Kinder Morgan, Inc. Five-Year Credit Agreement




Exhibit 10.1



  
     

    EXECUTION COPY

  




	

    

    $800,000,000

    

    FIVE-YEAR  CREDIT AGREEMENT

    

    

    dated as of

    

    August 18, 2004

    

    among

    

    KINDER MORGAN, INC.

    

    

    The Lenders Party Hereto

    

    

    

    CITIBANK, N.A.,

    as Administrative Agent, the Issuing Bank

    and the Swingline Lender,

    

    WACHOVIA BANK, NATIONAL ASSOCIATION and

    JPMORGAN CHASE BANK,

    as Co-Syndication Agents

    

    and

    

    THE BANK OF TOKYO-MITSUBISHI, LTD. and

    SUNTRUST BANK,

    as co-Documentation Agents

    

    _________________________

    CITIGROUP GLOBAL MARKETS INC. and

    WACHOVIA CAPITAL MARKETS, LLC

    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 	12
	SECTION 2.04	Reserved 	13
	SECTION 2.05	Swingline Loans 	13
	SECTION 2.06	Letters of Credit 	14
	SECTION 2.07	Funding of Borrowings 	17
	SECTION 2.08	Interest Elections 	18
	SECTION 2.09	Termination and Reduction of Commitments 	19
	SECTION 2.10	Repayment of Loans; Evidence of Debt 	19
	SECTION 2.11	Prepayment of Loans 	20
	SECTION 2.12	Fees 	21
	SECTION 2.13	Interest 	22
	SECTION 2.14	Alternate Rate of Interest 	22
	SECTION 2.15	Increased Costs 	23
	SECTION 2.16	Break Funding Payments 	24
	SECTION 2.17	Taxes 	24
	SECTION 2.18	Payments Generally; Pro
    Rata Treatment; Sharing of Set-offs	25
	SECTION 2.19	Mitigation Obligations; Replacement of Lenders 	26





	  	





	ARTICLE III Representations and Warranties 	27






	  	





	SECTION 3.01	Organization; Powers 	27
	SECTION 3.02	Authorization; Enforceability 	27
	SECTION 3.03	Governmental Approvals; No Conflicts 	27
	SECTION 3.04	Financial Condition; No Material Adverse Change 	28
	SECTION 3.05	Properties 	28
	SECTION 3.06	Litigation and Environmental Matters 	28
	SECTION 3.07	Compliance with Laws and Agreements 	28
	SECTION 3.08	Investment and Holding Company Status 	29
	SECTION 3.09	Taxes 	29
	SECTION 3.10	ERISA 	29
	SECTION 3.11	Disclosure	29
	SECTION 3.12	Foreign Assets Control Regulations, etc.	29





-i-






	  	





	ARTICLE IV Conditions 	30






	  	





	SECTION 4.01	Effective Date 	30
	SECTION 4.02	Each Credit Event 	31
	SECTION 4.03	Conditions Precedent to Conversions 	31





	  	





	ARTICLE V Affirmative Covenants 	31






	  	





	SECTION 5.01	Financial Statements; Ratings Change and Other Information
    	31
	SECTION 5.02	Notices of Material Events 	33
	SECTION 5.03	Existence; Conduct of Business 	34
	SECTION 5.04	Payment of Obligations 	34
	SECTION 5.05	Maintenance of Properties; Insurance 	34
	SECTION 5.06	Books and Records; Inspection Rights 	34
	SECTION 5.07	Compliance with Laws 	34
	SECTION 5.08	Use of Proceeds 	34





	  	





	ARTICLE VI Negative Covenants 	35






	  	





	SECTION 6.01	Financial Covenants 	35
	SECTION 6.02	Liens 	35
	SECTION 6.03	Fundamental Changes 	35
	SECTION 6.04	Transactions with Affiliates 	36
	SECTION 6.05	Capital Lease Obligations 	36





	  	





	ARTICLE VII Events of Default 	36
	  	
	ARTICLE VIII The Administrative Agent 	38
	  	
	ARTICLE IX Miscellaneous 	40





	  	





	SECTION 9.01	Notices 	40
	SECTION 9.02	Waivers; Amendments 	41
	SECTION 9.03	Expenses; Indemnity; Damage Waiver 	41
	SECTION 9.04	Successors and Assigns 	42
	SECTION 9.05	Survival 	45
	SECTION 9.06	Counterparts; Integration; Effectiveness 	45
	SECTION 9.07	Severability 	45
	SECTION 9.08	Right of Setoff 	46
	SECTION 9.09	Governing Law; Jurisdiction; Consent to Service of Process 	46
	SECTION 9.10	WAIVER OF JURY TRIAL 	46
	SECTION 9.11	Headings 	47
	SECTION 9.12	Confidentiality 	47
	SECTION 9.13	Interest Rate Limitation 	47
	SECTION 9.14	Existing Credit Facilities	47
	SECTION 9.15	Electronic Communications	48






  
    -ii-

    
  









SCHEDULES: 


Schedule 1.01-A -- Pricing Schedule

Schedule 1.01-B -- Existing Letters of  Credit

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 August 18, 2004, among KINDER MORGAN, INC., a Kansas corporation,
the LENDERS party hereto, CITIBANK, N.A., as Administrative Agent, the Issuing Bank and
the Swingline Lender, WACHOVIA BANK, NATIONAL ASSOCIATION and JPMORGAN CHASE BANK, as
Co-Syndication Agents, and The Bank of Tokyo-Mitsubishi, Ltd. and SunTrust Bank, as
Co-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 Citibank, N.A., 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 plus 1/2 of 1%. Any change in the Alternate Base
Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be
effective from and including the effective date of such change in the Prime Rate or the
Federal Funds Effective Rate, respectively.



          "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 Maturity 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 (a) Revolving 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,
or (b) a Swingline Loan.



          "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 the Issuing Bank (or, for purposes of Section 2.15(b), by any
lending office of such Lender or by such Lender's or the Issuing Bank'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 Swingline 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 acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate
amount of such Lender's Revolving 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 $800,000,000.



          "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 Tangible Assets" means, at the date of any determination thereof, the total
amount of assets of the Borrower and its Subsidiaries after deducting therefrom: (a) all
current liabilities, excluding (i) any current liabilities that by their terms are
extendable or renewable at the option of the obligor thereon to a time more than 12 months
after the time as of which the amount thereof is being computed and (ii) current
maturities of long-term debt and preferred stock; (b) all reserves for depreciation and
other asset valuation reserves but excluding reserves for deferred federal income taxes
arising from accelerated depreciation or otherwise; (c) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like intangible
assets carried as an asset; and (d) all appropriate adjustments on account of minority
interests of other Persons holding common stock in any Subsidiary; all as set forth, or on
a pro forma basis would be set forth, on a consolidated balance sheet of the Borrower and
its Subsidiaries for their most recently completed fiscal quarter, prepared in accordance
with GAAP.



          "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.


-3-






          "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.



          "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, the Issuing
Bank or any other recipient of any payment to be made by or on account of any obligation
of the 


-4-





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 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
364-Day Credit Facility" means the credit facility governed by that certain
$445,000,000 Amended and Restated 364-Day Credit Agreement, dated October 14, 2003, by and
among Kinder Morgan, Inc., the lenders party thereto and
Citibank, N.A., as administrative agent, as amended.



          "Existing
Credit Facilities" means, collectively, the Existing 364-Day Credit Facility and
the Existing Multi-Year Credit Facility.



          "Existing
Letters of Credit" means the letters of credit issued under the Existing
Multi-Year Credit Facility listed on Schedule 1.01-B.



          "Existing
Multi-Year Credit Facility" means the credit facility governed by that certain
$337,022,222 Three-Year Credit Agreement, dated October 15, 2002, by and among Kinder
Morgan, Inc., the lenders party thereto and JPMorgan Chase Bank, as administrative agent,
as amended.



          "Facility
Fee" has the meaning assigned to such term in Section 2.12(a).



          "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.



          "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.


-5-






          "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 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 July 2004
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 (other than a Swingline
Loan), the last day of each March, June, September and December, (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, and (c) with respect to any Swingline Loan, the day that such Loan is required to
be repaid.



          "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.



          "Issuing
Bank" means Citibank, N.A., in its capacity as the issuer of Letters of Credit
hereunder, and its successors in such capacity as provided in Section 2.06(i). The Issuing
Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by
Affiliates of the Issuing Bank, in which case the term "Issuing Bank" shall
include any such Affiliate with respect to Letters of Credit issued by such Affiliate.



          "LC
Disbursement" means a payment made by the Issuing Bank pursuant to a Letter of
Credit.



          "LC
Exposure" means, at any time, the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC
Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such
time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the
total LC Exposure at such time.



