1 EXHIBIT 10.1 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 31, 1996

1
EXHIBIT 10.1

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FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

dated as of October 31, 1996

among

APACHE CORPORATION,

and

THE U.S. LENDERS NAMED HEREIN,

and

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

and

THE CHASE MANHATTAN BANK,
as Co-Agent,

and

FIRST CHICAGO CAPITAL MARKETS, INC.,
as Arranger,

and

CHASE SECURITIES INC.,
as Arranger

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2
TABLE OF CONTENTS

PAGE

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

ARTICLE I DEFINITIONS AND TERMS OF CONSTRUCTION . . . . . . . . . . . 2
1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . 2
1.2. Use of Defined Terms . . . . . . . . . . . . . . . . . . . . 20
1.3. Cross References . . . . . . . . . . . . . . . . . . . . . . 20
1.4. Accounting and Financial Determination . . . . . . . . . . . 20
1.5. Currency References . . . . . . . . . . . . . . . . . . . . 20

ARTICLE II THE FACILITY . . . . . . . . . . . . . . . . . . . . . . . . 20
2.1. The Facility . . . . . . . . . . . . . . . . . . . . . . . . 20
(a) Description of Facility . . . . . . . . . . . . . . . 20
(b) Facility Amount . . . . . . . . . . . . . . . . . . . 21
(c) All Loans . . . . . . . . . . . . . . . . . . . . . . 21
(d) Revolving Advances . . . . . . . . . . . . . . . . . 21
(e) Competitive Bid Loans . . . . . . . . . . . . . . . . 21
2.2. Extension of Termination Date and of Aggregate Commitment . 22
2.3. Global Borrowing Base . . . . . . . . . . . . . . . . . . . 23
(a) Initial Global Borrowing Base; Scheduled Semi-
Annual and Discretionary Determinations of the
Global Borrowing Base; Procedures for Determination
of the Global Borrowing Base . . . . . . . . . . . . 23
(b) Determination of Global Borrowing Base at Request
of Company . . . . . . . . . . . . . . . . . . . . . 24
(c) Criteria for Determination of the Global Borrowing
Base . . . . . . . . . . . . . . . . . . . . . . . . 24
(d) Redeterminations of Global Borrowing Base Upon
Material Adverse Effect . . . . . . . . . . . . . . . 24
(e) Redetermination of Global Borrowing Base Upon
Material Changes . . . . . . . . . . . . . . . . . . 24
(f) Reduction of Global Borrowing Base Upon Sales of
Certain Properties . . . . . . . . . . . . . . . . . 25
(g) Title Warranty . . . . . . . . . . . . . . . . . . . 25
2.4. Facility Fee; Other Fees . . . . . . . . . . . . . . . . . . 25
(a) Facility Fee . . . . . . . . . . . . . . . . . . . . 25
(b) Agents' Fees . . . . . . . . . . . . . . . . . . . . 26

ARTICLE III BORROWING; SELECTING RATE OPTIONS; ETC. . . . . . . . . . . 26
3.1. Method of Borrowing . . . . . . . . . . . . . . . . . . . . 26
(a) Revolving Loans . . . . . . . . . . . . . . . . . . . 26
(b) Competitive Bid Loans . . . . . . . . . . . . . . . . 26
3.2. Maximum Interest . . . . . . . . . . . . . . . . . . . . . . 26
3.3. Method of Selecting Rate Options and Interest Periods for
Revolving Loans . . . . . . . . . . . . . . . . . . . . . . 27
3.4. Competitive Bid Loans . . . . . . . . . . . . . . . . . . . 28
(a) Competitive Bid Quote Request . . . . . . . . . . . . 28
(b) Invitation for Competitive Bid Quotes . . . . . . . . 28
(c) Submission and Contents of Competitive Bid Quotes . . 28
(d) Notice to Company . . . . . . . . . . . . . . . . . . 29
(e) Acceptance and Notice by Company . . . . . . . . . . 30
(f) Allocation by Global Administrative Agent . . . . . . 30
3.5. Minimum Amount of Each Advance . . . . . . . . . . . . . . . 30
3.6. Continuation and Conversion Elections . . . . . . . . . . . 30
3.7. Telephonic Notices . . . . . . . . . . . . . . . . . . . . . 31

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3.8. Rate after Maturity . . . . . . . . . . . . . . . . . . . . 31
3.9. Interest Payment Dates; Determination of Interest and Fees . 31
(a) Interest Payment Dates . . . . . . . . . . . . . . . 31
(b) Determination of Interest and Fees . . . . . . . . . 31
3.10. Notification of Advances, Interest Rates, Prepayments and
Commitment Reductions . . . . . . . . . . . . . . . . . . . 32
3.11. Non-Receipt of Funds by the Global Administrative Agent . . 32

ARTICLE IV MANDATORY PAYMENTS; REDUCTIONS OF COMMITMENTS; ETC. . . . . 32
4.1. Mandatory Prepayments . . . . . . . . . . . . . . . . . . . 32
(a) Mandatory Prepayments . . . . . . . . . . . . . . . . 32
(b) Application of Mandatory Prepayments . . . . . . . . 33
4.2. Voluntary Prepayments . . . . . . . . . . . . . . . . . . . 33
4.3. Method of Payment . . . . . . . . . . . . . . . . . . . . . 33
4.4. Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
4.5. Voluntary Reductions of Commitments. . . . . . . . . . . . 34
4.6. Voluntary and Mandatory Prepayments . . . . . . . . . . . . 34

ARTICLE V [Intentionally Omitted.] . . . . . . . . . . . . . . . . . . 34

ARTICLE VI CHANGE IN CIRCUMSTANCES; TAXES . . . . . . . . . . . . . . . 34
6.1. Yield Protection . . . . . . . . . . . . . . . . . . . . . . 34
6.2. Availability of Rate Options . . . . . . . . . . . . . . . . 35
6.3. Funding Indemnification . . . . . . . . . . . . . . . . . . 35
6.4. Lending Installations . . . . . . . . . . . . . . . . . . . 35
6.5. Increased Capital Costs . . . . . . . . . . . . . . . . . . 35
6.6. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
6.7. U.S. Lender Statements; Survival of Indemnity;
Substitution of U.S. Lenders; Limitation on Claims by U.S.
Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . 36
6.8. Withholding Tax Exemption . . . . . . . . . . . . . . . . . 37
6.9. Currency Conversion and Currency Indemnity . . . . . . . . . 37
(a) Payments in Agreed Currency. . . . . . . . . . . . . 37
(b) Conversion of Agreed Currency into Judgment
Currency. . . . . . . . . . . . . . . . . . . . . . . 37
(c) Circumstances Giving Rise to Indemnity. . . . . . . . 38
(d) Indemnity Separate Obligation. . . . . . . . . . . . 38

ARTICLE VII CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . 38
7.1. Conditions of Effectiveness . . . . . . . . . . . . . . . . 38
7.2. Each Advance . . . . . . . . . . . . . . . . . . . . . . . . 39

ARTICLE VIII REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . 40
8.1. Corporate Existence and Standing . . . . . . . . . . . . . . 40
8.2. Authorization and Validity . . . . . . . . . . . . . . . . . 40
8.3. No Conflict; Government Consent . . . . . . . . . . . . . . 40
8.4. Financial Statements . . . . . . . . . . . . . . . . . . . . 40
8.5. Material Adverse Change . . . . . . . . . . . . . . . . . . 41
8.6. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

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8.7. Litigation and Guaranteed Obligations . . . . . . . . . . . 41
8.8. Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . 41
8.9. ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
8.10. Accuracy of Information . . . . . . . . . . . . . . . . . . 41
8.11. Regulation-U . . . . . . . . . . . . . . . . . . . . . . . . 41
8.12. Material Agreements . . . . . . . . . . . . . . . . . . . . 41
8.13. Compliance With Laws . . . . . . . . . . . . . . . . . . . . 41
8.14. Title to Properties . . . . . . . . . . . . . . . . . . . . 42
8.15. Investment Company Act . . . . . . . . . . . . . . . . . . . 42
8.16. Public Utility Holding Company Act . . . . . . . . . . . . . 42
8.17. Post-Retirement Benefits . . . . . . . . . . . . . . . . . . 42
8.18. Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . 42
8.19. Environmental Warranties . . . . . . . . . . . . . . . . . . 42

ARTICLE IX AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . 43
9.1. Financial Reporting . . . . . . . . . . . . . . . . . . . . 43
9.2. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . 45
9.3. Notice of Default, Unmatured Default, Litigation and
Material Adverse Effect . . . . . . . . . . . . . . . . . . 45
9.4. Conduct of Business . . . . . . . . . . . . . . . . . . . . 45
9.5. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
9.6. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . 45
9.7. Compliance with Laws . . . . . . . . . . . . . . . . . . . . 45
9.8. Maintenance of Properties . . . . . . . . . . . . . . . . . 45
9.9. Inspection . . . . . . . . . . . . . . . . . . . . . . . . . 45
9.10. Operation of Properties . . . . . . . . . . . . . . . . . . 46
9.11. Delivery of Guaranties . . . . . . . . . . . . . . . . . . . 46
9.12. Environmental Covenant . . . . . . . . . . . . . . . . . . . 46
9.13. Further Assurances . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE X FINANCIAL COVENANTS . . . . . . . . . . . . . . . . . . . . 46
10.1. Consolidated Tangible Net Worth . . . . . . . . . . . . . . 46
10.2. Ratio of EBITDDA to Consolidated Interest . . . . . . . . . 47

ARTICLE XI NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . 47
11.1. Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . 47
11.2. Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
11.3. Sales of Properties or Borrowing Base Subsidiaries . . . . . 48
11.4. Guaranteed Obligations . . . . . . . . . . . . . . . . . . . 49
11.5. Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
11.6. Restricted Payments, etc . . . . . . . . . . . . . . . . . . 50
11.7. Transactions with Affiliates . . . . . . . . . . . . . . . . 50
11.8. Negative Pledges, etc . . . . . . . . . . . . . . . . . . . 51
11.9. Regulation U Acquisitions . . . . . . . . . . . . . . . . . 51
11.10. Investments . . . . . . . . . . . . . . . . . . . . . . . . 51
11.11. Hedging Contracts . . . . . . . . . . . . . . . . . . . . . 52
11.12. Approval of Consents . . . . . . . . . . . . . . . . . . . . 52

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ARTICLE XII DEFAULTS . . . . . . . . . . . . . . . . . . . . . . . . . . 52
12.1. Breach of Warranties and Misleading Statements . . . . . . . 52
12.2. Nonpayment of Notes, Fees and other Obligations . . . . . . 52
12.3. Breach of Certain Covenants . . . . . . . . . . . . . . . . 52
12.4. Default Under Australian Loan Documents or Canadian Loan
Documents. . . . . . . . . . . . . . . . . . . . . . . . . . 53
12.5. Non-Compliance with this Agreement . . . . . . . . . . . . . 53
12.6. Cross-Defaults . . . . . . . . . . . . . . . . . . . . . . . 53
12.7. Voluntary Dissolution and Insolvency Proceedings and
Actions . . . . . . . . . . . . . . . . . . . . . . . . . . 53
12.8. Involuntary Insolvency Proceedings or Dissolution . . . . . 53
12.9. Condemnation . . . . . . . . . . . . . . . . . . . . . . . . 53
12.10. Judgments . . . . . . . . . . . . . . . . . . . . . . . . . 53
12.11. Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
12.12. Other Defaults Under U.S. Loan Documents . . . . . . . . . . 54
12.13. Failure of U.S. Loan Documents . . . . . . . . . . . . . . . 54
12.14. Change in Control . . . . . . . . . . . . . . . . . . . . . 54

ARTICLE XIII ACCELERATION, WAIVERS, AMENDMENTS, REMEDIES; RELEASES . . . 54
13.1. Acceleration . . . . . . . . . . . . . . . . . . . . . . . . 54
13.2. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . 54
13.3. Preservation of Rights . . . . . . . . . . . . . . . . . . . 55

ARTICLE XIV GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . 55
14.1. Survival of Representations . . . . . . . . . . . . . . . . 55
14.2. Governmental Regulation . . . . . . . . . . . . . . . . . . 55
14.3. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
14.4. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . 55
14.5. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . 55
14.6. Several Obligations . . . . . . . . . . . . . . . . . . . . 55
14.7. Reimbursement of Costs and Expenses; Indemnification . . . . 56
(a) Reimbursement of Costs and Expenses . . . . . . . . . 56
(b) Indemnification . . . . . . . . . . . . . . . . . . . 56
14.8. Numbers of Documents . . . . . . . . . . . . . . . . . . . . 57
14.9. Severability of Provisions . . . . . . . . . . . . . . . . . 57
14.10. Nonliability of U.S. Lenders . . . . . . . . . . . . . . . . 57
14.11. CHOICE OF LAW . . . . . . . . . . . . . . . . . . . . . . . 57
14.12. CONSENT TO JURISDICTION . . . . . . . . . . . . . . . . . . 57
14.13. Confidentiality . . . . . . . . . . . . . . . . . . . . . . 58

ARTICLE XV THE AGENTS, THE ARRANGERS AND THE ENGINEERING BANKS . . . . 58
15.1. Appointment of Agents . . . . . . . . . . . . . . . . . . . 58
15.2. Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
15.3. General Immunity . . . . . . . . . . . . . . . . . . . . . . 58
15.4. No Responsibility for Loans, Recitals, etc . . . . . . . . . 58
15.5. Action on Instructions of U.S. Lenders . . . . . . . . . . . 58
15.6. Employment of Agents and Counsel . . . . . . . . . . . . . . 58
15.7. Reliance on Documents; Counsel . . . . . . . . . . . . . . . 59
15.8. Reimbursement and Indemnification . . . . . . . . . . . . . 59

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15.9. Rights as a U.S. Lender . . . . . . . . . . . . . . . . . . 59
15.10. U.S. Lender Credit Decision . . . . . . . . . . . . . . . . 59
15.11. Certain Successor Agents . . . . . . . . . . . . . . . . . . 59

ARTICLE XVI SETOFF; RATABLE PAYMENTS . . . . . . . . . . . . . . . . . . 60
16.1. Setoff . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
16.2. Ratable Payments . . . . . . . . . . . . . . . . . . . . . . 60

ARTICLE XVII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS . . . . . 60
17.1. Successors and Assigns . . . . . . . . . . . . . . . . . . . 60
17.2. Participations . . . . . . . . . . . . . . . . . . . . . . . 60
17.3. Assignments . . . . . . . . . . . . . . . . . . . . . . . . 61
17.4. Dissemination of Information . . . . . . . . . . . . . . . . 62
17.5. Tax Treatment . . . . . . . . . . . . . . . . . . . . . . . 62

ARTICLE XVIII NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . 62
18.1. Giving Notice . . . . . . . . . . . . . . . . . . . . . . . 62
18.2. Change of Address . . . . . . . . . . . . . . . . . . . . . 62

ARTICLE XIX COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . 62

ARTICLE XX NO ORAL AGREEMENTS . . . . . . . . . . . . . . . . . . . . . 62

EXHIBITS:
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EXHIBIT A-1 REVOLVING NOTE
EXHIBIT A-2 COMPETITIVE BID NOTE
EXHIBIT B FORM OF LEGAL OPINION
EXHIBIT C APACHE CORPORATION COMPLIANCE CERTIFICATE
EXHIBIT D ASSIGNMENT AGREEMENT
EXHIBIT E COMPETITIVE BID QUOTE REQUEST
EXHIBIT F CONTINUATION/CONVERSION NOTICE
EXHIBIT G ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ OPINION
EXHIBIT H INVITATION FOR COMPETITIVE BID QUOTES
EXHIBIT I CONSENT, ACKNOWLEDGEMENT AND AGREEMENT
EXHIBIT J CONFIDENTIALITY AGREEMENT
EXHIBIT K COMPETITIVE BID QUOTE
EXHIBIT L FORM OF GUARANTY

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

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7
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

This Fourth Amended and Restated Credit Agreement, dated as of October
31, 1996, is among Apache Corporation, a Delaware corporation (the "Company"),
the various commercial lending institutions as are or may become parties hereto
(the "U.S. Lenders"), The First National Bank of Chicago, as Global
Administrative Agent (the "Global Administrative Agent"), The Chase Manhattan
Bank, as Co-Agent (the "Co-Agent"), First Chicago Capital Markets, Inc., as
Arranger, and Chase Securities Inc., as Arranger.

