Kinder Morgan, Inc. Exhibit 4.5 - 364-Day Credit Agreement




Exhibit 4.5



	 

    

    

    $421,277,778

    

    364-DAY CREDIT AGREEMENT

    

    dated as of

    

    October 15, 2002

    

    among

    

    KINDER MORGAN, INC.

    

    The Lenders Party Hereto

    

    

    JPMORGAN CHASE BANK,

    as Administrative Agent

    

    WACHOVIA BANK, NATIONAL ASSOCIATION,

    as Syndication Agent

    

    and

    

    CITIBANK, N.A. and

    COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES

    as Documentation Agents

    

    

    ___________________________

    

    J.P. MORGAN SECURITIES INC. and WACHOVIA SECURITIES, INC.,

    as Joint Bookrunners and Joint Lead Arrangers

    

    

    






 





TABLE OF CONTENTS








	Page
	  	
	  	
	ARTICLE I Definitions 
	1

	  
	
	SECTION 1.01	Defined Terms 
	1

	SECTION 1.02	Classification of Loans and Borrowings 
	11

	SECTION 1.03	Terms Generally 
	11

	SECTION 1.04	Accounting Terms; GAAP 
	11

	  
		
	ARTICLE II The Credits 
	12

	  
	
	SECTION 2.01	Commitments 
	12

	SECTION 2.02	Loans and Borrowings 
	12

	SECTION 2.03	Requests for Revolving Borrowings 
	13

	SECTION 2.04	Reserved 
	13

	SECTION 2.05	Reserved 
	13

	SECTION 2.06	Reserved 
	13

	SECTION 2.07	Funding of Borrowings 
	13

	SECTION 2.08	Interest Elections 
	14

	SECTION 2.09	Termination and Reduction of Commitments 
	15

	SECTION 2.10	Repayment of Loans; Evidence of Debt 
	15

	SECTION 2.11	Prepayment of Loans 
	16

	SECTION 2.12	Fees 
	16

	SECTION 2.13	Interest 
	17

	SECTION 2.14	Alternate Rate of Interest 
	18

	SECTION 2.15	Increased Costs 
	18

	SECTION 2.16	Break Funding Payments 
	19

	SECTION 2.17	Taxes 
	19

	SECTION 2.18	Payments Generally; Pro Rata Treatment;
    Sharing of Set-offs 
	20

	SECTION 2.19	Mitigation Obligations; Replacement of
    Lenders 
	22

	SECTION 2.20	Extensions of Termination Date; Removal of
    Lenders 
	22

	SECTION 2.21	Conversion to Term Loans 
	24

	  		
	ARTICLE III Representations and
    Warranties 
	24

	  
	
	SECTION 3.01	Organization; Powers 
	24

	SECTION 3.02	Authorization; Enforceability 
	25

	SECTION 3.03	Governmental Approvals; No Conflicts 
	25

	SECTION 3.04	Financial Condition; No Material Adverse
    Change 
	25

	SECTION 3.05	Properties 
	25

	SECTION 3.06	Litigation and Environmental Matters 
	25

	SECTION 3.07	Compliance with Laws and Agreements 
	26

	SECTION 3.08	Investment and Holding Company Status 
	26

	SECTION 3.09	Taxes 
	26






  -i-






	

    SECTION 3.10	

    ERISA 	

    26

	SECTION 3.11	Disclosure 	26

	  		
	ARTICLE IV Conditions 	27

	  		
	SECTION 4.01	Effective Date 	27

	SECTION 4.02	Each Credit Event 	28

	SECTION 4.03	Conditions Precedent to Conversions 	28

	  		
	ARTICLE V Affirmative Covenants 	28

	  		
	SECTION 5.01	Financial Statements; Ratings Change and Other Information 	28

	SECTION 5.02	Notices of Material Events 	30

	SECTION 5.03	Existence; Conduct of Business 	31

	SECTION 5.04	Payment of Obligations 	31

	SECTION 5.05	Maintenance of Properties; Insurance 	31

	SECTION 5.06	Books and Records; Inspection Rights 	31

	SECTION 5.07	Compliance with Laws 	31

	SECTION 5.08	Use of Proceeds 	31

	  		
	ARTICLE VI Negative Covenants 	32

	  		
	SECTION 6.01	Financial Covenants 	32

	SECTION 6.02	Liens 	32

	SECTION 6.03	Fundamental Changes 	33

	SECTION 6.04	Transactions with Affiliates 	33

	  		
	ARTICLE VII Events of Default 	34

	  		
	ARTICLE VIII The Administrative Agent 	36

	  		
	ARTICLE IX Miscellaneous 	37

	  		
	SECTION 9.01	Notices 	37

	SECTION 9.02	Waivers; Amendments 	38

	SECTION 9.03	Expenses; Indemnity; Damage Waiver 	38

	SECTION 9.04	Successors and Assigns 	39

	SECTION 9.05	Survival 	42

	SECTION 9.06	Counterparts; Integration; Effectiveness 	42

	SECTION 9.07	Severability 	42

	SECTION 9.08	Right of Setoff 	43

	SECTION 9.09	Governing Law; Jurisdiction; Consent to Service of Process 	43

	SECTION 9.10	WAIVER OF JURY TRIAL 	43

	SECTION 9.11	Headings 	44

	SECTION 9.12	Confidentiality 	44

	SECTION 9.13	Interest Rate Limitation 	44

	SECTION 9.14	Existing Credit Facility 	44






  


  -ii-






SCHEDULES:


Schedule 1.01 -- Pricing Schedule

Schedule 2.01 -- Commitments










EXHIBITS:


Exhibit A -- Form of Assignment and Assumption

Exhibit B-1 -- Form of Opinion of Borrower's Kansas Counsel

Exhibit B-2 – Form of Opinion of Borrower's New York Counsel



  -iii-






     CREDIT AGREEMENT
dated as of October 15, 2002, among KINDER MORGAN, INC., a Kansas corporation, the LENDERS
party hereto, JPMORGAN CHASE BANK, as Administrative Agent, WACHOVIA BANK, NATIONAL
ASSOCIATION, as Syndication Agent, and CITIBANK, N.A. and COMMERZBANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES, as Documentation Agents.



     The parties hereto
agree as follows:



ARTICLE I



Definitions



     SECTION
1.01 Defined
Terms.  As used in this Agreement, the following terms have the meanings
specified below:



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



          "Adjusted LIBO Rate" means, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.



          "Administrative Agent" means JPMorgan Chase Bank, in its
capacity as administrative agent for the Lenders hereunder. 



          "Administrative Questionnaire" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.



          "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.



          "Alternate Base Rate" means, for any day, a rate per annum equal
to the greatest of (a) the Prime Rate in effect on such day and (b) the Federal
Funds Effective Rate in effect on such day plus1/2 of 1%. Any change in the Alternate Base
Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be
effective from and including the effective date of such change in the Prime Rate or the
Federal Funds Effective Rate, respectively. 



          "Applicable Percentage" means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment. If the
Commitments have terminated or expired, the Applicable Percentages shall be determined
based upon the Commitments most recently in effect, giving effect to any assignments.



          "Applicable Rate" means, for any day, with respect to any ABR
Loan or Eurodollar Loan, or with respect to the facility fees or the utilization fees
payable hereunder, as the case may be, the applicable rate per annum (expressed in bps)
set forth in the Pricing Schedule under the caption "ABR Spread",
"Eurodollar Spread", "Facility Fee Rate" or "Utilization Fee
Rate", as the case may be.



          "Approved Fund" has the meaning assigned to such term in Section
9.04.



 -1-






          "Assignment and Assumption" means an assignment and assumption
entered into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.04), and accepted by the Administrative Agent, in the form of
Exhibit A or any other form approved by the Administrative Agent.



          "Availability Period" means the period from and including the
Effective Date to but excluding the earlier of the Revolving Credit Termination Date and
the date of termination of the Commitments.



          "Benefit Arrangement" means at any time an employee benefit plan
within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan
and which is maintained or otherwise contributed to by any member of the ERISA Group.



          "Board" means the Board of Governors of the Federal Reserve
System of the United States of America.



          "Borrower" means Kinder Morgan, Inc., a Kansas corporation.



          "Borrowing" means Loans of the same Type, made, converted or
continued on the same date and, in the case of Eurodollar Loans, as to which a single
Interest Period is in effect.



          "Borrowing Request" means a request by the Borrower for a
Revolving Borrowing in accordance with Section 2.03.



          "Business Day" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required by law to
remain closed; provided that, when used in connection with a Eurodollar Loan, the
term "Business Day" shall also exclude any day on which banks are not
open for dealings in dollar deposits in the London interbank market.



          "Capital Lease Obligations" of any Person means the obligations
of such Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases on a balance
sheet of such Person under GAAP, and the amount of such obligations shall be the
capitalized amount thereof determined in accordance with GAAP.



          "Change in Control" means (a) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities and
Exchange Commission thereunder as in effect on the date hereof), of Equity Interests
representing more than 30% of the aggregate ordinary voting power represented by the
issued and outstanding Equity Interests of the Borrower; or (b) during any period of
twelve consecutive calendar months, individuals who were directors of the Borrower on the
first day of such period shall cease to constitute a majority of the board of directors of
the Borrower.



          "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority after the
date of this Agreement or (c) compliance by any Lender (or, for purposes of Section
2.15(b), by any lending office of such Lender or by such Lender's holding company, if any)
with any request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.



 -2-






          "Class", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Term
Loans.



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



          "Commitment" means, with respect to each Lender, the commitment
of such Lender to make Revolving Loans and to convert the Revolving Loans outstanding on
the Revolving Credit Termination Date to Term Loans, expressed as an amount representing
the maximum aggregate amount of such Lender's Credit Exposure hereunder, as such
commitment may be (a) reduced from time to time pursuant to Section 2.09 and (b) increased
pursuant to Section 2.01 or reduced or increased from time to time pursuant to assignments
by or to such Lender pursuant to Section 9.04. The initial amount of each Lender's
Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption pursuant to
which such Lender shall have assumed its Commitment, as applicable, as such obligation may
be reduced or increased pursuant to this Agreement. The initial aggregate amount of the
Lenders' Commitments is US $421,277,778. 



          "Consenting Lender" has the meaning assigned to such term in
Section 2.20.



          "Consolidated Assets" means the total amount of assets appearing
on the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries,
prepared in accordance with GAAP as of the date of the most recent regularly prepared
consolidated financial statements prior to the taking of any action for the purposes of
which the determination is being made.



          "Consolidated Indebtedness" of any Person means at any date the
sum (without duplication) of (i) the Indebtedness of such Person and its Consolidated
Subsidiaries, determined on a consolidated basis as of such date plus (ii) the excess (if
any) of the Trust Preferred Securities of such Person over 10% of the Consolidated Total
Capitalization of such Person at such date.



          "Consolidated Net Income" means, for any period, the net income
of the Borrower and its Consolidated Subsidiaries before extraordinary items, determined
on a consolidated basis for such period.



          "Consolidated Net Worth" of any Person means at any date the sum
(without duplication) of (i) the consolidated stockholders' equity of such Person and its
Consolidated Subsidiaries, determined as of such date plus (ii) the Trust Preferred
Securities of such Person; provided that the amount of Trust Preferred Securities added
pursuant to this clause (ii) shall not exceed 10% of Consolidated Total Capitalization of
such Person at such date. 



          "Consolidated Subsidiary" of any Person means at any date any
Subsidiary or other entity the accounts of which would be consolidated with those of such
Person in its consolidated financial statements if such statements were prepared as of
such date.



          "Consolidated Total Capitalization" of any Person means at any
date the sum of Consolidated Indebtedness of such Person and Consolidated Net Worth of
such Person, each determined as of such date.



          "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise. "Controlling"
and "Controlled" have meanings correlative thereto.



 -3-






          "Credit Exposure" means, with respect to any Lender at any time,
the sum of the outstanding principal amount of such Lender's Loans at such time.



          "Default" means any event or condition which constitutes an
Event of Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.



          "dollars" or "$" refers to lawful money of the
United States of America.



          "Effective Date" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).



          "Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued,
promulgated or entered into by any Governmental Authority, relating in any way to the
environment, preservation or reclamation of natural resources, the management, release or
threatened release of any Hazardous Material or to health and safety matters.



          "Environmental Liability" means any liability, contingent or
otherwise (including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly
resulting from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of any Hazardous
Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any contract,
agreement or other consensual arrangement pursuant to which liability is assumed or
imposed with respect to any of the foregoing.



          "Equity Interests" means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial interests in a
trust or other equity ownership interests in a Person, and any warrants, options or other
rights entitling the holder thereof to purchase or acquire any such equity interest.



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



          "ERISA Group" means the Borrower, any Subsidiary and all members
of a controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with the Borrower or any Subsidiary,
are treated as a single employer under Section 414 of the Code.



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



          "Event of Default" has the meaning assigned to such term in
Article VII.



          "Excluded Taxes" means, with respect to the Administrative
Agent, any Lender or any other recipient of any payment to be made by or on account of any
obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or
measured by) its net income by the United States of America, or by the jurisdiction under
the laws of which such recipient is organized or in which its principal office is located
or, in the case of any Lender, in which its applicable lending office is located, (b) any
branch profits taxes imposed by the United States of America or any similar tax imposed by
any 



 -4-





other jurisdiction in which the Borrower is located and
(c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the
Borrower under Section 2.19(b)), any withholding tax that is imposed on amounts payable to
such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or
designates a new lending office) or is attributable to such Foreign Lender's failure to
comply with Section 2.17(e), except to the extent that such Foreign Lender's assignor (if
any) was entitled, at the time of assignment, to receive additional amounts from the
Borrower with respect to such withholding tax pursuant to Section 2.17(a).



          "Existing Credit Facility" means the credit facility governed by
that certain 364-Day Credit Agreement, dated October 25, 2000, by and among the Borrower,
the lenders party thereto and Bank of America, N.A., as administrative agent, as amended
by First Amendment to 364-Day Credit Agreement, dated as of October 23, 2001, among the
Borrower, the lenders party thereto, and The Chase Manhattan Bank, as administrative
agent.



          "Existing Revolving Credit Termination Date" has the meaning set
forth in Section 2.20.



          "Extended Revolving Credit Termination Date" means, as at any
date, the date to which the Revolving Credit Termination Date has then most recently been
extended pursuant to Section 2.20.



          "Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published on the next succeeding Business Day by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day that is a Business
Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
quotations for such day for such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by it. 



