<PAGE>

                                                                     Exhibit 4.3

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

                                                                  EXECUTION COPY

                           FIVE-YEAR CREDIT AGREEMENT

                          dated as of December 10, 2004

                                      among

                            AMERADA HESS CORPORATION,

                            THE LENDERS PARTY HERETO,

                           JPMORGAN CHASE BANK, N.A.,
                            as Administrative Agent,

   Bank of America, N.A., Barclays Bank, Citibank, N.A. and The Royal Bank of
                                 Scotland plc,
                            as Co-Syndication Agents

                                       and

Bank of Tokyo-Mitsubishi, Ltd., Bayerische Landesbank, BNP Paribas and The Bank
                                 of Nova Scotia
                           as Co-Documentation Agents

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

                          J.P. MORGAN SECURITIES INC.,
                    as Sole Lead Arranger and Sole Bookrunner

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

                    $2,500,000,000 REVOLVING CREDIT FACILITY

================================================================================
<PAGE>

                                TABLE OF CONTENTS

                                    ARTICLE I

                                   Definitions

<TABLE>
<S>                                                                                 <C>
SECTION 1.01.  Defined Terms....................................................     1
SECTION 1.02.  Classification of Loans and Borrowings...........................    16
SECTION 1.03.  Terms Generally..................................................    17
SECTION 1.04.  Accounting Terms; GAAP...........................................    17

                                   ARTICLE II

                                   The Credits

SECTION 2.01.  Commitments......................................................    17
SECTION 2.02.  Loans and Borrowings.............................................    18
SECTION 2.03.  Requests for Revolving Borrowings................................    18
SECTION 2.04.  Bid Procedure for Competitive Loans..............................    19
SECTION 2.05.  Letters of Credit................................................    21
SECTION 2.06.  Funding of Borrowings............................................    26
SECTION 2.07.  Interest Elections...............................................    27
SECTION 2.08.  Termination of Commitments; Reduction of Commitments.............    28
SECTION 2.09.  Repayment of Loans; Evidence of Debt.............................    28
SECTION 2.10.  Prepayment of Loans..............................................    29
SECTION 2.11.  Fees.............................................................    30
SECTION 2.12.  Interest.........................................................    31
SECTION 2.13.  Alternate Rate of Interest.......................................    32
SECTION 2.14.  Increased Costs..................................................    33
SECTION 2.15.  Break Funding Payments...........................................    34
SECTION 2.16.  Taxes............................................................    35
SECTION 2.17.  Payments Generally; Pro Rata Treatment; Sharing of Set-offs......    36
SECTION 2.18.  Mitigation Obligations; Replacement of Lenders...................    37

                                   ARTICLE III

                         Representations and Warranties

SECTION 3.01.  Corporate Existence and Power; Compliance with Law...............    38
SECTION 3.02.  Corporate Authority..............................................    38
SECTION 3.03.  Enforceability...................................................    39
SECTION 3.04.  Financial Condition..............................................    39
SECTION 3.05.  Litigation.......................................................    39
SECTION 3.06.  ERISA............................................................    39
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                 <C>
SECTION 3.07.  Environmental Matters............................................    39
SECTION 3.08.  Federal Regulations..............................................    40
SECTION 3.09.  Investment and Holding Company Status............................    40
SECTION 3.10.  Scheduled Debt...................................................    40

                                   ARTICLE IV

                                   Conditions

SECTION 4.01.  Conditions to Effective Date.....................................    40
SECTION 4.02.  Conditions to Each Credit Event..................................    41

                                    ARTICLE V

                              Affirmative Covenants

SECTION 5.01.  Financial Statements and Other Information.......................    42
SECTION 5.02.  Notices of Material Events.......................................    43
SECTION 5.03.  Existence; Conduct of Business...................................    44
SECTION 5.04.  Compliance with Contractual Obligations..........................    44
SECTION 5.05.  Insurance........................................................    44
SECTION 5.06.  Compliance with Laws.............................................    44
SECTION 5.07.  Use of Proceeds..................................................    44

                                   ARTICLE VI

                               Negative Covenants

SECTION 6.01.  Liens............................................................    45
SECTION 6.02.  Fundamental Changes..............................................    46
SECTION 6.03.  Restrictive Agreements...........................................    47
SECTION 6.04.  Future Subsidiary Guaranties.....................................    47
SECTION 6.05.  Capitalization Ratio.............................................    47
SECTION 6.06.  Leverage Ratio...................................................    47
</TABLE>

<PAGE>

                                   ARTICLE VII

                                Events of Default

                                  ARTICLE VIII

                            The Administrative Agent

                                   ARTICLE IX

                                  Miscellaneous
<TABLE>
<S>                                                                                 <C>
SECTION 9.01.  Notices..........................................................    52
SECTION 9.02.  Waivers; Amendments..............................................    52
SECTION 9.03.  Expenses; Indemnity; Damage Waiver...............................    53
SECTION 9.04.  Successors and Assigns...........................................    54
SECTION 9.05.  Survival.........................................................    57
SECTION 9.06.  USA Patriot Act..................................................    57
SECTION 9.07.  Counterparts; Integration; Effectiveness.........................    57
SECTION 9.08.  Severability.....................................................    58
SECTION 9.09.  Right of Setoff..................................................    58
SECTION 9.10.  Governing Law; Jurisdiction; Consent to Service of Process;
 Process Agent; Waiver of Immunity..............................................    58
SECTION 9.11.  WAIVER OF JURY TRIAL.............................................    59
SECTION 9.12.  Headings.........................................................    59
SECTION 9.13.  Confidentiality..................................................    59

SCHEDULES:

Schedule 2.01        Commitments
Schedule 2.05        LC Commitments
Schedule 3.10        Scheduled Debt
Schedule 6.01        Existing Liens

EXHIBITS:

Exhibit A            Form of Assignment and Acceptance
Exhibit B            Form of Notes
Exhibit C            Form of Opinion of Counsel to the Company
Exhibit D            Form of Notice of LC Activity
Exhibit E            Form of Notice of LC Request
</TABLE>

<PAGE>

                        FIVE-YEAR CREDIT AGREEMENT, dated as of December 10,
                  2004 (the "Agreement"), among AMERADA HESS CORPORATION, a
                  Delaware corporation (the "Company"), the LENDERS party hereto
                  (the "Lenders"), JPMORGAN CHASE BANK, N.A. ("JPMCB"), as
                  Administrative Agent (in such capacity the "Administrative
                  Agent"), Bank of America, N.A., Barclays Bank, Citibank, N.A.
                  and The Royal Bank of Scotland plc, as Co-Syndication Agents
                  and Bank of Tokyo-Mitsubishi, Ltd., Bayerische Landesbank, BNP
                  Paribas and The Bank of Nova Scotia, as Co-Documentation
                  Agents.

            The Company has requested the Lenders to extend credit to enable it
to borrow on a revolving credit basis on and after the date hereof and at any
time and from time to time prior to the Maturity Date (such term and each other
capitalized term used and not otherwise defined herein having the meaning
assigned to it in Article I) a principal amount not in excess of $2,500,000,000
at any time outstanding. The Company has also requested the Lenders to establish
procedures pursuant to which the Company may invite the Lenders to bid on an
uncommitted basis on borrowings by the Company maturing on or prior to the
Maturity Date. The Company has further requested the Issuing Banks to issue
Letters of Credit to support payment obligations of the Company and its
Subsidiaries. The proceeds of borrowings hereunder are to be used for general
corporate purposes of the Company and its Subsidiaries, including the financing
of working capital requirements and the payment of maturing commercial paper,
and the Letters of Credit are to be used for general corporate purposes of the
Company and its Subsidiaries.

            The Lenders are willing to extend such credit to the Company on the
terms and subject to the conditions herein set forth.

            Accordingly, the parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

            SECTION 1.01.Defined Terms. As used in this Agreement, the following
terms have the meanings specified below:

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

<PAGE>

                                                                               2

            "Accommodation Guaranty Indebtedness" shall have the meaning
ascribed to it in Article VII(e).

            "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.

            "Administrative Agent" has the meaning ascribed to it in the
preamble to this Agreement.

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

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

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

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

            "Applicable Facility Fee Rate" means, for any day, with respect to
Facility Fees payable hereunder, the applicable rate per annum set forth below
based upon the Public Debt Ratings as set forth below:

<TABLE>
<CAPTION>
   Public Debt                             Applicable
Rating S&P/Moody's                     Facility Fee Rate
------------------                     -----------------
<S>                                    <C>
   Level I                                  0.100%
> or = BBB+ / Baa1

   Level II                                 0.150%
BBB / Baa2

   Level III                                0.200%
BBB- / Baa3

   Level IV                                 0.250%
BB+ / Ba1
</TABLE>

<PAGE>

                                                                               3

<TABLE>
<S>                                    <C>
   Level V                             0.500%
Below < BB+ / Ba1
</TABLE>

            "Applicable Margin" means, for any day, (a) with respect to any
Eurodollar Revolving Loan, the applicable rate per annum set forth below under
the caption "Eurodollar Spread" based upon the Public Debt Ratings as set forth
below and (b) with respect to any ABR Revolving Loan, the Applicable Margin in
effect on each day for Eurodollar Revolving Loans minus 1.00% (but not less than
0%):

<TABLE>
<CAPTION>
Public Debt Rating
   S&P/Moody's                         Eurodollar Spread
   -----------                         -----------------
<S>                                    <C>
   Level I                                  0.525%
> or = BBB+ / Baa1 or above

   Level II                                 0.600%
BBB / Baa2

   Level III                                0.800%
BBB- / Baa3

   Level IV                                 1.000%
BB+ / Ba1

   Level V                                  1.250%
Below < BB+ / Ba1
</TABLE>

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

            "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative Agent,
in the form of Exhibit A or any other form approved by the Administrative Agent.

            "Availability Period" means the period from and including the
Effective Date to but excluding the earlier of the Maturity Date and the date of
termination of the Commitments.

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

<PAGE>

                                                                               4

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

            "Borrowing Request" means a request by the Company for Revolving
Loans in accordance with Section 2.03.

            "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that the term "Business Day" shall also exclude, when
used in connection with a Eurodollar Loan, any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

            "Capital Lease" means, with respect to any Person which is the
lessee thereunder, any lease or charter of property, real or personal, which
would, in accordance with GAAP, be recorded as an asset under a capital lease on
a balance sheet of such Person.

            "Capitalized Lease Obligation" means, with respect to any Person on
any date, the amount which would, in accordance with GAAP, be recorded as an
obligation under a Capital Lease on a balance sheet of such Person as lessee
under such Capital Lease as at such date. For all purposes of this Agreement,
Capitalized Lease Obligations shall be deemed to be Debt secured by a Lien.

            "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender (or,
for purposes of Section 2.14(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

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

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

            "Co-Documentation Agents" shall have the meaning ascribed to it in
the preamble to this Agreement.

            "Commitment" means, with respect to each Lender, the commitment of
such Lender to make Revolving Loans and acquire participations in Letters of
Credit, as such commitment may be (a) reduced from time to time pursuant to
Section 2.08 and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender

<PAGE>

                                                                               5

pursuant to Section 9.04. The initial amount of each Lender's Commitment is set
forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which
such Lender shall have assumed its Commitment, as applicable.

            "Company" means Amerada Hess Corporation, a Delaware corporation.

            "Company Capitalization Ratio" means, on any date, the ratio,
expressed as a percentage, of (i) Total Consolidated Debt of the Company and its
Consolidated Subsidiaries on such date to (ii) Total Capitalization of the
Company and its Consolidated Subsidiaries on such date.

            "Competitive", when used in reference to any Loan or Borrowing,
means that such Loan, or the Loans comprising such Borrowing, are being made in
accordance with Section 2.04.

            "Competitive Bid" means an offer by a Lender to make a Competitive
Loan in accordance with Section 2.04.

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

            "Competitive Bid Request" means a request by the Company for
Competitive Bids in accordance with Section 2.04.

            "Consolidated Current Liabilities" means, with respect to any Person
on any date, all amounts which, in conformity with GAAP, would be classified as
current liabilities on a consolidated balance sheet of such Person and its
Consolidated Subsidiaries as at such date.

            "Consolidated EBITDA" means, for any Person and for any period,
Consolidated Net Income of such person for such period, plus (a) without
duplication and to the extent deducted in determining such Consolidated Net
Income, the sum of (i) consolidated interest expense for such period, (ii)
consolidated income tax expense for such period, (iii) all amounts attributable
to depreciation and amortization (including without limitation impairment of oil
and gas reserves, properties and leases) for such period and (iv) any
extraordinary non-cash charges for such period, and minus (b) without
duplication and to the extent included in determining such Consolidated Net
Income, any extraordinary gains for such period, all determined on a
consolidated basis in accordance with GAAP.

            "Consolidated Intangibles" means, with respect to any Person on any
date, all assets of such Person and its Consolidated Subsidiaries, determined on
a consolidated basis, that would, in conformity with GAAP, be classified as
intangible assets on a consolidated balance sheet of such Person and its
Consolidated Subsidiaries as at such date, including, without limitation,
unamortized debt discount and expense, unamortized organization and
reorganization expense, costs in excess of the fair market value of acquired
companies, patents, trade or service marks, franchises, trade names, goodwill

<PAGE>

                                                                               6

and the amount of all write-ups in the book value of assets resulting from any
revaluation thereof (other than revaluations arising out of foreign currency
valuations in conformity with GAAP).

            "Consolidated Net Income" means, for any period, the net income (or
net deficit) of the Company and its Consolidated Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.

            "Consolidated Net Tangible Assets" means, with respect to any Person
on any date, the amount equal to (a) the amount that would, in conformity with
GAAP, be included as assets on the consolidated balance sheet of such Person and
its Consolidated Subsidiaries as at such date minus (b) the sum of (i)
Consolidated Intangibles of such Person at such date and (ii) Consolidated
Current Liabilities of such Person at such date.

            "Consolidated Subsidiaries" means, with respect to any Person on any
date, all Subsidiaries and other entities whose accounts are consolidated with
the accounts of such Person as of such date in accordance with the principles of
consolidation reflected in the audited financial statements of such Person as of
such date delivered in accordance with Section 5.01.

            "Continuing Directors" has the meaning ascribed to it in Article
VII.

            "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.

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

            "Co-Syndication Agents" has the meaning ascribed to it in the
preamble to this Agreement.

            "Credit Event" means each Borrowing and each issuance, renewal,
extension or increase of a Letter of Credit.

            "Debt" means with respect to any Person (i) indebtedness for
borrowed money (including, without limitation, indebtedness evidenced by debt
securities); (ii) obligations to pay the deferred purchase price of property or
services, except trade accounts payable in the ordinary course of business;
(iii) Capitalized Lease Obligations, in the case of each of the foregoing
clauses (i) through (iii), for which such Person or any of its Consolidated
Subsidiaries shall be liable as primary obligor or under any Guaranty of any
such indebtedness or other such obligations of an entity not included in such
Person's consolidated financial statements and (iv) any such indebtedness or
other such obligations of any entity not included in such Person's consolidated
financial statements secured in any manner by any Lien upon any assets of such
Person or any of its Consolidated Subsidiaries; provided that for purposes of
the computation of any Debt

<PAGE>

                                                                               7

under this Agreement there shall be no duplication of any item of primary or
other indebtedness or other obligation referred to herein above, whether such
item reflects the indebtedness or other obligation of such Person or any of its
Consolidated Subsidiaries or of any entity not included in such Person's
consolidated financial statements; and provided, further, that when computing
Debt of the Company under this Agreement the first $100,000,000 in the aggregate
for which the Company and its Consolidated Subsidiaries shall be liable under
any Guaranty of any such indebtedness or other such obligations of an entity not
included in the Company's consolidated financial statements shall be excluded
from the computation of Debt of the Company.

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

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

            "Effective Date" means the date on which the conditions set forth in
Section 4.01 are satisfied.

            "Environmental Laws" means any and all federal, state, local and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or other
governmental restrictions relating to the environment or the release of any
materials into the environment.

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

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time.

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

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

            "Excluded Taxes" means, with respect to the Administrative Agent,
any Lender, any Issuing Bank, or any other recipient of any payment to be made
by or on account of any obligation of the Company hereunder, (a) income or
franchise taxes imposed on (or measured by) its net income by the United States
of America, or by the

<PAGE>

                                                                               8

jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by
the United States of America or any similar tax imposed by any other
jurisdiction in which the Company is located and (c) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Company under
Section 2.18(b)) or any foreign branch or Affiliate of a Lender caused by such
Lender to make a Loan under Section 2.02(b), any withholding tax that is imposed
by the United States of America on amounts payable to such Foreign Lender at the
time such Foreign Lender becomes a party to this Agreement or such foreign
branch or Affiliate is caused to make such a Loan or is attributable to such
Foreign Lender's or such foreign branch's or Affiliate's failure or inability to
comply with Section 2.16(e), except to the extent that such Foreign Lender's
assignor (if any) was entitled, at the time of assignment, to receive additional
amounts from the Company with respect to such withholding tax pursuant to
Section 2.16(a).

            "Existing Credit Agreement" means the Company's $1,500,000,000 Third
Amended and Restated Revolving Credit Agreement - Facility B dated as of January
23, 2001 among the Company, the lenders from time to time party thereto and
JPMorgan Chase Bank, N.A., as administrative agent, as amended and in effect
immediately prior to the Effective Date.

            "Existing Letters of Credit" means each letter of credit previously
issued for the account of the Company pursuant to the Existing Credit Agreement
that (a) is outstanding on the Effective Date and (b) is listed on Schedule
2.05.

            "Facility Fee" has meaning ascribed to it in Section 2.11(a).

