EXHIBIT 10.2 [CANADIAN CREDIT AGREEMENT] CREDIT AGREEMENT dated as of June 12, 1997

EXHIBIT 10.2

[CANADIAN CREDIT AGREEMENT]

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CREDIT AGREEMENT

dated as of June 12, ▇▇▇▇

▇▇▇▇▇

▇▇▇▇▇▇ ▇▇▇▇▇▇ LTD.,

THE LENDERS PARTY HERETO,

▇▇▇▇▇▇ GUARANTY TRUST COMPANY,
as Global ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,

▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇,
as Canadian Documentation Agent,

THE CHASE MANHATTAN BANK OF CANADA,
as Canadian Syndication Agent,

BANK OF MONTREAL,
as Canadian Administrative Agent,

and

THE CHASE MANHATTAN BANK,
as Global Administrative Agent

CHASE SECURITIES INC.,
as Global Arranger

▇▇ ▇▇▇▇▇▇ SECURITIES INC.,
as Global Co-Arranger

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TABLE OF CONTENTS

ARTICLE I Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1. Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2. Classification of Loans and Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
1.3. Terms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
1.4. Accounting Terms; GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE II The Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2.1. Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2.2. Loans and Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.3. Requests for Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.4. [Intentionally omitted] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.5. Funding of Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.6. Extension of Maturity Date and of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . 18
2.7. Interest Elections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
2.8. Termination and Reduction of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
2.9. Repayment of Loans; Evidence of Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
2.10. Prepayment of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.11. Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.12. Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
2.13. Alternate Rate of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
2.14. Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
2.15. Break Funding Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
2.16. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
2.17. Payments Generally; Pro Rata Treatment; Sharing of Set-offs . . . . . . . . . . . . . . . . . . 28
2.18. Mitigation Obligations; Replacement of Lenders . . . . . . . . . . . . . . . . . . . . . . . . . 30
2.19. Currency Conversion and Currency Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE III Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
3.1. Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
3.2. Authorization and Validity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
3.3. Government Approval and Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
3.4. Unfunded Pension Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
3.5. Regulation U . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
3.6. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
3.7. Subsidiaries; Restricted Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

ARTICLE IV Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4.1. Initial Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

4.2. All Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

ARTICLE V Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
5.1. Financial Reporting and Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
5.2. Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
5.3. Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
5.4. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
5.5. Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
5.6. Minimum Book Value for Assets of
Parent and its Restricted Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
5.7. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

ARTICLE VI Financial Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
6.1. Minimum Tangible Net Worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
6.2. Ratio of Total Debt to Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

ARTICLE VII Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
7.1. Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
7.2. Mergers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
7.3. Asset Dispositions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
7.4. Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
7.5. Restrictive Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
7.6. Guaranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

ARTICLE VIII Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
8.1. Listing of Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
8.2. Action if Bankruptcy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
8.3. Action if Other Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE IX Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

ARTICLE X Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
10.1. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
10.2. Waivers; Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
10.3. Expenses; Indemnity; Damage Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
10.4. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
10.5. Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
10.6. Counterparts; Integration; Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
10.7. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
10.8. Right of Setoff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
10.9. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS . . . . . . . . . . . . . . . . . . . 55
10.10. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

10.11. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
10.12. Interest Rate Limitation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
10.13. NO ORAL AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

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SCHEDULES AND EXHIBITS

EXHIBITS:

Exhibit A-1 Form of Legal Opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Verchere
Exhibit A-2 Form of Legal Opinion of Chamberlain, Hrdlicka, White, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
Exhibit B Form of Legal Opinion of Burnet, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
Exhibit C Form of Compliance Certificate
Exhibit D Form of Assignment and Acceptance
Exhibit E Form of Borrowing/Interest Election Request
Exhibit F Form of Guaranty

SCHEDULES:

Schedule 2.1 Commitments
Schedule 3.7 Subsidiaries; Restricted Subsidiaries
Schedule 7.1 Liens

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CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of June 12, 1997, is among APACHE
CANADA LTD., a corporation organized under the laws of the Province of Alberta,
Canada, the LENDERS (as defined below) party hereto, ▇▇▇▇▇▇ GUARANTY TRUST
COMPANY, as Global ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇, as Canadian
Documentation Agent, THE CHASE MANHATTAN BANK OF CANADA, as Canadian
Syndication Agent, BANK OF MONTREAL, as Canadian Administrative Agent, and THE
CHASE MANHATTAN BANK, as Global Administrative Agent.

The parties hereto agree as follows:

ARTICLE I

Definitions

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

"ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

"Accepting Lenders" is defined in Section 2.6(c).

"Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.

"Administrative Questionnaire" means an Administrative Questionnaire
in a form supplied by the Global Administrative Agent.

"Affiliate" means, with respect to a specified Person, another Person
that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

"Agents" means each of the Global Administrative Agent, the Global
Documentation Agent, the Canadian Administrative Agent, the Canadian
Syndication Agent and the Canadian Documentation Agent.

"Agreed Currency" is defined in Section 2.19(a).
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"Agreement" means this Credit Agreement, as it may be amended,
supplemented, restated or otherwise modified and in effect from time to time.

"Alternate Base Rate" means, for any day, a rate per annum equal to
the greatest of (a) the U.S. Base Rate in effect on such day and (b) the
Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change
in the Alternate Base Rate due to a change in the U.S. Base Rate or the Federal
Funds Effective Rate shall be effective from and including the effective date
of such change in the U.S. Base Rate or the Federal Funds Effective Rate,
respectively.

"Annual Certificate of Extension" means a certificate of Parent and
Borrower, executed by an Authorized Officer and delivered to the Global
Administrative Agent and the Canadian Administrative Agent, in a form
acceptable to the Global Administrative Agent and the Canadian Administrative
Agent, which requests an extension of the then scheduled Maturity Date pursuant
to Section 2.6.

"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 ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇.

"Applicable Percentage" means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment.
If the Commitments have terminated or expired, the Applicable Percentages shall
be determined based upon the Commitments most recently in effect, giving effect
to any assignments.

"Applicable Rate" means, for any day, with respect to any Eurodollar
Loan, or with respect to the Facility Fees payable hereunder, as the case may
be, the applicable rate per annum set forth below under the caption "Eurodollar
Margin" or "Facility Fee", as the case may be, based upon the ratings by
▇▇▇▇▇'▇, S&P and D&P, respectively, applicable on such date to the Index Debt:

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Facility Fee (in basis Eurodollar Margin (in basis
Index Debt Ratings: points) points)
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Category 1: A/A2 6.00 16.50
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Category 2: A-/A3 8.00 17.00
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Category 3: BBB+/Baa1 9.00 18.50
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Category 4: BBB/Baa2 12.00 20.50
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Category 5: BBB-/Baa3 17.50 25.00
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Category 6: Less than BBB-/Baa3 25.00 50.00
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For purposes of the foregoing, (i) if either ▇▇▇▇▇'▇, S&P or D&P shall
not have in effect a rating for the Index Debt (other than by reason of the
circumstances referred to in the last sentence of this definition), then such
rating agency shall be deemed to have established a rating in Category 6; (ii)
if the ratings established or deemed to have been established by ▇▇▇▇▇'▇, S&P
and D&P for the Index Debt shall fall within different Categories, the
Applicable Rate shall be based on the highest two ratings, unless the highest
two ratings shall fall within different Categories in which case the Applicable
Rate shall be based on the lower of the highest two ratings; and (iii) if the
ratings established or deemed to have been established by ▇▇▇▇▇'▇, S&P and D&P
for the Index Debt shall be changed (other than as a result of a change in the
rating system of ▇▇▇▇▇'▇, S&P or D&P), such change shall be effective as of the
date on which it is first announced by the applicable rating agency. Each
change in the Applicable Rate shall apply during the period commencing on the
effective date of such change and ending on the date immediately preceding the
effective date of the next such change. If the rating system of ▇▇▇▇▇'▇, S&P
or D&P shall change, or if any such rating agency shall cease to be in the
business of rating corporate debt obligations, Parent, Borrower and the Lenders
shall negotiate in good faith to amend this definition to reflect such changed
rating system or the unavailability of ratings from such rating agency and,
pending the effectiveness of any such amendment, the Applicable Rate shall be
determined by reference to the rating most recently in effect prior to such
change or cessation.

"Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an assignee (with the consent of any party whose consent
is required by Section 10.4), and accepted by the Canadian Administrative
Agent, in substantially the form of Exhibit D or any other form approved by the
Canadian Administrative Agent.

"Australian Administrative Agent" means Citisecurities Limited (ACN
▇▇▇ ▇▇▇ ▇▇▇) in its capacity as Australian administrative agent for the lenders
party to the Australian Credit Agreement and any successor thereto.

"Australian Borrower" means Apache Energy Limited and Apache Oil
Australia.

"Australian Credit Agreement" means that certain Credit Agreement of
even date herewith among the Australian Borrower, the Australian Lenders, the
Global Administrative Agent, the Global Documentation Agent, the Australian
Administrative Agent, Bank of America National Trust and Savings Association,
Sydney Branch (ARBN 064 874 531), as Australian documentation

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agent, and The Chase Manhattan Bank (ARBN 074 112 011) as Australian
syndication agent, as it may be amended, supplemented, restated or otherwise
modified and in effect from time to time.

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

"Australian Loan Documents" means the Australian Credit Agreement, any
notes, any guaranties, any assignment agreements, and the agreement with
respect to fees, 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 Borrower, the Chairman,
the President, the Vice President and Chief Financial Officer and the Treasurer
of Borrower, and any officer or employee of Borrower specified as such to the
Canadian Administrative Agent and Global Administrative Agent in writing by any
of the aforementioned officers of Borrower, or, with respect to Parent, the
Chairman, the Vice President and Chief Financial Officer and the Treasurer of
Parent, and any officer or employee of Parent specified as such to the Canadian
Administrative Agent and the Global Administrative Agent in writing by any of
the aforementioned officers of Parent.

"Availability Period" means the period from and including the Global
Effective Date to but excluding the earlier of the Maturity Date and the date
of termination of the Commitments.

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

"Borrowing" means Loans of the same Type, made, converted or continued
on the same date and, in the case of Eurodollar Loans, as to which a single
Interest Period is in effect.

"Borrowing Request" means a request by Borrower for a Borrowing in
accordance with Section 2.3, in substantially the form of Exhibit E or any
other form approved by the Canadian Administrative Agent and the Global
Administrative Agent.

"Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and New York are authorized
or required by law to remain closed; provided that, when used in connection
with a Eurodollar Loan, the term "Business Day" shall also exclude any day on
which banks are not open for dealings in dollar deposits in the London
interbank market.

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

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"Canadian Documentation Agent" means Royal Bank of Canada, in its
capacity as Canadian documentation agent for the Lenders hereunder.

"Canadian Syndication Agent" means The Chase Manhattan Bank of Canada,
in its capacity as Canadian Syndication Agent for the Lenders hereunder.

"Capital" means the consolidated shareholder's equity of Parent and
its Subsidiaries plus the consolidated Debt of Parent and its Subsidiaries.

"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 GAAP.

"CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, 42 U.S.C. Section 9601, et. seq., as amended from
time to time.

"Change in Law" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender (or, for
purposes of Section 2.16(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

"Combined Commitments" means, with respect to each Combined Lender,
the commitment of such Combined Lender to make Loans (or in the case of U.S.
Lenders, "Revolving Loans" (as defined in the U.S. Credit Agreement)),
expressed as an amount representing the maximum aggregate amount of such
Combined Lender's Credit Exposure (or in the case of the U.S. Lender's,
"Revolving Credit Exposure" (as defined in the U.S. Credit Agreement)) under
the Combined Credit Agreements, as such commitment may be reduced, increased or
terminated from time to time pursuant to the Global Loan Documents. The
initial amount of each Combined Lender's Commitment is set forth on Schedule
2.1 to the applicable Combined Credit Agreement, or in a Assignment and
Acceptance (as defined in this Agreement and the U.S. Credit Agreement) or in a
Substitution Certificate (as defined in the Australian Credit Agreement)
pursuant to which such Combined Lender shall have assumed its Combined
Commitment, as applicable. The initial aggregate amount of the Combined
Lenders' Combined Commitments is $1,000,000,000.

"Combined Credit Agreements" means this Agreement, the Australian
Credit Agreement and the U.S. Credit Agreement.

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

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"Combined Loan Documents" means the Loan Documents, the Australian
Loan Documents and the U.S. Loan Documents.

"Combined Loans" means the loans made by the Combined Lenders to
Borrower, Parent and Australian Borrower pursuant to the Combined Loan
Documents.

"Combined Required Lenders" means Combined Lenders having in the
aggregate 51% of the aggregate total Combined Commitments under the Combined
Loan Documents, or, if the Combined Commitments have been terminated, Combined
Lenders holding 51% of the aggregate unpaid principal amount of the outstanding
Combined Loans under the Combined Loan Documents.

"Commitment" means, with respect to each Lender, the commitment of
such Lender to make Loans, expressed as an amount representing the maximum
aggregate amount of such Lender's Credit Exposure hereunder, as such commitment
may be (a) reduced from time to time pursuant to Section 2.8, (b) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 10.4 and (c) terminated pursuant to Sections 8.2 or 8.3.
The initial amount of each Lender's Commitment is set forth on Schedule 2.1, or
in the Assignment and Acceptance pursuant to which such Lender shall have
assumed its Commitment, as applicable. The initial aggregate amount of the
Lenders' Commitments is $125,000,000.

