<PAGE>

                                                                  EXECUTION COPY

                                                                   EXHIBIT 10.18
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                            BURLINGTON RESOURCES INC.

                       ---------------------------------

                                  $400,000,000

                      SHORT-TERM REVOLVING CREDIT AGREEMENT

                         Dated as of February 25, 1998,

                 as Amended and Restated as of December 7, 2001,

                        as Amended on April 25, 2002, and

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

                              JPMORGAN CHASE BANK,
                           as Administrative Agent and
                          Auction Administrative Agent

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

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

--------------------------------------------------------------------------------
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                              PAGE
                                                                                              ----
                                    ARTICLE 1
                        DEFINITIONS AND ACCOUNTING TERMS
<S>                                                                                           <C>
SECTION 1.01.  Certain Defined Terms........................................................    1
SECTION 1.02.  Computation of Time Periods..................................................   19
SECTION 1.03.  Accounting and Other Terms...................................................   19
SECTION 1.04.  References...................................................................   19

                                    ARTICLE 2
                        AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01.  Revolving A Advances.........................................................   20
SECTION 2.02.  Making the A Advances........................................................   21
SECTION 2.03.  Fees.........................................................................   23
SECTION 2.04.  Reduction of the Commitments.................................................   24
SECTION 2.05.  Repayment of A Advances......................................................   24
SECTION 2.06.  Interest on A Advances.......................................................   24
SECTION 2.07.  Additional Interest on Eurodollar Rate Advances..............................   26
SECTION 2.08.  Interest Rate Determination..................................................   27
SECTION 2.09.  Voluntary Conversion of A Advances...........................................   29
SECTION 2.10.  Prepayments..................................................................   29
SECTION 2.11.  Increased Costs..............................................................   30
SECTION 2.12.  Increased Capital............................................................   31
SECTION 2.13.  Illegality...................................................................   32
SECTION 2.14.  Payments and Computations....................................................   33
SECTION 2.15.  Taxes........................................................................   35
SECTION 2.16.  Sharing of Payments, Etc.....................................................   38
SECTION 2.17.  Evidence of Debt.............................................................   39
SECTION 2.18.  Use of Proceeds..............................................................   40
SECTION 2.19.  The B Advances...............................................................   40
SECTION 2.20.  Increase of Commitments......................................................   44
SECTION 2.21.  Extension of Stated Termination Date.........................................   47
SECTION 2.22.  Replacement of Lenders.......................................................   49

                                    ARTICLE 3
                     CONDITIONS OF EFFECTIVENESS AND LENDING

SECTION 3.01.  Conditions Precedent to Effectiveness of the Amendment and
         Restatement of this Agreement......................................................   50
SECTION 3.02.  Conditions Precedent to Each A Borrowing.....................................   51
SECTION 3.03.  Conditions Precedent to Each B Borrowing.....................................   52
</TABLE>
<PAGE>
<TABLE>
                                    ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES
<S>                                                                                           <C>
SECTION 4.01.  Representations and Warranties of the Borrower...............................   53

                                    ARTICLE 5
                            COVENANTS OF THE BORROWER

SECTION 5.01.  Affirmative Covenants........................................................   56
SECTION 5.02.  Negative Covenants...........................................................   58
SECTION 5.03.  Reporting Requirements.......................................................   63

                                    ARTICLE 6
                                EVENTS OF DEFAULT

SECTION 6.01.  Events of Default............................................................   67

                                    ARTICLE 7
                            THE ADMINISTRATIVE AGENT

SECTION 7.01.  Authorization and Action.....................................................   71
SECTION 7.02.  Administrative Agent's Reliance, Etc.........................................   71
SECTION 7.03.  JPMorgan and Affiliates......................................................   72
SECTION 7.04.  Lender Credit Decision.......................................................   72
SECTION 7.05.  Indemnification..............................................................   72
SECTION 7.06.  Successor Administrative Agent...............................................   73
SECTION 7.07.  Auction Administrative Agent.................................................   74

                                    ARTICLE 8
                                  MISCELLANEOUS

SECTION 8.01.  Amendments, Etc..............................................................   74
SECTION 8.02.  Notices, Etc.................................................................   75
SECTION 8.03.  No Waiver; Remedies..........................................................   76
SECTION 8.04.  Costs and Expenses; Indemnity................................................   76
SECTION 8.05.  Right of Set-off.............................................................   78
SECTION 8.06.  Binding Effect...............................................................   78
SECTION 8.07.  Assignments and Participations...............................................   78
SECTION 8.08.  Confidentiality..............................................................   84
SECTION 8.09.  Consent to Jurisdiction......................................................   85
SECTION 8.10.  Governing Law................................................................   86
</TABLE>

                                       ii
<PAGE>
<TABLE>
<S>                                                                                           <C>
SECTION 8.11.  Execution in Counterparts....................................................   86
SECTION 8.12.  WAIVER OF JURY TRIAL.........................................................   86
SECTION 8.13.  Entire Agreement, Etc........................................................   86

Schedule I        --  Material Subsidiaries
Schedule II       --  Pricing Grid
Schedule III      --  Initial Commitments

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

                                       iii
<PAGE>
                      SHORT-TERM REVOLVING CREDIT AGREEMENT

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

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

                                    ARTICLE 1
                        DEFINITIONS AND ACCOUNTING TERMS

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

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

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

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

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

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

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

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

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

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

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

                                       2
<PAGE>
         "AUCTION ADMINISTRATIVE AGENT" has the meaning specified in the
introduction hereto.

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

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

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

         "B BORROWING" means a borrowing consisting of simultaneous B Advances
to the Borrower from each of the Lenders whose offer to make one or more B
Advances as part of such borrowing has been accepted by the Borrower under the
auction bidding procedure described in Section 2.19, it being understood that
there may be more than one B Borrowing on a particular day.

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

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

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

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

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

                                       3
<PAGE>
         "BORROWER" has the meaning specified in the introduction hereto.

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

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

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

         "CANADIAN CREDIT AGREEMENT" means the Canadian Credit Agreement dated
as of March 31, 2000, as amended and restated as of December 7, 2001, as amended
by the First Amendment dated April 25, 2002, and as further amended and restated
as of December 5, 2002, among Burlington Resources Canada Ltd. and Canadian
Hunter Exploration Ltd., as the borrowers, Burlington Resources Inc., as parent,
the financial institutions party thereto, JPMorgan Chase Bank, Toronto Branch,
as administrative agent for such financial institutions, Citibank, N.A.,
Canadian branch, and Fleet National Bank, as co-syndication agents, and Bank of
America, N.A., Canada Branch and The Bank of Nova Scotia as co-documentation
agents.

         "CAPITALIZATION" means the sum (without duplication) of (i)
consolidated Debt of the Borrower and its consolidated Subsidiaries, plus (ii)
the aggregate amount of Guaranties by the Borrower or its consolidated
Subsidiaries, plus (iii) the sum of the preferred stock and common stockholders'
equity of the Borrower, plus (iv) the cumulative amount by which Consolidated
Tangible Net Worth shall have been reduced by reason of non-cash write-downs of
long-term assets subsequent to December 31, 1997 (but excluding any such amount
with respect to assets of Project Finance Subsidiaries), minus (v) to the extent
otherwise included in determining the amounts computed under clause (iii) above,
the aggregate investment (net of any Project Financing) of the Borrower and its

                                       4
<PAGE>
consolidated Subsidiaries in Project Finance Subsidiaries.

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

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

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

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

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

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

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

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

                                       5
<PAGE>
         "CONTINGENT GUARANTY" has the meaning specified in the definition of
the term "Guaranty" contained in this Section 1.01.

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

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

                                       6
<PAGE>
policies issued to one or more of the foregoing and covering employees or former
employees of one or more of the foregoing not in excess of the cash surrender
value of such policies.

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

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

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

         "EFFECTIVE DATE" means the date on which the conditions precedent set
forth in Section 3.01 have been satisfied (or compliance therewith shall have
been waived by the Lenders), which date the Administrative Agent will promptly
confirm to the Borrower and the Lenders in writing, and which date shall be no
earlier than December 5, 2002.

         "EFFECTIVE FEDERAL FUNDS RATE" means, for any day, the weighted average
of the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day

                                       7
<PAGE>
is not a Business Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York or, if such rate is not so published for any day which
is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

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

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

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

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

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

         "EURODOLLAR LENDING OFFICE" means, with respect to each Lender, the
office of such Lender specified as its "Eurodollar Lending Office" in its
Administrative Questionnaire or in the Assignment and Acceptance or Commitment
Increase Agreement

                                       8
<PAGE>
pursuant to which it became a Lender (or, if no such office is specified, its
Domestic Lending Office) or such other office of such Lender as such Lender may
from time to time specify to the Borrower and the Administrative Agent.

         "EURODOLLAR RATE" means, for any Interest Period for each Eurodollar
Rate Advance comprising part of the same A Borrowing, the interest rate per
annum equal to the average (rounded upward to the nearest whole multiple of 1/16
of 1% per annum, if such average is not such a multiple) of the rate per annum
at which deposits in U.S. dollars are offered by the principal office of each of
the Reference Banks in London, England, to prime banks in the London interbank
market at 11:00 A.M. (London, England time) two Business Days before the first
day of such Interest Period in an amount comparable to the amount of such A
Borrowing and for a period equal to such Interest Period. The Eurodollar Rate
for the Interest Period for each Eurodollar Rate Advance comprising part of the
same A Borrowing shall be determined by the Administrative Agent on the basis of
applicable rates furnished to and received by the Administrative Agent from the
Reference Banks two Business Days before the first day of such Interest Period,
subject, however, to the provisions of Section 2.08.

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

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

         "EURODOLLAR RESERVE PERCENTAGE" of any Lender for any Interest Period
for any Eurodollar Rate Advance means the reserve percentage applicable during
such Interest Period under regulations issued from time to time by the Board of
Governors of the Federal Reserve System (or if more than one such percentage
shall be so applicable, the daily average of such percentages for those days in
such Interest Period during which any such percentage shall be so applicable)
for determining the maximum reserve

                                       9
<PAGE>
requirement (including any emergency, supplemental or other marginal reserve
requirement) for such Lender with respect to liabilities or assets consisting of
or including Eurocurrency Liabilities having a term equal to such Interest
Period.

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

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

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

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

         "GUARANTY", "GUARANTEED" and "GUARANTEEING" each means any act by which
a Person assumes, guarantees, endorses or otherwise incurs direct or contingent
liability in connection with, or agrees to purchase or otherwise acquire or
otherwise assures a creditor against loss in respect of, any Debt or Project
Financing of any Person other than the Borrower or any of its consolidated
Subsidiaries (excluding (i) any liability by endorsement of negotiable
instruments for deposit or collection or similar transactions in the ordinary
course of business, (ii) any liability in connection with obligations of the
Borrower or any of its consolidated Subsidiaries, including obligations under
any conditional sales agreement, equipment trust financing or equipment lease,
(iii) any liability or other act of the Borrower or any of its Subsidiaries
under arrangements entered into in connection with the CLAM Credit Agreement,
and (iv) any such act in connection with a Project Financing that either (A)
guarantees to the provider of such Project Financing or any other Person
performance of the acquisition,

                                       10
<PAGE>
improvement, installation, design, engineering, construction, development,
completion, maintenance or operation of, or otherwise affects any such act in
respect of, all or any portion of the project that is financed by such Project
Financing or performance by a Project Financing Subsidiary of certain
obligations to Persons other than the provider of such Project Financing, except
during any period, and then only to the extent, that such guaranty is a direct
guaranty of payment of such Project Financing (other than a guaranty of payment
of the type referred to in subclause (B) below) or (B) is contingent upon, or
the obligation to pay or perform under which is contingent upon, the occurrence
or existence of any event or condition other than or in addition to (1) the
passage of time, (2) any Project Financing becoming due, (3) the commencement of
bankruptcy, insolvency or similar proceedings by the obligor on any Project
Financing or (4) the failure of the obligor on any Project Financing to satisfy
a financial ratio, covenant or other similar financial measurement test, but
only during such period as such act is not by its terms presently enforceable,
or if so enforceable, there is not a reasonable probability that the guarantor
will be called upon to perform thereunder (or to make capital contributions in
lieu of performance thereunder) (any such act referred to in this clause (iv)
being a "CONTINGENT GUARANTY")); provided, however, that for the purposes of
this definition the liability of the Borrower or any of its Subsidiaries with
respect to any obligation as to which a third party or parties are jointly, or
jointly and severally, liable as a guarantor or otherwise as contemplated hereby
and have not defaulted on its or their portions thereof, shall be only its pro
rata portion of such obligation.

