APACHE CORP
FORM OF CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>h98574exv10w4.txt
<DESCRIPTION>FORM OF CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.4

                           [CANADIAN CREDIT AGREEMENT]

================================================================================

                                CREDIT AGREEMENT

                            dated as of June 3, 2002

                                      among

                               APACHE CANADA LTD.,

                            THE LENDERS PARTY HERETO,

                              JPMORGAN CHASE BANK,
                         as Global Administrative Agent,

                             BANK OF AMERICA, N.A.,
                          as Global Syndication Agent,

                                 CITIBANK, N.A.,
                         as Global Documentation Agent,

                              ROYAL BANK OF CANADA,
                        as Canadian Administrative Agent,

                           THE BANK OF NOVA SCOTIA and
                           THE TORONTO-DOMINION BANK,
                       as Canadian Co-Syndication Agents,

                                       and

                            BNP PARIBAS (CANADA) and
                       BAYERISCHE LANDESBANK GIROZENTRALE,
                      as Canadian Co-Documentation Agents,

                                   ----------

                          J.P. MORGAN SECURITIES INC.,
                       BANC OF AMERICA SECURITIES, LLC and
                           SALOMON SMITH BARNEY INC.,
                as Global Co-Lead Arrangers and Joint Bookrunners

================================================================================


<PAGE>


                                TABLE OF CONTENTS

<Table>
<S>                                                                                                             <C>
ARTICLE I             DEFINITIONS................................................................................1

         SECTION 1.1           Defined Terms.....................................................................1

         SECTION 1.2           Classification of Loans and Borrowings...........................................13

         SECTION 1.3           Terms Generally..................................................................13

         SECTION 1.4           Accounting Terms; GAAP...........................................................14

ARTICLE II            THE CREDITS...............................................................................14

         SECTION 2.1           Commitments......................................................................14

         SECTION 2.2           Loans and Borrowings.............................................................14

         SECTION 2.3           Requests for Borrowings..........................................................15

         SECTION 2.4           [Intentionally omitted]..........................................................16

         SECTION 2.5           Funding of Borrowings............................................................16

         SECTION 2.6           Extension of Maturity Date and of Commitments....................................16

         SECTION 2.7           Interest Elections...............................................................18

         SECTION 2.8           Termination and Reduction of Commitments.........................................19

         SECTION 2.9           Repayment of Loans; Evidence of Debt.............................................20

         SECTION 2.10          Prepayment of Loans..............................................................21

         SECTION 2.11          Fees.............................................................................21

         SECTION 2.12          Interest.........................................................................22

         SECTION 2.13          Alternate Rate of Interest.......................................................23

         SECTION 2.14          Increased Costs..................................................................23

         SECTION 2.15          Break Funding Payments...........................................................24

         SECTION 2.16          Taxes............................................................................25

         SECTION 2.17          Payments Generally; Pro Rata Treatment; Sharing of Set-offs......................26

         SECTION 2.18          Mitigation Obligations; Replacement of Lenders...................................27

         SECTION 2.19          Currency Conversion and Currency Indemnity.......................................28

         SECTION 2.20          Additional Borrowers.............................................................29

ARTICLE III           REPRESENTATIONS AND WARRANTIES............................................................30

         SECTION 3.1           Organization.....................................................................30

         SECTION 3.2           Authorization and Validity.......................................................30

         SECTION 3.3           Government Approval and Regulation...............................................30

         SECTION 3.4           Unfunded Pension Liabilities.....................................................30

         SECTION 3.5           Regulation U.....................................................................31

         SECTION 3.6           Taxes............................................................................31
</Table>



                                       i
<PAGE>


                                TABLE OF CONTENTS
                                   (CONTINUED)

<Table>
<S>                                                                                                            <C>
         SECTION 3.7           Subsidiaries; Restricted Subsidiaries............................................31

ARTICLE IV            CONDITIONS................................................................................31

         SECTION 4.1           Effectiveness....................................................................31

         SECTION 4.2           All Loans........................................................................33

ARTICLE V             AFFIRMATIVE COVENANTS.....................................................................34

         SECTION 5.1           Financial Reporting and Notices..................................................34

         SECTION 5.2           Compliance with Laws.............................................................35

         SECTION 5.3           Maintenance of Properties........................................................35

         SECTION 5.4           Insurance........................................................................35

         SECTION 5.5           Books and Records................................................................35

         SECTION 5.6           Minimum Book Value for Assets of Parent and its Restricted Subsidiaries..........35

         SECTION 5.7           Use of Proceeds..................................................................36

ARTICLE VI            FINANCIAL COVENANTS.......................................................................36

         SECTION 6.1           Minimum Tangible Net Worth.......................................................36

         SECTION 6.2           Ratio of Total Debt to Capital...................................................36

ARTICLE VII           NEGATIVE COVENANTS........................................................................36

         SECTION 7.1           Liens............................................................................36

         SECTION 7.2           Mergers..........................................................................38

         SECTION 7.3           Asset Dispositions...............................................................38

         SECTION 7.4           Transactions with Affiliates.....................................................38

         SECTION 7.5           Restrictive Agreements...........................................................39

         SECTION 7.6           Guaranties.......................................................................39

ARTICLE VIII          EVENTS OF DEFAULT.........................................................................39

         SECTION 8.1           Listing of Events of Default.....................................................39

         SECTION 8.2           Action if Bankruptcy.............................................................41

         SECTION 8.3           Action if Other Event of Default.................................................41

ARTICLE IX            AGENTS....................................................................................41

ARTICLE X             MISCELLANEOUS.............................................................................43

         SECTION 10.1          Notices..........................................................................43

         SECTION 10.2          Waivers; Amendments..............................................................45

         SECTION 10.3          Expenses; Indemnity; Damage Waiver...............................................46

         SECTION 10.4          Successors and Assigns...........................................................48
</Table>


                                       ii
<PAGE>


                                TABLE OF CONTENTS
                                   (CONTINUED)

<Table>
<S>                                                                                                            <C>
         SECTION 10.5          Survival.........................................................................50

         SECTION 10.6          Counterparts; Integration; Effectiveness.........................................50

         SECTION 10.7          Severability.....................................................................50

         SECTION 10.8          Right of Setoff..................................................................50

         SECTION 10.9          GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.......................51

         SECTION 10.10         Headings.........................................................................52

         SECTION 10.11         Confidentiality..................................................................52

         SECTION 10.12         Interest Rate Limitation.........................................................52

         SECTION 10.13         Joint and Several Obligations....................................................54

         SECTION 10.14         NO ORAL AGREEMENTS...............................................................54
</Table>



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<PAGE>



                                CREDIT AGREEMENT


         THIS CREDIT AGREEMENT, dated as of June 3, 2002, is among APACHE CANADA
LTD., a corporation organized under the laws of the Province of Alberta ("Apache
Canada" and together with each other Person that becomes an Additional Borrower
pursuant to Section 2.20, the "Borrower"), Canada, the LENDERS (as defined
below) party hereto, JPMORGAN CHASE BANK, as Global Administrative Agent, BANK
OF AMERICA, N.A., as Global Syndication Agent, CITIBANK, N.A., as Global
Documentation Agent, ROYAL BANK OF CANADA, as Canadian Administrative Agent, THE
BANK OF NOVA SCOTIA and THE TORONTO-DOMINION BANK, as Canadian Co-Syndication
Agents, and BNP PARIBAS (CANADA) and BAYERISCHE LANDESBANK GIROZENTRALE, as
Canadian Co-Documentation Agents.

         The parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

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

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

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

         "Additional Borrower" means any Person which becomes a Borrower under
this Agreement pursuant to Section 2.20.

         "Additional Borrower Counterpart" is defined in Section 2.20.

