Exhibit 99-2

Loan Agreement Between Equity Oil Company and Bank One, NA

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EQUITY OIL COMPANY

$75,000,000

Credit Agreement

As of April 12, 2002

The
Lenders Party Hereto

BANK ONE, NA,
as Administrative Agent

BANC ONE CAPITAL MARKETS, INC.
As Lead Arranger and Sole Book Runner

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TABLE OF CONTENTS

|                                         |      |    |                                                                               | Page
|---------------------------------------- | ---- | -- | ----------------------------------------------------------------------------- | ----
|ARTICLE I DEFINITIONS                    |      | 1 
|ARTICLE II CREDITS                       |      | 11
|                                         | 2.1  |    | Commitment.                                                                   |     
|                                         | 2.2  |    | Required Payments: Termination.                                               |     
|                                         | 2.3  |    | Ratable Loans.                                                                |     
|                                         | 2.4  |    | Types of Advances.                                                            |     
|                                         | 2.5  |    | Commitment Fee Reductions in Aggregate Commitment.                            |     
|                                         | 2.6  |    | Minimum Amount of Each Advance.                                               |     
|                                         | 2.7  |    | Optional Principal Payments.                                                  |     
|                                         | 2.8  |    | Method of Selecting Types and Interest Periods for New Advances.              |     
|                                         | 2.9  |    | Conversion and Continuation of Outstanding Advances.                          |     
|                                         | 2.10 |    | Changes in Interest Rate, Etc.                                                |     
|                                         | 2.11 |    | Rates Applicable After Default.                                               |     
|                                         | 2.12 |    | Method of Payment.                                                            |     
|                                         | 2.13 |    | Evidence of Indebtedness.                                                     |     
|                                         | 2.14 |    | Telephonic Notices.                                                           |     
|                                         | 2.15 |    | Interest Payment Dates: Interest and Fee Basis.                               |     
|                                         | 2.16 |    | Notification of Advances, Interest Rates, Payments and Commitment Reductions. |     
|                                         | 2.17 |    | Lending Installations.                                                        |     
|                                         | 2.18 |    | Non-Receipt of Funds by the Agent.                                            |     
|                                         | 2.19 |    | Replacement of Lender.                                                        |     
|                                         | 2.20 |    | Letters of Credit.                                                            |     
|                                         | 2.21 |    | Borrowing Base.                                                               |     
|                                         | 2.22 |    | Arrangement and Agency Fees.                                                  |     
|                                         | 2.23 |    | Limitation of Interest.                                                       |     
|                                         | 2.24 |    | Interest Act (Canada).                                                        |     
|ARTICLE III YIELD PROTECTION; TAXES      |      | 22
|                                         | 3.1  |    | Yield Protection.                                                             |     
|                                         | 3.2  |    | Changes in Capital Adequacy Regulations.                                      |     
|                                         | 3.3  |    | Availability of Types of Advances.                                            |     
|                                         | 3.4  |    | Funding Indemnification.                                                      |     
|                                         | 3.5  |    | Taxes.                                                                        |     
|                                         | 3.6  |    | Lender Statements: Survival of Indemnity.                                     |     
|ARTICLE IV CONDITIONS PRECEDENT          |      | 25
|                                         | 4.1  |    | Initial Credit Extension.                                                     |     
|                                         | 4.2  |    | Each Credit Extension.                                                        |     
|ARTICLE V REPRESENTATIONS AND WARRANTIES |      | 27
|                                         | 5.1  |    | Existence and Standing.                                                       |     
|                                         | 5.2  |    | Authorization and Validity.                                                   |     
|                                         | 5.3  |    | No Conflict Government Consent.                                               |     
|                                         | 5.4  |    | Financial Statements.                                                         |     
|                                         | 5.5  |    | Material Adverse Change.                                                      |     
|                                         | 5.6  |    | Taxes.                                                                        |     

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|                                                             | 5.7  |    | Litigation and Contingent Obligations.                                   |  | 28
|------------------------------------------------------------ | ---- | -- | ------------------------------------------------------------------------ |  | --
|                                                             | 5.8  |    | Subsidiaries.                                                            |  | 28
|                                                             | 5.9  |    | ERISA.                                                                   |  | 28
|                                                             | 5.10 |    | Accuracy of Information.                                                 |  | 28
|                                                             | 5.11 |    | Regulation U.                                                            |  | 28
|                                                             | 5.12 |    | Material Agreements.                                                     |  | 28
|                                                             | 5.13 |    | Compliance With Laws.                                                    |  | 28
|                                                             | 5.14 |    | Ownership of Properties.                                                 |  | 28
|                                                             | 5.15 |    | Plan Assets Prohibited Transactions.                                     |  | 29
|                                                             | 5.16 |    | Environmental Matters.                                                   |  | 29
|                                                             | 5.17 |    | Investment Company Act.                                                  |  | 29
|                                                             | 5.18 |    | Public Utility Holding Company Act.                                      |  | 29
|                                                             | 5.19 |    | Post-Retirement Benefits.                                                |  | 29
|                                                             | 5.20 |    | Insurance.                                                               |  | 29
|                                                             | 5.21 |    | Solvency.                                                                |  | 29
|                                                             | 5.22 |    | Concerning the Mortgaged Properties.                                     |  | 30
|                                                             | 5.23 |    | Continuation of Representations and Warranties.                          |  | 30
|ARTICLE VI COVENANTS                                         |      | 30
|                                                             | 6.1  |    | Financial Reporting and Other Information.                               |  | 30
|                                                             | 6.2  |    | Use of Proceeds.                                                         |  | 31
|                                                             | 6.3  |    | Notice of Default.                                                       |  | 31
|                                                             | 6.4  |    | Conduct of Business.                                                     |  | 31
|                                                             | 6.5  |    | Taxes.                                                                   |  | 32
|                                                             | 6.6  |    | Insurance.                                                               |  | 32
|                                                             | 6.7  |    | Compliance with Laws.                                                    |  | 32
|                                                             | 6.8  |    | Maintenance of Properties.                                               |  | 32
|                                                             | 6.9  |    | Inspection.                                                              |  | 32
|                                                             | 6.10 |    | Dividends.                                                               |  | 32
|                                                             | 6.11 |    | Indebtedness.                                                            |  | 32
|                                                             | 6.12 |    | Merger.                                                                  |  | 33
|                                                             | 6.13 |    | Sale of Assets.                                                          |  | 33
|                                                             | 6.14 |    | Investments and Acquisitions.                                            |  | 33
|                                                             | 6.15 |    | Liens.                                                                   |  | 33
|                                                             | 6.16 |    | Affiliates.                                                              |  | 34
|                                                             | 6.17 |    | Subordinated Indebtedness.                                               |  | 34
|                                                             | 6.18 |    | Operating Leases.                                                        |  | 34
|                                                             | 6.19 |    | Sale and Leaseback Transactions and other Off-Balance Sheet Liabilities. |  | 34
|                                                             | 6.20 |    | Contingent Obligations.                                                  |  | 34
|                                                             | 6.21 |    | Financial Contracts.                                                     |  | 34
|                                                             | 6.22 |    | Extensions of Credit.                                                    |  | 34
|                                                             | 6.23 |    | Financial Covenants.                                                     |  | 34
|                                                             | 6.24 |    | Limitation on Ownership of Canadian Reserves                             |  | 35
|                                                             | 6.25 |    | Limitation on Deductions for Canadian Income Taxes.                      |  | 35
|                                                             | 6.26 |    | Concerning the Mortgaged Properties.                                     |  | 35
|ARTICLE VII DEFAULTS                                         |      | 35
|ARTICLE VIII ACCELERATIONS, WAIVERS, AMENDMENTS AND REMEDIES |      | 37
|                                                             | 8.1  |    | Acceleration.                                                            |  | 37

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|                                                             | 8.2   |    | Amendments.                                             |  | 37
|------------------------------------------------------------ | ----- | -- | ------------------------------------------------------- |  | --
|                                                             | 8.3   |    | Preservation of Rights.                                 |  | 38
|ARTICLE IX GENERAL PROVISIONS                                |       | 38
|                                                             | 9.1   |    | Survival of Representations.                            |  | 38
|                                                             | 9.2   |    | Governmental Regulation.                                |  | 38
|                                                             | 9.3   |    | Headings.                                               |  | 38
|                                                             | 9.4   |    | Entire Agreement.                                       |  | 38
|                                                             | 9.5   |    | Several Obligations: Benefits of this Agreement.        |  | 38
|                                                             | 9.6   |    | Expenses Indemnification.                               |  | 38
|                                                             | 9.7   |    | Numbers of Documents.                                   |  | 39
|                                                             | 9.8   |    | Accounting.                                             |  | 39
|                                                             | 9.9   |    | Severability of Provisions.                             |  | 39
|                                                             | 9.10  |    | Nonliability of Lenders.                                |  | 39
|                                                             | 9.11  |    | Confidentiality.                                        |  | 40
|                                                             | 9.12  |    | Nonreliance.                                            |  | 40
|                                                             | 9.13  |    | Disclosure.                                             |  | 40
|ARTICLE X THE AGENT                                          |       | 40
|                                                             | 10.1  |    | Appointment Nature of Relationship.                     |  | 40
|                                                             | 10.2  |    | Powers.                                                 |  | 40
|                                                             | 10.3  |    | General Immunity.                                       |  | 40
|                                                             | 10.4  |    | No Responsibility for Loans, Recitals, etc.             |  | 41
|                                                             | 10.5  |    | Action on Instructions of Lenders.                      |  | 41
|                                                             | 10.6  |    | Employment of Agents and Counsel.                       |  | 41
|                                                             | 10.7  |    | Reliance on Documents, Counsel.                         |  | 41
|                                                             | 10.8  |    | Agents Reimbursement and Indemnification.               |  | 41
|                                                             | 10.9  |    | Notice of Default.                                      |  | 42
|                                                             | 10.10 |    | Rights as a Lender.                                     |  | 42
|                                                             | 10.11 |    | Lender Credit Decision.                                 |  | 42
|                                                             | 10.12 |    | Successor Agent.                                        |  | 42
|                                                             | 10.13 |    | Agent's Fee.                                            |  | 43
|                                                             | 10.14 |    | Delegation to Affiliates.                               |  | 43
|                                                             | 10.15 |    | Execution of Loan Documents.                            |  | 43
|                                                             | 10.16 |    | Collateral Releases.                                    |  | 43
|                                                             | 10.17 |    | Co-Agents, Documentation Agent, Syndication Agent. Etc. |  | 43
|ARTICLE XI SET OFF: RATABLE PAYMENTS                         |       | 44
|                                                             | 11.1  |    | Setoff.                                                 |  | 44
|                                                             | 11.2  |    | Ratable Payments.                                       |  | 44
|ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENT; PARTICIPATIONS |       | 44
|                                                             | 12.1  |    | Successors and Assigns.                                 |  | 44
|                                                             | 12.2  |    | Participations.                                         |  | 44
|                                                             | 12.3  |    | Assignments.                                            |  | 45
|                                                             | 12.4  |    | Dissemination of Information.                           |  | 45
|                                                             | 12.5  |    | Tax Treatment.                                          |  | 45

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|ARTICLE XIII NOTICES                                                    |      | 46
|----------------------------------------------------------------------- | ---- | --
|                                                                        | 13.1 |   
|                                                                        | 13.2 |   
|ARTICLE XIV COUNTERPARTS                                                |      | 46
|ARTICLE XV CHOICE OF LAW: CONSENT TO JURISDICTION: WAIVER OF JURY TRIAL |      | 46
|                                                                        | 15.1 |   
|                                                                        | 15.2 |   
|ARTICLE XVI NOTICE OF FINAL AGREEMENT                                   |      | 47

LIST
OF EXHIBITS AND SCHEDULES

Exhibit AForm
of Opinion of Counsel
Exhibit BForm of Compliance Certificate
Exhibit CForm of Assignment Agreement
Exhibit DLoan/Credit Related Money Transfer Instructions
Exhibit EForm of Note
Exhibit FAffidavit of Payment of Trade Bills
Exhibit GProperty Certificate
Schedule 1List of Subsidiaries and Other Investments
Schedule 2List of Indebtedness and Other Liens

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CREDIT AGREEMENT

CREDIT AGREEMENT, dated as of April 12, 2002, is amongEQUITY OIL COMPANY, the Lenders and BANK ONE, NA,a national banking association having its principal office in Chicago, Illinois, as Agent. The parties hereto agree as follows:

ARTICLE IDEFINITIONS

As used in this Agreement:

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

"Advance"means a borrowing hereunder, (i) made by the Lenders on the same Borrowing Date, or (ii) converted or continued by
the Lenders on the same date of conversion or continuation, consisting, in either case, of the aggregate amount of the several Loans of the same Type and, in the case of Eurodollar Loans, for the same
Interest Period.

"Affidavit of Payment of Trade Bills"is defined in Section 4.1(x).

"Affiliate"of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such
Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of
the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by
contract or otherwise.

"Agent"means Bank One, in its capacity as contractual representative of the Lenders pursuant to Article X, and not in its
individual capacity as a Lender, and any successor Agent appointed pursuant to Article X.

"Aggregate Commitments"means the aggregate of the Commitments of all the Lenders, as reduced from time to time pursuant to the terms
hereof.

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

"Agreement Accounting Principles"means generally accepted accounting principles as in effect from time to time, applied in a manner
consistent with that used in preparing the financial statements referred to in Section 5.4.

"Alternate Base Rate"means, for any day, a rate of interest per annum equal to the higher of (i) the prime rate of interest
announced from time to time by Bank One, or its parent (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes, and (ii) the sum of the
Federal Funds Effective Rate most recently determined by the Agent plus 1/2% per annum.

"Applicable Fee Rate"means, at any time, the percentage rate per annum at which Commitment fees are accruing on the unused portion of the
Borrowing Base at such time as set forth in the Pricing Schedule.

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"Applicable Margin"means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such
time with respect to Advances of such Type as set forth in the Pricing Schedule.

"Arranger"means Banc One Capital Markets, Inc., a Delaware corporation, in its capacity as sole lead arranger and sole book
runner.

"Article"means an article of this Agreement unless another document is specifically referenced.

"Authorized Officer"means any of the President, any Vice President, the Treasurer, the Chief Financial Officer, the Chief Operating
Officer, or any corporate officer of the Borrower, acting singly.

"Bank One"means Bank One, NA, having is principal office in Chicago, Illinois, in its individual capacity, and its successors.

"Borrower"means Equity Oil Company, a Colorado Corporation, and its successors and assigns.

"Borrowing Base"is defined in Section 2.21.1.

"Borrowing Date"means a date on which a Credit Extension is made hereunder.

"Borrowing Notice"is defined in Section 2.8.

"Business Day"means (i) with respect to any borrowing, payment or rate selection of Eurodollar Advances, a day (other than a
Saturday or Sunday) on which banks generally are open in Dallas and New York for the conduct of substantially all of their commercial lending activities, interbank wire transfers can be made on the
Fedwire system and dealings in United States dollars are carried on in the London interbank market and (ii) for all other purposes, a day (other than a Saturday or Sunday) on which banks
generally are open in Dallas for the conduct of substantially all of their commercial lending activities and interbank wire transfers can be made on the Fedwire system.