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

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

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

         "INTEREST PERIOD" means, for each Eurodollar Rate Advance comprising
part of the same

                                       11
<PAGE>
A Borrowing, the period beginning on the date of such Advance or the date of the
Conversion of any Advance into such Advance and ending on the last day of the
period selected by the Borrower pursuant to the provisions below and,
thereafter, each subsequent period commencing on the last day of the immediately
preceding Interest Period and ending on the last day of the period selected by
the Borrower pursuant to the provisions below. The duration of each such
Interest Period for a Eurodollar Rate Advance shall be (i) one, two, three or
six months upon notice received by the Administrative Agent not later than 12:00
noon (New York City time) on the third Business Day prior to the first day of
such Interest Period, or (ii) subject to availability to each Lender, nine or
twelve months upon notice received by the Administrative Agent not later than
12:00 noon (New York City time) on the fourth Business Day prior to the first
day of such Interest Period, in each case as the Borrower may select; provided,
however, that:

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

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

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

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

                                       12
<PAGE>
         "JPMORGAN" means JPMorgan Chase Bank, and its successors.

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

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

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

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

         "LONG-TERM REVOLVING CREDIT AGREEMENT" means the Long-Term Revolving
Credit Agreement dated as of February 25, 1998, as amended and restated as of
December 7, 2001, as amended by Amendment No. 1 as of April 25, 2002, and as
amended by Amendment No. 2 as of December 5, 2002, among the Borrower, the

                                       13
<PAGE>
financial institutions party thereto, JPMorgan, as administrative agent and
auction administrative agent for such financial institutions, Citibank, N.A. and
Fleet National Bank, as co-syndication agents, and Bank of America, N.A. and
Toronto Dominion (Texas), Inc., as co-documentation agents.

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

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

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

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

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

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

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

         "MORGAN GOLD LOANS" means the obligations of LL&E under the respective
Credit Agreements dated as of December 23, 1994 and March 31, 1995 between LL&E
and Morgan, or under any additional credit agreements on substantially similar
terms, in each case, as amended, restated, extended or otherwise modified from
time to time, provided that the

                                       14
<PAGE>
aggregate outstanding amount borrowed thereunder shall at no time exceed 35,000
ounces of gold.

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

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

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

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

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

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

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

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

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

         "ORIGINAL EFFECTIVE DATE" means February 25, 1998.

                                       15
<PAGE>
         "OVERDUE REIMBURSEMENT OBLIGATIONS" means with respect to any Person
non-contingent obligations of such Person to reimburse a bank or other Person in
respect of amounts paid under a letter of credit or similar instrument that are
not paid on or prior to the fifth Business Day after the due date therefor.

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

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

         "PERMITTED LIENS" means

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

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

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

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

                                       16
<PAGE>
         (v)      conventional provisions contained in any contracts or
agreements affecting properties under which the Borrower or a Subsidiary of the
Borrower is required immediately before the expiration, termination or
abandonment of a particular property to reassign to the Borrower's or a
Subsidiary's predecessor in title all or a portion of the Borrower's or such
Subsidiary's rights, titles and interests in and to all or a portion of such
property;

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

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

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

         (ix)     any Lien on any assets (including Equity Interests and other
obligations) securing Debt incurred or assumed for the purpose of financing all
or any part of the cost of acquiring, improving, installing, designing,
engineering, developing (including drilling), or constructing such assets,
provided that such Lien attaches to such assets

                                       17
<PAGE>
concurrently with or within 360 days after the acquisition or completion of
development, construction or installation thereof or improvement thereto.

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

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

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

         "PROJECT FINANCING SUBSIDIARY" means any Subsidiary of the Borrower
whose principal purpose is to incur Project Financing, or to become a direct or
indirect partner, member or other equity participant or owner in a Business
Entity so created, and substantially all the assets of which Subsidiary or
Business Entity are limited to those assets being financed (or to be financed),
or the operation of which is being financed (or to be financed), in whole or in
part by a Project Financing or to Equity Interests in, or Debt or other
obligations of, one or more other such Subsidiaries or Business Entities.

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

         "REFERENCE BANKS" means JPMorgan Chase Bank, Citibank, N.A. and Bank of
America, N.A.

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

                                       18
<PAGE>
         "REQUIRED LENDERS" means Lenders (i) that are not Objecting Lenders
with respect to any previous Extension Request and (ii) that have Commitment
Percentages aggregating at least 51% of the aggregate Commitment Percentages of
such non-Objecting Lenders.

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

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

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

         "STATED TERMINATION DATE" means December 4, 2003, or such later date as
shall be determined pursuant to the provisions of Section 2.21 with respect to
non-Objecting Lenders, provided that if such date is not a Business Day, the
Stated Termination Date shall be the next preceding Business Day.

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

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

                                       19
<PAGE>
         "TERMINATION EVENT" means (i) a "reportable event," as such term is
described in Section 4043 of ERISA (other than a "reportable event" not subject
to the provision for 30-day notice to the PBGC), or an event described in
Section 4062(e) of ERISA, or (ii) the withdrawal of the Borrower or any ERISA
Affiliate from a Multiple Employer Plan during a plan year in which it was a
"substantial employer," as such term is defined in Section 4001(a)(2) of ERISA,
or the incurrence of liability by the Borrower or any ERISA Affiliate under
Section 4064 of ERISA upon the termination of a Multiple Employer Plan, or (iii)
the filing of a notice of intent to terminate a Plan or the treatment of a Plan
amendment as a termination under Section 4041 of ERISA, or (iv) the institution
of proceedings to terminate a Plan by the PBGC under Section 4042 of ERISA, or
(v) the conditions set forth in Section 302(f)(1)(A) and (B) of ERISA to the
creation of a lien upon property or rights to property of the Borrower or any
ERISA Affiliate for failure to make a required payment to a Plan are satisfied,
or (vi) the adoption of an amendment to a Plan requiring the provision of
security to such Plan, pursuant to Section 307 of ERISA, or (vii) any other
event or condition which might constitute grounds under Section 4042 of ERISA
for the termination of, or the appointment of a trustee to administer, any Plan.

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

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

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

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

         SECTION 1.02.     Computation of Time Periods. Unless otherwise stated
in this Agreement, in the computation of a period of time from a specified

                                       20
<PAGE>
date to a later specified date, the word "from" means "from and including" and
the words "to" and "until" each means "to but excluding."

         SECTION 1.03.     Accounting and Other Terms. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles either (i) consistent with those principles
applied in the preparation of the annual financial statements referred to in
Section 4.01(e), or (ii) not so materially inconsistent with such principles
that a covenant contained in Section 5.01 or 5.02 would be calculated or
construed in a materially different manner or with materially different results
than if such covenant were calculated or construed in accordance with clause (i)
of this Section 1.03. "INCLUDE", "INCLUDES" and "INCLUDING" shall be deemed to
be followed by "without limitation" whether or not they are in fact followed by
such words or words of like import. References to any agreement or contract are
to such agreement or contract as amended, modified or supplemented from time to
time in accordance with the terms hereof and thereof.

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

                                    ARTICLE 2
                        AMOUNTS AND TERMS OF THE ADVANCES

         SECTION 2.01.     (a) Revolving A Advances. Each Lender severally
agrees, on the terms and conditions hereinafter set forth, to make A Advances to
the Borrower from time to time on any Business Day during the period from the
Effective Date to and including the Termination Date in an aggregate amount not
to exceed at any time outstanding the amount set forth opposite such Lender's
name on Schedule III hereto, or, if such Lender has entered into any Assignment
and Acceptance or Commitment Increase Agreement or a New Lender Agreement, set
forth for such Lender in the Register maintained by

                                       21
<PAGE>
the Administrative Agent pursuant to Section 8.07(c), as such amount may be
reduced pursuant to Section 2.04 (such Lender's "COMMITMENT"), provided that the
aggregate amount of the Commitments of the Lenders shall be deemed used from
time to time to the extent of the aggregate amount of the B Advances then
outstanding and such deemed use of the aggregate amount of such Commitments
shall be applied to all the Lenders ratably according to their respective
Commitments (such deemed use of the aggregate amount of the Commitments being a
"B REDUCTION"). Each A Borrowing consisting of Revolving A Advances shall be in
an aggregate amount of $10,000,000 in the case of an A Borrowing comprised of
Base Rate Advances and $25,000,000 in the case of an A Borrowing comprised of
Eurodollar Rate Advances, or, in either case an integral multiple of $1,000,000
in excess thereof (or, in the case of an A Borrowing of Base Rate Advances, the
aggregate unused Commitments, if less) and shall consist of A Advances of the
same Type made on the same day by the Lenders ratably according to their
respective Commitments. Within the limits of each Lender's Commitment, the
Borrower may make more than one Borrowing on any Business Day and may borrow,
prepay pursuant to Section 2.10, and reborrow under this Section 2.01(a).

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

         SECTION 2.02.     Making the A Advances.

         (a)      Each A Borrowing shall be made on notice by the Borrower to
the Administrative Agent (a "NOTICE OF A BORROWING") received by the
Administrative Agent, (i) in the case of a proposed A Borrowing comprised of
Base Rate Advances, not later than

                                       22
<PAGE>
10:00 A.M. (New York City time) on the Business Day of such proposed A
Borrowing, and (ii) in the case of a proposed A Borrowing comprised of
Eurodollar Rate Advances, not later than 12:00 noon (New York City time) on the
third Business Day prior to the date of such proposed A Borrowing. Each Notice
of A Borrowing shall be by telecopy, telefax or other teletransmission or by
telephone (and if by telephone, confirmed promptly by telecopier, telefax or
other teletransmission), in substantially the form of Exhibit B hereto,
specifying therein the requested (w) date of such A Borrowing, (x) Type of A
Advances comprising such A Borrowing and, additionally, whether such A Borrowing
consists of Revolving A Advances or Term A Advances, (y) aggregate amount of
such A Borrowing, and (z) in the case of an A Borrowing comprised of Eurodollar
Rate Advances, the initial Interest Period for each such A Advance. Each Lender
shall, before 1:00 p.m. (New York City time) on the date of such A Borrowing,
make available for the account of its Applicable Lending Office to the
Administrative Agent in care of JPMorgan Chase Bank, Agency Services, One Chase
Manhattan Plaza, 8th Floor, New York, NY 10081, Attention: Muniram Appanna,
Reference: Burlington Resources Inc., or at such other location designated by
notice from the Administrative Agent to the Lenders pursuant to Section 8.02, in
same day funds, such Lender's ratable portion of such A Borrowing. Immediately
after the Administrative Agent's receipt of such funds and upon fulfillment of
the applicable conditions set forth in Article 3, the Administrative Agent will
make such funds available to the Borrower at JPMorgan Chase Bank, One Chase
Manhattan Plaza, 8th Floor, New York, NY 10081, or at any account of the
Borrower maintained by the Administrative Agent (or any successor Administrative
Agent) designated by the Borrower and agreed to by the Administrative Agent (or
such successor Administrative Agent), in same day funds.

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

                                       23
<PAGE>
result of such failure, including any loss, cost or expense incurred by reason
of the liquidation or reemployment of deposits or other funds acquired by such
Lender to fund the A Advance to be made by such Lender as part of such A
Borrowing.

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

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

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

                                       24
<PAGE>
other Lender to make the A Advance to be made by such other Lender on the date
of any A Borrowing.

         SECTION 2.03.     Fees.

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

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

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

                                       25
<PAGE>
         (d)      AGENCY FEE. The Borrower agrees to pay to the Administrative
Agent, for its own account, such agency fees as may be separately agreed to in
writing by the Borrower and the Administrative Agent, such fees to be in the
amounts and payable on the dates as may be so agreed to.

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

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

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

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

         SECTION 2.06.     Interest on A Advances.

