<PAGE>

                                                                    EXHIBIT 10.1

                          [FIVE-YEAR CREDIT AGREEMENT]

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

                                CREDIT AGREEMENT

                            dated as of May 28, 2004

                                      among

                               APACHE CORPORATION,

                            THE LENDERS PARTY HERETO,

                              JPMORGAN CHASE BANK,
                            as Administrative Agent,

                               CITIBANK, N.A., and
                             BANK OF AMERICA, N.A.,
                            as Co-Syndication Agents,

                                       and

                              BARCLAYS BANK PLC and
                              UBS LOAN FINANCE LLC,
                           as Co-Documentation Agents,

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

                          J.P. MORGAN SECURITIES INC.,
                        CITIGROUP GLOBAL MARKETS INC. and
                        BANC OF AMERICA SECURITIES, LLC,
                   as Co-Lead Arrangers and Joint Bookrunners

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                  PAGE
<S>                                                                                                               <C>
ARTICLE I        DEFINITIONS....................................................................................    1

         SECTION 1.1   Defined Terms............................................................................    1

         SECTION 1.2   Classification of Loans and Borrowings...................................................   13

         SECTION 1.3   Terms Generally..........................................................................   13

         SECTION 1.4   Accounting Terms; GAAP...................................................................   14

ARTICLE II       THE CREDITS....................................................................................   14

         SECTION 2.1   Commitments..............................................................................   14

         SECTION 2.2   Loans and Borrowings.....................................................................   14

         SECTION 2.3   Requests for Revolving Borrowings........................................................   15

         SECTION 2.4   Competitive Bid Procedure................................................................   16

         SECTION 2.5   Funding of Borrowings....................................................................   18

         SECTION 2.6   Extension of Maturity Date and of Commitments............................................   18

         SECTION 2.7   Interest Elections.......................................................................   20

         SECTION 2.8   Termination and Reduction of Commitments.................................................   21

         SECTION 2.9   Repayment of Loans; Evidence of Debt.....................................................   22

         SECTION 2.10  Prepayment of Loans......................................................................   23

         SECTION 2.11  Fees.....................................................................................   23

         SECTION 2.12  Interest.................................................................................   24

         SECTION 2.13  Alternate Rate of Interest...............................................................   25

         SECTION 2.14  Increased Costs..........................................................................   25

         SECTION 2.15  Break Funding Payments...................................................................   26

         SECTION 2.16  Taxes....................................................................................   27

         SECTION 2.17  Payments Generally; Pro Rata Treatment; Sharing of Set-offs..............................   28

         SECTION 2.18  Mitigation Obligations; Replacement of Lenders...........................................   29

         SECTION 2.19  Currency Conversion and Currency Indemnity...............................................   30

         SECTION 2.20  Additional Borrowers.....................................................................   31

ARTICLE III      REPRESENTATIONS AND WARRANTIES.................................................................   32

         SECTION 3.1   Organization.............................................................................   32

         SECTION 3.2   Authorization and Validity...............................................................   32

         SECTION 3.3   Government Approval and Regulation.......................................................   32

         SECTION 3.4   Pension and Welfare Plans................................................................   32
</TABLE>

                                      -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                  PAGE
<S>                                                                                                               <C>
         SECTION 3.5   Regulation U.............................................................................   33

         SECTION 3.6   Taxes....................................................................................   33

         SECTION 3.7   Subsidiaries; Restricted Subsidiaries....................................................   33

ARTICLE IV       CONDITIONS.....................................................................................   33

         SECTION 4.1   Effectiveness............................................................................   33

         SECTION 4.2   All Loans................................................................................   35

ARTICLE V        AFFIRMATIVE COVENANTS..........................................................................   35

         SECTION 5.1   Financial Reporting and Notices..........................................................   35

         SECTION 5.2   Compliance with Laws.....................................................................   36

         SECTION 5.3   Maintenance of Properties................................................................   37

         SECTION 5.4   Insurance................................................................................   37

         SECTION 5.5   Books and Records........................................................................   37

         SECTION 5.6   [Intentionally omitted]..................................................................   37

         SECTION 5.7   Use of Proceeds..........................................................................   37

ARTICLE VI       FINANCIAL COVENANTS............................................................................   37

         SECTION 6.1   Ratio of Total Debt to Capital...........................................................   37

ARTICLE VII      NEGATIVE COVENANTS.............................................................................   38

         SECTION 7.1   Liens....................................................................................   38

         SECTION 7.2   Mergers..................................................................................   39

         SECTION 7.3   Asset Dispositions.......................................................................   39

         SECTION 7.4   Transactions with Affiliates.............................................................   39

         SECTION 7.5   Restrictive Agreements...................................................................   40

         SECTION 7.6   Guaranties...............................................................................   40

ARTICLE VIII     EVENTS OF DEFAULT..............................................................................   40

         SECTION 8.1   Listing of Events of Default.............................................................   40

         SECTION 8.2   Action if Bankruptcy.....................................................................   42

         SECTION 8.3   Action if Other Event of Default.........................................................   42

ARTICLE IX       AGENTS.........................................................................................   42

ARTICLE X        MISCELLANEOUS..................................................................................   44

         SECTION 10.1  Notices..................................................................................   44

         SECTION 10.2  Waivers; Amendments......................................................................   45
</TABLE>

                                      -ii-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                  PAGE
<S>                                                                                                               <C>
         SECTION 10.3  Expenses; Indemnity; Damage Waiver.......................................................   46

         SECTION 10.4  Successors and Assigns...................................................................   47

         SECTION 10.5  Survival.................................................................................   50

         SECTION 10.6  Counterparts; Integration; Effectiveness.................................................   50

         SECTION 10.7  Severability.............................................................................   50

         SECTION 10.8  Right of Setoff..........................................................................   50

         SECTION 10.9  GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS...............................   51

         SECTION 10.10 Headings.................................................................................   51

         SECTION 10.11 Confidentiality..........................................................................   52

         SECTION 10.12 Interest Rate Limitation.................................................................   52

         SECTION 10.13 Joint and Several Obligations............................................................   53

         SECTION 10.14 USA PATRIOT Act Notice...................................................................   54

         SECTION 10.15 NO ORAL AGREEMENTS.......................................................................   54
</TABLE>

                                      -iii-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

                             SCHEDULES AND EXHIBITS

EXHIBITS:

Exhibit A     Form of Legal Opinion of Thompson & Knight LLP
Exhibit B     [Intentionally omitted]
Exhibit C     Form of Compliance Certificate
Exhibit D     Form of Assignment and Acceptance
Exhibit E     Form of Borrowing/Interest Election Request
Exhibit F     Form of Competitive Bid Quote Request
Exhibit G     Form of Notice of Competitive Bid Quote Request
Exhibit H     Form of Competitive Bid
Exhibit I     Form of Competitive Bid Accept/Reject Letter
Exhibit J     Form of Additional Borrower Counterpart


SCHEDULES:

Schedule 2.1  Commitments
Schedule 3.7  Subsidiaries; Restricted Subsidiaries
Schedule 7.1  Liens

                                      -iv-
<PAGE>

                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT, dated as of May 28, 2004, is among APACHE
CORPORATION, a Delaware corporation ("Apache" and, together with each other
Person that becomes an Additional Borrower pursuant to Section 2.20, the
"Borrower"), the LENDERS (as defined below) party hereto, JPMORGAN CHASE BANK,
as Administrative Agent, CITIBANK, N.A. and BANK OF AMERICA, N.A., as
Co-Syndication Agents, and BARCLAYS BANK PLC and UBS LOAN FINANCE LLC, as
Co-Documentation Agents.

         The parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

         SECTION 1.1 Defined Terms. As used in this Agreement, the following
terms have the meanings specified below:

         "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

         "Accepting Lenders" is defined in Section 2.6(c).

         "Additional Borrower" means any Person which becomes a Borrower under
this Agreement pursuant to Section 2.20.

         "Additional Borrower Counterpart" is defined in Section 2.20.

         "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.

         "Administrative Agent" means JPMorgan Chase Bank, in its capacity as
Administrative Agent for the Lenders.

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

         "Affiliate" means, with respect to a specified Person, another Person
that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

         "Agents" means each of the Administrative Agent, the Co-Syndication
Agents, and Co-Documentation Agents.

         "Agreed Currency" is defined in Section 2.19(a).

<PAGE>

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

         "Alternate Base Rate" means, for any day, a rate per annum equal to the
greatest of (a) the Prime Rate in effect on such day and (b) the Federal Funds
Effective Rate in effect on such day plus -1/2 of 1%. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

         "Apache" is defined in the preamble.

         "Applicable Percentage" means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment. If
the Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.

         "Applicable Rate" means, for any day, (i) with respect to any
Eurodollar Loan, the applicable rate per annum set forth below under the caption
"Eurodollar Margin" plus the Commitment Utilization Margin, if any, or (ii) with
respect to the Facility Fees payable hereunder, the applicable rate per annum
set forth below under the caption "Facility Fee", in either case, based upon the
ratings by Moody's, S&P and Fitch, respectively, applicable on such date to the
Index Debt:

<TABLE>
<CAPTION>
                              Facility Fee (in basis        Eurodollar Margin (in
   Index Debt Ratings:               points)                    basis points)
   -------------------        ----------------------        ---------------------
<S>                           <C>                           <C>
Category 1:  > or = A/A2               7.0                            23.0

Category 2:  A-/A3                     8.0                            27.0

Category 3:  BBB+/Baa1                10.0                            30.0

Category 4:  BBB/Baa2                 12.5                            37.5

Category 5:  BBB-/Baa3                15.0                            47.5

Category 6:  < BBB-/Baa3              20.0                            55.0
</TABLE>

         For purposes of the foregoing, (i) if either Moody's, S&P or Fitch
shall not have in effect a rating for the Index Debt (other than by reason of
the circumstances referred to in the penultimate sentence of this definition),
then such rating agency shall be deemed to have established a rating in Category
6; (ii) if the ratings established or deemed to have been established by
Moody's, S&P and Fitch for the Index Debt shall fall within different
Categories, the Applicable Rate shall be based on the highest two ratings,
unless the highest two ratings shall fall within different Categories in which
case the Applicable Rate shall be based on the lower of the highest two ratings;
and (iii) if the ratings established or deemed to have been established by
Moody's, S&P and Fitch for the Index Debt shall be changed (other than as a
result of a change in the rating system of Moody's, S&P or Fitch), such change
shall be effective as of the date on which it is first announced by the
applicable rating agency. Each change in the Applicable Rate shall apply during
the period commencing on the effective date of such change and ending on the

                                       2

<PAGE>

date immediately preceding the effective date of the next such change. If the
rating system of Moody's, S&P or Fitch shall change, or if any such rating
agency shall cease to be in the business of rating corporate debt obligations,
Borrower and the Lenders shall negotiate in good faith to amend this definition
to reflect such changed rating system or the unavailability of ratings from such
rating agency and, pending the effectiveness of any such amendment, the
Applicable Rate shall be determined by reference to the rating most recently in
effect prior to such change or cessation. Changes in the Applicable Rate will
occur automatically without prior notice.

         "Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 10.4), and accepted by the Administrative Agent, in
substantially the form of Exhibit D or any other form approved by the
Administrative Agent.

         "Authorized Officer" means, with respect to Apache, the Chairman, the
President, the Executive Vice President and Chief Financial Officer and the Vice
President and Treasurer of Apache, and any officer or employee of Apache
specified as such to the Administrative Agent in writing by any of the
aforementioned officers of Apache, and with respect to any Additional Borrower,
the Chairman, the Vice Chairman, the President, the Executive Vice President and
Chief Financial Officer and the Vice President and Treasurer of such Additional
Borrower, and any officer or employee of such Additional Borrower specified as
such to the Administrative Agent in writing by any of the aforementioned
officers of such Additional Borrower.

         "Availability Period" means, with respect to any Lender, the period
from and including the Effective Date to but excluding the earlier of the
Maturity Date and the date of termination of the Commitment of such Lender;
provided, however, that no Commitment of any Lender shall terminate prior to the
Maturity Date except as provided in Sections 2.6, 2.8, 4.1, 8.2, 8.3 and 10.4.

         "Board" means the Board of Governors of the Federal Reserve System of
the United States of America.

         "Borrower" means Apache Corporation, a Delaware corporation, and each
other Person that becomes an Additional Borrower pursuant to Section 2.20.

         "Borrowing" means (a) Revolving Loans of the same Type, made, converted
or continued on the same date and, in the case of Eurodollar Loans, as to which
a single Interest Period is in effect or (b) a Competitive Loan or group of
Competitive Loans of the same Type made on the same date and as to which a
single Interest Period is in effect.

         "Borrowing Request" means a request by Borrower for a Revolving
Borrowing in accordance with Section 2.3, in substantially the form of Exhibit E
or any other form approved by the Administrative Agent.

         "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that, when used in connection with a Eurodollar Loan,
the term "Business Day" shall

                                       3

<PAGE>

also exclude any day on which banks are not open for dealings in dollar deposits
in the London interbank market.

         "Capital" means the consolidated shareholder's equity of Borrower and
its Subsidiaries plus the consolidated Debt of Borrower and its Subsidiaries.

         "CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, 42 U.S.C. Section 9601, et. seq., as amended from
time to time.

         "Certificate of Extension" means a certificate of Borrower, executed by
an Authorized Officer and delivered to the Administrative Agent, in a form
acceptable to the Administrative Agent, which requests an extension of the then
scheduled Maturity Date pursuant to Section 2.6.

         "Change in Law" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender (or, for
purposes of Section 2.16(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

         "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans
or Competitive Loans.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

         "Co-Documentation Agents" means Barclays Bank PLC and UBS Loan Finance
LLC, in their capacity as co-documentation agents.

         "Commitment" means, with respect to each Lender, the commitment of such
Lender to make Revolving Loans, as such commitment may be (a) reduced from time
to time pursuant to Section 2.8, (b) reduced or increased from time to time
pursuant to Section 2.6 or pursuant to assignments by or to such Lender pursuant
to Section 10.4 and (c) terminated pursuant to Sections 4.1, 8.2 or 8.3. The
amount of the Commitment represents such Lender's maximum Revolving Credit
Exposure hereunder. The initial amount of each Lender's Commitment is set forth
on Schedule 2.1, or in the Assignment and Acceptance pursuant to which such
Lender shall have assumed its Commitment, as applicable. The initial aggregate
amount of the Lenders' Commitments is $750,000,000.

         "Commitment Utilization" means, for any period, the ratio of (i) the
aggregate principal amount of then outstanding Loans (other than any Competitive
Loans) to (ii) the then aggregate amount of the Commitments.

         "Commitment Utilization Margin" means, on any date, if the Commitment
Utilization is less than 50%, then an amount equal to zero basis points per
annum (0 bps) and, if the Commitment Utilization is greater than or equal to
50%, then an amount equal to 10.0 basis points per annum. Changes in the
Commitment Utilization Margin will occur automatically without prior notice.

                                       4

<PAGE>

         "Competitive Bid" means an offer by a Lender to make a Competitive Loan
in accordance with Section 2.4, in substantially the form of Exhibit H or any
other form approved by the Administrative Agent.

         "Competitive Bid Accept/Reject Letter" means a letter in substantially
the form of Exhibit I or any other form approved by the Administrative Agent.

         "Competitive Bid Rate" means, with respect to any Competitive Bid, the
Margin or the Fixed Rate, as applicable, offered by the Lender making such
Competitive Bid.