"Canadian Collateral Security Documents"mean all of the following collateral security documents executed for the purpose of creating a
lien in the Borrower's Mineral Interests in those Mortgaged Properties which are located in Canada: (a) Deed of Trust and Mortgage between Borrower and Montreal Trust Company of Canada
("Montreal Trust") dated March 21, 1995; (b) First Supplemental Trust Deed between Borrower and Montreal Trust dated September 9,
1999; (c) Demand Debenture in the principal amount of U.S. $30,000,000 issued by the Borrower dated April 12, 2002; (d) Demand Debenture in the principal amount of U.S.
$70,000,000 issued by the Borrower dated April 12, 2002; (e) Debenture Pledge Agreement providing for the pledge of Secured Demand Debentures in the aggregate principal amount of U.S.
$100,000,000 to the Agent executed by the Borrower April 12, 2002; and (f) all other debentures, debenture transfer agreements, debenture pledges, trust deeds, supplemental trust deeds,
assignments, requests, receipts, registrations, and security notices executed in connection therewith.

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

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

"Cash Equivalent Investments"means (i) short-term obligations of, or fully guaranteed by, the United States of
America, (ii) commercial paper rated A-l or better by S&P or P-l or better by Moody's, (iii) demand deposit accounts maintained in the ordinary course of
business, and (iv) certificates of deposit issued by and time deposits with commercial banks (whether domestic or foreign) having capital and surplus in excess of $100,000,000; provided in each
case that the same

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provides for payment of both principal and interest (and not principal alone or interest alone) and is not subject to any contingency regarding the payment of principal or interest.

"Change in Control"means (i) the acquisition of more than fifty percent (50%) of the outstanding voting stock of the Borrower by
any Person or group of Persons acting in concert or (ii) the acquisition of more than ten percent (10%) of the outstanding voting stock of the Borrower by any Person or group of Persons acting
in concert if any time following such acquisition of ten percent (10%) or more of the Borrower outstanding voting stock more than fifty percent (50%) of the Persons serving on the board of directors
of the Borrower are Persons proposed directly or indirectly by the Persons or group of Persons acting in concert who have acquired such ten percent (10%) or more of the Borrower's outstanding voting
stock.

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

"Commitment"means, for each Lender, the obligation of such Lender to make Loans and to purchase its Pro Rata Share of participations in
the total LC Exposure, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite its signature below or as set forth in any Notice of Assignment relating
to any assignment that has become effective pursuant to Section 12.3.2, as such amount may be modified from time to time pursuant to the terms hereof.

"Consolidated EBITDA"means Consolidated Net Incomeplus, to the extent deducted from
revenues in determining Consolidated Net Income, (i) Consolidated Interest Expenses, (ii) expense for taxes paid or accrued, (iii) depreciation, (iv) amortization, and
(v) extraordinary losses incurred other than in the
ordinary course of business,minus, to the extent included in Consolidated Net Income, extraordinary gains realized other than in the ordinary course of
business, all calculated for the Borrower and its Subsidiaries on a consolidated basis.

"Consolidated Funded Indebtedness"means at any time the aggregate dollar amount of Consolidated Indebtedness which has actually been
funded and is outstanding at such time, whether or not such amount is due or payable at such time.

"Consolidated Indebtedness"means at any time the Indebtedness of the Borrower and its Subsidiaries calculated on a consolidated basis as
of such time, excluding liabilities required to be included as balance sheet liabilities as a result of the application of FASB Statement 133.

"Consolidated Interest Expense"means, with reference to any period, the interest expense of the Borrower and its Subsidiaries calculated
on a consolidated basis for such period.

"Consolidated Net Income"means, with reference to any period, the net income (or loss) of the Borrower and its Subsidiaries calculated on
a consolidated basis for such period excluding (i) any non-cash gains or losses as a result of the application of FASB Statement 133, and (ii) the effect of ceiling test
write downs or impairment tests as a result of the application of FASB Statement 144.

"Consolidated Tangible Net Worth"means at any time the sum of the excess of total assets over total liabilities, total assets and total
liabilities each being determined on a consolidated basis in accordance with Agreement Accounting Principles consistent with those applied in the preparation of the financial statements referred to in
Section 5.4, excluding however, from the determination of total assets all assets which would be classified as intangible assets under tax basis principles, including without limitation, good
will, patents, trademarks, trade names, copyrights and franchises.

"Contingent Obligation"of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses,
contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net
worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without

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limitation, any comfort letter, operating agreement, take-or-pay contract or the obligations of any such Person as general partner of a partnership with respect to the
liabilities of the partnership.

"Conversion/Continuation Notice"is defined in Section 2.9.

"Controlled Group"means all members of a controlled group of corporations or other business entities and all trades or businesses
(whether or not incorporated) under common control which, together with the Borrower or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code.

"Credit Extension"means the making of an Advance or the issuance of a Letter of Credit hereunder.

"Current Assets"mean the total of the Borrower's consolidated current assets determined in accordance with Agreement Accounting
Principles, including the undrawn amount available to be borrowed under this Agreement, and excluding intercompany receivables due from Affiliates, less any amount required to be included in Current
Assets as a result of the application of FASB Statement 133.

"Current Liabilities"mean the total of the Borrower's consolidated current obligations as determined in accordance with Agreement
Counting Principles, excluding therefrom (i) current maturities due on the Obligations, and (ii) intercompany payables due to Affiliates, excluding therefrom any amount to be included in
Current Liabilities as a result of the application of FASB Statement 133.

"Default"means an event described in Article VII.

"Determination Date"is defined in Section 2.21.2.

"Engineered Value"means future net revenues discounted at the discount rate used by the Agent as of the date of any such determination
and utilizing the pricing parameters of the Agent then in effect as of the date of any such determination.

"Environmental Laws"means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances,
rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to (i) the protection of the
environment, (ii) the effect of the environment on human health, (iii) emissions, discharges or releases of pollutants, contaminants, hazardous substances or wastes into surface water,
ground water or land, or (iv) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous substances or wastes or
the clean-up or other remediation thereof.

"ERISA"means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued
thereunder.

"Eurodollar Advance"means an Advance which, except as otherwise provided in Section 2.11, bears interest at the applicable
Eurodollar Rate.

"Eurodollar Base Rate"means, with respect to a Eurodollar Advance for the relevant Interest Period, (a) the applicable British
Bankers' Association LIBOR rate for deposits in U.S. dollars reported by any generally recognized financial information service as of 11:00 a.m. (London time) two Business Days prior to the
first day of the applicable Interest Period and having a maturity equal to such Interest Period, or (b) if the rate referenced in the preceding subsection (a) shall cease to be
available, then the rate determined by the Agent to be the rate at which Bank One or one of its affiliate banks, offers to place deposits in U.S. dollars with first-class banks in the London interbank
market at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, in the approximate amount of Bank One's relevant Eurodollar Loan and having a
maturity equal to such Interest Period.

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"Eurodollar Loan"means a Loan which, except as otherwise provided in Section 2.11, bears interest at the applicable Eurodollar
Rate.

"Eurodollar Rate"means, with respect to a Eurodollar Advance for the relevant Interest Period, the sum of (i) the quotient of
(a) the Eurodollar Base Rate applicable to such Interest Period, divided by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period, plus
(ii) the Applicable Margin.

"Excluded Taxes"means, in the case of each Lender or applicable Lending Installation and the Agent, taxes imposed on its overall net
income, and franchise taxes imposed on it, by (i) the jurisdiction under the laws of which such Lender or the Agent is incorporated or organized or (ii) the jurisdiction in which the
Agent's or such Lender's principal executive office or such Lender's applicable Lending Installation is located.

"Exhibit"refers to an exhibit to this Agreement, unless another document is specifically referenced.

"Facility Termination Date"means April 12, 2005.

"Federal Funds Effective Rate"means, for any day, an interest rate per annum equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10:00 a.m. (Dallas time) on such day on such transactions received
by the Agent from three Federal funds brokers of recognized standing selected by the Agent in its sole discretion.

"Financial Contract"of a Person means (i) any exchange-traded or over-the-counter futures, forward, swap
or option contract or other financial instrument with similar characteristics, (ii) any Pre-Approved Contract.

"Floating Rate"means, for any day, a rate per annum equal to (i) the Alternate Base Rate for such day plus (ii) the
Applicable Margin, in each case changing when and as the Alternate Base Rate changes.

"Floating Rate Advance"means an Advance which, except as otherwise provided in Section 2.11, bears interest at the Floating Rate.

"Floating Rate Loan"means a Loan which, except as otherwise provided in Section 2.11, bears interest at the Floating Rate.

"Guarantor"means any Person which subsequently guaranties the payment and performance of the Obligations.

"Guaranty"means a guaranty of the Obligations in form and substance satisfactory to the Agent executed by a Guarantor in favor of the
Agent, for the ratable benefit of the Lenders, as it may be amended or modified and in effect from time to time.

"Indebtedness"of a Person means such Person's (i) obligations for borrowed money, (ii) obligations representing the
deferred purchase price of Property or services (other than accounts payable arising in the ordinary course of such Person's business payable on terms customary in the trade),
(iii) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from Property now or hereafter owned or acquired by such Person, (iv) obligations
which are evidenced by notes, acceptances, or other instruments, (v) obligations of such Person to purchase securities or other Property arising out of or in connection with the sale of the
same or substantially similar securities or Property, (vi) Capitalized Lease Obligations, (vii) Contingent Obligations,

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(viii) Letters of Credit, (ix) net Mark-to-Market Exposure under Rate Management Transactions and other Financial Contracts,
(x) Off-Balance-Sheet Liabilities, (xi) Operating Lease Obligations, (xii) Rate
Management Obligations (xiii) Sale and Leaseback Transactions, (xiv) synthetic leases, and (xv) any other obligation for borrowed money or other financial accommodation which in
accordance with Agreement Accounting Principles would be shown as a liability on the consolidated balance sheet of such Person.

"Interest Period"means, with respect to a Eurodollar Advance, a period of one, two or three months commencing on a Business Day selected
by the Borrower pursuant to this Agreement. Such Interest Period shall end on the day which corresponds numerically to such date one, two or three months thereafter, provided, however, that if there
is no such numerically corresponding day in such next, second or third succeeding month, such Interest Period shall end on the last Business Day of such next, second or third succeeding month. If an
Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day, provided, however, that if said next succeeding Business
Day falls in a new calendar month, such Interest Period shall end on the immediately preceding Business Day.

"Investment"of a Person means any loan, advance (other than commission, travel and similar advances to officers and employees made in the
ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business on terms customary in the trade) or contribution of capital by such Person;
stocks, bonds, mutual funds, partnership interests, notes, debentures or other securities owned by such Person; any deposit accounts and certificate of deposit owned by such Person; and structured
notes, derivative financial instruments and other similar instruments or contracts owned by such Person.

"LC Availability Period"means the period of time from and including the date hereof to but excluding the earlier of (a) the date
that is five (5) Business Days prior to the Facility Termination Date, and (b) the date of termination of the Commitments.

"LC Disbursement"means a payment made by the LC Issuer pursuant to a Letter of Credit.

"LC Exposure"means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus(b) the aggregate
amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC
Exposure of any Lender at any time shall be its Pro Rata Share of the total LC Exposure at such time.

"LC Issuer"means Bank One, in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided
in Section 2.20.9. The LC Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the LC Issuer in which case the term "LC Issuer" shall include
any Affiliate with respect to Letters of Credit issued by such Affiliate.

"Lenders"means the lending institutions listed on the signature pages of this Agreement and their respective successors and assigns.

"Lending Installation"means, with respect to a Lender or the Agent, the office, branch, subsidiary or affiliate of such Lender or the
Agent listed on the signature pages hereof or on a Schedule or otherwise selected by such Lender or the Agent pursuant to Section 2.17.

"Letter of Credit"means any letter of credit issued pursuant to this Agreement.

"Lien"means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale,
Capitalized Lease or other title retention agreement).

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"Loan"means, with respect to a Lender, such Lender's loans made pursuant to Article II (or any conversion or continuation
thereof).

"Loan Documents"means this Agreement, the Notes, the Guaranty, the Oil and Gas Mortgage, the Mortgage Amendments, the Affidavit of
Payment of Trade Bills, the Property Certificate, the Section 26.02 Notice, the Canadian Collateral Security Documents, applications for Letters of Credit, and all other documents, instruments,
guarantees, security agreements, deeds of trust, pledge agreements, certificates and agreements executed and/or delivered by the Borrower or any Guarantor or any third party in connection with any
Credit Extension.

"Material Adverse Effect"means a material adverse effect on (i) the business, Property, condition (financial or otherwise),
results of operations, or prospects of the Borrower and its Subsidiaries taken as a whole, (ii) the ability of the Borrower to perform its obligations under the Loan Documents to which it is a
party, or (iii) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Agent, the Canadian trustee, or the Lenders thereunder.

"Material Indebtedness"is defined in Section 7.5.

"Mineral Interests"means (a) all present and future interests and estates existing under an oil and gas leases including without
limitation working interests, royalties, over-riding royalties, production payments and net profits interests, (b) all present and future rights in mineral fee interests and rights
therein, including without limitation, any reversionary or carried interests relating thereto, (c) all rights, titles and interests created by or arising under the terms of all present and
future unitization,
communitization, and pooling arrangements (and all properties covered and units created thereby) whether arising by contract or operation of law which now or hereafter include all or any part of the
foregoing, and (d) all rights, remedies, powers and privileges with respect to all of the foregoing.

"Moody's"means Moody's Investors Service, Inc.

"Mortgage Amendment"is defined in Section 4.1(xv).

"Mortgaged Properties"means all present and future Mineral Interests of the Borrower in all oil and gas properties in which the Borrower
has granted, or does hereafter grant, to the Agent, as collateral agent for the Lenders, or the Canadian trustee, a mortgage or Lien. The Mortgaged Properties shall include, without limitation, the
Yolo County Properties, and all oil and gas properties in which the Borrower has granted a lien in favor of Bank One in its individual capacity, which properties shall be mortgaged to the Agent as per
Section 4.1(xv) hereof.

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

"Net Mark-to-Market Exposure"of a Person means, as of any date of determination, the excess (if any) of all
unrealized losses over all unrealized profits of such Person arising from Rate Management Transactions. "Unrealized losses" means the fair market value of the cost to such Person of replacing such
Rate Management Transaction as of the date of determination (assuming the Rate Management Transaction were to be terminated as of that date), and "unrealized profits" means the fair market value of
the gain to such Person of replacing such Rate Management Transaction as of the date of determination (assuming such Rate Management Transaction were to be terminated as of that date).

"Non-U.S. Lender"is defined in Section 3.5(iv).

"Note"means the promissory notes issued pursuant to Section 2.13 in the form of Exhibit E.

"Notice of Assignment"is defined in Section 12.3.2.

