KERR-McGEE CORPORATION


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

                              $250,000,000 364-DAY

                           REVOLVING CREDIT AGREEMENT


                          Dated as of February 26, 1999

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


                              ROYAL BANK OF CANADA,
                      as Administrative Agent and Arranger

                                       and

                   The Lenders Now or Hereafter Parties Hereto

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                                TABLE OF CONTENTS
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                                                                                       Page


<S>                                                                                      <C>
ARTICLE IDefinitions......................................................................1
         SECTION 1.01.  Defined Terms.....................................................1
         SECTION 1.02.  Classification of Loans and Borrowings...........................16
         SECTION 1.03.  Other Terms......................................................16
         SECTION 1.04.  Accounting Terms; GAAP...........................................17
         SECTION 1.05.  Euros as Payment for National Currencies.........................17
         SECTION 1.06.  Calculation of Dollar Equivalent Amounts.........................17

ARTICLE IIThe Credits....................................................................17
         SECTION 2.01.  Commitments......................................................17
         SECTION 2.02.  Loans and Borrowings.............................................18
         SECTION 2.03.  Requests for Revolving Borrowings................................18
         SECTION 2.04.  Funding of Borrowings............................................19
         SECTION 2.05.  Interest Elections...............................................20
         SECTION 2.06.  Termination or Reduction of Commitments..........................21
         SECTION 2.07.  Repayment of Loans; Evidence of Debt.............................21
         SECTION 2.08.  Prepayment of Loans..............................................22
         SECTION 2.09.  Fees.............................................................23
         SECTION 2.10.  Interest.........................................................24
         SECTION 2.11.  Alternate Rate of Interest.......................................25
         SECTION 2.12.  Illegality; Increased Costs......................................27
         SECTION 2.13.  Break Funding Payments...........................................28
         SECTION 2.14.  Taxes............................................................28
         SECTION 2.15.  Payments Generally; Pro Rata Treatment; Sharing of Set-offs......30
         SECTION 2.16.  Mitigation Obligations; Replacement of Lenders...................32
         SECTION 2.17.  Foreign Available Amount Designation.............................32
         SECTION 2.18.  Extension of Stated Revolving Loan Maturity Date.................32
         SECTION 2.19.  Addition or Termination of Subsidiary Borrowers..................33
         SECTION 2.20.  Change in Control................................................34
         SECTION 2.21.  Conversion to Term Loans.........................................34

ARTICLE IIIRepresentations and Warranties................................................34
         SECTION 3.01.  Corporate Existence and Power....................................35
         SECTION 3.02.  Corporate and Governmental Authorization; No Contravention.......35
         SECTION 3.03.  Binding Effect...................................................35
         SECTION 3.04.  Financial Information............................................35
         SECTION 3.05.  Litigation.......................................................36
         SECTION 3.06.  Compliance with ERISA............................................36
         SECTION 3.07.  Environmental Matters............................................36
         SECTION 3.08.  Taxes............................................................37
         SECTION 3.09.  Investment Company Act...........................................37
         SECTION 3.10.  Public Utility Holding Company Act...............................37
         SECTION 3.11.  Use of Proceeds..................................................37
         SECTION 3.12.  Disclosure.......................................................37
         SECTION 3.13.  Year 2000 Compliance.............................................37
         SECTION 3.14.  Material Subsidiaries............................................38

ARTICLE IVConditions.....................................................................38
         SECTION 4.01.  Effective Date...................................................38
         SECTION 4.02.  Each Credit Event................................................39

ARTICLE VAffirmative Covenants...........................................................40
         SECTION 5.01.  Information......................................................40
         SECTION 5.02.  Payment of Taxes.................................................41
         SECTION 5.03.  Insurance........................................................42
         SECTION 5.04.  Conduct of Business and Maintenance of Existence.................42
         SECTION 5.05.  Compliance with Laws.............................................42
         SECTION 5.06.  Compliance with Environmental Laws...............................42
         SECTION 5.07.  Use of Proceeds..................................................43
         SECTION 5.08.  Notice of Changed Credit Rating..................................43
         SECTION 5.09.  Subsidiary Borrowers.............................................43
         SECTION 5.10.  Year 2000 Compliance.............................................43

ARTICLE VINegative Covenants.............................................................43
         SECTION 6.01.  Compliance with ERISA............................................43
         SECTION 6.02.  Limitation on Secured Debt.......................................44
         SECTION 6.03.  Consolidations, Mergers and Sales of Assets......................45
         SECTION 6.04.  Transactions with Affiliates.....................................46

ARTICLE VIIGuaranty......................................................................46
         SECTION 7.01.  The Guaranty.....................................................46
         SECTION 7.02.  Bankruptcy.......................................................47
         SECTION 7.03.  Nature of Liability..............................................47
         SECTION 7.04.  Independent Obligation...........................................47
         SECTION 7.05.  Authorization....................................................47
         SECTION 7.06.  Subordination....................................................48
         SECTION 7.07.  Waiver...........................................................48
         SECTION 7.08.  Legal Limitations of Liability...................................49
         SECTION 7.09.  Discharge Only Upon Payment......................................49
         SECTION 7.10.  Subrogation......................................................49

ARTICLE VIIIEvents of Default............................................................50

ARTICLE IXThe Administrative Agent.......................................................52

ARTICLE XMiscellaneous...................................................................54
         SECTION 10.01.  Notices.........................................................54
         SECTION 10.02.  Waivers; Amendments.............................................54
         SECTION 10.03.  Expenses; Indemnity; Damage Waiver..............................55
         SECTION 10.04.  Successors and Assigns..........................................56
         SECTION 10.05.  Survival........................................................58
         SECTION 10.06.  Counterparts; Integration; Effectiveness........................58
         SECTION 10.07.  Severability....................................................59
         SECTION 10.08.  Right of Setoff.................................................59
         SECTION 10.09.  Governing Law; Jurisdiction; Consent to Service of Process......59
         SECTION 10.10.  WAIVER OF JURY TRIAL............................................60
         SECTION 10.11.  Headings........................................................60
         SECTION 10.12.  Confidentiality.................................................60
         SECTION 10.13.  Currency Indemnity..............................................60
         SECTION 10.14.  Subsidiary Borrower Several Obligations.........................61
         SECTION 10.15.  Joint and Several Obligations of the Company....................61
         SECTION 10.16.  Interest Rate Limitation........................................62
         SECTION 10.17.  International Banking Facilities................................62

</TABLE>


SCHEDULES:

Schedule A -- Commitments
Schedule B -- Pricing Schedule
Schedule C -- Notice Schedule
Schedule 3.14 -- Material Subsidiaries

EXHIBITS:

Exhibit A -- Form of Assignment and Acceptance Exhibit B-1 -- Form of Opinion of
Russell G.  Horner,  Jr.  Exhibit  B-2 -- Form of  Opinion of Simpson  Thacher &
Bartlett  Exhibit  C --  Form of  Joinder  Agreement  Exhibit  D -- Form of Cash
Collateral Account Agreement Exhibit E -- Form of Auditor's Certificate





                           REVOLVING CREDIT AGREEMENT


         THIS  REVOLVING  CREDIT  AGREEMENT is dated as of February 26, 1999, by
and among KERR-McGEE  CORPORATION,  a Delaware corporation (the "Company"),  the
Subsidiary  Borrowers  parties  hereto,  the  Lenders now or  hereafter  parties
hereto, and ROYAL BANK OF CANADA ("RBC"), as Administrative Agent.

         IT IS AGREED by the parties hereto as follows:


                                    ARTICLE I

                                   Definitions

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

         "ABN Facility A" means  Facility A of and as defined in the Amended and
Restated Credit Agreement dated as of April 28, 1997 (as amended April 26, 1998)
with the Company and Kerr-McGee Oil (U.K.) PLC as Borrowers,  the banks, and ABN
AMRO Bank N.V. as Agent.

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

         "Adjusted CD Rate" means, with respect to any Dollar Borrowing based on
the Fixed CD Rate for any Interest  Period,  an interest rate per annum (rounded
upwards,  if  necessary,  to the next  1/100 of 1%)  equal to the sum of (a) the
Fixed CD Rate for such Interest Period  multiplied by the Reserve Rate, plus (b)
the Assessment Rate.

         "Adjusted  EURIBOR"  means,  with  respect to any Euro  Borrowing or NC
Borrowing based on EURIBOR,  for any Interest Period, an interest rate per annum
(rounded upwards, if necessary,  to the next 1/16 of 1%) equal to the sum of (a)
EURIBOR  applicable to Euro deposits for such Interest Period  multiplied by the
Reserve Rate, plus (b) the Associated Costs Rate.

         "Adjusted  Eurodollar LIBO Rate" means,  with respect to any Eurodollar
Borrowing for any Interest Period,  an interest rate per annum (rounded upwards,
if  necessary,  to the next  1/16 of 1%)  equal to the sum of (a) the LIBO  Rate
applicable to Eurodollar  deposits for such  Interest  Period  multiplied by the
Reserve Rate, plus (b) the Associated Costs Rate.

         "Adjusted  Sterling  LIBO Rate"  means,  with  respect to any  Sterling
Borrowing based on the LIBO Rate for any Interest  Period,  an interest rate per
annum (rounded upwards,  if necessary,  to the next 1/16 of 1%) equal to the sum
of (a) the LIBO Rate  applicable to Sterling  deposits for such Interest  Period
multiplied by the Reserve Rate, plus (b) the Associated Costs Rate.

         "Administrative Agent" means RBC, in  its  capacity  as  administrative
agent for the Lenders hereunder.

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

         "Agency  Account"  means the  account  of the  Administrative  Agent as
specified  by the  Administrative  Agent in the relevant  payment  notice to the
Person by whom such payment is to be made.

         "Agreed Currency" has the meaning ascribed thereto in Section 10.13.

         "Agreement"  means  this  Revolving  Credit   Agreement,   as  amended,
modified, supplemented or restated from time to time.

         "Alternate Base Rate" means, for any day, a rate per annum equal to the
higher of (i) the Royal  Bank  Prime  Rate and (ii) the sum of  one-half  of one
percent per annum plus the Federal Funds Effective Rate for such day.

         "Alternate Currency" means Sterling, Euro or any National Currency.

         "Applicable   Percentage"  means,  with  respect  to  any  Lender,  the
percentage of the total Commitments represented by such Lender's Commitment.  If
the Commitments  have terminated or expired,  the Applicable  Percentage for any
Lender  shall be the  percentage  of the total  Credit  Exposure  of all Lenders
represented  by such Lender's  Credit  Exposure,  in each case as of the date of
determination.

         "Applicable  Rate" means, for any day, with respect to any EURIBOR Loan
or LIBOR Loan, or with respect to the facility fees or utilization  fees payable
hereunder,  as the case may be, the  applicable  rate per annum set forth in the
Pricing Schedule.

         "Assessment  Rate" means,  for any day, the annual  assessment  rate in
effect  on such  day that is  payable  by a member  of the Bank  Insurance  Fund
classified  as  "well-capitalized"  and within  supervisory  subgroup  "A" (or a
comparable successor risk  classification)  within the meaning of 12 C.F.R. Part
327 (or any successor  provision) to the Federal Deposit  Insurance  Corporation
for  insurance  by such  Corporation  of time  deposits  made in  Dollars at the
offices of such member in the United  States;  provided  that if, as a result of
any change in any law, rule or regulation, it is no longer possible to determine
the Assessment Rate as aforesaid,  then the Assessment Rate shall be such annual
rate as shall be determined by the Administrative  Agent to be representative of
the cost of such insurance to the Lenders.

         "Assignment and Acceptance" means an assignment and acceptance  entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section  10.04),  and accepted by the  Administrative  Agent, in the
form of Exhibit A or any other form approved by the Administrative Agent.

         "Associated  Costs Rate"  means,  in relation to each Loan or Borrowing
denominated in an Alternate Currency and each Eurodollar Loan or Borrowing,  the
percentage rate from time to time determined by the  Administrative  Agent or by
any Lender (with  written  notice  thereof to the  Administrative  Agent and the
Company) as  reflecting  the cost,  loss or  difference in return which would be
suffered  or  incurred  by the  Administrative  Agent (if it funded such Loan or
Borrowing)  or by such Lender with respect to such Loan or Borrowing as a result
of:

         (a) funding any special  deposit,  cash ratio  deposit or other reserve
         required  to  be  placed  with  the  Bank  of  England  (or  any  other
         Governmental  Authority  which  replaces all or any of its  functions);
         and/or

         (b) any charge or other  reserve  requirement  imposed by the Financial
         Services  Authority  of the United  Kingdom (or any other  Governmental
         Authority which replaces all or any of its functions); and/or

         (c) any charge or other  reserve  requirement  imposed by the  European
         Central Bank, the Governing  Council  thereof or the European System of
         Central Banks (or any other  Governmental  Authority which replaces all
         or any of such Persons' functions)

in respect of eligible liabilities (assuming these to be in excess of any stated
minimum) or any similar concept,  which relate to funding such Loan or Borrowing
or which  has or would  have the  effect of  reducing  the rate of return of the
Administrative  Agent (if it funded  such Loan or  Borrowing)  or of such Lender
with respect to such Loan or Borrowing.  As used in this  definition,  "eligible
liabilities"  shall have the  meaning  ascribed to it by the Bank of England Act
1998  or by the  Bank  of  England  (as  may be  appropriate)  at  the  time  of
determination.

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

         "Benefit Liabilities" has the meaning as defined in Section 4001(a)(16)
of ERISA.

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

         "Borrower"   means  the  Company  or  any  Subsidiary   Borrower,   and
"Borrowers" means collectively the Company and the Subsidiary Borrowers.

         "Borrowing" means Loans of the same Type, made,  converted or continued
on the same date, in the same  currency,  and, in the case of CD Loans,  EURIBOR
Loans or LIBOR Loans, as to which a single Interest Period is in effect.

         "Borrowing  Request"  means a request by any Borrower,  for a Revolving
Borrowing in accordance with Section 2.03.

         "Business  Day" means any day that is not a  Saturday,  Sunday or other
day on which commercial banks in New York City, New York and London, England are
authorized  or  required  by law to remain  closed,  unless such term is used in
connection  with (i) a CD Borrowing or an ABR Borrowing,  in which case such day
shall be a Business  Day if  commercial  banks are open for business in New York
City,  New York,  and (ii) a National  Currency  Borrowing or Euro Borrowing for
which funds are to be paid or made  available  in such  National  Currency or in
Euros on such day,  in which  case such day shall not be a  Business  Day unless
commercial  banks are open for  international  business  (including  dealing  in
deposits in such National  Currency or in Euros, as the case may be) in New York
City, New York, London,  England,  and the place where such funds are to be paid
or made available.

         "Capital Lease Obligations" of any Person means the obligations of such
Person to pay rent or other  amounts  under  any lease of (or other  arrangement
conveying the right to use) real or personal property, or a combination thereof,
which  obligations  are required to be  classified  and accounted for as capital
leases on a balance  sheet of such  Person  under  GAAP,  and the amount of such
obligations  shall be the  capitalized  amount thereof  determined in accordance
with GAAP.

         "Cash  Collateral  Account  Agreement"  shall mean each Cash Collateral
Account Agreement entered into pursuant to Section 2.08(c),  each such agreement
substantially in the form of Exhibit D.

         "CD",  when  used in  reference  to any Loan or  Borrowing,  refers  to
whether such Loan, or the Loans comprising such Borrowing,  are bearing interest
at a rate determined by reference to the Adjusted CD Rate.

         "Change in Control"  means (a) the  acquisition by any Person or two or
more Persons  acting as a group (within the meaning Rule 13d-3 of the Securities
Exchange Act of 1934) of greater than 40% of the outstanding Voting Stock of the
Company or (b) any merger or  consolidation  to which the Company is a party, or
the transfer,  conveyance or lease of all or substantially  all of the assets of
the  Company  to  another   Person,   if  immediately   following  such  merger,
consolidation,  transfer, conveyance or lease a majority of the directors of the
surviving  corporation (or the corporation  that is the beneficial  owner of the
assets  transferred  or conveyed  or the lessee of the assets  leased) are other
than  Continuing  Directors  or (c)  the  Company  ceases  to own,  directly  or
indirectly,  100% of the capital stock of each Subsidiary Borrower.  "Continuing
Director" means a member of the board of directors of the Company who either (i)
was a  member  of such  board  of  directors  on the  date  hereof  or (ii)  was
designated (before initial election as a director) as a Continuing Director by a
majority of the then Continuing Directors or (iii) was nominated or appointed to
such board of directors by a majority of the then Continuing Directors.

         "Change in Law" means (a) the adoption of any law,  rule or  regulation
after the date of this Agreement,  (b) any change in any law, rule or regulation
or in the  interpretation or application  thereof by any Governmental  Authority
after the date of this  Agreement  or (c)  compliance  by any  Lender  (or,  for
purposes of Section  2.12(b),  by any  lending  office of such Lender or by such
Lender's  holding  company,  if any) with any  request,  guideline  or directive
(whether or not having the force of law) of any  Governmental  Authority made or
issued after the date of this Agreement.

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

         "Code"  means the  United  States  Internal  Revenue  Code of 1986,  as
amended  from  time  to  time,  or any  successor  statute,  together  with  all
regulations  and  interpretations  thereof or  thereunder  by the United  States
Internal Revenue Service (or any successor).

         "Commitment" means, with respect to each Lender, the commitment of such
Lender to make Revolving Loans and to convert the Revolving Loans outstanding on
the  Revolving  Loan  Maturity  Date  to  Term  Loans,  expressed  as an  amount
representing  the maximum  aggregate  amount of such Lender's  Revolving  Credit
Exposure  hereunder,  as such  commitment  may be (a) reduced  from time to time
pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant
to  assignments  by or to such  Lender  pursuant to Section  10.04.  The initial
amount of each Lender's  Commitment under the Agreement is set forth on Schedule
A, or in the Assignment and Acceptance  pursuant to which such Lender shall have
assumed  its  Commitment,  as  applicable.  The initial  amount of the  Lenders'
Commitments to make Loans  hereunder is $250,000,000 in the aggregate at any one
time of Dollar  Borrowings  and the  Dollar  Equivalent  of  Alternate  Currency
Borrowings at such time.

         "Commitment  Expiration  Date" with respect to a Non-Extending  Lender,
has the meaning ascribed thereto in Section 2.18.

         "Company" means Kerr-McGee Corporation, a Delaware corporation.

         "Consolidated  Subsidiary"  means,  at any date,  any Subsidiary of the
Company or other entity the accounts of which would be  consolidated  with those
of the Company in its consolidated  financial statements if such statements were
prepared as of such date.

         "Consolidated  Tangible Net Worth"  means at any date the  consolidated
Stockholders' Equity of the Company and its Consolidated Subsidiaries less their
consolidated  Intangible  Assets plus the  aggregate  amount of  non-cash  write
downs,  all  determined  as of such  date.  For  purposes  of  this  definition,
"Intangible  Assets" means the amount of (i) all write-ups (other than write-ups
resulting from foreign currency  translations and write-ups of assets of a going
concern  business made within 12 months after the  acquisition of such business)
subsequent  to  December  31,  1997 in the book value of any asset  owned by the
Company or a Subsidiary of the Company,  and (ii) all unamortized  debt discount
and expense (to the extent, if any, recorded as an unamortized deferred charge),
unamortized  deferred charges,  goodwill,  patents,  trademarks,  service marks,
trade names, anticipated future benefit of tax loss carry-forwards,  copyrights,
organization or developmental expenses.

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

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

         "Debt  Leverage  Ratio"  means,  on any day, the ratio of (a) the Total
Indebtedness of the Company and its  Subsidiaries on a consolidated  basis as of
the date of  determination  to (b) EBITDAX for the Rolling  Period ending on the
last day of the most recent Fiscal Quarter as of the date of determination.

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

         "Dollars" and "$" mean United States Dollars, and "Dollar" when used in
reference to any Loan or  Borrowing,  refers to whether such Loan,  or the Loans
comprising such Borrowing, are denominated in United States Dollars.

         "Dollar  Equivalent" means the amount of Dollars  equivalent to a given
amount of an  Alternate  Currency  determined  by using the quoted  spot rate at
which the  Administrative  Agent offers to exchange  Dollars for such  Alternate
Currency  in New York City at 10:00  a.m.  (New  York City  time) on the date of
determination.

         "Domestic  Available  Amount"  means  the  aggregate  amount  of  Loans
available  to the  Company  and the  Domestic  Subsidiary  Borrowers  under this
Agreement,  which  amount  shall  not at any  time  exceed  the  Lenders'  total
aggregate  Commitments less the Foreign Available  Amount.  The initial Domestic
Available  Amount is  $165,000,000  of  availability in the aggregate at any one
time of Dollar  Borrowings  and the  Dollar  Equivalent  of  Alternate  Currency
Borrowings at such time.

         "Domestic Subsidiary Borrower" means, as of the date hereof, Kerr-McGee
Credit LLC,  together  with any of the  Company's  Subsidiaries  designated as a
"Domestic  Subsidiary  Borrower"  pursuant  to and in  accordance  with  Section
2.19(a),  other than any such Subsidiary that ceases to be a Subsidiary Borrower
pursuant to and in accordance with Section 2.19(c).

         "Duff & Phelps" means Duff & Phelps Credit Rating Co.

         "EBITDAX"   means,  as  to  the  Company  and  its  Subsidiaries  on  a
consolidated basis and for any period, without duplication,  the amount equal to
net income  determined in accordance with GAAP, plus to the extent deducted from
net income,  Interest Expense,  depreciation,  oil and gas exploration expenses,
including,   without  limitation,   dry-hole  costs,  deferred  management  fees
permitted  under Section 6.06,  other  non-cash  expenses,  and income and state
franchise tax expenses;  provided,  that,  extraordinary gains or losses for any
such period,  including but not limited to gains or losses on the disposition of
assets, shall not be included in EBITDAX.

         "EC  Treaty"  means the  Treaty  establishing  the  European  Community
(signed in Rome on March 25, 1957),  as amended by the Treaty on European  Union
(signed in Maastricht on February 7, 1992),  as further  amended or supplemented
from time to time.

         "Effective  Date" means the date on which the  conditions  specified in
Section 4.01 are satisfied (or waived in accordance with Section 10.02).

         "Effective  Modification  Date"  means the date on which  the  Existing
Agreement  shall have been  amended,  modified,  restated,  or  replaced  to the
satisfaction of the Administrative Agent so that the provisions corresponding to
the definitions of Indebtedness Threshold, ERISA Obligations Threshold, Material
Financial  Obligations  and Final  Judgment  Threshold as set forth  therein are
substantively  identical  to those set forth  herein and to be  effective on and
after the Effective Modification Date.

         "EMU   Legislation"   means  all  laws,  rules,   regulations,   codes,
ordinances,  orders,  decrees,  judgments,   injunctions,   notices  or  binding
agreements  issued,  promulgated  or entered into by the European  Council,  the
Participating  Member  States or other  Governmental  Authority  of the European
Union,  relating in any way to the Euro and the  European  Economic and Monetary
Union.

         "Environmental  Laws"  means  all  laws,  rules,  regulations,   codes,
ordinances,  orders,  decrees,  judgments,   injunctions,   notices  or  binding
agreements  issued,  promulgated or entered into by any Governmental  Authority,
relating in any way to the  environment,  preservation or reclamation of natural
resources,  the  management,  release or  threatened  release  of any  Hazardous
Material or to health and safety matters.

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

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

         "ERISA   Affiliate"  means  any  trade  or  business  (whether  or  not
incorporated) that,  together with the Company (and other ERISA Affiliates),  is
treated as a single  employer under Section 414(b) or (c) of the Code or, solely
for purposes of Section 302 of ERISA and Section 412 of the Code,  is treated as
a single employer under Section 414 of the Code.

         "ERISA  Obligation   Threshold"  means  (a)  $5,000,000  prior  to  the
Effective  Modification  Date and (b)  $50,000,000  on and after  the  Effective
Modification Date.

         "EURIBOR"  means,  on any day,  the rate  appearing  on Page 248 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 Euro  deposits in the
Euro-zone  interbank  market) at  approximately  11:00 a.m.,  Brussels time, two
TARGET Business Days prior to such day, as the average rate for time deposits in
Euros  offered in the  Euro-zone  interbank  market as calculated by the Banking
Federation of the European Union and the Financial  Market  Association.  In the
event  that such  rates are not  available  at such  time for any  reason,  then
"EURIBOR"  shall  mean,  for any day,  an  interest  rate per annum equal to the
Euro-zone  interbank  market  offering rate for time deposits of 5,000,000 Euros
designated as "EURIBOR" and sponsored  jointly by the Banking  Federation of the
European Union and the Financial Market  Association (or such rate as designated
by any company established or designated by such joint sponsors for the purposes
of compiling and publishing such rate). "EURIBOR", when used in reference to any
Loan or  Borrowing,  indicates  that such  Loan,  or the Loans  comprising  such
Borrowing,  are  denominated in either Euros or a National  Currency and bearing
interest at a rate determined by reference to Adjusted EURIBOR.

         "Euro" means the lawful single currency of Participating  Member States
of the European Union adopted in accordance with the EC Treaty and, when used in
reference  to any Loan or  Borrowing,  indicates  that such  Loan,  or the Loans
comprising such Borrowing, are denominated in such currency.

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

         "European  Council"  means  the  council  of  15  member  states of the
European Union.

         "European  Union"  means  the  European  Union established under the EC
Treaty.

         "Euro-zone" means  the  region  comprised  of  the Participating Member
States.

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

         "Existing  Agreement"  means the Amended and Restated Credit  Agreement
for $325,000,000  dated as of December 4, 1996 (as amended) with the Company and
Kerr-McGee  Credit LLC,  as  borrowers,  the banks,  and Morgan  Guaranty  Trust
Company of New York as agent.

         "Extension Request" shall have the meaning ascribed thereto in  Section
2.19.

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

         "Fee  Letter"  means the letter  agreement  dated  February  25,  1999,
regarding fees, executed by RBC in its capacity as the Administrative  Agent and
accepted and agreed to by the Company, as amended or modified from time to time.

         "Final  Judgment  Threshold"  means a final  judgment in the  aggregate
amount  of (a)  $10,000,000  prior to the  Effective  Modification  Date and (b)
$50,000,000 on or after the Effective Modification Date.

         "Final  Maturity Date" means,  if the Revolving  Loans are converted to
Term Loans  pursuant to Section  2.21,  then with respect to any Term Loan,  the
date that is two years from the  Revolving  Loan Maturity Date as of the time of
such conversion.

         "Financial  Officer"  means  the  chief  financial  officer,  principal
accounting officer, treasurer or controller of any Person.

         "Fiscal  Quarter" shall mean the fiscal quarter of the Company,  ending
on the last day of each March, June, September and December of each year.

         "Fixed  CD  Rate"  means,  with  respect  to any CD  Borrowing  for any
Interest Period, the arithmetic average (rounded upwards,  if necessary,  to the
next 1/100 of 1%) of the prevailing  rates per annum bid at or about 10:00 a.m.,
New York City time,  to the  Administrative  Agent on the first  Business Day of
such  Interest  Period by three  negotiable  certificate  of deposit  dealers of
recognized  standing  selected by the  Administrative  Agent for the purchase at
face value of  negotiable  certificates  of deposit of major United States money
center banks in a principal amount of $5,000,000 and with a maturity  comparable
to such Interest Period.

         "Foreign   Available  Amount"  means  the  aggregate  amount  of  Loans
available to the Foreign Subsidiary Borrowers under this Agreement, which amount
shall equal  initially  $85,000,000 of availability in the aggregate at any time
of Dollar Borrowings and the Dollar Equivalent of Alternate Currency  Borrowings
at such time.  The Foreign  Available  Amount may be increased or decreased from
time to time at the option of the Company pursuant to the terms of Section 2.17;
provided,  however,  that the  Foreign  Available  Amount  shall not at any time
exceed  $120,000,000  in the  aggregate  of  Dollar  Borrowings  and the  Dollar
Equivalent of Alternate Currency Borrowings at such time.

         "Foreign Lender" means any Lender that is organized under the laws of a
jurisdiction  other than  United  States of  America,  any State  thereof or the
District of Columbia.

         "Foreign Subsidiary Borrower" means, as of the date hereof,  Kerr-McGee
(G.B.) Limited,  Kerr-McGee Resources (U.K.) Limited, Kerr-McGee Oil (U.K.) PLC,
Kerr-McGee  North Sea (U.K.) Limited,  Kerr-McGee  GmbH and Kerr-McGee  Chemical
GmbH, together with any of the Company's  Subsidiaries  designated as a "Foreign
Subsidiary  Borrower" pursuant to and in accordance with Section 2.19(b),  other
than any such Subsidiary that ceases to be a Subsidiary Borrower pursuant to and
in accordance with Section 2.19(c).

         "GAAP" means  generally  accepted  accounting  principles in the United
States of America,  the United  Kingdom or any  Participating  Member State,  as
applicable.

         "Governmental  Authority"  means the government of the United States of
America,  any other  nation or any  political  subdivision  thereof,  including,
without  limitation,  the  European  Union  and the  European  Council,  whether
federal, state or local, and any agency, authority, instrumentality,  regulatory
body,  court,  central bank or other entity exercising  executive,  legislative,
judicial,  taxing,  regulatory  or  administrative  powers  or  functions  of or
pertaining to government.

         "Guarantee" of or by any Person (the "guarantor") means any obligation,
contingent or otherwise,  of the guarantor  guaranteeing  or having the economic
effect of guaranteeing  any Indebtedness or other obligation of any other Person
(the  "primary  obligor") in any manner,  whether  directly or  indirectly,  and
including any obligation of the guarantor,  direct or indirect,  (a) to purchase
or pay (or  advance  or  supply  funds  for the  purchase  or  payment  of) such
Indebtedness  or other  obligation or to purchase (or to advance or supply funds
for the purchase of) any  security for the payment  thereof,  (b) to purchase or
lease property,  securities or services for the purpose of assuring the owner of
such  Indebtedness or other obligation of the payment  thereof,  (c) to maintain
working capital,  equity capital or any other financial  statement  condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness  or other  obligation  or (d) as an account party in respect of any
letter of credit or letter of guaranty  issued to support such  Indebtedness  or
obligation; provided, that the term Guarantee shall not include endorsements for
collection or deposit in the ordinary course of business.

