1 EXHIBIT 10.3 [AUSTRALIAN CREDIT AGREEMENT] CREDIT AGREEMENT dated as of October 31, 1996

1
EXHIBIT 10.3

[AUSTRALIAN CREDIT AGREEMENT]

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CREDIT AGREEMENT

dated as of October 31, 1996

among

APACHE ENERGY LIMITED,

and

APACHE OIL AUSTRALIA PTY. LIMITED

and

THE AUSTRALIAN LENDERS NAMED HEREIN,

and

THE FIRST NATIONAL BANK OF CHICAGO,
as Global Administrative Agent,

and

CHASE SECURITIES AUSTRALIA LIMITED,
as Australian Administrative Agent,

and

FIRST CHICAGO CAPITAL MARKETS, INC.,
as Arranger,

and

CHASE SECURITIES INC.,
as Arranger

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TABLE OF CONTENTS

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RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE I DEFINITIONS AND TERMS OF CONSTRUCTION . . . . . . . . . . . 1
1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2. Use of Defined Terms . . . . . . . . . . . . . . . . . . . . 13
1.3. Cross References . . . . . . . . . . . . . . . . . . . . . . 13
1.4. Accounting and Financial Determination . . . . . . . . . . . 13
1.5. Currency References . . . . . . . . . . . . . . . . . . . . 13

ARTICLE II THE FACILITY . . . . . . . . . . . . . . . . . . . . . . . . 14
2.1. The Facility . . . . . . . . . . . . . . . . . . . . . . . . 14
(a) Description of Facility . . . . . . . . . . . . . . . 14
(b) Facility Amount . . . . . . . . . . . . . . . . . . . 14
(c) All Loans . . . . . . . . . . . . . . . . . . . . . . 14
(d) Revolving Advances . . . . . . . . . . . . . . . . . 14
2.2. Extension of Termination Date and of Aggregate Commitment . 14
2.3. [Intentionally Omitted] . . . . . . . . . . . . . . . . . . 16
2.4. Facility Fee; Other Fees . . . . . . . . . . . . . . . . . . 16
(a) Facility Fee . . . . . . . . . . . . . . . . . . . . 16
(b) Agents' Fees . . . . . . . . . . . . . . . . . . . . 16

ARTICLE III BORROWING; ETC. . . . . . . . . . . . . . . . . . . . . . . 16
3.1. Method of Borrowing . . . . . . . . . . . . . . . . . . . . 16
3.2. Maximum Interest . . . . . . . . . . . . . . . . . . . . . . 17
3.3. Method of Selecting Interest Periods for Loans . . . . . . . 18
3.4. [Intentionally Omitted] . . . . . . . . . . . . . . . . . . 18
3.5. Minimum Amount of Each Advance . . . . . . . . . . . . . . . 18
3.6. Continuation Elections . . . . . . . . . . . . . . . . . . . 18
3.7. Telephonic Notices . . . . . . . . . . . . . . . . . . . . . 18
3.8. Rate after Maturity . . . . . . . . . . . . . . . . . . . . 19
3.9. Interest Payment Dates; Determination of Interest and Fees . 19
(a) Interest Payment Dates . . . . . . . . . . . . . . . 19
(b) Determination of Interest and Fees . . . . . . . . . 19
3.10. Notification of Advances, Interest Rates, Prepayments and
Commitment Reductions . . . . . . . . . . . . . . . . . . . 19
3.11. Non-Receipt of Funds by the Australian Administrative
Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE IV MANDATORY PAYMENTS; REDUCTIONS OF COMMITMENTS; ETC. . . . . 20
4.1. Mandatory Prepayments . . . . . . . . . . . . . . . . . . . 20
(a) Mandatory Prepayments . . . . . . . . . . . . . . . . 20
(b) Application of Mandatory Prepayments . . . . . . . . 20
4.2. Voluntary Prepayments . . . . . . . . . . . . . . . . . . . 20
4.3. Method of Payment . . . . . . . . . . . . . . . . . . . . . 21
4.4. Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.5. Voluntary Reductions of Commitments. . . . . . . . . . . . 21
4.6. Voluntary and Mandatory Prepayments . . . . . . . . . . . . 21

ARTICLE V [Intentionally Omitted] . . . . . . . . . . . . . . . . . . 21

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ARTICLE VI CHANGE IN CIRCUMSTANCES; TAXES . . . . . . . . . . . . . . . 22
6.1. Yield Protection . . . . . . . . . . . . . . . . . . . . . . 22
6.2. Availability of Eurodollar Loans . . . . . . . . . . . . . . 22
6.3. Funding Indemnification . . . . . . . . . . . . . . . . . . 22
6.4. Lending Installations . . . . . . . . . . . . . . . . . . . 23
6.5. Increased Capital Costs . . . . . . . . . . . . . . . . . . 23
6.6. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.7. Australian Lender Statements; Survival of Indemnity;
Substitution of Australian Lenders; Limitation on Claims
by Australian Lenders . . . . . . . . . . . . . . . . . . . 24
6.8. [Intentionally Omitted] . . . . . . . . . . . . . . . . . . 24
6.9. Currency Conversion and Currency Indemnity . . . . . . . . . 24
(a) Payments in Agreed Currency. . . . . . . . . . . . . 24
(b) Conversion of Agreed Currency into Judgment
Currency. . . . . . . . . . . . . . . . . . . . . . . 24
(c) Circumstances Giving Rise to Indemnity. . . . . . . . 25
(d) Indemnity Separate Obligation. . . . . . . . . . . . 25

ARTICLE VII CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . 25
7.1. Conditions of Effectiveness . . . . . . . . . . . . . . . . 25
7.2. Each Advance . . . . . . . . . . . . . . . . . . . . . . . . 26

ARTICLE VIII REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . 27
8.1. Corporate Existence and Standing . . . . . . . . . . . . . . 27
8.2. Authorization and Validity . . . . . . . . . . . . . . . . . 27
8.3. No Conflict; Government Consent . . . . . . . . . . . . . . 27
8.4. Financial Statements . . . . . . . . . . . . . . . . . . . . 27
8.5. Material Adverse Change . . . . . . . . . . . . . . . . . . 28
8.6. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
8.7. Litigation and Guaranteed Obligations . . . . . . . . . . . 28
8.8. Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . 28
8.9. Superannuation Scheme . . . . . . . . . . . . . . . . . . . 28
8.10. Accuracy of Information . . . . . . . . . . . . . . . . . . 28
8.11. [Intentionally Omitted] . . . . . . . . . . . . . . . . . . 28
8.12. Material Agreements . . . . . . . . . . . . . . . . . . . . 28
8.13. Compliance With Laws . . . . . . . . . . . . . . . . . . . . 28
8.14. Title to Properties . . . . . . . . . . . . . . . . . . . . 29
8.15. Investment Company Act . . . . . . . . . . . . . . . . . . . 29
8.16. Public Utility Holding Company Act . . . . . . . . . . . . . 29
8.17. Post-Retirement Benefits . . . . . . . . . . . . . . . . . . 29
8.18. Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . 29
8.19. Environmental Warranties . . . . . . . . . . . . . . . . . . 29

ARTICLE IX AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . 30
9.1. Financial Reporting . . . . . . . . . . . . . . . . . . . . 30
9.2. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . 32
9.3. Notice of Default, Unmatured Default, Litigation and
Material Adverse Effect . . . . . . . . . . . . . . . . . . 32
9.4. Conduct of Business . . . . . . . . . . . . . . . . . . . . 32
9.5. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

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9.6. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . 32
9.7. Compliance with Laws . . . . . . . . . . . . . . . . . . . . 33
9.8. Maintenance of Properties . . . . . . . . . . . . . . . . . 33
9.9. Inspection . . . . . . . . . . . . . . . . . . . . . . . . . 33
9.10. Operation of Properties . . . . . . . . . . . . . . . . . . 33
9.11. Delivery of Guaranties . . . . . . . . . . . . . . . . . . . 33
9.12. Environmental Covenant . . . . . . . . . . . . . . . . . . . 33
9.13. Further Assurances . . . . . . . . . . . . . . . . . . . . . 34
9.14. Borrowing Notice . . . . . . . . . . . . . . . . . . . . . . 34
9.15. Existing Acceptance Agreement . . . . . . . . . . . . . . . 34

ARTICLE X FINANCIAL COVENANTS . . . . . . . . . . . . . . . . . . . . 34
10.1. Consolidated Tangible Net Worth . . . . . . . . . . . . . . 34
10.2. Ratio of EBITDDA to Consolidated Interest . . . . . . . . . 34

ARTICLE XI NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . 34
11.1. Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . 34
11.2. Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
11.3. Sales of Properties or Borrowing Base Subsidiaries . . . . . 35
11.4. Guaranteed Obligations . . . . . . . . . . . . . . . . . . . 36
11.5. Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
11.6. Restricted Payments, etc . . . . . . . . . . . . . . . . . . 37
11.7. Transactions with Affiliates . . . . . . . . . . . . . . . . 37
11.8. Negative Pledges, etc . . . . . . . . . . . . . . . . . . . 37
11.9. Regulation U Acquisitions . . . . . . . . . . . . . . . . . 37
11.10. Investments . . . . . . . . . . . . . . . . . . . . . . . . 38
11.11. Hedging Contracts . . . . . . . . . . . . . . . . . . . . . 38
11.12. Approval of Consents . . . . . . . . . . . . . . . . . . . . 39

ARTICLE XII DEFAULTS . . . . . . . . . . . . . . . . . . . . . . . . . . 39
12.1. Breach of Warranties and Misleading Statements . . . . . . . 39
12.2. Nonpayment of Loans, Fees and other Obligations . . . . . . 39
12.3. Breach of Certain Covenants . . . . . . . . . . . . . . . . 39
12.4. Default Under Canadian Loan Documents or U.S. Loan
Documents. . . . . . . . . . . . . . . . . . . . . . . . . . 39
12.5. Non-Compliance with this Agreement . . . . . . . . . . . . . 39
12.6. Cross-Defaults . . . . . . . . . . . . . . . . . . . . . . . 39
12.7. Voluntary Dissolution and Insolvency Proceedings and
Actions . . . . . . . . . . . . . . . . . . . . . . . . . . 39
12.8. Involuntary Insolvency Proceedings or Dissolution . . . . . 40
12.9. Condemnation . . . . . . . . . . . . . . . . . . . . . . . . 40
12.10. Judgments . . . . . . . . . . . . . . . . . . . . . . . . . 40
12.11. Enforcement Against Assets . . . . . . . . . . . . . . . . . 40
12.12. Other Defaults Under Australian Loan Documents . . . . . . . 40
12.13. Failure of Australian Loan Documents . . . . . . . . . . . . 40
12.14. Change in Control . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE XIII ACCELERATION, WAIVERS, AMENDMENTS, REMEDIES; RELEASES . . . 40
13.1. Acceleration . . . . . . . . . . . . . . . . . . . . . . . . 40

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13.2. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . 41
13.3. Preservation of Rights . . . . . . . . . . . . . . . . . . . 41

ARTICLE XIV GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . 42
14.1. [Intentionally Omitted] . . . . . . . . . . . . . . . . . . 42
14.2. Governmental Regulation . . . . . . . . . . . . . . . . . . 42
14.3. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
14.4. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . 42
14.5. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . 42
14.6. Several Obligations . . . . . . . . . . . . . . . . . . . . 42
14.7. Reimbursement of Costs and Expenses; Indemnification . . . . 42
(a) Reimbursement of Costs and Expenses . . . . . . . . . 42
(b) Indemnification . . . . . . . . . . . . . . . . . . . 42
14.8. Numbers of Documents . . . . . . . . . . . . . . . . . . . . 43
14.9. Severability of Provisions . . . . . . . . . . . . . . . . . 43
14.10. Nonliability of Australian Lenders . . . . . . . . . . . . . 43
14.11. CHOICE OF LAW . . . . . . . . . . . . . . . . . . . . . . . 43
14.12. CONSENT TO JURISDICTION . . . . . . . . . . . . . . . . . . 44
14.13. Confidentiality . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE XV THE AGENTS, THE ARRANGERS AND THE ENGINEERING BANKS . . . . 44
15.1. Appointment of Agents . . . . . . . . . . . . . . . . . . . 44
15.2. Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
15.3. General Immunity . . . . . . . . . . . . . . . . . . . . . . 44
15.4. No Responsibility for Loans, Recitals, etc . . . . . . . . . 45
15.5. Action on Instructions of Australian Lenders . . . . . . . . 45
15.6. Employment of Agents and Counsel . . . . . . . . . . . . . . 45
15.7. Reliance on Documents; Counsel . . . . . . . . . . . . . . . 45
15.8. Reimbursement and Indemnification . . . . . . . . . . . . . 45
15.9. Rights as an Australian Lender . . . . . . . . . . . . . . . 45
15.10. Australian Lender Credit Decision . . . . . . . . . . . . . 45
15.11. Certain Successor Agents . . . . . . . . . . . . . . . . . . 46

ARTICLE XVI SETOFF; RATABLE PAYMENTS . . . . . . . . . . . . . . . . . . 46
16.1. Setoff . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
16.2. Ratable Payments . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE XVII BENEFIT OF AGREEMENT; SUBSTITUTIONS; PARTICIPATIONS . . . . 46
17.1. Successors and Assigns . . . . . . . . . . . . . . . . . . . 46
17.2. Participations . . . . . . . . . . . . . . . . . . . . . . . 47
17.3. Substitutions . . . . . . . . . . . . . . . . . . . . . . . 48
17.4. Dissemination of Information . . . . . . . . . . . . . . . . 48

ARTICLE XVIII NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . 49
18.1. Giving Notice . . . . . . . . . . . . . . . . . . . . . . . 49
18.2. Change of Address . . . . . . . . . . . . . . . . . . . . . 49

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TABLE OF CONTENTS
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ARTICLE XIX COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . 49

ARTICLE XX NO ORAL AGREEMENTS . . . . . . . . . . . . . . . . . . . . . 49

EXHIBITS:
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EXHIBIT A NOTE
EXHIBIT B FORM OF LEGAL OPINION
EXHIBIT C COMPLIANCE CERTIFICATE
EXHIBIT D SUBSTITUTION CERTIFICATE
EXHIBIT E CONTINUATION NOTICE
EXHIBIT F FORM OF AUSTRALIAN COUNSEL OPINION
EXHIBIT G CONFIDENTIALITY AGREEMENT
EXHIBIT H FORM OF DEED OF GUARANTY

SCHEDULES:
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SCHEDULE A EURODOLLAR SPREAD, FACILITY FEE RATES
SCHEDULE 8.8 SUBSIDIARIES; BORROWING BASE SUBSIDIARIES
SCHEDULE 11.1 INDEBTEDNESS; LIENS
SCHEDULE 11.10 INVESTMENTS

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CREDIT AGREEMENT

This Agreement, dated as of October 31, 1996, is among Apache Energy
Limited (ACN 009 301 964), a corporation organized under the laws of the State
of Western Australia, Australia ("Apache Energy Limited"), Apache Oil Australia
Pty. Limited (ACN 050 611 688), a corporation organized under the laws of the
State of New South Wales, Australia ("Apache Oil Australia" and, together with
Apache Energy Limited, the "Company"), the various commercial lending
institutions as are or may become parties hereto (the "Australian Lenders"),
The First National Bank of Chicago, as Global Administrative Agent (the "Global
Administrative Agent"), Chase Securities Australia Limited (ACN 002 888 011),
as Australian Administrative Agent (the "Australian Administrative Agent"),
First Chicago Capital Markets, Inc., as Arranger, and Chase Securities Inc., as
Arranger.

RECITALS:

1. The Company desires to obtain commitments from the Australian
Lenders pursuant to which extensions of credit in the form of Loans will be
made in the amounts and currencies herein provided pursuant to the terms and
provisions herein set forth.

2. The proceeds of the Loans will be used by the Company to
refinance existing debt of the Company and for general corporate purposes.

3. The Australian Lenders are willing, on the terms and subject to
the conditions herein set forth, to extend such commitments and make such
extensions of credit to the Company.

4. The Company, the Australian Lenders, the Global Administrative
Agent, the Australian Administrative Agent and the Arrangers hereby agree as
follows:

ARTICLE I

DEFINITIONS AND TERMS OF CONSTRUCTION

1.1. Definitions. The following terms (whether or not underscored)
when used in this Agreement, including its preamble and recitals, shall, except
where the context otherwise requires, have the following meanings (such
meanings to be equally applicable to the singular and the plural forms
thereof):

"Accepting Lender" is defined in Section 2.2.

"Acquisition" means any transaction, or any series of related
transactions, consummated after the date of this Agreement, by which the
Company or any of the Subsidiaries (i) acquires any going business or all or
substantially all of the assets of any Person or division thereof, whether
through purchase of assets, merger or otherwise or (ii) directly or indirectly
acquires (in one transaction or as the most recent transaction in a series of
transactions) at least a majority (in number of votes) of the securities of a
corporation which have ordinary voting power for the election of directors
(other than securities having such power only by reason of the happening of a
contingency).

"Advance" means a borrowing hereunder consisting of the aggregate amount
of the several Loans made by the Australian Lenders or any of them to the
Company on the same Borrowing Date and for the same Interest Period, which
results in an increase in the aggregate amount of outstanding Loans under this
Agreement.

"Affiliate" of any Person means any Person directly or indirectly
controlling, controlled by or under direct or indirect common control of such
Person; provided, however, notwithstanding the foregoing, the definition of
8
"Affiliate" shall not include any Subsidiary of the Company. A Person shall be
deemed to control another Person if the controlling Person owns directly or
indirectly 20% or more of any class of voting securities of the controlled
Person or possesses, directly or indirectly, the power to direct or cause the
direction of the management or policies of the controlled Person, whether
through ownership of stock, by contract or otherwise.

"Agents" means each of the Global Administrative Agent, the Australian
Administrative Agent, the Arrangers, and the Engineering Banks.

"Agreed Currency" is defined in Section 6.9(a).

"Aggregate Commitment" means, as of the time a determination thereof is
to be made, the sum of the Commitments of all the Australian Lenders hereunder,
being $125,000,000 as of the date hereof, and as reduced from time to time
after the date hereof pursuant to Sections 4.5 and 13.1.

"Agreement" means this Credit Agreement, as it may be amended,
supplemented, restated or otherwise modified and in effect from time to time.

"Agreement Accounting Principles" means, on any date, those generally
accepted accounting principles applied in preparing the financial statements
referred to in Section 8.4.

"Anniversary Date" means any October 31, with the first such date being
October 31, 1997.

"Annual Certificate of Extension" means a certificate of the Parent and
the Company, executed by an Authorized Officer and delivered to the Global
Administrative Agent and the Australian Administrative Agent, which requests an
extension of the then scheduled Termination Date pursuant to Section 2.2.

"Apache Energy Limited" means Apache Energy Limited (ACN 009 301 964), a
corporation organized under the laws of the State of Western Australia,
Australia.

"Apache Oil Australia" means Apache Oil Australia Pty. Limited (ACN 050
611 688), a corporation organized under the laws of the State of New South
Wales, Australia.

"Approved Australian Lender" means Australian banks which have a long
term debt rating of A/A2 or better or short term A1/P1 or better (domestically
or internationally, whichever is the higher rating) by S&P or ▇▇▇▇▇'▇ (or any
replacement rating classification by either S&P or ▇▇▇▇▇'▇ which is determined
in substantially the same manner).

"Approved Engineers' Report" shall have the meaning ascribed to such
term in the U.S. Credit Agreement (without amendment except as permitted
pursuant to the Intercreditor Agreement).

"Arranger" means each of First Chicago Capital Markets, Inc. and Chase
Securities Inc. in their respective capacities as arrangers pursuant to Article
XV.

"Australian Administrative Agent" means Chase Securities Australia
Limited (ACN 002 888 011) in its capacity as Administrative Agent for the
lenders party to the Australian Credit Agreement and any successor thereto.

"Australian Lenders" means the financial institutions listed on the
signature pages of this Agreement and their respective successors and assigns
in accordance with Section 17.3 (including any commercial lending institution
becoming a party hereto pursuant to a Substitution Certificate) or otherwise by
operation of law.

"Australian Loan Documents" means this Agreement, the Notes, the
Guaranties, the Substitution Certificates, the agreement with respect to fees
described in Section 2.4(b), the Intercreditor Agreement and the

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Indemnity Agreements, together with all exhibits, schedules and attachments
thereto, and all other agreements, documents, certificates, financing
statements and instruments from time to time executed and delivered pursuant to
or in connection with any of the foregoing.

"Authorized Officer" means, with respect to the Company, the President,
the Vice President and Chief Financial Officer and the Treasurer of the
Company, and any officer of the Company specified as such to the Australian
Administrative Agent and the Global Administrative Agent in writing by any of
the aforementioned officers of the Company, or, with respect to the Parent, the
Chairman, the President, the Vice President and Chief Financial Officer and the
Treasurer of the Parent, and any officer of the Parent, specified as such to
the Global Administrative Agent in writing by any of the aforementioned
officers of the Parent.

"Borrowing Base Debt" shall have the meaning ascribed to such term in
the U.S. Credit Agreement (without amendment except as permitted pursuant to
the Intercreditor Agreement).

"Borrowing Base Subsidiary" means, at any time, any Subsidiary of the
Company which owns or controls any Properties and any Subsidiary that owns or
controls, directly or indirectly, another Subsidiary that owns or controls any
Properties. The Borrowing Base Subsidiaries of the Company as of the Global
Effective Date are listed on Schedule 8.8 hereto.

"Borrowing Date" means any Business Day on which an Advance is made
hereunder.

"Borrowing Notice" is defined in Section 3.3.

"Business Day" means a weekday on which (a) (for the purpose of
determining the Eurodollar Base Rate under paragraph (b) of that definition)
the relevant financial markets are open in London; (b) (except for the purpose
stated in paragraph (a)) banks are open for business in Sydney and Melbourne;
and (c) in the case where a payment is to be made, banks are open for business
in New York City, Sydney and Melbourne.

"Canadian Administrative Agent" means Bank of Montreal in its capacity
as administrative agent for the lenders party to the Canadian Credit Agreement
and any successor thereto.

"Canadian Borrowers" means Apache Canada Ltd., a corporation organized
under the laws of the Province of Alberta, Canada.

"Canadian Commitments" has the meaning of the term "Aggregate
Commitment" as defined in the Canadian Credit Agreement.

