Exhibit 10.19


 


[EXECUTION COPY]


 




 





364-DAY CREDIT AGREEMENT,


 


dated as of November 27, 2002


 


among


 


NOBLE
ENERGY, INC.,


as the Borrower,


 


JPMORGAN
CHASE BANK,


as the Administrative Agent for the Lenders,


 


WACHOVIA BANK, NATIONAL ASSOCIATION,



as the Syndication Agent for the Lenders,


 


SOCIÉTÉ
GÉNÉRALE,


CITIBANK, N.A.


DEUTSCHE BANK AG NEW YORK BRANCH


and


THE ROYAL BANK OF SCOTLAND PLC,


as the Co-Documentation Agents for the
Lenders,


 


and


 


CERTAIN COMMERCIAL LENDING INSTITUTIONS,


as the Lenders


 












 


J.P.
MORGAN SECURITIES INC.,


as Lead Arranger and Sole Bookrunner




 





 

















 


364-DAY CREDIT AGREEMENT


 


THIS 364-DAY CREDIT AGREEMENT, dated as of November 27, 2002 (as may be
amended, restated, supplemented or otherwise modified from time to time, this “Agreement”),
is among NOBLE ENERGY, INC., a Delaware corporation (the “Borrower”),
JPMORGAN CHASE BANK (“JPMorgan”), as administrative agent (JPMorgan in
such capacity, together with any successor(s) thereto in such capacity, the “Agent”),  WACHOVIA BANK, NATIONAL ASSOCIATION, as syndication agent (in such capacity,
together with any successor(s) thereto in such capacity, the “Syndication
Agent”), SOCIÉTÉ GÉNÉRALE,
CITIBANK, N.A. DEUTSCHE BANK AG NEW YORK BRANCH and THE ROYAL BANK OF
SCOTLAND PLC, as
co-documentation agents (in such capacity, together with any successor(s)
thereto in such capacity, individually, a “Co-Documentation Agent” and,
collectively, the “Co-Documentation Agents”), and certain commercial
lending institutions as are or may become parties hereto (collectively, the “Lenders”).


 


The parties hereto agree as follows:


 


ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS


 


SECTION 1.1                          Defined
Terms.  The following terms (whether
or not underscored) when used in this Agreement, including its preamble and
recitals, shall, except where the context otherwise requires, have the
following meanings (such meanings to be equally applicable to the singular and
plural forms thereof):


 


“Affiliate” of any Person means any other Person which, directly
or indirectly, controls, is controlled by or is under common control with such
Person (excluding any trustee under, or any committee with responsibility for
administering, any Plan).  A Person
shall be deemed to be “controlled by” any other Person if such other Person
possesses, directly or indirectly, power (a) to vote 20% or more of the
securities (on a fully diluted basis) having ordinary voting power for the
election of directors or managing general partners; or (b) to direct or cause
the direction of the management and policies of such Person whether by contract
or otherwise.


 


“Agent” is defined in the preamble and includes each
other Person as shall have subsequently been appointed as the successor Agent
pursuant to Section 9.4.


 


“Agents” means the Agent, the Syndication Agent, and the Co-Documentation
Agents, together with any successors in any such capacities.


 


“Agreement” means, on any date, this 364-Day Credit Agreement as
originally in effect on the Effective Date and as thereafter from time to time
amended, supplemented, amended and restated, or otherwise modified and in
effect on such date.


 


“Administrative Questionnaire” means an Administrative
Questionnaire in a form supplied by the Agent.


 


“Applicable Facility Fee Rate” means the number of basis points
per annum (based on a year of 360 days) set forth below based on the Applicable
Rating Level on such date:


 

















 


 




	
  Applicable Rating Level

  	
   

  	
  Applicable
  Facility Fee Rate

  	
   

  
	
  Level I

  	
   

  	
  12.5

  	
   

  
	
  Level II

  	
   

  	
  15.0

  	
   

  
	
  Level III

  	
   

  	
  17.5

  	
   

  
	
  Level IV

  	
   

  	
  20.0

  	
   

  
	
  Level V

  	
   

  	
  25.0

  	
   

  






 


In the event that any outstanding Revolving Loans are converted to Term
Loans pursuant to Section 2.1.2, then the Applicable Facility Fee Rate
shall be increased by 25.0 basis points. 
Changes in the Applicable Facility Fee Rate will occur automatically
without prior notice.  The Agent will
give notice promptly to the Borrower and the Lenders of changes in the
Applicable Facility Fee Rate.


 


“Applicable Margin” means on any date and with respect to each
Eurodollar Loan the number of basis points per annum set forth below based on the
Applicable Rating Level on such date:


 




	
  Applicable Rating 

  Level

  	
   

  	
  Utilization
  less than or 

  equal to 25%

  	
   

  	
  Utilization
  greater than 

  25%

  	
   

  
	
  Level I

  	
   

  	
  62.5

  	
   

  	
  87.5

  	
   

  
	
  Level II

  	
   

  	
  72.5

  	
   

  	
  97.5

  	
   

  
	
  Level III

  	
   

  	
  82.5

  	
   

  	
  107.5

  	
   

  
	
  Level IV

  	
   

  	
  105.0

  	
   

  	
  130.0

  	
   

  
	
  Level V

  	
   

  	
  125.0

  	
   

  	
  150.0

  	
   

  






 


In the event that any outstanding Revolving Loans are converted to Term
Loans pursuant to Section 2.1.2, then the Applicable Margin as to such
Loans shall be increased by 0.25%. 
Changes in the Applicable Margin will occur automatically without prior
notice.  The Agent will give notice
promptly to the Borrower and the Lenders of changes in the Applicable Margin.


 


“Applicable Rating Level” means (i) at any time that Moody’s and
S&P have the equivalent rating or split ratings of not more than one rating
differential of the Borrower’s senior unsecured long-term debt, the level set
forth in the chart below under the heading “Applicable Rating Level” opposite
the rating under the heading “Moody’s” or “S&P” which is the higher of the
two if split ratings or opposite the ratings under the headings “Moody’s” and
“S&P” if equivalent, and (ii) at any time that Moody’s and S&P have
split ratings of more than one rating differential of the Borrower’s senior
unsecured long-term debt, the level set forth in the chart 


 


2

















 


below under the “Applicable Rating Level” opposite the rating under the
heading “Moody’s” or “S&P” which is one notch higher than the lower of the
two ratings.


 




	
  Applicable Rating Level

  	
   

  	
  Moody’s

  	
   

  	
  S&P

  	
   

  
	
  Level I

  	
   

  	
  >A3

  	
   

  	
  >A-

  	
   

  
	
  Level II

  	
   

  	
  Baa1

  	
   

  	
  BBB+

  	
   

  
	
  Level III

  	
   

  	
  Baa2

  	
   

  	
  BBB

  	
   

  
	
  Level IV

  	
   

  	
  Baa3

  	
   

  	
  BBB-

  	
   

  
	
  Level V

  	
   

  	
  <Ba1

  	
   

  	
  <BB+

  	
   

  






 


For example, if the Moody’s rating is Baa1 and the S&P rating is
BBB, Level II shall apply.


 


For purposes of the foregoing, (i) “>“ means a rating equal
to or more favorable than; “<“ means a rating equal to or less
favorable than; “>“ means a rating greater than; “<“ means a rating less
than; (ii) if a rating for the Borrower’s senior unsecured long-term debt
is not available from one of the Rating Agencies, the Applicable Rating Level
will be based on the rating of the other Rating Agency; (iii) if ratings
for the Borrower’s senior unsecured long-term debt is available from neither
S&P nor Moody’s, Level V shall be deemed applicable; (iv) if determinative
ratings shall change (other than as a result of a change in the rating system
used by any applicable Rating Agency) such that a change in Applicable Rating
Level would result, such change shall effect a change in Applicable Rating
Level as of the day on which it is first announced by the applicable Rating
Agency, and any change in the Applicable Margin or percentage used in
calculating fees due hereunder shall apply commencing on the effective date of
such change and ending on the date immediately preceding the effective date of
the next such change; and (v) if the rating system of any of the Rating
Agencies shall change prior to the date all obligations hereunder have been
paid and the Commitments canceled, the Borrower and the Lenders shall negotiate
in good faith to amend the references to specific ratings in this definition to
reflect such changed rating system, and pending such amendment, if no
Applicable Rating Level is otherwise determinable based upon the foregoing, Level
V shall apply.


 


“Arranger” means J.P. Morgan Securities Inc., in its capacity as
sole lead arranger.


 


“Assignee Lender” is defined in Section 10.10.1.


 


“Authorized Officer” means, relative to the Borrower, the
President, any Senior Vice President, the Treasurer or the Secretary of the
Borrower, or any other officer of the Borrower specified as such to the Agent
in writing by any of the aforementioned officers of the Borrower.


 


“Base Rate” means, on any date and with respect to all Base Rate
Loans, a fluctuating rate of interest per annum equal to the higher of
(a) the rate of interest most recently announced by JPMorgan at its
Domestic Office as its base rate for Dollar loans; and (b) the Federal Funds
Rate most recently determined by the Agent plus 1⁄2%.  The Base Rate is not necessarily intended to be the lowest rate
of interest determined by JPMorgan in connection with extensions of
credit.  


 


3

















 


Changes in the rate of
interest on that portion of any Loans maintained as Base Rate Loans will take
effect simultaneously with each change in the Base Rate.  The Agent will give notice promptly to the
Borrower and the Lenders of changes in the Base Rate.


 


“Base Rate Loan” means a Loan bearing interest
at a fluctuating rate determined by reference to the Base Rate.


 


“Borrower” is defined in the preamble,
and includes its permitted successors and assigns.


 


“Borrowing” means any extension of credit (as
opposed to any continuation or conversion thereof) made by the Lenders by way
of Loans.


 


“Borrowing Date” means a date on which a
Borrowing is made hereunder.


 


“Borrowing Request” means a loan request and
certificate duly executed by an Authorized Officer of the Borrower,
substantially in the form of Exhibit 2.5 hereto.


 


“Business Day” means (a) any day which is
neither a Saturday or Sunday nor a legal holiday on which banks are authorized
or required to be closed in New York, New York or Houston, Texas; and (b)
relative to the making, continuing, prepaying or repaying of any Eurodollar
Borrowing, any day on which dealings in Dollars are carried on in the London
and New York Eurodollar interbank market.


 


“Capitalization” means the sum, at any time
outstanding and without duplication, of (i) Debt plus (ii) Stockholders’
Equity.


 


“Capitalized Lease Liabilities” means all
monetary obligations of the Borrower or any of its Subsidiaries under any
leasing or similar arrangement which, in accordance with GAAP, would be
classified as capitalized leases, and, for purposes of this Agreement and each
other Loan Document, the amount of such obligations shall be the capitalized
amount thereof, determined in accordance with GAAP, and the stated maturity
thereof shall be the date of the last payment of rent or any other amount due
under such lease prior to the first date upon which such lease may be
terminated by the lessee without payment of a penalty.


 


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


 


“Change in Control” means (a) the acquisition
by any Person, or two or more Persons acting in concert, of beneficial
ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934) of 30% or more of the
outstanding shares of voting stock of the Borrower; or (b) the failure of the
Borrower to own, free and clear of all Liens or encumbrances (other than
non-consensual Liens or encumbrances which are not material or which are fully
discharged or with respect to obligations which are fully bonded, in either
case within thirty (30) days after the imposition of such Lien or encumbrance)
at least 100% of the outstanding shares of voting stock of SOC on a fully
diluted basis.


 


4

















 


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


 


“Co-Documentation Agent” and “Co-Documentation
Agents” are defined in the preamble.


 


“Commitment” means, as to any Lender, the
obligation, if any, of such Lender to make Loans pursuant to Section 2.1.1
or Section 2.1.2 of this Agreement in an aggregate principal amount at
any one time outstanding up to but not exceeding the amount, if any, set forth
opposite such Lender’s name on Schedule II, as the same may be reduced
or adjusted from time to time in accordance with this Agreement, including Sections 2.3.


 


“Commitment Amount” means, on any date,
$200,000,000, as such amount may be reduced, increased or adjusted from time to
time in accordance with this Agreement, including Section 2.3 and Section
2.9.


 


“Commitment Termination Event” means (a) the
occurrence of any Event of Default described in clauses (a) through (e)
of Section 8.1.9; or (b) the occurrence and continuance of any
other Event of Default and either (i) the declaration of the Loans to be due
and payable pursuant to Section 8.3, or (ii) in the absence of such
declaration, the giving of notice by the Agent, acting at the direction of the
Required Lenders, to the Borrower that the Commitments have been terminated.


 


“Continuation/Conversion Notice” means a notice
of continuation or conversion and certificate duly executed by an Authorized
Officer of the Borrower, substantially in the form of Exhibit 2.6
hereto.


 


“Controlled Group” means all members of a
controlled group of corporations and all members of a controlled group of
trades or businesses (whether or not incorporated) under common control which,
together with the Borrower, are treated as a single employer under Section
414(b) or 414(c) of the Code or Section 4001 of ERISA.


 


“Debt” means the consolidated Indebtedness of
the Borrower and its Subsidiaries.


 


“Default” means any condition, occurrence or
event which, after notice or lapse of time or both, would constitute an Event
of Default.


 


“Default Margin” means two percent (2%).


 


“Disclosure Schedule” means the Disclosure
Schedule attached hereto as Schedule I, as it may be amended,
supplemented or otherwise modified from time to time by the Borrower with the
written consent of the Agent and the Required Lenders.


 


“Dollar” and the sign “$” mean lawful
money of the United States.


 


“Domestic Office” means, relative to any
Lender, the office of such Lender designated as such in its Administrative
Questionnaire or designated in the Lender Assignment Agreement or such other
office of a Lender (or any successor or assign of such Lender) within the
United 


 


5

















 


States as may be
designated from time to time by notice from such Lender, as the case may be, to
each other Person party hereto.


 


“EBITDAX” means, for any period, the sum of
(i) the consolidated net income of the Borrower and its Subsidiaries for
such period before non-cash non-recurring items, gains or losses on
dispositions of assets and the cumulative effect of changes in accounting
principles plus (ii) to the extent included in the determination of
such income, the consolidated charges for such period for interest,
depreciation, depletion, amortization and exploration expenses plus (or,
if there is a benefit from income taxes, minus) (iii) to the extent
included in the determination of such income, the amount of the provision for
or benefit from income taxes.


 


“EDC” means Energy Development Corporation, a
New Jersey corporation, and its permitted successors and assigns.


 


“Effective Date” means the date on which the
conditions specified in Article V are satisfied (or waived in accordance
with Section 10.1).


 


“Environmental Law”  means any federal, state, or local statute, or rule or regulation
promulgated thereunder, any judicial or administrative order or judgment to
which the Borrower or any Subsidiary is party or which are applicable to the
Borrower or any Subsidiary (whether or not by consent), and any provision or
condition of any governmental permit, license or other operating authorization,
relating to protection of the environment, persons or the public welfare from
actual or potential exposure for the effects of exposure to any actual or
potential release, discharge, spill or emission (whether past or present) of,
or regarding the manufacture, processing, production, gathering,
transportation, importation, use, treatment, storage or disposal of, any
chemical, raw material, pollutant, contaminant or toxic, corrosive, hazardous,
or non-hazardous substance or waste, including petroleum.


 


“ERISA” means the Employee Retirement Income
Security Act of 1974, as amended, and any successor statute of similar import,
together with the regulations thereunder, in each case as in effect from time
to time.  References to sections of
ERISA also refer to any successor sections.


 


“Eurodollar Borrowing” means a borrowing
hereunder consisting of the aggregate amount of the several Eurodollar Loans
made by all or some of the Lenders to the Borrower, at the same time, at the
same interest rate and for the same Interest Period.


 


“Eurodollar Loan” means a Loan bearing
interest, at all times during an Interest Period applicable to such Loan, at a
fixed rate of interest determined by reference to the Eurodollar Rate.


 


“Eurodollar Office” means, relative to any
Lender, the office of such Lender designated as such in its Administrative
Questionnaire or designated in the Lender Assignment Agreement or such other
office of a Lender as designated from time to time by notice from such Lender
to the Borrower and the Agent, whether or not outside the United States, which
shall be making or maintaining Eurodollar Loans of such Lender hereunder.


 


6

















 


“Eurodollar Rate” means, relative to any
Interest Period for Eurodollar Loans, the rate appearing on Page 3750 of the
Telerate Service (or on any successor or substitute page of such Service, or
any successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
determined by the Agent from time to time for purposes of providing quotations
of interest rates applicable to dollar deposits in the London interbank market)
at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. 
In the event that such rate is not available at such time for any
reason, then the “Eurodollar Rate” with respect to such Eurodollar Loan for
such Interest Period shall be the rate 
at which dollar deposits of $5,000,000 and for a maturity comparable to
such Interest Period are offered by the principal London office of the Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period


 


“Event of Default” is defined in Section 8.1.


 


“Existing Credit Facility” means that certain
364-Day Credit Agreement, dated as of November 30, 2001, among the Borrower
(formerly known as Noble Affiliates, Inc.), JP Morgan Chase Bank, as
administrative agent, and the lenders and the agents party thereto, and the
other agreements or instruments executed and delivered in connection with, or
as security for the payment or performance of the obligations thereunder, as
such agreements may have been amended, supplemented or restated from time to
time.


 


“Facility” is defined in Section 2.1.


 


“Federal Funds Rate” means, for any day, the
average rate quoted to the Agent at approximately 11:00 a.m. (Central time) on
such day (or, if such day is not a Business Day, on the next preceding Business
Day) for overnight Federal Funds transactions arranged by New York Federal
Funds brokers selected by the Agent.


 


“Fee Letter” is defined in Section 3.3.2.


 


“Fiscal Quarter” means any quarter of a Fiscal
Year.


 


“Fiscal Year” means any period of twelve
consecutive calendar months ending on December 31.


 


“Five Year Credit Agreement” means that certain
Credit Agreement, dated as of November 30, 2001, among the Borrower, JPMorgan
Chase Bank, as administrative agent, and the lenders and the agents party
thereto, as such agreement may be amended, supplemented or restated from time
to time.


 


“F.R.S. Board” means the Board of Governors of
the Federal Reserve System or any successor thereto.


 


“GAAP” is defined in Section 1.4.


 


7

















 


“Guaranteed Liability” means any agreement,
undertaking or arrangement by which any Person guarantees, endorses or
otherwise becomes or is contingently liable upon (by direct or indirect
agreement, contingent or otherwise, to provide funds for payment, to supply
funds to, or otherwise to invest in, a debtor, or otherwise to assure a
creditor against loss) the Indebtedness of any other Person (other than by
endorsements of instruments in the course of collection), or guarantees the
payment of dividends or other distributions upon the shares of any other
Person.  The amount of any Person’s
Guaranteed Liability shall be the lesser of (i) the limitation on such Person’s
liability , if any, set forth in such agreement, undertaking or arrangement or
(ii) the outstanding principal amount of the Indebtedness guaranteed thereby.  Guaranteed Liabilities shall exclude any act
or agreement in connection with any financing of a project owned by any Person
that either (A) guarantees performance of the acquisition, improvement,
installation, design, engineering, construction, development, completion,
maintenance or operation of, or otherwise affects any such act in respect of,
all or a portion of the project that is financed, except during any period, and
then only to the extent, that such act or agreement is a guarantee of payment
of such financing or (B) the obligation to pay or perform under which is
contingent upon the occurrence of an event or condition which has not occurred,
other than notice, the passage of time or such financing or any part thereof
becoming due; provided, however, to the extent that any partial
payment is required to be made under any such act or agreement providing for a
contingent payment obligation as described in clause (B) above, “Guaranteed
Liability” shall be deemed to include an amount equal to four (4) times such amount
required to be paid during the Fiscal Quarter most recently ended, up to the
full amount of the Guaranteed Liability as specified in the immediately
preceding sentence.


 


“Hazardous Material” means:  (i) any “hazardous substance”, as
defined by CERCLA; (ii) any “hazardous waste”, as
defined by the Resource Conservation and Recovery Act, as amended; (iii) any petroleum, crude oil or any fraction thereof; (iv) any hazardous, dangerous or toxic chemical,
material, waste or substance within the meaning of any Environmental Law; (v) any radioactive material, including any
naturally occurring radioactive material, and any source, special or by-product
material as defined in 42 U.S.C. § 2011 et. seq., and any amendments or
reauthorizations thereof; (vi) asbestos-containing
materials in any form or condition; or (vii)
polychlorinated biphenyls in any form or condition.


 


“Hedging Obligations” means, with respect to
any Person, all liabilities of such Person under derivative contracts,
including interest rate or commodity swap agreements, interest rate or
commodity cap agreements and interest rate or commodity collar agreements, and
all similar agreements or arrangements.


