1 EXHIBIT 10.2 [CANADIAN CREDIT AGREEMENT] CREDIT AGREEMENT dated as of October 31, 1996

1
EXHIBIT 10.2

[CANADIAN CREDIT AGREEMENT]

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CREDIT AGREEMENT

dated as of October 31, ▇▇▇▇

▇▇▇▇▇

▇▇▇▇▇▇ ▇▇▇▇▇▇ LTD.,

and

THE CANADIAN LENDERS NAMED HEREIN,

and

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

and

BANK OF MONTREAL,
as Canadian Administrative Agent,

and

FIRST CHICAGO CAPITAL MARKETS, INC.,
as Arranger,

and

CHASE SECURITIES INC.,
as Arranger

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TABLE OF CONTENTS

Page

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

ARTICLE I DEFINITIONS AND TERMS OF CONSTRUCTION . . . . . . . . . . . 1
1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2. Use of Defined Terms . . . . . . . . . . . . . . . . . . . . 14
1.3. Cross References . . . . . . . . . . . . . . . . . . . . . . 14
1.4. Accounting and Financial Determination . . . . . . . . . . . 14
1.5. Currency References . . . . . . . . . . . . . . . . . . . . 14

ARTICLE II THE FACILITY . . . . . . . . . . . . . . . . . . . . . . . . 14
2.1. The Facility . . . . . . . . . . . . . . . . . . . . . . . . 14
(a) Description of Facility . . . . . . . . . . . . . . . 14
(b) Facility Amount . . . . . . . . . . . . . . . . . . . 15
(c) All Loans . . . . . . . . . . . . . . . . . . . . . . 15
(d) Revolving Advances . . . . . . . . . . . . . . . . . 15
2.2. Extension of Termination Date and of Aggregate Commitment . 15
2.3. [Intentionally Omitted.] . . . . . . . . . . . . . . . . . . 17
2.4. Facility Fee; Other Fees . . . . . . . . . . . . . . . . . . 17
(a) Facility Fee . . . . . . . . . . . . . . . . . . . . 17
(b) Agents' Fees . . . . . . . . . . . . . . . . . . . . 17

ARTICLE III BORROWING; SELECTING RATE OPTIONS; ETC. . . . . . . . . . . 17
3.1. Method of Borrowing . . . . . . . . . . . . . . . . . . . . 17
3.2. Maximum Interest . . . . . . . . . . . . . . . . . . . . . . 17
3.3. Method of Selecting Rate Options and Interest Periods for
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
3.4. [Intentionally Omitted] . . . . . . . . . . . . . . . . . . 19
3.5. Minimum Amount of Each Advance . . . . . . . . . . . . . . . 19
3.6. Continuation and Conversion Elections . . . . . . . . . . . 19
3.7. Telephonic Notices . . . . . . . . . . . . . . . . . . . . . 19
3.8. Rate after Maturity . . . . . . . . . . . . . . . . . . . . 19
3.9. Interest Payment Dates; Determination of Interest and Fees . 19
(a) Interest Payment Dates . . . . . . . . . . . . . . . 19
(b) Determination of Interest and Fees . . . . . . . . . 19
(c) Interest Act Waiver . . . . . . . . . . . . . . . . . 20
(d) Nominal Rate . . . . . . . . . . . . . . . . . . . . 20
(e) Interest Act . . . . . . . . . . . . . . . . . . . . 20
3.10. Notification of Advances, Interest Rates, Prepayments and
Commitment Reductions . . . . . . . . . . . . . . . . . . . 20
3.11. Non-Receipt of Funds by the Canadian Administrative Agent . 20

ARTICLE IV MANDATORY PAYMENTS; REDUCTIONS OF COMMITMENTS; ETC. . . . . 20
4.1. Mandatory Prepayments . . . . . . . . . . . . . . . . . . . 20
(a) Mandatory Prepayments . . . . . . . . . . . . . . . . 21
(b) Application of Mandatory Prepayments . . . . . . . . 21
4.2. Voluntary Prepayments . . . . . . . . . . . . . . . . . . . 21
4.3. Method of Payment . . . . . . . . . . . . . . . . . . . . . 22
4.4. Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

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4.5. Voluntary Reductions of Commitments. . . . . . . . . . . . 22
4.6. Voluntary and Mandatory Prepayments . . . . . . . . . . . . 22

ARTICLE V [Intentionally Omitted] . . . . . . . . . . . . . . . . . . 22

ARTICLE VI CHANGE IN CIRCUMSTANCES; TAXES . . . . . . . . . . . . . . . 22
6.1. Yield Protection . . . . . . . . . . . . . . . . . . . . . . 22
6.2. Availability of Rate Options . . . . . . . . . . . . . . . . 23
6.3. Funding Indemnification . . . . . . . . . . . . . . . . . . 23
6.4. Lending Installations . . . . . . . . . . . . . . . . . . . 23
6.5. Increased Capital Costs . . . . . . . . . . . . . . . . . . 24
6.6. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
6.7. Canadian Lender Statements; Survival of Indemnity;
Substitution of Canadian Lenders; Limitation on Claims by
Canadian Lenders . . . . . . . . . . . . . . . . . . . . . . 24
6.8. [Intentionally Omitted] . . . . . . . . . . . . . . . . . . 25
6.9. Currency Conversion and Currency Indemnity . . . . . . . . . 25
(a) Payments in Agreed Currency. . . . . . . . . . . . . 25
(b) Conversion of Agreed Currency into Judgment Currency. 25
(c) Circumstances Giving Rise to Indemnity. . . . . . . . 25
(d) Indemnity Separate Obligation. . . . . . . . . . . . 26

ARTICLE VII CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . 26
7.1. Conditions of Effectiveness . . . . . . . . . . . . . . . . 26
7.2. Each Advance . . . . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE VIII REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . 28
8.1. Corporate Existence and Standing . . . . . . . . . . . . . . 28
8.2. Authorization and Validity . . . . . . . . . . . . . . . . . 28
8.3. No Conflict; Government Consent . . . . . . . . . . . . . . 28
8.4. Financial Statements . . . . . . . . . . . . . . . . . . . . 28
8.5. Material Adverse Change . . . . . . . . . . . . . . . . . . 28
8.6. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
8.7. Litigation and Guaranteed Obligations . . . . . . . . . . . 29
8.8. Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . 29
8.9. Unfunded Pension Liabilities . . . . . . . . . . . . . . . . 29
8.10. Accuracy of Information . . . . . . . . . . . . . . . . . . 29
8.11. [Intentionally Omitted] . . . . . . . . . . . . . . . . . . 29
8.12. Material Agreements . . . . . . . . . . . . . . . . . . . . 29
8.13. Compliance With Laws . . . . . . . . . . . . . . . . . . . . 29
8.14. Title to Properties . . . . . . . . . . . . . . . . . . . . 29
8.15. Investment Company Act . . . . . . . . . . . . . . . . . . . 29
8.16. Public Utility Holding Company Act . . . . . . . . . . . . . 30
8.17. Post-Retirement Benefits . . . . . . . . . . . . . . . . . . 30
8.18. Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . 30
8.19. Environmental Warranties . . . . . . . . . . . . . . . . . . 30

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ARTICLE IX AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . 31
9.1. Financial Reporting . . . . . . . . . . . . . . . . . . . . 31
9.2. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . 33
9.3. Notice of Default, Unmatured Default, Litigation and
Material Adverse Effect . . . . . . . . . . . . . . . . . . 33
9.4. Conduct of Business . . . . . . . . . . . . . . . . . . . . 33
9.5. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
9.6. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . 33
9.7. Compliance with Laws . . . . . . . . . . . . . . . . . . . . 33
9.8. Maintenance of Properties . . . . . . . . . . . . . . . . . 33
9.9. Inspection . . . . . . . . . . . . . . . . . . . . . . . . . 34
9.10. Operation of Properties . . . . . . . . . . . . . . . . . . 34
9.11. Delivery of Guaranties . . . . . . . . . . . . . . . . . . . 34
9.12. Environmental Covenant . . . . . . . . . . . . . . . . . . . 34
9.13. Further Assurances . . . . . . . . . . . . . . . . . . . . . 34

ARTICLE X FINANCIAL COVENANTS . . . . . . . . . . . . . . . . . . . . 35
10.1. Consolidated Tangible Net Worth . . . . . . . . . . . . . . 35
10.2. Ratio of EBITDDA to Consolidated Interest . . . . . . . . . 35

ARTICLE XI NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . 35
11.1. Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . 35
11.2. Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
11.3. Sales of Properties or Borrowing Base Subsidiaries . . . . . 36
11.4. Guaranteed Obligations . . . . . . . . . . . . . . . . . . . 37
11.5. Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
11.6. Restricted Payments, etc . . . . . . . . . . . . . . . . . . 38
11.7. Transactions with Affiliates . . . . . . . . . . . . . . . . 38
11.8. Negative Pledges, etc . . . . . . . . . . . . . . . . . . . 38
11.9. Regulation U Acquisitions . . . . . . . . . . . . . . . . . 39
11.10. Investments . . . . . . . . . . . . . . . . . . . . . . . . 39
11.11. Hedging Contracts . . . . . . . . . . . . . . . . . . . . . 39
11.12. Approval of Consents . . . . . . . . . . . . . . . . . . . . 40