"Consolidated Tangible Net Worth" means (i) the consolidated
shareholder's equity of Parent and its Subsidiaries (determined in accordance
with GAAP), less (ii) the amount of consolidated intangible assets of Parent
and its Subsidiaries, plus (iii) the aggregate amount of any non-cash write
downs, on a consolidated basis, by Parent and its Subsidiaries during the term
hereof.

"Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

"Credit Exposure" means, with respect to any Lender at any time, the
sum of the outstanding principal amount of such Lender's Loans at such time.

"Debt" of any Person means indebtedness, including capital leases,
shown as debt on a consolidated balance sheet of such Person prepared in
accordance with GAAP.

"Declining Lenders" is defined in Section 2.6(c).

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

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

"D&P" means Duff & ▇▇▇▇▇▇ Credit Rating Company and any successor
thereto that is a nationally recognized rating agency.

"Environmental Laws" means all applicable federal, state, provincial,
territorial or local statutes, laws, ordinances, codes, rules and regulations
(including consent decrees and administrative orders) relating to public health
and safety and protection of the environment (including, for example and
without limitation, the Environmental Protection and Enhancement Act (Alberta)
and the Canadian Environmental Protection Act).

"Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation,
fines, penalties or indemnities), of Borrower or any Subsidiary directly or
indirectly resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

"Eurodollar", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

"Event of Default" has the meaning assigned to such term in Article
VIII.

"Excluded Taxes" means, with respect to any Agent, any Lender or any
other recipient of any payment to be made by or on account of any obligation of
Borrower hereunder, (a) income or franchise taxes imposed on (or measured by)
its net income by the federal, or any provincial, government of Canada, or by
the jurisdiction under the laws of which such recipient is organized or in
which its principal office is located or, in the case of any Lender, in which
its applicable lending office is located, (b) any branch profits taxes imposed
by the federal, or any provincial, government of Canada or any similar tax
imposed by any other jurisdiction in which Borrower is located and (c) in the
case of a Foreign Lender (other than an assignee pursuant to a request by
Borrower under Section 2.18(b)), any withholding tax that is imposed on amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party
to this Agreement (or designates a new lending office) or is attributable to
such Foreign Lender's failure to comply with Section 2.16(e), except to the
extent that such Foreign Lender (or its assignor, if any) was entitled, at the
time of designation of a new lending office (or assignment), to receive
additional amounts from Borrower with respect to such withholding tax pursuant
to Section 2.16(a).

"Existing Global Credit Facilities" means (i) that certain Fourth
Amended and Restated Credit Agreement, dated as October 31, 1996, among Parent,
the lenders party thereto, The First

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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, (ii) that certain Credit Agreement, dated as
October 31, 1996, among the Australian Borrower, the lenders party thereto, The
First National Bank of Chicago, as global administrative agent, Chase
Securities Australia Limited (ACN 002 888 011), as Australian administrative
agent, First Chicago Capital Markets, Inc., as arranger, and Chase Securities
Inc., as arranger, and (iii) that certain Credit Agreement, dated as October
31, 1996, among the Borrower, the lenders party thereto, The First National
Bank of Chicago, as global administrative agent, Bank of Montreal, as Canadian
administrative agent, First Chicago Capital Markets, Inc., as arranger, and
Chase Securities Inc., as arranger.

"Facility Fee" is defined in Section 2.11.

"Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates
on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is not
so published for any day that is a Business Day, the average (rounded upwards,
if necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Global Administrative Agent from three Federal
funds brokers of recognized standing selected by it.

"Foreign Lender" means any Lender that is not a resident in Canada for
purposes of the Income Tax Act (Canada). For purposes of this definition,
Canada and each Province thereof shall be deemed to constitute a single
jurisdiction.

"GAAP" means generally accepted accounting principles as in effect
from time to time, applied on a basis consistent with the most recent financial
statements of Parent, Borrower and their Subsidiaries delivered to the Lenders
pursuant hereto.

"Global Administrative Agent" means The Chase Manhattan Bank, in its
capacity as global administrative agent for the Combined Lenders.

"Global Documentation Agent" means ▇▇▇▇▇▇ Guaranty Trust Company, in
its capacity as global documentation agent for the Lenders hereunder.

"Global Effective Date" means a date agreed upon by Parent, Borrower,
the Canadian Administrative Agent and the Global Administrative Agent as the
date on which the conditions specified in Section 4.1 of each Combined Credit
Agreement are satisfied (or waived in accordance with Section 10.2 of each
Combined Credit Agreement).

"Global Effectiveness Notice" means a notice and certificate of Parent
and Borrower properly executed by an Authorized Officer of Parent and Borrower,
respectively, addressed to

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the Combined Lenders and delivered to the Global Administrative Agent and the
Canadian Administrative Agent, in sufficient number of counterparts to provide
one for each such lender and each agent under each Combined Credit Agreement,
whereby Parent certifies satisfaction of all the conditions precedent to the
effectiveness under Section 4.1 of each Combined Credit Agreement.

"Governmental Authority" means the government of Canada, any other
nation or any political subdivision thereof, whether state, provincial,
territorial or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.

"Guaranty" means that certain Guaranty, dated as of June 12, 1997, by
Parent in favor of the Lenders and the other Lender Parties (as defined
therein), in substantially the form of Exhibit F or any other form approved by
the Global Administrative Agent and the Canadian Administrative Agent, 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; or (c) any pollutant or contaminant or hazardous, dangerous
or toxic chemical, material or substance within the meaning of any other
Environmental Law.

"Indebtedness" of any Person means all (i) Debt, and (ii) guaranties
or other contingent obligations in respect of the Debt of any other Person.

"Indemnified Taxes" means Taxes other than Excluded Taxes.

"Index Debt" means senior, unsecured, non-credit enhanced, long-term
indebtedness for borrowed money of Parent that is not guaranteed by any other
Person or subject to any other credit enhancement.

"Interest Election Request" means a request by Borrower to convert or
continue a Borrowing in accordance with Section 2.7, in substantially the form
of Exhibit E or any other form approved by the Global Administrative Agent and
the Canadian Administrative Agent.

"Interest Payment Date" means (a) with respect to any ABR Loan, the
last day of each March, June, September and December, and (b) with respect to
any Eurodollar Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a Eurodollar
Borrowing with an Interest Period of more than three (3) months' duration, each
day prior to the last day of such Interest Period that occurs at intervals of
three (3) months' duration after the first day of such Interest Period.

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"Interest Period" means the period commencing on the date of any
Eurodollar Borrowing and ending on the numerically corresponding day, or, with
the consent of the Canadian Administrative Agent, such other day, in the
calendar month that is one, two, three or six months (or, with the consent of
each Lender, nine or twelve months) thereafter, as Borrower may elect,
provided, that (i) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless such next succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the next
preceding Business Day and (ii) any Interest Period that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest Period.
For purposes hereof, the date of a Borrowing initially shall be the date on
which such Borrowing is made and thereafter shall be the effective date of the
most recent conversion or continuation of such Borrowing.

"Judgment Currency" is defined in Section 2.19(b).

"Lenders" means the Persons listed on Schedule 2.1 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto
pursuant to an Assignment and Acceptance.

"LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Telerate Service (or on
any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as reasonably determined by
the Global Administrative Agent, the Canadian Administrative Agent and the
Borrower from time to time for purposes of providing quotations of interest
rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is
not available at such time for any reason, then the "LIBO Rate" with respect to
such Eurodollar Borrowing for such Interest Period shall be the rate at which
dollar deposits of $5,000,000 and for a maturity comparable to such Interest
Period are offered by the principal London office of the Global Administrative
Agent in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

"Lien" means any mortgage, pledge, lien, encumbrance, charge, or
security interest of any kind, granted or created to secure Indebtedness;
provided, however, that, with respect to any prohibitions of Liens on Property,
the following transactions shall not be deemed to create a Lien to secure
Indebtedness; (i) production payments and (ii) liens required by statute and
created in favor of Canadian governmental entities to secure partial, progress,
advance, or other payments intended to be used primarily in connection with air
or water pollution control.

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16
"Loan Document" means this Agreement, the Guaranty, any Borrowing
Request, any Interest Election Request, any Annual Certificate of Extension,
any Assignment and Acceptance, any election notice, the agreement with respect
to fees described in Section 2.11(b), and each other agreement, document or
instrument delivered by Borrower or any other Person in connection with this
Agreement, as such may be amended from time to time.

"Loans" means the loans made by the Lenders to Borrower pursuant to
this Agreement.

"Material Adverse Effect" means, as to any matter, that such matter
could reasonably be expected to materially and adversely affect the assets,
business, properties, condition (financial or otherwise) of Parent and its
Subsidiaries taken as a whole. No matter shall be considered to result, or be
expected to result, in a Material Adverse Effect unless such matter causes
Parent and its Subsidiaries, on a consolidated basis, to suffer a loss or incur
a cost equal to at least ten percent (10%) of Parent's Consolidated Tangible
Net Worth.

"Maturity Date" means the Original Maturity Date, or such other later
date as may result from any extension requested by Borrower and Parent and
consented to by the Lenders pursuant to Section 2.6.

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

"Obligations" means, at any time, the sum of (i) the outstanding
principal amount of any Loans plus (ii) all accrued and unpaid interest and
Facility Fees plus (iii) all other obligations of Borrower or any Subsidiary to
any Lender or any Agent, whether or not contingent, arising under or in
connection with any of the Loan Documents.

"Original Maturity Date" means June 12, 2002.

"Other Currency" is defined in Section 2.19(a).

"Other Taxes" means any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement.

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

"Person" means any natural person, corporation, limited liability
company, joint venture, partnership, firm, association, trust, government,
governmental agency or any other entity, whether acting in an individual,
fiduciary or other capacity.

"Property" means (i) any property owned or leased by Borrower or any
Subsidiary, or any interest of Borrower or any Subsidiary in property, which is
considered by Borrower to be

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capable of producing oil, gas, or minerals in commercial quantities, (ii) any
interest of Borrower or any Subsidiary in any refinery, processing or
manufacturing plant owned or leased by Borrower or any manufacturing plant owned
or leased by Borrower or any Subsidiary, (iii) any interest of Borrower or any
Subsidiary in all present and future oil, gas, other liquid and gaseous
hydrocarbons, and other minerals now or hereafter produced from any other
Property or to which Borrower or any Subsidiary may be entitled as a result of
its ownership of any Property, and (iv) all real and personal assets owned or
leased by Borrower or any Subsidiary used in the drilling, gathering,
processing, transportation, or marketing of any oil, gas, and other hydrocarbons
or minerals, except (a) any such real or personal assets related thereto
employed in transportation, distribution or marketing or (b) any interest of
Borrower or any Subsidiary in, any refinery, processing or manufacturing plant,
or portion thereof, which property described in clauses (a) or (b), in the
opinion of the Board of Directors of Borrower, is not a principal plant or
principal facility in relation to the activities of Borrower and its
Subsidiaries taken as a whole.

"Register" has the meaning set forth in Section 10.4.

"Regulation U" means any of Regulations G, T, U or X of the Board of
Governors of the Federal Reserve System of the United States from time to time
in effect and shall include any successor or other regulations or official
interpretations of said Board 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.

"Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.

"Replacement Lenders" is defined in Section 2.6(c)(ii).

"Required Lenders" means Lenders having in the aggregate 51% of the
aggregate total Commitments, or, if the Commitments have been terminated,
Lenders holding 51% of the aggregate unpaid principal amount of the outstanding
Obligations.

"Resource Conservation and Recovery Act" means the Resource
Conservation and Recovery Act, 42 U.S.C. Section 690, et seq., as amended from
time to time.

"Restricted Subsidiary" means any Subsidiary of Borrower or Parent
that owns any asset representing or consisting of an entitlement to production
from, or other interest in, reserves of oil, gas or other minerals in place
located in the United States, Canada or Australia or is otherwise designated in
writing by Parent to the Global Administrative Agent.

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

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"Statutory Reserve Rate" means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the applicable maximum reserve percentages
(including any basic, marginal, special, emergency or supplemental reserves)
expressed as a decimal with respect to the Adjusted LIBO Rate, for eurocurrency
funding. Eurodollar Loans shall be deemed to constitute eurocurrency funding
and to be subject to such reserve requirements without benefit of or credit for
proration, exemptions or offsets that may be available from time to time. The
Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

"subsidiary" means, with respect to any Person, any corporation or
other similar entity of which more than 50% of the outstanding capital stock
(or other equity) having ordinary voting power to elect a majority of the Board
of Directors of such corporation or entity (irrespective of whether or not at
the time capital stock or any other class or classes of such corporation or
entity shall or might have voting power upon the occurrence of any contingency)
is at the time directly or indirectly owned by such Person.

"Subsidiary" means any subsidiary of Borrower or Parent.

"Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

"Transactions" means the execution, delivery and performance by
Borrower of this Agreement and the other Loan Documents, the borrowing of Loans
and the use of the proceeds thereof.

"Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate or the
Alternate Base Rate.

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

"Unrestricted Subsidiary" means any Subsidiary of Borrower that is not
a Restricted Subsidiary.

"U.S. Base Rate" means the rate of interest per annum announced from
time to time by the Canadian Administrative Agent as the reference rate used by
it for determining interest rates charged on U.S. Dollar commercial loans made
in Canada; each change in the U.S. Base Rate shall be effective from and
including the date such change is announced as being effective.

