exv10w1



 






EXHIBIT 10.1




[EXECUTION COPY]




 









CREDIT AGREEMENT




dated as of April 4, 2005




among




NOBLE ENERGY, INC.,



as the Borrower,




JPMORGAN CHASE BANK, N.A.,

as the Administrative Agent for the Lenders,




WACHOVIA BANK, NATIONAL ASSOCIATION

and

THE ROYAL BANK OF SCOTLAND PLC,

as the Co-Syndication Agents for the Lenders,




DEUTSCHE BANK SECURITIES INC.




and

CITIBANK, N.A.,

as the Co-Documentation Agents for the Lenders,




and




CERTAIN COMMERCIAL LENDING INSTITUTIONS,

as the Lenders














J.P. MORGAN SECURITIES INC.,

as Sole Lead Arranger and Sole Bookrunner




 




 









 








CREDIT AGREEMENT




     THIS CREDIT AGREEMENT, dated as of April 4, 2005 (as may be amended, restated, supplemented or
otherwise modified from time to time, this “Agreement”), is among NOBLE ENERGY, INC., a
Delaware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A. (“JPMCB”), as
administrative agent (JPMCB in such capacity, together with any successor(s) thereto in such
capacity, the “Administrative Agent”), WACHOVIA BANK, NATIONAL ASSOCIATION and THE ROYAL
BANK OF SCOTLAND PLC, as co-syndication agents (in such capacity, together with any successor(s)
thereto in such capacity, individually, a “Co-Syndication Agent” and, collectively, the
“Co-Syndication Agents”), DEUTSCHE BANK SECURITIES INC. and CITIBANK, N.A., as
co-documentation agents (in such capacity, together with any successor(s) thereto in such capacity,
individually, a “Co-Documentation Agent” and, collectively, the “Co-Documentation
Agents”), and certain commercial lending institutions as are or may become parties hereto
(collectively, the “Lenders”).



     The parties hereto agree as follows:



ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS




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



     “Acquisition” means the acquisition by the Borrower or one of its wholly-owned
Restricted Subsidiaries of the Target as a result of a merger effected pursuant to the terms and
conditions of the Merger Agreement.



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



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



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



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



 









 





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



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



	 	 	 	 	 	 
	 
	 	Applicable Rating Level	 	 	Applicable Facility Fee Rate	 
	 	Level I
	 	 	10.0	 
	 	Level II
	 	 	12.5	 
	 	Level III
	 	 	15.0	 
	 	Level IV
	 	 	20.0	 
	 	Level V
	 	 	25.0	 
	 





Changes in the Applicable Facility Fee Rate will occur automatically without prior notice. The
Administrative Agent will give notice promptly to the Borrower and the Lenders of changes in the
Applicable Facility Fee Rate.



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



	 	 	 	 	 	 
	 
	 	Applicable Rating Level	 	 	Applicable Margin	 
	 	Level I
	 	 	30.0	 
	 	Level II
	 	 	37.5	 
	 	Level III
	 	 	60.0	 
	 	Level IV
	 	 	67.5	 
	 	Level V
	 	 	100.0	 
	 





Changes in the Applicable Margin will occur automatically without prior notice. The Administrative
Agent will give notice promptly to the Borrower and the Lenders of changes in the Applicable
Margin.



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



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equivalent, and (ii) at any time that Moody’s and S&P have split ratings of more than one
rating differential of the Borrower’s senior unsecured long-term debt, the level set forth in the
chart below under the “Applicable Rating Level” opposite the midpoint (rounded to the nearest lower
rating) between the two ratings of “Moody’s” or “S&P”.



	 	 	 	 	 	 	 	 	 
	 
	 	Applicable Rating Level	 	 	Moody’s	 	 	S&P	 
	 	Level I
	 	 	3 A3	 	 	3A-	 
	 	Level II
	 	 	Baa1	 	 	BBB+	 
	 	Level III
	 	 	Baa2	 	 	BBB	 
	 	Level IV
	 	 	Baa3	 	 	BBB-	 
	 	Level V
	 	 	£ Ba1	 	 	£BB+	 
	 





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



     For purposes of the foregoing, (i) “3” means a rating equal to or more favorable than; “£” means
a rating equal to or less favorable than; “>” means a rating greater than; “<“ means a rating
less than; (ii) if a rating for the Borrower’s senior unsecured long-term debt is not available
from one of the Rating Agencies, the Applicable Rating Level will be based on the rating of the
other Rating Agency; (iii) if ratings for the Borrower’s senior unsecured long-term debt is
available from neither S&P nor Moody’s, Level V shall be deemed applicable; (iv) if
determinative ratings shall change (other than as a result of a change in the rating system used by
any applicable Rating Agency) such that a change in Applicable Rating Level would result, such
change shall effect a change in Applicable Rating Level as of the day on which it is first
announced by the applicable Rating Agency, and any change in the Applicable Margin or percentage
used in calculating fees due hereunder shall apply commencing on the effective date of such change
and ending on the date immediately preceding the effective date of the next such change; and (v) if
the rating system of any of the Rating Agencies shall change prior to the date all obligations
hereunder have been paid and the Commitments canceled, the Borrower and the Lenders shall negotiate
in good faith to amend the references to specific ratings in this definition to reflect such
changed rating system, and pending such amendment, if no Applicable Rating Level is otherwise
determinable based upon the foregoing, Level V shall apply.



     “Approved Fund” is defined in Section 10.10.1.



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



     “Asset Sale” means any sale or other disposition (or series of related sales or other
dispositions) having a fair market value of $1,000,000 or more of shares of a Subsidiary, of oil,
gas and mineral property interests or of other capital assets (each referred to for purposes of
this definition as a “disposition”) by the Borrower or any of its Subsidiaries, including any
disposition by means of a merger, consolidation or similar transaction, other than (a) dispositions
by the Borrower to a Subsidiary or by a Subsidiary to the Borrower or another Subsidiary,



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(b) dispositions in the ordinary course of business, including dispositions of equipment in
the ordinary course of business and abandonment, farm-in, farm-out, lease and sub-lease of
developed and/or undeveloped properties made or entered into in the ordinary course of business,
(c) the provision of services and equipment for the operation and development of the Borrower’s or
a Subsidiary’s oil and gas wells in the ordinary course of business which may be recorded as asset
sales, (d) the issuance by the Borrower of shares of any class of its capital stock, and (e)
dispositions by a Subsidiary that (i) does not own any oil, gas and mineral real property interests
or of any other capital assets located within the United States or its territorial waters and (ii)
is not subject to United States federal income tax on its taxable income, to the extent that the
proceeds of any such disposition have not been paid or distributed to the Borrower or to a
Subsidiary that is subject to United States federal income tax on its taxable income.



     “Assignee Lender” is defined in Section 10.10.1.



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



     “Base Rate” means, on any date and with respect to all Base Rate Loans, a fluctuating
rate of interest per annum equal to the higher of (a) the rate of interest most recently announced
by JPMCB at its Domestic Office as its base rate for Dollar loans; and (b) the Federal Funds Rate
most recently determined by the Administrative Agent plus 1/2%. The Base Rate is not necessarily
intended to be the lowest rate of interest determined by JPMCB in connection with extensions of
credit. Changes in the rate of interest on that portion of any Loans maintained as Base Rate Loans
will take effect simultaneously with each change in the Base Rate. The Administrative Agent will
give notice promptly to the Borrower and the Lenders of changes in the Base Rate.



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



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



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



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



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



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



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



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



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



     “Change in Control” means the acquisition by any Person, or two or more Persons acting
in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934) of 30% or more of the outstanding
shares of voting stock of the Borrower.



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



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



     “Commitment” means, as to any Lender, the obligation, if any, of such Lender to make
Loans pursuant to Section 2.1.1 of this Agreement in an aggregate principal amount at any
one time outstanding up to but not exceeding the amount, if any, set forth opposite such Lender’s
name on Schedule II, as the same may be reduced or adjusted from time to time in accordance
with this Agreement, including Sections 2.2 and 2.3.



     “Commitment Amount” means, on any date, $1,300,000,000, as such amount may be reduced
from time to time in accordance with this Agreement, including Sections 2.2 and
2.3.



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



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



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



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



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



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



     “Determination Date” is defined in Section 2.2.2(a).



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



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



     “Domestic Office” means, relative to any Lender, the office of such Lender designated
as such in its Administrative Questionnaire or designated in the Lender Assignment Agreement or
such other office of a Lender (or any successor or assign of such Lender) within the United States
as may be designated from time to time by notice from such Lender, as the case may be, to each
other Person party hereto.



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



     “Effective Date” means the date on which the conditions specified in Section
5.1 are satisfied (or waived in accordance with this Agreement).



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



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



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



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



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



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



     “Event of Default” is defined in Section 8.1.



     “Excess Sale Proceeds” means cash received in consideration for (including cash
received upon the sale or collection of any note, security or deferred sale price received in
consideration for) any and all Asset Sales occurring on or after the Effective Date (net of (i)
brokerage commissions and other fees, costs, and expenses related to any such Asset Sale, (ii)
provision, as determined in good faith by the Borrower, for taxes incurred as a result of any such
Asset Sale, (iii) repayments of Debt required to be repaid upon any such Asset Sale under the terms
of any loan or credit agreement, document evidencing Liens or Capitalized Lease Liabilities or
otherwise, (iv) amounts required to be paid to any Person (other than a Subsidiary of the Borrower)
owning a beneficial interest in the assets sold, and (v) appropriate amounts to be provided by the
Borrower or its Subsidiary, as a reserve, as determined in good faith by the Borrower, for
post-closing adjustments against any liabilities associated with any such Asset Sale and retained
by such Person(s) after such sale) in excess of $100,000,000.



     “Existing Target Credit Facility” means that certain Third Amended and Restated Credit
Agreement, dated as of January 28, 2003, by and among the Target, Bank One, NA, as Administrative
Agent, the other agents party thereto, and certain commercial lending institutions



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party thereto, and the other agreements or instruments executed and delivered in connection
with, or as security for the payment or performance of the obligations thereunder, as such
agreements may have been amended, supplemented or restated from time to time.



     “Facility” is defined in Section 2.1.



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



     “Fee Letter” is defined in Section 3.3.3.



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



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



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



     “Funded Indebtedness” of any Person means Indebtedness of such Person referred to in
clauses (a), (b), (c), (d) and (e) of the definition of
“Indebtedness” in Section 1.1.



     “GAAP” is defined in Section 1.4.



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



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



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



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



     “Impermissible Qualification” means, relative to the opinion or certification of any
independent public accountant as to any financial statement of the Borrower, any qualification or
exception to such opinion or certification (a) which is of a “going concern” or similar nature; (b)
which relates to the limited scope of examination of matters relevant to such financial statement;
or (c) which relates to the treatment or classification of any item in such financial statement and
which, as a condition to its removal, would require an adjustment to such item the effect of which
would be to cause the Borrower to be in default of any of its obligations under Section
7.2.3.



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



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



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joint venturer except to the extent that such Indebtedness by its terms is expressly
non-recourse to such general partner or joint venturer.



     “Indemnified Liabilities” is defined in Section 10.4.



     “Indemnified Parties” is defined in Section 10.4.



     “Information” is defined in Section 10.12.



     “Initial Borrowing Date” means the date on which the conditions specified in
Section 5.2 and Section 5.3 are satisfied (or waived in accordance with this
Agreement).



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



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



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



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



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



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



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



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



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



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



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



     “Material Adverse Effect” means a material adverse effect on (i) the business,
property, financial condition or results of operations of the Borrower and its consolidated
Subsidiaries (taken as a whole) or (ii) the ability of the Borrower to perform its payment
obligations under any of the Loan Documents.



     “Maturity Date” shall mean the earlier of:



     (a) April 2, 2010; and



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



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



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



     “Merger Agreement” means that certain Agreement and Plan of Merger, dated as of
December 15, 2004, by and between Borrower, Noble Merger Subsidiary and Target, as such Agreement
and Plan of Merger may be amended or supplemented from time to time on or prior to the Effective
Date.



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



11









 





     “Noble Merger Subsidiary” means Noble Energy Production, Inc., a Delaware corporation
and wholly-owned subsidiary of Borrower.



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



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



     “Participant” is defined in Section 10.10.



     “Payment Date” is defined in Section 3.2.3.



     “Payment Office” means the principal office of the Administrative Agent, presently
located at JPMorgan Chase Bank, N.A., Agency Services, 1111 Fannin Street, 10th Floor,
Houston, Texas 77002, Attention: Rose Salvacion.



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



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



     “Percentage” means, relative to any Lender at any time, the percentage of the Total
Commitments represented by such Lender’s Commitment, as such percentage may be adjusted from time
to time pursuant to any assignments made in accordance with Section 10.10 or any decreases
in Commitments made in accordance with this Agreement. If the Commitments have terminated or
expired, the Percentages shall be determined based upon the Commitments most recently in effect.



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



     “Plan” means any Pension Plan or Welfare Plan.



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



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



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     “Refinanced Indebtedness” means any debt securities issued in a public offering or in
a private placement in exchange for, or the proceeds of which are used to repay, refund, refinance
or discharge or otherwise retire, any outstanding Indebtedness of the Borrower, provided
that the amount of such debt securities treated as “Refinanced Indebtedness” shall not exceed the
principal amount of the Indebtedness being refinanced.



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



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



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



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



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



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



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



     “Subsidiary” means any subsidiary of the Borrower.



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



     “Target” means Patina Oil & Gas Corporation, a Delaware corporation.



13









 





     “Taxes” is defined in Section 4.6.



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



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



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



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



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



     “Unrestricted Subsidiary” means any Subsidiary that is designated on Schedule
6.8 as an Unrestricted Subsidiary or which the Borrower has designated in writing to the
Administrative Agent to be an Unrestricted Subsidiary pursuant to Section 7.1.7, and, in
either case, which the Borrower has not designated to be a Restricted Subsidiary pursuant to
Section 7.1.8.



