<PAGE>   1
                                                                      EXHIBIT 10

================================================================================

                              U.S. $900,000,000

                                  CONFORMED
               COMPETITIVE ADVANCE/REVOLVING CREDIT AGREEMENT


                                    among

                                      
                     UNION PACIFIC RESOURCES GROUP INC.,
                                 as Borrower


                                     and



                  TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
                           as Administrative Agent


                                      and


                               CHEMICAL BANK,
                       as Auction Administration Agent

                 MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                           as Documentation Agent

                         NATIONSBANK OF TEXAS, N.A.,
                            as Syndication Agent

                                     and

                           THE BANKS NAMED HEREIN,
                                  as Banks


                         Dated as of April 16, 1996
                 First Amendment dated as of August 9, 1996
               Second Amendment dated as of September 13, 1996

================================================================================
<PAGE>   2
                               TABLE OF CONTENTS

                                                                            PAGE

<TABLE>
<CAPTION>
         <S>              <C>
                                        ARTICLE I.
                               DEFINITIONS AND ACCOUNTING TERMS

         SECTION 1.01     Certain Defined Terms . . . . . . . . . . . . . . .  1
         SECTION 1.02     Computation of Time Periods . . . . . . . . . . . .  9
         SECTION 1.03     Accounting Terms  . . . . . . . . . . . . . . . . . 10
         SECTION 1.04     Number and Gender of Words  . . . . . . . . . . . . 10

                                        ARTICLE II.
                               AMOUNTS AND TERMS OF THE ADVANCES

         SECTION 2.01     The Contract Advances . . . . . . . . . . . . . . . 10
         SECTION 2.02     Making the Contract Advances  . . . . . . . . . . . 10
         SECTION 2.03     The Competitive Advances  . . . . . . . . . . . . . 11
         SECTION 2.04     Conversion and Continuation of Contract Borrowings. 13
         SECTION 2.05     Fees  . . . . . . . . . . . . . . . . . . . . . . . 14
         SECTION 2.06     Optional Reduction of the Commitments . . . . . . . 15
         SECTION 2.07     Repayment of Advances; Prepayment . . . . . . . . . 15
         SECTION 2.08     Interest  . . . . . . . . . . . . . . . . . . . . . 15
         SECTION 2.09     Alternate Rate of Interest.   . . . . . . . . . . . 16
         SECTION 2.10     Increased Costs; Increased Capital  . . . . . . . . 16
         SECTION 2.11     Additional Interest on Eurodollar Rate Advances.  . 17
         SECTION 2.12     Change in Legality  . . . . . . . . . . . . . . . . 17
         SECTION 2.13     Payments and Computations . . . . . . . . . . . . . 17
         SECTION 2.14     Taxes on Payments . . . . . . . . . . . . . . . . . 18
         SECTION 2.15     Sharing of Payments, Etc  . . . . . . . . . . . . . 20
         SECTION 2.16     Removal of a Bank . . . . . . . . . . . . . . . . . 20

                                         ARTICLE III.
                                    CONDITIONS OF LENDING

         SECTION 3.01     Conditions Precedent to Initial Borrowing.    . . . 21
         SECTION 3.02     Conditions Precedent to Each Borrowing.   . . . . . 21

                                       ARTICLE IV.
                               REPRESENTATIONS AND WARRANTIES

         SECTION 4.01     Representations and Warranties of the Borrower.   . 22

                                       ARTICLE V.
                                 COVENANTS OF THE BORROWER

         SECTION 5.01     Affirmative Covenants . . . . . . . . . . . . . . . 23
         SECTION 5.02     Negative Covenants. . . . . . . . . . . . . . . . . 26

                                       ARTICLE VI.
                                     EVENTS OF DEFAULT

         SECTION 6.01     Events of Default.    . . . . . . . . . . . . . . . 29

                                       ARTICLE VII.
                                  THE ADMINISTRATIVE AGENT

         SECTION 7.01     Authorization and Action.   . . . . . . . . . . . . 31
         SECTION 7.02     Administrative Agent's Reliance, Etc.   . . . . . . 31
         SECTION 7.03     Administrative Agent and Affiliates.    . . . . . . 31
         SECTION 7.04     Bank Credit Decision.   . . . . . . . . . . . . . . 31
         SECTION 7.05     Indemnification.                                    31
         SECTION 7.06     Successor Administrative Agent.   . . . . . . . . . 32
</TABLE>





                                      (i)
<PAGE>   3
<TABLE>
<CAPTION>                                ARTICLE VIII.
                                        MISCELLANEOUS
         <S>              <C>
         SECTION 8.01     Amendments, Etc.    . . . . . . . . . . . . . . . . 32
         SECTION 8.02     Notices, Etc. . . . . . . . . . . . . . . . . . . . 33
         SECTION 8.03     No Waiver; Remedies.    . . . . . . . . . . . . . . 33
         SECTION 8.04     Costs, Expenses and Taxes . . . . . . . . . . . . . 33
         SECTION 8.05     Right of Set-off.   . . . . . . . . . . . . . . . . 34
         SECTION 8.06.    Binding Effect.   . . . . . . . . . . . . . . . . . 34
         SECTION 8.07     Assignments and Participations  . . . . . . . . . . 34
         SECTION 8.08     Governing Law . . . . . . . . . . . . . . . . . . . 36
         SECTION 8.09     Exceptions to Covenants . . . . . . . . . . . . . . 36
         SECTION 8.10     Survival  . . . . . . . . . . . . . . . . . . . . . 36
         SECTION 8.11     Invalid Provisions  . . . . . . . . . . . . . . . . 36
         SECTION 8.12     Maximum Rate  . . . . . . . . . . . . . . . . . . . 36
         SECTION 8.13     Execution in Counterparts . . . . . . . . . . . . . 37
         SECTION 8.14     Not in Control  . . . . . . . . . . . . . . . . . . 37
         SECTION 8.15     INDEMNIFICATION . . . . . . . . . . . . . . . . . . 37
         SECTION 8.16     Entirety  . . . . . . . . . . . . . . . . . . . . . 38


                             SCHEDULES AND EXHIBITS

         Schedule I       -       Banks, Lending Offices and Commitments
         Schedule II      -       Principal Subsidiaries
         Schedule III     -       Existing Liens
         Exhibit A-1      -       Notice of Contract Borrowing
         Exhibit A-2      -       Notice of Competitive Borrowing
         Exhibit A-3      -       Form of Notice to Banks of Competitive Bid Request
         Exhibit A-4      -       Form of Competitive Bid
         Exhibit A-5      -       Form of Competitive Bid Accept/Reject Letter
         Exhibit B        -       Assignment and Acceptance Agreement
         Exhibit C-1      -       Opinion of Borrower's Counsel
         Exhibit C-2      -       Opinion of Borrower's New York Counsel 
         Exhibit D        -       Opinion of Counsel to Administrative Agent
</TABLE>





                                      (ii)
<PAGE>   4
               COMPETITIVE ADVANCE/REVOLVING CREDIT AGREEMENT


         This COMPETITIVE ADVANCE/REVOLVING CREDIT AGREEMENT is entered into as
of April 16, 1996, among UNION PACIFIC RESOURCES GROUP INC., a Utah corporation
(the "BORROWER"), the Banks (hereinafter defined), TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as Administrative Agent (hereinafter defined), CHEMICAL BANK, as
Auction Administration Agent (hereinafter defined), MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as Documentation Agent (as hereinafter defined), and
NATIONSBANK OF TEXAS, N.A., as Syndication Agent (as hereinafter defined).

                                 ARTICLE I.
                      DEFINITIONS AND ACCOUNTING TERMS

         SECTION 1.01     CERTAIN DEFINED TERMS.  As used in this Agreement,
the following terms shall have the following meanings (such meanings to be
equally applicable to both the singular and plural forms of the terms defined):

         "ADJUSTED CD RATE" means, for each Adjusted CD Rate Advance comprising
part of the same Contract Borrowing, an interest rate per annum equal to the
lesser of (i) the Maximum Rate and (ii) the sum of (a) a rate per annum equal
to the product of (i) the Fixed CD Rate in effect for the Interest Period then
applicable to such Advance and (ii) 1.00 plus the Domestic Reserve Percentage,
plus (b) the Assessment Rate.  For purposes hereof, the term "FIXED CD RATE"
shall mean 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 Administrative Agent on the first Business Day of the
Interest Period then applicable to such Contract Borrowing by three negotiable
certificate of deposit dealers of recognized standing for the purchase at face
value of negotiable certificates of deposit of  Administrative Agent in a
principal amount approximately equal to Administrative Agent's portion of such
Contract Borrowing and with a maturity comparable to such Interest Period.

         "ADJUSTED CD RATE ADVANCE" means a Contract Advance that bears
interest based on the Adjusted CD Rate.

         "ADJUSTED CD RATE CONTRACT BORROWING" means a Contract Borrowing that
bears interest based on the Adjusted CD Rate.

         "ADMINISTRATIVE AGENT" means Texas Commerce Bank National Association,
and its permitted successor or successors as administrative agent for the Banks
under this Agreement.

         "ADVANCE" means any Contract Advance or Competitive Advance.

         "AFFILIATE" of a Person means any other individual or entity who
directly or indirectly controls, is controlled by, or is under common control
with that Person; provided that, for purposes of SECTIONS 4.01(K) and 5.02(G)
hereof, the Subsidiaries of Borrower shall not be considered Affiliates of the
Borrower or any Subsidiary (including any Restricted Subsidiary), and Borrower
shall not be considered an "Affiliate" of a Subsidiary (including any
Restricted Subsidiary).  For purposes of such definition, "control,"
"controlled by," and "under common control with" mean possession, directly or
indirectly, of power to direct or cause the direction of management or policies
(whether through ownership of voting securities or other interests, by
contract, or otherwise).

         "AGENT" means, collectively, Administrative Agent, Documentation
Agent, Syndication Agent, and Auction Administration Agent.

         "AGREEMENT" means this Agreement, as amended, modified and
supplemented from time to time, including, without limitation, any such
supplement in respect of Competitive Advances under SECTION 2.03.

         "ALTERNATE BASE RATE" means, for any day, a rate per annum equal to
the lesser of (i) the Maximum Rate and (ii) the greatest of (a) the Prime Rate
in effect on such day, (b) the Base CD Rate in effect on such day plus 1% and
(c) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%.  For
purposes hereof, "PRIME RATE"
<PAGE>   5
shall mean the rate of interest per annum publicly announced from time to time
by the Administrative Agent as its prime rate in effect at its principal office
in Houston, Texas (which prime rate may not necessarily represent the lowest or
best rate actually charged to a customer); each change in the Prime Rate shall
be effective on the date such change is publicly announced as effective.  "BASE
CD RATE" shall mean the sum of (a) the product of (i) the Three-Month Secondary
CD Rate and (ii) 1.00 plus the Domestic Reserve Percentage and (b) the
Assessment Rate.  "THREE-MONTH SECONDARY CD RATE" shall mean, for any day, the
secondary market rate for three-month certificates of deposit reported as being
in effect on such day (or, if such day shall not be a Business Day, the next
preceding Business Day) by the Board of Governors of the Federal Reserve System
through the public information telephone line of the Federal Reserve Bank of
New York (which rate will, under the current practices of such Board, be
published in Federal Reserve Statistical Release H.15(519) during the week
following such day), or, if such rate shall not be so reported on such day or
such next preceding Business Day, the average (rounded upwards, if necessary,
to the next 1/16 of 1%) of the secondary market quotations for three-month
certificates of deposit of major money center banks received at approximately
10:00 a.m. (New York City time) on such day (or, if such day shall not be a
Business Day, on the next preceding Business Day) by the Administrative Agent
from three New York City negotiable certificate of deposit dealers of
recognized standing selected by it.  "FEDERAL FUNDS EFFECTIVE RATE" shall mean,
for any day, the weighted average (rounded upwards, if necessary, to the next
1/16 of 1%) of the rates on overnight Federal funds transactions with members
of the Federal Reserve System arranged by Federal funds brokers, as published
on the next succeeding Business Day by the Federal Reserve Bank of Dallas, or,
if such rate is not so published for any day which is a Business Day, the
average (rounded upwards, if necessary, to the next 1/16 of 1%) of the
quotations for the day of such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing selected by it.
If for any reason the Administrative Agent shall have determined (which
determination shall be conclusive absent manifest error) that it is unable to
ascertain the Base CD Rate or the Federal Funds Effective Rate or both for any
reason, including the inability of the Administrative Agent to obtain
sufficient quotations in accordance with the terms hereof, the Alternate Base
Rate shall be determined without regard to clause (b) or (c),or both, of the
first sentence of this definition, as appropriate, until the circumstances
giving rise to such inability no longer exist.  Any change in the Alternate
Base Rate due to a change in the Maximum Rate, Prime Rate, the Three-Month
Secondary CD Rate or the Federal Funds Effective Rate shall be effective on the
effective date of such change in the Maximum Rate, Prime Rate, the Three-Month
Secondary CD Rate or the Federal Funds Effective Rate, respectively.

         "ALTERNATE BASE RATE ADVANCE" means a Contract Advance which bears
interest computed at the Alternate Base Rate.

         "APPLICABLE MARGIN" means, on any date of determination of the
interest rate for any Adjusted CD Rate Contract Borrowing or Eurodollar Rate
Contract Borrowing or of any Facility Fees, the applicable percentage set forth
in the table below for the Type of Borrowing or Facility Fees, as appropriate,
which corresponds to the ratings (or implied ratings) established by both S&P
and Moody's applicable to the Borrower's senior, unsecured, non-credit-enhanced
long term indebtedness for borrowed money ("INDEX DEBT") on such date of
determination:

<TABLE>
<CAPTION>
      -------------------------------------------------------------------
                          Applicable       Applicable        Applicable
          Ratings         Margin for        Margin for       Margin for
                       Adjusted CD Rate  Eurodollar Rate    Facility Fees
                           Contract         Contract
                          Borrowings       Borrowings
      -------------------------------------------------------------------
      -------------------------------------------------------------------
      <S>                    <C>              <C>               <C>
         Category 1
         ----------

      Equal to or            .24%             .115%             .06%
      higher than
      AA- by S&P;

      Equal to or
      higher than
      AA3 by Moody's
      -------------------------------------------------------------------
</TABLE>





                                      2
<PAGE>   6
<TABLE>
<CAPTION>
      -------------------------------------------------------------------
       Category 2
       ----------
      <S>                    <C>              <C>               <C>
      Equal to or            .28%             .155%             .07%
      higher than A
      by S&P;

      Equal to or
      higher than A2
      by Moody's

      -------------------------------------------------------------------
       Category 3
       ----------

      A- by S&P;             .285%             .16%             .09%

      A3 by Moody's

      -------------------------------------------------------------------
       Category 4
       ----------

      BBB+ by S&P;           .325%             .20%             .10%

      Baa1 by
      Moody's
 
      -------------------------------------------------------------------
       Category 5
       ----------

      Lower than             .35%             .225%             .15%
      BBB+ by S&P;

      Lower than
      Baa1 by
      Moody's
      -------------------------------------------------------------------
</TABLE>


For purposes of the foregoing, (i) if neither Moody's nor S&P shall have in
effect a rating for Index Debt (other than by reason of the circumstances
referred to in the last sentence of this definition), then both such rating
agencies will be deemed to have established ratings for Index Debt in Category
5; (ii) if only one of Moody's or S&P shall have in effect a rating for Index
Debt, the Borrower and the Banks will negotiate in good faith to agree upon
another rating agency to be substituted by an amendment to this Agreement for
the rating agency which shall not have a rating in effect, and in the absence
of such amendment the Applicable Margin will be determined by reference to the
available rating; (iii) if the ratings established by Moody's and S&P shall
fall within different Categories, the Applicable Margin shall be determined by
reference to the numerically lower Category; (for example, if the rating from
S&P is in Category 1 and the rating from Moody's is in Category 2, the
Applicable Margin shall be determined by reference to Category 1); and (iv) if
any rating established by Moody's or S&P shall be changed (other than as a
result of a change in the rating system of either Moody's or S&P), such change
shall be effective as of the date on which such change is first announced by
the rating agency making such change.  Each change in the Applicable Margin
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 either Moody's or S&P shall change prior
to the Maturity Date, the Borrower and the Banks shall negotiate in good faith
to amend the references to specific ratings in this definition to reflect such
changed rating system.  If both Moody's and S&P shall cease to be in the
business of rating corporate debt obligations, the Borrower and the Banks shall
negotiate in good faith to agree upon a substitute rating agency and to amend
the references to specific ratings in this definition to reflect the ratings
used by such substitute rating agency.

         "APPLICABLE LENDING OFFICE" means, with respect to each Bank, such
Bank's Domestic Lending Office in the case of an Alternate Base Rate Advance,
such Bank's CD Lending Office in the case of an Adjusted CD Rate Advance, such
Bank's Eurodollar Lending Office in the case of a Eurodollar Rate Contract
Advance and, in the case of a Competitive Advance, the office or affiliate of
such Bank notified by such Bank to the Borrower and the Administrative Agent as
such Bank's Applicable Lending Office with respect to such Competitive Advance.





                                      3
<PAGE>   7
         "APPLICABLE RATE" means:

                          (i)     with respect to Adjusted CD Rate Advances,
                 the Adjusted CD Rate plus the Applicable Margin for Adjusted
                 CD Rate Contract Borrowings;

                          (ii)    with respect to Alternate Base Rate Advances,
                 the Alternate Base Rate; and

                          (iii)   with respect to Eurodollar Rate Contract
                 Advances, the Eurodollar Rate plus the Applicable Margin for
                 Eurodollar Rate Contract Borrowings;.

         "ASSESSMENT RATE" means for any date of determination, the annual rate
(rounded upwards, if necessary, to the next 1/100 of 1%) most recently
estimated by the Administrative Agent as the then current net annual assessment
rate that will be employed in determining amounts payable by the Administrative
Agent to the Federal Deposit Insurance Corporation (or any successor) for
insurance by such Corporation (or such successor) of time deposits made in
dollars at the Administrative Agent's domestic offices.

         "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance entered
into by a Bank and an Eligible Assignee, and accepted by the Administrative
Agent, in substantially the form of EXHIBIT B hereto.

         "AUCTION ADMINISTRATION AGENT" means Chemical Bank and its  successors
as Auction Administration Agent under this Agreement.

         "BANKS" means the financial institutions named on SCHEDULE I (as the
same may be amended from time to time by Administrative Agent to reflect
assignments made in accordance with SECTION 8.07 of this Agreement), and any
and all other financial institutions which from time to time become parties to
this Agreement pursuant to the terms and conditions of SECTION 8.07 of this
Agreement.

         "BORROWING" means a Contract Borrowing or a Competitive Borrowing.

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

         "CD LENDING OFFICE" means, with respect to any Bank, the office or
affiliate of such Bank specified as its "CD Lending Office" opposite its name
on SCHEDULE I hereto or in the Assignment and Acceptance pursuant to which it
became a Bank (or, if no such office or affiliate is specified, its Domestic
Lending Office), or such other office or affiliate of such Bank as such Bank
may from time to time specify to the Borrower and the Administrative Agent.

         "CODE" means the Internal Revenue Code of 1986, as the same may be
amended from time to time.

         "COMMITMENT" has the meaning specified in SECTION 2.01(A).

         "COMPETITIVE ADVANCE" means an advance by a Bank to the Borrower as
part of a Competitive Borrowing resulting from the competitive bidding
procedure described in SECTION 2.03, and refers to a Fixed Rate Competitive
Advance or a Eurodollar Rate Competitive Advance.

         "COMPETITIVE BORROWING" means a Borrowing consisting of simultaneous
Competitive Advances of the same Type from each of the Banks whose offer to
make a Competitive Advance as part of such Borrowing has been accepted by the
Borrower under the competitive bidding procedure described in SECTION 2.03.





                                      4
<PAGE>   8
         "COMPETITIVE REDUCTION" means, as to any Bank as at any date, an
amount equal to such Bank's pro rata (in accordance with the Commitments) share
of the aggregate amount of all Competitive Advances outstanding on such date
(giving effect to the payment of any Competitive Advances to be made on such
date).

         "CONTRACT ADVANCE" means an advance by a Bank to the Borrower as part
of a Contract Borrowing and refers to an Adjusted CD Rate Advance, an Alternate
Base Rate Advance, or a Eurodollar Rate Contract Advance.

         "CONTRACT BORROWING" means a Borrowing consisting of simultaneous
Contract Advances of the same Type made ratably by all of the Banks pursuant to
SECTION 2.01(A).

         "DEBT" means (i) indebtedness for borrowed money, (ii) obligations
evidenced by bonds, debentures, notes or other similar instruments, (iii)
obligations to pay the deferred purchase price of property (excluding
obligations under agreements for the purchase of goods in the normal course of
business, but including obligations under agreements relating to the issuance
of performance letters of credit or acceptance financing), (iv) obligations as
lessee under leases which shall have been or should be, in accordance with
generally accepted accounting principles, recorded as capital leases, (v)
obligations as account party under all letters of credit, and without
duplication, all drafts drawn and unpaid thereunder; (vi) obligations under
direct or indirect guaranties in respect of, and obligations (contingent or
otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor
against loss in respect of, indebtedness or obligations of others of the kinds
referred to in CLAUSES (I) through (V) above; and (vii) liabilities in respect
of unfunded vested benefits under Plans covered by Title IV of ERISA; provided
that, "Debt" of the Borrower and its Subsidiaries shall not include (a) any
rental obligations, guaranties, or other lease obligations or financial
assurances existing on the date of this Agreement and relating to the leveraged
lease of the Corpus Christi, Texas, petrochemical complex and refinery, or (b)
any obligations as account party under letters of credit issued in connection
with, or in lieu of, any obligations described in the preceding CLAUSE (A)
arising at any time after the date of this Agreement.

         "DOCUMENTATION AGENT" means Morgan Guaranty Trust Company of New York,
and its permitted successor or successors as documentation agent for the Banks
under this Agreement.

         "DOMESTIC LENDING OFFICE" means, with respect to any Bank, the office
or affiliate of such Bank specified as its "Domestic Lending Office" opposite
its name on SCHEDULE I hereto or in the Assignment and Acceptance pursuant to
which it became a Bank, or such other office or affiliate of such Bank as such
Bank may from time to time specify to the Borrower and the Administrative
Agent.

         "DOMESTIC RESERVE PERCENTAGE" means, for any Interest Period, the
reserve percentage applicable on the first day of such Interest Period under
regulations issued from time to time by the Board of Governors of the Federal
Reserve System (or any successor) for determining the maximum reserve
requirement (including, but not limited to, any emergency, supplemental, or
other marginal reserve requirement) for a member bank of the Federal Reserve
System in Dallas, Texas, with deposits exceeding one billion dollars with
respect to liabilities consisting of or including (among other liabilities)
U.S. dollar nonpersonal time deposits in the United States with a maturity
equal to such Interest Period.

         "EBITDAX" means with respect to any Person for any period of
calculation the sum of (i) operating income (before adjustments for income
taxes, interest expense, or extraordinary gains or losses) for such period,
(ii) depreciation, depletion, and amortization for such period, and (iii)
exploration expenses for such period all determined in accordance with
generally accepted accounting principles.

09/13/96

         "EFFECTIVE DATE" MEANS THE DATE DESIGNATED BY BORROWER AS THE
"EFFECTIVE DATE" IN A WRITTEN NOTICE DELIVERED TO ADMINISTRATIVE AGENT AT LEAST
THREE (3) BUSINESS DAYS PRIOR TO THE DESIGNATED EFFECTIVE DATE; PROVIDED THAT,
IN NO EVENT SHALL THE EFFECTIVE DATE BE LATER THAN NOVEMBER 12, 1996.





