<PAGE>

                                                                    EXHIBIT 10.7

                      AMENDED AND RESTATED CREDIT AGREEMENT

                          Dated as of February 25, 2004

                                      among

                            COMSTOCK RESOURCES, INC.,
                                as the Borrower,

                                BANK OF MONTREAL,
                    as Administrative Agent and Issuing Bank,

                             BANK OF AMERICA, N.A.,
                              as Syndication Agent

                      COMERICA BANK, FORTIS CAPITAL CORP.,
                       and UNION BANK OF CALIFORNIA, N.A.,
                           as Co-Documentation Agents

                         The Other Lenders Party Hereto,

                              HARRIS NESBITT CORP.
                                   as Arranger


<PAGE>

                      AMENDED AND RESTATED CREDIT AGREEMENT

      This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of February
25, 2004, among COMSTOCK RESOURCES, INC., a Nevada corporation ("Borrower"),
each lender from time to time party hereto (collectively, the "Lenders" and each
individually, a "Lender"), BANK OF MONTREAL, as Administrative Agent and Issuing
Bank, BANK OF AMERICA, N.A., as syndication agent, and COMERICA BANK, FORTIS
CAPITAL CORP., and UNION BANK OF CALIFORNIA, N.A., as co-documentation agents.

                             PRELIMINARY STATEMENTS

      Borrower, Toronto Dominion (Texas), Inc., as administrative agent (the
"Prior Administrative Agent"), The Toronto-Dominion Bank, as issuing bank, and
certain lenders party thereto (the "Prior Lenders") have heretofore entered into
a Credit Agreement dated as of December 17, 2001, as amended, modified or
supplemented (the "Existing Credit Facility").

      Borrower desires to amend and restate the Existing Credit Facility in
order to restructure, rearrange, renew, extend and continue all indebtedness
evidenced by and outstanding under the Existing Credit Facility (the "Existing
Indebtedness"), and to modify the commitments from the Lenders pursuant to which
Loans will be made by the Lenders to the Borrower from time to time prior to the
Maturity Date and Letters of Credit will be issued by the Issuing Bank under the
several responsibilities of the Lenders for the account of the Borrower from
time to time prior to the Letter of Credit Availability Expiration Date.

      Borrower has delivered to Prior Administrative Agent certain collateral
documents to secure the repayment of the Existing Indebtedness to the Prior
Lenders, which collateral documents are being assigned to the Administrative
Agent in connection with, and concurrently with, the restructuring,
rearrangement, renewal, extension and continuation of the Existing Indebtedness
pursuant to this Agreement.

      The Administrative Agent, the Lenders and the Issuing Bank are willing, on
the terms and subject to the conditions hereinafter set forth (including Article
IV), to amend and restate the Existing Credit Facility in order to restructure,
rearrange, renew, extend and continue all Existing Indebtedness and to modify
the commitments and make such Loans to the Borrower and issue and participate in
such Letters of Credit for the account of the Borrower.

      It is in the best interest of each of the Guarantors to execute and
deliver a Guaranty as each Guarantor will receive substantial benefits as a
result of the Borrower entering into the borrowing base, revolving credit
facility with the Lenders.


<PAGE>

      In consideration of the mutual covenants and agreements herein contained,
the parties hereto covenant and agree as follows:

                                   ARTICLE I.
                        DEFINITIONS AND ACCOUNTING TERMS

      SECTION 1.1 DEFINED TERMS. As used in this Agreement, the following terms
shall have the meanings set forth below:

      "1999 Senior Notes" means those certain 11 1/4% senior unsecured notes due
2007, issued by the Borrower in an aggregate principal amount of $220,000,000
under the 1999 Senior Notes Indenture.

      "1999 Senior Notes Indenture" means that certain Indenture among Borrower,
any guarantors and trustee party thereto, dated as of April 29, 1999, as
supplemented by the First Supplemental Indenture dated as of March 7, 2002, and
as further amended, modified or supplemented from time to time, and relating to
the 1999 Senior Notes, together with all guarantees and all other documents
executed in connection therewith at any time.

      "2004 Senior Notes" means those certain 67/8% senior unsecured notes due
2012, issued by the Borrower in an aggregate principal amount of $175,000,000 on
the date of issuance thereof under the 2004 Senior Notes Indenture.

      "2004 Senior Notes Indenture" means that certain Indenture dated as of
February 25, 2004, by and between Borrower and The Bank of New York Trust
Company, N.A., as trustee, as supplemented by the First Supplemental Indenture
dated as of February 25, 2004, and related documentation entered into in
connection therewith pursuant to which the 2004 Senior Notes shall have been
issued, as the same may be amended, restated, modified or supplemented from time
to time.

      "Adjusted LIBO Rate" means, with respect to each particular Borrowing
comprised of LIBO Rate Loans and the associated LIBO Rate and Reserve
Percentage, the rate per annum calculated by the Administrative Agent (rounded
upwards, if necessary, to the next higher 1/100%) determined on a daily basis
pursuant to the following formula:

              Adjusted LIBO Rate   =          LIBO Rate
                                      ---------------------------
                                      (1.00% - Reserve Percentage)

      "Administrative Agent" means Bank of Montreal in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

      "Administrative Agent's Office" means the Administrative Agent's address
and, as appropriate, account as set forth on Schedule 10.2, or such other
address or account as the Administrative Agent may from time to time designate
to the Borrower, the Issuing Bank, and the Lenders.


                                       2
<PAGE>

      "Affiliate" means, as to any Person, any other Person directly or
indirectly controlling, controlled by, or under direct or indirect common
control with, such Person. A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, the power
(a) to vote 10% or more of the securities (on a fully diluted basis) having
ordinary voting power for the election of directors or managing general
partners; or (b) to direct or cause the direction of the management and policies
of such Person whether by contract or otherwise.

      "Agent and Arranger Fee Letter" has the meaning set forth in Section
2.10(b).

      "Agent-Related Persons" means the Administrative Agent (including any
successor administrative agent), together with its Affiliates (including, in the
case of BMO in its capacity as the Administrative Agent, the Issuing Bank and
the Arranger), and the officers, directors, employees, agents and
attorneys-in-fact of such Persons and Affiliates.

      "Aggregate Commitments" means, as of any date, the sum of the Commitments
of all the Lenders.

      "Agreement" means this Amended and Restated Credit Agreement, as amended,
restated, amended and restated, supplemented or otherwise modified from time to
time.

      "Arranger" means Harris Nesbitt Corp. in its capacity as sole arranger.

      "Assignment of Secured Indebtedness" means that certain Assignment of
Secured Indebtedness and Authorization to Assign Liens substantially in the form
of Exhibit J hereto, dated as of the date hereof, among the Prior Administrative
Agent, the Prior Lenders, the Administrative Agent, the Lenders and the Loan
Parties, pursuant to which the Prior Administrative Agent and the Prior Lenders
assign all their right, title and interest in and to the Existing Indebtedness,
the Prior Credit Agreement and the other Loan Documents (defined in the Prior
Credit Agreement) to the Administrative Agent and the Lenders.

      "Attorney Costs" means and includes all reasonable fees and disbursements
of any law firm or other external counsel.

      "Attributable Indebtedness" means, on any date, (a) in respect of any
capital lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of
the remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a capital lease.

      "Base Rate" means, on any date and with respect to all Base Rate Loans, a
fluctuating rate of interest per annum equal to the higher of (a) the rate of
interest most recently announced by Bank of Montreal at its Chicago, Illinois
office as its base rate for dollar advances made in the United States or (b) the
Federal Funds Rate most recently determined by the Administrative Agent plus
1/2% (0.5%) per annum. The Base Rate is not necessarily intended to be the
lowest rate of interest determined by Bank of Montreal or any Lender in
connection with extensions of credit. Changes in the rate of interest on that
portion of any Loans maintained as Base Rate Loans will take effect
simultaneously with each change in the Base Rate. The Administrative Agent will
give notice to the Borrower of changes in the Base Rate promptly upon receipt of
notice of any such change from Bank of Montreal.


                                       3
<PAGE>

      "Base Rate Loan" means a Loan that bears interest based on the Base Rate.

      "Base Rate Spread" means, with respect to any Base Rate Loan for any time
prior to the Maturity Date, the percentage per annum set forth below under the
caption "Base Rate Spread", determined by reference to the percentage of the
Borrowing Base that the sum of all Loans outstanding plus all L/C Obligations
represents at that time.

<TABLE>
<CAPTION>
                       Percentage of
                       Borrowing Base
                           Usage                             Base Rate Spread
                           -----                             ----------------
<S>                                                          <C>

                 (Greater Than Or Equal) 75%                       0.500%

        (Greater Than Or Equal) 50% but (Less Than) 75%            0.250%

                       (Less Than) 50%                             0.000%
</TABLE>

      "BMO" means Bank of Montreal and its successors and assigns.

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

      "Borrower" has the meaning set forth in the introductory paragraph hereto.

      "Borrowing" means a borrowing consisting of simultaneous Loans of the same
Type and having the same Interest Period made by Lenders pursuant to Section
2.1.

      "Borrowing Base" means, at the particular time in question, either the
amount provided for in Section 2.7 or the amount determined by the
Administrative Agent and approved by the Majority Lenders or all of the Lenders,
as applicable, in accordance with the provisions of Section 2.8; provided,
however, that in no event shall the Borrowing Base ever exceed the Maximum Loan
Amount.

      "Borrowing Base Deficiency" has the meaning set forth in Section
2.4.2(ii).

      "Business Day" means any day other than a Saturday, Sunday, or other day
on which commercial banks are authorized to close under the Laws of, or are in
fact closed in, Chicago, Illinois or Houston, Texas and, if such day relates to
any LIBO Rate Loan, means any such day on which dealings in Dollar deposits are
conducted in London, England.

      "Cash Collateralize" means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the Issuing Bank and the Lenders, as
collateral for the L/C Obligations, cash or deposit account balances pursuant to
documentation in form and substance satisfactory to the Administrative Agent and
the Issuing Bank (which documents are hereby consented to by the Lenders).
Derivatives of such term shall have corresponding meaning. The Borrower hereby
grants the Administrative Agent, for the benefit of the Issuing Bank and the
Lenders, a Lien on all such cash and deposit account balances. Cash collateral
shall be maintained in a blocked account at BMO or other institutions
satisfactory to BMO.


                                       4
<PAGE>

      "Change of Control" means, with respect to any Person, an event or series
of events by which:

      (a) any "person" or "group" (as such terms are used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit
plan of such Person or its subsidiaries, or any Person acting in its capacity as
trustee, agent or other fiduciary or administrator of any such plan), becomes
the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Securities
Exchange Act of 1934, except that a person shall be deemed to have "beneficial
ownership" of all securities that such person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time),
directly or indirectly, of 50% or more of the equity interests of such Person;
or

      (b) during any period of 12 consecutive months, a majority of the members
of the board of directors or other equivalent governing body of such Person
cease to be composed of individuals (i) who were members of that board or
equivalent governing body on the first day of such period, (ii) whose election
or nomination to that board or equivalent governing body was approved by
individuals referred to in clause (i) above constituting at the time of such
election or nomination at least a majority of that board or equivalent governing
body or (iii) whose election or nomination to that board or other equivalent
governing body was approved by individuals referred to in clauses (i) and (ii)
above constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body.

      "Closing Date" means the first date all the conditions precedent in
Section 4.1 are satisfied or waived in accordance with Section 4.1 (or, in the
case of Section 4.1(b), waived by the Person entitled to receive the applicable
payment).

      "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated thereunder.

      "COGI" means Comstock Oil & Gas, Inc., a Nevada corporation, or after the
COGI Reorganization, Comstock Oil & Gas, LP, a Nevada limited partnership,
successor-by-conversion to Comstock Oil & Gas, Inc.

      "COGI GP" means Comstock Oil & Gas GP, LLC, a Nevada limited liability
company.

      "COGI LP" means Comstock Oil & Gas Investments, LLC, a Nevada limited
partnership.

      "COGI Reorganization" means, collectively, the formation of COGI GP and
COGI LP as wholly-owned Subsidiaries of the Borrower, the contribution by
Borrower to COGI GP of a portion of Borrower's shares of common stock in COGI,
the contribution by Borrower to COGI LP of a portion of Borrower's shares of
common stock in COGI (provided that COGI GP and COGI LP shall hold, after giving
effect to such contributions, 100% of the shares of COGI's common stock in the
aggregate), and the conversion under applicable of Nevada law of COGI from a
corporation into a limited partnership. For purposes of this Agreement, the date
of the consummation of the COGI Reorganization shall be the effective date of
the conversion in accordance with Nevada law.

      "COGH" means Comstock Oil & Gas Holdings, Inc., a Nevada corporation.


                                       5
<PAGE>

      "COGLA" means Comstock Oil & Gas - Louisiana, LLC, a Nevada limited
liability company, successor-by-conversion to Comstock Oil & Gas - Louisiana,
Inc., a Nevada corporation.

      "COL" means Comstock Offshore, LLC, a Nevada limited liability company.

      "Commitment" means, as to each Lender, its obligation to (a) make Loans to
the Borrower pursuant to Section 2.1, and (b) purchase participations in L/C
Obligations, in an aggregate principal amount at any one time outstanding not to
exceed the lesser of (x) the amount set forth opposite such Lender's name on
Schedule 2.1, as such amount may be reduced or adjusted from time to time in
accordance with this Agreement and (y) such Lender's Percentage Share of (1) the
Borrowing Base minus (2) the aggregate principal amount of all 1999 Senior Notes
then outstanding.

      "Commitment Fee Rate" means for any time prior to the Maturity Date, the
percentage per annum set forth below under the caption "Commitment Fee Rate",
determined by reference to the percentage of the Borrowing Base that the sum of
all Loans outstanding plus all L/C Obligations represents at that time.

<TABLE>
<CAPTION>
                          Percentage of
                          Borrowing Base                          Commitment
                              Usage                                Fee Rate
                              -----                                --------
<S>                                                               <C>

                    (Greater Than Or Equal) 75%                     0.375%

          (Greater Than Or Equal) 50% but (Less Than) 75%           0.375%

                          (Less Than) 50%                           0.375%
</TABLE>

      "Compliance Certificate" means a certificate substantially in the form of
Exhibit C.

      "Consolidated Net Income" means, for any period, for Borrower and its
Subsidiaries on a consolidated basis, the net income of Borrower and its
Subsidiaries from continuing operations after extraordinary items (excluding
gains or losses from Dispositions of assets) for that period.

      "Consolidated Tangible Net Worth" means, as of any date of determination,
for Borrower and its Subsidiaries on a consolidated basis, Shareholders' Equity
of Borrower and its Subsidiaries on that date minus the Intangible Assets of
Borrower and its Subsidiaries on that date.

      "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

      "Credit Extension" means each of the following: (a) a Borrowing, and (b)
an L/C Credit Extension.

      "Current Assets" and "Current Liabilities" shall mean all assets or
liabilities of Borrower and its Subsidiaries on a consolidated basis,
respectively, that should be classified as current assets and current
liabilities in accordance with GAAP; provided that the calculation of Current
Assets shall not include receivables of the Borrower owing by any Affiliate in
excess of 120 days or subject to any dispute or offset, advances by the Borrower
to any Affiliate or any asset classified as a Current Asset


                                       6
<PAGE>

solely because it is held for sale; and provided further that Current
Liabilities shall not include the current maturities of any Indebtedness of the
Borrower for borrowed money that by its terms has a final maturity more than one
year from the date of any calculation of Current Liabilities.

      "Debtor Relief Laws" means the Bankruptcy Code of the United States of
America, and all other liquidation, conservatorship, bankruptcy, assignment for
the benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States of America or
other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.

      "Default" means any event that, with the giving of any notice, the passage
of time, or both, would be an Event of Default.

      "Default Rate" means an interest rate equal to (a) the Base Rate plus (b)
the Base Rate Spread, if any, applicable to Base Rate Loans plus (c) 2% per
annum; provided, however, that with respect to a LIBO Rate Loan, the Default
Rate shall be an interest rate equal to the interest rate (including any LIBOR
Spread) otherwise applicable to such Loan plus 2% per annum, in each case to the
fullest extent permitted by applicable Laws.

      "Determination Date" has the meaning set forth in Section 2.8.

      "Disqualified Stock" means any capital stock that, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder thereof, in whole or in part.

      "Disposition" or "Dispose" means the sale, transfer, license or other
disposition (including any sale and leaseback transaction) of any property by
any Person, including any sale, assignment, transfer or other disposal, with or
without recourse, of any notes or accounts receivable or any rights and claims
associated therewith.

      "Dollar" and "$" means lawful money of the United States of America.

      "Eligible Assignee" has the meaning specified in Section 10.7.6.

      "Engineering Report" means the Initial Engineering Report and each
engineering report delivered pursuant to Section 6.2(g).

      "Environmental Laws" means all Laws relating to environmental, health,
safety and land use matters applicable to any property.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any regulations issued pursuant thereto.

      "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Borrower or any Guarantor within the
meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the
Code for purposes of provisions relating to Section 412 of the Code).


                                       7
<PAGE>

      "ERISA Event" means (a) a Reportable Event with respect to a Pension Plan;
(b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan
subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which might reasonably be
expected to constitute grounds under Section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any Pension Plan or
Multiemployer Plan; or (f) the imposition of any liability under Title IV of
ERISA, other than PBGC premiums due but not delinquent under Section 4007 of
ERISA, upon the Borrower or any ERISA Affiliate.

      "Evaluation Date" means each of the following:

      (a) Each date which either the Borrower or the Majority Lenders, at their
respective options, specify as a date as of which the Borrowing Base is to be
redetermined (provided that neither the Borrower nor the Majority Lenders shall
be entitled to request any such redetermination more than once between any two
consecutive dates described in clause (b) of this definition of "Evaluation
Dates"); and

      (b) May 1 and November 1 of each year occurring prior to the Final
Maturity Date, beginning November 1, 2004.

      "Event of Default" means any of the events or circumstances specified in
Article VIII.

      "Existing Credit Facility" is defined in the first preliminary statement
hereto.

      "Existing Indebtedness" is defined in the second preliminary statement
hereto.

      "Federal Funds Rate" means, for any day, the rate per annum (rounded
upwards to the nearest 1/100 of 1%) equal to the weighted average of the rates
on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the
Federal Reserve Bank on the Business Day next succeeding such day; provided that
(a) if such day is not a Business Day, the Federal Funds Rate for such day shall
be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate charged to BMO on such day on such transactions as
determined by the Administrative Agent.

      "Foreign Lender" has the meaning specified in Section 3.8.

      "GAAP" means generally accepted accounting principles and practices that
are recognized as such by the Financial Accounting Standards Board (or any
generally recognized successor). If at any time any change in GAAP would affect
the computation of any financial ratio or requirement set forth in any Loan
Document, and the Borrower or the Majority Lenders or the Administrative Agent
shall so request, the Administrative Agent, the Lenders and the Borrower shall
negotiate in good faith to amend such ratio or requirement to preserve the
original intent thereof in light of such change in


                                       8
<PAGE>

GAAP; provided that, until so amended, (a) such ratio or requirement shall
continue to be computed in accordance with GAAP prior to such change therein and
(b) the Borrower shall provide to the Administrative Agent and the Lenders
financial statements and other documents required under this Agreement or as
reasonably requested hereunder setting forth a reconciliation between
calculations of such ratio or requirement made before and after giving effect to
such change in GAAP.

      "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government, and any
corporation or other entity owned or controlled, through stock or capital
ownership or otherwise, by any of the foregoing.

      "Governmental Requirements" means all judgment, orders, writs,
injunctions, decrees, awards, laws, ordinances, statutes, regulations, rules,
franchises, permits, certificates, licenses, authorizations and the like and any
other requirements of any government or any commission, board, court, agency,
instrumentality or political subdivision thereof.

      "Guarantors" means each of the Subsidiaries listed in Part (b) of Schedule
5.13 and each other Subsidiary of the Borrower that shall have executed and
delivered a Guaranty to the Administrative Agent for the benefit of the Lenders.

      "Guaranty" means (a) each Amended and Restated Subsidiary Guaranty dated
as of the date hereof made by each of the Guarantors in favor of the
Administrative Agent on behalf of the Lenders, substantially in the form of
Exhibit E and (b) each other guaranty (which shall also be substantially in the
form of Exhibit E) in favor of the Administrative Agent on behalf of the Lenders
delivered in accordance with this Agreement.

      "Guaranty Obligation" means, as to any Person, (a) any obligation,
contingent or otherwise, of such Person guarantying or having the economic
effect of guarantying any Indebtedness or other obligation payable or
performable by another Person (the "primary obligor") in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or
indirect, (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in
respect of such Indebtedness or other obligation of the payment or performance
of such Indebtedness or other obligation, (iii) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the
primary obligor so as to enable the primary obligor to pay such Indebtedness or
other obligation, or (iv) entered into for the purpose of assuring in any other
manner the obligees in respect of such Indebtedness or other obligation of the
payment or performance thereof or to protect such obligees against loss in
respect thereof (in whole or in part), or (b) any Lien on any assets of such
Person securing any Indebtedness or other obligation of any other Person,
whether or not such Indebtedness or other obligation is assumed by such Person;
provided, however, that the term "Guaranty Obligation" shall not include
endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Guaranty Obligation shall be deemed to be an amount
equal to the stated or determinable amount of the related primary obligation, or
portion thereof, in respect of which such Guaranty Obligation is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect
thereof as determined by the guarantying Person in good faith.


                                       9
<PAGE>

      "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

      "Hedging Agreement" means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index
swaps or options, bond or bond price or bond index swaps or options or forward
bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a "Master Agreement"), including
any such obligations or liabilities under any Master Agreement.

      "Highest Lawful Rate" has the meaning given to it in Section 10.10.

      "Honor Date" has the meaning set forth in Section 2.3.3(i).

      "Hydrocarbon Interest" means all rights, titles, interests and estates now
or hereafter acquired in and to oil and gas leases, oil, gas and mineral leases
or other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding
royalty and royalty interests, operating rights, net profit interests,
production payment interests and other similar types of interests, including any
reserved or residual interest of whatever nature.

      "Hydrocarbons" means oil, gas, casinghead gas, drip gasoline, natural
gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and
all products refined or separated therefrom.

      "ICC" has the meaning set forth in Section 2.3.7.

      "Indebtedness" means, as to any Person at a particular time, all of the
following:

      (a) all obligations of such Person for borrowed money and all obligations
of such Person evidenced by bonds, debentures, notes, loan agreements or other
similar instruments;

      (b) any direct or contingent obligations of such Person arising under
letters of credit (including standby and commercial), banker's acceptances, bank
guaranties, surety bonds and similar instruments;

      (c) net obligations under any Hedging Agreement in an amount equal to (i)
if such Hedging Agreement has been closed out, the termination value thereof, or
(ii) if such Hedging Agreement has not been closed out, the mark-to-market value
thereof determined on the basis of readily available quotations provided by any
recognized dealer in such Hedging Agreement;


                                       10
<PAGE>

      (d) whether or not so included as liabilities in accordance with GAAP, all
obligations of such Person to pay the deferred purchase price of property or
services, and indebtedness (excluding prepaid interest thereon) secured by a
Lien on property owned or being purchased by such Person (including indebtedness
arising under conditional sales or other title retention agreements), whether or
not such indebtedness shall have been assumed by such Person or is limited in
recourse;

      (e) capital leases and Synthetic Lease Obligations; and

      (f) all Guaranty Obligations of such Person in respect of any of the
foregoing.

      For all purposes hereof, the Indebtedness of any Person shall include the
Indebtedness of any partnership or joint venture in which such Person is a
general partner or a joint venturer, unless such Indebtedness is expressly made
non-recourse to such Person except for customary exceptions acceptable to the
Majority Lenders. The amount of any capital lease or Synthetic Lease Obligation
as of any date shall be deemed to be the amount of Attributable Indebtedness in
respect thereof as of such date. "Indemnified Liabilities" has the meaning set
forth in Section 10.5.

      "Indemnitees" has the meaning set forth in Section 10.5.

      "Indenture Debt" means all present and future Indebtedness and other
liabilities owing pursuant to the Indenture Debt Documents.

      "Indenture Debt Documents" means (a) the 1999 Senior Notes Indenture and
any documents related to or delivered in connection with any refinancings,
refundings, renewals or extensions of the facilities described in the 1999
Senior Notes Indenture, and (b) the 2004 Senior Notes Indenture and any
documents related to or delivered in connection with any refinancings,
refundings, renewals or extensions of the facilities described in the 2004
Senior Notes Indenture.

      "Initial Audited Financial Statements" means each of the audited
consolidated balance sheet of the Borrower and its Subsidiaries as of December
31, 2002 and the related consolidated statements of income and cash flows of the
Borrower for the fiscal year ended December 31, 2002.

      "Initial Engineering Report" means, collectively, the engineering report
dated as of January 1, 2004 concerning Oil and Gas Properties of the Borrower,
COGI, COGH, COGLA and COL, prepared by Lee Keeling & Associates.

      "Intangible Assets" means assets that are considered to be intangible
assets under GAAP, including customer lists, goodwill, computer software,
copyrights, trade names, trademarks, patents, unamortized deferred charges,
unamortized debt discount and capitalized research and development costs.

      "Interest Payment Date" means, (a) as to any Loan other than a Base Rate
Loan, the last day of each Interest Period applicable to such Loan; provided,
however, that if any Interest Period for a LIBO Rate Loan exceeds three months,
the respective dates that fall every three months after the beginning of such
Interest Period shall also be Interest Payment Dates; and (b) as to any Base
Rate Loan, the last Business Day of each March, June, September and December and
the Maturity Date.


                                       11
<PAGE>

      "Interest Period" means as to each LIBO Rate Loan, the period commencing
on the date such LIBO Rate Loan is disbursed or (in the case of any Base Rate
Loan) converted to or continued as a LIBO Rate Loan and ending on the date one,
two, three or six months thereafter, as selected by the Borrower in its Notice
of Advance; provided that:

            (i) any Interest Period that would otherwise end on a day that is
      not a Business Day shall be extended to the next succeeding Business Day
      unless, in the case of a LIBO Rate Loan, such Business Day falls in
      another calendar month, in which case such Interest Period shall end on
      the next preceding Business Day;

            (ii) any Interest Period pertaining to a LIBO Rate Loan that begins
      on the last Business Day of a calendar month (or on a day for which there
      is no numerically corresponding day in the calendar month at the end of
      such Interest Period) shall end on the last Business Day of the calendar
      month at the end of such Interest Period; and

            (iii) no Interest Period shall extend beyond the scheduled Maturity
      Date.

      "Investment" means, as to any Person, any acquisition or investment by
such Person, whether by means of (a) the purchase or other acquisition of
capital stock or other securities of another Person, (b) a loan, advance or
capital contribution to, guaranty of debt of, or purchase or other acquisition
of any other debt or equity participation or interest in, another Person,
including any partnership or joint venture interest in such other Person, or (c)
the purchase or other acquisition (in one transaction or a series of
transactions) of assets of another Person that constitute a business unit. For
purposes of covenant compliance, the amount of any Investment shall be the
amount actually invested, without adjustment for subsequent increases or
decreases in the value of such Investment.