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

                  (i)      BASE RATE ADVANCES. During such periods as such A
         Advance is a Base Rate Advance, a rate per annum equal at all times to
         the Base Rate in effect from time to time plus, in the case of any Term
         A Advance, as additional interest in lieu of the facility fee, the
         Facility Fee Percentage in effect from time to

                                       26
<PAGE>
         time, payable quarterly in arrears on the last day of each March, June,
         September and December during such periods and on the date such Base
         Rate Advance shall be Converted or due (whether at stated maturity, by
         acceleration or otherwise).

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

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

                                       27
<PAGE>
         Additional interest owing in respect of any Additional Interest Period
         shall be payable on the last day of such Additional Interest Period;
         provided that additional interest owing after the Final Maturity Date
         shall be payable on demand.

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

         SECTION 2.07.     Additional Interest on Eurodollar Rate Advances. If
any Lender shall determine in good faith that reserves under regulations of the
Board of Governors of the Federal Reserve System are required to be maintained
by it in respect of, or a portion of its costs of maintaining reserves under
such regulations is properly attributable to, one or more of its Eurodollar Rate
Advances, the Borrower shall pay to such Lender additional interest on the
unpaid principal amount of each such Eurodollar Rate Advance payable on the same
day or days on which interest is payable on such A Advance, at an interest rate
per annum up to but not exceeding at all times during each Interest Period for
such A Advance the excess of (i) the rate obtained by dividing the Eurodollar
Rate for such Interest Period by a percentage equal to 100% minus the Eurodollar
Reserve Percentage, if any, for such Lender for such Interest Period over (ii)
the Eurodollar Rate for such Interest Period. Any Lender wishing to require
payment of such additional interest (x) shall so notify the Borrower and the
Administrative Agent, in which case such additional

                                       28
<PAGE>
interest on the Eurodollar Rate Advances of such Lender shall be payable to such
Lender at the place indicated in such notice with respect to each Interest
Period commencing at least five Business Days after the giving of such notice
and (y) shall furnish to the Borrower at least five Business Days prior to each
date on which interest is payable on the Eurodollar Rate Advances an officer's
certificate setting forth the amount to which such Lender is then entitled under
this Section, which certificate shall be conclusive and binding for all
purposes, absent manifest error.

         SECTION 2.08.     Interest Rate Determination.

         (a)      Each Reference Bank agrees to furnish to the Administrative
Agent timely information for the purpose of determining each Eurodollar Rate. If
any one or more of the Reference Banks shall not furnish such timely information
to the Administrative Agent for the purpose of determining any such interest
rate, the Administrative Agent shall determine such interest rate on the basis
of timely information furnished by the remaining Reference Banks.

         (b)      The Administrative Agent shall give prompt notice to the
Borrower and the Lenders of the applicable interest rate determined by the
Administrative Agent for purposes of Section 2.06(a)(i) or (ii), and the
applicable rate, if any, furnished by each Reference Bank for the purpose of
determining the applicable interest rate under Section 2.06(a)(ii) or (iii).

         (c)      If fewer than two Reference Banks furnish timely information
to the Administrative Agent for determining the Eurodollar Rate for any
applicable A Advances,

                  (i)      the Administrative Agent shall give the Borrower and
         each Lender prompt notice by telephone (confirmed in writing) that the
         interest rate cannot be determined for such applicable A Advances,

                  (ii)      each such A Advance that is a Eurodollar Rate
         Advance will automatically, on the last day of the then existing
         Interest Period therefor, Convert into a Base Rate Advance (or if such
         A Advance is then a Base Rate Advance, will continue as a Base Rate
         Advance), and

                                       29
<PAGE>
                  (iii)      the obligations of the Lenders to make, or to
         Convert A Advances into, Eurodollar Rate Advances, as the case may be,
         shall be suspended until the Administrative Agent shall notify the
         Borrower and the Lenders that the circumstances causing such suspension
         no longer exist.

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

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

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

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

         (f)      On the date on which the aggregate unpaid principal amount of
A Advances comprising any A Borrowing shall be reduced, by payment or prepayment
or otherwise, to less than $10,000,000, such A Advances shall, if they are
Eurodollar Rate Advances, automatically Convert into Base Rate Advances, and on
and after such date the right of the Borrower to Convert such A Advances into

                                       30
<PAGE>
Eurodollar Rate Advances shall terminate; provided, however, that if and so long
as each such A Advance shall be, or be elected to be Converted to, Eurodollar
Rate Advances having the same Interest Period as Eurodollar Rate Advances
comprising another A Borrowing or other A Borrowings, and the aggregate unpaid
principal amount of all such Eurodollar Rate Advances shall, or upon such
Conversion will, equal or exceed $20,000,000, the Borrower shall have the right
to continue all such Eurodollar Rate Advances as, or to Convert all such A
Advances into, Eurodollar Rate Advances having such Interest Period.

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

         SECTION 2.10.     Prepayments. The Borrower may, upon (i) in the case
of Eurodollar Rate Advances, at least three Business Days notice or (ii) in the
case of Base Rate Advances, telephonic notice not later than 12:00 noon (New
York City time) on the date of prepayment, to the Administrative Agent which
specifies the proposed date and aggregate principal amount of the prepayment and
the Type of A Advances to be prepaid, and if such notice is given the Borrower
shall, prepay the outstanding principal amounts of the A Advances comprising the
same A Borrowing in whole or ratably in part, together with accrued interest to
the date of such prepayment on the amount prepaid; provided, however, that (x)
each partial prepayment shall be in an aggregate principal amount not less than
$10,000,000 or an

                                       31
<PAGE>
integral multiple of $1,000,000 in excess thereof and (y) in the event of any
such prepayment of Eurodollar Rate Advances on any day other than the last day
of an Interest Period for such Eurodollar Rate Advances, the Borrower shall be
obligated to reimburse the Lenders in respect thereof pursuant to, and to the
extent required by, Section 8.04(b); provided, further, however, that the
Borrower will use its best efforts to give notice to the Administrative Agent of
the proposed prepayment of Base Rate Advances on the Business Day prior to the
date of such proposed prepayment.

         SECTION 2.11.     Increased Costs.

         (a)      If, due to either (i) the introduction after the Effective
Date of or any change after the Effective Date (including any change by way of
imposition or increase of reserve requirements or assessments other than those
referred to in the definition of "Eurodollar Reserve Percentage" contained in
Section 1.01) in or in the interpretation of any law or regulation or (ii) the
compliance with any guideline or request issued or made after the Effective Date
from or by any central bank or other governmental authority (whether or not
having the force of law), in each case above other than those referred to in
Section 2.12, there shall be any increase in the cost to any Lender of agreeing
to make, fund or maintain, or of making, funding or maintaining, Eurodollar Rate
Advances funded in the interbank Eurodollar market, then the Borrower shall from
time to time, upon demand by such Lender (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of such
Lender additional amounts sufficient to reimburse such Lender for all such
increased costs (except those incurred more than 60 days prior to the date of
such demand; for the purposes hereof any cost or expense allocable to a period
prior to the publication or effective date of such an introduction, change,
guideline or request shall be deemed to be incurred on the later of such
publication or effective date). Each Lender agrees to use its best reasonable
efforts promptly to notify the Borrower of any event referred to in clause (i)
or (ii) above, provided that the failure to give such notice shall not affect
the rights of any Lender under this Section 2.11(a) (except as otherwise
expressly provided above in this Section 2.11(a)). A certificate as to the
amount of

                                       32
<PAGE>
such increased cost, submitted to the Borrower and the Administrative Agent by
such Lender, shall be conclusive and binding for all purposes, absent manifest
error. After one or more Lenders have notified the Borrower of any increased
costs pursuant to this Section 2.11, the Borrower may specify by notice to the
Administrative Agent and the affected Lenders that, after the date of such
notice whenever the election of a Eurodollar Rate Advance by the Borrower for an
Interest Period or portion thereof would give rise to such increased costs, such
election shall not apply to the A Advances of such Lender or Lenders during such
Interest Period or portion thereof, and, in lieu thereof, such A Advances shall
during such Interest Period or portion thereof be Base Rate Advances. Each
Lender agrees to use its best reasonable efforts (including a reasonable effort
to change its Applicable Lending Office or to transfer its affected A Advances
to an Affiliate of such Lender) to avoid, or minimize the amount of, any demand
for payment from the Borrower under this Section 2.11, provided that such
avoidance would not, in the reasonable judgment of such Lender, be otherwise
disadvantageous to such Lender.

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

         SECTION 2.12.     Increased Capital. If either (i) the introduction of
or any change in or in the interpretation of any law or regulation or (ii)
compliance by any Lender with any guideline or request from any central bank or
other governmental authority (whether or not having the force of law) affects or
would affect the amount of capital required or expected to be maintained by such
Lender or any corporation controlling such Lender (including any determination
after the Effective Date by any such central bank, governmental

                                       33
<PAGE>
authority or comparable agency that, for purposes of capital adequacy
requirements, the Commitments hereunder do not constitute commitments with an
original maturity of one year or less) and such Lender determines that the
amount of such capital is increased by or based upon the existence of such
Lender's commitment to lend hereunder and other commitments of this type, then,
within ten days after demand, and delivery to the Borrower of the certificate
referred to in the last sentence of this Section 2.12 by such Lender (with a
copy of such demand to the Administrative Agent), the Borrower shall pay to the
Administrative Agent for the account of such Lender, from time to time as
specified by such Lender, additional amounts sufficient to compensate such
Lender or such corporation in the light of such circumstances, to the extent
that such Lender reasonably determines such increase in capital to be allocable
to the existence of such Lender's commitment to lend hereunder (except any such
increase in capital incurred more than, or compensation attributable to the
period before, 90 days prior to the date of such demand; for the purposes hereof
any increase in capital allocable to, or compensation attributable to, a period
prior to the publication or effective date of such an introduction, change,
guideline or request shall be deemed to be incurred on the later of such
publication or effective date). Each Lender agrees to use its best reasonable
efforts promptly to notify the Borrower of any event referred to in clause (i)
or (ii) above, provided that the failure to give such notice shall not affect
the rights of any Lender under this Section 2.12 (except as otherwise expressly
provided above in this Section 2.12). A certificate in reasonable detail as to
the basis for, and the amount of, such compensation submitted to the Borrower
and the Administrative Agent by such Lender shall, in the absence of manifest
error, be conclusive and binding for all purposes.

         SECTION 2.13.     Illegality. Notwithstanding any other provision of
this Agreement, if the introduction of or any change in or in the interpretation
of any law or regulation shall make it unlawful, or any central bank or other
governmental authority shall assert that it is unlawful, for any Lender or its
Applicable Lending Office to perform its obligations hereunder to make
Eurodollar Rate Advances or to continue to fund or maintain such Advances
hereunder, such Lender may,

                                       34
<PAGE>
by notice to the Borrower and the Administrative Agent, suspend the right of the
Borrower to elect Eurodollar Rate Advances from such Lender and, if necessary in
the reasonable opinion of such Lender to comply with such law or regulation,
Convert all such Eurodollar Rate Advances of such Lender to Base Rate Advances
at the latest time permitted by the applicable law or regulation, and such
suspension and, if applicable, such Conversion shall continue until such Lender
notifies the Borrower and the Administrative Agent that the circumstances making
it unlawful for such Lender to perform such obligations no longer exist (which
such Lender shall promptly do when such circumstances no longer exist). So long
as the obligation of any Lender to make Eurodollar Rate Advances has been
suspended under this Section 2.13, all Notices of A Borrowing specifying A
Advances of such Type shall be deemed, as to such Lender, to be requests for
Base Rate Advances. Each Lender agrees to use its best reasonable efforts
(including a reasonable effort to change its Applicable Lending Office or to
transfer its affected A Advances to an affiliate) to avoid any such illegality,
provided that such avoidance would not, in the reasonable judgment of such
Lender, be otherwise disadvantageous to such Lender.

         SECTION 2.14.     Payments and Computations.

