<PAGE>


                                                                   EXHIBIT 10.20


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


                             HELMERICH & PAYNE, INC.
                  HELMERICH & PAYNE INTERNATIONAL DRILLING CO.


                                  $200,000,000
                           Aggregate Principal Amount
                                  Senior Notes


                                   $25,000,000
                          5.51% Senior Notes, Series A
                               Due August 15, 2007

                                   $25,000,000
                          5.91% Senior Notes, Series B
                               Due August 15, 2009

                                   $75,000,000
                          6.46% Senior Notes, Series C
                               Due August 15, 2012

                                   $75,000,000
                          6.56% Senior Notes, Series D
                               Due August 15, 2014


                                    ---------

                             NOTE PURCHASE AGREEMENT

                                    ---------


                           Dated as of August 15, 2002



================================================================================
                                                       Series A PPN: 42346# AA 9
                                                       Series B PPN: 42346# AB 7
                                                       Series C PPN: 42346# AC 5
                                                       Series D PPN: 42346# AD 3


<PAGE>


                                TABLE OF CONTENTS

<Table>
<Caption>
Section                                                                                                       Page
-------                                                                                                       ----
<S>      <C>                                                                                                  <C>
1.       AUTHORIZATION OF NOTES..................................................................................1

2.       SALE AND PURCHASE OF NOTES..............................................................................2

3.       CLOSING.................................................................................................2

4.       CONDITIONS TO CLOSINGS..................................................................................3
         4.1.     Representations and Warranties.................................................................3
         4.2.     Performance; No Default........................................................................3
         4.3.     Compliance Certificates........................................................................3
         4.4.     Opinions of Counsel............................................................................3
         4.5.     Purchase Permitted By Applicable Law, etc......................................................3
         4.6.     Sale of Other Notes............................................................................4
         4.7.     Payment of Special Counsel Fees................................................................4
         4.8.     Private Placement Number.......................................................................4
         4.9.     Changes in Corporate Structure.................................................................4
         4.10.    Guaranties.....................................................................................4
         4.11.    Credit Agreements..............................................................................4
         4.12.    Proceedings and Documents......................................................................5

5.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY...........................................................5
         5.1.     Organization; Power and Authority..............................................................5
         5.2.     Authorization, etc.............................................................................5
         5.3.     Disclosure.....................................................................................6
         5.4.     Organization and Ownership of Shares of Subsidiaries...........................................6
         5.5.     Financial Statements...........................................................................6
         5.6.     Compliance with Laws, Other Instruments, etc...................................................7
         5.7.     Governmental Authorizations, etc...............................................................7
         5.8.     Litigation; Observance of Statutes and Orders..................................................7
         5.9.     Taxes..........................................................................................8
         5.10.    Title to Property; Leases......................................................................8
         5.11.    Licenses, Permits, etc.........................................................................8
         5.12.    Compliance with ERISA..........................................................................9
         5.13.    Private Offering by the Company...............................................................10
         5.14.    Use of Proceeds; Margin Regulations...........................................................10
         5.15.    Existing Indebtedness.........................................................................10
         5.16.    Foreign Assets Control Regulations, etc.......................................................11
         5.17.    Status under Certain Statutes.................................................................11
         5.18.    Environmental Matters.........................................................................11
         5.19.    Solvency of Subsidiary Guarantors.............................................................11

6.       REPRESENTATIONS OF THE PURCHASERS......................................................................12
         6.1.     Purchase for Investment.......................................................................12
</Table>


                                       i
<PAGE>


<Table>
<S>      <C>                                                                                                  <C>
         6.2.     Source of Funds...............................................................................12

7.       INFORMATION AS TO COMPANY..............................................................................13
         7.1.     Financial and Business Information............................................................13
         7.2.     Officer's Certificate.........................................................................16
         7.3.     Inspection....................................................................................16

8.       PREPAYMENT OF THE NOTES................................................................................17
         8.1.     No Scheduled Prepayments......................................................................17
         8.2.     Optional Prepayments with Make-Whole Amount...................................................17
         8.3.     Allocation of Partial Prepayments.............................................................17
         8.4.     Maturity; Surrender, etc......................................................................17
         8.5.     Purchase of Notes.............................................................................18
         8.6.     Make-Whole Amount.............................................................................18

9.       AFFIRMATIVE COVENANTS..................................................................................19
         9.1.     Compliance with Law...........................................................................20
         9.2.     Insurance.....................................................................................20
         9.3.     Maintenance of Properties.....................................................................20
         9.4.     Payment of Taxes..............................................................................20
         9.5.     Corporate Existence, etc......................................................................21

10.      NEGATIVE COVENANTS.....................................................................................21
         10.1.    Consolidated Debt.............................................................................21
         10.2.    Priority Debt.................................................................................21
         10.3.    Indebtedness of  Subsidiaries.................................................................21
         10.4.    Liens.........................................................................................22
         10.5.    Mergers, Consolidations, etc..................................................................24
         10.6.    Sale of Assets................................................................................25
         10.7.    Subsidiary Guaranty...........................................................................26
         10.8.    Nature of Business............................................................................26
         10.9.    Transactions with Affiliates..................................................................26

11.      EVENTS OF DEFAULT......................................................................................26

12.      REMEDIES ON DEFAULT, ETC...............................................................................29
         12.1.    Acceleration..................................................................................29
         12.2.    Other Remedies................................................................................29
         12.3.    Rescission....................................................................................30
         12.4.    No Waivers or Election of Remedies, Expenses, etc.............................................30

13.      REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES..........................................................30
         13.1.    Registration of Notes.........................................................................30
         13.2.    Transfer and Exchange of Notes................................................................30
         13.3.    Replacement of Notes..........................................................................31

14.      PAYMENTS ON NOTES......................................................................................31
         14.1.    Place of Payment..............................................................................31
</Table>


                                       ii
<PAGE>


<Table>
<Caption>
Section                                                                                                       Page
-------                                                                                                       ----
<S>      <C>                                                                                                  <C>
         14.2.    Home Office Payment...........................................................................32

15.      EXPENSES, ETC..........................................................................................32
         15.1.    Transaction Expenses..........................................................................32
         15.2.    Survival......................................................................................33

16.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT...........................................33

17.      AMENDMENT AND WAIVER...................................................................................33
         17.1.    Requirements..................................................................................33
         17.2.    Solicitation of Holders of Notes..............................................................33
         17.3.    Binding Effect, etc...........................................................................34
         17.4.    Notes held by Company, etc....................................................................34

18.      NOTICES................................................................................................34

19.      REPRODUCTION OF DOCUMENTS..............................................................................35

20.      CONFIDENTIAL INFORMATION...............................................................................35

21.      SUBSTITUTION OF PURCHASER..............................................................................36

22.      RELEASE OF SUBSIDIARY GUARANTOR........................................................................36

23.      MISCELLANEOUS..........................................................................................37
         23.1.    Successors and Assigns........................................................................37
         23.2.    Payments Due on Non-Business Days.............................................................37
         23.3.    Severability..................................................................................37
         23.4.    Construction..................................................................................37
         23.5.    Counterparts..................................................................................37
         23.6.    Governing Law.................................................................................38
         23.7.    Spin-Off......................................................................................38
</Table>


                                      iii
<PAGE>




SCHEDULE A         --     Information Relating to Purchasers
SCHEDULE B         --     Defined Terms

SCHEDULE 4.9       --     Changes in Corporate Structure
SCHEDULE 5.3       --     Disclosure Materials
SCHEDULE 5.4       --     Subsidiaries and Ownership of Subsidiary Stock
SCHEDULE 5.5       --     Financial Statements
SCHEDULE 5.8       --     Certain Litigation
SCHEDULE 5.11      --     Licenses, Permits, etc.
SCHEDULE 5.14      --     Use of Proceeds
SCHEDULE 5.15      --     Indebtedness
SCHEDULE 10.4      --     Liens

EXHIBIT 1(a)       --     Form of Series A Senior Note
EXHIBIT 1(b)       --     Form of Series B Senior Note
EXHIBIT 1(c)       --     Form of Series C Senior Note
EXHIBIT 1(d)       --     Form of Series D Senior Note
EXHIBIT 1(e)       --     Form of Parent Guaranty
EXHIBIT 1(f)       --     Form of Subsidiary Guaranty
EXHIBIT 4.4(a)     --     Form of Opinion of Counsel for the Company
EXHIBIT 4.4(b)     --     Form of Opinion of Special Counsel to the Purchasers



                                       iv
<PAGE>


                             HELMERICH & PAYNE, INC.
                  HELMERICH & PAYNE INTERNATIONAL DRILLING CO.
                          Utica at Twenty-First Street
                                 Tulsa, OK 74114
                                 (918) 742-5531
                               Fax: (918) 742-0237


                                  $200,000,000
                           Aggregate Principal Amount
                                  Senior Notes

          $25,000,000 5.51% Senior Notes, Series A, due August 15, 2007
          $25,000,000 5.91% Senior Notes, Series B, due August 15, 2009
          $75,000,000 6.46% Senior Notes, Series C, due August 15, 2012
          $75,000,000 6.56% Senior Notes, Series D, due August 15, 2014


                                                     Dated as of August 15, 2002


TO EACH OF THE PURCHASERS LISTED IN
         THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

         HELMERICH & PAYNE INTERNATIONAL DRILLING CO., a Delaware corporation
(the "Company"), and HELMERICH & PAYNE, INC., a Delaware corporation (the
"Parent") agree with you as follows:

1.       AUTHORIZATION OF NOTES.

                  The Company has authorized the issue and sale of $200,000,000
of Senior Notes, consisting of $25,000,000 aggregate principal amount of its
5.51% Senior Notes, Series A, due August 15, 2007 (the "Series A Notes"),
$25,000,000 aggregate principal amount of its 5.91% Senior Notes, Series B, due
August 15, 2009 (the "Series B Notes"), $75,000,000 aggregate principal amount
of its 6.46% Senior Notes, Series C, due August 15, 2012 (the "Series C Notes"),
and $75,000,000 aggregate principal amount of its 6.56% Senior Notes, Series D,
due August 15, 2014 (the "Series D Notes" and collectively with the Series A
Notes, Series B Notes and Series C Notes, the "Notes", such term to include any
such Notes issued in substitution therefor pursuant to Section 13 of this
Agreement). The Notes shall be substantially in the form set out in Exhibits
1(a), 1(b), 1(c) or 1(d), as appropriate, with such changes therefrom, if any,
as may be approved by you, the Other Purchasers and the Company. Certain
capitalized terms used in this Agreement are defined in Schedule B; references
to a "Schedule" or an "Exhibit" are,


<PAGE>


unless otherwise specified, to a Schedule or an Exhibit attached to this
Agreement. The Notes will be guaranteed (i) by the Parent pursuant to a guaranty
in substantially the form of Exhibit 1(e) (the "Parent Guaranty") and (ii)
subject to Section 22, by each Subsidiary that is now or in the future becomes a
guarantor of, or otherwise is or becomes obligated in respect of, any
Indebtedness to banks under the Credit Agreements (individually, a "Subsidiary
Guarantor" and collectively, the "Subsidiary Guarantors") pursuant to a guaranty
in substantially the form of Exhibit 1(f) (the "Subsidiary Guaranty," and,
together with the Parent Guaranty, the "Guaranties"). The Notes will be
unsecured and will rank pari passu with the Company's Indebtedness to banks
under the Credit Agreements and with all other senior unsecured Indebtedness of
the Company.

2.       SALE AND PURCHASE OF NOTES.

                  Subject to the terms and conditions of this Agreement, the
Company will issue and sell to you and each of the other purchasers named in
Schedule A (the "Other Purchasers"), and you and the Other Purchasers will
purchase from the Company, at the Closing provided for in Section 3, Notes in
the principal amount and series specified opposite your names in Schedule A at
the purchase price of 100% of the principal amount thereof. Your obligation
hereunder and the obligations of the Other Purchasers are several and not joint
obligations and you shall have no liability to any Person for the performance or
non-performance by any Other Purchaser hereunder.

3.       CLOSING.

                  The sale and purchase of the Notes to be purchased by you and
the Other Purchasers shall occur at the offices of Gardner, Carton & Douglas,
Quaker Tower, Suite 3400, 321 North Clark Street, Chicago, Illinois 60610 at
9:00 a.m., Chicago time, at closings on August 15, 2002 (the "First Closing")
and on October 15, 2002 (the "Second Closing," and, together with the First
Closing, the "Closings") or on such other Business Day thereafter, not later
than August 31, 2002 in the case of the First Closing and October 31, 2002 in
the case of the Second Closing, as may be agreed upon by the Company and the
purchasers that are scheduled to purchase Notes at such Closing. At the Closing
applicable to your purchase, the Company will deliver to you the Notes to be
purchased by you in the form of a single Note (or such greater number of Notes
in denominations of at least $100,000 as you may request) dated the date of such
Closing and registered in your name (or in the name of your nominee), against
delivery by you to the Company or its order of immediately available funds in
the amount of the purchase price therefor by wire transfer of immediately
available funds for the account of the Company to account number 208325308 at
Bank of Oklahoma, N.A., Tulsa, Oklahoma, ABA No. 103900036. If at such Closing
the Company fails to tender such Notes to you as provided above in this Section
3, or any of the conditions specified in Section 4 shall not have been fulfilled
to your satisfaction, you shall, at your election, be relieved of all further
obligations under this Agreement, without thereby waiving any rights you may
have by reason of such failure or such nonfulfillment.


                                       2
<PAGE>


4.       CONDITIONS TO CLOSINGS.

                  Your obligation to purchase and pay for the Notes to be sold
to you at the First Closing and the Second Closing is subject to the fulfillment
to your satisfaction, prior to or at such Closing, of the following conditions:

4.1.     REPRESENTATIONS AND WARRANTIES.

                  The representations and warranties of the Parent and the
Company in this Agreement shall be correct when made and at the time of such
Closing.