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

            "Financial Officer" means, with respect to the Company, the chief
financial officer, principal accounting officer, treasurer or controller of the
Company.

            "Fixed Rate" means, with respect to any Competitive Loan (other than
a Eurodollar Competitive Loan), the fixed rate of interest per annum specified
by the Lender making such Competitive Loan in its related Competitive Bid.

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

            "Foreign Lender" means any Lender that is organized under the laws
of a jurisdiction other than that in which the Company is located. For purposes
of this

<PAGE>

                                                                               9

definition, the United States of America, each State thereof and the District of
Columbia shall be deemed to constitute a single jurisdiction.

            "GAAP" means generally accepted accounting principles in the United
States of America.

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

            "Guaranty" by any Person means any direct or indirect undertaking to
assume, guaranty, endorse, contingently agree to purchase or to provide funds
for the payment of, or otherwise become liable in respect of, any obligation of
any other Person, excluding endorsements for collection or deposit in the
ordinary course of business.

            "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.

            "Indemnified Taxes" means Taxes other than Excluded Taxes.

            "Indemnitee" shall have the meaning ascribed to it in Section 9.03.

            "Information" shall have the meaning ascribed to it in Section 9.13.

            "Interest Election Request" means a request by the Company to
convert or continue a Revolving Borrowing in accordance with Section 2.07.

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

            "Interest Period" means (a) with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically

<PAGE>

                                                                              10

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

            "Issuing Banks" means each of the Lenders listed on Schedule 2.05
and such other Lenders, if any, that shall have become an Issuing Bank hereunder
as provided in Section 2.05(k), each in its capacity as the issuer of Letters of
Credit hereunder, and its successors in such capacity as provided in Section
2.05(i). Each Issuing Bank may, in its discretion, arrange for one or more
Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case
the term "Issuing Bank" shall include any such Affiliate with respect to Letters
of Credit issued by such Affiliate.

            "Issuing Bank Agreement" shall have the meaning assigned to such
term in Section 2.05(k).

            "LC Commitment" means, with respect to any Issuing Bank, the maximum
permitted amount of the LC Exposure that may be attributable to Letters of
Credit that, subject to the terms and conditions hereof, are required to be
issued by such Issuing Bank. The initial amount of each Issuing Bank's LC
Commitment is set forth on Schedule 2.05 or, if such Issuing Bank is not listed
on such Schedule, as provided for in Section 2.05(k).

            "LC Disbursement" means a payment made by any Issuing Bank pursuant
to a Letter of Credit.

            "LC Exposure" means, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or
on behalf of the Company at such time. The LC Exposure of any Lender at any time
shall be its Applicable Percentage of the total LC Exposure at such time.

<PAGE>

                                                                              11

            "LC Participation Fee" has the meaning assigned to such term in
Section 2.11(b).

            "Lenders" means the Persons listed on Schedule 2.01 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance.

            "Letter of Credit" means any letter of credit issued pursuant to
this Agreement.

            "Leverage Ratio" means, on any date, the ratio of (a) Total
Consolidated Debt as of such date to (b) Consolidated EBITDA for the most recent
period of four fiscal quarters for which financial statements of the Company
shall be available as of such date.

            "LIBO Rate" means, with respect to each Interest Period pertaining
to a Eurodollar Loan, the rate per annum determined by the Administrative Agent
to be the offered rate for deposits in dollars with a term comparable to such
Interest Period that appears on the Telerate Page at approximately 11:00 a.m.,
London time, two Business Days prior to the beginning of such Interest Period;
provided, however, that if at any time for any reason such offered rate does not
appear on the Telerate Page, "LIBO Rate" shall mean, with respect to each day
during each Interest Period pertaining to a Eurodollar Loan, the rate per annum
equal to the average (rounded upward to the nearest 1/100 of 1%) of the
respective rates notified to the Administrative Agent by the Reference Bank, as
the rate, at which such Reference Banks are offered deposits in dollars at or
about 11:00 a.m., London time, two Business Days prior to the beginning of such
Interest Period in the London interbank market for delivery on the first day of
such Interest Period for the number of days comprised therein.

            "Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any agreement to give any of the
foregoing), any conditional sale or other title retention agreement, or any
lease in the nature thereof.

            "Loan Documents" means, collectively, this Agreement and all other
agreements, instruments and documents executed in connection wherewith and
therewith, in each case as the same may be amended, restated, modified or
otherwise supplemented from time to time.

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

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

            "Margin Stock" shall have the meaning provided in Regulation U of
the Board.

<PAGE>

                                                                              12

            "Material Adverse Effect" means (a) when used in any representation
and warranty or covenant of the Company on and as of the date hereof, any event,
development or circumstance that has had or could reasonably be expected to have
a material adverse effect on (i) the business, assets, property or financial
condition of the Company and its Consolidated Subsidiaries taken as a whole, or
(ii) the validity or enforceability of this Agreement or the rights and remedies
of the Administrative Agent, the Issuing Banks or the Lenders hereunder and (b)
when used in any representation and warranty or covenant of the Company on any
date after the date hereof, any change in the consolidated financial condition
or operations of the Company and its Consolidated Subsidiaries from that set
forth in the consolidated balance sheet of the Company dated as of December 31,
2003, that is likely to materially and adversely affect the Company's ability to
comply with Section 6.05 or 6.06 or to perform its other obligations to the
Lenders under this Agreement.

            "Material Indebtedness" means Debt (other than the Loans and Letters
of Credit) of the Company in an aggregate principal amount exceeding
$10,000,000.

            "Maturity Date" means December 10, 2009.

            "Moody's" means Moody's Investors Service, Inc.

            "Note" has the meaning ascribed to it in Section 2.09(e)

            "Notice of LC Activity" means a notice substantially in the form of
Exhibit D hereto delivered by an Issuing Bank to the Company and the
Administrative Agent pursuant to Section 2.05(b) with respect to the issuance,
amendment, renewal, extension or expiry of, or a drawing under, a Letter of
Credit.

            "Notice of LC Request" means a notice substantially in the form of
Exhibit E hereto delivered by the Company to an Issuing Bank and the
Administrative Agent pursuant to Section 2.05(b) with respect to a proposed
Letter of Credit.

            "Other Taxes" means any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement.

            "Participant" has the meaning ascribed to it in Section 9.04.

            "Permitted Encumbrances" means:

            (a) Liens imposed by law for taxes that are not yet due or are being
      contested in good faith by appropriate proceedings and as to which
      appropriate reserves have been set aside in accordance with GAAP;

            (b) carriers', warehousemen's, mechanics', materialmen's, and
      repairmen's Liens, Liens for crew's wages or salvage (or making deposits
      to release such Liens) and other like Liens imposed by law, arising in the
      ordinary

<PAGE>

                                                                              13

      course of business and securing obligations that are not overdue by more
      than 30 days or are being contested in good faith by appropriate
      proceedings and as to which appropriate reserves have been set aside in
      accordance with GAAP;

            (c) Liens on standard industry terms imposed by charter parties or
      under contracts of affreightment;

            (d) Liens arising out of judgments or awards against the Company or
      any of its Consolidated Subsidiaries with respect to which the Company or
      such Subsidiary at the time shall currently be prosecuting an appeal or
      proceedings for review and with respect to which it shall have secured a
      stay of execution pending such appeal or proceedings for review;

            (e) pledges and deposits made in the ordinary course of business in
      compliance with workers' compensation, unemployment insurance and other
      social security laws or regulations;

            (f) deposits to secure the performance of bids, trade contracts,
      leases, statutory obligations, surety and appeal bonds or performance
      bonds, margin posted to secure payment or performance under futures,
      forwards or Swap Agreements, and other obligations of a like nature, in
      each case in the ordinary course of business;

            (g) easements, zoning restrictions, rights-of-way and similar
      encumbrances on real property and imperfections of titles imposed by law
      or arising in the ordinary course of business that do not secure any
      monetary obligations and do not materially detract from the value of the
      affected property or interfere with the ordinary conduct of business of
      the Company or any of its Consolidated Subsidiaries;

            (h) Liens on any oil and/or gas properties or other mineral
      interests of the Company or any of its Consolidated Subsidiaries, whether
      developed or undeveloped, arising as security for the Company's or such
      Subsidiary's costs and expenses incurred by it in connection with the
      exploration, development or operation of such properties, in favor of a
      person who is conducting the exploration, development or operation of such
      properties, or in connection with farmout, dry hole, bottom hole,
      communitization, unitization, pooling and operating agreements and/or
      other agreements of like general nature incident to the acquisition,
      exploration, development and operation of such properties or as required
      by regulatory agencies having jurisdiction in the premises; and

            (i) overriding royalties, royalties, production payments, net
      profits interests or like interests to be paid out of production from oil
      and/or gas properties or other mineral interests of the Company or any of
      its Consolidated Subsidiaries, or to be paid out of the proceeds from the
      sale of any such production;

<PAGE>

                                                                              14

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Debt.

            "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

            "Prime Rate" means the rate of interest per annum publicly announced
from time to time by JPMorgan Chase Bank, N.A., as its prime rate in effect at
its principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

            "Public Debt Ratings" means the ratings assigned by S&P and Moody's
to Company's senior unsecured non-credit enhanced long term debt. For purposes
of the foregoing, (a) if only one of S&P and Moody's shall have in effect a
Public Debt Rating, the Applicable Facility Fee Rate and the Applicable Margin
shall be determined by reference to the available rating; (b) if neither S&P nor
Moody's shall have in effect a Public Debt Rating, the Applicable Facility Fee
Rate and the Applicable Margin will be set in accordance with Level V under the
definition of "Applicable Facility Fee Rate" or "Applicable Margin", as the case
may be; (c) if the ratings established by S&P and Moody's shall fall within
different levels, the Applicable Facility Fee Rate and the Applicable Margin
shall be based upon the higher of such ratings, provided that if the lower of
such ratings is more than one level below the higher of such ratings, the
Applicable Facility Fee Rate and the Applicable Margin shall be determined by
reference to the level that is one level above such lower rating, provided,
further, that if either of the ratings established by S&P or Moody's shall fall
within Level V under the definition of "Applicable Facility Fee Rate" or
"Applicable Margin", as the case may be, the Applicable Facility Fee Rate and
the Applicable Margin will be set in accordance with such Level V; (d) if any
rating established by S&P or Moody's shall be changed, such change shall be
effective as of the date on which such change is first announced publicly by the
rating agency making such change; and (e) if S&P or Moody's shall change the
basis on which ratings are established, each reference to the Public Debt Rating
announced by S&P or Moody's, as the case may be, shall refer to the then
equivalent rating by S&P or Moody's, as the case may be.

            "Reference Banks" means JPMorgan Chase Bank, N.A, or such other bank
or banks as may from time to time be designated by the Company and approved by
the Administrative Agent.

            "Register" has the meaning ascribed to it in Section 9.04.

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

            "Required Lenders" means, (a) at any time prior to the termination
of the Commitments pursuant to Article VII, Lenders having Revolving Credit
Exposures and

<PAGE>

                                                                              15

unused Commitments representing at least 51% of the aggregate Revolving Credit
Exposures and unused Commitments at such time (provided that, for purposes of
declaring the Loans to be due and payable pursuant to Article VII, the
outstanding Competitive Loans of the Lenders shall be included in their
respective Revolving Credit Exposures in determining the Required Lenders) and
(b) for all purposes after the termination of the Commitments pursuant to
Article VII, Lenders having outstanding Loans and LC Exposures representing at
least 51% of the aggregate outstanding principal amount of Loans and LC
Exposures.

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

            "Revolving Loan" means a Loan made pursuant to Section 2.03.

            "S&P" means Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, Inc., or any successor thereto.

            "SEC" shall mean the Securities and Exchange Commission.

            "Scheduled Debt" has the meaning ascribed to it in Section 3.10.

            "Significant Subsidiary" shall mean, with respect to any Person on
any date, a Consolidated Subsidiary of such Person that as of such time
satisfies the definition of a "significant subsidiary" contained as of the date
hereof in Regulation S-X of the SEC.

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

            "Subsidiary" means, with respect to any Person (the "parent") at any
date, any corporation, limited liability company, partnership, association or
other entity (a) of which securities or other ownership interests representing
more than 50% of the equity or more than 50% of the ordinary voting power or, in
the case of a partnership, more than 50% of the general partnership interests
are, as of such date, owned, controlled or held, or (b) that is, as of such
date, otherwise Controlled, by the parent or one or more Subsidiaries of the
parent or by the parent and one or more Subsidiaries of the parent.

<PAGE>

                                                                              16

            "Swap Agreement" means any interest rate, currency or commodity swap
agreement or other interest rate, currency or commodity price protection
agreement capable of financial settlement only.

            "Swap Payment Obligation" means, with respect to any Person, an
obligation of such Person to pay money, either in respect of a periodic payment
or upon termination, to a counterparty under a Swap Agreement, after giving
effect to any netting arrangements between such Person and such counterparty and
such Person's rights of set-off in respect of such obligation provided for in
such Swap Agreement.

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

            "Telerate Page" means the display designated as Page 3750 on the Dow
Jones Markets System (or such other page as may replace such page on such
service for the purpose of displaying the rates at which dollar deposits are
offered by leading banks in the London interbank deposit market).

            "Total Capitalization" of any Person on any date means the sum of
(i) Total Consolidated Debt of such Person on such date and (ii) shareholders'
equity of such Person on such date, determined on a consolidated basis in
accordance with GAAP.

            "Total Consolidated Debt" of any Person on any date means all Debt
of such Person and its Consolidated Subsidiaries on such date, determined on a
consolidated basis in accordance with GAAP.

            "Total Exposure" means, with respect to any Lender at any time, the
sum of (i) the Revolving Credit Exposure of such Lender and (ii) the aggregate
outstanding principal amount of such Lender's Competitive Loans.

            "Transactions" means each of the execution, delivery and performance
by the Company of this Agreement and the borrowing of Loans hereunder.

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

            "USA Patriot Act" means the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001.

            SECTION 1.02. Classification of Loans and Borrowings. For purposes
of this Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type
(e.g., a "Eurodollar Revolving Loan"). Borrowings also may be classified and
referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a
"Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving
Borrowing").

<PAGE>

                                                                              17

            SECTION 1.03. Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's permitted successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.

            SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if the Company notifies the Administrative Agent that the Company requests
an amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the Company
that the Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn or such provision is amended in accordance herewith.

                                   ARTICLE II

                                   The Credits

            SECTION 2.01. Commitments. Subject to the terms and conditions set
forth herein, each Lender agrees to make Revolving Loans to the Company from
time to time during the Availability Period in an aggregate principal amount not
exceeding the amount of such Lender's Commitment; provided, that after giving
effect to each Revolving Credit Loan (a) no Lender's Revolving Credit Exposure
shall exceed such Lender's Commitment, and (b) the sum of the Total Exposures of
all the Lenders shall not exceed the sum of the Commitments of all Lenders.
Within the foregoing limits and subject to the terms and conditions set forth
herein, the Company may borrow, prepay and reborrow Revolving Loans.

<PAGE>

                                                                              18

            SECTION 2.02. Loans and Borrowings. (a) Each Revolving Loan shall be
made as part of a Borrowing consisting of Revolving Loans made by the Lenders,
ratably in accordance with their respective Commitments. Each Competitive Loan
shall be made in accordance with the procedures set forth in Section 2.04. The
failure of any Lender to make any Loan required to be made by it shall not
relieve any other Lender of its obligations hereunder; provided that the
Commitments and Competitive Bids of the Lenders are several and no Lender shall
be responsible for any other Lender's failure to make Loans as required.

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

            (c) At the commencement of each Interest Period for any Eurodollar
Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $10,000,000. At the time that
each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 and not less than $10,000,000;
provided that an ABR Revolving Borrowing may be in an aggregate amount that is
equal to the entire unused balance of the total Commitments or that is required
to finance the reimbursement of an LC Disbursement as contemplated by Section
2.05(e). Each Competitive Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $10,000,000. Borrowings of
more than one Type and Class may be outstanding at the same time; provided that
there shall not at any time be more than a total of 10 outstanding Eurodollar
Revolving Borrowings.

            SECTION 2.03. Requests for Revolving Borrowings. To request a
Revolving Borrowing, the Company shall notify the Administrative Agent of such
request by telephone (a) in the case of a Eurodollar Borrowing, not later than
11:00 a.m., New York City time, three Business Days before the date of the
proposed Borrowing or (b) in the case of any ABR Borrowing, not later than 11:00
a.m., New York City time, on the Business Day of the proposed Borrowing. Each
such telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent at its office
set forth in Section 9.01 of a written Borrowing Request in a form approved by
the Administrative Agent and signed by the Company. Each such telephonic and
written Borrowing Request shall specify the following information in compliance
with Section 2.02:

            (i) the aggregate amount of the requested Borrowing;

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

<PAGE>

                                                                              19

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

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

            (v) the location and number of the Company's account to which funds
      are to be disbursed, which shall comply with the requirements of Section
      2.06.

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

            SECTION 2.04. Bid Procedure for Competitive Loans. (a) Subject to
the terms and conditions set forth herein, from time to time during the
Availability Period the Company may request Competitive Bids and may (but shall
not have any obligation to) accept Competitive Bids and borrow Competitive
Loans; provided, that after giving effect to each Competitive Loan the sum of
the Total Exposures of all the Lenders shall not exceed the sum of the
Commitments of all Lenders. To request Competitive Bids, the Company shall
notify the Administrative Agent at its office set forth in Section 9.01 of such
request by telephone, (i) in the case of a Eurodollar Competitive Borrowing, not
later than 11:00 a.m., New York City time, four Business Days before the date of
the proposed Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later
than 10:00 a.m., New York City time, one Business Day before the date of the
proposed Borrowing. Each such telephonic Competitive Bid Request shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of a
written Competitive Bid Request in a form approved by the Administrative Agent
and signed by the Company. Each such telephonic and written Competitive Bid
Request shall specify the following information in compliance with Section 2.02:

            (i) the aggregate amount of the requested Borrowing;

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

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

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

            (v) the maturity date of such Borrowing, which shall be no less than
      seven and no more than 360 days from the requested drawdown date of such
      Borrowing; and

<PAGE>

                                                                              20

            (vi) the location and number of the Company's account to which funds
      are to be disbursed, which shall comply with the requirements of Section
      2.06.