         "Guaranteed  Obligations"  means  all  obligations  of  the  Subsidiary
Borrowers  (i) to each Lender for the full and prompt  payment when due (whether
at the stated  maturity,  by  acceleration  or  otherwise)  of the principal and
interest on each note,  if any,  issued by such  Borrowers to such  Lender,  and
Loans made under this  Agreement,  together with all the other  obligations  and
liabilities  (including,  without  limitation,  indemnities,  fees and  interest
thereon) of the  Subsidiary  Borrowers  to such Lender now existing or hereafter
incurred under,  arising out of or in connection with this Agreement and the due
performance  and  compliance  with  all the  terms,  conditions  and  agreements
contained in this Agreement by the Subsidiary  Borrowers and (ii) to each Lender
and each  Affiliate  of a Lender which  enters into a Hedging  Agreement  with a
Subsidiary  Borrower,  which by its express terms are entitled to the benefit of
the Guaranty of the Company pursuant to Article VII, the full and prompt payment
when due (whether by  acceleration  or  otherwise)  of all  obligations  of such
Subsidiary Borrower owing under such Hedging Agreement, whether now in existence
or hereafter  arising,  and the due  performance  and compliance with all terms,
conditions and agreements contained therein.

         "Hazardous Materials" means all explosive or radioactive  substances or
wastes  and all  hazardous  or toxic  substances,  wastes  or other  pollutants,
including  petroleum or petroleum  distillates,  asbestos or asbestos containing
materials,  polychlorinated  biphenyls,  radon gas, infectious or medical wastes
and all other  substances  or wastes of any  nature  regulated  pursuant  to any
Environmental Law.

         "Hedging  Agreement"  means any  interest  rate  protection  agreement,
foreign currency  exchange  agreement,  commodity price protection  agreement or
other interest or currency exchange rate or commodity price hedging arrangement.

         "Indebtedness"  of any  Person  means,  without  duplication,  (a)  all
obligations  of such Person for  borrowed  money or with  respect to deposits or
advances of any kind,  (b) all  obligations  of such Person  evidenced by bonds,
debentures,  notes or similar  instruments,  (c) all  obligations of such Person
upon which interest  charges are  customarily  paid, (d) all obligations of such
Person under  conditional sale or other title retention  agreements  relating to
property acquired by such Person,  (e) all obligations of such Person in respect
of the  deferred  purchase  price of  property or  services  (excluding  current
accounts  payable  incurred  in  the  ordinary  course  of  business),  (f)  all
Indebtedness of others secured by (or for which the holder of such  Indebtedness
has an existing  right,  contingent or otherwise,  to be secured by) any Lien on
property  owned or  acquired  by such  Person,  whether or not the  Indebtedness
secured  thereby  has  been  assumed,  (g)  all  Guarantees  by such  Person  of
Indebtedness of others,  (h) all Capital Lease  Obligations of such Person,  (i)
all obligations,  contingent or otherwise, of such Person as an account party in
respect of letters of credit and  letters of guaranty  and (j) all  obligations,
contingent or otherwise, of such Person in respect of bankers' acceptances,  (k)
all production payments,  proceeds production payments or similar obligations of
such Person,  and (l) the net amount of obligations of such Person under Hedging
Agreements. The Indebtedness of any Person shall include the Indebtedness of any
other  entity  (including  any  partnership  in which  such  Person is a general
partner)  to the  extent  such  Person  is liable  therefor  as a result of such
Person's ownership interest in or other relationship with such entity, except to
the extent the terms of such Indebtedness provide that such Person is not liable
therefor.

         "Indemnified  Taxes"  means  Taxes  other  than,  with  respect  to the
Administrative  Agent,  any Lender or any other  recipient  of any payment to be
made  by or on  account  of any  obligation  of the  Company  or any  Subsidiary
Borrower  hereunder,  (a) income or franchise  taxes imposed on (or measured by)
its net income by the United States of America, or by the jurisdiction under the
laws of which such  recipient is organized or in which its  principal  office is
located or, in the case of any Lender, in which its applicable lending office is
located, (b) any branch profits taxes imposed by the United States of America or
any  similar  tax  imposed by any other  jurisdiction  in which any  Borrower is
located and (c) in the case of a Foreign Lender (other than an assignee pursuant
to a request by the Company under Section  2.16(b) or 2.18(d)),  any withholding
tax that is imposed on amounts  payable to such Foreign  Lender at the time such
Foreign  Lender  becomes a party to this  Agreement (or designates a new lending
office) or is  attributable  to such  Foreign  Lender's  failure to comply  with
Section 2.14(e), except to the extent that such Foreign Lender (or its assignor,
if any) was entitled,  at the time of  designation  of a new lending  office (or
assignment), to receive additional amounts from the Company with respect to such
withholding tax pursuant to Section 2.14(a).

         "Interest Election Request" means a request by a Borrower to convert or
continue a Borrowing in accordance with Section 2.05.

         "Interest  Expense" shall mean, as to the Company and its  Subsidiaries
on a consolidated basis and for any period, without duplication,  total interest
expenses,  whether  paid or  accrued  as  liabilities  (including  the  interest
component  of  Capital  Lease  Obligations),  with  respect  to all  outstanding
Indebtedness,  including,  without  limitation,  all commissions,  discounts and
other fees and charges owed with  respect to any  financing or letters of credit
and net costs  under any  Hedging  Agreement  to the extent  that such costs are
included within interest expense under GAAP.

         "Interest  Payment  Date" means (a) with  respect to any ABR Loan,  the
last day of each March,  June,  September and December,  and (b) with respect to
any CD Loan,  EURIBOR Loan or LIBOR Loan,  the last day of the  Interest  Period
applicable  to the  Borrowing of which such Loan is a part and, in the case of a
EURIBOR  Borrowing or a LIBOR  Borrowing,  with an Interest  Period of more than
three months' duration or a CD Borrowing with an Interest Period of more than 90
days'  duration,  each day prior to the last day of such  Interest  Period  that
occurs at intervals of three months' duration or 90 days' duration,  as the case
may be, after the first day of such Interest Period.

         "Interest  Period"  means (a) with respect to any EURIBOR  Borrowing or
LIBOR Borrowing,  the period commencing on the date of such Borrowing and ending
on the  numerically  corresponding  day in the calendar  month that is one, two,
three or six months  thereafter,  or (if available to all Lenders) ending on the
day that is one,  two or three weeks  thereafter,  as the Company may elect and,
(b) with respect to any CD Borrowing,  the period commencing on the date of such
Borrowing  and ending  30, 60, 90 or 120 days  thereafter,  as the  Company  may
elect; provided, that (i) if any Interest Period would end on a day other than a
Business  Day,  such  Interest  Period shall be extended to the next  succeeding
Business Day unless,  in the case of a EURIBOR  Borrowing or a LIBOR  Borrowing,
such next  succeeding  Business Day would fall in the next  calendar  month,  in
which case such Interest Period shall end on the immediately  preceding Business
Day, and (ii) any Interest Period  pertaining to a EURIBOR  Borrowing or a LIBOR
Borrowing  that  commences on the last Business Day of a calendar month (or on a
day for which there is no  numerically  corresponding  day in the last  calendar
month of such  Interest  Period)  shall end on the last Business Day of the last
calendar  month of such  Interest  Period.  For purposes  hereof,  the date of a
Borrowing  initially  shall  be the  date on which  such  Borrowing  is made and
thereafter  shall  be the  effective  date  of the  most  recent  conversion  or
continuation of such Borrowing.

         "Joinder  Agreement"  means a Joinder  Agreement,  substantially in the
form of Exhibit C hereto,  duly  executed  and  delivered by the Company and the
Subsidiary Borrower party thereto.

         "Kerr-McGee  Chemical GmbH" means  Kerr-McGee  Chemical GmbH, a company
duly formed with limited liability in the Federal Republic of Germany.

         "Kerr-McGee   Credit  LLC"  means  Kerr-McGee  Credit  LLC,  a  limited
liability company organized under the laws of Delaware.

         "Kerr-McGee  (G.B.)  Limited"  means   Kerr-McGee  (G.B.)   Limited,  a
company  organized  under the laws of England.

         "Kerr-McGee  GmbH" means  Kerr-McGee  GmbH,  a company duly formed with
limited liability in the Federal Republic of Germany.

         "Kerr-McGee  North Sea (U.K.)  Limited"  means   Kerr-McGee   North Sea
(U.K.) Limited,  a company  organized under the laws of England.

         "Kerr-McGee  Oil  (U.K.)  PLC" means    Kerr-McGee   Oil (U.K.)  PLC, a
company  organized  under the laws of England.  

         "Kerr-McGee  Resources  (U.K.)  Limited"  means   Kerr-McGee  Resources
(U.K.) Limited,  a company  organized under the laws of England.

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

         "LIBOR",  when used in  reference to any Loan or  Borrowing,  indicates
that such Loan, or the Loans comprising such Borrowing,  are bearing interest at
a rate  determined  by  reference to the  Adjusted  Eurodollar  LIBO Rate or the
Adjusted Sterling LIBO Rate, as the case may be.

         "LIBO  Rate"  means,  with  respect  to any  LIBOR  Borrowing,  for any
Interest Period,  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  or  Sterling   deposits,   as
applicable,  in each case 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 or Sterling  deposits,  as applicable,
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 "LIBO Rate" with respect
to such LIBOR  Borrowing  for such  Interest  Period shall be the average of the
respective rates (rounded upwards if necessary, to the next 1/16 of 1%) at which
Dollar deposits or Sterling deposits,  as applicable,  of 5,000,000 units of the
applicable  currency and for a maturity  comparable to such Interest  Period are
offered by the principal  London office of the  Reference  Banks 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.

         "Lien"  means,  with respect to any asset,  (a) any  mortgage,  deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such  asset  and (b) the  interest  of a vendor  or a lessor  under any
conditional sale agreement,  capital lease or title retention  agreement (or any
financing  lease having  substantially  the same  economic  effect as any of the
foregoing) relating to such asset.

         "Loans" means the loans made by the Lenders to any Borrower pursuant to
this Agreement and includes both Revolving Loans and Term Loans.

         "Margin  Stock"  means,  "margin  stock"  as such  term is  defined  in
Regulation T, U or X of the Board.

         "Material  Adverse  Effect" means a material  adverse effect on (a) the
business, assets, operations, prospects or condition, financial or otherwise, of
the  Company  and its  Consolidated  Subsidiaries  taken  as a whole  or (b) the
ability of the Company to perform any of its obligations under this Agreement.

         "Material Financial  Obligation(s)" means a principal or face amount of
Indebtedness of the Company and/or one or more of its Subsidiaries  exceeding in
the aggregate (a) $10,000,000  prior to the Effective  Modification Date and (b)
$50,000,000 on or after the Effective Modification Date.

         "Material Subsidiary" means, at any time, any Subsidiary of the Company
either (a) meeting the definition of a "significant  subsidiary" with respect to
the Company  contained as of the date hereof in Regulation S-X of the SEC or (b)
constituting a Subsidiary Borrower.

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

         "Multiemployer Plan" means any employee pension benefit plan within the
meaning of Section  4001(a)(3) of ERISA or any employee  pension benefit plan as
to which  the  Company  or any of its ERISA  Affiliates  would be  treated  as a
contributing  employer  under  Section  4212(c)  of  ERISA  if  it  were  to  be
terminated.

         "National  Currency" or "NC" means the lawful  currency (other than the
Euro) of any  Participating  Member  State,  which  is  freely  transferable  in
accordance  with EMU  Legislation and in which dealings in deposits of which are
carried out in the Euro-zone  interbank  market,  and, when used in reference to
any Loan or Borrowing,  indicates that such Loan, or the Loans  comprising  such
Borrowing,  are denominated in a National Currency.  Any given National Currency
shall  be  available  hereunder  only  as  and to the  extent  permitted  by EMU
Legislation.

         "Non-Extending  Lender"  has  the  meaning  ascribed thereto in Section
2.18.

         "Notice Schedule" means  the  schedule  of  addresses for notice of the
Lenders attached as Schedule C.

         "Oryx Facility" means the $500,000,000  Revolving Credit Facility dated
October 17, 1997 with Oryx Energy  Company,  as borrower,  NationsBank of Texas,
N.A., as  administrative  agent,  NationsBank  Montgomery  Securities,  Inc., as
arranger,  Chase  Securities Inc., as syndication  agent,  Barclays Bank PLC, as
documentation agent, and the lenders party thereto.

         "Oryx  Merger"  means the merger  between  the  Company and Oryx Energy
Company as  described in the  Agreement  and Plan of Merger,  dated  October 14,
1998, between the Company and Oryx Energy Company.

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

         "Participating  Member State" shall mean each member state so described
in any legislative  measures of the European  Council for the  introduction  of,
changeover to, or operation of, a single or unified  European  currency being in
part the implementation of the third stage of the economic and monetary union as
contemplated in the EC Treaty.

         "Payment Currency" has the meaning ascribed thereto in Section 10.13.

         "PBGC" means the Pension Benefit Guaranty  Corporation  referred to and
defined in ERISA and any successor  entity  performing  similar  functions under
ERISA.

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

         "Plan"  means  any  employee   pension   benefit  plan  (other  than  a
Multiemployer  Plan)  subject to the  provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA,  and in respect of which the Company or
any ERISA  Affiliate is (or, if such plan were  terminated,  would under Section
4069 of ERISA be deemed to be) an  "employer"  as  defined  in  Section  3(5) of
ERISA.

         "Pricing Schedule"  means the Pricing Schedule attached as Schedule B.

         "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, tangible or intangible.

         "Rating" means each rating with respect to the Company's Rating Debt as
determined from time to time by each Rating Agency.  In each  occurrence  within
this  Agreement  (and the  Schedules)  where the possible  Levels of Ratings are
indicated,  the first listed Rating is the Rating available from S&P and/or Duff
& Phelps and the second listed Rating is the Rating available from Moody's.

         "Rating Agencies" shall mean Duff & Phelps, Moody's and S&P.

         "Rating  Debt" means  senior,  unsecured,  long-term  indebtedness  for
borrowed  money of the Company  that is not  guaranteed  by any other  Person or
subject to any other credit enhancement.

         "RBC" means Royal Bank of Canada,  a Canadian  chartered  bank,  in its
individual capacity.

         "Reference  Banks" means Royal Bank of Canada,  ABN AMRO Bank N.V., and
NationsBank, N.A.

         "Refunding  Borrowing"  means any  Borrowing or that  portion  thereof,
which, after application of the proceeds thereof,  results in no net increase in
the outstanding principal amount of Loans made by the Lenders to any Borrower.

         "Register" has the meaning set forth in Section 10.04.

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

         "Required  Lenders" means, at any time, Lenders having Credit Exposures
and  unused  Commitments  representing  66 2/3% or more of the sum of the  total
Credit Exposures and unused Commitments at such time.

         "Reserve Rate" means a fraction (expressed as a decimal), the numerator
of which is the number one and the  denominator of which is the number one minus
the  aggregate  of the maximum  reserve  percentages  (including  any  marginal,
special,  emergency or supplemental reserves) expressed as a decimal established
by the Board,  the  Financial  Services  Authority of the United  Kingdom or any
other Governmental  Authority performing similar functions and with jurisdiction
over the Lenders  (a) with  respect to the  Adjusted CD Rate for new  negotiable
nonpersonal   time  deposits  in  Dollars  of  over  $100,000  with   maturities
approximately  equal to the applicable  Interest Period, and (b) with respect to
EURIBOR or the LIBO Rate for  funding of  Borrowings  denominated  in Dollars or
Alternate  Currencies  (currently  referred to as "Eurocurrency  Liabilities" in
Regulation D of the Board).  To the extent any Loans are subject to such reserve
requirements the amount of such reserve requirements shall be calculated without
benefit of or credit for proration,  exemptions or offsets that may be available
from time to time to any Lender under the  applicable  regulations.  The Reserve
Rate shall be  adjusted  automatically  on and as of the  effective  date of any
change in any reserve percentage.

         "Restricted  Property",  to  the  extent  of  the  Company's  direct or
indirect interest therein, means:

                  (a)  any  property  interest  owned  by  the  Company  or  any
         Consolidated Subsidiary in reserves of oil, gas or other minerals which
         are "proved reserves", as defined in the regulations promulgated by the
         SEC or, in the absence of any  applicable  definition,  reserves  which
         geological,   geophysical  and  engineering   data   demonstrate   with
         reasonable  certainty  to be  recoverable  in future  years  from known
         reservoirs   or  deposits   under   existing   economic  and  operating
         conditions,  i.e.  existing  prices (with  consideration  of changes in
         existing prices provided by contractual arrangements) and costs; and

                  (b) any  manufacturing  property and related  equipment of the
         Company or any Consolidated Subsidiary.

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

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

         "Revolving Loan Maturity Date" means the later of (a) February 25, 2000
and (b) if maturity is extended pursuant to Section 2.18, such extended maturity
date as determined pursuant to such Section.

         "Rolling Period" means any period of four consecutive Fiscal Quarters.

         "Royal Bank Prime Rate" means the rate of interest per annum determined
by RBC,  acting through its New York Branch,  in New York City from time to time
in its sole discretion as its Dollar prime commercial lending rate for such day.

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

         "SEC" means United States  Securities  and  Exchange  Commission or any
successor entity.

         "Sterling"  means  Great  Britain  Pounds  Sterling  and,  when used in
reference  to any Loan or  Borrowing,  indicates  that such  Loan,  or the Loans
comprising such Borrowing, are denominated in Great Britain Pounds Sterling.

         "Stockholders'   Equity"   means,   at  any  date,   the   consolidated
stockholders'  equity of the Company and its Consolidated  Subsidiaries as would
be shown on a balance sheet prepared in accordance with GAAP of such date.

         "Subsidiary"  means,  with  respect  to any  Person  at any  date,  any
corporation, limited liability company, partnership, association or other entity
the  accounts  of which would be  consolidated  with those of such Person in its
consolidated  financial statements if such financial statements were prepared in
accordance with GAAP as of such date, as well as any other corporation,  limited
liability  company,  partnership,  association  or  other  entity  (a) of  which
securities or other ownership interests representing more than 50% of the equity
or more than 50% of the Voting Stock or, in the case of a partnership, more than
50% of the general partnership interests are, as of such date, owned, Controlled
or held, or (b) that is, as of such date, otherwise  Controlled,  by such Person
or one or more  Subsidiaries  of such  Person or by such  Person and one or more
Subsidiaries of such Person.

         "Subsidiary Borrower" means any  Domestic  Subsidiary  Borrower  or any
Foreign Subsidiary Borrower.

         "TARGET" means the Trans-European Automated Real-time Gross  Settlement
Express Transfer system.

         "TARGET Business Day" means any Business Day that is not a day on which
TARGET is authorized or required by law to remain closed.

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

         "Term  Loan" means a Revolving  Loan that is  converted  to a term Loan
pursuant to Section 2.21.

         "Total  Indebtedness" shall mean, at any time and without  duplication,
(a) all obligations of the Company and its Subsidiaries on a consolidated  basis
for borrowed  money and any other  obligations  evidenced by bonds,  debentures,
notes, or other similar  instruments  plus (b) all Guarantees by the Company and
its Subsidiaries on a consolidated basis of the type of obligations described in
clause (a) of this definition.

         "Transactions" means the execution, delivery and performance by each of
the  Borrowers  of this  Agreement,  the  borrowing  of Loans and the use of the
proceeds thereof.

         "Type",  when used in  reference  to any Loan or  Borrowing,  refers to
whether  the rate of  interest  on such Loan,  or on the Loans  comprising  such
Borrowing,  is determined by reference to the Adjusted Eurodollar LIBO Rate, the
Adjusted  Sterling LIBO Rate,  the Adjusted CD Rate,  the Alternate Base Rate or
Adjusted EURIBOR.

         "U.K.  Double  Taxation  Treaty" shall mean any convention  between the
government of the United  Kingdom and any other  government for the avoidance of
double  taxation and the  prevention of fiscal  evasion with respect to taxes on
income and capital gains.

         "U.K. Tax Act" means the United Kingdom  Income and  Corporation  Taxes
Act of 1988, as amended from time to time, or any  successor  statute,  together
with all  regulations  and  interpretations  thereof or thereunder by the United
Kingdom Inland Revenue (or any successor).

         "Unfunded  Benefit  Liabilities"  means the "amount of unfunded benefit
liabilities" as defined in Section 4001(a)(18) of ERISA).

         "U.S.  Double  Taxation  Treaty" shall mean any convention  between the
government  of the United States and any other  government  for the avoidance of
double  taxation and the  prevention of fiscal  evasion with respect to taxes on
income and capital gains.

         "Voting  Stock" means  capital  stock of any class or classes  (however
designated)  having  ordinary  voting power for the election of directors of the
Company, other than stock having such power only by reason of the happening of a
contingency.

         SECTION 1.02.  Classification of Loans and Borrowings.  For purposes of
this Agreement,  the term "Borrowing" denotes the aggregation of Loans of one or
more Lenders to be made to a single Borrower  pursuant to Article II on a single
date and for a single Interest Period. Borrowings are classified for purposes of
this  Agreement  by  reference to the Type of Loans  comprising  such  Borrowing
(e.g.,  a "Sterling  LIBOR  Borrowing")  or the Class of Loans  comprising  such
Borrowing  (e.g.,  a  "Revolving  Borrowing")  or the  Type  and  Class of Loans
comprising such Borrowing (e.g., a "Sterling LIBOR Revolving Borrowing").  Loans
are  classified for purposes of this Agreement by reference to the Class of such
Loans  (e.g.,  a "Revolving  Loan") or the Type of such Loan (e.g.,  a "Sterling
LIBOR Loan") or the Type and Class (e.g., a "Sterling LIBOR Revolving Loan").

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

         SECTION  1.04.  Accounting  Terms;  GAAP.  Unless  otherwise  specified
herein,  all accounting  terms used herein shall be interpreted,  all accounting
determinations hereunder shall be made, and all financial statements required to
be delivered  hereunder  shall be prepared in accordance with GAAP, as in effect
from time to time,  applied on a basis consistent  (except for changes concurred
in by  the  Company's  independent  public  accountants  and  disclosed  in  the
financial  statements)  with  the most  recent  audited  consolidated  financial
statements  of the Company and its  Consolidated  Subsidiaries  delivered to the
Lenders.

         SECTION 1.05. Euros as Payment for National Currencies.  Subject to any
applicable  EMU  Legislation,  with  respect  to each  Loan made  hereunder  and
denominated in a National  Currency,  it is agreed that the applicable  Borrower
may make any payment with respect thereto,  whether of principal or interest, in
either such National Currency or in Euros, and if in Euros, then in an amount in
Euros equal to the applicable  National Currency calculated pursuant to the then
applicable  conversion rate between the Euro and such National  Currency.  As of
December 31, 1998,  the European  Council  caused the  conversion  rates for the
National Currencies and the Euro to be irrevocably fixed.

         SECTION  1.06.  Calculation  of  Dollar  Equivalent  Amounts.  For  all
purposes of this  Agreement  where it is or becomes  necessary to calculate  the
amount of availability of the Commitments,  the Domestic Available Amount or the
Foreign Available Amount or, in connection therewith,  the outstanding amount of
the Loans,  the  Revolving  Credit  Exposure or the Credit  Exposure,  each such
calculation shall be made in accordance with the context of how any such term is
used, by determining the Dollar amount,  the Dollar Equivalent of the applicable
Alternative  Currencies  or  the  sum of  the  Dollar  amount  plus  the  Dollar
Equivalent of the applicable Alternate Currencies, as applicable.


                                   ARTICLE II

                                   The Credits

         SECTION  2.01.  Commitments.  Subject to the terms and  conditions  set
forth herein,  each Lender  severally  agrees to (i) make Revolving Loans (a) to
the Company and the Domestic Subsidiary Borrowers or any one or more of them, up
to the Domestic Available Amount, and (b) to the Foreign Subsidiary Borrowers or
any one or more of them, up to the Foreign Available  Amount,  from time to time
during the  Availability  Period in an aggregate  principal amount that will not
result in such  Lender's  Revolving  Credit  Exposure  exceeding  such  Lender's
Commitment;  and (ii) at the election of the Company,  to convert the  principal
amount of any  Revolving  Loans  remaining  outstanding  on the  Revolving  Loan
Maturity  Date to Term  Loans.  Within the  foregoing  limits and subject to the
terms and  conditions  set forth  herein,  any  Borrower  may make more than one
Borrowing  on any Business  Day and may borrow,  prepay and  reborrow  Revolving
Loans.

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

                  (b) Subject to Section 2.11, each Revolving Borrowing shall be
made  entirely in LIBOR  Loans,  EURIBOR  Loans,  CD Loans or ABR Loans,  as the
Company may request in accordance herewith. Each Lender, at its option, may make
any LIBOR Loan or EURIBOR  Loan by causing  any  domestic  or foreign  branch or
Affiliate of such Lender to make such Loan;  provided  that any exercise of such
option shall not affect the obligation of a Borrower to repay such Loans made to
it in accordance  with the terms of this  Agreement;  and provided  further that
each Lender shall have an office, or a branch,  or an Affiliate  available to it
and located in the appropriate  jurisdiction  through which such Lender can make
any Eurodollar Loan or any Loan denominated in an Alternate Currency as required
under this Agreement.

                  (c) At the  commencement  of each initial  Interest Period for
(i) any  Borrowing  comprised of LIBOR Loans,  EURIBOR  Loans or CD Loans,  such
Borrowing  shall be in an  aggregate  amount  that is an  integral  multiple  of
1,000,000 units of the applicable  currency thereof and not less than 10,000,000
units of such currency.  At the time that each Borrowing  comprised of ABR Loans
is made,  such  Borrowing  shall be in an  aggregate  amount that is an integral
multiple of  $1,000,000  and not less than  $10,000,000;  provided that such ABR
Borrowing  may be in an  aggregate  amount  that is equal to the  entire  unused
balance of the Domestic  Available Amount or the Foreign  Available  Amount,  as
applicable. Borrowings of more than one Type and Class may be outstanding at the
same time; provided that there shall not at any time be more than a total of ten
CD, EURIBOR and LIBOR Borrowings outstanding.

                  (d) Notwithstanding any other provision of this Agreement, (i)
the  Company,  on behalf of itself or any  Borrower,  shall not be  entitled  to
request, or to elect to convert (except for a conversion to a Term Loan pursuant
to Section  2.21) or  continue,  any  Revolving  Loan  Borrowing if the Interest
Period  requested  with  respect  thereto  would end after  the  Revolving  Loan
Maturity Date and (ii) the Company,  on behalf of itself or any Borrower,  shall
not be entitled to request, or elect to convert or continue,  any Term Borrowing
if the Interest Period  requested with respect thereto would end after the Final
Maturity Date.

         SECTION 2.03. Requests for Revolving Borrowings. To request a Revolving
Borrowing,  the Company shall notify the Administrative Agent of such request by
hand delivery or telecopy of a Borrowing Request or by telephone (a) in the case
of a Eurodollar LIBOR Borrowing,  not later than 11:00 a.m., New York City time,
three Business Days before the date of the proposed  Borrowing,  (b) in the case
of a Sterling LIBOR Borrowing or a EURIBOR Borrowing, not later than 11:00 a.m.,
New  York  City  time,  four  Business  Days  before  the  date of the  proposed
Borrowing,  (c) in the case of a CD  Borrowing,  not later than 11:00 a.m.,  New
York City time, two Business Days before the date of the proposed Borrowing, and
(d) in the case of an ABR  Borrowing,  not later than 11:00 a.m.,  New York City
time,  one  Business Day before the date of the  proposed  Borrowing.  Each such
telephonic  Borrowing  Request  shall be  irrevocable  and  shall  be  confirmed
promptly by hand delivery or telecopy to the  Administrative  Agent of a written
Borrowing Request in a form approved by the  Administrative  Agent and signed by
the Company.  Each such telephonic and written  Borrowing  Request shall specify
the following information in compliance with Section 2.02:

                  (i)  the applicable Borrower;

                  (ii)  the aggregate amount of the requested Borrowing;

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

                  (iv)  whether  such  Borrowing  is to be made in Dollars or an
         Alternate Currency, and if such Borrowing is to be made in an Alternate
         Currency, which Alternate Currency;

                  (v) whether  such  Borrowing is to be a CD  Borrowing,  an ABR
         Borrowing, a EURIBOR Borrowing or a LIBOR Borrowing;

                  (vi) in the case of a CD  Borrowing,  a EURIBOR  Borrowing  or
         LIBOR Borrowing,  the initial Interest Period to be applicable thereto,
         which  shall be a period  contemplated  by the  definition  of the term
         "Interest Period"; and

                  (vii) the  location  and number of the  applicable  Borrower's
         account to which funds are to be disbursed, which shall comply with the
         requirements of Section 2.04.

If no election as to the Type of any Revolving Borrowing  denominated in Dollars
is specified,  then the requested Revolving Borrowing shall be an ABR Borrowing.
If no Interest  Period is specified with respect to any requested CD, EURIBOR or
LIBOR Revolving Borrowing,  then the Company shall be deemed to have selected an
Interest  Period of 30 days'  duration,  in the case of a CD  Borrowing,  or one
month's duration, in the case of a EURIBOR Borrowing or a LIBOR Borrowing. If no
election as to the  currency of the  Borrowing  is  specified,  then the Company
shall be deemed to have  selected  Dollars;  provided  that in no event  shall a
Borrowing deemed to be denominated in Dollars bear interest at a rate other than
the Adjusted  Eurodollar  LIBO Rate,  the Adjusted CD Rate or the Alternate Base
Rate.  Promptly following receipt of a Borrowing Request in accordance with this
Section,  the  Administrative  Agent  shall  advise  each  Lender of the details
thereof  and of the  amount  of  such  Lender's  Loan  to be made as part of the
requested Borrowing.

         SECTION 2.04.  Funding of  Borrowings.  (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately  available  funds by 12:00 noon,  New York City time, in the case of
Dollar  Borrowings,  and by 12:00 noon,  London time,  in the case of Borrowings
denominated in an Alternate  Currency,  to the applicable Agency Account for the
account of the  applicable  Borrower.  The  Administrative  Agent will make such
Loans available to the applicable  Borrower by promptly crediting the amounts so
received,  in like  funds,  to an account  of such  Borrower  designated  by the
Company in the applicable Borrowing Request.