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"Obligations"means (i) all unpaid principal of and accrued and unpaid interest on the Loans, (ii) all LC Exposure of all
Lenders, (iii) all Rate Management Obligations owing to one or more Lenders, and (iv) all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of
the Borrower to the Lenders or to any Lender, the Agent, the LC Issuer or any indemnified party arising under the Loan Documents.

"Off-Balance Sheet Liability"of a Person means (i) any repurchase obligation or liability of such Person with respect
to accounts or notes receivable sold by such Person, (ii) any liability under any Sale and Leaseback Transaction which is not a Capitalized Lease, (iii) any liability under any
so-called "synthetic lease" transaction entered into by such Person, or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or
takes the place of borrowing but which does not constitute a liability on the balance sheets of such Person, but excluding from this clause (iv) Operating Leases.

"Oil and Gas Mortgage"is defined in Section 4.1(xiv).

"Operating Lease"of a Person means any lease of Property (other than a Capitalized Lease) by such Person as lessee which has an original
term (including any required renewals and any renewals effective at the option of the lessor) of one year or more.

"Operating Lease Obligations"means, as at any date of determination, the amount obtained by aggregating the present values, determined in
the case of each particular Operating Lease by applying a discount rate (which discount rate shall equal the discount rate which would be applied under Agreement Accounting Principles if such
Operating Lease were a Capitalized Lease) from the date on which each fixed lease payment is due under such Operating Lease to such date of determination, of all fixed lease payments due under all
Operating Leases of the Borrower and its Subsidiaries.

"Other Taxes"is defined in Section 3.5(ii).

"Participants"is defined in Section 12.2.1.

"Payment Date"means the last day of each month.

"PBGC"means the Pension Benefit Guaranty Corporation, or any successor thereto.

"Person"means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise,
trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.

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

"Pre-Approved Contracts"as used herein shall mean any contracts or agreements entered into in connection with any Rate
Management Transaction which (i) are in existence on the initial Borrowing Date, or (ii) for such contracts or agreements entered into after the initial Borrowing Date, that are designed
to hedge, provide a price floor for, or swap crude oil or natural gas or otherwise sell up to (A) 75% of the Borrower's anticipated production from proved, developed producing reserves of crude
oil, and/or (B) 75% of the Borrower's anticipated production from proved, developed producing reserves of natural gas, during the period from the immediately preceding settlement date (or the
commencement of the term of such hedge transactions if there is no prior settlement date) to such settlement date; (iii) are interest rate hedges in aggregate notional amount of not more than
one hundred percent (100%) of the Consolidated Funded Debt of the Borrower projected to be outstanding for the period covered by any such hedge, (iv) have a maturity of thirty-six
(36) months or less, and (v) with counterparties to the hedging agreement which are approved by the Agent.

"Pricing Schedule"means the Schedule attached hereto identified as such.

"Pro Rata Share"means, with respect to any Lender, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments
represented by such Lender's Commitment.

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"Property"of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets
owned, leased or operated by such Person.

"Property Certificate"is defined in Section 4.1(xi).

"Purchasers"is defined in Section 12.3. 1.

"Rate Management Transaction"means any transaction (including an agreement with respect thereto) now existing or hereafter entered into
between the Borrower and a counterparty acceptable to the Agent which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or
equity index option, bond option, interest rate option, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction
(including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other
financial measures.

"Rate Management Obligations"of a Person means any and all obligations of such Person, whether absolute or contingent and howsoever and
whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (i) any and all Rate Management Transactions,
and (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Rate Management Transactions.

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

"Regulation U"means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any
successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by banks for the purpose of purchasing or carrying margin stocks applicable to
member banks of the Federal Reserve System.

"Reportable Event"means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section, with
respect to a Plan, excluding, however, such events as to which the PBGC has by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the
occurrence of such event, provided, however, that a failure to meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event
regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 4 12(d) of the Code.

"Reports"is defined in Section 9.6.

"Required Lenders"means Lenders in the aggregate having at least 662/3% of the Aggregate Commitment or, if the Aggregate
Commitment has been terminated, Lenders in the aggregate holding at least 662/3% of the aggregate unpaid principal amount of the aggregate outstanding Revolving Exposure.

"Reserve Report"means a report in form and substance satisfactory to the Agent prepared by the Borrower's in-house engineers
and audited by an independent petroleum consulting firm acceptable to the Agent evaluating the oil and gas reserves attributable to the Mineral Interests of the Borrower in all of its oil and gas
properties as of each January 1 and which shall, among other things, (a) identify the wells covered thereby, (b) specify such engineers' opinions with respect to the total volume
of reserves (the "available reserves") of hydrocarbons (using the terms or categories "proved developed producing reserves," "proved developed nonproducing reserves" and "proved undeveloped reserves")
which the Borrower has advised such engineers that the Borrower has the right to produce for its own account, (c) set forth such engineers' opinions with respect to the projected future cash
proceeds from

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the available reserves, discounted for present value at a rate acceptable to the Agent, for each calendar year or portion thereof after the date of such findings and data, (d) set forth such
engineers' opinions with respect to the projected future rate of production of the available reserves, (e) contain such other information as requested by the Agent with respect to the projected
rate of production, gross revenues, operating expenses, taxes, capital costs, net revenues and present value of future net revenues attributable to such reserves and production therefrom, and
(f) contain a statement of the price and escalation parameters, procedures and assumptions upon which such determinations were based.

"Reserve Requirement"means, with respect to an Interest Period, the maximum aggregate reserve requirement (including all basic,
supplemental, marginal and other reserves) which is imposed under Regulation D on Eurocurrency liabilities.

"Response Date"is defined in Section 2.19.

"Revolving Exposure"means, with respect to any Lender, at any time, the sum of the outstanding principal amount of such Lender's Advances
and its LC Exposure at such time.

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

"Sale and Leaseback Transaction"means any sale or other transfer of Property by any Person with the intent to lease such Property as
lessee.

"Schedule"refers to a specific schedule to this Agreement, unless another document is specifically referenced.

"Section"means a numbered section of this Agreement, unless another document is specifically referenced.

"Section 26.02 Notice"is defined in Section 4.1(xiii).

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

"Subordinated Indebtedness"of a Person means any Indebtedness of such Person the payment of which is subordinated to payment of the
Obligations to the written satisfaction of the Required Lenders.

"Subsidiary"of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of
which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any
partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be
so owned or controlled. Unless otherwise expressly provided, all references herein to a "Subsidiary" shall mean a Subsidiary of the Borrower.

"Substantial Portion"means, with respect to the Property of the Borrower and its Subsidiaries, Property which (i) represents more
than 10% of the consolidated assets of the Borrower and its Subsidiaries as would be shown in the consolidated financial statements of the Borrower and its Subsidiaries as at the beginning of the
twelve-month period ending with the month in which such determination is made, or (ii) is responsible for more than 10% of the consolidated net sales or of the consolidated net income of the
Borrower and its Subsidiaries as reflected in the financial statements referred to in clause (i) above.

"Taxes"means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all
liabilities with respect to the foregoing, but excluding Excluded Taxes.

"Transferee"is defined in Section 12.4.

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"Type"means, with respect to any Advance, its nature as a Floating Rate Advance or a Eurodollar Advance.

"Unfunded Liabilities"means the amount (if any) by which the present value of all vested and unvested accrued benefits under all Single
Employer Plans exceeds the fair market value of all such Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plans using PBGC actuarial
assumptions for single employer plan terminations.

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

"Wholly-Owned Subsidiary"of a Person means (i) any Subsidiary all of the outstanding voting securities of which shall at the time
be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person, or
(ii) any partnership, limited liability company, association, joint venture or similar business organization 100% of the ownership interests having ordinary voting power of which shall at the
time be so owned or controlled.

"Yolo County Properties"is defined in Section 4.1(ix).

The
foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

ARTICLE IICREDITS

2.1Commitment.    From and including the date of this Agreement and prior to the Facility
Termination Date, each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Loans to the Borrower and to participate in Letters of Credit issued upon request of
the Borrower from time to time in amounts not to exceed in the aggregate at any one time outstanding the amount of its Commitment;providedthat
(1) the Revolving Exposure of such Lender shall not exceed the lesser of (i) the amount of its Commitment, or (ii) its Pro Rata Share of the Borrowing Base, and (2) the
aggregate outstanding Revolving Exposure of all Lenders shall not at any time exceed the lesser of (i) the Aggregate Commitments of all Lenders, or (ii) the Borrowing Base. Subject to
the terms of this Agreement, the Borrower may borrow, repay and reborrow at any time prior to the Facility Termination Date. The Commitments to lend hereunder shall expire on the Facility Termination
Date. The LC Issuer will issue Letters of Credit hereunder on the terms and conditions set forth in Section 2.20.

2.2Required Payments: Termination.    The aggregate outstanding Revolving Exposure and all
other unpaid Obligations shall be paid in full by the Borrower on the Facility Termination Date.

2.3Ratable Loans.    Each Advance hereunder shall consist of Loans made from the several
Lenders ratably in proportion to the ratio that their respective Commitments bear to the Aggregate Commitment.

2.4Types of Advances.    The Advances may be Floating Rate Advances or Eurodollar
Advances, or a combination thereof, selected by the Borrower in accordance with Sections 2.8 and 2.9.

2.5Commitment Fee Reductions in Aggregate Commitment.    The Borrower agrees to pay to the
Agent for the account of each Lender a commitment fee at a per annum rate equal to the Applicable Fee Rate on the daily unused portion of such Lender's Commitment from the date hereof to and including
the Facility Termination Date, payable on each Payment Date hereafter and on the Facility Termination Date. The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably
among the Lenders in integral multiples of upon at least five Business Days' written notice to the Agent, which notice shall specify the amount of any such reduction, provided, however, that the

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amount of the Aggregate Commitment may not be reduced below the aggregate principal amount of the aggregate outstanding Revolving Exposure. All accrued commitment fees shall be payable on the
effective date of any termination of the obligations of the Lenders to make Loans hereunder.

2.6Minimum Amount of Each Advance.    Each Eurodollar Advance shall be in the minimum
amount of $1,000,000 (and in multiples of $500,000 if in excess thereof), and each Floating Rate Advance shall be in the minimum amount of $1,000,000 (and in multiples of $100,000 if in excess
thereof), provided, however, that any Floating Rate Advance may be in the amount of the unused Aggregate Commitment.

2.7Optional Principal Payments.    The Borrower may from time to time pay, without penalty
or premium, all outstanding Floating Rate Advances, or, in a minimum aggregate amount of $500,000 or any integral multiple of $50,000 in excess thereof, any portion of the outstanding Floating Rate
Advances upon two Business Days' prior notice to the Agent. The Borrower may from time to time pay, subject to the payment of any funding indemnification amounts required by Section 3.4 but
without penalty or premium, all outstanding Eurodollar Advances, or, in a minimum aggregate amount of $1,000,000 or any integral multiple of $1,000,000 in excess thereof, any portion of the
outstanding Eurodollar Advances upon three Business Days' prior notice to the Agent.

2.8Method of Selecting Types and Interest Periods for New Advances.    The Borrower shall
select the Type of Advance and, in the case of each Eurodollar Advance, the Interest Period applicable thereto from time to time. The Borrower shall give the Agent irrevocable notice (a "Borrowing
Notice") not later than 10: 00 a.m. (Dallas time) at least one Business Day before the Borrowing Date of each Floating Rate Advance
and three Business Days before the Borrowing Date for each Eurodollar Advance, specifying:

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

(ii)  the
aggregate amount of such Advance,

(iii)  the
Type of Advance selected, and

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

Not
later than noon (Dallas time) on each Borrowing Date, each Lender shall make available its Loan or Loans in funds immediately available in Dallas to the Agent at its address specified pursuant to
Article XIII. The Agent will make the funds so received from the Lenders available to the Borrower at the Agent's aforesaid address.

2.9Conversion and Continuation of Outstanding Advances.    Floating Rate Advances shall
continue as Floating Rate Advances unless and until such Floating Rate Advances are converted into Eurodollar Advances pursuant to this Section 2.9 or are repaid in accordance with
Section 2.7. Each Eurodollar Advance shall continue as a Eurodollar Advance until the end of the then applicable Interest Period
therefor, at which time such Eurodollar Advance shall be automatically converted into a Floating Rate Advance unless (x) such Eurodollar Advance is or was repaid in accordance with
Section 2.7 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurodollar
Advance continue as a Eurodollar Advance for the same or another Interest Period. Subject to the terms of Section 2.6, the Borrower may elect from time to time to convert all or any part of a
Floating Rate Advance into a Eurodollar Advance. The Borrower shall give the Agent irrevocable notice (a"Conversion/Continuation Notice") of each
conversion of a Floating Rate Advance into a Eurodollar Advance or continuation of a Eurodollar Advance not later than 10:00 a.m. (Dallas time) at least three Business Days prior to the date of
the requested conversion or continuation, specifying:

(i)  the
requested date, which shall be a Business Day, of such conversion or continuation,

(ii)  the
aggregate amount and Type of the Advance which is to be converted or continued, and

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(iii)  the
amount of such Advance which is to be converted into or continued as a Eurodollar Advance and the duration of the Interest Period applicable thereto.

2.10Changes in Interest Rate, Etc.Each Floating Rate Advance shall bear interest on
the outstanding principal amount thereof, for each day from and including the date such Advance is made or is automatically converted from a Eurodollar Advance into a Floating Rate Advance pursuant to
Section 2.9, to but excluding the date it is paid or is converted into a Eurodollar Advance pursuant to Section 2.9 hereof, at a rate per annum equal to the Floating Rate for such day.
Changes in the rate of interest on that portion of any Advance maintained as a Floating Rate Advance will take effect simultaneously with each change in the Alternate Base Rate. Each Eurodollar
Advance shall bear interest on the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto to (but not including) the last day of such Interest
Period at the interest rate determined by the Agent as applicable to such Eurodollar Advance based upon the Borrower's selections under Sections 2.8 and 2.9 and otherwise in accordance with the terms
hereof No Interest Period may end after the Facility Termination Date.

2.11Rates Applicable After Default.    Notwithstanding anything to the contrary contained
in Section 2.8 or 2.9, during the continuance of a Default or Unmatured Default the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option
of the Required Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent of the Lenders to changes in interest rates), declare that no Advance may be made as, converted
into or continued as a Eurodollar Advance. During the continuance of a Default the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the
Required Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent of the Lenders to changes in interest rates), declare that (i) each Eurodollar Advance shall
bear interest for the remainder of the applicable Interest
Period at the rate otherwise applicable to such Interest Period plus 2% per annum, and (ii) each Floating Rate Advance shall bear interest at a rate per annum equal to the Floating Rate in
effect from time to time plus 2% per annum, and (iii) Letter of Credit fees described in Section 2.20.11 hereof shall be increased by 2% per annum, providedthat, during the continuance of a
Default under Section 7.6 or 7.7, the interest rates set forth in clauses (i) and
(ii) above and the increase in the Letter of Credit fees set forth in clause (iii) above shall be applicable to all Advances without any election or action on the part of the Agent or
any Lender.