4.2.     PERFORMANCE; NO DEFAULT.

                  The Parent and the Company shall have performed and complied
with all agreements and conditions contained in this Agreement required to be
performed or complied with by it prior to or at such Closing and after giving
effect to the issue and sale of the Notes (and the application of the proceeds
thereof as contemplated by Schedule 5.14) no Default or Event of Default shall
have occurred and be continuing.

4.3.     COMPLIANCE CERTIFICATES.

                  (a) Officer's Certificate. The Parent and the Company shall
         have delivered to you an Officer's Certificate, dated the date of such
         Closing, certifying that the conditions specified in Sections 4.1, 4.2
         and 4.9 have been fulfilled.

                  (b) Secretary's Certificate. The Parent and the Company shall
         have delivered to you a certificate certifying as to the resolutions
         attached thereto and other corporate proceedings relating to the
         authorization, execution and delivery of the Notes and the Agreement.

4.4.     OPINIONS OF COUNSEL.

                  You shall have received opinions in form and substance
satisfactory to you, dated the date of such Closing (a) from McAfee & Taft A
Professional Corporation and Steven R. Mackey, special counsel for, and General
Counsel of, the Parent and the Company, respectively, covering the matters set
forth in Exhibit 4.4(a) and covering such other matters incident to the
transactions contemplated hereby as you or your counsel may reasonably request
(and the Company instructs its counsel to deliver such opinion to you) and (b)
from Gardner, Carton & Douglas, your special counsel in connection with such
transactions, substantially in the form set forth in Exhibit 4.4(b) and covering
such other matters incident to such transactions as you may reasonably request.

4.5.     PURCHASE PERMITTED BY APPLICABLE LAW, ETC.

                  On the date of such Closing your purchase of Notes shall (i)
be permitted by the laws and regulations of each jurisdiction to which you are
subject, without recourse to provisions


                                       3
<PAGE>


(such as section 1405(a)(8) of the New York Insurance Law) permitting limited
investments by insurance companies without restriction as to the character of
the particular investment, (ii) not violate any applicable law or regulation
(including Regulation U, T or X of the Board of Governors of the Federal Reserve
System) and (iii) not subject you to any tax, penalty or liability under or
pursuant to any applicable law or regulation, which law or regulation was not in
effect on the date hereof. If requested by you, you shall have received an
Officer's Certificate certifying as to such matters of fact as you may
reasonably specify to enable you to determine whether such purchase is so
permitted.

4.6.     SALE OF OTHER NOTES.

                  Contemporaneously with such Closing the Company shall sell to
the Other Purchasers and the Other Purchasers shall purchase the Notes to be
purchased by them at such Closing as specified in Schedule A.

4.7.     PAYMENT OF SPECIAL COUNSEL FEES.

                  Without limiting the provisions of Section 15.1, the Company
shall have paid on or before such Closing the fees, charges and disbursements of
your special counsel referred to in Section 4.4, to the extent reflected in a
statement of such counsel rendered to the Company at least one Business Day
prior to the Closing.

4.8.     PRIVATE PLACEMENT NUMBER.

                  A Private Placement Number issued by Standard & Poor's CUSIP
Service Bureau (in cooperation with the Securities Valuation Office of the
National Association of Insurance Commissioners) shall have been obtained by
Gardner, Carton & Douglas for each series of the Notes.

4.9.     CHANGES IN CORPORATE STRUCTURE.

                  Except as specified in Schedule 4.9, neither the Parent nor
the Company shall have changed its jurisdiction of incorporation or been a party
to any merger or consolidation and shall not have succeeded to all or any
substantial part of the liabilities of any other entity, at any time following
the date of the most recent financial statements referred to in Schedule 5.5.

4.10.    GUARANTIES.

                  The Parent shall have executed and delivered the Parent
Guaranty and each Subsidiary Guarantor shall have executed and delivered the
Subsidiary Guaranty.

4.11.    CREDIT AGREEMENTS.

                  You and your special counsel shall have been provided with a
copy of the Credit Agreements as currently in effect.


                                       4
<PAGE>


4.12.    PROCEEDINGS AND DOCUMENTS.

                  All corporate and other proceedings in connection with the
transactions contemplated by this Agreement and all documents and instruments
incident to such transactions shall be satisfactory to you and your special
counsel, and you and your special counsel shall have received all such
counterpart originals or certified or other copies of such documents as you or
they may reasonably request.

5.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

                  Each of the Company and the Parent represents and warrants to
you that:

5.1.     ORGANIZATION; POWER AND AUTHORITY.

                  Each of the Company and the Parent is a corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation, and is duly qualified as a foreign corporation
and is in good standing in each jurisdiction in which such qualification is
required by law, other than those jurisdictions as to which the failure to be so
qualified or in good standing would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. Each of the Company
and the Parent has the corporate power and authority to own or hold under lease
the properties it purports to own or hold under lease, to transact the business
it transacts and proposes to transact, to execute and deliver this Agreement,
the Parent Guaranty (in the case of the Parent) and the Notes (in the case of
the Company) and to perform the provisions hereof and thereof.

5.2.     AUTHORIZATION, ETC.

                  This Agreement and the Notes have been duly authorized by all
necessary corporate action on the part of the Company, and this Agreement
constitutes, and upon execution and delivery thereof each Note will constitute,
a legal, valid and binding obligation of the Company enforceable against the
Company in accordance with its terms, except as such enforceability may be
limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights generally and
(ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

                  The Guaranties have been duly authorized by all necessary
corporate action on the part of the Parent or each Subsidiary Guarantor, as the
case may be, and upon execution and delivery thereof will constitute the legal,
valid and binding obligation of the Parent and each Subsidiary Guarantor,
enforceable against the Parent or each Subsidiary Guarantor, as the case may be,
in accordance with their respective terms, except as such enforceability may be
limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights generally and
(ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).


                                       5
<PAGE>


5.3.     DISCLOSURE.

                  The Parent and the Company, through their agent, Banc One
Capital Markets, Inc., has delivered to you and each Other Purchaser a copy of a
Private Placement Memorandum, dated June 2002 (the "Memorandum"), relating to
the transactions contemplated hereby. Except as disclosed in Schedule 5.3, this
Agreement, the Memorandum, the documents, certificates or other writings
identified in Schedule 5.3 and the financial statements listed in Schedule 5.5,
taken as a whole, do not contain any untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein not
misleading in light of the circumstances under which they were made. Except as
disclosed in the Memorandum or as expressly described in Schedule 5.3, or in one
of the documents, certificates or other writings identified therein, or in the
financial statements listed in Schedule 5.5, since September 30, 2001, there has
been no change in the financial condition, operations, business or properties of
the Parent or any Subsidiary, including the Company, except changes that
individually or in the aggregate would not reasonably be expected to have a
Material Adverse Effect.

5.4.     ORGANIZATION AND OWNERSHIP OF SHARES OF SUBSIDIARIES.

                  (a) Schedule 5.4 is (except as noted therein) a complete and
         correct list of the Parent's Subsidiaries, showing, as to each
         Subsidiary, the correct name thereof, the jurisdiction of its
         organization, the percentage of shares of each class of its capital
         stock or similar equity interests outstanding owned by the Parent and
         each other Subsidiary, including the Company.

                  (b) All of the outstanding shares of capital stock or similar
         equity interests of each Subsidiary shown in Schedule 5.4 as being
         owned by the Parent and its Subsidiaries, including the Company, have
         been validly issued, are fully paid and nonassessable and are owned by
         the Parent or another Subsidiary, including the Company, free and clear
         of any Lien (except as otherwise disclosed in Schedule 5.4).

                  (c) Each Subsidiary identified in Schedule 5.4 is a
         corporation or other legal entity duly organized, validly existing and
         in good standing under the laws of its jurisdiction of organization,
         and is duly qualified as a foreign corporation or other legal entity
         and is in good standing in each jurisdiction in which such
         qualification is required by law, other than those jurisdictions as to
         which the failure to be so qualified or in good standing would not,
         individually or in the aggregate, reasonably be expected to have a
         Material Adverse Effect. Each such Subsidiary has the corporate or
         other power and authority to own or hold under lease the properties it
         purports to own or hold under lease and to transact the business it
         transacts and proposes to transact.

5.5.     FINANCIAL STATEMENTS.

                  The Parent has delivered to you and each Other Purchaser
copies of the consolidated financial statements of the Parent and its
Subsidiaries, including the Company, listed on Schedule 5.5. All of said
financial statements (including in each case the related schedules and notes)
fairly present in all material respects the consolidated financial position of


                                       6
<PAGE>


the Parent and its Subsidiaries, including the Company, as of the respective
dates specified in such Schedule and the consolidated results of their
operations and cash flows for the respective periods so specified and have been
prepared in accordance with GAAP consistently applied throughout the periods
involved except as set forth in the notes thereto (subject, in the case of any
interim financial statements, to normal year-end adjustments).

5.6.     COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC.

                  The execution, delivery and performance by the Company and the
Parent of this Agreement and by the Company of the Notes will not (i)
contravene, result in any breach of, or constitute a default under, or result in
the creation of any Lien in respect of any property of the Parent or any
Subsidiary, including the Company, under, any indenture, mortgage, deed of
trust, loan, purchase or credit agreement, lease, corporate charter or by-laws,
or any other Material agreement or instrument to which the Parent or any
Subsidiary, including the Company, is bound or by which any of their respective
properties may be bound or affected, (ii) conflict with or result in a breach of
any of the terms, conditions or provisions of any order, judgment, decree, or
ruling of any court, arbitrator or Governmental Authority applicable to the
Parent or any Subsidiary, including the Company, or (iii) violate any provision
of any statute or other rule or regulation of any Governmental Authority
applicable to the Parent or any Subsidiary, including the Company.

                  The execution, delivery and performance by each of the Parent
and each Subsidiary Guarantor of the Guaranty to which it is a party will not
(i) contravene, result in any breach of, or constitute a default under, or
result in the creation of any Lien in respect of any property of the Parent or
such Subsidiary Guarantor under, any agreement, or corporate charter or by-laws,
to which the Parent or such Subsidiary Guarantor is bound or by which the Parent
or such Subsidiary Guarantor or any of their properties may be bound or
affected, (ii) conflict with or result in a breach of any of the terms,
conditions or provisions of any Material order, judgment, decree, or ruling of
any court, arbitrator or Governmental Authority applicable to the Parent or such
Subsidiary Guarantor or (iii) violate any provision of any Material statute or
other rule or regulation of any Governmental Authority applicable to the Parent
or such Subsidiary Guarantor.

5.7.     GOVERNMENTAL AUTHORIZATIONS, ETC.

                  No consent, approval or authorization of, or registration,
filing or declaration with, any Governmental Authority is required in connection
with the execution, delivery or performance by the Company of this Agreement or
the Notes or the execution, delivery or performance by the Parent of this
Agreement or the Parent Guaranty or by each Subsidiary Guarantor of the
Subsidiary Guaranty.

5.8.     LITIGATION; OBSERVANCE OF STATUTES AND ORDERS.

                  (a) Except as disclosed in Schedule 5.8, there are no actions,
         suits or proceedings pending or, to the knowledge of the Parent or the
         Company, threatened against or affecting the Parent or any Subsidiary,
         including the Company, or any property


                                       7
<PAGE>


         of the Parent or any Subsidiary, including the Company, in any court or
         before any arbitrator of any kind or before or by any Governmental
         Authority that, individually or in the aggregate, would reasonably be
         expected to have a Material Adverse Effect.

                  (b) Neither the Parent nor any Subsidiary, including the
         Company, is in default under any term of any agreement or instrument to
         which it is a party or by which it is bound, or any order, judgment,
         decree or ruling of any court, arbitrator or Governmental Authority or
         is in violation of any applicable law, ordinance, rule or regulation
         (including Environmental Laws) of any Governmental Authority, which
         default or violation, individually or in the aggregate, could
         reasonably be expected to have a Material Adverse Effect.

                  (c) The Parent and its Subsidiaries, including the Company,
         are in compliance with the Uniting and Strengthening America by
         Providing Appropriate Tools Required to Intercept and Obstruct
         Terrorism (USA PATRIOT) Act of 2001.

5.9.     TAXES.

                  The Company and its Subsidiaries have filed all income tax
returns that are required to have been filed in any jurisdiction, and have paid
all taxes shown to be due and payable on such returns and all other taxes and
assessments payable by them, to the extent such taxes and assessments have
become due and payable and before they have become delinquent, except for any
taxes and assessments (i) the amount of which is not individually or in the
aggregate Material or (ii) the amount, applicability or validity of which is
currently being contested in good faith by appropriate proceedings and with
respect to which the Parent or a Subsidiary, as the case may be, has established
adequate reserves in accordance with GAAP. The federal income tax liabilities of
the Parent and its Subsidiaries, including the Company, have been determined by
the Internal Revenue Service and paid for all fiscal years up to and including
the fiscal year ended September 30, 1996.

5.10.    TITLE TO PROPERTY; LEASES.

                  The Parent and its Subsidiaries, including the Company, have
good and sufficient title to their respective Material properties, including all
such properties reflected in the most recent audited balance sheet referred to
in Section 5.5 or purported to have been acquired by the Company or any
Subsidiary after said date (except as sold or otherwise disposed of in the
ordinary course of business and except that no representation is made as to the
Oil and Gas Properties), in each case free and clear of Liens prohibited by this
Agreement, except for those defects in title and Liens that, individually or in
the aggregate, would not have a Material Adverse Effect. All Material leases are
valid and subsisting and are in full force and effect in all material respects.

