for a new Note or Notes payable to
<PAGE>   93
the Assignee and (ii) if the Assignor has retained any interest in the Assigned
Facility, requests that the Administrative Agent exchange any attached Notes for
a new Note or Notes payable to the Assignor, in each case in amounts which
reflect the assignment being made hereby (and after giving effect to any other
assignments which have become effective on the Transfer Effective Date).

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

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

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

                                       2
<PAGE>   94
         6. From and after the Transfer Effective Date, (a) the Assignee shall
be a party to the Three-Year Credit Agreement and, to the extent provided in
this Assignment and Acceptance, have the rights and obligations of a Lender
thereunder and shall be bound by the provisions thereof and (b) the Assignor
shall, to the extent provided in this Assignment and Acceptance, relinquish its
rights and be released from its obligations under the Three-Year Credit
Agreement.

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

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


                                        3
<PAGE>   95
                                   SCHEDULE 1
                          TO ASSIGNMENT AND ACCEPTANCE
        RELATING TO THE AMENDED AND RESTATED THREE-YEAR CREDIT AGREEMENT,
                           DATED AS OF JULY 3, 2000,
                                      AMONG
            CHEVRON PHILLIPS CHEMICAL COMPANY LLC, AS A BORROWER, AND
              CHEVRON PHILLIPS CHEMICAL COMPANY LP, AS A BORROWER,
             THE SEVERAL LENDERS FROM TIME TO TIME PARTIES THERETO,
                 BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,
               THE CHASE MANHATTAN BANK, AS CO-SYNDICATION AGENT,
                   ABN AMRO BANK, N.V., AS CO-SYNDICATION, AND
              NATIONAL WESTMINSTER BANK PLC, AS DOCUMENTATION AGENT
--------------------------------------------------------------------------------


Name of Assignor:

Name of Assignee:

Transfer Effective Date:

<TABLE>
<CAPTION>
            Principal
        Amount Assigned               Commitment Percentage Assigned(1)
        ---------------               ---------------------------------
<S>                                   <C>
        $_______                               ____________%


   [Name of Assignee]                       [Name of Assignor]


By:  ____________________              By: ____________________
Name:                                  Name:
Title:                                 Title:
</TABLE>

------------------
(1)  Calculate the Commitment Percentage that is assigned to at least 15 decimal
     places and show as a percentage of the aggregate commitments of all Banks.
<PAGE>   96
Accepted:                                         Consented To(2):

BANK OF AMERICA, N.A., as                         CHEVRON PHILLIPS CHEMICAL
Administrative Agent and Same Day Lender          COMPANY LLC, as a Borrower

                                                  By:
                                                  Name:
By:                                               Title:
Name:
Title:                                            CHEVRON PHILLIPS CHEMICAL
                                                  COMPANY LP, as a Borrower

                                                  By:
                                                  Name:
                                                  Title:


------------------

(2)  Not required during the occurrence and continuation of an Event of Default
     under subsection 7(g) or (h).
<PAGE>   97
                                                                Exhibit C to the
                                                            Amended and Restated
                                                     Three-Year Credit Agreement

                                     FORM OF
                               CLOSING CERTIFICATE
                                       OF
                   CHEVRON PHILLIPS CHEMICAL COMPANY [LLC][LP]

         Reference is made to the (i) AMENDED AND RESTATED THREE-YEAR CREDIT
AGREEMENT (as amended, supplemented or otherwise modified from time to time, the
"Three-Year Agreement"), dated as of July 3, 2000, among Chevron Phillips
Chemical Company LLC, a Delaware limited liability company (the "LLC"), and
Chevron Phillips Chemical Company LP, a Delaware limited partnership wholly-
owned indirectly by the LLC (the "LP"), each as a Borrower, the Lenders, Bank of
America, NA., as the Administrative Agent, The Chase Manhattan Bank and ABN AMRO
Bank, N.V., as the Co-Syndication Agents, and National Westminster Bank Plc, as
the Documentation Agent, and (ii) AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
(as amended, supplemented or otherwise modified from time to time, the "364-Day
Agreement"; together with the Three-Year Agreement, the "Agreements"), dated as
of July 3, 2000, among the LLC and the LP, each as a Borrower, the 364-Day
Lenders, Bank of America, NA., as the Administrative Agent, The Chase Manhattan
Bank and ABN AMRO Bank, N.V., as the Co-Syndication Agents, and National
Westminster Bank Plc, as the Documentation Agent. Unless otherwise indicated,
capitalized terms used but not defined herein shall have the respective meanings
set forth in the Three-Year Agreement. However, the insertion of the term
"364-Day" before any capitalized term herein shall mean that such capitalized
term shall have the meaning herein that it has in the 364-Day Agreement. This
certificate is being delivered pursuant to Section 4.1(b) of the Three-Year
Agreement and Section 4.1(b) of the 364-Day Agreement.