     “USA Patriot Act” means Title III of Pub. L. 107-56 (signed into law October 26,
2001), as amended, reformed or otherwise modified from time to time.



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



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



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



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



14









 





ARTICLE II

THE FACILITY AND BORROWING PROCEDURES




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



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



     SECTION 2.1.2 Availability of Facility. No Lender shall be permitted or required to
make (i) any Loan if, after giving effect thereto, the aggregate outstanding principal amount of
all Loans of all Lenders would exceed the Commitment Amount, or (ii) any Loan if, after giving
effect thereto, the aggregate amount of all Loans of such Lender would exceed the Lender’s
Percentage of the Commitment Amount.



     SECTION 2.2 Mandatory Reductions of Commitment Amount.



     SECTION 2.2.1 On Maturity Date. The Commitment Amount shall be reduced automatically
to zero ($0), and all Commitments of the Lenders shall be automatically terminated, on the Maturity
Date.



     SECTION 2.2.2 At Other Times. Prior to the Maturity Date, the Commitment Amount, and
the pro rata portion of the Commitment of each Lender, shall be reduced as follows:



     (a) on (A) the last day of each Fiscal Quarter ending June 2008, September 2008, December
2008, and March 2009 by an amount equal to five percent (5%) of the Commitment Amount existing on
March 31, 2008 (the “Determination Date”) and (B) the last day of each Fiscal Quarter
ending June 2009, September 2009, and December, 2009 by an amount equal to twenty percent (20%) of
the Commitment Amount existing on the Determination Date;



     (b) by the amount of any Excess Sale Proceeds received by the Borrower and its Subsidiaries in
connection with an Asset Sale, such reduction to be made (i) in the case of an Asset Sale having a
fair market value in excess of $25,000,000, on the fifth (5th) Business Day after the receipt of
any Excess Sale Proceeds, and (ii) in the case of an Asset Sale having a fair market value not in
excess of $25,000,000, on the last day of the Fiscal Quarter in which any Excess Sale Proceeds are
received; and



     (c) on the fifth (5th) Business Day after receipt of such cash proceeds, by the amount of the
cash proceeds, minus customary fees, expenses, commissions, discounts and any other reasonable
transaction costs incurred in connection therewith, of any issuance on or after the



15









 







Effective Date by the Borrower or any of its Restricted Subsidiaries of debt securities in a
public offering or in a private placement, in each case (i) only to the extent issued by the
Borrower or any of its Restricted Subsidiaries in consideration for cash, (ii) excluding proceeds
of revolving credit facilities and similar facilities, (iii) excluding Refinanced Indebtedness,
(iv) excluding any debt securities relating to limited-recourse international project financing,
and (v) excluding any debt securities issued in consideration for, or the proceeds of which are
used to pay or refinance, the purchase price of any acquisition occurring after the Effective Date
of any Person or any property.



     SECTION 2.3 Voluntary Reductions of Commitment Amount. The Borrower may, from time to
time on any Business Day occurring after the Effective Date, voluntarily reduce the amount of the
Commitment Amount; provided, however, that all such reductions shall require at
least three Business Days’ prior notice to the Administrative Agent and be permanent, and any
partial reduction of the Commitment Amount shall be in a minimum amount of $10,000,000 and in an
integral multiple of $1,000,000; and provided further that the Borrower shall not
reduce the Commitment Amount if, after giving effect to any concurrent prepayment of the Loans in
accordance with Section 3.1, the aggregate principal amount of Loans outstanding will
exceed the aggregate of the Commitments.



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



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



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



16









 





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



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



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



17









 





     SECTION 2.8 Repayment of Loans; Evidence of Debt.



     (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Loan on the Maturity Date.



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



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



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



     (e) Any Lender may request that Loans made by it be evidenced by a promissory note, in
substantially the form attached as Exhibit 2.8 hereto. In such event, the Borrower shall
prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender
(or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved
by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest
thereon shall at all times (including after assignment pursuant to Section 10.10.1) be
represented by one or more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its registered
assigns).



ARTICLE III

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES




     SECTION 3.1 Repayments and Prepayments. The Borrower shall repay in full the unpaid
principal amount of each Loan on the Maturity Date. Prior thereto, the Borrower



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



18









 





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



     (c) at any time when the aggregate amount of all Loans then outstanding exceeds the Commitment
Amount then in effect, shall immediately prepay outstanding Loans in an amount equal to such
excess.



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



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



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



     SECTION 3.2.2 Post-Maturity Rates. After the date any principal amount of any Loan is
due and payable (whether on the Maturity Date, upon acceleration or otherwise), or after any other
monetary Obligation of the Borrower shall have become due and payable, the Borrower shall pay, but
only to the extent permitted by law, interest (after as well as before judgment) on such amounts at
a rate per annum equal to the Base Rate plus the Default Margin.



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



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



     SECTION 3.3.1 Facility Fee. Commencing on the Initial Borrowing Date, the Borrower
agrees to pay to the Administrative Agent for the account of each Lender a facility fee



19









 







in an amount equal to the product of the Applicable Facility Fee Rate times such Lender’s
Percentage times the Commitment Amount. Accrued facility fees shall be payable in arrears on each
Quarterly Payment Date thereafter and on the Maturity Date.



     SECTION 3.3.2 Ticking Fee. The Borrower agrees to pay to the Administrative Agent for
the account of each Lender a commitment fee for the period from the Effective Date to, but not
including, the earlier to occur of (i) the Initial Borrowing Date or (ii) the date of the
termination of the Commitments pursuant to the terms of Section 2.3 of this Agreement,
calculated at the rate of 0.075% per annum on the total amount of the Commitment of each Lender.
The ticking fee shall be payable on the earlier to occur of (i) the Initial Borrowing Date or (ii)
the date of the termination of the Commitments pursuant to the terms of Section 2.3 of this
Agreement.



     SECTION 3.3.3 Fees. The Borrower agrees to pay on the Initial Borrowing Date to the
Administrative Agent for its own account and for the account of each Lender and Arranger,
respectively, all fees that are then due pursuant to that certain fee letter, dated December 15,
2004, between the Borrower, the Administrative Agent and J.P. Morgan Securities Inc., as amended
from time to time (the “Fee Letter”), including, without limitation, any upfront fees.



     SECTION 3.3.4 Payment Office. The Borrower shall make all payments to the
Administrative Agent at the Payment Office.



ARTICLE IV

CERTAIN EURODOLLAR AND OTHER PROVISIONS




     SECTION 4.1 Eurodollar Lending Unlawful. If any Lender shall determine (which
determination shall, upon notice thereof to the Borrower and the Lenders, be conclusive and binding
on the Borrower) that the introduction of or any change in or in the interpretation of any law
makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful,
for such Lender to make, continue or maintain any Borrowing as, or to convert any Borrowing into, a
Eurodollar Borrowing, the obligations of such Lender to make, continue, maintain or convert any
such Borrowings shall, upon such determination, forthwith be suspended until such Lender shall
notify the Administrative Agent that the circumstances causing such suspension no longer exist, and
all Eurodollar Borrowings shall automatically convert into Base Rate Loans at the end of the then
current Interest Periods with respect thereto or sooner, if required by such law or assertion;
provided, however, that the obligation of such Lender to make, continue, maintain
or convert any such Eurodollar Borrowings shall remain unaffected if such Lender can designate a
different Eurodollar Office for the making, continuance, maintenance or conversion of Eurodollar
Borrowings and such designation will not, in the sole discretion of such Lender, be otherwise
disadvantageous to such Lender.



     SECTION 4.2 Deposits Unavailable or Eurodollar Interest Rate Unascertainable. If the
Administrative Agent shall have determined that, by reason of circumstances affecting the
Administrative Agent’s relevant market, adequate means do not exist for ascertaining the interest
rate applicable hereunder to Eurodollar Borrowings, then, upon notice from the Administrative Agent
to the Borrower and the Lenders, the obligations of all Lenders under Section 2.5.2 and
Section 2.6 to make or continue any Borrowings as, or to convert any Borrowings into,



20









 







Eurodollar Borrowings shall forthwith be suspended until the Administrative Agent shall notify
the Borrower and the Lenders that the circumstances causing such suspension no longer exist.



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



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



     SECTION 4.5 Increased Capital Costs. If any change in, or the introduction, adoption,
effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive,
guideline, decision or request (whether or not having the force of law) of any court, central bank,
regulator or other governmental authority affects or would affect the amount of capital required or
expected to be maintained by any Lender or any Person controlling such Lender, and such Lender
determines (in its sole discretion) that the rate of return on its or such controlling Person’s
capital as a consequence of its Commitments or the Borrowings made by such Lender is reduced to a
level below that which such Lender or such controlling Person could have achieved but for the
occurrence of any such circumstance, then, in any such case upon notice from time to time by such
Lender to the Borrower, the Borrower shall pay directly to such Lender, within fifteen days,
additional amounts sufficient to compensate such Lender or such controlling Person for such
reduction in rate of return; provided, however, that such Lender shall



21









 







designate a different Domestic or Eurodollar Office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in the sole discretion of such
Lender, be otherwise disadvantageous to such Lender. A statement of such Lender as to any such
additional amount or amounts (including calculations thereof in reasonable detail) shall be
rebuttable presumptive evidence of the amount payable by the Borrower. In determining such amount,
such Lender may use any reasonable method of averaging and attribution that it (in its sole
discretion) shall deem applicable.



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



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



     If the Borrower fails to pay any Taxes when due to the appropriate taxing authority or fails
to remit to the Administrative Agent, for the account of the respective Lenders, the required
receipts or other required documentary evidence, the Borrower shall indemnify the Lenders for any
incremental Taxes, interest or penalties that may become payable by any Lender as a result of any
such failure. For purposes of this Section, a distribution hereunder by the Administrative Agent
or any Lender to or for the account of any Lender shall be deemed a payment by the Borrower.



     Each Lender that is organized under the laws of a jurisdiction other than the United States
shall, prior to the due date of any payments of the Loans under this Agreement, execute and deliver
to the Borrower and the Administrative Agent, on or about the first scheduled Payment Date in each
Fiscal Year, one or more (as the Borrower or the Administrative Agent may



22









 







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



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



     SECTION 4.7 Special Fees in Respect of Reserve Requirements. With respect to
Eurodollar Borrowings, the Borrower agrees to pay to each Lender on appropriate Payment Dates, as
additional interest, such amounts as will compensate such Lender for any cost to such Lender, from
time to time, of any reserve, special deposit, special assessment or similar capital requirements
against assets of, deposits with or for the account of, or credit extended by, such Lender which
are imposed on, or deemed applicable by, such Lender, from time to time, under or pursuant to (i)
any Law, treaty, regulation or directive now or hereafter in effect (including, without limitation,
Regulation D of the Board of Governors of the Federal Reserve System but excluding any reserve
requirement included in the definition of Eurodollar Rate in Section 1.1), (ii) any
interpretation or application thereof by any governmental authority, agency or



23









 







instrumentality charged with the administration thereof or by any court, central bank or other
fiscal, monetary or other authority having jurisdiction over the Eurodollar Borrowings or the
office of such Lender where its Eurodollar Borrowings are lodged, or (iii) any requirement imposed
or requested by any court, governmental authority, agency or instrumentality or central bank,
fiscal, monetary or other authority, whether or not having the force of law. A written notice as
to the amount of any such cost or any change therein (including calculations, in reasonable detail,
showing how such Lender computed such cost or change) shall be promptly furnished by such Lender to
the Borrower and shall be rebuttable presumptive evidence of such cost or change. The Borrower
will not be responsible for paying any amounts pursuant to this Section accruing prior to 180 days
prior to the receipt by the Borrower of the written notice referred to in the preceding sentence.
Within fifteen (15) days after such certificate is furnished to the Borrower, the Borrower will pay
directly to such Lender such additional amount or amounts as will compensate such Lender for such
cost or change.



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



     SECTION 4.9 Sharing of Payments. If any Lender shall obtain any payment or other
recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any
Loan (other than pursuant to the terms of Sections 4.3, 4.4 and 4.5) in
excess of its pro rata share of payments then or therewith obtained by all Lenders,
such Lender shall purchase from the other Lenders such participations in Loans made by them as
shall be necessary to cause such purchasing Lender to share the excess payment or other recovery
ratably with each of them; provided, however, that if all or any portion of the
excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase
shall be rescinded and each Lender which has sold a participation to the purchasing Lender shall
repay to the purchasing Lender the purchase price to the ratable extent of such recovery together
with an amount equal to such selling Lender’s ratable share (according to the proportion of (a) the
amount of such selling Lender’s required repayment to the purchasing Lender to (b) the
total amount so recovered from the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees
that any Lender so purchasing



24









 







a participation from another Lender pursuant to this Section may, to the fullest extent
permitted by law, exercise all its rights of payment with respect to such participation as fully as
if such Lender were the direct creditor of the Borrower in the amount of such participation. If
under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured
claim in lieu of a set off to which this Section applies, such Lender shall, to the extent
practicable, exercise its rights in respect of such secured claim in a manner consistent with the
rights of the Lenders entitled under this Section to share in the benefits of any recovery on such
secured claim.