      "IRS" means the United States Internal Revenue Service.

      "Issuing Bank" means Bank of Montreal in its capacity as issuer of Letters
of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

      "Laws" means, collectively, all international, foreign, Federal, state and
local statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

      "L/C Advance" means, with respect to any Lender, such Lender's
participation in any L/C Borrowing in accordance with its Percentage Share.

      "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit that has not been reimbursed on the date when made or
refinanced as a Borrowing.

      "L/C Collateral" has the meaning set forth in Section 2.3.11.

      "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the renewal or
increase of the amount thereof.


                                       12
<PAGE>

      "L/C Obligations" means, as at any date of determination, the aggregate
undrawn face amount of all outstanding Letters of Credit plus the aggregate of
all Unreimbursed Amounts, including all L/C Borrowings.

      "Lender" has the meaning set forth in the introductory paragraph hereto
and, as the context requires, includes the Issuing Bank.

      "Lender Assignment" means a Lender Assignment substantially in the form of
Exhibit D.

      "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such on Schedule 10.2, or such other office or offices as a
Lender may from time to time designate to the Borrower and the Administrative
Agent.

      "Letter of Credit" means any standby or commercial letter of credit issued
hereunder.

      "Letter of Credit Application" means an application and agreement for the
issuance or amendment of a letter of credit in the form from time to time in use
by the Issuing Bank.

      "Letter of Credit Availability Expiration Date" means the day that is
seven days prior to the Maturity Date (or, if such day is not a Business Day,
the next preceding Business Day).

      "Letter of Credit Sublimit" means an amount equal to the lowest of (x) the
Aggregate Commitments, (y) $50,000,000, and (z) the Borrowing Base. The Letter
of Credit Sublimit is part of, and not in addition to, the Aggregate
Commitments.

      "LIBO Rate" shall mean, with respect to any LIBO Rate Loan within a
Borrowing and with respect to the related Interest Period, the rate of interest
per annum equal to the offered quotation appearing on Telerate Page 3750 at
approximately 11:00 a.m. (London time) on the date which is two Business Days
prior to the beginning of the relevant Interest Period (or if such Telerate Page
shall not be available, the rate per annum determined by the Administrative
Agent by reference to the British Bankers' Association Interest Settlement Rate
for deposits in U.S. dollars as set forth by any service which has been
nominated by the British Bankers' Association as an authorized information
vendor for the purpose of displaying such rates) for a period most closely
approximating such Interest Period, provided that, to the extent that an
interest rate is not ascertainable pursuant to the foregoing provision of this
definition, the "LIBO Rate" shall be the interest rate per annum, determined by
the Administrative Agent to be the average of the rates per annum at which
deposits in U.S. dollars are offered for such relevant Interest Period to major
banks in the London interbank market in London, England by the Administrative
Agent at approximately 11:00 a.m. (London time) on the date which is two
Business Days prior to the beginning of such Interest Period.

      "LIBO Rate Loan" means a Loan that bears interest at the Adjusted LIBO
Rate.

      "LIBOR Spread" means with respect to any LIBO Rate Loan for any time prior
to the Maturity Date, the percentage per annum set forth below under the caption
"LIBOR Spread," determined by reference to the percentage of the Borrowing Base
that the sum of all Loans outstanding plus all L/C Obligations represents at
that time.


                                       13
<PAGE>

<TABLE>
<CAPTION>
                           Percentage of
                           Borrowing Base
                               Usage                          LIBOR Spread
                               -----                          ------------
<S>                                                           <C>

                    (Greater Than Or Equal) 75%                   1.750%

          (Greater Than Or Equal) 50% but (Less Than) 75%         1.500%

                          (Less Than) 50%                         1.250%
</TABLE>

      "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement, any financing lease having substantially the same economic effect as
any of the foregoing, and the filing of any financing statement under the
Uniform Commercial Code or comparable Laws of any jurisdiction), including the
interest of a purchaser of accounts receivable.

      "Loan" has the meaning set forth in Section 2.1.

      "Loan Documents" means this Agreement, each Note, the Agent and Arranger
Fee Letter, each Notice of Advance, each Letter of Credit Application, each
Letter of Credit, each of the Security Documents, each Compliance Certificate,
each Guaranty, each Subordination Agreement and all other written agreements,
certificates, documents, instruments and writings at any time delivered in
connection herewith or therewith and any Hedging Agreement now or hereafter
existing between the Borrower or any Guarantor and any Lender or any Affiliate
of any Lender.

      "Loan Parties" means, collectively, the Borrower and each Guarantor.

      "Majority Lenders" means, as of any date of determination, Lenders whose
Voting Percentages aggregate to 66-2/3% or more.

      "Mandatory Prepayment Amount" has the meaning set forth in Section
2.4.2(ii).

      "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, or condition
(financial or otherwise) of the Borrower and its Subsidiaries taken as a whole;
(b) a material impairment of the ability of any Loan Party to perform its
obligations under any Loan Document to which it is a party; or (c) a material
adverse effect upon the legality, validity, binding effect or enforceability
against any Loan Party of any Loan Document to which it is a party or upon the
rights and remedies of the Administrative Agent, the Issuing Bank, or any Lender
under any Loan Document.

      "Matured L/C Obligations" means all amounts paid by Issuing Bank on drafts
or demands for payment drawn or made under or purported to be under any Letter
of Credit (or under or in connection with any L/C Application) that have not
been repaid to the Issuing Bank (with the proceeds of a Loan or otherwise).

      "Maturity Date" means (a) February 25, 2008, or (b) such earlier date upon
which the Commitments may be terminated in accordance with the terms hereof.


                                       14
<PAGE>

      "Maximum Loan Amount" means $400,000,000 as such amount may be reduced
from time to time pursuant to Section 2.5.

      "Mortgage" means (i) each Mortgage, Deed of Trust, Assignment, Security
Agreement, Financing Statement and Fixture Filing dated as December 17, 2001
described in the Security Schedule as (or as intended to be) assigned and
amended pursuant to the Assignment of Secured Indebtedness and the Mortgage
Assignment and Amendment, (ii) each Mortgage, Deed of Trust, Assignment,
Security Agreement, Financing Statement and Fixture Filing dated as February 25,
2004 described in the Security Schedule, and (iii) any mortgage, deed of trust
or similar document delivered pursuant to this Agreement, in each case as
amended, supplemented, restated or otherwise modified from time to time.

      "Mortgage Assignment and Amendment" means each Assignment and Amendment of
Mortgage, Deed of Trust, Assignment, Security Agreement, Financing Statement and
Fixture Filing dated as of the date hereof among Administrative Agent, Prior
Administrative Agent, and a Loan Party, in each case, delivered pursuant to
Section 4.1, as amended, supplemented, restated or otherwise modified from time
to time in accordance with the terms of this Agreement and the other Loan
Documents]

      "Mortgaged Property" has the meaning set forth in the Mortgage.

      "Multiemployer Plan" means any employee benefit plan of the type described
in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding three
calendar years, has made or been obligated to make contributions.

      "Net Sales Proceeds" means, with respect to any sale, lease, transfer or
other disposition of any asset by the Borrower or any Subsidiary, the aggregate
amount of cash or cash equivalents received by or paid to or for the account of
the Borrower or such Subsidiary from time to time (whether as initial
consideration or through payment or disposition of deferred consideration) by or
on behalf of such Person in connection with such transaction after deducting
therefrom only (without duplication) (a) reasonable out-of-pocket costs and
fees, (b) the amount of taxes payable in connection with or as a result of such
transaction and (c) the amount of any Indebtedness permitted by Section 7.3
hereof secured by a Lien on such asset permitted by Section 7.1 hereof that, by
the terms of the agreement or instrument governing such Indebtedness, is
required to be repaid or may be prepaid upon such disposition, in each case to
the extent, but only to the extent, that the amounts so deducted are, at the
time of receipt of such cash, actually paid to a Person that is not an Affiliate
of the Borrower or such Subsidiary and are properly attributable to such
transaction or to the asset that is the subject thereof.

      "Note" means a promissory note made by the Borrower in favor of a Lender
evidencing Loans made by such Lender, substantially in the form of Exhibit B.

      "Notice of Advance" means a notice, which, if in writing, shall be
substantially in the form of Exhibit A, of (a) a Borrowing, (b) a conversion of
Loans from one Type to the other, or (c) a continuation of Loans as the same
Type, pursuant to Section 2.2(a),.

      "Obligations" means all advances to, and debts, liabilities, obligations,
covenants and duties of, any Loan Party arising under any Loan Document, whether
direct or indirect (including those


                                       15
<PAGE>

acquired by assumption), absolute or contingent, due or to become due, now
existing or hereafter arising and including interest that accrues after the
commencement by or against any Loan Party or any Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in such
proceeding.

      "Oil and Gas Properties" means Hydrocarbon Interests; the properties now
or hereafter pooled or unitized with Hydrocarbon Interests; all presently
existing or future unitization, pooling agreements and declarations of pooled
units and the units created thereby (including without limitation all units
created under orders, regulations and rules of any Governmental Authority have
jurisdiction) that may affect all or any portion of the Hydrocarbon Interests;
all operating agreements, contracts and other agreements that relate to any of
the Hydrocarbon Interests or the production, sale, purchase, exchange or
processing of Hydrocarbons from or attributable to such Hydrocarbon Interest;
all Hydrocarbons in and under and which may be produced and saved or
attributable to the Hydrocarbon Interests, the lands covered thereby and all oil
in tanks and all rents, issues, profits, proceeds, products, revenues and other
income from or attributable to the Hydrocarbon Interests; all tenements,
hereditaments, appurtenances and properties in any manner appertaining,
belonging, affixed or incidental to the Hydrocarbon Interests, properties,
rights, titles, interests and estates described or referred to above, including
any and all property, real or personal, now owned or hereinafter acquired and
situated upon, used, held for use or useful in connection with the operating,
working or development of any of such Hydrocarbon Interests or property
(excluding drilling rigs, automotive equipment or other personal property which
may be on such premises for the purpose of drilling a well or for other similar
temporary uses) and including any and all oil wells, gas wells, injection wells
or other wells, buildings, structures, fuel separators, liquid extraction
plants, plant compressors, pumps, pumping units, field gathering systems, tanks
and tank batteries, fixtures, valves, fittings, machinery and parts, engines,
boilers, meters, apparatus, equipment, appliances, tools, implements, cables,
wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements
and servitudes together with all additions, substitutions, replacements,
accessions and attachments to any and all of the foregoing.

      "Optional Indebtedness Payment" has the meaning set forth in Section 7.12.

      "Organization Documents" means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws; (b) with respect to any
limited liability company, the articles of formation and operating agreement;
and (c) with respect to any partnership, joint venture, trust or other form of
business entity, the partnership, joint venture or other applicable agreement of
formation and any agreement, instrument, filing or notice with respect thereto
filed in connection with its formation with the secretary of state or other
department in the state of its formation, in each case as amended from time to
time.

      "Outstanding Amount" means (i) with respect to Loans on any date, the
aggregate outstanding principal amount thereof after giving effect to any
Borrowings and prepayments or repayments of Loans occurring on such date; and
(ii) with respect to any L/C Obligations on any date, the amount of such L/C
Obligations on such date after giving effect to any L/C Credit Extension
occurring on such date and any other changes in the aggregate amount of the L/C
Obligations as of such date, including as a result of any reimbursements of
outstanding unpaid drawings under any Letters of Credit or any reductions in the
maximum amount available for drawing under Letters of Credit taking effect on
such date.


                                       16
<PAGE>

      "Participant" has the meaning set forth in Section 10.7.3.

      "PBGC" means the Pension Benefit Guaranty Corporation.

      "Pension Plan" means any "employee pension benefit plan" (as such term is
defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer plan
(as described in Section 4064(a) of ERISA) has made contributions at any time
during the immediately preceding five plan years.

      "Percentage Share" means, with respect to each Lender, the percentage
(carried out to the ninth decimal place) set forth opposite the name of such
Lender on Schedule 2.1 or on the relevant Lender Assignment, as the case may be,
as such percentage share may be adjusted as provided herein.

      "Person" means any individual, trustee, corporation, general partnership,
limited partnership, limited liability company, joint stock company, trust,
unincorporated organization, bank, business association, firm, joint venture or
Governmental Authority.

      "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Borrower or any ERISA Affiliate.

      "Pledge Agreement" means an Amended and Restated Pledge Agreement and
Irrevocable Proxy dated as of the date hereof in favor of the Administrative
Agent for the benefit of the Lenders in the form of Exhibit H and each other
pledge agreement in substantially the same form in favor of the Administrative
Agent for the benefit of the Lenders delivered in accordance with Section 6.16
of this Agreement.

      "Pledged Note" mean each Pledged Note described in a Pledge Agreement
pledged to the Administrative Agent for the benefit of the Lenders and the
Issuing Bank.

      "Prior Administrative Agent" is defined in the first preliminary statement
hereto.

      "Prior Lenders" is defined in the first preliminary statement hereto.

      "Register" has the meaning set forth in Section 10.7.2(b).

      "Reportable Event" means any of the events set forth in Section 4043(c) of
ERISA, other than events for which the 30 day notice period has been waived.

      "Reserve Percentage" means, on any day with respect to each particular
Borrowing comprised of LIBO Rate Loans, the maximum reserve requirement as
determined by the Administrative Agent (including without limitation any basic,
supplemental, marginal, emergency or similar reserves and taking into account
any transitional adjustments or other scheduled changes in reserve
requirements), expressed as a percentage, which would then apply under
Regulation D with respect to "Eurocurrency liabilities" (as such term is defined
in Regulation D) equal in amount to each Lender's LIBO Rate Loan in such
Borrowing, were such Lender to have any such "Eurocurrency liabilities". If such
reserve requirement shall change after the date hereof, the


                                       17
<PAGE>

Reserve Percentage shall be automatically increased or decreased, as the case
may be, from time to time as of the effective time of each such change in such
reserve requirement.

      "Responsible Officer" means the president, chief financial officer,
treasurer or assistant treasurer of a Loan Party. Any document delivered
hereunder that is signed by a Responsible Officer of a Loan Party shall be
conclusively presumed to have been authorized by all necessary corporate,
partnership and/or other action on the part of such Loan Party and such
Responsible Officer shall be conclusively presumed to have acted on behalf of
such Loan Party.

      "Restricted Payment" means any dividend or other distribution (whether in
cash, securities or other property) with respect to any capital stock of the
Borrower, any Guarantor or any Subsidiary, or any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit on
account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any such capital stock or of any option, warrant or other right
to acquire any such capital stock.

      "Security Agreement" means (a) each Amended and Restated Security
Agreement dated as of the date hereof in favor of the Administrative Agent for
the benefit of the Lenders substantially in the form of Exhibit I, and (b) each
other security agreement (which shall also be substantially in the form of
Exhibit I) in favor of the Administrative Agent on behalf of the Lender
delivered in accordance with this Agreement.

      "Security Documents" means the instruments listed in the Security Schedule
and any other security agreements, deeds of trust, mortgages, chattel mortgages,
pledges, guaranties, financing statements, continuation statements, extension
agreements and other agreements or instruments now, heretofore, or hereafter
delivered by any Person to the Administrative Agent in connection with this
Agreement or any transaction contemplated hereby to secure or guarantee the
payment of all or any part of the Obligations.

      "Security Schedule" means Schedule 4.1 hereto.

      "Shareholders' Equity" means, as of any date of determination for the
Borrower and its Subsidiaries on a consolidated basis, shareholders' equity as
of that date determined in accordance with GAAP.

      "Subordinate Mortgage Amendment" means each Amendment of Subordinate
Mortgage, Deed of Trust, Assignment, Security Agreement, Financing Statement and
Fixture Filing, in each case, among the Administrative Agent, Prior
Administrative Agent, Borrower and one or more other Loan Parties, delivered
pursuant to Section 4.1 by the Borrower and such Loan Party, as amended,
supplemented, restated or otherwise modified from time to time in accordance
with the terms of this Agreement and the other Loan Documents.

      "Subordinate Mortgages" means each Subordinate Mortgage, Deed of Trust,
Assignment, Security Agreement, Financing Statement and Fixture Filing delivered
by a Guarantor in favor of the Borrower to secure any Indebtedness of such
Guarantor owing to the Borrower outstanding from time to time including, without
limitation, (i) each Subordinate Mortgage, Deed of Trust, Assignment, Security
Agreement, Financing Statement and Fixture Filing dated as December 17, 2001,
described in the Security Schedule as (or as intended to be) assigned and
amended pursuant to the Assignment of Secured Indebtedness and the Subordinate
Mortgage Assignment and Amendment, and (ii) each Subordinate Mortgage, Deed of
Trust, Assignment,


                                       18
<PAGE>

Security Agreement, Financing Statement and Fixture Filing dated as February 25,
2004 described in the Security Schedule.

      "Subordination Agreement" means the Amended and Restated Intercompany
Subordination Agreement dated the date hereof and substantially in the form of
Exhibit G, as the same may be amended, modified, supplemented or restated from
time to time.

      "Subsidiary" of a Person means a corporation, partnership, joint venture,
limited liability company or other business entity of which a majority of the
shares of securities or other interests having ordinary voting power for the
election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a
"Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of
the Borrower.

      "Synthetic Lease Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

      "Type" means with respect to a Loan, its character as a Base Rate Loan or
a LIBO Rate Loan.

      "Unfunded Pension Liability" means the excess of a Pension Plan's benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that
Pension Plan's assets, determined in accordance with the assumptions used for
funding the Pension Plan pursuant to Section 412 of the Code for the applicable
plan year.

      "Unreimbursed Amount" has the meaning set forth in Section 2.3.3(i).

      "Voting Percentage" means, as to any Lender, (a) at any time when the
Commitments are in effect, such Lender's Percentage Share and (b) at any time
after the termination of the Commitments, the percentage (carried out to the
ninth decimal place) which (i) the sum of (A) the Outstanding Amount of such
Lender's Loans, plus (B) such Lender's Percentage Share of the Outstanding
Amount of L/C Obligations, then constitutes of (ii) the sum of Outstanding
Amount of all Loans and L/C Obligations.

      SECTION 1.2 OTHER INTERPRETIVE PROVISIONS.

      (a) The meanings of defined terms are equally applicable to the singular
and plural forms of the defined terms.

      (b) (i) The words "herein" and "hereunder" and words of similar import
when used in any Loan Document shall refer to such Loan Document as a whole and
not to any particular provision thereof.


                                       19
<PAGE>

            (ii) Unless otherwise specified herein, Article, Section, Exhibit
      and Schedule references are to this Agreement.

            (iii) The term "including" is by way of example and not limitation.

            (iv) The term "documents" includes any and all instruments,
      documents, agreements, certificates, notices, reports, financial
      statements and other writings, however evidenced.

      (c) In the computation of periods of time from a specified date to a later
specified date, the word "from" means "from and including;" the words "to" and
"until" each mean "to but excluding;" and the word "through" means "to and
including."

      (d) Section headings herein and the other Loan Documents are included for
convenience of reference only and shall not affect the interpretation of this
Agreement or any other Loan Document.

      (e) Pronouns in masculine, feminine and neuter genders shall be construed
to include any other gender, and words in the singular form shall be construed
to include the plural and vice versa, unless the context otherwise requires.

      SECTION 1.3 ACCOUNTING TERMS. All accounting terms not specifically or
completely defined herein shall be construed in conformity with, and all
financial data required to be submitted pursuant to this Agreement shall be
prepared in conformity with, GAAP applied on a consistent basis, as in effect
from time to time, applied in a manner consistent with that used in preparing
the Initial Audited Financial Statements, except as otherwise specifically
prescribed herein.

      SECTION 1.4 ROUNDING. Any financial ratios required to be maintained by
the Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if
there is no nearest number).

      SECTION 1.5 REFERENCES TO AGREEMENTS AND LAWS. Unless otherwise expressly
provided herein, (a) references to agreements (including the Loan Documents) and
other contractual instruments shall be deemed to include all subsequent
amendments, restatements, extensions, supplements and other modifications
thereto, but only to the extent that such amendments, restatements, extensions,
supplements and other modifications are not prohibited by any Loan Document; and
(b) references to any Law shall include all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting such Law.

                                   ARTICLE II.
                      THE COMMITMENTS AND CREDIT EXTENSIONS

      SECTION 2.1 LOANS. Subject to the terms and conditions set forth herein,
each Lender severally agrees to make loans (each such loan, a "Loan") to the
Borrower from time to time on any Business Day during the period from the
Closing Date to the Maturity Date, in an aggregate amount not to exceed at any
time outstanding the lesser of (x) such Lender's Percentage Share of the


                                       20
<PAGE>

aggregate amount of the Loans requested by the Borrower on such day and (y) the
amount of such Lender's Commitment; provided, however, that after giving effect
to any borrowing, (i) the aggregate Outstanding Amount of all Loans and L/C
Obligations shall not exceed the lesser of (A) the Aggregate Commitments on such
date and (B) the Borrowing Base then in effect minus the aggregate principal
amount of all 1999 Senior Notes then outstanding, and (ii) the aggregate
Outstanding Amount of the Loans of any Lender, plus such Lender's Percentage
Share of the Outstanding Amount of all L/C Obligations shall not exceed such
Lender's Commitment or such Lender's Percentage Share of (x) the Borrowing Base
minus (y) the aggregate principal amount of all 1999 Senior Notes then
outstanding. Within the limits of each Lender's Commitment, and subject to the
other terms and conditions hereof, the Borrower may borrow under this Section
2.1, prepay under Section 2.4 and reborrow under this Section 2.1.

      SECTION 2.2 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF LOANS.

      (a) Each Borrowing, each conversion of Loans from one Type to the other,
and each continuation of Loans as the same Type shall be made upon the
Borrower's irrevocable prior written notice to the Administrative Agent in the
form of a Notice of Advance. Each such notice must be received by the
Administrative Agent not later than 12:00 p.m., central time, (i) three Business
Days prior to the requested date of any Borrowing of, conversion to or
continuation of LIBO Rate Loans or of any conversion of LIBO Rate Loans to Base
Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans.
Each Notice of Advance shall be appropriately completed and signed by a
Responsible Officer of the Borrower. Each Borrowing of, conversion to or
continuation of LIBO Rate Loans shall be in a principal amount of $1,000,000 or
a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or
conversion to Base Rate Loans shall be in a principal amount of $500,000 or a
whole multiple of $100,000 in excess thereof. Each Notice of Advance shall
specify (i) whether the Borrower is requesting a Borrowing, a conversion of
Loans from one Type to the other, or a continuation of Loans as the same Type,
(ii) the requested date of the Borrowing, conversion or continuation, as the
case may be (which shall be a Business Day), (iii) the principal amount of Loans
to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or
to which existing Loans are to be converted, and (v) if applicable, the duration
of the Interest Period with respect thereto. If the Borrower fails to specify a
Type of Loan in a Notice of Advance or if the Borrower fails to give a timely
notice requesting a conversion or continuation, then the applicable Loans shall
be made or continued as, or converted to, Base Rate Loans. Any such automatic
conversion to Base Rate Loans shall be effective as of the last day of the
Interest Period then in effect with respect to the applicable LIBO Rate Loans.
If the Borrower requests a Borrowing of, conversion to, or continuation of LIBO
Rate Loans in any such Notice of Advance, but fails to specify an Interest
Period, it will be deemed to have specified an Interest Period of one month.

      (b) Following receipt of a Notice of Advance, the Administrative Agent
shall promptly notify each Lender of its Percentage Share of the applicable
Loans, and if no timely notice of a conversion or continuation is provided by
the Borrower, the Administrative Agent shall notify each Lender of the details
of any automatic conversion to Base Rate Loans described in the preceding
subsection. Each Lender shall make the amount of its Loan available to the
Administrative Agent in immediately available funds at the Administrative
Agent's Office not later than 2:00 p.m. central time, on the Business Day
specified in the applicable Notice of Advance. Upon satisfaction of the
applicable conditions set forth in Section 4.2 (and, if such Borrowing is the
initial Credit Extension, Section 4.1), the Administrative Agent shall make all
funds so received available to the Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the Borrower


                                       21
<PAGE>

on the books of BMO with the amount of such funds or (ii) wire transfer of such
funds, in each case in accordance with instructions provided to the
Administrative Agent by the Borrower; provided, however, that if, on the date of
the Borrowing there are L/C Borrowings outstanding, then the proceeds of such
Borrowing shall be applied, first, to the payment in full of any such L/C
Borrowings, and second, to the Borrower as provided above. Unless the
Administrative Agent shall have received prompt notice from a Lender that such
Lender will not make available to the Administrative Agent such Lender's Loans,
the Administrative Agent may in its discretion assume that such Lender has made
such Loans available to the Administrative Agent in accordance with this section
and the Administrative Agent may if it chooses, in reliance upon such
assumption, make such Loan available to the Borrower. If and to the extent such
Lender shall not so make its Loan available to the Administrative Agent, such
Lender and the Borrower severally agree to pay or repay to the Administrative
Agent within two Business Days after demand the amount of such Loan together
with interest thereon, for each day from the date such amount is made available
to the Borrower until the date such amount is paid or repaid to the
Administrative Agent, to be calculated as to such Lender at the Federal Funds
Rate, and to be calculated as to the Borrower at the interest rate applicable at
the time to the other Loans made on such date. If any Lender fails to make such
payment to the Administrative Agent within such two Business Day period, such
Lender shall in addition to such amount pay interest thereon, for each day from
the date such Loan is made available to the Borrower until the date such amount
is paid or repaid to the Administrative Agent, at the interest rate applicable
at the time to the other Loans made on such date. The failure of any Lender to
make any Loan to be made by it hereunder shall not relieve any other Lender of
its obligation hereunder, if any, to make its Loan, but no Lender shall be
responsible for the failure of any other Lender to make any Loan to be made by
such other Lender.

      (c) Except as otherwise provided herein, a LIBO Rate Loan may be continued
or converted only on the last day of the Interest Period for such LIBO Rate
Loan. During the existence of a Default, Event of Default or Borrowing Base
Deficiency, no Loans may be requested as, converted to or continued as LIBO Rate
Loans.

      (d) The Administrative Agent shall promptly notify the Borrower and the
Lenders of the interest rate applicable to any LIBO Rate Loan upon determination
of such interest rate. The determination of the LIBO Rate by the Administrative
Agent shall be conclusive in the absence of manifest error. The Administrative
Agent shall notify the Borrower and the Lenders of any change in BMO's prime
rate used in determining the Base Rate promptly following the public
announcement of such change.

      (e) After giving effect to all Borrowings, all conversions of Loans from
one Type to the other, and all continuations of Loans as the same Type, there
shall not be more than ten (10) LIBO Interest Periods in effect with respect to
Loans.

      SECTION 2.3 LETTERS OF CREDIT.