RECITALS:

1. The Company, the U.S. Lenders, The First National Bank of Chicago
as Administrative Agent and as Collateral Agent, and Chemical Bank, as Co-Agent
have heretofore entered into that certain Reducing Revolving Credit and Term
Loan Agreement, dated as of July 1, 1991, that certain Amendment No. 1, dated
as of November 1, 1991 and that certain Amendment No. 2, dated as of December
1, 1991 (as so amended, the "July 1991 Agreement"), pursuant to which the U.S.
Lenders agreed to make Term Loans and Revolving Loans (each as defined in the
July 1991 Agreement and herein called, respectively, the "1991 Term Loans" and
the "1991 Revolving Loans").

2. In order to restructure the indebtedness incurred by the Company
to the U.S. Lenders pursuant to the July 1991 Agreement, the Company, the U.S.
Lenders, the Administrative Agent and the Collateral Agent and the Co-Agent
entered into that certain Amended and Restated Credit Agreement, dated as of
April 15, 1992, a first amendment thereto, dated July 21, 1992, a second
amendment thereto dated December 31, 1992, the Third Amendment to Amended and
Restated Credit Agreement, dated as of April 30, 1993, and the Fourth Amendment
to Amended and Restated Credit Agreement, dated as of July 13, 1993 (as so
amended, the "April 1992 Agreement"), pursuant to which the U.S. Lenders agreed
to make Revolving Loans (as defined in the April 1992 Agreement and herein
called "1992 Revolving Loans").

3. In order to restructure the indebtedness incurred by the Company
to the U.S. Lenders pursuant to the July 1991 Agreement, as renewed, restated,
extended and converted into 1992 Revolving Loans pursuant to the April 1992
Agreement, the Company, the U.S. Lenders, the Administrative Agent and the
Collateral Agent and the Co-Agent entered into that certain Second Amended and
Restated Credit Agreement, dated as of April 30, 1994 (the "April 1994
Agreement"), pursuant to which the U.S. Lenders agreed to make Loans (as
defined in the April 1994 Agreement and herein called "1994 Loans").

4. In order to restructure the indebtedness incurred by the Company
to the U.S. Lenders pursuant to the July 1991 Agreement, as renewed, restated,
extended and converted into 1992 Revolving Loans pursuant to the April 1992
Agreement and as further renewed, restated, extended and converted into 1994
Loans pursuant to the April 1994 Agreement, the Company, the U.S. Lenders, the
Administrative Agent and the Co-Agent entered into that certain Third Amended
and Restated Credit Agreement, dated as of March 1, 1995, a First Amendment to
Third Amended and Restated Credit Agreement, dated as of April 14, 1995, a
Second Amendment to Third Amended and Restated Credit Agreement, dated as of
October 23, 1995, a Third Amendment to Third Amended and Restated Credit
Agreement, dated as of December 18, 1995, a Fourth Amendment to Third Amended
and Restated Credit Agreement, dated as of December 22, 1995, a Fifth Amendment
to Third Amended and Restated Credit Agreement, dated as of January 22, 1996, a
Sixth Amendment to Third Amended and Restated Credit Agreement, dated as of
April 18, 1996, and a Seventh Amendment to Third Amended and Restated Credit
Agreement, dated as of April 30, 1996 (as so amended, the "March 1995
Agreement"), pursuant to which the U.S. Lenders agreed to make Loans (as
defined in the March 1995 Agreement and herein called "1995 Loans").

5. On the terms and subject to the conditions of this Agreement, all
1995 Loans of the U.S. Lenders to the Company outstanding on the Global
Effective Date (as hereinafter defined) shall, on the Global
8
Effective Date, be renewed, restated, extended and converted into (but shall
not be deemed to be repaid) Revolving Loans under this Agreement.

6. The Company, the U.S. Lenders, the Administrative Agent, the Co-
Agent and the Arrangers hereby amend the March 1995 Agreement and restate the
March 1995 Agreement in its entirety 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.

"Acknowledgment of Guaranty" means a Consent, Acknowledgment and
Agreement, substantially in the form of Exhibit I hereto, dated the Global
Effective Date, duly executed and delivered to the Global Administrative Agent
by MW Petroleum.

"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 U.S. Lenders or any of them to the Company on
the same Borrowing Date, at the same Rate Option (or on the same interest basis
in the case of a Competitive Bid Loan) 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 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 Arrangers,
the Co-Agent and the Engineering Banks.

"Aggregate Commitment" means, as of the time a determination thereof is
to be made, the sum of the Commitments of all the U.S. Lenders hereunder, being
$750,000,000 as of the date hereof, and as reduced from time to time after the
date hereof pursuant to Sections 4.5 and 13.1.

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

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

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9
"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 Corporate 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 U.S. 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 Company,
executed by an Authorized Officer and delivered to the Global Administrative
Agent, which requests an extension of the then scheduled Termination Date
pursuant to Section 2.2.

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

"Apache Egypt" means Apache Oil Egypt, Inc., a Delaware corporation, and
Apache Qarun Corporation LDC, a Cayman Islands company formed under the
Companies Law of the Cayman Islands, British West Indies, and any successor
entity which is, directly or indirectly, at least a ninety-five percent-owned
(95%-owned) subsidiary of the Company arising through the merger or liquidation
of one such corporation into the other such corporation.

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

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

"Approved Engineers" means ▇▇▇▇▇ ▇▇▇▇▇ Company Petroleum Engineers or
Netherland, ▇▇▇▇▇▇ & Associates, Inc. or other independent petroleum engineers
of recognized standing and experience in the evaluation of hydrocarbon reserves
who each of the Engineering Banks and the Required Lenders determine to be
acceptable.

"Approved Engineers' Report" means a report prepared (except to the
extent set forth below) and certified by the Approved Engineers and furnished
by the Company to the Global Administrative Agent and U.S. Lenders pursuant to
Section 9.1(d) or (e) which shall set forth (i) the estimated volume and rate
of production of Hydrocarbons which may reasonably be expected to be produced
from Proved Reserves for each Property, (ii) a computation of the projected
gross revenues from Proved Reserves attributable to each Property, (iii) a
computation of the future net revenues for each Property, showing separately
net revenues from Proved Developed Producing Reserves, Proved Developed Non-
Producing Reserves and Proved Undeveloped Reserves, and (iv) projections as to
the amount of Proved Reserves for each Property, showing separately Proved
Developed Producing Reserves, Proved Developed Non-Producing Reserves and
Proved Undeveloped Reserves. The Approved Engineers' Report shall be prepared
using economic parameters (including pricing, inflation and discount rate)
provided by the Engineering Banks and in accordance with established criteria
generally accepted in the oil and gas industry for use by independent petroleum
engineers in making determinations and appraisals of hydrocarbon reserves,
including assumptions, estimates and projections as to production expenses,
availability of reserves and rates of production; provided, however, that in
preparing such report, the Approved Engineers need only make an independent
evaluation of Properties comprising not less than (x) 70% in value of the
Properties included in the most recent Approved Engineers' Report and (y) 80%
in value of any Properties not included in the most recent Approved Engineers'
Report, and may review the evaluation by the Company's petroleum engineers in
accordance with the

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foregoing criteria of the remainder of the Properties. The Engineering Banks
may, in their sole discretion after consulting with the Company, require
modification of any assumption, projection or estimate which they (acting
reasonably) find unacceptable.

"April 1992 Agreement" is defined in Recital 2.

"April 1994 Agreement" is defined in Recital 3.

"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 U.S.
Lender and an assignee U.S. Lender pursuant to Section 17.3 substantially in
the form of Exhibit D hereto.

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

"Borrowing Base Debt" means the aggregate amount of indebtedness for
borrowed money (including the Global Credit Facility Debt) of the Company, the
Australian Borrowers and the Canadian Borrower, and each of their Borrowing
Base Subsidiaries; provided, however, so long as no Downgrade Condition has
occurred and is continuing, Borrowing Base Debt shall not include the Excluded
Principal Debt; and provided further, that in the event of a Downgrade
Condition, Excluded Principal Debt will be included in Borrowing Base Debt only
following (i) the adjustment of the Global Borrowing Base by the Engineering
Banks to exclude the effect of Excluded Principal Debt on the Global Borrowing
Base, and (ii) notification of the Company of the amount of the Global
Borrowing Base as so adjusted.

"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

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controls any Properties. The Borrowing Base Subsidiaries 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 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 Chicago and New York.

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

"Canadian Borrower" means Apache Canada.

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

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

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

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

"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;

(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 Company or an Affiliate
of the Company) 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
▇▇▇▇▇'▇, or (ii) any U.S. Lender (or its holding company)

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which has (or which at the time is a subsidiary of a holding company
which has) a Qualified Long Term Rating;

(c) any certificate of deposit, time deposit or banker's
acceptance, maturing not more than one year after such time, which is
issued 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,
or (ii) any U.S. Lender which has (or which is a subsidiary of a holding
company which has) a Qualified Long Term Rating; or

(d) any repurchase agreement entered into with any Agent or
any U.S. 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 U.S. Lender or Agent (or other commercial
banking institution) thereunder.

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

"CERCLIS" means the Comprehensive Environmental Response, Compensation
and Liability Information System List.

"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 MW Petroleum on a fully diluted basis or the failure of
MW Petroleum to own, free and clear of all liens or encumbrances,
100% of the outstanding capital stock of MWJR on a fully diluted
basis, except as a result of the merger of either MW Petroleum
and MWJR into the Company or any U.S. Subsidiary pursuant to
Section 11.2; provided, however, that, in the event of a merger
of MW Petroleum with a U.S. Subsidiary, such U.S. Subsidiary
shall at its own expense deliver to the Global Administrative
Agent a duly executed Guaranty, substantially in the form of
Exhibit L, together with such related documents and opinions as
the Global 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, other than
Apache International, and ninety-five percent (95%) of the
outstanding capital stock of Apache International (and a
proportionately reduced interest in each Borrowing Base
Subsidiary of Apache International), 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 Subsidiary as permitted
pursuant to Section 11.3; or

(c) any Unrelated Person or any Unrelated Persons
acting together which would constitute a Group, together with any
Affiliates or Related Persons thereof (in each case also
constituting Unrelated Persons), shall at any time either (i)
Beneficially Own more than 20% of the aggregate voting power of
all classes of Voting Stock of the Company or (ii) succeed in
having sufficient of its or their nominees elected to the Board
of Directors of the Company such that such nominees, when added
to any existing director remaining on the Board of Directors of
the Company after such election who is an Affiliate or Related
Person of such Person or Group, shall constitute a majority of
the Board of Directors of the Company.

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As used herein (A) "Beneficially Own" means "beneficially own" as
defined in Rule 13d-3 of the Securities Exchange Act of 1934, as
amended, or any successor provision thereto; (B) "Group" means a
"group" for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended; (C) "Unrelated Person" means at any time
any Person other than the Company or any Subsidiary and other
than any trust for any employee benefit plan of the Company or
any Subsidiary of the Company; (D) "Related Person" of any Person
shall mean any other Person owning (1) 5% or more of the
outstanding common stock of such Person or (2) 5% or more of the
Voting Stock of such Person; and (E) "Voting Stock" of any Person
shall mean capital stock of such Person which ordinarily has
voting power for the election of directors (or persons performing
similar functions) of such Person, whether at all times or only
so long as no senior class of securities has such voting power by
reason of any contingency.

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

"Claims" is defined in Section 14.7.

"Co-Agent" is defined in the Preamble.

"Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified and in effect from time to time.

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

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

"Commercial Paper Backup Exclusion Event" means, at any time, the
occurrence and continuation of (i) any Default, (ii) any Unmatured Default, or
(iii) any Debt Limit Excession, other than a Debt Limit Excession relating to a
Material Adverse Effect. For purposes of this definition, a Debt Limit
Excession relating to a Material Adverse Effect shall include any Debt Limit
Excession arising as a direct result of an action by the Engineering Banks
pursuant to Sections 2.3(d) or 2.3(e)(i).

"Commercial Paper Obligations" means, at any time, the obligations of
the Company arising under any commercial paper issued by the Company pursuant
to a commercial paper program of the Company which is rated by any Rating
Agency.

"Commitment" means, with respect to each U.S. Lender, the obligation of
such U.S. 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 U.S. 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.

"Company's Engineers' Report" means a report prepared by the Company's
engineering staff and certified by the Company's head of "Technical Services"
and furnished by the Company to the Global Administrative Agent and U.S.
Lenders pursuant to Section 9.1(e) which shall set forth (i) the estimated
volume and rate of production of Hydrocarbons which may reasonably be expected
to be produced from Proved Reserves for each Property, (ii)

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14
a computation of the projected gross revenues from Proved Reserves attributable
to each Property, (iii) a computation of the future net revenues for each
Property, showing separately net revenues from Proved Developed Producing
Reserves, Proved Developed Non-Producing Reserves and Proved Undeveloped
Reserves and (iv) projections as to the amount of Proved Reserves for each
Property, showing separately Proved Developed Producing Reserves, Proved
Developed Non-Producing Reserves and Proved Undeveloped Reserves. The
Company's Engineers' Report shall be prepared using economic parameters
(including pricing, inflation and discount rate) provided by the Engineering
Banks and in accordance with established criteria generally accepted in the oil
and gas industry for use by independent petroleum engineers in making
determinations and appraisals of hydrocarbon reserves, including assumptions,
estimates and projections as to production expenses, availability of reserves
and rates of production. The Engineering Banks may, in their sole discretion
after consulting with the Company, require modification of any assumption,
projection or estimate which they (acting reasonably) find unacceptable.

"Competitive Bid Advance" means a borrowing hereunder consisting of the
aggregate amount of the several Competitive Bid Loans made by some or all of
the U.S. Lenders to the Company at the same time, having the same Stated
Maturity Date and for the same Interest Period.

"Competitive Bid Borrowing Notice" is defined in Section 3.4(e).

"Competitive Bid Loan" means, with respect to a U.S. Lender, a
competitive bid loan made by such U.S. Lender pursuant to Section 2.1 and
Section 3.4 as the result of a Competitive Bid Borrowing Notice from the
Company requesting a Competitive Bid Advance.

"Competitive Bid Margin" means the margin above or below the applicable
Eurodollar Base Rate or Alternate Base Rate offered for a Bid Loan, expressed
as a percentage (rounded to the nearest 1/16 of 1%) to be added or subtracted
from the Eurodollar Base Rate or the Alternate Base Rate, as applicable.

"Competitive Bid Note" means a promissory note in substantially the form
of Exhibit A-2 hereto, with applicable insertions, duly executed and delivered
to the Global Administrative Agent by the Company for the account of a U.S.
Lender and payable to the order of such U.S. Lender, including any amendment,
modification, renewal or replacement of such promissory note.

"Competitive Bid Quote" means a Competitive Bid Quote substantially in
the form of Exhibit K hereto completed and delivered by a U.S. Lender to the
Global Administrative Agent in accordance with Section 3.4(c).

"Competitive Bid Quote Request" means a Competitive Bid Quote Request,
substantially in the form of Exhibit E hereto, completed and delivered by the
Company to the Global Administrative Agent in accordance with Section 3.4(a).