"Canadian Credit Agreement" means that certain Credit Agreement of even
date herewith among the Canadian Borrower, the Canadian Lenders, The First
National Bank of Chicago, as Global Administrative Agent, the Canadian
Administrative Agent, First Chicago Capital Markets, Inc., as Arranger, and
Chase Securities Inc., as Arranger, as it may be amended, supplemented,
restated or otherwise modified and in effect from time to time.

"Canadian Lenders" means the financial institutions listed on the
signature pages of the Canadian Credit Agreement and their respective
successors and assigns.

"Canadian Loan Documents" means the Canadian Credit Agreement, any
notes, any guaranties, any assignment agreements, the agreement with respect to
fees, the Intercreditor Agreement and the Indemnity Agreements, together with
all exhibits, schedules and attachments thereto, and all other agreements,
documents, certificates, financing statements and instruments from time to time
executed and delivered pursuant to or in connection with any of the foregoing.

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"Capitalized Lease" means, with any respect to a Person, any lease of
property by such Person as lessee which would be capitalized on a balance sheet
of such Person prepared in accordance with Agreement Accounting Principles.

"Capitalized Lease Obligations" means, with respect to a Person, the
amount of the obligations of such Person under Capitalized Leases which would
be shown as a liability on a balance sheet of such Person prepared in
accordance with Agreement Accounting Principles.

"Cash Equivalent Investment" means, at any time:

(a) any evidence of Indebtedness, maturing not more than one
year after such time, issued or guaranteed by the United States
Government or by the Government of Australia;

(b) commercial paper, maturing not more than nine months from
the date of issue, which is issued by any Agent or any Agent's holding
company, or by (i) a corporation (other than the Parent or an Affiliate
of the Parent) organized under the laws of any state of Australia or any
state of the United States or of the District of Columbia and rated A-1
by S&P or P-1 by ▇▇▇▇▇'▇, or (ii) any Combined Lender (or its holding
company) which has (or which at the time is a subsidiary of a holding
company which has) a Qualified Long Term Rating, or which is an Approved
Australian Lender; or

(c) any certificate of deposit, time deposit or banker's
acceptance, maturing not more than one year after such time, which is
issued or accepted by any Agent or any Agent's holding company, or by
either (i) an Australian bank which has a combined capital and surplus
and undivided profits of not less than $500,000,000, which has (or which
at the time is a subsidiary of a holding company which has) a Qualified
Long Term Rating, (ii) any Combined Lender which has (or which is a
subsidiary of a holding company which has) a Qualified Long Term Rating,
or (iii) any Approved Australian Lender.

"CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended.

"Change in Control" means:

(a) the failure by the Company to own, free and clear
of all Liens or encumbrances, 100% of the outstanding capital
stock of any Subsidiary which is a Guarantor on a fully diluted
basis, except as a result of the merger of any such Subsidiary
into the Company or any Subsidiary of the Company pursuant to
Section 11.2; provided, however, that, in the event of a merger
of any such Subsidiary with a Subsidiary, such Subsidiary shall
at its own expense deliver to the Australian Administrative Agent
a duly executed Guaranty, substantially in the form of Exhibit H,
together with such related documents and opinions as the
Australian Administrative Agent may request; or

(b) the failure by the Company to own, directly or
indirectly, free and clear of all Liens, other than Liens
permitted under Section 11.5 hereof, 100% of the outstanding
capital stock of each Borrowing Base Subsidiary on a fully
diluted basis except as a result of a merger of such Borrowing
Base Subsidiary with the Company, another Borrowing Base
Subsidiary or with any other Person as permitted pursuant to
Section 11.2, or as a result of a sale of such Borrowing Base
Subsidiaries as permitted pursuant to Section 11.3; or

(c) the failure by the Parent to own, directly or
indirectly, free and clear of all Liens, other than Liens
permitted under Section 11.5 of the U.S. Credit Agreement, not
less than 95% of the outstanding capital stock of the Company on
a fully diluted basis.

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"Chase" means The Chase Manhattan Bank, in its individual capacity and
its successors.

"Claims" is defined in Section 14.7.

"Combined Commitments" means, at any time, the aggregate of the
Aggregate Commitments, the U.S. Commitments and the Canadian Commitments at
such time.

"Combined Lenders" means the Canadian Lenders, the U.S. Lenders and the
Australian Lenders.

"Combined Required Lenders" means, at any time, Combined Lenders having
greater than 66-2/3% of the aggregate amount of the Combined Commitments at
such time.

"Commitment" means, with respect to each Australian Lender, the
obligation of such Australian Lender to make Loans not exceeding the amount set
forth as its Commitment opposite its signature below or in the relevant
Substitution Certificate, as such amount may be modified from time to time
pursuant to the provisions of this Agreement, including any Substitution
Certificate executed by such Australian Lender and its Substituting Lender and
delivered pursuant to Section 17.3 and any reduction pursuant to Sections 4.5,
or 13.1; it being understood, however, that a change in the Global Borrowing
Base does not constitute a modification of any Commitment.

"Company" is defined in the Preamble.

"Consolidated Interest Expense" means, for any period for which a
determination thereof is to be made, total interest expense, whether paid or
accrued (but excluding that attributable to Capitalized Leases), of the Parent
and its Consolidated Subsidiaries on a consolidated basis including, without
limitation, all commissions, discounts and other fees and charges owing with
respect to letters of credit and bankers' acceptance financing.

"Consolidated Net Income" means, for any period for which a
determination thereof is to be made, the net income (or loss) after taxes of
the Parent and its Consolidated Subsidiaries on a consolidated basis for such
period taken as a single accounting period; provided that there shall be
excluded the income (or loss) of any Affiliate of the Parent or other Person
(other than a Consolidated Subsidiary of the Parent) in which any Person (other
than the Parent or any of the Consolidated Subsidiaries) has a joint interest,
except to the extent of the amount of dividends or other distributions actually
paid to the Parent or any of the Consolidated Subsidiaries by such Affiliate or
other Person during such period.

"Consolidated Subsidiary" means, in relation to any Person, as of the
time a determination thereof is to be made, any Subsidiary or other entity the
accounts of which would be consolidated with those of the Person in its
consolidated financial statements if such statements were prepared as of such
date.

"Consolidated Tangible Net Worth" means, as of the time a determination
thereof is to be made, the consolidated stockholders' equity of the Parent and
its Consolidated Subsidiaries, less their consolidated intangible assets, all
determined as of such date in accordance with Agreement Accounting Principles.

"Continuation Notice" means a notice by means of telecopy or telephone
(confirmed in writing promptly thereafter if by telephone) of continuation,
which notice shall specify the principal amount to be continued, the date of
such continuation and the Interest Period, which notice, when delivered by
telecopy or confirmed in writing, shall be substantially in the form of Exhibit
E and executed on behalf of the Company by an Authorized Officer.

"Debt" means all Indebtedness of the type referred to in clauses (i),
(ii), (iii), (iv) and (v) of the definition of Indebtedness.

"Debt/Capitalization Ratio" means, as of the time a determination
thereof is to be made, the ratio expressed as a decimal of (x) the aggregate
outstanding amount of the consolidated Debt of the Parent and its Consolidated

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Subsidiaries, to (y) the sum of the consolidated stockholders' equity of the
Parent and its Consolidated Subsidiaries plus the aggregate outstanding amount
of the consolidated Debt of the Parent and its Consolidated Subsidiaries;
provided, however, that, for purposes of the definition of Eurodollar Spread,
the Debt/Capitalization Ratio on each day commencing on the forty-fifth (45th)
day following the end of a calendar quarter shall be deemed to be the lesser of
(a) the Debt/Capitalization Ratio as of the end of such calendar quarter and
(b) the Debt/Capitalization Ratio as of the final day of the month following
the end of such calendar quarter, in each case based on a certificate received
by the Global Administrative Agent and the U.S. Lenders from an Authorized
Officer of the Parent pursuant to Section 9.1(k) of the U.S. Credit Agreement;
provided, further, that until the forty-fifth (45th) day following the calendar
quarter ending September 30, 1996, the Debt/Capitalization Ratio shall be
deemed to be "(0.55" for purposes of the definition of Eurodollar Spread and
the calculation of applicable fees.

"Debt Limit Excession" means the condition existing at any time prior to
the Termination Date in which the outstanding principal balance of the
Borrowing Base Debt as of such date exceeds the Global Borrowing Base as of
such date.

"Declining Lender" is defined in Section 2.2.

"Default" means any event described in Article XII.

"Downgrade Condition" shall have the meaning assigned to such term in
the U.S. Credit Agreement (without amendment except as permitted pursuant to
the Intercreditor Agreement).

"EBITDDA" means, for any period for which a determination thereof is to
be made, without duplication, the sum of the amounts for such period of (i)
Consolidated Net Income, (ii) Consolidated Interest Expense, (iii) depreciation
expense and depletion expense, (iv) amortization expense, (v) federal and state
taxes, (vi) other non-cash charges and expenses and (vii) any losses arising
outside of the ordinary course of business which have been included in the
determination of Consolidated Net Income less any gains arising outside of the
ordinary course of business which have been included in the determination of
Consolidated Net Income, all as determined on a consolidated basis for the
Parent and its Consolidated Subsidiaries.

"Engineering Bank" means each of First Chicago and Chase in their
respective capacities as Engineering Banks.

"Environmental Law" means any federal, state, provincial, territorial or
local statute (including for example and without limitation, the Environmental
Protection Act 1986 (WA), Explosives & Dangerous Goods ▇▇▇ ▇▇▇▇ (WA), Mining
Act (WA), Clean Air ▇▇▇ ▇▇▇▇ (NSW), Clean Water ▇▇▇ ▇▇▇▇ (NSW), Noise Control
▇▇▇ ▇▇▇▇ (NSW), Dangerous Goods ▇▇▇ ▇▇▇▇ (NSW), Environmentally Hazardous
Chemicals ▇▇▇ ▇▇▇▇ (NSW), Waste Minimisation & Management ▇▇▇ ▇▇▇▇ (NSW),
Environmental Offenses & ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (▇▇▇), Pollution ▇▇▇ ▇▇▇▇ (NSW),
Environmental Planning & Assessment ▇▇▇ ▇▇▇▇ (NSW) and the Environmental
Protection (Impact of Proposals) Act of 1974 Commonwealth of Australia), or
rule or regulation promulgated thereunder, any judicial or administrative order
or judgment or written administrative request to which the Company or any
Subsidiary is party or any of which are applicable to the Company or any
Subsidiary or the Properties (whether or not by consent), and any provision or
condition of any permit, license or other governmental operating authorization,
relating to (A) protection of the environment, persons or the public welfare
from actual or potential exposure for the effects of exposure to any actual or
potential release, discharge, spill or emission (whether past or present) of,
or regarding the manufacture, processing, production, gathering,
transportation, importation, use, treatment, storage or disposal of, any
chemical, raw material, pollutant, contaminant or toxic, corrosive, hazardous,
or non-hazardous substance or waste, including petroleum; (B) occupational or
public health or safety; or (C) planning.

"Equivalent Amount" in one currency (the "first currency") of an amount
in another currency (the "other currency") means the amount of the first
currency which is required to purchase such amount of the other currency

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at the rate determined on the basis of the Spot Rate of Exchange for the other
currency against the first currency at the time of determination.

"Eurodollar Advance" means a Revolving Advance which bears interest at a
Eurodollar Rate.

"Eurodollar Base Rate" means, with respect to a Eurodollar Advance for
the relevant Interest Period, (a) the rate determined by the Australian
Administrative Agent to be the arithmetic mean of the rates displayed on the
Reuters screen LIBO page for a term equivalent or approximate equivalent to
that Interest Period for the value date which is the first day of that Interest
Period; or (b) if (i) for any reason there are no rates displayed for a term
equivalent or approximate equivalent to that Interest Period or (ii) the basis
on which those rates are displayed is changed and in the opinion of the
Australian Administrative Agent those rates cease to reflect the Australian
Lenders' cost of funding to the same extent as at the date of this Agreement,
then the "Eurodollar Base Rate" will be (x) if all Australian Lenders and the
Company agree to such a rate, the rate determined by the Australian
Administrative Agent to be the appropriate equivalent having regard to
prevailing market conditions, or (y) if no agreement as contemplated in (x)
above is reached by 4:00 p.m. (Sydney time) on the day prior to the first day
of the relevant Interest Period, the rate determined by the Australian
Administrative Agent to be the average of the rates quoted to it by three
leading banks selected by it in the London interbank market at or about 11 a.m.
(London time) two Business Days before that Interest Period for the making of
deposits in U.S. Dollars with other leading banks in the London interbank
market for a term equivalent or approximately equivalent to that Interest
Period. The Eurodollar Base Rate shall be rounded, if not a whole number
multiple of 1/16 of 1%, to the next higher 1/16 of 1%.

"Eurodollar Loan" means a Loan which bears interest at a Eurodollar
Rate.

"Eurodollar Rate" means, with respect to a Eurodollar Loan or Eurodollar
Advance for each day during the relevant Interest Period, the sum of (i) the
Eurodollar Base Rate applicable to that Interest Period plus (ii) the
Eurodollar Spread applicable to that day. The Eurodollar Rate shall be
rounded, if not a whole number multiple of 1/16 of 1%, to the next higher 1/16
of 1%.

"Eurodollar Spread" means, on any date and with respect to each
Eurodollar Advance, the applicable rate per annum set forth in Schedule A based
on the applicable Rating Level and Debt/Capitalization Ratio on such date.

"Excluded Principal Debt" shall have the meaning ascribed to such term
in the U.S. Credit Agreement (without amendment except as permitted pursuant to
the Intercreditor Agreement).

"First Chicago" means The First National Bank of Chicago in its
individual capacity, and its successors and assigns.

"Global Administrative Agent" means The First National Bank of Chicago
or any Affiliate thereof in its capacity as global administrative agent for the
Combined Lenders pursuant to Article XV, and not in its individual capacity as
a U.S. Lender or in its capacity as an Engineering Bank and any successor
Global Administrative Agent appointed pursuant to Article XV.

"Global Borrowing Base" shall have the meaning ascribed to such term in
the U.S. Credit Agreement (without amendment except as permitted pursuant to
the Intercreditor Agreement).

"Global Credit Facility Debt" shall have the meaning ascribed to such
term in the U.S. Credit Agreement (without amendment except as permitted
pursuant to the Intercreditor Agreement).

"Global Effective Date" means a date agreed upon by the Parent, the
Company, the Arrangers, the Australian Administrative Agent and the Global
Administrative Agent as the date on which the conditions precedent set forth in
Section 7.1 of this Agreement have been satisfied.

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"Global Effectiveness Notice" means a notice and certificate of the
Parent and the Company properly executed by an Authorized Officer of each the
Parent and the Company addressed to the Combined Lenders and delivered to the
Global Administrative Agent, in sufficient number of counterparts to provide
one for each Combined Lender and each Agent, whereby the Parent and the Company
certify satisfaction of all the conditions precedent to the effectiveness under
Section 7.1 of this Agreement, under Section 7.1 of the Canadian Credit
Agreement and under Section 7.1 of the U.S. Credit Agreement.

"Global Loan Documents" means the U.S. Loan Documents, the Australian
Loan Documents, the Canadian Loan Documents, the Intercreditor Agreement and
Indemnity Agreements, together with all exhibits, schedules and attachments
thereto, and all other agreements, documents, certificates, financing
statements and instruments from time to time executed and delivered pursuant to
or in connection with any of the foregoing.

"Guaranteed Obligation" means, with respect to any Person as of the time
a determination thereof is to be made (without duplication), (i) any
obligation, contingent or otherwise, of any such Person whether as guarantor,
surety or otherwise with respect to any Indebtedness (other than Indebtedness
for which the Company or any Borrowing Base Subsidiary of the Company is the
primary obligor), and (ii) any obligation to a foreign government or foreign
governmental agency under which such Person must either perform or pay a sum of
money in lieu of performance; provided, however, that any obligation of any
Person which is Indebtedness of the Company or one or more of its Borrowing
Base Subsidiaries shall not be a Guaranteed Obligation of such Person for
purposes of this Agreement; and provided further that obligations pursuant to
any oil, gas and/or mineral lease, farm-out agreement, division order, contract
for the sale, exchange or processing of oil, gas and/or other hydrocarbons,
unitization and pooling declaration and agreement, operating agreement,
development agreement, area of mutual interest agreement, marketing agreement
or arrangement, forward sales of Hydrocarbons and other agreements which are
customary in the oil, gas and other mineral exploration, development and
production business and in the business of processing of gas and gas condensate
production for the extraction of products therefrom are not Guaranteed
Obligations for purposes of this definition.

"Guarantor" means any Subsidiary of the Company which is a guarantor
pursuant to a Guaranty in favor of the Agents and the Australian Lenders
delivered pursuant to Section 9.11.

"Guaranty" means each deed of guaranty delivered pursuant to either
Section 7.1 or Section 9.11, or as required by the definition of "Change of
Control", in each case as such guaranty may from time to time be amended,
supplemented, restated, reaffirmed or otherwise modified.

"Hazardous Material" means (a) any "hazardous substance," as defined by
CERCLA; (b) any "hazardous waste," as defined by the Resource Conservation and
Recovery Act, as amended; (c) any petroleum, crude oil or any fraction thereof;
(d) any hazardous, dangerous or toxic chemical, material, waste or substance
within the meaning of any Environmental Law; (e) any radioactive material,
including any naturally occurring radioactive material, and any source, special
or by-product material as defined in 42 U.S.C. Section 2011 et. seq., and any
amendments or reauthorizations thereof; (f) asbestos-containing materials in
any form or condition; or (g) polychlorinated biphenyls in any form or
condition.

"Highest Lawful Rate" is defined in Section 3.2.

"Hydrocarbon Interests" means leasehold and other interests in or under
leases with respect to property located in Australia and any other countries
acceptable to the Combined Required Lenders, mineral fee interests, production
sharing contracts, overriding royalty and royalty interests, net profit
interests and production payment interests, insofar and only insofar as such
interests relate to Hydrocarbons located in the United States of America,
Canada, Australia and any other countries acceptable to the Combined Required
Lenders, including any reserved or residual interests of whatever nature.

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"Hydrocarbons" means oil, gas and all other liquid or gaseous
hydrocarbons and all products refined therefrom and all other minerals and
substances, including sulfur, geothermal steam, water, carbon dioxide, helium
and any and all other minerals, ores or substances of value and the products
and proceeds therefrom.

"include" or "including" means including without limiting the generality
of any description preceding such terms, and, for purposes of this Agreement
and each other Australian Loan Document, the parties hereto agree that the rule
of ejusdem generis shall not be applicable to limit a general statement, which
is followed by or referable to an enumeration of specific matters, to matters
similar to the matters specifically mentioned.

"Indebtedness" means, with respect to a Person at any time, such
Person's (i) obligations for borrowed money, (ii) obligations representing the
deferred purchase price of property or services, including obligations payable
out of Hydrocarbon production, other than accounts payable arising in the
ordinary course of such Person's business payable on terms customary in the
trade, (iii) obligations, whether or not assumed, secured by Liens (other than
Liens permitted by Section 11.5, clauses (a) through (d) or clauses (f) through
(m)) or payable out of the proceeds of production from property now or
hereafter owned or acquired by such Person, (iv) obligations (other than the
obligations previously described in clauses (i), (ii), or (iii) of this
definition) which are evidenced by notes, bonds, debentures, bankers'
acceptances, or other instruments, (v) Capitalized Lease Obligations, (vi)
liabilities under interest rate swap, exchange, collar or cap agreements and
all other agreements or arrangements designed to protect such Person against
fluctuations in interest rates or currency exchange rates, (vii) net
liabilities under commodity hedge, commodity swap, exchange, collar or cap
agreements, fixed price agreements and all other agreements or arrangements
designed to protect a person against fluctuations in oil or gas prices provided
that, each such contract will be marked-to-market and the gain or loss on each
such contract and any amounts on deposit with any counterparties or exchanges
shall be included in determining such Person's net liability with respect to
such contract, (viii) obligations, contingent or otherwise, relative to the
amount of all letters of credit, whether or not drawn, and (ix) all Guaranteed
Obligations of such Person in respect of any of the foregoing; provided,
however, that "Indebtedness" shall not include any amounts included as deferred
credits on the financial statements of such Person or of a consolidated group
including such Person, determined in accordance with Agreement Accounting
Principles; provided further that for purposes of the foregoing clauses (ii),
(iii) and (ix) and the "other instruments" described in the foregoing clause
(iv), obligations pursuant to any oil, gas and/or mineral lease, farm-out
agreement, division order, contract for the exchange or processing of oil, gas
and/or other hydrocarbons, unitization and pooling declaration and agreement,
operating agreement, development agreement, area of mutual interest agreement,
marketing agreement or arrangement, forward sales of Hydrocarbons, and other
agreements which are customary in the oil, gas and other mineral exploration,
development and production business and in the business of processing of gas
and gas condensate production for the extraction of products therefrom shall
not be Indebtedness.

"Indemnified Person" is defined in Section 14.7.

"Indemnity Agreements" means (i) that certain letter agreement, dated as
of October 31, 1996, among the Company, the Global Administrative Agent, the
Australian Administrative Agent, the Canadian Administrative Agent and the
Combined Lenders, (ii) that certain letter agreement, dated as of October 31,
1996, among the Canadian Borrower, the Global Administrative Agent the
Australian Administrative Agent, the Canadian Administrative Agent and the
Combined Lenders, and (iii) that certain letter agreement, dated as of October
31, 1996, among the Parent, the Global Administrative Agent, the Australian
Administrative Agent, the Canadian Administrative Agent and the Combined
Lenders, each in form and substance acceptable to the Agents and the Arrangers,
as each may be amended, supplemented, restated or otherwise modified from time
to time.

"Intercreditor Agreement" means that certain Intercreditor Agreement of
even date herewith among the Global Administrative Agent, the Co-Agent (as
defined in the U.S. Credit Agreement), the Canadian Administrative Agent, the
Australian Administrative Agent, the Arrangers and the Combined Lenders, in
form and substance acceptable to the Agents and the Arrangers, as it may be
amended, supplemented, restated or otherwise modified and in effect from time
to time.

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"Interest Period" means, with respect to a Eurodollar Advance, a period
of one (1), two (2), three (3) or six (6) months commencing on a Business Day
selected by the Company pursuant to this Agreement. Such Interest Period shall
end on (but exclude) the day which corresponds numerically to such date one
(1), two (2), three (3) or six (6) thereafter, provided, however, that if there
is no such numerically corresponding day in such next, second, third or sixth
succeeding month, such Eurodollar Interest Period shall end on the last
Business Day of such next, second or third succeeding month. If an Interest
Period would otherwise end on a day which is not a Business Day, such Interest
Period shall end on the next succeeding Business Day; provided, however, that
if said next succeeding Business Day falls in the next month, such Interest
Period shall end on the immediately preceding Business Day.

