ex10_1.htm


    
      

    

    EXHIBIT
      10.1

    


    U.S.
      $1,200,000,000

    


    FIVE
      YEAR
      REVOLVING CREDIT AGREEMENT

    


    Dated
      as
      of July 9, 2007

    


    Among

    


    HALLIBURTON
      COMPANY

    


    as
      Borrower,

    


    THE
      ISSUING BANKS NAMED HEREIN

     

    as
      Issuing Banks,

     

    THE
      BANKS
      NAMED HEREIN

    


    as
      Banks,

    


    and

    


    CITICORP
      NORTH AMERICA, INC.

    


    as
      Administrative Agent,

    


    THE
      ROYAL
      BANK OF SCOTLAND PLC

    


    as
      Syndication Agent,

    


    ABN
      AMRO
      BANK N.V.

    


    HSBC
      BANK
      USA, NATIONAL ASSOCIATION

    


    and

    


    JPMORGAN
      CHASE BANK, N.A.

     

    as
      Co-Documentation Agents

    


    Co-Lead
      Arrangers and Joint Book Running Managers:

    


    CITIGROUP
      GLOBAL MARKETS INC.

    


    and

    


    RBS
      SECURITIES CORPORATION

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Agent
      Tier Lenders:

     

    The
      Bank
      of Tokyo – Mitsubishi UFJ, Ltd.

     

    Credit
      Suisse, Cayman Islands Branch

     

    William
      Street Credit Corp.

     

    Lehman
      Brothers Bank, FSB

     

    Morgan
      Stanley Bank

     

    UBS
      Loan
      Finance LLC

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TABLE
      OF
      CONTENTS

    
      
         

        
          
            	
                     

                  	 	 	
                    Page

                  
	
                    Article
                      I

                  	 	 	 
	 	
                    DEFINITIONS
                      AND ACCOUNTING TERMS 

                  	 
	 	
                    Section
                      1.01

                  	
                    Certain
                      Defined Terms

                  	
                    1

                  
	 	
                    Section
                      1.02

                  	
                    Computation
                      of Time Periods

                  	
                    12

                  
	 	
                    Section
                      1.03

                  	
                    Accounting
                      Terms; GAAP

                  	
                    12

                  
	 	
                    Section
                      1.04

                  	
                    Miscellaneous

                  	
                    12

                  
	 	
                    Section
                      1.05

                  	
                    Ratings

                  	
                    12

                  
	
                    Article
                      II

                  	 	 	 
	 	
                    AMOUNTS
                      AND TERMS OF THE REVOLVING CREDIT ADVANCES 

                  	 
	 	
                    Section
                      2.01

                  	
                    The
                      Revolving Credit Advances

                  	
                    13

                  
	 	
                    Section
                      2.02

                  	
                    Making
                      the Revolving Credit Advances

                  	
                    13

                  
	 	
                    Section
                      2.03

                  	
                    Issuance
                      of and Drawings and Reimbursement Under Letters of Credit

                  	
                    15

                  
	 	
                    Section
                      2.04

                  	
                    Fees

                  	
                    16

                  
	 	
                    Section
                      2.05

                  	
                    Reduction
                      of Commitments

                  	
                    17

                  
	 	
                    Section
                      2.06

                  	
                    Repayment
                      of Advances; Required Cash Collateral

                  	
                    17

                  
	 	
                    Section
                      2.07

                  	
                    Interest

                  	
                    18

                  
	 	
                    Section
                      2.08

                  	
                    Additional
                      Interest on Eurodollar Rate Advances

                  	
                    19

                  
	 	
                    Section
                      2.09

                  	
                    Interest
                      Rate Determination

                  	
                    19

                  
	 	
                    Section
                      2.10

                  	
                    Optional
                      Prepayments

                  	
                    20

                  
	 	
                    Section
                      2.11

                  	
                    Payments
                      and Computations

                  	
                    21

                  
	 	
                    Section
                      2.12

                  	
                    Increased
                      Costs and Capital Requirements

                  	
                    22

                  
	 	
                    Section
                      2.13

                  	
                    Taxes

                  	
                    23

                  
	 	
                    Section
                      2.14

                  	
                    Sharing
                      of Payments, Etc

                  	
                    25

                  
	 	
                    Section
                      2.15

                  	
                    Illegality

                  	
                    26

                  
	 	
                    Section
                      2.16

                  	
                    Conversion
                      of Advances

                  	
                    26

                  
	 	
                    Section
                      2.17

                  	
                    Replacement
                      or Removal of Bank

                  	
                    26

                  
	 	
                    Section
                      2.18

                  	
                    Evidence
                      of Indebtedness

                  	
                    27

                  
	 	
                    Section
                      2.19

                  	
                    Increase
                      in the Aggregate Revolving Credit Commitments

                  	
                    28

                  
	 	
                    Section
                      2.20

                  	
                    New
                      Issuing Banks

                  	
                    29

                  
	 	
                    Section
                      2.21

                  	
                    Extension
                      of Commitments

                  	
                    29

                  
	 	
                    Section
                      2.22

                  	
                    Change
                      in Control

                  	
                    30

                  
	
                    Article
                      III

                  	 	 	 
	 	
                    CONDITIONS
                      OF LENDING 

                  	 
	 	
                    Section
                      3.01

                  	
                    Conditions
                      Precedent to Effectiveness

                  	
                    32

                  
	 	
                    Section
                      3.02

                  	
                    Conditions
                      Precedent to Each Revolving Credit Advance, Each Commitment
                      Increase and
                      Each Issuance, Renewal and Increase of Each Letter of
                      Credit

                  	 
	 	
                    Section
                      3.03

                  	
                    Determinations
                      Under Section 3.01

                  	
                    34

                  


          

          


          
            
              
              

            

            
              -i-

              
                

              

            

            
              
              

            

             

          

          
            	
                    Article
                      IV

                  	 	 	 
	
                     

                  	
                    REPRESENTATIONS
                      AND WARRANTIES 

                  	 
	 	
                    Section
                      4.01

                  	
                    Representations
                      and Warranties of the Borrower

                  	
                    34

                  
	
                    Article
                      V

                  	 	 	 
	 	
                    COVENANTS
                      OF THE BORROWER 

                  	 
	 	
                    Section
                      5.01

                  	
                    Affirmative
                      Covenants

                  	
                    36

                  
	 	
                    Section
                      5.02

                  	
                    Negative
                      Covenants

                  	
                    39

                  
	
                    Article
                      VI

                  	 	 	 
	 	
                    EVENTS
                      OF DEFAULT 

                  	 
	 	
                    Section
                      6.01

                  	
                    Events
                      of Default

                  	
                    42

                  
	 	
                    Section
                      6.02

                  	
                    Actions
                      in Respect of the Letters of Credit upon Default

                  	
                    44

                  
	
                    Article
                      VII

                  	 	 	 
	 	
                    THE
                      AGENT

                  	 	 
	 	
                    Section
                      7.01

                  	
                    Authorization
                      and Action

                  	
                    44

                  
	 	
                    Section
                      7.02

                  	
                    Agent's
                      Reliance, Etc

                  	
                    44

                  
	 	
                    Section
                      7.03

                  	
                    The
                      Agent and its Affiliates

                  	
                    45

                  
	 	
                    Section
                      7.04

                  	
                    Bank
                      Credit Decision

                  	
                    45

                  
	 	
                    Section
                      7.05

                  	
                    Indemnification

                  	
                    45

                  
	 	
                    Section
                      7.06

                  	
                    Successor
                      Agent

                  	
                    46

                  
	 	
                    Section
                      7.07

                  	
                    Co-Lead
                      Arrangers, Syndication Agent, Co-Documentation Agents

                  	
                    46

                  
	
                    Article
                      VIII

                  	 	 	 
	 	
                    MISCELLANEOUS 

                  	 
	 	
                    Section
                      8.01

                  	
                    Amendments,
                      Etc

                  	
                    46

                  
	 	
                    Section
                      8.02

                  	
                    Notices,
                      Etc

                  	
                    46

                  
	 	
                    Section
                      8.03

                  	
                    No
                      Waiver; Remedies

                  	
                    48

                  
	 	
                    Section
                      8.04

                  	
                    Expenses
                      and Taxes; Compensation

                  	
                    48

                  
	 	
                    Section
                      8.05

                  	
                    Right
                      of Set-Off

                  	
                    49

                  
	 	
                    Section
                      8.06

                  	
                    Limitation
                      and Adjustment of Interest

                  	
                    50

                  
	 	
                    Section
                      8.07

                  	
                    Binding
                      Effect

                  	
                    51

                  
	 	
                    Section
                      8.08

                  	
                    Assignments
                      and Participations

                  	
                    51

                  
	 	
                    Section
                      8.09

                  	
                    No
                      Liability of Issuing Banks

                  	
                    53

                  
	 	
                    Section
                      8.10

                  	
                    Execution
                      in Counterparts

                  	
                    53

                  
	 	
                    Section
                      8.11

                  	
                    Judgment

                  	
                    53

                  
	 	
                    Section
                      8.12

                  	
                    Governing
                      Law

                  	
                    54

                  
	 	
                    Section
                      8.13

                  	
                    Jurisdiction;
                      Damages

                  	
                    54

                  
	 	
                    Section
                      8.14

                  	
                    Confidentiality

                  	
                    54

                  
	 	
                    Section
                      8.15

                  	
                    Patriot
                      Act Notice

                  	
                    55

                  
	 	
                    Section
                      8.16

                  	
                    Waiver
                      of Jury Trial

                  	
                    55

                  


          

        

        


        
          
            
            

          

          
            -ii-

            
              

            

          

          
            
            

          

        

         

        ANNEX

         

        
          Annex
            A

          
 

          SCHEDULES

           

          
            
              	
                      Schedule
                        I

                    	
                      -

                    	
                      Commitments

                    	 
	
                      Schedule
                        II

                    	
                      -

                    	
                      Bank
                        Information

                    	 
	
                      Schedule
                        5.02(a)

                    	 	
                      Certain
                        Existing Indebtedness

                    	 
	
                       

                    	
                       

                    	 	 
	 
	
                      EXHIBITS

                       

                    
	
                      Exhibit
                        A

                    	
                      -

                    	
                      Form
                        of Note

                    	 
	
                      Exhibit
                        B-1

                    	
                      -

                    	
                      Form
                        of Notice of Revolving Credit Borrowing

                    	 
	
                      Exhibit
                        B-2

                    	
                      -

                    	
                      Form
                        of Notice of Issuance and Application for Letter of Credit

                    	 
	
                      Exhibit
                        C-1

                    	
                      -

                    	
                      Form
                        of Opinion of Bruce A. Metzinger

                    	 
	
                      Exhibit
                        C-2

                    	
                      -

                    	
                      Form
                        of Opinion of Counsel to the Borrower

                    	 
	
                      Exhibit
                        D

                    	
                      -

                    	
                      Form
                        of Assignment and Acceptance

                    	 


            

          

        

      

    

     

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

     

    FIVE
      YEAR
      REVOLVING CREDIT AGREEMENT

    Dated
      as
      of July 9, 2007

    


    Halliburton
      Company, a Delaware corporation (the "Borrower"), the lenders party
      hereto and Citicorp North America, Inc. ("CNAI"), as Agent hereunder,
      agree as follows:

     

    ARTICLE
      I

    DEFINITIONS
      AND ACCOUNTING TERMS

     

    Section
      1.01     Certain
      Defined Terms.  As used in this Agreement, the terms "Borrower"
      and "CNAI" shall have the meanings set forth above and the following terms
      shall
      have the following meanings (such meanings to be equally applicable to both
      the
      singular and plural forms of the terms defined):

     

    "Additional
      Change in Control Commitment Banks" has the meaning specified in Section
      2.22(e).

     

    "Additional
      Commitment Bank" has the meaning specified in Section 2.21(c).

     

    "Advance"
      means a Revolving Credit Advance under Section 2.01 or a Letter of Credit
      Advance under Section 2.03 and refers to a Base Rate Advance or a Eurodollar
      Rate Advance.

     

    "Affected
      Bank" has the meaning specified in Section 2.15.

     

    "Affiliate"
      means, as to any Person, any other Person that, directly or indirectly,
      controls, is controlled by or is under common control with such Person or any
      Subsidiary of such Person.

     

    "Agent"
      or "Administrative Agent" means CNAI solely in its capacity as Agent
      pursuant to Article VII and any successor in such capacity pursuant to Section
      7.06.

     

    "Agent's
      Account" means the account of the Agent maintained by the Agent with
      Citibank at its office at 2 Penns Way, Suite 200, New Castle, Delaware 19720,
      Account No. 36852248, Attention:  Halliburton Account Officer, or such
      other account as the Agent shall specify in writing to the Banks.

     

    "Agreement"
      means this Five Year Revolving Credit Agreement dated as of the date hereof
      among the Borrower, the Banks and the Agent, as amended from time to time in
      accordance with the terms hereof.

     

    "Applicable
      Commitment Fee Rate" has the meaning specified in Annex A.

     

    "Applicable
      Lending Office" means, with respect to each Bank, (i) in the case of a Base
      Rate Advance, such Bank's Domestic Lending Office, and (ii) in the case of
      a
      Eurodollar Rate Advance, such Bank's Eurodollar Lending Office.

     

    "Applicable
      Margin" has the meaning specified in Annex A.

     

    "Assignment
      and Acceptance" means an assignment and acceptance entered into by a Bank
      and an Eligible Assignee, and accepted by the Agent, in substantially the form
      of Exhibit D.

     

    "Assuming
      Lender" has the meaning specified in Section 2.19.

     

    "Assumption
      Agreement" has the meaning specified in Section 2.19.

     

    "Available
      Amount" of any Letter of Credit means, at any time, the Dollar Equivalent of
      the maximum amount available to be drawn under such Letter of Credit at such
      time (assuming compliance at such time with all conditions to
      drawing).

     

    "Banks"
      means the Issuing Banks and the other banks and other financial institutions
      party hereto from time to time as lenders, including each Eligible Assignee
      that
      becomes a party hereto pursuant to Section 8.08(a), (b) and (d).

     

    "Base
      Rate" means, for any period, a fluctuating interest rate per annum as shall
      be in effect from time to time which rate per annum shall at all times be equal
      to the highest of:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a)
      the
      rate of interest announced publicly by Citibank in New York, New York, from
      time
      to time, as Citibank's base rate; and

     

    (b)
      the
      sum (adjusted to the nearest 1/8 of 1% or, if there is no nearest 1/8 of 1%,
      to
      the next higher 1/8 of 1%) of (i) 1⁄2 of one percent per annum plus (ii) the rate
      obtained by dividing (A) the latest three-week moving average of secondary
      market morning offering rates in the United States for three-month certificates
      of deposit of major United States money market banks, such three-week moving
      average (adjusted to the basis of a year of 360 days) being determined weekly
      on
      each Monday (or, if such day is not a Business Day, on the next succeeding
      Business Day) for the three-week period ending on the previous Friday by
      Citibank on the basis of such rates reported by certificate of deposit dealers
      to and published by the Federal Reserve Bank of New York or, if such publication
      shall be suspended or terminated, on the basis of quotations for such rates
      received by Citibank from three New York certificate of deposit dealers of
      recognized standing selected by Citibank, by (B) a percentage equal to 100%
      minus the average of the daily percentages specified during such three-week
      period by the Federal Reserve Board for determining the maximum reserve
      requirement (including, but not limited to, any emergency, supplemental or
      other
      marginal reserve requirement) for Citibank with respect to liabilities
      consisting of or including (among other liabilities) three-month Dollar
      non-personal time deposits in the United States, plus (iii) the average during
      such three-week period of the annual assessment rates estimated by Citibank
      for
      determining the then current annual assessment payable by Citibank to the
      Federal Deposit Insurance Corporation (or any successor) for insuring Dollar
      deposits of Citibank in the United States; and

     

    (c
      )the
      sum of 1⁄2 of one percent per annum plus the Federal Funds Rate in effect from
      time to time.

     

    "Base
      Rate Advance" means an Advance which bears interest as provided in Section
      2.07(a).

     

    "Borrowing"
      means a borrowing consisting of Advances of the same Type made on the same
      day
      by the Banks pursuant to Section 2.01 and, if such Advances are Eurodollar
      Rate
      Advances, having Interest Periods of the same duration.

     

    "Business
      Day" means a day of the year on which banks are not required or authorized
      to close in New York City and, if the applicable Business Day relates to any
      Eurodollar Rate Advance, on which dealings in Dollar deposits are carried on
      in
      the London interbank market.

     

    "Change
      in Control" means that any Person or group of Persons (within the meaning of
      Section 13 or Section 14 of the Securities Exchange Act of 1934, as amended)
      shall have acquired, directly or indirectly, beneficial ownership (with the
      meaning of Rule 13d-3 promulgated by the SEC under said Act) of 50% or more
      of
      the outstanding shares of equity securities of the Borrower at the time entitled
      to vote for election of directors (or equivalent governing body) of the
      Borrower.

     

    "Citibank"
      means Citibank, N.A., a national banking association.

     

    "Co-Documentation
      Agents" means each of ABN AMRO Bank N.V., HSBC Bank USA, National
      Association and JPMorgan Chase Bank, N.A., solely in its capacity as
      co-documentation agent under this Agreement.

     

    "Co-Lead
      Arrangers" means Citigroup Global Markets Inc. and RBS Securities
      Corporation.

     

    "Code"
      means the Internal Revenue Code of 1986, as amended, or any successor Federal
      tax code, and the regulations promulgated and rulings issued thereunder, in
      each
      case as now or hereafter in effect, and any reference to any statutory provision
      shall be deemed to be a reference to any successor provision or
      provisions.

     

    "Commercial
      Letter of Credit" means a letter of credit qualifying as a "commercial
      letter of credit" under 12 C.F.R. Part 3, Appendix A, Section 3(b)(3)(i) or
      any
      successor U.S. Comptroller of the Currency regulation.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    "Commitment"
      means a Revolving Credit Commitment or a Letter of Credit
      Commitment.

     

    "Commitment
      Date" has the meaning specified in Section 2.19.

     

    "Commitment
      Fee" has the meaning specified in Section 2.04(a).

     

    "Commitment
      Increase" has the meaning specified in Section 2.19.

     

    "Communications"
      has the meaning specified in Section 8.02(b).

     

    "Consolidated
      Net Worth" means at any time the consolidated stockholders' equity of the
      Borrower and its consolidated subsidiaries calculated on a consolidated basis
      as
      of such time (excluding treasury stock), determined in accordance with
      GAAP.

     

    "Convert",
      "Conversion" and "Converted" each refers to a conversion of
      Revolving Credit Advances of one Type into Revolving Credit Advances of the
      other Type pursuant to Section 2.09, 2.15 or 2.16.

     

    "Convertible
      Notes" means the 3-1/8% Convertible Senior Notes of the Borrower due July
      15, 2023, issued pursuant to the Convertible Notes Indenture.

     

    "Convertible
      Notes Indenture" means the Indenture dated as of June 30, 2003 between the
      Borrower, as issuer and The Bank of New York, as Trustee.

     

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

     

    "Dollar
      Equivalent" means, on any date, (i) in relation to an amount denominated in
      a currency other than Dollars, the equivalent in Dollars determined by using
      the
      quoted spot rate at which Citibank's principal office in London offers to
      exchange Dollars for such currency in London prior to 4:00 P.M. (London time)
      on
      such date and (ii) in relation to an amount denominated in Dollars, such
      amount.

     

    "Dollars"
      and "$" means lawful money of the United States of America.

     

    "Domestic
      Lending Office" means, with respect to any Bank, the office of such Bank
      specified as its "Domestic Lending Office" opposite its name on Schedule II
      hereto or as on file with the Agent or in the Assignment and Acceptance pursuant
      to which it became a Bank, or such other office of such Bank as such Bank may
      from time to time specify to the Borrower and the Agent.

     

    "Early
      Maturity Date" has the meaning specified in Section 2.22.

     

    "Effective
      Date" means has the meaning specified in Section 3.01.

     

    "Eligible
      Assignee" means (i) any Bank, (ii) with the consent of the Issuing Banks
      (which consents shall not be unreasonably withheld), any Affiliate of any Bank
      and (iii) with the consent of the Agent and the Issuing Banks (which consents
      shall not be unreasonably withheld) and, so long as no Event of Default under
      Section 6.01(a) or 6.01(e) shall have occurred and be continuing, the Borrower
      (which consent shall not be unreasonably withheld), any other Person not covered
      by clause (i) or (ii) of this definition; provided, however, that
      neither the Borrower nor any Affiliate of the Borrower shall be an Eligible
      Assignee.

     

    "Equity
      Interests" means, with respect to any Person, shares of capital stock of (or
      other ownership or profit interests in) such Person, warrants, options or other
      rights for the purchase or other acquisition from such Person of shares of
      capital stock of (or other ownership or profit interests in) such Person,
      securities convertible into or exchangeable for shares of capital stock of
      (or
      other ownership or profit interests in) such Person or warrants, rights or
      options for the purchase or other acquisition from such Person of such shares
      (or such other interests), and other ownership or profit interests in such
      Person (including, without limitation, partnership, member or trust interests
      therein), whether voting or nonvoting,
      and whether or not such shares, warrants, options, rights or other interests
      are
      authorized or otherwise existing on any date of determination.

     

    "ERISA"
      means the Employee Retirement Income Security Act of 1974, as amended from
      time
      to time, and the regulations promulgated and rulings issued
      thereunder.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    "ERISA
      Affiliate" means any Person that for purposes of Title IV of ERISA is a
      member of the Borrower's controlled group, or under common control with the
      Borrower, within the meaning of Section 414(a) or (b) of the Internal Revenue
      Code, and, for purposes of Section 412 of the Internal Revenue Code, Section
      414(m) of the Internal Revenue Code.

     

    "ERISA
      Event" means (a) (i) the occurrence of a reportable event, within the
      meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day
      notice requirement with respect to such event has been waived by the PBGC,
      or
      (ii) the requirements of subsection (1) of Section 4043(b) of ERISA (without
      regard to subsection (2) of such Section) are met with respect to a contributing
      sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event
      described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of
      ERISA
      is reasonably expected to occur with respect to such Plan within the following
      30 days; (b) the application for a minimum funding waiver with respect to a
      Plan; (c) the provision by the administrator of any Plan of a notice of intent
      to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any
      such notice with respect to a plan amendment referred to in Section 4041(e)
      of
      ERISA); (d) the cessation of operations at a facility of the Borrower or any
      ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA;
      (e)
      the withdrawal by the Borrower or any ERISA Affiliate from a Multiple Employer
      Plan during a plan year for which it was a substantial employer, as defined
      in
      Section 4001(a)(2) of ERISA; (f) the conditions for the imposition of a lien
      under  Section 303(k) of ERISA (or Section 302(f) of ERISA, for plan
      years beginning prior to 2007) shall have been met with respect to any Plan;
      (g)
      the adoption of an amendment to a Plan requiring the provision of security
      to
      such Plan pursuant to Section 307 of ERISA; or (h) the institution by the PBGC
      of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the
      occurrence of any event or condition described in Section 4042 of ERISA that
      constitutes grounds for the termination of, or the appointment of a trustee
      to
      administer, a Plan.

     

    "Eurocurrency
      Liabilities" has the meaning assigned to that term in Regulation D of the
      Federal Reserve Board, as in effect from time to time.

     

    "Eurodollar
      Lending Office" means, with respect to any Bank, the office of such Bank
      specified as its "Eurodollar Lending Office" opposite its name on Schedule
      II
      hereto or as on file with the Agent or in the Assignment and Acceptance pursuant
      to which it became a Bank (or, if no such office is specified, its Domestic
      Lending Office), or such other office of such Bank as such Bank may from time
      to
      time specify to the Borrower and the Agent.

     

    "Eurodollar
      Rate" means, for any Interest Period for each Eurodollar Rate Advance
      comprising part of the same Borrowing, the rate per annum (rounded upwards,
      if
      necessary, to the nearest 1/100 of 1%) appearing at Reuters Reference LIBOR01
      page (or on any successor thereto or substitute therefor provided by Reuters,
      providing rate quotations comparable to those currently provided on such page,
      as determined by the Agent from time to time, for purposes of providing
      quotations of interest rates applicable to Dollar deposits in the London
      interbank market) at 11:00 A.M. (London time) two Business Days before the
      first
      day of such Interest Period as the rate for Dollar deposits for a period equal
      to such Interest period (provided that, if for any reason the rate
      specified above in this definition does not so appear at Reuters Reference
      LIBOR01 page (or any successor thereto or substitute therefor provided by
      Reuters) as the rate for Dollar deposits, the term "Eurodollar Rate" shall
      mean,
      for any Interest Period for all Eurodollar Rate Advances comprising part of
      the
      same Borrowing, an interest rate per annum (rounded upward to the nearest whole
      multiple of 1/100 of 1% per annum, if such rate per annum is not such a
      multiple) equal to the rate per annum at which deposits in Dollars are offered
      by the principal office of Citibank in London, England to prime banks in the
      London interbank market at 11:00 A.M. (London time) two Business Days before
      the
      first day of such Interest Period in an amount substantially equal
      to
      Citibank's Eurodollar Rate Advance comprising part of such Borrowing and for
      a
      period equal to such Interest Period).

     

    "Eurodollar
      Rate Advance" means an Advance which bears interest as provided in Section
      2.07(b).

     

    "Eurodollar
      Rate Reserve Percentage" of any Bank for any Interest Period for all
      Eurodollar Rate Advances comprising part of the same Borrowing means the reserve
      percentage applicable during such Interest Period (or if more than one such
      percentage shall be so applicable, the daily average of such percentages for
      those days in such Interest Period during which any such percentage shall be
      so
      applicable) under regulations issued from time to time by the Federal Reserve
      Board for determining the maximum reserve requirement (including, without
      limitation, any emergency, supplemental or other marginal reserve requirement)
      for such Bank with respect to liabilities or assets consisting of or including
      Eurocurrency Liabilities having a term equal to such Interest
      Period.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    "Events
      of Default" has the meaning specified in Section 6.01.

     

    "Exercising
      Banks" has the meaning specified in Section 2.22.

     

    "Existing
      Agreement" means the Five Year Revolving Credit Agreement dated as of March
      10, 2005 among the Borrower, the lenders party thereto and CNAI, as
      agent.

     

    "Extending
      Banks" has the meaning specified in Section 2.21.

     

    "Extension
      Request Notice" has the meaning specified in Section 2.21.

     

    "Federal
      Funds Rate" means, for any day, a fluctuating interest rate per annum equal
      for such day to the weighted average of the rates on overnight Federal funds
      transactions with members of the Federal Reserve System arranged by Federal
      funds brokers, as published for such day (or, if such day is not a Business
      Day,
      for the next preceding 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 of the quotations for such day on such transactions received by the
      Agent from three Federal funds brokers of recognized standing selected by
      it.

     

    "Federal
      Reserve Board" means the Board of Governors of the Federal Reserve System or
      any successor thereof.

     

    "Financial
      Statements" means (i) the consolidated balance sheet and other financial
      statements of the Borrower and its consolidated subsidiaries dated December
      31,
      2006 included in the Borrower's Form 10-K filed with the SEC for the fiscal
      year
      ended December 31, 2006, and (ii) the consolidated balance sheet and other
      financial statements of the Borrower and its consolidated subsidiaries dated
      March 31, 2007 included in the Borrower's Form 10-Q filed with the SEC for
      the
      fiscal quarter ended March 31, 2007.