         "Competitive Bid Request" means a request by Borrower for Competitive
Bids in accordance with Section 2.4, in substantially the form of Exhibit F or
any other form approved by the Administrative Agent.

         "Competitive Loan" means a Loan made pursuant to Section 2.4.

         "Consolidated Assets" means the total assets of the Borrower and its
subsidiaries which would be shown as assets on a consolidated balance sheet of
Borrower and its subsidiaries prepared in accordance with GAAP.

         "Consolidated Tangible Net Worth" means (i) the consolidated
shareholder's equity of Borrower and its Subsidiaries (determined in accordance
with GAAP), less (ii) the amount of consolidated intangible assets of Borrower
and its Subsidiaries, plus (iii) the aggregate amount of any non-cash write
downs, on a consolidated basis, by Borrower and its Subsidiaries during the term
hereof.

         "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

         "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
Borrower, are treated as a single employer under Section 414 (b) or 414 (c) of
the Internal Revenue Code or Section 4001 of ERISA.

         "Co-Syndication Agents" means Citibank, N.A. and Bank of America, N.A.,
in their capacity as co-syndication agents.

         "Debt" of any Person means indebtedness, including capital leases,
shown as debt on a consolidated balance sheet of such Person prepared in
accordance with GAAP.

         "Declining Lenders" is defined in Section 2.6(c).

         "Default" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

         "dollars" or "$" refers to lawful money of the United States of
America.

                                       5

<PAGE>

         "Effective Date" means a date agreed upon by Borrower and the
Administrative Agent as the date on which the conditions specified in Section
4.1 of this Agreement are satisfied (or waived in accordance with Section 10.2
of this Agreement).

         "Effectiveness Notice" means a notice and certificate of Borrower
properly executed by an Authorized Officer of Borrower addressed to the Lenders
and delivered to the Administrative Agent, in sufficient number of counterparts
to provide one for each such lender and each agent under this Agreement, whereby
Borrower certifies satisfaction of all the conditions precedent to the
effectiveness under Section 4.1 of this Agreement.

         "Environmental Laws" means all applicable federal, state or local
statutes, laws, ordinances, codes, rules and regulations (including consent
decrees and administrative orders) relating to public health and safety and
protection of the environment.

         "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of Borrower or any Subsidiary directly or indirectly
resulting from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of any
Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any
contract, agreement or other consensual arrangement pursuant to which liability
is assumed or imposed with respect to any of the foregoing.

         "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.

         "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

         "ERISA Event" means (a) any "reportable event", as defined in Section
4043 of ERISA or the regulations issued thereunder with respect to a Plan (other
than an event for which the 30-day notice period is waived); (b) the existence
with respect to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (d) the incurrence by Borrower or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan;
(e) the receipt by Borrower or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan; (f) the incurrence by
Borrower or any of its ERISA Affiliates of any liability with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the
receipt by Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from Borrower or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a

                                       6

<PAGE>

Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

         "Eurodollar", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate (or, in the
case of a Competitive Loan, the LIBO Rate).

         "Event of Default" has the meaning assigned to such term in Article
VIII.

         "Excluded Taxes" means, with respect to any Agent, any Lender or any
other recipient of any payment to be made by or on account of any obligation of
Borrower hereunder, (a) income or franchise taxes imposed on (or measured by)
its net income by the United States of America, or by the jurisdiction under the
laws of which such recipient is organized or in which its principal office is
located or, in the case of any Lender, in which its applicable lending office is
located, (b) any branch profits taxes imposed by the United States of America or
any similar tax imposed by any other jurisdiction in which Borrower is located
and (c) in the case of a Foreign Lender (other than an assignee pursuant to a
request by Borrower under Section 2.18(b)), any withholding tax that is imposed
on amounts payable to such Foreign Lender at the time such Foreign Lender
becomes a party to this Agreement (or designates a new lending office) or is
attributable to such Foreign Lender's failure to comply with Section 2.16(e),
except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new lending office (or assignment), to
receive additional amounts from Borrower with respect to such withholding tax
pursuant to Section 2.16(a).

         "Existing Credit Facility" means that certain 364-Day Credit Agreement,
dated as of June 3, 2002, among Apache Corporation, the lenders party thereto,
JPMorgan Chase Bank, as administrative agent, and the other agents party
thereto, as extended and amended by that certain First Amendment to 364-Day
Credit Agreement, dated and effective May 30, 2003.

         "Facility Fee" is defined in Section 2.11(a).

         "Federal Funds Effective Rate" means, for any day, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

         "Fitch" means Fitch, Inc. and any affiliate or successor thereto that
is a nationally recognized rating agency in the United States.

         "Fixed Rate" means, with respect to any Competitive Loan (other than a
Eurodollar Competitive Loan), the fixed rate of interest per annum (expressed as
a decimal to no more than four (4) decimal places) specified by the Lender
making such Competitive Loan in its related Competitive Bid.

                                       7

<PAGE>

         "Fixed Rate Loan" means a Competitive Loan bearing interest at a Fixed
Rate.

         "Foreign Lender" means any Lender that is not organized under the laws
of, or resident, in the United States. For purposes of this definition, the
United States of America, each State thereof and the District of Columbia shall
be deemed to constitute a single jurisdiction.

         "GAAP" means generally accepted accounting principles as in effect from
time to time, applied on a basis consistent with the most recent financial
statements of Borrower and its Subsidiaries delivered to the Lenders pursuant
hereto.

         "Governmental Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

         "Hazardous Material" means (a) any "hazardous substance," as defined by
CERCLA; (b) any "hazardous waste," as defined by the Resource Conservation and
Recovery Act; or (c) any pollutant or contaminant or hazardous, dangerous or
toxic chemical, material or substance within the meaning of any other
Environmental Law.

         "Indebtedness" of any Person means all (i) Debt, and (ii) guaranties or
other contingent obligations in respect of the Debt of any other Person.

         "Indemnified Taxes" means Taxes other than Excluded Taxes.

         "Index Debt" means senior, unsecured, non-credit enhanced, long-term
indebtedness for borrowed money of Borrower that is not guaranteed by any other
Person or subject to any other credit enhancement.

         "Interest Election Request" means a request by Borrower to convert or
continue a Revolving Borrowing in accordance with Section 2.7, in substantially
the form of Exhibit E or any other form approved by the Administrative Agent.

         "Interest Payment Date" means (a) with respect to any ABR Loan, the
last day of each March, June, September and December, (b) with respect to any
Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing
of which such Loan is a part and, in the case of a Eurodollar Borrowing with an
Interest Period of more than three (3) months' duration, each day prior to the
last day of such Interest Period that occurs at intervals of three (3) months'
duration after the first day of such Interest Period, and (c) with respect to
any Fixed Rate Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a Fixed Rate
Borrowing with an Interest Period of more than 90 days' duration (unless
otherwise specified in the applicable Competitive Bid Request), each day prior
to the last day of such Interest Period that occurs at intervals of 90 days'
duration after the first day of such Interest Period, and any other dates that
are specified in the applicable Competitive Bid Request as Interest Payment
Dates with respect to such Borrowing.

                                       8

<PAGE>

         "Interest Period" means (a) with respect to any Eurodollar Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day, or, with the consent of the Administrative Agent,
such other day, in the calendar month that is one, two, three or six months (or,
with the consent of each Lender, nine or twelve months) thereafter, as Borrower
may elect, (b) with respect to any Fixed Rate Borrowing, the period (which shall
not be less than seven (7) days or more than 360 days) commencing on the date of
such Borrowing and ending on the date specified in the applicable Competitive
Bid Request; provided, that (i) if any Interest Period would end on a day other
than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless, in the case of a Eurodollar Borrowing only, such
next succeeding Business Day would fall in the next calendar month, in which
case such Interest Period shall end on the next preceding Business Day and (ii)
any Interest Period pertaining to a Eurodollar Borrowing that commences on the
last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest
Period) shall end on the last Business Day of the last calendar month of such
Interest Period. For purposes hereof, the date of a Borrowing initially shall be
the date on which such Borrowing is made and thereafter shall be the effective
date of the most recent conversion or continuation of such Borrowing.

         "Judgment Currency" is defined in Section 2.19(b).

         "Lenders" means the Persons listed on Schedule 2.1 and any other Person
that shall have become a party hereto pursuant to an Assignment and Acceptance,
other than any such Person that ceases to be a party hereto pursuant to an
Assignment and Acceptance.

         "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, 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 reasonably determined by the
Administrative Agent and Borrower 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 "LIBO Rate"
with respect to such Eurodollar Borrowing 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.

         "Lien" means any mortgage, pledge, lien, encumbrance, charge, or
security interest of any kind, granted or created to secure Indebtedness;
provided, however, that, with respect to any prohibitions of Liens on Property,
the following transactions shall not be deemed to create a Lien to secure
Indebtedness; (i) production payments and (ii) liens required by statute and
created in favor of U.S. governmental entities to secure partial, progress,
advance, or other payments intended to be used primarily in connection with air
or water pollution control.

                                       9

<PAGE>

         "Loan Document" means this Agreement, any Borrowing Request, any
Interest Election Request, any Competitive Bid Quote Request, any Notice of
Competitive Bid Quote Request, any Competitive Bid, any Competitive Bid
Accept/Reject Letter, any Certificate of Extension, any Assignment and
Acceptance, any Additional Borrower Counterpart, any election notice, the
agreement with respect to fees described in Section 2.11(b), and each other
agreement, document or instrument delivered by Borrower or any other Person in
connection with this Agreement, as such may be amended from time to time.

         "Loans" means the loans made by the Lenders to Borrower pursuant to
this Agreement.

         "Margin" means, with respect to any Competitive Loan bearing interest
at a rate based on the LIBO Rate, the marginal rate of interest, if any, to be
added to or subtracted from the LIBO Rate to determine the rate of interest
applicable to such Loan, as specified by the Lender making such Loan in its
related Competitive Bid.

         "Material Adverse Effect" means, as to any matter, that such matter
could reasonably be expected to materially and adversely affect the assets,
business, properties, condition (financial or otherwise) of Borrower and its
Subsidiaries taken as a whole. No matter shall be considered to result, or be
expected to result, in a Material Adverse Effect unless such matter causes
Borrower and its Subsidiaries, on a consolidated basis, to suffer a loss or
incur a cost equal to at least ten percent (10%) of Borrower's Consolidated
Tangible Net Worth.

         "Maturity Date" means the Original Maturity Date, or such other later
date as may result from any extension requested by Borrower and consented to by
some or all of the Lenders pursuant to Section 2.6.

         "Moody's" means Moody's Investors Service, Inc. and any successor
thereto that is a nationally recognized rating agency in the United States.

         "Multiemployer Plan" means a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

         "Notice of Competitive Bid Request" means a notice of request by
Borrower for Competitive Bids sent by the Administrative Agent to each Lender in
accordance with Section 2.4, in substantially the form of Exhibit G or any other
form approved by the Administrative Agent.

         "Obligations" means, at any time, the sum of (i) the outstanding
principal amount of any Loans plus (ii) all accrued and unpaid interest and
Facility Fees plus (iii) all other obligations of Borrower or any Subsidiary to
any Lender or any Agent, whether or not contingent, arising under or in
connection with any of the Loan Documents.

         "Original Maturity Date" means May 28, 2009.

         "Other Currency" is defined in Section 2.19(a).

         "Other Taxes" means any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made

                                       10

<PAGE>

hereunder or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement.

         "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.

         "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 a
Borrower or any corporation, trade or business that is, along with a 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.

         "Person" means any natural person, corporation, limited liability
company, unlimited liability company, joint venture, partnership, firm,
association, trust, government, governmental agency or any other entity, whether
acting in an individual, fiduciary or other capacity.

         "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which Borrower or any
ERISA Affiliate is (or, if such plan were terminated, would under Section 4069
of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

         "Prime Rate" means the rate of interest per annum publicly announced
from time to time by JPMorgan Chase Bank as its prime rate in effect at its
principal office in New York City which rate may not be the lowest rate offered;
each change in the Prime Rate shall be effective from and including the date
such change is publicly announced as being effective.

         "Property" means (i) any property owned or leased by Borrower or any
Subsidiary, or any interest of Borrower or any Subsidiary in property, which is
considered by Borrower to be capable of producing oil, gas, or minerals in
commercial quantities, (ii) any interest of Borrower or any Subsidiary in any
refinery, processing or manufacturing plant owned or leased by Borrower or any
manufacturing plant owned or leased by Borrower or any Subsidiary, (iii) any
interest of Borrower or any Subsidiary in all present and future oil, gas, other
liquid and gaseous hydrocarbons, and other minerals now or hereafter produced
from any other Property or to which Borrower or any Subsidiary may be entitled
as a result of its ownership of any Property, and (iv) all real and personal
assets owned or leased by Borrower or any Subsidiary used in the drilling,
gathering, processing, transportation, or marketing of any oil, gas, and other
hydrocarbons or minerals, except (a) any such real or personal assets related
thereto employed in transportation, distribution or marketing or (b) any
interest of Borrower or any Subsidiary in, any refinery, processing or
manufacturing plant, or portion thereof, which property described in clauses (a)
or (b), in the opinion of the Board of Directors of Borrower, is not a principal
plant or principal facility in relation to the activities of Borrower and its
Subsidiaries taken as a whole.

         "Register" has the meaning set forth in Section 10.4.

                                       11

<PAGE>

         "Regulation U" means any of Regulations T, U or X of the Board from
time to time in effect and shall include any successor or other regulations or
official interpretations of said Board or any successor Person relating to the
extension of credit for the purpose of purchasing or carrying margin stocks
applicable to member banks of the Federal Reserve System or any successor
Person.

         "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.

         "Replacement Lenders" is defined in Section 2.6(c)(ii).

         "Required Lenders" means Lenders having in the aggregate 51% of the
aggregate total Commitments, or, if the Commitments have been terminated,
Lenders holding 51% of the aggregate unpaid principal amount of the outstanding
Obligations.

         "Resource Conservation and Recovery Act" means the Resource
Conservation and Recovery Act, 42 U.S.C. Section 690, et seq., as amended from
time to time.

         "Restricted Subsidiary" means any Subsidiary of Borrower that owns any
asset representing or consisting of an entitlement to production from, or other
interest in, reserves of oil, gas or other minerals in place located in the
United States, Canada or Australia, including, without limitation, Apache Canada
Ltd., a corporation organized under the laws of the Province of Alberta, Canada,
and Apache Energy Limited (ACN 009 301 964), a corporation organized under the
laws of the State of Western Australia, Australia, or is otherwise designated by
Borrower in writing to the Administrative Agent.

         "Revolving Credit Exposure" means, with respect to any Lender at any
time, the sum of the outstanding principal amount of such Lender's Revolving
Loans at such time.

         "Revolving Loan" means a Loan made pursuant to Section 2.3.

         "S&P" means Standard & Poor's and any successor thereto that is a
nationally-recognized rating agency in the United States.

         "Statutory Reserve Rate" means a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the applicable maximum reserve percentages (including
any basic, marginal, special, emergency or supplemental reserves) expressed as a
decimal established by the Board to which the Administrative Agent is subject
with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently
referred to as "Eurocurrency Liabilities" in Regulation D of the Board). Such
reserve percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender
under such Regulation D or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

                                       12

<PAGE>

         "subsidiary" means, with respect to any Person, any corporation or
other similar entity of which more than 50% of the outstanding capital stock (or
other equity) having ordinary voting power to elect a majority of the Board of
Directors of such corporation or entity (irrespective of whether or not at the
time capital stock or any other class or classes of such corporation or entity
shall or might have voting power upon the occurrence of any contingency) is at
the time directly or indirectly owned by such Person.

