Bank of Nova Scotia ▼

$400,000,000

364-DAY CREDIT AGREEMENT

CHEVRON PHILLIPS CHEMICAL COMPANY LLC,
a Borrower,

CHEVRON PHILLIPS CHEMICAL COMPANY LP,
a Borrower,

BARCLAYS BANK PLC,
Administrative Agent,

THE ROYAL BANK OF SCOTLAND plc,
Syndication Agent,

THE BANK OF NOVA SCOTIA,

THE BANK OF TOKYO-MITSUBISHI LTD.,

and,

SUMITOMO MITSUI BANKING CORPORATION,
Co-Documentation Agents

BARCLAYS CAPITAL,
as Co-Lead Arranger and Book  . . .

364-DAY
CREDIT AGREEMENT

        AGREEMENT dated as of March 1, 2001 among TENET HEALTHCARE CORPORATION, the LENDERS, MANAGING AGENTS and CO-AGENTS party hereto, The Bank of Nova Scotia, Citibank, N.A. and Credit Suisse First Boston, as Documentation Agents, Bank of America, N.A., as Syndication Agent, and JPMorgan Chase Bank, as Administrative Agent.

        The parties hereto agree as follows:

ARTICLE 1
DEFINITIONS

        SECTION 1.01.    Definitions.    The following terms, as used herein, have the following meanings:

        "Absolute Rate Auction" means a solicitation of Money Market Quotes setting forth Money Market Absolute Rates pursuant to Section 2.03.

        "Adjusted London Interbank Offered Rate" has the meaning set forth in Section 2.09(b).

        "Administrative Agent" means JPMorgan Chase Bank, in its capacity as Administrative Agent for the Lenders hereunder, and its successors in such capacity.

        "Administrative Questionnaire" means, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Borrower) duly completed by such Lender.

        "Affiliate" means, with respect to any Person, (i) any Person that directly, or indirectly through one or more intermediaries, controls such Person (a "Controlling Person") or (ii) any Person which is controlled by or is under common control with a Controlling Person. As used herein, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management of a Person by voting securities, by contract or otherwise.

        "Agents" means the Administrative Agent, the Documentation Agents and the Syndication Agent, and "Agent" means any one of them.

        "Aggregate LC Exposure" means at any time the sum, without duplication, of (i) the aggregate amount that is (or may thereafter become) available for drawing under all Letters of Credit outstanding at such time and (ii) the aggregate unpaid amount of all LC Reimbursement Obligations outstanding at such time.

        "Applicable Lending Office" means, with respect to any Lender, (i) in the case of its Base Rate Loans and its participations in Letters of Credit, its Domestic Lending Office, (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of its Money Market Loans, its Money Market Lending Office.

        "Approved Fund" means any Fund that is managed (whether as manager or administrator) by (i) a Lender, (ii) an affiliate of a Lender or (iii) an entity or an affiliate of an entity that administers or manages a Lender.

        "Availability Period" means the period from and including the Closing Date to but excluding the Termination Date.

        "Base Rate" means, for any day, a rate per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of ¹/2 of 1% plus the Federal Funds Rate for such day.

        "Base Rate Borrowing" means a borrowing of Base Rate Loans pursuant to Section 2.01.

        "Base Rate Loan" means a Syndicated Loan which bears interest at the Base Rate (or any higher rate determined pursuant to Section 2.09(a)) pursuant to the applicable Notice of Syndicated Borrowing or Notice of Interest Rate Election or Article 8.

        "Borrower" means Tenet Healthcare Corporation, a Nevada corporation, and its successors.

        "Borrower's Existing Credit Agreement" means the $2,800,000,000 Credit Agreement dated as of January 30, 1997, as amended, among the Borrower and the Lenders, Managing Agents and Co-Agents party thereto, Bank of America, N.A. as Syndication Agent, The Bank of New York and The Bank of Nova Scotia, as Documentation Agents, and Morgan Guaranty Trust Company of New York as Administrative Agent, as in effect immediately before the Closing Date.

