<PAGE>

                                                                    EXHIBIT 10.1

                            364-DAY CREDIT AGREEMENT

                                      among

                         DUKE ENERGY FIELD SERVICES, LLC
                                       and
                     DUKE ENERGY FIELD SERVICES CORPORATION
                                  as Borrowers,

                          THE LENDERS IDENTIFIED HEREIN

                                       AND

                              JPMORGAN CHASE BANK,
                             as Administrative Agent

                                SUNTRUST BANK and
                                 WACHOVIA BANK,
                            as Co-Syndication Agents

                                       AND

                               SCOTIA CAPITAL and
                         THE ROYAL BANK OF SCOTLAND PLC,
                           as Co-Documentation Agents

                           DATED AS OF MARCH 26, 2004

                                  Arranged by:

                          J.P. MORGAN SECURITIES INC.,
                   as Sole Lead Arranger and Sole Book Manager

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                   <C>
SECTION 1. DEFINITIONS AND ACCOUNTING TERMS......................................      1
    1.1     Definitions..........................................................      1
    1.2     Computation of Time Periods..........................................     13
    1.3     Accounting Terms.....................................................     13
    1.4     Time.................................................................     13

SECTION 2. LOANS.................................................................     13
    2.1     Revolving Committed Amount...........................................     13
    2.2     Letters of Credit....................................................     13
    2.3     Method of Borrowing for Loans........................................     18
    2.4     Funding of Loans.....................................................     19
    2.5     Continuations and Conversions........................................     19
    2.6     Minimum Amounts......................................................     20
    2.7     Reductions of Revolving Committed Amounts............................     20
    2.8     Notes................................................................     20
    2.9     Joint and Several Liability of the Borrowers.........................     20
    2.10    Limitation of Liability of Borrowers.................................     21
    2.11    Increases in Revolving Committed Amount..............................     23

SECTION 3. PAYMENTS..............................................................     24
    3.1     Interest.............................................................     24
    3.2     Prepayments..........................................................     24
    3.3     Payment of Loans in full at Maturity.................................     25
    3.4     Fees.................................................................     25
    3.5     Place and Manner of Payments.........................................     26
    3.6     Pro Rata Treatment...................................................     26
    3.7     Computations of Interest and Fees....................................     27
    3.8     Sharing of Payments..................................................     28
    3.9     Evidence of Debt.....................................................     28

SECTION 4. ADDITIONAL PROVISIONS.................................................     29
    4.1     Eurodollar Loan Provisions...........................................     29
    4.2     Capital Adequacy.....................................................     31
    4.3     Compensation.........................................................     32
    4.4     Taxes................................................................     32
    4.5     Replacement of Lenders...............................................     34

SECTION 5. CONDITIONS PRECEDENT..................................................     35
    5.1     Closing Conditions...................................................     35
    5.2     Conditions to Loans and Issuances of Letters of Credit...............     37

SECTION 6. REPRESENTATIONS AND WARRANTIES........................................     38
    6.1     Organization and Good Standing.......................................     38
    6.2     Due Authorization....................................................     38
</TABLE>

                                        i
<PAGE>

<TABLE>
<S>                                                                                   <C>
    6.3     No Conflicts.........................................................     39
    6.4     Consents.............................................................     39
    6.5     Enforceable Obligations..............................................     39
    6.6     Financial Condition..................................................     39
    6.7     Taxes................................................................     39
    6.8     Compliance with Law..................................................     40
    6.9     Use of Proceeds; Margin Stock........................................     40
    6.10    Government Regulation................................................     40
    6.11    Solvency.............................................................     40
    6.12    Environmental Matters................................................     40
    6.13    Subsidiaries.........................................................     40
    6.14    Litigation...........................................................     41

SECTION 7. AFFIRMATIVE COVENANTS.................................................     41
    7.1     Information Covenants................................................     41
    7.2     Preservation of Existence and Franchises.............................     43
    7.3     Books and Records....................................................     43
    7.4     Compliance with Law..................................................     43
    7.5     Payment of Taxes and Other Indebtedness..............................     44
    7.6     Maintenance of Property; Insurance...................................     44
    7.7     Use of Proceeds......................................................     44
    7.8     Audits/Inspections...................................................     44
    7.9     Maintenance of Ownership.............................................     45
    7.10    Debt to Capitalization Ratio.........................................     45
    7.11    Interest Coverage Ratio..............................................     45

SECTION 8. NEGATIVE COVENANTS....................................................     45
    8.1     Nature of Business...................................................     45
    8.2.    Liens................................................................     45
    8.3     Consolidation and Merger.............................................     47
    8.4     Sale or Lease of Assets..............................................     48
    8.5     Transactions with Affiliates.........................................     48
    8.6     Indebtedness.........................................................     48

SECTION 9. EVENTS OF DEFAULT.....................................................     48
    9.1     Events of Default....................................................     48
    9.2     Acceleration; Remedies...............................................     51
    9.3     Allocation of Payments After Event of Default........................     52

SECTION 10. AGENCY PROVISIONS....................................................     53
    10.1    Appointment..........................................................     53
    10.2    Delegation of Duties.................................................     53
    10.3    Exculpatory Provisions...............................................     53
    10.4    Reliance on Communications...........................................     54
    10.5    Notice of Default....................................................     54
    10.6    Non-Reliance on Agent and Other Lenders..............................     54
    10.7    Indemnification......................................................     55
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                   <C>
    10.8    Agent in Its Individual Capacity.....................................     55
    10.9    Successor Agent......................................................     56

SECTION 11. MISCELLANEOUS........................................................     56
    11.1    Notices..............................................................     56
    11.2    Right of Set-Off.....................................................     56
    11.3    Benefit of Agreement.................................................     57
    11.4    No Waiver; Remedies Cumulative.......................................     59
    11.5    Payment of Expenses, etc.............................................     59
    11.6    Amendments, Waivers and Consents.....................................     60
    11.7    Counterparts/Telecopy................................................     61
    11.8    Headings.............................................................     61
    11.9    Defaulting Lender....................................................     61
    11.10   Survival of Indemnification and Representations and Warranties.......     61
    11.11   Governing Law; Venue.................................................     61
    11.12   Waiver of Jury Trial; Waiver of Consequential Damages................     62
    11.13   Severability.........................................................     62
    11.14   Further Assurances...................................................     62
    11.15   Entirety.............................................................     63
    11.16   Binding Effect; Continuing Agreement.................................     63
    11.17   Confidentiality; USA PATRIOT Act.....................................     63
</TABLE>

SCHEDULES

Schedule 1.1         Commitment Percentages
Schedule 6.13        Material Subsidiaries
Schedule 8.2         Liens
Schedule 11.1        Notices

EXHIBITS

Exhibit 2.3          Form of Notice of Borrowing
Exhibit 2.5          Form of Notice of Continuation/Conversion
Exhibit 2.8          Form of Note
Exhibit 2.11         Commitment Acceptance
Exhibit 7.1(c)       Form of Officer's Certificate
Exhibit 11.3(b)      Form of Assignment Agreement

                                       iii
<PAGE>

                            364-DAY CREDIT AGREEMENT

      THIS 364-DAY CREDIT AGREEMENT (this "Credit Agreement"), dated as of March
26, 2004, is entered into among DUKE ENERGY FIELD SERVICES, LLC, a Delaware
limited liability company and DUKE ENERGY FIELD SERVICES CORPORATION, a Delaware
corporation (individually, a "Borrower" and collectively, the "Borrowers"), the
Lenders (as defined herein) and JPMORGAN CHASE BANK, as administrative agent for
the Lenders (in such capacity, the "Agent").

                                    RECITALS

      WHEREAS, the Borrowers have requested that the Lenders make available to
them a revolving credit facility in the aggregate amount of $250 million for the
purposes set forth herein; and

      WHEREAS, the Lenders have agreed to provide the requested revolving credit
facility to the Borrowers on the terms, and subject to the conditions, set forth
herein.

      NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

                                   SECTION 1.

                        DEFINITIONS AND ACCOUNTING TERMS

      1.1   DEFINITIONS.

      As used herein, the following terms shall have the meanings herein
specified unless the context otherwise requires. Defined terms herein shall
include in the singular number the plural and in the plural the singular:

            "Adjusted Eurodollar Rate" means the Eurodollar Rate plus, as
      applicable, (a) the Applicable Margin for Eurodollar Loans on and before
      the Maturity Date or (b) the Applicable Margin for Eurodollar Loans
      subsequent to the Maturity Date.

            "Affiliate" means, with respect to any Person, any other Person
      directly or indirectly controlling, controlled by or under direct or
      indirect common control with such Person and, with respect to the
      Borrowers, shall include ConocoPhillips and its Affiliates. A Person shall
      be deemed to control a corporation if such Person possesses, directly or
      indirectly, the power to direct or cause direction of the management and
      policies of such corporation, whether through the ownership of voting
      securities, by contract or otherwise.

            "Agency Services Address" means JPMorgan Chase Bank, 1111 Fannin -
      10th Fl., Houston, Texas 77002, or such other address as may be identified
      by written notice from the Agent to the Borrowers and the Lenders.

<PAGE>

            "Agent" means JPMorgan Chase Bank and any successors and assigns in
      such capacity.

            "Applicable Margin" means, at any time, the rate per annum set forth
      in the table below opposite the Debt Rating of the Borrowers:

<TABLE>
<CAPTION>
                                                                   Applicable Margin     Applicable Margin
                                                                  for Base Rate Loans      for Eurodollar
                       Borrowers'        Applicable Margin for     on and before the    Loans on and before
Pricing Level         Debt Rating           Commitment Fees          Maturity Date       the Maturity Date
-------------         -----------        ---------------------    -------------------   -------------------
<S>                   <C>                <C>                      <C>                   <C>
      I               > or = A-/A3               .100%                      0%                   .75%
     II                 BBB+/Baa1                .125%                      0%                  .875%
     III                BBB/Baa2                 .150%                   .125%                 1.125%
     IV                 BBB-/Baa3                .200%                   .375%                 1.375%
      V               < or = BB+/Ba1             .300%                   .750%                 1.750%
</TABLE>

            The Applicable Margin for Base Rate Loans or Eurodollar Loans
      subsequent to Maturity Date is the otherwise applicable rate per annum in
      the table above plus 1.0% per annum.

            Notwithstanding the above, if at any time there is a split in Debt
      Ratings between S&P and Moody's, the higher Debt Rating (i.e. the lower
      pricing) will apply.

            The Applicable Margin for Eurodollar Loans and the Commitment Fees
      shall, in each case, be determined and adjusted on the date (each a
      "Calculation Date") on which there is a change in the Borrowers' Debt
      Rating. Each determination of the Applicable Margin shall be effective
      from one Calculation Date until the next Calculation Date. Any adjustment
      in the Applicable Margin shall be applicable to all existing Eurodollar
      Loans and Letters of Credit as well as any new Eurodollar Loans made or
      Letters of Credit issued.

            The Borrowers shall promptly deliver to the Agent, at the address
      set forth on Schedule 11.1 and at the Agency Services Address, information
      regarding any change in the Borrowers' Debt Rating that would change the
      existing Pricing Level pursuant to the preceding paragraph.

            "Approved Officer" means the president, a vice president, the
      treasurer or the assistant treasurer of the Borrowers or such other
      representative of the Borrowers as may be designated by any one of the
      foregoing with consent of the Agent.

            "Bankruptcy Code" means the Bankruptcy Code in Title 11 of the
      United States Code, as amended, modified, succeeded or replaced from time
      to time.

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

                                       2
<PAGE>

            "Base Rate Loan" means a Loan which bears interest based on the Base
      Rate.

            "Borrowers" means, subject to Section 2.10, Duke Energy Field
      Services, LLC, a Delaware limited liability company, and Duke Energy Field
      Services Corporation, a Delaware corporation, and "Borrower" means either
      of them.

            "Borrowers Obligations" means, without duplication, all of the
      obligations of the Borrowers to the Lenders and the Agent, whenever
      arising, under this Credit Agreement, the Notes, the LOC Documents or any
      of the other Credit Documents.

            "Business Day" means any day other than a Saturday, a Sunday, a
      legal holiday or a day on which banking institutions are authorized or
      required by law or other governmental action to close in New York, New
      York; provided that in the case of Eurodollar Loans, such day is also a
      day on which dealings between banks are carried on in U.S. dollar deposits
      in the London interbank market.

            "Businesses" has the meaning set forth in Section 6.12.

            "Capital Stock" means (a) in the case of a corporation, all classes
      of capital stock of such corporation, (b) in the case of a partnership,
      partnership interests (whether general or limited), (c) in the case of a
      limited liability company, membership interests and (d) any other interest
      or participation that confers on a Person the right to receive a share of
      the profits and losses of, or distributions of assets of, the issuing
      Person.

            "Change of Control" means that, as of any date, any "person" or
      "group" (within the meaning of section 13(d) or 14(d) of the Exchange Act)
      other than Duke Energy Corporation or ConocoPhillips, or their respective
      Subsidiaries, has become, directly or indirectly, the "beneficial owner"
      (as defined in Rules 13d-3 and 13d-5 of the Exchange Act), by way of
      merger, consolidation or otherwise, of 30% or more of the Voting Stock of
      a Borrower on a fully-diluted basis, after giving effect to the conversion
      and exercise of all outstanding warrants, options and other securities of
      a Borrower convertible into or exercisable for Voting Stock of a Borrower
      (whether or not such securities are then currently convertible or
      exercisable).

            "Closing Date" means the date hereof.

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

            "Commitment" means the commitment of each Lender with respect to the
      Revolving Committed Amount and "Commitments" means, collectively, all such
      commitments of the Lenders.

            "Commitment Fees" has the meaning specified in Section 3.4(a).

            "Commitment Percentage" means, for each Lender, the percentage
      identified as its Commitment Percentage opposite such Lender's name on
      Schedule 1.1, as such percentage

                                       3
<PAGE>

      may be modified by assignment or increase in commitments in accordance
      with the terms of this Credit Agreement.

            "Consolidated Capitalization" means, without duplication, the sum of
      (a) all of the shareholders' equity or net worth of the Borrowers and
      their Subsidiaries on a consolidated basis in accordance with GAAP
      (including preferred stock and preferred member interests, but excluding,
      if applicable, equity or net worth of TEPPCO Partners, L.P.) plus (b) the
      aggregate outstanding amount of all Equity Preferred Securities plus (c)
      Consolidated Indebtedness.

            "Consolidated EBITDA" means, for any period, an amount equal to
      Consolidated Net Income for such period plus, to the extent deducted in
      determining Consolidated Net Income for such period, the aggregate amount
      of (i) taxes based on or measured by income, (ii) Interest Expense, (iii)
      depreciation and amortization expense, (iv) non-cash losses resulting from
      asset or goodwill impairment and (v) non-cash losses resulting from asset
      sales.

            "Consolidated Indebtedness" means, without duplication, all
      Indebtedness of the Borrowers and their Subsidiaries on a consolidated
      basis, other than (a) the aggregate amount of uncollected accounts
      receivable of such Person subject at such time to a sale of receivables
      (or similar transaction) which is not set forth on the balance sheet of
      the Borrowers or their Subsidiaries, to the extent less than 25% of the
      total Indebtedness of the Borrowers and their Subsidiaries, (b)
      Indebtedness, if applicable, of TEPPCO Partners, L.P. and (c) the
      aggregate outstanding amount of all Equity Preferred Securities.

            "Consolidated Interest Coverage Ratio" means the ratio of (i)
      Consolidated EBITDA for each period of four consecutive fiscal quarters,
      commencing with the four quarters ending March 31, 2004, to (ii) Interest
      Expense for such period.

            "Consolidated Net Income" means, for any period, the net income of
      the Borrowers and their Subsidiaries for such period determined on a
      consolidated basis in accordance with GAAP; provided that Consolidated Net
      Income shall not include (i) extraordinary gains or extraordinary losses
      and (ii) the cumulative effect of a change in accounting principles, all
      as reported in the Borrowers' consolidated statement(s) of income for the
      relevant period(s) prepared in accordance with GAAP.

            "Corporate Conversion" means (a) the conversion of Duke Energy Field
      Services, LLC from a limited liability company to a "C" corporation or (b)
      the merger of Duke Energy Field Services LLC with and into Duke Energy
      Field Services Corporation.

            "Credit Documents" means this Credit Agreement, the Notes, the LOC
      Documents, any Notice of Borrowing, any Notice of Continuation/Conversion
      and all other related agreements and documents issued or delivered
      hereunder or thereunder or pursuant hereto or thereto.

            "Credit Exposure" means, as applied to each Lender (a) at any time
      prior to the termination of the Commitments, the Commitment Percentage of
      such Lender multiplied by

                                       4
<PAGE>

      the Revolving Committed Amount and (b) at any time after the termination
      of the Commitments, the sum of (i) the principal balance of the
      outstanding Loans of such Lender plus (ii) such Lender's Participation
      Interest in the face amount of outstanding Letters of Credit.

            "Debt Rating" means the long-term senior unsecured, non-credit
      enhanced debt rating of the Borrowers by S&P and Moody's.

            "Debt to Capitalization Ratio" means, the ratio of (a) Consolidated
      Indebtedness to (b) Consolidated Capitalization.

            "Default" means any event, act or condition which with notice or
      lapse of time, or both, would constitute an Event of Default.

            "Defaulting Lender" means, at any time, any Lender that, at such
      time (a) has failed to make a Loan required pursuant to the term of this
      Credit Agreement, (b) has failed to pay to the Agent or any Lender an
      amount owed by such Lender pursuant to the terms of this Credit Agreement
      or (c) has been deemed insolvent by a court of competent jurisdiction or
      has become subject to a bankruptcy or insolvency proceeding or to a
      receiver, trustee or similar official.

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

            "Effective Date" means the date on which the conditions set forth in
      Section 5.1 shall have been fulfilled (or waived in the sole discretion of
      the Lenders).

            "Eligible Assignee" means (a) any Lender approved by the Borrowers
      and the Issuing Lender and (b) any other Person approved by the Borrowers,
      the Issuing Lender and the Agent (in each case, which approval by the
      Borrowers and the Agent shall not be unreasonably withheld or delayed);
      provided that (A) the Borrowers' consent is not required during the
      existence and continuation of an Event of Default and (B) neither a
      Borrower nor an Affiliate of a Borrower shall qualify as an Eligible
      Assignee.

            "Equity Preferred Securities" means any securities, however
      denominated, (i) issued by the Borrowers or their Subsidiaries, (ii) that
      are not subject to mandatory redemption or the underlying securities, if
      any, of which are not subject to mandatory redemption, (iii) that are
      perpetual or that mature no earlier than 20 years from the date of
      issuance and no earlier than one year from the Maturity Date, (iv) the
      indebtedness issued in connection with which, including any guaranty, is
      subordinated in right of payment to the unsecured and unsubordinated
      indebtedness of the issuer of such indebtedness or guaranty and (v) the
      terms of which permit the deferral of interest or distributions thereon to
      a date occurring after the first anniversary of the Maturity Date.

            "Environmental Laws" means any legal requirement of any Governmental
      Authority pertaining to (a) the protection of health, safety, and the
      indoor or outdoor environment, (b) the conservation, management, or use of
      natural resources and wildlife, (c) the protection or use of surface water
      and groundwater or (d) the management, manufacture, possession,

                                       5
<PAGE>

      presence, use, generation, transportation, treatment, storage, disposal,
      release, threatened release, abatement, removal, remediation or handling
      of, or exposure to, any hazardous or toxic substance or material or (e)
      pollution (including any release to land surface water and groundwater)
      and includes, without limitation, the Comprehensive Environmental
      Response, Compensation, and Liability Act of 1980, as amended by the
      Superfund Amendments and Reauthorization Act of 1986, 42 USC 9601 et seq.,
      Solid Waste Disposal Act, as amended by the Resource Conservation and
      Recovery Act of 1976 and Hazardous and Solid Waste Amendment of 1984, 42
      USC 6901 et seq., Federal Water Pollution Control Act, as amended by the
      Clean Water Act of 1977, 33 USC 1251 et seq., Clean Air Act, as amended,
      42 USC 7401 et seq., Toxic Substances Control Act of 1976, 15 USC 2601 et
      seq., Hazardous Materials Transportation Act, 49 USC App. 1801 et seq.,
      Occupational Safety and Health Act of 1970, as amended, 29 USC 651 et
      seq., Oil Pollution Act of 1990, 33 USC 2701 et seq., Emergency Planning
      and Community Right-to-Know Act of 1986, 42 USC 11001 et seq., National
      Environmental Policy Act of 1969, 42 USC 4321 et seq., Safe Drinking Water
      Act of 1974, as amended, 42 USC 300(f) et seq., any analogous implementing
      or successor law, and any amendment, rule, regulation, order, or directive
      issued thereunder.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
      as amended, and any successor statute thereto, as interpreted by the rules
      and regulations thereunder, all as the same may be in effect from time to
      time. References to sections of ERISA shall be construed also to refer to
      any successor sections.

            "ERISA Affiliate" means an entity, whether or not incorporated,
      which is under common control with a Borrower or any of its Subsidiaries
      within the meaning of Section 4001(a)(14) of ERISA, or is a member of a
      group which includes a Borrower or any of its Subsidiaries and which is
      treated as a single employer under Sections 414(b), (c), (m), or (o) of
      the Code.

            "Eurodollar Loan" means a Loan bearing interest at the Adjusted
      Eurodollar Rate.

            "Eurodollar Rate" means with respect to any Eurodollar Loan, for the
      Interest Period applicable thereto, a rate per annum equal to the London
      Interbank Offered Rate.

            "Eurodollar Reserve Percentage" means, for any day, that percentage
      (expressed as a decimal) which is in effect from time to time under
      Regulation D as the maximum reserve requirement (including, without
      limitation, any basic, supplemental, emergency, special, or marginal
      reserves) applicable with respect to Eurocurrency liabilities, as that
      term is defined in Regulation D (or against any other category of
      liabilities that includes deposits by reference to which the interest rate
      of Eurodollar Loans is determined).

            "Event of Default" has the meaning specified in Section 9.1.

            "Exchange Act" means the Securities Exchange Act of 1934, as
      amended, and the rules and regulations promulgated thereunder, as amended,
      modified, succeeded or replaced from time to time.

                                       6
<PAGE>

            "Existing Credit Facility" means the credit facility evidenced by
      that certain 364-Day Credit Agreement, dated as of March 28, 2003, among
      the Borrowers, the lenders party thereto and JPMorgan Chase Bank, as
      administrative agent, and all documents and instruments entered into in
      connection therewith.

            "Extension of Credit" means, as to any Lender, the making of a Loan
      by such Lender (or a participation therein by a Lender) or the issuance
      of, or participation in, a Letter of Credit by such Lender.