         "Subsidiary" means any subsidiary of Borrower; provided, however, that
in all events the following Persons shall not be deemed to be Subsidiaries of
Borrower or any of its Subsidiaries: Apache Offshore Investment Partnership, a
Delaware general partnership, Apache Offshore Petroleum Limited Partnership, a
Delaware limited partnership, Main Pass 151 Pipeline Company, a Texas general
partnership, and Apache 681/682 Joint Venture, a Texas joint venture.

         "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

         "Transactions" means the execution, delivery and performance by
Borrower of this Agreement and the other Loan Documents, the borrowing of Loans
and the use of the proceeds thereof.

         "Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate
Base Rate or, in the case of a Competitive Loan or Borrowing, the LIBO Rate or a
Fixed Rate.

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

         "Unrestricted Subsidiary" means any Subsidiary of Borrower that is not
a Restricted Subsidiary.

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

         "Withdrawal Liability" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

         SECTION 1.2 Classification of Loans and Borrowings. For purposes of
this Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type
(e.g., a "Eurodollar Revolving Loan"). Borrowings also may be classified and
referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a
"Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving
Borrowing").

         SECTION 1.3 Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require,

                                       13

<PAGE>

any pronoun shall include the corresponding masculine, feminine and neuter
forms. The words "include", "includes" and "including" shall be deemed to be
followed by the phrase "without limitation". The word "will" shall be construed
to have the same meaning and effect as the word "shall". Unless the context
requires otherwise (a) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

         SECTION 1.4 Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if Borrower notifies the Administrative Agent that Borrower requests an
amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies Borrower
that the Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

                                   ARTICLE II

                                   The Credits

         SECTION 2.1 Commitments. Subject to the terms and conditions set forth
herein, each Lender agrees to make Revolving Loans in U.S. Dollars to Borrower
from time to time during the Availability Period in an aggregate principal
amount that will not result in (a) such Lender's Revolving Credit Exposure
exceeding such Lender's Commitment or (b) the sum of the total Revolving Credit
Exposures plus the aggregate principal amount of outstanding Competitive Loans
exceeding the total Commitments. Subject to the conditions set forth herein,
Borrower may borrow, prepay and reborrow Revolving Loans. Apache and any
Additional Borrowers shall be jointly and severally liable for all Obligations.

         SECTION 2.2 Loans and Borrowings.

         (a)      Each Revolving Loan shall be made as part of a Borrowing
consisting of Revolving Loans made by the Lenders ratably in accordance with
their respective Commitments. Each Competitive Loan shall be made in accordance
with the procedures set forth in Section 2.4. The failure of any Lender to make
any Loan required to be made by it shall not relieve any other

                                       14

<PAGE>

Lender of its obligations hereunder; provided that the Commitments and
Competitive Bids of the Lenders are several and no Lender shall be responsible
for any other Lender's failure to make Loans as required.

         (b)      Subject to Section 2.13, (i) each Revolving Borrowing shall be
comprised entirely of ABR Loans or Eurodollar Loans as Borrower may request in
accordance herewith, and (ii) each Competitive Borrowing shall be comprised
entirely of Eurodollar Loans or Fixed Rate Loans as Borrower may request in
accordance herewith. Each Lender at its option may make any Eurodollar Loan by
causing any domestic or foreign branch or Affiliate of such Lender to make such
Loan; provided that any exercise of such option shall not affect the obligation
of Borrower to repay such Loan in accordance with the terms of this Agreement.

         (c)      At the commencement of each Interest Period for any Eurodollar
Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $5,000,000 (including any
continuation or conversion of existing Revolving Loans made in connection
therewith). At the time that each ABR Revolving Borrowing is made, such
Borrowing shall be in an aggregate amount that is an integral multiple of
$1,000,000 and not less than $5,000,000 (including any continuation or
conversion of existing Revolving Loans made in connection therewith); provided
that an ABR Revolving Borrowing may be in an aggregate amount that is equal to
the entire unused balance of the total Commitments. Each Competitive Borrowing
shall be in an aggregate amount that is an integral multiple of $1,000,000 and
not less than $5,000,000. Borrowings of more than one Type and Class may be
outstanding at the same time; provided that there shall not at any time be more
than a total of ten (10) Eurodollar Revolving Borrowings outstanding.

         (d)      Notwithstanding any other provision of this Agreement,
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Maturity Date.

         SECTION 2.3 Requests for Revolving Borrowings. To request a Revolving
Borrowing, Borrower shall notify the Administrative Agent of such request by
telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.,
New York City time, three Business Days before the date of the proposed
Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New
York City time, on the date of the proposed Borrowing. Each such telephonic
Borrowing Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Borrowing Request
in a form approved by the Administrative Agent and signed by Borrower. Each such
telephonic and written Borrowing Request shall specify the following information
in compliance with Section 2.2:

                  (i)      the aggregate amount of the requested Borrowing;

                  (ii)     the date of such Borrowing, which shall be a Business
         Day;

                  (iii)    whether such Borrowing is to be an ABR Borrowing or a
         Eurodollar Borrowing; and

                                       15

<PAGE>

                  (iv)     in the case of a Eurodollar Borrowing, the initial
         Interest Period to be applicable thereto, which shall be a period
         contemplated by the definition of the term "Interest Period".

If no election as to the Type of Revolving Borrowing is specified, then the
requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period
is specified with respect to any requested Eurodollar Revolving Borrowing, then
Borrower shall be deemed to have selected an Interest Period of one month's
duration. Promptly following receipt of a Borrowing Request in accordance with
this Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender's Loan to be made as part of the
requested Borrowing.

         SECTION 2.4 Competitive Bid Procedure.

         (a)      Subject to the terms and conditions set forth herein, from
time to time during the Availability Period, Borrower may request Competitive
Bids and may (but shall not have any obligation to) accept Competitive Bids and
borrow Competitive Loans; provided that the sum of the total Revolving Credit
Exposures plus the aggregate principal amount of outstanding Competitive Loans
at any time shall not exceed the total Commitments. To request Competitive Bids,
Borrower shall notify the Administrative Agent of such request by telephone, in
the case of a Eurodollar Borrowing, not later than noon, New York City time,
four Business Days before the date of the proposed Borrowing and, in the case of
a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one
Business Day before the date of the proposed Borrowing; provided that Borrower
may submit up to (but not more than) five (5) Competitive Bid Requests on the
same day, but a Competitive Bid Request shall not be made within five Business
Days after the date of any previous Competitive Bid Request, unless any and all
such previous Competitive Bid Requests shall have been withdrawn or all
Competitive Bids received in response thereto rejected. Each such telephonic
Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy
to the Administrative Agent of a written Competitive Bid Request and signed by
Borrower. Each such telephonic and written Competitive Bid Request shall specify
the following information in compliance with Section 2.2:

                  (i)      the aggregate amount of the requested Borrowing;

                  (ii)     the date of such Borrowing, which shall be a Business
         Day;

                  (iii)    whether such Borrowing is to be a Eurodollar
         Borrowing or a Fixed Rate Borrowing; and

                  (iv)     the Interest Period to be applicable to such
         Borrowing, which shall be a period contemplated by the definition of
         the term "Interest Period".

Promptly following receipt of a Competitive Bid Request in accordance with this
Section, the Administrative Agent shall notify the Lenders of the details
thereof by telecopy to each Lender of a Notice of Competitive Bid Quote Request
inviting the Lenders to submit Competitive Bids.

         (b)      Each Lender may (but shall not have any obligation to) make
one or more Competitive Bids to Borrower in response to a Competitive Bid
Request. Each Competitive Bid by a Lender must be in a form approved by the
Administrative Agent and must be received by

                                       16

<PAGE>

the Administrative Agent by telecopy, in the case of a Eurodollar Competitive
Borrowing, not later than noon, New York City time, three Business Days before
the proposed date of such Competitive Borrowing, and in the case of a Fixed Rate
Borrowing, not later than 10:00 a.m., New York City time, on the proposed date
of such Competitive Borrowing. Competitive Bids that do not conform
substantially to the form approved by the Administrative Agent may be rejected
by the Administrative Agent, and the Administrative Agent shall notify the
applicable Lender as promptly as practicable. Each Competitive Bid shall specify
(i) the principal amount (which shall be a minimum of $5,000,000 and an integral
multiple of $1,000,000 and which may equal the entire principal amount of the
Competitive Borrowing requested by Borrower) of the Competitive Loan or Loans
that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at
which the Lender is prepared to make such Loan or Loans (expressed as a
percentage rate per annum in the form of a decimal to no more than four decimal
places) and (iii) the Interest Period applicable to each such Loan and the last
day thereof.

         (c)      The Administrative Agent shall promptly notify Borrower by
telecopy of a summary of the Competitive Bid Rate and the principal amount
specified in each Competitive Bid and the identity of the Lender that shall have
made such Competitive Bid.

         (d)      Subject only to the provisions of this paragraph, Borrower may
accept or reject any Competitive Bid. Borrower shall notify the Administrative
Agent by telephone, confirmed by telecopy, in the form of a Competitive Bid
Accept/Reject Letter, whether and to what extent it has decided to accept or
reject each Competitive Bid, in the case of a Eurodollar Competitive Borrowing,
not later than 1:00 p.m., New York City time, three Business Days before the
date of the proposed Competitive Borrowing, and in the case of a Fixed Rate
Borrowing, not later than 11:00 a.m., New York City time, on the proposed date
of the Competitive Borrowing; provided that (i) the failure of Borrower to give
such notice shall be deemed to be a rejection of each Competitive Bid, (ii)
Borrower shall not accept a Competitive Bid made at a particular Competitive Bid
Rate if Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate,
(iii) the aggregate amount of the Competitive Bids accepted by Borrower shall
not exceed the aggregate amount of the requested Competitive Borrowing specified
in the related Competitive Bid Request, (iv) to the extent necessary to comply
with clause (iii) above, Borrower may accept Competitive Bids at the same
Competitive Bid Rate in part, which acceptance, in the case of multiple
Competitive Bids at such Competitive Bid Rate, shall be made pro rata in
accordance with the amount of each such Competitive Bid, and (v) except pursuant
to clause (iv) above, no Competitive Bid shall be accepted for a Competitive
Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000
and an integral multiple of $1,000,000; provided further that if a Competitive
Loan must be in an amount less than $5,000,000 because of the provisions of
clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or
any integral multiple thereof, and in calculating the pro rata allocation of
acceptances of portions of multiple Competitive Bids at a particular Competitive
Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral
multiples of $1,000,000 in a manner determined by Borrower. A notice given by
Borrower pursuant to this paragraph shall be irrevocable.

         (e)      The Administrative Agent shall promptly notify each bidding
Lender by telecopy whether or not its Competitive Bid has been accepted (and, if
so, the amount and Competitive Bid Rate so accepted), and each successful bidder
will thereupon become bound, subject to the

                                       17

<PAGE>

terms and conditions hereof, to make the Competitive Loan in respect of which
its Competitive Bid has been accepted.

         (f)      If the Administrative Agent shall elect to submit a
Competitive Bid in its capacity as a Lender, it shall submit such Competitive
Bid directly to Borrower at least one quarter of an hour earlier than the time
by which the other Lenders are required to submit their Competitive Bids to the
Administrative Agent pursuant to paragraph (b) of this Section.

         SECTION 2.5 Funding of Borrowings.

         (a)      Each Lender shall make each Loan to be made by it hereunder on
the proposed date thereof by wire transfer of immediately available funds by
12:00 noon, New York City time, to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the Lenders. The
Administrative Agent will make such Loans available to Borrower by promptly
crediting the amounts so received, in like funds, to an account of Borrower
designated by Borrower from time to time in a written notice to the
Administrative Agent executed by two Authorized Officers of Apache and two
Authorized Officers of any Additional Borrower.

         (b)      Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed time of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on the requested date in accordance with paragraph (a) of this
Section and may, in reliance upon such assumption, make available to Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to Borrower
to but excluding the date of payment to the Administrative Agent, at (i) in the
case of such Lender, the greater of the Federal Funds Effective Rate or a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation or (ii) in the case of Borrower, the interest rate
applicable to Loans made in such Borrowing. If such Lender pays such amount to
the Administrative Agent, then such amount shall constitute such Lender's Loan
included in such Borrowing.

         SECTION 2.6 Extension of Maturity Date and of Commitments.

         (a)      Subject to the other provisions of this Agreement and provided
that no Event of Default has occurred and is continuing, the total Commitments
shall be effective for an initial period from the Effective Date to the Original
Maturity Date; provided that the Maturity Date, and concomitantly the total
Commitments, may be extended for successive one year periods expiring on the
date which is one (1) year from the then scheduled Maturity Date. If Borrower
shall request in a Certificate of Extension delivered to the Administrative
Agent at least 45 days prior to a date which is an anniversary of the Effective
Date that the Maturity Date be extended for one year from the then scheduled
Maturity Date, then the Administrative Agent shall promptly notify each Lender
of such request and each Lender shall notify the Administrative Agent, no later
than 30 days prior to such anniversary of the Effective Date, whether such
Lender, in the exercise of its sole discretion, will extend the Maturity Date
for such one year

                                       18

<PAGE>

period. Any Lender which shall not timely notify the Administrative Agent
whether it will extend the Maturity Date shall be deemed to not have agreed to
extend the Maturity Date. No Lender shall have any obligation whatsoever to
agree to extend the Maturity Date. Any agreement to extend the Maturity Date by
any Lender shall be irrevocable, except as provided in Section 2.6(c).

         (b)      If all Lenders notify the Administrative Agent pursuant to
clause (a) of this Section 2.6 of their agreement to extend the Maturity Date,
then the Administrative Agent shall so notify each Lender and Borrower, and such
extension shall be effective without other or further action by any party hereto
for such additional one year period.