          "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. Unless the context
otherwise requires, the term "Lenders" includes the Swingline Lender.



          "Letter
of Credit" means any Existing Letter of Credit or any letter of credit issued
pursuant to this Agreement.



          "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 


-7-





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 loans made by the Lenders to the Borrower pursuant to this Agreement.



          "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 and Letters of Credit), 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.



          "Maturity
Date" means August 18, 2009.



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



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



          "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:


-8-






          (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;



          (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 Citibank, N.A. 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.


-9-






          "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 Revolving Credit Exposures and unused
Commitments representing greater than 50% of the sum of the total Revolving Credit
Exposures and unused Commitments hereunder.



          "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, the sum of the
outstanding principal amount of such Lender's Revolving Loans and its LC Exposure and
Swingline Exposure at such time.



          "Revolving
Loan" means a Loan made pursuant to Section 2.03.



          "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.



          "Swingline
Exposure" means, at any time, the aggregate principal amount of all Swingline
Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be
its Applicable Percentage of the total Swingline Exposure at such time.



          "Swingline
Lender" means Citibank, N.A., in its capacity as
lender of Swingline Loans hereunder.



          "Swingline
Loan" means a Loan made pursuant to Section 2.05.


-10-






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



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



          "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.



          "Utilization
Fee" has the meaning assigned to such term in Section 2.12(b).



     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 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 (i) such Lender's
Revolving Credit Exposure exceeding such Lender's Commitment or (ii) the sum of the total
Revolving Credit Exposures exceeding the total Commitments. 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 the aggregate Commitments hereunder to
exceed $1,000,000,000, 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 Swingline Loan shall be an ABR Loan. 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 $3,000,000. 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 $1,000,000; provided
that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire
unused balance of the total Commitments. Each Swingline Loan shall be in an amount that is
an integral multiple of $1,000,000 and not less than $5,000,000. 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 twelve Eurodollar Borrowings outstanding.



          (d)    Notwithstanding any other provision of
this Agreement, the Borrower shall not be entitled to request, or to elect to convert or
continue, any Revolving Loan if the Interest Period requested with respect thereto would
end after the Maturity Date.



     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 


-12-





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 Revolving 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 Swingline Loans.
(a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to
make Swingline Loans to the Borrower from time to time during the Availability Period, in
an aggregate principal amount at any time outstanding that will not result in (i) the
aggregate principal amount of outstanding Swingline Loans exceeding $25,000,000 or (ii)
the sum of the total Revolving Credit Exposures exceeding the total Commitments; provided
that the Swingline Lender shall not be required to make a Swingline Loan to refinance an
outstanding Swingline Loan. Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.



          (b)    To request a Swingline Loan, the
Borrower shall notify the Administrative Agent of such request by telephone (confirmed by
telecopy), not later than 12:00 noon, New York City time, on the day of a proposed
Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date
(which shall be a Business Day) and amount of the requested Swingline Loan. The
Administrative Agent will promptly advise the Swingline Lender of any such notice received
from the Borrower. The Swingline Lender shall make each Swingline Loan available to the
Borrower by means of a credit to the general deposit account of the Borrower with the
Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of
an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by
3:00 p.m., New York City time, on the requested date of such Swingline Loan.



          (c)    The Swingline Lender may by written
notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on
any Business Day require the Lenders to acquire participations on such Business Day in all
or a portion of the Swingline Loans outstanding. Such notice 


-13-





shall specify the aggregate amount of Swingline Loans in which Lenders
will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each
Lender, specifying in such notice such Lender's Applicable Percentage of such Swingline
Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of
notice as provided above, to pay to the Administrative Agent, for the account of the
Swingline Lender, such Lender's Applicable Percentage of such Swingline Loan or Loans.
Each Lender acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including the occurrence and continuance of a
Default or reduction or termination of the Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever. Each Lender
shall comply with its obligation under this paragraph by wire transfer of immediately
available funds, in the same manner as provided in Section 2.07 with respect to Loans made
by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations
of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender
the amounts so received by it from the Lenders. The Administrative Agent shall notify the
Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph,
and thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender. Any amounts received by the
Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect
of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of
participations therein shall be promptly remitted to the Administrative Agent; any such
amounts received by the Administrative Agent shall be promptly remitted by the
Administrative Agent to the Lenders that shall have made their payments pursuant to this
paragraph and to the Swingline Lender, as their interests may appear; provided that any
such payment so remitted shall be repaid to the Swingline Lender or to the Administrative
Agent, as applicable, if and to the extent such payment is required to be refunded to the
Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to
this paragraph shall not relieve the Borrower of any default in the payment thereof.



     SECTION 2.06 Letters of Credit.  (a)  General.
Subject to the terms and conditions set forth herein, the Borrower may request the
issuance of Letters of Credit for its own account, in a
form reasonably acceptable to the Administrative Agent and
the Issuing Bank, at any time and from time to time during the Availability Period. In the
event of any inconsistency between the terms and conditions of this Agreement and the
terms and conditions of any form of letter of credit
application or other agreement submitted by the Borrower to, or entered into by the
Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.



          (b)    Notice of Issuance, Amendment,
Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit
(or the amendment, renewal or extension of an outstanding Letter of
Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the Issuing Bank) to the
Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of
issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of
Credit, or identifying the Letter of Credit to be amended,
renewed or extended, and specifying the date of issuance, amendment, renewal or extension
(which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this
Section), the amount of such Letter of Credit, the name and address of the beneficiary
thereof and such other information as shall be necessary
to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Borrower also shall
submit a letter of credit application on the Issuing Bank's standard form in connection
with any request for a Letter of Credit. A Letter of
Credit shall be issued, amended, renewed or extended only
if (and upon issuance, amendment, renewal or extension of
each Letter of Credit the Borrower shall be deemed to represent and warrant that), after
giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall
not exceed $200,000,000 and (ii) the sum of the total Revolving Credit Exposures shall not
exceed the total Commitments. Upon the issuance,
amendment, renewal or extension of each Letter of Credit, the Issuing 


-14-





Bank will notify the Administrative Agent, who, in turn, will notify
the Lenders, of the amount and type of such Letter of
Credit that is issued, amended, renewed or extended pursuant to this Agreement.



          (c)    Expiration Date. Each Letter of
Credit shall expire at or prior to the close of business on the earlier of (i) the date
one year after the date of the issuance of such Letter of Credit (or, in the case of any
renewal or extension thereof, one year after such renewal or extension) and (ii) the date
that is five Business Days prior to the Maturity Date.



          (d)    Participations. On the Effective
Date with respect to Existing Letters of Credit and by the issuance of each other Letter
of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and
without any further action on the part of the Issuing Bank
or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal to such
Lender's Applicable Percentage of the aggregate amount available to be drawn under such
Letter of Credit. In consideration and in furtherance of
the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the
Administrative Agent, for the account of the Issuing Bank, such Lender's Applicable
Percentage of each LC Disbursement made by the Issuing
Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of
this Section, or of any reimbursement payment required to be refunded to the Borrower for
any reason. Each Lender acknowledges and agrees that its
obligation to acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment
shall be made without any offset, abatement, withholding or reduction whatsoever.



          (e)    Reimbursement. If the Issuing
Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall
reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to
such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received
notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or,
if such notice has not been received by the Borrower prior to such time on such date, then
not later than 12:00 noon, New York City time, on (i) the Business Day that the Borrower
receives such notice, if such notice is received prior to 10:00 a.m., New York City time,
on the day of receipt, or (ii) the Business Day immediately following the day that the
Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if
such LC Disbursement is not less than $5,000,000, the
Borrower may, subject to the conditions to borrowing set forth herein, request in
accordance with Section 2.03 or 2.05 that such payment be
financed with an ABR Revolving Borrowing or Swingline Loan in an
equivalent amount and, to the extent so financed, the Borrower's obligation to make such
payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or
Swingline Loan. If the Borrower fails to make such payment
when due, the Administrative Agent shall notify each
Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender's Applicable Percentage
thereof. Promptly following receipt of such notice, each Lender shall pay to the
Administrative Agent its Applicable Percentage of the payment then due from the Borrower,
in the same manner as provided in Section 2.07 with
respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis,
to the payment obligations of the Lenders), and the Administrative Agent shall promptly
pay to the Issuing Bank the amounts so received by it from
the Lenders. Promptly following receipt by the
Administrative Agent of any payment from the Borrower pursuant to this paragraph, the
Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent
that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank,
then to such Lenders and the Issuing Bank as their interests may appear. Any payment made
by a Lender pursuant to this paragraph to reimburse the
Issuing Bank for any LC Disbursement (other than the
funding of ABR Revolving Loans or 


-15-





a Swingline Loan as contemplated above) shall not constitute a Loan and
shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.