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



     SECTION 4.11 Maximum Interest. It is the intention of the parties hereto to conform
strictly to applicable usury laws and, anything herein to the contrary notwithstanding, the
obligations of the Borrower to the Administrative Agent and each Lender under this Agreement shall
be subject to the limitation that payments of interest shall not be required to the extent that
receipt thereof would be contrary to provisions of law applicable to the Administrative Agent or
such Lender limiting rates of interest which may be charged or collected by the Administrative
Agent or such Lender. Accordingly, if the transactions contemplated hereby would be usurious under
applicable law (including the Federal and state laws of the United States of America, or of any
other jurisdiction whose laws may be mandatorily applicable) with respect to the Administrative
Agent or a Lender then, in that event, notwithstanding anything to the contrary in this Agreement,
it is agreed as follows: (a) the provisions of this Section shall govern and control; (b) the
aggregate of all consideration which constitutes interest under applicable law that is contracted
for, charged or received under this Agreement, or under any of the other aforesaid



25









 







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



ARTICLE V

CONDITIONS




     SECTION 5.1 Effective Date. This Agreement shall become effective on the date on
which each of the conditions precedent set forth in this Section 5.1 are satisfied or
waived in writing by the Administrative Agent (with the consent of Required Lenders).



     SECTION 5.1.1 Loan Documents. The Administrative Agent shall have received from each
party hereto either (i) a counterpart of this Agreement and each other required Loan Document
signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent
(which may include telecopy transmission of a signed signature page of this Agreement) that such
party has signed a counterpart of this Agreement and each required Loan Document.



     SECTION 5.1.2 Resolutions, etc. The Administrative Agent shall have received from the
Borrower a certificate, dated the Effective Date, of its Secretary or Assistant Secretary



26









 







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



     SECTION 5.1.3 Organic Documents, etc. The Administrative Agent shall have received
from the Borrower a certificate, dated the Effective Date, of an Authorized Officer certifying that
attached thereto are true, correct and complete copies of the Organic Documents of the Borrower,
together with all amendments thereto, and a certificate of good standing or equivalent document as
to the Borrower, certified by the appropriate governmental officer in its jurisdiction of
incorporation or formation, as well as any other information required by Section 326 of the USA
Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of the
Borrower as required by Section 326 of the USA Patriot Act.



     SECTION 5.1.4 Opinion of Counsel. The Administrative Agent shall have received a
favorable opinion, dated the Effective Date and addressed to the Administrative Agent and all
Lenders, from Thompson & Knight L.L.P., counsel to the Borrower, substantially in the form of
Exhibit 5.1.4 hereto.



     SECTION 5.1.5 Fee Letter. The Administrative Agent shall have received the Fee Letter
duly executed by the Borrower.



     SECTION 5.1.6 Material Adverse Change. There shall have been no material adverse
change in the consolidated business, condition (financial or otherwise), operations, performance or
properties of any of the Borrower and its consolidated Subsidiaries taken as a whole since December
31, 2004, except as disclosed in Item 5.1.6 (“Material Adverse Change”) of the
Disclosure Schedule.



     SECTION 5.1.7 Other Documents. Such other documents as the Administrative Agent may
have reasonably requested.



     SECTION 5.2 Initial Borrowing. The obligations of the Lenders to fund the initial
Borrowing shall be subject to the prior satisfaction, or waiver in writing by the Administrative
Agent (with the consent of Required Lenders) of each of the conditions precedent set forth in this
Section 5.2.



     SECTION 5.2.1 Organic Documents, etc. The Administrative Agent shall have received
copies of the Organic Documents of (i) the Target immediately prior to the Initial Borrowing Date
and (ii) the Noble Merger Subsidiary, together with all amendments thereto, and a certificate of
good standing or equivalent document as to the Target (immediately prior to the Initial Borrowing
Date) and the Noble Merger Subsidiary, certified by the appropriate governmental officer in its
jurisdiction of incorporation or formation, as well as any other information required by Section
326 of the USA Patriot Act or necessary for the Administrative Agent or any Lender to verify the
identity of the Target or the Noble Merger Subsidiary as required by Section 326 of the USA Patriot
Act.



27









 





     SECTION 5.2.2 Closing Fees, Expenses, etc. The Administrative Agent shall also have
received for its own account, or for the account of the Arranger and each Lender, as the case may
be, all fees, costs and expenses that are then due and payable pursuant to Sections 3.3 and
10.3, if then invoiced.



     SECTION 5.2.3 Material Adverse Change. There shall have been no material adverse
change in the consolidated business, condition (financial or otherwise), operations, performance or
properties of any of the Borrower and its consolidated Subsidiaries taken as a whole since December
31, 2004, except as disclosed in Item 5.1.6 (“Material Adverse Change”) of the
Disclosure Schedule.



     SECTION 5.2.4 Consummation of Acquisition. The Administrative Agent shall have
received a certificate, signed by an Authorized Officer of the Borrower, stating that,
contemporaneously with the initial funding of Loans on the Initial Borrowing Date, the Acquisition
shall be consummated as contemplated by and pursuant to the Merger Agreement.



     SECTION 5.2.5 Existing Target Credit Facility. The Borrower or its Subsidiaries,
contemporaneously with the initial funding of Loans on the Initial Borrowing Date, shall repay in
full and terminate the Existing Target Credit Facility and the Administrative Agent shall have
received a certificate, signed by an Authorized Officer of the Borrower to that effect. The
Administrative Agent shall have received evidence satisfactory to it that all Liens associated with
the Existing Target Credit Facility will have been released and terminated contemporaneously with
such repayment in full and that arrangements satisfactory to the Administrative Agent have been
made for recording and filing such releases and terminations.



     SECTION 5.2.6 Other Documents. Such other documents as the Administrative Agent may
have reasonably requested.



     SECTION 5.3 All Borrowings. The obligation of each Lender to fund any Borrowing
(including the initial Borrowing) shall be subject to the satisfaction of each of the conditions
precedent set forth in this Section.



     SECTION 5.3.1 Compliance with Warranties, No Default, etc. Both before and after
giving effect to any Borrowing (but, if any Default of the nature referred to in Section
8.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the
application, directly or indirectly, of the proceeds thereof) the following statements shall be
true and correct (a) the representations and warranties set forth in Article VI shall be
true and correct with the same effect as if then made (unless stated to relate solely to an earlier
date, in which case such representations and warranties shall be true and correct as of such
earlier date); and (b) no Default or Event of Default shall have then occurred and be continuing.



     SECTION 5.3.2 Borrowing Request. The Administrative Agent shall have received a
Borrowing Request for such Borrowing. Each of the delivery of a Borrowing Request and the
acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and
warranty by the Borrower that on the date of such Borrowing (both immediately before and after
giving effect to such Borrowing and the application of the proceeds thereof) the statements made in
Section 5.3.1 are true and correct.



28









 





     SECTION 5.3.3 Satisfactory Legal Form. All documents executed or submitted pursuant
hereto by or on behalf of the Borrower or any of its Subsidiaries shall be satisfactory in form and
substance to the Administrative Agent and its counsel; the Administrative Agent and its counsel
shall have received all information, approvals, opinions, documents or instruments as the
Administrative Agent or its counsel may reasonably request.



ARTICLE VI

REPRESENTATIONS AND WARRANTIES




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



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



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



     SECTION 6.3 Government Approval, Regulation, etc. No authorization or approval or
other action by, and no notice to or filing with, any governmental authority or regulatory body or
other Person is required for the due execution, delivery or performance by the Borrower of this
Agreement or any other Loan Document to which it is a party, or for the Borrower’s participation in
any transaction contemplated herein, including, without limitation, the Acquisition, except as have
been obtained and remain in full force and effect. There is no actual government or judicial
action restraining, preventing or imposing burdensome conditions on the Acquisition. Neither the
Borrower nor any of its Subsidiaries is an “investment company” within the meaning of the
Investment Company Act of 1940, as amended, or a “holding company”, or a “subsidiary company” of a
“holding company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a
“holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as
amended.



29









 





     SECTION 6.4 Validity, etc. This Agreement constitutes, and each other Loan Document
executed by the Borrower will, on the due execution and delivery thereof, constitute, the legal,
valid and binding obligations of the Borrower enforceable in accordance with their respective terms
except as (i) enforceability thereof may be limited by bankruptcy, insolvency or similar laws
affecting creditor’s rights generally and (ii) rights of acceleration and the availability of
equitable remedies may be limited by equitable principles of general applicability.



     SECTION 6.5 Financial Information. The balance sheets of the Borrower and each of its
consolidated Subsidiaries as at December 31, 2004 and the related statements of earnings and cash
flow, copies of which have been furnished to the Administrative Agent and each Lender, have been
prepared in accordance with GAAP consistently applied, and present fairly the consolidated
financial condition of the corporations covered thereby as at the dates thereof and the results of
their operations for the periods then ended except as disclosed in Item 6.5 (“Financial
Information”) of the Disclosure Schedule. The unaudited pro forma condensed combined balance sheet
of the Borrower and its consolidated Subsidiaries as of September 30, 2004 included in the Form S-4
of the Borrower as filed with the Securities and Exchange Commission on January 24, 2005 has been
prepared in good faith in accordance with Regulation S-X promulgated under the Securities Act of
1933, as amended, (ii) is based upon assumptions believed at the time prepared and (iii) presents
fairly, in all material respects, the unaudited condensed combined pro forma financial position of
the Borrower and its consolidated Subsidiaries as at the date thereof in the manner contemplated by
such Regulation S-X and as set forth in the notes thereto.



     SECTION 6.6 No Material Adverse Change. As of the Effective Date and the Initial
Borrowing Date, since the date of the financial statements described in Section 6.5, there
has been no material adverse change in the financial condition, operations, assets, business or
properties of the Borrower and its Restricted Subsidiaries (on a consolidated basis), except as
disclosed in Item 5.1.6 (“Material Adverse Change”) of the Disclosure Schedule.



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



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



     SECTION 6.9 Taxes. The Borrower, each of its Restricted Subsidiaries and each of its
Unrestricted Subsidiaries which is a member of the Borrower’s consolidated U.S. federal income tax
group has filed all federal tax returns and reports and all material state tax returns and



30









 







reports required by law to have been filed by it and has paid all taxes and governmental
charges thereby shown to be owing, except any such taxes or charges which are being diligently
contested in good faith by appropriate proceedings and for which adequate reserves in accordance
with GAAP shall have been set aside on its books except such returns and taxes for jurisdictions
other than the United States with respect to which the failure to file and pay such taxes would not
have a Material Adverse Effect.



     SECTION 6.10 Pension and Welfare Plans. During the twelve-consecutive-month period
prior to the date of the execution and delivery of this Agreement and prior to the date of any
Borrowing hereunder, no steps have been taken to terminate any Pension Plan, and no contribution
failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien securing an
amount in excess of $1,000,000 under section 302(f) of ERISA. No condition exists or event or
transaction has occurred with respect to any Pension Plan which might result in the incurrence by
the Borrower or any member of the Controlled Group of any liability, fine or penalty which could
reasonably be expected to result in a Material Adverse Effect. Except as disclosed in Item
6.10 (“Employee Benefit Plans”) of the Disclosure Schedule, neither the Borrower nor any member
of the Controlled Group has any contingent liability with respect to any post-retirement benefit
under a Welfare Plan, other than liability for continuation coverage described in Part 6 of Title I
of ERISA.



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



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



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



     SECTION 6.14 Use of Proceeds. The proceeds of each Borrowing shall be used (a) to pay
a portion of the purchase price for the Acquisition, (b) to pay for related costs and expenses
relating to the refinancing of existing Indebtedness of the Borrower and its Subsidiaries and the
Target, and (c) for other general corporate purposes of the Borrower and its Subsidiaries. No
proceeds of any Borrowing shall be used to make any investment in any Person if the board of
directors or other governing body of such Person has announced its opposition to such investment.



31









 





ARTICLE VII

COVENANTS




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



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



     (a) as soon as available and in any event within 45 days after the end of each of the first
three Fiscal Quarters of each Fiscal Year of the Borrower, consolidated balance sheets of the
Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of
earnings and cash flow of the Borrower and its Subsidiaries for such Fiscal Quarter and for the
period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal
Quarter, certified by the chief financial Authorized Officer of the Borrower as having been
prepared in accordance with GAAP;



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



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



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



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



32









 







Material Adverse Effect, notice thereof and copies of all documentation relating thereto
requested by the Administrative Agent or any Lender;



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



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



     (h) promptly after the consummation thereof, notice of any event requiring a reduction in the
Commitment of each Lenders pursuant to Section 2.2.2(b) or (c); and



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



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



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



     SECTION 7.1.4 Insurance. The Borrower will, and will cause each of its Restricted
Subsidiaries to, maintain or cause to be maintained with responsible insurance companies insurance
with respect to its properties and business against such casualties and contingencies



33









 







and of such types and in such amounts as is customary in the case of similar businesses in
similar locations.



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



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



     SECTION 7.1.7 Subsidiaries; Unrestricted Subsidiaries. The Borrower shall:



     (a) if any additional Subsidiary is formed or acquired after the Effective Date, notify the
Administrative Agent thereof and whether such Subsidiary is an Unrestricted Subsidiary or a
Restricted Subsidiary in compliance with requirements of clauses (i) and (ii) of
Section 7.1.8(b).



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



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



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



     SECTION 7.1.8 Designation and Conversion of Restricted and Unrestricted Subsidiaries.



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



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     (b) The Borrower may designate any Subsidiary (including a newly formed or newly acquired
Subsidiary) as an Unrestricted Subsidiary if (i) the representations and warranties of the Borrower
and its Restricted Subsidiaries contained in each of the Loan Documents are true and correct on and
as of such date as if made on and as of the date of such designation (or, if stated to have been
made expressly as of an earlier date, were true and correct as of such date), (ii) after giving
effect to such designation, no Default or Event of Default would exist, and (iii) in the case of a
Subsidiary which is already classified as a Restricted Subsidiary, the Borrower has obtained the
prior written consent of the Administrative Agent and the Required Lenders; provided
however that the Borrower may not designate the Target or the Noble Merger Subsidiary as an
Unrestricted Subsidiary. Except as provided in this Section, no Restricted Subsidiary may be
redesignated as an Unrestricted Subsidiary.



