BURLINGTON RESOURCES INC
$400 MILLION SHORT-TERM REVOLVING CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>5
<FILENAME>h11939exv10w17.txt
<DESCRIPTION>$400 MILLION SHORT-TERM REVOLVING CREDIT AGREEMENT
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.17

                                  $400,000,000

                      SHORT-TERM REVOLVING CREDIT AGREEMENT

                         Dated as of February 25, 1998,

                 as Amended and Restated as of December 7, 2001,

                          as Amended on April 25, 2002,

               as Amended and Restated as of December 5, 2002, and

             as further Amended and Restated as of December 4, 2003

                                      among

                           BURLINGTON RESOURCES INC.,

                           THE LENDERS LISTED HEREIN,

                              JPMORGAN CHASE BANK,
                           as Administrative Agent and
                          Auction Administrative Agent

                                 CITIBANK, N.A.
                              FLEET NATIONAL BANK,
                            as Co-Syndication Agents

                                       and

                              BANK OF AMERICA, N.A.
                            THE BANK OF NOVA SCOTIA,
                           as Co-Documentation Agents

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                                                                               i

                                TABLE OF CONTENTS

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                                                 ARTICLE I

                                      Definitions and Accounting Terms

SECTION 1.01. Certain Defined Terms..............................................................       4
SECTION 1.02. Computation of Time Periods........................................................      18
SECTION 1.03. Accounting and Other Terms.........................................................      18
SECTION 1.04. References.........................................................................      19

                                                 ARTICLE II

                                     Amounts and Terms of the Advances

SECTION 2.01. Revolving A Advances...............................................................      19
SECTION 2.02. Making the A Advances..............................................................      20
SECTION 2.03. Fees...............................................................................      21
SECTION 2.04. Reduction of the Commitments.......................................................      22
SECTION 2.05. Repayment of A Advances............................................................      22
SECTION 2.06. Interest on A Advances.............................................................      22
SECTION 2.07. Additional Interest on Eurodollar Rate Advances....................................      23
SECTION 2.08. Interest Rate Determination........................................................      24
SECTION 2.09. Voluntary Conversion of A Advances.................................................      25
SECTION 2.10. Prepayments........................................................................      25
SECTION 2.11. Increased Costs....................................................................      25
SECTION 2.12. Increased Capital..................................................................      26
SECTION 2.13. Illegality.........................................................................      27
SECTION 2.14. Payments and Computations..........................................................      27
SECTION 2.15. Taxes..............................................................................      29
SECTION 2.16. Sharing of Payments, Etc...........................................................      31
SECTION 2.17. Evidence of Debt...................................................................      32
SECTION 2.18. Use of Proceeds....................................................................      32
SECTION 2.19. The B Advances.....................................................................      32
SECTION 2.20. Increase of Commitments............................................................      36
SECTION 2.21. Extension of Stated Termination Date...............................................      37
SECTION 2.22. Replacement of Lenders.............................................................      39
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                                                ARTICLE III

                                  Conditions of Effectiveness and Lending

SECTION 3.01. Conditions Precedent to Effectiveness of the Amendment and Restatement
                 of this Agreement...............................................................      40
SECTION 3.02. Conditions Precedent to Each A Borrowing...........................................      41
SECTION 3.03. Conditions Precedent to Each B Borrowing...........................................      41

                                                 ARTICLE IV

                                       Representations and Warranties

SECTION 4.01. Representations and Warranties of the Borrower.....................................      42

                                                 ARTICLE V

                                         Covenants of the Borrower

SECTION 5.01. Affirmative Covenants..............................................................      44
SECTION 5.02. Negative Covenants.................................................................      46
SECTION 5.03. Reporting Requirements.............................................................      50

                                                 ARTICLE VI

                                             Events of Default

SECTION 6.01. Events of Default..................................................................      53

                                                ARTICLE VII

                                          The Administrative Agent

SECTION 7.01. Authorization and Action...........................................................      56
SECTION 7.02. Administrative Agent's Reliance, Etc...............................................      56
SECTION 7.03. JPMorgan and Affiliates............................................................      57
SECTION 7.04. Lender Credit Decision.............................................................      57
SECTION 7.05. Indemnification....................................................................      57
SECTION 7.06. Successor Administrative Agent.....................................................      58
SECTION 7.07. Auction Administrative Agent.......................................................      59
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                                                ARTICLE VIII

                                               Miscellaneous

SECTION 8.01. Amendments, Etc....................................................................      59
SECTION 8.02. Notices, Etc.......................................................................      59
SECTION 8.03. No Waiver; Remedies................................................................      60
SECTION 8.04. Costs and Expenses; Indemnity......................................................      61
SECTION 8.05. Right of Set-off...................................................................      62
SECTION 8.06. Binding Effect.....................................................................      62
SECTION 8.07. Assignments and Participations.....................................................      62
SECTION 8.08. Confidentiality....................................................................      66
SECTION 8.09. Consent to Jurisdiction............................................................      67
SECTION 8.10. Governing Law......................................................................      68
SECTION 8.11. Execution in Counterparts..........................................................      68
SECTION 8.12. Waiver of Jury Trial...............................................................      68
SECTION 8.13. Entire Agreement, Etc..............................................................      68
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Schedule I        --  Material Subsidiaries
Schedule II       --  Pricing Grid
Schedule III      --  Initial Commitments

Exhibit A         Form of Note
Exhibit B         Form of Notice of A Borrowing
Exhibit C         Form of Notice of B Borrowing
Exhibit D         Form of Assignment and Acceptance
Exhibit E         Form of New Lender Agreement
Exhibit F         Form of Commitment Increase Agreement
Exhibit G         Form of Extension Request
Exhibit H         Form of Opinion of Vice President and General
                  Counsel for Borrower
Exhibit I         Form of Opinion of Jones Day
                  New York Counsel for Borrower
Exhibit J         Form of Designation Agreement

<PAGE>

                      SHORT-TERM REVOLVING CREDIT AGREEMENT

 Dated as of February 25, 1998, as amended and restated as of December 7, 2001,
          as amended by Amendment No. 1 dated as of April 25, 2002, as
               amended and restated as of December 5, 2002, and as
               further Amended and Restated as of December 4, 2003

                                             BURLINGTON RESOURCES INC., a
                                    Delaware corporation (the "Borrower"), the
                                    financial institutions (the "Initial
                                    Lenders") listed on the signature pages
                                    hereof, JPMORGAN CHASE BANK, as
                                    administrative agent and auction
                                    administrative agent for the Lenders
                                    hereunder (in such capacities, the
                                    "Administrative Agent" and "Auction
                                    Administrative Agent", respectively),
                                    CITIBANK, N.A. and FLEET NATIONAL BANK, as
                                    co-syndication agents, and BANK OF AMERICA,
                                    N.A. and THE BANK OF NOVA SCOTIA, as
                                    co-documentation agents, agree as follows:

                                    ARTICLE I

                        Definitions and Accounting Terms

                  SECTION 1.01. Certain Defined Terms. As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):

                  "A ADVANCE" means an advance by a Lender to the Borrower as
part of an A Borrowing, and refers to a Base Rate Advance or a Eurodollar Rate
Advance (each of which shall be a "TYPE" of A Advance).

                  "A BORROWING" means a borrowing consisting of A Advances of
the same Type made on the same day by the Lenders pursuant to Section 2.01 and,
in the case of Eurodollar Rate Advances, having Interest Periods of the same
duration, it being understood that there may be more than one A Borrowing on a
particular day.

                  "ADMINISTRATIVE AGENT" has the meaning specified in the
introduction hereto.

                  "ADMINISTRATIVE QUESTIONNAIRE" means, with respect to each
Lender, an administrative questionnaire in the form prepared by the
Administrative Agent and submitted to the Administrative Agent (with a copy to
the Borrower) duly completed by such Lender.

                  "ADVANCE" means an A Advance or a B Advance.

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                                                                               5

                  "AFFILIATE" means, as to any Person, any other Person that,
directly or indirectly, controls, is controlled by or is under common control
with such Person or is a director or officer of such Person. The term "CONTROL"
(including the terms "CONTROLS", "CONTROLLED BY" or "UNDER COMMON CONTROL WITH")
means, with respect to any Person, the possession, direct or indirect, of the
power to vote 10% or more (or in the case of an "AFFILIATE" of any Lender, 5% or
more) of the securities having ordinary voting power for the election of
directors of such Person or to direct or cause the direction of the management
and policies of such Person, whether through ownership of voting securities or
by contract or otherwise. Neither a director nor an officer of the Borrower, in
such capacity, shall be deemed, for purposes of this Agreement, an Affiliate.

                  "AGREEMENT" means this Amended and Restated Short-Term
Revolving Credit Agreement, together with all exhibits and schedules hereto, as
amended or otherwise modified from time to time pursuant to the terms hereof.

                  "APPLICABLE LENDING OFFICE" means, with respect to each
Lender, (i) in the case of an A Advance, such Lender's Domestic Lending Office
in respect of Base Rate Advances and such Lender's Eurodollar Lending Office in
respect of Eurodollar Rate Advances and (ii) in the case of a B Advance, the
office of such Lender notified by such Lender to the Administrative Agent as its
Applicable Lending Office with respect to such B Advance.

                  "ARRANGER" means J.P. Morgan Securities Inc.

                  "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance
entered into by a Lender (other than a Designated Bidder) and an Eligible
Assignee, and accepted by the Administrative Agent, in substantially the form of
Exhibit D hereto.

                  "AUCTION ADMINISTRATIVE AGENT" has the meaning specified in
the introduction hereto.

                  "AVERAGE AGGREGATE FACILITY ADVANCES" means, for any
Utilization Fee Period, the average daily outstanding amount of (i) all Advances
hereunder and (ii) all "Advances" under, and as defined in, the Long-Term
Revolving Credit Agreement and the Canadian Credit Agreement.

                  "AVERAGE AGGREGATE FACILITY COMMITMENTS" means, for any
Utilization Fee Period, the average daily amount of (i) all Commitments
hereunder and (ii) all "Commitments" under, and as defined in, the Long-Term
Revolving Credit Agreement and the Canadian Credit Agreement.

                  "B ADVANCE" means an advance by a Lender to the Borrower as
part of a B Borrowing resulting from the auction bidding procedure described in
Section 2.19.

                  "B BORROWING" means a borrowing consisting of simultaneous B
Advances to the Borrower from each of the Lenders whose offer to make one or
more B Advances as part of such borrowing has been accepted by the Borrower
under the auction

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                                                                               6

bidding procedure described in Section 2.19, it being understood that there may
be more than one B Borrowing on a particular day.

                  "B REDUCTION" has the meaning specified in Section 2.01(a).

                  "BASE RATE" means, for each day in any period, a fluctuating
interest rate per annum as shall be in effect from time to time which rate per
annum shall at all times for such day be equal to the higher of:

                  (i) The rate of interest announced publicly by the
         Administrative Agent in the United States with respect to loans made in
         the United States, from time to time, as the Administrative Agent's
         base or prime rate as in effect for such day; and

                  (ii) 0.50% per annum above the Effective Federal Funds Rate
         for such day.

                  "BASE RATE ADVANCE" means an A Advance which bears interest as
provided in Section 2.06(a)(i).

                  "BORROWER" has the meaning specified in the introduction
hereto.

                  "BORROWING" means an A Borrowing or a B Borrowing.

                  "BUSINESS DAY" means a day of the year on which banks are not
required or authorized to close in New York, New York and, if the applicable
Business Day relates to any Eurodollar Rate Advances, on which dealings are
carried on in the London interbank market.

                  "BUSINESS ENTITY" means a partnership, corporation (including
a business trust), limited liability company, joint stock company, trust,
unincorporated association, joint venture or other entity.

                  "CANADIAN CREDIT AGREEMENT" means the Canadian Credit
Agreement dated as of March 31, 2000, as amended and restated through the date
hereof, among Burlington Resources Canada Ltd. and Burlington Resources Canada
(Hunter) Ltd. (f/k/a Canadian Hunter Exploration Ltd.), as the borrowers,
Burlington Resources Inc., as parent, the financial institutions party thereto,
JPMorgan Chase Bank, Toronto Branch, as administrative agent for such financial
institutions, Citibank, N.A., Canadian branch, and Fleet National Bank, as
co-syndication agents, and Bank of America, N.A., Canada Branch and The Bank of
Nova Scotia as co-documentation agents, as the same may be amended, restated,
supplemented, extended, replaced or otherwise modified from time to time.

                  "CAPITALIZATION" means the sum (without duplication) of (i)
consolidated Debt of the Borrower and its consolidated Subsidiaries, plus (ii)
the aggregate amount of Guaranties by the Borrower or its consolidated
Subsidiaries, plus (iii) the sum of the preferred stock and common stockholders'
equity of the Borrower, plus (iv) the

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                                                                               7

cumulative amount by which such common stockholders' equity of the Borrower
shall have been reduced by reason of non-cash write-downs of long-term assets
subsequent to December 31, 1997 (but excluding any such amount with respect to
assets of Project Finance Subsidiaries), minus (v) to the extent otherwise
included in determining the amounts computed under clause (iii) above, the
aggregate investment (net of any Project Financing) of the Borrower and its
consolidated Subsidiaries in Project Finance Subsidiaries.

                  "CLAM" means CLAM Petroleum B.V., a Netherlands company, and
CLAM's successors.

                  "CLAM CREDIT AGREEMENT" means the Amended and Restated Credit
Agreement dated as of July 25, 1985, among MaraLou Netherlands Partnership,
CLAM, the banks parties thereto and Morgan, as agent for such banks, as amended
and restated as of August 15, 1997, or any successor credit agreement entered
into for the purpose of refinancing such Amended and Restated Credit Agreement,
in each case, as amended, restated, supplemented, extended, replaced or
otherwise modified from time to time.

                  "COMMITMENT" has the meaning specified in Section 2.01(a).

                  "COMMITMENT EXPIRATION DATE" has the meaning specified in
Section 2.21(a).

                  "COMMITMENT INCREASE NOTICE" has the meaning specified in
Section 2.20(a).

                  "COMMITMENT INCREASE AGREEMENT" has the meaning specified in
Section 2.20(c).

                  "COMMITMENT PERCENTAGE" means as to any Lender at any time,
the percentage that such Lender's Commitment then constitutes of the aggregate
Commitments (or, at any time after the Commitments shall have expired or
terminated, the percentage that the aggregate principal amount of such Lender's
Advances then outstanding constitutes of the aggregate principal amount of the
Advances then outstanding).

                  "CONSOLIDATED TANGIBLE NET WORTH" means, on a consolidated
basis, the excess of (i) the sum of (x) the preferred stock and common
stockholders' equity of the Borrower and (y) the cumulative amount by which
Consolidated Tangible Net Worth shall have been reduced by reason of non-cash
write-downs of long-term assets subsequent to December 31, 1997, over (ii) the
intangible assets of the Borrower and its consolidated Subsidiaries.

                  "CONTINGENT GUARANTY" has the meaning specified in the
definition of the term "Guaranty" contained in this Section 1.01.

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                                                                               8

                  "CONVERT", "CONVERSION" and "CONVERTED" each refers to a
conversion of A Advances of one Type into A Advances of another Type pursuant to
Section 2.08, 2.09 or 2.13.

                  "DEBT" of any Person means, without duplication (i)
indebtedness of such Person for borrowed money or in respect of bankers'
acceptances, (ii) obligations of such Person (other than any portion of any
trade payable obligation of such Person which shall not have remained unpaid for
91 days or more from the later of (A) the original due date of such portion and
(B) the customary payment date in the industry and relevant market for such
portion) to pay the deferred purchase price of property or services, (iii)
obligations of such Person as lessee under leases which shall have been or
should be, in accordance with generally accepted accounting principles, recorded
as capital leases, and (iv) Overdue Reimbursement Obligations; provided,
however, that where any such indebtedness or obligation of such Person is made
jointly, or jointly and severally, with any third party or parties, which are
not the Borrower or any of its consolidated Subsidiaries, the amount thereof for
the purposes of this definition only shall be the pro rata portion thereof
payable by such Person, so long as such third party or parties have not
defaulted on its or their joint and several portions thereof, and provided,
further, that the following shall not at any time constitute Debt: (1)
obligations of such Person to reimburse a bank or other Person in respect of
amounts paid under a letter of credit or similar instrument that are not Overdue
Reimbursement Obligations, (2) Project Financing, (3) the Morgan Gold Loans
unless, at such time, for any reason whatsoever, (A) no royalty income shall
have accrued under the Royalty Agreement dated as of December 5, 1984 between
Copper Range Company, a Michigan corporation, and LL&E during the three
consecutive fiscal quarters of LL&E most recently ended prior to such time or
(B) any payment required to have been made to LL&E under such agreement prior to
such time shall not have been paid on, or within 30 days after, the date such
payment is due and (4) amounts borrowed by the Borrower and its Subsidiaries
under life insurance policies issued to one or more of the foregoing and
covering employees or former employees of one or more of the foregoing not in
excess of the cash surrender value of such policies.

                  "DESIGNATED BIDDER" means (i) an Affiliate of a Lender or (ii)
a special purpose corporation that is engaged in making, purchasing or otherwise
investing in commercial loans in the ordinary course of its business and that
issues (or the parent of which issues) commercial paper rated at least "Prime-1"
by Moody's or "A-1" by S&P or a comparable rating from the successor of either
of them, that, in the case of either clause (i) or (ii) above, (1) is organized
under the laws of the United States or any state thereof, (2) shall have become
a party hereto pursuant to subsections (e), (f) and (g) of Section 8.07, and (3)
is not otherwise a Lender. Notwithstanding the foregoing, each Designated Bidder
shall be subject to the written consent of the Borrower and the Administrative
Agent, such consent not to be unreasonably withheld.

                  "DESIGNATION AGREEMENT" means a designation agreement entered
into by the Borrower, a Lender (other than a Designated Bidder) and a Designated
Bidder, and accepted by the Administrative Agent, in substantially the form of
Exhibit J hereto.

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                                                                               9

                  "DOMESTIC LENDING OFFICE" means, with respect to any Lender,
the office of such Lender specified as its "Domestic Lending Office" in its
Administrative Questionnaire, or in the Assignment and Acceptance or New Lender
Agreement pursuant to which it became a Lender, or such other office of such
Lender as such Lender may from time to time specify to the Borrower and the
Administrative Agent.

                  "EFFECTIVE DATE" means the date on which the conditions
precedent set forth in Section 3.01 have been satisfied (or compliance therewith
shall have been waived by the Lenders), which date the Administrative Agent will
promptly confirm to the Borrower and the Lenders in writing, and which date
shall be no earlier than December 4, 2003.

                  "EFFECTIVE FEDERAL FUNDS RATE" means, for any day, the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York or, if such rate
is not so published for any day which is a Business Day, the average of the
quotations for such day on such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing selected by it.

                  "ELIGIBLE ASSIGNEE" means, with respect to any particular
assignment under Section 8.07, any bank or other entity approved in writing by
the Borrower expressly with respect to such assignment and, except as to such an
assignment by JPMorgan so long as JPMorgan is the Administrative Agent
hereunder, the Administrative Agent shall be an Eligible Assignee for purposes
of this Agreement, provided that neither the Administrative Agent's nor the
Borrower's approval shall be unreasonably withheld, and provided further that no
such approval shall be necessary if (i) the assignee is a Lender Affiliate, (ii)
the assignee was a Lender immediately prior to such assignment, or (iii) if an
Event of Default shall then be continuing.

                  "EQUITY INTERESTS" means any capital stock, partnership, joint
venture, member or limited liability or unlimited liability company interest,
beneficial interest in a trust or similar entity or other equity interest or
investment of whatever nature.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations promulgated and rulings
issued from time to time thereunder.

                  "ERISA AFFILIATE" means any Person who is a member of the
Borrower's controlled group within the meaning of Section 4001(a)(14)(A) of
ERISA.

                  "EUROCURRENCY LIABILITIES" has the meaning assigned to that
term in Regulation D of the Board of Governors of the Federal Reserve System, as
in effect from time to time.

                  "EURODOLLAR LENDING OFFICE" means, with respect to each
Lender, the office of such Lender specified as its "Eurodollar Lending Office"
in its Administrative

<PAGE>

                                                                              10

Questionnaire or in the Assignment and Acceptance or Commitment Increase
Agreement pursuant to which it became a Lender (or, if no such office is
specified, its Domestic Lending Office) or such other office of such Lender as
such Lender may from time to time specify to the Borrower and the Administrative
Agent.

                  "EURODOLLAR RATE" means, for any Interest Period for each
Eurodollar Rate Advance comprising part of the same A Borrowing, the rate
appearing on Page 3750 of the Dow Jones Market 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 determined by the Administrative Agent 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 "Eurodollar Rate" with respect to such A Borrowing for such
Interest Period shall be the rate at which dollar deposits of $5,000,000 and for
a maturity comparable to such Interest Period are offered by the principal
London office of the 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.

                  "EURODOLLAR RATE ADVANCE" means an A Advance which bears
interest determined by reference to the Eurodollar Rate, as provided in Section
2.06(a)(ii).

                  "EURODOLLAR RATE MARGIN" means for any date the percentage per
annum applicable on such date as set forth in the row labeled "LIBOR Applicable
Margin" on Schedule II hereto, which is based on the ratings (or lack thereof)
by Moody's or S&P or both of the public long-term senior unsecured debt
securities of the Borrower.

                  "EURODOLLAR RESERVE PERCENTAGE" of any Lender for any Interest
Period for any Eurodollar Rate Advance means the reserve percentage applicable
during such Interest Period under regulations issued from time to time by the
Board of Governors of the Federal Reserve System (or if more than one such
percentage shall be so applicable, the daily average of such percentages for
those days in such Interest Period during which any such percentage shall be so
applicable) for determining the maximum reserve requirement (including any
emergency, supplemental or other marginal reserve requirement) for such Lender
with respect to liabilities or assets consisting of or including Eurocurrency
Liabilities having a term equal to such Interest Period.

                  "EVENTS OF DEFAULT" has the meaning specified in Section 6.01.

                  "EXTENSION REQUEST" means each request by the Borrower made
pursuant to Section 2.21 for the Lenders to extend the Stated Termination Date,
which shall contain the information in respect of such extension specified in
Exhibit G and shall be delivered to the Administrative Agent in writing.

<PAGE>

                                                                              11

                  "FACILITY FEE PERCENTAGE" means for any date the percentage
per annum applicable on such date as set forth in the row labeled "Facility Fee
Percentage" on Schedule II hereto, which is based on the ratings (or lack
thereof) by Moody's or S&P or both of the public long-term senior unsecured debt
securities of the Borrower.

                  "FINAL MATURITY DATE" means the first anniversary of the
Stated Termination Date or, if such day is not a Business Day, the next
preceding Business Day.