 


“Herein”, “hereof”, “hereto”, “hereunder”
and similar terms contained in this Agreement or any other Loan Document refer
to this Agreement or such other Loan Document, as the case may be, as a whole
and not to any particular Section, paragraph or provision of this Agreement or
such other Loan Document.


 


“Impermissible Qualification” means, relative
to the opinion or certification of any independent public accountant as to any
financial statement of the Borrower, any qualification or exception to such
opinion or certification (a) which is of a “going concern” or similar
nature; (b) which relates to the limited scope of examination of matters
relevant to such financial statement; or (c) which relates to the treatment or
classification of any item in such financial 


 


8

















 


statement and which, as a
condition to its removal, would require an adjustment to such item the effect
of which would be to cause the Borrower to be in default of any of its
obligations under Section 7.2.4.


 


“Including” means including without limiting
the generality of any description preceding such term.


 


“Indebtedness” of any Person means, without
duplication: (a) all obligations of such Person for borrowed money and all
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments; (b) all obligations relative to banker’s acceptances
issued for the account of such Person; (c) all obligations of such Person as
lessee under leases which have been or should be, in accordance with GAAP,
recorded as Capitalized Lease Liabilities; (d) all obligations of such Person
to pay the deferred purchase price of property or services (except accounts
payable arising in the ordinary course of business), (e) Indebtedness of
another Person of the type described in clauses (a), (b), (c)
or (d) above secured by a Lien on property owned or being purchased by
such Person (including indebtedness arising under conditional sales or other
title retention agreements), whether or not such Indebtedness shall have been
assumed by such Person or is limited in recourse (such Indebtedness being the
lesser of (i) the value of such property on the books of such Person or (ii)
the outstanding principal amount of such Indebtedness); and (f) all Guaranteed
Liabilities of such Person in respect of any of the foregoing.  For all purposes of this Agreement, the
Indebtedness of any Person shall include the Indebtedness of any partnership or
joint venture in which such Person is a general partner or a joint venturer
except to the extent that such Indebtedness by its terms is expressly
non-recourse to such general partner or joint venturer.


 


“Indemnified Liabilities” is defined in Section
10.4.


 


“Indemnified Parties” is defined in Section
10.4.


 


“Information” is defined in Section 10.12.


 


“Interest Period” means, with respect to
Eurodollar Borrowings, the period beginning on (and including) the date on
which such Eurodollar Borrowing is made or continued as, or converted into, a
Eurodollar Borrowing pursuant to Section 2.5 or 2.6 and
shall end on (but exclude) the day which numerically corresponds to such date
one, two, three or six months thereafter (or, if such month has no numerically
corresponding day, on the last Business Day of such month), as the Borrower may
select in its relevant notice pursuant to Section 2.5, provided, however,
that (a) the Borrower shall not be permitted to select Interest Periods to
be in effect at any one time which have expiration dates occurring on more than
five different dates; (b) Interest Periods commencing on the same date for
Loans comprising part of the same Borrowing shall be of the same duration;
(c) if such Interest Period would otherwise end on a day which is not a
Business Day, such Interest Period shall end on the next following Business Day
(unless, if such Interest Period applies to Eurodollar Loans, such next following
Business Day is the first Business Day of a calendar month, in which case such
Interest Period shall end on the Business Day next preceding such numerically
corresponding day); and (d) no Interest Period may end later than the
Maturity Date.


 


9

















 


“JPMorgan” is defined in the preamble,
and includes its successors and assigns.


 


“Law” means any law (including, without
limitation, any zoning law or ordinance or any Environmental Law), statute,
rule, regulation, ordinance, order, directive, code, interpretation, judgment,
decree, injunction, writ, determination, award, permit, license, authorization,
direction, requirement or decision of and agreement with or by any government
or governmental department, commission, board, court, authority, agency,
official or officer, domestic or foreign.


 


“Lender Affiliate” means, (a) with respect to
any Lender, (i) an Affiliate of such Lender or (ii) any entity (whether a
corporation, partnership, trust or otherwise) that is engaged in making,
purchasing, holding or otherwise investing in bank loans and similar extensions
of credit in the ordinary course of its business and is administered or managed
by a Lender or an Affiliate of such Lender and (b) with respect to any Lender
that is a fund which invests in bank loans and similar extensions of credit,
any other fund that invests in bank loans and similar extensions of credit and
is managed by the same investment advisor as such Lender or by an Affiliate of
such investment advisor.


 


“Lender Assignment Agreement” means a Lender
Assignment Agreement substantially in the form of Exhibit 10.10 hereto.


 


“Lender Certificate” is defined in Section 2.9.


 


“Lenders” means the financial institutions
listed on the signature pages hereto and their respective successors and
assigns in accordance with Section 10.10 (including any commercial
lending institution becoming a party hereto pursuant to a Lender Assignment
Agreement) or otherwise by operation of law.


 


“Lien” means any security interest, mortgage,
pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien
(statutory or otherwise), charge against or interest in property to secure
payment of a debt or the performance of an obligation.


 


“Loan” shall mean the Revolving Loans and the
Term Loans.


 


“Loan Advances” means the Loans of the same
Type and, in the case of Eurodollar Loans, having the same Interest Period made
by all Lenders on the same Business Day and pursuant to the same Borrowing
Request in accordance with Section 2.1.


 


“Loan Documents” means this Agreement, each
Borrowing Request, each Borrowing Notice, the Fee Letter, any note, together in
each case with all exhibits, schedules and attachments thereto, and all other
agreements and instruments from time to time executed and delivered by the
Borrower or any of its Subsidiaries pursuant to or in connection with any of
the foregoing.


 


“Margin Stock” means “margin stock” within the
meaning of Regulation U.


 


“Material Adverse Effect” means a material
adverse effect on (i) the business, property, financial condition or results of
operations of the Borrower and its consolidated Subsidiaries 


 


10

















 


(taken as a whole) or
(ii) the ability of the Borrower to perform its payment obligations under any
of the Loan Documents.


 


“Maturity Date” shall mean the earlier of:


 


(a)                                  the
date occurring 364 days after the Term Commitment Termination Date; and


 


(c)                                  the
date on which the Obligations have become due and payable in full pursuant to
the terms of Article VIII.


 


“Moody’s” means Moody’s Investors Service, Inc.
and any successor thereto that is a nationally-recognized rating agency.


 


“Obligations” means all obligations (monetary
or otherwise) of the Borrower arising under or in connection with this
Agreement and each other Loan Document.


 


“Organic Document” means, relative to the
Borrower, its certificate of incorporation, its by-laws and all shareholder
agreements, voting trusts and similar arrangements applicable to any of its
authorized shares of capital stock.


 


“Participant” is defined in Section 10.10.


 


“Payment Date” is defined in Section 3.2.3.


 


“Payment Office” means the principal office of
the Administrative Agent, presently located at JPMorgan Chase Bank, Agency
Services, One Chase Manhattan Plaza, 8th Floor, New York, NY 10081, Attention:
Muniram Appanna.


 


“PBGC” means the Pension Benefit Guaranty
Corporation and any entity succeeding to any or all of its functions under
ERISA.


 


“Pension Plan” means a “pension plan”, as such
term is defined  in section 3(2) of
ERISA, which is subject to Title IV of ERISA (other than a multiemployer plan
as defined in section 4001(a)(3) of ERISA), and to which the Borrower or any
corporation, trade or business that is, along with the Borrower, a member of a
Controlled Group, may have liability, including any liability by reason of
having been a substantial employer within the meaning of section 4063 of ERISA
at any time during the preceding five years, or by reason of being deemed to be
a contributing sponsor under section 4069 of ERISA.


 


“Percentage” means, relative to any Lender, the
percentage set forth in Schedule II attached hereto or set forth in the
most recent Lender Assignment Agreement executed by such Lender, as such
percentage may be adjusted from time to time pursuant to Lender Assignment
Agreements executed by such Lender and its Assignee Lenders and delivered
pursuant to Section 10.10 and as such percentage may be adjusted
from time to time pursuant to Section 2.9.


 


11

















 


“Person” means any natural person, corporation,
partnership, firm, association, trust, government, governmental agency or any
other entity, whether acting in an individual, fiduciary or other capacity.


 


“Plan” means any Pension Plan or Welfare Plan.


 


“Quarterly Payment Date” means the last day of
each March, June, September, and December or, if any such day is not a Business
Day, the next succeeding Business Day.


 


“Rating Agency” means either of S&P or
Moody’s.


 


“Regulation U” means any of Regulations T, U or
X of the Board of Governors of the Federal Reserve System of the United States
of America (the “Board”) from time to time in effect and shall include
any successor or other regulations or official interpretations of the Board or
any successor Person relating to the extension of credit for the purpose of
purchasing or carrying Margin Stock and which is applicable to member banks of
the Federal Reserve System or any successor Person.


 


“Release” means a “release”, as such term is
defined in CERCLA.


 


“Required Lenders” means Lenders in the
aggregate holding greater than 50% of the aggregate unpaid principal amount of
the outstanding Borrowings and if no Borrowings are outstanding, Lenders having
greater than 50% of the then Total Commitment.


 


“Resource Conservation and Recovery Act” means
the Resource Conservation and Recovery Act, 42 U.S.C. Section 690, et  seq.,
as in effect from time to time.


 


“Restricted Subsidiary” means any Subsidiary
that is not an Unrestricted Subsidiary.


 


“Revolving Commitment” shall mean, as to any
Lender, the obligation, if any, of such Lender to make Loans pursuant to Sections
2.1.1 of this Agreement in an aggregate principal amount at any one time
outstanding up to but not exceeding the amount, if any, set forth opposite such
Lender’s name on Schedule III, as the same may be reduced, increased or
adjusted from time to time in accordance with this Agreement, including Sections
2.3.


 


“Revolving Commitment Termination Date” shall
mean the earliest of:


 


(a)                                  November
26, 2003;


 


(b)                                 the
date on which the Commitment Amount is terminated in full or reduced to zero
pursuant to the terms of Section 2.3; and


 


(c)                                  the
date on which the Revolving Commitments are terminated in full and reduced to
zero pursuant to the terms of Article VIII.


 


“Revolving Loans” shall mean the loans provided
for in Section 2.1.1 hereof.


 


12

















 


“S&P” means Standard & Poor’s Ratings
Group and any successor thereto that is a nationally-recognized rating agency.


 


“SOC” means Samedan Oil Corporation, a Delaware
corporation, and its permitted successors and assigns.


 


“Solvent” means, with respect to any Person at
any time, a condition under which: a) the fair
saleable value of such Person’s assets is, on the date of determination,
greater than the total amount of such Person’s liabilities (including
contingent and unliquidated liabilities) at such time; b)
such Person is able to pay all of its liabilities as such liabilities mature;
and c) such Person does not have unreasonably small
capital with which to conduct its business. 
For purposes of this definition (i) the amount of a Person’s contingent
or unliquidated liabilities at any time shall be that amount which, in light of
all the facts and circumstances then existing, represents the amount which can
reasonably be expected to become an actual or matured liability; (ii) the “fair
saleable value” of an asset shall be the amount which may be realized within a
reasonable time either through collection or sale of such asset at its regular
market value; and (iii) the “regular market value” of an asset shall be the
amount which a capable and diligent business person could obtain for such asset
from an interested buyer who is willing to purchase such asset under ordinary
selling conditions.


 


“Stockholders’ Equity” means, as of the time of
any determination thereof is to be made, shareholders’ equity of the Borrower
and its consolidated Subsidiaries determined in accordance with GAAP plus
the absolute cumulative amount by which such stockholders’ equity shall have
been reduced by reason of non-cash write downs of oil and gas assets from time
to time after the Effective Date.


 


“Subsidiary” means any subsidiary of the
Borrower.


 


“subsidiary” means, with respect to any Person,
(a) any corporation, limited liability company or other business entity of
which more than 50% of the outstanding equity interests having ordinary voting
power to elect a majority of the board of directors (or persons performing
similar functions) of such corporation, limited liability company or other
business entity (irrespective of whether at the time equity interests of any
other class or classes of such corporation, limited liability company or other
business entity shall or might have voting power upon the occurrence of any
contingency) is at the time directly or indirectly owned by such Person, by
such Person and one or more other Subsidiaries of such Person, or by one or
more other Subsidiaries of such Person and (b) any partnership of which
such Person, such Person and one or more other Subsidiaries of such Person, or
one or more other Subsidiaries of such Person holds more than 50% of the
outstanding general partner interests.


 


“Syndication Agent” is defined in the preamble.


 


“Taxes” is defined in Section 4.6.


 


“Term Commitment” shall mean, as to any Lender,
such Lender’s obligation to make Term Loans pursuant to Section 2.1.2 of
this Agreement in an aggregate principal amount equal to the lesser of (i) the
aggregate Revolving Loans outstanding to such Lender as of the Revolving 


 


13

















 


Commitment Termination
Date or (ii) such Lender’s Revolving Commitment in effect as of the Revolving
Commitment Termination Date.


 


“Term Commitment Termination Date” shall mean
the earlier of:


 


(a)                                  the
Business Day after the Revolving Commitment Termination Date; and


 


(b)                                 the
date on which the Revolving Commitments otherwise are terminated in full and
reduced to zero pursuant to the terms of Article VIII.


 


Upon the occurrence of any event described in clause
(b), the Term Commitments shall terminate automatically and without any
further action.


 


“Term Loans” shall mean the loans provided for
in Section 2.1.2 hereof.


 


“364-Day Total Commitment” means (i) on or
prior to the Revolving Commitment Termination Date, the then effective Total
Commitment under this Agreement, or (ii) after the Revolving Commitment
Termination Date, the then outstanding principal amount of Term Loans under
this Agreement.


 


“Total Asset Value” means, at any time with
respect to any assets, the book value of such assets determined in accordance
with GAAP.


 


“Total Commitment” means the aggregate of all
the Lenders’ Commitments.


 


“Total Debt to Capitalization Ratio” means the
ratio of (a) Debt to (b) Capitalization.


 


“Total Interest Expense” means with respect to
any period for which a determination thereof is to be made, interest expense of
the Borrower and its Subsidiaries on a consolidated basis as determined in
accordance with GAAP.


 


“Type” means, relative to any Loan, the portion
thereof, if any, being maintained as a Base Rate Loan or a Eurodollar Loan.


 


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


 


“Unrestricted Subsidiary” means any Subsidiary
that is designated on Schedule 6.8 as such or which the Borrower has
designated in writing to the Agent to be an Unrestricted Subsidiary pursuant to
Section 7.1.8, and, in either case, which the Borrower has not
designated to be a Restricted Subsidiary pursuant to Section 7.1.8.


 


“Utilization” means, at any time, the ratio
(expressed as a percentage) of (i) the sum of (A) the outstanding principal
amount of Loans under this Agreement plus (B) the outstanding principal amount
of “Loans” (as such term is defined in the Five Year Credit Agreement) under
the Five Year Credit Agreement to (ii) the sum of (X) 364-Day Total
Commitment plus (Y) the then effective Total Commitment under the Five Year
Credit Agreement.


 


14

















 


“Welfare Plan” means a “welfare plan”,
as such term is defined in section 3(1) of ERISA.


 


SECTION 1.2                                                  Use
of Defined Terms.  Unless otherwise
defined or the context otherwise requires, terms for which meanings are
provided in this Agreement shall have such meanings when used in the Disclosure
Schedule and in each Borrowing Request, Continuation/Conversion Notice, notice
and other communication delivered from time to time in connection with this
Agreement or any other Loan Document.


 


SECTION 1.3                                                  Cross-References.  Unless otherwise specified, references in
this Agreement and in each other Loan Document to any Article or Section are
references to such Article or Section of this Agreement or such other Loan
Document, as the case may be, and, unless otherwise specified, references in
any Article, Section or definition to any clause are references to such clause
of such Article, Section or definition.


 


SECTION 1.4                                                  Accounting
and Financial Determinations. 
Unless otherwise specified, all accounting terms used herein or in any
other Loan Document shall be interpreted, all accounting determinations and
computations hereunder or thereunder (including under Section 7.2.3)
shall be made, and all financial statements required to be delivered hereunder
or thereunder shall be prepared in accordance with, those generally accepted
accounting principles (“GAAP”) applied in the preparation of the
financial statements referred to in Section 6.5.


 


ARTICLE
II

THE FACILITY AND BORROWING PROCEDURES


 


SECTION 2.1                                                  Facility.  The Lenders grant to the Borrower a credit
facility (the “Facility”) pursuant to which, and upon the terms and
subject to the conditions herein set out and provided that no Default or Event
of Default has occurred and is continuing from time to time on any Business
Day, each Lender severally agrees to make Loans in U.S. Dollars to the Borrower
equal to such Lender’s Percentage of the aggregate amount of Loans requested by
the Borrower to be made on such day.


 


SECTION 2.1.1                      Revolving Loans.  From time to time on or after the date
hereof and prior to the Revolving Commitment Termination Date, each Lender
shall make Revolving Loans under this Section to the Borrower in an aggregate
principal amount at any one time outstanding up to but not exceeding such
Lender’s Revolving Commitment.  Subject
to the conditions herein, any such Loan repaid prior to the Revolving
Commitment Termination Date may be reborrowed pursuant to the terms of this
Agreement


 


SECTION 2.1.2                                                                 Term
Loans.  Subject to the terms and
conditions of this Agreement, on the Revolving Commitment Termination Date
(unless such date shall occur as a result of clause (c) of the
definition thereof), each Lender will make one Term Loan to the Borrower up to
but not exceeding such Lender’s Term Commitment.  No amounts paid or prepaid with respect to the Term Loan may be
reborrowed.  Eurodollar Loans for which
the Interest Period shall not have terminated as of the Revolving Commitment
Termination Date shall be continued as Eurodollar Loans for the applicable
Interest Period and Base Rate Loans shall be continued as Base Rate Loans after
the Revolving Commitment Termination Date, in each case subject to further
elections pursuant to Section 2.6. 
Any principal repayments received


 


15

















 


on the Revolving
Commitment Termination Date for Revolving Loans not converted into Term Loans
shall be applied first to Base Rate Loans and, after Base Rate Loans have been
paid in full, to Eurodollar Loans, unless the Borrower shall have otherwise
instructed the Agent in writing.  Upon a
Lender making such Term Loan, its Term Commitment shall terminate and it shall
have no further Revolving Commitment to make Revolving Loans or Term Commitment
to make Term Loans.


 


SECTION 2.1.3                                                                 Availability
of Facility.  No Lender shall be
permitted or required to make (i) any Loan if, after giving effect
thereto, the aggregate outstanding principal amount of all Loans of all Lenders
would exceed the Commitment Amount, or (ii) any Loan if, after giving
effect thereto, the aggregate amount of all Loans of such Lender would exceed
the Lender’s Percentage of the Commitment Amount.


 


SECTION 2.2                          [Intentionally
Omitted]


 


SECTION 2.3                          Reduction
of Commitment Amount.  The Borrower
may, from time to time on any Business Day occurring after the Effective Date,
voluntarily reduce the amount of the Commitment Amount; provided, however,
that all such reductions shall require at least three Business Days’ prior
notice to the Agent and be permanent, and any partial reduction of the
Commitment Amount shall be in a minimum amount of $10,000,000 and in an
integral multiple of $1,000,000.


 


SECTION 2.4                          Base
Rate Loans and Eurodollar Loans. 
Subject to the terms and conditions set forth in Article V,
each Loan shall be either a Eurodollar Loan or a Base Rate Loan as the Borrower
may request, it being understood that Loans made to the Borrower on any date
may be either Eurodollar Loans or Base Rate Loans or a combination thereof.  As to any Eurodollar Loan, each Lender may,
if it so elects, fulfill its commitment to make such Eurodollar Loan by causing
its Eurodollar Office to make such Eurodollar Loan; provided, however,
that in such event the obligation of the Borrower to repay such Eurodollar Loan
nevertheless shall be to such Lender and shall be deemed to be held by such
Lender for the account of such Eurodollar Office.