     

    "Foreign
      Currency" means any lawful currency (other than Dollars) that is freely
      transferable and convertible into Dollars.

     

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

     

    "Increase
      Date" has the meaning specified in Section 2.19.

     

    "Increasing
      Lender" has the meaning specified in Section 2.19.

     

    "Indebtedness"
      means, for any Person, (a) its liabilities for borrowed money or the deferred
      purchase price of property or services (other than current accounts and salaries
      payable or accrued in the ordinary course of business), (b) obligations of
      such
      Person for borrowed money evidenced by bonds, debentures, notes or other similar
      instruments, (c) all Indebtedness of others the payment, purchase or other
      acquisition or obligation of which such Person has assumed, or the payment,
      purchase or other acquisition or obligation of which such Person has otherwise
      become directly or contingently liable for and (d) leases required to be
      capitalized, each determined in accordance with GAAP, provided that for
the
      avoidance of doubt, Indebtedness shall not include obligations under letter
      of
      credit reimbursement agreements so long as such letters of credit remain
      undrawn.

     

    "Indemnified
      Costs" has the meaning specified in Section 7.05.

     

    "Indemnified
      Party" has the meaning specified in Section 8.04(c).

     

    "Initial
      Extension of Credit" means the earlier to occur of the initial Revolving
      Credit Borrowing and the initial issuance of a Letter of Credit
      hereunder.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    "Interest
      Period" means, for each Eurodollar Rate Advance comprising part of the same
      Borrowing, the period commencing on the date of such Eurodollar Rate Advance
      or
      the date of the Conversion of any Base Rate Advance into such Eurodollar Rate
      Advance and ending on the last day of the period selected by the Borrower
      pursuant to the provisions below and, thereafter, with respect to Eurodollar
      Rate Advances, each subsequent period commencing on the last day of the
      immediately preceding Interest Period and ending on the last day of the period
      selected by the Borrower pursuant to the provisions below.  The
      duration of each such Interest Period shall be one, two, three or six months
      (or, as to any Interest Period, such other period as the Borrower and each
      of
      the Banks may agree to for such Interest Period), in each case as the Borrower
      may, upon notice received by the Agent not later than 11:00 A.M. (New York
      City
      time) on the third Business Day prior to the first day of such Interest Period
      (or, as to any Interest Period, at such other time as the Borrower and the
      Banks
      may agree to for such Interest Period), select; provided, however,
      that:

     

    (i)           Interest
      Periods commencing on the same date for Advances comprising part of the same
      Borrowing shall be of the same duration;

     

    (ii)          whenever
      the last day of any Interest Period would otherwise occur on a day other than
      a
      Business Day, the last day of such Interest Period shall be extended to occur
      on
      the next succeeding Business Day, provided that if such extension would
      cause the last day of such Interest Period to occur in the next following
      calendar month, the last day of such Interest Period shall occur on the next
      preceding Business Day;

     

    (iii)         any
      Interest Period which begins on the last Business Day of the calendar month
      (or
      on a day for which there is no numerically corresponding day in the calendar
      month at the end of such Interest Period) shall end on the last Business Day
      of
      the calendar month in which it would have ended if there were a numerically
      corresponding day in such calendar month; and

     

    (iv)         the
      Borrower may not select an Interest Period for any Advance if the last day
      of
      such Interest Period would be later than the date on which the Advances are
      then
      payable in full or if any Event of Default under Section 6.01(a) shall have
      occurred and be continuing at the time of selection.

     

    "Issuing
      Bank" means (i) each of CNAI, The Royal Bank of Scotland plc, ABN AMRO Bank
      N.V., HSBC Bank USA, National Association and JPMorgan Chase Bank, N.A. and
      any
      of their respective Affiliates, in their capacities as initial issuing banks,
      (ii) any Eligible Assignee to which a Letter of Credit Commitment has been
      assigned pursuant to Section 8.08 so long as each such Eligible Assignee
      expressly agrees to perform in accordance with their terms all the obligations
      that by the terms of this Agreement are required to be performed by it as an
      Issuing Bank and notifies the Agent of its Applicable Lending Office and the
      amount of its Letter of Credit Commitment (which information shall be recorded
      by the Agent in the Register), and (iii) each New Issuing Bank, in each case
      for
      so long as such initial Issuing Bank, Eligible Assignee or New Issuing Bank,
      as
      the case may be, shall have a Letter of Credit Commitment.

     

    "Joint
      Venture Debt" has the meaning specified in Section
      5.02(a)(vii).

     

    "JV
      Subsidiary" means each Subsidiary of the Borrower (a) that, at any time,
      directly holds an Equity Interest in any joint venture that is not a Subsidiary
      of the Borrower and (b) that has no other material assets.

     

    "L/C
      Cash Collateral Account" means the l/c cash collateral deposit account,
      Account No. 30597952, with Citibank, as securities intermediary and depository
      bank, at its office at One Penns Way, 2nd Floor, New Castle, Delaware 19720,
      in
      the name of the Borrower but under the sole control and dominion of the Agent
      and subject to the terms of this Agreement.

     

    "L/C
      Related Documents" has the meaning specified in Section
      2.06(b)(ii)(A).

     

    "Letter
      of Credit" has the meaning set forth in Section 2.01(b).

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    "Letter
      of Credit Advance" means an Advance made by any Issuing Bank or any Bank
      pursuant to Section 2.03(c).

     

    "Letter
      of Credit Commitment" of any Issuing Bank means, at any time, the amount set
      opposite such Issuing Bank's name on Schedule I under the heading "Letter of
      Credit Commitments" or as set forth in the New Issuing Bank Agreement for such
      Issuing Bank or as reflected for such Issuing Bank in the relevant Assignment
      and Acceptance to which it is a party, as such amount may be terminated, reduced
      or increased pursuant to Section 2.05, Section 2.22, Section 6.01 or Section
      8.08 or increased pursuant to agreement between the Borrower and such Issuing
      Bank with the consent of the Agent (which consent shall not be unreasonably
      withheld).

     

    "Lien"
      means any lien, security interest or
      other charge or encumbrance of any kind, or any other type of preferential
      arrangement, including, without limitation, the lien or retained security title
      of a conditional vendor, a statutory deemed trust and any easement, right of
      way
      or other encumbrance on title to real property; provided,
      however, that for the avoidance of
      doubt, the interest of a Person as owner or lessor under charters or leases
      of
      property and the rights of setoff of banks
      shall not
      constitute a "Lien" on or in respect of the relevant
      property.

     

    "Loan
      Documents" means this Agreement and the Notes.

     

    "Material
      Adverse Effect" means a material adverse effect on (a) the business,
      condition (financial or otherwise), operations, performance or properties of
      the
      Borrower and its Subsidiaries, taken as a whole, (b) the rights and remedies
      of
      the Agent or any Bank under any Loan Document or (c) the ability of the Borrower
      to perform its Obligations under any Loan Document to which it is or is to
      be a
      party.

     

    "Moody's"
      means Moody's Investors Service, Inc. or any successor to its debt ratings
      business.

     

    "Multiemployer
      Plan" means any multiemployer plan, as defined in Section 4001(a)(3) of
      ERISA, which is maintained by (or to which there is an obligation to contribute
      of) the Borrower or any ERISA Affiliate.

     

    "Multiple
      Employer Plan" means a single employer plan, as defined in Section
      4001(a)(15) of ERISA, that (a) is maintained for employees of the Borrower
      or
      any ERISA Affiliate and at least one Person other than the Borrower and the
      ERISA Affiliates or (b) was so maintained and in respect of which the Borrower
      or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA
      in the event such plan has been or were to be terminated.

     

    "New
      Issuing Bank" means any Person that becomes an Issuing Bank pursuant to
      Section 2.20.

     

    "New
      Issuing Bank Agreement" means an agreement between the Borrower and a Person
      that becomes a New Issuing Bank pursuant to such agreement in accordance with
      Section 2.20.

     

    "Non-Extending
      Bank" has the meaning specified in Section 2.21(a).

     

    "Note"
      means a promissory note of the Borrower payable to the order of any Bank, in
      substantially
      the
form of Exhibit A hereto, evidencing the aggregate indebtedness of the
      Borrower to such Bank resulting from the Advances owing to such
      Bank.

     

    "Notice
      of Issuance and Application for Letter of Credit" has the meaning specified
      in Section 2.03(a).

     

    "Notice
      of Revolving Credit Borrowing" has the meaning specified in Section
      2.02(a).

     

    "Obligation"
      means, with respect to any Person, any payment, performance or other obligation
      of such Person of any kind, including, without limitation, any liability of
      such
      Person on any claim, whether or not the right of any creditor to payment in
      respect of such claim is reduced to judgment, liquidated, unliquidated, fixed,
      contingent, matured, disputed, undisputed, legal, equitable, secured or
      unsecured, and whether or not such claim is discharged, stayed or otherwise
      affected by any proceeding referred to in Section 6.01(e).  Without
      limiting the generality of the foregoing, the Obligations of the Borrower under
      the Loan Documents include (a) the obligation to pay principal, interest, Letter
      of Credit commissions, charges, expenses, fees, attorneys' fees and
      disbursements, indemnities and other amounts payable by the Borrower under
      any
      Loan Document and (b) the obligation of the Borrower to reimburse any amount
      in
      respect of any of the foregoing that any Bank, in its sole discretion, may
      elect
      to pay or advance on behalf of the Borrower.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    "Other
      Taxes" has the meaning specified in Section 2.13(b).

     

    "Patriot
      Act" shall mean the Uniting and Strengthening America by Providing
      Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,
      Pub.
      L. 107-56, signed into law October 26, 2001, as amended.

     

    "PBGC"
      means the Pension Benefit of Guaranty Corporation.

     

    "Performance
      Letter of Credit" means a letter of credit qualifying as a "performance
      based standby letter of credit" under 12 C.F.R. Part 3, Appendix A, Section
      3(b)(2)(i) or any successor U.S. Comptroller of the Currency
      regulation.

     

    "Permitted
      Non-Recourse Indebtedness" means Indebtedness and other obligations of the
      Borrower or any Subsidiary incurred in connection with the acquisition or
      construction by the Borrower or such Subsidiary of any property with respect
      to
      which:

     

    (a)           the
      holders of such Indebtedness and other obligations agree that they will look
      solely to the property so acquired or constructed and securing such Indebtedness
      and other obligations, and neither the Borrower nor any Subsidiary (i) provides
      any direct or indirect credit support, including any undertaking, agreement
      or
      instrument that would constitute Indebtedness or (ii) is otherwise directly
      or
      indirectly liable for such Indebtedness; and

     

    (b)           no
      default with respect to such Indebtedness or obligations would cause, or permit
      (after notice or passage of time or otherwise), according to the terms thereof,
      any holder (or any representative of any such holder) of any other Indebtedness
      of the Borrower or such Subsidiary to declare a default on such Indebtedness
      or
      cause the payment, repurchase, redemption, defeasance or other acquisition
      or
      retirement for value thereof to be accelerated or payable prior to any scheduled
      principal payment, scheduled sinking fund or scheduled maturity.

     

    "Person"
      means an individual, partnership, corporation (including a business trust),
      joint stock company, trust, unincorporated association, joint venture or other
      entity, or a government or any political subdivision or agency thereof or any
      trustee, receiver, custodian or similar official.

     

    "Plan"
      means a Single Employer Plan or a Multiple Employer Plan.

     

    "Pro
      Rata Share" of any amount means, with respect to any Bank at any time, such
      amount times a fraction the numerator of which is the amount of such Bank's
      Revolving Credit Commitment at such time (or, if the Revolving Credit
      Commitments shall have been terminated pursuant to Section 2.05, 2.22
or
      6.01,
      such Bank's Revolving Credit Commitment as in effect immediately prior to such
      termination) and the denominator of which is the Revolving Credit Facility
      at
      such time (or, if the Revolving Credit Commitments shall have been terminated
      pursuant to Section 2.05, 2.22 or 6.01, the Revolving Credit Facility as in
      effect immediately prior to such termination).

     

    "Project
      Finance Subsidiary" means a Subsidiary that is a special-purpose entity
      created solely to (i) construct or acquire any asset or project that will be
      or
      is financed solely with Project Financing for such asset or project and related
      equity investments in, loans to, or capital contributions in, such Subsidiary
      that are not prohibited hereby and/or (ii) own an interest in any such asset
      or
      project.

     

    "Project
      Financing" means Indebtedness and other obligations that (a) are incurred by
      a Project Finance Subsidiary, (b) are secured by a Lien of the type permitted
      under clause (iii) of Section 5.02(a) and (c) constitute Permitted Non-Recourse
      Indebtedness (other than recourse to the assets of, and Equity Interests in,
      any
      Project Finance Subsidiary).

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    "Property"
      or "asset" (in each case, whether or not capitalized) means any interest
      in any kind of property or asset, whether real, personal or mixed, or tangible
      or intangible.

     

    "Rating
      Agencies" means S&P and Moody's.

     

    "Receivables
      Subsidiary" means any special purpose entity created in connection with a
      Securitization Transaction.

     

    "Register"
      has the meaning specified in Section 8.08(c).

     

    "Regulation
      U" means Regulation U of the Federal Reserve Board, as the same is from
      time
      to time in effect, and all official rulings and interpretations thereunder
      or
      thereof.

     

    "Required
      Banks" means at any time Banks owed or holding at least a majority in
      interest of the sum of (i) the aggregate principal amount of the Advances
      outstanding at such time (with Letter of Credit Advances held by an Issuing
      Bank
      being deemed held by each Bank in accordance with such Bank's Pro Rata Share);
      (ii) the Available Amount of all Letters of Credit outstanding at such time
      (calculated by reference to each Bank's Pro Rata Share) and (iii) the
      aggregate Unused Revolving Credit Commitments at such time.

     

    "Responsible
      Officer" means each of the chairman and chief executive officer, the
      president, the chief financial officer, the treasurer, the secretary or any
      vice
      president (whether or not further described by other terms, such as, for
      example, senior vice president or vice president-operations) of the Borrower
      or,
      if any such office is vacant, any Person performing any of the functions of
      such
      office.

     

    "Revolving
      Credit Advance" means an Advance by a Bank to the Borrower pursuant to
      Section 2.01 and refers to a Base Rate Advance or a Eurodollar Rate Advance
      (each of which shall be a "Type" of Revolving Credit
      Advance).

     

    "Revolving
      Credit Borrowing" means a borrowing consisting of simultaneous Revolving
      Credit Advances of the same Type made by the Banks.

     

    "Revolving
      Credit Commitment" means, with respect to any Bank at any time, the amount
      set forth opposite such Bank's name on Schedule I hereto under the caption
      "Revolving Credit Commitment" or, if such Bank has entered into one or more
      Assignment and Acceptances, set forth for such Bank in the Register maintained
      by the Agent pursuant to Section 8.08(c) as such Bank's "Revolving Credit
      Commitment", as such amount may be reduced, increased or terminated at or prior
      to such time pursuant to Section 2.05, Section 2.19, Section 2.21, Section
      2.22
      or Section 6.01.

     

    "Revolving
      Credit Facility" means, at any time, the aggregate amount of the Banks'
      Revolving Credit Commitments at such time.

     

    "S&P"
      means Standard & Poor's Ratings Service Group, a division of The McGraw-Hill
      Companies, Inc. on the date hereof, or any successor to its debt ratings
      business.

     

    "SEC"
      means the Securities and Exchange Commission or any successor
      thereof.

     

    "Securitization
      Transaction" means any transfer by the Borrower or any Subsidiary of
      accounts receivable or interests therein (including, without limitation, all
      collateral securing such accounts receivable, all contracts and guarantees
      or
      other obligations in respect of such accounts receivable, the proceeds of such
      receivables and other assets which are customarily transferred, or in respect
      of
      which security interests are customarily granted, in connection with asset
      securitizations involving accounts receivable), or grant of a security interest
      therein, (a) to a trust, in part, directly or indirectly, by the incurrence
      or
      issuance by the transferee or any successor transferee of Indebtedness or
      securities that are to receive payments from, or that represent interests in,
      the cash flow derived from such accounts receivable or interests, or (b)
      directly to one or more investors or other purchasers.

     

    "Single
      Employer Plan" means a single employer plan, as defined in Section
      4001(a)(15) of ERISA, that (a) is maintained for employees of the Borrower
      or
      any ERISA Affiliate and no Person other than the Borrower and the ERISA
      Affiliates or (b) was so maintained and in respect of which the Borrower or
      any
      ERISA Affiliate could have liability under Section 4069 of ERISA in the event
      such plan has been or were to be terminated.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    "Stated
      Termination Date" means, for any Bank, the earlier of (i) July 9, 2012 or
      such later date, if any, as may be in effect for such Bank pursuant to Section
      2.21 and (ii) if such Bank becomes an Exercising Bank, the Early Maturity Date
      applicable pursuant to Section 2.22.

     

    "Subsidiary"
      of any Person means any corporation (including a business trust), partnership,
      joint stock company, trust, unincorporated association, joint venture or other
      entity of which more than 50% of the outstanding capital stock, securities
      or
      other ownership interests having ordinary voting power to elect directors of
      such corporation or, in the case of any other entity, others performing similar
      functions (irrespective of whether or not at the time capital stock, securities
      or other ownership interests of any other class or classes of such corporation
      or such other entity shall or might have voting power upon the occurrence of
      any
      contingency) is at the time directly or indirectly owned by such Person, by
      such
      Person and one or more other Subsidiaries of such Person or by one or more
      other
      Subsidiaries of such Person.

     

    "Syndication
      Agent" means The Royal Bank of Scotland plc, solely in its capacity as
      syndication agent under this Agreement.

     

    "Taxes"
      has the meaning specified in Section 2.13(a).

     

    "Termination
      Date" means, for any Bank, the Stated Termination Date for such Bank or the
      earlier date of termination in whole of the Revolving Credit Commitments
      pursuant to Section 2.05 or Section 6.01.

     

    "Type"
      has the meaning specified in the definition of Revolving Credit
      Advance.

     

    "Unused
      Revolving Credit Commitment" means, with respect to any Bank at any time,
      (a) such Bank's Revolving Credit Commitment at such time minus (b)
      without duplication, the sum of (i) the aggregate principal amount of all
      Revolving Credit Advances and Letter of Credit Advances made by such Bank and
      outstanding at such time plus (ii) such Bank's Pro Rata Share of
      (A) the aggregate Available Amount of all Letters of Credit outstanding at
      such time and (B) the aggregate principal amount of all Letter of Credit
      Advances made by the Issuing Banks pursuant to Section 2.03(c) and
      outstanding at such time.

     

    "Utilization
      Fee" has the meaning specified in Section 2.04(c).

     

    Section
      1.02  Computation of Time Periods.  In this Agreement
      in the computation of periods of time from a specified date to a later specified
      date, the word "from" means "from and including" and the words "to" and "until"
      each means "to but excluding".

     

    Section
      1.03  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 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 Agent notifies
      the Borrower that the Required Banks 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.

     

    Section
      1.04  Miscellaneous.  The words "hereof", "herein"
      and "hereunder" and words of similar import when used in this Agreement shall
      refer to this Agreement as a whole and not to any particular provision of this
      Agreement, and Article, Section, Annex, Schedule and Exhibit references are
      to
      Articles and Sections of and Annexes, Schedules and Exhibits to this Agreement,
      unless otherwise specified.  The term "including" shall mean
      "including, without limitation".

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    Section
      1.05  Ratings.  A rating, whether public or private,
      by S&P or Moody's shall be deemed to be in effect on the date of
      announcement or publication by S&P or Moody's, as the case may be, of such
      rating or, in the absence of such announcement or publication, on the effective
      date of such rating and will remain in effect until the announcement or
      publication of, or (in the absence of such announcement or publication) the
      effective date of, any change in such rating.  In the event the
      standards for any rating by Moody's or S&P are revised, or such rating is
      designated differently (such as by changing letter designations to numerical
      designations), then the references herein to such rating shall be deemed to
      refer to the revised or redesignated rating for which the standards are closest
      to, but not lower than, the standards at the date hereof for the rating which
      has been revised or redesignated, all as determined by the Required Banks in
      good faith.  Long-term debt supported by a letter of credit, guaranty
      or other similar credit enhancement mechanism shall not be considered as senior
      unsecured long-term debt.  If either Moody's or S&P has at any
      time more than one rating applicable to senior unsecured long-term debt of
      any
      Person, the lowest such rating shall be applicable for purposes
      hereof.  For example, if Moody's rates some senior unsecured long-term
      debt of the Borrower Baa1 and other such debt of the Borrower Baa2, the senior
      unsecured long-term debt of the Borrower shall be deemed to be rated Baa2 by
      Moody's.

     

    ARTICLE
      II

    AMOUNTS
      AND TERMS OF THE REVOLVING CREDIT ADVANCES

     

    Section
      2.01  The Revolving Credit Advances. (a)  Each Bank
      severally agrees, on the terms and conditions hereinafter set forth, to make
      Revolving Credit Advances in Dollars to the Borrower from time to time on any
      Business Day during the period from the Effective Date until the Termination
      Date for such Bank in an aggregate amount not to exceed such Bank's Unused
      Revolving Credit Commitment at such time; provided that no Revolving Credit
      Advance shall be required to be made, except as a part of a Revolving Credit
      Borrowing that is in an aggregate amount not less than $10,000,000 in the case
      of Eurodollar Rate Advances and $5,000,000 in the case of Base Rate Advances
      and
      in an integral multiple of $1,000,000, and each Revolving Credit Borrowing
      shall
      consist of Revolving Credit Advances of the same Type made on the same day
      by
      the Banks ratably according to their respective Revolving Credit
      Commitments.  Within the limits of each Bank's Unused Revolving Credit
      Commitment in effect from time to time, the Borrower may borrow, prepay pursuant
      to Section 2.10 and reborrow under this Section 2.01.  The Borrower
      agrees to give a Notice of Revolving Credit Borrowing in accordance with Section
      2.02(a) as to each Revolving Credit Advance.

     

    (b)  Letters
      of Credit.  Each Issuing Bank agrees, on the terms and conditions
      hereinafter set forth, to issue letters of credit (collectively, the "Letters
      of Credit", and each a "Letter of Credit") for the account of the
      Borrower (such issuance, and any funding of a draw thereunder, to be made by
      the
      Issuing Banks in reliance on the agreements of the other Banks pursuant to
      Section 2.03) from time to time on any Business Day during the period from
      the
      Effective Date until 10 Business Days prior to the latest Stated
      Termination Date for any Bank in an aggregate Available Amount (i) for all
      Letters of Credit
      issued by the Issuing Banks not to exceed at any time the aggregate Letter
      of
      Credit Commitments at such time minus all Letter of Credit Advances
      outstanding at such time, (ii) for all Letters of Credit issued by any Issuing
      Bank, not to exceed at any time the Letter of Credit Commitment of such Issuing
      Bank at such time minus all Letter of Credit Advances owed to such
      Issuing Bank outstanding at such time (or such greater amount as such Issuing
      Bank shall approve), (iii) for each such Letter of Credit not to exceed an
      amount equal to the Unused Revolving Credit Commitments of the Banks at such
      time and (iv) if the Stated Termination Date for all Banks is not the same,
      then
      for each such Letter of Credit not to exceed an amount equal to the Unused
      Revolving Credit Commitments at such time of those Banks for which the Stated
      Termination Date is 10 or more Business Days after the stated expiration date
      of
      such Letter of Credit.  No Letters of Credit shall have expiration
      dates later than 10 Business Days prior to the latest Stated Termination Date
      for any Bank.  Within the limits referred to above, the Borrower may
      request the issuance of Letters of Credit under this Section 2.01(b), repay
      any
      Letter of Credit Advances resulting from drawings thereunder and request the
      issuance of additional Letters of Credit under this Section
      2.01(b).

     

    
      
        
        

      

      
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    Section
      2.02  Making the Revolving Credit
      Advances.  (a)  Each Revolving Credit Borrowing shall be
      made on notice in the form of Exhibit B-1 (a
      "Notice of Revolving Credit Borrowing"), given not later than 11:00 A.M.
      (New York City time) (i) on the date of a proposed Revolving Credit Borrowing
      comprised of Base Rate Advances and (ii) on the third Business Day prior to
      the
      date of a proposed Revolving Credit Borrowing comprised of Eurodollar Rate
      Advances, by the Borrower to the Agent, which shall give to each Bank prompt
      notice thereof by facsimile.  Each Notice of Revolving Credit
      Borrowing shall be consistent with the requirements of Section 2.01(a) and
      shall
      be by facsimile, confirmed immediately in writing, in substantially the form
      of
      Exhibit B-1, specifying therein the requested (i) date of such Revolving Credit
      Borrowing, (ii) Type of Revolving Credit Advances comprising such Revolving
      Credit Borrowing, (iii) aggregate amount of such Revolving Credit Borrowing,
      and
      (iv) if such Revolving Credit Borrowing is to be comprised of Eurodollar Rate
      Advances, the initial Interest Period for each such Revolving Credit
      Advance.  Each Bank shall, before 2:00 p.m. (New York City time) on
      the date of such Revolving Credit Borrowing, make available for the account
      of
      its Applicable Lending Office to the Agent at its address referred to in Section
      8.02, in same day funds, such Bank's ratable portion of such Revolving Credit
      Borrowing.  After the Agent's receipt of such funds, the Agent will
      make such funds available to the Borrower at the Agent's aforesaid address;
      provided that the Agent shall not be required to make such funds available
      if
      the applicable conditions set forth in Article III have not been
      fulfilled.

     

    (b)
      Notwithstanding any other provision in this Agreement, at no time shall there
      be
      more than ten Revolving Credit Borrowings outstanding; provided that for
      purposes of the limitation set forth in this sentence, all Revolving Credit
      Borrowings consisting of Base Rate Advances shall constitute a single Revolving
      Credit Borrowing.

     

    (c)
      Each
      Notice of Revolving Credit Borrowing shall be irrevocable and binding on the
      Borrower.  In the case of any Revolving Credit Borrowing that the
      related Notice of Revolving Credit Borrowing specifies is to be comprised of
      Eurodollar Rate Advances, the Borrower shall indemnify each Bank against any
      loss, cost or expense incurred by such Bank as a result of any failure to
      fulfill on or before the date specified in such Notice of Revolving Credit
      Borrowing for such Revolving Credit Borrowing the applicable conditions set
      forth in Article III, including, without limitation, any loss (excluding loss
      of
      anticipated profits), cost or expense incurred by reason of the liquidation
      or
      reemployment of deposits or other funds acquired by such Bank to fund the
      Revolving Credit Advance to be made by such Bank as part of such Revolving
      Credit Borrowing when such Revolving Credit Advance, as a result of such
      failure, is not made on such date.

