Amended and Restated 5-Year Revolving Credit Agreement

Revolving Credit Agreement

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PIONEER NATURAL RESOURCES CO

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Title: Amended and Restated 5-Year Revolving Credit Agreement
Governing Law: Texas Date: 10/5/2005
Industry: Oil and Gas Operations Law Firm: Thompson Knight Sector: Energy

Amended and Restated 5-Year Revolving Credit Agreement, Parties: pioneer natural resources co

EXHIBIT 99.1

EXECUTION COPY

AMENDED AND RESTATED

5-YEAR REVOLVING CREDIT AGREEMENT

dated as of

September 30, 2005

among

PIONEER NATURAL RESOURCES COMPANY,

as the Borrower

JPMORGAN CHASE BANK, N.A.

as Administrative Agent

JPMORGAN CHASE BANK, N.A.

WACHOVIA BANK, NATIONAL ASSOCIATION

and BANK OF AMERICA, N.A.,

as Issuing Banks,

JPMORGAN CHASE BANK, N.A.

and WACHOVIA BANK, NATIONAL ASSOCIATION

as Swingline Banks

and

The Lenders Party Hereto

----------------------------

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Syndication Agent

BANK OF AMERICA, N.A., DEUTSCHE BANK SECURITIES INC. and WELLS

FARGO BANK, NATIONAL ASSOCIATION,

as Co-Documentation Agents

----------------------------

J.P. MORGAN SECURITIES INC. and WACHOVIA CAPITAL MARKETS, LLC,

as Co-Arrangers and Joint Bookrunners

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TABLE OF CONTENTS

Page:

ARTICLE I DEFINITIONS.......................................................1

Section 1.01 Defined Terms....................................1

Section 1.02 Classification of Loans and Borrowings..........18

Section 1.03 Terms Generally.................................18

Section 1.04 Accounting Terms; GAAP..........................19

ARTICLE II THE CREDITS.....................................................19

Section 2.01 Commitments.....................................19

Section 2.02 Commitment Increase.............................19

Section 2.03 Revolving Loans and Borrowings..................21

Section 2.04 Requests for Revolving Borrowings...............22

Section 2.05 Swingline Loans.................................22

Section 2.06 Letters of Credit...............................24

Section 2.07 Funding of Borrowings...........................28

Section 2.08 Interest Elections..............................29

Section 2.09 Termination and Reduction of Commitments........30

Section 2.10 Repayment of Loans; Evidence of Debt............30

Section 2.11 Prepayment of Loans.............................31

Section 2.12 Fees............................................32

Section 2.13 Interest........................................33

Section 2.14 Alternate Rate of Interest......................34

Section 2.15 Increased Costs.................................34

Section 2.16 Break Funding Payments..........................35

Section 2.17 Taxes...........................................36

Section 2.18 Payments Generally; Pro Rata Treatment;

Sharing of Set-offs.............................37

Section 2.19 Mitigation Obligations; Replacement of Lenders..39

Section 2.20 Extension of Maturity Date......................39

ARTICLE III REPRESENTATIONS AND WARRANTIES.................................40

Section 3.01 Organization; Powers............................40

Section 3.02 Authorization; Enforceability...................40

Section 3.03 Governmental Approvals; No Conflicts............41

Section 3.04 Financial Condition; No Material Adverse Change.41

Section 3.05 Properties......................................41

Section 3.06 Litigation and Environmental Matters............41

Section 3.07 Compliance with Laws............................42

Section 3.08 Investment and Holding Company Status...........42

Section 3.09 Taxes...........................................42

Section 3.10 ERISA...........................................42

Section 3.11 Disclosure......................................42

ARTICLE IV CONDITIONS......................................................43

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Section 4.01 Effective Date..................................43

Section 4.02 Each Credit Event...............................44

ARTICLE V AFFIRMATIVE COVENANTS............................................44

Section 5.01 Financial Statements and Other Information......44

Section 5.02 Notices of Material Events......................46

Section 5.03 Existence; Conduct of Business..................46

Section 5.04 Payment of Obligations..........................46

Section 5.05 Maintenance of Properties; Insurance............47

Section 5.06 Books and Records; Inspection Rights............47

Section 5.07 Compliance with Laws............................47

Section 5.08 Use of Proceeds and Letters of Credit...........47

Section 5.09 Operations......................................47

ARTICLE VI NEGATIVE COVENANTS..............................................47

Section 6.01 Indebtedness....................................47

Section 6.02 Liens...........................................48

Section 6.03 Fundamental Changes.............................49

Section 6.04 Financial Covenants.............................49

Section 6.05 Investments, Loans, Advances, Guarantees and

Acquisitions....................................50

Section 6.06 Swap Agreements.................................50

Section 6.07 Transactions with Affiliates....................50

Section 6.08 Restrictive Agreements..........................50

ARTICLE VII EVENTS OF DEFAULT..............................................51

ARTICLE VIII THE ADMINISTRATIVE AGENT......................................53

Section 8.01 Administrative Agent............................53

Section 8.02 The Co-Arrangers, Joint Bookrunners,

Syndication Agent and Co-Documentation Agents...55

ARTICLE IX MISCELLANEOUS...................................................55

Section 9.01 Notices.........................................55

Section 9.02 Waivers; Amendments.............................57

Section 9.03 Expenses; Indemnity; Damage Waiver..............57

Section 9.04 Successors and Assigns..........................59

Section 9.05 Survival........................................62

Section 9.06 Counterparts; Integration; Effectiveness........62

Section 9.07 Severability....................................63

Section 9.08 Governing Law; Jurisdiction; Consent to

Service of Process..............................63

SECTION 9.09 WAIVER OF JURY TRIAL............................64

Section 9.10 Headings........................................64

Section 9.11 Confidentiality.................................64

Section 9.12 Interest Rate Limitation........................65

Section 9.13 USA Patriot Act Notice..........................66

Schedules:

Schedule 2.01 Commitments

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Schedule 2.13 Swingline Loan Rate Calculation

Schedule 3.06 Disclosed Matters

Schedule 6.02 Liens

Schedule 6.08 Existing Restrictive Agreements

Exhibits:

Exhibit A Form of Assignment and Assumption

Exhibit B Notice of Commitment Increase

Exhibit C Form of Opinion of Borrower's Counsel

Exhibit D Form of Subsidiary Guaranty

Exhibit E Form of Promissory Note

Exhibit F Form of Maturity Date Extension Request

Exhibit G Form of Joinder Agreement

iii

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AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT dated as of

September 30, 2005, among PIONEER NATURAL RESOURCES COMPANY, a Delaware

corporation, as the Borrower, JPMORGAN CHASE BANK, N.A. as Administrative Agent,

JPMorgan Chase Bank, N.A., Wachovia Bank, National Association and Bank of

America, N.A., as Issuing Banks, JPMORGAN CHASE BANK, N.A., and WACHOVIA BANK,

NATIONAL ASSOCIATION, as Swingline Lenders, the LENDERS party hereto, WACHOVIA

BANK, NATIONAL ASSOCIATION, as Syndication Agent, BANK OF AMERICA, N.A.,

DEUTSCHE BANK SECURITIES INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as

Co-Documentation Agents, and J.P. MORGAN SECURITIES INC. and WACHOVIA CAPITAL

MARKETS, LLC, as Co-Arrangers and Joint Bookrunners.

The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms. As used in this Agreement, the following terms

have the meanings specified below:

"ABR", when used in reference to any Loan or Borrowing, refers to whether

such Loan, or the Loans comprising such Borrowing, are bearing interest at a

rate determined by reference to the Alternate Base Rate.

"Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing for

any Interest Period, an interest rate per annum (rounded upwards, if necessary,

to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period

multiplied by (b) the Statutory Reserve Rate.

"Administrative Agent" means JPMorgan Chase Bank, N.A. in its capacity as

administrative agent for the Lenders hereunder.

"Administrative Questionnaire" means an Administrative Questionnaire in a

form supplied by the Administrative Agent.

"Affiliate" means, with respect to a specified Person, another Person that

directly, or indirectly through one or more intermediaries, Controls or is

Controlled by or is under common Control with the Person specified.

"Agreement" means this Amended and Restated 5-Year Revolving Credit

Agreement, as the same may be amended, modified, restated, or replaced from time

to time.

"Alternate Base Rate" means, for any day, a rate per annum equal to the

greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds

Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate

Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate

shall be effective from and including the effective date of such change in the

Prime Rate or the Federal Funds Effective Rate, respectively.

"Applicable Margin" means, for any day, with respect to any Eurodollar

Loan, or with respect to the commitment fees payable hereunder, as the case may

be, the Applicable Margin per annum set forth below under the caption

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"Eurodollar Spread" or "Commitment Fee Rate", as the case may be, based upon the

ratings by Moody's and S&P, respectively, applicable on such date to the Index

Debt:

<TABLE>

========================= ========================= ========================

Index Debt Ratings Commitment Fee Rate Eurodollar Spread

------------------------- ------------------------- ------------------------

Category 1 0.080 % 0.350 %

= Baa1/BBB+

------------------------- ------------------------- ------------------------

Category 2 0.100 % 0.450 %

Baa2/BBB

------------------------- ------------------------- ------------------------

Category 3 0.125 % 0.625 %

Baa3/BBB-

------------------------- ------------------------- ------------------------

Category 4 0.175 % 0.875 %

= Ba1/BB+

========================= ========================= ========================

</TABLE>

On each day that the sum of the total Credit Exposures exceed 50% of the

total Commitments, the Eurodollar Spread shall be 0.10% higher in the case of

Category 1 and 2 and shall be 0.125% higher in the case of Category 3 and 4.

Applicable Margin for ABR Loans is zero percent (0%).

For purposes of the foregoing, if both Moody's and S&P shall not have in

effect a rating for the Index Debt (other than by reason of the circumstances

referred to in the last sentence of this definition), then such agencies shall

be deemed to have established a rating in Category 4. If the ratings established

or deemed to have been established by Moody's and S&P for the Index Debt shall

fall within different Categories, the Applicable Margin shall be based on the

higher of the two ratings, unless one of the two ratings is two or more

Categories lower than the other, in which case the Applicable Margin shall be

determined by reference to the Category next above that of the lower of the two

ratings; provided, however, that if only one of Moody's or S&P shall have

established a rating, then the Applicable Margin shall be determined by

reference to such available rating. If the ratings established or deemed to have

been established by Moody's and S&P for the Index Debt shall be changed (other

than as a result of a change in the rating system of Moody's or S&P), such

change shall be effective as of the date on which it is first announced by the

applicable rating agency, irrespective of when notice of such change shall have

been furnished by the Borrower to the Agent and the Lenders pursuant to Section

5.01 or otherwise. Each change in the Applicable Margin shall apply during the

period commencing on the effective date of such change and ending on the date

immediately preceding the effective date of the next such change. If the rating

system of Moody's or S&P shall change, or if either such rating agency shall

cease to be in the business of rating corporate debt obligations, the Borrower

and the Lenders shall negotiate in good faith to amend this definition to

reflect such changed rating system or the unavailability of ratings from such

rating agency and, pending the effectiveness of any such amendment, the

Applicable Margin shall be determined by reference to the rating of such agency

most recently in effect prior to such change or cessation.