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

                  (a) The representations and warranties contained in
         subsections 3.4 and 3.5 are made as of the Closing Date and were true
         and correct as of the Closing Date, and each of the other
         representations and warranties made by the [LLC][LP] in or pursuant to
         each Agreement are true and correct in all material respects on and as
         of the date hereof;

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

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

                  (d) The "Closing Date" (as defined in the Contribution
         Agreement) has occurred.

                                       1
<PAGE>   98
                                                             Closing Certificate
                                                            Amended and Restated
                                              to the Three-Year Credit Agreement


         IN WITNESS WHEREOF, I have hereunto signed my name this 14th day of
August, 2000.



                                          _____________________________________
                                          Name:    J.M. McKee
                                          Title:   Vice President and Treasurer


                                       2
<PAGE>   99
                                                                Exhibit D to the
                                                            Amended and Restated
                                                     Three-Year Credit Agreement

                                     FORM OF
                            CERTIFICATE OF SECRETARY
                                       OF
                   CHEVRON PHILLIPS CHEMICAL COMPANY [LLC][LP]

               Reference is made to the (i) AMENDED AND RESTATED THREE-YEAR
CREDIT AGREEMENT (as amended, supplemented or otherwise modified from time to
time, the "Three-Year Agreement"), dated as of July 3, 2000, among Chevron
Phillips Chemical Company LLC, a Delaware limited liability company (the "LLC"),
and Chevron Phillips Chemical Company LP, a Delaware limited partnership
wholly-owned indirectly by the LLC (the "LP"), each as a Borrower, the Lenders,
Bank of America, NA., as the Administrative Agent, The Chase Manhattan Bank and
ABN AMRO Bank, N.V., as the Co-Syndication Agents, and National Westminster
Bank Plc, as the Documentation Agent, and (ii) AMENDED AND RESTATED 364-DAY
CREDIT AGREEMENT (as amended, supplemented or otherwise modified from time to
time, the "364-Day Agreement"; together with the Three-Year Agreement, the
"Agreements"), dated as of July 3, 2000, among the LLC and the LP, each as a
Borrower, the 364-Day Lenders, Bank of America, NA., as the Administrative
Agent, The Chase Manhattan Bank and ABN AMRO Bank, N.V., as the Co-Syndication
Agents, and National Westminster Bank Plc, as the Documentation Agent. Unless
otherwise indicated, capitalized terms used but not defined herein shall have
the respective meanings set forth in the Three-Year Agreement. However, the
insertion of the term "364-Day" before any capitalized term herein shall mean
that such capitalized term shall have the meaning herein that it has in the
364-Day Agreement. This certificate is being delivered pursuant to Section
4.1(c) of the Three-Year Agreement and Section 4.1(c) of the 364-Day Agreement.

               I, Dale J. Billam, Assistant Secretary of Chevron Phillips
Chemical Company [LLC][LP], DO HEREBY CERTIFY that:

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

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

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


                                       1
<PAGE>   100
                                                         Secretary's Certificate
                                                            Amended and Restated
                                              to the Three-Year Credit Agreement


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



<TABLE>
<CAPTION>
                  Name                                  Title                          Specimen Signature
                  ----                                  -----                          ------------------
<S>                                                  <C>                              <C>
[Include all officers of the [LLC][LP]
who are signing the Agreements, the
Notes or any closing document.]
</TABLE>


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


                                       2
<PAGE>   101
                                                         Secretary's Certificate
                                                            Amended and Restated
                                              to the Three-Year Credit Agreement


         IN WITNESS WHEREOF, I have hereunto signed my name this 14th day of
August, 2000.



                                                   ____________________________
                                                   Name:    Dale J. Billam
                                                   Title:   Assistant Secretary


                                       3
<PAGE>   102
                                                                       EXHIBIT E


(212) 455-7110                                              J_Thomas@stblaw.com




                                       August 14, 2000



Bank of America, N.A., as
     Administrative Agent for the
     Lenders listed on Schedule I hereto
333 Clay Street, Suite 4550
Houston, Texas 77002
Attention: Claire Liu

and

The Agents and Lenders listed
     on Schedule 1 hereto

    Re:  $900,000,000 Amended and Restated Three-Year Revolving Credit Facility
         $900,000,000 Amended and Restated 364-Day Revolving Credit Facility


Ladies and Gentlemen:

               We have acted as counsel to the Chevron Phillips Chemical Company
LLC, a Delaware limited liability company (the "LLC") owned equally by Phillips
Petroleum Company and Chevron U.S.A. Inc., and Chevron Phillips Chemical Company
LP, a Delaware limited partnership wholly-owned, indirectly, by the LLC (the
"LP"; and, together with the LLC, the "Borrowers"), in connection with the
preparation, execution and delivery of the following documents:

               a. the Amended and Restated Three-Year Credit Agreement, dated as
of July 3, 2000 (the "Three-Year Credit Agreement"), among the Borrowers, the
Lenders, Bank of America, N.A., as administrative agent (the "Administrative
Agent"), The Chase Manhattan Bank and ABN AMRO Bank, N.V., as co-syndication
agents (the "Co-Syndication Agents"), and National Westminster Bank Plc, as
documentation agent (the "Documentation Agent"); and

               b. the Amended and Restated 364-Day Credit Agreement, dated as of
July 3, 2000 (the "364-Day Credit Agreement"; and, collectively with the
Three-Year Credit Agreement, the "Credit Agreements"), among the Borrowers, the
364-Day Lenders, the Administrative Agent, the Co-Syndication Agents, and the
Documentation Agent.
<PAGE>   103
Bank of America, N.A.,                                          August 14, 2000
 as Administrative Agent


Unless otherwise indicated, capitalized terms used but not defined herein shall
have the respective meanings set forth in the Three-Year Credit Agreement.
However, the insertion of the term "364-Day" before any capitalized term herein
shall mean that such capitalized term shall have the meaning herein that it has
in the 364-Day Credit Agreement. This opinion is furnished to you pursuant to
subsection 4.1(e) of the Three-Year Credit Agreement and subsection 4.1(e) of
the 364-Day Credit Agreement.

               In connection with this opinion, we have examined:

               (A) the Three-Year Credit Agreement, signed by the Borrowers and
by the Administrative Agent, the Co-Syndication Agents, the Documentation Agent
and the Lenders;

               (B) the 364-Day Credit Agreement, signed by the Borrowers and by
the Administrative Agent, the Co-Syndication Agents, the Documentation Agent and
the 364-Day Lenders; and

               (C) forms of any Notes to be delivered after the date hereof.

               We also have examined the originals, or duplicates or certified
or conformed copies, of such records, agreements, instruments and other
documents and have made such other investigations as we have deemed relevant and
necessary in connection with the opinions expressed herein. As to questions of
fact material to this opinion, we have relied upon certificates of public
officials and of officers and representatives of the Borrowers. In addition, we
have examined, and have relied as to matters of fact upon, the representations
made in the Credit Agreements.

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

               In rendering the opinion set forth in paragraph 6 below with
respect to the Notes, we have assumed that at the time of any execution and
delivery of Notes after the date hereof, the Board of Directors of the LLC and
the General Partner of the LP (or any committee thereof acting pursuant to
authority properly delegated to such committee by the Board of Directors or the
General Partner, as applicable) has not taken any action to rescind or otherwise
reduce its prior authorization of the issuance of such Notes.

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

               1. The LLC (a) has been duly incorporated and is validly existing
and in good standing as a limited liability company under the laws of the State
of Delaware, (b) has the corporate power and authority to execute and deliver
each of the Credit Agreements and each Note and to borrow and perform its
obligations thereunder and (c) has duly authorized, executed and delivered each
Credit Agreement.
<PAGE>   104
Bank of America, N.A.,                                          August 14, 2000
 as Administrative Agent


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

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

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

               5. No consent, approval, authorization, order, filing,
registration or qualification of or with any Federal or New York governmental
agency or body or any Delaware governmental agency or body acting pursuant to
the Delaware Limited Liability Company Law or the Delaware Uniform Limited
Partnership Act is required for the execution and delivery by either Borrower of
the Credit Agreements and each Note, the borrowings by either Borrower in
accordance with the terms of the Credit Agreements and each Note or the
performance by the Borrowers of their payment obligations under the Credit
Agreements and each Note.

               6. Each Credit Agreement constitutes, and each Note delivered to
a Lender after the date hereof, assuming the due execution and delivery by each
Borrower which is the maker of such Note, will constitute, the valid and legally
binding obligation of each Borrower, enforceable against such Borrower in
accordance with its terms.

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

               In issuing our opinion in paragraph 6, we have assumed that each
of the Credit Agreements is a valid and legally binding obligation of each of
the Lenders parties thereto.

               Our opinion in paragraph 6 above is subject to (i) the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws of general application relating to or affecting creditors'
rights generally, (ii) general equitable principles
<PAGE>   105
Bank of America, N.A.,                                          August 14, 2000
 as Administrative Agent


(whether considered in a proceeding in equity or at law)and (iii) an implied
covenant of good faith and fair dealing.