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

            (b) Each Lender may (but shall not have any obligation to) make one
or more Competitive Bids to the Company in response to a Competitive Bid
Request. Each Competitive Bid by a Lender must be in a form approved by the
Administrative Agent and must be received by the Administrative Agent at its
office set forth in Section 9.01 by telecopy, (i) in the case of a Eurodollar
Competitive Borrowing, not later than 9:30 a.m., New York City time, three
Business Days before the date of the proposed Borrowing and (ii) in the case of
a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the
proposed date of such Competitive Borrowing. Competitive Bids that do not
conform substantially to the form approved by the Administrative Agent may be
rejected by the Administrative Agent, and the Administrative Agent shall notify
the applicable Lender of such rejection as promptly as practicable. Each
Competitive Bid shall specify (i) the principal amount (which shall be a minimum
of $5,000,000 and an integral multiple of $1,000,000 and which may equal the
entire principal amount of the Competitive Borrowing requested by the Company)
of the Competitive Loan or Loans that the Lender is willing to make, (ii) the
Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan
or Loans (expressed as a percentage rate per annum in the form of a decimal to
no more than four decimal places) and (iii) the Interest Period applicable to
each such Loan and the last day thereof.

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

            (d) Subject only to the provisions of this paragraph, the Company
may accept or reject any Competitive Bid. The Company shall notify the
Administrative Agent by telephone, confirmed by telecopy in a form approved by
the Administrative Agent, whether and to what extent it has decided to accept or
reject each Competitive Bid, (i) in the case of a Eurodollar Competitive
Borrowing, not later than 10:30 a.m., New York City time, three Business Days
before the date of the proposed Borrowing and (ii) in the case of a Fixed Rate
Borrowing, not later than 10:30 a.m., New York City time, on the proposed date
of such Competitive Borrowing; provided that (i) the failure of the Company to
give such notice shall be deemed to be a rejection of each Competitive Bid, (ii)
the Company shall not accept a Competitive Bid made at a particular Competitive
Bid Rate if the Company rejects a Competitive Bid made at a lower Competitive
Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the
Company shall not exceed the aggregate amount of the requested Competitive
Borrowing specified in the related Competitive Bid Request, (iv) to the extent
necessary to comply with clause (iii) of this proviso, the Company may accept
Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in
the case of multiple Competitive Bids at such

<PAGE>

                                                                              21

Competitive Bid Rate, shall be made pro rata in accordance with the amount of
each such Competitive Bid, and (v) except pursuant to clause (iv) above, no
Competitive Bid shall be accepted for a Competitive Loan unless such Competitive
Loan is in a minimum principal amount of $5,000,000 and an integral multiple of
$1,000,000; provided further that if a Competitive Loan must be in an amount
less than $5,000,000 because of the provisions of clause (iv) above, such
Competitive Loan may be for a minimum of $1,000,000 or any integral multiple
thereof, and in calculating the pro rata allocation of acceptances of portions
of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to
clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in
a manner determined by the Company. A notice given by the Company pursuant to
this paragraph shall be irrevocable.

            (e) The Administrative Agent shall promptly notify each bidding
Lender by telecopy whether or not its Competitive Bid has been accepted (and, if
so, the amount and Competitive Bid Rate so accepted), and each successful bidder
will thereupon become bound, subject to the terms and conditions hereof, to make
the Competitive Loan in respect of which its Competitive Bid has been accepted.

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

            SECTION 2.05. Letters of Credit. (a) General. Subject to the terms
and conditions set forth herein, the Company, at its option, may request any
Issuing Bank or Issuing Banks to issue for the Company's account Letters of
Credit denominated in dollars, in form reasonably acceptable to the
Administrative Agent and the applicable Issuing Banks, at any time and from time
to time during the Availability Period. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions
of any form of letter of credit application or other agreement submitted by the
Company to, or entered into by the Company with, any Issuing Bank relating to
any Letter of Credit, the terms and conditions of this Agreement shall control.
An Issuing Bank shall not be under any obligation to issue any Letter of Credit
if any order, judgment or decree of any Governmental Authority or arbitrator
shall by its terms purport to enjoin or restrain the Issuing Bank from issuing
such Letter of Credit, or any law, rule, regulation or orders of any
Governmental Authority applicable to the Issuing Bank or any request or
directive (whether or not having the force of law) from any Governmental
Authority with jurisdiction over the Issuing Bank shall prohibit, or request
that the Issuing Bank refrain from, the issuance of letters of credit generally
or such Letter of Credit in particular or shall impose upon the Issuing Bank
with respect to such Letter of Credit any restriction, reserve or capital
requirement (for which the Issuing Bank is not otherwise compensated hereunder)
not in effect on the Effective Date, or shall impose upon the Issuing Bank any
unreimbursed loss, cost or expense which was not applicable on the Effective
Date and which the Issuing Bank in good faith deems material to it.

<PAGE>

                                                                              22

            (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Company shall hand
deliver or telecopy (or transmit by electronic communication, if arrangements
for doing so have been approved by the applicable Issuing Bank) to an Issuing
Bank and the Administrative Agent (at least one Business Day in advance of the
requested date of issuance, amendment, renewal or extension) a Notice of LC
Request requesting the issuance of a Letter of Credit, or identifying the Letter
of Credit to be amended, renewed or extended, and specifying the date of
issuance, amendment, renewal or extension (which shall be a Business Day), the
date on which such Letter of Credit is to expire (which shall comply with
paragraph (c) of this Section), the amount of such Letter of Credit, the name
and address of the beneficiary thereof and such other information as shall be
necessary to prepare, amend, renew or extend such Letter of Credit. If requested
by the Issuing Bank, the Company also shall submit a letter of credit
application on the Issuing Bank's standard form in connection with any request
for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or
extended only if (and upon issuance, amendment, renewal or extension of each
Letter of Credit the Company shall be deemed to represent and warrant that),
after giving effect to such issuance, amendment, renewal or extension (i) the
aggregate LC Exposure shall not exceed the aggregate Commitments, (ii) the
portion of the LC Exposure attributable to Letters of Credit issued by any
Issuing Bank shall not exceed the LC Commitment of such Issuing Bank (unless
otherwise agreed by such Issuing Bank) and (iii) the Total Exposures shall not
exceed the total Commitments. Each Issuing Bank shall promptly (and in any event
within one Business Day) notify the Administrative Agent of each issuance,
amendment, renewal, extension or expiry of, and of each drawing under, each
Letter of Credit issued by it, and shall provide to the Administrative Agent
such other information as the Administrative Agent shall reasonably request as
to the Letters of Credit issued by such Issuing Bank. Without limiting the
foregoing, each Issuing Bank shall deliver a Notice of LC Activity to the
Administrative Agent and the Company within one Business Day of the issuance,
amendment, renewal, extension or expiry of, and of each drawing under, a Letter
of Credit. Such Notice of LC Activity shall include, to the extent applicable,
(i) a copy of the applicable Letter of Credit (or, if applicable, any amendment
thereof), (ii) information with respect to the stated amount, beneficiary and
expiration date of such Letter of Credit and (iii) information with respect to
the amendment, renewal, extension or expiry of, or drawing under, such Letter of
Credit.

            (c) Expiration Date. Each Letter of Credit shall expire at or prior
to the close of business on the earlier of (i) the date one year after the date
of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date
that is thirty Business Days prior to the Maturity Date.

            (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Bank or the Lenders, each Issuing Bank
hereby grants to each Lender, and each Lender hereby acquires from such Issuing
Bank, a participation in such Letter of Credit equal to such Lender's Applicable
Percentage of the aggregate amount available

<PAGE>

                                                                              23

to be drawn under such Letter of Credit. In consideration and in furtherance of
the foregoing, each Lender hereby absolutely and unconditionally agrees to pay
to the Administrative Agent, for the account of such Issuing Bank, such Lender's
Applicable Percentage of each LC Disbursement made by such Issuing Bank and not
reimbursed by the Company on the date due as provided in paragraph (e) of this
Section, or of any reimbursement payment required to be refunded to the Company
for any reason. Each Lender acknowledges and agrees that its obligation to
acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.

            (e) Reimbursement. If an Issuing Bank shall make any LC Disbursement
in respect of a Letter of Credit, the Company shall reimburse such LC
Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 12:00 noon, New York City time, not later than the
next Business Day following the date that such LC Disbursement is made, if the
Company shall have received notice of such LC Disbursement prior to 2:00 p.m.,
New York City time, on the date such LC Disbursement is made, or, if such notice
has not been received by the Company prior to such time on such date, then not
later than 12:00 noon, New York City time, on the Business Day next following
the date on which the Company receives such notice by such time; provided that
the Company may, subject to the conditions to borrowing set forth herein,
request in accordance with Section 2.03 that such payment be financed with an
ABR Revolving Borrowing in an equivalent amount and, to the extent so financed,
the Company's obligation to make such payment shall be discharged and replaced
by the resulting ABR Revolving Borrowing. If the Company fails to make such
payment when due, the Administrative Agent shall notify each Lender of the
applicable LC Disbursement, the payment then due from the Company in respect
thereof and such Lender's Applicable Percentage thereof. Promptly following
receipt of such notice, each Lender shall pay to the Administrative Agent its
Applicable Percentage of the payment then due from the Company, in the same
manner as provided in Section 2.06 with respect to Loans made by such Lender
(and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of
the Lenders), and the Administrative Agent shall promptly pay to the applicable
Issuing Bank the amounts so received by it from the Lenders. Promptly following
receipt by the Administrative Agent of any payment from the Company pursuant to
this paragraph, the Administrative Agent shall distribute such payment to the
applicable Issuing Bank or, to the extent that Lenders have made payments
pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders
and such Issuing Bank as their interests may appear. Any payment made by a
Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC
Disbursement (other than the funding of ABR Revolving Loans as contemplated
above) shall not constitute a Loan and shall not relieve the Company of its
obligation to reimburse such LC Disbursement.

            (f) Obligations Absolute. The Company's obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the

<PAGE>

                                                                              24

terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Company's obligations hereunder. None of
the Administrative Agent, the Lenders or the Issuing Banks, or any of their
Related Parties, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Banks; provided that the foregoing shall not be construed to excuse any
Issuing Bank from liability to the Company to the extent of any direct damages
(as opposed to consequential damages, claims in respect of which are hereby
waived by the Company to the extent permitted by applicable law) suffered by the
Company that are caused by such Issuing Bank's failure to exercise care when
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. The parties hereto expressly agree that,
in the absence of gross negligence or wilful misconduct on the part of an
Issuing Bank (as finally determined by a court of competent jurisdiction), such
Issuing Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, an
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.

            (g) Disbursement Procedures. Each Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. Each Issuing Bank shall promptly
notify the Administrative Agent and the Company by telephone (confirmed by
telecopy) of such demand for payment and whether such Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve the Company of its obligation to
reimburse such Issuing Bank and the Lenders with respect to any such LC
Disbursement.

            (h) Interim Interest. If an Issuing Bank shall make any LC
Disbursement, then, unless the Company shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day

<PAGE>

                                                                              25

from and including the date such LC Disbursement is made to but excluding the
date that the Company reimburses such LC Disbursement, at the rate per annum
then applicable to ABR Revolving Loans; provided that, if the Company fails to
reimburse such LC Disbursement when due pursuant to paragraph (e) of this
Section, then Section 2.12(d) shall apply. Interest accrued pursuant to this
paragraph shall be for the account of the applicable Issuing Bank, except that
interest accrued on and after the date of payment by any Lender pursuant to
paragraph (e) of this Section to reimburse the Issuing Bank shall be for the
account of such Lender to the extent of such payment.

            (i) Replacement of the Issuing Bank. Any Issuing Bank may be
replaced at any time by written agreement among the Company, the Administrative
Agent and the successor Issuing Bank, and consented to by the replaced Issuing
Bank (such agreements and consent not to be unreasonably delayed or withheld).
The Administrative Agent shall notify the Lenders of any such replacement of an
Issuing Bank. At the time any such replacement shall become effective, the
Company shall pay all unpaid fees accrued for the account of the replaced
Issuing Bank pursuant to Section 2.11(b). From and after the effective date of
any such replacement, (i) the successor Issuing Bank shall have all the rights
and obligations of the replaced Issuing Bank under this Agreement with respect
to Letters of Credit to be issued thereafter and (ii) references herein to the
term "Issuing Bank" shall be deemed to refer to such successor or to any
previous Issuing Bank, or to such successor and all previous Issuing Banks, as
the context shall require. After the replacement of an Issuing Bank hereunder,
the replaced Issuing Bank shall remain a party hereto and shall continue to have
all the rights and obligations of an Issuing Bank under this Agreement with
respect to Letters of Credit issued by it prior to such replacement, but shall
not be required to issue additional Letters of Credit.

            (j) Cash Collateralization. If any Event of Default shall occur and
be continuing, on the Business Day that the Company receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Revolving Lenders with LC Exposures representing greater
than 50% of the total LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, the Company shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the
benefit of the Lenders, an amount in cash equal to the LC Exposure as of such
date plus any accrued and unpaid interest thereon; provided that the obligation
to deposit such cash collateral shall become effective immediately, and such
deposit shall become immediately due and payable, without demand or other notice
of any kind, upon the occurrence of any Event of Default with respect to the
Company described in clause (g) or (h) of Article VII. Each such deposit shall
be held by the Administrative Agent as collateral for the payment and
performance of the obligations of the Company under this Agreement. The
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Other than any interest earned
on the investment of such deposits, which investments shall be made at the
option and sole discretion of the Administrative Agent and at the Company's risk
and expense, such deposits shall not bear interest. Interest or profits, if any,
on such investments shall accumulate in such account. Moneys in such account
shall be applied by the Administrative Agent to reimburse any Issuing Bank for
LC Disbursements for which it has not been reimbursed and, to the extent not so
applied,

<PAGE>

                                                                              26

shall be held for the satisfaction of the reimbursement obligations of the
Company for the LC Exposure at such time or, if the maturity of the Loans has
been accelerated (but subject to the consent of Revolving Lenders with LC
Exposures representing greater than 50% of the total LC Exposure), be applied to
satisfy other obligations of the Company under this Agreement. If the Company is
required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of Default, such amount (to the extent not applied as
aforesaid) shall be returned to the Company within three Business Days after all
Events of Default have been cured or waived.

            (k) Designation of Additional Issuing Banks. From time to time, the
Company may by notice to the Administrative Agent and the Lenders designate as
additional Issuing Banks one or more Lenders that agree to serve in such
capacity as provided below. The acceptance by a Lender of any appointment as an
Issuing Bank hereunder shall be evidenced by an agreement (an "Issuing Bank
Agreement"), which shall be in a form satisfactory to the Company and the
Administrative Agent, shall set forth the LC Commitment of such Lender and shall
be executed by such Lender, the Company and the Administrative Agent and, from
and after the effective date of such agreement, (i) such Lender shall have all
the rights and obligations of an Issuing Bank under this Agreement and the other
Loan Documents and (ii) references herein and in the other Loan Documents to the
term "Issuing Bank" shall be deemed to include such Lender in its capacity as an
Issuing Bank.

            (l) Existing Letters of Credit. As of the Effective Date, each
Existing Letter of Credit shall be deemed, for the purposes of this Agreement,
to be a Letter of Credit issued under this Section.

            SECTION 2.06. Funding of Borrowings. (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the Lenders; such
transfers shall be made by (x) 12:00 Noon, New York City time in the case of
Borrowings other than ABR Borrowings and (y) 2:00 p.m., New York City time in
the case of ABR Borrowings on the date such Loan is made. The Administrative
Agent will make such amounts available to the Company by promptly crediting the
amounts so received, in like funds, to an account of the Company designated by
the Company in the applicable Borrowing Request or Competitive Bid Request;
provided that ABR Revolving Loans made to refinance the reimbursement of an LC
Disbursement as provided in Section 2.05(e) shall be remitted by the
Administrative Agent to the applicable Issuing Bank.

            (b) Unless the Administrative Agent shall have received notice from
a Lender prior to the proposed time of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Company a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Company severally agree to

<PAGE>

                                                                              27

pay to the Administrative Agent forthwith on demand such corresponding amount
with interest thereon, for each day from and including the date such amount is
made available to the Company to but excluding the date of payment to the
Administrative Agent, at (i) in the case of such Lender, the Federal Funds
Effective Rate or (ii) in the case of the Company, the interest rate applicable
to ABR Loans. If such Lender pays such amount to the Administrative Agent, then
such amount shall constitute such Lender's Loan included in such Borrowing.

            SECTION 2.07. Interest Elections. (a) Each Revolving Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurodollar Revolving Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request. Thereafter, the Company
may elect to convert such Borrowing to a different Type or to continue such
Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect
Interest Periods therefor, all as provided in this Section. The Company may
elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing. This Section shall
not apply to Competitive Borrowings, which may not be converted or continued.

            (b) To make an election pursuant to this Section, the Company shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.03 if the Company were
requesting a Revolving Borrowing of the Type resulting from such election to be
made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request in a form approved by the Administrative Agent and signed by the
Company.