          "Final Maturity Date" means (i) if the Revolving Loans are
converted to Term Loans pursuant to Section 2.21, then with respect to any Term Loan, the
date that is one year from the Revolving Credit Termination Date as of the time of such
conversion, or (ii) if the Revolving Loans are not so converted, the Revolving Credit
Termination Date.



          "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Borrower.



          "Foreign Lender" means any Lender that is organized under the
laws of a jurisdiction other than that in which the Borrower is located. For purposes of
this definition, the United States of America, each State thereof and the District of
Columbia shall be deemed to constitute a single jurisdiction.



          "GAAP" means generally accepted accounting principles in the
United States of America.



          "Governmental Authority" means the government of the United
States of America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.



          "Guarantee" of or by any Person (the "guarantor")
means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness 


 -5-





or other obligation of any other Person (the "primary obligor")
in any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for
the purchase or payment of) such Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment thereof,
(b) to purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c) to
maintain working capital, equity capital or any other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation or (d) as an account party in respect of any letter of
credit or letter of guaranty issued to support such Indebtedness or obligation; provided,
that the term Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business.



          "Hazardous Materials" means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing materials,
polychlorinated biphenyls, radon gas, infectious or medical wastes and all other
substances or wastes of any nature regulated pursuant to any Environmental Law.



          "Hedging Agreement" means any interest rate protection
agreement, foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement.



          "Indebtedness" of any Person means, without duplication,
(a) all obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person under
conditional sale or other title retention agreements relating to property acquired by such
Person, (d) all obligations of such Person in respect of the deferred purchase price
of property or services or any other similar obligation upon which interest changes are
customarily paid (excluding trade accounts payable incurred in the ordinary course of
business), (e) all Indebtedness of others secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such Person, whether or not the Indebtedness secured thereby
has been assumed, (f) all Guarantees by such Person of Indebtedness of others (provided
that in the event that any Indebtedness of the Borrower or any Subsidiary shall be the
subject of a Guarantee by one or more Subsidiaries or by the Borrower, as the case may be,
the aggregate amount of the outstanding Indebtedness of the Borrower and the Subsidiaries
in respect thereof shall be determined by reference to the primary Indebtedness so
guaranteed, and without duplication by reason of the existence of any such Guarantee),
(g) all Capital Lease Obligations of such Person, (h) all obligations,
contingent or otherwise, of such Person as an account party in respect of letters of
credit and letters of guaranty, and (i) all obligations, contingent or otherwise, of such
Person in respect of bankers' acceptances. The Indebtedness of any Person shall include
the Indebtedness of any other Person (including any partnership in which such Person is a
general partner) to the extent such Person is liable therefor as a result of such Person's
ownership interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.



          "Indemnified Taxes" means Taxes other than Excluded Taxes.



          "Index Debt" means senior, unsecured, long-term indebtedness for
borrowed money of the Borrower that is not guaranteed by any other Person or subject to
any other credit enhancement.



          "Information Memorandum" means the Confidential Information
Memorandum dated September 2002 relating to the Borrower and the Transactions.



 -6-






          "Interest Election Request" means a request by the Borrower to
convert or continue a Borrowing in accordance with Section 2.08.



          "Interest Payment Date" means, (a) with respect to any ABR
Loan, the last day of each March, June, September and December and (b) with respect to any
Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which
such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of
more than three months' duration, each day prior to the last day of such Interest Period
that occurs at intervals of three months' duration after the first day of such Interest
Period.



          "Interest Period" means, with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the Borrower may elect; provided, that (i) if any
Interest Period would end on a day other than a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless such next succeeding Business Day
would fall in the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day and (ii) any Interest Period that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end on the
last Business Day of the last calendar month of such Interest Period. For purposes hereof,
the date of a Borrowing initially shall be the date on which such Borrowing is made and,
in the case of a Revolving Borrowing, thereafter shall be the effective date of the most
recent conversion or continuation of such Borrowing. 



          "Lenders" means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment and
Assumption, other than any such Person that ceases to be a party hereto pursuant to an
Assignment and Assumption. 



          "LIBO Rate" means, with respect to any Eurodollar Borrowing for
any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service (or
on any successor or substitute page of such Service, or any successor to or substitute for
such Service, providing rate quotations comparable to those currently provided on such
page of such Service, as determined by the Administrative Agent from time to time for
purposes of providing quotations of interest rates applicable to dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two Business Days prior
to the commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not available
at such time for any reason, then the "LIBO Rate" with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits
of $5,000,000 and for a maturity comparable to such Interest Period are offered by the
principal London office of the Administrative Agent in immediately available funds in the
London interbank market at approximately 11:00 a.m., London time, two Business Days
prior to the commencement of such Interest Period.



          "Lien" means, with respect to any asset, (a) any mortgage,
deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset and (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any financing
lease having substantially the same economic effect as any of the foregoing) relating to
such asset.



          "Loans" means the Revolving Loans or the Term Loans made by the
Lenders to the Borrower pursuant to this Agreement. 



 -7-






          "Material Adverse Effect" means a material adverse effect on
(a) the business, assets, liabilities (actual or contingent), operations, or
financial condition of the Borrower and the Subsidiaries taken as a whole, (b) the
ability of the Borrower to perform any of its obligations under this Agreement or
(c) the rights of or benefits available to the Lenders under any material provision
of this Agreement.



          "Material Indebtedness" means Indebtedness (other than the
Loans), or obligations in respect of one or more Hedging Agreements, of any one or more of
the Borrower and its Subsidiaries in an aggregate principal amount exceeding $100,000,000.
For purposes of determining Material Indebtedness, the "principal amount" of the
obligations of the Borrower or any Subsidiary in respect of any Hedging Agreement at any
time shall be the maximum aggregate amount (giving effect to any netting agreements) that
the Borrower or such Subsidiary would be required to pay if such Hedging Agreement were
terminated at such time.



          "Material Subsidiary" means any Consolidated Subsidiary the
consolidated assets of which constitute 10% or more of Consolidated Assets.



          "Moody's" means Moody's Investors Service, Inc.



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



          "Nominee"
has the meaning set forth in Section 2.20.



          "Non-Consenting
Lender" has the meaning set forth in Section 2.20.



          "Notice
of Extension" has the meaning set forth in Section 2.20.



          "Other Taxes" means any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement of, or
otherwise with respect to, this Agreement.



          "Participant" has the meaning set forth in Section 9.04.



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



          "Permitted Encumbrances" means:



           (a) Liens imposed by law for taxes that are not yet due or are being
contested in compliance with Section 5.04;



           (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's and
other like Liens imposed by law, arising in the ordinary course of business and securing
obligations that are not overdue by more than 30 days or are being contested in compliance
with Section 5.04;



           (c) pledges and deposits made in the ordinary course of business in
compliance with workers' compensation, unemployment insurance and other social security
laws or regulations;



 -8-






           (d) deposits to secure the performance of bids, trade contracts, leases,
statutory obligations, surety and appeal bonds, performance bonds and other obligations of
a like nature, in each case in the ordinary course of business;



           (e) judgment liens in respect of judgments that do not constitute an Event
of Default under clause (k) of Article VII; 



           (f) easements, zoning restrictions, rights-of-way and similar encumbrances
on real property imposed by law or arising in the ordinary course of business that do not
secure any monetary obligations and do not materially detract from the value of the
affected property or interfere with the ordinary conduct of business of the Borrower or
any Subsidiary;



           (g) any interest or title of a lessor in property subject to any Capital Lease
Obligation or operating lease which, in each case, is permitted under this Agreement; and



           (h) Liens in favor of collecting or payor banks resulting from a right of setoff,
revocation, refund or chargeback with respect to money or instruments of the Borrower or
any Subsidiary on deposit with or in possession of such bank;



provided that the term "Permitted Encumbrances" shall not
include any Lien securing Indebtedness, except as provided in clause (g) above.



          "Person" means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.



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



          "Pricing Schedule" means the schedule attached hereto as
Schedule 1.01 and identified as such.



          "Prime Rate" means the rate of interest per annum publicly
announced from time to time by JPMorgan Chase Bank as its prime rate in effect at its
principal office in New York City; each change in the Prime Rate shall be effective from
and including the date such change is publicly announced as being effective. 



          "Register" has the meaning set forth in Section 9.04.



          "Related Parties" means, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees, agents and
advisors of such Person and such Person's Affiliates.



          "Required Lenders" means, at any time, Lenders having Credit
Exposures and unused Commitments representing greater than 50% of the sum of the total
Credit Exposures and unused Commitments hereunder.



 -9-






          "Responsible Officer" means the Chairman, Vice Chairman,
President, any Vice President, Chief Executive Officer, Chief Financial Officer,
Controller or Treasurer of the Borrower.



          "Revolving Credit Exposure" means, with respect to any Lender,
at any time prior to any conversion of Revolving Loans to Term Loans pursuant to Section
2.21, the Credit Exposure of such Lender.



          "Revolving Credit Termination Date" means the earlier of (x) the
later of (i) October 14, 2003 and (ii) an Extended Revolving Credit Termination Date and
(y) the date which is the effective date of any other termination, cancellation or
acceleration of all Commitments hereunder.



          "Revolving Loan" means a Loan made pursuant to Section 2.01(a).



          "S&P" means Standard & Poor's Ratings Group, a division
of The McGraw-Hill Companies, Inc.



          "Statutory Reserve Rate" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any marginal,
special, emergency or supplemental reserves) expressed as a decimal established by the
Board to which the Administrative Agent is subject for eurocurrency funding (currently
referred to as "Eurocurrency Liabilities" in Regulation D of the Board).
Such reserve percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to
such reserve requirements without benefit of or credit for proration, exemptions or
offsets that may be available from time to time to any Lender under such Regulation D
or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically
on and as of the effective date of any change in any reserve percentage.



          "subsidiary" means, with respect to any Person (the "parent")
at any date, any corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the parent in the
parent's consolidated financial statements if such financial statements were prepared in
accordance with GAAP as of such date, as well as any other corporation, limited liability
company, partnership, association or other entity (a) of which securities or other
ownership interests representing more than 50% of the equity or more than 50% of the
ordinary voting power or, in the case of a partnership, more than 50% of the general
partnership interests are, as of such date, owned, controlled or held, or (b) that
is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of
the parent or by the parent and one or more subsidiaries of the parent.



          "Subsidiary" means any subsidiary of the Borrower.



          "Taxes" means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.



          "Term Loan" means a Revolving Loan that is converted to a Term
Loan pursuant to Section 2.21.



          "Term Out Period" means the period commencing on the Revolving
Credit Termination Date and ending on the first anniversary thereof.



 -10-






          "Three-Year Facility" means the credit facility governed by that
certain $337,022,222 Three-Year Credit Agreement, dated as of even date herewith, by and
among the Borrower, the lenders party thereto and JPMorgan Chase Bank, as administrative
agent.



          "Transactions" means the execution, delivery and performance by
the Borrower of this Agreement, the borrowing of Loans and the use of the proceeds
thereof.



          "Trust Preferred Securities" means, with respect to the
Borrower, mandatorily redeemable capital trust securities of trusts which are Subsidiaries
and the subordinated debentures of the Borrower in which the proceeds of the issuance of
such capital trust securities are invested, including, without limitation, $275,000,000 of
such securities outstanding at the Effective Date.



          "Type", when used in reference to any Loan or Borrowing, refers
to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing,
is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.



     SECTION
1.02 Classification of Loans and Borrowings.  For purposes of this
Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by
Class and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings also may
be classified and referred to by Class (e.g., a "Revolving Borrowing") or
by Type (e.g., a "Eurodollar Borrowing") or by Class and Type (e.g.,
a "Eurodollar Revolving Borrowing").



     SECTION
1.03  Terms Generally.  The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever the context
may require, any pronoun shall include the corresponding masculine, feminine and neuter
forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word
"will" shall be construed to have the same meaning and effect as the word
"shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be construed as
referring to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such amendments,
supplements or modifications set forth herein), (b) any reference herein to any Person
shall be construed to include such Person's successors and assigns, (c) the words
"herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to any
particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits and
Schedules to, this Agreement and (e) the words "asset" and "property"
shall be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities, accounts and
contract rights. 



     SECTION
1.04  Accounting Terms; GAAP.  Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be construed in
accordance with GAAP, as in effect from time to time; provided that, if the
Borrower notifies the Administrative Agent that the Borrower requests an amendment to any
provision hereof to eliminate the effect of any change occurring after the date hereof in
GAAP or in the application thereof on the operation of such provision (or if the
Administrative Agent notifies the Borrower that the Required Lenders request an amendment
to any provision hereof for such purpose), regardless of whether any such notice is given
before or after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately before such
change shall have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith.


 -11-





ARTICLE II



The Credits



     SECTION
2.01  Commitments.  (a)  Subject to the terms and
conditions set forth herein, each Lender agrees (i) to make Revolving Loans to the
Borrower from time to time during the Availability Period in an aggregate principal amount
that will not result in (x) such Lender's Credit Exposure exceeding such Lender's
Commitment or (y) the sum of the total Credit Exposures exceeding the total
Commitments and (ii) at the election of the Borrower, to convert the principal amount of
any Revolving Loans remaining outstanding on the Revolving Credit Termination Date to Term
Loans pursuant to Section 2.21. Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.




          (b)   The Borrower shall have the right, without the consent of the
Lenders but with the prior approval of the Administrative Agent, not to be unreasonably
withheld, to cause from time to time an increase in the total Commitments of the Lenders
by adding to this Agreement one or more additional Lenders or by allowing one or more
Lenders to increase their respective Commitments; provided, however, (i) no
Default or Event of Default shall have occurred hereunder which is continuing, (ii) no
such increase shall cause (A) the aggregate Commitments hereunder to exceed $500,000,000,
or (B) the sum of the aggregate Commitments hereunder plus the aggregate commitments under
the Three-Year Facility to exceed $900,000,000, and (iii) no Lender's Commitment shall be
increased without such Lender's consent.



     SECTION
2.02  Loans and Borrowings.  (a)  Each Revolving Loan
shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders
ratably in accordance with their respective Commitments. The failure of any Lender to make
any Loan required to be made by it shall not relieve any other Lender of its obligations
hereunder; provided that the Commitments of the Lenders are several and no Lender
shall be responsible for any other Lender's failure to make Loans as required.