ARTICLE XII DEFAULTS . . . . . . . . . . . . . . . . . . . . . . . . . . 40
12.1. Breach of Warranties and Misleading Statements . . . . . . . 40
12.2. Nonpayment of Loans, Fees and other Obligations . . . . . . 40
12.3. Breach of Certain Covenants . . . . . . . . . . . . . . . . 40
12.4. Default Under Australian Loan Documents or U.S. Loan
Documents. . . . . . . . . . . . . . . . . . . . . . . . . . 40
12.5. Non-Compliance with this Agreement . . . . . . . . . . . . . 40
12.6. Cross-Defaults . . . . . . . . . . . . . . . . . . . . . . . 40
12.7. Voluntary Dissolution and Insolvency Proceedings and Actions 41
12.8. Involuntary Insolvency Proceedings or Dissolution . . . . . 41
12.9. Condemnation . . . . . . . . . . . . . . . . . . . . . . . . 41
12.10. Judgments . . . . . . . . . . . . . . . . . . . . . . . . . 41
12.11. [Intentionally Omitted] . . . . . . . . . . . . . . . . . . 41
12.12. Other Defaults Under Canadian Loan Documents . . . . . . . . 41
12.13. Failure of Canadian Loan Documents . . . . . . . . . . . . . 41

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12.14. Change in Control . . . . . . . . . . . . . . . . . . . . . 41

ARTICLE XIII ACCELERATION, WAIVERS, AMENDMENTS, REMEDIES; RELEASES . . . 42
13.1. Acceleration . . . . . . . . . . . . . . . . . . . . . . . . 42
13.2. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . 42
13.3. Preservation of Rights . . . . . . . . . . . . . . . . . . . 42

ARTICLE XIV GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . 43
14.1. [Intentionally Omitted] . . . . . . . . . . . . . . . . . . 43
14.2. Governmental Regulation . . . . . . . . . . . . . . . . . . 43
14.3. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
14.4. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . 43
14.5. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . 43
14.6. Several Obligations . . . . . . . . . . . . . . . . . . . . 43
14.7. Reimbursement of Costs and Expenses; Indemnification . . . . 43
(a) Reimbursement of Costs and Expenses . . . . . . . . . 43
(b) Indemnification . . . . . . . . . . . . . . . . . . . 43
14.8. Numbers of Documents . . . . . . . . . . . . . . . . . . . . 44
14.9. Severability of Provisions . . . . . . . . . . . . . . . . . 44
14.10. Nonliability of Canadian Lenders . . . . . . . . . . . . . . 44
14.11. CHOICE OF LAW . . . . . . . . . . . . . . . . . . . . . . . 45
14.12. CONSENT TO JURISDICTION . . . . . . . . . . . . . . . . . . 45
14.13. Confidentiality . . . . . . . . . . . . . . . . . . . . . . 45

ARTICLE XV THE AGENTS, THE ARRANGERS AND THE ENGINEERING BANKS . . . . 45
15.1. Appointment of Agents . . . . . . . . . . . . . . . . . . . 45
15.2. Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
15.3. General Immunity . . . . . . . . . . . . . . . . . . . . . . 46
15.4. No Responsibility for Loans, Recitals, etc . . . . . . . . . 46
15.5. Action on Instructions of Canadian Lenders . . . . . . . . . 46
15.6. Employment of Agents and Counsel . . . . . . . . . . . . . . 46
15.7. Reliance on Documents; Counsel . . . . . . . . . . . . . . . 46
15.8. Reimbursement and Indemnification . . . . . . . . . . . . . 46
15.9. Rights as a Canadian Lender . . . . . . . . . . . . . . . . 46
15.10. Canadian Lender Credit Decision . . . . . . . . . . . . . . 47
15.11. Certain Successor Agents . . . . . . . . . . . . . . . . . . 47

ARTICLE XVI SETOFF; RATABLE PAYMENTS . . . . . . . . . . . . . . . . . . 47
16.1. Setoff . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
16.2. Ratable Payments . . . . . . . . . . . . . . . . . . . . . . 47

ARTICLE XVII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS . . . . . 48
17.1. Successors and Assigns . . . . . . . . . . . . . . . . . . . 48
17.2. Participations . . . . . . . . . . . . . . . . . . . . . . . 48
17.3. Assignments . . . . . . . . . . . . . . . . . . . . . . . . 49
17.4. Dissemination of Information . . . . . . . . . . . . . . . . 49

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ARTICLE XVIII NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . 49
18.1. Giving Notice . . . . . . . . . . . . . . . . . . . . . . . 49
18.2. Change of Address . . . . . . . . . . . . . . . . . . . . . 50

ARTICLE XIX COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . 50

ARTICLE XX NO ORAL AGREEMENTS . . . . . . . . . . . . . . . . . . . . . 50

EXHIBITS:
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EXHIBIT A NOTE
EXHIBIT B FORM OF LEGAL OPINION
EXHIBIT C COMPLIANCE CERTIFICATE
EXHIBIT D ASSIGNMENT AGREEMENT
EXHIBIT E CONTINUATION/CONVERSION NOTICE
EXHIBIT F FORM OF CANADIAN COUNSEL OPINION
EXHIBIT G CONFIDENTIALITY AGREEMENT
EXHIBIT H FORM OF SUBSIDIARY GUARANTY
EXHIBIT I FORM OF PARENT GUARANTY

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

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CREDIT AGREEMENT

This Agreement, dated as of October 31, 1996, is among Apache Canada
Ltd., a corporation organized under the laws of the Province of Alberta, Canada
(the "Company"), the various commercial lending institutions as are or may
become parties hereto (the "Canadian Lenders"), The First National Bank of
Chicago, as Global Administrative Agent (the "Global Administrative Agent"),
Bank of Montreal, as Canadian Administrative Agent (the "Canadian
Administrative Agent"), First Chicago Capital Markets, Inc., as Arranger, and
Chase Securities Inc., as Arranger.

RECITALS:

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

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

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

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

ARTICLE I

DEFINITIONS AND TERMS OF CONSTRUCTION

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

"Accepting Lender" is defined in Section 2.2.

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

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

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

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

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

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

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

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

"Alternate Base Rate" means, on any date and with respect to all
Floating Rate Advances, a fluctuating rate of interest per annum equal to the
higher of (i) the U.S. Base Rate, and (ii) the Federal Funds Effective Rate
most recently determined by the Global Administrative Agent plus 1/2%. Changes
in the rate of interest on that portion of any Advance maintained as a Floating
Rate Advance will take effect simultaneously with each change in the Alternate
Base Rate. The Global Administrative Agent will give notice promptly to the
Company and the Canadian Lenders of changes in the Alternate Base Rate.

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

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

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

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

"Approved Canadian Lender" means Canadian chartered banks which have a
long term debt rating of A Low (or the then equivalent grade) or higher by
DBRS, or, if not then rated by DBRS, of A Low (or the then equivalent grade) or
higher by CBRS.

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

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

"Assignment Agreement" means an agreement executed by an assignor
Canadian Lender and an assignee Canadian Lender pursuant to Section 17.3
substantially in the form of Exhibit D hereto.

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9
"Australian Administrative Agent" means Chase Securities Australia
Limited (ACN 002 888 011) in its capacity as Administrative Agent for the
lenders party to the Australian Credit Agreement and any successor thereto.

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

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

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

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

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

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

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

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

"Borrowing Notice" is defined in Section 3.3.

"Business Day" means (i) with respect to any borrowing, payment or rate
selection of Eurodollar Advances, a day other than Saturday or Sunday on which
banks are open for business in Calgary, Toronto, Chicago and New York and on
which dealings in United States dollars are carried on in the London interbank
market and (ii) for all other purposes, a day other than Saturday or Sunday on
which banks are open for business in Calgary, Toronto, Chicago and New York.

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

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

"Canadian Loan Documents" means this Agreement, the Notes, the Parent
Guaranty, the Guaranties, the Assignment Agreements, the agreement with respect
to fees described in Section 2.4(b), the Intercreditor Agreement and the
Indemnity Agreements, together with all exhibits, schedules and attachments
thereto, and all other agreements, documents, certificates, financing
statements and instruments from time to time executed and delivered pursuant to
or in connection with any of the foregoing.

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

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

"Cash Equivalent Investment" means, at any time:

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

(b) commercial paper, maturing not more than nine months from
the date of issue, which is issued by any Agent or any Agent's holding
company, or by (i) a corporation (other than the Parent or an Affiliate
of the Parent) organized under the laws of any state of the United
States or of the District of Columbia and rated A-1 by S&P or P-1 by
▇▇▇▇▇'▇, (ii) any Combined Lender (or its holding company) which has (or
which at the time is a subsidiary of a holding company which has) a
Qualified Long Term Rating, or which is an Approved Canadian Lender, or
(iii) a corporation (other than the Parent or an Affiliate of the
Parent) organized under the laws of Canada or any province thereof and
rated R-1 (middle/low) (or the then equivalent grade) or higher by DBRS,
or, if not then rated by DBRS, which is rated A-1 (or the then
equivalent grade) or higher by CBRS;

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

(d) any repurchase agreement entered into with any Agent or
any Combined Lender (or other commercial banking institution of the
stature referred to in clause (c)(i)) which (i) is secured by a fully
perfected security interest in any obligation of the type described in
any of clauses (a) through (c); and (ii) has a market value at the time
such repurchase agreement is entered into of not less than 100% of the
repurchase obligation of such Combined Lender or Agent (or other
commercial banking institution) thereunder.