            (c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

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

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

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

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

<PAGE>

                                                                              28

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

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

            (e) If the Company fails to deliver a timely Interest Election
Request with respect to a Eurodollar Revolving Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing and the Administrative Agent,
at the request of the Required Lenders, so notifies the Company, then, so long
as an Event of Default is continuing (i) no outstanding Revolving Borrowing may
be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid,
each Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing at
the end of the Interest Period applicable thereto.

            SECTION 2.08. Termination of Commitments; Reduction of Commitments.
(a) Unless previously terminated, the Commitments and the LC Commitments shall
terminate on the Maturity Date.

            (b) The Company may at any time terminate, or from time to time
reduce, the aggregate amount of the Commitments; provided that (i) each
reduction of the Commitments shall be in an amount that is an integral multiple
of $10,000,000 and not less than $50,000,000 and (ii) the Company shall not
terminate or reduce the Commitments if, after giving effect to any concurrent
prepayment of the Loans in accordance with Section 2.10, the sum of the Total
Exposures of all the Lenders would exceed the total Commitments.

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

            SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) The
Company hereby unconditionally promises to pay (i) to the Administrative Agent
for the account of each Lender the then unpaid principal amount of each
Revolving Loan made

<PAGE>

                                                                              29

to the Company on the Maturity Date and (ii) to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Competitive Loan
made by such Lender to the Company on the last day of the Interest Period
applicable to such Loan.

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

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

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

            (e) Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, the Company shall prepare, execute and deliver
to such Lender a nonnegotiable promissory note substantially in the form
attached as Exhibit B (a "Note") payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its permitted registered assigns).
Thereafter, the Loans evidenced by such Note and interest thereon shall at all
times (including after assignment pursuant to Section 9.04) be represented by
one or more Notes payable to the order of the payee named therein (or, if such
Note is a registered Note, to such payee and its permitted registered assigns).

            SECTION 2.10. Prepayment of Loans. (a) The Company shall have the
right at any time and from time to time to prepay any Borrowing made by it in
whole or in part, subject to prior notice in accordance with paragraph (b) of
this Section; provided that the Company shall not have the right to prepay any
Competitive Loan without the prior consent of the Lender thereof.

            (b) The Company shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New
York City time, three Business Days before the date of prepayment and (ii) in
the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.,
New York City time, one Business Day before the date of prepayment. Each such
notice shall be irrevocable and shall specify the prepayment date and the
principal amount of each Borrowing or portion

<PAGE>

                                                                              30

thereof to be prepaid; provided that, if a notice of prepayment is given in
connection with a conditional notice of termination of the Commitments as
contemplated by Section 2.08, then such notice of prepayment may be revoked if
such notice of termination is revoked in accordance with Section 2.08. Promptly
following receipt of any such notice relating to a Revolving Borrowing, the
Administrative Agent shall advise the Lenders of the contents thereof. Each
partial prepayment of any Revolving Borrowing shall be in an amount that would
be permitted in the case of an advance of a Revolving Borrowing of the same Type
as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be
applied ratably to the Loans included in the prepaid Borrowing. Prepayments
shall be accompanied by accrued interest to the extent required by Section 2.12.

            SECTION 2.11. Fees. (a) The Company agrees to pay to the
Administrative Agent for the account of each Lender a facility fee, (the
"Facility Fee") which shall accrue at the Applicable Facility Fee Rate on the
daily amount of the Commitment of such Lender (whether used or unused) during
the period from and including the date hereof to but excluding the date on which
such Commitment terminates; provided that, if such Lender continues to have any
Revolving Credit Exposure after its Commitment terminates, then such Facility
Fee shall continue to accrue on the daily amount of such Lender's Revolving
Credit Exposure from and including the date on which its Commitment terminates
to but excluding the date on which such Lender ceases to have any Revolving
Credit Exposure. Accrued Facility Fees shall be payable in arrears on the last
day of March, June, September and December of each year and on the date on which
the Commitments terminate, commencing on the first such date to occur after the
date hereof; provided that any Facility Fees accruing after the date on which
the Commitments terminate shall be payable on demand. All Facility Fees shall be
computed on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day).

            (b) The Company agrees to pay to the Administrative Agent (i) for
the account of each Lender a participation fee with respect to its
participations in Letters of Credit (an "LC Participation Fee"), which shall
accrue at the Applicable Margin used to determine interest on Eurodollar
Revolving Loans on the daily amount of such Lender's LC Exposure (excluding any
portion thereof attributable to unreimbursed LC Disbursements) during the period
from and including the date hereof but excluding the later of the date on which
such Lender's Commitment terminates and the date on which such Lender ceases to
have any LC Exposure, and (ii) for the account of each Issuing Bank a fronting
fee, which shall accrue at the rate of 0.125% per annum on the average daily
amount of the LC Exposure attributable to the Letters of Credit issued by such
Issuing Bank (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Effective Date to but
excluding the later of the date of termination of the Commitments and the date
on which there ceases to be any LC Exposure, as well as such Issuing Bank's
standard fees with respect to the issuance, amendment, renewal or extension of
any Letter of Credit or processing of drawings thereunder. Participation fees
and fronting fees accrued through and including the last day of March, June,
September and December of each year shall be payable on the 15th day of the
month following such last day (or, if such 15th day is not a Business day, on
the next succeeding Business Day), commencing on the first such date to occur

<PAGE>

                                                                              31

after the date hereof; 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. Any other fees
payable to an Issuing Bank pursuant to this paragraph shall be payable within 10
days after demand. 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).

            (c) The Company agrees to pay to the Administrative Agent and each
of the Lenders, for their own accounts, fees payable in the amounts and at the
times separately agreed upon between the Company and such other parties.

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

            (e) Within 10 days after the end of each fiscal quarter (commencing
with the fiscal quarter ending December 31, 2004), the Company shall deliver to
the Administrative Agent a schedule (i) stating the aggregate amount of
participation fees due and payable with respect to such fiscal quarter and (ii)
stating the aggregate amount of fronting fees due and payable to each Issuing
Bank with respect to such fiscal quarter. Promptly after receipt of each such
schedule, (x) the Administrative Agent shall compare such amounts with its own
calculations of the participation and fronting fees due and payable with respect
to such fiscal quarter and (y) the Administrative Agent and the Company shall
discuss the amounts set forth in each such schedule and shall, subject to the
next sentence, agree on the amount of such fees to be paid by the Company for
such fiscal quarter. Neither the failure of the Company to deliver any such
schedule, nor the inaccuracy of any such schedule, shall relieve the Company of
its obligations to pay such fees hereunder, but no such failure or inaccuracy
shall constitute a Default or an Event of Default. In the event the Company pays
any such fees based on any such schedule or any such agreement by the
Administrative Agent and the amount so paid by the Company is insufficient to
satisfy the Company's actual payment obligations under Section 2.11(a) and (b)
above, then the Company shall remain liable for any such deficiency and the
Company shall pay to the Administrative Agent (for its account, the account of
the applicable Issuing Banks and/or the account of the Lenders, as applicable)
the amount of any such deficiency within two Business Days of demand thereof.

            SECTION 2.12. Interest. (a) The Loans comprising each ABR Borrowing
shall bear interest at a rate per annum equal to the Alternate Base Rate plus
the Applicable Margin.

            (b) The Loans comprising each Eurodollar Borrowing shall bear
interest at a rate per annum equal to (i) in the case of a Eurodollar Revolving
Loan, the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Margin or (ii) in the case of a Eurodollar
Competitive Loan, the LIBO Rate for the

<PAGE>

                                                                              32

Interest Period in effect for such Borrowing plus (or minus, as applicable) the
Margin applicable to such Loan.

            (c) Each Fixed Rate Loan shall bear interest at a rate per annum
equal to the Fixed Rate applicable to such Loan.

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

            (e) Accrued interest on each Loan shall be payable in arrears on
each Interest Payment Date for such Loan; provided that (i) interest accrued
pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in
the event of any repayment or prepayment of any Loan (other than a prepayment of
an ABR Revolving Loan prior to the end of the Availability Period), accrued
interest on the principal amount repaid or prepaid shall be payable on the date
of such repayment or prepayment, (iii) in the event of any conversion of any
Eurodollar Revolving Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date
of such conversion and (iv) all accrued interest shall be payable upon
termination of the Commitments.

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

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

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

            (b) the Administrative Agent is advised by the Required Lenders (or,
      in the case of a Eurodollar Competitive Loan, the Lender that is required
      to make such Loan) that because of a change in circumstances affecting the
      eurodollar market generally the Adjusted LIBO Rate or the LIBO Rate, as
      applicable, for such Interest Period will not adequately and fairly
      reflect the cost to such Lenders

<PAGE>

                                                                              33

      (or Lender) of making or maintaining their Loans (or its Loan) included in
      such Borrowing for such Interest Period;

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

            SECTION 2.14. Increased Costs. (a) If any Change in Law shall:

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

            (ii) impose on any Lender or any Issuing Bank or the London
      interbank market any other condition affecting this Agreement or
      Eurodollar Loans or Fixed Rate Loans made by such Lender or any Letter of
      Credit or participations therein;

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

            (b) If any Lender or Issuing Bank determines that any Change in Law
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender's or Issuing Bank's capital or on the capital of such
Lender's or such Issuing Bank's holding company, if any, as a consequence of
this Agreement or the Loans made or Letters of Credit issued hereunder, to a
level below that which such Lender or such Issuing Bank or such Lender's or such
Issuing Bank's holding company could have achieved but for such Change in Law
(taking into consideration such Lender's or Issuing Bank's policies and the
policies of such Lender's or Issuing Bank's holding company with respect to
capital adequacy), then from time to time the Company will pay to such Lender or
such Issuing Bank such additional amount or amounts as will

<PAGE>

                                                                              34

compensate such Lender or such Issuing Bank or such Lender's or Issuing Bank's
holding company for any such reduction suffered.

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

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

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

            SECTION 2.15. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar Loan or Fixed Rate Loan other than on
the last day of an Interest Period applicable thereto (including as a result of
an Event of Default), (b) the conversion of any Eurodollar Loan other than on
the last day of the Interest Period applicable thereto, (c) the failure to
borrow, convert, continue or prepay any Revolving Loan on the date specified in
any notice delivered pursuant hereto (regardless of whether such notice is
permitted to be revocable under Section 2.10(b) and is revoked in accordance
herewith), (d) the failure to borrow any Competitive Loan after accepting the
Competitive Bid to make such Loan, or (e) the assignment of any Eurodollar Loan
or Fixed Rate Loan other than on the last day of the Interest Period applicable
thereto as a result of a request by the Company pursuant to Section 2.18, then,
in any such event, the Company shall compensate each Lender for the loss, cost
and expense attributable to such event. In the case of a Eurodollar Loan, the
loss to any Lender attributable to any such event shall be deemed to include an
amount determined by such Lender to be equal to the excess, if any, of (i) the
amount of interest that such Lender would pay for a deposit equal to the
principal amount of such Loan for the period from the date of such payment,
conversion, failure or assignment to the last day of the then current Interest
Period for such Loan (or, in the case of a failure to borrow, convert or
continue, the duration of the Interest Period that would have resulted from such

<PAGE>

                                                                              35

borrowing, conversion or continuation) if the interest rate payable on such
deposit were equal to the Adjusted LIBO Rate for such Interest Period, over (ii)
the amount of interest that such Lender would earn on such principal amount for
such period if such Lender were to invest such principal amount for such period
at the interest rate that would be bid by such Lender (or an affiliate of such
Lender) for dollar deposits from other banks in the eurodollar market at the
commencement of such period. A certificate of any Lender setting forth any
amount or amounts that such Lender is entitled to receive pursuant to this
Section shall be delivered to the Company and shall be conclusive absent
manifest error. The Company shall pay such Lender the amount shown as due on any
such certificate within 10 days after receipt thereof.

            SECTION 2.16. Taxes. (a) Any and all payments by or on account of
any obligation of the Company hereunder shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided that if the
Company shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, Lender or
Issuing Bank (as the case may be) receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Company shall make such
deductions and (iii) the Company shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.

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

            (c) The Company shall indemnify the Administrative Agent, each
Lender and each Issuing Bank, within 10 days after written demand therefor, for
the full amount of any Indemnified Taxes or Other Taxes (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section) paid by the Administrative Agent, such Lender or such
Issuing Bank, as the case may be, and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such
payment or liability delivered to the Company by a Lender or an Issuing Bank, or
by the Administrative Agent on its own behalf or on behalf of a Lender or an
Issuing Bank, shall be conclusive absent manifest error.

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

            (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Company is located, or

<PAGE>

                                                                              36

any treaty to which such jurisdiction is a party, with respect to payments under
this Agreement shall, upon request of the Company, deliver to the Company (with
a copy to the Administrative Agent), at the time or times prescribed by
applicable law or reasonably requested by the Company, such properly completed
and executed documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate.

            SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of
Set-offs. (a) The Company shall make each payment required to be made by it
hereunder (whether of principal, interest, fees, reimbursement of LC
Disbursements or of any amounts under Section 2.14, 2.15 or 2.16, or otherwise)
prior to 12:00 Noon, New York City time, on the date when due in immediately
available funds, without set-off or counterclaim. Any amounts received after
such time on any date may, in the discretion of the Administrative Agent, be
deemed to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the
Administrative Agent at its offices at 1111 Fannin, 10th Floor, Houston, Texas
77002, except that payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03 shall
be made directly to the Persons entitled thereto. The Administrative Agent shall
distribute any such payments received by it for the account of any other Person
to the appropriate recipient promptly following receipt thereof. If any payment
hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be payable for the period of
such extension. All payments hereunder shall be made in dollars.

            (b) If at any time insufficient funds are received by and available
to the Administrative Agent to pay fully all amounts of principal, unreimbursed
LC Disbursements, interest and fees then due hereunder, such funds shall be
applied (i) first, to pay interest and fees then due hereunder, ratably among
the parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, to pay principal and unreimbursed LC
Disbursements then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal and unreimbursed LC Disbursements then
due to such parties.

            (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans or participations in unreimbursed LC
Disbursements resulting in such Lender receiving payment of a greater proportion
of the aggregate amount of its Revolving Loans or participations in unreimbursed
LC Disbursements and accrued interest thereon than the proportion received by
any other Lender, then the Lender receiving such greater proportion shall
purchase (for cash at face value) participations in the Revolving Loans or
participations in unreimbursed LC Disbursements of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Revolving Loans or participations in
unreimbursed LC Disbursements; provided that (i) if any such participations are
purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be

<PAGE>

                                                                              37

rescinded and the purchase price restored to the extent of such recovery,
without interest, and (ii) the provisions of this paragraph shall not be
construed to apply to any payment made by the Company pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Loans to any assignee or participant, other than to the Company or any
Subsidiary or Affiliate thereof (as to which the provisions of this paragraph
shall apply). The Company consents to the foregoing and agrees, to the extent it
may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Company rights of set-off and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of the Company in the amount of
such participation.

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

            (e) If any Lender or Issuing Bank shall fail to make any payment
required to be made by it pursuant to Section 2.05(d) or (e), 2.06(b) or
2.17(d), then the Administrative Agent may, in its discretion (notwithstanding
any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender or such Issuing Bank to
satisfy such Lender or such Issuing Bank's obligations under such Sections until
all such unsatisfied obligations are fully paid.

            SECTION 2.18. Mitigation Obligations; Replacement of Lenders. (a) If
any Lender requests compensation under Section 2.14, or if the Company is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.16, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Company
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

<PAGE>

                                                                              38

            (b) If any Lender requests compensation under Section 2.14, or if
the Company is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Company may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement
(other than any outstanding Competitive Loans held by it) to an assignee that
shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (i) the Company shall have received the
prior written consent of the Administrative Agent (and if a Revolving Commitment
is being assigned, each Issuing Bank), which consent shall not unreasonably be
withheld, (ii) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans (other than Competitive Loans) and
participations in LC Disbursements, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder, from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or the Company (in the
case of all other amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.14 or payments required
to be made pursuant to Section 2.16, such assignment will result in a reduction
in such compensation or payments. A Lender shall not be required to make any
such assignment and delegation if, prior thereto, as a result of a waiver by
such Lender or otherwise, the circumstances entitling the Company to require
such assignment and delegation cease to apply.

                                   ARTICLE III

                         Representations and Warranties

            The Company represents and warrants to each of the Lenders and
Issuing Banks as follows:

            SECTION 3.01. Corporate Existence and Power; Compliance with Law.
The Company is a corporation duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation. The Company is in
compliance with all laws, regulations and orders of any Governmental Authority
applicable to it or its property and all indentures, agreements and other
instruments binding upon it or its property, except where the failure to do so,
individually or in the aggregate, does not constitute a Material Adverse Effect.

            SECTION 3.02. Corporate Authority. The execution, delivery and
performance by the Company of this Agreement and each Note executed by the
Company have been duly authorized by all necessary corporate action and are
within the Company's corporate power, do not require the approval of the
shareholders of the Company, and will not violate any provision of law or of its
certificate of incorporation or other constitutive document or by-laws, or
result in the breach of or constitute a default

<PAGE>

                                                                              39

or require any consent under, or result in the creation of any lien, charge or
encumbrance upon any property or assets of the Company pursuant to, any
indenture or other agreement or instrument to which the Company is a party or by
which the Company or its property may be bound or affected. The execution,
delivery and performance by the Company of this Agreement and each Note executed
by the Company do not require any license, consent or approval of or advance
notice to or advance filing with any governmental agency or regulatory authority
or any other third party, or if required, any such license, consent or approval
shall have been obtained and any such notice or filing shall have been made.

