exv10w1



 







Exhibit 10.1




[EXECUTION COPY]





 

 








CREDIT AGREEMENT


dated as of December 9, 2005


among


NOBLE ENERGY, INC.,


as the Borrower,


JPMORGAN CHASE BANK, N.A.,


as the Administrative Agent for the Lenders,


WACHOVIA BANK, NATIONAL ASSOCIATION


and


THE ROYAL BANK OF SCOTLAND PLC,


as the Co-Syndication Agents for the Lenders,


DEUTSCHE BANK SECURITIES INC.


and


CITIBANK, N.A.,


as the Co-Documentation Agents for the Lenders,


and


CERTAIN COMMERCIAL LENDING INSTITUTIONS,


as the Lenders


 




J.P. MORGAN SECURITIES INC.,


as Sole Lead Arranger and Sole Bookrunner



 

 




 









 










TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	 	 	1	 
	SECTION 1.1 Defined Terms
	 	 	1	 
	SECTION 1.2 Use of Defined Terms
	 	 	15	 
	SECTION 1.3 Cross-References
	 	 	15	 
	SECTION 1.4 Accounting and Financial Determinations
	 	 	15	 

	ARTICLE II THE FACILITY AND BORROWING PROCEDURES
	 	 	15	 
	SECTION 2.1 Facility
	 	 	15	 
	SECTION 2.2 Mandatory Reductions of Commitment Amount
	 	 	16	 
	SECTION 2.3 Voluntary Reduction of Commitment Amount
	 	 	16	 
	SECTION 2.4 Base Rate Loans and Eurodollar Loans
	 	 	16	 
	SECTION 2.5 Borrowing Procedures for Loans
	 	 	16	 
	SECTION 2.6 Continuation and Conversion Elections
	 	 	17	 
	SECTION 2.7 Funding
	 	 	17	 
	SECTION 2.8 Repayment of Loans; Evidence of Debt
	 	 	18	 
	SECTION 2.9 Increase in Commitments
	 	 	18	 
	SECTION 2.10 Extension of Maturity Date
	 	 	20	 
	SECTION 2.11 Letters of Credit
	 	 	21	 
	ARTICLE III REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
	 	 	24	 
	SECTION 3.1 Repayments and Prepayments
	 	 	24	 
	SECTION 3.2 Interest Provisions
	 	 	25	 
	SECTION 3.3 Fees
	 	 	26	 
	SECTION 3.4 Payment Office
	 	 	27	 
	ARTICLE IV CERTAIN EURODOLLAR AND OTHER PROVISIONS
	 	 	27	 
	SECTION 4.1 Eurodollar Lending Unlawful
	 	 	27	 
	SECTION 4.2 Deposits Unavailable or Eurodollar Interest Rate Unascertainable
	 	 	27	 
	SECTION 4.3 Increased Eurodollar Borrowing Costs, etc
	 	 	27	 
	SECTION 4.4 Funding Losses
	 	 	28	 
	SECTION 4.5 Increased Capital Costs
	 	 	28	 
	SECTION 4.6 Taxes
	 	 	28	 
	SECTION 4.7 Special Fees in Respect of Reserve Requirements
	 	 	30	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page
	SECTION 4.8 Payments, Computations, etc
	 	 	31	 
	SECTION 4.9 Sharing of Payments
	 	 	31	 
	SECTION 4.10 Replacement of Lender on Account of
Increased Costs, Eurodollar Lending
Unlawful, Reserve Requirements,
Taxes, Certain Dissents, etc
	 	 	32	 
	SECTION 4.11 Maximum Interest
	 	 	32	 
	ARTICLE V CONDITIONS
	 	 	33	 
	SECTION 5.1 Effective Date
	 	 	33	 
	SECTION 5.2 All Borrowings
	 	 	34	 
	ARTICLE VI REPRESENTATIONS AND WARRANTIES
	 	 	35	 
	SECTION 6.1 Organization, etc
	 	 	35	 
	SECTION 6.2 Due Authorization, Non-Contravention, etc
	 	 	35	 
	SECTION 6.3 Government Approval, Regulation, etc
	 	 	35	 
	SECTION 6.4 Validity, etc
	 	 	36	 
	SECTION 6.5 Financial Information
	 	 	36	 
	SECTION 6.6 No Material Adverse Change
	 	 	36	 
	SECTION 6.7 Litigation, Labor Controversies, etc
	 	 	36	 
	SECTION 6.8 Subsidiaries
	 	 	36	 
	SECTION 6.9 Taxes
	 	 	36	 
	SECTION 6.10 Pension and Welfare Plans
	 	 	37	 
	SECTION 6.11 Environmental Warranties and Compliance
	 	 	37	 
	SECTION 6.12 Regulation U
	 	 	37	 
	SECTION 6.13 Accuracy of Information
	 	 	37	 
	SECTION 6.14 Use of Proceeds
	 	 	37	 
	ARTICLE VII COVENANTS
	 	 	38	 
	SECTION 7.1 Affirmative Covenants
	 	 	38	 
	SECTION 7.2 Negative Covenants
	 	 	41	 
	ARTICLE VIII EVENTS OF DEFAULT
	 	 	44	 
	SECTION 8.1 Listing of Events of Default
	 	 	44	 
	SECTION 8.2 Action if Bankruptcy
	 	 	46	 
	SECTION 8.3 Action if Other Event of Default
	 	 	46	 






-ii-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page
	ARTICLE IX THE AGENTS
	 	 	47	 
	SECTION 9.1 Actions
	 	 	47	 
	SECTION 9.2 Funding Reliance, etc
	 	 	47	 
	SECTION 9.3 Exculpation
	 	 	48	 
	SECTION 9.4 Successor
	 	 	48	 
	SECTION 9.5 Loans by the Agents
	 	 	49	 
	SECTION 9.6 Credit Decisions
	 	 	49	 
	SECTION 9.7 Copies, etc
	 	 	49	 
	ARTICLE X MISCELLANEOUS PROVISIONS
	 	 	49	 
	SECTION 10.1 Waivers, Amendments, etc
	 	 	49	 
	SECTION 10.2 Notices
	 	 	50	 
	SECTION 10.3 Payment of Costs, Expenses and Taxes
	 	 	51	 
	SECTION 10.4 Indemnification
	 	 	52	 
	SECTION 10.5 Survival
	 	 	52	 
	SECTION 10.6 Severability
	 	 	53	 
	SECTION 10.7 Headings
	 	 	53	 
	SECTION 10.8 Governing Law; Entire Agreement
	 	 	53	 
	SECTION 10.9 Successors and Assigns
	 	 	53	 
	SECTION 10.10 Sale and Transfer of Loans and Commitments;
Participations in Loans and Commitments
	 	 	53	 
	SECTION 10.11 Other Transactions
	 	 	55	 
	SECTION 10.12 Confidentiality
	 	 	55	 
	SECTION 10.13 Forum Selection and Consent to Jurisdiction
	 	 	56	 
	SECTION 10.14 Waiver of Jury Trial
	 	 	56	 
	SECTION 10.15 USA Patriot Act Notice
	 	 	57	 
	SECTION 10.16 Waiver of Notice
	 	 	57	 
	SECTION 10.17 NO ORAL AGREEMENTS
	 	 	57	 






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TABLE OF CONTENTS




SCHEDULES AND EXHIBITS




	 	 	 	 	 
	SCHEDULE I

	 	-
	 	Disclosure Schedule
	SCHEDULE II

	 	-
	 	Schedule of Commitments
	SCHEDULE 6.8

	 	-
	 	Subsidiaries
	SCHEDULE 7.2.2

	 	-
	 	Existing Liens
	EXHIBIT 2.5

	 	-
	 	Form of Borrowing Request
	EXHIBIT 2.6

	 	-
	 	Form of Continuation/Conversion Notice
	EXHIBIT 2.8

	 	-
	 	Form of Note
	EXHIBIT 5.1.4

	 	-
	 	Form of Opinion of Counsel
	EXHIBIT 10.10

	 	-
	 	Form of Lender Assignment Agreement






-iv-









 






CREDIT AGREEMENT




     THIS CREDIT AGREEMENT, dated as of December 9, 2005 (as may be amended, restated, supplemented
or otherwise modified from time to time, this “Agreement”), is among NOBLE ENERGY, INC., a
Delaware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A. (“JPMCB”), as
administrative agent (JPMCB in such capacity, together with any successor(s) thereto in such
capacity, the “Administrative Agent”), WACHOVIA BANK, NATIONAL ASSOCIATION and THE ROYAL
BANK OF SCOTLAND PLC, as co-syndication agents (in such capacity, together with any successor(s)
thereto in such capacity, individually, a “Co-Syndication Agent” and, collectively, the
“Co-Syndication Agents”), DEUTSCHE BANK SECURITIES INC. and CITIBANK, N.A., as
co-documentation agents (in such capacity, together with any successor(s) thereto in such capacity,
individually, a “Co-Documentation Agent” and, collectively, the “Co-Documentation
Agents”), and certain commercial lending institutions as are or may become parties hereto
(collectively, the “Lenders”).



     The parties hereto agree as follows:



ARTICLE I




DEFINITIONS AND ACCOUNTING TERMS




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



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



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



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



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



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



 









 





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



	 	 	 	 	 
	Applicable Rating Level	 	Applicable Facility Fee Rate
	Level I
	 	 	7.5	 
	Level II
	 	 	9.0	 
	Level III
	 	 	11.0	 
	Level IV
	 	 	12.5	 
	Level V
	 	 	17.5	 





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




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



	 	 	 	 	 	 	 	 	 
	 	 	Utilization less than or	 	Utilization greater than
	Applicable Rating Level	 	equal to 50%	 	50%
	Level I
	 	 	20.0	 	 	 	32.5	 
	Level II
	 	 	28.5	 	 	 	41.0	 
	Level III
	 	 	39.0	 	 	 	51.5	 
	Level IV
	 	 	50.0	 	 	 	62.5	 
	Level V
	 	 	82.5	 	 	 	95.0	 





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




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



2









 







below under the “Applicable Rating Level” opposite the rating under the heading “Moody’s” or “S&P”
which is one rating lower than the higher of the two split ratings.



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






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



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



     “Approved Fund” is defined in Section 10.10.1.



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



     “Assignee Lender” is defined in Section 10.10.1.



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



3









 





     “Availability Period” means the period from and including the Effective Date to but
excluding the Maturity Date.



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



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



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



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



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



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



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



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



     “Capitalized Lease Liabilities” means all monetary obligations of the Borrower or any
of its Subsidiaries under any leasing or similar arrangement which, in accordance with GAAP, would
be classified as capitalized leases, and, for purposes of this Agreement and each other Loan
Document, the amount of such obligations shall be the capitalized amount thereof, determined in
accordance with GAAP.



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



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



4









 





     “CI Lender” is defined in Section 2.9(a).



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



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



     “Commitment” means, as to any Lender, the obligation, if any, of such Lender to make
Loans pursuant to Section 2.1.1 of this Agreement and to acquire participations in Letters
of Credit pursuant to Section 2.11 of this Agreement, expressed as an amount representing
the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder up to but not
exceeding the amount, if any, set forth opposite such Lender’s name on Schedule II, as the
same may be reduced, increased or adjusted from time to time in accordance with this Agreement,
including Sections 2.3 and 2.9.



     “Commitment Amount” means, on any date, $2,100,000,000, as such amount may be reduced,
increased or adjusted from time to time in accordance with this Agreement, including Sections
2.3 and 2.9.