                  (b) Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing  that such Lender will
not make  available  to the  Administrative  Agent such  Lender's  share of such
Borrowing,  the  Administrative  Agent may assume that such Lender has made such
share  available on such date in accordance  with  paragraph (a) of this Section
and may, in reliance  upon such  assumption,  make  available to the  applicable
Borrower a corresponding amount. In such event, if a Lender has not in fact made
its share of the applicable  Borrowing  available to the  Administrative  Agent,
then the applicable Lender and the applicable Borrower severally agree to pay to
the  Administrative  Agent  forthwith on demand such  corresponding  amount with
interest  thereon,  for each day from and including the date such amount is made
available to the applicable Borrower to but excluding the date of payment to the
Administrative  Agent,  at (i) in the case of such  Lender,  the  greater of the
Federal Funds Effective Rate and a rate determined by the  Administrative  Agent
in accordance with banking  industry rules on interbank  compensation or (ii) in
the case of the applicable Borrower,  the interest rate applicable to ABR Loans.
If such Lender pays such amount to the  Administrative  Agent,  then such amount
shall constitute such Lender's Loan included in such Borrowing.

         SECTION  2.05.  Interest   Elections.   (a)  Each  Revolving  Borrowing
initially  shall be of the Type  specified in the applicable  Borrowing  Request
and, in the case of a CD, EURIBOR or LIBOR  Revolving  Borrowing,  shall have an
initial Interest Period as specified in such Borrowing Request.  Thereafter, the
Company may elect to convert such  Borrowing to a different  Type or to continue
such Borrowing and, in the case of a CD, EURIBOR or LIBOR  Borrowing,  may elect
Interest  Periods  therefor,  all as provided in this  Section.  The Company may
elect  different  options  with  respect to  different  portions of the affected
Borrowing,  in which case each such portion shall be allocated ratably among the
Lenders holding the Loans  comprising such Borrowing,  and the Loans  comprising
each such portion shall be considered a separate Borrowing.

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

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

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

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

                  (iii)  whether  the  resulting  Borrowing  is  to  be  an  ABR
         Borrowing, a CD Borrowing, a EURIBOR Borrowing or a LIBOR Borrowing;

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

If any such  Interest  Election  Request  requests  a CD  Borrowing,  a  EURIBOR
Borrowing or a LIBOR Borrowing,  but does not specify an Interest  Period,  then
the Company  shall be deemed to have  selected  an  Interest  Period of 30 days'
duration, in the case of a CD Borrowing, or one month's duration, in the case of
a EURIBOR Borrowing or a LIBOR Borrowing.

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

                  (e) If the Company fails to deliver a timely Interest Election
Request with respect to a CD Borrowing, a EURIBOR Borrowing or a LIBOR Borrowing
prior to the end of the Interest Period  applicable  thereto,  then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period,  (i)
if such  Borrowing is  denominated  in Dollars,  it shall be converted to an ABR
Borrowing and (ii) if such Borrowing is  denominated  in an Alternate  Currency,
the Company shall be deemed to have  selected an Interest  Period of one month's
duration.  Notwithstanding any contrary provision hereof, if an Event of Default
has occurred and is continuing and the  Administrative  Agent, at the request of
the Required  Lenders,  so notifies the  Company,  then,  so long as an Event of
Default is continuing (i) no outstanding Borrowing denominated in Dollars may be
converted to or continued as a CD Borrowing or a LIBOR Borrowing and (ii) unless
repaid, (A) in the case of Borrowings  denominated in Dollars, each CD Borrowing
and each LIBOR  Borrowing  shall be converted to an ABR  Borrowing at the end of
the  Interest  Period  applicable  thereto,  and (B) in the  case of  Borrowings
denominated  in an  Alternate  Currency,  the  Company  shall be  deemed to have
selected an Interest Period of one month's duration.

         SECTION 2.06.  Termination or Reduction of Commitments.

                  (a)  Unless   previously   terminated  the  Commitments  shall
terminate on the Revolving Loan Maturity Date as provided in Section 2.21.

                  (b) The  Company  may at any time  terminate,  or from time to
time reduce, the Commitments with such reductions applicable in whole or in part
to the Domestic  Available Amount or the Foreign Available Amount, at the option
of the Company;  provided that (i) each reduction of the Commitments shall be in
an  amount  that  is an  integral  multiple  of  $5,000,000  and not  less  than
$20,000,000  and (ii) the Company shall not terminate or reduce the  Commitments
if, after giving effect to any concurrent  prepayment of the Loans in accordance
with Section 2.08, (A) the sum of the Revolving  Credit  Exposures  would exceed
the  total  Commitments,  (B)  with  respect  to the  Company  and the  Domestic
Subsidiary Borrowers,  the sum of the Revolving Credit Exposures attributable to
such Borrowers would exceed the Domestic  Available Amount, and (C) with respect
to the Foreign Subsidiary  Borrowers,  the sum of the Revolving Credit Exposures
attributable to such Borrowers would exceed the Foreign Available Amount.

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

         SECTION 2.07.  Repayment of Loans;  Evidence of Debt. (a) Each Borrower
hereby  unconditionally  promises to pay (i) to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each of its Revolving
Loans on the  Revolving  Loan  Maturity  Date  (unless  converted  to Term Loans
pursuant to Section 2.21) and (ii) to the  Administrative  Agent for the account
of each Lender the then unpaid  principal  amount of each Term Loan on the Final
Maturity Date; provided, that the Revolving Loans made by a Non-Extending Lender
shall be repaid as provided in Section 2.18.

                  (b) Each Lender shall  maintain in  accordance  with its usual
practice an account or accounts  evidencing the indebtedness of each Borrower to
such  Lender  resulting  from each Loan  made by such  Lender to such  Borrower,
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,  the Class and Type
thereof  and the  Interest  Period  applicable  thereto,  (ii) the amount of any
principal  or interest  due and  payable or to become due and payable  from each
Borrower to each Lender  hereunder  and (iii) the amount of any sum  received by
the  Administrative  Agent  hereunder  from a  Borrower  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 each 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 such event,  the  applicable  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 10.04) 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).

                  (f) Any Loan made hereunder  shall be repaid by the applicable
Borrower or Borrowers in the currency that such Loan was originally  denominated
or deemed to be denominated;  provided,  however, that any Loan denominated in a
National Currency may be repaid in Euros in accordance with Section 1.05.

         SECTION  2.08.  Prepayment  of Loans.  (a) Any Borrower  shall have the
right at any time and from time to time to prepay any  Borrowing  in whole or in
part,  subject to prior notice in accordance with paragraph (b) of this Section;
provided that each  prepayment  of a Borrowing  shall be in an amount that is an
integral multiple of $1,000,000 and not less than $10,000,000.

                  (b) The applicable  Borrower  shall notify the  Administrative
Agent  by  telephone  (confirmed  immediately  by  telecopy)  of any  prepayment
hereunder  (i) in the case of prepayment  of a Eurodollar  Borrowing,  not later
than 11:00  a.m.,  New York City time,  three  Business  Days before the date of
prepayment,  (ii) in the case of prepayment of a Sterling  LIBOR  Borrowing or a
EURIBOR Borrowing,  not later than 11:00 a.m., New York City time, four Business
Days  before the date of  prepayment,  (iii) in the case of  prepayment  of a CD
Borrowing,  not later than 11:00 a.m.,  New York City time,  two  Business  Days
before  the  date of  prepayment,  or (iv) in the case of  prepayment  of an ABR
Borrowing,  not later than 11:00  a.m.,  New York City time,  one  Business  Day
before the date of prepayment.  Each such notice shall be irrevocable  and shall
specify  the  prepayment  date and the  principal  amount of each  Borrowing  or
portion thereof to be prepaid; provided that, if a notice of prepayment is given
in connection  with a conditional  notice of termination  of the  Commitments as
contemplated  by Section 2.06,  then such notice of prepayment may be revoked if
such notice of termination is revoked in accordance with Section 2.06.  Promptly
following receipt of any such notice relating to a Borrowing, the Administrative
Agent shall advise the Lenders of the contents thereof.  Each partial prepayment
of any Borrowing shall be in an amount that would be permitted in the case of an
advance  of a  Borrowing  of the same Type as  provided  in Section  2.02.  Each
prepayment of a Borrowing  shall be applied ratably to the Loans included in the
prepaid  Borrowing.  Prepayments shall be accompanied by accrued interest to the
extent  required by Section 2.10.  Each  prepayment  shall include break funding
payments to the extent required by Section 2.13.

                  (c) In the event that (i) the  aggregate  principal  amount of
all Loans under this Agreement exceeds the total aggregate Lenders' Commitments;
(ii) the  aggregate  principal  amount of all Loans made to the  Company and the
Domestic  Subsidiary  Borrowers exceeds the Domestic  Available Amount; or (iii)
the  aggregate  principal  amount of all Loans  made to the  Foreign  Subsidiary
Borrowers  exceeds the Foreign  Available  Amount; in each case as determined by
the aggregate of all applicable  Dollar  Borrowings and the Dollar Equivalent of
all applicable  Alternate Currency  Borrowings on the first Business Day of each
month then, at the request of the  Administrative  Agent, the Company shall, and
shall cause each  Subsidiary  Borrower to,  prepay (A) in the case of clause (i)
above,  immediately,  and (B) in the case of clauses (ii) or (iii) above, within
three Business Days of such request,  an amount equal to the excess described in
clauses (i),  (ii), and (iii) above,  as  applicable,  or in the case of clauses
(ii) and (iii) above,  provide cash collateral by making a deposit in an account
with the Administrative  Agent, in the name of the Administrative  Agent and for
the benefit of the Lenders,  of an amount in cash and in the same currency so as
to equal  such  excess as of such  date plus any  accrued  and  unpaid  interest
thereon,  which cash  collateral  shall be  collaterally  assigned  as  security
pursuant to the Cash  Collateral  Account  Agreement,  which  agreement shall be
executed  and   delivered  by  the   Borrowers  to  the   Administrative   Agent
contemporaneously  with the payment of such cash  collateral;  provided that the
obligation to deposit such cash collateral shall become  effective  immediately,
and such deposit shall become  immediately  due and payable,  without  demand or
other  notice of any kind,  upon the  occurrence  of any Event of  Default  with
respect to any  Borrower  described in clause (h) or (i) of Article  VIII.  Such
deposit shall be held by the Administrative  Agent as collateral for the payment
and performance of the  obligations of the Borrowers  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  Borrowers'
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 satisfy  obligations of
the Borrowers  under this  Agreement.  If any Borrower is required to provide an
amount  of  cash  collateral  hereunder  as a  result  of  a  request  from  the
Administrative  Agent for a prepayment  under this Section,  such amount (to the
extent not applied as aforesaid) shall be returned to such Borrower within three
Business  Days after the earlier of (x) the first  Business  Day of a month that
the  Administrative  Agent  determines  that such cash  collateral  is no longer
required  pursuant to the terms of the first  sentence of this Section and (y) a
prepayment of the Loans in an amount equal to such cash collateral.

         (d) If the Borrowers' fail to satisfy any one or more of the conditions
precedent set forth in Section 4.02 for any Refunding Borrowing, the Company and
each  Subsidiary  Borrower shall repay its Loans (i) in the case of LIBOR Loans,
EURIBOR  Loans or CD Loans,  on the last day of the Interest  Period  applicable
thereto, and (ii) in the case of Base Rate Loans, on or before the fifteenth day
following the day on which notice is given by the Company or the  Administrative
Agent of the failure to satisfy any such condition precedent.

                  SECTION  2.09.  Fees.  (a) The  Company  agrees  to pay to the
Administrative  Agent for the account of each Lender a facility fee, which shall
accrue at the  Applicable  Rate for  facility  fees on the  daily  amount of the
Commitment of such Lender  (whether  used or unused)  during the period from and
including the Closing Date to but  excluding  the date on which such  Commitment
terminates;  provided that, if such Lender continues to have any Credit Exposure
after its Commitment terminates, then such facility fee shall continue to accrue
on the daily amount of such Lender's Credit Exposure from and including the date
on which its  Commitment  terminates  to but  excluding  the date on which  such
Lender  ceases to have any  Credit  Exposure.  Accrued  facility  fees  shall be
payable in arrears on the last day of March,  June,  September  and  December of
each year and on the date on which the Commitments terminate,  commencing on the
first such date to occur after the date hereof;  provided that any facility fees
accruing after the date on which the  Commitments  terminate shall be payable on
demand.  All facility  fees shall be computed on the basis of a year of 360 days
and shall be payable for the actual number of days elapsed  (including the first
day but excluding the last day).

                  (b) The Borrowers agree to pay to the Administrative Agent for
the  account  of each  Lender  a  utilization  fee  which  shall  accrue  at the
Applicable Rate for utilization fees on the daily amount of such Lender's Credit
Exposure during the time the sum of the total Credit Exposures equals or exceeds
33% of the total Commitments. Utilization fees shall be computed on the basis of
a year of 360 days and shall be  payable  in  arrears  on the last day of March,
June,  September and December of each year.  Each  Subsidiary  Borrower shall be
severally  obligated  to pay  its  portion  of  such  fees  with  regard  to its
Borrowings hereunder.  Notwithstanding the foregoing, the Company agrees that it
will remain obligated for all such fees.

                  (c) The Company agrees to pay to the Administrative Agent, for
its own account,  such fees as are set forth in the Fee Letter, on the dates and
in the manner specified therein.

                  (d) All fees payable hereunder shall be paid on the dates due,
in immediately available funds, to the Administrative Agent, for its own account
or for  distribution,  in the case of facility fees and utilization fees, to the
Lenders. Fees paid shall not be refundable under any circumstances.

         SECTION 2.10.  Interest.  (a) The Loans  comprising  each ABR Borrowing
shall bear  interest for each day such Loans are  outstanding  at the  Alternate
Base Rate for such day. Any change in the Alternate Base Rate due to a change in
the Royal Bank Prime Rate or the Federal Funds Effective Rate shall be effective
from and  including  the  effective  date of such change in the Royal Bank Prime
Rate or the Federal Funds Effective Rate, as applicable.

                  (b) The Loans comprising each CD Borrowing shall bear interest
at the  Adjusted CD Rate for the  Interest  Period in effect for such  Borrowing
plus the Applicable Rate for LIBOR Borrowings plus 0.125% per annum.

                  (c) The Loans  comprising  each  LIBOR  Borrowing  shall  bear
interest at the  Adjusted  Eurodollar  LIBO Rate or the Adjusted  Sterling  LIBO
Rate, as applicable,  for the Interest  Period in effect for such Borrowing plus
the Applicable Rate.

                  (d) The Loans  comprising  each EURIBOR  Borrowing  shall bear
interest  at  Adjusted  EURIBOR  for the  Interest  Period  in  effect  for such
Borrowing plus the Applicable Rate.

                  (e)  Notwithstanding  the  foregoing,  if any  principal of or
interest  on any  Loan or any fee or  other  amount  payable  by the  applicable
Borrower  hereunder  is not paid when due,  whether  at  stated  maturity,  upon
acceleration  or otherwise,  such overdue amount shall bear  interest,  after as
well as before judgment, at a rate per annum equal to 2% plus the rate otherwise
applicable to such Loan as provided in the preceding paragraphs of this Section.

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

                  (g) All interest hereunder shall be computed on the basis of a
year of 360 days,  except that interest on ABR Loans  calculated by reference to
the Royal Bank Prime Rate shall be  computed  on the basis of a year of 365 days
(or 366 days in a leap  year),  and in each case shall be payable for the actual
number of days elapsed (including the first day but excluding the last day). The
applicable  interest  rates shall be determined by the  Administrative  Agent in
accordance with the terms of this  Agreement,  and such  determination  shall be
conclusive absent manifest error.

                  (h) All interest  accruing on any Loan hereunder shall be paid
in the currency in which such Loan is denominated  or deemed to be  denominated;
provided,  however,  that the  interest  accruing on any Loan  denominated  in a
National Currency may be paid in Euros in accordance with Section 1.05.

         SECTION 2.11.  Alternate Rate of Interest. If prior to the commencement
of  any  Interest  Period  for a CD  Borrowing,  a  EURIBOR Borrowing or a LIBOR
Borrowing:

                  (a) the Administrative Agent:

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

                  (ii) is advised by the  Required  Lenders that the Adjusted CD
         Rate, the Adjusted  Eurodollar  LIBO Rate,  the Adjusted  Sterling LIBO
         Rate, or Adjusted EURIBOR, as applicable, for such Interest Period will
         not  adequately and fairly reflect the cost to such Lenders (or Lender)
         of making or  maintaining  their  Loans (or its Loan)  included in such
         Borrowing for such Interest Period;

then the  Administrative  Agent shall give notice  thereof to the  Company,  the
applicable  Borrower  and the  Lenders by  telephone  or telecopy as promptly as
practicable thereafter and, until the Administrative Agent notifies the Company,
the applicable  Borrower and the Lenders that the  circumstances  giving rise to
such notice no longer exist, (A) any Interest Election Request that requests the
conversion  of any  Borrowing  to, or  continuation  of any  Borrowing  as, a CD
Borrowing, a EURIBOR Borrowing,  or a LIBOR Borrowing,  as applicable,  shall be
ineffective,  (B) if any  Borrowing  Request  requests a CD Borrowing or a LIBOR
Borrowing, as applicable,  if such Borrowing is to be denominated in Dollars, it
shall be made as an ABR  Borrowing  and (C) any  request  for a EURIBOR or LIBOR
Borrowing  denominated in an Alternate  Currency shall be ineffective;  provided
that if the  circumstances  giving  rise to such  notice do not  affect all such
Types of  Borrowings,  then the other  unaffected  Types of Borrowings  shall be
permitted.

                  (b) If, in relation to any Borrowing or proposed  Borrowing to
be denominated in an Alternate Currency, and with respect to any Interest Period
relative thereto:

                  (i) the Administrative Agent shall have received  notification
         from a  Lender  or  Lenders  whose  participations  in  such  Borrowing
         constitute at least 50% by value of such  Borrowing,  that by reason of
         circumstances  affecting the London  interbank  market or the Euro-zone
         interbank market, as applicable:

                           (A) deposits in the applicable Alternate Currency the
         same period as such  Interest  Period will not be readily  available to
         them in the London interbank market or the Euro-zone  interbank market,
         as applicable, in sufficient amounts in the ordinary course of business
         to fund their  respective  Loans in such  Borrowing  for such  Interest
         Period; or

                           (B) while such deposits are so available, the cost of
         such  deposits  exceeds  the  applicable  LIBO  Rate as  determined  in
         relation to such Borrowing for such Interest Period; or

                  (ii) the Administrative Agent shall have received notification
         from any Lender (an "Affected  Lender") that by reason of any change in
         or  the  introduction  (or  re-introduction)  of or any  change  in the
         interpretation,  administration  or  application  of applicable  law or
         regulation  (in each such case after the date hereof or, if later,  the
         date on which the Affected  Lender became a part to this  Agreement) it
         is  unable  to fund its Loan in such  Borrowing  during  such  Interest
         Period by deposit(s) in the applicable  Alternate  Currency obtained in
         the London  interbank  market or the  Euro-zone  interbank  market,  as
         applicable, in the ordinary course of business;

         the  Administrative  Agent shall  promptly give written  notice of such
         determination or notification to the Company and each of the Lenders.

                  (c) After the giving of any notice by the Administrative Agent
pursuant to Section  2.11(b) to the effect that it has received  notification in
accordance with Section 2.11(b)(i)(A) or 2.11(b)(ii),  no Lender or, as the case
may be, no Affected  Lender shall be obliged to  participate in the Borrowing to
which  such   notification   relates  unless  such  Borrowing  is  already  then
outstanding.  The giving of any notice by the  Administrative  Agent pursuant to
Section 2.11(b)(i)(B) shall not relieve any Lender of any obligation it may have
under this  Agreement to make a Loan  (including  any Loan for which a Borrowing
Request was given prior to such notice by the Administrative Agent).

                  (d)  During  the  period of 15 days  after  the  giving of any
notice  by  the   Administrative   Agent  pursuant  to  Section   2.11(b),   the
Administrative  Agent (in consultation  with the Lenders or the Affected Lender)
shall  negotiate  with the  Company in good  faith  with a view to  ascertaining
whether a substitute  basis (a ASubstitute  Basis@) may be agreed for the making
of further  Borrowings and/or the maintaining of any existing  Borrowings by the
Lenders or such Affected Lender (as the case may be) to which such notice by the
Administrative  Agent  related for the Interest  Period(s)  applicable  to those
Borrowings.  If a  Substitute  Basis  is  agreed  by all the  Lenders  or by the
Affected  Lender  (as the  case  may  be) and the  Company  it  shall  apply  in
accordance  with its terms from the  commencement of such Interest  Period.  The
Administrative  Agent shall not agree to any  Substitute  Basis on behalf of any
Lender or Affected  Lender  without the prior consent of that Lender or Affected
Lender (as the case may be).

                  (e) If a Substitute  Basis is not so agreed by the Company and
all the Lenders or the  Affected  Lender (as the case may be) by the end of such
15 day period, each Lender's or Affected Lender's then existing Loan or Loans to
which the notice by the Administrative  Agent related shall bear interest during
the current Interest Period relative thereto at the rate which is the sum of (a)
the per annum rate certified by such Lender or Affected Lender to be its cost of
funds (from such sources as it may  reasonably  select out of those sources then
available  to it) for  such  Interest  Period  in  relation  to  such  Borrowing
multiplied by the Reserve Rate, plus (b) the Associated Costs Rate, plus (c) the
Applicable Rate.

                  (f) So long as any  Substitute  Basis is in  force or  Section
2.11(e) shall apply in relation to any Borrowing,  the Administrative  Agent, in
consultation  with the Company and each  Lender  (or,  if  applicable,  Affected
Lender) shall from time to time, but not less often then monthly, review whether
or not the  circumstances  referred to in Section  2.11(b)  still prevail with a
view to returning to the normal interest provisions of this Agreement.

         SECTION 2.12.  Illegality;  Increased  Costs.  (a) If any Change in Law
shall make it unlawful or  impossible  for any Lender to make,  maintain or fund
its  Loans,  such  Lender  shall  so  notify  the   Administrative   Agent,  the
Administrative  Agent shall immediately give notice thereof to the other Lenders
and to the  Company,  whereupon  until such Lender  notifies the Company and the
Administrative  Agent that the  circumstances  giving rise to such suspension no
longer  exist,  the  obligation  of such  Lender  to make  such  Loans  shall be
suspended.  If such Lender shall determine that it may not lawfully  continue to
maintain and fund any of its outstanding  Loans to maturity and shall so specify
in such notice,  the applicable  Borrower shall  immediately  prepay in full the
then  outstanding  principal  amount  of such  Loan  together  with the  accrued
interest thereon.

                  (b) If any  Change  in  Law,  including,  without  limitation,
reserve  requirements  imposed  by the  European  System of  Central  Banks with
respect  to the Euro or the  National  Currencies  on or after  January 1, 1999,
shall:

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

                  (ii) impose on any Lender,  the London interbank market or the
         Euro-zone interbank market any other condition affecting this Agreement
         or any Loans made by such Lender;

and the result of any of the  foregoing  shall be to  increase  the cost to such
Lender of making or maintaining  any Loan (or of  maintaining  its obligation to
make any such  Loan) or to  increase  the cost to such  Lender or to reduce  the
amount of any sum received or  receivable by such Lender  hereunder  (whether of
principal, interest or otherwise), then the applicable Borrower will pay to such
Lender such additional amount or amounts as will compensate such Lender for such
additional costs incurred or reduction suffered.

                  (c) If any Lender  determines that any Change in Law regarding
capital requirements has or would have the effect of reducing the rate of return
on such Lender's capital or on the capital of such Lender's holding company,  if
any, as a  consequence  of this  Agreement or the Loans made by such Lender to a
level below that which such Lender or such Lender's  holding  company could have
achieved but for such Change in Law (taking  into  consideration  such  Lender's
policies  and the  policies of such  Lender's  holding  company  with respect to
capital  adequacy),  then from time to time the applicable  Borrower will pay to
such Lender such additional  amount or amounts as will compensate such Lender or
such Lender's holding company for any such reduction suffered.

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

                  (e)  Failure  or  delay on the part of any  Lender  to  demand
compensation  pursuant to this  Section  shall not  constitute  a waiver of such
Lender's  right to  demand  such  compensation;  provided  that  the  applicable
Borrower  shall not be required to compensate a Lender  pursuant to this Section
for any increased  costs or reductions  incurred more than 270 days prior to the
date that such  Lender  notifies  the  applicable  Borrower of the Change in Law
giving rise to such increased costs or reductions and of such Lender's intention
to claim  compensation  therefor;  provided  further  that, if the Change in Law
giving rise to such  increased  costs or  reductions  is  retroactive,  then the
270-day  period  referred  to above  shall be  extended to include the period of
retroactive effect thereof.

         SECTION 2.13. Break Funding  Payments.  In the event of (a) the payment
of any principal of any CD Loan,  EURIBOR Loan, or LIBOR Loan, other than on the
last day of an Interest Period applicable  thereto  (including as a result of an
Event of Default), (b) the conversion of any CD Loan, EURIBOR Loan or LIBOR Loan
other than on the last day of the Interest Period  applicable  thereto,  (c) the
failure to borrow,  convert,  continue or prepay any Revolving  Loan on the date
specified in any notice  delivered  pursuant hereto  (regardless of whether such
notice may be  revoked  under  Section  2.08(b)  and is  revoked  in  accordance
therewith),  or (d) the  assignment of any CD Loan,  EURIBOR Loan, or LIBOR Loan
other than on the last day of the Interest Period applicable thereto as a result
of a request by the Company  pursuant to Section 2.16,  then, in any such event,
the applicable  Borrower  shall  compensate  each Lender for the loss,  cost and
expense  attributable to such event.  In the case of a CD Loan,  EURIBOR Loan or
LIBOR Loan,  such loss, cost or expense to any Lender shall be deemed to include
an amount  determined by such Lender to be the excess, if any, of (i) the amount
of interest  which would have accrued on the  principal  amount of such Loan had
such event not  occurred,  at the  Adjusted  CD Rate (in the case of a CD Loan),
Adjusted EURIBOR (in the case of a EURIBOR Loan) or the Adjusted Eurodollar LIBO
Rate or the Adjusted Sterling LIBO Rate, as applicable,  (in the case of a LIBOR
Loan),  that would have been  applicable  to such Loan,  for the period from the
date of such event to the last day of the then current  Interest Period therefor
(or,  in the case of a failure to borrow,  convert or  continue,  for the period
that would have been the Interest Period for such Loan), over (ii) the amount of
interest  which  would  accrue on such  principal  amount for such period at the
interest rate which such Lender would bid were it to bid, at the commencement of
such period,  for Dollar  deposits of a comparable  amount and period from other
banks in the  eurodollar  market.  A certificate of any Lender setting forth any
amount or amounts  that such  Lender is  entitled  to receive  pursuant  to this
Section  shall be delivered to the  applicable  Borrower and shall be conclusive
absent manifest error. The applicable  Borrower shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt thereof.

         SECTION 2.14.  Taxes.  (a) Any and all payments by or on account of any
obligation of any Borrower hereunder shall be made free and clear of and without
deduction  for any  Indemnified  Taxes  or  Other  Taxes;  provided  that if any
Borrower shall be required to deduct any  Indemnified  Taxes or Other Taxes from
such payments,  then (i) the sum payable shall be increased as necessary so that
after  making  all  required  deductions  (including  deductions  applicable  to
additional sums payable under this Section) the Administrative Agent or a Lender
(as the case may be) receives an amount equal to the sum it would have  received
had no such deductions  been made, (ii) the applicable  Borrower shall make such
deductions and (iii) the applicable  Borrower shall pay the full amount deducted
to the relevant Governmental Authority in accordance with applicable law.

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

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

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

                  (e) As of the date on which any Lender becomes a party hereto,
such Lender  confirms  that with respect to its Loans to a United  States person
(within  the  meaning of Section  7701(a)(30)  of the Code),  it is either (i) a
corporation  organized  under the laws of the  United  States of  America or any
state thereof, entitled to complete exemption from United States withholding tax
imposed on or with respect to any  payments,  including  fees,  to be made to it
pursuant to this Agreement,  or (ii) entitled to complete  exemption from United
States withholding tax on interest imposed on or with respect to any payments of
interest to be made pursuant to this Agreement (A) under an applicable provision
of a U.S.  Double  Taxation  Treaty,  (B) because it is acting through a branch,
agency or office in the United  States of America and any payment to be received
by it hereunder is effectively  connected with a trade or business in the United
States of America, or (C) because it is a recipient of portfolio interest within
the meaning of Section  871(h) or 881(c) of the Code.  Such  Lender,  as of such
date,  also  confirms  that with  respect  to its Loans  (or  interest  or other
payments relating thereto)  regarding which the U.K. Tax Act could reasonably be
expected to result in withholding tax  requirements  under the U.K. Tax Act (but
for the applicable Lender qualifying for the immediately  following  exemptions)
it is either (x) a bank as defined in Section 840A of the U.K.  Tax Act,  which,
for the  purposes  of  Sections  349 and 212 of the U.K.  Tax Act, is within the
charge  to  United  Kingdom  corporation  tax as  regards,  and is  beneficially
entitled to, any interest  received by it under this Agreement,  except that, if
that Section is repealed,  modified,  extended or re-enacted, the Administrative
Agent  may at any time and from  time to time  (acting  reasonably)  amend  this
definition  to reflect  such  repeal,  modification,  extension  or enactment by
giving notice of the amended definition to the Company, or (y) a person carrying
on a bona fide banking  business who is resident (as such term is defined in the
appropriate  U.K.  Double  Taxation  Treaty) in a country  with which the United
Kingdom has an appropriate  U.K. Double Taxation Treaty giving residents of that
country full  exemption  from United  Kingdom  taxation on interest and does not
carry on business in the United Kingdom through a permanent  establishment  with
which the indebtedness  under this Agreement in respect of which the interest is
paid is effectively  connected.  Each Lender that is not a corporation organized
under the laws of the  United  States of  America  or any  state  thereof  shall
provide to the Company and the Administrative Agent on or before the date of any
payment  by any  Borrower  hereunder,  or on the  date  of its  delivery  of the
Assignment  and  Acceptance  pursuant to which it becomes a Lender,  and at such
other  times  as  required  by  United  States  law  or as  the  Company  or the
Administrative  Agent  shall  reasonably  request,  two  accurate  and  complete
original  signed  copies of either (A)  Internal  Revenue  Service Form 4224 (or
successor form)  certifying that all payments to be made to it hereunder will be
effectively  connected  to a United  States  trade or  business  (the "Form 4224
Certification"),  or (B) Internal  Revenue Service Form 1001 (or successor form)
certifying  that it is entitled to the benefit of a provision  of a U.S.  Double
Taxation Treaty which completely  exempts from United States withholding tax all
payments of interest to be made to it hereunder (the "Form 1001 Certification").
In  addition,  each  Lender  agrees  that if it  previously  filed  a Form  4224
Certification it will deliver to the Company and the Administrative  Agent a new
Form 4224 Certification prior to the first payment date occurring in each of its
subsequent  taxable  years (or such other date as may be required in  compliance
with applicable law); and if it previously filed a Form 1001  Certification,  it
will  deliver to the Company and the  Administrative  Agent a new  certification
prior to the first payment date falling in the third year following the previous
filing  of  such  certification  (or  such  other  date  as may be  required  in
compliance with applicable law).