2.12Method of Payment.    All payments of the Obligations hereunder shall be made, without
setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent's address specified pursuant to Article XIII, or at any other Lending Installation of the Agent
specified in writing by the Agent to the Borrower, by noon (local time) on the date when due and shall (except in the case of reimbursement obligations for which the LC Issuer has not been fully
indemnified by the Lenders, or as otherwise specifically required hereunder) be applied ratably by the Agent among the Lenders (except fees described in Section 2.20.12 hereof shall be
disbursed to the LC Issuer for its own account and not shared ratably among the Lenders). Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to
such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from
such Lender. The Agent is hereby authorized to charge the account of the Borrower maintained with Bank One for each payment of principal, each reimbursement of an LC Disbursement interest and fees as
it becomes due hereunder. Each reference to the Agent in this Section 2.12 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made
by the Borrower to the LC Issuer pursuant to Section 2.20.5.

2.13Evidence of Indebtedness.    (i) Each Lender shall maintain in accordance with
its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder.



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2.14Telephonic Notices.    The Borrower hereby authorizes the Lenders and the Agent to
extend, convert or continue Advances, effect selections of Types of Advances and to transfer funds based on telephonic notices made by any person or persons the Agent or any Lender in good faith
believes to be acting on behalf of the Borrower, it being understood that the foregoing authorization is specifically intended to allow Borrowing Notices and Conversion/Continuation Notices to be
given telephonically. The Borrower agrees to deliver promptly to the Agent a written confirmation, if such confirmation is requested by the Agent or any Lender, of each telephonic notice signed by an
Authorized Officer. If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Agent and the Lenders shall govern absent
manifest error.

2.15Interest Payment Dates: Interest and Fee Basis.    Interest accrued on each Floating
Rate Advance shall be payable on each Payment Date, commencing with the first such date to occur after the date hereof, on any date on which the Floating Rate Advance is prepaid, whether due to
acceleration or otherwise, and at maturity. Interest accrued on that portion of the outstanding principal amount of any Floating Rate Advance converted into a Eurodollar Advance on a day other than a
Payment Date shall be payable on the date of conversion. Interest accrued on each Eurodollar Advance shall be payable on the last day of its applicable Interest Period, on any date on which the
Eurodollar Advance is prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued on each Eurodollar Advance having an Interest Period longer than three months shall also be
payable on the last day of each three-month interval during such Interest Period. Interest on Eurodollar Advances, commitment fees and Letters of Credit fees shall be calculated for actual days
elapsed on the basis of a 360-day year. Interest on Floating Rate Advances shall be calculated for actual days elapsed on the basis of a 365, or when appropriate 366, day year. Interest
shall be payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is received prior to noon (local time) at the place of payment. If any payment of
principal of or interest on an Advance shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment,
such extension of time shall be included in computing interest in connection with such payment.

2.16Notification of Advances, Interest Rates, Payments and Commitment
Reductions.    Promptly after receipt thereof, the Agent will notify each Lender of the contents of each Aggregate Commitment reduction notice, Borrowing Notice,
Conversion/Continuation Notice, and repayment notice received by it hereunder. Promptly after notice from the LC Issuer, the Agent will notify each Lender of the contents of each request for issuance
of a Letter of Credit hereunder. The Agent will notify each Lender of the interest rate applicable to each Eurodollar Advance promptly upon determination of such interest rate and will give each
Lender prompt notice of each change in the Alternate Base Rate.

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2.17Lending Installations.    Each Lender may book its Loans and its participation in any
LC Exposure and the LC Issuer may book Letters of Credit at any Lending Installation selected by such Lender or the LC Issuer, as the case may be, and may change its Lending Installation from time to
time. All terms of this Agreement shall apply to any such Lending Installation and the Loans, Letters of Credit, participations in LC Exposure and the Notes issued hereunder shall be deemed held by
each Lender or the LC Issuer, as the case may be, for the benefit of any such Lending Installation. Each Lender and the LC Issuer may, by written notice to the Agent and the Borrower in accordance
with Article XIII, designate replacement or additional Lending Installations through which Loans will be made by it or Letters of Credit will be issued by it and for whose account Loan payments
are to be made or payments with respect to Letters of Credit are to be made.

2.18Non-Receipt of Funds by the Agent.    Unless the Borrower or a Lender, as
the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of
the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made.
The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be,
has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect
of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (x) in the case of
payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by
the Borrower, the interest rate applicable to the relevant Loan.

2.19Replacement of Lender.    If the Borrower is required pursuant to Section 3.1,
3.2 or 3.5 to make any additional payment to any Lender or if any Lender's obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to
Section 3.3 (any Lender so affected an"Affected Lender"), the Borrower may elect, if such amounts continue to be charged or such suspension is
still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Unmatured Default shall have occurred and be continuing at the time of such
replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of
such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all
purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to
assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to
such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and
(B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid
on such date rather than sold to the replacement Lender.

2.20Letters of Credit.



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2.21Borrowing Base.



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2.22Arrangement and Agency Fees.    In addition to the fees payable pursuant to
Sections 2.5, 2.20.11, 2.20.12, and 2.21.6, the Borrower shall pay an arrangement fee to the Arranger for the Arranger's own account, and shall pay an agency fee to the Agent for the Agent's
own account, in the amounts and at the times specified in separate written agreements with the Arranger and with the Agent. Such fees shall be fully earned when paid and shall be nonrefundable for any
reason whatsoever.

2.23Limitation of Interest.    The Borrower, the Agent and the Lenders intend to strictly
comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.23 shall govern and control over every other provision of this Agreement or any
other Loan Document which
conflicts or is inconsistent with this Section 2.23, even if such provision declares that it controls. As used in this Section 2.23, the term "interest" includes the aggregate of all
charges, fees, benefits or other compensation which constitute interest under applicable law,providedthat, to the maximum extent permitted by
applicable law, (a) any non-principal payment shall be characterized as an expense or as compensation for something other than the use, forbearance or detention of money and not as
interest, and (b) all interest at any time contracted for, reserved, charged or received shall be amortized, prorated, allocated and spread, in equal parts during the full term of the
Obligations. In no event shall the Borrower or any other Person be obligated to pay, or any Lender have any right or privilege to reserve, receive or retain, (a) any interest in excess of the
maximum amount of nonusurious interest permitted under the laws of the State of Texas or the applicable laws (if any) of the United States or of any other applicable state, or (b) total
interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at
the Highest Lawful Rate. On each day, if any, that the interest rate (the "Stated Rate") called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which
interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter
until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall
accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit
the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the
number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly
relate to interest shall ever be construed without reference to this Section 2.23, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate
in excess of the Highest Lawful Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Default or by any other cause, or by reason of any required or
permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of
interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be canceled automatically as of the date of such acceleration, prepayment or other
event which produces the excess, and, if such excess interest has been paid to such Lender, it shall be creditedpro tantoagainst the
then-outstanding principal balance of the Borrower's obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such
excess is exhausted or all of such principal has been fully paid and satisfied,

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whichever occurs first, and any remaining balance of such excess shall be promptly refunded to its payor. Chapter 346 of the Texas Finance Code (which regulates certain revolving credit accounts
(formerly Tex. Rev. Civ. Stat. Ann. Art. 5069, Ch. 15) shall not apply to this Agreement or to any Loan, nor shall this Agreement or any Loan be governed by or be subject to the provisions of
such Chapter 346 in any manner whatsoever.

2.24Interest Act (Canada).    The parties acknowledge that some of the Mortgaged
Properties are located in Canada. For purposes of the Interest Act (Canada), the annual rates of interest applicable to Eurodollar Loans are the rates as determined hereunder multiplied by that actual
number of days in a period of one year commencing on the first day of the period for which such interest is payable and divided by 360.

ARTICLE IIIYIELD PROTECTION; TAXES

3.1Yield Protection.    If, on or after the date of this Agreement, the adoption of any
law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof
by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending
Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:



3.2Changes in Capital Adequacy Regulations.    If a Lender or the LC Issuer determines the
amount of capital required or expected to be maintained by such Lender or the LC Issuer, any Lending Installation of such Lender or the LC Issuer or any corporation controlling such Lender or the LC
Issuer is increased as a result of a Change, then, within 15 days of demand by such Lender or the LC Issuer, the Borrower shall pay such Lender or the LC Issuer the amount necessary to
compensate for

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any shortfall in the rate of return on the portion of such increased capital which such Lender or the LC Issuer determines is attributable to this Agreement, its Revolving Exposure or its Commitment
to make Loans and issue or participate in Letters of Credit, as the case may be, hereunder (after taking into account such Lender's or the LC Issuer's policies as to capital adequacy). "Change"means (i) any change after the date of this Agreement in the Risk-Based Capital Guidelines or (ii) any adoption of or
change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement
which affects the amount of capital required or expected to be maintained by any Lender or any Lending Installation or any corporation controlling any Lender. "Risk-Based Capital Guidelines"means (i) the risk-based capital guidelines in effect in the United States on the date of
this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988
report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any
amendments to such regulations adopted prior to the date of this Agreement.

3.3Availability of Types of Advances.    If any Lender determines that maintenance of its
Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required Lenders determine that
(i) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (ii) the interest rate applicable to Eurodollar Advances does not accurately
reflect the cost of making or maintaining Eurodollar Advances, then the Agent shall suspend the availability of Eurodollar Advances and require any affected Eurodollar Advances to be repaid or
converted to Floating Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.4.

3.4Funding Indemnification.    If any payment of a Eurodollar Advance occurs on a date
which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a Eurodollar Advance is not made on the date specified by the Borrower for any
reason other than default by the Lenders, the Borrower will indemnify each Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost in
liquidating or employing deposits acquired to fund or maintain such Eurodollar Advance.

3.5Taxes.    (i) All payments by the Borrower to or for the account of any Lender,
the LC Issuer or the Agent hereunder or under any Note or Letter of Credit application shall be made free and clear of and without deduction for any and all Taxes. If the Borrower shall be required by
law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender, the LC Issuer or the Agent, (a) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable under this Section 3.5) such Lender, the LC Issuer or the Agent (as the case may be) receives an amount equal to
the sum it would have received had no such deductions been made, (b) the Borrower shall make such deductions, (c) the Borrower shall pay the full amount deducted to the relevant
authority in accordance with applicable law and (d) the Borrower shall furnish to the Agent the original copy of a receipt evidencing payment thereof within 30 days after such payment is
made.



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3.6Lender Statements: Survival of Indemnity.    To the extent reasonably possible, each
Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the
unavailability of Eurodollar Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written
statement of such Lender to the Borrower (with a copy to the Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail
the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest error. Determination of amounts payable under such
Sections in connection with a Eurodollar Loan shall be calculated as though each Lender funded its Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the
deposit used as a reference in determining the Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written
statement of any Lender shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment
of the Obligations and termination of this Agreement.

ARTICLE IVCONDITIONS PRECEDENT

4.1Initial Credit Extension.    The Lenders shall not be required to make the initial
Credit Extension hereunder unless the Borrower has furnished to the Agent with sufficient copies for the Lenders:



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4.2Each Credit Extension.    The Lenders shall not be required to make any Credit
Extension unless on the applicable Borrowing Date:



Each
Borrowing Notice or request for a Letter of Credit with respect to each such Credit Extension shall constitute a representation and warranty by the Borrower that the conditions
contained in Sections 4.2(i) and (ii) have been satisfied. Any Lender may require a duly completed compliance certificate in substantially the form of Exhibit B as a condition to
making a Credit Extension.

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ARTICLE VREPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lenders that:

5.1Existence and Standing.Each of the Borrower and its Subsidiaries is a corporation,
partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to
such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction in which its business is
conducted.

5.2Authorization and Validity.The Borrower has the power and authority and legal right
to execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder. The execution and delivery by the Borrower of the Loan Documents to which it is a party and
the performance of its obligations thereunder have been duly authorized by proper corporate proceedings, and the Loan Documents to which the Borrower is a party constitute legal, valid and binding
obligations of the Borrower enforceable against the Borrower in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement
of creditors' rights generally.

5.3No Conflict Government Consent.Neither the execution and delivery by the Borrower
of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule,
regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries or (ii) the Borrower's or any Subsidiary's articles or certificate of
incorporation, partnership agreement, certificate of partnership. articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or
(iii) the provisions of any indenture, instrument or agreement to which the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict
with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary pursuant to the terms of any such
indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in
respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of its Subsidiaries, is required to be obtained by the Borrower
or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower of the Obligations or
the legality, validity, binding effect or enforceability of any of the Loan Documents.

5.4Financial Statements.The consolidated financial statements of the Borrower and its
Subsidiaries heretofore delivered to the Lenders were prepared in accordance with generally accepted accounting principles in effect on the date such statements were prepared and fairly present the
consolidated financial condition and operations of the Borrower and its Subsidiaries at such date and the consolidated results of their operations for the period then ended.

5.5Material Adverse Change.Since December 31, 2001, there has been no change in
the business, Property, prospects, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries which could reasonably be expected to have a Material Adverse
Effect.

5.6Taxes.The Borrower and its Subsidiaries have filed all United States federal tax
returns and all other tax returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received by the Borrower or any of its Subsidiaries,
except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in accordance with Agreement Accounting Principles and as to which no Lien exists.
No tax liens have been filed and no claims are being asserted with respect to any such taxes. The charges, accruals and

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reserves on the books of the Borrower and its Subsidiaries in respect of any taxes or other governmental charges are adequate.

5.7Litigation and Contingent Obligations.Except as previously disclosed to the Agent
in writing, there is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower
or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extension. Other than any liability
incident to any litigation, arbitration or proceeding which (i) could not reasonably be expected to have a Material Adverse Effect or (ii) the Borrower has no material Contingent
Obligations not provided for or disclosed in the financial statements referred to in Section 5.4.

5.8Subsidiaries.Schedule 1 contains an accurate list of all Subsidiaries of the
Borrower as of the date of this Agreement, setting forth their respective jurisdictions of organization and the percentage of their respective capital stock or other ownership interests owned by the
Borrower or other Subsidiaries. All of the issued and outstanding shares of capital stock or other ownership interests of such Subsidiaries have been (to the extent such concepts are relevant with
respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.

5.9ERISA.The Unfunded Liabilities of all Single Employer Plans do not in the aggregate
exceed $5,000. Neither the Borrower nor any other member of the Controlled Group has incurred, or is reasonably expected to incur, any withdrawal liability to Multiemployer Plans in excess of $5,000
in the aggregate. Each Plan complies in all material respects with all applicable requirements of law and regulations, no
Reportable Event has occurred with respect to any Plan, neither the Borrower nor any other member of the Controlled Group has withdrawn from any Plan or initiated steps to do so, and no steps have
been taken to reorganize or terminate any Plan.