5.11.    LICENSES, PERMITS, ETC.

                  Except as disclosed in Schedule 5.11, the Parent and its
Subsidiaries, including the Company, own or possess all licenses, permits,
franchises, authorizations, patents,


                                       8
<PAGE>


copyrights, service marks, trademarks and trade names, or rights thereto, that
are Material, without known conflict with the rights of others, except for those
conflicts that, individually or in the aggregate, would not have a Material
Adverse Effect.


5.12.    COMPLIANCE WITH ERISA.

                  (a) The Parent and each ERISA Affiliate, including the
         Company, have operated and administered each Plan in compliance with
         all applicable laws except for such instances of noncompliance as have
         not resulted in and could not reasonably be expected to result in a
         Material Adverse Effect. Neither the Parent nor any ERISA Affiliate,
         including the Company, has incurred any liability pursuant to Title I
         or IV of ERISA or the penalty or excise tax provisions of the Code
         relating to employee benefit plans (as defined in Section 3 of ERISA),
         and no event, transaction or condition has occurred or exists that
         would reasonably be expected to result in the incurrence of any such
         liability by the Parent or any ERISA Affiliate, including the Company,
         or in the imposition of any Lien on any of the rights, properties or
         assets of the Parent or any ERISA Affiliate, including the Company, in
         either case pursuant to Title I or IV of ERISA or to such penalty or
         excise tax provisions or to Section 401(a)(29) or 412 of the Code,
         other than such liabilities or Liens as would not be individually or in
         the aggregate Material.

                  (b) The present value of the aggregate benefit liabilities
         under each of the Plans (other than Multiemployer Plans), determined as
         of the end of such Plan's most recently ended plan year on the basis of
         the actuarial assumptions specified for funding purposes in such Plan's
         most recent actuarial valuation report, did not exceed the aggregate
         current value of the assets of such Plan allocable to such benefit
         liabilities. The term "benefit liabilities" has the meaning specified
         in section 4001 of ERISA and the terms "current value" and "present
         value" have the meaning specified in section 3 of ERISA.

                  (c) The Parent and its ERISA Affiliates, including the
         Company, have not incurred withdrawal liabilities (and are not subject
         to contingent withdrawal liabilities) under section 4201 or 4204 of
         ERISA in respect of Multiemployer Plans that individually or in the
         aggregate are Material.

                  (d) The expected postretirement benefit obligation (determined
         as of the last day of the Parent's most recently ended fiscal year in
         accordance with Financial Accounting Standards Board Statement No. 106,
         without regard to liabilities attributable to continuation coverage
         mandated by section 4980B of the Code) of the Parent and its ERISA
         Affiliates, including the Company, is not Material.

                  (e) The execution and delivery of this Agreement and the
         issuance and sale of the Notes hereunder will not involve any
         transaction that is subject to the prohibitions of section 406 of ERISA
         or in connection with which a tax could be imposed pursuant to section
         4975(c)(1)(A)-(D) of the Code. The representation by the Parent and the
         Company in the first sentence of this Section 5.12(e) is made in
         reliance upon and subject


                                       9
<PAGE>


         to the accuracy of your representation in Section 6.2 as to the sources
         of the funds used to pay the purchase price of the Notes to be
         purchased by you.

5.13.    PRIVATE OFFERING BY THE COMPANY.

                  None of the Parent, the Company or anyone acting on their
behalf has offered the Notes or any similar securities for sale to, or solicited
any offer to buy any of the same from, or otherwise approached or negotiated in
respect thereof with, any Person other than you, the Other Purchasers and not
more than 37 other Institutional Investors, each of which has been offered the
Notes at a private sale for investment. None of the Parent, the Company or
anyone acting on their behalf has taken, or will take, any action that would
subject the issuance or sale of the Notes to the registration requirements of
section 5 of the Securities Act.

5.14.    USE OF PROCEEDS; MARGIN REGULATIONS.

                  The Company will apply the proceeds of the sale of the Notes
for general corporate purposes, to repay Indebtedness and to fund capital
expenditures as set forth in Schedule 5.14. No part of the proceeds from the
sale of the Notes will be used, directly or indirectly, for the purpose of
buying or carrying any margin stock within the meaning of Regulation U of the
Board of Governors of the Federal Reserve System (12 CFR 221), or for the
purpose of buying or carrying or trading in any securities under such
circumstances as to involve the Company in a violation of Regulation X of said
Board (12 CFR 224) or to involve any broker or dealer in a violation of
Regulation T of said Board (12 CFR 220). Margin stock does not constitute more
than 20% of the value of the consolidated assets of the Company and its
Subsidiaries and the Company does not have any present intention that margin
stock will constitute more than 25% of the value of such assets. As used in this
Section, the terms "margin stock" and "purpose of buying or carrying" shall have
the meanings assigned to them in said Regulation U.

5.15.    EXISTING INDEBTEDNESS.

                  Except as described therein, Schedule 5.15 sets forth a
complete and correct list of all outstanding Indebtedness of the Parent and its
Subsidiaries, including the Company, as of June 30, 2002, since which date there
has been no Material change in the amounts, interest rates, sinking funds,
installment payments or maturities of the Indebtedness of the Company or its
Subsidiaries. Neither the Parent nor any Subsidiary, including the Company, is
in default and no waiver of default is currently in effect, in the payment of
any principal or interest on any Indebtedness of the Parent or such Subsidiary,
including the Company, and no event or condition exists with respect to any
Indebtedness of the Parent or any Subsidiary, including the Company, that is
outstanding in an aggregate principal amount in excess of $5,000,000 and that
would permit (or that with notice or the lapse of time, or both, would permit)
one or more Persons to cause such Indebtedness to become due and payable before
its stated maturity or before its regularly scheduled dates of payment.


                                       10
<PAGE>


5.16.    FOREIGN ASSETS CONTROL REGULATIONS, ETC.

                  Neither the sale of the Notes by the Company hereunder nor its
use of the proceeds thereof will violate the Trading with the Enemy Act, as
amended, or any of the foreign assets control regulations of the United States
Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling
legislation or executive order relating thereto.

5.17.    STATUS UNDER CERTAIN STATUTES.

                  Neither the Parent nor any Subsidiary, including the Company,
is subject to regulation under the Investment Company Act of 1940, as amended,
the Public Utility Holding Company Act of 1935, as amended, the Interstate
Commerce Act, as amended by the ICC Termination Act, as amended, or the Federal
Power Act, as amended.

5.18.    ENVIRONMENTAL MATTERS.

                  Neither the Parent nor any Subsidiary, including the Company,
has knowledge of any claim or has received any notice of any claim, and no
proceeding has been instituted raising any claim against the Parent or any of
its Subsidiaries, including the Company, or any of their respective real
properties now or formerly owned, leased or operated by any of them or other
assets, alleging any damage to the environment or violation of any Environmental
Laws, except, in each case, such as could not reasonably be expected to result
in a Material Adverse Effect. Except as otherwise disclosed to you in writing,

                  (a) neither the Parent nor any Subsidiary, including the
         Company, has knowledge of any facts which would give rise to any claim,
         public or private, of violation of Environmental Laws or damage to the
         environment emanating from, occurring on or in any way related to real
         properties now or formerly owned, leased or operated by any of them or
         to other assets or their use, except, in each case, such as would not
         reasonably be expected to result in a Material Adverse Effect;

                  (b) neither the Parent nor any Subsidiary, including the
         Company, has stored any Hazardous Materials on real properties now or
         formerly owned, leased or operated by any of them and has not disposed
         of any Hazardous Materials in a manner contrary to any Environmental
         Laws in each case in any manner that would reasonably be expected to
         result in a Material Adverse Effect; and

                  (c) all buildings on all real properties now owned, leased or
         operated by the Parent or any of its Subsidiaries, including the
         Company, are in compliance with applicable Environmental Laws, except
         where failure to comply would not reasonably be expected to result in a
         Material Adverse Effect.

5.19.    SOLVENCY OF SUBSIDIARY GUARANTORS.

                  After giving effect to the transactions contemplated herein
and after giving due consideration to any rights of contribution (i) each
Subsidiary Guarantor has received fair


                                       11
<PAGE>


consideration and reasonably equivalent value for the incurrence of its
obligations under the Subsidiary Guaranty, (ii) the fair value of the assets of
each Subsidiary Guarantor (both at fair valuation and at present fair saleable
value) exceeds its liabilities, (ii) each Subsidiary Guarantor is able to and
expects to be able to pay its debts as they mature, and (iii) each Subsidiary
Guarantor has capital sufficient to carry on its business as conducted and as
proposed to be conducted.

6.       REPRESENTATIONS OF THE PURCHASERS.

6.1.     PURCHASE FOR INVESTMENT.

                  You represent that you are purchasing the Notes for your own
account or for one or more separate accounts maintained by you or for the
account of one or more pension or trust funds and not with a view to the
distribution thereof, provided that the disposition of your or their property
shall at all times be within your or their control. You understand that the
Notes have not been registered under the Securities Act and may be resold only
if registered pursuant to the provisions of the Securities Act or if an
exemption from registration is available, except under circumstances where
neither such registration nor such an exemption is required by law, and that the
Company is not required to register the Notes. You represent that you are an
"accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7)
of Rule 501 of Regulation D under the Securities Act.

6.2.     SOURCE OF FUNDS.

                  You represent that at least one of the following statements is
an accurate representation as to each source of funds (a "Source") to be used by
you to pay the purchase price of the Notes to be purchased by you hereunder:

                  (a) the Source is an "insurance company general account" as
         such term is defined in the Department of Labor Prohibited Transaction
         Exemption ("PTE") 95-60 (issued August 12, 1995) ("PTE 95-60") and as
         of the date of this Agreement there is no "employee benefit plan" with
         respect to which the aggregate amount of such general account's
         reserves and liabilities for the contracts held by or on behalf of such
         employee benefit plan and all other employee benefit plans maintained
         by the same employer (and affiliates thereof as defined in section
         V(a)(1) of PTE 95-60) or by the same employee organization (in each
         case determined in accordance with the provisions of PTE 95-60) exceeds
         10% of the total reserves and liabilities of such general account (as
         determined under PTE 95-60) (exclusive of separate account liabilities)
         plus surplus as set forth in the National Association of Insurance
         Commissioners Annual Statement filed with your state of domicile; or

                  (b) the Source is either (i) an insurance company pooled
         separate account, within the meaning of PTE 90-1 (issued February 29,
         1990), or (ii) a bank collective investment fund, within the meaning of
         PTE 91-38 (issued August 12, 1991) and, except as you have disclosed to
         the Company in writing pursuant to this paragraph (b), no employee
         benefit plan or group of plans maintained by the same employer or
         employee


                                       12
<PAGE>


         organization beneficially owns more than 10% of all assets allocated to
         such pooled separate account or collective investment fund; or

                  (c) the Source constitutes assets of an "investment fund"
         (within the meaning of Part V of the QPAM Exemption) managed by a
         "qualified professional asset manager" or "QPAM" (within the meaning of
         Part V of the QPAM Exemption), no employee benefit plan's assets that
         are included in such investment fund, when combined with the assets of
         all other employee benefit plans established or maintained by the same
         employer or by an affiliate (within the meaning of section V(c)(1) of
         the QPAM Exemption) of such employer or by the same employee
         organization and managed by such QPAM, exceed 20% of the total client
         assets managed by such QPAM, the conditions of Part I(c) and (g) of the
         QPAM Exemption are satisfied, neither the QPAM nor a person controlling
         or controlled by the QPAM (applying the definition of "control" in
         section V(e) of the QPAM Exemption) owns a 5% or more interest in the
         Company and (i) the identity of such QPAM and (ii) the names of all
         employee benefit plans whose assets are included in such investment
         fund have been disclosed to the Company in writing pursuant to this
         paragraph (c); or

                  (d) the Source is a governmental plan; or

                  (e) the Source is one or more employee benefit plans, or a
         separate account or trust fund comprised of one or more employee
         benefit plans, each of which has been identified to the Company in
         writing pursuant to this paragraph (e); or

                  (f) the Source is the assets of one or more employee benefit
         plans that are managed by an "in-house asset manager," as that term is
         defined in PTE 96-23 and such purchase and holding of the Notes is
         exempt under PTE 96-23; or

                  (g) the Source does not include assets of any employee benefit
         plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms "employee benefit plan", "governmental
plan" and "separate account" shall have the respective meanings assigned to such
terms in section 3 of ERISA.