          (f)    Obligations Absolute. The
Borrower's obligation to reimburse LC Disbursements as provided in paragraph (e) of this
Section shall be absolute, unconditional and irrevocable, and shall be performed strictly
in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability
of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any
draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement
therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under
a Letter of Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for the
provisions of this Section, constitute a legal or equitable discharge of, or provide a
right of setoff against, the Borrower's obligations
hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of
their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment
thereunder (irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission or delivery
of any draft, notice or other communication under or
relating to any Letter of Credit (including any document required to make a drawing
thereunder), any error in interpretation of technical terms or any consequence arising
from causes beyond the control of the Issuing Bank; provided that the foregoing
shall not be construed to excuse the Issuing Bank from liability to the Borrower to the
extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower that are caused by the
Issuing Bank's failure to exercise care when determining whether drafts and other
documents presented under a Letter of Credit comply with the terms thereof. The parties
hereto expressly agree that, in the absence of gross negligence or willful misconduct on
the part of the Issuing Bank (as finally determined by a court of competent jurisdiction),
the Issuing Bank shall be deemed to have exercised care in each such determination. In
furtherance of the foregoing and without limiting the generality thereof, the parties
agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of
Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of any notice
or information to the contrary, or refuse to accept and make payment upon such documents
if such documents are not in strict compliance with the terms of such Letter of Credit.



          (g)    Disbursement Procedures. The
Issuing Bank shall, promptly following its receipt thereof, examine all documents
purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank
shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether the Issuing Bank has made or will make an
LC Disbursement thereunder; provided that any failure to give or delay in giving
such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank
and the Lenders with respect to any such LC Disbursement.



          (h)    Interim Interest. If the Issuing
Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC
Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof
shall bear interest, for each day from and including the date such LC Disbursement is made
to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate
per annum then applicable to ABR Revolving Loans; provided that, if the Borrower
fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this
Section, then Section 2.13(d) shall apply. Interest accrued pursuant to this paragraph
shall be for the account of the Issuing Bank, except that interest accrued on and after
the date of payment by any Lender pursuant to paragraph (e) of 


-16-





this Section to reimburse the Issuing Bank shall be for the account of
such Lender to the extent of such payment.



          (i)    Replacement of the Issuing Bank.
The Issuing Bank may be replaced at any time by written agreement among the Borrower, the
Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The
Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank.
At the time any such replacement shall become effective, the Borrower shall pay all unpaid
fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(c).
From and after the effective date of any such replacement, (i) the successor Issuing Bank
shall have all the rights and obligations of the Issuing Bank under this Agreement with
respect to Letters of Credit to be issued thereafter and (ii) references herein to the
term "Issuing Bank" shall be deemed to refer to such successor or to any
previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced
Issuing Bank shall remain a party hereto and shall continue to have all the rights and
obligations of an Issuing Bank under this Agreement with respect to Letters of Credit
issued by it prior to such replacement, but shall not be required to issue additional
Letters of Credit.



          (j)     Cash Collateralization. If
(i) any Event of Default shall occur and be continuing, on the Business Day that the
Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the
maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater
than 51% of the total LC Exposure) demanding the deposit of cash collateral pursuant to
this paragraph or (ii) a Change in Control shall occur, the Borrower shall deposit in an
account with the Administrative Agent, in the name of the Administrative Agent and for the
benefit of the Lenders, an amount in cash equal to the LC Exposure as of such date plus
any accrued and unpaid interest thereon; provided that the obligation to deposit
such cash collateral shall become effective immediately, and such deposit shall become
immediately due and payable, without demand or other notice of any kind, upon the
occurrence of any Event of Default with respect to the Borrower described in clause (h) or
(i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral
for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and
control, including the exclusive right of withdrawal, over such account. Other than any
interest earned on the investment of such deposits, which investments shall be made at the
option and sole discretion of the Administrative Agent and at the Borrower's risk and
expense, such deposits shall not bear interest. Interest or
profits, if any, on such investments shall accumulate in such account. Moneys in such
account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to
the extent not so applied, shall be held for the satisfaction of the reimbursement
obligations of the Borrower for the LC Exposure at such
time or, if the maturity of the Loans has been accelerated (but subject to the consent of
Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under
this Agreement. If the Borrower is required to provide an amount of
cash collateral hereunder as a result of the occurrence of an
Event of Default, such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower within three Business Days after all Events
of Default have been cured or waived.



          (k)    Existing Letters of Credit. The
parties hereto acknowledge that on and after the Effective Date the Existing Letters of Credit shall be Letters of Credit issued by the Issuing Bank
for the account of the Borrower pursuant to this Agreement.



     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; provided that Swingline
Loans shall be made as provided in Section 


-17-





2.05. 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; provided
that ABR Revolving Loans made to finance the reimbursement of an LC
Disbursement as provided in Section 2.06(e) shall be remitted by
the Administrative Agent to the Issuing Bank.



          (b)    Unless the Administrative Agent shall
have received notice from a Lender prior to the proposed date of any Borrowing (or prior
to 12:00 noon, New York City time, on such date in the case of an ABR 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, 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 Revolving 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. This Section shall not apply
to Swingline Borrowings, which may not be converted or continued.



          (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;






-18-






	  
	
		           (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.



          (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 Revolving 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 Maturity 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 $5,000,000 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.



          (d)    The Commitments shall automatically
terminate on the date a Change in Control occurs.



     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 Maturity Date, and (ii) to the Swingline Lender 


-19-





the then unpaid principal amount of each Swingline Loan on the earlier
of the Maturity Date and the date that is seven days after such Swingline Loan is made; provided
that on each date that a Revolving Borrowing is made, the Borrower shall repay all
Swingline Loans then outstanding.



          (b)    On the date that a Change in Control
occurs, the Borrower shall repay the outstanding principal amount of the Loans and all
other amounts outstanding hereunder and shall comply with the provisions of Section
2.06(j).



          (c)    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.



          (d)    The Administrative Agent shall maintain
accounts in which it shall record (i) the amount of each Loan made hereunder, the Class
and 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.



          (e)    The entries made in the accounts
maintained pursuant to paragraph (c) or (d) 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.



          (f)    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 (and, in the case of prepayment of a Swingline Loan, the Swingline
Lender) 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, (ii) in the case of prepayment of an
ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, on the date of
prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00
noon, 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 


-20-





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 Revolving
Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in
an amount that would be permitted in the case of an advance of a Revolving Borrowing of
the same Type as provided in Section 2.02. Each prepayment of a Revolving 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 (the "Facility Fee"), which shall
accrue at the Applicable Rate on 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 Maturity Date (provided that, if such Lender continues to have any
Revolving Credit Exposure after its Commitment terminates, then such Facility Fee shall
continue to accrue on the daily amount of such Lender's Revolving 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 Revolving Credit Exposure). Accrued Facility Fees shall be
payable in arrears on the last day of March, June, September and December of each year,
commencing September 30, 2004 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 be, and
shall be payable for the actual number of days elapsed (including the first day but
excluding the last day).



          (b)    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 plus the LC Exposure and the Swingline Exposure
is greater than 50% of the Commitments a utilization fee (the "Utilization Fee")
computed at the Applicable Rate on the daily amount of the Revolving 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 September 30, 2004, 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 (i) to the
Administrative Agent for the account of each Lender a participation fee with respect to
its participations in Letters of Credit, which shall accrue at the same Applicable Rate
used to determine the interest rate applicable to Eurodollar Loans on the average daily
amount of such Lender's LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the Effective Date to
but excluding the later of the date on which such Lender's Commitment terminates and the
date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a
fronting fee, which shall accrue at a rate per annum equal to 0.125% times the daily
maximum amount available to be drawn under each Letter of Credit issued, renewed or
extended during the Availability Period, but not to exceed in any event 0.125% of the
original face amount of each Letter of Credit so issued, renewed or extended. The Borrower
also agrees to pay the Issuing Bank's standard fees with respect to the issuance,
amendment, renewal or extension of any Letter of Credit or the processing of drawings
thereunder. Participation fees and fronting fees accrued through and including the last
day of March, June, September and December of each year shall be payable on or before the
third Business Day following such last day, commencing on the first such date to occur
after the Effective Date; provided that all such fees shall be payable on the date on
which the Commitments terminate and any such fees accruing after the date on which the
Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 Business Days
after demand. All participation fees 


-21-





and fronting 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).



          (d)    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.



          (e)    All fees payable hereunder shall be paid
on the dates due, in immediately available funds, to the Administrative Agent (or to the
Issuing Bank, in the case of fees payable to it) for distribution, in the case of Facility
Fees, Utilization Fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.