     “Commitment Increase” is defined in Section 2.9(a).



     “Commitment Increase Effective Date” is defined in Section 2.9(b).



     “Consenting Lenders” is defined in Section 2.10(b).



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



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



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



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



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



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



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



5









 





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



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



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



     “Effective Date” means the date on which the conditions specified in Section
5.1 are satisfied (or waived in accordance with Section 10.1).



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



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



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



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



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



6









 





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



     “Event of Default” is defined in Section 8.1.



     “Existing 2001 Credit Facility” means that certain Credit Agreement, dated as of
November 30, 2001, among the Borrower, JPMorgan Chase Bank, as administrative agent, and the
lenders and the agents party thereto, and the other agreements or instruments executed and
delivered in connection with, or as security for the payment or performance of the obligations
thereunder, as such agreements may have been amended, supplemented or restated from time to time.



     “Existing 2004 Credit Facility” means that certain Credit Agreement, dated as of
October 28, 2004, among the Borrower, JPMorgan Chase Bank, as administrative agent, and the lenders
and the agents party thereto, and the other agreements or instruments executed and delivered in
connection with, or as security for the payment or performance of the obligations thereunder, as
such agreements may have been amended, supplemented or restated from time to time.



     “Existing 2005 Credit Facility” means that certain Credit Agreement, dated as of April
4, 2005, among the Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders
and the agents party thereto, and the other agreements or instruments executed and delivered in
connection with, or as security for the payment or performance of the obligations thereunder, as
such agreements may have been amended, supplemented or restated from time to time.



     “Extension Confirmation Date” is defined in Section 2.10(b).



     “Extension Effective Date” is defined in Section 2.10(b).



     “Extension Request” is defined in Section 2.10(a).



     “Facility” is defined in Section 2.1.



7









 





     “FAS 133” means the statement of financial accounting standard number 133 entitled
“Accounting for Derivative Instruments and Hedging Activities” issued by the Financial Accounting
Standards Board in June of 1998, as amended from time to time.



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



     “Fee Letter” is defined in Section 3.3.2.



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



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



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



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



     “GAAP” is defined in Section 1.4.



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



8









 





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



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



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



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



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



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



9









 







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



     “Indemnified Liabilities” is defined in Section 10.4.



     “Indemnified Parties” is defined in Section 10.4.



     “Information” is defined in Section 10.12.



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



     “Issuing Bank” means (a) JPMorgan Chase Bank, N.A. in its capacity as the issuer of
Letters of Credit hereunder, and its successors in such capacity as provided in Section
2.11(i), as well as (b) any other Lender that, at the request of the Borrower, agrees, in such
Lender’s discretion, to become an Issuing Bank for purposes of issuing Letters of Credit pursuant
to Section 2.11; provided that JPMorgan Chase Bank, N.A. shall at no time be requested or
otherwise required to issue Letters of Credit with an aggregate LC Exposure in excess of
$300,000,000. An Issuing Bank may, with the prior written consent of the Borrower (such consent
not to be unreasonably withheld, conditioned or delayed), 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.”



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



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



     “LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of
Credit.



10









 





     “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 Borrower at such time. The LC Exposure of
any Lender at any time shall be its Percentage of the total LC Exposure at such time.



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



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



     “Lender Certificate” is defined in Section 2.9.



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



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



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



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



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



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



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



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



11









 





     “Maturity Date” shall mean the earlier of:



     (a) December 9, 2010, and for any Lender agreeing to extend its Maturity Date pursuant to
Section 2.10, the date on December 9th, in each year thereafter pursuant to which the
Maturity Date of such Lender has been extended; and



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



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



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



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



     “New Funds Amount” is defined in Section 2.9(d).



     “Non-Consenting Lender” is defined in Section 2.10(a).



     “Notice of Commitment Increase” is defined in Section 2.9(b).



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



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



     “Participant” is defined in Section 10.10.



     “Payment Date” is defined in Section 3.2.3.



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



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



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



12









 





of ERISA at any time during the preceding five years, or by reason of being deemed to be a
contributing sponsor under section 4069 of ERISA.



     “Percentage” means, with respect to any Lender, the percentage of the Total
Commitments represented by such Lender’s Commitment, as such percentage may be adjusted from time
to time pursuant to Lender Assignment Agreements executed by such Lender and its Assignee Lenders
and delivered pursuant to Section 10.10, or any decreases in Commitments made in accordance
with this Agreement, or as such percentage may be adjusted from time to time pursuant to
Section 2.9. If the Commitments have terminated or expired, the Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to any assignments or
other adjustments.



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



     “Plan” means any Pension Plan or Welfare Plan.



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



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



     “Reducing Percentage Lender” is defined in Section 2.9(d).



     “Reduction Amount” is defined in Section 2.9(d).



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



     “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.



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



     “Required Lenders” means Lenders in the aggregate holding greater than 50% of the
aggregate amount of the Revolving Credit Exposures of all Lenders and, if there is no Revolving
Credit Exposure, Lenders having greater than 50% of the then Total Commitment.



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



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



13









 





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



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



     “Stockholders’ Equity” means, as of the time of any determination thereof is to be
made, (a) shareholders’ equity of the Borrower and its consolidated Subsidiaries determined in
accordance with GAAP, plus (b) the absolute cumulative amount by which such shareholders’
equity shall have been reduced by reason of non-cash write downs of oil and gas assets from time to
time after the Effective Date and (c) either plus the absolute amount by which such
shareholders’ equity shall have been reduced by reason of any non-cash accumulated comprehensive
loss or minus the absolute amount by which such shareholders’ equity shall have been
increased by reason of any non-cash accumulated comprehensive gain, in either case from changes in
fair value of hedges, net of tax, resulting from the requirements of FAS 133.



     “Subsidiary” means any subsidiary of the Borrower.



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



     “Taxes” is defined in Section 4.6.



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



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



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



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



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



     “Unrestricted Subsidiary” means any Subsidiary that is designated on Schedule
6.8 as an Unrestricted Subsidiary or which the Borrower has designated in writing to the
Administrative



14









 







Agent to be an Unrestricted Subsidiary pursuant to Section 7.1.7, and, in
either case, which the Borrower has not designated to be a Restricted Subsidiary pursuant to
Section 7.1.8.



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



     “Utilization” means, at any time, the ratio (expressed as a percentage) of (i) the
aggregate amount of the Revolving Credit Exposures of all Lenders to (ii) the sum of the then
effective Total Commitment under this Agreement.



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



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



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



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



ARTICLE II




THE FACILITY AND BORROWING PROCEDURES




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



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




15









 






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



     SECTION 2.2 Mandatory Reductions of Commitment Amount. The Commitment of each Lender
shall be reduced automatically to zero ($0) on the Maturity Date applicable to such Lender.



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



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



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



     SECTION 2.5.1 Base Rate Loans. The Administrative Agent shall receive written or
telegraphic notice from the Borrower on or before 2:00 p.m. Central time one (1) Business Day prior
to the date of the Borrowing of a Base Rate Loan (provided that any such notice of the Borrowing of
a Base Rate Loan to finance the reimbursement of an LC Disbursement as contemplated by Section
2.11(e) may be given not later than 10:00 a.m., Central time, on the date of the proposed
Borrowing) and the amount of such Borrowing (which shall be in a minimum amount of $5,000,000 and
an integral multiple of $1,000,000 unless such Borrowing is required to finance the reimbursement
of an LC Disbursement as contemplated by Section 2.11(e)), and the Administrative Agent
shall advise each Lender thereof promptly thereafter. Not later than 11:00 a.m., Central time, on
the date specified in such notice for such Borrowing, each Lender shall provide to the
Administrative Agent at the Payment Office, same



16









 




day or immediately available funds covering such Lender’s Percentage of the requested Base
Rate Loan. Upon fulfillment of the applicable conditions set forth in Article V with
respect to such Base Rate Loan, the Administrative Agent shall make available to the Borrower the
proceeds of each Base Rate Loan (to the extent received from the Lenders) by wire transfer of such
proceeds to such account(s) as the Borrower shall have specified in the Borrowing Request.




     SECTION 2.5.2 Eurodollar Loans. The Administrative Agent shall receive written or
telegraphic notice pursuant to a Borrowing Request from the Borrower on or before 2:00 p.m. Central
time, at least three (3) Business Days prior to the date requested for each proposed Borrowing or
continuation of a Eurodollar Loan, of the date of such Borrowing or continuation, as the case may
be, the amount of such Borrowing or continuation, as the case may be (which shall be in a minimum
amount of $5,000,000 and an integral multiple of $1,000,000), and the duration of the initial
Eurodollar Interest Period with respect thereto, and the Administrative Agent shall advise each
Lender thereof promptly thereafter. Not later than 10:00 a.m., Central time, on the date specified
in such notice for such Borrowing, each Lender shall provide to the Administrative Agent at the
Payment Office, same day or immediately available funds covering such Lender’s Percentage of the
requested Eurodollar Loan. Upon fulfillment of the applicable conditions set forth in Article
V with respect to such Eurodollar Loan, the Administrative Agent shall make available to the
Borrower the proceeds of each Eurodollar Loan (to the extent received from the Lenders) by wire
transfer of such proceeds to such account(s) as the Borrower shall have specified in the Borrowing
Request.



     SECTION 2.6 Continuation and Conversion Elections. By delivering a
Continuation/Conversion Notice to the Administrative Agent on or before 2:00 p.m., Central time, on
a Business Day, the Borrower may from time to time irrevocably elect, on not less than three (3)
nor more than five (5) Business Days’ notice that all, or any portion in an aggregate minimum
amount of $5,000,000 and an integral multiple of $1,000,000 of any Borrowings be, (i) in the case
of Base Rate Loans, converted into Eurodollar Loans, or (ii) in the case of Eurodollar Loans, be
converted into a Base Rate Loan or continued as a Eurodollar Loan of such Type (in the absence of
delivery of a Continuation/Conversion Notice with respect to any Eurodollar Loan at least three (3)
Business Days before the last day of the then current Interest Period with respect thereto, such
Eurodollar Loan shall, on such last day, automatically convert to a Base Rate Loan);
provided, however, that (i) each such conversion or continuation shall be pro rated
among the applicable outstanding Loans of all Lenders, and (ii) no portion of the outstanding
principal amount of any Loans may be continued as, or be converted into, Eurodollar Loans when any
Event of Default has occurred and is continuing.



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



17









 




purchasing, as the case may be, Dollar deposits in its Eurodollar Office’s interbank
eurodollar market.




     SECTION 2.8 Repayment of Loans; Evidence of Debt.



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



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



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



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



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



     SECTION 2.9 Increase in Commitments.



     (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right,
without the consent of the Lenders, the Administrative Agent or the Issuing Banks, to cause from
time to time an increase in the total amount of the Commitments (a “Commitment Increase”)
by adding to this Agreement one or more additional financial institutions that are not already
Lenders hereunder and that are reasonably satisfactory to the Administrative Agent and the Issuing
Banks (each a “CI Lender”) or by allowing one or more existing Lenders to increase their
respective Commitments; provided, however, that (i) no Event of Default shall have
occurred which is continuing, (ii) no such Commitment Increase shall cause the total amount of the
Commitments to exceed $3,000,000,000, (iii) no Lender’s Commitment shall be increased without such
Lender’s prior written consent (which consent may be given or withheld in such



18









 




Lender’s sole and absolute discretion) and (iv) if, on the effective date of such increase,
any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs
in connection with the reallocation of such outstanding Loans.