"Investment" means, with respect to any Person, any loan, advance,
extension of credit (excluding accounts receivable arising in the ordinary
course of business on terms customary in the trade) or contribution of capital
by such Person to any other Person or any investment in, or purchase or other
acquisition of, the stock, notes, debentures or other securities of any other
Person made by such Person. The amount of any Investment shall be the original
principal or capital amount thereof less all returns of principal or equity
thereon (and without adjustment by reason of the financial condition of such
other Person) and shall, if made by the transfer or exchange of property other
than cash, be deemed to have been made in an original principal or capital
amount equal to the fair market value of such property.

"Judgment Currency" is defined in Section 6.9(b).

"Lending Installation" means any office, branch, subsidiary or affiliate
of any Australian Lender or the Australian Administrative Agent.

"Lien" means any interest in assets or property securing an obligation
owed to, or a claim by, a Person other than the owner of the asset or property,
whether such interest is based on the common law, statute or contract, and
whether such obligation or claim is fixed or contingent, and including any
security interest, mortgage, pledge, lien, claim, charge, encumbrance, contract
for deed, installment sales contract, production payment, lessor's interest
under a Capitalized Lease or analogous instrument, in, of or on any Person's
assets or properties in favor of any other Person.

"Loan" means, with respect to a Australian Lender, a revolving loan made
by such Australian Lender pursuant to Sections 2.1 and 3.3 as the result of a
Borrowing Notice from the Company requesting an Advance.

"Material Adverse Effect" means with respect to any matter that such
matter (i) could reasonably be expected to materially and adversely affect the
assets, business, properties, condition (financial or otherwise), prospects, or
results of operations of the Company and its Subsidiaries, taken as a whole, or
the value or condition of the Properties taken as a whole, or the ability of
the Company or any Subsidiary of the Company which is a party to a Australian
Loan Document to perform its respective obligations under any of the Australian
Loan Documents to which it is party, or (ii) has been brought by or before any
court or arbitrator or any governmental body, agency or official, and draws
into question or otherwise has or reasonably could be expected to have a
material adverse effect on the validity or enforceability of any material
provision of any Australian Loan Document against any obligor party thereto or
the rights, remedies and benefits available to the Agents and the Australian
Lenders under the Australian Loan Documents, respectively.

"Moody's" means ▇▇▇▇▇'▇ Investors Service, Inc. and any successor
thereto that is a nationally-recognized rating agency.

"1996 Engineers' Report" means those certain Supplemental Reserve
Reports as of January 1, 1996 of the Parent's engineers, ▇▇▇▇▇ ▇▇▇▇▇ Company
Petroleum Engineers, dated as of April 16, 1996, with respect to the
Properties, copies of which have been delivered to the Global Administrative
Agent, the Australian Administrative Agent and each of the Australian Lenders.

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"Non-Borrowing Base Subsidiary" means, at any time, any Subsidiary of
the Company which is not a Borrowing Base Subsidiary.

"Note" means a promissory note in substantially the form of Exhibit A
hereto (with appropriate insertions and deletions), duly executed and delivered
to the Australian Administrative Agent by the Company and payable to the order
of a Australian Lender in the amount of its Commitment, including any
amendment, modification, renewal or replacement of such promissory note.

"Notice of Substitution" is defined in Section 17.3(b).

"Obligations" means all unpaid principal of and accrued and unpaid
interest on the Notes, all accrued and unpaid facility fees, and all other
obligations of the Company or any Subsidiary to any Australian Lender or any
Agent, whether or not contingent, arising under or in connection with any of
the Australian Loan Documents, and all obligations in respect of any interest
rate swap or interest rate cap or collar agreement or other interest rate
hedging agreement entered into by the Company or any Subsidiary with any
Australian Lender.

"or" as used in this Agreement is not exclusive.

"Original Termination Date" means October 31, 2001.

"Other Currency" is defined in Section 6.9(a).

"Parent" means Apache Corporation, a corporation organized under the
laws of the State of Delaware.

"Parent's Engineers' Report" shall have the meaning ascribed to
"Company's Engineers' Report" in the U.S. Credit Agreement (without amendment
except as permitted pursuant to the Intercreditor Agreement).

"Participant" is defined in Section 17.2(a).

"Payment Date" means the second day of January and the first day of each
April, July and October of each calendar year, commencing January 2, 1997.

"Person" means any corporation, limited liability company, natural
person, firm, joint venture, partnership, trust, unincorporated organization,
enterprise, government or any department or agency of any government.

"Projections" means the Parent's Operations and Financial Summary Data
consisting of the Company Case dated April 19, 1996 and the Liquidating Case
dated April 19, 1996.

"Properties" shall have the meaning ascribed to such term in the U.S.
Credit Agreement (without amendment except as permitted pursuant to the
Intercreditor Agreement).

"Purchaser" is defined in Section 17.3(a).

"Qualified Long Term Rating" means in respect of any Person, a Person
which has senior, unsecured long-term debt rated either A- or higher by S&P or
A(3) or higher by ▇▇▇▇▇'▇.

"Rating Level" shall have the meaning ascribed to such term in the U.S.
Credit Agreement (without amendment except as permitted pursuant to the
Intercreditor Agreement).

"Reference Lenders" means First Chicago and Chase.

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"Regulation U" means any of Regulations G, T, U or X of the Board of
Governors of the Federal Reserve System from time to time in effect and shall
include any successor or other regulations or official interpretations of said
Board of Governors or any successor Person relating to the extension of credit
for the purpose of purchasing or carrying margin stocks applicable to member
banks of the Federal Reserve System or any successor Person.

"Release" means a "release," as such term is defined in CERCLA.

"Replacement Lender" is defined in Section 2.2.

"Required Lenders" means, as of any date of determination, Australian
Lenders having in the aggregate at least 66-2/3% of the Aggregate Commitment
or, if the Aggregate Commitment has been terminated, Australian Lenders holding
at least 66-2/3% of the then outstanding principal amount of the Loans.

"Revolving Advance" means a borrowing hereunder consisting of the
aggregate amount of the several Loans made by the Australian Lenders or any of
them to the Company on the same Borrowing Date for the same Interest Period.

"S&P" means Standard & Poor's Ratings Service and any successor thereto
that is a nationally-recognized rating agency.

"Sale" means any sale, transfer, assignment, lease, conveyance,
exchange, swap or other disposition.

"Schedules" means Schedules A, 8.8, 11.1 and 11.10 hereto.

"Solvent" means, with respect to any Person at any time, a condition
under which

(a) the fair saleable value of such Person's assets is, on the
date of determination, greater than the total amount of such Person's
liabilities (including contingent and unliquidated liabilities) at such
time;

(b) such Person is able to pay all of its debts as and when
they become due and payable; and

For purposes of this definition (i) the amount of a Person's contingent or
unliquidated liabilities at any time shall be that amount which, in light of
all the facts and circumstances then existing, represents the amount which can
reasonably be expected to become an actual or matured liability; (ii) the "fair
saleable value" of an asset shall be the amount which may be realized within a
reasonable time either through collection or sale of such asset at its regular
market value; and (iii) the "regular market value" of an asset shall be the
amount which a capable and diligent business person could obtain for such asset
from an interested buyer who is willing to purchase such asset under ordinary
selling conditions.

"Spot Rate of Exchange" means, on any date, the Australian
Administrative Agent's rate of exchange between two currencies at or about noon
(Sydney time) on that day for value on the Second Business Day after that date.

"Subsidiary" means, with respect to any Person, any other Person more
than 50% of the outstanding voting securities of which shall at the time be
owned or controlled, directly or indirectly, by such Person; provided, that
with respect to the Company, Subsidiaries shall include any Person more than
50% of the outstanding voting

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securities of which shall at the time be owned or controlled, directly or
indirectly, by the Company or by one or more Subsidiaries or by the Company and
one or more Subsidiaries.

"Substitution Certificate" means a certificate executed by a retiring
Australian Lender and a substituting Australian Lender pursuant to Section 17.3
substantially in the form of Exhibit D hereto.

"Termination Date" means the Original Termination Date, or such other
later date as may result from any extension requested by the Company and
consented to by the Australian Lenders pursuant to Section 2.2.

"Transferee" is defined in Section 17.4.

"United States" or "U.S." means the United States of America, its fifty
states and the District of Columbia.

"Unmatured Default" means an event which but for the lapse of time or
the giving of notice, or both, would constitute a Default.

"U.S. Commitments" has the meaning of the term "Aggregate Commitment" as
defined in the U.S. Credit Agreement.

"U.S. Credit Agreement" means that certain Fourth Amended and Restated
Credit Agreement of even date herewith among the Parent, the U.S. Lenders, The
First National Bank of Chicago, as Global Administrative Agent, the Chase
Manhattan Bank, as Co-Agent, First Chicago Capital Markets, Inc., as Arranger,
and Chase Securities Inc., as Arranger, as it may be amended, supplemented,
restated or otherwise modified from time to time.

"U.S. Lenders" means the financial institutions listed on the signature
pages of the U.S. Credit Agreement and their respective successors and assigns.

"U.S. Loan Documents" means the U.S. Credit Agreement, any notes, any
guaranties, any assignment agreements, the agreement with respect to fees, the
Intercreditor Agreement and the Indemnity Agreements, together with all
exhibits, schedules and attachments thereto, and all other agreements,
documents, certificates, financing statements and instruments from time to time
executed and delivered pursuant to or in connection with any of the foregoing.

1.2. Use of Defined Terms. Unless otherwise defined or the context
otherwise requires, terms for which meanings are provided in this Agreement
shall have such meanings when used in each Schedule and Exhibit hereto and in
each Note, Borrowing Notice, Continuation Notice, Australian Loan Document,
notice and other communication delivered from time to time in connection with
this Agreement or any other Australian Loan Document.

1.3. Cross References. Unless otherwise specified, references in this
Agreement and in each other Australian Loan Document to any Article, Section,
Exhibit or Schedule are references to such Article or Section of or Schedule or
Exhibit to this Agreement or such other Australian Loan Document, as the case
may be, and, unless otherwise specified, references in any Article, Section or
definition to any clause are references to such clause of such Article, Section
or definition.

1.4. Accounting and Financial Determination. Unless otherwise
specified, all accounting terms used herein or in any other Australian Loan
Document shall be interpreted, all accounting determinations and computations
hereunder or thereunder, and all financial statements required to be delivered
hereunder or thereunder, shall be prepared in accordance with, the Agreement
Accounting Principles.

1.5. Currency References. Unless otherwise specified herein, all
dollar amounts expressed herein shall refer to U.S. Dollars. Except as
otherwise herein specified, for purposes of calculating compliance with the

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terms of this Agreement and the other Australian Loan Documents (including for
purposes of calculating compliance with the covenants), any other obligation or
calculation shall be converted to its Equivalent Amount in U.S. Dollars.

ARTICLE II

THE FACILITY

2.1. The Facility.

(a) Description of Facility. On the terms and subject to the
conditions set forth in this Agreement (including satisfaction of the
conditions precedent set forth in Article VII), the Australian Lenders grant to
the Company a revolving credit facility pursuant to which, and upon the terms
and conditions herein set out, each Australian Lender severally agrees to make
Loans to the Company in accordance with this Section and Article III. Apache
Energy Limited and Apache Oil Australia shall be jointly and severally liable
for all Obligations under this Agreement and the other Australian Loan
Documents.

(b) Facility Amount. In no event may the aggregate principal amount
of all outstanding Loans exceed the lesser of the Aggregate Commitment or the
Global Borrowing Base and no Australian Lender shall be obligated to make any
Loan hereunder if, after giving effect to such Loan, the sum of the aggregate
outstanding principal amount of all Borrowing Base Debt would exceed the Global
Borrowing Base; provided that if the Company shall have requested an Advance
the proceeds of which will be used to repay outstanding Borrowing Base Debt and
so long as no Default or Unmatured Default shall have occurred and be
continuing, then, with respect to the calculations set forth in this
subsection, such Advance shall not be included within the amount of outstanding
Loans and outstanding Borrowing Base Debt until 5:00 p.m. (U.S. Central Time
("Central Time")) on the day of such Advance; provided, further, that the
continuation of any Eurodollar Loan as a Eurodollar Loan with an Interest
Period of one month or any such shorter period permitted pursuant to the
following proviso shall not be deemed to be a borrowing of a Loan for purposes
of this subsection or an Advance during the applicable period provided in
Section 4.1(a) for the Company to make a mandatory payments because of a Debt
Limit Excession; provided, further, that, upon the request of the Company for
the continuation of a Eurodollar Loan as a Eurodollar Loan with an Interest
Period of less than one month, the Australian Administrative Agent, after
obtaining the consent of the Australian Lenders, will use reasonable efforts to
continue such a Eurodollar Loan as a Eurodollar Loan of the requested duration.

(c) All Loans. Subject to the terms and conditions of this
Agreement, the Company may borrow, repay and reborrow all Loans made under this
Agreement in U.S. Dollars at any time prior to the Termination Date. The
obligations of the Australian Lenders to make Loans shall cease on the
Termination Date, and any and all Loans outstanding on such date shall be due
and payable on such date.

(d) Revolving Advances. Each Revolving Advance hereunder shall
consist of borrowings made from the several Australian Lenders ratably in
proportion to the amounts of their respective Commitments.

2.2. Extension of Termination Date and of Aggregate Commitment.

(a) Subject to the other provisions of this Agreement, the Aggregate
Commitment shall be effective for an initial period from the Global Effective
Date to the Original Termination Date; provided that the Termination Date, and
concomitantly the Aggregate Commitment, may be extended for successive one year
periods expiring on the date which is one (1) year from the then scheduled
Termination Date. If the Company shall request in an Annual Certificate of
Extension delivered to the Global Administrative Agent and the Australian
Administrative Agent concurrently with delivery by the Parent under the U.S.
Credit Agreement of the Approved Engineers' Report delivered prior to the then
scheduled Termination Date that the Termination Date be extended for one year
from the then scheduled Termination Date, then the Australian Administrative
Agent shall promptly notify each Australian

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Lender of such request and each Australian Lender shall notify the Australian
Administrative Agent, no later than the next date by which each Australian
Lender is required, pursuant to Section 2.3(a) of the U.S. Credit Agreement, to
approve or disapprove the Engineering Banks' determination of the Global
Borrowing Base, and whether such Australian Lender, in the exercise of its sole
discretion, will extend the Termination Date for such one year period. Any
Australian Lender which shall not timely notify the Australian Administrative
Agent whether it will extend the Termination Date shall be deemed to not have
agreed to extend the Termination Date. No Australian Lender shall have any
obligation whatsoever to agree to extend the Termination Date. Any agreement
to extend the Termination Date by any Australian Lender shall be irrevocable,
except as provided in Section 2.2(c).

(b) If all the Australian Lenders notify the Australian
Administrative Agent pursuant to clause (a) of this Section 2.2 of their
agreement to extend the Termination Date, then the Australian Administrative
Agent shall so notify the Global Administrative Agent, each Australian Lender
and the Company, and such extension shall be effective without other or further
action by any party hereto for such additional one year period.

(c) If Australian Lenders constituting at least the Required Lenders
approve the extension of the then scheduled Termination Date (such Australian
Lenders agreeing to extend the Termination Date herein called the "Accepting
Lenders"), and if one or more of the Australian Lenders shall notify, or be
deemed to notify, the Australian Administrative Agent pursuant to clause (a) of
this Section 2.2 that they will not extend the then scheduled Termination Date
(such Australian Lenders herein called the "Declining Lenders"), then (A) the
Australian Administrative Agent shall promptly so notify the Company and the
Accepting Lenders, (B) the Accepting Lenders shall, upon the Company's election
to extend the then scheduled Termination Date in accordance with clause (i) or
(ii) below, extend the then scheduled Termination Date and (C) the Company
shall pursuant to a notice delivered to the Global Administrative Agent, the
Australian Administrative Agent, the Accepting Lenders and the Declining
Lenders, no later than the tenth day following the date by which each
Australian Lender is required, pursuant to Section 2.2(a), to approve or
disapprove the requested extension of the Aggregate Commitment, either:

(i) elect to extend the Termination Date with respect to the
Accepting Lenders and direct the Declining Lenders to terminate their
Commitments, which termination shall become effective on the date which
would have been the Termination Date except for the operation of this
Section 2.2. On such date, (x) the Company shall deliver a notice of
the effectiveness of such termination to the Declining Lenders with a
copy to the Global Administrative Agent and the Australian
Administrative Agent and (y) the Company shall pay in full in
immediately available funds all Obligations of the Company owing to the
Declining Lenders and (z) upon the occurrence of the events set forth in
clauses (x) and (y), the Declining Lenders shall each cease to be a
Australian Lender hereunder for all purposes, other than for purposes of
Article VI, Section 14.7 and the Indemnity Agreement, and shall cease to
have any obligations or any Commitment hereunder, other than to the
Agents pursuant to Section 15.8, and the Australian Administrative Agent
shall promptly notify the Accepting Lenders, the Global Administrative
Agent and the Company of the new Aggregate Commitment; or

(ii) elect to extend the Termination Date with respect to the
Accepting Lenders and, prior to or no later than the then scheduled
Termination Date, (A) to replace one or more of the Declining Lender or
Declining Lenders with another lender or lenders reasonably acceptable
to the Australian Administrative Agent and the Global Administrative
Agent (such lenders herein called the "Replacement Lenders") and (B) the
Company shall pay in full in immediately available funds all Obligations
of the Company owing to the Declining Lenders which are not being
replaced, as provided in clause (i) above; provided that (x) the
Replacement Lender or Replacement Lenders shall purchase, and the
Declining Lender or Declining Lenders shall sell, the Notes of the
Declining Lender or Declining Lenders being replaced and the Declining
Lender's or Declining Lenders' rights hereunder without recourse or
expense to, or warranty by, such Declining Lender or Declining Lenders
being replaced for a purchase price equal to the aggregate outstanding
principal amount of the Note or Notes payable to such Declining Lender
or Declining Lenders plus any accrued but unpaid interest on such Note
or Notes and accrued but unpaid fees

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in respect of such Declining Lender's or Declining Lenders' Loans and
Commitments hereunder, and (y) all obligations of the Company owing
under or in connection with this Agreement to the Declining Lender or
Declining Lenders being replaced (including, without limitation, such
increased costs, breakage fees payable under Section 6.3 and all other
costs and expenses payable to each such Declining Lender) shall be paid
in full in immediately available funds to such Declining Lender or
Declining Lenders concurrently with such replacement, and (z) upon the
payment of such amounts referred to in clauses (x) and (y), the
Replacement Lender or Replacement Lenders shall each constitute an
Australian Lender hereunder and the Declining Lender or Declining
Lenders being so replaced shall no longer constitute an Australian
Lender (other than for purposes of Article VI, Section 14.7 and the
Indemnity Agreement), and shall no longer have any obligations
hereunder, other than to the Agents pursuant to Section 15.8; or

(iii) elect to revoke and cancel the extension request in such
Annual Certificate of Extension by giving notice of such revocation and
cancellation to the Global Administrative Agent and the Australian
Administrative Agent (which shall promptly notify the Australian Lenders
thereof) no later than the tenth day following the date by which each
Australian Lender is required, pursuant to Section 2.2(a), to approve or
disapprove the requested extension of the Termination Date, and
concomitantly the Aggregate Commitment.

If the Company fails to timely provide the election notice referred to
in this clause(c), the Company shall be deemed to have revoked and cancelled
the extension request in the Annual Certificate of Extension and to have
elected not to extend the Termination Date, and the concomitant Aggregate
Commitment, with respect to the Accepting Lenders, and, on the then scheduled
Termination Date, the Company shall repay in full all Obligations under the
Australian Loan Documents.

2.3. [Intentionally Omitted].

2.4. Facility Fee; Other Fees.

(a) Facility Fee. The Company agrees to pay to the Australian
Administrative Agent for the account of each Australian Lender a facility fee
for the period from (and including) the date hereof to the Termination Date, at
the applicable rates per annum set forth in Schedule A based on the applicable
Rating Level on such Australian Lender's ratable portion of the Aggregate
Commitment as in effect from time to time.

Facility fees accruing pursuant to this Section 2.4(a) shall be payable in
arrears on each Payment Date hereafter and on the Termination Date. The
effective date for any change in the Facility Fees accruing pursuant to this
Section 2.4(a) shall be any date on which a change in the applicable Rating
Level occurs.

(b) Agents' Fees. The Company shall pay to each Agent for its own
respective account such fees in connection with this Agreement as previously
have been agreed in writings between the Company and any such Agent (as such
writings may hereafter be amended, supplemented, restated or otherwise modified
and in effect).

ARTICLE III

BORROWING; ETC.

3.1. Method of Borrowing. Not later than 2:00 p.m. (New York time) on
each Borrowing Date for Loans, each Australian Lender shall make available its
Loan or Loans, in funds immediately available, to the Australian Administrative
Agent by transferring or depositing such funds to the bank or account which the
Australian Administrative Agent may specify in writing for that purpose from
time to time. The Australian Administrative Agent will make the funds so
received from the Australian Lenders with respect to Loans available to the
Company

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by transferring or depositing such funds to the bank or account in Sydney or
outside of Australia which the Company may specify in writing for that purpose.