                                      5
<PAGE>   9
         "ELIGIBLE ASSIGNEE" means: (a) any of the following entities, if
approved in writing by the Borrower (if no Event of Default then exists) and
Administrative Agent:   (i) a commercial bank organized under the laws of the
United States, or any state thereof, and having total assets in excess of
$3,000,000,000 and a combined capital and surplus of at least $150,000,000;
(ii) a commercial bank organized under the laws of any other country which is a
member of the OECD, or a political subdivision of any such country, and having
total assets in excess of $3,000,000,000 and a combined capital and surplus of
at least $150,000,000, provided that such bank is acting through a branch or
agency located in the United States, in the country in which it is organized or
in another country which is also a member of the OECD; and (iii) the central
bank of any country which is a member of the OECD, or (b) a Bank or an
Affiliate of any Bank.

         "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) which is a member of a group of which the Borrower is a member
and which is under common control within the meaning of the regulations under
Section 414 of the Code.

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

         "EURODOLLAR LENDING OFFICE" means, with respect to any Bank, the
office or affiliate of such Bank specified as its "Eurodollar Lending Office"
opposite its name on SCHEDULE I hereto or in the Assignment and Acceptance
pursuant to which it became a Bank (or, if no such office or affiliate is
specified, its Domestic Lending office), or such other office or affiliate of
such Bank as such Bank may from time to time specify to the Borrower and the
Administrative Agent.

         "EURODOLLAR RATE" means, for each Eurodollar Rate Advance comprising
part of the same Borrowing, an interest rate per annum equal to the lesser of
(1) the Maximum Rate and (2) a rate of interest determined on the basis of at
least two offered rates for deposits in United States dollars for a period
equal to the applicable Interest Period commencing on the first day of such
Interest Period, appearing on the Reuters Screen LIBO Page as of 11:00 a.m.
(London time) on the day that is two Business Days prior to the first day of
the Interest Period.  If at least two such offered rates appear on the Reuters
Screen LIBO Page, the rate with respect to such Interest Period will be the
arithmetic average (rounded upwards to the next 1/16th of 1%) of such offered
rates.  If fewer than two offered rates appear, "Eurodollar Rate" in respect of
any Interest Period will be determined on the basis of the rates at which
deposits in United States dollars are offered by the Administrative Agent at
approximately 11:00 a.m. (London time) on the day that is two Business Days
preceding the first day of such Interest Period to prime banks in the London
interbank market for a period equal to such Interest Period commencing on the
first day of such Interest Period.

         "EURODOLLAR RATE ADVANCE" means any Eurodollar Rate Contract Advance
or Eurodollar Rate Competitive Advance.

         "EURODOLLAR RATE COMPETITIVE ADVANCE" means a Competitive Advance
which bears interest based on the Eurodollar Rate.

         "EURODOLLAR RATE CONTRACT ADVANCE" means a Contract Advance which
bears interest based on the Eurodollar Rate.

         "EURODOLLAR RATE CONTRACT BORROWING" means a Contract Borrowing that
bears interest based on the Eurodollar Rate.

         "EURODOLLAR RATE RESERVE PERCENTAGE" of any Bank for any Eurodollar
Rate Advance means the reserve percentage applicable to such Bank on (i) in the
case of a Contract Advance, the first day of the Interest Period then
applicable to such Contract Advance and (ii) in the case of a Competitive
Advance, the date of such Competitive





                                      6
<PAGE>   10
Advance, under regulations issued from time to time by the Board of Governors
of the Federal Reserve System (or any successor) for determining the reserve
requirement (including, without limitation, any emergency, supplemental or
other marginal reserve requirement) under Regulation D promulgated by the Board
of Governors of the Federal Reserve System, or any successor or supplemental
regulations, then applicable to such Bank with respect to liabilities or assets
consisting of or including Eurocurrency Liabilities having a term equal to such
Interest Period or the term of such Competitive Advance, as the case may be.

         "EVENTS OF DEFAULT" has the meaning specified in SECTION 6.01.

         "EXISTING CREDIT AGREEMENTS" means collectively (a) the
$150,000,000.00 Revolving Credit Agreement dated as of October 5, 1995, among
Borrower and Texas Commerce Bank  National Association, as administrative agent
and as a lender; and (b) the $150,000,000 Revolving Credit Agreement dated as
of October 5, 1995, among Borrower and NationsBank of Texas, N.A., as
administrative agent and as a lender.

         "FINANCIAL OFFICER" of any corporation shall mean the chief financial
officer, principal accounting officer, Treasurer, or Controller of such
corporation.

         "FIXED RATE" means an interest rate per annum (expressed in the form
of a decimal to no more than four decimal places) specified by a Bank making a
Competitive Advance under the competitive bidding procedure described in
SECTION 2.03.

         "FIXED RATE COMPETITIVE ADVANCE" means a Competitive Advance which
bears interest based on the Fixed Rate.

         "INDEX DEBT" has the meaning specified in the definition of
"Applicable Margin" in SECTION 1.01.

         "INTEREST PERIOD" means, (i) for each Contract Advance comprising part
of the same Contract Borrowing, the period commencing on the date of such
Contract Advance or on the last day of the immediately preceding Interest
Period applicable to such Contract Advance, as the case may be, and ending on
the last day of the period selected by the Borrower pursuant to the provisions
below; or (ii) for each Competitive Advance comprising part of the same
Competitive Borrowing, the period commencing on the date of such Competitive
Advance, as the case may be, and ending on the maturity selected by the
Borrower pursuant to the provisions of SECTION 2.03(A).  The duration of each
such Interest Period shall be (a) in the case of an Alternate Base Rate
Advance, until the next succeeding March 31, June 30, September 30, or December
31, (b) in the case of an Adjusted CD Rate Advance, 30, 60, 90, or 180 days (by
notice to Administrative Agent pursuant to SECTION 2.02(A)), and (c) in the
case of a Eurodollar Rate Advance, 1 month or 2, 3, or 6 months, as the
Borrower may select (in the case of Contract Advance) by notice to the
Administrative Agent pursuant to SECTION 2.02(A), and in the case of
Competitive Advances, by notice to Administrative Agent pursuant to SECTION
2.03(A); provided, however, that:

                          (i)     Interest Periods commencing on the same date
                 for Contract Advances comprising part of the same Contract
                 Borrowing shall be of the same duration;

                          (ii)    whenever the last day of any Interest Period
                 would otherwise occur on a day other than a Business Day in
                 both Dallas, Texas and London, the last day of such Interest
                 Period shall be extended to occur on the next succeeding
                 Business Day in both such cities, provided, in the case of any
                 Interest Period for a Eurodollar Rate Advance, that if such
                 extension would cause the last day of such Interest Period to
                 occur in the next following calendar month, the last day of
                 such Interest Period shall occur on the next preceding
                 Business Day in both such cities; and

                          (iii)   no Interest Period shall end on a date later
                 than the Maturity Date.





                                      7
<PAGE>   11
         "LIEN" means any mortgage, pledge, lien, encumbrance, charge, or
security interest of any kind, granted, or created to secure Debt.

         "LOAN PAPERS" means (a) this Agreement, certificates delivered
pursuant to this Agreement, and Exhibits and Schedules thereto; and (b) all
renewals, extensions, restatements of, or supplements, or amendments to any of
the foregoing.

         "MAJORITY BANKS" means at any time Banks that in the aggregate (a)
hold at least 51% of the Commitments, and (b) after the expiry or termination
of the Commitments, hold at least 51% of the aggregate unpaid principal amount
of the Advances.

         "MATERIAL PLAN" means either (i) a Plan under which the present value
of the vested benefits exceeds the fair market value of the assets of such Plan
allocable to such benefits by more than $20,000,000 or (ii) a Plan whose assets
have a market value in excess of $100,000,000.

08/09/96

         "MATURITY DATE" MEANS AUGUST 14, 2001.

         "MAXIMUM AMOUNT" and "MAXIMUM RATE" means, for each Bank, the maximum
non-usurious amount and the maximum non-usurious rate of interest which, under
applicable law, such Bank is permitted to contract for, charge, take, reserve,
or receive on the Obligation.

         "MOODY'S" means Moody's Investors Service, Inc. or any successor
thereto.

         "MULTIEMPLOYER PLAN" means a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is
making or accruing an obligation to make contributions, or has within any of
the preceding three plan years made or accrued an obligation to make
contributions.

         "NOTICE OF CONTRACT BORROWING" has the meaning specified in SECTION
2.02(A).

         "NOTICE OF COMPETITIVE BORROWING" has the meaning specified in SECTION
2.03(A).

         "OBLIGATION" means all present and future indebtedness, liabilities,
and obligations, and all renewals and extensions thereof, or any part thereof,
now or hereafter owed to Administrative Agent or any Bank by the Borrower
arising from, by virtue of, or pursuant to any Loan Paper, together with all
interest accruing thereon, fees, costs, and expenses payable under the Loan
Papers.

         "OECD" means the Organization for Economic Cooperation and
Development.

         "PARTICIPATING BANK" has the meaning specified in SECTION 2.03(A)(V).

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

         "PERSON" means an individual, partnership, corporation (including a
business trust), joint stock company, trust, unincorporated association, joint
venture or other entity, or a government or any political subdivision or agency
thereof.

         "PLAN" means an employee benefit plan (other than a Multiemployer
Plan) maintained for employees of the Borrower or any ERISA Affiliate and
covered by Title IV of ERISA.

         "PRINCIPAL PROPERTY" means (i) any property owned or leased by the
Borrower or any Subsidiary, or any interest of the Borrower or any Subsidiary
in property, which is considered by the Borrower to be capable of





                                      8
<PAGE>   12
producing oil, gas, or minerals in commercial quantities, (ii) any refinery,
smelter, processing, or manufacturing plant owned or leased by the Borrower or
any Subsidiary, (iii) all present and future oil, gas, other liquid and gaseous
hydrocarbons, and other minerals now or hereafter produced from any other
Principal Property or to which the Borrower or its Subsidiaries may be entitled
as a result of its ownership of any Principal Property, and (iv) all real and
personal assets owned or leased by Borrower or any Subsidiary used in the
drilling, gathering, processing, transportation, or marketing of any oil, gas,
other liquid and gaseous hydrocarbons, or minerals, except (a) any such real or
personal assets related thereto employed in transportation, distribution, or
marketing or (b) any refinery, smelter, processing, or manufacturing plant, or
portion thereof, which property described in CLAUSES (A) or (B) hereof, in the
opinion of the Board of Directors of the Borrower, is not a principal plant or
principal facility in relation to the activities of the Borrower and its
Restricted Subsidiaries taken as a whole.

         "PRINCIPAL SUBSIDIARIES" means those Subsidiaries listed on SCHEDULE
II hereto, as such Schedule may be amended and supplemented from time to time.

         "REGISTER" has the meaning specified in SECTION 8.07(C).

         "REPORTABLE EVENT" means an event described in Section 4043(b) of
ERISA with respect to which the 30-day notice requirement has not been waived
by the PBGC.

         "RESTRICTED SUBSIDIARY" means any Subsidiary which owns or leases (as
lessor or lessee) a Principal Property, but does not include any Subsidiary the
principal business of which is leasing machinery, equipment, vehicles, or other
properties none of which is a Principal Property, or financing accounts
receivable, or engaging in ownership and development of any real property which
is not a Principal Property.

         "S&P" means Standard and Poor's Rating Group, a division of McGraw
Hill, Inc., a New York corporation, or any successor thereto.

         "SUBSIDIARY" of a Person means any corporation or other similar entity
of which more than 50% of the outstanding capital stock having ordinary voting
power to elect a majority of the Board of Directors of such corporation or
entity (irrespective of whether or not at the time capital stock of any other
class or classes of such corporation or entity shall or might have voting power
upon the occurrence of any contingency) is at the time directly or indirectly
owned by such Person, by such Person and one or more other Subsidiaries of such
Person, or by one or more other Subsidiaries of such Person.

         "SYNDICATION AGENT" means NationsBank of Texas, N.A., and its
permitted successor or successors as Syndication Agent under this Agreement.

         "TERMINATION DATE" means the Maturity Date or the earlier date of
termination in whole of the Commitments pursuant to SECTION 2.06 or 6.01.

         "TERMINATION EVENT" means (i) a "Reportable Event" described in
Section 4043 of ERISA and the regulations issued thereunder (other than a
"Reportable Event" not subject to the provision for 30-day notice to the PBGC
under such regulations), or (ii) the withdrawal of the Borrower or any of its
ERISA Affiliates from a Plan during a plan year in which it was a "substantial
employer" as defined in Section 4001(a)(2) of ERISA, or (iii) the filing of a
notice of intent to terminate a Plan or the treatment of a Plan amendment as a
termination under Section 4041 of ERISA, or (iv) the institution of proceedings
to terminate a Plan by the PBGC, or (v) any other event or condition which
might constitute grounds under Section 4042 of ERISA for the termination of, or
the appointment of a trustee to administer, any Plan.

         "TYPE", when used in respect of any Advance or Borrowing, refers to
the Rate by reference to which interest on such Advance or on the Advances
comprising such Borrowing is determined.  For purposes hereof, "RATE" shall
include the Eurodollar Rate, the Adjusted CD Rate, the Alternate Base Rate, and
the Fixed Rate.





                                      9
<PAGE>   13
         SECTION 1.02     Computation of Time Periods.  In this Agreement in
the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
each means "to but excluding".

         SECTION 1.03     Accounting Terms.  All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles from time to time in effect, and all accounting
principles shall be applied on a consistent basis so that the accounting
principles in a current period are comparable in all respects to those applied
during the preceding comparable period.

         SECTION 1.04     Number and Gender of Words.  Whenever in any Loan
Papers the singular number is used, the same shall include the plural, where
appropriate, and vice versa, and words of any gender shall include each other
gender, where appropriate.

                                 ARTICLE II.
                      AMOUNTS AND TERMS OF THE ADVANCES

         SECTION 2.01     THE CONTRACT ADVANCES.

                 (a)      Each Bank severally agrees, on the terms and
conditions hereinafter set forth, to make Contract Advances to the Borrower
from time to time on any Business Day during the period from the Effective Date
until the Termination Date in an aggregate amount not to exceed at any time
outstanding the amount set opposite such Bank's name on SCHEDULE I, as such
amount may be reduced pursuant to SECTION 2.06 or increased pursuant to SECTION
2.16 or reduced or increased by SECTION 8.07 (such Bank's obligation to make
such Contract Advances being hereinafter referred to as such Bank's
"COMMITMENT"); provided, however, that at no time shall the aggregate
outstanding principal amount of Contract Advances and Competitive Advances
exceed the aggregate amount of the Commitments.  Each Contract Borrowing shall
be in an aggregate amount of not less than $10,000,000 (subject to the terms of
this SECTION 2.01(A)) or an integral multiple of $1,000,000 in excess thereof
and shall consist of Contract Advances of the same Type made on the same day by
the Banks ratably accordingly to their respective Commitments.

                 (b)      Within the limits and on the conditions set forth in
this SECTION 2.01, the Borrower may from time to time borrow under this SECTION
2.01, prepay under SECTION 2.07(C), and reborrow under this SECTION 2.01.

         SECTION 2.02     MAKING THE CONTRACT ADVANCES.

                 (a)      Each Contract Borrowing shall be made on notice,
given (i) in the case of a Borrowing consisting of Alternate Base Rate
Advances, not later than 10:30 a.m. (New York City time) on the day of the
proposed Borrowing; (ii) in the case of a Borrowing consisting of Adjusted CD
Rate Advances, not later than 10:30 a.m. (New York City time) on the second
Business Day prior to the day of the proposed Borrowing; and (iii) in the case
of a Borrowing consisting of Eurodollar Rate Contract Advances, not later than
10:30 a.m. (New York City time) on the third Business Day prior to the date of
the proposed Contract Borrowing, by the Borrower to the Administrative Agent,
which shall give to each Bank prompt notice thereof by cable or telecopy.  Each
such notice of a Contract Borrowing (a "NOTICE OF CONTRACT BORROWING") shall be
in substantially the form of EXHIBIT A-1 hereto, specifying therein the
requested (i) date of such Contract Borrowing, (ii) Type of Contract Advances
comprising such Contract Borrowing, (iii) aggregate amount of such Contract
Borrowing and (iv) Interest Period.  Each Bank shall, before 12:00 noon (New
York City time) on the date of any such Contract Borrowing, make available for
the account of its Applicable Lending Office to the Administrative Agent at its
address referred to in SECTION 8.02, in same day funds, such Bank's ratable
portion of such Contract Borrowing.  Upon the Administrative Agent's receipt of
such funds and upon fulfillment of the applicable conditions set forth in
ARTICLE III, the Administrative Agent will make such funds available to the
Borrower at the Administrative Agent's aforesaid address.





                                     10
<PAGE>   14
                 (b)      Each Notice of Contract Borrowing shall be
irrevocable and binding on the Borrower.  In the case of any Contract Borrowing
which the related Notice of Contract Borrowing specifies is to be comprised of
Eurodollar Rate Contract Advances or Adjusted CD Rate Advances, the Borrower
shall indemnify each Bank against any loss, cost, or expense incurred by such
Bank as a result of any failure by the Borrower to complete such Borrowing
(whether or not due to a failure to fulfill on or before the date specified in
such Notice of Contract Borrowing the applicable conditions set forth in
ARTICLE III), such losses, costs, and expenses to include, without limitation,
any loss (including loss of anticipated profits), cost, or expense incurred by
reason of the liquidation or reemployment of deposits or other funds acquired
by such Bank to fund the Contract Advance to be made by such Bank as part of
such Contract Borrowing when such Contract Advance, as a result of such
failure, is not made on such date.

                 (c)      Unless the Administrative Agent shall have received
notice from a Bank prior to the date of any Contract Borrowing that such Bank
will not make available to the Administrative Agent such Bank's ratable portion
of such Contract Borrowing, the Administrative Agent may assume that such Bank
has made such portion available to the Administrative Agent on the date of such
Contract Borrowing in accordance with SECTION 2.02(A) and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower on
such date a corresponding amount.  If and to the extent that such Bank shall
not have so made such ratable portion available to the Administrative Agent,
such Bank and the Borrower severally agree to repay to the Administrative Agent
forthwith on demand such corresponding amount, together with interest thereon,
for each day from the date such amount is made available to the Borrower until
the date such amount is repaid to the Administrative Agent, at (i) in the case
of the Borrower, the interest rate applicable at the time to Contract Advances
comprising such Contract Borrowing and (ii) in the case of such Bank, an
interest rate equal at all times to the Federal Funds Effective Rate.  If such
Bank shall repay to the Administrative Agent such corresponding amount, such
amount so repaid shall constitute such Bank's Contract Advance as part of such
Contract Borrowing for purposes of this Agreement.

                 (d)      The failure of any Bank to make the Contract Advance
to be made by it as part of any Contract Borrowing shall not relieve any other
Bank of its obligation, if any, hereunder to make its Contract Advance on the
date of such Contract Borrowing, but no Bank shall be responsible for the
failure of any other Bank to make the Contract Advance to be made by such other
Bank on the date of any Contract Borrowing.

         SECTION 2.03     THE COMPETITIVE ADVANCES.

                 (a)      Each Bank severally agrees that the Borrower may make
Competitive Borrowings under this SECTION 2.03 from time to time on any
Business Day during the period from the Effective Date until the Termination
Date, in each case on the terms and conditions hereinafter set forth; provided,
however, that at no time shall the aggregate amount of Contract Advances and
Competitive Advances outstanding exceed the aggregate amount of the
Commitments.  Each Competitive Borrowing shall consist of Competitive Advances
of the same Type made on the same day.

                          (i)     The Borrower may request a Competitive
                 Borrowing under this SECTION 2.03 by delivering to the
                 Administrative Agent and Auction Administration Agent, (A) in
                 the case of a Borrowing consisting of Fixed Rate Competitive
                 Advances, by not later than 10:30 a.m. (New York City time)
                 one Business Day prior to the day of the proposed Competitive
                 Borrowing, and (B) in the case of a Borrowing consisting of
                 Eurodollar Rate Competitive Advances, by not later than 10:30
                 a.m. (New York City time) on the fourth Business Day prior to
                 the date of the proposed Competitive Borrowing, a notice of a
                 Competitive Borrowing (a "NOTICE OF COMPETITIVE BORROWING"),
                 in substantially the form of EXHIBIT A-2 hereto, specifying
                 the proposed (1) date of such Competitive Borrowing, (2) Type
                 of Competitive Advances comprising such Competitive Borrowing,
                 (3) aggregate amount, which shall not be less than $10,000,000
                 or an integral multiple of $1,000,000 in excess thereof) of
                 such Competitive Borrowing, (4) maturity date for repayment of
                 each Competitive Advance to be made as part of such
                 Competitive Borrowing (which maturity date shall be, in the
                 case of a Fixed Rate Competitive Borrowing, not earlier than
                 seven days after





                                     11
<PAGE>   15
                 the date of such Borrowing, and, in the case of a Eurodollar
                 Rate Competitive Borrowing, not later than 1 month or 2, 3 or
                 6 months after the date of such Borrowing, as the Borrower
                 shall elect) and (5) any other terms to be applicable to such
                 Competitive Borrowing.  The Auction Administration Agent shall
                 in turn promptly deliver (by cable or telecopy) to each Bank a
                 notice of competitive bid request, in substantially the form
                 of EXHIBIT A-3, notifying the Banks of each request for a
                 Competitive Borrowing received by it from the Borrower and of
                 the terms contained in such Notice of Competitive Borrowing.

                          (ii)    Each Bank shall, if, in its sole discretion,
                 it elects to do so, irrevocably offer to make one or more
                 Competitive Advances to the Borrower as part of such proposed
                 Competitive Borrowing at a rate or rates of interest specified
                 by such Bank in its sole discretion, by notifying (by
                 telecopy, cable or telephone [in the case of telephone,
                 immediately confirmed by telecopy]) the Auction Administration
                 Agent (which shall give prompt notice thereof to the
                 Borrower), (A) in the case of a Fixed Rate Competitive
                 Borrowing, before 10:00 a.m. (New York City time) on the date
                 of such proposed Competitive Borrowing specified in the Notice
                 of Competitive Borrowing delivered with respect thereto, and
                 (B) in the case of a Eurodollar Rate Competitive Borrowing,
                 before 10:00 a.m. (New York City time) on the third Business
                 Day prior to the date of such proposed Competitive Borrowing
                 specified in the Notice of Competitive Borrowing delivered
                 with respect thereto, of the maximum amount of each
                 Competitive Advance which such Bank would be willing to make
                 as part of such proposed Competitive Borrowing (which amount
                 may, subject to the proviso to the first sentence of this
                 SECTION 2.03(A), exceed such Bank's Commitment), the rate or
                 rates of interest therefor (and whether reserves are included
                 therein) and such Bank's Applicable Lending Office with
                 respect to each such Competitive Advance and any other terms
                 and conditions required by such Bank; provided that, if
                 Auction Administration Agent in its capacity as a Bank shall,
                 in its sole discretion, elect to make any such offer, it shall
                 notify the Borrower of such offer before 9:45 a.m. (New York
                 City time) on the date specified herein for notice of offers
                 by the other Banks.  Each competitive bid shall be submitted
                 by a Bank to the Auction Administration Agent on a competitive
                 bid form substantially similar to EXHIBIT A-4.   If any Bank
                 shall fail to notify the Auction Administration Agent, before
                 the time specified herein for notice of offers, that it elects
                 to make such an offer, such Bank shall be deemed to have
                 elected not to make such an offer, and such Bank shall not be
                 obligated or entitled to, and shall not, make any Competitive
                 Advance as part of such Competitive Borrowing.  If any Bank
                 shall provide telephonic notice to the Auction Administration
                 Agent of its election to make an offer, but such telephonic
                 notice has not been confirmed by telecopy to the Auction
                 Administration Agent at or before the time specified herein
                 for notice of offers, the Auction Administration Agent may, in
                 its sole discretion and without liability to such Bank or the
                 Borrower, elect whether or not to provide notice thereof to
                 the Borrower.