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

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

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

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

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



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<PAGE>



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

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

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

         "Applicable Rate" means, for any day, (i) with respect to any
Eurodollar Loan, the applicable rate per annum set forth below under the caption
"Eurodollar Margin" plus the Commitment Utilization Margin, if any, or (ii) with
respect to the Facility Fees payable hereunder, the applicable rate per annum
set forth below under the caption "Facility Fee", in either case, based upon the
ratings by Moody's, S&P and Fitch, respectively, applicable on such date to the
Index Debt:

<Table>
<Caption>
                                            Facility Fee (in basis       Eurodollar Margin (in basis
                 Index Debt Ratings:                points)                        points)
                 -------------------        -----------------------      ---------------------------
<S>                                         <C>                          <C>
Category 1:       > or = to A/A2                      8.00                          27.00

Category 2:       A-/A3                              10.00                          30.00

Category 3:       BBB+/Baa1                          12.50                          37.50

Category 4:       BBB/Baa2                           15.00                          45.00

Category 5:       BBB-/Baa3                          20.00                          65.00

Category 6:       < BBB-/Baa3                        25.00                          75.00
</Table>

         For purposes of the foregoing, (i) if either Moody's, S&P or Fitch
shall not have in effect a rating for the Index Debt (other than by reason of
the circumstances referred to in the penultimate sentence of this definition),
then such rating agency shall be deemed to have established a rating in Category
6; (ii) if the ratings established or deemed to have been established by
Moody's, S&P and Fitch for the Index Debt shall fall within different
Categories, the Applicable Rate shall be based on the highest two ratings,
unless the highest two ratings shall fall within different Categories in which
case the Applicable Rate shall be based on the lower of the highest two ratings;
and (iii) if the ratings established or deemed to have been established by
Moody's, S&P and Fitch for the Index Debt shall be changed (other than as a
result of a change in the rating system of Moody's, S&P or Fitch), such change
shall be effective as of the date on



                                       2
<PAGE>



which it is first announced by the applicable rating agency. Each change in the
Applicable Rate shall apply during the period commencing on the effective date
of such change and ending on the date immediately preceding the effective date
of the next such change. If the rating system of Moody's, S&P or Fitch shall
change, or if any such rating agency shall cease to be in the business of rating
corporate debt obligations, Borrower and the Lenders shall negotiate in good
faith to amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and, pending the effectiveness
of any such amendment, the Applicable Rate shall be determined by reference to
the rating most recently in effect prior to such change or cessation. Changes in
the Applicable Rate will occur automatically without prior notice.

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

         "Australian Administrative Agent" means Citisecurities Limited (ABN 51
008 489 610) in its capacity as Australian administrative agent for the lenders
party to the Australian Credit Agreement and any successor thereto.

         "Australian Borrower" means Apache Energy Limited and each other Person
that becomes a borrower under the Australian Credit Agreement.

         "Australian Credit Agreement" means that certain Credit Agreement of
even date herewith among the Australian Borrower, the Australian Lenders, the
Global Administrative Agent, the Global Syndication Agent, the Global
Documentation Agent, the Australian Administrative Agent, Bank of America, N.A.,
Sydney Branch (ARBN 064 874 531) and Deutsche Bank AG, Sydney Branch (ABN 13 064
165 162), as Australian co-syndication agents, and Royal Bank of Canada (ABN 86
076 940 880) and Bank One, NA, Australia Branch (ARBN 065 752 918), as
Australian co-documentation agents, as it may be amended, supplemented, restated
or otherwise modified and in effect from time to time.

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

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

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



                                       3
<PAGE>



President and Treasurer of Parent, and any officer or employee of Parent
specified as such to the Canadian Administrative Agent and the Global
Administrative Agent in writing by any of the aforementioned officers of Parent.

         "Availability Period" means, with respect to any Lender, the period
from and including the Global Effective Date to but excluding the earlier of the
Maturity Date and the date of termination of the Commitment of such Lender;
provided, however, that no Commitment of any Lender shall terminate prior to the
Maturity Date except as provided in Sections 2.6, 2.8, 4.1, 8.2, 8.3 and 10.4.

         "Borrower" means Apache Canada Ltd., a corporation organized under the
laws of the Province of Alberta, Canada and each other Person that becomes an
Additional Borrower pursuant to Section 2.20.

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

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

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

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

         "Canadian Co-Documentation Agents" means BNP Paribas (Canada) and
Bayerische Landesbank Girozentrale, each in its capacity as Canadian
co-documentation agent for the Lenders hereunder.

         "Canadian Co-Syndication Agents" means The Bank of Nova Scotia and The
Toronto-Dominion Bank, each in its capacity as Canadian co-syndication agent for
the Lenders hereunder.

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

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

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



                                       4
<PAGE>



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

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

         "Combined Commitments" means the commitment of each Combined Lender
under the Combined Credit Agreements, as such commitment may be reduced,
increased or terminated from time to time pursuant to the Combined Loan
Documents and, if any such commitments are no longer in effect under any
Combined Credit Agreement, the aggregate unpaid principal amount of the
outstanding loans for which the applicable commitment is no longer in effect
under such Combined Credit Agreement. The initial amount of each Combined
Lender's Commitment is set forth on Schedule 2.1 to the applicable Combined
Credit Agreement, or in a Assignment and Acceptance (as defined in this
Agreement, the U.S. Credit Agreement and the 364-Day Credit Agreement) or in a
Substitution Certificate (as defined in the Australian Credit Agreement) or
pursuant to which such Combined Lender shall have assumed its Combined
Commitment, as applicable. The initial aggregate amount of the Combined Lenders'
Combined Commitments is $1,500,000,000.

         "Combined Commitment Utilization" means, for any period, the ratio of
(i) the aggregate principal amount of then outstanding Combined Loans (other
than any Competitive Loans (as defined in the U.S. Credit Agreement)) to (ii)
the then aggregate amount of the Combined Commitments.

         "Combined Credit Agreements" means this Agreement, the Australian
Credit Agreement, the U.S. Credit Agreement and the 364-Day Credit Agreement.

         "Combined Lenders" means the Lenders hereunder, the Australian Lenders,
the U.S. Lenders and the 364-Day Lenders.

         "Combined Loan Documents" means the Loan Documents, the Australian Loan
Documents, the U.S. Loan Documents and the 364-Day Loan Documents.

         "Combined Loans" means the loans made by the Combined Lenders to
Borrower, U.S. Borrower, 364-Day Borrower and Australian Borrower pursuant to
the Combined Loan Documents.

         "Combined Required Lenders" means Combined Lenders having in the
aggregate 51% of the aggregate total Combined Commitments under the Combined
Loan Documents.



                                       5
<PAGE>



         "Commitment" means, with respect to each Lender, the commitment of such
Lender to make Loans, as such commitment may be (a) reduced from time to time
pursuant to Section 2.8, (b) reduced or increased from time to time pursuant to
Section 2.6 or pursuant to assignments by or to such Lender pursuant to Section
10.4 and (c) terminated pursuant to Sections 4.1, 8.2 or 8.3. The amount of the
Commitment represents such Lender's maximum Credit Exposure hereunder. The
initial amount of each Lender's Commitment is set forth on Schedule 2.1, or in
the Assignment and Acceptance pursuant to which such Lender shall have assumed
its Commitment, as applicable. The initial aggregate amount of the Lenders'
Commitments is $150,000,000.

         "Commitment Utilization Margin" means, on any date, if the Combined
Commitment Utilization is less than 33%, then an amount equal to zero basis
points per annum (0 bps) and, if the Combined Commitment Utilization is greater
than or equal to 33%, then an amount equal to 12.5 basis points per annum.
Changes in the Commitment Utilization Margin will occur automatically without
prior notice.

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

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

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

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

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

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

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

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

         "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of



                                       6
<PAGE>



Borrower or any Subsidiary directly or indirectly resulting from or based upon
(a) violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

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

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

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

         "Existing Global Credit Facilities" means (i) that certain Credit
Agreement [U.S. Credit Agreement], dated as of June 12, 1997, among Apache
Corporation, the lenders party thereto, The Chase Manhattan Bank, as global
administrative agent, and the other agents party thereto, (ii) that certain
Credit Agreement [Australian Credit Agreement], dated as of June 12, 1997, among
Apache Energy Limited (CAN 009 301 964) and Apache Oil Australia Pty. Limited
(ACN 050 611 688), the lenders party thereto, The Chase Manhattan Bank, as
global administrative agent, and the other agents party thereto, (iii) that
certain Credit Agreement [Canadian Credit Agreement], dated as of June 12, 1997,
among Apache Canada Ltd., the lenders party thereto, The Chase Manhattan Bank,
as global administrative agent, and the other agents party thereto, and (iv)
that certain 364-Day Credit Agreement, dated as of July 14, 2000, among Apache
Corporation, the lenders party thereto, Citibank, N.A., as administrative agent,
and the other agents party thereto.