"CBRS" means C.B.R.S. Inc. carrying on business as "Canadian Bond Rating
Service" and its successors.

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

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"Change in Control" means:

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

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

(c) the failure by the Parent to own, directly or
indirectly, free and clear of all Liens, other than Liens
permitted under Section 11.5 of the U.S. Credit Agreement, 100%
of the outstanding capital stock of the Company on a fully
diluted basis.

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

"Claims" is defined in Section 14.7.

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

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

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

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

"Company" is defined in the Preamble.

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

"Consolidated Net Income" means, for any period for which a
determination thereof is to be made, the net income (or loss) after taxes of
the Parent and its Consolidated Subsidiaries on a consolidated basis for such
period taken as a single accounting period; provided that there shall be
excluded the income (or loss) of any Affiliate of the Parent or other Person
(other than a Consolidated Subsidiary of the Parent) in which any Person (other
than the

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Parent or any of the Consolidated Subsidiaries) has a joint interest, except to
the extent of the amount of dividends or other distributions actually paid to
the Parent or any of the Consolidated Subsidiaries by such Affiliate or other
Person during such period.

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

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

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

"DBRS" means Dominion Bond Rating Service Limited and its successors.

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

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

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

"Declining Lender" is defined in Section 2.2.

"Default" means any event described in Article XII.

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

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

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included in the determination of Consolidated Net Income less any gains arising
outside of the ordinary course of business which have been included in the
determination of Consolidated Net Income, all as determined on a consolidated
basis for the Parent and its Consolidated Subsidiaries.

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

"Environmental Law" means any federal, state, provincial, territorial or
local statute (including for example and without limitation, the Environmental
Protection and Enhancement Act (Alberta) and the Canadian Environmental
Protection Act), or rule or regulation promulgated thereunder, any judicial or
administrative order or judgment or written administrative request to which the
Company or any Subsidiary is party or any of which are applicable to the
Company or any Subsidiary or the Properties (whether or not by consent), and
any provision or condition of any permit, license or other governmental
operating authorization, relating to (A) protection of the environment, persons
or the public welfare from actual or potential exposure for the effects of
exposure to any actual or potential release, discharge, spill or emission
(whether past or present) of, or regarding the manufacture, processing,
production, gathering, transportation, importation, use, treatment, storage or
disposal of, any chemical, raw material, pollutant, contaminant or toxic,
corrosive, hazardous, or non-hazardous substance or waste, including petroleum;
or (B) occupational or public health or safety.

"Equivalent Amount" in one currency (the "first currency") of an amount
in another currency (the "other currency") means the amount of the first
currency which is required to purchase such amount of the other currency at the
rate determined on the basis of the Spot Rate of Exchange for the other
currency against the first currency at the time of determination.

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

"Eurodollar Base Rate" means, with respect to a Eurodollar Advance for
the relevant Interest Period, the rate determined by the Global Administrative
Agent to be the arithmetic average of the rates reported to the Global
Administrative Agent by each Reference Lender as the rate at which deposits in
U.S. dollars are offered by such Reference Lender to first-class banks in the
London interbank market at approximately 11 a.m. (London time) two Business
Days prior to the first day of such Interest Period, in the approximate amount
of such Reference Lender's relevant Eurodollar Loan and having a maturity
approximately equal to such Interest Period. If any Reference Lender fails to
provide such quotation to the Global Administrative Agent, then the Global
Administrative Agent shall determine the Eurodollar Base Rate on the basis of
the quotations of the remaining Reference Lender.

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

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

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

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

"Federal Funds Effective Rate" means, for any period for which a
determination thereof is made, a fluctuating interest rate per annum equal for
each day during such period to (i) the weighted average of the rates

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on overnight federal funds transactions with members of the Federal Reserve
System arranged by federal funds brokers, as published for such day (or, if
such day is not a Business Day, for the preceding Business Day) by the Federal
Reserve Bank of New York; or (ii) if such rate is not so published for any day
which is a Business Day, the average of the quotations at approximately 11 a.m.
(Toronto time) for such day on such transactions received by the Global
Administrative Agent from three federal funds brokers of recognized standing
selected by it.

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

"Floating Rate Advance" means a Revolving Advance which bears interest
at the Alternate Base Rate.

"Floating Rate Loan" means a Loan which bears interest at the Alternate
Base Rate.

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

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

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

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

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

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

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

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of gas and gas condensate production for the extraction of products therefrom
are not Guaranteed Obligations for purposes of this definition.

"Guarantor" means each of the Parent and any Subsidiary of the Company
which is a guarantor pursuant to the Parent Guaranty or a Guaranty,
respectively, in favor of the Agents and the Canadian Lenders delivered
pursuant to Section 9.11.

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

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

"Highest Lawful Rate" is defined in Section 3.2.

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

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

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

"Indebtedness" means, with respect to a Person at any time, such
Person's (i) obligations for borrowed money, (ii) obligations representing the
deferred purchase price of property or services, including obligations payable
out of Hydrocarbon production, other than accounts payable arising in the
ordinary course of such Person's business payable on terms customary in the
trade, (iii) obligations, whether or not assumed, secured by Liens (other than
Liens permitted by Section 11.5, clauses (a) through (d) or clauses (f) through
(m)) or payable out of the proceeds of production from property now or
hereafter owned or acquired by such Person, (iv) obligations (other than the
obligations previously described in clauses (i), (ii), or (iii) of this
definition) which are evidenced by notes, bonds, debentures, bankers'
acceptances, or other instruments, (v) Capitalized Lease Obligations, (vi)
liabilities under interest rate swap, exchange, collar or cap agreements and
all other agreements or arrangements designed to protect such Person against
fluctuations in interest rates or currency exchange rates, (vii) net
liabilities under commodity hedge, commodity swap, exchange, collar or cap
agreements, fixed price agreements and all other agreements or arrangements
designed to protect a person against fluctuations in oil or gas prices provided
that, each such contract will be marked-to-market and the gain or loss on each
such contract and any amounts on deposit with any counterparties or exchanges
shall be included in determining such Person's net liability with respect to
such contract, (viii) obligations, contingent or otherwise, relative to the
amount of all letters of credit, whether or not

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drawn, and (ix) all Guaranteed Obligations of such Person in respect of any of
the foregoing; provided, however, that "Indebtedness" shall not include any
amounts included as deferred credits on the financial statements of such Person
or of a consolidated group including such Person, determined in accordance with
Agreement Accounting Principles; provided further that for purposes of the
foregoing clauses (ii), (iii) and (ix) and the "other instruments" described in
the foregoing clause (iv), obligations pursuant to any oil, gas and/or mineral
lease, farm-out agreement, division order, contract for the exchange or
processing of oil, gas and/or other hydrocarbons, unitization and pooling
declaration and agreement, operating agreement, development agreement, area of
mutual interest agreement, marketing agreement or arrangement, forward sales of
Hydrocarbons, and other agreements which are customary in the oil, gas and
other mineral exploration, development and production business and in the
business of processing of gas and gas condensate production for the extraction
of products therefrom shall not be Indebtedness.

"Indemnified Person" is defined in Section 14.7.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Original Termination Date" means October 31, 2001.

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

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

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

"Parent Guaranty" means that certain Guaranty, dated as of October 31,
1996, by the Parent in favor of the Canadian Lenders and the other Lender
Parties (as defined therein), as such Parent Guaranty may from time to time be
amended, supplemented, restated, reaffirmed or otherwise modified.

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

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

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

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

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

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

"Qualified Long Term Rating" means in respect of any Person, a Person
which has publicly traded debt securities rated either A- or higher by S&P or
A(3) or higher by Moody's.

"Rate Option" means the Eurodollar Rate or the Alternate Base Rate.

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

"Reference Lenders" means First Chicago and Chase.

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

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

"Replacement Lender" is defined in Section 2.2.

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

"Reserve Requirement" means, with respect to an Interest Period, the
maximum aggregate reserve requirement (including all basic, emergency,
supplemental, marginal and other reserves and taking into account any
transitional adjustments or regulations issued from time to time) which is then
applicable to assets or liabilities consisting of and including with a maturity
equal to that of the eurocurrency liabilities having a term approximately equal
or comparable to such Interest Period.

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"Revolving Advance" means a borrowing hereunder consisting of the
aggregate amount of the several Loans made by the Canadian Lenders or any of
them to the Company on the same Borrowing Date, at the same Rate Option and, in
the case of Eurodollar Loans, for the same Interest Period.

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

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

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

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

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

(b) such Person is able to pay all of its liabilities as such
liabilities mature; and

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

"Spot Rate of Exchange" means, on any date, the rate of exchange between
two currencies which is quoted on the Reuters' Screen page BOFC at or about
1:00 p.m. (Toronto time) on that day.

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

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

"Transferee" is defined in Section 17.4.

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

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

"U.S. Base Rate" means a rate per annum of interest from time to time
announced 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.

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

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

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

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

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

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

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

1.5. Currency References. Unless otherwise specified herein, all
dollar amounts expressed herein shall refer to U.S. Dollars. Except as
otherwise herein specified, for purposes of calculating compliance with the
terms of this Agreement and the other Canadian Loan Documents (including for
purposes of calculating compliance with the covenants), any other obligation or
calculation shall be converted to its Equivalent Amount in U.S. Dollars.