         (c)      If Lenders constituting at least the Required Lenders approve
the extension of the then scheduled Maturity Date (such Lenders agreeing to
extend the Maturity Date herein called the "Accepting Lenders") and if one or
more Lenders shall notify, or be deemed to notify, the Administrative Agent
pursuant to clause (a) of this Section 2.6 that they will not extend the then
scheduled Maturity Date (such Lenders herein called the "Declining Lenders"),
then (A) the Administrative Agent shall promptly so notify Borrower and the
Accepting Lenders, (B) the Accepting Lenders shall, upon Borrower's election to
extend the then scheduled Maturity Date in accordance with clause (i) or (ii)
below, extend the then scheduled Maturity Date and (C) Borrower shall, pursuant
to a notice delivered to the Administrative Agent, the Accepting Lenders and the
Declining Lenders, no later than the tenth (10th) day following the date by
which each Lender is required, pursuant to Section 2.6(a), to approve or
disapprove the requested extension of the total Commitments, either:

                  (i)      elect to extend the Maturity Date and direct the
         Declining Lenders to terminate their Commitments, which termination
         shall become effective on the date which would have been the Maturity
         Date except for the operation of this Section. On the date which would
         have been the Maturity Date except for the operation of this Section,
         (x) Borrower shall deliver a notice of the effectiveness of such
         termination to the Declining Lenders with a copy to the Administrative
         Agent and (y) Borrower shall pay in full in immediately available funds
         all Obligations of Borrower owing to the Declining Lenders, including
         any amounts required pursuant to Section 2.15, and (z) upon the
         occurrence of the events set forth in clauses (x) and (y), the
         Declining Lenders shall each cease to be a Lender hereunder for all
         purposes, other than for purposes of Sections 2.14 through 2.17,
         Section 2.19 and Section 10.3, and shall cease to have any obligations
         or any Commitment hereunder, other than to the Agents pursuant to
         Article IX, and the Administrative Agent shall promptly notify the
         Accepting Lenders and Borrower of the new Commitments; or

                  (ii)     elect to extend the Maturity Date and, prior to or no
         later than the then scheduled Maturity Date, (A) to replace one or more
         of the Declining Lenders with another lender or lenders reasonably
         acceptable to the Administrative Agent (such lenders herein called the
         "Replacement Lenders") and (B) Borrower shall pay in full in
         immediately available funds all Obligations of Borrower owing to any
         Declining Lenders which are not being replaced, as provided in clause
         (i) above; provided that (x) any Replacement Lender shall purchase, and
         any Declining Lender shall sell, such Declining Lender's rights and
         obligations hereunder without recourse or expense to, or warranty by,

                                       19

<PAGE>

         such Declining Lender being replaced for a purchase price equal to the
         aggregate outstanding principal amount of the Obligations payable to
         such Declining Lender plus any accrued but unpaid interest on such
         Obligations and accrued but unpaid fees or other amounts owing in
         respect of such Declining Lender's Loans and Commitments hereunder, and
         (y) upon the payment of such amounts referred to in clause(x) and the
         execution of an Assignment and Acceptance by such Replacement Lender
         and such Declining Lender, such Replacement Lender shall constitute a
         Lender hereunder and such Declining Lender being so replaced shall no
         longer constitute a Lender (other than for purposes of Sections 2.14
         through 2.17, Section 2.19 and Section 10.3), and shall no longer have
         any obligations hereunder, other than to the Agents pursuant to Article
         IX; or

                  (iii)    elect to revoke and cancel the extension request in
         such Certificate of Extension by giving notice of such revocation and
         cancellation to the Administrative Agent (which shall promptly notify
         the Lenders thereof) no later than the tenth (10th) day following the
         date by which each Lender is required, pursuant to clause (a) of this
         Section, to approve or disapprove the requested extension of the
         Maturity Date, and concomitantly the total Commitments.

         If Borrower fails to timely provide the election notice referred to in
this clause(c), Borrower shall be deemed to have revoked and cancelled the
extension request in the Certificate of Extension and to have elected not to
extend the Maturity Date.

         SECTION 2.7 Interest Elections.

         (a)      Each Revolving Borrowing initially shall be of the Type
specified in the applicable Borrowing Request (or an ABR Borrowing if no Type is
specified) and, in the case of a Eurodollar Revolving Borrowing, shall have an
initial Interest Period as specified in such Borrowing Request (or one month if
no Interest Period is specified). Thereafter, Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of
a Eurodollar Revolving Borrowing, may elect Interest Periods therefor, all as
provided in this Section. Borrower may, subject to the requirements of Section
2.2(c), elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate Borrowing. This
Section shall not apply to Competitive Borrowings, which may not be converted or
continued.

         (b)      To make an election pursuant to this Section, Borrower shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.3 if Borrower were
requesting a Revolving Borrowing of the Type resulting from such election to be
made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request signed by Borrower.

         (c)      Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.2:

                                       20

<PAGE>

                  (i)      the Borrowing to which such Interest Election Request
         applies and, if different options are being elected with respect to
         different portions thereof, the portions thereof to be allocated to
         each resulting Borrowing (in which case the information to be specified
         pursuant to clauses (iii) and (iv) below shall be specified for each
         resulting Borrowing);

                  (ii)     the effective date of the election made pursuant to
         such Interest Election Request, which shall be a Business Day;

                  (iii)    whether the resulting Borrowing is to be an ABR
         Borrowing or a Eurodollar Borrowing; and

                  (iv)     if the resulting Borrowing is a Eurodollar Borrowing,
         the Interest Period to be applicable thereto after giving effect to
         such election, which shall be a period contemplated by the definition
         of the term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then Borrower shall be deemed to have selected
an Interest Period of one month's duration.

         (d)      Promptly following receipt of an Interest Election Request,
the Administrative Agent shall advise each Lender of the details thereof and of
such Lender's portion of each resulting Borrowing.

         (e)      If Borrower fails to deliver a timely Interest Election
Request with respect to a Eurodollar Revolving Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing and the Administrative Agent,
at the request of the Required Lenders, so notifies Borrower, then, so long as
an Event of Default is continuing, (i) no outstanding Revolving Borrowing may be
converted to or continued as a Eurodollar Borrowing and (ii) unless repaid and
provided the Indebtedness has not been accelerated pursuant to Section 8.3, each
Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing at the end
of the Interest Period applicable thereto.

         SECTION 2.8 Termination and Reduction of Commitments.

         (a)      Unless previously terminated, the Commitments shall terminate
on the Maturity Date.

         (b)      Borrower may at any time terminate, or from time to time
reduce, the Commitments; provided that (i) each reduction of the Commitments
shall be in an amount that is an integral multiple of $1,000,000 and not less
than $5,000,000 and (ii) Borrower shall not terminate or reduce the Commitments
if, after giving effect to any concurrent prepayment of the Loans in accordance
with Section 2.10, the sum of the Revolving Credit Exposures plus the aggregate
principal amount of outstanding Competitive Loans would exceed the total
Commitments.

                                       21

<PAGE>

         (c)      Borrower shall notify the Administrative Agent of any election
to terminate or reduce the Commitments under paragraph (b) of this Section at
least two Business Days prior to the effective date of such termination or
reduction, specifying such election and the effective date thereof. Promptly
following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by Borrower pursuant to
this Section shall be irrevocable; provided that a notice of termination of the
Commitments delivered by Borrower may state that such notice is conditioned upon
the effectiveness of other credit facilities, in which case such notice may be
revoked by Borrower (by notice to the Administrative Agent on or prior to the
specified effective date) if such condition is not satisfied. Any termination or
reduction of the Commitments shall be permanent. Each reduction of the
Commitments shall be made ratably among the Lenders in accordance with their
respective Commitments.

         SECTION 2.9 Repayment of Loans; Evidence of Debt.

         (a)      Borrower hereby unconditionally promises to pay (i) to the
Administrative Agent for the account of each Lender the then unpaid principal
amount of each Revolving Loan on the Maturity Date or, if earlier, the date on
which the Commitment of such Lender relating to such Revolving Loan is
terminated (except for termination of the Commitment of the assigning Lender
pursuant to Section 10.4(b)), and (ii) to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Competitive Loan
on the last day of the Interest Period applicable to such Loan.

         (b)      Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of 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, the Class and Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from 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 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
one or more promissory notes. In such event, Borrower shall prepare, execute and
deliver to such Lender promissory notes 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 notes and interest thereon shall at all times (including after
assignment pursuant to Section 10.4) be represented by one or more promissory

                                       22

<PAGE>

notes in such form payable to the order of the payee named therein (or, if any
such promissory note is a registered note, to such payee and its registered
assigns).

         SECTION 2.10 Prepayment of Loans.

         (a)      Borrower shall have the right at any time and from time to
time to prepay any Borrowing in whole or in part, subject to prior notice in
accordance with paragraph (b) of this Section; provided that Borrower shall not
have the right to prepay any Competitive Loan without the prior consent of the
Lender thereof and compensation for break funding, to the extent required by
Section 2.15.

         (b)      Borrower shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Revolving Borrowing, not later than 1:00 p.m., New
York City time, three Business Days before the date of prepayment or (ii) in the
case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New
York City time, on the date of prepayment. Each such notice shall be irrevocable
and shall specify the prepayment date and the principal amount of each Borrowing
or portion thereof to be prepaid; provided that, if a notice of prepayment is
given in connection with a conditional notice of termination of the Commitments
as contemplated by Section 2.8, then such notice of prepayment may be revoked if
such notice of termination is revoked in accordance with Section 2.8. Promptly
following receipt of any such notice relating to a Revolving Borrowing, the
Administrative Agent shall advise the Lenders of the contents thereof. Each
partial prepayment of any Revolving Borrowing shall be in an amount that would
be permitted in the case of an advance of a Revolving Borrowing of the same Type
as provided in Section 2.2. Each prepayment of a Revolving Borrowing shall be
applied ratably to the Loans included in the prepaid Borrowing. Prepayments
shall be accompanied by accrued interest to the extent required by Section 2.12
and compensation for break funding, to the extent required by Section 2.15.

         SECTION 2.11 Fees.

         (a)      Borrower agrees to pay to the Administrative Agent for the
account of each Lender a facility fee (the "Facility Fee"), which shall accrue
at the Applicable Rate on the daily amount of the Commitment of such Lender
(whether used or unused) during the period from and including the Effective Date
to but excluding the earlier to occur of (i) the date on which such Commitment
terminates (except for termination of the Commitment of the assigning Lender
pursuant to Section 10.4(b)) or (ii) the Maturity Date; provided that, if such
Lender continues to have any Revolving Credit Exposure after its Commitment
terminates, then such Facility Fee shall continue to accrue on the daily amount
of such Lender's Revolving Credit Exposure from and including the date on which
its Commitment terminates to but excluding the date on which such Lender ceases
to have any Revolving Credit Exposure. Accrued Facility Fees shall be payable in
arrears on the first day of, April, July and October and the second day of
January of each year and on the date on which the Commitments terminate,
commencing on the first such date to occur after the date hereof; provided that
any Facility Fees accruing after the date on which the Commitments terminate
shall be payable on demand. All Facility Fees shall be computed on the basis of
a year of 365 days (or 366 days in a leap year) and shall be payable for the
actual number of days elapsed (including the first day but excluding the last
day).

                                       23

<PAGE>

         (b)      Borrower agrees to pay to the Administrative Agent, for its
own account, fees payable in the amounts and at the times separately agreed upon
between Borrower and the Administrative Agent.

         (c)      All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent for distribution, in
the case of Facility Fees, to the Lenders. Fees paid shall not be refundable
under any circumstances.

         SECTION 2.12 Interest.

         (a)      The Loans comprising each ABR Borrowing shall bear interest on
the daily amount outstanding at the Alternate Base Rate.

         (b)      The Loans comprising each Eurodollar Borrowing shall bear
interest on the daily amount outstanding (i) in the case of a Eurodollar
Revolving Loan, at the Adjusted LIBO Rate for the Interest Period in effect for
such Borrowing plus the Applicable Rate, or (ii) in the case of a Eurodollar
Competitive Loan, at the LIBO Rate for the Interest Period in effect for such
Borrowing plus (or minus, as applicable) the Margin applicable to such Loan.

         (c)      Each Fixed Rate Loan shall bear interest on the daily amount
outstanding at the Fixed Rate applicable to such Loan.

         (d)      Notwithstanding the foregoing, if any principal of or interest
on any Loan or any fee or other amount payable by Borrower hereunder is not paid
when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided in the preceding paragraphs
of this Section or (ii) in the case of any other amount, 2% plus the rate
applicable to ABR Loans as provided in paragraph (a) of this Section.

         (e)      Accrued interest on each Loan shall be payable in arrears on
each Interest Payment Date for such Loan and, in the case of Revolving Loans on
the Maturity Date; provided that (i) interest accrued pursuant to paragraph (d)
of this Section shall be payable on demand, (ii) in the event of any repayment
or prepayment of any Loan, accrued interest on the principal amount repaid or
prepaid shall be payable on the date of such repayment or prepayment, (iii) in
the event of any conversion of any Eurodollar Revolving Loan prior to the end of
the current Interest Period therefor, accrued interest on such Loan shall be
payable on the effective date of such conversion, and (iv) with respect to any
Declining Lender, accrued interest shall be paid upon the termination of the
Commitment of such Lender.

         (f)      All interest hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to (i) the
Alternate Base Rate at times when the Alternate Base Rate is based on the Prime
Rate and (ii) the Fixed Rate, shall be computed on the basis of a year of 365
days (or 366 days in a leap year), and in each case shall be payable for the
actual number of days elapsed (including the first day but excluding the last
day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall
be determined by the Administrative Agent, and such determination shall be
conclusive absent demonstrable error.

                                       24

<PAGE>

         SECTION 2.13 Alternate Rate of Interest. If prior to the commencement
of any Interest Period for a Eurodollar Borrowing:

                  (i)      the Administrative Agent determines (which
         determination shall be conclusive absent demonstrable error) that
         adequate and reasonable means do not exist for ascertaining the
         Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest
         Period; or

                  (ii)     the Administrative Agent is advised by the Required
         Lenders that the Adjusted LIBO Rate for such Interest Period will not
         adequately and fairly reflect the cost to such Lenders of making or
         maintaining their Loans included in such Borrowing for such Interest
         Period;

then the Administrative Agent shall give notice thereof to Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be
ineffective, (ii) if any Borrowing Request requests a Eurodollar Revolving
Borrowing, such Borrowing shall be made as an ABR Borrowing and (iii) any
request by Borrower for a Eurodollar Competitive Borrowing shall be ineffective;
provided that (A) if the circumstances giving rise to such notice do not affect
all the Lenders, then requests by Borrower for Eurodollar Competitive Borrowings
may be made to Lenders that are not affected thereby and (B) if the
circumstances giving rise to such notice affect only one Type of Borrowings,
then the other Type of Borrowings shall be permitted.

         SECTION 2.14 Increased Costs.

         (a)      If any Change in Law shall:

                  (i)      impose, modify or deem applicable any reserve,
         special deposit or similar requirement against assets of, deposits with
         or for the account of, or credit extended by, any Lender (except any
         such reserve requirement reflected in the Adjusted LIBO Rate); or

                  (ii)     impose on any Lender or the London interbank market
         any other condition affecting this Agreement or Eurodollar Loans or
         Fixed Rate Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan or Fixed Rate Loan (or of
maintaining its obligation to make any such Loan) or to reduce the amount of any
sum received or receivable by such Lender hereunder (whether of principal,
interest or otherwise), then Borrower will pay to such Lender such additional
amount or amounts as will compensate such Lender for such additional costs
incurred or reduction suffered.

         (b)      If any Lender reasonably determines that any Change in Law
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender's capital or on the capital of such Lender's holding
company, if any, as a consequence of this Agreement

                                       25

<PAGE>

or the Loans made by such Lender, to a level below that which such Lender or
such Lender's holding company could have achieved but for such Change in Law
(taking into consideration such Lender's policies and the policies of such
Lender's holding company with respect to capital adequacy), then from time to
time Borrower will pay to such Lender such additional amount or amounts as will
compensate such Lender or such Lender's holding company for any such reduction
suffered.

         (c)      A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section (together with the
calculation thereof) shall be delivered to Borrower and shall be conclusive
absent demonstrable error. Borrower shall pay such Lender the amount shown as
due on any such certificate within 10 days after receipt thereof.

         (d)      Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; provided that Borrower shall not be
required to compensate a Lender pursuant to this Section for any increased costs
or reductions incurred more than 180 days prior to the date that such Lender
notifies Borrower of the Change in Law giving rise to such increased costs or
reductions and of such Lender's intention to claim compensation therefor;
provided further that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the 180-day period referred to above shall be
extended to include the period of retroactive effect thereof.

         (e)      Notwithstanding the foregoing provisions of this Section, a
Lender shall not be entitled to compensation pursuant to this Section in respect
of any Competitive Loan if the Change in Law that would otherwise entitle it to
such compensation shall have been publicly announced prior to submission of the
Competitive Bid pursuant to which such Loan was made.