"U.S. Credit Agreement" means that certain Credit Agreement of even
date herewith among the Parent, the U.S. Lenders, the Global Administrative
Agent, the Global Documentation Agent, the U.S. Documentation Agent, the U.S.
Syndication Agent, NationsBank of Texas, N.A.,

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as Co-agent, and Union Bank of Switzerland, Houston Agency, as Co-agent, as it
may be amended, supplemented, restated or otherwise modified and in effect from
time to time.

"U.S. Documentation Agent" means The First National Bank of Chicago,
in its capacity as U.S. documentation agent for the Lenders hereunder.

"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
assignment agreements, and the agreement with respect to fees, 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.

"U.S. Syndication Agent" means ▇▇▇▇▇▇ Guaranty Trust Company, in its
capacity as U.S. syndication agent for the Lenders hereunder.

SECTION 1.2. Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Type
(e.g., a "Eurodollar Loan"). Borrowings also may be classified and referred to
by Type (e.g., a "Eurodollar Borrowing").

SECTION 1.3. Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth
herein), (b) any reference herein to any Person shall be construed to include
such Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.

SECTION 1.4. Accounting Terms; GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided
that, if Borrower notifies the Canadian Administrative

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Agent and the Global Administrative Agent that Borrower requests an amendment
to any provision hereof to eliminate the effect of any change occurring after
the date hereof in GAAP or in the application thereof on the operation of such
provision (or if the Canadian Administrative Agent and the Global
Administrative Agent notify Borrower that the Required Lenders request an
amendment to any provision hereof for such purpose), regardless of whether any
such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in
effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in
accordance herewith.

ARTICLE II

The Credits

SECTION 2.1. Commitments. Subject to the terms and conditions
set forth herein, each Lender agrees to make Loans in U.S. Dollars to Borrower
from time to time during the Availability Period in an aggregate principal
amount that will not result in (a) such Lender's Credit Exposure exceeding such
Lender's Commitment or (b) the Credit Exposures exceeding the total
Commitments. Within the foregoing limits and subject to the terms and
conditions set forth herein, Borrower may borrow, prepay and reborrow Loans.

SECTION 2.2. Loans and Borrowings.

(a) Each Loan shall be made as part of a Borrowing consisting of
Loans made by the Lenders ratably in accordance with their respective
Commitments. The failure of any Lender to make any Loan required to be made by
it shall not relieve any other Lender of its obligations hereunder; provided
that the Commitments of the Lenders are several and no Lender shall be
responsible for any other Lender's failure to make Loans as required.

(b) Subject to Section 2.13, each Borrowing shall be comprised
entirely of ABR Loans or Eurodollar Loans as Borrower may request in accordance
herewith. Each Lender at its option may make any Eurodollar Loan by causing
any domestic or foreign branch or Affiliate of such Lender to make such Loan;
provided that any exercise of such option shall not affect the obligation of
Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Eurodollar
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 and not less than $5,000,000 (including any continuation
or conversion of existing Loans made in connection therewith). At the time
that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount
that is an integral multiple of $1,000,000 and not less than $5,000,000
(including any continuation or conversion of existing Loans made in connection
therewith); provided that an ABR Borrowing may be in an aggregate amount that
is equal to the entire unused balance of the total Commitments. Borrowings of
more than one Type may be outstanding at the

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same time; provided that there shall not at any time be more than a total of
ten (10) Eurodollar Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement,
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Maturity Date.

SECTION 2.3. Requests for Borrowings. To request a
Borrowing, Borrower shall notify the Canadian Administrative Agent of such
request by telephone (a) in the case of a Eurodollar Borrowing, not later than
1:00 p.m., Toronto time, three Business Days before the date of the proposed
Borrowing or (b) in the case of an ABR Borrowing, not later than noon, Toronto
time, on the date of the proposed Borrowing. Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery
or telecopy to the Canadian Administrative Agent of a written Borrowing Request
in a form approved by the Canadian Administrative Agent and signed by Borrower.
Each such telephonic and written Borrowing Request shall specify the following
information in compliance with Section 2.2:

(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a
Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing
or a Eurodollar Borrowing; and

(iv) in the case of a Eurodollar Borrowing, the
initial Interest Period to be applicable thereto, which shall be a
period contemplated by the definition of the term "Interest Period".

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to
have selected an Interest Period of one month's duration. Promptly following
receipt of a Borrowing Request in accordance with this Section, the Canadian
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.

SECTION 2.4. [Intentionally omitted].

SECTION 2.5. Funding of Borrowings.

(a) Each Lender shall make each Loan to be made by it hereunder on
the proposed date thereof by wire transfer of immediately available funds by
1:00 p.m., Toronto time, to the account of the Canadian Administrative Agent
most recently designated by it for such purpose by notice to the Lenders. The
Canadian Administrative Agent will make such Loans available to

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Borrower by promptly crediting the amounts so received, in like funds, to an
account of Borrower designated by Borrower from time to time in a written
notice to the Canadian Administrative Agent executed by two Authorized
Officers.

(b) Unless the Canadian Administrative Agent shall have received
notice from a Lender prior to the proposed date of any Borrowing that such
Lender will not make available to the Canadian Administrative Agent such
Lender's share of such Borrowing, the Canadian Administrative Agent may assume
that such Lender has made such share available on such date in accordance with
paragraph (a) of this Section and may, in reliance upon such assumption, make
available to Borrower a corresponding amount. In such event, if a Lender has
not in fact made its share of the applicable Borrowing available to the
Canadian Administrative Agent, then the applicable Lender and Borrower
severally agree to pay to the Canadian Administrative Agent forthwith on demand
such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to Borrower to but excluding
the date of payment to the Canadian Administrative Agent, at (i) in the case of
such Lender, the greater of the Federal Funds Effective Rate or a rate
determined by the Canadian Administrative Agent in accordance with banking
industry rules in Canada on interbank compensation or (ii) in the case of
Borrower, the interest rate applicable to Loans made in such Borrowing. If
such Lender pays such amount to the Canadian Administrative Agent, then such
amount shall constitute such Lender's Loan included in such Borrowing.

SECTION 2.6. Extension of Maturity Date and of Commitments.

(a) Subject to the other provisions of this Agreement and provided
that no Event of Default has occurred and is continuing, the total Commitments
shall be effective for an initial period from the Global Effective Date to the
Original Maturity Date; provided that the Maturity Date, and concomitantly the
total Commitments, may be extended for successive one year periods expiring on
the date which is one (1) year from the then scheduled Maturity Date. If
Parent and Borrower shall request in an Annual Certificate of Extension
delivered to the Canadian Administrative Agent and the Global Administrative
Agent at least 45 days prior to the date which is four years prior to the
Maturity Date that the Maturity Date be extended for one year from the then
scheduled Maturity Date, then the Canadian Administrative Agent shall promptly
notify each Lender of such request and each Lender shall notify the Canadian
Administrative Agent, no later than 30 days prior to the date which is four
years prior to the Maturity Date, whether such Lender, in the exercise of its
sole discretion, will extend the Maturity Date for such one year period. Any
Lender which shall not timely notify the Canadian Administrative Agent whether
it will extend the Maturity Date shall be deemed to not have agreed to extend
the Maturity Date. No Lender shall have any obligation whatsoever to agree to
extend the Maturity Date. Any agreement to extend the Maturity Date by any
Lender shall be irrevocable, except as provided in Section 2.6(c).

(b) If all Lenders notify the Canadian Administrative Agent
pursuant to clause (a) of this Section 2.6 of their agreement to extend the
Maturity Date, then the Canadian Administrative

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Agent shall so notify the Global Administrative Agent, each Lender and
Borrower, and such extension shall be effective without other or further action
by any party hereto for such additional one year period.

(c) If Lenders constituting at least the Required Lenders approve
the extension of the then scheduled Maturity Date (such Lenders agreeing to
extend the Maturity Date herein called the "Accepting Lenders") and if one or
more Lenders shall notify, or be deemed to notify, the Canadian Administrative
Agent pursuant to clause (a) of this Section 2.6 that they will not extend the
then scheduled Maturity Date (such Lenders herein called the "Declining
Lenders"), then (A) the Canadian Administrative Agent shall promptly so notify
Borrower and the Accepting Lenders, (B) the Accepting Lenders shall, upon
Borrower's election to extend the then scheduled Maturity Date in accordance
with clause (i) or (ii) below, extend the then scheduled Maturity Date and (C)
Borrower shall, pursuant to a notice delivered to the Canadian Administrative
Agent, the Accepting Lenders and the Declining Lenders, no later than the tenth
(10th) day following the date by which each Lender is required, pursuant to
Section 2.6(a), to approve or disapprove the requested extension of the total
Commitments, either:

(i) elect to extend the Maturity 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 Maturity Date except for the operation
of this Section 2.6. On such date, (x) Borrower shall deliver a
notice of the effectiveness of such termination to the Declining
Lenders with a copy to the Canadian Administrative Agent and (y)
Borrower shall pay in full in immediately available funds all
Obligations of Borrower owing to the Declining Lenders, including any
amounts required pursuant to Section 2.15, and (z) upon the
occurrence of the events set forth in clauses (x) and (y), the
Declining Lenders shall each cease to be a Lender hereunder for all
purposes, other than for purposes of Sections 2.14 through 2.17,
Section 2.19 and Section 10.3, and shall cease to have any obligations
or any Commitment hereunder, other than to the Agents pursuant to
Article IX, and the Canadian Administrative Agent shall promptly
notify the Accepting Lenders and Borrower of the new Commitments; or

(ii) elect to extend the Maturity Date with respect to
the Accepting Lenders and, prior to or no later than the then
scheduled Maturity Date, (A) to replace one or more of the Declining
Lender or Declining Lenders with another lender or lenders reasonably
acceptable to the Canadian Administrative Agent (such lenders herein
called the "Replacement Lenders") and (B) Borrower shall pay in full
in immediately available funds all Obligations of Borrower owing to
any 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 Declining Lender's or Declining
Lenders' rights and obligations 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 Obligations payable to such Declining Lender
or Declining Lenders plus any accrued but

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unpaid interest on such Obligations and accrued but unpaid fees or
other amounts owing in respect of such Declining Lender's or Declining
Lenders' Loans and Commitments hereunder, and (y) upon the payment of
such amounts referred to in clause(x) and the execution of an
Assignment and Acceptance by the Replacement Lender or Replacement
Lenders and the Declining Lender or Declining Lenders, the Replacement
Lender or Replacement Lenders shall each constitute a Lender hereunder
and the Declining Lender or Declining Lenders being so replaced shall
no longer constitute a Lender (other than for purposes of Sections
2.14 through 2.17, Section 2.19 and Section 10.3), and shall no longer
have any obligations hereunder, other than to the Agents pursuant to
Article IX; 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 Canadian Administrative Agent and
the Global Administrative Agent (which shall promptly notify the
Lenders thereof) no later than the tenth (10th) day following the date
by which each Lender is required, pursuant to Section 2.6(a), to
approve or disapprove the requested extension of the Maturity Date,
and concomitantly the total Commitments.

If Borrower fails to timely provide the election notice referred to in
this clause(c), Borrower 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 Maturity Date, and the concomitant total Commitments, with
respect to the Accepting Lenders, and, on the then scheduled Maturity Date,
Borrower shall repay in full all Obligations under the Loan Documents.

SECTION 2.7. Interest Elections.

(a) Each Borrowing initially shall be of the Type specified in the
applicable Borrowing Request (or an ABR Borrowing if no Type is specified) and,
in the case of a Eurodollar Borrowing, shall have an initial Interest Period as
specified in such Borrowing Request (or one month if no Interest Period is
specified). Thereafter, Borrower may elect to convert such Borrowing to a
different Type or to continue such Borrowing and, in the case of a Eurodollar
Borrowing, may elect Interest Periods therefor, all as provided in this
Section. Borrower may, subject to the requirements of Section 2.2(c), elect
different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such
portion shall be considered a separate Borrowing.

(b) To make an election pursuant to this Section, Borrower shall
notify the Canadian Administrative Agent of such election by telephone by the
time that a Borrowing Request would be required under Section 2.3 if Borrower
were requesting a Borrowing of the Type resulting from such election to be made
on the effective date of such election. Each such telephonic Interest Election
Request shall be irrevocable and shall be confirmed promptly by hand delivery
or

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telecopy to the Canadian Administrative Agent of a written Interest Election
Request signed by Borrower.

(c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.2:

(i) the Borrowing to which such Interest Election
Request applies and, if different options are being elected with
respect to different portions thereof, the portions thereof to be
allocated to each resulting Borrowing (in which case the information
to be specified pursuant to clauses (iii) and (iv) below shall be
specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant
to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR
Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar
Borrowing, the Interest Period to be applicable thereto after giving
effect to such election, which shall be a period contemplated by the
definition of the term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then Borrower shall be deemed to have selected
an Interest Period of one month's duration.

(d) Promptly following receipt of an Interest Election Request,
the Canadian Administrative Agent shall advise each Lender of the details
thereof and of such Lender's portion of each resulting Borrowing.

(e) If Borrower fails to deliver a timely Interest Election
Request with respect to a Eurodollar Borrowing prior to the end of the Interest
Period applicable thereto, then, unless such Borrowing is repaid as provided
herein, at the end of such Interest Period such Borrowing shall be converted to
an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event
of Default has occurred and is continuing and the Canadian Administrative
Agent, at the request of the Required Lenders, so notifies Borrower, then, so
long as an Event of Default is continuing, (i) no outstanding Borrowing may be
converted to or continued as a Eurodollar Borrowing and (ii) unless repaid and
provided the Indebtedness has not been accelerated pursuant to Section 8.3,
each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of
the Interest Period applicable thereto.