5.10Accuracy of Information.No information, exhibit or report furnished by the
Borrower or any of its Subsidiaries to the Agent or to any Lender in connection with the negotiation of, or compliance with, the Loan Documents contained any material misstatement of fact or omitted
to state a material fact or any fact necessary to make the statements contained therein not misleading.

5.11Regulation U.Margin stock (as defined in Regulation U) constitutes
less than 25% of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale, pledge, or other restriction hereunder.

5.12Material Agreements.Neither the Borrower nor any Subsidiary is a party to any
agreement or instrument or subject to any charter or other corporate restriction which could reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Subsidiary is in
default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (i) any agreement to which it is a party, which default could reasonably be
expected to have a Material Adverse Effect or (ii) any agreement or instrument evidencing or governing Indebtedness.

5.13Compliance With Laws.The Borrower and its Subsidiaries have complied with all
applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of their respective
businesses or the ownership of their respective Property except for any failure to comply with any of the foregoing which could not reasonably be expected to have a Material Adverse Effect.

5.14Ownership of Properties.Except as set forth on Schedule 2, on the date of
this Agreement, the Borrower and its Subsidiaries will have good title, free of all Liens other than those permitted by Section 6.15, to all of the Property and assets reflected in the
Borrower's most recent consolidated financial statements provided to the Agent as owned by the Borrower and its Subsidiaries.

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5.15Plan Assets Prohibited Transactions.The Borrower is not an entity deemed to hold
"plan assets" within the meaning of 29 C.F.R. § 25 10.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any
plan (within the meaning of Section 4975 of the Code), and neither the execution of this Agreement nor the making of Credit Extensions hereunder gives rise to a prohibited transaction within
the meaning of Section 406 of ERISA or Section 4975 of the Code.

5.16Environmental Matters.In the ordinary course of its business, the officers of the
Borrower consider the effect of Environmental Laws on the business of the Borrower and its Subsidiaries, in the course of which they identify and evaluate potential risks and liabilities accruing to
the Borrower due to Environmental Laws. On the basis of this consideration, the Borrower has concluded that Environmental Laws cannot reasonably be expected to have a Material Adverse Effect. Neither
the Borrower nor any Subsidiary has received any notice to the effect that its operations are not in material compliance with any of the requirements of applicable Environmental Laws or are the
subject of any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which
non-compliance or remedial action could reasonably be expected to have a Material Adverse Effect.

5.17Investment Company Act.Neither the Borrower nor any Subsidiary is an "investment
company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended.

5.18Public Utility Holding Company Act.Neither the Borrower nor any Subsidiary is a
"holding company" or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company", within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

5.19Post-Retirement Benefits.The present value of the expected cost of
post-retirement medical and insurance benefits payable by the Borrower and its Subsidiaries to its employees and former employees, as estimated by the Borrower in accordance with procedure
and assumptions deemed reasonable by the Required Lenders, does not exceed $10,000.

5.20Insurance.The certificate signed by the President or Chief Financial Officer of
the Borrower, that attests to the existence and adequacy of, and summarizes, the property and casualty insurance program carried by the Borrower with respect to itself and its Subsidiaries and that
has been furnished by the Borrower to the Agent and the Lenders, is complete and accurate. This summary includes the insurer's or insurers name(s), policy number(s), expiration date(s), amount(s) of
coverage, type(s) of coverage, exclusion(s), and deductibles. This summary also includes similar information, and describes any reserves, relating to any self-insurance program that is in
effect.

5.21Solvency.(i) Immediately after the consummation of the transactions to
occur on the date hereof and immediately following the making of each Loan, if any, made on the date hereof and after giving effect to the application of the proceeds of such Loans, (a) the
fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, subordinated, contingent or otherwise, of the
Borrower and its Subsidiaries on a consolidated basis; (b) the present fair saleable value of the Property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the
amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, subordinated, contingent or otherwise, as
such debts and other liabilities become absolute and matured;(c) the Borrower and its
Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and
(d) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now
conducted and are proposed to be conducted after the date hereof.

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5.22Concerning the Mortgaged Properties.The Mortgaged Properties are described in and
covered by the engineering reports which have previously been delivered to and relied upon by the Agent and the Lenders in connection with this Agreement, and the Borrower owns at least the decimal
percentage Mineral Interests in such properties as are specified in such engineering reports. The Mortgaged Properties represent not less than 85% of the Engineered Value of all of the Borrower's oil
and gas properties. The Borrower has provided the Agent with title information and title data acceptable to the Agent reflecting title to the Mineral Interests of the Borrower in those Mortgaged
Properties which represent at least 90% of the Engineered Value of the Borrower's Mineral Interests in all of the Mortgaged Properties.

5.23Continuation of Representations and Warranties.ll representations and warranties
made under this Agreement shall be deemed to be made at and as of the date hereof and as of the date of any future Loan or issuance of any future Letter of Credit and in all instances shall be true
and correct in all material respects.

ARTICLE VICOVENANTS

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

6.1Financial Reporting and Other Information.he Borrower will maintain, for itself
and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Lenders:



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6.2Use of Proceeds.The Borrower will, and will cause each Subsidiary to, use the
proceeds of the Credit Extensions for (i) general corporate purposes, (ii) refinancing of existing indebtedness, (iii) the acquisition, exploration and development of oil and gas
properties, and (iv) for the issuance of Letters of Credit to support obligations of the Borrower and its Subsidiaries. Notwithstanding the foregoing, no proceeds of Credit Extensions may be
used to finance any of the activities of the Borrower and its Subsidiaries in Canada. The Borrower will not, nor will it permit any Subsidiary to, use any of the proceeds of the Advances to purchase
or carry any "margin stock" (as defined in Regulation U).

6.3Notice of Default.The Borrower will, and will cause each Subsidiary to, give prompt
notice in writing to the Lenders of the occurrence of any Default or Unmatured Default and of any other development, financial or otherwise, which could reasonably be expected to have a Material
Adverse Effect.

6.4Conduct of Business.The Borrower will, and will cause each Subsidiary to, carry on
and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted and do all things necessary to remain duly incorporated or
organized, validly existing and (to the extent such concept applies to such entity) in good standing as a domestic corporation, partnership or limited liability company in its jurisdiction of
incorporation or organization,

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as the case may be, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted.

6.5Taxes.The Borrower will, and will cause each Subsidiary to, timely file complete
and correct United States federal and applicable foreign, state and local tax returns required by law and pay when due all taxes, assessments and governmental charges and levies upon it or its income,
profits or Property, except those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with Agreement
Accounting Principles.

6.6Insurance.The Borrower will, and will cause each Subsidiary to, maintain with
financially sound and reputable insurance companies insurance on all their Property in such amounts and covering such risks as is consistent with sound business practice, and the Borrower will furnish
to any Lender upon request full information as to the insurance carried.

6.7Compliance with Laws.The Borrower will, and will cause each Subsidiary to, comply
with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject including, without limitation, all Environmental Laws.

6.8Maintenance of Properties.The Borrower will, and will cause each Subsidiary to, do
all things necessary to maintain, preserve, protect and keep its Property in good repair, working order and condition, and make all necessary and proper repairs, renewals and replacements so that its
business carried on in connection therewith may be properly conducted at all times.

6.9Inspection.The Borrower will, and will cause each Subsidiary to, permit the Agent
and the Lenders, by their respective representatives and agents, to inspect any of the Property, books and financial records of the Borrower and each Subsidiary, to examine and make copies of the
books of accounts and other financial records of the Borrower and each Subsidiary, and to discuss the affairs, finances and accounts of the Borrower and each Subsidiary with, and to be advised as to
the same by, their respective officers at such reasonable times and intervals as the Agent or any Lender may designate.

6.10Dividends.Without the prior written approval the Lenders (which may be given or
withheld in their discretion), the Borrower will not, nor will it permit any Subsidiary to, declare or pay any dividends or make any distributions on its capital stock (other than dividends payable in
its own capital stock) or redeem, repurchase or otherwise acquire or retire any of its capital stock at any time outstanding, except that any Subsidiary may declare and pay dividends or make
distributions to the Borrower or to a Wholly-Owned Subsidiary.

6.11Indebtedness.The Borrower will not, nor will it permit any Subsidiary to, create,
incur or suffer to exist any Indebtedness, except:



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6.12Merger.The Borrower will not, nor will it permit any Subsidiary to, merge or
consolidate with or into any other Person, except that a Subsidiary may merge into the Borrower or a Wholly-Owned Subsidiary.

6.13Sale of Assets.The Borrower will not, nor will it permit any Subsidiary to, lease,
sell or otherwise dispose of its Property to any other Person, except:



6.14Investments and Acquisitions.The Borrower will not, nor will it permit any
Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any
Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:



6.15Liens.The Borrower will not, nor will it permit any Subsidiary to, create, incur,
or suffer to exist any Lien in, of or on the Property of the Borrower or any of its Subsidiaries, except:



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6.16Affiliates.The Borrower will not, and will not permit any Subsidiary to, enter
into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business
and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or
such Subsidiary would obtain in a comparable arms-length transaction.

6.17Subordinated Indebtedness.The Borrower will not, and will not permit any
Subsidiary to, make any amendment or modification to the indenture, note or other agreement evidencing or governing any Subordinated Indebtedness, or directly or indirectly voluntarily prepay, defease
or in substance defease, purchase, redeem, retire or otherwise acquire, any Subordinated Indebtedness.

6.18Operating Leases.The Borrower will not, nor will it permit any Subsidiary to,
enter into or remain liable upon any Operating Lease, except for Operating Leases which have Operating Lease Obligations of not more than $500,000 at any one time outstanding.

6.19Sale and Leaseback Transactions and other Off-Balance Sheet
Liabilities.The Borrower will not, nor will it permit any Subsidiary to, enter into or suffer to exist any (i) Sale and Leaseback Transaction or
(ii) any other transaction pursuant to which it incurs or has incurred Off-Balance Sheet Liabilities.

6.20Contingent Obligations.The Borrower will not, nor will it permit any Subsidiary
to, make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary), except by (i) endorsement of
instruments for deposit or collection in the ordinary course of business, and (ii) Letter of Credit reimbursement obligations.

6.21Financial Contracts.The Borrower will not, nor will it permit any Subsidiary to,
enter into or remain liable upon any Financial Contract, except Pre-Approved Contracts. Not later than thirty (30) days subsequent to the initial Borrowing Date, the Borrower will
enter into additional commodity hedging agreements for aggregate volumes of not less than 50% or projected monthly BOE volumes of all of the Borrower's proved and producing oil and gas properties,
including Mortgaged Properties, forecast in the Lenders' most recent engineering evaluation, at price levels and terms acceptable to the Agent. None of the commodity hedging agreements referred to in
the preceding sentence may be unwound, but any Pre-Approved Contract may be unwound.

6.22Extensions of Credit.he Borrower will not make any loan or advance to any Person
without the consent of the Agent, except (a) loans and intercompany adjustments between the Borrower and its Subsidiaries occurring in the ordinary course of business, and (b) advances
made to employees of the Borrower for the payment by them of items for which an expense report or voucher will be filed and which items will constitute ordinary and necessary business expenses of the
Borrower, and (c) loans to employees of the Borrower which do not exceed $50,000 in the aggregate to all employees at any one time outstanding.

6.23Financial Covenants.



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6.24Limitation on Ownership of Canadian Reserves.    During the term of this Agreement,
the Engineered Value of the Borrower's oil and gas properties which are located in Canada will not exceed 20% of the Engineered Value of all of the Borrower's oil and gas properties wherever located.

6.25Limitation on Deductions for Canadian Income Taxes.    The Borrower will not claim any
deductions for Canadian income taxes with respect to interest paid under this Agreement.

6.26Concerning the Mortgaged Properties.    If at any time the Agent is in possession of
title information and title data acceptable to the Agent which represents less than 90% of the Engineered Value of the Borrower's Mineral Interests and all of the Mortgaged Properties, then the
Borrower shall deliver to the Agent such additional title information and title data as is acceptable to the Agent which reflects title to the Mineral Interests of the Borrower in those Mortgaged
Properties which represent at least 90% of the Engineered Value of all of the Borrower's Mineral Interests in all of the Mortgaged Properties.

ARTICLE VIIDEFAULTS

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

7.1  Any
representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with
this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date as of which made.

7.2  Nonpayment
of principal of any Loan when due, nonpayment of any LC Disbursement within one (1) Business Day after the same has been paid pursuant to a Letter of
Credit, or nonpayment of interest upon any Loan or of any commitment fee, Letter of Credit fee or other obligations under any of the Loan Documents within five days after the same becomes due.

7.3  The
breach by the Borrower of any of the terms or provisions of Article VI.

7.4  The
breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this
Agreement which is not remedied within five days after written notice from the Agent or any Lender.

7.5  Failure
of the Borrower or any of its Subsidiaries or any Guarantor to pay when due any Indebtedness aggregating in excess of $500,000 ("Material
Indebtedness"); or the default by the Borrower or any of its Subsidiaries or any Guarantor in the performance (beyond the applicable grace period with respect thereto, if any)
of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of
which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material
Indebtedness of the Borrower or any of its Subsidiaries or any Guarantor

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shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Borrower or any of its
Subsidiaries or any Guarantor shall not pay, or admit in writing its inability to pay, its debts generally as they become due.

7.6  The
Borrower or any of its Subsidiaries or any Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or
hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee,
examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or
hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed
against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth
in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7.

7.7  Without
the application, approval or consent of the Borrower or any of its Subsidiaries, or any Guarantor a receiver, trustee, examiner, liquidator or similar official
shall be appointed for the Borrower or any of its Subsidiaries or any Guarantor or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be
instituted against the Borrower or any of its Subsidiaries or any Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 30
consecutive days.

7.8  Any
court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the
Borrower and its Subsidiaries or any Guarantor which, when taken together with all other Property of the Borrower and its Subsidiaries or any Guarantor so condemned, seized, appropriated, or taken
custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.

7.9  The
Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment
of money in excess of $100,000 (or the equivalent thereof in currencies other than U. 5. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith.

7.10  The
Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $250,000 or any Reportable Event shall occur in connection with any Plan.

7.11  The
Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to
such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal
liability (determined as of the date of such notification), exceeds $250,000 or requires payments exceeding $50,000 per annum.

7.12  Any
Change in Control shall occur.

7.13  The
occurrence of any "default", as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other
than this Agreement), which default or breach continues beyond any period of grace therein provided.

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7.14  Nonpayment
by the Borrower of any Rate Management Obligation when due or the breach by the Borrower of any term, provision or condition contained in any Rate Management
Transaction.

7.15  Any
Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty,
or any Guarantor shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to
which it is a party, or shall give notice to such effect.

7.16  Paul
M. Dougan shall for any reason cease to be the President and Chief Executive Officer of the Borrower, and a successor or successors acceptable to the Lenders are
not appointed within ninety (90) days thereof.

ARTICLE VIIIACCELERATIONS, WAIVERS, AMENDMENTS AND REMEDIES

8.1Acceleration.    (i) If any Default described in Section 7.6 or 7.7
occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Letters of Credit shall automatically terminate and
the Obligations shall immediately become due and payable without any election or action on the part of the Agent, the LC Issuer or any Lender. If any other Default occurs, the Required Lenders (or the
Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder, and the obligation and power of the LC Issuer to issue Letters of
Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all
of which the Borrower hereby expressly waives.