3.2. Maximum Interest. It is the intention of the parties hereto to
conform strictly to applicable interest, usury and criminal laws and, anything
herein to the contrary notwithstanding, the obligations of the Company to an
Australian Lender or any Agent under this Agreement shall be subject to the
limitation that payments of interest shall not be required to the extent that
receipt thereof would be contrary to provisions of law applicable to such
Australian Lender or Agent limiting rates of interest which may be charged or
collected by such Australian Lender or Agent. Accordingly, if the transactions
contemplated hereby would be illegal, unenforceable, usurious or criminal under
laws applicable to an Australian Lender or Agent (including the laws of any
jurisdiction whose laws may be mandatorily applicable to such Australian Lender
or Agent notwithstanding anything to the contrary in this Agreement or any
other Australian Loan Document but subject to Section 3.8 hereof) then, in that
event, notwithstanding anything to the contrary in this Agreement or any other
Australian Loan Document, it is agreed as follows:

(a) the provisions of this Section 3.2 shall govern and
control;

(b) the aggregate of all consideration which constitutes
interest under applicable law that is contracted for, taken, reserved,
charged or received under this Agreement, or under any of the other
aforesaid agreements or otherwise in connection with this Agreement by
such Australian Lender or Agent shall under no circumstances exceed the
maximum amount of interest allowed by applicable law (such maximum
lawful interest rate, if any, with respect to each Australian Lender and
the Agent herein called the "Highest Lawful Rate"), and any excess shall
be cancelled automatically and if theretofore paid shall be credited to
the Company by such Australian Lender or Agent (or, if such
consideration shall have been paid in full, such excess refunded to the
Company);

(c) all sums paid, or agreed to be paid, to such Australian
Lender or Agent for the use, forbearance and detention of the
indebtedness of the Company to such Australian Lender or Agent hereunder
or under any Australian Loan Document shall, to the extent permitted by
laws applicable to such Australian Lender or Agent, as the case may be,
be amortized, prorated, allocated and spread throughout the full term of
such indebtedness until payment in full so that the actual rate of
interest is uniform throughout the full term thereof;

(d) if at any time the interest provided pursuant to this
Section 3.2 or any other clause of this Agreement or any other
Australian Loan Document, together with any other fees or compensation
payable pursuant to this Agreement or any other Australian Loan Document
and deemed interest under laws applicable to such Australian Lender or
Agent, exceeds that amount which would have accrued at the Highest
Lawful Rate, the amount of interest and any such fees or compensation to
accrue to such Australian Lender or Agent pursuant to this Agreement
shall be limited, notwithstanding anything to the contrary in this
Agreement or any other Australian Loan Document, to that amount which
would have accrued at the Highest Lawful Rate, but any subsequent
reductions, as applicable, shall not reduce the interest to accrue to
such Australian Lender or Agent pursuant to this Agreement below the
Highest Lawful Rate until the total amount of interest accrued pursuant
to this Agreement or such other Australian Loan Document, as the case
may be, and such fees or compensation deemed to be interest equals the
amount of interest which would have accrued to such Australian Lender or
Agent if a varying rate per annum equal to the interest provided
pursuant to any other relevant Section hereof (other than this Section
3.2), as applicable, had at all times been in effect, plus the amount of
fees which would have been received but for the effect of this Section
3.2; and

(e) with the intent that the rate of interest herein shall at
all times be lawful, and if the receipt of any funds owing hereunder or
under any other agreement related hereto (including any of the other
Australian Loan Documents) by such Australian Lender or Agent would
cause such Australian Lender

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to charge the Company a criminal rate of interest, the Australian
Lenders and the Agents agree that they will not require the payment or
receipt thereof or a portion thereof which would cause a criminal rate
of interest to be charged by such Australian Lender or Agent, as
applicable, and if received such affected Australian Lender or Agent
will return such funds to the Company so that the rate of interest paid
by the Company shall not exceed a criminal rate of interest from the
date this Agreement was entered into.

3.3. Method of Selecting Interest Periods for Loans. The Company
shall select the Interest Period applicable to each Revolving Advance from time
to time. The Company shall give the Australian Administrative Agent
irrevocable notice (a "Borrowing Notice") not later than noon (Sydney time) at
least three (3) Business Days before the Borrowing Date for each Eurodollar
Advance, specifying:

(i) that the Borrowing Notice is delivered under this
Agreement,

(ii) the Borrowing Date, which shall be a Business Day, of such
Revolving Advance,

(iii) the aggregate amount of such Revolving Advance,

(iv) the Interest Period applicable thereto, and

(v) an account or accounts in Sydney or outside of Australia
for payment of the Advance previously designated to the Australian
Administrative Agent by a written notice executed by an Authorized
Officer of each of Apache Energy Limited and Apache Oil Australia.

Each Eurodollar Advance shall bear interest from and including the first day of
the Interest Period applicable thereto to (but not including) the last day of
such Interest Period at the interest rate determined from time to time as
applicable to such Eurodollar Advance. The Company shall select Interest
Periods with respect to Eurodollar Advances so that it is not necessary to pay
a Eurodollar Advance prior to the last day of the applicable Interest Period in
order to make the mandatory repayment on the Termination Date.

3.4. [Intentionally Omitted].

3.5. Minimum Amount of Each Advance. Each requested Advance shall be
in the minimum amount of $5,000,000 (and in multiples of $1,000,000 if in
excess thereof). No more than seven (7) Advances will be outstanding under
this Agreement at any time.

3.6. Continuation Elections. By providing a Continuation Notice to
the Australian Administrative Agent on or before noon (Sydney time) on a
Business Day, the Company may from time to time irrevocably elect, on not less
than three nor more than five Business Days' notice, that all, or any portion
in an aggregate minimum amount of $5,000,000 and an integral multiple of
$1,000,000 or the remaining balance of any Loans be continued as Eurodollar
Loans (in the absence of delivery of a Continuation Notice with respect to any
Eurodollar Loan at least three Business Days before the last day of the then
current Interest Period with respect thereto, such Eurodollar Loan shall, on
such last day, automatically continue as a Eurodollar Loan with an Interest
Period of one month.

3.7. Telephonic Notices. The Company hereby authorizes the Australian
Lenders and the Australian Administrative Agent to extend Advances based on
telephonic notices made by any Person or Persons the Australian Administrative
Agent or any Australian Lender in good faith believes to be acting on behalf of
the Company. The Company agrees to deliver promptly to the Australian
Administrative Agent a written confirmation of each telephonic notice signed by
an Authorized Officer. If the written confirmation differs in any material
respect from the action taken by the Australian Administrative Agent and the
Australian Lenders, the records of the Australian Administrative Agent and the
Australian Lenders shall govern absent manifest error.

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3.8. Rate after Maturity. Any Advance not paid at maturity, whether
by acceleration or otherwise, shall bear interest for the remainder of the
applicable Interest Period, at the rate (including the Eurodollar Spread)
otherwise applicable to such Interest Period plus 2% per annum.

3.9. Interest Payment Dates; Determination of Interest and Fees.

(a) Interest Payment Dates. Interest accrued on each Eurodollar
Advance shall be payable on the last day of its applicable Interest Period and
on any date on which such Eurodollar Advance is prepaid, whether due to
acceleration or otherwise. Interest accrued on each Eurodollar Advance having
an Interest Period longer than three (3) months shall also be payable on the
last day of each three-month interval during such Interest Period.

(b) Determination of Interest and Fees. Facility fees shall be
calculated for actual days elapsed on the basis of a 365- or, if applicable,
366-day year, and all other interest and fees shall be calculated for actual
days elapsed on the basis of a 360-day year. Any change in the Eurodollar
Spread attributable to a change in the Debt/Capitalization Ratio, if any, shall
be effective on the forty-fifth (45th) day following the end of the calendar
quarter in which occurred a change in Debt/Capitalization Ratio. Any change in
the Eurodollar Spread attributable to a change in the Company's applicable
Rating Level, if any, shall be effective on the same day as such change in the
Company's applicable Rating Level.

3.10. Notification of Advances, Interest Rates, Prepayments and
Commitment Reductions. Promptly after receipt thereof, the Australian
Administrative Agent will notify each Australian Lender of the contents of each
commitment reduction notice (pursuant to Section 4.5), Borrowing Notice,
Continuation Notice, and repayment notice received by it hereunder. The
Australian Administrative Agent will notify each Australian Lender of the
Eurodollar Rate applicable to each Eurodollar Advance promptly upon
determination of such Eurodollar Rate.

3.11. Non-Receipt of Funds by the Australian Administrative Agent.
Unless the Company or an Australian Lender, as the case may be, notifies the
Australian Administrative Agent prior to the date on which it is scheduled to
make payment to the Australian Administrative Agent of (i) in the case of an
Australian Lender, the proceeds of a Loan or (ii) in the case of the Company, a
payment of principal, interest, fees or other amounts to the Australian
Administrative Agent for the account of the Australian Lenders or any Agent,
that it does not intend to make such payment, the Australian Administrative
Agent may assume that such payment has been made. The Australian
Administrative Agent may, but shall not be obligated to, make the amount of
such payment available to the intended recipient in reliance upon such
assumption. If such Australian Lender or the Company, as the case may be, has
not in fact made such payment to the Australian Administrative Agent, the
recipient of such payment shall, on demand by the Australian Administrative
Agent, repay to the Australian Administrative Agent the amount so made
available together with interest thereon in respect of each day during the
period commencing on the date such amount was so made available by the
Australian Administrative Agent until the date the Australian Administrative
Agent recovers such amount at a rate per annum equal to (i) in the case of
payment by an Australian Lender, a rate determined by the Australian
Administrative Agent, in line with its usual practice, for advances of similar
duration to financial institutions of the standing of the Australian Lender or
(ii) in the case of payment by the Company, the interest rate applicable to the
relevant Loan or, in the case of payments in respect of interest, fees or other
amounts, at a rate equal to the Australian Administrative Agent's cost of
funding such payments of interest, fees or other amounts.

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ARTICLE IV

MANDATORY PAYMENTS; REDUCTIONS OF COMMITMENTS; ETC.

4.1. Mandatory Prepayments.

(a) Mandatory Prepayments. To the extent that other payments have
not been made to remedy the conditions described below, the Company shall:

(i) if a Debt Limit Excession has occurred and is continuing, within
120 days, unless otherwise provided below, and prior to any
payment (other than any scheduled payment) of any other Borrowing
Base Debt make a mandatory prepayment on the Loans in an amount
equal to the amount necessary to eliminate any such Debt Limit
Excession together with all interest accrued on the amount of
such prepayment to the date thereof;

(ii) in the event that the issuance, assumption or creation of
Borrowing Base Debt on any day which would cause a Debt Limit
Excession effective as of 5:00 p.m. (Central Time) on such day,
immediately, and in any event before 5:00 p.m. (Central Time), on
such day make a mandatory prepayment on the Loans in an amount
equal to the lesser of (x) the amount which would be necessary to
eliminate such a Debt Limit Excession or (y) the aggregate
principal amount of such Borrowing Base Debt issued, assumed or
created on such day; and

(iii) upon the consummation of any Sale of any Property or any
Borrowing Base Subsidiary of the Parent constituting (and
designated by the Parent in a notice to the Global Administrative
Agent as constituting) a permitted Sale under clause (iii) or
(iv) of Section 11.3 of the U.S. Credit Agreement which results
in a Debt Limit Excession, promptly, and in any event within
three (3) Business Days thereof, make a mandatory prepayment on
the Loans in the amount necessary to eliminate such Debt Limit
Excession.

Notwithstanding that the Company shall have the period in which to make any
mandatory prepayment specified in this Section 4.1(a), (i) the Company shall
not be entitled to borrow Loans during such period except as provided under
Section 2.1(b) and (ii) the Company shall make all other prepayments and
payments required under or in connection with this Agreement; provided, that
for purposes of the foregoing provisions of this sentence the continuation of
any Eurodollar Loan as a Eurodollar Loan with an Interest period of one month
or any such shorter period permitted pursuant to the following proviso during
such period shall be deemed not to be the borrowing of a Loan; provided,
further, that, upon the request of the Company for the continuation of a
Eurodollar Loan as a Eurodollar Loan with an Interest Period of less than one
month, the Australian Administrative Agent, after obtaining the consent of the
Australian lenders, will use reasonable efforts to continue such a Eurodollar
Loan as a Eurodollar Loan of the requested duration.

(b) Application of Mandatory Prepayments. Each mandatory prepayment
made under this Section 4.1 shall be applied (i) first, ratably among the
Australian Lenders with respect to any principal and interest due in connection
with Loans and (ii) second, after all amounts described in clause (i) have been
satisfied, ratably to any other Obligations then due.

4.2. Voluntary Prepayments. The Company may from time to time, at its
option, prepay outstanding Advances, upon three (3) Business Days' prior notice
to the Australian Administrative Agent; provided that each such prepayment
shall be in a minimum aggregate amount of $5,000,000 or any integral multiple
of $1,000,000 in excess thereof without penalty or premium, except that if such
prepayment of a Eurodollar Loan occurs prior to a last day of any applicable
Interest Period, the Company shall also pay the amount specified in Section 6.3
at the time of such prepayment. Such prepayments shall be applied, at the
Company's option, against outstanding Loans and against installments or amounts
due on account thereof in such order of application as the Company shall
direct; provided, that if the Company fails to direct an order of application
at or prior to the time of such notice of prepayment, then such

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prepayments shall be applied (i) first, ratably among the Australian Lenders
with respect to any principal and interest due in connection with Loans and
(ii) second, after all amounts described in clause (i) have been satisfied,
ratably to any other Obligations then due; provided, further, that if, at the
time of any such prepayment, any Default shall have occurred and shall be
continuing, then the holders of the Obligations shall share such prepayment on
a pro rata basis, based on the respective amount of Obligations owing to each
such holder (whether or not matured and currently payable and whether
consisting of principal, accrued interest, fees, expenses, indemnities or other
types of Obligations) as of the date of occurrence of such Default.

4.3. Method of Payment. All payments of principal, interest, and fees
hereunder shall be made by 1:00 p.m. (New York time) on the date when due in
immediately available funds to the Australian Administrative Agent to the
account or bank in Sydney or outside of Australia the Australian Administrative
Agent may nominate in writing from time to time for that purpose and shall be
applied (i) first, ratably among the Australian Lenders with respect to any
principal and interest due in connection with Loans and (ii) second, after all
amounts described in clause (i) have been satisfied, ratably to any other
Obligations then due; provided, however, that, if, at the time of any such
payment, any Default shall have occurred and shall be continuing, then the
holders of the Obligations shall share such payment on a pro rata basis, based
on the respective amount of Obligations owing to each such holder (whether or
not matured and currently payable and whether consisting of principal, accrued
interest, fees, expenses, indemnities or other types of Obligations) as of the
date of occurrence of such Default. As between the Company and any Australian
Lender, the timely receipt of any payment by the Australian Administrative
Agent from the Company for the account of such Australian Lender shall
constitute receipt by such Australian Lender. Each payment delivered to the
Australian Administrative Agent for the account of any Australian Lender shall
be paid promptly by the Australian Administrative Agent to such Australian
Lender in the same type of funds which the Australian Administrative Agent
received to the bank or account specified in a notice received by the
Australian Administrative Agent from such Australian Lender. Each of the
Company and the Australian Administrative Agent shall be deemed to have
complied with this Section 4.3 with respect to any payment if it shall have
initiated a wire transfer to the appropriate recipient thereof and (on or prior
to the date of such transfer) furnished such recipient with written advice
(including reasonable detail) of such transfer.

4.4. Notes. Each Australian Lender is hereby authorized to record the
principal amount of each of its Loans and each repayment thereof, on the
schedule attached to each of its Notes, provided, however, that the failure to
so record shall not affect the Company's obligations under any such Note.

4.5. Voluntary Reductions of Commitments. The Company may permanently
reduce the Aggregate Commitment in whole, or in part, ratably among the
Australian Lenders, in a minimum aggregate amount of $5,000,000 or any integral
multiple of $1,000,000 in excess thereof; provided, however, that the amount of
the Aggregate Commitment may not be reduced to an amount which would cause it
to be less than the outstanding principal amount of the Loans. All accrued
facility fees shall be payable on the effective date of any such reduction or
termination of the Aggregate Commitment.

4.6. Voluntary and Mandatory Prepayments. Any prepayments of
principal of the Loans, whether voluntary or mandatory, shall include accrued
interest to, but not including, the date of the prepayment on the principal
amount being prepaid.

ARTICLE V

[Intentionally Omitted].

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ARTICLE VI

CHANGE IN CIRCUMSTANCES; TAXES

6.1. Yield Protection. If any law or any governmental or quasi-
governmental rule, regulation, policy, guideline or directive (whether or not
having the force of law), or any reasonable interpretation thereof, or
compliance of any Australian Lender with such,

(a) imposes or increases or deems applicable any reserve,
assessment, insurance charge, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit
extended by, any Australian Lender or any applicable Lending
Installation (other than reserves and assessments taken into account in
determining the interest rate applicable to Eurodollar Advances), or

(b) imposes any other condition the result of which is to
increase the cost to any Australian Lender or any applicable Lending
Installation of making, funding or maintaining Loans or reduces any
amount receivable by any Australian Lender or any applicable Lending
Installation in connection with Loans, or requires any Australian Lender
or any applicable Lending Installation to make any payment calculated by
reference to the amount of Loans held or interest received, by an amount
reasonably deemed material by such Australian Lender,

then, within 15 days of demand by such Australian Lender, the Company shall pay
such Australian Lender that portion of such increased expense incurred or
reduction in an amount received which such Australian Lender reasonably
determines is attributable to making, funding and maintaining its Loans and its
Commitment.

6.2. Availability of Eurodollar Loans. If any Australian Lender
determines that maintenance of its Eurodollar Loans at a suitable Lending
Installation would violate any applicable law, rule, regulation or directive,
whether or not having the force of law, (i) the Australian Administrative Agent
shall suspend the availability of the Eurodollar Rate with respect to such
Australian Lender until such time as such situation is no longer the case, (ii)
any Eurodollar Loans from such Australian Lender then outstanding shall bear
interest at such Australian Lender's cost of funds plus the Eurodollar Spread
for the remainder of the Interest Period applicable to such Loan and (iii)
until such time as such situation is no longer the case, any Eurodollar Advance
made thereafter shall consist of a Loan which bears interest at such Australian
Lender's cost of funds plus the Eurodollar Spread made by such Australian
Lender(s) and Eurodollar Loans made by each other Australian Lender. If the
Required Lenders reasonably determine that deposits of a type or maturity
appropriate to match fund Eurodollar Advances are not available, the Australian
Administrative Agent shall suspend the availability of the Eurodollar Rate with
respect to any Eurodollar Advances made after the date of any such
determination until such time as such situation is no longer the case. If the
Required Lenders determine that the Eurodollar Rate does not accurately reflect
the cost of making a Eurodollar Advance at such Eurodollar Rate, then, if for
any reason whatsoever the provisions of Section 6.1 are inapplicable, the
Australian Administrative Agent shall suspend the availability of the
Eurodollar Rate with respect to any Eurodollar Advances made on or after the
date of any such determination until such time as such situation is no longer
the case and shall require any outstanding Eurodollar Advances to be repaid.

6.3. Funding Indemnification. If any payment of a Eurodollar Advance
occurs on a date which is not the last day of the applicable Interest Period,
whether because of acceleration, prepayment or otherwise (except pursuant to
Section 6.2), or a Eurodollar Advance is not made on the date specified by the
Company for any reason other than default by the Australian Lenders, the
Company, jointly and severally, will indemnify each Australian Lender for any
loss or cost incurred by it resulting therefrom, including, without limitation,
any loss or cost in liquidating or employing deposits acquired to fund or
maintain the Eurodollar Advance (net of any cost or expense, unless Section
6.1, 6.5 or 6.6 is applicable thereto, which the Australian Lender would have
incurred with respect to such Eurodollar Advance had such prepayment or failure
to fund not occurred).

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6.4. Lending Installations. Each Australian Lender may book its Loans
at any Lending Installation selected by such Australian Lender and may change
its Lending Installation from time to time. All terms of this Agreement shall
apply to any such Lending Installation and the Notes shall be deemed held by
each Australian Lender for the benefit of such Lending Installation. Each
Australian Lender may, by written or telex or facsimile notice to the
Australian Administrative Agent and the Company, designate a Lending
Installation through which Loans will be made by it and for whose account Loan
payments are to be made. To the extent reasonably possible, each Australian
Lender shall designate an alternate Lending Installation with respect to its
Eurodollar Loans to reduce any liability of the Company to such Australian
Lender under Sections 6.1, 6.5 and 6.6, so long as such designation is not
disadvantageous to such Australian Lender in the sole opinion of such
Australian Lender.

6.5. Increased Capital Costs. If any change in, or the introduction,
adoption, effectiveness, interpretation, reinterpretation or phase-in of, any
law or regulation, directive, guideline, decision or request (whether or not
having the force of law) of any court, central bank, regulator or other
governmental authority affects or would affect the amount of capital required
or expected to be maintained by any Australian Lender or any Person controlling
such Australian Lender, and such Australian Lender determines (in its sole and
absolute discretion) that the rate of return on its or such controlling
Person's capital as a consequence of its Commitments or the Loans made by such
Australian Lender is reduced to a level below that which such Australian
Lender, or such controlling Person, as the case may be, could have achieved but
for the occurrence of any such circumstance (taking into account such Person's
policies as to capital adequacy), then, in any such case upon notice from time
to time by such Australian Lender to the Company, the Company shall immediately
pay directly to such Australian Lender additional amounts sufficient to
compensate such Australian Lender or such controlling Person for such reduction
in rate of return. A statement of such Australian Lender as to any such
additional amount or amounts (including calculations thereof in reasonable
detail) shall, in the absence of manifest error, be conclusive and binding on
the Company. In determining such amount, such Australian Lender may use any
method of averaging and attribution that it (in its sole and absolute
discretion) shall deem applicable.

6.6. Taxes. All payments by the Company or any Guarantor of principal
of, and interest on, the Loans and all other amounts payable hereunder and in
connection herewith shall be made free and clear of and without deduction for
any present or future income, excise, stamp or franchise taxes and other taxes,
fees, duties, withholdings or other charges of any nature whatsoever imposed by
any taxing authority, but excluding franchise taxes and taxes imposed on or
measured by any Agent's or any Australian Lender's, as applicable, net income
or receipts and any participation pursuant to Section 17.2 not occurring during
the continuation of a Default (such non-excluded items being called "Taxes").
In the event that any withholding or deduction from any payment to be made by
the Company or any Guarantor hereunder or under any Australian Loan Document is
required in respect of any Taxes pursuant to any applicable law, rule or
regulation, then the Company will

(a) pay directly to the relevant authority the full amount
required to be so withheld or deducted;

(b) promptly forward to the Australian Administrative Agent an
official receipt or other documentation satisfactory to the Australian
Administrative Agent or the relevant Agent or Australian Lender
evidencing such payment to such authority; and

(c) pay to the Australian Administrative Agent for the account
of the Agents and the Australian Lenders such additional amount or
amounts as is necessary to ensure that the net amount actually received
by each Agent and Australian Lender will equal the full amount such
Agent or Australian Lender would have received had no such withholding
or deduction been required.

Moreover, if any Taxes are directly asserted against any Agent or any
Australian Lender, with respect to any payment received by it hereunder or in
connection herewith, the relevant Agent or Australian Lender may pay such Taxes
and the Company will promptly pay such additional amounts (including any
penalties, interest or expenses) as is necessary in order that the net amount
received by such Person after the payment of such Taxes (including any Taxes on
such additional amount) shall equal the amount such Person would have received
had such Taxes not been asserted.

