1 EXHIBIT 4.3 U.S. $500,000,000 CREDIT AGREEMENT Dated as of July 23, 1997

1
EXHIBIT 4.3

U.S. $500,000,000

CREDIT AGREEMENT

Dated as of July 23, 1997

Among

XXXXXXXX HOLDINGS OF DELAWARE, INC.

as Borrower

THE BANKS NAMED HEREIN

as Banks

and

CITIBANK, N.A.

as Agent

Co-Agents:

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
BANK OF MONTREAL
CREDIT LYONNAIS NEW YORK BRANCH
THE CHASE MANHATTAN BANK
CIBC INC.
THE FIRST NATIONAL BANK OF CHICAGO
ROYAL BANK OF CANADA

2
TABLE OF CONTENTS

Page
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

Section 1.01. Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.02. Computation of Time Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 1.03. Accounting Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1.04. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1.05. Ratings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE II
AMOUNTS AND TERMS OF THE ADVANCES

Section 2.01. The A Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 2.02. Making the A Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 2.03. Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 2.04. Reduction of the Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 2.05. Repayment of A Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 2.06. Interest on A Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 2.07. Additional Interest on Eurodollar Rate Advances . . . . . . . . . . . . . . . . . . . . . . . 16
Section 2.08. Interest Rate Determination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 2.09. Evidence of Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 2.10. Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 2.11. Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 2.12. Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 2.13. Payments and Computations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 2.14. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 2.15. Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 2.16. The B Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 2.17. Optional Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 2.18. Extension of Termination Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 2.19. Voluntary Conversion of Advances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 2.20. Automatic Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE III
CONDITIONS

Section 3.01. Conditions Precedent to Initial Advances . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 3.02. Additional Conditions Precedent to Each A Borrowing . . . . . . . . . . . . . . . . . . . . . 28
Section 3.03. Conditions Precedent to Each B Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

Section 4.01. Representations and Warranties of the Borrower . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE V
COVENANTS OF THE BORROWER

Section 5.01. Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 5.02. Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

ARTICLE VI
EVENTS OF DEFAULT

Section 6.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE VII
THE AGENT

Section 7.01. Authorization and Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 7.02. Agent's Reliance, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 7.03. Citibank and Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 7.04. Bank Credit Decision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 7.05. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 7.06. Successor Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE VIII
MISCELLANEOUS

Section 8.01. Amendments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 8.02. Notices, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 8.03. No Waiver; Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 8.04. Costs, Expenses and Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 8.05. Right of Set-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 8.06. Binding Effect; Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 8.07. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

Section 8.08. Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 8.09. Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 8.10. Survival of Agreements, Representations and Warranties, Etc. . . . . . . . . . . . . . . . . 51
Section 8.11. Borrower's Right to Apply Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 8.12. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 8.13. WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

Schedule I - Bank Information

Schedule II - Borrower Information

Schedule III - Permitted Liens

Schedule IV - Commitments

Schedule V - Rating Categories

Exhibit A-1 - Form of A Note

Exhibit A-2 - Form of B Note

Exhibit B-1 - Notice of A Borrowing

Exhibit B-2 - Notice of B Borrowing

Exhibit C - Opinion of Xxxxxxx X. xxx Xxxxx

Exhibit D - Opinion of Special Counsel to Agent

Exhibit E - Existing Transfer Restrictions

Exhibit F - Form of Transfer Agreement
5
CREDIT AGREEMENT

Dated as of July 23, 1997

This Credit Agreement dated as of July 23, 1997, is by and among the
Borrower, the Agent and the Banks. In consideration of the mutual covenants
and agreements contained herein, the Borrower, the Agent and the Banks hereby
agree as set forth herein.

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

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

"A Advance" means an advance by a Bank to the Borrower as part
of an A Borrowing and refers to a Base Rate Advance or a Eurodollar
Rate Advance, each of which shall be a "Type" of A Advance.

"A Borrowing" means a borrowing consisting of simultaneous A
Advances of the same Type to the Borrower made by each of the Banks
pursuant to Section 2.01.

"A Note" means a promissory note of the Borrower payable to
the order of any Bank, in substantially the form of Exhibit A-1
hereto, evidencing the aggregate indebtedness of the Borrower to such
Bank resulting from the A Advances to the Borrower owed to such Bank.

"Advance" means an A Advance or a B Advance.

"Agent" means Citibank, N.A. in its capacity as agent pursuant
to Article VII hereof and any successor Agent pursuant to Section
7.06.

"Agreement" means this Credit Agreement dated as of July 23,
1997, among the Borrower, the Agent and the Banks, as amended or
modified from time to time.

"Applicable Commitment Fee Rate" means the rate per annum set
forth on Schedule V under the heading "Applicable Commitment Fee Rate"
for the relevant Rating Category applicable to Borrower from time to
time. The Applicable Commitment Fee Rate shall change when and as the
relevant Rating Category applicable to Borrower changes.
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"Applicable Lending Office" means, with respect to each Bank,
such Bank's Domestic Lending Office in the case of a Base Rate Advance
and such Bank's Eurodollar Lending Office in the case of a Eurodollar
Rate Advance and, in the case of a B Advance, the office of such Bank
notified by such Bank to the Agent as its Applicable Lending Office
with respect to such B Advance.

"Applicable Margin" means the rate per annum set forth in
Schedule V under the heading "Applicable Margin" for the relevant
Rating Category applicable to Borrower from time to time. The
Applicable Margin for any Eurodollar Rate Advance shall change when
and as the relevant applicable Rating Category changes.

"Arranger" means Citicorp Securities, Inc.

"Attributable Obligation" of any Person means, with respect to
any Sale and Lease-Back Transaction of such Person as of any
particular time, the present value at such time discounted at the rate
of interest implicit in the terms of the lease of the obligations of
the lessee under such lease for net rental payments during the
remaining term of the lease (including any period for which such lease
has been extended or may, at the option of such Person, be extended).

"B Advance" means an advance by a Bank to the Borrower as part
of a B Borrowing resulting from the auction bidding procedure
described in Section 2.16.

"B Borrowing" means a borrowing consisting of simultaneous B
Advances to the Borrower from each of the Banks whose offer to make
one or more B Advances as part of such borrowing has been accepted by
the Borrower under the auction bidding procedure described in Section
2.16.

"B Note" means a promissory note of the Borrower payable to
the order of any Bank, in substantially the form of Exhibit A-2
hereto, evidencing the indebtedness of the Borrower to such Bank
resulting from a B Advance made to the Borrower by such Bank.

"B Reduction" has the meaning specified in Section 2.01.

"Banks" means the lenders listed on the signature pages hereof
and each other Person that becomes a Bank pursuant to the last
sentence of Section 8.06(a).

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

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

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(b) 1/2 of one percent per annum above the
latest three-week moving average of secondary market morning
offering rates in the United States for three-month
certificates of deposit of major United States money market
banks, such three-week moving average being determined weekly
on each Monday (or, if any such day is not a Business Day, on
the next succeeding Business Day) for the three-week period
ending on the previous Friday by Citibank on the basis of such
rates reported by certificate of deposit dealers to and
published by the Federal Reserve Bank of New York or, if such
publication shall be suspended or terminated, on the basis of
quotations for such rates received by Citibank from three New
York certificate of deposit dealers of recognized standing
selected by Citibank, in either case adjusted to the nearest
1/4 of one percent or, if there is no nearest 1/4 of one
percent, to the next higher 1/4 of one percent; or

"Base Rate Advance" means an A Advance which bears interest as
provided in Section 2.06(a).

"Borrower" means Xxxxxxxx Holdings of Delaware, Inc., a
Delaware corporation.

"Borrowing" means an A Borrowing or a B Borrowing.

"Business Day" means a day of the year on which banks are not
required or authorized to close in New York City and, if the
applicable Business Day relates to any Eurodollar Rate Advances or
relates to any B Advance as to which the related Notice of B Borrowing
is delivered pursuant to clause (B) of Section 2.16(a)(i), on which
dealings are carried on in the London interbank market.

"Citibank" means Citibank, N.A.

"Co-Agent" means each of Bank of America National Trust and
Savings Association, Bank of Montreal, Credit Lyonnais New York
Branch, The Chase Manhattan Bank, CIBC Inc., The First National Bank
of Chicago, and Royal Bank of Canada.

"Code" means, as appropriate, the Internal Revenue Code of
1986, as amended, or any successor federal tax code, and any reference
to any statutory provision shall be deemed to be a reference to any
successor provision or provisions.

"Commitment" of any Bank means at any time the amount set
opposite or deemed (pursuant to clause (vii) of the last sentence of
Section 8.06(a) and as reflected in the relevant Transfer Agreement
referred to in such sentence) to be set opposite such Bank's name on

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Schedule IV as such amount may be terminated, reduced or increased
after July 23, 1997, pursuant to Section 2.04, Section 2.17, Section
6.01 or Section 8.06(a).

"Consolidated" refers to the consolidation of the accounts of
any Person and its subsidiaries in accordance with generally accepted
accounting principles.

"Consolidated Net Worth" of any Person means the Net Worth of
such Person and its Subsidiaries on a Consolidated basis.

"Consolidated Tangible Net Worth" of any Person means the
Tangible Net Worth of such Person and its Subsidiaries on a
Consolidated basis.

"Convert," "Conversion" and "Converted" each refers to a
conversion of Advances of one Type into Advances of the other Type
pursuant to Section 2.02, Section 2.19 or Section 2.20.

"Debt" means, in the case of any Person, (i) indebtedness of
such Person for borrowed money, (ii) obligations of such Person
evidenced by bonds, debentures or notes, (iii) obligations of such
Person to pay the deferred purchase price of property or services,
(iv) monetary obligations of such Person as lessee under leases that
are, in accordance with generally accepted accounting principles,
recorded as capital leases, (v) obligations of such Person under
guaranties in respect of, and obligations (contingent or otherwise) to
purchase or otherwise acquire, or otherwise to assure a creditor
against loss in respect of, indebtedness or obligations of others of
the kinds referred to in clauses (i) through (iv) or clause (vii) of
this definition, (vi) indebtedness or obligations of others of the
kinds referred to in clauses (i) through (v) or clause (vii) of this
definition secured by any Lien on or in respect of any property of
such Person, and (vii) all liabilities of such Person in respect of
unfunded vested benefits under any Plan; provided, however, that Debt
shall not include any obligation under or resulting from any agreement
referred to in paragraph (y) of Schedule III or under or resulting
from any sale and leaseback referred to in paragraph (aa) of Schedule
III.

"Domestic Lending Office" means, with respect to any Bank, the
office of such Bank specified as its "Domestic Lending Office"
opposite its name on Schedule I hereto or pursuant to Section 8.06(a),
or such other office of such Bank as such Bank may from time to time
specify to the Borrower and the Agent.

"Environment" shall have the meaning set forth in 42 U.S.C.
Section 9601(8) as defined on the date of this Agreement, and
"Environmental" shall mean pertaining or relating to the Environment.

"Environmental Protection Statute" shall mean any United
States local, state or federal, or any foreign, law, statute,
regulation, order, consent decree or other agreement or

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Governmental Requirement arising from or in connection with or
relating to the protection or regulation of the Environment,
including, without limitation, those laws, statutes, regulations,
orders, decrees, agreements and other Governmental Requirements
relating to the disposal, cleanup, production, storing, refining,
handling, transferring, processing or transporting of Hazardous Waste,
Hazardous Substances or any pollutant or contaminant, wherever
located.

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

"ERISA Affiliate" means any trade or business (whether or not
incorporated) which is a member of a group of which the Borrower is a
member and which is under common control within the meaning of the
regulations under Section 414 of the Code.

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

"Eurodollar Lending Office" means, with respect to any Bank,
the office of such Bank specified as its "Eurodollar Lending Office"
opposite its name on Schedule I hereto or pursuant to Section 8.06(a)
(or, if no such office is specified, its Domestic Lending Office) or
such other office of such Bank as such Bank may from time to time
specify to the Borrower and the Agent.

"Eurodollar Rate" means, for any Interest Period for each
Eurodollar Rate Advance comprising part of the same A Borrowing, an
interest rate per annum (rounded upward to the nearest whole multiple
of 1/16 of 1% per annum, if such rate is not such a multiple) equal to
the rate per annum at which deposits in U.S. dollars are offered by
the principal office of Citibank in London, England, to prime banks in
the London interbank market at 11:00 A.M. (London time) two Business
Days before the first day of such Interest Period in an amount
substantially equal to the amount of the Eurodollar Rate Advance of
Citibank comprising part of such A Borrowing to be outstanding during
such Interest Period and for a period equal to such Interest Period.

"Eurodollar Rate Advance" means an A Advance that bears
interest as provided in Section 2.06(b).

"Eurodollar Rate Reserve Percentage" of any Bank for any
Interest Period for any Eurodollar Rate Advance means the reserve
percentage applicable during such Interest Period (or if more than one
such percentage shall be so applicable, the daily average of such
percentages for those days in such Interest Period during which any
such percentage shall be so applicable) under regulations issued from
time to time by the Board of Governors of the Federal Reserve System
(or any successor) for determining the maximum reserve

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requirement (including, without limitation, any emergency,
supplemental or other marginal reserve requirement) for such Bank with
respect to liabilities or assets consisting of or including
Eurocurrency Liabilities having a term equal to such Interest Period.

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

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

"Governmental Requirements" means all judgments, orders,
writs, injunctions, decrees, awards, laws, ordinances, statutes,
regulations, rules, franchises, permits, certificates, licenses,
authorizations and the like and any other requirements of any
government or any commission, board, court, agency, instrumentality or
political subdivision thereof.

"Hazardous Substance" shall have the meaning set forth in 42
U.S.C. Section 9601(14) and shall also include each other substance
considered to be a hazardous substance under any Environmental
Protection Statute.

"Hazardous Waste" shall have the meaning set forth in 42
U.S.C. Section 6903(5) and shall also include each other substance
considered to be a hazardous waste under any Environmental Protection
Statute (including, without limitation 40 C.F.R. Section 261.3).

"Insufficiency" means, with respect to any Plan, the amount,
if any, by which the present value of the vested benefits under such
Plan exceeds the fair market value of the assets of such Plan
allocable to such benefits.

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

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outstanding Eurodollar Rate Advance does not require that a Notice of
A Borrowing be given, inasmuch as no Advance is being requested or
made as a result of such selection); provided, however, that:

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

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

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

(iv) the Borrower may not select any Interest
Period that ends after the Termination Date, and the Borrower
may not select any Interest Period if any Event of Default
exists.

"Lien" means any mortgage, lien, pledge, charge, deed of
trust, security interest, encumbrance or other type of preferential
arrangement to secure or provide for the payment of any obligation of
any Person, whether arising by contract, operation of law or otherwise
(including, without limitation, the interest of a vendor or lessor
under any conditional sale agreement, capital lease or other title
retention agreement).

"Majority Banks" means at any time Banks holding at least
66-2/3% of the then aggregate unpaid principal amount of the A Notes
held by Banks, or, if no such principal amount is then outstanding,
Banks having at least 66-2/3% of the Commitments or, if no such
principal amount is then outstanding and all Commitments have
terminated, Banks holding at least 66-2/3% of the then aggregate
unpaid principal amount of the B Notes held by Banks (provided that
for purposes of this definition and Sections 2.17, 6.01 and 7.01
neither the Borrower nor any Subsidiary or Related Party of the
Borrower, if a Bank, shall be included in (i) the Banks holding the A
Notes or B Notes or (ii) determining the aggregate unpaid principal
amount of the A Notes or the B Notes or the amount of the
Commitments).