            "Fee Letter" means that certain letter agreement, dated as of
      February 10, 2004, between the Agent and the Borrowers, as amended,
      modified, supplemented or replaced from time to time.

            "Federal Funds Rate" means for any day the rate per annum (rounded
      upward to the nearest 1/100th of 1%) equal to the weighted average of the
      rates on overnight Federal funds transactions with members of the Federal
      Reserve System arranged by Federal funds brokers on such day, as published
      by the Federal Reserve Bank of New York on the Business Day next
      succeeding such day; provided that (a) if such day is not a Business Day,
      the Federal Funds Rate for such day shall be such rate on such
      transactions on the next preceding Business Day and (b) if no such rate is
      so published on such next succeeding Business Day, the Federal Funds Rate
      for such day shall be the average rate quoted to the Agent on such day on
      such transactions as determined by the Agent.

            "GAAP" means generally accepted accounting principles in the United
      States applied on a consistent basis and subject to Section 1.3.

            "Government Acts" has the meaning specified in Section 2.2(k).

            "Governmental Authority" means any Federal, state, local or foreign
      court, monetary authority or governmental agency, authority,
      instrumentality or regulatory body.

            "Indebtedness" of any Person means, without duplication, (a) all
      obligations of such Person for borrowed money, (b) all obligations of such
      Person for the deferred purchase price of property or services purchased,
      (c) all obligations of such Person created or arising under any
      conditional sale or other title retention agreement with respect to the
      property acquired, (d) all obligations of such Person under lease
      obligations which shall have been, or should be, in accordance with GAAP,
      recorded as capital leases in respect of which such Person is liable as
      lessee, (e) the face amount of all letter of credit indebtedness available
      to be drawn (other than letter of credit obligations relating to
      indebtedness included in Indebtedness pursuant to another clause of this
      definition) and, without duplication, the unreimbursed amount of all
      drafts drawn thereunder, (f) obligations secured by a Lien on property or
      assets of such Person, whether or not assumed (but in any event not
      exceeding the fair market value of the property or asset), (g) all
      guarantees of Indebtedness referred to in clauses (a) through (f) above,
      (h) all amounts payable by such Person in connection with mandatory
      redemptions or repurchases of preferred stock, (i) any obligations of such
      Person (in the nature of principal or interest) in respect of acceptances
      or similar obligations issued

                                       7
<PAGE>

      or created for the account of such Person and (j) all Off Balance Sheet
      Indebtedness of such Person.

            "Interest Expense" means interest expense as would appear on a
      consolidated statement of income of the Borrowers and their Subsidiaries
      prepared in accordance with GAAP.

            "Interest Payment Date" means (a) as to Base Rate Loans, the first
      day of each fiscal quarter of the Borrowers, the Maturity Date and the
      Term Out Maturity Date, if applicable, and (b) as to Eurodollar Loans, the
      last day of each applicable Interest Period, the Maturity Date and the
      Term Out Maturity Date, if applicable, and, in addition, where the
      applicable Interest Period for a Eurodollar Loan is greater than three
      months, then also on the last day of each three-month period during such
      Interest Period. If an Interest Payment Date falls on a date which is not
      a Business Day, such Interest Payment Date shall be deemed to be the next
      succeeding Business Day, except that in the case of Eurodollar Loans where
      the next succeeding Business Day falls in the next succeeding calendar
      month, then on the next preceding Business Day.

            "Interest Period" means, with respect to Eurodollar Loans, a period
      of one, two, three or six months' duration, as the Borrowers may elect,
      commencing, in each case, on the date of the borrowing (including
      continuations and conversions of Eurodollar Loans); provided, however, (a)
      if any Interest Period would end on a day which is not a Business Day,
      such Interest Period shall be extended to the next succeeding Business Day
      (except that where the next succeeding Business Day falls in the next
      succeeding calendar month, then on the next preceding Business Day), (b)
      no Interest Period shall extend beyond the Maturity Date (or, if the
      Borrowers choose to term out the then existing Loans pursuant to Section
      3.3(b), the Term Out Maturity Date) and (c) where an Interest Period
      begins on a day for which there is no numerically corresponding day in the
      calendar month in which the Interest Period is to end, such Interest
      Period shall end on the last Business Day of such calendar month.

            "Issuing Lender" means JPMorgan Chase Bank.

            "Issuing Lender Fees" has the meaning set forth in Section
      3.4(c)(ii).

            "Letter of Credit" means a Letter of Credit issued for the account
      of the Borrowers or one of their Subsidiaries by the Issuing Lender
      pursuant to Section 2.2, as such Letter of Credit may be amended,
      modified, extended, renewed or replaced.

            "Letter of Credit Fees" shall have the meaning assigned to such term
      in Section 3.4(b)(i).

            "Lender" means any Person identified as a Lender on the signature
      pages hereto and any Eligible Assignee which may become a Lender by way of
      assignment in accordance with the terms hereof, and any financial
      institution which becomes a Lender pursuant to Section 2.11, together with
      their successors or permitted assigns.

                                       8
<PAGE>

            "Lien" means any mortgage, pledge, hypothecation, assignment,
      deposit arrangement, security interest, encumbrance, lien (statutory or
      otherwise), preference, priority or charge of any kind (including any
      agreement to give any of the foregoing, any conditional sale or other
      title retention agreement, any financing or similar statement or notice
      filed under the Uniform Commercial Code as adopted and in effect in the
      relevant jurisdiction or other similar recording or notice statute, and
      any lease in the nature thereof).

            "Loans" means the loans made by the Lenders to the Borrowers
      pursuant to Section 2.1 (or extended pursuant to Section 3.3(b)).

            "LOC Documents" means, with respect to any Letter of Credit, such
      Letter of Credit, any amendments thereto, any documents delivered in
      connection therewith, any application therefor, and any agreements,
      instruments, guarantees or other documents (whether general in application
      or applicable only to such Letter of Credit) governing or providing for
      (a) the rights and obligations of the parties concerned or at risk or (b)
      any collateral security for such obligations.

            "LOC Obligations" means, at any time, the sum of (a) the maximum
      amount which is then available to be drawn under Letters of Credit then
      outstanding, assuming compliance with all requirements for drawings
      referred to in such Letters of Credit plus (b) the aggregate amount of all
      drawings under Letters of Credit honored by the Issuing Lender but not
      theretofore reimbursed.

            "London Interbank Offered Rate" means, with respect to any
      Eurodollar Loan for the Interest Period applicable thereto, the rate of
      interest per annum appearing on Telerate Page 3750 (or any successor page)
      as the London interbank offered rate for deposits in Dollars at
      approximately 11:00 A.M. (London time) two Business Days prior to the
      first day of such Interest Period for a term comparable to such Interest
      Period; provided, however, if more than one rate is specified on Telerate
      Page 3750, the applicable rate shall be the arithmetic mean of all such
      rates. If, for any reason, such rate is not available, the term "London
      Interbank Offered Rate" shall mean, with respect to any Eurodollar Loan
      for the Interest Period applicable thereto, the rate of interest per annum
      appearing on such other service as may be nominated by the British
      Bankers' Association as the London interbank offered rate for deposits in
      Dollars at approximately 11:00 A.M. (London time) two Business Days prior
      to the first day of such Interest Period for a term comparable to such
      Interest Period; provided, however, if more than one rate is specified,
      the applicable rate shall be the arithmetic mean of all such rates.

            "Mandatory Borrowing" has the meaning specified in Section 2.2(e).

            "Material Adverse Effect" means a material adverse effect on the
      business, financial positions or results of operations of the Borrowers
      and their Subsidiaries taken as a whole.

            "Material Subsidiary" means any Subsidiary of the Borrowers that,
      together with its Subsidiaries, owns in excess of 10% of the consolidated
      assets of the Borrowers and their Subsidiaries.

                                       9
<PAGE>

            "Maturity Date" means March 25, 2005.

            "Merger" means the following transaction: (a) the merger of Phillips
      Gas Company Shareholder, Inc., a Subsidiary of ConocoPhillips and the
      parent of Phillips Gas Company, with and into Duke Energy Field Services
      Corporation and (b) the subsequent merger of Phillips Gas Company with and
      into Duke Energy Field Services Corporation.

            "Multiemployer Plan" means a Plan covered by Title IV of ERISA which
      is a multiemployer plan as defined in Section 3(37) or 4001(a)(3) of
      ERISA.

            "Multiple Employer Plan" means a Plan covered by Title IV of ERISA,
      other than a Multiemployer Plan, which a Borrower or any ERISA Affiliate
      and at least one employer other than a Borrower or any ERISA Affiliate are
      contributing sponsors.

            "Non-Excluded Taxes" has the meaning specified in Section 4.4(a).

            "Notes" means the promissory notes of the Borrowers in favor of each
      of the Lenders evidencing the Loans provided pursuant to Section 2.1,
      individually or collectively, as appropriate, as such notes may be amended
      or modified from time to time and substantially in the form of Exhibit
      2.8.

            "Notice of Borrowing" means a request by the Borrowers for a Loan in
      the form of Exhibit 2.3.

            "Notice of Continuation/Conversion" means a request by the Borrowers
      for the continuation or conversion of a Loan in the form of Exhibit 2.5.

            "Off Balance Sheet Indebtedness" means any obligation of a Person
      that would be considered indebtedness for tax purposes but is not set
      forth on the balance sheet of such Person, including, but not limited to,
      (a) any synthetic lease, tax retention operating lease, off balance sheet
      loan or similar off-balance sheet financing product of such Person, (b)
      the aggregate amount of uncollected accounts receivables of such Person
      subject at such time to a sale of receivables (or similar transaction) and
      (c) obligations of any partnership or joint venture that is recourse to
      such Person.

            "Participation Interest" means the Extension of Credit by a Lender
      by way of a purchase of a participation in Letters of Credit or LOC
      Obligations as provided in Section 2.2 or in any Loans as provided in
      Section 3.8.

            "Payment Date" has the meaning set forth in Section 2.2(d).

            "PBGC" means the Pension Benefit Guaranty Corporation established
      pursuant to Subtitle A of Title IV of ERISA and any successor thereto.

            "Person" means any individual, partnership, joint venture, firm,
      corporation, association, trust, limited liability company or other
      enterprise (whether or not

                                       10
<PAGE>

      incorporated), or any government or political subdivision or any agency,
      department or instrumentality thereof.

            "Plan" means any employee pension benefit plan (as defined in
      Section 3(2) of ERISA) which is covered by ERISA and with respect to which
      a Borrower or any ERISA Affiliate is (or, if such plan were terminated at
      such time, would under Section 4069 of ERISA be deemed to be) an
      "employer" within the meaning of Section 3(5) of ERISA.

            "Prime Rate" means the per annum rate of interest established from
      time to time by the Agent at its principal office in New York City, New
      York as its Prime Rate. Any change in the interest rate resulting from a
      change in the Prime Rate shall become effective as of 12:01 a.m. of the
      Business Day on which each change in the Prime Rate is announced by the
      Agent. The Prime Rate is a reference rate used by the Agent in determining
      interest rates on certain loans and is not intended to be the lowest rate
      of interest charged on any extension of credit to any debtor.

            "Properties" has the meaning set forth in Section 6.12.

            "Register" has the meaning set forth in Section 11.3(c).

            "Regulation A, D, T, U, or X" means Regulation A, D, T, U or X,
      respectively, of the Board of Governors of the Federal Reserve System as
      from time to time in effect and any successor to all or a portion thereof.

            "Reportable Event" means a "reportable event" as defined in Section
      4043 of ERISA with respect to which the notice requirements to the PBGC
      have not been waived.

            "Required Lenders" means Lenders whose aggregate Credit Exposure (as
      hereinafter defined) constitutes more than 50% of the aggregate Credit
      Exposure of all Lenders at such time; provided, however, that if any
      Lender shall be a Defaulting Lender at such time then there shall be
      excluded from the determination of Required Lenders the aggregate
      principal amount of Credit Exposure of such Lender at such time.

            "Responsible Officer" means the president, chief financial officer
      or treasurer of either Borrower.

            "Revolving Committed Amount" means TWO HUNDRED FIFTY MILLION Dollars
      ($250,000,000) as such amount may be reduced in accordance with Section
      2.7 or increased in accordance with Section 2.11.

            "Single Employer Plan" means any Plan which is covered by Title IV
      of ERISA, but which is not a Multiemployer Plan or a Multiple Employer
      Plan.

            "Solvent" means, with respect to any Person as of a particular date,
      that on such date (a) such Person is able to pay its debts and other
      liabilities, contingent obligations and other commitments as they mature
      in the normal course of business, (b) such Person does not intend to, and
      does not believe that it will, incur debts or liabilities beyond such
      Person's

                                       11
<PAGE>

      ability to pay as such debts and liabilities mature in their ordinary
      course, (c) such Person is not engaged in a business or a transaction, and
      is not about to engage in a business or a transaction, for which such
      Person's assets would constitute unreasonably small capital after giving
      due consideration to the prevailing practice in the industry in which such
      Person is engaged or is to engage, (d) the fair value of the assets of
      such Person is greater than the total amount of liabilities, including,
      without limitation, contingent liabilities, of such Person and (e) the
      present fair saleable value of the assets of such Person is not less than
      the amount that will be required to pay the probable liability of such
      Person on its debts as they become absolute and matured. In computing the
      amount of contingent liabilities at any time, it is intended that such
      liabilities will be computed as the amount which, in light of all the
      facts and circumstances existing at such time, represents the amount that
      can reasonably be expected to become an actual or matured liability.

            "Subsidiary" means, as to any Person, (a) any corporation more than
      50% of whose stock of any class or classes having by the terms thereof
      ordinary voting power to elect a majority of the directors of such
      corporation (irrespective of whether or not at the time, any class or
      classes of such corporation shall have or might have voting power by
      reason of the happening of any contingency) is at the time owned by such
      Person directly or indirectly through Subsidiaries and (b) any
      partnership, association, joint venture, limited liability company or
      other entity in which such person directly or indirectly through
      Subsidiaries has more than 50% equity interest at any time.

            "Termination Event" means (a) with respect to any Single Employer
      Plan, the occurrence of a Reportable Event or the substantial cessation of
      operations (within the meaning of Section 4062(e) of ERISA), (b) the
      withdrawal of a Borrower or any ERISA Affiliate from a Multiple Employer
      Plan during a plan year in which it was a substantial employer (as such
      term is defined in Section 4001(a)(2) of ERISA), or the termination of a
      Multiple Employer Plan, (c) the distribution of a notice of intent to
      terminate or the actual termination of a Plan pursuant to Section
      4041(a)(2) or 4041A of ERISA, (d) the institution of proceedings to
      terminate or the actual termination of a Plan by the PBGC under Section
      4042 of ERISA, (e) any event or condition which might reasonably
      constitute grounds under Section 4042 of ERISA for the termination of, or
      the appointment of a trustee to administer, any Plan, or (f) the complete
      or partial withdrawal of a Borrower or any ERISA Affiliate from a
      Multiemployer Plan.

            "Term Out Maturity Date" has the meaning set forth in Section
      3.3(b).

            "Unused Commitment" means, for any period from the Closing Date to
      the Maturity Date, the amount by which (a) the Revolving Committed Amount
      exceeds (b) the daily average sum for such period of the outstanding
      principal amount of all Loans plus the aggregate amount of outstanding LOC
      Obligations.

            "Voting Stock" means all classes of the Capital Stock (or other
      voting interests) of such Person then outstanding and normally entitled to
      vote in the election of directors or other governing body of such Person.

                                       12
<PAGE>

      1.2   COMPUTATION OF TIME PERIODS.

      For purposes of computation of periods of time hereunder, the word "from"
means "from and including" and the words "to" and "until" each mean "to but
excluding." References in this Credit Agreement to "Articles", "Sections",
"Schedules" or "Exhibits" shall be to Articles, Sections, Schedules or Exhibits
of or to this Credit Agreement unless otherwise specifically provided.

      1.3   ACCOUNTING TERMS.

      Except as otherwise expressly provided herein, all accounting terms used
herein shall be interpreted, and all financial statements and certificates and
reports as to financial matters required to be delivered to the Lenders
hereunder shall be prepared, in accordance with GAAP applied on a consistent
basis.

      1.4   TIME.

      All references to time herein shall be references to Eastern Standard Time
or Eastern Daylight time, as the case may be, unless specified otherwise.

                                   SECTION 2.

                                      LOANS

      2.1   REVOLVING COMMITTED AMOUNT.

      Subject to the terms and conditions set forth herein, each Lender
severally agrees to make revolving loans to the Borrowers in Dollars, at any
time and from time to time, during the period from the Effective Date to the
Maturity Date (each a "Loan" and collectively the "Loans"); provided, however,
that (a) the sum of the aggregate amount of Loans outstanding plus the aggregate
amount of LOC Obligations outstanding shall not exceed the Revolving Committed
Amount and (b) with respect to each individual Lender, such Lender's pro rata
share of outstanding Loans plus such Lender's pro rata share of outstanding LOC
Obligations shall not exceed such Lender's Commitment Percentage of the
Revolving Committed Amount. Subject to the terms of this Credit Agreement, the
Borrowers may borrow, repay and reborrow Loans. Unless earlier terminated
pursuant to other provisions of this Credit Agreement, the Commitments hereunder
shall terminate on the Maturity Date.

      2.2   LETTERS OF CREDIT.

            (a)   Issuance; Terms. Subject to the terms and conditions hereof
      and of the LOC Documents, if any, and any other terms and conditions which
      the Issuing Lender may reasonably require (so long as such terms and
      conditions do not impose any financial obligation on or require any Lien
      (not otherwise contemplated by this Credit Agreement) to be given by a
      Borrower or conflict with any obligation of, or detract from any action
      which may be taken by the Borrowers or their Subsidiaries under this
      Credit Agreement), the Issuing Lender shall from time to time upon request
      issue, in Dollars, and the Lenders shall

                                       13
<PAGE>

      participate in, letters of credit (the "Letters of Credit") for the
      account of a Borrower or any of its Subsidiaries, from the Effective Date
      until the Maturity Date, in a form reasonably acceptable to the Issuing
      Lender; provided, however, that (i) the sum of the aggregate amount of LOC
      Obligations outstanding plus Loans outstanding shall not exceed the
      Revolving Committed Amount and (ii) with respect to each individual
      Lender, the Lender's pro rata share of outstanding Loans plus its pro rata
      share of outstanding LOC Obligations shall not exceed such Lender's
      Commitment Percentage of the Revolving Committed Amount. The issuance and
      expiry date of each Letter of Credit shall be a Business Day. No Letter of
      Credit shall have an expiry date extending beyond the date that is 5
      Business Days before the Term Out Maturity Date. Each Letter of Credit
      shall be either (x) a standby letter of credit issued to support the
      obligations (including pension or insurance obligations), contingent or
      otherwise, of a Borrower, or (y) a commercial letter of credit in respect
      of the purchase of goods or services by a Borrower in the ordinary course
      of business. Each Letter of Credit shall comply with the related LOC
      Documents.

            (b)   Notice and Reports. The request for the issuance of a Letter
      of Credit shall be submitted to the Issuing Lender at least two Business
      Days prior to the requested date of issuance. The Issuing Lender will, at
      least quarterly and more frequently upon request, provide to the Lenders a
      detailed report specifying the Letters of Credit which are then issued and
      outstanding and any activity with respect thereto which may have occurred
      since the date of the prior report, and including therein, among other
      things, the account party, the beneficiary, the face amount, and the
      expiry date as well as any payments or expirations which may have
      occurred. The Issuing Lender will further provide to the Agent, promptly
      upon request, copies of the Letters of Credit.

            (c)   Participations. Each Lender, upon issuance of a Letter of
      Credit, shall be deemed to have purchased without recourse a risk
      participation from the Issuing Lender in such Letter of Credit and the
      obligations arising thereunder and any collateral relating thereto, in
      each case in an amount equal to its Commitment Percentage of the
      obligations under such Letter of Credit, and shall absolutely,
      unconditionally and irrevocably assume, as primary obligor and not as
      surety, and be obligated to pay to the Issuing Lender therefor and
      discharge when due, its Commitment Percentage of the obligations arising
      under such Letter of Credit. Without limiting the scope and nature of each
      Lender's participation in any Letter of Credit, to the extent that the
      Issuing Lender has not been reimbursed as required hereunder or under any
      such Letter of Credit, each such Lender shall pay to the Issuing Lender
      its Commitment Percentage of such unreimbursed drawing in same day funds
      on the day of notification by the Issuing Lender of an unreimbursed
      drawing pursuant to the provisions of subsection (d) hereof. The
      obligation of each Lender to so reimburse the Issuing Lender shall be
      absolute and unconditional and shall not be affected by the occurrence of
      a Default, an Event of Default or any other occurrence or event. Any such
      reimbursement shall not relieve or otherwise impair the obligation of the
      Borrowers to reimburse the Issuing Lender under any Letter of Credit,
      together with interest as hereinafter provided.