ARTICLE II

THE FACILITY

2.1. The Facility.

(a) Description of Facility. On the terms and subject to the
conditions set forth in this Agreement (including satisfaction of the
conditions precedent set forth in Article VII), the Canadian Lenders grant to
the Company a revolving credit facility pursuant to which, and upon the terms
and conditions herein set out, each Canadian Lender severally agrees to make
Loans to the Company in accordance with this Section and Article III.

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(b) Facility Amount. In no event may the aggregate principal amount
of all outstanding Loans exceed the lesser of the Aggregate Commitment or the
Global Borrowing Base and no Canadian Lender shall be obligated to make any
Loan hereunder if, after giving effect to such Loan, the sum of the aggregate
outstanding principal amount of all Borrowing Base Debt would exceed the Global
Borrowing Base; provided that if the Company shall have requested an Advance
the proceeds of which will be used to repay outstanding Borrowing Base Debt and
so long as no Default or Unmatured Default shall have occurred and be
continuing, then, with respect to the calculations set forth in this
subsection, such Advance shall not be included within the amount of outstanding
Loans and outstanding Borrowing Base Debt until 5:00 p.m. (Central time) on the
day of such Advance; provided, further, that the continuation of any Floating
Rate Loan or any Eurodollar Loan or the conversion of any Eurodollar Loan into
a Floating Rate Loan shall not be deemed to be a borrowing of a Loan for
purposes of this subsection or an Advance during the applicable period provided
in Section 4.1(a) for the Company to make a mandatory payments because of a
Debt Limit Excession; provided, further, that, in the case of a continuation of
a Eurodollar Loan during a continuing Debt Limit Excession, such continuation
shall only be permitted for a period ending on or prior to the date by which
the Company is required to make a mandatory prepayment because of a Debt Limit
Excession provided in Section 4.1(a).

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

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

2.2. Extension of Termination Date and of Aggregate Commitment.

(a) Subject to the other provisions of this Agreement, the Aggregate
Commitment shall be effective for an initial period from the Global Effective
Date to the Original Termination Date; provided that the Termination Date, and
concomitantly the Aggregate Commitment, may be extended for successive one year
periods expiring on the date which is one (1) year from the then scheduled
Termination Date. If the Company shall request in an Annual Certificate of
Extension delivered to the Global Administrative Agent and the Canadian
Administrative Agent concurrently with delivery by the Parent under the U.S.
Credit Agreement of the Approved Engineers' Report delivered prior to the then
scheduled Termination Date that the Termination Date be extended for one year
from the then scheduled Termination Date, then the Canadian Administrative
Agent shall promptly notify each Canadian Lender of such request and each
Canadian Lender shall notify the Canadian Administrative Agent, no later than
the next date by which each Canadian Lender is required, pursuant to Section
2.3(a) of the U.S. Credit Agreement, to approve or disapprove the Engineering
Banks' determination of the Global Borrowing Base, and whether such Canadian
Lender, in the exercise of its sole discretion, will extend the Termination
Date for such one year period. Any Canadian Lender which shall not timely
notify the Canadian Administrative Agent whether it will extend the Termination
Date shall be deemed to not have agreed to extend the Termination Date. No
Canadian Lender shall have any obligation whatsoever to agree to extend the
Termination Date. Any agreement to extend the Termination Date by any Canadian
Lender shall be irrevocable, except as provided in Section 2.2(c).

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

(c) If Canadian Lenders constituting at least the Required Lenders
approve the extension of the then scheduled Termination Date (such Canadian
Lenders agreeing to extend the Termination Date herein called the "Accepting
Lenders"), and if one or more of the Canadian Lenders shall notify, or be
deemed to notify, the Canadian Administrative Agent pursuant to clause (a) of
this Section 2.2 that they will not extend the then scheduled

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Termination Date (such Canadian Lenders herein called the "Declining Lenders"),
then (A) the Canadian Administrative Agent shall promptly so notify the Company
and the Accepting Lenders, (B) the Accepting Lenders shall, upon the Company's
election to extend the then scheduled Termination Date in accordance with
clause (i) or (ii) below, extend the then scheduled Termination Date and (C)
the Company shall pursuant to a notice delivered to the Global Administrative
Agent, the Canadian Administrative Agent, the Accepting Lenders and the
Declining Lenders, no later than the tenth day following the date by which each
Canadian Lender is required, pursuant to Section 2.2(a), to approve or
disapprove the requested extension of the Aggregate Commitment, either:

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

(ii) elect to extend the Termination Date with respect to the
Accepting Lenders and, prior to or no later than the then scheduled
Termination Date, (A) to replace one or more of the Declining Lender or
Declining Lenders with another lender or lenders reasonably acceptable
to the Canadian Administrative Agent and the Global Administrative Agent
(such lenders herein called the "Replacement Lenders") and (B) the
Company shall pay in full in immediately available funds all Obligations
of the Company owing to the Declining Lenders which are not being
replaced, as provided in clause (i) above; provided that (x) the
Replacement Lender or Replacement Lenders shall purchase, and the
Declining Lender or Declining Lenders shall sell, the Notes of the
Declining Lender or Declining Lenders being replaced and the Declining
Lender's or Declining Lenders' rights hereunder without recourse or
expense to, or warranty by, such Declining Lender or Declining Lenders
being replaced for a purchase price equal to the aggregate outstanding
principal amount of the Note or Notes payable to such Declining Lender
or Declining Lenders plus any accrued but unpaid interest on such Note
or Notes and accrued but unpaid fees in respect of such Declining
Lender's or Declining Lenders' Loans and Commitments hereunder, and (y)
all obligations of the Company owing under or in connection with this
Agreement to the Declining Lender or Declining Lenders being replaced
(other than with respect to the Notes, but including, without
limitation, such increased costs, breakage fees payable under Section
6.3 and all other costs and expenses payable to each such Declining
Lender) shall be paid in full in immediately available funds to such
Declining Lender or Declining Lenders concurrently with such
replacement, and (z) upon the payment of such amounts referred to in
clauses (x) and (y), the Replacement Lender or Replacement Lenders shall
each constitute a Canadian Lender hereunder and the Declining Lender or
Declining Lenders being so replaced shall no longer constitute a
Canadian Lender (other than for purposes of Article VI, Section 14.7 and
the Indemnity Agreement), and shall no longer have any obligations
hereunder, other than to the Agents pursuant to Section 15.8; or

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

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

2.3. [Intentionally Omitted.].

2.4. Facility Fee; Other Fees.

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

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

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

ARTICLE III

BORROWING; SELECTING RATE OPTIONS; ETC.

3.1. Method of Borrowing. Not later than 3:00 p.m. (Toronto time) on
each Borrowing Date for Loans, each Canadian Lender shall make available its
Loan or Loans, in funds immediately available in Toronto, to the Canadian
Administrative Agent at its address specified pursuant to Article XVIII. The
Canadian Administrative Agent will make the funds so received from the Canadian
Lenders with respect to Loans available to the Company at the Canadian
Administrative Agent's aforesaid address.

3.2. Maximum Interest. It is the intention of the parties hereto to
conform strictly to applicable interest, usury and criminal laws and, anything
herein to the contrary notwithstanding, the obligations of the Company to a
Canadian 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
Canadian Lender or Agent limiting rates of interest which may be charged or
collected by such Canadian Lender or Agent. Accordingly, if the transactions
contemplated hereby would be illegal, unenforceable, usurious or criminal under
laws applicable to a Canadian Lender or Agent (including the laws of any
jurisdiction whose laws may be mandatorily applicable to such Canadian Lender
or Agent notwithstanding anything to the contrary in this Agreement or any
other Canadian Loan Document but subject to Section 3.8 hereof) then, in that
event, notwithstanding anything to the contrary in this Agreement or any other
Canadian Loan Document, it is agreed as follows:

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

(b) the aggregate of all consideration which constitutes
interest under applicable law that is contracted for, taken, reserved,
charged or received under this Agreement, or under any of the other
aforesaid agreements or otherwise in connection with this Agreement by
such Canadian Lender or Agent shall under no circumstances exceed the
maximum amount of interest allowed by applicable law (such

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maximum lawful interest rate, if any, with respect to each Canadian
Lender and the Agent herein called the "Highest Lawful Rate"), and any
excess shall be cancelled automatically and if theretofore paid shall be
credited to the Company by such Canadian Lender or Agent (or, if such
consideration shall have been paid in full, such excess refunded to the
Company);

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

(d) if at any time the interest provided pursuant to this
Section 3.2 or any other clause of this Agreement or any other Canadian
Loan Document, together with any other fees or compensation payable
pursuant to this Agreement or any other Canadian Loan Document and
deemed interest under laws applicable to such Canadian 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 Canadian Lender or Agent pursuant to this Agreement shall be
limited, notwithstanding anything to the contrary in this Agreement or
any other Canadian 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 Canadian
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 Canadian 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 Canadian Lender or Agent if a varying rate
per annum equal to the interest provided pursuant to any other relevant
Section hereof (other than this Section 3.2), as applicable, had at all
times been in effect, plus the amount of fees which would have been
received but for the effect of this Section 3.2; and

(e) with the intent that the rate of interest herein shall at
all times be lawful, and if the receipt of any funds owing hereunder or
under any other agreement related hereto (including any of the other
Canadian Loan Documents) by such Canadian Lender or Agent would cause
such Canadian Lender to charge the Company a criminal rate of interest,
the Canadian 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 Canadian Lender or
Agent, as applicable, and if received such affected Canadian Lender or
Agent will return such funds to the Company so that the rate of interest
paid by the Company shall not exceed a criminal rate of interest from
the date this Agreement was entered into.