     (b) Any Commitment Increase must be requested by written notice from the Borrower to the
Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit 2.9
attached hereto. The Administrative Agent shall give prompt notice to each Issuing Bank of its
receipt of a Notice of Commitment Increase. Once the Notice of Commitment Increase is
fully-executed, such notice and such Commitment Increase shall be effective on the proposed
effective date set forth in such notice or on another date agreed to by the Administrative Agent
and the Borrower (such date referred to as the “Commitment Increase Effective Date”).



     (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding
as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver
to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI
Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on
such Commitment Increase Effective Date, (ii) the Administrative Agent shall, by wire transfer of
immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount,
which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the
Borrower pursuant to Section 2.3, ratably in accordance with the respective principal
amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage
Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or
costs in connection with the reallocation of any outstanding Loans.



     (d) For purposes of this Section, the following defined terms shall have the following
meanings: (1) “New Funds Amount” means the amount equal to the product of a Lender’s
increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the
total amount of the Commitments after giving effect to the Commitment Increase, times the aggregate
principal amount of the outstanding Loans immediately prior to giving effect to the Commitment
Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the
aggregate principal amount of Loans as a result of borrowings made after giving effect to the
Commitment Increase on such Commitment Increase Effective Date); (2) “Reducing Percentage
Lender” means each then existing Lender immediately prior to giving effect to the Commitment
Increase that does not increase its respective Commitment as a result of the Commitment Increase
and whose relative percentage of the total amount of the Commitments shall be reduced after giving
effect to such Commitment Increase; and (3) “Reduction Amount” means the amount by which a
Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment Increase Effective Date
(without regard to the effect of any borrowings made on such Commitment Increase Effective Date
after giving effect to the Commitment Increase).



     (e) Each Commitment Increase shall become effective on its Commitment Increase Effective Date
and upon such effectiveness (i) the Administrative Agent shall record in its records the CI
Lender’s information as provided in the Notice of Commitment Increase and pursuant to an
Administrative Questionnaire in form satisfactory to the Administrative Agent



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that shall be executed and delivered by each CI Lender to the Administrative Agent on or
before the Commitment Increase Effective Date, (ii) Schedule II hereof shall be amended and
restated to set forth all Lenders (including any CI Lenders) that will be Lenders hereunder after
giving effect to such Commitment Increase (which shall be set forth in Annex I to the applicable
Notice of Commitment Increase) and the Administrative Agent shall distribute to each Lender
(including each CI Lender) a copy of such amended and restated Schedule II, and (iii) each
CI Lender identified on the Notice of Commitment Increase for such Commitment Increase shall be a
“Lender” for all purposes under this Agreement.




     SECTION 2.10 Extension of Maturity Date.



     (a) Not earlier than 90 days prior to, nor later than 45 days prior to, each anniversary of
the Closing Date, the Borrower may, upon notice to the Administrative Agent (who shall promptly
notify the Lenders), request a one-year extension of the Maturity Date then in effect
(“Extension Request”). Within 15 days of delivery of such Extension Request, each Lender
shall notify the Administrative Agent and the Borrower whether or not it consents to such Extension
Request (which consent may be given or withheld in such Lender’s sole and absolute discretion).
Any Lender with a then effective Commitment may consent to an Extension Request irrespective of
whether such Lender previously had not been a Consenting Lender (as defined below) with respect to
a previous Extension Request (a “Non-Consenting Lender”). Any Lender not responding within
the above specified time period shall be deemed not to have consented to such Extension Request.
The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’
responses.



     (b) The Maturity Date shall be extended only if Lenders holding greater than 50% of the total
Commitments then outstanding (calculated excluding any Lender in default in its obligation to fund
Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the
“Consenting Lenders”) have consented to the Extension Request. For each such Extension
Request, if so approved, (i) the Maturity Date, as to Consenting Lenders (irrespective of whether
such Lender previously had been a Non-Consenting Lender), shall be extended to the same date in the
following year after giving effect to any prior extensions (such existing Maturity Date being the
“Extension Effective Date”), and (ii) the Maturity Date, as to any Non-Consenting Lender,
shall remain the Maturity Date in effect for such Non-Consenting Lender prior to the Extension
Effective Date. With respect to any previously Non-Consenting Lender who is a Consenting Lender
with respect to a current Extension Request, by giving its consent, such Consenting Lender shall be
approving an extension of more than one year. Non-Consenting Lenders shall remain Lenders until
the Maturity Date applicable to such Lender at which time (and irrespective of the pro rata
requirements under Sections 4.8 and 4.9 hereof) the Borrower shall repay all Loans
owing to such Lender. The Administrative Agent and the Borrower shall promptly confirm to the
Lenders such extension of the Maturity Date, specifying the date of such confirmation (the
“Extension Confirmation Date”), the Extension Effective Date, and the extended Maturity
Date with respect to the Consenting Lenders. As a condition precedent to such extension, the
Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the
Extension Confirmation Date signed by an Authorized Officer of the Borrower certifying that, (i)
before and after giving effect to such extension, the representations and warranties contained in
Article VI made by it are true and correct on and as of the Extension Confirmation Date,
except to the extent that such representations and warranties



20









 




specifically refer to an earlier date, (ii) before and after giving effect to such extension
no Default exists or will exist as of the Extension Confirmation Date, and (iii) no Material
Adverse Effect has occurred through the Extension Confirmation Date.




     SECTION 2.11 Letters of Credit.



     (a) General. Subject to the terms and conditions set forth herein, the Borrower may
request the issuance of Letters of Credit for its own account, in a form reasonably acceptable to
the applicable Issuing Bank, 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 Borrower
to, or entered into by the Borrower with, the applicable Issuing Bank relating to any Letter of
Credit, the terms and conditions of this Agreement shall control.



     (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 Borrower shall hand deliver or telecopy (or transmit by electronic communication,
if arrangements for doing so have been approved by the applicable Issuing Bank) to such Issuing
Bank and the Administrative Agent (reasonably in advance of the requested date of issuance,
amendment, renewal or extension) a notice 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 Borrower also shall submit a letter of credit application on
such 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 Borrower shall be deemed to represent and warrant
that), after giving effect to such issuance, amendment, renewal or extension the aggregate amount
of the Revolving Credit Exposures of all Lenders shall not exceed the total Commitments. Each
issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a
representation and warranty by the Borrower on the date thereof as to the matters specified in
Section 5.2.1.



     (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, provided that any Letter of Credit may provide for the renewal thereof for
additional one-year periods (which shall in no event extend beyond the date referred to in
clause (ii) hereof) and (ii) the date that is five Business Days prior to the then
effective 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, the Issuing Bank hereby grants to each Lender, and each Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s
Percentage of the aggregate amount available to be drawn under such Letter of Credit. In
consideration and in furtherance of the foregoing, each Lender hereby absolutely and



21









 




unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing
Bank, such Lender’s Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed
by the Borrower on the date due as provided in paragraph (e) of this Section, or of any
reimbursement payment required to be refunded to the Borrower 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 Borrower shall reimburse such LC Disbursement by paying to the Administrative
Agent an amount equal to such LC Disbursement not later than 12:00 noon, Central time, on the date
that such LC Disbursement is made, if the Borrower shall have received notice of such LC
Disbursement prior to 10:00 a.m., Central time, on such date, or, if such notice has not been
received by the Borrower prior to such time on such date, then not later than 12:00 noon, Central
time, on (i) the Business Day that the Borrower receives such notice, if such notice is received
prior to 10:00 a.m., Central time, on the day of receipt, or (ii) the Business Day immediately
following the day that the Borrower receives such notice, if such notice is not received prior to
such time on the day of receipt; provided that the Borrower may, subject to the conditions
to borrowing set forth herein, request in accordance with Section 2.5 that such payment be
financed with a Base Rate Loan in an equivalent amount and, to the extent so financed, the
Borrower’s obligation to make such payment shall be discharged and replaced by the resulting
Borrowing. If the Borrower 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 Borrower in
respect thereof and such Lender’s Percentage thereof. Promptly following receipt of such notice,
each Lender shall pay to the Administrative Agent its Percentage of the payment then due from the
Borrower, in the same manner as provided with respect to Loans made by such Lender, and the
Administrative Agent shall promptly pay to such Issuing Bank the amounts so received by it from the
Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower
pursuant to this paragraph, the Administrative Agent shall distribute such payment to such 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 the Issuing Bank as their interests may appear. Any payment
made by a Lender pursuant to this paragraph to reimburse such Issuing Bank for any LC Disbursement
(other than the funding of Base Rate Loans as contemplated above) shall not constitute a Loan and
shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.



     (f) Obligations Absolute. The Borrower’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 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 the
Issuing Bank under a Letter of Credit against presentation of a draft or other document that does



22









 




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 Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the
Issuing Bank, nor 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 Bank;
provided that the foregoing shall not be construed to excuse the Issuing Bank from
liability to the Borrower to the extent of any direct damages (as opposed to consequential damages,
claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable
law) suffered by the Borrower that are caused by the 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
willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent
jurisdiction), the 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, the 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. The applicable Issuing Bank shall, promptly following
its receipt thereof, examine all documents purporting to represent a demand for payment under a
Letter of Credit. Such Issuing Bank shall promptly notify the Administrative Agent and the
Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the 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 Borrower of its obligation to reimburse the
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 Borrower 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 from and including the date such LC
Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement,
at the rate per annum then applicable to Base Rate Loans; provided that, if the Borrower
fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section,
then Section 3.2.2 shall apply. Interest accrued pursuant to this paragraph shall be for
the account of the 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.



23









 





     (i) Replacement of the Issuing Bank. Any Issuing Bank may be replaced at any time by
written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the
successor Issuing Bank. 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 Borrower shall
pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section
3.3.3. From and after the effective date of any such replacement, (i) the successor Issuing
Bank shall have all the rights and obligations of such 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 the Obligations have become immediately due and
payable pursuant to Article VIII, on the Business Day that the Borrower receives notice
from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been
accelerated, Lenders with LC Exposure representing greater than 50% of the total LC Exposure)
demanding the deposit of cash collateral pursuant to this paragraph, the Borrower 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 Obligations having become immediately due and payable
as a result of an Event of Default with respect to the Borrower described in Section 8.1.9.
Such deposit shall be held by the Administrative Agent as collateral for the payment and
performance of the obligations of the Borrower 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 Borrower’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 the Issuing Banks for LC Disbursements for which they have not
been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the
reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of
the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing
greater than 50% of the total LC Exposure), be applied to satisfy other obligations of the Borrower
under this Agreement.



ARTICLE III

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES




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



24









 





     (a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in
part, of the outstanding principal amount of any Loans; provided, however, that (i)
any such prepayment shall be applied to the Lenders among Loans having the same Type and, if
applicable, having the same Interest Period; (ii) all such voluntary prepayments shall require at
least three Business Days’ prior written notice to the Administrative Agent; and (iii) except in
the case of a prepayment pursuant to Section 2.9(c), all such voluntary partial prepayments
shall be in an minimum amount of $5,000,000 and an integral multiple of $1,000,000;



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



     (c) at any time when the aggregate amount of the Revolving Credit Exposures of all Lenders
exceeds the Commitment Amount then in effect, shall (i) first, immediately prepay
outstanding Loans in an amount equal to such excess and (ii) second, if after giving effect
to the prepayment required in clause (i) above, the aggregate amount of the Revolving
Credit Exposures of all Lenders still exceeds the Commitment Amount then in effect, immediately
cash collateralize such Revolving Credit Exposure in conformity with Section 2.11(j) in an
amount equal to such remaining excess.