     SECTION 2.13 Interest. (a) The Loans comprising each ABR Borrowing (including each
Swingline Loan) 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, in the case of Revolving Loans, upon termination of the Commitments; 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 (other than a
prepayment of an ABR Revolving Loan prior to the end of
the Availability Period), 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 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 


-22-





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 Revolving Borrowing to, or continuation of any Revolving
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 the Issuing Bank; or

	  
	
		          (ii)    impose on any Lender or the Issuing Bank
    or the London interbank market any other condition affecting this Agreement or Eurodollar
    Loans made by such Lender or any Letter of Credit or participation therein;




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 increase the cost to such Lender or the Issuing Bank of
participation in, issuing or maintaining any Letter of Credit 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 or the Issuing Bank, as the case may
be, such additional amount or amounts as will compensate such Lender or the Issuing Bank,
as the case may be, for such additional costs incurred or reduction suffered.



          (b)    If any Lender or the Issuing Bank
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 or the Issuing Bank's capital or on
the capital of such Lender's or the Issuing Bank's holding company, if any, as a
consequence of this Agreement or the Loans made by, or participations in Letters of Credit
held by, such Lender or the Letters of Credit issued by the Issuing Bank, to a level below
that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding
company could have achieved but for such Change in Law (taking into consideration such Lender's or the Issuing Bank's policies and
the policies of such Lender's or the Issuing Bank's holding company with respect to
capital adequacy), then from time to time the Borrower will pay to such Lender or the
Issuing Bank, as the case may be, such additional amount or amounts as will compensate
such Lender or the Issuing Bank, or such Lender's or the
Issuing Bank's holding company for any such reduction suffered.



          (c)    A certificate of a Lender or the Issuing
Bank setting forth the amount or amounts necessary to compensate such Lender or the
Issuing Bank 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 or the
Issuing Bank, as the case may be, 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 or the Issuing Bank to demand compensation pursuant
to this Section shall not constitute a waiver of such Lender's or the Issuing Bank's 


-23-





right to demand such compensation; provided that the Borrower
shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section
for any increased costs or reductions incurred more than
180 days prior to the date that such Lender or the Issuing Bank, as the case may be,
notifies the Borrower of the Change in Law giving rise to such increased costs or
reductions and of such Lender's or the Issuing Bank'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, Lender or Issuing Bank (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.



          (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, each Lender and the Issuing Bank, within 10 Business Days after
written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid
by the Administrative Agent, such Lender or the Issuing Bank, 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 


-24-





payment or liability delivered to the Borrower by a Lender or the
Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or
the Issuing Bank, 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 reimbursement of LC Disbursements, 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 payments to be made directly to
the Issuing Bank or Swingline Lender as expressly provided herein and 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 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, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds
shall be applied (i) first, towards payment of interest and fees then 


-25-





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 and unreimbursed LC Disbursements then due hereunder, ratably among
the parties entitled thereto in accordance with the amounts of principal and unreimbursed
LC Disbursements 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 Revolving Loans or participations in LC Disbursements or
Swingline Loans resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Revolving Loans and participations in LC
Disbursements and Swingline 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
Revolving Loans and participations in LC Disbursements and
Swingline 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 Revolving Loans and participations
in LC Disbursements and Swingline 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 or participations in LC
Disbursements 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 or the Issuing Bank 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 or the Issuing Bank, as the case may be,
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 or the Issuing Bank 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 2.05(c), 2.06(d) or (e), 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.



     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 


-26-





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 and participations in LC Disbursements and
Swingline 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.


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 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 


-27-





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, 2003, reported on by Pricewaterhouse
Coopers LLP, independent public accountants and set forth in the Borrower's 2003 Form
10-K, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended
June 30, 2004, 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, 2003, 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 (a)
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 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.


-28-






     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 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.


     SECTION
3.12 Foreign Assets Control Regulations, etc.



          (a)    Neither any Letter of Credit nor any
part of the proceeds of the Loans will violate the Trading with the Enemy Act, as amended,
or any of the foreign assets control regulations of the United States Treasury Department
(31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order
relating thereto.



          (b)    Neither the Borrower nor any Subsidiary
(i) is, or will become, a Person described or designated in the Specially Designated
Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1
of the Anti-Terrorism Order or (ii) engages or will engage in any dealings or
transactions, or is or will be otherwise associated, with any such Person. The Borrower
and the Subsidiaries are in compliance, in all material
respects, with the USA Patriot Act.



          (c)    Neither any Letter of Credit nor any
part of the proceeds of the Loans will be used, directly or indirectly, for any payments
to any governmental official or employee, political party, 


-29-





official of a political party, candidate for political office, or
anyone else acting in an official capacity, in order to obtain, retain or direct business
or obtain any improper advantage, in violation of the United States Foreign Corrupt
Practices Act of 1977, as amended, assuming in all cases that such Act applies to the
Borrower or one of the Subsidiaries.


ARTICLE IV



Conditions



     SECTION 4.01 Effective Date.
The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of
Credit 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 be
reasonably satisfied that that all required consents and approvals of any Governmental
Authority and any other Person in connection with the
transactions contemplated by this Section 4.01 shall have been obtained and remain in
effect (except where the failure to obtain such approvals would not have a Material
Adverse Effect).



          (e)    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.



          (f)    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.


          (g)    The Administrative Agent shall have
received a written irrevocable notice from the Borrower terminating the Existing Credit
Facilities (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.


-30-





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 and of the Issuing Bank to issue
Letters of Credit 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 August 31, 2004 (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, and of the
Issuing Bank to issue, amend, renew or extend any Letter of Credit (including any Loan
made or Letter of Credit issued (including for the purpose of the Existing Letters of
Credit) on the initial date of 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 or the date of issuance, amendment, renewal or extension of such Letter
of Credit (in either case, 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), as applicable.



          (b)    At the time of and immediately after
giving effect to such Borrowing or the issuance, amendment, renewal or extension of such
Letter of Credit, as applicable, no Default shall have occurred and be continuing.


Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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 and all Letters of Credit shall have expired or
terminated and all LC Disbursements shall have been reimbursed, 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 


-31-





previous fiscal year, all reported on by, and accompanied by an opinion
(without a "going concern" or like qualification or exception and without any
qualification or exception as to the scope of such audit) of, Pricewaterhouse Coopers
L.L.P. or other independent public accountants of
recognized national standing 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 yearend 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 


-32-





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.


-33-





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 Facilities, (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. Letters of Credit will be issued only (a) to support obligations in
connection with the working capital and business needs of the Borrower, and (b) in respect
of the purchase of goods or services in the ordinary course of business.


-34-





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 and all Letters of Credit have expired or terminated and
all LC Disbursements shall have been reimbursed, 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.



     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; and



          (c)    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 Tangible Assets.



     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 


-35-





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.


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 or any reimbursement obligation in respect of any LC Disbursement
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;


-36-






          (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)    the Borrower or 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;



          (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 admit ting 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 


-37-





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; or



          (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; 


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.


ARTICLE VIII



The Administrative Agent



     Each of the Lenders and the
Issuing Bank 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 


-38-





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 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 subagent, 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, the Issuing Bank 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 and the Issuing Bank, 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 


-39-





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 informa tion 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.



     To the extent that the Borrower
fails to pay any amount required to be paid by it to the Administrative Agent under
Section 9.03(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.


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 it at
    2 Penns Way, Suite 200, New Castle, Delaware 19720, Attention of Janet Wallace (Telecopy
    No. (212) 994-0961), with a copy to 1200 Smith Street, Suite 2000, Houston, Texas 77002,
    Attention of Joronne Jeter (Telecopy No. (713) 654-2849);

	  
	
		          (iii)     if to the Issuing Bank, to it at 2
    Penns Way, Suite 200, New Castle, Delaware 19720, Attention of Janet Wallace (Telecopy No.
    (212) 994-0961), with a copy to 1200 Smith Street, Suite 2000, Houston, Texas 77002,
    Attention of Joronne Jeter (Telecopy No. (713) 654-2849);

	  
	
		          (iv)    if to the Swingline Lender, to it at 2
    Penns Way, Suite 200, New Castle, Delaware 19720, Attention of Janet Wallace (Telecopy No.
    (212) 994-0961), with a copy to 1200 Smith Street, Suite 2000, Houston, Texas 77002,
    Attention of Joronne Jeter (Telecopy No. (713) 654-2849); and

	  	
		          (v)    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
Section 9.15.


-40-






          (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, the Issuing Bank 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, the Issuing Bank 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 or issuance of a Letter of
Credit 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 LC Disbursement 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 LC Disbursement, 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, the Issuing Bank or the Swingline Lender hereunder without the prior
written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as
the case may be.



     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 Agreement or any amendments,
modifications or waivers of the provisions hereof, (ii) all reasonable out-of-pocket
expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal
or extension of any Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any
Lender, including the fees, charges and disbursements of any counsel for the
Administrative Agent, the Issuing Bank 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
or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring
or negotiations in respect of such Loans or Letters of Credit.