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If the Company fails to pay any Taxes when due to the appropriate taxing
authority or fails to remit to the Australian Administrative Agent, for the
account of the respective Agents and Australian Lenders, the required receipts
or other required documentary evidence, the Company, jointly and severally,
shall indemnify the Agents and the Australian Lenders for any incremental
Taxes, interest or penalties that may become payable by any Agent or Australian
Lender as a result of any such failure. For purposes of this Section 6.6, a
distribution hereunder by the Australian Administrative Agent or any other
Agent or any Australian Lender to or for the account of any Agent or Australian
Lender shall be deemed a payment by the Company.

6.7. Australian Lender Statements; Survival of Indemnity; Substitution
of Australian Lenders; Limitation on Claims by Australian Lenders. Each Agent
and Australian Lender shall deliver to the Company and the Australian
Administrative Agent a written statement of such Agent or Australian Lender, as
the case may be, as to the amount due, if any, under Sections 6.1, 6.3, 6.5 or
6.6. Such written statement shall set forth in reasonable detail the
calculations upon which such Agent or Australian Lender, as the case may be,
determined such amount and shall be final, conclusive and binding on the
Company in the absence of manifest error. Determination of amounts payable
under such Sections in connection with a Eurodollar Loan shall be calculated as
though each Australian Lender funded its Eurodollar Loan through the purchase
of a deposit of the type and maturity corresponding to the deposit used as a
reference in determining the Eurodollar Rate applicable to such Loan, whether
in fact that is the case or not. Unless otherwise provided herein, the amount
specified in the written statement shall be payable on demand after receipt by
the Company of the written statement. The obligations of the Company under
Sections 6.1, 6.3, 6.5 and 6.6 shall survive payment of the Obligations and
termination of this Agreement. In the event that any Australian Lender shall
deliver to the Company and the Australian Administrative Agent a written
statement as to an amount due under Section 6.1, 6.3, 6.5 or 6.6, the Company
may, at its sole expense and effort, require such Australian Lender to transfer
(in accordance with Section 17.3), without recourse, all of its interests,
rights and obligations under this Agreement to a transferee which shall assume
such transferred obligations (which transferee may be another Australian
Lender, if an Australian Lender accepts such transfer); provided that (i) such
transfer shall not conflict with any law, rule or regulation or order of any
court or other governmental authority, (ii) the Company shall have received a
written consent of the Australian Administrative Agent and the Arrangers in the
case of an entity that is not an Australian Lender, which consent shall not be
unreasonably withheld, (iii) the Company or such transferee shall have paid to
the transferring Australian Lender in immediately available funds the principal
of and interest accrued to the date of such payment on the Loans made by it
hereunder and all other amounts owed to it hereunder and the fee payable to the
Australian Administrative Agent pursuant to Section 17.3(b) and (iv) that
nothing in the foregoing is intended or shall be construed as obligating any
Australian Lender to locate such an a transferee. The Company shall not be
required to pay to any Australian Lender any amount under Section 6.1, 6.3,
6.5, or 6.6 in respect of any time or period more than twelve months prior to
the time such Australian Lender notifies or bills the Company of or for such
amount.

6.8. [Intentionally Omitted].

6.9. Currency Conversion and Currency Indemnity.

(a) Payments in Agreed Currency. The Company or any Guarantor shall
make payment relative to any Obligation in the currency (the "Agreed Currency")
in which the Obligation was effected. If any payment is received on account of
any Obligation in any currency (the "Other Currency") other than the Agreed
Currency (whether voluntarily or pursuant to an order or judgment or the
enforcement thereof or the realization of any security or the liquidation of
the Company or any Guarantor or otherwise howsoever), such payment shall
constitute a discharge of the liability of the Company or such Guarantor
hereunder and under the other Australian Loan Documents in respect of such
obligation only to the extent of the amount of the Agreed Currency which the
relevant Australian Lender or Agent, as the case may be, is able to purchase
with the amount of the Other Currency received by it on the Business Day next
following such receipt in accordance with its normal procedures and after
deducting any premium and costs of exchange.

(b) Conversion of Agreed Currency into Judgment Currency. If, for
the purpose of obtaining or enforcing judgment in any court in any
jurisdiction, it becomes necessary to convert into a particular currency (the
"Judgment Currency") any amount due in the Agreed Currency then the conversion
shall be made on the basis of the rate

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of exchange prevailing on the Business Day next preceding the day on which
judgment is given and in any event the Company or a Guarantor shall be
obligated to pay the Agents and the Australian Lenders any deficiency in
accordance with Section 6.9(a). For the foregoing purposes "rate of exchange"
means the rate at which the relevant Australian Lender or Agent, as applicable,
in accordance with its normal banking procedures is able on the relevant date
to purchase the Agreed Currency with the Judgment Currency after deducting any
premium and costs of exchange.

(c) Circumstances Giving Rise to Indemnity. If (i) any Australian
Lender or the Agent receives any payment or payments on account of the
liability of the Company or any Guarantor hereunder pursuant to any judgment or
order in any Other Currency, and (ii) the amount of the Agreed Currency which
the relevant Australian Lender or Agent, as applicable, is able to purchase on
the Business Day next following such receipt with the proceeds of such payment
or payments in accordance with its normal procedures and after deducting any
premiums and costs of exchange is less than the amount of the Agreed Currency
due in respect of such obligations immediately prior to such judgment or order,
then the Company or the Guarantor on demand shall, and the Company, jointly and
severally, or the Guarantor hereby agree to, indemnify and save the Australian
Lenders and the Agents harmless from and against any loss, cost or expense
arising out of or in connection with such deficiency.

(d) Indemnity Separate Obligation. The agreement of indemnity
provided for in Section 6.9(c) shall constitute an obligation separate and
independent from all other obligations contained in this Agreement, shall give
rise to a separate and independent cause of action, shall apply irrespective of
any indulgence granted by the Australian Lenders or Agents or any of them from
time to time, and shall continue in full force and effect notwithstanding any
judgment or order for a liquidated sum in respect of an amount due hereunder or
under any judgment or order.

ARTICLE VII

CONDITIONS PRECEDENT

7.1. Conditions of Effectiveness. The effectiveness of this Agreement
and the obligation of each Australian Lender to make Loans hereunder, are
subject to the conditions precedent that the following documents have been
furnished to the Global Administrative Agent and the Australian Administrative
Agent, each in form and substance satisfactory to each of the Global
Administrative Agent, the Australian Administrative Agent and the Arrangers,
and each (except for the Notes, of which only one original of each type shall
be signed for each Australian Lender) in sufficient number of duly executed
signed counterparts (or photocopies thereof) to provide one for the Global
Administrative Agent, the Australian Administrative Agent, the Arrangers and
each Australian Lender:

(i) Copies of the Certificate of Incorporation, the Memorandum
and Articles of Incorporation of Apache Energy Limited and Apache Oil
Australia.

(ii) Copies, certified by the Secretary or Assistant Secretary
of Apache Energy Limited and Apache Oil Australia of its Board of
Directors' resolutions (and resolutions of other bodies, if any are
deemed necessary by counsel for the Global Administrative Agent and the
Australian Administrative Agent) authorizing the execution, delivery and
performance of the Australian Loan Documents.

(iii) Incumbency certificates, executed by the Secretary or
Assistant Secretary of Apache Energy Limited and Apache Oil Australia,
which shall identify by name and title and bear the signature of the
officers of each of Apache Energy Limited and Apache Oil Australia
authorized to sign the Australian Loan Documents and to make borrowings
hereunder, upon which certificate the Agents and the Australian Lenders
shall be entitled to rely until informed of any change in writing by
Apache Energy Limited and Apache Oil Australia.

(iv) Written opinions of the Company's counsel acceptable to
each of the Agents and the Arrangers, addressed to the Agents and the
Australian Lenders, in substantially the form of Exhibit B hereto,

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with such modifications, additions, alterations, exceptions, assumptions
and provisions as shall be acceptable to each of the Agents and the
Arrangers.

(v) The Notes payable to the order of each of the Australian
Lenders.

(vi) An executed Guaranty from each Borrowing Base Subsidiary.

(vii) A certificate of an Authorized Officer of Apache Energy
Limited and Apache Oil Australia, satisfactory to each of the Agents and
the Arrangers, regarding insurance maintained by Apache Energy Limited
and Apache Oil Australia, respectively.

(viii) The comfort letter, in form and substance acceptable to
the Australia Administrative Agent and the Global Administrative Agent,
in their sole discretion.

(ix) The opinion of ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇, special Australian
counsel to the Australian Administrative Agent, addressed to the Agents
and the Australian Lenders, substantially in the form of Exhibit F
hereto.

(x) The Global Effectiveness Notice.

(xi) A certificate, signed by an Authorized Officer of the
Company, stating that on the Global Effective Date no Default or
Unmatured Default has occurred and is continuing.

(xii) Copies of the executed Canadian Credit Agreement and the
other Canadian Loan Documents, the executed U.S. Credit Agreement and
the other U.S. Loan Documents, the executed Intercreditor Agreement and
the executed Indemnity Agreements.

(xiii) Such other instruments and documents as any of the
Arrangers or the Agents or their counsel may have reasonably requested.

The effectiveness of this Agreement and the obligation of each
Australian Lender to make Loans hereunder, are further conditioned upon the
Agents having received the fees to be received as set forth in Section 2.4(b)
on or prior to the Global Effective Date.

7.2. Each Advance. The Australian Lenders shall not be required to
make any Advance unless on the applicable Borrowing Date:

(a) There exists no Default or Unmatured Default.

(b) There exists no Debt Limit Excession and the Company
represents and warrants to the Australian Administrative Agent and
Global Administrative Agent that, immediately before and after such
Advance, there exists no Debt Limit Excession other than a Debt Limit
Excession permitted pursuant to the first proviso to Section 2.1(b).

(c) The representations and warranties contained in Article
VIII, including in Sections 8.3 and 8.7, or contained in any other
Australian Loan Document are true and correct as of such Borrowing Date
except for changes in the Schedules hereto reflecting transactions
permitted by this Agreement.

(d) All legal requirements arising under or in connection with
the Australian Loan Documents or applicable laws, rules or regulations
and incident to the making of such Advance shall be satisfactory to the
Agents and the Arrangers and their respective counsel.

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(e) No event, occurrence, action, inaction or other item shall
have occurred which results in a Material Adverse Effect.

Each Borrowing Notice and Continuation Notice with respect to each
Advance shall constitute a representation and warranty by the Company that the
conditions contained in Sections 7.2(a), (b), (c) and (d) have been satisfied
and, that after giving effect to such Advance and the transfer or application
of the proceeds thereof, the sum of the aggregate outstanding principal amount
of all Borrowing Base Debt will not exceed the Global Borrowing Base except as
permitted in Section 2.1(b).

ARTICLE VIII

REPRESENTATIONS AND WARRANTIES

The Company represents and warrants to the Australian Lenders and the
Agents that:

8.1. Corporate Existence and Standing. Each of Apache Energy Limited
and Apache Oil Australia is a corporation, and each of their Subsidiaries is a
corporation or other legal entity, in either case duly incorporated or
otherwise properly organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation or organization and has all requisite
authority, permits and approvals, and is in good standing to conduct its
business in each jurisdiction in which its business is conducted.

8.2. Authorization and Validity. Each of Apache Energy Limited and
Apache Oil Australia and each of their Subsidiaries has the corporate or
partnership power and authority and legal right to execute and deliver the
Australian Loan Documents and to perform its respective obligations thereunder.
The execution and delivery by each of Apache Energy Limited and Apache Oil
Australia and each of their Subsidiaries of the Australian Loan Documents to
which it is a party and the performance of Apache Energy Limited's, Apache Oil
Australia's and such Subsidiary's obligations thereunder have been duly
authorized by proper corporate or partnership proceedings, and the Australian
Loan Documents have been duly executed and delivered and constitute legal,
valid and binding obligations of each of Apache Energy Limited and Apache Oil
Australia and each of their Subsidiaries party thereto, in each case
enforceable against each of Apache Energy Limited and Apache Oil Australia and
such Subsidiaries in accordance with their terms, except as enforceability may
be limited by bankruptcy, insolvency or similar laws affecting the enforcement
of creditors' rights generally.

8.3. No Conflict; Government Consent. Neither the execution and
delivery by the Company and each Subsidiary of the Australian Loan Documents
nor the consummation of the transactions therein contemplated, nor compliance
with the provisions thereof will violate any law, rule, regulation, order,
writ, judgment, injunction, decree or award binding on each of Apache Energy
Limited and Apache Oil Australia or any of their Subsidiaries or Apache Energy
Limited's, Apache Oil Australia's or any Subsidiary's certificate of
incorporation or memorandum and articles of incorporation or partnership
agreement or the provisions of any indenture, instrument or agreement to which
Apache Energy Limited and Apache Oil Australia or any Subsidiary is a party or
is subject, or by which it, or its property, is bound, or conflict with or
constitute a default thereunder, or result in the creation or imposition of any
Lien in, of or on all or any part of the property of Apache Energy Limited and
Apache Oil Australia or any Subsidiary. No order, consent, approval, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, any governmental or public body or authority, or any subdivision
thereof, is required to authorize, or is required in connection with the
execution, delivery and performance of, or the legality, validity, binding
effect or enforceability of, any of the Australian Loan Documents.

8.4. Financial Statements. The consolidated (i) financial statements
of the Parent dated December 31, 1995 and (ii) report and accompanying
financial statements of the Company and its Subsidiaries dated December 31,
1995, heretofore delivered to the Australian Lenders were prepared in
accordance with generally accepted accounting principles in effect on the date
such statements were prepared and fairly present the consolidated financial
condition of the Parent,

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the Company and their respective Subsidiaries at such date and the consolidated
results of their operations for the period then ended.

8.5. Material Adverse Change. Since December 31, 1995, there has been
no change in the business, assets, properties, operations, condition (financial
or otherwise) or results of operations or prospects of the Company and its
Subsidiaries or any legal or regulatory development which results in a Material
Adverse Effect.

8.6. Taxes. The Company and the Subsidiaries have filed all federal
tax returns and all other tax returns which are required to be filed and have
paid all taxes due pursuant to said returns or pursuant to any assessment
received by the Company or any Subsidiary, except such taxes, if any, as are
being contested in good faith and as to which adequate reserves have been
provided. The income tax returns of the Company and the Subsidiaries have been
audited by either the Australian Commissioner of Taxation or the Internal
Revenue Service or, if no audit was performed, the statute of limitations
permitting such an audit has run, through the fiscal year ended December 31,
1991. No tax liens have been filed and no claims are being asserted with
respect to any such taxes. The charges, accruals and reserves on the books of
the Company and the Subsidiaries in respect of any taxes or other governmental
charges are adequate.

8.7. Litigation and Guaranteed Obligations. There is no litigation,
arbitration, governmental investigation, proceeding or inquiry pending or, to
the knowledge of any of their officers, threatened against or affecting the
Company or any Subsidiary which results in a Material Adverse Effect. The
Company and its Subsidiaries have no material contingent obligations not
provided for or disclosed in the financial statements referred to in Section
8.4.

8.8. Subsidiaries. Schedule 8.8 hereto contains an accurate list of
all of the presently existing Subsidiaries, including, without limitation,
Borrowing Base Subsidiaries, of the Company as of the date of this Agreement,
setting forth their respective jurisdictions of incorporation or organization
and the percentage of their respective capital stock, or the revenue share
attributable to the general and limited partnership interests, as the case may
be, owned by the Company or other Subsidiaries. All of the issued and
outstanding shares of capital stock of such Subsidiaries which are corporations
have been duly authorized and issued and are fully paid and non-assessable.

8.9. Superannuation Scheme. The Company administers a defined benefit
superannuation fund (as described in the Superannuation Industry (Supervision)
▇▇▇ ▇▇▇▇ (the "SIS Act") and the Company and its Subsidiaries liabilities under
such fund do not in the aggregate exceed $5,000,000.

8.10. Accuracy of Information. No information, exhibit or report
furnished by the Parent, the Company or any Subsidiary to any Agent or to any
Australian Lender in connection with the negotiation of, or compliance with,
the Australian Loan Documents contained any material misstatement of fact or
omitted to state a material fact or any fact necessary to make the statements
contained therein not misleading.

8.11. [Intentionally Omitted].

8.12. Material Agreements. Neither the Company nor any Subsidiary is
in default in the performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in (i) any agreement to which it
is a party, which default would result in a Material Adverse Effect or (ii) any
agreement or instrument evidencing or governing Indebtedness which default
would result in a Material Adverse Effect.

8.13. Compliance With Laws. The Company and the Subsidiaries have
complied in all material respects with all applicable statutes, rules,
regulations, orders and restrictions of any domestic or foreign government or
any instrumentality or agency thereof, having jurisdiction over the conduct of
their respective businesses or the ownership of their respective Properties.
Neither the Company nor any of the Subsidiaries has received any notice to the
effect that it, its operations or the Properties are not in material compliance
with any of the requirements of applicable federal, state or local
environmental, health and safety statutes and regulations, or are the subject
of any federal or state investigation evaluating whether any remedial action is
needed to respond to a release of any toxic or hazardous waste or substance

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into the environment, whether from the Properties or elsewhere, which in any
case would result in a Material Adverse Effect.

8.14. Title to Properties. Each of the Company and the Subsidiaries
has defensible title to substantially all of its properties and assets, whether
legal or beneficial, free and clear of any and all Liens other than those Liens
permitted by Section 11.5. The 1996 Engineers' Report refers to and covers all
of the reserves in the Properties as of the Global Effective Date and such
Report covers no reserves other than in such Properties.

8.15. Investment Company Act. Neither the Company nor any Subsidiary
is an "investment company" or a company "controlled" by an "investment
company," within the meaning of the Investment Company Act of 1940, as amended.

8.16. Public Utility Holding Company Act. Neither the Company nor any
Subsidiary is 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," within the meaning of the Public Utility Holding
Company Act of 1935, as amended.

8.17. Post-Retirement Benefits. The present value of the expected cost
of post-retirement medical and insurance benefits payable by the Company and
its Subsidiaries to its employees and former employees, as estimated by the
Company in accordance with procedures and assumptions deemed reasonable by the
Agents, does not exceed $3,000,000.

8.18. Solvency. As of the Global Effective Date and upon each renewal
of this representation at any time thereafter, (i) the Company is Solvent, (ii)
the Company and its Consolidated Subsidiaries of the Company on a consolidated
basis are Solvent, and (iii) each Guarantor and its Consolidated Subsidiaries
on a consolidated basis are Solvent, provided, however, that this clause (iii)
shall not apply to any Guarantor which is a Subsidiary if the Company notifies
the Global Administrative Agent and the Australian Administrative Agent in
writing that it cannot in good faith certify to the Global Administrative
Agent, the Australian Administrative Agent and the Australian Lenders that such
Guarantor is Solvent.

8.19. Environmental Warranties. In the ordinary course of its
business, the Company conducts an ongoing review of the effect of Environmental
Laws on the business, operations and Properties of the Company and its
Subsidiaries, in the course of which it identifies and evaluates associated
liabilities and costs (including any capital or operating expenditures required
for clean-up or closure of Properties presently owned or operated, any capital
or operating expenditures required to achieve or maintain compliance with
environmental protection standards imposed by law or as a condition of any
license, permit or contract, any related constraints on operating activities,
including any periodic or permanent shutdown of any facility or reduction in
the level of or change in the nature of operations conducted thereat and any
actual or potential liabilities to third parties, including employees, and any
related costs and expenses). On the basis of this review, the Company has
reasonably concluded that, except as disclosed in writing by the Company to the
Australian Lenders and the Agents, to the best of its knowledge after due
inquiry:

(a) all facilities and property (including underlying
groundwater) owned, leased or operated by the Company or any Subsidiary
have been, and continue to be, owned, leased or operated by the Company
or any Subsidiary in material compliance with all Environmental Laws;

(b) there have been no past, and there are no pending or
threatened

(i) claims, complaints, notices or inquiries to, or
requests for information received by, the Company or any
Subsidiary with respect to any alleged violation of any
Environmental Law that, singly or in the aggregate, result in a
Material Adverse Effect, or

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(ii) claims, complaints, notices or inquiries to, or
requests for information received by, the Company or any
Subsidiary regarding potential liability under any Environmental
Law or under any common law theories relating to operations or
the condition of any facilities or property (including underlying
groundwater) owned, leased or operated by the Company or any
Subsidiary that, singly or in the aggregate, result in a Material
Adverse Effect;

(c) there have been no Releases of Hazardous Materials at, on
or under any property now or previously owned or leased by the Company
or any Subsidiary that, singly or in the aggregate, result in a Material
Adverse Effect;

(d) the Company and each Subsidiary have been issued and are
in compliance with all permits, certificates, approvals, licenses and
other authorizations relating to environmental matters and necessary or
desirable for their businesses except where failure to comply would not
have a Material Adverse Effect;

(e) no property now or previously owned, leased or operated by
the Company or any Subsidiary is listed or proposed for listing on any
federal, or state list of sites requiring investigation or clean-up;

(f) there are no underground storage tanks, active or
abandoned, including petroleum storage tanks, on or under any property
now or previously owned, leased or operated by the Company or any
Subsidiary that, singly or in the aggregate, result in a Material
Adverse Effect;

(g) none of the Company or any Subsidiary has directly
transported or directly arranged for the transportation of any Hazardous
Material to any location which is listed or proposed for listing on any
federal, or state list or which is the subject of federal, state or
local enforcement actions or other investigations which may lead to
material claims against the Company or such Subsidiary for any remedial
work, damage to natural resources or personal injury which, singly or in
the aggregate, results in a Material Adverse Effect;

(h) there are no polychlorinated biphenyls, radioactive
materials or friable asbestos present at any property now or previously
owned or leased by the Company or any Subsidiary that, singly or in the
aggregate, results in a Material Adverse Effect; and

(i) no condition exists at, on or under any property now or
previously owned or leased by the Company or any Subsidiary which, with
the passage of time, or the giving of notice or both, would give rise to
material liability under any Environmental Law that, singly or in the
aggregate results in a Material Adverse Effect.