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



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



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



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



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



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



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



35









 





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



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



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



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



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



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



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



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



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



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



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



36









 





property or revenue subject of the Lien extended, renewed or replaced (plus improvements on
such property); and



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



     SECTION 7.2.3 Financial Covenants. The Borrower will not:



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



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



     SECTION 7.2.4 Restricted Payments, etc. On and at all times after the Effective Date,
the Borrower will not declare, pay or make any dividend or distribution (in cash, property or
obligations) on any shares of any class of capital stock (now or hereafter outstanding) of the
Borrower or on any warrants, options or other rights with respect to any shares of any class of
capital stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions
payable in its common stock or warrants to purchase its common stock or splitups or
reclassifications of its stock into additional or other shares of its common stock) or apply, or
permit any of its Restricted Subsidiaries to apply, any of its funds, property or assets to the
purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Restricted
Subsidiaries to purchase or redeem, any shares of any class of capital stock (now or hereafter
outstanding) of the Borrower, or warrants, options or other rights with respect to any shares of
any class of capital stock (now or hereafter outstanding) of the Borrower, if, after giving effect
thereto, a Default or an Event of Default shall have occurred and be continuing or been caused
thereby.



     SECTION 7.2.5 Indebtedness.



     (a) The Borrower will not permit any of its Restricted Subsidiaries to contract, create, incur
or assume any Indebtedness, except:




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




     (ii) Indebtedness of a Restricted Subsidiary which exists prior to the time of the
acquisition of such Subsidiary by the Borrower or any Restricted Subsidiary (including
Indebtedness at the time of the acquisition of the capital stock or assets of such Person or
a merger with or consolidation with such Person by the Borrower or a Restricted Subsidiary)
and any extensions, renewals or replacements of such Indebtedness, provided that the
aggregate principal amount of such Indebtedness and any



37









 






extensions, renewals or replacements thereof shall not exceed the principal amount of
such Indebtedness at the time such Person becomes a Subsidiary; and




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



     (b) The Borrower will not incur any Guaranteed Liabilities in respect of any Funded
Indebtedness of any Unrestricted Subsidiary in excess of $700,000,000 in the aggregate for all such
Guaranteed Liabilities.



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



     SECTION 7.2.7 Negative Pledges, Restrictive Agreements, etc. The Borrower will not,
and will not permit any of its Restricted Subsidiaries to, enter into any agreement (excluding this
Agreement, any other Loan Document and any agreement governing any Indebtedness not prohibited
under this Agreement) prohibiting the creation or assumption of any Lien upon its material
properties, revenues or assets, whether now owned or hereafter acquired, or the ability of the
Borrower to amend or otherwise modify this Agreement or any other Loan Document. The foregoing
shall not prohibit agreements entered into or acquired in the ordinary course of business regarding
specific properties or assets which restrict or place conditions the transfer of or the creation of
a Lien on such properties or assets or the revenues derived therefrom, but which do not affect
other unrelated properties, assets or revenues. The Borrower will not and will not permit any of
its Restricted Subsidiaries to enter into any agreement prohibiting the ability of any Restricted
Subsidiary to make any payments, directly or indirectly, to the Borrower by way of dividends,
advances, repayments of loans or advances, reimbursements of management and other intercompany
charges, expenses and accruals or other returns on investments, or any other agreement or
arrangement which restricts the ability of any such Restricted Subsidiary to make any payment,
directly or indirectly, to the Borrower.



ARTICLE VIII

EVENTS OF DEFAULT




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



     SECTION 8.1.1 Non-Payment of Obligations. The Borrower shall default in the payment
or prepayment when due of any principal of any Loan, or the Borrower shall default



38









 





(and such default shall continue unremedied for a period of five days) in the payment when due
of any interest on any Loan, of any fee hereunder or of any other Obligation.



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



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



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



     SECTION 8.1.5 Default on Other Indebtedness. A default shall occur in the payment
when due (subject to any applicable grace period), whether by acceleration or otherwise, of any
Indebtedness (other than Indebtedness described in Section 8.1.1) of the Borrower or any of
its Restricted Subsidiaries having a principal amount, individually or in the aggregate, in excess
of $50,000,000, or a default shall occur in the performance or observance of any obligation or
condition with respect to such Indebtedness if the effect of such default is to accelerate the
maturity of any such Indebtedness or such default shall continue unremedied for any applicable
period of time sufficient to permit the holder or holders of such Indebtedness, or any trustee or
agent for such holders, to cause such Indebtedness to become due and payable prior to its expressed
maturity.



     SECTION 8.1.6 Judgments. Any judgment or order for the payment of money in excess of
$50,000,000 shall be rendered against the Borrower or any of its Restricted Subsidiaries if such
excess is not fully covered by valid and collectible insurance in respect thereof, the payment of
which is not being disputed or contested by the insurer or the insurers, and either (i) proper or
valid enforcement or levying proceedings shall have been commenced by any creditor upon such
judgment or order or (ii) such judgment or order shall continue unsatisfied and unstayed for a
period of thirty (30) consecutive days.



     SECTION 8.1.7 Pension Plans. Any of the following events shall occur with respect to
any Pension Plan (a) the institution of any steps by the Borrower, any member of its Controlled
Group or any other Person to terminate a Pension Plan if, as a result of such termination, the
Borrower or any such member could be required to make a contribution to such Pension Plan in excess
of $50,000,000; or (b) a contribution failure occurs with respect to any Pension Plan sufficient to
give rise to a Lien under section 302(f) of ERISA to the extent such action could reasonably be
expected to have a Material Adverse Effect.



39









 





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



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



     SECTION 8.2 Action if Bankruptcy. If any Event of Default described in Section
8.1.9 shall occur with respect to the Borrower or any Restricted Subsidiary, the Commitments
(if not theretofore terminated) shall automatically terminate and the outstanding principal amount
of all outstanding Borrowings and all other Obligations shall automatically be and become
immediately due and payable, without notice or demand.



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



40









 





ARTICLE IX

THE AGENTS




     SECTION 9.1 Actions. Each Lender hereby appoints (i) JPMCB as the Administrative
Agent under this Agreement and each other Loan Document, (ii) WACHOVIA BANK, NATIONAL ASSOCIATION
and THE ROYAL BANK OF SCOTLAND PLC, as Co-Syndication Agents under this Agreement and each other
Loan Document, and (iii) DEUTSCHE BANK SECURITIES INC. and CITIBANK, N.A., as Co-Documentation
Agents under this Agreement and each other Loan Document. Each Lender authorizes the
Administrative Agent to act on behalf of such Lender under this Agreement and each other Loan
Document and, in the absence of other written instructions from the Required Lenders received from
time to time by the Administrative Agent (with respect to which the Administrative Agent agrees
that it will comply, except as otherwise provided in this Section or as otherwise advised by
counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or
required of the Administrative Agent by the terms hereof and thereof, together with such powers as
may be reasonably incidental thereto. Each Lender acknowledges that none of the Co-Syndication
Agents or the Co-Documentation Agents have any duties or obligations under this Agreement or any
other Loan Document in connection with their capacity as either a Co-Syndication Agent or a
Co-Documentation Agent, respectively. Each Lender hereby indemnifies (which indemnity shall
survive any termination of this Agreement) each of the Agents, pro rata according
to such Lender’s Percentage, WHETHER OR NOT RELATED TO ANY SINGULAR, JOINT OR CONCURRENT NEGLIGENCE
OF THE AGENTS, from and against any and all liabilities, obligations, losses, damages, claims,
costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred
by, or asserted against, any Agent in any way relating to or arising out of this Agreement and any
other Loan Document, including reasonable attorneys’ fees, and as to which such Agent is not
reimbursed by the Borrower; provided, however, that no Lender shall be liable for
the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or
expenses which are determined by a court of competent jurisdiction in a final proceeding to have
resulted solely from such Agent’s gross negligence or willful misconduct. None of the Agents shall
be required to take any action hereunder or under any other Loan Document, or to prosecute or
defend any suit in respect of this Agreement or any other Loan Document, unless it is indemnified
hereunder to its satisfaction. If any indemnity in favor of any Agent shall be or become
inadequate, in such Agent’s determination, as the case may be, such Agent may call for additional
indemnification from the Lenders and cease to do the acts indemnified against hereunder until such
additional indemnity is given. Notwithstanding any provision to the contrary contained elsewhere
in this Agreement or in any other Loan Document, none of the Agents shall have any duties or
responsibilities, except as expressly set forth herein, nor shall any of the Agents have or be
deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other
Loan Document or otherwise exist against any of the Agents.



     SECTION 9.2 Funding Reliance, etc. Unless the Administrative Agent shall have been
notified by telephone, confirmed in writing, by any Lender by 5:00 p.m., Central time, on the day
prior to a Borrowing (except with respect to a Borrowing comprised of Base Rate Loans, in which
case notice shall be given no later than 12:00 noon, Central time, on the date of the proposed
Borrowing) that such Lender will not make available the amount which would



41









 







constitute its Percentage of such Borrowing on the date specified therefor, the Administrative
Agent may assume that such Lender has made such amount available to the Administrative Agent and,
in reliance upon such assumption, make available to the Borrower a corresponding amount. If and to
the extent that such Lender shall not have made such amount available to the Administrative Agent,
such Lender and the Borrower severally agree to repay the Administrative Agent forthwith on demand
such corresponding amount together with interest thereon, for each day from the date the
Administrative Agent made such amount available to the Borrower to the date such amount is repaid
to the Administrative Agent, at the Federal Funds Rate.



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



     SECTION 9.4 Successor. Any of the Agents may resign as such at any time upon at least
30 days’ prior notice to the Borrower and all Lenders. If the Administrative Agent at any time
shall resign, the Required Lenders may appoint another Lender as the successor Administrative Agent
which shall thereupon become the Administrative Agent hereunder. If no successor Administrative
Agent shall have been so appointed by the Required Lenders, and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation,
then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be one of the Lenders or a commercial banking institution
organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a
commercial banking institution, and having a combined capital and surplus of at least $500,000,000.
Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall be entitled to receive from the
retiring Administrative Agent such documents of transfer and assignment as such successor
Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with
all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations under this Agreement.
After a retiring Administrative Agent’s resignation hereunder as a Administrative Agent, the
provisions of this Article IX shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was the Administrative Agent under this Agreement, and Section
10.4 (and, with respect to the Administrative Agent, Section 10.3) shall continue to
inure to its benefit.



     SECTION 9.5 Loans by the Agents. Each of the Agents shall have the same rights and
powers with respect to the Loans made by it or any of its Affiliates and may exercise the same as
if it were not a Agent. Each of the Agents and its Affiliates may accept deposits from,



42









 







lend money to, and generally engage in any kind of business with the Borrower or any
Subsidiary or Affiliate of the Borrower as if it were not a Agent hereunder.



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



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



ARTICLE X

MISCELLANEOUS PROVISIONS




     SECTION 10.1 Waivers, Amendments, etc. The provisions of this Agreement and of each
other Loan Document may from time to time be amended, modified or waived, if such amendment,
modification or waiver is in writing and consented to by the Borrower and the Required Lenders;
provided, however, that no such amendment, modification or waiver which would: (a)
modify any requirement hereunder that any particular action be taken by all the Lenders or by the
Required Lenders shall be effective unless consented to by each Lender; (b) modify the first
sentence of Section 4.8, Section 4.9 or this Section 10.1, change the
definition of “Required Lenders”, reduce any fees described in Article III or
extend the Maturity Date, shall be made without the consent of each Lender; (c) extend the due date
for, or reduce the amount of, any scheduled repayment or prepayment of principal of or interest on
any Loan (or reduce the principal amount of or rate of interest on any Loan) shall be made without
the consent of the Lender which made such Loan, provided that this clause (c) shall
not apply to any repayments or prepayments due as a result of Section 2.2.2(b) or
Section 2.2.2(c); or (d) affect adversely the interests, rights or obligations of any Agent
as an Agent shall be made without the consent of such Agent; provided, further,
that no such amendment, modification or waiver which would either increase any Commitment, the
Commitment Amount or the Percentage of any Lender, or modify the rights, duties or obligations of
any Agent, shall be effective without the consent of such Lender or such Agent, as applicable. No
failure or delay on the part of the Administrative Agent or any Lender in exercising any power or
right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall
any single or partial exercise of any such power or right preclude any other or further exercise
thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any
case shall entitle it



43









 





to any notice or demand in similar or other circumstances. No waiver or approval by the
Administrative Agent or any Lender under this Agreement or any other Loan Document shall, except as
may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No
waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter
to be granted hereunder.



     SECTION 10.2 Notices.