Each Lender also agrees to deliver to the Company and the  Administrative  Agent
such  other or  supplemental  forms as may at any time be  required  in order to
confirm or maintain in effect its entitlement to exemption from United States or
United  Kingdom  withholding  tax on any payments  hereunder,  provided that the
circumstances  of the Lender at the relevant time and applicable  laws permit it
to do so. Except as provided  immediately  below, if a Lender is organized under
the laws of a  jurisdiction  outside the United  States of  America,  unless the
Company and the Administrative  Agent have received a Form 1001 Certification or
Form 4224  Certification,  reasonably  satisfactory  to them indicating that all
payments of  interest,  to be made to such Lender  hereunder  are not subject to
United States  withholding  tax, the Company shall be entitled to withhold taxes
from  such  payments  at the  applicable  statutory  rate,  provided  that  such
withholding  shall not  increase  the amount of payments for the account of such
Lender to be made by the Company  pursuant to  Subsection  2.14(a).  If a Lender
determines,  as a result of any change in either (i) applicable law,  regulation
or treaty,  or in any official  application  thereof or (ii) its  circumstances,
that it is unable to submit  any form or  certificate  that it is  obligated  to
submit  pursuant to this  Section,  or that it is required to withdraw or cancel
any such form or certificate previously submitted,  it shall promptly notify the
Company  and the  Administrative  Agent of such  fact and the  Company  shall be
entitled to withhold taxes from such payments at the applicable  statutory rate,
it being understood that such withholding  shall increase the amount of payments
for the  account of such  Lender to be made by the  Company  pursuant to Section
2.14(a).  Each Lender  agrees to  indemnify  and hold the  Administrative  Agent
harmless from any United States or United Kingdom taxes, penalties, interest and
other expenses, costs and losses incurred or payable by the Administrative Agent
(i) as a result of such Lender's  failure to submit any form or certificate that
it is  required to provide  pursuant to this  Section or (ii) as a result of the
Administrative  Agent's  reliance  on any such form or  certificate  which  such
Lender has  provided  to it  pursuant  to this  Section.  Each Person that shall
become a Lender or a  Participant  pursuant  to Section  10.04  shall,  upon the
effectiveness of the related transfer,  be required to provide all of the forms,
certifications and statements  required pursuant to this Section,  provided that
in the case of a Participant  the obligations of such  Participant  shall be the
same as if it were a Lender, except that such Participant shall furnish all such
required  forms,  certifications  and  statements  to the Lender  from which the
related  participation  shall have been  purchased and such Lender shall provide
such forms to the Company and the Administrative Agent.

         SECTION  2.15.  Payments  Generally;  Pro Rata  Treatment;  Sharing  of
Set-offs.  (a) Each Borrower  shall make each payment  required to be made by it
hereunder  (whether of  principal,  interest,  fees or of amounts  payable under
Section 2.12, 2.13 or 2.14, or otherwise)  prior to 12:00 noon, New York City or
London  time,  as  applicable,  on the date when due, in  immediately  available
funds, without set-off or counterclaim.  Any amounts received after such time on
any date may, in the discretion of the  Administrative  Agent, be deemed to have
been received on the next  succeeding  Business Day for purposes of  calculating
interest  thereon.  All such  payments  shall be made to the  applicable  Agency
Account  for the  account of the  Lenders,  except  that  payments  pursuant  to
Sections  2.12,  2.13,  or 2.14 and 10.03 shall be made  directly to the Persons
entitled thereto.  The  Administrative  Agent shall distribute any such payments
received by it for the account of any other Person to the appropriate  recipient
promptly  following receipt thereof.  If any payment hereunder shall be due on a
day that is not a Business  Day,  the date for payment  shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
hereunder shall be made in Dollars, except that with respect to any Loan that is
denominated  in an Alternate  Currency,  all payments of principal  and interest
with respect to such Loan shall be made in the Alternate  Currency in which such
Loan  is  denominated;   provided,  however,  that  with  respect  to  any  Loan
denominated  in a National  Currency,  all payments with respect  thereto may be
made in Euros in accordance with Section 1.05.

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

                  (c) If any Lender shall, by exercising any right of set-off or
counterclaim  or  otherwise,  obtain  payment in respect of any  principal of or
interest on any of its Loans  resulting  in such Lender  receiving  payment of a
greater  proportion  of the aggregate  amount of its Loans and accrued  interest
thereon  than the  proportion  received  by any other  Lender,  then the  Lender
receiving  such  greater  proportion  shall  purchase  (for cash at face  value)
participations in the Loans of other Lenders to the extent necessary so that the
benefit  of all  such  payments  shall  be  shared  by the  Lenders  ratably  in
accordance  with the  aggregate  amount of principal of and accrued  interest on
their  respective  Loans;  provided  that  (i) if any  such  participations  are
purchased  and  all or any  portion  of  the  payment  giving  rise  thereto  is
recovered,  such  participations  shall  be  rescinded  and the  purchase  price
restored  to the  extent  of such  recovery,  without  interest,  and  (ii)  the
provisions of this paragraph shall not be construed to apply to any payment made
by a Borrower  pursuant  to and in  accordance  with the  express  terms of this
Agreement  or  any  payment  obtained  by a  Lender  as  consideration  for  the
assignment of or sale of a participation  in any of its Loans to any assignee or
participant, other than to a Borrower or any Subsidiary or Affiliate thereof (as
to which the provisions of this paragraph shall apply).  Each Borrower  consents
to the  foregoing  and  agrees,  to the  extent it may  effectively  do so under
applicable  law,  that any Lender  acquiring  a  participation  pursuant  to the
foregoing  arrangements may exercise against such Borrower rights of set-off and
counterclaim with respect to such  participation as fully as if such Lender were
a direct creditor of such Borrower in the amount of such participation.

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

                  (e) If any Lender  shall fail to make any payment  required to
be made by it pursuant to Section  2.04(b) or 2.15(d),  then the  Administrative
Agent may, in its discretion  (notwithstanding  any contrary  provision hereof),
apply  any  amounts  thereafter  received  by the  Administrative  Agent for the
account of such Lender to satisfy such Lender's  obligations under such Sections
until all such unsatisfied obligations are fully paid.

         SECTION 2.16.  Mitigation  Obligations;  Replacement of Lenders. (a) If
any Lender  requests  compensation  under  Section  2.12,  or if any Borrower is
required  to pay  any  additional  amount  to  any  Lender  or any  Governmental
Authority  for the  account of any Lender  pursuant to Section  2.14,  then such
Lender shall use reasonable  efforts to designate a different lending office for
funding or booking its Loans  hereunder or to assign its rights and  obligations
hereunder to another of its offices, branches or Affiliates, if, in the judgment
of such Lender,  such  designation or assignment  (i) would  eliminate or reduce
amounts  payable  pursuant to Section  2.12 or 2.14,  as the case may be, in the
future  and (ii)  would not  subject  such  Lender to any  unreimbursed  cost or
expense and would not otherwise be disadvantageous to such Lender. Each Borrower
hereby agrees to pay all reasonable  costs and expenses  incurred by such Lender
in connection with any such designation or assignment.

                  (b) If any Lender requests compensation under Section 2.12, or
if any  Borrower is required to pay any  additional  amount to any Lender or any
Governmental  Authority for the account of any Lender  pursuant to Section 2.14,
or if any Lender  defaults in its obligation to fund Loans  hereunder,  then the
Company may, at its sole expense and effort,  upon notice to such Lender and the
Administrative  Agent,  require  such  Lender to assign  and  delegate,  without
recourse  (in  accordance  with and  subject to the  restrictions  contained  in
Section 10.04),  all its interests,  rights and obligations under this Agreement
to an assignee that shall assume such obligations (which assignee may be another
Lender,  if a Lender  accepts such  assignment);  provided  that (i) the Company
shall have received the prior written consent of the Administrative Agent, which
consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the  outstanding  principal of its Loans,  accrued
interest  thereon,  accrued fees and all other amounts  payable to it hereunder,
from the  assignee  (to the extent of such  outstanding  principal  and  accrued
interest  and fees) or the Company (in the case of all other  amounts) and (iii)
in the case of any such assignment resulting from a claim for compensation under
Section  2.12 or payments  required to be made  pursuant to Section  2.14,  such
assignment will result in a reduction in such compensation or payments. A Lender
shall not be required  to make any such  assignment  and  delegation  if,  prior
thereto, as a result of a waiver by such Lender or otherwise,  the circumstances
entitling the Company to require such assignment and delegation cease to apply.

         SECTION 2.17.  Foreign  Available Amount  Designation.  Once per Fiscal
Quarter,  the Company,  may, at its sole option,  designate or  redesignate  the
amount of the Foreign  Available  Amount by  delivering a written  notice to the
Administrative  Agent  not less than five  Business  Days  prior to the date the
Company proposes that the newly designated Foreign Available Amount would become
effective;  provided,  that no such designation of the Foreign  Available Amount
may occur if a Default exists or if the sum of the Revolving  Credit  Exposures,
with respect to the Foreign Subsidiary Borrowers or the Company and the Domestic
Subsidiary  Borrowers,  as  applicable,  would,  after  giving  effect  to  such
designation  and any  concurrent  payments  on such  Loans,  exceed the  Foreign
Available Amount or the Domestic Available Amount, respectively.

         SECTION 2.18.  Extension of Stated Revolving Loan Maturity Date. (a) No
earlier  than 90 days and no  later  than 60 days  prior to the then  applicable
Revolving Loan Maturity Date, the Company may,  subject to  satisfaction  of the
conditions  precedent for a Borrowing other than a Refunding Borrowing set forth
in Section 4.02,  request in writing  delivered to the  Administrative  Agent an
extension of the  Revolving  Loan  Maturity  Date for a period equal to 364 days
from the then applicable Revolving Loan Maturity Date (the "Extension Request").
The  Revolving  Loan Maturity Date shall be extended as provided in this Section
2.18 if at least the Required Lenders consent to such extension. No earlier than
30 days and no later than 25 days prior to the then  applicable  Revolving  Loan
Maturity Date, each Lender shall notify the Company and the Administrative Agent
of its  election to extend or not extend the  Revolving  Loan  Maturity  Date as
requested in such Extension  Request.  If the Required  Lenders shall approve in
writing the  extension of the Revolving  Loan  Maturity  Date  requested in such
Extension  Request,  the Revolving  Loan Maturity Date shall  automatically  and
without any further action by any Person be extended for the period specified in
such  Extension  Request;  provided  that (i) each  extension  pursuant  to this
Section 2.18 shall be for a maximum of 364 days,  and (ii) the Commitment of any
Lender that does not consent in writing within 30 days after  receiving from the
Administrative Agent the applicable Extension Request (a "Non-Extending Lender")
shall,  unless earlier  terminated in accordance with this Agreement,  expire on
the Revolving Loan Maturity Date in effect on the date of such Extension Request
(such  Revolving  Loan  Maturity  Date, if any,  referred to as the  "Commitment
Expiration Date" with respect to such Non-Extending  Lender). If, within 30 days
after receiving from the Administrative  Agent the applicable Extension Request,
the Required Lenders shall not approve in writing the extension of the Revolving
Loan  Maturity  Date  requested  in an Extension  Request,  the  Revolving  Loan
Maturity  Date shall not be extended  pursuant to such  Extension  Request.  The
Administrative  Agent shall  promptly  notify (y) the Lenders and the Company of
any extension of the Revolving  Loan Maturity Date pursuant to this Section 2.18
and (z) the Company and the Lenders of any Lender which becomes a  Non-Extending
Lender.

                  (b) Loans owing to any Non-Extending  Lender on the Commitment
Expiration Date with respect to such Lender shall be repaid in full on or before
the Commitment Expiration Date.

                  (c) Each Borrower shall have the right, so long as no Event of
Default  has  occurred  and  is  then  continuing,  upon  giving  notice  to the
Administrative Agent and the Non-Extending  Lenders, to prepay in full the Loans
made to it owing to the  Non-Extending  Lenders,  together with accrued interest
thereon,  any amounts payable  pursuant to Sections 2.10,  2.12,  2.13, 2.14 and
10.03(b) and any accrued and unpaid facility fee or other amounts payable to the
Non-Extending Lenders hereunder and/or, upon giving not less than three Business
Days'  notice to the  Non-Extending  Lenders and the  Administrative  Agent,  to
cancel the whole or part of the Commitments of the Non-Extending Lenders.

                  (d)  Notwithstanding  the  foregoing,  if any Lender becomes a
Non-Extending  Lender,  the  Company  may,  at its own  expense  and in its sole
discretion and prior to the then stated  Revolving  Loan Maturity Date,  require
such Lender to transfer or assign,  in whole or in part,  without  recourse  (in
accordance  with  Section  10.04),  all or part  of its  interests,  rights  and
obligations  under this Agreement to an assignee  permitted  under Section 10.04
(provided  that the  Company  with  the full  cooperation  of such  Lender,  can
identify such an assignee that is ready, willing and able to be an assignee with
respect  thereto) which shall assume such assigned  obligations  (which assignee
may be  another  Lender,  if such  assignee  Lender  accepts  such  assignment);
provided  that (i) the assignee or the  Company,  as the case may be, shall have
paid to such Lender in immediately available funds the principal of and interest
accrued to the date of such  payment on the Loans made by it  hereunder  and all
other amounts owed to it hereunder,  including,  without limitation, any amounts
owing  pursuant to Section  10.03(b)  and any amounts  that would be owing under
said Section if such Loans were prepaid on the date of such assignment, and (ii)
such  assignment  does not conflict with any applicable law of any  Governmental
Authority. Any assignee which becomes a Lender as a result of such an assignment
made  pursuant to this  paragraph  (d) shall be deemed to have  consented to the
applicable  Extension  Request  and,  therefore,  shall  not be a  Non-Extending
Lender.

         SECTION 2.19. Addition or Termination of Subsidiary Borrowers.  So long
as no Default  exists,  the Company may from time to time provide written notice
to the  Administrative  Agent, and the  Administrative  Agent shall  immediately
thereafter  provide a copy of such notice along with a copy of all documentation
relating thereto received from the Company to each of the Lenders:

                   (a)  Designating  any  of  its  wholly  owned,   directly  or
indirectly,  Subsidiaries  organized  under  the laws of the  United  States  of
America,  any State  thereof  or the  District  of  Columbia,  as an  additional
Domestic Subsidiary Borrower and shall execute and deliver,  and cause each such
newly designated  Domestic  Subsidiary  Borrower to execute and deliver,  to the
Administrative  Agent a Joinder Agreement  (together with all documents required
to be attached thereto)  whereupon such Subsidiary shall thereafter qualify as a
Domestic Subsidiary Borrower.

                   (b)  Designating  any  of  its  wholly  owned,   directly  or
indirectly,  Subsidiaries  organized under the laws of the United Kingdom or any
Participating   Member   State  and  located  in  the  United   Kingdom  or  any
Participating  Member State, as an additional  Foreign  Subsidiary  Borrower and
shall  execute  and  deliver,  and cause  each  such  newly  designated  Foreign
Subsidiary  Borrower  to execute  and  deliver,  to the  Administrative  Agent a
Joinder Agreement  (together with all documents required to be attached thereto)
whereupon  such  Subsidiary  shall  thereafter  qualify as a Foreign  Subsidiary
Borrower;  provided,  however,  that for purposes of this Section  2.19(b),  any
Subsidiary  of  the  Company  that  is  required  by the  applicable  law of its
jurisdiction  of  organization  or  formation  to be owned by a citizen  of such
jurisdiction or Person  organized or formed under the laws of such  jurisdiction
in an amount  equal to or less than one percent of the  capital  stock or equity
interest of such  Subsidiary  and such one percent or lesser amount of ownership
does not provide for voting or  distribution  rights in excess of such ownership
percentage or otherwise  give a Controlling  interest to such Person,  then, for
purposes of this Section  2.19(b),  such Subsidiary shall be deemed to be wholly
owned by the Company.

                  (c) With respect to any Subsidiary Borrower,  that the Company
is terminating such Subsidiary's  designation as a Domestic  Subsidiary Borrower
or a  Foreign  Subsidiary  Borrower,  as  the  case  may  be,  whereupon  if all
obligations  of such  Subsidiary  Borrower to the  Administrative  Agent and the
Lenders under or in connection with this Agreement have been  indefeasibly  paid
in full pursuant to the terms hereof, such Subsidiary shall thereafter no longer
be a Subsidiary Borrower hereunder.

         SECTION 2.20. Change in Control. If a Change in Control shall occur (i)
the Company will, within ten days after the occurrence thereof, give each Lender
notice  thereof  and  shall   describe  in  reasonable   detail  the  facts  and
circumstances  giving rise  thereto and (ii) each Lender may, at any time at its
option by notice to the Borrowers and the  Administrative  Agent given not later
than 60 days after such Change in Control,  (x) terminate its Commitment,  which
Commitment shall thereupon be terminated,  and (y) by three Business Days notice
to the  Borrowers  and the  Administrative  Agent  declare  the Loans held by it
(together with accrued interest thereon) and any other amounts payable hereunder
for its  account to be, and such Loans and such other  amounts  shall  thereupon
become,  immediately due and payable without  presentment,  demand,  protest, or
other notice of any kind, all of which are hereby waived by the Borrowers.

         SECTION 2.21.  Conversion  to Term Loans.  At the option of the Company
and subject to the  satisfaction  of the  conditions  precedent  for a Borrowing
other than a Refunding  Borrowing set forth in Section 4.02, upon written notice
delivered to the Administrative  Agent no earlier than 60 days and no later than
30 days prior to the then applicable Revolving Loan Maturity Date, the aggregate
principal  amount of any Revolving Loans  remaining  outstanding at the close of
the  Administrative  Agent's  business  on the then  applicable  Revolving  Loan
Maturity Date, shall automatically  convert to Term Loans with a maturity of two
years.  Any portion of each  Lender's  Commitment  not utilized on or before the
then applicable Revolving Loan Maturity Date shall be permanently cancelled. Any
Term Loans that are prepaid may not be reborrowed.

                                   ARTICLE III

                         Representations and Warranties

         To induce  the  Lenders to enter  into this  Agreement  and to make the
Loans,  each  Borrower   represents  and  warrants  (such   representations  and
warranties  to  survive  any  investigation  and the making of the Loans) to the
Lenders and the Administrative Agent that:

         SECTION  3.01.   Corporate  Existence  and  Power.  The  Company  is  a
corporation duly  incorporated,  validly existing and in good standing under the
laws of the State of Delaware. Each Material Subsidiary organized under the laws
of the United States of America, any State thereof, or the District of Columbia,
is a corporation duly  incorporated,  validly existing and in good standing (or,
if such  Subsidiary  is a limited  liability  company,  is a  limited  liability
company duly formed,  validly  existing and in good standing)  under the laws of
its  jurisdiction of  incorporation,  organization  or formation.  Each Material
Subsidiary  organized under the laws of a jurisdiction  other than United States
of America,  any State  thereof,  or the  District of Columbia is a company duly
formed and validly existing under the laws of its jurisdiction of formation. The
Company and each  Material  Subsidiary  has all  requisite  corporate or limited
liability  company  power  and  all  material  governmental  licenses,  permits,
authorizations,  qualifications, consents and approvals required to carry on its
business as now conducted  which, if not obtained,  could reasonably be expected
to have a Material Adverse Effect.

         SECTION   3.02.   Corporate   and   Governmental   Authorization;    No
Contravention.  The execution, delivery and performance of this Agreement by the
Company and each Subsidiary  Borrower are within each such Borrower's  corporate
or limited liability company powers,  have been duly authorized by all necessary
corporate or limited liability company action,  require no approval of or filing
with any  governmental  body,  agency or  official or any other  Person,  do not
conflict  with,  contravene  or  constitute  a default  under any  provision  of
applicable law or regulation or of the  certificate of  incorporation,  by-laws,
articles of  association or memorandum of association of such Borrower or of any
agreement,  judgment, injunction, order, decree or other instrument binding upon
such Borrower  unless such conflict  could not  reasonably be expected to have a
Material  Adverse  Effect,  and will not result in the creation or imposition of
any mortgage,  security  interest or other lien or  encumbrance  on any asset or
revenues of such Borrower or any of its Subsidiaries.

         SECTION 3.03. Binding Effect. This Agreement constitutes a legal, valid
and  binding  agreement  of each of the  Company  and each  Subsidiary  Borrower
enforceable against each Borrower in accordance with its terms.

         SECTION 3.04.  Financial Information.

         (a) The consolidated  balance sheet of the Company and its Consolidated
Subsidiaries as of December 31, 1997, and the related consolidated statements of
income, retained earnings and cash flows for the year then ended, reported on by
Arthur Andersen L.L.P. and set forth in the Company's 1997 Annual Report, a copy
of  which  has  been  delivered  to  each of the  Lenders,  fairly  present,  in
conformity with GAAP, the consolidated financial position of the Company and its
Consolidated  Subsidiaries  as of such date and their  consolidated  results  of
operations and cash flows for such year.

         (b) the unaudited  consolidated statement of financial condition of the
Company and its Consolidated Subsidiaries at September 30, 1998, and the related
consolidated  statements  of income and retained  earnings and cash flows of the
Company and its  Consolidated  Subsidiaries for the nine months ending September
30, 1998, heretofore furnished to the Lenders present fairly, in conformity with
GAAP, the  consolidated  financial  condition of the Company at the date of said
statements for said periods,  subject to year-end audit  adjustments in the case
of such unaudited statements.

         (c) At the Effective Date, there has been no material adverse change in
the  business,  assets,  operations,   prospects  or  condition,   financial  or
otherwise,  of the Company and its Consolidated  Subsidiaries,  taken as a whole
since  September 30, 1998,  including with regard thereto the selected pro forma
financial  information  dated as of and for the nine months ended  September 30,
1998,  set forth in the  Company's  S-4 filed with the SEC, and  effective as of
January 27, 1999.

         SECTION 3.05. Litigation.  Except as may have been disclosed in writing
to the Lenders prior to the signing hereof, there is no material action, suit or
proceeding pending,  or to the knowledge of the Company  threatened,  against or
affecting  the Company or any  Subsidiary  before any court or arbitrator or any
governmental  body,  agency or official  which could  reasonably  be expected to
result in a Material Adverse Effect.

         SECTION 3.06.  Compliance with ERISA.

         (a) Neither the Company nor any ERISA Affiliate has failed to comply in
any material  respect with the  applicable  provisions of ERISA and the Code and
the regulations promulgated thereunder (including, without limitation,  sections
4068, 4069 and 4212 of ERISA),  where such failure could  reasonably be expected
to result in a Material Adverse Effect.

         (b)  Other  than  premiums  to the PBGC due in the  normal  course,  no
liability to the PBGC (with respect to which the Company or any ERISA  Affiliate
is delinquent)  has been incurred and remains  unsatisfied or is expected by the
Company to be  incurred  with  respect  to any Plan by the  Company or any ERISA
Affiliate  which could  reasonably  be expected to result in a Material  Adverse
Effect.

         (c)  Neither  the  Company  nor any ERISA  Affiliate  is  obligated  to
contribute  to, or has  incurred a  withdrawal  liability  with  respect to, any
Multiemployer  Plan in an amount that would be materially adverse to the Company
and its Subsidiaries taken as a whole.

         (d) Full  payment has been made of all amounts  that the Company or any
ERISA  Affiliate  is  required  under  the  terms of each  Plan to have  paid as
contributions  to such Plan as of the last day of the most recent fiscal year of
such Plan  ended  prior to the date  hereof  (or will be made  within the period
described in Section 404 of the Code) and no accumulated  funding deficiency (as
defined in Section  302 of ERISA and  Section  412 of the Code),  whether or not
waived, exists with respect to any Plan. Each Plan satisfies the minimum funding
standard of Section 412 of the Code.

         (e) The amount of Benefit Liabilities under each Plan, determined as of
the end of the  Company's  most  recently  ended  fiscal  year (on the  basis of
assumptions  prescribed  by the PBGC for  purposes of Section 4044 of ERISA) did
not exceed the current  value of the assets of such Plans  determined as of such
date in an amount that,  individually  or in the aggregate  with such amount for
all Plans, exceeds $25,000,000.

         SECTION 3.07.  Environmental  Matters. The Company and each Subsidiary,
and to the  best of the  Company's  knowledge,  any  former  subsidiary  and any
predecessor in interest of the Company or of any Subsidiary, and with respect to
all of the Property of the Company and its Subsidiaries, and each of the plants,
sites and  facilities  presently or formerly  owned,  operated,  controlled,  or
leased  by the  Company  or  any of its  Subsidiaries,  has  complied  with  all
applicable Environmental Laws during the period such Subsidiary,  plant, site or
facility was owned, operated,  controlled or leased by the Company or any of its
Subsidiaries, except in any such case, where such failure to so comply could not
reasonably be expected to have a Material  Adverse  Effect.  Neither the Company
nor any of its Subsidiaries has received any notice of, or has knowledge of, any
actual or threatened  claim,  legal  proceeding or  investigation  regarding the
Company or any of its Subsidiaries,  or any of the respective  plants,  sites or
facilities currently or formerly owned, operated, leased or controlled by any of
them,  related to Environmental Laws which alone or together with all other such
matters  known to the Company  could  reasonably  be expected to have a Material
Adverse Effect.

         SECTION 3.08.  Taxes. The Company and its  Subsidiaries  have filed all
United  States  Federal  income tax returns and all other  material  tax returns
which are  required to be filed by them and have paid all taxes due  pursuant to
such  returns or  pursuant  to any  assessment  received  by the  Company or any
Subsidiary,  except such taxes or assessments, if any, as are being contested in
good faith by appropriate proceedings. The charges, accruals and reserves on the
books of the  Company  and its  Subsidiaries  in respect  of taxes  are,  in the
opinion of the Company, adequate.

         SECTION  3.09.  Investment  Company  Act.  None of the  Borrowers is an
investment  company within the meaning of the Investment Company Act of 1940, as
amended,  or directly  or  indirectly  controlled  by or acting on behalf of any
Person which is an investment company, within the meaning of such Act.

         SECTION 3.10. Public Utility Holding Company Act. None of the Borrowers
is a "public utility company,  or an "affiliate," or a "subsidiary  company of a
"public  utility  company,"  or a  "holding  company,"  or an  "affiliate"  or a
"subsidiary  company" of a "holding  company" or of a "subsidiary  company" of a
"holding  company,"  as such terms are  defined in the  Public  Utility  Holding
Company Act of 1935, as amended.

         SECTION  3.11.  Use of Proceeds.  No portion of the Loans will be used,
directly or indirectly,  (a) to purchase or carry any Margin Stock, (b) to repay
or otherwise  refinance  indebtedness  of any  Borrower  incurred to purchase or
carry any Margin Stock, or (c) to extend credit for the purpose of purchasing or
carrying any Margin Stock.

         SECTION 3.12. Disclosure.  The Company has disclosed to the Lenders all
agreements,  instruments and corporate or other  restrictions to which it or any
of its Material  Subsidiaries  is subject,  and all other  matters  known to it,
that,  individually or in the aggregate,  could reasonably be expected to result
in a Material Adverse Effect. None of the other reports,  financial  statements,
certificates  or other  information  furnished by or on behalf of the Company or
its  Material  Subsidiaries  to  the  Administrative  Agent  or  any  Lender  in
connection  with the  negotiation of this  Agreement or delivered  hereunder (as
modified  or  supplemented  by other  information  so  furnished)  contains  any
material  misstatement  of fact or omits to state any material fact necessary to
make the statements  therein, in the light of the circumstances under which they
were made, not misleading;  provided that,  with respect to projected  financial
information, each Borrower represents only that such information was prepared in
good faith based upon assumptions believed to be reasonable at the time.

         SECTION  3.13.  Year 2000  Compliance.  The Company  believes  that any
reprogramming  required to permit the proper  functioning,  in and following the
year 2000, of (a) the Company's, or any Material Subsidiary's,  computer systems
and  (b)  equipment  containing  embedded  microchips   (including  systems  and
equipment  supplied  by others  or with  which the  Company's,  or any  Material
Subsidiary's,  systems  interface)  and the  testing  of all  such  systems  and
equipment,  as  so  reprogrammed,   to  the  extent  necessary  to  prevent  any
significant  disruptions  to the business and  operations of the Company and its
Subsidiaries on a consolidated  basis,  will be completed by September 30, 1999.
The cost to the Company and its Material  Subsidiaries of such reprogramming and
testing  and of the  reasonably  foreseeable  consequences  of year  2000 to the
Company (including, without limitation,  reprogramming errors and the failure of
others'  systems or  equipment)  will not result in a Default or other  event or
circumstance  that could  reasonably  be  expected  to have a  Material  Adverse
Effect.

         SECTION 3.14.  Material  Subsidiaries.  As of the Effective  Date,  the
Subsidiaries  of the Company  that qualify as Material  Subsidiaries  under this
Agreement and that are not Subsidiary Borrowers are those Subsidiaries listed on
Schedule 3.14 attached hereto.

