Unassociated Document


    CONFORMED
COPY

     

    U.S.
$2,500,000,000

     

    REVOLVING
BRIDGE FACILITY CREDIT AGREEMENT

     

    Dated as
of July 23, 2008

     

    Among

     

    HALLIBURTON
COMPANY

     

    as
Borrower,

     

    THE BANKS
NAMED HEREIN

     

    as
Banks,

     

    and

     

    CITIBANK,
N.A.

     

    as
Agent,

     

    THE ROYAL
BANK OF SCOTLAND plc

     

    as
Syndication Agent,

     

    HSBC BANK
USA, NATIONAL ASSOCIATION

    as
Documentation Agent

     

    Co-Lead
Arrangers and Joint Book Running Managers:

     

    CITIGROUP
GLOBAL MARKETS INC.

     

    RBS
SECURITIES CORPORATION D/B/A RBS GREENWICH CAPITAL

     

    and

     

    HSBC
SECURITIES (USA) INC.

     

    


     


    
       

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

    Page

     

    ARTICLE I

     

    DEFINITIONS
AND ACCOUNTING TERMS

     

    
      	
              Section
      1.01

            	
              Certain
      Defined Terms 

            	
              1

            


    

    
      	
              Section
      1.02

            	
              Computation
      of Time Periods 

            	
              11

            


    

    
      	
              Section
      1.03

            	
              Accounting
      Terms; GAAP 

            	
              11

            


    

    
      	
              Section
      1.04

            	
              Miscellaneous 

            	
              11

            


    

    
      	
              Section
      1.05

            	
              Ratings 

            	
              11

            


    

     

    ARTICLE
II

     

    AMOUNTS
AND TERMS OF THE ADVANCES

     

    
      	
              Section
      2.01

            	
              The
      Advances 

            	
              12

            


    

    
      	
              Section
      2.02

            	
              Making
      the Advances

            	
              12

            


    

    
      	
              Section
      2.03

            	
              Fees 

            	
              13

            


    

    
      	
              Section
      2.04

            	
              Reduction
      of Commitments 

            	
              13

            


    

    
      	
              Section
      2.05

            	
              Repayment
      of Advances 

            	
              13

            


    

    
      	
              Section
      2.06

            	
              Interest 

            	
              13

            


    

    
      	
              Section
      2.07

            	
              Additional
      Interest on Eurodollar Rate Advances 

            	
              14

            


    

    
      	
              Section
      2.08

            	
              Interest
      Rate Determination 

            	
              14

            


    

    
      	
              Section
      2.09

            	
              Optional
      Prepayments 

            	
              15

            


    

    
      	
              Section
      2.10

            	
              Payments
      and Computations 

            	
              16

            


    

    
      	
              Section
      2.11

            	
              Increased
      Costs and Capital Requirements 

            	
              17

            


    

    
      	
              Section
      2.12

            	
              Taxes 

            	
              18

            


    

    
      	
              Section
      2.13

            	
              Sharing
      of Payments, Etc 

            	
              20

            


    

    
      	
              Section
      2.14

            	
              Illegality 

            	
              21

            


    

    
      	
              Section
      2.15

            	
              Conversion
      of Advances 

            	
              21

            


    

    
      	
              Section
      2.16

            	
              Replacement
      or Removal of Bank 

            	
              21

            


    

    
      	
              Section
      2.17

            	
              Evidence
      of Indebtedness 

            	
              22

            


    

    
      	
              Section
      2.18

            	
              Change
      in Control 

            	
              23

            


    

     

    ARTICLE
III

     

    CONDITIONS
OF LENDING

     

    
      	
              Section
      3.01

            	
              Conditions
      Precedent to Effectiveness 

            	
              23

            


    

    
      	
              Section
      3.02

            	
              Conditions
      Precedent to Each Advance 

            	
              25

            


    

    
      	
              Section
      3.03

            	
              Determinations
      Under Section 3.01 

            	
              26

            