            (d)   Reimbursement. In the event of any request for a drawing or
      any drawing under any Letter of Credit, the Issuing Lender will promptly
      notify the Borrowers as to the

                                       14
<PAGE>

      amount to be paid as a result of such drawing and the date such payment is
      to be made by the Issuing Lender (the "Payment Date"). If the Commitments
      remain in effect on the Payment Date, the Borrowers shall, unless the
      Borrowers otherwise instruct the Agent by not less than one Business Day's
      prior notice, be deemed to have requested a Loan at the Base Rate in the
      amount of the drawing as provided in subsection (e) hereof, the proceeds
      of which will be used to satisfy the reimbursement obligations. The
      Borrowers shall reimburse the Issuing Lender on the Payment Date either
      with the proceeds of a Loan obtained hereunder or otherwise in same day
      funds as provided herein or in the LOC Documents. If the Borrowers shall
      fail to reimburse the Issuing Lender as provided hereinabove, the
      unreimbursed amount of such drawing shall bear interest at a per annum
      rate equal to the Base Rate plus two percent (2%). The Borrowers'
      reimbursement obligations hereunder shall be absolute and unconditional
      under all circumstances irrespective of (but without waiver of) any rights
      of set-off, counterclaim or defense to payment that the applicable account
      party or the Borrowers may claim or have against the Issuing Lender, the
      Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or
      any other Person, including without limitation, any defense based on any
      failure of the applicable account party or the Borrowers to receive
      consideration or the legality, validity, regularity or unenforceability of
      the Letter of Credit. The Issuing Lender will promptly notify the Lenders
      of the amount of any unreimbursed drawing and each Lender shall promptly
      pay to the Agent for the account of the Issuing Lender, in Dollars and in
      immediately available funds, the amount of such Lender's Commitment
      Percentage of such unreimbursed drawing. Such payment shall be made on the
      day such notice is received by such Lender from the Issuing Lender if such
      notice is received at or before 2:00 p.m., otherwise such payment shall be
      made at or before 12:00 Noon on the Business Day next succeeding the day
      such notice is received. If such Lender does not pay such amount to the
      Issuing Lender in full upon such request, such Lender shall, on demand,
      pay to the Agent for the account of the Issuing Lender interest on the
      unpaid amount during the period from the date the Lender received the
      notice regarding the unreimbursed drawing until such Lender pays such
      amount to the Issuing Lender in full at a rate per annum equal to, if paid
      within two Business Days of the date of drawing, the Federal Funds Rate
      and thereafter at a rate equal to the Base Rate. Each Lender's obligation
      to make such payment to the Issuing Lender, and the right of the Issuing
      Lender to receive the same, shall be absolute and unconditional, shall not
      be affected by any circumstance whatsoever and without regard to the
      termination of this Credit Agreement or the Commitments hereunder, the
      existence of a Default or Event of Default or the acceleration of the
      obligations hereunder and shall be made without any offset, abatement,
      withholding or reduction whatsoever. Simultaneously with the making of
      each such payment by a Lender to the Issuing Lender, such Lender shall,
      automatically and without any further action on the part of the Issuing
      Lender or such Lender, acquire a participation in an amount equal to such
      payment (excluding the portion of such payment constituting interest owing
      to the Issuing Lender) in the related unreimbursed drawing portion of the
      LOC Obligation and in the interest thereon and in the related LOC
      Documents, and shall have a claim against the Borrowers with respect
      thereto.

            (e)   Repayment with Loans. On any day on which a Borrower shall
      have requested, or been deemed to have requested, a Loan borrowing to
      reimburse a drawing under a Letter of Credit, the Agent shall give notice
      to the applicable Lenders that a Loan

                                       15
<PAGE>

      has been requested or deemed requested in connection with a drawing under
      a Letter of Credit, in which case a Loan borrowing comprised solely of
      Base Rate Loans (each such borrowing, a "Mandatory Borrowing") shall be
      immediately made from all applicable Lenders (without giving effect to any
      termination of the Commitments pursuant to Section 9.2 or otherwise) pro
      rata based on each Lender's respective Commitment Percentage and the
      proceeds thereof shall be paid directly to the Issuing Lender for
      application to the respective LOC Obligations; provided, however, that no
      Mandatory Borrowing shall be made after the termination of the
      Commitments. Each such Lender hereby irrevocably agrees to make such Loans
      immediately upon any such request or deemed request on account of each
      such Mandatory Borrowing in the amount and in the manner specified in the
      preceding sentence and on the same such date notwithstanding (i) the
      amount of Mandatory Borrowing may not comply with the minimum amount for
      borrowings of Loans otherwise required hereunder, (ii) whether any
      conditions specified in Section 5.2 are then satisfied, (iii) whether a
      Default or Event of Default then exists, (iv) failure of any such request
      or deemed request for Loans to be made by the time otherwise required
      hereunder or (v) any reduction in the Revolving Committed Amount. In the
      event that any Mandatory Borrowing cannot be made on the date otherwise
      required above, whether because the Commitments have terminated or for any
      other reason (including, without limitation, as a result of the
      commencement of a proceeding under the Bankruptcy Code with respect to a
      Borrower), then each such Lender hereby agrees that it shall forthwith
      fund (as of the date the Mandatory Borrowing would otherwise have
      occurred, but adjusted for any payments received from the Borrowers on or
      after such date and prior to such purchase) its Participation Interest in
      the outstanding LOC Obligations; provided that in the event any Lender
      shall fail to fund its Participation Interest on the day it is required to
      do so, then the amount of such Lender's unfunded Participation Interest
      therein shall bear interest payable to the Issuing Lender upon demand, at
      the rate equal to, if paid within two Business Days of such date, the
      Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

            (f)   Designation of Subsidiaries as Account Parties.
      Notwithstanding anything to the contrary set forth in this Credit
      Agreement, a Letter of Credit issued hereunder may contain a statement to
      the effect that such Letter of Credit is issued for the account of a
      Subsidiary of the Borrowers; provided that notwithstanding such statement,
      the Borrowers shall be the actual account party for all purposes of this
      Credit Agreement for such Letter of Credit and such statement shall not
      affect the Borrowers' reimbursement obligations hereunder with respect to
      such Letter of Credit.

            (g)   Modification and Extension. The issuance of any supplement,
      modification, amendment, renewal, or extension to any Letter of Credit
      shall, for purposes hereof, be treated in all respects the same as the
      issuance of a new Letter of Credit hereunder.

            (h)   Uniform Customs and Practices. The Issuing Lender may have the
      Letters of Credit be subject to The Uniform Customs and Practice for
      Documentary Credits (the "UCP") or the International Standby Practices
      1998 (the "ISP98"), in either case as published as of the date of issue by
      the International Chamber of Commerce, in which case the UCP or ISP98, as
      applicable, may be incorporated therein and deemed in all respects to be a
      part thereof.

                                       16
<PAGE>

            (i)   Responsibility of Issuing Lender. It is expressly understood
      and agreed that the obligations of the Issuing Lender hereunder to the
      Lenders are only those expressly set forth in this Credit Agreement and
      that the Issuing Lender shall be entitled to assume that the conditions
      precedent set forth in Section 5.2 have been satisfied unless it shall
      have acquired actual knowledge that any such condition precedent has not
      been satisfied; provided, however, that nothing set forth in this Section
      2.2 shall be deemed to prejudice the right of any Lender to recover from
      the Issuing Lender any amounts made available by such Lender to the
      Issuing Lender pursuant to this Section 2.2 in the event that it is
      determined by a court of competent jurisdiction that the payment with
      respect to a Letter of Credit constituted gross negligence or willful
      misconduct on the part of the Issuing Lender.

            (j)   Conflict with LOC Documents. In the event of any conflict
      between this Credit Agreement and any LOC Document, this Credit Agreement
      shall govern.

            (k)   Indemnification of Issuing Lender.

                  (i)   In addition to its other obligations under this Credit
            Agreement, the Borrowers hereby agree to protect, indemnify, pay and
            save the Issuing Lender harmless from and against any and all
            claims, demands, liabilities, damages, losses, costs, charges and
            expenses (including reasonable attorneys' fees) that the Issuing
            Lender may incur or be subject to as a consequence, direct or
            indirect, of (A) the issuance of any Letter of Credit or (B) the
            failure of the Issuing Lender to honor a drawing under a Letter of
            Credit as a result of any act or omission, whether rightful or
            wrongful, of any present or future de jure or de facto government or
            Governmental Authority (all such acts or omissions, herein called
            "Government Acts").

                  (ii)  As between the Borrowers and the Issuing Lender, the
            Borrowers shall assume all risks of the acts, omissions or misuse of
            any Letter of Credit by the beneficiary thereof. The Issuing Lender
            shall not be responsible for: (A) the form, validity, sufficiency,
            accuracy, genuineness or legal effect of any document submitted by
            any party in connection with the application for and issuance of any
            Letter of Credit, even if it should in fact prove to be in any or
            all respects invalid, insufficient, inaccurate, fraudulent or
            forged; (B) the validity or sufficiency of any instrument
            transferring or assigning or purporting to transfer or assign any
            Letter of Credit or the rights or benefits thereunder or proceeds
            thereof, in whole or in part, that may prove to be invalid or
            ineffective for any reason; (C) failure of the beneficiary of a
            Letter of Credit to comply fully with conditions required in order
            to draw upon a Letter of Credit; (D) errors, omissions,
            interruptions or delays in transmission or delivery of any messages,
            by mail, cable, telegraph, telex or otherwise, whether or not they
            be in cipher; (E) errors in interpretation of technical terms; (F)
            any loss or delay in the transmission or otherwise of any document
            required in order to make a drawing under a Letter of Credit or of
            the proceeds thereof; and (G) any consequences arising from causes
            beyond the control of the Issuing Lender, including, without
            limitation, any Government

                                       17
<PAGE>

            Acts. None of the above shall affect, impair, or prevent the vesting
            of the Issuing Lender's rights or powers hereunder.

                  (iii) In furtherance and extension and not in limitation of
            the specific provisions hereinabove set forth, any action taken or
            omitted by the Issuing Lender, under or in connection with any
            Letter of Credit or the related certificates, if taken or omitted in
            good faith, shall not put the Issuing Lender under any resulting
            liability to the Borrowers. It is the intention of the parties that
            this Credit Agreement shall be construed and applied to protect and
            indemnify the Issuing Lender against any and all risks involved in
            the issuance of the Letters of Credit, all of which risks are hereby
            assumed by the Borrowers, including, without limitation, any and all
            risks of the acts or omissions, whether rightful or wrongful, of any
            present or future Government Acts. The Issuing Lender shall not, in
            any way, be liable for any failure by the Issuing Lender or anyone
            else to pay any drawing under any Letter of Credit as a result of
            any Government Acts or any other cause beyond the control of the
            Issuing Lender.

                  (iv)  Nothing in this subsection (k) is intended to limit the
            reimbursement obligation of the Borrowers contained in this Section
            2.2. The obligations of the Borrowers under this subsection (k)
            shall survive the termination of this Credit Agreement. No act or
            omission of any current or prior beneficiary of a Letter of Credit
            shall in any way affect or impair the rights of the Issuing Lender
            to enforce any right, power or benefit under this Credit Agreement.

                  (v)   Notwithstanding anything to the contrary contained in
            this subsection (k) or any of the Credit Documents, the Borrowers
            shall have no obligation to indemnify the Issuing Lender in respect
            of any liability incurred by the Issuing Lender arising solely out
            of the gross negligence or willful misconduct of the Issuing Lender,
            as determined by a court of competent jurisdiction. Nothing in this
            Credit Agreement shall relieve the Issuing Lender of any liability
            to the Borrowers in respect of any action taken by the Issuing
            Lender which action constitutes gross negligence or willful
            misconduct of the Issuing Lender or a violation of the UCP, the
            ISP98 or Uniform Commercial Code (as applicable), as determined by a
            court of competent jurisdiction.

      2.3   METHOD OF BORROWING FOR LOANS.

      By no later than 11:00 a.m. (a) on the date of the requested borrowing of
Loans that will be Base Rate Loans or (b) three Business Days prior to the date
of the requested borrowing of Loans that will be Eurodollar Loans, the Borrowers
shall submit a written Notice of Borrowing in the form of Exhibit 2.3 to the
Agent setting forth (i) the amount requested, (ii) whether such Loans shall
accrue interest at the Base Rate or the Adjusted Eurodollar Rate, (iii) with
respect to Loans that will be Eurodollar Loans, the Interest Period applicable
thereto and (iv) certification that the Borrowers have complied in all respects
with Section 5.2.

                                       18
<PAGE>

      2.4   FUNDING OF LOANS.

      Upon receipt of a Notice of Borrowing, the Agent shall promptly inform the
Lenders as to the terms thereof. Each such Lender shall make its Commitment
Percentage of the requested Loans available to the Agent by 2:00 p.m. on the
date specified in the Notice of Borrowing by deposit, in Dollars, of immediately
available funds at the Agency Services Address. The amount of the requested
Loans will then be made available to the Borrowers by the Agent by crediting the
account of the Borrowers on the books of such office of the Agent, to the extent
the amount of such Loans are made available to the Agent.

      No Lender shall be responsible for the failure or delay by any other
Lender in its obligation to make Loans hereunder; provided, however, that the
failure of any Lender to fulfill its obligations hereunder shall not relieve any
other Lender of its obligations hereunder. Unless the Agent shall have been
notified by any Lender prior to the date of any such Loan that such Lender does
not intend to make available to the Agent its portion of the Loans to be made on
such date, the Agent may assume that such Lender has made such amount available
to the Agent on the date of such Loans, and the Agent in reliance upon such
assumption, may (in its sole discretion but without any obligation to do so)
make available to the Borrowers a corresponding amount. If such corresponding
amount is not in fact made available to the Agent, the Agent shall be able to
recover such corresponding amount from such Lender. If such Lender does not pay
such corresponding amount forthwith upon the Agent's demand therefor, the Agent
will promptly notify the Borrowers and the Borrowers shall immediately pay such
corresponding amount within two Business Days to the Agent. The Agent shall also
be entitled to recover from the Lender or the Borrowers, as the case may be,
interest on such corresponding amount in respect of each day from the date such
corresponding amount was made available by the Agent to the Borrowers to the
date such corresponding amount is recovered by the Agent at a per annum rate
equal to (a) from the Borrowers at the applicable rate for such Loan pursuant to
the Notice of Borrowing and (b) from a Lender at the Federal Funds Rate.

      2.5   CONTINUATIONS AND CONVERSIONS.

      The Borrowers shall have the option (subject to the limitations set forth
below), on any Business Day, to continue existing Eurodollar Loans for a
subsequent Interest Period, to convert Base Rate Loans into Eurodollar Loans or
to convert Eurodollar Loans into Base Rate Loans; provided, however, that (a)
each such continuation or conversion must be requested by the Borrowers pursuant
to a written Notice of Continuation/Conversion, in the form of Exhibit 2.5, in
compliance with the terms set forth below, (b) if a Eurodollar Loan is continued
or converted into a Base Rate Loan on any day other than the last day of the
Interest Period applicable thereto, then the Borrowers shall be subject to the
provisions set forth in Section 4.3, (c) Eurodollar Loans may not be continued
nor may Base Rate Loans be converted into Eurodollar Loans during the existence
and continuation of a Default or Event of Default and (d) any request to extend
a Eurodollar Loan that fails to comply with the terms hereof or any failure to
request an extension of a Eurodollar Loan at the end of an Interest Period shall
constitute a conversion to a Base Rate Loan on the last day of the applicable
Interest Period. Each continuation or conversion must be requested by the
Borrowers no later than 11:00 a.m. (i) on the date for a requested conversion of
a Eurodollar Loan to a Base Rate Loan or (ii) three Business Days prior to the
date for a requested continuation of a Eurodollar Loan

                                       19
<PAGE>

or conversion of a Base Rate Loan to a Eurodollar Loan, in each case pursuant to
a written Notice of Continuation/Conversion submitted to the Agent which shall
set forth (A) whether the Borrowers wish to continue or convert such Loans and
(B) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan
to a Eurodollar Loan, the Interest Period applicable thereto.

      2.6   MINIMUM AMOUNTS.

      Each request for a Loan or a conversion or continuation hereunder shall be
subject to the following requirements: (a) each Eurodollar Loan shall be in a
minimum amount of $10,000,000 (and in integral multiples of $1,000,000 in excess
thereof), (b) each Base Rate Loan shall be in a minimum amount of the lesser of
$10,000,000 (and in integral multiples of $1,000,000 in excess thereof) or the
remaining amount available to be borrowed and (c) no more than ten Eurodollar
Loans shall be outstanding hereunder at any one time. For the purposes of this
Section, all Eurodollar Loans with the same Interest Periods that begin and end
on the same date shall be considered as one Eurodollar Loan, but Eurodollar
Loans with different Interest Periods, even if they begin on the same date,
shall be considered separate Eurodollar Loans.

      2.7   REDUCTIONS OF REVOLVING COMMITTED AMOUNTS.

      Upon at least five Business Days' notice, the Borrowers shall have the
right to permanently terminate or reduce the aggregate unused amount of the
Revolving Committed Amount at any time or from time to time; provided that (a)
each partial reduction shall be in an aggregate amount at least equal to
$10,000,000 and in integral multiples of $1,000,000 above such amount, (b) no
reduction shall be made which would reduce the Revolving Committed Amount to an
amount less than the aggregate amount of the then outstanding Loans plus the
aggregate amount of the then outstanding LOC Obligations. Any reduction in (or
termination of) the Revolving Committed Amount shall be permanent and may not be
reinstated.

      2.8   NOTES.

      The Loans made by the Lenders shall be evidenced by a duly executed
promissory note of the Borrowers payable to each Lender in substantially the
form of Exhibit 2.8 (the "Notes").

      2.9   JOINT AND SEVERAL LIABILITY OF THE BORROWERS.

      Subject to Section 2.10:

            (a)   Each of the Borrowers is accepting joint and several liability
      hereunder in consideration of the financial accommodation to be provided
      by the Lenders under this Credit Agreement, for the mutual benefit,
      directly and indirectly, of each of the Borrowers and in consideration of
      the undertakings of each of the Borrowers to accept joint and several
      liability for the obligations of each of them.

            (b)   Each of the Borrowers jointly and severally hereby irrevocably
      and unconditionally accepts, not merely as a surety but also as a
      co-debtor, joint and several liability with the other Borrower with
      respect to the payment and performance of all of the obligations arising
      under this Credit Agreement and the other Credit Documents, it being the

                                       20
<PAGE>

      intention of the parties hereto that all of the Borrowers Obligations
      shall be the joint and several obligations of each of the Borrowers
      without preferences or distinction between them.

            (c)   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.

            (d)   The provisions of this Section 2.9 are made for the benefit of
      the Lenders and their successors and assigns, and may be enforced by them
      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 marshall any of its claims or to exercise any of its rights
      against the other Borrower or to exhaust any remedies available to it
      against the other Borrower or to resort to any other source or means of
      obtaining payment of any of the Borrowers Obligations hereunder or to
      elect any other remedy. The provisions of this Section 2.9 shall remain in
      effect until all the Borrowers Obligations hereunder shall have been paid
      in full or otherwise fully satisfied. If at any time, any payment, or any
      part thereof, made in respect of any of the Borrowers Obligations, is
      rescinded or must otherwise be restored or returned by the Lenders upon
      the insolvency, bankruptcy or reorganization of any of the Borrowers, or
      otherwise, the provisions of this Section 2.9 will forthwith be reinstated
      and in effect as though such payment had not been made.

            (e)   Notwithstanding any provision to the contrary contained herein
      or in any of the other Credit Documents, to the extent the obligations of
      either Borrower shall be adjudicated to be invalid or unenforceable for
      any reason (including, without limitation, because of any applicable state
      or federal law relating to fraudulent conveyances or transfers) then the
      obligations of such Borrower hereunder shall be limited to the maximum
      amount that is permissible under applicable law (whether federal or state
      and including, without limitation, the Bankruptcy Code).

            (f)   Each Borrower hereby appoints the other Borrower to act as its
      agent for all purposes under this Credit Agreement (including, without
      limitation, with respect to all matters relating to the borrowing and
      repayment of Loans) and agrees that (i) a Borrower may execute such
      documents on behalf of the other Borrower as it deems appropriate and the
      other Borrower shall be obligated by all of the terms of any such document
      executed on its behalf, (ii) any notice or communication delivered by the
      Agent or a Lender to a Borrower shall be deemed delivered to both
      Borrowers and (iii) the Agent and the Lenders may accept, and be permitted
      to rely on, any document, instrument or agreement executed by one Borrower
      on behalf of the other Borrower.

      2.10  LIMITATION OF LIABILITY OF BORROWERS. Notwithstanding anything in
this Credit Agreement or in the Notes to the contrary, including without
limitation, Section 2.9:

            (a)   Duke Energy Field Services Corporation shall have no rights or
      obligations as a Borrower, and will not be subject to the terms of the
      Credit Documents, until

                                       21
<PAGE>

      (i) consummation of the Merger or a Corporate Conversion and (ii)
      notification from the Borrowers to the Lenders that the Merger or a
      Corporate Conversion has occurred and that, going forward, Duke Energy
      Field Services Corporation will irrevocably have all of the rights and
      obligations of a Borrower, jointly and severally with Duke Energy Field
      Services, LLC, under the Credit Documents (including, without limitation,
      any Loans made prior to such notification) and will be subject to the
      terms of the Credit Documents.

            (b)   If the Merger occurs, the agreement by Duke Energy Field
      Services Corporation to become jointly and severally liable with Duke
      Energy Field Services, LLC for the indebtedness under the Credit Documents
      pursuant to subsection (a) above shall be accomplished in two phases: (i)
      initially, Duke Energy Field Services Corporation shall become directly
      liable for 69.7% of such indebtedness and shall become indirectly liable
      for 30.3% of such indebtedness through Phillips Gas Company ("PGC"), a
      Delaware corporation and, subsequent to the first step of the Merger, a
      wholly-owned Subsidiary of Duke Energy Field Services Corporation, in each
      case jointly and severally with Duke Energy Field Services, LLC, which
      shall remain jointly and severally liable for 100% of such indebtedness;
      and (ii) immediately thereafter, upon the merger of PGC with and into Duke
      Energy Field Services Corporation, Duke Energy Field Services Corporation
      shall become directly liable for the 30.3% of such indebtedness previously
      attributed to it through its ownership of PGC.

            (c)   On or after the date that, pursuant to subsection (a) or
      subsections (a) and (b) above, Duke Energy Field Services Corporation has
      become directly liable for 100% of the indebtedness, rights and
      obligations of a Borrower under the Credit Documents, the Borrowers may,
      upon written notice to the Lenders, release Duke Energy Field Services,
      LLC from its joint and several obligations under the Credit Documents;
      provided that if as a result of a Corporate Conversion Duke Energy Field
      Services LLC is converted into a "C" Corporation it shall not be released
      from its obligations hereunder. Thereafter, Duke Energy Field Services,
      LLC will have no rights or obligations under the Credit Documents, will no
      longer be subject to the terms of the Credit Documents (except as the
      terms thereof may relate to it if it constitutes a Material Subsidiary)
      and all obligations owing pursuant to the Credit Documents shall be the
      sole responsibility of Duke Energy Field Services Corporation.

            (d)   Notwithstanding the use of the term "Borrowers" as set forth
      in the Credit Documents: (i) prior to Duke Energy Field Services
      Corporation having any rights or obligations as a Borrower and being
      subject to the terms of the Credit Agreement, as set forth in clause (a)
      above, the terms "Borrowers" or "a Borrower" as used in the Credit
      Documents shall only mean a reference to Duke Energy Field Services, LLC
      and (ii) on and after the date that Duke Energy Field Services, LLC is
      released from liability, in accordance with clause (c) above, the terms
      "Borrowers" or "a Borrower" as used in the Credit Documents shall only
      mean a reference to Duke Energy Field Services Corporation.