     

    (d)  Unless
      the Agent shall have received notice from a Bank prior to the time of any
      Revolving Credit Borrowing that such Bank will not make available to the Agent
      such Bank's ratable portion of such Revolving Credit Borrowing, the Agent may
      assume that such Bank has made such portion
      available to the Agent on the date of such Revolving Credit Borrowing in
      accordance with subsection (a) of this Section 2.02 and the Agent may, in
      reliance upon such assumption, make available to the Borrower on such date
      a
      corresponding amount.  If and to the extent that such Bank shall not
      have so made such ratable portion available to the Agent, such Bank and the
      Borrower severally agree to repay to the Agent forthwith on demand such
      corresponding amount together with interest thereon, for each day from the
      date
      such amount is made available to the Borrower until the date such amount is
      repaid to the Agent, at (i) in the case of the Borrower, the interest rate
      applicable at the time to Revolving Credit Advances comprising such Revolving
      Credit Borrowing and (ii) in the case of such Bank, the Federal Funds
      Rate.  If such Bank shall repay to the Agent such corresponding
      amount, such amount so repaid shall constitute such Bank's Revolving Credit
      Advance as part of such Revolving Credit Borrowing for all
      purposes.

     

    (e)  The
      failure of any Bank to make the Revolving Credit Advance to be made by it as
      part of any Revolving Credit Borrowing shall not relieve any other Bank of
      its
      obligation, if any, hereunder to make its Revolving Credit Advance on the date
      of such Revolving Credit Borrowing, but no Bank shall be responsible for the
      failure of any other Bank to make the Revolving Credit Advance to be made by
      such other Bank on the date of any Revolving Credit Borrowing.

     

    
      
        
        

      

      
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    Section
      2.03  Issuance of and
      Drawings and
      Reimbursement Under Letters of Credit.   (a)  Request
      for Issuance.  Each Letter of Credit
      shall be issued upon notice and application, given not later than 11:00 A.M.
      (New York City time) on the third Business Day (or a later day, if acceptable
      to
      the relevant Issuing Bank in its sole discretion, but in no event later than
      the
      first Business Day) prior to the date of the proposed issuance of such Letter
      of
      Credit, by the Borrower to any Issuing Bank, which shall give to the Agent
      prompt notice thereof by facsimile.  Each such notice of issuance of a
      Letter of Credit (a "Notice of Issuance
      and Application
      for Letter of Credit")
      shall be consistent with the requirements of Section 2.01(b) and shall be by
      telephone, confirmed immediately in writing, or facsimile, in the form of
      Exhibit B-2, specifying therein the requested (A) date of such issuance (which
      shall be a Business Day), (B) Available Amount of such Letter of Credit, (C)
      expiration date of such Letter of Credit, (D) name and address of the
      beneficiary of such Letter of Credit, (E) form
      of such
      Letter of Credit and (F) the
      requested currency of such Letter of Credit, if other than
      Dollars.  If the requested form of such Letter of Credit is acceptable
      to such Issuing Bank in its sole discretion, such Issuing Bank will make such
      Letter of Credit available to the Borrower at its office referred to in Section
      8.02 or as otherwise agreed with the Borrower in connection with such issuance;
      provided
      that no Issuing Bank shall be
      obligated to issue any Letter of Credit in any currency other than Dollars,
      but
      each Issuing Bank shall be permitted to issue any Letter of Credit in any
      Foreign Currency in its sole discretion if requested by the
      Borrower; provided,
      further that no
      Issuing Bank shall be obligated to issue any Letter of Credit that is not
      consistent with the requirements of Section 2.01(b); provided, further
      that no Issuing Bank shall be required
      to issue any Letter of Credit if the applicable conditions set forth in Article
      III have not been fulfilled.  Notwithstanding the foregoing, no
      Issuing Bank shall issue any Letter of Credit after it has received a notice
      from the Agent or the Required Banks that a Default has occurred and is
      continuing, until it receives a subsequent notice from the Agent or the Required
      Banks that such Default has been cured or
      waived.

     

    (b)           Letter
      of Credit Reports.  Each Issuing Bank shall furnish (A) to the
      Agent on the first Business Day of each week a written report summarizing
      issuance and expiration dates of Letters of Credit issued by such Issuing Bank
      during the previous week and drawings during such week under all Letters of
      Credit issued by such Issuing Bank, (B) to the Agent on the first Business
      Day
      of each month a written report summarizing issuance and expiration dates of
      Letters of Credit issued by such Issuing Bank during the preceding month and
      drawings during such month under all Letters of Credit issued by such Issuing
      Bank and (C) to the Agent on the first Business Day of each calendar quarter
      a
      written report setting forth the average daily aggregate Available Amount during
      the preceding calendar quarter of
      all
      Letters of Credit issued by such Issuing Bank.  The Agent shall
      promptly deliver such report to the Banks by the means provided for delivery
      of
      Communications pursuant to Section 8.02.

     

    (c)           Drawing
      and Reimbursement.  The payment by any Issuing Bank of a draft
      drawn under any Letter of Credit shall constitute for all purposes of this
      Agreement the making by such Issuing Bank of a Letter of Credit Advance, which
      shall be a Base Rate Advance, in the Dollar Equivalent amount of such
      draft.  Upon written demand by any Issuing Bank with an outstanding
      Letter of Credit Advance, with a copy of such demand to the Agent, each Bank
      shall purchase from such Issuing Bank, and such Issuing Bank shall sell and
      assign to each such Bank, such Bank's Pro Rata Share of such outstanding Letter
      of Credit Advance as of the date of such purchase, by making available for
      the
      account of its Applicable Lending Office to the Agent for the account of such
      Issuing Bank, by deposit to the Agent's Account, in same day funds, an amount
      equal to the portion of the outstanding principal amount of such Letter of
      Credit Advance to be purchased by such Bank.  Promptly after receipt
      thereof, the Agent shall transfer such funds to such Issuing
      Bank.  The Borrower hereby agrees to each such sale and
      assignment.  Each Bank agrees to so purchase its Pro Rata Share of an
      outstanding Letter of Credit Advance on (i) the Business Day on which demand
      therefor is made by the Issuing Bank which made such Advance, provided that
      notice of such demand is given not later than 11:00 A.M. (New York City time)
      on
      such Business Day, or (ii) the first Business Day next succeeding such demand
      if
      notice of such demand is given after such time.  Upon any such
      assignment by an Issuing Bank to any Bank of a portion of a Letter of Credit
      Advance, such Issuing Bank represents and warrants to such other Bank that
      such
      Issuing Bank is the legal and beneficial owner of such interest being assigned
      by it, free and clear of any liens, but makes no other representation or
      warranty and assumes no responsibility with respect to such Letter of Credit
      Advance, the Loan Documents or the Borrower.  If and to the extent
      that any Bank shall not have so made its Pro Rata Share of the amount of such
      Letter of Credit Advance available to the Agent, such Bank agrees to pay to
      the
      Agent forthwith on demand its Pro Rata Share of such amount together with
      interest thereon, for each day from the date of demand by such Issuing Bank
      until the date such Bank pays its Pro Rata Share of such amount to the Agent,
      at
      the Federal Funds Rate for its account or the account of Issuing Bank, as
      applicable.  If such Bank shall pay to the Agent its Pro Rata Share of
      such amount for the account of such Issuing Bank on any Business Day, such
      amount so paid in respect of principal shall constitute a Letter of Credit
      Advance made by such Bank on such Business Day for purposes of this Agreement,
      and the outstanding principal amount of the Letter of Credit Advance made by
      such Issuing Bank shall be reduced on such Business Day by such amount so paid
      in respect of principal.

     

    
      
        
        

      

      
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    (d)           Failure
      to Make Letter of Credit Advances.  The failure of any Bank to
      make the Letter of Credit Advance to be made by it on the date specified in
      Section 2.03(c) shall not relieve any other Bank of its obligation hereunder
      to
      make its Letter of Credit Advance on such date, but no Bank shall be responsible
      for the failure of any other Bank to make the Letter of Credit Advance to be
      made by such other Bank on such date.

     

    Section
      2.04  Fees.  (a) Commitment
      Fees.  The Borrower agrees to pay to the Agent for the account of
      each Bank a commitment fee through the Termination Date for such Bank on the
      amount of such Bank's Unused Revolving Credit Commitment, (i) from the date
      of
      this Agreement in the case of each Bank listed on the signature pages hereof
      or
      (ii) from the effective date specified in the Assignment and Acceptance pursuant
      to which it became a Bank, payable quarterly in arrears (within three Business
      Days after receipt from the Agent of an invoice therefor) for each period ending
      on the last day of each March, June, September and December hereafter,
      commencing September 30, 2007, and on the Termination Date for each Bank, at
      a
      rate per annum equal to the Applicable Commitment Fee Rate in effect from time
      to time (the "Commitment Fee").

     

    (b)
      Letter of Credit Fees, Etc.  (i) The Borrower shall pay to the
      Agent for the account of each Bank a commission, payable in arrears quarterly
      (within three Business Days after receipt from the Agent of an invoice therefor)
      for each period ending on the last day of each March, June, September and
      December, commencing September 30, 2007 and on the Termination Date for each
      Bank, on such Bank's Pro
      Rata
      Share of the average daily aggregate Available Amount during such quarter of
      all
      Letters of Credit then outstanding at a rate equal to the Applicable Margin
      on
      Eurodollar Rate Advances in effect from time to time; provided,
however, that with respect to Performance Letters of Credit and
      Commercial Letters of Credit such commission shall be equal to 50% of such
      Applicable Margin from time to time.

     

    (ii)  The
      Borrower shall pay to each Issuing Bank, for its own account, (A) an issuance
      fee for each Letter of Credit issued by such Issuing Bank in an amount equal
      to
      0.125% of the Available Amount of such Letter of Credit on the date of issuance
      of such Letter of Credit, payable on such date and (B) such other commissions,
      fronting fees, transfer fees and other fees and charges in connection with
      the
      issuance or administration of each Letter of Credit as the Borrower and such
      Issuing Bank shall agree.

     

    (c)
      Utilization Fee.  The Borrower shall pay to the Agent for the
      ratable account of each Bank a utilization fee (the "Utilization Fee")
      equal to 0.10% per annum of the aggregate  Revolving Credit
      Commitments during any period that utilization (whether in the form of Letters
      of Credit or Advances or any combination thereof) exceeds 62.5% of the Revolving
      Credit Facility at such time, payable quarterly in arrears (within three
      Business Days after receipt from the Agent of an invoice therefor) for each
      period ending on the last day of each March, June, September and December
      hereafter, commencing September 30, 2007, and on the Termination Date for each
      Bank, for the actual number of days during each such period on which utilization
      exceeded 62.5% of the Revolving Credit Facility.

     

    
      
        
        

      

      
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    (d)  Other
      Fees.  The Borrower agrees to pay to the Agent, the Co-Lead
      Arrangers, and the Banks such other fees as may be separately agreed to in
      writing.

     

    Section
      2.05  Reduction of Commitments.  The Borrower shall
      have the right, upon at least three Business Days' notice to the Agent, to
      terminate in whole or reduce ratably in part the Unused Revolving Credit
      Commitments; provided that each partial reduction shall be in the minimum
      aggregate amount of $10,000,000 and in an integral multiple of $5,000,000;
      provided further, that no such termination or reduction shall be made pursuant
      to this Section 2.05, unless after giving effect thereto, the Revolving Credit
      Facility equals or exceeds the aggregate Letter of Credit Commitments of the
      Issuing Banks.  The Borrower shall have the right, upon at least three
      Business Days' notice to the Agent and an Issuing Bank to terminate in whole
      or
      reduce the Letter of Credit Commitment of such Issuing Bank; provided that
      each
      partial reduction shall be in the minimum amount of $10,000,000 and in an
      integral multiple of $5,000,000; provided further that no termination or
      reduction of the Letter of Credit Commitment of any Issuing Bank shall be made
      pursuant to this Section 2.05, unless after giving effect thereto, the Letter
      of
      Credit Commitment of such Issuing Bank equals or exceeds the sum of the
      Available Amount of all outstanding Letters of Credit issued by such Issuing
      Bank plus the principal amount of all outstanding Letter of Credit Advances
      relating to any Letter of Credit issued by such Issuing Bank.  Any
      termination or reduction of any of the Commitments shall be
      permanent.

     

    Section
      2.06  Repayment of Advances; Required Cash
      Collateral.  (a)  Revolving Credit
      Advances.  The Borrower shall repay the principal amount of each
      Revolving Credit Advance owing to each Bank on the Stated Termination Date
      for
      such Bank or on such earlier date as may be applicable pursuant
      hereto.

     

    (b)
      Letter of Credit Advances.  (i)  The Borrower
      shall repay to the Agent for the account of each Issuing Bank and each other
      Bank that has made a Letter of Credit Advance on the earlier of the third
      Business Day following the date on which such Letter of Credit Advance is made
      and the earliest Stated Termination Date then in effect for any Bank the
      outstanding principal amount of each Letter of Credit Advance made by each
      of
      them.

     

    
      (ii)    The
        Obligations of the Borrower under this Agreement and any other agreement
        or
        instrument, in each case relating to any Letter of Credit, shall be
        unconditional and irrevocable, andshall be paid strictly in accordance with
        the
        terms of this Agreement and such other agreement or instrument under all
        circumstances, including, without limitation, the following circumstances
        (it
        being understood that any such payment by the Borrower is without prejudice
        to,
        and does not constitute a waiver of, any rights the Borrower might have or
        might
        acquire as a result of the payment by any Issuing Bank of any draft or the
        reimbursement by the Borrower thereof):

    

    


    (A)           any
      lack of validity or enforceability of any Loan Document, any Letter of Credit
      or
      any other agreement or instrument relating thereto (all of the foregoing being,
      collectively, the "L/C Related Documents");

     

    (B)           any
      change in the time, manner or place of payment of, or in any other term of,
      all
      or any of the Obligations of the Borrower in respect of any L/C Related Document
      or any other amendment or waiver of or any consent to departure from all or
      any
      of the L/C Related Documents;

     

    (C
      )           the existence
      of any claim, set-off, defense or other right that the Borrower may have at
      any
      time against any beneficiary or any transferee of a Letter of Credit (or any
      Persons for which any such beneficiary or any such transferee may be acting),
      any Issuing Bank or any other Person, whether in connection with the
      transactions contemplated by the L/C Related Documents or any unrelated
      transaction;

     

    
      
        
        

      

      
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    (D)           any
      statement or any other document presented under a Letter of Credit proving
      to be
      forged, fraudulent, invalid or insufficient in any respect or any statement
      therein being untrue or inaccurate in any respect;

     

    (E)           payment
      by any Issuing Bank under a Letter of Credit against presentation of a draft
      or
      certificate that does not strictly comply with the terms of such Letter of
      Credit;

     

    (F)           any
      exchange, release or non-perfection of any collateral, or any release or
      amendment or waiver of or consent to departure from any guarantee, for all
      or
      any of the Obligations of the Borrower in respect of the L/C Related Documents;
      or

     

    (G)           any
      other circumstance or happening whatsoever, whether or not similar to any of
      the
      foregoing, including, without limitation, any other circumstance that might
      otherwise constitute a defense available to, or a discharge of, the Borrower
      or
      a guarantor.

     

    (c)
      Required Payment and Cash Collateral.  If on any date the sum
      of the aggregate Available Amount of all Letters of Credit outstanding on such
      date plus the aggregate principal amount of Advances outstanding on such date
      exceeds the Revolving Credit Facility on such date, the Borrower shall, within
      three Business Days thereafter, (i) prepay Advances in an aggregate principal
      amount sufficient to reduce the sum of the Available Amount of all Letters
      of
      Credit outstanding on such date plus the aggregate principal amount of Advances
      outstanding on such date to be less than or equal to the Revolving Credit
      Facility on such date or (ii) if no Advances are outstanding at such time or
      prepayment pursuant to clause (i) of this sentence does not result in the sum
      of
      the Available Amount of all Letters of Credit outstanding on such date plus
      the
      aggregate principal amount of Advances outstanding on such date being less
      than
      or equal to the Revolving Credit Facility on such date, prepay in full all
      Advances, if any
      Advance is outstanding, and pay to the Agent in same day funds at the Agent's
      office, for deposit in the L/C Cash Collateral Account, an amount equal to
      such
      excess less the principal amount of Advances so prepaid, which amount shall
      be
      released within three Business Days after notice from the Borrower to the Agent
      that the sum of the aggregate Available Amount of all Letters of Credit plus
      the
      aggregate principal amount of Advances outstanding no longer exceeds the
      Revolving Credit Facility.  If on any date the sum of the aggregate
      Available Amount of all Letters of Credit outstanding on such date plus the
      aggregate principal amount of all Letter of Credit Advances outstanding on
      such
      date exceeds the aggregate Letter of Credit Commitments of all Issuing Banks
      on
      such date, the Borrower shall, within three Business Days thereafter, pay to
      the
      Agent in same day funds at the Agent's office, for deposit in the L/C Cash
      Collateral Account, an amount equal to such excess which amount shall be
      released within three Business Days after notice from the Borrower to the Agent
      that the sum of the aggregate Available Amount of all Letters of Credit plus
      the
      aggregate principal amount of all Letter of Credit Advances outstanding no
      longer exceeds the aggregate Letter of Credit Commitments of all Issuing
      Banks.

     

    Section
      2.07  Interest.  The Borrower shall pay interest on
      the unpaid principal amount of each Advance from the date of such Advance until
      such principal amount shall be paid in full, at the following rates per
      annum:

     

    (a)  During
      such periods as such Advance is a Base Rate Advance, a rate per annum equal
      at
      all times to the Base Rate in effect from time to time plus the Applicable
      Margin in effect from time to time, payable quarterly in
      arrears on the last day of each March, June, September and December and on
      the
      date such Base Rate Advance shall be Converted or paid in full; provided,
      that any amount of principal of a Base Rate Advance which is not paid when
      due
      (whether at stated maturity, by acceleration or otherwise) shall bear interest,
      from the date on which such amount is due until such amount is paid in full,
      payable on demand, at a rate per annum equal at all times to the sum of the
      rate
      otherwise payable thereon plus 2%.

     

    
      
        
        

      

      
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    (b)  During
      such periods as such Advance is a Eurodollar Rate Advance, a rate per annum
      equal at all times during each Interest Period for such Advance to the sum
      of
      the Eurodollar Rate for such Interest Period plus the Applicable Margin in
      effect from time to time, payable on the last day of such Interest Period and,
      if such Interest Period has a duration of more than three months, on each day
      that occurs during such Interest Period every three months from the first day
      of
      such Interest Period and on the date such Revolving Credit Advance shall be
      Converted or paid in full; provided, that any amount of principal of a
      Eurodollar Rate Advance which is not paid when due (whether at stated maturity,
      by acceleration or otherwise) shall bear interest, payable on demand, (i) from
      the date on which such amount is due until the end of the Interest Period for
      such Revolving Credit Advance, at a rate per annum equal at all times to the
      sum
      of the Eurodollar Rate for such Interest Period plus the Applicable Margin
      in
      effect from time to time plus 2%, and (ii) from the end of such Interest Period
      until such amount is paid in full, at a rate per annum equal at all times to
      the
      sum of the rate of interest in effect from time to time for Base Rate Advances
      plus 2%.

     

    (c)  Upon
      the occurrence and during the continuance of an Event of Default under Section
      6.01(a), the Borrower shall pay simple interest, to the fullest extent permitted
      by law, on the amount of any interest, fee or other amount (other than principal
      of Advances which is covered by Sections 2.07(a) and 2.07(b)) payable hereunder
      that is not paid when due, from the date such amount shall be due until such
      amount shall be paid in full, payable in arrears on the date such amount shall
      be paid in full and on demand, at a rate per annum equal at all times to the
      sum
      of the rate of interest in effect from time to time for Base Rate Advances
      plus
      2% per annum.

     

    Section
      2.08  Additional Interest on Eurodollar Rate
      Advances.  The Borrower shall pay to each Bank, so long as such
      Bank shall be required under regulations of the Federal Reserve Board to
      maintain reserves with respect to liabilities or assets consisting of or
      including Eurocurrency Liabilities, additional interest on the unpaid principal
      amount of each Advance of such Bank during such periods as such Advance is
      a
      Eurodollar Rate Advance, from the date of such Advance until such principal
      amount is paid in full, at an interest rate per annum equal at all times to
      the
      remainder obtained by subtracting (i) the Eurodollar Rate for the Interest
      Period then in effect for such Eurodollar Rate Advance from (ii) the rate
      obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus
      the Eurodollar Rate Reserve Percentage of such Bank for such Interest Period,
      payable on each date on which interest is payable on such Eurodollar Rate
      Advance.  Such additional interest shall be determined by such Bank
      and notified to the Borrower through the Agent.

     

    Section
      2.09  Interest Rate
      Determination.  (a)  The Agent shall give prompt notice
      to the Borrower and the Banks of the applicable interest rate determined by
      the
      Agent for purposes of Section 2.07(b).

     

    (b)  If
      the Agent is unable to determine the Eurodollar Rate for any Eurodollar Rate
      Advances:

     

    (i)           the
      Agent shall forthwith notify the Borrower and the Banks that the interest rate
      cannot be determined for such Eurodollar Rate Advances,

     

    (ii)          each
      such Eurodollar Rate Advance will automatically, on the last day of the then
      existing Interest Period therefor, Convert into a Base Rate Advance (or if
      such
      Advance is then a Base Rate Advance, will continue as a Base Rate Advance),
      and

     

    (iii)         the
      obligation of the Banks to make Eurodollar Rate Advances or to Convert Revolving
      Credit Advances into Eurodollar Rate Advances shall be suspended until the
      Agent
      shall notify the Borrower and the Banks that the circumstances causing such
      suspension no longer exist.

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    (c)  If,
      with respect to any Eurodollar Rate Advances, the Required Banks notify the
      Agent (A) that the Eurodollar Rate for any Interest Period for such Advances
      will not adequately reflect the cost to such Required Banks of making, funding
      or maintaining their respective Eurodollar Rate Advances for such Interest
      Period or (B) that Dollar deposits for the relevant amounts and Interest Period
      for their respective Advances are not available to them in the London interbank
      market, the Agent shall forthwith so notify the Borrower and the Banks,
      whereupon

     

    (i)           each
      Eurodollar Rate Advance will automatically, on the last day of the then existing
      Interest Period therefor, Convert into a Base Rate Advance, and

     

    (ii)           the
      obligation of the Banks to make, or to Convert Advances into, Eurodollar Rate
      Advances shall be suspended until the Agent shall notify the Borrower and the
      Banks that the circumstances causing such suspension no longer
      exist.

     

    (d)  If
      the Borrower shall fail to select the duration of any Interest Period for any
      Eurodollar Rate Advances in accordance with the provisions contained in the
      definition of "Interest Period" in Section 1.01, the Agent will forthwith so
      notify the Borrower and the Banks and such Revolving Credit Advances will
      automatically, on the last day of the then existing Interest Period therefor,
      Convert into Base Rate Advances (or if such Advances are then Base Rate
      Advances, will continue as Base Rate Advances).

     

    (e)  On
      the date on which the aggregate unpaid principal amount of Eurodollar Rate
      Advances comprising any Borrowing shall be reduced, by payment or prepayment
      or
      otherwise, to less than $10,000,000, such Advances shall automatically Convert
      into Base Rate Advances, and on and after such date the right of the Borrower
      to
      Convert such Advances into Eurodollar Rate Advances shall
      terminate.

     

    (f)  Upon
      the occurrence and during the continuance of any Event of Default under Section
      6.01(a), (i) each Eurodollar Rate Advance will automatically, on the last day
      of
      the then existing Interest Period therefor, Convert into a Base Rate Advance
      and
      (ii) the obligation of the Banks to make, or to Convert Advances into,
      Eurodollar Rate Advances shall be suspended.

     

    Section
      2.10  Optional Prepayments.  The Borrower shall have
      no right to prepay any principal amount of any Advance other than as provided
      in
      this Section 2.10.  The Borrower may, upon notice given to the Agent
      before 11:00 A.M. (New York City time) on the first Business Day prior to the
      date of prepayment in the case of Base Rate Advances or upon at least three
      Business Days' notice to the Agent in the case of Eurodollar Rate Advances,
      in
      each case stating the proposed date (which shall be a Business Day) and
      aggregate principal amount of the prepayment, and if such notice is given the
      Borrower shall, prepay the outstanding principal amounts of the Advances
      comprising part of the same Borrowing in whole or ratably in part, together
      with
      accrued interest to the date of such prepayment on the principal amount prepaid;
      provided, however, that (x) each partial prepayment shall be in an aggregate
      principal amount not less than $10,000,000 in the case of Eurodollar Rate
      Advances and $5,000,000 in the case of Base Rate Advances and in integral
      multiples of $1,000,000, and after giving effect thereto no Borrowing then
      outstanding shall have a principal amount of less than $5,000,000; and (y)
      in
      the case of any such prepayment of a Eurodollar Rate Advance, the Borrower
      shall
      be obligated to reimburse the Banks in respect thereof pursuant to Section
      8.04(b).

     

    Section
      2.11  Payments and Computations.  (a)  The
      Borrower shall make each payment hereunder and under the Notes not later than
      11:00 A.M. (New York City time) on the day when due in Dollars to the Agent
      (except that payments under Section 2.08 shall be paid directly to the Bank
      entitled thereto) at Two Penns Way, Suite 200, New Castle, Delaware 19720,
      in
      same day funds.  The Agent will promptly thereafter cause to be
      distributed like funds relating to the payment of principal, interest,
      Commitment Fees or Letter of Credit fees ratably (except amounts payable
      pursuant to Section 2.12, Section 2.13 or 2.17 and except that (i) any Bank
      may
      receive less than its ratable share of interest to the extent Section 8.06
      is
      applicable to it, (ii) if the Stated Termination Date for all Banks is not
      the
      same, then principal payments due pursuant to Section 2.06(a) in respect of
      the
      Stated Termination Date for any Bank (but not in respect of payments due before
      the relevant Stated Termination Date as contemplated by Section 2.06(a)) shall
      be distributed ratably among all Banks having that same Stated Termination
      Date
      (and not to those Banks with a Stated Termination Date occurring later), and
      (iii) if, in respect of any Change in Control, not all Banks are Exercising
      Banks, then payments due from the Borrower pursuant to Section 2.22 shall
      be distributed ratably among all such Exercising Banks (and not to those Banks
      that are not Exercising Banks)) to the Banks for the account of their respective
      Applicable Lending Offices, and like funds relating to the payment of any other
      amount payable to any Bank to such Bank for the account of its Applicable
      Lending Office, in each case to be applied in accordance with the terms of
      this
      Agreement.  Upon its acceptance of an Assignment and Acceptance and
      recording of the information contained therein in the Register pursuant to
      Section 8.08(c), from and after the effective date specified in such Assignment
      and Acceptance, the Agent shall make all payments hereunder and under the Notes
      in respect of the interest assigned thereby to the Bank assignee thereunder,
      and
      the parties to such Assignment and Acceptance shall make all appropriate
      adjustments in such payments for periods prior to such effective date directly
      between themselves.  At the time of each payment of any principal of
      or interest on any Borrowing to the Agent, the Borrower shall notify the Agent
      of the Borrowing to which such payment shall apply.  In the absence of
      such notice the Agent may specify the Borrowing to which such payment shall
      apply.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    (b)  All
      computations of interest based on the Base Rate (except during such times as
      the
      Base Rate is determined pursuant to clause (c) of the definition thereof),
      of
      Utilization Fees, of Commitment Fees and of Letter of Credit fees shall be
      made
      by the Agent on the basis of a year of 365 or 366 days, as the case may be,
      and
      all computations of interest based on the Eurodollar Rate, the Federal Funds
      Rate or, during such times as the Base Rate is determined pursuant to clause
      (c)
      of the definition thereof, the Base Rate shall be made by the Agent, and all
      computations of interest pursuant to Section 2.07 shall be made by a Bank,
      on
      the basis of a year of 360 days, in each case for the actual number of days
      (including the first day but excluding the last day) occurring in the period
      for
      which such interest or fees are payable.  Each determination by the
      Agent (or in the case of Section 2.07, by a Bank) of an interest rate hereunder
      shall be conclusive and binding for all purposes, absent manifest
      error.