-41-






          (b)    The Borrower shall indemnify the
Administrative Agent, the Issuing Bank 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 Letter of
Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to
honor a demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter of
Credit), (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, the Issuing Bank or
the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally
agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, 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, the Issuing Bank or the Swingline Lender 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 Letter of Credit 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 (including any Affiliate of the Issuing Bank that
issues any Letter of Credit), 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 (including any Affiliate
of the Issuing Bank that issues any Letter of Credit), Participants (to the extent
provided in paragraph (c) of this Section) and, to the extent expressly contemplated
hereby, the Related Parties of each of the Administrative
Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.


-42-






          (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 or to an Affiliate of such assigning Lender.

		  
		          (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.

	  
	
		          (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, 





-43-





	  	
		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 and LC Disbursements 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, the Issuing Bank 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, the Issuing Bank
    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, the Administrative Agent, the Issuing Bank or the Swingline Lender 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, the Issuing Bank 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 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.


-44-





	  	
	  
	          (ii)
    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 and the issuance of Letters of Credit,
regardless of any investigation made by any such other party or on its behalf and
notwithstanding that the Administrative Agent, the Issuing
Bank 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 or any Letter of Credit is outstanding 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, the expiration or
termination of the Letters of Credit 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 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.


-45-






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


-46-






     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, the Issuing Bank 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, the Issuing Bank 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, the Issuing
Bank 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
Facilities. The undersigned agree and acknowledge that, except for provisions that
expressly provide for their survival of termination, each
Existing Credit Facility shall be terminated on the Effective Date and all Commitments
thereunder (as defined in each Existing Credit Facility) and risk participations in
Letters of Credit (as defined in each 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 each Existing
Credit Facility) on the Effective Date shall constitute effective termination of such
Existing Credit Facility with respect to such Bank. Each Lender that was a party to either
Existing Credit Facility agrees to return to the 


-47-





Borrower, with reasonable promptness, all Notes (as defined in each
Existing Credit Facility) delivered by the Borrower to such Lender under such Existing
Credit Facility.



     SECTION 9.15 Electronic
Communications



          (a)    Borrower hereby agrees that, unless
otherwise requested by the Administrative Agent, it will provide to the Administrative
Agent all information, documents and other materials that it is obligated to furnish to
the Administrative Agent pursuant to this Agreement, including, without limitation, all
notices, requests, financial statements, financial and other reports, certificates and
other information materials, but excluding any such communication that (i) relates to a
request for a new, or a conversion of an existing, borrowing or other extension of credit
(including any election of an interest rate or interest period relating thereto), (ii)
relates to the payment of any principal or other amount due under this Agreement prior to
the scheduled date therefor, (iii) provides notice of any default or event of default
under this Agreement, (iv) is required to be delivered to satisfy any condition precedent
to the effectiveness of this Agreement and/or any borrowing or other extension of credit
hereunder or (v) initiates or responds to legal process (all such non-excluded information
being referred to herein collectively as the "Communications") by
transmitting the Communications in an electronic/soft medium (provided such Communications
contain any required signatures) in a format acceptable to the Administrative Agent to
oploanswebadmin@citigroup.com (or such other e-mail address designated by the
Administrative Agent from time to time).



          (b)    Each party hereto agrees that the
Administrative Agent may make the Communications available to the Lenders by posting the
Communications on IntraLinks or another relevant website, if any, to which each Lender and
the Administrative Agent have access (whether a commercial, third-party website or whether
sponsored by the Administrative Agent) (the "Platform"). Nothing in this
Section 9.15 shall prejudice the right of the
Administrative Agent to make the Communications available to the Lenders in any other
manner specified in this Agreement.



          (c)    Borrower hereby acknowledges that
certain of the Lenders may be "public-side" Lenders (i.e., Lenders that do not
wish to receive material non-public information with respect to the Borrower or its
securities) (each, a "Public Lender"). The
Borrower hereby agrees that (i) Communications that are to be made available on the
Platform to Public Lenders shall be clearly and conspicuously marked "PUBLIC"
which, at a minimum, shall mean that the word "PUBLIC" shall appear prominently
on the first page thereof, (ii) by marking Communications "PUBLIC," the Borrower
shall be deemed to have authorized the Administrative Agent and the Lenders to treat such
Communications as either publicly available information or not material information
(although it may be sensitive and proprietary) with respect to the Borrower or its
securities for purposes of United States Federal and state securities laws, (iii) all
Communications marked "PUBLIC" are permitted to be made available through a
portion of the Platform designated "Public Investor," and (iv) the
Administrative Agent shall be entitled to treat any Communications that are not marked
"PUBLIC" as being suitable only for posting on a portion of the Platform not
designated "Public Investor."



          (d)    Each Lender agrees that e-mail notice to
it (at the address provided pursuant to the next sentence and deemed delivered as provided
in the next paragraph) specifying that Communications have been posted to the Platform
shall constitute effective delivery of such Communications to such Lender for purposes of
this Agreement. Each Lender agrees (i) to notify the
Administrative Agent in writing (including by electronic communication) from time to time
to ensure that the Administrative Agent has on record an
effective e-mail address for such Lender to which the foregoing notice may be sent by
electronic transmission and (ii) that the foregoing notice may be sent to such e-mail
address.


-48-






          (e)    Each party hereto agrees that any
electronic communication referred to in this Section 9.15 shall be deemed delivered upon
the posting of a record of such communication (properly addressed to such party at the
e-mail address provided to the Administrative Agent) as "sent" in the e-mail
system of the sending party or, in the case of any such communication to the
Administrative Agent, upon the posting of a record of such communication as
"received" in the e-mail system of the Administrative Agent; provided that if
such communication is not so received by the Administrative Agent during the normal
business hours of the Administrative Agent, such communication shall be deemed delivered
at the opening of business on the next Business Day for the Administrative Agent.



          (f)    Each party hereto acknowledges that (i)
the distribution of material through an electronic medium is not necessarily secure and
there are confidentiality and other risks associated with such distribution, (ii) the
Communications and the Platform are provided "as is" and "as
available," (iii) none of the
Administrative Agent, its affiliates nor any of their respective officers, directors,
employees, agents, advisors or representatives
(collectively, the "Citigroup Parties") warrants the adequacy of the
Platform or the accuracy or completeness of any Communications, and each Citigroup Party
expressly disclaims liability for errors or omissions in any Communications or the
Platform, and (iv) no warranty of any kind, express, implied or statutory, including,
without limitation, any warranty of merchantability,
fitness for a particular purpose, non-infringement of third party rights or freedom from
viruses or other code defects, is made by any Citigroup Party in connection with any
Communications or the Platform.


 


[Signatures on Following Page]


-49-






     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/
    JOSEPH LISTENGART 
	  	Name:	Joseph
    Listengart
		Title:	Vice
    President




 



[KMI FIVE-YEAR CREDIT AGREEMENT -1]






	  	
	  	CITIBANK, N.A., individually
    and as Administrative Agent, Issuing Bank and Swingline Lender

      

      
		By:	/s/
    JORONNE JETER
	  	Name:	Joronne
    Jeter
		Title:	Attorney-in-Fact




 



[KMI FIVE-YEAR CREDIT AGREEMENT -2]






	  	
	  	WACHOVIA BANK, NATIONAL
    ASSOCIATION, individually and as Co-Syndication Agent,

      

      
		By:	/s/
    RUSSELL CLINGMAN
	  	Name:	Russell
    Clingman
		Title:	Director




 



[KMI FIVE-YEAR CREDIT AGREEMENT -3]






	  	
	  	JPMORGAN CHASE BANK,
    individually and as Co-

    Syndication Agent,

      

      
		By:	/s/
    ROBERT W. TRABAND
	  	Name:	ROBERT
    W. TRABAND
		Title:	VICE
    PRESIDENT




 



[KMI FIVE-YEAR CREDIT AGREEMENT -4]






	  	
	  	THE BANK OF TOKYO-MITSUBISHI,
    LTD., HOUSTON

    AGENCY, Individually and as Co-Documentation Agent

      

      
		By:	/s/
    KELTON GLASSCOCK
	  	Name:	Kelton
    Glasscock
		Title:	Vice
    President & Manager




 



[KMI FIVE-YEAR CREDIT AGREEMENT -5]






	  	
	  	SUNTRUST
    BANK, individually and as Co-

    Documentation agent

      

      

		By:	/s/
    KELLEY BRUNSON
	  	Name:	Kelley
    Brunson
		Title:	Vice
    President




 



[KMI FIVE-YEAR CREDIT AGREEMENT -6]






	  	
	  	HARRIS NESBITT FINANCING, INC.