          (b)   Subject to Section 2.14, each Revolving Borrowing shall be
comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in
accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any
domestic or foreign branch or Affiliate of such Lender to make such Loan; provided
that any exercise of such option shall not affect the obligation of the Borrower to repay
such Loan in accordance with the terms of this Agreement. 



          (c)   At the commencement of each Interest Period for any Eurodollar
Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR Revolving
Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Borrowing
may be in an aggregate amount that is equal to the entire unused balance of the total
Commitments. Borrowings of more than one Type may be outstanding at the same time; provided
that there shall not at any time be more than a total of ten Eurodollar Borrowings
outstanding. 



          (d)   Notwithstanding any other provision of this Agreement (i) the
Borrower shall not be entitled to request, or to elect to convert (except for a conversion
to a Term Loan pursuant to Section 2.21) or continue, any Revolving Loan if the Interest
Period requested with respect thereto would end after the Revolving Credit Termination
Date and (ii) the Borrower shall not be entitled to request, to elect to convert or
continue, any Term Loan if the Interest Period requested with respect thereto would end
after the Final Maturity Date.



 -12-






     SECTION
2.03  Requests for Revolving Borrowings.  To request a
Revolving Borrowing, the Borrower shall notify the Administrative Agent of such request by
telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New
York City time, three Business Days before the date of the proposed Borrowing or
(b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City
time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall
be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Borrowing Request in a form approved by the
Administrative Agent and signed by the Borrower. Each such telephonic and written
Borrowing Request shall specify the following information in compliance with
Section 2.02:



                (i)          the
aggregate amount of the requested Borrowing;



                (ii)         the date
of such Borrowing, which shall be a Business Day;



                (iii)        whether such
Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;



                (iv)         in the
case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto,
which shall be a period contemplated by the definition of the term "Interest
Period"; and



                (v)           the location and number of the Borrower's account
to which funds are to be disbursed, which shall comply with the requirements of Section
2.07.



If no election as to the Type of Revolving Borrowing is specified, then
the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Revolving Borrowing, then the Borrower shall be deemed
to have selected an Interest Period of one month's duration. Promptly following receipt of
a Borrowing Request in accordance with this Section, the Administrative Agent shall advise
each Lender of the details thereof and of the amount of such Lender's Loan to be made as
part of the requested Borrowing.



     SECTION
2.04  Reserved.



     SECTION
2.05  Reserved.



     SECTION
2.06  Reserved.



     SECTION
2.07  Funding of Borrowings.  (a)  Each Lender shall
make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 2:00 p.m., New York City time, to the account of the
Administrative Agent most recently designated by it for such purpose by notice to the
Lenders. The Administrative Agent will make such Loans available to the Borrower by
promptly crediting the amounts so received, in like funds, to an account of the Borrower
maintained with the Administrative Agent in New York City and designated by the Borrower
in the applicable Borrowing Request.



          (b)   Unless the Administrative Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's share of such Borrowing, the
Administrative Agent may assume that such Lender has made such share available on such
date in accordance with paragraph (a) of this Section and may, in reliance upon such
assumption, make available to the Borrower a corresponding amount. In such event, 



 -13-





if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the applicable
Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on
demand such corresponding amount with interest thereon, for each day from and including
the date such amount is made available to the Borrower to but excluding the date of
payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation or (ii) in the case of
the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount
to the Administrative Agent, then such amount shall constitute such Lender's Loan included
in such Borrowing.



     SECTION
2.08  Interest Elections.  (a)  Each Borrowing
initially shall be of the Type specified in the applicable Borrowing Request and, in the
case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such
Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a
different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing,
may elect Interest Periods therefor, all as provided in this Section. The Borrower may
elect different options with respect to different portions of the affected Borrowing, in
which case each such portion shall be allocated ratably among the Lenders holding the
Loans comprising such Borrowing, and the Loans comprising each such portion shall be
considered a separate Borrowing. 



          (b)   To make an election pursuant to this Section, the Borrower shall
notify the Administrative Agent of such election by telephone by the time that a Borrowing
Request would be required under Section 2.03 if the Borrower were requesting a Revolving
Borrowing of the Type resulting from such election to be made on the effective date of
such election. Each such telephonic Interest Election Request shall be irrevocable and
shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a
written Interest Election Request in a form approved by the Administrative Agent and
signed by the Borrower.



          (c)   Each telephonic and written Interest Election Request shall specify
the following information in compliance with Section 2.02:



  
              (i)          the
    Borrowing to which such Interest Election Request applies and, if different options are
    being elected with respect to different portions thereof, the portions thereof to be
    allocated to each resulting Borrowing (in which case the information to be specified
    pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

              (ii)         the
    effective date of the election made pursuant to such Interest Election Request, which
    shall be a Business Day;

              (iii)        whether the
    resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

              (iv)         if the
    resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable
    thereto after giving effect to such election, which shall be a period contemplated by the
    definition of the term "Interest Period".

  





If any such Interest Election Request requests a Eurodollar Borrowing but does not
specify an Interest Period, then the Borrower shall be deemed to have selected an Interest
Period of one month's duration.



 -14-






          (d)   Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such Lender's
portion of each resulting Borrowing.



          (e)   If the Borrower fails to deliver a timely Interest Election Request
with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable
thereto, then, unless such Borrowing is repaid as provided herein, at the end of such
Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any
contrary provision hereof, if an Event of Default has occurred and is continuing and the
Administrative Agent, at the request of the Required Lenders, so notifies the Borrower,
then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be
converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each
Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.



     SECTION
2.09  Termination and Reduction of Commitments.  (a)  Unless
previously terminated, the Commitments shall terminate on the Revolving Credit Termination
Date.



          (b)   The Borrower may at any time terminate, or from time to time reduce,
the Commitments; provided that (i) each reduction of the Commitments shall be in an
amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and (ii)
the Borrower shall not terminate or reduce the Commitments if, after giving effect to any
concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the
Revolving Credit Exposures would exceed the total Commitments.



          (c)   The Borrower shall notify the Administrative Agent of any election
to terminate or reduce the Commitments under paragraph (b) of this Section at least
three Business Days prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof. Promptly following receipt of any
notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each
notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided
that a notice of termination of the Commitments delivered by the Borrower may state that
such notice is conditioned upon the effectiveness of other credit facilities, in which
case such notice may be revoked by the Borrower (by notice to the Administrative Agent on
or prior to the specified effective date) if such condition is not satisfied. Any
termination or reduction of the Commitments shall be permanent. Each reduction of the
Commitments shall be made ratably among the Lenders in accordance with their respective
Commitments.



     SECTION 2.10  Repayment of
Loans; Evidence of Debt.  (a)  The Borrower hereby unconditionally
promises to pay (i) to the Administrative Agent for the account of each Lender the then
unpaid principal amount of each Revolving Loan on the Revolving Credit Termination Date
(unless converted to Term Loans pursuant to Section 2.21) and (ii) to the Administrative
Agent for the account of the Lender the then unpaid principal amount of each Term Loan on
the Final Maturity Date.



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



          (c)   The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made hereunder, the Type thereof and the Interest
Period applicable thereto, (ii) the amount of any principal or interest due and
payable or to become due and payable from the Borrower to each Lender hereunder and
(iii) the amount of any sum received by the Administrative Agent hereunder for the
account of the Lenders and each Lender's share thereof.



 -15-






          (d)   The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence
of the existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Borrower to repay the Loans
in accordance with the terms of this Agreement.



          (e)   Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, the Borrower shall prepare, execute and deliver to such
Lender a promissory note payable to the order of such Lender (or, if requested by such
Lender, to such Lender and its registered assigns) and in a form approved by the
Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest
thereon shall at all times (including after assignment pursuant to Section 9.04) be
represented by one or more promissory notes in such form payable to the order of the payee
named therein (or, if such promissory note is a registered note, to such payee and its
registered assigns).



     SECTION 2.11  Prepayment
of Loans.  (a)  The Borrower shall have the right at any time and
from time to time to prepay any Borrowing in whole or in part, subject to prior notice in
accordance with paragraph (c) of this Section.



          (b)   If at any time the aggregate outstanding principal amount of the
Revolving Credit Exposures exceeds the sum of the total Commitments, the Borrower shall
prepay the Revolving Loans in an amount equal to such excess. Each prepayment of Loans
pursuant to this Section 2.11 shall be accompanied by payment of accrued interest on the
amount prepaid to the date of prepayment and, in the case of prepayments of Eurodollar
Loans, any amounts payable pursuant to Section 2.16.



          (c)   The Borrower shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a
Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days
before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not
later than 11:00 a.m., New York City time, on the date of prepayment. Each such notice
shall be irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid; provided that, if a notice of
prepayment is given in connection with a conditional notice of termination of the
Commitments as contemplated by Section 2.09, then such notice of prepayment may be
revoked if such notice of termination is revoked in accordance with Section 2.09.
Promptly following receipt of any such notice relating to a Borrowing, the Administrative
Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any
Borrowing shall be in an amount that would be permitted in the case of an advance of a
Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing
shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall
be accompanied by accrued interest to the extent required by Section 2.13.



     SECTION 2.12  Fees. 
(a)  The Borrower agrees to pay to the Administrative Agent for the account of
each Lender a facility fee, which shall accrue at the Applicable Rate on (i) the daily
amount of the Commitment of such Lender, whether used or unused, during the period from
and including the Effective Date to but excluding the Revolving Credit Termination Date (provided
that, if such Lender continues to have any Credit Exposure after its Commitment
terminates, then such facility fee shall continue to accrue on the daily amount of such
Lender's Credit Exposure from and including the date on which its Commitment terminates to
but excluding the date on which such Lender ceases to have any Credit Exposure) and (ii)
the daily amount of the Credit Exposure of such Lender during the Term Out Period, if any.
Accrued facility fees shall be payable in arrears on the last day of March, June,
September and December of each year, commencing December 31, 2002 and on the date the
Loans are paid in full. All facility fees shall be computed on the basis of a year of 365
or 366 days, as the case may 



 -16-





be, and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day). 



          (b)   Prior to any Term Out Period, the Borrower agrees to pay to the
Administrative Agent for the account of each Lender, at all times when the aggregate
outstanding principal amount of the Loans is greater than 50% of the Commitments, a
utilization fee computed at the Applicable Rate on the daily amount of the Credit Exposure
of such Lender. During the Term Out Period, if any, the Borrower agrees to pay to the
Administrative Agent for the account of each Lender, at all times when the aggregate
outstanding principal amount of the Loans is greater than 50% of the Commitments at the
time immediately prior to the beginning of the Term Out Period, a utilization fee computed
at the Applicable Rate on the daily amount of the Credit Exposure of such Lender. Accrued
utilization fees shall be payable in arrears on the last day of March, June, September and
December of each year, commencing December 31, 2002 and on the date the Loans are paid in
full. All utilization fees shall be computed on the basis of a year of 365 or 366 days, as
the case may be, and shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). 



          (c)   The Borrower agrees to pay to the Administrative Agent, for its own
account, fees payable in the amounts and at the times separately agreed upon between the
Borrower and the Administrative Agent.



          (d)   All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent for distribution, in the case of
facility fees and utilization fees, to the Lenders. Fees paid shall not be refundable
under any circumstances.



     SECTION 2.13  Interest.  (a) 
The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base
Rate plus the Applicable Rate.



          (b)   The Loans comprising each Eurodollar Borrowing shall bear interest
at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the
Applicable Rate.



          (c)   Notwithstanding the foregoing, if any principal of or interest on
any Loan or any fee or other amount payable by the Borrower hereunder is not paid when
due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall
bear interest, after as well as before judgment, at a rate per annum equal to (i) in the
case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan
as provided in the preceding paragraphs of this Section or (ii) in the case of any other
amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this
Section.



          (d)   Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan and on the Final Maturity Date; provided that
(i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand,
(ii) in the event of any repayment or prepayment of any Loan, accrued interest on the
principal amount repaid or prepaid shall be payable on the date of such repayment or
prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the
end of the current Interest Period therefor, accrued interest on such Loan shall be
payable on the effective date of such conversion.



          (e)   All interest hereunder shall be computed on the basis of a year of
360 days, except that interest computed by reference to the Alternate Base Rate at times
when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of
a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the
actual number of days elapsed (including the first day but excluding the last day). The
applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate 



 -17-





shall be determined by the Administrative
Agent, and such determination shall be conclusive absent manifest error.



     SECTION 2.14  Alternate
Rate of Interest.  If prior to the commencement of any Interest Period for a
Eurodollar Borrowing:



          (a)   the Administrative Agent determines (which determination shall be
conclusive absent manifest error) that adequate and reasonable means do not exist for
ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest
Period; or



          (b)   the Administrative Agent is advised by the Required Lenders that the
Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not
adequately and fairly reflect the cost to such Lenders of making or maintaining their
Loans included in such Borrowing for such Interest Period;



then the Administrative Agent shall give notice thereof to the Borrower
and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until
the Administrative Agent notifies the Borrower and the Lenders that the circumstances
giving rise to such notice no longer exist, (i) any Interest Election Request that
requests the conversion of any Borrowing to, or continuation of any Borrowing as, a
Eurodollar Borrowing shall be ineffective, and (ii) if any Borrowing Request requests a
Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that if
the circumstances giving rise to such notice affect only one Type of Borrowings, then the
other Type of Borrowings shall be permitted.



     SECTION 2.15  Increased
Costs.  (a)  If any Change in Law shall:



  
              (i)          impose,
    modify or deem applicable any reserve, special deposit or similar requirement against
    assets of, deposits with or for the account of, or credit extended by, any Lender (except
    any such reserve requirement reflected in the Adjusted LIBO Rate); or

              (ii)         impose on
    any Lender or the London interbank market any other condition affecting this Agreement or
    Eurodollar Loans made by such Lender;

  





and the result of any of the foregoing shall be to increase the cost to
such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation
to make any such Loan) or to reduce the amount of any sum received or receivable by such
Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay
to such Lender such additional amount or amounts as will compensate such Lender, for such
additional costs incurred or reduction suffered.



          (b)   If any Lender determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such Lender's
capital or on the capital of such Lender's holding company, if any, as a consequence of
this Agreement or the Loans made by such Lender to a level below that which such Lender or
such Lender's holding company could have achieved but for such Change in Law (taking into
consideration such Lender's policies and the policies of such Lender's holding company
with respect to capital adequacy), then from time to time the Borrower will pay to such
Lender such additional amount or amounts as will compensate such Lender or such Lender's
holding company for any such reduction suffered.