"Applicable Percentage" means, with respect to any Lender, the percentage

of the Commitments represented by such Lender's Commitment. If the Commitments

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have terminated or expired, the Applicable Percentages shall be determined based

upon the Commitments most recently in effect, giving effect to any assignments.

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

"Assignment and Assumption" means an assignment and assumption entered into

by a Lender and an assignee (with the consent of any party whose consent is

required by Section 9.04), and accepted by the Administrative Agent, in the form

of Exhibit A or any other form approved by the Administrative Agent.

"Availability Period" means the period from and including the Effective

Date to but excluding the earlier of the Maturity Date and the date of

termination of the Commitments.

"Board" means the Board of Governors of the Federal Reserve System of the

United States of America.

"Borrower" means the Pioneer Natural Resources Company, a Delaware

corporation.

"Borrowing" means Revolving Loans of the same Type, made, converted or

continued on the same date and, in the case of Eurodollar Loans, as to which a

single Interest Period is in effect or Swingline Loans, as to which a single

Interest Period is in effect.

"Borrowing Request" means a request by the Borrower for a Revolving

Borrowing in accordance with Section 2.04.

"Business Day" means any day that is not a Saturday, Sunday or other day on

which commercial banks in New York City or Texas are authorized or required by

law to remain closed; provided that, when used in connection with a Eurodollar

Loan, the term "Business Day" shall also exclude any day on which banks are not

open for dealings in dollar deposits in the London interbank market.

"Capital Lease Obligations" of any Person means the obligations of such

Person to pay rent or other amounts under any lease of (or other arrangement

conveying the right to use) real or personal property, or a combination thereof,

which obligations are required to be classified and accounted for as capital

leases on a balance sheet of such Person under GAAP, and the amount of such

obligations shall be the capitalized amount thereof determined in accordance

with GAAP.

"Certifying Officer" has the meaning set forth in Section 5.01(c).

"Change in Control" means (a) the acquisition of ownership, directly or

indirectly, beneficially or of record, by any Person or group (within the

meaning of the Securities Exchange Act of 1934 and the rules of the Securities

and Exchange Commission thereunder as in effect on the date hereof), of Equity

Interests representing more than 35% of the aggregate ordinary voting power

represented by the issued and outstanding Equity Interests of the Borrower; or

(b) occupation of a majority of the seats (other than vacant seats) on the board

of directors of the Borrower by Persons who were neither (i) nominated by the

board of directors of the Borrower nor (ii) appointed by directors so nominated.

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"Change in Law" means (a) the adoption of any law, rule or regulation after

the date of this Agreement, (b) any change in any law, rule or regulation or in

the interpretation or application thereof by any Governmental Authority after

the date of this Agreement or (c) compliance by any Lender or the Issuing Banks

(or, for purposes of Section 2.15(b), by any lending office of such Lender or by

such Lender's or the Issuing Banks' holding companies, if any) with any request,

guideline or directive (whether or not having the force of law) of any

Governmental Authority made or issued after the date of this Agreement.

"CI Lender" has the meaning set forth in Section 2.02(a).

"Class", when used in reference to any Loan or Borrowing, refers to whether

such Loan, or the Loans comprising such Borrowing, are Revolving Loans or

Swingline Loans.

"Co-Arrangers" means both J.P. Morgan Securities Inc. and Wachovia Capital

Markets, LLC.

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

time.

"Commitment" means, with respect to each Lender, the commitment of such

Lender to make Revolving Loans and to acquire participations in Letters of

Credit and Swingline Loans hereunder, expressed as an amount representing the

maximum aggregate amount of such Lender's Credit Exposure hereunder, as such

commitment may be (a) increased from time to time pursuant to Section 2.02, (b)

reduced from time to time pursuant to Section 2.09, or (c) reduced or increased

from time to time pursuant to assignments by or to such Lender pursuant to

Section 9.04. The initial amount of each Lender's Commitment is set forth on

Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender

shall have assumed its Commitment, as applicable. The initial aggregate amount

of the Lenders' Commitments is $1,500,000,000.

"Commitment Increase" has the meaning set forth in Section 2.02(a).

"Commitment Increase Effective Date" has the meaning set forth in Section

2.02(b).

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

"Consolidated EBITDAX" means, with respect to the Borrower and its

Restricted Subsidiaries, for any period, Consolidated Net Income for that

period, plus (a) to the extent included in determining Consolidated Net Income

for that period, (i) the aggregate amount of Consolidated Interest Expense for

that period, (ii) the aggregate amount of letter of credit fees paid during that

period, (iii) the aggregate amount of income tax expense for that period, (iv)

non-cash extraordinary losses, (v) losses on the disposition of assets, (vi)

losses or charges under Statement of Financial Accounting Standards 133 (and any

statements replacing, modifying or superceding such statement) resulting from

the net change in the Borrower's (or any Restricted Subsidiary's) mark-to-market

portfolio of commodity price risk management activities and (vii) all amounts

attributable to depreciation, depletion, amortization, and other non-cash

charges and expenses for that period and (viii) exploration and abandonment

expenses, minus (b) to the extent included in determining Consolidated Net

Income for that period, (i) non-cash extraordinary income, (ii) gains on the

disposition of assets, (iii) non-cash gains under Statement of Financial

Accounting Standard 133 (and any statements replacing, modifying or superceding

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such statement) resulting from the net change in Borrower's (or any Restricted

Subsidiary's) mark-to-market portfolio of commodity price risk management

activities during that period, and (iv) accretion of discount on asset

retirement obligations under Statement of Financial Accounting Standard 143 (and

any statements replacing, modifying or superceding such statement), in each case

determined on a consolidated basis in accordance with GAAP and without

duplication of amounts; provided, however, non-cash income or gains in respect

of deferred revenue, production payments and other matters included in the

definition of Indebtedness shall not be subtracted from Consolidated Net Income

under this clause (b).

"Consolidated Interest Expense" means, with respect to the Borrower and its

Restricted Subsidiaries on a consolidated basis for any period, the sum of (i)

gross interest expense (including all cash and accrued interest expense) of the

Borrower and its Restricted Subsidiaries for such period on a consolidated basis

in accordance with GAAP, including to the extent included in interest expense in

accordance with GAAP (x) the amortization of debt discounts and (y) the portion

of any payments or accruals with respect to Capital Leases allocable to interest

expense and (ii) capitalized interest of the Borrower and its Restricted

Subsidiaries on a consolidated basis in accordance with GAAP.

"Consolidated Net Income" means, for any period, net income of the Borrower

and its Restricted Subsidiaries determined on a consolidated basis in accordance

with GAAP.

"Consolidated Net Tangible Assets" means, on any date, the aggregate amount

of total assets of the Borrower and its Subsidiaries, minus (a) all current

liabilities of the Borrower and its Subsidiaries (excluding current liabilities

included in the definition of Indebtedness and excluding current liabilities

attributable to commodities derivative contracts), (b) all goodwill of the

Borrower and its Subsidiaries and (c) current and long-term assets attributable

to commodities derivative contracts, all determined on a consolidated basis in

accordance with GAAP.

"Consolidated Tangible Net Worth" means, at any date, (i) the Consolidated

shareholders' equity of Borrower and its Restricted Subsidiaries (determined in

accordance with GAAP); less (ii) the amount of Consolidated intangible assets of

Borrower and its Restricted Subsidiaries, provided, that to the extent oil and

gas mineral leases are classified as intangible assets under GAAP, for purposes

of this definition, those assets will be treated as tangible assets; less (iii)

the other comprehensive income component of consolidated shareholders' net

equity of Borrower and its Restricted Subsidiaries attributable to deferred

hedge gains, net of associated taxes; plus (iv) the aggregate amount of any

non-cash write downs under Statements of Financial Accounting Standards Nos. 19,

109, 142, and 144, (and any statements replacing, modifying or superceding such

statement), on a Consolidated basis, by Borrower and its Restricted Subsidiaries

after June 30, 2005, net of associated taxes; plus (v) the other comprehensive

income component of consolidated shareholders' net equity of Borrower and its

Restricted Subsidiaries attributable to deferred hedge losses, net of associated

taxes.

"Control" means the possession, directly or indirectly, of the power to

direct or cause the direction of the management or policies of a Person, whether

through the ability to exercise voting power, by contract or otherwise.

"Controlling" and "Controlled" have meanings correlative thereto.

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"Credit Exposure" means, with respect to any Lender at any time, the sum of

the outstanding principal amount of such Lender's Loans and its LC Exposure and

Swingline Exposure at such time.

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

"Default" means any event or condition which constitutes an Event of

Default or which upon notice, lapse of time or both would, unless cured or

waived, become an Event of Default.

"Disclosed Matters" means the actions, suits and proceedings and the

environmental matters disclosed in Schedule 3.06, disclosed in any filing with

the Securities and Exchange Commission or as otherwise disclosed in writing from

time to time to Administrative Agent.

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

"Effective Date" means the date on which the conditions specified in

Section 4.01 are satisfied (or waived in accordance with Section 9.02).

"Environmental Laws" means all laws, rules, regulations, codes, ordinances,

orders, decrees, judgments, injunctions, notices or binding agreements issued,

promulgated or entered into by any Governmental Authority, relating in any way

to the environment, preservation or reclamation of natural resources, the

management, release or threatened release of any Hazardous Material.

"Environmental Liability" means any liability, contingent or otherwise

(including any liability for damages, costs of environmental remediation, fines,

penalties or indemnities), of the Borrower or any Subsidiary directly or

indirectly resulting from or based upon (a) violation of any Environmental Law,

(b) the generation, use, handling, transportation, storage, treatment or

disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,

(d) the release or threatened release of any Hazardous Materials into the

environment or (e) any contract, agreement or other consensual arrangement

pursuant to which liability is assumed or imposed with respect to any of the

foregoing.

"Equity Interests" means shares of capital stock, partnership interests,

membership interests in a limited liability company, beneficial interests in a

trust or other equity ownership interests in a Person, and any warrants, options

or other rights entitling the holder thereof to purchase or acquire any such

equity interest.

"ERISA" means the Employee Retirement Income Security Act of 1974, as

amended from time to time.

"ERISA Affiliate" means any trade or business (whether or not incorporated)

that, together with the Borrower, is treated as a single employer under Section

414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and

Section 412 of the Code, is treated as a single employer under Section 414 of

the Code.

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"ERISA Event" means (a) any "reportable event", as defined in Section 4043

of ERISA or the regulations issued thereunder with respect to a Plan (other than

an event for which the 30-day notice period is waived); (b) the existence with

respect to any Plan of an "accumulated funding deficiency" (as defined in

Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the

filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an

application for a waiver of the minimum funding standard with respect to any

Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any

liability under Title IV of ERISA with respect to the termination of any Plan;

(e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan

administrator of any notice relating to an intention to terminate any Plan or

Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the

Borrower or any of its ERISA Affiliates of any liability with respect to the

withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the

receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by

any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,

concerning the imposition of Withdrawal Liability or a determination that a

Multiemployer Plan is, or is expected to be, insolvent or in reorganization,

within the meaning of Title IV of ERISA.

"Eurodollar", when used in reference to any Loan or Borrowing, refers to

whether such Loan, or the Loans comprising such Borrowing, are bearing interest

at a rate determined by reference to the Adjusted LIBO Rate.

"Event of Default" has the meaning set forth in Article VII.