         (a)      The Borrower shall make each payment hereunder (including
under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount
so paid is owing to any or all of the Lenders or to the Administrative Agent,
not later than 1:00 P.M. (New York City time) without setoff, counterclaim, or
any other deduction whatsoever, on the day when due in U.S. dollars to the
Administrative Agent in care of JPMorgan Chase Bank, Agency Services, One Chase
Manhattan Plaza, 8th Floor, New York, NY 10081, Attention: Muniram Appanna,
Reference: Burlington Resources Inc., or at such other location designated by
notice to the Borrower from the Administrative Agent and agreed to by the
Borrower, in same day funds. Each such payment made by the Borrower for the
account of any Lender hereunder, when so made to the Administrative Agent, shall
be deemed duly made for all purposes of this Agreement and the Notes, except
that if at any time any such payment is rescinded or must otherwise be returned
by the Administrative Agent or any Lender upon the bankruptcy, insolvency or
reorganization of the

                                       35
<PAGE>
Borrower or otherwise, such payment shall be deemed not to have been so made.
The Administrative Agent will promptly thereafter cause to be distributed like
funds relating to the payment of principal or interest or fees ratably (other
than amounts payable pursuant to Section 2.07, 2.11, 2.12, 2.13, 2.15, 2.19 or
8.04(b)) to the Lenders for the account of their respective Applicable Lending
Offices, and like funds relating to the payment of any other amount payable to
any Lender to such Lender for the account of its Applicable Lending Office, in
each case to be applied in accordance with the terms of this Agreement. Upon its
acceptance of an Assignment and Acceptance and recording of the information
contained therein in the Register pursuant to Section 8.07(d), from and after
the effective date specified in such Assignment and Acceptance, the
Administrative Agent shall make all payments hereunder and under the Notes in
respect of the interest assigned thereby to the Lender assignee thereunder, and
the parties to such Assignment and Acceptance shall make all appropriate
adjustments in such payments for periods prior to such effective date directly
between themselves.

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

         (c)      Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the

                                       36
<PAGE>
next succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or facility fees, as the case
may be; provided, however, if such extension would cause payment of interest on
or principal of Eurodollar Rate Advances to be made in the next following
calendar month, such payment shall be made on the next preceding Business Day.

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

         SECTION 2.15.     Taxes.

         (a)      Any and all payments by the Borrower hereunder or under the
Notes shall be made in accordance with Section 2.14, free and clear of and
without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding in the case of each Indemnified Party, (i) all taxes, levies, imposts,
deductions, charges, or withholdings, and all liabilities with respect thereto,
imposed on or determined by reference to its income or profits, and all
franchise taxes, and (ii) all other taxes, levies, imposts, deductions, charges,
or withholdings in effect at the time that such Indemnified Party executed this
Agreement or otherwise became an "Indemnified Party" hereunder, and liabilities
with respect thereto, imposed on it by reason of the jurisdiction in which such
Indemnified Party is organized, domiciled, resident or doing business, or

                                       37
<PAGE>
any political subdivision thereof, or by reason of the jurisdiction of its
Applicable Lending Office or any other office from which it makes or maintains
any extension of credit hereunder or any political subdivision thereof (all such
non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities in respect of payments under this Agreement or under the Notes being
herein referred to as "TAXES"). If the Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder or under any
Note to any Indemnified Party, (i) the sum payable shall be increased as may be
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.15) such Indemnified
Party receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower (or the Administrative Agent, as
applicable) shall make such deductions at the applicable statutory rate and
(iii) the Borrower (or the Administrative Agent, as applicable) shall pay the
full amount deducted to the relevant taxation authority or other authority in
accordance with applicable law, provided that the Borrower shall not be required
to pay any additional amount (and shall be relieved of any liability with
respect thereto) pursuant to this subsection (a) (or pursuant to Section
2.15(c), except to the extent Section 2.15(c) relates to Other Taxes) to any
Indemnified Party that either (x) on the date such Indemnified Party executed
this Agreement or otherwise became an "Indemnified Party" hereunder, both (A)
was not entitled to submit a U.S. Internal Revenue Service form W-8BEN (relating
to such Indemnified Party, and entitling it to a complete exemption from
withholding on all amounts to be received by such Indemnified Party, including
fees, pursuant to this Agreement or the Advances) or a U.S. Internal Revenue
Service form W-8ECI (relating to all amounts to be received by such Indemnified
Party, including fees, pursuant to this Agreement and the Advances) and (B) is
not a United States person (as such term is defined in Section 7701(a)(30) of
the Internal Revenue Code), or (y) has failed to submit any form or certificate
that it was required to file or provide pursuant to subsection (d) of this
Section 2.15 and is entitled to file or give, as applicable, under applicable
law, provided, further, that should an Indemnified Party become subject to Taxes
because of its failure to deliver a form required hereunder, the Borrower

                                       38
<PAGE>
shall take such administrative steps as such Indemnified Party shall reasonably
request to assist such Indemnified Party to recover such Taxes, and provided
further, that each Indemnified Party, with respect to itself, agrees to
indemnify and hold harmless the Borrower from any taxes, penalties, interest and
other expenses, costs and losses incurred or payable by the Borrower as a result
of the failure of the Borrower to comply with its obligations under clauses (ii)
or (iii) above in reliance on any form or certificate provided to it by such
Indemnified Party pursuant to this Section 2.15. If any Indemnified Party
receives a net credit or refund in respect of such Taxes or amounts so paid by
the Borrower, it shall promptly notify the Borrower of such net credit or refund
and shall promptly pay such net credit or refund to the Borrower, provided that
the Borrower agrees to return such net credit or refund if the Indemnified Party
to which such net credit or refund is applicable, is required to repay it.

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

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

         (d)      On or prior to the date on which each Indemnified Party that
is not a United States person

                                       39
<PAGE>
(as such term is defined in Section 7701(a)(30) of the Internal Revenue Code)
executes this Agreement or otherwise becomes an "Indemnified Party" hereunder,
such Indemnified Party shall provide the Borrower and the Administrative Agent
with U.S. Internal Revenue Service form W-8BEN or W-8ECI, as appropriate, or any
successor form prescribed by the U.S. Internal Revenue Service, certifying that
such Indemnified Party is fully exempt from United States withholding taxes with
respect to all payments to be made to such Indemnified Party hereunder, or other
documents satisfactory to the Borrower indicating that all payments to be made
to such Indemnified Party hereunder are fully exempt from such taxes. Thereafter
and from time to time, each such Indemnified Party shall submit to the Borrower
and the Administrative Agent such additional duly completed and signed copies of
one or the other of such forms (or such successor forms as shall be adopted from
time to time by the relevant United States taxing authorities) as may be (i)
notified by the Borrower to such Indemnified Party and (ii) required under
then-current United States law or regulations to avoid United States withholding
taxes on payments in respect of all amounts to be received by such Indemnified
Party pursuant to this Agreement or the Notes, including fees. Upon the request
of the Borrower from time to time, each Indemnified Party that is a United
States person (as such term is defined in Section 7701(a)(30) of the Internal
Revenue Code) shall submit to the Borrower a certificate to the effect that it
is such a United States person. If any Indemnified Party determines, as a result
of any change in applicable law, regulation or treaty, or in any official
application or interpretation thereof, that it is unable to submit to the
Borrower any form or certificate that such Indemnified Party is obligated to
submit pursuant to this subsection (d), or that such Indemnified Party is
required to withdraw or cancel any such form or certificate previously
submitted, such Indemnified Party shall promptly notify the Borrower and the
Administrative Agent of such fact.

         (e)      Any Indemnified Party claiming any additional amounts payable
pursuant to this Section 2.15 shall use its best reasonable efforts (consistent
with its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Applicable Lending Office if the making of such a change
would avoid the need for, or reduce the amount of, any such additional amounts
which may

                                       40
<PAGE>
thereafter accrue and would not, in the reasonable judgment of such Indemnified
Party, be otherwise disadvantageous to such Indemnified Party.

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

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

         SECTION 2.17.     Evidence of Debt.

                                       41
<PAGE>
         (a)      Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the Indebtedness of the Borrower to
such Lender resulting from each Advance made by such Lender hereunder, including
the amounts of principal and interest payable and paid to such lender from time
to time hereunder.

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

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

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

                                       42
<PAGE>
         SECTION 2.19.     The B Advances. (a) Each Lender severally agrees that
the Borrower may make B Borrowings under this Section 2.19 from time to time on
any Business Day during the period from the Effective Date until the earlier of
(I) the Termination Date or (II) the date falling 30 days prior to the Stated
Termination Date, in the manner set forth below; provided that (x) each B
Borrowing shall be in an aggregate amount of $25,000,000 or an integral multiple
of $5,000,000 in excess thereof and (y) following the making of each B
Borrowing, the aggregate number of outstanding B Borrowings shall not exceed
seven and the aggregate amount of all Advances then outstanding shall not exceed
the aggregate amount of the Commitments of the Lenders (computed without regard
to any B Reduction).

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

                                       43
<PAGE>
                  (ii)      Each Lender may, if in its sole and absolute
         discretion it elects to do so, irrevocably offer to make one or more B
         Advances to the Borrower as part of such proposed B Borrowing at a rate
         or rates of interest specified by such Lender in its sole discretion,
         by notifying the Administrative Agent (which shall give prompt notice
         thereof to the Borrower), before 10:00 A.M. (New York City time) (x) on
         the date of such proposed B Borrowing in the case of a Notice of B
         Borrowing delivered pursuant to clause (A) of paragraph (i) above, and
         (y) three Business Days before the date of such proposed B Borrowing in
         the case of a Notice of B Borrowing delivered pursuant to clause (B) of
         paragraph (i) above, of the maximum amount of each B Advance which such
         Lender would be willing to make as part of such proposed B Borrowing
         (which amount may, subject to clause (y) of the proviso to the first
         sentence of this Section 2.19(a), exceed such Lender's Commitment), the
         rate or rates of interest therefor and such Lender's Applicable Lending
         Office with respect to such B Advance; provided that if the
         Administrative Agent or an Affiliate thereof in its capacity as a
         Lender shall, in its sole discretion, elect to make any such offer, it
         shall notify the Borrower of such offer before 9:45 A.M. (New York City
         time) on the date on which notice of such election is to be given to
         the Administrative Agent by the other Lenders. If any Lender shall
         elect not to make such an offer, such Lender shall so notify the
         Administrative Agent, before 10:00 A.M. (New York City time) on the
         date on which notice of such election is to be given to the
         Administrative Agent by the other Lenders, and such Lender shall not be
         obligated to, and shall not, make any B Advance as part of such B
         Borrowing; provided that the failure by any Lender to give such notice
         shall not cause such Lender to be obligated to make any B Advance as
         part of such proposed B Borrowing.

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

                                       44
<PAGE>
         B Borrowing delivered pursuant to clause (B) of paragraph (i) above,
         either

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

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

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

                  (v)      If the Borrower accepts one or more of the offers
         made by any Lender or Lenders pursuant to paragraph (iii)(B) above, the
         Administrative Agent shall in turn promptly notify (A) each Lender that
         has made an offer as described in paragraph (ii) above, of the date and
         aggregate amount of such B Borrowing and

                                       45
<PAGE>
         whether or not any offer or offers made by such Lender pursuant to
         paragraph (ii) above have been accepted by the Borrower, (B) each
         Lender that is to make a B Advance as part of such B Borrowing, of the
         amount of each B Advance to be made by such Lender as part of such B
         Borrowing, and (C) each Lender that is to make a B Advance as part of
         such B Borrowing, upon receipt, that the Administrative Agent has
         received forms of documents appearing to fulfill the applicable
         conditions set forth in Article 3. Each Lender that is to make a B
         Advance as part of such B Borrowing shall, before 12:00 noon (New York
         City time) on the date of such B Borrowing specified in the notice
         received from the Administrative Agent pursuant to clause (A) of the
         preceding sentence or any later time when such Lender shall have
         received notice from the Administrative Agent pursuant to clause (C) of
         the preceding sentence, make available for the account of its
         Applicable Lending Office to the Administrative Agent at its address
         referred to in Section 8.02 such Lender's portion of such B Borrowing,
         in same day funds. Upon fulfillment of the applicable conditions set
         forth in Article 3 and after receipt by the Administrative Agent of
         such funds, the Administrative Agent will make such funds available to
         the Borrower at the Administrative Agent's aforesaid address. Promptly
         after each B Borrowing the Administrative Agent will notify each Lender
         of the amount of the B Borrowing, the consequent B Reduction and the
         dates upon which such B Reduction commenced and will terminate.

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

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

                                       46
<PAGE>
terms, specified by the Borrower for such B Advance in the related Notice of B
Borrowing delivered pursuant to Section 2.19(a)(i) and set forth in the Note, if
any, evidencing such B Advance or unless the holder of such B Advance otherwise
consents in writing to such prepayment.