 -18-






          (c)   A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender or its holding company, as the case may be, as
specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower
and shall be conclusive absent manifest error. The Borrower shall pay such Lender the
amount shown as due on any such certificate within 10 Business Days after receipt
thereof. 



          (d)   Failure or delay on the part of any Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender's right to demand
such compensation; provided that the Borrower shall not be required to compensate a
Lender pursuant to this Section for any increased costs or reductions incurred more than
180 days prior to the date that such Lender notifies the Borrower of the Change in Law
giving rise to such increased costs or reductions and of such Lender's intention to claim
compensation therefor; provided further that, if the Change in Law giving
rise to such increased costs or reductions is retroactive, then the 180 day period
referred to above shall be extended to include the period of retroactive effect thereof.



     SECTION 2.16  Break
Funding Payments.  In the event of (a) the payment of any principal of any
Eurodollar Loan other than on the last day of an Interest Period applicable thereto
(including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan
other than on the last day of the Interest Period applicable thereto, (c) the failure to
borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice may be revoked under
Section 2.11(c) and is revoked in accordance therewith), or (d)  the assignment of
any Eurodollar Loan other than on the last day of the Interest Period applicable thereto
as a result of a request by the Borrower pursuant to Section 2.19, then, in any such
event, the Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense
to any Lender shall be deemed to include an amount determined by such Lender to be the
excess, if any, of (i) the amount of interest that such Lender would pay for a deposit
equal to the principal amount of such Loan for the period from the date of such payment,
conversion, failure or assignment to the last day of the then current Interest Period for
such Loan (or, in the case of a failure to borrow, convert or continue, the duration of
the Interest Period that would have resulted from such borrowing, conversion or
continuation) if the interest rate payable on such deposit were equal to the LIBO Rate for
such Interest Period, over (ii) the amount of interest that such Lender would earn on such
principal amount for such period if such Lender were to invest such principal amount for
such period at the interest rate that would be bid by such Lender (or an Affiliate of such
Lender) for dollar deposits from other banks in the Eurodollar market at the commencement
of such period. A certificate of any Lender setting forth any amount or amounts that such
Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower
and shall be conclusive absent manifest error. The Borrower shall pay such Lender the
amount shown as due on any such certificate within 10 Business Days after receipt thereof.



     SECTION 2.17  Taxes.  (a)
Any and all payments by or on account of any obligation of the Borrower hereunder shall be
made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided
that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that after
making all required deductions (including deductions applicable to additional sums payable
under this Section) the Administrative Agent or Lender (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions and (iii) the Borrower shall pay
the full amount deducted to the relevant Governmental Authority in accordance with
applicable law.



 -19-






          (b)   In addition, the Borrower shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.



          (c)   The Borrower shall indemnify the Administrative Agent and each
Lender, within 10 Business Days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the
case may be, (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority. A certificate as to the amount of such payment or
liability delivered to the Borrower by a Lender, or by the Administrative Agent on its own
behalf or on behalf of a Lender, shall be conclusive absent manifest error. 



          (d)   As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by such
Governmental Authority evidencing such payment, a copy of the return reporting such
payment or other evidence of such payment reasonably satisfactory to the Administrative
Agent.



          (e)   Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the Borrower is
located, or any treaty to which such jurisdiction is a party, with respect to payments
under this Agreement shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law, such properly completed and
executed documentation prescribed by applicable law or reasonably requested by the
Borrower as will permit such payments to be made without withholding or at a reduced rate.



          (f)   If the Administrative Agent or a Lender determines, in its sole
discretion, that it has received a refund of any Taxes or Other Taxes as to which it has
been indemnified by the Borrower or with respect to which the Borrower has paid additional
amounts pursuant to this Section 2.17, it shall pay over such refund to the Borrower (but
only to the extent of indemnity payments made, or additional amounts paid, by the Borrower
under this Section 2.17 with respect to the Taxes or Other Taxes giving rise to such
refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and
without interest (other than any interest paid by the relevant Governmental Authority with
respect to such refund); provided, that the Borrower, upon the request of the
Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower
(plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent or such Lender in the event the Administrative
Agent or such Lender is required to repay such refund to such Governmental Authority. This
Section shall not be construed to require the Administrative Agent or any Lender to make
available its tax returns (or any other information relating to its taxes which it deems
confidential) to the Borrower or any other Person. 



     SECTION 2.18  Payments
Generally; Pro Rata Treatment; Sharing of Set-offs.  (a)  The Borrower
shall make each payment required to be made by it hereunder (whether of principal,
interest, fees, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise)
prior to 12:00 noon, New York City time, on the date when due, in immediately available
funds, without set-off or counterclaim. Any amounts received after such time on any date
may, in the discretion of the Administrative Agent, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest thereon. All such
payments shall be made to the Administrative Agent at its offices at 270 Park Avenue, New
York, New York, except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall
be made directly to the Persons entitled thereto. The Administrative Agent shall
distribute any such payments 


 -20-





received by it for the account of any other Person to the appropriate
recipient promptly following receipt thereof. If any payment hereunder shall be due on a
day that is not a Business Day, the date for payment shall be extended to the next
succeeding Business Day, and, in the case of any payment accruing interest, interest
thereon shall be payable for the period of such extension. All payments hereunder shall be
made in dollars.



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



          (c)   If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or interest on
any of its Loans resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Loans and accrued interest thereon than the proportion received by
any other Lender, then the Lender receiving such greater proportion shall purchase (for
cash at face value) participations in the Loans of other Lenders to the extent necessary
so that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on their
respective Loans; provided that (i) if any such participations are purchased and
all or any portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such recovery, without
interest, and (ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the assignment of or
sale of a participation in any of its Loans to any assignee or participant, other than to
the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this
paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent
it may effectively do so under applicable law, that any Lender acquiring a participation
pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off
and counterclaim with respect to such participation as fully as if such Lender were a
direct creditor of the Borrower in the amount of such participation.



          (d)   Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Administrative Agent for the
account of the Lenders hereunder that the Borrower will not make such payment, the
Administrative Agent may assume that the Borrower has made such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to the Lenders
the amount due. In such event, if the Borrower has not in fact made such payment, then
each of the Lenders severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender with interest thereon, for each day from
and including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation.



          (e)   If any Lender shall fail to make any payment required to be made by
it pursuant to Section 2.07(b) or 2.18(d), then the Administrative Agent may, in its
discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter
received by the Administrative Agent for the account of such Lender to satisfy such
Lender's obligations under such Sections until all such unsatisfied obligations are fully
paid.


 -21-






     SECTION 2.19  Mitigation
Obligations; Replacement of Lenders.  (a)  If any Lender requests
compensation under Section 2.15, or if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to
designate a different lending office for funding or booking its Loans hereunder or to
assign its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be,
in the future and (ii) would not subject such Lender to any unreimbursed cost or expense
and would not otherwise be disadvantageous to such Lender. 



          (b)   If any Lender requests compensation under Section 2.15, or if
the Borrower is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, or if any Lender
defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole
expense and effort, upon notice to such Lender and the Administrative Agent, require such
Lender to assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 9.04), all its interests, rights and obligations
under this Agreement to an assignee that shall assume such obligations (which assignee may
be another Lender, if a Lender accepts such assignment); provided that (i) the
Borrower shall have received the prior written consent of the Administrative Agent, which
consent shall not unreasonably be withheld, (ii) such Lender shall have received payment
of an amount equal to the outstanding principal of its Loans, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder, from the assignee (to the
extent of such outstanding principal and accrued interest and fees) or the Borrower (in
the case of all other amounts) and (iii) in the case of any such assignment resulting
from a claim for compensation under Section 2.15 or payments required to be made
pursuant to Section 2.17, such assignment will result in a reduction in such
compensation or payments. A Lender shall not be required to make any such assignment and
delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation cease to
apply.



     SECTION 2.20  Extensions
of Termination Date; Removal of Lenders.  (a)  The Borrower may,
by written notice to the Administrative Agent (a "Notice of Extension")
given not less than 30 nor more than 45 days prior to the then effective Revolving Credit
Termination Date, advise the Lenders that it requests an extension of the then effective
Revolving Credit Termination Date (such then effective Revolving Credit Termination Date
being the "Existing Revolving Credit Termination Date") by 364 calendar
days, effective on the Existing Revolving Credit Termination Date. The Administrative
Agent will promptly, and in any event within five Business Days of the receipt of such
Notice of Extension, notify the Lenders of the contents of each such Notice of Extension.



          (b)   Each Notice of Extension shall
(i) be irrevocable and (ii) constitute a representation by the Borrower that (A) neither
any Event of Default nor any Default has occurred and is continuing, and (B) the
representations and warranties contained in Article III are correct on and as
of such date, as though made on and as of such date (unless any representation and
warranty expressly relates to an earlier date, in which case such representation and
warranty shall be correct as of such earlier date). In the event the Existing Revolving
Credit Termination Date is extended pursuant to the terms of this Section 2.20, the
Borrower shall be deemed to represent on and as of the effective date of such extension
that (i) neither any Event of Default nor any Default has occurred and is continuing, and
(ii) the representations and warranties contained in Article III are correct on and
as of such date, as though made on and as of such date (unless any representation and
warranty expressly relates to an earlier date, in which case such representation and
warranty shall be correct as of such earlier date).



 -22-






          (c)   In the event a Notice of
Extension is given to the Administrative Agent as provided in Section 2.20(a) and the
Administrative Agent notifies a Lender of the contents thereof, such Lender shall on or
before the 20th day next preceding the Existing Revolving Credit Termination Date advise
the Administrative Agent in writing whether or not such Lender consents to the extension
requested thereby and if any Lender fails so to advise the Administrative Agent, such
Lender shall be deemed to have not consented to such extension. If Lenders holding 80% or
more of the sum of the aggregate Revolving Credit Exposures and unused Commitments so
consent (the "Consenting Lenders") to such extension and any and all
Lenders who have not consented (the "Non-Consenting Lenders") are
replaced pursuant to paragraph (d) or (e) of this Section 2.20 or repaid pursuant to
paragraph (f) of this Section 2.20, the Revolving Credit Termination Date, and the
Commitments of the Consenting Lenders and the Nominees (as defined below) shall be
automatically extended 364 calendar days from the Existing Revolving Credit Termination
Date, effective on the Existing Revolving Credit Termination Date. The Administrative
Agent shall promptly notify the Borrower and all of the Lenders of each written notice of
consent given pursuant to this Section 2.20(c).



          (d)   In the event the Consenting
Lenders hold less than 100% of the sum of the aggregate Revolving Credit Exposures and
unused Commitments, the Consenting Lenders, or any of them, shall have the right (but not
the obligation) to assume all or any portion of the Non-Consenting Lenders' Commitments by
giving written notice to the Borrower and the Administrative Agent of their election to do
so on or before the 15th day next preceding the Existing Revolving Credit Termination
Date, which notice shall be irrevocable and shall constitute an undertaking to (i) assume,
as of the close of business on the Existing Revolving Credit Termination Date, all or such
portion of the Commitments of the Non-Consenting Lenders, as the case may be, as may be
specified in such written notice, and (ii) purchase (without recourse) from the
Non-Consenting Lenders, at the close of business on the Existing Revolving Credit
Termination Date, the Credit Exposures outstanding on the Existing Revolving Credit
Termination Date that correspond to the portion of the Commitments to be so assumed at a
price equal to the sum of (x) the unpaid principal amount of all Loans so purchased, plus
(y) the aggregate amount, if any, previously funded by the transferor or any
participations so purchased, plus (z) all accrued and unpaid interest thereon. Such
Commitments and Credit Exposures, or portion thereof, to be assumed and purchased by
Consenting Lenders shall be allocated among those Consenting Lenders who have so elected
to assume the same pro rata in accordance with the respective Commitments of such
Consenting Lenders as of the Existing Revolving Credit Termination Date (provided,
however, in no event shall a Consenting Lender be required to assume and purchase an
amount or portion of the Commitments and Credit Exposures of the Non-Consenting Lenders in
excess of the amount which such Consenting Lender agreed to assume and purchase pursuant
to the immediately preceding sentence) or on such other basis as such Consenting Lender
shall agree. The Administrative Agent shall promptly notify the Borrower and the other
Consenting Lenders in the event it receives any notice from a Consenting Lender pursuant
to this Section 2.20(d).



          (e)   In the event that the
Consenting Lenders shall not elect as provided in Section 2.20(d) to assume and purchase
all of the Non-Consenting Lenders' Commitments and Credit Exposures, the Borrower may
designate, by written notice to the Administrative Agent and the Consenting Lenders given
on or before the tenth day next preceding the Existing Revolving Credit Termination Date,
one or more assignees not a party to this Agreement (individually, a "Nominee"
and collectively, the "Nominees") to assume all or any portion of the
Non-Consenting Lenders' Commitments not to be assumed by the Consenting Lenders and to
purchase (without recourse) from the Non-Consenting Lenders all Credit Exposures
outstanding at the close of business on the Existing Revolving Credit Termination Date
that corresponds to the portion of the Commitments so to be assumed at the price specified
in Section 2.20(d). Each assumption and purchase under this Section 2.20(e) shall be
effective 


 -23-





as of the close of business on the Existing Revolving Credit
Termination Date when each of the following conditions has been satisfied in a manner
satisfactory to the Administrative Agent:



  
         (i)        each Nominee and the
    Non-Consenting Lenders have executed an Assignment and Assumption pursuant to which such
    Nominee shall (A) assume in writing its share of the obligations of the Non-Consenting
    Lenders hereunder, including its share of the Commitments of the Non-Consenting Lenders
    and (B) agree to be bound as a Lender by the terms of this Agreement; 

         (ii)       each Nominee shall have completed
    and delivered to the Administrative Agent an Administrative Questionnaire; and

         (iii)     the assignment shall otherwise comply with
    Section 9.04.

  





          (f) If all of the Commitments of the
Non-Consenting Lenders are not replaced on or before the Existing Revolving Credit
Termination Date, then, at the Borrower's option, either (i) all Commitments shall
terminate on the Existing Revolving Credit Termination Date or (ii) the Borrower shall
give prompt notice of termination on the Existing Revolving Credit Termination Date of the
Commitments of each Non-Consenting Lender not so replaced to the Administrative Agent, and
shall prepay on the Existing Revolving Credit Termination Date the Loans, if any, of such
Non-Consenting Lenders, which shall reduce the aggregate Commitments accordingly (to the
extent not assumed), and the Existing Revolving Credit Termination Date shall be extended
in accordance with this Section 2.20 for the remaining Commitments of the Consenting
Lenders; provided, however, that (A) Lenders having Revolving Credit Exposures and unused
Commitments representing more than 80% of the sum of the aggregate Revolving Credit
Exposures and unused Commitments have consented to such extension pursuant to Section
2.20(c) and (B) no Lender after giving effect to the extension contemplated hereunder
shall have more than 20% of the aggregate Commitments without such Lender's prior written
consent.