"Excluded Taxes" means, with respect to the Administrative Agent, any

Lender, the Issuing Banks or any other recipient of any payment to be made by or

on account of any obligation of the Borrower hereunder, (a) income or franchise

taxes by the United States of America, or by the jurisdiction under the laws of

which such recipient is organized or in which its principal office is located

or, in the case of any Lender, in which its applicable lending office is

located, (b) any branch profits taxes imposed by the United States of America or

any similar tax imposed by any other jurisdiction in which the Borrower is

located and (c) in the case of a Foreign Lender (other than an assignee pursuant

to a request by the Borrower under Section 2.19(b), any withholding tax that is

imposed on amounts payable to such Foreign Lender at the time such Foreign

Lender becomes a party to this Agreement whether upon execution or upon

assignment (or designates a new lending office) or is attributable to such

Foreign Lender's failure to comply with Section 2.17(e), except to the extent

that such Foreign Lender (or its assignor, if any) was entitled, at the time of

designation of a new lending office (or assignment), to receive additional

amounts from the Borrower with respect to such withholding tax pursuant to

Section 2.17(a).

"Executive Officer" means any Financial Officer, executive vice president,

officer ranking above an executive vice president and any officer that is the

functional equivalent of the foregoing.

"Existing Credit Agreement" means that certain 5-Year Revolving Credit

Agreement, dated as of December 16, 2003, among the Borrower, JPMorgan Chase

Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A. and the Bank of

America, N.A. as Issuing Banks, Wachovia Bank, National Association, as

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Syndication Agent, Bank of America, N.A., Bank One, N.A., Fleet National Bank,

and Wells Fargo Bank, National Association, as Co-Documentation Agents, and the

lenders parties thereto.

"Existing Letters of Credit" means the Letters of Credit described on

Schedule 1.01 that were issued by JPMorgan Chase Bank, N.A. or Bank of America,

N.A. under the Existing Credit Agreement and that shall be transferred to and

deemed issued under this Agreement, as such Letters of Credit may be renewed or

amended from time to time.

"Existing Maturity Date" has the meaning assigned to such term in Section

2.20.

"Federal Funds Effective Rate" means, for any day, the weighted average

(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on

overnight Federal funds transactions with members of the Federal Reserve System

arranged by Federal funds brokers, as published on the next succeeding Business

Day by the Federal Reserve Bank of New York, or, if such rate is not so

published for any day that is a Business Day, the average (rounded upwards, if

necessary, to the next 1/100 of 1%) of the quotations for such day for such

transactions received by the Administrative Agent from three Federal funds

brokers of recognized standing selected by it.

"Financial Officer" means, with respect to any Person, the chief financial

officer or principal accounting officer. The term "Financial Officer" without

reference to a Person shall mean a Financial Officer of the Borrower.

"Foreign Lender" means any Lender that is organized under the laws of a

jurisdiction other than that in which the Borrower is located. For purposes of

this definition, the United States of America, each State thereof and the

District of Columbia shall be deemed to constitute a single jurisdiction.

"GAAP" means generally accepted accounting principles in the United States

of America.

"Governmental Authority" means the government of the United States of

America, any other nation or any political subdivision thereof, whether state or

local, and any agency, authority, instrumentality, regulatory body, court,

central bank or other entity exercising executive, legislative, judicial,

taxing, regulatory or administrative powers or functions of or pertaining to

government.

"Guarantee" of or by any Person (the "guarantor") means any obligation,

contingent or otherwise, of the guarantor guaranteeing or having the economic

effect of guaranteeing any Indebtedness or other obligation of any other Person

(the "primary obligor") in any manner, whether directly or indirectly, and

including any obligation of the guarantor, direct or indirect, (a) to purchase

or pay (or advance or supply funds for the purchase or payment of) such

Indebtedness or other obligation or to purchase (or to advance or supply funds

for the purchase of) any security for the payment thereof, (b) to purchase or

lease property, securities or services for the purpose of assuring the owner of

such Indebtedness or other obligation of the payment thereof, or (c) to maintain

working capital, equity capital or any other financial statement condition or

liquidity of the primary obligor so as to enable the primary obligor to pay such

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Indebtedness or other obligation, provided, that the term Guarantee shall not

include endorsements for collection or deposit in the ordinary course of

business.

"Hazardous Materials" means all explosive or radioactive substances or

wastes and all hazardous or toxic substances, wastes or other pollutants,

including petroleum or petroleum distillates, asbestos or asbestos containing

materials, polychlorinated biphenyls, radon gas, infectious or medical wastes

and all other substances or wastes of any nature regulated pursuant to any

Environmental Law.

"Highest Lawful Rate" means, with respect to each Lender, the maximum

nonusurious interest rate, if any, that at any time or from time to time may be

contracted for, taken, reserved charged or received on the Indebtedness under

laws applicable to such Lender which are presently in effect or, to the extent

allowed by law, under such applicable laws which may hereafter be in effect and

which allow a higher maximum nonusurious interest rate than applicable laws

allow as of the date hereof.

"Hydrocarbon Interests" means all rights, titles, interests and estates now

owned or hereafter acquired in and to oil and gas leases, oil, gas and mineral

leases, or other liquid or gaseous hydrocarbon leases, mineral fee or lease

interests, farm-outs, overriding royalty and royalty interests, net profit

interests, oil payments, production payment interests and similar mineral

interests, including any reserved or residual interest of whatever nature.

"Hydrocarbons" means oil, gas, casinghead gas, condensate, distillate,

liquid hydrocarbons, gaseous hydrocarbons, all products refined, separated,

settled and dehydrated therefrom and all products refined therefrom, including,

without limitation, kerosene, liquefied petroleum gas, refined lubricating oils,

diesel fuel, drip gasoline, natural gasoline, helium, sulfur and all other

minerals.

"Indebtedness" of any Person means, without duplication, (a) all

obligations of such Person for borrowed money, (b) all obligations of such

Person evidenced by bonds, debentures, notes or similar instruments, (c) all

obligations of such Person in respect of the deferred purchase price of property

or services (other than customary payment terms taken in the ordinary course of

business), (d) all Indebtedness of others secured by (or for which the holder of

such Indebtedness has an existing right, contingent or otherwise, to be secured

by) any Lien on property owned or acquired by such Person, whether or not the

Indebtedness secured thereby has been assumed limited, however to the lesser of

(1) the amount of its liability or (2) the book value of such property, (e) all

Guarantees by such Person of Indebtedness of others, (f) all Capital Lease

Obligations of such Person, (g) all obligations, contingent or otherwise, of

such Person as an account party in respect of letters of credit, (h) all

obligations, contingent or otherwise, of such Person in respect of bankers'

acceptances, (i) the amount of deferred revenue attributed to any forward sale

of production for which such Person has received payment in advance other than

on ordinary trade terms, (j) all obligations of such Person in respect of

synthetic leases and (k) the undischarged balance of any production payment

created by such Person or for the creation of which such Person directly or

indirectly received payment. The Indebtedness of any Person shall include the

Indebtedness of any other entity (including any partnership in which such Person

is a general partner) to the extent such Person is liable therefor as a result

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of such Person's ownership interest in or other relationship with such entity,

except to the extent the terms of such Indebtedness provide that such Person is

not liable therefor.

"Indemnified Taxes" means Taxes other than Excluded Taxes.

"Index Debt" means senior, unsecured, long-term indebtedness for borrowed

money of the Borrower that is not guaranteed by any other Person except for a

Subsidiary Guarantor or subject to any other credit enhancement; provided, that

if the Borrower does not have any such indebtedness, Index Debt shall be the

indebtedness under this Agreement.

"Interest Election Request" means a request by the Borrower to convert or

continue a Borrowing in accordance with Section 2.08.

"Interest Payment Date" means (a) with respect to any ABR Loan, the last

day of each March, June, September and December, (b) with respect to any

Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing

of which such Loan is a part and, in the case of a Eurodollar Borrowing with an

Interest Period of more than three months' duration, each day prior to the last

day of such Interest Period that occurs at intervals of three months' duration

after the first day of such Interest Period and (c) with respect to any

Swingline Loan, the first day of each calendar month, unless such day shall not

be a Business Day, in which case the next succeeding Business Day.

"Interest Period" means (a) with respect to any Eurodollar Revolving

Borrowing, the period commencing on the date of such Borrowing and ending on the

numerically corresponding day in the calendar month that is one, two, three or

six months or, with the consent of the Administrative Agent, nine or twelve

months thereafter, as the Borrower may elect, and (b) with respect to any

Swingline Loan, the period commencing on the date of such Borrowing and ending

on the date specified in Section 2.10(a); provided, that (i) if any Interest

Period would end on a day other than a Business Day, such Interest Period shall

be extended to the next succeeding Business Day unless, in the case of a

Eurodollar Revolving Borrowing only, such next succeeding Business Day would

fall in the next calendar month, in which case such Interest Period shall end on

the next preceding Business Day and (ii) any Interest Period pertaining to a

Eurodollar Revolving Borrowing that commences on the last Business Day of a

calendar month (or on a day for which there is no numerically corresponding day

in the last calendar month of such Interest Period) shall end on the last

Business Day of the last calendar month of such Interest Period. For purposes

hereof, the date of a Borrowing initially shall be the date on which such

Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be

the effective date of the most recent conversion or continuation of such

Borrowing.

"Issuing Bank" means each of JPMorgan Chase Bank, N.A. and Wachovia Bank,

National Association, in its capacity as the issuer of Letters of Credit

hereunder, and its successors in such capacity as provided in Section 2.06(i).

The Issuing Bank may, in its discretion, arrange for one or more Letters of

Credit to be issued by Affiliates of the Issuing Bank, in which case the term

"Issuing Bank" shall include such Affiliate with respect to Letters of Credit

issued by such Affiliate. Bank of America, N.A. shall also be an Issuing Bank as

to Existing Letters of Credit. The Borrower may, with the consent of the

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Administrative Agent and the relevant Lender, appoint such Lender hereunder as

an Issuing Bank in addition to JPMorgan Chase Bank, N.A. and Wachovia Bank,

National Association.

"Joinder Agreement" has the meaning set forth in Section 2.02(a).

"LC Disbursement" means a payment made by an Issuing Bank pursuant to a

Letter of Credit.

"LC Exposure" means, at any time, the sum of (a) the aggregate undrawn

amount of all outstanding Letters of Credit at such time plus (b) the aggregate

amount of all LC Disbursements that have not yet been reimbursed by or on behalf

of the Borrower at such time. The LC Exposure of any Lender at any time shall be

its Applicable Percentage of the total LC Exposure at such time.

"Lenders" means the Persons listed on Schedule 2.01 and any other Person

that shall have become a party hereto pursuant to Section 2.02 or pursuant to an

Assignment and Assumption, other than any such Person that ceases to be a party

hereto pursuant to an Assignment and Assumption. Unless the context otherwise

requires, the term "Lenders" includes the Swingline Lenders.

"Letter of Credit" means any letter of credit issued pursuant to this

Agreement.