    

     

    ARTICLE
IV

     

    REPRESENTATIONS
AND WARRANTIES

     

    
      	
              Section
      4.01

            	
              Representations
      and Warranties of the Borrower 

            	
              25

            


    

     

    ARTICLE
V

     

    COVENANTS
OF THE BORROWER

     

    
      	
              Section
      5.01

            	
              Affirmative
      Covenants 

            	
              27

            


    

    
      	
              Section
      5.02

            	
              Negative
      Covenants 

            	
              30

            


    

     

    ARTICLE
VI

     

    EVENTS OF
DEFAULT

     

    
      	
              Section
      6.01

            	
              Events
      of Default 

            	
              33

            


    


    
       

      
         


        
          

        

      

       

    


    
 

     

    ARTICLE
VII

     

    THE
AGENT

     

    
      	
              Section
      7.01

            	
              Authorization
      and Action 

            	
              35

            


    

    
      	
              Section
      7.02

            	
              Agent's
      Reliance, Etc 

            	
              35

            


    

    
      	
              Section
      7.03

            	
              The
      Agent and its Affiliates 

            	
              35

            


    

    
      	
              Section
      7.04

            	
              Bank
      Credit Decision 

            	
              36

            


    

    
      	
              Section
      7.05

            	
              Indemnification 

            	
              36

            


    

    
      	
              Section
      7.06

            	
              Successor
      Agent 

            	
              36

            


    

    
      	
              Section
      7.07

            	
              Co-Lead
      Arrangers, Syndication Agent, Documentation Agent 

            	
              37

            


    

     

    ARTICLE
VIII

     

    MISCELLANEOUS

     

    
      	
              Section
      8.01

            	
              Amendments,
      Etc 

            	
              37

            


    

    
      	
              Section
      8.02

            	
              Notices,
      Etc 

            	
              37

            


    

    
      	
              Section
      8.03

            	
              No
      Waiver; Remedies 

            	
              39

            


    

    
      	
              Section
      8.04

            	
              Expenses
      and Taxes; Compensation 

            	
              39

            


    

    
      	
              Section
      8.05

            	
              Right
      of Set-Off 

            	
              40

            


    

    
      	
              Section
      8.06

            	
              Limitation
      and Adjustment of Interest 

            	
              41

            


    

    
      	
              Section
      8.07

            	
              Binding
      Effect 

            	
              41

            


    

    
      	
              Section
      8.08

            	
              Assignments
      and Participations 

            	
              42

            


    

    
      	
              Section
      8.09

            	
              Execution
      in Counterparts 

            	
              43

            


    

    
      	
              Section
      8.10

            	
              Judgment 

            	
              43

            


    

    
      	
              Section
      8.11

            	
              Governing
      Law 

            	
              44

            


    

    
      	
              Section
      8.12

            	
              Jurisdiction;
      Damages 

            	
              44

            


    

    
      	
              Section
      8.13

            	
              Confidentiality 

            	
              45

            


    

    
      	
              Section
      8.14

            	
              Patriot
      Act Notice 

            	
              45

            


    

    
      	
              Section
      8.15

            	
              Waiver
      of Jury Trial 

            	
              45

            


    


    
       

      
         


        
          

        

      

       

    
 

     

    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        -   Form of Notice of
Borrowing

     

    Exhibit
C-1         -   Form of Opinion of Bruce A.
Metzinger

     

    Exhibit
C-2                     -           Form
of Opinion of Baker Botts L.L.P. counsel to the Borrower

     

    Exhibit
D         -         
Form of Assignment and Acceptance

     

    


     

    


     

    


     


    
       

      
         


        
          

        

      

       

    


    REVOLVING
BRIDGE FACILITY CREDIT AGREEMENT

     

    Dated as
of July 23, 2008

     

    Halliburton
Company, a Delaware corporation (the "Borrower"), the
lenders party hereto and Citibank, N.A. ("Citibank"), 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
"Citibank" 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 Amount"
has the meaning specified in Section 2.12(a).