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



	 	 	 	 	 	 	 
	 	 	(i)	 	if to the Borrower, to:
	 
	 	 	 	 	 	 
	 	 	 	 	Noble Energy, Inc.
	 	 	 	 	350 Glenborough, Suite 100
	 	 	 	 	Houston, TX 77067
	

	 	 	 	Attention:
	 	Chris Tong
	

	 	 	 	Telephone No.:
	 	(281) 872-3150
	

	 	 	 	Facsimile No.:
	 	(281) 872-3111
	 
	 	 	 	 	 	 
	 	 	(ii)	 	if to the Administrative Agent, to:
	 
	 	 	 	 	 	 
	 	 	 	 	JPMorgan Chase Bank, N.A.
	 	 	 	 	Agency Services
	 	 	 	 	1111 Fannin Street, 10th Floor
	 	 	 	 	Houston, Texas 77002
	

	 	 	 	Attention:
	 	Rose Salvacion
	

	 	 	 	Telephone No.:
	 	(713) 750-2501
	

	 	 	 	Facsimile No.:
	 	(713) 427-6307
	 
	 	 	 	 	 	 
	 	 	 	 	With a copy to:
	 
	 	 	 	 	 	 
	 	 	 	 	JPMorgan Chase Bank, N.A.
	 	 	 	 	Global Oil & Gas Group
	 	 	 	 	600 Travis, 20th Floor
	 	 	 	 	Houston, Texas 77002
	

	 	 	 	Attention:
	 	Peter Licalzi
	

	 	 	 	Telephone No.:
	 	713-216-8869
	

	 	 	 	Facsimile No.:
	 	713-216-4117
	 
	 	 	 	 	 	 
	 	 	 	 	And in connection with business-related matters, with a copy to:
	 
	 	 	 	 	 	 
	 	 	 	 	JPMorgan Chase Bank, N.A.
	 	 	 	 	Global Oil & Gas Group
	 	 	 	 	600 Travis, 20th Floor
	 	 	 	 	Houston, Texas 77002
	

	 	 	 	Attention:
	 	Robert C. Mertensotto






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	 	 	 	Telephone No.:
	 	713-216-4147
	

	 	 	 	Facsimile No.:
	 	713-216-8870







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



     (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communications pursuant to procedures approved by the Administrative Agent;
provided that the foregoing shall not apply to notices pursuant to Article II
unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative
Agent or the Borrower may, in its discretion, agree to accept notices and other communications to
it hereunder by electronic communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or communications.



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



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



     SECTION 10.4 Indemnification. In consideration of the execution and delivery of this
Agreement by each Lender and the extension of the Commitments, the Borrower hereby indemnifies,
exonerates and holds each Agent, the Arranger and each Lender and each of their respective
officers, directors, employees and agents (collectively, the “Indemnified Parties”),
WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNIFIED PARTIES, free and harmless from and
against any and all actions, causes of action, suits, losses, costs, liabilities and damages, and
expenses incurred in connection therewith (irrespective of



45









 







whether any such Indemnified Party is a party to the action for which indemnification
hereunder is sought), whether brought by a third party or by the Borrower and regardless of whether
any Indemnified Party is a party thereto, including reasonable attorneys’ fees and disbursements
(collectively, the “Indemnified Liabilities”), incurred by the Indemnified Parties or any
of them as a result of, or arising out of, or relating to any transaction financed or to be
financed in whole or in part, directly or indirectly, with the proceeds of any Loan; the entering
into and performance of this Agreement and any other Loan Document by any of the Indemnified
Parties; any investigation, litigation or proceeding related to any acquisition or proposed
acquisition by the Borrower or any of its Restricted Subsidiaries of all or any portion of the
stock or assets of any Person, whether or not such Agent, the Arranger or such Lender is party
thereto; any investigation, litigation or proceeding related to any environmental cleanup, audit,
compliance or other matter relating to the protection of the environment or the Release by the
Borrower or any of its Restricted Subsidiaries of any Hazardous Material; or the presence on or
under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or releases
from, any real property owned or operated by the Borrower or any Subsidiary thereof of any
Hazardous Material (including any losses, liabilities, damages, injuries, costs, expenses or claims
asserted or arising under any Environmental Law), regardless of whether caused by, or within the
control of, the Borrower or such Subsidiary; provided that such indemnity shall not, as to
any Indemnified Party, be available to the extent that such losses, claims, damages, liabilities or
related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party
or (y) result from a claim brought by the Borrower or any Subsidiary against an Indemnified Party
for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan
Document, if the Borrower or such Subsidiary has obtained a final and nonappealable judgment in its
favor on such claim as determined by a court of competent jurisdiction. If and to the extent that
the foregoing undertaking may be unenforceable for any reason, the Borrower hereby agrees to make
the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities
which is permissible under applicable law.



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



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



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



     SECTION 10.8 Governing Law; Entire Agreement. THIS AGREEMENT AND EACH OTHER LOAN
DOCUMENT SHALL EACH BE DEEMED TO BE A



46









 







CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF TEXAS, WITHOUT GIVING
EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS. This Agreement and the other Loan Documents constitute
the entire understanding among the parties hereto with respect to the subject matter hereof and
supersede any prior agreements, written or oral, with respect thereto.



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



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



     SECTION 10.10.1 Assignments. Any Lender (a) with the written consent of the Borrower
(provided that the consent of the Borrower shall not be required if an Event of Default has
occurred and is continuing) and the Administrative Agent (which consent of the Borrower, if
applicable, and the Administrative Agent shall not be unreasonably delayed or withheld), may at any
time assign and delegate to one or more commercial banks or other financial institutions, and (b)
with notice to the Borrower and the Administrative Agent, but without the consent of the Borrower
or the Administrative Agent, may assign and delegate to any of its Affiliates or to any other
Lender, Lender Affiliate or Approved Fund (each Person described in either of the foregoing clauses
as being the Person to whom such assignment and delegation is to be made, being hereinafter
referred to as an “Assignee Lender”), all or any fraction of such Lender’s total Loans and
Commitments (which assignment and delegation shall be of a constant, and not a varying, percentage
of all the assigning Lender’s Loans and Commitments and which shall be of equal pro
rata shares of the Facility) in a minimum aggregate amount of $5,000,000 (or in a minimum
amount of $1,000,000 in the case of an assignment to an Approved Fund with respect to which such
Approved Fund plus the Lender or an Affiliate of such Lender who administers or manages such
Approved Fund plus other Approved Funds administered or managed by the such Lender or an Affiliate
of such Lender will then hold an amount of $5,000,000 or more); provided, however,
that any such Assignee Lender will comply, if applicable, with the provisions contained in the last
sentence of Section 4.6 and further, provided, however, that, the
Borrower and the Administrative Agent shall be entitled to continue to deal solely and directly
with such Lender in connection with the interests so assigned and delegated to an Assignee Lender
until (i) written notice of such assignment and delegation, together with payment instructions,
addresses and related information with respect to such Assignee Lender, shall have been given to
the Borrower and the Administrative Agent by such Lender and such Assignee Lender, (ii) such
Assignee Lender shall have executed and delivered to the Borrower and the Administrative Agent a
Lender Assignment Agreement, accepted by the Administrative Agent, (iii) such Assignee Lender shall
have delivered to the Administrative Agent an Administrative Questionnaire, and (iii) the
processing fees described below shall have been paid. For the purposes of this Section
10.10.1, the term “Approved Fund” has the following meaning:



47









 






““Approved Fund” means any Person (other than a natural person) that is
engaged in making, purchasing, holding or investing in bank loans and similar
extensions of credit in the ordinary course of its business and that is administered
or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an
Affiliate of an entity that administers or manages a Lender.”



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



     SECTION 10.10.2 Participations. Any Lender may at any time sell to one or more
commercial banks or other Persons (each of such commercial banks and other Persons being herein
called a “Participant”) participating interests in any of the Loans, Commitments or other
interests of such Lender hereunder; provided, however, that (a) no participation
contemplated in this Section 10.10 shall relieve such Lender from its Commitments or its
other obligations hereunder or under any other Loan Document, (b) such Lender shall remain solely
responsible for the performance of its Commitments and such other obligations, (c) the Borrower and
the Administrative Agent shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement and each of the other Loan
Documents, (d) no Participant, unless such Participant is an Affiliate of such Lender, or is itself
a Lender, shall be entitled to require such Lender to take or refrain from taking any action
hereunder or under any other Loan Document, except that such Lender may agree with any Participant
that such Lender will not, without such Participant’s consent, take any actions of the type
described in clause (b) or (c) of Section 10.1, and (e) the Borrower shall
not be required to pay any amount under Section 4.6 that is greater than the amount which
it would have been required to pay had no participating interest been sold. The Borrower
acknowledges and agrees that each Participant, for purposes of Sections 4.3, 4.4,
4.5, 4.6, 4.7, 4.8, 4.9 and 10.4, shall be
considered a Lender; provided that this sentence shall not obligate the Borrower to pay more under
such Sections that it would be obligated to pay had no such participation been granted.



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



48









 







of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a
party hereto.



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



     SECTION 10.12 Confidentiality. Each of the Agents and the Lenders agrees to maintain
the confidentiality of the Information (as defined below), except that Information may be disclosed
(a) to its and its Affiliates’ directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom such disclosure is
made will be informed of the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory authority or
self-regulatory body, (c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with
the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement
or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an
agreement containing provisions substantially the same as those of this Section, to (i) any
assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights
or obligations under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any hedging agreement, (g) with the consent of Borrower or (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of this Section by
any Person or (ii) becomes available to any Agent or any Lender on a nonconfidential basis from a
source other than Borrower or any of its Affiliates. For the purposes of this Section,
“Information” means all information received from Borrower or its Affiliate relating to
Borrower and its Subsidiaries or their business, other than any such information that is available
to any Agent or any Lender on a nonconfidential basis prior to disclosure by Borrower or any of its
Affiliates. Any Person required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.



     SECTION 10.13 Forum Selection and Consent to Jurisdiction. ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
THE ADMINISTRATIVE AGENT, THE LENDERS OR THE BORROWER SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY
IN THE COURTS OF THE STATE OF TEXAS OR NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF TEXAS OR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED, HOWEVER,
THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE
ADMINISTRATIVE AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER
PROPERTY MAY BE FOUND. THE BORROWER, THE ADMINISTRATIVE AGENT,



49









 







AND EACH LENDER HEREBY EXPRESSLY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURTS OF
THE STATE OF TEXAS OR NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
TEXAS OR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH
ABOVE AND IRREVOCABLY AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH
LITIGATION. THE BORROWER, THE ADMINISTRATIVE AGENT, AND EACH LENDER FURTHER IRREVOCABLY CONSENT TO

THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR
WITHOUT THE STATE OF TEXAS. THE BORROWER, THE ADMINISTRATIVE AGENT, AND EACH LENDER HEREBY
EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT
MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH
COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION
OF ANY COURT OF FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO
JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE
BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS.



     SECTION 10.14 Waiver of Jury Trial. THE ADMINISTRATIVE AGENT, THE LENDERS AND THE
BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH,
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE LENDERS OR THE BORROWER.
THE BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR
THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND
THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT AND THE LENDERS ENTERING
INTO THIS AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.



     SECTION 10.15 USA Patriot Act Notice. Each Lender and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the
requirements of the USA Patriot Act, it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of the Borrower and other
information that will allow such Lender or the Administrative Agent, as applicable, to identify the
Borrower in accordance with the USA Patriot Act.




50









 






     SECTION 10.16 NO ORAL AGREEMENTS. THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.



[SIGNATURES BEGIN ON FOLLOWING PAGE]




51









 





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



	 	 	 
	

	 	NOBLE ENERGY, INC., as the Borrower
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 1

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	JPMORGAN CHASE BANK, N.A., individually as a Lender and as the Administrative Agent
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 2

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	WACHOVIA BANK, NATIONAL ASSOCIATION, individually as a Lender and as a Co-Syndication Agent
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 3

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	THE ROYAL BANK OF SCOTLAND PLC, individually as a Lender and as a Co-Syndication Agent
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 4

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	DEUTSCHE BANK SECURITIES INC., individually as a Co-Documentation Agent
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:
	 
	 	 
	

	 	DEUTSCHE BANK AG NEW YORK BRANCH, individually as a Lender
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 5

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	CITIBANK, N.A., individually as a Lender and as a Co-Documentation Agent
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 6

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	BARCLAYS BANK PLC, individually as a Lender
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 7

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	BNP PARIBAS, individually as a Lender
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 8

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	SOCIÉTÉ GÉNÉRALE, individually as a Lender
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 9

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	SUMITOMO MITSUI BANKING CORPORATION, individually as a Lender
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 10

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	BANK OF AMERICA, N.A., individually as a Lender
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 11

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	THE BANK OF TOKYO-MITSUBISHI, LTD., individually as a Lender
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 12

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	CALYON NEW YORK BRANCH, individually as a Lender
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 13

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	WELLS FARGO BANK, NA, individually as a Lender
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 14

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	HSBC BANK USA, NATIONAL ASSOCIATION, individually as a Lender
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 15

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	MIZUHO CORPORATE BANK, LTD., individually as a Lender
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 16

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	SUNTRUST BANK, individually as a Lender
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 17

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	DNB NOR BANK ASA, individually as a Lender
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 18

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	FORTIS CAPITAL CORP., individually as a Lender
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 19

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	KBC BANK N.V., individually as a Lender
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 20

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	UBS LOAN FINANCE LLC, individually as a Lender
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 21

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	THE BANK OF NEW YORK, individually as a Lender
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 22

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	BAYERISCHE LANDESBANK, CAYMAN ISLANDS BRANCH, individually as a Lender
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 23

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	HARRIS NESBITT FINANCING, INC., individually as a Lender
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 24

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	COMERICA BANK, individually as a Lender
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 25

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	ING CAPITAL LLC, individually as a Lender
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 26

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	UFJ BANK, individually as a Lender
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 27

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	U.S. BANK NATIONAL ASSOCIATION, individually as a Lender
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 28

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	CREDIT SUISSE FIRST BOSTON, acting through its Cayman Island Branch, individually as a Lender
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 29

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]




 









 








	 	 	 
	

	 	MORGAN STANLEY BANK, individually as a Lender
	 
	 	 
	

	 	By:                                                                                
	

	 	Name:
	

	 	Title:






S - 30

[SIGNATURE PAGE TO NOBLE

ENERGY, INC. CREDIT AGREEMENT]





 









 






SCHEDULE I




DISCLOSURE SCHEDULE




	 	 	 	 	 
	ITEM 5.1.6

	 	Material Adverse Change.
	 	None
	ITEM 6.5

	 	Financial Information.
	 	None
	ITEM 6.7

	 	Litigation. None	 	 






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



Schedule I – Page 1




 









 








SCHEDULE II




SCHEDULE OF COMMITMENTS




	 	 	 	 	 	 	 	 
	 
	 	NAME OF LENDER

	 	 	COMMITMENTS        
	 
	 	JPMorgan Chase Bank, N.A.