                                       22
<PAGE>

      2.11  INCREASES IN REVOLVING COMMITTED AMOUNT

            (a)   At any time and from time to time, the Borrowers may, if they
      so elect, increase the Revolving Committed Amount (in an aggregate amount
      of not less than $5,000,000), either by designating one or more financial
      institutions not theretofore Lenders to become Lenders or by agreeing with
      one or more of the existing Lenders that such Lenders' Commitments shall
      be increased. Upon execution and delivery by the Borrowers and such
      Lenders or other financial institutions of an instrument (a "Commitment
      Acceptance") substantially in the form of Exhibit J hereto, such existing
      Lenders shall have additional Commitments as therein set forth or such
      other financial institutions shall become Lenders with Commitments as
      therein set forth and with all rights and obligations of Lenders with
      Commitments as therein set forth; provided that no such increase shall be
      effective unless (i) the Agent and the Issuing Bank shall have consented
      (each such consent not to be unreasonably withheld or delayed) to the
      designation of any financial institution not theretofore a Lender (it
      being understood that no consent or approval from any other Lender shall
      be required), (ii) the aggregate amount of Commitment increases made
      pursuant to this Section 2.11 shall not exceed $25,000,000, (iii)
      immediately before and after giving effect to such increase (x) no Default
      shall have occurred and be continuing and (y) the representations and
      warranties of the Borrowers set forth in Section 6 shall be true and
      correct in all material respects at and as if made as of the effective
      date of such increase in commitments (as set forth in the Commitment
      Acceptance) (the "Increase Date") as applicable (except to the extent such
      representations and warranties expressly and exclusively relate to an
      earlier date), and (iv) the Borrowers shall have delivered to the Agent a
      copy of the Commitment Acceptance and such other evidence (which may
      include opinions of counsel) as it may request to confirm the Borrowers'
      due authorization of the transactions contemplated by this Section and the
      validity and enforceability of the Borrowers' obligation arising
      therefrom.

            (b)   If and to the extent any Loans are outstanding on the Increase
      Date, the Borrowers shall (A) at the end of the current Interest Period,
      in the case of outstanding Eurodollar Loans and (B) within one Business
      Days of the Increase Date, in the case of any other outstanding Loans,
      prepay or repay each such Loan then outstanding in its entirety and, to
      the extent that the Borrowers elect to do so and subject to the conditions
      specified in Section 5.2, the Borrowers shall re-borrow Loans from the
      applicable Lenders in proportion to their respective Commitments after
      giving effect to such increase, until such time as all outstanding Loans
      are held by the Lenders in such proportion.

            (c)   If and to the extent any LOC Obligations are outstanding on
      the Increase Date, each Lender whose Commitment has not been assumed or
      increased pursuant to Section 2.11(a) (the "Non-Increasing Lender") shall
      be deemed, without further action by any party hereto, to have sold to
      each Lender whose Commitment has been assumed or increased pursuant to
      clause Section 2.11(a) of this Section (an "Increased Commitment Lender")
      and each Increased Commitment Lender shall be deemed, without further
      action by any party hereto, to have purchased from each Non-Increasing
      Lender, a participation (on terms specified in Section 2.2) in each Letter
      of Credit in an amount such that after giving effect to all such purchases
      and sales all outstanding LOC Obligations are held by the

                                       23
<PAGE>

      Lenders in proportion to their respective Commitments after giving effect
      to such assumptions and increases.

                                   SECTION 3.

                                    PAYMENTS

      3.1   INTEREST.

            (a)   Interest Rate.

                  (i)   All Base Rate Loans shall accrue interest at the Base
            Rate.

                  (ii)  All Eurodollar Loans shall accrue interest at the
            Adjusted Eurodollar Rate applicable to such Eurodollar Loan.

            (b)   Default Rate of Interest. Upon the occurrence, and during the
      continuation, of an Event of Default, all past due principal of and, to
      the extent permitted by law, past due interest on, the Loans and any other
      past due amounts owing hereunder or under the other Credit Documents shall
      bear interest, payable on demand, at a per annum rate equal to one percent
      (1%) plus the rate which would otherwise be applicable (or if no rate is
      applicable, then the rate for Loans that are Base Rate Loans plus one
      percent (1%) per annum).

            (c)   Interest Payments. Interest on Loans shall be due and payable
      in arrears on each Interest Payment Date.

      3.2   PREPAYMENTS.

            (a)   Voluntary Prepayments. The Borrowers shall have the right to
      prepay Loans in whole or in part from time to time without premium or
      penalty; provided, however, that (i) Eurodollar Loans may only be prepaid
      on three Business Days' prior written notice to the Agent and any
      prepayment of Eurodollar Loans will be subject to Section 4.3; and (ii)
      each such partial prepayment of Loans shall be in the minimum principal
      amount of $10,000,000. Any payments made under this Section 3.2(a) shall
      be applied as the Borrowers may elect; provided that if the Borrowers fail
      to specify how a voluntary prepayment should be applied then such
      prepayment shall be applied first to Base Rate Loans and then to
      Eurodollar Loans in direct order of Interest Period maturities.

            (b)   Mandatory Prepayments. If at any time the amount of Loans
      outstanding plus the aggregate amount of LOC Obligations outstanding
      exceeds the Revolving Committed Amount, the Borrowers shall immediately
      make a principal payment to the Agent in a manner and in an amount
      necessary to be in compliance with Section 2.1, and as directed by the
      Agent. All amounts required to be paid pursuant to this Section 3.2(b)
      shall be (i) applied first to Loans and then to a cash collateral account
      in respect of LOC Obligations, (ii) subject to Section 4.3 and (iii)
      applied first to Base Rate Loans and then to Eurodollar Loans in the
      direct order of Interest Period maturities.

                                       24
<PAGE>

      3.3   PAYMENT OF LOANS IN FULL AT MATURITY.

            (a)   Subject to Section 3.3(b) below, on the Maturity Date, the
      entire outstanding principal balance of all Loans, together with accrued
      but unpaid interest and all other sums owing under this Credit Agreement,
      shall be due and payable in full, unless accelerated sooner pursuant to
      Section 9.2.

            (b)   On or before three Business Days prior to the Maturity Date,
      the Borrowers may, as long as no Default or Event of Default exists and is
      continuing, notify the Agent in writing (and the Agent shall promptly
      forward such notice to the Lenders) that, as of the Maturity Date, they
      are converting the outstanding Loans to a term loan which shall be due and
      payable in full on the date one year subsequent to the Maturity Date (the
      "Term Out Maturity Date"). It is understood and agreed that subsequent to
      the Maturity Date, (i) the Borrowers may no longer request, and the
      Lenders are no longer obligated to make or issue, new Loans or Letters of
      Credit, (ii) any amounts repaid may not be reborrowed, (iii) interest
      shall accrue on the outstanding Loans, at the option of the Borrowers, in
      accordance with the terms of Section 2.5 and, as set forth in the
      definition of Applicable Margin, the Applicable Margin for Eurodollar
      Loans subsequent to the Maturity Date shall apply and (iv) the Borrowers
      shall have the right to prepay all or a portion of the outstanding Loans
      in accordance with Section 3.2(a).

      3.4   FEES.

            (a)   Commitment Fees. In consideration of the Revolving Committed
      Amount being made available by the Lenders, the Borrowers agree to pay to
      the Agent, for the pro rata benefit of each Lender, a fee equal to the
      Applicable Margin for Commitment Fees on the Unused Commitment (the
      "Commitment Fees"). The accrued Commitment Fees shall be due and payable
      in arrears on the first Business Day after the end of each fiscal quarter
      of the Borrowers (as well as on the Maturity Date) for the immediately
      preceding fiscal quarter (or portion thereof), beginning with the first of
      such dates to occur after the Closing Date.

            (b)   Letter of Credit Fees.

                  (i)   Letter of Credit Fees. In consideration of the issuance
            of Letters of Credit hereunder, the Borrowers agree to pay to the
            Issuing Lender, for the pro rata benefit of each Lender, a per annum
            fee equal to the Applicable Margin for Eurodollar Loans (including,
            for clarification, any premium applicable for Eurodollar Loans
            subsequent to the Maturity Date) in effect from time to time on the
            aggregate stated amount for each Letter of Credit from the date of
            issuance to the date of expiration (the "Letter of Credit Fees").
            The accrued Letter of Credit Fees shall be due and payable in
            arrears on the first Business Day after the end of each fiscal
            quarter of the Borrowers (as well as on the Maturity Date and on the
            Term Out Maturity Date, if applicable) for the immediately preceding
            fiscal quarter (or portion thereof), beginning with the first of
            such dates to occur after the Closing Date.

                                       25
<PAGE>

                  (ii)  Issuing Lender Fees. In addition to the Letter of Credit
            Fees payable pursuant to subsection (i) above, the Borrowers shall
            pay to the Issuing Lender for its own account, without sharing by
            the other Lenders, (A) a fee equal to one-eighth of one percent
            (.125%) per annum on the total sum of all Letters of Credit issued
            by the Issuing Lender, such fee to be paid on the date of issuance
            of any Letter of Credit and (B) the customary charges from time to
            time to the Issuing Lender for its services in connection with the
            issuance, amendment, payment, transfer, administration, cancellation
            and conversion of, and drawings under, such Letters of Credit
            (collectively, the "Issuing Lender Fees").

      3.5   PLACE AND MANNER OF PAYMENTS.

      All payments of principal, interest, fees, expenses and other amounts to
be made by a Borrower under this Credit Agreement shall be made without setoff,
deduction or counterclaim and received not later than 2:00 p.m. on the date when
due in Dollars and in immediately available funds by the Agent at the Agency
Services Address. A Borrower shall, at the time it makes any payment under this
Credit Agreement, specify to the Agent the Loans, Letters of Credit, fees or
other amounts payable by a Borrower hereunder to which such payment is to be
applied (and in the event that it fails to specify, or if such application would
be inconsistent with the terms hereof, the Agent shall distribute such payment
to the Lenders in such manner as it reasonably determines in its sole
discretion). The Agent will distribute such payments to the applicable Lenders
on the same Business Day if any such payment is received prior to 2:00 p.m.;
otherwise the Agent will distribute each payment to the applicable Lenders prior
to 12:00 noon on the next succeeding Business Day. Whenever any payment
hereunder shall be stated to be due on a day which is not a Business Day, the
due date thereof shall be extended to the next succeeding Business Day (subject
to accrual of interest and fees for the period of such extension), except that
in the case of Eurodollar Loans, if the extension would cause the payment to be
made in the next following calendar month, then such payment shall be made on
the next preceding Business Day.

      3.6   PRO RATA TREATMENT.

            (a)   Loans/Fees. Except to the extent otherwise provided herein,
      all Loans, each payment or prepayment of principal of any Loan, each
      payment of interest on the Loans, each payment of Commitment Fees, each
      payment of Letter of Credit Fees, each reduction of the Revolving
      Committed Amount and each conversion or continuation of any Loans, shall
      be allocated pro rata among the applicable Lenders in accordance with
      their respective Commitment Percentages; provided that, if any Lender
      shall have failed to pay its applicable pro rata share of any Loan, then
      any amount to which such Lender would otherwise be entitled pursuant to
      this Section 3.6 shall instead be payable to the Agent until the share of
      such Loan not funded by such Lender has been repaid and any interest owed
      by such Lender as result of such failure to fund has been paid; and
      provided further, that in the event any amount paid to any Lender pursuant
      to this Section 3.6 is rescinded or must otherwise be returned by the
      Agent, each Lender shall, upon the written request of the Agent, repay to
      the Agent the amount so paid to such Lender, with interest for the period
      commencing on the date such payment is returned by the Agent until the
      date the Agent receives such repayment at a rate per annum equal to,
      during the period to but excluding the date two Business Days

                                       26
<PAGE>

      after such request, the Federal Funds Rate, and thereafter, the Base Rate
      plus one percent (1%) per annum.

            (b)   Letters of Credit. Each payment of unreimbursed drawings in
      respect of LOC Obligations shall be allocated to each Lender pro rata in
      accordance with its Commitment Percentage; provided that, if any Lender
      shall have failed to pay its applicable pro rata share of any drawing
      under any Letter of Credit, then any amount to which such Lender would
      otherwise be entitled pursuant to this subsection (b) shall instead be
      payable to the Issuing Lender; provided further, that in the event any
      amount paid to any Lender pursuant to this subsection (b) is rescinded or
      must otherwise be returned by the Issuing Lender, each Lender shall, upon
      the written request of the Issuing Lender, repay to the Agent for the
      account of the Issuing Lender the amount so paid to such Lender, with
      interest for the period commencing on the date such payment is returned by
      the Issuing Lender until the date the Issuing Lender receives such
      repayment at a rate per annum equal to, during the period to but excluding
      the date two Business Days after such request, the Federal Funds Rate, and
      thereafter, the Base Rate plus one percent (1%) per annum.

      3.7   COMPUTATIONS OF INTEREST AND FEES.

            (a)   Except for Base Rate Loans that are based upon the Prime Rate,
      on which interest shall be computed on the basis of a 365 or 366 day year
      as the case may be, all computations of interest and fees hereunder shall
      be made on the basis of the actual number of days elapsed over a year of
      360 days.

            (b)   It is the intent of the Lenders and the Borrowers to conform
      to and contract in strict compliance with applicable usury law from time
      to time in effect. All agreements between the Lenders and the Borrowers
      are hereby limited by the provisions of this paragraph which shall
      override and control all such agreements, whether now existing or
      hereafter arising and whether written or oral. In no way, nor in any event
      or contingency (including but not limited to prepayment or acceleration of
      the maturity of any obligation), shall the interest taken, reserved,
      contracted for, charged, or received under this Credit Agreement, under
      the Notes or otherwise, exceed the maximum nonusurious amount permissible
      under applicable law. If, from any possible construction of any of the
      Credit Documents or any other document, interest would otherwise be
      payable in excess of the maximum nonusurious amount, any such construction
      shall be subject to the provisions of this paragraph and interest owing
      pursuant to such documents shall be automatically reduced to the maximum
      nonusurious amount permitted under applicable law, without the necessity
      of execution of any amendment or new document. If any Lender shall ever
      receive anything of value which is characterized as interest on the Loans
      under applicable law and which would, apart from this provision, be in
      excess of the maximum lawful amount, an amount equal to the amount which
      would have been excessive interest shall, without penalty, be applied to
      the reduction of the principal amount owing on the Loans and not to the
      payment of interest, or refunded to the Borrowers or the other payor
      thereof if and to the extent such amount which would have been excessive
      exceeds such unpaid principal amount of the Loans. The right to demand
      payment of the Loans or any other indebtedness evidenced by any of the
      Credit Documents does not include the right to receive any interest

                                       27
<PAGE>

      which has not otherwise accrued on the date of such demand, and the
      Lenders do not intend to charge or receive any unearned interest in the
      event of such demand. All interest paid or agreed to be paid to the
      Lenders with respect to the Loans shall, to the extent permitted by
      applicable law, be amortized, prorated, allocated, and spread throughout
      the full stated term (including any renewal or extension) of the Loans so
      that the amount of interest on account of such indebtedness does not
      exceed the maximum nonusurious amount permitted by applicable law.

      3.8   SHARING OF PAYMENTS.

      Each Lender agrees that, in the event that any Lender shall obtain payment
in respect of any Loan, any unreimbursed drawing with respect to any LOC
Obligations or any other obligation owing to such Lender under this Credit
Agreement through the exercise of a right of set-off, banker's lien,
counterclaim or otherwise (including, but not limited to, pursuant to the
Bankruptcy Code) in excess of its pro rata share as provided for in this Credit
Agreement, such Lender shall promptly purchase from the other Lenders a
participation in such Loans, LOC Obligations and other obligations, in such
amounts and with such other adjustments from time to time, as shall be equitable
in order that all Lenders share such payment in accordance with their respective
ratable shares as provided for in this Credit Agreement. Each Lender further
agrees that if a payment to a Lender (which is obtained by such Lender through
the exercise of a right of set-off, banker's lien, counterclaim or otherwise)
shall be rescinded or must otherwise be restored, each Lender which shall have
shared the benefit of such payment shall, by repurchase of a participation
theretofore sold, return its share of that benefit to each Lender whose payment
shall have been rescinded or otherwise restored. The Borrowers agree that any
Lender so purchasing such a participation may, to the fullest extent permitted
by law, exercise all rights of payment, including set-off, banker's lien or
counterclaim, with respect to such participation as fully as if such Lender were
a holder of such Loan or other obligation in the amount of such participation.
Except as otherwise expressly provided in this Credit Agreement, if any Lender
shall fail to remit to the Agent or any other Lender an amount payable by such
Lender to the Agent or such other Lender pursuant to this Credit Agreement on
the date when such amount is due, such payments shall accrue interest thereon,
for each day from the date such amount is due until the day such amount is paid
to the Agent or such other Lender, at a rate per annum equal to the Federal
Funds Rate. If under any applicable bankruptcy, insolvency or other similar law,
any Lender receives a secured claim in lieu of a setoff to which this Section
3.8 applies, such Lender shall, to the extent practicable, exercise its rights
in respect of such secured claim in a manner consistent with the rights of the
Lenders under this Section 3.8 to share in the benefits of any recovery on such
secured claim.

      3.9   EVIDENCE OF DEBT.

            (a)   Each Lender shall maintain an account or accounts evidencing
      each Loan made by such Lender to the Borrowers from time to time,
      including the amounts of principal and interest payable and paid to such
      Lender from time to time under this Credit Agreement. Each Lender will
      make reasonable efforts to maintain the accuracy of its account or
      accounts and to promptly update its account or accounts from time to time,
      as necessary.

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<PAGE>

            (b)   The Agent shall maintain the Register pursuant to Section
      11.3(c), and a subaccount for each Lender, in which Register and
      subaccounts (taken together) shall be recorded (i) the amount, type and
      Interest Period of each such Loan hereunder, (ii) the amount of any
      principal or interest due and payable or to become due and payable to each
      Lender hereunder and (iii) the amount of any sum received by the Agent
      hereunder from or for the account of the Borrowers and each Lender's share
      thereof. The Agent will make reasonable efforts to maintain the accuracy
      of the subaccounts referred to in the preceding sentence and to promptly
      update such subaccounts from time to time, as necessary.

            (c)   The entries made in the Register and subaccounts maintained
      pursuant to subsection (b) of this Section 3.9, and the entries made in
      the accounts maintained pursuant to subsection (a) of this Section 3.9, if
      consistent with the entries of the Agent, shall be prima facie evidence of
      the existence and amounts of the obligations of the Borrowers therein
      recorded; provided, however, that the failure of any Lender or the Agent
      to maintain any such account, such Register or such subaccount, as
      applicable, or any error therein, shall not in any manner affect the
      obligation of the Borrowers to repay the Loans made by such Lender in
      accordance with the terms hereof.

                                   SECTION 4.

                              ADDITIONAL PROVISIONS

      4.1   EURODOLLAR LOAN PROVISIONS.

            (a)   Unavailability. If, on or prior to the first day of any
      Interest Period, (i) the Agent shall have determined in good faith (which
      determination shall be conclusive and binding upon the Borrowers) that (A)
      Dollar deposits are not generally available in the London interbank
      Eurodollar market in the applicable principal amounts and Interest Period
      of a requested Eurodollar Loan or (B) by reason of circumstances affecting
      the relevant market, adequate and reasonable means do not exist for
      ascertaining the Eurodollar Rate for such Interest Period, or (ii) the
      Agent shall have received notice from the Required Lenders that the
      Eurodollar Rate determined or to be determined for such Interest Period
      will not adequately and fairly reflect the cost to the Lenders of making
      or maintaining Eurodollar Loans for such Interest Period (as conclusively
      certified by such Lenders), the Agent shall give notice thereof to the
      Borrowers and the Lenders as soon as practicable thereafter. Upon delivery
      of such notice, (A) any Eurodollar Loans requested to be made on the first
      day of such Interest Period shall be made as Base Rate Loans, (B) any
      Loans that were to have been converted to or continued as Eurodollar Loans
      shall be prepaid by the Borrowers or converted to or continued as Base
      Rate Loans and (C) any outstanding Eurodollar Loans shall be converted, on
      the first day of such Interest Period, to Base Rate Loans. Until the Agent
      has withdrawn such notice, no further Eurodollar Loans shall be made or
      continued as such, nor shall the Borrowers have the right to convert Base
      Rate Loans to Eurodollar Loans.

            (b)   Change in Legality. Notwithstanding any other provision
      herein, if any change, after the date hereof, in any law, governmental
      rule, regulation, guideline or order

                                       29
<PAGE>

      (including the introduction of any new law or governmental rule,
      regulation, guideline or order) or in the interpretation or administration
      thereof by any Governmental Authority charged with the interpretation or
      administration thereof shall make it unlawful for any Lender to make or
      maintain any Eurodollar Loan then, by written notice to the Borrowers and
      to the Agent, such Lender may:

                  (i)   declare that Eurodollar Loans and conversions to or
            continuations of Eurodollar Loans, will not thereafter be made by
            such Lender hereunder, whereupon any request by the Borrowers for,
            or for conversion into or continuation of, Eurodollar Loans shall,
            as to such Lender only, be deemed a request for, or for conversion
            into or continuation of, Base Rate Loans, unless such declaration
            shall be subsequently withdrawn; and

                  (ii)  require that all outstanding Eurodollar Loans made by it
            be converted to Base Rate Loans in which event all such Eurodollar
            Loans shall be converted to Base Rate Loans either (A) on the last
            day of the then current Interest Period applicable to such
            Eurodollar Loan if such Lender can lawfully continue to maintain and
            fund such Eurodollar Loan or (B) immediately if such Lender shall
            determine that it may not lawfully continue to maintain and fund
            such Eurodollar Loan to such day.

            (c)   Requirements of Law. If at any time a Lender shall incur
      increased costs or reductions in the amounts received or receivable
      hereunder with respect to the making, the commitment to make or the
      maintaining of any Eurodollar Loan or of agreeing to issue or participate
      in any Letters of Credit because of (i) any change after the date hereof
      in any law, governmental rule, regulation, guideline or order (including
      the introduction of any new law or governmental rule, regulation,
      guideline or order) or in the interpretation or administration thereof by
      any Governmental Authority charged with the interpretation or
      administration thereof, including, without limitation, the imposition,
      modification or deemed applicability of any reserves, deposits or similar
      requirements (such as, for example, but not limited to, a change in
      official reserve requirements) or (ii) other circumstances affecting the
      London interbank Eurodollar market; then the Borrowers shall pay to such
      Lender promptly upon written demand therefor, such additional amounts (in
      the form of an increased rate of, or a different method of calculating,
      interest or otherwise as such Lender may determine in its sole discretion)
      as may be required to compensate such Lender for such increased costs or
      reductions in amounts receivable hereunder. If any Lender becomes entitled
      to claim any additional amounts pursuant to this Section 4.1(c), it shall
      provide prompt notice thereof to the Borrowers, through the Agent,
      certifying (A) that one of the events described in this Section 4.1(c) has
      occurred and describing in reasonable detail the nature of such event, (B)
      as to the increased cost or reduced amount resulting from such event and
      (C) as to the additional amount demanded by such Lender and a reasonably
      detailed explanation of the calculation thereof provided that no such
      amount shall be payable with respect to any period commencing more than 90
      days prior to the date such Lender first notifies the Borrowers of its
      intention to demand compensation therefor under this Section.