        "Borrowing" means a Syndicated Borrowing or a Money Market Borrowing.

        "Closing Date" means the date on which all the conditions set forth in Section 3.01 have been satisfied (or waived in accordance with Section 9.05).

        "Co-Agents" means the Lenders designated as Co-Agents on the signature pages hereof, in their respective capacities as Co-Agents in connection with the credit facility provided hereunder.

        "Commitment" means (i) with respect to any Lender listed on the Commitment Schedule, the amount set forth opposite its name on the Commitment Schedule as its Commitment or (ii) with respect to any Eligible Assignee, the amount of the transferor Lender's Commitment assigned to such Eligible Assignee pursuant to Section 9.06(c), in each case as such amount may be reduced from time to time pursuant to Section 2.12 or changed as result of an assignment pursuant to Section 9.06(c).

        "Commitment Percentage" means, with respect to any Lender at any time, the percentage which the amount of such Lender's Commitment at such time represents of the aggregate amount of all the Lenders' Commitments at such time. At any time after the Commitments shall have terminated, the term "Commitment Percentage" shall refer to a Lender's Commitment Percentage immediately before such termination, adjusted to reflect any subsequent assignments pursuant to Section 9.06(c).

        "Commitment Schedule" means the Commitment Schedule attached hereto.

        "Consolidated EBITDA" means, for any period of four consecutive Fiscal Quarters, the sum of (i) operating income plus (ii) to the extent deducted in determining such operating income, the sum of (x) depreciation and amortization and (y) impairment and other unusual charges (except, for any such period, to the extent that the aggregate amount of such charges that do not constitute Non-Cash Charges reported by the Borrower for all fiscal periods commenced after November 30, 2000 exceeds three percent (3.0%) of the Borrower's consolidated total assets at the end of such four-quarter period), in each case for the Borrower and its Subsidiaries on a consolidated basis and determined (A) on a Pro Forma Basis and (B) in a manner consistent with the determination of the amount of any thereof reported in the consolidated statement of income for the Fiscal Year ended May 31, 2000 included in the Borrower's annual report to shareholders for such Fiscal Year.

        "Consolidated Interest Expense" means, for any period of four consecutive Fiscal Quarters, the consolidated interest expense of the Borrower and its Subsidiaries for such period, determined on a Pro Forma Basis.

        "Consolidated Net Worth" means, at any time, the consolidated stockholders' equity of the Borrower and its Subsidiaries at such time.

        "Consolidated Rental Expense" means, for any period of four consecutive Fiscal Quarters, the consolidated rental expense of the Borrower and its Subsidiaries for such period, determined on a Pro Forma Basis.

        "Consolidated Total Debt" means at any time, without duplication, the sum of (i) the consolidated Debt of the Borrower and its Subsidiaries, minus (ii) the lesser of (x) the outstanding principal amount of the Borrower's 6% Exchangeable Subordinated Notes due 2005 or (y) the sum of (a) the aggregate market value of the shares of common stock of Ventas, Inc. for which such outstanding notes are

364-DAY
CREDIT AGREEMENT

    AGREEMENT dated as of March 1, 2001 among TENET HEALTHCARE CORPORATION, the LENDERS, MANAGING AGENTS and CO-AGENTS party hereto, The Bank of New York, The Bank of Nova Scotia and Salomon Smith Barney Inc., as Documentation Agents, Bank of America, N.A., as Syndication Agent, and Morgan Guaranty Trust Company of New York, as Administrative Agent.

    The parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

    SECTION 1.1. Definitions. The following terms, as used herein, have the following meanings:

    "Absolute Rate Auction" means a solicitation of Money Market Quotes setting forth Money Market Absolute Rates pursuant to Section 2.03.

    "Adjusted London Interbank Offered Rate" has the meaning set forth in Section 2.09(b).

    "Administrative Agent" means Morgan Guaranty Trust Company of New York, in its capacity as Administrative Agent for the Lenders hereunder, and its successors in such capacity.

    "Administrative Questionnaire" means, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Borrower) duly completed by such Lender.