ARTICLE IX

AFFIRMATIVE COVENANTS

During the term of this Agreement but subject to Section 9.14, unless
the Required Lenders shall otherwise consent in writing:

9.1. Financial Reporting. The Company will maintain a system of
accounting established and administered in accordance with generally accepted
accounting principles, and furnish, or assist the Parent in furnishing, to the
Global Administrative Agent, the Australian Administrative Agent and the
Australian Lenders:

(a) As soon as available and in any event within 90 days after
the close of each of its fiscal years, a copy of the report for such
year and accompanying financial statements, including balance sheets as
of the end of such period, related profit and loss and reconciliation of
surplus statements, and a statement of cash flows for the Company and
its Consolidated Subsidiaries, all prepared in accordance with generally
accepted

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accounting principles and signed by an Authorized Officer of the
Company, such signature deemed to be a certification that (i) such
financial statements present fairly in accordance with generally
accepted accounting principles the financial position of the Company and
its Consolidated Subsidiaries and (ii) no Default, Unmatured Default or
Debt Limit Excession has occurred and is continuing.

(b) As soon as available and in any event within 45 days after
the close of the first three quarterly periods of each of its fiscal
years, for the Company and its Consolidated Subsidiaries, consolidated
unaudited balance sheets as at the close of each such period and
consolidated profit and loss and reconciliation of surplus statements
and a statement of cash flows for the period from the beginning of such
fiscal year to the end of such quarter, all prepared in accordance with
generally accepted accounting principles and signed by an Authorized
Officer of the Company, such signature deemed to be a certification that
(i) such financial statements present fairly in accordance with
generally accepted accounting principles, the financial position of the
Company and its Consolidated Subsidiaries and (ii) that no Default,
Unmatured Default or Debt Limited Excession has occurred and is
continuing.

(c) Together with the financial statements required under
clauses (a) and (b), a compliance certificate, in substantially the form
of Exhibit C hereto, signed by an Authorized Officer of the Parent and
an Authorized Officer of Apache Energy Limited and Apache Oil Australia
and addressing the matters set forth therein.

(d) Promptly after December 31 of each calendar year,
commencing December 31, 1996, and in any event not later than March 15
of the next succeeding calendar year, an Approved Engineers' Report
prepared as of December 31 of such calendar year, in form and substance
satisfactory to the Engineering Banks.

(e) Promptly after June 30 of each calendar year and in any
event not later than September 15 of such calendar year, a Parent's
Engineers' Report prepared as of June 30 of such calendar year, in form
and substance satisfactory to the Engineering Banks.

(f) Within 45 days in the case of a Parent's Engineers' Report
and 60 days in the case of an Approved Engineers' Report, of any request
by the Required Lenders in connection with any (other than the scheduled
semi-annual redeterminations of the Global Borrowing Base) determination
of the Global Borrowing Base pursuant to Section 2.3(a) of the U.S.
Credit Agreement, an Approved Engineers' Report or a Parent's Engineers'
Report, as the case may be, prepared as of the date of such request, in
form and substance satisfactory to the Required Lenders.

(g) Promptly upon the furnishing thereof to the shareholders
of the Parent or the Company copies of all financial statements, reports
and proxy statements so furnished.

(h) Promptly upon the filing thereof, copies of all publicly
available registration statements and annual, quarterly, monthly or
other regular reports which the Parent or the Company or any of their
Subsidiaries file with the Securities and Exchange Commission or any
federal securities regulatory body in Australia.

(i) Promptly after December 31 of each calendar year,
commencing December 31, 1996, and in any event no later than March 15 of
the next succeeding calendar year, a budget (including specific capital
expenditures information) through the Termination Date for the Parent
and its Subsidiaries certified by an Authorized Officer of the Parent
and in a format consistent with the Projections and otherwise in form
and substance satisfactory to the Global Administrative Agent, the
Australian Administrative Agent and the Arrangers.

(j) At the request of the Global Administrative Agent, the
Australian Administrative Agent, either Arranger, or the Required
Lenders promptly after June 30 of each calendar year, commencing June
30, 1997, and in any event no later than September 15 of such calendar
year, an update of the budget described in

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clause (i) of this Section 9.1 in form and substance satisfactory to the
Global Administrative Agent and signed by an Authorized Officer of the
Parent.

(k) Promptly and in any event within 40 days after the close
of each calendar quarter during each year, a certificate of an
Authorized Officer of the Parent certifying to the Global Administrative
Agent, the Australian Administrative Agent and the Australian Lenders
the Debt/Capitalization Ratio and the calculation thereof as of the last
day of the immediately preceding calendar quarter.

(l) After receipt by the Global Administrative Agent and the
Australian Administrative Agent of a notice from the Company specified
in Section 8.18(iii), promptly and in any event within 30 days after the
close of each calendar quarter, a certificate of an Authorized Officer
of Apache Energy Limited and Apache Oil Australia certifying to the
Global Administrative Agent, the Australian Administrative Agent and the
Australian Lenders whether the Company can certify in good faith that
any Subsidiary specified in any such notice is Solvent as of the date of
such certificate.

(m) Such other information (including engineering, financial
and non-financial information) as the Global Administrative Agent, the
Australian Administrative Agent, either Arranger or any Australian
Lender may from time to time reasonably request.

9.2. Use of Proceeds. The Company will, and will cause each
Subsidiary to, use the proceeds of the Loans (i) to refinance existing
Indebtedness of the Company and the Subsidiaries (other than Indebtedness
incurred to finance, directly or indirectly, the purchase of shares of capital
stock of either Company or a Guarantor) or (ii) for the Company's and the
Subsidiaries' general corporate purposes.

9.3. Notice of Default, Unmatured Default, Litigation and Material
Adverse Effect. The Company will give prompt notice in writing to the Global
Administrative Agent, the Australian Administrative Agent, the Australian
Lenders and to all Guarantors of (i) the occurrence of any Default or Unmatured
Default and the steps, if any, being taken to cure it, (ii) the occurrence of
any Debt Limit Excession and the steps, if any, being taken to cure it, (iii)
the occurrence of any adverse development with respect to any labor
controversy, litigation, action or proceeding described in Section 8.7, or the
commencement of any labor, controversy, litigation, action or proceeding of the
type described in Section 8.7 together with copies of all material pleadings
relating thereto, and (iv) the occurrence of any other development, financial
or otherwise, which results in a Material Adverse Effect or might materially
adversely affect the ability of the Company to repay the Obligations.

9.4. Conduct of Business. The Company will, and will cause its
Subsidiaries to, carry on and conduct its respective business in substantially
the same manner and in substantially the same fields of enterprise as it is
presently conducted and, except to the extent permitted by Section 11.2 or
Section 11.3, will, and will cause each Subsidiary to, do all things necessary
to remain duly incorporated or organized, validly existing and in good standing
as a corporation or partnership, as the case may be, in its jurisdiction of
incorporation or organization and maintain all requisite authority to conduct
its business in each jurisdiction in which its business is conducted.

9.5. Taxes. The Company will, and will cause each Subsidiary to, pay
when due all taxes, assessments and governmental charges and levies upon it or
its income, profits or property, and all lawful claims which, if unpaid, might
become a Lien upon any properties of the Company or any Subsidiary, except
those which are being contested in good faith by appropriate proceedings and
with respect to which adequate reserves in accordance with generally accepted
accounting principles have been set aside on its books.

9.6. Insurance. The Company and its Subsidiaries will maintain, with
financially sound and reputable insurers, insurance with respect to their
respective properties and business against such liabilities, casualties, risks
and contingencies and in such types and amounts as customary in the case of
corporations engaged in the same or similar businesses and similarly situated.
Upon the request of the Global Administrative Agent or the Australian
Administrative Agent, the Company will furnish or cause to be furnished to the
Global Administrative Agent and the Australian

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Administrative Agent from time to time a summary of the insurance coverage of
the Company and its Subsidiaries in form and substance satisfactory to the
Required Lenders in their reasonable judgment, and, if requested, will furnish
the Global Administrative Agent and the Australian Administrative Agent copies
of the applicable policies. In the case of any fire, accident or other
casualty causing loss or damage to any property of the Company or any of its
Subsidiaries, the proceeds of such policies will be used (i) to repair or
replace the damaged property or (ii) to prepay the Obligations, at the election
of the Company.

9.7. Compliance with Laws. The Company will, and will cause each
Subsidiary to, comply with all laws, rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which it may be subject.

9.8. Maintenance of Properties. The Company will and will cause each
Subsidiary to, do all things necessary to maintain, preserve, protect and keep
its properties in good repair, working order and condition, and make all
necessary and proper repairs, renewals and replacements so that its business
carried on in connection therewith may be properly conducted at all times.

9.9. Inspection. The Company will, and will cause each Subsidiary to,
permit the Australian Lenders, by their respective representatives and agents,
to inspect any of the properties, corporate books and financial records of the
Company and each Subsidiary, to examine and make copies of the books of
accounts and other financial records of the Company and each Subsidiary, and to
discuss the affairs, finances and accounts of the Company and each Subsidiary
with, and to be advised as to the same by, their respective officers at such
reasonable times and intervals as the Australian Lenders may designate. Any
information received by the Australian Lenders as a result of the foregoing
shall be included in information subject to the confidentiality provisions set
forth in Exhibit G hereto.

9.10. Operation of Properties. The Company will, and will cause each
Subsidiary to, preserve, operate and maintain, or cause to be preserved,
operated and maintained, the Properties in a good and workmanlike manner
continuously to their economic limit as a prudent operator in accordance with
good oil and gas industry standards.

9.11. Delivery of Guaranties. At the request of the Global
Administrative Agent or the Australian Administrative Agent, the Company shall
at its own expense from time to time cause (i) each of the Company's Borrowing
Base Subsidiaries and (ii) after the occurrence of any Material Adverse Effect
or Downgrade Condition, each of the Company's Subsidiaries to deliver to the
Australian Administrative Agent a duly executed Guaranty, substantially in the
form of Exhibit H, together with such related documents and opinions as the
Australian Administrative Agent may request; provided, however, that no such
Non-Borrowing Base Subsidiary shall be required to deliver such a Guaranty if
such Non-Borrowing Base Subsidiary is prohibited from delivering such Guaranty
pursuant to a contractual obligation, acceptable to the Australian
Administrative Agent, in its reasonable discretion, arising with a Person other
than a Subsidiary or an Affiliate of the Company existing as of the date of
such request by the Australian Administrative Agent.

9.12. Environmental Covenant. The Company will, and will cause each
Subsidiary to,

(a) use, operate and maintain all of its facilities and
properties in material compliance with all Environmental Laws, keep all
necessary permits, approvals, certificates, licenses and other
authorizations relating to environmental matters in effect and remain in
material compliance therewith, and handle all Hazardous Materials in
material compliance with all applicable Environmental Laws;

(b) (i) promptly notify the Global Administrative Agent and
the Australian Administrative Agent and provide copies upon receipt of
all material written claims, complaints, notices, liens or inquiries
relating to the condition of its facilities and properties or compliance
with Environmental Laws, (ii) within ninety (90) days have dismissed
with prejudice any actions or proceedings relating to compliance with
Environmental Laws which could reasonably be expected to result in
liability to the Company and its Subsidiaries in excess of ten percent
(10%) of the Company's Consolidated Tangible Net Worth and (iii)
diligently pursue cure of any material underlying environmental problem
which forms the basis of any such claim, complaint, notice, lien,
inquiry, proceeding or action; and

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(c) provide such information and certifications which either
of the Arrangers or the Australian Administrative Agent may reasonably
request from time to time to evidence compliance with this Section 9.12.

9.13. Further Assurances. The Company will cure and will cause its
respective Subsidiaries to cure promptly any defects in the creation and
issuance of any Obligations and the execution and delivery of any Guaranty.
The Company and each Subsidiary will at its expense promptly execute and
deliver to the Global Administrative Agent and the Australian Administrative
Agent upon request all such other and further reasonable documents, agreements
and instruments in compliance with, or accomplishment of, the covenants and
agreements of the Company and such Subsidiary in any Australian Loan Document.

9.14. Borrowing Notice. It is a condition precedent to the operation
of this Article IX that the Company has given a Borrowing Notice hereunder.

9.15. Existing Acceptance Agreement. The Company will (a) use the
proceeds of the initial Advance under this Credit Agreement to repay in full
all Obligations of the Company and its Subsidiaries under that certain Amended
and Restated Acceptance Agreement, dated as of May 26, 1994 (as amended, the
"Existing Acceptance Agreement"), among Apache Energy Limited, the various
financial institutions as are or may become parties thereto, and Bank of
Montreal, as Agent, and (b) simultaneously with the initial Advance, (i) cancel
all commitments under the Existing Acceptance Agreement and (ii) obtain the
release of (1) the charge registered against Apache Energy Limited (ASC
registered charge number ▇▇▇▇▇▇) in favor of the Bank of Montreal, (2) the
charge registered against Apache Northwest Pty. Ltd. (ASC registered charge
number ▇▇▇▇▇▇) in favor of the Bank of Montreal, and (3) any other Lien held by
Bank of Montreal in respect of the Company or any Guarantor. On the date of
the initial Advance, the Company will provide to the Agents evidence that the
preceding requirements have been satisfied.

ARTICLE X

FINANCIAL COVENANTS

The Company covenants with the Agents and the Australian Lenders that:

10.1. Consolidated Tangible Net Worth. The Parent will maintain
Consolidated Tangible Net Worth of not less than the sum of (i) $825,000,000,
plus (ii) the product of 0.50 times the sum of Consolidated Net Income for each
calendar quarter beginning with the calendar quarter ending June 30, 1996
during which Consolidated Net Income is greater than $0, plus (iii) the product
of 0.50 times the proceeds of the sale by the Parent and its Subsidiaries of
securities (other than securities constituting Indebtedness) net of reasonable
incidental, brokerage and legal costs actually paid to third parties (which
proceeds, in the event of a pooling of interest transaction, shall be deemed to
be one-half of the net addition to the Parent's consolidated balance sheet).

10.2. Ratio of EBITDDA to Consolidated Interest. The Parent shall not
permit the ratio of (i) EBITDDA to (ii) Consolidated Interest Expense for any
four consecutive calendar quarters ending on the last day of any calendar
quarter to be less than 3.70 to 1.0.

ARTICLE XI

NEGATIVE COVENANTS

11.1. Indebtedness. The Company will not, nor will it permit any
Borrowing Base Subsidiary to, create, incur or suffer to exist any
Indebtedness, except:

(a) Borrowing Base Debt;

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(b) Excluded Principal Debt;

(c) The Guaranteed Obligations permitted under Section 11.4
(whether or not then payable), and intercompany Indebtedness pursuant to
Investments by the Company permitted by Sections 11.10(d), (e), (f) and
(g);

(d) Indebtedness existing on the date hereof and described in
Schedule 11.1 hereto;

(e) Indebtedness of the type referred to in clause (vi) of the
definition of Indebtedness;

(f) Indebtedness of the type referred to in clause (vii) of
the definition of Indebtedness in a maximum aggregate amount not in
excess of $10,000,000; provided such Indebtedness is otherwise permitted
pursuant to Section 11.11;

(g) Indebtedness of the type referred to in clause (viii) of
the definition of Indebtedness in a maximum aggregate amount not in
excess of $10,000,000;

(h) [Intentionally Omitted];

(i) Indebtedness of the type referred to in clause (v) of the
definition of Indebtedness in a maximum aggregate amount not in excess
of $5,000,000; and

(j) Additional Indebtedness of the Company not included in the
foregoing clauses (a) through (i) in an aggregate principal amount not
exceeding $1,000,000.

11.2. Merger. The Company will not, nor will it permit any Borrowing
Base Subsidiary to, amalgamate, merge or consolidate with or into any other
Person or Persons unless:

(i) the Company or such Borrowing Base Subsidiary, as the case
may be, is the surviving entity of such amalgamation, merger or
consolidation (and if an amalgamation, merger or consolidation between
the Company and any Borrowing Base Subsidiary, the Company is the
surviving entity) and no Change of Control occurs, or, with respect to
any amalgamation, merger or consolidation in which any Person other than
the Company or any Borrowing Base Subsidiary is the surviving entity,
such Person becomes, as a result of such amalgamation, merger or
consolidation, a Borrowing Base Subsidiary of which the Company owns,
directly or indirectly, 100% of the outstanding capital stock, free and
clear of all Liens, other than Liens permitted by Section 11.5 and, with
respect to any amalgamation, merger or consolidation involving any
Guarantor, such Person shall at its own expense deliver to the
Australian Administrative Agent a duly executed Guaranty, substantially
in the form of Exhibit H, together with such related documents and
opinions as the Australian Administrative Agent may request; and

(ii) after giving effect to such amalgamation, merger or
consolidation, no Default or Unmatured Default shall occur and be
continuing.

11.3. Sales of Properties or Borrowing Base Subsidiaries. The Company
will not, nor will it permit any of its Borrowing Base Subsidiaries to, lease,
sell, transfer, convey, assign, issue or otherwise dispose of any of its
Properties or any Borrowing Base Subsidiary to any other Person, whether in one
transaction or in a series of transactions, except if the transaction or
transactions fall into one of the following categories:

(i) Sales of Hydrocarbon inventory and severed oil and gas in
the ordinary course of business.

(ii) Sales of Properties (other than Hydrocarbon inventory and
severed oil and gas in the ordinary course of business) and Sales of any
Borrowing Base Subsidiary which have an aggregate fair market

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value (or, with respect to the Sale of a Borrowing Base Subsidiary, the
amount allocated to such Sale pursuant to Section 2.3(f) of the U.S.
Credit Agreement) not in excess of $5,000,000 for all such Sales
permitted pursuant to this clause (ii) during any period occurring
between successive dates of determination of the Global Borrowing Base
pursuant to Section 2.3 of the U.S. Credit Agreement.

(iii) Sales of Properties (other than sales of Hydrocarbon
inventory and severed oil and gas in the ordinary course of business)
and Sales of Borrowing Base Subsidiaries which are not described in the
foregoing clause (ii) if the Required Lenders under the U.S. Credit
Agreement and the Required Lenders under this Agreement give prior
written consent to such Sale in the exercise of their sole discretion;
provided, however, that concurrently with any such Sale (A) the Global
Borrowing Base shall be reduced pursuant to Section 2.3(f) of the U.S.
Credit Agreement, and (B) the Company shall make a mandatory prepayment
pursuant to Section 4.1(a)(iii) hereof.

(iv) A transfer, conveyance or assignment to the Company or a
Subsidiary of Properties as a result of a merger or consolidation
permitted pursuant to Section 11.2.

Anything herein contained to the contrary notwithstanding, the Company will
not, nor will it permit any Borrowing Base Subsidiary to, consummate any Sale
otherwise permitted hereunder if it receives therefor consideration (a) other
than cash, other consideration readily convertible to cash or Hydrocarbon
Interests or (b) which is less than the fair market value of the relevant
property or asset.

11.4. Guaranteed Obligations. The Company will not, nor will it permit
any Borrowing Base Subsidiary to, make or suffer to exist any Guaranteed
Obligation (including, without limitation, any Guaranteed Obligation with
respect to the obligations of a Non-Borrowing Base Subsidiary) in an aggregate
amount for all such Persons and Guaranteed Obligations (considering Guaranteed
Obligations for all such Persons without duplication) as of any date of
determination in excess of $10,000,000, except by endorsement of instruments
for deposit or collection in the ordinary course of business; provided,
however, that any obligation which is a Guaranteed Obligation of the Company or
one or more of its Borrowing Base Subsidiaries for purposes of this Agreement
shall not be Indebtedness of such Person for purposes hereof; and provided,
further, that the term "Guaranteed Obligation" shall not include any obligation
of any Person which constitutes Indebtedness of the Company or any of its
Borrowing Base Subsidiaries.

11.5. Liens. The Company will not, nor will it permit any Borrowing
Base Subsidiary to, create, incur, or suffer to exist any Lien in, of or on (i)
any of the Company's and the Borrowing Base Subsidiaries' consolidated assets,
revenues and properties securing an amount greater than $5,000,000 in the
aggregate for all such Liens or (ii) any of the Properties, except in either
case:

(a) Liens for taxes, assessments or governmental charges or
levies on its property if the same shall not at the time be delinquent
or thereafter can be paid without penalty, or are being contested in
good faith and by appropriate proceedings and for which adequate
reserves in accordance with generally accepted accounting principles
shall have been set aside on its books.

(b) Liens imposed by law, such as carriers', warehousemen's
and mechanics' liens and other similar liens arising in the ordinary
course of business which secure obligations not more than 60 days past
due or which are being contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with generally
accepted accounting principles shall have been set aside on its books.

(c) Liens arising out of pledges or deposits under worker's
compensation laws, unemployment insurance, old age pensions, or other
social security or retirement benefits, or similar legislation.

(d) Utility easements, building restrictions and such other
encumbrances or charges against real property as are of a nature
generally existing with respect to properties of a similar character and
which do not

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in any material way affect the marketability of the same or interfere
with the use thereof in the business of the Company or the Subsidiaries,
as the case may be.

(e) Liens existing on the date hereof described in Schedule
11.1 and securing the Indebtedness described in Schedule 11.1 hereto or
otherwise permitted in connection with Indebtedness of the type
described in Section 11.1(d) consented to by the Required Lenders in the
exercise of their sole discretion.

(f) Liens arising under operating agreements in respect of
obligations which are not yet due or which are being contested in good
faith by appropriate proceedings.

(g) Liens reserved in oil, gas and/or mineral leases for bonus
or rental payments and for compliance with the terms of such leases.

(h) Liens pursuant to partnership agreements, oil, gas and/or
mineral leases, farm-out agreements, division orders, contracts for the
sale, delivery, purchase, exchange, or processing of oil, gas and/or
other hydrocarbons, unitization and pooling declarations and agreements,
operating agreements, development agreements, area of mutual interest
agreements, forward sales of Hydrocarbons, and other agreements which
are customary in the oil, gas and other mineral exploration, development
and production business and in the business of processing of gas and gas
condensate production for the extraction of products therefrom.

(i) Liens securing the Indebtedness permitted in connection
with Section 11.1(i).

(j) Liens associated with the pledging of securities of
Subsidiaries which are not Borrowing Base Subsidiaries.

11.6. Restricted Payments, etc. On and at all times after the Global
Effective Date, the Company will not and will not permit any of its Borrowing
Base Subsidiaries to make any optional payment or prepayment on, or redemption
of, or redeem, purchase or defease prior to its stated maturity, any
Indebtedness other than Indebtedness incurred under this Agreement or the other
Australian Loan Documents during the occurrence and continuation of any Debt
Limit Excession or if giving effect to such action would result in a Default or
Unmatured Default; and the Company will not, and will not permit any Borrowing
Base Subsidiary to, make any deposit for any of the foregoing purposes.