                          (iii)   The Borrower shall, in turn, (A) in the case
                 of a Fixed Rate Competitive Borrowing, before 11:00 a.m. (New
                 York City time) on the date of such proposed Competitive
                 Borrowing specified in the Notice of Competitive Borrowing
                 delivered with respect thereto, and (B) in the case of a
                 Eurodollar Rate Competitive Borrowing, before 11:00 a.m. (New
                 York City time) on the third Business Day prior to the date of
                 such proposed Competitive Borrowing specified in the Notice of
                 Competitive Borrowing delivered with respect thereto, either:

                                  (A)      cancel such proposed Competitive
                          Borrowing by giving the Auction Administration Agent
                          notice to that effect, or

                                  (B)      accept one or more of the offers
                          made by any Bank or Banks pursuant to paragraph (ii)
                          above, in its sole discretion, by giving notice to
                          the Auction Administration Agent of the amount of
                          each Competitive Advance (which amount shall be equal
                          to or greater than $1,000,000, and equal to or less
                          than the maximum amount offered





                                     12
<PAGE>   16
                          by such Bank, notified to the Borrower by the Auction
                          Administration Agent on behalf of such Bank for such
                          Competitive Advance pursuant to paragraph (ii) above)
                          to be made by each Bank as part of such Competitive
                          Borrowing, and reject any remaining offers made by
                          Banks pursuant to paragraph (ii) above, by giving the
                          Auction Administration Agent notice to that effect;
                          provided, however, that the aggregate amount of such
                          offers accepted by the Borrower shall be equal at
                          least to $10,000,000 or an integral multiple of
                          $1,000,000 in excess thereof.  Each such notice of
                          competitive bid acceptance/rejection from the
                          Borrower shall be in a form substantially similar to
                          EXHIBIT A- 5.

                          (iv)    If the Borrower notifies the Auction
                 Administration Agent that such Competitive Borrowing is
                 canceled pursuant to PARAGRAPH (III)(A) above, the Auction
                 Administration Agent shall give prompt notice (by cable or
                 telecopy) thereof to the Banks, and such Competitive Borrowing
                 shall not be made.

                          (v)     If the Borrower accepts one or more of the
                 offers made by any Bank or Banks pursuant to PARAGRAPH
                 (III)(B) above, such offer or offers and the Notice of
                 Competitive Borrowing in respect thereof shall constitute a
                 supplement to this Agreement in respect of such Competitive
                 Borrowing and the Competitive Advances made pursuant thereto,
                 and the Auction Administration Agent shall in turn promptly
                 notify (A) each Bank that has made an offer as described in
                 PARAGRAPH (II) above of the date and aggregate amount of such
                 Competitive Borrowing, the interest rate thereon, and whether
                 or not any offer or offers made by such Bank pursuant to
                 paragraph (ii) above have been accepted by the Borrower, and
                 (B) each Bank that is to make a Competitive Advance as part of
                 such Competitive Borrowing (a "PARTICIPATING BANK" as to such
                 Competitive Borrowing) of the amount of each Competitive
                 Advance to be made by such Bank as part of such Competitive
                 Borrowing and the maturity date for the repayment of each such
                 Competitive Advance (together with a confirmation of the
                 Auction Administration Agent's understanding of the interest
                 rate and any other terms applicable to each such Competitive
                 Advance; the Auction Administration Agent shall assume, unless
                 notified by such Bank to the contrary, that its understanding
                 of such information is correct).  Each such Participating Bank
                 shall, before 12:00 noon (New York City time) on the date of
                 such Competitive Borrowing specified in the notice received
                 from the Auction Administration Agent pursuant to clause (A)
                 of the preceding sentence, make available for the account of
                 its Applicable Lending Office to the Administrative Agent (at
                 its address referred to in SECTION 8.02) such Bank's portion
                 of such Competitive Borrowing, in same-day funds.  Upon
                 fulfillment of the applicable conditions set forth in ARTICLE
                 III and after receipt by the  Administrative Agent of such
                 funds, the Administrative Agent will make such funds available
                 to the Borrower at the Administrative Agent's aforesaid
                 address.  Promptly after each Competitive Borrowing, the
                 Auction Administration Agent will notify each Bank of the
                 amount of the Competitive Borrowing, such Bank's Competitive
                 Reduction resulting therefrom, and the date upon which such
                 Competitive Reduction commenced and is anticipated to
                 terminate.

                 (b)      Within the limits and on the conditions set forth in
this SECTION 2.03, the Borrower may from time to time borrow under this SECTION
2.03, repay pursuant to SECTION 2.07(B), prepay under SECTION 2.07(C), and
reborrow under this SECTION 2.03.

         SECTION 2.04     CONVERSION AND CONTINUATION OF CONTRACT BORROWINGS.
The Borrower shall have the right at any time upon prior irrevocable notice to
the Administrative Agent (i) not later than 12:00 noon (New York City time),
one Business Day prior to conversion, to convert any Borrowing consisting of
Eurodollar Rate Contract Advances or Adjusted CD Rate Advances into a Borrowing
consisting of Alternate Base Rate Advances, (ii) not later than 10:00 a.m. (New
York City time), two Business Days prior to conversion or continuation, to
convert any Borrowing consisting of Eurodollar Rate Contract Advances or
Alternate Base Rate Advances into a Borrowing consisting of Adjusted CD Rate
Advances or to continue any Borrowing consisting of Adjusted CD Rate Advances
for an additional Interest Period, (iii) not later than 10:00 a.m. (New York
City time), three Business Days prior to





                                       13
<PAGE>   17
conversion or continuation, to convert any Borrowing consisting of Alternate
Base Rate Advances or Adjusted CD Rate Advances into a Borrowing consisting of
Eurodollar Rate Contract Advances or to continue any Borrowing consisting of
Eurodollar Contract Advances for an additional Interest Period, (iv) not later
than 10:00 a.m. (New York City time), three Business Days prior to conversion,
to convert the Interest Period with respect to any Borrowing consisting of
Eurodollar Rate Contract Advances to another permissible Interest Period, and
(v) not later than 10:00 a.m. (New York City time), two Business Days prior to
conversion, to convert the Interest Period with respect to any Borrowing
consisting of Adjusted CD Rate Advances to another permissible Interest Period,
subject in each case to the following:

                 (a)      each conversion or continuation shall be made pro
rata among the Banks in accordance with the respective principal amounts of the
Advances comprising the converted or continued Contract Borrowing;

                 (b)      if less than all the outstanding principal amount of
any Contract Borrowing shall be converted or continued, the aggregate principal
amount of such Contract Borrowing converted or continued shall be an amount of
$10,000,000 or an integral multiple of $1,000,000 in excess thereof;

                 (c)      accrued interest on an Advance (or portion thereof)
being converted shall be paid by the Borrower at the time of conversion;

                 (d)      if any Borrowing consisting of Eurodollar Rate
Contract Advances or Adjusted CD Rate Advances is converted at a time other
than the end of the Interest Period applicable thereto, the Borrower shall pay,
upon demand, any amounts due to the Banks pursuant to SECTION 8.04(B) as a
result of such conversion;

                 (e)      any portion of a Contract Borrowing maturing or
required to be repaid in less than one month may not be converted into or
continued as a Borrowing consisting of Eurodollar Rate Contract Advances;

                 (f)      any portion of a Borrowing maturing or required to be
repaid in less than 30 days may not be converted into or continued as a
Borrowing consisting of Adjusted CD Rate Advances;

                 (g)      any portion of a Borrowing consisting of Eurodollar
Rate Contract Advances or Adjusted CD Rate Advances which cannot be converted
into or continued as such by reason of CLAUSES (E) AND (F) above shall be
automatically converted at the end of the Interest Period in effect for such
Borrowing into a Borrowing consisting of Alternate Base Rate Advances; and

                 (h)      no Interest Period may be selected for any Borrowing
consisting of Eurodollar Rate Contract Advances or Adjusted CD Rate Advances
that would end later than the Maturity Date.

         Each notice pursuant to this SECTION 2.04 shall be irrevocable and
shall refer to this Agreement and specify (i) the identity and amount of the
Contract Borrowing that the Borrower requests be converted or continued, (ii)
whether such Contract Borrowing is to be converted to or continued as a
Borrowing consisting of Eurodollar Rate Contract Advances, Adjusted CD Rate
Advances, or Alternate Base Rate Advances, (iii) if such notice requests a
conversion, the date of such conversion (which shall be a Business Day), and
(iv) if such Contract Borrowing is to be converted to or continued as a
Borrowing consisting of Eurodollar Rate Contract Advances or Adjusted CD Rate
Advances, the Interest Period with respect thereto.  If no Interest Period is
specified in any such notice with respect to any conversion to or continuation
as a Borrowing consisting of Eurodollar Rate Contract Advances or Adjusted CD
Rate Advances, the Borrower shall be deemed to have selected an Interest Period
of one month's duration, in the case of a Borrowing consisting of Eurodollar
Rate Contract Advances, or 30 days' duration, in the case of a Borrowing
consisting of Adjusted CD Rate Advances.   The Administrative Agent shall
advise the other Banks of any notice given pursuant to this SECTION 2.04 and of
each Bank's portion of any converted or continued Contract Borrowing.  If the
Borrower shall not have given notice in accordance with this SECTION 2.04 to
continue any Contract Borrowing into a subsequent Interest Period (and shall
not otherwise have given notice in accordance with this SECTION 2.04 to convert
such Contract Borrowing), such Contract Borrowing shall, at the end of the
Interest Period applicable thereto (unless





                                     14
<PAGE>   18
repaid pursuant to the terms hereof), automatically be continued into a new
Interest Period as a Borrowing consisting of Alternate Base Rate Advances.





                                     15
<PAGE>   19
         SECTION 2.05     FEES.

09/13/96
                 (A)      FACILITY FEES.   BORROWER SHALL PAY TO EACH BANK,
THROUGH THE ADMINISTRATIVE AGENT, A FACILITY FEE ON THE AVERAGE DAILY AMOUNT OF
THE COMMITMENT OF SUCH BANK (WHETHER USED OR UNUSED) FOR THE PERIOD FROM AND
INCLUDING SEPTEMBER 13, 1996, UP TO BUT EXCLUDING THE TERMINATION DATE AT A
RATE PER ANNUM EQUAL TO THE APPLICABLE MARGIN FOR FACILITY FEES. ACCRUED
FACILITY FEES SHALL BE PAYABLE IN ARREARS, COMMENCING ON THE EARLIER TO OCCUR
OF (I) DECEMBER 31, 1996, OR (II) THE LAST DAY OF THE CALENDAR QUARTER IN WHICH
THE EFFECTIVE DATE OCCURS, AND THEREAFTER, QUARTERLY ON THE LAST DAY OF EACH
MARCH, JUNE, SEPTEMBER, AND DECEMBER AND ON THE TERMINATION DATE.

                 (B)      FEES OF ADMINISTRATIVE AGENT AND CHASE SECURITIES
INC.  Borrower shall pay to Administrative Agent and Chase Securities Inc.,
solely for their own respective accounts, the fees described in the separate
letter agreement dated March 14, 1996, among the Borrower, Administrative
Agent, and Chase Securities Inc. on the dates specified therein.

         SECTION 2.06     OPTIONAL REDUCTION OF THE COMMITMENTS.  The Borrower
shall have the right, upon at least two Business Days' irrevocable notice to
the Administrative Agent, to terminate in whole or reduce ratably in part the
respective Commitments of the Banks; provided, however, that (i) each partial
reduction shall be in the aggregate amount of $10,000,000 or in an integral
multiple of $1,000,000 in excess thereof, and (ii) no such termination or
reduction shall be made which would reduce the Commitments to an amount less
than the aggregate outstanding principal amount of the Advances.  The
Administrative Agent shall promptly thereafter notify each Bank of such
termination or reduction.

         SECTION 2.07     REPAYMENT OF ADVANCES; PREPAYMENT.

                 (a)      The Borrower shall repay to the Administrative Agent
for the account of each Bank the principal amount of each Contract Advance made
by each Bank on the Maturity Date.

                 (b)      The Borrower shall repay to the Administrative Agent,
for the account of each Participating Bank which has made a Competitive
Advance, on the maturity date of each Competitive Advance (such maturity date
being that specified by the Borrower for repayment of such Competitive Advance
in the Notice of Competitive Borrowing delivered with respect thereto) the then
unpaid principal amount of such Competitive Advance.

                 (c)      The Borrower may, on notice given to the
Administrative Agent (i) in the case of Alternate Base Rate Advances, not later
than 10:30 a.m. (New York City time) on the day of the proposed prepayment, and
(ii) in the case of Adjusted CD Rate Advances and Eurodollar Rate Contract
Advances, not later than 10:30 a.m. (New York City time) on the second Business
Day prior to the day of the proposed prepayment, stating the proposed date and
aggregate principal amount of the prepayment, and if such notice is given, the
Borrower shall, prepay the outstanding principal amounts of the Contract
Advances constituting part of the same Contract Borrowing in whole or ratably
in part; provided, however, that any such partial prepayment shall be in an
aggregate principal amount not less than $10,000,000, or in an integral
multiple of $1,000,000 in excess thereof, and provided further, that any such
prepayment of Adjusted CD Rate Advances or Eurodollar Rate Contract Advances
shall be subject to the provisions of SECTION 8.04(B) hereof.  The Borrower may
not prepay any principal amount of any Competitive Advance unless the
Participating Bank making such Competitive Advance shall have expressly agreed
thereto.  The Administrative Agent shall promptly notify each Bank of any
prepayments pursuant to this SECTION 2.07(C) promptly after any such
prepayment.  The Borrower shall have no right to prepay any principal amount of
any Advance except as expressly set forth in this SECTION 2.07(C).

         SECTION 2.08     INTEREST.  The Borrower shall pay interest on each
Advance made by each Bank from the date of such Advance until paid in full, at
the following rates per annum:





                                     16
<PAGE>   20
                          (i)     Contract Advances.  If such Advance is a
                 Contract Advance, the Applicable Rate from time to time for
                 such Contract Advance from the date of such Advance until the
                 last day of the last Interest Period therefor, payable on the
                 last day of each Interest Period and, in the case of any
                 Interest Period longer than 90 days (in the case of Adjusted
                 CD Rate Advances) or three months (in the case of Eurodollar
                 Rate Contract Advances), on such 90th day or the last day of
                 such three-month period, as the case may be.

                          (ii)    Competitive Advances.  If such Advance is a
                 Competitive Advance, a rate per annum equal at all times from
                 the date of such Advance until the maturity thereof to the
                 rate of interest for such Competitive Advance specified by the
                 Participating Bank making such Competitive Advance in its
                 notice with respect thereto delivered pursuant to SECTION 2.03
                 (A)(II) above, payable on the proposed maturity date specified
                 by the Borrower for such Competitive Advance in the related
                 Notice of Competitive Borrowing delivered pursuant to SECTION
                 2.03 (A)(I) above; provided, that in the case of Advances with
                 maturities of greater than three months, interest shall be
                 payable at the end of each three-month period for such
                 Advance.

                          (iii)   Default Amounts.  In the case of any past-due
                 amounts of the principal of, or (to the fullest extent
                 permitted by law) interest on, any Advance, from the date such
                 amount becomes due until paid in full, payable on demand, a
                 rate per annum equal at all times to 2% above the Alternate
                 Base Rate in effect from time to time.

         SECTION 2.09     ALTERNATE RATE OF INTEREST.  If Banks having more
than 66-2/3% of the Commitments shall, at least one Business Day before the
date of any requested Borrowing, notify the Administrative Agent that the
Eurodollar Rate for any Eurodollar Rate Advances or the Adjusted CD Rate for
any Adjusted CD Rate Advances comprising such Borrowing will not adequately
reflect the cost to such Banks of making or funding their respective Advances
for such Borrowing, the right of the Borrower to select Advances of such Type
for such Borrowing or any subsequent Borrowing shall be suspended until the
Administrative Agent shall notify the Borrower and the Banks that the
circumstances causing such suspension no longer exist, and (i) any request by
the Borrower for a Eurodollar Rate Competitive Advance shall be of no force and
effect and shall be denied by the Administrative Agent and (ii) any request by
the Borrower for a Eurodollar Rate Contract Advance or an Adjusted CD Rate
Advance shall be deemed to be a request for an Alternate Base Rate Advance.

         SECTION 2.10    INCREASED COSTS; INCREASED CAPITAL.

                 (a)      If due to either (i) the introduction of or any
change after the date hereof (other than any change by way of imposition or
increase of reserve requirements, in the case of Adjusted CD Rate Advances,
included in the Domestic Reserve Percentage or, in the case of Eurodollar Rate
Advances, included in the Eurodollar Rate Reserve Percentage) in or in the
interpretation of any law or regulation or (ii) the compliance with any
guideline or request received from any central bank or other governmental
authority after the date hereof (whether or not having the force of law), there
shall be any increase in the cost to any Bank of agreeing to make or making,
funding, or maintaining Adjusted CD Rate Advances or Eurodollar Rate Advances,
then the Borrower shall from time to time, upon demand by such Bank (with a
copy of such demand to the Administrative Agent), pay to the Administrative
Agent for the account of such Bank additional amounts sufficient to compensate
such Bank for such increased cost.  Increased costs shall not include income,
stamp, or other taxes, imposts, duties, charges, fees, deductions, or
withholdings imposed, levied, collected, withheld, or assessed by the United
States of America or any political subdivision or taxing authority thereof or
therein (including Puerto Rico) or of the country in which any Bank's principal
office or Applicable Lending office may be located or any political subdivision
or taxing authority thereof or therein.  Each Bank agrees that, upon the
occurrence of any event giving rise to a demand under this SECTION 2.10(A) with
respect to the Eurodollar Lending Office or the CD Lending Office of such Bank,
it will, if requested by the Borrower and to the extent permitted by law or the
relevant governmental authority, endeavor in good faith and consistent with its
internal policies to avoid or minimize the increase in costs resulting from
such event by endeavoring to change its Eurodollar Lending Office or CD Lending
Office, as appropriate; provided, however, that





                                       17
<PAGE>   21
such avoidance or minimization can be made in such a manner that such Bank, in
its sole determination, suffers no economic, legal, or regulatory disadvantage.
A certificate as to the amount of and specifying in reasonable detail the basis
for such increased cost, submitted to the Borrower and the Administrative Agent
by such Bank, shall constitute such demand and shall, in the absence of
manifest error, be conclusive and binding for all purposes.

                 (b)      If either (i) the introduction after the date hereof
of, or any change after the date hereof in or in the interpretation of, any law
or regulation or (ii) the compliance by any Bank with any guideline or request
received from any central bank or other governmental authority after the date
hereof (whether or not having the force of law), affects or would affect the
amount of capital required or expected to be maintained by such Bank or any
corporation controlling such Bank and such Bank determines that the amount of
such capital is increased by or based upon the existence of its Advances or
Commitment, then the Borrower shall, from time to time, upon demand by such
Bank (with a copy of such demand to the Administrative Agent), immediately pay
to the Administrative Agent for the account of such Bank additional amounts
sufficient to compensate such Bank to the extent that such Bank determined such
increase in capital to be allocable to the existence of such Bank's Advances or
Commitment.  A certificate as to the amount of such increased capital and
specifying in reasonable detail the basis therefor, submitted to the Borrower
and the Administrative Agent by such Bank, shall constitute such demand and
shall, in the absence of manifest error, be conclusive and binding for all
purposes.  Each Bank shall use all reasonable efforts to mitigate the effect
upon the Borrower of any such increased capital requirement and shall assess
any cost related to such increased capital on a nondiscriminatory basis among
the Borrower and other borrowers of such Bank to which it applies and such Bank
shall not be entitled to demand or be compensated for any increased capital
requirement unless it is, as a result of such law, regulation, guideline, or
request, such Bank's policy generally to seek to exercise such rights, where
available, against other borrowers of such Bank.

                 (c)      Notwithstanding the foregoing provisions of this
SECTION 2.10, (i) the Borrower shall not be required to reimburse any Bank for
any increased costs incurred more than three months prior to the date that such
Bank notifies the Borrower in writing thereof and (ii) in the event any Bank
grants a participation in an Advance pursuant to SECTION 8.07, the Borrower
shall not be obligated to reimburse for increased costs with respect to such
Advance to the extent that the aggregate amount thereof exceeds the aggregate
amount for which the Borrower would have been obligated if such Bank had not
made such participation.

         SECTION 2.11    ADDITIONAL INTEREST ON EURODOLLAR RATE ADVANCES.  The
Borrower shall pay to the Administrative Agent for the account of each Bank any
costs which such Bank determines are attributable to such Bank's compliance
with regulations of the Board of Governors of the Federal Reserve System
requiring the maintenance of reserves with respect to liabilities or assets
consisting of or including  Eurocurrency Liabilities.  Such costs shall be paid
to the Administrative Agent for the account of such Bank in the form of
additional interest on the unpaid principal amount of each Eurodollar Rate
Advance of such Bank, from the date of such Advance until such principal amount
is paid in full, at an interest rate per annum equal at all times to the
remainder obtained by subtracting (i) the Eurodollar Rate for the applicable
period for such Advance from (ii) the rate obtained by dividing such Eurodollar
Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage
of such Bank for such period, payable on each date on which interest is payable
on such Advance.  Such additional interest shall be determined by such Bank and
notified to the Borrower and the Administrative Agent.  A certificate setting
forth the amount of such additional interest, submitted to the Borrower and the
Administrative Agent by such Bank, shall be conclusive and binding for all
purposes, absent manifest error.

         SECTION 2.12    CHANGE IN LEGALITY.  If any Bank shall, at least
three Business Days before the date of any requested Borrowing consisting of
Eurodollar Rate Advances or at least two Business Days before the date of any
requested Borrowing consisting of Adjusted CD Rate Advances, notify the
Administrative Agent that the introduction of or any change in or in the
interpretation of any law or regulation makes it unlawful, or that any central
bank or other governmental authority asserts that it is unlawful, for such Bank
or its Applicable Lending Office to perform its obligations hereunder to make,
fund, or maintain Eurodollar Rate Advances or Adjusted CD Rate Advances
hereunder, the right of the Borrower to select Advances of such Type from such
Bank for such Borrowing or any subsequent Borrowing shall be suspended until
such Bank shall notify the Administrative Agent that the circumstances





                                       18
<PAGE>   22
causing such suspension no longer exist; and during the period when such
obligation of such Bank is suspended, any Borrowing consisting of Eurodollar
Rate Advances or Adjusted CD Rate Advances, as the case may be, shall not
exceed the Commitments of the other Banks less the aggregate amount of any
Competitive Advances then outstanding, and shall be made by the other Banks pro
rata according to their respective Commitments.

         SECTION 2.13    PAYMENTS AND COMPUTATIONS.

                 (a)      The Borrower shall make each payment hereunder from a
bank account of the Borrower located in the United States not later than 11:00
a.m. (New York City time) on the day when due in U.S. dollars to the
Administrative Agent at its address referred to in SECTION 8.02 in same-day
funds.  The Administrative Agent will promptly thereafter cause to be
distributed like funds to the Banks entitled thereto for the account of their
respective Applicable Lending Offices, in each case to be applied in accordance
with the terms of this Agreement.

                 (b)      All computations of interest based on the Alternate
Base Rate shall be made by the Administrative Agent on the basis of a year of
365 or 366 days, as the case may be, when determined by reference to the Prime
Rate and on the basis of a year of 360 days at all other times; and all
computations of fees and of interest based on the Adjusted CD Rate, the
Eurodollar Rate, or the Fixed Rate shall be made by the Administrative Agent on
the basis of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the period
for which such interest or fees are payable.  Each determination by the
Administrative Agent of an interest rate hereunder shall be conclusive and
binding for all purposes, absent manifest error.

                 (c)      Whenever any payment hereunder shall be stated to be
due on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day, and such extension of time shall be included in the
computation of payment of interest or fees, as the case may be; provided,
however, that, if such extension would cause payment of interest on or
principal of Eurodollar Rate Advances to be made in the next following calendar
month, such payment shall be made on the next preceding Business Day.

                 (d)      Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment is due to the
Banks hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each Bank on such due
date an amount equal to the amount then due such Bank.  If and to the extent
the Borrower shall not have so made such payment in full to the Administrative
Agent, each Bank shall repay to the Administrative Agent forthwith on demand
such amount distributed to such Bank together with interest thereon, for each
day from the date such amount is distributed to such Bank until the date such
Bank repays such amount to the Administrative Agent, at the Federal Funds
Effective Rate.