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

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"Multiemployer Plan" means a "multiemployer plan" as defined
in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA
Affiliate is making or accruing an obligation to make contributions,
or has within any of the preceding five plan years made or accrued an
obligation to make contributions.

"Multiple Employer Plan" means an employee benefit plan, other
than a Multiemployer Plan, subject to Title IV of ERISA to which the
Borrower or any ERISA Affiliate, and one or more employers other than
the Borrower or an ERISA Affiliate, is making or accruing an
obligation to make contributions or, in the event that any such plan
has been terminated, to which the Borrower or any ERISA Affiliate made
or accrued an obligation to make contributions during any of the five
plan years preceding the date of termination of such plan.

"Net Worth" of any Person means, as of any date of
determination, the excess of total assets of such Person over total
liabilities of such Person, total assets and total liabilities each to
be determined in accordance with generally accepted accounting
principles.

"Non-Recourse Debt" means Debt incurred by any non-material
Subsidiary to finance the acquisition (other than any acquisition from
TWC or any Subsidiary) or construction of a project, which Debt does
not permit or provide for recourse against Borrower or any Subsidiary
of Borrower (other than the Subsidiary that is to acquire or construct
such project) or any property or asset of Borrower of any Subsidiary
of Borrower (other than the property or assets of the Subsidiary that
is to acquire or construct such project).

"Note" means an A Note or a B Note.

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

"Notice of B Borrowing" has the meaning specified in Section
2.16(a).

"NWP" means Northwest Pipeline Corporation, a Delaware
corporation.

"PBGC" means the Pension Benefit Guaranty Corporation.

"Permitted Liens" means Liens specifically described on
Schedule III.

"Person" means an individual, partnership, corporation,
limited liability company, business trust, joint stock company, trust,
unincorporated association, joint venture or other entity, or a
government or any political subdivision or agency thereof.

"Plan" means an employee pension benefit plan (other than a
Multiemployer Plan) as defined in Section 3(2) of ERISA currently
maintained by, or to which contributions have

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been made at any time after December 31, 1984, by, the Borrower or any
ERISA Affiliate for employees of the Borrower or any ERISA Affiliate
and covered by Title IV of ERISA or subject to the minimum funding
standards under Section 412 of the Code.

"Public Filings" means TWC's annual report on Form 10-K for
the year ended December 31, 1996, and TWC's quarterly report on Form
10-Q for the quarter ended March 31, 1997.

"Rating Category" means, as to Borrower, the relevant category
applicable to Borrower from time to time as set forth on Schedule V,
which is based on the ratings (or lack thereof) of Borrower's senior
unsecured long-term debt by S&P or Xxxxx'x.

"Related Party" of any Person means any corporation,
partnership, joint venture or other entity of which more than 10% of
the outstanding capital stock or other equity interests having
ordinary voting power to elect a majority of the board of directors of
such corporation, partnership, joint venture or other entity or others
performing similar functions (irrespective of whether or not at the
time capital stock or other equity interests of any other class or
classes of such corporation, partnership, joint venture or other
entity shall or might have voting power upon the occurrence of any
contingency) is at the time directly or indirectly owned by such
Person or which owns at the time directly or indirectly more than 10%
of the outstanding capital stock or other equity interests having
ordinary voting power to elect a majority of the board of directors of
such Person or others performing similar functions (irrespective of
whether or not at the time capital stock or other equity interests of
any other class or classes of such corporation, partnership, joint
venture or other entity shall or might have voting power upon the
occurrence of any contingency); provided, however, that neither TWC
nor any Subsidiary of TWC shall be considered to be a Related Party of
TWC or any Subsidiary of TWC.

"S&P" means Standard & Poor's Ratings Group, a division of
Xx-Xxxx Hill, Inc. on the date hereof.

"Sale and Lease-Back Transaction" of any Person means any
arrangement entered into by such Person or any Subsidiary of such
Person, directly or indirectly, whereby such Person or any Subsidiary
of such Person shall sell or transfer any property, whether now owned
or hereafter acquired, and whereby such Person or any Subsidiary of
such Person shall then or thereafter rent or lease as lessee such
property or any part thereof or other property which such Person or
any Subsidiary of such Person intends to use for substantially the
same purpose or purposes as the property sold or transferred;
provided, however, that any sale and lease-back of cushion gas,
whether now or hereafter existing, shall not be considered to be a
Sale and Lease-Back Transaction and any sale and lease-back of
inventory, whether now or hereafter existing, by WPL or any of its
Subsidiaries (other than the Borrower) shall not be considered to be a
Sale and Lease-Back Transaction.

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"Stated Termination Date" means July 21, 1998, or such later
date, if any as may be agreed to by the Borrower and the Banks
pursuant to Section 2.18.

"Subordinated Debt" means any Debt of the Borrower which is
effectively subordinated to the obligations of the Borrower hereunder
and under the Notes.

"Subsidiary" of any Person means any corporation, partnership,
joint venture or other entity of which more than 50% of the
outstanding capital stock or other equity interests having ordinary
voting power to elect a majority of the board of directors of such
corporation, partnership, joint venture or other entity or others
performing similar functions (irrespective of whether or not at the
time capital stock or other equity interests of any other class or
classes of such corporation, partnership, joint venture or other
entity shall or might have voting power upon the occurrence of any
contingency) is at the time directly or indirectly owned by such
Person.

"Tangible Net Worth" of any Person means, as of any date of
determination, the excess of total assets of such Person over total
liabilities of such Person, total assets and total liabilities each to
be determined in accordance with generally accepted accounting
principles, excluding, however, from the determination of total assets
(i) patents, patent applications, trademarks, copyrights and trade
names, (ii) goodwill, organizational, experimental, research and
development expense and other like intangibles, (iii) treasury stock,
(iv) monies set apart and held in a sinking or other analogous fund
established for the purchase, redemption or other retirement of
capital stock or Subordinated Debt, and (v) unamortized debt discount
and expense.

"Termination Date" means the earlier of (i) the Stated
Termination Date or (ii) the date of termination in whole of the
Commitments pursuant to Section 2.04, 2.17 or 6.01.

"Termination Event" means (i) a "reportable event", as such
term is described in Section 4043 of ERISA (other than a "reportable
event" not subject to the provision for 30-day notice to the PBGC), or
an event described in Section 4062(f) of ERISA, or (ii) the withdrawal
of the Borrower or any ERISA Affiliate from a Multiple Employer Plan
during a plan year in which it was a "substantial employer," as such
term is defined in Section 4001(a)(2) of ERISA, or the incurrence of
liability by the Borrower or any ERISA Affiliate under Section 4064 of
ERISA upon the termination of a Plan or Multiple Employer Plan, or
(iii) the distribution of a notice of intent to terminate a Plan
pursuant to Section 4041(a)(2) of ERISA or the treatment of a Plan
amendment as a termination under Section 4041 of ERISA, or (iv) the
institution of proceedings to terminate a Plan by the PBGC under
Section 4042 of ERISA, or (v) any other event or condition which might
constitute grounds under Section 4042 of ERISA for the termination of,
or the appointment of a trustee to administer, any Plan.

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"TGPL" means Transcontinental Gas Pipe Line Corporation, a
Delaware corporation.

"TGT" means Texas Gas Transmission Corporation, a Delaware
corporation.

"Transfer Agreement" has the meaning specified in Section
8.06.

"TWC" means The Xxxxxxxx Companies, Inc., a Delaware
corporation.

"Type" has the meaning set forth in the definition herein of A
Advance.

"Unrated" means that no senior unsecured long-term debt of the
Borrower is rated by S&P and no senior unsecured long-term debt of the
Borrower is rated by Xxxxx'x.

"Wholly-Owned Subsidiary" of any Person means any Subsidiary
of such Person all of the capital stock and other equity interests of
which is owned by such Person or any Wholly-Owned Subsidiary of such
Person.

"Withdrawal Liability" shall have the meaning given such term
under Part I of Subtitle E of Title IV of ERISA.

"WFS" means Xxxxxxxx Field Services Group, Inc., a Delaware
corporation.

"WilTel" means WilTel Communications, LLC, a Delaware limited
liability company.

"WNG" means Xxxxxxxx Natural Gas Company, a Delaware
corporation.

"WPL" means Xxxxxxxx Pipe Line Company, a Delaware
corporation.

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

Section 1.03. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles, and each reference herein to "generally
accepted accounting principles" shall mean generally accepted accounting
principles consistent with those applied in the preparation of the financial
statements referred to in Section 4.01(e).

Section 1.04. Miscellaneous. The words "hereof," "herein"
and "hereunder" and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement, and Article, Section, Schedule and Exhibit

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references are to Articles and Sections of and Schedules and Exhibits to this
Agreement, unless otherwise specified.

Section 1.05. Ratings. A rating, whether public or private,
by S&P or Xxxxx'x shall be deemed to be in effect on the date of announcement
or publication by S&P or Xxxxx'x, as the case may be, of such rating or, in the
absence of such announcement or publication, on the effective date of such
rating and will remain in effect until the announcement or publication of, or
in the absence of such announcement or publication, the effective date of, any
change in, or withdrawal or termination of, such rating. In the event the
standards for any rating by Xxxxx'x or S&P are revised, or any such rating is
designated differently (such as by changing letter designations to different
letter designations or to numerical designations), the references herein to
such rating shall be deemed to refer to the revised or redesignated rating for
which the standards are closest to, but not lower than, the standards at the
date hereof for the rating which has been revised or redesignated, all as
determined by the Majority Banks in good faith. Long-term debt supported by a
letter of credit, guaranty, insurance or other similar credit enhancement
mechanism shall not be considered as senior unsecured long-term debt. If
either Xxxxx'x or S&P has at any time more than one rating applicable to senior
unsecured long-term debt of the Borrower, the lowest such rating shall be
applicable for purposes hereof. For example, if Xxxxx'x rates some senior
unsecured long-term debt of the Borrower Ba1 and other such debt of the
Borrower Ba2, the senior unsecured long-term debt of the Borrower shall be
deemed to be rated Ba2 by Xxxxx'x.

ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES

Section 2.01. The A Advances. Each Bank severally agrees, on
the terms and conditions hereinafter set forth, to make A Advances to the
Borrower from time to time on any Business Day during the period from the date
hereof until the Termination Date in an aggregate amount outstanding not to
exceed at any time such Bank's Commitment, provided that the aggregate amount
of the Commitments of the Banks shall, except for purposes of Section 2.03(a),
be deemed used from time to time to the extent of the aggregate amount of the B
Advances then outstanding to the Borrower and such deemed use of the aggregate
amount of such Commitments shall be applied to the Banks ratably according to
their respective Commitments (such deemed use of the aggregate amount of the
Commitments being a "B Reduction"). Each A Borrowing shall be in an aggregate
amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess
thereof, and shall consist of A Advances of the same Type made to the Borrower
on the same day by the Banks ratably according to their respective Commitments.
Within the limits of each Bank's Commitment, the Borrower may borrow, prepay
pursuant to Section 2.10 and reborrow under this Section 2.01.

Section 2.02. Making the A Advances. (a) Each A Borrowing
shall be made on notice, given not later than (1) in the case of a proposed
Borrowing comprised of Eurodollar Rate Advances, 11:00 A.M. (New York City
time) at least three Business Days prior to the date of the

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proposed Borrowing, and (2) in the case of a proposed Borrowing comprised of
Base Rate Advances, 10:00 A.M. (New York City time) on the date of the proposed
Borrowing, by the Borrower to the Agent, which shall give to each Bank prompt
notice thereof by telecopy, telex or cable. Each such notice of an A Borrowing
(a "Notice of A Borrowing") shall be by telecopy, telex or cable, confirmed
immediately in writing, in substantially the form of Exhibit B-1 hereto,
executed by the Borrower and specifying therein the requested (i) date of such
A Borrowing (which shall be a Business Day), (ii) initial Type of A Advances
comprising such A Borrowing, (iii) aggregate amount of such A Borrowing, and
(iv) in the case of an A Borrowing comprised of Eurodollar Rate Advances,
initial Interest Period for each such A Advance. Each Bank shall, before 11:00
A.M. (New York City time) on the date of such A Borrowing, make available for
the account of its Applicable Lending Office to the Agent at its New York
address referred to in Section 8.02, in same day funds, such Bank's ratable
portion of such A Borrowing. After the Agent's receipt of such funds and upon
fulfillment of the applicable conditions set forth in Article III, the Agent
will make such funds available to the Borrower at the Agent's aforesaid
address.

(b) Anything herein to the contrary notwithstanding:

(i) at no time shall there be outstanding to the
Borrower more than six A Borrowings comprised of Eurodollar Rate
Advances;

(ii) the Borrower may not select Eurodollar Rate
Advances for any Borrowing if the aggregate amount of such Borrowing
is less than $20,000,000;

(iii) if the Majority Banks shall notify the Agent
that either (A) the Eurodollar Rate for any Interest Period for any
Eurodollar Rate Advances will not adequately reflect the cost to such
Banks of making or funding their respective Eurodollar Rate Advances
for such Interest Period, or (B) that U.S. dollar deposits for the
relevant amounts and Interest Period for their respective Advances are
not available to them in the London interbank market, or it is
otherwise impossible to have Eurodollar Rate Advances, the Agent shall
forthwith so notify the Borrower and the Banks, whereupon (I) each
Eurodollar Rate Advance will automatically, on the last day of the
then existing Interest Period therefor, Convert into a Base Rate
Advance, and (II) the obligations of the Banks to make, or to Convert
Advances into, Eurodollar Rate Advances shall be suspended until the
Agent, at the request of the Majority Banks, shall notify the Borrower
and the Banks that the circumstances causing such suspension no longer
exist, and, except as provided in Section 2.02(b)(v), each Advance
comprising any requested A Borrowing shall be a Base Rate Advance;

(iv) if the Agent is unable to determine the
Eurodollar Rate for Eurodollar Rate Advances, the obligation of the
Banks to make, or to Convert Advances into, Eurodollar Rate Advances
shall be suspended until the Agent shall notify the Borrower and the
Banks that the circumstances causing such suspension no longer exist,
and, except as

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provided in Section 2.02(b)(v), each Advance comprising any requested
A Borrowing shall be a Base Rate Advance; and

(v) if the Borrower has requested a proposed A
Borrowing consisting of Eurodollar Rate Advances and as a result of
circumstances referred to in Section 2.02(b)(iii) or (iv) such A
Borrowing would not consist of Eurodollar Rate Advances, the Borrower
may, by notice given not later than 3:00 P.M. (New York City time) at
least one Business Day prior to the date such proposed A Borrowing
would otherwise be made, cancel such A Borrowing, in which case such A
Borrowing shall be cancelled and no Advances shall be made as a result
of such requested A Borrowing, but the Borrower shall indemnify the
Banks in connection with such cancellation as contemplated by Section
2.02(c).

