$350 Million Bridge Revolving Credit Agreement

BURLINGTON RESOURCES INC.


----------


$350,000,000


BRIDGE REVOLVING CREDIT AGREEMENT


Dated as of January 2, 2002


----------


JPMORGAN CHASE BANK,
as Administrative Agent and
Auction Administrative Agent


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


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


TABLE OF CONTENTS


PAGE
---- ARTICLE 1 Definitions and Accounting Terms...........................................................1


Section 1.01 Certain Defined Terms.............................................................1
Section 1.02 Computation of Time Periods......................................................14
Section 1.03 Accounting and Other Terms.......................................................14
Section 1.04 References.......................................................................14


ARTICLE 2 Amounts and Terms of the Advances.........................................................14


Section 2.01 (a) Revolving A Advances........................................................14
Section 2.02 Making the A Advances............................................................15
Section 2.03 Fees.............................................................................16
Section 2.04 Reduction of the Commitments.....................................................17
Section 2.05 Repayment of A Advances..........................................................17
Section 2.06 Interest on A Advances...........................................................17
Section 2.07 Additional Interest on Eurodollar Rate Advances..................................18
Section 2.08 Interest Rate Determination......................................................18
Section 2.09 Voluntary Conversion of A Advances...............................................19
Section 2.10 Prepayments......................................................................20
Section 2.11 Increased Costs..................................................................20
Section 2.12 Increased Capital................................................................21
Section 2.13 Illegality.......................................................................21
Section 2.14 Payments and Computations........................................................22
Section 2.15 Taxes............................................................................23
Section 2.16 Sharing of Payments, Etc.........................................................25
Section 2.17 Evidence of Debt.................................................................26
Section 2.18 Use of Proceeds..................................................................26
Section 2.19 The B Advances...................................................................27
Section 2.20 [ Reserved ].....................................................................30
Section 2.21 Extension of Stated Termination Date.............................................30
Section 2.22 Replacement of Lenders...........................................................31


ARTICLE 3 Conditions of Effectiveness and Lending...................................................32


Section 3.01 Conditions Precedent to Effectiveness of this Agreement..........................32
Section 3.02 Conditions Precedent to Each A Borrowing.........................................32
Section 3.03 Conditions Precedent to Each B Borrowing.........................................33


ARTICLE 4 Representations and Warranties............................................................34


Section 4.01 Representations and Warranties of the Borrower...................................34


ARTICLE 5 Covenants of the Borrower.................................................................36


Section 5.01 Affirmative Covenants............................................................36
Section 5.02 Negative Covenants...............................................................37
Section 5.03 Reporting Requirements...........................................................41


-i-


TABLE OF CONTENTS
(continued)


PAGE
---- ARTICLE 6 Events of Default.........................................................................43


Section 6.01 Events of Default................................................................43


ARTICLE 7 The Administrative Agent..................................................................46


Section 7.01 Authorization and Action.........................................................46
Section 7.02 Administrative Agent's Reliance, Etc.............................................46
Section 7.03 JPMorgan and Affiliates..........................................................46
Section 7.04 Lender Credit Decision...........................................................47
Section 7.05 Indemnification..................................................................47
Section 7.06 Successor Administrative Agent...................................................48
Section 7.07 Auction Administrative Agent.....................................................48


ARTICLE 8 Miscellaneous.............................................................................48


Section 8.01 Amendments, Etc..................................................................48
Section 8.02 Notices, Etc.....................................................................49
Section 8.03 No Waiver; Remedies..............................................................49
Section 8.04 Costs and Expenses; Indemnity....................................................49
Section 8.05 Right of Set-off.................................................................50
Section 8.06 Binding Effect...................................................................51
Section 8.07 Assignments and Participations...................................................51
Section 8.08 Confidentiality..................................................................54
Section 8.09 Consent to Jurisdiction..........................................................55
Section 8.10 Governing Law....................................................................55
Section 8.11 Execution in Counterparts........................................................56
Section 8.12 Waiver of Jury Trial.............................................................56


-ii-


Schedule I - Material Subsidiaries Schedule II - Pricing Grid


Exhibit A - Form of Note Exhibit B - Form of Notice of A Borrowing Exhibit C - Form of Notice of B Borrowing Exhibit D - Form of Assignment and Acceptance Exhibit E - Form of Extension Request Exhibit F - Form of Opinion of Vice President and General Counsel for Borrower Exhibit G - Form of Opinion of Jones, Day, Reavis & Pogue, New York Counsel for Borrower Exhibit H - Form of Designation Agreement


-iii-


BRIDGE REVOLVING CREDIT AGREEMENT


Dated as of January 2, 2002


BURLINGTON RESOURCES INC., a Delaware corporation (the "Borrower"), the financial institutions (the "Initial Lenders") listed on the signature pages hereof, and JPMORGAN CHASE BANK, as administrative agent and auction administrative agent for the Lenders hereunder (in such capacities, the "Administrative Agent" and "Auction Administrative Agent," respectively), agree as follows:


ARTICLE 1
Definitions and Accounting Terms


Section 1.01 Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):


"A ADVANCE" means an advance by a Lender to the Borrower as part of an A Borrowing, and refers to a Base Rate Advance or a Eurodollar Rate Advance (each of which shall be a "TYPE" of A Advance).