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




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



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



     SECTION 3.2.2 Post-Maturity Rates. After the date any principal amount of any Loan is
due and payable (whether on the Maturity Date, upon acceleration or otherwise), or after any other
monetary Obligation, including, without limitation, the payment of interest, fees or any other
amounts under this Agreement or the other Loan Documents) of the Borrower shall have become due and
payable, the Borrower shall pay, but only to the extent permitted by law, interest (after as well
as before judgment) on such amounts at a rate per annum equal to the Base Rate plus the Default
Margin; provided, however, notwithstanding the foregoing, that interest for a
Eurodollar Loan shall accrue for the then effective Interest Period at a rate per annum equal to
the Eurodollar Rate currently applicable to such Eurodollar Loan plus the Default Margin.



25









 





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



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



     SECTION 3.3.1 Facility Fee. The Borrower agrees to pay to the Administrative Agent
for the account of each Lender a facility fee in an amount equal to the product of the Applicable
Facility Fee Rate times such Lender’s Commitment. Accrued facility fees shall be payable in
arrears on each Quarterly Payment Date thereafter and on the Maturity Date.



     SECTION 3.3.2 Fees. The Borrower agrees to pay to the Administrative Agent for its
own account and for the account of each Lender and Arranger, respectively, all fees due pursuant to
(i) that certain fee letter, dated October 1, 2005, between the Borrower, the Administrative Agent
and J.P. Morgan Securities Inc., as amended from time to time (the “Fee Letter”),
including, without limitation, any upfront fees.



     SECTION 3.3.3 Letter of Credit Fees. The Borrower agrees to pay (i) to the
Administrative Agent for the account of each Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the same Applicable Margin used to
determine the interest rate applicable to Eurodollar Loans on the average daily amount of such
Lender’s LC Exposure (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 on
which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC
Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of .125% per
annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) applicable to such Issuing Bank 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 third (3) Business
Day following such last day, commencing on the first such date to occur after the Effective Date;
provided that all such fees shall be payable on the date on which the Commitments terminate
and any such fees accruing after the date on which the Commitments terminate shall be payable on
demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable
within ten (10) days after demand. All participation fees and fronting fees shall be computed on
the basis of a



26









 




year of 360 days and shall be payable for the actual number of days elapsed (including the
first day but excluding the last day).




     SECTION 3.4 Payment Office. The Borrower shall make all payments to the
Administrative Agent at the Payment Office.



ARTICLE IV

CERTAIN EURODOLLAR AND OTHER PROVISIONS




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



     SECTION 4.2 Deposits Unavailable or Eurodollar Interest Rate Unascertainable. If the
Administrative Agent shall have determined that, by reason of circumstances affecting the
Administrative Agent’s relevant market, adequate means do not exist for ascertaining the interest
rate applicable hereunder to Eurodollar Borrowings, then, upon notice from the Administrative Agent
to the Borrower and the Lenders, the obligations of all Lenders under Section 2.5.2 and
Section 2.6 to make or continue any Borrowings as, or to convert any Borrowings into,
Eurodollar Borrowings shall forthwith be suspended until the Administrative Agent shall notify the
Borrower and the Lenders that the circumstances causing such suspension no longer exist.



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



27









 




payable by the Borrower directly to such Lender or Issuing Bank within fifteen days of its
receipt of such notice, and such notice shall be rebuttable presumptive evidence of the amount
payable by the Borrower.




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



     SECTION 4.5 Increased Capital Costs. If any change in, or the introduction, adoption,
effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive,
guideline, decision or request (whether or not having the force of law) of any court, central bank,
regulator or other governmental authority affects or would affect the amount of capital required or
expected to be maintained by any Lender or any Issuing Bank or any Person controlling such party,
and such Lender or Issuing Bank determines (in its sole discretion) that the rate of return on its
or such controlling Person’s capital as a consequence of its Commitments or the Borrowings made by
such Lender or Issuing Bank is reduced to a level below that which such Lender or Issuing Bank or
such controlling Person could have achieved but for the occurrence of any such circumstance, then,
in any such case upon notice from time to time by such Lender or Issuing Bank to the Borrower, the
Borrower shall pay directly to such Lender or Issuing Bank, within fifteen days, additional amounts
sufficient to compensate such Lender or Issuing Bank or such controlling Person for such reduction
in rate of return; provided, however, that such Lender or Issuing Bank shall
designate a different Domestic or Eurodollar Office if such designation will avoid the need for, or
reduce the amount of, such compensation and will not, in the sole discretion of such Lender or
Issuing Bank, be otherwise disadvantageous to such Lender or Issuing Bank. A statement of such
Lender or Issuing Bank as to any such additional amount or amounts (including calculations thereof
in reasonable detail) shall be rebuttable presumptive evidence of the amount payable by the
Borrower. In determining such amount, such Lender or Issuing Bank may use any reasonable method of
averaging and attribution that it (in its sole discretion) shall deem applicable.



     SECTION 4.6 Taxes. All payments by the Borrower of principal of, and interest on, the
Borrowings and all other amounts payable hereunder shall be made free and clear of and without
deduction for any present or future income, excise, stamp or franchise taxes and other



28









 




taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any
taxing authority, but excluding franchise taxes and taxes imposed on or measured by any Lender’s
net income or receipts (such non-excluded items being called “Taxes”). In the event that
any withholding or deduction from any payment to be made by the Borrower hereunder is required in
respect of any Taxes pursuant to any applicable law, rule or regulation, then the Borrower will,
within fifteen days (a) pay directly to the relevant authority the full amount required to be so
withheld or deducted; (b) promptly forward to the Administrative Agent an official receipt or other
documentation satisfactory to the Administrative Agent evidencing such payment to such authority;
and (c) pay to the Administrative Agent for the account of each applicable Lender or Issuing Bank
such additional amount or amounts as is necessary to ensure that the net amount actually received
by each Lender and Issuing Bank will equal the full amount such Lender or Issuing Bank would have
received had no such withholding or deduction been required.




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



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



     Each Lender that is organized under the laws of a jurisdiction other than the United States
shall, prior to the due date of any payments of the Loans under this Agreement, execute and deliver
to the Borrower and the Administrative Agent, on or about the first scheduled Payment Date in each
Fiscal Year, one or more (as the Borrower or the Administrative Agent may reasonably request)
United States Internal Revenue Service Form W-8 BEN or Form W-8 ECI or such other forms or
documents (or successor forms or documents), appropriately completed, as may be applicable to
establish the extent, if any, to which a payment to such Lender is exempt from withholding or
deduction of Taxes, and shall (but only so long as such Lender remains lawfully able to do so)
deliver to the Borrower and the Administrative Agent additional copies of such forms on or before
the date that such forms expire or become obsolete or after the occurrence of an event requiring a
change in the most recent form so delivered by it and such amendments thereto as may be reasonably
requested by the Borrower or the Administrative



29









 




Agent, in each case certifying that such Lender is entitled to benefits under an income tax
treaty to which the United States is a party which reduces the rate of withholding tax on payments
of interest or fees or certifying that the income receivable pursuant to this Agreement is
effectively connected with the conduct of a trade or business in the United States. If the form
provided by a Lender at the time such Lender first becomes a party to this Agreement indicates a
United States withholding tax rate in excess of zero, withholding tax at such rate shall be
considered excluded from the definition of “Taxes”. For any period with respect to which a Lender
has failed to provide the Borrower and the Administrative Agent with the forms required pursuant to
this paragraph, if any (other than if such failure is due to a change in treaty, law or regulation
occurring subsequent to the date on which a form originally was required to be provided), such
Lender shall not be entitled to indemnification under this Section with respect to Taxes imposed by
the United States which Taxes would not have been imposed but for such failure to provide such
form; provided, however, that should a Lender, which is otherwise exempt from or subject to a
reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form
required hereunder, the Borrower shall take such steps as the Lender shall reasonably request to
assist the Lender to recover such Taxes.




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



     SECTION 4.7 Special Fees in Respect of Reserve Requirements. With respect to
Eurodollar Borrowings, the Borrower agrees to pay to each Lender on appropriate Payment Dates, as
additional interest, such amounts as will compensate such Lender for any cost to such Lender, from
time to time, of any reserve, special deposit, special assessment or similar capital requirements
against assets of, deposits with or for the account of, or credit extended by, such Lender which
are imposed on, or deemed applicable by, such Lender, from time to time, under or pursuant to (i)
any Law, treaty, regulation or directive now or hereafter in effect (including, without limitation,
Regulation D of the Board of Governors of the Federal Reserve System but excluding any reserve
requirement included in the definition of Eurodollar Rate in Section 1.1), (ii) any
interpretation or application thereof by any governmental authority, agency or instrumentality
charged with the administration thereof or by any court, central bank or other fiscal, monetary or
other authority having jurisdiction over the Eurodollar Borrowings or the office of such Lender
where its Eurodollar Borrowings are lodged, or (iii) any requirement imposed or requested by any
court, governmental authority, agency or instrumentality or central bank, fiscal, monetary or other
authority, whether or not having the force of law. A written notice as to the amount of any such
cost or any change therein (including calculations, in reasonable detail, showing how such Lender
computed such cost or change) shall be promptly



30









 




furnished by such Lender to the Borrower and shall be rebuttable presumptive evidence of such
cost or change. The Borrower will not be responsible for paying any amounts pursuant to this
Section accruing prior to 180 days prior to the receipt by the Borrower of the written notice
referred to in the preceding sentence. Within fifteen (15) days after such certificate is
furnished to the Borrower, the Borrower will pay directly to such Lender such additional amount or
amounts as will compensate such Lender for such cost or change.




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



     SECTION 4.9 Sharing of Payments. If any Lender shall obtain any payment or other
recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any
Loan (other than pursuant to the terms of Sections 2.10(b), 4.1, 4.3,
4.4, 4.5 and 10.4) or participation in LC Disbursements in excess of its
pro rata share of payments then or therewith obtained by all Lenders, such Lender
shall purchase from the other Lenders such participations in Loans made by them as shall be
necessary to cause such purchasing Lender to share the excess payment or other recovery ratably
with each of them; provided, however, that if all or any portion of the excess
payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall
be rescinded and each Lender which has sold a participation to the purchasing Lender shall repay to
the purchasing Lender the purchase price to the ratable extent of such recovery together with an
amount equal to such selling Lender’s ratable share (according to the proportion of (a) the amount
of such selling Lender’s required repayment to the purchasing Lender to (b) the total
amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by
the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any
Lender so purchasing a participation from another Lender pursuant to this Section may, to the
fullest extent permitted by law, exercise all its rights of payment with respect to such
participation as fully as if such Lender were the direct creditor of the Borrower in the amount of
such participation. If under any applicable bankruptcy, insolvency or other similar law, any
Lender receives a secured claim in lieu of a set off to which this Section applies, such Lender
shall, to the extent practicable, exercise its rights in respect of such secured claim in a



31









 




manner consistent with the rights of the Lenders entitled under this Section to share in the
benefits of any recovery on such secured claim.