(c) Each Notice of A Borrowing shall be irrevocable and
binding on the Borrower, except as set forth in Section 2.02(b)(v). In the
case of any A Borrowing which the related Notice of A Borrowing specifies is to
be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each
Bank against any loss, cost or expense incurred by such Bank as a result of any
failure to fulfill on or before the date specified in such Notice of A
Borrowing for such A Borrowing the applicable conditions set forth in Article
III, including, without limitation, any loss (including loss of reasonably
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Bank to fund the A
Advance to be made by such Bank as part of such A Borrowing when such A
Advance, as a result of such failure, is not made on such date. A certificate
in reasonable detail as to the basis for and the amount of such loss, cost or
expense submitted to the Borrower and the Agent by such Bank shall be prima
facie evidence of the amount of such loss, cost or expense. If an A Borrowing
which the related Notice of A Borrowing specifies is to be comprised of
Eurodollar Rate Advances is not made as an A Borrowing comprised of Eurodollar
Rate Advances as a result of Section 2.02(b), the Borrower shall indemnify each
Bank against any loss (excluding loss of profits), cost or expense incurred by
such Bank by reason of the liquidation or reemployment of deposits or other
funds acquired by such Bank prior to the time such Bank is actually aware that
such A Borrowing will not be so made to fund the A Advance to be made by such
Bank as part of such A Borrowing. A certificate in reasonable detail as to the
basis for and the amount of such loss, cost or expense submitted to the
Borrower and the Agent by such Bank shall be prima facie evidence of the amount
of such loss, cost or expense.

(d) Unless the Agent shall have received notice from a
Bank prior to the date of any A Borrowing that such Bank will not make
available to the Agent such Bank's ratable portion of such A Borrowing, the
Agent may assume that such Bank has made such portion available to the Agent on
the date of such A Borrowing in accordance with subsection (a) of this Section
2.02 and the Agent may, in reliance upon such assumption, make available to the
Borrower on such date a corresponding amount. If and to the extent that such
Bank shall not have so made such ratable portion available to the Agent, such
Bank and the Borrower severally agree to repay to the Agent forthwith on demand
such corresponding amount together with interest thereon, for each day from the
date such amount is made available to the Borrower until the date such amount
is repaid to the

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Agent, at (i) in the case of the Borrower, the interest rate applicable at the
time to A Advances comprising such A Borrowing and (ii) in the case of such
Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such
corresponding amount, such amount so repaid shall constitute such Bank's A
Advance as part of such A Borrowing for purposes of this Agreement.

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

Section 2.03. Fees.

(a) Commitment Fee. Borrower agrees to pay to the Agent
for the account of each Bank a commitment fee on the average daily unused (for
the purposes of this Section 2.03(a), B Advances shall not, for purposes of
this Section 2.03(a), be considered to be usage of any Commitment) portion of
such Bank's Commitment to Borrower from the date hereof until the Termination
Date at a rate per annum from time to time equal to the Applicable Commitment
Fee Rate from time to time, payable in arrears on the last day of each March,
June, September and December during the term such Bank has any Commitment and
on the Termination Date.

(b) Agent's Fees. The Borrower agrees to pay to the
Agent, for its sole account, such fees as may be separately agreed to in
writing the Borrower and the Agent.

Section 2.04. Reduction of the Commitments. The Borrower
shall have the right, upon at least three Business Days notice to the Agent, to
terminate in whole or reduce ratably in part the unused portions of the
respective Commitments of the Banks, provided that each partial reduction shall
be in the aggregate amount of at least $20,000,000, and provided further, that
the aggregate amount of the Commitments of the Banks shall not be reduced to an
amount which is less than the aggregate principal amount of the Advances then
outstanding to the Borrower.

Section 2.05. Repayment of A Advances. The Borrower shall
repay, on the Stated Termination Date or such earlier date as the Notes may be
declared due pursuant to Article VI, the unpaid principal amount of each A
Advance made by each Bank to the Borrower.

Section 2.06. Interest on A Advances. The Borrower shall pay
interest on the unpaid principal amount of each A Advance made by each Bank to
the Borrower from the date of such A Advance until such principal amount shall
be paid in full, at the following rates per annum:

(a) Base Rate Advances. At such times as such A Advance
is a Base Rate Advance, a rate per annum equal at all times to the
Base Rate in effect from time to time, payable quarterly in arrears on
the last day of each March, June, September and December and on the
date such Advance shall be Converted or paid in full; provided that
any amount of principal of any Base Rate Advance, interest, fees and
other amounts payable hereunder

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(other than principal of any Eurodollar Rate Advance) which is not
paid when due (whether at stated maturity, by acceleration or
otherwise) shall bear interest, from the date on which such amount is
due until such amount is paid in full, payable on demand, at a rate
per annum equal at all times to the sum of the Base Rate in effect
from time to time plus 2% per annum.

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

Section 2.07. Additional Interest on Eurodollar Rate
Advances. The Borrower shall pay to each Bank, so long as such Bank shall be
required under regulations of the Board of Governors of the Federal Reserve
System to maintain reserves with respect to liabilities or assets consisting of
or including Eurocurrency Liabilities, additional interest on the unpaid
principal amount of each Eurodollar Rate Advance of such Bank, from the date of
such Advance until such principal amount is paid in full, at an interest rate
per annum equal at all times to the remainder obtained by subtracting (i) the
Eurodollar Rate for the Interest Period for such Advance from (ii) the rate
obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus
the Eurodollar Rate Reserve Percentage of such Bank for such Interest Period,
payable on each date on which interest is payable on such Advance. Such
additional interest shall be determined by such Bank and notified to the
Borrower through the Agent. A certificate as to the amount of such additional
interest submitted to the Borrower and the Agent by such Bank shall be
conclusive and binding for all purposes, absent manifest error. No Bank shall
have the right to recover any additional interest pursuant to this Section 2.07
for any period more than 90 days prior to the date such Bank notifies the
Borrower that additional interest may be charged pursuant to this Section 2.07.

Section 2.08. Interest Rate Determination. The Agent shall
give prompt notice to the Borrower and the Banks of the applicable interest
rate for each Eurodollar Rate Advance determined by the Agent for purposes of
Section 2.06(b).

Section 2.09. Evidence of Debt. The indebtedness of the
Borrower resulting from the A Advances owed to each Bank by the Borrower shall
be evidenced by an A Note of the Borrower payable to the order of such Bank.

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Section 2.10. Prepayments.

(a) The Borrower shall not have any right to prepay any
principal amount of any A Advance except as provided in this Section 2.10.

(b) The Borrower may, in respect of Base Rate Advances
upon notice to the Agent before 10:00 A.M. (New York City time) on the date of
prepayment, and in respect of Eurodollar Rate Advances upon at least three
Business Days' notice to the Agent, in each case stating the proposed date
(which shall be a Business Day) and aggregate principal amount of the
prepayment, and if such notice is given the Borrower shall, prepay the
outstanding principal amounts of the A Advances comprising part of the same A
Borrowing in whole or ratably in part, together with accrued interest to the
date of such prepayment on the principal amount prepaid and amounts, if any,
required to be paid pursuant to Section 8.04(b) as a result of such prepayment;
provided, however, that each partial prepayment pursuant to this Section
2.10(b) shall be in an aggregate principal amount not less than $5,000,000 and
in an aggregate principal amount such that after giving effect thereto no A
Borrowing comprised of Base Rate Advances shall have a principal amount
outstanding of less than $5,000,000 and no A Borrowing comprised of Eurodollar
Rate Advances shall have a principal amount outstanding of less than
$20,000,000.

(c) The Borrower will give notice to the Agent at or
before the time of each prepayment by the Borrower of Advances pursuant to this
Section 2.10 specifying the Advances which are to be prepaid and the amount of
such prepayment to be applied to such Advances, and each payment of any Advance
pursuant to this Section 2.10 or any other provision of this Agreement shall be
made in a manner such that all Advances comprising part of the same Borrowing
are paid in whole or ratably in part.

Section 2.11. Increased Costs.

(a) If, due to either (i) the introduction of or any
change (other than any change by way of imposition or increase of reserve
requirements included in the Eurodollar Rate Reserve Percentage) in or in the
interpretation, application or applicability of any law or regulation or (ii)
the compliance with any guideline or request from any central bank or other
governmental authority (whether or not having the force of law), there shall be
any increase in the cost to any Bank of agreeing to make or making, funding or
maintaining Eurodollar Rate Advances to the Borrower, then the Borrower shall
from time to time, upon demand by such Bank (with a copy of such demand to the
Agent), pay to the Agent for the account of such Bank additional amounts
sufficient to compensate such Bank for such increased cost. A certificate as
to the amount of such increased cost, submitted to the Borrower and the Agent
by such Bank, shall be prima facie evidence of the amount of such increased
cost. No Bank shall have the right to recover any such increased costs for any
period more than 90 days prior to the date such Bank notifies the Borrower of
any such introduction, change, compliance or proposed compliance.

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(b) If any Bank determines that compliance with any law
or regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) affects or
would affect the amount of capital required or expected to be maintained by
such Bank or any corporation controlling such Bank and that the amount of such
capital is increased by or based upon the existence of such Bank's commitment
to lend to the Borrower hereunder and other commitments of this type, then,
upon demand by such Bank (with a copy of such demand to the Agent), the
Borrower shall immediately pay to the Agent for the account of such Bank, from
time to time as specified by such Bank, additional amounts sufficient to
compensate such Bank or such corporation in the light of such circumstances, to
the extent that such Bank reasonably determines such increase in capital to be
allocable to the existence of such Bank's commitment to lend hereunder. A
certificate as to the amount of such additional amounts, submitted to the
Borrower and the Agent by such Bank, shall be prima facie evidence of the
amount of such additional amounts. No Bank shall have any right to recover any
additional amounts under this Section 2.11(b) for any period more than 90 days
prior to the date such Bank notifies the Borrower of any such compliance.

(c) In the event that any Bank makes a demand for payment
under Section 2.07 or this Section 2.11, the Borrower may within ninety days of
such demand, if no Event of Default or event which, with the giving of notice
or lapse of time or both, would constitute an Event of Default then exists,
replace such Bank with another commercial bank in accordance with all of the
provisions of the last sentence of Section 8.06(a) (including execution of an
appropriate Transfer Agreement) provided that (i) all obligations of such Bank
to lend hereunder shall be terminated and the Notes payable to such Bank and
all other obligations owed to such Bank hereunder shall be purchased in full
without recourse at par plus accrued interest at or prior to such replacement,
(ii) such replacement bank shall be reasonably satisfactory to the Agent and
the Majority Banks, (iii) such replacement bank shall, from and after such
replacement, be deemed for all purposes to be a "Bank" hereunder with a
Commitment in the amount of the Commitment of such Bank immediately prior to
such replacement (plus, if such replacement bank is already a Bank prior to
such replacement the respective Commitment of such Bank to the Borrower prior
to such replacement), as such amount may be changed from time to time pursuant
hereto, and shall have all of the rights, duties and obligations hereunder of
the Bank being replaced, and (iv) such other actions shall be taken by the
Borrower, such Bank and such replacement bank as may be appropriate to effect
the replacement of such Bank with such replacement bank on terms such that such
replacement bank has all of the rights, duties and obligations hereunder as
such Bank (including, without limitation, execution and delivery of new Notes
to such replacement bank, redelivery to the Borrower in due course of the Notes
of the Borrower payable to such Bank and specification of the information
contemplated by Schedule I as to such replacement bank).

Section 2.12. Illegality. Notwithstanding any other
provision of this Agreement, if any Bank shall notify the Agent that the
introduction of or any change in or in the interpretation of any law or
regulation shall make it unlawful, or that any central bank or other
governmental authority shall assert that it is unlawful, for any Bank or its
Eurodollar Lending Office to perform its obligations hereunder to make, or
Convert a Base Rate Advance into, a Eurodollar Rate Advance or to continue to
fund or maintain any Eurodollar Rate Advance, then, on notice thereof to the
Borrower

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by the Agent, (i) the obligation of each of the Banks to make, or to Convert
Advances into, Eurodollar Rate Advances shall be suspended until the Agent, at
the request of the Majority Banks, shall notify the Borrower and the Banks that
the circumstances causing such suspension no longer exist, and (ii) the
Borrower shall forthwith prepay in full all Eurodollar Rate Advances of all
Banks then outstanding together with all accrued interest thereon and all
amounts payable pursuant to Section 8.04(b), unless each Bank shall determine
in good faith in its sole opinion that it is lawful to maintain the Eurodollar
Rate Advances made by such Bank to the end of the respective Interest Periods
then applicable thereto or unless the Borrower, within five Business Days of
notice from the Agent, Convert all Eurodollar Rate Advances of all Banks then
outstanding into Base Rate Advances in accordance with Section 2.19.

Section 2.13. Payments and Computations.

(a) The Borrower shall make each payment hereunder and
under the Notes to be made by it not later than 11:00 A.M. (New York City time)
on the day when due in U.S. dollars to the Agent at its New York address
referred to in Section 8.02 in same day funds. The Agent will promptly
thereafter cause to be distributed like funds relating to the payment of
principal, interest or commitment fees ratably (other than amounts payable
pursuant to Section 2.07, 2.11, 2.14, 2.16 or 8.04(b)) to the Banks for the
account of their respective Applicable Lending Offices, and like funds relating
to the payment of any other amount payable to any Bank to such Bank for the
account of its Applicable Lending Office, in each case to be applied in
accordance with the terms of this Agreement. In no event shall any Bank be
entitled to share any fee paid to the Agent pursuant to Section 2.03(b), any
auction fee paid to the Agent pursuant to Section 2.16(a)(i) or any other fee
paid to the Agent, as such.

(b) The Borrower hereby authorizes each Bank, if and to
the extent payment owed to such Bank by the Borrower is not made when due
hereunder or under any Note held by such Bank, to charge from time to time
against any or all of the Borrower's accounts with such Bank any amount so due.

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

(d) Whenever any payment hereunder or under the Notes
shall be stated to be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day, and such extension of time
shall in such case be included in the computation of payment of

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interest or commitment fee, as the case may be; provided, however, if such
extension would cause payment of interest on or principal of Eurodollar Rate
Advances to be made in the next following calendar month, such payment shall be
made on the next preceding Business Day.

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

Section 2.14. Taxes.

(a) Any and all payments by the Borrower hereunder or
under the Notes shall be made, in accordance with Section 2.13, free and clear
of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholdings with respect thereto, and all
liabilities with respect thereto, excluding in the case of each Bank and the
Agent, taxes imposed on its income, and franchise taxes imposed on it, by the
jurisdiction under the laws of which such Bank or the Agent (as the case may
be) is organized or any political subdivision thereof and, in the case of each
Bank, taxes imposed on its income, and franchise taxes imposed on it, by the
jurisdiction of such Bank's Applicable Lending Office or any political
subdivision thereof (all such non-excluded taxes, levies, imposts, deductions,
charges, withholdings and liabilities being hereinafter referred to as
"Taxes"). If the Borrower shall be required by law to deduct any Taxes from or
in respect of any sum payable hereunder or under any Note to any Bank or the
Agent, (i) the sum payable shall be increased as may be necessary so that after
making all required deductions (including deductions applicable to additional
sums payable under this Section 2.14) such Bank or the Agent (as the case may
be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions and (iii)
the Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law.

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

(c) The Borrower will indemnify each Bank and the Agent
for the full amount of Taxes or Other Taxes (including, without limitation, any
Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this
Section 2.14) owed and paid by such Bank or the Agent (as the case may be) and
any liability (including penalties, interest and expenses) arising therefrom

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or with respect thereto. This indemnification shall be made within 30 days
from the date such Bank or the Agent (as the case may be) makes written demand
therefor.

(d) Within 30 days after the date of the payment of Taxes
by or at the direction of the Borrower, the Borrower will furnish to the Agent,
at its address referred to in Section 8.02, the original or a certified copy of
a receipt evidencing payment thereof. Should any Bank or the Agent ever
receive any refund, credit or deduction from any taxing authority to which such
Bank or the Agent would not be entitled but for the payment by the Borrower of
Taxes as required by this Section 2.14 (it being understood that the decision
as to whether or not to claim, and if claimed, as to the amount of any such
refund, credit or deduction shall be made by such Bank or the Agent, as the
case may be, in its sole discretion), such Bank or the Agent, as the case may
be, thereupon shall repay to the Borrower an amount with respect to such
refund, credit or deduction equal to any net reduction in taxes actually
obtained by such Bank or the Agent, as the case may be, and determined by such
Bank or the Agent, as the case may be, to be attributable to such refund,
credit or deduction.