         "Facility Fee" is defined in Section 2.11(a).

         "Federal Funds Effective Rate" means, for any day, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as



                                       7
<PAGE>



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

         "Fitch" means Fitch, Inc. and any affiliate or successor thereto that
is a nationally recognized rating agency in the United States.

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

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

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

         "Global Documentation Agent" means Citibank, N.A., in its capacity as
global documentation agent for the Combined Lenders.

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

         "Global Effectiveness Notice" means a notice and certificate of Parent
and Borrower properly executed by an Authorized Officer of Parent and Borrower,
respectively, addressed to the Combined Lenders and delivered to the Global
Administrative Agent and the Canadian Administrative Agent, in sufficient number
of counterparts to provide one for each such lender and each agent under each
Combined Credit Agreement, whereby Parent certifies satisfaction of all the
conditions precedent to the effectiveness under Section 4.1 of each Combined
Credit Agreement.

         "Global Syndication Agent" means Bank of America, N.A., in its capacity
as global syndication agent for the Combined Lenders.

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

         "Guaranty" means that certain Guaranty, dated as of June 3, 2002, by
Parent in favor of the Lenders and the other Lender Parties (as defined
therein), in substantially the form of Exhibit F or any other form approved by
the Global Administrative Agent and the Canadian


                                       8
<PAGE>


Administrative Agent, as such Guaranty may from time to time be amended,
supplemented, restated, reaffirmed or otherwise modified.

         "Hazardous Material" means (a) any "hazardous substance," as defined by
CERCLA; (b) any "hazardous waste," as defined by the Resource Conservation and
Recovery Act; or (c) any pollutant or contaminant or hazardous, dangerous or
toxic chemical, material or substance within the meaning of any other
Environmental Law.

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

         "Indemnified Taxes" means Taxes other than Excluded Taxes.

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

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

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

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

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

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


                                       9
<PAGE>


         "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Telerate Service (or on
any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as reasonably determined by the
Global Administrative Agent, the Canadian Administrative Agent and Borrower from
time to time for purposes of providing quotations of interest rates applicable
to dollar deposits in the London interbank market) at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period, as the rate for dollar deposits with a maturity comparable to such
Interest Period. In the event that such rate is not available at such time for
any reason, then the "LIBO Rate" with respect to such Eurodollar Borrowing for
such Interest Period shall be the rate (rounded upwards, if necessary, to the
next 1/16 of 1%) at which dollar deposits of $5,000,000 and for a maturity
comparable to such Interest Period are offered by the principal London office of
the Global Administrative Agent in immediately available funds in the London
interbank market at approximately 11:00 a.m., London time, two Business Days
prior to the commencement of such Interest Period.

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

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

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

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

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

         "Moody's" means Moody's Investors Service, Inc. and any successor
thereto that is a nationally recognized rating agency in the United States.



                                       10
<PAGE>



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

         "Original Maturity Date" means June 3, 2007.

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

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

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

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

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

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

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

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



                                       11
<PAGE>



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

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

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

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

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

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

         "Subsidiary" means any subsidiary of Borrower or Parent; provided,
however, that in all events the following Persons shall not be deemed to be
Subsidiaries of the Parent or any of its Subsidiaries: Apache Offshore
Investment Partnership, a Delaware general partnership, Apache Offshore
Petroleum Limited Partnership, a Delaware limited partnership, Main Pass 151
Pipeline Company, a Texas general partnership, and Apache 681/682 Joint Venture,
a Texas joint venture.

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

         "364-Day Borrower" means Apache Corporation, a Delaware corporation,
and each other Person that becomes a borrower under the 364-Day Credit
Agreement.

         "364-Day Credit Agreement" means that certain 364-Day Credit Agreement
of even date herewith among the 364-Day Borrower, the 364-Day Lenders, the
Global Administrative Agent, Bank of America, N.A., and BNP Paribas, as 364-Day
co-syndication agents, and Deutsche Bank AG New York Branch, and Societe
Generale, as 364-Day co-documentation agents, as it may be amended,
supplemented, restated or otherwise modified and in effect from time to time.

         "364-Day Lenders" means the financial institutions listed on the
signature pages of the 364-Day Credit Agreement and their respective successors
and assigns.

         "364-Day Loan Documents" means the 364-Day Credit Agreement, any notes,
any guaranties, any assignment agreements, and the agreement with respect to
fees, together with all



                                       12
<PAGE>



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.

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

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

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

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

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

         "U.S. Borrower" means Apache Corporation, a Delaware corporation, and
each other Person that becomes a borrower under the U.S. Credit Agreement.

         "U.S. Credit Agreement" means that certain Credit Agreement of even
date herewith among the U.S. Borrower, the U.S. Lenders, the Global
Administrative Agent, the Global Syndication Agent, the Global Documentation
Agent, Bank of America, N.A. and Wachovia Bank, National Association, as U.S.
co-syndication agents, and Citibank, N.A. and Union Bank of California, N.A., as
U.S. co-documentation agents, as it may be amended, supplemented, restated or
otherwise modified and in effect from time to time.

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

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

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

         SECTION 1.3 Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require,



                                       13
<PAGE>



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

         SECTION 1.4 Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if Borrower notifies the Canadian Administrative Agent and the Global
Administrative Agent that Borrower requests an amendment to any provision hereof
to eliminate the effect of any change occurring after the date hereof in GAAP or
in the application thereof on the operation of such provision (or if the
Canadian Administrative Agent and the Global Administrative Agent notify
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

                                   ARTICLE II

                                   The Credits

         SECTION 2.1 Commitments. Subject to the terms and conditions set forth
herein, each Lender agrees to make Loans in U.S. Dollars to Borrower from time
to time during the Availability Period in an aggregate principal amount that
will not result in (a) such Lender's Credit Exposure exceeding such Lender's
Commitment or (b) the Credit Exposures exceeding the total Commitments. Subject
to the conditions set forth herein, Borrower may borrow, prepay and reborrow
Loans. Apache Canada and any Additional Borrowers shall be jointly and severally
liable for all Obligations.

         SECTION 2.2 Loans and Borrowings.

         (a) Each Loan shall be made as part of a Borrowing consisting of Loans
made by the Lenders ratably in accordance with their respective Commitments. The
failure of any Lender to make any Loan required to be made by it shall not
relieve any other Lender of its obligations



                                       14
<PAGE>



hereunder; provided that the Commitments of the Lenders are several and no
Lender shall be responsible for any other Lender's failure to make Loans as
required.

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

         (c) At the commencement of each Interest Period for any Eurodollar
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 and not less than $5,000,000 (including any continuation
or conversion of existing Loans made in connection therewith). At the time that
each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that
is an integral multiple of $1,000,000 and not less than $5,000,000 (including
any continuation or conversion of existing Loans made in connection therewith);
provided that an ABR Borrowing may be in an aggregate amount that is equal to
the entire unused balance of the total Commitments. Borrowings of more than one
Type may be outstanding at the same time; provided that there shall not at any
time be more than a total of ten (10) Eurodollar Borrowings outstanding.

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

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

                  (i) the aggregate amount of the requested Borrowing;

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

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

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

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to
have selected an Interest Period of one month's


                                       15
<PAGE>


duration. Promptly following receipt of a Borrowing Request in accordance with
this Section, the Canadian Administrative Agent shall advise each Lender of the
details thereof and of the amount of such Lender's Loan to be made as part of
the requested Borrowing.

         SECTION 2.4 [Intentionally omitted].

         SECTION 2.5 Funding of Borrowings.

         (a) Each Lender shall make each Loan to be made by it hereunder on the
proposed date thereof by wire transfer of immediately available funds by 1:00
p.m., Toronto time, to the account of the Canadian Administrative Agent most
recently designated by it for such purpose by notice to the Lenders. The
Canadian Administrative Agent will make such Loans available to Borrower by
promptly crediting the amounts so received, in like funds, to an account of
Borrower designated by Borrower from time to time in a written notice to the
Canadian Administrative Agent executed by two Authorized Officers of Apache
Canada and two Authorized Officers of any Additional Borrower.

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

         SECTION 2.6 Extension of Maturity Date and of Commitments.

