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EXECUTION COPY
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT dated as of March
31, 1997 among VASTAR RESOURCES, INC. (with its successors,
the "Borrower"), the BANKS listed on the signature pages
hereof (with their successors, the "Banks"), MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, as Agent for the Banks (with its
successors, the "Agent"), and the Co-Agents listed on the
signature pages hereof (with their successors, the "Co-
Agents").
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore entered
into a 5-Year Revolving Credit Agreement dated as of May 5,
1995 (as amended by Amendment No. 1 thereto and as in effect
from time to time prior to the Effective Date (as defined
below), as amended and restated hereby and as amended from
time to time thereafter, the "Credit Agreement"); and
WHEREAS, the parties hereto desire to amend the Credit
Agreement as set forth herein and to restate the Credit
Agreement in its entirety to read as set forth in the Credit
Agreement with the amendments specified below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise
specifically defined herein, each term used herein which is
defined in the Credit Agreement as in effect immediately
prior to the Effective Date shall have the meaning assigned
to such term in the Credit Agreement as so in effect. Each
reference to "hereof", "hereunder", "herein" and "hereby"
and each other similar reference and each reference to "this
Agreement" and each other similar reference contained in the
Credit Agreement shall from and after the date hereof refer
to the Credit Agreement as amended hereby.
SECTION 2. Amendment to Section 1.01 of the Agreement.
Section 1.01 of the Credit Agreement is amended by replacing
the definition of Commitment Termination Date to read in
full as follows:
"Commitment Termination Date" means March 31,
2002, or if such day is not a Euro-Dollar Business Day,
the next preceding Euro-Dollar Business Day.
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SECTION 3. Representations and Warranties. The
Borrower hereby represents and warrants that as of the date
hereof and after giving effect hereto:
(a) no Default under the Credit Agreement
has occurred and is continuing; and
(b) each representation and warranty of the
Borrower set forth in the Credit Agreement is true
and correct as though made on and as of this date.
SECTION 4. Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the
State of New York.
SECTION 5. Counterparts; Conditions to Effectiveness.
This Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective (and the
Credit Agreement shall be amended and restated in the form
of the Credit Agreement immediately before giving effect
hereto and with the amendments referred to herein) as of the
date hereof (the "Effective Date") when the Agent shall have
received a duly executed counterparts hereof signed by the
Borrower and all of the Banks (or, in the case of any party
as to which an executed counterpart shall not have been
received, the Agent shall have received telegraphic, telex
or other written confirmation from such party of execution
of a counterpart hereof by such party).
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IN WITNESS WHEREOF, the parties hereto have caused this
Amended and Restated Credit Agreement to be duly executed by
their respective authorized officers as of the day and year
first above written.
VASTAR RESOURCES, INC.
By /s/ Daniel D. Hawk
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Title: Treasurer
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MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Bank and Agent
By /s/ John Kowalczuk
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Title: Vice President
NATIONSBANK OF TEXAS, N.A.,
as Bank and Co-Agent
By /s/ Patrick M. Delaney
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Title: Senior Vice President
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION,
as Bank and Co-Agent
By /s/ James C. Nicholas
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Title: Managing Director
UNION BANK OF SWITZERLAND,
as Bank and Co-Agent
By /s/ Cynthia A. P. Deere
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Title: Vice President
By /s/ Kelly Boots
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Title: Assistant Vice President
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BANK OF MONTREAL
By /s/ Bryan R. Gallow
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Title: Managing Director
THE BANK OF NEW YORK
By /s/ John W. Hall
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Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ F. C. H. Ashby
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Title: Senior Manager Loan
Operations
CITIBANK, N.A.
By /s/ Arezoo Jafari
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Title: Assistant Vice President
CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
By /s/ Pascal Poupelle
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Title: Authorized Signature
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THE FUJI BANK, LIMITED
By /s/ Nobuhiro Umemura
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Title: Joint General Manager
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By /s/ Kensaku Iwata
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Title: Vice President, Houston
Office
LTCB TRUST COMPANY
By /s/ John J. Sullivan
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Title: Executive Vice President
MELLON BANK, N.A.
By /s/ A. J. Sabatelle
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Title: First Vice President
SOCIETE GENERALE
By /s/ Richard Ebert
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Title: Vice President
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WACHOVIA BANK OF GEORGIA, N.A.
By /s/ Joel K. Wood
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Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By /s/ Vanessa Sheh Meyer
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Title: Vice President
THE DAI-ICHI KANGYO BANK, LTD.
By /s/ Masatsugu Morishita
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Title: Sr. Vice President & Joint
General Manager
PNC BANK, NATIONAL ASSOCIATION
By /s/ John R. Way
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Title: Commercial Banking Officer
ROYAL BANK OF CANADA
By /s/ Linda M. Stephens
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Title: Manager
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THE SUMITOMO BANK, LIMITED
By /s/ Toshihiro Kubota
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Title: Joint General Manager
BARCLAYS BANK PLC
By /s/ George McKean
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Title: Director
KREDIETBANK, N.V.
By /s/ Robert Snauffer
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Title: Vice President
By /s/ Tod R. Angus
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Title: Vice President
NORTHERN TRUST COMPANY
By /s/ Martin G. Alston
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Title: Vice President
THE SANWA BANK, LIMITED
By /s/ Gill Realon
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Title: Vice President
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TORONTO DOMINION (TEXAS), INC.
By /s/ Neva Nesbitt
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Title: Vice President
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