      

      
		By:	/s/
    CAHAL B. CARMODY
	  	Name:	Cahal
    B. Carmody
		Title:	Vice
    President




 



[KMI FIVE-YEAR CREDIT AGREEMENT -7]






	  	
	  	BARCLAYS BANK PLC

      

      
		By:	/s/
    NICHOLAS A BELL
	  	Name:	NICHOLAS
    A. BELL
		Title:	DIRECTOR
			LOAN
    TRANSACTION MANAGEMENT




 



[KMI FIVE-YEAR CREDIT AGREEMENT -8]






	  	
	  	THE ROYAL BANK OF SCOTLAND plc

      

      
		By:	/s/
    MATTHEW J. MAIN
	  	Name:	MATTHEW
    J. MAIN
		Title:	SENIOR
    VICE PRESIDENT




 



[KMI FIVE-YEAR CREDIT AGREEMENT -9]






	  	
	  	WILLIAM STREET COMMITMENT

    CORPORATION

    (Recourse only to assets of William Street Commitment

    Corporation)

      

      
	  	By:	/s/
    JENNIFER M. HILL
		Name:	Jennifer
    M. Hill
		Title:	CFO




 



[KMI FIVE-YEAR CREDIT AGREEMENT -10]






	  	
	  	SUMITOMO MITSUI BANKING
    CORPORATION

      

      
		By:	/s/
    EDWARD D. HENDERSON, JR.
	  	Name:	Edward
    D. Henderson, Jr.
		Title:	General
    Manager




 



[KMI FIVE-YEAR CREDIT AGREEMENT -11]






	  	
	  	COMMERZBANK
    AG, NEW YORK AND GRAND 

    CAYMAN BRANCHES

      

      

	  	By:	/s/
    HARRY YERGEY
		Name:	Harry
    Yergey
		Title:	SVP
	  	  	  

      
	  	By:	/s/
    STEVEN POTTLE
		Name:	Steven
    Pottle
		Title:	VP




 



[KMI FIVE-YEAR CREDIT AGREEMENT -12]






	  	
	  	LEHMAN BROTHERS BANK, FSB

      

      
		By:	/s/
    JANINE M. SHUGAN
		Name:	Janine
    M. Shugan
		Title:	Authorized
    Signatory




 



[KMI FIVE-YEAR CREDIT AGREEMENT -13]






	  	CALYON NEW YORK BRANCH

      

      
		By:	/s/
    JACQUES BUSQUET
		Name:	Jacques
    Busquet
		Title:	Executive
    Vice President
	  		  

      
	  	By:	/s/
    PHILIPPE SOUSTRA
		Name:	Philippe
    Soustra
		Title:	Executive
    Vice President




 



[KMI FIVE-YEAR CREDIT AGREEMENT -14]






	  	DEUTSCHE BANK AG NEW YORK
    BRANCH

      

      
	  	By:	/s/
    RICHARD HENSHALL
		Name:	Richard
    Henshall
		Title:	Director
		  	
	  	By:	/s/
    OLIVER RIEDINGER
		Name:	Oliver
    Riedinger
		Title:	Vice
    President




 



[KMI FIVE-YEAR CREDIT AGREEMENT -15]






  
    
      
        
          
            
              
                
                  
                    
                      
                      

                    

                  

                

              

            

          

        

      

    

  





	  	
	  	USB LOAN FINANCE LLC

      

      
		By:	/s/
    WILFRED V. SAINT
		Name:	Wilfred
    V. Saint
		Title:	Director
			Banking
    Products
			Services,
    US
		  	
		By:	/s/
    DORIS MESA
		Name:	Doris
    Mesa
		Title:	Associate
    Director
			Banking
    Products
			Services,
    US




 



[KMI FIVE-YEAR CREDIT AGREEMENT -16]






	  	
	  	UFJ BANK LIMITED, NEW YORK
    BRANCH

      

      
	  	By:	/s/ L.J. PERENYI
	  	Name:	L.J. Perenyi
	  	Title:	Vice President




 



[KMI FIVE-YEAR CREDIT AGREEMENT -17]






	  	
	  	MERRILL LYNCH BANK USA

      

      
	  	By:	/s/
    PRESTON L. JACKSON
	  	Name:	Preston
    L. Jackson
	  	Title:	President
    and CEO




 



[KMI FIVE-YEAR CREDIT AGREEMENT -18]






	  	
	  	CREDIT SUISSE FIRST BOSTON,
    acting through its

    Cayman Islands Branch

      

      
	  	By:	/s/
    THOMAS S. HALL
	  	Name:	THOMAS
    S. HALL
	  	Title:	VICE
    PRESIDENT
			  
	  	By:	/s/
    VANESSA GOMEZ
	  	Name:	VANESSA
    GOMEZ
	  	Title:	ASSOCIATE




 



[KMI FIVE-YEAR CREDIT AGREEMENT -19]






	  	
	  	WELLS FARGO BANK TEXAS, N.A.

      

      
	  	By:	/s/ RICHARD A. GOULD
	  	Name:	Richard A. Gould
	  	Title:	VP




 



[KMI FIVE-YEAR CREDIT AGREEMENT -20]







SCHEDULE 1.01-A


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

    (</= 50%

    Utilization)
	Utilization Fee

    Rate

    (> 50% Utilization)
	All-in Spread

    (> 50%

    Utilization)

	Category 1

    >/= A-/A3
	0.00 bps
	29.0 bps
	8.5 bps
	37.5 bps
	7.5 bps
	45.0 bps

	Category 2

    >/= BBB+/Baa1
	0.00 bps
	35.0 bps
	10.0 bps
	45.0 bps
	12.5 bps
	57.5 bps

	Category 3

    >/= BBB/Baa2
	0.00 bps
	45.0 bps
	12.5 bps
	57.5 bps
	12.5 bps
	70.0 bps

	Category 4

    >/= BBB-/Baa3
	0.00 bps
	60.0 bps
	15.0 bps
	75.0 bps
	12.5 bps
	87.5 bps

	Category 5

    <BBB-/Baa3
	0.00 bps
	80.0 bps
	20.0 bps
	100.0 bps
	25.0 bps
	125.0 bps






          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-A-1






SCHEDULE 1.01-B


EXISTING LETTERS OF CREDIT



 



	Beneficiary
	Purpose
	Amount

    $
	Counterparty
	Expiration

    Date
	Auto

    Renew

	National
    Union Fire

    Insurance Co.	worker’s
    comp	1,684,000 
	JP Morgan Chase
	1/23/2005
	yes

	Kemper et
    al.	worker’s
    comp	1,875,000 
	JP Morgan Chase
	1/23/2005
	yes

	Alpha Gen
    Power LLC	Jackson
    lease-timing gap	10,733,500 
	JP Morgan Chase
	1/23/2005
	no

	Deutsche
    Bank Trust	cover debt
    service - 

    Prudential, syndicate	6,600,000 
	JP Morgan Chase
	1/23/2005
	yes

	ACE
    American Insurance	worker’s
    comp, auto	8,735,000 
	JP Morgan Chase
	1/02/2005
	yes

	Entergy	NGPL Devers
    project	1,000,000 
	JP Morgan Chase
	8/28/2004
	no

	PSCo	PPA -
    Thermo Greeley	1,894,555 
	JP Morgan Chase
	7/01/2005
	yes

	Total
    Letters of Credit	  	32,522,055 
	  	  	  





 



Schedule 1.01-B-1






SCHEDULE 2.01



COMMITMENTS


 



	Lender

      
	Commitment

	Citibank,
    N.A.

      	$73,170,731.71

	Wachovia
    Bank, National Association

      	$73,170,731.71

	JPMorgan
    Chase Bank

      	$66,341,463.41

	The Bank of
    Tokyo-Mitsubishi, Ltd., Houston

    Agency

      	$58,536,585.37

	SunTrust
    Bank

      	$58,536,585.37

	Harris
    Nesbitt Financing, Inc.

      	$58,536,585.37

	Barclays
    Bank PLC

      	$58,536,585.37

	The Royal
    Bank of Scotland plc

      	$58,536,585.37

	Commerzbank
    AG, New York and Grand Cayman

    Branches

      	$33,170,731.71

	Lehman
    Brothers Bank, FSB

      	$33,170,731.71

	Caylon, New
    York Branch

      	$33,170,731.71

	Deutsche
    Bank AG New York Branch

      	$33,170,731.71

	UBS Loan
    Finance LLC

      	$33,170,731.71

	Sumitomo
    Mitsui Banking Corporation

      	$29,268,292.69

	William
    Street Commitment Corporation

      	$29,268,292.68

	UFJ Bank
    Limited, New York Branch

      	$17,560,975.61

	Merrill
    Lynch Bank USA

      	$17,560,975.61

	Credit
    Suisse First Boston

      	$17,560,975.61

	Wells Fargo
    Bank Texas, N.A.