         (a) Subject to the other provisions of this Agreement and provided that
no Event of Default has occurred and is continuing, the total Commitments shall
be effective for an initial period from the Global Effective Date to the
Original Maturity Date; provided that the Maturity Date, and concomitantly the
total Commitments, may be extended for successive one year periods expiring on
the date which is one (1) year from the then scheduled Maturity Date. If Parent
and Borrower shall request in a Certificate of Extension delivered to the
Canadian Administrative Agent and the Global Administrative Agent at least 45
days prior to a date which is an anniversary of the Global Effective Date that
the Maturity Date be extended for one year from the then scheduled Maturity
Date, then the Canadian Administrative Agent shall promptly notify each Lender
of such request and each Lender shall notify the Canadian Administrative Agent,
no later than 30 days prior to such anniversary of the Global Effective Date,
whether such



                                       16
<PAGE>



Lender, in the exercise of its sole discretion, will extend the Maturity Date
for such one year period. Any Lender which shall not timely notify the Canadian
Administrative Agent whether it will extend the Maturity Date shall be deemed to
not have agreed to extend the Maturity Date. No Lender shall have any obligation
whatsoever to agree to extend the Maturity Date. Any agreement to extend the
Maturity Date by any Lender shall be irrevocable, except as provided in Section
2.6(c).

         (b) If all Lenders notify the Canadian Administrative Agent pursuant to
clause (a) of this Section 2.6 of their agreement to extend the Maturity Date,
then the Canadian Administrative Agent shall so notify the Global Administrative
Agent, each Lender and Borrower, and such extension shall be effective without
other or further action by any party hereto for such additional one year period.

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

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

                  (ii) elect to extend the Maturity Date and, prior to or no
         later than the then scheduled Maturity Date, (A) to replace one or more
         of the Declining Lenders with another lender or lenders reasonably
         acceptable to the Canadian Administrative Agent (such lenders herein
         called the "Replacement Lenders") and (B) Borrower shall pay in full in
         immediately available funds all Obligations of Borrower owing to any
         Declining Lenders which are not being replaced, as provided in clause
         (i) above; provided that (x)



                                       17
<PAGE>



         any Replacement Lender shall purchase, and any Declining Lender shall
         sell, such Declining Lender's rights and obligations hereunder without
         recourse or expense to, or warranty by, such Declining Lender being
         replaced for a purchase price equal to the aggregate outstanding
         principal amount of the Obligations payable to such Declining Lender
         plus any accrued but unpaid interest on such Obligations and accrued
         but unpaid fees or other amounts owing in respect of such Declining
         Lender's Loans and Commitments hereunder, and (y) upon the payment of
         such amounts referred to in clause(x) and the execution of an
         Assignment and Acceptance by such Replacement Lender and such Declining
         Lender, such Replacement Lender shall each constitute a Lender
         hereunder and such Declining Lender being so replaced shall no longer
         constitute a Lender (other than for purposes of Sections 2.14 through
         2.17, Section 2.19 and Section 10.3), and shall no longer have any
         obligations hereunder, other than to the Agents pursuant to Article IX;
         or

                  (iii) elect to revoke and cancel the extension request in such
         Certificate of Extension by giving notice of such revocation and
         cancellation to the Canadian Administrative Agent and the Global
         Administrative Agent (which shall promptly notify the Lenders thereof)
         no later than the tenth (10th) day following the date by which each
         Lender is required, pursuant to clause (a) of this Section, to approve
         or disapprove the requested extension of the Maturity Date, and
         concomitantly the total Commitments.

         If Borrower fails to timely provide the election notice referred to in
this clause(c), Borrower shall be deemed to have revoked and cancelled the
extension request in the Certificate of Extension and to have elected not to
extend the Maturity Date.

         SECTION 2.7 Interest Elections.

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

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




                                       18
<PAGE>


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

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

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

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

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

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

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

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

         SECTION 2.8 Termination and Reduction of Commitments.

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

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




                                       19
<PAGE>

Loans in accordance with Section 2.10, the Credit Exposures would exceed the
total Commitments.

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

         SECTION 2.9 Repayment of Loans; Evidence of Debt.

         (a) Borrower hereby unconditionally promises to pay to the Canadian
Administrative Agent for the account of each Lender the then unpaid principal
amount of each Loan on the Maturity Date or, if earlier, the date on which the
Commitment of such Lender relating to such Loan is terminated (except for
termination of the Commitment of the assigning Lender pursuant to Section
10.4(b)).

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

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

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

         (e) Any Lender may request that Loans made by it be evidenced by one or
more promissory notes. In such event, Borrower shall prepare, execute and
deliver to such Lender promissory notes payable to the order of such Lender (or,
if requested by such Lender, to such Lender and its registered assigns and in a
form approved by the Canadian Administrative Agent and the Global Administrative
Agent). Thereafter, the Loans evidenced by such promissory



                                       20
<PAGE>

notes and interest thereon shall at all times (including after assignment
pursuant to Section 10.4) be represented by one or more promissory notes in such
form payable to the order of the payee named therein (or, if any such promissory
note is a registered note, to such payee and its registered assigns).

         SECTION 2.10 Prepayment of Loans.

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

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

         SECTION 2.11 Fees.

         (a) Borrower agrees to pay to the Canadian Administrative Agent for the
account of each Lender a facility fee (the "Facility Fee"), which shall accrue
at the Applicable Rate on the daily amount of the Commitment of such Lender
(whether used or unused) during the period from and including the Global
Effective Date to but excluding the earlier to occur of (i) the date on which
such Commitment terminates (except for termination of the Commitment of the
assigning Lender pursuant to Section 10.4(b)) or (ii) the Maturity Date;
provided that, if such Lender continues to have any Credit Exposure after its
Commitment terminates, then such Facility Fee shall continue to accrue on the
daily amount of such Lender's Credit Exposure from and including the date on
which its Commitment terminates to but excluding the date on which such Lender
ceases to have any Credit Exposure. Accrued Facility Fees shall be payable in
arrears on the first day of April, July and October and the second day of
January of each year and on the date on which the Commitments terminate,
commencing on the first such date to occur after the date hereof; provided that
any Facility Fees accruing after the date on which the Commitments terminate
shall be payable on demand. All Facility Fees shall be computed on the basis of
a year of 365 days (or 366 days in a leap year) and shall be payable for the
actual number of days elapsed (including the first day but excluding the last
day).



                                       21
<PAGE>

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

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

         SECTION 2.12 Interest.

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

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

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

         (d) Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan and on the Maturity Date; provided that (i)
interest accrued pursuant to paragraph (c) of this Section shall be payable on
demand, (ii) in the event of any repayment or prepayment of any Loan, accrued
interest on the principal amount repaid or prepaid shall be payable on the date
of such repayment or prepayment, (iii) in the event of any conversion of any
Eurodollar Loan prior to the end of the current Interest Period therefor,
accrued interest on such Loan shall be payable on the effective date of such
conversion, and (iv) with respect to any Declining Lender, accrued interest
shall be paid upon the termination of the Commitment of such Lender.

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

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



                                       22
<PAGE>

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

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

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

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

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

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

         SECTION 2.14 Increased Costs.

         (a) If any Change in Law shall:

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

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

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to reduce the amount of any sum received or
receivable by such Lender hereunder (whether of



                                       23
<PAGE>

principal, interest or otherwise), then Borrower will pay to such Lender such
additional amount or amounts as will compensate such Lender for such additional
costs incurred or reduction suffered.

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

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

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

         SECTION 2.15 Break Funding Payments. In the event of (a) the payment of
any principal of any Eurodollar Loan other than on the last day of an Interest
Period applicable thereto (including as a result of an Event of Default), (b)
the conversion of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto, (c) the failure to borrow, convert, continue or
prepay any Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice may be revoked under Section 2.10(b) and is
revoked in accordance therewith) or (d) the assignment of any Eurodollar Loan
other than on the last day of the Interest Period applicable thereto as a result
of a request by Borrower pursuant to either Section 2.6 or Section 2.18 then, in
any such event, Borrower shall compensate each Lender for the loss, cost and
expense attributable to such event. In the case of a Eurodollar Loan, such loss,
cost or expense to any Lender shall be deemed to include an amount determined by
such Lender to be the excess, if any, of (i) the amount of interest which would
have accrued on the principal amount of such Loan had such event not occurred,
at the LIBO Rate that would have been applicable to such Loan, for the period
from the date of such event to the last day of the then current Interest Period
therefor (or, in the case of a failure to borrow, convert or continue, for the
period that would have been the Interest Period for such Loan), over (ii) the
amount of interest which would accrue on such principal amount for such period
at the interest rate which such Lender would bid were it to bid, at the
commencement of such period, for dollar deposits of a



                                       24
<PAGE>

comparable amount and period from other banks in the eurodollar market. A
certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive, together with the calculation thereof, pursuant to this
Section shall be delivered to Borrower and to the Canadian Administrative Agent
and shall be conclusive absent demonstrable error. Borrower shall pay to the
Canadian Administrative Agent for the account of such Lender the amount shown as
due on any such certificate within 10 days after receipt thereof.