"LIBO Rate" means, with respect to any Eurodollar Revolving Borrowing for

any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market

Service (or on any successor or substitute page of such Service, or any

successor to or substitute for such Service, providing rate quotations

comparable to those currently provided on such page of such Service, as

determined by the Administrative Agent from time to time for purposes of

providing quotations of interest rates applicable to dollar deposits in the

London interbank market) at approximately 11:00 a.m., London time, two Business

Days prior to the commencement of such Interest Period, as the rate for dollar

deposits with a maturity comparable to such Interest Period. In the event that

such rate is not available at such time for any reason, then the "LIBO Rate"

with respect to such Eurodollar Borrowing for such Interest Period shall be the

rate at which dollar deposits of $5,000,000 and for a maturity comparable to

such Interest Period are offered by the principal London office of the

Administrative Agent in immediately available funds in the London interbank

market at approximately 11:00 a.m., London time, two Business Days prior to the

commencement of such Interest Period.

"Lien" means, with respect to any asset, (a) any mortgage, deed of trust,

lien, pledge, hypothecation, or security interest in, on or of such asset, or

any other charge or encumbrance on any such asset to secure Indebtedness or

liabilities, but excluding any right to netting or setoff (b) the interest of a

vendor or a lessor under any conditional sale agreement, capital lease or title

retention agreement (or any financing lease having substantially the same

economic effect as any of the foregoing) relating to such asset and (c) in the

case of securities, any purchase option, call or similar right of a third party

with respect to such securities.

"Loan Documents" means this Agreement and the Subsidiary Guaranties.

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"Loans" means the loans made by the Lenders to the Borrower pursuant to

this Agreement.

"Material Adverse Effect" means a material adverse effect on (a) the

business, assets, operations, or financial condition of the Borrower and the

Restricted Subsidiaries taken as a whole, (b) the ability of the Borrower and

the Subsidiary Guarantors, if any, to perform their obligations, taken as a

whole, under this Agreement and the other Loan Documents or (c) the rights of or

benefits available to the Lenders under this Agreement and the other Loan

Documents.

"Material Indebtedness" means (a) Indebtedness (other than the Loans and

Letters of Credit), or (b) obligations in respect of one or more Swap

Agreements, in each case under clause (a) or (b) of any one or more of the

Borrower and its Restricted Subsidiaries in an aggregate principal amount

exceeding $75,000,000. For purposes of determining Material Indebtedness, the

"principal amount" of the obligations of the Borrower or any Restricted

Subsidiary in respect of any Swap Agreement at any time shall be the maximum

aggregate amount (giving effect to any netting agreements) that the Borrower or

such Restricted Subsidiary would be required to pay if such Swap Agreement were

terminated at such time.

"Maturity Date" means the later of (a) September 30, 2010 and (b) if

maturity is extended pursuant to Section 2.20, such extended maturity date as

determined pursuant to Section 2.20 (it being understood and agreed that any

such maturity shall not be deemed extended for any Lender that has not consented

to such extension).

"Maturity Date Extension Request" means a request by the Borrower, in the

Form of Exhibit F hereto or any other form approved by the Administrative Agent,

for the extension of the Maturity Date pursuant to Section 2.20.

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

"Multiemployer Plan" means a multiemployer plan as defined in Section

4001(a)(3) of ERISA.

"New Funds Amount" has the meaning set forth in Section 2.02(d).

"Notice of Commitment Increase" has the meaning set forth in Section

2.02(b).

"Obligors" means the Borrower and the Subsidiary Guarantors, each an

"Obligor".

"Oil and Gas Properties" means Hydrocarbon Interests; the properties now or

hereafter pooled or unitized with Hydrocarbon Interests; all presently existing

or future unitization, pooling agreements and declarations of pooled units and

the units created thereby (including without limitation all units created under

orders, regulations and rules of any Governmental Authority having jurisdiction)

which may affect all or any portion of the Hydrocarbon Interests; all pipelines,

gathering lines, compression facilities, tanks and processing plants; all

interests held in royalty trusts whether presently existing or hereafter

created; all Hydrocarbons in and under and which may be produced, saved,

processed or attributable to the Hydrocarbon Interests, the lands covered

thereby and all Hydrocarbons in pipelines, gathering lines, tanks and processing

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plants and all rents, issues, profits, proceeds, products, revenues and other

incomes from or attributable to the Hydrocarbon Interests; all tenements,

hereditaments, appurtenances and properties in any way appertaining, belonging,

affixed or incidental to the Hydrocarbon Interests, and all rights, titles,

interests and estates described or referred to above, including any and all real

property, now owned or hereafter acquired, used or held for use in connection

with the operating, working or development of any of such Hydrocarbon Interests

or property and including any and all surface leases, rights-of-way, easements

and servitudes together with all additions, substitutions, replacements,

accessions and attachments to any and all of the foregoing; all oil, gas and

mineral leasehold and fee interests, all overriding royalty interests, mineral

interests, royalty interests, net profits interests, net revenue interests, oil

payments, production payments, carried interests and any and all other interests

in Hydrocarbons; in each case whether now owned or hereafter acquired directly

or indirectly.

"Other Taxes" means any and all present or future stamp or documentary

taxes or any other excise or property taxes, charges or similar levies arising

from any payment made hereunder or from the execution, delivery or enforcement

of, or otherwise with respect to, this Agreement.

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

"PBGC" means the Pension Benefit Guaranty Corporation referred to and

defined in ERISA and any successor entity performing similar functions.

"Permitted Encumbrances" means:

(a) Liens imposed by law for taxes, assessments, or other governmental

charges or levies that are not yet delinquent or are being contested in

compliance with Section 5.04;

(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's,

landlords, vendors, workmen, operators, and other like Liens arising in the

ordinary course of business or incident to the exploration, development,

operation, processing and maintenance of Hydrocarbons and related

facilities and assets and securing obligations that are not overdue by more

than 90 days or are being contested in compliance with Section 5.04;

compliance with workers' compensation, unemployment insurance, and other

social security laws or regulations;

(d) deposits to secure the performance of bids, tenders, trade

contracts, leases, statutory obligations, surety and appeal bonds,

performance bonds, and other obligations of a like nature, in each case

in the ordinary course of business;

(e) judgment liens in respect of judgments that do not constitute an

Event of Default under clause (k) of Article VII;

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(f) easements, zoning restrictions, rights-of-way, servitudes,

permits, conditions, exceptions, reservations, and similar encumbrances on

real property imposed by law or arising in the ordinary course of business

that do not secure any Indebtedness and do not materially interfere with

the ordinary conduct of business of the Borrower or any Restricted

Subsidiary;

(g) legal or equitable encumbrances deemed to exist by reason of

negative pledges such as in Section 6.02 of this Agreement or the existence

of any litigation or other legal proceeding and any related lis pendens

filing (excluding any attachment prior to judgment, judgment lien or

attachment lien in aid of execution on a judgment);

(h) rights of a common owner of any interest in property held by

Borrower or any Restricted Subsidiary as a common owner;

(i) farmout, carried working interest, joint operating, unitization,

royalty, overriding royalty, sales, area of mutual interest, division

order, joint venture, partnership and similar agreements relating to the

exploration or development of, or production from, oil and gas properties

incurred in the ordinary course of business,

(j) Liens arising pursuant to Section 9.343 of the Texas Uniform

Commercial Code or other similar statutory provisions of other states with

respect to production purchased from others;

(k) any defects, irregularities, or deficiencies in title to

easements, rights-of-way, or other properties which do not in the aggregate

have a Material Adverse Effect;

(l) Liens on the stock or other ownership interest of or in any

Unrestricted Subsidiary, provided that there is no recourse to the Borrower

or any Restricted Subsidiary other than recourse to such stock or other

ownership interest and proceeds thereof;

(m) Liens resulting from the deposit of funds or evidences of

Indebtedness in trust for the purpose of defeasing Indebtedness of the

Borrower or any Restricted Subsidiary;

(n) Liens arising under customary letter of credit reimbursement

agreements and customary deposit account agreement, and similar agreements

entered into in the ordinary course of business with respect to instruments

or money in the possession of the other party thereto in the ordinary

course of business; and

(o) Liens in renewal or extension of any of the foregoing permitted

Liens, so long as limited to the property or assets encumbered and the

amounts of indebtedness secured immediately prior to such renewal or

extension is not increased.

"Person" means any natural person, corporation, limited liability company,

trust, joint venture, association, company, partnership, Governmental Authority

or other entity.

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"Plan" means any employee pension benefit plan (other than a Multiemployer

Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code

or Section 302 of ERISA, and in respect of which the Borrower or any ERISA

Affiliate is (or, if such plan were terminated, would under Section 4069 of

ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

"Prime Rate" means the rate of interest per annum publicly announced from

time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its

principal office in New York City; each change in the Prime Rate shall be

effective from and including the date such change is publicly announced as being

effective.

"Proved Reserves" means the estimated quantities of crude oil, condensate,

natural gas and natural gas liquids that adequate geological and engineering

data demonstrate with reasonable certainty to be recoverable in future years

from proved reservoirs under existing economic and operating conditions (i.e.,

prices and costs as of the date the estimate is made).

"PV" means the calculation of the net present value of projected future

cash flows from Proved Reserves based upon the most recently delivered Reserve

Report (using the arithmetical average of the discount rate and customary price

deck of JPMorgan Chase Bank, N.A. and Wachovia Bank, National Association as of

the December 31 effective date of such Reserve Report and giving effect to the

Borrower's hedging arrangements and long-term contracts). For purposes of

calculating the PV, a maximum of 35% of the PV value will be included from

Proved Reserves that are not proved developed producing reserves. If, during any

period between the December 31 effective dates of Reserve Reports, the aggregate

fair market value, in the reasonable opinion of the Borrower, of Oil and Gas

Properties disposed of or purchased by the Borrower and the Restricted

Subsidiaries shall exceed $100,000,000, then the PV for such period shall be

reduced or increased, as the case may be, from time to time, by an amount equal

to the value assigned such Oil and Gas Properties in the most recent calculation

of the PV for such period (or if no value was assigned, by an amount agreed to

by the Borrower, JPMorgan Chase Bank, N.A. and Wachovia Bank, National

Association). PV shall reflect the deferred revenue with respect to production

payments included in Total Debt, at a value that is equal to the amount of

deferred revenues so included in Total Debt.

"Reducing Percentage Lender" has the meaning set forth in Section 2.02(d).

"Reduction Amount" has the meaning set forth in Section 2.02(d).

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

"Related Parties" means, with respect to any specified Person, such

Person's Affiliates and the respective directors, officers, employees, agents

and advisors of such Person and such Person's Affiliates.

"Required Lenders" means, at any time, Lenders having Credit Exposures and

unused Commitments representing greater than 50% of the sum of the total Credit

Exposures and unused Commitments at such time.

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"Reserve Report" means a report prepared as of December 31 of each year by

the Borrower with respect to the Oil and Gas Properties of the Borrower and the

Restricted Subsidiaries and audited at least as to 60% of the net present value

of all such Proved Reserves by Gaffney, Cline & Associates, Ryder Scott Company,

Netherland, Sewell & Associates, Inc. or another independent engineering firm

selected by the Borrower and reasonably acceptable to the Administrative Agent.

"Restricted Subsidiaries" means all Subsidiary Guarantors and, without

duplication, all Subsidiaries of the Borrower that are not Unrestricted

Subsidiaries.

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

"S&P" means Standard & Poor's.

"Stable Investment Grade Date" means the first date on which the Borrower's

Index Debt rating is BBB- or better by S&P's (without negative outlook or

negative watch) or Baa3 or better by Moody's (without negative outlook or review

for downgrade), unless one of the two ratings is two or more categories lower

than the other and the category that is one above the lower rating is not BBB-

or Baa3 or better.