7.       INFORMATION AS TO COMPANY.

7.1.     FINANCIAL AND BUSINESS INFORMATION

                  The Parent will deliver to each holder of Notes that is an
Institutional Investor:

                  (a) Quarterly Statements -- within 60 days (or such other
         shorter period within which Quarterly Reports on Form 10-Q are required
         to be timely filed with the Securities and Exchange Commission,
         including any extension permitted by Rule 12b-25 of the Exchange Act)
         after the end of each quarterly fiscal period in each fiscal year of
         the


                                       13
<PAGE>


         Parent (other than the last quarterly fiscal period of each such fiscal
         year), duplicate copies of,

                           (i) a consolidated balance sheet of the Parent and
                  its Subsidiaries, including the Company, as at the end of such
                  quarter, and

                           (ii) consolidated statements of income, shareholders'
                  equity and cash flows of the Parent and its Subsidiaries,
                  including the Company, for such quarter and (in the case of
                  the second and third quarters) for the portion of the fiscal
                  year ending with such quarter,

         setting forth in each case in comparative form the figures for the
         corresponding periods in the previous fiscal year, all in reasonable
         detail, prepared in accordance with GAAP applicable to quarterly
         financial statements generally, and certified by a Senior Financial
         Officer as fairly presenting, in all material respects, the financial
         position of the companies being reported on and their results of
         operations and cash flows, subject to changes resulting from year-end
         adjustments, provided that delivery within the time period specified
         above of copies of the Parent's Quarterly Report on Form 10-Q prepared
         in compliance with the requirements therefor and filed with the
         Securities and Exchange Commission shall be deemed to satisfy the
         requirements of this Section 7.1(a);

                  (b) Annual Statements -- within 120 days (or such other
         shorter period within which Annual Reports on Form 10-K are required to
         be timely filed with the Securities and Exchange Commission, including
         any extension permitted by Rule 12b-25 of the Exchange Act) after the
         end of each fiscal year of the Parent, duplicate copies of,

                           (i) a consolidated balance sheet of the Parent and
                  its Subsidiaries, including the Company, as at the end of such
                  year, and

                           (ii) consolidated statements of income, shareholders'
                  equity and cash flows of the Parent and its Subsidiaries,
                  including the Company, for such year,

         setting forth in each case in comparative form the figures for the
         previous fiscal year, all in reasonable detail, prepared in accordance
         with GAAP, and accompanied by an opinion thereon of independent
         certified public accountants of recognized regional or national
         standing, which opinion shall state that such financial statements
         present fairly, in all material respects, the financial position of the
         companies being reported upon and their results of operations and cash
         flows and have been prepared in conformity with GAAP, and that the
         examination of such accountants in connection with such financial
         statements has been made in accordance with generally accepted auditing
         standards, and that such audit provides a reasonable basis for such
         opinion in the circumstances; provided that the delivery within the
         time period specified above of the Parent's Annual Report on Form 10-K
         for such fiscal year (together with the Parent's annual report to
         shareholders, if any, prepared pursuant to Rule 14a-3 under the
         Exchange Act) prepared in accordance with the requirements therefor and
         filed with the Securities and Exchange Commission shall be deemed to
         satisfy the requirements of this Section (b);


                                       14
<PAGE>


                  (c) SEC and Other Reports -- promptly upon their becoming
         available, one copy of (i) each financial statement, report, notice or
         proxy statement sent by the Parent or any Subsidiary, including the
         Company, to public securities holders generally, and (ii) each regular
         or periodic report, each registration statement that shall have become
         effective (without exhibits except as expressly requested by such
         holder), and each final prospectus and all amendments thereto filed by
         the Parent or any Subsidiary, including the Company, with the
         Securities and Exchange Commission;

                  (d) Notice of Default or Event of Default -- promptly, and in
         any event within five Business Days after a Responsible Officer
         becoming aware of the existence of any Default or Event of Default, a
         written notice specifying the nature and period of existence thereof
         and what action the Parent or the Company is taking or proposes to take
         with respect thereto;

                  (e) ERISA Matters -- promptly, and in any event within five
         Business Days after a Responsible Officer becoming aware of any of the
         following, a written notice setting forth the nature thereof and the
         action, if any, that the Parent or an ERISA Affiliate, including the
         Company, proposes to take with respect thereto:

                           (i) with respect to any Plan, any reportable event,
                  as defined in section 4043(b) of ERISA and the regulations
                  thereunder, for which notice thereof has not been waived
                  pursuant to such regulations as in effect on the date hereof;
                  or

                           (ii) the taking by the PBGC of steps to institute, or
                  the threatening by the PBGC of the institution of, proceedings
                  under section 4042 of ERISA for the termination of, or the
                  appointment of a trustee to administer, any Plan, or the
                  receipt by the Company or any ERISA Affiliate of a notice from
                  a Multiemployer Plan that such action has been taken by the
                  PBGC with respect to such Multiemployer Plan; or

                           (iii) any event, transaction or condition that could
                  result in the incurrence of any liability by the Parent or an
                  ERISA Affiliate, including the Company, pursuant to Title I or
                  IV of ERISA or the penalty or excise tax provisions of the
                  Code relating to employee benefit plans, or in the imposition
                  of any Lien on any of the rights, properties or assets of the
                  Parent or an ERISA Affiliate, including the Company, pursuant
                  to Title I or IV of ERISA or such penalty or excise tax
                  provisions, if such liability or Lien, taken together with any
                  other such liabilities or Liens then existing, would
                  reasonably be expected to have a Material Adverse Effect; and

                  (f) Requested Information -- with reasonable promptness, such
         other data and information relating to the business, operations,
         affairs, financial condition, assets or properties of the Parent or any
         of its Subsidiaries, including the Company or relating to the ability
         of the Parent or the Company to perform its obligations hereunder and
         under the Notes as from time to time may be reasonably requested by any
         such holder of Notes.


                                       15
<PAGE>


7.2.     OFFICER'S CERTIFICATE.

                  Each set of financial statements delivered to a holder of
Notes pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a
certificate of a Senior Financial Officer setting forth:

                  (a) Covenant Compliance -- the information (including detailed
         calculations) required in order to establish whether the Parent was in
         compliance with the requirements of Section 10.1 through Section 10.9,
         inclusive, during the quarterly or annual period covered by the
         statements then being furnished (including with respect to each such
         Section, where applicable, the calculations of the maximum or minimum
         amount, ratio or percentage, as the case may be, permissible under the
         terms of such Sections, and the calculation of the amount, ratio or
         percentage then in existence); and

                  (b) Event of Default -- a statement that such officer has
         reviewed the relevant terms hereof and has made, or caused to be made,
         under his or her supervision, a review of the transactions and
         conditions of the Parent and its Subsidiaries, including the Company,
         from the beginning of the quarterly or annual period covered by the
         statements then being furnished to the date of the certificate and that
         such review shall not have disclosed the existence during such period
         of any condition or event that constitutes a Default or an Event of
         Default or, if any such condition or event existed or exists (including
         any such event or condition resulting from the failure of the Parent or
         any Subsidiary, including the Company, to comply with any Environmental
         Law), specifying the nature and period of existence thereof and what
         action the Company shall have taken or proposes to take with respect
         thereto.

7.3.     INSPECTION.

                  The Parent and the Company will permit the representatives of
each holder of Notes that is an Institutional Investor:

                  (a) No Default -- if no Default or Event of Default then
         exists, at the expense of such holder and upon reasonable prior notice
         to the Parent or the Company, to visit the principal executive office
         of the Parent or the Company, to discuss the affairs, finances and
         accounts of the Parent and its Subsidiaries, including the Company,
         with the Parent's and the Company's officers, and, with the consent of
         the Parent and the Company (which consent will not be unreasonably
         withheld), to visit the other offices and properties of the Parent and
         each Subsidiary, including the Company, all at such reasonable times
         and as often as may be reasonably requested in writing; and

                  (b) Default -- if a Default or Event of Default then exists,
         at the expense of the Company, to visit and inspect any of the offices
         or properties of the Parent or any Subsidiary, including the Company,
         to examine all their respective books of account, records, reports and
         other papers, to make copies and extracts therefrom, and to discuss
         their respective affairs, finances, and accounts with their respective
         officers and independent public accountants (and by this provision the
         Parent and the Company


                                       16
<PAGE>


         authorize said accountants to discuss the affairs, finances and
         accounts of the Parent and its Subsidiaries, including the Company),
         all at such times and as often as may be requested.

Each holder agrees to treat any information obtained in connection with any
inspection pursuant to this Section 7 as Confidential Information subject to
Section 20 so as to avoid any disclosure obligation on the Company under
Regulation FD under the Exchange Act.

8.       PREPAYMENT OF THE NOTES.

8.1.     NO SCHEDULED PREPAYMENTS.

                  No regularly scheduled prepayments are due on the Notes prior
to their stated maturity.

8.2.     OPTIONAL PREPAYMENTS WITH MAKE-WHOLE AMOUNT.

                  The Company may, at its option, upon notice as provided below,
prepay at any time all, or from time to time any part of, the Notes of any
series in an amount not less than $5,000,000 in the aggregate in the case of a
partial prepayment, at 100% of the principal amount so prepaid, plus the
Make-Whole Amount determined for the prepayment date with respect to such
principal amount. The Company will give each holder of Notes of the series to be
prepaid written notice of each optional prepayment under this Section 8.2 not
less than 30 days and not more than 60 days prior to the date fixed for such
prepayment. Each such notice shall specify such date, the aggregate principal
amount of the Notes of such series to be prepaid on such date, the principal
amount of each Note of such series held by such holder to be prepaid (determined
in accordance with Section 8.3), and the interest to be paid on the prepayment
date with respect to such principal amount being prepaid, and shall be
accompanied by a certificate of a Senior Financial Officer as to the estimated
Make-Whole Amount due in connection with such prepayment (calculated as if the
date of such notice were the date of the prepayment), setting forth the details
of such computation. Two Business Days prior to such prepayment, the Company
shall deliver to each holder of Notes of the series to be prepaid a certificate
of a Senior Financial Officer specifying the calculation of such Make-Whole
Amount as of the specified prepayment date.

8.3.     ALLOCATION OF PARTIAL PREPAYMENTS.

                  In the case of each partial prepayment of the Notes of a
series, the principal amount of the Notes of such series to be prepaid shall be
allocated among all of the Notes of such series at the time outstanding in
proportion, as nearly as practicable, to the respective unpaid principal amounts
thereof not theretofore called for prepayment.

8.4.     MATURITY; SURRENDER, ETC.

                  In the case of each prepayment of Notes pursuant to this
Section 8, the principal amount of each Note to be prepaid shall mature and
become due and payable on the date fixed


                                       17
<PAGE>


for such prepayment, together with interest on such principal amount accrued to
such date and the applicable Make-Whole Amount, if any. From and after such
date, unless the Company shall fail to pay such principal amount when so due and
payable, together with the interest and Make-Whole Amount, if any, as aforesaid,
interest on such principal amount shall cease to accrue. Any Note paid or
prepaid in full shall be surrendered to the Company and canceled and shall not
be reissued, and no Note shall be issued in lieu of any prepaid principal amount
of any Note.

8.5.     PURCHASE OF NOTES.

         The Company will not and will not permit any Affiliate to purchase,
redeem, prepay or otherwise acquire, directly or indirectly, any of the
outstanding Notes of any series except (a) upon the payment or prepayment of the
Notes of a series in accordance with the terms of this Agreement and the Notes
or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro
rata to the holders of all Notes of a series at the time outstanding upon the
same terms and conditions. Any such offer shall provide each holder with
sufficient information to enable it to make an informed decision with respect to
such offer, and shall remain open for at least 30 Business Days. If the holders
of more than 25% of the principal amount of the Notes of a series then
outstanding accept such offer, the Company shall promptly notify the remaining
holders of such fact and the expiration date for the acceptance by holders of
Notes of such series of such offer shall be extended by the number of days
necessary to give each such remaining holder at least ten Business Days from its
receipt of such notice to accept such offer. The Company will promptly cancel
all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or
purchase of Notes pursuant to any provision of this Agreement and no Notes may
be issued in substitution or exchange for any such Notes.

8.6.     MAKE-WHOLE AMOUNT.

                  The term "MAKE-WHOLE AMOUNT" means, with respect to any Note,
an amount equal to the excess, if any, of the Discounted Value of the Remaining
Scheduled Payments with respect to the Called Principal of such Note over the
amount of such Called Principal, provided that the Make-Whole Amount may in no
event be less than zero. For the purposes of determining the Make-Whole Amount,
the following terms have the following meanings:

                  "CALLED PRINCIPAL" means, with respect to any Note, the
         principal of such Note that is to be prepaid pursuant to Section 8.2 or
         has become or is declared to be immediately due and payable pursuant to
         Section 12.1, as the context requires.

                  "DISCOUNTED VALUE" means, with respect to the Called Principal
         of any Note, the amount obtained by discounting all Remaining Scheduled
         Payments with respect to such Called Principal from their respective
         scheduled due dates to the Settlement Date with respect to such Called
         Principal, in accordance with accepted financial practice and at a
         discount factor (applied on the same periodic basis as that on which
         interest on the Notes is payable) equal to the Reinvestment Yield with
         respect to such Called Principal.

                  "REINVESTMENT YIELD" means, with respect to the Called
         Principal of any Note, .50% over the yield to maturity implied by (i)
         the yields reported, as of 10:00 A.M. (New


                                       18
<PAGE>


         York City time) on the second Business Day preceding the Settlement
         Date with respect to such Called Principal, on the display designated
         as the "PX1 Screen" on the Bloomberg Financial Market Service (or such
         other display as may replace the PX1 Screen on Bloomberg Financial
         Market Service) for actively traded U.S. Treasury securities having a
         maturity equal to the Remaining Average Life of such Called Principal
         as of such Settlement Date, or (ii) if such yields are not reported as
         of such time or the yields reported as of such time are not
         ascertainable, the Treasury Constant Maturity Series Yields reported,
         for the latest day for which such yields have been so reported as of
         the second Business Day preceding the Settlement Date with respect to
         such Called Principal, in Federal Reserve Statistical Release H.15
         (519) (or any comparable successor publication) for actively traded
         U.S. Treasury securities having a constant maturity equal to the
         Remaining Average Life of such Called Principal as of such Settlement
         Date. Such implied yield will be determined, if necessary, by (a)
         converting U.S. Treasury bill quotations to bond-equivalent yields in
         accordance with accepted financial practice and (b) interpolating
         linearly between (1) the actively traded U.S. Treasury security with
         the maturity closest to and greater than the Remaining Average Life and
         (2) the actively traded U.S. Treasury security with the maturity
         closest to and less than the Remaining Average Life.

                  "REMAINING AVERAGE LIFE" means, with respect to any Called
         Principal, the number of years (calculated to the nearest one-twelfth
         year) obtained by dividing (i) such Called Principal into (ii) the sum
         of the products obtained by multiplying (a) the principal component of
         each Remaining Scheduled Payment with respect to such Called Principal
         by (b) the number of years (calculated to the nearest one-twelfth year)
         that will elapse between the Settlement Date with respect to such
         Called Principal and the scheduled due date of such Remaining Scheduled
         Payment.