    "Affiliate" means, with respect to any Person, (i) any Person that directly, or indirectly through one or more intermediaries, controls such Person (a)"Controlling Person") or (ii) any Person which is controlled by or is under common control with a Controlling Person. As used herein, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management of a Person by voting securities, by contract or otherwise.

    "Agents" means the Administrative Agent, the Documentation Agents and the Syndication Agent, and "Agent" means any one of them.

    "Aggregate LC Exposure" means at any time the sum, without duplication, of (i) the aggregate amount that is (or may thereafter become) available for drawing under all Letters of Credit outstanding at such time and (ii) the aggregate unpaid amount of all LC Reimbursement Obligations outstanding at such time.

    "Applicable Lending Office" means, with respect to any Lender, (i) in the case of its Base Rate Loans and its participations in Letters of Credit, its Domestic Lending Office, (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of its Money Market Loans, its Money Market Lending Office.

    "Approved Fund" means any Fund that is managed (whether as manager or administrator) by (i) a Lender, (ii) an affiliate of a Lender or (iii) an entity or an affiliate of an entity that administers or manages a Lender.

    "Availability Period" means the period from and including the Closing Date to but excluding the Termination Date.

    "Base Rate" means, for any day, a rate per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of 2 of 1% plus the Federal Funds Rate for such day.

    "Base Rate Borrowing" means a borrowing of Base Rate Loans pursuant to Section 2.01.

    "Base Rate Loan" means a Syndicated Loan which bears interest at the Base Rate (or any higher rate determined pursuant to Section 2.09(a)) pursuant to the applicable Notice of Syndicated Borrowing or Notice of Interest Rate Election or Article 8.

    "Borrower" means Tenet Healthcare Corporation, a Nevada corporation, and its successors.

    "Borrower's Existing Credit Agreement" means the $2,800,000,000 Credit Agreement dated as of January 30, 1997, as amended, among the Borrower and the Lenders, Managing Agents and Co-Agents party thereto, Bank of America, N.A. as Syndication Agent, The Bank of New York and The Bank of Nova Scotia, as Documentation Agents, and Morgan Guaranty Trust Company of New York as Administrative Agent, as in effect immediately before the Closing Date.

    "Borrowing" means a Syndicated Borrowing or a Money Market Borrowing.

    "Closing Date" means the date on which all the conditions set forth in Section 3.01 have been satisfied (or waived in accordance with Section 9.05).

    "Co-Agents" means the Lenders designated as Co-Agents on the signature pages hereof, in their respective capacities as Co-Agents in connection with the credit facility provided hereunder.

    "Commitment" means (i) with respect to any Lender listed on the Commitment Schedule, the amount set forth opposite its name on the Commitment Schedule as its Commitment or (ii) with respect to any Eligible Assignee, the amount of the transferor Lender's Commitment assigned to such Eligible Assignee pursuant to Section 9.06(c), in each case as such amount may be reduced from time to time pursuant to Section 2.12 or changed as result of an assignment pursuant to Section 9.06(c).

    "Commitment Percentage" means, with respect to any Lender at any time, the percentage which the amount of such Lender's Commitment at such time represents of the aggregate amount of all the Lenders' Commitments at such time. At any time after the Commitments shall have terminated, the term "Commitment Percentage" shall refer to a Lender's Commitment Percentage immediately before such termination, adjusted to reflect any subsequent assignments pursuant to Section 9.06(c).

    "Commitment Schedule" means the Commitment Schedule attached hereto.

    "Consolidated EBITDA" means, for any period of four consecutive Fiscal Quarters, the sum of (i) operating income plus (ii) to the extent deducted in determining such operating income, the sum of (x) depreciation and amortization and (y) impairment and other unusual charges (except, for any such period, to the extent that the aggregate amount of such charges that do not constitute Non-Cash Charges reported by the Borrower for all fiscal periods commenced after November 30, 2000 exceeds three percent (3.0%) of the Borrower's consolidated total assets at the end of such four-quarter period), in each case for the Borrower and its Subsidiaries on a consolidated basis and determined (A) on a Pro Forma Basis and (B) in a manner consistent with the determination of the amount of any thereof reported in the consolidated statement of income for the Fiscal Year ended May 31, 2000 included in the Borrower's annual report to shareholders for such Fiscal Year.