     

    (c)  Whenever
      any payment hereunder or under the Notes shall be stated to be due on a day
      other than a Business Day, such payment shall be made on the next succeeding
      Business Day, and such extension of time shall in such case be included in
      the
      computation of payment of interest, Commitment Fees and Letter of Credit fees,
      as the case may be; provided, however, if such extension would
      cause payment of interest on or principal of Eurodollar Rate Advances to be
      made
      in the next following calendar month, such payment shall be made on the next
      preceding Business Day.

     

    (d)  Unless
      the Agent shall have received notice from the Borrower prior to the date on
      which any payment is due to the Banks hereunder that the Borrower will not
      make
      such payment in full, the Agent may assume that the Borrower has made such
      payment in full to the Agent on such date and the Agent may, in reliance upon
      such assumption, cause to be distributed to each Bank on such due date an amount
      equal to the amount then due such Bank.  If and to the extent that the
      Borrower shall not have so made such payment in full to the Agent, each Bank
      shall repay to the Agent forthwith on demand such amount distributed to such
      Bank together with interest thereon, for each day from the date such amount
      is
      distributed to such Bank until the date such Bank repays such amount to the
      Agent, at the Federal Funds Rate.

     

    Section
      2.12  Increased Costs and Capital Requirements.
      (a)  If, due to either (i) the introduction of or any change (other
      than any change by way of imposition or increase of reserve requirements
      included in the Eurodollar Rate Reserve Percentage) in or in the interpretation
      of any law or regulation by any governmental authority charged with the
      interpretation or administration thereof or (ii) the compliance with any
      guideline or request from any central bank or other governmental authority
      (whether or not having the force of law), there shall be any increase in the
      cost to any Bank of agreeing to make or making, funding or maintaining any
      Eurodollar Rate Advance or of agreeing to issue or of issuing or maintaining
      or
      participating in Letters of Credit or of agreeing to make or of making or
      maintaining Letter of Credit Advances (excluding,
      for purposes of this Section 2.12, any such increased
      costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall
      govern) and (y) changes in the basis of taxation of overall net income or
      overall gross income by the United States or by the foreign jurisdiction or
      state under the laws of which such Bank is organized or has its Applicable
      Lending Office or
      any
      political subdivision thereof), then the Borrower shall from time to time,
      within 15 days after demand by such Bank (with a copy of such demand to the
      Agent), pay to the Agent for the account of such Bank additional amounts
      sufficient to compensate such Bank for such increased cost; provided, however,
      that the Borrower shall not be required to pay to such Bank any portion of
      such
      additional amounts that are incurred more than 90 days prior to any such demand,
      unless such additional amounts had not been imposed or were not determinable
      on
      the date that is 90 days prior to such demand.  A certificate setting
      forth in reasonable detail the amount of such increased cost, submitted to
      the
      Borrower and the Agent by such Bank, shall be conclusive and binding for all
      purposes, absent manifest error.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    (b)  If
      following the introduction of or any change in any applicable law or regulation
      or any guideline or request from any central bank or other governmental
      authority (whether or not having the force of law) any Bank determines that
      compliance by such Bank with any such law or regulation or guideline or request
      regarding capital adequacy affects or would affect the amount of capital
      required or expected to be maintained by such Bank or any Person controlling
      such Bank and that the amount of such capital is increased by or based upon
      the
      existence of such Bank's commitment to lend or to issue or participate in
      Letters of Credit hereunder and other commitments of such type or the issuance
      or maintenance of or participation in Letters of Credit (or similar contingent
      obligations), then, within 15 days after demand by such Bank (with a copy of
      such demand to the Agent), the Borrower shall pay to the Agent for the account
      of such Bank, from time to time as specified by such Bank, additional amounts
      sufficient to compensate such Bank or such Person in the light of such
      circumstances, to the extent that such Bank reasonably determines such increase
      in capital to be allocable to the existence of such Bank's commitment to lend
      or
      to issue or participate in Letters of Credit hereunder or to the issuance
      of or
      participation in any Letters of Credit; provided,
however, that the Borrower shall not be required
      to pay to such Bank any
      portion of such additional amounts that are incurred more than 90 days prior
      to
      any such demand, unless such additional amounts had not been imposed or were
      not
      determinable on the date that is 90 days prior to such demand.  A
      certificate setting forth in reasonable detail such amounts submitted to the
      Borrower and the Agent by such Bank shall be conclusive and binding for all
      purposes, absent manifest error.

     

    (c)  Each
      Bank shall make reasonable efforts (consistent with its internal policies and
      legal and regulatory restrictions) to select a jurisdiction for its Applicable
      Lending Office or change the jurisdiction of its Applicable Lending Office,
      as
      the case may be, so as to avoid the imposition of any increased costs under
      this
      Section 2.12 or to eliminate the amount of any such increased cost which may
      thereafter accrue; provided that no such selection or change of the
      jurisdiction for its Applicable Lending Office shall be made if, in the
      reasonable judgment of such Bank, such selection or change would be
      disadvantageous to such Bank.

     

    Section
      2.13  Taxes.  (a)   Any and all
      payments by the Borrower hereunder or under the Notes shall be made, in
      accordance with Section 2.11, free and clear of and without deduction for any
      and all present or future taxes, levies, imposts, deductions, charges and
      withholdings, and all liabilities with respect thereto, excluding, in the case
      of each Bank and the Agent, taxes imposed on its overall net income (including
      branch profits), and franchise taxes imposed on or measured by net income,
      by
      the jurisdiction under the laws of which such Bank or the Agent (as the case
      may
      be) is organized or any political subdivision thereof and, in the case of each
      Bank, taxes imposed on its overall net income (including branch profits), and
      franchise taxes imposed on or measured by net income, by the jurisdiction of
      such Bank's Applicable Lending Office or principal executive office or any
      political subdivision thereof, and all liabilities with respect thereto (all
      such non-excluded taxes, levies, imposts, deductions, charges, withholdings
      and
      liabilities being hereinafter referred to as "Taxes"), except as may otherwise
      be required by law.  If the Borrower shall be required by law to
      deduct any Taxes from or in respect of any sum payable hereunder or under any
      Note to any Bank or the Agent, (i) the sum payable shall be increased by such
      amount (an "Additional Amount") as may be necessary so that after making
      all required deductions (including deductions applicable to additional sums
      payable under this Section 2.13) such Bank or the Agent (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 taxation
      authority or other authority in accordance with applicable law.  Any
      such payment by the Borrower shall be made in the name of the relevant Bank
      or
      the Agent (as the case may be).

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    (b)  In
      addition, the Borrower agrees to pay any present or future stamp or documentary
      taxes or any other excise or property taxes, charges or similar levies which
      arise from any payment made hereunder or under the Notes or from the execution,
      delivery or registration of, performing under, or otherwise with respect to,
      this Agreement or any of the Notes (hereinafter referred to as "Other
      Taxes").

     

    (c)  The
      Borrower will indemnify each Bank and the Agent for the full amount of Taxes
      and
      Other Taxes (including, without limitation, any Taxes or Other Taxes imposed
      by
      any jurisdiction on amounts payable under this Section 2.13) imposed on or
      paid
      by such Bank or the Agent (as the case may be) and any liability (including
      penalties, interest and reasonable expenses) arising therefrom or with respect
      thereto, whether or not such Taxes or Other Taxes were correctly or legally
      asserted.  Payments under any indemnification provided for in this
      Section 2.13(c) shall be made within 30 days from the date such Bank or the
      Agent (as the case may be) makes written demand therefor describing such Taxes
      or Other Taxes in reasonable detail.

     

    (d)  If
      the Agent or a Bank reasonably determines that it has finally and irrevocably
      received a refund in respect 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 2.13, it shall within 30 days
      from
      the date of such receipt pay over such refund to the Borrower (but only to
      the
      extent such refund is attributable, as reasonably determined by such Agent
      or
      Bank, to such indemnity payments made, or Additional Amounts paid, by the
      Borrower under this Section 2.13 with respect to the Taxes or Other Taxes giving
      rise to such refund), net of all reasonable out-of-pocket expenses of the Agent
      or Bank and without interest (other than interest paid by the relevant taxation
      authority with respect to such refund); provided, however, that
      the Borrower, upon the request of the Agent or Bank, agrees to repay the amount
      paid over to the Borrower (plus penalties, interest or other charges, if any,
      imposed by the relevant taxation authority in respect of such repayment) to
      the
      Agent or Bank in the event the Agent or Bank is required to repay such refund
      to
      the applicable taxation authority.  Nothing contained in this Section
      2.13(d) shall interfere with the right of the Agent or any Bank to arrange
      its
      tax affairs in whatever manner it determines appropriate nor oblige the Agent
      or
      any Bank to claim any tax credit or to disclose any information relating to
      its
      tax affairs or any computations in respect thereof or require the Agent or
      any
      Bank to do anything that would prejudice its ability to benefit from any other
      tax relief to which it may be entitled.

     

    (e)  Within
      30 days after the date of any payment of Taxes, the Borrower will furnish to
      the
      Agent, at its address referred to in Section 8.02, the original or a certified
      copy of a receipt evidencing payment thereof (or other evidence of payment
      reasonably satisfactory to the Agent).  In the case of any payment
      hereunder or under the Notes by or on behalf of the Borrower through an account
      or branch outside the United States or by or on behalf of the Borrower by a
      payor that is not a United States person, if the Borrower determines that no
      Taxes are payable in respect thereof, the Borrower shall furnish, or shall
      cause
      such payor to furnish, to the Agent, at such address, an opinion of counsel
      reasonably acceptable to the Agent stating that such payment is exempt from
      Taxes imposed by the jurisdiction from which such payment is
      made.  For purposes of this Section 2.13(e) and Section 2.13(f), the
      terms "United States" and "United States person" shall have the
      meanings specified in Section 7701 of the Code.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    (f)  Each
      Bank organized under the laws of a jurisdiction outside the United States,
      (i)
      on or prior to the date of the Initial Extension of Credit in the case of each
      such Bank listed on the signature pages hereof, (ii) on the date of the
      Assignment and Acceptance pursuant to which it becomes a Bank, (iii) on or
      before the date, if any, it changes its Applicable Lending Office, and (iv)
      from
      time to time thereafter
      if reasonably requested in writing by the Borrower or the Agent or promptly
      upon
      the obsolescence or invalidity of any form previously delivered by such Bank
      (but only so long as such Bank remains lawfully able to do so), shall provide
      the Agent and the Borrower with two original Internal Revenue Service Forms
      W-8BEN or W-8ECI (or, in the case of a Bank that is entitled to claim exemption
      from withholding of United States federal income tax under Section 871(h) or
      881(c) of the Code, (A) a certificate representing that such Bank is not a
      "bank" for purposes of Section 881(c) of the Code, is not a 10-percent
      shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the
      Borrower and is not a controlled foreign corporation related to the Borrower
      (within the meaning of Section 864(d)(4) of the Code) and (B) Internal Revenue
      Service Form W-8BEN), as appropriate, or any successor or other form prescribed
      by the Internal Revenue Service, properly completed and duly executed by such
      Bank, certifying that such Bank is exempt from or entitled to a reduced rate
      of
      United States withholding tax on payments pursuant to this Agreement or the
      Notes (or, in the case of a Bank providing the certificate described in clause
      (A), certifying that such Bank is a foreign corporation, partnership, estate
      or
      trust).  If the forms provided by a Bank at the time such Bank first
      becomes a party to this Agreement indicate or require a United States interest
      withholding tax rate in excess of zero, withholding tax at such rate shall
      be
      considered excluded from Taxes for purposes of this Section 2.13 unless and
      until such Bank provides the appropriate forms certifying that a lesser rate
      applies, whereupon withholding tax at such lesser rate only shall be considered
      excluded from Taxes for periods governed by such forms; provided,
however, that if, at the effective date of the Assignment and Acceptance
      pursuant to which a Bank becomes a party to this Agreement (or the date, if
      any,
      a Bank changes its Applicable Lending Office), the Bank assignor (or such Bank)
      was entitled to payments under subsection (a) of this Section 2.13 in respect
      of
      United States withholding tax with respect to interest paid at such date, then,
      to such extent, the term Taxes shall include (in addition to withholding taxes
      that may be imposed in the future or other amounts otherwise includable in
      Taxes, subject to the provisions of this subsection (f)) United States
      withholding tax, if any, applicable with respect to the Bank assignor (or such
      Bank) on such date.

     

    (g)  For
      any period with respect to which a Bank has failed to provide the Borrower
      with
      the appropriate form described in subsection (f) above (other than if such
      failure is due to a change in law, or in the interpretation or application
      thereof by any governmental authority charged with the interpretation or
      application thereof, occurring after the date on which a form originally was
      required to be provided or if such form otherwise is not required under
      subsection (f) above), such Bank shall not be entitled to indemnification or
      payment of an Additional Amount under subsection (a) or (c) of this Section
      2.13
      with respect to Taxes imposed by the United States to the extent such United
      States Taxes exceed the United States Taxes that would have been imposed had
      such form been provided; provided, however, that should a Bank
      become subject to Taxes because of its failure to deliver a form required
      hereunder, the Borrower shall take such steps as such Bank shall reasonably
      request to assist such Bank to recover such Taxes.

     

    (h)  Any
      Bank claiming any indemnity payment or Additional Amounts payable pursuant
      to
      this Section 2.13 shall use commercially reasonable efforts (consistent with
      its
      generally applicable internal policy and legal and regulatory restrictions)
      to
      file any certificate or document reasonably requested in writing by the Borrower
      or to designate a different Applicable Lending Office following the reasonable
      request in writing of the Borrower if the making of such a filing or change
      would avoid the need for or reduce the amount of any such indemnity payment
      or
      Additional Amounts that may thereafter accrue and would not, in the sole
      determination of such Bank, require the disclosure of information that the
      Bank
      reasonably considers confidential, or be otherwise disadvantageous to such
      Bank.

     

    Section
      2.14  Sharing of Payments, Etc.  If any Bank shall
      obtain any payment (whether voluntary, involuntary, through the exercise of
      any
      right of set-off, or otherwise) on account of the principal of or interest
      on
      the Advances owing to it (except amounts payable pursuant to Sections 2.08,
      2.12, 2.13, 2.17 or 8.08 and except that (i) any Bank may receive less than
      its
      ratable share of interest to the extent Section 8.06 is applicable to it, (ii)
      if the Stated Termination Date for all Banks is not the same,
      then principal payments due pursuant to Section 2.06(a) in respect of the Stated
      Termination Date for any Bank (but not in respect of payments due before the
      relevant Stated Termination Date as contemplated by Section 2.06(a)) shall
      be
      distributed ratably among all Banks having that same Stated Termination Date
      (and not to those Banks with a Stated Termination Date occurring later), and
      (iii) if, in respect of any Change in Control, not all Banks are Exercising
      Banks, then payments due from the Borrower pursuant to Section 2.22 shall
      be distributed ratably among all such Exercising Banks (and not to those Banks
      that are not Exercising Banks)) in excess of its ratable share of payments
      on
      account of the principal of or interest on the Advances obtained by all the
      Banks, such Bank shall forthwith purchase from the other Banks such
      participations in the Advances owing to them as shall be necessary to cause
      such
      purchasing Bank to share the excess payment ratably with each of them, provided,
      however, that if all or any portion of such excess payment is thereafter
      recovered from such purchasing Bank, such purchase from each Bank shall be
      rescinded and such Bank shall repay to the purchasing Bank the purchase price
      to
      the extent of such Bank's ratable share (according to the proportion of (i)
      the
      amount of the participation purchased from such Bank as a result of such excess
      payment to (ii) the total amount of such excess payment) of such recovery
      together with an amount equal to such Bank's ratable share (according to the
      proportion of (i) the amount of such Bank's required repayment to (ii) the
      total
      amount so recovered from the purchasing Bank) of any interest or other amount
      paid or payable by the purchasing Bank in respect of the total amount so
      recovered.  The Borrower agrees that any Bank so purchasing a
      participation from another Bank pursuant to this Section 2.14 may, to the
      fullest extent permitted by law, exercise all its rights of payment (including
      the right of set-off) with respect to such participation as fully as if such
      Bank were the direct creditor of the Borrower in the amount of such
      participation.

     

    
      
        
        

      

      
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    Section
      2.15  Illegality.  Notwithstanding any other
      provision of this Agreement, if any Bank ("Affected Bank") shall notify the
      Borrower and the Agent that the introduction of or any change in any law or
      regulation makes it unlawful, or any central bank or other governmental
      authority asserts that it is unlawful, for any Bank, or its Eurodollar Lending
      Office, to perform its obligations hereunder to make Eurodollar Rate Advances
      or
      to fund or maintain Eurodollar Rate Advances hereunder, (i) the obligation
      of
      the Affected Bank to make, or to Convert Advances into, Eurodollar Rate Advances
      shall forthwith be suspended (and any request by the Borrower for a Borrowing
      comprised of Eurodollar Rate Advances shall, as to each Affected Bank, be deemed
      a request for a Base Rate Advance to be made on the same day as the Eurodollar
      Rate Advances of the Banks that are not Affected Banks and such Base Rate
      Advance shall be considered as part of such Borrowing) until the Affected Bank
      shall notify the Borrower, the Banks and the Agent that the circumstances
      causing such suspension no longer exist and (ii) forthwith after such notice
      from an Affected Bank to the Agent and the Borrower, all Eurodollar Rate
      Advances of such Affected Bank shall be deemed to be Converted to Base Rate
      Advances (but will otherwise continue to be considered as a part of the
      respective Borrowings that they were a part of prior to such Conversion);
      provided, however, that, before making any such demand, such Bank agrees to
      use
      reasonable efforts (consistent with its internal policy and legal and regulatory
      restrictions) to designate a different Eurodollar Lending Office if the making
      of such a designation would allow such Bank or its Eurodollar Lending Office
      to
      continue to perform its obligations to make Eurodollar Rate Advances or to
      continue to fund or maintain Eurodollar Rate Advances and would not, in the
      judgment of such Bank, be otherwise materially disadvantageous to such
      Bank.  In the event any Bank shall notify the Agent of the occurrence
      of any circumstance contemplated under this Section 2.15, all payments and
      prepayments of principal that would otherwise have been applied to repay the
      Eurodollar Rate Advances that would have been made by such Bank or the Converted
      Eurodollar Rate Advances shall instead be applied to repay the Base Rate
      Advances made by such Bank in lieu of such Eurodollar Rate Advances or resulting
      from the Conversion of such Eurodollar Rate Advances and shall be made at the
      time that payments on the Eurodollar Rate Advances of the Banks that are not
      Affected Banks are made.  Each Bank that has delivered a notice of
      illegality pursuant to this Section 2.15 above agrees that it will notify the
      Borrower as soon as practicable if the conditions giving rise to the illegality
      cease to exist.

     

    
      
        
        

      

      
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    Section
      2.16  Conversion of Advances.  The Borrower may on
      any Business Day, upon notice given to the Agent not later than 11:00 A.M.
      (New
      York City time) on the third Business Day prior to the date of the proposed
      Conversion and subject to the provisions of Sections 2.02(b), 2.09 and 2.15,
      Convert all Advances of one Type comprising the same Borrowing into Advances of the
      other
      Type; provided, however, that (i) any Conversion of any Eurodollar Rate Advances
      into Base Rate Advances shall be made on, and only on, the last day of an
      Interest Period for such Eurodollar Rate Advances, except as provided in Section
      2.15, and (ii) Advances comprising a Borrowing may not be Converted into
      Eurodollar Rate Advances if the outstanding principal amount of such Borrowing
      is less than $10,000,000 or if any Event of Default under Section 6.01(a) shall
      have occurred and be continuing on the date the related notice of Conversion
      would otherwise be given pursuant to this Section 2.16.  Each such
      notice of a Conversion shall, within the restrictions specified above, specify
      (i) the date of such Conversion, (ii) the Advances to be Converted, and (iii)
      if
      such Conversion is into Eurodollar Rate Advances, the duration of the initial
      Interest Period for each such Advance.  Each notice of Conversion
      shall be irrevocable and binding on the Borrower.  If any Event of
      Default under Section 6.01(a) shall have occurred and be continuing on the
      third
      Business Day prior to the last day of any Interest Period for any Eurodollar
      Rate Advances, the Borrower agrees to Convert all such Advances into Base Rate
      Advances on the last day of such Interest Period.

     

    Section
      2.17  Replacement or Removal of Bank.  In the event
      that any Bank shall claim payment of any increased costs pursuant to Section
      2.12 or the Borrower is required to pay any Additional Amounts, Taxes or Other
      Taxes to or on account of any Bank pursuant to Section 2.13, or any Bank
      exercises its rights under Section 2.15, or if any Bank fails to execute and
      deliver a consent, amendment or waiver to this Agreement requested by the
      Borrower by the date specified by the Borrower (or gives the Borrower written
      notice prior to such date of its intention not to do so), the Borrower shall
      have the right, if no Default or Event of Default then exists, to (a) replace
      such Bank with an Eligible Assignee in accordance with Section 8.08(a), (b)
      and
      (d) (including execution of an appropriate Assignment and Acceptance);
provided that such Eligible Assignee (i) shall unconditionally offer in
      writing (with a copy to the Agent) to purchase on a date therein specified
      all
      of such Bank's rights hereunder and interest in the Advances owing to such
      Bank
      and the Note held by such Bank without recourse at the principal amount of
      such
      Note plus interest, Commitment Fees and Letter of Credit fees accrued thereon
      to
      the date of such purchase and (ii) shall execute and deliver to the Agent an
      Assignment and Acceptance, as assignee, pursuant to which such Eligible Assignee
      becomes a party hereto with a Commitment equal to that of the Bank being
      replaced (plus, if such Eligible Assignee is already a Bank, the amount of
      its
      Commitment prior to such replacement), provided, further, that no Bank or
      other Person shall have any obligation to increase its Commitment or otherwise
      to replace, in whole or in part, any Bank or (b) remove such Bank without
      replacing it by (x) giving notice to such Bank and the Agent of such removal
      and
      (y) simultaneously with such notice paying to the Agent for the account of
      such
      Bank all principal owed to such Bank, all accrued interest, Commitment Fees
      and
      Letter of Credit fees owed to such Bank, all requested costs accruing to the
      date of removal which the Borrower is obligated to pay to such Bank under
      Section 8.04 and all other amounts owed by the Borrower to such Bank under
      this
      Agreement; provided that the Borrower may not remove a Bank pursuant to
      this clause (b) if the aggregate Commitments of all Banks so removed would
      exceed $150,000,000 or, if immediately after giving effect to such removal
      and
      payment, the aggregate Unused Revolving Credit Commitments of the Banks not
      so
      removed would be less than zero; provided further that if the Bank being
      replaced or removed pursuant to this sentence is an Issuing Bank, the Borrower
      shall take such steps (which may include delivery of cash collateral) requested
      by such Issuing Bank to fully protect such Issuing Bank from any loss, cost,
      expense or liability related to or in connection with any Letter of Credit
      issued by such Issuing Bank.  Upon satisfaction of the requirements
      for replacement set forth in the first sentence of this Section 2.17, payment
      to
      such Bank of the purchase price in immediately available funds by the Eligible
      Assignee replacing such Bank, execution of such Assignment and Acceptance by
      such Bank (which Bank shall execute such Assignment and Acceptance
      contemporaneously with or prior to the payment of all amounts required to be
      paid to it pursuant to this sentence), such Eligible Assignee and the Agent,
      the
      payment by the Borrower of all requested costs accruing to the date of purchase
      which the Borrower is obligated to pay
      under
      Section 8.04 and all other amounts owed by the Borrower to such Bank under
      this
      Agreement (other than Commitment Fees and Letter of Credit fees accrued for
      the
      account of such Bank and the principal of and interest on the Advances of such
      Bank purchased by such Eligible Assignee) and notice by the Borrower to the
      Agent that such payment has been made, such Eligible Assignee shall constitute
      a
      "Bank" hereunder with a Commitment as so specified and the Bank being so
      replaced shall no longer constitute a "Bank" hereunder except that the rights
      under Sections 2.08, 2.12, 2.13 and 8.04 of the Bank being so replaced shall
      continue with respect to events and occurrences occurring before or concurrently
      with its ceasing to be a "Bank" hereunder.  If, however, such Eligible
      Assignee fails to purchase such rights and interest on such specified date
      in
      accordance with the terms of such offer or such Eligible Assignee or the Agent
      fails to execute the relevant Assignment and Acceptance, the Borrower shall
      continue to be obligated to pay the increased costs to such Bank pursuant to
      Section 2.12 or the additional amounts pursuant to Section 2.13, as the case
      may
      be.  Upon satisfaction of the requirements for removal set forth in
      the first sentence of this Section 2.17, the Bank being so removed shall no
      longer constitute a "Bank" hereunder except that the rights under Sections
      2.08,
      2.12, 2.13 and 8.04 of the Bank being so removed shall continue with respect
      to
      events and occurrences occurring before or concurrently with its ceasing to
      be a
      "Bank" hereunder.  

     

    
      
        
        

      

      
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    2.18  Evidence
      of Indebtedness.  Each
      Bank shall maintain in accordance with its usual practice an account or accounts
      evidencing the indebtedness of the Borrower to such Bank resulting from each
      Advance owing to such Bank from time to time, including the amounts of principal
      and interest payable and paid to such Bank from time to time
      hereunder.  The Borrower agrees that upon notice by any Bank to the
      Borrower (with a copy of such notice to the Agent) to the effect that a
      promissory note or other evidence of indebtedness is required or appropriate
      in
      order for such Bank to evidence (whether for purposes of pledge, enforcement
      or
      otherwise) the Advances owing to, or to be made by, such Bank, the Borrower
      shall promptly execute and deliver to such Bank, with a copy to the Agent,
      a
      Note in substantially the form of Exhibit A  hereto, payable to the
      order of such Bank in a principal amount equal to the Revolving Credit
      Commitment of such Bank.  All references to Notes in the Loan
      Documents shall mean Notes, if any, to the extent issued hereunder.

     

    Section
      2.19  Increase in the Aggregate Revolving Credit
      Commitments.  (a)  Subject
      to Section 2.19(e), the Borrower may, at any time and from time to time prior
      to
      the latest Termination Date for any Bank, by notice to the Agent, request that
      the aggregate amount of the Revolving Credit Commitments be increased by an
      amount of $50,000,000 or an integral multiple of $10,000,000 in excess thereof
      (each a "Commitment Increase") to be effective as of a date that is at
      least 90 days prior to the latest Stated Termination Date for any Bank (the
      "Increase Date") as specified in the related notice to the Agent;
      provided, however that (i) in no event shall the aggregate amount of all
      increases effected pursuant to this Section 2.19 exceed $300,000,000 and (ii)
      on
      the date of any request by the Borrower for a Commitment Increase and on the
      related Increase Date, the applicable conditions set forth in Article III shall
      be satisfied.