            SECTION 3.03. Enforceability. This Agreement is, and each Note when
delivered by the Company hereunder will be, duly executed and delivered by the
Company and does or will constitute the legal, valid and binding obligation of
the Company enforceable against the Company in accordance with its terms except
as enforceability may be limited by general principles of equity and bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights generally
and by moratorium laws from time to time in effect.

            SECTION 3.04. Financial Condition. The audited consolidated
financial statements of the Company for the fiscal year ended December 31, 2003,
reported on by Ernst & Young, LLP, heretofore furnished to the Lenders fairly
present in all material respects the consolidated financial condition of the
Company and its Consolidated Subsidiaries as at the date thereof and the results
of their operations for the period covered thereby. The unaudited interim
consolidated financial statements of the Company for the quarterly period ended
September 30, 2004, heretofore furnished to the Lenders fairly present in all
material respects the consolidated financial condition of the Company and its
Consolidated Subsidiaries as at the date thereof and the results of their
operations for the period covered thereby (subject to normal year-end audit
adjustments). Said financial statements were prepared in accordance with GAAP.
Since December 31, 2003, there has been no Material Adverse Effect.

            SECTION 3.05. Litigation. There are no suits or proceedings
(including proceedings by or before any arbitrator, government commission,
board, bureau or other administrative agency) pending or, to the knowledge of
the Company, threatened against or affecting the Company or any of its
Consolidated Subsidiaries that constitute a Material Adverse Effect.

            SECTION 3.06. ERISA. The Company has fulfilled its obligations under
the minimum funding standards of ERISA and the Code with respect to each
employee benefit plan of the Company subject to such standards and is in
compliance in all material respects with the applicable provisions of ERISA, and
has not incurred any liability to the PBGC or any employee benefit plan of the
Company under Title IV of ERISA other than a liability to the PBGC for premiums
under Section 4007 of ERISA.

            SECTION 3.07. Environmental Matters. Each of the Company and its
Consolidated Subsidiaries has obtained all permits, licenses and other
authorizations which are required under all Environmental Laws, including laws
relating to emissions,

<PAGE>

                                                                              40

discharges, releases or threatened releases of pollutants, contaminants,
chemicals, or industrial, toxic or hazardous substances or wastes into the
environment (including, without limitation, ambient air, surface water, ground
water or land), or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
pollutants, contaminants, chemical, or industrial, toxic or hazardous substances
or wastes, except to the extent failure to have any such permit, license or
authorization does not constitute a Material Adverse Effect. The Company and its
Consolidated Subsidiaries are in compliance with all terms and conditions of all
required permits, licenses and authorizations, and are also in compliance with
all other limitations, restrictions, conditions, standards, prohibitions,
requirements, obligations, schedules and timetables, contained in those laws or
contained in any regulation, code, plan, order, decree, judgment, injunction,
notice or demand letter issued, entered, promulgated or approved thereunder,
except to the extent failure to comply does not constitute a Material Adverse
Effect.

            SECTION 3.08. Federal Regulations. No part of the proceeds of any
Loans will be used for any purpose which violates the provisions of the
Regulations of the Board including, without limitation, Regulations T, U and X
of the Board as in effect from time to time.

            SECTION 3.09. Investment and Holding Company Status. Neither the
Company nor any of its Consolidated Subsidiaries is (a) an "investment company"
as defined in, or subject to regulation under, the Investment Company Act of
1940 or (b) a "holding company" as defined in, or subject to regulation under,
the Public Utility Holding Company Act of 1935.

            SECTION 3.10. Scheduled Debt. Schedule 3.10 sets out all of the Debt
for borrowed money of the Consolidated Subsidiaries of Company as of the date
hereof of which the Company, having made all due inquiry, is, at the date
hereof, aware (the "Scheduled Debt").

                                   ARTICLE IV

                                   Conditions

            SECTION 4.01. Conditions to Effective Date. The obligations of the
Lenders to make Revolving Loans to the Company and of the Issuing Banks to issue
Letters of Credit for the account of the Company shall not become effective
until the date on which each of the following conditions are satisfied (or
waived in accordance with Section 9.02):

            (a) The Administrative Agent shall have received at least one
      executed counterpart of this Agreement from the Company, each Agent, each
      Issuing Bank and each Lender, and arrangements satisfactory to the
      Administrative Agent shall have been made for the delivery of additional
      executed counterparts, sufficient in

<PAGE>

                                                                              41

      number for distribution to the Agents, the Issuing Banks, the Lenders and
      the Company, together with all Exhibits thereto;

            (b) The Administrative Agent shall have received a favorable written
      opinion (addressed to the Administrative Agent, the Issuing Banks and the
      Lenders and dated the Effective Date) of J. Barclay Collins, II, general
      counsel to the Company, substantially in the form of Exhibit C;

            (c) The Administrative Agent shall have received documents and
      certificates relating to the organization, existence and good standing of
      the Company, the authorization of the Transactions, the incumbency of the
      persons executing this Agreement on behalf of the Company and any other
      legal matters relating to the Company, this Agreement or the Transactions
      reasonably requested by the Administrative Agent or the Lenders, all in
      form and substance satisfactory to the Administrative Agent;

            (d) The Administrative Agent shall have received a certificate,
      dated the Effective Date and signed by the President, a Vice President or
      a Financial Officer of the Company, confirming compliance as of the
      Effective Date with the conditions set forth in paragraphs (a) and (b) of
      Section 4.02;

            (e) The Administrative Agent and each Lender (and its Affiliates)
      shall have received all fees and other amounts due and payable on or prior
      to the Effective Date, including, to the extent invoiced, reimbursement or
      payment of all out-of-pocket expenses required to be reimbursed or paid by
      the Company hereunder;

            (f) The Commitments under the Existing Credit Agreement shall have
      been terminated, all principal, interest, fees and other amounts
      outstanding, accrued or otherwise owing thereunder shall have been paid
      and all letters of credit outstanding thereunder shall have expired or
      been terminated or shall be Existing Letters of Credit;

            SECTION 4.02. Conditions to Each Credit Event. The obligation of
each Lender to make a Loan to the Company on the occasion of any Borrowing, and
the obligation of each Issuing Bank to issue, renew, extend or increase the
amount of any Letter of Credit, is subject to the satisfaction of the following
conditions:

            (a) The representations and warranties of the Company set forth in
      this Agreement shall be true and correct on and as of the date of such
      Credit Event.

            (b) At the time of and immediately after giving effect to such
      Credit Event, no Default shall have occurred and be continuing.

Each Credit Event shall be deemed to constitute a representation and warranty by
the Company on the date thereof as to the matters specified in paragraphs (a)
and (b) of this Section.

<PAGE>

                                                                              42

                                   ARTICLE V

                              Affirmative Covenants

            Until the Commitments have expired or been terminated, the principal
of and interest on each Loan and all fees payable hereunder shall have been paid
in full, and Letters of Credit shall have expired or terminated and all LC
Disbursements shall have been reimbursed, the Company covenants and agrees with
the Lenders that:

            SECTION 5.01. Financial Statements and Other Information. The
Company will furnish to each Lender:

            (a) as soon as available and in any event within 100 days after the
      end of each of its fiscal years, a copy of the Company's Form 10-K for
      such fiscal year filed with the SEC containing a consolidated balance
      sheet as at the close of such fiscal year, statements of consolidated
      income and retained earnings and a statement of consolidated cash flows
      for such year, setting forth in comparative form the corresponding figures
      for the preceding fiscal year and certified by Ernst & Young, LLP, or
      other independent public accountants selected by the Company and
      satisfactory to the Lenders (it being agreed that (i) no breach of the
      requirements of this Section shall occur as a result of a change in the
      reporting requirements of the SEC and (ii) in the event any of the
      financial statements referred to in this paragraph shall no longer be
      required to be included in the Company's Form 10-K, the Company shall
      nevertheless furnish such financial statements);

            (b) as soon as available and in any event within 60 days after the
      end of each of the first three quarters of each of its fiscal years, a
      copy of the Company's Form 10-Q for each such quarter filed with the SEC
      containing a consolidated balance sheet as at the end of such quarter, a
      statement of consolidated income and a statement of consolidated cash
      flows for such period, prepared on a basis consistent with the
      corresponding period of the preceding fiscal year, except as disclosed in
      said financial statements or otherwise disclosed to the Lenders in
      writing, and certified by a Financial Officer of the Company, subject
      however, to year-end and audit adjustments (it being agreed that in the
      event such financial statements of the Company shall no longer be required
      to be included in Form 10-Q, the Company shall nevertheless furnish such
      financial statements);

            (c) within 120 days after the end of each fiscal year of the
      Company, a certificate of the independent public accountants referred to
      in paragraph (a) above as to whether, during the course of their
      examination of the Company's financial statements, they obtained any
      knowledge of any Default, insofar as such Default involves accounting
      matters;

            (d) within 120 days after the end of each fiscal year of the Company
      and within 60 days after the end of each of the first three quarters of
      each fiscal year of the Company, a statement, signed by a Financial
      Officer of the Company, setting

<PAGE>

                                                                              43

      forth the computations of the Company Capitalization Ratio and, if the
      Company is at such time required to comply with Section 6.06, the Leverage
      Ratio as of the end of each such fiscal year and each such quarter;

            (e) promptly after the sending or filing thereof, copies of all
      proxy statements, financial statements and regular or special reports
      (other than reports on Form 10-K and Form 10-Q but including those on Form
      8-K) and registration statements under the Securities Act of 1933, as
      amended (other than those on Form S-8 or any successor form relating to
      the registration of securities offered pursuant to any employee benefit
      plan) which the Company sends to its stockholders or files with the SEC
      (or any successor governmental authority);

            (f) as soon as available and in any event within 120 days after the
      end of each fiscal year of the Company, a consolidating balance sheet of
      the Company and its Consolidated Subsidiaries as at the close of such
      fiscal year and consolidating statements of income and retained earnings
      of the Company and its Consolidated Subsidiaries for such year;

            (g) promptly following a request therefor, any documentation or
      other information that a Lender reasonably requests in order to comply
      with its ongoing obligations under applicable "know your customer" and
      anti-money laundering rules and regulations, including the USA Patriot
      Act; and

            (h) from time to time such further information regarding the
      business, affairs and financial condition of the Company and its
      Subsidiaries as the Lenders shall reasonably request.

Information required to be delivered pursuant to Section 5.01(a) shall be deemed
to have been delivered on the date on which the Company provides notice to the
Lenders that such information has been posted on the Company's website on the
Internet at http://www.hess.com or at http://www.sec.gov; provided that the
Company shall deliver paper copies of the information referred to in Section
5.01(a) after the date delivery is required thereunder to any Lender which
requests such delivery within 5 Business Days after such request.

            SECTION 5.02. Notices of Material Events. The Company will furnish
to the Administrative Agent and each Lender prompt written notice of the
following:

            (a) the occurrence of any Default;

            (b) the filing or commencement of any action, suit or proceeding by
      or before any arbitrator or Governmental Authority against or affecting
      the Company or any Affiliate thereof that constitutes a Material Adverse
      Effect; and

            (c) any other development that constitutes a Material Adverse
      Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Company setting forth the
details of the

<PAGE>

                                                                              44

event or development requiring such notice and any action taken or proposed to
be taken with respect thereto.

            SECTION 5.03. Existence; Conduct of Business. The Company will, and
will cause each of its Consolidated Subsidiaries to, do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges and franchises necessary
to the conduct of its business, except, in the case of the legal existence of
any such Consolidated Subsidiary or any such right, license, permit, privilege
or franchise, where the failure to so preserve, renew and keep in full force and
effect does not constitute a Material Adverse Effect; provided that the
foregoing shall not prohibit any merger, consolidation, liquidation or
dissolution permitted under Section 6.02.

            SECTION 5.04. Compliance with Contractual Obligations. The Company
will, and will cause each of its Consolidated Subsidiaries to, comply with all
its Contractual Obligations except to the extent that failure to comply
therewith does not, in the aggregate, constitute a Material Adverse Effect.

            SECTION 5.05. Insurance. The Company will, and will cause each of
its Consolidated Subsidiaries to, maintain in full force and effect such
policies of insurance in such amounts issued by insurers of recognized
responsibility covering the properties and operations of the Company and its
Consolidated Subsidiaries as is customarily maintained by corporations engaged
in the same or similar business in the localities where the properties and
operations are located, including but not limited to insurance in connection
with the disposal, handling, storage, transportation or generation of hazardous
materials; provided, however, that nothing shall prevent the Company or any of
its Consolidated Subsidiaries from effecting workers' compensation or similar
insurance in respect of operations in any state or other jurisdiction through an
insurance fund operated by such state or jurisdiction or from maintaining a
system or systems of self-insurance covering its properties or operations as
provided above to the extent that such self-insurance is customarily effected by
corporations engaged in the same or similar businesses similarly situated and is
otherwise prudent in the circumstances.

            SECTION 5.06. Compliance with Laws. The Company will, and will cause
each of its Consolidated Subsidiaries to, comply with all laws, rules,
regulations and orders of any Governmental Authority applicable to it or its
property, except where the failure to do so, individually or in the aggregate,
does not constitute a Material Adverse Effect.

            SECTION 5.07. Use of Proceeds. The proceeds of the Loans will be
applied by the Company:

            (a) to repay amounts outstanding under the Existing Credit Agreement
      and to refinance amounts outstanding from time to time under the Company's
      commercial paper program;

<PAGE>

                                                                              45

            (b) to meet part of the working capital and general corporate
      requirements of the Company and its Subsidiaries including the payment of
      maturing commercial paper; and

            (c) for general corporate purposes.

The Letters of Credit will be used for general corporate purposes of the Company
and its Subsidiaries. No part of the proceeds of any Loan will be used, whether
directly or indirectly, for any purpose that entails a violation of any of the
Regulations of the Board, including Regulations T, U and X of the Board as in
effect from time to time.

                                   ARTICLE VI

                               Negative Covenants

            Until the Commitments have expired or been terminated, the principal
of and interest on each Loan and all fees payable hereunder shall have been paid
in full, and Letters of Credit shall have expired or terminated and all LC
Disbursements shall have been reimbursed, the Company covenants and agrees with
the Lenders that:

            SECTION 6.01. Liens. The Company will not, and will not permit any
of its Consolidated Subsidiaries to, create, incur, assume or permit to exist
any Lien on any property or asset now owned or hereafter acquired by it, or
assign or sell any income or revenues (including accounts receivable) or rights
in respect of any thereof, except:

            (a) Permitted Encumbrances;

            (b) any Lien on any property or asset of the Company or any of its
      Consolidated Subsidiaries existing on the date hereof and set forth in
      Schedule 6.01; provided that (i) such Lien shall not apply to any other
      property or asset of the Company or any of its Consolidated Subsidiaries
      and (ii) such Lien shall secure only those obligations which it secures on
      the date hereof and extensions, renewals and replacements thereof that do
      not increase the outstanding principal amount thereof;

            (c) any Lien existing on any property or asset prior to the
      acquisition thereof by the Company or any of its Consolidated Subsidiaries
      or existing on any property or asset of any Person that becomes a
      Consolidated Subsidiary after the date hereof prior to the time such
      Person becomes a Consolidated Subsidiary; provided -------- that (i) such
      Lien is not created in contemplation of or in connection with such
      acquisition or such Person becoming a Consolidated Subsidiary, (ii) such
      Lien shall not apply to any other property or assets of the Company or any
      of its Consolidated Subsidiaries and (iii) such Lien shall secure only
      those obligations which it secures on the date of such acquisition or the
      date such Person becomes a Consolidated Subsidiary, and extensions,
      renewals and

<PAGE>

                                                                              46

      replacements thereof that do not increase the outstanding principal amount
      thereof;

            (d) Liens securing or consisting of Debt of the Company and its
      Consolidated Subsidiaries incurred to finance the acquisition of fixed or
      capital assets; provided that (i) such Liens shall be created
      substantially simultaneously with such acquisition, (ii) such Liens
      securing such Debt do not at any time encumber any property other than the
      property financed by such Debt and (iii) the principal amount of Debt
      secured by any such Lien shall at no time exceed 100% of the original
      purchase price of such assets (in the case of a purchase) or fair value of
      such property at the time it was acquired (in all other cases);

            (e) Liens to secure Debt of the Company and its Consolidated
      Subsidiaries not otherwise permitted by this Section 6.01, to the extent
      that the aggregate Debt secured thereby does not exceed 15% of the
      Consolidated Net Tangible Assets of the Company and its Consolidated
      Subsidiaries; and

            (f) Liens on assets of any Consolidated Subsidiary of the Company
      securing indebtedness owed to the Company or any other Consolidated
      Subsidiary of the Company.

            SECTION 6.02. Fundamental Changes. (a) The Company will not
consolidate with or merge into any other Person, or permit any Person to merge
or consolidate into it, or make any sale or other disposition of all or
substantially all of its assets to, or acquire substantially all of the assets
of, any other Person, or liquidate or dissolve unless:

            (i) the survivor of any such merger or consolidation or the
      purchaser or acquiror of such assets shall be a corporation incorporated
      under the laws of one of the States of the United States and not more than
      25% of the voting stock (assuming the conversion of all convertible
      securities and exercise of all options, rights or warrants) of such
      survivor or such purchaser shall be owned by such other Person or its
      owners and shareholders;

            (ii) such survivor or such purchaser (if not the Company) shall
      expressly assume the obligations of the Company under this Agreement
      pursuant to documentation in form and substance satisfactory to the
      Administrative Agent; and

            (iii) at the time thereof and immediately after giving effect
      thereto no Default shall have occurred and be continuing and the Company
      shall have furnished the Administrative Agent with evidence of compliance
      with the provisions of this Section 6.02.