 


SECTION 2.5                          Borrowing
Procedures for Loans.  The Borrower
shall give the Agent prior written or telegraphic notice pursuant to a
Borrowing Request (in substantially the form of Exhibit 2.5 hereto)
of each proposed Borrowing or continuation, and as to whether such Borrowing or
continuation is to be of Revolving Loans or Term Loans and Base Rate Loans or
Eurodollar Loans, as follows:


 


SECTION 2.5.1                                                                 Base
Rate Loans.  The Agent shall receive
written or telegraphic notice from the Borrower on or before 2:00 p.m.
Central time one (1) Business Day prior to the date of such Borrowing and
amount of such Borrowing (which shall be in a minimum amount of $5,000,000 and
an integral multiple of $1,000,000), and the Agent shall advise each Lender
thereof promptly thereafter.  Not later
than 10:00 a.m., Central time, on the date specified in such notice for such
Borrowing, each Lender shall provide to the Agent at the Payment Office, same
day or immediately available funds covering such Lender’s Percentage of the
requested Base Rate Loan.  Upon
fulfillment of the applicable conditions set forth in Article V
with respect to such Base Rate Loan, the Agent shall make available to the
Borrower the proceeds of each Base


 


16

















 


Rate Loan (to the extent
received from the Lenders) by wire transfer of such proceeds to such account(s)
as the Borrower shall have specified in the Borrowing Request.


 


SECTION 2.5.2                                                                 Eurodollar
Loans.  The Agent shall receive
written or telegraphic notice pursuant to a Borrowing Request from the Borrower
on or before 10:00 a.m. Central time, at least three (3) Business Days prior to
the date requested for each proposed Borrowing or continuation of a Eurodollar
Loan, of the date of such Borrowing or continuation, as the case may be, the
amount of such Borrowing or continuation, as the case may be (which shall be in
a minimum amount of $5,000,000 and an integral multiple of $1,000,000), and the
duration of the initial Eurodollar Interest Period with respect thereto, and
the Agent shall advise each Lender thereof promptly thereafter.  Not later than 10:00 a.m., Central time, on
the date specified in such notice for such Borrowing, each Lender shall provide
to the Agent at the Payment Office, same day or immediately available funds
covering such Lender’s Percentage of the requested Eurodollar Loan.  Upon fulfillment of the applicable
conditions set forth in Article V with respect to such Eurodollar
Loan, the Agent shall make available to the Borrower the proceeds of each
Eurodollar Loan (to the extent received from the Lenders) by wire transfer of
such proceeds to such account(s) as the Borrower shall have specified in the
Borrowing Request.


 


SECTION 2.6                          Continuation
and Conversion Elections.  By
delivering a Continuation/Conversion Notice to the Agent on or before 10:00
a.m., Central time, on a Business Day, the Borrower may from time to time
irrevocably elect, on not less than three (3) nor more than five (5) Business
Days’ notice that all, or any portion in an aggregate minimum amount of
$5,000,000 and an integral multiple of $1,000,000 of any Borrowings be, (i) in
the case of Base Rate Loans, converted into Eurodollar Loans, or (ii) in the
case of Eurodollar Loans, be converted into a Base Rate Loan or continued as a
Eurodollar Loan of such Type (in the absence of delivery of a
Continuation/Conversion Notice with respect to any Eurodollar Loan at least three
(3) Business Days before the last day of the then current Interest Period with
respect thereto, such Eurodollar Loan shall, on such last day, automatically
convert to a Base Rate Loan); provided, however, that (i) each
such conversion or continuation shall be pro rated among the applicable
outstanding Loans of all Lenders, and (ii) no portion of the outstanding
principal amount of any Loans may be continued as, or be converted into,
Eurodollar Loans when any Default has occurred and is continuing.


 


SECTION 2.7                          Funding.  Each Lender may, if it so elects, fulfill
its obligation to make, continue or convert Eurodollar Loans hereunder by
causing one of its foreign branches or Affiliates (or an international banking
facility created by such Lender) to make or maintain such Eurodollar Loan; provided,
however, that such Eurodollar Loan shall nonetheless be deemed to have
been made and to be held by such Lender, and the obligation of the Borrower to
repay such Eurodollar Loan shall nevertheless be to such Lender for the account
of such foreign branch, Affiliate or international banking facility.  In addition, the Borrower hereby consents
and agrees that, for purposes of any determination to be made for purposes of Sections
4.1, 4.2, 4.3 or 4.4, it shall be conclusively assumed
that each Lender elected to fund all Eurodollar Loans by purchasing, as the
case may be, Dollar deposits in its Eurodollar Office’s interbank eurodollar
market.


 


17

















 


SECTION 2.8                          Repayment
of Loans; Evidence of Debt.


 


(a)                                  The
Borrower hereby unconditionally promises to pay, unless otherwise provided in
this Agreement, (i) to the Agent for the account of each Lender the then unpaid
principal amount of each Revolving Loan on the Revolving Commitment Termination
Date, and (ii) to the Agent for the account of each Lender the then unpaid
principal amount of each Term Loan on the Maturity Date.


 


(b)                                 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, including the amounts of principal and
interest payable and paid to such Lender from time to time hereunder.


 


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


 


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


 


(e)                                  Any
Lender may request that Loans made by it be evidenced by a promissory
note.  In such event, the Borrower shall
prepare, execute and deliver to such Lender a promissory note payable to the
order of such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) and in a form approved by the Agent.  Thereafter, the Loans evidenced by such
promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 10.10.1) be represented by one or more
promissory notes in such form payable to the order of the payee named therein
(or, if such promissory note is a registered note, to such payee and its
registered assigns).


 


SECTION 2.9                          Addition
of Lenders and Increase in Commitment Amount.  It is agreed by the parties hereto that, at any time before the
Revolving Commitment Termination Date, one or more financial institutions
selected by the Borrower and acceptable to the Agent, in the Agent’s reasonable
discretion, may become a Lender under this Agreement, or any existing Lender
may increase its Commitment, in each case in an amount approved by Borrower, by
executing and delivering to the Borrower and the Agent a certificate
substantially in the form of Exhibit 2.9 hereto (a “Lender
Certificate”).  Upon receipt and
agreement by the Borrower and the Agent of any such Lender Certificate, (a) the
aggregate amount of the Commitments of the Lenders (including any Person that
becomes a Lender by delivery of such a Lender Certificate) automatically without
further action by the Borrower, the Agent or any Lender shall be increased by
the amount indicated in such Lender Certificate (but not in excess of
$100,000,000 in the aggregate for all such increases in the Commitments
pursuant to this Section 2.9) on the effective date set forth in such
Lender Certificate (such increased amount herein the “Increased


 


18

















 


Commitment Amount”),
(b) Schedule II attached hereto shall be amended to add such Revolving Commitment
of such additional Lender or to reflect the increase in the Revolving
Commitment of an existing Lender and the Percentages of the Lenders shall be
adjusted accordingly to reflect the additional Lender or in the increase in the
Revolving Commitment of an existing Lender, and (c) any such additional Lender
shall be deemed to be a party in all respect to this Agreement and the other
Loan Documents.


 


ARTICLE
III

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES


 


SECTION 3.1                          Repayments
and Prepayments.  The Borrower shall
repay in full (i) the unpaid principal amount of each Revolving Loan upon the
Revolving Commitment Termination Date unless any such Loans are continued as
Term Loans as provided in Section 2.1.2, and (ii) the unpaid
principal amount of each Term Loan on the Maturity Date.  Prior thereto, the Borrower


 


(a)                                  may,
from time to time on any Business Day, make a voluntary prepayment, in whole or
in part, of the outstanding principal amount of any Loans; provided, however,
that (i) any such prepayment shall be applied
to the Lenders among Loans having the same Type and, if applicable, having the
same Interest Period; (ii) all such voluntary
prepayments shall require at least three Business Days’ prior written notice to
the Agent; and (iii) all such voluntary partial
prepayments shall be in an minimum amount of $10,000,000 and an integral
multiple of $1,000,000; and


 


(b)                                 shall,
immediately upon any acceleration of the Maturity Date pursuant to Section 8.2
or Section 8.3, repay all Loans unless, pursuant to Section 8.3,
only a portion of all Loans is so accelerated.


 


Each prepayment of Loans shall be applied, to the
extent of such prepayment, in the inverse order of maturity.  Each prepayment of any Loans made pursuant
to this Section shall be without premium or penalty, except as may be required
by Section 4.4.  No voluntary
prepayment of principal of any Loans shall cause a reduction in the Commitment
Amount.


 


SECTION 3.2                          Interest
Provisions.  Interest on the
outstanding principal amount of Loans shall accrue and be payable in accordance
with this Section 3.2.


 


SECTION 3.2.1                                                                 Rates.  Pursuant to an appropriately delivered
Borrowing Request or Continuation/Conversion Notice, the Borrower may elect
that Loans comprising a Borrowing accrue interest at a rate per annum: (a) on that portion maintained from time to time as a
Base Rate Loan, equal to the Base Rate from time to time in effect; and (b) on that portion maintained as a Eurodollar Loan,
during each Interest Period applicable thereto, equal to the sum of the Eurodollar
Rate for such Interest Period plus the Applicable Margin.  All Eurodollar Borrowings shall bear
interest from and including the first day of the applicable Interest Period to
(but not including) the last day of such Interest Period at the interest rate
determined as applicable to such Eurodollar Borrowing.


 


SECTION 3.2.2                                                                 Post-Maturity
Rates.  After the date any principal
amount of any Loan is due and payable (whether on the Maturity Date, upon
acceleration or otherwise), or after


 


19

















 


any other monetary
Obligation of the Borrower shall have become due and payable, the Borrower
shall pay, but only to the extent permitted by law, interest (after as well as
before judgment) on such amounts at a rate per annum equal to the Base Rate
plus the Default Margin.


 


SECTION 3.2.3                                                                 Payment
Dates.  Interest accrued on each
Borrowing shall be payable, without duplication on the following dates (each a
“Payment Date”): (a) on the Maturity
Date; (b) on the date of any payment or
prepayment, in whole or in part, of principal outstanding on such Loan on the
amount of such principal prepaid or repaid; (c) with
respect to Base Rate Loans, on each Quarterly Payment Date occurring after the
Effective Date; (d) with respect to Eurodollar
Borrowings, on the last day of each applicable Interest Period (and, if such
Interest Period shall exceed three months, every three months from the first
day of such Interest Period); (e) with respect
to any portion of Base Rate Loans converted into Eurodollar Loans on a day when
interest would not otherwise have been payable pursuant to clause (c),
on the date of such conversion; and (f) on that
portion of any Borrowings the applicable Maturity Date of which is accelerated
pursuant to Section 8.2 or Section 8.3, immediately upon such
acceleration.


 


SECTION 3.3                          Fees.  The Borrower agrees to pay the fees set
forth in this Section 3.3.  All
such fees shall be non-refundable.


 


SECTION 3.3.1                                                                 Facility
Fee.  The Borrower agrees to pay to
the Agent for the account of each Lender a facility fee in an amount equal to
the product of the Applicable Facility Fee Rate times such Lender’s Percentage
of Revolving Commitments times the Commitment Amount.  Accrued facility fees shall be payable in arrears on each Quarterly
Payment Date and on the Maturity Date.


 


SECTION 3.3.2                                                                 Agent’s
Fees.  The Borrower agrees to pay to
the Agent for its own account, all fees (including any fees pursuant to Section
2.2.8) pursuant to that certain fee letter agreement, dated October 23,
2002, between the Borrower and the Agent, as amended from time to time (the “Fee
Letter”).


 


SECTION 3.3.3                                                                 Payment
Office.  The Borrower shall make all
payments to the Agent at the Payment Office.


 


ARTICLE
IV

CERTAIN EURODOLLAR AND OTHER PROVISIONS


 


SECTION 4.1                          Eurodollar
Lending Unlawful.  If any Lender
shall determine (which determination shall, upon notice thereof to the Borrower
and the Lenders, be conclusive and binding on the Borrower) that the
introduction of or any change in or in the interpretation of any law makes it
unlawful, or any central bank or other governmental authority asserts that it
is unlawful, for such Lender to make, continue or maintain any Borrowing as, or
to convert any Borrowing into, a Eurodollar Borrowing, the obligations of such
Lender to make, continue, maintain or convert any such Borrowings shall, upon
such determination, forthwith be suspended until such Lender shall notify the
Agent that the circumstances causing such suspension no longer exist, and all
Eurodollar Borrowings shall automatically convert into Base Rate Loans at the
end of the then current Interest Periods with respect thereto or sooner, if
required by such law or assertion; provided, however, that the
obligation of such Lender to make, continue, maintain


 


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or convert any such
Eurodollar Borrowings shall remain unaffected if such Lender can designate a
different Eurodollar Office for the making, continuance, maintenance or
conversion of Eurodollar Borrowings and such designation will not, in the sole
discretion of such Lender, be otherwise disadvantageous to such Lender.


 


SECTION 4.2                          Deposits
Unavailable or Eurodollar Interest Rate Unascertainable.  If the Agent shall have determined that, by
reason of circumstances affecting the Agent’s relevant market, adequate means
do not exist for ascertaining the interest rate applicable hereunder to
Eurodollar Borrowings, then, upon notice from the Agent to the Borrower and the
Lenders, the obligations of all Lenders under Section 2.5.2 and Section
2.6 to make or continue any Borrowings as, or to convert any Borrowings
into, Eurodollar Borrowings shall forthwith be suspended until the Agent shall
notify the Borrower and the Lenders that the circumstances causing such suspension
no longer exist.


 


SECTION 4.3                          Increased
Eurodollar Borrowing Costs, etc. 
The Borrower agrees to reimburse each Lender for any increase in the
cost to such Lender of, or any reduction in the amount of any sum receivable by
such Lender in respect of, making, continuing or maintaining (or of its
obligation to make, continue or maintain) any Borrowings as, or of converting
(or of its obligation to convert) any Borrowings into, Eurodollar
Borrowings.  Such Lender shall promptly
notify the Agent and the Borrower in writing of the occurrence of any such
event, such notice to state, in reasonable detail, the reasons therefor and the
additional amount required fully to compensate such Lender for such increased
cost or reduced amount; provided, however, that such Lender shall
designate a different Eurodollar Office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in the sole
discretion of such Lender, be otherwise disadvantageous to such Lender.  Such additional amounts shall be payable by
the Borrower directly to such Lender within fifteen days of its receipt of such
notice, and such notice shall be rebuttable presumptive evidence of the amount
payable by the Borrower.


 


SECTION 4.4                          Funding
Losses.  In the event any Lender
shall incur any loss or expense (including any loss or expense incurred by
reason of the liquidation or reemployment of deposits or other funds acquired
by such Lender to make, continue or maintain any portion of the principal
amount of any Borrowing as, or to convert any portion of the principal amount
of any Borrowing into, a Eurodollar Borrowing) as a result of (a) any conversion or repayment or prepayment of the
principal amount of any Eurodollar Borrowings on a date other than the scheduled
last day of the Interest Period applicable thereto, whether pursuant to Section
3.1 or otherwise, (b) any Borrowings not
being made as Eurodollar Borrowings in accordance with the Borrowing Request,
as the case may be, therefor, (c) any
Borrowings not being continued as, or converted into, Eurodollar Borrowings in
accordance with the Continuation/Conversion Notice, or (d) the assignment of
any Eurodollar Borrowing other than on the last day of the Interest Period
applicable thereto as a result of a request by the Borrower pursuant to Section 4.10,
therefor, then, upon the written notice of such Lender to the Borrower (with a
copy to the Agent), the Borrower shall, within fifteen days of its receipt
thereof, pay directly to such Lender such amount as will (in the reasonable
determination of such Lender) reimburse such Lender for such loss or
expense.  Such written notice (which
shall include calculations in reasonable detail) shall be rebuttable
presumptive evidence of the amount payable by the Borrower.


 


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SECTION 4.5                          Increased
Capital Costs.  If any change in, or
the introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any court, central bank, regulator
or other governmental authority affects or would affect the amount of capital
required or expected to be maintained by any Lender or any Person controlling
such Lender, and such Lender determines (in its sole discretion) that the rate
of return on its or such controlling Person’s capital as a consequence of its
Commitments or the Borrowings made by such Lender is reduced to a level below
that which such Lender or such controlling Person could have achieved but for
the occurrence of any such circumstance, then, in any such case upon notice
from time to time by such Lender to the Borrower, the Borrower shall pay
directly to such Lender, within fifteen days, additional amounts sufficient to
compensate such Lender or such controlling Person for such reduction in rate of
return; provided, however, that such Lender shall designate a
different Domestic or Eurodollar Office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in the sole
discretion of such Lender, be otherwise disadvantageous to such Lender.  A statement of such Lender as to any such
additional amount or amounts (including calculations thereof in reasonable
detail) shall be rebuttable presumptive evidence of the amount payable by the
Borrower.  In determining such amount,
such Lender may use any reasonable method of averaging and attribution that it
(in its sole discretion) shall deem applicable.


 


SECTION 4.6                          Taxes.  All payments by the Borrower of principal
of, and interest on, the Borrowings and all other amounts payable hereunder
shall be made free and clear of and without deduction for any present or future
income, excise, stamp or franchise taxes and other taxes, fees, duties,
withholdings or other charges of any nature whatsoever imposed by any taxing
authority, but excluding franchise taxes and taxes imposed on or measured by
any Lender’s net income or receipts (such non-excluded items being called “Taxes”).
 In the event that any withholding or
deduction from any payment to be made by the Borrower hereunder is required in
respect of any Taxes pursuant to any applicable law, rule or regulation, then
the Borrower will, within fifteen days (a) pay
directly to the relevant authority the full amount required to be so withheld
or deducted; (b) promptly forward to the Agent
an official receipt or other documentation satisfactory to the Agent evidencing
such payment to such authority; and (c) pay to
the Agent for the account of the Lenders such additional amount or amounts as
is necessary to ensure that the net amount actually received by each Lender
will equal the full amount such Lender would have received had no such
withholding or deduction been required.


 


If any Taxes are directly asserted against the Agent
or any Lender with respect to any payment received by the Agent or such Lender
hereunder, the Agent or such Lender may pay such Taxes and the Borrower will
promptly pay such additional amounts (including any penalties, interest or
expenses) as is necessary in order that the net amount received by such person
after the payment of such Taxes (including any Taxes on such additional amount)
shall equal the amount such person would have received had not such Taxes been
asserted; provided that the Borrower will not be obligated to pay such
additional amounts to the Agent or such Lender to the extent that such
additional amounts shall have been incurred as a consequence of the Agent’s or
such Lender’s gross negligence or willful misconduct, as the case may be.


 


If the Borrower fails to pay any Taxes when due to the
appropriate taxing authority or fails to remit to the Agent, for the account of
the respective Lenders, the required receipts or


 


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other required
documentary evidence, the Borrower shall indemnify the Lenders for any
incremental Taxes, interest or penalties that may become payable by any Lender
as a result of any such failure.  For
purposes of this Section, a distribution hereunder by the Agent or any Lender
to or for the account of any Lender shall be deemed a payment by the Borrower.


 


Each Lender that is organized under the laws of a
jurisdiction other than the United States shall, prior to the due date of any
payments of the Loans under this Agreement, execute and deliver to the Borrower
and the Agent, on or about the first scheduled Payment Date in each Fiscal
Year, one or more (as the Borrower or the Agent may reasonably request) United
States Internal Revenue Service Form W-8 BEN or Form W-8 ECI or such other
forms or documents (or successor forms or documents), appropriately completed,
as may be applicable to establish the extent, if any, to which a payment to
such Lender is exempt from withholding or deduction of Taxes, and shall (but
only so long as such Lender remains lawfully able to do so) deliver to the
Borrower  and the Agent additional
copies of such forms on or before the date that such forms expire or become
obsolete or after the occurrence of an event requiring a change in the most
recent form so delivered by it and such amendments thereto as may be reasonably
requested by the Borrower or the Agent, in each case certifying that such
Lender is entitled to benefits under an income tax treaty to which the United
States is a party which reduces the rate of withholding tax on payments of
interest or fees or certifying that the income receivable pursuant to this
Agreement is effectively connected with the conduct of a trade or business in
the United States.  If the form provided
by a Lender at the time such Lender first becomes a party to this Agreement
indicates a United States withholding tax rate in excess of zero, withholding
tax at such rate shall be considered excluded from the definition of “Taxes”.  For any period with respect to which a
Lender has failed to provide the Borrower and the Agent with the forms required
pursuant to this paragraph, if any (other than if such failure is due to a
change in treaty, law or regulation occurring subsequent to the date on which a
form originally was required to be provided), such Lender shall not be entitled
to indemnification under this Section with respect to Taxes imposed by the
United States which Taxes would not have been imposed but for such failure to provide
such form; provided, however, that should a Lender, which is otherwise exempt
from or subject to a reduced rate of withholding tax, become subject to Taxes
because of its failure to deliver a form required hereunder, the Borrower shall
take such steps as the Lender shall reasonably request to assist the Lender to
recover such Taxes.