11.7. Transactions with Affiliates. The Company will not, and will not
permit any of its Borrowing Base Subsidiaries to, enter into, or cause, suffer
or permit to exist any arrangement or contract with any of its other Affiliates
unless such arrangement is either (i) fair and equitable to the Company or such
Borrowing Base Subsidiary, as the case may be, or (ii) is not of a sort which
would not be entered into by a prudent Person in the position of the Company or
such Borrowing Base Subsidiary with, or which is on terms which are less
favorable than are obtainable from, any Person which is not one of its
Affiliates.

11.8. Negative Pledges, etc. The Company will not, and will not permit
any of its Borrowing Base Subsidiaries to, enter into, on or at any time after
the Global Effective Date, any agreement (excluding this Agreement and any
other Global Loan Document) directly or indirectly prohibiting the creation,
assumption or perfection of any Lien upon its properties, revenues or assets,
whether now owned or hereafter acquired, restricting any loans, advances or
other Investments to or in the Company or any of its Borrowing Base
Subsidiaries, restricting the capitalization of the Company or any Borrowing
Base Subsidiary, restricting the ability of any Borrowing Base Subsidiary to
make dividend payments or other distributions or payments (by way of dividends,
advances, repayments of loans or advances, reimbursements or otherwise) or
restricting the ability of the Company or any Borrowing Base Subsidiary to
amend or otherwise modify this Agreement or any other Australian Loan Document.

11.9. Regulation U Acquisitions. The Company will not, nor will it
permit any Borrowing Base Subsidiary to, use any of the proceeds of the Loans
to purchase or carry any "margin stock" (as defined in Regulation U) or to make
any Acquisition, except any of the following:

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(i) Acquisitions not involving "margin stock," where such
Acquisition shall have been approved or consented to by the board of
directors or similar governing entity of the Person being acquired; or

(ii) Acquisitions involving "margin stock" where such
Acquisitions shall have been approved or consented to by the board of
directors or similar governing entity of the Person being acquired; or

(iii) Acquisitions of not more than 15% of the outstanding
equity securities of any issuer, whether or not such securities are
"margin stock";

provided, however, that the amount paid by the Company to consummate all
Acquisitions of the type described in clause (iii) shall not exceed $3,000,000
in the aggregate. For purposes of this Section 11.9, the merger of the Company
or any Borrowing Base Subsidiary as permitted under Section 11.2 shall be
deemed to be an Acquisition not involving "margin stock."

11.10. Investments. The Company will not, and will not permit any of
its Borrowing Base Subsidiaries to, make, incur, assume or suffer to exist any
Investment in any other Person, except:

(a) Investments existing on the Global Effective Date and
identified in Schedule 11.10;

(b) Cash Equivalent Investments;

(c) without duplication, Investments permitted as Indebtedness
pursuant to Section 11.1 and Investments permitted as Guaranteed
Obligations pursuant to Section 11.4;

(d) in the ordinary course of business, Investments by the
Company or any Borrowing Base Subsidiary in any Guarantor or any
Subsidiary;

(e) Investments in any Person in connection with (i) the
acquisition, exploration, drilling or development of Hydrocarbon
Interests, or (ii) costs incurred in connection with gathering,
processing, transporting and marketing production from Hydrocarbon
Interests;

(f) Investments resulting from a merger or consolidation
permitted pursuant to Section 11.2;

(g) Other Investments in an aggregate amount not to exceed
$3,000,000 during any calendar year;

provided, however, that

(1) any Investment which when made complies with the
requirements of the definition of the term "Cash Equivalent Investment"
may continue to be held notwithstanding that such Investment if made
thereafter would not comply with such requirements; and

(2) no Investment otherwise permitted by clause (d), (e), (f)
or (g) shall be permitted to be made if, immediately before or after
giving effect thereto, any Default would have occurred and be
continuing.

11.11. Hedging Contracts. The Company will not and will not permit any
of its Borrowing Base Subsidiaries to enter into or become obligated under any
contract for sale for future delivery of oil or gas from the Properties,
whether or not the subject oil or gas is to be delivered, hedging contract,
forward contract, commodity swap agreement, futures contract or other similar
agreement except for such contracts which in the aggregate do not cover at any
time a volume of oil or gas, as the case may be, equal to more than 75% of the
projected production of oil or gas, as the case may be, from the Properties for
the term covered by such contracts.

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11.12. Approval of Consents. In any instance in this Article XI where
it is provided that an action may be taken by the Company or a Borrowing Base
Subsidiary only with the approval or consent of the Required Lenders, the
failure by an Australian Lender to respond to a request for such approval or
consent within 10 Business Days of receipt of a request for such approval or
consent (or such other length of time as specified by the Global Administrative
Agent or the Australian Administrative Agent in such request) shall be deemed
an approval of, or consent to, such request.

ARTICLE XII

DEFAULTS

The occurrence of any one or more of the following events shall
constitute a "Default":

12.1. Breach of Warranties and Misleading Statements. Any
representation or warranty made or deemed made pursuant to Article VIII, by or
on behalf of the Company or any Subsidiary to the Australian Lenders, the
Global Administrative Agent, the Australian Administrative Agent, the Co-Agent,
the Arrangers or the Engineering Banks under or in connection with this
Agreement, any Loan, any Australian Loan Document, or any certificate, or,
information delivered in connection with this Agreement, any other Australian
Loan Document is breached or shall be false, incomplete or incorrect on the
date as of which made or deemed made in any material respect.

12.2. Nonpayment of Loans, Fees and other Obligations. Nonpayment of
principal of any Loan when due; or nonpayment of interest upon any Loan or of
any facility fee or other Obligation under any of the Australian Loan Documents
within three (3) days after the same becomes due.

12.3. Breach of Certain Covenants. Except as set forth in the
subsequent sentence, the breach by the Company of any of the terms or
provisions of Section 9.2, 9.3, 9.13, 9.15 or Article X or Article XI. The
breach by the Company of any of the terms or provisions of (i) Section 11.1
pertaining to Indebtedness of the type referred to in clause (vii) of the
definition of Indebtedness or (ii) Section 11.10(b), which is not remedied
within 3 days of such occurrence.

12.4. Default Under Canadian Loan Documents or U.S. Loan Documents. A
"Default" as defined in the Canadian Loan Documents or U.S. Loan Documents
occurs; provided that the occurrence of an "Unmatured Default" as defined in
the Canadian Loan Documents or U.S. Loan Documents shall constitute an
Unmatured Default under the Australian Loan Documents.

12.5. Non-Compliance with this Agreement. The breach by the Company
(other than a breach which constitutes a Default under any other Section of
this Article XII) of any of the terms, provisions or covenants of this
Agreement which is not remedied within 30 days after written notice from the
Global Administrative Agent, the Australian Administrative Agent or any
Australian Lender.

12.6. Cross-Defaults. Failure of the Company or any Borrowing Base
Subsidiary to pay any Indebtedness in excess of $25,000,000 in aggregate
principal amount when due; or the default by the Company or any Borrowing Base
Subsidiary in the performance of any term, provision or condition contained in
any agreement under which any such Indebtedness was created or is governed, the
effect of which is to cause, or to permit the holder or holders of such
Indebtedness to cause, such Indebtedness to become due prior to its stated
maturity; or any such Indebtedness of the Company or any Borrowing Base
Subsidiary shall be declared to be due and payable or required to be prepaid
(other than by a regularly scheduled payment) prior to the stated maturity
thereof; or the Company or any Borrowing Base Subsidiary shall not pay, or
shall admit in writing its inability to pay, such Indebtedness generally as it
becomes due.

12.7. Voluntary Dissolution and Insolvency Proceedings and Actions.
The Company or any Subsidiary shall (a) have an order made for its winding up,
dissolution or administration, (b) make an assignment for the benefit of
creditors, (c) apply for, seek, consent to, or acquiesce in, the appointment of
an administrator, receiver, custodian, trustee,

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examiner, liquidator or similar official for it or any substantial part of its
property, (d) institute any proceeding seeking an order for relief under
federal or state bankruptcy or insolvency laws as now or hereafter in effect or
seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution,
winding up, administration, liquidation, reorganization, arrangement,
adjustment or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors or fail to file
an answer or other pleading denying the material allegations of any such
proceeding filed against it, (e) take any corporate or partnership action to
authorize or effect any of the foregoing actions set forth in this Section 12.7
or (f) fail to contest in good faith any appointment or proceeding described in
Section 12.8; provided, however, that if any of the foregoing shall occur with
respect to any Non-Borrowing Base Subsidiary, it shall not constitute a Default
hereunder unless it shall result in a Material Adverse Effect.

12.8. Involuntary Insolvency Proceedings or Dissolution. Without the
application, approval or consent of the Company or any Subsidiary, an
administrator, a receiver, trustee, examiner, liquidator or similar official
shall be appointed for such Person or any substantial part of its property, or
a proceeding described in Section 12.7(d) shall be instituted against the
Company or any Subsidiary and such appointment continues undischarged or such
proceeding continues undismissed or unstayed for a period of 30 consecutive
days or an investigation into all or part of the affairs of the Company
commences under companies legislation; provided, however, that if any of the
foregoing shall occur with respect to any Non-Borrowing Base Subsidiary, it
shall not constitute a Default hereunder unless it results in a Material
Adverse Effect.

12.9. Condemnation. Any court, government or governmental agency shall
condemn, seize or otherwise appropriate, or take custody or control of all or
any portion of the Properties with a fair market value in excess of $5,000,000
in the aggregate for all such Properties.

12.10. Judgments. The Company or any Subsidiary shall fail within 45
days to pay, bond or otherwise discharge any uninsured portion of any judgment
or order for the payment of money in excess of $5,000,000 in the aggregate for
all such judgments and orders, which is not stayed on appeal or is not
otherwise being appropriately contested in good faith; provided, however, that
if any of the foregoing shall occur with respect to any Non-Borrowing Base
Subsidiary, it shall not constitute a Default hereunder unless it results in a
Material Adverse Effect.

12.11. Enforcement Against Assets. Liens are enforced over or
distresses, attachments or other executions are levied or enforced over all or
any of the assets and undertaking of the Company in excess of $5,000,000 in the
aggregate.

12.12. Other Defaults Under Australian Loan Documents. The occurrence
of any default by any party to the Australian Loan Documents (other than any
Agent or Lender) under any Australian Loan Document (other than this Agreement
or the Notes) or the breach of any of the terms or provisions by any party to
the Australian Loan Documents (other than any Agent or Lender) of any
Australian Loan Document (other than this Agreement or the Notes) which default
or breach is not remedied within 30 days of such occurrence.

12.13. Failure of Australian Loan Documents. Any Australian Loan
Document shall fail to remain in full force or effect or shall be declared null
and void, or any action shall be taken to discontinue or to assert the
invalidity or unenforceability of any Australian Loan Document.

12.14. Change in Control. Any Change in Control shall occur.

ARTICLE XIII

ACCELERATION, WAIVERS, AMENDMENTS, REMEDIES; RELEASES

13.1. Acceleration. If any Default described in Section 12.7 or 12.8
occurs with respect to the Company, (a) the obligations of the Australian
Lenders to make Loans hereunder shall automatically terminate, (b) the
Commitments

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of each of the Australian Lenders shall terminate and the Obligations shall
immediately become due and payable without any election or action on the part
of any Agent or any Australian Lender and without presentment, demand, protest
or notice of any kind, including, without limitation, notice of acceleration or
notice of intent to accelerate, all of which the Company and each Guarantor
each hereby expressly waives, and (c) the Agents and the Australian Lenders and
each of them shall be able to exercise any rights available to it or them under
the Australian Loan Documents or by law. If any other Default occurs, (x) the
Required Lenders may terminate or suspend the obligations of the Australian
Lenders to make Loans hereunder, or reduce the Commitment of each of the
Australian Lenders to zero and declare the Obligations to be due and payable,
or both, whereupon the Obligations shall become immediately due and payable,
without presentment, demand, protest or notice of any kind, including without
notice of acceleration or notice of intent to accelerate, all of which the
Company and each Guarantor each hereby expressly waives, and (y) the Agents and
the Australian Lenders and each of them shall be able to exercise any rights
available to it or them under the Australian Loan Documents, any Guaranty or by
law. The Australian Administrative Agent hereby agrees, at the written
direction of the Required Lenders, subject to the provisions of Article XV, to
exercise any of the foregoing rights available to it.

13.2. Amendments. Subject to the provisions of this Article XIII, the
Required Lenders (or the Australian Administrative Agent with the consent in
writing of the Required Lenders) and the Company may enter into agreements
supplemental hereto for the purpose of adding or elucidating any provisions to
the Australian Loan Documents or changing in any manner the rights and remedies
of the Australian Lenders or the Company hereunder or waiving any Default
hereunder; provided, however, that no such supplemental agreement shall,
without the consent of each Australian Lender affected thereby:

(a) Extend the maturity of any Loan, Note or payment under a
Guaranty, or reduce the principal amount of any of them, or reduce the
rate or extend the time of payment of interest or fees thereon.

(b) Reduce the percentage specified in the definition of
Required Lenders.

(c) Extend the Termination Date or reduce the amount or extend
the payment date for, the mandatory payments required under Section 4.1
or increase the amount of the Commitment of any Australian Lender
hereunder or permit the Company to assign its rights or obligations
under this Agreement or under any other Australian Loan Document.

(d) Amend this Section 13.2.

No amendment of any provision of this Agreement relating to any Agent shall be
effective without the written consent of such Agent. The Australian
Administrative Agent may waive payment of the fee required under Section
17.3(b) without obtaining the consent of any of the Australian Lenders.

13.3. Preservation of Rights. All remedies contained in the Australian
Loan Documents or afforded by law shall be cumulative and all shall be
available to the Agents and the Australian Lenders until the Obligations have
been paid in full. No delay or omission of the Australian Lenders, the Agents
or any of them to exercise any right under the Australian Loan Documents shall
impair such right or be construed to be a waiver of any Default or an
acquiescence therein, and the making of a Loan notwithstanding the existence of
a Default or the inability of the Company to satisfy the conditions precedent
to such Loan shall not constitute any waiver or acquiescence. Any single or
partial exercise of any such right shall not preclude other or further exercise
thereof or the exercise of any other right, and no waiver, amendment or other
variation of the terms, conditions or provisions of the Australian Loan
Documents whatsoever shall be valid unless in writing signed by the Australian
Lenders and the Agents required pursuant to Section 13.2, and then only to the
extent specifically set forth in such writing.

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ARTICLE XIV

GENERAL PROVISIONS

14.1. [Intentionally Omitted].

14.2. Governmental Regulation. Anything contained in this Agreement to
the contrary notwithstanding, no Australian Lender shall be obligated to extend
credit to the Company in violation of any limitation or prohibition provided by
any applicable statute or regulation.

14.3. Taxes. Subject to specific provisions in this Agreement to the
contrary, any taxes (excluding income taxes) or other similar assessments or
charges payable or ruled payable by any governmental authority in respect of
the Australian Loan Documents shall be paid by the Company, together with
interest and penalties, if any.

14.4. Headings. Article and section headings in the Australian Loan
Documents are for convenience of reference only, and shall not govern the
interpretation of any of the provisions of the Australian Loan Documents.

14.5. Entire Agreement. The Australian Loan Documents embody the
entire agreement and understanding among the Company, the Agents and the
Australian Lenders and supersede all prior agreements and understandings among
the Company, the Agents and the Australian Lenders relating to the subject
matter thereof.

14.6. Several Obligations. The respective obligations of the
Australian Lenders hereunder are several and not joint and no Australian Lender
shall be the partner or agent of any other (except to the extent to which an
Agent is authorized to act as such). The failure of any Australian Lender to
perform any of its obligations hereunder shall not relieve any other Australian
Lender from any of its obligations hereunder. This Agreement is not intended
to, and shall not be construed so as to, confer any right or benefit upon any
Person other than the parties to this Agreement and their respective successors
and assigns.

14.7. Reimbursement of Costs and Expenses; Indemnification.

(a) Reimbursement of Costs and Expenses. The Company shall reimburse
each Agent for any reasonable costs and out-of-pocket expenses (including fees
and expenses of consultants and attorneys' fees and expenses for such Agent)
paid or incurred by such Agent in connection with the preparation, review,
execution, delivery, amendment, modification and administration of the
Australian Loan Documents including, without limitation, the fees incurred by
such Agent in connection with its initial evaluation of the Properties. The
Company shall reimburse each Agent and the Australian Lenders for any
reasonable costs and out-of-pocket expenses (including attorneys' fees and
expenses for the Agent and the Australian Lenders) paid or incurred by any
Agent or any Australian Lender in connection with the collection and
enforcement of the Australian Loan Documents.

(b) Indemnification. In consideration of the execution and delivery
of this Agreement by each Australian Lender and the extension of the
Commitments, the Company, jointly and severally, hereby indemnifies, exonerates
and holds each Agent and each Australian Lender, and their respective
directors, agents, officers and employees ("Indemnified Persons") free and
harmless from and against any and all losses, claims, damages, penalties,
judgments, liabilities, actions, suits, costs and expenses (including, without
limitation, all expenses of litigation or preparation therefor whether or not
any Agent or any Australian Lender or any Indemnified Person is a party thereto
and all other attorneys' fees and disbursements) ("Claims") which any of them
may pay or incur as a result of, arising out of, or relating to,

(i) this Agreement, the other Australian Loan Documents, the
transactions contemplated hereby or thereby;

(ii) the direct or indirect application or proposed application
of the proceeds of any Loan hereunder;

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(iii) any transaction financed or to be financed in whole or in
part, directly or indirectly, with the proceeds of any Loan;

(iv) any investigation, litigation or proceeding related to any
acquisition or proposed acquisition by the Company or any of its
Subsidiaries of all or any portion of the stock or assets of any Person,
whether or not any Agent or any Australian Lender is party thereto;

(v) any investigation, litigation or proceeding related to any
environmental cleanup, audit, compliance or other matter relating to any
Environmental Law or the condition of any facility or property owned,
leased or operated by the Company or any Subsidiary;

(vi) the presence on or under, or the escape, seepage, leakage,
spillage, discharge, emission, discharging or Releases from, any
facility or property owned, leased or operated by the Company or any
Subsidiary thereof of any Hazardous Material (including any losses,
liabilities, damages, injuries, costs, expenses or claims asserted or
arising under any Environmental Law), regardless of whether caused by,
or within the control of, the Company or such Subsidiary;

(vii) any misrepresentation, inaccuracy or any breach in or of
Section 8.19 or Section 9.12; or

(viii) any investigation, litigation or proceeding related to any
Investment by the Company or any of its Subsidiaries in any Person,
whether or not any Agent or any Australian Lender is party thereto;

(the foregoing collectively the "Indemnified Liabilities"), except to the
extent that a final order of a court of competent jurisdiction finds that such
Indemnified Liability arises solely from such Indemnified Person's gross
negligence or wilful misconduct. If and to the extent that the foregoing
undertaking may be unenforceable for any reason, the Company hereby agrees to
make the maximum contribution to the payment and satisfaction of each of the
Indemnified Liabilities which is permissible under applicable law. The
obligations of the Company under this Section 14.7 shall survive the
termination of this Agreement or any non-assumption of this Agreement in a
bankruptcy or similar proceeding. The Company shall be obligated to indemnify
the Indemnified Persons for all Claims regardless of whether the Company had
knowledge of the facts and circumstances giving rise to such Claims.

14.8. Numbers of Documents. All statements, notices, closing
documents, and requests hereunder shall be furnished to the Australian
Administrative Agent with sufficient counterparts so that the Australian
Administrative Agent may furnish one to each of the Australian Lenders and each
of the Agents.

14.9. Severability of Provisions. Any provision in any Australian Loan
Document that is held to be inoperative, unenforceable, or invalid in any
jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or
invalid without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Australian Loan Documents
are declared to be severable.

14.10. Nonliability of Australian Lenders. The relationship between the
Company on the one hand and the Australian Lenders and the Agents on the other
hand shall be solely that of borrower and lender. None of the Agents nor any
Australian Lender shall have any fiduciary responsibilities to the Company or
any of its Subsidiaries or Affiliates. None of the Agents nor any Australian
Lender undertakes any responsibility to the Company or any of its Subsidiaries
or Affiliates to review or inform the Company of any matter in connection with
any phase of the Company's or such Subsidiary's or Affiliate's business or
operations.

14.11. CHOICE OF LAW. THE AUSTRALIAN LOAN DOCUMENTS (OTHER THAN THOSE
CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE
OF NEW SOUTH WALES AND OF AUSTRALIA APPLICABLE THEREIN.

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14.12. CONSENT TO JURISDICTION. ANY LITIGATION BASED HEREON, OR ARISING
OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER AUSTRALIAN
LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF ANY AGENT, THE AUSTRALIAN LENDERS OR THE
COMPANY SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT
AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT ANY AGENT'S OPTION,
IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY
BE FOUND. THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ FOR THE PURPOSE OF
ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY
ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. THE COMPANY
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL,
POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW
SOUTH WALES. THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER
MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH
COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE COMPANY HAS OR HEREAFTER MAY
ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OF FROM ANY LEGAL PROCESS
(WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN
AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE
COMPANY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS
UNDER THIS AGREEMENT AND THE OTHER AUSTRALIAN LOAN DOCUMENTS.

14.13. Confidentiality. Each Australian Lender and each Agent agrees to
hold any confidential information which it may receive from the Company
pursuant to this Agreement in confidence in accordance with the provisions set
forth in Exhibit G hereto. In addition to the disclosures permitted in such
provisions, the Australian Lenders and the Agents each shall be permitted to
make disclosures of such information in accordance with Section 17.4.

ARTICLE XV

THE AGENTS, THE ARRANGERS AND THE ENGINEERING BANKS

15.1. Appointment of Agents. First Chicago is hereby appointed Global
Administrative Agent hereunder and under each other Australian Loan Document,
Chase Securities Australia Limited is hereby appointed Australian
Administrative Agent hereunder and under each other Australian Loan Document,
First Chicago Capital Markets, Inc. is hereby appointed as an Arranger
hereunder and under each other Australian Loan Document, Chase Securities Inc.
is hereby appointed as an Arranger hereunder and under each other Australian
Loan Document, and each of First Chicago and Chase is appointed as an
Engineering Bank hereunder and each of the Australian Lenders irrevocably
authorizes each such Agent to act in such capacities. Each Agent agrees to act
as such upon the express conditions contained in this Article XV. No Agent
shall have a fiduciary relationship in respect of any Australian Lender by
reason of this Agreement or any of the other Australian Loan Documents.