8.2Amendments.    Subject to the provisions of this Article VIII, the Required
Lenders (or the Agent with the consent in writing of the Required Lenders) and the Borrower may enter into agreements supplemental hereto for the purpose of adding or modifying any provisions to the
Loan Documents or changing in any manner the rights of the Lenders or the Borrower hereunder or waiving any Default hereunder; provided, however, that no such supplemental agreement shall, without the
consent of all of the Lenders:



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No
amendment of any provision of this Agreement relating to the Agent shall be effective without the written consent of the Agent, and no amendment of any provision relating to the LC Issuer shall be
effective without the written consent of the LC Issuer. The Agent may waive payment of the fee required under Section 12.3.2 without obtaining the consent of any other party to this Agreement.

8.3Preservation of Rights.    No delay or omission of the Lenders, the LC Issuer or the
Agent to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of a Credit Extension
notwithstanding the existence of a Default or the inability of the Borrower to satisfy the conditions precedent to such Credit Extension shall not constitute any waiver or acquiescence. Any single or
partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or
provisions of the Loan Documents whatsoever shall be valid unless in writing signed by the Lenders required pursuant to Section 8.2, and then only to the extent in such writing specifically set
forth. All remedies contained in the Loan
Documents or by law afforded shall be cumulative and all shall be available to the Agent, the LC Issuer and the Lenders until the Obligations have been paid in full.

ARTICLE IXGENERAL PROVISIONS

9.1Survival of Representations.    All representations and warranties of the Borrower
contained in this Agreement shall survive the making of the Credit Extensions herein contemplated.

9.2Governmental Regulation.    Anything contained in this Agreement to the contrary
notwithstanding, neither the LC Issuer nor any Lender shall be obligated to extend credit to the Borrower in violation of any limitation or prohibition provided by any applicable statute or
regulation.

9.3Headings.    Section headings in the Loan Documents are for convenience of reference
only, and shall not govern the interpretation of any of the provisions of the Loan Documents.

9.4Entire Agreement.    The Loan Documents embody the entire agreement and understanding
among the Borrower, the Agent, the LC Issuer and the Lenders and supersede all prior agreements and understandings among the Borrower, the Agent, the LC Issuer and the Lenders relating to the subject
matter thereof other than the fee letter described in Section 10.13.

9.5Several Obligations: Benefits of this Agreement.    The respective obligations of the
Lenders hereunder are several and not joint and no Lender shall be the partner or agent of any other (except to the extent to which the Agent is authorized to act as such). The failure of any Lender
to perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. This Agreement shall not be construed so as to confer any right or benefit upon
any Person other than the parties to this Agreement and their respective successors and assigns, provided, however, that the parties hereto expressly agree that the Arranger shall enjoy the benefits
of the provisions of Sections 9.6, 9. 10 and 10. 11 to the extent specifically set forth therein and shall have the right to enforce such provisions on its own behalf and in its own name to the same
extent as if it were a party to this Agreement.

9.6Expenses Indemnification.    (i) The Borrower shall reimburse the Agent, the
Arranger, the Lenders and the LC Issuer for any costs, internal charges and out-of-pocket expenses (including attorneys' fees and time charges of attorneys for any of them,
which attorneys may be employees of any of them) paid or incurred by any of them in connection with the preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and
administration of the Loan Documents. The
Borrower also agrees to reimburse the Agent, the Arranger and the Lenders for any costs, internal charges and out-of-pocket expenses (including attorneys' fees and time charges
of attorneys for the Agent, the Arranger and the Lenders, which attorneys may be employees of the Agent, the Arranger or the Lenders) paid or incurred by the Agent, the Arranger or any Lender in
connection with the

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collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrower under this Section include, without limitation, costs and expenses incurred in connection with the Reports
described in the following sentence. The Borrower acknowledges that from time to time Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to
distribute to the Lenders) certain audit reports (the"Reports") pertaining to the Borrower's assets for internal use by Bank One from information
furnished to it by or on behalf of the Borrower, after Bank One has exercised its rights of inspection pursuant to this Agreement.



9.7Numbers of Documents.    All statements, notices, closing documents, and requests
hereunder shall be furnished to the Agent with sufficient counterparts so that the Agent may furnish one to each of the Lenders.

9.8Accounting.    Except as provided to the contrary herein, all accounting terms used
herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with Agreement Accounting Principles, except that any calculation or determination which is to be
made on a consolidated basis shall be made for the Borrower and all its Subsidiaries, including those Subsidiaries, if any, which are unconsolidated on the Borrower's audited financial statements.

9.9Severability of Provisions.    Any provision in any Loan Document that is held to be
inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or
the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable.

9.10Nonliability of Lenders.    The relationship between the Borrower on the one hand and
the Lenders, the LC Issuer and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary
responsibilities to the Borrower. Neither the Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in
connection with any phase of the Borrower's business or operations. The Borrower agrees that neither the Agent, the Arranger nor any Lender shall have liability to the Borrower (whether sounding in
tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the
Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such
losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with
respect to, and the Borrower hereby waives, releases and agrees not to sue for, any special, indirect or consequential damages suffered by the Borrower in connection with, arising out of, or in any
way related to the Loan Documents or the transactions contemplated thereby.

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9.11Confidentiality.    Each Lender agrees to hold any confidential information which it
may receive from the Borrower pursuant to this Agreement in confidence, except for disclosure (i) to its Affiliates and to other Lenders and their respective Affiliates, (ii) to legal
counsel, accountants, and other professional advisors to such Lender or to a Transferee, (iii) to regulatory officials, (iv) to any Person as requested pursuant to or as required by law,
regulation, or legal process, (v) to any Person in connection with any legal proceeding to which such Lender is a party, (vi) to such Lender's direct or indirect contractual counter
parties in swap agreements or to legal counsel, accountants and other professional advisors to such counter parties, and (vii) permitted by Section 12.4.

9.12Nonreliance.    Each Lender hereby represents that it is not relying on or looking to
any margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System) for the repayment of the Credit Extensions provided for herein.

9.13Disclosure.    The Borrower and each Lender hereby (i) acknowledge and agree
that Bank One and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with the Borrower and its Affiliates, and (ii) waive any liability
of Bank One or such Affiliate of Bank One to the Borrower or any Lender, respectively, arising out of or resulting from such investments, loans or relationships other than liabilities arising out of
the gross negligence or willful misconduct of Bank One or its Affiliates.

ARTICLE XTHE AGENT

10.1Appointment Nature of Relationship.    Bank One is hereby appointed by each of the
Lenders as its contractual representative (herein referred to as the"Agent") hereunder and under each other Loan Document, and each of the Lenders
irrevocably authorizes the Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents (the Agent may be
referred to as the "Collateral Agent" in the other Loan Documents). The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X.
Notwithstanding the use of the defined term "Agent," it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any
other Loan Document and that the Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan
Documents. In its capacity as the Lenders' contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a "representative" of the
Lenders within the meaning of Section 9.102 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly
set forth in this Agreement and the other Loan Documents. Each of the Lenders hereby agrees to assert no claim against the Agent on any agency theory or any other theory of liability for breach of
fiduciary duty, all of which claims each Lender hereby waives.

10.2Powers.    The Agent shall have and may exercise such powers under the Loan Documents
as are specifically delegated to the Agent by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Agent shall have no implied duties to the Lenders, or any
obligation to the Lenders to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Agent.

10.3General Immunity.    Neither the Agent nor any of its directors, officers, agents or
employees shall be liable to the Borrower, the Lenders or any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Loan Document or in connection herewith or
therewith except to the extent such action or inaction is determined in a final non-appealable judgment by a court of competent jurisdiction to have arisen from the gross negligence or
willful misconduct of such Person.

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10.4No Responsibility for Loans, Recitals, etc.    Neither the Agent nor any
of its
directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (a) any statement, warranty or representation made in connection with
any Loan Document or any borrowing hereunder, (b) the performance or observance of any of the covenants or agreements of any obligor under any Loan Document, including, without limitation, any
agreement by an obligor to furnish information directly to each Lender; (c) the satisfaction of any condition specified in Article IV, except receipt of items required to be delivered
solely to the Agent; (d) the existence or possible existence of any Default or Unmatured Default; (e) the validity, enforceability, effectiveness, sufficiency or genuineness of any Loan
Document or any other instrument or writing furnished in connection therewith; (f) the value, sufficiency, creation, perfection or priority of any Lien in any collateral security; or
(g) the financial condition of the Borrower or any guarantor of any of the Obligations or of any of the Borrower's or any such guarantor's respective Subsidiaries. The Agent shall have no duty
to disclose to the Lenders information that is not required to be furnished by the Borrower to the Agent at such time, but is voluntarily furnished by the Borrower to the Agent (either in its capacity
as Agent or in its individual capacity).

10.5Action on Instructions of Lenders.    The Agent shall in all cases be fully protected
in acting, or in refraining from acting, hereunder and under any other Loan Document in accordance with written instructions signed by the Required Lenders, and such instructions and any action taken
or failure to act pursuant thereto shall be binding on all of the Lenders. The Lenders hereby acknowledge that the Agent shall be under no duty to take any discretionary action permitted to be taken
by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. The Agent shall be fully justified in failing or
refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense
that it may incur by reason of taking or continuing to take any such action.

10.6Employment of Agents and Counsel.    The Agent may execute any of its duties as Agent
hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities
received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled
to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's duties hereunder and under any other Loan Document.

10.7Reliance on Documents, Counsel.    The Agent shall be entitled to rely upon any Note,
notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and,
in respect to legal
matters, upon the opinion of counsel selected by the Agent, which counsel may be employees of the Agent.

10.8Agents Reimbursement and Indemnification.    The Lenders agree to reimburse and
indemnify the Agent ratably in proportion to their respective Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination)
(i) for any amounts not reimbursed by the Borrower for which the Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other expenses incurred by the
Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred
by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out
of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby

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(including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders),
or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the
foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent and (ii) any
indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions
thereof. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations and termination of this Agreement.

10.9Notice of Default.    The Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Unmatured Default hereunder unless the Agent has received written notice from a Lender or the Borrower referring to this Agreement describing such Default or Unmatured
Default and stating that such notice is a "notice of default". In the event that the Agent receives such a notice, the Agent shall give prompt notice thereof to the Lenders.

10.10Rights as a Lender.    In the event the Agent is a Lender, the Agent shall have the
same rights and powers hereunder and under any other Loan Document with respect to its Commitment and its Loans as any Lender and may exercise the same as though it were not the Agent, and the term "Lender"or"Lenders"shall, at any time when the Agent is a Lender, unless the context otherwise
indicates, include the Agent in its individual capacity. The Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other
transaction, in addition to those contemplated by this Agreement or any other Loan Document, with the Borrower or any of its Subsidiaries in which the Borrower or such Subsidiary is not restricted
hereby from engaging with any other Person. The Agent, in its individual capacity, is not obligated to remain a Lender.

10.11Lender Credit Decision.    Each Lender acknowledges that it has, independently and
without reliance upon the Agent, the Arranger or any other Lender and based on the financial statements prepared by
the Borrower and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Loan Documents. Each Lender
also acknowledges that it will, independently and without reliance upon the Agent, the Arranger or any other Lender and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents.

10.12Successor Agent.    The Agent may resign at any time by giving written notice thereof
to the Lenders and the Borrower, such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five days after the retiring
Agent gives notice of its intention to resign. The Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders, such removal to be
effective on the date specified by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a
successor Agent. If no successor Agent shall have been so appointed by the Required Lenders within thirty days after the resigning Agents giving notice of its intention to resign, then the resigning
Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent. Notwithstanding the previous sentence, the Agent may at any time without the consent of the Borrower or any Lender,
appoint any of its Affiliates which is a commercial bank as a successor Agent hereunder. If the Agent has resigned or been removed and no successor Agent has been appointed, the Lenders may perform
all the duties of the Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders.
No successor Agent shall be deemed to be appointed hereunder until such successor Agent has accepted the appointment. Any such successor Agent shall be a commercial bank having capital and retained
earnings of at least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent

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shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Agent. Upon the effectiveness of the resignation or removal of the Agent,
the resigning or removed Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Agent, the
provisions of this Article X shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder and
under the other Loan Documents. In the event that there is a successor to the Agent by merger, or the Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12,
then the term"Alternate Base Rate"as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Agent.

10.13Agent's Fee.    The Borrower agrees to pay to the Agent, for its own account, the
fees agreed to by the Borrower and the Agent pursuant to that certain letter agreement dated March 29, 2002 or as otherwise agreed from time to time.

10.14Delegation to Affiliates.    The Borrower and the Lenders agree that the Agent may
delegate any of its duties under this Agreement to any of its Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents and employees) which performs duties in connection with
this Agreement shall be entitled to the same benefits of the indemnification, waiver and other protective provisions to which the Agent is entitled under Articles IX and X.

10.15Execution of Loan Documents.    The Lenders hereby empower and authorize the Agent to
execute and deliver to the Borrower on their behalf the Loan Documents and all related financing statements and any financing statements, agreements, documents or instruments as shall be necessary or
appropriate to effect the purposes of the Loan Documents.

10.16Collateral Releases.    The Lenders hereby empower and authorize the Agent to execute
and deliver to the Borrower on their behalf any agreements, documents or instruments as shall be necessary or appropriate to effect any releases of collateral which shall be permitted by the terms
hereof or of any other Loan Document or which shall otherwise have been approved by the Required Lenders (or, if required by the terms of Section 8.2, all of the Lenders) in writing.

10.17Co-Agents, Documentation Agent, Syndication Agent. Etc.    Neither any of
the Lenders identified in this Agreement as a "co-agent" nor the Documentation Agent or the Syndication Agent shall have any right, power, obligation, liability, responsibility or duty
under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender.
Each Lender hereby makes the same acknowledgments with respect to such Lenders as it makes with respect to the Agent in Section 10.11.

ARTICLE XISET OFF: RATABLE PAYMENTS

11.1Setoff.In addition to, and without limitation of, any rights of the Lenders under
applicable law, if the Borrower becomes insolvent, however evidenced, or any Default occurs, any and all deposits (including all account balances, whether provisional or final and whether or not
collected or available) and any other Indebtedness at any time held or owing by any Lender or any Affiliate of any Lender to or for the credit or account of the Borrower may be offset and applied
toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part hereof, shall then be due.