 


If the Borrower is required to pay additional amounts
to or for the account of any Lender pursuant to this Section, then such Lender
will change the jurisdiction of its applicable Eurodollar or Domestic Office so
as to eliminate or reduce any such additional payment which may thereafter
accrue if such change, in the sole discretion of such Lender, is not otherwise
disadvantageous to such Lender.  No
Lender shall be entitled to receive any greater payment under this Section as a
result of the designation by such Lender of a different applicable Eurodollar
or Domestic Office after the date hereof, unless such designation is made with
the Borrower’s prior written consent or by reason of the provisions of Sections
4.1, 4.3 or 4.5 requiring such Lender to designate a
different applicable Eurodollar or Domestic Office under certain circumstances
or at a time when the circumstances giving rise to such greater payment did not
exist.


 


SECTION 4.7                          Special
Fees in Respect of Reserve Requirements. 
With respect to Eurodollar Borrowings, the Borrower agrees to pay to
each Lender on appropriate Payment


 


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Dates, as additional
interest, such amounts as will compensate such Lender for any cost to such
Lender, from time to time, of any reserve, special deposit, special assessment
or similar capital requirements against assets of, deposits with or for the
account of, or credit extended by, such Lender which are imposed on, or deemed
applicable by, such Lender, from time to time, under or pursuant to
(i) any Law, treaty, regulation or directive now or hereafter in effect
(including, without limitation, Regulation D of the Board of Governors of
the Federal Reserve System but excluding any reserve requirement included in
the definition of Eurodollar Rate in Section 1.1), (ii) any
interpretation or application thereof by any governmental authority, agency or
instrumentality charged with the administration thereof or by any court,
central bank or other fiscal, monetary or other authority having jurisdiction
over the Eurodollar Borrowings or the office of such Lender where its
Eurodollar Borrowings are lodged, or (iii) any requirement imposed or requested
by any court, governmental authority, agency or instrumentality or central
bank, fiscal, monetary or other authority, whether or not having the force of
law.  A written notice as to the amount
of any such cost or any change therein (including calculations, in reasonable
detail, showing how such Lender computed such cost or change) shall be promptly
furnished by such Lender to the Borrower and shall be rebuttable presumptive
evidence of such cost or change.  The
Borrower will not be responsible for paying any amounts pursuant to this
Section accruing prior to 180 days prior to the receipt by the Borrower of the
written notice referred to in the preceding sentence.  Within fifteen (15) days after such certificate is furnished to
the Borrower, the Borrower will pay directly to such Lender such additional
amount or amounts as will compensate such Lender for such cost or change.


 


SECTION 4.8                          Payments,
Computations, etc.  Unless otherwise
expressly provided, all payments by the Borrower pursuant to this Agreement or
any other Loan Document shall be made by the Borrower to the Agent for the pro
rata account of the Lenders entitled to receive such payment.  All such payments required to be made to the
Agent shall be made, without setoff, deduction or counterclaim, not later than
11:00 a.m., Central time, on the date due, in same day or immediately available
funds, to such account as the Agent shall specify from time to time by notice
to the Borrower.  Funds received after
that time shall be deemed to have been received by the Agent on the next
succeeding Business Day.  The Agent
shall promptly remit in same day funds to each Lender its share, if any, of
such payments received by the Agent for the account of such Lender.  All interest and fees shall be computed on
the basis of the actual number of days (including the first day but excluding
the last day) occurring during the period for which such interest or fee is
payable over a year comprised of 360 days (or, in the case of interest on a
Base Rate Loan, 365 days or, if appropriate, 366 days).  Whenever any payment to be made shall
otherwise be due on a day which is not a Business Day, such payment shall
(except as otherwise required by clause (c) of the definition of the
term “Interest Period” with respect to Eurodollar Loans) be made on the
next succeeding Business Day and such extension of time shall be included in
computing interest and fees, if any, in connection with such payment.


 


SECTION 4.9                          Sharing
of Payments.  If any Lender shall
obtain any payment or other recovery (whether voluntary, involuntary, by
application of setoff or otherwise) on account of any Loan (other than pursuant
to the terms of Sections 4.3, 4.4 and 4.5) in excess of
its pro  rata share of payments then or therewith obtained by all
Lenders, such Lender shall purchase from the other Lenders such participations
in Loans made by them as shall be necessary to cause such purchasing Lender to
share the excess payment or other recovery ratably with each of them; provided,
however, that if all or any portion of the excess payment or other
recovery is thereafter


 


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recovered from such
purchasing Lender, the purchase shall be rescinded and each Lender which has
sold a participation to the purchasing Lender shall repay to the purchasing
Lender the purchase price to the ratable extent of such recovery together with
an amount equal to such selling Lender’s ratable share (according to the
proportion of (a) the amount of such selling
Lender’s required repayment to the purchasing Lender to (b) the total amount so recovered from the purchasing
Lender) of any interest or other amount paid or payable by the purchasing
Lender in respect of the total amount so recovered.  The Borrower agrees that any Lender so purchasing a participation
from another Lender pursuant to this Section may, to the fullest extent
permitted by law, exercise all its rights of payment with respect to such
participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation. 
If under any applicable bankruptcy, insolvency or other similar law, any
Lender receives a secured claim in lieu of a set off to which this Section
applies, such Lender shall, to the extent practicable, exercise its rights in respect
of such secured claim in a manner consistent with the rights of the Lenders
entitled under this Section to share in the benefits of any recovery on such
secured claim.


 


SECTION 4.10                    Replacement
of Lender on Account of Increased Costs, Eurodollar Lending Unlawful, Reserve
Requirements, Taxes, Certain Dissents, etc.  If any Lender shall claim the inability to make or maintain
Eurodollar Borrowings pursuant to Section 4.1 above, if any Lender is
owed increased costs under Section 4.5 above, if any payment to any
Lender by the Borrower is subject to any withholding tax pursuant to Section
4.6 above, or if any Lender is owed any cost or expense pursuant to Section
4.7 above, the Borrower shall have the right, if no Event of Default or
Default then exists, to replace such Lender with another bank or financial
institution provided that (i) if it is not a Lender or an Affiliate
thereof, such bank or financial institution shall be reasonably acceptable to
the Agent and (ii) such bank or financial institution shall
unconditionally purchase, in accordance with Section 10.10 hereof, all
of such Lender’s rights and obligations under this Agreement and the other Loan
Documents and the appropriate pro rata share of such Lender’s Loans and
Commitments, without recourse or expense to, or warranty by, such Lender being
replaced for a purchase price equal to the aggregate outstanding principal
amount of the Loans payable to such Lender, plus any accrued but unpaid
interest on such Loans, plus accrued but unpaid fees in respect of such
Lender’s Borrowings and Percentage of the Commitments hereunder to the date of
such purchase on a date therein specified. 
The Borrower shall be obligated to pay, simultaneously with such
purchase and sale, the increased costs, amounts, expenses and taxes under Sections
4.1, 4.5, 4.6, and 4.7 above, any amounts  payable under Section 4.4 and all other
costs, fees and expenses payable to such Lender hereunder and under the Loan
Documents, to the date of such purchase as well as all other Obligations due
and payable to or for the benefit of such Lender; provided, that if such bank
or financial institution fails to purchase such rights and obligations, the
Borrower shall continue to be obligated to pay the increased costs, amounts,
expenses and taxes under Sections 4.1, 4.5, 4.6, and 4.7
above to such Lender.


 


SECTION 4.11                    Maximum
Interest.  It is the intention of
the parties hereto to conform strictly to applicable usury laws and, anything
herein to the contrary notwithstanding, the obligations of the Borrower to the
Agent and each Lender under this Agreement shall be subject to the limitation
that payments of interest shall not be required to the extent that receipt
thereof would be contrary to provisions of law applicable to the Agent or such
Lender limiting rates of interest which may be charged or collected by the
Agent or such Lender.  Accordingly, if
the


 


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transactions contemplated
hereby would be usurious under applicable law (including the Federal and state
laws of the United States of America, or of any other jurisdiction whose laws
may be mandatorily applicable) with respect to the Agent or a Lender then, in
that event, notwithstanding anything to the contrary in this Agreement, it is
agreed as follows: (a) the provisions of this
Section shall govern and control; (b) the
aggregate of all consideration which constitutes interest under applicable law
that is contracted for, charged or received under this Agreement, or under any
of the other aforesaid agreements or otherwise in connection with this
Agreement by the Agent or such Lender shall under no circumstances exceed the
maximum amount of interest allowed by applicable law (such maximum lawful
interest rate, if any, with respect to such Lender herein called the “Highest
Lawful Rate”), and any excess shall be credited to the Borrower by the
Agent or such Lender (or, if such consideration shall have been paid in full,
such excess refunded to the Borrower); (c) all
sums paid, or agreed to be paid, to the Agent or such Lender for the use,
forbearance and detention of the Indebtedness of the Borrower to the Agent or
such Lender hereunder shall, to the extent permitted by applicable law, be
amortized, prorated, allocated and spread throughout the full term of such
Indebtedness until payment in full so that the actual rate of interest is
uniform throughout the full term thereof; and (d) if
at any time the interest provided pursuant to Section 4.1 together
with any other fees payable pursuant to this Agreement and the other Loan
Documents and deemed interest under applicable law, exceeds that amount which
would have accrued at the Highest Lawful Rate, the amount of interest and any
such fees to accrue to the Agent or such Lender pursuant to this Agreement
shall be limited, notwithstanding anything to the contrary in this Agreement to
that amount which would have accrued at the Highest Lawful Rate, but any
subsequent reductions, as applicable, shall not reduce the interest to accrue
to the Agent or such Lender pursuant to this Agreement below the Highest Lawful
Rate until the total amount of interest accrued pursuant to this Agreement and
such fees deemed to be interest equals the amount of interest which would have
accrued to the Agent or such Lender if a varying rate per annum equal to the
interest provided pursuant to Section 3.2 had at all times been in
effect, plus the amount of fees which would have been received but for
the effect of this Section.  For
purposes of Section 303.201 of the Texas Finance Code, as amended, to the
extent, if any, applicable to the Agent or a Lender, the Borrower agrees that
the Highest Lawful Rate shall be the “indicated (weekly) rate ceiling” as
defined in said Section, provided that the Agent or such Lender may also rely,
to the extent permitted by applicable laws, on alternative maximum rates of
interest under other laws applicable to the Agent or such Lender if
greater.  Chapter 346 of the Texas
Finance Code (which regulates certain revolving credit loan accounts and revolving
tri-party accounts (formerly Tex. Rev. Civ. Stat. Ann. Art. 5069, Ch. 15))
shall not apply to this Agreement or the other Loan Documents.


 


ARTICLE V

CONDITIONS


 


SECTION 5.1                          Effective
Date.  The obligations of the
Lenders to fund the initial Borrowing shall be subject to the prior
satisfaction, or waiver in writing by the Agent (with the consent of Required
Lenders) of each of the conditions precedent set forth in this Section 5.1.


 


SECTION 5.1.1                                                                 Resolutions,
etc.  The Agent shall have received
from the Borrower a certificate, dated the Effective Date, of its Secretary or
Assistant Secretary as to (a) resolutions of
its Board of Directors then in full force and effect authorizing the execution,


 


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delivery and performance
of this Agreement and each other Loan Document to be executed by it; and (b) the incumbency and signatures of its Authorized
Officers, upon which certificate each Lender may conclusively rely until it
shall have received a further certificate of the Secretary of the Borrower
canceling or amending such prior certificate.


 


SECTION 5.1.2                                                                 [Intentionally
omitted].


 


SECTION 5.1.3                                                                 Opinion
of Counsel.  The Agent shall have
received a favorable opinion, dated the Effective Date and addressed to the
Agent and all Lenders, from Thompson & Knight L.L.P., counsel to the
Borrower, substantially in the form of Exhibit 5.1.3 hereto.


 


SECTION 5.1.4                                                                 Fee
Letters, Closing Fees, Expenses, etc. 
The Agent shall have received the Fee Letter duly executed by the
Borrower.  The Agent shall also have
received for its own account, or for the account of the Arranger and each
Lender, as the case may be, all fees, costs and expenses due and payable
pursuant to Sections 3.3 and 10.3, if then invoiced.


 


SECTION 5.1.5                                                                 Material
Adverse Change.  There shall have
been no material adverse change in the consolidated business, condition
(financial or otherwise), operations, performance or properties of any of the
Borrower and its consolidated Subsidiaries taken as a whole since June 30,
2002, except as disclosed in Item 5.1.5 (“Material Adverse Change”)
of the Disclosure Schedule.


 


SECTION 5.1.6                                                                 Existing
Credit Facility.  The Agent shall
have received satisfactory proof of the Borrower’s termination of the Existing
Credit Facility and any obligations of the Borrower in connection therewith on
the Effective Date.


 


SECTION 5.1.7                                                                 Other
Documents.  Such other documents as
the Agent or any Lender may have reasonably requested.


 


SECTION 5.2                          All
Borrowings.  The obligation of each
Lender to fund any Borrowing (including the initial Borrowing) shall be subject
to the satisfaction of each of the conditions precedent set forth in this
Section.


 


SECTION 5.2.1                                                                 Compliance
with Warranties, No Default, etc. 
Both before and after giving effect to any Borrowing (but, if any
Default of the nature referred to in Section 8.1.5 shall have occurred
with respect to any other Indebtedness, without giving effect to the
application, directly or indirectly, of the proceeds thereof) the following
statements shall be true and correct (a) the
representations and warranties set forth in Article VI shall be true and
correct with the same effect as if then made (unless stated to relate solely to
an earlier date, in which case such representations and warranties shall be
true and correct as of such earlier date); and (b)
no Default or Event of Default shall have then occurred and be continuing.


 


SECTION 5.2.2                                                                 Borrowing
Request.  The Agent shall have
received a Borrowing Request for such Borrowing.  Each of the delivery of a Borrowing Request and the acceptance by
the Borrower of the proceeds of such Borrowing shall constitute a
representation and warranty by the Borrower that on the date of such Borrowing
(both immediately before and after giving effect to such Borrowing and the
application of the proceeds thereof) the statements made in Section 5.2.1
are true and correct.


 


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SECTION 5.2.3                                                                 Satisfactory
Legal Form.  All documents executed
or submitted pursuant hereto by or on behalf of the Borrower or any of its
Subsidiaries shall be satisfactory in form and substance to the Agent and its
counsel; the Agent and its counsel shall have received all information,
approvals, opinions, documents or instruments as the Agent or its counsel may
reasonably request.


 


ARTICLE
VI

REPRESENTATIONS AND WARRANTIES


 


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


 


SECTION 6.1                          Organization,
etc.  The Borrower and each of its
Restricted Subsidiaries is a corporation, partnership, limited partnership or
limited liability company validly organized and existing and in good standing
under the laws of the State of its incorporation, is duly qualified to do
business and is in good standing as a foreign entity in each jurisdiction where
the nature of its business requires such qualification, and has full power and
authority and holds all requisite governmental licenses, permits and other
approvals to enter into and perform its Obligations under this Agreement and
each other Loan Document to which it is a party and to conduct its business
substantially as currently conducted by it (except where the failure to be so
qualified to do business or be in good standing or to hold any such licenses,
permits and other approvals will not have a Material Adverse Effect).


 


SECTION 6.2                          Due
Authorization, Non-Contravention, etc. 
The execution, delivery and performance by the Borrower of this
Agreement and each other Loan Document executed or to be executed by it, and
the Borrower’s participation in any transaction contemplated herein are within
the Borrower’s powers, have been duly authorized by all necessary corporate
action, and do not (a) contravene the
Borrower’s Organic Documents; (b) contravene
any contractual restriction, law or governmental regulation or court decree or
order binding on or affecting the Borrower; or (c) result
in, or require the creation or imposition of, any Lien on any of the Borrower’s
properties.


 


SECTION 6.3                          Government
Approval, Regulation, etc.  No
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body or other Person is required for
the due execution, delivery or performance by the Borrower of this Agreement or
any other Loan Document to which it is a party, or for the Borrower’s
participation in any transaction contemplated herein, except as have been
obtained.  Neither the Borrower nor any
of its Subsidiaries is an “investment company” within the meaning of the
Investment Company Act of 1940, as amended, or a “holding company”, or a
“subsidiary company” of a “holding company”, or an “affiliate” of a “holding
company” or of a “subsidiary company” of a “holding company”, within the
meaning of the Public Utility Holding Company Act of 1935, as amended.


 


SECTION 6.4                          Validity,
etc.  This Agreement constitutes,
and each other Loan Document executed by the Borrower will, on the due
execution and delivery thereof, constitute, the legal, valid and binding
obligations of the Borrower enforceable in accordance with their


 


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respective terms except
as (i) enforceability thereof may be limited by bankruptcy, insolvency or
similar laws affecting creditor’s rights generally and (ii) rights of
acceleration and the availability of equitable remedies may be limited by
equitable principles of general applicability.


 


SECTION 6.5                          Financial
Information.  The balance sheets of
the Borrower and each of its consolidated Subsidiaries as at June 30, 2002 and
the related statements of earnings and cash flow, copies of which have been
furnished to the Agent and each Lender, have been prepared in accordance with
GAAP consistently applied, and present fairly the consolidated financial
condition of the corporations covered thereby as at the dates thereof and the
results of their operations for the periods then ended except as disclosed in Item
6.5 (“Financial Information”) of the Disclosure Schedule.


 


SECTION 6.6                          No
Material Adverse Change.  As of the
Effective Date, since the date of the financial statements described in Section
6.5, there has been no material adverse change in the financial condition,
operations, assets, business or properties of the Borrower and its Restricted
Subsidiaries (on a consolidated basis), except as disclosed in Item 5.1.5
(“Material Adverse Change”) of the Disclosure Schedule.


 


SECTION 6.7                          Litigation,
Labor Controversies, etc.  As of the
Effective Date, there is no pending or, to the knowledge of the Borrower,
threatened litigation, action, proceeding, or labor controversy affecting the
Borrower or any of its Restricted Subsidiaries, or any of their respective
properties, businesses, assets or revenues, which could reasonably be expected
to have a Material Adverse Effect or which purports to affect the legality,
validity or enforceability of, and the rights and remedies of the Agent and the
Lenders under, this Agreement or any other Loan Document, except as disclosed
in Item 6.7 (“Litigation”) of the Disclosure Schedule.


 


SECTION 6.8                          Subsidiaries.  Schedule 6.8 sets forth the name, the
identity or corporate structure and the ownership interest of each direct or
indirect Subsidiary as of the Effective Date. 
Schedule 6.8 also sets forth the name of each Restricted
Subsidiary and Unrestricted Subsidiary as of the Effective Date. As of the
Effective Date, the Borrower does not have any Subsidiaries other than the
Subsidiaries identified in Schedule 6.8.


 


SECTION 6.9                          Taxes.  The Borrower, each of its Restricted
Subsidiaries and each of its Unrestricted Subsidiaries which is a member of the
Borrower’s consolidated U.S. federal income tax group has filed all federal tax
returns and reports and all material state tax returns and reports required by
law to have been filed by it and has paid all taxes and governmental charges
thereby shown to be owing, except any such taxes or charges which are being
diligently contested in good faith by appropriate proceedings and for which
adequate reserves in accordance with GAAP shall have been set aside on its
books except such returns and taxes for jurisdictions other than the United
States with respect to which the failure to file and pay such taxes would not
have a Material Adverse Effect.


 


SECTION 6.10                    Pension and
Welfare Plans.  During the
twelve-consecutive-month period prior to the date of the execution and delivery
of this Agreement and prior to the date of any Borrowing hereunder, no steps have
been taken to terminate any Pension Plan, and no contribution failure has
occurred with respect to any Pension Plan sufficient to give rise to a Lien
securing an amount in excess of $1,000,000 under section 302(f) of ERISA.  No condition exists


 


29

















 


or event or transaction
has occurred with respect to any Pension Plan which might result in the
incurrence by the Borrower or any member of the Controlled Group of any
liability, fine or penalty which could reasonably be expected to result in a
Material Adverse Effect.  Except as
disclosed in Item 6.10 (“Employee Benefit Plans”) of the Disclosure
Schedule, neither the Borrower nor any member of the Controlled Group has any
contingent liability with respect to any post-retirement benefit under a
Welfare Plan, other than liability for continuation coverage described in Part
6 of Title I of ERISA.


 


SECTION 6.11                    Environmental
Warranties and Compliance.  The
liabilities and costs of the Borrower and its consolidated Restricted
Subsidiaries related to compliance with applicable Environmental Laws (as in
effect on the date on which this representation is made or deemed made) could
not reasonably be expected to have a Material Adverse Effect.


 


SECTION 6.12                    Regulation
U.  None of the Borrower and its
Subsidiaries are engaged in the business of extending credit for the purpose of
purchasing or carrying Margin Stock, and no proceeds of any Loans will be used
for a purpose which violates, or would be inconsistent with, Regulation U.