                 (e)      Each Bank shall maintain on its books a loan account
in the name of the Borrower in which shall be recorded all Advances made by
such Bank to the Borrower, the interest rate, and the maturity date of each
such Advance and all payments of principal and interest made by the Borrower
with respect to such Advances.  The obligation of the Borrower to repay the
Advances made by each Bank and to pay interest thereon shall be evidenced by
the entries from time to time made in the loan account of such Bank maintained
pursuant to this SECTION 2.13(E); provided that, the failure to make an entry
with respect to an Advance shall not affect the obligations of the Borrower
hereunder with respect to such Advance.  In case of any dispute, action, or
proceeding relating to any Advance, the entries in such loan account shall be
prima facie evidence of the amount of such Advance and of any amounts paid or
payable with respect thereto.

                 (f)      The Administrative Agent shall maintain on its books
a set of accounts in which shall be recorded all Advances made by the Banks to
the Borrower, the interest rates, and maturity dates of such Advances and all
payments of principal and interest made thereon.  In case of any discrepancy
between the entries in the





                                     19
<PAGE>   23
Administrative Agent's books and the entries in any Bank's books, such Bank's
records shall be considered correct, in the absence of manifest error.

         SECTION 2.14    TAXES ON PAYMENTS.

                 (a)      All payments made by the Borrower under this
Agreement shall be made free and clear of, and without reduction for or on
account of, any income, stamp, or other taxes, imposts, duties, charges, fees,
deductions, or withholdings, imposed, levied, collected, withheld, or assessed
by the United States of America (or by any political subdivision or taxing
authority thereof or therein) as a result of (i) the introduction after the
date hereof of any law, regulation, treaty, directive, or guideline (whether or
not having the force of law), or (ii) any change after the date hereof in any
law, regulation, treaty, directive, or guideline (whether or not having the
force of law), or (iii) any change after the date hereof in the interpretation
or application of any law, regulation, treaty, directive, or guideline (whether
or not having the force of law), or (iv) any such taxes, imposts, duties,
charges, fees, deductions, or withholdings being imposed, levied, collected,
withheld, or assessed at a greater rate than the rate that would have been
applicable had such an introduction or change not been made, but only to the
extent of the increase in such rate ("WITHHOLDING TAXES").  If any Withholding
Taxes are required to be withheld from any amounts payable to or for the
account of any Bank hereunder, the amounts so payable to or for the account of
such Bank shall be increased to the extent necessary to yield to such Bank
(after payment of all Withholding Taxes) interest or any such other amounts
payable hereunder at the rates or in the amounts payable to or for the account
of such Bank under this Agreement prior to such introduction or change.
Whenever any Withholding Tax is payable by the Borrower, as promptly as
possible thereafter, the Borrower shall send to the Administrative Agent, for
the account of such Bank, a certified copy of an original official receipt
showing payment thereof.  If the Borrower fails to pay any Withholding Taxes
when due to the appropriate taxing authority or fails to remit to the
Administrative Agent, for the account of any Bank the required receipts or
other required documentary evidence, the Borrower shall indemnify such Bank or
the Administrative Agent for any incremental taxes, interest, or penalties that
may become payable by such Bank or the Administrative Agent as a result of any
such failure.

                 (b)      At least four Business Days prior to the first
Borrowing or, if the first Borrowing does not occur within thirty days after
the date of execution of this Agreement, by the end of such thirty day period,
each Bank that is organized outside the United States agrees that it will
deliver to the Borrower and the Administrative Agent two duly completed copies
of United States Internal Revenue Service Form 1001 (or such other
documentation or information as may, under applicable United States federal
income tax statutes or regulations, be required in order to claim an exemption
or reduction from United States income tax withholding by reason of an
applicable treaty with the United States, such documentation or other
information being hereafter referred to as "FORM 1001") or Form 4224 (or such
other documentation or information as may, under applicable United States
federal income tax statutes or regulations, be required in order to claim an
exemption from United States income tax withholding for income that is
effectively connected with the conduct of a trade or business within the United
States, such documentation or other information being hereafter referred to as
"FORM 4224"), as the case may. be, indicating in each case that such Bank is
either entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes or, as the case may be,
is subject to such limited deduction or withholding as it is capable of
recovering in full from a source other than the Borrower.  Each Bank which
delivers to the Borrower and the Administrative Agent a Form 1001 or Form 4224
pursuant to the next preceding sentence further undertakes to deliver to the
Borrower and the Administrative Agent two further copies of the said Form 1001
or 4224, or successor applicable form or certificate, as the case may be, as
and when the previous form filed by it hereunder shall expire or shall become
incomplete or inaccurate in any respect, unless in any of such cases an event
has occurred prior to the date on which any such delivery would otherwise be
required which renders such form inapplicable.

                 (c)      If at any time any Bank by reason of payment by the
Borrower of any Withholding Taxes obtains a credit against, or return or
reduction of, any tax payable by it, or any other currently realized tax
benefit, which it would not have enjoyed but for such payment ("TAX BENEFIT"),
such Bank shall thereupon pay to the Borrower the amount which such Bank shall
certify to be the amount that, after payment, will leave such Bank in the same
economic position it would have been in had it received no such Tax Benefit
("EQUALIZATION AMOUNT");





                                     20
<PAGE>   24
provided, however, that if such Bank shall subsequently determine that it has
lost the benefit of all or a portion of such Tax Benefit, the Borrower shall
promptly remit to such Bank the amount certified by such Bank to be the amount
necessary to restore such Bank to the position it would have been in if no
payment had been made pursuant to this SECTION 2.14(C); provided, further,
however, that if such Bank shall be prevented by applicable law from paying the
Borrower all or any portion of the Equalization Amount owing to the Borrower
such payment need not be made to the extent such Bank is so prevented and the
amount not paid shall be credited to the extent lawful against future payment
owing to such Bank; provided, further, however, that the aggregate of all
Equalization Amounts paid by any Bank shall in no event exceed the aggregate of
all amounts paid by the Borrower to such Bank in respect of Withholding Taxes
plus, in the case of a Tax Benefit that occurs by reason of a refund interest
actually received from the relevant taxing authority with respect to such
refund.  A certificate submitted in good faith by the Bank pursuant to this
SECTION 2.14(C) shall be deemed conclusive absent manifest error.

                 (d)      In the event a Bank shall become aware that the
Borrower is required to pay any additional amount to it pursuant to SECTION
2.14(A), such Bank shall promptly notify the Administrative Agent and the
Borrower of such fact and shall use reasonable efforts, consistent with legal
and regulatory restrictions, to change the jurisdiction of its Applicable
Lending Office if the making of such change (i) would avoid the need for, or
reduce the amount of, any such additional amounts that may thereafter accrue,
(ii) would not, in the good faith determination of such Bank, be
disadvantageous for regulatory or competitive reasons to such Bank, and (iii)
would not require such Bank to incur any cost or forego any economic advantage
for which the Borrower shall not have agreed to reimburse and indemnify such
Bank.

                 (e)      Notwithstanding the foregoing provisions of this
SECTION 2.14, in the event any Bank grants a participation in any Advance
pursuant to SECTION 8.07, the Borrower shall not be obligated to pay any taxes,
imposts, duties, charges, fees, deductions, or withholdings to the extent that
the aggregate amount thereof exceeds the aggregate amount for which the
Borrower would have been obligated if such Bank had not granted such
participation.

         SECTION 2.15    SHARING OF PAYMENTS, ETC.  If any Bank shall obtain
any payment (whether voluntary, involuntary, through the exercise of any right
of setoff or otherwise) on account of the Contract Advances made by it (other
than pursuant to SECTIONS 2.10, 2.14, 2.16, 8.04, or 8.07(G) hereof) in excess
of its ratable share of payments on account of the Contract Advances obtained
by all the Banks, then such Bank shall forthwith purchase from the other Banks
through the Administrative Agent such participations in the Contract Advances
made by them as shall be necessary to cause such purchasing Bank to share the
excess payment ratably with each of them; provided, however, that, if all or
any portion of such excess payment is thereafter recovered from such purchasing
Bank, such purchase from each Bank shall be rescinded, and such Bank shall
repay to the purchasing Bank the purchase price to the extent of such recovery,
together with an amount equal to such Bank's ratable share (according to the
proportion that the (i) the amount of such Bank's required repayment bears to
(ii) the total amount so recovered from the purchasing Bank) of any interest or
other amount paid or payable by the purchasing Bank in respect of the total
amount so recovered. The Borrower agrees that any Bank so purchasing a
participation from another Bank pursuant to this SECTION 2.15 may, to the
fullest extent permitted by law, exercise all its rights of payment (including
the right of setoff) with respect to such participation as fully as if such
Bank were the direct creditor of the Borrower in the amount of such
participation.

         SECTION 2.16    REMOVAL OF A BANK.  The Borrower shall have the
right, by giving at least 15 Business Days' prior notice in writing to the
affected Bank and the Administrative Agent, at any time when no Event of
Default and no event which with the passage of time or the giving of notice or
both would become an Event of Default has occurred and is then continuing, to
remove as a party hereto any Bank having a credit rating of C/D (or its
equivalent) or lower by Thomson BankWatch, Inc. (or any successor thereto),
such removal to be effective as of the date specified in such notice from the
Borrower (a "REMOVAL DATE"), which date, for any Adjusted CD Rate Advance or
any Eurodollar Rate Contract Advance, shall be the last day of an Interest
Period and, for any Competitive Advance, shall be the maturity date of such
Competitive Advance.  On any Removal Date, the Borrower shall repay all the
outstanding Advances of the affected Bank applicable to such Removal Date,
together with all accrued interest, fees, and all other amounts owing hereunder
to such Bank.  Upon each such Removal Date and receipt of the related





                                     21
<PAGE>   25
payment referred to above, the Commitment relating to the Advances so paid on
such Removal Date, together with all unused Commitment, of such affected Bank
shall terminate, and such Bank shall cease thereafter to constitute a Bank
hereunder.  The Borrower shall have the right to offer to one or more Banks the
right to increase their Commitments up to, in the aggregate for all such
increases, the Commitment of any Bank which is removed pursuant to the
foregoing provisions of this SECTION 2.16 (such Commitment being herein called
an "UNALLOCATED COMMITMENT") effective on the relevant Removal Date, it being
understood that no Bank shall be obligated to increase its Commitment in
response to any such offer.  The Borrower shall also have the right to offer
all or any portion of an Unallocated Commitment to one or more Eligible
Assignees not parties hereto having a credit rating higher than C/D (or its
equivalent) by Thomson BankWatch, Inc. (or any successor thereto), and, upon
each such bank's acceptance of such offer and execution and delivery of an
instrument agreeing to the terms and conditions hereof (including, without
limitation, the provisions of SECTION 8.07 regarding Bank assignments), each
such bank shall become a Bank hereunder with a Commitment in an amount
specified in such instrument.  The obligations of the Borrower described in
SECTIONS 2.10, 8.04, and 8.15 shall survive for the benefit of any Bank removed
pursuant to this SECTION 2.16 notwithstanding such removal.


                                  ARTICLE III.
                             CONDITIONS OF LENDING

         SECTION 3.01     CONDITIONS PRECEDENT TO INITIAL BORROWING.  The
obligation of each Bank to make an Advance on the occasion of the initial
Borrowing is subject to the conditions precedent that the Administrative Agent
shall have received, on or before the day of the Effective Date (unless
otherwise indicated), the following, each dated the same day (unless otherwise
indicated), in form and substance satisfactory to the Administrative Agent and
in sufficient copies for each Bank:

                 (a)      Certified copies of the resolutions of the Board of
Directors of the Borrower, approving this Agreement and of all documents
evidencing other necessary corporate action and governmental approvals, if any,
with respect to this Agreement.

                 (b)      A certificate of the Secretary or an Assistant
Secretary of the Borrower, certifying the names and true signatures of the
officers of the Borrower authorized to sign this Agreement and the other
documents to be delivered hereunder.

                 (c)      Copies of the currently-effective articles or
certificates of incorporation of the Borrower, and all amendments thereto,
accompanied by certificates that such copies are correct and complete, one
dated a date not more than 60 days prior to the date of the initial Borrowing,
issued by the appropriate governmental authority of the State of Utah and one
dated the date of the initial Borrowing, executed by the President, a Vice
President, the Secretary, or an Assistant Secretary of the Borrower.

                 (d)      Copies of the currently-effective Bylaws, and all
amendments thereto, of the Borrower, accompanied by a certificate dated the
date of the initial Borrowing, certifying that such copy is correct and
complete, executed by the President, a Vice President, the Secretary, or
Assistant Secretary of the Borrower.

                 (e)      Favorable opinions of counsel of the Borrower and
special New York counsel to the Borrower, substantially in the forms of EXHIBIT
C-1 and C-2 respectively, hereto and as to such other matters as any Bank
through the Administrative Agent may reasonably request.

                 (f)      A favorable opinion of Haynes and Boone, L.L.P.,
counsel for the Administrative Agent, substantially in the form of EXHIBIT D
hereto.





                                       22
<PAGE>   26
                 (g)      A certificate of a Financial Officer of the Borrower,
dated on or prior to the date of the initial Borrowing, certifying termination
of, and payment in full of, all outstanding obligations of the Borrower
outstanding under the Existing Credit Agreements.

                 (h)      The Effective Date has occurred.

                 (i)      Executed copies of this Agreement and all other Loan
Papers contemplated hereby.

                 (j)      Evidence that all fees payable on or prior to the
date of the initial Borrowing have been paid to Administrative Agent and Chase
Securities Inc. as provided for in SECTION 2.05, and to the extent not
previously paid, reimbursement to Administrative Agent for all reasonable fees
and expenses incurred in connection with the negotiation, preparation, and
closing of the transactions evidenced by the Loan Papers (including, without
limitation, reasonable attorneys' fees and expenses).

         SECTION 3.02     CONDITIONS PRECEDENT TO EACH BORROWING.  The
obligation of each Bank to make an Advance in connection with any Borrowing
(including without limitation, the initial Borrowing) shall be subject to the
further conditions precedent that on the date of such Borrowing, (i)
Administrative Agent shall have received a Notice of Contract Borrowing or
Notice of Competitive Borrowing, executed and completed by a Financial Officer
of the Borrower, and (ii) the following statements shall be true (and each of
the giving of the applicable Notice of Contract Borrowing or Notice of
Competitive Borrowing and the acceptance by the Borrower of the proceeds of
such Borrowing shall constitute a representation and warranty by the Borrower
that on the date of such Borrowing such statements are true):

                          (a)     the representations and warranties contained
                 in SECTION 4.01 (excluding for all Borrowings, other than the
                 initial Borrowings, those contained in SUBSECTIONS (F), (J),
                 (K), and (L) thereof) are correct on and as of the date of
                 such Borrowing, before and after giving effect to such
                 Borrowing and to the application of the proceeds therefrom, as
                 though made on and as of such date; and

                          (b)     no event has occurred and is continuing, or
                 would result from such Borrowing or from the application of
                 the proceeds therefrom, which constitutes an Event of Default.


                                 ARTICLE IV.
                       REPRESENTATIONS AND WARRANTIES

         SECTION 4.01     REPRESENTATIONS AND WARRANTIES OF THE BORROWER.  The
Borrower represents and warrants as follows:

                 (a)      The Borrower is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Utah.

                 (b)      The execution, delivery and performance by the
Borrower of this Agreement are within the Borrower's corporate powers, have
been duly authorized by all necessary corporate action, and do not contravene
(i) the Borrower's charter or by-laws or (ii) any law or any contractual
restriction binding on or affecting the Borrower.

                 (c)      No authorization or approval or other action by, and
no notice to or filing with, any governmental authority, regulatory body, or
other Person is required for the due execution, delivery, and performance by
the Borrower of this Agreement except such as has been duly obtained or made
and are in full force and effect.





                                       23
<PAGE>   27
                 (d)      This Agreement is the legal, valid, and binding
obligation of the Borrower enforceable against the Borrower in accordance with
its terms.

                 (e)      The statement of consolidated financial position of
the Borrower and its consolidated Subsidiaries as of December 31, 1995, and the
related statements of consolidated income and consolidated changes in common
stockholders' equity of the Borrower and its consolidated Subsidiaries for the
fiscal year then ended, copies of which have been furnished to each Bank,
fairly present the financial condition of the Borrower and its consolidated
Subsidiaries as at such date and present the financial condition of the
Borrower and its consolidated Subsidiaries for the period ended on such date,
all in accordance with generally accepted accounting principles consistently
applied, and since December 31, 1995, there has been no material adverse change
in such condition or operations.

                 (f)      There is no pending or threatened action or
proceeding affecting the Borrower or any of its consolidated Subsidiaries
before any court, governmental agency, or arbitrator, (i) which purports to
affect the legality, validity or enforceability of this Agreement or (ii)
except as set forth in public documents filed with the Securities and Exchange
Commission or otherwise disclosed publicly on or prior to the date of the
initial Borrowing, which may be reasonably expected to materially adversely
affect the financial condition or operations of the Borrower or any of its
Subsidiaries, taken as a whole.

                 (g)      After applying the proceeds of each Advance, not more
than 25% of the value of the assets of the Borrower and its Subsidiaries (as
determined in good faith by the Borrower) that are subject to SECTION
5.02(A)(I) will consist of or be represented by margin stock (within the
meaning of Regulation U issued by the Board of Governors of the Federal Reserve
System).

                 (h)      The Borrower is not engaged in the business of
extending credit for the purpose of purchasing or carrying margin stock (within
the meaning of Regulation U issued by the Board of Governors of the Federal
Reserve System), and no proceeds of any Advance will be used for any purpose
which violates the provisions of the regulations of said Board.  If requested
by any Bank or the Administrative Agent, the Borrower will furnish to the
Administrative Agent and each Bank a statement in conformity with the
requirements of Federal Reserve Form U-1 referred to in said Regulation U, the
statements made in which shall be such, in the opinion of each Bank, as to
permit the transactions contemplated hereby in accordance with said Regulation
U.

                 (i)      No Termination Event has occurred nor is reasonably
expected to occur with  respect to any Plan which may materially adversely
affect the financial condition or operations of the Borrower and its
Subsidiaries, taken as a whole.  Neither the Borrower nor any of its ERISA
Affiliates has incurred nor reasonably expects to incur any withdrawal
liability under ERISA to any Multiemployer Plan which may reasonably be
expected to materially adversely affect the financial condition or operations
of the Borrower and its Subsidiaries, taken as a whole.  Schedule B (Actuarial
Information) to the 1994 annual report (Form 5500 Series) with respect to each
Plan, copies of which have been filed with the Internal Revenue Service and
furnished to each Bank, is complete and accurate in all material respects and
in all material respects fairly presents the funding status of each Plan.  No
Reportable Event has occurred and is continuing with respect to any Plan which
may materially adversely affect the financial condition or operations of the
Borrower and its Subsidiaries, taken as a whole.

                 (j)     On the date of the initial Borrowing (and after
giving effect to the transactions contemplated by the Loan Papers), Borrower is
Solvent.  For purposes hereof, "SOLVENT" means, as to a Person, that (a) the
aggregate fair market value of such Person's assets exceeds its liabilities
(whether contingent, subordinated, unmatured, unliquidated, or otherwise), (b)
such Person has sufficient cash flow to enable it to pay its Debts as they
mature, and (c) such Person does not have unreasonably small capital to conduct
such Person's business.  In computing the amount of contingent liabilities at
any time; for purposes of determining solvency, it is intended that such
liabilities will be computed at the amount which, in light of all the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.





                                       24
<PAGE>   28
                 (k)      Except as disclosed in public documents filed with
the Securities and Exchange Commission or otherwise disclosed publicly on or
prior to the date of the initial Borrowing, neither Borrower nor any Restricted
Subsidiary is a party to a material transaction with any of its Affiliates,
other than transactions in the ordinary course of business and upon fair and
reasonable terms not materially less favorable than the Borrower or such
Restricted Subsidiary could obtain or could become entitled to in an arm's-
length transaction with a Person that was not its Affiliate.

                 (l)      The proportion that the combined EBITDAX of the
Principal Subsidiaries bears to the consolidated EBITDAX for the Borrower and
its Subsidiaries is not less than 80%.




                                 ARTICLE V.
                          COVENANTS OF THE BORROWER

         SECTION 5.01     AFFIRMATIVE COVENANTS.  So long as any Advance shall
remain unpaid or any Bank shall have any Commitment hereunder, the Borrower
will, and, in the case of SECTION 5.01(A), will cause its Subsidiaries to,
unless the Majority Banks shall otherwise consent in writing:

                 (a)      KEEP BOOKS; CORPORATE EXISTENCE; MAINTENANCE OF
PROPERTIES; COMPLIANCE WITH LAWS; INSURANCE.

                          (i)     keep proper books of record and account, all
                 in accordance with generally accepted accounting principles;

                          (ii)    preserve and keep in full force and effect
                 its existence, and preserve and keep in full force and effect
                 its licenses, rights, and franchises to the extent it deems
                 necessary to carry on its business;

                          (iii)   maintain and keep, or cause to be maintained
                 and kept, its properties in good repair, working order, and
                 condition, and from time to time make or cause to be made all
                 needful and proper repairs, renewals, replacements, and
                 improvements, in each case to the extent it deems necessary to
                 carry on its business;

                          (iv)    use its reasonable efforts to comply in all
                 material respects with all material applicable statutes,
                 regulations, and orders of, and all material applicable
                 restrictions imposed by, any governmental agency in respect of
                 the conduct of its business and the ownership of its
                 properties, to the extent it deems necessary to carry on its
                 business, except such as are being contested in good faith by
                 appropriate proceedings;

                          (v)     insure and keep insured its properties in
                 such amounts (and with such self insurance and deductibles) as
                 it deems necessary to carry on its business and to the extent
                 available on premiums and other terms which the Borrower or
                 any Subsidiary, as the case may be, deems appropriate.  Any of
                 such insurance may be carried by, through, or with any captive
                 or affiliated insurance company or by way of self-insurance as
                 the Borrower or any Subsidiary, as the case may be, deems
                 appropriate; and

                          (vi)    use the proceeds of Advances for general
                 corporate purposes and to repurchase or refinance, from time
                 to time, commercial paper issued by the Borrower.





                                       25
<PAGE>   29
Nothing in this subsection shall prohibit the Borrower or any of its
Subsidiaries from discontinuing any business, forfeiting any license, right, or
franchise or discontinuing the operation or maintenance of any of its
properties to the extent it deems appropriate in the conduct of its business.

                 (b)      REPORTING REQUIREMENTS.  Furnish to the Banks:

                          (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 Borrower, a statement of the
                 consolidated financial condition of the Borrower and its
                 consolidated Subsidiaries as at the end of such quarter and
                 the related statements of income and retained earnings of the
                 Borrower and its consolidated Subsidiaries for the period
                 commencing at the end of the previous fiscal year and ending
                 with the end of such quarter, certified by a principal
                 financial or accounting officer of the Borrower; provided,
                 however, that the Borrower may deliver, in lieu of the
                 foregoing, the quarterly report of the Borrower for such
                 fiscal quarter on Form 10-Q filed with the Securities and
                 Exchange Commission or any governmental authority succeeding
                 to the functions of such Commission, but only so long as the
                 financial statements contained in such quarterly report on
                 Form 10-Q relate to the same companies and are substantially
                 the same in content as the financial statements referred to in
                 the preceding provisions of this clause (i);

                          (ii)    as soon as available and in any event within
                 90 days after the end of each fiscal year of the Borrower, a
                 copy of the annual report for such year for the Borrower and
                 its Subsidiaries, containing the audited consolidated
                 financial statements of the Borrower and its consolidated
                 Subsidiaries for such year and accompanied by an auditors'
                 report of Deloitte & Touche or other independent public
                 accountants of nationally recognized standing that such
                 financial statements were prepared in accordance with
                 generally accepted accounting standards and present fairly the
                 consolidated financial condition of the Borrower and its
                 consolidated Subsidiaries and results of operations of the
                 Borrower and its consolidated Subsidiaries;

                          (iii)   promptly after the sending or filing thereof,
                 copies of all reports which the Borrower sends to its
                 stockholders generally, and copies of all reports and
                 registration statements (without exhibits) which the Borrower
                 files with the Securities and Exchange Commission or any
                 national securities exchange (other than registration
                 statements relating to employee benefit plans);

                          (iv)    promptly after the filing or receiving
                 thereof, copies of any notices of any of the events set forth
                 in Section 4043(b) of ERISA or the regulations thereunder
                 which the Borrower or any Subsidiary files with the PBGC, or
                 which the Borrower or any Subsidiary receives from the PBGC to
                 the effect that proceedings or other action by the PBGC is to
                 be instituted;

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





                                       26
<PAGE>   30
                          (vi)    at any time the Borrower is not a publicly-
                 reporting company, upon the request of Administration Agent
                 (and in a form acceptable to Administrative Agent), such
                 information respecting the condition or operations, financial
                 or otherwise, of the Borrower or any of its Subsidiaries as
                 the Borrower would have included in any reports filed with the
                 Securities and Exchange Commission if it had continued to be a
                 publicly-reporting company.