     SECTION 4.10 Replacement of Lender on Account of Increased Costs, Eurodollar Lending
Unlawful, Reserve Requirements, Taxes, Certain Dissents, etc. If any Lender shall claim the
inability to make or maintain Eurodollar Borrowings pursuant to Section 4.1 above, if any
Lender is owed increased costs under Section 4.3 or Section 4.5 above, if any
payment to any Lender by the Borrower is subject to any withholding tax pursuant to Section
4.6 above, if any Lender is owed any cost or expense pursuant to Section 4.7 above, if
any Lender fails to agree to extend the Maturity Date pursuant to Section 2.10 if the
requisite Lenders have agreed to do so, if any Lender has failed to fund any portion of any Loan or
LC Disbursement required to be funded by it within one Business Day after the date required to be
funded by it or if, in connection with any proposed amendment, modification, waiver or consent with
respect to the interest or fees charged under the Agreement requiring consent of each Lender, the
consent of the Required Lenders shall have been obtained, but the consent of one or more of the
other Lenders whose consent is required shall not have been obtained, the Borrower shall have the
right, if no Event of Default or Default then exists, to replace such Lender with another bank or
financial institution provided that (i) if it is not a Lender or an Affiliate thereof, such
bank or financial institution shall be reasonably acceptable to the Administrative Agent and the
Issuing Banks and (ii) such bank or financial institution shall unconditionally purchase, in
accordance with Section 10.10 hereof, all of such Lender’s rights and obligations under
this Agreement and the other Loan Documents and the appropriate pro rata share of such Lender’s
Loans, LC Exposure and Commitments, without recourse or expense to, or warranty by, such Lender
being replaced for a purchase price equal to the aggregate outstanding principal amount of the
Loans payable to such Lender, plus any accrued but unpaid interest on such Loans, plus
accrued but unpaid fees in respect of such Lender’s Borrowings and such Lender’s Commitment
hereunder to the date of such purchase on a date therein specified. The Borrower shall be
obligated to pay, simultaneously with such purchase and sale, the increased costs, amounts,
expenses and taxes under Sections 4.1, 4.2, 4.3, 4.5, 4.6,
and 4.7 above, any amounts payable under Section 4.4 and all other costs, fees and
expenses payable to such Lender hereunder and under the Loan Documents, to the date of such
purchase as well as all other Obligations due and payable to or for the benefit of such Lender;
provided, that if such bank or financial institution fails to purchase such rights and
obligations, the Borrower shall continue to be obligated to pay the increased costs, amounts,
expenses and taxes under Sections 4.3, 4.5, 4.6, and 4.7 above to
such Lender.



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



32









 




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




ARTICLE V

CONDITIONS




     SECTION 5.1 Effective Date. This Agreement and the obligations of the Lenders to fund
the initial Borrowing and of any Issuing Bank to issue Letters of Credit hereunder shall become
effective on the date on which each of the conditions precedent set forth in this Section
5.1 are satisfied or waived in writing by the Administrative Agent (with the consent of
Required Lenders).



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



33









 




this Agreement) that such party has signed a counterpart of this Agreement and each required
Loan Document.




     SECTION 5.1.2 Resolutions, etc. The Administrative Agent shall have received from the
Borrower a certificate, dated the Effective Date, of its Secretary or Assistant Secretary as to (a)
resolutions of its Board of Directors then in full force and effect authorizing the execution,
delivery and performance of this Agreement and each other Loan Document to be executed by it; and
(b) the incumbency and signatures of its Authorized Officers, upon which certificate each Lender
may conclusively rely until it shall have received a further certificate of the Secretary of the
Borrower canceling or amending such prior certificate.



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



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



     SECTION 5.1.5 Fee Letters, Closing Fees, Expenses, etc. The Administrative Agent
shall have received the Fee Letters duly executed by the Borrower. The Administrative Agent shall
also have received for its own account, or for the account of the Arrangers and each Lender, as the
case may be, all fees, costs and expenses due and payable pursuant to Sections 3.3 and
10.3, if then invoiced.



     SECTION 5.1.6 Material Adverse Change; No Default. There shall have been no material
adverse change in the consolidated business, condition (financial or otherwise), operations,
performance or properties of any of the Borrower and its consolidated Subsidiaries taken as a whole
since September 30, 2005, except as disclosed in Item 5.1.6 (“Material Adverse
Change”) of the Disclosure Schedule. As of the Effective Date, no Default or Event of Default
shall have then occurred and be continuing.



     SECTION 5.1.7 Existing Credit Facilities. The Administrative Agent shall have
received satisfactory proof of the Borrower’s termination of the Existing 2005 Credit Facility, the
Existing 2004 Credit Facility and the Existing 2001 Credit Facility and any obligations of the
Borrower or the lenders thereunder in connection therewith on the Effective Date.



     SECTION 5.1.8 Other Documents. Such other documents as the Administrative Agent may
have reasonably requested.



     SECTION 5.2 All Borrowings. The obligation of each Lender to fund any Borrowing
(including the initial Borrowing) and of any Issuing Bank to issue, amend, renew or extend any



34









 




Letters of Credit hereunder (including any initial Letter of Credit) shall be subject to the
satisfaction of each of the conditions precedent set forth in this Section.




     SECTION 5.2.1 Compliance with Warranties, No Default, etc. Both before and after
giving effect to any Borrowing, the following statements shall be true and correct (a) the
representations and warranties set forth in Article VI shall be true and correct with the
same effect as if then made (unless stated to relate solely to an earlier date, in which case such
representations and warranties shall be true and correct as of such earlier date); and (b) no
Default or Event of Default shall have then occurred and be continuing.



     SECTION 5.2.2 Borrowing Request. Each Borrowing and each issuance, amendment, renewal
or extension of a Letter of Credit shall constitute a representation and warranty by the Borrower
that on the date of such Borrowing (both immediately before and after giving effect to such
Borrowing and the application of the proceeds thereof) the statements made in Section 5.2.1
are true and correct.



ARTICLE VI

REPRESENTATIONS AND WARRANTIES




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



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



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



     SECTION 6.3 Government Approval, Regulation, etc. No authorization or approval or
other action by, and no notice to or filing with, any governmental authority or regulatory body or
other Person is required for the due execution, delivery or performance by the Borrower of



35









 




this Agreement or any other Loan Document to which it is a party, or for the Borrower’s
participation in any transaction contemplated herein, except as have been obtained and remain in
full force and effect. Neither the Borrower nor any of its Subsidiaries is an “investment company”
within the meaning of the Investment Company Act of 1940, as amended, or a “holding company”, or a
“subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a
“subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding
Company Act of 1935, as amended.




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



     SECTION 6.5 Financial Information. The balance sheets of the Borrower and each of its
consolidated Subsidiaries as at September 30, 2005 and the related statements of earnings and cash
flow, copies of which have been furnished to the Administrative Agent and each Lender, have been
prepared in accordance with GAAP consistently applied, and present fairly the consolidated
financial condition of the corporations covered thereby as at the dates thereof and the results of
their operations for the periods then ended except as disclosed in Item 6.5 (“Financial
Information”) of the Disclosure Schedule.



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



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



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



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



36









 




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




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



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



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



     SECTION 6.13 Accuracy of Information. No certificate, statement or other information
delivered herewith or hereto by or on behalf of the Borrower in writing to the Administrative Agent
or any Lender in connection with the negotiation of this Agreement or in connection with any
transaction contemplated hereby contains any untrue statement of a fact or omits to state any fact
known to the Borrower or its Subsidiaries necessary to make the statements contained herein or
therein not misleading as of the date made or deemed made, except to the extent that any untrue
statement or omission could not reasonably be expected to have a Material Adverse Effect;
provided that, with respect to projected information, the Borrower only represents that
such information was prepared in good faith based upon assumptions believed to be reasonable at the
time.



     SECTION 6.14 Use of Proceeds. The proceeds of each Borrowing shall be used for the
general corporate purposes of the Borrower and its Subsidiaries.



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ARTICLE VII

COVENANTS




     SECTION 7.1 Affirmative Covenants. The Borrower agrees with the Administrative Agent
and each Lender that, until all Commitments have terminated and all Obligations have been paid and
performed in full and all Letters of Credit shall have expired or terminated and all LC
Disbursements shall have been reimbursed, the Borrower will perform the obligations set forth in
this Section 7.1.



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



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



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



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



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



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



38









 




of the type described in Section 6.7 which would have or reasonably be expected to
have a Material Adverse Effect, notice thereof and copies of all documentation relating thereto
requested by the Administrative Agent or any Lender;




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



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



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


To the extent any documents which are required to be delivered pursuant to Section 7.1.1
are included in materials otherwise filed with the SEC, such documents may be delivered
electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which
the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the
Internet at the following website address: www.nobleenergyinc.com; or (ii) on which such documents
are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each
Lender and the Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall
deliver paper copies of such documents to the Administrative Agent or any Lender that requests the
Borrower to deliver such paper copies until a written request to cease delivering paper copies is
given by the Administrative Agent or such Lender and (ii) the Borrower shall notify (which may be
by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and
the Administrative Agent shall give prompt notice to the Lenders of the receipt by the
Administrative Agent of such notice. Notwithstanding anything contained herein, in every instance
the Borrower shall be required to provide paper copies of the compliance certificates required by
Section 7.1.1 to the Administrative Agent. Except for such compliance certificates, the
Administrative Agent shall have no obligation to request the delivery or to maintain copies of the
documents referred to above, and in any event shall have no responsibility to monitor compliance by
the Borrower with any such request for delivery, and each Lender shall be solely responsible for
requesting delivery to it or maintaining its copies of such documents.




     SECTION 7.1.2 Compliance with Laws, etc. The Borrower will, and will cause each of
its Subsidiaries to, comply with all Laws, such compliance to include, without limitation: (a) the
maintenance and preservation of its corporate existence and qualification as a foreign corporation,
(b) the payment, before the same become delinquent, of all taxes, assessments and



39









 




governmental charges imposed upon it or upon its property except to the extent being
diligently contested in good faith by appropriate proceedings and for which adequate reserves in
accordance with GAAP shall have been set aside on its books and (c) all Environmental Laws; except;
in each case, where the failure to so comply would not have or would not reasonably be expected to
have a Material Adverse Effect.




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



     SECTION 7.1.4 Insurance. The Borrower will, and will cause each of its Restricted
Subsidiaries to, maintain or cause to be maintained with responsible insurance companies insurance
with respect to its properties and business against such casualties and contingencies and of such
types and in such amounts as is customary in the case of similar businesses in similar locations.



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



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



     SECTION 7.1.7 Subsidiaries; Unrestricted Subsidiaries. The Borrower shall:



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



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




40










 






corporation will be treated as a corporate entity separate and distinct from the Borrower and
the Restricted Subsidiaries;




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



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



     SECTION 7.1.8 Designation and Conversion of Restricted and Unrestricted Subsidiaries.



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



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



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



     SECTION 7.2 Negative Covenants. The Borrower agrees with the Administrative Agent and
each Lender that, until all Commitments have terminated and all Obligations have been paid and
performed in full and all Letters of Credit shall have expired or terminated and all LC
Disbursements shall have been reimbursed, the Borrower will perform the obligations set forth in
this Section 7.2.



     SECTION 7.2.1 Business Activities. The Borrower will not, and will not permit any of
its Restricted Subsidiaries to, engage in any business activity if, as a result thereof, the



41









 




Borrower and its Restricted Subsidiaries taken as a whole would no longer be principally
engaged in the business of oil, gas and energy exploration, development, production, processing and
marketing and such activities as may be incidental or related thereto.




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



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



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



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



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



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



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



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



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



42









 





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



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



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



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



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



     (n) additional Liens upon assets of the Borrower and its Restricted Subsidiaries created after
the date hereof, provided that (i) the aggregate Indebtedness secured thereby and incurred
on or after the date hereof shall not exceed ten percent (10%) of Stockholders’ Equity in the
aggregate at any one time outstanding and (ii) that such Liens do not encumber or attach to any
equity interest in a Restricted Subsidiary.