         SECTION 2.15 Break Funding Payments. In the event of (a) the payment of
any principal of any Eurodollar Loan or Fixed Rate Loan other than on the last
day of an Interest Period applicable thereto (including as a result of an Event
of Default), (b) the conversion of any Eurodollar Loan other than on the last
day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Revolving Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.10(b) and is revoked in accordance therewith), (d) the
failure to borrow any Competitive Loan after accepting the Competitive Bid to
make such Loan, or (e) the assignment of any Eurodollar Loan or Fixed Rate Loan
other than on the last day of the Interest Period applicable thereto as a result
of a request by Borrower pursuant to either Section 2.6, or Section 2.18 then,
in any such event, Borrower shall compensate each Lender for the loss, cost and
expense attributable to such event. In the case of a Eurodollar Loan, such loss,
cost or expense to any Lender shall be deemed to include an amount determined by
such Lender to be the excess, if any, of (i) the amount of interest which would
have accrued on the principal amount of such Loan had such event not occurred,
at the Adjusted LIBO Rate that would have been applicable to such Loan, for the
period from the date of such event to the last day of the then current Interest
Period therefor (or, in the case of a failure to borrow, convert or continue,
for the period that would have been the Interest Period for such Loan), over
(ii) the amount of interest which would accrue on such principal amount for such
period at the interest rate which such Lender would bid were it to bid, at the
commencement of such period, for dollar deposits of

                                       26

<PAGE>

a comparable amount and period from other banks in the eurodollar market. A
certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive, together with the calculation thereof, pursuant to this
Section shall be delivered to Borrower and the Administrative Agent and shall be
conclusive absent demonstrable error. Borrower shall pay to the Administrative
Agent for the account of such Lender the amount shown as due on any such
certificate within 10 days after receipt thereof.

         SECTION 2.16 Taxes.

         (a)      Any and all payments by or on account of any obligation of
Borrower hereunder shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided that if Borrower shall be required to
deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section) the Administrative Agent or Lender (as the case may be) receives
an amount equal to the sum it would have received had no such deductions been
made, (ii) Borrower shall make such deductions and (iii) Borrower shall pay the
full amount deducted to the relevant Governmental Authority in accordance with
applicable law.

         (b)      In addition, Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

         (c)      Borrower shall pay the Administrative Agent and each Lender,
within 10 days after written demand therefor, the full amount of any Indemnified
Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the
case may be, on or with respect to any payment by or on account of any
obligation of Borrower hereunder (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section)
and any penalties, interest and reasonable expenses arising therefrom or with
respect thereto (other than any such penalties or interest arising through the
failure of the Administrative Agent or Lender to act as a reasonably prudent
agent or lender, respectively), whether or not such Indemnified Taxes or Other
Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered
to Borrower by a Lender, or by the Administrative Agent on its own behalf or on
behalf of a Lender, shall be conclusive absent demonstrable error.

         (d)      As soon as practicable after any payment of Indemnified Taxes
or Other Taxes by Borrower to a Governmental Authority, Borrower shall deliver
to the Administrative Agent the original or a certified copy of a receipt issued
by such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.

         (e)      Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which Borrower
is located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law, such
properly completed and executed documentation prescribed by applicable

                                       27

<PAGE>

law or reasonably requested by Borrower as will permit such payments to be made
without withholding or at a reduced rate.

         SECTION 2.17 Payments Generally; Pro Rata Treatment; Sharing of
Set-offs.

         (a)      Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest or fees, or of amounts payable under
Section 2.14, 2.15 or 2.16, or otherwise) prior to 1:00 p.m., New York City
time, on the date when due, in immediately available funds, without set-off or
counterclaim. All such payments shall be made to the Administrative Agent, c/o
Loan & Agency Services Group, JPMorgan Chase Bank, Loan and Agency Services
Group, 1111 Fannin Street, 10th Floor, Houston, Texas 77002-8069, Attention: Ms.
Janene English, telephone no.: 713-750-2501, facsimile no.: 713-427-6307, except
that payments pursuant to Sections 2.14, 2.16 and 10.3 shall be made directly to
the Persons entitled thereto. The Administrative Agent shall distribute any such
payments received by it for the account of any other Person to the appropriate
recipient promptly following receipt thereof. If any payment hereunder shall be
due on a day that is not a Business Day, the date for payment shall be extended
to the next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such extension.
All payments hereunder shall be made in dollars.

         (b)      If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
interest and fees then due hereunder, such funds shall be applied (i) first,
towards payment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, towards payment of principal then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal then due to such parties. If insufficient funds are
received due to Borrower's entitlement to withhold amounts on account of
Excluded Taxes in relation to a particular Lender, such insufficiency shall not
be subject to this Section 2.17(b) but shall be withheld from and shall only
affect payments made to such Lender.

         (c)      If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans resulting in such Lender receiving
payment of a greater proportion of the aggregate amount of its Revolving Loans
and accrued interest thereon than the proportion received by any other Lender,
then the Lender receiving such greater proportion shall purchase (for cash at
face value) participations in the Revolving Loans of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Revolving Loans; provided that (i) if any
such participations are purchased and all or any portion of the payment giving
rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any
payment made by Borrower pursuant to and in accordance with the express terms of
this Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans to any assignee or
participant, other than to Borrower or any Subsidiary or Affiliate thereof (as
to which the provisions of this paragraph shall apply). Borrower consents to the
foregoing and agrees, to the extent it may

                                       28

<PAGE>

effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against
Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of Borrower in the amount of
such participation.

         (d)      Unless the Administrative Agent shall have received notice
from Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders hereunder that Borrower will
not make such payment, the Administrative Agent may assume that Borrower has
made such payment on such date in accordance herewith and may, in reliance upon
such assumption, distribute to the Lenders the amount due. In such event, if
Borrower has not in fact made such payment, then each of the Lenders severally
agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation.

         (e)      If any Lender shall fail to make any payment required to be
made by it pursuant to Section 2.17(d), then the Administrative Agent may, in
its discretion (notwithstanding any contrary provision hereof), apply any
amounts thereafter received by the Administrative Agent for the account of such
Lender to satisfy such Lender's obligations under such Section until all such
unsatisfied obligations are fully paid.

         SECTION 2.18 Mitigation Obligations; Replacement of Lenders.

         (a)      If any Lender requests compensation under Section 2.14, or if
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16,
then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be,
in the future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

         (b)      If any Lender requests compensation under Section 2.14, or if
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16,
or if any Lender defaults in its obligation to fund Loans hereunder, then
Borrower may upon notice to such Lender and the Administrative Agent, require
such Lender to assign and delegate, without recourse or expense to, or warranty
by, such Lender (in accordance with and subject to the restrictions contained in
Section 10.4), all its interests, rights and obligations under this Agreement
(other than any outstanding Competitive Loans held by it) to an assignee
designated by Borrower which meets the requirements of Section 10.4(b) that
shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (i) Borrower shall have received the
prior written consent of the Administrative Agent, which consent shall not
unreasonably be withheld, (ii) such

                                       29

<PAGE>

Lender shall have received payment of an amount equal to the outstanding
principal of its Loans (other than Competitive Loans), accrued interest thereon,
accrued fees and all other amounts payable to it hereunder, from the assignee
(to the extent of such outstanding principal and accrued interest and fees) or
Borrower (in the case of all other amounts), (iii) the assignee and assignor
shall have entered into an Assignment and Acceptance, and (iv) in the case of
any such assignment resulting from a claim for compensation under Section 2.14
or payments required to be made pursuant to Section 2.16, such assignment will
result in a reduction in such compensation or payments.

         SECTION 2.19 Currency Conversion and Currency Indemnity.

         (a)      Payments in Agreed Currency. Borrower shall make payment
relative to any Obligation in the currency (the "Agreed Currency") in which the
Obligation was effected. If any payment is received on account of any Obligation
in any currency (the "Other Currency") other than the Agreed Currency (whether
voluntarily or pursuant to an order or judgment or the enforcement thereof or
the realization of any security or the liquidation of Borrower or otherwise
howsoever), such payment shall constitute a discharge of the liability of
Borrower hereunder and under the other Loan Documents in respect of such
obligation only to the extent of the amount of the Agreed Currency which the
relevant Lender or Agent, as the case may be, is able to purchase with the
amount of the Other Currency received by it on the Business Day next following
such receipt in accordance with its normal procedures and after deducting any
premium and costs of exchange.

         (b)      Conversion of Agreed Currency into Judgment Currency. If, for
the purpose of obtaining or enforcing judgment in any court in any jurisdiction,
it becomes necessary to convert into a particular currency (the "Judgment
Currency") any amount due in the Agreed Currency then the conversion shall be
made on the basis of the rate of exchange prevailing on the next Business Day
following the date such judgment is given and in any event Borrower shall be
obligated to pay the Agents and the Lenders any deficiency in accordance with
Section 2.19(c). For the foregoing purposes "rate of exchange" means the rate at
which the relevant Lender or Agent, as applicable, in accordance with its normal
banking procedures is able on the relevant date to purchase the Agreed Currency
with the Judgment Currency after deducting any premium and costs of exchange.

         (c)      Circumstances Giving Rise to Indemnity. If (i) any Lender or
any Agent receives any payment or payments on account of the liability of
Borrower hereunder pursuant to any judgment or order in any Other Currency, and
(ii) the amount of the Agreed Currency which the relevant Lender or Agent, as
applicable, is able to purchase on the Business Day next following such receipt
with the proceeds of such payment or payments in accordance with its normal
procedures and after deducting any premiums and costs of exchange is less than
the amount of the Agreed Currency due in respect of such obligations immediately
prior to such judgment or order, then Borrower on demand shall, and Borrower
hereby agrees to, indemnify and save the Lenders and the Agents harmless from
and against any loss, cost or expense arising out of or in connection with such
deficiency.

         (d)      Indemnity Separate Obligation. The agreement of indemnity
provided for in Section 2.19(c) shall constitute an obligation separate and
independent from all other obligations

                                       30

<PAGE>

contained in this Agreement, shall give rise to a separate and independent cause
of action, shall apply irrespective of any indulgence granted by the Lenders or
Agents or any of them from time to time, and shall continue in full force and
effect notwithstanding any judgment or order for a liquidated sum in respect of
an amount due hereunder or under any judgment or order.

         SECTION 2.20 Additional Borrowers.

         (a)      A Person which is a Restricted Subsidiary which is a resident
of, and domiciled in, the United States may become an Additional Borrower with
respect hereto, and shall be bound by and entitled to the benefits and
obligations of this Agreement as a Borrower hereunder to the same extent as any
other Borrower, upon the fulfillment of the following conditions:

                  (i)      Resolutions and Officers' Certificates. Such Person
         shall deliver all the items identified in Section 4.1(a) with respect
         to such Person.

                  (ii)     Certificate. An Authorized Officer of each Borrower
         shall have delivered to the Administrative Agent a certificate stating
         that such Person is a Restricted Subsidiary of the Parent which is
         resident of, and domiciled in, the United States.

                  (iii)    No Default. No Default or Event of Default shall have
         occurred and be continuing.

                  (iv)     Representations and Warranties. The representations
         and warranties in Article III hereto are true and correct with respect
         to such Person, mutatis mutandis, as of the date such Person executes
         the Additional Borrower Counterpart described in clause (v) below.

                  (v)      Additional Borrower Counterpart. Such Person shall
         execute an Additional Borrower Counterpart to this Agreement,
         substantially in the form of Exhibit J (the "Additional Borrower
         Counterpart") or such other agreement in form and substance
         satisfactory to the Administrative Agent.

                  (vi)     Opinions of Counsel. The Administrative Agent shall
         have received legal opinions, dated as of the date such Person executes
         the Additional Borrower Counterpart described above, addressed to the
         Agents and the Lenders, having substantially the same coverage as those
         opinions attached hereto as Exhibits A and B and in form and substance
         acceptable to the Administrative Agent, in its reasonable discretion.

                  (vii)    Approval. The Administrative Agent shall have
         approved the addition of such Person as an Additional Borrower, such
         approval not to be unreasonably withheld.

                  (viii)   USA Patriot Act Requirements. Such Person shall
         provide information and documentation necessary to comply with Section
         326 of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
         law October 26, 2001)).

         (b)      Upon fulfillment of the conditions in this Section 2.20(a),
the Administrative Agent will promptly notify each Lender of the date that such
Person becomes an Additional Borrower hereunder.

                                       31

<PAGE>

                                   ARTICLE III

                         Representations and Warranties

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

         SECTION 3.1 Organization. Borrower is a corporation, and each of its
Subsidiaries is a corporation or other legal entity, in either case duly
incorporated or otherwise properly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation or organization and
has all requisite authority, permits and approvals, and is in good standing to
conduct its business in each jurisdiction in which its business is conducted
where the failure to so qualify would have a Material Adverse Effect.

         SECTION 3.2 Authorization and Validity. The execution, delivery and
performance by Borrower of this Agreement and each other Loan Document executed
or to be executed by it, are within Borrower's corporate powers, have been duly
authorized by all necessary corporate action on behalf of it, and do not (a)
contravene Borrower's articles of incorporation or other organizational
documents, as the case may be; (b) contravene any material contractual
restriction, law or governmental regulation or court decree or order binding on
or affecting Borrower or any Subsidiary; or (c) result in, or require the
creation or imposition of, any Lien, not permitted by Section 7.1, on any of
Borrower's or any Subsidiary's properties. This Agreement constitutes, and each
other Loan Document executed by Borrower will, on the due execution and delivery
thereof, constitute, the legal, valid and binding obligations of Borrower
enforceable in accordance with their respective terms subject as to enforcement
only to bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditor rights generally and to general principles
of equity.

         SECTION 3.3 Government Approval and Regulation. 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 Borrower of this Agreement or any other Loan
Document. 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.

         SECTION 3.4 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
under Section 302(f) of ERISA. No condition exists or event or transaction has
occurred with respect to any Pension Plan which would result in the incurrence
by Borrower or any member of the Controlled Group of any liability, fine or
penalty in excess of $100,000,000. Neither Borrower nor any member of the
Controlled Group has any contingent liability with respect to

                                       32

<PAGE>

any post-retirement benefit under a Welfare Plan, other than liability for
continuation coverage described in Part 6 of Title I of ERISA.

         SECTION 3.5 Regulation U. Borrower is not 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. Terms for which meanings are provided in
Regulations U are used in this Section with such meanings.

         SECTION 3.6 Taxes. Borrower and each of its Subsidiaries has to the
best knowledge of Borrower after due investigation filed all tax returns and
reports required by law to have been filed by it and has paid all taxes and
governmental charges thereby shown to be owing, except any such taxes or charges
which are being contested in good faith by appropriate proceedings and for which
adequate reserves in accordance with GAAP shall have been set aside on its books
or which the failure to file or pay could not reasonably be expected to have a
Material Adverse Effect.

         SECTION 3.7 Subsidiaries; Restricted Subsidiaries. Schedule 3.7 hereto
contains an accurate list of all of the presently existing Subsidiaries,
including, without limitation, Restricted Subsidiaries, of Borrower as of the
date of this Agreement, setting forth their respective jurisdictions of
incorporation or organization and the percentage of their respective capital
stock or, the revenue share attributable to the general and limited partnership
interests, as the case may be, owned by Borrower or other Subsidiaries. All of
the issued and outstanding shares of capital stock of such Subsidiaries which
are corporations have been duly authorized and issued and are fully paid and
non-assessable.

                                   ARTICLE IV

                                   Conditions

         SECTION 4.1 Effectiveness. This Agreement shall become effective upon
the prior or concurrent satisfaction of each of the conditions precedent set
forth in this Section 4.1.