     

    (b)
      The
      Agent shall promptly notify the Banks of a request by the Borrower for a
      Commitment Increase, which notice shall include (i) the proposed amount of
      such
      requested Commitment Increase, (ii) the proposed Increase Date and (iii) the
      date by which Banks wishing to participate in the Commitment Increase must
      commit to an increase in the amount of their respective Revolving Credit
      Commitments (the "Commitment Date").  Each Bank that is willing
      to participate in such requested Commitment Increase (each an "Increasing
      Lender") shall, in its sole discretion, give written notice to the Agent on
      or prior to the Commitment Date of the amount by which it is willing to increase
      its Revolving Credit Commitment.

     

    (c)  Promptly
      following each Commitment Date, the Agent shall notify the Borrower as to the
      amount, if any, by which Banks are willing to participate in the requested
      Commitment Increase.  If the aggregate amount by which Banks are
      willing to participate in any requested Commitment Increase on any such
      Commitment Date is less than the requested Commitment Increase, then the
      Borrower may extend offers to one or more Eligible Assignees to participate
      in
      any portion of the requested Commitment Increase that has not been committed
      to
      by Banks as of the applicable Commitment Date; provided, however, that the
      Revolving Credit Commitment of each such Eligible Assignee shall be in an amount
      of $10,000,000 or an integral multiple of $1,000,000 in excess
      thereof.  The Borrower, at its discretion, may withdraw its request
      for a Commitment Increase at any time prior to the Increase Date.

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    (d)  On
      each Increase Date, (i) each Eligible Assignee that accepts an offer to
      participate in a requested Commitment Increase in accordance with Section
      2.19(c) (each such Eligible Assignee, an "Assuming Lender") shall become
      a Bank party to this Agreement as of such Increase Date and (ii) the Revolving
      Credit Commitment of each Increasing Lender for such requested Commitment
      Increase shall be so increased by the amount allocated to such Bank as agreed
      between the Borrower and the Agent (not to exceed the amount by which such
      Bank
      was willing to increase its Revolving Credit Commitment (as specified in such
      Bank's relevant notice pursuant to Section 2.19(b)); provided,
however, that the Agent shall have received on or before such Increase
      Date the following, each dated such date:

     

    (i)           an
      assumption agreement from each Assuming Lender, if any, in form and substance
      satisfactory to the Borrower and the Agent (each an "Assumption
      Agreement"), duly executed by such Assuming Lender, the Agent and the
      Borrower; and

     

    (ii)          confirmation
      from each Increasing Lender of the increase in the amount of its Commitment
      in a
      writing satisfactory to the Borrower and the Agent.

     

    On
      each
      Increase Date, upon fulfillment of the conditions set forth in the immediately
      preceding sentence of this Section 2.19(d), the Agent shall notify the Banks
      (including, without limitation, each Assuming Lender) and the Borrower, on
      or
      before 1:00 P.M. (New York City time), by telecopier, of the occurrence of
      the
      Commitment Increase to be effected on such Increase Date and shall record in
      the
      Register the relevant information with respect to each Increasing Lender and
      each Assuming Lender on such date.  On the last day of the Interest
      Period in effect on any Increase Date, the Borrower shall make such Borrowings
      and prepayments as shall be necessary to cause the outstanding Advances to
      be
      ratable with the revised Commitments resulting from any non-ratable increase
      in
      the Commitments under this Section 2.19.

     

    (e)           Notwithstanding
      any other provision of this Section 2.19, no increase of any Commitment shall
      be
      effected pursuant to this Section 2.19 without the consent of the Agent and
      the
      Issuing Banks (which consents shall not be unreasonably withheld).

     

    Section
      2.20  New Issuing Banks.  From time to time, with the
      approval of the Agent (which approval shall not be unreasonably withheld),
      the
      Borrower may enter into an agreement with a Person that is not already an
      Issuing Bank hereunder pursuant to which such Person shall become an Issuing
      Bank hereunder, if (i) such agreement provides that such Person expressly agrees
      to perform in accordance with their terms all the obligations that by the terms
      of this Agreement are required to be performed by it as an Issuing Bank, (ii)
      such agreement sets forth such Person's Applicable Lending Office and the amount
      of its Letter of Credit Commitment (which information shall be recorded by
      the
      Agent in the Register) and (iii) a copy of such agreement is promptly delivered
      to the Agent.

     

    Section
      2.21  Extension of Commitments.  (a) The Borrower may
      request by notice (an "Extension Request Notice") to the Agent (which shall
      promptly notify the Banks), given during any period beginning on (and including)
      the day that is 75 days prior to an anniversary of the Effective Date and ending
      on (and including) the day that is 30 days prior to such anniversary, but in
      no
      event later than 30
      days
      prior to the latest Stated Termination Date for any Bank, that the Banks extend
      their respective Revolving Credit Commitments for an additional year;
provided that the Borrower may effectuate an extension pursuant to this
      Section 2.21 only two times; provided further that the Borrower agrees
      that it shall not make such request unless on the date of such request it has
      satisfied all conditions that would be required pursuant to Article III for
      a
      Revolving Credit Advance on such date (other than the giving of a Notice of
      Revolving Credit Borrowing).  If a Bank agrees, in its sole and
      absolute discretion, to so extend its Revolving Credit Commitment, it will
      give
      notice to the Agent of its decision to do so within the ten day period following
      the date of such Extension Request Notice.  Promptly following
      expiration of such ten day period, the Agent will notify the Borrower and the
      Banks of the Banks from which it has received such a notice agreeing to so
      renew
      ("Extending Banks").  Any failure by a Bank to so notify the
      Agent shall be deemed to be a decision by such Bank to not so extend its
      Revolving Credit Commitment (each a "Non-Extending
      Bank").  

     

    
      
        
        

      

      
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    (b)           If
      all Banks elect to so extend their respective Revolving Credit Commitments,
      the
      Stated Termination Date for each Bank shall automatically become the date that
      is one year following the Stated Termination Date for such Bank as in effect
      immediately prior to such extension.

     

    (c)           The
      Borrower shall have the right, on or before the anniversary of the Effective
      Date in respect of which an Extension Request Notice is given, to replace each
      Non-Extending Bank with, and add as "Banks" under this Agreement in place
      thereof, one or more Eligible Assignees (each, an "Additional Commitment
      Bank") as provided in Section 8.08, each of which Additional Commitment
      Banks shall have entered into an Assignment and Acceptance pursuant to which
      such Additional Commitment Bank shall, effective as of such anniversary,
      undertake a Revolving Credit Commitment (and, if any such Additional Commitment
      Bank is already a Bank, its Revolving Credit Commitment shall be in addition
      to
      any other Revolving Credit Commitment of such Bank hereunder on such
      date).

     

    (d)           If
      the Revolving Credit Commitments of the Extending Banks and the Additional
      Commitment Banks aggregate 50% or less of the aggregate Revolving Credit
      Commitments of all Banks, none of the Revolving Credit Commitments (including
      the Revolving Credit Commitment of any Extending Bank) will be extended and
      the
      Stated Termination Date for each Bank shall remain unchanged.

     

    (e)           If
      the Revolving Credit Commitments of the Extending Banks and the Additional
      Commitment Banks aggregate greater than 50% and less than 100% of the aggregate
      Revolving Credit Commitments of all Banks, (i) the Stated Termination Date
      for
      each Bank that is an Extending Bank or an Additional Commitment Bank shall
      automatically become the date that is one year following the Stated Termination
      Date for such Bank (or in the case of an Additional Commitment Bank that was
      not
      already a Bank with a Revolving Credit Commitment, one year following the Stated
      Termination Date of the Bank it replaced) as in effect immediately prior to
      such
      extension, (ii) the Stated Termination Date for each Bank that is a
      Non-Extending Bank shall remain unchanged and (iii) each Additional Commitment
      Bank shall thereupon become a "Bank" for all purposes of this Agreement with
      a
      Revolving Credit Commitment as contemplated by Section 2.21(c).

     

    (f)           The
      election by any Bank to renew at any time shall not obligate such Bank to renew
      at any other time, it being agreed that each election of any Bank to renew
      or
      not renew shall be made by such Bank in its sole and absolute discretion and
      that such discretion shall not be limited by any prior election to
      renew.

     

    (g)           The
      Borrower agrees to deliver to the Agent on each date that any extension pursuant
      to this Section 2.21 becomes effective a certificate of an officer of the
      Borrower to the effect that on such date the Borrower has satisfied all
      conditions that would be required pursuant to Article III for a Revolving Credit
      Advance on such date (other than the giving of a Notice of Revolving Credit
      Borrowing).

     

    Section
      2.22  Change in Control.  (a) If a Change in Control
      occurs, (i) the Borrower shall promptly notify the Agent (which shall promptly
      notify the Banks) of such occurrence and specify in such
      notice a date (the "Early Maturity Date") on which the matters referred to
      in
      clauses (ii) and (iii) of this Section 2.22(a) shall occur as to each Bank,
      at
      the option of such Bank, which date shall be any Business Day not earlier than
      60 days after, and not later than 90 days after, the Borrower gives such notice,
      (ii) any Bank may, at its sole option, elect to require the following to occur
      on the Early Maturity Date: (a) termination of its Revolving Credit Commitment,
      if any, (b) payment in full by the Borrower of all Obligations owed to such
      Bank, and (c) grant by the Borrower of a first priority perfected security
      interest in, and delivery by the Borrower to each Issuing Bank, for such Issuing
      Bank's sole benefit, of, an amount in Dollars and in same day funds equal to
      such Bank's Pro Rata Share of all outstanding Letters of Credit issued by such
      Issuing Bank, to be held as cash collateral by such Issuing Bank under the
      sole
      control and dominion of such Issuing Bank and subject to the terms of this
      Agreement; provided that any such election shall elect all (and not less
      than all) of the actions referred to in such clauses (a), (b) and (c), and
      (iii)
      any Issuing Bank may, at its sole option, elect to require the following to
      occur on the Early Maturity Date: (x) termination of its Letter of Credit
      Commitment, if any, (y) payment in full by the Borrower of all Obligations
      owed
      to such Issuing Bank, and (z) grant by the Borrower of a first priority
      perfected security interest in, and delivery by the Borrower to such Issuing
      Bank, for such Issuing Bank's sole benefit, of, an amount in Dollars and in
      same
      days funds equal to the Available Amount of all outstanding Letters of Credit
      issued by such Issuing Bank (but without duplication of amounts, if any,
      delivered in respect of such Letters of Credit pursuant to Section
      2.22(a)(ii)(c)), to be held as cash collateral by such Issuing Bank under the
      sole control and dominion of such Issuing Bank and subject to the terms of
      this
      Agreement; provided that any such election shall elect all (and not less than
      all) of the actions referred to in such clauses (x), (y) and (z).  Any
      Bank that is also an Issuing Bank and elects to exercise its rights under clause
      (ii) or (iii) of this Section 2.22(a) shall elect to exercise its rights under
      both such clauses.  

     

    
      
        
        

      

      
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    (b)           Any
      Bank (an "Exercising Bank") may exercise its rights pursuant to Section
      2.22(a) by giving the Agent and the Borrower a written notice of such exercise
      not earlier than 20 days after, and not later than 40 days after, such Bank's
      receipt of a notice from the Agent under Section 2.22(a) (but the failure to
      so
      exercise such rights in respect of any Change in Control shall not impair the
      exercise of any such rights in respect of any other Change in
      Control).

     

    (c)           On
      the relevant Early Maturity Date, each Exercising Bank's Revolving Credit
      Commitment shall terminate, and the Borrower shall (i) pay in full all
      Obligations owed to such Bank hereunder, including all of such Bank's
      outstanding Advances together with interest thereon accrued to such Early
      Maturity Date and any amounts payable pursuant to subsection 8.04(b), all
      Commitment Fees, Letter of Credit fees and Utilization Fees accrued to such
      Early Maturity Date with respect to such Bank's Revolving Credit Commitment
      and
      all amounts then owing to such Bank pursuant to Sections 2.08, 2.12, 2.13 and
      8.04, (ii) grant the security interest and deliver to the relevant Issuing
      Banks
      the respective amounts contemplated by clause (ii)(c) of Section 2.22(a) and
      (iii) if immediately after giving effect to such termination and payment, the
      sum of the aggregate Available Amount of all outstanding Letters of Credit
      plus
      the aggregate principal amount of all outstanding Letter of Credit Advances
      would exceed the Revolving Credit Facility, pay to the Agent in same day funds
      at the Agent's office, for deposit in the L/C Cash Collateral Account, an amount
      equal to such excess; provided that such termination of such Bank's Revolving
      Credit Commitment shall not occur until the requirements of clause (ii) of
      this
      sentence and this clause (iii) are satisfied, but effective as of the Early
      Maturity Date such Bank shall have no further obligation to make any Revolving
      Credit Advance, no obligation to make Letter of Credit Advances in respect
      of
      Letters of Credit issued after such Early Maturity Date and no obligation to
      purchase any share or portion of any Letter of Credit Advance in respect of
      Letters of Credit issued after such Early Maturity Date.  Upon
      termination of such Bank's Revolving Credit Commitment in accordance with this
      Section 2.22(c), such Bank shall cease to be a party hereto, except that (I)
      rights of such Bank under Sections 2.08, 2.12, 2.13 and 8.04 shall continue
      with
      respect to events and occurrences occurring before or on such Early Maturity
      Date, (II) the obligations of such Bank under Section 7.05 shall continue as
      to
      events, actions and circumstances arising on or prior to such Early Maturity
      Date and (III) such Bank shall be liable to each Issuing Bank for such Bank's
      ratable share of any
      loss
      incurred by such Issuing Bank as a result of in the collateral provided pursuant
      to this Section 2.22 to such Issuing Bank being inadequate for any reason,
      but
      no Issuing Bank, solely in its capacity as such, shall be liable to another
      Issuing Bank under this clause (III).  Nothing contained in this
      Section 2.22 shall impair the obligation of the Borrower to pay any amount
      owing
      to the Banks hereunder when due prior to an Early Maturity Date.

     

    (d)           On
      the relevant Early Maturity Date, such Exercising Bank's Letter of Credit
      Commitment shall terminate, and the Borrower shall (i) pay in full all
      Obligations owed to such Issuing Bank, including all of such Issuing Bank's
      outstanding Advances together with interest thereon accrued to such Early
      Maturity Date and any amounts payable pursuant to subsection 8.04(b), all Letter
      of Credit fees and all amounts then owing to such Issuing Bank pursuant to
      Sections 2.12, 2.13 and 8.04 and (ii) grant the security interest and deliver
      to
      such Issuing Bank the amount contemplated by clause (z) of Section
      2.22(a).  Nothing contained in this Section 2.22 shall impair the
      obligation of the Borrower to pay any amount owing to the Issuing Banks
      hereunder when due prior to an Early Maturity Date.

     

    
      
        
        

      

      
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    (e)           The
      Borrower shall have the right, on or before the Early Maturity Date, to replace
      each Exercising Bank with, and add as "Banks" under this Agreement in place
      thereof, one or more Eligible Assignees (each, an "Additional Change in
      Control Commitment Bank") as provided in Section 8.08, each of which
      Additional Change in Control Commitment Banks shall have entered into an
      Assignment and Acceptance pursuant to which such Additional Change in Control
      Commitment Bank shall, effective as of such Early Maturity Date, undertake
      a
      Revolving Credit Commitment or Letter of Credit Commitment, as the case may
      be
      (and, if any such Additional Change in Control Commitment Bank is already a
      Bank, its Revolving Credit Commitment or Letter of Credit Commitment, as the
      case may be, shall be in addition to any other Revolving Credit Commitment
      or
      Letter of Credit Commitment, as the case may be, of such Bank hereunder on
      such
      date).

     

    ARTICLE
      III

    CONDITIONS
      OF LENDING

     

    Section
      3.01  Conditions Precedent to Effectiveness.  This
      Agreement shall become effective on and as of the first date (the "Effective
      Date") on which the Agent shall have received a counterpart of this
      Agreement duly executed by the Borrower and a counterpart of, or a copy of
      a
      signature page to, this Agreement duly executed by all of the Banks and the
      following additional conditions precedent shall have been satisfied, except
      that
      Section 2.04(a) shall become effective as of the first date on which the Agent
      shall have received counterparts of (or, in the case of any Bank, a copy of
      a
      signature page to) this Agreement duly executed by the Borrower and all of
      the
      Banks:

     

    (a)  The
      Borrower shall have notified the Agent in writing as to the proposed Effective
      Date.

     

    (b)  The
      Agent shall have received on or before the Effective Date the following, each
      dated such day, in form and substance reasonably satisfactory to the
      Agent:

     

    (i)           The
      Notes to the order of the Banks to the extent requested by any Bank pursuant
      to
      Section 2.18.

     

    (ii)          Certified
      copies of the resolutions of the Board of Directors of the Borrower approving
      each Loan Document, and of all documents evidencing other necessary corporate
      or
      organizational action and governmental approvals, if any, with respect to each
      Loan Document.

     

    (iii)         A
      certificate of the secretary or an assistant secretary of the Borrower
      certifying the names and true signatures of the officers of the Borrower
      authorized to sign
      each
      Loan Document and the other documents to be delivered by the Borrower
      hereunder.

     

    (iv)         A
      certificate of an officer of the Borrower stating the respective ratings by
      each
      of S&P and Moody's of the senior unsecured long-term debt of the Borrower as
      in effect on the Effective Date.

     

    (v)          A
      certificate of an officer of the Borrower stating that all "Commitments" (as
      defined in the Existing Agreement) of the "Banks" (as defined in the Existing
      Agreement) have been terminated, no letter of credit is outstanding thereunder,
      no "Advances" (as defined in the Existing Agreement) are outstanding under
      the
      Existing Agreement, and all fees and other amounts known by the Borrower to
      be
      payable under the Existing Agreement have been paid in full.  Each
      Bank that is a party to the Existing Agreement waives the requirement of
      Section 2.05 of the Existing Agreement that notice of such termination be
      given at least three Business Days prior to such termination.

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

    (vi)         A
      favorable opinion of Bruce A. Metzinger, Assistant Secretary and Assistant
      General Counsel for the Borrower, in substantially the form of Exhibit C-1
      hereto.

     

    (vii)        A
      favorable opinion of Baker Botts LLP, counsel for the Borrower, in substantially
      the form of Exhibit C-2 hereto.

     

    (viii)       A
      favorable opinion of Bracewell & Giuliani LLP, counsel for the Agent, in
      form and substance satisfactory to the Agent.

     

    (c)  On
      the Effective Date, the following statements shall be true and the Agent shall
      have received a certificate signed by a duly authorized officer of the Borrower,
      dated the Effective Date, stating that:

     

    (i)           The
      representations and warranties contained in Section 4.01 are correct on and
      as
      of the Effective Date, and

     

    (ii)           No
      event has occurred and is continuing that constitutes a Default or an Event
      of
      Default.

     

    (d)  All
      accrued fees and reasonable out-of-pocket expenses of the Co-Lead Arrangers
      shall have been paid (including the reasonable fees and expenses of counsel
      to
      the Co-Lead Arrangers for which invoices have been submitted).

     

    (e)  The
      Borrower shall have paid all accrued fees and reasonable out-of-pocket expenses
      of the Agent (including reasonable fees and expenses of counsel for which
      invoices have been submitted).

     

    Section
      3.02  Conditions Precedent to Each Revolving Credit Advance, Each
      Commitment Increase and Each Issuance, Renewal and Increase of Each Letter
      of
      Credit.  The
      obligation of each Bank to make an Advance (other than a Letter of Credit
      Advance made by an Issuing Bank or a Revolving Credit Bank pursuant to
      Section 2.03(c)) (including, without limitation, the initial Revolving
      Credit Advance) and each Issuing Bank to issue or renew Letters of Credit
      (including the initial Letter of Credit), each Commitment Increase and each
      amendment of a Letter of Credit that has the effect of increasing the Available
      Amount of such Letter of Credit shall be subject to the conditions precedent
      that on the date of such Advance, such Commitment Increase or such issuance,
      renewal or increase of a Letter of Credit, the following statements shall be
      true (and each of the giving of the applicable Notice of Revolving Credit
      Borrowing, Notice of Issuance and Application for Letter of Credit, request
      for
      a Commitment Increase or request for increase of a Letter of Credit and the
      acceptance by the Borrower of the proceeds of such Advance or of such Commitment
      Increase, such Letter of Credit or of the renewal or increase of such Letter
      of
      Credit shall constitute a representation and warranty by the Borrower that
      on
      the date of such Advance, such Commitment Increase or such issuance, renewal
      or
      increase of a Letter of Credit such statements are true):

     

    (i)           the
      representations and warranties contained in Section 4.01 are correct on and
      as
      of the date of such Revolving Credit Advance, such Commitment Increase or such
      issuance, renewal or increase of a Letter of Credit (other than those
      representations and warranties contained in Section 4.01(e) and
      Section 4.01(f) and those other representations and warranties that
      expressly relate solely to a specific earlier date, which shall remain correct
      as of such earlier date) before and after giving effect to such Advance,
      Commitment Increase or issuance, renewal or increase and to the application
      of
      the proceeds therefrom, as though made on and as of such date,

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

    (ii)          no
      event has occurred and is continuing, or would result from such Advance, such
      Commitment Increase or such issuance, renewal or increase or from the
      application of the proceeds therefrom, which constitutes a Default or an Event
      of Default, and

     

    (iii)         there
      exists no request or directive issued by any governmental authority, central
      bank or comparable agency, injunction, stay, order, litigation or proceeding
      purporting to affect or calling into question the legality, validity or
      enforceability of any Loan Document or the consummation of any transaction
      (including any Advance or proposed Advance, Commitment Increase, proposed
      Commitment Increase, issuance, renewal or increase of a Letter of Credit or
      proposed issuance, renewal or increase of a Letter of Credit) contemplated
      hereby.

     

    Section
      3.03  Determinations Under Section 3.01.  For
      purposes of determining compliance with the conditions specified in Section
      3.01, the Agent, the Co-Lead Arrangers and each Bank shall be deemed to have
      consented to, approved or accepted or to be satisfied with each document or
      other matter required thereunder to be consented to or approved by or acceptable
      or satisfactory to such Persons unless an officer of the Agent responsible
      for
      the transactions contemplated by this Agreement shall have received notice
      from
      such Person prior to the date that the Borrower, by notice to the Agent,
      designates as the proposed Effective Date, specifying its objection
      thereto.  The Agent shall promptly notify the Banks and the Borrower
      of the occurrence of the Effective Date, which notice shall be conclusive and
      binding.

     

    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES

     

    Section
      4.01  Representations and Warranties of the
      Borrower.  The
      Borrower represents and warrants as follows:

     

    (a)  The
      Borrower and each of its Subsidiaries is duly organized, validly existing and
      in
      good standing under the laws of the jurisdiction of its organization and has
      all
      requisite organizational power and authority to own its properties, to conduct
      its business as now being conducted and to execute, deliver and perform each
      Loan Document to which it is or is to be a party, except for any failures to
      be
      so organized, existing, qualified to do business or in good standing
      or to have such power and authority as would not, individually or in the
      aggregate, have a Material Adverse Effect.

     

    (b)  The
      execution, delivery and performance by the Borrower of each Loan Document and
      the consummation of the transactions contemplated hereby (including, without
      limitation, each Revolving Credit Borrowing and issuance or renewal of a Letter
      of Credit hereunder and the use of the proceeds thereof) and the transactions
      contemplated thereby (i) are within the Borrower's corporate power, (ii) have
      been duly authorized by all necessary corporate action, and (iii) do not
      contravene (A) the Borrower's certificate of incorporation or by-laws, (B)
      any
      law, rule, regulation, order, writ, injunction or decree, or (C) any contractual
      restriction under any material agreements binding on or affecting the Borrower
      or any Subsidiary or any other contractual restriction the contravention of
      which would have a Material Adverse Effect.

     

    (c)  No
      authorization, approval, consent, license or other action by, and no notice
      to
      or filing with, any governmental authority, regulatory body or other Person
      is
      required for the due execution, delivery and performance by the Borrower of
      each
      Loan Document to which it is or is to be a party, or for the consummation of
      the
      transactions contemplated hereby (including, without limitation, each Revolving
      Credit Borrowing and issuance or renewal of a Letter of Credit hereunder and
      the
      use of the proceeds thereof) and the transactions contemplated thereby, except
      (i) consents, authorizations, filings and notices which have been obtained
      or
      made and are in full force and effect, (ii) approvals that would be required
      under agreements that are not material agreements and (iii) as otherwise
      permitted by the Loan Documents.

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

     

    (d)  This
      Agreement has been, and each other Loan Document when delivered hereunder will
      have been, duly executed and delivered by the Borrower and constitute legal,
      valid and binding obligations of the Borrower enforceable against the Borrower
      in accordance with their respective terms, except as such enforceability may
      be
      limited by any applicable bankruptcy, insolvency, reorganization, moratorium
      or
      similar law affecting creditors' rights generally.

     

    (e)  The
      Financial Statements referred to in clause (i) of the definition herein of
      Financial Statements have been reported on by KPMG LLP and fairly present in
      all
      material respects the consolidated financial position of the Borrower and its
      consolidated subsidiaries as at December 31, 2006 and the consolidated results
      of their operations and cash flows for the year then ended, all in accordance
      with GAAP.  The Financial Statements referred to in clause (ii) of the
      definition herein of Financial Statements fairly present in all material
      respects, subject to year-end audit adjustments and the absence of footnotes,
      the consolidated financial position of the Borrower and its consolidated
      subsidiaries as at March 31, 2007 and the consolidated results of their
      operations and cash flows for the three months then ended, all in accordance
      with GAAP.  Since December 31, 2006 through the date hereof there has
      been no material adverse change in the business, condition (financial or
      otherwise), operations, performance or properties of the Borrower and its
      Subsidiaries, taken as a whole, except as disclosed in any filing by the
      Borrower with the SEC on Form 10-K, Form 10-Q or Form 8-K not less than five
      days prior to the date hereof.

     

    (f)  As
      of the date hereof, except as disclosed in any filing by the Borrower with
      the
      SEC on Form 10-K, Form 10-Q or Form 8-K not less than five days prior to the
      date hereof, there is no litigation, investigation or proceeding pending or,
      to
      the Borrower's knowledge, threatened against or affecting the Borrower, any
      of
      its Subsidiaries or any of its or their respective rights or properties before
      any court or by or before any arbitrator or governmental department, commission,
      board, bureau, agency or instrumentality, domestic or foreign, (i) that could
      reasonably be expected to have a Material Adverse Effect or (ii) that in any
      manner draws into question or purports to affect any transaction contemplated
      hereby or the legality, validity, binding
      effect or enforceability of the Borrower's obligations or the rights and
      remedies of the Banks relating to this Agreement and the other Loan
      Documents.