"Statutory Reserve Rate" means a fraction (expressed as a decimal), the

numerator of which is the number one and the denominator of which is the number

one minus the aggregate of the maximum reserve percentages (including any

marginal, special, emergency or supplemental reserves) expressed as a decimal

established by the Board to which the Administrative Agent is subject with

respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred

to as "Eurocurrency Liabilities" in Regulation D of the Board). Such reserve

percentages shall include those imposed pursuant to such Regulation D.

Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be

subject to such reserve requirements without benefit of or credit for proration,

exemptions or offsets that may be available from time to time to any Lender

under such Regulation D or any comparable regulation. The Statutory Reserve Rate

shall be adjusted automatically on and as of the effective date of any change in

any reserve percentage.

"Sub-Investment Grade Date" means the first date on which the Borrower's

Index Debt rating is BB+ or worse by S&P's and Ba1 or worse by Moody's; provided

that no Sub-Investment Grade Date shall occur after the occurrence of a Stable

Investment Grade Date.

"subsidiary" means, with respect to any Person (the "parent") at any date,

any corporation, limited liability company, partnership, association or other

entity the accounts of which would be consolidated with those of the parent in

the parent's consolidated financial statements if such financial statements were

prepared in accordance with GAAP as of such date, as well as any other

corporation, limited liability company, partnership, association or other entity

of which securities or other ownership interests representing more than 50% of

the ordinary voting power or, in the case of a partnership, more than 50% of the

general partnership interests are, as of such date, owned, controlled or held by

the parent and one or more subsidiaries of the parent.

"Subsidiary" means any subsidiary of the Borrower.

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"Subsidiary Guarantor" means any Restricted Subsidiary that is required to

execute and deliver a Subsidiary Guaranty.

"Subsidiary Guaranty" means a Subsidiary Guaranty substantially in the form

of Exhibit D executed by a Restricted Subsidiary

"Swap Agreement" means any agreement with respect to any swap, forward,

future or derivative transaction or option or similar agreement involving, or

settled by reference to, one or more rates, currencies, commodities, equity or

debt instruments or securities, or economic, financial or pricing indices or

measures of economic, financial or pricing risk or value or any similar

transaction or any combination of these transactions; provided that no phantom

stock or similar plan providing for payments only on account of services

provided by current or former directors, officers, employees or consultants of

the Borrower or the Subsidiaries shall be a Swap Agreement.

"Swingline Commitment" means, with respect to each Swingline Lender, the

commitment of such Swingline Lender to make Swingline Loans. The amount of each

Swingline Commitment for each Swingline Lender is $50,000,000 and the total

Swingline Commitment is $100,000,000.

"Swingline Exposure" means at any time, the aggregate principal amount of

all Swingline Loans outstanding at such time. The Swingline Exposure of any

Lender at any time shall be its Applicable Percentage of the total Swingline

Exposure at such time.

"Swingline Lenders" means JPMorgan Chase Bank, N.A. and Wachovia Bank,

National Association.

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

"Taxes" means any and all present or future taxes, levies, imposts, duties,

deductions, charges or withholdings imposed by any Governmental Authority.

"Total Adjusted Debt" means as of any date of determination, all

Indebtedness (without duplication) of the Borrower and the Restricted

Subsidiaries on a consolidated basis (including any Indebtedness proposed to be

incurred on such date of determination and excluding all Indebtedness to be paid

on such date of determination with the proceeds thereof).

"Total Cap" means, as of any date of determination, the sum of Total Debt

plus Consolidated Tangible Net Worth of the Borrower and the Restricted

Subsidiaries.

"Total Debt" means as of any date of determination, all Indebtedness

(without duplication) of the Borrower and the Restricted Subsidiaries on a

consolidated basis (including any Indebtedness proposed to be incurred on such

date of determination and excluding all Indebtedness to be paid on such date of

determination with the proceeds thereof and excluding any Indebtedness described

in clause (g) of the definition of Indebtedness herein).

"Transactions" means the execution, delivery and performance by the

Borrower of this Agreement, the borrowing of Loans, the use of the proceeds

thereof, and the issuance of Letters of Credit hereunder and the guarantee by

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the Subsidiary Guarantors of the obligations of the Borrower under this

Agreement.

"Type", when used in reference to any Loan or Borrowing, refers to whether

the rate of interest on such Loan, or on the Loans comprising such Borrowing, is

determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

"Unrestricted Subsidiary" means:

(1) any Subsidiary of the Borrower that at the time of determination

shall be designated an Unrestricted Subsidiary by a Financial Officer of the

Borrower in the manner provided below; and

(2) any Subsidiary of an Unrestricted Subsidiary. A Financial Officer

may designate any Subsidiary of the Borrower (including any newly acquired or

newly formed Subsidiary of the Borrower and a Restricted Subsidiary but

excluding any Subsidiary Guarantor) to be an Unrestricted Subsidiary unless such

Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness

of, or owns or holds any Lien on any property of, the Borrower or any other

Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary to be so

designated. A Financial Officer may designate any Unrestricted Subsidiary to be

a Restricted Subsidiary; provided, however, that (i) giving effect to such

designation shall not result in the occurrence and continuance of a Default and

(ii) any Indebtedness of such Subsidiary shall not be secured by Liens at the

time of such designation except for Liens permitted by Section 6.02. Any such

designation by a Financial Officer shall be evidenced to the Administrative

Agent by promptly filing with the Administrative Agent a copy of the resolution

of a Financial Officer giving effect to such designation and an Officers'

Certificate certifying that such designation complied with the foregoing

provisions.

"Withdrawal Liability" means liability to a Multiemployer Plan as a result

of a complete or partial withdrawal from such Multiemployer Plan, as such terms

are defined in Part I of Subtitle E of Title IV of ERISA.

Section 1.02 Classification of Loans and Borrowings. For purposes of this

Agreement, Loans may be classified and referred to by Class (e.g., a "Revolving

Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type (e.g., a

"Eurodollar Revolving Loan"). Borrowings also may be classified and referred to

by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a "Eurodollar

Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving Borrowing").

Section 1.03 Terms Generally. The definitions of terms herein shall apply

equally to the singular and plural forms of the terms defined. Whenever the

context may require, any pronoun shall include the corresponding masculine,

feminine and neuter forms. The words "include", "includes" and "including" shall

be deemed to be followed by the phrase "without limitation". The word "will"

shall be construed to have the same meaning and effect as the word "shall".

Unless the context requires otherwise any definition of or reference to any

agreement, instrument or other document herein shall be construed as referring

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to such agreement, instrument or other document as from time to time amended,

supplemented or otherwise modified (subject to any restrictions on such

amendments, supplements or modifications set forth herein), any reference herein

to any Person shall be construed to include such Person's successors and

assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar

import, shall be construed to refer to this Agreement in its entirety and not to

any particular provision hereof, (d) all references herein to Articles,

Sections, Exhibits and Schedules shall be construed to refer to Articles and

Sections of, and Exhibits and Schedules to, this Agreement and (e) the words

"asset" and "property" shall be construed to have the same meaning and effect

and to refer to any and all tangible and intangible assets and properties,

including cash, securities, accounts and contract rights.

Section 1.04 Accounting Terms; GAAP. Except as otherwise expressly provided

herein, all terms of an accounting or financial nature shall be construed in

accordance with GAAP, as in effect from time to time; provided that, if the

Borrower notifies the Administrative Agent that the Borrower requests an

amendment to any provision hereof to eliminate the effect of any change

occurring after the date hereof in GAAP (including but not limited to any

Statement of Financial Accounting Standards) or in the application thereof on

the operation of such provision (or if the Administrative Agent notifies the

Borrower that the Required Lenders request an amendment to any provision hereof

for such purpose), regardless of whether any such notice is given before or

after such change in GAAP or in the application thereof, then such provision

shall be interpreted on the basis of GAAP as in effect and applied immediately

before such change shall have become effective until such notice shall have been

withdrawn or such provision amended in accordance herewith.

ARTICLE II

THE CREDITS

Section 2.01 Commitments. Subject to the terms and conditions set forth

herein, each Lender agrees to make Revolving Loans in dollars to the Borrower

from time to time during the Availability Period in an aggregate principal

amount that will not result in (i) such Lender's Credit Exposure exceeding such

Lender's Commitment or (ii) the sum of the total Credit Exposures exceeding the

total Commitments. Within the foregoing limits and subject to the terms and

conditions set forth herein, the Borrower may borrow, prepay and reborrow

Revolving Loans.

Section 2.02 Commitment Increase.

(a) Subject to the terms and conditions set forth herein, the Borrower

shall have the right, without the consent of the Lenders but with the prior

approval of the Administrative Agent, to cause from time to time an increase in

the Commitments of the Lenders (a "Commitment Increase") by adding to this

Agreement one or more additional financial institutions that is not already a

Lender hereunder and that is reasonably satisfactory to the Administrative Agent

or by allowing one or more existing Lenders to increase their respective

Commitments (each a "CI Lender"); provided, however that (i) no Event of Default

shall have occurred which is continuing, no such Commitment Increase shall cause

the Commitments under this Agreement to exceed $1,800,000,000, (iii) no Lender's

Commitment shall be increased without such Lender's prior written consent, (iv)

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if, on the effective date of such increase, any Loans have been funded, then the

Borrower shall be obligated to pay any breakage fees or costs in connection with

the reallocation of such outstanding Loans, and (v) each CI Lender shall execute

a joinder agreement in the form of Exhibit G attached hereto (a "Joinder

Agreement").

(b) Any Commitment Increase shall be requested by written notice from

the Borrower to the Administrative Agent (a "Notice of Commitment Increase") in

the form of Exhibit B attached hereto and shall be approved by the

Administrative Agent, such consent to not be unreasonably withheld. Each such

Notice of Commitment Increase shall specify (i) the proposed effective date of

such Commitment Increase, which date shall be no earlier than five (5) Business

Days after receipt by the Administrative Agent of such Notice of Commitment

Increase, (ii) the amount of the requested Commitment Increase (provided that

after giving effect to such requested Commitment Increase, the aggregate amount

of the Commitments does not exceed the amount set forth in subsection (a)(ii)

above), (iii) the identity of each CI Lender, and (iv) the amount of the

respective Commitments of the then existing Lenders and the CI Lenders from and

after the Commitment Increase Effective Date (as defined below). The

Administrative Agent shall review each Notice of Commitment Increase and shall

notify the Borrower whether or not the Administrative Agent consents to the

proposed Commitment Increase. If the Administrative Agent consents to such

Commitment Increase (such consent not to be unreasonably withheld), the

Administrative Agent shall execute a counterpart of the Notice of Commitment

Increase and such Commitment Increase shall be effective on the proposed

effective date set forth in the Notice of Commitment Increase (if the

Administrative Agent consented to such Commitment Increase prior to such

proposed date) or on another date agreed to by the Administrative Agent and the

Borrower (such date referred to as the "Commitment Increase Effective Date").

there are Loans outstanding as of such date, (i) each CI Lender shall, by wire

transfer of immediately available funds, deliver to the Administrative Agent

such CI Lender's New Funds Amount, which amount, for each such CI Lender, shall

constitute Loans made by such CI Lender to the Borrower pursuant to this

Agreement on such Commitment Increase Effective Date, (ii) the Administrative

Agent shall, by wire transfer of immediately available funds, pay to each then

Reducing Percentage Lender its Reduction Amount, which amount, for each such

Reducing Percentage Lender, shall constitute a prepayment by the Borrower

pursuant to Section 2.11, ratably in accordance with the respective principal

amounts thereof, of the principal amounts of all then outstanding Loans of such

Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay

to each Lender any breakage fees or costs in connection with the reallocation of

any outstanding Loans.