3.3. Method of Selecting Rate Options and Interest Periods for Loans.
The Company shall select the Rate Option and Interest Period applicable to each
Revolving Advance from time to time. The Company shall give the Canadian
Administrative Agent irrevocable notice (a "Borrowing Notice") not later than
(a) noon (Toronto time) on the Borrowing Date of each Floating Rate Advance,
and (b) 1:00 p.m. (Toronto time) at least three (3) Business Days before the
Borrowing Date for each Eurodollar Advance, specifying:

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

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

(iii) the aggregate amount of such Revolving Advance,

(iv) the Rate Option selected for such Revolving Advance, and

(v) in the case of each Eurodollar Advance, the Interest
Period applicable thereto.

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

3.4. [Intentionally Omitted].

3.5. Minimum Amount of Each Advance. Each requested Advance shall be
in the minimum amount of $5,000,000 (and in multiples of $1,000,000 if in
excess thereof); provided, however, that any Floating Rate Advance may be in
the amount of the difference between (i) the Global Borrowing Base minus (ii)
the aggregate principal amount of Borrowing Base Debt.

3.6. Continuation and Conversion Elections. By providing a
Continuation/Conversion Notice to the Canadian Administrative Agent on or
before 1:00 p.m. (Toronto time), in the case of a Eurodollar Loan, or noon
(Toronto time), in the case of a Floating Rate Loan, on a Business Day, the
Company may from time to time irrevocably elect, on, in the case of a
Eurodollar Loan, not less than three nor more than five, and in the case of a
Floating Rate Loan not less than one or more than three, Business Days' notice,
that all, or any portion in an aggregate minimum amount of $5,000,000 and an
integral multiple of $1,000,000 or the remaining balance of any Loans be, in
the case of Floating Rate Loans converted into Eurodollar Loans or, in the case
of Eurodollar Loans converted into Floating Rate Loans or continued as
Eurodollar Loans (in the absence of delivery of a Continuation/Conversion
Notice with respect to any Eurodollar Loan at least three Business Days before
the last day of the then current Interest Period with respect thereto, such
Eurodollar Loan shall, on such last day, automatically convert to a Floating
Rate Loan); provided, however, that no portion of the outstanding principal
amount of any Loans may be continued as, or be converted into, a Eurodollar
Advance when any Default has occurred and is continuing.

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

3.8. Rate after Maturity. Except as provided in the next sentence,
any Advance not paid at maturity, whether by acceleration or otherwise, shall
bear interest until paid in full at a rate per annum equal to the Alternate
Base Rate plus 2%. In the case of a Eurodollar Advance the maturity of which
is accelerated, such Eurodollar Advance shall bear interest for the remainder
of the applicable Interest Period, at the higher of (i) the rate (including the
Eurodollar Spread) otherwise applicable to such Interest Period plus 2% per
annum or (ii) the Alternate Base Rate plus 2% per annum.

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

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

(b) Determination of Interest and Fees. Interest on any Advance or
portion thereof bearing interest at the Alternate Base Rate and facility fees
shall be calculated for actual days elapsed on the basis of a 365- or, if
applicable,

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

(c) 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 Company.

(d) 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, in any Note, acceptance
or other evidence of indebtedness or in any other Canadian Loan Document now or
hereafter taken by any Agent or any Canadian Lender for the obligations of the
Company under this Agreement, or any other instrument referred to herein, and
all interest and fees payable by the Company to the Canadian Lenders, shall
accrue from day to day, computed as described herein in accordance with the
"nominal rate" method of interest calculation.

(e) 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.

3.10. Notification of Advances, Interest Rates, Prepayments and
Commitment Reductions. Promptly after receipt thereof, the Canadian
Administrative Agent will notify each Canadian Lender of the contents of each
commitment reduction notice (pursuant to Section 4.5), Borrowing Notice,
Continuation/Conversion Notice, and repayment notice received by it hereunder.
The Canadian Administrative Agent will notify each Canadian Lender of the
Eurodollar Rate applicable to each Eurodollar Advance promptly upon
determination of such Eurodollar Rate and will give each Canadian Lender prompt
notice of each change in the Alternate Base Rate. The Global Administrative
Agent agrees to furnish timely information for the purpose of determining the
Eurodollar Rate.

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

ARTICLE IV

MANDATORY PAYMENTS; REDUCTIONS OF COMMITMENTS; ETC.

4.1. Mandatory Prepayments.

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

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

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

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

Notwithstanding that the Company shall have the period in which to make any
mandatory prepayment specified in this Section 4.1(a), (i) the Company shall
not be entitled to borrow Loans during such period except as provided under
Section 2.1(b) and (ii) the Company shall make all other prepayments and
payments required under or in connection with this Agreement; provided, that
for purposes of the foregoing provisions of this sentence the continuation of
any Floating Rate Loan or any Eurodollar Loan or the conversion of an
outstanding Eurodollar Loan into a Floating Rate Loan during such period shall
be deemed not to be the borrowing of a Loan; provided, however, that in the
case of a continuation of a Eurodollar Loan during a continuing Debt Limit
Excession, such continuation shall only be permitted for a period ending on or
prior to the date provided in this Section by which the Company is required to
make a mandatory prepayment because of a Debt Limit Excession.

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

4.2. Voluntary Prepayments. The Company may from time to time, at its
option, prepay outstanding Advances, upon three (3) Business Days' prior notice
to the Canadian Administrative Agent in the case of a Eurodollar Advance, or
upon one (1) Business Day's prior notice to the Canadian Administrative Agent
in the case of a Floating Rate Advance; provided that each such prepayment
shall be in a minimum aggregate amount of $5,000,000 or any integral multiple
of $1,000,000 in excess thereof without penalty or premium, except that if such
prepayment of a Eurodollar Loan occurs prior to a last day of any applicable
Interest Period, the Company shall also pay the amount specified in Section 6.3
at the time of such prepayment. Such prepayments shall be applied, at the
Company's option, against outstanding Loans and against installments or amounts
due on account thereof in such order of application as the Company shall
direct; provided, that if the Company fails to direct an order of application
at or prior to the time of such notice of prepayment, then such prepayments
shall be applied (i) first, ratably among the Canadian Lenders with respect to
any principal and interest due in connection with Loans and (ii) second, after
all amounts described in clause (i) have been satisfied, ratably to any other
Obligations then due; provided, further, that if, at the time of any such
prepayment, any Default shall have occurred and shall be continuing, then the
holders of the Obligations shall share such prepayment on a pro rata basis,
based on the respective amount of Obligations owing to each such holder
(whether or not matured and

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currently payable and whether consisting of principal, accrued interest, fees,
expenses, indemnities or other types of Obligations) as of the date of
occurrence of such Default.

4.3. Method of Payment. All payments of principal, interest, and fees
hereunder shall be made by 1:00 p.m. (Toronto time) on the date when due in
immediately available funds to the Canadian Administrative Agent at the
Canadian Administrative Agent's address specified pursuant to Article XVIII, or
at any other single Lending Installation of the Canadian Administrative Agent
specified not less than five (5) days prior to the date when due in writing by
the Canadian Administrative Agent to the Company and shall be applied (i)
first, ratably among the Canadian Lenders with respect to any principal and
interest due in connection with Loans and (ii) second, after all amounts
described in clause (i) have been satisfied, ratably to any other Obligations
then due; provided, however, that, if, at the time of any such payment, any
Default shall have occurred and shall be continuing, then the holders of the
Obligations shall share such payment on a pro rata basis, based on the
respective amount of Obligations owing to each such holder (whether or not
matured and currently payable and whether consisting of principal, accrued
interest, fees, expenses, indemnities or other types of Obligations) as of the
date of occurrence of such Default. As between the Company and any Canadian
Lender, the timely receipt of any payment by the Canadian Administrative Agent
from the Company for the account of such Canadian Lender shall constitute
receipt by such Canadian Lender. Each payment delivered to the Canadian
Administrative Agent for the account of any Canadian Lender shall be delivered
promptly by the Canadian Administrative Agent to such Canadian Lender in the
same type of funds which the Canadian Administrative Agent received at its
address specified pursuant to Article XVIII or at any Lending Installation
specified in a notice received by the Canadian Administrative Agent from such
Canadian Lender. Each of the Company and the Canadian Administrative Agent
shall be deemed to have complied with this Section 4.3 with respect to any
payment if it shall have initiated a wire transfer to the appropriate recipient
thereof and furnished such recipient with the identifying number of such wire
transfer.

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

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

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

ARTICLE V

[Intentionally Omitted].

ARTICLE VI

CHANGE IN CIRCUMSTANCES; TAXES

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

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

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

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

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

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

6.4. Lending Installations. Each Canadian Lender may book its Loans
at any Lending Installation selected by such Canadian Lender and may change its
Lending Installation from time to time. All terms of this Agreement shall
apply to any such Lending Installation and the Notes shall be deemed held by
each Canadian Lender for the benefit of such Lending Installation. Each
Canadian Lender may, by written or telex or facsimile notice to the Canadian
Administrative Agent and the Company, designate a Lending Installation through
which Loans will be made by it and for whose account Loan payments are to be
made. To the extent reasonably possible, each Canadian Lender shall designate
an alternate Lending Installation with respect to its Eurodollar Loans to
reduce any liability of the Company to such Canadian Lender under Sections 6.1,
6.5 and 6.6 or to avoid the unavailability of a Rate Option under Section 6.2,
so long as such designation is not disadvantageous to such Canadian Lender in
the sole opinion of such Canadian Lender.