11.2Ratable Payments.If any Lender, whether by setoff or otherwise, has payment made
to it upon its total Revolving Exposure (other than payments received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than that received by any other Lender, such Lender
agrees, promptly upon demand, to purchase a portion of the aggregate total Revolving Exposure held by the other

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Lenders so that after such purchase each Lender will hold its Pro Rata Share of the aggregate total Revolving Exposure. If any Lender, whether in connection with setoff or amounts which might be
subject to setoff or otherwise, receives collateral or other protection for its Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such
action
necessary such that all Lenders share in the benefits of such collateral ratably in proportion to their respective Pro Rata Shares of the aggregate outstanding Revolving Exposure. In case any such
payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

ARTICLE XIIBENEFIT OF AGREEMENT; ASSIGNMENT; PARTICIPATIONS

12.1Successors and Assigns.The terms and provisions of the Loan Documents shall be
binding upon and inure to the benefit of the Borrower and the Lenders and their respective successors and assigns, except that (i) the Borrower shall not have the right to assign its rights or
obligations under the Loan Documents and (ii) any assignment by any Lender must be made in compliance with Section 12.3. The parties to this Agreement acknowledge that clause (ii)
of this Section 12.1 relates only to absolute assignments and does not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by any Lender of
all or any portion of its rights under this Agreement and any Note to a Federal Reserve Bank; provided, however, that no such pledge or assignment creating a security interest shall release the
transferor Lender from its obligations hereunder unless and until the parties thereto have complied with the provisions of Section 12.3. The Agent may treat the Person which made any Loan or
which holds any Note as the owner thereof for all purposes hereof unless and until such Person complies with Section 12.3; provided, however, that the Agent may in its discretion (but shall not
be required to) follow instructions from the Person which made any Loan or which holds any Note to direct payments relating to such Loan or Note to another Person. Any assignee of the rights to any
Loan or any Note agrees by acceptance of such assignment to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making
such request or giving such authority or consent is the owner of the rights to any Loan or Note, shall be conclusive and binding on any subsequent holder or assignee of the rights to such Loan or
Note.

12.2Participations.

(i)Permitted Participants: Effect.Any Lender may, at any time sell to one or more banks or other entities
("Participants") participating interests in any Revolving Exposure owing to such Lender, any Note held by such Lender, any Commitment of such Lender or
any other interest of such Lender under the Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents
shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner of its Revolving Exposure
and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such Lender
had not sold such participating interests, and the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the
Loan Documents.

(ii)Voting Rights.Each Lender shall retain the sole right to approve, without the consent of any Participant, any
amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver with respect to any Credit Extension or Commitment in which such Participant
has an interest which forgives principal, interest or fees or reduces the interest rate or fees payable with respect to any such Loan or Commitment, extends the Facility Termination Date, postpones
any date fixed for any regularly-scheduled payment of principal of, or interest or fees on, any such Loan or Commitment, releases any guarantor of any such Loan or releases all or substantially all of
the collateral, if any, securing any such Loan.

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(iii)Benefit of Setoff.The Borrower agrees that each Participant shall be deemed to have the right of setoff provided in
Section 11. 1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a
Lender under the Loan Documents, provided that each Lender shall retain the right of setoff provided in Section 11 .1 with respect to the amount of participating interests sold to each
Participant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11 .1, agrees to share with each Lender, any amount
received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 11.2 as if each Participant were a Lender.

12.3Assignments.

(i)Permitted Assignments.Any Lender may, at any time assign to one or more banks or other entities
("Purchasers") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of
Exhibit C or in such other form as may be agreed to by the parties thereto. The consent of the Borrower and the Agent and the LC Issuer shall be required prior to an assignment becoming
effective with respect to a Purchaser which is not a Lender or an Affiliate thereof, provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall not be
required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (unless each of the Borrower
and the Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender's Commitment (calculated as at the date
of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

(ii)Effect: Effective Date.Upon (i) delivery to the Agent of an assignment, together with any consents required by
Section 12.3.1, and (ii) payment of a $4,000 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such assignment shall become effective on the
effective date specified in such assignment. The assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and
Revolving Exposure under the applicable assignment agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will
not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by
or on behalf
of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the
Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and Revolving Exposure assigned to such Purchaser. Upon
the consummation of any assignment to a Purchaser pursuant to this Section 12.3.2, the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that new Notes or, as
appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting
their respective Commitments, as adjusted pursuant to such assignment.

12.4Dissemination of Information.The Borrower authorizes each Lender to disclose to
any Participant or Purchaser or any other Person acquiring an interest in the Loan Documents by operation of law (each a"Transferee") and any
prospective Transferee any and all information in such Lender's possession concerning the creditworthiness of the Borrower and its Subsidiaries, including without limitation any information contained
in any Reports; provided that each Transferee and prospective Transferee agrees to be bound by Section 9.11 of this Agreement.

12.5Tax Treatment.If any interest in any Loan Document is transferred to any
Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the

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transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.5(iv).

ARTICLE XIIINOTICES

13.1Notices.Except as otherwise permitted by Section 2.14 with respect to
borrowing notices, all notices, requests and other communications to any party hereunder shall be in writing (including electronic transmission, facsimile transmission or similar writing) and shall be
given to such party: (x) in the case of the Borrower or the Agent, at its address or facsimile number set forth on the signature pages hereof, (y) in the case of any Lender, at its
address or facsimile number set forth in its administrative questionnaire or (z) in the case of any party, at such other address or facsimile number as such party may hereafter specify for the
purpose by notice to the Agent and the Borrower in accordance with the provisions of this Section 13.1. Each such notice, request or other communication shall be effective (i) if given
by facsimile transmission, when transmitted to the facsimile number specified in this Section and confirmation of receipt is received, (ii) if given by mail, 72 hours after such
communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (iii) if given by any other means, when delivered (or, in the case of electronic
transmission, received) at the address specified in this Section; provided that notices to the Agent under Article II shall not be effective until received.

13.2Change of Address.The Borrower, the Agent and any Lender may each change the
address for service of notice upon it by a notice in writing to the other parties hereto.

ARTICLE XIVCOUNTERPARTS

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

ARTICLE XVCHOICE OF LAW: CONSENT TO JURISDICTION: WAIVER OF JURY TRIAL

15.1Choice Of Law And Venue.(a) THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS (BUT NOT THE RULES GOVERNING CONFLICTS OF LAWS) OF THE STATE OF TEXAS AND SHALL BE PERFORMABLE IN DALLAS COUNTY, TEXAS.The parties hereto irrevocably submit themselves to the jurisdiction of any Texas state court or any United States court located in the state of Texas (or any court having jurisdiction over appeals
from any such court) in any proceeding between or among them arising out of or in any way relating to this Agreement or the Loan Documents whether arising in contract, tort or otherwise. Any suit,
action or proceeding may be brought in the courts of the State of Texas, County of Dallas, or in the United States District Court for the Northern District of Texas, Dallas division. All parties
hereto irrevocably consent to the service of process in any suit, action or proceeding in said court by the mailing thereof, by registered or certified mail, postage prepaid, to its address for
notices set forth in this Agreement. Service shall be deemed effective five (5) days after such mailing. If requested to do so by any party, each party hereto agrees to waive service of process
and to execute any and all documents necessary to implement such waiver in accordance with the Texas Rules of Civil Procedure. All parties hereto irrevocably waive any objections which any may now or
hereafter have (including any based on the grounds of forum non conveniens) to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Loan Documents
brought in the courts located in the State of Texas, County of Dallas. Nothing herein impairs the right to bring proceedings in the courts of any other jurisdiction or to effect service of process in
any other manner permitted.

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(b)  The
parties recognize that courts outside of Dallas County, Texas, may also have jurisdiction over suits, actions or proceedings arising out of this Agreement and the
Loan Documents. Except for proceedings brought by the Agent and/or the Lenders in those jurisdictions where the Mortgaged
Properties are located, in the event any party shall institute a proceeding involving this Agreement or the Loan Documents in a jurisdiction outside Dallas County, Texas, the party instituting such
litigation shall indemnify the other parties for any losses and expenses that may result from the breach of the foregoing covenant to institute such proceeding only in a state or federal court in
Dallas County, Texas, including without limitation any additional expenses incurred as the result of litigating in another jurisdiction, such as the expenses and reasonable fees of local counsel and
travel and lodging expenses of the indemnified parties, its witnesses, experts and support personnel.

15.2Waiver Of Jury Trial.THE BORROWER, THE AGENT, THE LC
ISSUER AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF,
RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

ARTICLE XVINOTICE OF FINAL AGREEMENT

THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

IN
WITNESS WHEREOF, the Borrower, the Lenders and the Agent have executed this Agreement as of the date first above-written.

|                                                                                                                              |  | EQUITY OIL COMPANY                     
|----------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------
|10 West 300 South, Suite 806
Salt Lake City, Utah 84101
Telephone: (801) 521-3513
Facsimile: (801) 521-3534                   |  | By:                                    
|                                                                                                                              |  | BANK ONE, NA, Individually and as Agent
|One Bank One Plaza, 10th Floor
Mail Code IL1-0362
Chicago, Illinois 60670
Telephone: (312) 732-6886
Facsimile: (312) 732-3055 |  | By:                                    
|Amount of Commitment: $75,000,000                                                                                             |  |                                        

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PRICING SCHEDULE

Applicable Margin

Level I
Status

Level II
Status

Level III
StatusEurodollar Rate Loans

1.75
%
2.00
%
2.25
%Alternate Base Rate Loans

.75
%
1.00
%
1.25
%Applicable Fee Rate

.375
%
.50
%
.50
%


For
the purposes of this Schedule, the following terms have meanings, subject to the final paragraph of this Schedule:



The
Applicable Margin and Applicable Fee Rate shall be determined by the Agent from time to time in accordance with the foregoing table.

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EXHIBIT A
FORM OF OPINION

As
of April 12, 2002

The
Agent, the Lenders who are parties to the
Credit Agreement described below, and Montreal
Trust Company of Canada.

Gentlemen/Ladies:

We
are counsel for Equity Oil Company (the"Borrower"), and have represented the Borrower in connection with its execution and delivery of
a Credit Agreement dated as of April 12, 2002 (the"Agreement") among the Borrower, the Lenders named therein, and Bank One, NA, as Agent, and
providing for Advances in an aggregate principal amount not exceeding $75,000,000 at any one time outstanding. All capitalized terms used in this opinion and not otherwise defined herein shall have
the meanings attributed to them in the Agreement.

We
have examined the Borrower's **[describe constitutive documents of Borrower and appropriate evidence of authority to enter into the transaction] * *, the Loan
Documents and such other matters of fact and law which we deem necessary in order to render this opinion. Based upon the foregoing, it is our opinion that:

1.    Each
of the Borrower and its Subsidiaries is a corporation, partnership or limited liability company duly and properly incorporated or organized, as the case may be,
validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation
or organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted.

2.    The
execution and delivery by the Borrower of the Loan Documents to which it is a party and the performance by the Borrower of its obligations thereunder have been duly
authorized by proper corporate proceedings on the part of the Borrower and will not:



3.    The
Loan Documents to which the Borrower is a party have been duly executed and delivered by the Borrower and constitute legal, valid and binding obligations of the
Borrower enforceable against the Borrower in accordance with their terms except to the extent the enforcement thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement
of creditors' rights generally and subject also to the availability of equitable remedies if equitable remedies are sought.

4.    The
Loan Documents to which each Subsidiary is a party have been duly executed and delivered by such Subsidiary and constitute legal, valid and binding obligations of
such Subsidiary and forcible against such Subsidiary in accordance with their terms, except to the extent that the

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enforcement thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and subject also to the availability of equitable remedies if
equitable remedies are sought.

5.    There
is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the best of our knowledge after due inquiry, threatened against the
Borrower or any of its Subsidiaries which, if adversely determined, could reasonably be expected to have a Material Adverse Effect.

6.    No
order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in
respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of its Subsidiaries, is required to be obtained by the Borrower
or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under the Agreement, the payment and performance by the Borrower of the Obligations, or
the legality, validity, binding effect or enforceability of any of the Loan Documents.

This
opinion may be relied upon by the Agent, the Lenders and their participants, assignees and other transferees.



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EXHIBIT B
COMPLIANCE CERTIFICATE

|To: | The Lenders parties to the
Credit Agreement Described Below
|--- | -----------------------------------------------------------

This
Compliance Certificate is furnished pursuant to that certain Credit Agreement dated as of April 12, 2002, (as amended, modified, renewed or extended from time to time, the "Agreement") among
Equity Oil Company (the"Borrower"), the Lenders party thereto and Bank One, NA, as
Agent for the Lenders. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.

THE
UNDERSIGNED HEREBY CERTIFIES THAT:

1.    I
am the duly elected                        of the Borrower;

2.    I
have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the
Borrower and its Subsidiaries during the accounting period covered by the attached financial statements;

3.    The
examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or
Unmatured Default during or at the end of
the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below; and

4.    Schedule I
attached hereto sets forth financial data and computations evidencing the Borrower's compliance with certain covenants of the Agreement, all of which
data and computations are true, complete and correct.

5.    Schedule II
hereto sets forth the determination of the interest rates to be paid for Advances and the commitment fee rates commencing on the fifth day following
the delivery hereof..

6.    Schedule III
attached hereto sets forth the various reports and deliveries which are required at this time under the Credit Agreement, and the other Loan Documents
and the status of compliance.

Described
below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which
the Borrower has taken, is taking, or proposes to take with respect to each such condition or event: The foregoing certifications, together with the computations set forth in Schedule I and
Schedule II hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this            day
of                        , 200  .

| |  | of Equity Oil
Company
| |  | ---------------------

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SCHEDULE I TO COMPLIANCE CERTIFICATE

Compliance
as of                        ,        with
Provisions of            and            of
the Agreement

---

SCHEDULE II TO COMPLIANCE CERTIFICATE

Borrower's
Applicable Margin Calculation

---

SCHEDULE III TO COMPLIANCE CERTIFICATE

Reports
and Deliveries Currently Due

---

EXHIBIT C
ASSIGNMENT AGREEMENT

This Assignment Agreement (this"Assignment Agreement")
between                        (the "Assignor")
and                        (the"Assignee") is dated as
of                        , 200    . The
parties hereto agree as follows:

1.    PRELIMINARY
STATEMENT. The Assignor is a party to a Credit Agreement (which, as it may be amended, modified, renewed or extended from time to time is herein called the "Credit Agreement") described in Item I
of Schedule I attached hereto ("Schedule 1").
Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement.

2.    ASSIGNMENT
AND ASSUMPTION. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to
the Assignor's rights and obligations under the Credit Agreement and the other Loan Documents, such that after giving effect to such assignment the Assignee shall have purchased pursuant to this
Assignment Agreement the percentage interest specified in Item 3 of Schedule 1 of all outstanding rights and obligations under the Credit Agreement and the other Loan Documents relating to the
facilities listed in Item 3 of Schedule 1. The aggregate Commitment (or Loans, if the applicable Commitment has been terminated) purchased by the Assignee hereunder is set forth in Item 4 of
Schedule 1.

3.    EFFECTIVE
DATE. The effective date of this Assignment Agreement (the"Effective Date") shall be the later of the date
specified in Item S of Schedule 1 or two Business Days (or such shorter period agreed to by the Agent) after this Assignment Agreement, together with any consents required under the Credit
Agreement, are delivered to the Agent. In no event will the Effective Date occur if the payments required to be made by the Assignee to the Assignor on the Effective Date are not made on the proposed
Effective Date.