      2.3.1 The Letter of Credit Commitment.

            (i) Subject to the terms and conditions set forth herein, (A) the
      Issuing Bank agrees, in reliance upon the agreements of the other Lenders
      set forth in this Section 2.3, (1) from time to time on any Business Day
      during the period from the Closing Date until the Letter of Credit
      Availability Expiration Date, to issue Letters of Credit for the account
      of the Borrower or certain Subsidiaries, and to amend or renew Letters of
      Credit previously issued by it, in accordance with subsection 2.3.2 below,
      and (2) to honor drafts under the Letters of Credit; and (B) the Lenders
      severally agree to participate in Letters of Credit issued for the account
      of the


                                       22
<PAGE>

      Borrower; provided that the Issuing Bank shall not be obligated to make
      any L/C Credit Extension with respect to any Letter of Credit, and no
      Lender shall be obligated to participate in, any Letter of Credit if as of
      the date of such L/C Credit Extension, (x) the Outstanding Amount of all
      L/C Obligations and all Loans would exceed the lesser of (A) the Aggregate
      Commitments on such date and (B) the Borrowing Base then in effect minus
      the aggregate principal amount of all 1999 Senior Notes then outstanding,
      and, (y) the aggregate Outstanding Amount of the Loans of any Lender, plus
      such Lender's Percentage Share of the Outstanding Amount of all L/C
      Obligations would exceed such Lender's Commitment or such Lender's
      Percentage Share of (x) the Borrowing Base minus (y) the aggregate
      principal amount of all 1999 Senior Notes then outstanding, or (z) the
      Outstanding Amount of the L/C Obligations would exceed the Letter of
      Credit Sublimit. Within the foregoing limits, and subject to the terms and
      conditions hereof, the Borrower's ability to obtain Letters of Credit
      shall be fully revolving, and accordingly the Borrower may, during the
      foregoing period, obtain Letters of Credit to replace Letters of Credit
      that have expired or that have been drawn upon and reimbursed.

            (ii) The Issuing Bank shall be under no obligation to issue any
      Letter of Credit if:

                        (A) the expiry date of such requested Letter of Credit
                  would occur more than twelve months after the date of issuance
                  or last renewal, unless the Majority Lenders acting in their
                  sole discretion have approved in writing such expiry date;

                        (B) the expiry date of such requested Letter of Credit
                  would occur after the Letter of Credit Availability Expiration
                  Date, unless all the Lenders acting in their sole discretion
                  have approved in writing such expiry date;

                        (C) the issuance of such Letter of Credit would violate
                  one or more policies of the Issuing Bank;

                        (D) such Letter of Credit is in a face amount less than
                  $100,000, or denominated in a currency other than Dollars,
                  unless all the Lenders acting in their sole discretion have
                  approved in writing the issuance of Letters of Credit
                  denominated in a currency other than Dollars; or

                        (E) such Letter of Credit is to be used directly or
                  indirectly to assure payment of or otherwise support any
                  Person's Indebtedness for borrowed money;

                        (F) the issuance of such Letter of Credit is not in
                  compliance with all applicable governmental restrictions,
                  policies, and guidelines (whether or not having the force of
                  law) or it subjects the Issuing Bank to any cost not
                  anticipated by the Issuing Bank on the date hereof;


                                       23
<PAGE>

                        (G) the form and terms of such Letter of Credit are not
                  acceptable to the Administrative Agent and Issuing Bank in
                  their sole and absolute discretion; and

                        (H) any other condition in this Agreement to the
                  issuance of such Letter of Credit has not been satisfied.

            (iii) The Issuing Bank shall be under no obligation to amend any
      Letter of Credit if (A) the Issuing Bank would have no obligation at such
      time to issue such Letter of Credit in its amended form under the terms
      hereof, or (B) the beneficiary of such Letter of Credit does not accept
      the proposed amendment to such Letter of Credit.

      2.3.2 Procedures for Issuance and Amendment of Letters of Credit.

            (i) Each Letter of Credit shall be issued or amended, as the case
      may be, upon the request of the Borrower delivered to the Issuing Bank
      (with a copy to the Administrative Agent) in the form of a Letter of
      Credit Application, appropriately completed and signed by a Responsible
      Officer of the Borrower. Such Letter of Credit Application must be
      received by the Issuing Bank and the Administrative Agent not later than
      12:00 p.m., central time at least two Business Days (or such later date
      and time as the Issuing Bank may agree in a particular instance in its
      sole discretion) prior to the proposed issuance date or date of amendment,
      as the case may be. In the case of a request for an initial issuance of a
      Letter of Credit, such Letter of Credit Application shall specify in form
      and detail satisfactory to the Issuing Bank: (A) the proposed issuance
      date of the requested Letter of Credit (which shall be a Business Day);
      (B) the amount thereof; (C) the expiry date thereof; (D) the name and
      address of the beneficiary thereof; (E) the documents to be presented by
      such beneficiary in case of any drawing thereunder; (F) the full text of
      any certificate to be presented by such beneficiary in case of any drawing
      thereunder; and (G) such other matters as the Issuing Bank may require. In
      the case of a request for an amendment of any outstanding Letter of
      Credit, such Letter of Credit Application shall specify in form and detail
      satisfactory to the Issuing Bank (A) the Letter of Credit to be amended;
      (B) the proposed date of amendment thereof (which shall be a Business
      Day); (C) the nature of the proposed amendment; and (D) such other matters
      as the Issuing Bank may require.

            (ii) Promptly after receipt of any Letter of Credit Application, the
      Issuing Bank will confirm with the Administrative Agent (by telephone or
      in writing) that the Administrative Agent has received a copy of such
      Letter of Credit Application from the Borrower and, if not, the Issuing
      Bank will provide the Administrative Agent with a copy thereof. Upon
      receipt by the Issuing Bank of confirmation from the Administrative Agent
      that the requested issuance or amendment is permitted in accordance with
      the terms hereof, then, subject to the terms and conditions hereof, the
      Issuing Bank shall, on the requested date, issue a Letter of Credit for
      the account of the Borrower or enter into the applicable amendment, as the
      case may be, in each case in accordance with the Issuing Bank's usual and
      customary business practices. Immediately upon the issuance of each Letter
      of Credit, each Lender shall be deemed to, and hereby irrevocably and
      unconditionally agrees to and hereby does, purchase from the Issuing Bank
      a participation in such Letter of Credit in an amount equal to the product
      of such Lender's Percentage Share times the amount of such Letter of
      Credit.


                                       24
<PAGE>

      2.3.3 Drawings and Reimbursements; Funding of Participations.

            (i) Upon any drawing under any Letter of Credit, the Issuing Bank
      shall notify the Borrower and the Administrative Agent thereof. Not later
      than 12:00 p.m., central time, on the date of any payment by the Issuing
      Bank under a Letter of Credit (each such date, an "Honor Date"), the
      Borrower shall reimburse the Issuing Bank through the Administrative Agent
      in an amount equal to the amount of such drawing. If the Borrower fails to
      so reimburse the Issuing Bank by such time, the Administrative Agent shall
      promptly notify each Lender of the Honor Date, the amount of the
      unreimbursed drawing (the "Unreimbursed Amount"), and such Lender's
      Percentage Share thereof. In such event, the Borrower shall be deemed to
      have requested a Borrowing of Base Rate Loans to be disbursed on the Honor
      Date in an amount equal to the Unreimbursed Amount, without regard to the
      minimum and multiples specified in Section 2.2 for the principal amount of
      Base Rate Loans, but subject to the amount of the unutilized portion of
      the lesser of (x) the Aggregate Commitments and (y) the Borrowing Base
      then in effect and the conditions set forth in Section 4.2 (other than the
      delivery of a Notice of Advance). Any notice given by the Issuing Bank or
      the Administrative Agent pursuant to this Section 2.3.3(i) may be given by
      telephone if immediately confirmed in writing; provided that the lack of
      such an immediate confirmation shall not affect the conclusiveness or
      binding effect of such notice.

            (ii) Each Lender (including the Lender acting as Issuing Bank) shall
      upon any notice from the Administrative Agent pursuant to Section 2.3.3(i)
      make funds available to the Administrative Agent for the account of the
      Issuing Bank at the Administrative Agent's Office in an amount equal to
      such Lender's Percentage Share of the Unreimbursed Amount not later than
      1:00 p.m., central time, on the Business Day specified in such notice by
      the Administrative Agent, whereupon, subject to the provisions of Section
      2.3.3(iii), each Lender that so makes funds available shall be deemed to
      have made a Base Rate Loan to the Borrower in such amount. The
      Administrative Agent shall remit the funds so received to the Issuing
      Bank.

            (iii) With respect to any Unreimbursed Amount that is not fully
      refinanced by a Borrowing of Base Rate Loans because the conditions set
      forth in Section 4.2 cannot be satisfied or for any other reason, the
      Borrower shall be deemed to have incurred from the Issuing Bank an L/C
      Borrowing in the amount of the Unreimbursed Amount that is not so
      refinanced, which L/C Borrowing shall be due and payable on demand
      (together with interest) and shall bear interest at the Default Rate. In
      such event, each Lender's payment to the Administrative Agent for the
      account of the Issuing Bank pursuant to Section 2.3.3(ii) shall be deemed
      payment in respect of its participation in such L/C Borrowing and shall
      constitute an L/C Advance from such Lender in satisfaction of its
      participation obligation under this Section 2.3.3.

            (iv) Until each Lender funds its Loan or L/C Advance pursuant to
      this Section 2.3.3 to reimburse the Issuing Bank for any amount drawn
      under any Letter of Credit, interest in respect of such Lender's
      Percentage Share of such amount shall be solely for the account of the
      Issuing Bank.

            (v) Each Lender's obligation to make Loans or L/C Advances to
      reimburse the Issuing Bank for amounts drawn under Letters of Credit, as
      contemplated by this Section


                                       25
<PAGE>

      2.3.3, shall be absolute and unconditional and shall not be affected by
      any circumstance, including (A) any set-off, counterclaim, recoupment,
      defense or other right which such Lender may have against the Issuing
      Bank, the Borrower or any other Person for any reason whatsoever; (B) the
      occurrence or continuance of a Default or Event of Default, or (C) any
      other occurrence, event or condition, whether or not similar to any of the
      foregoing. Any such reimbursement shall not relieve or otherwise impair
      the obligation of the Borrower to reimburse the Issuing Bank for the
      amount of any payment made by the Issuing Bank under any Letter of Credit,
      together with interest as provided herein.

            (vi) If any Lender fails to make available to the Administrative
      Agent for the account of the Issuing Bank any amount required to be paid
      by such Lender pursuant to the foregoing provisions of this Section 2.3.3
      by the time specified in Section 2.3.3(ii), the Issuing Bank shall be
      entitled to recover from such Lender (acting through the Administrative
      Agent), on demand, such amount with interest thereon for the period from
      the date such payment is required to the date on which such payment is
      immediately available to the Issuing Bank at a rate per annum equal to (1)
      for the first two Business Days immediately following the date such
      payment is required, the Federal Funds Rate from time to time in effect,
      and (2) for each day thereafter, the Base Rate from time to time in
      effect. A certificate of the Issuing Bank submitted to any Lender (through
      the Administrative Agent) with respect to any amounts owing under this
      clause (vi) shall be conclusive absent manifest error.

      2.3.4 Repayment of Participations.

            (i) At any time after the Issuing Bank has made a payment under any
      Letter of Credit and has received from any Lender such Lender's L/C
      Advance in respect of such payment in accordance with Section 2.3.3, if
      the Administrative Agent receives for the account of the Issuing Bank any
      payment related to such Letter of Credit (whether directly from the
      Borrower or otherwise, including proceeds of Cash Collateral applied
      thereto by the Administrative Agent), or any payment of interest thereon,
      the Administrative Agent will distribute to such Lender its Percentage
      Share thereof in the same funds as those received by the Administrative
      Agent.

            (ii) If any payment received by the Administrative Agent for the
      account of the Issuing Bank pursuant to Section 2.3.3 is required to be
      returned, each Lender shall pay to the Administrative Agent for the
      account of the Issuing Bank its Percentage Share thereof on demand of the
      Administrative Agent, plus interest thereon from the date of such demand
      to the date such amount is returned by such Lender, at a rate per annum
      equal to (1) with respect to the first two Business Days immediately
      following such demand, the Federal Funds Rate from time to time in effect,
      and (2) with respect to each day thereafter, the Base Rate from time to
      time in effect.

      2.3.5 Obligations Absolute. The obligation of the Borrower to reimburse
the Issuing Bank for each drawing under each Letter of Credit, and to repay each
L/C Borrowing and each drawing under a Letter of Credit that is refinanced by a
Borrowing of Loans, shall be absolute, unconditional and irrevocable, and shall
be paid strictly in accordance with the terms of this Agreement under all
circumstances, including the following:


                                       26
<PAGE>

            (i) any lack of validity or enforceability of such Letter of Credit,
      this Agreement, or any other agreement or instrument relating thereto;

            (ii) the existence of any claim, counterclaim, set-off, defense or
      other right that the Borrower may have at any time against any beneficiary
      or any transferee of such Letter of Credit (or any Person for whom any
      such beneficiary or any such transferee may be acting), the Issuing Bank
      or any other Person, whether in connection with this Agreement, the
      transactions contemplated hereby or by such Letter of Credit or any
      agreement or instrument relating thereto, or any unrelated transaction;

            (iii) any draft, demand, certificate or other document presented
      under such Letter of Credit proving to be forged, fraudulent, invalid or
      insufficient in any respect or any statement therein being untrue or
      inaccurate in any respect; or any loss or delay in the transmission or
      otherwise of any document required in order to make a drawing under such
      Letter of Credit;

            (iv) any payment by the Issuing Bank under such Letter of Credit
      against presentation of a draft or certificate that does not strictly
      comply with the terms of such Letter of Credit; or any payment made by the
      Issuing Bank under such Letter of Credit to any Person purporting to be a
      trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
      creditors, liquidator, receiver or other representative of or successor to
      any beneficiary or any transferee of such Letter of Credit, including any
      arising in connection with any proceeding under any Debtor Relief Law; or

            (v) any other circumstance or happening whatsoever, whether or not
      similar to any of the foregoing, including any other circumstance that
      might otherwise constitute a defense available to, or a discharge of, the
      Borrower.

            The Borrower shall promptly examine a copy of each Letter of Credit
      and each amendment thereto that is delivered to it and, in the event of
      any claim of noncompliance with the Borrower's instructions or other
      irregularity, the Borrower will promptly notify the Issuing Bank. The
      Borrower shall be conclusively deemed to have waived any such claim
      against the Issuing Bank and its correspondents unless such notice is
      given as aforesaid.

      2.3.6 Role of Issuing Bank; Indemnity. Each Lender and the Borrower agree
that, in paying any drawing under a Letter of Credit, the Issuing Bank shall not
have any responsibility to obtain any document (other than any sight draft,
certificates and documents expressly required by the Letter of Credit) or to
ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document. No
Agent-Related Person nor any of the respective correspondents, participants or
assignees of the Issuing Bank shall be liable to any Lender for (i) any action
taken or omitted in connection herewith at the request or with the approval of
the Lenders or the Majority Lenders, as applicable; (ii) any action taken or
omitted in the absence of gross negligence or willful misconduct; or (iii) the
due execution, effectiveness, validity or enforceability of any document or
instrument related to any Letter of Credit or Letter of Credit Application. The
Borrower hereby assumes all risks of the acts or omissions of any beneficiary or
transferee with respect to its use of any Letter of Credit. No Agent-Related
Person, nor any of the respective correspondents, participants or assignees of
the Issuing Bank, shall be liable or responsible for any of the matters
described in clauses (i) through (v) of Section 2.3.5. The Borrower agrees to


                                       27
<PAGE>

hold Issuing Bank and each Lender harmless and indemnified against any liability
or claim in connection with or arising out of the subject matter of this
section, WHICH INDEMNITY SHALL APPLY WHETHER OR NOT ANY SUCH LIABILITY OR CLAIM
IS IN ANY WAY OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT
OR OMISSION OF ANY KIND BY ISSUING BANK OR ANY LENDER, provided only that the
Issuing Bank or such Lender shall not be entitled to indemnification for that
portion, if any, of any liability or claim which is proximately caused by its
own individual gross negligence or willful misconduct as determined in a final
judgment. In furtherance and not in limitation of the foregoing, the Issuing
Bank may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and the Issuing Bank shall not be responsible for
the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason. If any Letter of Credit provides that it
is transferable, the Issuing Bank shall have no duty to determine the proper
identity of anyone appearing as transferee of such Letter of Credit, nor shall
the Issuing Bank be charged with responsibility of any nature or character for
the validity or correctness of any transfer or successive transfers, and payment
by the Issuing Bank to any purported transferee or transferees as determined by
the Issuing Bank is hereby authorized and approved, and the Borrower further
agrees to hold the Issuing Bank and each Lender harmless and indemnified against
any liability or claim in connection with or arising out of the foregoing, WHICH
INDEMNITY SHALL APPLY WHETHER OR NOT ANY SUCH LIABILITY OR CLAIM IS IN ANY WAY
OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION
OF ANY KIND BY THE ISSUING BANK OR ANY LENDER, provided only that the Issuing
Bank or such Lender shall not be entitled to indemnification for that portion,
if any, of any liability or claim which is caused by its own individual gross
negligence or willful misconduct. All of Borrower's Obligations under this
Section 2.3.6 shall survive termination of the Commitments or of this Agreement
and repayment in full of the Obligations.

      2.3.7 Applicability of ISP98 and UCP. Unless otherwise expressly agreed by
the Issuing Bank and the Borrower when a Letter of Credit is issued, (i) the
rules of the "International Standby Practices 1998" published by the Institute
of International Banking Law & Practice (or such later version thereof as may be
in effect at the time of issuance) shall apply to each standby Letter of Credit,
and (ii) the rules of the Uniform Customs and Practice for Documentary Credits,
as most recently published by the International Chamber of Commerce (the "ICC")
at the time of issuance (including the ICC decision published by the Commission
on Banking Technique and Practice on April 6, 1998 regarding the European single
currency (euro)) shall apply to each commercial Letter of Credit.

      2.3.8 Letter of Credit Fees. The Borrower shall pay to the Administrative
Agent for the account of each Lender in accordance with its Percentage Share a
Letter of Credit fee for each Letter of Credit equal to the LIBOR Spread then in
effect with respect to Loans after giving effect to the L/C Obligations incurred
with respect to such Letter of Credit times the actual daily maximum amount
available to be drawn under such Letter of Credit. Such fee for each Letter of
Credit shall be due and payable on the last Business Day of each March, June,
September and December, commencing with the first such date to occur after the
issuance of such Letter of Credit, and on the Letter of Credit Availability
Expiration Date. If there is any change in the LIBOR Spread during any quarter,
the actual daily amount of each Letter of Credit shall be computed and
multiplied by the


                                       28
<PAGE>

LIBOR Spread with respect to Letters of Credit separately for each period during
such quarter that such LIBOR Spread was in effect.

      2.3.9 Letter of Credit Fronting Fee and Documentary and Processing Charges
Payable to Issuing Bank. The Borrower shall pay directly to the Issuing Bank for
its own account a fronting fee in an amount equal to 0.1875% per annum on the
daily maximum amount available to be drawn thereunder, due and payable quarterly
in arrears on the last Business Day of each March, June, September and December,
commencing with the first such date to occur after the issuance of such Letter
of Credit, and on the Letter of Credit Availability Expiration Date; provided
that all such fees shall be payable on the date on which the Commitments
terminate and any such fees accruing after the date on which the Commitments
terminate shall be payable on demand. In addition, the Borrower shall pay
directly to the Issuing Bank for its own account the customary issuance,
presentation, amendment and other processing fees, and other standard costs and
charges, of the Issuing Bank relating to letters of credit as from time to time
in effect. Such fees and charges are due and payable on demand and are
nonrefundable. All participation fees and fronting fees shall be computed on the
basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).

      2.3.10 Conflict with Letter of Credit Application. In the event of any
conflict between the terms hereof and the terms of any Letter of Credit
Application, the terms hereof shall control.

      2.3.11 L/C Collateral.

      (a) L/C Obligations in Excess of Borrowing Base or upon Termination of
Commitments. (i) If, after the making of all mandatory prepayments required
under Section 2.4.2, the aggregate amount of all Loans outstanding plus all L/C
Obligations outstanding excluding L/C Obligations secured by cash collateral
pursuant to this Section 2.3.11 will exceed the Borrowing Base, then the
Borrower will immediately pay to the Issuing Bank an amount in cash equal to
such excess, or (ii) should any L/C Obligations remain outstanding on the
Maturity Date, then the Borrower will immediately pay the Issuing Bank an amount
in cash equal to the aggregate amount of such Issuing Bank's L/C Obligations.
The Issuing Bank will hold such amount as security for the remaining L/C
Obligations ("L/C Collateral") until such L/C Obligations become Matured L/C
Obligations, at which time such L/C Collateral may be applied to such Matured
L/C Obligations. Neither this subsection nor the following subsection shall,
however, limit or impair any rights which the Issuing Bank may have under any
other document or agreement relating to any Letter of Credit or L/C Obligation,
including any Letter of Credit Application, or any rights which the Issuing Bank
or Lenders may have to otherwise apply any payments by the Borrower and L/C
Collateral under Section 2.3.11.

      (b) Acceleration of L/C Obligations. If the Obligations or any part
thereof become immediately due and payable pursuant to Section 8.2 then, unless
the Majority Lenders otherwise specifically elect to the contrary (which
election may thereafter be retracted by the Majority Lenders at any time), all
L/C Obligations shall become immediately due and payable without regard to
whether or not actual drawings or payments on the Letters of Credit have
occurred, and the Borrower shall be obligated to pay to the Issuing Bank
immediately an amount equal to the aggregate L/C Obligations which are then
outstanding. All amounts so paid shall first be applied to Matured L/C
Obligations and then held by the Issuing Bank as L/C Collateral until such L/C
Obligations become


                                       29
<PAGE>

Matured L/C Obligations, at which time such L/C Collateral shall be applied to
such Matured L/C Obligations.

      (c) Investment of L/C Collateral. Pending application thereof, all L/C
Collateral shall be invested by the Issuing Bank in such blocked account as the
Issuing Bank may choose in its sole discretion reasonably exercised. All
interest on such investments shall be reinvested or applied to Matured L/C
Obligations. When all Obligations have been satisfied in full, including all L/C
Obligations, all Letters of Credit have expired or been terminated, and all of
the Borrower's reimbursement obligations in connection therewith have been
satisfied in full, the Issuing Bank shall release any remaining L/C Collateral.
The Borrower hereby assigns and grants to the Issuing Bank a continuing security
interest in all L/C Collateral paid by it to the Issuing Bank, all investments
purchased with such L/C Collateral, and all proceeds thereof to secure its
Matured L/C Obligations and its Obligations under this Agreement, the Notes, and
the other Loan Documents, and the Borrower agrees that such L/C Collateral and
investments shall be subject to all of the terms and conditions of the
Borrower's Security Agreement. The Borrower further agrees that the Issuing Bank
shall have all of the rights and remedies of a secured party under the Uniform
Commercial Code as adopted in the State of New York with respect to such
security interest and that an Event of Default under this Agreement shall
constitute a default for purposes of such security interest.

      2.3.12 Calculations. A written advice setting forth in reasonable detail
the amounts owing under this section, submitted by the Issuing Bank to the
Borrower or any Lender from time to time, shall be conclusive, absent manifest
error, as to the amounts thereof.

      SECTION 2.4 PREPAYMENTS.

      2.4.1 Voluntary Prepayments. The Borrower may, upon notice to the
Administrative Agent, at any time or from time to time voluntarily prepay Loans
in whole or in part without premium or penalty; provided that (i) such notice
must be received by the Administrative Agent not later than 12:00 p.m., central
time, (A) three Business Days prior to any date of prepayment of LIBO Rate
Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment
of LIBO Rate Loans shall be in a principal amount of $1,000,000 or a whole
multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate
Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000
in excess thereof. Each such notice shall specify the date and amount of such
prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will
promptly notify each Lender of its receipt of each such notice, and of such
Lender's Percentage Share of such prepayment. If such notice is given by the
Borrower, the Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein.
Any prepayment of a LIBO Rate Loan shall be accompanied by all accrued interest
thereon, together with any additional amounts required pursuant to Section 3.5.
Each such prepayment shall be applied to the Loans of the Lenders in accordance
with their respective Percentage Shares.

      2.4.2 Mandatory Prepayments. The Borrower shall make the following
prepayments of the Loans:

            (i) Outstandings Exceed Commitments. If for any reason the
      Outstanding Amount of all Loans and L/C Obligations at any time exceeds
      the Aggregate Commitments then in effect, the Borrower shall first
      immediately prepay Loans and second following


                                       30
<PAGE>

      repayment of the Loans, Cash Collateralize the L/C Obligations in an
      aggregate amount equal to such excess.

            (ii) Borrowing Base Deficiency.

                        (A) If at any time the aggregate unpaid principal
                  balance of the Loans plus the aggregate amount of L/C
                  Obligations exceeds the Borrowing Base (a "Borrowing Base
                  Deficiency"), the Borrower shall, within thirty (30) days
                  after the Administrative Agent sends written notice of such
                  fact to the Borrower, (1) prepay the principal of the Loans
                  (and, upon prepayment of all Loans, shall, to the extent
                  required, provide L/C Collateral as set forth in Section
                  2.3.11) in an aggregate amount at least equal to such
                  Borrowing Base Deficiency (in this section, a "Mandatory
                  Prepayment Amount"), or (2) give notice to the Administrative
                  Agent electing to prepay such Mandatory Prepayment Amount in
                  six (6) (or fewer) monthly installments. Each such installment
                  shall equal or exceed one-sixth of such Borrowing Base
                  Deficiency; the first such installment shall be paid within
                  thirty (30) days of the giving of such notice of the Borrowing
                  Base Deficiency by the Administrative Agent to the Borrower
                  and the five (or fewer) subsequent installments shall be due
                  and payable at one month intervals thereafter until such
                  Borrowing Base Deficiency has been eliminated.

                        (B) If (1) at any time during the existence or
                  continuation of a Borrowing Base Deficiency, the Borrower or
                  any Guarantor makes a Disposition of assets (other than those
                  described in clauses (a) through (d) of Section 7.5 hereof),
                  or (2) a Disposition of assets included in the Borrowing Base
                  results in a reduction of the Borrowing Base in accordance
                  with Section 7.5(e) such that a Borrowing Base Deficiency
                  occurs, then, in either case, the Borrower shall, or shall
                  cause such Guarantor to, use the Net Sale Proceeds from such
                  Disposition (whether or not such assets are included in the
                  Borrowing Base) to prepay the Loans and, upon prepayment of
                  all Loans, shall provide L/C Collateral as set forth in
                  Section 2.3.11, within one (1) Business Day of such
                  Disposition in an amount equal to 100% of the Borrowing Base
                  Deficiency then existing or occurring as a result of such
                  disposition. Application of such Net Sales Proceeds shall be
                  applied to the principal amount of the Loans until the Loans
                  are paid in full and then shall be held as L/C Collateral in
                  an amount equal to the aggregate amount of L/C Obligations
                  pursuant to Section 2.3.11.