     SECTION 2.21  Conversion
to Term Loans.  At the option of the Borrower and subject to the
satisfaction of the conditions precedent for a Borrowing set forth in Section 4.02, upon
written notice delivered to the Administrative Agent no earlier than 60 days and no later
than one Business Day prior to the Revolving Credit Termination Date, the aggregate
principal amount of all, but not less than all, of the Revolving Loans remaining
outstanding at the close of the Administrative Agent's business on the Revolving Credit
Termination Date shall automatically convert to Term Loans with a maturity of one year.
Any portion of each Lender's Commitment not utilized on or before the Revolving Credit
Termination Date shall be permanently cancelled. Any Term Loans that are prepaid may not
be reborrowed. 


ARTICLE III



Representations and Warranties



     The Borrower
represents and warrants to the Lenders that: 



     SECTION 3.01  Organization;
Powers.  Each of the Borrower and its Subsidiaries is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, has all requisite power and authority to carry on its business as now
conducted and, except where the failure 



 -24-





to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect, is qualified to
do business in, and is in good standing in, every jurisdiction where such qualification is
required. 



     SECTION 3.02  Authorization;
Enforceability.  The Transactions are within the Borrower's corporate powers
and have been duly authorized by all necessary corporate and, if required, stockholder
action. This Agreement has been duly executed and delivered by the Borrower and
constitutes a legal, valid and binding obligation of the Borrower, enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity or at
law.



     SECTION 3.03  Governmental
Approvals; No Conflicts.  The Transactions (a) do not require any consent or
approval of, registration or filing with, or any other action by, any Governmental
Authority, except such as have been obtained or made and are in full force and effect and
such matters relating to performance as would ordinarily be done in the ordinary course of
business after the Effective Date, (b) will not violate any applicable law or regulation
or any order of any Governmental Authority, (c) will not violate the charter, by-laws or
other organizational documents of the Borrower, (d) will not violate or result in a
default under any indenture, agreement or other instrument binding upon the Borrower or
any of its Subsidiaries or its assets, or give rise to a right thereunder to require any
payment to be made by the Borrower or any of its Subsidiaries, and (e) will not result in
the creation or imposition of any Lien on any asset of the Borrower or any of its
Subsidiaries, except for breaches, violations and defaults under clauses (b) and (d) that
neither individually nor in the aggregate could reasonably be expected to result in a
Material Adverse Effect.



     SECTION 3.04  Financial
Condition; No Material Adverse Change.  (a)  The consolidated
balance sheet of the Borrower and its Consolidated Subsidiaries and the related
consolidated statements of income, common stockholders equity and cash flows (i) as of and
for the fiscal year ended December 31, 2001, reported on by Pricewaterhouse Coopers LLP,
independent public accountants and set forth in the Borrower's 2001 Form 10-K, and (ii) as
of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2002, set
forth in the Borrower's latest Form 10-Q, present fairly, in all material respects, the
consolidated financial position and results of operations and cash flows of the Borrower
and its Consolidated Subsidiaries as of such dates and for such periods in accordance with
GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of
the statements referred to in clause (ii) above.



          (b)   As of the Effective Date, since December 31, 2001, there has been no
material adverse change in the business, assets, liabilities (actual or contingent),
operations, or financial condition of the Borrower and the Subsidiaries taken as a whole.



     SECTION 3.05  Properties.  Each
of the Borrower and the Subsidiaries has good title to, or valid leasehold or other
interests in, all its real and personal property material to its business, except for
Liens permitted pursuant to Section 6.02.



     SECTION 3.06  Litigation
and Environmental Matters.  (a)  Except as disclosed in the most
recent Annual Report on Form 10-K delivered by the Borrower to the Lenders, there is no
action, suit or proceeding by or before any arbitrator or Governmental Authority pending
against or, to the knowledge of the Borrower, threatened against or affecting the Borrower
or any of the Subsidiaries (i) as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could 



 -25-





reasonably be expected to result in a
Material Adverse Effect or (ii) that involves this Agreement or the Transactions.



          (b) In the ordinary course of its business, the
Borrower conducts an ongoing review of the effect of Environmental Laws on the business,
operations and properties of the Borrower and the Subsidiaries, in the course of which it
identifies and evaluates associated liabilities and costs (including any capital or
operating expenditures required for clean-up or closure of properties currently or
previously owned, any capital or operating expenditures required to achieve or maintain
compliance with environmental protection standards imposed by law or as a condition of any
license, permit or contract, any related constraints on operating activities, including
any periodic or permanent shutdown of any facility or reduction in the level of or change
in the nature of operations conducted threat, any costs or liabilities in connection with
off-site disposal of wastes or Hazardous Materials, and any actual or potential
liabilities to third parties, including employees, and any related costs and expenses). On
the basis of this review, the Borrower has reasonably concluded that such associated
liabilities and costs, including the costs of compliance with Environmental Laws, are
unlikely to result in a Material Adverse Effect.



     SECTION 3.07  Compliance
with Laws and Agreements.  Each of the Borrower and its Subsidiaries is in
compliance with all laws, regulations and orders of any Governmental Authority applicable
to it or its property and all indentures, agreements and other instruments binding upon it
or its property, except where the failure to do so, individually or in the aggregate for
the Borrower and its Subsidiaries, could not reasonably be expected to result in a
Material Adverse Effect. 



     SECTION 3.08  Investment
and Holding Company Status.  Neither the Borrower nor any of its
Subsidiaries is (a) an "investment company" as defined in, or subject to
regulation under, the Investment Company Act of 1940 or (b) a "holding
company" as defined in, or subject to regulation under, the Public Utility Holding
Company Act of 1935.



     SECTION 3.09  Taxes.  The
Borrower and the Subsidiaries have caused to be filed all federal income tax returns and
other material tax returns, statements and reports (or obtained extensions with respect
thereto) which are required to be filed and have paid or deposited or made adequate
provision in accordance with GAAP for the payment of all taxes (including estimated taxes
shown on such returns, statements and reports) which are shown to be due pursuant to such
returns, except for taxes as are being contested in good faith by appropriate proceedings
for which adequate reserves have been established in accordance with GAAP and where the
failure to pay such taxes (individually or in the aggregate for the Borrower and the
Subsidiaries) would not have a Material Adverse Effect.



     SECTION 3.10  ERISA.  Each
member of the ERISA Group has fulfilled its obligations under the minimum funding
standards of ERISA and the Code with respect to each Plan and is in compliance in all
material respects with the presently applicable provisions of ERISA and the Code with
respect to each Plan. No member of the ERISA Group has (i) sought a waiver of the minimum
funding standard under Section 412 of the Code in respect of any Plan, (ii) failed to make
any contribution or payment to any Plan or Multiemployer Plan or in respect of any Benefit
Arrangement, or made any amendment to any Plan or Benefit Arrangement, which has resulted
or could result in the imposition of a Lien or the posting of a bond or other security
under ERISA or the Code or (iii) incurred any liability under Title IV of ERISA other than
a liability to the PBGC for premiums under Section 4007 of ERISA, which waiver, failure or
liability could reasonably be expected to result in a Material Adverse Effect.



     SECTION 3.11  Disclosure.  All
information heretofore furnished by the Borrower to the Administrative Agent or any Lender
for purposes of or in connection with this Agreement or any 


 -26-





transaction contemplated hereby is, and all such information hereafter
furnished by the Borrower to the Administrative Agent or any Lender will be, true and
accurate in all material respects on the date as of which such information is stated or
certified. None of the reports, financial statements, certificates or other information
furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in
connection with the syndication or negotiation of this Agreement or delivered hereunder
(as modified or supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading.


ARTICLE IV



Conditions



     SECTION 4.01  Effective
Date.  The obligations of the Lenders to make Loans hereunder shall not
become effective until the date on which each of the following conditions is satisfied (or
waived in accordance with Section 9.02):



          (a)   The Administrative Agent (or its counsel) shall have received from
each party hereto either (i) a counterpart of this Agreement signed on behalf of such
party or (ii) written evidence satisfactory to the Administrative Agent (which may include
telecopy transmission of a signed signature page of this Agreement) that such party has
signed a counterpart of this Agreement.



          (b)   The Administrative Agent shall have received favorable written
opinions (addressed to the Administrative Agent and the Lenders and dated the Effective
Date) of Polsinelli Shalton & Welte, P.C., Kansas counsel for the Borrower, and
Bracewell & Patterson, L.L.P., counsel for the Borrower, substantially in the forms of
Exhibit B-1 and B-2, and covering such other matters relating to the Borrower, this
Agreement or the Transactions as the Required Lenders shall reasonably request. The
Borrower hereby requests such counsels to deliver such opinions.



          (c)   The Administrative Agent shall have received such documents and
certificates as the Administrative Agent or its counsel may reasonably request relating to
the organization, existence and good standing of the Borrower, the authorization of the
Transactions and any other legal matters relating to the Borrower, this Agreement or the
Transactions, all in form and substance satisfactory to the Administrative Agent and its
counsel.



          (d)   The Administrative Agent shall have received a certificate, dated
the Effective Date and signed by the President, a Vice President or a Financial Officer of
the Borrower, confirming compliance with the conditions set forth in paragraphs (a)
and (b) of Section 4.02.



          (e)   The Administrative Agent shall have received all fees and other
amounts due and payable on or prior to the Effective Date, including, to the extent
invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be
reimbursed or paid by the Borrower hereunder.



          (f)   The Administrative Agent shall have received a written irrevocable
notice from the Borrower terminating the Existing Credit Facility (including all
commitments thereunder) and directing the Administrative Agent to prepay by wire transfer,
in immediately available funds, in full any loans and other amounts then outstanding
thereunder, together with accrued interest thereon and any unpaid fees then accrued.


 -27-






          (g)   The conditions precedent to the making of loans under the Three-Year
Facility shall have been satisfied or waived in accordance with such facility.



The Administrative Agent shall notify the Borrower and the Lenders of
the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the
foregoing, the obligations of the Lenders to make Loans hereunder shall not become
effective unless each of the foregoing conditions is satisfied (or waived pursuant to
Section 9.02) at or prior to 3:00 p.m., New York City time, on October 22, 2002 (and, in
the event such conditions are not so satisfied or waived, the Commitments shall terminate
at such time). 



     SECTION 4.02  Each
Credit Event.  The obligation of each Lender to make a Loan on the occasion
of any Borrowing is subject to the satisfaction of the following conditions:



          (a)   The representations and warranties of the Borrower set forth in this
Agreement shall be true and correct on and as of the date of such Borrowing (unless any
representation and warranty expressly relates to an earlier date, in which case such
representation and warranty shall be correct as of such earlier date).



          (b)   At the time of and immediately after giving effect to such
Borrowing, no Default shall have occurred and be continuing.



Each Borrowing shall be deemed to constitute a representation and
warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a)
and (b) of this Section.



     SECTION 4.03  Conditions
Precedent to Conversions.  Notwithstanding the foregoing, the obligation of
the Lenders to convert or continue any existing Borrowing into or as a Eurodollar
Borrowing is subject to the condition precedent that on the date of such conversion or
continuation no Default or Event of Default shall have occurred and be continuing or would
result from the making of such conversion. The acceptance of the benefits of each such
conversion or continuation shall constitute a representation and warranty by the Borrower
to each of the Lenders that no Default or Event of Default shall have occurred and be
continuing or would result from the making of such conversion or continuation.


ARTICLE V



Affirmative Covenants



     Until the
Commitments have expired or been terminated and the principal of and interest on each Loan
and all fees payable hereunder shall have been paid in full, the Borrower covenants and
agrees with the Lenders that:



     SECTION 5.01  Financial
Statements; Ratings Change and Other Information.  The Borrower will furnish
to the Administrative Agent and each Lender:



          (a)   before the earlier of (i) 100 days after the end of each fiscal
year of the Borrower and (ii) 10 days after filing with the Securities and Exchange
Commission is required, its audited consolidated balance sheet and related statements of
operations, common stockholders' equity and cash flows as of the end of and for such year,
setting forth in each case in comparative form the figures for the previous fiscal year,
all reported on by Pricewaterhouse Coopers L.L.P. or other independent public accountants
of recognized national standing (without a "going concern" or like qualification
or exception 



 -28-





and without any qualification or exception
as to the scope of such audit) to the effect that such consolidated financial statements
present fairly in all material respects the financial condition and results of operations
of the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied; provided, however, that (x) if the Borrower has
timely made its Annual Report on Form 10-K available on "EDGAR" and/or on its
home page on the worldwide web (at the date of this Agreement located at
http://www.kindermorgan.com) and complied with the last grammatical paragraph of this
Section 5.01 in respect thereof, and (y) if said Annual Report contains such consolidated
balance sheet and related statements of operations, common stockholders' equity and cash
flows, and the report thereon of such independent public accountants (without
qualification or exception, and to the effect, as specified above), then the Borrower
shall be deemed to have satisfied the requirements of this clause (a);



          (b)   before the earlier of (i) 50 days after the end of each of the
first three fiscal quarters of each fiscal year of the Borrower and (ii) five days after
filing with the Securities and Exchange Commission is required, its consolidated balance
sheet and related statements of operations, common stockholders' equity and cash flows as
of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year,
setting forth in each case in comparative form the figures for the corresponding period or
periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal
year, all certified by one of its Financial Officers as presenting fairly in all material
respects the financial condition and results of operations of the Borrower and its
Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied, subject to normal year-end audit adjustments and the absence of footnotes; provided,
however, that (x) if the Borrower has timely made its Quarterly Report on Form 10-Q
available on "EDGAR" and/or on its home page on the worldwide web (at the date
of this Agreement located at http://www.kindermorgan.com) and complied with the
last grammatical paragraph of this Section 5.01 in respect thereof, and (y) if said
Quarterly Report contains such consolidated balance sheet and related statements of
operations, common stockholders' equity and cash flows, and such certifications, then the
Borrower shall be deemed to have satisfied the requirements of this clause (b);



          (c)   concurrently with any delivery of financial statements under clause
(a) or (b) above, a certificate of a Financial Officer of the Borrower
(i) certifying as to whether a Default has occurred and, if a Default has occurred,
specifying the details thereof and any action taken or proposed to be taken with respect
thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance
with Section 6.01, and (iii) stating whether any change in GAAP or in the application
thereof that has an effect on the financial statements of the Borrower or on the
calculation of the financial covenants pursuant to Section 6.01 has occurred since the
date of the audited financial statements referred to in Section 3.04 and, if any such
change has occurred, specifying the effect of such change on the financial statements
accompanying such certificate or on such financial covenant calculations;



          (d)   concurrently with any delivery of financial statements under clause
(a) above, a certificate (which certificate may be limited to the extent required by
accounting rules or guidelines) of the accounting firm that reported on such financial
statements stating (i) whether they obtained knowledge during the course of their
examination of such financial statements of any Default ; provided, however,
that such accountants shall not be liable to anyone by reason of their failure to obtain
knowledge of any Default which would not be disclosed in the course of an audit conducted
in accordance with GAAP, and (ii) confirming the calculations set forth in the certificate
delivered simultaneously therewith pursuant to clause (c) above;



          (e)   without duplication of any other requirement of this Section 5.01,
promptly after the same become publicly available, copies of all periodic and other
reports, proxy statements and other 



 -29-





materials filed by the Borrower or any
Subsidiary with the Securities and Exchange Commission, or any Governmental Authority
succeeding to any or all of the functions of said Commission, or with any national
securities exchange, or distributed by the Borrower to its shareholders generally, as the
case may be;



          (f)   promptly after Moody's or S&P shall have announced a change in
the rating established or deemed to have been established for the Index Debt, written
notice of such rating change; 



          (g)   within five Business Days after any officer of the Borrower obtains
knowledge of any Default, if such Default is then continuing, a certificate of the
Financial Officer of the Borrower setting forth the details thereof and the action which
the Borrower is taking or proposes to take with respect thereto; and



          (h)   promptly following any request therefor, such other information
regarding the operations, business affairs and financial condition of the Borrower or any
Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or
any Lender may reasonably request.