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

6.6. Taxes. All payments by the Company or any Guarantor of principal
of, and interest on, the Loans and all other amounts payable hereunder and in
connection herewith shall be made free and clear of and without deduction for
any present or future income, excise, stamp or franchise taxes and other taxes,
fees, duties, withholdings or other charges of any nature whatsoever imposed by
any taxing authority, but excluding franchise taxes and taxes imposed on or
measured by any Agent's or any Canadian Lender's, as applicable, net income or
receipts (such non-excluded items being called "Taxes"). In the event that any
withholding or deduction from any payment to be made by the Company or any
Guarantor hereunder or under any Canadian Loan Document is required in respect
of any Taxes pursuant to any applicable law, rule or regulation, then the
Company will

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

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

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

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

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

6.7. Canadian Lender Statements; Survival of Indemnity; Substitution
of Canadian Lenders; Limitation on Claims by Canadian Lenders. Each Agent and
Canadian Lender shall deliver to the Company and the Canadian

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

6.8. [Intentionally Omitted].

6.9. Currency Conversion and Currency Indemnity.

(a) Payments in Agreed Currency. The Company or any Guarantor shall
make payment relative to any Obligation in the currency (the "Agreed Currency")
in which the Obligation was effected. If any payment is received on account of
any Obligation in any currency (the "Other Currency") other than the Agreed
Currency (whether voluntarily or pursuant to an order or judgment or the
enforcement thereof or the realization of any security or the liquidation of
the Company or any Guarantor or otherwise howsoever), such payment shall
constitute a discharge of the liability of the Company or such Guarantor
hereunder and under the other Canadian Loan Documents in respect of such
obligation only to the extent of the amount of the Agreed Currency which the
relevant Canadian 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 Business
Day next preceding the day on which judgment is given and in any event the
Company or a Guarantor shall be obligated to pay the Agents and the Canadian
Lenders any deficiency in accordance with Section 6.9(a). For the foregoing
purposes "rate of exchange" means the rate at which the relevant Canadian
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 Canadian
Lender or the Agent receives any payment or payments on account of the
liability of the Company or any Guarantor hereunder pursuant to any judgment or
order in any Other Currency, and (ii) the amount of the Agreed Currency which
the relevant Canadian Lender or Agent, as applicable, is able to purchase on
the Business Day next following such receipt with the proceeds of such

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payment or payments in accordance with its normal procedures and after
deducting any premiums and costs of exchange is less than the amount of the
Agreed Currency due in respect of such obligations immediately prior to such
judgment or order, then the Company or the Guarantor on demand shall, and the
Company or the Guarantor hereby agree to, indemnify and save the Canadian
Lenders and the Agents harmless from and against any loss, cost or expense
arising out of or in connection with such deficiency.

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

ARTICLE VII

CONDITIONS PRECEDENT

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

(i) Copies of the Articles of Incorporation of the Company,
together with all amendments, and certificates of good standing, all of
the foregoing certified by the appropriate governmental officer in its
jurisdiction of incorporation and, in the case of certificates of good
standing, in each jurisdiction in which its business is conducted.

(ii) Copies, certified by the Secretary or Assistant Secretary
of the Company of its by-laws and of its Board of Directors' resolutions
(and resolutions of other bodies, if any are deemed necessary by counsel
for the Global Administrative Agent and the Canadian Administrative
Agent) authorizing the execution, delivery and performance of the
Canadian Loan Documents.

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

(iv) Written opinions of the Company's counsel acceptable to
each of the Agents and the Arrangers, addressed to the Agents and the
Canadian Lenders, in substantially the form of Exhibit B hereto, with
such modifications, additions, alterations, exceptions, assumptions and
provisions as shall be acceptable to each of the Agents and the
Arrangers.

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

(vi) A certificate of an Authorized Officer of the Company,
satisfactory to each of the Agents and the Arrangers, regarding
insurance maintained by the Company.

(vii) The Parent Guaranty.

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(viii) The opinion of Burnet, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel
to the Canadian Administrative Agent, the Global Administrative Agent
and the Arrangers, addressed to the Agents and the Canadian Lenders,
substantially in the form of Exhibit F hereto.

(ix) The Global Effectiveness Notice.

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

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

(xii) Evidence that all Obligations of the Company and its
Subsidiaries under that certain Credit Agreement, dated as of May 17,
1995 (as amended, the "Existing Credit Agreement"), among the Company,
the various financial institutions as are or may become parties thereto
and Bank of Montreal, as Agent, shall have been (or shall simultaneously
be) repaid, and all commitments thereunder shall have been (or shall
simultaneously with the initial Loan be) cancelled; provided, however,
that the Company may be required to pay at a later date break funding or
similar loses or costs required pursuant to the Existing Credit
Agreement by reason of repayment of advances thereunder prior to
maturity thereof.

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

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

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

(a) There exists no Default or Unmatured Default.

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

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

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

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

Each Borrowing Notice and Continuation/Conversion Notice with respect to
each Advance shall constitute a representation and warranty by the Company that
the conditions contained in Sections 7.2(a), (b), (c) and (d) have been
satisfied and, that after giving effect to such Advance and the assignment or
application of the proceeds thereof, the sum

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of the aggregate outstanding principal amount of all Borrowing Base Debt will
not exceed the Global Borrowing Base except as permitted in Section 2.1(b).

ARTICLE VIII

REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

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

8.6. Taxes. The Company and the Subsidiaries have filed all federal
and provincial tax returns and all other tax returns which are required to be
filed and have paid all taxes due pursuant to said returns or pursuant to any
assessment received by the Company or any Subsidiary, except such taxes, if
any, as are being contested in good faith and as to which adequate reserves
have been provided. The income tax returns of the Company and the Subsidiaries
have

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been audited by either Revenue Canada-Taxation or the Internal Revenue Service
or, if no audit was performed, the statute of limitations permitting such an
audit has run, through the fiscal year ended December 31, 1988. No tax liens
have been filed and no claims are being asserted with respect to any such
taxes. The charges, accruals and reserves on the books of the Company and the
Subsidiaries in respect of any taxes or other governmental charges are
adequate.

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

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

8.9. Unfunded Pension Liabilities. The unfunded pension or similar
liabilities of the Company and its Subsidiaries do not in the aggregate exceed
$7,000,000.

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

8.11. [Intentionally Omitted].

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

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

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

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

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8.16. Public Utility Holding Company Act. Neither the Company nor any
Subsidiary is a "holding company" or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding
Company Act of 1935, as amended.

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

8.18. Solvency. As of the Global Effective Date, (i) the Company is
Solvent, (ii) the Company and its Consolidated Subsidiaries of the Company on a
consolidated basis are Solvent, and (iii) each Guarantor and its Consolidated
Subsidiaries on a consolidated basis are Solvent.

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

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

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

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

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

(iii) Governmental or court orders, including, without
limitation, stop, clean up or preventative orders, directions or
action requests which have been received by the Borrower or any
Subsidiary or of which the Borrower or any Subsidiary is
otherwise aware, relating to environmental matters requiring any
work, repair, remediation, clean up, construction or capital
expenditures that have or could reasonably be expected to have, a
Material Adverse Effect;

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

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

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

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

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

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

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

ARTICLE IX

AFFIRMATIVE COVENANTS

During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:

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

(a) As soon as available and in any event within 90 days after
the close of each of its fiscal years, a copy of the report for such
year and accompanying financial statements, including balance sheets as
of the end of such period, related profit and loss and reconciliation of
surplus statements, and a statement of cash flows, all prepared in
accordance with generally accepted accounting principles and signed by
an Authorized Officer of the Company, such signature deemed to be a
certification (i) such financial statements present fairly in accordance
with generally accepted accounting principles the financial position of
the Company and its Consolidated Subsidiaries and (ii) no Default,
Unmatured Default or Debt Limit Excession has occurred and is
continuing.

(b) As soon as available and in any event within 45 days after
the close of the first three quarterly periods of each of its fiscal
years, for the Company and its Consolidated Subsidiaries, consolidated
unaudited balance sheets as at the close of each such period and
consolidated profit and loss and reconciliation of surplus statements
and a statement of cash flows for the period from the beginning of such
fiscal year to the

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

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

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

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

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

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

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

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

(j) At the request of the Global Administrative Agent, the
Canadian Administrative Agent, either Arranger, or the Required Lenders
promptly after June 30 of each calendar year, commencing June 30, 1997,
and in any event no later than September 15 of such calendar year, an
update of the budget described in clause (i) of this Section 9.1 in form
and substance satisfactory to the Global Administrative Agent and signed
by an Authorized Officer of the Parent.

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

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

9.2. Use of Proceeds. The Company will, and will cause each
Subsidiary to, use the proceeds of the Loans (i) to refinance existing
Indebtedness of the Company and the Subsidiaries or (ii) for the Company's and
the Subsidiaries' general corporate purposes.