      SECTION 2.5 REDUCTION OR TERMINATION OF COMMITMENTS AND MAXIMUM LOAN
AMOUNT. The Borrower may, upon notice to the Administrative Agent, terminate the
Aggregate Commitments and Maximum Loan Amount, or permanently reduce the
Aggregate Commitments and Maximum Loan Amount to an amount not less than the
then Outstanding Amount of all Loans and L/C Obligations; provided that (i) any
such notice shall be received by the Administrative Agent not later than 12:00
p.m., central time three (3) Business Days prior to the date of termination or
reduction, and (ii) any such partial reduction shall be in an aggregate amount
of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. The
Administrative Agent shall promptly notify the Lenders of any such notice of
reduction or termination of the Aggregate Commitments and


                                       31
<PAGE>

Maximum Loan Amount. Once reduced in accordance with this Section, the
Commitments may not be increased. Any reduction of the Aggregate Commitments
shall be applied to the Commitment of each Lender according to its Percentage
Share. All commitment fees accrued until the effective date of any termination
of the Aggregate Commitments shall be paid on the effective date of such
termination.

      SECTION 2.6 REPAYMENT OF LOANS. The Borrower shall repay to the Lenders on
the Maturity Date the aggregate principal amount of Loans outstanding on such
date.

      SECTION 2.7 INITIAL BORROWING BASE. On any date during the period from the
Closing Date to the first Evaluation Date, the Borrowing Base shall be an amount
equal to (i) $300,000,000.

      SECTION 2.8 SUBSEQUENT DETERMINATIONS OF BORROWING BASE.

      (a) By each Evaluation Date, the Borrower shall furnish to the
Administrative Agent and each Lender all information, reports and data which the
Administrative Agent has then reasonably requested concerning the Borrower's and
the Guarantors' businesses and properties (including Borrower's and the
Guarantors' Oil and Gas Properties and interests and the reserves and production
relating thereto), together with the Engineering Report described in Section
6.2(g), if an Engineering Report is then due. Within thirty (30) days after
receiving such information, reports and data, or as promptly thereafter as
practicable, the Administrative Agent shall recommend a redetermined Borrowing
Base to the Lenders. Such recommended Borrowing Base shall become effective upon
the receipt by the Administrative Agent of the approval of the Majority Lenders.
The failure of a Lender to respond or object to the recommended Borrowing Base
within fifteen (15) days after notice thereof is given to such Lender by the
Administrative Agent shall be deemed an acceptance and approval of such
recommended Borrowing Base by such Lender. If such recommended Borrowing Base is
not approved by Majority Lenders within fifteen (15) days after the
Administrative Agent submits the recommended Borrowing Base to the Lenders, then
each Lender shall submit in writing to the Administrative Agent, on or within
fifteen (15) days after the Administrative Agent notifies the Lenders that the
Lenders have not approved any such recommended Borrowing Base, such Lender's
determination of the redetermined Borrowing Base; in such case, the redetermined
Borrowing Base shall be the highest amount approved by the Majority Lenders.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, WITHOUT THE PRIOR WRITTEN
APPROVAL OF ALL OF THE LENDERS, SUCH APPROVAL TO BE IN EACH LENDER'S SOLE
DISCRETION, THE REDETERMINED BORROWING BASE SHALL NOT BE INCREASED ABOVE THE
AMOUNT OF THE BORROWING BASE IN EFFECT IMMEDIATELY PRIOR TO SUCH
REDETERMINATION. The Administrative Agent shall by notice to the Borrower and
the Lenders designate the amount of the Borrowing Base (determined by the
Majority Lenders or all of the Lenders, as applicable, in accordance with the
foregoing procedures) available to the Borrower hereunder, which designation
shall take effect immediately on the date such notice is sent (a "Determination
Date") and shall remain in effect until but not including the next date as of
which the Borrowing Base is redetermined. If the Borrower does not furnish all
such information, reports and data by the date specified in the first sentence
of this section, the Administrative Agent may nonetheless designate the
Borrowing Base at any amount which the Lenders determine, and may redesignate
the Borrowing Base from time to time thereafter at any amount which all Lenders
redetermine, until each Lender receives all such information, reports and data,
whereupon Lenders shall designate a new Borrowing Base as described above. The
Lenders shall determine the amount of the Borrowing Base based upon the loan
collateral value which they, in their sole discretion and in


                                       32
<PAGE>

accordance with their respective normal practices and standards for oil and gas
loans as such practices and standards exist at the particular time, assign to
the various Oil and Gas Properties of the Borrower or the Guarantors at the time
in question and based upon such other factors (including without limitation the
assets, liabilities, fixed charges, cash flow, business, properties, prospects,
management and ownership of any of the Borrower or the Guarantors or any
Subsidiary of any of the Borrower or the Guarantors) as they, in their sole
discretion and in accordance with their respective normal practices and
standards for oil and gas loans as such practices and standards exist at the
particular time, deem significant. It is expressly understood that Lenders and
the Administrative Agent have no obligation to agree upon or designate the
Borrowing Base at any particular amount, whether in relation to the Maximum Loan
Amount or otherwise, and that the Lenders' commitments to advance funds
hereunder is determined by reference to the Borrowing Base from time to time in
effect, which Borrowing Base shall be used for calculating commitment fees under
Section 2.10(a). Additional redeterminations at the request of the Lenders, the
Administrative Agent or the Borrower shall be subject to a $5,000 engineering
fee payable by Borrower to the Administrative Agent for its own account.

      (b) The Borrower may include additional Oil and Gas Properties of the
Borrower or the Guarantors acquired from time to time as Collateral for the
Obligations, which may then be included in the calculation of the Borrowing
Base, by the Borrower (A) giving written notice to the Administrative Agent of
such properties to be included, (B) subjecting such properties to Liens securing
the Obligations (pursuant to Security Documents satisfactory to the
Administrative Agent) if necessary to comply with the provisions of Section
6.16, (C) including such properties in an Engineering Report submitted to the
Administrative Agent and (D) delivering to the Administrative Agent title
opinions covering at least 80% of the additional value of such properties
addressed to the Administrative Agent for the benefit of the Lenders covering
all of such properties and other legal opinions from counsel acceptable to the
Administrative Agent, in its sole discretion, in form, scope and substance
acceptable to the Administrative Agent opining favorably as to, among such other
matters as may be required by the Administrative Agent, (1) the Borrower's or
the appropriate Guarantor's ownership of such properties and (2) matters of the
type covered by the opinions delivered pursuant to Section 4.1(a)(vi).

      (c) In addition to the any scheduled determination or discretionary
determination of the Borrowing Base, the Borrowing Base shall be automatically
reduced from time to time as set forth in Section 7.5(e).

      SECTION 2.9 INTEREST.

      (a) Subject to the provisions of subsection (b) below, (i) each LIBO Rate
Loan shall bear interest on the outstanding principal amount thereof for each
Interest Period at a rate per annum equal to the Adjusted LIBO Rate for such
Interest Period plus the LIBOR Spread; and (ii) each Base Rate Loan shall bear
interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Base Rate
Spread.

      (b) While any Event of Default or Borrowing Base Deficiency exists or
after acceleration, the Borrower shall pay interest on the principal amount of
all outstanding Obligations at a fluctuating interest rate per annum at all
times equal to the Default Rate to the fullest extent permitted by applicable
Law. Accrued and unpaid interest on past due amounts (including interest on past
due interest) shall be due and payable upon demand.


                                       33
<PAGE>

      (c) Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

      SECTION 2.10 FEES. In addition to certain fees described in Sections 2.3.8
and 2.3.9:

      (a) Commitment Fee. The Borrower shall pay to the Administrative Agent for
the account of each Lender in accordance with its Percentage Share, a commitment
fee equal to the Commitment Fee Rate times the actual daily amount by which the
Aggregate Commitments exceed the sum of (i) the Outstanding Amount of Loans and
(ii) the Outstanding Amount of L/C Obligations; provided, however, that so long
as there remains outstanding any 1999 Senior Notes, the Borrower shall pay to
the Administrative Agent for the account of each Lender in accordance with its
Percentage Share, a commitment fee equal to the Commitment Fee Rate times the
actual daily amount by which the Borrowing Base exceeds the sum of (i) the
Outstanding Amount of Loans and (ii) the Outstanding Amount of L/C Obligations.
The commitment fee shall accrue at all times from the Closing Date until the
Maturity Date and shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December, commencing with the
first such date to occur after the Closing Date, and on the Maturity Date. The
commitment fee shall be calculated quarterly in arrears, and if there is any
change in the Commitment Fee Rate with respect to Commitment fees during any
quarter, the actual daily amount shall be computed and multiplied by the
Commitment Fee Rate with respect to Commitment fees separately for each period
during such quarter that such Commitment Fee Rate was in effect. The commitment
fee shall accrue at all times, including at any time during which one or more of
the conditions in Article IV is not met.

      (b) Arrangement and Agency Fees. The Borrower shall pay an arrangement fee
to the Arranger for the Arranger's own account, and shall pay an agency fee to
the Administrative Agent for the Administrative Agent's own account, in the
amounts and at the times specified in the letter agreement, dated February 9,
2004 (the "Agent and Arranger Fee Letter"), among the Borrower, the Arranger and
the Administrative Agent. Such fees shall be fully earned when paid and shall be
nonrefundable for any reason whatsoever.

      SECTION 2.11 COMPUTATION OF INTEREST AND FEES. Computation of interest on
Base Rate Loans and Commitment Fees shall be calculated on the basis of a year
of 365 or 366 days, as the case may be, and the actual number of days elapsed.
Computation of all other types of interest and all fees shall be calculated on
the basis of a year of 360 days and the actual number of days elapsed, which
results in a higher yield to the payee thereof than a method based on a year of
365 or 366 days. Interest shall accrue on each Loan for the day on which the
Loan is made, and shall not accrue on a Loan, or any portion thereof, for the
day on which the Loan or such portion is paid, provided that any Loan that is
repaid on the same day on which it is made shall bear interest for one day.

      SECTION 2.12 NOTES AND OTHER EVIDENCE OF DEBT.

      (a) The obligation of the Borrower to repay to each Lender the aggregate
amount of all Loans made by such Lender (such Lender's "Loan"), together with
interest accruing in connection therewith, shall be evidenced by a single
promissory note (such Lender's "Note") made by the Borrower in the amount of
such Lender's Percentage Share of the Maximum Loan Amount payable


                                       34
<PAGE>

to the order of such Lender substantially in the form of Exhibit B with
appropriate insertions. Each Lender may record the date, Type (if applicable),
amount and maturity of the applicable Loans and payments with respect thereto in
one or more schedules to its Note or on one or more accounts or records
maintained by such Lender and by the Administrative Agent in the ordinary course
of business. The accounts or records maintained by the Administrative Agent and
each Lender shall be conclusive absent manifest error of the amount of the
Credit Extensions made by the Lenders to the Borrower and the interest and
payments thereon. Any failure so to record or any error in doing so shall not,
however, limit or otherwise affect the obligation of the Borrower hereunder to
pay any amount owing with respect to the Loans and L/C Obligations.

      (b) In addition to the accounts and records referred to in subsection (a),
each Lender and the Administrative Agent shall maintain in accordance with its
usual practice accounts or records evidencing the purchases and sales by such
Lender of participations in Letters of Credit. In the event of any conflict
between the accounts and records maintained by the Administrative Agent and the
accounts and records of any Lender in respect of such matters, the accounts and
records of the Administrative Agent shall control.

      SECTION 2.13 PAYMENTS GENERALLY.

      (a) All payments to be made by the Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrower
hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the Administrative Agent's
Office in Dollars and in immediately available funds not later than 12:00 noon,
central time, on the date specified herein. The Administrative Agent will
promptly distribute to each Lender its Percentage Share (or other applicable
share as provided herein) of such payment in like funds as received by wire
transfer to such Lender's Lending Office. All payments received by the
Administrative Agent after 12:00 noon, central time, shall be deemed received on
the next succeeding Business Day and any applicable interest or fee shall
continue to accrue.

      (b) Subject to the definition of "Interest Period," if any payment to be
made by the Borrower shall come due on a day other than a Business Day, payment
shall be made on the next following Business Day, and such extension of time
shall be reflected in computing interest or fees, as the case may be.

      (c) Unless the Borrower or any Lender has notified the Administrative
Agent prior to the date any payment is required to be made by it to the
Administrative Agent hereunder, that the Borrower or such Lender, as the case
may be, will not make such payment, the Administrative Agent may assume that the
Borrower or such Lender, as the case may be, has timely made such payment and
may (but shall not be so required to), in reliance thereon, make available a
corresponding amount to the Person entitled thereto. If and to the extent that
such payment was not in fact made to the Administrative Agent in immediately
available funds, then:

            (i) if the Borrower failed to make such payment, each Lender shall
      forthwith on demand repay to the Administrative Agent the portion of such
      assumed payment that was made available to such Lender in immediately
      available funds, together with interest thereon (1) in respect of each of
      the first two Business Days from and including the date such amount was
      made available by the Administrative Agent to such Lender to the date such
      amount is


                                       35
<PAGE>

      repaid to the Administrative Agent in immediately available funds, at the
      Federal Funds Rate from time to time in effect, and (2) in respect of each
      day after the first two Business Days from and including the date such
      amount was made available by the Administrative Agent to such Lender to
      the date such amount is repaid to the Administrative Agent in immediately
      available funds, at the Base Rate from time to time in effect; and

            (ii) if any Lender failed to make such payment, such Lender shall
      forthwith on demand pay to the Administrative Agent the amount thereof in
      immediately available funds, together with interest thereon for the period
      from the date such amount was made available by the Administrative Agent
      to the Borrower to the date such amount is recovered by the Administrative
      Agent (the "Compensation Period") at a rate per annum equal to (1) for the
      first two Business Days of any Compensation Period, the Federal Funds Rate
      from time to time in effect, and (2) for each other day of any
      Compensation Period, the interest rate applicable to the applicable
      Borrowing. If such Lender pays such amount to the Administrative Agent,
      then such amount shall constitute such Lender's Loan included in the
      applicable Borrowing. If such Lender does not pay such amount forthwith
      upon the Administrative Agent's demand therefor, the Administrative Agent
      may make a demand therefor upon the Borrower, and the Borrower shall pay
      such amount to the Administrative Agent, together with interest thereon
      for the Compensation Period at a rate per annum equal to the rate of
      interest applicable to the applicable Borrowing. Nothing herein shall be
      deemed to relieve any Lender from its obligation to fulfill its Commitment
      or to prejudice any rights that the Administrative Agent or the Borrower
      may have against any Lender as a result of any default by such Lender
      hereunder.

      A notice of the Administrative Agent to any Lender with respect to any
amount owing under this subsection (c) shall be conclusive, absent manifest
error.

      (d) If any Lender makes available to the Administrative Agent funds for
any Loan to be made by such Lender as provided in the foregoing provisions of
this Article II, and the conditions to the applicable Credit Extension set forth
in Article IV are not satisfied or waived in accordance with the terms hereof,
the Administrative Agent shall return such funds (in like funds as received from
such Lender) to such Lender, without interest.

      (e) The obligations of the Lenders hereunder to make Loans and to fund
participations in Letters of Credit are several and not joint. The failure of
any Lender to make any Loan or to fund any such participation on any date
required hereunder shall not relieve any other Lender of its corresponding
obligation to do so on such date, and no Lender shall be responsible for the
failure of any other Lender to so make its Loan or purchase its participation.

      (f) Nothing herein shall be deemed to obligate any Lender to obtain the
funds for any Loan in any particular place or manner or to constitute a
representation by any Lender that it has obtained or will obtain the funds for
any Loan in any particular place or manner.

      SECTION 2.14 SHARING OF PAYMENTS. If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Loans made by it, or
the participations in L/C Obligations held by it, any payment (whether
voluntary, involuntary, through the exercise of any right of set-off, or
otherwise) in excess of its ratable share (or other share contemplated
hereunder) thereof, such Lender shall immediately (a) notify the Administrative
Agent of such fact, and (b)


                                       36
<PAGE>

purchase from the other Lenders such participations in the Loans made by them
and/or such subparticipations in the participations in L/C Obligations held by
them, as the case may be, as shall be necessary to cause such purchasing Lender
to share the excess payment in respect of such Loan or such participations, as
the case may be, pro rata with each of them; provided, however, that if all or
any portion of such excess payment is thereafter recovered from the purchasing
Lender, such purchase shall to that extent be rescinded and each other Lender
shall repay to the purchasing Lender the purchase price paid therefor, together
with an amount equal to such paying Lender's ratable share (according to the
proportion of (i) the amount of such paying Lender's required repayment to (ii)
the total amount so recovered from the purchasing Lender) of any interest or
other amount paid or payable by the purchasing Lender in respect of the total
amount so recovered. The Borrower agrees that any Lender so purchasing a
participation from another Lender may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off, but subject
to Section 10.9) with respect to such participation as fully as if such Lender
were the direct creditor of the Borrower in the amount of such participation.
The Administrative Agent will keep records (which shall be conclusive and
binding in the absence of manifest error) of participations purchased under this
Section and will in each case notify the Lenders following any such purchases or
repayments. Each Lender that purchases a participation pursuant to this Section
shall from and after such purchase have the right to give all notices, requests,
demands, directions and other communications under this Agreement with respect
to the portion of the Obligations purchased to the same extent as though the
purchasing Lender were the original owner of the Obligations purchased.

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

      SECTION 3.1 TAXES.

      (a) Any and all payments by the Borrower to or for the account of the
Administrative Agent or any Lender under any Loan Document shall be made free
and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto, excluding, in the case of the
Administrative Agent and each Lender, taxes imposed on or measured by its net
income, and franchise taxes imposed on it (in lieu of net income taxes), by the
jurisdiction (or any political subdivision thereof) under the Laws of which the
Administrative Agent or such Lender, as the case may be, is organized or
maintains a lending office (all such non-excluded taxes, duties, levies,
imposts, deductions, assessments, fees, withholdings or similar charges, and
liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be
required by any Laws to deduct any Taxes from or in respect of any sum payable
under any Loan Document to the Administrative Agent or any Lender, (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 and such Lender receives an amount equal
to the sum it would have received had no such deductions been made, (ii) the
Borrower shall make such deductions, (iii) the Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable Laws, and (iv) within 30 days after the date of such
payment, the Borrower shall furnish to the Administrative Agent (which shall
forward the same to such Lender) the original or a certified copy of a receipt
evidencing payment thereof.

      (b) In addition, the Borrower agrees to pay any and all present or future
stamp, court or documentary taxes and any other excise or property taxes or
charges or similar levies which arise


                                       37
<PAGE>

from any payment made under any Loan Document or from the execution, delivery,
performance, enforcement or registration of, or otherwise with respect to, any
Loan Document (hereinafter referred to as "Other Taxes").

      (c) If the Borrower shall be required to deduct or pay any Taxes or Other
Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, the Borrower shall also pay to the
Administrative Agent (for the account of such Lender) or to such Lender, at the
time interest is paid, such additional amount that such Lender specifies as
necessary to preserve the after-tax yield (after factoring in all taxes,
including taxes imposed on or measured by net income) such Lender would have
received if such Taxes or Other Taxes had not been imposed.

      (d) The Borrower agrees to indemnify the Administrative Agent and each
Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by the Administrative Agent and such Lender, (ii) amounts
payable under Section 3.1(c) and (iii) any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto, in each case
whether or not such Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. Payment under this subsection
(d) shall be made within 30 days after the date the Lender or the Administrative
Agent makes a demand therefor.

      SECTION 3.2 ILLEGALITY. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund LIBO
Rate Loans, or materially restricts the authority of such Lender to purchase or
sell, or to take deposits of, Dollars in the applicable offshore Dollar market,
or to determine or charge interest rates based upon the LIBO Rate, then, on
notice thereof by such Lender to the Borrower through the Administrative Agent,
any obligation of such Lender to make or continue LIBO Rate Loans or to convert
Base Rate Loans to LIBO Rate Loans shall be suspended until such Lender notifies
the Administrative Agent and the Borrower that the circumstances giving rise to
such determination no longer exist. Upon receipt of such notice, the Borrower
shall, upon demand from such Lender (with a copy to the Administrative Agent),
prepay or, if applicable, convert all LIBO Rate Loans of such Lender to Base
Rate Loans, either on the last day of the Interest Period thereof, if such
Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such LIBO Rate
Loans. Upon any such prepayment or conversion, the Borrower shall also pay
interest on the amount so prepaid or converted. Each Lender agrees to designate
a different Lending Office if such designation will avoid the need for such
notice and will not, in the good faith judgment of such Lender, otherwise be
materially disadvantageous to such Lender.

      SECTION 3.3 INABILITY TO DETERMINE RATES. If the Administrative Agent
determines in connection with any request for a LIBO Rate Loan or a conversion
to or continuation thereof that (a) Dollar deposits are not being offered to
banks in the applicable offshore Dollar market for the applicable amount and
Interest Period of such LIBO Rate Loan, (b) adequate and reasonable means do not
exist for determining the LIBO Rate for such LIBO Rate Loan, or (c) the Adjusted
LIBO Rate for such LIBO Rate Loan does not adequately and fairly reflect the
cost to the Lenders of funding such LIBO Rate Loan, the Administrative Agent
will promptly notify the Borrower and all Lenders. Thereafter, the obligation of
the Lenders to make or maintain LIBO Rate Loans shall be suspended until the
Administrative Agent revokes such notice. Upon receipt of such notice, the
Borrower may revoke any pending request for a Borrowing, conversion or
continuation of LIBO Rate Loans or,


                                       38
<PAGE>

failing that, will be deemed to have converted such request into a request for a
Borrowing of Base Rate Loans in the amount specified therein.

      SECTION 3.4 INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY.

      (a) If any Lender determines that, as a result of the introduction of, or
any change in, or in the interpretation of any Law, or such Lender's compliance
therewith, there shall be any increase in the cost to such Lender of agreeing to
make or making, funding or maintaining LIBO Rate Loans or (as the case may be)
issuing or participating in Letters of Credit, or a reduction in the amount
received or receivable by such Lender in connection with any of the foregoing
(excluding for purposes of this subsection (a) any such increased costs or
reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section
3.1 shall govern), (ii) changes in the basis of taxation of overall net income
or overall gross income by the United States or any foreign jurisdiction or any
political subdivision of either thereof under the Laws of which such Lender is
organized or has its Lending Office, and (iii) reserve requirements utilized, as
to LIBO Rate Loans, in the determination of the Adjusted LIBO Rate), then from
time to time upon demand of such Lender (with a copy of such demand to the
Administrative Agent), the Borrower shall pay to such Lender such additional
amounts as will compensate such Lender for such increased cost or reduction.

      (b) If any Lender determines that the introduction of any Law regarding
capital adequacy or any change therein or in the interpretation thereof, or
compliance by such Lender (or its Lending Office) therewith, has the effect of
reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of such Lender's obligations hereunder
(taking into consideration its policies with respect to capital adequacy and
such Lender's desired return on capital), then from time to time upon demand of
such Lender (with a copy of such demand to the Administrative Agent), the
Borrower shall pay to such Lender such additional amounts as will compensate
such Lender for such reduction.

      SECTION 3.5 FUNDING LOSSES. Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, the Borrower shall promptly compensate
such Lender for and hold such Lender harmless from any loss, cost or expense
incurred by it as a result of:

      (a) any continuation, conversion, payment or prepayment of any Loan other
than a Base Rate Loan on a day other than the last day of the Interest Period
for such Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise); or

      (b) any failure by the Borrower (for a reason other than the failure of
such Lender to make a Loan) to prepay, borrow, continue or convert any Loan
other than a Base Rate Loan on the date or in the amount notified by the
Borrower; or

      (c) any assignment of a LIBO Rate Loan on a day other than the last day of
the Interest Period therefor as a result of a request by the Borrower pursuant
to Section 3.9;

including any loss of anticipated profits and any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were obtained.
The Borrower shall also pay any customary administrative fees charged by such
Lender in connection with the foregoing.


                                       39
<PAGE>

For purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.5, each Lender shall be deemed to have funded each LIBO Rate Loan
made by it at the LIBO Rate for such Loan by a matching deposit or other
borrowing in the applicable offshore Dollar interbank market for a comparable
amount and for a comparable period, whether or not such LIBO Rate Loan was in
fact so funded.

      SECTION 3.6 MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION.

      (a) A certificate of the Administrative Agent or any Lender claiming
compensation under this Article III and setting forth the additional amount or
amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error. In determining such amount, the Administrative Agent or such
Lender may use any reasonable averaging and attribution methods.

      (b) Upon any Lender's making a claim for compensation under Section 3.1 or
3.4, the Borrower may remove or replace such Lender in accordance with Section
3.9; provided that the Borrower shall have the right to replace such Lender only
if they also replace any other Lender who has made or is making a similar claim
for compensation under Section 3.1 or 3.4.

      SECTION 3.7 SURVIVAL. All of the Borrower's obligations under this Article
III shall survive termination of the Commitments and of this Agreement and
payment in full of all the other Obligations.

      SECTION 3.8 FOREIGN LENDERS. Each Lender that is a "foreign corporation,
partnership or trust" within the meaning of the Code (a "Foreign Lender") shall
deliver to the Administrative Agent, prior to receipt of any payment subject to
withholding under the Code (or after accepting an assignment of an interest
herein), two duly signed completed copies of either IRS Form W-8BEN or any
successor thereto (relating to such Person and entitling it to an exemption
from, or reduction of, withholding tax on all payments to be made to such Person
by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor
thereto (relating to all payments to be made to such Person by the Borrower
pursuant to this Agreement) or such other evidence satisfactory to the Borrower
and the Administrative Agent that such Person is entitled to an exemption from,
or reduction of, U.S. withholding tax. Thereafter and from time to time, each
such Person shall (a) promptly submit to the Administrative Agent such
additional duly completed and signed copies of one of such forms (or such
successor forms as shall be adopted from time to time by the relevant United
States taxing authorities) as may then be available under then current United
States laws and regulations to avoid, or such evidence as is satisfactory to the
Borrower and the Administrative Agent of any available exemption from or
reduction of, United States withholding taxes in respect of all payments to be
made to such Person by the Borrower pursuant to this Agreement, (b) promptly
notify the Administrative Agent of any change in circumstances which would
modify or render invalid any claimed exemption or reduction, and (c) take such
steps as shall not be materially disadvantageous to it, in the reasonable
judgment of such Lender, and as may be reasonably necessary (including the
re-designation of its Lending Office) to avoid any requirement of applicable
Laws that the Borrower make any deduction or withholding for taxes from amounts
payable to such Person. If such Person fails to deliver the above forms or other
documentation, then the Administrative Agent may withhold from any interest
payment to such Person an amount equivalent to the applicable withholding tax
imposed by Sections 1441 and 1442 of the Code, without reduction. If any
Governmental Authority asserts that the Administrative Agent did not properly
withhold any tax or other amount from payments made in respect of such Person,
such Person shall indemnify the


                                       40
<PAGE>

Administrative Agent therefor, including all penalties and interest, any taxes
imposed by any jurisdiction on the amounts payable to the Administrative Agent
under this Section, and costs and expenses (including Attorney Costs) of the
Administrative Agent. The obligation of the Lenders under this Section shall
survive the payment of all Obligations and the resignation or replacement of the
Administrative Agent.

      SECTION 3.9 REMOVAL AND REPLACEMENT OF LENDERS.