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

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

               We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the law of the State of
New York, the Federal law of the United States, the Delaware Limited Liability
Company Law and the Delaware Uniform Limited Partnership Act.

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


                                              Very truly yours,




                                              SIMPSON THACHER & BARTLETT
<PAGE>   106
                                                                      SCHEDULE I




                           THE AGENTS AND THE LENDERS


Bank of America, N.A.,
     as Administrative Agent and as a Lender

The Chase Manhattan Bank,
     as Co-Syndication Agent and as a Lender

ABN AMRO Bank, N.V.,
     as Co-Syndication Agent and as a Lender

National Westminster Bank Plc,
     as Documentation Agent and as a Lender

The Bank of New York,
     as a Lender

Barclays Bank Plc,
     as a Lender

Bayerische Landesbank Girozentrale, Cayman Islands Branch,
     as a Lender

Citibank, N.A.,
     as a Lender

The Dai-Ichi Kangyo Bank, Ltd., New York Branch,
     as a Lender

The Fuji Bank, Limited,
     as a Lender

The Industrial Bank of Japan, Limited, New York Branch,
     as a Lender

The Sumitomo Bank, Limited,
     as a Lender

Westdeutsche Landesbank Girozentrale, New York Branch,
     as a Lender

Banca Intesa, S.p.A.,
     as a Lender

Banca Nazionale del Lavoro S.p.A., New York Branch,
     as a Lender
<PAGE>   107
The Bank of Tokyo-Mitsubishi, Ltd.,
     as a Lender

Bank One, NA (Chicago),
     as a Lender

Banca di Roma - Chicago Branch,
     as a Lender

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

Banco di Napoli S.p.A.,
     as a Lender

SunTrust Bank,
     as a Lender


                                        2
<PAGE>   108
                                                                Exhibit F to the
                                                            Amended and Restated
                                                     Three-Year Credit Agreement


                            FORM OF BORROWING REQUEST



Bank of America, N.A.,
   as Administrative Agent
901 Main Street, 14th Floor
Dallas, Texas 75202

Attention:  Ben Cosgrove
                                                           [Date(1)]

Dear Sirs and Madams:

         The undersigned, Chevron Phillips Chemical Company [LLC][LP] (the
"Requesting Borrower") refers to the Amended and Restated Three-Year Credit
Agreement dated as of July 3, 2000 (as it may be amended, restated, supplemented
or otherwise modified from time to time, the "Three-Year Credit Agreement"),
among Chevron Phillips Chemical Company LP and Chevron Phillips Chemical Company
LLC, each as a Borrower; the several Lenders from time to time party thereto;
Bank of America, N.A., as Administrative Agent; The Chase Manhattan Bank and ABN
AMRO Bank, N.V., as Co-Syndication Agents; and National Westminster Bank Plc, as
Documentation Agent. Terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Three-Year Credit Agreement.

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

                  (A)      [the amount to be borrowed(2)],
                  (B)      [the requested Borrowing Date],
                  (C)      [Interest rate basis(3)] and


--------

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

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

3/       Eurodollar Rate, ABR Rate or a combination thereof. If no election as
         to the Type of

                                                                  (continued...)


                                        1
<PAGE>   109
                  (D)      [length of the Interest Period for each Eurodollar
                           Loan requested herein(4)].


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

                                              Very truly yours,

                                              CHEVRON PHILLIPS CHEMICAL
                                              COMPANY [LLC][LP]


                                              By: ______________________________
                                                  Name:
                                                  Title:


--------

3/(continued...)

         borrowing is specified, the borrowing shall be an ABR borrowing.

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


                         2
<PAGE>   110
                                                                Exhibit G to the
                                                            Amended and Restated
                                                     Three-Year Credit Agreement


                          FORM OF EXEMPTION CERTIFICATE

         Reference is made to the Amended and Restated Three-Year Credit
Agreement, dated as of July 3, 2000 (as amended, supplemented or otherwise
modified from time to time, the "Three-Year Credit Agreement"), among Chevron
Phillips Chemical Company LP and Chevron Phillips Chemical Company LLC, each as
a Borrower; the several Lenders from time to time party thereto; Bank of
America, N.A., as Administrative Agent; The Chase Manhattan Bank and ABN AMRO
Bank, N.V., as Co-Syndication Agents; and National Westminster Bank Plc, as
Documentation Agent. Unless otherwise defined herein, terms defined in the
Three-Year Credit Agreement and used herein shall have the meanings given to
them in the Three-Year Credit Agreement. [Name of Non-U.S. Lender] (the
"Non-U.S. Lender") is providing this certificate pursuant to Section 2.16(b) of
the Three-Year Credit Agreement. The Non-U.S. Lender hereby represents and
warrants that:

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

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

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

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

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

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


                                        1
<PAGE>   111
         IN WITNESS WHEREOF, the undersigned has duly executed this certificate.