Information required to be delivered pursuant to Section 5.01(a),
5.01(b), or 5.01(e) above shall be deemed to have been delivered on the date on which the
Borrower provides notice to the Administrative Agent that such information has been posted
on "EDGAR" or the Borrower's website or another website identified in such
notice and accessible by the Administrative Agent and the Lenders without charge (and the
Borrower hereby agrees to provide such notice); provided that such notice may be included
in a certificate delivered pursuant to Section 5.01(c).



     SECTION 5.02  Notices
of Material Events.  The Borrower will furnish to the Administrative Agent
and each Lender prompt written notice of the following:



          (a)   if and when any member of the ERISA Group (i) gives or is required
to give notice to the PBGC of any "reportable event" (as defined
in Section 4043 of ERISA) (other than such event as to which the 30-day notice requirement
is waived) with respect to any Plan which might constitute grounds for a termination of
such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has
given or is required to give notice of any such reportable event, a copy of the notice of
such reportable event given or required to be given to the PBGC; (ii) receives notice of
complete or partial withdrawal liability under Title IV of ERISA or notice that any
Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of
such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to
terminate, impose liability (other than for premiums under Section 4007 of ERISA) in
respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv)
applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy
of such application; (v) gives notice of intent to terminate any Plan under Section
4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi)
gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such
notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer
Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or
Benefit Arrangement which has resulted or could result in the imposition of a Lien or the
posting of a bond or other security in an amount that could reasonably be expected to have
a Material Adverse Effect, a certificate of the chief financial officer or the chief
accounting officer of the Borrower setting forth details as to such occurrence and action,
if any, which the Borrower or applicable member of the ERISA Group is required or proposes
to take; and



          (b)   any other development that results in, or could reasonably be
expected to result in, a Material Adverse Effect.



 -30-






Each notice delivered under this Section shall be accompanied by a
statement of a Financial Officer or other executive officer of the Borrower setting forth
the details of the event or development requiring such notice and any action taken or
proposed to be taken with respect thereto.



     SECTION 5.03  Existence;
Conduct of Business.  The Borrower will, and will cause each of its Material
Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep
in full force and effect its legal existence and the rights, licenses, permits, privileges
and franchises material to the conduct of its business; provided that the foregoing
shall not prohibit any merger, consolidation, liquidation or dissolution permitted under
Section 6.03.



     SECTION 5.04  Payment
of Obligations.  The Borrower will, and will cause each of its Subsidiaries
to, before the same shall become delinquent or in default, pay its obligations, including
Tax liabilities, that, if not paid, could result in a Material Adverse Effect except where
(a) the validity or amount thereof is being contested in good faith by appropriate
proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate
reserves with respect thereto in accordance with GAAP and (c) the failure to make payment
pending such contest could not reasonably be expected to result in a Material Adverse
Effect.



     SECTION 5.05  Maintenance
of Properties; Insurance.  The Borrower will, and will cause each of its
Material Subsidiaries to, (a) keep and maintain all property material to the conduct
of its business in good working order and condition, ordinary wear and tear excepted, and
(b) maintain, with financially sound and reputable insurance companies, insurance in
such amounts and against such risks as are customarily maintained by companies engaged in
the same or similar businesses operating in the same or similar locations.



     SECTION 5.06  Books
and Records; Inspection Rights.  The Borrower will, and will cause each of
its Subsidiaries to, keep proper books of record and account in which full, true and
correct entries are made of all dealings and transactions in relation to its business and
activities. The Borrower will, and will cause each of its Subsidiaries to, permit any
representatives designated by the Administrative Agent or any Lender, upon reasonable
prior notice during normal business hours, to visit and inspect its properties, to examine
and make extracts from its books and records (subject to compliance with confidentiality
agreements and applicable copyright law), and to discuss its affairs, finances and
condition with its officers and independent accountants, all at such reasonable times and
as often as reasonably requested.



     SECTION 5.07  Compliance
with Laws.  The Borrower will, and will cause each of its Subsidiaries to,
comply with all laws, rules, regulations and orders of any Governmental Authority
applicable to it or its property, except where the failure to do so, individually or in
the aggregate, could not reasonably be expected to result in a Material Adverse Effect.



     SECTION 5.08  Use
of Proceeds.  The proceeds of the Loans will be used only for (a) payment in
full of all amounts owing under the Existing Credit Facility, (b) working capital, and (c)
general lawful corporate purposes, including but not limited to providing liquidity for
commercial paper backup. No part of the proceeds of any Loan will be used, whether
directly or indirectly, for any purpose that entails a violation of any of the Regulations
of the Board, including Regulations U and X. 


 -31-





ARTICLE VI



Negative Covenants



     Until the
Commitments have expired or terminated and the principal of and interest on each Loan and
all fees payable hereunder have been paid in full, the Borrower covenants and agrees with
the Lenders that:



     SECTION 6.01  Financial
Covenants. 



          (a)   Indebtedness.



  
              (i)           Consolidated
    Indebtedness of the Borrower.  The Consolidated Indebtedness of the Borrower
    shall at no time exceed 65.0% of the Consolidated Total Capitalization of the Borrower.

              (ii)          Total
    Consolidated Indebtedness of Consolidated Subsidiaries. The aggregate Indebtedness of
    all Consolidated Subsidiaries of the Borrower (excluding Indebtedness of a Consolidated
    Subsidiary of the Borrower to the Borrower or to another Consolidated Subsidiary of the
    Borrower) shall at no time exceed 10% of the Consolidated Indebtedness of the Borrower.

              (iii)         Consolidated
    Indebtedness of Material Subsidiaries. The Consolidated Indebtedness of each Material
    Subsidiary shall at no time exceed 65.0% of the Consolidated Total Capitalization of such
    Material Subsidiary.

  





          (b)   Minimum Net Worth. The Consolidated Net Worth of the Borrower
will at no time be less than an amount equal to the sum of (a) $1,700,000,000 plus (b) 50%
of Consolidated Net Income for each fiscal quarter of the Borrower ending on or after
September 30, 2002 (but only if such consolidated Net Income for such fiscal quarter is a
positive amount).



     SECTION 6.02  Liens.  The
Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit
to exist any Lien on any property or asset now owned or hereafter acquired by it, or
assign or sell any income or revenues (including accounts receivable) or rights in respect
of any thereof, except:



          (a)   Permitted Encumbrances; 



          (b)   any Lien existing on any property or asset prior to the acquisition
thereof by the Borrower or any Subsidiary or existing on any property or asset of any
Person that becomes a Subsidiary after the date hereof prior to the time such Person
becomes a Subsidiary; provided that (i) such Lien is not created in
contemplation of or in connection with such acquisition or such Person becoming a
Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property
or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those
obligations which it secures on the date of such acquisition or the date such Person
becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof
that do not increase the outstanding principal amount thereof;



          (c)   Liens arising in the ordinary course of its business which (i) do no
secure Indebtedness or Hedging Agreements, (ii) do not secure obligations in an aggregate
amount exceeding 



 -32-





$150,000,000 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;



          (d)   Liens on cash and cash equivalents securing Hedging Agreements,
provided that the aggregate amount of cash and cash equivalents subject to such Liens may
at no time exceed $75,000,000; and



          (e)   Liens not otherwise permitted by the foregoing clauses of this
Section securing Indebtedness in an aggregate principal or face amount at any date not to
exceed 10% of Consolidated Net Worth of the Borrower.



     SECTION 6.03  Fundamental
Changes.  (a)  The Borrower will not, and will not permit any
Subsidiary to, merge into or consolidate with any other Person, or permit any other Person
to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in
one transaction or in a series of transactions) all or substantially all of its assets, or
all or substantially all of the Equity Interests of any of its Subsidiaries (in each case,
whether now owned or hereafter acquired), or liquidate or dissolve, except that if at the
time thereof and immediately after giving effect thereto no Default shall have occurred
and be continuing (i) if the Borrower is involved in any such transaction, (x) any
Person may merge into the Borrower in a transaction in which the Borrower is the surviving
corporation, or (y) if the Borrower is not the surviving entity, (A) the Person formed by
or surviving such transaction or the recipient of any such sale, transfer, lease or other
disposition of assets, assumes all Obligations, (B) the Person formed by or surviving such
transaction or the recipient of any such sale, transfer lease or other disposition, is
organized under the laws of the United States or any state thereof, and (C) the Borrower
has delivered to the Administrative Agent an officer's certificate and an opinion of
counsel, each stating that such consolidation, merger, transfer, lease or other
disposition complies with the provisions hereof. (ii) any Person may merge into any
Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any
Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or
to another Subsidiary and (iv) any Subsidiary may liquidate or dissolve if the Borrower
determines in good faith that such liquidation or dissolution is in the best interests of
the Borrower and such liquidation or dissolution is not materially disadvantageous to the
Lenders.



          (b)   The Borrower will not, and will not permit any of its Material
Subsidiaries to, engage to any material extent in any business other than businesses of
the type conducted by the Borrower and its Subsidiaries on the date of execution of this
Agreement and businesses reasonably related thereto.



     SECTION 6.04  Transactions
with Affiliates.  The Borrower will not, and will not permit any of the
Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase,
lease or otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) in the ordinary course of business at
prices and on terms and conditions not less favorable to the Borrower or such Subsidiary
than could be obtained on an arm's-length basis from unrelated third parties and (b)
transactions between or among the Borrower and the wholly-owned Subsidiaries not involving
any other Affiliate.



     SECTION 6.05  Capital
Lease Obligations.  The Borrower will not, and will not permit any of the
Subsidiaries to, incur any Capital Lease Obligations if, after giving effect to the
incurrence of such Capital Lease Obligations, the aggregate principal amount of all
outstanding Capital Lease Obligations of the Borrower and the Subsidiaries would exceed
$500,000,000.


 -33-





ARTICLE VII



Events of Default



If any of the following events ("Events of Default")
shall occur:



          (a)   the Borrower shall fail to pay any principal of any Loan when and as
the same shall become due and payable, whether at the due date thereof or at a date fixed
for prepayment thereof or otherwise; 



          (b)   the Borrower shall fail to pay any interest on any Loan or any fee
or any other amount (other than an amount referred to in clause (a) of this Article)
payable under this Agreement, when and as the same shall become due and payable, and such
failure shall continue unremedied for a period of three Business Days;



          (c)   any representation or warranty made or deemed made by or on behalf
of the Borrower or any Subsidiary in or in connection with this Agreement or any amendment
or modification hereof or waiver hereunder, or in any report, certificate, financial
statement or other document furnished pursuant to or in connection with this Agreement or
any amendment or modification hereof or waiver hereunder, shall prove to have been
incorrect in any material respect when made or deemed made;



          (d)   the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in Section 5.01(g), 5.03 (with respect to the
Borrower's existence) or 5.08 or in Article VI;



          (e)   the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in this Agreement (other than those specified in clause
(a), (b) or (d) of this Article), and such failure shall continue unremedied for a period
of 30 days after the earlier of (i) written notice thereof from the Administrative Agent
to the Borrower (which notice will be given at the request of any Lender) or (ii) a
Responsible Officer of the Borrower becomes aware of such failure; 



          (f)   any Subsidiary shall fail to make any payment (whether of
principal or interest and regardless of amount) in respect of any Material Indebtedness,
when and as the same shall become due and payable or within any applicable grace period
(not to exceed 30 days);



          (g)   any event or condition occurs that results in the acceleration of
the maturity of any Material Indebtedness or requires the prepayment, repurchase,
redemption or defeasance thereof, prior to its scheduled maturity of any Material
Indebtedness; provided that this clause (g) shall not apply to secured
Indebtedness that becomes due as a result of the voluntary sale or transfer of the
property or assets securing such Indebtedness so long as such Indebtedness is paid in full
when due;



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



 -34-






          (i)   the Borrower or any Material Subsidiary shall (i) voluntarily
commence any proceeding or file any petition seeking liquidation, reorganization or other
relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar
law now or hereafter in effect, (ii) consent to the institution of, or fail to
contest in a timely and appropriate manner, any proceeding or petition described in clause
(h) of this Article, (iii) apply for or consent to the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for the Borrower or any
Material Subsidiary or for a substantial part of its assets, (iv) file an answer
admitting the material allegations of a petition filed against it in any such proceeding,
(v) make a general assignment for the benefit of creditors or (vi) take any
action for the purpose of effecting any of the foregoing;



          (j)   the Borrower or any Material Subsidiary shall become unable, admit
in writing its inability or fail generally to pay its material debts as they become due;



          (k)   one or more judgments for the payment of money in an aggregate
amount in excess of $75,000,000 shall be rendered against the Borrower, any Subsidiary or
any combination thereof and the same shall remain undischarged for a period of
30 consecutive days during which execution shall not be effectively stayed, or any
action shall be legally taken by a judgment creditor to attach or levy upon any assets of
the Borrower or any Subsidiary to enforce any such judgment;



          (l)   any member of the ERISA Group shall fail to pay when due an amount
which it shall have become liable to pay under Title IV of ERISA; or notice of intent to
terminate a Plan shall be filed under Title IV of ERISA by any member of the ERISA Group,
any plan administrator or any combination of the foregoing; or the PBGC shall institute
proceedings under Title IV of ERISA to terminate, to impose liability (other than for
premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed
to administer any Plan; or a condition shall exist by reason of which the PBGC would be
entitled to obtain a decree adjudicating that any Plan must be terminated; or there shall
occur a complete or partial withdrawal from, or a default, within the meaning of Section
4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause
one or more members of the ERISA Group to incur a current payment obligation; and in each
of the foregoing instances such condition could reasonably be expected to result in a
Material Adverse Effect; or



          (m)   a Change in Control shall occur;



then, and in every such event (other than an event with respect to the
Borrower described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the request of
the Required Lenders shall, by notice to the Borrower, take either or both of the
following actions, at the same or different times:  (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and
(ii) declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter be
declared to be due and payable), and thereupon the principal of the Loans so declared to
be due and payable, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall become due and payable immediately,
without presentment, demand, protest or other notice of any kind, all of which are hereby
waived by the Borrower; and in case of any event with respect to the Borrower described in
clause (h) or (i) of this Article, the Commitments shall automatically terminate and the
principal of the Loans then outstanding, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall automatically become
due and payable, without presentment, demand, protest or other notice of any kind, all of
which are hereby waived by the Borrower.