                 (c)      NOTICES.  Promptly give notice to the Administrative
         Agent and each Bank:

                          (i)     of the occurrence of any Event of Default or
                 any event which, with the giving of notice or the passage of
                 time, or both, would become an Event of Default; and

                          (ii)    of the commencement of any litigation,
                 investigation, or proceeding affecting the Borrower or any of
                 its Subsidiaries before any court, governmental authority, or
                 arbitrator which, in the reasonable judgment of the Borrower,
                 could have a material adverse effect on the business,
                 operations, property, or financial or other condition of the
                 Borrower and its Subsidiaries, taken as a whole.

         Each notice pursuant to this subsection shall be accompanied by a
         statement of the Borrower, setting forth details of the occurrence
         referred to therein and stating what action the Borrower proposes to
         take with respect thereto.

                 (d)      CERTIFICATES.  Furnish to the Banks:

                          (i)     concurrently with the delivery of the
                 financial statements referred to in SECTION 5.01(B)(II), a
                 letter signed by the independent public accountants,
                 certifying such financial statements to the effect that, in
                 the course of the examination upon which their report for such
                 fiscal year was based (but without any special or additional
                 audit procedures for that purpose other than review of the
                 terms and provisions of this Agreement), they did not become
                 aware of any Event of Default involving financial or
                 accounting matters or any condition or event which, after
                 notice or lapse of time, or both, would constitute such an
                 Event of Default, or, if such accountants became aware of any
                 such Event of Default or other condition or event, specifying
                 the nature thereof; and

                          (ii)    concurrently with the delivery of the
                 financial statements or Form 10-Q referred to in SECTIONS
                 5.01(B)(I) AND (II), a certificate of a Financial Officer of
                 the Borrower, stating that, to the best of such officer's
                 knowledge, the Borrower during such period has observed or
                 performed, all of its covenants and other agreements, and
                 satisfied every condition, contained in this Agreement to be
                 observed, performed, or satisfied by it, and that such officer
                 has obtained no knowledge of any Event of Default or any event
                 which, with notice or lapse of time, or both, would become an
                 Event of Default, except as specified in such certificate.

         SECTION 5.02     NEGATIVE COVENANTS.  So long as any Advance shall
remain unpaid or any Bank shall have any Commitment hereunder, the Borrower
will not, without the written consent of the Majority Banks:

                 (a)      LIENS, ETC.

                          (i)     Create, assume, incur, or suffer to exist, or
                 permit any Subsidiary to create, assume, incur, or suffer to
                 exist, any Lien upon any stock or indebtedness, whether now
                 owned or hereafter acquired, of any Subsidiary, to secure any
                 Debt of the Borrower or any other Person (other than the
                 Advances made hereunder), without in any such case making
                 effective provision whereby all of the Advances made hereunder
                 shall be directly secured equally and ratably with such Debt,
                 excluding, however, from the operation of the foregoing
                 provisions of this PARAGRAPH (i) any





                                       27
<PAGE>   31
                 Lien upon stock or indebtedness of any corporation existing at
                 the time such corporation becomes a  Subsidiary, or existing
                 upon stock or indebtedness of a Subsidiary at the time of
                 acquisition of such stock or indebtedness, and any extension,
                 renewal, or replacement (or successive extensions, renewals,
                 or replacements) in whole or in part of any such Lien;
                 provided, however, that the principal amount of Debt secured
                 thereby shall not exceed the principal amount of Debt so
                 secured at the time of such extension, renewal, or
                 replacement; and provided further, that such Lien shall be
                 limited to all or such part of the stock or indebtedness which
                 secured the Lien so extended, renewed, or replaced;

                          (ii)    Create, assume, incur, or suffer to exist, or
                 permit any Restricted Subsidiary to create, assume, incur or
                 suffer to exist, any Lien upon any Principal Property, whether
                 owned or leased on the date hereof or hereafter acquired, to
                 secure any Debt of the Borrower or any other Person (other
                 than the Advances made hereunder), without in any such case
                 making effective provision whereby all of the Advances made
                 hereunder shall be directly secured equally and ratably with
                 such Debt, excluding, however, from the operation of the
                 foregoing provisions of this PARAGRAPH (II):

                                  (A)      any Lien upon property owned or
                          leased by any corporation existing at the time such
                          corporation becomes a Restricted Subsidiary, so long
                          as such Lien covers either (x) the assets so
                          encumbered immediately prior to an acquisition of the
                          Restricted Subsidiary or (y) assets substituted for
                          any assets described in CLAUSE (X) preceding (the
                          "ACQUIRED ASSETS"), so long as the approximate fair
                          market value of the substituted assets does not
                          exceed the approximate fair market value of the
                          acquired assets for which the substitution is being
                          made;

                                  (B)      any Lien upon property existing at
                          the time of acquisition thereof or to secure the
                          payment of all or any part of the purchase price
                          thereof or to secure any Debt incurred prior to, at
                          the time of, or within 180 days after, the
                          acquisition of such property for the purpose of
                          financing all or any part of the purchase price
                          thereof, so long as such Lien is limited to the
                          property so acquired;

                                  (C)      any Lien upon property to secure all
                          or any part of the cost of exploration, drilling,
                          development, construction, alteration, repair, or
                          improvement of all or any part of such property, or
                          Debt incurred prior to, at the time of, or within 180
                          days after, the completion of such exploration,
                          drilling, development, construction, alteration,
                          repair, or improvement for the purpose of financing
                          all or any part of such cost;

                                  (D)      any Lien securing Debt of a
                          Restricted Subsidiary owing to the Borrower or to
                          another Restricted Subsidiary;

                                  (E)      any Lien existing on the date of
                          execution of this Agreement and set forth on SCHEDULE
                          III hereto; and

                                  (F)      Liens created in favor of Banks to
                          secure the Obligation; and

                                  (G)      any extension, renewal, or
                          replacement (or successive extensions, renewals, or
                          replacements) in whole or in part of any Lien
                          referred to in the foregoing clauses (A) to (E),
                          inclusive; provided, however, that the principal
                          amount of Debt secured thereby shall not exceed the
                          principal amount of Debt so secured at the time of
                          such extension, renewal, or replacement; and provided
                          further, that such Lien shall be limited to all or
                          such part of the property which secured the Lien so
                          extended, renewed, or replaced (plus improvements on
                          such property).





                                       28
<PAGE>   32
                 Notwithstanding the foregoing provisions of this PARAGRAPH
                 (II), the Borrower may, and may permit any Restricted
                 Subsidiary to, create, assume, incur, or suffer to exist any
                 Lien upon any Principal Property which is not excepted by
                 clauses (A) through (F), above, without equally and ratably
                 securing the Advances; provided that the aggregate amount of
                 Debt then outstanding secured by such Lien and all similar
                 Liens does not exceed the greater of (i) $150,000,000.00, and
                 (ii) 10% of the total consolidated stockholders' equity of the
                 Borrower as shown on the most recently audited consolidated
                 balance sheet required to be delivered to the Banks pursuant
                 to SECTION 5.01(B).  For the purpose of this paragraph (ii),
                 the following types of transactions shall not be deemed to
                 create a Lien to secure any Debt:

                                  (A)      the sale or other transfer of (y)
                          any oil, gas, or minerals in place for a period of
                          time until, or in an amount such that, the purchaser
                          will realize  therefrom a specified amount of money
                          (however determined) or a specified amount of such
                          oil, gas, or minerals, or (z) any other interest in
                          property of the character commonly referred to as a
                          "PRODUCTION PAYMENT";

                                  (B)      any Lien in favor of the United
                          States of America or any state thereof, or any other
                          country, or any political subdivision of any of the
                          foregoing, to secure partial, progress, advance, or
                          other payments pursuant to the provisions of any
                          contract or statute, or any Lien upon property of the
                          Borrower or a Restricted Subsidiary intended to be
                          used primarily for the purpose of, or in connection
                          with, air or water pollution control; provided that
                          no such Lien shall extend to any other property of
                          the Borrower or a Restricted Subsidiary.

                 (b)      DEBT.  (i) Create or suffer to exist any Debt if,
immediately after giving effect to such Debt and the receipt and application of
any proceeds thereof, the aggregate amount of Debt of the Borrower and its
consolidated Subsidiaries, on a consolidated basis, would exceed 65% of the sum
of the total consolidated stockholders' equity of the Borrower and its
Subsidiaries as shown on the most recently consolidated balance sheet required
to be delivered to the Banks pursuant to SECTION 5.01(B), and  the aggregate
amount of Debt of the Borrower and its consolidated Subsidiaries; and (ii) not
permit any of its Subsidiaries to incur any Debt which, in the aggregate for
all such Subsidiaries, would exceed the greater of (A) $150,000,000.00 and (B)
10% of the total consolidated stockholder's equity of the Borrower as shown on
the most recently consolidated balance sheet required to be delivered to the
Banks pursuant to SECTION 5.01(B).

                 (c)      RESTRICTION ON FUNDAMENTAL CHANGES OF THE BORROWER.
Enter into any transaction of merger or consolidation, or convey, transfer, or
lease its properties and assets substantially as an entirety to any Person,
unless:

                          (i)     either (A) Borrower (in any merger or
                 consolidation involving Borrower) is the surviving entity, or
                 (B) the corporation formed by such consolidation or into which
                 the Borrower  is merged or the Person which acquires by
                 conveyance or transfer, or which leases, the properties and
                 assets of the Borrower  substantially as an entirety (the
                 "SUCCESSOR CORPORATION") shall either (x) immediately after
                 giving effect to such merger, consolidation, conveyance,
                 transfer, or lease, have then-effective ratings (or implied
                 ratings) published by Moody's and S&P applicable to such
                 Successor Corporation's senior, unsecured, non-credit-
                 enhanced, long term indebtedness for borrowed money, which
                 ratings shall be Baa3 or higher (if assigned by Moody's) or
                 BBB- or higher (if assigned by S&P), or (y) be acceptable to
                 Majority Banks in their reasonable determination;

                          (ii)    any Successor Corporation shall be a
                 corporation organized and existing under the laws of the
                 United States of America, any state thereof or the District of
                 Columbia, and shall expressly assume, by amendment to this
                 Agreement executed by the Borrower and such Successor
                 Corporation and delivered to the Administrative Agent, the due
                 and punctual payment of the





                                       29
<PAGE>   33
                 principal of, and interest on, the Advances made hereunder and
                 another amounts payable under this Agreement and the
                 performance or observance of every covenant hereof on the part
                 of the Borrower or such Principal Subsidiary to be performed
                 or observed;

                          (iii)   immediately after giving effect to such
                 transaction, no Event of Default and no event which, with
                 notice or lapse of time, or both, would become an Event of
                 Default, shall have occurred and be continuing;

                          (iv)    if, as a result of any such consolidation or
                 merger or such conveyance, transfer or lease, properties or
                 assets of the Borrower or any Principal Subsidiary would
                 become subject to a Lien which would not be permitted by
                 SECTION 5.02(A), the Borrower, the Principal Subsidiary, or
                 the Successor Corporation, as the case may be, shall take such
                 steps as shall be necessary effectively to secure the Advances
                 made hereunder equally and ratably with (or prior to) all
                 indebtedness secured thereby; and

                          (v)     the Borrower shall have delivered to the
                 Administrative Agent a certificate signed by an executive
                 officer of the Borrower and a written opinion of counsel
                 satisfactory to the Administrative Agent (who may be counsel
                 to the Borrower), each stating that such transaction and such
                 amendment to this Agreement comply with this SECTION 5.02(C)
                 and that all conditions precedent herein provided for relating
                 to such transaction have been satisfied.

                 (d)      PROHIBITION ON SALE OF UPRC STOCK AND FUNDAMENTAL
CHANGES OF UPRC.  (i) Convey, sell, assign, or otherwise transfer (or permit
any Subsidiary to so convey, sell, assign, or transfer) all or any of the
shares of capital stock of Union Pacific Resources Company ("UPRC")  or any
Successor Subsidiary (as hereinafter defined) now owned or hereafter acquired
by the Borrower or any Subsidiary, and (ii) permit UPRC or any Successor
Subsidiary (as hereinafter defined) to enter into any transaction of merger or
consolidation with, or to convey, transfer, or lease its properties
substantially as an entirety to, any Person, other than, mergers or
consolidations with, or conveyances, transfers, or leases to, Borrower or any
other Subsidiary.  For purposes of this subsection, "SUCCESSOR SUBSIDIARY"
shall mean any Subsidiary which is formed by any merger or consolidation of
UPRC or which acquires by conveyance, transfer, or lease substantially all the
properties of UPRC or any Successor Subsidiary.

                 (e)      RATIO OF MAXIMUM TOTAL DEBT TO TOTAL CAPITAL.  Permit
the ratio (expressed as a percentage and as calculated at the end of each
fiscal quarter of the Borrower) that (a) the aggregate amount of the
consolidated Debt of Borrower and its consolidated Subsidiaries bears to (b)
the sum of (i) the total consolidated stockholder's equity of Borrower and its
subsidiaries plus the consolidated Debt of Borrower and its consolidated
Subsidiaries to be more than 65%.

                 (f)      COMPLIANCE WITH ERISA.  To the extent that any event
or action set forth in CLAUSES (I) through (IV) below would subject the
Borrower and its Subsidiaries taken as a whole to any material liability to the
PBGC or otherwise, (i) terminate, or permit any Subsidiary to terminate, any
Plan; (ii) engage in, or permit any Subsidiary to engage in, any "prohibited
transaction" (as defined in Section 4975 of the Code) involving any Plan; (iii)
incur or suffer to exist, or permit any Subsidiary to incur or suffer to exist,
any "accumulated funding deficiency" (as defined in  Section 302 of ERISA),
whether or not waived, involving any Plan; or (iv) allow or suffer to exist, or
permit any Subsidiary to allow or suffer to exist, any event or condition which
presents a risk of incurring a liability to the PBGC by reason of termination
of any Plan.

                 (g)      AFFILIATE TRANSACTIONS.  Enter into (or permit any
Restricted Subsidiary to enter into) any material transaction with any of its
Affiliates, other than any transaction described in public documents filed with
the Securities and Exchange Commission or otherwise disclosed publicly prior to
the date of the initial Borrowing under this Agreement, or any transaction in
the ordinary course of business and upon fair and reasonable terms not
materially less favorable than Borrower or such Restricted Subsidiary could
obtain or could be entitled to in an arm's-length transaction with a Person
that was not its Affiliate.





                                       30
<PAGE>   34
                 (h)      PRINCIPAL SUBSIDIARIES.  Permit the combined EBITDAX
of the Principal Subsidiaries to be less than 80% of the consolidated EBITDAX
of the Borrower and its Subsidiaries as shown on the most recent consolidated
balance sheet required to be delivered to the Banks pursuant to SECTION
5.01(C).


                                 ARTICLE VI.
                              EVENTS OF DEFAULT

         SECTION 6.1      EVENTS OF DEFAULT.  If any of the following events
("EVENTS OF DEFAULT") shall occur and be continuing:

                 (a)      the Borrower shall fail to pay any principal of any
Advance when the same becomes due and payable; provided, that if any such
failure shall result from the malfunctioning or shutdown of any wire transfer
or other payment system employed by the Borrower to make such payment or from
an inadvertent error of a technical or clerical nature by the Borrower or any
bank or other entity employed by the Borrower to make such payment, no Event of
Default shall result under this PARAGRAPH (A) during the period (not in excess
of two Business Days) required by the Borrower to make alternate payment
arrangements; or

                 (b)      the Borrower shall fail to pay any interest on any
Advance or any fee payable hereunder or under any agreement executed in
connection herewith when the same becomes due and payable and such failure
shall remain unremedied for ten days; or

                 (c)      any representation or warranty made by the Borrower
herein or by the Borrower (or any of its officers) in connection with this
Agreement (including, without limitation, any representation or warranty deemed
made by the Borrower at the time of any Advance pursuant to ARTICLE III) shall
prove to have been incorrect in any material respect when made or deemed made;
or

                 (d)      the Borrower shall fail to perform or observe any
other term, covenant, or agreement contained in this Agreement on its part to
be performed or observed if such failure shall remain unremedied for 30 days
after written notice thereof shall have been given to the Borrower by the
Administrative Agent or any Bank; or

                 (e)      an event of default as defined in any mortgage,
indenture, or instrument under which there may be issued, or by which there may
be secured or evidenced, any Debt of the Borrower or any Principal Subsidiary,
whether such Debt now exists or shall hereafter be created, shall happen and
shall result in Debt of the Borrower in excess of $25,000,000 principal amount
becoming or being declared due and payable prior to the date on which it would
otherwise become due and payable, and such declaration shall not be rescinded
or annulled; or

                 (f)      (i) the Borrower or any Principal Subsidiary shall
commence any case, proceeding, or other action (A) under any existing or future
law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization, or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition, or other relief with respect to it or
its debts, or (B) seeking appointment of a receiver, trustee, custodian, or
other similar official for it or for all or any substantial part of its assets,
or the Borrower or any Principal Subsidiary shall make a general assignment for
the benefit of its creditors; or (ii) there shall be commenced against the
Borrower or any Principal Subsidiary any case, proceeding or other action of a
nature referred to in clause (i) above which (A) results in the entry of an
order for relief or any such adjudication or appointment or (B) remains
undismissed, undischarged, or unbonded for a period of 60 days; or (iii) there
shall be commenced against the Borrower or any Principal Subsidiary any case,
proceeding, or other action seeking issuance of a warrant of attachment,
execution, distraint, or similar process against all or any substantial part of
its assets which results in the entry of an order for any such relief which
shall not have been vacated, discharged, or stayed or bonded pending appeal
within 60 days from the entry thereof; or (iv) the Borrower or any Principal
Subsidiary shall take any action in furtherance of or indicating its consent
to, approval of, or acquiescence in, any of the acts set forth in CLAUSE (I),





                                       31
<PAGE>   35
(II), or (III) above; or (v) the Borrower or any Principal Subsidiary shall
generally not, or shall be unable to, or shall admit in writing its inability
to, pay its debts as they become due;

                 (g)      a Material Plan shall fail to maintain the minimum
funding standards required by Section 412 of the Code for any plan year or a
waiver of such standard is sought or granted under Section 412(d), or a
Material Plan is, shall have been, or will be terminated or the subject of
termination proceedings under ERISA, or the Borrower or any of its Subsidiaries
or any ERISA Affiliate has incurred or will incur a liability to or on account
of a Material Plan under Sections 4062, 4063, or 4064 of ERISA, and there shall
result from any such event either a liability or a material risk of incurring a
liability to the PBGC or a Material Plan (or a related trust) which will have a
material adverse effect upon the business, operations or the condition
(financial or otherwise) of the Borrower and its Subsidiaries, taken as a
whole; or

                 (h)      the Borrower or any ERISA Affiliate shall have been
notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal
liability to such Multiemployer Plan in an amount which, when aggregated with
all other amounts required to be paid to Multiemployer Plans in connection with
withdrawal liabilities (determined as of the date of such notification), will
have a material adverse effect upon the business, operations, or the condition
(financial or otherwise) of the Borrower and its Subsidiaries, taken as a
whole;

then, and in any such event, the Administrative Agent (i) shall at the request,
or may with the consent, of Majority Banks, by notice to the Borrower, declare
the obligation of each Bank to make Advances to be terminated, whereupon the
same shall forthwith terminate, (ii) shall at the request, or may with the
consent, of Banks owed at least 51% of the then aggregate unpaid principal
amount of the Advances owing to Banks, by notice to the Borrower, declare the
Advances, all interest thereon and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon the Advances, all such
interest and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest, notice of intention to accelerate, notice
of acceleration, or further notice of any kind, all of which are hereby
expressly waived by the Borrower; and (iii) shall at the request of, or may
with the consent of Majority Banks, exercise any and all other legal and
equitable rights afforded by the Loan Papers, applicable law, or in equity,
including, but not limited to, the right to bring suit or other proceedings for
specific performance or otherwise in aid of any right granted to Administrative
Agent or any Bank hereunder; provided, however, that in the event of an actual
or deemed entry of an order for relief with respect to the Borrower or any of
its Subsidiaries under the Federal Bankruptcy Code, (A) the obligation of each
Bank to make Advances shall automatically be terminated and (B) the Advances,
all such interest and all such amounts shall automatically become and be due
and payable, without presentment, demand, protest, or any notice of any kind,
all of which are hereby expressly waived by the Borrower.


                                ARTICLE VII.
                          THE ADMINISTRATIVE AGENT

         SECTION 7.01     AUTHORIZATION AND ACTION.  Each Bank hereby appoints
and authorizes the Administrative Agent to take such action as administrative
agent on its behalf and to exercise such powers under this Agreement as are
delegated to the Administrative Agent by the terms hereof, together with such
powers as are reasonably incidental thereto.  As to any matters not expressly
provided for by this Agreement (including, without limitation, enforcement or
collection of the amounts due hereunder), the Administrative Agent shall not be
required to exercise any discretion or take any action, but shall be required
to act or to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Majority Banks, and such
instructions shall be binding upon all Banks and all holders of Advances;
provided, however, that the Administrative Agent shall not be required to take
any action which exposes the Administrative Agent to personal liability or
which is contrary to this Agreement or applicable law.  The Administrative
Agent agrees to give to each Bank prompt notice of each notice given to it by
the Borrower pursuant to the terms of this Agreement.





                                       32
<PAGE>   36
         SECTION 7.02     ADMINISTRATIVE AGENT'S RELIANCE, ETC.  Neither the
Administrative Agent nor any of its directors, officers, agents, or employees
shall be liable for any action taken or omitted to be taken by it or them under
or in connection with this Agreement, except for its or their own gross
negligence or wilful misconduct.  Without limitation of the generality of the
foregoing, the Administrative Agent: (i) may consult with legal counsel
(including counsel for the Borrower), independent public accountants, and other
experts selected by it and shall not be liable for any action taken or omitted
to be taken in good faith by it in accordance with the advice of such counsel,
accountants, or experts; (ii) makes no warranty or representation to any Bank
and shall not be responsible to any Bank for any statements, warranties, or
representations made in or in connection with this Agreement; (iii) shall not
have any duty to ascertain or to inquire as to the performance or observance of
any of the terms, covenants, or conditions of this Agreement on the part of the
Borrower or to inspect the property (including the books and records) of the
Borrower; (iv) shall not be responsible to any Bank for the due execution,
legality, validity, enforceability, genuineness, sufficiency, or value of this
Agreement or any other instrument or document furnished pursuant hereto; and
(v) shall incur no liability under or in respect of this Agreement by acting
upon any notice, consent, certificate, or other instrument or writing (which
may be by telecopy, telegram or cable) believed by it to be genuine and signed
or sent by the proper party or parties.

         SECTION 7.03     ADMINISTRATIVE AGENT AND AFFILIATES.  With respect to
its Commitment, Texas Commerce Bank National Association shall have the same
rights and powers under this Agreement as any other Bank and may exercise the
same as though it were not the Administrative Agent; and the term "BANK" or
"BANKS" shall, unless otherwise expressly indicated, include Texas Commerce
Bank National Association in its individual capacity.  Texas Commerce Bank
National Association and its affiliates may accept deposits from, lend money
to, act as trustee under indentures of, and generally engage in any kind of
business with, the Borrower, any of its subsidiaries, and any Person who may do
business with or own securities of the Borrower or any such subsidiary, all as
if Texas Commerce Bank National Association were not the Administrative Agent
and without any duty to account therefor to the Banks.