         (a)      Resolutions and Officers Certificates. The Administrative
                  Agent shall have received from Borrower a certificate, dated
                  the Effective Date, of the Secretary or Assistant Secretary of
                  Borrower as to (i) resolutions of its governing board, 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; (ii) the incumbency and signatures of those
                  of its officers authorized to act with respect to this
                  Agreement and each other Loan Document executed by it; and
                  (iii) its articles of incorporation and bylaws; upon which
                  certificates each Lender may conclusively rely until it shall
                  have received a further certificate of an authorized officer
                  of Borrower canceling or amending such prior certificate.

         (b)      Existing Facility. The Administrative Agent shall have
                  received a certificate, signed by an Authorized Officer of
                  Borrower, stating that either (i) Borrower or its Subsidiaries
                  have repaid in full and terminated the Existing Credit
                  Facility

                                       33

<PAGE>

                  concurrently with the effectiveness of this Agreement or (ii)
                  the Existing Credit Agreement terminated in full prior to the
                  effectiveness of this Agreement.

         (c)      Opinions of Counsel. The Administrative Agent shall have
                  received opinions, dated the Effective Date, addressed to the
                  Administrative Agent, the other Agents and all Lenders, from
                  Thompson & Knight LLP, counsel to Borrower, in substantially
                  the form attached hereto as Exhibit A.

         (d)      Closing Fees and Expenses. The Administrative Agent shall have
                  received for its own account, or for the account of each
                  Lender and other Agent, as the case may be, all fees, costs
                  and expenses due and payable pursuant hereto.

         (e)      Financial Statements. The Administrative Agent shall have
                  received a certificate, signed by an Authorized Officer of
                  Borrower, stating that the audited consolidated financial
                  statements of Borrower and its Subsidiaries for fiscal year
                  2003 (the "2003 Financials") fairly present Borrower's
                  financial condition and results of operations and that prior
                  to the Effective Date no material adverse change in the
                  condition or operations of Borrower and its Subsidiaries,
                  taken as a whole, from that reflected in the 2003 Financials
                  has occurred and is continuing.

         (f)      Environmental Warranties. In the ordinary course of its
                  business, Borrower conducts an ongoing review of the effect of
                  existing Environmental Laws on the business, operations and
                  properties of Borrower and its Subsidiaries, in the course of
                  which it attempts to identify and evaluate associated
                  liabilities and costs (including, without limitation, any
                  capital or operating expenditures required for clean-up or
                  closure of properties presently or previously owned, any
                  capital or operating expenditures required to achieve or
                  maintain compliance with environmental protection standards
                  imposed by law or as a condition of any license, permit or
                  contract, any related constraints on operating activities,
                  including any periodic or permanent shutdown of any facility
                  or reduction in the level of or change in the nature of
                  operations conducted thereat and any actual or potential
                  liabilities to third parties, including employees, and any
                  related costs and expenses). On the basis of this review, the
                  Administrative Agent shall have received a certificate, signed
                  by an Authorized Officer of Borrower, stating that after such
                  review Borrower has reasonably concluded that existing
                  Environmental Laws are unlikely to have a Material Adverse
                  Effect, or that Borrower has established adequate reserves in
                  respect of any required clean-up.

         (g)      Effectiveness Notice. The Administrative Agent shall have
                  received the Effectiveness Notice.

         (h)      Litigation. The Administrative Agent shall have received a
                  certificate, signed by an Authorized Officer of Borrower,
                  stating that no litigation, arbitration, governmental
                  proceeding, Tax claim, dispute or administrative or other
                  proceeding shall be pending or, to the knowledge of Borrower,
                  threatened against Borrower or any of its Subsidiaries which
                  could reasonably be expected to have a

                                       34

<PAGE>

                  Material Adverse Effect or which purports to affect the
                  legality, validity or enforceability of this Agreement or any
                  other Loan Document.

         (i)      Other Documents. The Administrative Agent shall have received
                  such other instruments and documents as any of the Agents or
                  their counsel may have reasonably requested.

The Administrative Agent shall notify Borrower, the other Agents and the Lenders
of the Effective Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Lenders to make Loans
hereunder shall not become effective unless each of the foregoing conditions is
satisfied (or waived pursuant to Section 10.2) at or prior to 3:00 p.m., New
York City time, on May 28, 2004 (and, in the event such conditions are not so
satisfied or waived, the Commitments shall terminate at such time).

         SECTION 4.2 All Loans. The obligation of each Lender to fund any Loan
which results in an increase in the aggregate outstanding principal amount of
Loans under this Agreement on the occasion of any Borrowing shall be subject to
the satisfaction of each of the conditions precedent set forth in this Section
4.2.

         (a)      Compliance with Warranties and No Default. Both before and
                  after giving effect to any Borrowing, the following statements
                  shall be true and correct: (1) the representations and
                  warranties set forth in Article III 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.

         (b)      Borrowings. The Administrative Agent shall have received a
                  Borrowing Request for any Revolving Borrowing, or a
                  Competitive Borrowing Request and a Competitive Bid
                  Accept/Reject Letter for any Competitive Borrowing.

                                    ARTICLE V

                              Affirmative Covenants

         Until the Commitments have expired or been terminated and all
Obligations shall have been paid in full and unless the Required Lenders shall
otherwise consent in writing, Borrower covenants and agrees with the Lenders
that:

         SECTION 5.1 Financial Reporting and Notices. Apache 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)      within 90 days after the end of each Fiscal Year of Apache, a
                  copy of the audited annual report for such fiscal year for
                  Apache and its Subsidiaries, including therein consolidated
                  balance sheets of Apache and its Subsidiaries as of the end of
                  such fiscal year and consolidated statements of earnings and
                  cash flow of Apache and its Subsidiaries for such fiscal year,
                  in each case certified (without

                                       35

<PAGE>

                  qualification) by independent public accountants of nationally
                  recognized standing selected by Apache;

         (b)      within 45 days after the end of each of the first three fiscal
                  quarters of each fiscal year of Apache commencing with the
                  fiscal quarter ending June 30, 2004, unaudited consolidated
                  balance sheets of Apache and its Subsidiaries as of the end of
                  such fiscal quarter and consolidated statements of earnings
                  and cash flow of Apache 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 an Authorized Officer of Apache;

         (c)      together with the financial statements described in (a) and
                  (b), above a compliance certificate, in substantially the form
                  of Exhibit C or any other form approved by the Administrative
                  Agent, executed by an Authorized Officer of Apache;

         (d)      within five (5) days after the occurrence of each Default, a
                  statement of an Authorized Officer of Apache setting forth
                  details of such Default and the action which Borrower has
                  taken and proposes to take with respect thereto;

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

         (f)      immediately upon becoming aware of the institution of any
                  steps by 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 would reasonably
                  be expected to result in the requirement that 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 would reasonably be expected to result in the incurrence
                  by Borrower of any liability, fine or penalty in excess of
                  $100,000,000, or any material increase in the contingent
                  liability of Borrower with respect to any postretirement
                  Welfare Plan benefit, notice thereof; and

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

         SECTION 5.2 Compliance with Laws. Borrower will, and will cause each of
its Subsidiaries to, comply in all material respects with all applicable laws,
rules, regulations and orders where noncompliance therewith may reasonably be
expected to have a Material Adverse Effect, except where the necessity of
compliance therewith is contested in good faith by appropriate proceedings.

                                       36

<PAGE>

         SECTION 5.3 Maintenance of Properties. Borrower will, and will cause
each of its Subsidiaries to, maintain, preserve, protect and keep valid title
to, or valid leasehold interest in, all of its properties and assets, real and
personal, tangible and intangible, of any nature whatsoever (including patents,
trademarks, trade names, service marks and copyrights), free and clear of all
Liens, charges or claims (including infringement claims with respect to patents,
trademarks, copyrights and the like) except as permitted pursuant to Section 7.1
and except for imperfections and other burdens of title thereto as do not in the
aggregate materially detract from the value thereof or for the use thereof in
their businesses (taken as a whole).

         SECTION 5.4 Insurance. Borrower will, and will cause each of its
Subsidiaries to, maintain or cause to be maintained with responsible insurance
companies (subject to self-insured retentions) insurance with respect to its
properties and business against such casualties and contingencies and of such
types and in such amounts as is customary in the case of similar businesses.

         SECTION 5.5 Books and Records. Borrower will, and will cause each of
its Subsidiaries to, keep books and records which accurately reflect all of its
business affairs and transactions and permit the Administrative Agent and the
other Agents and each Lender through the Administrative Agent or any of their
respective authorized representatives, during normal business hours and at
reasonable intervals, to visit all of its offices, to discuss its financial
matters with its officers and to examine (and, at the expense of the
Administrative Agent or such other Agent or Lender or, if a Default or Event of
Default has occurred and is continuing, at the expense of Borrower, photocopy
extracts from) any of its books or other records.

         SECTION 5.6 [Intentionally omitted].

         SECTION 5.7 Use of Proceeds. Borrower will, and will cause each
Subsidiary to, use the proceeds of the Loans (i) to refinance existing
Indebtedness of Borrower and its Subsidiaries, (ii) for Borrower's and its
Subsidiaries' general corporate purposes, including any non-hostile
acquisitions, or (iii) to backup Apache's commercial paper facilities.

                                   ARTICLE VI

                               Financial Covenants

         Until the Commitments have expired or been terminated and all
Obligations shall have been paid in full and unless the Required Lenders shall
otherwise consent in writing, Borrower covenants and agrees with the Lenders
that:

         SECTION 6.1 Ratio of Total Debt to Capital. Apache will not permit its
ratio (expressed as a percentage) of (i) the consolidated Debt of Apache and its
Subsidiaries to (ii) Capital to be greater than 60% at the end of any fiscal
quarter beginning with the fiscal quarter ending June 30, 2004.

                                       37

<PAGE>

                                   ARTICLE VII

                               Negative Covenants

         Until the Commitments have expired or terminated and all Obligations
have been paid in full and unless the Required Lenders shall otherwise consent
in writing, Borrower covenants and agrees with the Lenders that:

         SECTION 7.1 Liens. Borrower will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon the
stock, assets, or indebtedness of Borrower or any of its Subsidiaries to secure
Indebtedness of Borrower or any other Person except:

         (i)      Liens on any property or assets owned or leased by Borrower or
                  any Subsidiary existing at the time such property or asset was
                  acquired (or at the time such Person became a Subsidiary);
                  provided that in the case of the acquisition of a Subsidiary
                  such Lien only encumbers property or assets immediately prior
                  to, or at the time of, the acquisition by Borrower of such
                  Subsidiary;

         (ii)     purchase money Liens so long as such Liens only encumber
                  property or assets acquired with the proceeds of the purchase
                  money indebtedness incurred in connection with such Lien;

         (iii)    Liens granted by an Unrestricted Subsidiary on its assets to
                  secure Indebtedness incurred by such Unrestricted Subsidiary;

         (iv)     Liens on assets of a Restricted Subsidiary securing
                  Indebtedness of a Restricted Subsidiary owing to Borrower or
                  to another Restricted Subsidiary or Liens on assets of an
                  Unrestricted Subsidiary securing Indebtedness of an
                  Unrestricted Subsidiary owing to Borrower, to a Restricted
                  Subsidiary or to another Unrestricted Subsidiary;

         (v)      Liens existing on the Effective Date set forth on Schedule
                  7.1;

         (vi)     Liens arising under operating agreements;

         (vii)    Liens reserved in oil, gas and/or mineral leases for bonus
                  rental payments and for compliance with the terms of such
                  leases;

         (viii)   Liens pursuant to partnership agreements, oil, gas and/or
                  mineral leases, farm-out agreements, division orders,
                  contracts for the sale, delivery, purchase, exchange, or
                  processing of oil, gas and/or other hydrocarbons, unitization
                  and pooling declarations and agreements, operating agreements,
                  development agreements, area of mutual interest agreements,
                  forward sales of oil, natural gas and natural gas liquids, and
                  other agreements which are customary in the oil, gas and other
                  mineral exploration, development and production business and
                  in the business of processing of gas and gas condensate
                  production for the extraction of products therefrom;

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<PAGE>

         (ix)     Liens on the stock or other ownership interests of or in any
                  Unrestricted Subsidiary;

         (x)      Liens for taxes, assessments or similar charges, incurred in
                  the ordinary course of business, that are not yet due and
                  payable or that are being contested as set forth in Section
                  3.6;

         (xi)     pledges or deposits made in the ordinary course of business to
                  secure payment of worker's compensation, or to participate in
                  any fund in connection with worker's compensation,
                  unemployment insurance, old-age pensions or other social
                  security programs;

         (xii)    Liens imposed by mandatory provisions of law such as for
                  mechanics', materialmen's, warehousemen's, carriers', or other
                  like Liens, securing obligations incurred in the ordinary
                  course of business that are not yet due and payable;

         (xiii)   Liens in renewal or extension of any of the foregoing
                  permitted Liens, so long as limited to the property or assets
                  encumbered and the amount of Indebtedness secured immediately
                  prior to such renewal or extension; and

         (xiv)    in addition to Liens permitted by clauses (i) through (xiii)
                  above, Liens on property or assets of the Borrower and its
                  Subsidiaries if the aggregate Indebtedness of all such Persons
                  secured thereby does not exceed five percent (5%) of
                  Borrower's Consolidated Assets; provided that nothing in this
                  definition shall in and of itself constitute or be deemed to
                  constitute an agreement or acknowledgment by the
                  Administrative Agent or any Lender that the Indebtedness
                  subject to or secured by any such Lien ranks (apart from the
                  effect of any Lien included in or inherent in any such Liens)
                  in priority to the Obligations.

         SECTION 7.2 Mergers. Apache will not liquidate or dissolve, consolidate
with, or merge into or with, any other Person, or sell, lease or otherwise
transfer all or substantially all of its assets unless (a) Apache is the
survivor of such merger or consolidation, and (b) no Default or Event of Default
has occurred and is continuing or would occur after giving effect thereto.

         SECTION 7.3 Asset Dispositions. Borrower will not, and will not permit
any of its Restricted Subsidiaries to, sell, transfer, lease, contribute or
otherwise convey, or grant options, warrants or other rights with respect to all
or substantially all of its assets. Notwithstanding the foregoing, nothing
herein shall prohibit any transfer of any assets from any Borrower to any
Subsidiary of such Borrower, from any Subsidiary of a Borrower to such Borrower
or from a Subsidiary of a Borrower to another Subsidiary of such Borrower.

         SECTION 7.4 Transactions with Affiliates. Borrower will not, and will
not permit any of its Subsidiaries to, enter into, or cause, suffer or permit to
exist any arrangement or contract with any of its other Affiliates unless such
arrangement or contract or group of arrangements or contracts, as the case may
be, are conducted on an arms-length basis; provided, however, that this Section
shall not apply to Apache Offshore Investment Partnership, a

                                       39

<PAGE>

Delaware general partnership, Apache Offshore Petroleum Limited Partnership, a
Delaware limited partnership, Main Pass 151 Pipeline Company, a Texas general
partnership, and Apache 681/682 Joint Venture, a Texas joint venture.

         SECTION 7.5 Restrictive Agreements. Borrower will not, and will not
permit any of its Subsidiaries to, enter into any agreement (excluding this
Agreement, or any other Loan Document) limiting the ability of Borrower to amend
or otherwise modify this Agreement or any other Loan Document. Borrower will
not, and will not permit any of its Restricted Subsidiaries to, enter into any
agreement which restricts or prohibits the ability of any Restricted Subsidiary
to make any payments, directly or indirectly, to 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 Borrower.