    "Consolidated Interest Expense" means, for any period of four consecutive Fiscal Quarters, the consolidated interest expense of the Borrower and its Subsidiaries for such period, determined on a Pro Forma Basis.

    "Consolidated Net Worth" means, at any time, the consolidated stockholders' equity of the Borrower and its Subsidiaries at such time.

    "Consolidated Rental Expense" means, for any period of four consecutive Fiscal Quarters, the consolidated rental expense of the Borrower and its Subsidiaries for such period, determined on a Pro Forma Basis.

364-DAY
CREDIT AGREEMENT

    AGREEMENT dated as of March 1, 2001 among TENET HEALTHCARE CORPORATION, the LENDERS, MANAGING AGENTS and CO-AGENTS party hereto, The Bank of New York, The Bank of Nova Scotia and Salomon Smith Barney Inc., as Documentation Agents, Bank of America, N.A., as Syndication Agent, and Morgan Guaranty Trust Company of New York, as Administrative Agent.

    The parties hereto agree as follows:

ARTICLE 1
DEFINITIONS

    SECTION 1.1. Definitions. The following terms, as used herein, have the following meanings:

    "Absolute Rate Auction" means a solicitation of Money Market Quotes setting forth Money Market Absolute Rates pursuant to Section 2.03.

    "Adjusted London Interbank Offered Rate" has the meaning set forth in Section 2.09(b).

    "Administrative Agent" means Morgan Guaranty Trust Company of New York, in its capacity as Administrative Agent for the Lenders hereunder, and its successors in such capacity.

    "Administrative Questionnaire" means, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Borrower) duly completed by such Lender.

    "Affiliate" means, with respect to any Person, (i) any Person that directly, or indirectly through one or more intermediaries, controls such Person (a "Controlling Person") or (ii) any Person which is controlled by or is under common control with a Controlling Person. As used herein, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management of a Person by voting securities, by contract or otherwise.

    "Agents" means the Administrative Agent, the Documentation Agents and the Syndication Agent, and "Agent" means any one of them.

    "Aggregate LC Exposure" means at any time the sum, without duplication, of (i) the aggregate amount that is (or may thereafter become) available for drawing under all Letters of Credit outstanding at such time and (ii) the aggregate unpaid amount of all LC Reimbursement Obligations outstanding at such time.

    "Applicable Lending Office" means, with respect to any Lender, (i) in the case of its Base Rate Loans and its participations in Letters of Credit, its Domestic Lending Office, (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of its Money Market Loans, its Money Market Lending Office.

    "Approved Fund" means any Fund that is managed (whether as manager or administrator) by (i) a Lender, (ii) an affiliate of a Lender or (iii) an entity or an affiliate of an entity that administers or manages a Lender.

    "Availability Period" means the period from and including the Closing Date to but excluding the Termination Date.

    "Base Rate" means, for any day, a rate per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal Funds Rate for such day.

    "Base Rate Borrowing" means a borrowing of Base Rate Loans pursuant to Section 2.01.

    "Base Rate Loan" means a Syndicated Loan which bears interest at the Base Rate (or any higher rate determined pursuant to Section 2.09(a)) pursuant to the applicable Notice of Syndicated Borrowing or Notice of Interest Rate Election or Article 8.

    "Borrower" means Tenet Healthcare Corporation, a Nevada corporation, and its successors.

    "Borrower's Existing Credit Agreement" means the $2,800,000,000 Credit Agreement dated as of January 30, 1997, as amended, among the Borrower and the Lenders, Managing Agents and Co-Agents party thereto, Bank of America, N.A. as Syndication Agent, The Bank of New York and The Bank of Nova Scotia, as Documentation Agents, and Morgan Guaranty Trust Company of New York as Administrative Agent, as in effect immediately before the Closing Date.