"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 Company
and the 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 Company and the 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 Company or other Person
(other than a Consolidated Subsidiary of the Company) in which any Person
(other than the Company 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 Company or any of the Consolidated
Subsidiaries by such Affiliate or other Person during such period.

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"Consolidated Subsidiary" means, 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 Company 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 Company and
the 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 Revolving Loan and, if such Revolving 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 F and
executed on behalf of the Company by an Authorized Officer.

"Controlled Group" means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Company or any Subsidiary, are treated
as a single employer under Section 414(b) or 414(c) of the Code.

"Corporate Base Rate" means a rate per annum equal to the corporate base
rate of interest announced by First Chicago from time to time, changing when
and as said corporate base rate changes.

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

"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 Company and its Consolidated
Subsidiaries, to (y) the sum of the consolidated stockholders' equity of the
Company and its Consolidated Subsidiaries plus the aggregate outstanding amount
of the consolidated Debt of the Company 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 Company pursuant to Section 9.1(k); 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 be deemed to exist hereunder at all times
when the Company's applicable Rating Level is equal to Level IV.

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

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

"Environmental Law" means any federal, state, or local statute, 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 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.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

"Eurodollar Advance" means a Eurodollar Bid Rate Advance or a Eurodollar
Revolving Advance.

"Eurodollar Auction" means a solicitation of Competitive Bid Quotes
setting forth Competitive Bid Margins pursuant to Section 3.4.

"Eurodollar Base Rate" means, with respect to a Eurodollar Revolving
Advance or a Eurodollar Bid Rate 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 Revolving Loan or, in the case of a Eurodollar Bid Rate
Loan, the amount of the Eurodollar Bid Rate Loan requested by the Company, 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 Bid Rate" means, with respect to a Eurodollar Bid Rate Loan
made by a given U.S. Lender for the relevant Interest Period, the sum of (i)
the Eurodollar Base Rate and (ii) the Competitive Bid Margin offered by such
U.S. Lender and accepted by the Company.

"Eurodollar Bid Rate Advance" means a Competitive Bid Advance which
bears interest at a Eurodollar Bid Rate.

"Eurodollar Bid Rate Loan" means a Competitive Bid Loan which bears
interest at the Eurodollar Bid Rate.

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"Eurodollar Loan" means a Eurodollar Bid Rate Loan or a Eurodollar
Revolving Loan.

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

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

"Eurodollar Rate" means, with respect to a Eurodollar Revolving Loan or
Eurodollar Revolving 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 on such date.

"Excluded Principal Debt" means, at any time as long as no Downgrade
Condition exists, the consolidated aggregate principal amount of obligations of
the Company (i) under the $180,000,000 7.95% Notes due 2026 issued pursuant to
that certain Trust Indenture dated February 15, 1996, (ii) under the
$100,000,000 7.70% Notes due 2026 issued pursuant to that certain Trust
Indenture dated February 15, 1996, (iii) up to $172,500,000 under the 6%
Convertible Subordinated Debentures due 2002 issued pursuant to that certain
Trust Indenture, dated January 4, 1995, and (iv) up to $6,600,000 under the
Apache Offshore Investment Partnership bank facility.

"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 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 10 a.m. (Chicago
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 Bid Rate" means, with respect to a Floating Bid Rate Loan made
by a given U.S. Lender, the sum of (i) the Alternate Base Rate, changing when
and as the Alternate Base Rate changes, and (ii) the Competitive Bid Margin
offered by such U.S. Lender and accepted by the Company.

"Floating Bid Rate Advance" means a Competitive Bid Advance which bears
interest at the Floating Bid Rate.

"Floating Bid Rate Loan" means a Competitive Bid Loan which bears
interest at the Floating Bid Rate.

"Floating Rate Advance" means a Floating Bid Rate Advance or a Floating
Rate Revolving Advance.

"Floating Rate Auction" means a solicitation of Competitive Bid Quotes
setting forth the Competitive Bid Margin for Floating Bid Rates pursuant to
Section 3.4.

"Floating Rate Loan" means a Floating Bid Rate Loan or a Floating Rate
Revolving Loan.

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

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"Floating Rate Revolving Loan" means a Revolving 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
U.S. 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" means the Global Borrowing Base then in effect
as calculated and established in accordance with the terms and provisions of
Section 2.3, as such Global Borrowing Base shall be reduced from time to time
pursuant to Sections 2.3(a), (d), (e) or (f) or Section 11.3.

"Global Credit Facility Debt" means, at any time, the consolidated
aggregate principal amount of (i) Obligations of the Company under this
Agreement, (ii) the "Obligations" (as defined in the Australian Credit
Agreement) of the Australian Borrowers under the Australian Loan Documents and
(iii) the "Obligations" (as defined in the Canadian Credit Agreement) of the
Canadian Borrower under the Canadian Loan Documents.

"Global Effective Date" means a date agreed upon by the Company, the
Arrangers 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
Company properly executed by an Authorized Officer 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 Company certifies 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 Canadian Credit
Agreement.

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

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

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

"Guaranty" means that certain Guaranty, dated as of July 1, 1991, by MW
Petroleum Corporation, a Delaware corporation, as assumed by MW Petroleum
pursuant to that certain Assumption Agreement, dated as of December 24, 1991,
and each other guaranty delivered pursuant to Section 9.11, or as required by
the definition

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

"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.

"IFC" means the International Finance Corporation.

"include" or "including" means including without limiting the generality
of any description preceding such terms, and, for purposes of this Agreement
and each other U.S. 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
(h)) or payable out of the proceeds of production from property now or
hereafter owned or acquired by such Person, (iv) obligations (other than the
obligations previously described in clauses (i), (ii), or (iii) of this
definition) which are evidenced by notes, bonds, debentures, bankers'
acceptances, or other instruments, (v) Capitalized Lease Obligations, (vi)
liabilities under interest rate swap, exchange, collar or cap agreements and
all other agreements or arrangements designed to protect such Person against
fluctuations in interest rates or currency exchange rates, (vii) net
liabilities under commodity hedge, commodity swap, exchange, collar or cap
agreements, fixed price agreements and all other agreements or arrangements
designed to protect a person against fluctuations in oil or gas prices,
provided that, each such contract will be marked-to-market and the gain or loss
on each such contract and any amounts on deposit with any counterparties or
exchanges shall be included in determining such Person's net liability with
respect to such contract, (viii) obligations, contingent or otherwise, relative
to the amount of all letters of credit, whether or not drawn, and (ix) all
Guaranteed Obligations of such Person in respect of any of the foregoing;
provided, however, that "Indebtedness" shall not include any amounts included
as deferred credits on the financial statements of such Person or of a
consolidated group including such Person, determined in accordance with
Agreement Accounting Principles; provided further that for purposes of the
foregoing clauses (ii), (iii) and (ix) and the "other instruments" described in
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

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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 Canadian Borrower, 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 Bid Rate Advance
or a Eurodollar Revolving 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.

"Invitation for Competitive Bid Quotes" means an Invitation for
Competitive Bid Quotes substantially in the form of Exhibit H hereto, completed
and delivered by the Global Administrative Agent to the U.S. Lenders in
accordance with Section 3.4(b).

"July 1991 Agreement" is defined in Recital 1.

"Lending Installation" means any office, branch, subsidiary or affiliate
of any U.S. Lender, the Global Administrative Agent or any Arranger.

"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,

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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 any of the Revolving Loans and the Competitive Bid Loans.

"MW Petroleum" means MW Petroleum Corporation, a Colorado corporation.

"MWJR" means MWJR Petroleum Corporation, a Delaware corporation.

"March 1995 Agreement" is defined in Recital 4.

"Material Adverse Effect" means with respect to any matter that such
matter (i) could reasonably be expected to materially and adversely affect the
assets, business, properties, condition (financial or otherwise), prospects, or
results of operations of the Company and its Subsidiaries, taken as a whole, or
the value or condition of the Properties taken as a whole, or the ability of
the Company or any Subsidiary of the Company which is a party to a U.S. Loan
Document to perform its respective obligations under any of the U.S. 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 U.S. Loan Document against any obligor party thereto or the rights,
remedies and benefits available to the Agents and the U.S. Lenders under the
U.S. Loan Documents.

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

"Multiemployer Plan" means a Plan maintained pursuant to a collective
bargaining agreement to which the Company or any member of the Controlled Group
is a party and to which more than one employer is obligated to make
contributions.

"1992 Revolving Loans" is defined in Recital 2.

"1994 Loans" is defined in Recital 3.

"1995 Loans" is defined in Recital 4.

"1996 Engineers' Report" means those certain Supplemental Reserve
Reports as of January 1, 1996 of the Company'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 and each of the U.S. Lenders.

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

"Note" means any Revolving Note or any Competitive Bid 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 U.S. Lender or any Agent,
whether or not contingent, arising under or in connection with any of the U.S.
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 U.S. Lender.

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

"Original Revolving Loans" is defined in Recital 1.

"Original Term Loans" is defined in Recital 1.

"Original Termination Date" means October 31, 2001.

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

"Parent Guaranty" means that certain Guaranty, dated as of October 31,
1996, by the Company in favor of the Canadian Lenders and the other Lender
Parties (as defined therein) under the Canadian Credit Agreement, 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 October 1, 1996.

"PBGC" means the Pension Benefit Guaranty Corporation and its successors
and assigns.

"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.

"Phoenix Egypt" means Phoenix Resources Company of Qarun, Inc., a
Delaware corporation and a wholly-owned Subsidiary of Phoenix Resources Company
International, a Delaware corporation, a wholly-owned Subsidiary of The Phoenix
Resource Companies, Inc., a Delaware corporation, an indirectly ninety-five
percent-owned (95%-owned) subsidiary of the Company.

"Plan" means an employee pension benefit plan which is covered by Title
IV of ERISA or subject to the minimum funding standards under Section 412 of
the Code as to which the Company or any member of the Controlled Group may have
any liability.

"Producers Energy" means Producers Energy Marketing, LLC, a Delaware
limited liability company.

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

"Properties" means Hydrocarbon Interests which are covered by either the
most recent Approved Engineers' Report or the most recent Company's Engineers'
Report submitted by the Company pursuant to Section 9.1 and which Hydrocarbon
Interests are included in the calculation of the then effective Global
Borrowing Base.

"Proved Developed Non-Producing Reserves" means, with respect to the
Properties, those quantities of Hydrocarbons, estimated with reasonable
certainty, as demonstrated by geological and engineering data, to be
economically recoverable from the Properties by producing methods under
existing economic conditions using existing equipment and operating methods
from locations which are behind the casing of existing ▇▇▇▇▇ or at minor depths
below the present bottom of such ▇▇▇▇▇ and which are expected to be produced
through these ▇▇▇▇▇ in the predictable future, where a relatively small
expenditure is required for completion or recompletion to make such
Hydrocarbons available for production.

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"Proved Developed Producing Reserves" means, with respect to the
Properties, those quantities of Hydrocarbons, estimated with reasonable
certainty, as demonstrated by geological and engineering data, to be
economically recoverable from the Properties by producing methods under
existing economic conditions using existing equipment and operating methods
from existing completion intervals open for production in existing ▇▇▇▇▇.

"Proved Reserves" means, with respect to the Properties, Proved
Developed Producing Reserves, Proved Developed Non-Producing Reserves and
Proved Undeveloped Reserves.

"Proved Undeveloped Reserves" means, with respect to the Properties,
those quantities of Hydrocarbons, estimated with reasonable certainty, as
demonstrated by geological and engineering data, to be economically recoverable
from the Properties by producing methods under existing economic conditions
using existing equipment, or equipment for which there is a reasonable
expectation of or commitment to installation in the future, and operating
methods from (i) existing ▇▇▇▇▇ where a relatively large expenditure is
required for completion or recompletion and (ii) new ▇▇▇▇▇ on undrilled
locations (a) which are direct offsets to existing ▇▇▇▇▇ then or previously
open for production, (b) which are within known proved productive limits of the
subject formation, estimated with reasonable certainty, (c) which conform to
existing completion intervals for existing ▇▇▇▇▇ and (d) which will be
developed with a reasonable degree of certainty.

"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 Agency" means each of D&P, Moody's and S&P.

"Rating Level" means the level set forth below that corresponds to the
highest two of three ratings issued from time to time by Moody's, S&P and D&P,
as applicable to Company's senior unsecured long-term debt which is not secured
or supported by a guaranty, letter of credit or other form of credit
enhancement; provided, however, that in the event that a split occurs between
the highest two ratings, then the level corresponding to the lower of the
highest two ratings shall apply:

Moody's S&P D&P
------- --- ---

Level I )-Baa1 )-BBB+ )-BBB+

Level II Baa2 BBB BBB

Level III Baa3 BBB- BBB-

Level IV (Baa3 (BBB- (BBB-

For example, if the ▇▇▇▇▇'▇ rating is Baa1, the S&P rating is BBB, and the D&P
rating is BBB-, Level II shall apply.

For purposes of the foregoing, (i) ")-" means a rating more favorable
than or equal to; "(" means a rating less favorable than; (ii) if ratings for
the Company's senior unsecured long-term debt which is not secured or supported
by a guaranty letter of credit or other form of credit enhancement shall not be
available from two Ratings Agencies, Level IV shall be deemed applicable; (iii)
if determinative ratings shall change (other than as a result of a change in
the rating system used by any applicable Rating Agency) such that a change in
applicable Rating Level would result, such change shall effect a change in
applicable Rating Level as of the day on which it is first announced by the
applicable Rating Agency, and any change in the Applicable Margin shall apply

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commencing on the effective date of such change and ending on the date
immediately preceding the effective date of the next such change; (iv) if any
of the Rating Agencies shall change its ratings nomenclature prior to the date
all Obligations have been paid and the Commitments cancelled, Company and the
Global Administrative Agent shall negotiate in good faith to amend the
references to specific ratings in this definition to reflect such change, and
pending such amendment, if an appropriate applicable Rating Level is otherwise
not determinable based upon the foregoing grid, the last applicable Rating
Level in effect at the time of such change shall continue to apply.

"Reference Lenders" means First Chicago and Chase.

"Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System from time to time in effect and shall include any
successor or other regulation or official interpretation of said Board of
Governors or any successor Person relating to reserve requirements applicable
to member banks of the Federal Reserve System or any successor Person.

"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.

"Reportable Event" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within 30 days of
the occurrence of such event, provided that a failure to meet the minimum
funding standard of Section 412 of the Code and of Section 302 of ERISA shall
be a Reportable Event regardless of the issuance of any such waivers in
accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code.

"Required Lenders" means, as of any date of determination, U.S. Lenders
having in the aggregate at least 66-2/3% of the Aggregate Commitment or, if the
Aggregate Commitment has been terminated, U.S. 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 by the Board
of Governors of the Federal Reserve System) which is then applicable to assets
or liabilities consisting of and including with a maturity equal to that of the
"Eurocurrency Liabilities", as defined in Regulation D, having a term
approximately equal or comparable to such Interest Period.

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

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

"Revolving Note" means a promissory note in substantially the form of
Exhibit A-1 hereto (with appropriate insertions and deletions), duly executed
and delivered to the Global Administrative Agent by the Company and payable to
the order of a U.S. Lender in the amount of its Commitment, including any
amendment, modification, renewal or replacement of such promissory note.

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"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.

"Single Employer Plan" means a Plan maintained by the Company or any
member of the Controlled Group for employees of the Company or any member of
the Controlled Group.

"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. (Chicago time) on that day.

"Stated Maturity Date" means the maturity date of a Competitive Bid
Advance as provided in Section 3.4(a).