                                   ARTICLE IV

                                   Conditions

         SECTION 4.01.  Effective  Date. The  obligations of the Lenders to make
Loans hereunder  shall not become  effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 10.02):

                  (a) The  Administrative  Agent  (or its  counsel)  shall  have
received  from each party  hereto  either (i) a  counterpart  of this  Agreement
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 this  Agreement)  that such party has signed a counterpart of
this Agreement.

                  (b) The  Administrative  Agent shall have received a favorable
written opinion (addressed to the Administrative Agent and the Lenders and dated
the Effective Date) of Russell G. Horner,  Jr.,  General Counsel of the Company,
substantially  in the form of Exhibit  B-1,  and  covering  such  other  matters
relating to the Borrowers,  this Agreement or the  Transactions  as the Required
Lenders shall reasonably request.  Each Borrower hereby requests such counsel to
deliver such opinion.

                  (c) The  Administrative  Agent shall have received a favorable
written opinion (addressed to the Administrative Agent and the Lenders and dated
the Effective  Date) of Simpson  Thacher & Bartlett,  counsel for the Borrowers,
substantially  in the form of Exhibit  B-2,  and  covering  such  other  matters
relating to the Borrowers,  this Agreement or the  Transactions  as the Required
Lenders shall reasonably request.  Each Borrower hereby requests such counsel to
deliver such opinion.

                  (d)  The   Administrative   Agent  shall  have  received  such
documents  and  certificates  as the  Administrative  Agent or its  counsel  may
reasonably request relating to the organization,  existence and good standing of
each  Borrower  organized  under the laws of the United  States of America,  any
State thereof,  or the District of Columbia and relating to the organization and
existence of each Borrower organized under the laws of a jurisdiction other than
the  United  States,  any  State  thereof,  or the  District  of  Columbia,  the
authorization of the Transactions,  and any other legal matters relating to such
Borrower,  this  Agreement  or the  Transactions,  all  in  form  and  substance
satisfactory to the Administrative Agent and its counsel.

                  (e) The Administrative Agent shall have received a certificate
from each Borrower, dated the Effective Date and signed by the President, a Vice
President,  a  Financial  Officer,  or a director of such  Borrower,  confirming
compliance with the conditions set forth in paragraphs (a), (b), (c), and (d) of
Section 4.02.

                  (f) The  Administrative  Agent shall have received for its own
account,  or for the account of the Lenders, as the case may be, all fees, costs
and expenses due and payable pursuant to the Fee Letter and Section 10.03.

                  (g) All conditions  precedent  related to the Company's merger
with Oryx Energy Company as detailed in the S-4 filed November 17, 1998 with the
SEC shall have been fulfilled.

                  (h) Each of the Oryx  Facility  and the ABN  Facility  A shall
have  been  terminated  and all  respective  obligations  thereunder  have  been
satisfied, subject only to funding of the initial Loans under this Agreement.

The  Administrative  Agent  shall  notify each  Borrower  and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing,  the obligations of the Lenders to make Loans hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant  to  Section  10.02) at or prior to 5:00 p.m.,  New York City time,  on
March 31,  1999  (and,  in the event such  conditions  are not so  satisfied  or
waived, the Commitments shall terminate at such time).

         SECTION 4.02.  Each Credit  Event. The  obligation  of  each  Lender to
make,  convert or continue a Loan on the occasion of any Borrowing is subject to
the satisfaction of the following conditions:

                  (a) On the  occasion of any  Borrowing  other than a Refunding
Borrowing, each of the representations and warranties of the Borrowers set forth
in this  Agreement  shall  be true  and  correct  on and as of the  date of such
Borrowing.   On  the  occasion  of  any   Refunding   Borrowing,   each  of  the
representations  and  warranties of the  Borrowers set forth in this  Agreement,
other than the  representations  and warranties  set forth in Sections  3.04(c),
3.05  and  3.07,  shall  be  true  and  correct  on and as of the  date  of such
Borrowing.

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

                  (c) At the time of and immediately after giving effect to such
Borrowing, the Consolidated Tangible Net Worth shall be equal to or greater than
$1,000,000,000.

                  (d) At the time of and immediately after giving effect to such
Borrowing,  at any time when the  Applicable  Rate is determined by reference to
Level Three,  Four,  Five or Six as provided in the Pricing  Schedule,  the Debt
Leverage Ratio is equal to or less than 3.5:1.00.

                  (e) The  Administrative  Agent  shall have  received a Joinder
Agreement (together with all documents required to be attached thereto) executed
and delivered by the Company and each Subsidiary  Borrower that is designated as
such by the Company  subsequent to the Effective  Date,  and the  Administrative
Agent shall have  delivered a copy of such Joinder  Agreement  (together  with a
copy of all documents required to be attached thereto) to each of the Lenders.

Each Borrowing  shall be deemed to constitute a  representation  and warranty by
each Borrower on the date thereof as to the matters specified in paragraphs (a),
(b), (c) and (d) of this Section.


                                    ARTICLE V

                              Affirmative Covenants

                  Until the Commitments  have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full,  each Borrower  covenants and agrees with the Lenders that it
will:

         SECTION  5.01.  Information.  Deliver,  or cause  to be  delivered,  to
the  Administrative  Agent and each Lender:

         (a) to the extent not already  delivered  pursuant to another clause of
this Section  5.01,  as soon as available and in any event within 120 days after
the end of each fiscal year of the Company,  (i) a consolidated balance sheet of
the Company and its Consolidated  Subsidiaries as of the end of such fiscal year
and the related  consolidated  statements of income,  retained earnings and cash
flows for such fiscal year, setting in each case in comparative form the figures
from the previous  fiscal year, all audited by Arthur  Andersen  L.L.P. or other
independent public accountants of nationally  recognized  standing,  and (ii) an
audited   consolidated  balance  sheet  of  each  Subsidiary  Borrower  and  its
Consolidated  Subsidiaries  as of the end of such  fiscal  year and the  related
consolidated profit and loss account and statements of retained earnings of such
fiscal year,  setting forth in each case in comparative form the figures for the
previous  fiscal year,  accompanied by (A) the report thereon of Arthur Andersen
L.L.P.  or other  independent  public  accounts  of  internationally  recognized
standing,  or (B) if such financial  statements are not otherwise reported on by
independent public  accountants,  a certificate of the Financial Officer of such
Subsidiary Borrower as to fairness of presentation, GAAP and consistency;

         (b) to the extent not already  delivered  pursuant to another clause of
this  Section  5.01,  (i) as soon as  available  and in any event within 60 days
after the end of each of the first  three  quarters  of each  fiscal year of the
Company,  (A) a consolidated  balance sheet of the Company and its  Consolidated
Subsidiaries  as of the  end of  such  quarter,  (B)  the  related  consolidated
statements  of income for such  quarter  and for the  portion  of the  Company's
fiscal year ended at the end of such  quarter  and (C) the related  consolidated
statement  of cash flows for the portion of the  Company's  fiscal year ended at
the end of such  quarter,  setting  forth in each case in  comparative  form the
figures  for the  corresponding  quarter  and the  corresponding  portion of the
Company's  previous  fiscal  year,  all  certified  (subject to normal  year-end
adjustments)  as to  fairness  of  presentation,  GAAP  and  consistency  by the
Financial Officer of the Company; and (ii) as soon as available and in any event
within 90 days after the end of each of the first three  quarters of each fiscal
year of each  Subsidiary  Borrower,  (X) a  consolidated  balance  sheet of such
Subsidiary Borrower and its Subsidiaries as of the end of such quarter,  and (Y)
the related  consolidated profit and loss account of such Subsidiary  Borrower's
fiscal  year  ended at the end of such  quarter,  setting  forth in each case in
comparative form the figures for the corresponding quarter and the corresponding
portion of such  Subsidiary  Borrower's  previous  fiscal  year,  all  certified
(subject to normal year-end  adjustments) as to fairness of  presentation,  GAAP
and consistency by an officer or director of such Subsidiary Borrower;

         (c)  simultaneously   with  the  delivery  of  each  set  of  financial
statements  referred  to in clauses  (a) and (b) above or clause  (g)  below,  a
certificate of the Financial  Officer of the Company (i) stating  whether to the
knowledge  of such  officer,  there exists on the date of such  certificate  any
Default and, if any Default then exists,  setting forth the details  thereof and
the action  which the  Company or  Subsidiary  Borrower,  as the case may be, is
taking or  proposes  to take with  respect  thereto  and (ii)  setting  forth in
reasonable  detail the  computations  necessary  to determine  the  Consolidated
Tangible Net Worth and the Debt Leverage  Ratio as at the end of the  respective
fiscal quarter or fiscal year.

         (d)  simultaneously  with the delivery of each set of audited  year-end
financial   statements   referred   to  in  clauses  (a)  or  (g),  a  statement
substantially  in  the  form  attached  hereto  as  Exhibit  E of  the  firm  of
independent public accountants which reported on such statements stating whether
anything has come to their attention to cause them to believe that there existed
on the date of such statements any Default;

         (e)  forthwith  upon any executive  officer  (meaning any member of the
management committee, a Financial Officer or the general counsel) of the Company
or any officer or director of a Subsidiary  Borrower obtaining  knowledge of the
occurrence of any Default,  a certificate of a Financial  Officer of the Company
setting  forth the  details  thereof  and the action  which the  Company or such
Subsidiary  Borrower,  as the case may be, is taking  or  proposes  to take with
respect thereto;

         (f)  promptly  upon the  mailing  thereof  to the  shareholders  of the
Company  generally,  copies  of all  financial  statements,  reports  and  proxy
statements so mailed;

         (g) promptly upon the filing thereof,  (i) a copy of each  registration
statement (other than the exhibits  thereto and any  registration  statements on
Form S-8 or its equivalent) which the Company shall have filed with the SEC, and
a copy of each  annual,  quarterly  or other  report  (other  than the  exhibits
thereto)  which the Company shall have filed with the SEC and (ii) a copy of any
annual return (other than the exhibits  thereto) which any  Subsidiary  Borrower
shall have filed with the Governmental  Authority having  jurisdiction  over the
registration  or  issuance  of  securities  in the  country  of such  Subsidiary
Borrower's organization, formation or incorporation;

         (h) if and when the  Company  or any  ERISA  Affiliate  (i) gives or is
required  to give  notice to the PBGC of any  "reportable  event" (as defined in
Section 4043 of ERISA) with respect to any Plan which might  constitute  grounds
for a termination  of such Plan under Title IV of ERISA,  or knows that the plan
administrator  of any Plan has given or is  required  to give notice of any such
reportable  event,  a copy of the  notice  of such  reportable  event  given  or
required to be given to the PBGC;  (ii)  receives  notice of complete or partial
withdrawal  liability  under Title IV of ERISA or notice that any  Multiemployer
Plan is in reorganization,  is insolvent or has been terminated,  a copy of such
notice;  or (iii)  receives  notice  from the PBGC under Title IV of ERISA of an
intent to terminate,  impose  liability  (other than for premiums  under Section
4007 of ERISA) in respect of or appoint a trustee to administer any Plan, a copy
of such notice; and

         (i) from time to time,  upon receiving from the Lenders such assurances
of confidential treatment as the Company may reasonably request, such additional
information  regarding  the  performance  of  this  Agreement  or the  financial
position  or business  of any  Borrower,  as the  Administrative  Agent,  at the
request of any Lender, may reasonably request.

         SECTION  5.02.   Payment  of  Taxes.   Pay,  will  cause  each  of  its
Subsidiaries  to pay, all material  taxes,  assessments  and other  governmental
charges  imposed upon it or any of its Properties or assets or in respect of any
of its  franchises,  business,  income or profits before any penalty or interest
accrues thereon, and all material claims (including,  without limitation, claims
for labor, services,  materials and supplies) for sums which have become due and
payable and which by law have or might become a Lien upon any of its  Properties
or assets,  non-payment of which could reasonably be expected to have a Material
Adverse Effect,  provided that no such tax, assessment,  charge or claim need be
paid if being  contested  in good  faith  by  appropriate  proceedings  promptly
initiated  and  diligently  conducted  so long as no Lien  has  attached  to any
Property of the Company or its Subsidiaries as a result thereof.

         SECTION 5.03.  Insurance.  Maintain,  or cause to be  maintained,  with
financially  sound  and  reputable  insurers,  insurance  with  respect  to  its
Properties  and business  and the  Properties  and business of its  Subsidiaries
against loss or damage of the kinds  customarily  insured against by corporation
of established  reputation engaged in the same or similar business and similarly
situated,  of such types and in such amounts as are  customarily  carried  under
similar  circumstances by such other corporations;  provided,  however,  that in
lieu of any such  insurance,  any Borrower or any such Subsidiary may maintain a
system or systems of self-insurance  which are in accord with sound practices of
similarly  situated  corporations  of established  reputation  maintaining  such
systems  and with  respect  to which  such  Borrower  or such  Subsidiary  shall
maintain adequate  insurance  reserves in accordance with GAAP and in accordance
with sound actuarial and insurance principles.

         SECTION 5.04. Conduct of Business and Maintenance of Existence.  Except
as permitted by Section 6.03,  at all times  preserve and keep in full force and
effect,  and cause each  Material  Subsidiary to preserve and keep in full force
and effect,  its  existence,  and rights and franchises  deemed  material to the
Properties,  business, prospects, profits, condition (financial or otherwise) or
operations  of the Company and its  Subsidiaries  taken as a whole,  except that
such rights and franchises and the existence of any Material  Subsidiary  (other
than those of a Subsidiary  Borrower)  may be  terminated  if, in the good faith
judgment of the Board of Directors of the Company,  such  termination  is in the
best interest of the Company and is not disadvantageous to the Lenders.

         SECTION 5.05. Compliance with Laws. Comply, and use its best efforts to
cause each of its  Subsidiaries to comply,  with all applicable  laws, rules and
regulations and orders of any Governmental Authority,  non-compliance with which
could reasonably be expected to have a Material Adverse Effect.

         SECTION 5.06.  Compliance with Environmental  Laws. Comply, and use its
best efforts to cause each of its  Subsidiaries  and each of its Affiliates that
are controlled by it or its  Subsidiaries to comply,  in a timely fashion,  with
the  provisions of all  Environmental  Laws,  failure with which to comply could
reasonably be expected to have a Material  Adverse Effect.  Each Borrower agrees
to defend,  indemnify  and hold the  Administrative  Agent and each Lender,  and
their   respective   directors,    officers,   and   employees   ("Environmental
Indemnitees")  harmless from any loss, liability,  cost, damage, fines, response
costs,  investigative  and monitoring costs,  abatement costs,  attorneys' fees,
experts' or  consultants'  fees,  claims or expenses or any other  Environmental
Liabilities ("Costs") which any such person may incur or suffer as a result of a
breach by the Company or any Subsidiary Borrower of the preceding covenants,  or
as the result of the  breach of any  representation  or  warranty  contained  in
Section 3.07 or as a result of any Environmental Liability,  legal proceeding or
investigation regarding the Company or any of its Subsidiaries,  or any of their
respective plants,  sites or facilities  currently or formerly owned,  operated,
leased or controlled by any of them,  related to Environmental  Laws;  provided,
however,  that with respect to plants,  sites,  or  facilities  formerly  owned,
operated,  leased or controlled by the Company or any of its  Subsidiaries,  the
indemnification  obligations  hereunder  shall relate only to Costs  incurred or
suffered  as a  result  of  an  Environmental  Liability,  legal  proceeding  or
investigation  relating to the ownership,  operation,  lease,  or control by the
Company or any of its  Subsidiaries  of such plants,  sites or  facilities or in
relation  to any plant,  site or facility  jointly  owned,  operated,  leased or
controlled with any other Person, to Costs incurred by virtue of this Agreement.
In no  event  shall  any  Environmental  Indemnitee  be  required  to  make  any
expenditure  or bring any cause of action to enforce the  Company's  obligations
and  liability  under  and  pursuant  to this  Section.  The  Company  and  each
Subsidiary  Borrower  shall  indemnify the respective  Environmental  Indemnitee
regardless  of whether the act,  omission,  facts,  circumstances  or conditions
giving  rise to such  indemnification  were  caused  in  whole or in part by the
respective  Environmental  Indemnitee's  simple (but not gross) negligence.  The
indemnifications  set out in this Section shall survive the  termination of this
Agreement and shall continue to be the personal  liability and obligation of the
Company and each Subsidiary  Borrower,  binding upon them. The  indemnifications
set forth in this Section are also subject to the provisions of Section 10.03(b)
of this  Agreement,  except to the extent  such  provisions  conflict  with this
Section in which case the provisions of this Section shall control.

         SECTION 5.07. Use of Proceeds. Use the proceeds of the Loans made under
this Agreement for working  capital and general  corporate  purposes,  including
non-contested acquisitions,  refinancing of obligations under the ABN Facility A
and the Oryx  Facility,  and  commercial  paper  back-up in the United States of
America and the European Union.  No portion of the Loans will be used,  directly
or  indirectly,  (a) to  purchase  or carry any  Margin  Stock,  (b) to repay or
otherwise  refinance  indebtedness of any Borrower incurred to purchase or carry
any Margin  Stock,  or (c) to extend  credit for the  purpose of  purchasing  or
carrying any Margin Stock.

         SECTION 5.08.  Notice   of   Changed   Credit    Rating.   Notify   the
Administrative    Agent  promptly  on  becoming aware  of any change or proposed
change in any Rating.

         SECTION  5.09.  Subsidiary  Borrowers.  In the  case  of  the  Company,
at all times own,  directly  or indirectly, all outstanding capital stock of the
Subsidiary Borrowers free and clear of all liens or encumbrances.

         SECTION 5.10. Year 2000  Compliance.  Perform,  and, in the case of the
Company,  cause each Material Subsidiary to perform, any reprogramming  required
to permit  the  proper  functioning,  in and  following  the year  2000,  of its
computer systems and equipment containing embedded microchips (including systems
and  equipment  supplied  by others or with  which its  systems  interface)  and
perform the testing of all such systems and equipment,  as so  reprogrammed,  to
the extent necessary to prevent any significant  disruptions to the business and
operations of the Company and its  Subsidiaries on a consolidated  basis,  which
testing shall be completed by September 30, 1999.

                                   ARTICLE VI

                               Negative Covenants

         Until the  Commitments  have expired or terminated and the principal of
and interest on each Loan and all fees payable hereunder have been paid in full:

         SECTION 6.01. Compliance with ERISA. The Company will not, and will not
permit any of its  Subsidiaries  to, (i) engage in any transaction in connection
with which the Company or any of its  Subsidiaries  could be subject to either a
civil penalty  assessed  pursuant to Section  502(i) of ERISA,  a tax imposed by
Section 4975 of the Code, or a lien pursuant to Section 412(n) of the Code, (ii)
terminate  any Plan in a manner,  or take any other  action with  respect to any
such Plan (including,  without limitation, a substantial cessation of operations
within the  meaning of Section  4068(f)  of ERISA),  which  could  result in any
liability of the Company or any of its  Subsidiaries to the PBGC or to a trustee
appointed pursuant to Section 4042(b) or (c) of ERISA, or incur any liability to
the PBGC on account of a  termination  of a Plan  under  Section  4064 of ERISA,
(iii)  fail to make  full  payment  when due of all  amounts  which,  under  the
provisions of any Plan or Section  412(m) of the Code, the Company or any of its
Subsidiaries  is  required  to pay as  contributions  thereto,  (iv)  incur  any
complete or partial withdrawal liability under Title IV of ERISA with respect to
any  Multiemployer  Plan,  or  (v)  permit  to  exist  any  accumulated  funding
deficiency,  whether  or not  waived,  with  respect  to any  Plan,  if,  in the
aggregate,  such penalty or tax or such  liability,  or the failure to make such
payment,  or the  existence  of such  deficiency,  as the case  may be,  exceeds
$25,000,000.

         SECTION 6.02.  Limitation  on Secured  Debt.  Neither the Company nor a
Subsidiary  Borrower  will,  and the Company will not,  permit any  Consolidated
Subsidiary to create, incur, assume or suffer to exist, any Indebtedness secured
by a Lien on any Restricted  Property or any  Indebtedness of the Company or any
Subsidiary,   without  effectively  providing  that  the  Loans  and  any  other
Indebtedness  evidenced by this Agreement  shall be secured  equally and ratably
with  (or  prior  to)  such  secured  Indebtedness,  so  long  as  such  secured
Indebtedness  shall be so secured,  unless,  after giving  effect  thereto,  the
aggregate  principal  amount of all such  secured  Indebtedness  (not  including
secured  Indebtedness  permitted to be secured  under  clauses (a) to (j) below)
plus the  aggregate  "value"  (as  defined  below) of all  "sale  and  leaseback
transaction"  (as  defined  below,  but not  including  any  sale  or  leaseback
transaction  the  proceeds  of which  have  been or will be  applied  to  funded
Indebtedness of the Company or its Subsidiaries within 120 days from the time of
such transaction) would not exceed five percent (5%) of Stockholders'  Equity of
the Company;  provided,  however, that this Section 6.02 shall not apply to, and
there  shall be  excluded  from  secured  Indebtedness  in any  computation  for
purposes of this Section 6.02, any Indebtedness secured by:

                  (a)      Liens existing on the date of this Agreement;

                  (b) any Lien existing on any asset of any  corporation  at the
time such  corporation  becomes a  Consolidated  Subsidiary  and not  created in
contemplation of such event and which does not extend to any other assets of the
Company or any Consolidated Subsidiary;

                  (c) any Lien on any asset  securing  Indebtedness  incurred or
assumed for the purpose of financing  all or any part of the cost of  acquiring,
constructing  or improving such asset,  provided that such Lien attaches to such
asset  concurrently with or within 24 months after the acquisition or completion
of  construction  or  improvement   thereof,   and  provided  further  that  the
Indebtedness  secured  by such Lien  shall  not  exceed  the cost of  acquiring,
constructing or improving such asset;

                  (d) any Lien on any asset of any  corporation  existing at the
time such  corporation is merged or  consolidated  with or into the Company or a
Consolidated Subsidiary and not created in contemplation of such event and which
does  not  extend  to any  other  assets  of  the  Company  or any  Consolidated
Subsidiary;

                  (e) any Lien  existing on any asset  prior to the  acquisition
thereof  by  the  Company  or a  Consolidated  Subsidiary  and  not  created  in
contemplation of such acquisition;

                  (f) any Lien  arising  pursuant  to any  order of  attachment,
distraint or similar legal process arising in connection with court  proceedings
so long as the execution or other enforcement  thereof is effectively stayed and
the claims  secured  thereby are being  contested  in good faith by  appropriate
proceedings;

                  (g) Liens to secure  indebtedness of the pollution  control or
industrial  revenue  bond  type and Liens in favor of the  United  States or any
State  thereof,  or  any  department,  agency,  instrumentality,   or  political
subdivision of any such  jurisdiction,  to secure any indebtedness  incurred for
the  purpose  of  financing  all or any  part of the  purchase  price or cost of
constructing or improving the property subject thereto;

                  (h)  any  Lien  (including  Liens  in  respect  of  production
payments)  to secure the payment of all or any part of the cost of  exploration,
drilling,  mining,  or  development of property which had prior to September 30,
1998,  produced no material volumes of hydrocarbons,  minerals,  timber or other
products or by-products produced or extracted from such property,  provided that
the  Indebtedness  secured by such Lien shall not exceed the cost of  exploring,
drilling,  mining or development  such property;  and provided further that such
Lien shall not extend to any property  other than the property  being  explored,
drilled, mined or developed;

                  (i) Liens securing Indebtedness incurred by the Company or any
of its Subsidiaries to pay all or any part of the cost of exploration,  drilling
or development  any North Sea properties  within the  territorial  waters of the
United Kingdom,  provided, that the Indebtedness secured by such Liens shall not
exceed the cost of such  exploration,  drilling,  or  development;  and provided
further that such Lien shall not extend to any property  other than the property
being explored, drilled or developed; and

                  (j)  any  Lien  arising  out  of the  refinancing,  extension,
renewal or refunding of any Indebtedness secured by any Lien permitted by any of
the  foregoing  clauses  of this  section,  provided  that  the  amount  of such
Indebtedness is not increased and is not secured by any additional assets;

         For  purposes  of this  Section  6.02,  the term  "sale  and  leaseback
transaction"  means any arrangement  with any bank,  insurance  company or other
lender or investor or to which any such lender or investor is a party, providing
for the leasing by the  Company or any of its  Consolidated  Subsidiaries  for a
period,  including renewals, in excess of three years on any Restricted Property
owned or leased by the Company or any of its Consolidated Subsidiaries which has
been  sold  or  transferred,   more  than  120  days  after  the  completion  of
construction and commencement of full operation  thereof,  by the Company or any
of its Consolidated  Subsidiaries to such lender or investor or to any Person to
whom funds have been or are to be  advanced  by such  lender or  investor on the
security of such  Restricted  Property.  For purposes of this Section 6.02,  the
term "value" means, with respect to a sale and leaseback transaction,  as of any
particular  time, an amount equal to the greater of (i) the net proceeds of sale
of  the  Restricted   Property  leased  pursuant  to  such  sale  and  leaseback
transaction,  and (ii) the fair value of such Restricted Property at the time of
entering into such sale and leaseback  transaction as determined by the Board of
Directors of the  Company,  in each case  multiplied  by a fraction of which the
numerator  is the  number  of full  years  remaining  in the  term of the  lease
(without  regard to renewal  options) and the  denominator is the number of full
years of the full term of the lease (without regard to renewal options).

         SECTION 6.03.  Consolidations, Mergers and Sales of Assets.

         (a) Neither the Company nor any Subsidiary  Borrower will be a party to
any  merger  or  consolidation  or sell,  lease  or  otherwise  transfer  all or
substantially  all of its  Property;  provided  that the  Company  may  merge or
consolidate with another  corporation and may sell, lease or otherwise  transfer
all or substantially  all of its Property as an entirety to another  corporation
if (i) the surviving or acquiring corporation (if other than the Company) (A) is
organized under the laws of the United States or a jurisdiction  thereof and (B)
expressly assumes by writing reasonably satisfactory to the Required Lenders the
covenants and obligations in this Agreement,  and (ii) immediately  after giving
effect  to such  transaction,  (x) no  condition  or  event  shall  exist  which
constitutes a Default, (y) the Consolidated Tangible Net Worth shall not be less
than $1,000,000,000, and (z) in the event that any Rating or any expected Rating
(resulting  from  such  merger,  consolidation,  sale,  lease or  transfer)  for
determining the Applicable Rate is determined by reference to Level Three, Four,
Five or Six as provided in the Pricing  Schedule,  the Debt Leverage Ratio shall
be equal to or less than 3.5:1.00;  and provided,  further,  that any Subsidiary
Borrower may merge or consolidate  with another  corporation and may sell, lease
or otherwise transfer all or substantially all of its Property as an entirety to
another corporation if (i) the surviving or acquiring corporation (if other than
another  Subsidiary  Borrower)  (A) is  organized  under the laws of the country
under whose laws such  Subsidiary  Borrower is  organized  and (B)  executes and
delivers to the Administrative  Agent a Joinder Agreement,  (ii) all outstanding
capital stock of the surviving or acquiring  corporation is owned by the Company
free and clear of any Lien,  and (iii)  immediately  after giving effect to such
transaction,  no condition or event shall exist which  constitutes a Default and
the conditions for a Borrowing other than a Refunding  Borrowing as set forth in
Section 4.02  (whether or not a Borrowing  occurs in connection  therewith)  are
satisfied.

         (b) Concurrently with the public disclosure thereof,  the Company shall
give written notice to the  Administrative  Agent and the Lenders  describing in
reasonable detail any proposed  transaction  described in this Section, the date
on which it is proposed to be consummated  and the identity and  jurisdiction of
organization of the proposed successor or transferee corporation.

         (c)  Notwithstanding  anything contained in this Section 6.03, the Oryx
Merger is hereby expressly permitted.

         SECTION 6.04. Transactions with Affiliates. Neither the Company nor any
Subsidiary  Borrower will engage,  directly or  indirectly,  in any  transaction
(including,  without limitation, the purchase, sale or exchange of assets or the
rendering of any service) with any Affiliate,  except in the ordinary  course of
and pursuant to the reasonable  requirements of the Company's or such Subsidiary
Borrower's or such Affiliate's  business and upon fair and reasonable terms that
are  substantially  the same as those which might be obtained in an arm's length
transaction  at the time from  Persons  which are not such an  Affiliate or upon
terms which could not reasonably be expected to have a Material  Adverse Effect;
provided,  however,  that  taxes  may be  allocated  among the  Company  and its
Affiliates  in any  manner  consistent  with  Section  1552  (or  any  successor
provision)  of the Code,  general and  administrative  expenses may be allocated
among the Company and its Affiliates in any manner  consistent  with Section 482
(or any  successor  provision)  of the Code,  and  interest  may be  charged  or
credited to Affiliates in any reasonable manner not inconsistent with the Code.


                                   ARTICLE VII

                                    Guaranty

         SECTION  7.01.  The  Guaranty.  In order to induce the Lenders to enter
into this  Agreement and to extend credit  hereunder and in  recognition  of the
direct  benefits to be received  by the Company  from the  proceeds of the Loans
made to the  Subsidiary  Borrowers,  the  Company  hereby,  unconditionally  and
irrevocably  guarantees as primary obligor and not merely as surety the full and
prompt payment when due, whether upon maturity, by acceleration or otherwise, of
any and all of the Guaranteed  Obligations  of the  Subsidiary  Borrowers to the
Administrative Agent or the Lenders. If any or all of the Guaranteed Obligations
of the Subsidiary  Borrowers to the Administrative  Agent or the Lenders becomes
due  and  payable  hereunder,  the  Company  unconditionally  in the  applicable
currency of such Guaranteed Obligation, promises to pay such indebtedness to the
Administrative Agent for the account of each Lender on demand, together with any
and all reasonable expenses which may be incurred by the Administrative Agent or
the Lenders in collecting any of the Guaranteed Obligations.  This Guaranty is a
guaranty of payment and not collection.  All payments made by Company under this
Guaranty  shall  be made on the same  basis as  payments  by the  Company  under
Sections 2.07 and 2.08.