     

    "Additional Change in Control
Commitment Banks" has the meaning specified in Section
2.18(d).

     

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

     

    "Affected Bank" has
the meaning specified in Section 2.14.

     

    "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" means Citibank
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:  Mark Rosenthal, or such other account as the
Agent shall specify in writing to the Banks.

     

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

     

    "Agreement" means this
Revolving Bridge Facility 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 Facility 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.

     


    
       

      
        1

        
          

        

      

       

    


    "Availability Period"
means, subject to Section 2.04 and Section 2.09(b)(i), the period from the
Effective Date until the Commitment Termination Date.

     

    "Banks" means (i) each
of Citibank, The Royal Bank of Scotland plc and HSBC Bank USA, National
Association and (ii) any 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).

     

    "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
2.06(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.

     


    
       

      
        2

        
          

        

      

       

    


    "Citibank" has the
meaning set forth in the preamble hereto.

     

    "Co-Lead Arrangers"
means Citigroup Global Markets Inc., RBS Securities Corporation d/b/a RBS
Greenwich Capital and HSBC Securities (USA) Inc.

     

    "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.

     

    "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 “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
“Commitment”, as such amount may be reduced, increased or terminated at or prior
to such time pursuant to Section 2.04, 2.09, 2.18 or 6.01.

     

    "Commitment Termination
Date" means, subject to Section 2.09(b)(i) and 2.18, the date which is
364 days after the Effective Date.

     

    "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 Advances of one Type into Advances of the other
Type pursuant to Section 2.08, 2.14 or 2.15.

     

    "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.

     

    "Documentation Agent"
means HSBC Bank USA, National Association, solely in its capacity as
documentation agent under this Agreement.

     

    "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.

     


    
       

      
        3

        
          

        

      

       

    


    "Early Maturity Date"
has the meaning specified in Section 2.18.

     

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

     

    "Eligible Assignee"
means (i) any Bank, (ii) any Affiliate of any Bank and (iii) with the consent of
the Agent (which consent 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.

     

    "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.

     


    
       

      
        4

        
          

        

      

       

    


    "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
2.06(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.

     

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

     

    "Exercising Banks" has
the meaning specified in Section 2.18.

     

    "Existing Revolving
Facility" means that certain Five Year Revolving Credit Agreement dated
as of July 9, 2007, among the Borrower, Citicorp North America Inc., as
administrative agent, The Royal Bank of Scotland plc, as syndication agent, ABN
Amro Bank N.V., as co-documentation agent, HSBC Bank USA, National Association,
as co-documentation agent, JPMorgan Chase Bank, N.A., as co-documentation agent,
Citigroup Global Markets Inc., as co-lead arranger and joint book running
manager, RBS Securities Corporation, as co-lead arranger and joint book running
manager, the issuing banks named therein and the banks named therein, as the
same may be amended, restated, supplemented or otherwise modified from time to
time.

     

    "Facility" means, at
any time, the aggregate amount of the Banks’ Commitments at such
time.

     


    
       

      
        5

        
          

        

      

       

    


    "Facility Fee" has the
meaning specified in Section 2.03(a).

     

    "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, 2007 included in
the Borrower's Form 10-K filed with the SEC for the fiscal year ended December
31, 2007, and (ii) the consolidated balance sheet and other financial statements
of the Borrower and its consolidated subsidiaries dated March 31, 2008 included
in the Borrower's Form 10-Q filed with the SEC for the fiscal quarter ended
March 31, 2008.

     

    "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.

     

    "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 initial Borrowing hereunder.

     

    "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 week or one, two or three 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

     


    
       

      
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    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.

     

    "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.

     

    "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.

     


    
       

      
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    "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.