         SECTION 7.04     BANK CREDIT DECISION.  Each Bank acknowledges that it
has, independently and without reliance upon the Administrative Agent or any
other Bank and based on the financial statements referred to in SECTION 4.01
and such other documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement.  Each Bank also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Bank and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement.

         SECTION 7.05     INDEMNIFICATION.  The Banks agree to indemnify each
Agent, acting in their respective agency capacities, (to the extent not
reimbursed by the Borrower), ratably as computed as set forth below from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses, or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or asserted against
such Agent in any way relating to, or arising out of, this Agreement or any
action taken or omitted by such Agent under this Agreement; provided that no
Bank shall be liable to any Agent for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses, or disbursements resulting from such Agent's gross negligence or
wilful misconduct.  Without limitation of the foregoing, each Bank agrees to
reimburse the Administrative Agent promptly upon demand for its ratable share
of any out-of-pocket expenses (including counsel fees) incurred by the
Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment, or enforcement (whether through
negotiations, legal proceedings, or otherwise) of, or legal advice in respect
of rights or responsibilities under, this Agreement, to the extent that the
Administrative Agent is not reimbursed for such expenses by the Borrower.  For
purposes of this SECTION 7.05, ratable allocations among the Banks shall be
made (i) in respect of any demand by the Administrative Agent prior to a
declaration made pursuant to CLAUSE (II) of SECTION 6.01, according to the
respective amounts of their Commitments and (ii) thereafter according to the
respective principal amounts of the Advances then outstanding to them.

         SECTION 7.06     SUCCESSOR ADMINISTRATIVE AGENT.  The Administrative
Agent may resign at any time by giving written notice thereof to the Banks and
the Borrower and may be removed at any time with or without cause by the
Majority Banks.  Upon any such resignation or removal, the Majority Banks shall
have the right to appoint a





                                       33
<PAGE>   37
successor Administrative Agent with the consent of the Borrower (which consent
shall not be required if at the time of such appointment any Event of Default
or an event which with the passage of time or the giving of notice or both
would become an Event of Default has occurred and is continuing).  If no
successor Administrative Agent shall have been so appointed by the Majority
Banks, and shall have accepted such appointment, within 30 days after the
retiring Administrative Agent's giving of notice of resignation or the Majority
Banks' removal of the retiring Administrative Agent, then the retiring
Administrative Agent may, on behalf of the Banks, appoint a successor
Administrative Agent, which shall be a commercial bank organized or licensed
under the laws of the United States of America or of any state thereof and
having a combined capital and surplus of at least $500,000,000. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon
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 under this Agreement.
After any retiring Administrative Agent's resignation or removal hereunder as
Administrative Agent, the provisions of this ARTICLE VII shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement.



                                ARTICLE VIII.
                                MISCELLANEOUS

         SECTION 8.01     AMENDMENTS, ETC.  No amendment or waiver of any
provision of this Agreement, nor consent to any departure by the Borrower
therefrom, shall in any event be effective, unless the same shall be in writing
and signed by the Majority Banks, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided, however, that no amendment, waiver, or consent shall, unless
in writing and signed by all the Banks, do any of the following: (a) waive any
of the conditions specified in SECTION 3.01 or 3.02 (if and to the extent that
the Borrowing which is the subject of such waiver would involve an increase in
the aggregate outstanding amount of Advances over the aggregate amount of
Advances outstanding immediately prior to such Borrowing), (b) increase the
Commitments of the Banks or subject the Banks to any additional obligations,
(c) reduce the principal of, or interest on, the Advances or any fees or other
amounts payable hereunder, (d) postpone any date fixed for any payment of
principal of, or interest on, the Advances or any fees or other amounts payable
hereunder, (e) make any change which would alter the percentage of the
Commitments or of the aggregate unpaid principal amount of the Advances, or the
number of Banks, which shall otherwise be required for the Banks or any of them
to take any action hereunder, or (f) amend this SECTION 8.01; and provided
further, that no amendment, waiver, or consent shall, unless in writing and
signed by the Administrative Agent in addition to the Banks required above to
take such action, affect the rights or duties of the Administrative Agent under
this Agreement.

         SECTION 8.02     NOTICES, ETC.  All notices and other communications
provided for hereunder shall be in writing (including telecopy, telegraphic, or
cable communication and telecopied, mailed, telegraphed, cabled, or delivered,
if to the Borrower, at its address at P.O. Box 7, 801 Cherry Street, Fort
Worth, Texas  76101; if to any Bank listed on SCHEDULE I hereto, at its Notice
Address specified opposite its name on SCHEDULE I hereto; if to any other Bank,
at its Domestic Lending office specified in the Assignment and Acceptance
pursuant to which it became a Bank; and if to the Administrative Agent, at its
address at Texas Commerce Tower, Energy Department, 2200 Ross Avenue, 3rd
Floor, Dallas, Texas 75201, Attention: Timothy E. Perry; or, as to the
Borrower, any Bank, or the Administrative Agent, at such other address as shall
be designated by such party in a written notice to the other parties and, as to
each other party, at such other address as shall be designated by such party in
a written notice to the Borrower and the Administrative Agent.  All such
notices and communications shall, when telecopied, mailed, telegraphed, or
cabled, be effective when sent by telecopy, deposited in the mails, delivered
to the telegraph company, or delivered to the cable company, respectively,
except that notices and communications to the Administrative Agent pursuant to
ARTICLE II or VII shall not be effective until received by the Administrative
Agent.  The Administrative Agent shall be entitled to rely on any oral notice
made pursuant to SECTION 2.03(A)(V) believed by it to be genuine and made by
the proper party or parties, and the Borrower and the Banks, as the case may
be, agree to be conclusively bound by the Administrative Agent's records in
respect of any such notice.





                                       34
<PAGE>   38
         SECTION 8.03     NO WAIVER; REMEDIES.  No failure on the part of any
Bank or the Administrative Agent to exercise, and no delay in exercising, any
right hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right.  The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

         SECTION 8.04     COSTS, EXPENSES AND TAXES.

                 (a)      The Borrower agrees to pay on demand all costs and
expenses in connection with the preparation, execution, delivery,
administration, modification, and amendment of this Agreement, the Loan Papers,
and the other documents to be delivered hereunder, including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel for the
Administrative Agent with respect thereto and with respect to advising the
Administrative Agent as to its rights and responsibilities under this
Agreement, and all costs and expenses, if any (including, without limitation,
reasonable counsel fees and expenses), incurred by the Administrative Agent or
any Bank in connection with the enforcement (whether through negotiations,
legal proceedings, or otherwise) of this Agreement and the other documents to
be delivered hereunder.  In addition, the Borrower agrees to pay any present or
future stamp or documentary taxes or any other excise or property taxes,
charges, or similar levies which arise from the execution and delivery of this
Agreement and agrees to save the Administrative Agent and each Bank harmless
from and against any and all liabilities with respect to or resulting from any
delay in paying or omission to pay such taxes.

                 (b)      If any payment of principal of any Adjusted CD Rate
Advance, Eurodollar Rate Contract Advance, or Competitive Advance is made by
the Borrower to or for the account of a Bank other than on the last day of the
Interest Period for such Contract Advance, or on the maturity date of such
Competitive Advance, as the case may be, or as a result of a payment pursuant
to SECTION 2.07(C), or as a result of acceleration of the maturity of the
Advances pursuant to SECTION 6.01, or for any other reason, or by an Eligible
Assignee to a Bank other than on the last day of the Interest Period (or the
final maturity date in the case of a Competitive Advance) for such Advance upon
an assignment of rights and obligations under this Agreement pursuant to
SECTION 8.07 as a result of a demand by the Borrower pursuant to SECTION
8.07(A), or an assignment of rights and obligations under this Agreement
pursuant to SECTION 2.16 as a result of a demand by the Borrower, or if the
Borrower fails to convert or continue any Contract Advance hereunder after
irrevocable notice of such conversion or continuation has been given pursuant
to SECTION 2.04, the Borrower shall, upon demand by such Bank (with a copy of
such demand to the Administrative Agent), pay to the Administrative Agent for
the account of such Bank any amounts required to compensate such Bank for any
additional losses, costs, or expenses which it may reasonably incur as a result
of such payment or failure, including, without limitation, any loss (including
loss of anticipated profits), cost, or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by such Bank to
fund or maintain such Advance.  A certificate of such Bank setting forth the
amount demanded hereunder and the basis therefor shall, in the absence of
manifest error, be conclusive and binding for all purposes.

         SECTION 8.05     RIGHT OF SET-OFF.  Upon (i) the occurrence and during
the continuance of any Event of Default and (ii) the making of the request or
the granting of the consent specified by SECTION 6.01 to authorize the
Administrative Agent to declare the Advances due and payable pursuant to the
provisions of SECTION 6.01, each Bank 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 indebtedness at any time owing by such Bank to or for
the credit or the account of the Borrower against any and all of the Obligation
of the Borrower now or hereafter existing under this Agreement and the Advances
made by such Bank, irrespective of whether or not such Bank shall have made any
demand under this Agreement and although such obligations may be unmatured.
Each Bank agrees promptly to notify the Borrower and the Administrative Agent
after any such set-off and application made by such Bank; provided that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Bank under this SECTION 8.05 are in addition to
other rights and remedies (including, without limitation, other rights of set-
off) which such Bank may have.

         SECTION 8.06.    BINDING EFFECT.  This Agreement shall become
effective when it shall have been executed by the Borrower and the
Administrative Agent and when the Administrative Agent shall have been notified





                                       35
<PAGE>   39
by each Bank that such Bank has executed it and thereafter shall be binding
upon and inure to the benefit of the Borrower, the Administrative Agent, and
each Bank and their respective successors and assigns.

         SECTION 8.07     ASSIGNMENTS AND PARTICIPATIONS.

                 (a)      Each Bank may and, if demanded by the Borrower
pursuant to SUBSECTION (G) hereof, shall assign to one or more banks or other
entities all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Commitment and the
Advances owing to it); provided, however, that (i) each such assignment shall
be of a constant, and not a varying, percentage of all of the rights and
obligations of the Banks under this Agreement, (ii) the amount of the
Commitment of the assigning Bank being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $25,000,000 and
shall be an integral multiple of $1,000,000, (iii) each such assignment shall
be to an Eligible Assignee, and (iv) the parties to each such assignment shall
execute and deliver to the Administrative Agent, for its acceptance and
recording in the Register (as defined in SECTION 8.07(C)), an Assignment and
Acceptance, together with a processing fee of $2,500. Upon such execution,
delivery, acceptance, and recording, from and after the effective date
specified in each Assignment and Acceptance, which effective date shall be at
least three Business Days after the execution thereof, (x) the assignee
thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of a Bank hereunder, and (y) the
Bank assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights and be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all or the remaining
portion of an assigning Bank's rights and obligations under this Agreement,
such Bank shall cease to be a party hereto).  Notwithstanding the foregoing
(unless such assignment is being made on demand of the Borrower pursuant to
SUBSECTION (G)), any Bank assigning its rights and obligations under this
Agreement may retain any Competitive Advances made by it outstanding at such
time, and in such case shall retain its rights hereunder in respect of any
Advances so retained until such Advances have been repaid in full in accordance
with this Agreement.

                 (b)      By executing and delivering an Assignment and
Acceptance, the Bank assignor thereunder and the assignee thereunder confirm to
and agree with each other and the other parties hereto as follows: (i) other
than as provided in such Assignment and Acceptance, such assigning Bank makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties, or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency, or value of this Agreement or any other instrument or document
furnished pursuant hereto; (ii) such assigning Bank makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of the Borrower or the performance or observance by the Borrower of any of its
obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such assignee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
SECTION 4.01(E) and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and without
reliance upon the Administrative Agent, such assigning Bank or any other Bank
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement; (v) such assignee confirms that it is an Eligible
Assignee, except for any required consent of the Borrower and Administrative
Agent; (vi) such assignee appoints and authorizes the Administrative Agent to
take such action as administrative agent on its behalf and to exercise such
powers under this Agreement as are delegated to the Administrative Agent by the
terms hereof, together with such powers as are reasonably incidental thereto;
and (vii) such assignee agrees that it will perform in accordance with their
terms all of the obligations which by the terms of this Agreement are required
to be performed by it as a Bank.

                 (c)      The Administrative Agent shall maintain at its
address referred to in SECTION 8.02 a copy of each Assignment and Acceptance
delivered to and accepted by it and a register for the recordation of the names
and addresses of the Banks and the Commitment of, and principal amount of the
Advances owing to, each Bank from time to time (the "REGISTER").  The entries
in the Register shall be conclusive and binding for all purposes, absent





                                       36
<PAGE>   40
manifest error, and the Borrower, the Administrative Agent, and the Banks may
treat each Person whose name is recorded in the Register as a Bank hereunder
for all purposes of this Agreement.  The Register shall be available for
inspection by the Borrower or any Bank at any reasonable time and from time to
time upon reasonable prior notice.

                 (d)      Upon its receipt of an Assignment and Acceptance
executed by an assigning Bank and an assignee that it is an Eligible Assignee,
the Administrative Agent shall, if such Assignment and Acceptance has been
completed and is in substantially the form of EXHIBIT B hereto, and if the
processing fees required by SECTION 8.07 have been paid to Administrative
Agent, (i) accept such Assignment and Acceptance, (ii) record the information
contained therein in the Register, (iii) give prompt notice thereof to the
Borrower, and (iv) send a copy thereof to the Borrower.

                 (e)      Each Bank may sell participations to one or more
banks or other entities in or to all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its
Commitment and the Advances owing to it); provided, however, that (i) such
Bank's obligations under this Agreement (including, without limitation, its
Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Bank
shall remain solely responsible to the other parties hereto for the performance
of such obligations, and (iii) the Borrower, the Administrative Agent, and the
other Banks shall continue to deal solely and directly with such Bank in
connection with such Bank's rights and obligations under this Agreement; and
provided further, however, that such Bank shall not agree with any such bank or
other financial institution to permit such bank or other financial institution
to enforce the obligations of the Borrower relating to the Advances or to
approve of any amendment, modification, or waiver of any provision of this
Agreement (other than amendments, modifications, or waivers with respect to any
decrease in any fees payable hereunder or the amount of principal or rate of
interest which is payable in respect of such Advances or any extension of the
dates fixed for the payment thereof).

                 (f)      Any Bank may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this SECTION
8.07, disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Borrower furnished to such Bank by
or on behalf of the Borrower; provided that, prior to any such disclosure, the
assignee or participant or proposed assignee or participant, if not an Eligible
Assignee, shall agree to preserve the confidentiality of any confidential
information relating to the Borrower received by it from such Bank.

                 (g)      If any Bank shall make demand for payment under or
shall notify the Borrower that it is affected by an event described in SECTION
2.10 or 2.14 hereunder or shall notify the Administrative Agent pursuant to
SECTION 2.12 hereunder, then within 15 days after such demand or such notice,
the Borrower may (i) demand that such Bank assign in accordance with this
SECTION 8.07 to one or more Eligible Assignees designated by the Borrower all
(but not less than all) of such Bank's Commitment and the Advances owing to it
within the next succeeding 30 days; provided that, if any such Eligible
Assignee designated by the Borrower shall fail to consummate such assignment on
terms acceptable to such Bank, or if the Borrower shall fail to designate any
such Eligible Assignees for all or part of such Bank's Commitment or Advances,
then such Bank may assign such Commitment or Advances to any other Eligible
Assignee in accordance with this SECTION 8.07 during such 30-day period or (ii)
terminate all (but not less than all) of such Bank's Commitment and repay all
(but not less than all) of such Bank's Advances not so assigned on or before
such 30th day in accordance with SECTIONS 2.06 and 2.07(C) hereof (but without
the requirements stated therein for ratable treatment of the Banks).  Nothing
in this SECTION 8.07(G) shall relieve the Borrower of its obligations for
payment under SECTION 2.10 or 2.14 arising prior to an assignment or
termination pursuant hereto.

                 (h)      Any Bank may at any time assign all or any portion of
its rights under this Agreement to a Federal Reserve Bank; provided that no
such assignment shall release a Bank from any of its obligations hereunder.  In
connection with any such assignment or proposed assignment, the Borrower will,
promptly upon the request of any Bank, execute and deliver to such Bank a note
evidencing the Borrower's obligations hereunder, in a form mutually
satisfactory to the Borrower and such Bank.





                                       37
<PAGE>   41
                 (i)      This SECTION 8.07 sets forth the exclusive manner by
which a Bank may assign its rights and obligations hereunder or sell
participations in or to its rights and obligations hereunder.

                 (j)      Each Bank agrees to notify the Borrower of any
assignment of or grant of a participating interest in any Advance, and of the
identity of the assignee or participant.

                 (k)      The Borrower may not assign or delegate any rights or
obligations hereunder without the prior written consent of each Bank.

         SECTION 8.08     GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         SECTION 8.09     EXCEPTIONS TO COVENANTS.  The Borrower may not take
or fail to take any action that is permitted as an exception to any of the
covenants contained in any Loan Paper if that action or omission would result
in the breach of any other covenant contained in any Loan Paper.

         SECTION 8.10     SURVIVAL.  All covenants, agreements, undertakings,
representations, and warranties made in any of the Loan Papers survive all
closings under the Loan Papers until payment in full of the Obligation and
termination of this Agreement, except that SECTIONS 2.10, 2.11, 2.14, 7.05,
8.04, and 8.15 (together with any other provisions in the Loan Papers which
expressly provides that it shall survive termination of this Agreement) shall
survive termination of this Agreement; and such covenants, agreements,
undertakings, representations, and warranties, except as otherwise indicated,
are not affected by any investigation made by any party.

         SECTION 8.11     INVALID PROVISIONS.  Any provision in any Loan Paper
held to be illegal, invalid, or unenforceable is fully severable; the
appropriate Loan Paper shall be construed and enforced as if that provision had
never been included; and the remaining provisions shall remain in full force
and effect and shall not be affected by the severed provision.  Administrative
Agent, Banks, and the Borrower party to the affected Loan Paper agree to
negotiate, in good faith, the terms of a replacement provision as similar to
the severed provision as may be possible and be legal, valid, and enforceable.

         SECTION 8.12     MAXIMUM RATE.  Regardless of any provision contained
in any Loan Paper, no Bank shall ever be entitled to contract for, charge,
take, reserve, receive, or apply, as interest on the Obligation, or any part
thereof, any amount in excess of the Maximum Rate, and, if Banks ever do so,
then any excess shall be deemed a partial prepayment of principal and treated
hereunder as such and any remaining excess shall be refunded to the Borrower.
In determining if the interest paid or payable exceeds the Maximum Rate, the
Borrower and Banks shall, to the maximum extent permitted under applicable law,
(a) treat all Borrowings as but a single extension of credit (and Lenders and
Borrower agree that such is the case and that provision herein for multiple
Borrowings is for convenience only), (b) characterize any nonprincipal payment
as an expense, fee, or premium rather than as interest, (c) exclude voluntary
prepayments and the effects thereof, and (d) amortize, prorate, allocate, and
spread the total amount of interest throughout the entire contemplated term of
the Obligation; provided that if the Obligation is paid and performed in full
prior to the end of the full contemplated term thereof, and if the interest
received for its actual period of existence thereof exceeds the Maximum Amount,
Banks shall refund any excess (and Banks shall not, to the extent permitted by
law, be subject to any penalties provided by any laws for contracting for,
charging, taking, reserving, or receiving interest in excess of the Maximum
Amount).

         SECTION 8.13     EXECUTION IN COUNTERPARTS.  This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.

         SECTION 8.14     NOT IN CONTROL.  Nothing in any Loan Paper gives or
may be deemed to give to Administrative Agent or any Bank the right to exercise
control over the Borrower or any Subsidiary's Principal Property, other assets,
affairs, or management or to preclude or interfere with the Borrower or any
Subsidiary's





                                       38
<PAGE>   42
compliance with any law or require any act or omission by the Borrower or any
Subsidiary that may be harmful to Persons or property.  Any materiality or
substantiality qualifier of any representation, warranty, covenant, agreement,
or other provision of any Loan Paper is included for credit documentation
purposes only and does not imply, and shall not be deemed to mean, that
Administrative Agent or any Bank acquiesces in any non-compliance by the
Borrower or any Subsidiary with any law, document, or otherwise or does not
expect the Borrower or any Subsidiary to promptly, diligently, and continuously
carry out all appropriate removal, remediation, compliance, closure, or other
activities required or appropriate in accordance with all Environmental Laws.

         SECTION 8.15     INDEMNIFICATION.  THE BORROWER SHALL INDEMNIFY,
PROTECT, AND HOLD AGENTS,  CHASE SECURITIES INC., EACH BANK, AND THEIR
RESPECTIVE AFFILIATES, PARENTS, AND SUBSIDIARIES, AND EACH OF THE FOREGOING
PARTIES' RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS,
SUCCESSORS, ASSIGNS, AND ATTORNEYS (COLLECTIVELY, THE "INDEMNIFIED PARTIES")
HARMLESS FROM AND AGAINST ANY AND ALL PRESENT AND FUTURE, KNOWN AND UNKNOWN,
FIXED AND CONTINGENT, LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
ACTIONS, JUDGMENTS, SUITS, CLAIMS, AND PROCEEDINGS AND ALL REASONABLE AND
NECESSARY COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL REASONABLE
ATTORNEYS' FEES AND LEGAL EXPENSES, AND AMOUNTS PAID IN SETTLEMENT WHETHER OR
NOT SUIT IS BROUGHT), AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER (THE
"INDEMNIFIED LIABILITIES") WHICH MAY AT ANY TIME BE IMPOSED ON, INCURRED BY, OR
ASSERTED AGAINST THE INDEMNIFIED PARTIES, IN ANY WAY RELATING TO OR ARISING OUT
OF (A) ANY LOAN PAPERS OR TRANSACTION CONTEMPLATED BY ANY LOAN PAPER, OR (B)
ANY INDEMNIFIED PARTY'S SOLE OR CONCURRENT ORDINARY NEGLIGENCE ARISING IN
CONNECTION WITH ANY LOAN PAPER OR ANY TRANSACTION CONTEMPLATED BY ANY LOAN
PAPER, TO THE EXTENT THAT ANY OF THE INDEMNIFIED LIABILITIES AS TO ANY
INDEMNIFIED PARTY RESULTS, DIRECTLY OR INDIRECTLY, FROM ANY CLAIM MADE, OR
ACTION, SUIT, OR PROCEEDING COMMENCED BY OR ON BEHALF OF ANY PERSON OTHER THAN
BY SUCH INDEMNIFIED PARTY; (PROVIDED THAT, THE BORROWER SHALL HAVE NO
OBLIGATION HEREUNDER TO ANY INDEMNIFIED PARTY WITH RESPECT TO ANY INDEMNIFIED
LIABILITY ARISING FROM THE FRAUD, GROSS NEGLIGENCE, OR WILFUL MISCONDUCT OF
SUCH INDEMNIFIED PARTY OR ANY ASSOCIATED PERSON OF  SUCH INDEMNIFIED PARTY.  AS
USED IN THIS PARAGRAPH, THE TERM "ASSOCIATED PERSON" MEANS, WITH RESPECT TO ANY
PERSON, THE AFFILIATES, PARENTS, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES,
REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNS, AND ATTORNEYS OF SUCH PERSON, OR
OF ANOTHER PERSON OF WHICH SUCH PERSON IS ALSO AN ASSOCIATED PERSON.  THE
PROVISIONS OF AND UNDERTAKINGS AND INDEMNIFICATION SET FORTH IN THIS SECTION
SHALL SURVIVE THE SATISFACTION AND PAYMENT OF THE OBLIGATION AND TERMINATION OF
THIS AGREEMENT. THE BORROWER MAY, AT ITS OWN COST AND EXPENSE, PARTICIPATE IN
THE DEFENSE IN ANY PROCEEDING INVOLVING ANY INDEMNIFIED LIABILITY.  IF NO EVENT
OF DEFAULT EXISTS, THE BORROWER MAY ASSUME THE DEFENSE IN THAT PROCEEDING ON
BEHALF OF THE APPLICABLE INDEMNIFIED PARTIES, INCLUDING THE EMPLOYMENT OF
COUNSEL IF FIRST APPROVED (WHICH APPROVAL MAY NOT BE UNREASONABLY WITHHELD) BY
THE APPLICABLE INDEMNIFIED PARTIES.  IF THE BORROWER ASSUMES ANY DEFENSE, IT
SHALL KEEP THE APPLICABLE INDEMNIFIED PARTIES FULLY ADVISED OF THE STATUS OF,
AND SHALL CONSULT WITH THOSE INDEMNIFIED PARTIES BEFORE TAKING ANY MATERIAL
POSITION IN RESPECT OF, THAT PROCEEDING.  IF THE BORROWER CONSENTS OR IF ANY
INDEMNIFIED PARTY REASONABLY DETERMINES THAT AN ACTUAL CONFLICT OF INTEREST
EXISTS BETWEEN THE BORROWER AND THAT INDEMNIFIED PARTY WITH RESPECT TO THE
SUBJECT MATTER OF THE PROCEEDING OR THAT THE BORROWER IS NOT DILIGENTLY
PURSUING THE DEFENSE, THEN (I) THAT INDEMNIFIED PARTY MAY, AT THE BORROWER'S
EXPENSE, EMPLOY COUNSEL TO REPRESENT INDEMNIFIED PARTY THAT IS SEPARATE FROM
COUNSEL FOR THE BORROWER OR ANY OTHER PERSON IN THAT PROCEEDING AND (II) THE
BORROWER IS NO LONGER ENTITLED TO ASSUME THE DEFENSE ON BEHALF OF THAT
INDEMNIFIED PARTY.  THE BORROWER MAY NOT AGREE TO THE SETTLEMENT OF ANY
INDEMNIFIED LIABILITY WITHOUT THE PRIOR WRITTEN CONSENT OF THE APPLICABLE
INDEMNIFIED PARTIES UNLESS THAT SETTLEMENT FULLY RELIEVES THOSE INDEMNIFIED
PARTIES OF ANY LIABILITY WHATSOEVER FOR THAT INDEMNIFIED LIABILITY.