         SECTION 7.02. Bankruptcy. Additionally, the Company unconditionally and
irrevocably  guarantees the payment of any and all of the Guaranteed Obligations
of the Subsidiary  Borrowers to the Administrative Agent and the Lenders whether
or not then due or payable by such  Subsidiary  Borrowers upon the occurrence in
respect of any  Subsidiary  Borrower of any of the events  specified in Sections
8(h)  or  8(i),  and  unconditionally  and  irrevocably  promises  to  pay  such
Guaranteed  Obligations  to the  Administrative  Agent for the  account  of each
Lender on demand, in the applicable currency of such Guaranteed Obligation.

         SECTION  7.03.  Nature of  Liability.  (a) The liability of the Company
hereunder is exclusive and  independent of any security for or other guaranty of
the Guaranteed  Obligations of the Subsidiary  Borrowers whether executed by the
Company,  any other  guarantor or by any other party,  and the  liability of the
Company  hereunder  shall not be affected or impaired by (i) any direction as to
application of payment by any Subsidiary Borrower or by any other party, or (ii)
any other  continuing or other guaranty,  undertaking or maximum  liability of a
guarantor  or of  any  other  party  as to  the  Guaranteed  Obligations  of the
Subsidiary Borrowers,  or (iii) any payment on or in reduction of any such other
guaranty or  undertaking,  or (iv) any  dissolution,  termination  or  increase,
decrease or change in personnel by the Subsidiary Borrowers,  or (v) any payment
made to the  Administrative  Agent or the Lenders on the Guaranteed  Obligations
which the Administrative  Agent or the Lenders repay to the Subsidiary Borrowers
pursuant  to  court  order  in  any  bankruptcy,  reorganization,   arrangement,
moratorium or other debtor relief  proceeding,  and the Company waives any right
to the deferral or modification  of its  obligations  hereunder by reason of any
such proceeding.

                  (b) If claim is ever made upon the Administrative Agent or any
Lender for repayment or recovery of any amount or amounts received in payment or
on account of any of the Guaranteed  Obligations and any of the aforesaid payees
repays all or part of said amount by reason of (i) any judgment, decree or order
of any court or administrative  body having  jurisdiction over such payee or any
of its property or (ii) any  settlement or compromise of any such claim effected
by such payee with any such claimant (including any Subsidiary  Borrower),  then
and in such event the Company  agrees  that any such  judgment,  decree,  order,
settlement or compromise shall be binding upon the Company,  notwithstanding any
revocation hereof or other instrument evidencing any liability of any Subsidiary
Borrower,  and the Company shall be and remain  liable to the  aforesaid  payees
hereunder  for the amount so repaid or  recovered  to the same extent as if such
amount had never originally been received by any such payee.

         SECTION 7.04.  Independent  Obligation.  The obligations of the Company
hereunder  are  independent  of the  obligations  of any other  guarantor or the
Subsidiary  Borrowers,  and a  separate  action or actions  may be  brought  and
prosecuted  against  the  Company  whether or not action is brought  against any
other  guarantor  or the  Subsidiary  Borrowers  and  whether  or not any  other
guarantor or the  Subsidiary  Borrowers be joined in any such action or actions.
The Company waives,  to the fullest extent  permitted by law, the benefit of any
statute of  limitations  affecting  its liability  hereunder or the  enforcement
thereof.  Any payment by any  Subsidiary  Borrower or other  circumstance  which
operates to toll any statute of limitations as to such Subsidiary Borrower shall
operate to toll the statute of limitations as to the Company. This Guaranty is a
continuing one with respect to the Guaranteed  Obligations,  and all liabilities
to which it applies or may apply under the terms  hereof  shall be  conclusively
presumed to have been created in reliance hereon.

         SECTION 7.05. Authorization.  The Company authorizes the Administrative
Agent and the Lenders  without  notice or demand (except as shall be required by
applicable statute and cannot be waived), and without affecting or impairing its
liability under this Article VII, from time to time to:

                  (a) change the manner,  place or terms of payment  of,  and/or
change or extend the time of payment of, renew,  increase,  accelerate or alter,
any of the  Guaranteed  Obligations  (including  any increase or decrease in the
rate of interest  thereon),  any security  therefor,  or any liability  incurred
directly or indirectly in respect  thereof,  and the Guaranty  herein made shall
apply to the Guaranteed Obligations as so changed, extended, renewed or altered;

                  (b) take and hold  security for the payment of the  Guaranteed
Obligations and sell, exchange,  release,  surrender,  realize upon or otherwise
deal with in any manner and in any order any property by  whomsoever at any time
pledged  or  mortgaged  to  secure,  or  howsoever   securing,   the  Guaranteed
Obligations  or any  liabilities  (including  any of those  hereunder)  incurred
directly  or  indirectly  in  respect  thereof  or  hereof,  and/or  any  offset
thereagainst;

                  (c)  exercise  or refrain from  exercising any rights against
the Subsidiary  Borrowers or others or otherwise act or refrain from acting;

                  (d)  release  or  substitute  any  one   or   more  endorsers,
guarantors,  the Subsidiary  Borrowers or other obligors;

                  (e) settle or compromise  any of the  Guaranteed  Obligations,
any  security  therefor  or any  liability  (including  any of those  hereunder)
incurred  directly  or  indirectly  in  respect  thereof  or  hereof,   and  may
subordinate  the  payment  of all or any  part  thereof  to the  payment  of any
liability  (whether due or not) of the Subsidiary  Borrowers to their  creditors
other than the Lenders;

                  (f) apply any sums by whomsoever paid or howsoever realized to
any  liability  or  liabilities  of the  Subsidiary  Borrowers  to  the  Lenders
regardless of what liability or liabilities of the Subsidiary  Borrowers  remain
unpaid;

                  (g) consent to or waive any breach of, or any act, omission or
default under,  this Agreement or any of the instruments or agreements  referred
to herein,  or otherwise  amend,  modify or supplement  this Agreement or any of
such other instruments or agreements; and/or

                  (h)  take  any  other  action  which  would,  under  otherwise
applicable principles of common law, give rise to a legal or equitable discharge
of the Company from its liabilities under this Guaranty.

         SECTION 7.06. Subordination.  Any of the Indebtedness of the Subsidiary
Borrowers now or hereafter owing to the Guarantor is hereby  subordinated to the
Guaranteed  Obligations of the Subsidiary  Borrowers owing to the Administrative
Agent and the  Lenders;  and if the  Administrative  Agent so requests at a time
when an  Event  of  Default  exists,  all such  Indebtedness  of the  Subsidiary
Borrowers  to the  Company  shall be  collected,  enforced  and  received by the
Company for the  benefit of the  Lenders and be paid over to the  Administrative
Agent on behalf of the Lenders on account of the  Guaranteed  Obligations of the
Subsidiary  Borrowers to the Lenders,  but without affecting or impairing in any
manner the liability of the Company under the other provisions of this Guaranty.

         SECTION 7.07. Waiver. (a) The Company waives any right (except as shall
be  required  by  applicable  statute  and  cannot be  waived)  to  require  the
Administrative  Agent or the  Lenders  to (i)  proceed  against  any  Subsidiary
Borrower,  any other  guarantor  or any other  party,  (ii)  proceed  against or
exhaust any security held from the Subsidiary Borrowers,  any other guarantor or
any other party or (iii) pursue any other remedy in the  Administrative  Agent's
or the Lenders'  power  whatsoever.  The Company  waives any defense based on or
arising out of any defense of the Subsidiary  Borrowers,  any other guarantor or
any other party, other than payment in full of the Guaranteed Obligations, based
on or  arising  out of the  disability  of any  Subsidiary  Borrower,  any other
guarantor  or any  other  party,  or  the  unenforceability  of  the  Guaranteed
Obligations or any part thereof from any cause,  or the cessation from any cause
of the liability of the Subsidiary  Borrowers  other than payment in full of the
Guaranteed  Obligations.  The Administrative Agent and the Lenders may, at their
election,  foreclose on any  security  held by the  Administrative  Agent or the
Lenders  by one or more  judicial  or  nonjudicial  sales,  whether or not every
aspect of any such sale is  commercially  reasonable (to the extent such sale is
permitted  by  applicable  law),  or  exercise  any other  right or  remedy  the
Administrative  Agent and the Lenders may have against the Subsidiary  Borrowers
or any other party, or any security,  without  affecting or impairing in any way
the  liability  of the  Company  hereunder  except to the extent the  Guaranteed
Obligations  have been paid. The Company  waives any defense  arising out of any
such  election by the  Administrative  Agent and the  Lenders,  even though such
election  operates  to  impair  or  extinguish  any  right of  reimbursement  or
subrogation  or other  right or remedy of the  Company  against  any  Subsidiary
Borrower or any other party or any security.

                  (b)  The  Company   waives  all   presentments,   demands  for
performance,  protests  and notices,  including  without  limitation  notices of
nonperformance, notices of protest, notice of acceleration, notices of intent to
accelerate,  notices of dishonor,  notices of acceptance of this  Guaranty,  and
notices of the existence,  creation or incurring of new or additional Guaranteed
Obligations. The Company assumes all responsibility for being and keeping itself
informed of the Subsidiary Borrowers' financial condition and assets, and of all
other  circumstances  bearing  upon the  risk of  nonpayment  of the  Guaranteed
Obligations  and the  nature,  scope and extent of the risks  which the  Company
assumes and incurs hereunder,  and agrees that the Administrative  Agent and the
Lenders  shall have no duty to advise the Company of  information  known to them
regarding such circumstances or risks.

         SECTION 7.08.  Legal  Limitations  of  Liability.  It is the desire and
intent  of the  Company,  the  Administrative  Agent and the  Lenders  that this
Guaranty shall be enforced against the Company to the fullest extent permissible
under  the  laws and  public  policies  applied  in each  jurisdiction  in which
enforcement is sought.  If, however,  and to the extent that, the obligations of
the  Company  under  this  Guaranty  shall  be  adjudicated  to  be  invalid  or
unenforceable  for any reason  (including,  without  limitation,  because of any
applicable   state  or  federal  law  relating  to  fraudulent   conveyances  or
transfers),  then the amount of the Guaranteed  Obligations of the Company shall
be deemed to be reduced  and the  Company  shall pay the  maximum  amount of the
Guaranteed Obligations which would be permissible under applicable law.

         SECTION 7.09.  Discharge Only Upon Payment.  The Company's  obligations
hereunder  shall  remain in full force and  effect  until the  Commitments  have
terminated  and the  principal  and interest on the Loans and all other  amounts
payable by the Borrowers  under this Agreement shall have been paid in full. The
provisions of this Section 7.09 shall survive the  termination of this Agreement
and any  satisfaction or discharge of any Subsidiary  Borrower or the Company by
virtue of any payment, any court order or any applicable law. The obligations of
the Company under this Article VII constitute  the full recourse  obligations of
the Company enforceable against it to the full extent of all its Property.

         SECTION 7.10.  Subrogation.  The Company irrevocably waives any and all
rights to which it may be  entitled,  by  operation  of law or  otherwise,  upon
making any payment hereunder to be subrogated to the rights of the payee against
any  Subsidiary  Borrower  with  respect  to such  payment  or  otherwise  to be
reimbursed,  indemnified  or  exonerated by any  Subsidiary  Borrower in respect
thereof in any  bankruptcy,  insolvency  or  similar  proceeding  involving  any
Subsidiary Borrower as debtor commencing within one year after the making of any
payment by any  Subsidiary  Borrower  under this  Agreement or in respect of the
Loans.  The Company hereby  further waives any right to enforce via  subrogation
any other  remedy  which the  Administrative  Agent or any Lender now has or may
hereafter  have  against any  Subsidiary  Borrower  and any right of  indemnity,
reimbursement  or contribution  against any Subsidiary  Borrower the Company may
have by virtue of the Company's  performance of its obligations  hereunder until
such time as the  Administrative  Agent and the Lenders  have been  indefeasibly
paid in full and the Commitments have expired or been terminated.


                                  ARTICLE VIII

                                Events of Default

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

         (a) any Borrower  shall fail to pay when due any principal on any Loan,
or within  five days of the due date  thereof any fee or interest on any Loan or
any other amount payable hereunder;

         (b) any  Borrower  shall  fail  to  observe  or  perform  any  covenant
contained in Section 5.01(e),  Sections 5.07 through 5.10 inclusive, or Sections
6.02 through 6.04 inclusive;

         (c) any  Borrower  shall  fail  to  observe  or  perform  any  covenant
contained in  subsections  5.01(a),  (b),  (c), (d), (f), (g), (h) or (i) for 30
days  after  written  notice  thereof  has  been  given  to the  Company  by the
Administrative Agent at the request of any Lender;

         (d) any  Borrower  shall fail to observe or  perform  any  covenant  or
agreement  contained in this Agreement (other than those covered by clauses (a),
(b) or (c) above) for 30 days;

         (e) any  representation,  warranty,  certification or statement made or
deemed,  pursuant to the terms hereof, to have been made by any Borrower in this
Agreement or in any certificate,  financial  statement or other notice delivered
pursuant to this  Agreement  shall prove to have been  incorrect in any material
respect when made or deemed to have been made.

         (f) the  Company  or any of its  Subsidiaries  shall  fail to make  any
payment in respect of any Material Financial  Obligations when due or within any
applicable grace period; or

         (g)  any  event  or  condition  occurs  that  results  in any  Material
Financial  Obligation  becoming  due  prior to its  scheduled  maturity  or that
enables or permits  (with or without the giving of notice,  the lapse of time or
both) the holder or holders of any Material Financial  Obligation or any trustee
or agent on its or their behalf to cause any Material  Financial  Obligation  to
become due, or to require the prepayment,  repurchase,  redemption or defeasance
thereof,  prior to its scheduled  maturity;  provided that this clause (g) shall
not apply to secured  Indebtedness that becomes due as a result of the voluntary
sale or transfer of the property or assets securing such Indebtedness;

         (h) Any Borrower or any Material  Subsidiary shall commence a voluntary
case or other proceeding  seeking  liquidation,  reorganization  or other relief
with  respect  to  itself or its debts  under  any  bankruptcy,  reorganization,
compromise,   arrangement,   insolvency,   readjustment  of  debt,  dissolution,
liquidation or other similar law of any  jurisdiction now or hereafter in effect
(herein called the "Bankruptcy Law") or shall seek the appointment of a trustee,
receiver,  liquidator,  custodian  or  other  similar  official  of  it  or  any
substantial  part of its Property,  or shall consent to, approve or acquiesce in
any  such  relief  or to the  commencement  of any  involuntary  case  or  other
proceeding  described  in clause  (i) below or to the  appointment  of or taking
possession  by any such  official in any  involuntary  case or other  proceeding
commenced  against  it, or shall make a general  assignment  for the  benefit of
creditors, or shall fail generally to pay its debts as they become due, or shall
take any corporate action to authorize any of the foregoing;

         (i) an involuntary case or other proceeding shall be commenced  against
any Borrower or any Material Subsidiary seeking  liquidation,  reorganization or
other relief with respect to its debts under any  Bankruptcy  Law or seeking the
appointment  of a trustee,  receiver,  liquidator,  custodian  or other  similar
official of it or any  substantial  part of its property,  and such  involuntary
case or other proceeding  shall remain  undismissed and unstayed for a period of
60 days;  or an order for relief  shall be entered  against any  Borrower or any
Material  Subsidiary  under any Bankruptcy Laws or an order,  judgment or decree
shall be entered appointing any such trustee, receiver, custodian, liquidator or
similar official;

         (j) Any Subsidiary  Borrower  becomes  insolvent,  is unable to pay its
debts as they fall due, stops,  suspends or threatens to stop or suspend payment
of all or  substantially  all of its debts,  begins  negotiations  to  readjust,
reschedule or defer all or substantially all of its Indebtedness  (which it will
otherwise  be unable to pay when due) or proposes or makes a general  assignment
or an arrangement  or composition  with or for the benefit of its creditors or a
moratorium is agreed or declared in respect of or affecting all or substantially
all of the Indebtedness of such Subsidiary Borrower;

         (k) The Company or any ERISA  Affiliate shall fail to pay when due (and
not being contested in good faith) an amount or amounts aggregating in excess of
the ERISA  Obligation  Threshold which it shall have become liable to pay to the
PBGC,  the  Internal  Revenue  Service  or  the  Department  of  Labor  or  to a
Multiemployer  Plan under Title IV of ERISA;  or notice of intent to terminate a
Plan or Plans  having  aggregate  Unfunded  Benefit  Liabilities  in  excess  of
$50,000,000  (collectively,  a "Material Plan") shall be filed under Title IV of
ERISA by the  Company  or any ERISA  Affiliate,  any plan  administrator  or any
combination  of the foregoing;  or the PBGC shall  institute  proceedings  under
Title IV of ERISA to  terminate,  to impose  liability  (other than for premiums
under Section 4007 of ERISA) in respect of or to cause a trustee to be appointed
to  administer  any  Material  Plan;  or there shall occur a complete or partial
withdrawal  from,  or a default,  within the  meaning of Section  4219(c)(5)  of
ERISA,  with respect to, one or more  Multiemployer  Plans which would cause the
Company or any ERISA Affiliate to incur a current  payment  obligation in excess
of $50,000,000;  or a condition shall exist by reason of which the PBGC would be
entitled  to  obtain  a  decree  adjudicating  that any  Material  Plan  must be
terminated;

         (l) a final judgment or order for the payment of money in excess of the
Final  Judgment  Threshold  not  covered  by  insurance  (as to which  insurance
coverage  there is delivered to the  Administrative  Agent an opinion of counsel
reasonably  satisfactory to the Administrative  Agent that such coverage applies
to such  judgment  or order and that the  applicable  insurance  carrier has not
contested  the payment  thereof)  shall be  rendered  against the Company or any
Material  Subsidiary and such judgment or order shall continue  unsatisfied  and
not stayed,  bonded,  vacated or  suspended by  agreement  with the  beneficiary
thereof for a period of 60 days;

         (m) any event occurs which, under the law of the relevant jurisdiction,
has a  substantially  equivalent  effect  to  any  of the  events  mentioned  in
paragraphs (h), (i), (j) (k) or (l) of  this Section; then, and  in  every  such
event  (other  than  an  event  with  respect  to  any  Borrower  described   in
clause  (h)   or   (i)   of   this    Article),   and   at  any time  thereafter
during the continuance of such event, (i) the  Administrative  Agent may, and at
the request of the Required Lenders shall, by notice to the Company, take either
or both of the following  actions,  at the same or different times (A) terminate
the  Commitments  and thereupon the  Commitments  shall  terminate  immediately,
and/or (B) declare the Loans then  outstanding  (together with accrued  interest
thereon and all fees and all other  amounts  payable  hereunder) to be, and such
amounts shall thereupon become, immediately due and payable without presentment,
demand, protest,  notice to accelerate,  notice of intent to accelerate or other
notice of any kind,  all of which are hereby waived by each  Borrower;  provided
that in the case of any of the Events of Default  specified in clause (h) or (i)
above with  respect to any  Borrower,  without any notice to any Borrower or any
other act by the Administrative  Agent or the Lenders, (i) the Commitments shall
thereupon  terminate and the Loans (together with accrued  interest  thereon and
all fees and all other amounts payable  hereunder) shall become  immediately due
and payable without  presentment,  demand,  protest or other notice of any kind,
all of which are hereby waived by each  Borrower;  (ii) each Lender may exercise
its rights of offset against each account and all other property of any Borrower
or both in the  possession of such Lender,  which right is hereby granted by the
Borrowers to the Lenders; and (iii) the Administrative Agent and each Lender may
exercise  any and all other  rights  pursuant to this  Agreement,  at law and in
equity.


                                   ARTICLE IX

                            The Administrative Agent

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

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

         The  Administrative  Agent  shall not have any  duties  or  obligations
except those expressly set forth herein.  Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other  implied  duties,  regardless  of whether a Default  has  occurred  and is
continuing,  (b) the  Administrative  Agent  shall not have any duty to take any
discretionary action or exercise any discretionary  powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing by the Required Lenders (or such other number or
percentage  of the  Lenders as shall be  necessary  under the  circumstances  as
provided in Section  10.02),  and (c) except as expressly set forth herein,  the
Administrative  Agent  shall  not have any duty to  disclose,  and  shall not be
liable for the failure to disclose,  any information relating to any Borrower or
any of its Subsidiaries  that is communicated to or obtained by the bank serving
as  Administrative  Agent  or  any  of  its  Affiliates  in  any  capacity.  The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary  under the  circumstances  as
provided  in Section  10.02) or in the  absence of its own gross  negligence  or
wilful  misconduct.  The  Administrative  Agent  shall  be  deemed  not to  have
knowledge of any Default unless and until written notice thereof is given to the
Administrative  Agent by any Borrower or a Lender, and the Administrative  Agent
shall not be  responsible  for or have any duty to ascertain or inquire into (i)
any statement,  warranty or  representation  made in or in connection  with this
Agreement,  (ii) the  contents  of any  certificate,  report  or other  document
delivered  hereunder  or  in  connection  herewith,  (iii)  the  performance  or
observance of any of the covenants,  agreements or other terms or conditions set
forth herein, (iv) the validity, enforceability, effectiveness or genuineness of
this  Agreement  or any other  agreement,  instrument  or  document,  or (v) the
satisfaction of any condition set forth in Article IV or elsewhere herein, other
than to confirm  receipt of items  expressly  required  to be  delivered  to the
Administrative Agent.

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

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

         Subject to the appointment and acceptance of a successor Administrative
Agent as provided in this paragraph,  the Administrative Agent may resign at any
time by notifying the Lenders and each Borrower.  Upon any such resignation,  so
long as no Default exists, the Company shall have the right, with the consent of
the Required Lenders, such consent not to be unreasonably withheld, to appoint a
successor.  If a Default  exists,  the Required  Lenders shall have the right to
appoint a successor without the consent of the Company or any other Borrower. If
no  successor  shall  have been so  appointed  by the  Company  or the  Required
Lenders, as applicable,  and shall have accepted such appointment within 30 days
after the retiring  Administrative  Agent gives notice of its resignation,  then
the  retiring  Administrative  Agent may,  on behalf of the  Lenders,  appoint a
successor  Administrative Agent which shall be a bank with an office in New York
City,  New York,  or an  Affiliate  of any such  bank,  and which has a combined
capital  and  surplus  of at  least  $500,000,000.  Upon the  acceptance  of its
appointment as  Administrative  Agent  hereunder by a successor,  such successor
shall succeed to and become vested with all the rights,  powers,  privileges and
duties of the retiring  Administrative  Agent,  and the retiring  Administrative
Agent shall be discharged  from its duties and obligations  hereunder.  The fees
payable by the Company to a successor  Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed between the Company and
such successor.  After the Administrative  Agent's  resignation  hereunder,  the
provisions  of this Article and Section  10.03 shall  continue in effect for the
benefit  of  such  retiring  Administrative  Agent,  its  sub-agents  and  their
respective  Related  Parties in respect  of any  actions  taken or omitted to be
taken by any of them while it was acting as Administrative Agent.

         Each  Lender  acknowledges  that  it  has,  independently  and  without
reliance  upon the  Administrative  Agent or any other  Lender and based on such
documents  and  information  as it has deemed  appropriate,  made its own credit
analysis  and  decision  to  enter  into  this   Agreement.   Each  Lender  also
acknowledges  that  it  will,   independently  and  without  reliance  upon  the
Administrative  Agent  or any  other  Lender  and  based on such  documents  and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any related agreement or any document furnished hereunder or thereunder.

                                    ARTICLE X

                                  Miscellaneous

         SECTION  10.01.  Notices.  Except  in the  case of  notices  and  other
communications  expressly  permitted to be given by  telephone,  all notices and
other  communications  provided  for  herein  shall be in  writing  and shall be
delivered  by  hand  or  overnight  courier  service,  mailed  by  certified  or
registered mail or sent by telecopy, as follows:

                  (a) if to Kerr-McGee  Corporation, to it at 123 Robert S. Kerr
Avenue,  Oklahoma City, Oklahoma, 73102, Attention of Melody Walke (Telecopy No.
(405) 270-3852);

                  (b) if to any  Subsidiary  Borrower,  to its  attention at the
address and the telephone and telecopy numbers set forth in clause (a) above;

                  (c)  if to the  Administrative  Agent,  to it at  its  offices
located at One Liberty  Plaza,  New York,  New York,  10006-1404,  Attention  of
Manager, Agency Services (Telecopy No. (212) 428-2310);

                  (d) if to any other Lender,  to it at its address (or telecopy
number) set forth in the Notice Schedule.

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  10.02.  Waivers;  Amendments.  (a) No  failure or delay by the
Administrative  Agent or any Lender in exercising  any right or power  hereunder
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any such  right or  power,  or any  abandonment  or  discontinuance  of steps to
enforce such a right or power, preclude any other or further exercise thereof or
the  exercise  of any other  right or power.  The  rights  and  remedies  of the
Administrative  Agent  and the  Lenders  hereunder  are  cumulative  and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any  provision  of this  Agreement  or consent to any  departure by any Borrower
therefrom shall in any event be effective  unless the same shall be permitted by
paragraph  (b) of this  Section,  and  then  such  waiver  or  consent  shall be
effective  only in the  specific  instance  and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan shall not
be  construed  as  a  waiver  of  any   Default,   regardless   of  whether  the
Administrative  Agent or any  Lender may have had  notice or  knowledge  of such
Default at the time.

                  (b) Neither this  Agreement  nor any  provision  hereof may be
waived,  amended or modified  except  pursuant to an agreement or  agreements in
writing entered into by each Borrower and the Required Lenders, or each Borrower
and the Administrative Agent with the consent of the Required Lenders;  provided
that no such  agreement  shall (i) increase the Commitment of any Lender without
the written consent of such Lender,  (ii) increase the maximum amount  available
under the Foreign  Available  Amount without the written  consent of each Lender
affected thereby, such consent not to be unreasonably withheld, (iii) reduce the
principal amount of any Loan or reduce the rate of interest  thereon,  or reduce
any fees payable hereunder,  without the written consent of each Lender affected
thereby,  (iv) postpone the scheduled date of payment of the principal amount of
any Loan, or any interest thereon, or any fees payable hereunder,  or reduce the
amount of, waive or excuse any such payment,  or postpone the scheduled  date of
expiration  of any  Commitment,  without  the  written  consent  of each  Lender
affected thereby, (v) change Section 2.15(b) or (c) in a manner that would alter
the pro rata sharing of payments required  thereby,  without the written consent
of each  Lender,  (vi)  change  any of the  provisions  of this  Section  or the
definition of "Required  Lenders" or any other provision  hereof  specifying the
number or  percentage of Lenders  required to waive,  amend or modify any rights
hereunder or make any determination or grant any consent hereunder,  without the
written  consent of each Lender,  (vii) change any of the  provisions of Section
10.04(a)  without the written consent of each Lender,  (viii) change the Type of
Loans  available  or the  currencies  in which Loans are  available  without the
written  consent  of each  Lender,  (ix)  permit a change  in  ownership  of any
Subsidiary  Borrower  unless  the  Company  maintains  100%  direct or  indirect
ownership without the written consent of each Lender, or (x) release the Company
from its  obligations  contained  in Article VII without the written  consent of
each Lender;  provided  further that no such  agreement  shall amend,  modify or
otherwise  affect the  rights or duties of the  Administrative  Agent  hereunder
without the prior written consent of the Administrative Agent .

         SECTION 10.03.  Expenses;  Indemnity;  Damage Waiver. (a) The Borrowers
shall  pay  (i)  all   reasonable   out-of-pocket   expenses   incurred  by  the
Administrative Agent and its Affiliates,  including the reasonable fees, charges
and  disbursements  of Vinson & Elkins  L.L.P.,  counsel  to the  Administrative
Agent, in connection with the syndication of the credit facilities  provided for
herein,  reasonable publicity expenses agreed to by the Company, the preparation
and administration of this Agreement or any amendments, modifications or waivers
of the provisions hereof (whether or not the transactions contemplated hereby or
thereby shall be consummated),  and (ii) all out-of-pocket  expenses incurred by
the  Administrative  Agent  or any  Lender,  including  the  fees,  charges  and
disbursements  of any counsel  for the  Administrative  Agent or any Lender,  in
connection  with the  enforcement or protection of its rights in connection with
this Agreement,  including its rights under this Section,  or in connection with
the Loans made hereunder,  including all such  out-of-pocket  expenses  incurred
during any workout, restructuring or negotiations in respect of such Loans.

                  (b) The Borrowers shall indemnify the Administrative Agent and
each Lender,  and each Related Party of any of the foregoing  Persons (each such
Person being called an "Indemnitee")  against, and hold each Indemnitee harmless
from, any and all losses,  claims,  damages,  liabilities and related  expenses,
including the reasonable fees,  charges and disbursements of any counsel for any
Indemnitee,  incurred by or asserted  against any Indemnitee  arising out of, in
connection  with,  or as a  result  of (i) the  execution  or  delivery  of this
Agreement or any agreement or instrument contemplated hereby, the performance by
the parties hereto of their respective obligations hereunder or the consummation
of the Transactions or any other transactions contemplated hereby, (ii) any Loan
or the use of the proceeds  therefrom,  (iii) any actual or alleged  presence or
release of Hazardous  Materials on or from any property owned or operated by any
Borrower or any of its Subsidiaries,  or any Environmental  Liability related in
any way to any  Borrower  or any of its  Subsidiaries,  or (iv)  any  actual  or
prospective claim,  litigation,  investigation or proceeding  relating to any of
the  foregoing,  whether  based  on  contract,  tort  or any  other  theory  and
regardless  of whether any  Indemnitee  is a party  thereto;  provided that such
indemnity shall not, as to any Indemnitee,  be available to the extent that such
losses, claims, damages, liabilities or related expenses resulted from the gross
negligence or wilful misconduct of such Indemnitee.