                  "REMAINING SCHEDULED PAYMENTS" means, with respect to the
         Called Principal of any Note, all payments of such Called Principal and
         interest thereon that would be due after the Settlement Date with
         respect to such Called Principal if no payment of such Called Principal
         were made prior to its scheduled due date, provided that if such
         Settlement Date is not a date on which interest payments are due to be
         made under the terms of the Notes, then the amount of the next
         succeeding scheduled interest payment will be reduced by the amount of
         interest accrued to such Settlement Date and required to be paid on
         such Settlement Date pursuant to Section 8.2 or 12.1.

                  "SETTLEMENT DATE" means, with respect to the Called Principal
         of any Note, the date on which such Called Principal is to be prepaid
         pursuant to Section 8.2 or has become or is declared to be immediately
         due and payable pursuant to Section 12.1, as the context requires.

9.       AFFIRMATIVE COVENANTS.

                  Each of the Parent and the Company covenants that so long as
any of the Notes are outstanding:


                                       19
<PAGE>


9.1.     COMPLIANCE WITH LAW.

                  The Parent and the Company will, and will cause each other
Subsidiary to, comply with all laws, ordinances or governmental rules or
regulations to which each of them is subject, including, Environmental Laws, and
will obtain and maintain in effect all licenses, certificates, permits,
franchises and other governmental authorizations necessary to the ownership of
their respective properties or to the conduct of their respective businesses, in
each case to the extent necessary to ensure that non-compliance with such laws,
ordinances or governmental rules or regulations or failures to obtain or
maintain in effect such licenses, certificates, permits, franchises and other
governmental authorizations would not, individually or in the aggregate,
reasonably be expected to have a materially adverse effect on the business,
operations, affairs, financial condition, properties or assets of the Parent and
its Subsidiaries, including the Company, taken as a whole.

9.2.     INSURANCE.

                  The Parent and the Company will, and will cause each other
Subsidiary to, maintain, with financially sound and reputable insurers,
insurance with respect to their respective properties and businesses against
such casualties and contingencies, of such types, on such terms and in such
amounts (including deductibles, co-insurance and self-insurance, if adequate
reserves are maintained with respect thereto) as is customary in the case of
entities of established reputations engaged in the same or a similar business
and similarly situated.

9.3.     MAINTENANCE OF PROPERTIES.

                  The Parent and the Company will, and will cause each other
Subsidiary to, maintain and keep, or cause to be maintained and kept, their
respective properties in good repair, working order and condition (other than
ordinary wear and tear), so that the business carried on in connection therewith
may be properly conducted at all times, provided that this Section shall not
prevent the Parent or any Subsidiary, including the Company, from discontinuing
the operation and the maintenance of any of its properties if such
discontinuance is desirable in the conduct of its business and the Parent has
concluded that such discontinuance would not, individually or in the aggregate,
reasonably be expected to have a materially adverse effect on the business,
operations, affairs, financial condition, properties or assets of the Company
and its Subsidiaries taken as a whole.

9.4.     PAYMENT OF TAXES.

                  The Parent and the Company will, and will cause each other
Subsidiary to, file all income tax or similar tax returns required to be filed
in any jurisdiction and to pay and discharge all taxes shown to be due and
payable on such returns and all other taxes, assessments, governmental charges,
or levies payable by any of them, to the extent such taxes and assessments have
become due and payable and before they have become delinquent, provided that
neither the Parent nor any Subsidiary, including the Company, need pay any such
tax or assessment if (i) the amount, applicability or validity thereof is
contested by the Parent or such Subsidiary on a timely


                                       20
<PAGE>


basis in good faith and in appropriate proceedings, and the Parent or a
Subsidiary, including the Company, has established adequate reserves therefor in
accordance with GAAP on the books of the Parent or such Subsidiary or (ii) the
nonpayment of all such taxes and assessments in the aggregate would not
reasonably be expected to have a materially adverse effect on the business,
operations, affairs, financial condition, properties or assets of the Company
and its Subsidiaries, taken as a whole, or the Parent and its Subsidiaries,
including the Company, taken as a whole.

9.5.     CORPORATE EXISTENCE, ETC.

                  Each of the Parent and the Company will at all times preserve
and keep in full force and effect its corporate existence. Subject to Sections
10.5 and 10.6, the Parent and the Company will at all times preserve and keep in
full force and effect the corporate existence of each other Subsidiary (unless
merged into the Parent or a Wholly Owned Subsidiary, including the Company) and
all rights and franchises of the Parent and its Subsidiaries, including the
Company, unless, in the good faith judgment of the Parent, the termination of or
failure to preserve and keep in full force and effect a particular corporate
existence, right or franchise would not, individually or in the aggregate, have
a materially adverse effect on the business, operations, affairs, financial
condition, properties or assets of the Parent and its Subsidiaries, including
the Company, taken as a whole.

10.      NEGATIVE COVENANTS.

                  Each of the Parent and the Company covenants that so long as
any of the Notes are outstanding:

10.1.    CONSOLIDATED DEBT.

                  The Parent will not incur, and will not permit any Subsidiary,
including the Company, to incur, any Indebtedness if, after giving effect
thereto and to the application of the proceeds therefrom, Consolidated Debt
would exceed 55% of Consolidated Total Capitalization.

10.2.    PRIORITY DEBT.

                  The Parent and the Company will not at any time permit
Priority Debt to exceed 20% of Consolidated Net Worth (determined as of the end
of the Parent's most recently completed fiscal quarter).

10.3.    INDEBTEDNESS OF  SUBSIDIARIES.

                  The Parent will not at any time permit any Subsidiary,
including the Company, directly or indirectly, to create, incur, assume,
guarantee, have outstanding, or otherwise become or remain directly or
indirectly liable for, any Indebtedness other than:

                  (a) the Notes and Indebtedness incurred from time to time
         under the Credit Agreements;


                                       21
<PAGE>


                  (b) Indebtedness outstanding on the date hereof and listed on
         Schedule 5.15 and any extension, renewal, refunding or refinancing
         thereof, provided that the principal amount outstanding at the time of
         such extension, renewal, refunding or refinancing is not increased;

                  (c) Indebtedness owed to the Parent or a Wholly Owned
         Subsidiary, including the Company;

                  (d) Guaranties by a Subsidiary of Indebtedness of another
         Subsidiary or by a Subsidiary Guarantor of Indebtedness of the Company
         or the Parent;

                  (e) Indebtedness of a Subsidiary outstanding at the time of
         its acquisition by the Company or the Parent, provided that (i) such
         Indebtedness was not incurred in contemplation of becoming a Subsidiary
         and (ii) at the time of such acquisition and after giving effect
         thereto, no Default or Event of Default exists or would exist; and

                  (f) Indebtedness not otherwise permitted by the preceding
         clauses (a) through (e), provided that immediately before and after
         giving effect thereto and to the application of the proceeds thereof,

                      (i)  no Default or Event of Default exists, and

                      (ii) Priority Debt does not exceed 20% of Consolidated Net
                           Worth.

10.4.    LIENS.

                  The Parent and the Company will not, and will not permit any
other Subsidiary to, permit to exist, create, assume or incur, directly or
indirectly, any Lien on its properties or assets, whether now owned or hereafter
acquired, except:

                  (a) Liens existing on property or assets of the Parent or any
         Subsidiary, including the Company, as of the date of this Agreement
         that are described in Schedule 10.4;

                  (b) Liens for taxes, assessments or governmental charges not
         then due and delinquent or the nonpayment of which is permitted by
         Section 9.4;

                  (c) Liens incidental to the conduct of business or the
         ownership of properties and assets (including landlords', lessors',
         carriers', operators', warehousemen's, mechanics', materialmen's and
         other similar Liens) and Liens to secure the performance of bids,
         tenders, leases or trade contracts, or to secure statutory obligations
         (including obligations under workers compensation, unemployment
         insurance and other social security legislation), surety or appeal
         bonds or other Liens of like general nature incurred in the ordinary
         course of business and not in connection with the borrowing of money;

                  (d) encumbrances in the nature of leases, subleases, zoning
         restrictions, easements, rights of way and other rights and
         restrictions of record on the use of real


                                       22
<PAGE>


         property and defects in title arising or incurred in the ordinary
         course of business, which, individually and in the aggregate, do not
         materially impair the use or value of the property or assets subject
         thereto or which relate only to assets that in the aggregate are not
         material;

                  (e) any attachment or judgment Lien, unless the judgment it
         secures has not, within 60 days after the entry thereof, been
         discharged or execution thereof stayed pending appeal, or has not been
         discharged within 60 days after the expiration of any such stay;

                  (f) Liens securing Indebtedness of a Subsidiary to the Parent
         or to another Wholly Owned Subsidiary, including the Company;

                  (g) Liens (i) existing on property at the time of its
         acquisition by the Parent or a Subsidiary, including the Company, and
         not created in contemplation thereof, whether or not the Indebtedness
         secured by such Lien is assumed by the Parent or a Subsidiary;
         including the Company, or (ii) on property created contemporaneously
         with its acquisition or within 180 days of the acquisition or
         completion of construction or development thereof to secure or provide
         for all or a portion of the purchase price or cost of the acquisition,
         construction or development of such property after the date of Closing;
         or (iii) existing on property of a Person at the time such Person is
         merged or consolidated with, or becomes a Subsidiary of, or
         substantially all of its assets are acquired by, the Parent or a
         Subsidiary, including the Company, and not created in contemplation
         thereof; provided that in the case of clauses (i), (ii) and (iii) such
         Liens do not extend to additional property of the Parent or any
         Subsidiary, including the Company, (other than property that is an
         improvement to or is acquired for specific use in connection with the
         subject property) and that the aggregate principal amount of
         Indebtedness secured by each such Lien does not exceed the fair market
         value (determined in good faith by one or more officers of the Parent
         to whom authority to enter into such transaction has been delegated by
         the board of directors of the Parent) of the property subject thereto;

                  (h) Liens resulting from extensions, renewals or replacements
         of Liens permitted by paragraphs (a) and (g), provided that (i) there
         is no increase in the principal amount or decrease in maturity of the
         Indebtedness secured thereby at the time of such extension, renewal or
         replacement, (ii) any new Lien attaches only to the same property
         theretofore subject to such earlier Lien and (iii) immediately after
         such extension, renewal or replacement no Default or Event of Default
         would exist; and

                  (i) Liens securing Indebtedness not otherwise permitted by
         paragraphs (a) through (h) of this Section 10.4, provided that, at the
         time of creation, assumption or incurrence thereof and immediately
         after giving effect thereto and to the application of the proceeds
         therefrom, Priority Debt does not exceed 20% of Consolidated Net Worth.


                                       23
<PAGE>


10.5.    MERGERS, CONSOLIDATIONS, ETC.

                  The Parent and the Company will not, and will not permit any
other Subsidiary to, consolidate with or merge with any other Person or convey,
transfer, sell or lease all or substantially all of its assets in a single
transaction or series of transactions to any Person except that:

                  (a) the Company may consolidate or merge with any other Person
         or convey, transfer, sell or lease all or substantially all of its
         assets in a single transaction or series of transactions to any Person,
         provided that:

                           (i) the successor formed by such consolidation or the
                  survivor of such merger or the Person that acquires by
                  conveyance, transfer, sale or lease all or substantially all
                  of the assets of the Company as an entirety, as the case may
                  be, is a solvent corporation, general partnership, limited
                  partnership or limited liability company organized and
                  existing under the laws of the United States or any state
                  thereof (including the District of Columbia), and, if the
                  Company is not such survivor or Person, survivor or Person
                  shall have executed and delivered to each holder of any Notes
                  its assumption of the due and punctual performance and
                  observance of each covenant and condition of this Agreement
                  and the Notes;

                           (ii) after giving effect to such transaction, no
                  Default or Event of Default shall exist; and

                           (iii) after giving effect to such transaction, the
                  Company or such successor, survivor or Person could incur at
                  least $1.00 of additional Indebtedness; and

                  (b) the Parent may consolidate or merge with any other Person
         or convey, transfer, sell or lease all or substantially all of its
         assets in a single transaction or series of transactions to any Person,
         provided that:

                           (i) the successor formed by such consolidation or the
                  survivor of such merger or the Person that acquires by
                  conveyance, transfer, sale or lease of all or substantially
                  all of the assets of the Parent as an entirety, as the case
                  may be, shall be a solvent corporation organized and existing
                  under the laws of the United States or any state thereof
                  (including the District of Columbia), and, if the Parent is
                  not such corporation, such corporation shall have executed and
                  delivered to each holder of any Notes its assumption of the
                  due and punctual performance and observance of each covenant
                  and condition of this Agreement and the Parent Guaranty; and

                           (ii) after giving effect to such transaction, no
                  Default or Event of Default shall exist; and


                                       24
<PAGE>


                           (iii) after giving effect to such transaction, the
                  Parent or such successor, survivor or Person could incur at
                  least $1.00 of additional Indebtedness; and

                  (c) any Subsidiary other than the Company may (x) merge into
         the Parent or the Company (provided that the Parent or the Company is
         the surviving corporation) or another Wholly Owned Subsidiary or (y)
         sell, transfer or lease all or any part of its assets to the Parent or
         the Company or another Wholly Owned Subsidiary, or (z) merge or
         consolidate with, or sell, transfer or lease all or substantially all
         of its assets to, any Person in a transaction that is permitted by
         Section 10.6 or, as a result of which, such Person becomes a
         Subsidiary; provided in each instance set forth in clauses (x) through
         (z) that, immediately after giving effect thereto, there shall exist no
         Default or Event of Default;

No such conveyance, transfer, sale or lease of all or substantially all of the
assets of the Parent or the Company shall have the effect of releasing the
Parent or the Company or any successor corporation that shall theretofore have
become such in the manner prescribed in this Section 10.5 from its liability
under this Agreement or the Notes.