"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 MW Petroleum, MWJR and
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 the
Company or by one or more Subsidiaries or by the Company and one or more
Subsidiaries; and further provided, that, notwithstanding the foregoing,
Subsidiaries of the Company shall not include Producers Energy and Apache
Series 1996-A Trust, a Delaware business trust, except for the purposes of
Sections 8.10, 8.15, 8.16 and 12.1 (insofar as the representation or warranty
which is breached or shall be false was made pursuant to Sections 8.10, 8.15 or
8.16).

"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 U.S. Lenders pursuant to Section 2.2.

"Transferee" is defined in Section 17.4.

"Unfunded Liabilities" means, (i) in the case of Single Employer Plans,
the amount (if any) by which the present value of all vested nonforfeitable
benefits under such Plan exceeds the fair market value of all Plan assets
allocable to such benefits, all determined as of the then most recent valuation
date for such Plans, and (ii) in the

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case of Multiemployer Plans, the withdrawal liability that would be incurred by
the Controlled Group if all members of the Controlled Group completely withdrew
from all Multiemployer Plans.

"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. 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.

"U.S. Loan Documents" means this Agreement, the Notes, 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.

"U.S. Subsidiary" means any Subsidiary that is organized under the laws
of the United States.

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, Competitive Bid Borrowing Notice,
Continuation/Conversion Notice, U.S. Loan Document, notice and other
communication delivered from time to time in connection with this Agreement or
any other U.S. Loan Document.

1.3. Cross References. Unless otherwise specified, references in this
Agreement and in each other U.S. 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 U.S. 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 U.S. 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 U.S. 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 Global Effective Date, all
outstanding 1995 Loans shall be renewed, restated, extended and converted into
(but shall not be deemed to be repaid) Revolving Loans under this Agreement;
provided, however, that from and including the Global Effective Date, the
Eurodollar Spread applicable

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with respect to such renewed, restated, extended and converted 1995 Loans shall
be determined pursuant to this Agreement. 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 U.S. Lenders grant to the
Company a revolving credit facility pursuant to which, and upon the terms and
conditions herein set out:

(i) each U.S. Lender severally agrees to make Revolving Loans
to the Company in accordance with this Section and Article III; and

(ii) each U.S. Lender may, in its sole discretion, make bids to
make Competitive Bid Loans to the Company in accordance with this
Section and Article III.

(b) Facility Amount. In no event may the aggregate principal amount
of all outstanding Loans (including both the Revolving Loans and the
Competitive Bid Loans) exceed the lesser of the Aggregate Commitment or the
Global Borrowing Base and no U.S. 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 or, except if a Commercial Paper Backup Exclusion Event
has occurred and is continuing, the borrowing of a Loan which is used
exclusively to repay Commercial Paper Obligations 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 at any time prior to the Termination Date. The obligations of the
U.S. 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 U.S. Lenders ratably in proportion
to the amounts of their respective Commitments. The aggregate outstanding
amount of Competitive Bid Loans shall reduce each U.S. Lender's obligation to
make Loans in an amount not to exceed the lesser of the Aggregate Commitment or
the Global Borrowing Base (provided that the sum of the aggregate outstanding
principal amount of all Borrowing Base Debt shall not exceed the Global
Borrowing Base except as permitted in Section 2.1(b)), ratably in the
proportion such U.S. Lender's Commitment bears to the Aggregate Commitment
regardless of which U.S. Lender or U.S. Lenders makes such Competitive Bid
Loans.

(e) Competitive Bid Loans. In addition to Revolving Loans pursuant
to Section 2.1(d), but subject to the terms and conditions of this Agreement
(including, without limitation, the limitation set forth in Section 2.1(b) as
to the maximum aggregate principal amount of all outstanding Loans hereunder),
the Company may, as set forth in this Section 2.1(e) and Article III, at any
time request the U.S. Lenders, prior to the Termination Date, to make offers to
make Competitive Bid Advances to the Company. Each U.S. Lender may, but shall
have no obligation to, make such offers and the Company may, but shall have no
obligation to, accept such offers.

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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 concurrently with
delivery of the Approved Engineers' Report delivered prior to the then
scheduled Termination Date pursuant to Section 9.1(d) that the Termination Date
be extended for one year from the then scheduled Termination Date, then the
Global Administrative Agent shall promptly notify each U.S. Lender of such
request and each U.S. Lender shall notify the Global Administrative Agent, no
later than the next date by which each U.S. Lender is required, pursuant to
Section 2.3(a), to approve or disapprove the Engineering Banks' determination
of the Global Borrowing Base, and whether such U.S. Lender, in the exercise of
its sole discretion, will extend the Termination Date for such one year period.
Any U.S. Lender which shall not timely notify the Global Administrative Agent
whether it will extend the Termination Date shall be deemed to not have agreed
to extend the Termination Date. No U.S. Lender shall have any obligation
whatsoever to agree to extend the Termination Date. Any agreement to extend
the Termination Date by any U.S. Lender shall be irrevocable, except as
provided in Section 2.2(c).

(b) If all the U.S. Lenders notify the Global Administrative Agent
pursuant to clause (a) of this Section 2.2 of their agreement to extend the
Termination Date (such U.S. Lenders agreeing to extend the Termination Date
herein called the "Accepting Lenders"), then the Global Administrative Agent
shall so notify each U.S. 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 U.S. Lenders constituting at least the Required Lenders
approve the extension of the then scheduled Termination Date and if one or more
of the U.S. Lenders shall notify, or be deemed to notify, the Global
Administrative Agent pursuant to clause (a) of this Section 2.2 that they will
not extend the then scheduled Termination Date (such U.S. Lenders herein called
the "Declining Lenders"), then (A) the Global 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 Accepting Lenders and the
Declining Lenders, no later than the tenth day following the date by which each
U.S. 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 (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 U.S. 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 Global Administrative Agent
shall promptly notify the Accepting Lenders 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 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

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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
(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 U.S. Lender hereunder and
the Declining Lender or Declining Lenders being so replaced shall no
longer constitute a U.S. 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 (which shall promptly
notify the U.S. Lenders thereof) no later than the tenth day following
the date by which each U.S. Lender is required, pursuant to Section
2.2(a), to approve or disapprove the requested extension of the
Termination Date, and concomitantly the Aggregate Commitment.

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

2.3. Global Borrowing Base.

(a) Initial Global Borrowing Base; Scheduled Semi-Annual and
Discretionary Determinations of the Global Borrowing Base; Procedures for
Determination of the Global Borrowing Base. The initial Global Borrowing Base
shall be $947,000,000. The Global Borrowing Base shall be redetermined upon
receipt by the Global Administrative Agent, the Engineering Banks, the
Australian Administrative Agent (on its own behalf and on behalf of the
Australian Lenders), the Canadian Administrative Agent (on its own behalf and
on behalf of the Canadian Lenders), and the U.S. Lenders of the relevant
Approved Engineers' Report or Company's Engineers' Report, as the case may be,
pursuant to Sections 2.3(b), (d) or (e) or 9.1(d), (e) or (f). The
redeterminations of the Global Borrowing Base described in the preceding
sentence shall be made as follows: The Engineering Banks shall make a
determination of the Global Borrowing Base in accordance with the criteria
described in clause (c) of this Section 2.3, within thirty (30) days after
receipt of the Approved Engineers' Report or the Company's Engineers' Report,
as the case may be. Within ten (10) days following such determination, the
Global Administrative Agent shall notify the U.S. Lenders, the Australian
Administrative Agent (for its own behalf and on behalf of the Australian
Lenders) and the Canadian Administrative Agent (for its own behalf and on
behalf of the Canadian Lenders) in writing of such determination of the amount
of the proposed Global Borrowing Base. Each of the Combined Lenders shall
notify the Global Administrative Agent in writing, by telex or by facsimile
transmission whether it approves or disapproves of any such determination
within ten (10) Business Days of its receipt of such notice from the Global
Administrative Agent; provided that any of the Combined Lenders which do not so
notify the Global Administrative Agent shall be deemed to have approved of such
determination. Upon the approval (or deemed approval) by the Combined Required
Lenders, such determination shall thereafter be the Global Borrowing Base and
the Global Administrative Agent shall within five (5) days of such approval
notify the Company in writing

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of such redetermined Global Borrowing Base. The Global Administrative Agent
shall promptly notify the Company, the Australian Administrative Agent, the
Canadian Administrative Agent and the Combined Lenders of any change in the
Global Borrowing Base. Additionally, the Global Borrowing Base may or will be
reduced from time to time as provided in Sections 2.3(d), (e) and (f) and
Section 11.3.

(b) Determination of Global Borrowing Base at Request of Company.
The Company may request one Global Borrowing Base determination between any
regularly scheduled semi-annual redeterminations of the Global Borrowing Base
by delivery to the Global Administrative Agent, which will then notify the
Engineering Banks, the Australian Administrative Agent (for its own behalf and
on behalf of the Australian Lenders), the Canadian Administrative Agent (for
its own behalf and on behalf of the Canadian Lenders) and the U.S. Lenders, of
a written request for such determination. In connection with any such
determinations, the Company shall deliver to the Global Administrative Agent,
which will then deliver to the Engineering Banks, the Australian Administrative
Agent (for its own behalf and on behalf of the Australian Lenders), the
Canadian Administrative Agent (for its own behalf and on behalf of the Canadian
Lenders) and the U.S. Lenders, such reports and information concerning the
Properties (which may include in the Engineering Banks' sole discretion an
Approved Engineers' Report or a Company's Engineers' Report as of such date) as
the Engineering Banks shall deem appropriate in its or their sole discretion.
In addition, the Company may request, at its sole cost and expense, a Global
Borrowing Base determination upon the payment or conversion of any Excluded
Principal Debt by delivering to the Global Administrative Agent, which will
then notify the Engineering Banks, the Australian Administrative Agent (for its
own behalf and on behalf of the Australian Lenders), the Canadian
Administrative Agent (for its own behalf and on behalf of the Canadian Lenders)
and the U.S. Lenders, a written request for such determination, and such Global
Borrowing Base determination shall not affect the Company's right to request
and receive one Global Borrowing Base determination between semi-annual
redeterminations as provided in Section 2.3(b).

(c) Criteria for Determination of the Global Borrowing Base. Each
determination by the Engineering Banks and the approval by the Combined
Required Lenders of the Global Borrowing Base attributable to all the
Properties owned by the Company or its Subsidiaries, including Properties owned
through partnerships (but not to exceed in each case an undivided share of such
Properties equal to the Company's ownership share of such partnerships), shall
be made by them in the exercise of their respective sole discretion based on
their then current engineering criteria and oil and gas lending criteria, all
as determined using the then most recently received Approved Engineers' Report
or Company's Engineers' Report, as the case may be, and, subject to the
approval of the Combined Required Lenders to the extent set forth in clause (a)
of this Section 2.3, shall be conclusive and binding in the absence of manifest
error.

(d) Redeterminations of Global Borrowing Base Upon Material Adverse
Effect. In the event of: (i) the assertion or filing of any adverse claim,
defect or encumbrance affecting or purporting to affect the title of the
Company or any Subsidiary to any Property; or (ii) any blow out or other
casualty affecting any Property or the production of oil and gas therefrom; or
(iii) any withholding after one hundred twenty (120) days following
commencement of production by any Person of sums due the Company or any
Subsidiary in respect of Hydrocarbons produced, which withholding results from
an allegation or claim affecting such Person's rights to such payment; which
results in a Material Adverse Effect, the Engineering Banks shall have the
right in their sole discretion to reduce the Global Borrowing Base, either
temporarily or permanently, by the amount included therein with respect to the
interest as to which a claim, defect, encumbrance, withholding or dispute has
arisen or exists or a casualty has occurred. The failure of the Engineering
Banks to make any such reduction upon receipt of any notice with respect to any
such claim, dispute or casualty shall not preclude their later election to so
reduce the Global Borrowing Base.

(e) Redetermination of Global Borrowing Base Upon Material Changes.
In the event that (i) "material changes" occur between the dates of
determination of the Global Borrowing Base (A) in oil and/or gas prices, (B) in
taxes, (C) in anticipated rates or amounts of production from any Properties
included in the Global Borrowing Base, (D) in the Company's or any
Subsidiary's, as the case may be, title or purported title to the Properties,
(E) in operating, lease, royalty and other arrangements relating to the
Properties, (F) in operating costs with respect to

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the Properties, or (G) in the Company's anticipated revenues as a result of the
Company or any of its Subsidiaries' granting a Lien upon any of its Properties
securing Indebtedness permitted by Section 11.1(f) or incurring Indebtedness
permitted by Section 11.1(f) or (ii) any payment of Excluded Principal Debt not
permitted pursuant to Section 11.6 is made by the Company or any of its
Subsidiaries, or (iii) a Downgrade Condition has occurred and is continuing,
then in any such event the Engineering Banks may, in their sole discretion,
redetermine the Global Borrowing Base in accordance with the standards set
forth in Section 2.3(c) prior to the receipt of either a new Approved
Engineers' Report or a new Company's Engineers' Report by adjusting the Global
Borrowing Base to reflect the changes which have occurred. For the purposes
hereof, "material changes" shall be deemed to have occurred for purposes of
this Section 2.3(e) when such changes would in the aggregate result in a
material decrease in the Global Borrowing Base as determined by the Engineering
Banks in their sole and absolute discretion. In the event of a redetermination
of Global Borrowing Base as set forth in the preceding sentence, the Company
may request, at its sole cost and expense, a subsequent Global Borrowing Base
determination by delivering to the Global Administrative Agent, which will then
notify the Engineering Banks, the Australian Administrative Agent (for its own
behalf and on behalf of the Australian Lenders), the Canadian Administrative
Agent (for its own behalf and on behalf of the Canadian Lenders) and the U.S.
Lenders, a written request for such determination, and such Global Borrowing
Base determination shall not affect the Company's right to request and receive
one Global Borrowing Base determination between semi-annual redeterminations as
provided in Section 2.3(b).

(f) Reduction of Global Borrowing Base Upon Sales of Certain
Properties. Upon consummation of the Sale of any Property or any Borrowing
Base Subsidiary constituting (and designated by the Company in a notice to the
Global Administrative Agent as constituting) a permitted Sale under clause
(iii) of Section 11.3, the Global Borrowing Base shall be reduced on account of
such Sale by an amount equal to the proceeds of such Sale net of reasonable
incidental brokerage and legal costs actually paid to third parties, net of
taxes associated with such Sale payable in cash concurrently with the
consummation of such Sale, and net of federal and state income taxes estimated
to be due in respect of such Sale by the Company acting reasonably and in good
faith, provided reserves for such taxes are established by the Company; and
provided, further, that, if (i) the Company shall provide the Global
Administrative Agent with the allocation between Properties and other assets
owned by such Borrowing Base Subsidiary for tax purposes of the actual purchase
price and proceeds from the Sale of a Borrowing Base Subsidiary and (ii) the
Global Administrative Agent and the Engineering Banks reasonably determine, in
their sole discretion, that such allocation is acceptable, then the proceeds of
such Sale of a Borrowing Base Subsidiary shall be deemed to be the amount set
forth in the allocation for tax purposes for the sale of the Properties of such
Borrowing Base Subsidiary. Upon the consummation of the Sale of any Property
or any Borrowing Base Subsidiary constituting a permitted Sale under clause
(iv) of Section 11.3, the Global Borrowing Base shall be reduced by an amount
required under Section 11.3 on account of such Sale.

(g) Title Warranty. Delivery to the U.S. Lenders of any Approved
Engineers' Report or Company's Engineers' Report shall be deemed to be a
reaffirmation as of the date of delivery of such report of the representation
and warranties in Section 8.14.