 


SECTION 6.13                    Accuracy of
Information.  No certificate,
statement or other information delivered herewith or hereto by or on behalf of
the Borrower in writing to the Agent  or
any Lender in connection with the negotiation of this Agreement or in connection
with any transaction contemplated hereby contains any untrue statement of a
fact or omits to state any fact known to the Borrower or its Subsidiaries
necessary to make the statements contained herein or therein not misleading as
of the date made or deemed made, except to the extent that any untrue statement
or omission could not reasonably be expected to have a Material Adverse Effect.


 


SECTION 6.14                    Use of
Proceeds.  The proceeds of each
Borrowing shall be used for the general corporate purposes of the Borrower and
its Subsidiaries.  No proceeds of any
Borrowing shall be used to make any investment in any Person if the board of
directors or other governing body of such Person has announced its opposition
to such investment.


 


ARTICLE
VII

COVENANTS


 


SECTION 7.1                          Affirmative
Covenants.  The Borrower agrees with
the Agent and each Lender that, until all Commitments have terminated and all
Obligations have been paid and performed in full, the Borrower will perform the
obligations set forth in this Section 7.1.


 


SECTION 7.1.1                                                                 Financial
Information, Reports, Notices, etc. 
The Borrower will furnish, or will cause to be furnished, to each Lender
and the Agent copies of the following financial statements, reports, notices
and information:


 


(a)                                  as
soon as available and in any event within 45 days after the end of each of the
first three Fiscal Quarters of each Fiscal Year of the Borrower, consolidated
balance sheets of the Borrower and its Subsidiaries as of the end of such
Fiscal Quarter and consolidated statements of earnings and cash flow of the
Borrower and its Subsidiaries for such Fiscal Quarter and for the period
commencing at the end of the previous Fiscal Year and ending with the end of
such Fiscal


 


30

















 


Quarter, certified by the
chief financial Authorized Officer of the Borrower as having been prepared in
accordance with GAAP;


 


(b)                                 as
soon as available and in any event within 90 days after the end of each Fiscal
Year of the Borrower, a copy of the annual audit report for such Fiscal Year
for the Borrower and its Subsidiaries, including therein consolidated balance
sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year
and consolidated statements of earnings and cash flow of the Borrower and its
Subsidiaries for such Fiscal Year, in each case certified (without any
Impermissible Qualification) as having been prepared in accordance with GAAP in
a manner acceptable to the Agent and the Required Lenders by independent public
accountants of recognized national standing;


 


(c)                                  as
soon as available and in any at the time of each delivery of financial reports
under subsections (a) and (b) of this Section 7.1.1, a certificate,
executed by the chief financial Authorized Officer of the Borrower, showing (in
reasonable detail and with appropriate calculations and computations in all
respects satisfactory to the Agent) compliance with the financial covenants set
forth in Section 7.2.3;


 


(d)                                 promptly,
and in any event within three Business Days after an Authorized Officer of the
Borrower or any of its Subsidiaries becomes aware of the existence of the
occurrence of each Default, a statement of the chief executive officer or the
chief financial Authorized Officer of the Borrower setting forth details of such
Default and the action which the Borrower has taken and proposes to take with
respect thereto;


 


(e)                                  promptly,
and in any event within three Business Days after an Authorized Officer of the
Borrower or any of its Subsidiaries becomes aware of (x) the occurrence of any
adverse development with respect to any litigation, action, proceeding, or
labor controversy described in Section 6.7 which would have or
reasonably be expected to have a Material Adverse Effect, or (y) the
commencement of any material labor controversy, litigation, action, proceeding
of the type described in Section 6.7 which would have or reasonably
be expected to have a Material Adverse Effect, notice thereof and copies of all
documentation relating thereto requested by the Agent or any Lender;


 


(f)                                    promptly
after the sending or filing thereof, copies of all reports and registration
statements which the Borrower or any of its Subsidiaries files with the
Securities and Exchange Commission or any national securities exchange;


 


(g)                                 immediately
upon becoming aware of the institution of any steps by the Borrower or any
other Person to terminate any Pension Plan, or the failure to make a required
contribution to any Pension Plan if such failure is sufficient to give rise to
a Lien under section 302(f) of ERISA, or the taking of any action with respect
to a Pension Plan which could result in the requirement that the Borrower
furnish a bond or other security to the PBGC or such Pension Plan, or the
occurrence of any event with respect to any Pension Plan which could result in
the incurrence by the Borrower of any liability, fine or penalty, or any
increase in the contingent liability of the Borrower with respect to any
post-retirement Welfare Plan benefit which would have or could reasonably be
expected to have a Material Adverse Effect, notice thereof and copies of all
documentation relating thereto; and


 


31

















 


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


 


SECTION 7.1.2                                                                 Compliance
with Laws, etc.  The Borrower will,
and will cause each of its Subsidiaries to, comply with all Laws, such
compliance to include, without limitation: (a) the maintenance and
preservation of its corporate existence and qualification as a foreign
corporation, (b) the payment, before the same become delinquent, of all
taxes, assessments and governmental charges imposed upon it or upon its
property except to the extent being diligently contested in good faith by
appropriate proceedings and for which adequate reserves in accordance with GAAP
shall have been set aside on its books and (c) all Environmental Laws;
except; in each case, where the failure to so comply would not have or would
not reasonably be expected to have a Material Adverse Effect.


 


SECTION 7.1.3                                                                 Maintenance
of Properties.  The Borrower will,
and will cause each of its Restricted Subsidiaries to, maintain, preserve,
protect and keep its properties in good repair, working order and condition
(ordinary wear and tear excepted), and make necessary and proper repairs,
renewals and replacements so that its business carried on in connection
therewith may be properly conducted at all times unless the Borrower determines
in good faith that the continued maintenance of any of its properties is no
longer economically desirable or unless failure to so preserve, maintain,
protect or keep its properties would not reasonably be expected to have a
Material Adverse Effect.


 


SECTION 7.1.4                                                                 Insurance.  The Borrower will, and will cause each of
its Restricted Subsidiaries to, maintain or cause to be maintained with
responsible insurance companies insurance with respect to its properties and
business against such casualties and contingencies and of such types and in
such amounts as is customary in the case of similar businesses in similar
locations.


 


SECTION 7.1.5                                                                 Books
and Records.  The Borrower will, and
will cause each of its Subsidiaries to, keep books and records which accurately
reflect, in accordance with GAAP, all of its business affairs and transactions
and permit the Agent or its representatives, at reasonable times and intervals
and upon reasonable prior notice to the Borrower, to visit all of its offices,
to discuss its financial matters with its officers and employees and to examine
any of its books or other corporate records; provided, however,
that prior notice to the Borrower shall not be required if an Event of Default
has occurred or is continuing.


 


SECTION 7.1.6                                                                 Conduct
of Business.  The Borrower will, and
will cause each Restricted Subsidiary to, cause all material properties and
businesses to be regularly conducted, operated, maintained and developed in a
good and workmanlike manner, as would a prudent operator and in accordance with
all applicable federal, state and local laws, rules and regulations, except for
any failure to so operate, maintain and develop that could not reasonably be
expected to have a Material Adverse Effect.


 


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SECTION 7.1.7                                                                 Subsidiaries;
Unrestricted Subsidiaries.  The
Borrower shall:


 


(a)                                  if
any additional Subsidiary is formed or acquired after the Effective Date,
notify the Agent thereof and whether such Subsidiary is an Unrestricted
Subsidiary or a Restricted Subsidiary.


 


(b)                                 cause
the management, business and affairs of the Borrower and its Restricted
Subsidiaries to be conducted in such a manner (including, without limitation,
by keeping separate books of account, furnishing separate financial statements
of Unrestricted Subsidiaries to creditors and potential creditors thereof and
by not permitting Properties of the Borrower and its respective Subsidiaries to
be commingled) so that each Unrestricted Subsidiary that is a corporation will
be treated as a corporate entity separate and distinct from the Borrower and
the Restricted Subsidiaries;


 


(c)                                  except
as permitted by Section 7.2.5, will not, and will not permit any of the
Restricted Subsidiaries to incur any Guaranteed Liabilities in respect of any
Indebtedness of any of the Unrestricted Subsidiaries; and


 


(d)                                 will
not permit any Unrestricted Subsidiary to hold any equity or other ownership
interest in, or any Indebtedness of, any Restricted Subsidiary.


 


SECTION 7.1.8                                                                 Designation
and Conversion of Restricted and Unrestricted Subsidiaries.


 


(a)                                  Unless
designated as an Unrestricted Subsidiary on Schedule 6.8 as of the date
of this Agreement or thereafter in writing to the Agent, any Person that becomes
a Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be
classified as a Restricted Subsidiary.


 


(b)                                 The
Borrower may designate any Subsidiary (including a newly formed or newly
acquired Subsidiary) as an Unrestricted Subsidiary if (i) the representations
and warranties of the Borrower and its Restricted Subsidiaries contained in
each of the Loan Documents are true and correct on and as of such date as if
made on and as of the date of such designation (or, if stated to have been made
expressly as of an earlier date, were true and correct as of such date), and
(ii) after giving effect to such designation, no Default or Event of
Default would exist; provided, however, that the Borrower may not
designate either EDC or SOC as Unrestricted Subsidiaries.  Except as provided in this Section, no
Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary.


 


(c)                                  The
Borrower may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary if after giving effect to such designation, (i) the representations
and warranties of the Borrower and its Restricted Subsidiaries contained in
each of the Loan Documents are true and correct on and as of such date as if
made on and as of the date of such redesignation (or, if stated to have been
made expressly as of an earlier date, were true and correct as of such date),
and (ii) after giving effect to such designation, no Default or Event of
Default would exist.


 


SECTION 7.2                          Negative
Covenants.  The Borrower agrees with
the Agent and each Lender that, until all Commitments have terminated and all
Obligations have been paid and performed in full, the Borrower will perform the
obligations set forth in this Section 7.2.


 


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SECTION 7.2.1                                                                 Business
Activities.  The Borrower will not,
and will not permit any of its Restricted Subsidiaries to, engage in any
business activity if, as a result thereof, the Borrower and its Restricted
Subsidiaries taken as a whole would no longer be principally engaged in the
business of oil, gas and energy exploration, development, production,
processing and marketing and such activities as may be incidental or related
thereto.


 


SECTION 7.2.2                                                                 Liens.  The Borrower will not, and will not permit
any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist
any Lien upon any of its property, revenues or assets, whether now owned or
hereafter acquired, except:


 


(a)                                  Liens
securing payment of the Obligations, granted pursuant to any Loan Document;


 


(b)                                 Liens
for taxes, assessments or other governmental charges or levies not at the time
delinquent or thereafter payable without penalty or being diligently contested
in good faith by appropriate proceedings and for which adequate reserves in
accordance with GAAP shall have been set aside on its books;


 


(c)                                  Liens
of carriers, warehousemen, mechanics, materialmen and landlords incurred in the
ordinary course of business for sums not overdue or being diligently contested
in good faith by appropriate proceedings and for which adequate reserves in
accordance with GAAP shall have been set aside on its books;


 


(d)                                 Liens
incurred in the ordinary course of business in connection with workmen’s
compensation, unemployment insurance or other forms of governmental insurance
or benefits, or to secure performance of tenders, statutory obligations, leases
and contracts (other than for borrowed money) entered into in the ordinary
course of business or to secure obligations on surety or appeal bonds;


 


(e)                                  judgment
Liens in existence less than 30 days after the entry thereof or with respect to
which execution has been stayed or the payment of which is covered in full
(subject to a customary deductible) by insurance maintained with responsible
insurance companies;


 


(f)                                    Liens
on cash or cash-equivalents securing Hedging Obligations of the Borrower or any
of its Restricted Subsidiaries not in excess in the aggregate of $50,000,000
for all such cash and cash equivalents;


 


(g)                                 Liens
in favor of the United States of America or any state thereof or any
department, agency, instrumentality or political subdivision of any such
jurisdiction to secure partial, progress, advance or other payments pursuant to
any contract or statute;


 


(h)                                 Liens
required by any contract or statute in order to permit the Borrower or a
Restricted Subsidiary to perform any contract or subcontract made by it with or
at the request of the United States of America, any state or any department,
agency or instrumentality or political subdivision of either;


 


(i)                                     Liens
which exist prior to the time of acquisition upon any assets acquired by the
Borrower or any Restricted Subsidiary (including Liens on assets of any Person
at the time of the


 


34

















 


acquisition of the capital
stock or assets of such Person or a merger with or consolidation with such
Person by the Borrower or a Restricted Subsidiary), provided that (i)
the Lien shall attach solely to the assets so acquired (or of the Person so
acquired, merged or consolidated), and (ii) in the case of Liens securing
Indebtedness the aggregate principal amount of all Indebtedness of Restricted
Subsidiaries secured by such Liens shall be permitted by the limitations set
forth in Section 7.2.5;


 


(j)                                     Liens
securing Indebtedness owing by any Restricted Subsidiary to the Borrower;


 


(k)                                  Liens
under operating agreements, unitization agreements, pooling orders, and similar
arrangements;


 


(l)                                     Liens
set forth on Schedule 7.2 which are existing on the Effective Date;


 


(m)                               Liens
on debt of or equity interests in a Person that is not a Restricted Subsidiary;


 


(n)                                 Any
extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any Lien referred to in the foregoing
clauses of this Section or of any Indebtedness secured thereby; provided
that in the case of Liens securing Indebtedness, the principal amount of
Indebtedness secured thereby shall not exceed the principal amount of
Indebtedness so secured at the time of such extension, renewal or replacement
and that such extension, renewal or replacement Lien shall be limited to all or
part of substantially the same property or revenue subject of the Lien
extended, renewed or replaced (plus improvements on such property); and


 


(o)                                 additional
Liens upon assets of the Borrower and its Restricted Subsidiaries created after
the date hereof, provided that (i) the aggregate Indebtedness secured
thereby and incurred on or after the date hereof shall not exceed two and
one-half percent (2 1⁄2%) of Stockholders’ Equity in the aggregate at any one
time outstanding and (ii) that such Liens do not encumber or attach to any
equity interest in a Restricted Subsidiary.


 


SECTION 7.2.3                                                                 Financial
Covenants.  The Borrower will not:


 


(a)                                  EBITDAX
to Total Interest Expense.  Permit
the ratio of EBITDAX to Total Interest Expense for any consecutive period of
four fiscal quarters ending on the last day of a fiscal quarter to be less than
4.0:1.0.


 


(b)                                 Total
Debt to Capitalization.  Permit the
Total Debt to Capitalization Ratio, expressed as a percentage, to exceed 60% at
any time.


 


(c)                                  Minimum
Total Asset Value.  Permit the Total
Asset Value of its Restricted Subsidiaries to be less than $800,000,000 at any
time.


 


SECTION 7.2.4                                                                 Restricted
Payments, etc.  On and at all times
after the Effective Date, the Borrower will not declare, pay or make any
dividend or distribution (in cash, property or obligations) on any shares of
any class of capital stock (now or hereafter outstanding) of the Borrower or on
any warrants, options or other rights with respect to any shares of any class
of capital stock (now or hereafter outstanding) of the Borrower (other than
dividends or


 


35

















 


distributions payable in its
common stock or warrants to purchase its common stock or splitups or
reclassifications of its stock into additional or other shares of its common
stock) or apply, or permit any of its Restricted Subsidiaries to apply, any of
its funds, property or assets to the purchase, redemption, sinking fund or
other retirement of, or agree or permit any of its Restricted Subsidiaries to
purchase or redeem, any shares of any class of capital stock (now or hereafter
outstanding) of the Borrower, or warrants, options or other rights with respect
to any shares of any class of capital stock (now or hereafter outstanding) of
the Borrower, if, after giving effect thereto, a Default or an Event of Default
shall have occurred and be continuing or been caused thereby.


 


SECTION 7.2.5                                                                 Indebtedness.  The Borrower will not permit any of its
Restricted Subsidiaries to contract, create, incur or assume any Indebtedness,
except:


 


(a)                                  Indebtedness
of a Restricted Subsidiary owed to the Borrower or an other Restricted
Subsidiary;


 


(b)                                 Indebtedness
of a Restricted Subsidiary which exists prior to the time of the acquisition of
such Subsidiary by the Borrower or any Restricted Subsidiary (including
Indebtedness at the time of the acquisition of the capital stock or assets of
such Person or a merger with or consolidation with such Person by the Borrower
or a Restricted Subsidiary) and any extensions, renewals or replacements of
such Indebtedness, provided that the aggregate principal amount of such
Indebtedness and any extensions, renewals or replacements thereof shall not
exceed the principal amount of such Indebtedness at the time such Person
becomes a Subsidiary; and


 


(c)                                  other
Indebtedness in an aggregate amount not to exceed an amount equal to five
percent (5%) of Stockholders’ Equity.


 


SECTION 7.2.6                                                                 Consolidation,
Merger, etc.  The Borrower will not,
and will not permit any of its Restricted Subsidiaries to, liquidate or
dissolve, consolidate with, or merge into or with, any other corporation, or
purchase or otherwise acquire all or substantially all of the assets of any
Person (or of any division thereof) except (a) any such Restricted
Subsidiary may liquidate or dissolve voluntarily into, and may merge with and
into, the Borrower or any other Restricted Subsidiary, and the assets or stock
of any Restricted Subsidiary may be purchased or otherwise acquired by the
Borrower or any other Restricted Subsidiary; and (b) so long as no Default
or Event of Default has occurred and is continuing or would occur after giving
effect thereto, the Borrower or any of its Restricted Subsidiaries may purchase
all or substantially all of the assets of any Person, or acquire such Person by
merger (as long as the Borrower or such Restricted Subsidiary is the surviving
entity).


 


SECTION 7.2.7                                                                 Negative
Pledges, Restrictive Agreements, etc. 
The Borrower will not, and will not permit any of its Restricted
Subsidiaries to, enter into any agreement (excluding this Agreement, any other
Loan Document and any agreement governing any Indebtedness not prohibited under
this Agreement) prohibiting the creation or assumption of any Lien upon its
material properties, revenues or assets, whether now owned or hereafter
acquired, or the ability of the Borrower to amend or otherwise modify this
Agreement or any other Loan Document. 
The foregoing shall not prohibit agreements entered into or acquired in
the ordinary course of


 


36

















 


business regarding specific
properties or assets which restrict or place conditions the transfer of or the
creation of a Lien on such properties or assets or the revenues derived
therefrom, but which do not affect other unrelated properties, assets or
revenues. The Borrower will not and will not permit any of its Restricted
Subsidiaries to enter into any agreement prohibiting the ability of any
Restricted Subsidiary to make any payments, directly or indirectly, to the
Borrower by way of dividends, advances, repayments of loans or advances,
reimbursements of management and other intercompany charges, expenses and
accruals or other returns on investments, or any other agreement or arrangement
which restricts the ability of any such Restricted Subsidiary to make any
payment, directly or indirectly, to the Borrower.


 


ARTICLE VIII

EVENTS OF DEFAULT


 


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


 


SECTION 8.1.1                                                                 Non-Payment
of Obligations.  The Borrower shall
default in the payment or prepayment when due of any principal of any Loan, or
the Borrower shall default (and such default shall continue unremedied for a
period of five days) in the payment when due of any interest on any Loan, of
any fee hereunder or of any other Obligation.


 


SECTION 8.1.2                                                                 Breach
of Warranty.  Any representation or
warranty of the Borrower made or deemed to be made hereunder or in any other
Loan Document executed by it or any certificates delivered pursuant to Article
V is or shall be incorrect in any material respect when made or deemed
made.


 


SECTION 8.1.3                                                                 Non-Performance
of Certain Covenants and Obligations. 
The Borrower shall default in the due performance and observance of any
of its obligations under Section 7.2.2, 7.2.3, 7.2.6
or 7.2.7; provided that the imposition of any non-consensual Lien that
is not permitted to exist pursuant to Section 7.2.2 shall not be deemed
to constitute an Event of Default hereunder until thirty (30) days after the
date of such imposition.


 


SECTION 8.1.4                                                                 Non-Performance
of Other Covenants and Obligations. 
The Borrower shall default in the due performance and observance of any
other provision contained herein (not constituting an Event of Default under
the preceding provisions of this Section 8.1) or any other Loan
Document executed by it, and such default shall continue unremedied for a
period of 30 days after notice thereof shall have been given to the Borrower by
the Agent.