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

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

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

9.6. Insurance. The Company and its Subsidiaries will maintain, with
financially sound and reputable insurers, insurance with respect to their
respective properties and business against such liabilities, casualties, risks
and contingencies and in such types and amounts as customary in the case of
corporations engaged in the same or similar businesses and similarly situated.
Upon the request of the Global Administrative Agent or the Canadian
Administrative Agent, the Company will furnish or cause to be furnished to the
Global Administrative Agent and the Canadian Administrative Agent from time to
time a summary of the insurance coverage of the Company and its Subsidiaries in
form and substance satisfactory to the Required Lenders in their reasonable
judgment, and, if requested, will furnish the Global Administrative Agent and
the Canadian Administrative Agent copies of the applicable policies. In the
case of any fire, accident or other casualty causing loss or damage to any
property of the Company or any of its Subsidiaries, the proceeds of such
policies will be used (i) to repair or replace the damaged property or (ii) to
prepay the Obligations, at the election of the Company.

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

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

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

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

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

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

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

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

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

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

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ARTICLE X

FINANCIAL COVENANTS

The Company covenants with the Agents and Canadian Lenders that:

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

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

ARTICLE XI

NEGATIVE COVENANTS

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

(a) Borrowing Base Debt;

(b) Excluded Principal Debt;

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

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

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

(f) Indebtedness of the type referred to in clause (vii) of
the definition of Indebtedness in a maximum aggregate amount not in
excess of $50,000,000; provided such Indebtedness is otherwise permitted
pursuant to Section 11.11;

(g) Indebtedness of the type referred to in clause (viii) of
the definition of Indebtedness in a maximum aggregate amount not in
excess of $50,000,000;

(h) [Intentionally Omitted];

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

(j) Additional Indebtedness of the Company not included in the
foregoing clauses (a) through (i) in an aggregate principal amount not
exceeding $5,000,000.

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

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

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

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

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

(ii) Sales of Properties (other than Hydrocarbon inventory and
severed oil and gas in the ordinary course of business) and Sales of any
Borrowing Base Subsidiary which have an aggregate fair market value (or,
with respect to the Sale of a Borrowing Base Subsidiary, the amount
allocated to such Sale pursuant to Section 2.3(f) of the U.S. Credit
Agreement) not in excess of $50,000,000 for all such Sales permitted
pursuant to this clause (ii) during any period occurring between
successive dates of determination of the Global Borrowing Base pursuant
to Section 2.3 of the U.S. Credit Agreement.

(iii) Sales of Properties (other than sales of Hydrocarbon
inventory and severed oil and gas in the ordinary course of business)
and Sales of Borrowing Base Subsidiaries designated pursuant to this
Section 11.3(iii) by notice of the Parent and the Company to the Global
Administrative Agent and the Canadian Administrative Agent which have an
aggregate fair market value (or, with respect to the Sale of a Borrowing
Base Subsidiary, the amount allocated to such Sale pursuant to Section
2.3(f) of the U.S. Credit Agreement) not in excess of $50,000,000 for
all such Sales during any period occurring between successive dates of
determination of the Global Borrowing Base pursuant to Section 2.3 of
the U.S. Credit Agreement; provided, however, that concurrently with any
such Sale the Global Borrowing Base shall be reduced pursuant to Section
2.3(f) of the U.S. Credit Agreement, and the Company shall make any
mandatory prepayment required pursuant to Section 4.1(a)(iii) hereof.

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

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

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

11.4. Guaranteed Obligations. The Company will not, nor will it permit
any Borrowing Base Subsidiary to, make or suffer to exist any Guaranteed
Obligation (including, without limitation, any Guaranteed Obligation with
respect to the obligations of a Non-Borrowing Base Subsidiary) in an aggregate
amount for all such Persons and Guaranteed Obligations (considering Guaranteed
Obligations for all such Persons without duplication) as of any date of
determination in excess of $100,000,000, except by endorsement of instruments
for deposit or collection in the ordinary course of business; provided,
however, that any obligation which is a Guaranteed Obligation of the Company or
one or more of its Borrowing Base Subsidiaries for purposes of this Agreement
shall not be Indebtedness of such Person for purposes hereof; and provided,
further, that the term "Guaranteed Obligation" shall not include any obligation
of any Person which constitutes Indebtedness of the Company or any of its
Borrowing Base Subsidiaries.

11.5. Liens. The Company will not, nor will it permit any Borrowing
Base Subsidiary to, create, incur, or suffer to exist any Lien in, of or on (i)
any of the Company's and the Borrowing Base Subsidiaries' consolidated assets,
revenues and properties securing an amount greater than $10,000,000 in the
aggregate for all such Liens or (ii) any of the Properties, except in either
case:

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

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

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

(d) Utility easements, building restrictions and such other
encumbrances or charges against real property as are of a nature
generally existing with respect to properties of a similar character and
which do not in any material way affect the marketability of the same or
interfere with the use thereof in the business of the Company or the
Subsidiaries, as the case may be.

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

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

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

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

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

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

(k) 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.

(l) 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 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).

(m) 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 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).

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

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

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

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

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

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

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

provided, however, that the amount paid by the Company to consummate all
Acquisitions of the type described in clause (iii) shall not exceed $15,000,000
in the aggregate. For purposes of this Section 11.9, the merger of the Company
or any Borrowing Base Subsidiary as permitted under Section 11.2 shall be
deemed to be an Acquisition not involving "margin stock."

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

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

(b) Cash Equivalent Investments;

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

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

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

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

(g) Other Investments in an aggregate amount not to exceed
$30,000,000 during any calendar year;

provided, however, that

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

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

11.11. Hedging Contracts. The Company will not and will not permit any
of its Borrowing Base Subsidiaries to enter into or become obligated under any
contract for sale for future delivery of oil or gas from the Properties located
in Canada, whether or not the subject oil or gas is to be delivered, hedging
contract, forward contract,

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commodity swap agreement, futures contract or other similar agreement except
for such contracts which in the aggregate do not cover at any time a volume of
oil or gas, as the case may be, equal to more than 75% of the projected
production of oil or gas, as the case may be, from the Properties located in
Canada for the term covered by such contracts.

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

ARTICLE XII

DEFAULTS

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

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

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

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

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

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

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

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

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

12.9. Condemnation. Any court, government or governmental agency shall
condemn, seize or otherwise appropriate, or take custody or control of all or
any portion of the Properties with a fair market value in excess of $50,000,000
in the aggregate for all such Properties.

12.10. Judgments. The Company or any Subsidiary shall fail within 45
days to pay, bond or otherwise discharge any uninsured portion of any judgment
or order for the payment of money in excess of $10,000,000 in the aggregate for
all such judgments and orders, which is not stayed on appeal or is not
otherwise being appropriately contested in good faith; provided, however, that
if any of the foregoing shall occur with respect to any Non-Borrowing Base
Subsidiary, it shall not constitute a Default hereunder unless it results in a
Material Adverse Effect.

12.11. [Intentionally Omitted].

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

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

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

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ARTICLE XIII

ACCELERATION, WAIVERS, AMENDMENTS, REMEDIES; RELEASES

13.1. Acceleration. If any Default described in Section 12.7 or 12.8
occurs with respect to the Company, (a) the obligations of the Canadian Lenders
to make Loans hereunder shall automatically terminate, (b) the Commitments of
each of the Canadian Lenders shall terminate and the Obligations shall
immediately become due and payable without any election or action on the part
of any Agent or any Canadian Lender and without presentment, demand, protest or
notice of any kind, including, without limitation, notice of acceleration or
notice of intent to accelerate, all of which the Company and each Guarantor
each hereby expressly waives, and (c) the Agents and the Canadian Lenders and
each of them shall be able to exercise any rights available to it or them under
the Canadian Loan Documents, or by law. If any other Default occurs, (x) the
Required Lenders may terminate or suspend the obligations of the Canadian
Lenders to make Loans hereunder, or reduce the Commitment of each of the
Canadian Lenders to zero and declare the Obligations to be due and payable, or
both, whereupon the Obligations shall become immediately due and payable,
without presentment, demand, protest or notice of any kind, including without
notice of acceleration or notice of intent to accelerate, all of which the
Company and each Guarantor each hereby expressly waives, and (y) the Agents and
the Canadian Lenders and each of them shall be able to exercise any rights
available to it or them under the Canadian Loan Documents, the Parent Guaranty,
any Guaranty or by law. The Canadian Administrative Agent hereby agrees, at
the written direction of the Required Lenders, subject to the provisions of
Article XV, to exercise any of the foregoing rights available to it.

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

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

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

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

(d) Amend this Section 13.2.

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

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

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be valid unless in writing signed by the Canadian Lenders and the Agents
required pursuant to Section 13.2, and then only to the extent specifically set
forth in such writing.

ARTICLE XIV

GENERAL PROVISIONS

14.1. [Intentionally Omitted].

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

14.3. Taxes. Any taxes (excluding income taxes) or other similar
assessments or charges payable or ruled payable by any governmental authority
in respect of the Canadian Loan Documents shall be paid by the Company,
together with interest and penalties, if any.