4.    PAYMENT
OBLIGATIONS. In consideration for the sale and assignment of Loans hereunder, the Assignee shall pay the Assignor, on the Effective Date, the amount agreed to by
the Assignor and the Assignee. On and after the Effective Date, the Assignee shall be entitled to receive from the Agent all payments of principal, interest and fees with respect to the interest
assigned hereby. The Assignee will promptly remit to the Assignor any interest on Loans and fees received from the Agent which relate to the portion of the Commitment or Loans assigned to the Assignee
hereunder for periods prior to the Effective Date and not previously paid by the Assignee to the Assignor. In the event that either party
hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, then the party receiving such amount shall promptly remit it to the other party hereto.

5.    RECORDATION
FEE. The Assignor and Assignee each agree to pay one-half of the recordation fee required to be paid to the Agent in connection with this
Assignment Agreement unless otherwise specified in Item 6 of Schedule 1.

6.    REPRESENTATIONS
OF THE ASSIGNOR, LIMITATIONS ON THE ASSIGNOR'S LIABILITY. The Assignor represents and warrants that (i) it is the legal and beneficial owner of the
interest being assigned by it hereunder, (ii) such interest is free and clear of any adverse claim created by the Assignor and (iii) the execution and delivery of this Assignment
Agreement by the Assignor is duly authorized. It is understood and agreed that the assignment and assumption hereunder are made without recourse to the Assignor and that the Assignor makes no other
representation or warranty of any kind to the Assignee. Neither the Assignor nor any of its officers, directors, employees, agents or attorneys shall be responsible for (i) the due execution,
legality, validity, enforceability, genuineness, sufficiency or collectability of any Loan Document, including without limitation, documents granting the Assignor and the other Lenders a security
interest in assets of the Borrower or any guarantor, (ii) any

1

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representation, warranty or statement made in or in connection with any of the Loan Documents, (iii) the financial condition or creditworthiness of the Borrower or any guarantor,
(iv) the performance of or compliance with any of the terms or provisions of any of the Loan Documents, (v) inspecting any of the property, books or records of the Borrower,
(vi) the validity, enforceability, perfection, priority, condition, value or sufficiency of any collateral securing or purporting to secure the Loans or (vii) any mistake, error of
judgment, or action taken or omitted to be taken in connection with the Loans or the Loan Documents.

7.    REPRESENTATIONS
AND UNDERTAKINGS OF THE ASSIGNEE. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the
financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment
Agreement, (ii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information at it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Agent to take such action as agent on its
behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) confirms
that the execution and delivery of this Assignment Agreement by the Assignee is duly authorized, (v) agrees that it will perform in accordance with their terms all of the obligations which by
the terms of the Loan Documents are required to be performed by it as a Lender, (vi) agrees that its payment instructions and notice instructions are as set forth in the attachment to
Schedule 1, (vii) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are "plan assets" as defined under ERISA
and that its rights, benefits and interests in and under the Loan Documents will not be "plan assets" under ERISA, (viii) agrees to indemnify and hold the Assignor harmless against all losses,
costs and expenses (including, without limitation, reasonable attorneys' fees) and liabilities incurred by the Assignor in connection with or arising in any manner from the Assignee's
non-performance of the obligations assumed under this Assignment Agreement, and (ix) if applicable, attaches the forms
prescribed by the Internal Revenue Service of the United States certifying that the Assignee is entitled to receive payments under the Loan Documents without deduction or withholding of any United
States federal income taxes.

8.    GOVERNING
LAW. This Assignment Agreement shall be governed by the internal law, and not the law of conflicts, of the State of Texas.

9.    NOTICES.
Notices shall be given under this Assignment Agreement in the manner set forth in the Credit Agreement. For the purpose hereof, the addresses of the parties
hereto (until notice of a change is delivered) shall be the address set forth in the attachment to Schedule 1.

10.  COUNTERPARTS;
DELIVERY BY FACSIMILE. This Assignment Agreement may be executed in counterparts. Transmission by facsimile of an executed counterpart of this Assignment
Agreement shall be deemed to constitute due and sufficient delivery of such counterpart and such facsimile shall be deemed to be an original counterpart of this Assignment Agreement.

IN
WITNESS WHEREOF, the duly authorized officers of the parties hereto have executed this Assignment Agreement by executing Schedule 1 hereto as of the date first above written.

2

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SCHEDULE 1
to Assignment Agreement

|1. |  | Description and Date of Credit Agreement:
Credit Agreement Among Equity Oil Company, the Lenders and Bank One, NA as Agent, dated as of April 12, 2002
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|2. |  | Date of Assignment Agreement:                                                                                                                         
|3. |  | Amounts (As of Date of Item 2 above):                                                                                                                 
|   |  | a.                                                                                                                                                    
|   |  |                                                                                                                                                       
|   |  | b.                                                                                                                                                    
|   |  |                                                                                                                                                       
|4. |  | Assignee's Commitment (or Loans with respect to terminated Commitments) purchased hereunder:                                                          
|   |  |                                                                                                                                                       
|5. |  | Proposed Effective Date:                                                                                                                              
|6. |  | Non-standard Recordation Fee Arrangement                                                                                                              

|Accepted and Agreed:                            |  |                                                     |  |       
|----------------------------------------------- |  | --------------------------------------------------- |  | ------
|[NAME OF ASSIGNOR]                              |  | [NAME OF ASSIGNEE]                                 
|By:                                             |  |                                                     |  | By:   
|Title:                                          |  |                                                     |  | Title:
|ACCEPTED AND CONSENTED TO BY
EQUITY OIL COMPANY |  | ACCEPTED AND CONSENTED TO BY
BANK ONE, NA, As Agent
|By:                                             |  |                                                     |  | By:   
|Title:                                          |  |                                                     |  | Title:

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Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT

ADMINISTRATIVE INFORMATION SHEET

Attach
Assignor's Administrative Information Sheet, which must
include notice addresses for the Assignor and the Assignee
(Sample form shown below)

ASSIGNOR INFORMATION

Contact:

|Name:    |  |  |  | Telephone No.: |  | 
|-------- |  |  |  | -------------- |  | 
|Fax No.: |  |  |  | Telex No.:     |  | 
|         |  |  |  | Answerback:    |  | 

Payment Information:

Name &
ABA # of Destination Bank:

Account
Name & Number for Wire Transfer:

Other
Instructions:

Address for Notices for Assignor:

ASSIGNEE INFORMATION

Credit Contact:

|Name:    |  |  |  | Telephone No.: |  | 
|-------- |  |  |  | -------------- |  | 
|Fax No.: |  |  |  | Telex No.:     |  | 
|         |  |  |  | Answerback:    |  | 

Key Operations Contacts:

|Booking Installation: |  |  |  | Booking Installation: |  | 
|--------------------- |  |  |  | --------------------- |  | 
|Name:                 |  |  |  | Name:                 |  | 
|Telephone No.:        |  |  |  | Telephone No.:        |  | 
|Fax No.:              |  |  |  | Fax No.:              |  | 
|Telex No.:            |  |  |  | Telex No.:            |  | 
|Answerback:           |  |  |  | Answerback:           |  | 

Payment Information:

Name &
ABA # of Destination Bank:

Account
Name & Number for Wire Transfer:

Other
Instructions:

Address for Notices for Assignee:

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BANK ONE INFORMATION

Assignee
will be called promptly upon receipt of the signed agreement.

|Initial Funding Contact: |  | Subsequent Operations Contact:
|------------------------ |  | ------------------------------
|Name:                    |  |                               
|Telephone No.:           |  | (312)                         
|Fax No.:                 |  | (312)                         
|                         |  |                               

Initial Funding Standards:

LiborFund
2 days after rates are set.

|Bank One Wire Instructions:       |  | BANK ONE, NA, ABA # xxxxxxxxx
LS2 Incoming Account #xxxxxxxxxxxx
|--------------------------------- |  | ----------------------------------------------------------------
|                                  |  | Ref:                                                            
|Address for Notices for Bank One: |  |                                                                 

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EXHIBIT D
LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION

To
Bank One, NA
as Agent (the"Agent") under the Credit Agreement
Described Below.

The
Agent is specifically authorized and directed to act upon the following standing money transfer instructions with respect to the proceeds of Advances or other extensions of credit
from time to time until receipt by the Agent of a specific written revocation of such instructions by the Borrower, provided, however, that the Agent may otherwise transfer funds as hereafter directed
in writing by the Borrower in accordance with Section 13.1 of the Credit Agreement or based on any telephonic notice made in accordance with Section 2.14 of the Credit Agreement.

Facility
Identification Number(s)

Customer/Account
Name

Transfer
Funds To

For
Account No.

Reference/Attention
To

Authorized
Officer (Customer Representative)
        Date:                                 
       , 200  .

|(Please Print)    |  |  |  | Signature |  | 
|----------------- |  |  |  | --------- |  | 
|                  |  |  |  |           |  | 
|Bank Officer Name |  |  |  | Date      |  | 
|                  |  |  |  |           |  | 
|(Please Print)    |  |  |  | Signature |  | 
|                  |  |  |  |           |  | 

(Deliver
Completed Form to Credit Support Staff For Immediate Processing)

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EXHIBIT E
NOTE

$               
                                          
                                          
       As
of  , 200

Equity
Oil Company, a Colorado corporation (the"Borrower"), promises to pay to the order
of
(the"Lender")
($), or, if less, the aggregate unpaid principal amount
of all Loans made by the Lender to the Borrower pursuant
to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of Bank One, NA in Dallas, Texas, as Agent, together with interest on the unpaid
principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility
Termination Date.

The
Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and
the date and amount of each principal payment hereunder.

This
Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement dated as of April 12, 2002, (which, as it may be amended or modified and
in effect from time to time, is herein called the"Agreement"), among the Borrower, the lenders party thereto, including the Lender, and Bank One, NA as
Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its
maturity date accelerated. This Note is secured pursuant to the Loan Documents, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and
provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement.

| |  | EQUITY OIL COMPANY
| |  | ------------------
| |  | By:               
| |  |                   
| |  | Print Name:       
| |  |                   
| |  | Title:            
| |  |                   

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SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
TO
NOTE OF                        ,
DATED                        ,

|Date |  | Principal
Amount of Loan |  | Maturity of
Interest Period |  | Principal
Amount Paid |  | Unpaid
Balance
|---- |  | ------------------------ |  | --------------------------- |  | --------------------- |  | --------------
|     |  |                          |  |                             |  |                       |  |               
|     |  |                          |  |                             |  |                       |  |               

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EXHIBIT F
AFFIDAVIT OF PAYMENT OF TRADE BILLS

To:
Bank One, NA, as Agent

Reference
is made to that certain Credit Agreement amongEQUITY OIL COMPANY, the Lenders named therein andBANK
ONE, NA, as Agent dated as of April 12, 2002 (the"Loan Agreement"). The terms used herein shall have the same meanings
as provided therefor in the Loan Agreement, unless the context hereof otherwise requires or provides.

The
undersigned Paul M. Dougan, the President of Borrower, HEREBY CERTIFIES individually and on behalf of Borrower to the Lenders that, after reasonable investigation and except to the
extent indicated on Schedule I (if no Schedule I is attached, then there are no such exceptions), he has no knowledge of the existence of unpaid debts owing to persons or entities for
the furnishing of goods, labor, services or materials in connection with the Yolo County Properties, which debts are more than 45 days past due and which debts if unpaid could result in the
creation of a lien against such Yolo County Properties.

Executed
on the date of the notary certification below to be effective as of April 12, 2002.

|                                                                          |  |   |  | Paul M. Dougan, Individually and on behalf of
Equity Oil Company |  | 
|------------------------------------------------------------------------- |  | - |  | ---------------------------------------------------------------- |  | 
|STATE OF CALIFORNIA                                                       |  | § |  |                                                                  |  | 
|                                                                          |  | § |  |                                                                  |  | 
|COUNTY OF                                                                 |  | § |  |                                                                  |  | 
|SWORN TO AND SUBSCRIBED before me on April     , 2002, by Paul M. Dougan.
|                                                                          |  |   |  | Notary Public, State of California                               |  | 
|                                                                          |  |   |  |                                                                  |  | 

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EXHIBIT G
YOLO COUNTY PROPERTIES
PROPERTY CERTIFICATE

TO:
BANK ONE, NA, as Collateral Agent

Reference
is made to that certain Credit Agreement dated as of April 12, 2002 (the"Agreement") among EQUITY OIL COMPANY, the Lenders named therein andBANK ONE, NA, as Agent. The defined terms in this
Certificate shall have the same meanings as provided therefor in the Loan Agreement, unless the context hereof otherwise requires or provides. This is the Property Certificate referred to in the
Agreement.

The
Borrower has mortgaged to the Bank its Mineral Interests in the Yolo County Properties. The Borrower HEREBY CERTIFIES to the Bank that true, complete and correct responses for items
A through F below for Yolo County Properties are described on the exhibit to the Property Certificate:



All
of the information listed on the attachments to this Property Certificate is true, complete and correct in all material respects. This Property Certificate is given for the purpose
of inducing the Lenders to enter into the Agreement, and the undersigned recognize that the Lenders are relying upon this Property Certificate in connection with the transactions contemplated by the
Agreement and that but for the statements made herein, the Lenders would not enter into the Agreement.

EXECUTED
on the date of the notary certification below to be effective as of April 12, 2002.

| |  | EQUITY OIL COMPANY
| |  | ------------------
| |  | By:               

SWORN
TO AND SUBSCRIBED before me this    day of April, 2002 by Paul M. Dougan, the President of Equity Oil Company, a Colorado corporation, on behalf of said corporation.

| |  |  |  | Notary Public, State of
| |  |  |  | -----------------------

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SCHEDULE 1

SUBSIDIARIES AND OTHER INVESTMENTS(See Sections 5.8 and 6.14)

|Investment In |  | Jurisdiction of
Organization |  | Owned By |  | Amount of
Investment |  | Percent
Ownership
|------------- |  | ---------------------------- |  | -------- |  | -------------------- |  | -----------------
|None          |  |                              |  |          |  |                      |  |                  

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SCHEDULE 2

INDEBTEDNESS AND LIENS*(See Sections 5.14, 6.11 and 6.15)

|Indebtedness
Incurred By |  | Indebtedness
Owed To |  | Property
Encumbered (If Any) |  | Maturity and
Amount of
Indebtedness
|------------------------ |  | -------------------- |  | ---------------------------- |  | -----------------------------------
|                         |  |                      |  |                              |  |                                    
|                         |  |                      |  |                              |  |                                    
|                         |  |                      |  |                              |  |                                    
|                         |  |                      |  |                              |  |                                    
|                         |  |                      |  |                              |  |                                    
|                         |  |                      |  |                              |  |                                    
|                         |  |                      |  |                              |  |                                    

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*
For purposes of this Schedule 2, items of Indebtedness (and liens securing the same) of less than $100,000 are omitted unless such items exceed $250,000 in the aggregate.

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