	 	 	$	50,000,000.00	 	 
	 	Wachovia Bank, National Association

	 	 	$	75,000,000.00	 	 
	 	The Royal Bank of Scotland plc

	 	 	$	75,000,000.00	 	 
	 	Deutsche Bank AG New York Branch

	 	 	$	50,000,000.00	 	 
	 	Citibank, N.A.

	 	 	$	50,000,000.00	 	 
	 	Barclays Bank PLC

	 	 	$	75,000,000.00	 	 
	 	BNP Paribas

	 	 	$	75,000,000.00	 	 
	 	Société Générale

	 	 	$	75,000,000.00	 	 
	 	Sumitomo Mitsui Banking Corporation

	 	 	$	75,000,000.00	 	 
	 	Bank of America, N.A.

	 	 	$	50,000,000.00	 	 
	 	The Bank of Tokyo-Mitsubishi, Ltd.

	 	 	$	50,000,000.00	 	 
	 	Calyon New York Branch

	 	 	$	50,000,000.00	 	 
	 	Wells Fargo Bank, NA

	 	 	$	50,000,000.00	 	 
	 	HSBC Bank USA, National Association

	 	 	$	50,000,000.00	 	 
	 	Mizuho Corporate Bank, Ltd.

	 	 	$	50,000,000.00	 	 
	 	SunTrust Bank

	 	 	$	50,000,000.00	 	 
	 	DnB NOR Bank ASA

	 	 	$	40,000,000.00	 	 
	 	Fortis Capital Corp.

	 	 	$	40,000,000.00	 	 
	 	KBC Bank N.V.

	 	 	$	40,000,000.00	 	 
	 	UBS Loan Finance LLC

	 	 	$	25,000,000.00	 	 
	 	The Bank of New York

	 	 	$	25,000,000.00	 	 
	 	Bayerische Landesbank, Cayman Islands Branch

	 	 	$	25,000,000.00	 	 
	 	Harris Nesbitt Financing, Inc.

	 	 	$	25,000,000.00	 	 
	 	Comerica Bank

	 	 	$	25,000,000.00	 	 
	 	ING Capital LLC

	 	 	$	25,000,000.00	 	 
	 	UFJ Bank

	 	 	$	25,000,000.00	 	 
	 





Schedule II – Page 1




 









 








	 	 	 	 	 	 	 	 
	 	NAME OF LENDER

	 	 	COMMITMENTS        
	 
	 	U.S. Bank National Association

	 	 	$	25,000,000.00	 	 
	 	Credit Suisse First Boston

	 	 	$	15,000,000.00	 	 
	 	Morgan Stanley Bank

	 	 	$	15,000,000.00	 	 
	 	
 
	 	 	 	 	 	 
	 	TOTAL

	 	 	$	1,300,000,000	 	 
	 	 
	 	 	 	 	 	 
	 





Schedule II – Page 2




 









 








SCHEDULE 6.8




SUBSIDIARIES




	 	 	 	 	 	 	 
	 	 	State or	 	 	 	Restricted/
	 	 	Jurisdiction of	 	 	 	Unrestricted
	Name	 	Organization	 	Ownership %	 	Subsidiary
	Noble Energy

	 	Delaware
	 	100% owned by Noble Energy, Inc.
	 	Unrestricted
	Marketing, Inc.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Noble Gas Pipeline,

	 	Delaware
	 	100% owned by Noble Energy,
	 	Unrestricted
	Inc.

	 	 	 	Marketing, Inc.	 	 
	 
	 	 	 	 	 	 
	Samedan Oil of

	 	Delaware
	 	100% owned by Noble Energy, Inc.
	 	Restricted
	Canada, Inc.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Samedan North Sea,

	 	Delaware
	 	100% owned by Noble Energy, Inc.
	 	Restricted
	Inc.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Samedan Oil of

	 	Delaware
	 	100% owned by Noble Energy, Inc.
	 	Restricted
	Indonesia, Inc.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Samedan Pipe Line

	 	Delaware
	 	100% owned by Noble Energy, Inc.
	 	Restricted
	Corporation
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Samedan Royalty

	 	Delaware
	 	100% owned by Noble Energy, Inc.
	 	Restricted
	Corporation
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Comin 1989

	 	Oklahoma
	 	Samedan Royalty Corporation,
	 	Restricted
	Partnership

	 	 	 	managing partner	 	 
	 
	 	 	 	 	 	 
	Samedan of Tunisia,

	 	Delaware
	 	100% owned by Noble Energy, Inc.
	 	Restricted
	Inc.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Samedan,

	 	Delaware
	 	100% owned by Noble Energy, Inc.
	 	Unrestricted
	Mediterranean Sea,
	 	 	 	 	 	 
	Inc.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Samedan of North

	 	Delaware
	 	100% owned by Noble Energy, Inc.
	 	Unrestricted
	Africa, Inc.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Samedan Vietnam

	 	Cayman
	 	100% owned by Samedan of North
	 	Unrestricted
	Limited

	 	Islands
	 	Africa, Inc.	 	 
	 
	 	 	 	 	 	 
	EDC Ireland

	 	Cayman
	 	100% owned by Samedan of North
	 	Unrestricted
	

	 	Islands
	 	Africa, Inc.	 	 
	 
	 	 	 	 	 	 
	Noble Energy

	 	Cayman
	 	100% owned by Samedan of North
	 	Unrestricted
	International Ltd.

	 	Islands
	 	Africa, Inc.	 	 
	 
	 	 	 	 	 	 
	Noble Energy

	 	Cayman
	 	100% owned by Samedan of North
	 	Unrestricted
	Hannah Ltd.

	 	Islands
	 	Africa, Inc.	 	 






Schedule 6.8 – Page 1




 









 








	 	 	 	 	 	 	 
	 	 	State or	 	 	 	Restricted/
	 	 	Jurisdiction of	 	 	 	Unrestricted
	Name	 	Organization	 	Ownership %	 	Subsidiary
	Noble Energy West

	 	Delaware
	 	100% owned by Samedan of North
	 	Unrestricted
	Africa Ltd.

	 	 	 	Africa, Inc.	 	 
	 
	 	 	 	 	 	 
	Machalapower Cia.

	 	Cayman
	 	100% owned by Noble Energy
	 	Unrestricted
	Ltda.

	 	Islands
	 	International Ltd.	 	 
	 
	 	 	 	 	 	 
	Noble Energy

	 	Cayman
	 	100% owned by Noble Energy
	 	Unrestricted
	Mediterranean Ltd.

	 	Islands
	 	International Ltd.	 	 
	 
	 	 	 	 	 	 
	Samedan Transfer

	 	Cayman
	 	100% owned by Noble Energy
	 	Unrestricted
	Sub

	 	Islands
	 	International Ltd.	 	 
	 
	 	 	 	 	 	 
	Temin 1987

	 	Oklahoma
	 	Noble Energy, Inc., managing partner
	 	 Restricted
	Partnership
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Energy

	 	Delaware
	 	100% owned by Noble Energy, Inc.
	 	Unrestricted
	Development

Corporation
	 	 	 	 	 	 
	(Argentina), Inc.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Energy

	 	Delaware
	 	100% owned by Noble Energy, Inc.
	 	Unrestricted
	Development
	 	 	 	 	 	 
	Corporation
	 	 	 	 	 	 
	(China), Inc.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Energy

	 	Delaware
	 	100% owned by Noble Energy, Inc.
	 	Restricted
	Development
	 	 	 	 	 	 
	Corporation (HIPS),
	 	 	 	 	 	 
	Inc.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Noble Energy

	 	Cayman
	 	100% owned by EDC Ecuador Ltd.
	 	Unrestricted
	Ecuador Ltd.

	 	Islands	 	 	 	 
	 
	 	 	 	 	 	 
	EDC Ecuador Ltd.

	 	Cayman
	 	100% owned by Noble Energy, Inc.
	 	Unrestricted
	

	 	Islands	 	 	 	 
	 
	 	 	 	 	 	 
	EDC Australia Ltd.

	 	Delaware
	 	100% owned by Noble Energy, Inc.
	 	Restricted
	 
	 	 	 	 	 	 
	EDC Portugal Ltd.

	 	Delaware
	 	100% owned by Noble Energy, Inc.
	 	Restricted
	 
	 	 	 	 	 	 
	Gasdel Pipeline

	 	New Jersey
	 	100% owned by Noble Energy, Inc.
	 	Restricted
	System
	 	 	 	 	 	 
	Incorporated
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Producers Service,
Inc.

	 	New Jersey
	 	100% owned by Noble Energy, Inc.
	 	Restricted
	 
	 	 	 	 	 	 
	HGC, Inc.

	 	Delaware
	 	100% owned by Noble Energy, Inc.
	 	Restricted
	 
	 	 	 	 	 	 
	EDC (UK) Limited

	 	Delaware
	 	100% owned by Noble Energy, Inc.
	 	Restricted






Schedule 6.8 – Page 2




 









 








	 	 	 	 	 	 	 
	 	 	State or	 	 	 	Restricted/
	 	 	Jurisdiction of	 	 	 	Unrestricted
	Name	 	Organization	 	Ownership %	 	Subsidiary
	EDC (Denmark)

	 	Delaware
	 	100% owned by EDC (UK) Limited
	 	Restricted
	Inc.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Noble Energy

	 	England
	 	100% owned by EDC (UK) Limited
	 	Restricted
	(Europe) Limited
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Noble Energy (ISE)

	 	Scotland
	 	100% owned by Noble Energy
	 	Restricted
	Limited

	 	 	 	(Europe) Limited	 	 
	 
	 	 	 	 	 	 
	Noble Energy

	 	England
	 	100% owned by Noble Energy
	 	Restricted
	(Oilex) Limited

	 	 	 	(Europe) Limited	 	 
	 
	 	 	 	 	 	 
	Brabant Oil Limited

	 	England
	 	100% owned by Noble Energy
	 	Restricted
	

	 	 	 	(Europe) Limited	 	 
	 
	 	 	 	 	 	 
	LaTex Resources Inc.

	 	Colorado
	 	100% owned by Noble Energy, Inc.
	 	Unrestricted
	 
	 	 	 	 	 	 
	Noble Energy EG

	 	Cayman
	 	100% owned by Noble Energy
	 	Unrestricted
	Ltd.

	 	Islands
	 	International Ltd.	 	 
	 
	 	 	 	 	 	 
	Noble Energy

	 	Delaware
	 	100% owned by Noble Energy, Inc.
	 	Restricted
	(Louisiana), LLC
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Noble Energy, LLC

	 	Delaware
	 	100% owned by Noble Energy, Inc.
	 	Restricted
	 
	 	 	 	 	 	 
	Noble Energy, LP

	 	Delaware
	 	1% GP Interest owned by Noble
	 	Restricted
	

	 	 	 	Energy, Inc., 99% LP Interest owned	 	 
	

	 	 	 	by Noble Energy, LLC	 	 
	 
	 	 	 	 	 	 
	Noble Energy

	 	Delaware
	 	100% owned by Noble Energy, Inc.
	 	Restricted
	Production, Inc.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Noble Energy JDZ

	 	Cayman
	 	100% owned by Noble Energy	 	 
	Ltd.

	 	Islands
	 	International Ltd.
	 	Unrestricted






Schedule 6.8 – Page 3




 









 








SCHEDULE 7.2.2




EXISTING LIENS




NONE




Schedule 7.2.2 – Page 1




 









 








EXHIBIT 2.5




BORROWING REQUEST




JPMorgan Chase Bank, N.A., as Administrative Agent

Agency Services

1111 Fannin Street, 10th Floor

Houston, Texas 77002

Attention: Rose Salvacion

Telephone No.: (713) 750-2501

Facsimile No.: (713) 427-6307



JPMorgan Chase Bank, N.A., as Administrative Agent

Global Oil & Gas Group

600 Travis, 20th Floor

Houston, Texas 77002

Attention: Peter Licalzi

Telephone: 713-216-8869

Facsimile: 713-216-4117



NOBLE ENERGY, INC.




Gentlemen and Ladies:




     This Borrowing Request is delivered to you pursuant to Section 2.5 of the Credit
Agreement, dated as of April 4, 2005 (as may be amended, supplemented, restated or otherwise
modified from time to time, the “Credit Agreement”), among Noble Energy, Inc., a Delaware
corporation (the “Borrower”), JPMorgan Chase Bank, N.A., as administrative agent (in such
capacity, together with any successor(s) thereto in such capacity, the “Administrative
Agent”), the various other agents party thereto, and certain commercial lending institutions as
are or may become Lenders thereunder. Unless otherwise defined herein or the context otherwise
requires, terms used herein have the meanings provided in the Credit Agreement.



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



     The Borrower hereby acknowledges that, pursuant to Section 5.3.2 of the Credit
Agreement, each of the delivery of this Borrowing Request and the acceptance by the Borrower of the
proceeds of the Loans requested hereby constitute a representation and warranty by the Borrower
that, on the date of such Loans, and before and after giving effect thereto and to the application
of the proceeds therefrom, all statements set forth in Section 5.3.1 are true and correct
in all material respects.



     The Borrower agrees that if prior to the time of the Borrowing requested hereby any matter
certified to herein by it will not be true and correct at such time as if then made, it will



Exhibit 2.5 – Page 1




 









 








immediately so notify the Administrative Agent. Except to the extent, if any, that prior to
the time of the Borrowing requested hereby the Administrative Agent shall receive written notice to
the contrary from the Borrower, each matter certified to herein shall be deemed once again to be
certified as true and correct at the date of such Borrowing as if then made.