         SECTION 2.16 Taxes.

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

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

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

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

         (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which Borrower
is located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to



                                       25
<PAGE>

Borrower (with a copy to the Canadian Administrative Agent), at the time or
times prescribed by applicable law, such properly completed and executed
documentation prescribed by applicable law or reasonably requested by Borrower
as will permit such payments to be made without withholding or at a reduced
rate.

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

         (a) Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest or fees, or of amounts payable under
Section 2.14, 2.15 or 2.16, or otherwise) prior to 1:00 p.m., Toronto time, on
the date when due, in immediately available funds, without set-off or
counterclaim. All such payments shall be made to the Canadian Administrative
Agent, 200 Bay Street, 12th floor, South Tower, Toronto, Ontario, M5J 2W7,
attention: Agency Services Group, telephone (416) 842-3901, facsimile: (416)
842-4023, except that payments pursuant to Sections 2.14, 2.16 and 10.3 shall be
made directly to the Persons entitled thereto. The Canadian Administrative Agent
shall distribute any such payments received by it for the account of any other
Person to the appropriate recipient promptly following receipt thereof. If any
payment hereunder shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day, and, in the case
of any payment accruing interest, interest thereon shall be payable for the
period of such extension. All payments hereunder shall be made in dollars.

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

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



                                       26
<PAGE>

Borrower consents to the foregoing and agrees, to the extent it may effectively
do so under applicable law, that any Lender acquiring a participation pursuant
to the foregoing arrangements may exercise against Borrower rights of set-off
and counterclaim with respect to such participation as fully as if such Lender
were a direct creditor of Borrower in the amount of such participation.

         (d) Unless the Canadian Administrative Agent shall have received notice
from Borrower prior to the date on which any payment is due to the Canadian
Administrative Agent for the account of the Lenders hereunder that Borrower will
not make such payment, the Canadian Administrative Agent may assume that
Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders the amount due. In such
event, if Borrower has not in fact made such payment, then each of the Lenders
severally agrees to repay to the Canadian Administrative Agent forthwith on
demand the amount so distributed to such Lender with interest thereon, for each
day from and including the date such amount is distributed to it to but
excluding the date of payment to the Canadian Administrative Agent, at the
greater of the Federal Funds Effective Rate and a rate determined by the
Canadian Administrative Agent in accordance with banking industry rules in
Canada on interbank compensation.

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

         SECTION 2.18 Mitigation Obligations; Replacement of Lenders.

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

         (b) If any Lender requests compensation under Section 2.14, or if
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16,
or if any Lender defaults in its obligation to fund Loans hereunder, then
Borrower may upon notice to such Lender and the Canadian Administrative Agent
and the Global Administrative Agent, require such Lender to assign and delegate,
without recourse or expense to, or warranty by, such Lender (in accordance with
and subject to the restrictions contained in Section 10.4), all its interests,
rights and obligations under this Agreement to an assignee designated by
Borrower and which meets the requirements of Section 10.4(b) that shall assume
such obligations (which assignee may be another Lender, if a



                                       27
<PAGE>

Lender accepts such assignment); provided that (i) Borrower shall have received
the prior written consent of the Canadian Administrative Agent and the Global
Administrative Agent, which consent shall not unreasonably be withheld, (ii)
such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder, from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or Borrower (in the case of
all other amounts), (iii) the assignee and assignor shall have entered into an
Assignment and Acceptance, and (iv) in the case of any such assignment resulting
from a claim for compensation under Section 2.14 or payments required to be made
pursuant to Section 2.16, such assignment will result in a reduction in such
compensation or payments.

         SECTION 2.19 Currency Conversion and Currency Indemnity.

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

         (b) Conversion of Agreed Currency into Judgment Currency. If, for the
purpose of obtaining or enforcing judgment in any court in any jurisdiction, it
becomes necessary to convert into a particular currency (the "Judgment
Currency") any amount due in the Agreed Currency then the conversion shall be
made on the basis of the rate of exchange prevailing on the next Business Day
following the date such judgment is given and in any event Borrower shall be
obligated to pay the Agents and the Lenders any deficiency in accordance with
Section 2.19(c). For the foregoing purposes "rate of exchange" means the rate at
which the relevant Lender or Agent, as applicable, in accordance with its normal
banking procedures is able on the relevant date to purchase the Agreed Currency
with the Judgment Currency after deducting any premium and costs of exchange.

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



                                       28
<PAGE>

         (d) Indemnity Separate Obligation. The agreement of indemnity provided
for in Section 2.19(c) shall constitute an obligation separate and independent
from all other obligations contained in this Agreement, shall give rise to a
separate and independent cause of action, shall apply irrespective of any
indulgence granted by the Lenders or Agents or any of them from time to time,
and shall continue in full force and effect notwithstanding any judgment or
order for a liquidated sum in respect of an amount due hereunder or under any
judgment or order.

         SECTION 2.20 Additional Borrowers.

         (a) A Person which is a Restricted Subsidiary which is a resident of,
and domiciled in, Canada may become an Additional Borrower with respect hereto,
and shall be bound by and entitled to the benefits and obligations of this
Agreement as a Borrower hereunder to the same extent as any other Borrower, upon
the fulfillment of the following conditions:

                  (i) Resolutions and Officers' Certificates. Such Person shall
         deliver all the items identified in Section 4.1(a) with respect to such
         Person.

                  (ii) Certificate. An Authorized Officer of each Borrower shall
         have delivered to the Global Administrative Agent and the Canadian
         Administrative Agent a certificate stating that such Person is a
         Restricted Subsidiary of the Parent which is resident of, and domiciled
         in, Canada.

                  (iii) No Default. No Default or Event of Default shall have
         occurred and be continuing.

                  (iv) Representations and Warranties. The representations and
         warranties in Article III hereto are true and correct with respect to
         such Person, mutatis mutandis, as of the date such Person executes the
         Additional Borrower Counterpart described in clause (v) below.

                  (v) Additional Borrower Counterpart. Such Person shall execute
         an Additional Borrower Counterpart to this Agreement, substantially in
         the form of Exhibit G (the "Additional Borrower Counterpart") or such
         other agreement in form and substance satisfactory to the Global
         Administrative Agent and the Canadian Administrative Agent.

                  (vi) Opinions of Counsel. The Global Administrative Agent and
         the Canadian Administrative Agent shall have received legal opinions,
         dated as of the date such Person executes the Additional Borrower
         Counterpart described above, addressed to the Agents and the Lenders,
         having substantially the same coverage as those opinions attached
         hereto as Exhibits A and B and in form and substance acceptable to the
         Global Administrative Agent and the Canadian Administrative Agent, in
         their reasonable discretion.

                  (vii) Approval. The Global Administrative Agent and the
         Canadian Administrative Agent shall have approved the addition of such
         Person as an Additional Borrower, such approval not to be unreasonably
         withheld.



                                       29
<PAGE>

         (b) Upon fulfillment of the conditions in this Section 2.20(a), the
Global Administrative Agent will promptly notify each Lender of the date that
such Person becomes an Additional Borrower hereunder.

                                  ARTICLE III

                         Representations and Warranties

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

         SECTION 3.1 Organization. Borrower is a corporation, and each of its
Subsidiaries is a corporation or other legal entity, in either case duly
incorporated or otherwise properly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation or organization and
has all requisite authority, permits and approvals, and is in good standing to
conduct its business in each jurisdiction in which its business is conducted
where the failure to so qualify would have a Material Adverse Effect.