(d) For purposes of this Section 2.02 and Exhibit B, the following

defined terms shall have the following meanings: (i) "New Funds Amount" means

the amount equal to the product of a CI Lender's increased Commitment or a CI

Lender's new Commitment (as applicable) represented as a percentage of the

aggregate Commitments after giving effect to the Commitment Increase, times the

aggregate principal amount of the outstanding Loans immediately prior to giving

effect to the Commitment Increase, if any, as of a Commitment Increase Effective

Date (without regard to any increase in the aggregate principal amount of Loans

as a result of borrowings made after giving effect to the Commitment Increase on

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such Commitment Increase Effective Date); (ii) "Reducing Percentage Lender"

means each then existing Lender immediately prior to giving effect to the

Commitment Increase that does not increase its respective Commitment as a result

of the Commitment Increase and whose relative percentage of the Commitments

shall be reduced after giving effect to such Commitment Increase; and (iii)

"Reduction Amount" means the amount by which a Reducing Percentage Lender's

outstanding Loans decrease as of a Commitment Increase Effective Date (without

regard to the effect of any borrowings made on such Commitment Increase

Effective Date after giving effect to the Commitment Increase).

(e) Each Commitment Increase shall become effective on its Commitment

Increase Effective Date and upon such effectiveness (i) the Administrative Agent

shall record in the register each then CI Lender's information as provided in

the Notice of Commitment Increase and pursuant to an Administrative

Questionnaire satisfactory to the Administrative Agent that shall be executed

and delivered by each CI Lender to the Administrative Agent on or before the

Commitment Increase Effective Date, (ii) Schedule 2.01 hereof shall be amended

and restated to set forth all Lenders (including any CI Lenders) that will be

Lenders hereunder after giving effect to such Commitment Increase (which shall

be set forth in Annex I to the applicable Notice of Commitment Increase) and the

Administrative Agent shall distribute to each Lender (including each CI Lender)

a copy of such amended and restated Schedule 2.01, and (iii) each CI Lender

identified on the Notice of Commitment Increase for such Commitment Increase

shall be a "Lender" for all purposes under this Agreement.

Section 2.03 Revolving Loans and Borrowings.

(a) Each Revolving Loan shall be made as part of a Borrowing

consisting of Revolving Loans made by the Lenders ratably in accordance with

their respective Commitments. The failure of any Lender to make any Loan

required to be made by it shall not relieve any other Lender of its obligations

hereunder; provided that the Commitments of the Lenders are several and no

Lender shall be responsible for any other Lender's failure to make Loans as

required.

(b) Subject to Section 2.14, each Revolving Borrowing shall be

comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request

in accordance herewith. Each Lender at its option (but subject to Section 2.19)

may make any Eurodollar Loan by causing any domestic or foreign branch or

Affiliate of such Lender to make such Loan; provided that any exercise of such

option shall not affect the obligation of the Borrower to repay such Loan in

accordance with the terms of this Agreement.

Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an

integral multiple of $1,000,000 and not less than $5,000,000. At the time that

each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate

amount that is an integral multiple of $1,000,000 and not less than $5,000,000;

provided that an ABR Revolving Borrowing may be in an aggregate amount that is

equal to the entire unused balance of the total Commitments or that is required

to finance the reimbursement of an LC Disbursement as contemplated by Section

2.06(e). Borrowings of more than one Type and Class may be outstanding at the

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same time; provided that there shall not at any time be more than a total of

fifteen (15) Eurodollar Revolving Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, the

Borrower shall not be entitled to request, or to elect to convert or continue,

any Revolving Borrowing if the Interest Period requested with respect thereto

would end after the Maturity Date.

Section 2.04 Requests for Revolving Borrowings. To request a Revolving

Borrowing, the Borrower shall notify the Administrative Agent of such request by

telephone (a) in the case of a Eurodollar Borrowing, not later than 12:00 noon,

New York City time, three Business Days before the date of the proposed

Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon,

New York City time, on the same Business Day of the proposed Borrowing; provided

that any such notice of an ABR Borrowing to finance the reimbursement of an LC

Disbursement as contemplated by Section 2.06(e) may be given not later than

12:00 noon, New York City time, on the date of the proposed Borrowing. Each such

telephonic Borrowing Request shall be irrevocable and shall be confirmed

promptly by hand delivery or telecopy to the Administrative Agent of a written

Borrowing Request in a form approved by the Administrative Agent and signed by

the Borrower. Each such telephonic and written Borrowing Request shall specify

the following information in compliance with Section 2.02:

(i) the aggregate amount of the requested Borrowing;

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

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

Eurodollar Borrowing;

(iv) in the case of a Eurodollar Borrowing, the initial Interest

Period to be applicable thereto, which shall be a period contemplated by the

definition of the term "Interest Period"; and

(v) the location and number of the Borrower's account to which

funds are to be disbursed, which shall comply with the requirements of Section

2.07.

If no election as to the Type of Revolving Borrowing is specified, then the

requested Borrowing shall be an ABR Borrowing. If no Interest Period is

specified with respect to any requested Eurodollar Revolving Borrowing, then the

Borrower shall be deemed to have selected an Interest Period of one month's

duration. Promptly following receipt of a Borrowing Request in accordance with

this Section, the Administrative Agent shall advise each Lender of the details

thereof and of the amount of such Lender's Loan to be made as part of the

requested Borrowing.

Section 2.05 Swingline Loans.

(a) Subject to the terms and conditions set forth herein, the

Swingline Lenders agree to make Swingline Loans in dollars to the Borrower from

time to time during the Availability Period ratably in accordance with its

respective Swingline Commitment, in an aggregate principal amount at any time

outstanding that will not result in (i) the aggregate principal amount of

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outstanding Swingline Loans exceeding for the Swingline Lender $50,000,000 or

for both Swingline Lenders $100,000,000 or (ii) the total Credit Exposures

exceeding the total Commitments; provided that the Swingline Lenders shall not

be required to make a Swingline Loan to refinance an outstanding Swingline Loan.

Within the foregoing limits and subject to the terms and conditions set forth

herein, the Borrower may borrow, prepay and reborrow Swingline Loans. The

failure of any Swingline Lender to make any Swingline Loan required to be made

by it shall not relieve any other Swingline Lender of its obligations hereunder;

provided that the Swingline Commitments of the Swingline Lenders are several and

no Swingline Lender shall be responsible for any other Swingline Lender's

failure to make Loans as required. Each Swingline Loan shall be in an amount

that is an integral multiple of $1,000,000 and not less than $5,000,000;

provided, that a Swingline Loan may be in an aggregate amount that is equal to

the entire available balance of the total Swingline Commitments or that is

required to finance the reimbursement of an LC Disbursement as contemplated by

Section 2.06(c).

(b) To request a Swingline Loan, the Borrower shall notify the

Administrative Agent of such request by telephone (confirmed by telecopy), not

later than 1:00 p.m., New York City time, on the day of a proposed Swingline

Loan. Each such notice shall be irrevocable and shall specify the requested date

(which shall be a Business Day) and amount of the requested Swingline Loan. The

Administrative Agent will promptly advise each Swingline Lender of any such

notice received from the Borrower. Each Swingline Lender shall make its pro rata

share of each Swingline Loan available to the Administrative Agent who will in

turn make such amount received available to the Borrower by means of a credit to

the general deposit account of the Borrower with the Administrative Agent (or,

in the case of a Swingline Loan made to finance the reimbursement of an LC

Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank)

by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

Administrative Agent not later than 10:00 a.m., New York City time, on any

Business Day require the Lenders to acquire participations on such Business Day

in all or a portion of the Swingline Loans outstanding. Such notice shall

specify the aggregate amount of Swingline Loans in which Lenders will

participate. Promptly upon receipt of such notice, the Administrative Agent will

give notice thereof to each Lender, specifying in such notice such Lender's

Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby

absolutely and unconditionally agrees, upon receipt of notice as provided above,

to pay to the Administrative Agent, for the account of each Swingline Lender,

such Lender's Applicable Percentage of such Swingline Loan or Loans. Each Lender

acknowledges and agrees that its obligation to acquire participations in

Swingline Loans pursuant to this Section 2.05(c) is absolute and unconditional

and shall not be affected by any circumstance whatsoever, including the

occurrence and continuance of a Default or reduction or termination of the

Commitments, and that each such payment shall be made without any offset,

abatement, withholding or reduction whatsoever. Each Lender shall comply with

its obligation under this Section 2.05(c) by wire transfer of immediately

available funds, in the same manner as provided in Section 2.07 with respect to

Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to

the payment obligations of the Lenders), and the Administrative Agent shall

promptly pay to the Swingline Lenders the amounts so received by it from the

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Lenders. The Administrative Agent shall notify the Borrower of any

participations in any Swingline Loan acquired pursuant to this Section 2.05(c),

and thereafter payments in respect of such Swingline Loan shall be made to the

Administrative Agent and not to the Swingline Lenders. Any amounts received by a

Swingline Lender from the Borrower (or other party on behalf of the Borrower) in

respect of a Swingline Loan after receipt by such Swingline Lender of the

proceeds of a sale of participations therein shall be promptly remitted to the

Administrative Agent; any such amounts received by the Administrative Agent

shall be promptly remitted by the Administrative Agent to the Lenders that shall

have made their payments pursuant to this Section 2.05(c) and to such Swingline

Lender, as their interests may appear; provided that any such payment so

remitted shall be repaid to such Swingline Lender or to the Administrative

Agent, as applicable, if and to the extent such payment is required to be

refunded to the Borrower for any reason. The purchase of participations in a

Swingline Loan pursuant to this Section 2.05(c) shall not relieve the Borrower

of any default in the payment thereof.

Section 2.06 Letters of Credit.