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

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

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

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

         SECTION 2.20.     Increase of Commitments. (a) At any time after the
Effective Date, provided that no Event of Default shall have occurred and be
continuing, the Borrower may request an increase of the aggregate Commitments by
notice to the Administrative Agent in writing of the amount (the

                                       47
<PAGE>
"OFFERED INCREASE AMOUNT") of such proposed increase (such notice, a "COMMITMENT
INCREASE NOTICE"). Any such Commitment Increase Notice must offer each Lender
the opportunity to subscribe for its pro rata share of the increased
Commitments. If any portion of the increased Commitments is not subscribed for
by the Lenders, the Borrower may, in its sole discretion, but with the consent
of the Administrative Agent as to any Person that is not at such time a Lender
(which consent shall not be unreasonably withheld), offer to any existing Lender
or to one or more additional banks or financial institutions the opportunity to
participate in all or a portion of such unsubscribed portion of the increased
Commitments pursuant to paragraph (b) or (c) below, as applicable.

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

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

         (d)      The effectiveness of any New Lender Agreement or Commitment
Increase Agreement shall be contingent upon receipt by the Administrative Agent
of such corporate resolutions of the Borrower and

                                       48
<PAGE>
legal opinions of counsel to the Borrower as the Administrative Agent shall
reasonably request with respect thereto, in each case, in form and substance
satisfactory to the Administrative Agent.

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

         (f)      Notwithstanding anything to the contrary in this Section 2.20,
(i) no increase pursuant to this Section 2.20 shall be effective without the
consent of the Required Lenders, (ii) no Lender shall have any obligation to
increase its Commitment unless it agrees to do so in its sole discretion and
(iii) the

                                       49
<PAGE>
aggregate amount by which the Commitments hereunder are increased pursuant to
this Section 2.20 shall not exceed $120,000,000.

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

         SECTION 2.21.     Extension of Stated Termination Date .(a) Not earlier
than 65 days prior to and not later than 45 days prior to the Stated Termination
Date then in effect, provided that no Event of Default shall have occurred and
be continuing, the Borrower may request an extension of such Stated Termination
Date by submitting to the Administrative Agent an Extension Request containing
the information in respect of such extension specified in Exhibit G, which the
Administrative Agent shall promptly furnish to each Lender. Each Lender shall,
by the later of (i) the date 30 days after its receipt from the Administrative
Agent of the applicable Extension Request and (ii) the date 30 days prior to the
Stated Termination Date, notify the Borrower and the Administrative Agent of its
election to extend or not extend the Stated Termination Date as requested in
such Extension Request. If the Required Lenders shall approve in writing the
extension of the Stated Termination Date requested in such Extension Request,
and unless the Borrower shall elect to give notice for a Term A Advance pursuant
to Section 2.01(b), the Stated Termination Date shall automatically and without
any further action by any Person be extended for an additional 364 days provided
that the Commitment of any Lender that does not consent in writing within the
period specified above (an "OBJECTING LENDER") shall, unless earlier terminated
in accordance with this Agreement, expire on the Stated Termination Date in
effect on the date of such Extension Request (such Stated Termination Date, if
any, referred to as the "COMMITMENT EXPIRATION DATE" with respect to such
Objecting Lender). If, within the period specified above, the Required Lenders
shall not approve in writing the extension of the Stated Termination Date
requested in an Extension Request, the Stated Termination Date shall not be
extended pursuant to such Extension Request. The Administrative Agent shall
promptly notify (y) the Lenders and the Borrower of any extension of the Stated
Termination Date pursuant to this Section

                                       50
<PAGE>
2.21 and (z) the Borrower of any Lender that becomes an Objecting Lender.

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

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

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

                                       51
<PAGE>
such Lender in immediately available funds the principal of and interest accrued
to the date of such payment on the Advances made by it hereunder and all other
amounts owed to it hereunder, including any amounts owing pursuant to Section
8.04(b), and, if the Borrower shall have so determined as specified above, the
"Advances" made by it under, and as defined in, the Long-Term Revolving Credit
Agreement and/or the Canadian Credit Agreement, as the case may be, and all
other amounts owed to it thereunder, including any amounts owing pursuant to the
provision of the Long-Term Revolving Credit Agreement and/or the Canadian Credit
Agreement, as the case may be, comparable to Section 8.04 hereof) and any
amounts that would be owing under such Section (or comparable provision) if such
Advances and "Advances" (as so defined) were prepaid on the date of such
assignment, and (B) such assignment does not conflict with any law, rule or
regulation or order of any governmental authority. Any assignee that becomes a
Lender as a result of such an assignment made pursuant to this paragraph (d)
shall be deemed to have consented to the applicable Extension Request and,
therefore, shall not be an Objecting Lender.

         SECTION 2.22.     Replacement of Lenders. If any Lender requests
compensation under Sections 2.07, 2.11 or 2.12 or if the Borrower is required to
pay any additional amount to any Lender or any taxing authority or other
authority for the account of any Lender pursuant to Section 2.15, or if any
Lender suspends the right of the Borrower to elect Eurodollar Rate Advances from
such Lender pursuant to Section 2.13, or if any Lender defaults in its
obligation to fund Advances hereunder, then the Borrower may, at its sole
expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance with
and subject to the restrictions contained in Section 8.07), all its interests,
rights and obligations under this Agreement (other than any outstanding B
Advances held by it) and, if the Borrower shall so determine in its sole
discretion, the Long-Term Revolving Credit Agreement and/or the Canadian Credit
Agreement, as the Borrower may determine in its sole discretion and specify by
notice to such Lender (other than "B Advances" under, and as defined in, the
Long-Term Revolving Credit Agreement and/or the Canadian Credit Agreement, as
the case may be) to an assignee that shall assume such obligations (which

                                       52
<PAGE>
assignee may be another Lender, if a Lender accepts such assignment); provided
that (i) the Borrower shall have received the prior written consent of the
Administrative Agent, which consent shall not unreasonably be withheld, (ii)
such Lender shall have received payment of an amount equal to the outstanding
principal of its Advances (other than B Advances) hereunder and, if the Borrower
shall have so determined as specified above, its "Advances" (other than "B
Advances") (each under and as defined in the Long-Term Revolving Credit
Agreement and/or the Canadian Credit Agreement, as the case may be), and all
accrued interest thereon, accrued fees, accrued costs in connection with
compensation under Sections 2.07, 2.11 or 2.12 or payments required to be made
pursuant to Section 2.15, if any, and all other amounts (other than B Advances)
payable to it hereunder and, if the Borrower shall have so determined as
specified above, under the Long-Term Revolving Credit Agreement and/or the
Canadian Credit Agreement, as the case may be, from the assignee (to the extent
of such outstanding principal and accrued interest and fees) or the Borrower (in
the case of all other amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Sections 2.07, 2.11 or 2.12 or
payments required to be made pursuant to Section 2.15, such assignment will
result in a reduction in such compensation or payments. A Lender shall not be
required to make any such assignment and delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the
Borrower to require such assignment and delegation cease to apply.

                                    ARTICLE 3
                     CONDITIONS OF EFFECTIVENESS AND LENDING

         SECTION 3.01.     Conditions Precedent to Effectiveness of the
Amendment and Restatement of this Agreement. The amendment and restatement of
this Agreement as of the Effective Date shall become effective when (i) it shall
have been executed by the Borrower, the Administrative Agent and JPMorgan, in
its capacity as Administrative Agent under this Agreement immediately prior to
the effectiveness of the amendment and restatement of this Agreement, (ii) the
Administrative Agent and the Borrower

                                       53
<PAGE>
either shall have been notified by each Initial Lender that such Initial Lender
has executed it or shall have received a counterpart of this Agreement executed
by such Initial Lender, and (iii) the Administrative Agent shall have received
the following, each dated the date of delivery thereof unless otherwise
specified below (which date shall be selected by the Borrower and be the same
for all documents and all Lenders), in form and substance satisfactory to the
Administrative Agent and (except for the Notes, if any) in sufficient copies for
each Lender:

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

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

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

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

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

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

                  The Borrower and the Initial Lenders agree that upon the
Effective Date the "Commitments" of

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

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

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

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

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

                                       55
<PAGE>
         SECTION 3.03.     Conditions Precedent to Each B Borrowing. The
obligation of each Lender which is to make a B Advance on the occasion of any B
Borrowing (including the initial B Borrowing) shall be subject to the further
conditions precedent that (i) at or before the time required by paragraph (iii)
of Section 2.19(a), the Administrative Agent shall have received the written
confirmatory notice of such B Borrowing contemplated by such paragraph, (ii) on
or before the date of such B Borrowing this Agreement shall have become
effective pursuant to Section 3.01, and (iii) on the date of such B Borrowing,
before and immediately after giving effect to such B Borrowing and to the
application of the proceeds therefrom, the following statements shall be true
and correct, and the giving by the Borrower of the applicable Notice of B
Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing
shall constitute its representation and warranty that on and as of the date of
such B Borrowing, before and immediately after giving effect thereto and to the
application of the proceeds therefrom, the following statements are true and
correct:

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

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

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

                                       56
<PAGE>
                                    ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

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

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

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

         (c)      No authorization or approval or other action by, and no notice
to or filing with, any governmental authority or regulatory body is required for
the due execution, delivery and performance by the Borrower of this Agreement or
the Notes, if any, which has not been duly made or obtained, except those (i)
required in the ordinary course to comply with ongoing covenant obligations of
the Borrower hereunder the performance of which is not yet due and (ii) that
will, in the ordinary course of business in accordance with this Agreement, be
duly made or obtained on or prior to the time or times the performance of such
obligations shall be due.

         (d)      This Agreement constitutes, and the Notes (if and when
delivered hereunder) shall constitute, legal, valid and binding obligations of
the Borrower enforceable against the Borrower in accordance with their
respective terms, except as may be limited by

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<PAGE>
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors rights generally or by general principles of equity.

         (e)      The consolidated balance sheet of the Borrower and its
consolidated Subsidiaries as at December 31, 2001 and the related consolidated
statements of income and cash flow for the fiscal year then ended, reported on
by PricewaterhouseCoopers LLC, independent public accountants, and the
consolidated balance sheet of the Borrower and its consolidated subsidiaries as
at September 30, 2002 and the related consolidated statements of income and cash
flow for the nine-month period then ended, certified by the chief financial
officer of the Borrower, copies of each of which have been furnished to the
Administrative Agent and the Initial Lenders, fairly present the consolidated
financial condition of the Borrower and such Subsidiaries as at December 31,
2001, and September 30, 2002, respectively, and the consolidated results of
their operations for such fiscal periods, subject in the case of the September
30, 2002 statements to normal year-end adjustments, all in accordance with
generally accepted accounting principles consistently applied. From September
30, 2002 to and including the Effective Date there has been no material adverse
change in such condition or results of operations.

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

         (g)      The Borrower and each consolidated Subsidiary have duly filed
all tax returns required to be filed, and duly paid and discharged all taxes,
assessments and governmental charges upon it or against its properties now due
and payable, the failure to file or pay which, as applicable, would have a
Material Adverse Effect, unless and to the

                                       58
<PAGE>
extent only that the same are being contested in good faith and by appropriate
proceedings by the Borrower or the appropriate Subsidiary.