                  "GUARANTY", "GUARANTEED" and "GUARANTEEING" each means any act
by which a Person assumes, guarantees, endorses or otherwise incurs direct or
contingent liability in connection with, or agrees to purchase or otherwise
acquire or otherwise assures a creditor against loss in respect of, any Debt or
Project Financing of any Person other than the Borrower or any of its
consolidated Subsidiaries (excluding (i) any liability by endorsement of
negotiable instruments for deposit or collection or similar transactions in the
ordinary course of business, (ii) any liability in connection with obligations
of the Borrower or any of its consolidated Subsidiaries, including obligations
under any conditional sales agreement, equipment trust financing or equipment
lease, (iii) any liability or other act of the Borrower or any of its
Subsidiaries under arrangements entered into in connection with the CLAM Credit
Agreement, and (iv) any such act in connection with a Project Financing that
either (A) guarantees to the provider of such Project Financing or any other
Person performance of the acquisition, improvement, installation, design,
engineering, construction, development, completion, maintenance or operation of,
or otherwise affects any such act in respect of, all or any portion of the
project that is financed by such Project Financing or performance by a Project
Financing Subsidiary of certain obligations to Persons other than the provider
of such Project Financing, except during any period, and then only to the
extent, that such guaranty is a direct guaranty of payment of such Project
Financing (other than a guaranty of payment of the type referred to in subclause
(B) below) or (B) is contingent upon, or the obligation to pay or perform under
which is contingent upon, the occurrence or existence of any event or condition
other than or in addition to (1) the passage of time, (2) any Project Financing
becoming due, (3) the commencement of bankruptcy, insolvency or similar
proceedings by the obligor on any Project Financing or (4) the failure of the
obligor on any Project Financing to satisfy a financial ratio, covenant or other
similar financial measurement test, but only during such period as such act is
not by its terms presently enforceable, or if so enforceable, there is not a
reasonable probability that the guarantor will be called upon to perform
thereunder (or to make capital contributions in lieu of performance thereunder)
(any such act referred to in this clause (iv) being a "CONTINGENT GUARANTY"));
provided, however, that for the purposes of this definition the liability of the
Borrower or any of its Subsidiaries with respect to any obligation as to which a
third party or parties are jointly, or jointly and severally, liable as a
guarantor or otherwise as contemplated hereby and have not defaulted on its or
their portions thereof, shall be only its pro rata portion of such obligation.

                  "INDEMNIFIED PARTY" means any or all of the Lenders, the
Arranger and the Administrative Agent.

                  "INITIAL LENDERS" has the meaning specified in the
introduction hereto.

<PAGE>

                                                                              12

                  "INSUFFICIENCY" means, with respect to any Plan, the amount,
if any, of its unfunded benefit liabilities, as defined in Section 4001(a)(18)
of ERISA.

                  "INTEREST PERIOD" means, for each Eurodollar Rate Advance
comprising part of the same A Borrowing, the period beginning on the date of
such Advance or the date of the Conversion of any Advance into such Advance and
ending on the last day of the period selected by the Borrower pursuant to the
provisions below and, thereafter, each subsequent period commencing on the last
day of the immediately preceding Interest Period and ending on the last day of
the period selected by the Borrower pursuant to the provisions below. The
duration of each such Interest Period for a Eurodollar Rate Advance shall be (i)
one, two, three or six months upon notice received by the Administrative Agent
not later than 12:00 noon (New York City time) on the third Business Day prior
to the first day of such Interest Period, or (ii) subject to availability to
each Lender, nine or twelve months upon notice received by the Administrative
Agent not later than 12:00 noon (New York City time) on the fourth Business Day
prior to the first day of such Interest Period, in each case as the Borrower may
select; provided, however, that:

                  (A) the duration of any Interest Period which commences before
         the Termination Date and would otherwise end after the Termination Date
         shall end on the Termination Date and the duration of any Interest
         Period which would otherwise end after the Final Maturity Date shall
         end on the Final Maturity Date;

                  (B) if the last day of such Interest Period would otherwise
         occur on a day which is not a Business Day, such last day shall be
         extended to the next succeeding Business Day, except if such extension
         would cause such last day to occur in a new calendar month, then such
         last day shall occur on the next preceding Business Day;

                  (C) Interest Periods commencing on the same date for A
         Advances comprising the same A Borrowing shall be of the same duration;
         and

                  (D) any Interest Period which begins on the last Business Day
         of a calendar month (or on a day for which there is no numerically
         corresponding day in the calendar month at the end of such Interest
         Period) shall, subject to clause (A) above, end on the last Business
         Day of a calendar month.

                  "JPMORGAN" means JPMorgan Chase Bank, and its successors.

                  "LENDER AFFILIATE" means, with respect to any Lender, (a) an
Affiliate of such Lender or (b) any entity (whether a corporation, partnership,
trust or otherwise) that is engaged in making, purchasing, holding or otherwise
investing in bank loans and similar extensions of credit in the ordinary course
of its business and is administered or managed by a Lender or an Affiliate of
such Lender (with such Lender or Affiliate having the sole right and
responsibility with respect to the approval of amendments and waivers to this
Agreement, the Notes and all related agreements and instruments entered into
from time to time).

<PAGE>

                                                                              13

                  "LENDERS" means the Initial Lenders, each bank or other
financial institution that shall become a party hereto pursuant to Section 2.20,
each Eligible Assignee that shall become a party hereto pursuant to Section
8.07(a), (b) and (d) and, except when used in reference to an A Advance, an A
Borrowing, a Commitment or a term related to any of the foregoing, each
Designated Bidder.

                  "LIEN" means any lien, security interest or other charge or
encumbrance, or any assignment of the right to receive income, or any other type
of preferential arrangement, in each case to secure any Debt or any Guaranty of
any Person; provided that (i) the creation of interests in property of the
character commonly referred to as a "royalty interest" or "overriding royalty
interest", farmouts, joint operating or unitization agreements, or other similar
transactions in the ordinary course of business and (ii) borrowings under life
insurance policies as described in clause (4) of the proviso to the definition
of "Debt" shall not be deemed to create a Lien.

                  "LL&E" means The Louisiana Land and Exploration Company, a
Maryland corporation and a wholly-owned Subsidiary of the Borrower.

                  "LONG-TERM REVOLVING CREDIT AGREEMENT" means the Long-Term
Revolving Credit Agreement dated as of February 25, 1998, as amended and
restated through the date hereof, among the Borrower, the financial institutions
party thereto, JPMorgan, as administrative agent and auction administrative
agent for such financial institutions, Citibank, N.A. and Fleet National Bank,
as co-syndication agents, and Bank of America, N.A. and Toronto Dominion
(Texas), Inc., as co-documentation agents, as the same may be amended, restated,
supplemented, extended, replaced or otherwise modified from time to time.

                  "MAJORITY LENDERS" means i) for purposes of acceleration of
the Advances and other amounts outstanding under Article 6 hereof, Lenders
holding at least 51% of the then aggregate unpaid principal amount of the
Advances held by Lenders or (ii) for all other purposes of this Agreement,
Lenders having at least 51% of the Commitments.

                  "MARGIN STOCK" means "margin stock" as defined in Regulation U
of the Board of Governors of the Federal Reserve System, as in effect from time
to time.

                  "MATERIAL ADVERSE EFFECT" means a material adverse effect on
the financial condition or operations of the Borrower and its consolidated
Subsidiaries on a consolidated basis.

                  "MATERIAL PLAN" means any Plan the assets of which exceed
$50,000,000 or the liabilities of which for unfunded vested benefits determined
on a plan termination basis (in accordance with Title IV of ERISA) exceed
$10,000,000.

                  "MATERIAL SUBSIDIARY" means, from time to time, any Subsidiary
of the Borrower (other than a Project Financing Subsidiary) then owning assets
(determined on a consolidated basis) that equal or exceed 10% of the book value
of the consolidated assets of the Borrower and its consolidated Subsidiaries at
such time.

<PAGE>

                                                                              14

                  "MOODY'S" means Moody's Investors Service.

                  "MORGAN" means Morgan Guaranty Trust Company of New York, and
its successors.

                  "MORGAN GOLD LOANS" means the obligations of LL&E under the
respective Credit Agreements dated as of December 23, 1994 and March 31, 1995
between LL&E and Morgan, or under any additional credit agreements on
substantially similar terms, in each case, as amended, restated, supplemented,
extended, replaced or otherwise modified from time to time, provided that the
aggregate outstanding amount borrowed thereunder shall at no time exceed 35,000
ounces of gold.

                  "MULTIEMPLOYER PLAN" means a "multiemployer plan" as defined
in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is
making or accruing an obligation to make contributions, or has within any of the
preceding five plan years made or accrued an obligation to make contributions,
such plan being maintained pursuant to one or more collective bargaining
agreements.

                  "MULTIPLE EMPLOYER PLAN" means a single employer plan, as
defined in Section 4001(a)(15) of ERISA, which (i) is maintained for employees
of the Borrower or an ERISA Affiliate and at least one Person other than the
Borrower and its ERISA Affiliates or (ii) was so maintained and in respect of
which the Borrower or an ERISA Affiliate could have liability under Section 4064
or 4069 of ERISA in the event such plan has been or were to be terminated.

                  "NEW LENDER" has the meaning specified in Section 2.20(b).

                  "NEW LENDER AGREEMENT" has the meaning specified in Section
2.20(b).

                  "NOTE" means a promissory note of the Borrower payable to the
order of any Lender, in substantially the form of Exhibit A hereto, evidencing
the aggregate indebtedness of the Borrower to such Lender resulting from the
Advances made by such Lender.

                  "NOTICE OF A BORROWING" has the meaning specified in Section
2.02(a).

                  "NOTICE OF B BORROWING" has the meaning specified in Section
2.19(a).

                  "OBJECTING LENDERS" has the meaning specified in Section
2.21(a).

                  "OFFERED INCREASE AMOUNT" has the meaning specified in Section
2.20(a).

                  "ORIGINAL EFFECTIVE DATE" means February 25, 1998.

                  "OVERDUE REIMBURSEMENT OBLIGATIONS" means with respect to any
Person non-contingent obligations of such Person to reimburse a bank or other
Person in

<PAGE>

                                                                              15

respect of amounts paid under a letter of credit or similar instrument that are
not paid on or prior to the fifth Business Day after the due date therefor.

                  "PBGC" means the Pension Benefit Guaranty Corporation (or any
successor).

                  "PERMITTED ASSETS" means (i) hydrocarbon or other reserves
(including proved, probable, possible or speculative reserves), (ii) properties,
assets, rights or business related to reserves (including real property,
gathering systems, plants, pipelines, equipment and processing and treatment
facilities), (iii) other fixed or operating assets and (iv) Equity Interests in
any and all Business Entities that are or become Subsidiaries of the Borrower
owning assets referred to in any of the foregoing clauses.

                  "PERMITTED LIENS" means

                  (i) inchoate Liens and charges imposed by law and incidental
         to construction, maintenance, development or operation of properties,
         or the operation of business, in the ordinary course of business if
         payment of the obligation secured thereby is not yet overdue or if the
         validity or amount of which is being contested in good faith by the
         Borrower or any Subsidiary of the Borrower;

                  (ii) Liens for taxes, assessments, obligations under workers'
         compensation or other social security legislation or other governmental
         requirements, charges or levies, in each case not yet overdue;

                  (iii) Liens reserved in any oil, gas or other mineral lease
         entered into in the ordinary course of business for rent, royalty or
         delay rental under such lease and for compliance with the terms of such
         lease;

                  (iv) easements, servitudes, rights-of-way and other rights,
         exceptions, reservations, conditions, limitations, covenants and other
         restrictions which do not materially interfere with the operation,
         value or use of the properties affected thereby;

                  (v) conventional provisions contained in any contracts or
         agreements affecting properties under which the Borrower or a
         Subsidiary of the Borrower is required immediately before the
         expiration, termination or abandonment of a particular property to
         reassign to the Borrower's or a Subsidiary's predecessor in title all
         or a portion of the Borrower's or such Subsidiary's rights, titles and
         interests in and to all or a portion of such property;

                  (vi) any Lien reserved in a grant or conveyance in the nature
         of a farm-out or conditional assignment to the Borrower or any of its
         Subsidiaries entered into in the ordinary course of business on
         reasonable terms to secure undertakings of the Borrower or such
         Subsidiary in such grant or conveyance;

<PAGE>

                                                                              16

                  (vii) any Lien consisting of (A) statutory landlord's liens
         under leases to which the Borrower or any Subsidiary of the Borrower is
         a party or other Liens on leased property reserved in leases thereof
         for rent or for compliance with the terms of such leases, (B) rights
         reserved to or vested in any municipality or governmental, statutory or
         public authority to control or regulate any property of the Borrower or
         any of its Subsidiaries or to use such property in any manner which
         does not materially impair the use of such property for the purposes
         for which it is held by the Borrower or any such Subsidiary, (C)
         obligations or duties to any municipality or public authority with
         respect to any franchise, grant, license, lease or permit and the
         rights reserved or vested in any governmental authority or public
         utility to terminate any such franchise, grant, license, lease or
         permit or to condemn or expropriate any property, and (D) zoning laws
         and ordinances and municipal regulations;

                  (viii) Liens on Equity Interests in, or Debt or other
         obligations of, CLAM owned by the Borrower or any of its Subsidiaries,
         which Liens secure Debt of CLAM; and

                  (ix) any Lien on any assets (including Equity Interests and
         other obligations) securing Debt incurred or assumed for the purpose of
         financing all or any part of the cost of acquiring, improving,
         installing, designing, engineering, developing (including drilling), or
         constructing such assets, provided that such Lien attaches to such
         assets concurrently with or within 360 days after the acquisition or
         completion of development, construction or installation thereof or
         improvement thereto.

                  "PERSON" means an individual, a Business Entity, or a country
or any political subdivision thereof or any agency or instrumentality of such
country or subdivision.

                  "PLAN" means a Single Employer Plan or a Multiple Employer
Plan.

                  "PROJECT FINANCING" means any Debt incurred to finance or
refinance the acquisition, improvement, installation, design, engineering,
construction, development, completion, maintenance or operation of, or otherwise
in respect of, all or any portion of any project, or any asset related thereto,
and any Guaranty with respect thereto, other than any portion of such Debt or
Guaranty permitting or providing for recourse against the Borrower or any of its
Subsidiaries other than (i) recourse to the Equity Interests in, Debt or other
obligations of, or assets of, one or more Project Financing Subsidiaries, and
(ii) such recourse as exists under any Contingent Guaranty.

                  "PROJECT FINANCING SUBSIDIARY" means any Subsidiary of the
Borrower whose principal purpose is to incur Project Financing, or to become a
direct or indirect partner, member or other equity participant or owner in a
Business Entity so created, and substantially all the assets of which Subsidiary
or Business Entity are limited to those assets being financed (or to be
financed), or the operation of which is being financed (or

<PAGE>

                                                                              17

to be financed), in whole or in part by a Project Financing or to Equity
Interests in, or Debt or other obligations of, one or more other such
Subsidiaries or Business Entities.

                  "RE-ALLOCATION DATE" has the meaning specified in Section
2.20(e).

                  "REGISTER" has the meaning specified in Section 8.07(c).

                  "RELATED PERSON" means, with respect to any member of the
group comprised of a particular Business Entity and its Affiliates and the
respective directors, officers, employees or agents of such Business Entity and
its Affiliates, each other member of such group.

                  "REQUIRED LENDERS" means Lenders (i) that are not Objecting
Lenders with respect to any previous Extension Request and (ii) that have
Commitment Percentages aggregating at least 51% of the aggregate Commitment
Percentages of such non-Objecting Lenders.

                  "REVOLVING A ADVANCE" means an A Advance made or to be made by
a Lender pursuant to Section 2.01(a).

                  "S&P" means Standard and Poor's, a division of The McGraw-Hill
Companies, Inc.

                  "SINGLE EMPLOYER PLAN" means a single employer plan, as
defined in Section 4001(a)(15) of ERISA, that (i) is maintained for employees of
the Borrower or an ERISA Affiliate and no Person other than the Borrower and its
ERISA Affiliates or (ii) was so maintained and in respect of which the Borrower
or an ERISA Affiliate could have liability under Section 4069 of ERISA in the
event such plan has been or were to be terminated.

                  "STATED TERMINATION DATE" means December 2, 2004, or such
later date as shall be determined pursuant to the provisions of Section 2.21
with respect to non-Objecting Lenders, provided that if such date is not a
Business Day, the Stated Termination Date shall be the next preceding Business
Day.

                  "SUBSIDIARY" means, as to any Person, any Business Entity of
which shares of stock or other Equity Interests having ordinary voting power
(other than stock or such other Equity Interests having such power only by
reason of the happening of a contingency) to elect a majority of the board of
directors or other managers of such Business Entity are at the time owned,
directly or indirectly through one or more Subsidiaries, or both, by such
Person. Unless otherwise qualified, all references to a "Subsidiary" or to
"Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of
the Borrower.

                  "TERMINATION DATE" means the earlier of (i) the Stated
Termination Date and (ii) the date of termination in whole of the Commitments
pursuant to Section 2.04 or 6.01.

<PAGE>

                                                                              18

                  "TERMINATION EVENT" means (i) a "reportable event," as such
term is described in Section 4043 of ERISA (other than a "reportable event" not
subject to the provision for 30-day notice to the PBGC), or an event described
in Section 4062(e) of ERISA, or (ii) the withdrawal of the Borrower or any ERISA
Affiliate from a Multiple Employer Plan during a plan year in which it was a
"substantial employer," as such term is defined in Section 4001(a)(2) of ERISA,
or the incurrence of liability by the Borrower or any ERISA Affiliate under
Section 4064 of ERISA upon the termination of a Multiple Employer Plan, or (iii)
the filing of a notice of intent to terminate a Plan or the treatment of a Plan
amendment as a termination under Section 4041 of ERISA, or (iv) the institution
of proceedings to terminate a Plan by the PBGC under Section 4042 of ERISA, or
(v) the conditions set forth in Section 302(f)(1)(A) and (B) of ERISA to the
creation of a lien upon property or rights to property of the Borrower or any
ERISA Affiliate for failure to make a required payment to a Plan are satisfied,
or (vi) the adoption of an amendment to a Plan requiring the provision of
security to such Plan, pursuant to Section 307 of ERISA, or (vii) any other
event or condition which might constitute grounds under Section 4042 of ERISA
for the termination of, or the appointment of a trustee to administer, any Plan.

                  "TERM A ADVANCE" means an A Advance made or to be made by a
Lender pursuant to Section 2.01(b).

                  "TYPE" has the meaning specified in the definition of "A
Advance".

                  "UTILIZATION FEE PERIOD" means any period during the term of
this Agreement commencing on the Effective Date or on a subsequent January 1,
April 1, July 1 or October 1 and ending in each case on the earliest to occur of
the next succeeding March 31, June 30, September 30 or December 31 and the
Termination Date.

                  "WITHDRAWAL LIABILITY" shall have the meaning given such term
under Part I of Subtitle E of Title IV of ERISA.

                  SECTION 1.02. Computation of Time Periods. Unless otherwise
stated in this Agreement, in the computation of a period of time from a
specified date to a later specified date, the word "from" means "from and
including" and the words "to" and "until" each means "to but excluding."

                  SECTION 1.03. Accounting and Other Terms. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature used
herein or in any determination of compliance with any covenant or other
provision hereof shall be construed in accordance with generally accepted
accounting principles referred to in Section 1.03 of the Long-Term Revolving
Credit Agreement as such agreement is in effect on the date hereof. "INCLUDE",
"INCLUDES" and "INCLUDING" shall be deemed to be followed by "without
limitation" whether or not they are in fact followed by such words or words of
like import. References to any agreement or contract are to such agreement or
contract as amended, modified or supplemented from time to time in accordance
with the terms hereof and thereof.
<PAGE>

                                                                              19

                  SECTION 1.04. References. The words "HEREOF", "HEREIN" and
"HEREUNDER" and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement, and Article, Section, Schedule and Exhibit references are to this
Agreement unless otherwise specified.

                                   ARTICLE II

                        Amounts and Terms of the Advances

                  SECTION 2.01. (a) Revolving A Advances. Each Lender severally
agrees, on the terms and conditions hereinafter set forth, to make A Advances to
the Borrower from time to time on any Business Day during the period from the
Effective Date to and including the Termination Date in an aggregate amount not
to exceed at any time outstanding the amount set forth opposite such Lender's
name on Schedule III hereto, or, if such Lender has entered into any Assignment
and Acceptance or Commitment Increase Agreement or a New Lender Agreement, set
forth for such Lender in the Register maintained by the Administrative Agent
pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section
2.04 (such Lender's "COMMITMENT"), provided that the aggregate amount of the
Commitments of the Lenders shall be deemed used from time to time to the extent
of the aggregate amount of the B Advances then outstanding and such deemed use
of the aggregate amount of such Commitments shall be applied to all the Lenders
ratably according to their respective Commitments (such deemed use of the
aggregate amount of the Commitments being a "B REDUCTION"). Each A Borrowing
consisting of Revolving A Advances shall be in an aggregate amount of
$10,000,000 in the case of an A Borrowing comprised of Base Rate Advances and
$25,000,000 in the case of an A Borrowing comprised of Eurodollar Rate Advances,
or, in either case an integral multiple of $1,000,000 in excess thereof (or, in
the case of an A Borrowing of Base Rate Advances, the aggregate unused
Commitments, if less) and shall consist of A Advances of the same Type made on
the same day by the Lenders ratably according to their respective Commitments.
Within the limits of each Lender's Commitment, the Borrower may make more than
one Borrowing on any Business Day and may borrow, prepay pursuant to Section
2.10, and reborrow under this Section 2.01(a).

                  (b) Term A Advances. Each Lender severally agrees, at the
option of the Borrower and on the terms and conditions set forth in this
Agreement, to make an A Advance to the Borrower on the Stated Termination Date
in an aggregate amount up to but not exceeding the amount of its Commitment.
Each A Borrowing consisting of Term A Advances shall be in an aggregate amount
of $10,000,000 in the case of an A Borrowing comprised of Base Rate Advances and
$25,000,000 in the case of an A Borrowing comprised of Eurodollar Rate Advances,
or, in either case an integral multiple of $1,000,000 in excess thereof and
shall consist of A Advances of the same Type made on the Stated Termination Date
by the Lenders ratably according to their respective Commitments.

<PAGE>

                                                                              20

                  SECTION 2.02. Making the A Advances. (a) Each A Borrowing
shall be made on notice by the Borrower to the Administrative Agent (a "NOTICE
OF A BORROWING") received by the Administrative Agent, (i) in the case of a
proposed A Borrowing comprised of Base Rate Advances, not later than 10:00 A.M.
(New York City time) on the Business Day of such proposed A Borrowing, and (ii)
in the case of a proposed A Borrowing comprised of Eurodollar Rate Advances, not
later than 12:00 noon (New York City time) on the third Business Day prior to
the date of such proposed A Borrowing. Each Notice of A Borrowing shall be by
telecopy, telefax or other teletransmission or by telephone (and if by
telephone, confirmed promptly by telecopier, telefax or other teletransmission),
in substantially the form of Exhibit B hereto, specifying therein the requested
(w) date of such A Borrowing, (x) Type of A Advances comprising such A Borrowing
and, additionally, whether such A Borrowing consists of Revolving A Advances or
Term A Advances, (y) aggregate amount of such A Borrowing, and (z) in the case
of an A Borrowing comprised of Eurodollar Rate Advances, the initial Interest
Period for each such A Advance. Each Lender shall, before 1:00 p.m. (New York
City time) on the date of such A Borrowing, make available for the account of
its Applicable Lending Office to the Administrative Agent in care of JPMorgan
Chase Bank, Loan and Agency Services, 1111 Fannin, 10th Floor, Houston, Texas
77002, Attention: Karla Contreras, Reference: Burlington Resources Inc., or at
such other location designated by notice from the Administrative Agent to the
Lenders pursuant to Section 8.02, in same day funds, such Lender's ratable
portion of such A Borrowing. Immediately after the Administrative Agent's
receipt of such funds and upon fulfillment of the applicable conditions set
forth in Article 3, the Administrative Agent will make such funds available to
the Borrower at JPMorgan Chase Bank, One Chase Manhattan Plaza, 8th Floor, New
York, NY 10081, or at any account of the Borrower maintained by the
Administrative Agent (or any successor Administrative Agent) designated by the
Borrower and agreed to by the Administrative Agent (or such successor
Administrative Agent), in same day funds.