            (b) The Company will not, and will not permit any of its
Consolidated Subsidiaries to, engage to any material extent in any business
other than energy-related businesses.

<PAGE>

                                                                              47

            SECTION 6.03. Restrictive Agreements. The Company will not, and will
not permit any of its Consolidated Subsidiaries to, directly or indirectly,
enter into, incur or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition upon the ability of any
Significant Subsidiary to pay dividends or other distributions with respect to
any shares of its capital stock or to make or repay loans or advances to the
Company.

            SECTION 6.04. Future Subsidiary Guaranties. The Company will not
permit any Subsidiary to Guaranty any other Debt of the Company unless such
Subsidiary simultaneously executes a guaranty agreement in a form and substance
reasonably satisfactory to the Administrative Agent for the Guaranty of the
payment of the obligations hereunder; provided, however, that the Company shall
not be obligated to provide any such Guaranty if the provision of such Guaranty
would result in an adverse Tax consequence to the Company or its Subsidiaries.

            SECTION 6.05. Capitalization Ratio. The Company shall not permit the
Company Capitalization Ratio to exceed 0.625 to 1.000.

            SECTION 6.06. Leverage Ratio. At any time when the Applicable Margin
with respect to a Eurodollar Revolving Loan would be determined by reference to
Level IV or Level V of the table included in the definition of "Applicable
Margin", the Company shall not permit the Leverage Ratio at any time to exceed
3.50 to 1.00; provided, however, that if at any time after the date hereof the
Company's Public Debt Ratings from Moody's and S&P shall simultaneously be Baa3
or higher and BBB- or higher, respectively, this Section shall cease to be of
any further force or effect and shall be deemed deleted from this Agreement.

                                  ARTICLE VII

                                Events of Default

            If any of the following events ("Events of Default") shall occur:

            (a) the Company shall be in default in the payment when due of any
      principal of any Loan on the maturity date thereof or any reimbursement
      obligation in respect of any LC Disbursement on the date on which the same
      shall become due;

            (b) the Company shall be in default for five days in the payment
      when due of any interest on any Loan or any other amount (other than
      principal) due hereunder;

            (c) any representation or warranty made or deemed made by the
      Company in Article III or in any certificate of the Company furnished to
      the Administrative Agent, any Issuing Bank or any Lender hereunder shall
      prove to have been incorrect, when made or deemed made, in any material
      respect; provided,

<PAGE>

                                                                              48

      however, that no such representation or warranty contained in Section 3.04
      or 3.05 shall be deemed to have been incorrect when made by the Company by
      reason of any facts or circumstances disclosed in any financial statements
      or reports furnished under Section 5.01 and received by the Lenders not
      later than 45 days prior to, or otherwise specifically disclosed in
      writing to the Lenders at least 15 days prior to, the date such
      representation and warranty is made or deemed to be made in connection
      with the entering into of this Agreement or in connection with the making
      of a Loan to the Company on the occasion of any Borrowing as contemplated
      in Section 4.02;

            (d) the Company shall be in default in the performance of (i) any
      covenant contained in Section 5.07, 6.01, 6.02, 6.03, 6.04, 6.05 or 6.06
      for five consecutive days after such default shall have become known to
      the Company, or (ii) any other covenant, condition or agreement contained
      in this Agreement for 30 consecutive days after such default shall have
      become known to the Company;

            (e) any obligation of the Company in respect of any Material
      Indebtedness now or hereafter outstanding shall become due by its terms
      whether by acceleration or otherwise and shall not be paid, extended or
      refunded or any default or event of default shall occur in respect of any
      such obligation and shall continue for a period of time sufficient to
      cause or permit the acceleration of maturity thereof, or the Company shall
      fail to pay any Swap Payment Obligation of the Company in excess of
      $10,000,000 when due and payable (whether by acceleration or otherwise),
      unless the Company is contesting such Swap Payment Obligation in good
      faith by appropriate proceedings and has set aside appropriate reserves
      relating thereto in accordance with GAAP; provided that in the case of any
      guaranties, endorsements and other contingent obligations in respect of
      any such obligation for borrowed money of an entity other than the Company
      (all of the foregoing being herein called "Accommodation Guaranty
      Indebtedness"), a default with respect to any evidence of Accommodation
      Guaranty Indebtedness of the Company or under any agreement under which
      any such evidence of Accommodation Guaranty Indebtedness may be
      outstanding shall constitute an Event of Default hereunder only if there
      shall have been a default in the performance by the Company of its
      obligations with respect to such Accommodation Guaranty Indebtedness and
      such default shall continue for more than 30 days after a holder or
      beneficiary of such Accommodation Guaranty Indebtedness shall have
      demanded the performance of such obligation;

            (f) final judgment for the payment of money in excess of $10,000,000
      shall be rendered against the Company and the same shall remain
      undischarged for a period of 60 days during which the judgment shall not
      be on appeal or execution thereof shall not be effectively stayed;

            (g) the Company or any of its Significant Subsidiaries shall (i)
      apply for or consent to the appointment of a receiver, trustee,
      administrator or liquidator of itself or of all or a substantial part of
      its assets, (ii) be unable, or admit in writing its inability or failure,
      to pay its debts generally, (iii) make a general assignment

<PAGE>

                                                                              49

      for the benefit of creditors, (iv) be adjudicated a bankrupt or insolvent,
      (v) commence any case, proceeding or other action under any existing or
      future law relating to bankruptcy, insolvency, reorganization or relief of
      debtors seeking to have an order for relief entered with respect to it, or
      seeking to adjudicate it a bankrupt or insolvent, or seeking
      reorganization, arrangement, adjustment, winding up, liquidation,
      dissolution, composition or other relief with respect to it or its debts
      or an arrangement with creditors or taking advantage of any insolvency law
      or proceeding for the relief of debtors, or file an answer admitting the
      material allegations of a petition filed against it in any bankruptcy,
      reorganization or insolvency proceeding, or (vi) take corporate action for
      the purpose of effecting any of the foregoing;

            (h) any case, proceeding or other action shall be instituted in any
      court of competent jurisdiction against the Company or any of its
      Significant Subsidiaries, seeking in respect of the Company or any of its
      Significant Subsidiaries adjudication in bankruptcy, reorganization,
      dissolution, winding up, liquidation, administration, a composition or
      arrangement with creditors, a readjustment of debts, the appointment of a
      trustee, receiver, administrator, liquidator or the like of the Company or
      any of its Significant Subsidiaries or of all or any substantial part of
      its assets, or other like relief in respect of the Company or any of its
      Significant Subsidiaries under any bankruptcy or insolvency law, and such
      case, proceeding or other action results in an entry of an order for
      relief or any such adjudication or appointment or if such case, proceeding
      or other action is being contested by such Company or any of its
      Significant Subsidiaries in good faith, the same shall continue
      undismissed, or unstayed and in effect, for any period of 60 consecutive
      days; or

            (i) at any time subsequent to December 31, 2003 and prior to the
      Maturity Date, Continuing Directors shall fail to constitute at least a
      majority of the Board of Directors of the Company; for the foregoing
      purpose, the term "Continuing Directors" means those persons who were
      directors of the Company on December 31, 2003 and any person whose
      election or nomination for election as a director of the Company at any
      time subsequent thereto was approved by at least a majority of the persons
      who were then Continuing Directors;

then, and in every such event (other than an event with respect to the Company
described in clause (g) or (h) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent shall, at the
request of the Required Lenders, by notice to the Company, take either or both
of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Company hereunder, shall become due and
payable immediately, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Company; and in case of any event
with respect to the

<PAGE>

                                                                              50

Company described in clause (g) or (h) of this Article, the Commitments shall
automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of the
Company hereunder, shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Company.

                                  ARTICLE VIII

                            The Administrative Agent

            Each of the Lenders and each of the Issuing Banks hereby irrevocably
appoints the Administrative Agent as its agent and authorizes the Administrative
Agent to take such actions on its behalf and to exercise such powers as are
delegated to the Administrative Agent by the terms hereof, together with such
actions and powers as are reasonably incidental thereto.

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

            The Administrative Agent shall not have any duties or obligations
except those expressly set forth herein. Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing by the Required Lenders, and (c) except as
expressly set forth herein, the Administrative Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any information
relating to the Company or any of its Subsidiaries that is communicated to or
obtained by the bank serving as Administrative Agent or any of its Affiliates in
any capacity. The Administrative Agent shall not be liable for any action taken
or not taken by it with the consent or at the request of the Required Lenders or
all the Lenders to the extent required by Section 9.02 or in the absence of its
own gross negligence or wilful misconduct. The Administrative Agent shall be
deemed not to have knowledge of any Default unless and until written notice
thereof is given to the Administrative Agent by the Company or a Lender, and the
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement, (ii) the contents of any certificate, report or
other document delivered hereunder or in connection herewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or
conditions set forth herein, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement or

<PAGE>

                                                                              51

any other agreement, instrument or document, or (v) the satisfaction of any
condition set forth in Article IV or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Administrative Agent.

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

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

            Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders, the Issuing Banks and the Company.
Upon any such resignation, the Required Lenders shall have the right, in
consultation with the Company, to appoint one of the Lenders a successor. If no
such successor shall have been so appointed by the Required Lenders and shall
have accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent
may, on behalf of the Lenders and in consultation with the Company, appoint one
of the Lenders as a successor Administrative Agent which shall be a bank with an
office in New York, New York, or an Affiliate of any such bank. Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor,
such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. The fees payable by the Company to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Company and such successor. After the Administrative Agent's
resignation hereunder, the provisions of this Article and Section 9.03 shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as Administrative Agent.

            Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent, any Issuing Bank or any other Lender and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will,

<PAGE>

                                                                              52

independently and without reliance upon the Administrative Agent, any Issuing
Bank or any other Lender and based on such documents and information as it shall
from time to time deem appropriate, continue to make its own decisions in taking
or not taking action under or based upon this Agreement, any related agreement
or any document furnished hereunder or thereunder.

            The Co-Syndication Agents and the Co-Documentation Agents shall not
have any duties or responsibilities hereunder in their capacities as such.

                                   ARTICLE IX

                                  Miscellaneous

            SECTION 9.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

            (a) if to the Company, to Amerada Hess Corporation, 1185 Avenue of
      the Americas, New York, New York 10036, Attention of Treasurer (Telecopy
      No. (212) 536-8617);

            (b) if to the Administrative Agent, to JPMorgan Chase Bank, N.A.,
      Loan & Agency Services, 1111 Fannin, 10th Floor, Houston, Texas 77002,
      Attention of Claudette Reid (Fax No. (713) 427-6307);

            (c) if to any other Lender, to it at its address (or telecopy
      number) set forth in its Administrative Questionnaire; and

            (d) if to an Issuing Bank, to it at the address specified in
      paragraph (c) above or, if such Issuing Banks shall not also be a Lender,
      to it at the address most recently specified by it in a notice delivered
      to the Administrative Agent and the Company.

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

            SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the
Administrative Agent, any Issuing Bank or any Lender in exercising any right or
power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Administrative Agent, the Issuing Banks

<PAGE>

                                                                              53

and the Lenders hereunder are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of this
Agreement or consent to any departure by the Company therefrom shall in any
event be effective unless the same shall be permitted by this Section, and then
such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. Without limiting the generality of the foregoing,
the making of a Loan shall not be construed as a waiver of any Default,
regardless of whether the Administrative Agent, any Issuing Bank or any Lender
may have had notice or knowledge of such Default at the time.

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

            SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Company
agrees to pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges
and disbursements of counsel for the Administrative Agent, in connection with
the syndication of the credit facilities provided for herein, the preparation
and administration of this Agreement or any amendments, modifications or waivers
of the provisions hereof (whether or not the transactions contemplated hereby or
thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by
the Administrative Agent, any Issuing Bank or any Lender, including the fees,
charges and disbursements of any counsel for the Administrative Agent, any
Issuing Bank or any Lender, in connection with the enforcement or protection of
its rights in connection with this Agreement, including its rights under this
Section, or in connection with the Loans made hereunder, including in connection
with any workout, restructuring or negotiations in respect thereof.

<PAGE>

                                                                              54

            (b) The Company agrees to indemnify the Administrative Agent, each
Issuing Bank and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an "Indemnitee") against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses, including the fees, charges and disbursements of any counsel
for any Indemnitee, incurred by or asserted against any Indemnitee arising out
of, in connection with, or as a result of (i) the execution or delivery of this
Agreement or any agreement or instrument contemplated hereby, the performance by
the parties hereto of their respective obligations hereunder or the consummation
of the Transactions or any other transactions contemplated hereby, (ii) any Loan
or Letter of Credit or the use of the proceeds therefrom (including any refusal
by an Issuing Bank to honor a demand for payment under a Letter of Credit if the
documents presented in connection with such demand do not strictly comply with
the terms of such Letter of Credit, (iii) any actual or alleged presence or
release of Hazardous Materials on or from any property owned or operated by the
Company or any of its Subsidiaries, or any Environmental Liability related in
any way to the Company or any of its Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or wilful misconduct of such Indemnitee or
its Affiliates or from a breach of this Agreement by such Indemnitee.

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

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

            (e) All amounts due under this Section shall be payable promptly
after written demand therefor.

            SECTION 9.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby (including any
Affiliate of an Issuing Bank that issues any Letter of Credit), except that the
Company may not assign or

<PAGE>

                                                                              55

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

            (b) Any Lender may assign to one or more assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion
of its Commitment and the Loans and participations in LC Disbursements at the
time owing to it); provided that (i) each of the Company (except that (A) in the
case of an assignment to a Lender or an Affiliate of a Lender or (B) upon the
occurrence and during the continuance of an Event of Default, the consent of the
Company shall not be required), the Administrative Agent and in the case of any
assignment of a Commitment, each Issuing Bank must give their prior written
consent to such assignment (which consent shall not be unreasonably withheld),
(ii) except in the case of an assignment to a Lender or an Affiliate of a Lender
or an assignment of the entire remaining amount of the assigning Lender's
Commitment, the amount of the Commitment of the assigning Lender subject to each
such assignment (determined as of the date the Assignment and Acceptance with
respect to such assignment is delivered to the Administrative Agent) shall not
be less than $5,000,000 unless each of the Company and the Administrative Agent
otherwise consent, (iii) each partial assignment shall be made as an assignment
of a proportionate part of all the assigning Lender's rights and obligations
under this Agreement, except that this clause (iii) shall not apply to rights in
respect of outstanding Competitive Loans, (iv) the parties to each assignment
shall execute and deliver to the Administrative Agent an Assignment and
Acceptance, together (except in the case of an assignment by a Lender to one of
its Affiliates or an assignment as a result of any of the events contemplated by
Section 2.18) with a processing and recordation fee of $3,500, and (v) the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent
an Administrative Questionnaire. Upon acceptance and recording pursuant to
paragraph (d) of this Section, from and after the effective date specified in
each Assignment and Acceptance, the assignee thereunder shall be a party hereto
and, to the extent of the interest assigned by such Assignment and Acceptance,
have the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all of the
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.14, 2.15, 2.16 and 9.03). Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this paragraph shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (e) of this Section.

            (c) The Administrative Agent, acting for this purpose as an agent of
the Company, shall maintain at one of its offices in The City of New York a copy
of each

<PAGE>

                                                                              56

Assignment and Acceptance delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitment of, and principal
amount of the Loans and LC Disbursements 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 Company, the Administrative Agent, the Lenders and
the Issuing Banks 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 Company, any Issuing Bank and any Lender, at any
reasonable time and from time to time upon reasonable prior notice.

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

            (e) Any Lender may, without the consent of any of the Company, the
Administrative Agent or the Issuing Banks, sell participations to one or more
banks or other entities (each a "Participant") in all or a portion of such
Lender's rights and obligations under this Agreement (including all or a portion
of its Commitment and the Loans owing to it); provided that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Company, the Administrative Agent, the Issuing
Banks 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, modification or waiver described in the first proviso to
Section 9.02(b) that affects such Participant. Subject to paragraph (f) of this
Section, the Company agrees that each Participant shall be entitled to the
benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section.

            (f) A Participant shall not be entitled to receive any greater
payment under Section 2.14 or 2.16 than the applicable Lender would have been
entitled to receive with respect to the participations sold to such Participant,
unless the sale of the participations to such Participant is made with the
Company'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 2.16 unless
the Company is notified of the participations sold to such

<PAGE>

                                                                              57

Participant and such Participant agrees, for the benefit of the Company, to
comply with Section 2.16(e) as though it were a Lender.

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

            SECTION 9.05. Survival. All covenants, agreements, representations
and warranties made by the Company herein and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the making of any
Loans, regardless of any investigation made by any such other party or on its
behalf and notwithstanding that the Administrative Agent or any Lender may have
had notice or knowledge of any Default or incorrect representation or warranty
at the time any credit is extended hereunder, and shall continue in full force
and effect as long as the principal of or any accrued interest on any Loan or
any fee or any other amount payable under this Agreement is outstanding and
unpaid and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.14, 2.15, 2.16 and 9.03 shall survive and remain in
full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination
of the Commitments or the termination of this Agreement or any provision hereof.

            SECTION 9.06. USA Patriot Act. Each Lender hereby notifies the
Company that pursuant to the requirements of the USA Patriot Act, it is required
to obtain, verify and record information that identifies the Company, which
information includes the name and address of the Company and other information
that will allow such Lender to identify the Company in accordance with its
requirements.