 -35-






ARTICLE VIII



The Administrative Agent




  Each of the
  Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes
  the Administrative Agent to take such actions on its behalf and to exercise such powers as
  are delegated to the Administrative Agent by the terms hereof, together with such actions
  and powers as are reasonably incidental thereto.

  




     The bank serving as
the Administrative Agent hereunder shall have the same rights and powers in its capacity
as a Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent, and such bank and its Affiliates may accept deposits from, lend
money to and generally engage in any kind of business with the Borrower or any Subsidiary
or other Affiliate thereof as if it were not the Administrative Agent hereunder.



     The Administrative
Agent shall not have any duties or obligations except those expressly set forth herein.
Without limiting the generality of the foregoing, (a) the Administrative Agent shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default
has occurred and is continuing, (b) the Administrative Agent shall not have any duty
to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby that the Administrative
Agent is required to exercise in writing as directed by the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.02), and (c) except as expressly set forth herein, the
Administrative Agent shall not have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Borrower or any of its Subsidiaries
that is communicated to or obtained by the bank serving as Administrative Agent or any of
its Affiliates in any capacity. The Administrative Agent shall not be liable for any
action taken or not taken by it with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02) or in the absence of its own gross
negligence or willful misconduct. The Administrative Agent shall be deemed not to have
knowledge of any Default unless and until written notice thereof is given to the
Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not
be responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with this Agreement, (ii) the
contents of any certificate, report or other document delivered hereunder or in connection
herewith, (iii) the performance or observance of any of the covenants, agreements or
other terms or conditions set forth herein, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement or any other agreement, instrument or
document, or (v) the satisfaction of any condition set forth in Article IV or
elsewhere herein, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent. 



     The Administrative
Agent shall be entitled to rely upon, and shall not incur any liability for relying upon,
any notice, request, certificate, consent, statement, instrument, document or other
writing believed by it to be genuine and to have been signed or sent by the proper Person.
The Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person, and shall not incur any
liability for relying thereon. The Administrative Agent may consult with legal counsel
(who may be counsel for the Borrower), independent accountants and other experts selected
by it, and shall not be liable for any action taken or not taken by it in accordance with
the advice of any such counsel, accountants or experts.



     The Administrative
Agent may perform any and all its duties and exercise its rights and powers by or through
any one or more sub-agents appointed by the Administrative Agent. The Administrative 



 -36-





Agent and any such sub-agent may perform any and all its
duties and exercise its rights and powers through their respective Related Parties. The
exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and
to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply
to their respective activities in connection with the syndication of the credit facilities
provided for herein as well as activities as Administrative Agent.



     Subject to the
appointment and acceptance of a successor Administrative Agent as provided in this
paragraph, the Administrative Agent may resign at any time by notifying the Lenders and
the Borrower. Upon any such resignation, the Required Lenders shall have the right, in
consultation with the Borrower, to appoint a successor. If no successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment within
30 days after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent which shall be a bank with an office in New York, New York, or an
Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and the
retiring Administrative Agent shall be discharged from its duties and obligations
hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be
the same as those payable to its predecessor unless otherwise agreed between the Borrower
and such successor. After the Administrative Agent's resignation hereunder, the provisions
of this Article and Section 9.03 shall continue in effect for the benefit of such
retiring Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while it was acting as
Administrative Agent.



     Each Lender
acknowledges that it has, independently and without reliance upon the Administrative Agent
or any other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender also acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it
shall from time to time deem appropriate, continue to make its own decisions in taking or
not taking action under or based upon this Agreement, any related agreement or any
document furnished hereunder or thereunder.



ARTICLE IX



Miscellaneous



     SECTION 9.01  Notices.  (a)  Except
in the case of notices and other communications expressly permitted to be given by
telephone (and subject to paragraph (b) below), all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopy, as follows:



  
              (i)           if
    to the Borrower, to it at One Allen Center, 500 Dallas, Suite 1000, Houston, Texas 77002,
    Attention of Park Shaper (Telecopy No. (713) 495-2782);

              (ii)          if
    to the Administrative Agent, to JPMorgan Chase Bank, Loan and Agency Services Group, One
    Chase Manhattan Plaza, 8th Floor, New York, New York 10081, Attention of Janet Belden
    (Telecopy No. (212) 552-5658), with a copy to JPMorgan Chase Bank, 270 Park Avenue, New
    York, New York 10017, Attention of Steve Wood (Telecopy No. (212) 270-3897); 

     -37-

  









  
              (iii)         if
    to any other Lender, to it at its address (or telecopy number) set forth in its
    Administrative Questionnaire.

  

  




          (b)   Notices and other communications to the Lenders hereunder may be
delivered or furnished by electronic communications pursuant to procedures approved by the
Administrative Agent; provided that the foregoing shall not apply to notices pursuant to
Article II unless otherwise agreed by the Administrative Agent and the applicable Lender.
The Administrative Agent or the Borrower may, in its discretion, agree to accept notices
and other communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may be limited to
particular notices or communications. 



          (c)   Any party hereto may change its address or telecopy number for
notices and other communications hereunder by notice to the other parties hereto. All
notices and other communications given to any party hereto in accordance with the
provisions of this Agreement shall be deemed to have been given on the date of receipt.



     SECTION 9.02  Waivers;
Amendments.  (a)  No failure or delay by the Administrative Agent
or any Lender in exercising any right or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power, preclude any
other or further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are
not exclusive of any rights or remedies that they would otherwise have. No waiver of any
provision of this Agreement or consent to any departure by the Borrower therefrom shall in
any event be effective unless the same shall be permitted by paragraph (b) of this
Section, and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. Without limiting the generality of the foregoing, the
making of a Loan shall not be construed as a waiver of any Default, regardless of whether
the Administrative Agent or any Lender may have had notice or knowledge of such Default at
the time.



          (b)   Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing entered into
by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent
with the consent of the Required Lenders; provided that no such agreement shall (i)
increase the Commitment of any Lender without the written consent of such Lender, (ii)
reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce
any fees payable hereunder, without the written consent of each Lender affected thereby,
(iii) postpone the scheduled date of payment of the principal amount of any Loan, or any
interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse
any such payment, or postpone the scheduled date of expiration of any Commitment, without
the written consent of each Lender affected thereby, (iv) change Section 2.18(b) or (c) in
a manner that would alter the pro rata sharing of payments required thereby, without the
written consent of each Lender, or (v) change any of the provisions of this Section or the
definition of "Required Lenders" or any other provision hereof specifying the
number or percentage of Lenders required to waive, amend or modify any rights hereunder or
make any determination or grant any consent hereunder, without the written consent of each
Lender; provided further that no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent hereunder without the
prior written consent of the Administrative Agent.



     SECTION 9.03  Expenses;
Indemnity; Damage Waiver.  (a)  The Borrower shall pay (i) all
reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,
including the reasonable fees, charges and disbursements of counsel for the Administrative
Agent, in connection with the syndication of the credit facilities provided for herein,
the preparation and administration of this 



 -38





Agreement or any amendments, modifications
or waivers of the provisions hereof, and (ii) all out-of-pocket expenses incurred by the
Administrative Agent or any Lender, including the fees, charges and disbursements of any
counsel for the Administrative Agent or any Lender, in connection with the enforcement or
protection of its rights in connection with this Agreement, including its rights under
this Section, or in connection with the Loans made hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or negotiations in
respect of such Loans. 



          (b)   The Borrower shall indemnify the Administrative Agent and each
Lender, and each Related Party of any of the foregoing Persons (each such Person being
called an "Indemnitee") against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related expenses, including the fees,
charges and disbursements of any counsel for any Indemnitee, incurred by or asserted
against any Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement or any agreement or instrument contemplated
hereby, the performance by the parties hereto of their respective obligations hereunder or
the consummation of the Transactions or any other transactions contemplated hereby,
(ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged
presence or release of Hazardous Materials on or from any property owned or operated by
the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way
to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a party
thereto; provided that such indemnity shall not, as to any Indemnitee, be available
to the extent that such losses, claims, damages, liabilities or related expenses are
determined by a court of competent jurisdiction by final and nonappealable judgment to
have resulted from the gross negligence or willful misconduct of such Indemnitee.



          (c)   To the extent that the Borrower fails to pay any amount required to
be paid by it to the Administrative Agent under paragraph (a) or (b) of this Section, each
Lender severally agrees to pay to the Administrative Agent such Lender's Applicable
Percentage (determined as of the time that the applicable unreimbursed expense or
indemnity payment is sought) of such unpaid amount; provided that the unreimbursed
expense or indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against the Administrative Agent in its capacity as such.



          (d)   To the extent permitted by applicable law, the Borrower shall not
assert, and hereby waives, any claim against any Indemnitee, on any theory of liability,
for special, indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement or any
agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the
proceeds thereof.



          (e)   All amounts due under this Section shall be payable not later than
thirty days after written demand therefor. 



     SECTION 9.04  Successors
and Assigns.  (a)  The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that (i) the Borrower may not assign or
otherwise transfer any of its rights or obligations hereunder without the prior written
consent of each Lender (and any attempted assignment or transfer by the Borrower without
such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer
its rights or obligations hereunder except in accordance with this Section. Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any Person (other
than the parties hereto, their respective successors and assigns permitted hereby,
Participants (to the extent provided in paragraph (c) of this Section) and, to the extent
expressly contemplated hereby, the Related Parties of 



 -39-





each of the Administrative Agent and the
Lenders) any legal or equitable right, remedy or claim under or by reason of this
Agreement.



          (b)   (i)  Subject to the conditions set forth in paragraph (b)(ii)
below, any Lender may assign to one or more assignees all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment and the
Loans at the time owing to it) with the prior written consent (such consent not to be
unreasonably withheld) of:



  
                   (A) the
    Borrower, provided that no consent of the Borrower shall be required for an assignment to
    a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has
    occurred and is continuing, any other assignee; and

                   (B) the
    Administrative Agent, provided that no consent of the Administrative Agent shall be
    required for an assignment of any Commitment to an assignee that is a Lender with a
    Commitment immediately prior to giving effect to such assignment.

            (ii) Assignments
    shall be subject to the following additional conditions: 

                   (A) except in
    the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the
    entire remaining amount of the assigning Lender's Commitment or Loans, the amount of the
    Commitment or Loans of the assigning Lender subject to each such assignment (determined as
    of the date the Assignment and Assumption with respect to such assignment is delivered to
    the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower
    and the Administrative Agent otherwise consent, provided that no such consent of
    the Borrower shall be required if an Event of Default under clause (a), (b), (h) or (i) of
    Article VII has occurred and is continuing;

                   (B) each
    partial assignment shall be made as an assignment of a proportionate part of all the
    assigning Lender's rights and obligations under this Agreement; 

                   (C) the
    parties to each assignment shall execute and deliver to the Administrative Agent an
    Assignment and Assumption, together with a processing and recordation fee of $3,500; and

                   (D) the
    assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an
    Administrative Questionnaire.

  




For the purposes of this Section 9.04(b), the term "Approved
Fund" has the following meaning:



  
         "Approved Fund" means any Person (other than a natural person)
    that is engaged in making, purchasing, holding or investing in bank loans and similar
    extensions of credit in the ordinary course of its business and that is administered or
    managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of
    an entity that administers or manages a Lender.

     -40-

    
  









  
              (iii)         Subject
    to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section,
    from and after the effective date specified in each Assignment and Assumption the assignee
    thereunder shall be a party hereto and, to the extent of the interest assigned by such
    Assignment and Assumption, have the rights and obligations of a Lender under this
    Agreement, and the assigning Lender thereunder shall, to the extent of the interest
    assigned by such Assignment and Assumption, be released from its obligations under this
    Agreement (and, in the case of an Assignment and Assumption covering all of the assigning
    Lender's rights and obligations under this Agreement, such Lender shall cease to be a
    party hereto but shall continue to be entitled to the benefits of Sections 2.15,
    2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations
    under this Agreement that does not comply with this Section 9.04 shall be treated for
    purposes of this Agreement as a sale by such Lender of a participation in such rights and
    obligations in accordance with paragraph (c) of this Section.

              (iv)        The
    Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain
    at one of its offices a copy of each Assignment and Assumption delivered to 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 pursuant to the terms hereof
    from time to time (the "Register"). The entries in the Register shall be
    conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each
    Person whose name is recorded in the Register pursuant to the terms hereof as a Lender
    hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The
    Register shall be available for inspection by the Borrower and any Lender, at any
    reasonable time and from time to time upon reasonable prior notice.