                                       30
<PAGE>

            (d)   Regulation D Compensation. In the event that a Lender is
      required to maintain reserves of the type contemplated by the definition
      of "Eurodollar Reserve Percentage", such Lender may require the Borrowers
      to pay, contemporaneously with each payment of interest on the Eurodollar
      Loans, additional interest on the related Eurodollar Loan of such Lender
      at a rate per annum determined by such Lender up to but not exceeding the
      excess of (i)(A) the applicable London Interbank Offered Rate divided by
      (B) one minus the Eurodollar Reserve Percentage over (ii) the applicable
      London Interbank Offered Rate. Any Lender wishing to require payment of
      such additional interest (x) shall so notify the Borrowers and the Agent,
      in which case such additional interest on the Eurodollar Loans of such
      Lender shall be payable to such Lender at the place indicated in such
      notice with respect to each Interest Period commencing at least three
      Business Days after the giving of such notice and (y) shall notify the
      Borrowers at least three Business Days prior to each date on which
      interest is payable on the Eurodollar Loans of the amount then due it
      under this Section. Each such notification shall be accompanied by such
      information as the Borrowers may reasonably request.

      Each determination and calculation made by a Lender under this Section 4.1
shall, absent manifest error, be binding and conclusive on the parties hereto.
Any conversions of Eurodollar Loans made pursuant to this Section 4.1 shall
subject the Borrowers to the payments required by Section 4.3 to the extent
applicable. This Section shall survive termination of this Credit Agreement and
the other Credit Documents and payment of the Loans and all other amounts
payable hereunder.

      4.2   CAPITAL ADEQUACY.

      If any Lender has determined that the adoption or becoming effective,
after the date hereof, of any applicable law, rule or regulation regarding
capital adequacy, or any change therein (after the date hereof), or any change
in the interpretation or administration thereof by any Governmental Authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by such Lender (or its parent corporation)
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, has or would have the effect of reducing the rate of return on such
Lender's (or parent corporation's) capital or assets as a consequence of its
commitments or obligations hereunder to a level below that which such Lender (or
its parent corporation) could have achieved but for such adoption,
effectiveness, change or compliance (taking into consideration such Lender's (or
parent corporation's) policies with respect to capital adequacy), then, upon
notice from such Lender (which shall include the basis and calculations in
reasonable detail supporting the compensation requested in such notice), and
receipt by the Borrowers of such written notice from such Lender (with a copy to
the Agent) the Borrowers shall be obligated to pay to such Lender such
additional amount or amounts as will compensate such Lender on an after tax
basis (after taking into account applicable deductions and credits in respect of
the amount so indemnified) for such reduction provided that no such amount shall
be payable with respect to any period commencing more than 90 days prior to the
date such Lender first notifies the Borrowers of its intention to demand
compensation therefor under this Section. Each determination by any Lender of
amounts owing under this Section 4.2 shall, absent manifest error, be conclusive
and binding on the parties hereto. The covenants of this Section 4.2 shall
survive termination of this

                                       31
<PAGE>

Credit Agreement and the other Credit Documents and the payment of the Loans and
all other amounts payable hereunder.

      4.3   COMPENSATION.

      The Borrowers promise to indemnify each Lender and to hold each Lender
harmless from any loss or expense which such Lender may sustain or incur as a
consequence of (a) default by the Borrowers in making a borrowing of, conversion
into or continuation of Eurodollar Loans after the Borrowers have given a notice
requesting the same in accordance with the provisions of this Credit Agreement,
(b) default by the Borrowers in making any prepayment of a Eurodollar Loan after
the Borrowers have given a notice thereof in accordance with the provisions of
this Credit Agreement, (c) the making of a prepayment of Eurodollar Loans on a
day which is not the last day of an Interest Period with respect thereto and (d)
the payment, continuation or conversion of a Eurodollar Loan on a day which is
not the last day of the Interest Period applicable thereto or the failure to
repay a Eurodollar Loan when required by the terms of this Credit Agreement.
Such indemnification may include an amount equal to (i) an amount of interest
calculated at the Eurodollar Rate which would have accrued on the amount in
question, for the period from the date of such prepayment or of such failure to
borrow, convert, continue or repay to the last day of the applicable Interest
Period (or, in the case of a failure to borrow, convert or continue, the
Interest Period that would have commenced on the date of such failure) in each
case at the applicable rate of interest for such Eurodollar Loans provided for
herein minus (ii) the amount of interest (as reasonably determined by such
Lender) which would have accrued to such Lender on such amount by placing such
amount on deposit for a comparable period with leading banks in the interbank
Eurocurrency market. If any Lender becomes entitled to claim any additional
amounts pursuant to this Section 4.3, it shall provide prompt notice thereof to
the Borrower, through the Agent, as to the additional amount demanded by such
Lender and a reasonably detailed explanation of the calculation thereof. The
covenants in this Section 4.3 shall survive the termination of this Credit
Agreement and the payment of the Loans and all other amounts payable hereunder.

      4.4   TAXES.

            (a)   Except as provided below in this Section 4.4, all payments
      made by the Borrowers under this Credit Agreement and any Notes shall be
      made free and clear of, and without deduction 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 court,
      or governmental body, agency or other official, excluding taxes measured
      by or imposed upon the net income of any Lender or its applicable lending
      office, or any branch or affiliate thereof, and all franchise taxes,
      branch taxes, taxes on doing business or taxes on the capital or net worth
      of any Lender or its applicable lending office, or any branch or affiliate
      thereof, in each case imposed in lieu of net income taxes: (i) by the
      jurisdiction under the laws of which such Lender, applicable lending
      office, branch or affiliate is organized or is located, or in which its
      principal executive office is located, or any nation within which such
      jurisdiction is located or any political subdivision thereof; or (ii) by
      reason of any connection between the jurisdiction imposing such tax and
      such Lender, applicable lending office, branch or affiliate other than a
      connection arising solely from such Lender having executed, delivered or

                                       32
<PAGE>

      performed its obligations, or received payment under or enforced, this
      Credit Agreement or any Notes. If any such non-excluded taxes, levies,
      imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded
      Taxes") are required to be withheld from any amounts payable to an Agent
      or any Lender hereunder or under any Notes, (A) the amounts so payable to
      the Agent or such Lender shall be increased to the extent necessary to
      yield to the Agent or such Lender (after payment of all Non-Excluded
      Taxes) interest or any such other amounts payable hereunder at the rates
      or in the amounts specified in this Credit Agreement and any Notes,
      provided, however, that the Borrowers shall be entitled to deduct and
      withhold any Non- Excluded Taxes and shall not be required to increase any
      such amounts payable to any Lender that is not organized under the laws of
      the United States of America or a state thereof if such Lender fails to
      comply with the requirements of paragraph (b) of this Section 4.4 whenever
      any Non-Excluded Taxes are payable by the Borrowers, and (B) as promptly
      as possible after requested, the Borrowers shall send to the Agent for its
      own account or for the account of such Lender, as the case may be, a
      certified copy of an original official receipt received by the Borrowers
      showing payment thereof. If the Borrowers fail to pay any Non-Excluded
      Taxes when due to the appropriate taxing authority or fails to remit to
      the Agent the required receipts or other required documentary evidence,
      the Borrowers shall indemnify the Agent and any Lender for any incremental
      Non-Excluded Taxes, interest or penalties that may become payable by the
      Agent or any Lender as a result of any such failure. The agreements in
      this Section 4.4 shall survive the termination of this Credit Agreement
      and the payment of the Loans and all other amounts payable hereunder.

            (b)   Each Lender that is not incorporated under the laws of the
      United States of America or a state thereof shall:

                  (i)   (A) on or before the date of any payment by the
                        Borrowers under this Credit Agreement or the Notes to
                        such Lender, deliver to the Borrowers and the Agent (x)
                        two duly completed copies of United States Internal
                        Revenue Service Form W-8BEN or W-8ECI, or any successor
                        applicable form, as the case may be, certifying that it
                        is entitled to receive payments under this Credit
                        Agreement and any Notes without deduction or withholding
                        of any United States federal income taxes and (y) an
                        Internal Revenue Service Form W-8 or W-9, or successor
                        applicable form, as the case may be, certifying that it
                        is entitled to an exemption from United States backup
                        withholding tax;

                        (B) deliver to the Borrowers and the Agent two further
                        copies of any such form or certification on or before
                        the date that any such form or certification expires or
                        becomes obsolete and after the occurrence of any event
                        requiring a change in the most recent form previously
                        delivered by it to the Borrower; and

                        (C) obtain such extensions of time for filing and
                        complete such forms or certifications as may reasonably
                        be requested by the Borrowers or the Agent; or

                                       33
<PAGE>

                  (ii)  in the case of any such Lender that is not a "bank"
            within the meaning of Section 881(c)(3)(A) of the Internal Revenue
            Code, (A) represent to the Borrowers (for the benefit of the
            Borrowers and the Agent) that it is not a bank within the meaning of
            Section 881 (c)(3)(A) of the Internal Revenue Code, (B) agree to
            furnish to the Borrowers, on or before the date of any payment by
            the Borrowers, with a copy to the Agent, two accurate and complete
            original signed copies of Internal Revenue Service Form W-8, or
            successor applicable form, certifying to such Lender's legal
            entitlement at the date of such certificate to an exemption from
            U.S. withholding tax under the provisions of Section 881(c) of the
            Internal Revenue Code with respect to payments to be made under this
            Credit Agreement and any Notes (and to deliver to the Borrowers and
            the Agent two further copies of such form on or before the date it
            expires or becomes obsolete and after the occurrence of any event
            requiring a change in the most recently provided form and, if
            necessary, obtain any extensions of time reasonably requested by the
            Borrowers or the Agent for filing and completing such forms), and
            (C) agree, to the extent legally entitled to do so, upon reasonable
            request by the Borrowers, to provide to the Borrowers (for the
            benefit of the Borrowers and the Agent) such other forms as may be
            reasonably required in order to establish the legal entitlement of
            such Lender to an exemption from withholding with respect to
            payments under this Credit Agreement and any Notes.

      Notwithstanding the above, if any change in treaty, law or regulation has
occurred after the date such Person becomes a Lender hereunder which renders all
such forms inapplicable or which would prevent such Lender from duly completing
and delivering any such form with respect to it and such Lender so advises the
Borrowers and the Agent, then such Lender shall be exempt from such
requirements. Each Person that shall become a Lender or a participant of a
Lender pursuant to Section 11.3 shall, upon the effectiveness of the related
transfer, be required to provide all of the forms, certifications and statements
required pursuant to this subsection (b); provided that in the case of a
participant of a Lender, the obligations of such participant of a Lender
pursuant to this subsection (b) shall be determined as if the participant of a
Lender were a Lender except that such participant of a Lender shall furnish all
such required forms, certifications and statements to the Lender from which the
related participation shall have been purchased.

      4.5   REPLACEMENT OF LENDERS.

      The Agent and each Lender shall use reasonable efforts to avoid or
mitigate any increased cost or suspension of the availability of an interest
rate under Sections 4.1 through 4.4 above to the greatest extent practicable
(including transferring the Loans to another lending office or Affiliate of a
Lender) unless, in the opinion of the Agent or such Lender, such efforts would
be likely to have an adverse effect upon it. In the event a Lender makes a
request to the Borrowers for additional payments in accordance with Section 4.1,
4.2 or 4.4, or suspends Eurodollar Loans under Section 4.1, then, provided that
no Default or Event of Default has occurred and is continuing at such time, the
Borrowers may, at their own expense (such expense to include any transfer fee

                                       34
<PAGE>

payable to the Agent under Section 11.3(b) and any expense pursuant to Section
4) and in its sole discretion, require such Lender to transfer and assign in
whole (but not in part), without recourse (in accordance with and subject to the
terms and conditions of Section 11.3(b)), all of its interests, rights and
obligations under this Credit Agreement to an Eligible Assignee which shall
assume such assigned obligations (which assignee may be another Lender, if a
Lender accepts such assignment); provided that (a) such assignment shall not
conflict with any law, rule or regulation or order of any court or other
Governmental Authority and (b) the Borrowers or such assignee shall have paid to
the assigning Lender in immediately available funds the principal of and
interest accrued to the date of such payment on the portion of the Loans
hereunder held by such assigning Lender and all other amounts owed to such
assigning Lender hereunder, including amounts owed pursuant to Sections 4.1
through 4.4.

                                   SECTION 5.

                              CONDITIONS PRECEDENT

      5.1   CLOSING CONDITIONS.

      The obligation of the Lenders to enter into this Credit Agreement is
subject to satisfaction (or waiver) of the following conditions:

            (a)   Executed Credit Documents. Receipt by the Agent of duly
      executed copies of (i) this Credit Agreement, (ii) the Notes and (iii) all
      other Credit Documents, each in form and substance acceptable to the
      Lenders.

            (b)   Organizational Documents.

                  (i)   Receipt by the Agent of the following with respect to
            Duke Energy Field Services, LLC:

                        (A)   Certificate of Formation. A copy of the
                  certificate of formation of such Borrower certified to be true
                  and complete by the appropriate Governmental Authority of the
                  State of Delaware and certified by an authorized officer of
                  such Borrower to be true and correct as of the Effective Date.

                        (B)   LLC Agreement. A copy of the LLC Agreement of such
                  Borrower certified by an authorized officer of such Borrower
                  to be true and correct as of the Effective Date.

                        (C)   Resolutions. Copies of resolutions of the members
                  of such Borrower approving and adopting the Credit Documents
                  to which such Borrower is a party, the transactions
                  contemplated therein and authorizing execution and delivery
                  thereof and certified by an authorized officer of such
                  Borrower to be in full force and effect as of the Effective
                  Date.

                                       35
<PAGE>

                        (D)   Good Standing. Copies of certificates of good
                  standing, existence or their equivalent with respect to such
                  Borrower certified as of a recent date by the appropriate
                  Governmental Authorities of the State of Delaware.

                        (E)   Incumbency. An incumbency certificate certified by
                  an authorized officer to be true and correct as of the
                  Effective Date.

                  (ii)  Receipt by the Agent of the following with respect to
            Duke Energy Field Services Corporation:

                        (A)   Charter Documents. Copies of the articles or
                  certificates of incorporation or other charter documents of
                  such Borrower certified to be true and complete as of a recent
                  date by the appropriate Governmental Authority of the State of
                  Delaware and certified by a secretary or assistant secretary
                  of such Borrower to be true and correct as of the Effective
                  Date.

                        (B)   Bylaws. A copy of the bylaws or other governing
                  documents of such Borrower certified by a secretary or
                  assistant secretary of such Borrower to be true and correct as
                  of the Effective Date.

                        (C)   Resolutions. Copies of resolutions of the Board of
                  Directors of such Borrower approving and adopting the Credit
                  Documents to which it is a party, the transactions
                  contemplated therein and authorizing execution and delivery
                  thereof, certified by a secretary or assistant secretary of
                  such Borrower to be true and correct and in force and effect
                  as of the Effective Date.

                        (D)   Good Standing. Copies of certificates of good
                  standing, existence or its equivalent with respect to such
                  Borrower certified as of a recent date by the appropriate
                  Governmental Authorities of the State of Delaware.

                        (E)   Incumbency. An incumbency certificate of such
                  Borrower certified by a secretary or assistant secretary to be
                  true and correct as of the Effective Date.

            (c)   Opinion of Counsel. Receipt by the Agent of an opinion from
      legal counsel to the Borrowers, addressed to the Agent on behalf of the
      Lenders and dated as of the Effective Date, in form and substance
      satisfactory to the Agent.

            (d)   Financial Statements. Receipt by the Lenders of such financial
      information regarding the Borrowers as the Lenders may reasonably request,
      including receipt, not later than five Business Days prior to the Closing
      Date, of the unaudited consolidated balance sheet of Duke Energy Field
      Services, LLC and its subsidiaries for the period of three fiscal quarters
      ended September 30, 2003 and the related statements of cash flows,
      capitalization and retained earnings for such fiscal period.

                                       36
<PAGE>

            (e)   Fees and Expenses. Payment by the Borrowers of all fees and
      expenses owed by it to the Lenders and the Agent, including, without
      limitation, payment to the Agent of the fees set forth in the Fee Letter.

            (f)   Litigation. As of the Closing Date, there shall be no material
      actions, suits, investigations or legal, equitable, arbitration or
      administrative proceedings pending or threatened against a Borrower which
      are likely to be decided adversely to such Borrower and if so decided
      would have a Material Adverse Effect.

            (g)   Material Adverse Effect. As of the Closing Date, no event or
      condition shall have occurred since September 30, 2003 that would have or
      would be reasonably expected to have a Material Adverse Effect.

            (h)   Borrowers' Certificate. The Agent shall have received a
      certificate or certificates executed by an Approved Officer of the
      Borrowers, on behalf of the Borrowers, as of the Closing Date stating that
      (i) the Borrowers are in compliance with all existing financial
      obligations, unless such non-compliance would not have a Material Adverse
      Effect, (ii) no action, suit, investigation or proceeding is pending or,
      to such officer's knowledge, threatened in any court or before any
      arbitrator or governmental instrumentality that purports to affect a
      Borrower or any transaction contemplated by the Credit Documents, if such
      action, suit, investigation or proceeding is likely to be adversely
      determined and if adversely determined would have a Material Adverse
      Effect, (iii) the financial statements and information delivered to the
      Agent on or before the Closing Date were prepared in good faith and in
      accordance with GAAP, (iv) the amount of Off Balance Sheet Indebtedness of
      the Borrowers as of September 30, 2003, as set forth on a schedule
      attached thereto, is true and correct and (v) immediately after giving
      effect to this Credit Agreement, the other Credit Documents and all the
      transactions contemplated herein and therein to occur on such date, (A) no
      Default or Event of Default exists and (B) all representations and
      warranties contained herein and in the other Credit Documents are true and
      correct in all material respects on and as of the date made.

            (i)   Existing Credit Facility. All loans and obligations under the
      Existing Credit Facility shall have been paid in full and all commitments
      thereunder shall have terminated.

            (j)   Other. Receipt by the Lenders of such other documents,
      instruments, agreements or information as reasonably requested by any
      Lender.

            (l)   Minimum Commitments. The aggregate amount of Commitments of
      all Lenders on the Closing Date shall be not less than $200,000,000.

      5.2   CONDITIONS TO LOANS AND ISSUANCES OF LETTERS OF CREDIT.

      In addition to the conditions precedent stated elsewhere herein, the
Lenders shall not be obligated to make new Loans nor shall the Issuing Lender be
required to issue, renew or extend a Letter of Credit (and the Lenders shall not
be obligated to participate in any Letter of Credit) unless:

                                       37
<PAGE>

            (a)   Request. The Borrowers shall have timely delivered (i) in the
      case of any new Loan, to the Agent, an appropriate Notice of Borrowing,
      duly executed and completed, by the time specified in Section 2.1 and (ii)
      in the case of any Letter of Credit, to the Issuing Lender, an appropriate
      request for issuance of a Letter of Credit in accordance with the
      provisions of Section 2.2.

            (b)   Representations and Warranties. The representations and
      warranties made by the Borrowers in this Credit Agreement are true and
      correct in all material respects at and as if made as of the date of the
      funding of the Loans or the issuance, renewal or extension of the Letters
      of Credit, as applicable (except to the extent such representations and
      warranties expressly and exclusively relate to an earlier date).

            (c)   No Default. No Default or Event of Default shall exist or be
      continuing either prior to or after giving effect thereto.

            (d)   Availability. Immediately after giving effect to the making of
      a Loan (and the application of the proceeds thereof) or to the issuance of
      a Letter of Credit, as the case may be, the sum of the Loans outstanding
      plus LOC Obligations outstanding shall not exceed the Revolving Committed
      Amount.

      The delivery of each Notice of Borrowing and each request for a Letter of
Credit shall constitute a representation and warranty by the Borrowers of the
correctness of the matters specified in subsections (b), (c) and (d) above.

                                   SECTION 6.

                         REPRESENTATIONS AND WARRANTIES

      The Borrowers hereby represents and warrants to each Lender that:

      6.1   ORGANIZATION AND GOOD STANDING.

      Each Borrower (a) is a limited liability company or a corporation duly
formed, validly existing and in good standing under the laws of the State of
Delaware, (b) is duly qualified and in good standing as a foreign limited
liability company or corporation authorized to do business in every jurisdiction
where the failure to so qualify would have a Material Adverse Effect and (c) has
the requisite power and authority to own its properties and to carry on its
business as now conducted and as proposed to be conducted.

      6.2   DUE AUTHORIZATION.

      Each Borrower (a) has the requisite power and authority to execute,
deliver and perform this Credit Agreement and the other Credit Documents and to
incur the obligations herein and therein provided for and (b) has been
authorized by all necessary corporate, partnership or limited liability company
action to execute, deliver and perform this Credit Agreement and the other
Credit Documents.

                                       38
<PAGE>

      6.3   NO CONFLICTS.

      Neither the execution and delivery of the Credit Documents, nor the
consummation of the transactions contemplated herein and therein, nor
performance of and compliance with the terms and provisions hereof and thereof
by each Borrower will (a) violate or conflict with any provision of its
organizational documents or bylaws, (b) materially violate, contravene or
conflict with any law (including without limitation, the Public Utility Holding
Company Act of 1935, as amended), regulation (including without limitation,
Regulation U or Regulation X), order, writ, judgment, injunction, decree or
permit applicable to it, (c) materially violate, contravene or conflict with
contractual provisions of, or cause an event of default under, any indenture,
loan agreement, mortgage, deed of trust, contract or other agreement or
instrument to which it is a party or by which it may be bound or (d) result in
or require the creation of any Lien upon or with respect to its properties.

      6.4   CONSENTS.

      No consent, approval, authorization or order of, or filing, registration
or qualification with, any court or Governmental Authority or third party is
required in connection with the execution, delivery or performance of this
Credit Agreement or any of the other Credit Documents that has not been
obtained.

      6.5   ENFORCEABLE OBLIGATIONS.

      This Credit Agreement and the other Credit Documents have been duly
executed and delivered and constitute legal, valid and binding obligations of
the Borrowers enforceable against the Borrowers in accordance with their
respective terms, except as may be limited by bankruptcy or insolvency laws or
similar laws affecting creditors' rights generally or by general equitable
principles.