                                         [NAME OF NON-U.S. LENDER]


                                         By: __________________________________
                                             Name:
                                             Title:

                                         Date: ________________________________


                                       2
<PAGE>   112
                                                                Exhibit H to the
                                                            Amended and Restated
                                                     Three-Year Credit Agreement

                       FORM OF SAME DAY BORROWING REQUEST


Bank of America, N.A.,
   as Administrative Agent
901 Main Street, 14th Floor
Dallas, Texas 75202

Attention:  Ben Cosgrove
                                                               [Date(1)]

Dear Sirs and Madams:

         The undersigned, Chevron Phillips Chemical Company [LLC][LP] (the
"Requesting Borrower") refers to the Amended and Restated Three-Year Credit
Agreement dated as of July 3, 2000 (as it may be amended, restated, supplemented
or otherwise modified from time to time, the "Three-Year Credit Agreement"),
among Chevron Phillips Chemical Company LP and Chevron Phillips Chemical Company
LLC, each as a Borrower; the several Lenders from time to time party thereto;
Bank of America, N.A., as Administrative Agent; The Chase Manhattan Bank and ABN
AMRO Bank, N.V., as Co-Syndication Agents; and National Westminster Bank Plc, as
Documentation Agent. Terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Three-Year Credit Agreement. The
Requesting Borrower hereby gives you notice pursuant to Section 2.4 of the
Three-Year Credit Agreement that it requests a Same Day Loan under the
Three-Year Credit Agreement, and in that connection sets forth below the terms
on which such Same Day Loan is requested to be made:

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

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

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

--------
1/Not later than 2:00 P.M., New York City time, on the day of a proposed Same
Day Loan.

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

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


                                       1
<PAGE>   113
         Upon acceptance of any or all of the Loans made by the Same Day Lender
in response to this request, the Requesting Borrower shall be deemed to have
represented and warranted that the conditions specified in Section 4.2 of the
Credit Agreement have been satisfied.

                                          Very truly yours,

                                          CHEVRON PHILLIPS CHEMICAL
                                          COMPANY [LLC][LP]

                                          By: _________________________________
                                              Name:
                                              Title:


                         2
<PAGE>   114
                                                                Exhibit I to the
                                                            Amended and Restated
                                                     Three-Year Credit Agreement

                   FORM OF CONVERSION OR CONTINUATION REQUEST

Bank of America, N.A.,
   as Administrative Agent
901 Main Street, 14th Floor
Dallas, Texas 75202

Attention:  Ben Cosgrove
                                                               [Date]

Dear Sirs and Madams:

         The undersigned, Chevron Phillips Chemical Company [LLC][LP] (the
"Requesting Borrower") refers to the Amended and Restated Three-Year Credit
Agreement dated as of July 3, 2000 (as it may be amended, restated, supplemented
or otherwise modified from time to time, the "Three-Year Credit Agreement"),
among Chevron Phillips Chemical Company LP and Chevron Phillips Chemical Company
LLC, each as a Borrower; the several Lenders from time to time party thereto;
Bank of America, N.A., as Administrative Agent; The Chase Manhattan Bank and ABN
AMRO Bank, N.V., as Co-Syndication Agents; and National Westminster Bank Plc, as
Documentation Agent. Terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Three-Year Credit Agreement.

         Pursuant to Section 2.7 of the Three-Year Credit Agreement, this Notice
of Conversion/Continuation (the "Notice") represents the Requesting Borrower's
irrevocable election to [insert one or more of the following]:

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

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

                  3 Continue as Eurodollar Loans $_________ in aggregate
         principal amount of


--------
1/       Not later than three Business Days' prior irrevocable notice.

2/       Not later than 1:00 PM, New York City time, on a Business Day;
         provided, that any such conversion of Eurodollar Loans may only be made
         on the last day of an Interest Period with respect thereto.


                                       1
<PAGE>   115
         Eurodollar Loans with a current Interest Period ending _________,
         20__(3). The succeeding Interest Period is requested to be a _____
         month period.

                                        Very truly yours,

                                        CHEVRON PHILLIPS CHEMICAL
                                        COMPANY [LLC][LP]



                                        By: ___________________________________
                                            Name:
                                            Title:


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



                                        2