         SECTION 7.6 Guaranties. Borrower will not, and will not permit any of
its Restricted Subsidiaries to, guaranty any Indebtedness not included in the
consolidated Debt of Borrower and its Subsidiaries in an aggregate outstanding
principal amount at any time exceeding $100,000,000.

                                  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":

         (a)      Non-Payment of Obligations. Borrower shall default in the
                  payment or prepayment when due of any principal of any Loan,
                  or Borrower shall default (and such default shall continue
                  unremedied for a period of five (5) Business Days) in the
                  payment when due of any interest, fee or of any other
                  obligation hereunder.

         (b)      Breach of Warranty. Any representation or warranty of Borrower
                  made or deemed to be made hereunder or in any other Loan
                  Document or any other writing or certificate furnished by or
                  on behalf of Borrower to the Administrative Agent, any other
                  Agent or any Lender for the purposes of or in connection with
                  this Agreement or any such other Loan Document is or shall be
                  false or misleading when made in any material respect.

         (c)      Non-Performance of Covenants and Obligations. Borrower shall
                  default in the due performance and observance of any of its
                  obligations under Section 7.2 or under Article VI.

         (d)      Non-Performance of Other Covenants and Obligations. Borrower
                  shall default in the due performance and observance of any
                  other agreement contained herein or in any other Loan
                  Document, and such default shall continue unremedied for a

                                       40

<PAGE>

                  period of 30 days after notice thereof shall have been given
                  to Borrower by the Administrative Agent or the Required
                  Lenders.

         (e)      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 direct payment
                  obligation of Borrower or any of its Restricted Subsidiaries
                  in any amount in excess of $100,000,000.

         (f)      Pension Plans. Any of the following events shall occur with
                  respect to any Pension Plan: (a) the institution of any steps
                  by Borrower, any member of its Controlled Group or any other
                  Person to terminate a Pension Plan if, as a result of such
                  termination, Borrower or any such member could be required to
                  make a contribution to such Pension Plan, or would reasonably
                  expect to incur a liability or obligation to such Pension
                  Plan, in excess of $100,000,000; 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.

         (g)      Bankruptcy and Insolvency. 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
                  generally 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 Borrower, or any
                  of its Restricted Subsidiaries, or any substantial part 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 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 Borrower and
                  each Restricted Subsidiary hereby expressly authorizes the
                  Administrative Agent, each other 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 Borrower or any of its
                  Restricted Subsidiaries, and, if any such case or proceeding
                  is not commenced by Borrower or such Restricted Subsidiary,
                  such case or proceeding shall be consented to or acquiesced in
                  by 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 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 or partnership action authorizing, or
                  in furtherance of, any of the foregoing.

         (h)      Judgments. Any judgment or order for the payment of money in
                  an amount of $100,000,000 or more in excess of valid and
                  collectible insurance in respect

                                       41

<PAGE>

                  thereof or in excess of an indemnity with respect thereto
                  reasonably acceptable to the Required Lenders shall be
                  rendered against Borrower or any of its Restricted
                  Subsidiaries and either (a) enforcement proceedings shall have
                  been commenced by any creditor upon such judgment or order, or
                  (b) such judgment shall have become final and non-appealable
                  and shall have remained outstanding for a period of 60
                  consecutive days.

         (i)      Change in Control. Any Person or group of Persons (within the
                  meaning of Section 13 or 14 of the Securities Exchange Act)
                  shall acquire beneficial ownership (within the meaning of Rule
                  13d-3 promulgated by the Securities and Exchange Commission
                  under the Securities Exchange Act) of 33 1/3% or more of the
                  outstanding shares of common stock of Borrower.

         SECTION 8.2 Action if Bankruptcy. If any Event of Default described in
Section 8.1(g) shall occur, the Commitments (if not theretofore terminated)
shall automatically terminate and the outstanding principal amount of all
outstanding Loans and all other obligations hereunder 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 8.2) 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 Borrower
declare all of the outstanding principal amount of the Loans and all other
obligations hereunder to be due and payable and the Commitments (if not
theretofore terminated) to be terminated, whereupon the full unpaid amount of
such Loans and other obligations shall be and become immediately due and
payable, without further notice, demand or presentment, and the Commitments
shall terminate.

                                   ARTICLE IX

                                     Agents

         Each of the Lenders hereby irrevocably appoints JPMorgan Chase Bank as
Administrative Agent, Citibank, N.A. and Bank of America, N.A. as Co-Syndication
Agents, and Barclays Bank PLC and UBS Loan Finance LLC as Co-Documentation
Agents and authorizes each such Agent to take such actions on its behalf and to
exercise such powers as are delegated to such Agent by the terms hereof,
together with such actions and powers as are reasonably incidental thereto.

         Any bank serving as an Agent hereunder shall have the same rights and
powers in its capacity as a Lender as any other Lender and may exercise the same
as though it were not an Agent, and such bank and its Affiliates may accept
deposits from, lend money to and generally engage in any kind of business with
Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent
hereunder.

         The Agents shall not have any duties or obligations except those
expressly set forth herein. Without limiting the generality of the foregoing,
(a) the Agents shall not be subject to

                                       42

<PAGE>

any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) each Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that such Agent is required to
exercise in writing by the Required Lenders (or such other number or percentage
of the Lenders as shall be necessary under the circumstances as provided in
Section 10.2), and (c) except as expressly set forth herein, the Agents shall
not have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to Borrower or any of its Subsidiaries that
is communicated to or obtained by the bank serving as such Agent or any of its
Affiliates in any capacity. Each Agent shall not be liable for any action taken
or not taken by it with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary under
the circumstances as provided in Section 10.2) or in the absence of its own
gross negligence or willful misconduct. Each Agent shall be deemed not to have
knowledge of any Default unless and until written notice thereof is given to
such Agent by Borrower or a Lender, and such Agent shall not be responsible for
or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement, (ii) the contents
of any certificate, report or other document delivered hereunder or in
connection herewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement or any
other agreement, instrument or document, or (v) the satisfaction of any
condition set forth in Article IV or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to such Agent. None of the
Persons identified on the facing page of this Agreement as the "Co-Lead
Arrangers and Joint Bookrunners" (the "Arrangers"), the Co-Documentation Agents
or the Co-Syndication Agents shall have any right, power, obligation, liability,
responsibility or duty under this Agreement or any other Loan Document other
than, except in the case of the Arrangers, those applicable to all Lenders as
such.

         The Administrative Agent and the other Agents shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent and the other Agents also may rely upon any statement made
to it orally or by telephone and believed by it to be made by the proper Person,
and shall not incur any liability for relying thereon. The Administrative Agent
and the other Agents may consult with legal counsel (who may be counsel for
Borrower), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts.

         Any Agent may perform any and all its duties and exercise its rights
and powers by or through any one or more sub-agents appointed by such Agent. Any
Agent and any such sub-agent may perform any and all its duties and exercise its
rights and powers through their respective Related Parties. The exculpatory
provisions of the preceding paragraphs shall apply to any such sub-agent and to
the Related Parties of such Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as an Agent.

         Subject to the appointment and acceptance of a successor Administrative
Agent as provided in this paragraph, the Administrative Agent may resign at any
time by notifying the

                                       43

<PAGE>

Lenders and Borrower. Upon any such resignation, Borrower shall have the right,
in consultation with the Required Lenders, to appoint one of the Lenders as a
successor. If no successor shall have been so appointed by Borrower and shall
have accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent
may, on behalf of the Lenders, appoint a successor Administrative Agent which
shall be a bank with an office in New York, New York, or an Affiliate of any
such bank. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder. The fees payable by Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between Borrower and such successor. After the
Administrative Agent's resignation hereunder, the provisions of this Article and
Section 10.3 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while it was
acting as Administrative Agent.

         Each Lender acknowledges that it has, independently and without
reliance upon any Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon any Agent or any other Lender and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any related agreement or any document
furnished hereunder or thereunder.

                                    ARTICLE X

                                  Miscellaneous

         SECTION 10.1 Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

         (a)      if to Borrower, to:

                           Apache Corporation
                           2000 Post Oak Boulevard, Suite 100
                           Houston, Texas 77056-4400
                           Attention: Matthew W. Dundrea
                                      Vice President and Treasurer
                           Telephone: (713) 296-6640
                           Facsimile: (713) 296-6458

                                       44

<PAGE>

                  with a copy to:

                           Assistant Treasurer
                           Apache Corporation
                           2000 Post Oak Boulevard, Suite 100
                           Houston, Texas 77056-4400
                           Telephone: (713) 296-6642
                           Facsimile: (713) 296-6477

                  and with copy to:

                           Vice President and General Counsel
                           Apache Corporation
                           2000 Post Oak Boulevard, Suite 100
                           Houston, Texas 77056-4400
                           Telephone: (713) 296-6204
                           Facsimile: (713) 296-6458

         (b)      if to the Administrative Agent, to:

                           JPMorgan Chase Bank
                           Loan & Agency Services Group
                           1111 Fannin Street, 10th Floor
                           Houston, Texas 77002-8069
                           Attention: Janene English
                           Telephone: (713) 750-2501
                           Facsimile: (713) 427-6307

                  with a copy to:

                           JPMorgan Chase Bank
                           600 Travis, 20 CTH 86
                           Houston, Texas 77002
                           Attention: Peter Licalzi
                           Telephone: (713) 216-8870
                           Facsimile: (713) 216-4117

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

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

         SECTION 10.2 Waivers; Amendments.

                                       45

<PAGE>

         (a)      No failure or delay by the Administrative Agent or any Lender
in exercising any right or power hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent and the
Lenders hereunder are cumulative and are not exclusive of any rights or remedies
that they would otherwise have. No waiver of any provision of this Agreement or
any other Loan Document or consent to any departure by Borrower therefrom shall
in any event be effective except in the specific instance and for the purpose
for which given. Without limiting the generality of the foregoing, the making of
a Loan shall not be construed as a waiver of any Default, regardless of whether
the Administrative Agent or any Lender may have had notice or knowledge of such
Default at the time.

         (b)      Neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except pursuant
to an agreement or agreements in writing entered into by Borrower and the
Required Lenders or by Borrower and the Administrative Agent with the consent of
the Required Lenders; provided that no such agreement shall (i) increase the
Commitment of any Lender or the Commitments without the written consent of such
Lender or each Lender, respectively, (ii) reduce the principal amount of any
Loan or reduce the rate of interest thereon, or reduce any fees payable
hereunder, without the written consent of each Lender affected thereby, (iii)
postpone the scheduled date of payment of the principal amount of any Loan, or
any interest thereon, or any fees payable hereunder, or reduce the amount of,
waive or excuse any such payment, or postpone the scheduled date of expiration
of any Commitment, without the written consent of each Lender affected thereby,
(iv) change Section 2.17(b) or (c) in a manner that would alter the pro rata
sharing of payments required thereby, without the written consent of each
Lender, or (v) change any of the provisions of this Section or the definition of
"Required Lenders" or any other provision hereof or thereof specifying the
number or percentage of Lenders required to waive, amend or modify any rights
hereunder or thereunder or make any determination or grant any consent hereunder
or thereunder, without the written consent of each Lender; provided further that
no such agreement shall amend, modify or otherwise affect the rights or duties
of the Administrative Agent hereunder or thereunder without the prior written
consent of the Administrative Agent.

         SECTION 10.3 Expenses; Indemnity; Damage Waiver.

         (a)      Borrower shall pay (i) all reasonable out-of-pocket expenses
incurred by the Agents and their Affiliates, including the reasonable fees,
charges and disbursements of counsel for the Agents, in connection with the
syndication of the credit facilities provided for herein, the preparation and
administration of this Agreement or any amendments, modifications or waivers of
the provisions hereof (whether or not the transactions contemplated hereby or
thereby shall be consummated) and (ii) all reasonable out-of-pocket expenses
incurred by the Agents or any Lender, including the fees, charges and
disbursements of any counsel for the Agents or any Lender, in connection with
the enforcement or protection of its rights in connection with this Agreement,
including its rights under this Section, or in connection with the Loans made
hereunder, including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans or this
Agreement.

                                       46

<PAGE>

         (b)      Borrower shall indemnify the Agents and each Lender, and each
Related Party of any of the foregoing Persons (each such Person being called an
"Indemnitee") against, and hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and related expenses, including the
reasonable fees, charges and disbursements of any counsel for any Indemnitee,
incurred by or asserted against any Indemnitee arising out of, in connection
with, or as a result of (i) the execution or delivery of this Agreement or any
agreement or instrument contemplated hereby, the performance by the parties
hereto of their respective obligations hereunder or the consummation of the
Transactions or any other transactions contemplated hereby, (ii) any Loan or the
actual or proposed use of the proceeds therefrom, (iii) any actual or alleged
presence or release of Hazardous Materials on or from any property owned or
operated by Borrower or any of its Subsidiaries, or any Environmental Liability
related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses (i) resulted from the
gross negligence or willful misconduct of such Indemnitee or (ii) arise in
connection with any issue in litigation commenced by Borrower or any of its
Subsidiaries against any Indemnitee for which a final judgment is entered in
favor of Borrower or any of its Subsidiaries against such Indemnitee.

         (c)      To the extent that Borrower fails to pay any amount required
to be paid by it to the Administrative Agent under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay to the Administrative Agent, such
Lender's Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent.

         (d)      To the extent permitted by applicable law, Borrower shall not
assert, and hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement or any agreement or instrument contemplated hereby, the
Transactions or any Loan or the use of the proceeds thereof, except for any such
claim arising from such Indemnitee's gross negligence or willful misconduct.

         (e)      All amounts due under this Section shall be payable not later
than thirty (30) days after written demand therefor.

         SECTION 10.4 Successors and Assigns.

         (a)      The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that Borrower may not assign or otherwise
transfer any of its rights or obligations hereunder without the prior written
consent of each Lender (and any attempted assignment or transfer by Borrower
without such consent shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby
and, to the extent expressly contemplated hereby, the

                                       47

<PAGE>

Related Parties of each of the Administrative Agent and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Agreement.

         (b)      Any Lender may assign to one or more assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided that
(i) except in the case of an assignment to a Lender or an Affiliate of a Lender,
each of Apache and the Administrative Agent must give their prior written
consent to such assignment (which consent shall not be unreasonably withheld),
(ii) except in the case of an assignment to a Lender or an Affiliate of a Lender
or an assignment of the entire remaining amount of the assigning Lender's
Commitment, the amount of the Commitment of the assigning Lender subject to each
such assignment (determined as of the date the Assignment and Acceptance with
respect to such assignment is delivered to the Administrative Agent) shall be in
increments of $1,000,000 and not less than $10,000,000 unless each of Borrower
and the Administrative Agent otherwise consent, (iii) each partial assignment
shall be made as an assignment of a proportionate part of all the assigning
Lender's rights and obligations under this Agreement, except that this clause
(iii) shall not apply to rights in respect of outstanding Competitive Loans,
(iv) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together with a processing
and recordation fee of $3,500, and (v) the assignee, if it shall not be a
Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire; and provided further that any consent of Apache otherwise
required under this paragraph shall not be required if an Event of Default under
Section 8.1 has occurred and is continuing. Subject to acceptance and recording
thereof pursuant to paragraph (d) of this Section, from and after the effective
date specified in each Assignment and Acceptance the assignee thereunder shall
be a party hereto and, to the extent of the interest assigned by such Assignment
and Acceptance, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.14, 2.15, 2.16, 2.17, 2.19 and
10.3). Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this paragraph shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with paragraph (e) of this Section.