(e) Without prejudice to the survival of any other
agreement of the Borrower hereunder, the agreements and obligations of the
Borrower contained in this Section 2.14 shall survive the payment in full of
principal and interest hereunder and under the Notes.

Section 2.15. Sharing of Payments, Etc. If any Bank shall
obtain any payment (whether voluntary or involuntary, or through the exercise
of any right of set-off or otherwise) on account of the A Advances made by it
(other than pursuant to Section 2.07, 2.11, 2.14 or 8.04(b)) in excess of its
ratable share of payments on account of the A Advances obtained by all the
Banks, such Bank shall forthwith purchase from the other Banks such
participations in the A Advances owed to them as shall be necessary to cause
such purchasing Bank to share the excess payment ratably with each of them,
provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Bank, such purchase from each Bank
shall be rescinded and such Bank shall repay to the purchasing Bank the
purchase price to the extent of such Bank's ratable share (according to the
proportion of (i) the amount of the participation purchased from such Bank as a
result of such excess payment to (ii) the total amount of such excess payment)
of such recovery together with an amount equal to such Bank's ratable share
(according to the proportion of (i) the amount of such Bank's required
repayment to (ii) the total amount so recovered from the purchasing Bank) of
any interest or other amount paid or payable by the purchasing Bank in respect
of the total amount so recovered. The Borrower agrees that any Bank so
purchasing a participation from another Bank pursuant to this Section 2.15 may,
to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Bank were the direct creditor of the Borrower in the amount of such
participation.

Section 2.16. The B Advances.

(a) Each Bank severally agrees that the Borrower may make
B Borrowings under this Section 2.16 from time to time on any Business Day
during the period from the date hereof until the earlier of (I) the Termination
Date or (II) the date occurring 30 days prior to the Stated

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Termination Date in the manner set forth below; provided that, following the
making of each B Borrowing, the aggregate amount of the Advances then
outstanding to the Borrower shall not exceed the aggregate amount of the
Commitments of the Banks (computed without regard to any B Reduction).

(i) The Borrower may request a B Borrowing under this
Section 2.16 by delivering to the Agent, by telecopier, telex or
cable, confirmed immediately in writing, a notice of a B Borrowing (a
"Notice of B Borrowing"), in substantially the form of Exhibit B-2
hereto, specifying the date and aggregate amount of the proposed B
Borrowing, the maturity date for repayment of each B Advance to be
made as part of such B Borrowing (which maturity date may not be
earlier than the date occurring 14 days after the date of such B
Borrowing or later than the earlier of (x) 6 months after the date of
such B Borrowing or (y) the Stated Termination Date), the interest
payment date or dates relating thereto, and any other terms to be
applicable to such B Borrowing (including, without limitation, the
basis to be used by the Banks in determining the rate or rates of
interest to be offered by them as provided in paragraph (ii) below and
prepayment terms, if any, but excluding any waiver or other
modification to any of the conditions set forth in Article III), not
later than 10:00 A.M. (New York City time) (A) at least one Business
Day prior to the date of the proposed B Borrowing, if the Borrower
shall specify in the Notice of B Borrowing that the rates of interest
to be offered by the Banks shall be fixed rates per annum and (B) at
least five Business Days prior to the date of the proposed B
Borrowing, if the Borrower shall instead specify in the Notice of B
Borrowing the basis to be used by the Banks in determining the rates
of interest to be offered by them. The Agent shall in turn promptly
notify each Bank of each request for a B Borrowing received by it from
the Borrower by sending such Bank a copy of the related Notice of B
Borrowing. Each time that the Borrower gives a Notice of B Borrowing,
the Borrower shall pay to the Agent an auction fee equal to $2000.

(ii) Each Bank may, if in its sole discretion it elects to
do so, irrevocably offer to make one or more B Advances to the
Borrower as part of such proposed B Borrowing at a rate or rates of
interest specified by such Bank in its sole discretion, by notifying
the Agent (which shall give prompt notice thereof to the Borrower),
before 10:00 A.M. (New York City time) (x) on the date of such
proposed B Borrowing, in the case of a Notice of B Borrowing delivered
pursuant to clause (A) of paragraph (i) above, and (y) three Business
Days before the date of such proposed B Borrowing in the case of a
Notice of B Borrowing delivered pursuant to clause (B) of paragraph
(i) above, of the minimum amount and maximum amount of each B Advance
which such Bank would be willing to make as part of such proposed B
Borrowing (which amounts may, subject to the proviso to the first
sentence of this Section 2.16(a), exceed such Bank's Commitment to the
Borrower), the rate or rates of interest therefor and such Bank's
Applicable Lending Office with respect to such B Advance; provided
that if the Agent in its capacity as a Bank shall, in its sole
discretion, elect to make any such offer, it shall notify the Borrower
of such offer before 9:45 A.M. (New York City time) on the date on
which notice of such election is to be given to the Agent by the other
Banks. If any Bank shall elect not to make such an offer, such Bank
shall

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so notify the Agent, before 10:00 A.M. (New York City time) on the
date on which notice of such election is to be given to the Agent by
the other Banks, and such Bank shall not be obligated to, and shall
not, make any B Advance as part of such B Borrowing; provided that the
failure by any Bank to give such notice shall not cause such Bank to
be obligated to make any B Advance as part of such proposed B
Borrowing.

(iii) The Borrower shall, in turn, before 11:00 A.M. (New
York City time) (x) on the date of such proposed B Borrowing in the
case of a Notice of B Borrowing delivered pursuant to clause (A) of
paragraph (i) above and (y) three Business Days before the date of
such proposed B Borrowing in the case of a Notice of B Borrowing
delivered pursuant to clause (B) of paragraph (i) above, either

(A) cancel such B Borrowing by giving the Agent
notice to that effect, or

(B) accept one or more of the offers made by any
Bank or Banks pursuant to paragraph (ii) above, in order of
the lowest to highest rates of interest or margins (or, if two
or more Banks bid at the same rates of interest, and the
amount of accepted offers is less than the aggregate amount of
such offers, the amount to be borrowed from such Banks as part
of such B Borrowing shall be allocated among such Banks pro
rata on the basis of the maximum amount offered by such Banks
at such rates or margin in connection with such B Borrowing),
in any aggregate amount up to the aggregate amount initially
requested by the Borrower in the relevant Notice of B
Borrowing, by giving notice to the Agent of the amount of each
B Advance (which amount shall be equal to or greater than the
minimum amount, and equal to or less than the maximum amount,
notified to the Borrower by the Agent on behalf of such Bank
for such B Advance pursuant to paragraph (ii) above) to be
made by each Bank as part of such B Borrowing, and reject any
remaining offers made by Banks pursuant to paragraph (ii)
above by giving the Agent notice to that effect.

(iv) If the Borrower notifies the Agent that such B
Borrowing is cancelled pursuant to paragraph (iii)(A) above, the Agent
shall give prompt notice thereof to the Banks and such B Borrowing
shall not be made.

(v) If the Borrower accepts one or more of the offers
made by any Bank or Banks pursuant to paragraph (iii)(B) above, the
Agent shall in turn promptly notify (A) each Bank that has made an
offer as described in paragraph (ii) above, of the date and aggregate
amount of such B Borrowing and whether or not any offer or offers made
by such Bank pursuant to paragraph (ii) above have been accepted by
the Borrower, (B) each Bank that is to make a B Advance as part of
such B Borrowing, of the amount of each B Advance to be made by such
Bank as part of such B Borrowing, and (C) each Bank that is to make a
B Advance as part of such B Borrowing, upon receipt, that the Agent
has received forms of

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documents appearing to fulfill the applicable conditions set forth in
Article III. Each Bank that is to make a B Advance as part of such B
Borrowing shall, before 12:00 noon (New York City time) on the date of
such B Borrowing specified in the notice received from the Agent
pursuant to clause (A) of the preceding sentence or any later time
when such Bank shall have received notice from the Agent pursuant to
clause (C) of the preceding sentence, make available for the account
of its Applicable Lending Office to the Agent at its New York address
referred to in Section 8.02 such Bank's portion of such B Borrowing,
in same day funds. Upon fulfillment of the applicable conditions set
forth in Article III and after receipt by the Agent of such funds, the
Agent will make such funds available to the Borrower at the Agent's
aforesaid address. Promptly after each B Borrowing the Agent will
notify each Bank of the amount of the B Borrowing, the consequent B
Reduction and the dates upon which such B Reduction commenced and will
terminate.

(b) Each B Borrowing shall be in an aggregate amount of
not less than $5,000,000 or an integral multiple of $1,000,000 in
excess thereof. The Borrower agrees that it will not request a B
Borrowing unless, upon the making of such B Borrowing, the limitations
set forth in the proviso to the first sentence of Section 2.16(a) are
complied with.

(c) Within the limits and on the conditions set forth in
this Section 2.16, the Borrower may from time to time borrow under
this Section 2.16, repay or prepay pursuant to subsection (d) below,
and reborrow under this Section 2.16, provided that a B Borrowing
shall not be made by the Borrower within three Business Days of the
date of another B Borrowing.

(d) The Borrower shall repay to the Agent for the account
of each Bank which has made a B Advance to the Borrower, or each other
holder of a B Note of the Borrower, on the maturity date of each B
Advance made to the Borrower (such maturity date being that specified
by the Borrower for repayment of such B Advance in the related Notice
of B Borrowing delivered pursuant to subsection (a)(i) above and
provided in the B Note evidencing such B Advance) the then unpaid
principal amount of such B Advance. The Borrower shall not have any
right to prepay any principal amount of any B Advance unless, and then
only on the terms, specified by the Borrower for such B Advance in the
related Notice of B Borrowing delivered pursuant to subsection (a)(i)
above and set forth in the B Note evidencing such B Advance.

(e) The Borrower shall pay interest on the unpaid
principal amount of each B Advance made to the Borrower from the date
of such B Advance to the date the principal amount of such B Advance
is repaid in full, at the rate of interest for such B Advance
specified by the Bank making such B Advance in its notice with respect
thereto delivered pursuant to subsection (a)(ii) above, payable on the
interest payment date or dates specified by the Borrower for such B
Advance in the related Notice of B Borrowing delivered pursuant to
subsection (a)(i) above, as provided in the B Note evidencing such B
Advance.

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(f) The indebtedness of the Borrower resulting from each
B Advance made to the Borrower as part of a B Borrowing shall be
evidenced by a separate B Note of the Borrower payable to the order of
the Bank making such B Advance.

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

Section 2.17. Optional Termination. Notwithstanding anything
to the contrary in this Agreement, if (v) any Person (other than a trustee or
other fiduciary holding securities under an employee benefit plan of TWC or of
any Subsidiary of TWC) or two or more Persons acting in concert (other than any
group of employees of TWC or of any of its Subsidiaries) shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934), directly or
indirectly, of securities of TWC (or other securities convertible into such
securities) representing 20% or more of the combined voting power of all
securities of TWC entitled to vote in the election of directors, other than
securities having such power only by reason of the happening of a contingency,
or (vi) during any period of up to 24 consecutive months, commencing before or
after the date of this Agreement, individuals who at the beginning of such
24-month period were directors of TWC or who were elected by individuals who at
the beginning of such period were such directors or by individuals elected in
accordance with this clause (ii) shall cease for any reason to constitute a
majority of the board of directors of TWC, or (vii) any Person (other than TWC
or a Wholly-Owned Subsidiary of TWC) or two or more Persons acting in concert
shall have acquired by contract or otherwise, or shall have entered into a
contract or arrangement which upon consummation will result in its or their
acquisition of, the power to exercise, directly or indirectly, a controlling
influence over the management or policies of the Borrower; then the Agent shall
at the request, or may with the consent, of the holders of at least 66-2/3% in
principal amount of the A Notes then outstanding or, if no A Notes are then
outstanding, Banks having at least 66-2/3% of the Commitments, by notice to the
Borrower, declare all of the Commitments and the obligation of each Bank to
make Advances to be terminated, whereupon all of the Commitments and each such
obligation shall forthwith terminate, and the Borrower shall not have any
further right to borrow hereunder.

Section 2.18. Extension of Termination Date. By notice given
to the Agent and the Banks, at least thirty days but not more than forty-five
days before July 1 of any year after 1997, the Borrower may request the Banks
to extend the Stated Termination Date for an additional year to a date which is
an anniversary date of the Stated Termination Date. Within thirty days after
receipt of such request, each Bank that agrees, in its sole and absolute
discretion, to so extend the Stated Termination Date shall notify the Borrower
and the Agent that it so agrees, and if all Banks so agree the Stated
Termination Date shall be so extended.

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Section 2.19. Voluntary Conversion of Advances. The Borrower
may on any Business Day, if no Event of Default then exists, upon notice (which
shall be irrevocable) given to the Agent not later than 11:00 A.M. (x) in the
case of a proposed Conversion into Eurodollar Rate Advances, on the third
Business Day prior to the date of the proposed conversion, and (y) in the case
of a proposed Conversion into Base Rate Advances, on the date of the proposed
Conversion, and subject to the provisions of Sections 2.02 and 2.12, Convert
all Advances of one Type comprising the same A Borrowing into Advances of the
other Type; provided that (i) no Conversion of any Eurodollar Rate Advances
shall occur on a day other than the last day of an Interest Period for such
Eurodollar Rate Advances, except as contemplated by Section 2.12, and (ii)
Advances may not be Converted into Eurodollar Rate Advances if the aggregate
unpaid principal amount of the Advances is less than $20,000,000. Each such
notice of a Conversion shall, within the restrictions specified above, specify
(i) the date of such Conversion, (ii) the A Advances to be Converted, and (iii)
if such Conversion is into Eurodollar Rate Advances, the duration of the
Interest Period for each such Advance.

Section 2.20. Automatic Provisions.

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

(b) On the date on which the aggregate unpaid principal
amount of the Eurodollar Rate Advances of the Borrower shall be reduced to less
than $20,000,000, all of such Eurodollar Rate Advances shall automatically
Convert into Base Rate Advances.

ARTICLE III

CONDITIONS

Section 3.01. Conditions Precedent to Initial Advances. The
obligation of each Bank to make its initial Advance on or after the date hereof
is subject to the condition precedent that the Agent shall have received on or
before the date hereof, each dated on or before such date, in form and
substance satisfactory to the Agent and (except for the Notes) in sufficient
copies for each Bank:

(a) The A Notes executed by the Borrower to the order of
each of the respective Banks and this Agreement executed by the
Borrower.

(b) Certified copies of the resolutions of the Board of
Directors, or the Executive Committee thereof, of the Borrower
authorizing the execution of this Agreement and the Notes.

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(c) A certificate of the Secretary or an Assistant
Secretary of the Borrower certifying (i) that attached thereto are
true and correct copies of the Certificate of Incorporation and Bylaws
of the Borrower, and (ii) the names and true signatures of the
officers of the Borrower authorized to sign this Agreement, Notices of
A Borrowing, Notices of B Borrowing and the Notes to be executed by
the Borrower and any other documents to be delivered hereunder by the
Borrower.

(d) An opinion of Xxxxxxx X. xxx Xxxxx, General Counsel
of TWC, substantially in the form of Exhibit C hereto and as to such
other matters as any Bank through the Agent may reasonably request.