      	$17,560,975.61






Schedule 2.01-1






EXHIBIT A


ASSIGNMENT AND ASSUMPTION



     Reference is made to the Five-Year
Credit Agreement dated as of August 18, 2004 (as amended and in effect on the date hereof,
the "Credit Agreement"), among Kinder Morgan, Inc., the Lenders named therein
and Citibank, N.A., as Administrative Agent for the Lenders, Issuing Bank, and Swingline
Lender. Terms defined in the Credit Agreement are used herein with the same meanings.



     The Assignor named on the reverse
hereof hereby sells and assigns, without recourse, to the Assignee named on the reverse
hereof, and the Assignee hereby purchases and assumes, without recourse, from the
Assignor, effective as of the Assignment Date set forth on the reverse hereof, (a) the
interests set forth on the reverse hereof in the Assignor's rights and obligations under
the Credit Agreement, including, without limitation, the
interests set forth on the reverse hereof in the Commitment of the Assignor on the
Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment
Date, but excluding accrued interest and fees to and excluding the
Assignment Date and (b) to the extent permitted to be assigned under applicable law, all
claims, suits causes of action and any other right of the Assignor (in its capacity as a
Lender) against any Person, whether known or unknown, arising under or in connection with
the Credit Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of the
foregoing, including, but not limited to, contract claims, tort claims, malpractice
claims, statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (a) above (the rights and obligations
sold and assigned pursuant to clauses (a) and (b) above being referred to herein
collectively as the "Assigned Interest"). The Assignee hereby acknowledges
receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the
Assignee shall be a party to and be bound by the provisions of the Credit Agreement and,
to the extent of the Assigned Interest, have the rights and obligations of a Lender
thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish
its rights and be released from its obligations under the
Credit Agreement.



     This Assignment and Assumption is
being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign
Lender, any documentation required to be delivered by the Assignee pursuant to Section
2.17(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if
the Assignee is not already a Lender under the Credit Agreement, an Administrative
Questionnaire in the form supplied by the Administrative
Agent, duly completed by the Assignee. The Assignee shall
pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit
Agreement.



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


Date of Assignment:


Legal Name of Assignor:


Legal Name of Assignee:


Assignee's Address for Notices:


Effective Date of Assignment

("Assignment Date"):



A-1





 



	  

      

      

      

      

      

    Facility

      	    

      

      

      

      

    Principal Amount 

    Assigned 

      	    

    Percentage Assigned of Facility/Commitment (set forth, to at least 8 decimals, as a
    percentage of the Facility and the aggregate Commitments of all Lenders thereunder)

      
	Commitment
    Assigned:	$	%

	Loans:	  	  





The terms set forth above and on the reverse side hereof are hereby agreed to:



	  	[Name of Assignor] , as Assignor

      

      
	  	By:______________________________

         Name:

         Title:

      

      

    [Name of Assignee] , as Assignee

      

      

    By:______________________________

         Name:

         Title:




The undersigned hereby consent to the within assignment:



	Kinder Morgan, Inc.,

      

      

      

    By: ______________________

         Name:

         Title:	Citibank, N.A.,

    as Administrative Agent,

      

      

    By: __________________________

         Name:

         Title:




A-2






EXHIBIT B-1


FORM OF OPINION OF BORROWER'S KANSAS COUNSEL



August 18, 2004


To the Lenders and Administrative Agent

c/o Citibank, N.A.,

 as Administrative Agent

2 Penns Way, Suite 200

New Castle, DE 19720



     Re:    The
"Credit Agreement" as hereinafter defined


Ladies and Gentlemen:



     We refer to the $800,000,000 Five
Year Credit Agreement, dated as of August 18, 2004 (the "Credit Agreement")
between Kinder Morgan, Inc. ("Borrower"), Citibank, N.A., as Administrative
Agent, the Issuing Bank and the Swingline Lender ("Administrative Agent"), the
Lenders listed in the Credit Agreement, Wachovia Bank, National Association and JPMorgan
Chase Bank, as Co-Syndication Agents, The Bank of Tokyo-Mitsubishi, Ltd. and SunTrust
Bank, as Co-Documentation Agents, and Citigroup Global Markets Inc. and Wachovia Capital
Markets, LLC, as Joint Bookrunners and Joint Lead Arrangers. We are special Kansas counsel
to Borrower. Capitalized terms not defined herein have the meanings specified in the
Credit Agreement. This opinion is being rendered to you at the request of Borrower
pursuant to Section 4.01(b) of the Credit Agreement.



     As special Kansas counsel to
Borrower and in such capacity we have only reviewed: (i) certified copies of the Articles
of Incorporation of Borrower and amendments thereto dated August 13, 2004, and a
Certificate of Good Standing dated August 13, 2004, both of which have been provided to us
by the Secretary of State of Kansas, and the Secretary's
Certificate (including the exhibits thereto) of the Secretary of Borrower dated August
____, 2004, (the "Corporate Records"); (ii) an unexecuted copy of the Credit
Agreement dated as of August 18, 2004; and (iii) have conducted such investigation of fact
and law as we have deemed necessary or advisable for the purpose of this opinion. In reviewing such documents, Corporate Records, instruments and
certificates, we have assumed the genuineness of all signatures and initials thereon, the
genuineness of all notaries contained thereon, conformance of all copies with the original
thereof and originals to all copies thereof, and the accuracy of all statements,
representations and warranties contained therein. We have further assumed (i) that all
Corporate Records, documents, instruments, and certificates dated prior to the date hereof
remain accurate and correct on the date hereof; (ii) that the Credit Agreement we have
reviewed has been executed and delivered by all parties thereto; and (iii) that the
parties hereto, other than Borrower, are duly authorized to execute and deliver the Credit
Agreement, have due corporate and other existence to do so, and the full power and legal
right under all applicable laws and regulations to execute, deliver and perform all of
such parties' obligations under such documents. In addition, we do not express an opinion
with respect to any federal or state securities laws, or any statutes, administrative
decisions, and rules and regulations of any county, municipal or special political
subdivisions. As to questions of fact material to this opinion letter, we have, without
independent investigation and with your permission, relied upon and assumed to be true (a)
certificates, statements and representations made to us by officers and other
representatives of Borrower, (b) the
representations contained in or incorporated into the Credit Agreement, and (c) certain
representations of public officials.



B-1-1





     Upon the basis of the foregoing, and
limited and qualified as set forth herein, we are of the opinion that:



     1.  Borrower
is a corporation duly incorporated, validly existing and in good standing under the laws
of the State of Kansas, and has all corporate powers to engage in any lawful act or
activity for which corporations may be organized under the Kansas General Corporation
Code.



     2.  The
execution, delivery and performance of the Credit Agreement is within the corporate power
and authority of Borrower, have been duly authorized by
proper corporate proceedings on behalf of Borrower, do not
require any approval or consent or other action by and no notice to or filing with any
Kansas governmental authority, and do not and will not contravene, or constitute a default
under, any provision of the Kansas General Corporation Code or oil and gas laws embodied
in Chapter 55 of the Kansas Statute Annotated and regulations promulgated thereunder.



     Our opinions and statements
expressed herein are restricted solely to the Kansas General Corporation Code and oil and
gas laws embodied in Chapter 55 of the Kansas Statute Annotated and regulations
promulgated thereunder, and do not include any other Kansas laws and regulations. To the
extent that the laws of any other jurisdiction apply, we express no opinion and we assume
that the Credit Agreement is valid, legally binding, and enforceable under the laws of
such other jurisdiction.



     This opinion is being delivered
solely for the benefit of the persons to whom it is addressed; accordingly, copies may not
be furnished to any other person without our prior written consent except that you may
furnish copies thereof: (a) to your independent auditors and attorneys; (b) to any state
or federal authority having regulatory jurisdiction over you; (c) pursuant to order or
legal process of any court or governmental agency; (d) in connection with any legal action
to which you are a party arising out of the above transactions; (e) to any proposed
participant or assignee in any Bank's interest in any obligations under the Credit
Agreement; (f) to any successor to Administrative Agent; and (g) to Bracewell &
Patterson, L.L.P. We acknowledge that Bracewell & Patterson, L.L.P. is relying on the
opinions herein expressed in rendering certain opinions to Administrative Agent and the
Banks. This opinion may not be relied upon by you or any assignee or participant for any
other purpose or relied upon by any other person without our prior written consent. The
information set forth herein is as of the date of this letter, and we undertake no
obligation or responsibility to update or supplement this opinion in response to or to
make you aware of subsequent changes in the status of Borrower, the law, or future events,
facts, or information affecting the transactions contemplated by the Credit Agreement
occurring after the date of this letter.