     SECTION 7.2.3 Financial Covenants. The Borrower will not:



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



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



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



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     SECTION 7.2.5 Indebtedness. The Borrower will not permit any of its Restricted
Subsidiaries to contract, create, incur or assume any Indebtedness, except:




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




     (ii) Indebtedness of a Restricted Subsidiary which exists prior to the time of the
acquisition of such Subsidiary by the Borrower or any Restricted Subsidiary (including
Indebtedness at the time of the acquisition of the capital stock or assets of such Person or
a merger with or consolidation with such Person by the Borrower or a Restricted Subsidiary)
and any extensions, renewals or replacements of such Indebtedness, provided that the
aggregate principal amount of such Indebtedness and any extensions, renewals or replacements
thereof shall not exceed the principal amount of such Indebtedness at the time such Person
becomes a Subsidiary; and




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



     SECTION 7.2.6 Consolidation, Merger, etc. The Borrower will not liquidate or
dissolve, nor consolidate with, or merge into or with, any other Person except (a) any Restricted
Subsidiary and (b) so long as no Event of Default has occurred and is continuing or would occur
after giving effect thereto, any other Person, in either case so long as the Borrower is the
surviving entity.



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



ARTICLE VIII



EVENTS OF DEFAULT




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



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     SECTION 8.1.1 Non-Payment of Obligations. The Borrower shall default in the payment
or prepayment when due of any principal of any Loan or any reimbursement obligation in respect of
any LC Disbursement, or the Borrower shall default (and such default shall continue unremedied for
a period of five days) in the payment when due of any interest on any Loan, of any fee hereunder or
of any other Obligation.



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



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



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



     SECTION 8.1.5 Default on Other Indebtedness. A default shall occur in the payment
when due (subject to any applicable grace period), whether by acceleration or otherwise, of any
Indebtedness (other than Indebtedness described in Section 8.1.1) of the Borrower or any of
its Restricted Subsidiaries, or of any reimbursed obligation in respect of letters of credit for
which the Borrower or any of its Restricted Subsidiaries is an account party, in any case having a
principal amount, individually or in the aggregate, in excess of $75,000,000, or a default shall
occur in the performance or observance of any obligation or condition with respect to such
Indebtedness or reimbursement obligation if the effect of such default is to accelerate the
maturity of any such Indebtedness or reimbursement obligation or such default shall continue
unremedied for any applicable period of time sufficient to permit the holder or holders of such
Indebtedness or reimbursement obligation, or any trustee or agent for such holders, to cause such
Indebtedness to become due and payable prior to its expressed maturity.



     SECTION 8.1.6 Judgments. Any judgment or order for the payment of money in excess of
$75,000,000 shall be rendered against the Borrower or any of its Restricted Subsidiaries if such
excess is not fully covered by valid and collectible insurance in respect thereof, the payment of
which is not being disputed or contested by the insurer or the insurers, and either (i) proper or
valid enforcement or levying proceedings shall have been commenced by any creditor upon such
judgment or order or (ii) such judgment or order shall continue unsatisfied and unstayed for a
period of thirty (30) consecutive days.



     SECTION 8.1.7 Pension Plans. Any of the following events shall occur with respect to
any Pension Plan (a) the institution of any steps by the Borrower, any member of its



45









 




Controlled Group or any other Person to terminate a Pension Plan if, as a result of such
termination, the Borrower or any such member could be required to make a contribution to such
Pension Plan in excess of $75,000,000; or (b) a contribution failure occurs with respect to any
Pension Plan sufficient to give rise to a Lien under section 302(f) of ERISA to the extent such
action could reasonably be expected to have a Material Adverse Effect.




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



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



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



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



46









 




further notice, demand or presentment, as the case may be, and/or the Commitments shall
terminate.




ARTICLE IX



THE AGENTS




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



     SECTION 9.2 Funding Reliance, etc. Unless the Administrative Agent shall have been
notified by telephone, confirmed in writing, by any Lender by 5:00 p.m., Central time, on



47









 




the day prior to a Borrowing (except with respect to a Borrowing comprised of Base Rate Loans,
in which case notice shall be given no later than 12:00 noon, Central time, on the date of the
proposed Borrowing) that such Lender will not make available the amount which would constitute its
Percentage of such Borrowing on the date specified therefor, the Administrative Agent may assume
that such Lender has made such amount available to the Administrative Agent and, in reliance upon
such assumption, make available to the Borrower a corresponding amount. If and to the extent that
such Lender shall not have made such amount available to the Administrative Agent, such Lender and
the Borrower severally agree to repay the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date the Administrative
Agent made such amount available to the Borrower to the date such amount is repaid to the
Administrative Agent, at the Federal Funds Rate.




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



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



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     SECTION 9.5 Loans by the Agents. Each of the Agents shall have the same rights and
powers with respect to the Loans made by it or any of its Affiliates and may exercise the same as
if it were not a Agent. Each of the Agents and its Affiliates may accept deposits from, lend money
to, and generally engage in any kind of business with the Borrower or any Subsidiary or Affiliate
of the Borrower as if it were not a Agent hereunder.



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



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



ARTICLE X



MISCELLANEOUS PROVISIONS




     SECTION 10.1 Waivers, Amendments, etc. The provisions of this Agreement and of each
other Loan Document may from time to time be amended, modified or waived, if such amendment,
modification or waiver is in writing and consented to by the Borrower and the Required Lenders;
provided, however, that no such amendment, modification or waiver which would: (a)
modify any requirement hereunder that any particular action be taken by all the Lenders or by the
Required Lenders shall be effective unless consented to by each Lender; (b) modify the first
sentence of Section 4.8, Section 4.9 or this Section 10.1, change the
definition of “Required Lenders”, reduce any fees described in Article III or,
except in the manner set forth in Section 2.10, extend the Maturity Date, shall be made
without the consent of each Lender; (c) except in the manner set forth in Section 2.10,
extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of
principal of or interest on any Loan or LC Disbursement (or reduce the principal amount of or rate
of interest on any Loan or LC Disbursement) shall be made without the consent of the Lender which
made such Loan or is otherwise affected thereby; or (d) affect adversely the interests, rights or
obligations of any Agent as an Agent shall be made without the consent of such Agent;
provided, further, that no such amendment, modification or waiver which would
either increase any Commitment, the Commitment Amount or the Percentage of any Lender, or modify
the rights, duties or obligations of any Agent or Issuing Bank, shall be effective without the
consent of such Lender, such Agent



49









 




or such Issuing Bank, as applicable. No failure or delay on the part of the Administrative
Agent, any Lender or any Issuing Bank in exercising any power or right under this Agreement or any
other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power or right preclude any other or further exercise thereof or the exercise of any other
power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice
or demand in similar or other circumstances. No waiver or approval by the Administrative Agent,
any Lender or any Issuing Bank under this Agreement or any other Loan Document shall, except as may
be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No
waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter
to be granted hereunder.




     SECTION 10.2 Notices.



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



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

	 	 	 	Attention:
	 	Gerald Stevenson
	 

	 	 	 	Telephone No.:
	 	(281) 872-3107
	 

	 	 	 	Facsimile No.:
	 	(281) 872-3121
	 
	 	 	 	 	 	 
	 	 	(ii)	 	if to the Administrative Agent, to:
	 
	 	 	 	 	 	 
	 	 	 	 	JPMorgan Chase Bank, N.A.
	 	 	 	 	Agency Services
	 	 	 	 	1111 Fannin Street, 10th Floor
	 	 	 	 	Houston, Texas 77002
	 

	 	 	 	Attention:
	 	Rose Salvacion
	 

	 	 	 	Telephone No.:
	 	(713) 750-2501
	 

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

	 	 	 	Attention:
	 	Peter Licalzi
	 

	 	 	 	Telephone No.:
	 	713-216-8869
	 

	 	 	 	Facsimile No.:
	 	713-216-4117
	 
	 	 	 	 	 	 
	 	 	 	 	And in connection with business-related matters, with a copy to:






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	 	 	 	 	JPMorgan Chase Bank, N.A.
	 	 	 	 	Global Oil & Gas Group
	 	 	 	 	600 Travis, 20th Floor
	 	 	 	 	Houston, Texas 77002
	 

	 	 	 	Attention:
	 	Robert C. Mertensotto
	 

	 	 	 	Telephone No.:
	 	713-216-4147
	 

	 	 	 	Facsimile No.:
	 	713-216-8870







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



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



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



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



51









 




stamp or other taxes which may be payable in connection with the execution or delivery of this
Agreement, the Borrowings hereunder, or of any other instruments or documents provided for herein
or delivered or to be delivered hereunder or in connection herewith.




     SECTION 10.4 Indemnification. In consideration of the execution and delivery of this
Agreement by each Lender and Issuing Bank and the extension of the Commitments, the Borrower hereby
indemnifies, exonerates and holds each Agent, the Arranger, each Issuing Bank and each Lender and
each of their respective officers, directors, employees and agents (collectively, the
“Indemnified Parties”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNIFIED
PARTIES, free and harmless from and against any and all actions, causes of action, suits, losses,
costs, liabilities and damages, and expenses incurred in connection therewith (irrespective of
whether any such Indemnified Party is a party to the action for which indemnification hereunder is
sought), whether brought by a third party or by the Borrower and regardless of whether any
Indemnified Party is a party thereto, including reasonable attorneys’ fees and disbursements
(collectively, the “Indemnified Liabilities”), incurred by the Indemnified Parties or any
of them as a result of, or arising out of, or relating to any transaction financed or to be
financed in whole or in part, directly or indirectly, with the proceeds of any Loan or Letter of
Credit; the entering into and performance of this Agreement and any other Loan Document by any of
the Indemnified Parties; 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), any investigation, litigation or proceeding related to any acquisition or
proposed acquisition by the Borrower or any of its Restricted Subsidiaries of all or any portion of
the stock or assets of any Person, whether or not such Agent, the Arranger, such Issuing Bank or
such Lender is party thereto; any investigation, litigation or proceeding related to any
environmental cleanup, audit, compliance or other matter relating to the protection of the
environment or the Release by the Borrower or any of its Restricted Subsidiaries of any Hazardous
Material; or the presence on or under, or the escape, seepage, leakage, spillage, discharge,
emission, discharging or releases from, any real property owned or operated by the Borrower or any
Subsidiary thereof of any Hazardous Material (including any losses, liabilities, damages, injuries,
costs, expenses or claims asserted or arising under any Environmental Law), regardless of whether
caused by, or within the control of, the Borrower or such Subsidiary; provided that such
indemnity shall not, as to any Indemnified Party, be available to the extent that such losses,
claims, damages, liabilities or related expenses (x) are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or
willful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower or
any Subsidiary against an Indemnified Party for breach in bad faith of such Indemnified Party’s
obligations hereunder or under any other Loan Document, if the Borrower or such Subsidiary has
obtained a final and nonappealable judgment in its favor on such claim as determined by a court of
competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable
for any reason, the Borrower hereby agrees to make the maximum contribution to the payment and
satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.



     SECTION 10.5 Survival. The obligations of the Borrower under Sections 4.3,
4.4, 4.5, 4.6, 10.3 and 10.4, and the obligations of the
Lenders under Section 9.1, shall in each case



52









 




survive any termination of this Agreement, the payment in full of all Obligations and the
termination of all Commitments.