 


SECTION 8.1.5                                                                 Default
on Other Indebtedness.  A default
shall occur in the payment when due (subject to any applicable grace period),
whether by acceleration or otherwise, of any Indebtedness (other than
Indebtedness described in Section 8.1.1) of the Borrower or any of its
Restricted Subsidiaries having a principal amount, individually or in the
aggregate, in excess of $35,000,000, or a default shall occur in the
performance or observance of any obligation or condition with respect to such
Indebtedness if the effect of such default is to accelerate the maturity of any
such Indebtedness or such default shall continue unremedied for any applicable
period of time sufficient to permit the holder or holders of such Indebtedness,
or


 


37

















 


any trustee or agent for such
holders, to cause such Indebtedness to become due and payable prior to its
expressed maturity.


 


SECTION 8.1.6                                                                 Judgments.  Any judgment or order for the payment of
money in excess of $35,000,000 shall be rendered against the Borrower or any of
its Restricted Subsidiaries if such excess is not fully covered by valid and
collectible insurance in respect thereof, the payment of which is not being
disputed or contested by the insurer or the insurers, and either
(i) proper or valid enforcement or levying proceedings shall have been
commenced by any creditor upon such judgment or order or (ii) such
judgment or order shall continue unsatisfied and unstayed for a period of
thirty (30) consecutive days.


 


SECTION 8.1.7                                                                 Pension
Plans.  Any of the following events
shall occur with respect to any Pension Plan (a) the institution of any
steps by the Borrower, any member of its Controlled Group or any other Person
to terminate a Pension Plan if, as a result of such termination, the Borrower
or any such member could be required to make a contribution to such Pension
Plan in excess of $35,000,000; or (b) a contribution failure occurs with
respect to any Pension Plan sufficient to give rise to a Lien under section
302(f) of ERISA to the extent such action could reasonably be expected to have
a Material Adverse Effect.


 


SECTION 8.1.8                                                                 Change
in Control.  Any Change in Control
shall occur.


 


SECTION 8.1.9                                                                 Bankruptcy,
Insolvency, etc.  The Borrower or
any of its Restricted Subsidiaries shall 
(a) become insolvent or generally fail to pay, or admit in writing
its inability or unwillingness to pay, debts as they become due; (b) apply
for, consent to, or acquiesce in, the appointment of a trustee, receiver,
sequestrator or other custodian for the Borrower or any of its Restricted
Subsidiaries or any substantial portion of the property of any thereof, or make
a general assignment for the benefit of creditors; (c) in the absence of
such application, consent or acquiescence, permit or suffer to exist the
appointment of a trustee, receiver, sequestrator or other custodian for the
Borrower or any of its Restricted Subsidiaries or for a substantial part of the
property of any thereof, and such trustee, receiver, sequestrator or other
custodian shall not be discharged within 60 days, provided that the Borrower,
each Restricted Subsidiary hereby expressly authorizes the Agent and each
Lender to appear in any court conducting any relevant proceeding during such
60-day period to preserve, protect and defend their rights under the Loan
Documents; (d) permit or suffer to exist the commencement of any
bankruptcy, reorganization, debt arrangement or other case or proceeding under any
bankruptcy or insolvency law, or any dissolution, winding up or liquidation
proceeding, in respect of the Borrower or any of its Restricted Subsidiaries,
and, if any such case or proceeding is not commenced by the Borrower or such
Subsidiary, such case or proceeding shall be consented to or acquiesced in by
the Borrower or such Restricted Subsidiary or shall result in the entry of an
order for relief or shall remain for 60 days undismissed, provided that the
Borrower, each Restricted Subsidiary hereby expressly authorizes the Agent and
each Lender to appear in any court conducting any such case or proceeding
during such 60-day period to preserve, protect and defend their rights under
the Loan Documents; or (e) take any corporate action authorizing, or in
furtherance of, any of the foregoing.


 


SECTION 8.2                          Action
if Bankruptcy.  If any Event of
Default described in Section 8.1.9 shall occur with respect to the
Borrower or any Restricted Subsidiary, the


 


38

















 


Commitments (if not theretofore
terminated) shall automatically terminate and the outstanding principal amount
of all outstanding Borrowings and all other Obligations shall automatically be
and become immediately due and payable, without notice or demand.


 


SECTION 8.3                          Action
if Other Event of Default.  If any
Event of Default (other than any Event of Default described in Section 8.1.9
with respect to the Borrower or any Restricted Subsidiary) shall occur for any
reason, whether voluntary or involuntary, and be continuing, the Agent, upon
the direction of the Required Lenders, shall by notice to the Borrower declare
all or any portion of the outstanding principal amount of the Borrowings and
other Obligations to be due and payable and/or the Commitments (if not
theretofore terminated) to be terminated, whereupon the full unpaid amount of
such Loans and other Obligations which shall be so declared due and payable
shall be and become immediately due and payable, without further notice, demand
or presentment, as the case may be, and/or the Commitments shall terminate.


 


ARTICLE IX

THE AGENTS


 


SECTION 9.1                          Actions.  Each Lender hereby appoints (i) JPMorgan as
the Agent under this Agreement and each other Loan Document, (ii) Wachovia
Bank, National Association, as
Syndication Agent under this Agreement and each other Loan Document, and (iii)
Société Générale, Citibank, N.A., Deutsche Bank AG New York Branch and The
Royal Bank of Scotland plc, as Co-Documentation Agents under this Agreement and
each other Loan Document.  Each Lender
authorizes the Agent to act on behalf of such Lender under this Agreement and
each other Loan Document and, in the absence of other written instructions from
the Required Lenders received from time to time by the Agent (with respect to
which the Agent agrees that it will comply, except as otherwise provided in
this Section or as otherwise advised by counsel), to exercise such powers
hereunder and thereunder as are specifically delegated to or required of the
Agent by the terms hereof and thereof, together with such powers as may be
reasonably incidental thereto.  Each
Lender acknowledges that none of the Syndication Agent and the Co-Documentation
Agents have any duties or obligations under this Agreement or any other Loan
Document in connection with their capacity as either the Syndication Agent or a
Co-Documentation Agent, respectively. 
Each Lender hereby indemnifies (which indemnity shall survive any
termination of this Agreement) each of the Agents, pro  rata
according to such Lender’s Percentage, WHETHER
OR NOT RELATED TO ANY SINGULAR, JOINT OR CONCURRENT NEGLIGENCE OF THE AGENTS,
from and against any and all liabilities, obligations, losses, damages, claims,
costs or expenses of any kind or nature whatsoever which may at any time be
imposed on, incurred by, or asserted against, any Agent in any way relating to
or arising out of this Agreement and any other Loan Document, including
reasonable attorneys’ fees, and as to which such Agent is not reimbursed by the
Borrower; provided, however, that no Lender shall be liable for
the payment of any portion of such liabilities, obligations, losses, damages,
claims, costs or expenses which are determined by a court of competent
jurisdiction in a final proceeding to have resulted solely from such Agent’s gross
negligence or willful misconduct.  None
of the Agents shall be required to take any action hereunder or under any other
Loan Document, or to prosecute or defend any suit in respect of this Agreement
or any other Loan Document, unless it is indemnified hereunder to its
satisfaction.  If any indemnity in favor
of any Agent shall be or become inadequate, in such Agent’s determination, as
the case may be, such Agent may call for additional indemnification


 


39

















 


from the Lenders and cease to
do the acts indemnified against hereunder until such additional indemnity is
given.  Notwithstanding any provision to
the contrary contained elsewhere in this Agreement or in any other Loan
Document, none of the Agents shall have any duties or responsibilities, except
as expressly set forth herein, nor shall any of the Agents have or be deemed to
have any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against any
of the Agents.


 


SECTION 9.2                          Funding
Reliance, etc.  Unless the Agent
shall have been notified by telephone, confirmed in writing, by any Lender by
5:00 p.m., Central time, on the day prior to a Borrowing (except with respect
to a Borrowing comprised of Base Rate Loans, in which case notice shall be
given no later than 12:00 noon, Central time, on the date of the proposed
Borrowing) that such Lender will not make available the amount which would
constitute its Percentage of such Borrowing on the date specified therefor, the
Agent may assume that such Lender has made such amount available to the Agent
and, in reliance upon such assumption, make available to the Borrower a
corresponding amount.  If and to the
extent that such Lender shall not have made such amount available to the Agent,
such Lender and the Borrower severally agree to repay the Agent forthwith on
demand such corresponding amount together with interest thereon, for each day
from the date the Agent made such amount available to the Borrower to the date
such amount is repaid to the Agent, at the Federal Funds Rate.


 


SECTION 9.3                          Exculpation.  None of the Agents and their respective
directors, officers, employees or agents shall be liable to any Lender for any
action taken or omitted to be taken by it under this Agreement or any other
Loan Document, or in connection herewith or therewith, except for its own
willful misconduct or gross negligence, nor responsible for any recitals or
warranties herein or therein, nor for the effectiveness, enforceability,
validity or due execution of this Agreement or any other Loan Document, nor to
make any inquiry respecting the performance by the Borrower of its obligations
hereunder or under any other Loan Document. 
Any such inquiry which may be made by any Agent shall not obligate it to
make any further inquiry or to take any action.  Each of the Agents shall be entitled to rely upon advice of
counsel concerning legal matters and upon any notice, consent, certificate,
statement or writing which such Agent believes to be genuine and to have been
presented by a proper Person.


 


SECTION 9.4                          Successor.  Any of the Agents may resign as such at any
time upon at least 30 days’ prior notice to the Borrower and all Lenders.  If the Agent at any time shall resign, the
Required Lenders may appoint another Lender as the successor Agent which shall
thereupon become the Agent hereunder. 
If no successor Agent shall have been so appointed by the Required
Lenders, and shall have accepted such appointment, within 30 days after the
retiring Agent’s giving notice of resignation, then the retiring Agent may, on
behalf of the Lenders, appoint a successor Agent, which shall be one of the Lenders
or a commercial banking institution organized under the laws of the U.S. (or
any State thereof) or a U.S. branch or agency of a commercial banking
institution, and having a combined capital and surplus of at least
$500,000,000.  Upon the acceptance of any
appointment as the Agent hereunder by a successor Agent, such successor Agent
shall be entitled to receive from the retiring Agent such documents of transfer
and assignment as such successor Agent may reasonably request, and shall
thereupon succeed to and become vested with all rights, powers, privileges and
duties of the retiring Agent, and the retiring Agent shall be discharged from
its duties and obligations under this Agreement.


 


40

















 


After a retiring Agent’s
resignation hereunder as a Agent, the provisions of this Article IX
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was the Agent under this Agreement, and Section 10.4 (and,
with respect to the Agent, Section 10.3) shall continue to inure to its
benefit.


 


SECTION 9.5                          Loans
by the Agents.  Each of the Agents
shall have the same rights and powers with respect to the Loans made by it or
any of its Affiliates and may exercise the same as if it were not a Agent.  Each of the Agents and its Affiliates may
accept deposits from, lend money to, and generally engage in any kind of
business with the Borrower or any Subsidiary or Affiliate of the Borrower as if
it were not a Agent hereunder.


 


SECTION 9.6                          Credit
Decisions.  Each Lender acknowledges
that it has made its own credit decision to extend its Commitments hereunder
(i) independently of each of the Agents and each other Lender, and (ii) based
on such Lender’s review of the financial information of the Borrower, this
Agreement, the other Loan Documents (the terms and provisions of which being
satisfactory to such Lender) and such other documents, information and
investigations as such Lender has deemed appropriate.  Each Lender also acknowledges that it will continue to make its
own credit decisions as to exercising or not exercising from time to time any
rights and privileges available to it under this Agreement or any other Loan
Document (i) independently of each of the Agents and each other Lender,
and (ii) based on such other documents, information and investigations as it
shall deem appropriate at any time.


 


SECTION 9.7                          Copies,
etc.  The Agent shall give prompt
notice to each Lender of each notice or request required or permitted to be
given to the Agent by the Borrower pursuant to the terms of this Agreement
(unless concurrently delivered to the Lenders by the Borrower).  The Agent will distribute to each Lender
each document or instrument received for its account and copies of all other
communications received by the Agent from the Borrower for distribution to the
Lenders by the Agent in accordance with the terms of this Agreement.


 


ARTICLE
X

MISCELLANEOUS PROVISIONS


 


SECTION 10.1                    Waivers,
Amendments, etc.  The provisions of
this Agreement and of each other Loan Document may from time to time be
amended, modified or waived, if such amendment, modification or waiver is in
writing and consented to by the Borrower and the Required Lenders; provided,
however, that no such amendment, modification or waiver which would: (a) modify
any requirement hereunder that any particular action be taken by all the
Lenders or by the Required Lenders shall be effective unless consented to by
each Lender; (b) modify this Section 10.1, change the
definition of “Required Lenders”, reduce any fees described in Article
III, change the schedule of reductions to the Commitments provided for in Section
2.3, release any collateral security except as otherwise specifically
provided in any Loan Document or extend the Maturity Date, shall be made without
the consent of each Lender; (c) extend the due date for, or reduce the
amount of, any scheduled repayment or prepayment of principal of or interest on
any Loan (or  reduce the principal
amount of or rate of interest on any Loan) shall be made without the consent of
the Lender which made such Loan; or (d) affect adversely the interests, rights
or obligations of any Agent as Agent shall be made without the consent of such
Agent; provided, further, that no such amendment, modification or
waiver which


 


41

















 


would either increase any
Commitment, Commitment Amount or the Percentage of any Lender, or modify the
rights, duties or obligations of any Agent, shall be effective without the
consent of such Lender or such Agent, as applicable.  No failure or delay on the part of the Agent or any Lender in
exercising any power or right under this Agreement or any other Loan Document
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power or right preclude any other or further exercise thereof or the
exercise of any other power or right. 
No notice to or demand on the Borrower in any case shall entitle it to
any notice or demand in similar or other circumstances.  No waiver or approval by the Agent or any
Lender under this Agreement or any other Loan Document shall, except as may be
otherwise stated in such waiver or approval, be applicable to subsequent
transactions.  No waiver or approval
hereunder shall require any similar or dissimilar waiver or approval thereafter
to be granted hereunder.


 


SECTION 10.2                    Notices.  Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:


 


	
  (a)

  	
  if to the Borrower, to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Noble Energy, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  350 Glenborough, Suite 100

  	
   

  	
   

  
	
   

  	
   

  	
  Houston, TX  77067

  
	
   

  	
   

  	
  Attention:

  	
  James L. McElvany

  
	
   

  	
   

  	
  Telephone No.:

  	
  (281) 872-3100

  
	
   

  	
   

  	
  Facsimile No.:

  	
  (281) 872-3111

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
  if to the Agent, to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Agency Services

  	
   

  	
   

  
	
   

  	
   

  	
  JPMorgan Chase Bank

  	
   

  	
   

  
	
   

  	
   

  	
  One Chase Manhattan Plaza, 8th Floor

  	
   

  	
   

  
	
   

  	
   

  	
  New York, NY 10081

  
	
   

  	
   

  	
  Attention:

  	
  Muniram Appanna

  
	
   

  	
   

  	
  Telephone No.:

  	
  (212) 552-7943

  
	
   

  	
   

  	
  Facsimile No.:

  	
  (212) 552-3295

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JPMorgan Chase Bank

  	
   

  	
   

  
	
   

  	
   

  	
  Global Oil & Gas Group

  	
   

  	
   

  
	
   

  	
   

  	
  600 Travis, 20th Floor

  	
   

  	
   

  
	
   

  	
   

  	
  Houston, Texas 77002

  
	
   

  	
   

  	
  Attention:

  	
  Peter Licalzi

  
	
   

  	
   

  	
  Telephone:

  	
  713-216-8869

  
	
   

  	
   

  	
  Facsimile No.:

  	
  713-216-4117

  
							



 


And in connection with business-related matters, with a copy to:


 


JPMorgan Chase Bank


 


42

















 


	
  Global Oil & Gas Group

  	
   

  	
   

  
	
  600 Travis, 20th Floor

  	
   

  	
   

  
	
  Houston, Texas 77002

  
	
  Attention:

  	
  Robert C. Mertensotto

  
	
  Telephone:

  	
  713-216-4147

  
	
  Facsimile No.:

  	
  713-216-8870

  
				



 


 


(c)                                  if
to the Syndication Agent, any Co-Documentation Agent or any other Lender, to it
at its address (or telecopy number) provided to the Agent and the Borrower or
as set forth in its Administrative Questionnaire.


 


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


 


SECTION 10.3                    Payment
of Costs, Expenses and Taxes.  The
Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses
of (i) the Agent (including, without limitation, the reasonable fees and
out-of-pocket expenses of Mayer, Brown, Rowe & Maw) in connection with the
preparation, negotiation, execution, delivery, syndication and administration
of this Agreement and of each other Loan Document, including schedules and
exhibits, and any amendments, waivers, consents, supplements or other
modification to this Agreement or any other Loan Document and (ii) the
Agent and the Lenders in connection with the enforcement by the Lenders or the
Agent of, or the protection of rights under, this Agreement and each other Loan
Document.  The Agent, the other Agents,
the Arranger and each Lender agree to the extent feasible, and to the extent a
conflict of interest does not exist in the reasonable opinion of the Agent, the
other Agents, the Arranger or any Lender, to use one law firm in each
jurisdiction in connection with the foregoing, to the extent they seek
reimbursement for the expenses thereof from the Borrower.  Each Lender agrees to reimburse the Agent on
demand for such Lender’s pro rata share (based upon its respective
Percentage) of any such costs or expenses not paid by the Borrower.  In addition, the Borrower agrees to pay, and
to save the Agent, the other Agents, the Arranger, and the Lenders harmless
from all liability for, any stamp or other taxes which may be payable in
connection with the execution or delivery of this Agreement, the Borrowings
hereunder, or of any other instruments or documents provided for herein or delivered
or to be delivered hereunder or in connection herewith.


 


SECTION 10.4                    Indemnification.  In consideration of the execution and
delivery of this Agreement by each Lender and the extension of the Commitments,
the Borrower hereby indemnifies, exonerates and holds each Agent, the Arranger
and each Lender and each of their respective officers, directors, employees and
agents (collectively, the “Indemnified Parties”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE
INDEMNIFIED PARTIES, free and harmless from and against any and all
actions, causes of action, suits, losses, costs, liabilities and damages, and
expenses incurred in connection therewith (irrespective of whether any such
Indemnified Party is a party to the action for which indemnification hereunder
is sought), including reasonable attorneys’ fees and disbursements
(collectively, the “Indemnified Liabilities”), incurred by the
Indemnified Parties or any of them as a result of, or arising out of, or
relating to  any transaction financed or to be financed in whole or in
part, directly or indirectly, with the proceeds of any Loan;  the entering
into and performance of this


 


43

















 


Agreement and any other Loan
Document by any of the Indemnified Parties; any investigation, litigation or
proceeding related to any acquisition or proposed acquisition by the Borrower
or any of its Restricted Subsidiaries of all or any portion of the stock or
assets of any Person, whether or not such Agent, the Arranger or such Lender is
party thereto; any investigation, litigation or proceeding related to any
environmental cleanup, audit, compliance or other matter relating to the
protection of the environment or the Release by the Borrower or any of its
Restricted Subsidiaries of any Hazardous Material; or  the presence on or
under, or the escape, seepage, leakage, spillage, discharge, emission,
discharging or releases from, any real property owned or operated by the
Borrower or any Subsidiary thereof of any Hazardous Material (including any
losses, liabilities, damages, injuries, costs, expenses or claims asserted or
arising under any Environmental Law), regardless of whether caused by, or
within the control of, the Borrower or such Subsidiary, except for any such
Indemnified Liabilities which are determined by a court of competent
jurisdiction in a final proceeding to have resulted solely from the relevant
Indemnified Party’s gross negligence or willful misconduct.  If and to the extent that the foregoing
undertaking may be unenforceable for any reason, the Borrower hereby agrees to
make the maximum contribution to the payment and satisfaction of each of the
Indemnified Liabilities which is permissible under applicable law.


 


SECTION 10.5                    Survival.  The obligations of the Borrower under Sections
4.3, 4.4, 4.5, 4.6, 10.3 and 10.4, and
the obligations of the Lenders under Section 9.1, shall in each case
survive any termination of this Agreement, the payment in full of all
Obligations and the termination of all Commitments.


 


SECTION 10.6                    Severability.  Any provision of this Agreement or any other
Loan Document which is prohibited or unenforceable in any jurisdiction shall,
as to such provision and such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions of this Agreement or such Loan Document or affecting the validity or
enforceability of such provision in any other jurisdiction.


 


SECTION 10.7                    Headings.  The various headings of this Agreement and
of each other Loan Document are inserted for convenience only and shall not
affect the meaning or interpretation of this Agreement or such other Loan
Document or any provisions hereof or thereof.