(a) General. The Borrower, the Administrative Agent, Bank of America,

N.A., as the Issuing Bank, and Lenders hereby agree that all Existing Letters of

Credit shall be deemed to be issued under this Agreement as of the Effective

Date and shall constitute Letters of Credit hereunder for all purposes (except

that the Issuing Bank's standard issuance fee shall not be payable on such

deemed issuance). Except as provided in Section 2.06(i), Bank of America, N.A.

shall only serve as Issuing Bank for the Existing Letters of Credit, and

JPMorgan Chase Bank, N.A. and Wachovia Bank, National Association shall serve as

Issuing Bank for all other Letters of Credit. Subject to the terms and

conditions set forth herein, the Borrower may request the issuance of standby

Letters of Credit, in dollars and in a form reasonably acceptable to the

Administrative Agent and the applicable Issuing Bank, at any time and from time

to time during the Availability Period. In the event of any inconsistency

between the terms and conditions of this Agreement and the terms and conditions

of any form of letter of credit application or other agreement submitted by the

Borrower to, or entered into by the Borrower with, the applicable Issuing Bank

relating to any Letter of Credit, the terms and conditions of this Agreement

shall control.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain

Condition. To request the issuance of a Letter of Credit (or the amendment,

renewal or extension of an outstanding Letter of Credit), the Borrower shall

hand deliver or telecopy (or transmit by electronic communication, if

arrangements for doing so have been approved by the applicable Issuing Bank) to

the applicable Issuing Bank and the Administrative Agent (reasonably in advance

of the requested date of issuance, amendment, renewal or extension) a notice

requesting the issuance of a Letter of Credit, or identifying the Letter of

Credit to be amended, renewed or extended, and specifying the date of issuance,

amendment, renewal or extension (which shall be a Business Day), the date on

which such Letter of Credit is to expire (which shall comply with paragraph (c)

below), the amount of such Letter of Credit, the name and address of the

beneficiary thereof and such other information as shall be necessary to prepare,

amend, renew or extend such Letter of Credit. If requested by an Issuing Bank,

the Borrower also shall submit a letter of credit application on such Issuing

Bank's standard form in connection with any request for a Letter of Credit;

provided that no provision in such application shall be deemed effective to the

extent such provision contains, provides for, or requires, representations,

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warranties, covenants, security interests, Liens, indemnities, reimbursements of

costs or expenses, events of defaults, remedies, or standards of care or to the

extent such provision conflicts or is inconsistent with this Agreement. A Letter

of Credit shall be issued, amended, renewed or extended only if (and upon

issuance, amendment, renewal or extension of each Letter of Credit the Borrower

shall be deemed to represent and warrant that), after giving effect to such

issuance, amendment, renewal or extension (i) the total Credit Exposures shall

not exceed the total Commitments and (ii) the LC Exposure of such Issuing Bank

shall not exceed in the aggregate $250,000,000 at any time.

the close of business on the earlier of (i) the date one year after the date of

the issuance of such Letter of Credit (or, in the case of any renewal or

extension thereof, one year after such renewal or extension) and (ii) the date

that is five Business Days prior to the Maturity Date ;provided that no Letter

of Credit may expire after the date that is five Business Days prior to an

Existing Maturity Date in respect of any Declining Lenders under Section 2.20

if, after giving effect to such Letter of Credit, the aggregate Commitments of

the Consenting Lenders (including any replacement Lenders) for the period

following such Existing Maturity Date would be less than the LC Exposure

following such Existing Maturity Date.

(d) Participation. By the issuance of a Letter of Credit (or an

amendment to a Letter of Credit increasing the amount thereof) and without any

further action on the part of the Issuing Banks or the Lenders, the Issuing

Banks hereby grant to each Lender, and each Lender hereby acquires from the

Issuing Banks, a participation in such Letter of Credit equal to such Lender's

Applicable Percentage of the aggregate amount available to be drawn under such

Letter of Credit. In consideration and in furtherance of the foregoing, each

Lender hereby absolutely and unconditionally agrees to pay to the Administrative

Agent, for the account of the Issuing Banks, such Lender's Applicable Percentage

of each LC Disbursement made by the Issuing Banks and not reimbursed by the

Borrower on the date due as provided in paragraph (e) below, or of any

reimbursement payment required to be refunded to the Borrower for any reason.

Each Lender acknowledges and agrees that its obligation to acquire

participations pursuant to this paragraph in respect of Letters of Credit is

absolute and unconditional and shall not be affected by any circumstance

whatsoever, including any amendment, renewal or extension of any Letter of

Credit or the occurrence and continuance of a Default or reduction or

termination of the Commitments, and that each such payment shall be made without

any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement. If an Issuing Bank shall make any LC Disbursement

in respect of a Letter of Credit, the Borrower shall reimburse such LC

Disbursement by paying to the Administrative Agent an amount equal to such LC

Disbursement not later than 1:00 p.m., New York City time, on the date that such

LC Disbursement is made, if the Borrower shall have received notice of such LC

Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such

notice has not been received by the Borrower prior to such time on such date,

then not later than 12:00 noon, New York City time, on (i) the Business Day that

the Borrower receives such notice, if such notice is received prior to 10:00

a.m., New York City time, on the day of receipt, or (ii) the Business Day

immediately following the day that the Borrower receives such notice, if such

notice is not received prior to such time on the day of receipt; provided that,

if such LC Disbursement is not less than $5,000,000, the Borrower may, subject

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to the conditions to borrowing set forth herein, request in accordance with

Section 2.04 that such payment be financed with an ABR Revolving Borrowing or

Swingline Loan in an equivalent amount and, to the extent so financed, the

Borrower's obligation to make such payment shall be discharged and replaced by

the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails

to make such payment when due, the Administrative Agent shall notify each Lender

of the applicable LC Disbursement, the payment then due from the Borrower in

respect thereof and such Lender's Applicable Percentage thereof. Promptly

following receipt of such notice, each Lender shall pay to the Administrative

Agent its Applicable Percentage of the payment then due from the Borrower, in

the same manner as provided in Section 2.07 with respect to Loans made by such

Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment

obligations of the Lenders), and the Administrative Agent shall promptly pay to

the Issuing Bank the amounts so received by it from the Lenders. Promptly

following receipt by the Administrative Agent of any payment from the Borrower

pursuant to this paragraph, the Administrative Agent shall distribute such

payment to the Issuing Bank or, to the extent that Lenders have made payments

pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders

and the Issuing Bank as its interests may appear. Any payment made by a Lender

pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement

(other than the funding of ABR Revolving Loans or Swingline Loan as contemplated

above) shall not constitute a Loan and shall not relieve the Borrower of its

obligation to reimburse such LC Disbursement.

(f) Obligations Absolute. The Borrower's obligation to reimburse LC

Disbursements as provided in paragraph (e) above shall be absolute,

unconditional and irrevocable, and shall be performed strictly in accordance

with the terms of this Agreement under any and all circumstances whatsoever and

irrespective of (i) any lack of validity or enforceability of any Letter of

Credit or this Agreement, or any term or provision therein, (ii) any draft or

other document presented under a Letter of Credit proving to be forged,

fraudulent or invalid in any respect or any statement therein being untrue or

inaccurate in any respect, or (iii) any other event or circumstance whatsoever

(other than failure to comply with the terms of such Letter of Credit), whether

or not similar to any of the foregoing, that might, but for the provisions of

this Section, constitute a legal or equitable discharge of, or provide a right

of setoff against, the Borrower's obligations hereunder. Neither the

Administrative Agent, the Lenders nor the Issuing Banks, nor any of their

Related Parties, shall have any liability or responsibility by reason of or in

connection with the issuance or transfer of any Letter of Credit or any payment

or failure to make any payment thereunder (irrespective of any of the

circumstances referred to in the preceding sentence), or any error, omission,

interruption, loss or delay in transmission or delivery of any draft, notice or

other communication under or relating to any Letter of Credit (including any

document required to make a drawing thereunder), any error in interpretation of

technical terms or any consequence arising from causes beyond the control of the

Issuing Banks; provided that the foregoing shall not be construed to excuse the

Issuing Banks from liability to the Borrower to the extent of any direct damages

(as opposed to consequential damages, claims in respect of which are hereby

waived by the Borrower to the extent permitted by applicable law) suffered by

the Borrower that are caused by the Issuing Banks' failure to exercise care when

determining whether drafts and other documents presented under a Letter of

Credit comply with the terms thereof. The parties hereto expressly agree that,

in the absence of gross negligence or willful misconduct on the part of the

Issuing Banks (as finally determined by a court of competent jurisdiction), the

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Issuing Banks shall be deemed to have exercised care in each such determination.

In furtherance of the foregoing and without limiting the generality thereof, the

parties agree that, with respect to documents presented which appear on their

face to be in substantial compliance with the terms of a Letter of Credit, the

Issuing Banks may, in their sole discretion, either accept and make payment upon

such documents without responsibility for further investigation, regardless of

any notice or information to the contrary, or refuse to accept and make payment

upon such documents if such documents are not in strict compliance with the

terms of such Letter of Credit.

(g) Disbursement Procedures. The Issuing Banks shall, promptly

following receipt thereof, examine all documents purporting to represent a

demand for payment under a Letter of Credit. The Issuing Banks shall promptly

notify the Administrative Agent and the Borrower by telephone (confirmed by

telecopy) of such demand for payment and whether the Issuing Banks have made or

will make an LC Disbursement thereunder; provided that any failure to give or

delay in giving such notice shall not relieve the Borrower of its obligation to

reimburse the Issuing Banks and the Lenders with respect to any such LC

Disbursement.

(h) Interim Interest. If an Issuing Bank shall make any LC

Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in

full on the date such LC Disbursement is made, the unpaid amount thereof shall

bear interest, for each day from and including the date such LC Disbursement is

made to but excluding the date that the Borrower reimburses such LC

Disbursement, at the rate per annum then applicable to ABR Revolving Loans;

provided that, if the Borrower fails to reimburse such LC Disbursement when due

pursuant to paragraph (e) above, then Section 2.13(d) shall apply. Interest

accrued pursuant to this paragraph shall be for the account of the Issuing Bank,

except that interest accrued on and after the date of payment by any Lender

pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be

for the account of such Lender to the extent of such payment.

(i) Replacement of the Issuing Banks. An Issuing Bank may be replaced

at any time by written agreement among the Borrower, the Administrative Agent,

the replaced Issuing Bank and the successor Issuing Bank. The Administrative

Agent shall notify the Lenders of any such replacement of an Issuing Bank. At

the time any such replacement shall become effective, the Borrower shall pay all

unpaid fees accrued for the account of the replaced Issuing Bank pursuant to

Section 2.12(b). From and after the effective date of any such replacement, (i)

the successor Issuing Bank shall have all the rights and obligations of the

Issuing Bank under this Agreement with respect to Letters of Credit to be issued

thereafter and (ii) references herein to the term "Issuing Bank" shall be deemed

to refer to such successor or to any previous Issuing Bank, or to such successor

and all previous Issuing Banks, as the context shall require. After the

replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain

a party hereto and shall continue to have all the rights and obligations of an

Issuing Bank under this Agreement with respect to Letters of Credit issued by it

prior to such replacement, but shall not be required to issue additional Letters

of Credit.

(j) Cash Collateralization. If the Loans have become immediately due

and payable pursuant to Article VII, on the Business Day following the Business

Day that the Borrower receives notice from the Administrative Agent (at the

direction of Required Lenders) or the Required Lenders demanding the deposit of

cash collateral pursuant to this paragraph, the Borrower shall deposit in an

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account with the Administrative Agent, in the name of the Administrative Agent

and for the benefit of the Lenders, an amount in cash equal to the LC Exposure

as of such date plus any accrued and unpaid interest on LC Disbursements

comprising such LC Exposure. Such deposit shall be held by the Administrative

Agent as collateral for the payment and performance of the obligations of the

Borrower under this Agreement. The Administrative Agent shall have exclusive

dominion and control, including the exclusive right of withdrawal, over such

account (which shall be invested in obligations of, obligations guaranteed by,

or obligations backed by the full faith and credit of, the United States of

America, certificates of deposit of Administrative Agent or commercial paper

having the highest rating from S&P or Moody's, in each case maturing in less

than 180 days). Other than any interest earned on the investment of such

deposits, which investments shall be made at the option and sole discretion of

the Administrative Agent and at the Borrower's risk and expense, such deposits

shall not bear interest. Interest or profits, if any, on such investments shall

accumulate in such account. Moneys in such account shall be applied by the

Administrative Agent to reimburse an Issuing Bank for LC Disbursements for which

it has not been reimbursed and, to the extent not so applied, shall be held for

the satisfaction of the reimbursement obligations of the Borrower for the LC

Exposure at such time or, if the maturity of the Loans has been accelerated (but

subject to the consent of Lenders with LC Exposure representing greater than 50%

of the total LC Exposure), be applied to satisfy other obligations of the

Borrower under this Agreement.