         (c)      The Administrative Agent, acting for this purpose as an agent
of Borrower, shall maintain at one of its offices in The City of New York a copy
of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall be
conclusive, and Borrower, the Administrative Agent and the Lenders may treat
each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice
to the contrary. The Register shall be available for inspection by Borrower and
any Lender, at any reasonable time and from time to time upon reasonable prior
notice.

                                       48

<PAGE>

         (d)      Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register and will
provide prompt written notice to Borrower of the effectiveness of such
Assignment. No assignment shall be effective for purposes of this Agreement
unless it has been recorded in the Register as provided in this paragraph.

         (e)      Any Lender may, without the consent of Borrower or the
Administrative Agent, sell participations to one or more banks or other entities
(a "Participant") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans
owing to it); provided that (i) such Lender's obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations, (iii) Borrower,
the Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement, and (iv) if such Participant is not a Lender
or an Affiliate of a Lender, such Lender shall have given notice to Borrower of
the name of the Participant and the amount of such participation. Any agreement
or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement
and to approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in the first proviso to Section 10.2(b) that
affects such Participant. Subject to paragraph (f) of this Section, Borrower
agrees that each Participant shall be entitled to the benefits of Sections 2.14,
2.15 and 2.16 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section. To the extent
permitted by law, each Participant also shall be entitled to the benefits of
Section 10.8 as though it were a Lender, provided such Participant agrees to be
subject to Section 2.17(c) as though it were a Lender.

         (f)      A Participant shall not be entitled to receive any greater
payment under Section 2.14, 2.15 or 2.16 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such
Participant, unless Borrower shall expressly agree otherwise in writing. A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 2.16 unless Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of Borrower, to comply with Section 2.16(e) as though it were a Lender.

         (g)      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 to a Federal Reserve Bank or, in the case of a Lender
organized in a jurisdiction outside of the United States, a comparable Person,
and this Section shall not apply to any such pledge or assignment of a security
interest; provided that no such pledge or assignment of a security interest
shall release a Lender from any of its obligations hereunder or substitute any
such pledgee or assignee for such Lender as a party hereto.

                                       49

<PAGE>

         SECTION 10.5 Survival. All covenants, agreements, representations and
warranties made by Borrower herein and in the certificates or other instruments
delivered in connection with or pursuant to this Agreement shall be considered
to have been relied upon by the other parties hereto and shall survive the
execution and delivery of this Agreement and the making of any Loans, regardless
of any investigation made by any such other party or on its behalf and
notwithstanding that the Administrative Agent or any Lender may have had notice
or knowledge of any Default or incorrect representation or warranty at the time
any credit is extended hereunder, and shall continue in full force and effect as
long as the principal of or any accrued interest on any Loan or any fee or any
other amount payable under this Agreement is outstanding and unpaid and so long
as the Commitments have not expired or terminated. The provisions of Sections
2.14, 2.15, 2.16, 2.17, 2.19 and 10.3 and Article IX shall survive and remain in
full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination
of the Commitments or the termination of this Agreement or any provision hereof.

         SECTION 10.6 Counterparts; Integration; Effectiveness. This Agreement
may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement and any
separate letter agreements with respect to fees payable to the Administrative
Agent constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof. Except as provided in
Section 4.1, this Agreement shall become effective when it shall have been
executed by the Administrative Agent and when the Administrative Agent shall
have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page
of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

         SECTION 10.7 Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

         SECTION 10.8 Right of Setoff. If an Event of Default shall have
occurred and be continuing and the Obligations of Borrower shall have been
accelerated, each Lender and each of its Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other obligations at any time owing by such
Lender or Affiliate to or for the credit or the account of any Borrower against
any of and all the obligations of each Borrower now or hereafter existing under
this Agreement held by such Lender, irrespective of whether or not such Lender
shall have made any demand under this Agreement and although such obligations
may be unmatured. The rights of each Lender under this Section are in addition
to other rights and remedies (including other rights of setoff) which such
Lender may have.

                                       50

<PAGE>

         SECTION 10.9 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF
PROCESS.

         (a)      THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

         (b)      BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR
ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT
OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES
DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT
FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW
YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF
THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL
AFFECT ANY RIGHT THAT THE AGENTS OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST BORROWER OR ITS
PROPERTIES IN THE COURTS OF ANY JURISDICTION.

         (c)      BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN THE
FIRST SENTENCE OF PARAGRAPH (b) OF THIS SECTION. EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE
OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY
SUCH COURT.

         (d)      EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE
OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR
WITHOUT THE STATE OF NEW YORK. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT
OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW.

         SECTION 10.10 Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

                                       51

<PAGE>

         SECTION 10.11 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 or self-regulatory authority, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder, (f) subject to an agreement containing
provisions substantially the same as those of this Section, to any assignee of
or Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (g) with the consent of Borrower or
(h) to the extent such Information (A) becomes publicly available other than as
a result of a breach of this Section by any Person or (B) becomes available to
any Agent or any Lender on a nonconfidential basis from a source other than
Borrower or any Person obligated to maintain the confidentiality of such
Information. Prior to disclosing any Information under clause (c) above, the
Agent or Lender required or asked to make such disclosure shall make a good
faith effort to give Borrower prior notice of such proposed disclosure to permit
Borrower to attempt to obtain a protective order or other appropriate injunctive
relief. For the purposes of this Section, "Information" means all information
received from Borrower relating to Borrower or its business, other than any
publicly available information and such information that is available to any
Agent or any Lender on a nonconfidential basis prior to disclosure by Borrower;
provided that, in the case of information received from Borrower after the date
hereof, such information is clearly identified at the time of delivery as
confidential. 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 10.12 Interest Rate Limitation. It is the intention of the
parties hereto to conform strictly to applicable interest, usury and criminal
laws and, anything herein to the contrary notwithstanding, the obligations of
Borrower to a Lender or any Agent 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 such Lender
or Agent limiting rates of interest which may be charged or collected by such
Lender or Agent. Accordingly, if the transactions contemplated hereby would be
illegal, unenforceable, usurious or criminal under laws applicable to a Lender
or Agent (including the laws of any jurisdiction whose laws may be mandatorily
applicable to such Lender or Agent notwithstanding anything to the contrary in
this Agreement or any other Loan Document but subject to Section 2.12 hereof)
then, in that event, notwithstanding anything to the contrary in this Agreement
or any other Loan Document, it is agreed as follows:

                  (i)      the provisions of this Section shall govern and
         control;

                  (ii)     the aggregate of all consideration which constitutes
         interest under applicable law that is contracted for, taken, reserved,
         charged or received under this Agreement, or under any of the other
         aforesaid agreements or otherwise in connection

                                       52

<PAGE>

         with this Agreement by such Lender or Agent shall under no
         circumstances exceed the maximum amount of interest allowed by
         applicable law (such maximum lawful interest rate, if any, with respect
         to each Lender and the Agent herein called the "Highest Lawful Rate"),
         and any excess shall be cancelled automatically and if theretofore paid
         shall be credited to Borrower by such Lender or Agent (or, if such
         consideration shall have been paid in full, such excess refunded to
         Borrower);

                  (iii)    all sums paid, or agreed to be paid, to such Lender
         or Agent for the use, forbearance and detention of the indebtedness of
         Borrower to such Lender or Agent hereunder or under any Loan Document
         shall, to the extent permitted by laws applicable to such Lender or
         Agent, as the case may be, 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;

                  (iv)     if at any time the interest provided pursuant to this
         Section or any other clause of this Agreement or any other Loan
         Document, together with any other fees or compensation payable pursuant
         to this Agreement or any other Loan Document and deemed interest under
         laws applicable to such Lender or Agent, exceeds that amount which
         would have accrued at the Highest Lawful Rate, the amount of interest
         and any such fees or compensation to accrue to such Lender or Agent
         pursuant to this Agreement shall be limited, notwithstanding anything
         to the contrary in this Agreement or any other Loan Document, 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 such Lender or Agent pursuant to this Agreement below the
         Highest Lawful Rate until the total amount of interest accrued pursuant
         to this Agreement or such other Loan Document, as the case may be, and
         such fees or compensation deemed to be interest equals the amount of
         interest which would have accrued to such Lender or Agent if a varying
         rate per annum equal to the interest provided pursuant to any other
         relevant Section hereof (other than this Section), as applicable, had
         at all times been in effect, plus the amount of fees which would have
         been received but for the effect of this Section; and

                  (v)      with the intent that the rate of interest herein
         shall at all times be lawful, and if the receipt of any funds owing
         hereunder or under any other agreement related hereto (including any of
         the other Loan Documents) by such Lender or Agent would cause such
         Lender to charge Borrower a criminal rate of interest, the Lenders and
         the Agents agree that they will not require the payment or receipt
         thereof or a portion thereof which would cause a criminal rate of
         interest to be charged by such Lender or Agent, as applicable, and if
         received such affected Lender or Agent will return such funds to
         Borrower so that the rate of interest paid by Borrower shall not exceed
         a criminal rate of interest from the date this Agreement was entered
         into.

         SECTION 10.13 Joint and Several Obligations. Each Borrower has
determined that it is in its best interest and in pursuance of its legitimate
business purposes to induce the Lenders to extend credit to the Borrowers
pursuant to this Agreement. Each Borrower acknowledges and represents that the
availability of the Commitments to each of the Borrowers benefits each Borrower
individually and that the Loans made will be for and inure to the benefit of
each of the Borrowers individually and as a group. Accordingly, each Borrower
shall be jointly and

                                       53

<PAGE>

severally liable (as a principal and not as a surety, guarantor or other
accommodation party) for each and every representation, warranty, covenant and
obligation to be performed by the Borrowers under this Agreement and the other
Loan Documents, and each Borrower acknowledges that in extending the credit
provided herein the Agent and the Lenders are relying upon the fact that the
Obligations of each Borrower hereunder are the joint and several obligations of
a principal. The invalidity, unenforceability or illegality of this Agreement or
any other Loan Document as to one Borrower or the release by the Agent or the
Lenders of a Borrower hereunder or thereunder shall not affect the Obligations
of the other Borrowers under this Agreement or the other Loan Documents, all of
which shall otherwise remain valid and legally binding obligations of the other
Borrowers.

         SECTION 10.14 USA PATRIOT Act Notice. Each Lender that is subject to
the Act (as hereinafter defined) and the Administrative Agent (for itself and
not on behalf of any Lender) hereby notifies each Borrower that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the "Act"), it is required to obtain, verify and record
information that identifies each Borrower, which information includes the name
and address of each Borrower and other information that will allow such Lender
or the Administrative Agent, as applicable, to identify each Borrower in
accordance with the Act.

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

                      [SIGNATURES BEGIN ON FOLLOWING PAGE]

                                       54

<PAGE>

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

                                    APACHE CORPORATION


                                    By: ________________________________________
                                    Name:  Matthew W. Dundrea
                                    Title: Vice President and Treasurer

                 [SIGNATURE PAGE TO FIVE-YEAR CREDIT AGREEMENT]

                                     S - 1

<PAGE>


                                    JPMORGAN CHASE BANK, as Administrative
                                    Agent and as Lender

                                    By: ________________________________________
                                    Name:
                                    Title:

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

                                    By: ________________________________________
                                    Name:
                                    Title:

                                    BANK OF AMERICA, N.A., as a Co-Syndication
                                    Agent and as Lender

                                    By: ________________________________________
                                    Name:
                                    Title:

                                    BARCLAYS BANK PLC, as a Co-Documentation
                                    Agent and as Lender

                                    By: ________________________________________
                                    Name:
                                    Title:

                                    UBS LOAN FINANCE LLC, as a Co-Documentation
                                    Agent and as Lender

                                    By: ________________________________________
                                    Name:
                                    Title:

                                    By: ________________________________________
                                    Name:
                                    Title:

                 [SIGNATURE PAGE TO FIVE-YEAR CREDIT AGREEMENT]

                                     S - 2

<PAGE>

                                    HARRIS NESBITT FINANCING, INC., as Lender

                                    By: ________________________________________
                                    Name:
                                    Title:

                                    BNP PARIBAS, as Lender

                                    By: ________________________________________
                                    Name:
                                    Title:

                                    By: ________________________________________
                                    Name:
                                    Title:

                                    CREDIT SUISSE FIRST BOSTON, as Lender

                                    By: ________________________________________
                                    Name:
                                    Title:

                                    DEUTSCHE BANK AG NEW YORK BRANCH, as Lender

                                    By: ________________________________________
                                    Name:
                                    Title:

                                    By: ________________________________________
                                    Name:
                                    Title:

                                    MORGAN STANLEY BANK, as Lender

                                    By: ________________________________________
                                    Name:
                                    Title:

                 [SIGNATURE PAGE TO FIVE-YEAR CREDIT AGREEMENT]

                                     S - 3

<PAGE>

                                    ROYAL BANK OF CANADA, as Lender

                                    By: ________________________________________
                                    Name:
                                    Title:

                                    ABN AMRO BANK N.V., as Lender

                                    By: ________________________________________
                                    Name:
                                    Title:

                                    By: ________________________________________
                                    Name:
                                    Title:

                                    BAYERISCHE LANDESBANK, CAYMAN ISLANDS
                                    BRANCH, as Lender

                                    By: ________________________________________
                                    Name:
                                    Title:

                                    By: ________________________________________
                                    Name:
                                    Title:

                                    THE ROYAL BANK OF SCOTLAND PLC, as Lender

                                    By: ________________________________________
                                    Name:
                                    Title:

                                    By: ________________________________________
                                    Name:
                                    Title:

                 [SIGNATURE PAGE TO FIVE-YEAR CREDIT AGREEMENT]

                                     S - 4

<PAGE>

                                    SOCIETE GENERALE, as Lender

                                    By: ________________________________________
                                    Name:
                                    Title:

                                    SUMITOMO MITSUI BANKING CORPORATION,
                                    as Lender

                                    By: ________________________________________
                                    Name:
                                    Title:

                                    TORONTO DOMINION (TEXAS), INC., as Lender

                                    By: ________________________________________
                                    Name:
                                    Title:

                                    UNION BANK OF CALIFORNIA, N.A., as Lender

                                    By: ________________________________________
                                    Name:
                                    Title:

                                    By: ________________________________________
                                    Name:
                                    Title:

                                    WACHOVIA BANK, NATIONAL ASSOCIATION,
                                    as Lender

                                    By: ________________________________________
                                    Name:
                                    Title:

                 [SIGNATURE PAGE TO FIVE-YEAR CREDIT AGREEMENT]

                                     S - 5

<PAGE>

                                    CALYON NEW YORK BRANCH, as Lender

                                    By: ________________________________________
                                    Name:
                                    Title:

                                    By: ________________________________________
                                    Name:
                                    Title:

                                    THE BANK OF NEW YORK, as Lender

                                    By: ________________________________________
                                    Name:
                                    Title:

                                    WELLS FARGO BANK, NA, as Lender

                                    By: ________________________________________
                                    Name:
                                    Title:

                                    SOUTHWEST BANK OF TEXAS, N.A., as Lender

                                    By: ________________________________________
                                    Name:
                                    Title:

                                    NATIONAL BANK OF EGYPT, NEW YORK BRANCH,
                                    as Lender

                                    By: ________________________________________
                                    Name:
                                    Title:

                                    By: ________________________________________
                                    Name:
                                    Title:

                 [SIGNATURE PAGE TO FIVE-YEAR CREDIT AGREEMENT]

                                     S - 6