15.2. Powers. Each Agent shall have and may exercise such powers under
this Agreement and the other Australian Loan Documents as are specifically
delegated to it by the terms of each thereof, together with such powers as are
reasonably incidental thereto. None of the Agents shall have implied duties to
the Australian Lenders, or any obligation to the Australian Lenders to take any
action thereunder except any action by an Agent specifically provided by the
Australian Loan Documents to be taken by such Agent.

15.3. General Immunity. No Agent nor any of its respective directors,
officers, agents or employees shall be liable to any Australian Lender or any
of the other Agents for any action taken or omitted to be taken by it or them

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hereunder or under any other Australian Loan Document or in connection herewith
or therewith except for its or their own gross negligence or wilful misconduct
as established by final order of a court of competent jurisdiction.

15.4. No Responsibility for Loans, Recitals, etc. No Agent nor any of
its respective directors, officers, agents or employees shall be responsible
for or have any duty to ascertain, inquire into, or verify (i) any statement,
warranty or representation made in connection with any Australian Loan Document
or any borrowing hereunder; (ii) the performance or observance of any of the
covenants or agreements of any obligor under any Australian Loan Document;
(iii) the satisfaction of any condition specified in Article VII, except
receipt by an Agent of items required to be delivered to such Agent unless such
condition shall have been waived in accordance with Section 13.2; or (iv) the
validity, effectiveness or genuineness of any Australian Loan Document or any
other agreement, instrument or writing furnished in connection therewith.

15.5. Action on Instructions of Australian Lenders. Each Agent shall
in all cases be fully protected in acting, or in refraining from acting,
hereunder and under any other Australian Loan Document in accordance with
written instructions signed by the Required Lenders, and such instructions and
any action taken or failure to act pursuant thereto shall be binding on all of
the Australian Lenders, the other Agents and all holders of Notes.

15.6. Employment of Agents and Counsel. Each Agent may execute any of
its duties as Agent hereunder and under any other Australian Loan Document by
or through employees, agents, and attorneys-in-fact and shall not be answerable
to the Australian Lenders, except as to money or securities received by it or
its authorized agents, for the default or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care. Each Agent shall be
entitled to advice of counsel concerning all matters pertaining to the agency
hereby created and its respective duties hereunder and under any other
Australian Loan Document.

15.7. Reliance on Documents; Counsel. Each Agent shall be entitled to
rely upon any Note, notice, consent, certificate, affidavit, letter, telegram,
statement, paper or document believed by it to be genuine and correct and to
have been signed or sent by the proper person or persons, and, in, respect to
legal matters, upon the opinion of counsel selected by such Agent, which
counsel may be employees of the Agents or any of them.

15.8. Reimbursement and Indemnification. Each Australian Lender agrees
to reimburse and indemnify each of the Australian Administrative Agent, the
Global Administrative Agent, each Arranger and each Engineering Bank ratably in
proportion to such Australian Lender's Aggregate Commitments, (i) for any
amounts (other than principal or interest) not reimbursed by the Company or any
Guarantor for which such Agent is entitled to reimbursement by the Company
under the Australian Loan Documents, and (ii) for any liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever which may be imposed on,
incurred by or asserted against such Agent in any way relating to or arising
out of the Australian Loan Documents or any other document delivered in
connection therewith or the transactions contemplated thereby, or the
enforcement of any of the terms thereof or of any such other documents,
provided that no Australian Lender shall be so liable to the extent any of the
foregoing is found by a final order of a court of competent jurisdiction to
have arisen solely from such Agent's gross negligence or willful misconduct.

15.9. Rights as an Australian Lender. With respect to its Commitments,
Loans made by it and the Notes issued to it, each Agent shall have the same
rights and powers hereunder and under each other Australian Loan Document as
any Australian Lender and may exercise the same as though it did not hold such
role, and the term "Australian Lender" or "Australian Lenders" shall, unless
the context otherwise indicates, include each of them in its individual
capacity. In addition to, and not by way of limitation of the rights set forth
in Section 15.2 and this Section 15.9, each Agent may accept deposits from,
lend money to, and generally engage in any kind of banking or trust business
with the Company or any Subsidiary or any other Affiliate of the Company as if
it did not hold such role.

15.10. Australian Lender Credit Decision. Each Australian Lender
acknowledges that it has, independently and without reliance upon any Agent or
any other Australian Lender and based on the financial statements prepared by
the Parent and such other documents and information as it has deemed
appropriate, made its own credit analysis and

45
52
decision to enter into this Agreement and the other Australian Loan Documents.
Each Australian Lender also acknowledges that it will, independently and
without reliance upon any Agent or any other Australian Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement and the other Australian Loan Documents.

15.11. Certain Successor Agents. Any Agent may resign at any time by
giving thirty (30) days' prior written notice thereof to the Australian Lenders
and the Company. Upon any such resignation, the Company shall, if no Default
or Unmatured Default has occurred and is continuing, have the right (subject to
the consent of the Required Lenders) to appoint, on behalf of the Company and
the Australian Lenders, an Australian Lender as a successor Agent. If no
successor Agent shall have been so appointed by the Company and shall have
accepted such appointment within thirty (30) days after the retiring Agent's
giving notice of resignation or if a Default or Unmatured Default has occurred
and is continuing, then the retiring Agent may appoint, on behalf of the
Company and the Australian Lenders, an Australian Lender as a successor Agent;
provided, however, that the Company may, within the one year period following
the appointment of a successor Agent, and upon thirty (30) days' written notice
to the Australian Lenders, remove the successor Agent and appoint a successor
Agent acceptable to the Company (subject to the consent of the Required
Lenders). Upon the acceptance of any appointment as Agent hereunder by a
successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and
Obligations (but not any liability arising from its gross negligence or wilful
misconduct as established by a final order of a court of competent
jurisdiction) hereunder and under the other Australian Loan Documents. After
any retiring Agent's resignation hereunder as Agent, the provisions of this
Article XV shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as an Agent hereunder
and under the other Australian Loan Documents.

ARTICLE XVI

SETOFF; RATABLE PAYMENTS

16.1. Setoff. In addition to, and without limitation of, any rights of
the Australian Lenders under applicable law, if the Company becomes insolvent,
however evidenced, or any Default or Unmatured Default occurs, any indebtedness
from any Australian Lender to the Company (including all account balances,
whether provisional or final and whether or not collected or available) may be
offset and applied toward the payment of the Obligations owing to such
Australian Lender, whether or not the Obligations, or any part hereof, shall
then be due and payable.

16.2. Ratable Payments. If any Australian Lender, whether by setoff or
otherwise, has payment made to it upon its Loans in a greater proportion than
it would have received pursuant to an allocation using the method set forth in
Section 4.2 or 4.3, such Australian Lender agrees, promptly upon demand, to
make such payments as are necessary so that after such payments each Australian
Lender will have received its correct payment proportion as calculated pursuant
to the allocation method set forth in Section 4.2 or 4.3. If any Australian
Lender, whether in connection with setoff or amounts which might be subject to
setoff or otherwise, receives collateral or other protection for its
Obligations or such amounts which may be subject to set off, such Australian
Lender agrees, promptly upon demand, to take such action necessary such that
all Australian Lenders share in the benefits of such collateral ratably in
proportion to the Obligations owing to each of them. In case any such payment
is disturbed by legal process, or otherwise, appropriate further adjustments
shall be made.

ARTICLE XVII

BENEFIT OF AGREEMENT; SUBSTITUTIONS; PARTICIPATIONS

17.1. Successors and Assigns. The terms and provisions of the
Australian Loan Documents shall be binding upon and inure to the benefit of the
Company, the Agents and the Australian Lenders and their respective

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53
successors and assigns, except that the Company shall not have the right to
assign its rights or obligations under the Australian Loan Documents and any
substitution by any Australian Lender must be made in compliance with Section
17.3. The Australian Administrative Agent may treat the payee of any Note as
the owner thereof for all purposes hereof unless and until such payee complies
with Section 17.3 in the case of a substitution thereof or, in the case of any
other transfer, a written notice of the transfer is filed with such Agent. Any
transferee of a Note agrees by acceptance thereof to be bound by all the terms
and provisions of the Australian Loan Documents. Any request, authority or
consent of any Person, who at the time of making such request or giving such
authority or consent is the holder of any Note, shall be conclusive and binding
on any subsequent holder or transferee of such Note or of any Note or Notes
issued in exchange therefor.

17.2. Participations.

(a) Any Australian Lender, in the ordinary course of its business and
in accordance with applicable law, at any time may transfer to one or more
banks or other entities organized under the laws of and resident in Australia
for purposes of the Income Tax Assessment Act 1936 (Cth) ("Participants")
participating interests in any Loan owing to such Australian Lender, any Note
held by such Australian Lender, any Commitment of such Australian Lender or any
other interest of such Australian Lender under the Australian Loan Documents.
In the event of any such sale by an Australian Lender of participating
interests to a Participant, such Australian Lender's Obligations under the
Australian Loan Documents shall remain unchanged, such Australian Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, such Australian Lender shall remain the holder of any such
Note or Obligation for all purposes under the Australian Loan Documents, and
the Company and the Agents shall continue to deal solely and directly with such
Australian Lender in connection with such Australian Lender's rights and
obligations under the Australian Loan Documents. Any stamp duty payable on or
in respect of such a sale which does not occur during the continuation of a
Default shall be paid by the Participant.

(b) Each Australian Lender shall retain the sole right to approve,
without the consent of any Participant, any amendment, modification or waiver
of any provision of the Australian Loan Documents other than any amendment,
modification or waiver with respect to any Loan or Commitment in which such
Participant has an interest which forgives principal, interest or fees or
reduces the interest rate or fees payable with respect to any such Loan or
Commitment, postpones any date fixed for any regularly-scheduled payment of
principal of, or interest or fees on, or reimbursement obligation with respect
to, any such Loan or Commitment, releases any guarantor of any such Obligation.

(c) The Company agrees that each Participant shall be deemed to have
the right of setoff provided in Section 16.1 in respect of its participating
interest in amounts owing under the Australian Loan Documents to the same
extent as if the amount of its participating interest were owing directly to it
as an Australian Lender under the Australian Loan Documents, provided that each
Australian Lender shall retain the right of setoff provided in Section 16.1
with respect to the amount of participating interests sold to each Participant.
The Australian Lenders agree to share with each Participant, and each
Participant, by exercising the right of setoff provided in Section 16.1, agrees
to share with each Australian Lender, any amount received pursuant to the
exercise of its right of setoff, such amounts to be shared in accordance with
Section 16.2 as if each Participant were an Australian Lender. The Company
also agrees that each Participant shall be entitled to the benefits of Sections
6.1 and 6.3 with respect to its participation in the Commitments or the Loans
outstanding from time to time; provided, that no Participant shall be entitled
to receive any greater amount pursuant to such Sections than the transferor
Australian Lender would have been entitled to receive in respect of the amount
of the participation transferred by such transferor Australian Lender to such
Participant had no such transfer occurred.

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17.3. Substitutions.

(a) Any Australian Lender may, in the ordinary course of its business
and in accordance with applicable law, at any time transfer by way of
substitution to one or more banks or other entities which are organized under
the laws of and are residents in Australia for purposes of the Income Tax
Assessment ▇▇▇ ▇▇▇▇ (Cth) ("Substituting Lenders") all or any part of its
rights and obligations under the Australian Loan Documents subject to a minimum
of $5,000,000 or such lesser amount as may be agreed to by the Company;
provided that with respect to any Substituting Lender which is not an Affiliate
of such Australian Lender, such transfer shall require the consent of the
Company, which consent of the Company shall not be unreasonably withheld or
delayed. Such transfer shall be effected by a substitution certificate
("Substitution Certificate") substantially in the form of Exhibit D hereto.
The consent of the Australian Administrative Agent shall also be required prior
to a transfer becoming effective with respect to a Substituting Lender which is
not organized under the laws of and resident in Australia for purposes of the
Income Tax Assessment ▇▇▇ ▇▇▇▇ (Cth). All such consents shall be substantially
in the form attached as Exhibits "D-II" or "D-III" to Exhibit D hereto and
shall not be unreasonably withheld (provided that the withholding of consent to
a transfer with respect to a Substituting Lender which is not organized under
the laws of and resident in Australia for purposes of the Income Tax Assessment
Act 1936 (Cth) shall not be considered unreasonable).

(b) Upon (i) delivery to the Australian Administrative Agent of a
notice of substitution, substantially in the form attached as Exhibit "D-I" to
Exhibit D hereto (a "Notice of Substitution"), together with any consents
required by Section 17.3.(a), and (ii) payment of a $3,000 fee to the
Australian Administrative Agent for processing such substitution, and (iii)
execution of the Substitution Certificate by all parties to it, such
substitution shall become effective on the substitution date specified in such
Substitution Certificate ("effective date"); provided, however, that any
amounts paid by the Company to, or for the benefit of, the retiring Australian
Lender, on or before the execution date of the Substitution Certificate, if
such date is later than the effective date of the substitution, shall be deemed
paid to and for the benefit of the Substituting Lender for all purposes. On
and after the effective date of such substitution but subject to the terms of
the Substitution Certificate, such Substituting Lender shall for all purposes
be an Australian Lender, party to this Agreement and any other Australian Loan
Document, including, without limitation, the Intercreditor Agreement, executed
by the Australian Lenders, and shall have all the rights and obligations of an
Australian Lender under the Australian Loan Documents, including, without
limitation, the Intercreditor Agreement, to the same extent as if it were an
original party hereto, shall be deemed an Australian Lender for all purposes of
the Australian Loan Documents, including, without limitation, the Intercreditor
Agreement, and no further consent or action by the Company, the Australian
Lenders or any Agent shall be required to release the retiring Australian
Lender, with respect to the percentages of the Commitment, and the Loans
assigned to such Substituting Lender and the retiring Australian Lender shall
henceforth be so released, and each reference herein and in the other
Australian Loan Documents, including, without limitation, the Intercreditor
Agreement, to the retiring Australian Lender shall thereafter be deemed a
reference to the Substituting Lender for all purposes. Upon the consummation
of any substitution to a Substituting Lender pursuant to this Section 17.3(b),
the Company shall issue replacement Notes to such retiring Australian Lender
and shall issue new Notes or, as appropriate, replacement Notes, to such
Substituting Lender, in each case in principal amounts reflecting their
respective Commitments, as adjusted pursuant to such substitution.

17.4. Dissemination of Information. The Company authorizes each Agent
and each Australian Lender to disclose to any Participant or Substituting
Lender or any other Person acquiring an interest in the Australian Loan
Documents by operation of law (each a "Transferee") and any prospective
Transferee any and all information in such Australian Lender's possession
concerning the creditworthiness of the Company and the Subsidiaries, provided
that such Transferee and prospective Transferee agrees in writing to be bound
by Section 14.13 of this Agreement.

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ARTICLE XVIII

NOTICES

18.1. Giving Notice. Except as otherwise permitted by Section 3.7 with
respect to borrowing notices, all notices and other communications provided to
any party hereto under this Agreement or any other Australian Loan Document
shall be in writing or by telex or by facsimile and addressed or delivered to
such party at its address set forth below its signature hereto or at such other
address as may be designated by such party in a notice to the other parties.
Any notice, if mailed and properly addressed with postage prepaid, shall be
deemed given when received; any notice, if transmitted by telex or facsimile,
shall be deemed given when transmitted (answerback confirmed in the case of
telexes).

18.2. Change of Address. The Company, each Agent, and each Australian
Lender may change the address for service of notice upon it by a notice in
writing to the other parties hereto.

ARTICLE XIX

COUNTERPARTS

This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be effective when it has been executed by the Company, the
Agents and the Australian Lenders and each party has notified the Australian
Administrative Agent and the Global Administrative Agent, by telex, facsimile
or telephone, that it has taken such action.

ARTICLE XX

NO ORAL AGREEMENTS

THIS WRITTEN AGREEMENT, THE NOTES, AND THE OTHER AUSTRALIAN LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.

[SIGNATURES BEGIN ON FOLLOWING PAGE]

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EACH ATTORNEY EXECUTING THIS AGREEMENT STATES THAT HE HAS NO NOTICE OF
THE REVOCATION OR SUSPENSION OF HIS POWER OF ATTORNEY.

IN WITNESS WHEREOF, the Company, the Australian Lenders and the Agents
have executed this Agreement as of the date first above written.

APACHE ENERGY LIMITED (ACN 009 301 964)

By: /s/ APACHE ENERGY LIMITED
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Treasurer

Address: Apache Canada Ltd.
c/o Apache Corporation
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Treasurer

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to:

▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Vice President and General Counsel
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

[SIGNATURE PAGE TO AUSTRALIAN CREDIT AGREEMENT]

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APACHE OIL AUSTRALIA PTY. LIMITED (ACN 050
611 688)

By: /s/ APACHE OIL AUSTRALIA PTY. LIMITED
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Treasurer

Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Treasurer

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to:

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

[SIGNATURE PAGE TO AUSTRALIAN CREDIT AGREEMENT]

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FIRST CHICAGO CAPITAL MARKETS, INC., as
Arranger

By: /s/ FIRST CHICAGO CAPITAL MARKETS, INC.
--------------------------------------
Name:
Title:

Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇ ▇. Both

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

[SIGNATURE PAGE TO AUSTRALIAN CREDIT AGREEMENT]

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CHASE SECURITIES INC., as Arranger

By: /s/ CHASE SECURITIES INC.
--------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇
Title: Managing Director

Address: ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇ ▇▇▇▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

[SIGNATURE PAGE TO AUSTRALIAN CREDIT AGREEMENT]

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THE FIRST NATIONAL BANK OF CHICAGO, as
Global Administrative Agent and Engineering
Bank

By: /s/ THE FIRST NATIONAL BANK OF CHICAGO
--------------------------------------
Name: W. ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Attorney-in-fact for The First
National Bank of Chicago

Address: Syndications and
Placements/Agency
Suite 0353, 15th Floor
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇. ▇▇▇▇▇▇ ▇. Both

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

[SIGNATURE PAGE TO AUSTRALIAN CREDIT AGREEMENT]

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61

CHASE SECURITIES AUSTRALIA LIMITED (ACN 002
888 011), as Australian Administrative
Agent

SIGNED on behalf of )
CHASE SECURITIES AUSTRALIA )
LIMITED )
by its attorney in the )
presence of: ) /s/ CHASE SECURITIES AUSTRALIA LIMITED
-------------------------------------------
Attorney

▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------- -------------------------------------------
Witness Print Name

▇▇▇▇▇▇▇▇▇▇▇ Click
---------------------------------
Print Name

Address: ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇

Attention: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇

Telephone: ▇▇ ▇ ▇▇▇▇ ▇▇▇▇
Facsimile: 61 2 9251 3371

[SIGNATURE PAGE TO AUSTRALIAN CREDIT AGREEMENT]

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62

Commitments ▇.▇. ▇▇▇▇▇▇ AUSTRALIA LIMITED (ACN 004 384
----------- 687), as an Australian Lender

$25,000,000

SIGNED on behalf of )
▇.▇. ▇▇▇▇▇▇ AUSTRALIA LIMITED )
by its attorney in the )
presence of: ) /s/ ▇.▇. ▇▇▇▇▇▇ AUSTRALIA LIMITED
-------------------------------------------
Attorney

--------------------------------- -------------------------------------------
Witness Print Name

---------------------------------
Print Name

Address: ▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇. 3000

Attention: ▇▇. ▇▇▇▇▇▇▇▇ Stack

Telephone: ▇▇ ▇ ▇▇▇▇ ▇▇▇▇
Facsimile: 61 3 9623 8353

[SIGNATURE PAGE TO AUSTRALIAN CREDIT AGREEMENT]

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63

$20,000,000 THE FIRST NATIONAL BANK OF CHICAGO,
AUSTRALIAN BRANCH, (ARBN 065 752 918), as
an Australian Lender

SIGNED on behalf of )
THE FIRST NATIONAL BANK )
OF CHICAGO )
by its attorney in the ) /s/ THE FIRST NATIONAL BANK OF CHICAGO,
presence of: ) AUSTRALIAN BRANCH
-------------------------------------------
Attorney

W. ▇▇▇▇▇▇ ▇▇▇▇▇, III,
--------------------------------- -------------------------------------------
Witness Print Name

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
---------------------------------
Print Name

Address: ▇▇▇▇▇ ▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ S.A. 5000

Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Telephone: ▇▇ ▇ ▇▇▇▇ ▇▇▇▇
Facsimile: 61 8 8223 2948

[SIGNATURE PAGE TO AUSTRALIAN CREDIT AGREEMENT]

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64

$30,000,000 THE CHASE MANHATTAN BANK (ARBN 074 112
011), as an Australian Lender

SIGNED on behalf of )
THE CHASE MANHATTAN BANK )
by its attorney in the )
presence of: ) /s/ THE CHASE MANHATTAN BANK
-------------------------------------------
Attorney

▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------- -------------------------------------------
Witness Print Name

▇▇▇▇▇▇▇▇▇▇▇ Click
---------------------------------
Print Name

Address: ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇

Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Telephone: ▇▇ ▇ ▇▇▇▇ ▇▇▇▇
Facsimile: 61 2 9251 3371

[SIGNATURE PAGE TO AUSTRALIAN CREDIT AGREEMENT]

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65
$25,000,000 BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION (ARBN 064 874 531), SYDNEY
BRANCH, as an Australian Lender

By: /s/ BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION
--------------------------------------
Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President

Address: ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇

Attention: Doriano Meta

Telephone: ▇▇ ▇ ▇▇▇▇ ▇▇▇▇
Facsimile: 61 2 9221 1023

[SIGNATURE PAGE TO AUSTRALIAN CREDIT AGREEMENT]

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66
$25,000,000 CITIBANK, N.A. (ARBN 072 814 058), as an
Australian Lender

By: /s/ CITIBANK, N.A.
--------------------------------------
Name:
Title:

Address: ▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇. 3000

Attention: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Telephone: ▇▇ ▇ ▇▇▇▇ ▇▇▇▇
Facsimile: 61 3 9653 7301

---------------
$125,000,000

AGGREGATE
COMMITMENT

[SIGNATURE PAGE TO AUSTRALIAN CREDIT AGREEMENT]

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1 EXHIBIT 10.3 [AUSTRALIAN CREDIT AGREEMENT] CREDIT AGREEMENT dated as of October 31, 1996

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