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

         SECTION 3.3 Government Approval and Regulation. No authorization or
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body or other Person is required for the due execution,
delivery or performance by Borrower of this Agreement or any other Loan
Document. Neither Parent or Borrower nor any of their Subsidiaries is an
"investment company," within the meaning of the Investment Company Act of 1940,
as amended, or a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

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



                                       30
<PAGE>

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

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

         SECTION 3.7 Subsidiaries; Restricted Subsidiaries. Schedule 3.7 hereto
contains an accurate list of all of the presently existing Subsidiaries,
including, without limitation, Restricted Subsidiaries, of Borrower as of the
date of this Agreement, setting forth their respective jurisdictions of
incorporation or organization and the percentage of their respective capital
stock or, the revenue share attributable to the general and limited partnership
interests, as the case may be, owned by Borrower or other Subsidiaries. All of
the issued and outstanding shares of capital stock of such Subsidiaries which
are corporations have been duly authorized and issued and are fully paid and
non-assessable.

                                   ARTICLE IV

                                   Conditions

         SECTION 4.1 Effectiveness. This Agreement shall become effective upon
the prior or concurrent satisfaction of each of the conditions precedent set
forth in this Section 4.1.

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

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



                                       31
<PAGE>

         (c)      Opinions of Counsel. The Global Administrative Agent shall
                  have received opinions, dated the Global Effective Date,
                  addressed to the Canadian Administrative Agent and the Global
                  Administrative Agent, the other Agents and all Lenders, from
                  (i) Bennett Jones LLP, counsel to Borrower, in substantially
                  the form attached hereto as Exhibit A, and (ii) Chamberlain,
                  Hrdlicka, White, Williams & Martin, U.S. counsel to Borrower,
                  in substantially the form attached hereto as Exhibit B.

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

         (e)      Financial Statements. The Canadian Administrative Agent and
                  the Global Administrative Agent shall have received a
                  certificate, signed by an Authorized Officer of Borrower,
                  stating that (i) the audited consolidated financial statements
                  of Parent and its Subsidiaries for fiscal year 2001 and (ii)
                  the report and accompanying financial statements of Parent,
                  Borrower and its Subsidiaries for fiscal year 2001
                  (collectively, the "2001 Financials") fairly present Parent's
                  and Borrower's consolidated financial condition and results of
                  operations and that prior to the Global Effective Date no
                  material adverse change in the condition or operations of
                  Parent or Borrower and its Subsidiaries, taken as a whole,
                  from that reflected in the 2001 Financials has occurred and is
                  continuing.

         (f)      Environmental Warranties. In the ordinary course of its
                  business, Borrower conducts an ongoing review of the effect of
                  existing Environmental Laws on the business, operations and
                  properties of Borrower and its Subsidiaries, in the course of
                  which it attempts to identify and evaluate associated
                  liabilities and costs (including, without limitation, any
                  capital or operating expenditures required for clean-up or
                  closure of properties presently or previously owned, any
                  capital or operating expenditures required to achieve or
                  maintain compliance with environmental protection standards
                  imposed by law or as a condition of any license, permit or
                  contract, any related constraints on operating activities,
                  including any periodic or permanent shutdown of any facility
                  or reduction in the level of or change in the nature of
                  operations conducted thereat and any actual or potential
                  liabilities to third parties, including employees, and any
                  related costs and expenses). On the basis of this review, the
                  Canadian Administrative Agent and the Global Administrative
                  Agent shall have received a certificate, signed by an
                  Authorized Officer of Borrower, stating that after such review
                  Borrower has reasonably concluded that existing Environmental
                  Laws are unlikely to have a Material Adverse Effect, or that
                  Borrower has established adequate reserves in respect of any
                  required clean-up.

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

         (h)      Other Combined Credit Agreements. The Canadian Administrative
                  Agent shall have received copies of the executed (i) U.S.
                  Credit Agreement and the other U.S.



                                       32
<PAGE>

                  Loan Documents, (ii) Australian Credit Agreement and the other
                  Canadian Loan Documents and (iii) 364-Day Credit Agreement and
                  the other 364-Day Loan Documents.

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

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

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

The Canadian Administrative Agent shall notify Borrower, the other Agents and
the Lenders of the Global Effective Date, and such notice shall be conclusive
and binding. Notwithstanding the foregoing, the obligations of the Lenders to
make Loans hereunder shall not become effective unless each of the foregoing
conditions is satisfied (or waived pursuant to Section 10.2) at or prior to 3:00
p.m., Toronto time, on July 31, 2002 (and, in the event such conditions are not
so satisfied or waived, the Commitments shall terminate at such time).

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

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

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



                                       33
<PAGE>

                                    ARTICLE V

                              Affirmative Covenants

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

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

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

         (b)      within 45 days after the end of each of the first three fiscal
                  quarters of each fiscal year of Borrower commencing with the
                  fiscal quarter ending June 30, 2002, unaudited consolidated
                  balance sheets of Borrower and its Subsidiaries as of the end
                  of such fiscal quarter and consolidated statements of earnings
                  and cash flow of Borrower and its Subsidiaries for such fiscal
                  quarter and for the period commencing at the end of the
                  previous fiscal year and ending with the end of such fiscal
                  quarter, all prepared in accordance with GAAP certified by an
                  Authorized Officer of Borrower, such signature deemed to be a
                  certification that such financial statements present fairly in
                  accordance with GAAP the financial position of Borrower and
                  its Subsidiaries;

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

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

         (e)      promptly after the sending or filing thereof, copies of all
                  material public filings, reports and communications from
                  Parent or Borrower, and all reports and



                                       34
<PAGE>

                  registration statements which Parent or Borrower or any of
                  their Subsidiaries files with the Securities and Exchange
                  Commission, any national securities exchange or any federal or
                  provincial securities regulatory body in Canada;

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

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

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

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

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

         SECTION 5.6 Minimum Book Value for Assets of Parent and its Restricted
Subsidiaries. Parent shall maintain an aggregate book value for assets of Parent
and its Restricted Subsidiaries (without duplication and excluding the aggregate
book value attributable to Parent or any Restricted Subsidiary arising in
connection with any Subsidiary which is not a Restricted Subsidiary) as of the
end of any fiscal quarter, commencing with the quarter ending March 31, 2002,
equal to or greater than the difference of (i) $2,000,000,000 less (ii) the
aggregate amount of any non-cash write downs (other than for recurring depletion
or



                                       35
<PAGE>

depreciation) made by Parent and any Restricted Subsidiary; provided that, if as
of the end of any fiscal quarter Parent is not in compliance with this Section,
Parent, for a period of 30 days following the delivery of the financial
statements for such fiscal quarter, shall be entitled to cure such
non-compliance by delivering a notice to the Global Administrative Agent
designating certain Unrestricted Subsidiaries as Restricted Subsidiaries for the
purposes of this Agreement at which time the Global Administrative Agent shall
redetermine compliance with this Section using such newly-designated Restricted
Subsidiaries in such redetermination.

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

                                   ARTICLE VI

                               Financial Covenants

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

         SECTION 6.1 Minimum Tangible Net Worth. Parent will not permit its
Consolidated Tangible Net Worth as of the end of any fiscal quarter, commencing
with the quarter ending December 31, 2001, to be less than (i) $2,000,000,000
plus (ii) an amount equal to 50% of the sum of Parent's and its Subsidiaries'
consolidated net income for each fiscal quarter, beginning with the fiscal
quarter ending March 31, 2002, during which such consolidated net income is
greater than $0.

         SECTION 6.2 Ratio of Total Debt to Capital. Parent will not permit its
ratio (expressed as a percentage) of (i) the consolidated Debt of Parent and its
Subsidiaries to (ii) Capital to be greater than 60% at the end of any fiscal
quarter beginning with the fiscal quarter ending June 30, 2002.