 


SECTION 10.8                    Governing
Law; Entire Agreement.  THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL EACH
BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF TEXAS, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS.  This Agreement and the other Loan Documents
constitute the entire understanding among the parties hereto with respect to
the subject matter hereof and supersede any prior agreements, written or oral,
with respect thereto.


 


SECTION 10.9                    Successors
and Assigns.  This Agreement shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns; provided, however, that:
(a) the Borrower may not assign or transfer its rights or obligations
hereunder without the prior written consent of the Agent and all Lenders; and
(b) the rights of sale, assignment and transfer of the Lenders are subject
to Section 10.10.


 


44

















 


SECTION 10.10              Sale
and Transfer of Loans and Commitments; Participations in Loans and Commitments.  Each Lender may assign, or sell
participations in, its Loans and Commitments to one or more other Persons in
accordance with this Section.


 


SECTION
10.10.1                                                     Assignments.  Any Lender (a) with the written
consents of the Borrower (provided that the consent of the Borrower shall not
be required if an Event of Default has occurred and is continuing) and the
Agent (which consents of the Borrower, if applicable, and the Agent shall not
be unreasonably delayed or withheld), may at any time assign and delegate to
one or more commercial banks or other financial institutions, and (b) with
notice to the Borrower and the Agent, but without the consent of the Borrower
or the Agent, may assign and delegate to any of its Affiliates or to any other
Lender or Lender Affiliate (each Person described in either of the foregoing
clauses as being the Person to whom such assignment and delegation is to be
made, being hereinafter referred to as an “Assignee Lender”), all or any
fraction of such Lender’s total Loans and Commitments (which assignment and
delegation shall be of a constant, and not a varying, percentage of all the
assigning Lender’s Loans and Commitments and which shall be of equal pro
rata shares of the Facility) in a minimum aggregate amount of
$10,000,000; provided, however, that any such Assignee Lender
will comply, if applicable, with the provisions contained in the last sentence
of Section 4.6 and further, provided, however,
that, the Borrower and the Agent shall be entitled to continue to deal solely
and directly with such Lender in connection with the interests so assigned and
delegated to an Assignee Lender until (i) written notice of such
assignment and delegation, together with payment instructions, addresses and
related information with respect to such Assignee Lender, shall have been given
to the Borrower and the Agent by such Lender and such Assignee Lender,
(ii) such Assignee Lender shall have executed and delivered to the
Borrower and the Agent a Lender Assignment Agreement, accepted by the Agent,
(iii) such Assignee Lender shall have delivered to the Agent an Administrative
Questionnaire, and (iii) the processing fees described below shall have
been paid.


 


From and after
the date that the Agent accepts such Lender Assignment Agreement, (x) the
Assignee Lender thereunder shall be deemed automatically to have become a party
hereto and to the extent that rights and obligations hereunder have been
assigned and delegated to such Assignee Lender in connection with such Lender
Assignment Agreement, shall have the rights and obligations of a Lender
hereunder and under the other Loan Documents, and (y) the assignor Lender, to
the extent that rights and obligations hereunder have been assigned and
delegated by it in connection with such Lender Assignment Agreement, shall be
released from its obligations hereunder and under the other Loan
Documents.  Accrued interest on that
part of the predecessor Loans and Commitments, and accrued fees, shall be paid
as provided in the Lender Assignment Agreement.  Accrued interest on that part of the predecessor Loans and
Commitments shall be paid to the assignor Lender.  Accrued interest and accrued fees shall be paid at the same time
or times provided in this Agreement. 
Such assignor Lender or such Assignee Lender must also pay a processing
fee to the Agent upon delivery of any Lender Assignment Agreement in the amount
of $3,500.  Any attempted assignment and
delegation not made in accordance with this Section shall be null and void.


 


SECTION
10.10.2                                                     Participations.  Any Lender may at any time sell to one or more
commercial banks or other Persons (each of such commercial banks and other
Persons being herein called a “Participant”) participating interests in
any of the Loans, Commitments or other


 


45

















 


interests of such Lender
hereunder; provided, however, that (a) no participation
contemplated in this Section 10.10 shall relieve such Lender from
its Commitments or its other obligations hereunder or under any other Loan
Document, (b) such Lender shall remain solely responsible for the
performance of its Commitments and such other obligations, (c) 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 this
Agreement and each of the other Loan Documents, (d) no Participant, unless
such Participant is an Affiliate of such Lender, or is itself a Lender, shall
be entitled to require such Lender to take or refrain from taking any action
hereunder or under any other Loan Document, except that such Lender may agree
with any Participant that such Lender will not, without such Participant’s
consent, take any actions of the type described in clause (b) or (c)
of Section 10.1, and (e) the Borrower shall not be required to pay
any amount under Section 4.6 that is greater than the amount which it
would have been required to pay had no participating interest been sold.  The Borrower acknowledges and agrees that
each Participant, for purposes of Sections 4.3, 4.4, 4.5, 4.6,
4.7, 4.8, 4.9 and 10.4, shall be considered a
Lender; provided that this sentence shall not obligate the Borrower to pay more
under such Sections that it would be obligated to pay had no such participation
been granted.


 


SECTION
10.10.3                                                     Pledge
by Lender.  Any Lender may at any
time pledge or assign a security interest in all or any portion of its rights
under this Agreement to secure obligations of such Lender, including any pledge
or assignment to secure obligations to a Federal Reserve Bank, and this Section
shall not apply to any such pledge or assignment of a security interest; provided
that no such pledge or assignment of a security interest shall release a Lender
from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.


 


SECTION 10.11              Other
Transactions.  Nothing contained
herein shall preclude the Agent or any other Lender from engaging in any
transaction, in addition to those contemplated by this Agreement or any other
Loan Document, with the Borrower or any of its Affiliates in which the Borrower
or such Affiliate is not restricted hereby from engaging with any other Person.


 


SECTION 10.12              Confidentiality.  Each of the Agents and the Lenders agrees to
maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates’ directors,
officers, employees and agents, including accountants, legal counsel and other
advisors (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of such Information and instructed
to keep such Information confidential), (b) to the extent requested by any
regulatory authority, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies
hereunder or any suit, action or proceeding relating to this Agreement or any
other Loan Document or the enforcement of rights hereunder or thereunder, (f)
subject to an agreement containing provisions substantially the same as those
of this Section, to (i) any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights or obligations under this
Agreement or (ii) any actual or prospective counterparty (or its advisors) to
any Hedging Agreement, (g) with the consent of Borrower or (h) to the extent
such Information (i) becomes publicly available other than as a result of
a breach of this Section by any Person or (ii) becomes available to any
Agent or any Lender on a nonconfidential basis from a source other


 


46

















 


than Borrower or any of its
Affiliates.  For the purposes of this
Section, “Information” means all information received from Borrower or
its Affiliate relating to Borrower and its Subsidiaries or their business,
other than any such information that is available to any Agent or any Lender on
a nonconfidential basis prior to disclosure by Borrower or any of its
Affiliates.  Any Person required to
maintain the confidentiality of Information as provided in this Section shall
be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.


 


SECTION 10.13              Forum
Selection and Consent to Jurisdiction. 
ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF THE AGENT, THE LENDERS OR THE BORROWER SHALL
BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF TEXAS OR IN
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS; PROVIDED,
HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR
OTHER PROPERTY MAY BE BROUGHT, AT THE AGENT’S OPTION, IN THE COURTS OF ANY
JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  THE BORROWER, THE AGENT, AND EACH LENDER
HEREBY EXPRESSLY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURTS OF
THE STATE OF TEXAS AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF TEXAS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND
IRREVOCABLY AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH SUCH LITIGATION.  THE BORROWER, THE
AGENT, AND EACH LENDER FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS BY
REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE
STATE OF TEXAS.  THE BORROWER, THE
AGENT, AND EACH LENDER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE
TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.  TO THE EXTENT THAT
THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY
COURT OF FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT
PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO
ITSELF OR ITS PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN
RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.


 


SECTION 10.14              Waiver of Jury
Trial.  THE AGENT, THE LENDERS AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF


 


47

















 


ANY LITIGATION BASED HEREON, OR ARISING OUT
OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR
ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN)
OR ACTIONS OF THE AGENT, THE LENDERS OR THE BORROWER.  THE BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL
AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF
EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE AGENT AND THE LENDERS ENTERING INTO THIS AGREEMENT
AND EACH SUCH OTHER LOAN DOCUMENT.


 


SECTION 10.15              NO
ORAL AGREEMENTS.  THIS WRITTEN
AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


 


[SIGNATURES BEGIN ON FOLLOWING PAGE]


 


48

















 


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


 


	
   

  	
  NOBLE
  ENERGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


S-1

















 


	
   

  	
  JPMORGAN
  CHASE BANK, individually as a

  Lender and as the Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


S-2

















 


	
   

  	
  WACHOVIA
  BANK, NATIONAL

  ASSOCIATION, individually as a Lender and as

  the Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


S-3

















 


	
   

  	
  SOCIÉTÉ
  GÉNÉRALE, individually as a Lender

  and as a Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


S-4

















 


	
   

  	
  CITIBANK,
  N.A., individually as a Lender and as a

  Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


S-5

















 


	
   

  	
  DEUTSCHE
  BANK AG NEW YORK BRANCH,

  individually as a Lender and as a Co-

  Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


S-6

















 


	
   

  	
  THE ROYAL
  BANK OF SCOTLAND PLC,

  individually as a Lender and as a Co-

  Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


S-7

















 


	
   

  	
  BNP PARIBAS,
  individually as a Lender and as a

  Co-Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


S-8

















 


	
   

  	
  CREDIT
  LYONNAIS, NEW YORK BRANCH,

  individually as a Lender and as a Co-Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


S-9

















 


	
   

  	
  THE BANK OF
  NEW YORK, individually as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


S-10

















 


	
   

  	
  DEN NORSKE
  BANK ASA, individually as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


S-11

















 


	
   

  	
  KBC BANK,
  N.V., individually as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


S-12

















 


	
   

  	
  COMPASS
  BANK, individually as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


S-13

















 


SCHEDULE I


 


DISCLOSURE SCHEDULE


 


ITEM 5.1.5                                      Material
Adverse Change.  None.


 


ITEM 6.5                                               Financial
Information.  None.


 


ITEM 6.7                                               Litigation.  None.


 


ITEM 6.10                                         Employee
Benefit Plans. Noble Energy, Inc. and Samedan Oil Corporation provide
subsidized health care and life insurance benefits to their early retirees
(retirees who have completed at least twenty years of service or retirees who
have attained age 55 and completed at least five years of service) for the
period of their retirement prior to attaining age 65.


 


1

















 


SCHEDULE II


 


SCHEDULE OF COMMITMENTS


 




	
  NAME OF
  LENDER

  	
   

  	
  COMMITMENTS

  	
   

  
	
  JPMorgan Chase Bank

  	
   

  	
  $

  	
  27,065,000.00

  	
   

  
	
  Wachovia Bank, National Association

  	
   

  	
  $

  	
  27,065,000.00

  	
   

  
	
  Citibank, N.A.

  	
   

  	
  $

  	
  22,500,000.00

  	
   

  
	
  Société Générale

  	
   

  	
  $

  	
  20,000,000.00

  	
   

  
	
  Deutsche Bank AG New York Branch

  	
   

  	
  $

  	
  20,000,000.00

  	
   

  
	
  The Royal Bank of Scotland plc

  	
   

  	
  $

  	
  20,000,000.00

  	
   

  
	
  BNP Paribas

  	
   

  	
  $

  	
  17,500,000.00

  	
   

  
	
  Credit Lyonnais, New York Branch

  	
   

  	
  $

  	
  17,500,000.00

  	
   

  
	
  The Bank of New York

  	
   

  	
  $

  	
  10,000,000.00

  	
   

  
	
  Den Norske Bank ASA

  	
   

  	
  $

  	
  10,000,000.00

  	
   

  
	
  KBC Bank, N.V.

  	
   

  	
  $

  	
  6,700,000.00

  	
   

  
	
  Compass Bank

  	
   

  	
  $

  	
  1,670,000.00

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  200,000,000

  	
   

  






 


1

















 


SCHEDULE
6.8


 


SUBSIDIARIES


 


	
  Name

  	
   

  	
  State or

  Jurisdiction of

  Organization

  	
   

  	
  Ownership %

  	
   

  	
  Restricted/

  Unrestricted

  Subsidiary

  
	
  Noble Gas Marketing, Inc.

  	
   

  	
  Delaware

  	
   

  	
  100% owned by Noble Energy, Inc.

  	
   

  	
  Unrestricted

  
	
  Noble Gas Pipeline, Inc.

  	
   

  	
  Delaware

  	
   

  	
  100% owned by Noble Gas Marketing, Inc.

  	
   

  	
  Unrestricted

  
	
  Noble Trading, Inc.

  	
   

  	
  Delaware

  	
   

  	
  100% owned by Noble Energy, Inc.

  	
   

  	
  Unrestricted

  
	
  NPM, Inc.

  	
   

  	
  Delaware

  	
   

  	
  100% owned by Noble Energy, Inc.

  	
   

  	
  Restricted

  
	
  Samedan Oil Corporation

  	
   

  	
  Delaware

  	
   

  	
  100% owned by Noble Energy, Inc.

  	
   

  	
  Restricted

  
	
  Samedan Oil of Canada, Inc.

  	
   

  	
  Delaware

  	
   

  	
  100% owned by Samedan Oil Corporation

  	
   

  	
  Restricted

  
	
  Samedan North Sea, Inc.

  	
   

  	
  Delaware

  	
   

  	
  100% owned by Samedan Oil Corporation

  	
   

  	
  Restricted

  
	
  Samedan Oil of Indonesia, Inc.

  	
   

  	
  Delaware

  	
   

  	
  100% owned by Samedan Oil Corporation

  	
   

  	
  Restricted

  
	
  Samedan Pipe Line Corporation

  	
   

  	
  Delaware

  	
   

  	
  100% owned by Samedan Oil Corporation

  	
   

  	
  Restricted

  
	
  Samedan Royalty Corporation

  	
   

  	
  Delaware

  	
   

  	
  100% owned by Samedan Oil Corporation

  	
   

  	
  Restricted

  
	
  Comin 1989 Partnership

  	
   

  	
  Oklahoma

  	
   

  	
  52.267% general partnership interest owned by Samedan Royalty
  Corporation

  	
   

  	
  Restricted

  
	
  Samedan of Tunisia, Inc.

  	
   

  	
  Delaware

  	
   

  	
  100% owned by Samedan Oil Corporation

  	
   

  	
  Restricted

  
	
  Samedan, Mediterranean Sea, Inc.

  	
   

  	
  Delaware

  	
   

  	
  100% owned by Samedan Oil Corporation

  	
   

  	
  Unrestricted

  
	
  Samedan of North Africa, Inc.

  	
   

  	
  Delaware

  	
   

  	
  100% owned by Samedan Oil Corporation

  	
   

  	
  Unrestricted

  
	
  Samedan Vietnam Limited

  	
   

  	
  Cayman Islands

  	
   

  	
  100% owned by Samedan of North Africa, Inc.

  	
   

  	
  Unrestricted

  
	
  EDC Ireland

  	
   

  	
  Cayman Islands

  	
   

  	
  100% owned by Samedan of North Africa, Inc.

  	
   

  	
  Unrestricted

  



 


1

















 


	
  Name

  	
   

  	
  State or

  Jurisdiction of

  Organization

  	
   

  	
  Ownership %

  	
   

  	
  Restricted/

  Unrestricted

  Subsidiary

  
	
  Samedan
  International

  	
   

  	
  Cayman Islands

  	
   

  	
  100% owned
  by Samedan of North Africa, Inc.

  	
   

  	
  Unrestricted

  
	
  Machalapower Cia. Lpda.

  	
   

  	
  Cayman Islands

  	
   

  	
  100% owned by Samedan International

  	
   

  	
  Unrestricted

  
	
  Samedan, Mediterranean Sea

  	
   

  	
  Cayman Islands

  	
   

  	
  100% owned by Samedan International

  	
   

  	
  Unrestricted

  
	
  Samedan Transfer Sub

  	
   

  	
  Cayman Islands

  	
   

  	
  100% owned by Samedan International

  	
   

  	
  Unrestricted

  
	
  Temin 1987 Partnership

  	
   

  	
  Oklahoma

  	
   

  	
  50.35% general partnership interest owned by Samedan Oil Corporation
  and 5.263% general partnership interest owned by Samedan Royalty Corporation

  	
   

  	
  Restricted

  
	
  Energy Development Corporation (Argentina), Inc.

  	
   

  	
  Delaware

  	
   

  	
  100% owned by Samedan Oil Corporation

  	
   

  	
  Unrestricted

  
	
  Energy Development Corporation (China), Inc.

  	
   

  	
  Delaware

  	
   

  	
  100% owned by Samedan Oil Corporation

  	
   

  	
  Unrestricted

  
	
  Energy Development Corporation (HIPS), Inc.

  	
   

  	
  Delaware

  	
   

  	
  100% owned by Samedan Oil Corporation

  	
   

  	
  Restricted

  
	
  EDC Ecuador Ltd.

  	
   

  	
  Delaware

  	
   

  	
  100% owned by Samedan Oil Corporation

  	
   

  	
  Unrestricted

  
	
  EDC Ecuador Limited

  	
   

  	
  Cayman Islands

  	
   

  	
  100% owned by EDC Ecuador Ltd.

  	
   

  	
  Unrestricted

  
	
  EDC Australia Ltd.

  	
   

  	
  Delaware

  	
   

  	
  100% owned by Samedan Oil Corporation

  	
   

  	
  Restricted

  



 


2

















 


	
  Name

  	
   

  	
  State or

  Jurisdiction of

  Organization

  	
   

  	
  Ownership %

  	
   

  	
  Restricted/

  Unrestricted

  Subsidiary

  
	
  EDC Portugal Ltd.

  	
   

  	
  Delaware

  	
   

  	
  100% owned by Samedan Oil Corporation

  	
   

  	
  Restricted

  
	
  Gasdel Pipeline System Incorporated

  	
   

  	
  New Jersey

  	
   

  	
  100% owned by Samedan Oil Corporation

  	
   

  	
  Restricted

  
	
  Producers Service, Inc.

  	
   

  	
  New Jersey

  	
   

  	
  100% owned by Samedan Oil Corporation

  	
   

  	
  Restricted

  
	
  HGC, Inc.

  	
   

  	
  Delaware

  	
   

  	
  100% owned by Samedan Oil Corporation

  	
   

  	
  Restricted

  
	
  EDC (UK) Limited

  	
   

  	
  Delaware

  	
   

  	
  100% owned by Samedan Oil Corporation

  	
   

  	
  Restricted

  
	
  EDC Denmark, Inc.

  	
   

  	
  Delaware

  	
   

  	
  100% owned by EDC (UK) Limited

  	
   

  	
  Restricted

  
	
  EDC (Europe) Limited

  	
   

  	
  England

  	
   

  	
  100% owned by EDC Denmark, Inc.

  	
   

  	
  Restricted

  
	
  EDC (ISE) Limited

  	
   

  	
  Scotland

  	
   

  	
  100% owned by EDC (Europe) Limited

  	
   

  	
  Restricted

  
	
  EDC (Oilex) Limited

  	
   

  	
  England

  	
   

  	
  100% owned by EDC (Europe) Limited

  	
   

  	
  Restricted

  
	
  Brabant Oil Limited

  	
   

  	
  England

  	
   

  	
  100% owned by EDC (Europe) Limited

  	
   

  	
  Restricted

  
	
  LaTex Resources Inc.

  	
   

  	
  Colorado

  	
   

  	
  100% owned by Noble Energy, Inc.

  	
   

  	
  Unrestricted

  



 


3

















 


SCHEDULE
7.2


 


EXISTING LIENS


 


NONE


 


1

















 


EXHIBIT 2.5


 


BORROWING REQUEST


 


	
  JPMorgan Chase Bank, as Administrative Agent

  	
   

  
	
  Agency Services

  	
   

  
	
  One Chase Manhattan Plaza, 8th Floor

  	
   

  
	
  New York, NY 10081

  	
   

  
	
  Attention:

  	
  Muniram Appanna

  
	
  Telephone No.:

  	
  (212) 552-7943

  
	
  Facsimile No.:

  	
  (212) 552-3295

  
			



 


	
  JPMorgan Chase Bank, as Administrative
  Agent

  	
   

  
	
  Global Oil & Gas Group

  	
   

  
	
  600 Travis, 20th Floor

  	
   

  
	
  Houston, Texas 77002

  	
   

  
	
  Attention:

  	
  Peter Licalzi

  
	
  Telephone:

  	
  713-216-8869

  
	
  Facsimile:

  	
  713-216-4117

  
			



 


NOBLE
ENERGY, INC.