Section 2.07 Funding of Borrowings.

(a) Each Lender shall make each Loan to be made by it hereunder on the

proposed date thereof by wire transfer of immediately available funds by 1:00

pm, New York City time, to the account of the Administrative Agent most recently

designated by it for such purpose by notice to the Lenders; provided that

Swingline Loans shall be made as provided in Section 2.05. The Administrative

Agent will make such Loans available to the Borrower by promptly crediting the

amounts so received, in like funds, to an account of the Borrower maintained

with the Administrative Agent in New York City and designated by the Borrower in

the applicable Borrowing Request; provided that ABR Revolving Loans made to

finance the reimbursement of an LC Disbursement as provided in Section 2.06(e)

shall be remitted by the Administrative Agent to the applicable Issuing Bank.

(b) Unless the Administrative Agent shall have received notice from a

Lender prior to the proposed date of any Borrowing that such Lender will not

make available to the Administrative Agent such Lender's share of such

Borrowing, the Administrative Agent may assume that such Lender has made such

share available on such date in accordance with paragraph (a) of this Section

and may, in reliance upon such assumption, make available to the Borrower a

corresponding amount. In such event, if a Lender has not in fact made its share

of the applicable Borrowing available to the Administrative Agent, then the

applicable Lender and the Borrower severally agree to pay to the Administrative

Agent forthwith on demand such corresponding amount with interest thereon, for

each day from and including the date such amount is made available to the

Borrower to but excluding the date of payment to the Administrative Agent, at

(i) in the case of such Lender, the greater of the Federal Funds Effective Rate

and a rate determined by the Administrative Agent in accordance with banking

industry rules on interbank compensation or (ii) in the case of the Borrower,

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the interest rate applicable to the applicable Borrowing. If such Lender pays

such amount to the Administrative Agent, then such amount shall constitute such

Lender's Loan included in such Borrowing.

Section 2.08 Interest Elections.

(a) Each Revolving Borrowing initially shall be of the Type specified

in the applicable Borrowing Request and, in the case of a Eurodollar Revolving

Borrowing, shall have an initial Interest Period as specified in such Borrowing

Request. Thereafter, the Borrower may elect to convert such Borrowing to a

different Type or to continue such Borrowing and, in the case of a Eurodollar

Revolving Borrowing, may elect Interest Periods therefor, all as provided in

this Section. The Borrower may elect different options with respect to different

portions of the affected Borrowing, in which case each such portion shall be

allocated ratably among the Lenders holding the Loans comprising such Borrowing,

and the Loans comprising each such portion shall be considered a separate

Borrowing.

(b) To make an election pursuant to this Section, the Borrower shall

notify the Administrative Agent of such election by telephone by the time that a

Borrowing Request would be required under Section 2.04 if the Borrower were

requesting a Revolving Borrowing of the Type resulting from such election to be

made on the effective date of such election. Each such telephonic Interest

Election Request shall be irrevocable and shall be confirmed promptly by hand

delivery or telecopy to the Administrative Agent of a written Interest Election

Request in a form approved by the Administrative Agent and signed by the

Borrower.

specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies

and, if different options are being elected with respect to different portions

thereof, the portions thereof to be allocated to each resulting Borrowing (in

which case the information to be specified pursuant to clauses (iii) and (iv)

below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such

Interest Election Request, which shall be a Business Day; (iii) whether the

resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the

Interest Period to be applicable thereto after giving effect to such election,

which shall be a period contemplated by the definition of the term "Interest

Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does

not specify an Interest Period, then the Borrower shall be deemed to have

selected an Interest Period of one month's duration.

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(d) Promptly following receipt of an Interest Election Request, the

Administrative Agent shall advise each Lender of the details thereof and of such

Lender's portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election

Request with respect to a Eurodollar Borrowing prior to the end of the Interest

Period applicable thereto, then, unless such Borrowing is repaid as provided

herein, at the end of such Interest Period such Borrowing shall be converted to

an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of

Default has occurred and is continuing and the Administrative Agent, at the

request of the Required Lenders, so notifies the Borrower, then, so long as an

Event of Default is continuing (i) no outstanding Revolving Borrowing may be

converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each

Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing at the end

of the Interest Period applicable thereto.

Section 2.09 Termination and Reduction of Commitments.

(a) Unless previously terminated, the Commitments shall terminate on

the Maturity Date.

(b) The Borrower may at any time terminate, or from time to time,

reduce the Commitments; provided that (i) each reduction of the Commitments

shall be in an amount that is an integral multiple of $1,000,000 and not less

than $5,000,000 and (ii) the Borrower shall not terminate or reduce the

Commitments if, after giving effect to any concurrent prepayment of the Loans in

accordance with Section 2.11, the sum of the total Credit Exposures would exceed

the Commitments.

to terminate or reduce the Commitments under paragraph (b) of this Section at

least three Business Days prior to the effective date of such termination or

reduction, specifying such election and the effective date thereof. Promptly

following receipt of any notice, the Administrative Agent shall advise the

Lenders of the contents thereof. Each notice delivered by the Borrower pursuant

to this Section shall be irrevocable; provided that a notice of termination of

the Commitments delivered by the Borrower may state that such notice is

conditioned upon the effectiveness of other credit facilities, in which case

such notice may be revoked by the Borrower (by notice to the Administrative

Agent on or prior to the specified effective date) if such condition is not

satisfied. Any termination or reduction of the Commitments shall be permanent.

Each reduction of the Commitments shall be made ratably among the Lenders in

accordance with their respective Applicable Percentage.

Section 2.10 Repayment of Loans; Evidence of Debt.

(a) The Borrower hereby unconditionally promises to pay, (i) to the

Administrative Agent for the account of each Lender the then unpaid principal

amount of each Revolving Loan on the Maturity Date and (ii) with respect to

Swingline Loans made to it, to the Administrative Agent for the account of each

Swingline Lender the then unpaid principal amount of each Swingline Loan on the

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earlier of the Maturity Date and the Swingline Due Date. "Swingline Due Date"

means for each Swingline Loan, the next Business Day from the date the Swingline

Loan has been disbursed. On each date that a Revolving Borrowing is made, the

Borrower shall repay the amount of any outstanding Swingline Loans that exceeds

$20,000,000.

(b) Each Lender shall maintain in accordance with its usual practice

an account or accounts evidencing the indebtedness of the Borrower to such

Lender resulting from each Loan made by such Lender, including the amounts of

principal and interest payable and paid to such Lender from time to time

hereunder.

record (i) the amount of each Loan made hereunder, the Class and Type thereof

and the Interest Period applicable thereto, (ii) the amount of any principal or

interest due and payable or to become due and payable from the Borrower to each

Lender hereunder and (iii) the amount of any sum received by the Administrative

Agent hereunder for the account of the Lenders and each Lender's share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph

(b) or (c) of this Section shall be prima facie evidence of the existence and

amounts of the obligations recorded therein; provided that the failure of any

Lender or the Administrative Agent to maintain such accounts or any error

therein shall not in any manner affect the obligation of the Borrower to repay

the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans made by it be evidenced by a

promissory note. In such event, the Borrower shall prepare, execute and deliver

to such Lender a promissory note payable to the order of such Lender (or, if

requested by such Lender, to such Lender and its registered assigns) and

substantially in the form attached hereto as Exhibit E. Thereafter, the Loans

evidenced by such promissory note and interest thereon shall at all times

(including after assignment pursuant to Section 9.04) be represented by one or

more promissory notes in such form payable to the order of the payee named

therein (or, if such promissory note is a registered note, to such payee and its

registered assigns).

Section 2.11 Prepayment of Loans.

(a) Subject to any breakage funding costs payable pursuant to Section

2.16, the Borrower shall have the right at any time and from time to time to

prepay any Borrowing in whole or in part without premium or penalty, provided

that each prepayment is in an amount that is an integral multiple of $1,000,000

and not less than $5,000,000, or if such amount is lesser, the outstanding

amount of the Borrowing, and made subject to prior notice in accordance with

paragraph (b) of this Section.

(b) The Borrower shall notify the Administrative Agent by telephone

(confirmed by telecopy) of any prepayment hereunder (i) in the case of

prepayment of a Eurodollar Revolving Borrowing, not later than 12:00 noon, New

York City time, three Business Days before the date of prepayment, (ii) in the

case of prepayment of an ABR Revolving Borrowing, not later than 12:00 noon, New

York City time, on the date of prepayment, or (iii) in the case of prepayment of

a Swingline Loan, not later than 12:00 noon New York City time, on the date of

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prepayment. Each such notice shall be irrevocable and shall specify the

prepayment date and the principal amount of each Borrowing or portion thereof to

be prepaid; provided that, if a notice of prepayment is given in connection with

a conditional notice of termination of the Commitments as contemplated by

Section 2.09, then such notice of prepayment may be revoked if such notice of

termination is revoked in accordance with Section 2.09. Promptly following

receipt of any such notice relating to a Revolving Borrowing, the Administrative

Agent shall advise the Lenders of the contents thereof. Each partial prepayment

of any Revolving Borrowing shall be in an amount that would be permitted in the

case of an advance of a Revolving Borrowing of the same Type as provided in

Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably

to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied

by accrued interest to the extent required by Section 2.13.

Section 2.12 Fees.

(a) The Borrower agrees to pay to the Administrative Agent for the

account of each Lender a commitment fee, which shall accrue at the Applicable

Margin for commitment fees on the daily amount of the unused Commitment of such

Lender without giving effect to such Lender's Swingline Exposures during the

period from and including the date hereof to but excluding the date on which

such Commitment terminates. Accrued Commitment fees shall be payable in arrears

on the last day of March, June, September and December of each year and on the

date on which the Commitments terminate, commencing on the first such date to

occur after the date hereof. All Commitment fees shall be computed on the basis

of a year of 365 days (or 366 days in a leap year) and shall be payable for the

actual number of days elapsed (including the first day but excluding the last

day).

(b) The Borrower agrees to pay (i) to the Administrative Agent for the

account of each Lender a participation fee with respect to its participations in

Letters of Credit, which shall accrue at the same Applicable Margin used to

determine the interest rate applicable to Eurodollar Revolving Loans on the

average daily amount of such Lender's LC Exposure (excluding any portion thereof

attributable to unreimbursed LC Disbursements) during the period from and

including the Effective Date to but excluding the later of the date on which

such Lender's Commitment terminates and the date on which such Lender ceases to

have any LC Exposure, and to the Issuing Bank a fronting fee, which shall accrue

at the rate of 0.125% per annum on the average daily amount of the LC Exposure

(excluding any portion thereof attributable to unreimbursed LC Disbursements)

during the period from and including the Effective Date to but excluding the

later of the date of termination of the Commitments and the date on which there

ceases to be any LC Exposure, as well as the Issuing Bank's standard fees with

respect to the issuance, amendment, renewal or extension of any Letter of Credit

or processing of drawings thereunder. Participation fees and fronting fees shall

be payable in arrears on the last day of March, June, September and December of

each year and on the date on which the Commitments terminate. All participation

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