                  (b) Each Notice of A Borrowing shall be irrevocable and
binding on the Borrower. In the case of any A Borrowing which the related Notice
of A Borrowing specified is to be comprised of Eurodollar Rate Advances, if such
A Advances are not made as a result of any failure to fulfill on or before the
date specified for such A Borrowing the applicable conditions set forth in
Article 3, the Borrower shall indemnify each Lender against any loss, cost or
expense incurred by such Lender as a result of such failure, including any loss,
cost or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by such Lender to fund the A Advance to be made
by such Lender as part of such A Borrowing.

                  (c) If any Lender makes a Term A Advance to the Borrower
hereunder on a day on which the Borrower is to repay all or any part of an
outstanding Revolving A Advance from such Lender, such Lender shall apply the
proceeds of its Term A Advance to make such repayment and only an amount equal
to the difference (if any) between the amount being borrowed and the amount
being repaid shall be made available by such Lender to the Administrative Agent
as provided in subsection 2.02(a), or remitted by the Borrower to the
Administrative Agent as provided in Section 2.14, as the case may be.

<PAGE>

                                                                              21

                  (d) Unless the Administrative Agent shall have received notice
from a Lender prior to the date of any A Borrowing that such Lender will not
make available to the Administrative Agent such Lender's ratable portion of such
A Borrowing, the Administrative Agent may assume that such Lender has made such
portion available to the Administrative Agent on the date of such A Borrowing in
accordance with subsections (a) and (c) of this Section 2.02 and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrower on such date a corresponding amount. If and to the extent such
Lender shall not have so made such ratable portion available to the
Administrative Agent, such Lender and the Borrower severally agree to repay to
the Administrative Agent forthwith on demand such corresponding amount together
with interest thereon, for each day from the date such amount is made available
to the Borrower until the date such amount is repaid to the Administrative
Agent, at the Effective Federal Funds Rate for such day. If such Lender shall
repay to the Administrative Agent such corresponding amount, such amount so
repaid shall constitute such Lender's A Advance to the Borrower as part of such
A Borrowing for purposes of this Agreement.

                  (e) The failure of any Lender to make the A Advance to be made
by it as part of any A Borrowing shall not relieve any other Lender of its
obligation, if any, hereunder to make its A Advance on the date of such A
Borrowing, but no Lender shall be responsible for the failure of any other
Lender to make the A Advance to be made by such other Lender on the date of any
A Borrowing.

                  SECTION 2.03. Fees. (a) FACILITY FEE. The Borrower agrees to
pay to the Administrative Agent for the account of each Lender (other than a
Designated Bidder) a facility fee on the average daily amount of such Lender's
Commitment, whether or not used or deemed used, from the Effective Date in the
case of each Initial Lender and from the effective date specified in the
Assignment and Acceptance or Commitment Increase Agreement pursuant to which it
became a Lender in the case of each other Lender, in each case until the
Termination Date, payable quarterly in arrears on the last day of each March,
June, September and December during the term of such Lender's Commitment and on
the Termination Date, at a rate per annum equal to the Facility Fee Percentage
in effect from time to time.

                  (b) UTILIZATION FEE. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender (i) for any Utilization Fee
Period, if during such Utilization Fee Period the Average Aggregate Facility
Advances were greater than 25% and less than or equal to 50% of the Average
Aggregate Facility Commitments, a utilization fee of 0.125% per annum on the
average daily amount of such Lender's Advances during such Utilization Fee
Period; and (ii) for any Utilization Fee Period, if during such Utilization Fee
Period the Average Aggregate Facility Advances were greater than 50% of the
Average Aggregate Facility Commitments, a utilization fee of 0.25% per annum on
the average daily amount of such Lender's Advances during such Utilization Fee
Period. If a utilization fee is owing in respect of any Utilization Fee Period,
such fee shall be payable on the last day of such Utilization Fee Period.

<PAGE>

                                                                              22

                  (c) TERM A ADVANCE PREMIUM FEE. The Borrower agrees to pay to
the Administrative Agent for the account of each Lender a premium fee of 0.25%
per annum on the average daily amount of the outstanding principal amount of
such Lender's Term A Advances hereunder, payable quarterly in arrears on the
last day of each March, June, September and December and on the date on which
the last of such Lender's Term A Advances shall be repaid.

                  (d) AGENCY FEE. The Borrower agrees to pay to the
Administrative Agent, for its own account, such agency fees as may be separately
agreed to in writing by the Borrower and the Administrative Agent, such fees to
be in the amounts and payable on the dates as may be so agreed to.

                  (e) ARRANGEMENT FEE. The Borrower agrees to pay to the
Administrative Agent, for its own account, an arrangement fee in the amount and
payable on the date separately agreed to in writing by the Administrative Agent
and the Borrower.

                  SECTION 2.04. Reduction of the Commitments. The Borrower shall
have the right, upon at least three Business Days' notice to the Administrative
Agent, to terminate in whole or reduce ratably in part the unused portions of
the Commitments of the Lenders (being the amount by which such Commitments
exceed the aggregate outstanding principal amount of all Advances), provided
that each partial reduction shall be in the aggregate amount of $20,000,000 or
any whole multiple of $1,000,000 in excess thereof.

                  SECTION 2.05. Repayment of A Advances. (a) The Borrower shall
repay to each Lender on the Termination Date the aggregate principal amount of
the Revolving A Advances, together with accrued interest thereon, then owing to
such Lender.

                  (b) The Borrower shall repay to each Lender on the Final
Maturity Date the aggregate principal amount of the Term A Advances, together
with accrued interest thereon, then owing to such Lender.

                  SECTION 2.06. Interest on A Advances. (a) ORDINARY INTEREST.
The Borrower shall pay interest on the unpaid principal amount of each A Advance
owing to each Lender from the date of such A Advance until such principal amount
is due (whether at stated maturity, by acceleration or otherwise), at the
following rates:

                  (i) BASE RATE ADVANCES. During such periods as such A Advance
         is a Base Rate Advance, a rate per annum equal at all times to the Base
         Rate in effect from time to time plus, in the case of any Term A
         Advance, as additional interest in lieu of the facility fee, the
         Facility Fee Percentage in effect from time to time, payable quarterly
         in arrears on the last day of each March, June, September and December
         during such periods and on the date such Base Rate Advance shall be
         Converted or due (whether at stated maturity, by acceleration or
         otherwise).

                  (ii) EURODOLLAR RATE ADVANCES. During such periods as such A
         Advance is a Eurodollar Rate Advance, a rate per annum equal at all
         times during each Interest Period for such A Advance to the sum of the
         Eurodollar Rate for such

<PAGE>

                                                                              23

         Interest Period plus the Eurodollar Rate Margin in effect from time to
         time plus, in the case of any Term A Advance, as additional interest in
         lieu of the facility fee, the Facility Fee Percentage in effect from
         time to time, payable on the last day of each such Interest Period and,
         if any such Interest Period has a duration of more than three months,
         on each day which occurs during such Interest Period every three months
         from the first day of such Interest Period and, if such A Advance is
         Converted into a Base Rate Advance on any date other than the last day
         of any Interest Period for such A Advance, on the date of such
         Conversion or, if later, the Business Day on which the Borrower shall
         have received at least one Business Day's prior notice from the
         Administrative Agent or the applicable Lender of the amount of unpaid
         interest accrued on such A Advance to the date of such Conversion.

                  (iii) ADDITIONAL INTEREST ON TERM A ADVANCES. In addition to
         amounts payable under clause (i) or (ii) above and under Section
         2.03(c) in respect of any Term A Advance, the Borrower shall pay to
         each Lender hereunder as additional interest an amount in lieu of the
         utilization fee equal to 0.25% per annum on the average daily amount of
         such Lender's Term A Advances during any period (each such period, an
         "Additional Interest Period") commencing on the Termination Date or on
         a subsequent January 1, April 1, July 1 or October 1 and ending in each
         case on the earliest to occur of the next succeeding March 31, June 30,
         September 30 or December 31 and the Final Maturity Date (or, if any
         Term A Advances remain outstanding after the Final Maturity Date, such
         later date on which all such Advances are repaid in full). Additional
         interest owing in respect of any Additional Interest Period shall be
         payable on the last day of such Additional Interest Period; provided
         that additional interest owing after the Final Maturity Date shall be
         payable on demand.

                  (b) DEFAULT INTEREST. The Borrower shall pay interest on the
unpaid principal amount of each Advance that is not paid when due (whether at
stated maturity, by acceleration or otherwise) from the date on which such
amount is due until such amount is paid in full, payable on demand, at a rate
per annum equal at all times (i) from such due date to the last day of the then
existing Interest Period therefor, in the case of each Eurodollar Rate Advance,
to 1% per annum above the interest rate per annum required to be paid on such A
Advance immediately prior to the date on which such amount became due and (ii)
from and after the last day of the then existing Interest Period therefor, in
the case of each Eurodollar Rate Advance, and at all times in the case of each
Base Rate Advance or B Advance, to 1% per annum above the Base Rate in effect
from time to time, plus, in the case of a Term A Advance, any additional
interest payable pursuant to Section 2.06(a)(iii).

                  SECTION 2.07. Additional Interest on Eurodollar Rate Advances.
If any Lender shall determine in good faith that reserves under regulations of
the Board of Governors of the Federal Reserve System are required to be
maintained by it in respect of, or a portion of its costs of maintaining
reserves under such regulations is properly attributable to, one or more of its
Eurodollar Rate Advances, the Borrower shall pay to such Lender additional
interest on the unpaid principal amount of each such Eurodollar

<PAGE>

                                                                              24

Rate Advance payable on the same day or days on which interest is payable on
such A Advance, at an interest rate per annum up to but not exceeding at all
times during each Interest Period for such A Advance the excess of (i) the rate
obtained by dividing the Eurodollar Rate for such Interest Period by a
percentage equal to 100% minus the Eurodollar Reserve Percentage, if any, for
such Lender for such Interest Period over (ii) the Eurodollar Rate for such
Interest Period. Any Lender wishing to require payment of such additional
interest (x) shall so notify the Borrower and the Administrative Agent, in which
case such additional interest on the Eurodollar Rate Advances of such Lender
shall be payable to such Lender at the place indicated in such notice with
respect to each Interest Period commencing at least five Business Days after the
giving of such notice and (y) shall furnish to the Borrower at least five
Business Days prior to each date on which interest is payable on the Eurodollar
Rate Advances an officer's certificate setting forth the amount to which such
Lender is then entitled under this Section, which certificate shall be
conclusive and binding for all purposes, absent manifest error.

                  SECTION 2.08. Interest Rate Determination. (a) The
Administrative Agent shall give prompt notice to the Borrower and the Lenders of
the applicable interest rate determined by the Administrative Agent for purposes
of Section 2.06(a)(i) or (ii), and, if any, the applicable interest rate under
Section 2.06(a)(iii).

                  (b) If, with respect to any Eurodollar Rate Advances, the
Majority Lenders determine and give notice to the Administrative Agent that as a
result of conditions in or generally affecting the relevant market, the rates of
interest determined on the basis of the Eurodollar Rate for any Interest Period
for such A Advances will not adequately reflect the cost to such Majority
Lenders of making, funding or maintaining their respective Eurodollar Rate
Advances for such Interest Period, the Administrative Agent shall forthwith so
notify the Borrower and the Lenders, whereupon:

                  (i) each such Eurodollar Rate Advance will automatically, on
         the last day of the then existing Interest Period therefor, Convert
         into a Base Rate Advance, and

                  (ii) the obligation of the Lenders to make, or to Convert A
         Advances into, Eurodollar Rate Advances shall be suspended until the
         Administrative Agent shall notify the Borrower and the Lenders that the
         circumstances causing such suspension no longer exist.

                  (c) If the Borrower shall fail to select the duration of any
Interest Period for any Eurodollar Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01, the
Administrative Agent will forthwith so notify the Borrower and the Lenders and
such Eurodollar Rate Advances will automatically, on the last day of the then
existing Interest Period therefor, Convert into Eurodollar Rate Advances with an
Interest Period of one month.

                  (d) On the date on which the aggregate unpaid principal amount
of A Advances comprising any A Borrowing shall be reduced, by payment or
prepayment or otherwise, to less than $10,000,000, such A Advances shall, if
they are Eurodollar

<PAGE>

                                                                              25

Rate Advances, automatically Convert into Base Rate Advances, and on and after
such date the right of the Borrower to Convert such A Advances into Eurodollar
Rate Advances shall terminate; provided, however, that if and so long as each
such A Advance shall be, or be elected to be Converted to, Eurodollar Rate
Advances having the same Interest Period as Eurodollar Rate Advances comprising
another A Borrowing or other A Borrowings, and the aggregate unpaid principal
amount of all such Eurodollar Rate Advances shall, or upon such Conversion will,
equal or exceed $20,000,000, the Borrower shall have the right to continue all
such Eurodollar Rate Advances as, or to Convert all such A Advances into,
Eurodollar Rate Advances having such Interest Period.

                  SECTION 2.09. Voluntary Conversion of A Advances. The Borrower
may on any Business Day, upon notice given to the Administrative Agent, not
later than 12:00 noon (New York City time) on the third Business Day prior to
the date of the proposed Conversion, and subject to the provisions of Section
2.08, 2.11 and 2.13, Convert all A Advances of one Type comprising the same A
Borrowing into A Advances of the other Type; provided, however, that any
Conversion of any Eurodollar Rate Advances into Base Rate Advances made on any
day other than the last day of an Interest Period for such Eurodollar Rate
Advances shall be subject to the provisions of Section 8.04(b). Each such notice
of a Conversion shall, within the restrictions specified above, specify (i) the
date of such Conversion, (ii) the A Advances to be Converted, and (iii) if such
Conversion is into Eurodollar Rate Advances, the duration of the Interest Period
for each such Eurodollar Rate Advance.

                  SECTION 2.10. Prepayments. The Borrower may, upon (i) in the
case of Eurodollar Rate Advances, at least three Business Days notice or (ii) in
the case of Base Rate Advances, telephonic notice not later than 12:00 noon (New
York City time) on the date of prepayment, to the Administrative Agent which
specifies the proposed date and aggregate principal amount of the prepayment and
the Type of A Advances to be prepaid, and if such notice is given the Borrower
shall, prepay the outstanding principal amounts of the A Advances comprising the
same A Borrowing in whole or ratably in part, together with accrued interest to
the date of such prepayment on the amount prepaid; provided, however, that (x)
each partial prepayment shall be in an aggregate principal amount not less than
$10,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in
the event of any such prepayment of Eurodollar Rate Advances on any day other
than the last day of an Interest Period for such Eurodollar Rate Advances, the
Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant
to, and to the extent required by, Section 8.04(b); provided, further, however,
that the Borrower will use its best efforts to give notice to the Administrative
Agent of the proposed prepayment of Base Rate Advances on the Business Day prior
to the date of such proposed prepayment.

                  SECTION 2.11. Increased Costs. (a) If, due to either (i) the
introduction after the Effective Date of or any change after the Effective Date
(including any change by way of imposition or increase of reserve requirements
or assessments other than those referred to in the definition of "Eurodollar
Reserve Percentage" contained in Section 1.01) in or in the interpretation of
any law or regulation or (ii) the compliance with any guideline or request
issued or made after the Effective Date from or by any central bank or other
governmental authority (whether or not having the force of law), in

<PAGE>

                                                                              26

each case above other than those referred to in Section 2.12, there shall be any
increase in the cost to any Lender of agreeing to make, fund or maintain, or of
making, funding or maintaining, Eurodollar Rate Advances funded in the interbank
Eurodollar market, then the Borrower shall from time to time, upon demand by
such Lender (with a copy of such demand to the Administrative Agent), pay to the
Administrative Agent for the account of such Lender additional amounts
sufficient to reimburse such Lender for all such increased costs (except those
incurred more than 60 days prior to the date of such demand; for the purposes
hereof any cost or expense allocable to a period prior to the publication or
effective date of such an introduction, change, guideline or request shall be
deemed to be incurred on the later of such publication or effective date). Each
Lender agrees to use its best reasonable efforts promptly to notify the Borrower
of any event referred to in clause (i) or (ii) above, provided that the failure
to give such notice shall not affect the rights of any Lender under this Section
2.11(a) (except as otherwise expressly provided above in this Section 2.11(a)).
A certificate as to the amount of such increased cost, submitted to the Borrower
and the Administrative Agent by such Lender, shall be conclusive and binding for
all purposes, absent manifest error. After one or more Lenders have notified the
Borrower of any increased costs pursuant to this Section 2.11, the Borrower may
specify by notice to the Administrative Agent and the affected Lenders that,
after the date of such notice whenever the election of a Eurodollar Rate Advance
by the Borrower for an Interest Period or portion thereof would give rise to
such increased costs, such election shall not apply to the A Advances of such
Lender or Lenders during such Interest Period or portion thereof, and, in lieu
thereof, such A Advances shall during such Interest Period or portion thereof be
Base Rate Advances. Each Lender agrees to use its best reasonable efforts
(including a reasonable effort to change its Applicable Lending Office or to
transfer its affected A Advances to an Affiliate of such Lender) to avoid, or
minimize the amount of, any demand for payment from the Borrower under this
Section 2.11, provided that such avoidance would not, in the reasonable judgment
of such Lender, be otherwise disadvantageous to such Lender.

                  (b) In the event that any Lender shall change its Eurodollar
Lending Office and such change results (at the time of such change) in increased
costs to such Lender, the Borrower shall not be liable to such Lender for such
increased costs incurred by such Lender to the extent, but only to the extent,
that such increased costs shall exceed the increased costs which such Lender
would have incurred if the Eurodollar Lending Office of such Lender had not been
so changed, but, subject to subsection (a) of this Section 2.11 and to Section
2.13, nothing herein shall require any Lender to change its Eurodollar Lending
Office for any reason.

                  SECTION 2.12. Increased Capital. If either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) compliance by any Lender with any guideline or request from
any central bank or other governmental authority (whether or not having the
force of law) affects or would affect the amount of capital required or expected
to be maintained by such Lender or any corporation controlling such Lender
(including any determination after the Effective Date by any such central bank,
governmental authority or comparable agency that, for purposes of capital
adequacy requirements, the Commitments hereunder do not constitute commitments
with an original maturity of one year or less) and such Lender determines

<PAGE>

                                                                              27

that the amount of such capital is increased by or based upon the existence of
such Lender's commitment to lend hereunder and other commitments of this type,
then, within ten days after demand, and delivery to the Borrower of the
certificate referred to in the last sentence of this Section 2.12 by such Lender
(with a copy of such demand to the Administrative Agent), the Borrower shall pay
to the Administrative Agent for the account of such Lender, from time to time as
specified by such Lender, additional amounts sufficient to compensate such
Lender or such corporation in the light of such circumstances, to the extent
that such Lender reasonably determines such increase in capital to be allocable
to the existence of such Lender's commitment to lend hereunder (except any such
increase in capital incurred more than, or compensation attributable to the
period before, 90 days prior to the date of such demand; for the purposes hereof
any increase in capital allocable to, or compensation attributable to, a period
prior to the publication or effective date of such an introduction, change,
guideline or request shall be deemed to be incurred on the later of such
publication or effective date). Each Lender agrees to use its best reasonable
efforts promptly to notify the Borrower of any event referred to in clause (i)
or (ii) above, provided that the failure to give such notice shall not affect
the rights of any Lender under this Section 2.12 (except as otherwise expressly
provided above in this Section 2.12). A certificate in reasonable detail as to
the basis for, and the amount of, such compensation submitted to the Borrower
and the Administrative Agent by such Lender shall, in the absence of manifest
error, be conclusive and binding for all purposes.

                  SECTION 2.13. Illegality. Notwithstanding any other provision
of this Agreement, if the introduction of or any change in or in the
interpretation of any law or regulation shall make it unlawful, or any central
bank or other governmental authority shall assert that it is unlawful, for any
Lender or its Applicable Lending Office to perform its obligations hereunder to
make Eurodollar Rate Advances or to continue to fund or maintain such Advances
hereunder, such Lender may, by notice to the Borrower and the Administrative
Agent, suspend the right of the Borrower to elect Eurodollar Rate Advances from
such Lender and, if necessary in the reasonable opinion of such Lender to comply
with such law or regulation, Convert all such Eurodollar Rate Advances of such
Lender to Base Rate Advances at the latest time permitted by the applicable law
or regulation, and such suspension and, if applicable, such Conversion shall
continue until such Lender notifies the Borrower and the Administrative Agent
that the circumstances making it unlawful for such Lender to perform such
obligations no longer exist (which such Lender shall promptly do when such
circumstances no longer exist). So long as the obligation of any Lender to make
Eurodollar Rate Advances has been suspended under this Section 2.13, all Notices
of A Borrowing specifying A Advances of such Type shall be deemed, as to such
Lender, to be requests for Base Rate Advances. Each Lender agrees to use its
best reasonable efforts (including a reasonable effort to change its Applicable
Lending Office or to transfer its affected A Advances to an affiliate) to avoid
any such illegality, provided that such avoidance would not, in the reasonable
judgment of such Lender, be otherwise disadvantageous to such Lender.

                  SECTION 2.14. Payments and Computations. (a) The Borrower
shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or
2.19) and under the Notes, whether the amount so paid is owing to any or all of
the Lenders or to

<PAGE>

                                                                              28

the Administrative Agent, not later than 1:00 P.M. (New York City time) without
setoff, counterclaim, or any other deduction whatsoever, on the day when due in
U.S. dollars to the Administrative Agent in care of JPMorgan Chase Bank, Loan
and Agency Services, 1111 Fannin, 10th Floor, Houston, Texas 77002, Attention:
Karla Contreras, Reference: Burlington Resources Inc., or at such other location
designated by notice to the Borrower from the Administrative Agent and agreed to
by the Borrower, in same day funds. Each such payment made by the Borrower for
the account of any Lender hereunder, when so made to the Administrative Agent,
shall be deemed duly made for all purposes of this Agreement and the Notes,
except that if at any time any such payment is rescinded or must otherwise be
returned by the Administrative Agent or any Lender upon the bankruptcy,
insolvency or reorganization of the Borrower or otherwise, such payment shall be
deemed not to have been so made. The Administrative Agent will promptly
thereafter cause to be distributed like funds relating to the payment of
principal or interest or fees ratably (other than amounts payable pursuant to
Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b)) to the Lenders for the
account of their respective Applicable Lending Offices, and like funds relating
to the payment of any other amount payable to any Lender to such Lender for the
account of its Applicable Lending Office, in each case to be applied in
accordance with the terms of this Agreement. Upon its acceptance of an
Assignment and Acceptance and recording of the information contained therein in
the Register pursuant to Section 8.07(d), from and after the effective date
specified in such Assignment and Acceptance, the Administrative Agent shall make
all payments hereunder and under the Notes in respect of the interest assigned
thereby to the Lender assignee thereunder, and the parties to such Assignment
and Acceptance shall make all appropriate adjustments in such payments for
periods prior to such effective date directly between themselves.