      (a) Under any circumstances set forth herein providing that the Borrower
shall have the right to remove or replace a Lender as a party to this Agreement,
the Borrower may, upon notice to such Lender and the Administrative Agent, (i)
remove such Lender by terminating such Lender's Commitment or (ii) replace such
Lender by causing such Lender to assign its Commitment (without payment of any
assignment fee) pursuant to Section 10.7.2(a) to one or more other Lenders or
Eligible Assignees procured by the Borrower; provided, however, that if the
Borrower elects to exercise such right with respect to any Lender pursuant to
Section 3.6(b), it shall be obligated to remove or replace, as the case may be,
all Lenders that have made similar requests for compensation pursuant to Section
3.1 or 3.4. The Borrower shall (x) pay in full all principal, interest, fees and
other amounts owing to such Lender through the date of termination or assignment
(including any amounts payable pursuant to Section 3.5), (y) provide appropriate
assurances and indemnities (which may include letters of credit) to the Issuing
Bank as may reasonably be required with respect to any continuing obligation to
purchase participation interests in any L/C Obligations then outstanding, and
(z) release such Lender from its obligations under the Loan Documents. Any
Lender being replaced shall execute and deliver an Lender Assignment with
respect to such Lender's Commitment and outstanding Credit Extensions. The
Administrative Agent shall distribute an amended Schedule 2.1, which shall be
deemed incorporated into this Agreement, to reflect changes in the identities of
the Lenders and adjustments of their respective Commitments and/or Percentage
Shares resulting from any such removal or replacement.

      (b) In order to make all the Lenders' interests in any outstanding Credit
Extensions ratable in accordance with any revised Percentage Shares after giving
effect to the removal or replacement of a Lender, the Borrower shall pay or
prepay, if necessary, on the effective date thereof, all outstanding Loans of
all Lenders, together with any amounts due under Section 3.5. The Borrower may
then request Loans from the Lenders in accordance with their revised Percentage
Shares. The Borrower may net any payments required hereunder against any funds
being provided by any Lender or Eligible Assignee replacing a terminating
Lender. The effect for purposes of this Agreement shall be the same as if
separate transfers of funds had been made with respect thereto.

      (c) This section shall supersede any provision in Section 10.1 to the
contrary.

                                   ARTICLE IV.
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

      SECTION 4.1 CONDITIONS OF INITIAL CREDIT EXTENSION. The obligation of each
Lender to make its initial Credit Extension hereunder is subject to satisfaction
of the following conditions precedent:

      (a) Unless waived by all the Lenders (or by the Administrative Agent with
respect to immaterial matters or items specified in clause (v) or (vi) below
with respect to which the Borrower


                                       41
<PAGE>

has given assurances satisfactory to the Administrative Agent that such items
shall be delivered promptly following the Closing Date), the Administrative
Agent's receipt of the following, each of which shall be originals or facsimiles
(followed promptly by originals) unless otherwise specified, each properly
executed by a Responsible Officer of the signing Loan Party, each dated the
Closing Date (or, in the case of certificates of governmental officials, a
recent date before the Closing Date) and each in form and substance satisfactory
to the Administrative Agent and its legal counsel:

            (i) executed counterparts of this Agreement, an Amended and Restated
      Subsidiary Guaranty substantially in the form of Exhibit E from each of
      the Guarantors, the Amended and Restated Subordination Agreement
      substantially in the form of Exhibit G from each of the Guarantors, an
      Amended and Restated Security Agreement substantially in the form of
      Exhibit I from each of the Loan Parties, the Amended and Restated Pledge
      Agreement and Irrevocable Proxy substantially in the form of Exhibit H
      from each Loan Party (other than COL), the Assignment of Secured
      Indebtedness executed by each of the parties thereto, and each Mortgage
      dated as of the date hereof and each of the Mortgage Assignments and
      Amendments and Subordinate Mortgage Amendments described in the Security
      Schedule, sufficient in number for distribution to the Administrative
      Agent, each Lender and the Borrower, and, in the case of the Security
      Documents, in form and in sufficient number of counterparts for the prompt
      completion of all recording and filing of the Security Documents as may be
      necessary or, in the opinion of the Administrative Agent, desirable to
      create or continue, as appropriate, a valid perfected first Lien against
      the collateral covered by such Security Documents, and together with stock
      certificates, membership interest certificates or such other certificated
      security as may be part of the collateral covered by the Security
      Documents and with stock powers or other transfer powers or instruments
      executed in blank for each such certificate, interest or security;

            (ii) Notes executed by the Borrower in favor of each Lender, each in
      a principal amount equal to such Lender's Percentage Share of the Maximum
      Loan Amount;

            (iii) such certificates of resolutions or other action, incumbency
      certificates and/or other certificates of Responsible Officers of each
      Loan Party as the Administrative Agent may require to establish the
      identities of and verify the authority and capacity of each Responsible
      Officer thereof authorized to act as a Responsible Officer in connection
      with this Agreement and the other Loan Documents to which such Loan Party
      is a party;

            (iv) such evidence as the Administrative Agent may reasonably
      require to verify that each Loan Party is duly organized or formed,
      validly existing, in good standing and qualified to engage in business in
      each jurisdiction in which it is required to be qualified to engage in
      business, including certified copies of each Loan Party's Organization
      Documents, certificates of good standing and/or qualification to engage in
      business and tax clearance certificates;

            (v) a certificate signed by a Responsible Officer of the Borrower
      certifying (A) that the conditions specified in Sections 4.2(a) and (b)
      have been satisfied, and (B) that there has been no event or circumstance
      since the date of the Initial Audited Financial Statements which has or
      could be reasonably expected to have a Material Adverse Effect;


                                       42
<PAGE>

            (vi) an opinion of counsel to each Loan Party substantially in the
      form of Exhibits F-1, F-2, F-3, F-4 and F-5;

            (vii) evidence satisfactory to the Administrative Agent that the
      Existing Credit Facility and the other "Loan Documents" defined therein
      have been or concurrently with the Closing Date are being assigned to the
      Lenders pursuant to the Assignment of Secured Indebtedness and the
      Mortgage Assignment and Amendment, and all Liens securing obligations
      under the Existing Credit Facility have been, or concurrently with the
      Closing Date are being, assigned to the Administrative Agent;

            (viii) a certificate of insurance of the Borrower and its
      Subsidiaries evidencing that the Borrower and its Subsidiaries are
      carrying insurance in accordance with Section 6.7 and that such insurance
      is in full force and effect;

            (ix) the Initial Engineering Report;

            (x) the Initial Audited Financial Statements;

            (xi) Evidence satisfactory to the Administrative Agent that,
      concurrently with the effectiveness of this Agreement, the Borrower shall
      have issued the 2004 Senior Notes in accordance with the 2004 Senior Notes
      Indenture and shall have received gross proceeds of at least $175,000,000
      of such issuance (prior to any costs, expenses and discounts relate to the
      issuance thereof);

            (xii) proper financing statements (form UCC-1), to be filed on or
      promptly after the date of the initial Borrowing, naming the Borrower as
      debtor and the Administrative Agent as secured party, describing all of
      the Collateral in which the Borrower has granted or purported to grant an
      interest, filed in the appropriate jurisdictions; proper financing
      statements (form UCC-1), to be filed on or promptly after the date of the
      initial Borrowing, naming one or more of the Guarantors as debtor(s) and
      the Administrative Agent as secured party, describing all of the
      Collateral in which the Guarantor or Guarantors have granted or purported
      to grant an interest, filed in the appropriate jurisdictions; together
      with copies of search reports in such jurisdictions as the Administrative
      Agent may reasonably request, listing all effective financing statements
      that name any of the Borrower or the Guarantors as debtor and any other
      documents or instruments as may be necessary or desirable (in the opinion
      of the Administrative Agent) to perfect the Administrative Agent's
      interest in the Collateral; and

            (xiii) such other assurances, certificates, documents, consents or
      opinions as the Administrative Agent, the Issuing Bank or the Majority
      Lenders reasonably may require.

      (b) Any fees required to be paid on or before the Closing Date pursuant to
any of the Loan Documents shall have been paid.

      (c) Unless waived by the Administrative Agent, the Borrower shall have
paid all costs and expenses payable to the Administrative Agent pursuant to
Section 10.4 to the extent invoiced prior to or on the Closing Date, plus such
additional amounts of costs and expenses as shall constitute the Administrative
Agent's reasonable estimate of the costs and expenses described in Section 10.4


                                       43
<PAGE>

incurred or to be incurred by it through the closing proceedings (provided that
such estimate shall not thereafter preclude a final settling of accounts between
the Borrower and the Administrative Agent).

      SECTION 4.2 CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of each
Lender to honor any Notice of Advance or Letter of Credit Application (other
than a Notice of Advance requesting only a conversion of Loans to the other
Type, or a continuation of Loans as the same Type) is subject to the following
conditions precedent:

      (a) The representations and warranties of the Borrower contained in
Article V, or which are contained in any document furnished at any time under or
in connection herewith, shall be true and correct on and as of the date of such
Credit Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct as of such earlier date.

      (b) No Default or Event of Default shall exist, or would result from such
proposed Credit Extension.

      (c) The Administrative Agent or, if applicable, the Issuing Bank shall
have received a Notice of Advance or Letter of Credit Application in accordance
with the requirements hereof.

      (d) The Administrative Agent shall have received, in form and substance
satisfactory to it, such other assurances, certificates, documents or consents
related to the foregoing as the Administrative Agent or the Majority Lenders
reasonably may require.

      Each Notice of Advance or Letter of Credit Application (other than a
Notice of Advance requesting only a conversion of Loans to the other Type or a
continuation of Loans as the same Type) submitted by the Borrower shall be
deemed to be a representation and warranty that the conditions specified in
Section 4.2 have been satisfied on and as of the date of the applicable Credit
Extension.

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

      The Borrower represents and warrants to the Administrative Agent and the
Lenders that:

      SECTION 5.1 EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS. Each
Loan Party (a) is a corporation, partnership or limited liability company duly
organized or formed, validly existing and in good standing under the Laws of the
jurisdiction of its incorporation or organization, (b) has all requisite power
and authority and all governmental licenses, authorizations, consents and
approvals to own its assets, carry on its business and to execute, deliver, and
perform its obligations under the Loan Documents to which it is a party, (c) is
duly qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license, and (d) is in
compliance with all Laws, except in each case referred to in clause (c) or this
clause (d), to the extent that failure to do so could not reasonably be expected
to have a Material Adverse Effect.

      SECTION 5.2 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by each Loan Party of each Loan Document to which such Person is a
party, have been duly authorized by all necessary corporate or other
organizational action, and do not and will not (a)


                                       44
<PAGE>

contravene the terms of any of such Person's Organization Documents; (b)
conflict with or result in any breach or contravention of, or the creation of
any Lien under, any Contractual Obligation to which such Person is a party or
any order, injunction, writ or decree of any Governmental Authority to which
such Person or its property is subject; or (c) violate any Law.

      SECTION 5.3 GOVERNMENTAL AUTHORIZATION; CONSENTS. No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority or any other Person or entity (including, without
limitation, any creditor or stockholder of the Borrower or any Guarantor) is
necessary or required in connection with the execution, delivery or performance
by, or enforcement against, any Loan Party of this Agreement or any other Loan
Document.

      SECTION 5.4 BINDING EFFECT. This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been, duly executed and delivered
by each Loan Party that is a party thereto. This Agreement constitutes, and each
other Loan Document when so delivered will constitute, a legal, valid and
binding obligation of such Loan Party, enforceable against each Loan Party that
is a party thereto in accordance with its terms except as such enforceability
may be limited by any applicable bankruptcy, insolvency, reorganization,
moratorium or similar law affecting creditors' rights generally and by general
principles of equity.

      SECTION 5.5 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

      (a) The Initial Audited Financial Statements (i) were prepared in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (ii) fairly present the financial
condition of the Borrower and its Subsidiaries as of the date thereof and their
results of operations for the period covered thereby in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein; and (iii) show all material indebtedness and other
liabilities, direct or contingent, of the Borrower and its Subsidiaries as of
the date thereof, including liabilities for taxes, material commitments and
Indebtedness in accordance with GAAP consistently applied throughout the period
covered thereby.

      (b) Since the date of the Initial Audited Financial Statements, there has
been no event or circumstance that has or could reasonably be expected to have a
Material Adverse Effect.

      SECTION 5.6 LITIGATION. Except as specifically disclosed in Schedule 5.6,
there are no actions, suits, proceedings, claims or disputes pending or, to the
knowledge of the Borrower, threatened or contemplated, at law, in equity, in
arbitration or before any Governmental Authority, by or against the Borrower or
any of its Subsidiaries or against any of their properties or revenues that (a)
purport to affect or pertain to this Agreement or any other Loan Document, or
any of the transactions contemplated hereby, or (b) if determined adversely,
could reasonably be expected to have a Material Adverse Effect.

      SECTION 5.7 NO DEFAULT. Neither the Borrower nor any Subsidiary is in
default under or with respect to any Contractual Obligation that could be
reasonably expected to have a Material Adverse Effect. No Default or Event of
Default has occurred and is continuing or would result from the consummation of
the transactions contemplated by this Agreement or any other Loan Document.


                                       45
<PAGE>

      SECTION 5.8 OWNERSHIP OF PROPERTY; LIENS. The Borrower and each Subsidiary
has good record and marketable title in fee simple to, or valid leasehold
interests in, all real property necessary or used in the ordinary conduct of its
business, except for such defects in title as would not, individually or in the
aggregate, have a Material Adverse Effect. As of the Closing Date, the property
of the Borrower and its Subsidiaries is subject to no Liens, other than Liens
permitted by Section 7.1.

      SECTION 5.9 ENVIRONMENTAL MATTERS. The Borrower and its Subsidiaries
conduct in the ordinary course of business a review of the effect of existing
Environmental Laws and claims alleging potential liability or responsibility for
violation of any Environmental Law on their respective businesses, operations
and properties, and as a result thereof the Borrower has reasonably concluded
that, except as would not have a Material Adverse Effect (or with respect to
(c), (d) and (e) below, where the failure to take such actions would not have a
Material Adverse Effect):

      (a) neither any property of any Loan Party or any Subsidiary, nor the
operations conducted thereon violate any Environmental Laws;

      (b) without limitation of clause (a) above, no property of any Loan Party
or any Subsidiary, nor the operations currently conducted thereon or, to the
best knowledge of the Borrower, by any prior owner or operator of such property
or operation, are in violation of or subject to any existing, pending or, to the
Borrower's knowledge, threatened action, suit, investigation, inquiry or
proceeding by or before any Governmental Authority or to any remedial
obligations under Environmental Laws;

      (c) all notices, permits, licenses or similar authorizations, if any,
required pursuant to Environmental Laws to be obtained or filed in connection
with the operation or use of the property of any Loan Party and each Subsidiary
have been duly obtained or filed, and the Loan Party and each Subsidiary are in
compliance with the terms and conditions of all such notices, permits, licenses
and similar authorizations;

      (d) all Hazardous Materials, solid waste, and oil and gas exploration and
production wastes, if any, generated at the property of any Loan Party or any
Subsidiary have in the past been transported, treated and disposed of in
accordance with Environmental Laws and so as not to pose an imminent and
substantial endangerment to public health or welfare or the environment, and, to
the best knowledge of the Borrower, all such transport carriers and treatment
and disposal facilities have been and are operating in compliance with
Environmental Laws and so as not to pose an imminent and substantial
endangerment to public health or welfare or the environment, and are not the
subject of any existing, pending or, to the Borrower's knowledge, threatened
action, investigation or inquiry by any Governmental Authority in connection
with any Environmental Laws;

      (e) the Loan Parties and their Subsidiaries have taken all steps
reasonably necessary to determine and have determined that no Hazardous
Materials, solid waste, or oil and gas exploration and production wastes, have
been disposed of or otherwise released and there has been no threatened release
of any Hazardous Materials on or to any property of the Loan Parties or any
Subsidiary except, in each case, in compliance with Environmental Laws and so as
not to pose an imminent and substantial endangerment to public health or welfare
or the environment; and


                                       46
<PAGE>

      (f) none of the Loan Parties nor any Subsidiary has any known contingent
liability in connection with any release or threatened release of any oil,
Hazardous Materials or solid waste into the environment.

      SECTION 5.10 INSURANCE. The properties of the Borrower and its
Subsidiaries are insured with financially sound and reputable insurance
companies that are not Affiliates of the Borrower, in such amounts, with such
deductibles and covering such risks as are customarily carried by companies
engaged in similar businesses and owning similar properties in localities where
the Borrower or its Subsidiaries operate.

      SECTION 5.11 TAXES. The Borrower and its Subsidiaries have filed all
Federal, state and other material tax returns and reports required to be filed,
and have paid all Federal, state and other material taxes, assessments, fees and
other governmental charges levied or imposed upon them or their properties,
income or assets otherwise due and payable, except those which are being
contested in good faith by appropriate proceedings and for which adequate
reserves have been provided in accordance with GAAP. There is no proposed tax
assessment against the Borrower or any Subsidiary that would, if made, have a
Material Adverse Effect.

      SECTION 5.12 ERISA COMPLIANCE.

      (a) Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws. Each
Plan that is intended to qualify under Section 401(a) of the Code has received a
favorable determination letter from the IRS or an application for such a letter
is currently being processed by the IRS with respect thereto and, to the best
knowledge of the Borrower, nothing has occurred which would prevent, or cause
the loss of, such qualification. The Borrower and each ERISA Affiliate of the
Borrower have made all required contributions to each Plan subject to Section
412 of the Code, and no application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Code has been made with
respect to any Plan.

      (b) There are no pending or, to the best knowledge of the Borrower,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that could be reasonably be expected to have a Material
Adverse Effect. There has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan that has resulted or
could be reasonably expected to result in a Material Adverse Effect.

      (c) (i) No ERISA Event has occurred or is reasonably expected to occur;
(ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the
Borrower nor any ERISA Affiliate of the Borrower has incurred, or reasonably
expects to incur, any liability under Title IV of ERISA with respect to any
Pension Plan (other than premiums due and not delinquent under Section 4007 of
ERISA); (iv) neither the Borrower nor any ERISA Affiliate of the Borrower has
incurred, or reasonably expects to incur, any liability (and no event has
occurred which, with the giving of notice under Section 4219 of ERISA, would
result in such liability) under Sections 4201 or 4243 of ERISA with respect to a
Multiemployer Plan; and (v) neither the Borrower nor any ERISA Affiliate of the
Borrower has engaged in a transaction that could be subject to Sections 4069 or
4212(c) of ERISA.


                                       47
<PAGE>

      SECTION 5.13 SUBSIDIARIES.

      (a) The Borrower has no Subsidiaries other than those specifically
disclosed in Part (a) of Schedule 5.13. All Subsidiaries of Borrower are duly
organized, validly existing and in good standing under the laws of their
respective jurisdictions of organization and are duly qualified to do business
in each jurisdiction where failure to so qualify would have an Material Adverse
Effect. All outstanding shares of stock of each class of each Subsidiary of
Borrower have been and will be validly issued and are and will be fully paid and
nonassessable and are and will be owned, beneficially and of record, by Borrower
or a wholly-owned Subsidiary of Borrower free and clear of any Liens (other than
Liens permitted by Section 7.1).

      (b) Part (b) of Schedule 5.13 sets forth each of the Subsidiaries of the
Borrower that shall have delivered a Guaranty on the Closing Date. Each such
Guarantor is and will remain a wholly-owned Subsidiary of the Borrower.

      (c) The Borrower has no equity investments in any other corporation or
entity other than those specifically disclosed in Part (c) of Schedule 5.13.

      SECTION 5.14 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY
HOLDING COMPANY ACT.

      (a) The Borrower is not engaged and will not engage, principally or as one
of its important activities, in the business of purchasing or carrying margin
stock (within the meaning of Regulation U issued by the Board), or extending
credit for the purpose of purchasing or carrying margin stock.

      (b) None of the Borrower, any Person controlling the Borrower, or any
Subsidiary (i) is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935, or (ii) is or is required to be registered as an "investment
company" under the Investment Company Act of 1940.

      SECTION 5.15 DISCLOSURE. No statement, information, report,
representation, or warranty made in writing by any Loan Party in any Loan
Document or furnished to the Administrative Agent or any Lender by or on behalf
of any Loan Party in connection with any Loan Document contains any untrue
statement of a material fact or omits any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. There is no fact known
to the Borrower which has caused, or which likely would in the future in the
reasonable judgment of the Borrower cause, a Material Adverse Effect (except for
any economic conditions which affect generally the industry in which the
Borrower and its Subsidiaries conduct business), that has not been set forth in
this Agreement or in the other documents, certificates, statements, reports and
other information furnished in writing to the Lenders by or on behalf of the
Borrower or any other Loan Party in connection with the transactions
contemplated hereby.

      SECTION 5.16 INTELLECTUAL PROPERTY; LICENSES, ETC. The Borrower and its
Subsidiaries own, or possess the right to use, all of the trademarks, service
marks, trade names, copyrights, patents, patent rights, franchises, licenses and
other rights that are reasonably necessary for the


                                       48
<PAGE>

operation of their respective businesses, without conflict with the rights of
any other Person. To the best knowledge of the Borrower, no slogan or other
advertising device, product, process, method, substance, part or other material
now employed, or now contemplated to be employed, by the Borrower or any
Subsidiary infringes upon any rights held by any other Person. No claim or
litigation regarding any of the foregoing is pending or, to the best knowledge
of the Borrower, threatened, and no patent, invention, device, application,
principle or any statute, law, rule, regulation, standard or code is pending or,
to the knowledge of the Borrower, proposed, which, in either case, could
reasonably be expected to have a Material Adverse Effect.

      SECTION 5.17 DIRECT BENEFIT. The initial Loans and Letters of Credit
hereunder and all additional Loans and Letters of Credit hereunder are for the
direct benefit of the Borrower, or in the case of any initial or additional
Letters of Credit, one or more of the Guarantors, and the initial Loans and
Letters of Credit hereunder are used to refinance and replace indebtedness
owning, directly or indirectly, by the Borrower and certain of the Guarantors to
the Lenders under the Existing Credit Facility. The Borrower and the Guarantors
are engaged as an integrated group in the business of oil and gas exploration
and related fields, and any benefits to the Borrower or any Guarantor is a
benefit to all of them, both directly or indirectly, inasmuch as the successful
operation and condition of the Borrower and the Guarantors is dependent upon the
continued successful performance of the functions of the integrated group as a
whole.

      SECTION 5.18 SOLVENCY. Each of the following is true for the Borrower,
each Guarantor and the Borrower and the Guarantors on a consolidated basis: (a)
the fair saleable value of its or their property is (i) greater than the total
amount of its liabilities (including contingent liabilities), and (ii) greater
than the amount that would be required to pay its probable aggregate liability
on its then existing debts as they become absolute and matured; (b) its or their
property is not unreasonable in relation to its business or any contemplated or
undertaken transaction; and (c) it or they do not intend to incur, or believe
that it or they will incur, debts beyond its or their ability to pay such debts
as they become due.

      SECTION 5.19 INDENTURE DEBT DOCUMENTS. Before and after giving effect to
all the Credit Extensions contemplated hereunder, all representations and
warranties of the Borrower or any Guarantor contained in any Indenture Debt
Document are true and correct in all material respects (except to the extent
such representations or warranties relate or refer to a specified, earlier
date). Before and after giving effect to all the Credit Extensions contemplated
hereunder, there is no event of default or event or condition that could become
an event of default with notice or lapse of time or both, under the Indenture
Debt Documents and each of the Indenture Debt Documents is in full force and
effect.

                                   ARTICLE VI.
                              AFFIRMATIVE COVENANTS

      So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, the Borrower shall, and shall (except in the case of
the covenants set forth in Sections 6.1, 6.2, 6.3 and 6.11) cause each of its
Subsidiaries to:

      SECTION 6.1 FINANCIAL STATEMENTS. Deliver to the Administrative Agent and
each Lender, in form and detail satisfactory to the Administrative Agent and the
Majority Lenders:


                                       49
<PAGE>

      (a) as soon as available, but in any event within 90 days after the end of
each fiscal year of the Borrower, a consolidated balance sheet of the Borrower
and its Subsidiaries as at the end of such fiscal year, and the related
consolidated statements of income and cash flows for such fiscal year, setting
forth in each case in comparative form the figures for the previous fiscal year,
all in reasonable detail, audited and accompanied by a report and opinion of an
independent certified public accountant of nationally recognized standing
reasonably acceptable to the Majority Lenders, which report and opinion shall be
prepared in accordance with GAAP and shall not be subject to any qualifications
or exceptions as to the scope of the audit nor to any qualifications and
exceptions not reasonably acceptable to the Majority Lenders; and

      (b) as soon as available, but in any event within 45 days after the end of
each of the first three fiscal quarters of each fiscal year of the Borrower, a
consolidated balance sheet of the Borrower and its Subsidiaries as at the end of
such fiscal quarter, and the related consolidated statements of income and cash
flows for such fiscal quarter and for the portion of the Borrower's fiscal year
then ended, setting forth in each case in comparative form the figures for the
corresponding fiscal quarter of the previous fiscal year and the corresponding
portion of the previous fiscal year, all in reasonable detail and certified by a
Responsible Officer of the Borrower as fairly presenting the financial
condition, results of operations and cash flows of the Borrower and its
Subsidiaries in accordance with GAAP, subject only to normal year-end audit
adjustments and the absence of footnotes.