     

    "Net Securities
Proceeds" means the cash proceeds (net of underwriting discounts and
commissions and other reasonable costs and expenses associated therewith,
including reasonable legal fees and expenses) from the issuance of Equity
Interests (excluding Equity Interests granted, issued, distributed or dividended
to its directors, officers and employees, including the vesting, lapse, exercise
of payment of Equity Interests in options, restricted stock, performance awards
(in the form of stock of the Borrower), and other similar grants and awards
pursuant to compensation plans, programs or practices) or the issuance of debt
securities, in each case, by the Borrower (excluding any commercial paper issued
by the Borrower and any advances under the Borrower’s Existing Revolving
Facility).

     

    "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 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, 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.

     

    "Other Taxes" has the
meaning specified in Section 2.12(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.

     

    "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

     


    
       

      
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    (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.

     

    "Permitted Purpose"
means that the Borrower shall apply all amounts borrowed by it under the
Facility to (a) refinance the Convertible Notes, (b) backstop the issuance of
commercial paper by the Borrower and (c) for general corporate
purposes.

     

    "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.

     

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

     

    "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 Commitment at such
time (or, if the Commitments shall have been terminated pursuant to Section
2.04, 2.18 or 6.01, such Bank's Commitment as in effect immediately prior to
such termination) and the denominator of which is the Facility at such time (or,
if the Commitments shall have been terminated pursuant to Section 2.04, 2.09,
2.18 or 6.01, the 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).

     

    "Projections" has the
meaning specified in Section 4.01(i).

     

    "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.

     


    
       

      
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    "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
and (ii) the aggregate Unused 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.

     

    "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.

     

    "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 2.12(a).

     

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

     

    "Unused Commitment"
means, with respect to any Bank at any time, (a) such Bank's Commitment at such
time minus (b)
the aggregate principal amount of all Advances made by such Bank and outstanding
at such time.

     


    
       

      
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    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
1.02 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
1.03 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".

     

    Section
1.04 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.

     


    
       

      
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ARTICLE
II                                

     

    AMOUNTS
AND TERMS OF THE ADVANCES

     

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

     

    Section
2.02  Making the
Advances.  (a) Each Borrowing
shall be made on notice in the form of Exhibit B (a "Notice of
Borrowing"), given not later than 11:00 A.M. (New York City time) (i) on
the date of a proposed Borrowing comprised of Base Rate Advances and (ii) on the
third Business Day prior to the date of a proposed 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 Borrowing
shall be consistent with the requirements of Section 2.01 and shall be by
facsimile, confirmed immediately in writing, in substantially the form of
Exhibit B, specifying therein the requested (i) date of such Borrowing, (ii)
Type of Advances comprising such Borrowing, (iii) aggregate amount of such
Borrowing, and (iv) if such Borrowing is to be comprised of Eurodollar Rate
Advances, the initial Interest Period for each such Advance.  Each
Bank shall, before 2:00 p.m. (New York City time) on the date of such 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 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 on or prior to the Commitment
Termination Date shall there be more than ten Borrowings outstanding; provided that for
purposes of the limitation set forth in this sentence, all Borrowings consisting
of Base Rate Advances shall constitute a single Borrowing.

     

    (c) Each
Notice of Borrowing shall be irrevocable and binding on the
Borrower.  In the case of any Borrowing that the related Notice of
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 Borrowing for such 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
Advance to be made by such Bank as part of such Borrowing when such 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
Borrowing that such Bank will not make available to the Agent such Bank's
ratable portion of such Borrowing, the Agent may assume that such Bank has made
such portion available to the Agent on the date of such 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

     


    
       

      
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    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 Advances comprising such 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 Advance as part of such Borrowing for all
purposes.

     

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

     

    Section
2.03 Fees.  (a)  Facility
Fees.  The Borrower agrees to pay to the Agent for the account
of each Bank a facility fee through the Commitment Termination Date on the
amount of such Bank's Unused 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, 2008, on the Commitment Termination Date and on any earlier date
on which the Commitments generally or the Commitment of any Bank is terminated
with respect to the Commitment(s) so terminated, at a rate per annum equal to
the Applicable Facility Fee Rate in effect from time to time (the "Facility
Fee").