    "Borrowing" means a Syndicated Borrowing or a Money Market Borrowing.

    "Closing Date" means the date on which all the conditions set forth in Section 3.01 have been satisfied (or waived in accordance with Section 9.05).

    "Co-Agents" means the Lenders designated as Co-Agents on the signature pages hereof, in their respective capacities as Co-Agents in connection with the credit facility provided hereunder.

    "Commitment" means (i) with respect to any Lender listed on the Commitment Schedule, the amount set forth opposite its name on the Commitment Schedule as its Commitment or (ii) with respect to any Eligible Assignee, the amount of the transferor Lender's Commitment assigned to such Eligible Assignee pursuant to Section 9.06(c), in each case as such amount may be reduced from time to time pursuant to Section 2.12 or changed as result of an assignment pursuant to Section 9.06(c).

    "Commitment Percentage" means, with respect to any Lender at any time, the percentage which the amount of such Lender's Commitment at such time represents of the aggregate amount of all the Lenders' Commitments at such time. At any time after the Commitments shall have terminated, the term "Commitment Percentage" shall refer to a Lender's Commitment Percentage immediately before such termination, adjusted to reflect any subsequent assignments pursuant to Section 9.06(c).

    "Commitment Schedule" means the Commitment Schedule attached hereto.

    "Consolidated EBITDA" means, for any period of four consecutive Fiscal Quarters, the sum of (i) operating income plus (ii) to the extent deducted in determining such operating income, the sum of (x) depreciation and amortization and (y) impairment and other unusual charges (except, for any such period, to the extent that the aggregate amount of such charges that do not constitute Non-Cash Charges reported by the Borrower for all fiscal periods commenced after November 30, 2000 exceeds three percent (3.0%) of the Borrower's consolidated total assets at the end of such four-quarter period), in each case for the Borrower and its Subsidiaries on a consolidated basis and determined (A) on a Pro Forma Basis and (B) in a manner consistent with the determination of the amount of any thereof reported in the consolidated statement of income for the Fiscal Year ended May 31, 2000 included in the Borrower's annual report to shareholders for such Fiscal Year.

    "Consolidated Interest Expense" means, for any period of four consecutive Fiscal Quarters, the consolidated interest expense of the Borrower and its Subsidiaries for such period, determined on a Pro Forma Basis.

    "Consolidated Net Worth" means, at any time, the consolidated stockholders' equity of the Borrower and its Subsidiaries at such time.

    "Consolidated Rental Expense" means, for any period of four consecutive Fiscal Quarters, the consolidated rental expense of the Borrower and its Subsidiaries for such period, determined on a Pro Forma Basis.

364-DAY CREDIT AGREEMENT

       AGREEMENT dated as of July 28, 2003 among TEXTRON FINANCIAL CORPORATION, the BANKS listed on the signature pages hereof and JPMORGAN CHASE BANK, as Administrative Agent.

      The parties hereto agree as follows:

ARTICLE 1

Definitions

      Section 1.1. Definitions.  The following terms, as used herein, have the following meanings:

      "Absolute Rate Auction" means a solicitation of Competitive Bid Quotes setting forth Competitive Bid Absolute Rates pursuant to Section 2.03.

      "Additional Bank" has the meaning set forth in Section 2.17.

      "Administrative Agent" means JPMorgan Chase Bank in its capacity as Administrative Agent for the Banks hereunder, and its successors in such capacity.

       "Administrative Questionnaire" means, with respect to each Bank, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Borrower) duly completed by such Bank.

       "Affiliate" means (i) any Person that directly, or indirectly through one or more intermediaries, controls the Borrower (a "Controlling Person") or (ii) any Person (other than the Borrower or a Subsidiary) which is controlled by or is under common control with a Controlling Person. As used herein, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

       "Agent" means any of the Administrative Agent and the Syndication Agents, and "Agents" means any two or more of the foregoing.