              (v)         Upon
    its receipt of a duly completed Assignment and Assumption executed by an assigning Lender
    and an assignee, the assignee's completed Administrative Questionnaire (unless the
    assignee shall already be a Lender hereunder), the processing and recordation fee referred
    to in paragraph (b) of this Section and any written consent to such assignment
    required by paragraph (b) of this Section, the Administrative Agent shall accept such
    Assignment and Assumption and record the information contained therein in the Register. No
    assignment shall be effective for purposes of this Agreement unless it has been recorded
    in the Register as provided in this paragraph.

  

  




          (c)   (i)  Any Lender may, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more banks or other entities (a "Participant")
in all or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it); provided
that (A) such Lender's obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (C) the Borrower, the Administrative Agent and
the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any agreement
or instrument pursuant to which a Lender sells such a participation shall provide that
such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that
such agreement or instrument may provide that such Lender will not, without the consent of
the Participant, agree to any amendment, modification or waiver described in the first
proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of
this Section, the Borrower agrees that each 


 -41-





Participant shall be entitled to the benefits of Sections 2.15, 2.16
and 2.17 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 9.08 as though it were
a Lender, provided such Participant agrees to be subject to Section 2.18(c) as though it
were a Lender.



  
         (i)    A Participant shall not be entitled to receive any greater payment
    under Section 2.15 or 2.17 than the applicable Lender would have been entitled to receive
    with respect to the participation sold to such Participant, unless the sale of the
    participation to such Participant is made with the Borrower's prior written consent. A
    Participant that would be a Foreign Lender if it were a Lender shall not be entitled to
    the benefits of Section 2.17 unless the Borrower is notified of the participation
    sold to such Participant and such Participant agrees, for the benefit of the Borrower, to
    comply with Section 2.17(e) as though it were a Lender. 

  





          (d)   Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of such
Lender, including without limitation any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of
a security interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or substitute any
such pledgee or assignee for such Lender as a party hereto.



     SECTION 9.05  Survival.  All
covenants, agreements, representations and warranties made by the Borrower herein and in
the certificates or other instruments delivered in connection with or pursuant to this
Agreement shall be considered to have been relied upon by the other parties hereto and
shall survive the execution and delivery of this Agreement and the making of any Loans,
regardless of any investigation made by any such other party or on its behalf and
notwithstanding that the Administrative Agent or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid and so long as the Commitments have not expired or
terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall
survive and remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans and the Commitments or the
termination of this Agreement or any provision hereof.



     SECTION 9.06  Counterparts;
Integration; Effectiveness.  This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single
contract. This Agreement and any separate letter agreements with respect to fees payable
to the Administrative Agent constitute the entire contract among the parties relating to
the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except as provided
in Section 4.01, this Agreement shall become effective when it shall have been executed by
the Administrative Agent and when the Administrative Agent shall have received
counterparts hereof which, when taken together, bear the signatures of each of the other
parties hereto, and thereafter shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be effective as
delivery of a manually executed counterpart of this Agreement.



     SECTION 9.07  Severability.  Any
provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such 



 -42-





invalidity, illegality or unenforceability
without affecting the validity, legality and enforceability of the remaining provisions
hereof; and the invalidity of a particular provision in a particular jurisdiction shall
not invalidate such provision in any other jurisdiction.



     SECTION 9.08  Right
of Setoff.  If an Event of Default shall have occurred and be continuing,
each Lender and each of its Affiliates is hereby authorized at any time and from time to
time, to the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and other
obligations at any time owing by such Lender or Affiliate to or for the credit or the
account of the Borrower against any of and all the obligations of the Borrower now or
hereafter existing under this Agreement held by such Lender, irrespective of whether or
not such Lender shall have made any demand under this Agreement and although such
obligations may be unmatured. The rights of each Lender under this Section are in addition
to other rights and remedies (including other rights of setoff) which such Lender may
have.



     SECTION 9.09  Governing
Law; Jurisdiction; Consent to Service of Process.  (a)  This Agreement
shall be construed in accordance with and governed by the law of the State of New York.



          (b)   The Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the
State of New York sitting in New York County and of the United States District Court of
the Southern District of New York, and any appellate court from any thereof, in any action
or proceeding arising out of or relating to this Agreement, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or proceeding may be
heard and determined in such New York State or, to the extent permitted by law, in
such Federal court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this Agreement
shall affect any right that the Administrative Agent or any Lender may otherwise have to
bring any action or proceeding relating to this Agreement against the Borrower or its
properties in the courts of any jurisdiction.



          (c)   The Borrower hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement in any court referred to in paragraph (b) of this Section. Each
of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law,
the defense of an inconvenient forum to the maintenance of such action or proceeding in
any such court.



          (d)   Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in this Agreement
will affect the right of any party to this Agreement to serve process in any other manner
permitted by law.



     SECTION 9.10  WAIVER
OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE 



 -43-





BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



     SECTION 9.11  Headings.  Article
and Section headings and the Table of Contents used herein are for convenience of
reference only, are not part of this Agreement and shall not affect the construction of,
or be taken into consideration in interpreting, this Agreement.



     SECTION 9.12  Confidentiality.  Each
of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to its
and its Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested by any
regulatory authority, (c) to the extent required by applicable laws or regulations or
by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in
connection with the exercise of any remedies hereunder or any suit, action or proceeding
relating to this Agreement or the enforcement of rights hereunder, (f) subject to an
agreement containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant in, any
of its rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to the
Borrower and its obligations, (g) with the consent of the Borrower or (h) to the
extent such Information (i) becomes publicly available other than as a result of a
breach of this Section or (ii) becomes available to the Administrative Agent or any
Lender on a nonconfidential basis from a source other than the Borrower. For the purposes
of this Section, "Information" means all information received from the
Borrower relating to the Borrower or its business, other than any such information that is
available to the Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrower; provided that, in the case of information received from
the Borrower after the date hereof, such information is clearly identified at the time of
delivery as confidential. Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential
information.



     SECTION 9.13  Interest
Rate Limitation.  Notwithstanding anything herein to the contrary, if at any
time the interest rate applicable to any Loan, together with all fees, charges and other
amounts which are treated as interest on such Loan under applicable law (collectively the
"Charges"), shall exceed the maximum lawful rate (the "Maximum
Rate") which may be contracted for, charged, taken, received or reserved by the
Lender holding such Loan in accordance with applicable law, the rate of interest payable
in respect of such Loan hereunder, together with all Charges payable in respect thereof,
shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a result of
the operation of this Section shall be cumulated and the interest and Charges payable to
such Lender in respect of other Loans or periods shall be increased (but not above the
Maximum Rate therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been received by such
Lender.



     SECTION 9.14  Existing
Credit Facility.  The undersigned agree and acknowledge that, except for
provisions that expressly provide for their survival of termination, the Existing Credit
Facility shall be terminated on the Effective Date and all Commitments thereunder (as
defined in the Existing Credit Facility) shall be terminated on the Effective Date, and
the undersigned waive any right to receive any notice of such termination. Notice of
termination given to any other Bank (as defined in the Existing Credit Facility) on the
Effective Date shall constitute effective termination of the Existing Credit Facility 



 -44-





with respect to such Bank. Each Lender that
was a party to the Existing Credit Facility agrees to return to the Borrower, with
reasonable promptness, all Notes (as defined in the Existing Credit Facility) delivered by
the Borrower to such Lender under the Existing Credit Facility. 


 -45-






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



		KINDER MORGAN,
    INC.

	  
		
	  
		
		By:
	/s/ C. Park Shaper

		Name:
	C. Park Shaper

		Title:
	Vice President, Chief
    Financial Officer and Treasurer





 






		JPMORGAN CHASE BANK, individually
    and as Administrative Agent,
	  
		
	  
		
		By:
	/s/ Steven Wood

		Name:
	Steven Wood

		Title:
	Vice President





 






		WACHOVIA BANK, NATIONAL
    ASSOCIATION, individually and as Syndication Agent,
	  
		
	  
		
	  
		
		By:
	/s/ Russell Clingman

		Name:
	Russell Clingman

		Title:
	Director





 






		CITIBANK, N.A.

	  
		
	  
		
		By:
	/s/ Michael W. Nepveux

		Name:
	Michael W. Nepveux

		Title:
	Attorney-in-Fact





 






		THE BANK OF
    NOVA SCOTIA

	  
		
	  
		
		By:
	/s/ M. D. Smith

		Name:
	M. D. Smith

		Title:
	Agent





 






		THE BANK OF
    TOKYO-MITSUBISHI, LTD

	  
		
	  
		
		By:
	/s/ Kelton Glasscock

		Name:
	Kelton Glasscock

		Title:
	Vice President &
    Manager





 






		Bank One, N.A.
    (Main Office – Chicago)

	  
		
	  
		
		By:
	/s/ Jeanie Gonzalez

		Name:
	Jeanie Gonzalez

		Title:
	Director





 






		BARCLAYS BANK
    PLC

	  
		
	  
		
		By:
	/s/ Nicholas A. Bell

		Name:
	Nicholas A. Bell

		Title:
	Director





 






		BMO Nesbitt
    Burns Financing, Inc.

	  
		
	  
		
		By:
	/s/ Thomas H. Peer

		Name:
	Thomas H. Peer

		Title:
	Vice President





 






		Commerzbank AG,
    New York and Grand Cayman Branches

	  
		
	  
		
		By:
	/s/ Harry Yergey

		Name:
	Harry Yergey

		Title:
	Senior Vice President

	  
		
	  
		
		By:
	/s/ David Suttles

		Name:
	David Suttles

		Title:
	Vice President





 






		CREDIT LYONNAIS
    NEW YORK BRANCH

	  
		
	  
		
		By:
	/s/ Olivier Audemard

		Name:
	Olivier Audemard

		Title:
	Senior Vice President





 






		Royal Bank of
    Canada

	  
		
	  
		
		By:
	/s/ Lorne Gartner

		Name:
	Lorne Gartner

		Title:
	Vice President





 






		The Royal Bank
    of Scotland plc.

	  
		
	  
		
		By:
	/s/ Keith Johnson

		Name:
	Keith Johnson

		Title:
	Senior Vice President





 






		SUNTRUST BANK

	  
		
	  
		
		By:
	/s/ Joseph M. McCreery

		Name:
	Joseph M. McCreery

		Title:
	Vice President





 






		WELLS FARGO
    BANK TEXAS, N.A.

	  
		
	  
		
		By:
	/s/ Paul A. Squires

		Name:
	Paul A. Squires

		Title:
	Vice President





 






SCHEDULE 1.01



PRICING SCHEDULE



     The "ABR
Spread", "Eurodollar Spread", "Facility Fee Rate" or
"Utilization Fee Rate", as the case may be, for any fiscal quarter are the
applicable rates per annum (expressed in bps) set forth below in the applicable row and
column corresponding to the ratings that exist on the last day of the immediately
preceding fiscal quarter:



	Index Debt Ratings:
	ABR

    Spread
	Eurodollar

    Spread
	Facility Fee

    Rate
	All-in Spread

    (<or= 50% Utilization)
	Utilization Fee

    Rate

    (> 50% Utilization)
	All-in Spread

    (> 50% Utilization)

	Category 1

    >or= Baa1/BBB+
	0.00 bps
	52.5 bps
	10.0 bps
	62.5 bps
	12.5 bps
	75.0 bps

	Category 2

    Baa2/BBB
	0.00 bps
	62.5 bps
	12.5 bps
	75.0 bps
	12.5 bps
	87.5 bps

	Category 3

    Baa3/BBB-
	0.00 bps
	70.0 bps
	17.5 bps
	87.5 bps
	12.5 bps
	100.0 bps

	Category 4

    Ba1/BB+
	12.5 bps
	100.0 bps
	25.0 bps
	125.0 bps
	25.0 bps
	150.0 bps

	Category
    5

    <Ba1/BB+
	50.0 bps
	140.0 bps
	35.0 bps
	175.0 bps
	25.0 bps
	200.0 bps






          In the event Revolving Loans are converted to Term Loans pursuant to Section
2.21, the ABR Spread and the Eurodollar Spread shall automatically increase by 0.25%.



          For purposes of the foregoing, (i) if either Moody's or S&P shall not have in
effect a rating for the Index Debt (other than by reason of the circumstances referred to
in the last sentence of this definition), then such rating agency shall be deemed to have
established a rating in Category 5; (ii) if the ratings established or deemed to have been
established by Moody's and S&P for the Index Debt shall fall within different
Categories, the Applicable Rate shall be based on the higher of the two ratings unless one
of the two ratings is two or more Categories lower than the other, in which case the
Applicable Rate shall be determined by reference to the Category next above that of the
lower of the two ratings; and (iii) if the ratings established or deemed to have been
established by Moody's and S&P for the Index Debt shall be changed (other than as a
result of a change in the rating system of Moody's or S&P), such change shall be
effective as of the date on which it is first announced by the applicable rating agency,
irrespective of when notice of such change shall have been furnished by the Borrower to
the Administrative Agent and the Lenders pursuant to Section 5.01 or otherwise. Each
change in the Applicable Rate shall apply during the period commencing on the effective
date of such change and ending on the date immediately preceding the effective date of the
next such change. If the rating system of Moody's or S&P shall change, or if either
such rating agency shall cease to be in the business of rating corporate debt obligations,
the Borrower and the Lenders shall negotiate in good faith to amend this definition to
reflect such changed rating system or the unavailability of ratings from such rating
agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be
determined by reference to the rating most recently in effect prior to such change or
cessation.


Schedule 1.01-1






SCHEDULE 2.01


COMMITMENTS



	Lender
	Commitment

	JPMorgan
    Chase Bank	$50,000,000

	Wachovia
    Bank, National Association	$50,000,000

	Citicorp
    North America, Inc.	$50,000,000

	Commerzbank
    AG, New York and Grand Cayman Branches	$31,000,000

	The Bank
    of Tokyo-Mitsubishi, Ltd.	$27,777,778

	Royal
    Bank of Canada	$25,000,000

	SunTrust
    Bank	$25,000,000

	Bank One,
    N.A.	$25,000,000

	Credit
    Lyonnais New York Branch	$25,000,000

	The Royal
    Bank of Scotland plc	$25,000,000

	BMO
    Nesbitt Burns Financing, Inc.	$25,000,000

	Barclays
    Bank plc	$25,000,000

	The Bank
    of Nova Scotia	$25,000,000

	Wells
    Fargo Bank Texas, N.A.	$12,500,000






Schedule 2.01-1