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SECTION 2.8. Termination and Reduction of Commitments.

(a) Unless previously terminated, the Commitments shall terminate
on the Maturity Date.

(b) Borrower may at any time terminate, or from time to time
reduce, the Commitments; provided that (i) each reduction of the Commitments
shall be in an amount that is an integral multiple of $1,000,000 and not less
than $5,000,000 and (ii) Borrower shall not terminate or reduce the Commitments
if, after giving effect to any concurrent prepayment of the Loans in accordance
with Section 2.10, the Credit Exposures would exceed the total Commitments.

(c) Borrower shall notify the Canadian Administrative Agent of any
election to terminate or reduce the Commitments under paragraph (b) of this
Section at least two Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Canadian Administrative
Agent shall advise the Lenders of the contents thereof. Each notice delivered
by Borrower pursuant to this Section shall be irrevocable; provided that a
notice of termination of the Commitments delivered by Borrower may state that
such notice is conditioned upon the effectiveness of other credit facilities,
in which case such notice may be revoked by Borrower (by notice to the Canadian
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments
shall be permanent. Each reduction of the Commitments shall be made ratably
among the Lenders in accordance with their respective Commitments.

SECTION 2.9. Repayment of Loans; Evidence of Debt.

(a) Borrower hereby unconditionally promises to pay to the
Canadian Administrative Agent for the account of each Lender the then unpaid
principal amount of each Loan on the Maturity Date.

(b) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of Borrower to such
Lender resulting from each Loan made by such Lender, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder.

(c) The Canadian Administrative Agent shall maintain accounts in
which it shall record (i) the amount of each Loan made hereunder, the Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Canadian Administrative Agent hereunder for the account of the Lenders and
each Lender's share thereof.

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(d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Canadian Administrative Agent to maintain such
accounts or any error therein shall not in any manner affect the obligation of
Borrower to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans made by it be evidenced by
one or more promissory notes. In such event, Borrower shall prepare, execute
and deliver to such Lender promissory notes payable to the order of such Lender
(or, if requested by such Lender, to such Lender and its registered assigns and
in a form approved by the Canadian Administrative Agent and the Global
Administrative Agent). Thereafter, the Loans evidenced by such promissory
notes and interest thereon shall at all times (including after assignment
pursuant to Section 10.4) be represented by one or more promissory notes in
such form payable to the order of the payee named therein (or, if any such
promissory note is a registered note, to such payee and its registered
assigns).

SECTION 2.10. Prepayment of Loans.

(a) Borrower shall have the right at any time and from time to
time to prepay any Borrowing in whole or in part, subject to prior notice in
accordance with paragraph (b) of this Section.

(b) Borrower shall notify the Canadian Administrative Agent by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case
of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., Toronto
time, three Business Days before the date of prepayment or (ii) in the case of
prepayment of an ABR Borrowing, not later than noon, Toronto time, on the date
of prepayment. Each such notice shall be irrevocable and shall specify the
prepayment date and the principal amount of each Borrowing or portion thereof
to be prepaid; provided that, if a notice of prepayment is given in connection
with a conditional notice of termination of the Commitments as contemplated by
Section 2.8, then such notice of prepayment may be revoked if such notice of
termination is revoked in accordance with Section 2.8. Promptly following
receipt of any such notice, the Canadian Administrative Agent shall advise the
Lenders of the contents thereof. Each partial prepayment of any Borrowing
shall be in an amount that would be permitted in the case of an advance of a
Borrowing of the same Type as provided in Section 2.2. Each prepayment of a
Borrowing shall be applied ratably to the Loans included in the prepaid
Borrowing. Prepayments shall be accompanied by accrued interest to the extent
required by Section 2.12 and compensation for break funding, to the extent
required by Section 2.15.

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SECTION 2.11. Fees.

(a) Borrower agrees to pay to the Canadian Administrative Agent
for the account of each Lender a facility fee (the "Facility Fee"), which shall
accrue at the Applicable Rate on the daily amount of the Commitment of such
Lender (whether used or unused) during the period from and including the Global
Effective Date to but excluding the date on which such Commitment terminates;
provided that, if such Lender continues to have any Credit Exposure after its
Commitment terminates, then such Facility Fee shall continue to accrue on the
daily amount of such Lender's Credit Exposure from and including the date on
which its Commitment terminates to but excluding the date on which such Lender
ceases to have any Credit Exposure. Accrued Facility Fees shall be payable in
arrears on the first day of April, July and October and the second day of
January of each year and on the date on which the Commitments terminate,
commencing on the first such date to occur after the date hereof; provided that
any Facility Fees accruing after the date on which the Commitments terminate
shall be payable on demand. All Facility Fees shall be computed on the basis
of a year of 365 days (or 366 days in a leap year) and shall be payable for the
actual number of days elapsed (including the first day but excluding the last
day).

(b) Borrower agrees to pay to the Canadian Administrative Agent,
for its own account, fees payable in the amounts and at the times separately
agreed upon between Borrower and the Canadian Administrative Agent.

(c) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Canadian Administrative Agent for
distribution, in the case of Facility Fees, to the Lenders. Fees paid shall
not be refundable under any circumstances.

SECTION 2.12. Interest.

(a) The Loans comprising each ABR Borrowing shall bear interest at
the Alternate Base Rate.

(b) The Loans comprising each Eurodollar Borrowing shall bear
interest at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Rate.

(c) Notwithstanding the foregoing, if any principal of or interest
on any Loan or any fee or other amount payable by Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus
the rate otherwise applicable to such Loan as provided in the preceding
paragraphs of this Section or (ii) in the case of any other amount, 2% plus the
rate applicable to ABR Loans as provided in paragraph (a) of this Section.

(d) Accrued interest on each Loan shall be payable in arrears on
each Interest Payment Date for such Loan and upon termination of the
Commitments; provided that (i) interest accrued

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pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in
the event of any repayment or prepayment of any Loan, accrued interest on the
principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Loan prior to the end of the current Interest Period therefor,
accrued interest on such Loan shall be payable on the effective date of such
conversion.

(e) All interest hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the U.S. Base Rate
shall be computed on the basis of a year of 365 days (or 366 days in a leap
year), and in each case shall be payable for the actual number of days elapsed
(including the first day but excluding the last day). The applicable Alternate
Base Rate or Adjusted LIBO Rate shall be determined by the Canadian
Administrative Agent, and such determination shall be conclusive absent
demonstrable error.

(f) Interest Act Waiver. To the extent permitted by applicable
law, any provision of the Interest Act (Canada) or the Judgment Interest Act
(Alberta) which restricts any rate of interest set forth herein shall be
inapplicable to this Agreement and is hereby waived by the Borrower.

(g) Nominal Rate. The theory of deemed reinvestment shall not
apply to the calculation of interest or payment of fees or other amounts
hereunder, notwithstanding anything contained in this Agreement, acceptance or
other evidence of indebtedness or in any other Loan Document now or hereafter
taken by any Agent or any Lender for the obligations of Borrower under this
Agreement, or any other instrument referred to herein, and all interest and
fees payable by Borrower to the Lenders, shall accrue from day to day, computed
as described herein in accordance with the "nominal rate" method of interest
calculation.

(h) Interest Act. Where, in this Agreement, a rate of interest or
fees is to be calculated on the basis of a 360-day year, such rate is, for the
purpose of the Interest Act (Canada), equivalent to the said rate (i)
multiplied by the actual number of days in the one year period beginning on the
first day of the period of calculation and (ii) divided by 360.

SECTION 2.13. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

(i) the Canadian Administrative Agent determines
(which determination shall be conclusive absent demonstrable error)
that adequate and reasonable means do not exist for ascertaining the
Adjusted LIBO Rate for such Interest Period; or

(ii) the Canadian Administrative Agent is advised by
the Required Lenders that the Adjusted LIBO Rate for such Interest
Period will not adequately and fairly reflect the cost to such Lenders
of making or maintaining their Loans included in such Borrowing for
such Interest Period;

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then the Canadian Administrative Agent shall give notice thereof to
Borrower and the Lenders by telephone or telecopy as promptly as
practicable thereafter and, until the Canadian Administrative Agent
notifies Borrower and the Lenders that the circumstances giving rise
to such notice no longer exist, (i) any Interest Election Request that
requests the conversion of any Borrowing to, or continuation of any
Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if
any Borrowing Request requests a Eurodollar Borrowing, such Borrowing
shall be made as an ABR Borrowing; provided that if the circumstances
giving rise to such notice affect only one Type of Borrowings, then
the other Type of Borrowings shall be permitted.

SECTION 2.14. Increased Costs.

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve,
special deposit or similar requirement against assets of, deposits
with or for the account of, or credit extended by, any Lender (except
any such reserve requirement reflected in the Adjusted LIBO Rate); or

(ii) impose on any Lender or the London interbank
market any other condition affecting this Agreement or Eurodollar
Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to reduce the amount of any sum received
or receivable by such Lender hereunder (whether of principal, interest or
otherwise), then Borrower will pay to such Lender such additional amount or
amounts as will compensate such Lender for such additional costs incurred or
reduction suffered.

(b) If any Lender reasonably determines that any Change in Law
regarding capital requirements has or would have the effect of reducing the
rate of return on such Lender's capital or on the capital of such Lender's
holding company, if any, as a consequence of this Agreement or the Loans made
by such Lender, to a level below that which such Lender or such Lender's
holding company could have achieved but for such Change in Law (taking into
consideration such Lender's policies and the policies of such Lender's holding
company with respect to capital adequacy), then from time to time Borrower will
pay to such Lender such additional amount or amounts as will compensate such
Lender or such Lender's holding company for any such reduction suffered.

(c) A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section (together with the
calculation thereof) shall be delivered to Borrower and shall be conclusive
absent demonstrable error. Borrower shall pay such Lender the amount shown as
due on any such certificate within 10 days after receipt thereof.

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(d) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; provided that Borrower shall not be
required to compensate a Lender pursuant to this Section for any increased
costs or reductions incurred more than 180 days prior to the date that such
Lender notifies Borrower of the Change in Law giving rise to such increased
costs or reductions and of such Lender's intention to claim compensation
therefor; provided further that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the 180-day period referred
to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.15. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar Loan other than on the last day of
an Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section
2.10(b) and is revoked in accordance therewith) or (d) the assignment of any
Eurodollar Loan other than on the last day of the Interest Period applicable
thereto as a result of a request by Borrower pursuant to either Section 2.6 or
Section 2.18 then, in any such event, Borrower shall compensate each Lender for
the loss, cost and expense attributable to such event. In the case of a
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i)
the amount of interest which would have accrued on the principal amount of such
Loan had such event not occurred, at the Adjusted LIBO Rate that would have
been applicable to such Loan, for the period from the date of such event to the
last day of the then current Interest Period therefor (or, in the case of a
failure to borrow, convert or continue, for the period that would have been the
Interest Period for such Loan), over (ii) the amount of interest which would
accrue on such principal amount for such period at the interest rate which such
Lender would bid were it to bid, at the commencement of such period, for dollar
deposits of a comparable amount and period from other banks in the eurodollar
market. A certificate of any Lender setting forth any amount or amounts that
such Lender is entitled to receive, together with the calculation thereof,
pursuant to this Section shall be delivered to Borrower and the Canadian
Administrative Agent and shall be conclusive absent demonstrable error.
Borrower shall pay to the Canadian Administrative Agent for the account of such
Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.

SECTION 2.16. Taxes.

(a) Any and all payments by or on account of any obligation of
Borrower hereunder shall be made free and clear of and without deduction for
any Indemnified Taxes or Other Taxes; provided that if Borrower shall be
required to deduct any Indemnified Taxes or Other Taxes from such payments,
then (i) the sum payable shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section) the Canadian Administrative Agent, the Global
Administrative Agent or Lender (as the case may be) receives an amount equal to
the sum it would have received had no such deductions

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been made, (ii) Borrower shall make such deductions and (iii) Borrower shall
pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.

(b) In addition, Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

(c) Borrower shall pay the Canadian Administrative Agent, the
Global Administrative Agent and each Lender, within 10 days after written
demand therefor, the full amount of any Indemnified Taxes or Other Taxes paid
by the Canadian Administrative Agent, the Global Administrative Agent or such
Lender, as the case may be, on or with respect to any payment by or on account
of any obligation of Borrower hereunder (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this
Section) and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto (other than any such penalties or interest arising
through the failure of the Canadian Administrative Agent, the Global
Administrative Agent or Lender to act as a reasonably prudent agent or lender,
respectively), whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability
delivered to Borrower by a Lender, or by either the Canadian Administrative
Agent or the Global Administrative Agent on its own behalf or on behalf of a
Lender, shall be conclusive absent demonstrable error.

(d) As soon as practicable after any payment of Indemnified Taxes
or Other Taxes by Borrower to a Governmental Authority, Borrower shall deliver
to the Canadian Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy
of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Canadian Administrative Agent.

(e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to Borrower (with a copy
to the Canadian Administrative Agent), at the time or times prescribed by
applicable law, such properly completed and executed documentation prescribed
by applicable law or reasonably requested by Borrower as will permit such
payments to be made without withholding or at a reduced rate.

SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of
Set-offs.

(a) Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest or fees, or of amounts payable under
Section 2.14, 2.15 or 2.16, or otherwise) prior to 1:00 p.m., Toronto time, on
the date when due, in immediately available funds, without set-off or
counterclaim. All such payments shall be made to the Canadian Administrative
Agent, c/o Bank of Montreal, 22nd Floor, First Canadian Place, Toronto, Ontario
M5X 1A1, except that payments pursuant to Sections 2.14, 2.16 and 10.3 shall be
made directly

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to the Persons entitled thereto. The Canadian Administrative Agent shall
distribute any such payments received by it for the account of any other Person
to the appropriate recipient promptly following receipt thereof. If any
payment hereunder shall be due on a day that is not a Business Day, the date
for payment shall be extended to the next succeeding Business Day, and, in the
case of any payment accruing interest, interest thereon shall be payable for
the period of such extension. All payments hereunder shall be made in dollars.

(b) If at any time insufficient funds are received by and
available to the Canadian Administrative Agent to pay fully all amounts of
principal, interest and fees then due hereunder, such funds shall be applied
(i) first, towards payment of interest and fees then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of
principal then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal then due to such parties. If
insufficient funds are received due to Borrower's entitlement to withhold
amounts on account of Excluded Taxes in relation to a particular Lender, such
insufficiency shall not be subject to this Section 2.17(b) but shall be
withheld from and shall only affect payments made to such Lender.

(c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Loans of other Lenders to the extent necessary so that
the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loans; provided that (i) if any such participations are
purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment
made by Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans to any assignee or
participant, other than to Borrower or any Subsidiary or Affiliate thereof (as
to which the provisions of this paragraph shall apply). Borrower consents to
the foregoing and agrees, to the extent it may effectively do so under
applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of Borrower in the amount of such participation.

(d) Unless the Canadian Administrative Agent shall have received
notice from Borrower prior to the date on which any payment is due to the
Canadian Administrative Agent for the account of the Lenders hereunder that
Borrower will not make such payment, the Canadian Administrative Agent may
assume that Borrower has made such payment on such date in accordance herewith
and may, in reliance upon such assumption, distribute to the Lenders the

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amount due. In such event, if Borrower has not in fact made such payment, then
each of the Lenders severally agrees to repay to the Canadian Administrative
Agent forthwith on demand the amount so distributed to such Lender with
interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to the Canadian
Administrative Agent, at the greater of the Federal Funds Effective Rate and a
rate determined by the Canadian Administrative Agent in accordance with banking
industry rules in Canada on interbank compensation.

(e) If any Lender shall fail to make any payment required to be
made by it pursuant to Section 2.17(d), then the Canadian Administrative Agent
may, in its discretion (notwithstanding any contrary provision hereof), apply
any amounts thereafter received by the Canadian Administrative Agent for the
account of such Lender to satisfy such Lender's obligations under such Section
until all such unsatisfied obligations are fully paid.

SECTION 2.18. Mitigation Obligations; Replacement of Lenders.

(a) If any Lender requests compensation under Section 2.14, or if
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16,
then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be,
in the future and (ii) would not subject such Lender to any unreimbursed cost
or expense and would not otherwise be disadvantageous to such Lender. Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender
in connection with any such designation or assignment.

(b) If any Lender requests compensation under Section 2.14, or if
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16,
or if any Lender defaults in its obligation to fund Loans hereunder, then
Borrower may upon notice to such Lender and the Canadian Administrative Agent
and the Global Administrative Agent, require such Lender to assign and
delegate, without recourse or expense to, or warranty by, such Lender (in
accordance with and subject to the restrictions contained in Section 10.4), all
its interests, rights and obligations under this Agreement to an assignee
designated by Borrower and which meets the requirements of Section 10.4(b) that
shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment); provided that (i) Borrower shall have received
the prior written consent of the Canadian Administrative Agent and the Global
Administrative Agent, which consent shall not unreasonably be withheld, (ii)
such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder, from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or Borrower (in the case
of all other amounts), (iii) the assignee and assignor shall have entered into
an Assignment and Acceptance and (iv) in the case of any such assignment

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resulting from a claim for compensation under Section 2.14 or payments required
to be made pursuant to Section 2.16, such assignment will result in a reduction
in such compensation or payments.

SECTION 2.19. Currency Conversion and Currency Indemnity.

(a) Payments in Agreed Currency. Borrower 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
Borrower or otherwise howsoever), such payment shall constitute a discharge of
the liability of Borrower hereunder and under the other Loan Documents in
respect of such obligation only to the extent of the amount of the Agreed
Currency which the relevant 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 of exchange prevailing on the next
Business Day following the date such judgment is given and in any event
Borrower shall be obligated to pay the Agents and the Lenders any deficiency in
accordance with Section 2.19(c). For the foregoing purposes "rate of exchange"
means the rate at which the relevant 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 Lender or
any Agent receives any payment or payments on account of the liability of
Borrower hereunder pursuant to any judgment or order in any Other Currency, and
(ii) the amount of the Agreed Currency which the relevant 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 Borrower on demand shall, and
Borrower hereby agrees to, indemnify and save the 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 2.19(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

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apply irrespective of any indulgence granted by the 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 III

Representations and Warranties

In order to induce the Lenders and the Agents to enter into this
Agreement and the Lenders to make Loans hereunder, Borrower represents and
warrants unto the Agents and each Lender as set forth in this Article III.

SECTION 3.1. Organization. Borrower is a corporation, and
each of its 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
where the failure to so qualify would have a Material Adverse Effect.

SECTION 3.2. Authorization and Validity. The execution,
delivery and performance by Borrower of this Agreement and each other Loan
Document executed or to be executed by it, are within Borrower's corporate
powers, have been duly authorized by all necessary corporate action on behalf
of it, and do not (a) contravene Borrower's articles of incorporation or other
organizational documents, as the case may be; (b) contravene any material
contractual restriction, law or governmental regulation or court decree or
order binding on or affecting Borrower or any Subsidiary; or (c) result in, or
require the creation or imposition of, any Lien, not permitted by Section 7.1,
on any of Borrower's or any Subsidiary's properties. This Agreement
constitutes, and each other Loan Document executed by Borrower will, on the due
execution and delivery thereof, constitute, the legal, valid and binding
obligations of Borrower enforceable in accordance with their respective terms
subject as to enforcement only to bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditor rights
generally and to general principles of equity.

SECTION 3.3. Government Approval and Regulation. No
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body or other Person is required for
the due execution, delivery or performance by Borrower of this Agreement or any
other Loan Document. Neither Parent or Borrower nor any of their Subsidiaries
is an "investment company," within the meaning of the Investment Company Act of
1940, as amended, or 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.

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SECTION 3.4. Unfunded Pension Liabilities. The unfunded
pension or similar liabilities of Parent, Borrower and their Subsidiaries do
not in the aggregate exceed $25,000,000.

SECTION 3.5. Regulation U. Borrower is not engaged in the
business of extending credit for the purpose of purchasing or carrying margin
stock, and no proceeds of any Loans will be used for a purpose which violates,
or would be inconsistent with, Regulation U. Terms for which meanings are
provided in Regulations U are used in this Section with such meanings.

SECTION 3.6. Taxes. Borrower and each of its Subsidiaries has
to the best knowledge of Borrower after due investigation filed all tax returns
and reports required by law to have been filed by it and has paid all taxes and
governmental charges thereby shown to be owing, except any such taxes or
charges which are being contested in good faith by appropriate proceedings and
for which adequate reserves in accordance with GAAP shall have been set aside
on its books or which the failure to file or pay could not reasonably be
expected to have a Material Adverse Effect.

SECTION 3.7. Subsidiaries; Restricted Subsidiaries. Schedule
3.7 hereto contains an accurate list of all of the presently existing
Subsidiaries, including, without limitation, Restricted Subsidiaries, of
Borrower 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 Borrower 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.

ARTICLE IV

Conditions

SECTION 4.1. Initial Loan. The obligations of the Lenders to
make the initial Loan shall be subject to the prior or concurrent satisfaction
of each of the conditions precedent set forth in this Section 4.1.

(a) Resolutions and Officers Certificates. The Canadian
Administrative Agent and the Global Administrative Agent shall
have received from Borrower a certificate, dated the Closing
Date, of the Secretary or Assistant Secretary of Borrower as
to (a) resolutions of its governing board, then in full force
and effect authorizing the execution, delivery and performance
of this Agreement and each other Loan Document to be executed
by it; (b) the incumbency and signatures of those of its
officers authorized to act with respect to this Agreement and
each other Loan Document executed by it; and (c) its articles
of incorporation and bylaws; upon which certificates each
Lender may conclusively rely until it shall have received a
further certificate of an authorized officer of Borrower
canceling or amending such prior certificate.

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(b) Existing Facilities. The Canadian Administrative Agent and
the Global Administrative Agent shall have received a
certificate, signed by an Authorized Officer of Parent and
Borrower, stating that Parent or its Subsidiaries have repaid
in full and terminated the Existing Global Credit Facilities
concurrently with the initial Combined Loans under the
Combined Credit Agreements.

(c) Opinions of Counsel. The Global Administrative Agent shall
have received opinions, dated the Closing Date, addressed to
the Canadian Administrative Agent and the Global
Administrative Agent, the other Agents and all Lenders, from
(i) ▇▇▇▇▇▇▇ ▇▇▇▇▇ Verchere, counsel to Borrower, in
substantially the form attached hereto as Exhibit A-1, (ii)
Chamberlain, Hrdlicka, White, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, U.S. counsel
to Borrower, in substantially the form attached hereto as
Exhibit A-2, and (iii) Burnet, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel to
the Canadian Administrative Agent and the Global
Administrative Agent, in substantially the form attached
hereto as Exhibit B.

(d) Closing Fees and Expenses. The Canadian Administrative Agent
shall have received for its own account, or for the account of
each Lender and other Agent, as the case may be, all fees,
costs and expenses due and payable pursuant hereto.

(e) Financial Statements. The Canadian Administrative Agent and
the Global Administrative Agent shall have received a
certificate, signed by an Authorized Officer of Borrower,
stating that (i) the audited consolidated financial statements
of Parent and its Subsidiaries for fiscal year 1996 and (ii)
the report and accompanying financial statements of Parent,
Borrower and its Subsidiaries for fiscal year 1996
(collectively, the "1996 Financials") fairly present Parent's
and Borrower's consolidated financial condition and results of
operations and that prior to the Global Effective Date no
material adverse change in the condition or operations of
Parent or Borrower and its Subsidiaries, taken as a whole,
from that reflected in the 1996 Financials has occurred and is
continuing.

(f) Environmental Warranties. In the ordinary course of its
business, Borrower conducts an ongoing review of the effect of
existing Environmental Laws on the business, operations and
properties of Borrower and its Subsidiaries, in the course of
which it attempts to identify and evaluate associated
liabilities and costs (including, without limitation, any
capital or operating expenditures required for clean-up or
closure of properties presently or previously owned, 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

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expenses). On the basis of this review, the Canadian
Administrative Agent and the Global Administrative Agent shall
have received a certificate, signed by an Authorized Officer
of Borrower, stating that after such review Borrower has
reasonably concluded that existing Environmental Laws are
unlikely to have a Material Adverse Effect, or that Borrower
has established adequate reserves in respect of any required
clean-up.

(g) Global Effectiveness Notice. The Canadian Administrative
Agent and the Global Administrative Agent shall have received
the Global Effectiveness Notice.

(h) Australian Credit Agreement and U.S. Credit Agreement. The
Canadian Administrative Agent and the Global Administrative
Agent shall have received copies of the executed Australian
Credit Agreement and the other Australian Loan Documents and
the executed U.S. Credit Agreement and the other U.S. Loan
Documents.

(i) Guaranty. The Canadian Administrative Agent and the Global
Administrative Agent shall have received an executed Guaranty
for Borrower.

(j) Litigation. The Canadian Administrative Agent and Global
Administrative Agent shall have received a certificate, signed
by an Authorized Officer of Parent, stating that no
litigation, arbitration, governmental proceeding, Tax claim
dispute or administrative or other proceeding shall be pending
or, to the knowledge of Parent, threatened against Parent or
any of its Subsidiaries which could reasonably be expected to
have a Material Adverse Effect or which purports to affect the
legality, validity or enforceability of this Agreement or any
other Loan Document.

(k) Other Documents. The Canadian Administrative Agent and the
Global Administrative Agent shall have received such other
instruments and documents as any of the Agents or their
counsel may have reasonably requested.

The Canadian Administrative Agent shall notify Borrower, the other Agents and
the Lenders of the Global Effective Date, and such notice shall be conclusive
and binding. Notwithstanding the foregoing, the obligations of the Lenders to
make Loans hereunder shall not become effective unless each of the foregoing
conditions is satisfied (or waived pursuant to Section 10.2) at or prior to
3:00 p.m., Toronto time, on June 30, 1997 (and, in the event such conditions
are not so satisfied or waived, the Commitments shall terminate at such time).

SECTION 4.2. All Loans. The obligation of each Lender to fund
any Loan which results in an increase in the aggregate outstanding principal
amount of Loans under this Agreement on the occasion of any Borrowing shall be
subject to the satisfaction of each of the conditions precedent set forth in
this Section 4.2.