2.4. Facility Fee; Other Fees.

(a) Facility Fee. The Company agrees to pay to the Global
Administrative Agent for the account of each U.S. 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 U.S. Lender's ratable portion of the Aggregate Commitment
as in effect from time to time; provided, however, that a reduction in a U.S.
Lender's portion of the Aggregate Commitment pursuant to Section 2.1(d) shall
not reduce such U.S. Lender's ratable portion of the Aggregate Commitment for
the purposes of this Section 2.4(a).

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. In addition to the

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foregoing, the Company agrees to pay all fees accruing prior to date hereof
with respect to each U.S. Lender's commitments under the March 1995 Agreement.

(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.

(a) Revolving Loans. Not later than 2:00 p.m. (Chicago time) on each
Borrowing Date for Revolving Loans, each U.S. Lender shall make available its
Loan or Loans, in funds immediately available in Chicago, to the Global
Administrative Agent at its address specified pursuant to Article XVIII. The
Global Administrative Agent will make the funds so received from the U.S.
Lenders with respect to Revolving Loans available to the Company at the Global
Administrative Agent's aforesaid address.

(b) Competitive Bid Loans. Not later than noon (Chicago time) on the
Borrowing Date specified for each Competitive Bid Loan, each U.S. Lender whose
Competitive Bid Quote in respect thereof the Company accepted pursuant to
Section 3.4(e) shall make available its Competitive Bid Loan, in funds
immediately available in Chicago, to the Global Administrative Agent at its
address specified pursuant to Article XVIII. The Global Administrative Agent
will make the funds so received from the U.S. Lenders with respect to
Competitive Bid Loans available to the Company at the Global 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
U.S. 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 U.S.
Lender or Agent limiting rates of interest which may be charged or collected by
such U.S. Lender or Agent. Accordingly, if the transactions contemplated
hereby would be illegal, unenforceable, usurious or criminal under laws
applicable to a U.S. Lender or Agent (including the laws of any jurisdiction
whose laws may be mandatorily applicable to such U.S. Lender or Agent
notwithstanding anything to the contrary in this Agreement or any other U.S.
Loan Document but subject to Section 3.8 hereof) then, in that event,
notwithstanding anything to the contrary in this Agreement or any other U.S.
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 U.S. Lender or Agent shall under no circumstances exceed the
maximum amount of interest allowed by applicable law (such maximum
lawful interest rate, if any, with respect to each U.S. 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 U.S. 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 U.S. Lender
or Agent for the use, forbearance and detention of the indebtedness of
the Company to such U.S. Lender or Agent hereunder or under any U.S.
Loan Document shall, to the extent permitted by laws applicable to such
U.S. Lender

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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 U.S. Loan
Document, together with any other fees or compensation payable pursuant
to this Agreement or any other U.S. Loan Document and deemed interest
under laws applicable to such U.S. 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 U.S. Lender
or Agent pursuant to this Agreement shall be limited, notwithstanding
anything to the contrary in this Agreement or any other U.S. 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 U.S. 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 U.S. 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
U.S. 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
U.S. Loan Documents) by such U.S. Lender or Agent would cause such U.S.
Lender to charge the Company a criminal rate of interest, the U.S.
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 U.S. Lender or Agent, as applicable,
and if received such affected U.S. 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
Revolving 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 Global Administrative Agent irrevocable notice (a "Borrowing Notice") not
later than (a) noon (Chicago time) on the Borrowing Date of each Floating Rate
Revolving Advance, and (b) noon (Chicago time) at least three (3) Business Days
before the Borrowing Date for each Eurodollar Revolving 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 Revolving Advance, the
Interest Period applicable thereto.

Each Eurodollar Revolving 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 Revolving Advance. The Company shall
select Interest Periods with respect to Eurodollar Revolving Advances so that
it is not necessary to pay a Eurodollar Revolving Advance prior to the last day
of the applicable Interest Period in order to make the mandatory repayment on
the Termination Date.

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3.4. Competitive Bid Loans.

(a) Competitive Bid Quote Request. When the Company wishes to
request offers to make Competitive Bid Loans under this Agreement, it shall
transmit to the Global Administrative Agent by telex or telecopy a Competitive
Bid Quote Request substantially in the form of Exhibit E hereto so as to be
received no later than (i) 11:00 a.m. (Chicago time) at least four (4) Business
Days prior to the Borrowing Date proposed therein, in the case of a Eurodollar
Auction or (ii) 9:00 a.m. (Chicago time) at least one (1) Business Day prior to
the Borrowing Date proposed therein, in the case of a Floating Rate Auction
specifying:

(i) the proposed Borrowing Date, which shall be a Business
Day, for the proposed Competitive Bid Advance;

(ii) the aggregate principal amount of such Competitive Bid
Advance;

(iii) whether the Competitive Bid Quotes requested are to set
forth a Eurodollar Bid Rate or a Floating Bid Rate, or both;

(iv) in the case of each Floating Rate Auction, the maturity
date (relative to each Competitive Bid Loan, its "Stated Maturity Date")
for the proposed Competitive Bid Advance (which Stated Maturity Date may
not be earlier than the date occurring seven (7) days after the proposed
Borrowing Date of such Competitive Bid Advance or later than the earlier
of (x) the date occurring 185 days after the proposed Borrowing Date of
such Competitive Bid Advance and (y) the Termination Date); and

(v) in the case of each Eurodollar Bid Rate Advance, the
Interest Period applicable thereto (which may not end after the
Termination Date); provided that the final day of the Interest Period
applicable to each Eurodollar Bid Rate Loan shall be the Stated Maturity
Date thereof.

The Company may request offers to make Competitive Bid Loans for more
than one Interest Period in a single Competitive Bid Quote Request. No
Competitive Bid Quote Request shall be given within 5 Business Days (or such
other number of days as the Company and the Global Administrative Agent may
agree) of any other Competitive Bid Quote Request. A Competitive Bid Quote
Request that does not conform substantially to the format of Exhibit E hereto
shall be rejected, and the Global Administrative Agent shall promptly notify
the Company of such rejection by telex or telecopy.

(b) Invitation for Competitive Bid Quotes. Promptly and in any event
before the close of business on the same Business Day of receipt of a
Competitive Bid Quote Request that is not rejected pursuant to Section 3.4(a),
the Global Administrative Agent shall send to each of the U.S. Lenders by telex
or telecopy an Invitation for Competitive Bid Quotes substantially in the form
of Exhibit H hereto, which shall constitute an invitation by the Company to
each U.S. Lender to submit Competitive Bid Quotes offering to make the
Competitive Bid Loans to which such Competitive Bid Quote Request relates in
accordance with this Section 3.4; provided that the Global Administrative Agent
shall not be required to send an Invitation for Competitive Bid Quotes to any
U.S. Lender that has failed to submit a Competitive Bid Quote after each of the
last three Invitations for Competitive Bid Quotes sent to such U.S. Lender
unless the Company or such U.S. Lender has given notice to the Global
Administrative Agent specifically referring to such Invitation for Competitive
Bid Quotes and requesting that this proviso not apply to such Invitation for
Competitive Bid Quotes, in which case this proviso automatically shall not
apply to such Invitation for Competitive Bid Quotes.

(i) Each U.S. Lender may, in its sole discretion, submit a
Competitive Bid Quote containing an offer or offers to make
Competitive Bid Loans in response to any Invitation for
Competitive Bid Quotes. Each Competitive Bid Quote must comply
with the requirements of this Section 3.4(c)

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and must be submitted to the Global Administrative Agent by telex
or telecopy at its offices specified pursuant to Article XVIII
not later than (A) 11:00 a.m. (Chicago time) at least three (3)
Business Days prior to the proposed Borrowing Date, in the case
of a Eurodollar Auction, or (B) 9:00 a.m. (Chicago time) on the
proposed Borrowing Date, in the case of a Floating Rate Auction
(or, in either case upon reasonable prior notice to the U.S.
Lenders, such other time and date as the Company and the Global
Administrative Agent may agree); provided that Competitive Bid
Quotes submitted by First Chicago may only be submitted if the
Global Administrative Agent or First Chicago notifies the Company
of the terms of the offer or offers contained therein not later
than 15 minutes prior to the latest time at which the relevant
Competitive Bid Quotes must be submitted by the other U.S.
Lenders. Subject to Articles VII and XII, any Competitive Bid
Quote so made shall be irrevocable except with the written
consent of the Global Administrative Agent given on the
instructions of the Company.

(ii) Each Competitive Bid Quote shall be in substantially the form of
Exhibit K hereto and shall in any case specify:

(A) the proposed Borrowing Date, which shall be the same as
that set forth in the applicable Invitation for Competitive Bid Quotes;

(B) the Stated Maturity Date and the principal amount of the
Competitive Bid Loan for which each such offer is being made, which
principal amount (1) may be greater than, less than or equal to the
Commitment of the quoting U.S. Lender, (2) must be at least $5,000,000
and an integral multiple of $1,000,000, and (3) may not exceed the
principal amount of Competitive Bid Loans for which offers were
requested;

(D) the minimum amount, if any, of the Competitive Bid Loan
which may be accepted by the Company; and

(E) the identity of the quoting U.S. Lender.

(iii) The Global Administrative Agent shall reject any Competitive Bid
Quote that:

(A) is not substantially in the form of Exhibit K hereto or
does not specify all of the information required by Section 3.4(c)(ii);

(B) contains qualifying, conditional or similar language,
other than any such language contained in Exhibit K hereto;

(C) proposes terms other than or in addition to those set
forth in the applicable Invitation for Competitive Bid Quotes; or

(D) arrives after the time set forth in Section 3.4(c)(i).

If any Competitive Bid Quote shall be rejected pursuant to this Section
3.4(c)(iii), then the Global Administrative Agent shall notify the relevant
U.S. Lender of such rejection as soon as practical.

(d) Notice to Company. The Global Administrative Agent shall
promptly notify the Company of the terms (i) of each Competitive Bid Quote
submitted by a U.S. Lender that is in accordance with Section 3.4(c) and (ii)
of any Competitive Bid Quote that amends, modifies or is otherwise inconsistent
with a previous Competitive Bid Quote submitted by such U.S. Lender with
respect to the same Competitive Bid Quote Request. Any such

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subsequent Competitive Bid Quote shall be disregarded by the Global
Administrative Agent unless such subsequent Competitive Bid Quote specifically
states that it is submitted solely to correct a manifest error in such former
Competitive Bid Quote. The Global Administrative Agent's notice to the Company
shall specify the aggregate principal amount of Competitive Bid Loans for which
offers have been received for each Interest Period or Stated Maturity Date
specified in the related Competitive Bid Quote Request and the respective
principal amounts and Eurodollar Bid Rates or Floating Bid Rates, as the case
may be, so offered.

(e) Acceptance and Notice by Company. Not later than (i) noon
(Chicago time) at least three (3) Business Days prior to the proposed Borrowing
Date, in the case of a Eurodollar Auction or (ii) 10:00 a.m. (Chicago time) on
the proposed Borrowing Date, in the case of a Floating Rate Auction (or, in
either case upon reasonable prior notice to the U.S. Lenders, such other time
and date as the Company and the Global Administrative Agent may agree), the
Company shall notify the Global Administrative Agent of its acceptance or
rejection of the offers so notified to it pursuant to Section 3.4(d); provided,
however, that the failure by the Company to give such notice to the Global
Administrative Agent shall be deemed to be a rejection of all such offers. In
the case of acceptance, such notice (a "Competitive Bid Borrowing Notice")
shall specify the aggregate principal amount and the Interest Period and Stated
Maturity Date of each offer that is accepted. The Company may accept any
Competitive Bid Quote in whole or in part (subject to the terms of Section
3.4(c)(ii)(D)); provided that:

(i) the aggregate principal amount of each Competitive Bid
Advance may not exceed the applicable amount set forth in the related
Competitive Bid Quote Request;

(ii) acceptance of offers may only be made on the basis of
ascending Eurodollar Bid Rates or Floating Bid Rates, as the case may
be; and

(iii) the Company may not accept any offer that is described in
Section 3.4(c)(iii) or that otherwise fails to comply with the
requirements of this Agreement.

(f) Allocation by Global Administrative Agent. If offers are made by
two or more U.S. Lenders with the same Eurodollar Bid Rates or Floating Bid
Rates, as the case may be, for a greater aggregate principal amount than the
amount in respect of which offers are accepted for the related Interest Period,
the principal amount of Competitive Bid Loans in respect of which such offers
are accepted shall be allocated by the Global Administrative Agent among such
U.S. Lenders as nearly as possible (in such multiples, not greater than
$1,000,000, as the Global Administrative Agent may deem appropriate) in
proportion to the aggregate principal amount of such offers; provided, however,
that no U.S. Lender shall be allocated a portion of any Competitive Bid Advance
which is less than the minimum amount which such U.S. Lender has indicated that
it is willing to accept. Allocations by the Global Administrative Agent of the
amounts of Competitive Bid Loans shall be conclusive in the absence of manifest
error. The Global Administrative Agent shall promptly, but in any event on the
same Business Day, notify each U.S. Lender of its receipt of a Competitive Bid
Borrowing Notice and the aggregate principal amount of such Competitive Bid
Advance allocated to each participating U.S. Lender.

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 Bid Rate Advance and any
Floating Rate Revolving 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 Global Administrative Agent on or before
noon (Chicago time), in the case of a Eurodollar Revolving Loan, or 10:00 a.m.
(Chicago time), in the case of a Floating Rate Revolving Loan, on a Business
Day, the Company may from time to time irrevocably elect, on, in the case of a
Eurodollar Revolving Loan, not less than three nor more than five, and in the
case of a Floating Rate Revolving 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 Revolving Loans be, in the case of Floating Rate Revolving Loans
converted into Eurodollar Revolving Loans or, in the

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case of Eurodollar Revolving Loans converted into Floating Rate Revolving Loans
or continued as Eurodollar Revolving Loans (in the absence of delivery of a
Continuation/Conversion Notice with respect to any Eurodollar Revolving Loan at
least three Business Days before the last day of the then current Interest
Period with respect thereto, such Eurodollar Revolving Loan shall, on such last
day, automatically convert to a Floating Rate Revolving 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 U.S.
Lenders and the Global Administrative Agent to extend Advances, effect Rate
Option selections and submit Competitive Bid Quotes based on telephonic notices
made by any Person or Persons the Global Administrative Agent or any U.S.
Lender in good faith believes to be acting on behalf of the Company. The
Company agrees to deliver promptly to the Global 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 Global Administrative Agent and the U.S. Lenders, the records of the Global
Administrative Agent and the U.S. 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 or the Competitive Bid Margin, as applicable) 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.

(i) Interest accrued and unpaid on each Floating Rate
Revolving Advance shall be payable on each Payment Date and on any date
on which such Floating Rate Revolving Advance is paid or prepaid,
whether due to acceleration or otherwise. Interest accrued on each
Eurodollar Revolving Advance shall be payable on the last day of its
applicable Interest Period and on any date on which such Eurodollar
Revolving Advance is prepaid, whether due to acceleration or otherwise.
Interest accrued on each Eurodollar Revolving 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.

(ii) Interest on the outstanding principal amount of
Competitive Bid Loans shall be payable on the Stated Maturity Date for
each such Competitive Bid Loan; provided, however, that in the case of a
Eurodollar Bid Rate Advance having an Interest Period longer than three
(3) months, interest accrued on such Eurodollar Bid Rate Advance shall
also be payable on the last day of each three-month interval during such
Interest Period.

Interest shall be payable for the day an Advance is made but not for the day of
any payment on the amount paid if payment is received prior to noon (local
time) at the place of payment. If any payment of principal of, or interest on,
an Advance shall become due on a day which is not a Business Day, such payment
shall be made on the next succeeding Business Day (except as provided in the
definition of Interest Period) and, in the case of a principal payment, such
extension of time shall be included in computing interest in connection with
such payment.