     

    (g)  Neither
      the Borrower nor any Subsidiary is engaged in the business of extending credit
      for the purpose of purchasing or carrying margin stock (within the meaning
      of
      Regulation U).  Following the application of the proceeds of each
      Advance and each Letter of Credit, (i) not more than 25% of the value of the
      assets of the Borrower that are subject to any arrangement with the Agent or
      any
      Bank (herein or otherwise) whereby the Borrower's right or ability to sell,
      pledge or otherwise dispose of assets is in any way restricted (or pursuant
      to
      which the exercise of any such right is or may be cause for accelerating the
      maturity of all or any portion of the Advances or any other amount payable
      hereunder or under any such other arrangement), will be margin stock (within
      the
      meaning of Regulation U); and (ii) not more than 25% of the value of the assets
      of the Borrower and its Subsidiaries that are subject to any arrangement with
      the Agent  or any Bank (herein or otherwise) whereby the right or
      ability of the Borrower or any of its Subsidiaries to sell, pledge or otherwise
      dispose of assets is in any way restricted (or pursuant to which the exercise
      of
      any such right is or may be cause for accelerating the maturity of all or any
      portion of the Advances or any other amount payable hereunder or under any
      such
      other arrangement), will be any such margin stock.  No proceeds of any
      Advance or any Letter of Credit will be used in any manner that is not permitted
      by Section 5.02.

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

     

    (h)  The
      Borrower is not an "investment company", or a company "controlled" by an
      "investment company", within the meaning of the Investment Company Act of 1940,
      as amended.

     

    (i)  No
      statement or information contained in this Agreement or any other document,
      certificate or statement furnished to the Agent or the Banks by or on behalf
      of
      the Borrower for use in connection with the transactions contemplated by this
      Agreement or the Notes (as modified or supplemented by other information
      furnished) contains as of the date such statement, information, document or
      certificate was so furnished any untrue statement of a material fact or omitted
      to state a material fact necessary in order to make the statements contained
      herein or therein not misleading in light of the circumstances under which
      they
      were made; provided, however, that, with respect to any such
      information, exhibit or report consisting of statements, estimates, pro forma
      financial information, forward-looking statements and projections regarding
      the
      future performance of the Borrower or any of its Subsidiaries
      ("Projections"), no representation or warranty is made other than that
      such Projections have been prepared in good faith based
      upon assumptions believed to be reasonable at the
      time.

     

    (j)  Neither
      the Borrower nor any of its Subsidiaries is in violation of any laws relating
      to
      terrorism or money laundering, including, without limitation, the Patriot Act,
      except to the extent such violation could not reasonably be expected to have
      a
      Material Adverse Effect.

     

    ARTICLE
      V

    COVENANTS
      OF THE BORROWER

     

    Section
      5.01 Affirmative Covenants.  So
      long as any Advance or any other amount payable by the Borrower hereunder or
      under any other Loan Document shall remain unpaid, any Letter of Credit shall
      be
      outstanding or any Bank or Issuing Bank shall have any Commitment hereunder,
      the
      Borrower will, unless the Required Banks shall otherwise consent in
      writing:

     

    (a)  Compliance
      with Laws, Etc.  Comply, and cause each of its Subsidiaries to
      comply, with all applicable law, rules, regulations and orders (including,
      without limitation, ERISA and environmental
      laws and permits) except to the extent that failure to so comply (in the
      aggregate for all such failures) could not reasonably be expected to have a
      Material Adverse Effect.

     

    (b)
      Preservation of Corporate or Organizational Existence,
      Etc.  (i) Preserve and maintain and cause each of its Subsidiaries
      to preserve and maintain (unless, in the case of any
      Subsidiary, the Borrower or such Subsidiary determines that such preservation
      and maintenance is no longer necessary in the conduct of the business of the
      Borrower and its Subsidiaries, taken as a whole), its corporate or
      organizational existence, rights (charter and statutory), franchises, permits,
      licenses, approvals and privileges in the jurisdiction of its organization;
      provided, however, that the Borrower and its Subsidiaries may
      consummate any merger, consolidation conveyance, transfer, lease or disposition
      permitted under Section 5.02(b); and providedfurther that neither
      the Borrower nor any of its Subsidiaries shall be required to preserve any
      right, permit, license, approval, privilege, franchise or, solely in the case
      of
      Subsidiaries, existence, if the failure to do so would not, individually or
      in
      the aggregate, reasonably be expected to have a Material Adverse Effect and
      (ii)
      qualify and remain qualified and cause each of its Subsidiaries to qualify
      and
      remain qualified, as a foreign organization in each jurisdiction in which
      qualification is necessary or desirable in view of its business and operations
      or the ownership of its Properties, except where the failure to so qualify
      or
      remain qualified could not, individually or in the aggregate, reasonably be
      expected to give rise to a Material Adverse Effect.

     

    (c)  Payment
      of Taxes, Etc.  Pay and discharge, and cause each of its
      Subsidiaries to pay and discharge, within 90 days after becoming due or, in
      the
      case of taxes, assessments, charges and like levies, if later, prior to the
      date
      on which penalties are imposed for such unpaid taxes, assessments, charges
      and
      like levies (i) all taxes, assessments, charges and like levies levied or
      imposed upon it or upon its income, profits or Property and (ii) all lawful
      claims that, if unpaid, might by law become a Lien upon its Property;
provided that neither the Borrower nor any Subsidiary shall be required
      to pay and discharge any such tax, assessment, charge, levy or claim if (1)
      the
      failure to do so (in the aggregate for all such failures) could not reasonably
      be expected to have a Material Adverse Effect or (2) the same is being contested
      in good faith and by appropriate proceedings and reserves, if required by GAAP,
      have been established in conformity with GAAP.

     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

     

    (d)  Reporting
      Requirements.  Furnish to the Agent:

     

    (i)           not
      later than 60 days after the end of each of the first three quarters of each
      fiscal year of the Borrower, (1) the consolidated balance sheet of the Borrower
      and its consolidated subsidiaries as at the end of such quarter and the
      consolidated statements of income and cash flows of the Borrower and its
      consolidated subsidiaries for the period commencing at the end of the previous
      fiscal year and ending with the end of such quarter, all in reasonable detail,
      (2) a copy of the Borrower's Form 10-Q for such quarter as filed with the SEC
      and (3) a certificate of a Responsible Officer of the Borrower as to compliance
      with the terms of this Agreement;

     

    (ii)          not
      later than 120 days after the end of each fiscal year of the Borrower, (1)
      copies of the audited consolidated balance sheet of the Borrower and its
      consolidated subsidiaries as at the end of such fiscal year and audited
      consolidated statements of income, retained earnings and cash flows of the
      Borrower and its consolidated subsidiaries for such fiscal year, (2) a copy
      of
      the Borrower's Form 10-K for such year as filed with the SEC and (3) a
      certificate of a Responsible Officer of the Borrower as to compliance with
      the
      terms of this Agreement;

     

    (iii)         within
      five Business Days after filing with the SEC, copies of all registration
      statements (other than on Form S-8), proxy statements, Forms 8-K (other than
      press releases) and Schedules 13-D filed by, or in respect of, the Borrower
      or
      any of its Subsidiaries with the SEC;

     

    (iv)         as
      soon as possible, and in any event within ten days after any Responsible Officer
      has obtained knowledge of the occurrence of any Default or Event of Default,
      written notice thereof setting forth details of such Default or Event of Default
      and the actions that the Borrower has taken and proposes to take with respect
      thereto;

     

    (v)          promptly
      (and in any event within five Business Days) after any change in, or withdrawal
      or termination of, the rating of any senior unsecured long-term debt of the
      Borrower by S&P or Moody's, notice thereof;

     

    (vi)         promptly
      after the sending or filing thereof, copies of all reports that the Borrower
      sends to any of its holders of common stock; and

     

    (vii)        such
      other information as any Bank through the Agent may from time to time reasonably
      request.

     

    Information
      required to be delivered pursuant to Sections 5.01(d)(i) or 5.01(d)(ii) shall
      be
      deemed to have been delivered on the date on which the Borrower provides notice
      to the Agent that such information has been posted on the Borrower's website
      on
      the Internet at www.halliburton.com, at sec.gov/edaux/searches.htm or at another
      website identified in such notice and accessible by the Banks without charge;
      provided that the Borrower shall deliver paper copies of the information
      referred to in such Sections to the Agent for distribution to (x) any Bank
      to
      which the above referenced websites are for any reason not available if such
      Bank has so notified the Borrower and (y) any Bank that has notified the
      Borrower that it desires paper copies of all such information;
providedfurther that the Agent shall notify the Banks as provided
      in Section 8.02 of any materials delivered pursuant to this Section 5.01(d)
      (other than clauses (iii) and (vi) hereof).  Information required to
      be delivered pursuant to Sections 5.01(d)(iii) or 5.01(d)(vi) shall be deemed
      to
      have been delivered on the date when posted on a website as provided in the
      preceding sentence.

     

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

     

    (e)  Inspections.  At
      any reasonable time and from time to time, in each case upon reasonable notice
      to the Borrower and subject to any applicable restrictions or limitations on
      access to any facility or information that is classified or restricted by
      contract or by law, regulation or governmental guidelines, permit each Bank
      to
      visit and inspect the properties of the Borrower or any material Subsidiary
      of
      the Borrower, and to examine and make copies of and abstracts from the records
      and books of account of the Borrower and its material Subsidiaries and discuss
      the affairs, finances and accounts of the Borrower and its material Subsidiaries
      with its and their officers and independent accountants; provided, however,
      that
      advance notice of any discussion with such independent public accountants shall
      be given to the Borrower and the Borrower shall have the opportunity to be
      present at any such discussion.

     

    (f)  Keeping
      of Books.  Keep proper books of record and account, in which full
      and correct entries shall be made of all financial transactions and the assets
      and business of the Borrower and each Subsidiary in accordance with GAAP on
      a
      consolidated basis.

     

    (g)  Maintenance
      of Properties, Etc.  Maintain and preserve, and cause each of its
      material Subsidiaries to maintain and preserve, all of its material properties
      that are used or useful in the conduct of the business of the Borrower and
      its
      material Subsidiaries, taken as a whole, in good working order and condition,
      ordinary wear and tear excepted.

     

    (h)  Transactions
      with Affiliates.  Conduct, and cause each of its Subsidiaries to
      conduct, all transactions otherwise permitted under this Agreement with any
      of
      their Affiliates on terms that are fair and reasonable and, if a comparable
      arm's-length transaction is known by the Borrower, no less favorable to the
      Borrower or such Subsidiary than it would obtain in a comparable arm's-length
      transaction with a Person not an Affiliate; provided, however,
      that the foregoing restriction shall not apply to

     

    (i)           transactions
      between or among the Borrower and its Subsidiaries;

     

    (ii)          transactions
      or payments pursuant to any employment arrangements or employee, officer or
      director benefit plans or arrangements entered into by the Borrower or any
      of
      its Subsidiaries in the ordinary course of business;

     

    (iii)         to
      the extent permitted by law, customary loans, advances, fees and compensation
      paid to, and indemnity provided on behalf of, officers, directors, employees
      or
      consultants of the Borrower or any of its Subsidiaries;

     

    (iv)         transactions
      pursuant to any contract or agreement in effect on the date hereof, as the
      same
      may be amended, modified or replaced from time to time, so long as any such
      contract or agreement as so amended, modified or replaced is, taken as a whole,
      no less favorable to the Borrower and its Subsidiaries in any material respect
      than the contract or agreement as in effect on the date hereof; or

     

    (v)          any
      transaction or series of transactions between the Borrower or any Subsidiary
      and
      any of their joint ventures, provided that (a) such transaction or series
      of transactions is in the ordinary course of business and consistent with past
      practices of the Borrower, and/or its Subsidiaries and their joint ventures
      and
      (b) such Affiliate transaction involves aggregate consideration paid to such
      Affiliate not in excess of $35 million.

     

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

     

    Section
      5.02  Negative Covenants.  So long as any Advance or
      any other amount payable by the Borrower hereunder or under any other Loan
      Document shall remain unpaid, any Letter of Credit shall be outstanding or
      any
      Bank or Issuing Bank shall have any Commitment hereunder, the Borrower will
      not,
      without the written consent of the Required Banks:

     

    (a)  Liens,
      Etc.  (x) Create or suffer to exist, or permit any of its
      Subsidiaries to create or suffer to exist, any Lien on or with respect to any
      of
      its Properties whether now owned or hereafter acquired to secure Indebtedness
      or
      reimbursement obligations in respect of letters of credit, or (y) except for
      collateral assignments, which are governed by Section 5.02 (a)(x), assign,
      or
      permit any of its Subsidiaries to assign, any accounts or other right to receive
      income, except:

     

    (i)           Liens
      incurred pursuant to, and assignments made in connection with, Securitization
      Transactions;

     

    (ii)          Liens
      on or with respect to any of the properties of the Borrower and any of its
      Subsidiaries existing on the date hereof;

     

    (iii)         (A)
      Liens upon or in property acquired (including acquisitions through merger or
      consolidation) or constructed or improved by the Borrower or any of its
      Subsidiaries including general tangibles, proceeds and improvements, accessories
      and upgrades thereto and created contemporaneously with, or within 12 months
      after, such acquisition or the completion of construction or improvement to
      secure or provide for the payment
      of all or a portion of the purchase price of such property or the cost of
      construction or improvement thereof (including any Indebtedness incurred to
      finance such acquisition, construction or improvement), as the case may be
      and
      (B) Liens on property (including any unimproved portion of partially improved
      property) of the Borrower or any of its Subsidiaries created within 12 months
      of
      completion of construction of a new plant or plants on such property to secure
      all or part of the cost of such construction (including any Indebtedness
      incurred to finance such construction) if, in the opinion of the Borrower,
      such
      property or such portion thereof was prior to such construction substantially
      unimproved for the use intended by the Borrower; provided,
however, no such Lien shall extend to or cover any property other
      than
      the property being acquired, constructed or improved (including any unimproved
      portion of a partially improved property) including general intangibles,
      proceeds and improvements, accessories and upgrades thereto;

     

    (iv)         Liens
      arising in connection with capitalized leases, provided that no such Lien
      shall extend to or cover any assets other than the assets subject to such
      capitalized leases; and proceeds (including, without limitation, proceeds from
      associated contracts and insurances) of, and improvements, accessories and
      upgrades to, the property leased pursuant thereto;

     

    (v)          Any
      Lien existing on any property including general intangibles, proceeds and
      improvements, accessories and upgrades thereto prior to the acquisition
      (including acquisition through merger or consolidation) thereof by the Borrower
      or any of its Subsidiaries or existing on any property of any Person that
      becomes a Subsidiary after the date hereof prior to the time such Person becomes
      a Subsidiary, provided that such a Lien is not created in contemplation
      or in connection with such acquisition or such Person becoming a Subsidiary
      and
      no such Lien shall be extended to cover property other than the asset being
      acquired including general intangibles, proceeds and improvements, accessories
      and upgrades thereto;

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

     

    (vi)         Liens
      to secure any extension, renewal, refinancing, refunding or replacement (or
      successive extensions, renewals, refinancings, refundings or replacements),
      in
      whole or in part, of any Indebtedness or other obligation secured by any Lien
      referred to in the foregoing clauses (ii), (iii), (iv) and (v), provided
      that (A) the principal amount of the Indebtedness or other obligation secured
      thereby is no greater than the outstanding principal amount of such Indebtedness
      or other obligation immediately before such extension, renewal, refinancing,
      refunding or replacement and (B) such Lien shall only extend to such assets
      as
      are already subject to a Lien in respect of such Indebtedness or other
      obligation;

     

    (vii)        Liens
      arising in connection with the pledge of any Equity Interests in any joint
      venture (that is not a Subsidiary), and liens on the assets of a JV Subsidiary,
      in each case to secure Joint Venture Debt of such joint venture and/or such
      JV
      Subsidiary.  For purposes hereof, "Joint Venture Debt" shall
      mean Indebtedness and other obligations as to which the lenders will not,
      pursuant to the terms in the agreements governing such Indebtedness, have any
      recourse to the stock or assets of the Borrower or any Subsidiary, other than
      such pledged assets of such JV Subsidiary;

     

    (viii)       Liens
      arising in connection with the pledge of any Equity Interests in any Project
      Finance Subsidiary, so long as such Liens secure only Project
      Financing;

     

    (ix)          Liens
      securing other Indebtedness and reimbursement obligations in respect of letters
      of credit, provided that at the time of the creation, incurrence or
assumption
      of any Indebtedness or reimbursement obligations in respect of letters of credit
      secured by such Liens and after giving effect thereto, the sum of the principal
      amount of such Indebtedness and the maximum possible amount of reimbursement
      obligations in respect of letters of credit (assuming compliance at such time
      with all conditions to drawing) secured by Liens permitted by this clause (ix)
      shall not exceed 15% of Consolidated Net Worth as reflected in the most recent
      financial statements delivered pursuant to Section 5.01(d)(i) and
      (ii);

     

    (x)           Liens
      securing Indebtedness existing on the Effective Date and listed on Schedule
      5.02(a) (or securing any extension, renewal, refinancing, refunding or
      replacement (or successive extensions, renewals, refinancings, refundings or
      replacements), in whole or in part, of such Indebtedness, if the aggregate
      principal amount of such Indebtedness (as so extended, renewed, refinanced,
      refunded or replaced) is no greater than the outstanding principal amount of
      such Indebtedness immediately before such extension, renewal, refinancing,
      refunding or replacement), provided that the Obligations of the Borrower
      hereunder and under the other Loan Documents are secured equally and ratably
      with such Indebtedness and all extensions, renewals, refinancings, refundings
      and replacements, whether or not initial or successive and whether in or whole
      or in part, of such Indebtedness; and

     

    (xi)          Liens
      in favor of one or more Banks pursuant to Section 2.22 or Section
      6.02.

     

    (b)
      Mergers, Etc.  Merge or consolidate with or into, or convey,
      transfer, lease or otherwise dispose of (whether in one transaction or in a
      series of transactions, all or substantially all of its assets (whether now
      owned or hereafter acquired) to, any Person; provided, however,
      that (i) this Section 5.02(b) shall not prohibit any such merger or
      consolidation if (1) at the time of, and immediately after giving effect to,
      such merger or consolidation, no Default or Event of Default exists or would
      result therefrom, and (2) either (I) the Borrower is the surviving corporation
      in such merger or consolidation or (II) if the Borrower is not the surviving
      corporation, the survivor shall be an entity organized and existing under the
      laws of the United States or a state thereof and, as the successor in such
      consolidation or merger, shall have assumed all Obligations and other
      liabilities of the Borrower under the Loan Documents, and (ii) any
      Subsidiary of the Borrower may transfer assets to, or merge into or consolidate
      with, the Borrower, any other Subsidiary of the Borrower or any Person that
      becomes a Subsidiary of the Borrower as a result of any such merger or
      consolidation; provided, however, that (x) at the time of, and
      immediately after giving effect to, such transfer, merger or consolidation,
      no
      Default of Event of Default exists or would result therefrom and (y) if the
      Borrower is a party to any such merger or consolidation, either (I) the Borrower
      shall be the surviving corporation or (II) if the Borrower is not the surviving
      corporation, the survivor shall be an entity organized and existing under the
      laws of the United States or a state thereof and, as the successor in such
      consolidation or merger, shall have assumed all Obligations and other
      liabilities of the Borrower under the Loan Documents.

     

    
      
        
        

      

      
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    (c)
      Use of Proceeds.  Use the proceeds of any Advance or any Letter
      of Credit for any purpose other than for general corporate purposes of the
      Borrower or use any such proceeds (i) in a manner which violates or results
      in a
      violation of any law or regulation, (ii) to purchase or carry any margin stock
      (as defined in Regulation U), except that this clause (ii) shall not prohibit
      the Borrower from using proceeds of the Advances to purchase its own common
      stock, (iii) to extend credit to others for the purpose of purchasing or
      carrying any margin stock (as defined in Regulation U), or (iv) to acquire
      any
      equity security of a class which is registered pursuant to Section 12 of the
      Securities Exchange Act of 1934, as amended, if such acquisition would give
      the
      Borrower a controlling interest in the Person that has issued such security,
      unless the board of directors
      or equivalent governing body of such Person or of the parent of such Person
      shall have approved such acquisition.

     

    ARTICLE
      VI

    EVENTS
      OF
      DEFAULT

     

    Section
      6.01  Events of Default.  If any of the following
      events ("Events of Default") shall occur and be continuing:

     

    (a)  (i)
      The Borrower shall fail to pay any principal of any Advance when the same
      becomes due and payable, whether at the due date thereof or by acceleration
      thereof or otherwise or (ii) the Borrower shall fail to pay any interest on
      any
      Advance or any fees hereunder or other amount payable hereunder, in each case
      under this clause (ii), within five Business Days of when the same becomes
      due
      and payable, whether at the due date thereof or by acceleration thereof or
      otherwise; or

     

    (b)  Any
      representation, warranty or certification made by the Borrower (or any of its
      Responsible Officers) herein pursuant to or in connection with any Loan Document
      or in any certificate or document furnished to any Bank pursuant to or in
      connection with any Loan Document, or any representation or warranty deemed
      to
      have been made by the Borrower pursuant to Section 3.02, shall prove to have
      been incorrect or misleading in any material respect when made or so deemed
      to
      have been made; or

     

    (c)
      (i)
      The Borrower shall fail to perform or observe any term, covenant or agreement
      contained in Section 5.01(b), 5.01(c) or 5.02 of this Agreement; or (ii) the
      Borrower shall fail to perform or observe any other term, covenant or agreement
      contained in this Agreement on its part to be performed or observed (other
      than
      any term, covenant or agreement covered by Section 6.01(a)) and, in each case
      under this clause (ii), such failure shall remain unremedied for 30 days after
      notice thereof shall have been given to the Borrower by the Agent or by any
      Bank; or

     

    (d)  (i)
      The Borrower or any material Subsidiary of the Borrower shall default in the
      payment when due (subject to any applicable grace period), whether by
      acceleration or otherwise, of any Indebtedness (other than the Advances (which
      are covered by Section 6.01(a)), Project Financing or Permitted Non-Recourse
      Indebtedness) (whether principal, interest, premium or otherwise) of, or
      directly or indirectly guaranteed by, the Borrower or any such material
      Subsidiary, as the case may be, in excess of $100,000,000 or (ii) the Borrower
      or any material Subsidiary of the Borrower shall default in the performance
      or
      observance of any obligation or condition with respect to any such Indebtedness
      (other than the Advances (which are covered by Section 6.01(a)), Project
      Financing or Permitted Non-Recourse Indebtedness) if the effect of such default
      is to accelerate the maturity of or require the posting of cash collateral
      with
      respect to any such Indebtedness or, in any case, any such Indebtedness shall
      become due prior to its stated maturity (other than by a regularly-scheduled
      required payment and mandatory prepayments from proceeds of asset sales, debt
      incurrence, excess cash flow, equity issuances and insurance proceeds);
providedthat for the avoidance of doubt the parties acknowledge
      and agree that (i) any payment required to be made under an assumption or other
      direct or contingent liability referred to in clause (c) of the definition
      herein of Indebtedness shall be due and payable at the time such payment is
      due
      and payable under the terms of such assumption or liability (taking into account
      any applicable grace period) and such payment shall not be deemed to have been
      accelerated or have become due as a result of the obligation assumed or for
      which the Borrower or any material Subsidiary of the Borrower is otherwise
      liable having become due and (ii) the conversion of the Convertible Notes shall
      not be a Default or Event of Default hereunder; or

     

    
      
        
        

      

      
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    (e)  The
      Borrower or any material Subsidiary of the Borrower shall be adjudicated a
      bankrupt or insolvent by a court of competent jurisdiction, or generally not
      pay
      its debts as such debts become due, or shall admit in writing its inability
      to
      pay its debts generally, or shall make a general assignment for the benefit
      of
      creditors; or any proceeding shall be instituted by or against the Borrower
      or
      any such material Subsidiary seeking to adjudicate it a bankrupt or insolvent,
      or seeking liquidation, winding up, reorganization, arrangement, adjustment,
      protection, relief or composition of it or its debts under any law relating
      to
      bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
      entry of an order for relief or the appointment of a receiver, trustee,
      custodian or other similar official for it or for any substantial part of its
      Property and, in the case of any such proceeding instituted against it (but
      not
      instituted by it), either such proceeding shall remain undismissed or unstayed
      for a period of 90 days, or any of the actions sought in such proceeding
      (including, without limitation, the entry of an order for relief against, or
      the
      appointment of a receiver, trustee, custodian or other similar official for,
      it
      or for any substantial part of its Property) shall occur; or the Borrower or
      any
      such material Subsidiary shall take any corporate or organizational action
      to
      authorize any of the actions set forth above in this subsection (e);
      or

     

    (f)  Any
      final, non-appealable judgment or order by a court of competent jurisdiction
      for
      the payment of money in excess of $100,000,000 over and above the amount of
      insurance coverage available from a financially sound insurer that has
      acknowledged coverage shall be rendered against the Borrower or any material
      Subsidiary of the Borrower and not discharged within 30 days after such order
      or
      judgment becomes final (or 60 days in the case of any foreign order or
      judgment); or any judgment, writ, warrant of attachment or execution or similar
      process shall be issued or levied against a substantial part of the property
      of
      the Borrower or any material Subsidiary of the Borrower and such judgment,
      writ,
      warrant of attachment or execution or similar process shall not be released,
      stayed, vacated or fully bonded within 30 days after its issue or levy (or
      60
      days in the case of any foreign judgment, writ, warrant or similar process);
      or

     

    (g)  The
      Borrower or any of its ERISA Affiliates shall both (1) incur liability in excess
      of $250,000,000 in the aggregate as a result of one or more of the
      following:  (i) the occurrence of any ERISA Event; (ii) the partial or
      complete withdrawal of the Borrower or any of its ERISA Affiliates from a
      Multiemployer Plan; or (iii) the reorganization or termination of a
      Multiemployer Plan and (2) fail to pay such liability within fifteen days of
      such incurrence; then,
      and
      in any such event, the Agent (i) shall at the request, or may with the consent,
      of the Required Banks, by notice to the Borrower, declare the obligation of
      each
      Bank to make Advances (other than Letter of Credit Advances by an Issuing Bank
      or a Bank pursuant to Section 2.03(c)) and of each Issuing Bank to issue
      Letters of Credit to be terminated, whereupon the same (and all of the
      Commitments) shall forthwith terminate, and (ii) shall at the request, or may
      with the consent, of the Required Banks, by notice to the Borrower, declare
      the
      Advances, all interest thereon and all other amounts payable under this
      Agreement to be forthwith due and payable, whereupon the Advances, all such
      interest and all such other amounts shall become and be forthwith due and
      payable, without presentment, demand, protest, notice of intent to accelerate,
      notice of acceleration or any other notice of any kind, all of which are hereby
      expressly waived by the Borrower; provided, however, that in the
      event of any actual or deemed entry of an order for relief with respect to
      the
      Borrower under the Bankruptcy Code, (A) the Commitment of each Bank and the
      obligation of each Bank to make Advances (other than Letter of Credit Advances
      by an Issuing Bank or a Bank pursuant to Section 2.03(c)) and of each
      Issuing Bank to issue Letters of Credit shall automatically be terminated,
      and
      (B) the Advances, all interest thereon and all other amounts payable under
      this
      Agreement shall automatically and immediately become and be due and payable,
      without presentment, demand, protest, notice of intent to accelerate, notice
      of
      acceleration, or any other notice of any kind, all of which are hereby expressly
      waived by the Borrower.