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

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

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

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

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

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

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

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

                                    ARTICLE 5
                            COVENANTS OF THE BORROWER

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

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

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

         (c)      VISITATION RIGHTS. At such reasonable times and intervals as
the Administrative Agent or any of the Lenders (other than Designated Bidders)
may desire, permit the Administrative Agent or any of the Lenders (other than
Designated Bidders) to visit the Borrower and to discuss the affairs, finances,
accounts and mineral reserve performance of the Borrower and any of its
Subsidiaries with officers of the Borrower and independent certified public
accountants of the Borrower and any of its Subsidiaries, provided that if an
Event of Default, or an event which with the giving of notice or the

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

         (d)      BOOKS AND RECORDS. Keep, and cause each of its Subsidiaries to
keep, proper books of record and account, in which full and correct entries
shall be made of all financial transactions and the assets and business of the
Borrower and each Subsidiary in accordance with generally accepted accounting
principles either (i) consistently applied or (ii) applied in a changed manner
that does not, under generally accepted accounting principles or public
reporting requirements applicable to the Borrower, either require disclosure in
the consolidated financial statements of the Borrower and its consolidated
Subsidiaries or require the consent of the accountants which (as required by
Section 5.03(b)) report on such financial statements for the fiscal year in
which such change shall have occurred, or (iii) applied in a changed manner not
covered by clause (ii) above provided such change shall have been disclosed to
the Administrative Agent and shall have been consented to by the accountants
which (as required by Section 5.03(b)) report on the consolidated financial
statements of the Borrower and its consolidated Subsidiaries for the fiscal year
in which such change shall have occurred, provided that if any change referred
to in clause (ii) or (iii) above would not meet the standard set forth in clause
(i) or (ii) of Section 1.03, the Administrative Agent, the Lenders and the
Borrower agree to amend the covenants contained in Section 5.01 and 5.02 so that
the

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<PAGE>
relative protection afforded thereby to the Lenders and the relative flexibility
afforded thereby to the Borrower will in substance be retained after such
amendment, provided, however, that until such amendment becomes effective
hereunder, the covenants as set forth herein shall remain in full force and
effect and those accounting principles applicable to the Borrower and its
consolidated Subsidiaries which do meet the standards set forth in clause (i) or
(ii) of Section 1.03 shall be applied to determine whether or not the Borrower
is in compliance with such covenants.

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

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

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

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

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

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

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

                           (C)      Liens on Margin Stock;

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

                           (E)      Permitted Liens;

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

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

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

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

                           (2)      with respect to any such Debt created or
                  assumed by a consolidated Subsidiary that is either a
                  Subsidiary of the Borrower as of the Original Effective Date
                  or a Subsidiary of the Borrower acquired or created after the
                  Original Effective Date and owning a material

                                       64
<PAGE>
                  portion of the consolidated operating assets existing at the
                  Original Effective Date of the Borrower and its Subsidiaries,
                  the aggregate amount of Debt of the consolidated Subsidiaries
                  of the Borrower referred to above in this paragraph (2) owing
                  to Persons other than the Borrower and its consolidated
                  Subsidiaries is less than the greater of (i) $500,000,000
                  (exclusive of public Debt of LL&E existing at the time LL&E
                  became a Subsidiary, the principal amount of which at such
                  time was approximately $400,000,000, and any refinancing of
                  such Debt, in a principal amount not to exceed the principal
                  amount refinanced) and (ii) 30% of Consolidated Tangible Net
                  Worth as at the date of incurrence or creation of such Debt.

         (c)      SALE, ETC. OF ASSETS. Sell, lease or otherwise transfer, or
permit any Material Subsidiary to sell, lease or otherwise transfer (in either
case, whether in one transaction or in a series of transactions, and except, in
either case, to the Borrower or an entity which after giving effect to such
transfer will be or become a Material Subsidiary in which the Borrower's direct
or indirect Equity Interests will be at least as great as its direct or indirect
Equity Interests in the transferor immediately prior thereto, and except as
permitted by Section 5.02(d)), assets constituting all or substantially all of
the consolidated assets of the Borrower and its Material Subsidiaries, provided
that, notwithstanding the foregoing, the Borrower or any Material Subsidiary may
sell, lease or otherwise transfer any Permitted Assets constituting all or
substantially all of the consolidated assets of the Borrower and its Material
Subsidiaries, so long as (A) such Permitted Assets are sold, leased or otherwise
transferred in exchange for other Permitted Assets and/or (B) the proceeds from
such sale, lease or other transfer, or an amount equal to the proceeds thereof,
are (x) reinvested within one year from the date of receipt thereof in Permitted
Assets and/or the development of Permitted Assets and/or (y) used to repay Debt
the proceeds of which were or are being used for investment in, and/or the
development of, Permitted Assets; provided further that, no such sale, lease or
other transfer shall be permitted by

                                       65
<PAGE>
the foregoing proviso unless either (1) after giving effect to such sale, lease
or other transfer, no Event of Default, and no event which with lapse of time or
the giving of notice, or both, would constitute an Event of Default, shall have
occurred and be continuing or (2) the Borrower or the relevant Material
Subsidiary, as the case may be, was contractually obligated, prior to the
occurrence of such Event of Default or event, to consummate such sale, lease or
other transfer.

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

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

                           (ii)     the Borrower or any Material Subsidiary may
                  merge, amalgamate or consolidate with any other Business
                  Entity (that is, in addition to the Borrower or any other
                  Subsidiary), provided that (A) if the

                                       66
<PAGE>
                  Borrower merges, amalgamates or consolidates with any such
                  other Business Entity(ies), the survivor or successor Business
                  Entity is the Borrower, (B) if any Material Subsidiary merges,
                  amalgamates or consolidates with any such other Business
                  Entity, each surviving or successor Business Entity is a
                  directly or indirectly wholly-owned Subsidiary, and (C) if
                  either the Borrower or any Material Subsidiary merges,
                  amalgamates or consolidates with any such other Business
                  Entity, after giving effect to such merger, amalgamation or
                  consolidation no Event of Default, and no event which with
                  lapse of time or the giving of notice, or both, would
                  constitute an Event of Default, shall have occurred and be
                  continuing.

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

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

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

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

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<PAGE>
         (c)      within 120 days after the close of each of the Borrower's
fiscal years, a certificate of the chief financial officer of the Borrower
stating (i) whether or not such officer has knowledge of the occurrence of any
Event of Default which is continuing hereunder or of any event not theretofore
remedied which with notice or lapse of time or both would constitute such an
Event of Default and, if so, stating in reasonable detail the facts with respect
thereto, (ii) all relevant facts in reasonable detail to evidence, and the
computations as to, whether or not the Borrower is in compliance with the
requirements set forth in subsection (b) of Section 5.02 and (iii) a listing of
all Material Subsidiaries and consolidated Subsidiaries of the Borrower showing
the extent of its direct and indirect holdings of their Equity Interests;

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

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

         (f)      promptly in writing, notice of all litigation and of all
proceedings before any governmental or regulatory agencies against or involving
the Borrower or any Material Subsidiary, except any litigation or proceeding
which in the reasonable judgment of the Borrower (taking into account the
exhaustion of all appeals) is not likely to have a material adverse effect on
the consolidated financial condition of the Borrower and its consolidated
Subsidiaries taken as a whole;

         (g)      within three Business Days after an executive officer of the
Borrower obtains knowledge of the occurrence of any Event of Default which is
continuing or of any event not theretofore remedied which with notice or lapse
of time, or both, would constitute an Event of Default, notice of such

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<PAGE>
occurrence together with a detailed statement by a responsible officer of the
Borrower of the steps being taken by the Borrower or the appropriate Subsidiary
to cure the effect of such event;

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

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

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

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

         (l)      as soon as practicable but in any event within 60 days of any
notice of request therefor, such other information respecting the financial

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<PAGE>
condition and results of operations of the Borrower or any Subsidiary as any
Lender through the Administrative Agent may from time to time reasonably
request.

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

                                    ARTICLE 6
                                EVENTS OF DEFAULT

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

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

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

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

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

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

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

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<PAGE>
above sought in such proceeding (including the entry of an order for relief
against it or the appointment of a receiver, trustee, custodian or other similar
official for it or any substantial part of its property) shall occur; or (iv)
the Borrower or any such Subsidiary shall take any corporate action to authorize
any of the actions set forth above in this subsection (e); or

         (f)      Any judgment or order for the payment of money in excess the
greater of (i) $100,000,000 and (ii) 3% of Consolidated Tangible Net Worth at
such time shall be rendered against the Borrower or any Material Subsidiary and
either (i) enforcement proceedings shall have been commenced and are continuing
or have been completed by any creditor upon such judgment or order (other than
any enforcement proceedings consisting of the mere obtaining and filing of a
judgment lien or obtaining of a garnishment or similar order so long as no
foreclosure, levy or similar process in respect of such lien, or payment over in
respect of such garnishment or similar order, has commenced and is continuing or
has been completed) or (ii) there shall be any period of 30 consecutive days
during which a stay of execution or enforcement proceedings (other than those
referred to in the parenthesis in clause (i) above) in respect of such judgment
or order, by reason of a pending appeal, bonding or otherwise, shall not be in
effect; or

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

         (h)      The Borrower or any ERISA Affiliate shall have been notified
by the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability
to such Multiemployer Plan in an amount which, when

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<PAGE>
aggregated with all other amounts required to be paid to Multiemployer Plans in
connection with Withdrawal Liabilities (determined as of the date of such
notification), exceeds $50,000,000; or

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

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

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

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

                                    ARTICLE 7
                            THE ADMINISTRATIVE AGENT

         SECTION 7.01.     Authorization and Action. Each Lender hereby appoints
and authorizes the Administrative Agent to take such action as agent on its
behalf and to exercise such powers under this Agreement as are delegated to the
Administrative Agent by the terms hereof, together with such powers as are
reasonably incidental thereto. As to any matters not expressly provided for by
this Agreement (including enforcement of this Agreement or collection of the
Notes), the Administrative Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Majority Lenders, and such instructions shall be
binding upon all Lenders and all holders of Notes; provided, however, that the
Administrative Agent shall not be required to take any action which exposes the
Administrative Agent to personal liability or which is contrary to this
Agreement or applicable law. The Administrative Agent agrees to give to each
Lender prompt notice of

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<PAGE>
each notice given to it by the Borrower pursuant to the terms of this Agreement.
Nothing in this Agreement shall impose upon any Co-Syndication Agent or
Co-Documentation Agent, in its capacity as such, any duty or liability
whatsoever.

         SECTION 7.02.     Administrative Agent's Reliance, Etc.. Neither the
Administrative Agent nor any of its directors, officers, agents or employees
shall be liable for any action taken or omitted to be taken by it or them under
or in connection with this Agreement, except for its or their own gross
negligence or willful misconduct. Without limitation of the generality of the
foregoing, the Administrative Agent: (i) may treat the payee of any Note as the
holder thereof until the Administrative Agent receives and accepts an Assignment
and Acceptance entered into by the Lender which is the payee of such Note, as
assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07;
(ii) may consult with legal counsel (including counsel for the Borrower),
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (iii) makes
no warranty or representation to any Lender and shall not be responsible to any
Lender for any statements, warranties or representations (whether written or
oral) made in or in connection with this Agreement; (iv) shall not have any duty
to ascertain or to inquire as to the performance or observance of any of the
terms, covenants or conditions of this Agreement on the part of the Borrower or
to inspect the property (including the books and records) of the Borrower; (v)
shall not be responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement or
any other instrument or document furnished pursuant hereto; and (vi) shall incur
no liability under or in respect of this Agreement by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telegram,
telecopy, cable or telex) believed by it to be genuine and signed or sent by the
proper party or parties.

         SECTION 7.03.     JPMorgan and Affiliates. With respect to its
Commitments, the Advances made by it and the Notes issued to it, JPMorgan shall
have the

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

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

         SECTION 7.05.     Indemnification. THE LENDERS (OTHER THAN THE
DESIGNATED BIDDERS) AGREE TO INDEMNIFY THE ADMINISTRATIVE AGENT (TO THE EXTENT
NOT REIMBURSED BY THE BORROWER), RATABLY ACCORDING TO THE RESPECTIVE PRINCIPAL
AMOUNTS OF THE ADVANCES THEN HELD BY EACH OF THEM (OR IF NO ADVANCES ARE AT THE
TIME OUTSTANDING OR IF ANY ADVANCES ARE HELD BY PERSONS WHICH ARE NOT LENDERS,
RATABLY ACCORDING TO THE RESPECTIVE AMOUNTS OF THEIR COMMITMENTS OR THE
RESPECTIVE AMOUNTS OF THEIR COMMITMENTS IMMEDIATELY PRIOR TO TERMINATION IF THE
COMMITMENTS HAVE BEEN TERMINATED), FROM AND AGAINST ANY AND ALL LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS,
EXPENSES AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED
ON, INCURRED BY, OR ASSERTED AGAINST THE ADMINISTRATIVE AGENT IN ANY WAY
RELATING TO OR ARISING OUT OF THIS AGREEMENT, ANY OF THE NOTES OR ANY OTHER
INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO OR IN CONNECTION HEREWITH, OR
ANY ACTION TAKEN OR OMITTED BY THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT, OR
ANY OF THE NOTES OR

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<PAGE>
ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO OR IN CONNECTION
HEREWITH; PROVIDED THAT NO LENDER SHALL BE LIABLE FOR ANY PORTION OF SUCH
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
COSTS, EXPENSES OR DISBURSEMENTS RESULTING FROM THE ADMINISTRATIVE AGENT'S GROSS
NEGLIGENCE OR WILFUL MISCONDUCT. Without limitation of the foregoing, each
Lender (other than the Designated Bidders) agrees to reimburse the
Administrative Agent promptly upon demand for such Lender's ratable share of any
reasonable out-of-pocket expenses (including counsel fees) incurred by the
Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings, in bankruptcy or insolvency proceedings, or
otherwise) of, or legal advice in respect of rights or responsibilities under,
this Agreement, any of the Notes or any other instrument or document furnished
pursuant hereto or in connection herewith to the extent that the Administrative
Agent acts in its capacity as Administrative Agent and is not reimbursed for
such expenses by the Borrower.