"A BORROWING" means a borrowing consisting of A Advances of the same Type made on the same day by the Lenders pursuant to Section 2.01 and, in the case of Eurodollar Rate Advances, having Interest Periods of the same duration, it being understood that there may be more than one A Borrowing on a particular day.


"ACQUISITION" means the acquisition by the Acquisition Company pursuant to the Acquisition Agreement of the "Assets," as defined therein.


"ACQUISITION AGREEMENT" means the Agreement of Purchase and Sale, dated December 22, 2000, between ATCO Gas and Pipelines Ltd., (as successor to Northwestern Utilities Limited), as vendor, and the Acquisition Company, as purchaser, as amended by agreements dated June 1,2001, June 28,2001, July 27, 2001, August 8, 2001, August 31, 2001, and September 5, 2001, and by a Purchase and Sale Amending Agreement dated as of September 11, 2001, providing for the purchase and sale of the "Assets," as defined therein.


"ACQUISITION COMPANY" means Burlington Resources Canada Ltd., as successor by amalgamation to Burlington Resources Canada Energy Ltd.


"ACQUISITION CONDITIONS" shall include and be limited to the following:


(i) the Administrative Agent shall have received, with a copy for each Lender, a copy of the Acquisition Agreement and each other Acquisition Document, if any; and


(ii) the Administrative Agent shall have received, with a copy for each Lender, a certificate of the Borrower's Vice President, General Counsel and Assistant Secretary stating


that, as of the Effective Date (A) the Acquisition, and any Advances in respect thereof, if consummated on the Effective Date, would be in compliance with all applicable legal requirements, including without limitation Regulations T, U and X of the Board of Governors of the Federal Reserve System; (B) all applicable appeal periods with respect to the Acquisition have expired; (C) all necessary governmental and third party approvals and consents in connection with such Advances and the Acquisition have been obtained and remain in effect (other than approvals or consents the failure to obtain or maintain which would not reasonably be expected to prevent the consummation of the Acquisition or to have a material adverse effect on the consolidated financial condition or consolidated results of operations of the Borrower or any material adverse effect on the rights of or benefits available to the Lenders under this Agreement); and (D) there does not exist any actual or overtly threatened governmental or judicial action that has had or would reasonably be expected to have a reasonable likelihood of restraining or preventing the Acquisition or imposing materially burdensome conditions on the Acquisition.


"ACQUISITION DOCUMENTS" means the collective reference to the Acquisition Agreement and any other agreement providing for the acquisition by the Acquisition Company of the "Assets," as defined in the Acquisition Agreement.


"ADMINISTRATIVE AGENT" has the meaning specified in the introduction hereto.


"ADMINISTRATIVE QUESTIONNAIRE" means, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Borrower) duly completed by such Lender.


"ADVANCE" means an A Advance or a B Advance.


"AFFILIATE" means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. The term "CONTROL" (including the terms "CONTROLS," "CONTROLLED BY" or "UNDER COMMON CONTROL WITH") means, with respect to any Person, the possession, direct or indirect, of the power to vote 10% or more (or in the case of an "AFFILIATE" of any Lender, 5% or more) of the securities having ordinary voting power for the election of directors of such Person or to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or by contract or otherwise. Neither a director nor an officer of the Borrower, in such capacity, shall be deemed, for purposes of this Agreement, an Affiliate.


"AGREEMENT" means this Bridge Revolving Credit Agreement, together with all exhibits and schedules hereto, as amended or otherwise modified from time to time pursuant to the terms hereof.


"APPLICABLE LENDING OFFICE" means, with respect to each Lender, (i) in the case of an A Advance, such Lender's Domestic Lending Office in respect of Base Rate Advances and such Lender's Eurodollar Lending Office in respect of Eurodollar Rate Advances and (ii) in the case of a B Advance, the office of such Lender notified by such Lender to the Administrative Agent as its Applicable Lending Office with respect to such B Advance.


"ARRANGER" means J.P. Morgan Securities Inc.


2


"ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance entered into by a Lender (other than a Designated Bidder) and an Eligible Assignee, and accepted by the Administrative Agent, in substantially the form of Exhibit D hereto.