     

    (b) 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
2.04 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 Commitments; provided that each
partial reduction shall be in the minimum aggregate amount of $10,000,000 and in
an integral multiple of $1,000,000.  Any termination or reduction of
any of the Commitments shall be permanent.

     

    Section
2.05 Repayment of
Advances.  The Borrower shall repay the principal amount of
each Advance owing to each Bank together with any accrued but unpaid interest
thereon, no later than the Commitment Termination Date. 

     

    Section
2.06 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 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 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 2.06(a) and 2.06(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
2.07 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
2.08 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
2.06(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 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.

     


    
       

      
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    (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 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
2.09 Prepayments.  (a) Optional Prepayments.
The Borrower shall have no right to prepay any principal amount of any Advance
other than as provided in this Section 2.09.  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).

     


    
       

      
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    (b) Mandatory
Prepayments.

     

    (i)           Net Securities
Proceeds. The Advances shall be prepaid, and/or the Commitments shall be
permanently reduced, promptly, but in any event within two Business Days of
receipt of any Net Securities Proceeds from the issuance of any Equity Interests
of the Borrower or the issuance or incurrence of any debt securities (excluding
commercial paper and advances under the Existing Revolving Facility) of the
Borrower in an aggregate amount equal to such Net Securities Proceeds. The
amount of any prepayments required pursuant to this clause (i) of Section
2.09(b) shall be applied, first, to the prepayment of
outstanding Advances under this Facility, accompanied by a permanent reduction
of the Commitments in an amount equal to the amount of the Advances so prepaid
and, second, to the
extent no Advances are outstanding on the date of any required prepayment, to
the permanent reduction of the Commitments.

     

    (ii)           Application of Prepayments
to Base Rate Advances and Eurodollar Rate Advances. Considering Advances
being prepaid separately, any prepayment thereof shall be applied first to Base
Rate Advances to the full extent thereof before
application to Eurodollar Rate Advances. The Borrower shall bear all costs
related to the prepayment of a Eurodollar Rate Advance prior to the last day of
any Interest Period in accordance with Section 8.06(b).

     

    Section
2.10 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 2.07 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 or
Facility Fees ratably (except amounts payable pursuant to Section 2.11, Section
2.12 or 2.16 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 and (ii) if, in
respect of any Change in Control, not all Banks are Exercising Banks, then
payments due from the Borrower pursuant to Section 2.18 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.

     

    (b) All
computations of interest based on the Base Rate (except during such times as the
Base Rate is determined pursuant to clause (b) or (c) of the definition thereof)
and of Facility 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 (b) or (c) of the definition thereof, the Base
Rate shall be made by the Agent, on  the basis of  a year of
360 days, in  each case for  the actual number of days
(including the first

     


    
       

      
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    day but
excluding the last day) occurring in the period for which such interest or fees
are payable.  Each determination by the Agent 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 payments of interest and Facility 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
2.11 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 (excluding, for
purposes of this Section 2.11, any such increased costs resulting from (x) Taxes
or Other Taxes (as to which Section 2.12 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.

     

    (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 hereunder and other commitments of
such type (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

     


    
       

      
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    reasonably
determines such increase in capital to be allocable to the existence of such
Bank's commitment to lend hereunder; 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
2.11 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
2.12 Taxes.  (a)  Any
and all payments by the Borrower hereunder or under the Notes shall be made, in
accordance with Section 2.10, 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 2.12) 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).

     

    (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 2.12) 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 2.12(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.

     


    
       

      
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    (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 2.12, 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 2.12 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
2.12(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 2.12(e) and Section 2.12(f), the
terms "United
States" and "United States person"
shall have the meanings specified in Section 7701 of the Code.

