FIVE-YEAR REVOLVING CREDIT AGREEMENT

Retailer Agreement

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This Retailer Agreement involves

XTO ENERGY INC | JPMORGAN CHASE BANK | BANK OF AMERICA, N.A. | BNP PARIBAS | WACHOVIA BANK, NATIONAL ASSOCIATION | BANK ONE, NA | HARRIS NESBITT FINANCING, INC. | J.P. MORGAN SECURITIES INC. | BANC OF AMERICA SECURITIES, LLC

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Title: FIVE-YEAR REVOLVING CREDIT AGREEMENT
Governing Law: Texas Date: 3/15/2004
Industry: OILPRD Sector: ENERGY

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Five-Year Revolving Credit Agreement dated February 17, 2004

EXHIBIT 10.18

5-YEAR REVOLVING CREDIT AGREEMENT

dated as of

February 17, 2004

among

XTO ENERGY INC.,

as Borrower,

JPMORGAN CHASE BANK,

as Administrative Agent and Issuing Bank,

and

The Lenders Party Hereto

BANK OF AMERICA, N.A.,

BNP PARIBAS,

CREDIT LYONNAIS

and

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Co-Syndication Agents

and

BANK ONE, NA

and

HARRIS NESBITT FINANCING, INC.,

as Co-Documentation Agents

J.P. MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES, LLC,

as Co-Arrangers and Joint Bookrunners

TABLE OF CONTENTS


		Page:

ARTICLE I DEFINITIONS

Section 1.01	Defined Terms	1
Section 1.02	Classification of Loans and Borrowings	19
Section 1.03	Terms Generally	19
Section 1.04	Accounting Terms; GAAP	19

ARTICLE II THE CREDITS

Section 2.01	Commitments	19
Section 2.02	Commitment Increase	20
Section 2.03	Loans and Borrowings	21
Section 2.04	Requests for Borrowings	22
Section 2.05	[Reserved]	22
Section 2.06	Letters of Credit	23
Section 2.07	Funding of Borrowings	26
Section 2.08	Interest Elections	27
Section 2.09	Termination and Reduction of Commitments	28
Section 2.10	Repayment of Loans; Evidence of Debt	29
Section 2.11	Prepayment of Loans	29
Section 2.12	Fees	30
Section 2.13	Interest	31
Section 2.14	Alternate Rate of Interest	31
Section 2.15	Increased Costs	32
Section 2.16	Break Funding Payments	33
Section 2.17	Taxes	34
Section 2.18	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	35
Section 2.19	Mitigation Obligations; Replacement of Lenders	36

ARTICLE III REPRESENTATIONS AND WARRANTIES

Section 3.01	Organization; Powers	37
Section 3.02	Authorization; Enforceability	37
Section 3.03	Governmental Approvals; No Conflicts	38
Section 3.04	Financial Condition; No Material Adverse Change	38
Section 3.05	Properties; Intellectual Property	38
Section 3.06	Litigation and Environmental Matters	39
Section 3.07	Compliance with Laws	39
Section 3.08	Investment and Holding Company Status	39
Section 3.09	Taxes	39
Section 3.10	ERISA	39
Section 3.11	Disclosure	40
Section 3.12	Absence of Undisclosed Debt	40



ARTICLE IV CONDITIONS

Section 4.01	Effective Date	40
Section 4.02	Each Credit Event	41

ARTICLE V AFFIRMATIVE COVENANTS

Section 5.01	Financial Statements and Other Information	42
Section 5.02	Notices of Material Events	43
Section 5.03	Existence; Conduct of Business	43
Section 5.04	Payment of Obligations	44
Section 5.05	Maintenance of Properties; Insurance	44
Section 5.06	Books and Records; Inspection Rights	44
Section 5.07	Compliance with Laws	44
Section 5.08	Use of Proceeds and Letters of Credit	44
Section 5.09	Operations	44
Section 5.10	Additional Subsidiary Guarantors	45

ARTICLE VI NEGATIVE COVENANTS

Section 6.01	Indebtedness	45
Section 6.02	Liens	45
Section 6.03	Fundamental Changes	46
Section 6.04	Financial Covenant	46
Section 6.05	Investments, Loans and Advances	46
Section 6.06	Swap Agreements	47
Section 6.07	Transactions with Affiliates	47
Section 6.08	Restrictive Agreements	47

ARTICLE VII EVENTS OF DEFAULT

ARTICLE VIII THE ADMINISTRATIVE AGENT

Section 8.01	Administrative Agent	50
Section 8.02	The Co-Arrangers, Joint Bookrunners, Co-Syndication Agents and Co-Documentation Agents	51

ARTICLE IX MISCELLANEOUS

Section 9.01	Notices	52
Section 9.02	Waivers; Amendments	52
Section 9.03	Expenses; Indemnity; Damage Waiver	53
Section 9.04	Successors and Assigns	55
Section 9.05	Survival	58
Section 9.06	Counterparts; Integration; Effectiveness	58
Section 9.07	Severability	58
Section 9.08	Governing Law; Jurisdiction; Consent to Service of Process	59
SECTION 9.09	WAIVER OF JURY TRIAL	59
Section 9.10	Headings	60
Section 9.11	Confidentiality	60


Section 9.12	Interest Rate Limitation	60
Section 9.13	Right of Setoff	61
Section 9.14	USA Patriot Act Notice	61
Section 9.15	EXCULPATION PROVISIONS	62


Schedules:

Schedule 2.01		Commitments
Schedule 3.06		Disclosed Matters
Schedule 6.02		Existing Liens
Schedule 6.08		Existing Restrictive Agreements

Exhibits:

Exhibit A		Form of Assignment and Assumption
Exhibit B		Notice of Commitment Increase
Exhibit C		Form of Opinion of Borrower’s Counsel
Exhibit D		Form of Subsidiary Guaranty
Exhibit E		Form of Promissory Note
Exhibit F		Form of Borrowing Request
Exhibit G		Form of Interest Election Request

iii

5-YEAR REVOLVING CREDIT AGREEMENT dated as of February 17, 2004, among XTO ENERGY INC., a Delaware corporation, as the Borrower, JPMORGAN CHASE BANK, as Administrative Agent, JPMORGAN CHASE BANK, as Issuing Bank, the Lenders party hereto, BANK OF AMERICA, N.A., BNP PARIBAS, CREDIT LYONNAIS and WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, and BANK ONE, NA and HARRIS NESBITT FINANCING, INC., as Co-Documentation Agents.

The parties hereto agree as follows:

ARTICLE I

DEFINITIONS