	  
	Very truly yours,

    

    

    

    Polsinelli Shalton Welte Suelthaus PC

    A Professional Corporation



 


B-1-2






EXHIBIT B-2


FORM OF OPINION OF BORROWER'S NEW YORK COUNSEL



August 18, 2004


Citibank, N.A.,

as Administrative Agent

Two Penns Way, Suite 200

New Castle, Delaware 19720


Dear Sirs:



     We are counsel to Kinder Morgan,
Inc., a Kansas corporation (the "Borrower"), and have represented the Borrower
in connection with the Credit Agreement (the "Credit Agreement") dated as of
August 18, 2004 among the Borrower, the Lenders listed on the signature pages thereof,
Citibank, N.A., as the Administrative Agent, Wachovia Bank, National Association and
JPMorgan Chase Bank, as the Co-Syndication Agents. This opinion is being rendered to you
at the request of our client pursuant to Section 4.01(b) of the Credit Agreement. Unless
otherwise defined herein, capitalized terms herein have the meanings assigned to such
terms in the Credit Agreement.



     In connection with this opinion,
we have examined the Credit Agreement.



     We have also examined originals or
copies, certified or otherwise identified to our satisfaction, of such documents,
corporate records, certificates of public officials, certificates or comparable documents
of officers of the Borrower and other instruments and have conducted such other
investigations of fact and law as we have deemed necessary or advisable for purposes of
this opinion. We have assumed (a) the genuineness of all signatures (other than those of
the Borrower), (b) the authenticity of all documents and records submitted to us as
originals, (c) the conformity to original documents and records of all documents and
records submitted to us as copies (including conformed copies), and (d) the truthfulness
of all statements of fact contained therein.



     Upon the basis of the foregoing,
and having due regard for such legal considerations as we deem relevant, we are of the
opinion that:



     1.     The
execution, delivery and performance by the Borrower of the Credit Agreement require no
action by or in respect of, or filing with, any governmental body, agency or official
(other than filings of the Credit Agreement with the Securities and Exchange Commission
pursuant to the reporting requirements of the Securities Exchange Act of 1934) and do not
contravene, or constitute a default under, any provision of applicable law or regulation
or of the articles of incorporation or by-laws of the Borrower or of any material
agreement, judgment, injunction, order, decree or other instrument, known to us after due
inquiry, binding upon the Borrower or any of its Subsidiaries or result in the creation or
imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.



     2.     The
Credit Agreement constitutes a valid and binding agreement of the Borrower enforceable
against the Borrower in accordance with its terms, except as the same may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights generally and by
general principles of equity.


B-2-1






     3.     To
our knowledge after due inquiry, there is no action, suit or proceeding pending against,
or threatened against or affecting, the Borrower or any of its Subsidiaries before any
court or arbitrator or any governmental body, agency or official, in which there is a
reasonable possibility of an adverse decision which could materially adversely affect the
business, consolidated financial position or consolidated results of operations of the
Borrower and its Consolidated Subsidiaries, considered as a whole, or which in any manner
draws into question the validity of the Credit Agreement.



     4.     The
choice of New York law (other than conflict of laws rules) to govern the construction and
interpretation of the Credit Agreement should, if the issue is properly presented to a
court of competent jurisdiction sitting in the State of Texas, be found by such court to
be a valid choice of law under the laws of the State of Texas.



     Our opinion is subject to the
following:



     (a)     We
are members of the Bar of the State of Texas and the Bar of the State of New York and the
foregoing opinion is limited to the laws of the State of Texas, the laws of the State of
New York and the federal laws of the United States of America. In rendering the opinion in
paragraph 3 above, insofar as such opinion involves matters governed by the laws of the
State of Kansas, we have relied, without independent investigation, upon the opinion of
Polsinelli Shalton & Welte, P.C., delivered to you pursuant to Section 4.01(b) of the
Credit Agreement.



     (b)     Our
opinion in paragraph 3 above is subject to the effect of applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance, preference, liquidation,
conservatorship or other similar laws affecting creditor's rights generally.



     (c)     The
enforceability of the Credit Agreement is subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in equity or at
law), and we express no opinion as to the availability of specific performance or any
other equitable remedy.



     (d)     We
express no opinion as to the legality, validity, binding effect or enforceability of any
provision in the Credit Agreement (i) purporting to restrict access to courts or to legal
or equitable remedies; (ii) purporting to establish evidentiary standards; (iii)
purporting to grant a right of set-off or similar rights against moneys, securities and
other properties of Persons other than the Person granting such right or purporting to
permit any Person purchasing a participation to exercise a right of set-off or similar
rights with respect to such participation; (iv) releasing, exculpating or exempting any
Person from, or requiring indemnification of contribution of a Person for, liability for
its own negligence or to the extent that the same are inconsistent with the public policy
underlying any law, rule or regulation; or (v) pertaining to subrogation rights, delay or
omission of enforcement of rights or remedies, severability or marshaling of assets.



     (e)     We
express no opinion as to the legality, validity, binding effect or enforceability of any
waiver under the Credit Agreement, or any consent thereunder, relating to the rights of,
or duties owing to, any Person which exist as a matter of law except to the extent such
Person may legally so waive or consent and has so waived and consented.



     (f)     We
have assumed, as to each Person (other than the Borrower) shown as being a party to the
Credit Agreement, (i) that such Person is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which it is organized; (ii) that the Credit
Agreement has been duly authorized, executed and delivered by such Person; (iii) that such
Person has the requisite power and authority to perform its obligations under the Credit
Agreement and will perform such obligations in compliance with all laws and regulations
applicable to it; (iv) that there are neither suits, actions or 


B-2-2





proceedings pending against such Person nor judicial or administrative
orders, judgments or decrees binding on such Person that affect the legality, validity,
binding effect or enforceability of the Credit Agreement; (v) that no consent, license,
approval or authorization of, or filing or registration with, any governmental authority
is required for the valid execution, delivery and performance of the Credit Agreement, and
(vi) that the execution, delivery and performance of the Credit Agreement by such Person
do not violate (1) any provision of any law or regulation, (2) any order, judgment, writ,
injunction, award or decree of any court, arbitrator, or governmental authority, (3) the
charter or bylaws of such Person, or (4) any indenture, lease or other agreement to which
such Person is a party or by which such Person or any of its assets is bound; and (vii)
that the Credit Agreement constitutes the legal, valid and binding obligation of such
Person enforceable against such Person in accordance with its terms, subject to the type
of qualifications regarding enforceability as are set forth in this opinion. We have also assumed that each Lender will make each Loan under
the Credit Agreement for its own account in the ordinary course of its commercial lending
business.



     (g)     We
have assumed that the Administrative Agent and the Lenders will comply with each usury
savings clause in the Credit Agreement and that none of the Administrative Agent or the
Lenders has taken, reserved, charged or received interest or will take, reserve, charge or
receive interest, except as provided in the Credit Agreement. We express no opinion as to
the effect of the law of any jurisdiction other than the State of Texas wherein any Lender
may be located or wherein enforcement of the Credit Agreement may be sought which limits
the rates of interest legally chargeable or collectible.



     (h)     Our
opinion is subject to the qualification that certain remedial provisions of the Credit
Agreement are or may be unenforceable in whole or in part, but such possible unenforceability of such remedial provisions will not
render the Credit Agreement inadequate for enforcing payment of the
indebtedness that is evidenced by the Credit Agreement and for the practical realization
of the principal rights and benefits afforded by the Credit Agreement.



     (i)     We
have assumed that a party to the Credit Agreement is a resident of the State of New York
or that a party to the Credit Agreement has its place of business or, if that party has
more than one place of business, its chief executive office or an office from which it
conducts a substantial part of the negotiations relating
to the transaction, in the State of New York.



     (j)     Whenever
our opinion is given "to our knowledge after due inquiry" or is based on
circumstances "known to us after due inquiry", we have relied exclusively upon
certificates of officers (after the discussion of the contents thereof with such officers)
of the Borrower as to the existence or non-existence of the circumstances upon which such
opinion is predicated. We have no reason to believe, however, that any such certificate is
untrue or inaccurate in any material respect.



     (k)     In
rendering the opinions herein relating to the absence of any litigation, investigation or
administrative proceeding, we express no opinion with respect to the possible effect of
any litigation, investigation or proceeding as to which the Borrower is not a named party.



     You are advised that various
members of this firm are stockholders of the Borrower; however, no member owns in excess
of one percent of the Borrower's outstanding common stock.



     This opinion is rendered solely to
you and any assignee or Participant in connection with the above matter. This opinion may
not be relied upon by you or any assignee or Participant for any other purpose or relied
upon by any other person without our prior written consent.


	  	Very truly yours,

    Bracewell & Patterson, L.L.P.



B-2-3