(e) An opinion of Xxxxxxxxx & Xxxxxxxxx, L.L.P., special
counsel to the Agent, substantially in the form of Exhibit D hereto.

(f) A certificate of an officer of the Borrower stating
the respective ratings by each of S&P and Xxxxx'x of the senior
unsecured long-term debt of the Borrower as in effect on the date of
this Agreement.

Section 3.02. Additional Conditions Precedent to Each A
Borrowing. The obligation of each Bank to make an A Advance on the occasion of
any A Borrowing (including the initial A Borrowing) shall be subject to the
further conditions precedent that on the date of such A Borrowing (a) the
following statements shall be true (and each of the giving of the applicable
Notice of A Borrowing and the acceptance by the Borrower of the proceeds of
such A Borrowing shall constitute a representation and warranty by the Borrower
that on the date of such A Borrowing such statements are true):

(i) The representations and warranties contained in
Section 4.01 pertaining to such Borrower and its Subsidiaries are
correct on and as of the date of such A Borrowing, before and after
giving effect to such A Borrowing and to the application of the
proceeds therefrom, as though made on and as of such date,

(ii) No event has occurred and is continuing, or would
result from such A Borrowing or from the application of the proceeds
therefrom, which constitutes an Event of Default or which would
constitute an Event of Default but for the requirement that notice be
given or time elapse or both, and

(iii) After giving effect to such A Borrowing and all other
Borrowings which have been requested on or prior to such date but
which have not been made prior to such date, the aggregate principal
amount of all Advances will not exceed the aggregate of the
Commitments (computed without regard to any B Reduction);

and (b) the Agent shall have received such other approvals, opinions or
documents as any Bank through the Agent may reasonably request.

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Section 3.03. Conditions Precedent to Each B Borrowing. The
obligation of each Bank which is to make a B Advance to the Borrower on the
occasion of a B Borrowing (including the initial B Borrowing) to make such B
Advance as part of such B Borrowing is subject to the further conditions
precedent that (i) at or before the time required by paragraph (iii) of Section
2.16(a), the Agent shall have received the written confirmatory notice of such
B Borrowing contemplated by such paragraph, (ii) on or before the date of such
B Borrowing, but prior to such B Borrowing, the Agent shall have received a B
Note executed by the Borrower payable to the order of such Bank for each of the
one or more B Advances to be made by such Bank as part of such B Borrowing, in
a principal amount equal to the principal amount of the B Advance to be
evidenced thereby and otherwise on such terms as were agreed to for such B
Advance in accordance with Section 2.16, and (iii) on the date of such B
Borrowing (a) the following statements shall be true (and each of the giving of
the applicable Notice of B Borrowing and the acceptance by the Borrower of the
proceeds of such B Borrowing shall constitute a representation and warranty by
the Borrower that on the date of such B Borrowing such statements are true):

(1) The representations and warranties contained in
Section 4.01 are correct on and as of the date of such B Borrowing,
before and after giving effect to such B Borrowing and to the
application of the proceeds therefrom, as though made on and as of
such date,

(2) No event has occurred and is continuing, or would
result from such B Borrowing or from the application of the proceeds
therefrom, which constitutes an Event of Default or which would
constitute an Event of Default but for the requirement that notice be
given or time elapse or both,

(3) Following the making of such B Borrowing and all
other Borrowings to be made on the same day to the Borrower under this
Agreement, the aggregate principal amount of all Advances to the
Borrower then outstanding will not exceed the aggregate amount of the
Commitments (computed without regard to any B Reduction), and

(4) After giving effect to such B Borrowing and all other
Borrowings which have been requested on or prior to such date but
which have not been made prior to such date, the aggregate principal
amount of all Advances will not exceed the aggregate of the
Commitments of the Banks (computed without regard to any B Reduction);

and (b) the Agent shall have received such other approvals, opinions or
documents as any Bank through the Agent may reasonably request.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

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

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(a) The Borrower is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware
and has all corporate powers and all governmental licenses,
authorizations, certificates, consents and approvals required to carry
on its business as now conducted in all material respects, except for
those licenses, authorizations, certificates, consents and approvals
the failure to have which could not reasonably be expected to have a
material adverse effect on the business, assets, condition or
operation of the Borrower and its Subsidiaries taken as a whole. Each
Subsidiary of the Borrower is duly organized or validly formed,
validly existing and (if applicable) in good standing under the laws
of its jurisdiction of incorporation or formation, except where the
failure to be so organized, existing and in good standing could not
reasonably be expected to have a material adverse effect on the
business, assets, condition or operations of the Borrower and its
Subsidiaries taken as a whole. Each Subsidiary of the Borrower has
all corporate powers and all governmental licenses, authorizations,
certificates, consents and approvals required to carry on its business
as now conducted in all material respects, except for those licenses,
authorizations, certificates, consents and approvals the failure to
have which could not reasonably be expected to have a material adverse
effect on the business, assets, condition or operation of the Borrower
and its Subsidiaries taken as a whole.

(b) The execution, delivery and performance by the
Borrower of this Agreement and the Notes and the consummation of the
transactions contemplated by this Agreement are within the Borrower's
corporate powers, have been duly authorized by all necessary corporate
action, do not contravene (i) the Borrower's charter or by-laws or
(ii) law or any contractual restriction binding on or affecting the
Borrower and will not result in or require the creation or imposition
of any Lien prohibited by this Agreement. At the time of each
borrowing of any Advance by the Borrower, such borrowing and the use
of the proceeds of such Advance will be within the Borrower's
corporate xxxxxx, xxxx have been duly authorized by all necessary
corporate action, will not contravene (i) the Borrower's charter or
by-laws or (ii) law or any contractual restriction binding on or
affecting the Borrower and will not result in or require the creation
or imposition of any Lien prohibited by this Agreement.

(c) No authorization or approval or other action by, and
no notice to or filing with, any governmental authority or regulatory
body is required for the due execution, delivery and performance by
the Borrower of this Agreement or the Notes or the consummation of the
transactions contemplated by this Agreement. At the time of each
borrowing of any Advance by the Borrower, no authorization or approval
or other action by, and no notice to or filing with, any governmental
authority or regulatory body will be required for such borrowing or
the use of the proceeds of such Advance.

(d) This Agreement has been duly executed and delivered
by the Borrower. This Agreement is the legal, valid and binding
obligation of the Borrower enforceable against the Borrower in
accordance with its terms, except as such enforceability may be
limited by any applicable bankruptcy, insolvency, reorganization,
moratorium or similar law

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affecting creditors' rights generally and by general principles of
equity. The A Notes are, and when executed the B Notes will be, the
legal, valid and binding obligations of the Borrower enforceable
against the Borrower in accordance with their respective terms, except
as such enforceability may be limited by any applicable bankruptcy,
insolvency, reorganization, moratorium or similar law affecting
creditors' rights generally and by general principles of equity.

(e) The Consolidated balance sheet of the Borrower and
its Subsidiaries as at December 31, 1996, and the related Consolidated
statement of income and cash flows of the Borrower and its
Subsidiaries for the fiscal year then ended, copies of which have been
furnished to each Bank, and the Consolidated balance sheet of the
Borrower and its Subsidiaries as at March 31, 1997, and the related
Consolidated statement of income and cash flows of the Borrower and
its Subsidiaries for the three months then ended, duly certified by an
authorized financial officer of the Borrower, copies of which have
been furnished to each Bank, fairly present, subject, in the case of
such balance sheet as at March 31, 1997, and such statement of income
and cash flows for the three months then ended, to year-end audit
adjustments, the Consolidated financial condition of the Borrower and
its Subsidiaries as at such dates and the Consolidated results of
operations of the Borrower and its Subsidiaries for the year and three
month period, respectively, ended on such dates, all in accordance
with generally accepted accounting principles consistently applied.
Since March 31, 1997, there has been no material adverse change in the
condition or operations of the Borrower or its Subsidiaries.

(f) Except as set forth in the Public Filings or as
otherwise disclosed in writing by the Borrower to the Banks and the
Agent after the date hereof and approved by the Majority Banks, there
is no pending or, to the knowledge of the Borrower, threatened action
or proceeding affecting the Borrower or any material Subsidiary of the
Borrower before any court, governmental agency or arbitrator, which
could reasonably be expected to materially and adversely affect the
financial condition or operations of the Borrower and its Subsidiaries
taken as a whole or which purports to affect the legality, validity,
binding effect or enforceability of this Agreement or any Note.

(g) No proceeds of any Advance will be used for any
purpose or in any manner not permitted by Section 5.02(k).

(h) The Borrower is not engaged in the business of
extending credit for the purpose of purchasing or carrying margin
stock (within the meaning of Regulation U issued by the Board of
Governors of the Federal Reserve System), and no proceeds of any
Advance will be used to purchase or carry any such margin stock (other
than purchases of common stock expressly permitted by Section 5.02(k))
or to extend credit to others for the purpose of purchasing or
carrying any such margin stock. Following the application of the
proceeds of each Advance, not more than 25% of the value of the assets
of the Borrower will be

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35
represented by such margin stock and not more than 25% of the value of
the assets of the Borrower and its Subsidiaries will be represented by
such margin stock.

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

(j) No Termination Event has occurred or is reasonably
expected to occur with respect to any Plan for which an Insufficiency
exists. Neither the Borrower nor any ERISA Affiliate has received any
notification that any Multiemployer Plan is in reorganization or has
been terminated, within the meaning of Title IV of ERISA, and the
Borrower is not aware of any reason to expect that any Multiemployer
Plan is to be in reorganization or to be terminated within the meaning
of Title IV of ERISA.

(k) The Borrower and the Subsidiaries of the Borrower
have filed all United States Federal income tax returns and all other
material domestic tax returns which are required to be filed by them
and have paid, or provided for the payment before the same become
delinquent of, all taxes due pursuant to such returns or pursuant to
any assessment received by the Borrower or any such Subsidiary, other
than those taxes contested in good faith by appropriate proceedings.
The charges, accruals and reserves on the books of the Borrower and
the material Subsidiaries of the Borrower in respect of taxes are
adequate.

(l) The Borrower is not a "holding company," or a
"subsidiary company" of a "holding company," or an "affiliate" of a
"holding company" or of a "subsidiary company" of a "holding company,"
or a "public utility" within the meaning of the Public Utility Holding
Company Act of 1935, as amended.

(m) Except as set forth in the Public Filings or as
otherwise disclosed in writing by the Borrower to the Banks and the
Agent after the date hereof and approved by the Majority Banks, the
Borrower and its material Subsidiaries are in compliance in all
material respects with all Environmental Protection Statutes to the
extent material to their respective operations or financial condition.
Except as set forth in the Public Filings or as otherwise disclosed in
writing by the Borrower to the Banks and the Agent after the date
hereof and approved by the Majority Banks, the aggregate contingent
and non-contingent liabilities of the Borrower and its Subsidiaries
(other than those reserved for in accordance with generally accepted
accounting principles and set forth in the financial statements
regarding the Borrower referred to in Section 4.01(e) and delivered to
each Bank) which are reasonably expected to arise in connection with
(i) the requirements of Environmental Protection Statutes or (ii) any
obligation or liability to any Person in connection with any
Environmental matters (including, without limitation, any release or
threatened release (as such terms are defined in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980) of any
Hazardous Waste, Hazardous Substance, other waste, petroleum or
petroleum products into the Environment) does not exceed 10% of the

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36
Consolidated Tangible Net Worth of the Borrower (excluding liabilities
to the extent covered by insurance if the insurer has confirmed that
such insurance covers such liabilities or which the Borrower
reasonably expects to recover from ratepayers).

ARTICLE V

COVENANTS OF THE BORROWER

Section 5.01. Affirmative Covenants. So long as any Note
shall remain unpaid or any Bank shall have any Commitment hereunder, the
Borrower will, unless the Majority Banks shall otherwise consent in writing:

(a) Compliance with Laws, Etc. Comply, and cause each of
its Subsidiaries to comply, in all material respects with all applicable laws,
rules, regulations and orders (except where failure to comply could not
reasonably be expected to have a material adverse effect on the business,
assets, condition or operations of the Borrower and its Subsidiaries taken as a
whole), such compliance to include, without limitation, the payment and
discharge before the same become delinquent of all taxes, assessments and
governmental charges or levies imposed upon it or any of its Subsidiaries or
upon any of its property or any property of any of its Subsidiaries, and all
lawful claims which, if unpaid, might become a Lien upon any property of it or
any of its Subsidiaries, provided that neither the Borrower nor any Subsidiary
of the Borrower shall be required to pay any such tax, assessment, charge, levy
or claim which is being contested in good faith and by proper proceedings and
with respect to which reserves in conformity with generally accepted accounting
principles, if required by such principles, have been provided on the books of
the Borrower or such Subsidiary, as the case may be.

(b) Reporting Requirements. Furnish to each of the
Banks:

(i) as soon as possible and in any event within five
days after the occurrence of each Event of Default or each
event which, with the giving of notice or lapse of time or
both, would constitute an Event of Default, continuing on the
date of such statement, a statement of an authorized financial
officer of the Borrower setting forth the details of such
Event of Default or event and the actions, if any, which the
Borrower has taken and proposes to take with respect thereto;

(ii) as soon as available and in any event not later
than 60 days after the end of each of the first three quarters
of each fiscal year of the Borrower, the Consolidated balance
sheets of the Borrower and its Subsidiaries as of the end of
such quarter and the Consolidated statements of income and
cash flows of the Borrower and its Subsidiaries for the period
commencing at the end of the previous year and ending with the
end of such quarter, all in reasonable detail and duly
certified (subject to year-end audit adjustments) by an
authorized financial officer of the Borrower as having been
prepared in accordance with generally accepted

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accounting principles, together with a certificate of said
officer (a) stating that he has no knowledge that an Event of
Default, or an event which, with notice or lapse of time or
both, would constitute an Event of Default has occurred and is
continuing or, if an Event of Default or such an event has
occurred and is continuing, a statement as to the nature
thereof and the action, if any, which the Borrower proposes to
take with respect thereto, and (b) showing in detail the
calculation supporting such statement in respect of Section
5.02(b);

(iii) as soon as available and in any event not later
than 105 days after the end of each fiscal year of the
Borrower, a copy of the annual audit report for such year for
the Borrower and its Subsidiaries, including therein
Consolidated balance sheets of the Borrower and its
Subsidiaries as of the end of such fiscal year and
Consolidated statements of income and cash flows of the
Borrower and its Subsidiaries for such fiscal year, in each
case prepared in accordance with generally accepted accounting
principles and certified by Ernst & Young, LLP or other
independent certified public accountants of recognized
standing acceptable to the Majority Banks, together with a
certificate of such accounting firm to the Banks (a) stating
that, in the course of the regular audit of the business of
the Borrower and its Subsidiaries, which audit was conducted
by such accounting firm in accordance with generally accepted
auditing standards, such accounting firm has obtained no
knowledge that an Event of Default or an event which, with
notice or lapse of time or both, would constitute an Event of
Default, has occurred and is continuing, or if, in the opinion
of such accounting firm, an Event of Default or such an event
has occurred and is continuing, a statement as to the nature
thereof, and (b) showing in detail the calculations supporting
such statement in respect of Section 5.02(b);

(iv) such other information respecting the business
or properties, or the condition or operations, financial or
otherwise, of the Borrower or any of its material Subsidiaries
as any Bank through the Agent may from time to time reasonably
request;