       "Applicable Lending Office" means, with respect to any Bank, (i) in the case of its Base Rate Loans, its Domestic Lending Office, (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of its Competitive Bid Loans, its Competitive Bid Lending Office.

       "Assignee" has the meaning set forth in Section 9.06(c).

       "Bank" means each bank listed on the signature pages hereof and each Person which becomes a Bank pursuant to Section 2.16, 8.06 or 9.06(c), and their respective successors.

       "Base Rate" means, for any day, a rate per annum equal to the higher of (i) the Prime Rate for such day or (ii) the sum of of 1% plus the Federal Funds Rate for such day.

       "Base Rate Loan" means a Committed Loan which bears interest at the Base Rate pursuant to the applicable Notice of Committed Borrowing or Notice of Interest Rate Election or the provisions of Section 2.08(a) or Article 8.

       "Borrower" means Textron Financial Corporation, a Delaware corporation, and its successors.

       "Borrowing" has the meaning set forth in Section 1.03.

       "Commitment" means (i) with respect to each Bank listed on the Commitment Schedule, the amount set forth opposite such Bank's name on the Commitment Schedule, (ii) with respect to each Additional Bank, the amount of the Commitment assumed by it pursuant to Section 2.17 and (iii) with respect to any substitute bank or Assignee which becomes a Bank pursuant to Section 8.06 or 9.06(c), the amount of the transferor Bank's Commitment assigned to it pursuant to Section 8.06 or 9.06(c), in each case as such amount may be changed from time to time pursuant to Section 2.10 or 9.06(c); provided that, if the context so requires, the term "Commitment" means the obligation of a Bank to extend credit up to such amount to the Borrower hereunder.

       "Commitment Schedule" means the Commitment Schedule attached hereto.

       "Committed Loan" means a loan made by a Bank pursuant to Section 2.01; provided that, if any such loan or loans (or portions thereof) are combined or subdivided pursuant to a Notice of Interest Rate Election, the term "Committed Loan" shall refer to the combined principal amount resulting from such combination or to each of the separate principal amounts resulting from such subdivision, as the case may be.

       "Competitive Bid Absolute Rate" has the meaning set forth in Section 2.03(d).

       "Competitive Bid Absolute Rate Loan" means a loan to be made by a Bank pursuant to an Absolute Rate Auction.

       "Competitive Bid Lending Office" means, as to each Bank, its Domestic Lending Office or such other office, branch or affiliate of such Bank as it may hereafter designate as its Competitive Bid Lending Office by notice to the Borrower and the Administrative Agent; provided that any Bank may from time to time by notice to the Borrower and the Administrative Agent designate separate Competitive Bid Lending Offices for its Competitive Bid LIBOR Loans, on the one hand, and its Competitive Bid Absolute Rate Loans, on the other hand, in which case all references herein to the Competitive Bid Lending Office of such Bank shall be deemed to refer to either or both of such offices, as the context may require.

       "Competitive Bid LIBOR Loan" means a loan to be made by a Bank pursuant to a LIBOR Auction (including such a loan bearing interest at the Base Rate pursuant to Section 8.01).

       "Competitive Bid Loan" means a Competitive Bid LIBOR Loan or a Competitive Bid Absolute Rate Loan.

       "Competitive Bid Margin" has the meaning set forth in Section 2.03(d).

       "Competitive Bid Quote" means an offer by a Bank to make a Competitive Bid Loan in accordance with Section 2.03.

       "Consolidated Assets" means at any date the consolidated assets of the Borrower and its Consolidated Subsidiaries determined as of such date.

       "Consolidated Debt" means at any date the Debt of the Borrower and its Consolidated Subsidiaries, determined as of such date.

       "Consolidated Net Worth" means at any date the consolidated stockholders' equity of the Borrower and its Consolidated Subsidiaries, determined as of such date.

       "Consolidated Subsidiary" means at any date any entity the accounts of which would be consolidated with those of the Borrower in its consolidated financial statements if such statements were prepared as of such date.