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

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

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

         SECTION  10.04.  Successors  and Assigns.  (a) The  provisions  of this
Agreement  shall be binding upon and inure to the benefit of the parties  hereto
and their  respective  successors and assigns  permitted  hereby,  except that a
Borrower may not assign or otherwise  transfer any of its rights or  obligations
hereunder  without the prior  written  consent of each Lender (and any attempted
assignment  or transfer by a Borrower  without  such  consent  shall be null and
void).  Nothing in this Agreement,  expressed or implied,  shall be construed to
confer  upon  any  Person  (other  than the  parties  hereto,  their  respective
successors  and  assigns   permitted   hereby  and,  to  the  extent   expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

                  (b) Any Lender may  assign to one or more  assignees  all or a
portion of its rights and obligations  under this Agreement  (including all or a
portion of its Commitment and the Loans at the time owing to it); provided, that
(i) except in the case of an assignment  to a Lender,  an Affiliate of a Lender,
or  to  the  United  States  Federal  Reserve  Banks,   each  Borrower  and  the
Administrative  Agent must give their prior written  consent to such  assignment
(which consent shall not be unreasonably  withheld),  (ii) except in the case of
an  assignment  of  the  entire  remaining  amount  of  the  assigning  Lender's
Commitment, the amount of the Commitment of the assigning Lender subject to each
such  assignment  (determined as of the date the Assignment and Acceptance  with
respect to such assignment is delivered to the  Administrative  Agent) shall not
be less than  $5,000,000,  (iii)  each  partial  assignment  shall be made as an
assignment  of a  proportionate  part of all the assigning  Lender's  rights and
obligations  under this  Agreement,  (iv) the parties to each  assignment  shall
execute and deliver to the  Administrative  Agent an Assignment and  Acceptance,
together with a processing and recordation fee of $3,500,  and (v) the assignee,
if it shall  not be a  Lender,  shall  deliver  to the  Administrative  Agent an
administrative  questionnaire in the form supplied by the Administrative  Agent;
and provided further that any consent of the Borrowers  otherwise required under
this paragraph  shall not be required if an Event of Default has occurred and is
continuing.  Subject to acceptance and recording  thereof  pursuant to paragraph
(d) of this  Section,  from and  after  the  effective  date  specified  in each
Assignment and Acceptance,  the assignee thereunder shall be a party hereto and,
to the extent of the interest  assigned by such Assignment and Acceptance,  have
the rights and obligations of a Lender under this  Agreement,  and the assigning
Lender  thereunder  shall,  to the  extent  of the  interest  assigned  by  such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance  covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall  continue to be entitled to the benefits of Sections
2.12, 2.13, 2.14 and 10.03). Any assignment or transfer by a Lender of rights or
obligations  under this Agreement that does not comply with this paragraph shall
be  treated  for  purposes  of this  Agreement  as a sale by  such  Lender  of a
participation in such rights and obligations in accordance with paragraph (e) of
this Section.

                  (c) The  Administrative  Agent,  acting for this purpose as an
agent of all  Borrowers,  shall maintain at one of its offices in New York City,
New  York,  a copy of  each  Assignment  and  Acceptance  delivered  to it and a
register for the recordation of the names and addresses of the Lenders,  and the
Commitment of, and principal  amount of the Loans owing to, each Lender pursuant
to the terms  hereof  from time to time (the  "Register").  The  entries  in the
Register shall be conclusive,  and each Borrower,  the Administrative  Agent and
the  Lenders  may treat each  Person  whose  name is  recorded  in the  Register
pursuant  to the terms  hereof as a Lender  hereunder  for all  purposes of this
Agreement,  notwithstanding  notice  to the  contrary.  The  Register  shall  be
available for inspection by any Borrower and any Lender,  at any reasonable time
and from time to time upon reasonable prior notice.

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

                  (e) Any Lender may, without the consent of any Borrower or the
Administrative Agent, sell participations to one or more banks or other entities
(a  "Participant")  in all or a portion of such Lender's  rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans
owing to it);  provided that (i) such Lender's  obligations under this Agreement
shall remain unchanged,  (ii) such Lender shall remain solely responsible to the
other parties  hereto for the  performance  of such  obligations  and (iii) each
Borrower,  the Administrative Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement.  Any agreement or instrument pursuant to which
a Lender sells such a participation  shall provide that such Lender shall retain
the  sole  right  to  enforce  this  Agreement  and to  approve  any  amendment,
modification  or waiver of any provision of this  Agreement;  provided that such
agreement  or  instrument  may provide  that such  Lender will not,  without the
consent  of the  Participant,  agree to any  amendment,  modification  or waiver
described  in  the  first   proviso  to  Section   10.02(b)  that  affects  such
Participant. Subject to paragraph (f) of this Section, each Borrower agrees that
each  Participant  shall be entitled to the benefits of Sections 2.12,  2.13 and
2.14 to the same extent as if it were a Lender and had  acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 10.08 as
though it were a Lender;  provided  such  Participant  agrees to be  subject  to
Section 2.15(c) and 2.16 as though it were a Lender.

                  (f) A Participant shall not be entitled to receive any greater
payment  under Section 2.12 or 2.14 than the  applicable  Lender would have been
entitled to receive with respect to the participation  sold to such Participant,
unless  the  sale of the  participation  to such  Participant  is made  with the
Company's prior written consent. A Participant that would be a Foreign Lender if
it were a Lender  shall not be entitled to the  benefits of Section  2.14 unless
each Borrower is notified of the participation sold to such Participant and such
Participant  agrees,  for the benefit of each  Borrower,  to comply with Section
2.14(e) as though it were a Lender.

                  (g) Any  Lender  may at any time  pledge or assign a  security
interest  in all or any  portion of its rights  under this  Agreement  to secure
obligations  of such  Lender,  including  any  pledge  or  assignment  to secure
obligations to a United States 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.

                  (h) Any assignee or Participant under this Section 10.04 shall
have an office or a branch or an  Affiliate  available  to it and located in the
appropriate jurisdiction through which such assignee or Participant can make any
Eurodollar Loan or a Loan denominated in an Alternate Currency as required under
this Agreement.

                  (i) Notwithstanding anything to the contrary contained herein,
any Lender (a "Granting  Lender") may grant to a special purpose funding vehicle
(an "SPC") sponsored by such Granting Lender, identified as such in writing from
time to time by the Granting Lender to the Administrative Agent and the Company,
the  option  to  provide  to the  Company  all or any part of any Loan that such
Granting Lender would otherwise be obligated to make to the Borrower pursuant to
this Agreement,  provided that (i) nothing herein shall  constitute a commitment
by any SPC to make  any  Loan and (ii) if an SPC  elects  not to  exercise  such
option or otherwise  fails to provide all or any part of such Loan, the Granting
Lender shall be obligated to make such Loan  pursuant to the terms  hereof.  The
making  of a Loan  by an SPC  hereunder  shall  utilize  the  Commitment  of the
Granting  Lender  to the same  extent,  and as if,  such  Loan  were made by the
Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for
any payment under this  Agreement  for which a Lender would  otherwise be liable
(all  liability for which,  if any, shall remain with the Granting  Lender).  In
furtherance of the foregoing,  each party hereto hereby agrees (which  agreement
shall survive the termination of this Agreement) that, prior to the date that is
one  year  and  one day  after  the  later  of (A)  the  payment  in full of all
outstanding commercial paper or other senior indebtedness of any SPC and (B) the
Final Maturity Date, it will not institute against,  or join any other person in
instituting  against,  such  SPC any  bankruptcy,  reorganization,  arrangement,
insolvency or liquidation  proceedings or similar  proceedings under the laws of
the United States or any state thereof. In addition, notwithstanding anything to
the contrary  contained in this Section 10.04,  any SPC may, with notice to, but
without prior written  consent of, the Company,  any Subsidiary  Borrower or the
Administrative Agent and without paying any processing fee therefor,  assign all
or a portion  of its  interests  in any Loans to the  Granting  Lender or to any
financial  institutions  providing liquidity and/or credit support to or for the
account  of such  SPC to fund  the  Loans  made by such  SPC or to  support  the
securities  (if any)  issued by such SPC to fund such  Loans and  disclose  on a
confidential  basis  any  non-public  information  relating  to its Loans to any
rating agency,  commercial paper dealer or provider of any surety,  guarantee or
liquidity or credit enhancement to such SPC.

         SECTION 10.05. Survival. All covenants, agreements, representations and
warranties  made  by  any  Borrower  herein  and in the  certificates  or  other
instruments  delivered in connection with or pursuant to this Agreement shall be
considered  to have been  relied  upon by the  other  parties  hereto  and shall
survive  the  execution  and  delivery of this  Agreement  and the making of any
Loans,  regardless of any  investigation  made by any such other party or on its
behalf and notwithstanding  that the Administrative Agent or any Lender may have
had notice or knowledge of any Default or incorrect  representation  or warranty
at the time any credit is extended  hereunder,  and shall continue in full force
and effect as long as the  principal  of or any accrued  interest on any Loan or
any fee or any other amount  payable  under this  Agreement is  outstanding  and
unpaid  and so long as the  Commitments  have not  expired  or  terminated.  The
provisions of Sections  2.12,  2.13,  2.14 and 10.03 shall survive and remain in
full  force  and  effect  regardless  of the  consummation  of the  transactions
contemplated  hereby,  the repayment of the Loans, the expiration or termination
of the Commitments or the termination of this Agreement or any provision hereof.

         SECTION 10.06. Counterparts; Integration; Effectiveness. This Agreement
may be executed in  counterparts  (and by different  parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken  together  shall  constitute a single  contract.  This  Agreement  and any
separate letter  agreements  with respect to fees payable to the  Administrative
Agent  constitute the entire contract among the parties  relating to the subject
matter hereof and supersede any and all previous  agreements and understandings,
oral or written,  relating to the subject matter  hereof.  Except as provided in
Section 4.01,  this  Agreement  shall become  effective  when it shall have been
executed by the  Administrative  Agent and when the  Administrative  Agent shall
have  received  counterparts  hereof  which,  when  taken  together,   bear  the
signatures of each of the other parties hereto,  and thereafter shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors and assigns.  Delivery of an executed counterpart of a signature page
of this  Agreement  by  telecopy  shall be  effective  as delivery of a manually
executed counterpart of this Agreement.

         SECTION 10.07. Severability. Any provision of this Agreement held to be
invalid,  illegal  or  unenforceable  in  any  jurisdiction  shall,  as to  such
jurisdiction,  be  ineffective to the extent of such  invalidity,  illegality or
unenforceability without affecting the validity,  legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a  particular  jurisdiction  shall not  invalidate  such  provision in any other
jurisdiction.

         SECTION  10.08.  Right of  Setoff.  If an Event of  Default  shall have
occurred and be  continuing,  each Lender and each of its  Affiliates  is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all  deposits  (general  or  special,  time or
demand, provisional or final) at any time held and other obligations at any time
owing by such  Lender or  Affiliate  to or for the credit or the  account of any
Borrower  against  any of and  all  the  obligations  of  such  Borrower  now or
hereafter  existing under this Agreement  held by such Lender,  irrespective  of
whether or not such Lender shall have made any demand under this  Agreement  and
although such obligations may be unmatured. The rights of each Lender under this
Section are in addition to other rights and remedies  (including other rights of
setoff) which such Lender may have.

         SECTION  10.09.  Governing Law;  Jurisdiction;  Consent  to  Service of
Process.  (a)  This   Agreement  shall  be  construed  in  accordance  with  and
governed by the law of the State of New York.

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

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

                  (d)  Each  party to this  Agreement  irrevocably  consents  to
service  of  process  to the  General  Counsel  of  the  Company  at  Kerr-McGee
Corporation, 123 Robert S. Kerr Avenue, Oklahoma City, Oklahoma, 73102 (Telecopy
No.  (405)  270-4211).  Nothing in this  Agreement  will affect the right of any
party to this Agreement to serve process in any other manner permitted by law.

         SECTION 10.10.  WAIVER OF JURY TRIAL.  Each party hereto hereby waives,
to the fullest  extent  permitted by applicable  law, any right it may have to a
trial by jury in any legal proceeding  directly or indirectly  arising out of or
relating to this  Agreement or the  Transactions  contemplated  hereby  (whether
based on contract,  tort or any other  theory).  Each party hereto (a) certifies
that no  representative,  agent or attorney of any other party has  represented,
expressly  or  otherwise,  that such  other  party  would  not,  in the event of
litigation,  seek to enforce the foregoing waiver and (b)  acknowledges  that it
and the other parties  hereto have been induced to enter into this Agreement by,
among other things, the mutual waivers and certifications in this Section.

         SECTION 10.11. Headings.  Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement  and  shall  not  affect  the   construction  of,  or  be  taken  into
consideration in interpreting, this Agreement.

         SECTION 10.12.  Confidentiality.  Each of the Administrative  Agent 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,  (c) to the extent  required by
applicable laws or regulations or by any subpoena or similar legal process,  (d)
to any other party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding  relating to this Agreement
or the enforcement of rights hereunder,  (f) subject to an agreement  containing
provisions  substantially the same as those of this Section,  to any assignee of
or Participant in, or any prospective  assignee of or Participant in, any of its
rights or obligations under this Agreement,  (g) with the consent of the Company
or (h) to the extent such Information (i) becomes publicly  available other than
as a  result  of a breach  of this  Section  or (ii)  becomes  available  to the
Administrative  Agent or any  Lender on a  nonconfidential  basis  from a source
other than a Borrower. For the purposes of this Section, "Information" means all
information  received  from  any  Borrower  relating  to  such  Borrower  or its
business,   other  than  any  such   information   that  is   available  to  the
Administrative  Agent  or  any  Lender  on  a  nonconfidential  basis  prior  to
disclosure by such Borrower;  provided that, in the case of information received
from such Borrower after the date hereof, such information is clearly identified
at the time of delivery as  confidential.  Any Person  required to maintain  the
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.  Currency  Indemnity.  (a) If any amount payable by any
Borrower under or in connection with any Loan or any other  obligation  under or
in  connection  herewith is received by any Lender in a currency  (the  "Payment
Currency")  other than that agreed to be payable in this  Agreement (the "Agreed
Currency"),  whether as a result of any judgment or order or the  enforcement of
the same, the  liquidation of such Borrower or otherwise and the amount produced
by  converting  the Payment  Currency so  received  into the Agreed  Currency at
market rates  prevailing at or about the time of receipt of the Payment Currency
is less than the amount of the Agreed  Currency  due with  respect to such Loan,
then such Borrower and the Company shall and hereby does, as an independent  and
additional  obligation,  indemnify  each Lender for the  deficiency and any loss
sustained as a result.

                  (b)  The  above  indemnity  shall   constitute   separate  and
independent  obligations of each Borrower from its other  obligations under this
Agreement  and  shall  apply  irrespective  of  any  indulgence  granted  by the
Administrative Agent or any Lender. The applicable Borrower shall pay reasonable
costs of making any conversion from the Payment Currency to the Agreed Currency.

                  (c) Each  Borrower  hereby waives any right it may have in any
jurisdiction  to pay any amount due and owing hereunder in a currency other than
that which it is expressed to be payable under the terms and  conditions of this
Agreement.

         SECTION 10.14. Subsidiary Borrower Several Obligations. The obligations
of each Subsidiary  Borrower under this Agreement are several and the failure of
any Subsidiary  Borrower to perform its  obligations  under this Agreement shall
not affect the  obligations of any Borrower  towards any of the other parties to
this Agreement.

                  (b) No  assurance,  security  or payment  which may be avoided
under any laws relating to  bankruptcy,  insolvency or corporate  reorganization
and no release, settlement or discharge of any of the Subsidiary Borrowers which
may have been  given or made on the  faith of any such  assurance,  security  or
payment,  shall prejudice or affect the right of the Administrative Agent or any
Lender to recover from any other  Subsidiary  Borrower to the full extent of its
obligations  under  this  Agreement  just  as if  such  release,  settlement  or
discharge had not occurred.

                  (c) Each  Subsidiary  Borrower hereby waives any rights it may
have under applicable law which may at any time be inconsistent  with any of the
provisions  of this  Agreement  or  which it may  have of  first  requiring  the
Administrative  Agent or any Lender to proceed  against  or claim  payment  from
another Borrower or any other party or parties. It is further agreed that all or
any of the  Administrative  Agent and the Lenders,  without notice to any of the
Subsidiary  Borrowers and without affecting or impairing the obligations of such
Subsidiary  Borrowers  hereunder,  may  grant  time,  indulgences,  concessions,
releases and  discharges  to, may take  securities  from and give the same,  may
accept compositions from and may otherwise deal with each other Borrower and all
other  parties as they may see fit and  generally may otherwise do or omit to do
any act or thing  which,  but for this  provision,  might  operate  to affect or
impair  the  obligations  of each of the  Subsidiary  Borrowers  hereunder.  The
obligations  of the  Subsidiary  Borrowers  hereunder  shall not be  affected or
impaired by any amendment or modification hereto.

         SECTION 10.15.  Joint and Several  Obligations of the Company.  (a) The
liability  of  the  Company  under  this  Agreement  with  respect  to  its  own
obligations and the obligations of each Subsidiary Borrower is joint and several
and therefore,  without prejudice to any other provision of this Agreement,  the
Company hereby unconditionally and irrevocably undertakes, as principal obligor,
to  the  Administrative   Agent  and  the  Lenders  the  due  and  unconditional
performance  and discharge by each of the other Borrowers of all the obligations
expressed to be binding upon such Borrowers hereunder as the same may be amended
from time to time (the "Relevant  Obligations") and, without limitation,  agrees
with the  Administrative  Agent and the Lenders that if and whenever at any time
and from  time to time any of the  other  Borrowers  shall  fail to  perform  or
discharge  or shall  otherwise  be in default in respect of any of the  Relevant
Obligations it shall discharge and make good the default as if it instead of the
relevant other Borrower was expressed to be such Borrower hereunder.

                  (b) No  assurance,  security  or payment  which may be avoided
under any laws relating to  bankruptcy,  insolvency or corporate  reorganization
and no release, settlement or discharge of any of the Subsidiary Borrowers which
may have been  given or made on the  faith of any such  assurance,  security  or
payment,  shall prejudice or affect the right of the Administrative Agent or any
Lender to recover from the Company to the full extent of the undertakings  given
in this Section 10.15 just as if such  release,  settlement or discharge had not
occurred.

                  (c) The  Company  hereby  waives  any rights it may have under
applicable law which may at any time be inconsistent  with any of the provisions
of this  Agreement or which it may have of first  requiring  the  Administrative
Agent or any Lender to proceed against or claim payment from another Borrower or
any  other  party  or  parties.  It is  further  agreed  that  all or any of the
Administrative Agent and the Lenders,  without notice to the Company and without
affecting or impairing the obligations of the Company hereunder, may grant time,
indulgences,  concessions,  releases and discharges to, may take securities from
and give the same, may accept compositions from and may otherwise deal with each
other  Borrower  and all other  parties  as they may see fit and  generally  may
otherwise do or omit to do any act or thing which, but for this provision, might
operate  to affect or impair  the  obligations  of the  Company  hereunder.  The
obligations  of the Company  hereunder  shall not be affected or impaired by any
amendment or modification hereto.

                  (d) The Company hereby waives notice of the acceptance of this
undertaking  and of  presentment,  demand and protest and notices of non-payment
and dishonor and any other demands and notices required by applicable law.

         SECTION  10.16.  Interest  Rate  Limitation.  Notwithstanding  anything
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees,  charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the "Charges"), shall exceed the
maximum lawful rate (the "Maximum Rate") which may be contracted  for,  charged,
taken,  received or reserved by the Lender holding such Loan in accordance  with
applicable law, the rate of interest  payable in respect of such Loan hereunder,
together with all Charges  payable in respect  thereof,  shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been  payable in  respect  of such Loan but were not  payable as a result of the
operation  of this  Section  shall be  cumulated  and the  interest  and Charges
payable to such Lender in respect of other Loans or periods  shall be  increased
(but not above the Maximum Rate therefor) until such cumulated amount,  together
with  interest  thereon  at the  Federal  Funds  Effective  Rate to the  date of
repayment, shall have been received by such Lender.

                  SECTION 10.17. International Banking Facilities. Each Borrower
acknowledges  by its  execution  and delivery  hereof (or by its  execution  and
delivery of any applicable  Joinder  Agreement) that (a) it is the policy of the
Board that deposits  received by  international  banking  facilities may be used
only  to  support  the  non-U.S.  operations  of a  depositor  (or  its  foreign
affiliates)  located  outside the United States and that extensions of credit by
international  banking  facilities  may be used  only to  finance  the  non-U.S.
operations of a Borrower (or its foreign  affiliates)  located  outside the U.S.
and (b) funds deposited by any Borrower with an  international  banking facility
of any Lender will be used  solely in support of such  non-U.S.  operations,  or
that of such foreign  affiliates,  and that the proceeds of any Borrowings  from
any such  international  banking  facility  will be used solely to finance  such
non-U.S.  operations, or that of such foreign affiliates. Any terms used in this
Section  10.17 that are not  otherwise  defined  herein,  shall have the meaning
assigned thereto in Regulation D of the Board (as amended from time to time).

        [The remaining portion of this page is intentionally left blank.]


F:\KA0573\ROY200\KMG\CA364FNL.WPD
                              [Signature Page - 18]

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


                        KERR-McGEE CORPORATION, as the Company and as guarantor



By:                                                                         
                                            John C. Linehan
                                            Executive Vice President



By:                                                                        
                                            John M. Rauh
                                            Vice President & Treasurer


                                            KERR-McGEE CREDIT LLC,
                                            as a Subsidiary Borrower



By:                                                                         
                                            John M. Rauh
                                            Vice President & Treasurer


                                            KERR-McGEE (G.B.) LIMITED,
                                            as a Subsidiary Borrower



By:                                                                           
                                            John M. Rauh
                                            Director


                                            KERR-McGEE RESOURCES (U.K.) LIMITED,
                                            as a Subsidiary Borrower



By:                                         John M. Rauh
                                            Director


                                            KERR-McGEE OIL (U.K.) PLC,
                                            as a Subsidiary Borrower



By:                                                                          
                                            John C. Linehan
                                            Director


                                            KERR-McGEE NORTH SEA (U.K.) LIMITED,
                                            as a Subsidiary Borrower



By:                                                                          
                                            John M. Rauh
                                            Director


                                            KERR-McGEE GmbH,
                                            as a Subsidiary Borrower

                                            By:  KM Investment Corporation, its
                                                 sole stockholder



By:                                                                          
                                            Kenneth W. Crouch
                                            President


                                            KERR-McGEE CHEMICAL GmbH,
                                            as a Subsidiary Borrower



By:                                                                          
                                            John C. Linehan
                                            Managing Director



                                          ROYAL BANK OF CANADA, individually and
                                          as Administrative Agent


                                                     By:
                                                           Linda M. Stephens
                                                           Senior Manager



                                  KBC BANK N.V.


                                                     By
                                      Name:
                                     Title:


                                                     THE BANK OF NEW YORK


                                                     By
                                      Name:
                                     Title:



                                          WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                                             NEW YORK BRANCH


                                                     By
                                      Name:
                                     Title:


                                                     By
                                      Name:
                                     Title:



                                            THE FIRST NATIONAL BANK OF CHICAGO


                                                     By
                                      Name:
                                     Title:




                                         BANCFIRST, A STATE BANKING ASSOCIATION



                                                    By
                                      Name:
                                     Title:



                                                     UMB OKLAHOMA BANK


                                                     By
                                      Name:
                                     Title:



                                                     BANQUE NATIONALE de PARIS


                                                     By
                                      Name:
                                     Title:




                                                     ABN AMRO BANK N.V.



By:                                                                       
                                      Name:
                                     Title:


                                                     NATIONSBANK, N.A.



By:                                                                      
                                      Name:
                                     Title:



                                                CHASE BANK OF TEXAS, NATIONAL
                                                ASSOCIATION



By:                                                                        
                                      Name:
                                     Title:




                                 CITIBANK, N.A.



By:                                                                          
                                      Name:
                                     Title:


                                                     MELLON BANK, N.A.



By:                                                                          
                                      Name:
                                     Title:




                                                WACHOVIA BANK OF GEORGIA, N.A.



By:                                                                          
                                      Name:
                                     Title:




                                                     BANK OF OKLAHOMA, N.A.



By:                                                                          
                                      Name:
                                     Title:



                                                     BAYERISHE LANDESBANK



By:                                                                           
                                      Name:
                                     Title:






                           [Schedule A - Page 1 of 1]

                                   SCHEDULE A

                                   COMMITMENTS


                     LENDER                 COMMITMENT          TITLE
----------------------------------------------------------------------------

Royal Bank of Canada                      $36,666,666.66   Administrative Agent
----------------------------------------------------------------------------
----------------------------------------------------------------------------

NationsBank, N.A.                         $25,000,000.00   Syndication Agent
----------------------------------------------------------------------------
----------------------------------------------------------------------------

ABN AMRO Bank N.V.                        $25,000,000.00   Documentation Agent
----------------------------------------------------------------------------
----------------------------------------------------------------------------

The Bank of New York                      $21,666,666.67      Co-Agent
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Chase Bank of Texas, National             $21,666,666.67      Co-Agent
Association
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Citibank, N.A.                            $21,666,666.67      Co-Agent
----------------------------------------------------------------------------
----------------------------------------------------------------------------

The First National Bank of Chicago        $21,666,666.67      Co-Agent
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Westdeutsche Landesbank Girozentrale,     $21,666,666.67      Co-Agent
New York Branch
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Mellon Bank, N.A.                         $15,000,000.00       Manager
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Bank of Oklahoma, N.A.                    $8,333,333.33      Participant
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Banque Nationale de Paris                 $8,333,333.33      Participant
----------------------------------------------------------------------------
----------------------------------------------------------------------------

KBC Bank N.V.                             $8,333,333.33      Participant
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Wachovia Bank of Georgia, N.A.            $8,333,333.33      Participant
----------------------------------------------------------------------------
----------------------------------------------------------------------------

UMB Oklahoma Bank                         $5,000,000.00      Participant
----------------------------------------------------------------------------
----------------------------------------------------------------------------

BancFirst, a State Banking Association    $1,666,666.67      Participant
----------------------------------------------------------------------------




                           [Schedule B - Page 2 of 2]

                                   SCHEDULE B

                                PRICING SCHEDULE


         The  Applicable  Rate, for any day, with respect to any EURIBOR Loan or
LIBOR Loan,  or with respect to the facility  fees or  utilization  fees payable
hereunder,  as the case may be, is the rate per annum set forth below based upon
the Ratings by Duff & Phelps, Moody's and S&P, respectively,  applicable on such
date to the Rating Debt:

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

         Rating          Facility Fee  EURIBOR/LIBOR Loan Margin   Utilization
                                                                      Fee
                                                                   greater than
                                                                   or equal to
                                                                    33% usage
-------------------------------------- --------------------------- ------------


       Level One             0.07%               0.23%               0.05%
      greater than
    or equal to A/A2
-------------------------------------- --------------------------- ------------


       Level Two             0.08%               0.27%               0.10%
     greater than
    or equal to A-/A3
-------------------------------------- --------------------------- ------------


      Level Three           0.09%              0.385%                0.10%
      greater than
 or equal to BBB+/Baa1      
-------------------------------------- --------------------------- ------------


       Level Four            0.10%               0.50%               0.10%
       $BBB/Baa2
-------------------------------------- --------------------------- ------------
-------------------------------------- --------------------------- ------------

       Level Five            0.15%              0.575 %              0.15%
       $BBB-/Baa3
-------------------------------------- --------------------------- ------------
-------------------------------------- --------------------------- ------------

       Level Six             0.25%               0.75%               0.25%
     greater than
       BBB-/Baa3
-------------------------------------- --------------------------- ------------


         For purposes of the foregoing, (a) if the Ratings established or deemed
to have been established by Moody's,  Duff & Phelps, and S&P for the Rating Debt
shall fall within  different  Levels,  the Applicable Rate shall be based on the
two highest Ratings; provided, that if such two highest Ratings also fall within
different  Levels,  (i) where the split  represents  one subgrade the Applicable
Rate will be  determined  based on the lower of such two Levels;  and (ii) where
the  split  represents  two or  more  subgrades,  the  Applicable  Rate  will be
determined  by reference  to the Level at the midpoint of such highest  ratings;
provided,  that if such midpoint falls between Levels,  the Applicable Rate will
be determined by reference to the Level immediately below such midpoint;  (b) if
the Ratings  established or deemed to have been  established by Moody's,  Duff &
Phelps,  and S&P for the Rating Debt shall be changed (other than as a result of
a change in the rating system of Moody's,  Duff & Phelps,  or S&P),  such change
shall  be  effective  as of the  date on  which  it is  first  announced  by the
applicable Rating Agency;  (c) if Moody's,  Duff & Phelps, or S&P shall not have
in  effect  a  Rating  for  the  Rating  Debt  (other  than  by  reason  of  the
circumstances  referred to in the last  sentence of this  paragraph),  then such
Rating  Agency  shall be  deemed to have  established  a Rating in Level 6. Each
change in the  Applicable  Rate shall apply during the period  commencing on the
effective date of such change and ending on the date  immediately  preceding the
effective date of the next such change. If the rating system of Moody's,  Duff &
Phelps,  or S&P shall change,  or if any such Rating Agency shall cease to be in
the business of rating corporate debt  obligations,  the Company and the Lenders
shall  negotiate in good faith to amend this  definition to reflect such changed
rating  system or the  unavailability  of Ratings  from such Rating  Agency and,
pending the  effectiveness  of any such amendment,  the Applicable Rate shall be
determined  by  reference  to the Rating most  recently in effect  prior to such
change or cessation. Notwithstanding the foregoing, if on the Effective Date, at
least two of the Rating  Agencies  have not  announced a Rating  expressly to be
effective  after the Oryx  Merger,  Level  Three  pricing  shall  apply from the
Effective  Date until at least two of the Rating  Agencies  shall have announced
such Ratings.