            SECTION 9.07. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement and
any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 4.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page
of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

<PAGE>

                                                                              58

            SECTION 9.08. Severability. Any provision of this Agreement held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

            SECTION 9.09. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by such Lender to or
for the credit or the account of the Company against any of and all the
obligations of the Company now or hereafter existing under this Agreement held
by such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement and although such obligations may be unmatured. The
rights of each Lender under this Section are in addition to other rights and
remedies (including other rights of setoff) which such Lender may have.

            SECTION 9.10. Governing Law; Jurisdiction; Consent to Service of
Process; Process Agent; Waiver of Immunity. (a) This Agreement shall be
construed in accordance with and governed by the law of the State of New York.

            (b) The Company hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New
York State or, to the extent permitted by law, in such Federal court. Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall
affect any right that the Administrative Agent or any Lender or Issuing Bank may
otherwise have to bring any action or proceeding relating to this Agreement
against the Company or its properties in the courts of any jurisdiction.

            (c) The Company hereby irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection which it
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in any court referred to
in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

            (d) The Company and each other party to this Agreement irrevocably
consents to service of process in the manner provided for notices to it in
Section 9.01.

<PAGE>

                                                                              59

Nothing in this Agreement will affect the right of any party to this Agreement
to serve process in any other manner permitted by law.

            SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

            SECTION 9.12. Headings. Article and Section headings and the Table
of Contents used herein are for convenience of reference only, are not part of
this Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

            SECTION 9.13. Confidentiality. Each of the Administrative Agent and
the Lenders and the Issuing Banks 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 advisers (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 assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any securitization, swap or derivatives transaction relating to the
Company, any Subsidiaries and the obligations hereunder, (g) with the consent of
the Company or (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, any Lender or any Issuing Bank on a nonconfidential
basis from a source other than the Company. For the purposes of this Section,
"Information" means all information received from the Company relating to the
Company or its business, other than any such information that is available to
the Administrative Agent, any Lender or any Issuing Bank on a nonconfidential
basis prior to disclosure by the Company; provided that, in the case of
information received from the Company after the date hereof, such information is
clearly identified at the time of delivery as confidential. Any Person required
to maintain the confidentiality of

<PAGE>

                                                                              60

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.

                  [Remainder of page intentionally left blank]

<PAGE>

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

                                    AMERADA HESS CORPORATION,

                                        By  /s/ Robert J. Vogel
                                            ------------------------------------
                                            Name:  Robert J. Vogel
                                            Title: vice President and Treasurer

                                    JPMORGAN CHASE BANK, N.A.,
                                    individually, as Administrative Agent and as
                                    an Issuing Bank,

                                        By  /s/ Beth Lawrence
                                            ------------------------------------
                                            Name:  Beth Lawrence
                                            Title: Managing Director

                                    BANK OF AMERICA, N.A., individually,
                                    and as an Issuing Bank,

                                        By  /s/ Ronald E. McKaig
                                            ------------------------------------
                                            Name:  Ronald E. McKaig
                                            Title: Senior Vice President

                                    CITIBANK, N.A., individually, and as an
                                    Issuing Bank,

                                        By  /s/ Clinton Gerst
                                            ------------------------------------
                                            Name:  Clinton Gerst
                                            Title: Attorney in fact

<PAGE>

                                    BNP PARIBAS, individually, and as an
                                    Issuing Bank,

                                      by
                                             /s/ Brian M. Malone
                                        ________________________________________
                                        Name:  Brian M. Malone
                                        Title: Managing Director


                                    BNP PARIBAS, individually, and as an
                                    Issuing Bank,

                                      by
                                             /s/ Greg Smothers
                                        ________________________________________
                                        Name:  Greg Smothers
                                        Title: Vice President


                                    BARCLAYS BANK PLC, individually, and
                                    as an Issuing Bank,

                                      by
                                             /s/ David Barton
                                        ________________________________________
                                        Name:  David Barton
                                        Title: Manager


                                    THE ROYAL BANK OF SCOTLAND
                                    PLC, individually, and as an Issuing Bank,

                                      by
                                             /s/ Paul McDonagh
                                        _______________________________________
                                        Name:  Paul McDonagh
                                        Title: Sr Vice President


                                    THE BANK OF NOVA SCOTIA,
                                    individually, and as an Issuing Bank,

                                      by
                                             /s/ N. Bell
                                        ________________________________________
                                        Name:  N. Bell
                                        Title: Senior Manager

<PAGE>

                                       BAYERISCHE LANDESBANK,
                                       individually, and as an Issuing Bank,

                                          By
                                             /s/ Dietmar Rieg
                                             ----------------------------------
                                             Name:  Dietmar Rieg
                                             Title: Senior Vice President


                                       BAYERISCHE LANDESBANK,
                                       individually, and as an Issuing Bank,

                                          By
                                             /s/ Norman McClave
                                             -----------------------------------
                                             Name:  Norman McClave
                                             Title: First Vice President
<PAGE>
                                        SIGNATURE PAGE TO THE AMERADA
                                        HESS CORPORATION FIVE-YEAR
                                        CREDIT AGREEMENT DATED AS OF
                                        DECEMBER 10, 2004

         Name of Financial Institution: DnB NOR Bank ASA

                                        by
                                                    /s/ Peter M. Dodge
                                             ----------------------------------
                                             Name:  Peter M. Dodge
                                             Title: First Vice President


                                        by
                                                    /s/ Stig Kristiansen
                                             ----------------------------------
                                             Name:  Stig Kristiansen
                                             Title: Vice President






















<PAGE>
                                        SIGNATURE PAGE TO THE AMERADA
                                        HESS CORPORATION FIVE-YEAR
                                        CREDIT AGREEMENT DATED AS OF
                                        DECEMBER 10, 2004

                                        The Bank of Tokyo-Mitsubishi, Ltd.,
                                        New York Branch

                                             By

                                                    /s/ Lillian Kim
                                             ----------------------------------
                                             Name:  Lillian Kim
                                             Title: Authorized Signatory






















<PAGE>
                                        SIGNATURE PAGE TO THE AMERADA
                                        HESS CORPORATION FIVE-YEAR
                                        CREDIT AGREEMENT DATED AS OF
                                        DECEMBER 10, 2004

         Name of Financial Institution: Mizuho Corporate Bank, Ltd.

                                        By
                                                    /s/ Greg Botshon
                                             ----------------------------------
                                             Name:  Greg Botshon
                                             Title: Senior Vice President






















<PAGE>
                                        SIGNATURE PAGE TO THE AMERADA
                                        HESS CORPORATION FIVE-YEAR
                                        CREDIT AGREEMENT DATED AS OF
                                        DECEMBER 10, 2004

         Name of Financial Institution: Standard Chartered Bank

                                        By
                                                    /s/ John Robinson
                                             ----------------------------------
                                             Name:  John Robinson
                                             Title: SVP


                                        By
                                                    /s/ Robert K. Reddington
                                             ----------------------------------
                                             Name:  Robert K. Reddington
                                             Title: AVP/Credit Documentation
                                                    Standard Chartered Bank





















<PAGE>
                                        SIGNATURE PAGE TO THE AMERADA HESS
                                        CORPORATION FIVE-YEAR CREDIT AGREEMENT
                                        DATED AS OF DECEMBER 10, 2004

                                        UBS LOAN FINANCE LLC


                                        By  /s/ Joselin Fernandes
                                            ------------------------------------
                                            Name:  Joselin Fernandes
                                            Title: Associate Director
                                                   Banking Products
                                                   Services, US



                                        By  /s/ Doris Mesa
                                            ------------------------------------
                                            Name:  Doris Mesa
                                            Title: Associate Director
                                                   Banking Products
                                                   Services, US
<PAGE>
                                        SIGNATURE PAGE TO THE AMERADA HESS
                                        CORPORATION FIVE-YEAR CREDIT AGREEMENT
                                        DATED AS OF DECEMBER 10, 2004

                                        Name of Financial Institution:
                                        UFJ Bank Limited, New York Branch


                                        By  /s/ L.J. Perenyi
                                            ------------------------------------
                                            Name: L.J. Perenyi
                                            Title: Vice President
<PAGE>
                                        WACHOVIA BANK, NATIONAL ASSOCIATION


                                        By  /s/ Russell Clingman
                                            ------------------------------------
                                            Name: Russell Clingman
                                            Title: Director


<PAGE>
                                        SIGNATURE PAGE TO THE AMERADA HESS
                                        CORPORATION FIVE-YEAR CREDIT AGREEMENT
                                        DATED AS OF DECEMBER 10, 2004

                                        SUMITOMO MITSUI BANKING CORPORATION


                                        By  /s/ Leo E. Pagarigan
                                            ------------------------------------
                                            Name: Leo E. Pagarigan
                                            Title: Senior Vice President
<PAGE>
                                        SIGNATURE PAGE TO THE AMERADA
                                        HESS CORPORATION FIVE-YEAR
                                        CREDIT AGREEMENT DATED AS
                                        OF DECEMBER 10, 2004

         Name of Financial Institution: The Bank of New York

                                          By
                                                    /s/ David T. Sunderwirth
                                             ----------------------------------
                                              Name:  David T. Sunderwirth
                                              Title: Vice President

<PAGE>
                                        SIGNATURE PAGE TO THE AMERADA
                                        HESS CORPORATION FIVE-YEAR
                                        CREDIT AGREEMENT DATED AS OF
                                        DECEMBER 10, 2004

         Name of Financial Institution: WESTLB AG, New York Branch

                                          by
                                                    /s/ Walter T. Duffy III
                                             ----------------------------------
                                              Name:  Walter T. Duffy III
                                              Title: Director


                                          by
                                                    /s/ Paul Verdi
                                             ----------------------------------
                                              Name:  Paul Verdi
                                              Title: Associate Director

<PAGE>
                                        SIGNATURE PAGE TO THE AMERADA
                                        HESS CORPORATION FIVE-YEAR
                                        CREDIT AGREEMENT DATED AS OF
                                        DECEMBER 10, 2004

         Name of Financial Institution: ABN AMRO Bank N.V.

                                          by
                                                    /s/ Frank R. Russo, Jr.
                                             ----------------------------------
                                              Name:  Frank R. Russo, Jr.
                                              Title: Vice President


                                          by
                                                    /s/ John D. Reed
                                             ----------------------------------
                                              Name:  John D. Reed
                                              Title: Vice President

<PAGE>
                                 SCHEDULE 2.01
                                  COMMITMENTS

<Table>
<Caption>
LENDER                                                           COMMITMENT
-------------------------------------------------             -----------------
<S>                                                          <C>
JPMorgan Chase Bank, N.A.                                     $  197,500,000.00
Bank of America, N.A.                                            197,500,000.00
Barclays Bank PLC                                                197,500,000.00
Citibank, N.A.                                                   197,500,000.00
The Royal Bank of Scotland plc                                   197,500,000.00
The Bank of Tokyo-Mitsubishi, Ltd.                               197,500,000.00
Bayerische Landesbank                                            197,500,000.00
BNP Paribas                                                      197,500,000.00
The Bank of Nova Scotia                                          197,500,000.00
DnB NOR Bank ASA                                                 147,500,000.00
Mizuho Corporate Bank, Ltd.                                       75,000,000.00
Standard Chartered Bank                                           75,000,000.00
UBS Loan Finance LLC                                              75,000,000.00
UFJ Bank Limited, New York Branch                                 75,000,000.00
Wachovia Bank, National Association                               75,000,000.00
Commerzbank AG                                                    40,000,000.00
Sumitomo Mitsui Banking Corporation                               40,000,000.00
The Bank of New York                                              40,000,000.00
WestLB AG, New York Branch                                        40,000,000.00
ABN AMRO Bank N.V.                                                40,000,000.00
                                                              -----------------
TOTAL                                                         $2,500,000,000.00
                                                              =================
</Table>


<PAGE>
                                 SCHEDULE 2.05

                  LC COMMITMENTS & EXISTING LETTERS OF CREDIT

                                 LC COMMITMENTS

<Table>
<Caption>
ISSUING BANK                                                   LC COMMITMENT
------------                                                  ---------------
<S>                                                           <C>
JPMorgan Chase Bank, N.A.                                     $312,500,000.00
Bank of America, N.A.                                         $312,500,000.00
Barclays Bank PLC                                             $312,500,000.00
Citibank, N.A.                                                $312,500,000.00
The Royal Bank of Scotland plc                                $312,500,000.00
Bayerische Landesbank                                         $312,500,000.00
BNP Paribas                                                   $312,500,000.00
The Bank of Nova Scotia                                       $312,500,000.00
</Table>

                           EXISTING LETTERS OF CREDIT

<Table>
<Caption>
                                             ISSUANCE                                                 EXPIRATION
ISSUING BANK                                   DATE        REFERENCE NO.             AMOUNT               DATE
------------                                ---------    ----------------        --------------       ----------
<S>                                         <C>          <C>                     <C>                  <C>
Barclays Bank PLC                            9/15/04              SB00321         $2,100,000.00        9/15/05
Barclays Bank PLC                            9/17/04              SB00323         $4,000,000.00        9/17/05
Barclays Bank PLC                            10/7/04              SB00327        $28,100,000.00        10/7/05
Barclays Bank PLC                            10/8/04              SB00328        $30,100,000.00        10/7/05
Bank of America, N.A.                        9/13/04              7415229           $926,005.00        9/13/05
Bank of America, N.A.                        9/24/04              7415322        $30,100,000.00        9/23/05
Bank of America, N.A.                        9/27/04              7415335        $39,600,000.00        9/27/05
Citibank, N.A.                               9/15/04             61621391        $22,742,229.00        9/15/05
Citibank, N.A.                               9/16/04             61621463           $700,000.00        9/16/05
Citibank, N.A.                              10/14/04             61623263        $49,300,000.00        1/23/06
Citibank, N.A.                              10/18/04             61623743        $35,200,000.00        1/26/06
BNP Paribas                                   9/2/04             91877703        $38,100,000.00        1/23/06
The Bank of Nova Scotia                      9/15/04          96115/80085        $77,290,000.00        1/23/06
JPMorgan Chase Bank, N.A.                     9/2/04             P-250593        $62,700,000.00        1/23/06
JPMorgan Chase Bank, N.A.                     9/2/04             P-250594           $100,000.00         1/9/05
The Royal Bank of Scotland plc               9/13/04     LCA09130400843NY            $70,000.00        9/13/05
The Royal Bank of Scotland plc               9/20/04      LCA09200400845Y            $10,000.00        9/20/05
The Royal Bank of Scotland plc              10/18/04     LCA10180400854NY        $16,700,000.00        1/18/05
</Table>
<PAGE>

                                                                   Schedule 3.10


                            Amerada Hess Corporation

                       Debt of Consolidated Subsidiaries

                                 (In thousands)


<Table>
<Caption>
                                                               Interest
                                                   Term of       Rate      Total Debt      Amount due
Consolidated Subsidiary Debt                         Loan        (%)       at 9/30/04    within one year
----------------------------------               -----------   --------    ----------    ---------------
<S>                                              <C>           <C>         <C>              <C>
     U.S.V.I.
       Hess Oil Virgin Islands Corp.

         Virgin Islands University Note          9/91 - 9/07     8.00      $   1,200        $     400


     Azerbaijan
       Amerada Hess (ACG) Finance Co. Ltd.

         AH (ACG) Finance Co. - Phase I          3/04 - 3/12     3.71          6,720               --


     United Kingdom
       Amerada Hess Limited

         Brittania Capital Lease                 9/98 - 12/09    4.11          6,555              881

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

Total Consolidated Subsidiary Debt                                         $  14,475         $  1,281
                                                                           ===========      ==========
</Table>
<PAGE>
                                                                   Schedule 6.01

             Amerada Hess Corporation and Consolidated Subsidiaries
                             Existing Company Liens
                                 (in thousands)


<Table>
<Caption>

                                       As of
Liens                                 9/30/04
----------------------------------   --------
<S>                                  <C>

 Baldpate Platform Lease             $104,600

 Enchilada Platform Lease              54,849

 Brittania Capitalized Lease            6,555

 AH (ACG) Finance Co. Phase I Debt      6,720

 Mortgage Payable - Marketing           2,692
                                     --------

Total Existing Company Liens         $175,416
                                     ========

</Table>


<PAGE>
                                                                       EXHIBIT A
                                                             TO CREDIT AGREEMENT

                                     FORM OF
                            ASSIGNMENT AND ACCEPTANCE

            This Assignment and Acceptance (the "Assignment and Acceptance") is
dated as of the Effective Date set forth below and is entered into by and
between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee]
(the "Assignee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (as amended, the
"Credit Agreement"), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto
are hereby agreed to and incorporated herein by reference and made a part of
this Assignment and Acceptance as if set forth herein in full.

            For an agreed consideration, the Assignor hereby irrevocably sells
and assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below (i) all of the Assignor's rights
and obligations in its capacity as a Lender under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such
outstanding rights and obligations of the Assignor under the Credit Agreement
(including any letters of credit included in such facility) and (ii) to the
extent permitted to be assigned under applicable law, all claims, suits, causes
of action and any other right of the Assignor (in its capacity as a Lender)
against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or
related to any of the foregoing, including contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity
related to the rights and obligations sold and assigned pursuant to clause (i)
above (the rights and obligations sold and assigned pursuant to clauses (i) and
(ii) above being referred to herein collectively as the "Assigned Interest").
Such sale and assignment is without recourse to the Assignor and, except as
expressly provided in this Assignment and Acceptance, without representation or
warranty by the Assignor.