"AUCTION ADMINISTRATIVE AGENT" has the meaning specified in the introduction hereto.


"AVERAGE AGGREGATE FACILITY ADVANCES" means, for any Utilization Fee Period, the average daily outstanding amount of all Advances hereunder.


"AVERAGE AGGREGATE FACILITY COMMITMENTS" means, for any Utilization Fee Period, the average daily amount of all Commitments hereunder.


"B ADVANCE" means an advance by a Lender to the Borrower as part of a B Borrowing resulting from the auction bidding procedure described in Section 2.19.


"B BORROWING" means a borrowing consisting of simultaneous B Advances to the Borrower from each of the Lenders whose offer to make one or more B Advances as part of such borrowing has been accepted by the Borrower under the auction bidding procedure described in Section 2.19, it being understood that there may be more than one B Borrowing on a particular day.


"B REDUCTION" has the meaning specified in Section 2.01(a).


"BASE RATE" means, for each day in any period, a fluctuating interest rate per annum as shall be in effect from time to time which rate per annum shall at all times for such day be equal to the higher of:


(i) The rate of interest announced publicly by the Administrative Agent in the United States with respect to loans made in the United States, from time to time, as the Administrative Agent's base or prime rate as in effect for such day; and


(ii) 0.50% per annum above the Effective Federal Funds Rate for such day.


"BASE RATE ADVANCE" means an A Advance which bears interest as provided in Section 2.06(a)(i).


"BORROWER" has the meaning specified in the introduction hereto.


"BORROWING" means an A Borrowing or a B Borrowing.


"BUSINESS DAY" means a day of the year on which banks are not required or authorized to close in New York, New York and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market.


"BUSINESS ENTITY" means a partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity.


3


"CANADIAN CREDIT AGREEMENT" means the Credit Agreement dated as of March 31, 2000, as amended and restated as of December 7, 2001, among Burlington Resources Canada Ltd., as the borrower, Burlington Resources Inc., as parent, the financial institutions party thereto, JPMorgan, as administrative agent for such financial institutions, Citibank, N.A. and Fleet National Bank, as co-syndication agents, and Bank of America, N.A. and Toronto Dominion (Texas), Inc., as co-documentation agents.


"CAPITALIZATION" means the sum (without duplication) of (i) consolidated Debt of the Borrower and its consolidated Subsidiaries, plus (ii) the aggregate amount of Guaranties by the Borrower or its consolidated Subsidiaries, plus (iii) the sum of the preferred stock and common stockholders' equity of the Borrower, plus (iv) the cumulative amount by which Consolidated Tangible Net Worth shall have been reduced by reason of non-cash write-downs of long-term assets subsequent to December 31, 1997 (but excluding any such amount with respect to assets of Project Finance Subsidiaries), minus (v) to the extent otherwise included in determining the amounts computed under clause (iii) above, the aggregate investment (net of any Project Financing) of the Borrower and its consolidated Subsidiaries in Project Finance Subsidiaries.


"CLAM" means CLAM Petroleum B.V., a Netherlands company, and CLAM's successors.


"CLAM CREDIT AGREEMENT" means the Amended and Restated Credit Agreement dated as of July 25, 1985, among MaraLou Netherlands Partnership, CLAM, the banks parties thereto and Morgan, as agent for such banks, as amended and restated as of August 15, 1997, or any successor credit agreement entered into for the purpose of refinancing such Amended and Restated Credit Agreement, in each case, as amended, restated, extended or otherwise modified from time to time.


"COMMITMENT" has the meaning specified in Section 2.01(a).


"COMMITMENT EXPIRATION DATE" has the meaning specified in Section 2.21(a).


"COMMITMENT PERCENTAGE" means as to any Lender at any time, the percentage that such Lender's Commitment then constitutes of the aggregate Commitments (or, at any time after the Commitments shall have expired or terminated, the percentage that the aggregate principal amount of such Lender's Advances then outstanding constitutes of the aggregate principal amount of the Advances then outstanding).


"CONSOLIDATED TANGIBLE NET WORTH" means, on a consolidated basis, the excess of (i) the sum of (x) the preferred stock and common stockholders' equity of the Borrower and (y) the cumulative amount by which Consolidated Tangible Net Worth shall have been reduced by reason of non-cash write-downs of long-term assets subsequent to December 31, 1997, over (ii) the intangible assets of the Borrower and its consolidated Subsidiaries.


"CONTINGENT GUARANTY" has the meaning specified in the definition of the term "Guaranty" contained in this Section 1.01.