       "Debt" of any Person means at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (iv) all obligations of such Person as lessee which are capitalized in accordance with generally accepted accounting principles, (v) all non-contingent obligations of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit or similar instrument, (vi) all Debt secured by a Lien on any asset of such Person, whether or not such Debt is otherwise an obligation of such Person, and (vii) all Debt of others Guaranteed by such Person; provided that, for the purposes of this Agreement, "Debt" of the Borrower or a Subsidiary shall not be deemed to include Non-recourse Debt or Permitted Securitization Obligations, but shall include liabilities secured by Liens described in clause (y) of Section 5.12(i).

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

       "Designated Lender" means, with respect to any Designating Bank, an Eligible Designee designated by it pursuant to Section 9.07(a) as a Designated Lender for purposes of this Agreement.

       "Designating Bank" means, with respect to each Designated Lender, the Bank that designated such Designated Lender pursuant to Section 9.07(a).

       "Domestic Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized by law to close.

       "Domestic Lending Office" means, as to each Bank, its office, branch or affiliate located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Domestic Lending Office) or such other office, branch or affiliate as such Bank may hereafter designate as its Domestic Lending Office by notice to the Borrower and the Administrative Agent.

       "Earnings Available for Fixed Charges" means, for any period, the sum of the Borrower's pre-tax earnings before extraordinary items plus Fixed Charges.

       "Effective Date" means the date this Agreement becomes effective in accordance with Section 3.01.

       "Eligible Designee" means a special purpose corporation that (i) is organized under the laws of the United States or any state thereof, (ii) is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business and (iii) issues (or the parent of which issues) commercial paper rated at least A-1 or the equivalent thereof by S&P or P-1 or the equivalent thereof by Moody's.

       "Environmental Laws" means any and all federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions relating to the environment or to emissions, discharges or releases of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes into the environment including, without limitation, ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes or the clean-up or other remediation thereof.

       "ERISA" means the Employee Retirement Income Security Act of 1974, as amended to the date hereof and from time to time hereafter and any successor statute.

       "ERISA Affiliate", as applied to any Person, means any trade or business (whether or not incorporated) which, together with the Borrower, is treated as a single employer under Section 414 of the Internal Revenue Code and the regulations promulgated thereunder.

       "Euro-Dollar Business Day" means any Domestic Business Day on which commercial banks are open for international business (including dealings in dollar deposits) in London.

       "Euro-Dollar Lending Office" means, as to each Bank, its office, branch or affiliate located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Euro-Dollar Lending Office) or such other office, branch or affiliate of such Bank as it may hereafter designate as its Euro-Dollar Lending Office by notice to the Borrower and the Administrative Agent.

       "Euro-Dollar Loan" means a Committed Loan which bears interest at a Euro-Dollar Rate pursuant to the applicable Notice of Committed Borrowing or Notice of Interest Rate Election.

364-DAY CREDIT AGREEMENT entered into as of February 28, 2003, among VIACOM INC., a Delaware corporation ("Viacom"), each Subsidiary Borrower (as herein defined); VIACOM INTERNATIONAL INC., a Delaware corporation ("Viacom International"); the lenders whose names appear on Schedule 1.1 hereto or who subsequently become parties hereto as provided herein (the "Lenders"); JPMORGAN CHASE BANK, a New York banking corporation ("JPMorgan Chase"), as administrative agent for the Lenders; SALOMON SMITH BARNEY INC., a New York corporation, as syndication agent for the Lenders (in such capacity, the "Syndication Agent"); and BANK OF AMERICA, N.A., DEUTSCHE BANK SECURITIES, INC. and THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH, as co-documentation agents for the Lenders (in such capacity, the "Co-Documentation Agents").