     

    
      
        
        

      

      
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    Section
      6.02  Actions in Respect of the Letters of Credit upon
      Default.  If any Event of Default shall have
      occurred and be continuing, the Agent may, or shall at the request of the
      Required Banks, irrespective of whether it is taking any of the actions
      described in Section 6.01 or otherwise, make demand upon the Borrower to,
      and forthwith upon such demand the Borrower will, pay to the Agent on behalf
      of
      the Banks in same day funds at the Agent's office designated in such demand,
      for
      deposit in the L/C Cash Collateral Account, an amount equal to the aggregate
      Available Amount of all Letters of Credit then outstanding.  If at any
      time the Agent determines that any funds held in the L/C Cash Collateral Account
      are subject to any right or claim of any Person other than the Agent and the
      Banks or that the total amount of such funds is less than the aggregate
      Available Amount of all Letters of Credit, the Borrower will, forthwith upon
      demand by the Agent, pay to the Agent, as additional funds to be deposited
      and
      held in the L/C Cash Collateral Account, an amount equal to the excess of
      (a) such aggregate Available Amount over (b) the total amount of
      funds, if any, then held in the L/C Cash Collateral Account that the Agent
      determines to be free and clear of all such rights and claims.  Upon
      the drawing of any Letter of Credit for which funds are on deposit in the L/C
      Cash Collateral Account, such funds shall be applied to reimburse the relevant
      Issuing Bank or the Banks, as applicable, to the extent permitted by applicable
      law. 

     

    ARTICLE
      VII

    THE
      AGENT

     

    Section
      7.01  Authorization and Action.  Each Bank hereby
      appoints and authorizes the Agent to take such action as Agent on its behalf
      and
      to exercise such powers under the Loan Documents as are delegated to the Agent
      by the terms hereof or of any other Loan Document, together with such powers
      and
      discretion as are reasonably incidental thereto.  As to any matters
      not expressly provided for by this Agreement (including, without limitation,
      enforcement or collection of the Notes), the Agent shall not be required to
      exercise any discretion or take any action, but shall be required to act or
      to
      refrain from acting (and shall be fully protected in so acting or refraining
      from acting) upon the instructions of the Required Banks and such instructions
      shall be binding upon all Banks and all holders of Notes; provided, however,
      that the Agent shall not be required to take any action which exposes the Agent
      to personal liability or which is contrary to any Loan Document or applicable
      law.  The Agent agrees to give to each Bank prompt notice of each
      notice given to it by the Borrower pursuant to the terms of this
      Agreement.

     

    Section
      7.02  Agent's Reliance, Etc.  Neither the Agent nor
      any of its directors, officers, agents or employees shall be liable for any
      action taken or omitted to be taken by it or them under or in connection with
      any Loan Document, except for their own gross negligence or willful
      misconduct.  Without limitation
      of the generality of the foregoing, the Agent: (i) may consult with legal
      counsel (including, without limitation, counsel for the Borrower), independent
      public accountants and other experts selected by it and shall not be liable
      for
      any action taken or omitted to be taken in good faith by it in accordance with
      the advice of such counsel, accountants or experts; (ii) makes no warranty
      or
      representation to any Bank and shall not be responsible to any Bank for any
      statements, warranties or representations (whether written or oral) made in
      or
      in connection with any of the Loan Documents or any other instrument or
      document; (iii) shall not have any duty to ascertain or to inquire as to the
      performance or observance of any of the terms, covenants or conditions of any
      of
      Loan Documents or any other instrument or document on the part of the Borrower
      or any Subsidiary of the Borrower or to inspect the Property (including the
      books and records) of the Borrower or any Subsidiary of the Borrower; (iv)
      shall
      not be responsible to any Bank for the due execution, legality, validity,
      enforceability, genuineness, sufficiency or value of any of the Loan Documents
      or any other instrument or document; and (v) shall incur no liability under
      or
      in respect of any of Loan Documents or any other instrument or document by
      acting upon any notice (including telephonic notice), consent, certificate
      or
      other instrument or writing (which may be by facsimile, telegram or telex)
      believed by it to be genuine and signed, given or sent by the proper party
      or
      parties.

     

    
      
        
        

      

      
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    Section
      7.03  The Agent and its Affiliates.  With respect to
      its Commitment, the Advances owed to it and the Notes issued to it, each Bank
      which is also the Agent shall have the same rights and powers under this
      Agreement as any other Bank and may exercise the same as though it were not
      the
      Agent; and the term "Bank" or "Banks" shall, unless otherwise expressly
      indicated, include any Bank serving as the Agent in its individual
      capacity.  Any Bank serving as the Agent and its affiliates may accept
      deposits from, lend money to, act as trustee under indentures of, accept
      investment banking engagements from and generally engage in any kind of business
      with, the Borrower, any Affiliate of the Borrower and any Person who may do
      business with or own securities of the Borrower or any Affiliate of the
      Borrower, all as if such Bank were not the Agent and
      without any duty to account therefor to the Banks.  In the event that
      Citibank or any of its affiliates shall be or become an indenture trustee under
      the Trust Indenture Act of 1939 (as amended, the "Trust Indenture Act")
      in respect of any securities issued or guaranteed by the Borrower, the parties
      hereto acknowledge and agree that any payment or property received in
      satisfaction of or in respect of any Obligation of the Borrower hereunder or
      under any other Loan Document by or on behalf of CNAI in its capacity as the
      Agent for the benefit of any Bank under any Loan Document (other than Citibank
      or an affiliate of Citibank) and which is applied in accordance with the Loan
      Documents shall be deemed to be exempt from the requirements of Section 311
      of
      the Trust Indenture Act pursuant to Section 311(b)(3) of the Trust Indenture
      Act.  

     

    Section
      7.04  Bank Credit Decision.  Each Bank acknowledges
      that it has, independently and without reliance upon the Agent or any other
      Bank
      and based on the Financial Statements and such other documents and information
      as it has deemed appropriate, made its own credit analysis and decision to
      enter
      into this Agreement.  Each Bank also acknowledges that it will,
      independently and without reliance upon the Agent or any other Bank and based
      on
      such documents and information as it shall
      deem appropriate at the time, continue to make its own
      credit decisions in taking or not taking action under the Loan Documents or
      any
      other instrument or document.

     

    Section
      7.05  Indemnification.  The Banks (other than the
      Issuing Banks) agree to indemnify the Agent (to the extent not promptly
      reimbursed by the Borrower), ratably according to the respective principal
      amounts of the Advances then held by each of such Banks (or if no Advances
      are
      at the time outstanding or if any Advances (other than Letter of Credit Advances
      held by an Issuing Bank) are held by Persons which are not such Banks, ratably
      according to either (a) the respective amounts of the Banks' Revolving Credit
      Commitments, or (b) if no Revolving Credit Commitments are at the time
      outstanding, the respective amounts of the Revolving Credit Commitments
      immediately prior to the time the Revolving Credit Commitments ceased to be
      outstanding), from and against any and all liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses and disbursements
      of any kind or nature whatsoever which may be imposed on, incurred by, or
      asserted against the Agent in any
      way
      relating to or arising out of any of the Loan Documents or any other instrument
      or document furnished pursuant hereto or in connection herewith, or any action
      taken or omitted by the Agent under any of the Loan Documents or any other
      instrument or document furnished pursuant hereto or in connection herewith
      ("Indemnified Costs"); provided that no Bank shall be liable for any portion
      of
      such liabilities, obligations, losses, damages, penalties, actions, judgments,
      suits, costs, expenses or disbursements resulting from the Agent's gross
      negligence or willful misconduct as found in a final, non-appealable judgment
      by
      a court of competent jurisdiction.  Without limitation of the
      foregoing, each Bank (other than the Issuing Banks) agrees to reimburse the
      Agent promptly upon demand for such Bank's ratable share of any costs and
      expenses (including, without limitation, counsel fees) incurred by the Agent
      in
      connection with the preparation, execution, delivery, administration,
      modification, amendment or enforcement (whether through negotiations, legal
      proceedings or otherwise) of, or legal advice in respect of rights or
      responsibilities under, any of the Loan Documents or any other instrument or
      document furnished pursuant hereto or in connection herewith to the extent
      that
      the Agent is not reimbursed for such expenses by the Borrower.  In the
      case of any investigation, litigation or proceeding giving rise to any
      Indemnified Costs, this Section 7.05 applies whether any such
      investigation, litigation or proceeding is brought by the Agent, any other
      Agent, any Bank or a third party.

     

    
      
        
        

      

      
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    Section
      7.06  Successor Agent.  The Agent may resign at any
      time by giving written notice thereof to the Banks and the Borrower and may
      be
      removed at any time with or without cause by the Required Banks.  Upon
      any such resignation or removal, the Required Banks shall have the right to
      appoint a successor Agent which, if such successor Agent is not a Bank, is
      approved by the Borrower (which approval will not be unreasonably
      withheld).  If no successor Agent shall have been so appointed by the
      Required Banks (and, if not a Bank, approved by the Borrower), and shall have
      accepted such appointment, within 30 days after the retiring Agent's giving
      of
      notice of resignation or the Required Banks' removal of the retiring Agent,
      then
      the retiring Agent may, on behalf of the Banks, appoint a successor Agent,
      which
      shall be a commercial bank organized or licensed under the laws of the United
      States of America or of any State thereof and having a combined capital and
      surplus of at least $500,000,000.  Upon the acceptance of any
      appointment as Agent hereunder by a successor Agent, such successor Agent shall
      thereupon succeed to and become vested with all the rights, powers, privileges
      and duties of the retiring Agent, and the retiring Agent shall be discharged
      from its duties and obligations under this Agreement and the other Loan
      Documents.  After any retiring Agent's resignation or removal
      hereunder as Agent, the provisions of this Article VII shall inure to its
      benefit as to any actions taken or omitted to be taken by it while it was Agent
      under this Agreement.

     

    Section
      7.07  Co-Lead Arrangers, Syndication Agent, Co-Documentation
      Agents.  The Co-Lead Arrangers, Syndication Agent and
      Co-Documentation Agents shall have no duties, obligations or liabilities
      hereunder or in connection herewith.

     

    ARTICLE
      VIII

    MISCELLANEOUS

     

    Section
      8.01  Amendments, Etc.  No amendment or waiver of any
      provision of this Agreement or any Note, nor consent to any departure by the
      Borrower therefrom, shall in any event be effective unless the same shall be
      in
      writing and signed by the Required Banks, and then such waiver or consent shall
      be effective only in the specific instance and for the specific purpose for
      which given; provided, however, that no such amendment, waiver or consent
      shall:  (a) waive any of the conditions specified in Section 3.01
      without the written consent of each Bank, (b) increase the Commitment of any
      Bank or subject any Bank to any additional obligations without the written
      consent of such Bank, (c) reduce the principal of, or interest on, the Advances
      or any fees or other amounts payable hereunder, without the written consent
      of
      each Bank affected thereby, (d) postpone any date fixed for any payment of
      principal of, or interest on, the Advances or any fees or other amounts payable
      hereunder without the written consent of each Bank affected thereby, (e) amend
      the definition of "Required Banks" without the written consent of each Bank;
      or
      (f) amend Section 2.14 or this Section 8.01 without the written consent of
      each Bank; and provided, further,
      that (x) no amendment, waiver or consent shall, unless in writing and signed
      by
      the Agent in addition to the Banks required above to take such action, affect
      the rights or duties of the Agent under this Agreement or any of the Notes
      and
      (y) no amendment, waiver or consent shall, unless in writing and signed by
      each Issuing Bank in addition to the Banks required above to take such action,
      affect the rights or obligations of any Issuing Bank under this
      Agreement.

     

    
      
        
        

      

      
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    Section
      8.02  Notices, Etc.  (a) Except as otherwise
      provided
      in Section 8.02(b) or in the proviso to this Section 8.02(a), all notices and
      other communications provided for hereunder shall be in writing (including
      facsimile communication) and mailed, telecopied, or delivered (i) if to the
      Borrower, at its address at 1401 McKinney, Suite 2400, Houston, Texas 77010-4035
      Attention:  Treasurer, Facsimile: (713) 759-2686; (ii) if to any Bank
      listed on the signature pages hereof, at its Domestic Lending Office specified
      opposite its name on Schedule II hereto or as on file with the Agent; (iii)
      if
      to any other Banks, at its Domestic Lending Office specified in the Assignment
      and Acceptance pursuant to which it becomes a Bank; (iv) if to the Agent, at
      the
      addresses set forth below:

     

    Two
      Penns
      Way, Suite 200

    New
      Castle, Delaware 19720

    Facsimile
      No.: (302) 894-6120

    Attention:
      Bank Loan Syndications Department

     

    with
      a
      copy to:

     

    333
      Clay,
      Suite 3700

    Houston,
      Texas  77002

    Facsimile
      No.: (713) 654-2849

    Attention:
      Amy Pincu, Director

    


    (but
      references herein to the address of the Agent for purposes of payments or making
      available funds or for purposes of Section 8.08(c) shall not include the address
      to which copies are to be sent); or, as to the Borrower or the Agent, at such
      other address as shall be designated by such party in a written notice to the
      other parties and, as to each other party, at such other address as shall be
      designated by such party in a written notice to the Borrower and the Agent,
      provided that materials required to be delivered pursuant to Section
      5.01(d)(i), (ii), (iii) or (vi), unless delivered by posting to a website as
      provided in Section 5.01(d), shall be delivered to the Agent as specified in
      Section 8.02(b) or as otherwise specified to the Borrower by the
      Agent.  Each such notice or communication shall be effective (i) if
      mailed, upon receipt, (ii) if delivered by hand, upon delivery with written
      receipt, and (iii) if telecopied, when receipt is confirmed by telephone, except
      that any notice or communication to the Agent pursuant to this Agreement shall
      not be effective until actually received by the Agent.

     

    (b)           The
      Borrower hereby agrees that it will provide to the Agent all information,
      documents and other materials that it is obligated to furnish to the Agent
      pursuant to the Loan Documents, 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, (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)
      is
      delivered by posting to a website as provided in Section 5.01(d) (all such
      non-excluded communications being referred to herein collectively as
      "Communications"), by transmitting the Communications in an
      electronic/soft medium in a format acceptable to the Agent to
      oploanswebadmin@citigroup.com.  In addition, the Borrower agrees to
      continue to provide the Communications to the Agent in the manner specified
      in
      the Loan Documents but only to the extent requested
      by the Agent.  The Borrower further agrees that the Agent may make the
      Communications available to the Banks by posting the Communications on
      Intralinks or a substantially similar electronic transmission system (the
      "Platform").  The platform is provided "as is" and "as
      available".  The Agent Parties (as defined below) do not warrant the
      accuracy or completeness of the communications, or the adequacy of the Platform
      and expressly disclaim liability for errors or omissions in the
      communications.  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 the Agent Parties in
      connection with the Communications or the Platform.  In no event shall
      the Agent or any of its affiliates or any of their respective officers,
      directors, employees, agents, advisors or representatives (collectively,
      "Agent Parties") have any liability to
      the Borrower, any Bank or any other Person or entity for damages of any kind,
      including, without limitation, direct or indirect, special, incidental or
      consequential damages, losses or expenses (whether in tort, contract or
      otherwise) arising out of the Borrower's or the Agent's transmission of
      Communications through the internet, except to the extent the liability of
      any
      Agent Party is found in a final non-appealable judgment by a court of competent
      jurisdiction to have resulted primarily from such Agent Party's gross negligence
      or willful misconduct.  The Agent agrees that the receipt of
      the Communications by the Agent at its e-mail address set forth above shall
      constitute effective delivery of the Communications to the Agent for purposes
      of
      the Loan Documents.

     

    
      
        
        

      

      
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    (c)  Each
      Bank agrees that notice to it (as provided in the next sentence) (a
      "Notice") specifying that any Communications have been posted to the
      Platform shall constitute effective delivery of such information, documents
      or
      other materials to such Bank for purposes of this Agreement; provided
      that if requested by any Bank the Agent shall deliver a copy of the
      Communications to such Bank by email or facsimile.  Each Bank agrees
      (i) to notify the Agent in writing of such Bank's e-mail address to which a
      Notice may be sent by electronic transmission (including by electronic
      communication) on or before the date such Bank becomes a party to this Agreement
      (and from time to time thereafter to ensure that the Agent has on record an
      effective e-mail address for such Bank) and (ii) that any Notice may be sent
      to
      such e-mail address.

     

    (d)  Nothing
      herein shall prejudice the right of the Agent or any Bank to give any notice
      or
      other communication pursuant to any Loan Document in any other manner specified
      in such Loan Document.

     

    Section
      8.03  No Waiver; Remedies.  No failure on the part of
      any Bank or the Agent to exercise, and no delay in exercising, any right
      hereunder or under any Note shall operate as a waiver thereof; nor shall any
      single or partial exercise of any such right preclude any other or further
      exercise thereof or the exercise of any other right.  The remedies
      herein provided are cumulative and not exclusive of any remedies provided by
      law.

     

    Section
      8.04  Expenses and Taxes;
      Compensation.  (a)  The Borrower agrees to pay on demand
      (i) all reasonable out-of-pocket costs and expenses (including, without
      limitation, reasonable fees and expenses of counsel) of the Co-Lead Arrangers
      and the Agent and each of their respective affiliates in connection with the
      preparation, execution, delivery and administration of the Loan Documents and
      the other documents and instruments delivered hereunder or in connection with
      any amendments, modifications, consents or waivers in
      connection with the Loan Documents, (ii) all reasonable fees and expenses of
      counsel for the Co-Lead Arrangers and the Agent and, during the existence of
      any
      Event of Default, any Bank with respect to advising either Co-Lead Arranger
      or
      the Agent or, during the existence of any Event of Default, any Bank as to
      its
      rights and responsibilities under the Loan Documents and (iii) all reasonable
      out-of-pocket costs and expenses (including, without limitation, reasonable
      fees
      and expenses of counsel) of the Co-Lead Arrangers, the Agent and each Bank
      in
      connection with the enforcement (whether through negotiations, legal proceedings
      or otherwise) of the Loan Documents (including
      the enforcement of rights under this Section 8.04(a)) and the other documents
      and instruments delivered hereunder and rights and remedies hereunder and
      thereunder.

     

    (b)  If
      any payment or purchase of principal of, or Conversion of, any Eurodollar Rate
      Advance is made other than on the last day of the Interest Period for such
      Advance, as a result of a payment, purchase or Conversion pursuant to Section
      2.09, Section 2.10, Section 2.15, Section 2.16 or Section 2.17, acceleration
      of
      the maturity of the Advances pursuant to Section 6.01 or for any other reason,
      the Borrower shall, within 15 days after demand by any Bank (with a copy of
      such
      demand to the Agent), pay to the Agent for the account of such Bank any amounts
      required to compensate such Bank for any additional losses, costs or expenses
      which it may reasonably incur as a result of such payment, purchase or
      Conversion, including, without limitation, any loss (excluding loss of
      anticipated profits), cost or expense reasonably incurred by reason of the
      liquidation or reemployment of deposits or other funds acquired by any Bank
      to
      fund or maintain such Advance.  A certificate as to the amount of such
      additional losses, costs or expenses, submitted to the Borrower and the Agent
      by
      such Bank, shall be conclusive and binding for all purposes, absent manifest
      error.

     

    
      
        
        

      

      
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    (c)  The
      Borrower agrees to indemnify and hold harmless the Agent, the Banks, the Co-Lead
      Arrangers and their respective directors, officers, employees, affiliates,
      advisors, attorneys and agents (each, an "Indemnified
      Party") from and against any and all claims, damages,
      losses, liabilities and expenses (including, without limitation, fees and
      expenses of counsel) for which any of them may become liable or which may be
      incurred by or asserted against any of the Indemnified Parties in connection
      with or arising out of (i) any Loan Document or any other document or instrument
      delivered in connection herewith or the actual or proposed use of the proceeds
      of any Advance or Letter of Credit or any of the transactions contemplated
      hereby or thereby, (ii) the existence of any condition on any property of the
      Borrower or any of its Subsidiaries that constitutes a violation of any
      environmental protection law or any other law, rule, regulation or order, or
      (iii) any investigation, litigation, or proceeding, whether or not any of the
      Indemnified Parties is a party thereto, related to or in connection with any
      of
      the foregoing or any Loan Document, including, without limitation, any
      transaction in which any proceeds of any Advance or Letter of Credit are
      applied, including, without limitation, in each of the foregoing cases, any
      such
      claim, damage, loss, liability or expense resulting from the negligence of
      any
      Indemnified Party, but excluding any such claim, damage, loss, liability or
      expense sought to be recovered by any Indemnified Party to the extent such
      claim, damage, loss, liability or expense is found in a final, non-appealable
      judgment by a court of competent jurisdiction to have resulted from the gross
      negligence or willful misconduct of such Indemnified
      Party.

     

    (d)  Except
      as set forth in the next succeeding sentence, each of the Banks and the Agent
      and each of their respective directors, officers, employees, affiliates,
      advisors and agents shall not be liable to the Borrower for, and the Borrower
      agrees not to assert any claim for, amounts constituting special, indirect,
      consequential, punitive, treble or exemplary damages arising out of or in
      connection with any breach by such Bank or the Agent of any of its obligations
      hereunder.  If the Borrower becomes liable to a third party for
      amounts constituting punitive, treble or exemplary damages as a result of a
      breach of an obligation hereunder by a Bank or the Agent, as the case may be,
      the Borrower shall be entitled to claim and recover (and does not waive its
      rights to claim and recover) such amounts from such Bank or the Agent, as the
      case may be, to the extent such Bank or the Agent, as the case may be, would
      be
      liable to the Borrower for such amounts but for the limitation set forth in
      the
      preceding sentence.

     

    (e)  Without
      prejudice to the survival of any other agreement of the Borrower hereunder,
      all
      obligations of the Borrower under Section 2.12, Section 2.13 and this Section
      8.04 shall survive the termination of the Commitments and this Agreement and
      the
      payment in full of all amounts hereunder and under the Notes.

     

    Section
      8.05  Right of Set-Off.  Upon (i) the occurrence and
      during the continuance of any Event of Default and (ii) the making by the
      Required Banks of the request or the granting by the Required Banks of the
      consent specified by Section 6.01 to authorize the Agent to declare the Advances
      due and payable pursuant to the provisions of Section 6.01, each Bank 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 indebtedness at any
      time owing by such Bank (or by any branch, agency, subsidiary or other Affiliate
      of such Bank, wherever located) to or for the credit or the account of the
      Borrower against any and all of the obligations of the Borrower now or hereafter
      existing under this Agreement or any Note held by such Bank, whether or not
      such
      Bank shall have made any demand under this Agreement or any such Note and
      although such obligations may be unmatured.  Each Bank agrees promptly
      to notify the Borrower after any such set-off and application made by such
      Bank,
      provided that the failure to give such notice shall not affect the validity
      of
      such set-off and application.  The rights of each Bank under this
      Section are in addition to other rights and remedies (including, without
      limitation, other rights of setoff) which such Bank may have.

     

    
      
        
        

      

      
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    Section
      8.06  Limitation and Adjustment of
      Interest.  (a)  Notwithstanding anything to the contrary
      set forth herein, in any other Loan Document or in any other document or
      instrument, no provision of any of the Loan Documents or any other instrument
      or
      document furnished pursuant hereto or in connection herewith is intended or
      shall be construed to require the payment or permit the collection of interest
      in excess of the maximum non-usurious rate permitted by applicable
      law.  Accordingly, if the transactions with any Bank contemplated
      hereby would be usurious under applicable law, if any, then, in that event,
      notwithstanding anything to the contrary in any Note payable to such Bank,
      this
      Agreement or any other document or instrument, it is agreed as follows: (i)
      the
      aggregate of all consideration which constitutes interest under applicable
      law
      that is contracted for, taken, reserved, charged or received by such Bank under
      any Note payable to such Bank, this Agreement or any other document or
      instrument shall under no circumstances exceed the maximum amount allowed by
      such applicable law, and any excess shall be canceled
      automatically and, if theretofore paid, shall, at the
      option of such Bank, be credited by such Bank on the principal amount of the
      indebtedness owed to such Bank by the Borrower or refunded by such Bank to
      the
      Borrower, and (ii) in the event that the maturity of any Note payable to such
      Bank is accelerated or in the event of any required or permitted prepayment,
      then such consideration that constitutes interest under law applicable to such
      Bank may never include more than the maximum amount allowed by such applicable
      law and excess interest, if any, to such Bank provided for in this Agreement
      or
      otherwise shall be canceled automatically as of the date of such acceleration
      or
      prepayment and, if theretofore paid, shall, at the option of such Bank, be
      credited by such Bank on the principal amount of the indebtedness owed to such
      Bank by the Borrower or refunded by such Bank to the Borrower.  In
      determining whether or not the interest contracted for, taken, reserved, charged
      or received by any Bank exceeds the maximum non-usurious rate permitted by
      applicable law, such determination shall be made, to the extent that doing
      so
      does not result in a violation of applicable law, by amortizing, prorating,
      allocating and spreading, in equal parts during the period of the full stated
      term of the loans hereunder, all interest at any time contracted for, taken,
      charged, received or reserved by such Bank in connection with such
      loans.

     

    (b)  In
      the event that at any time the interest rate applicable to any Advance made
      by
      any Bank would exceed the maximum non-usurious rate allowed by applicable law,
      the rate of interest to accrue on the Advances by such Bank shall be limited
      to
      the maximum non-usurious rate allowed by applicable law, but shall accrue,
      to
      the extent permitted by law, on the principal amount of the Advances made by
      such Bank from time to time outstanding, if any, at the maximum non-usurious
      rate allowed by applicable law until the total amount of interest accrued on
      the
      Advances made by such Bank equals the amount of interest which would have
      accrued if the interest rates applicable to the Advances pursuant to Article
      II
      had at all times been in effect.  In the event that upon the final
      payment of the Advances made by any Bank and termination of the Revolving Credit
      Commitment of such Bank, the total amount of interest paid to such Bank
      hereunder and under the Notes is less than the total amount of interest which
      would have accrued if the interest rates applicable to such Advances pursuant
      to
      Article II had at all times been in effect, then the Borrower agrees to pay
      to
      such Bank, to the extent permitted by law, an amount equal to the excess of
      (a)
      the lesser of (i) the amount of interest which would have accrued on such
      Advances if the maximum non-usurious rate allowed by applicable law had at
      all
      times been in effect or (ii) the amount of interest which would have accrued
      on
      such Advances if the interest rates applicable to such Advances pursuant to
      Article II had at all times been in effect over (b) the amount of interest
      otherwise accrued on such Advances in accordance with this
      Agreement.

     

    Section
      8.07  Binding Effect.  This Agreement shall become
      effective as provided in Section 3.01 hereof and thereafter shall be binding
      upon and inure to the benefit of the Borrower and the Agent and each Bank and
      their respective successors and assigns, except that the Borrower shall not
      have
      the right to assign its rights or obligations hereunder or under any other
      Loan
      Document or any interest herein or therein without the prior written consent
      of
      all of the Banks.