     

    (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 2.12 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,

     


    
       

      
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    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 2.12 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 2.12 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 2.12 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
2.13 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 Section 2.07, 2.11, 2.12, 2.16 or 8.08 and except
that (a) any Bank may receive less than its ratable share of interest to the
extent Section 8.06 is applicable to it and (b) if, in respect of any Change in
Control, not all Banks are Exercising Banks, then payments due from the Borrower
pursuant to Section 2.18 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 (x) the amount of such Bank's required
repayment to (y) 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 2.13 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
2.14 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 2.14, 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 2.14 above agrees that it will notify the
Borrower as soon as practicable if the conditions giving rise to the illegality
cease to exist.

     

    Section
2.15 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), 2.08 and 2.14, 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 2.14, 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
$5,000,000 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 2.15.  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
2.16 Replacement or Removal of
Bank.  In the event that any Bank shall claim payment of any
increased costs pursuant to Section 2.11 or the Borrower is required to pay any
Additional Amounts, Taxes or Other Taxes to or on account of any Bank pursuant
to Section 2.12, or any Bank exercises its  rights under Section 2.14,
or  if any Bank fails to  execute and deliver a consent,
amendment

     


    
       

      
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    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
and Facility Fees accrued but unpaid 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
and Facility 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
Commitments of the Banks not so removed would be less than zero.  Upon
satisfaction of the requirements for replacement set forth in the first sentence
of this Section 2.16, 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 Facility 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 2.07, 2.11, 2.12 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 2.11 or the additional
amounts pursuant to Section 2.12, as the case may be.  Upon
satisfaction of the requirements for removal set forth in the first sentence of
this Section 2.16, the Bank being so removed shall no longer constitute a "Bank"
hereunder except that the rights under Sections 2.07, 2.11, 2.12 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.  

     

    Section
2.17 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

     


    
       

      
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    substantially
the form of Exhibit A  hereto, payable to the order of such Bank in a
principal amount equal to the Commitment of such Bank.  All references
to Notes in the Loan Documents shall mean Notes, if any, to the extent issued
hereunder.

     

    Section
2.18 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 clause (ii) of this Section 2.18(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: (x) termination of
its Commitment, if any and (y) payment in full by the Borrower of all
Obligations owed to such Bank; provided that any such election
shall elect all (and not less than all) of the actions referred to in such
clauses (x) and (y).  

     

    (b)   Any
Bank (an "Exercising
Bank") may exercise its rights pursuant to Section 2.18(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 2.18(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 Commitment shall
terminate, and the Borrower shall 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 Facility Fees accrued to such Early Maturity
Date with respect to such Bank's Commitment and all amounts then owing to such
Bank pursuant to Sections 2.07, 2.11, 2.12 and 8.04.  Upon termination
of such Bank's Commitment in accordance with this Section 2.18(c), such Bank
shall cease to be a party hereto, except that (i) rights of such Bank under
Sections 2.07, 2.11, 2.12 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. Nothing
contained in this Section 2.18 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)    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 Commitment (and, if
any such Additional Change in Control Commitment Bank is already a Bank, its
Commitment shall be in addition to any other Commitment 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 2.03(a) shall become effective as of the first
date on which the Agent

     

    
       

      
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      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 2.17.

     

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

     

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

     

    (vii)   A
favorable opinion of Linklaters 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).

     


    
       

      
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    (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 to the Agent for
which invoices have been submitted).

     

    Section
3.02 Conditions Precedent to Each
Advance.  The obligation of each Bank to make an Advance
(including, without limitation, the initial Advance) shall be subject to the
conditions precedent that on the date of such Advance, the following statements
shall be true (and each of the giving of the applicable Notice of Borrowing and
the acceptance by the Borrower of the proceeds of such Advance shall constitute
a representation and warranty by the Borrower that on the date of such Advance
such statements are true):

     

    (i)    the
representations and warranties contained in Section 4.01 are correct on and as
of the date of such Advance (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 and to the application of the proceeds of
such Advance, as though made on and as of such date,

     

    (ii)    no event
has occurred and is continuing, or would result from such Advance or from the
application of the proceeds of such Advance, 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) 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.