10.6.    SALE OF ASSETS.

                  Except as permitted by Section 10.5, the Parent and the
Company will not, and will not permit any other Subsidiary to, sell, lease,
transfer or otherwise dispose of, including by way of merger (collectively a
"Disposition"), any assets, including capital stock of Subsidiaries, in one or a
series of transactions, to any Person, other than:

                  (a) Dispositions in the ordinary course of business;

                  (b) Dispositions by a Subsidiary, including the Company, to
         the Parent or another Wholly Owned Subsidiary, including the Company,
         or by the Parent or the Company to a Wholly Owned Subsidiary that is a
         Subsidiary Guarantor;

                  (c) the Spin-Off or other Disposition by the Parent or a
         Subsidiary of the Oil and Gas Properties; or

                  (d) Dispositions not otherwise permitted by clauses (a), (b)
         or (c) of this Section 10.6, provided that the aggregate net book value
         of all assets so disposed of in any fiscal year pursuant to this
         Section 10.6(d) does not exceed 15% of Consolidated Total Assets as of
         the end of the immediately preceding fiscal year.

Notwithstanding the foregoing, the Parent or the Company may, or may permit any
other Subsidiary to, make a Disposition and the assets subject to such
Disposition shall not be subject to or included in the foregoing limitation and
computation contained in clause (d) of the preceding sentence to the extent that
the net proceeds from such Disposition are within 365 days of such Disposition
(A) reinvested in tangible assets to be used in the existing business of the
Parent or a Subsidiary, including the Company, or (B) applied to the payment or
prepayment of the Notes or any other outstanding Indebtedness of the Parent or
any Subsidiary, including the


                                       25
<PAGE>


Company, ranking pari passu with or senior to the Notes (other than Indebtedness
owing to the Parent, any of its Subsidiaries, including the Company, or any
Affiliate or in respect of any revolving credit or similar credit facility
providing the Parent or any of its Subsidiaries, including the Company, with the
right to obtain loans or other extensions of credit from time to time, except to
the extent that in connection with such payment of Indebtedness the availability
of credit under such credit facility is permanently reduced by an amount not
less than the amount of such proceeds applied to the payment of such
Indebtedness). Any prepayment of Notes pursuant to this Section 10.6 shall be in
accordance with Sections 8.2 and 8.3, without regard to the minimum prepayment
requirements of Section 8.2.

10.7.    SUBSIDIARY GUARANTY.

                  The Parent and the Company will not permit any other
Subsidiary to become a borrower or a guarantor of Indebtedness owed to banks
under the Credit Agreements unless such Subsidiary is, or concurrently therewith
becomes, a party to the Subsidiary Guaranty.

10.8.    NATURE OF BUSINESS.

                  The Parent and the Company will not, and will not permit any
other Subsidiary to, engage in any business if, as a result, the general nature
of the business in which the Parent and its Subsidiaries, including the Company,
taken as a whole, would then be engaged would be substantially changed from the
general nature of the business of the Parent and its Subsidiaries, including the
Company, taken as a whole, as described in the Memorandum.

10.9.    TRANSACTIONS WITH AFFILIATES.

                  The Parent and the Company will not, and will not permit any
other Subsidiary to, enter into directly or indirectly any Material transaction
or Material group of related transactions (including the purchase, lease, sale
or exchange of properties of any kind or the rendering of any service) with any
Affiliate (other than the Parent, the Company or another Subsidiary), except
upon fair and reasonable terms no less favorable to the Parent or such
Subsidiary, including the Company, than would be obtainable in a comparable
arm's-length transaction with a Person not an Affiliate.

11.      EVENTS OF DEFAULT.

                  An "Event of Default" shall exist if any of the following
conditions or events shall occur and be continuing:

                  (a) the Company defaults in the payment of any principal or
         Make-Whole Amount, if any, on any Note when the same becomes due and
         payable, whether at maturity or at a date fixed for prepayment or by
         declaration or otherwise; or

                  (b) the Company defaults in the payment of any interest on any
         Note for more than five Business Days after the same becomes due and
         payable; or


                                       26
<PAGE>


                  (c) the Parent or the Company defaults in the performance of
         or compliance with any term contained in Section 7.1(d) or Sections
         10.1, 10.2, 10.3, 10.5, 10.6 or 10.7; or

                  (d) the Parent or the Company defaults in the performance of
         or compliance with any term contained herein (other than those referred
         to in paragraphs (a), (b) and (c) of this Section 11) and such default
         is not remedied within 30 days or, in the case of Section 10.4 only, 5
         days after the earlier of (i) a Responsible Officer obtaining actual
         knowledge of such default and (ii) the Parent or the Company receiving
         written notice of such default from any holder of a Note; or

                  (e) any representation or warranty made in writing by or on
         behalf of the Parent, the Company or any Subsidiary Guarantor or by any
         officer of the Parent, the Company or any Subsidiary Guarantor in this
         Agreement, the Parent Guaranty, the Subsidiary Guaranty or in any
         writing furnished in connection with the transactions contemplated
         hereby or thereby proves to have been false or incorrect in any
         material respect on the date as of which made and the fact that such
         representation or warranty was false or incorrect could reasonably be
         expected to have a Material Adverse Effect; or

                  (f) (i) the Parent, the Company or any Significant Subsidiary
         is in default (as principal or as guarantor or other surety) in the
         payment of any principal of or premium or make-whole amount or interest
         on any Indebtedness that is outstanding in an aggregate principal
         amount in excess of $25,000,000 beyond any period of grace provided
         with respect thereto, or (ii) the Parent, the Company or any
         Significant Subsidiary is in default in the performance of or
         compliance with any term of any evidence of any Indebtedness that is
         outstanding in an aggregate principal amount in excess of $25,000,000
         or of any mortgage, indenture or other agreement relating thereto or
         any other condition exists, and as a consequence of such default or
         condition such Indebtedness has become, or has been declared, due and
         payable before its stated maturity or before its regularly scheduled
         dates of payment; or

                  (g) the Parent, the Company or any Significant Subsidiary (i)
         is generally not paying, or admits in writing its inability to pay, its
         debts as they become due, (ii) files, or consents by answer or
         otherwise to the filing against it of, a petition for relief or
         reorganization or arrangement or any other petition in bankruptcy, for
         liquidation or to take advantage of any bankruptcy, insolvency,
         reorganization, moratorium or other similar law of any jurisdiction,
         (iii) makes an assignment for the benefit of its creditors, (iv)
         consents to the appointment of a custodian, receiver, trustee or other
         officer with similar powers with respect to it or with respect to any
         substantial part of its property, (v) is adjudicated as insolvent or to
         be liquidated, or (vi) takes corporate action for the purpose of any of
         the foregoing; or

                  (h) a court or governmental authority of competent
         jurisdiction enters an order appointing, without consent by the Parent,
         the Company or any Significant Subsidiary, a custodian, receiver,
         trustee or other officer with similar powers with respect to it or with
         respect to any substantial part of its property, or constituting an
         order for relief or


                                       27
<PAGE>


         approving a petition for relief or reorganization or any other petition
         in bankruptcy or for liquidation or to take advantage of any bankruptcy
         or insolvency law of any jurisdiction, or ordering the dissolution,
         winding-up or liquidation of the Parent, the Company or any Significant
         Subsidiary, or any such petition shall be filed against the Parent, the
         Company or any Significant Subsidiary and such petition shall not be
         dismissed within 60 days; or

                  (i) a final judgment or judgments for the payment of money
         aggregating in excess of $25,000,000 are rendered against one or more
         of the Parent, the Company and any Significant Subsidiaries, which
         judgments are not, within 60 days after entry thereof, bonded,
         discharged or stayed pending appeal, or are not discharged within 60
         days after the expiration of such stay; or

                  (j) if (i) any Plan shall fail to satisfy the minimum funding
         standards of ERISA or the Code for any plan year or part thereof or a
         waiver of such standards or extension of any amortization period is
         sought or granted under section 412 of the Code, (ii) a notice of
         intent to terminate any Plan shall have been or is reasonably expected
         to be filed with the PBGC or the PBGC shall have instituted proceedings
         under ERISA section 4042 to terminate or appoint a trustee to
         administer any Plan or the PBGC shall have notified the Parent, the
         Company or any other ERISA Affiliate that a Plan may become a subject
         of any such proceedings, (iii) the aggregate "amount of unfunded
         benefit liabilities" (within the meaning of section 4001(a)(18) of
         ERISA) under all Plans determined in accordance with Title IV of ERISA,
         shall exceed $25,000,000, (iv) the Parent, the Company or any other
         ERISA Affiliate shall have incurred or is reasonably expected to incur
         any liability pursuant to Title I or IV of ERISA or the penalty or
         excise tax provisions of the Code relating to employee benefit plans,
         (v) the Parent, the Company or any other ERISA Affiliate withdraws from
         any Multiemployer Plan, or (vi) the Parent or any Subsidiary, including
         the Company, establishes or amends any employee welfare benefit plan
         that provides post-employment welfare benefits in a manner that would
         increase the liability of the Parent or any Subsidiary, including the
         Company, thereunder; and any such event or events described in clauses
         (i) through (vi) above, either individually or together with any other
         such event or events, would reasonably be expected to have a Material
         Adverse Effect; or

                  (k) the Parent or any Subsidiary Guarantor defaults in the
         performance of or compliance with any term contained in the Parent
         Guaranty or the Subsidiary Guaranty or either of the Guaranties ceases
         to be in full force and effect, except as provided in Section 22 (as to
         the Subsidiary Guaranty), or is declared to be null and void in whole
         or in material part by a court or other governmental or regulatory
         authority having jurisdiction or the validity or enforceability thereof
         shall be contested by any of the Parent, the Company or any Subsidiary
         Guarantor or any of them renounces any of the same or denies that it
         has any or further liability thereunder.

As used in Section 11(j), the terms "employee benefit plan" and "employee
welfare benefit plan" shall have the respective meanings assigned to such terms
in section 3 of ERISA.


                                       28
<PAGE>


12.      REMEDIES ON DEFAULT, ETC.

12.1.    ACCELERATION.

                  (a) If an Event of Default with respect to the Parent or the
         Company described in paragraph (g) or (h) of Section 11 (other than an
         Event of Default described in clause (i) of paragraph (g) or described
         in clause (vi) of paragraph (g) by virtue of the fact that such clause
         encompasses clause (i) of paragraph (g)) has occurred, all the Notes
         then outstanding shall automatically become immediately due and
         payable.

                  (b) If any other Event of Default has occurred and is
         continuing, any holder or holders of 51% or more in principal amount of
         the Notes at the time outstanding may at any time at its or their
         option, by notice or notices to the Company, declare all the Notes then
         outstanding to be immediately due and payable.

                  (c) If any Event of Default described in paragraph (a) or (b)
         of Section 11 has occurred and is continuing, any holder or holders of
         Notes at the time outstanding affected by such Event of Default may at
         any time, at its or their option, by notice or notices to the Company,
         declare all the Notes held by it or them to be immediately due and
         payable.

                  Upon any Notes becoming due and payable under this Section
12.1, whether automatically or by declaration, such Notes will forthwith mature
and the entire unpaid principal amount of such Notes, plus (x) all accrued and
unpaid interest thereon and (y) the Make-Whole Amount determined in respect of
such principal amount (to the full extent permitted by applicable law), shall
all be immediately due and payable, in each and every case without presentment,
demand, protest or further notice, all of which are hereby waived. The Company
acknowledges, and the parties hereto agree, that each holder of a Note has the
right to maintain its investment in the Notes free from repayment by the Company
(except as herein specifically provided for) and that the provision for payment
of a Make-Whole Amount by the Company in the event that the Notes are prepaid or
are accelerated as a result of an Event of Default, is intended to provide
compensation for the deprivation of such right under such circumstances.

12.2.    OTHER REMEDIES.

                  If any Default or Event of Default has occurred and is
continuing, and irrespective of whether any Notes have become or have been
declared immediately due and payable under Section 12.1, the holder of any Note
at the time outstanding may proceed to protect and enforce the rights of such
holder by an action at law, suit in equity or other appropriate proceeding,
whether for the specific performance of any agreement contained herein or in any
Note, or for an injunction against a violation of any of the terms hereof or
thereof, or in aid of the exercise of any power granted hereby or thereby or by
law or otherwise.


                                       29
<PAGE>


12.3.    RESCISSION.

                  At any time after any Notes have been declared due and payable
pursuant to clause (b) or (c) of Section 12.1, the holders of not less than 51%
in principal amount of the Notes then outstanding, by written notice to the
Company, may rescind and annul any such declaration and its consequences if (a)
the Company has paid all overdue interest on the Notes, all principal of and
Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid
other than by reason of such declaration, and all interest on such overdue
principal and Make-Whole Amount, if any, and (to the extent permitted by
applicable law) any overdue interest in respect of the Notes, at the Default
Rate, (b) all Events of Default and Defaults, other than non-payment of amounts
that have become due solely by reason of such declaration, have been cured or
have been waived pursuant to Section 17, and (c) no judgment or decree has been
entered for the payment of any monies due pursuant hereto or to the Notes. No
rescission and annulment under this Section 12.3 will extend to or affect any
subsequent Event of Default or Default or impair any right consequent thereon.

12.4.    NO WAIVERS OR ELECTION OF REMEDIES, EXPENSES, ETC.

                  No course of dealing and no delay on the part of any holder of
any Note in exercising any right, power or remedy shall operate as a waiver
thereof or otherwise prejudice such holder's rights, powers or remedies. No
right, power or remedy conferred by this Agreement or by any Note upon any
holder thereof shall be exclusive of any other right, power or remedy referred
to herein or therein or now or hereafter available at law, in equity, by statute
or otherwise. Without limiting the obligations of the Company under Section 15,
the Company will pay to the holder of each Note on demand such further amount as
shall be sufficient to cover all costs and expenses of such holder incurred in
any enforcement or collection under this Section 12, including reasonable
attorneys' fees, expenses and disbursements.