         SECTION 8.16     ENTIRETY.  THE LOAN PAPERS REPRESENT THE FINAL
AGREEMENT BETWEEN THE BORROWER, BANKS, AND ADMINISTRATIVE AGENT AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL





                                       39
<PAGE>   43
AGREEMENTS BY SUCH PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
SUCH PARTIES.

      [Remainder of Page Intentionally Blank.  Signature Pages Follow.]





                                     40
<PAGE>   44
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.


                                       UNION PACIFIC RESOURCES GROUP INC.,   
                                        as Borrower



                                       By: /s/  JOHN JACKSON
                                           -------------------------------------
                                                John Jackson
                                                Treasurer

                                       TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
                                       as Administrative Agent and as a Bank



                                       By: /s/  TIMOTHY E. PERRY
                                           -------------------------------------
                                                Timothy E. Perry
                                                Senior Vice President





                                     41
<PAGE>   45
       Signature Page to that certain $900,000,000.00 Competitive
Advance/Revolving Credit Agreement dated as of April 16, 1996, among Union
Pacific Resources Group Inc., as Borrower, Texas Commerce Bank National
Association, as Administrative Agent, Chemical Bank, as Auction Administration
Agent, Morgan Guaranty Trust Company of New York, as Documentation Agent,
NationsBank of Texas, N.A., as Syndication Agent, and the Banks named therein,
including the undersigned.



                                       NATIONSBANK OF TEXAS, N.A.,
                                       as Syndication Agent and as a Bank



                                       By: /s/  J. SCOTT FOWLER
                                           -------------------------------------
                                                J. Scott Fowler
                                                Vice President





                                       42
<PAGE>   46
       Signature Page to that certain $900,000,000.00 Competitive
Advance/Revolving Credit Agreement dated as of April 16, 1996, among Union
Pacific Resources Group Inc., as Borrower, Texas Commerce Bank National
Association, as Administrative Agent, Chemical Bank, as Auction Administration
Agent, Morgan Guaranty Trust Company of New York, as Documentation Agent,
NationsBank of Texas, N.A., as Syndication Agent, and the Banks named therein,
including the undersigned.


                                      MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                                      as Documentation Agent and as a Bank



                                      By: /s/  VERNON M. FORD, JR.
                                          -------------------------------------
                                               Vernon M. Ford, Jr.
                                               Vice President





                                       43
<PAGE>   47
       Signature Page to that certain $900,000,000.00 Competitive
Advance/Revolving Credit Agreement dated as of April 16, 1996, among Union
Pacific Resources Group Inc., as Borrower, Texas Commerce Bank National
Association, as Administrative Agent, Chemical Bank, as Auction Administration
Agent, Morgan Guaranty Trust Company of New York, as Documentation Agent,
NationsBank of Texas, N.A., as Syndication Agent, and the Banks named therein,
including the undersigned.


                                       CHEMICAL BANK, as Auction Administration
                                       Agent and as a Bank



                                       By: /s/                   
                                           -------------------------------------





                                       44
<PAGE>   48
       Signature Page to that certain $900,000,000.00 Competitive
Advance/Revolving Credit Agreement dated as of April 16, 1996, among Union
Pacific Resources Group Inc., as Borrower, Texas Commerce Bank National
Association, as Administrative Agent, Chemical Bank, as Auction Administration
Agent, Morgan Guaranty Trust Company of New York, as Documentation Agent,
NationsBank of Texas, N.A., as Syndication Agent, and the Banks named therein,
including the undersigned.


                                       NATIONAL WESTMINSTER BANK, PLC, as Bank

                                       NEW YORK BRANCH


                                       By:    /s/
                                              ---------------------------------
                                       Name:
                                              ---------------------------------
                                       Title:
                                              ---------------------------------


                                       NASSAU BRANCH


                                       By:    /s/
                                              ---------------------------------
                                       Name:
                                              ---------------------------------
                                       Title:
                                              ---------------------------------



                                       45
<PAGE>   49
       Signature Page to that certain $900,000,000.00 Competitive
Advance/Revolving Credit Agreement dated as of April 16, 1996, among Union
Pacific Resources Group Inc., as Borrower, Texas Commerce Bank National
Association, as Administrative Agent, Chemical Bank, as Auction Administration
Agent, Morgan Guaranty Trust Company of New York, as Documentation Agent,
NationsBank of Texas, N.A., as Syndication Agent, and the Banks named therein,
including the undersigned.


                                       ABN AMRO BANK N.V., HOUSTON AGENCY


                                       BY: ABN AMRO NORTH AMERICA, INC., as Bank
                                      


                                       By: /s/  H. GENE SHIELS
                                           -------------------------------------
                                                H. Gene Shiels
                                                Vice President and Director


                                       By: /s/                           
                                           -------------------------------------
                                       Name:                                    
                                              ----------------------------------
                                       Title:                                   
                                              ----------------------------------





                                       46
<PAGE>   50
       Signature Page to that certain $900,000,000.00 Competitive
Advance/Revolving Credit Agreement dated as of April 16, 1996, among Union
Pacific Resources Group Inc., as Borrower, Texas Commerce Bank National
Association, as Administrative Agent, Chemical Bank, as Auction Administration
Agent, Morgan Guaranty Trust Company of New York, as Documentation Agent,
NationsBank of Texas, N.A., as Syndication Agent, and the Banks named therein,
including the undersigned.


                                       BANK OF AMERICA ILLINOIS,
                                       as Bank


                                       By: /s/ ROBERT R. INGERSOLL
                                           -------------------------------------
                                           Robert R. Ingersoll
                                           Managing Director





                                       47
<PAGE>   51
       Signature Page to that certain $900,000,000.00 Competitive
Advance/Revolving Credit Agreement dated as of April 16, 1996, among Union
Pacific Resources Group Inc., as Borrower, Texas Commerce Bank National
Association, as Administrative Agent, Chemical Bank, as Auction Administration
Agent, Morgan Guaranty Trust Company of New York, as Documentation Agent,
NationsBank of Texas, N.A., as Syndication Agent, and the Banks named therein,
including the undersigned.


                                       BANK OF MONTREAL,
                                       as Bank


                                       By: /s/ ROBERT L. ROBERTS
                                           -------------------------------------
                                           Robert L. Roberts
                                           Director





                                       48
<PAGE>   52
       Signature Page to that certain $900,000,000.00 Competitive
Advance/Revolving Credit Agreement dated as of April 16, 1996, among Union
Pacific Resources Group Inc., as Borrower, Texas Commerce Bank National
Association, as Administrative Agent, Chemical Bank, as Auction Administration
Agent, Morgan Guaranty Trust Company of New York, as Documentation Agent,
NationsBank of Texas, N.A., as Syndication Agent, and the Banks named therein,
including the undersigned.


                                       ROYAL BANK OF CANADA,
                                       as Bank



                                       By: /s/ LINDA M. STEPHENS
                                           -------------------------------------
                                           Linda M. Stephens
                                           Manager





                                       49
<PAGE>   53
       Signature Page to that certain $900,000,000.00 Competitive
Advance/Revolving Credit Agreement dated as of April 16, 1996, among Union
Pacific Resources Group Inc., as Borrower, Texas Commerce Bank National
Association, as Administrative Agent, Chemical Bank, as Auction Administration
Agent, Morgan Guaranty Trust Company of New York, as Documentation Agent,
NationsBank of Texas, N.A., as Syndication Agent, and the Banks named therein,
including the undersigned.


                                       CREDIT LYONNAIS NEW YORK BRANCH,
                                       as Bank



                                       By: /s/ PASCAL POUPELLE
                                           -------------------------------------
                                           Pascal Poupelle
                                           Senior Vice President





                                       50
<PAGE>   54
       Signature Page to that certain $900,000,000.00 Competitive
Advance/Revolving Credit Agreement dated as of April 16, 1996, among Union
Pacific Resources Group Inc., as Borrower, Texas Commerce Bank National
Association, as Administrative Agent, Chemical Bank, as Auction Administration
Agent, Morgan Guaranty Trust Company of New York, as Documentation Agent,
NationsBank of Texas, N.A., as Syndication Agent, and the Banks named therein,
including the undersigned.


                                       CREDIT SUISSE,
                                       as Bank



                                       By:        /s/                           
                                             -----------------------------------
                                       Name:                                    
                                              ----------------------------------
                                       Title:                                   
                                              ----------------------------------


                                        By:       /s/                      
                                              ----------------------------------
                                        Name:                               
                                              ----------------------------------
                                        Title:                              
                                              ----------------------------------





                                       51
<PAGE>   55
       Signature Page to that certain $900,000,000.00 Competitive
Advance/Revolving Credit Agreement dated as of April 16, 1996, among Union
Pacific Resources Group Inc., as Borrower, Texas Commerce Bank National
Association, as Administrative Agent, Chemical Bank, as Auction Administration
Agent, Morgan Guaranty Trust Company of New York, as Documentation Agent,
NationsBank of Texas, N.A., as Syndication Agent, and the Banks named therein,
including the undersigned.


                                       THE FIRST NATIONAL BANK OF  CHICAGO,
                                       as Bank



                                       By: /s/ SUSAN STIERNBERG
                                           -------------------------------------
                                           Susan Stiernberg
                                           Vice President





                                       52
<PAGE>   56
       Signature Page to that certain $900,000,000.00 Competitive
Advance/Revolving Credit Agreement dated as of April 16, 1996, among Union
Pacific Resources Group Inc., as Borrower, Texas Commerce Bank National
Association, as Administrative Agent, Chemical Bank, as Auction Administration
Agent, Morgan Guaranty Trust Company of New York, as Documentation Agent,
NationsBank of Texas, N.A., as Syndication Agent, and the Banks named therein,
including the undersigned.


                                       MELLON BANK, N.A.,
                                       as Bank



                                       By: /s/ E. MARC CUENOD, JR.
                                           -------------------------------------
                                           E. Marc Cuenod, Jr.
                                           First Vice President





                                       53
<PAGE>   57
       Signature Page to that certain $900,000,000.00 Competitive
Advance/Revolving Credit Agreement dated as of April 16, 1996, among Union
Pacific Resources Group Inc., as Borrower, Texas Commerce Bank National
Association, as Administrative Agent, Chemical Bank, as Auction Administration
Agent, Morgan Guaranty Trust Company of New York, as Documentation Agent,
NationsBank of Texas, N.A., as Syndication Agent, and the Banks named therein,
including the undersigned.


                                       THE INDUSTRIAL BANK OF JAPAN, LTD.,
                                       NEW YORK BRANCH,
                                       as Bank



                                       By: /s/ AKIJIRO YOSHINO
                                           -------------------------------------
                                           Akijiro Yoshino
                                           Executive Vice President





                                       54
<PAGE>   58
                                   SCHEDULE I
 
                    BANKS, LENDING OFFICES, AND COMMITMENTS



<TABLE>
<CAPTION>
                          NOTICE ADDRESS                                                                                      
                       (OTHER THAN NOTICES          DOMESTIC              CD             EURODOLLAR LENDING        
      BANK                OF BORROWING)          LENDING OFFICE      LENDING OFFICE            OFFICE                COMMITMENT   
------------------------------------------------------------------------------------------------------------------------------------
 <S>                   <C>                      <C>                  <C>                  <C>                    <C>
 Texas Commerce Bank   Texas Commerce Tower     Texas Commerce       Texas Commerce        Texas Commerce         $105,000,000.00
 National              2200 Ross Avenue,          Tower                Tower                 Tower
 Association           3rd Floor                2200 Ross Avenue,    2200 Ross Avenue,     2200 Ross Avenue,
                       Dallas, TX 75201         3rd Floor            3rd Floor             3rd Floor
                       Attn: Timothy E.         Dallas, TX 75201     Dallas, TX 75201      Dallas, TX 75201
                             Perry Sr.          Attn: Timothy E.     Attn: Timothy E.      Attn: Timothy E.  
                             Vice President           Perry Sr.            Perry Sr.             Perry Sr.       
                                                      Vice President       Vice President        Vice President                    

 Morgan Guaranty       60 Wall Street           60 Wall Street        60 Wall Street        60 Wall Street         $105,000,000.00
 Trust Company of      New York, NY 10260       New York, NY 10260    New York, NY 10260    New York, NY 10260
 New York              Attn: John Kowalczuk     Attn: Nancy K. Dunbar Attn: Nancy K. Dunbar Attn: Nancy K. Dunbar
                             Vice President           Associate               

 NationsBank of        901 Main Street          901 Main Street       901 Main Street       901 Main Street        $105,000,000.00
 Texas, N.A.           64th Floor               64th Floor            64th Floor            64th Floor
                       Dallas, TX 75202         Dallas, TX 75202      Dallas, TX 75202      Dallas, TX 75202
                       Attn: J. Scott Fowler    Attn: Karen DuMond    Attn: Karen DuMond    Attn: Karen DuMond
                             Vice President

 National              600 Travis Street        175 Water Street      175 Water Street      175 Water Street        $66,000,000.00
 Westminster Bank,     Houston, TX 77002        19th Floor            19th Floor            19th Floor
 PLC                   Attn: Patty J. Dundee    New York, NY 10038    New York, NY 10038    New York, NY 10038
                             Vice President     Attn: David L. Smith   Attn: David L. Smith Attn: David L. Snmith
                                                      Vice President         Vice President       Vice President

 ABN-AMRO Bank, N.V.   Three Riverway           Three Riverway        Three Riverway        Three Riverway          $66,000,000.00
                       Suite 1700               Suite 1700            Suite 1700            Suite 1700
                       Houston, TX 77056        Houston, TX 77056     Houston, TX 77056     Houston, TX 77056
                       Attn: H. Gene Shiels     Attn: Josephine       Attn: Josephine       Attn: Josephine
                             Vice President           Zozobrado             Zozobrado             Zozobrado   
                             and Director

 Bank of America       231 LaSalle Street       231 LaSalle Street    231 LaSalle Street    231 LaSalle Street      $66,000,000.00
 Illinois              Chicago, IL 60697        Chicago, IL 60697     Chicago, IL 60697     Chicago, IL 60697
                       Attn: Robert R.          Attn: Gloria J.       Attn: Gloria J.       Attn: Gloria J.
                             Ingersoll Managing       Turner                Turner                Turner
                             Director

 Bank of Montreal      700 Louisiana Street     700 Louisiana         700 Louisiana         700 Louisiana           $66,000,000.00
                       Suite 4400                 Street                Street                Street
                       Houston, TX 77002        Suite 4400            Suite 4400            Suite 4400
                       Attn: Robert L. Roberts  Houston, TX 77002     Houston, TX 77002     Houston, TX 77002
                             Director           Attn: Jane M. Wiley   Attn: Jane M. Wiley   Attn: Jane M. Wiley
                                                      Senior Officer        Senior Officer,       Senior Officer,
                                                      Client Services       Client Services       Client Services 
                                                                                                    
 Royal Bank of         600 Wilshire Blvd.       1 Financial Square    1 Financial Square    1 Financial Square      $66,000,000.00
 Canada                Suite 800                23rd Floor            23rd Floor            23rd Floor
                       Los Angeles, CA 90017    New York, NY          New York, NY          New York, NY
                       Attn: Linda M. Stephens    10005-3531            10005-3531            10005-3531         
                             Manager            Attn: Linda Crum      Attn: Linda Crum      Attn: Linda Crum  
                                                                                                             
 Credit Lyonnais New   1000 Louisiana           1000 Louisiana        1000 Louisiana        1000 Louisiana          $51,000,000.00
 York Branch           Suite 5360               Suite 5360            Suite 5360            Suite 5360
                       Houston, TX 77002        Houston, TX 77002     Houston, TX 77002     Houston, TX 77002
                       Attn: David Dodd         Attn: Bernadette      Attn: Bernadette      Attn: Bernadette
                             Vice President           Archie                Archie                Archie 
                                                                                                 
</TABLE>


                                                                SCHEDULE I
<PAGE>   59
<TABLE>
<CAPTION>
                           NOTICE ADDRESS           
                        (OTHER THAN NOTICES          DOMESTIC                CD            EURODOLLAR LENDING       
      BANK                 OF BORROWING)          LENDING OFFICE      LENDING OFFICE            OFFICE              COMMITMENT
------------------     ---------------------    -----------------    ----------------     ------------------      --------------
 <S>                   <C>                      <C>                  <C>                  <C>                     <C>
 Credit Suisse         1100 Louisiana           633 West Fifth       633 West Fifth       633 West Fifth          $51,000,000.00
                       Suite 4750                 Street               Street               Street
                       Houston, TX 77002        64th Floor           64th Floor           64th Floor
                       Attn: Cynthia Deere      Los Angeles, CA      Los Angeles, CA      Los Angeles, CA
                             Associate            90071                90071                90071          
                       With copy to:            Attn: Rita Asa       Attn: Rita Asa       Attn: Rita Asa 
                         Rita Asa                                                                       
                         633 West Fifth Street
                         64th Floor             
                         Los Angeles, CA  90071 
                                                  
 The First National    1100 Louisiana Street    1 First National     1 First National     1 First National        $51,000,000.00
 Bank of Chicago       Suite 3200                 Plaza                Plaza                Plaza
                       Houston, TX 77002        Suite 634            Suite 634            Suite 634
                       Attn: Susan              Chicago, IL 60670    Chicago, IL 60670    Chicago, IL 60670
                             Stiernberg         Attn: Marilyn        Attn: Marilyn        Attn: Marilyn
                             Vice President           Pelkowski            Pelkowski            Pelkowski

 Mellon Bank, N.A.     1100 Louisiana           Three Mellon Bank    Three Mellon Bank    Three Mellon Bank       $51,000,000.00
                       Suite 3600                 Center               Center               Center
                       Houston, TX 77002        Room 2304            Room 2304            Room 2304
                       Attn: Sushim Shah        Pittsburgh, PA       Pittsburgh, PA       Pittsburgh, PA
                             Assistant Vice       15259                15259                15259
                             President          Attn: Andrew         Attn: Andrew         Attn: Andrew
                                                      Plonsky              Plonsky              Plonsky

 The Industrial Bank   333 Clay Street          245 Park Avenue      245 Park Avenue      245 Park Avenue         $51,000,000.00
 of Japan, Ltd.,       Suite 4850               23rd Floor           23rd Floor           23rd Floor
 New York Branch       Houston, TX 77002        New York, NY 10167   New York, NY 10167   New York, NY 10167
                       Attn: Scott Huffman      Attn: Credit         Attn: Credit         Attn: Credit
                             _____________            Administration       Administration       Administration

                                                                                                                                  
                                                                                                           Total: $900,000,000.00
</TABLE>




                                                                      SCHEDULE I
<PAGE>   60
                                  SCHEDULE II

                             PRINCIPAL SUBSIDIARIES



                    1.      Union Pacific Resources Company
                    2.      UP Fuels Marketing and Trading, Inc.
                    3.      Rock Springs Royalty Company
                    4.      Bitter Creek Coal Company





                                                          SCHEDULE II
<PAGE>   61
                                  SCHEDULE III

                                 EXISTING LIENS



                                     None.





                                                                   SCHEDULE III
<PAGE>   62
                                  EXHIBIT A-1

                          NOTICE OF CONTRACT BORROWING




Texas Commerce Bank National Association,                   [Date]        
        as Administrative Agent                                    -------------

Texas Commerce Tower
Energy Department
2200 Ross Avenue, 3rd Floor
Dallas, Texas 75201

Attention: Timothy E. Perry
           Senior Vice President

Gentlemen:

         The undersigned, Union Pacific Resources Group Inc., refers to the
$900,000,000 Competitive Advance/Revolving Credit Agreement, dated as of April
16, 1996 (the "CREDIT AGREEMENT", the terms defined therein being used herein
as therein defined), among the undersigned, certain Banks parties thereto,
Texas Commerce Bank National Association, as Administrative Agent for said
Banks, Chemical Bank, as Auction Administration Agent, Morgan Guaranty Trust
Company of New York, as Documentation Agent, and NationsBank of Texas, as
Syndication Agent, and hereby gives you notice, irrevocably, pursuant to
SECTION 2.02 of the Credit Agreement that the undersigned hereby requests a
Contract Borrowing under the Credit Agreement, and in that connection sets
forth below the information relating to such Contract Borrowing (the "PROPOSED
CONTRACT BORROWING") as required by SECTION 2.02(A) of the Credit Agreement:

         (i)     The Business Day of the Proposed Contract Borrowing is,
                     19  .
---------------------  --

         (ii)    The Type of Contract Advances comprising the Proposed Contract
Borrowing is [Adjusted CD Rate Advances] [Alternate Base Rate Advances]
[Eurodollar Rate Contract Advances].

         (iii)   The aggregate amount of the Proposed Contract Borrowing is
$
 ----------------------.

         (iv)    The Interest Period for each Contract Advance made as part of
the Proposed Contract Borrowing is [___ days] [______ months[s]].