                  (b) All computations of interest based on the Base Rate and of
facility fees and utilization fees (or amounts in lieu thereof) shall be made by
the Administrative Agent on the basis of a year of 365 or 366 days, as the case
may be, and all computations of interest based on the Eurodollar Rate, or the
Effective Federal Funds Rate shall be made by the Administrative Agent, and all
computations of interest pursuant to Section 2.07 shall be made by each Lender
with respect to its own Eurodollar Rate Advances, on the basis of a year of 360
days, in each case for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such interest or fees
are payable. Each determination by the Administrative Agent (or, in the case of
Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or 8.04(b), by each Lender with
respect to its own Advances) of an interest rate or an increased cost, loss or
expense or increased capital or of illegality or taxes hereunder shall be
conclusive and binding for all purposes if made reasonably and in good faith.

                  (c) Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of payment of interest or facility fees, as
the case may be; provided, however, if such extension would cause payment of
interest on or principal of Eurodollar Rate Advances to be made in the next
following calendar month, such payment shall be made on the next preceding
Business Day.

<PAGE>

                                                                              29

                  (d) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the Lenders
hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each Lender on such
due date an amount equal to the amount then due such Lender. If and to the
extent the Borrower shall not have so made such payment in full to the
Administrative Agent, each Lender shall repay to the Administrative Agent
forthwith on demand such amount distributed to such Lender together with
interest thereon, for each day from the date such amount is distributed to such
Lender until the date such Lender repays such amount to the Administrative
Agent, at a rate equal to the Effective Federal Funds Rate for such day.

                  SECTION 2.15. Taxes. (a) Any and all payments by the Borrower
hereunder or under the Notes shall be made in accordance with Section 2.14, free
and clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, excluding in the case of each Indemnified Party, (i) all taxes,
levies, imposts, deductions, charges, or withholdings, and all liabilities with
respect thereto, imposed on or determined by reference to its income or profits,
and all franchise taxes, and (ii) all other taxes, levies, imposts, deductions,
charges, or withholdings in effect at the time that such Indemnified Party
executed this Agreement or otherwise became an "Indemnified Party" hereunder,
and liabilities with respect thereto, imposed on it by reason of the
jurisdiction in which such Indemnified Party is organized, domiciled, resident
or doing business, or any political subdivision thereof, or by reason of the
jurisdiction of its Applicable Lending Office or any other office from which it
makes or maintains any extension of credit hereunder or any political
subdivision thereof (all such non-excluded taxes, levies, imposts, deductions,
charges, withholdings and liabilities in respect of payments under this
Agreement or under the Notes being herein referred to as "TAXES"). If the
Borrower shall be required by law to deduct any Taxes from or in respect of any
sum payable hereunder or under any Note to any Indemnified Party, (i) the sum
payable shall be increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 2.15) such Indemnified Party receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Borrower (or the
Administrative Agent, as applicable) shall make such deductions at the
applicable statutory rate and (iii) the Borrower (or the Administrative Agent,
as applicable) shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law, provided that
the Borrower shall not be required to pay any additional amount (and shall be
relieved of any liability with respect thereto) pursuant to this subsection (a)
(or pursuant to Section 2.15(c), except to the extent Section 2.15(c) relates to
Other Taxes) to any Indemnified Party that either (x) on the date such
Indemnified Party executed this Agreement or otherwise became an "Indemnified
Party" hereunder, both (A) was not entitled to submit a U.S. Internal Revenue
Service form W-8BEN (relating to such Indemnified Party, and entitling it to a
complete exemption from withholding on all amounts to be received by such
Indemnified Party, including fees, pursuant to this Agreement or the Advances)
or a U.S. Internal Revenue Service form W-8ECI (relating

<PAGE>

                                                                              30

to all amounts to be received by such Indemnified Party, including fees,
pursuant to this Agreement and the Advances) and (B) is not a United States
person (as such term is defined in Section 7701(a)(30) of the Internal Revenue
Code), or (y) has failed to submit any form or certificate that it was required
to file or provide pursuant to subsection (d) of this Section 2.15 and is
entitled to file or give, as applicable, under applicable law, provided,
further, that should an Indemnified Party become subject to Taxes because of its
failure to deliver a form required hereunder, the Borrower shall take such
administrative steps as such Indemnified Party shall reasonably request to
assist such Indemnified Party to recover such Taxes, and provided further, that
each Indemnified Party, with respect to itself, agrees to indemnify and hold
harmless the Borrower from any taxes, penalties, interest and other expenses,
costs and losses incurred or payable by the Borrower as a result of the failure
of the Borrower to comply with its obligations under clauses (ii) or (iii) above
in reliance on any form or certificate provided to it by such Indemnified Party
pursuant to this Section 2.15. If any Indemnified Party receives a net credit or
refund in respect of such Taxes or amounts so paid by the Borrower, it shall
promptly notify the Borrower of such net credit or refund and shall promptly pay
such net credit or refund to the Borrower, provided that the Borrower agrees to
return such net credit or refund if the Indemnified Party to which such net
credit or refund is applicable, is required to repay it.

                  (b) In addition, the Borrower agrees to pay any present or
future stamp or documentary taxes or any other excise or property taxes, charges
or similar levies which arise from any payment made hereunder or under the Notes
or from the execution, delivery or registration of, or otherwise with respect
to, this Agreement or the Notes (hereinafter referred to as "OTHER TAXES").

                  (c) The Borrower will indemnify each Indemnified Party for the
full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed
by any jurisdiction on amounts payable under this Section 2.15) paid by such
Indemnified Party and any liability (including penalties, interest and expenses)
arising therefrom or with respect thereto except as a result of the gross
negligence (which shall in any event include the failure of such Indemnified
Party to provide to the Borrower any form or certificate that it was required to
provide pursuant to subsection (d) below) or willful misconduct of such
Indemnified Party, whether or not such Taxes or Other Taxes were correctly or
legally asserted. This indemnification shall be made within 30 days from the
date such Indemnified Party makes written demand therefor.

                  (d) On or prior to the date on which each Indemnified Party
that is not a United States person (as such term is defined in Section
7701(a)(30) of the Internal Revenue Code) executes this Agreement or otherwise
becomes an "Indemnified Party" hereunder, such Indemnified Party shall provide
the Borrower and the Administrative Agent with U.S. Internal Revenue Service
form W-8BEN or W-8ECI, as appropriate, or any successor form prescribed by the
U.S. Internal Revenue Service, certifying that such Indemnified Party is fully
exempt from United States withholding taxes with respect to all payments to be
made to such Indemnified Party hereunder, or other documents satisfactory to the
Borrower indicating that all payments to be made to such Indemnified Party
hereunder are fully exempt from such taxes. Thereafter and from time to time,
each

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                                                                              31

such Indemnified Party shall submit to the Borrower and the Administrative Agent
such additional duly completed and signed copies of one or the other of such
forms (or such successor forms as shall be adopted from time to time by the
relevant United States taxing authorities) as may be (i) notified by the
Borrower to such Indemnified Party and (ii) required under then-current United
States law or regulations to avoid United States withholding taxes on payments
in respect of all amounts to be received by such Indemnified Party pursuant to
this Agreement or the Notes, including fees. Upon the request of the Borrower
from time to time, each Indemnified Party that is a United States person (as
such term is defined in Section 7701(a)(30) of the Internal Revenue Code) shall
submit to the Borrower a certificate to the effect that it is such a United
States person. If any Indemnified Party determines, as a result of any change in
applicable law, regulation or treaty, or in any official application or
interpretation thereof, that it is unable to submit to the Borrower any form or
certificate that such Indemnified Party is obligated to submit pursuant to this
subsection (d), or that such Indemnified Party is required to withdraw or cancel
any such form or certificate previously submitted, such Indemnified Party shall
promptly notify the Borrower and the Administrative Agent of such fact.

                  (e) Any Indemnified Party claiming any additional amounts
payable pursuant to this Section 2.15 shall use its best reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions) to
change the jurisdiction of its Applicable Lending Office if the making of such a
change would avoid the need for, or reduce the amount of, any such additional
amounts which may thereafter accrue and would not, in the reasonable judgment of
such Indemnified Party, be otherwise disadvantageous to such Indemnified Party.

                  (f) Without prejudice to the survival of any other agreement
of the Borrower hereunder, the agreements and obligations of the Borrower and
each Indemnified Party contained in this Section 2.15 shall survive the payment
in full of principal and interest hereunder and under the Notes.

                  SECTION 2.16. Sharing of Payments, Etc. If any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the A Advances made by it (other
than pursuant to Section 2.07, 2.11, 2.12, 2.13, 2.15 or 8.04(b)) in excess of
its ratable share of payments on account of the A Advances obtained by all the
Lenders, such Lender shall forthwith purchase from the other Lenders such
participations in the A Advances made by them as shall be necessary to cause
such purchasing Lender to share the excess payment ratably with each of them,
provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Lender, such purchase from each Lender
shall be rescinded and each Lender shall repay to the purchasing Lender the
purchase price to the extent of such Lender's ratable share (according to the
proportion of (i) the amount of the participation purchased from such Lender as
a result of such excess payment to (ii) the total amount of such excess payment)
of such recovery together with an amount equal to such Lender's ratable share
(according to the proportion of (A) the amount of such Lender's required
repayment to (B) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered. The Borrower agrees that any Lender so

<PAGE>

                                                                              32

purchasing a participation from another Lender pursuant to this Section may, to
the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Lender were the direct creditor of the Borrower in the amount of such
participation.

                  SECTION 2.17. Evidence of Debt. (a) Each Lender shall maintain
in accordance with its usual practice an account or accounts evidencing the
Indebtedness of the Borrower to such Lender resulting from each Advance made by
such Lender hereunder, including the amounts of principal and interest payable
and paid to such lender from time to time hereunder.

                  (b) The Administrative Agent shall maintain accounts and
records in which it shall record (i) the amount of each Advance made hereunder,
the type of Advance and, in the cases of Eurodollar Rate Advances, the relevant
Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender
hereunder, and (iii) the amount of any sum received by the Administrative Agent
hereunder for the account of the Lenders and each Lender's share thereof.

                  (c) The entries made in the accounts maintained pursuant to
Sections 2.17(a) and (b) shall be conclusive evidence (absent manifest error) of
the existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Advances in accordance with the terms of this Agreement. In the
event of a conflict between the records maintained by the Administrative Agent
and any Lender, the records maintained by the Lender shall govern. Any Lender
may request that Loans made by it be evidenced by a Note. In such event, the
Borrower shall prepare, execute and deliver to such Lender a Note payable to the
order of such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) and substantially in the form attached as Exhibit A hereto.
Thereafter, the Loans evidenced by such Note and interest thereon shall at all
times (including after assignment pursuant to Section 8.07) be represented by
one or more Notes in such form payable to the order of the payee named therein
(or, if such Note is a registered Note, to such payee and its registered
assigns).

                  SECTION 2.18. Use of Proceeds. Proceeds of the Advances may be
used for general corporate purposes of the Borrower and its Subsidiaries,
including for acquisitions and for payment of commercial paper issued by the
Borrower.

                  SECTION 2.19. The B Advances. (a) Each Lender severally agrees
that the Borrower may make B Borrowings under this Section 2.19 from time to
time on any Business Day during the period from the Effective Date until the
earlier of (I) the Termination Date or (II) the date falling 30 days prior to
the Stated Termination Date, in the manner set forth below; provided that (x)
each B Borrowing shall be in an aggregate amount of $25,000,000 or an integral
multiple of $5,000,000 in excess thereof and (y) following the making of each B
Borrowing, the aggregate number of outstanding B Borrowings shall not exceed
seven and the aggregate amount of all Advances then

<PAGE>

                                                                              33

outstanding shall not exceed the aggregate amount of the Commitments of the
Lenders (computed without regard to any B Reduction).

                  (i) The Borrower may request a B Borrowing under this Section
         2.19 by delivering to the Administrative Agent, by telecopy, telefax or
         other teletransmission, a notice of a B Borrowing (a "NOTICE OF B
         BORROWING"), in substantially the form of Exhibit C hereto, specifying
         the date and aggregate amount of the proposed B Borrowing, the maturity
         date for repayment of each B Advance to be made as part of such B
         Borrowing (which maturity date may not be earlier than the date
         occurring 30 days after the date of such B Borrowing or later than the
         earlier of (x) 180 days after the date of such B Borrowing or (y) the
         Stated Termination Date), the interest payment date or dates relating
         thereto, and any other terms to be applicable to such B Borrowing, not
         later than 10:00 A.M. (New York City time) (A) at least one Business
         Day prior to the date of the proposed B Borrowing, if the Borrower
         shall specify in the Notice of B Borrowing that the rates of interest
         to be offered by the Lenders shall be fixed rates per annum and (B) at
         least four Business Days prior to the date of the proposed B Borrowing,
         if the Borrower shall instead specify in the Notice of B Borrowing the
         basis to be used by the Lenders in determining the rates of interest to
         be offered by them. The Administrative Agent shall in turn promptly
         notify each Lender of each request for a B Borrowing received by it
         from the Borrower by sending such Lender a copy of the related Notice
         of B Borrowing.

                  (ii) Each Lender may, if in its sole and absolute discretion
         it elects to do so, irrevocably offer to make one or more B Advances to
         the Borrower as part of such proposed B Borrowing at a rate or rates of
         interest specified by such Lender in its sole discretion, by notifying
         the Administrative Agent (which shall give prompt notice thereof to the
         Borrower), before 10:00 A.M. (New York City time) (x) on the date of
         such proposed B Borrowing in the case of a Notice of B Borrowing
         delivered pursuant to clause (A) of paragraph (i) above, and (y) three
         Business Days before the date of such proposed B Borrowing in the case
         of a Notice of B Borrowing delivered pursuant to clause (B) of
         paragraph (i) above, of the maximum amount of each B Advance which such
         Lender would be willing to make as part of such proposed B Borrowing
         (which amount may, subject to clause (y) of the proviso to the first
         sentence of this Section 2.19(a), exceed such Lender's Commitment), the
         rate or rates of interest therefor and such Lender's Applicable Lending
         Office with respect to such B Advance; provided that if the
         Administrative Agent or an Affiliate thereof in its capacity as a
         Lender shall, in its sole discretion, elect to make any such offer, it
         shall notify the Borrower of such offer before 9:45 A.M. (New York City
         time) on the date on which notice of such election is to be given to
         the Administrative Agent by the other Lenders. If any Lender shall
         elect not to make such an offer, such Lender shall so notify the
         Administrative Agent, before 10:00 A.M. (New York City time) on the
         date on which notice of such election is to be given to the
         Administrative Agent by the other Lenders, and such Lender shall not be
         obligated to, and shall not, make any B Advance as part of such B
         Borrowing; provided that the failure by any

<PAGE>

                                                                              34

         Lender to give such notice shall not cause such Lender to be obligated
         to make any B Advance as part of such proposed B Borrowing.

                  (iii) The Borrower shall, in turn, before 11:00 A.M. (New York
         City time) (x) on the date of such proposed B Borrowing, in the case of
         a Notice of B Borrowing delivered pursuant to clause (A) of paragraph
         (i) above and (y) three Business Days before the date of such proposed
         B Borrowing in the case of a Notice of B Borrowing delivered pursuant
         to clause (B) of paragraph (i) above, either

                           (A) cancel such B Borrowing by giving the
                  Administrative Agent notice to that effect, or

                           (B) accept one or more of the offers made by any
                  Lender or Lenders pursuant to paragraph (ii) above, in order
                  of the lowest to highest rates of interest or margins (or, if
                  two or more Lenders bid at the same rates of interest, and the
                  amount of accepted offers is less than the aggregate amount of
                  such offers, the amount to be borrowed from such Lenders as
                  part of such B Borrowing shall be allocated among such Lenders
                  pro rata on the basis of the maximum amount offered by such
                  Lenders at such rates or margin in connection with such B
                  Borrowing), in any aggregate amount up to the aggregate amount
                  initially requested by the Borrower in the relevant Notice of
                  B Borrowing, by giving notice to the Administrative Agent of
                  the amount of each B Advance (which amount shall be equal to
                  or greater than the minimum amount, and equal to or less than
                  the maximum amount, notified to the Borrower by the
                  Administrative Agent on behalf of such Lender for such B
                  Advance pursuant to paragraph (ii) above) to be made by each
                  Lender as part of such B Borrowing, and reject any remaining
                  offers made by Lenders pursuant to paragraph (ii) above by
                  giving the Administrative Agent notice to that effect.

                  (iv) If the Borrower notifies the Administrative Agent that
         such B Borrowing is cancelled pursuant to paragraph (iii)(A) above, the
         Administrative Agent shall give prompt notice thereof to the Lenders
         and such B Borrowing shall not be made.

                  (v) If the Borrower accepts one or more of the offers made by
         any Lender or Lenders pursuant to paragraph (iii)(B) above, the
         Administrative Agent shall in turn promptly notify (A) each Lender that
         has made an offer as described in paragraph (ii) above, of the date and
         aggregate amount of such B Borrowing and whether or not any offer or
         offers made by such Lender pursuant to paragraph (ii) above have been
         accepted by the Borrower, (B) each Lender that is to make a B Advance
         as part of such B Borrowing, of the amount of each B Advance to be made
         by such Lender as part of such B Borrowing, and (C) each Lender that is
         to make a B Advance as part of such B Borrowing, upon receipt, that the
         Administrative Agent has received forms of documents appearing to
         fulfill the

<PAGE>

                                                                              35

         applicable conditions set forth in Article 3. Each Lender that is to
         make a B Advance as part of such B Borrowing shall, before 12:00 noon
         (New York City time) on the date of such B Borrowing specified in the
         notice received from the Administrative Agent pursuant to clause (A) of
         the preceding sentence or any later time when such Lender shall have
         received notice from the Administrative Agent pursuant to clause (C) of
         the preceding sentence, make available for the account of its
         Applicable Lending Office to the Administrative Agent at its address
         referred to in Section 8.02 such Lender's portion of such B Borrowing,
         in same day funds. Upon fulfillment of the applicable conditions set
         forth in Article 3 and after receipt by the Administrative Agent of
         such funds, the Administrative Agent will make such funds available to
         the Borrower at the Administrative Agent's aforesaid address. Promptly
         after each B Borrowing the Administrative Agent will notify each Lender
         of the amount of the B Borrowing, the consequent B Reduction and the
         dates upon which such B Reduction commenced and will terminate.

                  (b) Within the limits and on the conditions set forth in this
Section 2.19, the Borrower may from time to time borrow under this Section 2.19,
repay or prepay pursuant to subsection (c) below, and reborrow under this
Section 2.19.

                  (c) The Borrower shall repay to the Administrative Agent for
the account of each Lender which has made a B Advance, or each other holder of a
Note, on the maturity date of each B Advance (such maturity date being that
specified by the Borrower for repayment in the related Notice of B Borrowing and
provided in the Note, if any, evidencing such B Advance), the then unpaid
principal amount of such B Advance. The Borrower shall have no right to prepay
any B Advance unless, and then only on the terms, specified by the Borrower for
such B Advance in the related Notice of B Borrowing delivered pursuant to
Section 2.19(a)(i) and set forth in the Note, if any, evidencing such B Advance
or unless the holder of such B Advance otherwise consents in writing to such
prepayment.

                  (d) The Borrower shall pay interest on the unpaid principal
amount of each B Advance from the date of such B Advance to the date the
principal amount of such B Advance is repaid in full at the rate of interest for
such B Advance specified by the Lender making such B Advance in its notice
delivered pursuant to subsection (a)(ii) above on the interest date or dates
specified by the Borrower for such B Advance in the related Notice of B
Borrowing and set forth in the Note, if any, evidencing such B Advance, subject
to Section 2.06(b).

                  (e) Each time that the Borrower gives a Notice of B Borrowing,
the Borrower shall pay to the Administrative Agent for its own account such fee
as may be agreed between the Borrower and the Administrative Agent from time to
time, whether or not any B Borrowing is in fact made.

                  (f) Following the making of each B Borrowing, the Borrower
agrees that it will be in compliance with the limitations set forth in clause
(y) of the proviso to the first sentence of Section 2.19(a).

<PAGE>

                                                                              36

                  (g) The failure of any Lender to make the B Advance to be made
by it as part of any B Borrowing shall not relieve any other Lender of its
obligation, if any, hereunder to make its B Advance on the date of such B
Borrowing, but no Lender shall be responsible for the failure of any other
Lender to make the B Advance to be made by such other Lender on the date of any
B Borrowing. If any Designated Bidder fails to make the B Advance to be made by
it as part of any B Borrowing, such Designated Bidder shall not thereafter have
the right to offer to make any B Advance without the prior written consent of
the Borrower and the Administrative Agent.

                  SECTION 2.20. Increase of Commitments. (a) At any time after
the Effective Date, provided that no Event of Default shall have occurred and be
continuing, the Borrower may request an increase of the aggregate Commitments by
notice to the Administrative Agent in writing of the amount (the "OFFERED
INCREASE AMOUNT") of such proposed increase (such notice, a "COMMITMENT INCREASE
NOTICE"). Any such Commitment Increase Notice must offer each Lender the
opportunity to subscribe for its pro rata share of the increased Commitments. If
any portion of the increased Commitments is not subscribed for by the Lenders,
the Borrower may, in its sole discretion, but with the consent of the
Administrative Agent as to any Person that is not at such time a Lender (which
consent shall not be unreasonably withheld), offer to any existing Lender or to
one or more additional banks or financial institutions the opportunity to
participate in all or a portion of such unsubscribed portion of the increased
Commitments pursuant to paragraph (b) or (c) below, as applicable.

                  (b) Any additional bank or financial institution that the
Borrower selects to offer participation in the increased Commitments, and that
elects to become a party to this Agreement and obtain a Commitment, shall
execute a New Lender Agreement with the Borrower and the Administrative Agent,
substantially in the form of Exhibit E (a "NEW LENDER AGREEMENT"), whereupon
such bank or financial institution (a "NEW LENDER") shall become a Lender for
all purposes and to the same extent as if originally a party hereto and shall be
bound by and entitled to the benefits of this Agreement, and the signature pages
and Schedule III hereof shall be deemed to be amended to add the name and
Commitment of such New Lender, provided that the Commitment of any such New
Lender shall be in an amount not less than $10,000,000.

                  (c) Any Lender that accepts an offer to it by the Borrower to
increase its Commitment pursuant to this Section 2.20 shall, in each case,
execute a Commitment Increase Agreement with the Borrower and the Administrative
Agent, substantially in the form of Exhibit F (a "COMMITMENT INCREASE
AGREEMENT"), whereupon such Lender shall be bound by and entitled to the
benefits of this Agreement with respect to the full amount of its Commitment as
so increased, and Schedule III hereof shall be deemed to be amended to so
increase the Commitment of such Lender.