(v) promptly after the sending or filing thereof,
copies of all proxy material, reports and other information
which the Borrower sends to any of its security holders, and
copies of all final reports and final registration statements
which the Borrower or any material Subsidiary of the Borrower
files with the Securities and Exchange Commission or any
national securities exchange;

(vi) as soon as possible and in any event (A) within
30 Business Days after the Borrower or any ERISA Affiliate
knows or has reason to know that any Termination Event
described in clause (i) of the definition of Termination Event
with respect to any Plan has occurred and (B) within 30
Business Days after the Borrower or any ERISA Affiliate knows
or has reason to know that any other Termination Event with
respect to any Plan has occurred or is reasonably expected

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to occur, a statement of the chief financial officer or chief
accounting officer of the Borrower describing such Termination
Event and the action, if any, which the Borrower or such ERISA
Affiliate proposes to take with respect thereto;

(vii) promptly and in any event within 25 Business
Days after receipt thereof by the Borrower or any ERISA
Affiliate, copies of each notice received by the Borrower or
any ERISA Affiliate from the PBGC stating its intention to
terminate any Plan or to have a trustee appointed to
administer any Plan;

(viii) within 30 days following request therefor by
any Bank, copies of each Schedule B (Actuarial Information) to
each annual report (Form 5500 Series) of the Borrower or any
ERISA Affiliate with respect to each Plan;

(ix) promptly and in any event within 25 Business
Days after receipt thereof by the Borrower or any ERISA
Affiliate from the sponsor of a Multiemployer Plan, a copy of
each notice received by the Borrower or any ERISA Affiliate
concerning (A) the imposition of a Withdrawal Liability by a
Multiemployer Plan, (B) the determination that a Multiemployer
Plan is, or is expected to be, in reorganization within the
meaning of Title IV of ERISA, (C) the termination of a
Multiemployer Plan within the meaning of Title IV of ERISA, or
(D) the amount of liability incurred, or expected to be
incurred, by the Borrower or any ERISA Affiliate in connection
with any event described in clause (A), (B) or (C) above;

(x) not more than 60 days (or 105 days in the case
of the last fiscal quarter of a fiscal year of the Borrower)
after the end of each fiscal quarter of the Borrower, a
certificate of an authorized financial officer of the Borrower
stating the respective ratings, if any, by each of S&P and
Xxxxx'x of the senior unsecured long-term debt of the Borrower
as of the last day of such quarter; and

(xi) promptly after any withdrawal or termination of
the letter referred to in the second to last sentence of
Section 1.05 or any change in the indicated rating set forth
therein or any change in, or issuance, withdrawal or
termination of, the rating of any senior unsecured long-term
debt of the Borrower by S&P or Xxxxx'x, notice thereof.

(c) Maintenance of Insurance. Maintain, and cause each
of its material Subsidiaries to maintain, insurance with responsible
and reputable insurance companies or associations in such amounts and
covering such risks as is usually carried by companies engaged in
similar businesses and owning similar properties in the same general
areas in which the Borrower or its Subsidiaries operate, provided that
the Borrower or any of its Subsidiaries may self-insure to the extent
and in the manner normal for companies of like size, type and
financial condition.

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39
(d) Preservation of Corporate Existence, Etc. Preserve
and maintain, and cause each of its Subsidiaries to preserve and
maintain, its corporate existence, rights, franchises and privileges
in the jurisdiction of its incorporation, and qualify and remain
qualified, and cause each Subsidiary to qualify and remain qualified,
as a foreign corporation in each jurisdiction in which qualification
is necessary or desirable in view of its business and operations or
the ownership of its properties, except (1) in the case of any
Subsidiary of the Borrower, where the failure of such Subsidiary to so
preserve, maintain, qualify and remain qualified could not reasonably
be expected to have a material adverse effect on the business, assets,
condition or operations of the Borrower and its Subsidiaries taken as
a whole and (2) in the case of the Borrower, where the failure of the
Borrower to preserve and maintain such rights, franchises and
privileges and to so qualify and remain qualified could not reasonably
be expected to have a material adverse effect on the business, assets,
condition or operations of the Borrower and its Subsidiaries taken as
a whole.

Section 5.02. Negative Covenants. So long as any Note shall
remain unpaid or any Bank shall have any Commitment hereunder, the Borrower
will not, without the written consent of the Majority Banks:

(a) Liens, Etc. Create, assume, incur or suffer to
exist, or permit any of its Subsidiaries to create, assume, incur or
suffer to exist, any Lien on or in respect of any of its property,
whether now owned or hereafter acquired, or assign or otherwise
convey, or permit any such Subsidiary to assign or otherwise convey,
any right to receive income, in each case to secure or provide for the
payment of any Debt of any Person, except that the Borrower may
create, incur, assume or suffer to exist Permitted Liens.

(b) Debt. Permit the ratio of (A) the aggregate amount
of all Debt of the Borrower and its Subsidiaries on a Consolidated
basis to (B) the sum of the Consolidated Net Worth of the Borrower
plus the aggregate amount of all Debt of the Borrower and its
Subsidiaries on a Consolidated basis to exceed 0.55 to 1.0 at any
time.

(c) Merger and Sale of Assets. Merge or consolidate with
or into any other Person, or sell, lease or otherwise transfer all or
substantially all of its assets, or permit any of its material
Subsidiaries to merge or consolidate with or into any other Person, or
sell, lease or otherwise transfer all or substantially all of its
assets, except that this Section 5.02(c) shall not prohibit:

(i) the Borrower and its Subsidiaries from
selling, leasing or otherwise transferring their respective
assets in the ordinary course of business;

(ii) any merger, consolidation or sale, lease or
other transfer of assets involving only the Borrower and its
Subsidiaries; provided, however, that transactions under this
paragraph (ii) shall be permitted if, and only if, (x) there
shall not exist or result an Event of Default or an event
which with notice or lapse

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40
of time or both would constitute an Event of Default and (y)
in the case of each transaction referred to in this paragraph
(ii) involving the Borrower or any of its Subsidiaries, such
transaction could not reasonably be expected to impair
materially the ability of the Borrower to perform its
obligations hereunder and under the Notes and the Borrower
shall continue to exist;

(iii) the Borrower and its Subsidiaries from
selling, leasing or otherwise transferring their respective
gathering assets and other production area facilities, or the
stock of any Person substantially all of the assets of which
are gathering assets and other production area facilities, to
TWC or to any Subsidiary of TWC for consideration that is not
materially less than the net book value of such assets and
facilities; provided, however, that transactions under this
paragraph (iii) shall be permitted if, and only if, there
shall not exist or such transaction shall not result in an
Event of Default or an event which with notice or lapse of
time or both would constitute an Event of Default;

(iv) any sale and lease-back of cushion gas by the
Borrower or any of its Subsidiaries or any sale and lease-back
of inventory by WPL or any of its Subsidiaries (other than the
Borrower);

(v) sales of receivables of any kind; or

(vi) any sale, lease or other transfer of any
stock or assets of Transco Energy Company and its
Subsidiaries; provided, however, that transactions under this
paragraph (vi) shall be permitted if, and only if, prior to
the time of such transaction Transco Energy Company and its
Subsidiaries shall have transferred to TWC all of their
respective interests in TGPL and TGT and shall not have
reacquired any such interest and there shall not exist or
result an Event of Default or an event which with notice or
lapse of time or both would constitute an Event of Default.

(d) Agreements to Restrict Dividends and Certain
Transfers. Enter into or suffer to exist, or permit any of its
Subsidiaries to enter into or suffer to exist, any consensual
encumbrance or restriction on the ability of any Subsidiary of the
Borrower (i) to pay, directly or indirectly, dividends or make any
other distributions in respect of its capital stock or pay any Debt or
other obligation owed to the Borrower or to any Subsidiary of the
Borrower; or (ii) to make loans or advances to the Borrower or any
Subsidiary of the Borrower, except (1) encumbrances and restrictions
on any immaterial Subsidiary of the Borrower (other than WNG and WFS),
(2) those encumbrances and restrictions existing on the date hereof
and described in Exhibit E, (3) other encumbrances and restrictions
now or hereafter existing of the Borrower or any of its Subsidiaries
that are not more restrictive in any material respect than the
encumbrances and restrictions with respect to the Borrower or its
Subsidiaries described in Exhibit E, and (4) any encumbrances and
restrictions created

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41
in connection with any sale and lease-back of cushion gas by the
Borrower or any Subsidiary of the Borrower or any sale and lease-back
of inventory by WPL or any of its Subsidiaries (other than the
Borrower).

(e) Loans and Advances. Borrow or otherwise receive or
permit to remain outstanding any loan or advance from TWC, or own,
purchase or acquire any obligations or debt securities of, any
Subsidiary of TWC, except that the Borrower and its Subsidiaries may
borrow or otherwise receive loans and advances from TWC, if each such
loan or advance (excluding loans and advances to a Subsidiary of TWC
if the aggregate principal amount of all such excluded loans and
advances to such Subsidiary does not exceed $100,000) is evidenced by
a written instrument duly executed by the Subsidiary of TWC to which
such loan or advance is made, bears interest at TWC's or such
Subsidiary's market rate of interest and matures on or before the
Termination Date.

(f) Maintenance of Ownership of Certain Subsidiaries.
Sell, issue or otherwise dispose of, or create, assume, incur or
suffer to exist any Lien on or in respect of, or permit any of its
Subsidiaries to sell, issue or otherwise dispose of or create, assume,
incur or suffer to exist any Lien on or in respect of, any shares of
or any interest in any shares of the capital stock of or interest in
(1) the Borrower, WNG, WFS, WPL, TGPL, TGT, NWP, or WilTel or any of
their respective material Subsidiaries or (2) any Subsidiary of TWC at
the time it owns any shares of or any interest in any shares of the
capital stock of the Borrower, WNG, WFS, WPL, TGPL, TGT or NWP or any
of their respective material Subsidiaries; provided, however, that,
this Section 5.02(f) shall not prohibit the sale or other disposition
of the stock of any Subsidiary of TWC to TWC or any Wholly-Owned
Subsidiary of TWC if, but only if, (x) there shall not exist or result
an Event of Default or an event which with notice or lapse of time or
both would constitute an Event of Default and (y) in the case of each
sale or other disposition referred to in this proviso involving the
Borrower or any of its Subsidiaries, such sale or other disposition
could not reasonably be expected to impair materially the ability of
the Borrower to perform its obligations hereunder and under the Notes
and the Borrower shall continue to exist.

(g) Compliance with ERISA. (i) Terminate, or permit any
ERISA Affiliate to terminate, any Plan so as to result in any
liability of the Borrower or any ERISA Affiliate to the PBGC in excess
of $5,000,000, or (ii) permit to exist any occurrence of any
Termination Event with respect to a Plan for which there is an
Insufficiency in excess of $5,000,000.

(h) Transactions with Related Parties. Make any sale to,
make any purchase from, extend credit to, make payment for services
rendered by, or enter into any other transaction with, or permit any
material Subsidiary of the Borrower to make any sale to, make any
purchase from, extend credit to, make payment for services rendered
by, or enter into any other transaction with, any Related Party of the
Borrower or of such Subsidiary

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42
unless as a whole such sales, purchases, extensions of credit,
rendition of services and other transactions are (at the time such
sale, purchase, extension of credit, rendition of services or other
transaction is entered into) on terms and conditions reasonably fair
in all material respects to the Borrower or such Subsidiary in the
good faith judgment of the Borrower.

(i) Guarantees. Guarantee or otherwise become
contingently liable for, or permit any of its Subsidiaries to
guarantee or otherwise become contingently liable for, Debt of any
Subsidiary of TWC (other than Xxxxxxxx Energy Company and any
Subsidiary of Xxxxxxxx Energy Company that is not the Borrower) while
an Event of Default is continuing.

(j) Sale and Lease-Back Transactions. Enter into, or
permit any of its Subsidiaries to enter into, any Sale and Lease-Back
Transaction, if after giving effect thereto the Borrower would not be
permitted to incur at least $1.00 of additional Debt secured by a Lien
permitted by paragraph (z) of Schedule III.

(k) Use of Proceeds. Use any proceeds of any Advance for
any purpose other than general corporate purposes (including, without
limitation, working capital and capital expenditures) or use any such
proceeds in any manner which violates or results in a violation of
law; provided, however that no proceeds of any Advance will be used to
acquire any equity security of a class which is registered pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended, (other
than any purchase of common stock of any corporation, if such purchase
is not subject to Sections 13 and 14 of the Securities Exchange Act of
1934 and is not opposed, resisted or recommended against by such
corporation or its management or directors, provided that the
aggregate amount of common stock of any corporation (other than Apco
Argentina Inc., a Cayman Islands corporation) purchased during any
calendar year shall not exceed 1% of the common stock of such
corporation issued and outstanding at the time of such purchase) or in
any manner which contravenes law, and no proceeds of any Advance will
be used to purchase or carry any margin stock (within the meaning of
Regulation G or Regulation U issued by the Board of Governors of the
Federal Reserve System).

ARTICLE VI

EVENTS OF DEFAULT

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

(a) The Borrower shall fail to pay any principal of any
Note executed by it when the same becomes due and payable, or shall
fail to pay any interest on any such Note

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43
or any fee or other amount to be paid by it hereunder within ten days
after the same becomes due and payable; or

(b) Any certification, representation or warranty made by
the Borrower herein or by the Borrower (or any officer of the
Borrower) in writing under or in connection with any Note or this
Agreement (including, without limitation, representations and
warranties deemed made pursuant to Section 3.02 or 3.03) shall prove
to have been incorrect in any material respect when made or deemed
made; or

(c) The Borrower shall fail to perform or observe (i) any
term, covenant or agreement contained in Section 5.01(b) on its part
to be performed or observed and such failure shall continue for five
Business Days after the earlier of the date notice thereof shall have
been given to the Borrower by the Agent or any Bank or the date the
Borrower shall have knowledge of such failure, or (ii) any term,
covenant or agreement contained in this Agreement (other than a term,
covenant or agreement contained in Section 5.01(b)) or any Note on its
part to be performed or observed; or

(d) The Borrower or any Subsidiary of the Borrower shall
fail to pay any principal of or premium or interest on any Debt which
is outstanding in a principal amount of at least $60,000,000 in the
aggregate (excluding Debt evidenced by the Notes) of the Borrower or
such Subsidiary (as the case may be), when the same becomes due and
payable (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise), and such failure shall continue
after the applicable grace period, if any, specified in the agreement
or instrument relating to such Debt; or any other event shall occur or
condition shall exist under any agreement or instrument relating to
any such Debt and shall continue after the applicable grace period, if
any, specified in such agreement or instrument, if the effect of such
event or condition is to accelerate, or to permit the acceleration of,
the maturity of such Debt; or any such Debt shall be declared to be
due and payable, or required to be prepaid (other than by a regularly
scheduled required prepayment or as required pursuant to an illegality
event of the type set forth in Section 2.12), prior to the stated
maturity thereof; provided, however, that the provisions of this
Section 6.01(d) shall not apply to any Non-Recourse Debt of any
Subsidiary of the Borrower; or

(e) The Borrower or any material Subsidiary of the
Borrower shall generally not pay its debts as such debts become due,
or shall admit in writing its inability to pay its debts generally, or
shall make a general assignment for the benefit of creditors; or any
proceeding shall be instituted by or against the Borrower or any
material Subsidiary of the Borrower seeking to adjudicate it a
bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the
entry of an order for relief or the appointment of a receiver,
trustee, or other similar official for it or for any substantial part
of its property and, in the case of any such