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

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

3.11. Non-Receipt of Funds by the Global Administrative Agent. Unless
the Company or a U.S. Lender, as the case may be, notifies the Global
Administrative Agent prior to the date on which it is scheduled to make payment
to the Global Administrative Agent of (i) in the case of a U.S. 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 Global Administrative Agent for the
account of the U.S. Lenders or any Agent, that it does not intend to make such
payment, the Global Administrative Agent may assume that such payment has been
made. The Global 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 U.S. Lender or the Company, as the case may be, has
not in fact made such payment to the Global Administrative Agent, the recipient
of such payment shall, on demand by the Global Administrative Agent, repay to
the Global 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 Global Administrative Agent until
the date the Global Administrative Agent recovers such amount at a rate per
annum equal to (i) in the case of payment by a U.S. 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.

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

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

(ii) in the event that the issuance, assumption or creation of
Borrowing Base Debt on any day which would cause a Debt Limit
Excession effective as of 5:00 pm. (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 constituting (and designated by the
Company in a notice to the Global Administrative Agent as
constituting) a permitted Sale under clause (iii) or (iv) of
Section 11.3 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.

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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 or, except if a
Commercial Paper Backup Exclusion Event has occurred and is continuing, the
borrowing of a Loan which is used exclusively to repay Commercial Paper
Obligations during such period shall not be deemed 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 U.S.
Lenders with respect to any principal and interest due in connection with
Revolving Loans, (ii) second, after all amounts described in clause (i) have
been satisfied, ratably among those U.S. Lenders for whom any payment of
principal and interest is due in connection with any Competitive Bid Loans and
(iii) third, after all amounts described in clauses (i) and (ii) 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 Global Administrative Agent in the case of a Eurodollar Advance, or upon
one (1) Business Day's prior notice to the Global 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 Revolving Loans and Competitive Bid 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 U.S. Lenders
with respect to any principal and interest due in connection with Revolving
Loans, (ii) second, after all amounts described in clause (i) have been
satisfied, ratably among those U.S. Lenders for whom any payment of principal
and interest is due in connection with any Competitive Bid Loans and (iii)
third, after all amounts described in clauses (i) and (ii) have been satisfied,
ratably to any other Obligations then due; provided, further, that if, at the
time of any such prepayment, any Default shall have occurred and shall be
continuing, then the holders of the Obligations shall share such prepayment on
a pro rata basis, based on the respective amount of Obligations owing to each
such holder (whether or not matured and currently payable and whether
consisting of principal, accrued interest, fees, expenses, indemnities or other
types of Obligations) as of the date of occurrence of such Default.

4.3. Method of Payment. All payments of principal, interest, and fees
hereunder shall be made by noon (Chicago time) on the date when due in
immediately available funds to the Global Administrative Agent at the Global
Administrative Agent's address specified pursuant to Article XVIII, or at any
other single Lending Installation of the Global Administrative Agent specified
not less than five (5) days prior to the date when due in writing by the Global
Administrative Agent to the Company and shall be applied (i) first, ratably
among the U.S. Lenders with respect to any principal and interest due in
connection with Revolving Loans, (ii) second, after all amounts described in
clause (i) have been satisfied, ratably among those U.S. Lenders for whom any
payment of principal and interest is due in connection with any Competitive Bid
Loans and (iii) third, after all amounts described in clauses (i) and (ii) 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 U.S. Lender, the timely receipt of any payment
by the Global Administrative Agent from the Company for the account of such
U.S. Lender shall constitute receipt by such U.S. Lender. Each payment
delivered to the Global Administrative Agent for the account of any U.S. Lender
shall be delivered promptly by the Global Administrative Agent to such U.S.
Lender in the same type of funds which the

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Global Administrative Agent received at its address specified pursuant to
Article XVIII or at any Lending Installation specified in a notice received by
the Global Administrative Agent from such U.S. Lender. Each of the Company and
the Global Administrative Agent shall be deemed to have complied with this
Section 4.4 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 U.S. 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 U.S.
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; and provided, further,
that, during the existence of either the Australian Credit Agreement or the
Canadian Credit Agreement, the amount of the Aggregate Commitment may not be
reduced to an amount less than $500,000,000. 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 U.S. Lender with such,

(a) imposes or increases or deems applicable any reserve,
assessment, insurance charge, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit
extended by, any U.S. 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 U.S. Lender or any applicable Lending
Installation of making, funding or maintaining Loans or reduces any
amount receivable by any U.S. Lender or any applicable Lending
Installation in connection with Loans, or requires any U.S. 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 U.S. Lender,

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

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6.2. Availability of Rate Options. If any U.S. 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 Global Administrative Agent shall suspend the
availability of the Eurodollar Rate with respect to such U.S. Lender until such
time as such situation is no longer the case, (ii) any Eurodollar Loans from
such U.S. 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 U.S.
Lender(s) and Eurodollar Loans made by each other U.S. Lender. If the Required
Lenders reasonably determine that deposits of a type or maturity appropriate to
match fund Eurodollar Advances are not available, the Global 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 Global
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 U.S. Lenders,
the Company will indemnify each U.S. 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 U.S. Lender would have incurred with respect to
such Eurodollar Advance had such prepayment or failure to fund not occurred).

6.4. Lending Installations. Each U.S. Lender may book its Loans at
any Lending Installation selected by such U.S. 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 U.S. Lender for the benefit of such Lending Installation. Each U.S.
Lender may, by written or telex or facsimile notice to the Global
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 U.S. Lender shall designate an
alternate Lending Installation with respect to its Eurodollar Loans to reduce
any liability of the Company to such U.S. 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 U.S. Lender in the sole
opinion of such U.S. Lender.

6.5. Increased Capital Costs. If any change in, or the introduction,
adoption, effectiveness, interpretation, reinterpretation or phase-in of, any
law or regulation, directive, guideline, decision or request (whether or not
having the force of law) of any court, central bank, regulator or other
governmental authority affects or would affect the amount of capital required
or expected to be maintained by any U.S. Lender or any Person controlling such
U.S. Lender, and such U.S. 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 U.S. Lender is
reduced to a level below that which such U.S. 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 U.S.
Lender to the Company, the Company shall immediately pay directly to such U.S.
Lender additional amounts sufficient to compensate such U.S. Lender or such
controlling Person for such reduction in rate of return. A statement of such
U.S. 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 U.S.
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

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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 U.S. 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 U.S. 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 Global Administrative Agent an
official receipt or other documentation satisfactory to the Global
Administrative Agent or the relevant Agent or U.S. Lender evidencing
such payment to such authority; and

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

Moreover, if any Taxes are directly asserted against any Agent or any U.S.
Lender, with respect to any payment received by it hereunder or in connection
herewith, the relevant Agent or U.S. 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 not such Taxes been
asserted.

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

Notwithstanding the foregoing, if any Agent or any U.S. Lender not
incorporated or organized under the laws of the United States of America, or a
state thereof, fails to timely deliver the forms required to be delivered
pursuant to Section 6.8 in a situation in which timely delivery of such forms
would eliminate some or all requirements for withholding of United States
federal income taxes by the Company or any Guarantor in connection with
payments under this Agreement or the other U.S. Loan Documents, then the
Company shall not be required to pay or reimburse to the U.S. Lender or Agent
any amount in respect of such Taxes withheld that would not have been required
to be withheld if such U.S. Lender or Agent had timely delivered such forms.

6.7. U.S. Lender Statements; Survival of Indemnity; Substitution of
U.S. Lenders; Limitation on Claims by U.S. Lenders. Each Agent and U.S. Lender
shall deliver to the Company and the Global Administrative Agent a written
statement of such Agent or U.S. 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 U.S.
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 U.S. 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 U.S. Lender shall deliver to the Company and the Global
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

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effort, require such U.S. 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 U.S. Lender, if a U.S. 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 Global
Administrative Agent and the Arrangers in the case of an entity that is not a
U.S. Lender, which consent shall not be unreasonably withheld, (iii) the
Company or such assignee shall have paid to the assigning U.S. 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 Global Administrative Agent pursuant to
Section 17.3(b) and (iv) that nothing in the foregoing is intended or shall be
construed as obligating any U.S. Lender to locate such an assignee. The
Company shall not be required to pay to any U.S. 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 U.S. Lender notifies or bills the Company of or
for such amount.

6.8. Withholding Tax Exemption. At least five (5) Business Days prior
to the first date on which interest or fees are payable hereunder (but in no
event prior to the Global Effective Date) for the account of any U.S. Lender or
any Agent, each U.S. Lender or Agent that is not incorporated or organized
under the laws of the United States of America, or a state thereof, agrees that
it will deliver to each of the Company and the Global Administrative Agent two
(2) duly completed copies of United States Internal Revenue Service Form 1001
or 4224, certifying in either case that such U.S. Lender or Agent, as the case
may be, is entitled to receive payments under this Agreement and the Notes
without deduction or withholding of any United States federal income taxes.
Each U.S. Lender or Agent which so delivers a Form 1001 or 4224 further
undertakes to deliver to each of the Company and the Global Administrative
Agent two (2) additional copies of such form (or a successor form) on or before
the date that such form expires (currently, three (3) successive calendar years
for Form 1001 and one (1) calendar year for Form 4224) or becomes obsolete or
after the occurrence of any event requiring a change in the most recent forms
so delivered by it, and such amendments thereto or extensions or renewals
thereof as may be reasonably requested by the Company or the Global
Administrative Agent, in each case certifying that such U.S. Lender or Agent,
as the case may be, is entitled to receive payments under this Agreement and
the Notes without deduction or withholding of any United States federal income
taxes, unless an event (including without limitation any change in treaty, law
or regulation) has occurred prior to the date on which any such delivery would
otherwise be required which renders all such forms inapplicable or which would
prevent such U.S. Lender or Agent from duly completing and delivering any such
form with respect to it and such U.S. Lender or Agent, as the case may be,
advises the Company and the Global Administrative Agent that it is not capable
of receiving payments without any deduction or withholding of United States
federal income tax.

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 U.S. Loan Documents in respect of such obligation
only to the extent of the amount of the Agreed Currency which the relevant U.S.
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 U.S.
Lenders any deficiency in accordance with Section 6.9(a). For the foregoing
purposes "rate of exchange" means the rate at which the relevant U.S. Lender or

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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 U.S. 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
U.S. Lender or Agent, as applicable, is able to purchase on the Business Day
next following such receipt with the proceeds of such payment or payments in
accordance with its normal procedures and after deducting any premiums and
costs of exchange is less than the amount of the Agreed Currency due in respect
of such obligations immediately prior to such judgment or order, then the
Company or the Guarantor on demand shall, and the Company or the Guarantor
hereby agree to, indemnify and save the U.S. 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 U.S. 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 U.S. Lender to make Loans hereunder, are subject to
the conditions precedent that the following documents have been furnished to
the Global Administrative Agent, each in form and substance satisfactory to
each of the Global Administrative Agent and the Arrangers, and each (except for
the Notes, of which only one original of each type shall be signed for each
U.S. Lender) in sufficient number of duly executed signed counterparts (or
photocopies thereof) to provide one for the Global Administrative Agent, the
Arrangers and each U.S. Lender:

(i) Copies of the Articles of Incorporation of each of the
Company and MW Petroleum, together with all amendments, and certificates
of good standing, all of the foregoing certified by the appropriate
governmental officer in their respective 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 each of the Company and MW Petroleum, of their respective by-laws and
of their respective Board of Directors' resolutions (and resolutions of
other bodies, if any are deemed necessary by counsel for the Global
Administrative Agent) authorizing the execution, delivery and
performance of the U.S. Loan Documents.

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

(iv) Written opinions of the Company's and MW Petroleum's
counsel acceptable to each of the Agents and the Arrangers, addressed to
the Agents and the U.S. 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
Arrangers.

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

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(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 Acknowledgment to Guaranty of MW Petroleum.

(viii) The opinion of ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, special counsel to
the Global Administrative Agent and the Arrangers, addressed to the
Agents and the Canadian Lenders, substantially in the form of Exhibit G
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 and no Downgrade
Condition has occurred and is continuing.

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

(xii) 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 U.S.
Lender to make Loans hereunder, are further conditioned upon satisfaction of
the following on or prior to the Global Effective Date:

(a) the Agents shall have received the fees to be received as
set forth in Section 2.4(b).

(b) Upon the effectiveness of this Agreement, all then
outstanding 1995 Loans shall be renewed, restated, extended and
converted into (but shall not be deemed to be repaid) Revolving Loans
under this Agreement; provided, however, that from and including the
Global Effective Date, the Eurodollar Spread applicable with respect to
such renewed, restated, extended and converted 1995 Loans shall be
determined pursuant to this Agreement, and provided further that in no
event shall the converted commitments of a Lender under the March 1995
Agreement exceed such Lender's Commitment hereunder or shall converted
outstanding 1995 Loans exceed the Aggregate Commitment of the Lenders
under this Agreement. The U.S. Lenders and the Agents hereby consent to
such repayments, renewals, restatements, extensions and conversions.

7.2. Each Advance. The U.S. 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 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 U.S.
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 U.S. Loan Documents or applicable laws, rules or regulations and
incident to the making of such Advance shall be satisfactory to the
Agents and the Arrangers and their respective counsel.

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

provided, however, notwithstanding the foregoing, except if a Commercial Paper
Backup Exclusion Event has occurred and is continuing, the Lenders shall be
required to make any Advance used exclusively to repay Commercial Paper
Obligations.

Each Borrowing Notice, Competitive Bid 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 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 U.S. 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 U.S. Loan Documents and to perform its respective obligations
thereunder. The execution and delivery by the Company and each Subsidiary of
the U.S. 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 U.S. 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 U.S. 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 U.S. Loan
Documents.

8.4. Financial Statements. The consolidated financial statements of
the Company dated December 31, 1995 heretofore delivered to the U.S. 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 Company and the Subsidiaries at such
date and the consolidated results of their operations for the period then
ended.

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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 MW Petroleum 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 United
States federal tax returns and all other tax returns which are required to be
filed and have paid all taxes due pursuant to said returns or pursuant to any
assessment received by the Company or any Subsidiary, except such taxes, if
any, as are being contested in good faith and as to which adequate reserves
have been provided. The United States income tax returns of the Company and
the Subsidiaries (other than MW Petroleum and MWJR) have been audited by 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, 1990. 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. ERISA. The Unfunded Liabilities of all Plans do not in the
aggregate exceed $10,000,000. Each Plan complies in all material respects with
all applicable requirements of law and regulations, no Reportable Event has
occurred with respect to any Plan, neither the Company nor any other members of
the Controlled Group has withdrawn from any Plan or initiated steps to do so,
and no steps have been taken to terminate any Plan.

8.10. Accuracy of Information. No information, exhibit or report
furnished by the Company or any Subsidiary to any Agent or to any U.S. Lender
in connection with the negotiation of, or compliance with, the U.S. 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. Regulation-U. Margin stock (as defined in Regulation U)
constitutes less than 25% of those assets of the Company and the Subsidiaries
which are subject to any limitation on sale, pledge, or other restriction
hereunder.

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

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

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

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

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

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

8.17. Post-Retirement Benefits. The present value of the expected cost
of post-retirement medical and insurance benefits payable by the Company and
its Subsidiaries to its employees and former employees, as estimated by the
Company in accordance with procedures and assumptions deemed reasonable by the
Agents, does not exceed $10,000,000.