13.      REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

13.1.    REGISTRATION OF NOTES.

                  The Company shall keep at its principal executive office a
register for the registration and registration of transfers of Notes. The name
and address of each holder of one or more Notes, each transfer thereof and the
name and address of each transferee of one or more Notes shall be registered in
such register. Prior to due presentment for registration of transfer, the Person
in whose name any Note shall be registered shall be deemed and treated as the
owner and holder thereof for all purposes hereof, and the Company shall not be
affected by any notice or knowledge to the contrary. The Company shall give to
any holder of a Note that is an Institutional Investor, promptly upon request
therefor, a complete and correct copy of the names and addresses of all
registered holders of Notes.

13.2.    TRANSFER AND EXCHANGE OF NOTES.

                  Upon surrender of any Note at the principal executive office
of the Company for registration of transfer or exchange (and in the case of a
surrender for registration of transfer,


                                       30
<PAGE>


duly endorsed or accompanied by a written instrument of transfer duly executed
by the registered holder of such Note or his attorney duly authorized in writing
and accompanied by the address for notices of each transferee of such Note or
part thereof), the Company shall execute and deliver, at the Company's expense
(except as provided below), one or more new Notes (as requested by the holder
thereof) of the same series in exchange therefor, in an aggregate principal
amount equal to the unpaid principal amount of the surrendered Note. Each such
new Note shall be payable to such Person as such holder may request and shall be
substantially in the form of Exhibit 1(a), 1(b), 1(c) or 1(d), as appropriate.
Each such new Note shall be dated and bear interest from the date to which
interest shall have been paid on the surrendered Note or dated the date of the
surrendered Note if no interest shall have been paid thereon. The Company may
require payment of a sum sufficient to cover any stamp tax or governmental
charge imposed in respect of any such transfer of Notes. Notes shall not be
transferred in denominations of less than $100,000, provided that if necessary
to enable the registration of transfer by a holder of its entire holding of
Notes, one Note may be in a denomination of less than $100,000. Any transferee,
by its acceptance of a Note registered in its name (or the name of its nominee),
shall be deemed to have made the representation set forth in Section 6.2.

13.3.    REPLACEMENT OF NOTES.

                  Upon receipt by the Company of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of any Note (which evidence shall be, in the case of an Institutional
Investor, notice from such Institutional Investor of such ownership and such
loss, theft, destruction or mutilation), and

                  (a) in the case of loss, theft or destruction, of indemnity
         reasonably satisfactory to it (provided that if the holder of such Note
         is, or is a nominee for, an original Purchaser or another Institutional
         Investor holder of a Note with a minimum net worth of at least
         $250,000,000, such Person's own unsecured agreement of indemnity shall
         be deemed to be satisfactory), or

                  (b) in the case of mutilation, upon surrender and cancellation
         thereof,

the Company at its own expense shall execute and deliver, in lieu thereof, a new
Note of the same series, dated and bearing interest from the date to which
interest shall have been paid on such lost, stolen, destroyed or mutilated Note
or dated the date of such lost, stolen, destroyed or mutilated Note if no
interest shall have been paid thereon.

14.      PAYMENTS ON NOTES.

14.1.    PLACE OF PAYMENT.

                  Subject to Section 14.2, payments of principal, Make-Whole
Amount, if any, and interest becoming due and payable on the Notes shall be made
in Chicago, Illinois at the principal office of Bank One, NA in such
jurisdiction. The Company may at any time, by notice to each holder of a Note,
change the place of payment of the Notes so long as such place of


                                       31
<PAGE>


payment shall be either the principal office of the Company in such jurisdiction
or the principal office of a bank or trust company in such jurisdiction.

14.2.    HOME OFFICE PAYMENT.

                  So long as you or your nominee shall be the holder of any
Note, and notwithstanding anything contained in Section 14.1 or in such Note to
the contrary, the Company will pay all sums becoming due on such Note for
principal, Make-Whole Amount, if any, and interest by the method and at the
address specified for such purpose below your name in Schedule A, or by such
other method or at such other address as you shall have from time to time
specified to the Company in writing for such purpose, without the presentation
or surrender of such Note or the making of any notation thereon, except that
upon written request of the Company made concurrently with or reasonably
promptly after payment or prepayment in full of any Note, you shall surrender
such Note for cancellation, reasonably promptly after any such request, to the
Company at its principal executive office or at the place of payment most
recently designated by the Company pursuant to Section 14.1. Prior to any sale
or other disposition of any Note held by you or your nominee you will, at your
election, either endorse thereon the amount of principal paid thereon and the
last date to which interest has been paid thereon or surrender such Note to the
Company in exchange for a new Note or Notes pursuant to Section 13.2. The
Company will afford the benefits of this Section 14.2 to any Institutional
Investor that is the direct or indirect transferee of any Note purchased by you
under this Agreement and that has made the same agreement relating to such Note
as you have made in this Section 14.2.

15.      EXPENSES, ETC.

15.1.    TRANSACTION EXPENSES.

                  Whether or not the transactions contemplated hereby are
consummated, the Company will pay all costs and expenses (including reasonable
attorneys' fees of a special counsel and, if reasonably required, local or other
counsel) incurred by you and each Other Purchaser or holder of a Note in
connection with such transactions and in connection with any amendments, waivers
or consents under or in respect of this Agreement or the Notes (whether or not
such amendment, waiver or consent becomes effective), including: (a) the costs
and expenses incurred in enforcing or defending (or determining whether or how
to enforce or defend) any rights under this Agreement or the Notes or in
responding to any subpoena or other legal process or informal investigative
demand issued in connection with this Agreement or the Notes, or by reason of
being a holder of any Note, and (b) the costs and expenses, including financial
advisors' fees, incurred in connection with the insolvency or bankruptcy of the
Company or any Subsidiary or in connection with any work-out or restructuring of
the transactions contemplated hereby and by the Notes. The Company will pay, and
will save you and each other holder of a Note harmless from, all claims in
respect of any fees, costs or expenses if any, of brokers and finders (other
than those retained by you).


                                       32
<PAGE>


15.2.    SURVIVAL.

                  The obligations of the Company under this Section 15 will
survive the payment or transfer of any Note, the enforcement, amendment or
waiver of any provision of this Agreement or the Notes, and the termination of
this Agreement.

16.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

                  All representations and warranties contained herein shall
survive the execution and delivery of this Agreement and the Notes, the purchase
or transfer by you of any Note or portion thereof or interest therein and the
payment of any Note, and may be relied upon by any subsequent holder of a Note,
regardless of any investigation made at any time by or on behalf of you or any
other holder of a Note. All statements contained in any certificate or other
instrument delivered by or on behalf of the Parent or the Company pursuant to
this Agreement shall be deemed representations and warranties of the Parent and
the Company under this Agreement. Subject to the preceding sentence, this
Agreement and the Notes embody the entire agreement and understanding between
you and the Company and supersede all prior agreements and understandings
relating to the subject matter hereof.

17.      AMENDMENT AND WAIVER.

17.1.    REQUIREMENTS.

                  This Agreement, the Notes, the Parent Guaranty and the
Subsidiary Guaranty may be amended, and the observance of any term hereof or of
the Notes may be waived (either retroactively or prospectively), with (and only
with) the written consent of the Company and the Required Holders, except that
(a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6
or 21 hereof, or any defined term (as it is used therein), will be effective as
to you unless consented to by you in writing, and (b) no such amendment or
waiver may, without the written consent of the holder of each Note at the time
outstanding affected thereby, (i) subject to the provisions of Section 12
relating to acceleration or rescission, change the amount or time of any
prepayment or payment of principal of, or reduce the rate or change the time of
payment or method of computation of interest or of the Make-Whole Amount on, the
Notes, (ii) change the percentage of the principal amount of the Notes the
holders of which are required to consent to any such amendment or waiver, or
(iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

17.2.    SOLICITATION OF HOLDERS OF NOTES.

                  (a) Solicitation. The Company will provide each holder of the
         Notes (irrespective of the amount of Notes then owned by it) with
         sufficient information, sufficiently far in advance of the date a
         decision is required, to enable such holder to make an informed and
         considered decision with respect to any proposed amendment, waiver or
         consent in respect of any of the provisions hereof or of the Notes. The
         Company will deliver executed or true and correct copies of each
         amendment, waiver or consent effected pursuant to the provisions of
         this Section 17 to each holder of


                                       33
<PAGE>


         outstanding Notes promptly following the date on which it is executed
         and delivered by, or receives the consent or approval of, the requisite
         holders of Notes.

                  (b) Payment. The Company will not directly or indirectly pay
         or cause to be paid any remuneration, whether by way of supplemental or
         additional interest, fee or otherwise, or grant any security, to any
         holder of Notes as consideration for or as an inducement to the
         entering into by any holder of Notes or any waiver or amendment of any
         of the terms and provisions hereof unless such remuneration is
         concurrently paid, or security is concurrently granted, on the same
         terms, ratably to each holder of Notes then outstanding even if such
         holder did not consent to such waiver or amendment.

17.3.    BINDING EFFECT, ETC.

                  Any amendment or waiver consented to as provided in this
Section 17 applies equally to all holders of Notes and is binding upon them and
upon each future holder of any Note and upon the Company without regard to
whether such Note has been marked to indicate such amendment or waiver. No such
amendment or waiver will extend to or affect any obligation, covenant,
agreement, Default or Event of Default not expressly amended or waived or impair
any right consequent thereon. No course of dealing between the Company and the
holder of any Note nor any delay in exercising any rights hereunder or under any
Note shall operate as a waiver of any rights of any holder of such Note. As used
herein, the term "this Agreement" or "the Agreement" and references thereto
shall mean this Agreement as it may from time to time be amended or
supplemented.

17.4.    NOTES HELD BY COMPANY, ETC.

                  Solely for the purpose of determining whether the holders of
the requisite percentage of the aggregate principal amount of Notes then
outstanding approved or consented to any amendment, waiver or consent to be
given under this Agreement or the Notes, or have directed the taking of any
action provided herein or in the Notes to be taken upon the direction of the
holders of a specified percentage of the aggregate principal amount of Notes
then outstanding, Notes directly or indirectly owned by the Company or any of
its Affiliates shall be deemed not to be outstanding.

18.      NOTICES.

                  All notices and communications provided for hereunder shall be
in writing and sent (a) by telecopy if the sender on the same day sends a
confirming copy of such notice by a recognized overnight delivery service
(charges prepaid), or (b) by registered or certified mail with return receipt
requested (postage prepaid), or (c) by a recognized overnight delivery service
(with charges prepaid). Any such notice must be sent:

                           (i) if to you or your nominee, to you or it at the
                  address specified for such communications in Schedule A, or at
                  such other address as you or it shall have specified to the
                  Company in writing,


                                       34
<PAGE>


                           (ii) if to any other holder of any Note, to such
                  holder at such address as such other holder shall have
                  specified to the Company in writing, or

                           (iii) if to the Company, the Parent or any Subsidiary
                  Guarantor, to the Company at its address set forth at the
                  beginning hereof to the attention of the Chief Financial
                  Officer, or at such other address as the Company shall have
                  specified to the holder of each Note in writing.

Notices under this Section 18 will be deemed given only when actually received.

19.      REPRODUCTION OF DOCUMENTS.

                  This Agreement and all documents relating thereto, including
(a) consents, waivers and modifications that may hereafter be executed, (b)
documents received by you at the Closing (except the Notes themselves), and (c)
financial statements, certificates and other information previously or hereafter
furnished to you, may be reproduced by you by any photographic, photostatic,
microfilm, microcard, miniature photographic or other similar process and you
may destroy any original document so reproduced. The Company agrees and
stipulates that, to the extent permitted by applicable law, any such
reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by you in the regular
course of business) and any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence. This Section 19
shall not prohibit the Company or any other holder of Notes from contesting any
such reproduction to the same extent that it could contest the original, or from
introducing evidence to demonstrate the inaccuracy of any such reproduction.

20.      CONFIDENTIAL INFORMATION.

                  For the purposes of this Section 20, "Confidential
Information" means information delivered to you by or on behalf of the Company
or any Subsidiary in connection with the transactions contemplated by or
otherwise pursuant to this Agreement that is proprietary or confidential in
nature and that was clearly marked or labeled or otherwise adequately identified
when received by you as being confidential information of the Company or such
Subsidiary, provided that such term does not include information that (a) was
publicly known or otherwise known to you prior to the time of such disclosure,
(b) subsequently becomes publicly known through no act or omission by you or any
Person acting on your behalf, (c) otherwise becomes known to you other than
through disclosure by the Company or any Subsidiary, or (d) constitutes
financial statements delivered to you under Section 7.1 that are otherwise
publicly available. You will maintain the confidentiality of such Confidential
Information in accordance with procedures adopted by you in good faith to
protect confidential information of third parties delivered to you, provided
that you may deliver or disclose Confidential Information to (i) your directors,
trustees, officers, employees, agents, attorneys and Affiliates (to the extent
such disclosure reasonably relates to the administration of the investment
represented by your Notes), (ii) your financial advisors and other professional
advisors who agree to hold confidential the Confidential Information
substantially in accordance with the terms of this Section 20, (iii) any


                                       35
<PAGE>


other holder of any Note, (iv) any Institutional Investor to which you sell or
offer to sell such Note or any part thereof or any participation therein (if
such Person has agreed in writing prior to its receipt of such Confidential
Information to be bound by the provisions of this Section 20), (v) any Person
from which you offer to purchase any security of the Company (if such Person has
agreed in writing prior to its receipt of such Confidential Information to be
bound by the provisions of this Section 20), (vi) any federal or state
regulatory authority having jurisdiction over you, (vii) the National
Association of Insurance Commissioners or any similar organization, or any
nationally recognized rating agency that requires access to information about
your investment portfolio or (viii) any other Person to which such delivery or
disclosure may be necessary or appropriate (w) to effect compliance with any
law, rule, regulation or order applicable to you, (x) in response to any
subpoena or other legal process, (y) in connection with any litigation to which
you are a party or (z) if an Event of Default has occurred and is continuing, to
the extent you may reasonably determine such delivery and disclosure to be
necessary or appropriate in the enforcement or for the protection of the rights
and remedies under your Notes and this Agreement. Each holder of a Note, by its
acceptance of a Note, will be deemed to have agreed to be bound by and to be
entitled to the benefits of this Section 20 as though it were a party to this
Agreement. On reasonable request by the Company in connection with the delivery
to any holder of a Note of information required to be delivered to such holder
under this Agreement or requested by such holder (other than a holder that is a
party to this Agreement or its nominee), such holder will enter into an
agreement with the Company embodying the provisions of this Section 20.