                                           Very truly yours,
                                          

                                           UNION PACIFIC RESOURCES GROUP INC.
                                          
                                          
                                           By:                
                                                 ------------------------------
                                           Name:               
                                                 ------------------------------
                                           Title:              
                                                 ------------------------------





                                                                  EXHIBIT A-1
<PAGE>   63
                                  EXHIBIT A-2

                        NOTICE OF COMPETITIVE BORROWING


Texas Commerce Bank National Association,     Chemical Bank, as Auction
    as Administrative Agent                       Administration Agent     
Texas Commerce Tower                              under the Credit Agreement   
Street, 29th Floor                            referred to below            
Energy Department                             140 East 45th                
2200 Ross Avenue, 3rd Floor                   New York, New York 10017     
Dallas, Texas 75201          
                                                   Attention: Sandra Miklave
                                                   Agent Bank Services Group
Attention: Timothy E. Perry
           Senior Vice President              [Date]        
                                                     -------------------------

Gentlemen:

         The undersigned, Union Pacific Resources Group Inc., refers to the
$900,000,000 Competitive Advance/Revolving Credit Agreement, dated as of April
16, 1996 (the "CREDIT AGREEMENT", the terms defined therein being used herein
as therein defined), among the undersigned, certain Banks parties thereto,
Texas Commerce Bank National Association, as Administrative Agent, Chemical
Bank, as Auction Administration Agent, Morgan Guaranty Trust Company of York,
as Documentation Agent, and NationsBank of Texas, N.A., as Syndication Agent,
and hereby gives you notice pursuant to SECTION 2.03 of the Credit Agreement
that the undersigned hereby requests a Competitive Borrowing under the Credit
Agreement, and in that connection sets forth the terms on which Competitive
Borrowing (the "PROPOSED COMPETITIVE BORROWING") is requested to be made:

         1.      Date of Competitive Borrowing
                 (which is a Business Day)             --------------------  
         2.      Type of Competitive Advances
                 comprising the Proposed
                 Competitive Borrowing(1)              --------------------  
         3.      Amount of Competitive Borrowing(2)    --------------------  
         4.      Maturity Date(3)                      --------------------  
         5.      Other Provisions, if any              --------------------
                                                       --------------------
                                                         
                                                       Very truly yours,

                                                       UNION PACIFIC
                                                       RESOURCES GROUP INC.


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





__________________________________

     (1) Eurodollar Rate Competitive Advance or Fixed Rate Competitive Advance.

     (2) Not less than $10,000,000 or greater than the annual aggregate
Commitment of the Bank and in integral multiples of $1,000,000.

     (3) (i) In the case of a Eurodollar Rate Competitive Borrowing, 1, 2, 3, or
6 months and (ii) in the case of a Fixed Rate Competitive Advance of not less
than seven calendar days, and which in either case shall not end later than the
Termination Date.

                                                                     EXHIBIT A-2
<PAGE>   64
                                  EXHIBIT A-3

               FORM OF NOTICE TO BANKS OF COMPETITIVE BID REQUEST

[Name of Bank]
[Address of Bank]
                                                                    [Date]
Attention:

Dear Sirs:

         Reference is made to the Competitive Advance/Revolving Credit
Agreement (the "CREDIT AGREEMENT") dated as of April 16, 1996, among Union
Pacific Resources Group Inc. ("BORROWER"), the Banks named therein, Texas
Commerce Bank National Association, as Administrative Agent, NationsBank of
Texas, N.A., as Syndication Agent, and Morgan Guaranty Trust Company of New
York, as Documentation Agent, and the undersigned, as Auction Administration
Agent.  Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Credit Agreement.  The Borrower
delivered a Notice of Competitive Borrowing requesting a Competitive Bid on
___________, 19__ pursuant to SECTION 2.03(A) of the Credit Agreement, and in
that connection you are invited to submit a Competitive Bid by      [Date] /
[Time]    .(1)  Your Competitive Bid must comply with SECTION 2.03(B) of the
Credit Agreement and the terms set forth below on which the Notice of
Competitive Borrowing was made:

(A)      Date of Competitive Borrowing
                                            ------------------------------

(B)      Aggregate Principal Amount of
         Competitive Borrowing              ------------------------------


(C)      Interest Rate Basis                ------------------------------


(D)      Interest Period and the Last Day
         Thereof                            ------------------------------
                                           


                                        Very truly yours,

                                        CHEMICAL BANK, as Auction
                                          Administration Agent


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





__________________________________

     (1) The Competitive Bid must be received by the Auction Administration
Agent (i) in the case of Eurodollar Rate Competitive Advances, not later than
10:00 a.m., New York City time, ____ Business Days before a proposed
Competitive Borrowing, and (ii) in the case of Fixed Rate Competitive Advances,
not later than 10:00 a.m., New York City time, on the date of a proposed
Competitive Borrowing.

                                                                     EXHIBIT A-3
<PAGE>   65
                                  EXHIBIT A-4

                            FORM OF COMPETITIVE BID

Chemical Bank, as Auction Administration
   Agent for the Banks referred to below
140 East 45th Street, 29th Floor
New York, New York 10017
                                                                          [Date]
Attention: Sandra Miklave
           Agent Bank Services Group

Dear Sirs:

         The undersigned, [Name of Bank], refers to the Competitive
Advance/Revolving Credit Agreement dated as of April 16, 1996 (the "CREDIT
AGREEMENT"), among Union Pacific Resources Group Inc. (the "BORROWER"), the
Banks named therein, Texas Commerce Bank National Association, as
Administrative Agent, NationsBank of Texas, N.A., as Syndication Agent, and
Morgan Guaranty Trust Company of New York, as Documentation Agent, and Chemical
Bank, as Auction Administration Agent.  Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement.  The undersigned hereby makes a Competitive Bid pursuant to
SECTION 2.03(A)(II) of the Credit Agreement, in response to the Notice of
Competitive Borrowing made by the Borrower on _____________, 19__, and in that
connection sets forth below the terms on which such Competitive Bid is made:

(A)      Principal Amount(1)                  ------------------------------


(B)      Competitive Bid Rate(2)              ------------------------------


(C)      Interest Period and the Last
         Day Thereof(3)                       ------------------------------



         The undersigned hereby confirms that it is prepared to extend credit
to the Company upon acceptance by the Company of this bid in accordance with
SECTION 2.03(A)(V) of the Credit Agreement.

                                        Very truly yours,

                                        [NAME OF BANK]

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




__________________________________

     (1) Not less than $10,000,000 or greater than the available Total
Commitment and in integral multiples of $1,000,000.  Multiple bids will be
accepted by the Auction Administration Agent.

     (2) i.e., Eurodollar Rate + or - ___%, in the case of Eurodollar Rate
Advances, or ___%, in the case of Fixed Rate Competitive Advances (in each
case, expressed in the form of a decimal to no more than four decimal places).

     (3) The Interest Period must be the Interest Period specified in the Notice
of Competitive Borrowing.

                                                                     EXHIBIT A-4
<PAGE>   66
                                  EXHIBIT A-5

             FORM OF COMPETITIVE BID ACCEPT/REJECT LETTER 
                                                                          [Date]

Chemical Bank, as Auction Administration
   Agent under the Credit Agreement referred to below
140 East 45th Street, 29th Floor
New York, New York 10017
Attention: Sandra Miklave, Agent Bank Services Group

Dear Sirs:

         Reference is made to the Competitive Bid/Revolving Credit Agreement
dated as of April 16, 1996 (the "CREDIT AGREEMENT"), among the Union Pacific
Resources Group Inc. (the "BORROWER"), the Banks named therein, Texas Commerce
Bank National Association, as Administrative Agent, NationsBank of Texas, N.A.,
as Syndication Agent, and Morgan Guaranty Trust Company of New York, as
Documentation Agent, and Chemical Bank, as Auction Administration Agent.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement.

         In accordance with Section 2.03(a)(ii), the Borrower has received a
notice of bids in connection with its Competitive Bid Request dated [INSERT
DATE] and in accordance with SECTION 2.03(A)(III) of the Credit Agreement, the
undersigned hereby accepts the following bids for maturity on [INSERT DATE]:

Principal Amount                           Fixed Rate/Margin           Bank
----------------                           -----------------           ----

$                                           [%] / [+/-, .___%]
 -------------------------
$                                           [%] / [+/-, .___%]
 -------------------------

The undersigned hereby rejects the following bids:

Principal Amount                           Fixed Rate/Margin           Bank 
----------------                           -----------------           ---- 

$                                           [%] / [+/-, .___%]
 -------------------------
$                                           [%] / [+/-, .___%]
 -------------------------

         The $__________ should be deposited in Texas Commerce Bank National
Association account number [INSERT NUMBER] on [INSERT DATE] [OR] [WIRE
TRANSFERRED TO [NAME OF BANK] ACCOUNT NUMBER [INSERT NUMBER] [OTHER WIRE
INSTRUCTIONS] ON [DATE]].

                                        Very truly yours,

                                        UNION PACIFIC RESOURCES GROUP INC.


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





                                                                     EXHIBIT A-5
<PAGE>   67
                                   EXHIBIT B

                      ASSIGNMENT AND ACCEPTANCE AGREEMENT

                           Dated ____________, 19____

         Reference is made to the $900,000,000 Competitive Advance/Revolving
Credit Agreement, dated as of April 16, 1996 (the "CREDIT AGREEMENT") among
Union Pacific Resources Group Inc., a Utah corporation (the "BORROWER"), the
Banks (as defined in the Credit Agreement), and Texas Commerce Bank National
Association, as Administrative Agent for the Banks (the "ADMINISTRATIVE
AGENT"), Chemical Bank, as Auction Administration Agent, Morgan Guaranty Trust
Company of New York, as Documentation Agent, and NationsBank of Texas, as
Syndication Agent.  Terms defined in the Credit Agreement are used herein with
the same meaning.

         ___________________________________________________ (the "Assignor")
and __________________________________(the "Assignee") agree as follows:
                             

         1.      The Assignor hereby sells and assigns to the Assignee, without
recourse and without any representations and warranties of the Assignor except
as specifically set forth below, and the Assignee hereby purchases and assumes
from the Assignor, a portion of the Assignor's rights and obligations under the
Credit Agreement as of the Assignment Date (as defined below) equal to a 
____%(1) interest in and to all of the rights and obligations of the Banks under
the Credit Agreement (including, without limitation, such percentage interest
in the Commitments as in effect on the Assignment Date and the Advances, if
any, outstanding on the Assignment Date).

         2.      The Assignor (i) represents and warrants that as of the date
hereof its Commitment (without giving effect to assignments thereof which have
not yet become effective) is $_______________ and the aggregate outstanding
principal amount of Advances owing to it (without giving effect to assignments
thereof which have not yet become effective) is $___________; (ii) represents
and warrants that it is the legal and beneficial owner of the interest being
assigned by it hereunder and that such interest is free and clear of any
adverse claim; (iii) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties, or representations
made in or in connection with the Credit Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement or any other instrument or document furnished pursuant thereto; (iv)
makes no representation or warranty and assumes no responsibility with respect
to the financial condition of the Borrower or the performance or observance by
the Borrower of any of its obligations under the Credit Agreement or any other
instrument or document furnished pursuant thereto.

         3.      The Assignee (i) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred to
in SECTION 4.01(E) thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii) agrees that it will, independently and
without reliance upon the Administrative Agent, the Assignor or any other Bank
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (iii) confirms that it is an Eligible Assignee;
(iv) appoints and authorizes the Administrative Agent to take such action as
administrative agent on its behalf and to exercise such powers as are
reasonably incidental thereto; (v) agrees that it will perform in accordance
with their terms all of the obligations which by the terms of the Credit
Agreement are required to be performed by it as a Bank; and (vi) specifies as
its CD Lending Office, Domestic Lending Office (and address for notices), and
Eurodollar Lending Office the offices set forth beneath its name on the
signature pages hereof.





__________________________________

           (1) Specify percentage to no more than four decimal points.

                                                                       EXHIBIT B
<PAGE>   68
         4.      The effective date for this Agreement and Acceptance shall be
_____________________ (the "ASSIGNMENT DATE").(2)  Following the execution of 
this Agreement and Acceptance, it will be delivered to the Administrative Agent
for acceptance and recording by the Administrative Agent.

         5.      Upon such acceptance and recording, as of the Assignment Date,
(i) the Assignee shall be a party to the Credit Agreement and, to the extent
provided in this Assignment and Acceptance, have the rights and obligations of
a Bank thereunder, and (ii) the Assignor shall, to the extent provided in this
Agreement and Acceptance, relinquish its rights and be released from its
obligations under the Credit Agreement.

         6.      Upon such acceptance and recording, from and after the
Assignment Date, the Administrative Agent shall make all payments under the
Credit Agreement in respect of the interest assigned hereby (including, without
limitation, all payments of principal, interest and fees with respect thereto)
to the Assignee.  The Assignor and Assignee shall make all appropriate
adjustments in payments under the Credit Agreement for periods prior to the
Assignment Date directly between themselves.

         7.      THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                                        [NAME OF ASSIGNOR]
                                                                               
                                        By:                                    
                                           -----------------------------    
                                        Name:                                  
                                             ---------------------------    
                                        Title:                                 
                                              --------------------------    
                                                                               
                                        [NAME OF ASSIGNEE]

                                        By:                                
                                           -----------------------------   
                                        Name:                              
                                             ---------------------------   
                                        Title:                             
                                              --------------------------   
                                                                           
                                                  
                                                  
                                        Domestic Lending Office (and
                                        address for notices):
                                                [Address]


                                        CD Lending Office:
                                                [Address]

                                       Eurodollar Lending Office:
                                                [Address]
Accepted this        day
              ------    
of                       , 19  
   ----------------------    --

TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as Administrative Agent

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


__________________________________

     (2) See SECTION 8.07(A) of the Credit Agreement; such date shall be at
least three Business Days after the execution of this Assignment and
Acceptance.

                                                                       EXHIBIT B
<PAGE>   69
                                  EXHIBIT C-1

                         OPINION OF BORROWER'S COUNSEL


                                                             _____________, 1995

To each of the Banks party to the
         $900,000,000 Competitive Advance/
         Revolving Credit Agreement, dated
         as of April 16, 1996, among Union
         Pacific Resources Group Inc.,
         the Banks party thereto, and
         Texas Commerce Bank National
         Association, as Administrative
         Agent for said Banks


                       Union Pacific Resources Group Inc.

Ladies and Gentlemen:

         I am the General Attorney of Union Pacific Resources Group Inc., a
Utah corporation (the "BORROWER"), and have acted in such capacity in
connection with the execution and delivery of the $900,000,000 Competitive
Advance/Revolving Credit Agreement, dated as of April 16, 1996 (the
"AGREEMENT"), among the Borrower, the several banks party thereto, Texas
Commerce Bank National Association, as Administrative Agent, Chemical Bank, as
Auction Administration Agent, Morgan Guaranty Trust Company of New York, as
Documentation Agent, and NationsBank of Texas, as Syndication Agent.  This
opinion is delivered to you pursuant to SUBSECTION 3.01(E) of the Agreement.
Terms used herein which are defined in the Agreement shall have the respective
meanings set forth in the Agreement, unless otherwise defined herein.

         In connection with this opinion, I have examined executed copies of
the Agreement and such corporate documents and records of the Borrower and its
Subsidiaries, certificates of public officials and officers of the Borrower and
its Subsidiaries, and such other documents, as I have deemed necessary or
appropriate for the purposes of this opinion.  In stating my opinion, I have
assumed the genuineness of all signatures of, and the authority of, persons
signing this Agreement on behalf of parties thereto other than the Borrower,
the authenticity of all documents submitted to me as originals and the
conformity to authentic original documents of all documents submitted to me as
certified, conformed or photostatic copies.

         Based upon the foregoing, I am of the opinion that:

         1.      The Borrower is a corporation duly incorporated, validly
existing, and in good standing under the laws of the State of Utah.

         2.      The execution, delivery, and performance by the Borrower of
the Agreement are within the Borrower's corporate powers, have been duly
authorized by all necessary corporate action, and do not contravene (i) the
Borrower's charter or by-laws or (ii) any law, statute, regulation, or order of
any governmental agency, or (iii) to the best of my knowledge, any contractual
restriction binding on or affecting the Borrower.  The Agreement has been duly
executed and delivered by the Borrower.





                                                                     EXHIBIT C-1
<PAGE>   70
         3.      No authorization or approval or other action by, and no notice
to or filing with, any governmental authority or regulatory body is required
for the due execution, delivery, and performance by the Borrower of the
Agreement.

         4.      The Agreement is a legal, valid, and binding obligation of the
Borrower enforceable against the Borrower in accordance with its terms, except
as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles, and except
that no opinion is expressed as to the availability of the remedy of specific
performance.

         5.      There is no pending or threatened action or proceeding
affecting the Borrower or any of its consolidated Subsidiaries before any
court, governmental agency or arbitrator, (i) which purports to affect the
legality, validity, or enforceability of the Agreement, or (ii) except as set
forth in public documents filed with the Securities and Exchange Commission
prior to the date of this opinion, which may materially adversely affect the
financial condition or operations of the Borrower or any of its Subsidiaries,
taken as a whole.

         This opinion is limited to the laws of the State of New York, the
corporate laws of the State of Utah, and applicable federal laws of the United
States, provided that, as to matters of New York law, we have relied
exclusively upon the opinion of _________________, special New York counsel, a
copy of which is attached hereto.

                                        Very truly yours,



                                        Mark Jones
                                        General Attorney for
                                        Union Pacific Resources Group Inc.





                                                                     EXHIBIT C-1
<PAGE>   71
                                  EXHIBIT C-2

                     OPINION OF BORROWER'S NEW YORK COUNSEL


                                                             _____________, 1995


Union Pacific Resources Group Inc.
801 Cherry Street
Fort Worth, TX 76102

To each of the Banks party to the
         $900,000,000 Competitive Advance/
         Revolving Credit Agreement, dated
         as of April 16, 1996, among Union
         Pacific Resources Group Inc.,
         the Banks party thereto, and
         Texas Commerce Bank National
         Association, as Administrative
         Agent for said Banks


                      Union Pacific Resources Group Inc.

Ladies and Gentlemen:

         We have acted as special counsel to Union Pacific Resources Group
Inc., a Utah corporation (the "BORROWER"), in connection with the execution and
delivery of the $900,000,000 Competitive Advance/Revolving Credit Agreement,
dated as of April 16, 1996 (the "AGREEMENT"), among the Borrower, the several
banks party thereto, Texas Commerce Bank National Association, as
Administrative Agent, Chemical Bank, as Auction Administration Agent, Morgan
Guaranty Trust Company of New York, as Documentation Agent, and NationsBank of
Texas, as Syndication Agent.  This opinion is delivered to you pursuant to
SUBSECTION 3.01(E) of the Agreement.  Terms used herein which are defined in
the Agreement shall have the respective meanings set forth in the Agreement,
unless otherwise defined herein.

         In connection with this opinion, we have examined executed copies of
the Agreement and such corporate documents and records of the Borrower and its
Subsidiaries, certificates of public officials and officers of the Borrower and
its Subsidiaries, and such other documents, as we have deemed necessary or
appropriate for the purposes of this opinion.  In stating our opinion, we have
assumed the genuineness of all signatures of, and the authority of, persons
signing this Agreement on behalf of parties thereto other than the Borrower,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
certified, conformed, or photostatic copies.

         Based upon and subject to the foregoing, and upon such investigation
as we have deemed necessary, we are of the opinion that:

         1.      The execution, delivery, and performance by the Borrower of
the Agreement does not contravene any law, statute, regulation, or order of any
governmental agency.





                                                                     EXHIBIT C-2
<PAGE>   72
         2.      No authorization or approval or other action by, and no notice
to or filing with, any governmental authority or regulatory body is required
for the due execution, delivery, and performance by the Borrower of the
Agreement.

         3.      The Agreement is a legal, valid, and binding obligation of the
Borrower enforceable against the Borrower in accordance with its terms, except
as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles, and except
that no opinion is expressed as to the availability of the remedy of specific
performance.

         This opinion is limited to the laws of the State of New York and
applicable federal laws of the United States.

                                        Very truly yours,





                                                                     EXHIBIT C-2
<PAGE>   73
                                   EXHIBIT D

                   OPINION OF COUNSEL TO ADMINISTRATIVE AGENT


                                                              ____________, 1995


To each of the Banks party to the
         $900,000,000 Competitive Advance/
         Revolving Credit Agreement, dated
         as of April 16, 1996, among Union
         Pacific Resources Group Inc.,
         said Banks, and Texas Commerce
         Bank National Association, as
         Administrative Agent for said
         Banks


                       Union Pacific Resources Group Inc.

Ladies and Gentlemen:

         We have acted as counsel to Texas Commerce Bank National Association,
individually and as Administrative Agent (as hereinafter defined), in
connection with the execution and delivery of the $900,000,000 Competitive
Advance/Revolving Credit Agreement, dated as of April 16, 1996 (the "CREDIT
AGREEMENT"), among Union Pacific Resources Group Inc., the banks party thereto
(the "BANKS"), Texas Commerce Bank National Association, as Administrative
Agent for the Banks (the "ADMINISTRATIVE AGENT"), Chemical Bank, as Auction
Administration Agent, Morgan Guaranty Trust Company of New York, as
Documentation Agent, and NationsBank of Texas, as Syndication Agent.  Terms
defined in the Credit Agreement are, unless otherwise defined herein, used
herein as therein defined.

         In this connection with this opinion, we have examined the following
documents, each of which, unless otherwise indicated, is dated the date hereof:

         1.      A counterpart of the Credit Agreement executed by the Borrower
and the Administrative Agent (we have been informed by the Administrative Agent
that each Bank has executed at least one counterpart of the Credit Agreement).

         2.      A certificate of the Secretary of the Borrower with respect to
(i) certain resolutions adopted by the Board of Directors of the Borrower, (ii)
the Revised Articles of Incorporation and the By-laws of the Borrower and (iii)
the incumbency and signatures of certain officers of the Borrower, delivered
pursuant to SECTIONS 3.01(A) and 3.01(B) of the Credit Agreement.

         3.      An opinion of Mark Jones, General Attorney of the Borrower,
delivered pursuant to SECTION 3.01(E) of the Credit Agreement.

         In our examination of the documents referred to above, we have assumed
(a) the authenticity of all such documents submitted to us as originals, the
genuineness of all signatures, the due authority of the parties executing such
documents and the conformity to the originals of all such documents submitted
to us as copies and (b) that no action, consent or approval of, registration or
filing with, or any other action by an governmental authority is or will be
required in connection with the transactions contemplated by the Credit
Agreement, except such as have been made





                                                                       EXHIBIT D
<PAGE>   74
or obtained and are in full force and effect.  We have relied, as to factual
matters, on the documents we have examined.

         Our opinions expressed below are limited to the law of the State of
New York and the federal laws of the United States, and we do not express any
opinions concerning any other law.

         Based upon and subject to the foregoing and upon such investigation as
we have deemed necessary, and while we have not independently considered the
matters covered by the opinion listed in Item 3, above, to the extent necessary
to enable us to express the conclusions stated therein, we are of the opinion
that:

         (i)     the certificates and opinion referred to in Items 2 and 3
above, respectively, appear to be substantially responsive to the requirements
of SECTION 3.01 of the Credit Agreement; and

         (ii)    assuming that the Credit Agreement has been duly authorized,
executed, and delivered by the Borrower, the Credit Agreement constitutes a
legal, valid, and binding obligation of the Borrower enforceable in accordance
with its terms, subject to (i) laws relating to bankruptcy, insolvency,
fraudulent conveyance, fraudulent transfer, reorganization, rearrangement,
liquidation, conservatorship, moratorium, and other laws affecting the
enforcement of creditors' rights or the collection of debtors' obligations
generally; (ii) general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law); (iii)
standards of commercial reasonableness and good faith; and (iv) other
applicable laws, rules, regulations, court decisions and constitutional
requirements in and of the States of New York and Utah, or the United States of
America limiting or affecting the Loan Papers; provided that any limitations
imposed by such other applicable laws, rules, regulations, court decisions, and
constitutional requirements will not in our opinion, materially interfere with
the Banks realizing the practical benefits intended to be conferred by the Loan
Papers, though they may result in a delay thereof (and we express no opinion
with respect to the economic consequences of any such delay); and (A) we
express no opinion as to the last sentence of SECTION 2.15 of the Credit
Agreement, (B) we express no opinion as to the effect of the law of any
jurisdiction (other than the State of New York) wherein the Borrower or any
Bank, including any lending office thereof, may be located which limits rates
of interest which may be charged or collected by such Bank; and (C) we express
no opinion as to the validity or enforceability of any provision contained in
the Credit Agreement that purports to preclude the amendment, waiver, release,
or discharge of obligations except by an instrument in writing, to the extent
that such provision purports to exclude executed oral agreements.

                                                      Very truly yours,



                                                      




                                                                       EXHIBIT D