      6.6   FINANCIAL CONDITION.

      The financial statements delivered to the Lenders pursuant to Section
5.1(d) and pursuant to Section 7.1(a) and (b): (i) have been prepared in
accordance with GAAP (subject to the provisions of Section 1.3) and (ii) present
fairly the financial condition, results of operations and cash flows of the
Borrowers as of such date and for such periods (subject, in the case of interim
statements, to normal year-end adjustments and the absence of footnotes).

      6.7   TAXES.

      Each Borrower and each of its Material Subsidiaries has filed, or caused
to be filed, all material tax returns (federal, state, local and foreign)
required to be filed and paid all amounts of taxes shown thereon to be due
(including interest and penalties) and has paid all other taxes, fees,
assessments and other governmental charges (including mortgage recording taxes,
documentary stamp taxes and intangibles taxes) owing by it, except (a) for such
taxes which are not yet delinquent or that are being contested in good faith and
by proper proceedings, and against which adequate reserves are being maintained
in accordance with GAAP or (b) where such nonfiling or nonpayment would not have
a Material Adverse Effect.

                                       39
<PAGE>

      6.8   COMPLIANCE WITH LAW.

      Each Borrower and each of its Material Subsidiaries is in compliance with
all laws, rules, regulations, orders, decrees and requirements of Governmental
Authorities applicable to it or to its properties (including, without
limitation, ERISA, the Code and Environmental Laws), except (a) where the
necessity of compliance therewith is being contested in good faith by
appropriate proceedings or (b) such failure to comply would not have or would
not be reasonably expected to have a Material Adverse Effect.

      6.9   USE OF PROCEEDS; MARGIN STOCK.

      The proceeds of the Loans hereunder will be used solely for the purposes
specified in Section 7.7. None of such proceeds will be used for the purpose of
(a) purchasing or carrying any "margin stock" as defined in Regulation U or
Regulation X, (b) for the purpose of reducing or retiring any Indebtedness which
was originally incurred to purchase or carry "margin stock", (c) for any other
purpose which might constitute this transaction a "purpose credit" within the
meaning of Regulation U or Regulation X or (d) for the acquisition of another
Person unless the board of directors (or other comparable governing body) or
stockholders, as appropriate, of such Person has approved such acquisition.

      6.10  GOVERNMENT REGULATION.

      Each Borrower is exempt from the registration provisions of the Public
Utility Holding Company Act of 1935, as amended. Neither Borrower is an
"investment company" registered or required to be registered under the
Investment Company Act of 1940, as amended, or controlled by such a company.

      6.11  SOLVENCY.

      Each Borrower is and, after the consummation of the transactions
contemplated by this Credit Agreement, will be Solvent.

      6.12  ENVIRONMENTAL MATTERS.

      Except as would not result or be reasonably expected to result in a
Material Adverse Effect: (a) each of the properties of the Borrowers (the
"Properties") and all operations at the Properties are in compliance with all
applicable Environmental Laws, (b) there is no violation of any Environmental
Law with respect to the Properties or the businesses operated by the Borrowers
(the "Businesses"), and (c) there are no conditions relating to the Businesses
or Properties that would reasonably be expected to give rise to a liability
under any applicable Environmental Laws.

      6.13  SUBSIDIARIES.

      Set forth on Schedule 6.13 is a list of all Material Subsidiaries of the
Borrowers.

                                       40
<PAGE>

      6.14  LITIGATION.

      There are no actions, suits or legal, equitable, arbitration or
administrative proceedings, pending or, to the knowledge either of the
Borrowers, threatened against a Borrower which (a) are likely to be decided
adversely against a Borrower and (b) if so decided would have or would
reasonably be expected to have a Material Adverse Effect.

                                   SECTION 7.

                              AFFIRMATIVE COVENANTS

      Each Borrower hereby covenants and agrees that so long as this Credit
Agreement is in effect and until the Loans and LOC Obligations, together with
interest, fees and other obligations hereunder, have been paid in full and the
Commitments and Letters of Credit shall have terminated:

      7.1   INFORMATION COVENANTS.

      The Borrowers will furnish, or cause to be furnished, to the Agent for
further distribution to each Lender:

            (a)   Annual Financial Statements. As soon as available, and in any
      event within 95 days after the close of each fiscal year of the Borrowers
      (including, without limitation, the fiscal year ending December 31, 2003),
      a consolidated balance sheet of the Borrowers and their Subsidiaries as of
      the end of such fiscal year, together with a related consolidated income
      statement and related statements of cash flows, capitalization and
      retained earnings for such fiscal year, setting forth in comparative form
      figures for the preceding fiscal year, all such financial information
      described above to be audited by independent certified public accountants
      of recognized national standing and whose opinion, which shall be
      furnished to the Agent, shall be to the effect that such financial
      statements have been prepared in accordance with GAAP (except for changes
      with which such accountants concur); provided that the Borrowers' Form
      10-K Annual Report as filed with the Securities and Exchange Commission,
      without exhibits, will satisfy the requirements of this Section 7.1(a).

            (b)   Quarterly Financial Statements. As soon as available, and in
      any event within 50 days after the close of each fiscal quarter of the
      Borrowers (other than the fourth fiscal quarter) a consolidated balance
      sheet of the Borrowers and their Subsidiaries as of the end of such fiscal
      quarter, together with a related consolidated income statement and related
      statement of cash flows for such fiscal quarter in each case setting forth
      in comparative form figures for the corresponding period of the preceding
      fiscal year, and accompanied by a certificate of an Approved Officer of
      the Borrowers to the effect that such quarterly financial statements
      fairly present in all material respects the financial condition of the
      Borrowers and have been prepared in accordance with GAAP, subject to
      changes resulting from audit and normal year-end audit adjustments to
      same; provided that the Borrowers' Form 10-Q Quarterly Report as filed
      with the Securities and Exchange Commission, without exhibits, will
      satisfy the requirements of this Section 7.1(b).

                                       41
<PAGE>

            (c)   Officer's Certificate. At the time of delivery of the
      financial statements provided for in Sections 7.1(a) and 7.1(b) above, a
      certificate of an Approved Officer of the Borrowers, substantially in the
      Form of Exhibit 7.1(c), (i) demonstrating compliance with the financial
      covenants contained in Sections 7.10 and 7.11 by calculation thereof as of
      the end of each such fiscal period, (ii) stating that no Default or Event
      of Default exists, or if any Default or Event of Default does exist,
      specifying the nature and extent thereof and what action the Borrowers
      propose to take with respect thereto, (iii) setting forth the amount of
      Off Balance Sheet Indebtedness of the Borrowers as of the end of each such
      fiscal period and (iv) updating Schedule 6.13 with respect to Material
      Subsidiaries, if appropriate.

            (d)   Reports. Promptly upon transmission or receipt thereof, copies
      of any filings and registrations with, and reports to or from, the
      Securities and Exchange Commission, or any successor agency, and copies of
      all financial statements, proxy statements, notices and reports as a
      Borrower shall send to its equityholders.

            (e)   Notices. Within five days after any officer of a Borrower with
      responsibility relating thereto obtaining knowledge thereof, the Borrowers
      will give written notice to the Agent immediately of (i) the occurrence of
      a Default or Event of Default, specifying the nature and existence thereof
      and what action the Borrowers propose to take with respect thereto, and
      (ii) the occurrence of any of the following with respect to the Borrowers:
      (A) the pendency or commencement of any litigation, arbitral or
      governmental proceeding against a Borrower the claim of which is likely to
      be decided adversely to such Borrower and, if adversely determined, would
      have or would be reasonably expected to have a Material Adverse Effect or
      (B) the institution of any proceedings against a Borrower with respect to,
      or the receipt of notice by such Person of potential liability or
      responsibility for violation or alleged violation of, any federal, state
      or local law, rule or regulation (including, without limitation, any
      Environmental Law) that is likely to be decided adversely to a Borrower
      and, if adversely decided, would have a Material Adverse Effect.

            (f)   ERISA. Upon a Borrower or any ERISA Affiliate obtaining
      knowledge thereof, the Borrowers will give written notice to the Agent
      promptly (and in any event within five Business Days) of: (i) any event or
      condition, including, but not limited to, any Reportable Event, that
      constitutes, or would be reasonably expected to lead to, a Termination
      Event if such Termination Event would have a Material Adverse Effect; (ii)
      with respect to any Multiemployer Plan, the receipt of notice as
      prescribed in ERISA or otherwise of any withdrawal liability assessed
      against a Borrower or any ERISA Affiliate, or of a determination that any
      Multiemployer Plan is in reorganization or insolvent (both within the
      meaning of Title IV of ERISA); (iii) the failure to make full payment on
      or before the due date (including extensions) thereof of all amounts which
      a Borrower or any of its Subsidiaries or ERISA Affiliates is required to
      contribute to each Plan pursuant to its terms and as required to meet the
      minimum funding standard set forth in ERISA and the Code with respect
      thereto; or (iv) any change in the funding status of any Plan that would
      have or would be reasonably expected to have a Material Adverse Effect;
      together, with a description of any such event or condition or a copy of
      any such notice and a statement by an officer of a Borrower briefly
      setting forth the details regarding such event, condition, or notice, and
      the action, if any, which has been or is being taken or is proposed to be
      taken

                                       42
<PAGE>

      with respect thereto. Promptly upon request, each Borrower shall furnish
      the Agent and each of the Lenders with such additional information
      concerning any Plan as may be reasonably requested, including, but not
      limited to, copies of each annual report/return (Form 5500 series), as
      well as all schedules and attachments thereto required to be filed with
      the Department of Labor and/or the Internal Revenue Service pursuant to
      ERISA and the Code, respectively, for each "plan year" (within the meaning
      of Section 3(39) of ERISA).

            (g)   Debt Rating Changes. Upon any change in its Debt Rating, the
      Borrowers shall promptly deliver such information to the Agent.

            (h)   Other Information. With reasonable promptness upon any such
      request, such other information regarding the business, properties or
      financial condition of the Borrowers and their Subsidiaries as the Agent
      or any Lender may reasonably request.

      Information required to be delivered pursuant to this Sections 7.1(a),
7.1(b) and 7.1(d) shall be deemed to have been delivered on the earlier of (A)
the date on which such information is posted by the Agent on behalf of the
Borrowers on IntraLinks or (B) the date on which the Borrowers provide notice to
the Agent for further delivery to each Lender that such information has been
posted on the Securities and Exchange Commission website on the Internet at
www.sec.gov/edgar/searchedgar/webusers.htm or at another website identified in
such notice and accessible by the Lenders without charge; provided that (i) any
such notice may be included in a certificate delivered pursuant to Section
7.1(c) and (ii) the Borrowers shall deliver paper copies of the information
referred to in Sections 7.1(a), 7.1(b) and 7.1(d), to any Lender that requests
such delivery.

      7.2   PRESERVATION OF EXISTENCE AND FRANCHISES.

      Each Borrower will, and will cause each Material Subsidiary to, do all
things necessary to preserve and keep in full force and effect its existence and
rights, franchises and authority; provided, however, that, subject to Section
8.3, a Borrower shall not be required to preserve any such existence, right or
franchise if it in good faith determines that preservation thereof is no longer
necessary or desirable in the conduct of its business and that the loss thereof
is not disadvantageous in any material respect to the Lenders.

      7.3   BOOKS AND RECORDS.

      Each Borrower will keep, and will cause its Material Subsidiaries to keep,
complete and accurate books and records of its transactions in accordance with
good accounting practices on the basis of GAAP (including the establishment and
maintenance of appropriate reserves).

      7.4   COMPLIANCE WITH LAW.

      Each Borrower will comply, and will cause each Material Subsidiary to
comply, with all laws (including, without limitation, all Environmental Laws and
ERISA laws), rules, regulations and orders, and all applicable restrictions
imposed by all Governmental Authorities, applicable to it and its property, if
(a) the failure to comply would have or would be reasonably expected to have a

                                       43
<PAGE>

Material Adverse Effect or (b) the necessity of compliance therewith is being
contested in good faith by appropriate proceedings.

      7.5   PAYMENT OF TAXES AND OTHER INDEBTEDNESS.

      Each Borrower will, and will cause each Material Subsidiary to, pay,
settle or discharge (a) all taxes, assessments and governmental charges or
levies imposed upon it, or upon its income or profits, or upon any of its
properties, before they shall become delinquent, (b) all lawful claims
(including claims for labor, materials and supplies) which, if unpaid, might
give rise to a Lien upon any of its properties, and (c) all of its other
Indebtedness as it shall become due; provided, however, that no Borrower shall
be required to pay any such tax, assessment, charge, levy, claim or Indebtedness
which (i) is being contested in good faith by appropriate proceedings and as to
which adequate reserves therefor have been established in accordance with GAAP
or (ii) the nonpayment of which would not have a Material Adverse Effect.

      7.6   MAINTENANCE OF PROPERTY; INSURANCE.

            (a)   Each Borrower will keep, and will cause each Material
      Subsidiary to keep, all property useful and necessary in its business in
      good working order and condition, ordinary wear and tear excepted.

            (b)   Each Borrower will, and will cause each of its Material
      Subsidiaries to, maintain (either in the name of such Borrower or in such
      Material Subsidiary's own name) with financially sound and responsible
      insurance companies, insurance on all their respective properties in at
      least such amounts and against at least such risks (and with such risk
      retention) as are usually insured against by companies of established
      repute engaged in the same or a similar business; provided that
      self-insurance by a Borrower or any such Material Subsidiary shall not be
      deemed a violation of this covenant to the extent that companies engaged
      in similar businesses and owning similar properties in the same general
      areas in which the Borrowers or such Material Subsidiary operates
      self-insure.

      7.7   USE OF PROCEEDS.

      The proceeds of the Loans may be used solely (a) to repay any amounts
owing under the Existing Credit Facility, (b) to provide credit support for each
Borrower's commercial paper and (c) for working capital and other general
corporate purposes of each Borrower. The Borrowers will use the Letters of
Credit solely for the purposes set forth in Section 2.2(a).

      7.8   AUDITS/INSPECTIONS.

      Upon reasonable notice and during normal business hours, each Borrower
will, and will cause its Material Subsidiaries to, permit representatives
appointed by the Agent, including, without limitation, independent accountants,
agents, attorneys, and appraisers to visit and inspect each Borrower's and its
Material Subsidiaries' property, including its books and records, its accounts
receivable and inventory, each Borrower's and its Material Subsidiaries'
facilities and its other business assets, and to make photocopies or photographs
thereof and to write down and record any information such representatives obtain
and shall permit the Agent or its representatives to

                                       44
<PAGE>

investigate and verify the accuracy of information provided to the Lenders and
to discuss all such matters with the officers, employees and representatives of
each Borrower and its Material Subsidiaries.

      7.9   MAINTENANCE OF OWNERSHIP.

      Each Borrower will maintain ownership of all Capital Stock of each
Material Subsidiary, directly or indirectly, free and clear of all Liens except
as permitted by Section 8.3. The Borrowers will take such action as necessary to
ensure that, on and after the date of the Merger, Duke Energy Field Services,
LLC will be (and will remain) a wholly owned Subsidiary, direct or indirect, of
Duke Energy Field Services Corporation unless Duke Energy Field Services, LLC is
merged with and into Duke Energy Field Services Corporation.

      7.10  DEBT TO CAPITALIZATION RATIO.

      The Debt to Capitalization Ratio shall, at all times, be less than or
equal to the following:

            (a)   From the Effective Date until but not including the earlier of
      (i) the date on which the Merger is consummated and (ii) the date on which
      a Corporate Conversion occurs, .53 to 1.0; and

            (b)   From the earlier of (i) the date on which the Merger is
      consummated and (ii) the date on which a Corporate Conversion occurs and
      thereafter, .57 to 1.0.

      7.11  INTEREST COVERAGE RATIO.

      The Consolidated Interest Coverage Ratio shall, as at the end of each
fiscal quarter, be equal to or greater than 2.5:1.0.

                                   SECTION 8.

                               NEGATIVE COVENANTS

      Each Borrower hereby covenants and agrees that so long as this Credit
Agreement is in effect and until the Loans and LOC Obligations, together with
interest, fees and other obligations hereunder, have been paid in full and the
Commitments and Letters of Credit shall have terminated:

      8.1   NATURE OF BUSINESS.

      The Borrowers will not, and will not permit any of their Material
Subsidiaries to, materially alter the character of their business on a
consolidated basis from that conducted as of the Closing Date.

      8.2.  LIENS.

      A Borrower will not create, assume or suffer to exist any Lien on any
asset now owned or hereafter acquired by it or any of its Material Subsidiaries,
except for the following:

                                       45
<PAGE>

            (a)   Liens granted by such Borrower or any Material Subsidiary
      existing on the date of this Credit Agreement securing Indebtedness
      outstanding on the date of this Credit Agreement as set forth on Schedule
      8.2.

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

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

            (d)   any Lien on any asset securing Indebtedness incurred or
      assumed for the purpose of financing all or any part of the cost of
      acquiring such asset; provided that such Lien attaches to such asset
      concurrently with or within 180 days after the acquisition thereof.

            (e)   any Lien arising out of the refinancing, extension, renewal or
      refunding of any Indebtedness secured by any Lien permitted by any of the
      foregoing clauses of this Section 8.2; provided that such Indebtedness is
      not increased and is not secured by any additional assets.

            (f)   Liens for taxes, assessments or other governmental charges or
      levies not yet due or which are being contested in good faith by
      appropriate proceedings and with respect to which adequate reserves or
      other appropriate provisions are being maintained in accordance with GAAP.

            (g)   statutory Liens of landlords and Liens of carriers,
      warehousemen, mechanics, materialmen and interest owners of oil and gas
      production and other Liens imposed by law, created in the ordinary course
      of business and for amounts not past due for more than 60 days or which
      are being contested in good faith by appropriate proceedings which are
      sufficient to prevent imminent foreclosure of such Liens, are promptly
      instituted and diligently conducted and with respect to which adequate
      reserves or other appropriate provisions are being maintained in
      accordance with GAAP.

            (h)   Liens incurred or deposits made in the ordinary course of
      business (including, without limitation, surety bonds and appeal bonds) in
      connection with workers' compensation, unemployment insurance and other
      types of social security benefits or to secure the performance of tenders,
      bids, leases, contracts (other than for the repayment of Indebtedness),
      statutory obligations and other similar obligations or arising as a result
      of progress payments under government contracts.

            (i)   easements (including, without limitation, reciprocal easement
      agreements and utility agreements), rights-of-way, covenants, consents,
      reservations, encroachments, variations and other restrictions, charges or
      encumbrances (whether or not recorded) affecting the use of real property.

            (j)   Liens with respect to judgments and attachments which do not
      result in an Event of Default.

                                       46
<PAGE>

            (k)   Liens, deposits or pledges to secure the performance of bids,
      tenders, contracts (other than contracts for the payment of money), leases
      (permitted under the terms of this Agreement), public or statutory
      obligations, surety, stay, appeal, indemnity, performance or other
      obligations arising in the ordinary course of business.

            (l)   rights of first refusal entered into in the ordinary course of
      business.

            (m)   Liens consisting of any (i) rights reserved to or vested in
      any municipality or governmental, statutory or public authority to control
      or regulate any property of a Borrower or any Material Subsidiary or to
      use such property in any manner which does not materially impair the use
      of such property for the purpose for which it is held by a Borrower or any
      such Material Subsidiary, (ii) obligations or duties to any municipality
      or public authority with respect to any franchise, grant, license, lease
      or permit and the rights reserved or vested in any Governmental Authority
      or public utility to terminate any such franchise, grant, license, lease
      or permit or to condemn or expropriate any property, or (iii) zoning laws,
      ordinances or municipal regulations.

            (n)   Liens on deposits required by any Person with whom a Borrower
      or any Material Subsidiary enters into forward contracts, futures
      contracts, swap agreements or other commodities contracts in the ordinary
      course of business.

            (o)   Liens on assets in connection with asset securitizations
      entered into by a Borrower or one of its Subsidiaries as long as such
      liens do not secure indebtedness exceeding $400,000,000, in the aggregate,
      at any one time.

            (p)   other Liens, including Liens imposed by Environmental Laws,
      arising in the ordinary course of its business which (i) do not secure
      Indebtedness (other than Liens on cash and cash equivalents that secure
      letters of credit), (ii) do not secure any obligation in an amount
      exceeding $100,000,000 at any time and (iii) do not in the aggregate
      materially detract from the value of its assets or materially impair the
      use thereof in the operation of its business.

      8.3   CONSOLIDATION AND MERGER.

      A Borrower will not, and will not permit any of its Material Subsidiaries
to, (a) enter into any transaction of merger or (b) consolidate, liquidate, wind
up or dissolve itself (or suffer any liquidation or dissolution); provided that:
(i) a Person (including a Subsidiary of a Borrower) may be merged or
consolidated with or into a Borrower so long as (A) such Borrower shall be the
continuing or surviving entity, (B) no Default or Event of Default shall exist
or be caused thereby and (C) such Borrower is not downgraded by S&P or Moody's
as a result of such transaction to a rating below BBB- or Baa3, as applicable,
(ii) a Material Subsidiary may merge with or into another Subsidiary of a
Borrower and (iii) a Corporate Conversion can occur as long as the Agent
receives, on behalf of the Lenders, such documents, instruments, resolutions and
opinions as the Agent may reasonably require to ensure that (A) each Borrower
remains liable for the Borrowers Obligations in accordance with the terms hereof
and (B) all of the rights and remedies of the Lenders under the Credit Documents
remain in full force and effect.

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<PAGE>

      8.4   SALE OR LEASE OF ASSETS.

      During the term of this Credit Agreement, a Borrower will not, directly or
indirectly, convey, sell, lease, transfer or otherwise dispose of assets,
business or operations with an aggregate book value in excess of twenty-five
percent (25%) of its consolidated total assets, as determined in accordance with
GAAP, as calculated as of the end of the most recent fiscal quarter.