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



	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Amount to be	 	 	Person to be Paid	 	 	Name, Address, etc.	 
	 	Transferred	 	 	Name	 	 	Account No.	 	 	of Transferee Lender	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	$                              

	 	 	                    
	 	 	                    
	 	 	                                                                                	 
	 	

	 	 	 	 	 	 	 	 	                                                                                	 
	 	

	 	 	 	 	 	 	 	 	Attention:                                                            	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	$                              

	 	 	                    
	 	 	                    
	 	 	                                                                                	 
	 	

	 	 	 	 	 	 	 	 	                                                                                	 
	 	

	 	 	 	 	 	 	 	 	Attention:                                                            	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Balance of such

	 	 	The Borrower
	 	 	                    
	 	 	                                                                                	 
	 	proceeds

	 	 	 	 	 	 	 	 	                                                                                	 
	 	

	 	 	 	 	 	 	 	 	Attention:                                                            	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 





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



	 	 	 	 	 
	 	 	NOBLE ENERGY, INC.
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	 	 	Name:
	 	 	Title:






Exhibit 2.5 – Page 2




 









 








EXHIBIT 2.6




CONTINUATION/CONVERSION NOTICE




JPMorgan Chase Bank, N.A., as Administrative Agent

Agency Services

1111 Fannin Street, 10th Floor

Houston, Texas 77002

Attention: Rose Salvacion

Telephone No.: (713) 750-2501

Facsimile No.: (713) 427-6307



JPMorgan Chase Bank, N.A., as Administrative Agent

Global Oil & Gas Group

600 Travis, 20th Floor

Houston, Texas 77002

Attention: Peter Licalzi

Telephone: 713-216-8869

Facsimile: 713-216-4117



NOBLE ENERGY, INC.




Gentlemen and Ladies:




     This Continuation/Conversion Notice is delivered to you pursuant to Section 2.6 of the
Credit Agreement, dated as of April 4, 2005 (as may be amended, supplemented, restated or otherwise
modified from time to time, the “Credit Agreement”), among Noble Energy, Inc., a Delaware
corporation (the “Borrower”), JPMorgan Chase Bank, N.A., as administrative agent (in such
capacity, together with any successor(s) thereto in such capacity, the “Administrative
Agent”), the other agents party thereto, and certain commercial lending institutions as are or
may become Lenders thereunder. Unless otherwise defined herein or the context otherwise requires,
terms used herein have the meanings provided in the Credit Agreement.



     The Borrower hereby requests that on ___, 200___,




     (1) $___of the presently outstanding principal amount of the Loans originally
made on ___, 200___[and $___of the presently outstanding principal amount of
the Loans originally made on ___, 200_],




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




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




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



The Borrower hereby:




Exhibit 2.6 – Page 1




 









 









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




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



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



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



	 	 	 	 	 
	 	 	NOBLE ENERGY, INC.
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	 	 	Name:
	 	 	Title:






Exhibit 2.6 – Page 2




 









 








EXHIBIT 2.8




[FORM OF]




NOTE




	 	 	 	 	 
	$___

	 	 	 	April 4, 2005






     FOR VALUE RECEIVED, the undersigned, NOBLE ENERGY, INC., a Delaware corporation (the
“Borrower”), promises to pay to the order of ______(the
“Lender”) on the Maturity Date the principal sum of ______AND
___/100 DOLLARS ($______) or, if less, the aggregate unpaid principal amount of all
Obligations shown on the schedule attached hereto (and any continuation thereof, provided, however,
that the failure to make such notations shall not limit or otherwise affect the obligations of the
Borrower under this Note or the Credit Agreement), in either case made by the Lender pursuant to
that certain Credit Agreement, dated as of April 4, 2005 (together with all amendments and other
modifications, if any, from time to time thereafter made thereto, the “Credit Agreement”),
among Borrower, the Lenders party thereto (including the Lender), JPMorgan Chase Bank, N.A., as
administrative agent (in such capacity, together with any successor(s) thereto in such capacity,
the “Administrative Agent”), and the other agents party thereto.



     The Borrower also promises to pay interest on the unpaid principal amount hereof from time to
time outstanding from the date hereof until maturity (whether by acceleration or otherwise) and,
after maturity, until paid, at the rates per annum and on the dates specified in the Credit
Agreement.



     This Note (the “Note”) evidences Indebtedness incurred under the Credit Agreement to
which reference is made for a statement of the terms and conditions on which the Borrower is
permitted and required to make prepayments and repayments of principal of the Indebtedness
evidenced by this Note and on which such Indebtedness may be declared to be immediately due and
payable. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement.



     All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment
for payment, demand, protest and notice of dishonor.



     THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
TEXAS.



	 	 	 	 	 
	 	 	NOBLE ENERGY, INC.
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	 	 	Name:
	 	 	Title:






Exhibit 2.8 – Page 1




 









 








LOANS AND PRINCIPAL PAYMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	Interest	 	 	Amount of	 	 	Unpaid	 	 	 	 	 	 	 
	 	 	 	 	Amount of	 	 	Period (if	 	 	Principal	 	 	Principal	 	 	 	 	 	Notation	 
	 	Date	 	 	Loan Made	 	 	Applicable)	 	 	Repaid	 	 	Balance	 	 	Total	 	 	Made By	 
	 	 

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 





Exhibit 2.8 – Page 2




 









 








EXHIBIT 5.1.4




OPINION OF COUNSEL TO THE BORROWER


April 4, 2005




The Lenders and the Agents Party to the Credit Agreement

c/o JPMorgan Chase Bank, N.A.,

     as Administrative Agent for the Lenders

1111 Fannin Street, 10th Floor

Houston, Texas 77002



Ladies and Gentlemen:



     We have acted as counsel to Noble Energy, Inc., a Delaware corporation (“Borrower”), in
connection with the $1,300,000,000 Credit Agreement dated as of April 4, 2005 (the “Agreement”)
among Borrower, JPMorgan Chase Bank, N.A., individually and as administrative agent for the Lenders
(“Agent”), certain Co-Documentation Agents, certain Co-Syndication Agents, and Lenders named
therein. This opinion letter is delivered to you pursuant to Section 5.1.3 of the
Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings given
to them in the Agreement.



     In our capacity as counsel for Borrower, we have examined executed originals or telecopies of
executed originals of the Agreement and the other Loan Documents that have been executed and
delivered to you by Borrower today in connection with the Agreement. We have also examined and
relied upon originals or copies, certified or otherwise authenticated to our satisfaction, of such
corporate records of Borrower, certificates of officers of Borrower, certificates and letters of
public officials, and other instruments and documents as we have deemed necessary to require as a
basis for the opinions hereinafter expressed. In such examination, we have assumed the genuineness
and authenticity of all documents submitted to us as originals (other than the Loan Documents), the
conformity with genuine and authentic originals of all documents submitted to us as copies, and the
genuineness of all signatures (other than the signatures on behalf of Borrower on the Loan
Documents).



     Where facts material to the opinions hereinafter expressed were not independently established
by us, we have relied upon the representations and warranties made to you by Borrower in the Loan
Documents and upon oral and written statements of and information furnished by officers of Borrower
and its Subsidiaries, where we deemed such reliance appropriate under the circumstances. We have
necessarily assumed the accuracy and completeness of such representations, warranties, statements
and other information.



     Based on the foregoing and on the assumptions hereinafter set forth, and subject to the
exceptions, limitations and qualifications hereinafter expressed, it is our opinion that:




     1. Borrower is a duly incorporated and validly existing corporation in good standing
under the laws of the State of Delaware and has the corporate power and



 











 










authority to own its property and assets and to transact the business in which it is
engaged. Borrower is duly qualified and is authorized to do business and is in good
standing as a foreign corporation in the State of Texas. Borrower has the corporate power
to execute, deliver and carry out the terms and provisions of each of the Loan Documents to
which it is a party and has taken all necessary corporate action to authorize the execution,
delivery and performance by it of each of such Loan Documents.




     2. The execution, delivery and performance by Borrower of the Agreement and each other
Loan Document executed by it are within its corporate powers, have been duly authorized by
all necessary corporate action, and do not (i) violate the certificate of incorporation or
by-laws of Borrower, (ii) violate, constitute a breach of or result in the imposition or
creation of (or the obligation to impose or create) a Lien pursuant to, any of the terms or
provisions of any indenture, loan agreement or other agreement to which Borrower is a party
or by which Borrower or its property is bound that is filed as (or incorporated by reference
as) an exhibit to Borrower’s Annual Report on Form 10-K for the fiscal year ended December
31, 2004, (iii) violate any applicable statute, rule or regulation of any governmental body
of the United States of America or the State of Texas, or (iv) to the knowledge of the
undersigned, any court decree or order binding upon Borrower.




     3. No authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body pursuant to any law or any rule or order of
general application is required for the due execution, delivery or performance by Borrower
of any Loan Document to which it is a party.




     4. Neither Borrower nor any of its Subsidiaries is an “investment company” within the
meaning of the Investment Company Act of 1940, as amended, or a “holding company,” or a
“subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of
a “subsidiary company” of a “holding company,” within the meaning of the Public Utility
Holding Company Act of 1935, as amended.




     5. Each of the Loan Documents to which Borrower is a party has been duly executed and
delivered by Borrower. The Loan Documents constitute the legal, valid and binding
obligations of Borrower enforceable in accordance with their respective terms, except as
enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization or
other similar laws affecting creditors’ rights generally and equitable principles of general
applicability.




     6. To the knowledge of the undersigned, there is no pending or threatened litigation,
action, proceeding, or labor controversy affecting Borrower or any of its Subsidiaries,
properties, businesses, assets or revenues, which purports to affect the legality, validity
or enforceability of, or the rights and remedies of Agent and the Lenders under, the
Agreement or any other Loan Document.



     The opinions expressed above are based in part upon the assumptions, and are subject to the
exceptions, limitations and qualifications, set forth below:



 









 






     (a) Whenever any opinion expressed herein with respect to any matter is qualified by
the phrase “to the knowledge of the undersigned,” such phrase (A) indicates that (i) no
information has come to the attention of any attorney of this firm who has devoted
substantive attention to the transactions contemplated in the Agreement that has given any
such person actual knowledge concerning such matter different from that expressed in such
opinion; (ii) except as otherwise stated herein, we have not undertaken any independent
investigation with respect to such matter but have relied on representations made by
Borrower in the Loan Documents and on information otherwise provided to us by it; and (iii)
no inference that any such person has actual knowledge concerning such matters should be
drawn from the fact of our representation of Borrower and its Subsidiaries or our expression
of such opinion; and (B) does not encompass the actual knowledge of any attorney of this
firm who obtained such knowledge in his capacity as a director of Borrower.




     (b) Except as expressly set forth herein, we have made no independent investigation as
to the accuracy or completeness of any representation, warranty, data or other information,
written or oral, made or furnished in or in connection with the Loan Documents, or
otherwise.




     (c) We do not purport to be experts as to the laws of any jurisdiction other than the
State of Texas and the United States of America, and we express no opinion herein with
respect to the laws of any such other jurisdiction, except insofar as the matters covered by
the foregoing opinions may involve or be governed by or construed under the General
Corporation Law of the State of Delaware. Our opinion regarding the General Corporation Law
of the State of Delaware is confined to our reading thereof without application of judicial
or administration interpretations thereof.




     (d) In rendering certain of the opinions expressed above, we have assumed that each of
the Agents and Lenders (i) are duly authorized to execute and deliver (or accept), and have
duly executed and delivered (or accepted), the Loan Documents required to be executed and
delivered (or accepted) by it and (ii) each Lender will fund the Loans to the extent
required to be funded by it under the Agreement.




     (e) We express no opinion concerning (i) any right of any Agent or any Lender or any
other person to be indemnified against (or released from the consequences of) its own
negligence or willful misconduct; (ii) the enforceability of any obligations of any party
other than Borrower; (iii) the effectiveness or enforceability of provisions restricting
access to courts or to legal or equitable remedies or purporting to affect jurisdiction or
venue; or (iv) the effectiveness or enforceability of any waiver of the right to trial by
jury or any rights or benefits that cannot be waived under applicable law.




     (f) For purposes of this opinion, we have assumed that the Borrower is, and in
connection with each incurrence of Indebtedness under the Agreement will be, in compliance
with the covenants contained in Sections 7.2.3(a) and (b) of (i) the
Agreement, (ii) the $400,000,000 Credit Agreement dated as of November 30, 2001, as amended,
among Borrower (formerly known as Noble Affiliates, Inc.), JPMorgan Chase Bank as
Administrative Agent, and the Co-Documentation Agents, Syndication Agent



 









 







and Lenders referred to therein, and (iii) the $400,000,000 Credit Agreement dated as
of October 28, 2004, as amended, among Borrower, JPMorgan Chase Bank as Administrative
Agent, and the Co-Documentation Agents, Syndication Agent and Lenders referred to therein;
and contained in Sections 7.2.3(a) and (b) of: (i) the Term Loan Agreement dated as
of January 30, 2004, among Noble Energy Mediterranean Ltd., Sumitomo Mitsui Banking
Corporation as Initial Lender and as Agent for the Lenders, (ii) the Term Loan Agreement
dated as of February 2, 2004, among Noble Energy Mediterranean Ltd., Bank One, NA as Agent
for the Lenders and certain commercial lending institutions, and (iii) the Term Loan
Agreement dated as of February 4, 2004, among Noble Energy Mediterranean Ltd., the Royal
Bank of Scotland Finance (Ireland) as Agent for the Lenders and as the initial Lender, each
of which Sections 7.2.3(a) and (b) are worded identically to Sections
7.2.3(a) and (b) of the Agreement.



     This opinion letter is to be limited in its use to reliance by you and your counsel in
consummating the Agreement. No other person or entity (other than the Lenders and the Assignee
Lenders or their counsel) may rely or claim reliance on any opinion expressed herein except with
our express written consent. We assume no obligation to supplement this opinion if, after the date
hereof, any applicable law changes or we become aware of any facts that might change the opinions
set forth herein.