1.    Assignor:
                                     -------------------------------------------

2.    Assignee:
                                     -------------------------------------------
                                     [an Affiliate of [Lender]]

3.    Company:                       AMERADA HESS CORPORATION

4.    Administrative Agent:          JPMORGAN CHASE BANK, N.A., as the
                                     Administrative Agent under the Credit
                                     Agreement
<PAGE>
5.    Credit Agreement:              Credit Agreement dated as of December [ ],
                                     2004, among AMERADA HESS CORPORATION, the
                                     Lenders party thereto, JPMorgan Chase Bank,
                                     N.A., as Administrative Agent, and the
                                     other agents and issuing banks parties
                                     thereto

6.    Assigned Interest:

<TABLE>
<CAPTION>
  Aggregate Amount of                Amount of               Percentage Assigned
  Commitment/Loans/LC            Commitment/Loans/             of Commitment/
Exposure for all Lenders        LC Exposure Assigned        Loans/LC Exposure(1)
<S>                             <C>                         <C>
$                               $                                             %
</TABLE>

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

----------
(1)   Set forth, to at least 9 decimals, as a percentage of the
      Commitment/Loans/LC Exposure of all Lenders thereunder.

                                      A-2
<PAGE>
The terms set forth in this Assignment and Acceptance are hereby agreed to:

                                        ASSIGNOR

                                        [NAME OF ASSIGNOR]

                                        By:______________________________
                                             Name:
                                             Title:

                                        ASSIGNEE

                                        [NAME OF ASSIGNEE]

                                        By:______________________________
                                             Name:
                                             Title:

Consented to and accepted:

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent

By:_________________________________
     Name:
     Title:

[ISSUING BANK],
as Issuing Bank

By:_________________________________
     Name:
     Title:

                                      A-3
<PAGE>
[Consented to:](2)

AMERADA HESS CORPORATION


By:________________________________
     Name:
     Title:

----------
(2)   The Company's consent will not be required if an Event of Default has
      occurred and is continuing or the assignment is to an Affiliate of the
      Assignor.

                                      A-4
<PAGE>
                                                                         ANNEX I

                    AMERADA HESS CORPORATION CREDIT AGREEMENT

                        STANDARD TERMS AND CONDITIONS FOR
                            ASSIGNMENT AND ACCEPTANCE

            1. Representations and Warranties.

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

            1.2. Assignee. The Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Acceptance and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
satisfies the requirements, if any, specified in the Credit Agreement that are
required to be satisfied by it in order to acquire the Assigned Interest and
become a Lender, (iii) from and after the Effective Date, it shall be bound by
the provisions of the Credit Agreement and the other Loan Documents as a Lender
thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit
Agreement and the other Loan Documents, together with copies of the most recent
financial statements delivered pursuant to Section 5.01 thereof, as applicable,
and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Assignment and
Acceptance and to purchase the Assigned Interest on the basis of which it has
made such analysis and decision independently and without reliance on the
Administrative Agent or any other Lender, and (v) if it is a Lender organized
under the laws of a jurisdiction outside the United States, attached to this
Assignment and Acceptance is any documentation required to be delivered by it
pursuant to the terms of the Credit Agreement, duly completed and executed by
the Assignee; and (b) agrees that (i) it will, independently and without
reliance on the Administrative Agent, the Assignor or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions, and (ii) it will perform in
accordance with their terms all of the obligations which by the terms of the
Credit Agreement and the other Loan Documents are required to be performed by it
as a Lender.

            2. Payments. From and after the Effective Date, the Administrative
Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for
amounts which have accrued to but excluding the Effective Date and to the
Assignee for amounts which have accrued from and after the Effective Date.
<PAGE>
            3. General Provisions. This Assignment and Acceptance shall be
binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Acceptance may be
executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Acceptance by telecopy shall be effective as delivery of a
manually executed counterpart of this Assignment and Acceptance. This Assignment
and Acceptance shall be governed by, and construed in accordance with, the law
of the State of New York.

                                       2
<PAGE>
                                                                       EXHIBIT B
                                                             TO CREDIT AGREEMENT

                                  FORM OF NOTE

$_________________                                            __________ __, ___

      FOR VALUE RECEIVED, the undersigned, AMERADA HESS CORPORATION, a Delaware
corporation (the "Company"), unconditionally promises to pay to the order of
________________________ (the "Lender") the principal sum of
_____________________ DOLLARS ($_________) or, if less, the aggregate unpaid
principal amount of all Loans made by the Lender pursuant to the Credit
Agreement dated as of December [ ], 2004 (as amended, supplemented, amended and
restated or otherwise modified from time to time, the "Credit Agreement"), among
the Company, the financial institutions (including the Lender) from time to time
parties thereto, JPMorgan Chase Bank, N.A., as the Administrative Agent, and
each of the other agents and issuing banks party thereto from time to time, on
such dates and in such amounts as are set forth in the Credit Agreement. The
amounts payable under the Credit Agreement may be reduced only in accordance
with the terms of the Credit Agreement. Unless otherwise defined, capitalized
terms used herein have the meanings provided in the Credit Agreement.

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

      Payments of both principal and interest are to be made without setoff or
counterclaim in lawful money of the United States of America in same day or
immediately available funds to the account designated by the Administrative
Agent.

      This Note is one of the Notes referred to in, and evidences the Loans made
by the Lender under, the Credit Agreement, to which reference is made for a
statement of the terms and conditions on which the Company is permitted and
required to make prepayments and repayments of principal of the indebtedness
evidenced by this Note and on which such indebtedness may be declared to be or
shall automatically become immediately due and payable.

         THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                                        Amerada Hess Corporation

                                        By:
                                           -------------------------------------
                                            Name:
                                            Title:
<PAGE>
                           LOAN AND PRINCIPAL PAYMENTS

<TABLE>
<CAPTION>
            Amount           Amount of          Unpaid Principal       Notations
Date       of Loan       Principal Repaid           Balance             Made By
----       -------       ----------------           -------             -------
<S>        <C>           <C>                    <C>                    <C>

</TABLE>

                                      B-2
<PAGE>
                                                                     EXHIBIT C

                            AMERADA HESS CORPORATION

                           1185 Avenue of the Americas
                            New York, New York 10036

J. BARCLAY COLLINS, II
Executive Vice President            [FORM OF]
    And General Counsel
(212) 536-8577
FAX: (212) 536-8339

                                        December 10, 2004

JPMorgan Chase Bank, N.A.
as Administrative Agent
270 Park Avenue
New York, New York 10017

The Lenders, Issuing Banks and other agents party to the Credit Agreement
  referred to below from time to time

Ladies and Gentlemen:

            I am the general counsel to Amerada Hess Corporation, a Delaware
corporation (the "Company"), and have acted as such in connection with the
preparation, execution and delivery of the Five-Year Credit Agreement, dated as
of December 10, 2004 (the "Credit Agreement"), among the Company, the several
banks and other financial institutions from time to time parties thereto (the
"Lenders"), JPMorgan Chase Bank, N.A., as administration agent (in such
capacity, the "Administration Agent") and J.P. Morgan Securities Inc., as sole
lead arranger and sole bookrunner and the other agents from time to time parties
thereto.

            The opinions expressed below are furnished to you pursuant to
Section 4.01(b) of the Credit Agreement. Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.

            In arriving at the opinions expressed below, I have examined the
following documents:

            (a)   the Credit Agreement and any Notes signed by the Company (the
Credit Agreement and any such Notes being hereinafter referred to collectively
as the "Transaction Documents"); and

            (b)   such corporate documents and records of the Company and such
other instruments and certificates of public officials, officers and
representatives of the Company and other Persons as I have deemed necessary or
appropriate for the purpose of the opinion.
<PAGE>
            In arriving at the opinions expressed below, I have made such
investigations of law as I have deemed appropriate as a basis for such opinions.

            In rendering the opinions expressed below, I have (a) relied as to
certain matters of fact on certificates of the officers of the Company, (b)
assumed, with your permission, without independent investigation or inquiry, (i)
the authenticity of all documents submitted as originals, (ii) the genuineness
of all signatures on all documents that I have examined (other than those of the
Company and officers of the Company) and (iii) the conformity to authentic
originals of documents submitted as certified, conformed or photostatic copies.

            When the opinions expressed below are stated "to the best of my
knowledge," I have made reasonable and diligent investigation of the subject
matters of such opinions and have no reason to believe that there exist any
facts or other information that would render such opinions incomplete or
incorrect.

            Based upon and subject to the foregoing, I am of the opinion that:

            1.    The Company is duly incorporated and is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
corporation.

            2.    The Company has the corporate power and authority to own,
lease and operate its properties and to conduct the business in which it is
currently engaged and is duly qualified to transact business as a foreign
corporation or other legal entity and is in good standing or appropriately
qualified in each jurisdiction where its ownership, leasing, or operation of
property or the conduct of its business requires such qualification, except to
the extent that the failure to have such power and authority and the failure to
be so qualified and in good standing does not, in the aggregate, constitute a
Material Adverse Effect.

            3.    The Company has the corporate power and authority to make,
deliver and perform its obligations under each Transaction Document and to
borrow under the Credit Agreement. The Company has taken all necessary corporate
action to authorize the borrowings on the terms and conditions of the Credit
Agreement and the other Transaction Documents, and to authorize the execution,
delivery and performance of the Credit Agreement and each other Transaction
Document. No consent or authorization of, notice to, filing with or other act by
or in respect of, any Governmental Authority or any other Person is required in
connection with (i) the borrowings by the Company under the Credit Agreement or
(ii) the execution, delivery and performance by the Company, or the validity or
enforceability against the Company, of each Transaction Document.

            4.    Each Transaction Document has been duly executed and delivered
on behalf of the Company. Each Transaction Document constitutes a legal, valid
and binding obligation of the Company, enforceable against it in accordance with
its terms.

            5.    The execution and delivery of each Transaction Document by the
Company, the performance by the Company of its obligations thereunder, the
consummation of the transactions contemplated thereby, the compliance by the
Company with any of the

                                       2
<PAGE>
provisions thereof, the borrowings by the Company under the Credit Agreement and
the use of proceeds thereof, all as provided therein, (a) will not violate (i)
any requirement of law or any regulation or order of any Governmental Authority
applicable to the Company or (ii) any Contractual Obligation of the Company or
any of its Subsidiaries and (b) will not result in, or require, the creation or
imposition of any Lien on any of its or their respective assets or properties
pursuant to any such requirement of law (or regulation or order) or Contractual
Obligation.

            6.    No litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the best of my knowledge,
threatened by or against the Company or any of its Subsidiaries or against any
of its or their respective properties or revenues (a) with respect to the Credit
Agreement or any of the other Transaction Documents or (b) which would
constitute a Material Adverse Effect.

            7.    To the best of my knowledge, neither the Company nor any of
its Subsidiaries is in default under or with respect to any Contractual
Obligations in any respect which would constitute a Material Adverse Effect.

            8.    The Company is not an "investment company" or a company
"controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940, as amended. The Company is not subject to regulation under
any Federal or state statute or regulation which limits its ability to incur
Indebtedness.

            9.    The use of proceeds of the Loans, as limited by the provisions
of the Credit Agreement, does not violate Regulations T, U and X of the Board as
in effect from time to time.

            The opinions set forth in the second sentence of paragraph 4 above
are subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles (whether considered in
a proceeding in equity or at law), including, without limitation, concepts of
materiality and reasonableness and an implied covenant of good faith and fair
dealing.

            I am a member of the bar of the State of New York and the opinions
expressed herein are based upon and are limited to the laws of such state, the
General Corporation Law of the State of Delaware and the Federal laws of the
United States of America.

                                       3
<PAGE>
            This opinion has been rendered solely for your benefit and for the
benefit of your permitted assignees pursuant to Section 9.04 of the Credit
Agreement in connection with the Credit Agreement and the other Transaction
Documents and the transactions contemplated thereby and may not be used,
circulated, quoted, relied upon or otherwise referred to for any other purpose
without my prior written consent; provided, however, that this opinion may be
delivered to your regulators, accountants, attorneys and other professional
advisers and may be used in connection with any legal or regulatory proceeding
relating to the subject matter of this opinion.

                                        Very truly yours,

JBC/jaa

                                       4
<PAGE>
                                                                       EXHIBIT D
                                                             TO CREDIT AGREEMENT

                             [LETTERHEAD OF COMPANY]

                                     FORM OF
                              NOTICE OF LC ACTIVITY

                                                Certificate Date: ______ _, ____

AMERADA HESS CORPORATION,
as the Company
1185 Avenue of the Americas
New York, New York 10036
Facsimile:  (212) 536-8617

Attention: Treasurer

JPMorgan Chase Bank, N.A.,
as the Administrative Agent
Loan & Agency Department
1111 Fannin
Houston, TX 77002
Facsimile:  (713) 427-6307

Attention: Claudette Reid

      Re:   AMERADA HESS CORPORATION -- NOTICE OF LC ACTIVITY

Ladies and Gentlemen:

      This Notice of LC Activity is delivered to you pursuant to Section 2.05(b)
of the Credit Agreement dated as of December [ ], 2004 (as amended,
supplemented, amended and restated or otherwise modified from time to time, the
"Credit Agreement"), among AMERADA HESS CORPORATION, a Delaware corporation (the
"Company"), the financial institutions from time to time parties thereto as
lenders (each individually referred to therein as a "Lender" and, collectively,
as the "Lenders"), the Issuing Banks from time to time party thereto, and
JPMorgan Chase Bank, N.A., as the Administrative Agent. Unless otherwise defined
herein, terms used herein have the meanings provided in the Credit Agreement.

      The Issuing Bank hereby gives you notice pursuant to Section 2.05(b) of
the Credit Agreement, that the Issuing Bank [issued] [amended] [renewed]
[extended] a Letter of Credit pursuant to a Notice of LC Request from the
Company. A copy of such Letter of Credit [(as so [amended] [renewed]
[extended])] is attached hereto as Exhibit A. The beneficiary of such Letter of
Credit is __________. The stated amount of such Letter of Credit is $_________.
Such Letter of Credit was issued on __________ [and the [amendment] [renewal]
[extension] thereof became effective on _________________]. As of the date
hereof, $___________ of such Letter of Credit has been drawn on. The expiration
date of such Letter of Credit is
<PAGE>
___________ ___, _____. [Issuing Bank to add any other information with respect
to the amendment, renewal, extension or expiry of, or drawing under, such Letter
of Credit as the Administrative Agent may reasonably request.]

                                        ---------------------,
                                        as Issuing Bank,

                                        By:
                                           -------------------------------------
                                            Name:
                                            Title:

                                      D-2
<PAGE>
                                    Exhibit A

                         [See Attached Letter of Credit]

                                       1
<PAGE>
                                                                       EXHIBIT E
                                                             TO CREDIT AGREEMENT

                             [LETTERHEAD OF COMPANY]

                                     FORM OF
                              NOTICE OF LC REQUEST

                                                Certificate Date: ______ _, ____

______________________,
as the Issuing Bank

Facsimile:__________________________

Attention:__________________________

JPMorgan Chase Bank, N.A.,
as the Administrative Agent
Loan & Agency Department
1111 Fannin
Houston, TX 77002
Facsimile:  (713) 427-6307

Attention: Claudette Reid

      Re:   AMERADA HESS CORPORATION -- NOTICE OF LC REQUEST

Ladies and Gentlemen:

            This Notice of LC Request is delivered to __________, as an issuing
bank (the "Issuing Bank"), pursuant to Section 2.05(b) of the Credit Agreement
dated as of December [ ], 2004 (as amended, supplemented, amended and restated
or otherwise modified from time to time, the "Credit Agreement"), among AMERADA
HESS CORPORATION, a Delaware corporation (the "Company"), the financial
institutions from time to time parties thereto as lenders (the "Lenders"), the
issuing banks from time to time parties thereto (the "Issuing Banks"), and
JPMorgan Chase Bank, N.A., as the Administrative Agent. Unless otherwise defined
herein, capitalized terms used herein have the meanings provided in the Credit
Agreement.

            1. [We request that a Letter of Credit (the "Letter of Credit") be
issued as provided herein. The amount of the Letter of Credit is $_____________.
After giving effect to the issuance of the Letter of Credit, the stated amount
of all Letters of Credit issued by the Issuing Bank does not exceed the LC
Commitment of the Issuing Bank (unless otherwise agreed by the Issuing Bank) and
the Total Exposures of all Lenders does not exceed the aggregate Commitments.]
[We request that the [identify Letter of Credit] (the "Letter of Credit") be
[amended] [renewed] [extended] as provided herein. After giving effect to the
[amendment] [renewal] [extension] of the Letter of Credit, the portion of the LC
Exposure attributable to the Letters of Credit issued by the Issuing Bank does
not exceed the LC Commitment of the Issuing
<PAGE>
Bank (unless otherwise agreed by the Issuing Bank) and the Total Exposures of
all Lenders do not exceed the aggregate Commitments.]

            2. The proposed date of the requested [issuance] [amendment]
[renewal] [extension] of the Letter of Credit is __________ __, ____ (which is a
Business Day).

            3. The expiration date of the Letter of Credit is____________ __,
______.(1)

            4. [Company to add any other description necessary to prepare,
amend, renew or extend the Letter of Credit (including amount of Letter of
Credit, beneficiary thereof, drawing conditions, etc.).]

            The undersigned Financial Officer of the Company certifies that each
of the conditions precedent to the proposed issuance set forth in Section 4.02
of the Credit Agreement has been satisfied.

            The Company has caused this Notice of LC Request to be executed and
delivered by a Financial Officer of the Company this ___ day of __________,
_____.

                                        AMERADA HESS CORPORATION

                                        by _____________________________________
                                           Name:
                                           Title:

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(1)   Insert date which is at or prior to the close of business on the earlier
      of (a) the date one year after the date of the issuance of the Letter of
      Credit (or, in the case of any renewal or extension thereof, one year
      after such renewal or extension) and (b) the date that is thirty days
      prior to the Maturity Date.

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