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(a) Compliance with Warranties and No Default. Both before
and after giving effect to any Borrowing, the following
statements shall be true and correct: (1) the
representations and warranties set forth in Article III
shall be true and correct with the same effect as if then
made (unless stated to relate solely to an earlier date,
in which case such representations and warranties shall be
true and correct as of such earlier date); and (b) no
Default or Event of Default shall have then occurred and
be continuing.

(b) Borrowings. The Canadian Administrative Agent shall have
received a Borrowing Request for any Borrowing.

ARTICLE V

Affirmative Covenants

Until the Commitments have expired or been terminated and all
Obligations shall have been paid in full and unless the Required Lenders shall
otherwise consent in writing, Borrower covenants and agrees with the Lenders
that:

SECTION 5.1. Financial Reporting and Notices. Borrower will
furnish, will cause to be furnished or will assist Parent in furnishing, to
each Lender, the Canadian Administrative Agent and the Global Administrative
Agent copies of the following financial statements, reports, notices and
information:

(a) within 90 days after the end of each Fiscal Year of Borrower,
a copy of the report for such fiscal year and accompanying
financial statements for Borrower and its Subsidiaries,
including therein consolidated balance sheets of Borrower and
its Subsidiaries as of the end of such fiscal year and
consolidated statements of earnings and cash flow of Borrower
and its Subsidiaries for such fiscal year, all prepared in
accordance with GAAP in each case certified by an Authorized
Officer of Borrower, such signature deemed to be a
certification that such financial statements present fairly in
accordance with GAAP the financial position of the Borrower
and its Subsidiaries;

(b) within 45 days after the end of each of the first three fiscal
quarters of each fiscal year of Borrower commencing with the
fiscal quarter ending June 30, 1997, unaudited consolidated
balance sheets of Borrower and its Subsidiaries as of the end
of such fiscal quarter and consolidated statements of earnings
and cash flow of Borrower and its Subsidiaries for such fiscal
quarter and for the period commencing at the end of the
previous fiscal year and ending with the end of such fiscal
quarter, all prepared in accordance with GAAP certified by an
Authorized Officer of Borrower, such signature deemed to be a
certification that such financial

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statements present fairly in accordance with GAAP the
financial position of the Borrower and its Subsidiaries;

(c) together with the financial statements described in (a) and
(b) above, a compliance certificate, in substantially the form
of Exhibit C or any other form approved by the Canadian
Administrative Agent and the Global Administrative Agent,
executed by an Authorized Officer of Parent and an Authorized
Officer of Borrower;

(d) within five (5) days after the occurrence of each Default, a
statement of an Authorized Officer of Parent and an Authorized
Officer of Borrower setting forth details of such Default and
the action which Parent and Borrower have taken and proposes
to take with respect thereto;

(e) promptly after the sending or filing thereof, copies of all
material public filings, reports and communications from
Parent or Borrower, and all reports and registration
statements which Parent or Borrower or any of their
Subsidiaries files with the Securities and Exchange
Commission, any national securities exchange or any federal or
provincial securities regulatory body in Canada;

(f) such other information respecting the financial condition or
operations of Borrower or any of its Subsidiaries as any
Lender through the Canadian Administrative Agent may from time
to time reasonably request.

SECTION 5.2. Compliance with Laws. Borrower will, and will
cause each of its Subsidiaries to, comply in all material respects with all
applicable laws, rules, regulations and orders where noncompliance therewith
may reasonably be expected to have a Material Adverse Effect, except where the
necessity of compliance therewith is contested in good faith by appropriate
proceedings.

SECTION 5.3. Maintenance of Properties. Borrower will, and
will cause each of its Subsidiaries to, maintain, preserve, protect and keep
valid title to, or valid leasehold interest in, all of its properties and
assets, real and personal, tangible and intangible, of any nature whatsoever
(including patents, trademarks, trade names, service marks and copyrights),
free and clear of all Liens, charges or claims (including infringement claims
with respect to patents, trademarks, copyrights and the like) except as
permitted pursuant to Section 7.1 and except for imperfections and other
burdens of title thereto as do not in the aggregate materially detract from the
value thereof or for the use thereof in their businesses (taken as a whole).

SECTION 5.4. Insurance. Borrower will, and will cause each of
its Subsidiaries to, maintain or cause to be maintained with responsible
insurance companies (subject to self-insured retentions) insurance with respect
to its properties and business against such casualties and contingencies and of
such types and in such amounts as is customary in the case of similar
businesses.

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SECTION 5.5. Books and Records. Borrower will, and will cause
each of its Subsidiaries to, keep books and records which accurately reflect
all of its business affairs and transactions and permit the Canadian
Administrative Agent or the Global Administrative Agent and the other Agents
and each Lender through the Canadian Administrative Agent or the Global
Administrative Agent or any of their respective authorized representatives,
during normal business hours and at reasonable intervals, to visit all of its
offices, to discuss its financial matters with its officers and to examine
(and, at the expense of the Canadian Administrative Agent, the Global
Administrative Agent or such other Agent or Lender or, if a Default or Event of
Default has occurred and is continuing, at the expense of Borrower, photocopy
extracts from) any of its books or other records.

SECTION 5.6. Minimum Book Value for Assets of Parent and its
Restricted Subsidiaries. Parent shall maintain an aggregate book value for
assets of Parent and its Restricted Subsidiaries (without duplication and
excluding the aggregate book value attributable to Parent or any Restricted
Subsidiary arising in connection with any Subsidiary which is not a Restricted
Subsidiary) as of the end of any fiscal quarter, commencing with the quarter
ending March 31, 1997, equal to or greater than the difference of (i) US
$2,000,000,000 less (ii) the aggregate amount of any non-cash write downs
(other than for recurring depletion or depreciation) made by Parent and any of
its Restricted Subsidiaries; provided that, if as of the end of any fiscal
quarter Parent is not in compliance with this Section, Parent, for a period of
30 days following the delivery of the financial statements for such fiscal
quarter, shall be entitled to cure such non-compliance by delivering a notice
to the Global Administrative Agent designating certain Unrestricted
Subsidiaries as Restricted Subsidiaries for the purposes of this Section at
which time the Global Administrative Agent shall redetermine compliance with
this Section using such newly-designated Restricted Subsidiaries in such
redetermination.

SECTION 5.7. Use of Proceeds. Borrower will, and will cause
each Subsidiary to, use the proceeds of the Loans (i) to refinance existing
Indebtedness of Borrower and its Subsidiaries or (ii) for Borrower's and its
Subsidiaries' general corporate purposes, including any non-hostile
acquisitions.

ARTICLE VI

Financial Covenants

SECTION 6.1. Minimum Tangible Net Worth. Parent will not
permit its Consolidated Tangible Net Worth as of the end of any fiscal quarter,
commencing with the quarter ending March 31, 1997, to be less than (i)
$1,000,000,000 plus (ii) an amount equal to 50% of the sum of Parent's and its
Subsidiaries' consolidated net income for each fiscal quarter, beginning with

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the fiscal quarter ending June 30, 1997, during which such consolidated net
income is greater than $0.

SECTION 6.2. Ratio of Total Debt to Capital. Parent will not
permit its ratio (expressed as a percentage) of (i) the consolidated Debt of
Parent and its Subsidiaries to (ii) Capital to be greater than 60% at the end
of any fiscal quarter, commencing with the fiscal quarter ending March 31,
1997.

ARTICLE VII

Negative Covenants

Until the Commitments have expired or terminated and all Obligations
have been paid in full and unless the Required Lenders shall otherwise consent
in writing, Borrower covenants and agrees with the Lenders that:

SECTION 7.1. Liens. Borrower will not, and will not permit
any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien
upon the stock, assets, or indebtedness of Borrower or any of its Subsidiaries
to secure Indebtedness of Borrower or any other Person except:

(i) Liens on any property or assets owned or leased by Borrower or
any Subsidiary existing at the time such property or asset was
acquired (or at the time such Person became a Subsidiary);
provided that in the case of the acquisition of a Subsidiary
such Lien only encumbers property or assets immediately prior
to, or at the time of, the acquisition by Borrower of such
Subsidiary;

(ii) purchase money Liens so long as such Liens only encumber
property or assets acquired with the proceeds of the purchase
money indebtedness incurred in connection with such Lien;

(iii) Liens granted by an Unrestricted Subsidiary on its assets to
secure Indebtedness incurred by such Unrestricted Subsidiary;

(iv) Liens on assets of a Restricted Subsidiary securing
Indebtedness of a Restricted Subsidiary owing to Borrower, to
Parent or to another Restricted Subsidiary or Liens on assets
of an Unrestricted Subsidiary securing Indebtedness of an
Unrestricted Subsidiary owing to Borrower, to Parent, to a
Restricted Subsidiary or to another Unrestricted Subsidiary;

(v) Liens existing on the Closing Date set forth on Schedule 7.1;

(vi) Liens arising under operating agreements;

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

(viii) 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 oil, natural gas and natural gas liquids, 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;

(ix) Liens on the stock or other ownership interests of or in any
Unrestricted Subsidiary;

(x) Liens for taxes, assessments or similar charges, incurred in
the ordinary course of business, that are not yet due and
payable or that are being contested as set forth in Section
3.6;

(xi) pledges or deposits made in the ordinary course of business to
secure payment of worker's compensation, or to participate in
any fund in connection with worker's compensation,
unemployment insurance, old-age pensions or other social
security programs;

(xii) Liens imposed by mandatory provisions of law such as for
mechanics', materialmen's, warehousemen's, carriers', or other
like Liens, securing obligations incurred in the ordinary
course of business that are not yet due and payable;

(xiii) Liens in renewal or extension of any of the foregoing
permitted Liens, so long as limited to the property or assets
encumbered and the amount of Indebtedness secured immediately
prior to such renewal or extension;

(xiv) Liens or any rights of distress reserved in or exercisable
under any lease or sublease to which it is a lessee which
secure the payment of rent or compliance with the terms of
such lease or sublease, provided that such rent is not then
overdue and it is then in compliance in all material respects
with such terms;

(xv) Liens in favor of a government or public authority within
Canada resulting from the deposit of cash or bonds as security
for the performance of any of its obligations (other than for
the payment of money) made in the ordinary course of its
business, provided that such security is required or requested
pursuant to any

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applicable law, and the obligations secured thereby are not
overdue (or if overdue are being contested by it diligently
and in good faith by appropriate proceedings);

(xvi) Liens to secure its performance in connection with bids or
tenders submitted by it, or contracts (other than contracts
for the payment of money) or leases of real property (other
than Capitalized Leases) or licenses to which it is a party,
all such Liens being granted in the ordinary course of its
business, provided that such performance obligations are not
overdue (or if overdue are being contested by it diligently
and in good faith by appropriate proceedings); and

(xvii) in addition to Liens permitted by clauses (i) through (xvi)
above, Liens on property or assets of Parent, Borrower and any
of their Subsidiaries if the aggregate Indebtedness of all
such Persons secured thereby does not exceed $100,000,000.

SECTION 7.2. Mergers. Borrower will not liquidate or
dissolve, amalgamate with, consolidate with, or merge into or with, any other
Person, or sell, lease or otherwise transfer all or substantially all of its
assets unless (a) Borrower is the survivor of such amalgamation, merger or
consolidation, and (b) no Default or Event of Default has occurred and is
continuing or would occur after giving effect thereto.

SECTION 7.3. Asset Dispositions. Borrower will not, and will
not permit any of its Restricted Subsidiaries to, sell, transfer, lease,
contribute or otherwise convey, or grant options, warrants or other rights with
respect to all or substantially all of its assets. Notwithstanding the
foregoing, nothing herein shall prohibit any transfer of any assets from
Borrower to any Subsidiary of Borrower, from any Subsidiary of Borrower to
Borrower or from a Subsidiary of Borrower to another Subsidiary of Borrower.

SECTION 7.4. Transactions with Affiliates. Borrower will not,
and will not permit any of its Subsidiaries to, enter into, or cause, suffer or
permit to exist any arrangement or contract with any of its other Affiliates
unless such arrangement or contract or group of arrangements or contracts, as
the case may be, are conducted on an arms-length basis; provided, however, that
this Section shall not apply to Producers Energy Marketing, LLC, a Delaware
limited liability company.

SECTION 7.5. Restrictive Agreements. Borrower will not, and
will not permit any of its Subsidiaries to, enter into any agreement (excluding
this Agreement or any other Loan Document) limiting the ability of Borrower to
amend or otherwise modify this Agreement or any other Loan Document. Borrower
will not, and will not permit any of its Restricted Subsidiaries to, enter into
any agreement which restricts or prohibits the ability of any Restricted
Subsidiary to make any payments, directly or indirectly, to Borrower by way of
dividends, advances, repayments of loans or advances, reimbursements of
management and other intercompany charges, expenses and accruals or other
returns on investments, or any other agreement or

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arrangement which restricts the ability of any such Restricted Subsidiary to
make any payment, directly or indirectly, to Borrower.

SECTION 7.6. Guaranties. Parent and Borrower will not, and
will not permit any of their Restricted Subsidiaries to, guaranty any
Indebtedness not included in the consolidated Debt of Parent and its
Subsidiaries in an aggregate outstanding principal amount at any time exceeding
$100,000,000.

ARTICLE VIII

Events of Default

SECTION 8.1. Listing of Events of Default. Each of the
following events or occurrences described in this Section 8.1 shall constitute
an "Event of Default":

(a) Non-Payment of Obligations. Borrower shall default in the
payment or prepayment when due of any principal of any Loan,
or Borrower shall default (and such default shall continue
unremedied for a period of five (5) Business Days) in the
payment when due of any interest, fee or of any other
obligation hereunder.