                           [Schedule C - Page 3 of 3]

                                   SCHEDULE C

                                 NOTICE SCHEDULE



KBC BANK N.V.
         Lynda Resuma, Loan Administration
         KBC Bank N.V.
         New York Branch
         125 West 55th Street
         New York, NY   10019
         Telephone:        (212) 541-0657
         Telecopier:       (212) 956-5581

THE BANK OF NEW YORK
         Terry Foran, Energy Industries Division
         The Bank of New York
         One Wall Street, 19th Floor
         New York, New York   10286
         Telephone:        (212) 635-7921
         Telecopier:       (212) 635-7923

WESTDEUTSCHE LANDESBANK GIROZENTRALE,  NEW YORK BRANCH Philip Green Westdeutsche
         Landesbank Girozentrale, New York Branch 1211 Avenue of the americas
         New York, New York   10036
         Telephone:        (212) 852-6152
         Telecopier:       (212) 302-7946

THE FIRST NATIONAL BANK OF CHICAGO
         Bill Laird
         The First National Bank of Chicago
         One First National Plaza
         0634, 1FNP, 10
         Chicago, Illinois   60670
         Telephone:        (312) 732-5635
         Telecopier:       (312) 732-4840

BANCFIRST, A STATE BANKING ASSOCIATION
         Cathie Wythe
         BancFirst
         101 North Broadway
         P.O. Box 26788
         Oklahoma City, Oklahoma   73126-0788
         Telephone:        (405) 270-4711
         Telecopier:       (405) 270-4790

UMB OKLAHOMA BANK
         Richard J. Lehrter
         UMB Oklahoma Bank
         204 N. Robinson
         Oklahoma City, Oklahoma   73102
         Telephone:        (405) 239-5925
         Telecopier:       (405) 236-1971

BANQUE NATIONALE de PARIS, HOUSTON AGENCY
         Donna Rose
         Banque Nationale de Paris, Houston Agency
         333 Clay Street, Suite 3400
         Houston, Texas   77002
         Telephone:        (713) 951-1240
         Telecopier:       (713) 659-1414

ROYAL    BANK OF CANADA,  INDIVIDUALLY  AND AS  ADMINISTRATIVE  AGENT  Elizabeth
         Gonzales Royal Bank of Canada One Liberty Plaza
         New York, New York   10006-1404
         Telephone:        (212) 428-6439
         Telecopier:       (212) 428-2310

ABN AMRO BANK N.V.
         ABN AMRO Bank N.V.
         Attention:        Loan Administration
         208 South LaSalle, Suite 1500
         Chicago, Illinois   60604-1003
         Telephone:        (312) 992-5152
         Telecopier:       (312) 992-5157

NATIONSBANK, N.A.
         Betty Canales
         901 Main Street, 14th Floor
         Dallas, Texas   75283-0104
         Telephone:        (214) 508-1225
         Telecopier:       (214) 508-1215

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
         Richard Sink
         Chase Bank of Texas, National Association
         2200 Ross Avenue, 3rd Floor
         Dallas, Texas  75201
         Telephone:        (214) 965-2379
         Telecopier:       (214) 965-2389

CITIBANK, N.A.
         James E. Reilly
         Citibank, N.A.
         2100 Citicorp Center
         1200 Smith Street, Suite 2000
         Houston, Texas   77002
         Telephone:        (713) 654-2820
         Telecopier:       (713) 654-2849

MELLON BANK, N.A.
         Cathy Capp
         Three Mellon Bank Center
         Suite 1203
         Pittsburgh, Pennsylvania   15259-0003
         Telephone:        (412) 234-1870
         Telecopier:       (412) 209-6111

WACHOVIA BANK OF GEORGIA, N.A.
         John Cunningham
         Wachovia Bank of Georgia, N.A.
         191 Peachtree Street, N.E.
         Atlanta, Georgia   30303
         Telephone:        (404) 332-1114
         Telecopier:       (404) 332-4320

BANK OF OKLAHOMA, N.A.
         Laura Christofferson
         Bank of Oklahoma, N.A.
         201 Robert S. Kerr
         P.O. Box 24128
         Oklahoma City, Oklahoma   73124
         Telephone:        (405) 272-2327
         Telecopier:       (405) 272-2588


                          [Schedule 3.14 - Page 1 of 1]

                                  SCHEDULE 3.14

                              MATERIAL SUBSIDIARIES


Kerr-McGee Oil and Gas Corporation

Kerr-McGee Chemical LLC

KM Investment Corporation

Sun Energy Partners, L.P.




                            [Exhibit A - Page 3 of 3]

                                    EXHIBIT A

                                     FORM OF
                            ASSIGNMENT AND ACCEPTANCE


         Reference  is  made  to  the  $250,000,000   364-Day  Revolving  Credit
Agreement  dated as of  ________,  1999 (as  amended  and in  effect on the date
hereof,  the  "Credit  Agreement"),  among  Kerr-McGee  Corporation,  a Delaware
corporation,  the  Subsidiary  Borrowers  parties  thereto,  the  Lenders  named
therein, and Royal Bank of Canada, as Administrative Agent. Terms defined in the
Credit Agreement are used herein with the same meanings.

         The  Assignor  named on the reverse  hereof  hereby  sells and assigns,
without recourse,  to the Assignee named on the reverse hereof, and the Assignee
hereby purchases and assumes, without recourse, from the Assignor,  effective as
of the Assignment Date set forth on the reverse hereof,  the interests set forth
on the reverse  hereof (the "Assigned  Interest") in the  Assignor's  rights and
obligations  under the Credit  Agreement,  including,  without  limitation,  the
interests set forth on the reverse  hereof in the  Commitment of the Assignor on
the Assignment Date and Loans owing to the Assignor which are outstanding on the
Assignment  Date, but excluding  accrued  interest and fees to and excluding the
Assignment  Date.  The  Assignee  hereby  acknowledges  receipt of a copy of the
Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a
party to and be bound by the  provisions  of the Credit  Agreement  and,  to the
extent of the Assigned  Interest,  have the rights and  obligations  of a Lender
thereunder and (ii) the Assignor shall, to the extent of the Assigned  Interest,
relinquish  its rights and be  released  from its  obligations  under the Credit
Agreement.

         This Assignment and Acceptance is being delivered to the Administrative
Agent together with (i) if the Assignee is a Foreign Lender,  any  documentation
required to be  delivered  by the  Assignee  pursuant to Section  2.14(e) of the
Credit Agreement,  duly completed and executed by the Assignee,  and (ii) if the
Assignee is not already a Lender under the Credit  Agreement,  an administrative
questionnaire in the form supplied by the  Administrative  Agent, duly completed
by the  Assignee.  The  Assignee/Assignor  shall  pay  the  fee  payable  to the
Administrative Agent pursuant to Section 10.04(b) of the Credit Agreement.

         This  Assignment and  Acceptance  shall be governed by and construed in
accordance with the laws of the State of New York.

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:

Effective Date of Assignment
("Assignment Date"):



                                               Percentage Assigned of
                                               Facility/Commitment (set forth,
                                               to at least eight decimals, as a
                     Principal Amount Assigned percentage of the Facility and
                                               the aggregate Commitments of all
                                               Lenders thereunder)


Facility
-------------------- ------------------------- ================================
-------------------- ------------------------- ================================

Commitment Assigned: $                                                      %
-------------------- ------------------------- ================================
-------------------- ------------------------- ================================

Loans:
-------------------- ------------------------- ================================

The terms set forth above and on the reverse side hereof are hereby agreed to:

                                             [Name of Assignor]   , as Assignor


                                              By:
                                                            Name:
                                                            Title:


                                             [Name of Assignee]   , as Assignee


                                                     By:
                                                              Name:
                                                              Title:


The undersigned hereby consent to the within assignment:



[Kerr-McGee Corporation]                             Royal Bank of Canada,
                                                     as Administrative Agent


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




                           [Exhibit B-1 - Page 2 of 2]

                                   EXHIBIT B-1

                                     FORM OF
                        OPINION OF RUSSELL G. HORNER, JR.



                                                             February 26, 1999



To the Lenders and the Administrative
  Agent Referred to Below
c/o Royal Bank of Canada, as
  Administrative Agent

Dear Sirs:

                  I have acted as counsel for Kerr-McGee Corporation, a Delaware
corporation  (the  "Company")  and each  Subsidiary  Borrower (as defined in the
following  described  Credit  Agreement),  in connection  with the  $250,000,000
364-Day  Revolving  Credit  Agreement dated as of February 26, 1999 (the "Credit
Agreement"),  among the Company, the Subsidiary  Borrowers,  the banks and other
financial institutions  identified therein as Lenders, and Royal Bank of Canada,
as Administrative  Agent.  Terms defined in the Credit Agreement are used herein
with the same meanings.

                  I have  examined  originals or copies,  certified or otherwise
identified  to  my   satisfaction,   of  such  documents,   corporate   records,
certificates of public  officials and other  instruments and have conducted such
other investigations of fact and law as I have deemed necessary or advisable for
purposes of this opinion.

                  Upon the basis of the foregoing, I am of the opinion that:

                  1. The Company is a  corporation  duly  incorporated,  validly
existing  and in good  standing  under the laws of the State of  Delaware.  Each
Domestic  Subsidiary  Borrower  organized under the laws of the United States of
America,  any State thereof, or the District of Columbia,  is a corporation duly
incorporated,  validly  existing  and in good  standing  (or,  if such  Domestic
Subsidiary  Borrower  is a limited  liability  company,  is a limited  liability
company duly formed,  validly  existing and in good standing)  under the laws of
its  jurisdiction  of  incorporation,  organization  or formation.  Each Foreign
Subsidiary Borrower organized under the laws of a jurisdiction other than United
States of America, any State thereof, or the District of Columbia,  is a company
duly  established  and validly  existing under the laws of its  jurisdiction  of
formation.

                  2.  The  Company  and  each  Subsidiary  Borrower  (a) has all
requisite corporate or limited liability company power and authority to carry on
its  business  as now  conducted,  and (b)  except  where the  failure to do so,
individually or in the aggregate,  could not reasonably be expected to result in
a Material  Adverse  Effect,  is  qualified  to do  business  in, and is in good
standing in, every jurisdiction where such qualification is required.

                  3.  The   Transactions  are  within  the  Company's  and  each
Subsidiary  Borrower's  corporate or limited  liability  company powers and have
been duly authorized by all necessary  corporate or limited  liability  company,
and,  if  required,  stockholder  action.  The  Credit  Agreement  has been duly
executed and delivered by each Borrower.

                  4. The Transactions (a) do not require any consent or approval
of,  registration  or filing  with,  or any other  action by,  any  Governmental
Authority,  except such as have been  obtained or made and are in full force and
effect,  (b) will not violate any  applicable  law or regulation or the charter,
by-laws  or  other  organizational  documents  of  each  Borrower  or any of its
Subsidiaries or any order of any Governmental Authority, (c) will not violate or
result in a default under any indenture,  agreement or other instrument  binding
upon each Borrower or any of its  Subsidiaries or its assets,  or give rise to a
right  thereunder  to require any payment to be made by a Borrower or any of its
Subsidiaries,  and (d) will not result in the creation or imposition of any Lien
on any asset of the Company or any of its Subsidiaries.

                  5. There are no actions, suits or proceedings by or before any
arbitrator  or  Governmental  Authority  pending  against  or, to my  knowledge,
threatened against or affecting the Company or any of its Subsidiaries (a) as to
which there is a reasonable possibility of an adverse determination and that, if
adversely  determined,  could  reasonably  be expected,  individually  or in the
aggregate,  to have a Material  Adverse  Effect or (b) that  involve  the Credit
Agreement or the Transactions.

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

                  I am a  member  of the bar of the  State of  Oklahoma  and the
foregoing  opinion is limited to the laws of the State of Oklahoma,  the General
Corporation  Law of the State of  Delaware  and the  Federal  laws of the United
States of America. This opinion is rendered solely to you in connection with the
above  matter.  This opinion may not be relied upon by you for any other purpose
or relied upon by any other Person  (other than your  successors  and assigns as
Lenders and Persons that acquire participations in your Loans) without our prior
written consent.


                                                     Very truly yours,



                                                     Russell G. Horner, Jr.
                                                     Senior Vice President &
                                                     General Counsel


                           [Exhibit B-2 - Page 4 of 4]

                                   EXHIBIT B-2

                                     FORM OF
                      OPINION OF SIMPSON THACHER & BARTLETT


                                                         February 26, 1999


Royal    Bank of Canada, as Administrative Agent under the Credit Agreement,  as
         hereinafter defined (the "Agent")

         and

The      Lenders  listed on  Schedule I hereto  which are  parties to the Credit
         Agreement on the date hereof

Ladies and Gentlemen:

         We have acted as counsel to Kerr-McGee  Corporation (the "Company") and
the  subsidiaries  of the Company named on Schedule II attached  hereto (each, a
"Subsidiary Borrower" and, collectively, the "Subsidiary Borrowers"; the Company
and the  Subsidiary  Borrowers  being  referred  to herein  collectively  as the
"Credit Parties") in connection with the preparation,  execution and delivery of
the  $250,000,000  364-Day  Revolving  Credit Agreement dated as of February 26,
1999 (the "Credit Agreement") among the Company, the Subsidiary  Borrowers,  the
lending institutions  identified in the Credit Agreement (the "Lenders") and the
Agent. Unless otherwise indicated, capitalized terms used but not defined herein
shall  have the  respective  meanings  set forth in the Credit  Agreement.  This
opinion is furnished to you pursuant to Section 4.01(c) of the Credit Agreement.

         In connection with this opinion, we have examined the Credit Agreement,
signed by each Credit Party thereto and by the Agent and certain of the Lenders.
We also have  examined the  originals,  or  duplicates or certified or conformed
copies,  of such records,  agreements,  instruments and other documents and have
made such other  investigations  as we have deemed  relevant  and  necessary  in
connection with the opinions  expressed herein. As to questions of fact material
to this opinion,  we have relied upon  certificates  of public  officials and of
officers  and  representatives  of the  Credit  Parties.  In  addition,  we have
examined,  and have relied as to matters of fact upon, the representations  made
in the Credit Agreement.
         In  rendering  the  opinions  set  forth  below,  we have  assumed  the
genuineness  of all  signatures,  the legal  capacity  of natural  persons,  the
authenticity  of all documents  submitted to us as originals,  the conformity to
original  documents of all documents  submitted to us as duplicates or certified
or  conformed  copies,  and the  authenticity  of the  originals  of such latter
documents.
         Based  upon  and  subject  to  the   foregoing,   and  subject  to  the
qualifications and limitations set forth herein, we are of the opinion that:
         1. Assuming that proceeds of borrowings will be used in accordance with
the terms of the Credit  Agreement,  the  execution  and  delivery by any Credit
Party of the Credit  Agreement,  its borrowings in accordance  with the terms of
the Credit Agreement and performance of its payment obligations  thereunder will
not result in any  violation of any New York  statute or any rule or  regulation
issued pursuant to any New York statute.

         2. No consent, approval, authorization,  order, filing, registration or
qualification  of or with any New York  governmental  agency is required for the
execution  and  delivery  by any  Credit  Party of the Credit  Agreement  or the
borrowings  by any  Credit  Party in  accordance  with the  terms of the  Credit
Agreement.

         3.  Assuming that the Credit  Agreement is a valid and legally  binding
obligation  of each of the Lenders  party  thereto and assuming that (a) each of
the Credit  Parties is validly  existing and in good standing  under the laws of
the jurisdiction in which it is organized and has duly authorized,  executed and
delivered  the  Credit   Agreement  in  accordance   with  its   Certificate  of
Incorporation  and By-Laws,  (b)  execution,  delivery and  performance  by each
Credit Party of the Credit Agreement do not violate the laws of the jurisdiction
in which it is organized or any other applicable laws (excepting the laws of the
State of New York), (c) execution, delivery and performance by each Credit Party
of the Credit Agreement do not constitute a breach or violation of any agreement
or instrument which is binding upon such Credit Party and (d) no Credit Party is
an "investment  company"  within the meaning of and subject to regulation  under
the Investment  Company Act of 1940, the Credit Agreement  constitutes the valid
and legally binding  obligation of each Credit Party,  enforceable  against such
Credit Party in accordance with its terms.

         Our  opinions  in  paragraph  3 above are subject to (i) the effects of
bankruptcy,  insolvency, fraudulent conveyance,  reorganization,  moratorium and
other similar laws relating to or affecting  creditors' rights  generally,  (ii)
general equitable principles (whether considered in a proceeding in equity or at
law),  (iii) an implied  covenant  of good faith and fair  dealing  and (iv) the
effects  of the  possible  judicial  application  of  foreign  laws  or  foreign
governmental or judicial action affecting creditors' rights.
         We note that (A) a New York  statute  provides  that with  respect to a
foreign  currency  obligation  a court of the State of New York  shall  render a
judgment or decree in such foreign currency and such judgment or decree shall be
converted into currency of the United States at the rate of exchange  prevailing
on the  date of entry of such  judgment  or  decree  and (B) with  respect  to a
foreign currency  obligation a United States Federal court in New York may award
judgment in United States dollars, provided that we express no opinion as to the
rate of exchange such court would apply.
         We express no opinion with respect to:
         (A) the  effect  of any  provision  of the  Credit  Agreement  which is
intended to permit modification  thereof only by means of an agreement signed in
writing by the parties thereto;
         (B) the effect of any provision of the Credit  Agreement  insofar as it
provides  that any  Person  purchasing  a  participation  from a Lender or other
Person may exercise set-off or similar rights with respect to such participation
or that any Lender or other Person may exercise  set-off or similar rights other
than in accordance with applicable law;
         (C) the  effect  of any  provision  of the  Credit  Agreement  imposing
         penalties or forfeitures;  (D) the  enforceability  of any provision of
         the Credit Agreement to the extent that such provision
constitutes  a waiver of  illegality  as a defense to  performance  of  contract
obligations; (E) the effect of any provision of the Credit Agreement relating to
indemnification  or exculpation in connection  with violations of any securities
laws or relating to  indemnification,  contribution or exculpation in connection
with willful,  reckless or criminal acts or gross  negligence of the indemnified
or exculpated Person or the Person receiving contribution.; and
         (F) the effect of any  provision  of the Credit  Agreement  whereby the
Credit Parties submit to the  jurisdiction  of the United States  District Court
for the Southern  District of New York or the Supreme  Court of the State of New
York.

         We are  members  of the Bar of the  State  of New  York,  and we do not
express any opinion herein concerning any law other than the law of the State of
New York.
         This  opinion  letter is rendered to you in  connection  with the above
described  transactions.  This opinion  letter may not be relied upon by you for
any other  purpose,  or relied  upon by any other  person,  firm or  corporation
without our prior written consent.

                                                     Very truly yours,




                                                     SIMPSON THACHER & BARTLETT

                    [Exhibit B-2 - Schedule I - Page 1 of 1]

                                                                  SCHEDULE I


                                   THE LENDERS


Royal Bank of Canada

NationsBank, N.A.

ABN AMRO Bank, N.V.

The Bank of New York

Chase Bank of Texas, National Association

Citibank, N.A.

The First National Bank of Chicago

Westdeutsche Landesbank Girozentrale,
New York Branch

Mellon Bank, N.A.

Bank of Oklahoma, N.A.

Banque Nationale de Paris

KBC Bank N.V.

Wachovia Bank of Georgia, N.A.

UMB Oklahoma Bank

BancFirst, a State Banking Association



                    [Exhibit B-2 - Schedule II - Page 1 of 1]

                                                                  SCHEDULE II


                              SUBSIDIARY BORROWERS


Kerr-McGee Chemical GmbH

Kerr-McGee Credit LLC

Kerr-McGee (G.B.) Limited

Kerr-McGee GmbH

Kerr-McGee North Sea (U.K.) Limited

Kerr-McGee Oil (U.K.) PLC

Kerr-McGee Resources (U.K.) Limited



                            [Exhibit C - Page 2 of 2]

                                    EXHIBIT C

                                     FORM OF
                                JOINDER AGREEMENT


                  Reference is made to the $250,000,000 364-Day Revolving Credit
Agreement, dated as of February 26, 1999 (as amended,  supplemented or otherwise
modified from time to time, the "Credit Agreement";  terms defined therein being
used  herein as  therein  defined),  among  Kerr-McGee  Corporation,  a Delaware
corporation,  the  Subsidiary  Borrowers  parties  thereto,  the  Lenders  named
therein, and Royal Bank of Canada, as Administrative Agent.

                  The undersigned  hereby  acknowledges that it has received and
reviewed a copy (in execution form) of the Credit Agreement, and agrees to:

                  (i)      join the  Credit Agreement as  a  Subsidiary Borrower
                           party thereto;

                  (ii)     be   bound   by   all   covenants,   agreements   and
                           acknowledgments  attributable  to a  Borrower  in the
                           Credit Agreement and any Note to which it is a party;
                           and

                  (iii)    perform all obligations  required of it by the Credit
                           Agreement and any Note to which it is a party.

                  The  undersigned  hereby  represents  and  warrants  that  the
representations  and  warranties  with  respect to it  contained  in, or made or
deemed made by it in,  Article III of the Credit  Agreement are true and correct
on the date hereof.

                  The undersigned  hereby certifies that attached hereto are (i)
the true and correct  organizational  documents of the undersigned,  as amended,
(ii)  certificates of continued  existence and good standing or their equivalent
with respect to the undersigned,  (iii) true and correct copies of any corporate
resolution,  or such other appropriate evidence of authority,  providing for the
undersigned to execute and deliver this Joinder  Agreement and to become a party
to the Credit  Agreement and (iv) an officers'  incumbency  certificate  for the
undersigned.

                  THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  IN WITNESS  WHEREOF,  the  undersigned has caused this Joinder
Agreement to be duly  executed and  delivered in New York City,  New York by its
proper and duly authorized officer as of this day of
            , [1999] [20__].

                                                     [SUBSIDIARY BORROWER]

                                                     By:         
                                                     Title:




ACKNOWLEDGED AND AGREED TO:

KERR-McGEE CORPORATION



By:                                                                 
Name:                                                            
Title:                                                              



                            [Exhibit D - Page 4 of 4]





                                    EXHIBIT D

                                     FORM OF
                        CASH COLLATERAL ACCOUNT AGREEMENT


                                [Between][Among]


                            [KERR-McGEE CORPORATION,


                             [SUBSIDIARY BORROWER]],


                                       and


                              ROYAL BANK OF CANADA,
                             as Administrative Agent



                                      Dated as of  [                  ]







         THIS CASH COLLATERAL  ACCOUNT AGREEMENT (this  "Agreement") is made and
entered  into as of the __ day of _______,  ____,  [between][among]  [KERR-McGEE
CORPORATION, a Delaware corporation (the "Company"), [______________________,  a
____________________   ("  "),]]  and  ROYAL   BANK  OF   CANADA   ("RBC"),   as
administrative agent (in such capacity,  the "Administrative  Agent") for itself
and the Lenders (as defined in the Credit Agreement referred to below).

                                    RECITALS

         A. On February 26, 1999,  the Company,  the  Subsidiary  Borrowers  (as
defined in the  Credit  Agreement),  the  Administrative  Agent and the  Lenders
executed that certain  Revolving Credit Agreement (as amended from time to time,
the "Credit Agreement")  whereby,  upon the terms and conditions stated therein,
the Lenders agreed to make Loans (as defined in the Credit Agreement) (a) to the
Company  and  the  Domestic  Subsidiary  Borrowers  (as  defined  in the  Credit
Agreement) or any one or more of them, up to the Domestic  Available  Amount (as
defined in the Credit Agreement) and (b) to the Foreign Subsidiary Borrowers (as
defined in the Credit  Agreement)  or any one or more of them up to the  Foreign
Available Amount (as defined in the Credit Agreement).

         B. Section 2.08(c) of the Credit  Agreement  provides that in the event
that (i) the aggregate principal amount of all Loans made to the Company and the
Domestic Subsidiary  Borrowers exceeds the Domestic Available Amount or (ii) the
aggregate  amount of all Loans made to the Company  and the  Foreign  Subsidiary
Borrowers exceeds the Foreign  Available Amount,  the Company may, and may cause
one of more of the  Subsidiary  Borrowers  to, in lieu of prepaying  such excess
described  in clause (i) or (ii) above,  provide  cash  collateral  equal to the
amount of such  excess  plus any accrued  and unpaid  interest  thereon,  to the
Administrative  Agent for the benefit of the  Lenders  pursuant to the terms and
conditions of this Agreement.

         C.  Therefore,  in accordance  with the terms of Section 2.08(c) of the
Credit Agreement, and for other good and valuable consideration, the receipt and
sufficiency  of which are hereby  acknowledged,  [the  Company  and  [Subsidiary
Borrower]] hereby [agrees][agree] and with the Administrative Agent as follows:

                                    AGREEMENT

         Section  (1)  Pursuant  to Section  2.08(c)  of the  Credit  Agreement,
simultaneously   with  the  execution  of  this  Agreement,   [the  Company  and
[Subsidiary Borrower]] will make [a deposit][deposits] in an amount equal to the
excess as  determined  in accordance  with Section  2.08(c)[(ii)][(iii)]  of the
Credit  Agreement  plus all  accrued  and  unpaid  interest  thereon  (the "Cash
Collateral")  in an account with the  Administrative  Agent,  in the name of the
Administrative  Agent and for the benefit of the Lenders styled "Kerr-McGee Cash
Collateral  Account,"  which is an interest  bearing  collateral  account and is
subject to the exclusive dominion and control,  including the exclusive right of
withdrawal, of the Administrative Agent (the "Cash Collateral Account").

         Section   (2)  [The   Company   and   [Subsidiary   Borrower]]   hereby
[pledge][pledges]  and  [grant][grants]  to the  Administrative  Agent  for  the
account of the Lenders a security  interest in the Cash  Collateral and the Cash
Collateral  Account to secure the payment and  performance of the obligations of
the Company and the Subsidiary Borrowers under the Credit Agreement.


         Section (3)

                  (a) The Cash Collateral may be invested by the  Administrative
         Agent at the option and sole discretion of the Administrative Agent and
         at the risk and  expense of [the  Company and  [Subsidiary  Borrower]].
         Interest or profits,  in any, on such  investments  shall accumulate in
         the  Cash  Collateral  Account.  Other  than  interest  earned  on such
         investments, the Cash Collateral shall not bear interest. Moneys in the
         Cash Collateral Account shall be applied by the Administrative Agent to
         satisfy the  obligations  of the Company and the  Subsidiary  Borrowers
         under the Credit Agreement.

                  (b) Moneys in the Cash Collateral Account shall be returned to
         [the Company and  [Subsidiary  Borrower]]  within three  Business  Days
         after the  earlier  to occur of (i) the first  Business  Day of a month
         that the Administrative Agent determines that the Cash Collateral is no
         longer required pursuant to Section  2.08(c)[(ii)][(iii)] of the Credit
         Agreement  and (ii) a prepayment of the Loans in an amount equal to the
         Cash Collateral.  In such event, the Administrative  Agent will execute
         and deliver to [the Company and  [Subsidiary  Borrower]] an appropriate
         release  of the  pledge,  liens,  security  interests  and  obligations
         created  hereby  and  will  release  to [the  Company  and  [Subsidiary
         Borrower]] all funds then remaining in the Cash Collateral Account.

         Section (4) [The Company and [subsidiary borrower]]  [agrees][agree] to
reimburse  and  indemnify  the  Administrative  Agent  for and hold it  harmless
against  any  loss,  liability,  claim,  demand,  cause of  action,  damages  or
controversy at any time arising out of or in connection with  performance by the
Administrative  Agent of any of its duties and obligations under this Agreement,
as well as all costs and  expenses,  including  but not  limited  to  reasonable
attorneys' fees, incurred in the administration or preparation of this Agreement
or in  defending  against any claim or  liability  arising out of or relating to
this Agreement other than arising out of or relating to the wilful misconduct or
gross negligence of the Administrative Agent.

         Section (5) [The Company and  [Subsidiary  Borrower]]  will promptly at
[its][their] sole expense, upon reasonable request, execute and deliver all such
other   documents  in  form  and  substance   reasonably   satisfactory  to  the
Administrative  Agent and its legal counsel and take such other action as may be
reasonable  and  necessary  to fully  effectuate  the terms  and  intent of this
Agreement.

         Section 7. In the event that one or more of the provisions contained in
this Agreement shall, for any reason, be held invalid,  illegal or unenforceable
in any respect (i) [the Company and [Subsidiary Borrower]]  [agrees][agree] that
such  invalidity,  illegality  or  unenforceability  shall not  affect any other
provision of this Agreement,  and (ii) [the Company,] [ Subsidiary Borrower] and
Administrative  Agent  (acting on behalf of and at the direction of the Lenders)
will  negotiate in good faith to amend such  provision so as to be legal,  valid
and enforceable.

         Section 8. This Agreement may be executed in counterparts, and it shall
not be necessary  that the  signatures of all parties hereto be contained on any
one counterpart hereof; each counterpart shall be deemed an original, but all of
which together shall constitute one and the same instrument.



         WITNESS THE EXECUTION HEREOF, as of the date first above written.

                                                      [KERR-MCGEE CORPORATION



                                                   By: 
                                                   Name:
                                                   Title:                    ]



                                                   [[SUBSIDIARY BORROWER]



                                                 By:
                                                 Name:
                                                 Title:                    ]



                                ROYAL BANK OF CANADA, as Administrative Agent



                                                 By: 
                                                 Name:
                                                 Title:





                            [Exhibit E - Page 1 of 1]

                                    EXHIBIT E

                                     FORM OF
                              AUDITOR'S CERTIFICATE



To Kerr-McGee Corporation:

         We  have  examined  the   consolidated   balance  sheet  of  Kerr-McGee
Corporation (a Delaware corporation) and subsidiary companies as of December 31,
____ and ____,  and the  related  consolidated  statements  of income,  retained
earnings and cash flows for each of the three years in the period ended December
31,  ____ and have  issued our report  thereon  dated  February  __,  ____.  Our
examination was made in accordance with generally  accepted  auditing  standards
and,  accordingly,  included such tests of the accounting records and such other
auditing procedures as we considered necessary in the circumstances.

         We have read the Credit  Agreement  dated as of February 26, 1999 among
Kerr-McGee  Corporation (the  "Company"),  the lenders parties thereto and Royal
Bank of Canada, as Administrative Agent (as amended, modified,  supplemented and
restated from time to time, the "Credit Agreement"), particularly Articles V, VI
and VII.  These  articles  contain  certain  covenants  of the  Company  and the
Subsidiary  Borrowers  relative to certain  financial  conditions  and  describe
Events of Default relative to such covenants. We have also read the accompanying
officer's  certificate  prepared by your chief accounting  officer  described in
Section 5.01(c) of the Credit Agreement.

         In connection with our examination,  nothing came to our attention that
caused us to believe  that you were in  default  with any of the  provisions  of
Article  VII of the  Credit  Agreement  insofar as they  pertain  to  accounting
matters.  It should be noted that our  examination  was not  directed  primarily
toward obtaining knowledge of noncompliance.

                                                       Very truly yours,