                  (d) The effectiveness of any New Lender Agreement or
Commitment Increase Agreement shall be contingent upon receipt by the
Administrative Agent of such corporate resolutions of the Borrower and legal
opinions of counsel to the Borrower as the Administrative Agent shall reasonably
request with respect thereto, in each case, in form and substance satisfactory
to the Administrative Agent.

<PAGE>

                                                                              37

                  (e) If any bank or financial institution becomes a New Lender
pursuant to Section 2.20(b) or any Lender's Commitment is increased pursuant to
Section 2.20(c), additional A Advances made on or after the effectiveness
thereof (the "RE-ALLOCATION DATE") shall be made pro rata based on the
Commitment Percentages in effect on and after such Re-Allocation Date (except to
the extent that any such pro rata borrowings would result in any Lender making
an aggregate principal amount of A Advances in excess of its Commitment, in
which case such excess amount will be allocated to, and made by, such New Lender
and/or Lenders with such increased Commitments to the extent of, and pro rata
based on, their respective Commitments), and continuations of Eurodollar Rate
Advances outstanding on such Re-Allocation Date shall be effected by repayment
of such Eurodollar Rate Advances on the last day of the Interest Period
applicable thereto and the making of new Eurodollar Rate Advances pro rata based
on such new Commitment Percentages. In the event that on any such Re-Allocation
Date there is an unpaid principal amount of Base Rate Advances, the Borrower
shall make prepayments thereof and borrowings of Base Rate Advances so that,
after giving effect thereto, the Base Rate Advances outstanding are held pro
rata based on such new Commitment Percentages. In the event that on any such
Re-Allocation Date there is an unpaid principal amount of Eurodollar Rate
Advances, such Eurodollar Rate Advances shall remain outstanding with the
respective holders thereof until the expiration of their respective Interest
Periods (unless the applicable Borrower elects to prepay any thereof in
accordance with the applicable provisions of this Agreement), and interest on
and repayments of such Eurodollar Rate Advances will be paid thereon to the
respective Lenders holding such Eurodollar Rate Advances pro rata based on the
respective principal amounts thereof outstanding.

                  (f) Notwithstanding anything to the contrary in this Section
2.20, (i) no increase pursuant to this Section 2.20 shall be effective without
the consent of the Required Lenders, (ii) no Lender shall have any obligation to
increase its Commitment unless it agrees to do so in its sole discretion and
(iii) the aggregate amount by which the Commitments hereunder are increased
pursuant to this Section 2.20 shall not exceed $120,000,000.

                  (g) The Borrower shall execute and deliver a Note to each new
bank or other financial institution becoming a Lender that requests one.

                  SECTION 2.21. Extension of Stated Termination Date. (a) Not
earlier than 65 days prior to and not later than 45 days prior to the Stated
Termination Date then in effect, provided that no Event of Default shall have
occurred and be continuing, the Borrower may request an extension of such Stated
Termination Date by submitting to the Administrative Agent an Extension Request
containing the information in respect of such extension specified in Exhibit G,
which the Administrative Agent shall promptly furnish to each Lender. Each
Lender shall, by the later of (i) the date 30 days after its receipt from the
Administrative Agent of the applicable Extension Request and (ii) the date 30
days prior to the Stated Termination Date, notify the Borrower and the
Administrative Agent of its election to extend or not extend the Stated
Termination Date as requested in such Extension Request. If the Required Lenders
shall approve in writing the extension of the Stated Termination Date requested
in such Extension Request, and unless the

<PAGE>

                                                                              38

Borrower shall elect to give notice for a Term A Advance pursuant to Section
2.01(b), the Stated Termination Date shall automatically and without any further
action by any Person be extended for an additional 364 days provided that the
Commitment of any Lender that does not consent in writing within the period
specified above (an "OBJECTING LENDER") shall, unless earlier terminated in
accordance with this Agreement, expire on the Stated Termination Date in effect
on the date of such Extension Request (such Stated Termination Date, if any,
referred to as the "COMMITMENT EXPIRATION DATE" with respect to such Objecting
Lender). If, within the period specified above, the Required Lenders shall not
approve in writing the extension of the Stated Termination Date requested in an
Extension Request, the Stated Termination Date shall not be extended pursuant to
such Extension Request. The Administrative Agent shall promptly notify (y) the
Lenders and the Borrower of any extension of the Stated Termination Date
pursuant to this Section 2.21 and (z) the Borrower of any Lender that becomes an
Objecting Lender.

                  (b) A Advances owing to any Objecting Lender on the Commitment
Expiration Date, together with accrued interest thereon, any amounts payable
pursuant to Sections 2.06, 2.07, 2.11, 2.12, 2.15 and 8.04(b) and any accrued
and unpaid facility fee or utilization fee or other amounts payable with respect
to such Lender shall be repaid in full on or before such Commitment Expiration
Date.

                  (c) The Borrower shall have the right, so long as no Event of
Default has occurred and is then continuing, upon giving notice to the
Administrative Agent and the Objecting Lenders in accordance with Section 2.10,
to prepay in full the A Advances of the Objecting Lenders, together with accrued
interest thereon, any amounts payable pursuant to Sections 2.06, 2.07, 2.11,
2.12, 2.15 and 8.04(b) and any accrued and unpaid facility fee or utilization
fee or other amounts payable to the Objecting Lenders hereunder and, upon giving
not less than three Business Days' notice to the Objecting Lenders and the
Administrative Agent, to cancel the whole or part of the Commitments of the
Objecting Lenders.

                  (d) Notwithstanding the foregoing, if any Lender becomes an
Objecting Lender, the Borrower may, at its own expense and in the sole
discretion and prior to the then Stated Termination Date, require such Lender
(and each related Designated Bidder (as defined herein or in the Long-Term
Revolving Credit Agreement or the Canadian Credit Agreement, as the case may
be)) to transfer or assign, in whole or in part, without recourse (in accordance
with Section 8.07), all or part of its interests, rights and obligations under
this Agreement and, if the Borrower shall so determine in its sole discretion,
the Long-Term Revolving Credit Agreement and/or the Canadian Credit Agreement,
as the Borrower may determine in its sole discretion and specify by notice to
such Lender, to an Eligible Assignee (provided that the Borrower, with the full
cooperation of such Lender, can identify an Eligible Assignee that is ready,
willing and able to be an assignee with respect thereto) which shall assume such
assigned obligations (which assignee may be another Lender, if such assignee
Lender accepts such assignment); provided that (A) the assignee or the Borrower,
as the case may be, shall have paid to such Lender in immediately available
funds the principal of and interest accrued to the date of such payment on the
Advances made by it hereunder and all other

<PAGE>

                                                                              39

amounts owed to it hereunder, including any amounts owing pursuant to Section
8.04(b), and, if the Borrower shall have so determined as specified above, the
"Advances" made by it under, and as defined in, the Long-Term Revolving Credit
Agreement and/or the Canadian Credit Agreement, as the case may be, and all
other amounts owed to it thereunder, including any amounts owing pursuant to the
provision of the Long-Term Revolving Credit Agreement and/or the Canadian Credit
Agreement, as the case may be, comparable to Section 8.04 hereof) and any
amounts that would be owing under such Section (or comparable provision) if such
Advances and "Advances" (as so defined) were prepaid on the date of such
assignment, and (B) such assignment does not conflict with any law, rule or
regulation or order of any governmental authority. Any assignee that becomes a
Lender as a result of such an assignment made pursuant to this paragraph (d)
shall be deemed to have consented to the applicable Extension Request and,
therefore, shall not be an Objecting Lender.

                  SECTION 2.22. Replacement of Lenders. If any Lender requests
compensation under Sections 2.07, 2.11 or 2.12 or if the Borrower is required to
pay any additional amount to any Lender or any taxing authority or other
authority for the account of any Lender pursuant to Section 2.15, or if any
Lender suspends the right of the Borrower to elect Eurodollar Rate Advances from
such Lender pursuant to Section 2.13, or if any Lender defaults in its
obligation to fund Advances hereunder, then the Borrower may, at its sole
expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance with
and subject to the restrictions contained in Section 8.07), all its interests,
rights and obligations under this Agreement (other than any outstanding B
Advances held by it) and, if the Borrower shall so determine in its sole
discretion, the Long-Term Revolving Credit Agreement and/or the Canadian Credit
Agreement, as the Borrower may determine in its sole discretion and specify by
notice to such Lender (other than "B Advances" under, and as defined in, the
Long-Term Revolving Credit Agreement and/or the Canadian Credit Agreement, as
the case may be) to an assignee that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment); provided
that (i) the Borrower shall have received the prior written consent of the
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 Advances (other than B Advances) hereunder and, if the Borrower
shall have so determined as specified above, its "Advances" (other than "B
Advances") (each under and as defined in the Long-Term Revolving Credit
Agreement and/or the Canadian Credit Agreement, as the case may be), and all
accrued interest thereon, accrued fees, accrued costs in connection with
compensation under Sections 2.07, 2.11 or 2.12 or payments required to be made
pursuant to Section 2.15, if any, and all other amounts (other than B Advances)
payable to it hereunder and, if the Borrower shall have so determined as
specified above, under the Long-Term Revolving Credit Agreement and/or the
Canadian Credit Agreement, as the case may be, from the assignee (to the extent
of such outstanding principal and accrued interest and fees) or the Borrower (in
the case of all other amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Sections 2.07, 2.11 or 2.12 or
payments required to be made pursuant to Section 2.15, such assignment will
result in a reduction in such compensation or payments. A Lender shall not be
required to make any such assignment and delegation if, prior thereto, as a
result

<PAGE>

                                                                              40

of a waiver by such Lender or otherwise, the circumstances entitling the
Borrower to require such assignment and delegation cease to apply.

                                   ARTICLE III

                     Conditions of Effectiveness and Lending

                  SECTION 3.01. Conditions Precedent to Effectiveness of the
Amendment and Restatement of this Agreement. The amendment and restatement of
this Agreement as of the Effective Date shall become effective when (i) it shall
have been executed by the Borrower, the Administrative Agent and JPMorgan, in
its capacity as Administrative Agent under this Agreement immediately prior to
the effectiveness of the amendment and restatement of this Agreement, (ii) the
Administrative Agent and the Borrower either shall have been notified by each
Initial Lender that such Initial Lender has executed it or shall have received a
counterpart of this Agreement executed by such Initial Lender, and (iii) the
Administrative Agent shall have received the following, each dated the date of
delivery thereof unless otherwise specified below (which date shall be selected
by the Borrower and be the same for all documents and all Lenders), in form and
substance satisfactory to the Administrative Agent and (except for the Notes, if
any) in sufficient copies for each Lender:

                  (a) the Notes, to the order of the Lenders requesting Notes,
         respectively;

                  (b) certified copies of the resolutions of the Board of
         Directors of the Borrower approving the borrowings contemplated hereby
         and authorizing the execution of this Agreement and the Notes, if any,
         and of all documents evidencing other necessary corporate action and
         governmental approvals, if any, with respect to this Agreement and the
         Notes, if any;

                  (c) a certificate of the Secretary or an Assistant Secretary
         of the Borrower (i) certifying names and true signatures of officers of
         the Borrower authorized to sign this Agreement and the Notes, if any,
         and the other documents to be delivered hereunder and (ii) if the
         Effective Date is other than the date of this amendment and
         restatement, certifying that the representations and warranties
         contained in Section 4.01 are true and correct as of the Effective
         Date;

                  (d) a favorable opinion of the Borrower's Vice President and
         General Counsel, in substantially the form of Exhibit H hereto;

                  (e) a favorable opinion of Jones Day, New York counsel to the
         Borrower, in substantially the form of Exhibit I hereto; and

                  (f) evidence satisfactory to the Administrative Agent of
         payment of any loans outstanding under this Agreement immediately prior
         to the effectiveness of such amendment and restatement, together with
         all accrued interest and fees thereunder.

<PAGE>

                                                                              41

                  The Borrower and the Initial Lenders agree that upon the
Effective Date the "Commitments" of the Initial Lenders shall be as set forth on
Schedule III hereof under the caption "Commitments" and the Borrower and the
Initial Lenders (for this purpose constituting the "Majority Lenders" under this
Agreement immediately prior to such effectiveness) further agree that the
Commitments of each Lender not continuing as an Initial Lender upon such
effectiveness shall terminate automatically upon the Effective Date without
further action by any party.

                  SECTION 3.02. Conditions Precedent to Each A Borrowing. The
obligation of each Lender to make an A Advance (including the initial A Advance)
on the occasion of any A Borrowing shall be subject to the further conditions
precedent that on or before the date of such A Borrowing this Agreement shall
have become effective pursuant to Section 3.01 and that on the date of such A
Borrowing, before and immediately after giving effect to such A Borrowing and to
the application of the proceeds therefrom, the following statements shall be
true and correct, and the giving by the Borrower of the applicable Notice of A
Borrowing and the acceptance by the Borrower of the proceeds of such A Borrowing
shall constitute its representation and warranty that on and as of the date of
such A Borrowing, before and immediately after giving effect thereto and to the
application of the proceeds therefrom, the following statements are true and
correct:

                  (a) each representation and warranty contained in Section 4.01
         is correct in all material respects as though made on and as of such
         date (or, if such representation and warranty is stated to be made as
         at a specific date or for a specific period, as at the original
         specified date or with respect to the original specified period);

                  (b) no event has occurred and is continuing, or would result
         from such A Borrowing, which constitutes an Event of Default or would
         constitute an Event of Default but for the requirement that notice be
         given or time elapse or both; and

                  (c) the aggregate amount of the borrowings under this
         Agreement (including such A Borrowing) and under other agreements or
         facilities or evidenced by other instruments or documents is not in
         excess of the aggregate amount of such borrowings approved as of such
         date by the Board of Directors of the Borrower.

                  SECTION 3.03. Conditions Precedent to Each B Borrowing. The
obligation of each Lender which is to make a B Advance on the occasion of any B
Borrowing (including the initial B Borrowing) shall be subject to the further
conditions precedent that (i) at or before the time required by paragraph (iii)
of Section 2.19(a), the Administrative Agent shall have received the written
confirmatory notice of such B Borrowing contemplated by such paragraph, (ii) on
or before the date of such B Borrowing this Agreement shall have become
effective pursuant to Section 3.01, and (iii) on the date of such B Borrowing,
before and immediately after giving effect to such B Borrowing and to the
application of the proceeds therefrom, the following statements shall be true
and correct, and the giving by the Borrower of the applicable Notice of

<PAGE>

                                                                              42

B Borrowing and the acceptance by the Borrower of the proceeds of such B
Borrowing shall constitute its representation and warranty that on and as of the
date of such B Borrowing, before and immediately after giving effect thereto and
to the application of the proceeds therefrom, the following statements are true
and correct:

                  (a) each representation and warranty contained in Section 4.01
         is correct in all material respects as though made on and as of such
         date (or, if such representation and warranty is stated to be made as
         at a specific date or for a specific period, as at the original
         specified date or with respect to the original specified period);

                  (b) no event has occurred and is continuing, or would result
         from such B Borrowing, which constitutes an Event of Default or would
         constitute an Event of Default but for the requirement that notice be
         given or time elapse or both; and

                  (c) the aggregate amount of the borrowings under this
         Agreement (including such B Borrowing) and under other agreements or
         facilities or evidenced by other instruments or documents is not in
         excess of the aggregate amount of such borrowings approved as of such
         date by the Board of Directors of the Borrower.

                                   ARTICLE IV

                         Representations and Warranties

                  SECTION 4.01. Representations and Warranties of the Borrower.
The Borrower represents and warrants as follows:

                  (a) The Borrower is a Business Entity duly formed, validly
         existing and in good standing under the laws of the State of Delaware.
         Each Material Subsidiary is duly organized, validly existing and in
         good standing in the jurisdiction of its formation. The Borrower and
         each Material Subsidiary possess all applicable Business Entity powers
         and all other authorizations and licenses necessary to engage in its
         business and operations as now conducted, the failure to obtain or
         maintain which would have a Material Adverse Effect. Each Subsidiary
         which is, on and as of the Effective Date, a Material Subsidiary is
         listed on Schedule I hereto.

                  (b) The execution, delivery and performance by the Borrower of
         this Agreement and the Notes, if any, are within the Borrower's
         applicable Business Entity powers, have been duly authorized by all
         necessary applicable Business Entity action, and do not contravene (i)
         the Borrower's organizational documents or (ii) law or any contractual
         restriction binding on or affecting the Borrower.

                  (c) No authorization or approval or other action by, and no
         notice to or filing with, any governmental authority or regulatory body
         is required for the due execution, delivery and performance by the
         Borrower of this Agreement or the Notes, if any, which has not been
         duly made or obtained, except those (i) required

<PAGE>

                                                                              43

         in the ordinary course to comply with ongoing covenant obligations of
         the Borrower hereunder the performance of which is not yet due and (ii)
         that will, in the ordinary course of business in accordance with this
         Agreement, be duly made or obtained on or prior to the time or times
         the performance of such obligations shall be due.

                  (d) This Agreement constitutes, and the Notes (if and when
         delivered hereunder) shall constitute, legal, valid and binding
         obligations of the Borrower enforceable against the Borrower in
         accordance with their respective terms, except as may be limited by
         applicable bankruptcy, insolvency, reorganization, moratorium or other
         similar laws affecting creditors rights generally or by general
         principles of equity.

                  (e) The consolidated balance sheet of the Borrower and its
         consolidated Subsidiaries as at December 31, 2002 and the related
         consolidated statements of income and cash flow for the fiscal year
         then ended, reported on by PricewaterhouseCoopers LLC, independent
         public accountants, and the consolidated balance sheet of the Borrower
         and its consolidated subsidiaries as at September 30, 2003 and the
         related consolidated statements of income and cash flow for the
         nine-month period then ended, certified by the chief financial officer
         of the Borrower, copies of each of which have been furnished to the
         Administrative Agent and the Initial Lenders, fairly present the
         consolidated financial condition of the Borrower and such Subsidiaries
         as at December 31, 2002, and September 30, 2003, respectively, and the
         consolidated results of their operations for such fiscal periods,
         subject in the case of the September 30, 2003 statements to normal
         year-end adjustments, all in accordance with generally accepted
         accounting principles consistently applied (except as disclosed
         therein). From September 30, 2003 to and including the Effective Date
         there has been no material adverse change in such condition or results
         of operations.

                  (f) As at the Effective Date, there is no action, suit or
         proceeding pending, or to the knowledge of the Borrower threatened,
         against or involving the Borrower or any Material Subsidiary in any
         court, or before any arbitrator of any kind, or before or by any
         governmental body, which in the reasonable judgment of the Borrower
         (taking into account the exhaustion of all appeals) would have a
         material adverse effect on the consolidated financial condition of the
         Borrower and its consolidated Subsidiaries taken as a whole, or which
         purports to affect the legality, validity, binding effect or
         enforceability of this Agreement or the Notes, if any.

                  (g) The Borrower and each consolidated Subsidiary have duly
         filed all tax returns required to be filed, and duly paid and
         discharged all taxes, assessments and governmental charges upon it or
         against its properties now due and payable, the failure to file or pay
         which, as applicable, would have a Material Adverse Effect, unless and
         to the extent only that the same are being contested in good faith and
         by appropriate proceedings by the Borrower or the appropriate
         Subsidiary.

<PAGE>

                                                                              44

                  (h) Except to the extent permitted pursuant to Section
         5.02(e), neither the Borrower nor any Material Subsidiary is subject to
         any contractual restrictions which limit the amount of dividends
         payable by any Subsidiary.

                  (i) No Termination Event has occurred or is reasonably
         expected to occur with respect to any Plan which, with the giving of
         notice or lapse of time, or both, would constitute an Event of Default
         under Section 6.01(g).

                  (j) Neither the Borrower nor any ERISA Affiliate has incurred,
         or is reasonably expected to incur, any Withdrawal Liability to any
         Multiemployer Plan that, when aggregated with all other amounts
         required to be paid to Multiemployer Plans in connection with
         Withdrawal Liability (as of the date of determination), exceeds 5% of
         the Consolidated Tangible Net Worth of the Borrower.

                  (k) Neither the Borrower nor any ERISA Affiliate has received
         any notification that any Multiemployer Plan is in reorganization or
         has been terminated, within the meaning of Title IV of ERISA, and no
         Multiemployer Plan is reasonably expected to be in reorganization or to
         be terminated within the meaning of Title IV of ERISA the effect of
         which reorganization or termination would be the occurrence of an Event
         of Default under Section 6.01(i).

                  (l) The Borrower is not an "investment company" or a "company"
         controlled by an "investment company" within the meaning of the
         Investment Company Act of 1940, as amended.

                  (m) The Borrower is not 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", or a
         "public utility" within the meaning of the Public Utility Holding
         Company Act of 1935, as amended.

                  (n) The proceeds of the Advances will not be used in any way
         which would violate the provisions of Regulation U or X of the Board of
         Governors of the Federal Reserve System.

                  All representations and warranties made by the Borrower herein
or made in any certificate delivered pursuant hereto shall survive the making of
the Advances and the execution and delivery to the Lenders of this Agreement and
the Notes, if any.

                                    ARTICLE V

                            Covenants of the Borrower

                  SECTION 5.01. Affirmative Covenants. So long as any Advance,
Note or other amount payable by the Borrower hereunder shall remain unpaid or
any Lender shall have any Commitment hereunder, the Borrower will, unless the
Majority Lenders shall otherwise consent in writing:

<PAGE>

                                                                              45

                  (a) PRESERVATION OF EXISTENCE, ETC. Preserve and maintain, and
         cause each Material Subsidiary to preserve and maintain, its existence,
         rights (organizational and statutory) and material franchises, except
         as otherwise contemplated or permitted by Section 5.02(c) or 5.02(d);
         provided, that any Material Subsidiary may change its form of
         organization to a partnership or other form of Business Entity.

                  (b) COMPLIANCE WITH LAWS, ETC. Comply, and cause each
         Subsidiary to comply, in all material respects, with all applicable
         laws, rules, regulations and orders (including all environmental laws
         and laws requiring payment of all taxes, assessments and governmental
         charges imposed upon it or upon its property except to the extent
         contested in good faith by appropriate proceedings) the failure to
         comply with which would have a Material Adverse Effect.

                  (c) VISITATION RIGHTS. At such reasonable times and intervals
         as the Administrative Agent or any of the Lenders (other than
         Designated Bidders) may desire, permit the Administrative Agent or any
         of the Lenders (other than Designated Bidders) to visit the Borrower
         and to discuss the affairs, finances, accounts and mineral reserve
         performance of the Borrower and any of its Subsidiaries with officers
         of the Borrower and independent certified public accountants of the
         Borrower and any of its Subsidiaries, provided that if an Event of
         Default, or an event which with the giving of notice or the passage of
         time, or both, would become an Event of Default, has occurred and is
         continuing, the Administrative Agent or any Lender may, in addition to
         the other provisions of this subsection (c) and at such reasonable
         times and intervals as the Administrative Agent or any of the Lenders
         may desire, visit and inspect, under guidance of officers of the
         Borrower, any properties significant to the consolidated operations of
         the Borrower and its Subsidiaries, and to examine the books and records
         of account (other than with respect to any mineral reserve information
         that the Borrower determines to be confidential, except, during the
         continuation of an Event of Default, if such Lenders shall have entered
         into a confidentiality agreement with respect to such information
         satisfactory in form and substance to the Borrower) of the Borrower and
         any of its Subsidiaries and to discuss the affairs, finances and
         accounts of any of the Borrower's Subsidiaries with any of the officers
         of such Subsidiary.