      8.5   TRANSACTIONS WITH AFFILIATES.

      A Borrower will not, and will not permit any Material Subsidiary to,
directly or indirectly, pay any funds to or for the account of, make any
investment in, lease, sell, transfer or otherwise dispose of any assets,
tangible or intangible, to, or participate in, or effect, any transaction with,
any officer, director, employee or Affiliate (other than a wholly-owned
Subsidiary) unless any and all such transactions between such Borrower and its
Material Subsidiaries on the one hand and any officer, director, employee or
Affiliate (other than a wholly-owned Subsidiary) on the other hand, shall be on
an arms-length basis and on terms no less favorable to such Borrower or such
Material Subsidiary than could have been obtained from a third party who was not
an officer, director, employee or Affiliate (other than a wholly-owned
Subsidiary); provided that the foregoing provisions of this Section shall not
(a) prohibit a Borrower and each Material Subsidiary from declaring or paying
any lawful dividend or distribution otherwise permitted hereunder, (b) prohibit
a Borrower or a Material Subsidiary from providing credit support for its
Subsidiaries as it deems appropriate in the ordinary course of business, (c)
prohibit a Borrower or a Material Subsidiary from engaging in a transaction or
transactions that are not on an arms-length basis or are not on terms as
favorable as could have been obtained from a third party, provided that such
transaction or transactions occurs within a related series of transactions,
which, in the aggregate, are on an arms-length basis and are on terms as
favorable as could have been obtained from a third party or (d) prohibit a
Borrower or a Material Subsidiary from engaging in non-material transactions
with any Subsidiary that are not on an arms-length basis or are not on terms as
favorable as could have been obtained from a third party but are in the ordinary
course of such Borrower's or Material Subsidiary's business, so long as, in each
case, after giving effect thereto, no Default or Event of Default shall have
occurred and be continuing.

      8.6   INDEBTEDNESS.

      The Borrowers will not permit the amount of Indebtedness of the
Subsidiaries of the Borrowers (excluding Duke Energy Field Services LLC, if
applicable) to exceed ten percent (10%) of all Indebtedness of the Borrowers and
their Subsidiaries on a consolidated basis.

                                   SECTION 9.

                                EVENTS OF DEFAULT

      9.1   EVENTS OF DEFAULT.

      An Event of Default shall exist upon the occurrence of any of the
following specified events (each an "Event of Default"):

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<PAGE>

            (a)   Payment. A Borrower shall: (i) default in the payment when due
      of any principal amount of any of the Loans or of any reimbursement
      obligation arising from drawings under any Letters of Credit; or (ii)
      default, and such default shall continue for five or more Business Days,
      in the payment when due of any interest on the Loans or of any fees or
      other amounts owing hereunder, under any of the other Credit Documents or
      in connection herewith.

            (b)   Representations. Any representation, warranty or statement
      made or deemed to be made by a Borrower herein, in any of the other Credit
      Documents, or in any statement or certificate delivered or required to be
      delivered pursuant hereto or thereto shall prove to have been untrue in
      any material respect on the date as of which it was deemed to have been
      made.

            (c)   Covenants. A Borrower shall:

                  (i)   default in the due performance or observance of any
            term, covenant or agreement contained in Section 7.1(e), 7.8, 7.10,
            7.11, 8.1, 8.2, 8.3, 8.4, 8.5 and 8.6; or

                  (ii)  default in the due performance or observance by it of
            any term, covenant or agreement (other than those referred to in
            subsections (a), (b), or (c)(i) of this Section 9.1) contained in
            this Credit Agreement or any other Credit Document and such default
            shall continue unremedied for a period of at least 30 days after the
            earlier of (A) a Responsible Officer of either Borrower becoming
            aware of such default or (B) notice of such default is given by the
            Agent or a Lender to either Borrower.

            (d)   Credit Documents. Any Credit Document shall fail to be in full
      force and effect or a Borrower shall so assert or any Credit Document
      shall fail to give the Agent and/or the Lenders the rights, powers and
      privileges purported to be created thereby.

            (e)   Bankruptcy, etc. The occurrence of any of the following with
      respect to a Borrower or a Material Subsidiary (i) a court or governmental
      agency having jurisdiction in the premises shall enter a decree or order
      for relief in respect of a Borrower or a Material Subsidiary in an
      involuntary case under any applicable bankruptcy, insolvency or other
      similar law now or hereafter in effect, or appoint a receiver, liquidator,
      assignee, custodian, trustee, sequestrator or similar official of a
      Borrower or a Material Subsidiary or for any substantial part of its
      property or ordering the winding up or liquidation of its affairs; or (ii)
      an involuntary case under any applicable bankruptcy, insolvency or other
      similar law now or hereafter in effect is commenced against a Borrower or
      a Material Subsidiary and such petition remains unstayed and in effect for
      a period of 90 consecutive days; or (iii) a Borrower or a Material
      Subsidiary shall commence a voluntary case under any applicable
      bankruptcy, insolvency or other similar law now or hereafter in effect, or
      consent to the entry of an order for relief in an involuntary case under
      any such law, or consent to the appointment or taking possession by a
      receiver, liquidator, assignee, custodian, trustee, sequestrator or
      similar official of such Person or any substantial part of its property or
      make

                                       49
<PAGE>

      any general assignment for the benefit of creditors; or (iv) a Borrower or
      a Material Subsidiary shall admit in writing its inability to pay its
      debts generally as they become due or any action shall be taken by such
      Person in furtherance of any of the aforesaid purposes.

            (f)   Defaults under Other Agreements. With respect to any
      Indebtedness, including any Off Balance Sheet Indebtedness, in excess of
      $100,000,000 (other than Indebtedness outstanding under this Credit
      Agreement) of a Borrower or any Material Subsidiary, such Borrower or such
      Material Subsidiary shall (A) default in any payment (beyond the
      applicable grace period with respect thereto, if any) with respect to any
      such Indebtedness or fail to timely pay such Indebtedness when due, or (B)
      default (after giving effect to any applicable grace period) in the
      observance or performance of any covenant or agreement relating to such
      Indebtedness or contained in any instrument or agreement evidencing,
      securing or relating thereto, or any other event or condition shall occur
      or condition exist, the effect of which default or other event or
      condition in this clause (B) is to cause any such Indebtedness to become
      due prior to its stated maturity.

            (g)   Judgments. One or more judgments, orders, or decrees shall be
      entered against a Borrower or a Material Subsidiary involving a liability
      of $50,000,000 or more, in the aggregate, (to the extent not paid or
      covered by insurance provided by a carrier who has acknowledged coverage)
      and such judgments, orders or decrees shall continue unsatisfied,
      undischarged and unstayed for a period ending on the first to occur of (i)
      the last day on which such judgment, order or decree becomes final and
      unappealable and, where applicable, with the status of a judicial lien or
      (ii) 45 days.

            (h)   ERISA. The occurrence of:

                  (i)   any of the following events or conditions which could
            result in a liability of a Borrower or an ERISA Affiliate of
            $25,000,000 or more in the aggregate: (A) any "accumulated funding
            deficiency," as such term is defined in Section 302 of ERISA and
            Section 412 of the Code, whether or not waived, shall exist with
            respect to any Plan, or any lien shall arise on the assets of a
            Borrower or any ERISA Affiliate in favor of the PBGC or a Plan; or
            (B) any prohibited transaction (within the meaning of Section 406 of
            ERISA or Section 4975 of the Code) or breach of fiduciary
            responsibility shall occur which would be reasonably expected to
            subject a Borrower or any ERISA Affiliate to any liability under
            Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the
            Code, or under any agreement or other instrument pursuant to which a
            Borrower or any ERISA Affiliate has agreed or is required to
            indemnify any person against any such liability; or

                  (ii)  any of the following events or conditions which could
            result in a liability of a Borrower or an ERISA Affiliate of
            $50,000,000 or more in the aggregate: (A) a Termination Event shall
            occur with respect to a Single Employer Plan which is, in the
            reasonable opinion of the Agent, likely to result in the termination
            of such Plan for purposes of Title IV of ERISA; or (B) a Termination
            Event shall occur with respect to a Multiemployer Plan or Multiple
            Employer Plan

                                       50
<PAGE>

            which is, in the reasonable opinion of the Agent, likely to result
            in (x) the termination of such Plan for purposes of Title IV of
            ERISA, or (y) a Borrower or any ERISA Affiliate incurring any
            liability in connection with a withdrawal from, reorganization of
            (within the meaning of Section 4241 of ERISA), or insolvency (within
            the meaning of Section 4245 of ERISA) of such Plan.

            (i)   Change of Control. The occurrence of any Change of Control.

      9.2   ACCELERATION; REMEDIES.

      Upon the occurrence of an Event of Default, and at any time thereafter
unless and until such Event of Default has been waived by the Required Lenders
(or the Lenders as may be required hereunder), the Agent may, with the consent
of the Required Lenders, and shall, upon the request and direction of the
Required Lenders, by written notice to the Borrowers take any of the following
actions without prejudice to the rights of the Agent or any Lender to enforce
its claims against the Borrowers, except as otherwise specifically provided for
herein:

                  (i)   Termination of Commitments. Declare the Commitments and
            the obligation of the Issuing Bank to issue any Letter of Credit to
            be terminated whereupon the Commitments and such obligation of the
            Issuing Bank to issue any Letter of Credit shall be immediately
            terminated.

                  (ii)  Acceleration of Loans and Letters of Credit. Declare the
            unpaid principal of and any accrued interest in respect of all
            Loans, any reimbursement obligations arising from drawings under
            Letters of Credit and any and all other indebtedness or obligations
            of any and every kind owing by a Borrower to any of the Lenders
            hereunder to be due whereupon the same shall be immediately due and
            payable without presentment, demand, protest or other notice of any
            kind, all of which are hereby waived by the Borrowers.

                  (iii) Cash Collateral. Direct the Borrowers to pay (and the
            Borrowers agree that upon receipt of such notice, or upon the
            occurrence of an Event of Default under Section 9.1(e), it will
            immediately pay) to the Issuing Lender additional cash, to be held
            by the Issuing Lender, for the benefit of the Lenders, in a cash
            collateral account as security for the LOC Obligations in respect of
            subsequent drawings under all then outstanding Letters of Credit in
            an amount equal to the maximum aggregate amount which may be drawn
            under all Letters of Credits then outstanding.

                  (iv)  Enforcement of Rights. Enforce any and all rights and
            interests created and existing under the Credit Documents,
            including, without limitation, all rights of set-off.

Notwithstanding the foregoing, if an Event of Default specified in Section
9.1(e) shall occur, then the Commitments and the obligation of the Issuing Bank
to issue any Letter of Credit shall automatically terminate and all Loans, all
reimbursement obligations under Letters of Credit, all accrued interest in
respect thereof, all accrued and unpaid fees and other indebtedness or
obligations

                                       51
<PAGE>

owing to the Lenders and the Agent hereunder shall immediately become due and
payable without the giving of any notice or other action by the Agent or the
Lenders.

Notwithstanding the fact that enforcement powers reside primarily with the
Agent, each Lender has, to the extent permitted by law, a separate right of
payment and shall be considered a separate "creditor" holding a separate "claim"
within the meaning of Section 101(5) of the Bankruptcy Code or any other
insolvency statute.

      9.3   ALLOCATION OF PAYMENTS AFTER EVENT OF DEFAULT.

      Notwithstanding any other provision of this Credit Agreement, after the
occurrence of an Event of Default, all amounts collected or received by the
Agent or any Lender on account of amounts outstanding under any of the Credit
Documents shall be paid over or delivered as follows:

            FIRST, to the payment of all reasonable out-of-pocket costs and
      expenses (including without limitation reasonable attorneys' fees) of the
      Agent and the Lenders in connection with enforcing the rights of the
      Lenders under the Credit Documents, pro rata as set forth below;

            SECOND, to payment of any fees owed to the Agent, or any Lender, pro
      rata as set forth below;

            THIRD, to the payment of all accrued interest payable to the Lenders
      hereunder, pro rata as set forth below;

            FOURTH, to the payment of the outstanding principal amount of the
      Loans and to the payment or cash collateralization of the outstanding LOC
      Obligations, pro rata, as set forth below;

            FIFTH, to all other obligations which shall have become due and
      payable under the Credit Documents and not repaid pursuant to clauses
      "FIRST" through "FOURTH" above; and

            SIXTH, to the payment of the surplus, if any, to whomever may be
      lawfully entitled to receive such surplus.

In carrying out the foregoing, (a) amounts received shall be applied in the
numerical order provided until exhausted prior to application to the next
succeeding category; (b) each of the Lenders shall receive an amount equal to
its pro rata share (based on the proportion that the then outstanding Loans and
LOC Obligations held by such Lender bears to the aggregate then outstanding
Loans and LOC Obligations), of amounts available to be applied; and (c) to the
extent that any amounts available for distribution pursuant to clause "FOURTH"
above are attributable to the issued but undrawn amount of outstanding Letters
of Credit, such amounts shall be held by the Agent in a cash collateral account
and applied (i) first, to reimburse the Issuing Lender from time to time for any
drawings under such Letters of Credit and (ii) then, following the expiration of
all Letters of Credit, to all other obligations of the types described in
clauses "FOURTH", "FIFTH" and "SIXTH" above in the manner provided in this
Section 9.3.

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<PAGE>

                                   SECTION 10.

                                AGENCY PROVISIONS

      10.1  APPOINTMENT.

      Each Lender hereby designates and appoints JPMorgan Chase Bank, as agent
of such Lender to act as specified herein and the other Credit Documents, and
each such Lender hereby authorizes the Agent, as the agent for such Lender, to
take such action on its behalf under the provisions of this Credit Agreement and
the other Credit Documents and to exercise such powers and perform such duties
as are expressly delegated by the terms hereof and of the other Credit
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere herein and in the other
Credit Documents, the Agent shall not have any duties or responsibilities,
except those expressly set forth herein and therein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Credit Agreement or any of the other Credit Documents, or shall otherwise exist
against the Agent. The provisions of this Section are solely for the benefit of
the Agent and the Lenders and the Borrowers shall not have any rights as a third
party beneficiary of the provisions hereof. In performing its functions and
duties under this Credit Agreement and the other Credit Documents, the Agent
shall act solely as agent of the Lenders and does not assume and shall not be
deemed to have assumed any obligation or relationship of agency or trust with or
for a Borrower. All institutions acting as a Co-Syndication Agent or
Co-Documentation Agent hereunder shall have no obligations in such capacity
under the Credit Documents.

      10.2  DELEGATION OF DUTIES.

      The Agent may execute any of its duties hereunder or under the other
Credit Documents by or through agents or attorneys-in-fact and shall be entitled
to advice of counsel concerning all matters pertaining to such duties. The Agent
shall not be responsible to the Lenders for the negligence or misconduct of any
agents or attorneys-in-fact selected by it with reasonable care.

      10.3  EXCULPATORY PROVISIONS.

      Neither the Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates shall be liable for any action lawfully taken or
omitted to be taken by it or such Person under or in connection herewith or in
connection with any of the other Credit Documents (except for its or such
Person's own gross negligence or willful misconduct), or responsible in any
manner to any of the Lenders for any recitals, statements, representations or
warranties made by a Borrower contained herein or in any of the other Credit
Documents or in any certificate, report, statement or other document referred to
or provided for in, or received by the Agent under or in connection herewith or
in connection with the other Credit Documents, or enforceability or sufficiency
therefor of any of the other Credit Documents, or for any failure of a Borrower
to perform its obligations hereunder or thereunder. The Agent shall not be
responsible to any Lender for the effectiveness, genuineness, validity,
enforceability, collectibility or sufficiency of this Credit Agreement, or any
of the other Credit Documents or for any representations, warranties, recitals
or statements made

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<PAGE>

herein or therein or made by a Borrower in any written or oral statement or in
any financial or other statements, instruments, reports, certificates or any
other documents in connection herewith or therewith furnished or made by the
Agent to the Lenders or by or on behalf of a Borrower to the Agent or any Lender
or be required to ascertain or inquire as to the performance or observance of
any of the terms, conditions, provisions, covenants or agreements contained
herein or therein or as to the use of the proceeds of the Loans or of the
existence or possible existence of any Default or Event of Default or to inspect
the properties, books or records of a Borrower. The Agent is not a trustee for
the Lenders and owes no fiduciary duty to the Lenders.

      10.4  RELIANCE ON COMMUNICATIONS.

      The Agent shall be entitled to rely, and shall be fully protected in
relying, upon any note, writing, resolution, notice, consent, certificate,
affidavit, letter, cablegram, telegram, telecopy, telex or teletype 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 the Borrowers, independent accountants and other experts
selected by the Agent with reasonable care). The Agent may deem and treat the
Lenders as the owner of its interests hereunder for all purposes unless a
written notice of assignment, negotiation or transfer thereof shall have been
filed with the Agent in accordance with Section 11.3(b). The Agent shall be
fully justified in failing or refusing to take any action under this Credit
Agreement or under any of the other Credit Documents unless it shall first
receive such advice or concurrence of the Required Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Agent shall in all cases be
fully protected in acting, or in refraining from acting, hereunder or under any
of the other Credit Documents in accordance with a request of the Required
Lenders (or to the extent specifically provided in Section 11.6, all the
Lenders) and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders (including their successors and
assigns).

      10.5  NOTICE OF DEFAULT.

      The Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default hereunder unless the Agent has
received notice from a Lender or the Borrowers referring to the Credit Document,
describing such Default or Event of Default and stating that such notice is a
"notice of default." In the event that the Agent receives such a notice, the
Agent shall give prompt notice thereof to the Lenders. The Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by the Required Lenders.

      10.6  NON-RELIANCE ON AGENT AND OTHER LENDERS.

      Each Lender expressly acknowledges that neither the Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates has made
any representations or warranties to it and that no act by the Agent or any
Affiliate thereof hereinafter taken, including any review of the affairs of the
Borrowers, shall be deemed to constitute any representation or warranty by the
Agent to any Lender. Each Lender represents to the Agent that it has,
independently and without reliance

                                       54
<PAGE>

upon the Agent 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, assets, operations, property, financial and other conditions,
prospects and creditworthiness of the Borrowers and made its own decision to
make its Extensions of Credit hereunder and enter into this Credit Agreement.
Each Lender also represents that it will, independently and without reliance
upon the Agent or any other Lender, and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
analysis, appraisals and decisions in taking or not taking action under this
Credit Agreement, and to make such investigation as it deems necessary to inform
itself as to the business, assets, operations, property, financial and other
conditions, prospects and creditworthiness of the Borrowers. Except for notices,
reports and other documents expressly required to be furnished to the Lenders by
the Agent hereunder, the Agent shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the business,
operations, assets, property, financial or other conditions, prospects or
creditworthiness of the Borrowers which may come into the possession of the
Agent or any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates.

      10.7  INDEMNIFICATION.

      Each Lender agrees to indemnify the Agent (including for purposes of this
Section 10.7 the Agent in its capacity as Issuing Lender) in its capacity as
such (to the extent not reimbursed by the Borrowers and without limiting the
obligation of the Borrowers to do so), ratably according to its Commitment
Percentage, 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 in full of the Borrowers Obligations) be imposed
on, incurred by or asserted against the Agent in its capacity as such in any way
relating to or arising out of this Credit Agreement or the other Credit
Documents or any documents contemplated by or referred to herein or therein or
the transactions contemplated hereby or thereby or any action taken or omitted
by the Agent 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 from the gross negligence or willful
misconduct of the Agent. If any indemnity furnished to the Agent for any purpose
shall, in the opinion of the Agent, be insufficient or become impaired, the
Agent may call for additional indemnity and cease, or not commence, to do the
acts indemnified against until such additional indemnity is furnished. The
agreements in this Section 10.7 shall survive the payment of the Borrowers
Obligations and all other amounts payable hereunder and under the other Credit
Documents and the termination of the Commitments.

      10.8  AGENT IN ITS INDIVIDUAL CAPACITY.

      The Agent and its Affiliates may make loans to, accept deposits from and
generally engage in any kind of business with the Borrowers as though the Agent
were not Agent hereunder. With respect to the Loans made, Letters of Credit
issued and all Borrowers Obligations owing to it, the Agent shall have the same
rights and powers under this Credit Agreement as any Lender and may exercise the
same as though it were not the Agent, and the terms "Lender" and "Lenders" shall
include the Agent in its individual capacity.

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<PAGE>

      10.9  SUCCESSOR AGENT.

      The Agent may, at any time, resign upon 30 days written notice to the
Lenders and the Borrowers. Upon any such resignation, the Borrowers with the
consent of the Required Lenders (such consent of the Required Lenders not to be
unreasonably withheld or delayed) shall have the right to appoint a successor
Agent. If no successor Agent shall have been so appointed and shall have
accepted such appointment within 30 days after the notice of resignation, then
the retiring Agent shall select a successor Agent provided such successor is a
Lender hereunder or qualifies as an Eligible Assignee (or if no Eligible
Assignee shall have been so appointed by the retiring Agent and shall have
accepted such appointment, then the Lenders shall perform all obligations of the
retiring Agent hereunder until such time, if any, as a successor Agent shall
have been appointed and shall have accepted such appointment as provided for
above). Upon the acceptance of any appointment as Agent hereunder by a
successor, such successor Agent shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the retiring Agent, and
the retiring Agent shall be discharged from its duties and obligations as Agent,
as appropriate, under this Credit Agreement and the other Credit Documents and
the provisions of this Section 10.9 shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Credit
Agreement.

                                   SECTION 11.

                                  MISCELLANEOUS

      11.1  NOTICES.

      Except as otherwise expressly provided herein, all notices and other
communications shall have been duly given and shall be effective (a) when
delivered, (b) when transmitted via telecopy (or other facsimile device), (c)
the Business Day following the day on which the same has been delivered prepaid
(or pursuant to an invoice arrangement) to a reputable national overnight air
courier service, or (d) the third Business Day following the day on which the
same is sent by certified or registered mail, postage prepaid, in each case to
the respective parties at the address or telecopy numbers set forth on Schedule
11.1, or at such other address as such party may specify by written notice to
the other parties hereto.

      11.2  RIGHT OF SET-OFF.

      In addition to any rights now or hereafter granted under applicable law or
otherwise, and not by way of limitation of any such rights, upon the occurrence
of an Event of Default and the commencement of remedies described in Section
9.2, each Lender is authorized at any time and from time to time, without
presentment, demand, protest or other notice of any kind (all of which rights
being hereby expressly waived), to set-off and to appropriate and apply any and
all deposits (general or special) and any other indebtedness at any time held or
owing by such Lender (including, without limitation branches, agencies or
Affiliates of such Lender wherever located) to or for the credit or the account
of a Borrower against obligations and liabilities of such Borrower to the
Lenders hereunder, under the Notes, the other Credit Documents or otherwise,
irrespective of whether the Agent or the Lenders shall have made any demand
hereunder and although such

                                       56
<PAGE>

obligations, liabilities or claims, or any of them, may be contingent or
unmatured, and any such set-off shall be deemed to have been made immediately
upon the occurrence of an Event of Default even though such charge is made or
entered on the books of such Lender subsequent thereto.

      11.3  BENEFIT OF AGREEMENT.

            (a)   Generally. This Credit Agreement shall be binding upon and
      inure to the benefit of and be enforceable by the respective successors
      and assigns of the parties hereto; provided that, except as set forth in
      Section 2.10, a Borrower may not assign and transfer any of its interests
      without the prior written consent of the Lenders; and provided further
      that the rights of each Lender to transfer, assign or grant participations
      in its rights and/or obligations hereunder shall be limited as set forth
      below in this Section 11.3.