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

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

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

                                    ARTICLE 8
                                  MISCELLANEOUS

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

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<PAGE>
on, the Advances or any facility fees or utilization fees hereunder, (e) change
the percentage of the Commitments or of the aggregate unpaid principal amount of
the Advances, which shall be required for the Lenders or any of them to take any
action under this Agreement, or (f) amend this Section 8.01; and, provided
further that no amendment, waiver or consent shall, unless in writing and signed
by the Administrative Agent in addition to the Lenders required hereinabove to
take such action, affect the rights or duties of the Administrative Agent under
this Agreement or any Note.

         SECTION 8.02.     Notices, Etc.. Except as otherwise provided in
Section 2.02(a) or 2.10(ii), all notices and other communications provided for
hereunder shall be in writing and mailed by certified mail, return receipt
requested and postage prepaid, or telecopied, telefaxed or otherwise
teletransmitted, or delivered, if to the Borrower, at 5051 Westheimer, Suite
1400, Houston, Texas 77056, Attention: Treasurer, Telefax: (713) 624-9627; if to
any Initial Lender, at its Domestic Lending Office set forth in such Initial
Lender's Administrative Questionnaire; if to any other Lender at its Domestic
Lending Office specified in the Assignment and Acceptance or Commitment Increase
Agreement pursuant to which it became a Lender or at the address for notices
specified in the Designation Agreement pursuant to which it became a party
hereto; if to the Administrative Agent, in care of JPMorgan Chase Bank, Agency
Services, One Chase Manhattan Plaza, 8th Floor, New York, NY 10081, Attention:
Muniram Appanna, Telefax: (212) 552-3295, with a copy to JPMorgan Chase Bank, at
600 Travis Street, 20th Floor, Houston, TX 77002, Attention: Russell Johnson,
Telefax: (713) 216-8870; and if to the Auction Administrative Agent, at JPMorgan
Chase Bank, Agency Services, at One Chase Manhattan Plaza, 8th Floor, New York,
NY 10081, Attention: Christopher Consomer, Telefax: (212) 552-5627; or, as to
each party, at such other address as shall be designated by such party in a
written notice to the other parties. All such notices and communications shall
be effective, (a) in the case of any notice or communication given by certified
mail, when receipted for, (b) in the case of any notice or communication given
by telecopy, telefax or other teletransmission, when confirmed by appropriate
answerback, in each case addressed as aforesaid, and (c) in the case of any
notice or communication delivered by hand or courier, when so delivered,

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except that notices and communications to the Administrative Agent pursuant to
Article 2 or 7 shall not be effective until received by the Administrative
Agent. A notice received by the Administrative Agent or a Lender by telephone
pursuant to Section 2.02(a) or 2.10(ii) shall be effective if the Administrative
Agent or Lender believes in good faith that it was given by an authorized
representative of the Borrower and acts pursuant thereto, notwithstanding the
absence of written confirmation or any contradictory provision thereof.

         SECTION 8.03.     No Waiver; Remedies. No failure on the part of any
Lender or the Administrative Agent to exercise, and no delay in exercising, any
right hereunder or under any Note shall operate as a waiver thereof; nor shall
any single or partial exercise of any right hereunder or under any Note preclude
any other or further exercise thereof or the exercise of any other right. The
remedies herein provided are cumulative and not exclusive of any remedies
provided by law.

         SECTION 8.4.      Costs and Expenses; Indemnity.

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

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<PAGE>
Agreement, the Notes and the other documents to be delivered hereunder and
thereunder.

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

         (c)      THE BORROWER AGREES TO INDEMNIFY AND HOLD HARMLESS THE
ADMINISTRATIVE AGENT, THE ARRANGER AND EACH LENDER FROM AND AGAINST ANY AND ALL
CLAIMS, DAMAGES, LIABILITIES AND EXPENSES (INCLUDING FEES AND DISBURSEMENTS OF
COUNSEL) WHICH MAY BE INCURRED BY OR ASSERTED AGAINST THE ADMINISTRATIVE AGENT,
THE ARRANGER OR SUCH LENDER IN CONNECTION WITH OR ARISING OUT OF ANY
INVESTIGATION, LITIGATION, OR PROCEEDING (WHETHER OR NOT THE ADMINISTRATIVE
AGENT, THE ARRANGER OR SUCH LENDER IS PARTY THERETO) RELATED TO ANY ACQUISITION
OR PROPOSED ACQUISITION BY THE BORROWER, OR BY ANY SUBSIDIARY OF THE BORROWER,
OF ALL OR ANY PORTION OF THE EQUITY INTERESTS IN, OR SUBSTANTIALLY ALL THE
ASSETS OF, ANY PERSON OR ANY USE OR PROPOSED USE OF THE ADVANCES BY THE BORROWER
(EXCLUDING ANY CLAIMS, DAMAGES, LIABILITIES OR EXPENSES INCURRED BY REASON OF
THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY TO BE INDEMNIFIED OR ITS
EMPLOYEES OR ADMINISTRATIVE AGENTS, OR BY REASON OF ANY USE OR DISCLOSURE OF
INFORMATION RELATING TO ANY SUCH ACQUISITION OR USE OR PROPOSED USE OF THE
PROCEEDS BY THE PARTY TO BE INDEMNIFIED OR ITS EMPLOYEES OR ADMINISTRATIVE
AGENTS).

                                       82
<PAGE>
         SECTION 8.05.     Right of Set-off. Upon the declaration of the
Advances as due and payable pursuant to the provisions of Section 6.01, each
Lender is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by such Lender to or for the credit or the
account of the Borrower against any and all of the obligations of the Borrower
now or hereafter existing under this Agreement and any Note held by such Lender,
irrespective of whether or not such Lender shall have made any demand under this
Agreement or such Note and although such obligations may be unmatured. Each
Lender agrees promptly to notify the Borrower after any such set-off and
application made by such Lender, provided that the failure to give such notice
shall not affect the validity of such set-off and application. The rights of
each Lender under this Section 8.05 are in addition to other rights and remedies
(including other rights of set-off) which such Lender may have.

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

         SECTION 8.07.     Assignments and Participations.

         (a)      Each Lender (other than a Designated Bidder) may assign to one
or more banks or other entities all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitment, the A
Advances owing to it and the Note or Notes held by it); provided, however, that
each such assignment shall be to an Eligible Assignee, and the parties to each
such assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together
with any Note or Notes subject to such assignment and, except in the case of an
assignment to a Lender Affiliate, a

                                       83
<PAGE>
processing and recordation fee of $3,000, and shall send to the Borrower an
executed counterpart of such Assignment and Acceptance, and provided further,
however, that (i) the sum of (x) the amount of the Commitment of the assigning
Lender being assigned to the assignee pursuant to each such assignment
(determined as of the date of the Assignment) plus (y) the amount of the
"Commitment" of the assigning Lender under the Long-Term Revolving Credit
Agreement and/or the Canadian Credit Agreement contemporaneously assigned by
such assigning Lender to such assignee as contemplated by clause (iii) of this
sentence must be equal to or greater than $25,000,000, or if less, the entire
amount of such assigning Lender's "Commitment" (unless the Borrower and the
Administrative Agent shall otherwise consent, which consent may be withheld for
any reason) and must be an integral multiple of $1,000,000, (ii) any assignment
to a Lender Affiliate will not relieve the assigning Lender of its obligation to
make Advances hereunder timely in accordance with the terms hereof in the event
such Lender Affiliate shall fail to do so and (iii) except in the case of an
assignment to a Lender Affiliate or as required by the Borrower pursuant Section
2.21(d) or 2.22, each such assignment shall be of a constant, and not a varying,
percentage of all such Lender's rights and obligations under this Agreement
(other than any right to make B Advances, any B Advances or any Notes) and the
same constant percentage of all such Lender's rights and obligations, if any,
under the Long-Term Revolving Credit Agreement and the Canadian Credit Agreement
unless the Long-Term Revolving Credit Agreement or the Canadian Agreement, as
the case may be, has been terminated, shall be contemporaneously assigned by
such assigning Lender to the same assignee pursuant to Section 8.07(a) of the
Long-Term Revolving Credit Agreement and Section 9.07(a) of the Canadian Credit
Agreement. Upon the execution, delivery, acceptance and recording of each
Assignment and Acceptance by the parties thereto, from and after the effective
date specified in such Assignment and Acceptance, (x) the assignee thereunder
shall be a party hereto and, to the extent that rights and obligations hereunder
have been assigned to it pursuant to such Assignment and Acceptance, have the
rights and obligations of a Lender hereunder and (y) except as otherwise
provided in clause (ii) above, the Lender assignor thereunder shall, to the
extent that rights and obligations hereunder have been assigned by it

                                       84
<PAGE>
pursuant to such Assignment and Acceptance, relinquish its rights and be
released from its obligations under this Agreement (and, except in the
circumstances contemplated by clause (ii) above, in the case of an Assignment
and Acceptance covering all or the remaining portion of an assigning Lender's
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto, provided, however, that such assigning Lender shall retain any
claim with respect to any fee, interest, cost, expense or indemnity which
accrues, or relates to an event that occurs, prior to the date of such
assignment pursuant to Section 2.03, 2.06, 2.07, 2.11, 2.12, 2.15 or 8.04).

         (b)      By executing and delivering an Assignment and Acceptance, each
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished pursuant
hereto; (ii) such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrower or the performance or observance by the Borrower of any of its
obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such assignee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Section 4.01 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and without
reliance upon the Administrative Agent, such assigning Lender or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement; (v) such assignee confirms that it is (subject to
approval in writing by the Borrower and the Administrative Agent to the extent
required) an Eligible Assignee; (vi) such assignee appoints and authorizes the
Administrative Agent to take such

                                       85
<PAGE>
action as agent on its behalf and to exercise such powers under this Agreement
as are delegated to the Administrative Agent by the terms hereof, together with
such powers as are reasonably incidental thereto; and (vii) such assignee agrees
that it will perform in accordance with their terms all of the obligations which
by the terms of this Agreement are required to be performed by it as a Lender.

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

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

                                       86
<PAGE>
         (e)      Each Lender (other than a Designated Bidder) may designate one
or more banks or other entities to have a right to make B Advances as a Lender
pursuant to Section 2.19; provided that (i) such Lender shall have obtained the
written consent of the Administrative Agent and the Borrower, such consent not
to be unreasonably withheld, (ii) no such Lender shall be entitled to make more
than two such designations, (iii) each such Lender making one or more of such
designations shall retain the right to make B Advances as a Lender pursuant to
Section 2.19, (iv) each such designation shall be to a Designated Bidder and (v)
the parties to each such designation shall execute and deliver to the
Administrative Agent, for its acceptance and recording in the Register, a
Designation Agreement. Upon such execution, delivery, acceptance and recording,
from and after the effective date specified in each Designation Agreement, the
designee thereunder shall be a party hereto with a right to make B Advances as a
Lender pursuant to Section 2.19 and the obligations related thereto.

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

                                       87
<PAGE>
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement; (v) such designee confirms
that it is a Designated Bidder; (vi) such designee appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement as are delegated to the Administrative Agent by
the terms hereof, together with such powers as are reasonably incidental
thereto, and (vii) such designee agrees that it will perform in accordance with
their terms all of the obligations which by the terms of this Agreement are
required to be performed by it as a Lender.