 


Gentlemen and Ladies:


 


This Borrowing Request is delivered to you pursuant to
Section 2.5 of the 364-Day Credit Agreement, dated as of November 27,
2002 (as may be amended, supplemented, restated or otherwise modified from time
to time, the “Credit Agreement”), among Noble Energy, Inc., a Delaware
corporation (the “Borrower”), JPMorgan Chase Bank, as administrative
agent (in such capacity, together with any successor(s) thereto in such
capacity, the “Agent”), Wachovia Bank, National Association,  as
syndication agent, Société Générale, Citibank, N.A., Deutsche Bank AG New York
Branch, and The Royal Bank of Scotland plc, as co-documentation agents, and
certain commercial lending institutions as are or may become Lenders
thereunder.  Unless otherwise defined
herein or the context otherwise requires, terms used herein have the meanings
provided in the Credit Agreement.


 


The Borrower hereby requests that a [Revolving] [Term]
Loan be made in the aggregate principal amount of
$                    on
              ,
             
as a [Eurodollar Loan having an Interest Period of
             
months] [Base Rate Loan].


 


The Borrower hereby acknowledges that, pursuant to Section
5.2.2 of the Credit Agreement, each of the delivery of this Borrowing
Request and the acceptance by the Borrower of the proceeds of the Loans
requested hereby constitute a representation and warranty by the Borrower that,
on the date of such Loans, and before and after giving effect thereto and to
the


 


1

















 


application of the proceeds
therefrom, all statements set forth in Section 5.2.1 are true and
correct in all material respects.


 


The Borrower agrees that if prior to the time of the
Borrowing requested hereby any matter certified to herein by it will not be
true and correct at such time as if then made, it will immediately so notify
the Agent.  Except to the extent, if
any, that prior to the time of the Borrowing requested hereby the Agent shall
receive written notice to the contrary from the Borrower, each matter certified
to herein shall be deemed once again to be certified as true and correct at the
date of such Borrowing as if then made.


 


Please wire transfer the proceeds of the Borrowing to
the accounts of the following persons at the financial institutions indicated
respectively:


 


	
  Amount to
  be

  	
   

  	
  Person to be Paid

  	
   

  	
  Name, Address, etc.

  
	
  Transferred

  	
   

  	
  Name

  	
   

  	
  Account No.

  	
   

  	
  of Transferee Lender

  
	
  $

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
                                                          

                                                          

  Attention:                                        

  
	
  $

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
                                                          

                                                          

  Attention:                                        

  
	
  Balance of such proceeds

  	
   

  	
  The Borrower

  	
   

  	
   

  	
   

  	
                                                          

                                                          

  Attention:                                        

  



 


The Borrower has caused this Borrowing Request to be
executed and delivered, and the certification and warranties contained herein
to be made, by its duly Authorized Officer this
              
day of
                       ,
200  .


 


	
   

  	
  NOBLE ENERGY, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  	
   

  
				



 


2

















 


EXHIBIT 2.6




CONTINUATION/CONVERSION NOTICE


 


	
  JPMorgan Chase Bank, as Administrative Agent

  	
   

  	
   

  
	
  Agency Services

  	
   

  	
   

  
	
  One Chase Manhattan Plaza, 8th Floor

  	
   

  	
   

  
	
  New York, NY 10081

  
	
  Attention:

  	
  Muniram Appanna

  
	
  Telephone No.:

  	
  (212) 552-7943

  
	
  Facsimile No.:

  	
  (212) 552-3295

  
	
   

  	
   

  
	
  JPMorgan Chase Bank, as Administrative
  Agent

  	
   

  
	
  Global Oil & Gas Group

  	
   

  
	
  600 Travis, 20th Floor

  	
   

  
	
  Houston, Texas 77002

  	
   

  
	
  Attention:

  	
  Peter Licalzi

  
	
  Telephone:

  	
  713-216-8869

  
	
  Facsimile:

  	
  713-216-4117

  
					



 


NOBLE
ENERGY, INC.


 


Gentlemen and Ladies:


This Continuation/Conversion Notice is delivered to
you pursuant to Section 2.6 of the 364-Day Credit Agreement, dated as of
November 27, 2002 (as may be amended, supplemented, restated or otherwise
modified from time to time, the “Credit Agreement”), among Noble Energy,
Inc., a Delaware corporation (the “Borrower”), JPMorgan Chase Bank, as
administrative agent (in such capacity, together with any successor(s) thereto
in such capacity, the “Agent”), Wachovia Bank, National Association,  as
syndication agent, Société Générale, Citibank, N.A., Deutsche Bank AG New York
Branch, and The Royal Bank of Scotland plc, as co-documentation agents, and
certain commercial lending institutions as are or may become Lenders
thereunder.  Unless otherwise defined
herein or the context otherwise requires, terms used herein have the meanings
provided in the Credit Agreement.


 


The Borrower hereby requests that on
                                  ,
200  ,


 


(1)                                  $                      
of the presently outstanding principal amount of the [Revolving] [Term] Loans
originally made on                  ,
200   [and
$                  
of the presently outstanding principal amount of the [Revolving] [Term] Loans
originally made on
                   ,
200  ],


 


(2)                                  and
all presently being maintained as [Base Rate Loans] [Eurodollar Loans] [Term
Loans],


 


1

















 


(3)                                  be
[converted into] [continued as],


 


(4)                                  [Eurodollar
Loans having an Interest Period of
                
months] [Base Rate Loans].


 


The Borrower hereby:


 


(a)                                  certifies
and warrants that no Default or Event of Default has occurred and is
continuing; and


 


(b)                                 agrees
that if prior to the time of such continuation or conversion any matter
certified to herein by it will not be true and correct at such time as if then
made, it will immediately so notify the Agent.


 


Except to the extent, if any, that prior to the time of the continuation
or conversion requested hereby the Agent shall receive written notice to the
contrary from the Borrower, each matter certified to herein shall be deemed to
be certified at the date of such continuation or conversion as if then made.


 


The Borrower has caused this Continuation/Conversion
Notice to be executed and delivered, and the certification and warranties
contained herein to be made, by its Authorized Officer this
          day of
                ,
200   .


 


	
   

  	
  NOBLE ENERGY, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  	
   

  
				



 


2

















 


EXHIBIT
2.9


 


FORM OF LENDER CERTIFICATE


 


              ,
200    


 


To:                              JP
MORGAN CHASE BANK,


as Administrative Agent


 


Reference is made to that certain 364-Day Credit
Agreement, dated as of November 27, 2002 (as may be amended, supplemented,
restated or otherwise modified from time to time, the “Credit Agreement”),
among Noble Energy, Inc., a Delaware corporation (the “Borrower”),
JPMorgan Chase Bank, as administrative agent (in such capacity, together with
any successor(s) thereto in such capacity, the “Agent”), Wachovia Bank,
National Association,  as syndication agent, Société Générale,
Citibank, N.A., Deutsche Bank AG New York Branch, and The Royal Bank of
Scotland plc, as co-documentation agents, and certain commercial lending
institutions as are or may become Lenders thereunder.  Unless otherwise defined herein or the context otherwise
requires, terms used herein have the meanings provided in the Credit Agreement.


 


[Language for Existing Lender]


 


[                                            Please
be advised that the undersigned has agreed to increase its Commitment under the
Credit Agreement effective
               ,
200    from $                      
to
$                      
and (b) that it shall continue to be a party in all respect to the Credit
Agreement and the other Loan Documents.]


 


[Language for New Lender]


 


[                                            Please
be advised that the undersigned has agreed (a) to become a Lender under the
Credit Agreement effective
                      ,
200    with a Commitment of
$                      
and (b) that it shall be deemed to be a party in all respect to the Credit
Agreement and the other Loan Documents.]


 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  	
   

  
				



 


1

















 


	
  Accepted and Agreed:

  
	
   

  
	
  JPMORGAN CHASE BANK,

  as Administrative Agent

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
  Accepted and Agreed:

  
	
   

  
	
  NOBLE ENERGY, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


2

















 


EXHIBIT 5.1.3


 


[Opinion of Counsel to the Borrower]


 


1

















 


EXHIBIT 10.10


 


LENDER ASSIGNMENT AGREEMENT


 


	
  To:

  	
  Noble Energy,
  Inc.,

  
	
   

  	
  as the Borrower

  
	
   

  	
   

  
	
  To:

  	
  JPMorgan Chase
  Bank,

  
	
   

  	
  as
  Administrative Agent

  



 


NOBLE
ENERGY, INC.


 


Gentlemen and
Ladies:


 


We refer to Section 10.10.1 of the 364-Day
Credit Agreement, dated as of November 27, 2002 (as may be amended,
supplemented, restated or otherwise modified from time to time, the “Credit
Agreement”), among Noble Energy, Inc., a Delaware corporation (the “Borrower”),
JPMorgan Chase Bank, as administrative agent (in such capacity, together with
any successor(s) thereto in such capacity, the “Agent”), Wachovia Bank,
National Association,  as syndication agent, Société Générale,
Citibank, N.A., Deutsche Bank AG New York Branch, and The Royal Bank of
Scotland plc, as co-documentation agents, and certain commercial lending
institutions as are or may become Lenders thereunder.  Unless otherwise defined herein or the context otherwise requires,
terms used herein have the meanings provided in the Credit Agreement.


 


This agreement is delivered to you pursuant to Section
10.10.1 of the Credit Agreement and also constitutes notice to each of
you, pursuant to Section 10.10.1 of the Credit Agreement, of the
assignment and delegation to
                                  
(the “Assignee”) of      % of the Loans and
Commitments of
                     
(the “Assignor”) outstanding under the Credit Agreement on the date
hereof.  After giving effect to the
foregoing assignment and delegation, the Assignor’s and the Assignee’s
Percentages for the purposes of the Credit Agreement are set forth opposite
such Person’s name on the signature pages hereof.


 


[Add paragraph dealing with accrued interest and fees
with respect to Loans assigned, if applicable.]


 


The Assignee hereby acknowledges and confirms that it
has received a copy of the Credit Agreement and the exhibits related thereto,
together with copies of the documents which were required to be delivered under
the Credit Agreement as a condition to the making of the Loans thereunder.  The Assignee further confirms and agrees
that in becoming a Lender and in making its Commitments and Loans under the
Credit Agreement, such actions have and will be made without recourse to, or
representation or warranty by the Agent.


 


Except as otherwise provided in the Credit Agreement,
effective as of the date of acceptance hereof by the Agent


 


(a)                                  the Assignee (i) shall be deemed automatically to have become a party
to the Credit Agreement, have all the rights and obligations of a “Lender”
under the Credit Agreement and the other Loan Documents as if it were an
original signatory thereto to the extent specified in 


 


1

















 


the second paragraph hereof; and
(ii) agrees to be bound by the terms and conditions set forth in the
Credit Agreement and the other Loan Documents as if it were an original
signatory thereto; and


 


(b)                                 the Assignor shall be
released from its obligations under the Credit Agreement and the other Loan
Documents to the extent specified in the second paragraph hereof.


 


The Assignor and the Assignee hereby agree that the
[Assignor] [Assignee] will pay to the Agent the processing fee referred to in Section
10.10.1 of the Credit Agreement upon the delivery hereof.


 


The Assignee hereby advises each of you of the
following administrative details with respect to the assigned Loans and  Commitments and requests the Agent to
acknowledge receipt of this document:


 


	
  (A)

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
   

  	
  Institution
  Name:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Domestic
  Office:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telex
  (Answerback):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LIBOR
  Office:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telex
  (Answerback):

  
	
   

  	
   

  
	
  (B)

  	
  Payment Instructions:

  



 


The Assignee agrees to furnish to the Agent (i) the
tax form required by Section 4.6 (if so required) of the Credit
Agreement no later than the date of acceptance hereof by the Agent and (ii) if the Assignee is not already a
Lender under the Credit Agreement, an Administrative Questionnaire in the form
supplied by the Agent, duly completed by the Assignee.


 


This Agreement may be executed by the Assignor and
Assignee in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.


 


2

















 


	
  Adjusted Percentage

  	
  [ASSIGNOR]

  	
   

  
	
   

  	
   

  	
   

  
	
  Commitment

  and

  Loans:        %

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  Percentage

  	
  [ASSIGNEE]

  	
   

  
	
   

  	
   

  	
   

  
	
  Commitment

  and

  Loans:        %

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted and Acknowledged

  this          day of
                 ,
  200   ,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JPMORGAN CHASE BANK,

  as Administrative Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
						



 


3

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
  DEFINITIONS AND ACCOUNTING TERMS

  
	
   

  	
  SECTION
  1.1

  	
  Defined
  Terms

  
	
   

  	
  SECTION
  1.2

  	
  Use
  of Defined Terms

  
	
   

  	
  SECTION
  1.3

  	
  Cross-References

  
	
   

  	
  SECTION
  1.4

  	
  Accounting
  and Financial Determinations

  
	
  ARTICLE II

  	
  THE FACILITY AND BORROWING PROCEDURES

  
	
   

  	
  SECTION
  2.1

  	
  Facility

  
	
   

  	
  SECTION
  2.2

  	
  [Intentionally
  Omitted]

  
	
   

  	
  SECTION
  2.3

  	
  Reduction
  of Commitment Amount

  
	
   

  	
  SECTION
  2.4

  	
  Base
  Rate Loans and Eurodollar Loans

  
	
   

  	
  SECTION
  2.5

  	
  Borrowing
  Procedures for Loans

  
	
   

  	
  SECTION
  2.6

  	
  Continuation
  and Conversion Elections

  
	
   

  	
  SECTION
  2.7

  	
  Funding

  
	
   

  	
  SECTION
  2.8

  	
  Repayment
  of Loans; Evidence of Debt

  
	
   

  	
  SECTION
  2.9

  	
  Addition
  of Lenders and Increase in Commitment Amount

  
	
  ARTICLE
  III

  	
  REPAYMENTS,
  PREPAYMENTS, INTEREST AND FEES

  
	
   

  	
  SECTION
  3.1

  	
  Repayments
  and Prepayments

  
	
   

  	
  SECTION
  3.2

  	
  Interest
  Provisions

  
	
   

  	
  SECTION
  3.3

  	
  Fees

  
	
  ARTICLE IV

  	
  CERTAIN EURODOLLAR AND OTHER PROVISIONS

  
	
   

  	
  SECTION
  4.1

  	
  Eurodollar
  Lending Unlawful

  
	
   

  	
  SECTION
  4.2

  	
  Deposits
  Unavailable or Eurodollar Interest Rate Unascertainable

  
	
   

  	
  SECTION
  4.3

  	
  Increased
  Eurodollar Borrowing Costs, etc

  
	
   

  	
  SECTION
  4.4

  	
  Funding
  Losses

  
	
   

  	
  SECTION
  4.5

  	
  Increased
  Capital Costs

  
	
   

  	
  SECTION
  4.6

  	
  Taxes

  
	
   

  	
  SECTION
  4.7

  	
  Special
  Fees in Respect of Reserve Requirements

  
	
   

  	
  SECTION
  4.8

  	
  Payments,
  Computations, etc

  
	
   

  	
  SECTION
  4.9

  	
  Sharing
  of Payments

  
				



 


i

















 


	
   

  	
  SECTION
  4.10

  	
  Replacement
  of Lender on Account of Increased Costs, Eurodollar Lending Unlawful, Reserve
  Requirements, Taxes, Certain Dissents, etc

  
	
   

  	
  SECTION
  4.11

  	
  Maximum
  Interest

  
	
  ARTICLE V

  	
  CONDITIONS

  
	
   

  	
  SECTION
  5.1

  	
  Effective
  Date

  
	
   

  	
  SECTION
  5.2

  	
  All
  Borrowings

  
	
  ARTICLE VI

  	
  REPRESENTATIONS AND WARRANTIES

  
	
   

  	
  SECTION
  6.1

  	
  Organization,
  etc

  
	
   

  	
  SECTION
  6.2

  	
  Due
  Authorization, Non-Contravention, etc

  
	
   

  	
  SECTION
  6.3

  	
  Government
  Approval, Regulation, etc

  
	
   

  	
  SECTION
  6.4

  	
  Validity,
  etc

  
	
   

  	
  SECTION
  6.5

  	
  Financial
  Information

  
	
   

  	
  SECTION
  6.6

  	
  No
  Material Adverse Change

  
	
   

  	
  SECTION
  6.7

  	
  Litigation,
  Labor Controversies, etc

  
	
   

  	
  SECTION
  6.8

  	
  Subsidiaries

  
	
   

  	
  SECTION
  6.9

  	
  Taxes

  
	
   

  	
  SECTION
  6.10

  	
  Pension
  and Welfare Plans

  
	
   

  	
  SECTION
  6.11

  	
  Environmental
  Warranties and Compliance

  
	
   

  	
  SECTION
  6.12

  	
  Regulation
  U

  
	
   

  	
  SECTION
  6.13

  	
  Accuracy
  of Information

  
	
   

  	
  SECTION
  6.14

  	
  Use
  of Proceeds

  
	
  ARTICLE
  VII

  	
  COVENANTS

  
	
   

  	
  SECTION
  7.1

  	
  Affirmative
  Covenants

  
	
   

  	
  SECTION
  7.2

  	
  Negative
  Covenants

  
	
  ARTICLE
  VIII

  	
  EVENTS
  OF DEFAULT

  
	
   

  	
  SECTION
  8.1

  	
  Listing
  of Events of Default

  
	
   

  	
  SECTION
  8.2

  	
  Action
  if Bankruptcy

  
	
   

  	
  SECTION
  8.3

  	
  Action
  if Other Event of Default

  
	
  ARTICLE IX

  	
  THE AGENTS

  
	
   

  	
  SECTION
  9.1

  	
  Actions

  
	
   

  	
  SECTION
  9.2

  	
  Funding
  Reliance, etc

  
				



 


ii

















 


	
   

  	
  SECTION
  9.3

  	
  Exculpation

  
	
   

  	
  SECTION
  9.4

  	
  Successor

  
	
   

  	
  SECTION
  9.5

  	
  Loans
  by the Agents

  
	
   

  	
  SECTION
  9.6

  	
  Credit
  Decisions

  
	
   

  	
  SECTION
  9.7

  	
  Copies,
  etc

  
	
  ARTICLE X

  	
  MISCELLANEOUS PROVISIONS

  
	
   

  	
  SECTION
  10.1

  	
  Waivers,
  Amendments, etc

  
	
   

  	
  SECTION
  10.2

  	
  Notices

  
	
   

  	
  SECTION
  10.3

  	
  Payment
  of Costs, Expenses and Taxes

  
	
   

  	
  SECTION
  10.4

  	
  Indemnification

  
	
   

  	
  SECTION
  10.5

  	
  Survival

  
	
   

  	
  SECTION
  10.6

  	
  Severability

  
	
   

  	
  SECTION
  10.7

  	
  Headings

  
	
   

  	
  SECTION
  10.8

  	
  Governing
  Law; Entire Agreement

  
	
   

  	
  SECTION
  10.9

  	
  Successors
  and Assigns

  
	
   

  	
  SECTION
  10.10

  	
  Sale
  and Transfer of Loans and Commitments; Participations in Loans and
  Commitments

  
	
   

  	
  SECTION
  10.11

  	
  Other
  Transactions

  
	
   

  	
  SECTION
  10.12

  	
  Confidentiality

  
	
   

  	
  SECTION
  10.13

  	
  Forum
  Selection and Consent to Jurisdiction

  
	
   

  	
  SECTION
  10.14

  	
  Waiver
  of Jury Trial

  
	
   

  	
  SECTION
  10.15

  	
  NO
  ORAL AGREEMENTS

  
				



 


iii

















 


SCHEDULES AND EXHIBITS


 


	
  SCHEDULE
  I

  	
  -

  	
  Disclosure
  Schedule

  
	
  SCHEDULE
  II

  	
  -

  	
  Schedule
  of Commitments

  
	
  SCHEDULE
  6.8

  	
  -

  	
  Subsidiaries

  
	
  SCHEDULE
  7.2

  	
  -

  	
  Existing
  Liens

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  2.5

  	
  -

  	
  Form
  of Borrowing Request

  
	
  EXHIBIT
  2.6

  	
  -

  	
  Form
  of Continuation/Conversion Notice

  
	
  EXHIBIT
  2.9

  	
  -

  	
  Form
  of Lender Certificate

  
	
  EXHIBIT
  5.1.3

  	
  -

  	
  Form
  of Opinion of Counsel

  
	
  EXHIBIT
  10.10

  	
  -

  	
  Form
  of Lender Assignment Agreement

  



 


iv