W I T N E S S E T H:

WHEREAS, Viacom has requested that the Lenders provide extensions of credit to it and to certain Subsidiary Borrowers to be used for general corporate purposes (including, without limitation, acquisitions and commercial paper backup), which extensions of credit shall enable the Borrowers (as herein defined) to borrow loans in an aggregate amount not to exceed $1.7 billion (except as increased or reduced pursuant to Section 2.10) on a revolving credit basis on and after the Closing Date (as herein defined) and prior to the Revolving Credit Maturity Date (as herein defined); and

WHEREAS, the Lenders are willing to extend credit to the Borrowers on the terms and subject to the conditions herein set forth;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto hereby agree as follows:

ARTICLE I
DEFINITIONS

SECTION 1.1.    Defined Terms.    As used in this Agreement, the following terms shall have the meanings specified below:

"ABR Loan" shall mean any Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

"Administrative Agent" shall mean JPMorgan Chase, together with its affiliates, as an arranger of the Commitments and as the administrative agent for the Lenders under this Agreement, and any successor thereto pursuant to Article VII.

"Administrative Agent Fee Letter" shall mean the Fee Letter with respect to this Agreement between Viacom and the Administrative Agent, as amended, supplemented or otherwise modified from time to time.

"Administrative Agent's Fees" shall have the meaning assigned to such term in Section 2.6(b).

"Administrative Questionnaire" shall mean an Administrative Questionnaire in the form of Exhibit A hereto.

"Affiliate" shall mean, as to Viacom, any Person which directly or indirectly controls, is under common control with or is controlled by Viacom. As used in this definition, "control" (including, with correlative meanings, "controlled by" and "under common control with") shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise); provided that, in any event, any Person which owns directly or indirectly 10% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation or 10% or more of the partnership or other ownership interests of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person. Notwithstanding the foregoing, (a) no individual shall be deemed to be an Affiliate of Viacom solely by

reason of his or her being an officer, director or employee of Viacom or any of its Subsidiaries and (b) Viacom and Viacom International and their Subsidiaries shall not be deemed to be Affiliates of each other, unless expressly stated to the contrary.

"Agents" shall mean the collective reference to the Administrative Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Sole Bookrunner and the Syndication Agent.

"Agreement" shall mean this 364-Day Credit Agreement, as amended, supplemented or otherwise modified from time to time.

"Alternate Base Rate" shall mean, for any day, a rate per annum (rounded upwards, if necessary, to the next ¹/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus ¹/2 of 1%. For purposes hereof, "Prime Rate" shall mean the rate of interest per annum publicly announced from time to time by the Lender serving as the Administrative Agent as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective on the date such change is publicly announced as effective; and "Federal Funds Effective Rate" shall mean, for any day, 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 on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms thereof, the Alternate Base Rate shall be the Prime Rate until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

"Amended and Restated Infinity Credit Agreement" shall mean the $1,450,000,000 Amended and Restated Five-Year Credit Agreement, dated as of May 3, 2000, as amended and restated as of March 7, 2001, among Viacom, Viacom International, the subsidiary borrowers parties thereto, the lenders named therein, JP Morgan Chase Bank (as successor to The Chase Manhattan Bank), as administrative agent, Fleet National Bank and Bank of America, N.A., as co-syndication agents, and Bank of New York, as documentation agent.

"Applicable Eurodollar Margin" shall mean the "Applicable Eurodollar Margin" determined in accordance with the Pricing Grid set forth in Annex I hereto.

"Applicable Facility Fee Rate" shall mean the "Applicable Facility Fee Rate" determined in accordance with the Pricing Grid set forth in Annex I hereto.

"Applicable Utilization Fee Rate" shall mean the "Applicable Utilization Fee Rate" determined in accordance with the Pricing Grid set forth in Annex I hereto.

"Assignment and Acceptance" shall mean an assignment and acceptance entered into by a Lender and an assignee, and accepted by the Administrative Agent, in the form of Exhibit C.

"Blockbuster Event" means the sale or deconsolidation of Blockbuster Inc. from Viacom, which sale or deconsolidation shall be substantially non-recourse to Viacom and Viacom International.

"Board" shall mean the Board of Governors of the Federal Reserve System of the United States.

"Bonds" shall have the meaning assigned to such term in Section 8.2(g).

"Borrower" shall mean, as applicable, Viacom or the relevant Subsidiary Borrower.