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



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



     SECTION 10.8 Governing Law; Entire Agreement. THIS AGREEMENT AND EACH OTHER LOAN
DOCUMENT SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF TEXAS, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS. This Agreement and the
other Loan Documents constitute the entire understanding among the parties hereto with respect to
the subject matter hereof and supersede any prior agreements, written or oral, with respect
thereto.



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



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



     SECTION 10.10.1 Assignments. Any Lender (a) with the written consent of the Borrower
(provided that the consent of the Borrower shall not be required if an Event of Default has
occurred and is continuing) and the Administrative Agent and each Issuing Bank (which consent of
the Borrower, if applicable, and the Administrative Agent and such Issuing Banks shall not be
unreasonably delayed or withheld), may at any time assign and delegate to one or more commercial
banks or other financial institutions, and (b) with notice to the Borrower and the Administrative
Agent, but without the consent of the Borrower, the Administrative Agent or the Issuing Banks, may
assign and delegate to any of its Affiliates or to any other Lender, Lender Affiliate or Approved
Fund (each Person described in either of the foregoing clauses as being the Person to whom such
assignment and delegation is to be made, being hereinafter referred to as an “Assignee
Lender”), all or any fraction of such Lender’s total Loans and Commitments (which assignment
and delegation shall be of a constant, and not a varying, percentage of all the assigning Lender’s
Loans and Commitments and which shall be of equal pro
rata shares of the Facility)
in a minimum aggregate amount of $5,000,000 (or in a minimum amount of $1,000,000



53









 





in the case of an assignment to an Approved Fund with respect to which such Approved Fund plus
the Lender or an Affiliate of such Lender who administers or manages such Approved Fund plus other
Approved Funds administered or managed by the such Lender or an Affiliate of such Lender will then
hold an amount of $5,000,000 or more); provided, however, that any such Assignee
Lender will comply, if applicable, with the provisions contained in the last sentence of
Section 4.6 and further, provided, however, that, the Borrower and
the Administrative Agent shall be entitled to continue to deal solely and directly with such Lender
in connection with the interests so assigned and delegated to an Assignee Lender until (i) written
notice of such assignment and delegation, together with payment instructions, addresses and related
information with respect to such Assignee Lender, shall have been given to the Borrower and the
Administrative Agent by such Lender and such Assignee Lender, (ii) such Assignee Lender shall have
executed and delivered to the Borrower and the Administrative Agent a Lender Assignment Agreement,
accepted by the Administrative Agent, (iii) such Assignee Lender shall have delivered to the
Administrative Agent an Administrative Questionnaire, and (iii) the processing fees described below
shall have been paid. For the purposes of this Section 10.10.1, the term “Approved Fund”
has the following meaning:





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



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



     SECTION 10.10.2 Participations. Any Lender may at any time sell to one or more
commercial banks or other Persons (each of such commercial banks and other Persons being herein
called a “Participant”) participating interests in any of the Loans, Commitments or other
interests of such Lender hereunder; provided, however, that (a) no participation
contemplated in this Section 10.10 shall relieve such Lender from its Commitments or its
other obligations hereunder or under any other Loan Document, (b) such Lender shall remain solely
responsible for the performance of its Commitments and such other obligations, (c) the Borrower and
the Administrative Agent shall continue to deal solely and directly with such Lender in connection



54









 




with such Lender’s rights and obligations under this Agreement and each of the other Loan
Documents, (d) no Participant, unless such Participant is an Affiliate of such Lender, or is itself
a Lender, shall be entitled to require such Lender to take or refrain from taking any action
hereunder or under any other Loan Document, except that such Lender may agree with any Participant
that such Lender will not, without such Participant’s consent, take any actions of the type
described in clause (b) or (c) of Section 10.1, and (e) the Borrower shall
not be required to pay any amount under Section 4.6 that is greater than the amount which
it would have been required to pay had no participating interest been sold. The Borrower
acknowledges and agrees that each Participant, for purposes of Sections 4.3, 4.4,
4.5, 4.6, 4.7, 4.8, 4.9 and 10.4, shall be
considered a Lender; provided that this sentence shall not obligate the Borrower to pay more under
such Sections that it would be obligated to pay had no such participation been granted.




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



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



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



55









 




confidentiality of Information as provided in this Section shall be considered to have
complied with its obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to its own
confidential information.




     SECTION 10.13 Forum Selection and Consent to Jurisdiction. ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
THE ADMINISTRATIVE AGENT, THE LENDERS OR THE BORROWER SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY
IN THE COURTS OF THE STATE OF TEXAS OR NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF TEXAS OR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED, HOWEVER,
THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE
ADMINISTRATIVE AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER
PROPERTY MAY BE FOUND. THE BORROWER, THE ADMINISTRATIVE AGENT, AND EACH LENDER HEREBY EXPRESSLY
AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS OR NEW YORK AND OF
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS OR THE SOUTHERN DISTRICT OF NEW
YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREE TO BE BOUND BY
ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. THE BORROWER, THE ADMINISTRATIVE
AGENT, AND EACH LENDER FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS BY REGISTERED MAIL,
POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF TEXAS. THE BORROWER, THE
ADMINISTRATIVE AGENT, AND EACH LENDER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF
VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY
SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS
(WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR
OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES SUCH
IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.



     SECTION 10.14 Waiver of Jury Trial. THE ADMINISTRATIVE AGENT, THE LENDERS AND THE
BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH,
THIS AGREEMENT OR ANY OTHER LOAN



56









 




DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN)
OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE LENDERS OR THE BORROWER. THE BORROWER ACKNOWLEDGES AND
AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER
PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE ADMINISTRATIVE AGENT AND THE LENDERS ENTERING INTO THIS AGREEMENT AND EACH SUCH
OTHER LOAN DOCUMENT.




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



     SECTION 10.16 Waiver of Notice. By execution of this Agreement, each Lender which is
a Lender under (i) the Existing 2005 Credit Facility, (ii) the Existing 2004 Credit Facility and/or
(iii) the Existing 2001 Credit Facility, hereby (A) consents to the waiver of the requirement under
Section 2.3 — Voluntary Reduction of Commitment Amount under each applicable credit
facility for three Business Days’ prior notice for the voluntary reduction of the “Commitment
Amount” under such credit facility and (B) agrees to permit the Borrower to provide same day notice
of a voluntary reduction of the “Commitment Amount” under each of the Existing 2005 Credit
Facility, the Existing 2004 Credit Facility and the Existing 2001 Credit Facility.



     SECTION 10.17 NO ORAL AGREEMENTS. THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.



[SIGNATURES BEGIN ON FOLLOWING PAGE]




57









 





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



	 	 	 	 	 	 	 
	 	 	NOBLE ENERGY, INC., as the Borrower
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	Name:
	 	 	 	Chris Tong
	 

	 	Title:
	 	 	 	Senior Vice President and Chief
Financial Officer






S - 1

[SIGNATURE PAGE TO DECEMBER

2005 NOBLE ENERGY, INC. CREDIT

 AGREEMENT]





 









 








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

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:






S - 2

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 AGREEMENT]






 









 









	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL

ASSOCIATION, individually as

a Lender and as a Co-Syndication Agent
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:






S - 3

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 AGREEMENT]




 









 









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

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:






S - 4

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 AGREEMENT]







 









 








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

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:






	 	 	 	 	 
	 	 	DEUTSCHE BANK AG NEW YORK BRANCH, individually as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:






S - 5

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 AGREEMENT]








 









 








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

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:






S - 6

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 AGREEMENT]






 









 








	 	 	 	 	 
	 	 	BARCLAYS BANK PLC, individually as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:






S - 7

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 AGREEMENT]






 









 








	 	 	 	 	 
	 	 	BNP PARIBAS, individually as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:






S - 8

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AGREEMENT]





 









 








	 	 	 	 	 
	 	 	MIZUHO CORPORATE BANK, LTD., individually as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:






S - 9

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AGREEMENT]








 









 








	 	 	 	 	 
	 	 	SOCIÉTÉ GÉNÉRALE, individually as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:






S - 10

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AGREEMENT]








 









 








	 	 	 	 	 
	 	 	SUMITOMO MITSUI BANKING CORPORATION, individually as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:






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 AGREEMENT]








 









 








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

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:






S - 12

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AGREEMENT]







 









 








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

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:






S - 13

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AGREEMENT]







 









 








	 	 	 	 	 
	 	 	CALYON NEW YORK BRANCH, individually as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:






S - 14

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 AGREEMENT]





 










 






	 	 	 	 	 	 	 
	 	 	DNB NOR BANK ASA, individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






S - 15

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AGREEMENT]




 









 








	 	 	 	 	 	 	 
	 	 	FORTIS CAPITAL CORP., individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 





 S - 16

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AGREEMENT]




 









 






	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NA, individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 





S - 17

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AGREEMENT]




 









 






	 	 	 	 	 	 	 
	 	 	HSBC BANK USA, NATIONAL

ASSOCIATION, individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 





 S - 18

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AGREEMENT]




 









 






	 	 	 	 	 	 	 
	 	 	SUNTRUST BANK, individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 




S - 19

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AGREEMENT]





 









 






	 	 	 	 	 	 	 
	 	 	UBS LOAN FINANCE LLC, individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 




S - 20

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AGREEMENT]





 









 






	 	 	 	 	 	 	 
	 	 	KBC BANK N.V., individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 





 S - 21

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AGREEMENT]




 









 






	 	 	 	 	 	 	 
	 	 	HARRIS NESBITT FINANCING, INC.,
individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 




S - 22

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AGREEMENT]





 









 






	 	 	 	 	 	 	 
	 	 	BAYERISCHE LANDESBANK, CAYMAN ISLANDS BRANCH,

individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 




S - 23

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AGREEMENT]





 









 






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

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 





 S - 24

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AGREEMENT]




 









 






	 	 	 	 	 	 	 
	 	 	MORGAN STANLEY BANK, individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 





 S - 25

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AGREEMENT]




 









 






	 	 	 	 	 	 	 
	 	 	COMERICA BANK, individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 





 S - 26

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AGREEMENT]




 









 






	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, individually as a Lender	 	 
	 
	 	 	 	 	 	 
	h
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 




S - 27

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AGREEMENT]





 









 






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

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 




S - 28

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AGREEMENT]





 









 






	 	 	 	 	 	 	 
	 	 	ING CAPITAL LLC, individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 




S - 29

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AGREEMENT]





 









 






	 	 	 	 	 	 	 
	 	 	COMPASS BANK, individually as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 




S - 30

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AGREEMENT]





 









 






EXHIBIT 2.5




BORROWING REQUEST




	 	 	 
	JPMorgan Chase Bank, N.A., as Administrative Agent
	Agency Services
	1111 Fannin Street, 10th Floor
	Houston, Texas 77002
	Attention:

	 	Rose Salvacion
	Telephone No.:

	 	(713) 750-2501
	Facsimile No.:

	 	(713) 427-6307
	 
	 	 
	JPMorgan Chase Bank, N.A., as Administrative Agent
	Global Oil & Gas Group
	600 Travis, 20th Floor
	Houston, Texas 77002
	Attention:

	 	Peter Licalzi
	Telephone:

	 	713-216-8869
	Facsimile:

	 	713-216-4117






NOBLE ENERGY, INC.