(b) Breach of Warranty. Any representation or warranty of
Borrower made or deemed to be made hereunder or in any other
Loan Document or any other writing or certificate furnished by
or on behalf of Borrower to the Global Administrative Agent,
the Canadian Administrative Agent, any other Agent or any
Lender for the purposes of or in connection with this
Agreement or any such other Loan Document is or shall be false
or misleading when made in any material respect.

(c) Non-Performance of Covenants and Obligations. Borrower or
Parent shall default in the due performance and observance of
any of its obligations under Section 5.6, Section 7.2 or under
Article VI.

(d) Non-Performance of Other Covenants and Obligations. Borrower
or Parent shall default in the due performance and observance
of any other agreement contained herein or in any other Loan
Document, and such default shall continue unremedied for a
period of 30 days after notice thereof shall have been given
to Borrower by the Global Administrative Agent, the Canadian
Administrative Agent, or the Required Lenders.

(e) Default on Other Indebtedness. A default shall occur in the
payment when due (subject to any applicable grace period),
whether by acceleration or otherwise, of any direct payment
obligation of Parent, Borrower or any of their Restricted
Subsidiaries in any amount in excess of $25,000,000.

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(f) [Intentionally omitted].

(g) Bankruptcy and Insolvency. Borrower or any of its Restricted
Subsidiaries shall (a) become insolvent or generally fail to
pay, or admit in writing its inability or unwillingness to
generally pay, debts as they become due; (b) apply for,
consent to, or acquiesce in, the appointment of a trustee,
receiver, receiver and manager, sequestrator or other
custodian for Borrower, or any of its Restricted Subsidiaries,
or any substantial part of the property of any thereof, or
make a general assignment for the benefit of creditors; (c) in
the absence of such application, consent or acquiescence,
permit or suffer to exist the appointment of a trustee,
receiver, receiver and manager, sequestrator or other
custodian for Borrower, or any of its Restricted Subsidiaries,
or for a substantial part of the property of any thereof, and
such trustee, receiver, receiver and manager, sequestrator or
other custodian shall not be discharged within 60 days,
provided that Borrower and each Restricted Subsidiary hereby
expressly authorizes the Global Administrative Agent, the
Canadian Administrative Agent, each other Agent and each
Lender to appear in any court conducting any relevant
proceeding during such 60- day period to preserve, protect and
defend their rights under the Loan Documents; (d) permit or
suffer to exist the commencement of any bankruptcy,
insolvency, reorganization, debt arrangement or other case or
proceeding under any bankruptcy or insolvency law, or any
dissolution, winding up or liquidation proceeding, in respect
of Borrower or any of its Restricted Subsidiaries, and, if any
such case or proceeding is not commenced by Borrower or such
Restricted Subsidiary, such case or proceeding shall be
consented to or acquiesced in by Borrower or such Restricted
Subsidiary or shall result in the entry of an order for relief
or shall remain for 60 days undismissed, provided that
Borrower and each Restricted Subsidiary hereby expressly
authorizes the Global Administrative Agent, the Canadian
Administrative Agent, and each Lender to appear in any court
conducting any such case or proceeding during such 60-day
period to preserve, protect and defend their rights under the
Loan Documents; or (e) take any corporate or partnership
action authorizing, or in furtherance of, any of the
foregoing. Notwithstanding parts (c) and (d) of this Section
8.1(g), during the 60 day periods referred to therein, and for
the sole purposes of (i) voting at any meeting of creditors of
the Borrower which may take place during such 60 day period or
(ii) having standing and participating in proceedings or
matters arising out of (c) or (d) above where any Agent or
Lender is acting to preserve, protect or defend its rights
under the Loan Documents, the Lenders, at their sole option,
shall be deemed to have accelerated repayment pursuant to
Section 8.3 and the Indebtedness of the Borrower hereunder
shall be deemed to have become due and payable, but such
deeming shall not of itself be considered a Default hereunder.

(h) Judgments. Any judgment or order for the payment of money in
an amount of $25,000,000 or more in excess of valid and
collectible insurance in respect thereof

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or in excess of an indemnity with respect thereto reasonably
acceptable to the Required Lenders shall be rendered against
Parent, Borrower or any of their Restricted Subsidiaries and
either (a) enforcement proceedings shall have been commenced
by any creditor upon such judgment or order, or (b) such
judgment shall have become final and non-appealable and shall
have remained outstanding for a period of 60 consecutive days.

(i) Change in Control. Parent shall fail to own or control,
directly or indirectly, all of the outstanding shares of
common stock of Borrower.

(j) Event of Default under Australian Loan Documents or U.S. Loan
Documents. Any "Event of Default" as defined in the
Australian Loan Documents or the U.S. Loan Documents shall
occur; provided that the occurrence of a "Default" as defined
in the Australian Loan Documents or the U.S. Loan Documents
shall constitute a Default under this Agreement; provided
further that if such "Default" is cured or waived under the
Australian Loan Documents or the U.S. Loan Documents, as
applicable, then such "Default" shall no longer constitute a
Default under this Agreement.

SECTION 8.2. Action if Bankruptcy. If any Event of Default
described in Section 8.1(g) shall occur, the Commitments (if not theretofore
terminated) shall automatically terminate and the outstanding principal amount
of all outstanding Loans and all other obligations hereunder shall
automatically be and become immediately due and payable, without notice or
demand.

SECTION 8.3. Action if Other Event of Default. If any Event
of Default (other than any Event of Default described in Section 8.2) shall
occur for any reason, whether voluntary or involuntary, and be continuing, the
Canadian Administrative Agent, upon the direction of the Required Lenders,
shall by notice to Borrower declare all of the outstanding principal amount of
the Loans and all other obligations hereunder to be due and payable and the
Commitments (if not theretofore terminated) to be terminated, whereupon the
full unpaid amount of such Loans and other obligations shall be and become
immediately due and payable, without further notice, demand or presentment, and
the Commitments shall terminate.

ARTICLE IX

Agents

Each of the Lenders hereby irrevocably appoints The Chase Manhattan
Bank as the Global Administrative Agent, ▇▇▇▇▇▇ Guaranty Trust Company as
Global Documentation Agent, Bank of Montreal as Canadian Administrative Agent,
Royal Bank of Canada as Canadian Documentation Agent, The Chase Manhattan Bank
of Canada as Canadian Syndication Agent, and authorizes each such Agent to take
such actions on its behalf and to exercise such powers as are

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delegated to such Agent by the terms hereof, together with such actions and
powers as are reasonably incidental thereto.

Any bank serving as an Agent hereunder shall have the same rights and
powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not an Agent, and such bank and its Affiliates may
accept deposits from, lend money to and generally engage in any kind of
business with Borrower or any Subsidiary or other Affiliate thereof as if it
were not an Agent hereunder.

The Agents shall not have any duties or obligations except those
expressly set forth herein. Without limiting the generality of the foregoing,
(a) the Agents shall not be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing, (b) each Agent
shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated hereby that such Agent is required to exercise in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 10.2), and (c) except
as expressly set forth herein, the Agents shall not have any duty to disclose,
and shall not be liable for the failure to disclose, any information relating
to Borrower or any of its Subsidiaries that is communicated to or obtained by
the bank serving as such Agent or any of its Affiliates in any capacity. Each
Agent shall not be liable for any action taken or not taken by it with the
consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 10.2) or in the absence of its own gross negligence or
willful misconduct. Each Agent shall be deemed not to have knowledge of any
Default unless and until written notice thereof is given to such Agent by
Borrower or a Lender, and such Agent shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement, (ii) the contents of any
certificate, report or other document delivered hereunder or in connection
herewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement or any other
agreement, instrument or document, or (v) the satisfaction of any condition set
forth in Article IV or elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to such Agent.

The Canadian Administrative Agent, the Global Administrative Agent and
the other Agents shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. The Canadian
Administrative Agent, the Global Administrative Agent and the other Agents also
may rely upon any statement made to it orally or by telephone and believed by
it to be made by the proper Person, and shall not incur any liability for
relying thereon. The Canadian Administrative Agent, the Global Administrative
Agent and the other Agents may consult with legal counsel (who may be counsel
for Borrower), independent accountants and other experts selected by it, and
shall not be liable

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for any action taken or not taken by it in accordance with the advice of any
such counsel, accountants or experts.

Any Agent may perform any and all its duties and exercise its rights
and powers by or through any one or more sub-agents appointed by such Agent.
Any Agent and any such sub-agent may perform any and all its duties and
exercise its rights and powers through their respective Related Parties. The
exculpatory provisions of the preceding paragraphs shall apply to any such
sub-agent and to the Related Parties of such Agent and any such sub-agent, and
shall apply to their respective activities in connection with the syndication
of the credit facilities provided for herein as well as activities as an Agent.

Subject to the appointment and acceptance of a successor Global
Administrative Agent or Canadian Administrative Agent as provided in this
paragraph, the Global Administrative Agent or the Canadian Administrative Agent
may resign at any time by notifying the Lenders and Borrower. Upon any such
resignation, Borrower shall have the right, in consultation with the Combined
Required Lenders, to appoint one of the Lenders as a successor. If no
successor shall have been so appointed by Borrower and shall have accepted such
appointment within 30 days after the retiring Global Administrative Agent or
Canadian Administrative Agent gives notice of its resignation, then the
retiring Global Administrative Agent or Canadian Administrative Agent may, on
behalf of the Lenders, appoint a successor Global Administrative Agent or
Canadian Administrative Agent which shall be a bank with an office in New York,
New York, or Toronto, Canada, respectively, or an Affiliate of any such bank.
Upon the acceptance of its appointment as Global Administrative Agent or
Canadian Administrative Agent hereunder by a successor, such successor shall
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Global Administrative Agent or Canadian Administrative Agent,
and the retiring Global Administrative Agent or Canadian Administrative Agent
shall be discharged from its duties and obligations hereunder. The fees
payable by Borrower to a successor Global Administrative Agent or Canadian
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between Borrower and such successor. After the Global
Administrative Agent's or Canadian Administrative Agent's resignation
hereunder, the provisions of this Article and Section 10.3 shall continue in
effect for the benefit of such retiring Global Administrative Agent or Canadian
Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while it was
acting as Global Administrative Agent or Canadian Administrative Agent,
respectively.

Each Lender acknowledges that it has, independently and without
reliance upon any Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon any Agent or any other Lender and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any related agreement or any document
furnished hereunder or thereunder.

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ARTICLE X

Miscellaneous

SECTION 10.1. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

(a) if to Borrower, to:

Apache Corporation
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Treasurer
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to:

Manager, Banking and Cash Management
Apache Corporation
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

and with copy to:

Vice President and General Counsel
Apache Corporation
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

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(b) if to the Global Administrative Agent, to:

The Chase Manhattan Bank
Loan & Agency Services Group
One Chase ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to:

The Chase Manhattan Bank
707 ▇▇▇▇▇▇, ▇ ▇▇▇ ▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

Bank of Montreal
24th Floor, 1st Canadian Place
Toronto, Ontario
Canada M5X 1A1
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to:

Bank of Montreal
Global Distribution
22nd Floor, F.C.P.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: Manager
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

(d) if to any other Lender, to it at its address (or telecopy
number) provided to the Global Administrative Agent, the Canadian
Administrative Agent and Borrower or as set forth in its Administrative
Questionnaire.

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Any party hereto may change its address or telecopy number for notices and
other communications hereunder by notice to the other parties hereto. All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt.

SECTION 10.2. Waivers; Amendments.

(a) No failure or delay by the Global Administrative Agent, the
Canadian Administrative Agent or any Lender in exercising any right or power
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies
of the Global Administrative Agent, the Canadian Administrative Agent and the
Lenders hereunder are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of this
Agreement or consent to any departure by Borrower therefrom shall in any event
be effective unless the same shall be permitted by paragraph (b) of this
Section, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. Without limiting the
generality of the foregoing, the making of a Loan shall not be construed as a
waiver of any Default, regardless of whether the Global Administrative Agent,
the Canadian Administrative Agent or any Lender may have had notice or
knowledge of such Default at the time.

(b) Any of the Combined Loan Documents or any provision thereof
may be waived, amended or modified pursuant to an agreement or agreements in
writing entered into by Borrower and the Combined Required Lenders or by
Borrower and the Global Administrative Agent and the Canadian Administrative
Agent with the consent of the Combined Required Lenders; provided that the same
waiver, amendment or modification is requested by Parent in connection with
each of the Combined Credit Agreements; and provided further that no such
agreement shall amend, modify or otherwise affect the rights or duties of (i)
the Lenders described in the first proviso of Section 10.2(c) without the prior
written consent of each Lender affected thereby and (ii) the Global
Administrative Agent or the Canadian Administrative Agent without the prior
written consent of the Global Administrative Agent or the Canadian
Administrative Agent, respectively.