      SECTION 6.2 CERTIFICATES; OTHER INFORMATION. Deliver to the Administrative
Agent and each Lender, in form and detail satisfactory to the Administrative
Agent and the Majority Lenders: (a) concurrently with the delivery of the
financial statements referred to in Section 6.1(a), a certificate of its
independent certified public accountants certifying such financial statements
and stating that in making the examination necessary therefor no knowledge was
obtained of any Default or Event of Default or, if any such Default or Event of
Default shall exist, stating the nature and status of such event;

      (b) concurrently with the delivery of the financial statements referred to
in Sections 6.1(a) and (b), a duly completed Compliance Certificate signed by a
Responsible Officer of the Borrower;

      (c) promptly after requested by the Administrative Agent or any Lender,
copies of any detailed audit reports, management letters or recommendations
submitted to the board of directors (or the audit committee of the board of
directors) of the Borrower by independent accountants in connection with the
accounts or books of the Borrower or any Subsidiary, or any audit of any of
them;

      (d) promptly after the same are available, copies of each annual report,
proxy or financial statement or other report or communication sent to the
stockholders of the Borrower, and copies of all annual, regular, periodic and
special reports and registration statements which the Borrower may file or be
required to file with the Securities and Exchange Commission under Section 13 or
15(d) of the Securities Exchange Act of 1934, and not otherwise required to be
delivered to the Administrative Agent pursuant hereto;


                                       50
<PAGE>

      (e) upon the reasonable request of the Majority Lenders or the
Administrative Agent, a schedule of all oil, gas, and other mineral production
attributable to all material Oil and Gas Properties of the Borrower and the
Guarantors, and in any event all such Oil and Gas Properties included in the
Borrowing Base;

      (f) promptly, all title or other information received after the Closing
Date by the Borrower or any Guarantor which discloses any material defect in the
title to any material asset included in the Borrowing Base;

      (g) (A) as soon as available and in any event within 90 days after each
January 1, commencing with January 1, 2005, an annual reserve report as of each
such January 1 with respect to all Hydrocarbons attributable to the Oil and Gas
Properties of the Borrower and the Guarantors prepared by an independent
engineering firm of recognized standing acceptable to the Majority Lenders in
accordance with accepted industry practices and otherwise acceptable and in form
and substance satisfactory to the Majority Lenders, and including without
limitation all assets included in the Borrowing Base, and (B) within 90 days
after each July 1 commencing with July 1, 2004, a reserve report as of such July
1, with respect to all Hydrocarbons attributable to the Oil and Gas Properties
of the Borrower and the Guarantors prepared by the Borrower in accordance with
accepted industry practices and otherwise acceptable and in form and substance
satisfactory to the Majority Lenders, and including without limitation all
assets included in the Borrowing Base;

      (h) on or within 30 days after the request of the Administrative Agent or
the Majority Lenders, in connection with a redetermination of the Borrowing Base
permitted under Section 2.8 an updated reserve report with respect to all
Hydrocarbons attributable to the Oil and Gas Properties of the Borrower and the
Guarantors prepared by an independent engineering firm of recognized standing
acceptable to the Majority Lenders in accordance with accepted industry
practices and otherwise acceptable and in form and substance satisfactory to the
Majority Lenders, and including without limitation all assets included in the
Borrowing Base;

      (i) promptly, any management letter from the auditors for the Borrower or
any Guarantor and all other information respecting the business, properties or
the condition or operations, financial or otherwise, including, without
limitation, geological and engineering data of the Borrower or an Guarantor and
any title work with respect to any Oil and Gas Properties of the Borrower or any
Guarantor as any Bank may from time to time reasonably request;

      (j) at all times after the date ninety (90) days after the Closing Date,
if requested by the Majority Lenders, title opinions and other opinions of
counsel, in each case in form and substance acceptable to the Majority Lenders,
with respect to at least eighty (80%) percent of the value of the assets
included in the Borrowing Base; and

      (k) promptly, such additional information regarding the business,
financial or corporate affairs of the Borrower or any Subsidiary as the
Administrative Agent, at the request of any Lender, may from time to time
reasonably request.

      SECTION 6.3 NOTICES. Promptly notify the Administrative Agent and each
Lender:

      (a) of the occurrence of any Default or Event of Default;


                                       51
<PAGE>

      (b) of any matter that has resulted or may reasonably be expected to
result in a Material Adverse Effect, including (i) breach or non-performance of,
or any default under, a Contractual Obligation of the Borrower or any
Subsidiary; (ii) any dispute, litigation, investigation, proceeding or
suspension between the Borrower or any Subsidiary and any Governmental
Authority; or (iii) the commencement of, or any material development in, any
litigation or proceeding affecting any of the Borrower or any Subsidiary,
including pursuant to any applicable Environmental Laws;

      (c) of any litigation, investigation or proceeding affecting any Loan
Party in which the amount involved exceeds $10,000,000 or in which injunctive
relief or similar relief is sought, which relief, if granted, could be
reasonably expected to have a Material Adverse Effect;

      (d) of the occurrence of any ERISA Event; and

      (e) of any material change in accounting policies or financial reporting
practices by the Borrower or any Subsidiary.

      Each notice pursuant to this Section shall be accompanied by a statement
of a Responsible Officer of the Borrower setting forth details of the occurrence
referred to therein and stating what action the Borrower or the relevant
Subsidiary has taken and proposes to take with respect thereto. Each notice
pursuant to Section 6.3(a) shall describe with particularity any and all
provisions of this Agreement or other Loan Document that have been breached.

      SECTION 6.4 PAYMENT OF OBLIGATIONS. Pay and discharge as the same shall
become due and payable, all its obligations and liabilities, including (a) all
tax liabilities, assessments and governmental charges or levies upon it or its
properties or assets, unless the same are being contested in good faith by
appropriate proceedings and adequate reserves in accordance with GAAP are being
maintained by the Borrower or such Subsidiary; (b) all lawful claims which, if
unpaid, would by law become a Lien upon its property; and (c) all Indebtedness,
as and when due and payable, but subject to any subordination provisions
contained in any instrument or agreement evidencing such Indebtedness.

      SECTION 6.5 PRESERVATION OF EXISTENCE, ETC. Preserve, renew and maintain
in full force and effect its legal existence and good standing under the Laws of
the jurisdiction of its organization; take all reasonable action to maintain all
rights, privileges, permits, licenses and franchises necessary or desirable in
the normal conduct of its business, except in a transaction permitted by Section
7.4 or 7.5; and preserve or renew all of its registered patents, trademarks,
trade names and service marks, the non-preservation of which could reasonably be
expected to have a Material Adverse Effect.

      SECTION 6.6 MAINTENANCE OF PROPERTIES. (a) Maintain, preserve and protect
all of its material properties and equipment necessary in the operation of its
business in good working order and condition, ordinary wear and tear excepted;
(b) make all necessary repairs thereto and renewals and replacements thereof
except where the failure to do so could not reasonably be expected to have a
Material Adverse Effect; and (c) use the standard of care typical in the
industry in the operation and maintenance of its facilities.

      SECTION 6.7 MAINTENANCE OF INSURANCE. Maintain with financially sound and
reputable insurance companies not Affiliates of the Borrower, insurance with
respect to its properties


                                       52
<PAGE>

and business against loss or damage of the kinds customarily insured against by
Persons engaged in the same or similar business, of such types and in such
amounts as are customarily carried under similar circumstances by such other
Persons.

      SECTION 6.8 COMPLIANCE WITH LAWS. Comply in all material respects with the
requirements of all Laws applicable to it or to its business or property, except
in such instances in which (i) such requirement of Law is being contested in
good faith or a bona fide dispute exists with respect thereto; or (ii) the
failure to comply therewith could not be reasonably expected to have a Material
Adverse Effect.

      SECTION 6.9 BOOKS AND RECORDS. (a) Maintain proper books of record and
account, in which full, true and correct entries in conformity with GAAP
consistently applied shall be made of all financial transactions and matters
involving the assets and business of the Borrower or its Subsidiaries, as the
case may be; and (b) maintain such books of record and account in material
conformity with all applicable requirements of any Governmental Authority having
regulatory jurisdiction over the Borrower or any Subsidiary, as the case may be.

      SECTION 6.10 INSPECTION RIGHTS. Permit representatives and independent
contractors of the Administrative Agent and each Lender to visit and inspect any
of its properties, to examine its corporate, financial and operating records,
and make copies thereof or abstracts therefrom, and to discuss its affairs,
finances and accounts with its directors, officers, and independent public
accountants, all at the expense of the Borrower and at such reasonable times
during normal business hours and as often as may be reasonably desired, upon
reasonable advance notice to the Borrower; provided, however, that when an Event
of Default exists the Administrative Agent or any Lender (or any of their
respective representatives or independent contractors) may do any of the
foregoing at the expense of the Borrower at any time during normal business
hours and without advance notice.

      SECTION 6.11 COMPLIANCE WITH ERISA. Do, and cause each of its ERISA
Affiliates to do, each of the following: (a) maintain each Plan in compliance in
all material respects with the applicable provisions of ERISA, the Code and
other Federal or state law; (b) cause each Plan which is qualified under Section
401(a) of the Code to maintain such qualification; and (c) make all required
contributions to any Plan subject to Section 412 of the Code.

      SECTION 6.12 USE OF PROCEEDS. Use the proceeds of the Credit Extensions to
redeem 1999 Senior Notes and for working capital and other general corporate
purposes, in each case, in compliance with, and not in contravention of, Section
7.11, any Law, any Loan Document, or any other Contractual Obligation.

      SECTION 6.13 TITLE OPINIONS. Not later than ninety (90) days following the
Closing Date, the Borrower agrees to deliver, or to cause to be delivered, to
the Administrative Agent favorable title opinions in form and substance
satisfactory to the Administrative Agent addressed to the Lenders (or containing
an express statement providing that the Lenders may rely on such title opinions)
with respect to such of Borrower's and the Guarantor's Oil and Gas Properties as
the Administrative Agent shall reasonably determine or request and demonstrating
that the Borrower or a Guarantor, as applicable, has good and defensible title
to such properties and interests that is at least equal to the interest included
in the Initial Engineering Report, free and clear of all Liens (other than those
permitted by Section 7.1) and covering such other matters as the Administrative
Agent may reasonably request.


                                       53
<PAGE>

      SECTION 6.14 COGI REORGANIZATION. Promptly upon the consummation of the
COGI Reorganization, and in any event within thirty (30) days following the COGI
Reorganization, the Borrower shall, or shall cause COGI GP, COGI LP or COGI to,
satisfy each of the following conditions:

            (i) each of Borrower, COGI GP and COGI LP shall execute and deliver
      to the Administrative Agent on behalf of the Lenders, a Pledge Agreement,
      or an amendment or supplement to an existing Pledge Agreement, if
      appropriate, pursuant to which all of the outstanding equity interests in
      COGI GP, COGI LP and COGI, after giving effect to the COGI Reorganization,
      shall be pledged to the Administrative Agent on behalf of the Lenders,
      together with any certificates representing all equity interests so
      pledged, if any, and for each such certificate representing shares of
      stock, a stock power executed in blank;

            (ii) each of COGI GP and COGI LP shall execute and deliver to the
      Administrative Agent on behalf of the Lenders a Guaranty and a Security
      Agreement;

            (iii) COGI, after giving effect to the COGI Reorganization, shall
      execute and deliver a ratification, acceptance and acknowledgment of the
      Guaranty, Pledge Agreement and Security Agreement delivered by COGI
      pursuant to Section 4.1(a)(i);

            (iv) each of COGI GP, COGI LP and COGI shall execute and deliver a
      ratification of the Subordination Agreement previously delivered by the
      Loan Parties;

            (v) each of COGI GP, COGI LP and COGI shall execute and deliver or
      cause to be delivered to the Administrative Agent on behalf of the Lenders
      and the Issuing Bank all agreements, documents, instruments and other
      writings described in Section 4.1(a)(iii) and (iv) with respect to COGI
      GP, COGI LP and COGI; and

            (vi) Borrower shall deliver or cause to be delivered to the
      Administrative Agent on behalf of the Lenders and the Issuing Bank the
      opinions similar to those required by Section 4.1(a)(vi) with respect to
      COGI GP, COGI LP and COGI and the documents and agreements described in
      the preceding clauses (i) through (v) of this Section 6.14.

      SECTION 6.15 ADDITIONAL COVENANTS. If at any time the Borrower shall enter
into or be a party to any instrument or agreement, including all such
instruments or agreements in existence as of the date hereof and all such
instruments or agreements entered into after the date hereof, relating to or
amending any terms or conditions applicable to any of its Indebtedness which
includes covenants, terms, conditions or defaults not substantially provided for
in this Agreement or more favorable to the lender or lenders thereunder than
those provided for in this Agreement, then the Borrower shall promptly so advise
the Administrative Agent and the Lenders. Thereupon, if the Administrative Agent
shall request, upon notice to the Borrower, the Administrative Agent and the
Lenders shall enter into an amendment to this Agreement or an additional
agreement (as the Administrative Agent may request), providing for substantially
the same covenants, terms, conditions and defaults as those provided for in such
instrument or agreement to the extent required and as may be selected by the
Administrative Agent. In addition to the foregoing, any covenants, terms,
conditions or defaults in any existing agreements or other documents evidencing
or relating to any Indebtedness of the Borrower or any Guarantor (including
without limitation the Indenture Debt Documents) not substantially provided for
in this Agreement or more favorable to the holders of such


                                       54
<PAGE>

Indebtedness, are hereby incorporated by reference into this Agreement to the
same extent as if set forth fully herein, and no subsequent amendment, waiver or
modification thereof shall affect any such covenants, terms, conditions or
defaults as incorporated herein.

      SECTION 6.16 SECURITY.

      (a) The Security. The Obligations will be secured by the Security
Documents listed in the Security Schedule and any additional Security Documents
hereafter delivered by any Loan Party or any Affiliate of any Loan Party.

      (b) Agreement to Deliver Security Documents. The Borrower shall promptly
deliver, and to cause each of the Guarantors to deliver, to further secure the
Obligations, deeds of trust, mortgages, chattel mortgages, security agreements,
financing statements and other Security Documents in form and substance
satisfactory to the Administrative Agent for the purpose of granting,
confirming, and perfecting first and prior liens or security interests in (i)
prior to the occurrence of a Default (A) at least eighty percent (80%) of the
present value of the Borrower's and the Guarantors' Oil and Gas Properties
constituting proved reserves to which value is given in the determination of the
then current Borrowing Base, (B) after the occurrence of a Default, at least
ninety-five percent (95%) of the present value of the Borrower's and the
Guarantors' Oil and Gas Properties, (ii) all of the equity interests of the
Borrower or any Guarantor in any other Guarantor now owned or hereafter acquired
by the Borrower or any Guarantor, and (iii) all property of the Borrower or any
Guarantor of the type described in the Security Agreement attached hereto as
Exhibit I. The Borrower also agrees to deliver, or to cause to be delivered, to
the extent not already delivered, whenever requested by the Administrative Agent
in its sole and absolute discretion (a) favorable title information (including,
if reasonably requested by the Administrative Agent, title opinions) acceptable
to the Administrative Agent with respect to the Borrower's or any Guarantor's
Oil and Gas Properties constituting at least eighty percent (80%) of the present
value, determined by the Lenders in their sole and absolute discretion and in
accordance with their normal practices and standards for oil and gas loans as it
exists at the particular time, of the Borrower's and the Guarantors' properties
and demonstrating that the Borrower or a Guarantor, as applicable, have good and
defensible title to such properties and interests, free and clear of all Liens
(other than those permitted by Section 7.1) and covering such other matters as
the Administrative Agent may reasonably request and (b) favorable opinions of
counsel satisfactory to the Administrative Agent in its sole discretion opining
that the forms of Mortgage are sufficient to create valid first deed of trust or
mortgage liens in such properties and interests and first priority assignments
of and security interests in the Hydrocarbons attributable to such properties
and interests and proceeds thereof. In addition and not by way of limitation of
the foregoing, in the case of the Borrower or any Guarantor granting a Lien in
favor of the Administrative Agent upon any assets having a present value in
excess of $1,000,000 located in a new jurisdiction, the Borrower or Guarantor
will at its own expense, obtain and furnish to the Administrative Agent all such
opinions of legal counsel as the Administrative Agent may reasonably request in
connection with any such security or instrument.

      (c) Perfection and Protection of Security Interests and Liens. In addition
and not by way of limitation of the foregoing, the Borrower will from time to
time deliver, or cause to be delivered, to the Administrative Agent any
financing statements, continuation statements, extension agreements and other
documents, properly completed (and executed and acknowledged when required) by
the Borrower or appropriate Guarantor in form and substance satisfactory to the
Administrative Agent, which the Administrative Agent requests for the purpose of
perfecting, confirming, or protecting any


                                       55
<PAGE>

Liens or other rights in the collateral securing any Obligations. In addition to
the foregoing, the Borrower hereby authorizes, and shall cause each Guarantor to
authorize, the Administrative Agent, on behalf of the Issuing Bank and the
Lenders, to file in the appropriate filing office pursuant to applicable Law
such financing statements, assignments and continuation statements as the
Administrative Agent shall deem necessary or desirable for the purpose of
perfecting, confirming, or protecting any Liens or other rights in the
collateral securing any Obligations without the signature of the Borrower or any
Guarantor.

      (d) Additional Subsidiaries. Within thirty (30) Business Days after the
Borrower or any Subsidiary creates, acquires or otherwise forms a Subsidiary,
the Borrower shall:

            (i) execute and deliver, or cause the Person owning all of the
      outstanding equity interests in such Subsidiary to execute and deliver, as
      applicable, to the Administrative Agent on behalf of the Lenders, a Pledge
      Agreement, or an amendment or supplement to an existing Pledge Agreement,
      if appropriate, pursuant to which all of the outstanding equity interests
      in such Subsidiary shall be pledged to the Administrative Agent on behalf
      of the Lenders, together with any certificates representing all equity
      interests so pledged, if any, and for each such certificate representing
      shares of stock, a stock power executed in blank;

            (ii) cause such Subsidiary to execute and deliver to the
      Administrative Agent on behalf of the Lenders (i) a Guaranty, (ii) a
      ratification and acceptance of the Subordination Agreement, (iii) an
      agreement substantially similar to the Security Documents executed and
      delivered on the Closing Date and (iv) a Mortgage as to all Oil and Gas
      Properties containing any proved Hydrocarbon reserves owned or leased by
      such Subsidiary;

            (iii) cause such Subsidiary to execute and deliver to the
      Administrative Agent on behalf of the Lenders and the Issuing Bank, or to
      authorize the Administrative Agent to file or record without such
      Subsidiary's signature, appropriate financing statements covering the
      collateral of such Subsidiary described in the Security Documents required
      to be delivered pursuant to the foregoing clauses (i) or (ii);

            (iv) deliver or cause to be delivered to the Administrative Agent on
      behalf of the Lenders and the Issuing Bank all agreements, documents,
      instruments and other writings of the type described in Section
      4.1(a)(iii), (iv) and (vi) with respect to such Subsidiary and opinions of
      counsel acceptable to the Administrative Agent and in form and substance
      satisfactory to the Administrative Agent covering the matters covered by
      the opinions delivered on the Closing Date with respect to such
      Subsidiary; and

            (v) deliver or cause to be delivered to the Administrative Agent on
      behalf of the Lenders all such information regarding the condition
      (financial or otherwise), business and operations of such Subsidiary as
      the Administrative Agent, or the Issuing Bank or any Lender through the
      Administrative Agent, may reasonably request.

      (e) Production Proceeds. Notwithstanding that, by the terms of the various
Security Documents, the Loan Parties are and will be assigning to the
Administrative Agent, the Issuing Bank and the Lenders all of the "Production"
(as defined therein) and the proceeds therefrom accruing to the properties
covered thereby, so long as no Event of Default has occurred, the Loan Parties
may continue to receive from the purchasers of production all such Production
Proceeds, subject,


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<PAGE>

however, to the Liens created under the Security Documents, which Liens are
hereby affirmed and ratified. Upon the occurrence of an Event of Default, the
Administrative Agent, the Issuing Bank and the Lenders may exercise all rights
and remedies granted under the Security Documents, including the right to obtain
possession of all Production Proceeds then held by any Loan Party or to receive
directly from the purchasers of production all other Production Proceeds. In no
case shall any failure, whether purposeful or inadvertent, by the Administrative
Agent, the Issuing Bank or the Lenders to collect directly any such Production
Proceeds constitute in any way a waiver, remission or release of any of its or
their rights under the Security Documents, nor shall any release of any
Production Proceeds by the Administrative Agent or Lenders to any Loan Party
constitute a waiver, remission, or release of any other Production Proceeds or
of any rights of the Administrative Agent, the Issuing Bank or the Lenders to
collect other Production Proceeds thereafter.

      SECTION 6.17 CANCELED 1999 SENIOR NOTES. The Borrower shall deliver, or
cause to be delivered, to the Administrative Agent with respect to Borrower's
redemption of any 1999 Senior Notes, within twenty (20) days of such redemption,
an acknowledgment of the Trustee (as defined in the 1999 Senior Notes Indenture)
that those 1999 Senior Notes redeemed shall have been canceled (and not reissued
or replaced) in accordance with the 1999 Senior Notes Indenture.

      SECTION 6.18 LIMITATION ON HEDGES. The Borrower shall not, and shall not
permit any Subsidiary of the Borrower to, enter into any commodity hedging or
derivative transactions except Hedge Agreements related to bona fide hedging
activities of the Borrower in an aggregate notional amount not to exceed, with
respect to any future calendar quarter, 100% of the Borrower's projected
production of oil (for oil related transactions) and 100% of the Borrower's
projected production of natural gas (for natural gas related transactions), in
each case from the Borrower's Oil and Gas Properties.

                                  ARTICLE VII.
                               NEGATIVE COVENANTS

      So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, the Borrower shall not, and the Borrower shall not
permit any Subsidiary to, directly or indirectly:

      SECTION 7.1 LIENS. Create, incur, assume or suffer to exist, any Lien upon
any of its property, assets or revenues, whether now owned or hereafter
acquired, other than the following:

      (a) Liens existing pursuant to any Loan Document;

      (b) Liens existing on the date hereof and listed on Schedule 7.1 and any
renewals or extensions thereof, provided that the property covered thereby is
not increased and any renewal or extension of the obligations secured or
benefited thereby is permitted by Section 7.3(b);

      (c) Liens for taxes not yet due or which are being contested in good faith
and by appropriate proceedings, if adequate reserves with respect thereto are
maintained on the books of the applicable Person in accordance with GAAP;

      (d) carriers', warehousemen's, mechanics', materialmen's, repairmen's or
other like Liens arising in the ordinary course of business which are not
overdue for a period of more than 30


                                       57
<PAGE>

days or which are being contested in good faith and by appropriate proceedings,
if adequate reserves with respect thereto are maintained on the books of the
applicable Person;

      (e) pledges or deposits in the ordinary course of business in connection
with workers' compensation, unemployment insurance and other social security
legislation, other than any Lien imposed by ERISA;

      (f) deposits to secure the performance of bids, trade contracts (other
than for borrowed money), leases, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in the
ordinary course of business;

      (g) easements, rights-of-way, restrictions and other similar encumbrances
affecting real property which, in the aggregate, are not substantial in amount,
and which do not in any case materially detract from the value of the property
subject thereto or materially interfere with the ordinary conduct of the
business of the applicable Person; and

      (h) Liens existing pursuant to a Subordinate Mortgage.

      SECTION 7.2 INVESTMENTS. Make any Investments, except:

      (a) Investments other than those permitted by subsections (b) through (h)
existing on the date hereof and listed on Schedule 7.2;

      (b) Investments held by the Borrower or such Subsidiary in the form of
cash equivalents;

      (c) advances to officers, directors and employees of the Borrower or
Subsidiary in an aggregate amount not to exceed $50,000 at any time outstanding,
for travel, entertainment, relocation and analogous ordinary business purposes;

      (d) Investments constituting contributions of capital (but not loans or
advances) made by the Borrower or any Guarantor in another Guarantor and
Investments constituting a loans or advances by the Borrower in any Guarantor,
provided that such Investment constituting a loan or advance shall be evidenced
by a Pledged Note pursuant to a Pledge Agreement;

      (e) Guaranty Obligations permitted by Section 7.3;

      (f) Investments permitted by Section 7.4;

      (g) Investments by the Borrower necessary to effectuate the COGI
Reorganization; and

      (h) Investments by the Borrower or any Guarantor in any other Person,
provided that all such Investments made after the Closing Date do not exceed
$10,000,000 in the aggregate at any time; provided that such Investment shall
not violate Section 7.8, and provided, further, that the Borrower shall, or
shall cause such other Person to, comply with the provisions of Section 6.16(d)
in accordance therewith; and provided, further, that both before and after
giving effect to such Investment (on a pro forma basis acceptable to the
Administrative Agent) no Default or Event of Default shall have occurred and be
continuing and all representations and warranties contained in Article V hereof
shall be true and correct in all material respects as if made both immediately
before and immediately after the time of such Investment.


                                       58
<PAGE>

      SECTION 7.3 INDEBTEDNESS. Create, incur, assume or suffer to exist any
Indebtedness, except:

      (a) Indebtedness under the Loan Documents;

      (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.3
and any refinancings, refundings, renewals or extensions thereof; provided that
the amount of such Indebtedness is not increased at the time of such
refinancing, refunding, renewal or extension except by an amount equal to a
reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such refinancing;

      (c) Guaranty Obligations of the Borrower or any Subsidiary in respect of
Indebtedness otherwise permitted hereunder of the Borrower or any wholly-owned
Subsidiary provided all such Indebtedness shall be evidenced by Pledged Notes
(as described in the Pledged Agreements) which shall have been pledged the
Administrative Agent in accordance with the Pledge Agreements;

      (d) obligations (contingent or otherwise) of the Borrower or any
Subsidiary existing or arising under any Hedging Agreement with any Lender or
any Person with an investment grade debt rating acceptable to the Administrative
Agent at the time such Hedging Agreement is entered into or any other Person
acceptable to the Administrative Agent, provided that (i) such obligations are
(or were) entered into by such Person in the ordinary course of business for the
purpose of directly mitigating risks associated with liabilities, commitments,
investments, assets, or property held or reasonably anticipated by such Person,
or changes in the value of securities issued by such Person and not for purposes
of speculation or taking a "market view;" and (ii) such Hedging Agreement does
not contain any provision exonerating the non-defaulting party from its
obligation to make payments on outstanding transactions to the defaulting party;

      (e) Unsecured Indebtedness in an aggregate principal amount not to exceed
$10,000,000 at any time outstanding;

      (f) Indebtedness of Borrower outstanding under the Indenture Debt
Documents, provided that the principal amount of any Indebtedness outstanding
under the Indenture Debt Documents shall not exceed $197,332,000 at any time
(except by an amount equal to a reasonable premium or other reasonable amount
paid, and fees and expenses reasonably incurred, in connection with any
refinancing, refunding, renewal or extension of the facilities described in the
Indenture Debt Documents);

      (g) Indebtedness constituting intercompany loans or advances owing by a
Guarantor to the Borrower evidenced by a Pledged Note; and

      (h) Unsecured insurance premium financing in the ordinary course of
business.

      SECTION 7.4 FUNDAMENTAL CHANGES. Merge, consolidate with or into, or
convey, transfer, lease or otherwise dispose of (whether in one transaction or
in a series of related transactions) all or substantially all of its assets
(whether now owned or hereafter acquired) to or in favor of any Person, except
that, so long as no Default or Event of Default exists or would result
therefrom:


                                       59
<PAGE>

      (a) any Subsidiary may merge with (i) the Borrower, provided that the
Borrower shall be the continuing or surviving Person, or (ii) any one or more
Subsidiaries, provided that when any wholly-owned Subsidiary is merging with
another Subsidiary, the wholly-owned Subsidiary shall be the continuing or
surviving Person;

      (b) any Subsidiary may sell all or substantially all of its assets (upon
voluntary liquidation or otherwise), to the Borrower or to another Subsidiary;
provided that if the seller in such a transaction is a wholly-owned Subsidiary,
then the purchaser must also be a wholly-owned Subsidiary; and

      (c) the COGI Reorganization.

      SECTION 7.5 DISPOSITIONS. Make any Disposition or enter into any agreement
to make any Disposition, except:

      (a) Dispositions of obsolete or worn out property, whether now owned or
hereafter acquired, in the ordinary course of business;

      (b) Dispositions of inventory in the ordinary course of business;

      (c) Dispositions of property by any Subsidiary to the Borrower or to a
wholly-owned Subsidiary;

      (d) Dispositions permitted by Section 7.4; and

      (e) if no Default or Event of Default exists either before or after such
Disposition or would result therefrom, other sales of assets that, when
aggregated with any other Disposition made pursuant to this Section 7.5(e)
between the most recent and the next succeeding regularly schedule
redeterminations of the Borrowing Base, have a fair market value not exceeding
ten percent (10%) of the Borrowing Base in effect at the time of such
Disposition, provided that, in connection with any such sales of assets included
in the most recently delivered Engineering Report having a fair market value in
excess of five percent (5%) of the Borrowing Base in effect at the time of such
Disposition, the Borrowing Base shall automatically be reduced concurrently with
such Disposition in an amount equal to such excess;

      provided, however, that any Disposition pursuant to this Section 7.5 shall
be for fair market value.