     

    
      
        
        

      

      
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    Section
      8.08  Assignments and
      Participations.  (a)  Each Bank may assign to one or
      more banks or other entities all or a portion of its rights and obligations
      under this Agreement (including, without limitation, all or a portion of its
      Commitment, the Advances owing to it and the Notes held by it); provided,
      however, that (i) each such assignment shall be of a constant, and not a
      varying, percentage of all rights and obligations under this Agreement,
      (ii) except in the case of an assignment of all of a Bank's rights and
      obligations under this Agreement, the amount of the Commitment of the assigning
      Bank being assigned pursuant to each such assignment (determined as of the
      date
      of the Assignment and Acceptance with respect to such assignment) shall in
      no
      event be less than $5,000,000, (iii) each such assignment shall be to an
      Eligible Assignee, and (iv) the parties to each such assignment shall execute
      and deliver to the Agent, for its acceptance and recording in the Register,
      an
      Assignment and Acceptance, together with the Notes subject to such assignment
      and a processing and recordation fee of $3,000.  Upon such execution,
      delivery, acceptance and recording, from and after the effective date specified
      in each Assignment and Acceptance, (x) the assignee thereunder shall be a party
      hereto and, to the extent that rights and obligations hereunder have been
      assigned to it pursuant to such Assignment and Acceptance, have the rights
      and
      obligations of a Bank hereunder and (y) the Bank assignor thereunder shall,
      to
      the extent that rights and obligations hereunder have been assigned by it
      pursuant to such Assignment and Acceptance, relinquish its rights and be
      released from its obligations under this Agreement (and, in the case of an
      Assignment and Acceptance covering all of an assigning Bank's rights and
      obligations under this Agreement, such Bank shall cease to be a party
      hereto).

     

    (b)  By
      executing and delivering an Assignment and Acceptance, the Bank assignor
      thereunder and the assignee thereunder confirm to and agree with each other
      and
      the other parties hereto as follows: (i) other than as provided in such
      Assignment and Acceptance, such assigning Bank makes no representation or
      warranty and assumes no responsibility with respect to any statements,
      warranties or representations made in or in connection with any Loan Document
      or
      any other instrument or document furnished pursuant hereto or in connection
      herewith or the execution, legality, validity, enforceability, genuineness,
      sufficiency or value of any Loan Document or any other instrument or document
      furnished pursuant hereto or in connection herewith; (ii) such assigning Bank
      makes no representation or warranty and assumes no responsibility with respect
      to the financial condition of the Borrower or any other Person or the
      performance or observance by the Borrower or any other Person of any of its
      respective obligations under any Loan Document or any other instrument or
      document furnished pursuant hereto or in connection herewith; (iii) such
      assignee confirms that it has received a copy of this Agreement, together with
      copies of the Financial Statements and such other documents and information
      as
      it has deemed appropriate to make its own credit analysis and decision to enter
      into such Assignment and Acceptance; (iv) such assignee will, independently
      and
      without reliance upon the Agent, such assigning Bank or any other Bank and
      based
      on such documents and information as it shall deem appropriate at the time,
      continue to make its own credit decisions in taking or not taking action under
      this Agreement, any of the other Loan Documents or any other instrument or
      document; (v) such assignee confirms that it is an Eligible Assignee; (vi)
      such
      assignee appoints and authorizes the Agent to take such action as Agent on
      its
      behalf and to exercise such powers and discretion under the Loan Documents
      as
      are delegated to the Agent by the terms hereof or thereof, together with such
      powers and discretion as are reasonably incidental thereto; and (vii) such
      assignee agrees that it will perform in accordance with their terms all of
      the
      obligations which by the terms of this Agreement are required to be performed
      by
      it as a Bank.

     

    (c)  The
      Agent shall maintain at its address referred to in Section 8.02 a copy of each
      Assignment and Acceptance delivered to and accepted by it and a register for
      the
      recordation of the names and addresses of the Banks and the Commitment of,
      and
      the principal amount of the Revolving Credit Advances owing to, each Bank from
      time to time (the "Register").  The entries in the Register
      shall be conclusive and binding for all purposes, absent manifest error, and
      the
      Borrower, the Agent and the
      Banks
      may treat each Person whose name is recorded in the Register as a Bank hereunder
      for all purposes of this Agreement.  The Register shall be available
      for inspection by the Borrower or any Bank at any reasonable time and from
      time
      to time upon reasonable prior notice.

     

    
      
        
        

      

      
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    (d)  Upon
      its receipt of an Assignment and Acceptance executed by an assigning Bank and
      an
      assignee representing that it is an Eligible Assignee, together with the Notes,
      if any, subject to such assignment, the Agent shall, if such Assignment and
      Acceptance has been completed and is in substantially the form of Exhibit D,
      (i)
      accept such Assignment and Acceptance, (ii) record the information contained
      therein in the Register and (iii) give prompt notice thereof to the
      Borrower.  Within five Business Days after its receipt of such notice,
      the Borrower shall execute and deliver to the Agent in exchange for the
      surrendered Notes, if any, a new Note (if requested by the assignee) payable
      to
      the order of such Eligible Assignee in an amount equal to the Revolving Credit
      Commitment assumed by it pursuant to such Assignment and Acceptance (plus any
      Revolving Credit Commitment already held by it) and, if the assigning Bank
      has
      retained a Revolving Credit Commitment hereunder, a new Note payable to the
      order of the assigning Bank in an amount equal to the Revolving Credit
      Commitment retained by it hereunder (such new Notes shall be in an aggregate
      principal amount equal to the aggregate principal amount of such surrendered
      Notes, shall be dated the effective date of such Assignment and Acceptance
      and
      shall otherwise be in substantially the form of Exhibit A).

     

    (e)  Each
      Bank may sell participations to one or more banks or other entities (other
      than
      the Borrower or any of its Affiliates) in or to all or a portion of its rights
      and obligations under this Agreement (including, without limitation, all or
      a
      portion of its Commitment, the Advances owing to it and the Notes held by it);
      provided, however, that (i) such Bank's obligations under this
      Agreement (including, without limitation, its Commitment to the Borrower
      hereunder) shall remain unchanged, (ii) such Bank shall remain solely
      responsible to the other parties hereto for the performance of such obligations,
      (iii) such Bank shall remain the holder of any such Notes for all purposes
      of
      this Agreement, (iv) the Borrower, the Agent and the other Banks shall continue
      to deal solely and directly with such Bank in connection with such Bank's rights
      and obligations under this Agreement, and (v) the terms of any such
      participation shall not restrict such Bank's ability to make any amendment
      or
      waiver of this Agreement or any Note or such Bank's ability to consent to any
      departure by the Borrower therefrom without the approval of the participant,
      except that the approval of the participant may be required to the extent that
      such amendment, waiver or consent would reduce the principal of, or interest
      on,
      the Notes or any fees or other amounts payable hereunder, in each case to the
      extent subject to such participation, or postpone any date fixed for any payment
      of principal of, or interest on, the Notes or any fees or other amounts payable
      hereunder, in each case to the extent subject to such
      participation.

     

    (f)  Each
      Issuing Bank may assign to an Eligible Assignee all of its rights and
      obligations under the undrawn portion of its Letter of Credit Commitment at
      any
      time; provided, however, that (i) each such assignment shall be to
      an Eligible Assignee and (ii) the parties to each such assignment shall execute
      and deliver to the Agent, for its acceptance and recording in the Register,
      an
      Assignment and Acceptance, together with a processing and recordation fee of
      $3,500.

     

    (g)  Any
      Bank may, in connection with any assignment or participation or proposed
      assignment or participation pursuant to this Section 8.08, disclose to the
      assignee or participant or proposed assignee or participant, any information
      relating to the Borrower or any of its Subsidiaries furnished to such Bank
      by or
      on behalf of the Borrower or any of its Subsidiaries; provided that,
      prior to any such disclosure, the assignee or participant or proposed assignee
      or participant shall agree to comply with Section 8.14.

     

    (h)  Notwithstanding
      any other provision set forth in this Agreement, any Bank may at any time create
      a security interest in all or any portion of its rights under this Agreement
      (including, without limitation, the Revolving Credit Advances owing to it and
      the Note or Notes held by it) in favor of any Federal Reserve Bank in accordance
      with Regulation A of the Federal Reserve Board.

     

    
      
        
        

      

      
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    Section
      8.09  No Liability of Issuing Banks.  The Borrower
      assumes all risks of the acts or omissions of any beneficiary or transferee
      of
      any Letter of Credit with respect to its use of such Letter of
      Credit.  Neither any Issuing Bank nor any of its employees,
      affiliates, advisors, attorneys, agents, officers or directors shall be liable
      or responsible for: (a) the use that may be made of any Letter of Credit or
      any
      acts or omissions of any beneficiary or transferee in connection therewith;
      (b) the validity, sufficiency or genuineness of documents, or of any
      endorsement thereon, even if such documents should prove to be in any or all
      respects invalid, insufficient, fraudulent or forged; (c) payment by such
      Issuing Bank against presentation of documents that do not comply with the
      terms
      of a Letter of Credit, including failure of any documents to bear any reference
      or adequate reference to the Letter of Credit; or (d) any other
      circumstances whatsoever in making or failing to make payment under any Letter
      of Credit, except that the Borrower shall have a claim against such Issuing
      Bank, and such Issuing Bank shall be liable to the Borrower, to the extent
      of
      any direct, but not consequential, damages suffered by the Borrower that the
      Borrower proves were caused by (i) such  Issuing Bank's willful
      misconduct or gross negligence as determined in a final, non-appealable judgment
      by a court of competent jurisdiction in determining whether documents presented
      under any Letter of Credit comply with the terms of the Letter of Credit or
      (ii) such Issuing Bank's willful failure to make lawful payment under a
      Letter of Credit after the presentation to it of a draft and certificates
      strictly complying with the terms and conditions of the Letter of
      Credit.  In furtherance and not in limitation of the foregoing, such
      Issuing Bank may accept documents that appear on their face to be in order,
      without responsibility for further investigation, regardless of any notice
      or
      information to the contrary.

     

    Section
      8.10  Execution in Counterparts.  This Agreement may
      be executed in any number of counterparts and by different parties hereto in
      separate counterparts, each of which when so executed shall be deemed to be
      an
      original and all of which taken together shall constitute one and the same
      agreement.  Delivery of a copy of a signature page to this Agreement
      by facsimile shall be as effective as delivery of a manually executed
      counterpart of this Agreement.

     

    Section
      8.11  Judgment.  (a)  If for the purposes
      of obtaining judgment in any court it is necessary to convert a sum due
      hereunder in Dollars into another currency, the parties hereto agree, to the
      fullest extent that they may effectively do so, that the rate of exchange used
      shall be that at which in accordance with normal banking procedures the Agent
      could purchase Dollars with such other currency at Citibank's principal office
      in London at 11:00 A.M. (London time) on the Business Day preceding that on
      which final judgment is given.

     

    (b)  If
      for the purposes of obtaining judgment in any court it is necessary to convert
      a
      sum due hereunder in a Foreign Currency into Dollars, the parties agree to
      the
      fullest extent that they may effectively do so, that the rate of exchange used
      shall be that at which in accordance with normal banking procedures the Agent
      could purchase such Foreign Currency with Dollars at Citibank's principal office
      in London at 11:00 A.M. (London time) on the Business Day preceding that on
      which final judgment is given.

     

    (c
      )  The obligation of the Borrower in respect of any sum due from it in
      any currency (the "Primary Currency") to any Bank or the Agent hereunder
      shall, notwithstanding any judgment in any other currency, be discharged only
      to
      the extent that on the Business Day following receipt by such Bank or the Agent
      (as the case may be), of any sum adjudged to be so due in such other currency,
      such Bank or the Agent (as the case may be) may in accordance with normal
      banking procedures purchase the applicable Primary Currency with such other
      currency; if the amount of the applicable Primary Currency so purchased is
      less
      than such sum due to such Bank or the Agent (as the case may be) in the
      applicable Primary Currency, the Borrower agrees, as a separate obligation
      and
      notwithstanding any such judgment, to indemnify such Bank or the Agent (as
      the
      case may be) against such loss, and if the amount of the applicable Primary
      Currency so purchased exceeds such sum due to any Bank or the Agent (as the
      case
      may be) in the applicable Primary Currency, such Bank or the Agent (as the
      case
      may be) agrees to remit to the Borrower such excess.

     

    
      
        
        

      

      
        -49-

        
          

        

      

      
        
        

      

    

     

    Section
      8.12 Governing Law.  This Agreement and the Notes shall be
      governed by, and construed in accordance with, the laws of the State of New
      York. 

     

    Section
      8.13 Jurisdiction; Damages.  To the fullest extent it may
      effectively do so under applicable law, (i) each of the parties hereto hereby
      irrevocably and unconditionally submits, for itself and its Property, to the
      non-exclusive jurisdiction of any New York state court or federal court sitting
      in New York City, and any appellate court from any appeal thereof, in any action
      or proceeding arising out of
      or
      relating to this Agreement, any of the Notes, or any other instrument or
      document furnished pursuant hereto or in connection herewith 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 such action
      or proceeding may be heard and determined in any such court; (ii) each of the
      parties hereto hereby irrevocably and unconditionally waives the defense of
      an
      inconvenient forum to the maintenance of such action or proceeding and any
      objection that it may now or hereafter have to the laying of venue of any such
      action or proceeding in any such court; (iii) the Borrower hereby agrees that
      service of copies of the summons and complaint and any other process which
      may
      be served in any such action or proceeding may be made by mailing or delivering
      a copy of such process to the Borrower at its address specified in Section
      8.02;
      and (iv) 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 herein shall affect the rights of any Bank or the Agent
      to serve legal process in any other manner permitted by law or affect the right
      that any party hereto may otherwise have to bring any action or proceeding
      relating to this Agreement, any of the Notes or any other instrument or document
      furnished pursuant hereto or in connection herewith in the courts of any other
      jurisdiction.  Each of the Borrower, the Agent and the Banks hereby
      irrevocably and unconditionally waives, to the fullest extent it may effectively
      do so under applicable law, any right it may have to claim or recover in any
      action or proceeding referred to in this Section 8.13 any exemplary or punitive
      damages.  The Borrower hereby further irrevocably waives, to the
      fullest extent it may effectively do so under applicable law, any right it
      may
      have to claim or recover in any action or proceeding referred to in this Section
      8.13 any special or consequential damages.

     

    Section
      8.14  Confidentiality.  Each Bank agrees that it will
      use reasonable efforts, to the extent not inconsistent with practical business
      requirements, not to disclose without the prior consent of the Borrower (other
      than to employees, auditors, accountants, counsel or other professional advisors
      of the Agent or any Bank) any information with respect to the Borrower or its
      Subsidiaries which is furnished pursuant to this Agreement, provided that any
      Bank may disclose any such information (a) as has become generally available
      to
      the public, (b) as may be required or appropriate in any report, statement
      or
      testimony submitted to or required by any municipal, state or Federal regulatory
      body having or claiming to have jurisdiction over any Bank or its Affiliates
      or
      submitted to or required by the Federal Reserve Board or the Federal Deposit
      Insurance Corporation or similar organizations (whether in the United States
      or
      elsewhere) or their successors, and including any self-regulatory body having
      or
      claiming authority to regulate or oversee any aspect of any Bank's or its
      Affiliates' businesses, (c) as may be required or appropriate in response to
      any
      summons or subpoena in connection with any litigation, (d) in order to comply
      with any law, order, regulation or ruling applicable to any Bank, (e) to any
      assignee, participant, prospective assignee, or prospective participant that
      has
      agreed to comply with this Section 8.14, (f) in connection with the exercise
      of
      any remedy by any Bank pertaining to this Agreement, any of the Notes or any
      other document or instrument delivered in connection herewith, (g) in connection
      with any litigation involving any Bank pertaining to any Loan Document or any
      other document or instrument delivered in connection herewith, (h) to any Bank
      or the Agent, or (i) to any Affiliate of any Bank.

     

    Section
      8.15  Patriot Act Notice.  Each Bank and the Agent
      (for itself and not on behalf of any Bank) hereby notifies the Borrower that
      pursuant to the requirements of the Patriot Act, it is required
      to obtain, verify and record information that identifies
      the Borrower, which information includes the name and address of the Borrower
      and other information that will allow such Bank or the Agent, as applicable,
      to
      identify the Borrower in accordance with the Patriot Act.  The
      Borrower shall provide, to the extent commercially reasonable in light of
      applicable restrictions or limitations under contract or law, regulation or
      governmental guidelines, such information and take such actions as are
      reasonably requested by the Agent or any Banks in order to assist the Agent
      and
      the Banks in maintaining compliance with the Patriot
      Act.

     

    
      
        
        

      

      
        -50-

        
          

        

      

      
        
        

      

    

     

    Section
      8.16 Waiver of Jury Trial.  Each of the Borrower, the Agent and
      the Banks hereby irrevocably and unconditionally waives, to the fullest extent
      it may effectively do so under applicable law,
      any
      and all right to trial by jury in any action or proceeding arising out of or
      relating to this Agreement, any of the Notes, any other Loan Document or any
      other instrument or document furnished pursuant hereto or in connection herewith
      or the transactions contemplated hereby.

     

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

     

    
      
        	 	
                BORROWER:

              
	 	 
	 	
                HALLIBURTON
                  COMPANY

              
	 	 
	 	 
	 	
                By:
                  __________________________________________

              
	 	
                Name:

              
	 	
                Title:

              
	 	 
	 	
                Taxpayer
                  Identification of Borrower:  75-2677995

              
	 	 
	 	
                Address
                  of Principal Place of Business of Borrower:  1401 McKinney,
                  Suite 2400

              
	 	
                Houston,
                  Texas 77010-4035

              


      

      


      
        
          
          

        

        
          -51-

          
            

          

        

        
          
          

        

         

      

      
        	 	 
	 	
                CITICORP
                  NORTH AMERICA, INC., as Agent, as an Issuing Bank and as a
                  Bank

              
	 	 
	 	 
	 	
                By:
                  __________________________________________

              
	 	
                Name:

              
	 	
                Title:

              
	 	 


      

      


      
        
          
          

        

        
          -52-

          
            

          

        

        
          
          

        

         

      

      
        	 	 
	 	
                THE
                  ROYAL BANK OF SCOTLAND PLC, as an Issuing Bank and as a
                  Bank

              
	 	 
	 	 
	 	
                By:
                  __________________________________________

              
	 	
                Name:

              
	 	
                Title:

              


      

      


      
        
          
          

        

        
          -53-

          
            

          

        

         

        
          
          

        

      

      
        	 	
                ABN
                  AMRO BANK N.V., as an Issuing Bank

              
	 	
                and
                  as a Bank

              
	 	 
	 	 
	 	
                By:
                  __________________________________________

              
	 	
                Name:

              
	 	
                Title:

              


      

      


      
        
          
          

        

        
          -54-

          
            

          

        

         

        
          
          

        

      

      
        	 	
                HSBC
                  BANK USA, NATIONAL ASSOCIATION, as an Issuing Bank and as a
                  Bank

              
	 	 
	 	 
	 	
                By:
                  __________________________________________

              
	 	
                Name:

              
	 	
                Title:

              


      

      


      
        
          
          

        

        
          -55-

          
            

          

        

         

        
          
          

        

      

      
        	 	
                JPMORGAN
                  CHASE BANK, N.A., as an Issuing Bank

              
	 	
                and
                  as a Bank

              
	 	 
	 	 
	 	
                By:
                  __________________________________________

              
	 	
                Name:

              
	 	
                Title:

              


      

      


      
        
          
          

        

        
          -56-

          
            

          

        

         

        
          
          

        

      

      
        	 	
                THE
                  BANK OF TOKYO-MITSUBISHI UFJ, LTD. as a Bank

              
	 	 
	 	 
	 	
                By:
                  __________________________________________

              
	 	
                Name:

              
	 	
                Title:

              


      

      


      
        
          
          

        

        
          -57-

          
            

          

        

         

        
          
          

        

      

      
        	 	
                CREDIT
                  SUISSE, CAYMAN ISLANDS BRANCH, as a Bank

              
	 	 
	 	 
	 	
                By:
                  __________________________________________

              
	 	
                Name:

              
	 	
                Title:

              


      

      


      
        
          
          

        

        
          -58-

          
            

          

        

        
          
          

        

         

      

      
        	 	
                WILLIAM
                  STREET CREDIT CORP., as a Bank

              
	 	 
	 	 
	 	
                By:
                  __________________________________________

              
	 	
                Name:

              
	 	
                Title:

              


      

      


      
        
          
          

        

        
          -59-

          
            

          

        

        
          
          

        

         

      

      
        	 	
                LEHMAN
                  BROTHERS BANK, FSB, as a Bank

              
	 	 
	 	 
	 	
                By:
                  __________________________________________

              
	 	
                Name:

              
	 	
                Title:

              


      

      


      
        
          
          

        

        
          -60-

          
            

          

        

        
          
          

        

         

      

      
        	 	
                MORGAN
                  STANLEY BANK, as a Bank

              
	 	 
	 	 
	 	
                By:
                  __________________________________________

              
	 	
                Name:

              
	 	
                Title:

              


      

      


      
        
          
          

        

        
          -61-

          
            

          

        

        
          
          

        

      

      
        	 	
                UBS
                  LOAN FINANCE LLC, as a Bank

              
	 	 
	 	 
	 	
                By:
                  __________________________________________

              
	 	
                Name:

              
	 	
                Title:

              


      

      


      
        
          
          

        

        
          -62-

          
            

          

        

        
          
          

        

         

      

      
        	 	
                DEUTSCHE
                  BANK AG NEW YORK BRANCH, as a Bank

              
	 	 
	 	 
	 	
                By:
                  __________________________________________

              
	 	
                Name:

              
	 	
                Title:

              
	 	 
	 	 
	 	
                By:
                  __________________________________________

              
	 	
                Name:

              
	 	
                Title:

              
	 	 


      

      


      
        
          
          

        

        
          -63-

          
            

          

        

        
          
          

        

         

      

      
        	 	
                STANDARD
                  CHARTERED BANK, as a Bank

              
	 	 
	 	 
	 	
                By:
                  __________________________________________

              
	 	
                Name:

              
	 	
                Title:

              


      

      


      
        
          
          

        

        
          -64-

          
            

          

        

        
          
          

        

         

      

      
        	 	
                BANCO
                  BILBAO VIZCAYA ARGENTARIA, S.A., as a Bank

              
	 	 
	 	 
	 	
                By:
                  __________________________________________

              
	 	
                Name:

              
	 	
                Title:

              


      

      


      
        
          
          

        

        
          -65-

          
            

          

        

        
          
          

        

         

      

      
        	 	
                THE
                  BANK OF NOVA SCOTIA, as a Bank

              
	 	 
	 	 
	 	
                By:
                  __________________________________________

              
	 	
                Name:

              
	 	
                Title:

              


      

      


      
        
          
          

        

        
          -66-

          
            

          

        

        
          
          

        

         

      

      
        	 	
                MERRILL
                  LYNCH BANK USA, as a Bank

              
	 	 
	 	 
	 	
                By:
                  __________________________________________

              
	 	
                Name:

              
	 	
                Title:

              


      

      


      
        
          
          

        

        
          -67-

          
            

          

        

        
          
          

        

         

      

      
        	 	
                SUMITOMO
                  MITSUI BANKING CORPORATION, as a Bank

              
	 	 
	 	 
	 	
                By:
                  __________________________________________

              
	 	
                Name:

              
	 	
                Title:

              


      

      


      
        
          
          

        

        
          -68-

          
            

          

        

        
          
          

        

         

      

      
        	 	
                LLOYDS
                  TSB BANK, PLC, as a Bank

              
	 	 
	 	 
	 	
                By:
                  __________________________________________

              
	 	
                Name:

              
	 	
                Title:

              
	 	 
	 	 
	 	
                By:
                  __________________________________________

              
	 	
                Name:

              
	 	
                Title:

              
	 	 


      

      


      
        
          
          

        

        
          -69-

          
            

          

        

        
          
          

        

         

      

      
        	 	
                NORDEA
                  BANK NORGE ASA, as a Bank

              
	 	 
	 	 
	 	
                By:
                  __________________________________________

              
	 	
                Name:

              
	 	
                Title:

              


      

      


      
        
          
          

        

        
          -70-

          
            

          

        

        
          
          

        

         

      

      
        	 	
                STATE
                  STREET BANK AND TRUST COMPANY, as a Bank

              
	 	 
	 	 
	 	
                By:
                  __________________________________________

              
	 	
                Name:

              
	 	
                Title:

              


      

       

    

    
      
        
        

      

      
        -71-

        
          

        

      

      
        
        

      

    

     

    ANNEX
      A

    


    "Applicable
      Commitment Fee Rate" means, for any date, the rate per annum set forth in
      the table below under the heading "Applicable Commitment Fee Rate" opposite
      the
      debt rating from S&P and Moody's, respectively, in effect on such date for
      the senior unsecured long-term debt of the Borrower, with the higher of the
      two
      ratings to be determinative in the case where the ratings from S&P and
      Moody's would result in different Applicable Commitment Fee Rates;
provided, that if the debt rating from one of the Rating Agencies is more
      than one level below the debt rating from the other Rating Agency, then the
      debt
      rating one level below the higher of the two shall be used in determining the
      Applicable Commitment Fee Rate; provided further that (i) if only one
      Rating Agency has a rating in effect on such date for the senior unsecured
      long-term debt of the Borrower, then only such rating shall be used in
      determining the Applicable Commitment Fee Rate, and (ii) if neither Rating
      Agency has a rating in effect on such date for the senior unsecured long-term
      debt of the Borrower, then the lowest level (i. e., highest Applicable
      Commitment Fee Rate) shall be used in determining the Applicable Commitment
      Fee
      Rate:

     

    


    
      	
              S&P

            	
              Moody's

            	
              Applicable
                Commitment Fee Rate

            
	
              A+
                or higher

            	
              A1
                or higher

            	
              0.045%

            
	
              A

            	
              A2

            	
              0.055%

            
	
              A-

            	
              A3

            	
              0.065%

            
	
              BBB+

            	
              Baa1

            	
              0.075%

            
	
              BBB

            	
              Baa2

            	
              0.095%

            
	
              Lower
                than BBB

            	
              Lower
                than Baa2

            	
              0.13%

            


    

    


    


    "Applicable
      Margin" means, for any date, the rate per annum set forth in the table below
      opposite the debt rating from S&P and Moody's, respectively, in effect on
      such date for the senior unsecured long-term debt of the Borrower, with the
      higher of the two ratings to be determinative in the case where the ratings
      from
      S&P and Moody's would result in different Applicable Margins;
provided, that if the debt rating from one of the Rating Agencies is more
      than one level below the debt rating from the other Rating Agency, then the
      debt
      rating one level below the higher of the two shall be used in determining the
      Applicable Margin; provided further that (i) if only one Rating Agency
      has a rating in effect on such date for the senior unsecured long-term debt
      of
      the Borrower, then only such rating shall be used in determining the Applicable
      Margin, and (ii) if neither Rating Agency has a rating in effect on such date
      for the senior unsecured long-term debt of the Borrower, then the lowest level
      (i. e., highest Applicable Margin) shall be used in determining the Applicable
      Margin:

     

    
      
        
        

      

      
        -72-

        
          

        

      

      
        
        

      

    

     

    
      	
              S&P

            	
              Moody's

            	
              Base
                Rate Advances

            	
              Eurodollar
                Rate Advances

            
	
              A+
                or higher

            	
              A1
                or higher

            	
              0

            	
              0.15%

            
	
              A

            	
              A2

            	
              0

            	
              0.20%

            
	
              A-

            	
              A3

            	
              0

            	
              0.25%

            
	
              BBB+

            	
              Baa1

            	
              0

            	
              0.30%

            
	
              BBB

            	
              Baa2

            	
              0

            	
              0.40%

            
	
              lower
                than BBB

            	
              Lower
                than Baa2

            	
              0

            	
              0.60%

            


    

     

     

     -73-