                                  ARTICLE VII

                               Negative Covenants

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

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

         (i)      Liens on any property or assets owned or leased by Borrower or
                  any Subsidiary existing at the time such property or asset was
                  acquired (or at the time such



                                       36
<PAGE>

                  Person became a Subsidiary); provided that in the case of the
                  acquisition of a Subsidiary such Lien only encumbers property
                  or assets immediately prior to, or at the time of, the
                  acquisition by Borrower of such Subsidiary;

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

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

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

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

         (vi)     Liens arising under operating agreements;

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

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

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

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

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

         (xii)    Liens imposed by mandatory provisions of law such as for
                  mechanics', materialmen's, warehousemen's, carriers', or other
                  like Liens, securing



                                       37
<PAGE>

                  obligations incurred in the ordinary course of business that
                  are not yet due and payable;

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

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

         (xv)     Liens in favor of a government or public authority within
                  Canada resulting from the deposit of cash or bonds as security
                  for the performance of any of its obligations (other than for
                  the payment of money) made in the ordinary course of its
                  business, provided that such security is required or requested
                  pursuant to any applicable law, and the obligations secured
                  thereby are not overdue (or if overdue are being contested by
                  it diligently and in good faith by appropriate proceedings);

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

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

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

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

         SECTION 7.4 Transactions with Affiliates. Borrower will not, and will
not permit any of its Subsidiaries to, enter into, or cause, suffer or permit to
exist any arrangement or contract with any of its other Affiliates unless such
arrangement or contract or group of arrangements or contracts, as the case may
be, are conducted on an arms-length basis.



                                       38
<PAGE>

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

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

                                  ARTICLE VIII

                                Events of Default

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

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

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

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

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



                                       39
<PAGE>

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

         (f)      [Intentionally omitted].

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



                                       40
<PAGE>

         (h)      Judgments. Any judgment or order for the payment of money in
                  an amount of $25,000,000 or more in excess of valid and
                  collectible insurance in respect thereof or in excess of an
                  indemnity with respect thereto reasonably acceptable to the
                  Required Lenders shall be rendered against Parent, Borrower or
                  any of their Restricted Subsidiaries and either (a)
                  enforcement proceedings shall have been commenced by any
                  creditor upon such judgment or order, or (b) such judgment
                  shall have become final and non-appealable and shall have
                  remained outstanding for a period of 60 consecutive days.

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

         (j)      Event of Default under other Combined Loan Documents. Any
                  "Event of Default" as defined in the U.S. Loan Documents, the
                  Australian Loan Documents or the 364-Day Loan Documents shall
                  occur; provided that the occurrence of a "Default" as defined
                  in the U.S. Loan Documents, the Australian Loan Documents or
                  the 364-Day Loan Documents shall constitute a Default under
                  this Agreement; provided further that if such "Default" is
                  cured or waived under the U.S. Loan Documents, the Australian
                  Loan Documents or the 364-Day Loan Documents, as applicable,
                  then such "Default" shall no longer constitute a Default under
                  this Agreement.

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

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

                                   ARTICLE IX

                                     Agents

         Each of the Lenders hereby irrevocably appoints JPMorgan Chase Bank as
Global Administrative Agent, Bank of America, N.A. as Global Syndication Agent,
Citibank, N.A. as Global Documentation Agent, Royal Bank of Canada as Canadian
Administrative Agent, The Bank of Nova Scotia and The Toronto-Dominion Bank as
Canadian Co-Syndication Agents, and BNP Paribas (Canada) and Bayerische
Landesbank Girozentrale as Canadian Co-Documentation Agents, and authorizes each
such Agent to take such actions on its behalf and to exercise such



                                       41
<PAGE>

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

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

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

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



                                       42
<PAGE>

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

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

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

                                    ARTICLE X

                                  Miscellaneous

         SECTION 10.1 Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for



                                       43
<PAGE>

herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy, as follows:

         (a) if to Borrower, to:

                           Apache Corporation
                           2000 Post Oak Boulevard, Suite 100
                           Houston, Texas  77056-4400
                           Attention:       Matthew W. Dundrea
                                            Vice President and Treasurer
                           Telephone:       (713) 296-6640
                           Facsimile:       (713) 296-6458

                  with a copy to:

                           Assistant Treasurer
                           Apache Corporation
                           2000 Post Oak Boulevard, Suite 100
                           Houston, Texas  77056-4400
                           Telephone:       (713) 296-6642
                           Facsimile:       (713) 296-6477

                  and with copy to:

                           Vice President and General Counsel
                           Apache Corporation
                           2000 Post Oak Boulevard, Suite 100
                           Houston, Texas  77056-4400
                           Telephone:       (713) 296-6204
                           Facsimile:       (713) 296-6458

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

                           JPMorgan Chase Bank
                           Loan & Agency Services Group
                           One Chase Manhattan Plaza
                           8th Floor
                           New York, New York 10081
                           Attention:       Lisa Pucciarelli
                           Telephone:       (212) 552-7446
                           Facsimile:       (212) 552-5777

                  with a copy to:

                           JPMorgan Chase Bank
                           600 Travis, 20 CTH 86
                           Houston, Texas 77002
                           Attention:       Peter Licalzi
                           Telephone:       (713) 216-8870
                           Facsimile:       (713) 216-4117

                                       44
<PAGE>

         (c) if to the Canadian Administrative Agent, to:

                           Royal Bank of Canada
                           200 Bay Street
                           12th floor, South Tower
                           Toronto, Ontario, M5J 2W7
                           Canada
                           Attention:       Agency Services Group
                           Telephone:       (416) 842-3901
                           Facsimile:       (416) 842-4023

                           with a copy to:

                           Royal Bank of Canada
                           2800 Post Oak Blvd., Suite 5700
                           Houston, Texas 77056
                           USA
                           Attention:       Jason York
                           Telephone:       (713) 403-5679
                           Facsimile:       (713) 403-5624

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

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

         SECTION 10.2 Waivers; Amendments.

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



                                       45
<PAGE>

regardless of whether the Global Administrative Agent, the Canadian
Administrative Agent or any Lender may have had notice or knowledge of such
Default at the time.

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

         (c) Except as provided for in Section 10.2(b) above, neither this
Agreement nor any other Loan Document nor any provision hereof or thereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by Borrower and the Required Lenders or by Borrower and the
Global Administrative Agent and the Canadian Administrative Agent with the
consent of the Required Lenders; provided that no such agreement shall (i)
increase the Commitment of any Lender or the Commitments without the written
consent of such Lender or each Lender, respectively, (ii) reduce the principal
amount of any Loan or reduce the rate of interest thereon, or reduce any fees
payable hereunder, without the written consent of each Lender affected thereby,
(iii) postpone the scheduled date of payment of the principal amount of any
Loan, or any interest thereon, or any fees payable hereunder, or reduce the
amount of, waive or excuse any such payment, or postpone the scheduled date of
expiration of any Commitment, without the written consent of each Lender
affected thereby, (iv) change Section 2.17(b) or (c) in a manner that would
alter the pro rata sharing of payments required thereby, without the written
consent of each Lender, or (v) change any of the provisions of this Section or
the definition of "Required Lenders", "Combined Required Lenders" or any other
provision hereof or thereof specifying the number or percentage of Lenders
required to waive, amend or modify any rights hereunder or thereunder or make
any determination or grant any consent hereunder or thereunder, without the
written consent of each Lender; provided further that no such agreement shall
amend, modify or otherwise affect the rights or duties of the Global
Administrative Agent or the Canadian Administrative Agent hereunder or
thereunder without the prior written consent of the Global Administrative Agent
or the Canadian Administrative Agent, respectively.

         SECTION 10.3 Expenses; Indemnity; Damage Waiver.

         (a) Borrower shall pay (i) all reasonable out-of-pocket expenses
incurred by the Agents and their Affiliates, including the reasonable fees,
charges and disbursements of counsel for the Agents (on a solicitor and his own
client basis), in connection with the syndication of the credit facilities
provided for herein, the preparation and administration of this Agreement or any
amendments, modifications or waivers of the provisions hereof (whether or not
the transactions contemplated hereby or thereby shall be consummated) and (ii)
all reasonable out-of-pocket expenses incurred by the Agents or any Lender,
including the fees, charges and disbursements of



                                       46
<PAGE>

any counsel (on a solicitor and his own client basis) for the Agents or any
Lender, in connection with the enforcement or protection of its rights in
connection with this Agreement, including its rights under this Section, or in
connection with the Loans made hereunder, including all such out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect
of such Loans or this Agreement.

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

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

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

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



                                       47
<PAGE>

         SECTION 10.4 Successors and Assigns.