      SECTION 7.6 RESTRICTED PAYMENTS. Declare or make, directly or indirectly,
any Restricted Payment, or incur any obligation (contingent or otherwise) to do
so, except that:

      (a) each Subsidiary may make Restricted Payments, directly or indirectly,
to the Borrower or a Guarantor;

      (b) Borrower may declare and make dividend payments or other distributions
payable solely in the common stock of Borrower;

      (c) the Borrower and each Subsidiary may purchase, redeem or otherwise
acquire shares of its common stock or warrants or options to acquire any such
shares (i) with the proceeds received from the substantially concurrent issue of
new shares of its common stock or (ii) if such purchases,


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<PAGE>

redemptions, acquisitions or defeasances together with all other Restricted
Payments made hereunder do not exceed $25,000,000 for all such Restricted
Payments made since the Closing Date;

      (d) other Restricted Payments that, when aggregated with all Optional
Indebtedness Payments made pursuant to Section 7.12(b), if any, do not exceed
$10,000,000 in aggregate amount since the Closing Date; provided that both
before and after giving effect to such Restricted Payment, as applicable, (on a
pro forma basis acceptable to the Administrative Agent) no Default or Event of
Default shall have occurred and be continuing and all representations and
warranties contained in Article V hereof shall be true and correct in all
material respects as if made at the time of such Restricted Payment;

provided, however, that notwithstanding the foregoing, no Restricted Payment
(other than Restricted Payments pursuant to clause (a)) shall be made at any
time when the Outstanding Amount exceeds, or would exceed after giving effect to
any Credit Extension the proceeds of which are used (or are intended to be used)
to fund any portion of such Restricted Payment, 80% of the Aggregate
Commitments; and further provided, however, that the Borrower will not issue any
Disqualified Stock.

      SECTION 7.7 ERISA. At any time engage in a transaction which could be
subject to Section 4069 or 4212(c) of ERISA, or permit any Plan to (a) engage in
any non-exempt "prohibited transaction" (as defined in Section 4975 of the
Code); (b) fail to comply with ERISA or any other applicable Laws; or (c) incur
any material "accumulated funding deficiency" (as defined in Section 302 of
ERISA), which, with respect to each event listed above, could be reasonably
expected to have a Material Adverse Effect.

      SECTION 7.8 CHANGE IN NATURE OF BUSINESS. Engage in any material line of
business substantially different from those lines of business conducted by the
Borrower and its Subsidiaries on the date hereof.

      SECTION 7.9 TRANSACTIONS WITH AFFILIATES. Enter into any transaction of
any kind with any Affiliate of the Borrower (including without limitation, the
purchase from, sale to, or exchange of property with, or the rendering of any
service by or from, any Affiliate), except in the ordinary course of, and
pursuant to the reasonable requirements of, the Borrower's or any Guarantor's
business and upon fair and reasonable terms no less favorable to the Borrower or
such Guarantor than would be obtained in a comparable arms-length transaction
with a Person other than an Affiliate provided such transactions are otherwise
permitted hereunder.

      SECTION 7.10 BURDENSOME AGREEMENTS. Enter into any Contractual Obligation
that limits the ability (a) of any Subsidiary to make Restricted Payments to the
Borrower or any Guarantor or to otherwise transfer property to the Borrower or
any Guarantor or (b) of the Borrower or any Subsidiary to create, incur, assume
or suffer to exist Liens on property of such Person, in each case, other than
Contractual Obligations pursuant to the Indenture Debt Documents to the extent
listed in Schedule 7.10.

      SECTION 7.11 USE OF PROCEEDS. Use the proceeds of any Credit Extension,
whether directly or indirectly, and whether immediately, incidentally or
ultimately, to purchase or carry margin stock (within the meaning of Regulation
U of the Board) or to extend credit to others for the


                                       61
<PAGE>

purpose of purchasing or carrying margin stock or to refund indebtedness
originally incurred for such purpose.

      SECTION 7.12 PAYMENTS AND MODIFICATION OF INDENTURE DEBT DOCUMENTS. Make,
or permit any Subsidiary to make, any optional payment or prepayment of
principal of, or make any payment of interest on, any Indebtedness on any day
other than the stated, scheduled date for such payment or prepayment set forth
in the documents and instruments memorializing such Indebtedness, or defease
(whether a covenant defeasance, legal defeasance or other defeasance), prepay or
redeem any of Indebtedness or enter into any agreement or arrangement providing
for any defeasance of any kind of any Indebtedness, or make any deposit for any
of the foregoing purposes (all of the foregoing defined herein as "Optional
Indebtedness Payments"), except (a) the redemption at any time and from time to
time of 1999 Senior Notes in accordance with the 1999 Senior Notes Indenture,
and (b) such other Optional Indebtedness Payments that, when aggregated with all
Restricted Payments made pursuant to Section 7.6(d), if any, do not exceed
$25,000,000 in aggregate amount since the Closing Date, provided that both
before and after giving effect to any Optional Indebtedness Payment (on a pro
forma basis acceptable to the Administrative Agent) no Default or Event of
Default shall have occurred and be continuing and all representations and
warranties contained in Article V hereof shall be true and correct in all
material respects as if made at the time of the applicable Optional Indebtedness
Payment, and further provided, that the Borrower shall not make any Optional
Indebtedness Payments permitted by clause (b) above at any time when the
Outstanding Amount exceeds, or would exceed after giving effect to any Credit
Extension the proceeds of which are used (or are intended to be used) to fund
any portion of any Optional Indebtedness Payments, 80% of the Aggregate
Commitments, or amend or modify, or consent or agree to any amendment or
modification of, any Indenture Debt Document.

      SECTION 7.13 FINANCIAL COVENANTS.

      (a) Minimum Tangible Net Worth. Permit or suffer the Consolidated Tangible
Net Worth of Borrower and its Subsidiaries, at any time, to be less than the sum
of (i) $200,000,000, plus (ii) 50% of Consolidated Net Income for each fiscal
year, commencing with the fiscal year ending December 31, 2003, and to be added
as of the last day of such fiscal quarter and each such fiscal year (provided
that if such Consolidated Net Income is negative in such fiscal quarter or in
any fiscal year, the amount added pursuant to this clause (ii) shall be zero and
shall not reduce the amount added pursuant to this clause (ii) for any other
fiscal year), plus (iii) 75% of the net cash proceeds of any equity offering or
other sale of capital stock of Borrower or any of its Subsidiaries, other than
net cash proceeds in an aggregate amount per fiscal year not to exceed
$2,500,000 received by Borrower in connection with the exercising of stock
options; provided that for purposes of calculating Consolidated Tangible Net
Worth and Consolidated Net Income, the Borrower shall exclude (x) any ceiling
test write-down and impairment write-downs required by GAAP or by the Securities
and Exchange Commission, (y) any non-cash charges or losses and any non-cash
income or gains, in each case described in, and calculated pursuant to,
Financial Accounting Standards Board Statements of Financial Accounting
Standards No. 133, but shall expressly include any cash charges or payments in
respect of the termination of any Hedging Agreement and (z) any charges
associated with the extinguishment of the 1999 Senior Notes.

      (b) Current Ratio. Permit or suffer the ratio of (i) sum of Current Assets
plus the unused availability under this Agreement, to (ii) Current Liabilities,
to be less than 1.0 to 1.0 at any time; provided that the calculation of Current
Assets and Current Liabilities for purposes of this


                                       62
<PAGE>

Section 7.13(b) shall exclude any non-cash Current Assets and Current
Liabilities, in each cased described in, and calculated pursuant to, Financial
Accounting Standards Board Statements of Financial Accounting Standards No. 133,
but shall expressly include any Current Assets or Current Liabilities in respect
of, or arising from, the termination of any Hedging Agreement.

                                  ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

      SECTION 8.1 EVENTS OF DEFAULT. Any of the following shall constitute an
Event of Default:

      (a) Non-Payment. The Borrower fails to pay within two (2) Business Days
after the same becomes due any amount of principal of any Loan or any L/C
Obligation, or any interest on any Loan or on any L/C Obligation, or any
commitment fee or other fee due hereunder, or any other amount payable hereunder
or under any other Loan Document; or

      (b) Specific Covenants. The Borrower fails to perform or observe any term,
covenant or agreement contained in any of Sections 6.3, 6.5, 6.7, 6.10, 6.12,
6.13, or 6.16 or Article VII; or

      (c) Other Defaults. Any Loan Party fails to perform or observe any other
covenant or agreement (not specified in subsection (a) or (b) above) contained
in any Loan Document on its part to be performed or observed and such failure
continues for 30 days after written notice to the Borrowers; or

      (d) Representations and Warranties. Any representation or warranty made or
deemed made by the Borrower or any other Loan Party herein, in any other Loan
Document, or in any certificate or document delivered in connection herewith or
therewith proves to have been incorrect in any material respect when made or
deemed made; or

      (e) Cross-Default. (i) Any Loan Party (A) fails to make any payment when
due (whether by scheduled maturity, required prepayment, acceleration, demand,
or otherwise) in respect of any Indebtedness or Guaranty Obligation having an
aggregate principal amount (including undrawn or available amounts and including
amounts owing to all creditors under any combined or syndicated credit
arrangement) of more than $15,000,000, or (B) fails to observe or perform any
other agreement or condition relating to any such Indebtedness or Guaranty
Obligation or contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event occurs, the effect of which default or
other event is to cause, or to permit the holder or holders of such Indebtedness
or the beneficiary or beneficiaries of such Guaranty Obligation (or a trustee or
agent on behalf of such holder or holders or beneficiary or beneficiaries) to
cause, with the actual giving of notice if required, such Indebtedness to be
demanded or to become due or to be repurchased or redeemed (automatically or
otherwise) prior to its stated maturity, or such Guaranty Obligation to become
payable or cash collateral in respect thereof to be demanded; or

      (f) Insolvency Proceedings, Etc. Any Loan Party institutes or consents to
the institution of any proceeding under any Debtor Relief Law, or makes an
assignment for the benefit of creditors; or applies for or consents to the
appointment of any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer for it or for all or any material part of its
property; or any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer is appointed


                                       63
<PAGE>

without the application or consent of such Loan Party and the appointment
continues undischarged or unstayed for 30 calendar days; or any proceeding under
any Debtor Relief Law relating to any such Person or to all or any part of its
property is instituted without the consent of such Person and continues
undismissed or unstayed for 30 calendar days, or an order for relief is entered
in any such proceeding; or

      (g) Inability to Pay Debts; Attachment. (i) Any Loan Party becomes unable
or admits in writing its inability or fails generally to pay its debts as they
become due, or (ii) any writ or warrant of attachment or execution or similar
process is issued or levied against all or any material part of the property of
any such Loan Party and is not released, vacated or fully bonded within 30 days
after its issue or levy; or

      (h) Judgments. There is entered against the Borrower or any Guarantor (i)
one or more final judgments or orders for the payment of money which together
with other such judgments or orders exceeds the aggregate amount of $15,000,000
(to the extent not covered by independent third-party insurance as to which the
insurer does not dispute coverage), or (ii) any non-monetary final judgment that
has, or would reasonably be expected to have, a Material Adverse Effect and, in
either case, (A) enforcement proceedings are commenced by any creditor upon such
judgment or order, or (B) there is a period of 30 consecutive days during which
a stay of enforcement of such judgment, by reason of a pending appeal or
otherwise, is not in effect; or

      (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result
in liability of any Loan Party under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC, or (ii) any Loan Party or any ERISA Affiliate
fails to pay when due, after the expiration of any applicable grace period, any
installment payment with respect to its withdrawal liability under Section 4201
of ERISA under a Multiemployer Plan; or

      (j) Event of Default Under Other Loan Document. Any event of default
described in any Security Document or any other Loan Document shall have
occurred and be continuing, or any material provision of any Security Agreement
or any other Loan Document shall at any time for any reason cease to be valid,
binding and enforceable against any Loan Party that is an obligor thereunder; or

      (k) Invalidity of Loan Documents. Any Loan Document, at any time after its
execution and delivery and for any reason other than the agreement of all the
Lenders or satisfaction in full of all the Obligations, ceases to be in full
force and effect, or is declared by a court of competent jurisdiction to be null
and void, invalid or unenforceable in any respect; or any Loan Party denies that
it has any or further liability or obligation under any Loan Document, or
purports to revoke, terminate or rescind any Loan Document; or

      (l) Change of Control. There occurs any Change of Control with respect to
any of the Borrower or any Subsidiary; or, so long as there are any 1999 Senior
Notes outstanding, there occurs any "Change in Control," "Change of Control" or
similar term as defined in the 1999 Senior Notes Indenture; or there occurs any
"Change of Control Triggering Event" as defined in the 2004 Senior Notes
Indenture; or


                                       64
<PAGE>

      (m) Material Adverse Effect. There occurs any event or circumstance that
has a Material Adverse Effect which Material Adverse Effect shall not have been
cured within 30 days following notice from the Administrative Agent.

      SECTION 8.2 REMEDIES UPON EVENT OF DEFAULT. If any Event of Default
occurs, the Administrative Agent shall, at the request of, or may, with the
consent of, the Majority Lenders,

      (a) declare the commitment of each Lender to make Loans and any obligation
of the Issuing Bank to make L/C Credit Extensions to be terminated, whereupon
such commitments and obligation shall be terminated;

      (b) declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by the Borrower;

      (c) require that the Borrower Cash Collateralize the L/C Obligations (in
an amount equal to the then Outstanding Amount thereof); and

      (d) exercise on behalf of itself and the Lenders all rights and remedies
available to it and the Lenders under the Loan Documents or applicable law,
including, without limitation, the enforcement of the Administrative Agent's and
the Lenders' rights either by suit in equity, or by action at law, or by other
appropriate proceedings, whether for the specific performance (to the extent
permitted by law) of any covenant or agreement contained in this Agreement or in
any then outstanding Note or any Security Document or in aid of the exercise of
any power granted in this Agreement or in any then outstanding Note or any
Security Document;

provided, however, that upon the occurrence of any event specified in subsection
(f) of Section 8.1, the obligation of each Lender to make Loans and any
obligation of the Issuing Bank to make L/C Credit Extensions shall automatically
terminate, the unpaid principal amount of all outstanding Loans and all interest
and other amounts as aforesaid shall automatically become due and payable, and
the obligation of the Borrower to Cash Collateralize the L/C Obligations as
aforesaid shall automatically become effective, in each case without further act
of the Administrative Agent or any Lender.

      SECTION 8.3 DISTRIBUTION OF PROCEEDS. All proceeds of any realization on
the Collateral received by the Administrative Agent pursuant to the Security
Documents or any payments on any of the liabilities secured by the Security
Documents received by the Administrative Agent or any Lender upon and during the
continuance of any Event of Default shall be allocated and distributed as
follows (and with respect to any contingent obligation shall be held as cash
collateral for application as follows):

      (a) First, to the payment of all costs and expenses, including without
limitation all attorneys' fees, of the Administrative Agent in connection with
the enforcement of the Security Documents and otherwise administering this
Agreement;

      (b) Second, to the payment of all costs, expenses and fees, including
without limitation, commitment fees, letter of credit fees and attorneys' fees,
owing to the Issuing Bank and the Lenders pursuant to the Obligations on a pro
rata basis in accordance with the Obligations consisting of fees,


                                       65
<PAGE>

costs and expenses owing to the Issuing Bank and the Lenders under the
Obligations for application to payment of such liabilities;

      (c) Third, to the Issuing Bank and the Lenders on a pro rata basis in
accordance with the Obligations consisting of interest and principal owing to
the Lenders under the Obligations, together with any obligations owing to any
Lender or any Affiliate of a Lender pursuant to any Hedging Agreement to which
it is a party (whether pursuant to a termination thereof or otherwise) and any
reimbursement obligations or other liabilities owing to any Lender with respect
to any Letter of Credit or any application for a Letter of Credit, for
application to payment of such liabilities;

      (d) Fourth, to the payment of any and all other amounts owing to the
Administrative Agent, the Issuing Bank and the Lenders on a pro rata basis in
accordance with the total amount of such Indebtedness owing to each of the
Lenders, for application to payment of such liabilities; and

      (e) Fifth, to the Borrower or such other Person as may be legally entitled
thereto.

                                   ARTICLE IX.
                              ADMINISTRATIVE AGENT

      SECTION 9.1 APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT.

      (a) Each Lender hereby irrevocably (subject to Section 9.9) appoints,
designates and authorizes the Administrative Agent to take such action on its
behalf under the provisions of this Agreement and each other Loan Document and
to exercise such powers and perform such duties as are expressly delegated to it
by the terms of this Agreement or any other Loan Document, together with such
powers as are reasonably incidental thereto. Notwithstanding any provision to
the contrary contained elsewhere herein or in any other Loan Document, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, nor shall the Administrative Agent have or be deemed
to have any fiduciary relationship with any Lender or participant, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Administrative Agent. Without limiting the
generality of the foregoing sentence, the use of the term "agent" herein and in
the other Loan Documents with reference to the Administrative Agent is not
intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable law. Instead, such term is used
merely as a matter of market custom, and is intended to create or reflect only
an administrative relationship between independent contracting parties. Each
Lender hereby agrees to assert no claim against the Administrative Agent on any
agency theory or any other theory of liability for breach of fiduciary duty, all
of which claims are hereby expressly waived by each Lender.

      (b) The Issuing Bank shall act on behalf of the Lenders with respect to
any Letters of Credit issued by it and the documents associated therewith until
such time (and except for so long) as the Administrative Agent may agree at the
request of the Majority Lenders to act for the Issuing Bank with respect
thereto; provided, however, that the Issuing Bank shall have all of the benefits
and immunities (i) provided to the Administrative Agent in this Article IX with
respect to any acts taken or omissions suffered by the Issuing Bank in
connection with Letters of Credit issued by it or proposed to be issued by it
and the application and agreements for letters of credit pertaining to the
Letters of Credit as fully as if the term "Administrative Agent" as used in this
Article IX included the


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Issuing Bank with respect to such acts or omissions, and (ii) as additionally
provided herein with respect to the Issuing Bank.

      SECTION 9.2 DELEGATION OF DUTIES. The Administrative Agent may execute any
of its duties under this Agreement or any other Loan Document by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of
counsel and other consultants or experts concerning all matters pertaining to
such duties. The Administrative Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects in the
absence of gross negligence or willful misconduct.

      SECTION 9.3 LIABILITY OF ADMINISTRATIVE AGENT. No Agent-Related Person
shall (a) be liable for any action taken or omitted to be taken by any of them
under or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or willful
misconduct in connection with its duties expressly set forth herein), or (b) be
responsible in any manner to any Lender or participant for any recital,
preliminary statement, statement, representation or warranty made by any Loan
Party or any officer thereof, contained herein or in any other Loan Document, or
in any certificate, report, statement or other document referred to or provided
for in, or received by the Administrative Agent under or in connection with,
this Agreement or any other Loan Document, or the validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document, or for any failure of any Loan Party or any other party to any Loan
Document to perform its obligations hereunder or thereunder. No Agent-Related
Person shall be under any obligation to any Lender or participant to ascertain
or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan Document, or to
inspect the properties, books or records of any Loan Party or any Affiliate
thereof.

      SECTION 9.4 RELIANCE BY ADMINISTRATIVE AGENT.

      (a) The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any writing, communication, signature, resolution,
representation, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons, and upon advice and statements of
legal counsel (including counsel to any Loan Party), independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent
shall be fully justified in failing or refusing to take any action under any
Loan Document unless it shall first receive such advice or concurrence of the
Majority Lenders as it deems appropriate and, if it so requests, it shall first
be indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action. The Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement or any
other Loan Document in accordance with a request or consent of the Majority
Lenders or all the Lenders, if required hereunder, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and participants. Where this Agreement expressly permits or prohibits an
action unless the Majority Lenders otherwise determine, the Administrative Agent
shall, and in all other instances, the Administrative Agent may, but shall not
be required to, initiate any solicitation for the consent or a vote of the
Lenders.


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      (b) For purposes of determining compliance with the conditions specified
in Section 4.1, each Lender that has signed this Agreement shall be deemed to
have consented to, approved or accepted or to be satisfied with, each document
or other matter either sent by the Administrative Agent to such Lender for
consent, approval, acceptance or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to a Lender.

      SECTION 9.5 NOTICE OF DEFAULT. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default, except with respect to defaults in the payment of principal, interest
and fees required to be paid to the Administrative Agent for the account of the
Lenders, unless the Administrative Agent shall have received written notice from
a Lender or the Borrower referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a "notice of default." The
Administrative Agent will notify the Lenders of its receipt of any such notice.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as may be directed by the Majority Lenders in accordance with
Article VIII; provided, however, that unless and until the Administrative Agent
has received any such direction, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable or in the best
interest of the Lenders.

      SECTION 9.6 CREDIT DECISION; DISCLOSURE OF INFORMATION BY ADMINISTRATIVE
AGENT. Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereinafter taken, including any consent to and acceptance of any assignment or
review of the affairs of any Loan Party or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any Lender as to any matter, including whether Agent-Related Persons have
disclosed material information in their possession. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their respective Subsidiaries, and all
applicable bank or other regulatory Laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and
to extend credit to the Borrower hereunder. Each Lender also represents that it
will, independently and without reliance upon any Agent-Related Person and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and the other Loan Parties. Except for notices,
reports and other documents expressly required to be furnished to the Lenders by
the Administrative Agent herein, the Administrative Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of any of the Loan Parties or any of
their respective Affiliates which may come into the possession of any
Agent-Related Person.

      SECTION 9.7 INDEMNIFICATION OF ADMINISTRATIVE AGENT. Whether or not the
transactions contemplated hereby are consummated, the Lenders shall indemnify
upon demand each Agent-Related Person (to the extent not reimbursed by or on
behalf of any Loan Party and without limiting the obligation of any Loan Party
to do so), pro rata, and hold harmless each Agent-Related


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Person from and against any and all Indemnified Liabilities incurred by it
(INCLUDING ANY AND ALL INDEMNIFIED LIABILITIES ARISING OUT OF, IN ANY WAY
RELATING TO, OR RESULTING FROM SUCH AGENT-RELATED PARTY'S OWN NEGLIGENCE);
provided, however, that no Lender shall be liable for the payment to any
Agent-Related Person of any portion of such Indemnified Liabilities resulting
from such Agent-Related Person's gross negligence or willful misconduct;
provided, however, that no action taken in accordance with the directions of the
Majority Lenders shall be deemed to constitute gross negligence or willful
misconduct for purposes of this Section. Without limitation of the foregoing,
each Lender shall reimburse the Administrative Agent upon demand for its ratable
share of any costs or out-of-pocket expenses (including Attorney Costs) incurred
by the Administrative Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, any other Loan
Document, or any document contemplated by or referred to herein, to the extent
that the Administrative Agent is not reimbursed for such expenses by or on
behalf of the Borrower. The undertaking in this Section shall survive
termination of the Commitments, the payment of all Obligations hereunder and the
resignation or replacement of the Administrative Agent.

      SECTION 9.8 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. BMO and its
Affiliates may make loans to, issue letters of credit for the account of, accept
deposits from, acquire equity interests in and generally engage in any kind of
banking, trust, financial advisory, underwriting or other business with each of
the Loan Parties and their respective Affiliates as though BMO were not the
Administrative Agent or the Issuing Bank hereunder and without notice to or
consent of the Lenders. The Lenders acknowledge that, pursuant to such
activities, BMO or its Affiliates may receive information regarding any Loan
Party or its Affiliates (including information that may be subject to
confidentiality obligations in favor of such Loan Party or such Affiliate) and
acknowledge that the Administrative Agent shall be under no obligation to
provide such information to them. With respect to its Loans, BMO shall have the
same rights and powers under this Agreement as any other Lender and may exercise
such rights and powers as though it were not the Administrative Agent or the
Issuing Bank, and the terms "Lender" and "Lenders" include BMO in its individual
capacity.

      SECTION 9.9 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may
resign as Administrative Agent upon 30 days' notice to the Lenders. If the
Administrative Agent resigns under this Agreement, the Majority Lenders shall
appoint from among the Lenders a successor administrative agent for the Lenders.
If no successor administrative agent is appointed prior to the effective date of
the resignation of the Administrative Agent, the Administrative Agent may
appoint, after consulting with the Lenders, a successor administrative agent
from among the Lenders. Upon the acceptance of its appointment as successor
administrative agent hereunder, such successor administrative agent shall
succeed to all the rights, powers and duties of the retiring Administrative
Agent and the term "Administrative Agent" shall mean such successor
administrative agent and the retiring Administrative Agent's appointment, powers
and duties as Administrative Agent shall be terminated. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this Article IX and Sections 10.4 and 10.5 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement. If no successor administrative agent
has accepted appointment as Administrative Agent by the date which is 30 days
following a retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Lenders


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<PAGE>

shall perform all of the duties of the Administrative Agent hereunder until such
time, if any, as the Majority Lenders appoint a successor agent as provided for
above.

      SECTION 9.10 OTHER AGENTS; LEAD MANAGERS. None of the Lenders identified
on the facing page or signature pages of this Agreement as a "syndication
agent," "documentation agent," "co-agent" or "lead manager" shall have any
right, power, obligation, liability, responsibility or duty under this Agreement
other than those applicable to all Lenders as such. Without limiting the
foregoing, none of the Lenders so identified shall have or be deemed to have any
fiduciary relationship with any Lender. Each Lender acknowledges that it has not
relied, and will not rely, on any of the Lenders so identified in deciding to
enter into this Agreement or in taking or not taking action hereunder.