8.18. Solvency. As of the Global Effective Date, (i) the Company is
Solvent, (ii) the Consolidated Subsidiaries of the Company on a consolidated
basis are Solvent, (iii) the consolidated Borrowing Base Subsidiaries of the
Company on a consolidated basis are Solvent, and (iv) 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
U.S. 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;

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

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

(e) no property now or previously owned, leased or operated by
the Company or any Subsidiary is listed or proposed for listing on the
National Priorities List pursuant to CERCLA, or, to the extent that such
listing, singly or in the aggregate, results in a Material Adverse
Effect, on the CERCLIS or on any other federal or state list of sites
requiring investigation or clean-up;

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

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

(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 to the Global Administrative Agent and the
U.S. Lenders:

(a) As soon as available and in any event within 90 days after
the close of each of its fiscal years, an unqualified audit report
certified by independent certified public accountants, acceptable to the
Required Lenders, prepared in accordance with generally accepted
accounting principles on a consolidated basis for itself and its
Consolidated Subsidiaries, 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, accompanied by a certificate
of said accountants to the effect that, in the course of their
examination necessary for their certification of the foregoing, they
have obtained no knowledge of any Default, Unmatured Default or Debt
Limit Excession, or if, in the

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opinion of such accountants, any Default, Unmatured Default or Debt
Limit Excession shall exist, stating the nature and status thereof.

(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 itself and its Consolidated Subsidiaries, consolidated
unaudited balance sheets as at the close of each such period and
consolidated profit and loss and reconciliation of surplus statements
and a statement of cash flows for the period from the beginning of such
fiscal year to the end of such quarter.

(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 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 Company'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 Company'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),
an Approved Engineers' Report or a Company'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 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 Company or any Subsidiary files with the
Securities and Exchange Commission.

(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 Company
and its Subsidiaries certified by an Authorized Officer of the Company
and in a format consistent with the Projections and otherwise in form
and substance satisfactory to the Global Administrative Agent and the
Arrangers.

(j) At the request of the Global 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
Company.

(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 certifying to the Global Administrative Agent and the
U.S. Lenders the Debt/Capitalization Ratio and the calculation thereof
as of the last day of the immediately preceding calendar quarter.

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

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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 U.S. 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, the Company will furnish
or cause to be furnished to the Global 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
copies of the applicable policies. In the case of any fire, accident or other
casualty causing loss or damage to any property of the Company or any of its
Subsidiaries, the proceeds of such policies will be used (i) to repair or
replace the damaged property or (ii) to prepay the Obligations, at the election
of the Company.

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

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

9.9. Inspection. The Company will, and will cause each Subsidiary to,
permit the U.S. 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 U.S. Lenders may designate. Any
information received by the U.S. Lenders as a result of the foregoing shall be
included in information subject to the confidentiality provisions set forth in
Exhibit J hereto.

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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, the Company shall at its own expense from time to time
cause (i) each of its Borrowing Base Subsidiaries organized under the laws of
the United States and (ii) after the occurrence of any Material Adverse Effect
or Downgrade Condition, each of its Subsidiaries organized under the laws of
the United States, to deliver to the Global Administrative Agent a duly
executed Guaranty, substantially in the form of Exhibit L, together with such
related documents and opinions as the Global 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 Global 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 Global 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
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 may reasonably request from time to time to evidence
compliance with this 9.12.

9.13. Further Assurances. The Company will cure and will cause its
respective Subsidiaries to cure promptly any defects in the creation and
issuance of any Obligations and the execution and delivery of any Guaranty.
The Company and each Subsidiary will at its expense promptly execute and
deliver to the Global Administrative Agent 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 U.S. Loan Document.

ARTICLE X

FINANCIAL COVENANTS

10.1. Consolidated Tangible Net Worth. The Company 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 Company 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 Company's consolidated balance sheet).

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10.2. Ratio of EBITDDA to Consolidated Interest. The Company 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) Other Indebtedness of Apache Egypt, Phoenix Egypt or their
successors to IFC in a maximum aggregate principal amount of
$75,000,000, together with interest, fees and expenses related thereto;

(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.

11.2. Merger. The Company will not, nor will it permit any Borrowing
Base Subsidiary to, 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 merger (and if a merger 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 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 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 merger or
consolidation involving MW Petroleum or any other Guarantor, such Person
shall at its own expense deliver to the Global Administrative Agent a
duly executed

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Guaranty, substantially in the form of Exhibit L, together with such
related documents and opinions as the Global Administrative Agent may
request; and

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

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

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

(ii) Sales of Properties (other than Hydrocarbon inventory and
severed oil and gas in the ordinary course of business) and Sales of any
Borrowing Base Subsidiary which have an aggregate fair market value (or,
with respect to the Sale of a Borrowing Base Subsidiary, the amount
allocated to such Sale pursuant to Section 2.3(f)) 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.

(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 Borrower to the Global 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)) 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;
provided, however, that concurrently with any such Sale the Global
Borrowing Base shall be reduced pursuant to Section 2.3(f), and the
Company shall make any mandatory prepayment required pursuant to Section
4.1(a)(iii).

(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 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), and (B) the
Company shall make a mandatory prepayment pursuant to Section
4.1(a)(iii). In the event the Company or any Subsidiary proposes to
consummate a Sale of any Property or any Borrowing Base Subsidiary
pursuant to this Section, the Company shall promptly notify the Global
Administrative Agent, which in turn shall notify the Engineering Banks,
the Australian Administrative Agent (for its own behalf and on behalf of
the Australian Lenders), the Canadian Administrative Agent (for its own
behalf and on behalf of the Canadian Lenders) and the U.S. Lenders, of
such proposed Sale, which notice shall describe such Property or
Borrowing Base Subsidiary to be included in such Sale and, if known, the
proposed terms of such Sale. In connection therewith the Company shall
deliver to the Global Administrative Agent, which in turn shall notify
the Engineering Banks, the Australian Administrative Agent (for its own
behalf and on behalf of the Australian Lenders), the Canadian
Administrative Agent (for its own behalf and on behalf of the Canadian
Lenders) and the U.S. Lenders, such reports and information concerning
such Property or such Borrowing Base Subsidiary (which may include in
the Engineering Banks' sole discretion an Approved Engineers' Report or
a Company's Engineers' Report as of such date) and such Sale as each of
the Engineering Banks shall deem appropriate in its sole discretion.
Promptly following receipt of such report and information, the
Engineering Banks shall make a recommendation (and the Global
Administrative Agent shall notify the U.S. Lenders, the Australian
Administrative Agent (for its own behalf and on behalf of the Australian
Lenders) and the Canadian Administrative Agent (for its own behalf and
on behalf of the Canadian Lenders) in writing of such recommendation) of
whether they approve of such Sale and, if so approved, the amount of the
reduction in the Global Borrowing Base as a result of such Sale pursuant
to Section 2.3(f)); provided, however, that in

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no event shall the Global Borrowing Base be reduced by an amount in
excess of the proceeds of such Sale net of costs, charges, and taxes
incidental to such Sale, as provided in Section 2.3(f) for Sales
pursuant to clause (iii) of Section 11.3. Each Combined Lender shall
notify the Global Administrative Agent in writing, by telex or by
facsimile transmission whether it approves or disapproves (which
approval or disapproval shall be made by each Combined Lender in the
exercise of its sole discretion) of such recommendation and of such Sale
within ten (10) Business Days of its receipt of such recommendation from
the Global Administrative Agent, the Australian Administrative Agent or
the Canadian Administrative Agent, respectively; provided, that any
Combined Lender which does not so notify the Global Administrative Agent
shall be deemed to have approved of such Sale and such reduction in the
Global Borrowing Base. Upon the approval of the Combined Required
Lenders, the Global Administrative Agent shall promptly notify the
Company, the Australian Administrative Agent and the Canadian
Administrative Agent of such approval and the amount of the reduction in
the Global Borrowing Base as a result of such Sale.

(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.

provided, however, notwithstanding the foregoing, Sales by the Australian
Borrowers permitted under clauses (ii) and (iii) of this Section shall not have
an aggregate fair market value in excess of $5,000,000 for all such Sales
during any period occurring between successive dates of determination of the
Global Borrowing Base pursuant to Section 2.3.

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:

(a) by endorsement of instruments for deposit or collection in
the ordinary course of business;

(b) Guaranteed Obligations of the Company to the IFC existing
as of the date hereof relating to Apache Egypt, Phoenix Egypt or their
successors not exceeding $75,000,000 in the aggregate principal amount,
together with interest, fees and expenses related thereto;

(c) Guaranteed Obligations of the Company and any of its
Subsidiaries to or in respect of Producers Energy which when aggregated
with the Investments of the Company and any of its Subsidiaries
permitted with respect to Producers Energy pursuant to subsection
11.10(c) do not exceed $30,000,000 in the aggregate;

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:

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(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.

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

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

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

11.6. Restricted Payments, etc. On and at all times after the Global
Effective Date the Company will not and will not permit any of its Borrowing
Base Subsidiaries to make any optional payment or prepayment on, or redemption
of, or redeem, purchase or defease prior to its stated maturity, any
Indebtedness other than Indebtedness incurred under this Agreement or the other
U.S. 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

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which is not one of its Affiliates; provided, however, that this Section shall
not apply to Apache Series 1996-A Trust, a Delaware business trust, Apache
Offshore Investment Partnership, a Delaware general partnership, Apache
Offshore Petroleum Limited Partnership, a Delaware limited partnership, Apache
Petroleum Limited Partnership 1980-I, a Minnesota limited partnership, Apache
Petroleum Limited Partnership 1980-II, a Minnesota limited partnership, Main
Pass 151 Pipeline Company, a Texas general partnership, Tranpache Partnership,
a Texas general partnership, and Apache 681/682 Joint Venture, a Texas joint
venture.

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 U.S. Loan Document;
provided, however, that, notwithstanding the foregoing, the terms and
conditions of the Global Loan Documents shall not cause Apache Canada, Apache
Energy Limited or Apache Oil Australia, respectively, or any of their
Subsidiaries to violate the terms and provisions of this Section.

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 (including, without limitation,
Investments of the Company and any of its Borrowing Base Subsidiaries in
Producers Energy which when aggregated with the Guaranteed Obligations
of the Company and any of its Subsidiaries permitted pursuant to
subsection 11.4(c) do not exceed $30,000,000 in the aggregate);

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

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

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 U.S. 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
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 U.S. Lenders, the Global
Administrative Agent, the Co-Agent, the Arrangers or the Engineering Banks
under or in connection with this Agreement, any Loan, any U.S. Loan Document,
or any certificate, or, information delivered in connection with this
Agreement, any other U.S. 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 Notes, Fees and other Obligations. Nonpayment of
principal of any Note when due; or nonpayment of interest upon any Note or of
any facility fee or other Obligation under any of the U.S. 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

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

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

12.7. Voluntary Dissolution and Insolvency Proceedings and Actions.
The Company or any Subsidiary shall (a) have an order for relief entered with
respect to it under Federal bankruptcy 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 bankruptcy 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; and, provided, further, that, if any of the foregoing shall
occur with respect to Apache Egypt, it shall not constitute a Default
hereunder.

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; and, provided, further, that, if any of the foregoing
shall occur with respect to Apache Egypt, it shall not constitute a Default
hereunder.

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

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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;
and, provided, further, that, if any of the foregoing shall occur with respect
to Apache Egypt, it shall not constitute a Default hereunder.

12.11. Plans. The Unfunded Liabilities of all Plans shall exceed in the
aggregate $10,000,000.

12.12. Other Defaults Under U.S. Loan Documents. The occurrence of any
default by any party to the U.S. Loan Documents (other than any Agent or
Lender) under any U.S. Loan Document (other than this Agreement or the Notes)
or the breach of any of the terms or provisions by any party to the U.S. Loan
Documents (other than any Agent or Lender) of any U.S. 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 U.S. Loan Documents. Any U.S. 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 U.S. Loan Document.

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

ARTICLE XIII

ACCELERATION, WAIVERS, AMENDMENTS, REMEDIES; RELEASES

13.1. Acceleration. If any Default described in Section 12.7 or 12.8
occurs with respect to the Company, (a) the obligations of the U.S. Lenders to
make Loans hereunder shall automatically terminate, (b) the Commitments of each
of the U.S. 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 U.S. Lender and 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 (c) the Agents and the U.S. Lenders and each of them shall be able
to exercise any rights available to it or them under the U.S. Loan Documents or
by law. If any other Default occurs, (x) the Required Lenders may terminate or
suspend the obligations of the U.S. Lenders to make Loans hereunder, or reduce
the Commitment of each of the U.S. 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 U.S. Lenders and each of them shall be able
to exercise any rights available to it or them under the U.S. Loan Documents,
the Guaranty or by law. The Global 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 Global 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 U.S. Loan Documents or changing in any manner the rights and remedies of
the U.S. Lenders or the Company hereunder or waiving any Default hereunder;
provided, however that Sections 2.3 and the related definitions in Section 1.1
shall not be changed without the prior written consent of the Combined Required
Lenders; provided further, that no such supplemental agreement shall, without
the consent of each U.S. Lender affected thereby:

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

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

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(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 U.S. Lender hereunder or
permit the Company to assign its rights or obligations under this
Agreement or under any other U.S. 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 Global Administrative
Agent may waive payment of the fee required under Section 17.3(b) without
obtaining the consent of any of the U.S. Lenders.

13.3. Preservation of Rights. All remedies contained in the U.S. Loan
Documents or afforded by law shall be cumulative and all shall be available to
the Agents and the U.S. Lenders until the Obligations have been paid in full.
No delay or omission of the U.S. Lenders, the Agents or any of them to exercise
any right under the U.S. 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 U.S. Loan Documents whatsoever shall be valid unless in
writing signed by the U.S. Lenders and the Agents required pursuant to Section
13.2, and then only to the extent specifically set forth in such writing.
Notwithstanding the foregoing or any other provision of this Agreement, each of
the various written consents provided by the Global Administrative Agent on
behalf of the U.S. Lenders, or any group of U.S. Lenders, with respect to the
March 1995 Agreement shall remain in full force and effect according to its
terms.

ARTICLE XIV

GENERAL PROVISIONS

14.1. Survival of Representations. All representations and warranties
of the Company, MW Petroleum and any other Subsidiary contained in the July
1991 Agreement, the April 1992 Agreement, the April 1994 Agreement, the March
1995 Agreement, this Agreement, or in any other U.S. Loan Document shall
survive the delivery of the Notes and the making of the Loans herein
contemplated until all the Obligations have been paid and this Agreement has
been terminated.

14.2. Governmental Regulation. Anything contained in this Agreement to
the contrary notwithstanding, no U.S. 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 U.S. Loan Documents shall be paid by the Company, together
with interest and penalties, if any.

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

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

14.6. Several Obligations. The respective obligations of the U.S.
Lenders hereunder are several and not joint and no U.S. Lender shall be the
partner or agent of any other (except to the extent to which an Agent is
authorized to

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act as such). The failure of any U.S. Lender to perform any of its obligations
hereunder shall not relieve any other U.S. Lender from any of its obligations
hereunder. This Agreement is not intended to, and shall not be construed so as
to, confer any right or benefit upon any Person other than the parties to this
Agreement and their respective successors and assigns.

14.7. Reimbursement of Costs and Expenses; Indemnification.

(a) Reimbursement of Costs and Expenses. The Company shall reimburse
each Agent for any reasonable costs and out-of-pocket expenses (including fees
and expenses of consultants and attorneys' fees and expenses for such Agent)
paid or incurred by such Agent in connection with the preparation, review,
execution, delivery, amendment, modification and administration of the U.S.
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 U.S. Lenders for any reasonable costs and out-of-
pocket expenses (including attorneys' fees and expenses for the Agent and the
U.S. Lenders) paid or incurred by any Agent or any U.S. Lender in connection
with the collection and enforcement of the U.S. Loan Documents.

(b) Indemnification. In consideration of the execution and delivery
of this Agreement by each U.S. Lender and the extension of the Commitments, the
Company hereby indemnifies, exonerates and holds each Agent and each U.S.
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 U.S. Lender or any
Indemnified Person is a party thereto and all other attorneys' fees and
disbursements) ("Claims") which any of them may pay or incur as a result of,
arising out of, or relating to,

(i) this Agreement, the other U.S. 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 U.S. Lender is party thereto;

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

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

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

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

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(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 Global
Administrative Agent with sufficient counterparts so that the Global
Administrative Agent may furnish one to each of the U.S. Lenders and each of
the Agents.