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

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

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

14.7. Reimbursement of Costs and Expenses; Indemnification.

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

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

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

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

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

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

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

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

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

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

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

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

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

14.10. Nonliability of Canadian Lenders. The relationship between the
Company on the one hand and the Canadian Lenders and the Agents on the other
hand shall be solely that of borrower and lender. None of the Agents nor any
Canadian Lender shall have any fiduciary responsibilities to the Company or any
of its Subsidiaries or Affiliates. None of the Agents nor any Canadian Lender
undertakes any responsibility to the Company or any of its Subsidiaries or

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Affiliates to review or inform the Company of any matter in connection with any
phase of the Company's or such Subsidiary's or Affiliate's business or
operations.

14.11. CHOICE OF LAW. THE CANADIAN 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.

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

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

ARTICLE XV

THE AGENTS, THE ARRANGERS AND THE ENGINEERING BANKS

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

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

15.3. General Immunity. No Agent nor any of its respective directors,
officers, agents or employees shall be liable to any Canadian Lender or any of
the other Agents for any action taken or omitted to be taken by it or them
hereunder or under any other Canadian Loan Document or in connection herewith
or therewith except for its or their own gross negligence or wilful misconduct
as established by final order of a court of competent jurisdiction.

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

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

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

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

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

15.9. Rights as a Canadian Lender. With respect to its Commitments,
Loans made by it and the Notes issued to it, each Agent shall have the same
rights and powers hereunder and under each other Canadian Loan Document as any
Canadian Lender and may exercise the same as though it did not hold such role,
and the term "Canadian Lender"

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53
or "Canadian Lenders" shall, unless the context otherwise indicates, include
each of them in its individual capacity. In addition to, and not by way of
limitation of the rights set forth in Section 15.2 and this Section 15.9, each
Agent may accept deposits from, lend money to, and generally engage in any kind
of banking or trust business with the Company or any Subsidiary or any other
Affiliate of the Company as if it did not hold such role.

15.10. Canadian Lender Credit Decision. Each Canadian Lender
acknowledges that it has, independently and without reliance upon any Agent or
any other Canadian Lender and based on the financial statements prepared by the
Parent and such other documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement and the
other Canadian Loan Documents. Each Canadian Lender also acknowledges that it
will, independently and without reliance upon any Agent or any other Canadian
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement and the other Canadian Loan Documents.

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

ARTICLE XVI

SETOFF; RATABLE PAYMENTS

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

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

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ARTICLE XVII

BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

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

17.2. Participations.

(a) Any Canadian Lender, in the ordinary course of its business and
in accordance with applicable law, at any time may sell to one or more banks or
other entities organized under the laws of and resident in Canada for purposes
of the Income Tax Act (Canada) ("Participants") participating interests in any
Loan owing to such Canadian Lender, any Note held by such Canadian Lender, any
Commitment of such Canadian Lender or any other interest of such Canadian
Lender under the Canadian Loan Documents. In the event of any such sale by a
Canadian Lender of participating interests to a Participant, such Canadian
Lender's Obligations under the Canadian Loan Documents shall remain unchanged,
such Canadian Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, such Canadian Lender shall
remain the holder of any such Note or Obligation for all purposes under the
Canadian Loan Documents, and the Company and the Agents shall continue to deal
solely and directly with such Canadian Lender in connection with such Canadian
Lender's rights and obligations under the Canadian Loan Documents.

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

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

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17.3. Assignments.

(a) Any Canadian Lender may, in the ordinary course of its business
and in accordance with applicable law, at any time assign to one or more banks
or other entities which are organized under the laws of and are residents in
Canada for purposes of the Income Tax Act (Canada) ("Purchasers") all or any
part of its rights and obligations under the Canadian Loan Documents subject to
a minimum of $5,000,000 or such lesser amount as may be agreed to by the
Company; provided that with respect to any Purchaser which is not an Affiliate
of such assigning Canadian Lender, such assignment shall require the consent of
the Company, which consent of the Company shall not be unreasonably withheld or
delayed. Such assignment shall be substantially in the form of Exhibit D
hereto. The consent of the Canadian Administrative Agent shall also be
required prior to an assignment becoming effective with respect to a Purchaser
which is not organized under the laws of and resident in Canada for purposes of
the Income Tax Act (Canada). All such consents shall be substantially in the
form attached as Exhibits "D-II" or "D-III" to Exhibit D hereto and shall not
be unreasonably withheld.

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

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

ARTICLE XVIII

NOTICES

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

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

ARTICLE XIX

COUNTERPARTS

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

ARTICLE XX

NO ORAL AGREEMENTS

THIS WRITTEN AGREEMENT, THE NOTES, AND THE OTHER CANADIAN 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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57
IN WITNESS WHEREOF, the Company, the Canadian Lenders and the Agents
have executed this Agreement as of the date first above written.

APACHE CANADA LTD.

By: /s/ APACHE CANADA LTD.
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Treasurer

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

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

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

with a copy to:

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

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

[SIGNATURE PAGE TO CANADIAN CREDIT AGREEMENT]

S - 1
58

FIRST CHICAGO CAPITAL MARKETS, INC.,
as Arranger

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

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

Attention: ▇▇. ▇▇▇▇▇▇ ▇. Both

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

[SIGNATURE PAGE TO CANADIAN CREDIT AGREEMENT]

S - 2
59

CHASE SECURITIES INC., as Arranger

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

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

Attention: ▇▇▇▇ ▇▇▇▇▇▇▇

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

[SIGNATURE PAGE TO CANADIAN CREDIT AGREEMENT]

S - 3
60

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

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

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

Attention: W. ▇▇▇▇▇▇ ▇▇▇▇▇, III,
Petroleum and Mining Division
Suite 0363

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

with a copy to:

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

Attention: ▇▇. ▇▇▇▇▇▇ ▇. Both

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

[SIGNATURE PAGE TO CANADIAN CREDIT AGREEMENT]

S - 4
61

BANK OF MONTREAL, as Canadian
Administrative Agent

By: /s/ BANK OF MONTREAL
--------------------------------------
Name:
Title:

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

Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

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

[SIGNATURE PAGE TO CANADIAN CREDIT AGREEMENT]

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THE CHASE MANHATTAN BANK, as Engineering
Bank

By: /s/ THE CHASE MANHATTAN BANK
----------------------------------------
Name:
Title:

Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ Portfolio, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇

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

with a copy to:

▇▇▇▇ ▇▇▇▇▇▇▇
The Chase Manhattan Bank
▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

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

[SIGNATURE PAGE TO CANADIAN CREDIT AGREEMENT]

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Commitments BANK OF MONTREAL, as a Canadian Lender
-----------

$25,000,000
By: /s/ BANK OF MONTREAL
--------------------------------------
Name:
Title:

Address: 24th Floor FCC
▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇

Attention: ▇▇▇▇ ▇▇▇▇▇▇▇

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

with a copy to:

▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

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

[SIGNATURE PAGE TO CANADIAN CREDIT AGREEMENT]

S - 7
64

$20,000,000 FIRST CHICAGO NBD BANK, CANADA,
as a Canadian Lender

By: /s/ FIRST CHICAGO NBD BANK, CANADA
--------------------------------------
Name:
Title:

Address: BCE Place, P.O. Box 613
▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇

Attention: ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇

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

with a copy to:

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

Attention: ▇▇. ▇▇▇▇▇▇ ▇. Both

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

[SIGNATURE PAGE TO CANADIAN CREDIT AGREEMENT]

S - 8
65

$20,000,000 THE CHASE MANHATTAN BANK OF CANADA, as a
Canadian Lender

By: /s/ THE CHASE MANHATTAN BANK OF CANADA
----------------------------------------
Name:
Title:

Address: ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇
Box 106
Toronto, Ontario
Canada M5X 1A4

Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

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

with a copy to:

▇▇▇▇ ▇▇▇▇▇▇▇
The Chase Manhattan Bank
▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

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

[SIGNATURE PAGE TO CANADIAN CREDIT AGREEMENT]

S - 9
66

$20,000,000 ROYAL BANK OF CANADA, as a Canadian Lender

By: /s/ ROYAL BANK OF CANADA
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Account Manager

Address: 11th Floor, ▇▇▇ - ▇ ▇▇▇. ▇.▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇

Attention: G.W.D. (▇▇▇▇) ▇▇▇▇
Senior Account Manager

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

with a copy to:

Ms. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Royal Bank of Canada
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
U.S.A.

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

[SIGNATURE PAGE TO CANADIAN CREDIT AGREEMENT]

S - 10
67

$20,000,000 CANADIAN IMPERIAL BANK OF COMMERCE, as a
Canadian Lender

By: /s/ CANADIAN IMPERIAL BANK OF COMMERCE
----------------------------------------
Name:
Title:

Address: Two Paces West
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: Credit Operations

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

With a copy to:

▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

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

[SIGNATURE PAGE TO CANADIAN CREDIT AGREEMENT]

S - 11
68

$20,000,000 THE BANK OF NOVA SCOTIA, as a
Canadian Lender

By: /s/ THE BANK OF NOVA SCOTIA
----------------------------------------
Name:
Title:

Address:
--------------------------------

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

Attention:
--------------------------------

Telephone:
--------------------------------
Facsimile:
--------------------------------

With a copy to:

The Bank of Nova Scotia
Houston Representative ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

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

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

AGGREGATE
COMMITMENT

[SIGNATURE PAGE TO CANADIAN CREDIT AGREEMENT]

S - 12

1 EXHIBIT 10.2 [CANADIAN CREDIT AGREEMENT] CREDIT AGREEMENT dated as of October 31, 1996

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