                                   ARTICLE X.
                                  MISCELLANEOUS

      SECTION 10.1 AMENDMENTS, ETC. No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent to any departure by
the Borrower or any other Loan Party therefrom, shall be effective unless in
writing signed by the Majority Lenders and the Borrower and acknowledged and
agreed by each other Loan Party, and acknowledged by the Administrative Agent,
and each such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however, that no such
amendment, waiver or consent shall, unless in writing and signed by each of the
Lenders directly affected thereby and by the Borrower, and acknowledged and
agreed by each other Loan Party and acknowledged by the Administrative Agent, do
any of the following:

      (a) extend or increase the Commitment of any Lender (or reinstate any
Commitment terminated pursuant to Section 8.2);

      (b) postpone any date fixed by this Agreement or any other Loan Document
for any payment or mandatory prepayment of principal, interest, fees or other
amounts due to the Lenders (or any of them) hereunder or under any other Loan
Document;

      (c) reduce the principal of, or the rate of interest specified herein on,
any Loan or L/C Borrowing, or any fees or other amounts payable hereunder or
under any other Loan Document, or change the manner of computation of any
financial covenant used in determining the Base Rate Spread, LIBOR Spread or
Commitment Fee Rate that would result in a reduction of any interest rate on any
Loan;

      (d) change the percentage of the Aggregate Commitments or of the aggregate
unpaid principal amount of the Loans and L/C Obligations which is required for
the Lenders or any of them to take any action hereunder;

      (e) increase the Borrowing Base, or take any other action which requires
the signing of all the Lenders pursuant to the terms of this Agreement or of any
other Loan Document, or change the Percentage Share or Voting Percentage of any
Lender; or

      (f) amend this Section, or Section 2.14, or any provision herein providing
for consent or other action by all the Lenders; or


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      (g) permit any termination, amendment, modification, waiver, or release of
any Guaranty or any provision thereof; or

      (h) release any collateral under any of the Security Documents, or permit
any termination, amendment, modification, waiver or release of any Security
Document or an provision thereof, provided that, notwithstanding the foregoing,
the consent of the Lenders shall not be required for any release of any
collateral under any of the Security Documents in connection with a Disposition
by the Borrower or any Guarantor if such Disposition is permitted by Section 7.5
hereof as Section 7.5 is in effect on the Closing Date;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Issuing Bank in addition to the Majority Lenders or
all the Lenders, as the case may be, affect the rights or duties of the Issuing
Bank under this Agreement or any Letter of Credit Application relating to any
Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or
consent shall, unless in writing and signed by the Administrative Agent in
addition to the Majority Lenders or all the Lenders, as the case may be, affect
the rights or duties of the Administrative Agent under this Agreement or any
other Loan Document; and (iii) the Agent and Arranger Fee Letter may be amended,
or rights or privileges thereunder waived, in a writing executed only by the
parties thereto.

      SECTION 10.2 NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES.

      (a) General. Unless otherwise expressly provided herein, all notices and
other communications provided for hereunder shall be in writing (including by
facsimile transmission) and mailed, faxed or delivered, to the address,
facsimile number or (subject to subsection (c) below) electronic mail address
specified for notices on Schedule 10.2; or, in the case of the Borrower, the
Administrative Agent, or the Issuing Bank, to such other address as shall be
designated by such party in a notice to the other parties, and in the case of
any other party, to such other address as shall be designated by such party in a
notice to the Borrower, the Administrative Agent and the Issuing Bank. All such
notices and other communications shall be deemed to be given or made upon the
earlier to occur of (i) actual receipt by the intended recipient and (ii) (A) if
delivered by hand or by courier, when signed for by the intended recipient; (B)
if delivered by mail, four Business Days after deposit in the mails, postage
prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed
by telephone; and (D) if delivered by electronic mail (which form of delivery is
subject to the provisions of subsection (c) below), when delivered; provided,
however, that notices and other communications to the Administrative Agent and
the Issuing Bank pursuant to Article II shall not be effective until actually
received by such Person. Any notice or other communication permitted to be
given, made or confirmed by telephone hereunder shall be given, made or
confirmed by means of a telephone call to the intended recipient at the number
specified on Schedule 10.2, it being understood and agreed that a voicemail
message shall in no event be effective as a notice, communication or
confirmation hereunder.

      (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents
may be transmitted and/or signed by facsimile. The effectiveness of any such
documents and signatures shall, subject to applicable Law, have the same force
and effect as manually-signed originals and shall be binding on all Loan
Parties, the Administrative Agent and the Lenders. The Administrative Agent may
also require that any such documents and signatures be confirmed by a
manually-signed original thereof; provided, however, that the failure to request
or deliver the same shall not limit the effectiveness of any facsimile document
or signature.


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<PAGE>

      (c) Limited Use of Electronic Mail. Electronic mail and internet and
intranet websites may be used only to distribute routine communications, such as
financial statements, annual and quarterly compliance information and other
information, and to distribute Loan Documents for execution by the parties
thereto, and may not be used for any other purpose.

      (d) Reliance by Administrative Agent and Lenders. The Administrative Agent
and the Lenders shall be entitled to rely and act upon any notices (including
telephonic Notice of Advances) purportedly given by or on behalf of the Borrower
even if (i) such notices were not made in a manner specified herein, were
incomplete or were not preceded or followed by any other form of notice
specified herein, or (ii) the terms thereof, as understood by the recipient,
varied from any confirmation thereof. The Borrower shall indemnify each
Agent-Related Person and each Lender from all losses, costs, expenses and
liabilities resulting from the reliance by such Person on each notice
purportedly given by or on behalf of the Borrower. All telephonic notices to and
other communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.

      SECTION 10.3 NO WAIVER; CUMULATIVE REMEDIES. No failure by any Lender or
the Administrative Agent to exercise, and no delay by any such Person in
exercising, any right, remedy, power or privilege hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein or therein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.

      SECTION 10.4 ATTORNEY COSTS, EXPENSES AND TAXES. The Borrower agrees (a)
to pay or reimburse the Administrative Agent for all costs and expenses incurred
in connection with the development, preparation, negotiation and execution of
this Agreement and the other Loan Documents and any amendment, waiver, consent
or other modification of the provisions hereof and thereof (whether or not the
transactions contemplated hereby or thereby are consummated), and the
consummation and administration of the transactions contemplated hereby and
thereby, including all Attorney Costs, and (b) to pay or reimburse the
Administrative Agent and each Lender for all costs and expenses incurred in
connection with the enforcement, attempted enforcement, or preservation of any
rights or remedies under this Agreement or the other Loan Documents (including
all such costs and expenses incurred during any "workout" or restructuring in
respect of the Obligations and during any legal proceeding, including any
proceeding under any Debtor Relief Law), including all Attorney Costs. The
foregoing costs and expenses shall include all search, filing, recording, title
insurance and appraisal charges and fees and taxes related thereto, and other
out-of-pocket expenses incurred by the Administrative Agent and the cost of
independent public accountants and other outside experts retained by the
Administrative Agent or any Lender. The agreements in this Section shall survive
the termination of the Commitments and repayment of all the other Obligations.

      SECTION 10.5 INDEMNIFICATION BY THE BORROWER. Whether or not the
transactions contemplated hereby are consummated, the Borrower agrees to
indemnify, defend, save and hold harmless each Agent-Related Person, each Lender
and their respective Affiliates, directors, officers, employees, counsel, agents
and attorneys-in-fact (collectively the "Indemnitees") from and against: (a) any
and all claims, demands, actions or causes of action that are asserted against
any Indemnitee by any Person (other than the Administrative Agent or any Lender)
relating directly or indirectly to a claim, demand, action or cause of action
that such Person asserts or may assert against any Loan


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<PAGE>

Party, any Affiliate of any Loan Party or any of their respective officers or
directors; (b) any and all claims, demands, actions or causes of action that may
at any time (including at any time following repayment of the Obligations and
the resignation or removal of the Administrative Agent or the replacement of any
Lender) be asserted or imposed against any Indemnitee, arising out of or
relating to, the Loan Documents, any predecessor loan documents, the
Commitments, the use or contemplated use of the proceeds of any Credit
Extension, or the relationship of any Loan Party, the Administrative Agent and
the Lenders under this Agreement or any other Loan Document; (c) any
administrative or investigative proceeding by any Governmental Authority arising
out of or related to a claim, demand, action or cause of action described in
subsection (a) or (b) above; and (d) any and all liabilities (including
liabilities under indemnities), losses, costs or expenses (including Attorney
Costs) that any Indemnitee suffers or incurs as a result of the assertion of any
foregoing claim, demand, action, cause of action, litigation or proceeding, or
as a result of the preparation of any defense in connection with any foregoing
claim, demand, action, cause of action, litigation or proceeding, in all cases,
WHETHER OR NOT ARISING OUT OF THE NEGLIGENCE OF AN INDEMNITEE, and whether or
not an Indemnitee is a party to such claim, demand, action, cause of action,
litigation or proceeding (all the foregoing, collectively, the "Indemnified
Liabilities"); provided that no Indemnitee shall be entitled to indemnification
for any claim caused by its own gross negligence or willful misconduct or for
any loss asserted against it by another Indemnitee. The agreements in this
Section shall survive the termination of the Commitments and repayment of all
the other Obligations.

      SECTION 10.6 PAYMENTS SET ASIDE. To the extent that the Borrower makes a
payment to the Administrative Agent or any Lender, or the Administrative Agent
or any Lender exercises its right of set-off, and such payment or the proceeds
of such set-off or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such set-off had not occurred, and (b)
each Lender severally agrees to pay to the Administrative Agent upon demand its
applicable share of any amount so recovered from or repaid by the Administrative
Agent, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to (i) with respect to the first two
Business Days following such demand, the Federal Funds Rate from time to time in
effect, and (2) with respect to each day thereafter, the Base Rate from time to
time in effect.

      SECTION 10.7 SUCCESSORS AND ASSIGNS; ASSIGNMENTS; PARTICIPATIONS.

      10.7.1 Successors and Assigns. 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 the 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 the 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
Indemnitees) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

      10.7.2 Assignments.


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<PAGE>

      (a) Any Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans (including in all instances for purposes
of this subsection (a), participations in L/C Obligations) at the time owing to
it); provided that (i) except in the case of an assignment of the entire
remaining amount of the assigning Lender's Commitment and the Loans at the time
owing to it or in the case of an assignment to a Lender or an Affiliate of a
Lender, the aggregate amount of the Commitment (which for this purpose includes
Loans outstanding thereunder, including as noted above, participations in L/C
Obligations) subject to each such assignment, determined as of the date the
Lender Assignment with respect to such assignment is delivered to the
Administrative Agent, shall not be less than $5,000,000 unless each of the
Administrative Agent and, so long as no Default has occurred and is continuing
and so long as in the case of Bank of Montreal, such Lender shall have been
reduced to its "final hold amount" as described in the commitment letter
referred to in the Agent and Arranger Fee Letter, the Borrower otherwise
consents (each such consent not to be unreasonably withheld or delayed), (ii)
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 with
respect to the Loans or the Commitment assigned, except that this clause (ii)
shall not prohibit any Lender from assigning all or a portion of its rights and
obligations among separate Borrowings on a non-pro rata basis, (iii) the parties
to each assignment shall execute and deliver to the Administrative Agent a
Lender Assignment, together with a processing and recordation fee of $3,500.
Subject to acceptance and recording thereof by the Administrative Agent pursuant
to subsection (c) of this Section, from and after the effective date specified
in each Lender Assignment, the Eligible Assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such Lender Assignment,
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 Lender Assignment, be released from its obligations under this Agreement
(and, in the case of an Lender Assignment 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 3.7,
10.4 and 10.5). Upon request, the Borrower (at its expense) shall execute and
deliver new or replacement Notes to the assigning Lender and the assignee
Lender. Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this subsection 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 subsection (d) of this Section.

      (b) The Administrative Agent, acting solely for this purpose as an agent
of the Borrower, shall maintain at the Administrative Agent's Office a copy of
each Lender Assignment delivered to it and a register for the recordation of the
names and addresses of the Lenders, and the Commitments of, and principal amount
of the Loans and L/C Obligations owing to, each Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall be
conclusive, and the 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 the Borrower
and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.

      10.7.3 Participations.

      (a) Any Lender may, without the consent of, or notice to, the Borrower or
the Administrative Agent, sell participations to one or more banks or other
entities (a "Participant") in all


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or a portion of such Lender's rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such
Lender's participations in L/C Obligations) 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 and (iii) the Borrower, the Administrative Agent
and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement. 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, waiver or other modification that would (i) postpone any date
upon which any payment of money is scheduled to be paid to such Participant,
(ii) reduce the principal, interest, fees or other amounts payable to such
Participant, or (iii) release any Guarantor from the Guaranty. Subject to
subsection (e) of this Section, the Borrower agrees that each Participant shall
be entitled to the benefits of Sections 3.1, 3.4 and 3.5 to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to
subsection (b) of this Section. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 10.9 as though it were a
Lender, provided such Participant agrees to be subject to Section 2.14 as though
it were a Lender.

      (b) A Participant shall not be entitled to receive any greater payment
under Section 3.1 or 3.4 than the applicable Lender would have been entitled to
receive with respect to the participation sold to such Participant, unless the
sale of the participation to such Participant is made with the Borrower's prior
written consent. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 3.1 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 3.8 as though it
were a Lender.

      10.7.4 Pledge of Lender's Interest. Any Lender may at any time pledge or
assign a security interest in all or any portion of its rights under this
Agreement (including under its Notes, if any) to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank; provided that no such pledge or assignment shall release a Lender
from any of its obligations hereunder or substitute any such pledgee or assignee
for such Lender as a party hereto.

      10.7.5 Consent to Assignment. If the consent of the Borrower to an
assignment or to an Eligible Assignee is required hereunder (including a consent
to an assignment which does not meet the minimum assignment threshold specified
in clause (i) of the proviso to the first sentence of Section 10.7.2, the
Borrower shall be deemed to have given its consent five Business Days after the
date notice thereof has been delivered by the assigning Lender (through the
Administrative Agent) unless such consent is expressly refused by the Borrower
prior to such fifth Business Day.

      10.7.6 Definitions for Section 10.7. As used herein, the following terms
have the following meanings:

            "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a
            Lender; and (c) any other Person (other than a natural Person)
            approved by the Administrative Agent, the Issuing Bank, and, after
            Bank of Montreal shall have assigned a sufficient amount of its
            Commitment (as set


                                       75
<PAGE>

            forth in Schedule 2.1) to one or more Persons (who shall become
            Lenders) such that Bank of Montreal's Commitment has been reduced to
            an amount not exceeding the "final hold amount" set forth in the
            commitment letter referred to in the Agent and Arranger Fee Letter,
            and provided that no Default has occurred and is continuing, the
            Borrower (each such approval not to be unreasonably withheld or
            delayed).

            "Fund" means any Person (other than a natural Person) that is (or
            will be) engaged in making, purchasing, holding or otherwise
            investing in commercial loans and similar extensions of credit in
            the ordinary course of its business.

      10.7.7 Assignment by BMO. Notwithstanding anything to the contrary
contained herein, if at any time BMO assigns all of its Commitment and Loans
pursuant to subsection (b) above, BMO may, upon 30 days' notice to the Borrower
and the Lenders, resign as Issuing Bank. In the event of any such resignation as
Issuing Bank, the Borrower shall be entitled to appoint from among the Lenders a
successor Issuing Bank hereunder; provided, however, that no failure by the
Borrower to appoint any such successor shall affect the resignation of BMO as
Issuing Bank. BMO shall retain all the rights and obligations of the Issuing
Bank hereunder with respect to all Letters of Credit outstanding as of the
effective date of its resignation as Issuing Bank and all L/C Obligations with
respect thereto (including the right to require the Lenders to make Base Rate
Loans or fund participations in Unreimbursed Amounts pursuant to Section 2.3.3).

      SECTION 10.8 CONFIDENTIALITY. (a) Each of the Administrative Agent and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential); (b) to the extent requested
by any regulatory authority; (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process; (d) to any other party
to this Agreement; (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder; (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any Eligible Assignee of
or Participant in, or any prospective Eligible Assignee of or Participant in,
any of its rights or obligations under this Agreement or (ii) any direct or
indirect contractual counterparty or prospective counterparty (or such
contractual counterparty's or prospective counterparty's professional advisor)
to any credit derivative transaction relating to obligations of the Borrower;
(g) with the consent of the Borrower; (h) to the extent such Information (i)
becomes publicly available other than as a result of a breach of this Section or
(ii) becomes available to the Administrative Agent or any Lender on a
nonconfidential basis from a source other than the Borrower; or (i) to the
National Association of Insurance Commissioners or any other similar
organization or any nationally recognized rating agency that requires access to
information about a Lender's or its Affiliates' investment portfolio in
connection with ratings issued with respect to such Lender or its Affiliates.
For the purposes of this Section, "Information" means all information received
from the Borrower relating to the Borrower or its business, other than any such
information that is available to the Administrative Agent or any Lender on a
nonconfidential basis prior to disclosure by the Borrower; provided that, in the
case of information received from the Borrower


                                       76
<PAGE>

after the date hereof, such information is clearly identified in writing 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 10.9 SET-OFF. In addition to any rights and remedies of the
Lenders provided by law, upon the occurrence and during the continuance of any
Event of Default, each Lender is authorized at any time and from time to time,
without prior notice to the Borrower or any other Loan Party, any such notice
being waived by the Borrower (on its own behalf and on behalf of each Loan
Party) 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 by, and other indebtedness at any time owing by, such Lender to or for the
credit or the account of the respective Loan Parties against any and all
Obligations owing to such Lender, now or hereafter existing, irrespective of
whether or not the Administrative Agent or such Lender shall have made demand
under this Agreement or any other Loan Document and although such Obligations
may be contingent or unmatured. Each Lender agrees promptly to notify the
Borrower and the Administrative Agent after any such set-off and application
made by such Lender; provided, however, that the failure to give such notice
shall not affect the validity of such set-off and application.

      SECTION 10.10 INTEREST RATE LIMITATION. It is the intention of the parties
hereto to conform strictly to applicable usury laws and, anything herein to the
contrary notwithstanding, the obligations of the Borrower to each Lender and the
Issuing Bank 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 the Issuing
Bank limiting rates of interest which may be charged or collected by such Lender
or the Issuing Bank. Accordingly, if the transactions contemplated hereby would
be usurious under applicable law (including the Federal and state laws of the
United States of America, or of any other jurisdiction whose laws may be
mandatorily applicable) with respect to a Lender or the Issuing Bank then, in
that event, notwithstanding anything to the contrary in this Agreement, it is
agreed as follows: (i) the provisions of this Section 10.10 shall govern and
control; (ii) the aggregate of all consideration which constitutes interest
under applicable law that is contracted for, charged or received under this
Agreement, or under any of the other aforesaid agreements or otherwise in
connection with this Agreement by such Lender or the Issuing Bank shall under no
circumstances exceed the maximum amount of interest allowed by applicable law
(such maximum lawful interest rate, if any, with respect to such Lender or the
Issuing Bank herein called the "Highest Lawful Rate"), and any excess shall be
credited to the Borrower by such Lender or the Issuing Bank (or, if such
consideration shall have been paid in full, such excess promptly refunded to the
Borrower); (iii) all sums paid, or agreed to be paid, to the Lender or the
Issuing Bank for the use, forbearance and detention of the indebtedness of the
Borrower to such Lender or the Issuing Bank hereunder shall, to the extent
permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full term of such indebtedness until payment in full so that the
actual rate of interest is uniform throughout the full term thereof; and (iv) if
at any time the interest provided pursuant to Article II together with any other
fees payable pursuant to this Agreement and deemed interest under applicable
law, exceeds that amount which would have accrued at the Highest Lawful Rate,
the amount of interest and any such fees to accrue to such Lender or the Issuing
Bank pursuant to this Agreement shall be limited, notwithstanding anything to
the contrary in this Agreement to that amount which would have accrued at the
Highest Lawful Rate, but any subsequent reductions, as applicable, shall not
reduce the interest


                                       77
<PAGE>

to accrue to such Lender or the Issuing Bank pursuant to this Agreement below
the Highest Lawful Rate until the total amount of interest accrued pursuant to
this Agreement and such fees deemed to be interest equals the amount of interest
which would have accrued to such Lender or the Issuing Bank if a varying rate
per annum equal to the interest provided pursuant to Article II had at all times
been in effect, plus the amount of fees which would have been received but for
the effect of this Section 10.10. For purposes of Tex. Fin. Code Ann. Ch. 303,
as amended, to the extent, if any, applicable to a Lender or the Issuing Bank,
the Borrower agrees that the Highest Lawful Rate shall be the "weekly ceiling"
as defined in said Article, provided that such Lender and the Issuing Bank may
also rely, to the extent permitted by applicable laws, on alternative maximum
rates of interest under other laws applicable to such Lender or such Issuer, as
the case may be, if greater. Tex. Fin. Code Ann. Ch. 346 (which regulates
certain revolving credit loan accounts and revolving tri-party accounts) shall
not apply to this Agreement or the Notes.

      SECTION 10.11 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

      SECTION 10.12 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made hereunder and in any other Loan Document or
other document delivered pursuant hereto or thereto or in connection herewith or
therewith shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default or Event of Default at the time of any Credit Extension, and shall
continue in full force and effect as long as any Loan or any other Obligation
shall remain unpaid or unsatisfied or any Letter of Credit shall remain
outstanding.

      SECTION 10.13 COLLATERAL MATTERS; HEDGES. The benefit of the Security
Documents and the provisions of this Agreement and the other Loan Documents
relating to the collateral shall also extend to and be available on a pro rata
basis to each Lender and such Lender's Affiliates in respect of any obligations
under a Hedging Agreement only so long as such Lender remains a party to this
Agreement and this Agreement remains in effect. No Lender or Affiliate of a
Lender shall have any voting or consent right under any Loan Document as a
result of the existence of obligations owed to it under a Hedging Agreement.

      SECTION 10.14 RENEWAL AND CONTINUATION OF EXISTING INDEBTEDNESS. Upon the
effectiveness of this Agreement, all of the Existing Indebtedness outstanding on
such date shall hereby be restructured, rearranged, renewed, extended and
continued as provided in this Agreement and all Loans outstanding under the
Existing Credit Facility shall become Loans outstanding hereunder.

      In connection herewith, the Prior Lenders have sold, assigned, transferred
and conveyed, and Lenders party to this Agreement have purchased and accepted,
and hereby purchase and accept, so much of the Existing Indebtedness such that
each Lender's percentage of the loans and obligations outstanding pursuant to
the Existing Credit Facility, as restructured, rearranged, renewed, extended and
continued pursuant to this Agreement, shall be equal to such Lender's Percentage
Share upon the effectiveness of this Agreement. The Lenders acknowledge and
agree that the assignment, transfer and conveyance of the Existing Indebtedness
is without recourse to the Prior Lenders and without


                                       78
<PAGE>

any warranties whatsoever by any Prior Lender, except as expressly set forth in
the Assignment of Secured Indebtedness, the Mortgage Assignment and Amendment or
the Subordinate Mortgage Amendment.

      SECTION 10.15 SEVERABILITY. Any provision of this Agreement and the other
Loan Documents to which the Borrower is a party that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions thereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.

      SECTION 10.16 GOVERNING LAW.

      (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE (WITHOUT GIVING EFFECT TO THE PRINCIPLES
THEREOF RELATING TO CONFLICT OF LAW EXCEPT SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW); PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER
SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

      (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
SITTING IN MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH
STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE
ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE
ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER
DOCUMENT RELATED THERETO. THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER
WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE
MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

      SECTION 10.17 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS
AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR
ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED
THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND
CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION


                                       79
<PAGE>

WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO
THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

      SECTION 10.18 CONSENTS TO RENEWALS, MODIFICATIONS AND OTHER ACTIONS AND
EVENTS. This Agreement and all of the obligations of the Borrower hereunder
shall remain in full force and effect without regard to and shall not be
released, affected or impaired by: (a) any amendment, assignment, transfer,
modification of or addition or supplement to the Lenders Obligations, this
Agreement, any Note or any other Loan Document; (b) any extension, indulgence,
increase in the Lenders Obligations or other action or inaction in respect of
any of the Loan Documents or otherwise with respect to the Lenders Obligations,
or any acceptance of security for, or guaranties of, any of the Lenders
Obligations or Loan Documents, or any surrender, release, exchange, impairment
or alteration of any such security or guaranties including without limitation
the failing to perfect a security interest in any such security or abstaining
from taking advantage or of realizing upon any guaranties or upon any security
interest in any such security; (c) any default by the Borrower under, or any
lack of due execution, invalidity or unenforceability of, or any irregularity or
other defect in, any of the Loan Documents; (d) any waiver by the Lenders or any
other Person of any required performance or otherwise of any condition precedent
or waiver of any requirement imposed by any of the Loan Documents, any
guaranties or otherwise with respect to the Lenders Obligations; (e) any
exercise or non-exercise of any right, remedy, power or privilege in respect of
this Agreement or any of the other Loan Documents; (f) any sale, lease, transfer
or other disposition of the assets of the Borrower or any consolidation or
merger of the Borrower with or into any other Person, corporation, or entity, or
any transfer or other disposition by the Borrower or any other holder of any
shares of capital stock or other ownership interest of the Borrower; (g) any
bankruptcy, insolvency, reorganization or similar proceedings involving or
affecting the Borrower; (h) the release or discharge of the Borrower from the
performance or observance of any agreement, covenant, term or condition under
any of the Obligations or contained in any of the Loan Documents by operation of
law; or (i) any other cause whether similar or dissimilar to the foregoing
which, in the absence of this provision, would release, affect or impair the
Obligations, covenants, agreements and duties of the Borrower hereunder,
including without limitation any act or omission by the Administrative Agent, or
the Lenders or any other Person which increases the scope of the Borrower's
risk; and in each case described in this paragraph whether or not the Borrower
shall have notice or knowledge of any of the foregoing, each of which is
specifically waived by the Borrower. The Borrower warrants to the Administrative
Agent and the Lenders that it has adequate means to obtain from the Guarantors
on a continuing basis information concerning the financial condition and other
matters with respect to the Guarantors and it is not relying on the
Administrative Agent or the Lenders to provide such information either now or in
the future.

      SECTION 10.19 ENTIRE AGREEMENT. This Agreement, together with the other
Loan Documents, comprises the complete and integrated agreement of the parties
on the subject matter hereof and thereof and supersedes all prior agreements,
written or oral, on such subject matter. THIS 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 BETWEEN THE
PARTIES.


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<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                                   COMSTOCK RESOURCES, INC.

                                   By:    /s/M. JAY ALLISON
                                          -----------------
                                   Name:  M. Jay Allison
                                   Title: President


                                      S-1
<PAGE>

                                   BANK OF MONTREAL, as
                                   Administrative Agent, Issuing Bank and Lender

                                   By:    /s/JOSEPH A. BLISS
                                          ------------------
                                   Name:  Joseph A. Bliss
                                   Title: Vice President


                                      S-2
<PAGE>

                                   BANK OF AMERICA, N.A., as
                                   Syndications Agent and Lender

                                   By:    /s/STEVEN A. MACKENZIE
                                          ----------------------
                                   Name:  Steven A. Mackenzie
                                   Title: Vice President


                                      S-3
<PAGE>

                                   COMERICA BANK, as
                                   Co-Documentation Agent and Lender

                                   By:    /s/PETER L. SEIZIK
                                          ------------------
                                   Name:  Peter L. Seizik
                                   Title: Vice President


                                      S-4
<PAGE>

                                   FORTIS CAPITAL CORP., as
                                   Co-Documentation Agent and Lender

                                   By:    /s/DARRELL W. HOLLEY
                                          --------------------
                                   Name:  Darrell W. Holley
                                   Title: Managing Director

                                   By:    /s/DAVID MONTGOMERY
                                          -------------------
                                   Name:  David Montgomery
                                   Title: Senior Vice President


                                      S-5
<PAGE>

                                   UNION BANK OF CALIFORNIA, N.A., as
                                   Co-Documentation Agent and Lender

                                   By:    /s/SEAN MURPHY
                                          --------------
                                   Name:  Sean Murphy
                                   Title: Vice President


                                      S-6