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proceeding instituted against it (but not instituted by it), shall
remain undismissed or unstayed for a period of 30 days; or the
Borrower or any material Subsidiary of the Borrower shall take any
action to authorize any of the actions set forth above in this
subsection (e); or

(f) Any judgment or order for the payment of money in
excess of $60,000,000 shall be rendered against the Borrower or any
material Subsidiary of the Borrower and remain unsatisfied and either
(i) enforcement proceedings shall have been commenced by any creditor
upon such judgment or order or (ii) there shall be any period of 30
consecutive days during which a stay of enforcement of such judgment
or order, by reason of a pending appeal or otherwise, shall not be in
effect; or

(g) Any Termination Event with respect to a Plan shall
have occurred and, 30 days after notice thereof shall have been given
to the Borrower by the Agent, (i) such Termination Event shall still
exist and (ii) the sum (determined as of the date of occurrence of
such Termination Event) of the Insufficiency of such Plan and the
Insufficiency of any and all other Plans with respect to which a
Termination Event shall have occurred and then exist (or in the case
of a Plan with respect to which a Termination Event described in
clause (ii) of the definition of Termination Event shall have occurred
and then exist, the liability related thereto) is equal to or greater
than $5,000,000; or

(h) The Borrower or any ERISA Affiliate shall have been
notified by the sponsor of a Multiemployer Plan that it has incurred
Withdrawal Liability to such Multiemployer Plan in an amount which,
when aggregated with all other amounts required to be paid to
Multiemployer Plans in connection with Withdrawal Liabilities
(determined as of the date of such notification), exceeds $15,000,000
in the aggregate or requires payments exceeding $10,000,000 per annum;
or

(i) The Borrower or any ERISA Affiliate shall have been
notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganization or is being terminated, within
the meaning of Title IV of ERISA, if as a result of such
reorganization or termination the aggregate annual contributions of
the Borrower and the ERISA Affiliates to all Multiemployer Plans which
are then in reorganization or being terminated have been or will be
increased over the amounts contributed to such Multiemployer Plans for
the respective plan years which include the date hereof by an amount
exceeding $5,000,000;

then, and in any such event, the Agent (i) shall at the request, or may with
the consent, of the holders of at least 66-2/3% in principal amount of the A
Notes then outstanding or, if no A Notes are then outstanding, Banks having at
least 66-2/3% of the Commitments, by notice to the Borrower, declare all of the
Commitments and the obligation of each Bank to make Advances to be terminated,
whereupon all of the Commitments and each such obligation shall forthwith
terminate, and (ii) shall at the request, or may with the consent, of the
holders of at least 66-2/3% in principal amount of the

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A Notes then outstanding or if no A Notes are then outstanding, Banks having at
least 66-2/3% of the Commitments, or, if no A Notes are then outstanding and
all Commitments have terminated, the holders of at least 66-2/3% in principal
amount of the B Notes then outstanding, by notice to the Borrower, declare the
Notes, all interest thereon and all other amounts payable by the Borrower under
this Agreement to be forthwith due and payable, whereupon such Notes, such
interest and all such amounts shall become and be forthwith due and payable,
without requirement of any presentment, demand, protest, notice of intent to
accelerate, further notice of acceleration or other further notice of any kind
(other than the notice expressly provided for above), all of which are hereby
expressly waived by the Borrower; provided, however, that in the event of any
Event of Default described in Section 6.01(e), (A) the obligation of each Bank
to make Advances shall automatically be terminated and (B) the Notes, all such
interest and all such amounts shall automatically become and be due and
payable, without presentment, demand, protest, notice of intent to accelerate,
notice of acceleration or any other notice of any kind, all of which are hereby
expressly waived by the Borrower.

ARTICLE VII

THE AGENT

Section 7.01. Authorization and Action. Each Bank hereby
appoints and authorizes the Agent to take such action as agent on its behalf
and to exercise such powers under this Agreement as are delegated to the Agent
by the terms hereof, together with such powers as are reasonably incidental
thereto. As to any matters not expressly provided for by this Agreement
(including, without limitation, enforcement or collection of the Notes), the
Agent shall not be required to exercise any discretion or take any action, but
shall be required to act or to refrain from acting (and shall be fully
protected in so acting or refraining from acting) upon the instructions of
holders of at least 66-2/3% in principal amount of the A Notes then outstanding
or, if no A Notes are then outstanding, Banks having at least 66-2/3% of the
Commitments (or, if no A Notes are then outstanding and all Commitments have
terminated, upon the instructions of holders of at least 66-2/3% in principal
amount of the B Notes then outstanding), and such instructions shall be binding
upon all Banks and all holders of Notes; provided, however, that the Agent
shall not be required to take any action which exposes the Agent to personal
liability or which is contrary to any Note, this Agreement or applicable law.
The Agent agrees to give to each Bank prompt notice of each notice given to it
by the Borrower pursuant to the terms of this Agreement.

Section 7.02. Agent's Reliance, Etc. Neither the Agent nor
any of its directors, officers, agents or employees shall be liable for any
action taken or omitted to be taken by it or them under or in connection with
any Note or this Agreement, except for its or their own gross negligence or
willful misconduct. Without limitation of the generality of the foregoing, the
Agent: (i) may treat the payee of any Note as the holder thereof until the
Agent receives and accepts a Transfer Agreement executed by the Borrower, the
Bank which is the payee of such Note, as assignor, and the assignee in
accordance with the last sentence of Section 8.06(a); (ii) may consult with
legal counsel

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(including counsel for the Borrower), independent public accountants and other
experts selected by it and shall not be liable for any action taken or omitted
to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; (iii) makes no warranty or representation to any Bank
and shall not be responsible to any Bank for any statements, warranties or
representations (whether written or oral) made in or in connection with any
Note or this Agreement; (iv) shall not have any duty to ascertain or to inquire
as to the performance or observance of any of the terms, covenants or
conditions of any Note or this Agreement on the part of the Borrower or to
inspect the property (including the books and records) of the Borrower; (v)
shall not be responsible to any Bank for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of any Note or this Agreement
or any other instrument or document furnished pursuant hereto; and (vi) shall
incur no liability under or in respect of any Note or this Agreement by acting
upon any notice, consent, certificate or other instrument or writing (which may
be by telecopier, telegram, cable or telex) believed by it to be genuine and
signed or sent by the proper party or parties.

Section 7.03. Citibank and Affiliates. With respect to its
Commitments, the Advances made by it and the Notes issued to it, Citibank shall
have the same rights and powers under any Note and this Agreement as any other
Bank and may exercise the same as though it was not the Agent; and the term
"Bank" or "Banks" shall, unless otherwise expressly indicated, include Citibank
in its individual capacity. Citibank and its affiliates may accept deposits
from, lend money to, act as trustee under indentures of, and generally engage
in any kind of business with, the Borrower, any Subsidiary of the Borrower, any
Person who may do business with or own, directly or indirectly, securities of
the Borrower or any such Subsidiary and any other Person, all as if Citibank
were not the Agent and without any duty to account therefor to the Banks.

Section 7.04. Bank Credit Decision. Each Bank acknowledges
that it has, independently and without reliance upon the Agent or any other
Bank and based on the financial statements referred to in Section 4.01(e) and
such other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Bank also
acknowledges that it will, independently and without reliance upon the Agent or
any other Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under any Note or this Agreement.

Section 7.05. Indemnification. The Banks agree to indemnify
the Agent (to the extent not reimbursed by the Borrower), ratably according to
the respective principal amounts of the A Notes then held by each of them (or
if no A Notes are at the time outstanding or if any A Notes are held by Persons
which are not Banks, ratably according to either (i) the respective amounts of
their Commitments, or (ii) if all Commitments have terminated, the respective
amounts of the Commitments immediately prior to the time the Commitments
terminated), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever which may be imposed on, incurred by, or
asserted against the Agent in any way relating to or arising out of any Note or
this Agreement or any action taken or omitted by the Agent under any Note or
this Agreement, provided that no Bank shall be

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liable to the Agent for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Agent's gross negligence or willful misconduct. Without
limitation of the foregoing, each Bank agrees to reimburse the Agent promptly
upon demand for its ratable share of any out-of-pocket expenses (including
counsel fees) incurred by the Agent in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, any Note or this
Agreement to the extent that the Agent is not reimbursed for such expenses by
the Borrower.

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

Section 7.07. Liability of Co-Agents. No Co-Agent, in its
capacity as Co-Agent hereunder, shall have any duty or liability hereunder.

ARTICLE VIII

MISCELLANEOUS

Section 8.01. Amendments, Etc. No amendment or waiver of any
provision of any Note or this Agreement, nor consent to any departure by the
Borrower therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Majority Banks, and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided, however, that no amendment, waiver or consent shall,
unless in writing and signed by all the Banks, do any of the following: (a)
waive any of the conditions specified in Article III, (b) increase the
Commitments of the Banks or subject the Banks to any additional obligations,
(c) reduce the principal of, or interest on, the Notes or any fees or other
amounts payable hereunder,

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(d) postpone any date fixed for any payment of principal of, or interest on,
the Notes or any fees or other amounts payable hereunder, (e) take any action
which requires the signing of all the Banks pursuant to the terms of this
Agreement, (f) change the percentage of the Commitments or of the aggregate
unpaid principal amount of the A Notes or B Notes, or the number of Banks,
which shall be required for the Banks or any of them to take any action under
this Agreement, or (g) amend this Section 8.01; and provided, further, that no
amendment, waiver or consent shall, unless in writing and signed by the Agent
in addition to the Banks required above to take such action, affect the rights
or duties of the Agent under any Note or this Agreement.

Section 8.02. Notices, Etc. All notices and other
communications provided for hereunder shall be in writing (including telecopy,
telegraphic, telex or cable communication) and mailed, telecopied, telegraphed,
telexed, cabled or delivered, if to any Bank, as specified opposite its name on
Schedule I hereto or specified pursuant to Section 8.06(a); if to the Borrower,
as specified opposite its name on Schedule II hereto; and if to Citibank, as
Agent, to its address at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
(telecopier number: (000) 000-0000), Attention: Xxxx Xxxx, with a copy to
Citicorp North America, Inc., 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx
00000 (telecopier number: (000) 000-0000; telex number 127001 (Attn: Route Code
HOUAA)), Attention: The Xxxxxxxx Companies, Inc. Account Officer; or, as to
the Borrower or the Agent, at such other address as shall be designated by such
party in a written notice to the other parties and, as to each other party, at
such other address as shall be designated by such party in a written notice to
the Borrower and the Agent. All such notices and communications shall, when
mailed, telecopied, telegraphed, telexed or cabled, be effective when received
in the mail, sent by telecopier to any party to the telecopier number as set
forth herein or on Schedule I or Schedule II or specified pursuant to Section
8.06(a) (or other telecopy number specified by such party in a written notice
to the other parties hereto), delivered to the telegraph company, telexed to
any party to the telex number set forth herein or on Schedule I or Schedule II
or specified pursuant to Section 8.06(a) (or other telex number designated by
such party in a written notice to the other parties hereto), confirmed by telex
answerback, or delivered to the cable company, respectively, except that
notices and communications to the Agent shall not be effective until received
by the Agent.

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

Section 8.04. Costs, Expenses and Taxes. (a)(i) The Borrower
agrees to pay on demand all reasonable out-of-pocket costs and expenses of the
Arranger and the Agent in connection with the preparation, execution, delivery,
administration, modification and amendment of this Agreement, the Notes and the
other documents to be delivered under this Agreement, including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel for the
Agent with respect thereto and with respect to advising the Agent as to its
rights and responsibilities under any

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Note and this Agreement, and (ii) the Borrower agrees to pay on demand all
costs and expenses, if any (including, without limitation, reasonable counsel
fees and expenses, which may include allocated costs of in-house counsel), of
the Agent and each Bank in connection with the enforcement (whether through
negotiations, legal proceedings or otherwise) against the Borrower of any Note
of the Borrower or this Agreement and the other documents to be delivered by
the Borrower under this Agreement.

(b) If any payment (or purchase pursuant to Section
2.11(c) or Section 8.06(b)) of principal of, or Conversion of, any Eurodollar
Rate Advance or B Advance made to the Borrower is made other than on the last
day of an Interest Period relating to such Advance (or in the case of a B
Advance, other than on the original scheduled maturity date thereof), as a
result of a payment pursuant to Section 2.10 or 2.12 or acceleration of the
maturity of the Notes pursuant to Section 6.01 or for any other reason or as a
result of any such purchase or any Conversion, the Borrower shall, upon demand
by any Bank (with a copy of such demand to the Agent), pay to the Agent for the
account of such Bank any amounts required to compensate such Bank for any
additional losses, costs or expenses which it may reasonably incur as a result
of any such payment, purchase or Conversion, including, without limitation, any
loss, cost or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by such Bank to fund or maintain such Advance.

(c) The Borrower agrees, to the fullest extent permitted
by law, to indemnify and hold harmless the Agent, the Arranger and each Bank
and each of their respective directors, officers, employees and agents from and
against any and all claims, damages, liabilities and out-of-pocket expenses
(including, without limitation, reasonable fees and disbursements of counsel)
for which any of them may become liable or which may be incurred by or asserted
against the Agent, the Arranger or such Bank or any such director, officer,
employee or agent (other than by another Bank or any successor or assign of
another Bank), in each case in connection with or arising out of or by reason
of any investigation, litigation, or proceeding, whether or not the Agent, the
Arranger or such Bank or any such director, officer, employee or agent is a
party thereto, arising out of, related to or in connection with this Agreement
or the Notes or any transaction in which any proceeds of all or any part of the
Advances are applied (other than any such claim, damage, liability or expense
to the extent attributable to the gross negligence or willful misconduct of, or
violation of any law or regulation by, either the party seeking indemnity under
this Section 8.04(c) or any of its directors, officers, employees or agents).

Section 8.05. Right of Set-off. Upon (i) the occurrence and
during the continuance of any Event of Default and (ii) the making of the
request or the granting of the consent specified by Section 6.01 to authorize
the Agent to declare the Notes due and payable pursuant to the provisions of
Section 6.01, each Bank is hereby authorized at any time and from time to time,
to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Bank to or for the credit
or the account of the Borrower against any and all of the obligations of the
Borrower now or hereafter existing under this Agreement and the Notes held by
such Bank, irrespective of

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whether or not such Bank shall have made any demand under this Agreement or
such Notes and although such obligations may be unmatured. Each Bank agrees
promptly to notify the Borrower after such set-off and application made by such
Bank, provided that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of each Bank under this
Section are in addition to other rights and remedies (including, without
limitation, other rights of set-off) which such Bank may have.