                  (d) BOOKS AND RECORDS. Keep, and cause each of its
         Subsidiaries to keep, proper books of record and account, in which full
         and correct entries shall be made of all financial transactions and the
         assets and business of the Borrower and each Subsidiary in accordance
         with generally accepted accounting principles either (i) applied
         consistently with those referred to in Section 1.03 or (ii) applied in
         a changed manner that does not, under generally accepted accounting
         principles or public reporting requirements applicable to the Borrower,
         either require disclosure in the consolidated financial statements of
         the Borrower and its consolidated Subsidiaries or require the consent
         of the accountants which (as required by Section 5.03(b)) report on
         such financial statements for the fiscal year in which such change
         shall have occurred, or (iii) applied in a changed manner

<PAGE>

                                                                              46

         not covered by clause (ii) above provided such change shall have been
         disclosed to the Administrative Agent and shall have been consented to
         by the accountants which (as required by Section 5.03(b)) report on the
         consolidated financial statements of the Borrower and its consolidated
         Subsidiaries for the fiscal year in which such change shall have
         occurred, provided that if, notwithstanding the provisions of Section
         1.03, any change referred to in clause (ii) or (iii) above would result
         in a covenant contained in Section 5.01 or 5.02 being calculated or
         construed in a materially different manner or with materially different
         results than if such covenant were calculated or construed in
         accordance with the provisions of Section 1.03, the Administrative
         Agent, the Lenders and the Borrower agree, upon request by the Borrower
         to the Administrative Agent or by the Administrative Agent to the
         Borrower, to amend the covenants contained in Section 5.01 and 5.02 so
         that the relative protection afforded thereby to the Lenders and the
         relative flexibility afforded thereby to the Borrower will in substance
         be retained after such amendment, provided, however, that until such
         amendment becomes effective hereunder, the covenants as set forth
         herein shall remain in full force and effect and those definitions and
         accounting principles applicable to the Borrower and its consolidated
         Subsidiaries which do meet the standards set forth in Section 1.03
         shall be applied to determine whether or not the Borrower is in
         compliance with such covenants.

                  (e) MAINTENANCE OF PROPERTIES, ETC. Maintain and preserve, and
         cause each Material Subsidiary to maintain and preserve, all of its
         properties which are used in the conduct of its business in good
         working order and condition, ordinary wear and tear excepted, to the
         extent that any failure to do so would have a Material Adverse Effect.

                  (f) MAINTENANCE OF INSURANCE. Maintain, and cause each
         Material Subsidiary to maintain, insurance with responsible and
         reputable insurance companies or associations in such amounts and
         covering such risks as is usually carried by companies engaged in
         similar businesses and owning similar properties in the same general
         areas in which the Borrower or such Subsidiary operates.

                  SECTION 5.02. Negative Covenants. So long as any Advance, Note
or other amount payable by the Borrower hereunder shall remain unpaid or any
Lender shall have any Commitment hereunder, the Borrower will not, unless the
Majority Lenders shall otherwise consent in writing:

                  (a) LIENS, ETC. (i) Create, assume or suffer to exist, or
         permit any Material Subsidiary to create, assume or suffer to exist,
         any Liens upon or with respect to any of the Equity Interests in any
         Material Subsidiary, whether now owned or hereafter acquired, or (ii)
         create or assume, or permit any Material Subsidiary to create or
         assume, any Liens upon or with respect to any other assets material to
         the consolidated operations of the Borrower and its consolidated
         Subsidiaries taken as a whole securing the payment of Debt and
         Guaranties in an aggregate amount (determined without duplication of
         amount (so that the amount of a Guaranty will be excluded to the extent
         the Debt Guaranteed thereby is
<PAGE>

                                                                              47

         included in computing such aggregate amount)) exceeding the greater of
         (x) $250,000,000 and (y) 10% of Consolidated Tangible Net Worth as at
         the date of such creation or assumption; provided, however, that this
         subsection (a) shall not apply to:

                           (A) Liens on assets acquired by the Borrower or any
                  of its Subsidiaries after the Original Effective Date to the
                  extent that such Liens existed at the time of such acquisition
                  and were not placed thereon by or with the consent of the
                  Borrower in contemplation of such acquisition;

                           (B) Liens on Equity Interests acquired after the
                  Original Effective Date in a Business Entity which has become
                  or becomes a Subsidiary of the Borrower, or on assets of any
                  such Business Entity, to the extent that such Liens existed at
                  the time of such acquisition and were not placed thereon by or
                  with the consent of the Borrower in contemplation of such
                  acquisition;

                           (C) Liens on Margin Stock;

                           (D) Liens on the Equity Interests in, or Debt or
                  other obligations of, or assets of, any Project Financing
                  Subsidiary (or any Equity Interests in, Debt or other
                  obligations of any Business Entity which are owned by any
                  Project Financing Subsidiary) securing the payment of a
                  Project Financing and related obligations;

                           (E) Permitted Liens;

                           (F) Liens arising out of the refinancing, extension,
                  renewal or refunding of any Debt or Guaranty secured by any
                  Lien permitted by any of the foregoing clauses of this
                  Section, provided that the principal amount of such Debt or
                  Guaranty is not increased (except by the amount of costs
                  reasonably incurred in connection with the issuance thereof)
                  and such Debt or Guaranty is not secured by any additional
                  assets that would not have been permitted by this Section to
                  secure the Debt or Guaranty refinanced, extended, renewed or
                  refunded; and

                           (G) Liens on products and proceeds (including
                  dividend, interest and like payments on, and insurance and
                  condemnation proceeds and rental, lease, licensing and similar
                  proceeds) of, and property evidencing or embodying, or
                  constituting rights or other general intangibles relating to,
                  and accessions and improvements to, collateral subject to
                  Liens permitted by this Section 5.02.

                  (b) DEBT, ETC. Create, assume or suffer to exist, or permit
         any of its consolidated Subsidiaries to create, assume or suffer to
         exist, any Debt or any Guaranty unless, immediately after giving effect
         to such Debt or Guaranty and the receipt and application of any
         proceeds thereof or value received in connection therewith,

<PAGE>

                                                                              48

                           (1) the sum (without duplication) of (i) consolidated
                  Debt of the Borrower and its consolidated Subsidiaries plus
                  (ii) the aggregate amount (determined on a consolidated basis)
                  of Guaranties by the Borrower and its consolidated
                  Subsidiaries is less than 60% of Capitalization, provided that
                  Debt for borrowed money maturing within one year and evidenced
                  by instruments commonly known as commercial paper or Canadian
                  variable demand notes (other than Debt incurred pursuant to
                  this Agreement, the Long-Term Revolving Credit Agreement, the
                  Canadian Credit Agreement or any other liquidity, working
                  capital or acquisition financing facility with banks or other
                  financial institutions or any replacement therefor), shall not
                  exceed the sum of the unused commitments under the Canadian
                  Credit Agreement and the aggregate of the Borrower's unused
                  bank lines of credit and unused credit available to the
                  Borrower under financing arrangements with banks or other
                  financial institutions; and

                           (2) with respect to any such Debt created or assumed
                  by a consolidated Subsidiary that is either a Subsidiary of
                  the Borrower as of the Original Effective Date or a Subsidiary
                  of the Borrower acquired or created after the Original
                  Effective Date and owning a material portion of the
                  consolidated operating assets existing at the Original
                  Effective Date of the Borrower and its Subsidiaries, the
                  aggregate amount of Debt of the consolidated Subsidiaries of
                  the Borrower referred to above in this paragraph (2) owing to
                  Persons other than the Borrower and its consolidated
                  Subsidiaries is less than the greater of (i) $500,000,000
                  (exclusive of public Debt of LL&E existing at the time LL&E
                  became a Subsidiary, the principal amount of which at such
                  time was approximately $400,000,000, and any refinancing of
                  such Debt, in a principal amount not to exceed the principal
                  amount refinanced) and (ii) 30% of Consolidated Tangible Net
                  Worth as at the date of incurrence or creation of such Debt.

                  (c) SALE, ETC. OF ASSETS. Sell, lease or otherwise transfer,
         or permit any Material Subsidiary to sell, lease or otherwise transfer
         (in either case, whether in one transaction or in a series of
         transactions, and except, in either case, to the Borrower or an entity
         which after giving effect to such transfer will be or become a Material
         Subsidiary in which the Borrower's direct or indirect Equity Interests
         will be at least as great as its direct or indirect Equity Interests in
         the transferor immediately prior thereto, and except as permitted by
         Section 5.02(d)), assets constituting all or substantially all of the
         consolidated assets of the Borrower and its Material Subsidiaries,
         provided that, notwithstanding the foregoing, the Borrower or any
         Material Subsidiary may sell, lease or otherwise transfer any Permitted
         Assets constituting all or substantially all of the consolidated assets
         of the Borrower and its Material Subsidiaries, so long as (A) such
         Permitted Assets are sold, leased or otherwise transferred in exchange
         for other Permitted Assets and/or (B) the proceeds from such sale,
         lease or other transfer, or an amount equal to the proceeds thereof,
         are (x) reinvested within one year from the date of receipt thereof in
         Permitted Assets and/or the development of Permitted Assets and/or (y)
         used to repay Debt the proceeds of which were or are being used for

<PAGE>

                                                                              49

         investment in, and/or the development of, Permitted Assets; provided
         further that, no such sale, lease or other transfer shall be permitted
         by the foregoing proviso unless either (1) after giving effect to such
         sale, lease or other transfer, no Event of Default, and no event which
         with lapse of time or the giving of notice, or both, would constitute
         an Event of Default, shall have occurred and be continuing or (2) the
         Borrower or the relevant Material Subsidiary, as the case may be, was
         contractually obligated, prior to the occurrence of such Event of
         Default or event, to consummate such sale, lease or other transfer.

                  (d) MERGERS, ETC. Merge, amalgamate or consolidate with any
         Person, or permit any Material Subsidiary to merge, amalgamate or
         consolidate with any Person, except that:

                           (i) any Subsidiary may merge, amalgamate or
                  consolidate with (or liquidate into) any other Subsidiary or
                  may merge, amalgamate or consolidate with (or liquidate into)
                  the Borrower, provided that (A) if such Subsidiary merges,
                  amalgamates or consolidates with (or liquidates into) the
                  Borrower, either the survivor or successor is the Borrower or
                  such successor or surviving Business Entity is organized and
                  existing under the laws of the United States and expressly
                  assumes the obligations of the Borrower hereunder and under
                  the Notes, (B) if any such Subsidiary merges, amalgamates or
                  consolidates with (or liquidates into) any other Subsidiary of
                  the Borrower, one or more Business Entities that are
                  Subsidiaries of the Borrower are the surviving or successor
                  Business Entity(ies) and, if any such Subsidiary is not
                  directly or indirectly wholly-owned by the Borrower, such
                  merger, amalgamation or consolidation is on an arm's length
                  basis and (C) as a result of such merger, amalgamation or
                  consolidation, no Event of Default, and no event which with
                  lapse of time or the giving of notice, or both, would
                  constitute an Event of Default, shall have occurred and be
                  continuing, and

                           (ii) the Borrower or any Material Subsidiary may
                  merge, amalgamate or consolidate with any other Business
                  Entity (that is, in addition to the Borrower or any other
                  Subsidiary), provided that (A) if the Borrower merges,
                  amalgamates or consolidates with any such other Business
                  Entity(ies), the survivor or successor Business Entity is the
                  Borrower, (B) if any Material Subsidiary merges, amalgamates
                  or consolidates with any such other Business Entity, each
                  surviving or successor Business Entity is a directly or
                  indirectly wholly-owned Subsidiary, and (C) if either the
                  Borrower or any Material Subsidiary merges, amalgamates or
                  consolidates with any such other Business Entity, after giving
                  effect to such merger, amalgamation or consolidation no Event
                  of Default, and no event which with lapse of time or the
                  giving of notice, or both, would constitute an Event of
                  Default, shall have occurred and be continuing.

<PAGE>

                                                                              50

                  (e) DIVIDEND RESTRICTIONS. Create, or consent or agree to, or
         permit any of its Material Subsidiaries existing on the Original
         Effective Date or any of its Subsidiaries thereafter created or
         acquired and owning a material portion of the consolidated operating
         assets existing at the Original Effective Date of the Borrower and its
         Subsidiaries, to create, or consent or agree to, any restrictions,
         contained in any agreement or instrument relating to or evidencing
         Debt, on any such Subsidiary's ability to pay dividends or to make
         advances to the Borrower or any Subsidiary of the Borrower; provided,
         however, that this subsection (e) shall not apply to any such
         restrictions (including any extensions of the term of any thereof (by
         amendment, or continuation thereof in any refinancing of the Debt to
         which such restriction relates, or otherwise)) applicable to the Equity
         Interests in any Subsidiary of the Borrower the Equity Interests in
         which are acquired by the Borrower after the Original Effective Date
         and which restrictions are existing at the time such Subsidiary first
         becomes a Subsidiary of the Borrower and are not placed thereon by or
         with the consent of the Borrower in contemplation of such acquisition
         by the Borrower.

                  SECTION 5.03. Reporting Requirements. So long as any Advance
shall remain unpaid or any Lender shall have any Commitment hereunder, the
Borrower will furnish to each Lender in such reasonable quantities as shall from
time to time be requested by such Lender:

                  (a) within 60 days after the end of each of the first three
         quarters of each fiscal year of the Borrower, a consolidated balance
         sheet of the Borrower and its consolidated Subsidiaries as of the end
         of such quarter, and consolidated statements of income and cash flow of
         the Borrower and its consolidated Subsidiaries each for the period
         commencing at the end of the previous fiscal year and ending with the
         end of such quarter, certified (subject to normal year-end adjustments)
         as to fairness and utilization of generally accepted accounting
         principles then in effect by the chief financial officer of the
         Borrower and accompanied by a certificate of such officer stating (i)
         that such statements of income and cash flow and such balance sheet
         have been prepared in accordance with generally accepted accounting
         principles then in effect, (ii) whether or not such officer has
         knowledge of the occurrence of any Event of Default which is continuing
         hereunder or of any event not theretofore remedied which with notice or
         lapse of time or both would constitute such an Event of Default and, if
         so, stating in reasonable detail the facts with respect thereto, (iii)
         all relevant facts in reasonable detail to evidence, and the
         computations as to, whether or not the Borrower is in compliance with
         the requirements set forth in subsection (b) of Section 5.02, (iv) a
         listing of all Material Subsidiaries and consolidated Subsidiaries of
         the Borrower showing the extent of its direct and indirect holdings of
         their Equity Interests and (v) if the financial statements for such
         quarter shall reflect any change in generally accepted accounting
         principles from those referred to in Section 1.03 that shall have the
         effect of changing the information presented in the financial
         statements accompanying such certificate from what such information
         would have been if presented in accordance with the generally accepted
         accounting principles referred to in Section 1.03, a statement
         describing

<PAGE>

                                                                              51

         the nature of such change; provided that no such statement shall be
         required to the extent (A) such description is set forth in such
         financial statements or the notes thereto or (B) a statement with
         respect to such change shall have been delivered in connection with the
         delivery of, or disclosed in, financial statements under Section 5.03
         (a), (b) or (e) for any prior fiscal period;

                  (b) within 120 days after the end of each fiscal year of the
         Borrower, a copy of the annual report for such year for the Borrower
         and its consolidated Subsidiaries containing financial statements for
         such year reported on by nationally recognized independent public
         accountants acceptable to the Lenders, accompanied by (i) a report
         signed by said accountants stating that such financial statements have
         been prepared in accordance with generally accepted accounting
         principles then in effect and (ii) a letter from such accountants
         stating that in making the investigations necessary for such report
         they obtained no knowledge, except as specifically stated therein, of
         any Event of Default which is continuing hereunder or of any event not
         theretofore remedied which with notice or lapse of time or both would
         constitute such an Event of Default (which letter may be limited in
         form, scope and substance to the extent required by applicable
         accounting rules or guidelines in effect from time to time);

                  (c) within 120 days after the close of each of the Borrower's
         fiscal years, a certificate of the chief financial officer of the
         Borrower stating (i) whether or not such officer has knowledge of the
         occurrence of any Event of Default which is continuing hereunder or of
         any event not theretofore remedied which with notice or lapse of time
         or both would constitute such an Event of Default and, if so, stating
         in reasonable detail the facts with respect thereto, (ii) all relevant
         facts in reasonable detail to evidence, and the computations as to,
         whether or not the Borrower is in compliance with the requirements set
         forth in subsection (b) of Section 5.02, (iii) a listing of all
         Material Subsidiaries and consolidated Subsidiaries of the Borrower
         showing the extent of its direct and indirect holdings of their Equity
         Interests and (iv) if the financial statements for such fiscal year
         shall reflect any change in generally accepted accounting principles
         from those referred to in Section 1.03 that shall have the effect of
         changing the information presented in the financial statements
         accompanying such certificate from what such information would have
         been if presented in accordance with the generally accepted accounting
         principles referred to in Section 1.03, a statement describing the
         nature of such change; provided that no such statement shall be
         required to the extent (A) such description is set forth in such
         financial statements or the notes thereto or (B) a statement with
         respect to such change shall have been delivered in connection with the
         delivery of, or disclosed in, financial statements under Section 5.03
         (a), (b) or (e) for any prior fiscal period;

                  (d) promptly upon their distribution, copies of all financial
         statements, reports and proxy statements which the Borrower or any
         Material Subsidiary shall have sent to its public Equity Interest
         holders;

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                                                                              52

                  (e) promptly upon their becoming publicly available, all
         regular and periodic financial reports and registration statements
         which the Borrower or any Material Subsidiary shall file with the
         Securities and Exchange Commission or any national securities exchange
         other than registration statements relating to employee benefit plans
         and to registration statements of securities for selling security
         holders;

                  (f) promptly after the Borrower has had a reasonable
         opportunity to preliminarily evaluate the same, written notice of all
         litigation and of all proceedings before any governmental or regulatory
         agencies against or involving the Borrower or any Material Subsidiary,
         except any litigation or proceeding which in the reasonable judgment of
         the Borrower (taking into account the exhaustion of all appeals) is not
         likely to have a material adverse effect on the consolidated financial
         condition of the Borrower and its consolidated Subsidiaries taken as a
         whole, which notice may be effected by delivery, in accordance with
         applicable securities laws, of reports and statements referred to in
         clause (a), (b) or (e) above;

                  (g) within three Business Days after an executive officer of
         the Borrower obtains knowledge of the occurrence of any Event of
         Default which is continuing or of any event not theretofore remedied
         which with notice or lapse of time, or both, would constitute an Event
         of Default, notice of such occurrence together with a detailed
         statement by a responsible officer of the Borrower of the steps being
         taken by the Borrower or the appropriate Subsidiary to cure the effect
         of such event;

                  (h) as soon as practicable and in any event (i) within 30 days
         after the Borrower or any ERISA Affiliate knows or has reason to know
         that any Termination Event described in clause (i) of the definition of
         Termination Event with respect to any Plan has occurred and (ii) within
         10 days after the Borrower or any ERISA Affiliate knows or has reason
         to know that any other Termination Event with respect to any Plan has
         occurred, a statement of the chief financial officer of the Borrower
         describing such Termination Event and the action, if any, which the
         Borrower or such ERISA Affiliate proposes to take with respect thereto;

                  (i) promptly and in any event within two Business Days after
         receipt thereof by the Borrower or any ERISA Affiliate, copies of each
         notice received by the Borrower or any ERISA Affiliate from the PBGC
         stating its intention to terminate any Plan or to have a trustee
         appointed to administer any Plan;

                  (j) promptly and in any event within 30 days after the filing
         thereof with the Internal Revenue Service, copies of each Schedule B
         (Actuarial Information) to the annual report (Form 5500 Series) with
         respect to each Plan;

                  (k) promptly and in any event within five Business Days after
         receipt thereof by the Borrower or any ERISA Affiliate from the sponsor
         of

<PAGE>

                                                                              53

         a Multiemployer Plan, a copy of each notice received by the Borrower or
         any ERISA Affiliate concerning (i) the imposition of Withdrawal
         Liability by a Multiemployer Plan, (ii) the determination that a
         Multiemployer Plan is, or is expected to be, in reorganization within
         the meaning of Title IV of ERISA, (iii) the termination of a
         Multiemployer Plan within the meaning of Title IV of ERISA, or (iv) the
         amount of liability incurred, or expected to be incurred, by the
         Borrower or any ERISA Affiliate in connection with any event described
         in clause (i), (ii) or (iii) above; and

                  (l) as soon as practicable but in any event within 60 days of
         any notice of request therefor, such other information respecting the
         financial condition and results of operations of the Borrower or any
         Subsidiary as any Lender through the Administrative Agent may from time
         to time reasonably request.

                  Each balance sheet and other financial statement furnished
pursuant to subsections (a) and (b) of this Section 5.03 shall contain
comparative information which conforms to the presentation required in Form 10-Q
and Form 10-K, as appropriate, under the Securities Exchange Act of 1934, as
amended.