     


    
       

      
        25

        
          

        

      

       

    


    (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 Borrowing 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 (x) the Borrower's certificate of incorporation or
by-laws, (y) any law, rule, regulation, order, writ, injunction or decree, or
(z) 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 Borrowing
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.

     

    (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, 2007 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, 2008 and the consolidated results of their
operations and cash flows for the three months then ended, all in accordance
with GAAP.  Since December 31, 2007 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, (i) not more than 25% of the value of the assets of the

     


    
       

      
        26

        
          

        

      

       

    


    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 (within the meaning of Regulation U).  No proceeds
of any Advance will be used in any manner that is not permitted by
Section 5.02.

     

    (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,
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

     


    
       

      
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    Section
5.02(b); and provided further 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 (x) the failure to do so (in the
aggregate for all such failures) could not reasonably be expected to have a
Material Adverse Effect or (y) 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.

     

    (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, (x) 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, (y) a copy of
the Borrower's Form 10-Q for such quarter as filed with the SEC and (z) 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, (x) 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, (y) a copy of the Borrower's
Form 10-K for such year as filed with the SEC and (z) 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;

     


    
       

      
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    (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 Section 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 (A) any Bank to which the above
referenced websites are for any reason not available if such Bank has so
notified the Borrower and (B) any Bank that has notified the Borrower that it
desires paper copies of all such information; provided further 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 Section
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.

     

    (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;

     


    
       

      
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    (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.

     

    Section
5.02 Negative
Covenants.  During the Availability Period and so long as any
Advance or any other amount payable by the Borrower hereunder or under any other
Loan Document shall remain unpaid, 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,

     


    
       

      
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    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;

     

    (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 Sections 5.01(d)(i) and (ii);

     


    
       

      
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    (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
arising as a result of the operation of Section 2.22 or 6.02 of the Existing
Revolving Facility.

     

    (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 (x) 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 (y) either (A) the Borrower is the surviving corporation
in such merger or consolidation or (B) 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
(A) the Borrower shall be the surviving corporation or (B) 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.

     

    (c) Use of
Proceeds.  Use the proceeds of any Advance for any purpose
other than a Permitted Purpose 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.

     


    
       

      
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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); provided that for the
avoidance of doubt the parties acknowledge and agree that (x) 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 (y) 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 (i) incur liability in excess
of $250,000,000 in the aggregate as a result of one or more of the
following:  (x) the occurrence of any ERISA Event; (y) the partial or
complete withdrawal of the Borrower or any of its ERISA Affiliates from a
Multiemployer Plan; or (z) the reorganization or termination of a Multiemployer
Plan and (ii) 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 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, (x) the Commitment of each Bank and the
obligation of each Bank to make Advances shall automatically be terminated, and
(y) 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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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.

     

    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  Citibank
in  its  capacity as  the Agent for  the
benefit  of any  Bank under any Loan Document

     


    
       

      
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    (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 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 are held by Persons which are not such Banks, ratably
according to either (a) the respective amounts of the Banks' Commitments, or (b)
if no Commitments are at the time outstanding, the respective amounts of the
Commitments immediately prior to the time the 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 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.

     

    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

     


    
       

      
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    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, Documentation Agents.  The Co-Lead
Arrangers, Syndication Agent and Documentation Agent 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 2.13
or this Section 8.01 without the written consent of each Bank; and provided,
further, that 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.

     

    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


    
       

      
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    (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 (x) if mailed, upon receipt, (y) if delivered
by hand, upon delivery with written receipt, and (z) 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
2.08, Section 2.09, Section 2.14, Section 2.15 or Section 2.16, 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 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 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 2.11, Section 2.12 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 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 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

     


    
       

      
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    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.