Section 8.06. Binding Effect; Transfers. (a) This Agreement
shall become effective when it shall have been executed by the Borrower and the
Agent and when each Bank listed on the signature pages hereof has delivered an
executed counterpart hereof to the Agent, has sent to the Agent a facsimile
copy of its signature hereon or has notified the Agent that such Bank has
executed this Agreement and thereafter shall be binding upon and inure to the
benefit of the Borrower, the Agent and each Bank and their respective
successors and assigns, except that the Borrower shall not have the right to
assign any of its rights hereunder or any interest herein without the prior
written consent of all of the Banks. Each Bank may assign to one or more
banks, financial institutions or government entities all or any part of, or may
grant participations to one or more banks, financial institutions or government
entities in or to all or any part of, any Advance or Advances owing to such
Bank, any Note or Notes held by such Bank and all or any portion of such Bank's
Commitments, and to the extent of any such assignment or participation (unless
otherwise stated therein) the assignee or purchaser of such assignment or
participation shall, to the fullest extent permitted by law, have the same
rights and benefits hereunder and under such Note or Notes as it would have if
it were such Bank hereunder, provided that, except in the case of an assignment
meeting the requirements of the next sentence hereof, (1) such Bank's
obligations under this Agreement, including, without limitation, its Commitment
hereunder, shall remain unchanged, such Bank shall remain responsible for the
performance thereof, such Bank shall remain the holder of any such Note or
Notes for all purposes under this Agreement, and the Borrower, the other Banks
and the Agent shall continue to deal solely with and directly with such Bank in
connection with such Bank's rights and obligations under this Agreement; and
(2) no Bank shall assign or grant a participation that conveys to the assignee
or participant the right to vote or consent under this Agreement, other than
the right to vote upon or consent to (i) any increase in the amount of any
Commitment of such Bank; (ii) any reduction of the principal amount of, or
interest to be paid on, such Bank's Advance or Advances or Note or Notes; (iii)
any reduction of any fee or other amount payable hereunder to such Bank; or
(iv) any postponement of any date fixed for any payment of principal of, or
interest on, such Bank's Advance or Advances or Note or Notes or any fee or
other amount payable hereunder to such Bank.

If (I) the assignee of any Bank either (1) is another Bank or is an
affiliate of a Bank or (2) is approved in writing by the Agent and the Borrower
or (3) is approved in writing by the Agent and either an Event of Default
exists or the Borrower has relinquished the right to approve the assignment
pursuant to Section 8.06(b), and (II) such assignee assumes all or any portion
(which portion shall be a constant, and not a varying, percentage, and the
amount of the Commitment assigned, whether all or a portion, shall be in a
minimum amount of $5,000,000 or such lesser amount as may be approved in
writing by the Agent and the Borrower for such assignment) of the Commitment of
such

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assigning Bank by executing a document in the form of Exhibit F (or with such
changes thereto as have been approved in writing by the Agent in its sole
discretion as evidenced by its execution thereof) duly executed by the Agent,
the Borrower (unless an Event of Default exists or the Borrower has
relinquished the right to approve the assignment pursuant to Section 8.06(b)),
such assigning Bank and such assignee and delivered to the Agent ("Transfer
Agreement"), then upon such delivery, (i) such assigning Bank shall be released
from its obligations under this Agreement with respect to all or such portion,
as the case may be, of its Commitments, (ii) such assignee shall become
obligated for all or such portion, as the case may be, of such Commitments and
all other obligations of such assigning Bank hereunder with respect to or
arising as a result of all or such portion, as the case may be, of such
Commitments, (iii) such assignee shall be assigned the right to vote or consent
under this Agreement, to the extent of all or such portion, as the case may be,
of such Commitments, (iv) the Borrower shall deliver, in replacement of the A
Note of the Borrower to such assigning Bank then outstanding (a) to such
assignee, a new A Note of the Borrower in the amount of the Commitment of such
assigning Bank which is being so assumed by such assignee plus, in the case of
any assignee which is already a Bank hereunder, the amount of such assignee's
Commitment immediately prior to such assignment (any such assignee which is
already a Bank hereunder agrees to cancel and return to the Borrower, with
reasonable promptness following the delivery of such new A Note, the A Note
being replaced thereby), (b) to such assigning Bank, a new A Note in the amount
of the balance, if any, of the Commitment of such assigning Bank to the
Borrower (without giving effect to any B Reduction) retained by such assigning
Bank (and such assigning Bank agrees to cancel and return to the Borrower, with
reasonable promptness following delivery of such new A Notes, the A Note being
replaced thereby), and (c) to the Agent, photocopies of such new A Notes, (v)
if such assignment is of all of such assigning Bank's Commitment, all of the
outstanding A Advances made by such assigning Bank shall be transferred to such
assignee, (vi) if such assignment is not of all of such Commitments, a part of
each A Advance to the Borrower equal to the amount of such Advance multiplied
by a fraction, the numerator of which is the amount of such portion of such
assigning Bank's Commitment so assumed and the denominator of which is the
amount of the Commitment of such assigning Bank (without giving effect to any B
Reduction) immediately prior to such assumption, shall be transferred to such
assignee and evidenced by such assignee's A Note from the Borrower, and the
balance of such A Advance shall be evidenced by such assigning Bank's new A
Note from the Borrower delivered pursuant to clause (iv)(b) of this sentence,
(vii) if such assignee is not a "Bank" hereunder prior to such assignment, such
assignee shall become a party to this Agreement as a Bank and shall be deemed
to be a "Bank" hereunder, and the amount of all or such portion, as the case
may be, of the Commitment so assumed shall be deemed to be the amount set
opposite such assigning Bank's name on Schedule IV for purposes of this
Agreement, and (viii) if such assignee is not a Bank hereunder prior to such
assignment, such assignee shall be deemed to have specified the offices of such
assignee named in the respective Transfer Agreement as its "Domestic Lending
Office" and "Eurodollar Lending Office" for all purposes of this Agreement and
to have specified for purposes of Section 8.02 the notice information set forth
in such Transfer Agreement; and the Agent shall promptly after execution of any
Transfer Agreement by the Agent and the other parties thereto notify the Banks
of the parties to such Transfer Agreement and the amounts of the assigning
Bank's Commitment assumed thereby.

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(b) If the Borrower does not consent to a proposed assignment by a
Bank pursuant to the last sentence of Section 8.06(a), the Borrower may, within
15 days of its receipt of a request that it consent to such assignment nominate
by notice to the Agent and such Bank a bank which, if it is not a Bank, is
acceptable to the Agent, and which unconditionally offers in writing (with a
copy to the Agent) to purchase and assume, to the extent of the amount of such
proposed assignment, in accordance with all of the provisions of the last
sentence of Section 8.06(a) (including execution of an appropriate Transfer
Agreement), all of such Bank's rights and obligations (including, without
limitation, its Commitment) hereunder and interest in the Advances owing to
such Bank and the Notes held by such Bank without recourse at par plus interest
accrued thereon to the date of such purchase on a date therein specified (not
less than three nor greater than five Business Days after such nomination).
Such Bank at its option may elect to accept or not accept such purchase offer.
If a Bank accepts such an offer and the bank first nominated by the Borrower
pursuant to this Section 8.06(b) fails to purchase such rights and interest on
such specified date in accordance with the terms of such offer, the Borrower
may, within 15 days of such failure, repeat the process contemplated by the
first sentence of this Section 8.06(b) by nominating another bank for purposes
of this Section 8.06(b) by notice to the Agent and such Bank. If the Borrower
does not so nominate such a bank within 15 days of its receipt of such request
that it consent to such assignment or if the Borrower fails to nominate another
bank following such a failure to purchase or if such second nominated bank
fails to purchase in accordance with the terms of an offer complying with the
first sentence of this Section 8.06(b), the Borrower shall be deemed to have
relinquished its right to consent to such assignment. If such Bank elects to
not accept such a purchase offer under this Section 8.06(b) as to a particular
proposed assignment, the Borrower shall not be deemed to have relinquished its
right to consent to such assignment.

(c) The Borrower agrees to promptly execute the Transfer Agreement
pertaining to any assignment as to which approval by the Borrower of the
assignee is not required by clause (I) of the last sentence of Section 8.06(a).

(d) Any Bank may assign, as collateral or otherwise, any of its
rights (including, without limitation, rights to payments of principal of
and/or interest on the Notes) under this Agreement or any of the Notes to any
Federal Reserve Bank without notice to or consent of the Borrower or the Agent.

Section 8.07. Governing Law. This Agreement and the Notes
shall be governed by, and construed in accordance with, the laws of the State
of New York.

Section 8.08. Interest. It is the intention of the parties
hereto that the Agent and each Bank shall conform strictly to usury laws
applicable to it, if any. Accordingly, if the transactions with the Agent or
any Bank contemplated hereby would be usurious under applicable law, then, in
that event, notwithstanding anything to the contrary in the Notes, this
Agreement or any other agreement entered into in connection with or as security
for this Agreement or the Notes, it is agreed as follows: (i) the aggregate of
all consideration which constitutes interest under applicable law that

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is contracted for, taken, reserved, charged or received by the Agent or such
Bank, as the case may be, under the Notes, this Agreement or under any other
agreement entered into in connection with or as security for this Agreement or
the Notes shall under no circumstances exceed the maximum amount allowed by
such applicable law and any excess shall be cancelled automatically and, if
theretofore paid, shall at the option of the Agent or such Bank, as the case
may be, be credited by the Agent or such Bank, as the case may be, on the
principal amount of the obligations owed to the Agent or such Bank, as the case
may be, by the Borrower or refunded by the Agent or such Bank, as the case may
be, to the Borrower, and (ii) in the event that the maturity of any Note or
other obligation payable to the Agent or such Bank, as the case may be, is
accelerated or in the event of any required or permitted prepayment, then such
consideration that constitutes interest under law applicable to the Agent or
such Bank, as the case may be, may never include more than the maximum amount
allowed by such applicable law and excess interest, if any, to the Agent or
such Bank, as the case may be, provided for in this Agreement or otherwise
shall be cancelled automatically as of the date of such acceleration or
prepayment and, if theretofore paid, shall, at the option of the Agent or such
Bank, as the case may be, be credited by the Agent or such Bank, as the case
may be, on the principal amount of the obligations owed to the Agent or such
Bank, as the case may be, by the Borrower or refunded by the Agent or such
Bank, as the case may be, to the Borrower.

Section 8.09. Execution in Counterparts. This Agreement may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.

Section 8.10. Survival of Agreements, Representations and
Warranties, Etc. All warranties, representations and covenants made by the
Borrower or any officer of the Borrower herein or in any certificate or other
document delivered in connection with this Agreement shall be considered to
have been relied upon by the Banks and shall survive the issuance and delivery
of the Notes and the making of the Advances regardless of any investigation.
The indemnities and other payment obligations of the Borrower contained in this
Agreement, and the indemnities by the Banks in favor of the Agent and its
officers, directors, employees and agents, will survive the repayment of the
Advances and the termination of this Agreement.

Section 8.11. Borrower's Right to Apply Deposits. In the
event that any Bank is placed in receivership or enters a similar proceeding,
the Borrower may, to the full extent permitted by law, make any payment due to
such Bank hereunder, to the extent of finally collected unrestricted deposits
of the Borrower in U.S. dollars held by such Bank, by giving notice to the
Agent and such Bank directing such Bank to apply such deposits to such
indebtedness. If the amount of such deposits is insufficient to pay such
indebtedness then due and owing in full, the Borrower shall pay the balance of
such insufficiency in accordance with this Agreement.

Section 8.12. Confidentiality. Each Bank agrees that it will
use best efforts, to the extent not inconsistent with practical business
requirements, not to disclose without the prior consent

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of the Borrower (other than to employees, auditors, accountants, counsel or
other professional advisors of the Agent or any Bank) any information with
respect to the Borrower or its Subsidiaries which is furnished pursuant to this
Agreement and which (i) the Borrower in good faith considers to be confidential
and (ii) is either clearly marked confidential or is designated by the Borrower
to the Agent or the Banks in writing as confidential, provided that any Bank
may disclose any such information (a) as has become generally available to the
public, (b) as may be required or appropriate in any report, statement or
testimony submitted to or required by any municipal, state or Federal
regulatory body having or claiming to have jurisdiction over such Bank or
submitted to or required by the Board of Governors of the Federal Reserve
System or the Federal Deposit Insurance Corporation or similar organizations
(whether in the United States or elsewhere) or their successors, (c) as may be
required or appropriate in response to any summons or subpoena in connection
with any litigation, (d) in order to comply with any law, order, regulation or
ruling applicable to such Bank, (e) to the prospective transferee in connection
with any contemplated transfer of any of the Notes or any interest therein by
such Bank, provided that such prospective transferee executes an agreement with
or for the benefit of the Borrower containing provisions substantially
identical to those contained in this Section 8.12, and provided further that if
the contemplated transfer is a grant of a participation in a Note (and not an
assignment), no such information shall be authorized to be delivered to such
participant pursuant to this clause (e) except (i) such information delivered
pursuant to Section 4.01(e) or Section 5.01(b) (other than paragraph (iv)
thereof), and (ii) if prior notice of the delivery thereof is given to the
Borrower, such information as may be required by law or regulation to be
delivered, (f) in connection with the exercise of any remedy by such Bank
pertaining to this Agreement, any of the Notes or any other document delivered
in connection herewith, (g) in connection with any litigation involving such
Bank pertaining to this Agreement, any of the Notes or any other document
delivered in connection herewith, (h) to any Bank or the Agent, or (i) to any
affiliate of any Bank, provided that such affiliate executes an agreement with
or for the benefit of the Borrower containing provisions substantially
identical to those contained in this Section 8.12.

Section 8.13. WAIVER OF JURY TRIAL. THE BORROWER, THE AGENT,
AND THE BANKS HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY NOTE OR
ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

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

BORROWER:

XXXXXXXX HOLDINGS OF DELAWARE, INC.

By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------

AGENT:

CITIBANK, N.A., as Agent

By:
----------------------------------
Authorized officer

BANKS:

CITIBANK, N.A.

By:
----------------------------------
Authorized Officer

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION

By:
----------------------------------
Authorized Officer

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THE CHASE MANHATTAN BANK

By:
----------------------------------
Authorized Officer

CIBC INC.

By:
----------------------------------
Authorized Officer

CREDIT LYONNAIS NEW YORK BRANCH

By:
----------------------------------
Authorized Officer

THE FIRST NATIONAL BANK OF CHICAGO

By:
----------------------------------
Authorized Officer

BANK OF MONTREAL

By:
----------------------------------
Authorized Officer

THE BANK OF NEW YORK

By:
----------------------------------
Authorized Xxxxxxx

-00-
00
XXX XXXX XX XXXX XXXXXX

By:
----------------------------------
Authorized Officer

BARCLAYS BANK PLC

By:
----------------------------------
Authorized Officer

NATIONSBANK, N.A.

By:
----------------------------------
Authorized Officer

BANKBOSTON, N.A.

By:
----------------------------------
Authorized Officer

THE FUJI BANK, LIMITED,
HOUSTON AGENCY

By:
----------------------------------
Authorized Officer

MELLON BANK, N.A.

By:
----------------------------------
Authorized Officer

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XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK

By:
----------------------------------
Authorized Officer

ROYAL BANK OF CANADA

By:
----------------------------------
Authorized Officer

SOCIETE GENERALE, SOUTHWEST AGENCY

By:
----------------------------------
Authorized Officer

XXXXX FARGO BANK ("TEXAS"), N.A.

By:
----------------------------------
Authorized Officer

BANK OF OKLAHOMA, N.A.

By:
----------------------------------
Authorized Officer

COMMERCE BANK, N.A.

By:
----------------------------------
Authorized Xxxxxxx

-00-
00

XXXXXX XXXXXXXXX XX CREDIT AGRICOLE

By:
----------------------------------
Authorized Officer

UNION BANK OF SWITZERLAND

By:
----------------------------------
Authorized Officer

SUNTRUST BANK, ATLANTA

By:
----------------------------------
Authorized Officer

THE INDUSTRIAL BANK OF JAPAN TRUST
COMPANY

By:
----------------------------------
Authorized Officer

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THE SAKURA BANK, LIMITED

By:
----------------------------------
Authorized Officer

THE BANK OF TOKYO-MITSUBISHI, LTD.,
HOUSTON AGENCY

By:
----------------------------------
Authorized Officer

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1 EXHIBIT 4.3 U.S. $500,000,000 CREDIT AGREEMENT Dated as of July 23, 1997

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