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

         (h)      Each Lender may sell participations to one or more banks or
other entities in or to all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment, and the Advances
owing to it and the Note or Notes held by it); provided, however, that (i) such
Lender's obligations under this Agreement (including its Commitment to the
Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) such Lender shall remain the holder of any such Note for all purposes of
this Agreement, (iv) the Borrower, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement, (v)
such Lender shall continue to be able to agree to any modification or amendment
of this Agreement or any waiver hereunder without the consent, approval or vote
of any such participant or group of participants, other than modifications,
amendments and waivers which (A) postpone any date fixed for any payment of, or
reduce any payment of, principal of or interest on such Lender's Advances or any
facility fees or utilization fees payable under this Agreement, or (B) increase
the amount of such

                                       88
<PAGE>
Lender's Commitment in a manner which would have the effect of increasing the
amount of a participant's participation, or (C) reduce the interest rate payable
under this Agreement and such Lender's Advances, or (D) consent to the
assignment or the transfer by the Borrower of any of its rights and obligations
under the Agreement, and (vi) except as contemplated by the immediately
preceding clause (v), no participant shall be deemed to be or to have any of the
rights or obligations of a "Lender" hereunder.

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

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

         SECTION 8.08.     Confidentiality. Each Lender and the Administrative
Agent (each, a "PARTY") agrees that it will use its best reasonable efforts not
to disclose, without the prior consent of the Borrower (other than to its, or
its Affiliates, employees, auditors, accountants, counsel or other
representatives, whether existing at the Original Effective Date or any
subsequent time), any information with respect to the Borrower which is
furnished pursuant to this Agreement, provided that any party may disclose any
such information (i) as has become generally available to the public,

                                       89
<PAGE>
(ii) as may be required or appropriate in any report, statement or testimony
submitted to any municipal, state or Federal regulatory body having or claiming
to have jurisdiction over such party or to the Board of Governors of the Federal
Reserve System or the Federal Deposit Insurance Corporation or similar
organizations (whether in the United States or elsewhere) or their successors,
(iii) as may be required or appropriate in response to any summons or subpoena
or in connection with any litigation or regulatory proceeding, (iv) in order to
comply with any law, order, regulation or ruling applicable to such party, or
(v) to any prospective assignee, designee or participant in connection with any
contemplated assignment of any rights or obligations hereunder, any designation
or any sale of any participation therein, by such party pursuant to Section
8.07, if such prospective assignee, designee or participant, as the case may be,
executes an agreement with the Borrower containing provisions substantially
similar to those contained in this Section 8.08; provided, however, that the
Borrower acknowledges that the Administrative Agent has disclosed and may
continue to disclose such information as the Administrative Agent in its sole
discretion determines is appropriate to the Lenders from time to time.

         SECTION 8.09.     Consent to Jurisdiction.

         (a)      The Borrower hereby irrevocably submits to the jurisdiction of
any New York State or Federal court sitting in New York City and any appellate
court from any thereof in any action or proceeding by the Administrative Agent,
the Arranger, any Lender or the holder of any Note in respect of, but only in
respect of, any claims or causes of action arising out of or relating to this
Agreement or the Notes (such claims and causes of action, collectively, being
"PERMITTED CLAIMS"), and the Borrower hereby irrevocably agrees that all
Permitted Claims may be heard and determined in such New York State court or in
such Federal court. The Borrower hereby irrevocably waives, to the fullest
extent it may effectively do so, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any aforementioned court in respect
of Permitted Claims. Service of the summons and complaint and any other process
which may be served by the Administrative Agent, the Arranger, any Lender or the
holder of any Note on the Borrower in

                                       90
<PAGE>
any such action or proceeding in any aforementioned court in respect of
Permitted Claims may be made by delivering separate copies of such process to
the Borrower by courier and by certified mail (return receipt requested), fees
and postage prepaid at the Borrower's address specified pursuant to Section
8.02, to the attention of each of the Treasurer and the Executive Vice
President, Law. The Borrower agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.

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

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

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

         SECTION 8.12.     WAIVER OF JURY TRIAL. THE BORROWER, THE
ADMINISTRATIVE AGENT, AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT, ANY OF

                                       91
<PAGE>
THE NOTES OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO OR IN
CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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

                                       92
<PAGE>
                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

                                                BURLINGTON RESOURCES INC.

                                                By: /s/ DANIEL D. HAWK
                                                   ---------------------------
                                                   Daniel D. Hawk
                                                   Vice President and
                                                   Treasurer

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

                                                By: /s/ RUSSELL A. JOHNSON
                                                   ---------------------------
                                                   Name:  Russell A. Johnson
                                                   Title: Vice President
<PAGE>
                                                    SIGNATURE PAGE TO
                                                    BURLINGTON RESOURCES INC.
                                                    SHORT TERM REVOLVING
                                                    CREDIT AGREEMENT
                                                    DATED AS OF DECEMBER 5, 2002


        NAME OF INSTITUTION: BARCLAYS BANK PLC
        By:  /s/ NICHOLAS A. BELL
        Name:  Nicholas A. Bell
        Title: Director, Loan Transaction Management

        NAME OF INSTITUTION: BNP PARIBAS
        By:  /s/ BRIAN M. MALONE
        Name:  Brian M. Malone
        Title: Managing Director

        By:  /s/ POLLY SCHOTT
        Name:  Polly Schott
        Title: Vice President


        NAME OF INSTITUTION: CITIBANK, NA
        By:  /s/ AMY K. PINCU
        Name:  Amy K. Pincu
        Title: Attorney-in-Fact

        NAME OF INSTITUTION: CREDIT SUISSE FIRST BOSTON
        By:  /s/ JAMES P. MORGAN
        Name:  James P. Morgan
        Title: Director

        By:  /s/ IAN W. NALITT
        Name:  Ian W. Nalitt
        Title: Associate



        NAME OF INSTITUTION: FLEET NATIONAL BANK
        By:  /s/ ALLISON I. ROSSI
        Name:  Allison I. Rossi
        Title: Director
<PAGE>
                                                    SIGNATURE PAGE TO
                                                    BURLINGTON RESOURCES INC.
                                                    SHORT TERM REVOLVING
                                                    CREDIT AGREEMENT
                                                    DATED AS OF DECEMBER 5, 2002


        NAME OF INSTITUTION: JPMORGAN CHASE BANK
        By:  /s/ RUSSELL A. JOHNSON
        Name:  Russell A. Johnson
        Title: Vice President


        NAME OF INSTITUTION: MELLON BANK, N.A.
        By:  /s/ ROGER E. HOWARD
        Name:  Roger E. Howard
        Title: Vice President


        NAME OF INSTITUTION: MERRILL LYNCH CAPITAL CANADA
        By:  /s/ SUSAN RIMMER
        Name:  Susan Rimmer
        Title: Vice President


        NAME OF INSTITUTION: MORGAN STANLEY BANK
        By:  /s/ JAAP L. TONCKENS
        Name:  Jaap L. Tonckens
        Title: Vice President, Morgan Stanley Bank


        NAME OF INSTITUTION: ROYAL BANK OF CANADA
        By:  /s/ LORNE GARTNER
        Name:  Lorne Gartner
        Title: Vice President


        NAME OF INSTITUTION: THE ROYAL BANK OF SCOTLAND PLC
        By:  /s/ PAUL MCDONAGH
        Name:  Paul McDonagh
        Title: Sr. Vice President


        NAME OF INSTITUTION: WACHOVIA BANK, NATIONAL ASSOCIATION
        By:  /s/ PHILIP TRINDER
        Name:  Philip Trinder
        Title: Vice President


<PAGE>


                                                    SIGNATURE PAGE TO
                                                    BURLINGTON RESOURCES INC.
                                                    SHORT TERM REVOLVING
                                                    CREDIT AGREEMENT
                                                    DATED AS OF DECEMBER 5, 2002


        NAME OF INSTITUTION: ABN AMRO BANK, N.V.
        By:  /s/ FRANK R. RUSSO, JR.
        Name:  Frank R. Russo, Jr.
        Title: Group Vice President

        By:  /s/ JEFFERY G. WHITE
        Name:  Jeffery G. White
        Title: Vice President



        NAME OF INSTITUTION: BANK OF AMERICA, N.A.
        By:  /s/ RICHARD L. STEIN
        Name:  Richard L. Stein
        Title: Principal


        NAME OF INSTITUTION: THE BANK OF NEW YORK
        By:  /s/ PETER W. KELLER
        Name:  Peter W. Keller
        Title: Vice President


        NAME OF INSTITUTION: THE BANK OF NOVA SCOTIA
        By:  /s/ N. BELL
        Name:  N. Bell
        Title: Senior Manager


        NAME OF INSTITUTION: THE BANK OF TOKYO-MITSUBISHI, LTD.
        By:  /s/ JOHN W. MCGHEE
        Name:  John W. McGhee
        Title: Vice President and Manager


        NAME OF INSTITUTION: BANK ONE, N.A. (MAIN OFFICE CHICAGO)
        By:  /s/ THOMAS OKAMOTO
        Name:  Thomas Okamoto
        Title: Associate Director

<PAGE>


                                                    SIGNATURE PAGE TO
                                                    BURLINGTON RESOURCES INC.
                                                    SHORT TERM REVOLVING
                                                    CREDIT AGREEMENT
                                                    DATED AS OF DECEMBER 5, 2002


        NAME OF INSTITUTION: WELLS FARGO BANK TEXAS, N.A.
        By:  /s/ PAUL A. SQUIRES
        Name:  Paul A. Squires
        Title: Vice President

<PAGE>
                                                                      SCHEDULE I

                              MATERIAL SUBSIDIARIES

Burlington Resources Canada Ltd.
Canadian Hunter Exploration Ltd.
The Louisiana Land and Exploration Company
Burlington Resources Oil & Gas Company LP
BROG GP Inc.
BROG LP Inc.
Burlington Resources Canada Partnership
<PAGE>
                                                                     SCHEDULE II

                                  PRICING GRID

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                       LEVEL I         LEVEL II          LEVEL III         LEVEL IV          LEVEL V             LEVEL VI
----------------------------------------------------------------------------------------------------------------------------
<S>                <C>               <C>               <C>               <C>               <C>                  <C>
Basis for          If the            If the            If the            If the            If the               If Levels
Pricing            Borrower's        Borrower's        Borrower's        Borrower's        Borrower's           I-V do not
                   senior            senior            senior            senior            senior               apply.
                   unsecured long    unsecured         unsecured         unsecured         unsecured
                   term debt is      long term         long term         long term         long term
                   rated at least    debt is rated     debt is rated     debt is rated     debt is rated
                   A by S&P or A2    at least A-       at least BBB+     at least BBB      at least BBB-
                   by Moody's.       by S&P or A3      by S&P or         by S&P or         by S&P or
                                     by Moody's.       Baa1 by           Baa2 by           Baa3 by
                                                       Moody's.          Moody's.          Moody's.
----------------------------------------------------------------------------------------------------------------------------
Facility Fee
Percentage            .060%            .080%              .100%             .125%             .150%               .200%
----------------------------------------------------------------------------------------------------------------------------
LIBOR
Applicable
Margin                .290%            .320%              .400%             .475%             .700%               .800%
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
Commitments                                     The Initial Lenders
-----------                                     -------------------
<S>                                         <C>
$30,000,000.00                              JP Morgan Chase Bank
$30,000,000.00                              Citibank, N.A.
$30,000,000.00                              Fleet National Bank
$30,000,000.00                              Bank of America, N.A.
$30,000,000.00                              The Bank of Nova Scotia
$24,148,571.40                              Bank of Tokyo-Mitsubishi, Ltd.
$24,148,571.40                              Barclays Bank plc
$24,148,571.40                              BNP Paribas
$24,148,571.40                              The Royal Bank of Scotland plc
$24,148,571.40                              Wachovia Bank, National
Association
$20,000,000.00                              Merrill Lynch Capital Canada Inc.
$20,000,000.00                              Morgan Stanley Bank
$14,285,714.30                              ABN Amro Bank, N.V.
$14,285,714.30                              The Bank of New York
$14,285,714.30                              Bank One, NA
$14,285,714.30                              Royal Bank of Canada
$14,285,714.30                              Wells Fargo Bank
$9,257,142.90                               Credit Suisse First Boston
$8,571,428.60                               Mellon Bank, N.A.
=============

$400,000,000.00
</TABLE>