     

    (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 Commitment assumed
by it pursuant to such Assignment and Acceptance (plus any Commitment already
held by it) and, if the assigning Bank has retained a Commitment hereunder, a
new Note payable to the order of the assigning Bank in an amount equal to the
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) 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.

     

    (g) 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 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.

     

    Section
8.09 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.

     


    
       

      
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    Section
8.10 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.

     

    Section
8.11 Governing
Law.  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT AS
OTHERWISE EXPRESSLY SET FORTH IN ANY SUCH LOAN DOCUMENT), AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF
THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT
WOULD REQUIRE APPLICATION OF ANOTHER LAW.

     

    Section
8.12 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

     


    
       

      
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    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 8.12 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 8.12 any special or consequential
damages.

     

    Section
8.13 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 8.13, (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
8.14 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.

     

    Section
8.15 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.

     


    
       

      
        45

        
          

        

      

       

    


    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: /s/ CRAIG W.
NUNEZ

    Name:
Craig W. Nunez

    Title:
Senior Vice President and Treasurer

    


    Taxpayer
Identification of Borrower:  75-2677995

    


    Address
of Principal Place of Business of Borrower:

    1401
McKinney, Suite 2400

    Houston,
Texas 77010-4035

    



    
       

      
        46

        
          

        

      

       

    


    CITIBANK,
N.A., as Agent and as a Bank

    


    


    By: /s/ CAROLYN
KEE

    Name:
Carolyn Kee

    Title:
Managing Director

    


    



    
       

      
        47

        
          

        

      

       

    


    THE ROYAL
BANK OF SCOTLAND plc, as

    Syndication
Agent and as a Bank

    


    


    By: /s/ PATRICIA J.
DUNDEE

    Name:
Patricia J. Dundee

    Title:
Managing Director


    
       

      
        48

        
          

        

      

       

    


    HSBC BANK
USA, NATIONAL ASSOCIATION, as

    Documentation
Agent and as a Bank

    


    


    By: /s/ MERCEDES
AHUMADA

    Name:
Mercedes Ahumada

    Title:
Vice President


    
       

      
        49

        
          

        

      

       

    


    ANNEX
A

    


    "Applicable Facility Fee
Rate" means, for any date, the rate per annum set forth in the table
below under the heading "Applicable Facility 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 Facility 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 Facility Fee
Rate; provided
further that
(a) 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 Facility Fee Rate and (b) 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 Facility Fee
Rate) shall be used in determining the Applicable Facility Fee
Rate.

     

    “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; 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 (a) if
only one Rating Agency has a relevant debt rating in effect on such date, then
only such rating shall be used and (b) if neither Rating Agency has a relevant
debt rating in effect on such date, then the lowest level (i.e., highest
Applicable Margin) shall be used:

     

    


    
      	 
      	
              Applicable
      Facility Fee Rate

              (bps)

            	
              Margin
      during first 6 months

              (Eurodollar
      Rate / Base Rate) (bps)

            	
              Margin
      during 6-9 month period

              (Eurodollar
      Rate / Base Rate) (bps)

            	
              Margin
      during 9-12

              month
      period

              (Eurodollar
      Rate / Base Rate) (bps)

            
	
              A+
      / A1

            	
              6.0

            	
              44.0
      / 0

            	
              69.0
      / 0

            	
              94.0
      / 0

            
	
              A /
      A2

            	
              8.0

            	
              54.5
      / 0

            	
              92.0
      / 0

            	
              117.0
      / 17.0

            
	
              A-
      / A3

            	
              10.0

            	
              65.0
      / 0

            	
              115.0
      / 15.0

            	
              140.0
      / 40.0

            
	
              BBB+
      / Baa1

            	
              12.5

            	
              87.5
      / 0

            	
              137.5
      / 37.5

            	
              187.5
      / 87.5

            
	
              ‹
      BBB+ / Baa1

            	
              15.0

            	
              135.0
      / 35.0

            	
              185.0
      / 85.0

            	
              235.0
      / 135.0