21.      SUBSTITUTION OF PURCHASER.

                  You shall have the right to substitute any one of your
Affiliates as the purchaser of the Notes that you have agreed to purchase
hereunder, by written notice to the Company, which notice shall be signed by
both you and such Affiliate, shall contain such Affiliate's agreement to be
bound by this Agreement and shall contain a confirmation by such Affiliate of
the accuracy with respect to it of the representations set forth in Section 6.
Upon receipt of such notice, wherever the word "you" is used in this Agreement
(other than in this Section 21), such word shall be deemed to refer to such
Affiliate in lieu of you. In the event that such Affiliate is so substituted as
a purchaser hereunder and such Affiliate thereafter transfers to you all of the
Notes then held by such Affiliate, upon receipt by the Company of notice of such
transfer, wherever the word "you" is used in this Agreement (other than in this
Section 21), such word shall no longer be deemed to refer to such Affiliate, but
shall refer to you, and you shall have all the rights of an original holder of
the Notes under this Agreement.

22.      RELEASE OF SUBSIDIARY GUARANTOR.

                  You and each subsequent holder of a Note agree to release any
Subsidiary Guarantor from the Subsidiary Guaranty (i) if such Subsidiary
Guarantor ceases to be such as a result of a disposition permitted by Sections
10.5 or 10.6 or (ii) at such time as the banks party to the Credit Agreements
release such Subsidiary from its guaranty of Indebtedness under the Credit
Agreements; provided, however, that you and each subsequent holder will not be
required to release a Subsidiary Guarantor from the Subsidiary Guaranty under
the circumstances contemplated by clause (ii), if (A) a Default or Event of
Default has occurred and is continuing,


                                       36
<PAGE>


(B) such Subsidiary Guarantor is to become a borrower under either Credit
Agreement or (C) such release is part of a plan of financing that contemplates
such Subsidiary Guarantor guaranteeing any other Indebtedness of the Company to
banks. Your obligation to release a Subsidiary Guarantor from the Subsidiary
Guaranty is conditioned upon your prior receipt of a certificate from a Senior
Financial Officer of the Company stating that none of the circumstances
described in clauses (A), (B) and (C) above are true.

23.      MISCELLANEOUS.

23.1.    SUCCESSORS AND ASSIGNS.

                  All covenants and other agreements contained in this Agreement
by or on behalf of any of the parties hereto bind and inure to the benefit of
their respective successors and assigns (including any subsequent holder of a
Note) whether so expressed or not.

23.2.    PAYMENTS DUE ON NON-BUSINESS DAYS.

                  Anything in this Agreement or the Notes to the contrary
notwithstanding, any payment of principal of or Make-Whole Amount or interest on
any Note that is due on a date other than a Business Day shall be made on the
next succeeding Business Day without including the additional days elapsed in
the computation of the interest payable on such next succeeding Business Day.

23.3.    SEVERABILITY.

                  Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by law) not invalidate or
render unenforceable such provision in any other jurisdiction.

23.4.    CONSTRUCTION.

                  Each covenant contained herein shall be construed (absent
express provision to the contrary) as being independent of each other covenant
contained herein, so that compliance with any one covenant shall not (absent
such an express contrary provision) be deemed to excuse compliance with any
other covenant. Where any provision herein refers to action to be taken by any
Person, or which such Person is prohibited from taking, such provision shall be
applicable whether such action is taken directly or indirectly by such Person.

23.5.    COUNTERPARTS.

                  This Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which together shall constitute
one instrument. Each counterpart may consist of a number of copies hereof, each
signed by less than all, but together signed by all, of the parties hereto.


                                       37
<PAGE>


23.6.    GOVERNING LAW.

                  This Agreement shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the law of the State
of Illinois excluding choice-of-law principles of the law of such State that
would require the application of the laws of a jurisdiction other than such
State.

23.7.    SPIN-OFF.

                  Anything in this Agreement to the contrary notwithstanding,
nothing in this Agreement shall prohibit the consummation by the Parent of the
Spin-Off, or of any transaction contemplated by the (i) the Agreement and Plan
of Merger dated as of February 3, 2002 by and among the Parent, Cimarex Energy
(formerly known as Helmerich & Payne Exploration and Production Co.), Mountain
Acquisition Co. and Key Production Company, Inc., (ii) the Distribution
Agreement by and between the Company and Cimarex Energy Co., (iii) any agreement
referenced in the agreements referred to in clauses (i) and (ii), or (iv) any
other Disposition of the Oil and Gas Properties or the stock of Cimarex Energy
Co. if the Spin-Off is not consummated.


                                    * * * * *


                                       38
<PAGE>



                  If you are in agreement with the foregoing, please sign the
form of agreement on the accompanying counterpart of this Agreement and return
it to the Company, whereupon the foregoing shall become a binding agreement
between you and the Company.

                                Very truly yours,

                                HELMERICH & PAYNE INTERNATIONAL DRILLING CO.


                                By:        /s/ Steven R. Mackey
                                     -----------------------------------------
                                Name:      Steven R. Mackey
                                       ---------------------------------------
                                Title:     Vice President
                                        --------------------------------------

                                HELMERICH & PAYNE, INC.


                                By:        /s/ Steven R. Mackey
                                     -----------------------------------------
                                Name:      Steven R. Mackey
                                       ---------------------------------------
                                Title:     Vice President
                                        --------------------------------------



                                      S-1
<PAGE>


The foregoing is agreed to as of the date thereof.


JACKSON NATIONAL LIFE INSURANCE COMPANY

By:      PPM America, Inc., as attorney in fact on
         behalf of Jackson National Life Insurance Company


By:          /s/ Chris Raub
     ---------------------------------------
Name:        Chris Raub
       -------------------------------------
Title:       Senior Managing Director
        ------------------------------------



JACKSON NATIONAL LIFE INSURANCE COMPANY
OF NEW YORK

By:      PPM America, Inc., as attorney in fact on
         behalf of Jackson National Life Insurance
         Company of New York


By:          /s/ Chris Raub
     ---------------------------------------
Name:        Chris Raub
       -------------------------------------
Title:       Senior Managing Director
        ------------------------------------



THE PRUDENTIAL ASSURANCE COMPANY
LIMITED

By:      PPM America, Inc., as attorney in fact on
         behalf of The Prudential Assurance Company
         Limited


By:          /s/ Chris Raub
     ---------------------------------------
Name:        Chris Raub
       -------------------------------------
Title:       Senior Managing Director
        ------------------------------------


                                      S-2
<PAGE>



METROPOLITAN LIFE INSURANCE COMPANY


By:               /s/ C. Scott Inslis
     ---------------------------------------
Name:             C. Scott Inslis
       -------------------------------------
Title:            Managing Director
        ------------------------------------



                                      S-3
<PAGE>


THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY


By:        /s/ David A. Barras
     ------------------------------------------------
Name:      David A. Barras
       ----------------------------------------------
Title:     Its Authorized Representative
        ---------------------------------------------


THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY
         for its Group Annuity Separate Account

By:        /s/ David A. Barras
     ------------------------------------------------
Name:      David A. Barras
       ----------------------------------------------
Title:     Its Authorized Representative
        ---------------------------------------------


                                      S-4
<PAGE>



TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA


By:        /s/ Lisa M. Ferraro
     ------------------------------------------------
Name:      Lisa M. Ferraro
       ----------------------------------------------
Title:     Director
        ---------------------------------------------



                                      S-5
<PAGE>


NATIONWIDE LIFE INSURANCE COMPANY


By:             /s/ Mark W. Poeppelman
     ---------------------------------------
Name:           Mark W. Poeppelman
       -------------------------------------
Title:          Associate Vice President
        ------------------------------------


NATIONWIDE LIFE AND ANNUITY INSURANCE
COMPANY


By:             /s/ Mark W. Poeppelman
     ---------------------------------------
Name:           Mark W. Poeppelman
       -------------------------------------
Title:          Associate Vice President
        ------------------------------------


NATIONWIDE MUTUAL INSURANCE COMPANY


By:             /s/ Mark W. Poeppelman
     ---------------------------------------
Name:           Mark W. Poeppelman
       -------------------------------------
Title:          Associate Vice President
        ------------------------------------


NATIONWIDE MUTUAL FIRE INSURANCE COMPANY


By:             /s/ Mark W. Poeppelman
     ---------------------------------------
Name:           Mark W. Poeppelman
       -------------------------------------
Title:          Associate Vice President
        ------------------------------------


AMCO INSURANCE COMPANY


By:             /s/ Mark W. Poeppelman
     ---------------------------------------
Name:           Mark W. Poeppelman
       -------------------------------------
Title:          Associate Vice President
        ------------------------------------


                                      S-6
<PAGE>



GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY


By:               /s/ James G. Lowery
     ------------------------------------------------
Name:             James G. Lowery
       ----------------------------------------------
Title:            Assistant Vice President
        ---------------------------------------------
                  Investments
         --------------------------------------------

By:               /s/ Tad Anderson
     ------------------------------------------------
Name:             Tad Anderson
       ----------------------------------------------
Title:            Manager
        ---------------------------------------------
                  Investments
         --------------------------------------------


LONDON LIFE INSURANCE COMPANY


By:               /s/ Brian Allison
     ------------------------------------------------
Name:             Brian Allison
       ----------------------------------------------
Title:            Authorized Signatory
        ---------------------------------------------

By:               /s/ W.J. Sharman
     ------------------------------------------------
Name:             W.J. Sharman
       ----------------------------------------------
Title:            Authorized Signatory
        ---------------------------------------------


                                      S-7
<PAGE>



JEFFERSON-PILOT LIFE INSURANCE COMPANY


By:               /s/ Robert E. Whalen, II
     ------------------------------------------------
Name:             Robert E. Whalen, II
       ----------------------------------------------
Title:            Vice President
        ---------------------------------------------



JEFFERSON PILOT FINANCIAL INSURANCE COMPANY


By:               /s/ Robert E. Whalen, II
     ------------------------------------------------
Name:             Robert E. Whalen, II
       ----------------------------------------------
Title:            Vice President
        ---------------------------------------------


                                      S-8
<PAGE>



NEW YORK LIFE INSURANCE COMPANY


By:               /s/ Lisa A. Scuderi
     ------------------------------------------------
Name:             Lisa A. Scuderi
       ----------------------------------------------
Title:            Investment Vice President
        ---------------------------------------------


NEW YORK LIFE INSURANCE AND
ANNUITY CORPORATION
By:      New York Life Investment Management LLC,
         Its Investment Manager


By:               /s/ Lisa A. Scuderi
     ------------------------------------------------
Name:             Lisa A. Scuderi
       ----------------------------------------------
Title:            Director
        ---------------------------------------------


                                      S-9
<PAGE>



STATE FARM LIFE INSURANCE COMPANY


By:               /s/ Lyle Triebwasser
     ------------------------------------------------
Name:             Lyle Triebwasser
       ----------------------------------------------
Title:            Senior Investment Officer
        ---------------------------------------------

By:               /s/ Larry Rottunda
     ------------------------------------------------
Name:             Larry Rottunda
       ----------------------------------------------
Title:            Assistant Secretary
        ---------------------------------------------


STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY


By:               /s/ Lyle Triebwasser
     ------------------------------------------------
Name:             Lyle Triebwasser
       ----------------------------------------------
Title:            Senior Investment Officer
        ---------------------------------------------

By:               /s/ Larry Rottunda
     ------------------------------------------------
Name:             Larry Rottunda
       ----------------------------------------------
Title:            Assistant Secretary
        ---------------------------------------------



                                      S-10
<PAGE>


AMERICAN UNITED LIFE INSURANCE COMPANY


By:               /s/ Kent R. Adams
     -------------------------------------------
Name:             Kent R. Adams
       -----------------------------------------
Title:   Vice President, Fixed Income Securities
        ----------------------------------------


PIONEER MUTUAL LIFE INSURANCE COMPANY


By:               /s/ Kent R. Adams
     -------------------------------------------
Name:             Kent R. Adams
       -----------------------------------------
Title:   Vice President, Fixed Income Securities
        ----------------------------------------


THE STATE LIFE INSURANCE COMPANY


By:               /s/ Kent R. Adams
     -------------------------------------------
Name:             Kent R. Adams
       -----------------------------------------
Title:   Vice President, Fixed Income Securities
        ----------------------------------------


                                      S-11
<PAGE>



PHOENIX LIFE INSURANCE COMPANY


By:               /s/ John H. Beers
     ------------------------------------------------
Name:             John H. Beers
       ----------------------------------------------
Title:            Vice President
        ---------------------------------------------



                                      S-12