            (b)   Assignments. Each Lender may assign to one or more Eligible
      Assignees all or a portion of its rights and obligations under this Credit
      Agreement (including, without limitation, all or a portion of its Loans,
      its Notes, its LOC Obligations and its Commitment); provided, however,
      that:

                  (i)   each such assignment shall be to an Eligible Assignee;

                  (ii)  except in the case of an assignment to another Lender or
            an assignment of all of a Lender's rights and obligations under this
            Credit Agreement, any such partial assignment shall be in an amount
            at least equal to $10,000,000 (or, if less, the remaining amount of
            the Commitment (which for this purpose includes Loans and LOC
            Obligations) being assigned by such Lender) and an integral multiple
            of $1,000,000 in excess thereof; and

                  (iii) the parties to such assignment shall execute and deliver
            to the Agent for its acceptance an Assignment Agreement in
            substantially the form of Exhibit 11.3(b), together with a
            processing fee from the assignor of $3,500.

      Upon execution, delivery, and acceptance of such Assignment Agreement, the
assignee thereunder shall be a party hereto and, to the extent of such
assignment, have the obligations, rights, and benefits of a Lender hereunder and
the assigning Lender shall, to the extent of such assignment, relinquish its
rights (except those rights hereunder which by their terms expressly survive)
and be released from its obligations under this Credit Agreement. Upon the
consummation of any assignment pursuant to this Section 11.3(b), the assignor,
the Agent and the Borrowers shall make appropriate arrangements so that, if
required, new Notes are issued to the assignor and the assignee. If the assignee
is not incorporated under the laws of the United States of America or a state
thereof, it shall deliver to the Borrowers and the Agent certification as to
exemption from deduction or withholding of taxes in accordance with Section 4.4.

      By executing and delivering an assignment agreement in accordance with
this Section 11.3(b), the assigning Lender thereunder and the assignee
thereunder shall be deemed to confirm to and agree with each other and the other
parties hereto as follows: (A) such assigning Lender warrants that it is the
legal and beneficial owner of the interest being assigned thereby free and clear
of any adverse claim created by such assigning Lender and the assignee warrants
that it is

                                       57
<PAGE>

an Eligible Assignee; (B) except as set forth in clause (A) above, such
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Credit Agreement, any of the other Credit
Documents or any other instrument or document furnished pursuant hereto or
thereto, or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Credit Agreement, any of the other Credit Documents
or any other instrument or document furnished pursuant hereto or thereto or the
financial condition of the Borrowers or the performance or observance by the
Borrowers of any of their obligations under this Credit Agreement, any of the
other Credit Documents or any other instrument or document furnished pursuant
hereto or thereto; (C) such assigning Lender and such assignee represents and
warrants that it is legally authorized to enter into such assignment agreement;
(D) such assignee confirms that it has received a copy of this Credit Agreement,
the other Credit Documents and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
such assignment agreement; (E) such assignee will independently and without
reliance upon the Agent, such assigning Lender or any other Lender, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Credit Agreement and the other Credit Documents; (F) such assignee appoints
and authorizes the Agent to take such action on its behalf and to exercise such
powers under this Credit Agreement or any other Credit Document as are delegated
to the Agent by the terms hereof or thereof, together with such powers as are
reasonably incidental thereto; and (G) such assignee agrees that it will perform
in accordance with their terms all the obligations which by the terms of this
Credit Agreement and the other Credit Documents are required to be performed by
it as a Lender.

            (c)   Register. The Agent shall maintain a copy of each Assignment
      Agreement delivered to and accepted by it and a register for the
      recordation of the names and addresses of the Lenders and the Commitment
      of, and principal amount of the Loans owing to, each Lender from time to
      time (the "Register"). The entries in the Register shall be conclusive and
      binding for all purposes, absent manifest error, and the Borrowers, the
      Agent and the Lenders may treat each Person whose name is recorded in the
      Register as a Lender hereunder for all purposes of this Credit Agreement.
      The Register shall be available for inspection by the Borrowers or any
      Lender at any reasonable time and from time to time upon reasonable prior
      notice.

            (d)   Acceptance. Upon its receipt of an Assignment Agreement
      executed by the parties thereto, together with any Note subject to such
      assignment and payment of the processing fee, the Agent shall, if such
      Assignment Agreement has been completed and is in substantially the form
      of Exhibit 11.3(b) hereto, (i) accept such Assignment Agreement, (ii)
      record the information contained therein in the Register and (iii) give
      prompt notice thereof to the parties thereto.

            (e)   Participations. Each Lender may sell participations to one or
      more Persons in all or a portion of its rights, obligations or rights and
      obligations under this Credit Agreement (including all or a portion of its
      Commitment, its Notes, its LOC Obligations and its Loans); provided,
      however, that (i) such Lender's obligations under this Credit Agreement
      shall remain unchanged, (ii) such Lender shall remain solely responsible
      to the

                                       58
<PAGE>

      other parties hereto for the performance of such obligations, (iii) the
      participant shall be entitled to the benefit of the yield protection
      provisions contained in Sections 4.1 through 4.4, inclusive, but shall not
      be entitled to receive any amount greater than such Lender would have been
      able to receive, and (iv) the Borrowers shall continue to deal solely and
      directly with such Lender in connection with such Lender's rights and
      obligations under this Credit Agreement, and such Lender shall retain the
      sole right to enforce the obligations of the Borrowers relating to its
      Loans, its Notes and its LOC Obligations and to approve any amendment,
      modification, or waiver of any provision of this Credit Agreement (other
      than amendments, modifications, or waivers decreasing the amount of
      principal of or the rate at which interest is payable on such Loans or
      Notes, extending any scheduled principal payment date or date fixed for
      the payment of interest on such Loans or Notes, or extending its
      Commitment).

            (f)   Nonrestricted Assignments. Notwithstanding any other provision
      set forth in this Credit Agreement, any Lender may at any time assign and
      pledge all or any portion of its Loans and its Notes to any Federal
      Reserve Bank as collateral security pursuant to Regulation A and any
      Operating Circular issued by such Federal Reserve Bank. No such assignment
      shall release the assigning Lender from its obligations hereunder.

            (g)   Information. Subject to Section 11.17, any Lender may furnish
      any information concerning the Borrowers in the possession of such Lender
      from time to time to assignees and participants (including prospective
      assignees and participants).

      11.4  NO WAIVER; REMEDIES CUMULATIVE.

      No failure or delay on the part of the Agent or any Lender in exercising
any right, power or privilege hereunder or under any other Credit Document and
no course of dealing between the Borrowers and the Agent or any Lender shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, power or privilege hereunder or under any other Credit Document preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege hereunder or thereunder. The rights and remedies provided herein
are cumulative and not exclusive of any rights or remedies which the Agent or
any Lender would otherwise have. No notice to or demand on the Borrowers in any
case shall entitle the Borrowers to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the rights of the Agent
or the Lenders to any other or further action in any circumstances without
notice or demand.

      11.5  PAYMENT OF EXPENSES, ETC.

      The Borrowers agree to: (i) pay all reasonable out-of-pocket costs and
expenses of the Agent in connection with (A) the negotiation, preparation,
execution and delivery, syndication and administration of this Credit Agreement
and the other Credit Documents and the documents and instruments referred to
therein (including, without limitation, the reasonable fees and expenses of
Davis, Polk & Wardwell, special counsel to the Agent) and (B) any amendment,
waiver or consent relating hereto and thereto including, but not limited to, any
such amendments, waivers or consents resulting from or related to any work-out,
renegotiation or restructure relating to the performance by the Borrowers under
this Credit Agreement, (ii) pay all reasonable out-of-pocket costs and expenses

                                       59
<PAGE>

of the Agent and each Lender in connection with (A) enforcement of the Credit
Documents and the documents and instruments referred to therein (including,
without limitation, in connection with any such enforcement, the reasonable fees
and disbursements of counsel for the Agent and each of the Lenders (including
the allocated cost of internal counsel)) and (B) any bankruptcy or insolvency
proceeding of a Borrower and (iii) indemnify the Agent and each Lender, their
respective Affiliates and the respective officers, directors, employees,
representatives and agents of the foregoing from and hold each of them harmless
against any and all losses, liabilities, claims, damages or expenses incurred by
any of them as a result of, or arising out of, or in any way related to, or by
reason of, any investigation, litigation or other proceeding (whether or not the
Agent or any Lender is a party thereto) related to the entering into and/or
performance of any Credit Document or the use of proceeds of any Loans
(including other extensions of credit) hereunder or the consummation of any
other transactions contemplated in any Credit Document, including, without
limitation, the reasonable fees and disbursements of counsel and settlement
costs incurred in connection with any such investigation, litigation or other
proceeding (but excluding any such losses, liabilities, claims, damages or
expenses to the extent incurred by reason of gross negligence or willful
misconduct on the part of the Person to be indemnified).

      11.6  AMENDMENTS, WAIVERS AND CONSENTS.

      Neither this Credit Agreement, nor any other Credit Document nor any of
the terms hereof or thereof may be amended, changed, waived, discharged or
terminated unless such amendment, change, waiver, discharge or termination is in
writing and signed by the Required Lenders and the Borrowers (and if the rights
or duties of the Issuing Bank are affected thereby, by it); provided that no
such amendment, change, waiver, discharge or termination shall without the
consent of each Lender affected thereby:

            (a)   extend the Maturity Date or the Term Out Maturity Date, or
      postpone or extend the time for any payment or prepayment of principal
      (except pursuant to Section 3.3(b)) or the time of payment of any
      reimbursement obligation, or any portion thereof, arising from drawings
      under Letters of Credit;

            (b)   reduce the rate or extend the time of payment of interest
      thereon or fees or other amounts payable hereunder;

            (c)   reduce or waive the principal amount of any Loan or of any
      reimbursement obligation, or any portion thereof, arising from drawings
      under Letters of Credit;

            (d)   increase or extend the Commitment of a Lender (it being
      understood and agreed that a waiver of any Default or Event of Default or
      a waiver of any mandatory reduction in the Commitments shall not
      constitute a change in the terms of any Commitment of any Lender);

            (e)   except as permitted by Section 2.10, consent to the assignment
      or transfer by a Borrower of any of its rights and obligations under (or
      in respect of) the Credit Documents or release a Borrower from its
      obligations under the Credit Documents;

                                       60
<PAGE>

            (f)   amend, modify or waive any provision of this Section 11.6 or
      Section 3.6, 3.8, 5.2, 9.1(a), 11.2, 11.3 or 11.5; or

            (g)   reduce any percentage specified in, or otherwise modify, the
      definition of Required Lenders.

No provision of Section 10 may be amended or modified without the consent of the
Agent.

Notwithstanding the fact that the consent of all the Lenders is required in
certain circumstances as set forth above, (x) each Lender is entitled to vote as
such Lender sees fit on any reorganization plan that affects the Loans or the
Letters of Credit, and each Lender acknowledges that the provisions of Section
1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set
forth herein and (y) the Required Lenders may consent to allow the Borrowers to
use cash collateral in the context of a bankruptcy or insolvency proceeding.

      11.7  COUNTERPARTS/TELECOPY.

      This Credit Agreement may be executed in any number of counterparts, each
of which where so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument. Delivery of executed counterparts
by telecopy shall be as effective as an original and shall constitute a
representation that an original will be delivered.

      11.8  HEADINGS.

      The headings of the sections and subsections hereof are provided for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Credit Agreement.

      11.9  DEFAULTING LENDER.

      Each Lender understands and agrees that if such Lender is a Defaulting
Lender then it shall not be entitled to vote on any matter requiring the consent
of the Required Lenders or to object to any matter requiring the consent of all
the Lenders; provided, however, that (a) a Lender's Commitment may not be
increased without its consent whether or not it is a Defaulting Lender and (b)
all other benefits and obligations under the Loan Documents shall apply to such
Defaulting Lender.

      11.10 SURVIVAL OF INDEMNIFICATION AND REPRESENTATIONS AND WARRANTIES.

      All indemnities set forth herein and all representations and warranties
made herein shall survive the execution and delivery of this Credit Agreement,
the making of the Loans, the issuance of the Letters of Credit and the repayment
of the Loans, LOC Obligations and other obligations and the termination of the
Commitments hereunder.

      11.11 GOVERNING LAW; VENUE.

            (a)   THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE
      RIGHTS AND OBLIGATIONS OF THE PARTIES

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<PAGE>

      HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND
      INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any
      legal action or proceeding with respect to this Credit Agreement or any
      other Credit Document may be brought in the courts of the State of New
      York, or of the United States for the Southern District of New York, and,
      by execution and delivery of this Credit Agreement, each Borrower hereby
      irrevocably accepts for itself and in respect of its property, generally
      and unconditionally, the jurisdiction of such 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
      the address for notices pursuant to Section 11.1, such service to become
      effective 30 days after such mailing. Nothing herein shall affect the
      right of a Lender to serve process in any other manner permitted by law or
      to commence legal proceedings or to otherwise proceed against a Borrower
      in any other jurisdiction.

            (b)   Each Borrower hereby irrevocably waives any objection which it
      may now or hereafter have to the laying of venue of any of the aforesaid
      actions or proceedings arising out of or in connection with this Credit
      Agreement or any other Credit Document brought in the courts referred to
      in subsection (a) hereof and hereby further irrevocably waives and agrees
      not to plead or claim in any such court that any such action or proceeding
      brought in any such court has been brought in an inconvenient forum.

      11.12 WAIVER OF JURY TRIAL; WAIVER OF CONSEQUENTIAL DAMAGES.

      EACH OF THE PARTIES TO THIS CREDIT AGREEMENT HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF
OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY. Each Borrower agrees not to assert any claim
against the Agent, any Lender, any of their Affiliates, or any of their
respective directors, officers, employees, attorneys or agents, on any theory of
liability, for special, indirect, consequential or punitive damages arising out
of or otherwise relating to any of the transactions contemplated hereby or by
the other Credit Documents.

      11.13 SEVERABILITY.

      If any provision of any of the Credit Documents is determined to be
illegal, invalid or unenforceable, such provision shall be fully severable and
the remaining provisions shall remain in full force and effect and shall be
construed without giving effect to the illegal, invalid or unenforceable
provisions.

      11.14 FURTHER ASSURANCES.

      Each Borrower agrees, upon the request of the Agent, to promptly take such
actions, as reasonably requested, as are necessary to carry out the intent of
this Credit Agreement and the other Credit Documents.

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<PAGE>

      11.15 ENTIRETY.

      This Credit Agreement together with the other Credit Documents represent
the entire agreement of the parties hereto and thereto, and supersede all prior
agreements and understandings, oral or written, if any, including any commitment
letters or correspondence relating to the Credit Documents or the transactions
contemplated herein and therein.

      11.16 BINDING EFFECT; CONTINUING AGREEMENT.

            (a)   This Credit Agreement shall become effective at such time when
      all of the conditions set forth in Section 5.1 have been satisfied or
      waived by the Lenders and it shall have been executed by the Borrowers,
      the Agent and the Lenders, and thereafter this Credit Agreement shall be
      binding upon and inure to the benefit of the Borrowers, the Agent and each
      Lender and their respective successors and permitted assigns.

            (b)   This Credit Agreement shall be a continuing agreement and
      shall remain in full force and effect until all Loans, LOC Obligations,
      interest, fees and other Borrowers Obligations have been paid in full and
      all Commitments and Letters of Credit have been terminated. Upon such
      termination, the Borrowers shall have no further obligations (other than
      those provisions that expressly survive the termination thereof) under the
      Credit Documents; provided that should any payment, in whole or in part,
      of the Borrowers Obligations be rescinded or otherwise required to be
      restored or returned by the Agent or any Lender, whether as a result of
      any proceedings in bankruptcy or reorganization or otherwise, then the
      Credit Documents shall automatically be reinstated and all amounts
      required to be restored or returned and all costs and expenses incurred by
      the Agent or any Lender in connection therewith shall be deemed included
      as part of the Borrowers Obligations.

      11.17 CONFIDENTIALITY; USA PATRIOT ACT.

            (a)   The Agent and each Lender will keep any information delivered
      or made available by the Borrowers pursuant to this Credit Agreement
      confidential from anyone other than persons employed or retained by the
      Agent or such Lender and its Affiliates who are engaged in evaluating,
      approving, structuring or administering this Credit Agreement; provided
      that the Agent and the Lenders shall be entitled to disclose such
      information (a) to any other Lender or to the Agent, (b) upon the order of
      any court or administrative agency, (c) upon the request or demand of any
      regulatory agency or authority, (d) which had been publicly disclosed
      other than as a result of a disclosure by the Agent or any Lender
      prohibited by this Agreement, (e) in connection with any litigation to
      which the Agent, any Lender or its subsidiaries or parent may be a party,
      (f) to the extent necessary in connection with the exercise of any remedy
      under this Agreement, (g) to such Lender's or Agent's legal counsel and
      independent auditors and (h) subject to provisions substantially similar
      to this Section 11.17, to any actual or proposed participant or assignee.

            (b)   Each Lender hereby notifies the Borrowers that pursuant to the
      requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed
      into law October 26, 2001))

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<PAGE>

      (the "Act"), it is required to obtain, verify and record information that
      identifies each Borrower, which information includes the name and address
      of such Borrower and other information that will allow such Lender to
      identify such Borrower in accordance with the Act.

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<PAGE>

      Each of the parties hereto has caused a counterpart of this Credit
Agreement to be duly executed and delivered as of the date first above written.

BORROWERS:

                                     DUKE ENERGY FIELD SERVICES, LLC,
                                         a Delaware limited liability company

                                     By: /s/  Thomas E. Long
                                         -------------------------------------
                                         Name:  Thomas E. Long
                                         Title: Vice President and Treasurer

                                     Address: 370 17th Street, Suite 2500
                                              Denver, Colorado 80202
                                              Attn: Thomas E. Long

                                     Tax ID No.: 76-0632293

                                     Telephone No.:  303-605-1731
                                     Telecopier No.: 303-605-1973

                                     DUKE ENERGY FIELD SERVICES CORPORATION,
                                         a Delaware corporation

                                     By: /s/ Thomas E. Long
                                         -------------------------------------
                                         Name:  Thomas E. Long
                                         Title: Vice President and Treasurer

                                     Address: 370 17th Street, Suite 2500
                                              Denver, Colorado 80202
                                              Attn: Thomas E. Long

                                     Tax ID No.: 58-2511048

                                     Telephone No.:  303-605-1731
                                     Telecopier No.: 303-605-1973

                                       65
<PAGE>

      Signature Page to Duke Energy Field Services 364-Day Credit Agreement

LENDERS:

                                     JPMORGAN CHASE BANK, individually in its
                                         capacity as a Lender and in its
                                         capacity as Agent

                                     By: /s/ Thomas T. Hou
                                         ------------------------------------
                                         Name:  Thomas T. Hou
                                         Title: Vice President

                                       66
<PAGE>

      Signature Page to Duke Energy Field Services 364-Day Credit Agreement

                                     SUNTRUST BANKS INC.

                                     By: /s/ David J. Edge
                                         -----------------------------------
                                         Name:  David J. Edge
                                         Title: Director

                                       67
<PAGE>

      Signature Page to Duke Energy Field Services 364-Day Credit Agreement

                                     WACHOVIA BANK N.A.

                                     By: /s/ Rotcher Watkins
                                         ----------------------------------
                                         Name:  Rotcher Watkins
                                         Title: Managing Director

                                       68
<PAGE>

      Signature Page to Duke Energy Field Services 364-Day Credit Agreement

                                     THE BANK OF NOVA SCOTIA

                                     By: /s/ N. Bell
                                         ------------------------------------
                                         Name:  N. Bell
                                         Title: Senior Manager

                                       69
<PAGE>

      Signature Page to Duke Energy Field Services 364-Day Credit Agreement

                                     THE ROYAL BANK OF SCOTLAND PLC

                                     By: /s/ Patricia J. Dundee
                                         ------------------------------
                                         Name:  Patricia J. Dundee
                                         Title: Senior Vice President

                                       70
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      Signature Page to Duke Energy Field Services 364-Day Credit Agreement

                                     ABN AMRO BANK N.V.

                                     By: /s/ Frank T. J. Van Deur
                                         ----------------------------------
                                         Name:  Frank T. J. Van Deur
                                         Title: Vice President

                                     By: /s/ Richard A. McLean
                                         -----------------------------------
                                         Name:  Richard A. McLean
                                         Title: Senior Vice President

                                       71
<PAGE>

      Signature Page to Duke Energy Field Services 364-Day Credit Agreement

                                     BANK OF TOKYO-MITSUBISHI TRUST COMPANY

                                     By: /s/ J. W. Rhodes
                                         ----------------------------------
                                         Name:  J. W. Rhodes
                                         Title: VP-Manager

                                       72
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      Signature Page to Duke Energy Field Services 364-Day Credit Agreement

                                     BARCLAYS BANK PLC

                                     By: /s/ Sydney G. Dennis
                                         -----------------------------------
                                         Name:  Sydney G. Dennis
                                         Title: Director

                                       73
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      Signature Page to Duke Energy Field Services 364-Day Credit Agreement

                                     CREDIT SUISSE FIRST BOSTON,
                                      acting through its Cayman Islands Branch

                                     By: /s/ Sarah Wu
                                         -----------------------------------
                                         Name:  Sarah Wu
                                         Title: Vice President

                                     By: /s/ Jay Chall
                                         -----------------------------------
                                         Name:  Jay Chall
                                         Title: Director

                                       74
<PAGE>

      Signature Page to Duke Energy Field Services 364-Day Credit Agreement

                                     KBC BANK N.V.

                                     By: /s/ Jean-Pierre Diels
                                         -----------------------------------
                                         Name:  Jean-Pierre Diels
                                         Title: First Vice President

                                     By: /s/ Eric Raskin
                                         -----------------------------------
                                         Name:  Eric Raskin
                                         Title: Vice President

                                       75
<PAGE>

      Signature Page to Duke Energy Field Services 364-Day Credit Agreement

                                     SUMITOMO MITSUI BANKING CORPORATION

                                     By: /s/ Peter R. C. Knight
                                         -------------------------------
                                         Name:  Peter R. C. Knight
                                         Title: Joint General Manager

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<PAGE>

      Signature Page to Duke Energy Field Services 364-Day Credit Agreement

                                     WELLS FARGO BANK, N.A.

                                     By: /s/ Patricia A. Ropers
                                         ------------------------------------
                                         Name:  Patricia A. Ropers
                                         Title: Vice President

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