Gentlemen and Ladies:



     This Borrowing Request is delivered to you pursuant to Section 2.5 of the Credit
Agreement, dated as of December 9, 2005 (as may be amended, supplemented, restated or otherwise
modified from time to time, the “Credit Agreement”), among Noble Energy, Inc., a Delaware
corporation (the “Borrower”), JPMorgan Chase Bank, N.A., as administrative agent (in such
capacity, together with any successor(s) thereto in such capacity, the “Administrative
Agent”), the various other agents party thereto, and certain commercial lending institutions as
are or may become Lenders thereunder. Unless otherwise defined herein or the context otherwise
requires, terms used herein have the meanings provided in the Credit Agreement.



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



     The Borrower hereby acknowledges that, pursuant to Section 5.2.2 of the Credit
Agreement, each of the delivery of this Borrowing Request and the acceptance by the Borrower of the
proceeds of the Loans requested hereby constitute a representation and warranty by the Borrower
that, on the date of such Loans, and before and after giving effect thereto and to the application
of the proceeds therefrom, all statements set forth in Section 5.2.1 are true and correct
in all material respects.



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



	 	 	 	 	 
	 
	 	Exhibit 2.5 – Page 1
	 	 






 









 





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




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



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

	 	                    
	 	                    	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Attention:	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	$                     

	 	                    
	 	                    	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Attention:	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	
Balance of
such
proceeds

	 	The Borrower	 	                    	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Attention:	 	 
	 

	 	 	 	 	 	 	 	 





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



	 	 	 	 	 	 	 
	 	 	NOBLE ENERGY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






	 	 	 	 	 
	 
	 	Exhibit 2.5 – Page 2
	 	 






 









 






EXHIBIT 2.6




CONTINUATION/CONVERSION NOTICE




	 	 	 
	JPMorgan Chase Bank, N.A., as Administrative Agent
	Agency Services
	1111 Fannin Street, 10th Floor
	Houston, Texas 77002
	Attention:

	 	Rose Salvacion
	Telephone No.:

	 	(713) 750-2501
	Facsimile No.:

	 	(713) 427-6307
	 
	 	 
	JPMorgan Chase Bank, N.A., as Administrative Agent


	Global Oil & Gas Group
	600 Travis, 20th Floor
	Houston, Texas 77002
	Attention:

	 	Peter Licalzi
	Telephone:

	 	713-216-8869
	Facsimile:

	 	713-216-4117






NOBLE ENERGY, INC.




Gentlemen and Ladies:



     This Continuation/Conversion Notice is delivered to you pursuant to Section 2.6 of the
Credit Agreement, dated as of December 9, 2005 (as may be amended, supplemented, restated or
otherwise modified from time to time, the “Credit Agreement”), among Noble Energy, Inc., a
Delaware corporation (the “Borrower”), JPMorgan Chase Bank, N.A., as administrative agent
(in such capacity, together with any successor(s) thereto in such capacity, the “Administrative
Agent”), the other agents party thereto, and certain commercial lending institutions as are or
may become Lenders thereunder. Unless otherwise defined herein or the context otherwise requires,
terms used herein have the meanings provided in the Credit Agreement.



     The Borrower hereby requests that on                     , 200__,





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




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




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




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



The Borrower hereby:



 
	 	 	 	 	 
	 
	 	Exhibit 2.6 – Page 1
	 	 






 









 









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




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


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




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



	 	 	 	 	 	 	 
	 	 	NOBLE ENERGY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 




 
	 	 	 	 	 
	 
	 	Exhibit 2.6 – Page 2
	 	 








 









 






EXHIBIT 2.8



[FORM OF]


NOTE



			
	$                    
	 	December 9, 2005






     FOR VALUE RECEIVED, the undersigned, NOBLE ENERGY, INC., a Delaware corporation (the
“Borrower”), promises to pay to the order of ___(the
“Lender”) on the Maturity Date the principal sum of ___AND
___/100 DOLLARS ($___) or, if less, the aggregate unpaid principal amount of all
Obligations shown on the schedule attached hereto (and any continuation thereof, provided, however,
that the failure to make such notations shall not limit or otherwise affect the obligations of the
Borrower under this Note or the Credit Agreement), in either case made by the Lender pursuant to
that certain Credit Agreement, dated as of December 9, 2005 (together with all amendments and other
modifications, if any, from time to time thereafter made thereto, the “Credit Agreement”),
among Borrower, the Lenders party thereto (including the Lender), JPMorgan Chase Bank, N.A., as
administrative agent (in such capacity, together with any successor(s) thereto in such capacity,
the “Administrative Agent”), and the other agents party thereto.



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



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



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



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



	 	 	 	 	 	 	 
	 	 	NOBLE ENERGY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 





 
	 	 	 	 	 
	 
	 	Exhibit 2.8 – Page 1
	 	 







 









 






LOANS AND PRINCIPAL PAYMENTS




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




 
	 	 	 	 	 
	 
	 	Exhibit 2.8 – Page 2
	 	 







 









 






EXHIBIT 2.9




NOTICE OF COMMITMENT INCREASE




	 	 	 
	JPMorgan Chase Bank, N.A., as Administrative Agent
	Agency Services
	1111 Fannin Street, 10th Floor
	Houston, Texas 77002
	Attention:

	 	Rose Salvacion
	Telephone No.:

	 	(713) 750-2501
	Facsimile No.:

	 	(713) 427-6307
	 
	 	 
	JPMorgan Chase Bank, N.A., as Administrative Agent
	Global Oil & Gas Group
	600 Travis, 20th Floor
	Houston, Texas 77002
	Attention:

	 	Peter Licalzi
	Telephone:

	 	713-216-8869
	Facsimile:

	 	713-216-4117






NOBLE ENERGY, INC.




Gentlemen and Ladies:




     This Notice of Commitment Increase is delivered to you pursuant to Section 2.9 of the
Credit Agreement, dated as of December 9, 2005 (as may be amended, supplemented, restated or
otherwise modified from time to time, the “Credit Agreement”), among Noble Energy, Inc., a
Delaware corporation (the “Borrower”), JPMorgan Chase Bank, N.A., as administrative agent
(in such capacity, together with any successor(s) thereto in such capacity, the “Administrative
Agent”), the other agents party thereto, and certain commercial lending institutions as are or
may become Lenders thereunder. Unless otherwise defined herein or the context otherwise requires,
terms used herein have the meanings provided in the Credit Agreement.



     Please be advised that Borrower hereby requests an increase effective                     ,
20___1 in the aggregate Commitments under the Credit Agreement from $                     to
$                    .2



      [CI Lender] has agreed [Language for existing Lender] [to
increase effective                     , 20___its Commitment under the Credit Agreement from
$                     to $                     and (b) that it shall continue to be a party in all respects to
the Credit Agreement and the other Loan Documents] [Language for new Lender] [effective
                    , 20___(a) to become a Lender under the Credit Agreement with a Commitment of
$                     and





 




			
	1	 	Such date shall be no earlier than five (5)
Business Days after receipt by the Administrative Agent of such Notice of
Commitment Increase (unless an earlier date is otherwise agreed to by the
Borrower, any applicable Lender or CI Lender, and the Administrative Agent).
	 
	2	 	After giving effect to the requested
Commitment Increase, the total amount of the Commitments shall not exceed
$3,000,000,000.


 
	 	 	 	 	 
	 
	 	Exhibit 2.9 – Page 1
	 	 








 









 









(b) that it shall be deemed to be a party in all respects to the Credit Agreement and the
other Loan Documents.]




     The parties hereto have caused this Notice of Commitment Increase to be executed and
delivered, and the certification and warranties contained herein to be made, by its Authorized
Officer this ___day of                     , 200___.



	 	 	 	 	 	 	 
	 	 	NOBLE ENERGY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






	 	 	 	 	 
	ACKNOWLEDGED AND AGREED:	 	 
	 
	 	 	 	 
	[Name of CI Lender]	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	JPMORGAN CHASE BANK, N.A., as Administrative Agent
and as an Issuing Bank
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	                                        , as an Issuing Bank	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 





 
	 	 	 	 	 
	 
	 	Exhibit 2.9 – Page 2
	 	 







 









 





EXHIBIT 5.1.4


OPINION OF COUNSEL TO THE BORROWER


[see attached]



  
	 	 	 	 	 
	 
	 	Exhibit 5.1.4 – Page 1
	 	 







 









 








EXHIBIT 10.10




[Form of]




LENDER ASSIGNMENT AGREEMENT




     Reference is made to that certain Credit Agreement, dated as of December 9, 2005 (as may be
amended, supplemented, restated or otherwise modified from time to time, the “Credit
Agreement”), among Noble Energy, Inc., a Delaware corporation (the “Borrower”),
JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, together with any
successor(s) thereto in such capacity, the “Administrative Agent”), the other agents party
thereto, and certain commercial lending institutions as are or may become Lenders thereunder.
Terms defined in the Credit Agreement are used herein with the same meanings, receipt of which is
acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and made a part of this
Lender Assignment Agreement as if set forth herein in full.



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



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



	 	 	 	 	 
	(1)

	 	Legal Name of Assignor:
	 	                                                            
	 
	 	 	 	 
	(2)

	 	Legal Name of Assignee:
	 	                                                            
	 

	 	 	 	[and is a Lender/Lender Affiliate of [identify Lender]]1






 




			
	1	 	Select as applicable.





 
	 	 	 	 	 
	 
	 	Exhibit 10.10 – Page 1
	 	 








 









 






	 	 	 	 	 
	(3)

	 	Assignee’s Address for Notices:
	 	                                                            
	 
	 	 	 	 
	(4)

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

	 	Assigned Interest:	 	 







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








 




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




 
	 	 	 	 	 
	 
	 	Exhibit 10.10 – Page 2
	 	 







 









 









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



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




	 	 	 	 	 	 	 
	 	 	ASSIGNOR	 	 
	 
	 	 	 	 	 	 
	 	 	[NAME OF ASSIGNOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ASSIGNEE	 	 
	 
	 	 	 	 	 	 
	 	 	[NAME OF ASSIGNEE]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

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

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Consented to:	 	 
	 
	 	 	NOBLE ENERGY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






 
	 	 	 	 	 
	 
	 	Exhibit 10.10 – Page 3
	 	 







 









 






ANNEX 1 to Lender Assignment Agreement




STANDARD TERMS AND CONDITIONS FOR

LENDER ASSIGNMENT AGREEMENT



1. Representations and Warranties.



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



1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Lender Assignment
Agreement and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all requirements under the Credit Agreement with respect to the
transactions contemplated hereby (subject to receipt of such consents as may be required under the
Credit Agreement), (iii) subject to acceptance and recording hereof pursuant to Section
10.10 of the Credit Agreement, from and after the Effective Date, it shall be party to the
Credit Agreement and to the other Loan Documents and be bound by the provisions of the Credit
Agreement as a Lender thereunder and to the other Loan Documents and, to the extent of the Assigned
Interest, shall have the obligations of a Lender thereunder, and (iv) it has received a copy of the
Credit Agreement, together with copies of the most recent financial statements delivered pursuant
to Sections 7.1.1(a) and (b) thereof, as applicable, and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into
this Lender Assignment Agreement and to purchase the Assigned Interest on the basis of which it has
made such analysis and decision independently and without reliance on the Administrative Agent or
any other Lender; and (b) agrees that (i) it will, independently and without reliance on the
Administrative Agent, the Assignor or any other Lender, and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms
all of the obligations that by the terms of the Credit Agreement and the other Loan Documents are
required to be performed by it as a Lender.



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

 
	 	 	 	 	 
	 
	 	Exhibit 10.10 – Page 4
	 	 







 









 







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




 
	 	 	 	 	 
	 
	 	Exhibit 10.10 – Page 5