(c) Except as provided for in Section 10.2(b) above, neither this
Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by Borrower and
the Required Lenders or by Borrower and the Global Administrative Agent and the
Canadian Administrative Agent with the consent of the Required Lenders;
provided that no such agreement shall (i) increase the Commitment of any Lender
or the Commitments without the written consent of such Lender or each Lender,
respectively, (ii) reduce the principal amount of any Loan or reduce the rate
of interest thereon, or reduce any fees payable hereunder, without the written
consent of each Lender affected thereby, (iii) postpone the scheduled date of
payment of the principal amount of any Loan, or any

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interest thereon, or any fees payable hereunder, or reduce the amount of, waive
or excuse any such payment, or postpone the scheduled date of expiration of any
Commitment, without the written consent of each Lender affected thereby, (iv)
change Section 2.17(b) or (c) in a manner that would alter the pro rata sharing
of payments required thereby, without the written consent of each Lender, or
(v) change any of the provisions of this Section or the definition of "Required
Lenders" or any other provision hereof specifying the number or percentage of
Lenders required to waive, amend or modify any rights hereunder or make any
determination or grant any consent hereunder, without the written consent of
each Lender; provided further that no such agreement shall amend, modify or
otherwise affect the rights or duties of the Global Administrative Agent or the
Canadian Administrative Agent hereunder without the prior written consent of
the Global Administrative Agent or the Canadian Administrative Agent,
respectively.

SECTION 10.3. Expenses; Indemnity; Damage Waiver.

(a) Borrower shall pay (i) all reasonable out-of-pocket expenses
incurred by the Agents and their Affiliates, including the reasonable fees,
charges and disbursements of counsel for the Agents (on a solicitor and his own
client basis), in connection with the syndication of the credit facilities
provided for herein, the preparation and administration of this Agreement or
any amendments, modifications or waivers of the provisions hereof (whether or
not the transactions contemplated hereby or thereby shall be consummated) and
(ii) all reasonable out-of-pocket expenses incurred by the Agents or any
Lender, including the fees, charges and disbursements of any counsel (on a
solicitor and his own client basis) for the Agents or any Lender, in connection
with the enforcement or protection of its rights in connection with this
Agreement, including its rights under this Section, or in connection with the
Loans made hereunder, including all such out-of-pocket expenses incurred during
any workout, restructuring or negotiations in respect of such Loans or this
Agreement.

(b) Borrower shall indemnify the Agents and each Lender, and each
Related Party of any of the foregoing Persons (each such Person being called an
"Indemnitee") against, and hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and related expenses, including the
reasonable fees, charges and disbursements of any counsel (or a solicitor and
his own client basis) for any Indemnitee, incurred by or asserted against any
Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement or any agreement or instrument
contemplated hereby, the performance by the parties hereto of their respective
obligations hereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or the actual or proposed use
of the proceeds therefrom, (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by Borrower or
any of its Subsidiaries, or any Environmental Liability related in any way to
Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; provided that such indemnity shall not, as
to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses (i) resulted from the gross

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55
negligence or willful misconduct of such Indemnitee or (ii) arise in connection
with any issue in litigation commenced by Borrower or any of its Subsidiaries
against any Indemnitee for which a final judgment is entered in favor of
Borrower or any of its Subsidiaries against such Indemnitee.

(c) To the extent that Borrower fails to pay any amount required
to be paid by it to the Global Administrative Agent or the Canadian
Administrative Agent under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to the Global Administrative Agent or the Canadian
Administrative Agent, such Lender's Applicable Percentage (determined as of the
time that the applicable unreimbursed expense or indemnity payment is sought)
of such unpaid amount; provided that the unreimbursed expense or indemnified
loss, claim, damage, liability or related expense, as the case may be, was
incurred by or asserted against the Global Administrative Agent or the Canadian
Administrative Agent, respectively.

(d) To the extent permitted by applicable law, Borrower shall not
assert, and hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement or any agreement or instrument contemplated hereby, the
Transactions or any Loan or the use of the proceeds thereof, except for any
such claim arising from such Indemnitee's gross negligence or willful
misconduct.

(e) All amounts due under this Section shall be payable not later
than thirty (30) days after written demand therefor.

SECTION 10.4. Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that Borrower may not assign or otherwise
transfer any of its rights or obligations hereunder without the prior written
consent of each Lender (and any attempted assignment or transfer by Borrower
without such consent shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby
and, to the extent expressly contemplated hereby, the Related Parties of each
of the Global Administrative Agent, the Canadian Administrative Agent and the
Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

(b) Any Lender may assign to one or more assignees which are
residents in Canada for purposes of the Income Tax Act (Canada) all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided
that (i) except in the case of an assignment to a Lender or an Affiliate of a
Lender, each of Borrower, the Canadian Administrative Agent and the Global
Administrative Agent must give their prior written consent to such assignment
(which consent shall not be unreasonably withheld), (ii) except in the case of
an assignment to a Lender or an Affiliate of a Lender or an assignment

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of the entire remaining amount of the assigning Lender's Commitment, the amount
of the Commitment of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Acceptance with respect to such
assignment is delivered to the Canadian Administrative Agent and the Global
Administrative Agent) shall be in increments of $1,000,000 and not less than
$10,000,000 unless each of Borrower, the Canadian Administrative Agent and the
Global Administrative Agent otherwise consent, (iii) each partial assignment
shall be made as an assignment of a proportionate part of all the assigning
Lender's rights and obligations under this Agreement, (iv) the parties to each
assignment shall execute and deliver to the Canadian Administrative Agent and
the Global Administrative Agent an Assignment and Acceptance, together with a
processing and recordation fee of $3,500 to the Canadian Administrative Agent,
and (v) the assignee, if it shall not be a Lender, shall deliver to the
Canadian Administrative Agent and the Global Administrative Agent an
Administrative Questionnaire; and provided further that any consent of Borrower
otherwise required under this paragraph shall not be required if an Event of
Default under Section 8.1 has occurred and is continuing. Subject to
acceptance and recording thereof pursuant to paragraph (d) of this Section,
from and after the effective date specified in each Assignment and Acceptance
the assignee thereunder shall be a party hereto and, to the extent of the
interest assigned by such Assignment and Acceptance, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all of the assigning Lender's
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections
2.14, 2.15, 2.16, 2.17, 2.19 and 10.3). Any assignment or transfer by a Lender
of rights or obligations under this Agreement that does not comply with this
paragraph shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (e) of this Section.

(c) The Canadian Administrative Agent and the Global
Administrative Agent, acting for this purpose as an agent of Borrower, shall
maintain at one of its offices in Toronto, Canada, and The City of New York,
respectively, a copy of each Assignment and Acceptance delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the
Commitment of, and principal amount of the Loans owing to, each Lender pursuant
to the terms hereof from time to time (the "Register"). The entries in the
Register shall be conclusive, and Borrower, the Canadian Administrative Agent,
the Global Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by Borrower and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.

(d) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph

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(b) of this Section, the Canadian Administrative Agent and the Global
Administrative Agent shall accept such Assignment and Acceptance and record the
information contained therein in the Register and will provide prompt written
notice to Borrower of the effectiveness of such Assignment. No assignment
shall be effective for purposes of this Agreement unless it has been recorded
in the Register as provided in this paragraph.

(e) Any Lender may, without the consent of Borrower, the Canadian
Administrative Agent or the Global Administrative Agent, sell participations to
one or more banks or other entities which are resident in Canada for purposes
of the Income Tax Act (Canada) (a "Participant") in all or a portion of such
Lender's rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans owing to it); provided that (i) such
Lender's obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) Borrower, the Canadian Administrative
Agent, the Global Administrative Agent and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement, and (iv) if such Participant is
not a Lender or an Affiliate of a Lender, such Lender shall have given notice
to Borrower of the name of the Participant and the amount of such
participation. Any agreement or instrument pursuant to which a Lender sells
such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification or waiver
of any provision of this Agreement; provided that such agreement or instrument
may provide that such Lender will not, without the consent of the Participant,
agree to any amendment, modification or waiver described in the first proviso
to Section 10.2(c) that affects such Participant. Subject to paragraph (f) of
this Section, Borrower agrees that each Participant shall be entitled to the
benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 10.8 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.17(c) as though it were a
Lender.

(f) A Participant shall not be entitled to receive any greater
payment under Section 2.14, 2.15 or 2.16 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such
Participant, unless Borrower shall expressly agree otherwise in writing. A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 2.16 unless Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of Borrower, to comply with Section 2.16(e) as though it were a Lender.

SECTION 10.5. Survival. All covenants, agreements,
representations and warranties made by Borrower herein and in the certificates
or other instruments delivered in connection with or pursuant to this Agreement
shall be considered to have been relied upon by the other parties hereto and
shall survive the execution and delivery of this Agreement and the making of
any Loans, regardless of any investigation made by any such other party or on
its behalf and notwithstanding that the Canadian Administrative Agent, the
Global Administrative Agent or any

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Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid and so long as the Commitments have not
expired or terminated. The provisions of Sections 2.14, 2.15, 2.16, 2.17, 2.19
and 10.3 and Article IX shall survive and remain in full force and effect
regardless of the consummation of the transactions contemplated hereby, the
repayment of the Loans, the expiration or termination of the Commitments or the
termination of this Agreement or any provision hereof.

SECTION 10.6. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement
and any separate letter agreements with respect to fees payable to the Canadian
Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 4.1, this Agreement shall become effective when it shall
have been executed by the Canadian Administrative Agent and the Global
Administrative Agent and when the Canadian Administrative Agent and the Global
Administrative Agent shall have received counterparts hereof which, when taken
together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.

SECTION 10.7. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in
any other jurisdiction.

SECTION 10.8. Right of Setoff. If an Event of Default shall
have occurred and be continuing and the Obligations of Borrower shall have been
accelerated, each Lender and each of its Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other obligations at any time owing by such
Lender or Affiliate to or for the credit or the account of Borrower against any
of and all the obligations of Borrower now or hereafter existing under this
Agreement held by such Lender, irrespective of whether or not such Lender shall
have made any demand under this Agreement and although such obligations may be
unmatured. The rights of each Lender under this Section are in addition to
other rights and remedies (including other rights of setoff) which such Lender
may have.

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SECTION 10.9. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF
PROCESS.

(a) THIS AGREEMENT AND THE OTHER 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
PROVINCE OF ALBERTA AND OF CANADA APPLICABLE THEREIN.

(b) BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR
ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE
PROVINCE OF ALBERTA, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTS OF THE PROVINCE OF
ALBERTA. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT THE AGENTS OR ANY LENDER
MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
AGAINST BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN
PARAGRAPH (b) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE
OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN
OR WITHOUT THE PROVINCE OF ALBERTA. NOTHING IN THIS AGREEMENT WILL AFFECT THE
RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW.

SECTION 10.10. Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

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SECTION 10.11. Confidentiality. Each of the Agents and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party to this Agreement, (e) in connection with the exercise of
any remedies hereunder or any suit, action or proceeding relating to this
Agreement or the enforcement of rights hereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to any
assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement, (g) with the consent
of Borrower or (h) to the extent such Information (A) becomes publicly
available other than as a result of a breach of this Section by any Person or
(B) becomes available to any Agent or any Lender on a nonconfidential basis
from a source other than Borrower or any Person obligated to maintain the
confidentiality of such Information. Prior to disclosing any Information under
clause (c) above, the Agent or Lender required or asked to make such disclosure
shall make a good faith effort to give Borrower prior notice of such proposed
disclosure to permit Borrower to attempt to obtain a protective order or other
appropriate injunctive relief. For the purposes of this Section, "Information"
means all information received from Borrower relating to Borrower or its
business, other than any publicly available information and such information
that is available to any Agent or any Lender on a nonconfidential basis prior
to disclosure by Borrower; provided that, in the case of information received
from Borrower after the date hereof, such information is clearly identified at
the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

SECTION 10.12. Interest Rate Limitation. 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 Borrower to a 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 Lender or Agent limiting rates of interest which may be
charged or collected by such Lender or Agent. Accordingly, if the transactions
contemplated hereby would be illegal, unenforceable, usurious or criminal under
laws applicable to a Lender or Agent (including the laws of any jurisdiction
whose laws may be mandatorily applicable to such Lender or Agent
notwithstanding anything to the contrary in this Agreement or any other Loan
Document but subject to Section 2.12 hereof) then, in that event,
notwithstanding anything to the contrary in this Agreement or any other Loan
Document, it is agreed as follows:

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

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(ii) 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 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 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 Borrower by such Lender or Agent (or, if such
consideration shall have been paid in full, such excess refunded to
Borrower);

(iii) all sums paid, or agreed to be paid, to such
Lender or Agent for the use, forbearance and detention of the
indebtedness of Borrower to such Lender or Agent hereunder or under
any Loan Document shall, to the extent permitted by laws applicable to
such 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;

(iv) if at any time the interest provided pursuant to
this Section or any other clause of this Agreement or any other Loan
Document, together with any other fees or compensation payable
pursuant to this Agreement or any other Loan Document and deemed
interest under laws applicable to such 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 Lender
or Agent pursuant to this Agreement shall be limited, notwithstanding
anything to the contrary in this Agreement or any other 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 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 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 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), 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; and

(v) 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 Loan Documents) by such Lender or Agent would cause such
Lender to charge Borrower a criminal rate of interest, the 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 Lender or Agent, as applicable, and if
received such affected Lender or Agent will return such funds to
Borrower so that the rate of interest paid by Borrower shall not
exceed a criminal rate of interest from the date this Agreement was
entered into.

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SECTION 10.13. NO ORAL AGREEMENTS. THIS WRITTEN AGREEMENT AND
THE OTHER 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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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.

APACHE CANADA LTD.

By: /S/ Apache Canada Ltd.
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Treasurer