                                   ARTICLE VI

                                Events of Default

                  SECTION 6.01. Events of Default. If any of the following
events ("EVENTS OF DEFAULT") shall occur and be continuing:

                  (a) The Borrower shall fail to pay any principal of any
         Advance within two Business Days after the same shall be due, or any
         interest on any Advance or any other amount payable hereunder within
         five Business Days after the same shall be due; or

                  (b) Any representation or warranty made or deemed made by the
         Borrower herein or by the Borrower (or any of its officers) in
         connection with this Agreement shall prove to have been incorrect in
         any material respect when made or deemed made; or

                  (c) The Borrower shall fail to perform or observe any other
         term, covenant or agreement contained in this Agreement on its part to
         be performed or observed and any such failure shall remain unremedied
         for 30 days after written notice thereof shall have been given to the
         Borrower by the Administrative Agent or by any Lender with a copy to
         the Administrative Agent; or

                  (d) The Borrower or any Material Subsidiary shall fail to pay
         any Debt or Guaranty (excluding any Advances) of the Borrower or such
         Subsidiary (as the case may be) in an aggregate principal amount in
         excess of the greater of (i) $100,000,000 and (ii) 3% of Consolidated
         Tangible Net Worth at such time, or any installment of principal
         thereof or interest or premium thereon, when due (whether by scheduled
         maturity, required prepayment, acceleration, demand or

<PAGE>

                                                                              54

         otherwise) and such failure shall continue after the applicable grace
         period, if any, specified in the agreement or instrument relating to
         such Debt or Guaranty; or any other default under any agreement or
         instrument relating to any such Debt, or any other event, shall occur
         and shall continue after the applicable grace period, if any, specified
         in such agreement or instrument, if the effect of such default or event
         is to accelerate the maturity of such Debt; provided that,
         notwithstanding any provision contained in this subsection (d) to the
         contrary, to the extent that pursuant to the terms of any agreement or
         instrument relating to any Debt referred to in this subsection (d), any
         sale, pledge or disposal of Margin Stock, or utilization of the
         proceeds thereof would result in a breach of any covenant contained
         therein or otherwise give rise to a default or event of default
         thereunder and/or acceleration of the maturity of the Debt extended
         pursuant thereto and as a result of such terms or of such sale, pledge,
         disposal, utilization, breach, default, event of default or
         acceleration, or the provisions hereof relating thereto, this Agreement
         or any Advance hereunder would otherwise be subject to the margin
         requirements or any other restriction under Regulation U issued by the
         Board of Governors of the Federal Reserve System, then such breach,
         default, event of default or acceleration shall not constitute a
         default or Event of Default under this subsection (d); or

                  (e) (i) The Borrower or any Material Subsidiary shall (A)
         generally not pay its debts as such debts become due; or (B) admit in
         writing its inability to pay its debts generally; or (C) make a general
         assignment for the benefit of creditors; or (ii) any proceeding shall
         be instituted or consented to by the Borrower or any such Subsidiary
         seeking to adjudicate it a bankrupt or insolvent, or seeking
         liquidation, winding up, reorganization, arrangement, adjustment,
         protection, relief, or composition of it or its debts under any law
         relating to bankruptcy, insolvency or reorganization or relief of
         debtors, or seeking the entry of an order for relief or the appointment
         of a receiver, trustee, or other similar official for it or for any
         substantial part of its property; or (iii) any such proceeding shall
         have been instituted against the Borrower or any such Subsidiary and
         either such proceeding shall not be stayed or dismissed for 60
         consecutive days or any of the actions referred to above sought in such
         proceeding (including the entry of an order for relief against it or
         the appointment of a receiver, trustee, custodian or other similar
         official for it or any substantial part of its property) shall occur;
         or (iv) the Borrower or any such Subsidiary shall take any corporate
         action to authorize any of the actions set forth above in this
         subsection (e); or

                  (f) Any judgment or order for the payment of money in excess
         the greater of (i) $100,000,000 and (ii) 3% of Consolidated Tangible
         Net Worth at such time shall be rendered against the Borrower or any
         Material Subsidiary and either (i) enforcement proceedings shall have
         been commenced and are continuing or have been completed by any
         creditor upon such judgment or order (other than any enforcement
         proceedings consisting of the mere obtaining and filing of a judgment
         lien or obtaining of a garnishment or similar order so long as no
         foreclosure, levy or similar process in respect of such lien, or
         payment over in respect of such garnishment or similar order, has
         commenced and is continuing or

<PAGE>

                                                                              55

         has been completed) or (ii) there shall be any period of 30 consecutive
         days during which a stay of execution or enforcement proceedings (other
         than those referred to in the parenthesis in clause (i) above) in
         respect of such judgment or order, by reason of a pending appeal,
         bonding or otherwise, shall not be in effect; or

                  (g) Any Termination Event with respect to a Material Plan
         shall have occurred and, 30 days after notice thereof shall have been
         given to the Borrower by the Lender, (i) such Termination Event shall
         still exist and (ii) the sum (determined as of the date of occurrence
         of such Termination Event) of the Insufficiency of such Plan and the
         Insufficiency of any and all other Plans with respect to which a
         Termination Event shall have occurred and then exist (or in the case of
         a Plan with respect to which a Termination Event described in clause
         (ii) of the definition of Termination Event shall have occurred and
         then exist, the liability related thereto), in each case in respect of
         which the Borrower or any ERISA Affiliate has liability, is equal to or
         greater than $50,000,000; or

                  (h) The Borrower or any ERISA Affiliate shall have been
         notified by the sponsor of a Multiemployer Plan that it has incurred
         Withdrawal Liability to such Multiemployer Plan in an amount which,
         when aggregated with all other amounts required to be paid to
         Multiemployer Plans in connection with Withdrawal Liabilities
         (determined as of the date of such notification), exceeds $50,000,000;
         or

                  (i) The Borrower or any ERISA Affiliate shall have been
         notified by the sponsor of a Multiemployer Plan that such Multiemployer
         Plan is in reorganization or is being terminated, within the meaning of
         Title IV of ERISA, if as a result of such reorganization or termination
         the aggregate annual contributions of the Borrower and its ERISA
         Affiliates to all Multiemployer Plans which are then in reorganization
         or being terminated have been or will be increased over the amounts
         contributed to such Multiemployer Plans for the respective plan years
         which include the Original Effective Date by an amount exceeding
         $50,000,000; or

                  (j) Upon completion of, and pursuant to, a transaction, or a
         series of transactions (which may include prior acquisitions of capital
         stock of the Borrower in the open market or otherwise), involving a
         tender offer (i) a "person" (within the meaning of Section 13(d) of the
         Securities Exchange Act of 1934) other than the Borrower, a Subsidiary
         of the Borrower or any employee benefit plan maintained for employees
         of the Borrower and/or any of its Subsidiaries or the trustee therefor,
         shall have acquired direct or indirect ownership of and paid for in
         excess of 50% of the outstanding capital stock of the Borrower entitled
         to vote in elections for directors of the Borrower and (ii) at any time
         before the later of (x) six months after the completion of such tender
         offer and (y) the next annual meeting of the shareholders of the
         Borrower following the completion of such tender offer more than half
         of the directors of the Borrower consists of individuals who (a) were
         not directors before the completion of such tender offer and (b) were

<PAGE>

                                                                              56

         not appointed, elected or nominated by the Board of Directors in office
         prior to the completion of such tender offer (other than any such
         appointment, election or nomination required or agreed to in connection
         with, or as a result of, the completion of such tender offer); or

                  (k) Any "Event of Default" as defined in the Long-Term
         Revolving Credit Agreement or the Canadian Credit Agreement shall occur
         and be continuing;

then, and in any such event, the Administrative Agent shall at the request, or
may with the consent, of the Majority Lenders, by notice to the Borrower, (i)
declare the obligation of each Lender to make Advances to be terminated,
whereupon the same shall forthwith terminate, and (ii) declare the Advances, all
interest thereon and all other amounts payable under this Agreement to be
forthwith due and payable, whereupon the Advances, all such interest and all
such amounts shall become and be forthwith due and payable, without presentment,
demand, protest or further notice of any kind, all of which are hereby expressly
waived by the Borrower; provided, however, that if an Event of Default under
subsection (e) of this Section 6.01 (except under clause (i)(A) thereof) shall
occur, (A) the obligation of each Lender to make Advances shall automatically be
terminated and (B) the Advances, all interest thereon and all other amounts
payable under this Agreement shall automatically become and be forthwith due and
payable, without presentment, demand, protest or any notice of any kind, all of
which are hereby expressly waived by the Borrower.

                                  ARTICLE VII

                            The Administrative Agent

                  SECTION 7.01. Authorization and Action. Each Lender hereby
appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement as are delegated to
the Administrative Agent by the terms hereof, together with such powers as are
reasonably incidental thereto. As to any matters not expressly provided for by
this Agreement (including enforcement of this Agreement or collection of the
Notes), the Administrative Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Majority Lenders, and such instructions shall be
binding upon all Lenders and all holders of Notes; provided, however, that the
Administrative Agent shall not be required to take any action which exposes the
Administrative Agent to personal liability or which is contrary to this
Agreement or applicable law. The Administrative Agent agrees to give to each
Lender prompt notice of each notice given to it by the Borrower pursuant to the
terms of this Agreement. Nothing in this Agreement shall impose upon any
Co-Syndication Agent or Co-Documentation Agent, in its capacity as such, any
duty or liability whatsoever.

                  SECTION 7.02. Administrative Agent's Reliance, Etc.. Neither
the Administrative Agent nor any of its directors, officers, agents or employees
shall be liable for any action taken or omitted to be taken by it or them under
or in connection

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                                                                              57

with this Agreement, except for its or their own gross negligence or willful
misconduct. Without limitation of the generality of the foregoing, the
Administrative Agent: (i) may treat the payee of any Note as the holder thereof
until the Administrative Agent receives and accepts an Assignment and Acceptance
entered into by the Lender which is the payee of such Note, as assignor, and an
Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult
with legal counsel (including counsel for the Borrower), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants or experts; (iii) makes no warranty or
representation to any Lender and shall not be responsible to any Lender for any
statements, warranties or representations (whether written or oral) made in or
in connection with this Agreement; (iv) shall not have any duty to ascertain or
to inquire as to the performance or observance of any of the terms, covenants or
conditions of this Agreement on the part of the Borrower or to inspect the
property (including the books and records) of the Borrower; (v) shall not be
responsible to any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any other
instrument or document furnished pursuant hereto; and (vi) shall incur no
liability under or in respect of this Agreement by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telegram,
telecopy, cable or telex) believed by it to be genuine and signed or sent by the
proper party or parties.

                  SECTION 7.03. JPMorgan and Affiliates. With respect to its
Commitments, the Advances made by it and the Notes issued to it, JPMorgan shall
have the same rights and powers under this Agreement as any other Lender and may
exercise the same as though it were not the Administrative Agent; and the term
"Lender" or "Lenders" shall, unless otherwise expressly indicated, include
JPMorgan in its individual capacity. JPMorgan and its affiliates may accept
deposits from, lend money to, act as trustee under indentures of, and generally
engage in any kind of business with, the Borrower, any of its Subsidiaries and
any Person who may do business with or own securities of the Borrower or any
Subsidiary, all as if JPMorgan were not the Administrative Agent and without any
duty to account therefor to the other Lenders.

                  SECTION 7.04. Lender Credit Decision. Each Lender acknowledges
that it has, independently and without reliance upon the Administrative Agent or
any other Lender and based on the financial statements referred to in Section
4.01 and such other 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 the
Administrative Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement.

                  SECTION 7.05. Indemnification. THE LENDERS (OTHER THAN THE
DESIGNATED BIDDERS) AGREE TO INDEMNIFY THE ADMINISTRATIVE AGENT (TO THE EXTENT
NOT REIMBURSED BY THE BORROWER), RATABLY ACCORDING TO THE RESPECTIVE PRINCIPAL
AMOUNTS OF THE ADVANCES THEN HELD BY EACH OF THEM (OR IF NO ADVANCES ARE AT THE
TIME

<PAGE>

                                                                              58

OUTSTANDING OR IF ANY ADVANCES ARE HELD BY PERSONS WHICH ARE NOT LENDERS,
RATABLY ACCORDING TO THE RESPECTIVE AMOUNTS OF THEIR COMMITMENTS OR THE
RESPECTIVE AMOUNTS OF THEIR COMMITMENTS IMMEDIATELY PRIOR TO TERMINATION IF THE
COMMITMENTS HAVE BEEN TERMINATED), FROM AND AGAINST ANY AND ALL LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS,
EXPENSES AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED
ON, INCURRED BY, OR ASSERTED AGAINST THE ADMINISTRATIVE AGENT IN ANY WAY
RELATING TO OR ARISING OUT OF THIS AGREEMENT, ANY OF THE NOTES OR ANY OTHER
INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO OR IN CONNECTION HEREWITH, OR
ANY ACTION TAKEN OR OMITTED BY THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT, OR
ANY OF THE NOTES OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO
OR IN CONNECTION HEREWITH; PROVIDED THAT NO LENDER SHALL BE LIABLE FOR ANY
PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING FROM THE
ADMINISTRATIVE AGENT'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT. Without limitation
of the foregoing, each Lender (other than the Designated Bidders) agrees to
reimburse the Administrative Agent promptly upon demand for such Lender's
ratable share of any reasonable out-of-pocket expenses (including counsel fees)
incurred by the Administrative Agent in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings, in bankruptcy or insolvency
proceedings, or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any of the Notes or any other instrument
or document furnished pursuant hereto or in connection herewith to the extent
that the Administrative Agent acts in its capacity as Administrative Agent and
is not reimbursed for such expenses by the Borrower.

                  SECTION 7.06. Successor Administrative Agent. The
Administrative Agent may resign at any time by giving written notice thereof to
the Lenders and the Borrower and may be removed at any time with or without
cause by the Majority Lenders. Upon any such resignation or removal, the
Majority Lenders shall have the right to appoint a successor Administrative
Agent. If no successor Administrative Agent shall have been so appointed by the
Majority Lenders, and shall have accepted such appointment, within 30 days after
the retiring Administrative Agent's giving of notice of resignation or the
Majority Lenders' removal of the retiring Administrative Agent, then such
retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be a commercial bank organized, or authorized
to conduct a banking business, under the laws of the United States of America or
of any State thereof and having a combined capital and surplus of at least
$500,000,000. Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its

<PAGE>

                                                                              59

duties and obligations under this Agreement. After any retiring Administrative
Agent's resignation or removal hereunder as Administrative Agent, the provisions
of this Article 7 shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Administrative Agent under this Agreement.

                  SECTION 7.07. Auction Administrative Agent. The Administrative
Agent shall until such time as it so notifies the Borrower and the Lenders
discharge its duties under Section 2.19 through the Auction Administrative Agent
and all references to the "Administrative Agent" or to JPMorgan relating to such
duties or made in this Article 7 shall be deemed to also refer to the Auction
Administrative Agent and any Affiliate of JPMorgan serving in such capacity. All
payments to be made to or by the Auction Administrative Agent shall be made
through the Administrative Agent.

                                  ARTICLE VIII

                                  Miscellaneous

                  SECTION 8.01. Amendments, Etc. An amendment or waiver of any
provision of this Agreement or the Notes, or a consent to any departure by the
Borrower therefrom, shall be effective against the Lenders and all holders of
the Notes if, but only if, it shall be in writing and signed by the Majority
Lenders or, where so specified, the Required Lenders (except any amendment to
give effect to increased Commitments and New Lenders, as contemplated by Section
2.20), and then such a waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however, that
no such amendment, waiver or consent shall, unless in writing and signed by all
the Lenders (other than the Designated Bidders), be effective to: (a) waive any
of the conditions specified in Article 3, (b) except as contemplated by Section
2.20, increase the Commitments of the Lenders or subject the Lenders to any
additional obligations, (c) reduce the principal of, or interest on, the
Advances or any facility fees or utilization fees hereunder, (d) except as
contemplated by Section 2.21, postpone any date fixed for any payment of
principal of, or interest on, the Advances or any facility fees or utilization
fees hereunder, (e) change the percentage of the Commitments or of the aggregate
unpaid principal amount of the Advances, which shall be required for the Lenders
or any of them to take any action under this Agreement, or (f) amend, waive or
otherwise change this Section 8.01; and, provided further that no amendment,
waiver or consent shall, unless in writing and signed by the Administrative
Agent in addition to the Lenders required hereinabove to take such action,
affect the rights or duties of the Administrative Agent under this Agreement or
any Note.

                  SECTION 8.02. Notices, Etc. (a) Except as otherwise provided
in Section 2.02(a) or 2.10(ii), all notices and other communications provided
for hereunder shall be in writing and mailed by certified mail, return receipt
requested and postage prepaid, or telecopied, telefaxed or otherwise
teletransmitted, or delivered, if to the Borrower, at 5051 Westheimer, Suite
1400, Houston, Texas 77056, Attention: Treasurer, Telefax: (713) 624-9627; if to
any Initial Lender, at its Domestic Lending Office set forth in such Initial
Lender's Administrative Questionnaire; if to any other Lender at its Domestic
Lending Office specified in the Assignment and Acceptance or Commitment

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                                                                              60

Increase Agreement pursuant to which it became a Lender or at the address for
notices specified in the Designation Agreement pursuant to which it became a
party hereto; if to the Administrative Agent, in care of JPMorgan Chase Bank,
Loan and Agency Services, 1111 Fannin, 10th Floor, Houston, Texas 77002,
Attention: Karla Contreras, Telefax: (713) 427-6307, with a copy to JPMorgan
Chase Bank, at 600 Travis Street, 20th Floor, Houston, TX 77002, Attention:
Russell Johnson, Telefax: (713) 216-8870; and if to the Auction Administrative
Agent, at JPMorgan Chase Bank, Loan and Agency Services, 1111 Fannin, 10th
Floor, Houston, Texas 77002, Attention: Karla Contreras, Telefax: (713)
427-6307; or, as to each party, at such other address as shall be designated by
such party in a written notice to the other parties.

                  (b) All such notices and communications shall be effective,
(i) in the case of any notice or communication given by certified mail, when
receipted for, (ii) in the case of any notice or communication given by
telecopy, telefax or other teletransmission, when confirmed by appropriate
answerback, in each case addressed as aforesaid, (iii) in the case of any notice
or communication delivered by hand or courier, when so delivered and (iv) in the
case of any report, notice or information referred to in Section 8.02(c), when
posted with posting confirmed by electronic correspondence, or otherwise deemed
delivered pursuant to procedures approved by the Administrative Agent, except
that notices and communications to the Administrative Agent pursuant to Article
2 or 7 shall not be effective until received by the Administrative Agent. A
notice received by the Administrative Agent or a Lender by telephone pursuant to
Section 2.02(a) or 2.10(ii) shall be effective if the Administrative Agent or
Lender believes in good faith that it was given by an authorized representative
of the Borrower and acts pursuant thereto, notwithstanding the absence of
written confirmation or any contradictory provision thereof.

                  (c) Reports, notices, and information required to be delivered
pursuant to Section 5.03 shall be deemed to have been delivered if such reports,
notices, and information (or, in the case of any information, one or more annual
or quarterly reports containing such information) shall have been posted by the
Administrative Agent on an IntraLinks or similar site to which the Lenders have
been granted access or shall be available on the website of the Securities and
Exchange Commission at http://www.sec.gov (and, in each case, a confirming
electronic correspondence shall have been delivered or caused to be delivered
providing notice of such posting or availability); provided that the Borrower
shall deliver paper copies of such information to any Lender that requests such
delivery. Reports, notices and information required to be delivered pursuant to
Section 5.03 may also be delivered by electronic communications pursuant to
procedures approved by the Administrative Agent. Categories of reports, notices
and information approved by the Administrative Agent may be given by e-mail
pursuant to procedures approved by the Administrative Agent.

                  SECTION 8.03. No Waiver; Remedies. No failure on the part of
any Lender or the Administrative Agent to exercise, and no delay in exercising,
any right hereunder or under any Note shall operate as a waiver thereof; nor
shall any single or partial exercise of any right hereunder or under any Note
preclude any other or further

<PAGE>

                                                                              61

exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

                  SECTION 8.04. Costs and Expenses; Indemnity. (a) The Borrower
agrees to pay on demand (i) all reasonable fees and out-of-pocket expenses of
counsel for the Administrative Agent in connection with the preparation,
execution and delivery of this Agreement, the Notes and the other documents to
be delivered hereunder and with respect to advising the Administrative Agent as
to its rights and responsibilities under this Agreement, (ii) all reasonable
costs and expenses incurred by the Administrative Agent and its Affiliates in
initially syndicating all or any portion of the Commitments hereunder, including
the related reasonable fees and out-of-pocket expenses of counsel for the
Administrative Agent or its Affiliates, travel expenses, duplication and
printing costs and courier and postage fees, and excluding any syndication fees
paid to other parties joining the syndicate and (iii) all out-of-pocket costs
and expenses, if any, of the Administrative Agent and the Lenders (including
reasonable counsel fees and expenses and the allocated costs of in-house
counsel), in connection with the enforcement (whether through negotiations,
legal proceedings, in bankruptcy or insolvency proceedings, or otherwise) of
this Agreement, the Notes and the other documents to be delivered hereunder and
thereunder.

                  (b) If any payment of principal of, or Conversion of, any
Eurodollar Rate Advance is made by the Borrower to or for the account of a
Lender on any day other than the last day of the Interest Period for such
Advance, as a result of a prepayment pursuant to Section 2.10 or a Conversion
pursuant to Section 2.08(d) or Section 2.09 or due to acceleration of the
maturity of the Advances pursuant to Section 6.01 or due to any other reason
attributable to the Borrower, or if the Borrower shall fail to borrow, convert,
continue or prepay any Eurodollar Rate Advance on the date specified in any
notice delivered pursuant hereto, the Borrower shall, upon demand by such Lender
(with a copy of such demand to the Administrative Agent), pay to the
Administrative Agent for the account of such Lender any amounts required to
compensate such Lender for any additional losses, costs or expenses which it may
reasonably incur as a result of such payment or Conversion, including any loss
(excluding loss of anticipated profits), cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by any
Lender to fund or maintain such Advance.

                  (c) THE BORROWER AGREES TO INDEMNIFY AND HOLD HARMLESS THE
ADMINISTRATIVE AGENT AND EACH LENDER AND THEIR RESPECTIVE RELATED PERSONS
(COLLECTIVELY, THE "INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL CLAIMS,
DAMAGES, LIABILITIES AND EXPENSES (INCLUDING FEES AND DISBURSEMENTS OF COUNSEL)
WHICH MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNIFIED PARTY IN CONNECTION
WITH OR ARISING OUT OF ANY INVESTIGATION, LITIGATION, OR PROCEEDING (WHETHER OR
NOT SUCH INDEMNIFIED PARTY IS PARTY THERETO) RELATED TO ANY ACQUISITION OR
PROPOSED ACQUISITION BY THE BORROWER, OR BY ANY SUBSIDIARY OF THE BORROWER, OF
ALL OR ANY PORTION OF THE EQUITY INTERESTS IN, OR SUBSTANTIALLY ALL THE ASSETS
OF, ANY PERSON OR ANY USE OR

<PAGE>

                                                                              62

PROPOSED USE OF THE ADVANCES BY THE BORROWER (EXCLUDING ANY CLAIMS, DAMAGES,
LIABILITIES OR EXPENSES INCURRED BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF SUCH INDEMNIFIED PARTY OR ANY OF ITS RELATED PERSONS, OR BY REASON
OF ANY USE OR DISCLOSURE BY SUCH INDEMNIFIED PARTY OR ANY OF ITS RELATED PERSONS
OF INFORMATION RELATING TO ANY SUCH ACQUISITION OR PROPOSED ACQUISITION OR ANY
SUCH USE OR PROPOSED USE OF THE ADVANCES).

                  SECTION 8.05. Right of Set-off. Upon the declaration of the
Advances as due and payable pursuant to the provisions of Section 6.01, each
Lender 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
indebtedness at any time owing by such Lender to or for the credit or the
account of the Borrower against any and all of the obligations of the Borrower
now or hereafter existing under this Agreement and any Note held by such Lender,
irrespective of whether or not such Lender shall have made any demand under this
Agreement or such Note and although such obligations may be unmatured. Each
Lender agrees promptly to notify the Borrower after any such set-off and
application made by such Lender, provided that the failure to give such notice
shall not affect the validity of such set-off and application. The rights of
each Lender under this Section 8.05 are in addition to other rights and remedies
(including other rights of set-off) which such Lender may have.

                  SECTION 8.06. Binding Effect. This Agreement shall become
effective in accordance with the provisions of Section 3.01, and thereafter
shall be binding upon and inure to the benefit of the Borrower, the
Administrative Agent, the Arranger and each Lender and their respective
successors and assigns, except that the Borrower shall not have the right to
assign its rights hereunder or any interest herein without the prior written
consent of all of the Lenders.