14.9. Severability of Provisions. Any provision in any U.S. 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 U.S. Loan Documents are
declared to be severable.

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

14.11. CHOICE OF LAW. THE U.S. LOAN DOCUMENTS (OTHER THAN THOSE
CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE
OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

14.12. CONSENT TO JURISDICTION. ANY LITIGATION BASED HEREON, OR ARISING
OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER U.S. LOAN
DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF ANY AGENT, THE U.S. LENDERS OR THE COMPANY
SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF
ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF
ILLINOIS; 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 STATE OF ILLINOIS AND THE UNITED STATES
DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY
SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY
JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. THE COMPANY
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL,
POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF
ILLINOIS. 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,

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THE COMPANY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER U.S. LOAN DOCUMENTS.

14.13. Confidentiality. Each U.S. 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 J hereto. In addition to the disclosures permitted in such provisions,
the U.S. 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 U.S. Loan Document, Chase
is hereby appointed Co-Agent hereunder and under each other U.S. Loan Document,
First Chicago Capital Markets, Inc. is hereby appointed as an Arranger
hereunder and under each other U.S. Loan Document, Chase Securities Inc. is
hereby appointed as an Arranger hereunder and under each other U.S. Loan
Document, and each of First Chicago and Chase is appointed as an Engineering
Bank hereunder and each of the U.S. 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 U.S. Lender by reason of this
Agreement or any of the other U.S. Loan Documents.

15.2. Powers. Each Agent shall have and may exercise such powers under
this Agreement and the other U.S. 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 U.S.
Lenders, or any obligation to the U.S. Lenders to take any action thereunder
except any action by an Agent specifically provided by the U.S. 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 U.S. 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 U.S. 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 U.S. Loan Document or
any borrowing hereunder; (ii) the performance or observance of any of the
covenants or agreements of any obligor under any U.S. 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 U.S. Loan Document or any other agreement,
instrument or writing furnished in connection therewith.

15.5. Action on Instructions of U.S. Lenders. Each Agent shall in all
cases be fully protected in acting, or in refraining from acting, hereunder and
under any other U.S. 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 U.S. 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 U.S. Loan Document by or
through employees, agents, and attorneys-in-fact and shall not be answerable to
the U.S. 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

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to advice of counsel concerning all matters pertaining to the agency hereby
created and its respective duties hereunder and under any other U.S. 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 U.S. Lender agrees to
reimburse and indemnify each of the Global Administrative Agent, each Arranger
and each Engineering Bank ratably in proportion to such U.S. 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 U.S. 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 U.S. 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 U.S. 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 U.S. 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 U.S. Loan Document as any U.S. Lender
and may exercise the same as though it did not hold such role, and the term
"U.S. Lender" or "U.S. 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. U.S. Lender Credit Decision. Each U.S. Lender acknowledges that
it has, independently and without reliance upon any Agent or any other U.S.
Lender and based on the financial statements prepared by the Company 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 U.S.
Loan Documents. Each U.S. Lender also acknowledges that it will, independently
and without reliance upon any Agent or any other U.S. 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 U.S. 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 U.S. 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 U.S. Lenders, a U.S. 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 U.S. Lenders, a U.S. 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 U.S. 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 U.S. 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 U.S. Loan Documents.

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ARTICLE XVI

SETOFF; RATABLE PAYMENTS

16.1. Setoff. In addition to, and without limitation of, any rights of
the U.S. Lenders under applicable law, if the Company becomes insolvent,
however evidenced, or any Default or Unmatured Default occurs, any indebtedness
from any U.S. 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 U.S. Lender,
whether or not the Obligations, or any part hereof, shall then be due and
payable.

16.2. Ratable Payments. If any U.S. 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 (except for payments made with respect to 1995 Loans which
are outstanding on the Global Effective Date pursuant to Section 7.1(d)), such
U.S. Lender agrees, promptly upon demand, to purchase a portion of the Loans
held by the other U.S. Lenders so that after such purchase each U.S. Lender
will hold its ratable proportion of such type of Loans. If any U.S. 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 U.S. Lender agrees, promptly
upon demand, to take such action necessary such that all U.S. Lenders share in
the benefits of such collateral ratably in proportion to the Obligations owing
to each of them. In case any such payment is disturbed by legal process, or
otherwise, appropriate further adjustments shall be made.

ARTICLE XVII

BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

17.1. Successors and Assigns. The terms and provisions of the U.S.
Loan Documents shall be binding upon and inure to the benefit of the Company,
the Agents and the U.S. Lenders and their respective successors and assigns,
except that the Company shall not have the right to assign its rights or
obligations under the U.S. Loan Documents and any assignment by any U.S. Lender
must be made in compliance with Section 17.3. The Global 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
U.S. 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 U.S. 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 ("Participants") participating interests in any Loan owing to
such U.S. Lender, any Note held by such U.S. Lender, any Commitment of such
U.S. Lender or any other interest of such U.S. Lender under the U.S. Loan
Documents. In the event of any such sale by a U.S. Lender of participating
interests to a Participant, such U.S. Lender's Obligations under the U.S. Loan
Documents shall remain unchanged, such U.S. Lender shall remain solely
responsible to the other parties hereto for the performance of such
obligations, such U.S. Lender shall remain the holder of any such Note or
Obligation for all purposes under the U.S. Loan Documents, and the Company and
the Agents shall continue to deal solely and directly with such U.S. Lender in
connection with such U.S. Lender's rights and obligations under the U.S. Loan
Documents.

(b) Each U.S. Lender shall retain the sole right to approve, without
the consent of any Participant, any amendment, modification or waiver of any
provision of the U.S. Loan Documents other than any amendment,

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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 U.S. Loan Documents to the same extent as
if the amount of its participating interest were owing directly to it as a U.S.
Lender under the U.S. Loan Documents, provided that each U.S. 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 U.S. 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 U.S. 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 U.S.
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 U.S. Lender would have been entitled to receive in
respect of the amount of the participation transferred by such transferor U.S.
Lender to such Participant had no such transfer occurred.

17.3. Assignments.

(a) Any U.S. 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 ("Purchasers") all or any part of its rights and obligations
under the U.S. Loan Documents subject to a minimum of $15,000,000 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 U.S. 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 Global
Administrative Agent shall also be required prior to an assignment becoming
effective with respect to a Purchaser which is not a U.S. Lender. 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 Global 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 Global 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
U.S. 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 U.S.
Lender, party to this Agreement and any other U.S. Loan Document, including,
without limitation, the Intercreditor Agreement, executed by the U.S. Lenders,
and shall have all the rights and obligations of a U.S. Lender under the U.S.
Loan Documents, including, without limitation, the Intercreditor Agreement, to
the same extent as if it were an original party hereto shall be deemed a U.S.
Lender for all purposes of the U.S. Loan Documents, including, without
limitation, the Intercreditor Agreement, and no further consent or action by
the Company, the U.S. Lenders or any Agent shall be required to release the
transferor U.S. Lender, with respect to the percentages of the Commitment, and
the Loans assigned to such Purchaser and the transferor U.S. Lender shall
henceforth be so released, and each reference herein and in the other U.S. Loan
Documents, including, without limitation, the Intercreditor Agreement, to the
transferor U.S. 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 U.S. 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.

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(c) The provisions of the foregoing clauses (a) and (b) shall not
apply to or restrict, or require the consent of or notice to any Person to
effectuate, the pledge or assignment by any Agent or U.S. Lender of its rights
or obligations under any U.S. Loan Documents to any Federal Reserve Bank.

17.4. Dissemination of Information. The Company authorizes each Agent
and each U.S. Lender to disclose to any Participant or Purchaser or any other
Person acquiring an interest in the U.S. Loan Documents by operation of law
(each a "Transferee") and any prospective Transferee any and all information in
such U.S. 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.

17.5. Tax Treatment. If any interest in any U.S. Loan Document is
transferred to any Transferee which is organized under the laws of any
jurisdiction other than the United States or any State thereof, the transferor
U.S. Lender shall cause such Transferee, concurrently with the effectiveness of
such transfer, to comply with the provisions of Section 6.8.

ARTICLE XVIII

NOTICES

18.1. Giving Notice. Except as otherwise permitted by Section 4.5 with
respect to borrowing notices, all notices and other communications provided to
any party hereto under this Agreement or any other U.S. Loan Document shall be
in writing or by telex or by facsimile and addressed or delivered to such party
at its address set forth below its signature hereto or at such other address as
may be designated by such party in a notice to the other parties. Any notice,
if mailed and properly addressed with postage prepaid, shall be deemed given
when received; any notice, if transmitted by telex or facsimile, shall be
deemed given when transmitted (answerback confirmed in the case of telexes).

18.2. Change of Address. The Company, each Agent, and each U.S. 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 U.S. Lenders and each party has notified 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 U.S. LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[SIGNATURES BEGIN ON FOLLOWING PAGE]

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

APACHE CORPORATION

By: /s/ APACHE CORPORATION
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Treasurer

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

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

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

with a copy to:

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

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

[SIGNATURE PAGE TO U.S. CREDIT AGREEMENT]

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FIRST CHICAGO CAPITAL MARKETS, INC.,
as Arranger

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

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

Attention: ▇▇. ▇▇▇▇▇▇ ▇. Both

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

[SIGNATURE PAGE TO U.S. CREDIT AGREEMENT]

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CHASE SECURITIES INC., as Arranger

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

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

Attention: ▇▇▇▇ ▇▇▇▇▇▇▇

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

[SIGNATURE PAGE TO U.S. CREDIT AGREEMENT]

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Commitments THE FIRST NATIONAL BANK OF CHICAGO,
----------- Individually and as Global Administrative
Agent and Engineering Bank
$60,000,000

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 U.S. CREDIT AGREEMENT]

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$50,000,000 THE CHASE MANHATTAN BANK, Individually and
as Co-Agent and 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 U.S. CREDIT AGREEMENT]

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$40,000,000 BANK OF MONTREAL, as a U.S. Lender and as
Lead Manager

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

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

Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

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

[SIGNATURE PAGE TO U.S. CREDIT AGREEMENT]

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$35,000,000 ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK,
as a U.S. Lender

By: /s/ ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK
----------------------------------------
Name:
Title:

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

Attention: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

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

[SIGNATURE PAGE TO U.S. CREDIT AGREEMENT]

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$60,000,000 NATIONSBANK OF TEXAS, N.A., as a
U.S. Lender and as Lead Manager

By: /s/ NATIONSBANK OF TEXAS, N.A.
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President

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

Attention: ▇▇▇▇▇ ▇▇▇▇▇▇

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

With a copy to:

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

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

[SIGNATURE PAGE TO U.S. CREDIT AGREEMENT]

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$35,000,000 ROYAL BANK OF CANADA, as a U.S. Lender

By: /s/ ROYAL BANK OF CANADA
----------------------------------------
Name:
Title:

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

Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

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

[SIGNATURE PAGE TO U.S. CREDIT AGREEMENT]

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$25,000,000 BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as a U.S. Lender

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

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

Attention: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

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

[SIGNATURE PAGE TO U.S. CREDIT AGREEMENT]

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$30,000,000 CIBC INC., as a U.S. Lender and as Lead
Manager

By: /s/ CIBC INC.
----------------------------------------
Name:
Title:

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

Attention: Credit Administration

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

With a copy to:

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

Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

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

[SIGNATURE PAGE TO U.S. CREDIT AGREEMENT]

S - 11
80

$45,000,000 SOCIETE GENERALE, SOUTHWEST AGENCY, as a
U.S. Lender

By: /s/ SOCIETE GENERALE, SOUTHWEST AGENCY
----------------------------------------
Name:
Title:

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

Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

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

With a copy to:

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

Attention: Loan Operations

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

[SIGNATURE PAGE TO U.S. CREDIT AGREEMENT]

S - 12
81

$40,000,000 ABN-AMRO BANK N.V. - HOUSTON AGENCY, as a
U.S. Lender

By: /s/ ABN-AMRO BANK N.V. - HOUSTON AGENCY
----------------------------------------
Name:
Title:

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

Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

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

[SIGNATURE PAGE TO U.S. CREDIT AGREEMENT]

S - 13
82

$20,000,000 ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ AGENCY, as
a U.S. Lender

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

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

Attention: F.C.H. ▇▇▇▇▇

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

With a copy to:

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

Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

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

[SIGNATURE PAGE TO U.S. CREDIT AGREEMENT]

S - 14
83

$40,000,000 CHRISTIANIA BANK OG KREDITKASSE, as a
U.S. Lender

By: /s/ CHRISTIANIA BANK OG KREDITKASSE
----------------------------------------
Name:
Title:

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

Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

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

[SIGNATURE PAGE TO U.S. CREDIT AGREEMENT]

S - 15
84

$15,000,000 CITIBANK, N.A., as a U.S. Lender

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

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

Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

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

with a copy to:

Mr. L. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

[SIGNATURE PAGE TO U.S. CREDIT AGREEMENT]

S - 16
85

$40,000,000 THE LONG-TERM CREDIT BANK OF JAPAN, LTD.,
as a U.S. Lender

By: /s/ THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
----------------------------------------
Name:
Title:

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

Attention: ▇▇▇▇▇ ▇▇▇▇▇▇

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

With a copy to:

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

Attention: ▇▇▇▇ ▇▇▇▇▇

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

[SIGNATURE PAGE TO U.S. CREDIT AGREEMENT]

S - 17
86

$40,000,000 UNION BANK OF SWITZERLAND, HOUSTON AGENCY,
as a U.S. Lender

By: /s/ UNION BANK OF SWITZERLAND, HOUSTON AGENCY
----------------------------------------
Name:
Title:

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

Attention: ▇▇▇▇▇ ▇▇▇▇▇

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

[SIGNATURE PAGE TO U.S. CREDIT AGREEMENT]

S - 18
87

$35,000,000 THE FIRST NATIONAL BANK OF BOSTON, as a
U.S. Lender

By: /s/ THE FIRST NATIONAL BANK OF BOSTON
----------------------------------------
Name:
Title:

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

Attention: ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇

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

[SIGNATURE PAGE TO U.S. CREDIT AGREEMENT]

S - 19
88

$35,000,000 BANQUE PARIBAS, as a U.S. Lender

By: /s/ BANQUE PARIBAS
----------------------------------------
Name:
Title:

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

Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

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

[SIGNATURE PAGE TO U.S. CREDIT AGREEMENT]

S - 20
89

$35,000,000 COLORADO NATIONAL BANK, as a U.S. Lender

By: /s/ COLORADO NATIONAL BANK
----------------------------------------
Name:
Title:

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

Attention: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇

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

[SIGNATURE PAGE TO U.S. CREDIT AGREEMENT]

S - 21
90

$35,000,000 THE FUJI BANK, LIMITED - HOUSTON AGENCY, as
a U.S. Lender

By: /s/ THE FUJI BANK, LIMITED - HOUSTON AGENCY
----------------------------------------
Name:
Title:

Address: One Houston Center
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇ ▇. ▇▇▇▇

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

[SIGNATURE PAGE TO U.S. CREDIT AGREEMENT]

S - 22
91

$35,000,000 UNION BANK OF CALIFORNIA, N.A., as a
U.S. Lender

By: /s/ UNION BANK OF CALIFORNIA, N.A.
----------------------------------------
Name:
Title:

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

Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.

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

---------------
$750,000,000

AGGREGATE
COMMITMENT

[SIGNATURE PAGE TO U.S. CREDIT AGREEMENT]

S - 23

1 EXHIBIT 10.1 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 31, 1996

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