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

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

         (c) The Canadian Administrative Agent and the Global Administrative
Agent, acting for this purpose as an agent of Borrower, shall maintain at one of
its offices in Toronto, Canada,



                                       48
<PAGE>

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

         (d) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Canadian Administrative Agent and the Global
Administrative Agent shall accept such Assignment and Acceptance and record the
information contained therein in the Register and will provide prompt written
notice to Borrower of the effectiveness of such Assignment. No assignment shall
be effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph.

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

         (f) A Participant shall not be entitled to receive any greater payment
under Section 2.14, 2.15 or 2.16 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless Borrower shall expressly agree



                                       49
<PAGE>

otherwise in writing. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 2.16 unless Borrower is
notified of the participation sold to such Participant and such Participant
agrees, for the benefit of Borrower, to comply with Section 2.16(e) as though it
were a Lender.

         SECTION 10.5 Survival. All covenants, agreements, representations and
warranties made by Borrower herein and in the certificates or other instruments
delivered in connection with or pursuant to this Agreement shall be considered
to have been relied upon by the other parties hereto and shall survive the
execution and delivery of this Agreement and the making of any Loans, regardless
of any investigation made by any such other party or on its behalf and
notwithstanding that the Canadian Administrative Agent, the Global
Administrative Agent or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid and so long as the
Commitments have not expired or terminated. The provisions of Sections 2.14,
2.15, 2.16, 2.17, 2.19 and 10.3 and Article IX shall survive and remain in full
force and effect regardless of the consummation of the transactions contemplated
hereby, the repayment of the Loans, the expiration or termination of the
Commitments or the termination of this Agreement or any provision hereof.

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

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

         SECTION 10.8 Right of Setoff. If an Event of Default shall have
occurred and be continuing and the Obligations of Borrower shall have been
accelerated, each Lender and each of its Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other obligations at any time owing by such
Lender or



                                       50
<PAGE>

Affiliate to or for the credit or the account of any Borrower against any of and
all the obligations of each Borrower now or hereafter existing under this
Agreement held by such Lender, irrespective of whether or not such Lender shall
have made any demand under this Agreement and although such obligations may be
unmatured. The rights of each Lender under this Section are in addition to other
rights and remedies (including other rights of setoff) which such Lender may
have.

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

         (a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN THOSE
CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE PROVINCE
OF ALBERTA AND OF CANADA APPLICABLE THEREIN.

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

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

         (d) EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR
WITHOUT THE PROVINCE OF ALBERTA.



                                       51
<PAGE>

NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

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

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

         SECTION 10.12 Interest Rate Limitation. It is the intention of the
parties hereto to conform strictly to applicable interest, usury and criminal
laws and, anything herein to the contrary notwithstanding, the obligations of
Borrower to a Lender or any Agent under this Agreement shall be subject to the
limitation that payments of interest shall not be required to the extent that
receipt thereof would be contrary to provisions of law applicable to such Lender
or Agent limiting rates of interest which may be charged or collected by such
Lender or Agent. Accordingly, if the transactions contemplated hereby would be
illegal, unenforceable, usurious or criminal under laws applicable to a Lender
or Agent (including the laws of any jurisdiction whose laws may be mandatorily
applicable to such Lender or Agent notwithstanding anything to the contrary in
this Agreement or any other Loan Document but subject to Section 2.12 hereof)


                                       52
<PAGE>

then, in that event, notwithstanding anything to the contrary in this Agreement
or any other Loan Document, it is agreed as follows:

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

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

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

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

                  (v) with the intent that the rate of interest herein shall at
         all times be lawful, and if the receipt of any funds owing hereunder or
         under any other agreement related hereto (including any of the other
         Loan Documents) by such Lender or Agent would cause such Lender to
         charge Borrower a criminal rate of interest, the Lenders and the Agents
         agree that they will not require the payment or receipt thereof or a
         portion thereof which would cause a criminal rate of interest to be
         charged by such Lender or Agent, as applicable, and if received such
         affected Lender or Agent will return such funds to



                                       53
<PAGE>

         Borrower so that the rate of interest paid by Borrower shall not exceed
         a criminal rate of interest from the date this Agreement was entered
         into.

         SECTION 10.13 Joint and Several Obligations. Each Borrower has
determined that it is in its best interest and in pursuance of its legitimate
business purposes to induce the Lenders to extend credit to the Borrowers
pursuant to this Agreement. Each Borrower acknowledges and represents that the
availability of the Commitments to each of the Borrowers benefits each Borrower
individually and that the Loans made will be for and inure to the benefit of
each of the Borrowers individually and as a group. Accordingly, each Borrower
shall be jointly and severally liable (as a principal and not as a surety,
guarantor or other accommodation party) for each and every representation,
warranty, covenant and obligation to be performed by the Borrowers under this
Agreement and the other Loan Documents, and each Borrower acknowledges that in
extending the credit provided herein the Agent and the Lenders are relying upon
the fact that the Obligations of each Borrower hereunder are the joint and
several obligations of a principal. The invalidity, unenforceability or
illegality of this Agreement or any other Loan Document as to one Borrower or
the release by the Agent or the Lenders of a Borrower hereunder or thereunder
shall not affect the Obligations of the other Borrowers under this Agreement or
the other Loan Documents, all of which shall otherwise remain valid and legally
binding obligations of the other Borrowers.

         SECTION 10.14 NO ORAL AGREEMENTS. THIS WRITTEN AGREEMENT AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.

                      [SIGNATURES BEGIN ON FOLLOWING PAGE]




                                       54
<PAGE>









         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

                                     APACHE CANADA LTD.


                                     By:
                                        ----------------------------------------
                                     Name:        Matthew W. Dundrea
                                     Title:       Vice President and Treasurer




                  [SIGNATURE PAGE TO CANADIAN CREDIT AGREEMENT]
                                       S-1
<PAGE>


                                                JPMORGAN CHASE BANK, as Global
                                                Administrative Agent


                                                By:
                                                   -----------------------------
                                                Name:
                                                Title:




                  [SIGNATURE PAGE TO CANADIAN CREDIT AGREEMENT]
                                       S-2

<PAGE>


                                                BANK OF AMERICA, N.A., as Global
                                                Syndication Agent


                                                By:
                                                   -----------------------------
                                                Name:
                                                Title:





                  [SIGNATURE PAGE TO CANADIAN CREDIT AGREEMENT]
                                       S-3
<PAGE>


                                  CITIBANK, N.A., as Global Documentation Agent


                                  By:
                                     ------------------------------------------
                                  Name:
                                  Title:



                  [SIGNATURE PAGE TO CANADIAN CREDIT AGREEMENT]
                                       S-4
<PAGE>


                                        ROYAL BANK OF CANADA, as Canadian
                                        Administrative Agent and as Lender


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:






                  [SIGNATURE PAGE TO CANADIAN CREDIT AGREEMENT]
                                       S-5
<PAGE>


                                        THE BANK OF NOVA SCOTIA, as a Canadian
                                        Co-Syndication Agent and as Lender


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:




                  [SIGNATURE PAGE TO CANADIAN CREDIT AGREEMENT]
                                       S-6
<PAGE>


                                               THE TORONTO-DOMINION BANK, as a
                                               Canadian Co-Syndication Agent and
                                               as Lender


                                               By:
                                                  ------------------------------
                                               Name:
                                               Title:

                                               By:
                                                  ------------------------------
                                               Name:
                                               Title:



                  [SIGNATURE PAGE TO CANADIAN CREDIT AGREEMENT]
                                       S-7
<PAGE>


                                        BNP PARIBAS (CANADA), as a Canadian
                                        Co-Documentation Agent and as Lender


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:


                  [SIGNATURE PAGE TO CANADIAN CREDIT AGREEMENT]
                                       S-8
<PAGE>


                                            BAYERISCHE LANDESBANK
                                            GIROZENTRALE, as a Canadian
                                            Co-Documentation Agent and as Lender


                                            By:
                                               ---------------------------------
                                            Name:
                                            Title:

                                            By:
                                               ---------------------------------
                                            Name:
                                            Title:


                  [SIGNATURE PAGE TO CANADIAN CREDIT AGREEMENT]
                                       S-9
<PAGE>


                                                JPMORGAN CHASE BANK, TORONTO
                                                BRANCH, as Lender


                                                By:
                                                   -----------------------------
                                                Name:
                                                Title:




                  [SIGNATURE PAGE TO CANADIAN CREDIT AGREEMENT]
                                       S-10

</TEXT>
</DOCUMENT>