                  SECTION 8.07. Assignments and Participations. (a) Each Lender
(other than a Designated Bidder) may assign to one or more banks or other
entities all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment, the A Advances owing to it and
the Note or Notes held by it); provided, however, that each such assignment
shall be to an Eligible Assignee, and the parties to each such assignment shall
execute and deliver to the Administrative Agent, for its acceptance and
recording in the Register, an Assignment and Acceptance, together with any Note
or Notes subject to such assignment and, except in the case of an assignment to
a Lender Affiliate, a processing and recordation fee of $3,000, and shall send
to the Borrower an executed counterpart of such Assignment and Acceptance, and
provided further, however, that (i) the sum of (x) the amount of the Commitment
of the assigning Lender being assigned to the assignee pursuant to each such
assignment (determined as of the date of the Assignment) plus (y) the amount of
the "Commitment" of the assigning Lender under the Long-Term Revolving Credit
Agreement and/or the Canadian Credit Agreement contemporaneously assigned by
such assigning Lender to such assignee as contemplated by clause (iii) of this
sentence must be equal to or greater than

<PAGE>

                                                                              63

$25,000,000, or if less, the entire amount of such assigning Lender's
"Commitment" (unless the Borrower and the Administrative Agent shall otherwise
consent, which consent may be withheld for any reason) and must be an integral
multiple of $1,000,000, (ii) any assignment to a Lender Affiliate will not
relieve the assigning Lender of its obligation to make Advances hereunder timely
in accordance with the terms hereof in the event such Lender Affiliate shall
fail to do so and (iii) except in the case of an assignment to a Lender
Affiliate or as required by the Borrower pursuant Section 2.21(d) or 2.22, each
such assignment shall be of a constant, and not a varying, percentage of all
such Lender's rights and obligations under this Agreement (other than any right
to make B Advances, any B Advances or any Notes) and the same constant
percentage of all such Lender's rights and obligations, if any, under the
Long-Term Revolving Credit Agreement and the Canadian Credit Agreement unless
the Long-Term Revolving Credit Agreement or the Canadian Agreement, as the case
may be, has been terminated, shall be contemporaneously assigned by such
assigning Lender to the same assignee pursuant to Section 8.07(a) of the
Long-Term Revolving Credit Agreement and Section 9.07(a) of the Canadian Credit
Agreement. Upon the execution, delivery, acceptance and recording of each
Assignment and Acceptance by the parties thereto, from and after the effective
date specified in such Assignment and Acceptance, (x) the assignee thereunder
shall be a party hereto and, to the extent that rights and obligations hereunder
have been assigned to it pursuant to such Assignment and Acceptance, have the
rights and obligations of a Lender hereunder and (y) except as otherwise
provided in clause (ii) above, the Lender assignor thereunder shall, to the
extent that rights and obligations hereunder have been assigned by it pursuant
to such Assignment and Acceptance, relinquish its rights and be released from
its obligations under this Agreement (and, except in the circumstances
contemplated by clause (ii) above, in the case of an Assignment and Acceptance
covering all or the remaining portion of an assigning Lender's rights and
obligations under this Agreement, such Lender shall cease to be a party hereto,
provided, however, that such assigning Lender shall retain any claim with
respect to any fee, interest, cost, expense or indemnity which accrues, or
relates to an event that occurs, prior to the date of such assignment pursuant
to Section 2.03, 2.06, 2.07, 2.11, 2.12, 2.15 or 8.04).

                  (b) By executing and delivering an Assignment and Acceptance,
each Lender assignor thereunder and the assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) other than as
provided in such Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document
furnished pursuant hereto; (ii) such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of the Borrower or the performance or observance by the Borrower of any of its
obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such assignee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Section 4.01 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and without
reliance upon the Administrative Agent, such assigning

<PAGE>

                                                                              64

Lender or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement; (v) such assignee confirms
that it is (subject to approval in writing by the Borrower and the
Administrative Agent to the extent required) an Eligible Assignee; (vi) such
assignee appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers under this Agreement as are
delegated to the Administrative Agent by the terms hereof, together with such
powers as are reasonably incidental thereto; and (vii) such assignee agrees that
it will perform in accordance with their terms all of the obligations which by
the terms of this Agreement are required to be performed by it as a Lender.

                  (c) The Administrative Agent shall maintain at its address
referred to in Section 8.02 a copy of each Assignment and Acceptance, each
Designation Agreement, each New Lender Agreement and each Commitment Increase
Agreement delivered to and accepted by it and a register for the recordation of
the names and addresses of the Lenders and, with respect to Lenders other than
Designated Bidders, the Commitment of, and principal amount of the A Advances
owing to, each Lender from time to time (the "REGISTER"). The entries in the
Register shall be conclusive and binding for all purposes, absent manifest
error, and the Borrower, the Administrative Agent and the Lenders may treat each
Person whose name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

                  (d) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender and an assignee representing that it is an Eligible
Assignee, together with any Note or Notes subject to such assignment, the
Administrative Agent shall, if such Assignment and Acceptance has been completed
and is in substantially the form of Exhibit D hereto, (i) accept such Assignment
and Acceptance, (ii) record the information contained therein in the Register
and (iii) give prompt notice thereof to the Borrower. Within five Business Days
after its receipt of such notice and its receipt of an executed counterpart of
such Assignment and Acceptance, the Borrower, at its own expense, shall execute
and deliver to the Administrative Agent in exchange for any surrendered Note or
Notes a new Note to the order of such Eligible Assignee and, if the assigning
Lender has retained a Commitment hereunder, a new Note to the order of the
assigning Lender. Any such new Note or Notes shall be dated the effective date
of such Assignment and Acceptance and shall otherwise be in substantially the
form of Exhibit A hereto.

                  (e) Each Lender (other than a Designated Bidder) may designate
one or more banks or other entities to have a right to make B Advances as a
Lender pursuant to Section 2.19; provided that (i) such Lender shall have
obtained the written consent of the Administrative Agent and the Borrower, such
consent not to be unreasonably withheld, (ii) no such Lender shall be entitled
to make more than two such designations, (iii) each such Lender making one or
more of such designations shall retain the right to make B Advances as a Lender
pursuant to Section 2.19, (iv) each such designation shall be to a Designated
Bidder and (v) the parties to each such designation shall execute and deliver to
the Administrative Agent, for its acceptance and recording in the Register, a

<PAGE>

                                                                              65

Designation Agreement. Upon such execution, delivery, acceptance and recording,
from and after the effective date specified in each Designation Agreement, the
designee thereunder shall be a party hereto with a right to make B Advances as a
Lender pursuant to Section 2.19 and the obligations related thereto.

                  (f) By executing and delivering a Designation Agreement, the
Lender making the designation thereunder and its designee thereunder confirm and
agree with each other and the other parties hereto as follows: (i) such Lender
makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with
this Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any other instrument or
document furnished pursuant hereto, (ii) such Lender makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of the Borrower or the performance or observance by the Borrower of any of its
obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such designee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Section 4.01 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into the
Designation Agreement; (iv) such designee will, independently and without
reliance upon the Administrative Agent, such designating Lender or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement; (v) such designee confirms that it is a Designated
Bidder; (vi) such designee appoints and authorizes the Administrative Agent to
take such action as agent on its behalf and to exercise such powers under this
Agreement as are delegated to the Administrative Agent by the terms hereof,
together with such powers as are reasonably incidental thereto, and (vii) such
designee agrees that it will perform in accordance with their terms all of the
obligations which by the terms of this Agreement are required to be performed by
it as a Lender.

                  (g) Upon its receipt of a Designation Agreement executed by a
designating Lender and a designee representing that it is a Designated Bidder,
the Administrative Agent shall, if such Designation Agreement has been completed
and is substantially in the form of Exhibit J hereto, (i) accept such
Designation Agreement, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to the Borrower.

                  (h) Each Lender may sell participations to one or more banks
or other entities in or to all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment, and the Advances
owing to it and the Note or Notes held by it); provided, however, that (i) such
Lender's obligations under this Agreement (including its Commitment to the
Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) such Lender shall remain the holder of any such Note for all purposes of
this Agreement, (iv) the Borrower, the 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, (v)
such

<PAGE>

                                                                              66

Lender shall continue to be able to agree to any modification or amendment of
this Agreement or any waiver hereunder without the consent, approval or vote of
any such participant or group of participants, other than modifications,
amendments and waivers which (A) postpone any date fixed for any payment of, or
reduce any payment of, principal of or interest on such Lender's Advances or any
facility fees or utilization fees payable under this Agreement, or (B) increase
the amount of such Lender's Commitment in a manner which would have the effect
of increasing the amount of a participant's participation, or (C) reduce the
interest rate payable under this Agreement and such Lender's Advances, or (D)
consent to the assignment or the transfer by the Borrower of any of its rights
and obligations under the Agreement, and (vi) except as contemplated by the
immediately preceding clause (v), no participant shall be deemed to be or to
have any of the rights or obligations of a "Lender" hereunder.

                  (i) Any Lender may, in connection with any assignment,
designation or participation or proposed assignment, designation or
participation pursuant to this Section 8.07, disclose to the assignee, designee
or participant or proposed assignee, designee or participant, any information
relating to the Borrower furnished to such Lender by or on behalf of the
Borrower; provided that, prior to any such disclosure, the assignee, designee or
participant or proposed assignee, designee or participant shall agree in writing
for the benefit of the Borrower to preserve the confidentiality of any
confidential information relating to the Borrower received by it from such
Lender in a manner consistent with Section 8.08.

                  (j) Anything in this Agreement to the contrary
notwithstanding, any Lender may at any time create a security interest in all or
any portion of its rights under this Agreement (including the Advances owing to
it) and the Notes, if any, issued to it hereunder in favor of any Federal
Reserve Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System (or any successor regulation) and the applicable
operating circular of such Federal Reserve Bank.

                  SECTION 8.08. Confidentiality. (a) Each Lender and the
Administrative Agent (each, a "PARTY") agrees that it will use its best
reasonable efforts not to disclose, without the prior consent of the Borrower
(other than to its, or its Affiliates, employees, auditors, accountants, counsel
or other representatives, whether existing at the Original Effective Date or any
subsequent time), any information with respect to the Borrower which is
furnished pursuant to this Agreement, provided that any party may disclose any
such information (i) as has become generally available to the public, (ii) as
may be required or appropriate in any report, statement or testimony submitted
to any municipal, state or Federal regulatory body having or claiming to have
jurisdiction over such party or to the Board of Governors of the Federal Reserve
System or the Federal Deposit Insurance Corporation or similar organizations
(whether in the United States or elsewhere) or their successors, (iii) as may be
required or appropriate in response to any summons or subpoena or in connection
with any litigation or regulatory proceeding, (iv) in order to comply with any
law, order, regulation or ruling applicable to such party, or (v) to any
prospective assignee, designee or participant in connection with any
contemplated assignment of any rights or obligations hereunder, any designation
or any sale of any participation therein, by such party pursuant to Section
8.07, if such

<PAGE>

                                                                              67

prospective assignee, designee or participant, as the case may be, executes an
agreement with the Borrower containing provisions substantially similar to those
contained in this Section 8.08; provided, however, that the Borrower
acknowledges that the Administrative Agent has disclosed and may continue to
disclose such information as the Administrative Agent in its sole discretion
determines is appropriate to the Lenders from time to time.

                  (b) Notwithstanding anything herein to the contrary, any party
subject to confidentiality obligations hereunder (and any employee,
representative or other agent of such party) may disclose to any and all
persons, without limitation of any kind, such party's U.S. federal income tax
treatment and the U.S. federal income tax structure of the transactions
contemplated hereby relating to such party and all materials of any kind
(including opinions or other tax analyses) that are provided to it relating to
such tax treatment and tax structure. However, no disclosure of any information
relating to such tax treatment or tax structure may be made to the extent
nondisclosure is reasonably necessary in order to comply with applicable
securities laws.

                  SECTION 8.09. Consent to Jurisdiction. (a) The Borrower hereby
irrevocably submits to the jurisdiction of any New York State or Federal court
sitting in New York City and any appellate court from any thereof in any action
or proceeding by the Administrative Agent, the Arranger, any Lender or the
holder of any Note in respect of, but only in respect of, any claims or causes
of action arising out of or relating to this Agreement or the Notes (such claims
and causes of action, collectively, being "PERMITTED CLAIMS"), and the Borrower
hereby irrevocably agrees that all Permitted Claims may be heard and determined
in such New York State court or in such Federal court. The Borrower hereby
irrevocably waives, to the fullest extent it may effectively do so, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
aforementioned court in respect of Permitted Claims. Service of the summons and
complaint and any other process which may be served by the Administrative Agent,
the Arranger, any Lender or the holder of any Note on the Borrower in any such
action or proceeding in any aforementioned court in respect of Permitted Claims
may be made by delivering separate copies of such process to the Borrower by
courier and by certified mail (return receipt requested), fees and postage
prepaid at the Borrower's address specified pursuant to Section 8.02, to the
attention of each of the Treasurer and the Executive Vice President, Law. The
Borrower 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.

                  (b) Nothing in this Section 8.09 (i) shall affect the right of
the Arranger, the Borrower, any Lender, the holder of any Note or the
Administrative Agent to serve legal process in any other manner permitted by law
or affect any right otherwise existing of the Borrower, any Lender, the
Arranger, the holder of any Note or the Administrative Agent to bring any action
or proceeding in the courts of other jurisdictions or (ii) shall be deemed to be
a general consent to jurisdiction in any particular court or a general waiver of
any defense or a consent to jurisdiction of the courts expressly referred to in
subsection (a) above in any action or proceeding in respect of any claim or
cause of action other than Permitted Claims.

<PAGE>

                                                                              68

                  SECTION 8.10. Governing Law. This Agreement and the Notes
shall be governed by, and construed in accordance with, the laws of the State of
New York.

                  SECTION 8.11. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery to the Administrative Agent of a counterpart executed by a
Lender shall constitute delivery of such counterpart to all of the Lenders.
Delivery of an executed counterpart by facsimile shall be as effective as
delivery of a manually executed original counterpart.

                  SECTION 8.12. Waiver of Jury Trial. THE BORROWER, THE
ADMINISTRATIVE AGENT, AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT, ANY OF THE NOTES OR ANY OTHER INSTRUMENT OR
DOCUMENT FURNISHED PURSUANT HERETO OR IN CONNECTION HEREWITH OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

                  SECTION 8.13. Entire Agreement, Etc. This Agreement, together
with any other documents executed in connection herewith, express the entire
understanding of the parties with respect to the transactions contemplated
hereby. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated, except as provided in Section 8.01.

<PAGE>

                                                                              69

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

                                      BURLINGTON RESOURCES INC.

                                      By: /s/ DANIEL D. HAWK
                                          -------------------------------------
                                          Name: Daniel D. Hawk
                                          Title: Vice President & Treasurer

                                      JPMORGAN CHASE BANK, in its individual
                                      capacity and as Administrative Agent and
                                      Auction Administrative Agent,

                                      By: /s/ RUSSELL A. JOHNSON
                                          -------------------------------------
                                          Name: Russell A. Johnson
                                          Title: Vice President

Name of Institution: ABN AMRO BANK N.V.


By: /s/ JOHN D. REED
    -------------------------------------
    Name: John D. Reed
    Title: Vice President

By: /s/ QUANDRA L. KELLEY
    -------------------------------------
    Name: Quandra L. Kelley
    Title: Assistant Vice President


Name of Institution: BANK OF AMERICA, NA


By: /s/ RICHARD L. STEIN
    -------------------------------------
    Name: Richard L. Stein
    Title: Principal


Name of Institution: THE BANK OF NEW YORK


By: /s/ CRAIG ANDERSON
    -------------------------------------
    Name: Craig Anderson
    Title: Vice President


Name of Institution: THE BANK OF NOVIA SCOTIA


By: /s/ N. BELL
    -------------------------------------
    Name: N. Bell
    Title: Senior Manager


Name of Institution: THE BANK OF TOKYO - MITSUBISHI, LTD.


By: /s/ JOHN W. MCGHEE
    -------------------------------------
    Name: John W. McGhee
    Title: V.P. & Manager

<PAGE>
                                     SIGNATURE PAGE TO BURLINGTON RESOURCES INC.
                                     SHORT-TERM REVOLVING CREDIT AGREEMENT DATED
                                     AS OF DECEMBER 4, 2003

                                     Name of Institution: BANK ONE, NA


                                     By: /s/ JANE BEKKEIL
                                         -------------------------------------
                                         Name: Jane Bekkeil
                                         Title: Director


Name of Institution: BARCLAYS BANK PLC


By: /s/ NICHOLAS A. BELL
    -------------------------------------
    Name:  Nicholas A. Bell
    Title: Director-Loan Transaction Management


Name of Institution: BMO NESBITT BURNS FINANCING, INC.


By: /s/ JAMES V. DUCOTE
    -------------------------------------
    Name: James V. Ducote
    Title: Vice President


Name of Institution: BNP PARIBAS


By: /s/ DOUGLAS R. LIFTMAN
    -------------------------------------
    Name: Douglas R. Liftman
    Title: Managing Director

By: /s/ BETSY JOCHER
    -------------------------------------
    Name: Betsy Jocher
    Title: Vice President


Name of Institution: CITIBANK, NA


By: /s/ AMY K. PINCU
    -------------------------------------
    Name: Amy K. Pincu
    Title: Attorney-in-Fact


Name of Institution: CREDIT SUISSE FIRST BOSTON
                     acting through its Cayman Islands Branch


By: /s/ JAMES P. MORAN
    -------------------------------------
    Name: James P. Moran
    Title: Director

By: /s/ DAVID J. DODD
    -------------------------------------
    Name: David J. Dodd
    Title: Associate


Name of Institution: DEUTSCHE BANK AG NEW YORK BRANCH


By: /s/ PHILIPPE SANDMEIER
    -------------------------------------
    Name:  Philippe Sandmeier
    Title: Director

By: /s/ OLIVER RIEDINGER
    -------------------------------------
    Name:  Oliver Riedinger
    Title: Vice President


Name of Institution: FLEET NATIONAL BANK


By: /s/ TERRENCE RONAN
    -------------------------------------
    Name: Terrence Ronan
    Title: Managing Director


Name of Institution: MELLON BANK, N.A.


By: /s/ ROGER E. HOWARD
    -------------------------------------
    Name: Roger E. Howard
    Title: Vice President


Name of Institution: MERRILL LYNCH BANK USA


By: /s/ LOUIS ALDER
    -------------------------------------
    Name: Louis Alder
    Title: Vice President


Name of Institution: MORGAN STANLEY BANK


By: /s/ JAAP L. TONCKENS
    -------------------------------------
    Name: Jaap L. Tonckens
    Title: Vice President


Name of Institution: ROYAL BANK OF CANADA


By: /s/ LINDA M. STEPHENS
    -------------------------------------
    Name: Linda M. Stephens
    Title: Authorized Signatory


Name of Institution: ROYAL BANK OF SCOTLAND plc


By: /s/ KEITH JOHNSON
    -------------------------------------
    Name: Keith Johnson
    Title: Senior Vice President


Name of Institution: SOCIETE GENERALE


By: /s/ J. DOUGLAS MCMURRAY, JR.
    -------------------------------------
    Name: J. Douglas McMurray, Jr.
    Title: Managing Director

Name of Institution: SUNTRUST BANK


By: /s/ JAMES M. WARREN
    -------------------------------------
    Name: James M. Warren
    Title: Director


Name of Institution: WACHOVIA BANK, NATIONAL ASSOCIATION


By: /s/ DAVID HUMPHREYS
    -------------------------------------
    Name: David Humphreys
    Title: Vice President


Name of Institution: WELLS FARGO BANK, N.A.


By: /s/ PAUL A. SQUIRES
    -------------------------------------
    Name: Paul A. Squires
    Title: Vice President
<PAGE>

                                                                      SCHEDULE I

                              MATERIAL SUBSIDIARIES

Burlington Resources Canada Ltd.
Burlington Resources Canada (Hunter) Ltd.
The Louisiana Land and Exploration Company
Burlington Resources Oil & Gas Company LP
BROG GP Inc.
BROG LP Inc.
Burlington Resources Canada Partnership

<PAGE>

                                                                     SCHEDULE II

                                  PRICING GRID

<TABLE>
<CAPTION>
                  LEVEL I         LEVEL II         LEVEL III        LEVEL IV           LEVEL V        LEVEL VI
                                                    If the           If the            If the       If Levels I-V
 Basis for        If the           If the         Borrower's       Borrower's        Borrower's     do not apply.
  Pricing       Borrower's       Borrower's         senior           senior            senior
                  senior           senior          unsecured        unsecured         unsecured
                 unsecured        unsecured        long term        long term         long term
                 long term        long term      debt is rated    debt is rated     debt is rated
               debt is rated    debt is rated    at least BBB+    at least BBB      at least BBB-
               at least A by     at least A-       by S&P or        by S&P or         by S&P or
               S&P or A2 by     by S&P or A3        Baa1 by          Baa2 by           Baa3 by
                 Moody's.        by Moody's.        Moody's.        Moody's.          Moody's.
<S>            <C>              <C>              <C>              <C>               <C>             <C>
Facility Fee
Percentage         .060%           .080%             .100%            .125%             .150%           .200%

LIBOR
Applicable
Margin             .290%           .320%             .400%            .475%             .700%           .800%
</TABLE>

The applicable pricing level shall change on the date of any relevant change in
the rating by S&P or Moody's of any public long term senior unsecured debt
securities of the Borrower. In the case of split ratings from S&P and Moody's,
the rating to be used to determine the applicable pricing level is the higher of
the two (e.g., A-/Baa1 results in Level II pricing), provided that in the event
the split is more than one full category, the average (or the higher of two
intermediate ratings) shall be used (e.g., A-/Baa2 results in Level III pricing,
as does A-/Baa3).
<PAGE>
                                                                    SCHEDULE III

                        The Initial Lenders (US Tranche)

<Table>
<Caption>
             Investor                            Title                    Commitment
-----------------------------------        --------------------        ----------------
<S>                                        <C>                         <C>
JP Morgan Chase Bank                       Administrative Agent        $  27,428,571.43
Citibank, N.A.                             Co-Syndication Agent           27,428,571.43
Fleet National Bank                        Co-Syndication Agent           27,428,571.43
Bank of America, N.A.                      Co-Documentation Agent         27,428,571.43
Bank of Nova Scotia (The)                  Co-Documentation Agent         27,428,571.43
Bank of Tokyo-Mitsubishi, Ltd.             Co-Agent                       20,000,000.00
Barclays Bank plc                          Co-Agent                       20,000,000.00
BNP Paribas                                Co-Agent                       20,000,000.00
Royal Bank of Scotland plc (The)           Co-Agent                       20,000,000.00
Wachovia Bank, National Association        Co-Agent                       20,000,000.00
Merrill Lynch Bank USA                     Co-Agent                       20,000,000.00
Morgan Stanley Bank                        Co-Agent                       20,000,000.00
ABN Amro Bank, N.V.                        Co-Agent                       11,428,571.43
Deutsche Bank                              Participant                    11,428,571.43
Bank One, NA                               Participant                    11,428,571.43
Royal Bank of Canada                       Participant                    11,428,571.43
Societe Generale                           Participant                    11,428,571.43
SunTrust Banks                             Participant                    11,428,571.43
Wells Fargo Bank                           Participant                    11,428,571.43
Bank of Montreal                           Participant                    11,428,571.43
Bank of New York (The)                     Participant                    11,428,571.43
Credit Suisse First Boston                 Participant                    11,428,571.43
Mellon Bank, N.A.                          Participant                     8,571,428.57

Total:                                                                 $ 400,000,000.00
</Table>


</TEXT>
</DOCUMENT>