Respectfully submitted,




 









 








EXHIBIT 10.10




LENDER ASSIGNMENT AGREEMENT




     Reference is made to that certain Credit Agreement, dated as of April 4, 2005 (as may be
amended, supplemented, restated or otherwise modified from time to time, the “Credit
Agreement”), among Noble Energy, Inc., a Delaware corporation (the “Borrower”),
JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, together with any
successor(s) thereto in such capacity, the “Administrative Agent”), the other agents party
thereto, and certain commercial lending institutions as are or may become Lenders thereunder.
Terms defined in the Credit Agreement are used herein with the same meanings, receipt of which is
acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and made a part of this
Lender Assignment Agreement as if set forth herein in full.



     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions contained in Annex 1 hereto and
the terms and conditions of Section 10.10 of the Credit Agreement, as of the Effective Date
inserted by the Administrative Agent as contemplated below (a) all of the Assignor’s rights and
obligations in its capacity as a Lender under the Credit Agreement and every other Loan Document to
the extent related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of the Assignor under the respective facilities identified below
and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of
action and any other right of the Assignor (in its capacity as a Lender) against any Person,
whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan
Document, or in any way based on or related to any of the foregoing, including, but not limited to,
contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or
in equity related to the rights and obligations sold and assigned pursuant to clause (a)
above (the rights and obligations sold and assigned pursuant to clauses (a) and
(b), collectively, the “Assigned Interest”). Such sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Lender Assignment Agreement,
without representation or warranty by the Assignor.



     THIS LENDER ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF TEXAS.



	 	 	 
	(1) Legal Name of Assignor:
	 	 
	

	 	 
	 
	 	 
	(2) Legal Name of Assignee:
	 	 
	

	 	 
	

	 	[and is a Lender/Lender Affiliate of [identify
	

	 	Lender]]1
	 
	 	 
	(3) Assignee’s Address for Notices:
	 	 
	

	 	 












	1	 	Select as applicable.





Exhibit 10.10 – Page 1




 









 








	 	 	 
	(4) Borrower:

	 	Noble Energy, Inc., a Delaware corporation
	 
	 	 
	(5) Assigned Interest:
	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Aggregate Amount of	 	 	Principal Amount of	 	 	Percentage Assigned of	 
	 	Commitment/Loans for	 	 	Commitment/Loans	 	 	Commitment/Loans2	 
	 	all Lenders	 	 	Assigned	 	 		 
	 	$

	 	 	$	 	 	 	 	 	%	 	 
	 	$

	 	 	$	 	 	 	 	 	%	 	 
	 	$

	 	 	$	 	 	 	 	 	%	 	 
	 











	2	 	Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder.





Exhibit 10.10 – Page 2




 









 








Effective
Date: _________ ___, 200___[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL
BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFORE.]



The terms set forth in this Lender Assignment Agreement are hereby agreed to:



	 	 	 	 	 
	 	 	ASSIGNOR
	 
	 	 	 	 
	 	 	[NAME OF ASSIGNOR]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	

	 	Name:	 	 
	

	 	Title:	 	 
	 
	 	 	 	 
	 	 	ASSIGNEE
	 
	 	 	 	 
	 	 	[NAME OF ASSIGNEE]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	

	 	Name:	 	 
	

	 	Title:	 	 
	 
	 	 	 	 
	 	 	Consented to and Accepted:
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as

	 	 	Administrative Agent
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	

	 	Name:	 	 
	

	 	Title:	 	 
	 
	 	 	 	 
	 	 	Consented to:
	 
	 	 	 	 
	 	 	NOBLE ENERGY, INC.
	

	 	By	 	 
	

	 	 	 	 
	

	 	Name:	 	 
	

	 	Title:	 	 






Exhibit 10.10 – Page 3




 









 








ANNEX 1 to Lender Assignment Agreement




STANDARD TERMS AND CONDITIONS FOR

LENDER ASSIGNMENT AGREEMENT




1. Representations and Warranties.



1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim created by such Assignor and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this Lender Assignment
Agreement and to consummate the transactions contemplated hereby; and (b) assumes no responsibility
with respect to (i) any statements, warranties or representations made in or in connection with the
Credit Agreement or any other Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents, (iii) the financial
condition of Borrower or any of its Subsidiaries or Affiliates, or any other Person obligated with
respect to the Credit Agreement or any other Loan Document or (iv) the performance or observance by
Borrower or any of its Subsidiaries or Affiliates, or any other Person of any of their respective
obligations under the Credit Agreement or any other Loan Document.



1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Lender Assignment
Agreement and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all requirements under the Credit Agreement with respect to the
transactions contemplated hereby (subject to receipt of such consents as may be required under the
Credit Agreement), (iii) subject to acceptance and recording hereof pursuant to Section
10.10 of the Credit Agreement, from and after the Effective Date, it shall be party to the
Credit Agreement and to the other Loan Documents and be bound by the provisions of the Credit
Agreement as a Lender thereunder and to the other Loan Documents and, to the extent of the Assigned
Interest, shall have the obligations of a Lender thereunder, and (iv) it has received a copy of the
Credit Agreement, together with copies of the most recent financial statements delivered pursuant
to Sections 7.1.1(a) and (b) thereof, as applicable, and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into
this Lender Assignment Agreement and to purchase the Assigned Interest on the basis of which it has
made such analysis and decision independently and without reliance on the Administrative Agent or
any other Lender; and (b) agrees that (i) it will, independently and without reliance on the
Administrative Agent, the Assignor 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 the Loan Documents, and (ii) it will perform in accordance with their terms
all of the obligations that by the terms of the Credit Agreement and the other Loan Documents are
required to be performed by it as a Lender.



2. Payments. From and after the Effective Date, the Administrative Agent shall make all
payments in respect of the Assigned Interest (including payments of principal, interest, fees and
other amounts) to the Assignor for amounts that have accrued to but excluding the Effective Date
and to the Assignee for amounts that have accrued from and after the Effective Date.



Exhibit 10.10 – Page 4




 









 








3. General Provisions. This Lender Assignment Agreement shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors and permitted assigns. This
Lender Assignment Agreement may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this Lender
Assignment Agreement by telecopy shall be effective as delivery of a manually executed counterpart
of this Lender Assignment Agreement.



Exhibit 10.10 – Page 5




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	         Page
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	 	 	1	 
	 
	 	 	 	 
	SECTION 1.1 Defined Terms
	 	 	1	 
	SECTION 1.2 Use of Defined Terms
	 	 	14	 
	SECTION 1.3 Cross-References
	 	 	14	 
	SECTION 1.4 Accounting and Financial Determinations
	 	 	14	 
	 
	 	 	 	 
	ARTICLE II THE FACILITY AND BORROWING PROCEDURES
	 	 	15	 
	 
	 	 	 	 
	SECTION 2.1 Facility
	 	 	15	 
	SECTION 2.2 Mandatory Reductions of Commitment Amount
	 	 	15	 
	SECTION 2.3 Voluntary Reductions of Commitment Amount
	 	 	16	 
	SECTION 2.4 Base Rate Loans and Eurodollar Loans
	 	 	16	 
	SECTION 2.5 Borrowing Procedures for Loans
	 	 	16	 
	SECTION 2.6 Continuation and Conversion Elections
	 	 	17	 
	SECTION 2.7 Funding
	 	 	17	 
	SECTION 2.8 Repayment of Loans; Evidence of Debt
	 	 	18	 
	 
	 	 	 	 
	ARTICLE III REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
	 	 	18	 
	 
	 	 	 	 
	SECTION 3.1 Repayments and Prepayments
	 	 	18	 
	SECTION 3.2 Interest Provisions
	 	 	19	 
	SECTION 3.3 Fees
	 	 	19	 
	 
	 	 	 	 
	ARTICLE IV CERTAIN EURODOLLAR AND OTHER PROVISIONS
	 	 	20	 
	 
	 	 	 	 
	SECTION 4.1 Eurodollar Lending Unlawful
	 	 	20	 
	SECTION 4.2 Deposits Unavailable or Eurodollar Interest Rate Unascertainable
	 	 	20	 
	SECTION 4.3 Increased Eurodollar Borrowing Costs, etc
	 	 	21	 
	SECTION 4.4 Funding Losses
	 	 	21	 
	SECTION 4.5 Increased Capital Costs
	 	 	21	 
	SECTION 4.6 Taxes
	 	 	22	 
	SECTION 4.7 Special Fees in Respect of Reserve Requirements
	 	 	23	 
	SECTION 4.8 Payments, Computations, etc
	 	 	24	 
	SECTION 4.9 Sharing of Payments
	 	 	24	 






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(continued)




	 	 	 	 	 
	 	 	             Page
	SECTION 4.10
Replacement of Lender on Account of Increased Costs, Eurodollar
Lending Unlawful, Reserve Requirements, Taxes, Certain Dissents, etc
	 	 	25	 
	SECTION 4.11 Maximum Interest
	 	 	25	 
	 
	 	 	 	 
	ARTICLE V CONDITIONS
	 	 	26	 
	 
	 	 	 	 
	SECTION 5.1 Effective Date
	 	 	26	 
	SECTION 5.2 Initial Borrowing
	 	 	27	 
	SECTION 5.3 All Borrowings
	 	 	28	 
	 
	 	 	 	 
	ARTICLE VI REPRESENTATIONS AND WARRANTIES
	 	 	29	 
	 
	 	 	 	 
	SECTION 6.1 Organization, etc
	 	 	29	 
	SECTION 6.2 Due Authorization, Non-Contravention, etc
	 	 	29	 
	SECTION 6.3 Government Approval, Regulation, etc
	 	 	29	 
	SECTION 6.4 Validity, etc
	 	 	30	 
	SECTION 6.5 Financial Information
	 	 	30	 
	SECTION 6.6 No Material Adverse Change
	 	 	30	 
	SECTION 6.7 Litigation, Labor Controversies, etc
	 	 	30	 
	SECTION 6.8 Subsidiaries
	 	 	30	 
	SECTION 6.9 Taxes
	 	 	30	 
	SECTION 6.10 Pension and Welfare Plans
	 	 	31	 
	SECTION 6.11 Environmental Warranties and Compliance
	 	 	31	 
	SECTION 6.12 Regulation U
	 	 	31	 
	SECTION 6.13 Accuracy of Information
	 	 	31	 
	SECTION 6.14 Use of Proceeds
	 	 	31	 
	 
	 	 	 	 
	ARTICLE VII COVENANTS
	 	 	32	 
	 
	 	 	 	 
	SECTION 7.1 Affirmative Covenants
	 	 	32	 
	SECTION 7.2 Negative Covenants
	 	 	35	 
	 
	 	 	 	 
	ARTICLE VIII EVENTS OF DEFAULT
	 	 	38	 
	 
	 	 	 	 
	SECTION 8.1 Listing of Events of Default
	 	 	38	 
	SECTION 8.2 Action if Bankruptcy
	 	 	40	 
	SECTION 8.3 Action if Other Event of Default
	 	 	40	 
	 
	 	 	 	 
	ARTICLE IX THE AGENTS
	 	 	41	 
	 
	 	 	 	 





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(continued)




	 	 	 	 	 
	 	 	 	Page	 
	SECTION 9.1 Actions
	 	 	41	 
	SECTION 9.2 Funding Reliance, etc
	 	 	41	 
	SECTION 9.3 Exculpation
	 	 	42	 
	SECTION 9.4 Successor
	 	 	42	 
	SECTION 9.5 Loans by the Agents
	 	 	42	 
	SECTION 9.6 Credit Decisions
	 	 	43	 
	SECTION 9.7 Copies, etc
	 	 	43	 
	 
	 	 	 	 
	ARTICLE X MISCELLANEOUS PROVISIONS
	 	 	43	 
	 
	 	 	 	 
	SECTION 10.1 Waivers, Amendments, etc
	 	 	43	 
	SECTION 10.2 Notices
	 	 	44	 
	SECTION 10.3 Payment of Costs, Expenses and Taxes
	 	 	45	 
	SECTION 10.4 Indemnification
	 	 	45	 
	SECTION 10.5 Survival
	 	 	46	 
	SECTION 10.6 Severability
	 	 	46	 
	SECTION 10.7 Headings
	 	 	46	 
	SECTION 10.8 Governing Law; Entire Agreement
	 	 	46	 
	SECTION 10.9 Successors and Assigns
	 	 	47	 
	SECTION 10.10 Sale and Transfer of Loans and Commitments; Participations in Loans
and Commitments
	 	 	47	 
	SECTION 10.11 Other Transactions
	 	 	49	 
	SECTION 10.12 Confidentiality
	 	 	49	 
	SECTION 10.13 Forum Selection and Consent to Jurisdiction
	 	 	49	 
	SECTION 10.14 Waiver of Jury Trial
	 	 	50	 
	SECTION 10.15 USA Patriot Act Notice
	 	 	50	 
	SECTION 10.16 NO ORAL AGREEMENTS
	 	 	51	 






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TABLE OF CONTENTS




SCHEDULES AND EXHIBITS




	 	 	 	 	 
	SCHEDULE I

	 	-
	 	Disclosure Schedule
	SCHEDULE II

	 	-
	 	Schedule of Commitments
	SCHEDULE 6.8

	 	-
	 	Subsidiaries
	SCHEDULE 7.2.2

	 	-
	 	Existing Liens
	 
	 	 	 	 
	EXHIBIT 2.5

	 	-
	 	Form of Borrowing Request
	EXHIBIT 2.6

	 	-
	 	Form of Continuation/Conversion Notice
	EXHIBIT 2.8

	 	-
	 	Form of Note
	EXHIBIT 5.1.4

	 	-
	 	Form of Opinion of Counsel
	EXHIBIT 10.10

	 	-
	 	Form of Lender Assignment Agreement







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