"CONVERT," "CONVERSION" and "CONVERTED" each refers to a conversion of A Advances of one Type into A Advances of another Type pursuant to Section 2.08, 2.09 or 2.13.


4


"DEBT" of any Person means, without duplication (i) indebtedness of such Person for borrowed money or in respect of bankers' acceptances, (ii) obligations of such Person (other than any portion of any trade payable obligation of such Person which shall not have remained unpaid for 91 days or more from the later of (A) the original due date of such portion and (B) the customary payment date in the industry and relevant market for such portion) to pay the deferred purchase price of property or services, (iii) obligations of such Person as lessee under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases, and (iv) Overdue Reimbursement Obligations; provided, however, that where any such indebtedness or obligation of such Person is made jointly, or jointly and severally, with any third party or parties, which are not the Borrower or any of its consolidated Subsidiaries, the amount thereof for the purposes of this definition only shall be the pro rata portion thereof payable by such Person, so long as such third party or parties have not defaulted on its or their joint and several portions thereof, and provided, further, that the following shall not at any time constitute Debt: (1) obligations of such Person to reimburse a bank or other Person in respect of amounts paid under a letter of credit or similar instrument that are not Overdue Reimbursement Obligations, (2) Project Financing, (3) the Morgan Gold Loans unless, at such time, for any reason whatsoever, (A) no royalty income shall have accrued under the Royalty Agreement dated as of December 5, 1984 between Copper Range Company, a Michigan corporation, and LL&E during the three consecutive fiscal quarters of LL&E most recently ended prior to such time or (B) any payment required to have been made to LL&E under such agreement prior to such time shall not have been paid on, or within 30 days after, the date such payment is due and (4) amounts borrowed by the Borrower and its Subsidiaries under life insurance policies issued to one or more of the foregoing and covering employees or former employees of one or more of the foregoing not in excess of the cash surrender value of such policies.


"DESIGNATED BIDDER" means (i) an Affiliate of a Lender or (ii) a special purpose corporation that is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business and that issues (or the parent of which issues) commercial paper rated at least "Prime-1" by Moody's or "A-1" by S&P or a comparable rating from the successor of either of them, that, in the case of either clause (i) or (ii) above, (1) is organized under the laws of the United States or any state thereof, (2) shall have become a party hereto pursuant to Subsections (e), (f) and (g) of Section 8.07, and (3) is not otherwise a Lender. Notwithstanding the foregoing, each Designated Bidder shall be subject to the written consent of the Borrower and the Administrative Agent, such consent not to be unreasonably withheld.


"DESIGNATION AGREEMENT" means a designation agreement entered into by the Borrower, a Lender (other than a Designated Bidder) and a Designated Bidder, and accepted by the Administrative Agent, in substantially the form of Exhibit H hereto.


"DOMESTIC LENDING OFFICE" means, with respect to any Lender, the office of such Lender specified as its "Domestic Lending Office" in its Administrative Questionnaire, or in the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.


5


"EFFECTIVE DATE" means the date on which the conditions precedent set forth in Section 3.01 have been satisfied (or compliance therewith shall have been waived by the Lenders), which date the Administrative Agent will promptly confirm to the Borrower and the Lenders in writing.


"EFFECTIVE FEDERAL FUNDS RATE" means, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.


"ELIGIBLE ASSIGNEE" means, with respect to any particular assignment under Section 8.07, any bank or other entity approved in writing by the Borrower expressly with respect to such assignment and, except as to such an assignment by JPMorgan so long as JPMorgan is the Administrative Agent hereunder, the Administrative Agent shall be an Eligible Assignee for purposes of this Agreement, provided that neither the Administrative Agent's nor the Borrower's approval shall be unreasonably withheld, and provided further that no such approval shall be necessary if (i) the assignee is a Lender Affiliate, (ii) the assignee was a Lender immediately prior to such assignment, or (iii) if an Event of Default shall then be continuing.


"EQUITY INTERESTS" means any capital stock, partnership, joint venture, member or limited liability or unlimited liability company interest, beneficial interest in a trust or similar entity or other equity interest or investment of whatever nature.


"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued from time to time thereunder.


"ERISA AFFILIATE" means any Person who is a member of the Borrower's controlled group within the meaning of Section 4001(a)(14)(A) of ERISA.


"EUROCURRENCY LIABILITIES" has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.


"EURODOLLAR LENDING OFFICE" means, with respect to each Lender, the office of such Lender specified as its "Eurodollar Lending Office" in its Administrative Questionnaire or in the Assignment and Acceptance pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office) or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.


"EURODOLLAR RATE" means, for any Interest Period for each Eurodollar Rate Advance comprising part of the same A Borrowing, the interest rate per annum equal to the average (rounded upward to the nearest w ...